/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240222.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, February 22, 2024, Vol. 28, No. 52 Headlines 1560 VOLUNTOWN: Unsecureds Will Get 100% of Claims over 12 Months 2073 DEVELOPMENT: Seeks to Tap Avrum J. Rosen as Legal Counsel 2U INC: Raises Going Concern Doubt 4E BRANDS: Jackson Walker Resigns from Chapter 11 Case 4TH VECTOR: Seeks Approval to Hire EAG Triangle as Accountant 50 CROSBY PINES: Files Amendment to Disclosure Statement 80 WEST WASHINGTON: Seeks to Tap Bronson Law as Bankruptcy Counsel AETHLON MEDICAL: Continuing Losses Raise Going Concern Doubt AGAINST THE GRAIN: Seeks Cash Collateral Access ALPINE 4 HOLDINGS: Engages Marcum LLP as Independent Accountant ALPINE 4 HOLDINGS: Unit Completes Validation Test Campaign in UAE ALTERYX INC: Nears $2 Bil. Debt Deal With Private Credit Companies AMERA RE: Seeks to Hire Hammond Law Firm as Bankruptcy Counsel AMICAS PIZZA: Seeks to Hire Kaizen Management as Bookkeeper AMTECH SYSTEMS: Pacific Ridge Holds 5.32% Equity Stake ANI PHARMACEUTICALS: Moody's Alters Outlook on B2 CFR to Positive ANNE FONTAINE: Wins Interim Cash Collateral Access APPLIED DNA: Bruce Grossman Holds 9.8% Equity Stake ARCH THERAPEUTICS: Weinberg & Company Raises Going Concern Doubt AVIS BUDGET: Moody's Rates New Senior Unsecured Notes 'B1' AY PHASE II: DBD to Sell 100% Class A Interest on April 30 BALADE YOUR WAY: Unsecureds to Recover 3% of Claims over 3 Years BELLRING BRANDS: S&P Raises ICR to 'BB-' on Continued Deleveraging BEND ARCH: Seeks to Hire Joyce W. Lindauer as Bankruptcy Counsel BEYOND AIR: Raises Going Concern Doubt BION ENVIRONMENTAL: Raises Going Concern Doubt BIOTRICITY INC: Reports $3 Million Net Loss in Third Quarter BOWFLEX INC: Delays Filing of 10-Q Report for Period Ended Dec. 31 BOY SCOUTS: Abuse Victims Cannot Reverse Box Check Error BULA DEVELOPMENTS: Taps Gabriel Liberman APC as Bankruptcy Counsel CALAMP CORP: Has Until March 4 to Submit Nasdaq Compliance Plan CANO HEALTH: Receives Initial OK for DIP Devoid of Lender Fees CANO HEALTH: Section 341(a) Meeting Set for March 15 CEMTREX INC: Raises Going Concern Doubt CF SAFETY: Seeks to Hire CoxHollidaYoung as Accountant CHINOS INTERMEDIATE 2: Moody's Alters Outlook on 'B2' CFR to Stable CLARKE GIBSON: Seeks to Hire Williams & Samuel as Accountant CYTODYN INC: David F. Welch Holds 5.1% Equity Stake DALRADA FINANCIAL: Losses Raise Going Concern Doubt DATASEA INC: Recurring Losses Raise Going Concern Doubt DELTA APPAREL: Raises Going Concern Doubt DIOCESE OF ROCKVILLE: Updates Arrowood & London Abuse Claims Pay DISKIN SYSTEMS: Hires Kelley Kaplan & Eller as Bankruptcy Counsel DNA SERVERS: Lender Seeks to Prohibit Cash Collateral Use EAGLEVIEW TECHNOLOGY: Moody's Alters Outlook on B3 CFR to Negative ELENAROSE CAPITAL: Court OKs Interim Cash Collateral Access ELLUCIAN HOLDINGS: Moody's Rates Amended First Lien Loans 'B2' ENSONO INTERMEDIATE: S&P Alters Outlook to Neg., Affirms 'B-' ICR FARM LLC: Court OKs Cash Collateral Access Thru March 5 FATINA CUISINE: Seeks to Hire Joyce W. Lindauer as Legal Counsel FLEXACAR LLC: Seeks Cash Collateral Access FTX GRP: Possible Conflict May Arise on Hiring of Marc Mukasey GALLUS DETOX: Claims to be Paid From Business Income GATES GLOBAL: S&P Upgrades ICR to 'BB-', Outlook Stable GENESIS GLOBAL: Digital Currency Bashes Chapter 11 Plan GOEASY LTD: S&P Rates New US$400MM Senior Unsecured Notes 'BB-' GREEK STAR: Hires Dahiya Law Offices as Bankruptcy Counsel HOMEZONE IMPROVEMENTS: Unsecureds to Split $147K over 60 Months HORNBLOWER HOLDCO: S&P Downgrades ICR to 'CCC-' on Weak Liquidity HORNBLOWER HOLDINGS: Case Summary & 30 Top Unsecured Creditors IMERYS TALC: Judge Loses Patience in Lengthy Bankruptcy Mediation INFINITY COMMERCIAL: Hires Osborn Maledon as Bankruptcy Counsel INVITAE CORP: Seeks to Hire Kurtzman Carson as Claims Agent IPWE INC: $500,000 DIP Loan from Granicus Has Final OK JAGUAR HEALTH: Receives Delisting Notice From Nasdaq JIMMY MOTOR: Court OKs Cash Collateral Access Thru March 5 JM4 TACTICAL: Files Emergency Bid to Use Cash Collateral KBS REAL ESTATE: Extends Maturity of BofA Loan Facility to Aug. 6 KBS REAL ESTATE: Extends Maturity of U.S. Bank Loan to April 15 KISAVOS TAXI: Hires Dahiya Law Offices as Bankruptcy Counsel LITTLE MANUEL'S: Unsecureds Will Get 1% of Claims over 60 Months LUMEN TECHNOLOGIES: Moody's Cuts CFR to Caa2, Outlook Stable MCCONNELL SAND: Seeks to Tap CMM & Associates as Financial Advisor MEDAVAIL HOLDINGS: Seeks Chapter 7 Bankruptcy in Delaware MV REALTY: Plan Exclusivity Period Extended to May 20 MY GEORGIA PLUMBER: Unsecureds to Split $400K in Quarterly Payments MYRA PARK 635: Hires Chamberlain Hrdlicka as Bankruptcy Co-Counsel MYRA PARK 635: Seeks to Hire Lane Law Firm as Bankruptcy Counsel NB PARK: Seeks to Hire Cohne Kinghorn as Bankruptcy Counsel NEMAURA MEDICAL: Losses Raise Going Concern Doubt NEUROONE MEDICAL: Losses Raise Going Concern Doubt NJ CITY UNIVERSITY: Moody's Affirms Ba2 Ratings, Outlook Stable OCEANEERING INTERNATIONAL: S&P Raises ICR to 'BB' on Debt Paydown ONTARIO GAMING: Moody's Cuts CFR to B3, Outlook Stable ONTARIO GAMING: S&P Rates New Term Loan Add-On 'B', Outlook Stable OVERLAND GARAGE: Seeks to Tap Roger A. Kraft as Bankruptcy Counsel PG&E CORP: Moody's Raises CFR to Ba1, Outlook Remains Positive PJP ENTERPRISES: Seeks to Hire Winship & Winship as Legal Counsel PORTE ROUGE: Seeks to Hire Sternberg Naccari & White as Counsel PORTSMOUTH SQUARE: Raises Going Concern Doubt PRAIRIE ACQUIROR: Moody's Gives B3 Rating to New $1BB Term Loan B2 PRAIRIE ACQUIROR: S&P Rates New Senior Secured Notes 'B' PRESTIGE BRANDS: Moody's Alters Outlook on 'Ba3' CFR to Positive PROVECTUS BIOPHARMACEUTICALS: To Hold Q1 Conference Call Today PUERTO RICO: PREPA Bondholders Want to Delay Restructuring Trial RENOVARO INC: Losses Raise Going Concern Doubt RISKON INTERNATIONAL: Incurs $14.8M Net Loss in Third Quarter RMCNV HOLDINGS: Continued Operations to Fund Plan ROCKIES EXPRESS: Moody's Alters Outlook on 'Ba2' CFR to Negative ROOMPLACE FURNITURE: To Close Locations in the Midwest ROOSEVELT UNIVERSITY: Moody's Cuts Issuer & Rev. Bond Ratings to B2 RWDY INC: Plan Exclusivity Period Extended to May 15 S&W SEED: Financial Challenges Raise Going Concern Doubt SAS AB: Gets Court Okay for Chapter 11 Bankruptcy Plan Vote SHAMROCK INDUSTRIES: Files Emergency Bid to Use Cash Collateral SHARING SERVICES: Losses Raise Going Concern Doubt SIENTRA INC: Court OKs $90MM DIP Loan from Deerfield SIFCO INDUSTRIES: Reports $3.4 Million Net Loss in First Quarter SKILLZ INC: Andrew Dahlinghaus Resigns as General Counsel SPIRIT AIRLINES: Creditors Hire Akin Gump,Anticipate Debt Talks SUNPOWER CORP: Secures More Capital for Ongoing Transformation TERRAFORM LABS: Hires Alvarez & Marsal as Financial Advisor TERRAFORM LABS: Hires Richards Layton & Finger as Co-Counsel TERRAFORM LABS: Seeks to Hire Dentons US as Special Counsel TERRAFORM LABS: Seeks to Hire Epiq as Administrative Advisor TERRAFORM LABS: Seeks to Hire Weil Gotshal & Manges as Counsel THREE DELUNA: Wins Cash Collateral Access on Final Basis TPT GLOBAL: Closes $92K Promissory Note With 1800 Diagonal TPT GLOBAL: Inks Mobile TV Broadcast Content Partnership With Boss TRITON WATER: Moody's Affirms 'B3' CFR & Alters Outlook to Positive TRITON WATER: S&P Affirms 'B' ICR, Rates $300MM Term Loan 'B' TRIUMPH GROUP: Offers to Buy a Portion of Its 9.000% Senior Notes TROIKA MEDIA: Cleared for $51 Million Sale to Blue Torch Finance U.S. ANESTHESIA: S&P Alters Outlook to Stable, Affirms 'B' ICR UNIVERSAL-1 IMPORTS: Hires Susan D. Lasky PA as Bankruptcy Counsel VAZQUEZ & RIVERA: Hires Joyce W. Lindauer as Bankruptcy Counsel VERDE RESOURCES: J&S Associate PLT Raises Going Concern Doubt WEWORK INC: Ditches Phoenix Offices After Filing Chapter 11 WEWORK INC: Spiro Helps Neuman on Plan to Buy Back Company WHITESTONE UPTOWN: Court OKs Cash Collateral Access Thru March 19 WORLD SECURITY: Claims Will be Paid from Future Income WYNN RESORTS: Capital Intl. Investors No Longer Holds Common Shares YOGOLD U.S.A.: Gets OK to Hire Carmel Minogue, CPA as Accountant [*] January 2024 Subchapter V of Chapter 11 Filing Rose 43% [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1560 VOLUNTOWN: Unsecureds Will Get 100% of Claims over 12 Months ----------------------------------------------------------------- 1560 Voluntown Road, LLC, filed with the U.S. Bankruptcy Court for the District of Connecticut a Plan of Reorganization for Small Business dated February 12, 2024. The Debtor is a Connecticut Limited Liability Company that owns two parcels of real property located at 1554 and 1560 Voluntown Road, Jewett City, Connecticut. The parcels are adjacent to each other and are in a commercial zone. The purpose of the Chapter 11 filing was to allow the Debtor to pursue a Reorganization Plan that would provide for the clean-up and sale of 1560 Voluntown Road and allow Aristedes Johnson, the 100% owner of the Debtor, to remain in the residential property known as 1554 Voluntown Road as Mr. Johnson is 85 years old, partially disables and has no other place to live. The only creditors of this Chapter 11 Estate are the Tax Liens of the Town of Griswold for overdue Real Estate Taxes in the approximate amount of $115,000.00 and 3 unsecured creditors with combined claims of approximately $12,000.00. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of non-priority unsecured creditors. Non-Priority unsecured claims which are duly proven and allowed will be paid 100% of their claim from the sale or refinance of the Debtor's Real Properties within 12 months of the confirmation of its plan. This Class is impaired. Class 4 consists of equity security holders of the Debtor. Aristedes Johnson is the manager and 100% owner of the Debtor. Upon 100% payment to all creditors Mr. Johnson shall retain ownership of the Debtor. The Debtor's business is owning and holding two parcesl of commercial zoned real property known as 1554 Voluntown Road and 1560 Voluntown Road, Jewett City, Connecticut. The Debtor intends to sell 1560 Voluntown Road to pay the tax claims of the town of Griswold within 10 months after confirmation of the plan. In the alternative, Mr. Johnson may sell other real property that he owns and utilize the sale proceeds to pay all of the debtor's proven and allowed creditors in full, provided that all creditoes are paid within 10 months of confirmation of the plan. If all creditors are not paid in full from the sale within the 10-month period, then the Debtor will quit-claim 1554 and 1560 Voluntown Road to the Twon of Griswold in full settlement of the town's tax claim reserving a life estate in 1554 Voluntown Road to Aristedes Johnson. Upon this quit-claim alternative being exercised, Mr. Johnson will pay all remaining unsecured creditors in full within 12 months. Mr. Johnson will also pay the Town of Griswold $300 per month during the time he utilizes occupancy. A full-text copy of the Plan of Reorganization dated February 12, 2024 is available at https://urlcurt.com/u?l=JulaKE from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Anthony S. Novak, Esq. Novak Law Office P.C. 280 Adams Street Manchester, CT 06042 Tel: (860) 432-7710 Email: Anthonysnovak@aol.com About 1560 Voluntown Road LLC 1560 Voluntown Road, LLC, is a Connecticut Limited Liability Company that owns two parcels of real property located at 1554 and 1560 Voluntown Road, Jewett City, Connecticut. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 23-20921) on November 13, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by NOVAK LAW OFFICE, PC. 2073 DEVELOPMENT: Seeks to Tap Avrum J. Rosen as Legal Counsel -------------------------------------------------------------- 2073 Development LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Offices of Avrum J. Rosen, PLLC as its counsel. The Debtor requires legal counsel to: (a) give advice regarding the rights and duties of the Debtor; (b) oversee the preparation of necessary reports to the court or creditors; (c) conduct all appropriate investigation or litigation; and (d) perform any other necessary duty in aid of the administration of the Debtor's estate. The hourly rates of the firm's counsel and staff are as follows: Partners $670 Associates $595 Paraprofessional $200 The firm received a post-petition retainer in the amount of $20,000. Avrum Rosen, Esq., a member of the Law Offices of Avrum J. Rosen, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Avrum J. Rosen, Esq. LAW OFFICES OF AVRUM J. ROSEN PLLC 38 New Street Huntington, NY 11743 Telephone: (631) 423-8527 Facsimile: (631) 423-4356 Email: arosen@ajrlawny.com About 2073 Development LLC 2073 Development LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-40028) on Jan. 3, 2024, listing $1,000,001 to $10 million in both assets and liabilities. Judge Elizabeth S Stong presides over the case. Avrum J. Rosen, Esq. at the Law Offices of Avrum J. Rosen, PLLC represents the Debtor as counsel. 2U INC: Raises Going Concern Doubt ---------------------------------- 2U, Inc. disclosed in its results for Fourth Quarter and Full-Year 2023, that there is substantial doubt about its ability to continue as a going concern. According to the Company, as of December 31, 2023, its cash, cash equivalents, and restricted cash totaled $73.4 million, a decrease of $109.2 million from $182.6 million as of December 31, 2022. As of December 31, 2023, the company's total debt was $904.7 million, including borrowings of $40 million under the company's revolving credit facility. For the three months ended December 31, 2023, the Company incurred a net loss of $42.4 million, compared to $11.8 million in 2022. For the year ended December 31, 2023, the Company reported a net loss of $317.6 million, compared to $322.2 million for the same period in 2022. As of December 31, 2023, the Company has $1.46 billion in total assets, $1.24 billion in total liabilities and 219.05 million in total stockholders' equity. In January 2024, the company entered into a receivables factoring transaction with Morgan Stanley Senior Funding ("Morgan Stanley") whereby Morgan Stanley has committed to purchase up to $86.2 million of receivables owing to the company related to portfolio management activities at a purchase rate of 88%. The company expects that if it does not amend or refinance its term loan, or raise capital to reduce its debt in the short term, and in the event the obligations under its term loan accelerate or come due within 12 months from the date of its financial statement issuance in accordance with its current terms, there is substantial doubt about its ability to continue as a going concern. The company's financial statements will be included in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at http://tinyurl.com/mvhjbp2e About 2U Inc. 2U is a global leader in online education. Guided by its founding mission to eliminate the back row in higher education, 2U has spent 15 years advancing the technology and innovation to deliver world-class learning outcomes at scale. Through its global online learning platform edX, 2U connects more than 83 million people with thousands of affordable, career-relevant learning opportunities in partnership with 260 of the world's leading universities, institutions, and industry experts. From free courses to full degrees, 2U is creating a better future for all through the power of high-quality online education. 4E BRANDS: Jackson Walker Resigns from Chapter 11 Case ------------------------------------------------------ Clara Geoghegan of Law360 reports that Jackson Walker LLP, the firm at the center of a legal ethics scandal over the undisclosed relationship between a lawyer and a bankruptcy judge, has stepped down as Chapter 11 counsel to hand sanitizer maker 4E Brands Northamerica LLC as a Texas bankruptcy judge considers revoking $800,000 in legal fees paid to the firm in the case. About 4E Brands North America 4e Brands North America, LLC, is a manufacturer of personal care and hygiene products based in San Antonio, Texas. Its brand name products include Blumen Hand Sanitizer, Assured Hand Sanitizer, and various other hand sanitizers and hand soaps. The Debtor is no longer operating. 4e Brands North America sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Case No. 22-50009) on Feb. 22, 2022, with up to $50,000 in assets and up to $50 million in liabilities. David Dunn, chief restructuring officer, signed the petition. The case is handled by Judge David R. Jones. Jackson Walker, LLP, led by Matthew D. Cavenaugh, was the Debtor's legal counsel. Stretto was the claims agent. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors on March 1, 2022. The committee tapped Tucker Ellis, LLP as bankruptcy counsel; Munsch Hardt Kopf & Harr, P.C., as Texas counsel; and Oxford Restructuring Advisors, LLC, as financial advisor. 4TH VECTOR: Seeks Approval to Hire EAG Triangle as Accountant ------------------------------------------------------------- 4th Vector Technologies, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Cheryl Rhew, CPA of EAG Triangle, LLC as its accountant. The accountant will render these services: a. assist the Debtor with preparing its Schedule C to be filed with the Debtor's principal's individual tax returns and any other necessary tax documents; and b. perform any other accounting services needed by the Debtor during the course of the bankruptcy proceedings. The firm will be paid at these rates: Ms. Rhew $550 per hour Staff $350 per hour Notwithstanding the hourly rates, the total charge for preparing the Debtor's 2023 tax forms will not exceed $3,000. Ms. Rhew assured the court that her firm does not represent any interest adverse to the Debtor or the estate in the matters upon which she is to be engaged for the Debtor. The firm can be reached through: Cheryl Rhew, CPA EAG Triangle, LLC 105 Kilmayne Drive Cary, NC 27511 Phone: (919) 462-1260 About 4th Vector Technologies 4th Vector Technologies, LLC is an industrial equipment supplier in Raleigh, N.C. The Debtor filed Chapter 11 petition (Bankr. E.D. N.C. Case No. 24-00021) on Jan. 2, 2024, with as mcuh as $10 million in both assets and liabilities. Robert Couture, CTO and managing member, signed the petition. Judge Pamela W. McAfee oversees the case. William P. Janvier, Esq., at Stevens Martin Vaughn & Tadych, PLLC, represents the Debtor as legal counsel. 50 CROSBY PINES: Files Amendment to Disclosure Statement -------------------------------------------------------- 50 Crosby Pines, Ltd., and its Debtor Affiliates submitted an Amended Combined Disclosure Statement and Plan of Reorganization dated February 13, 2024. On February 1, 2024, secured creditor, Space City Finance, LLC, filed a motion for relief from the automatic stay to allow it to foreclose on the 80 Crosby Terrace property. A hearing is set on this motion for February 26, 2024. The Debtors intend to oppose this motion. Like in the prior iteration of the Plan, General Unsecured Claims in Class 5 will be paid in deferred cash payments from cash on hand after all Allowed Claims in Classes 1 through 4 are paid in full. All payments made to holders of Allowed Claims in Class 5 will be pro rata amounts until all Allowed Claims in Class 5 are paid in full. To the extent a claim is anticipated or is awaiting approval pursuant to Fed. R. Bankr. P. 9019, an allowance for such claim will be made and distributions on such claim will be made to the extent such claim is ultimately allowed by a final court order. Creditors in this class will receive 100 percent of their Allowed Claims. Class 5 is impaired. Prior to and immediately following the Confirmation Date, the primary source of payments of allowed administrative expenses, allowed priority tax claims, and allowed claims Classes 2 through 5 will be proceeds from the DIP Loan. Additional proceeds from the DIP Loan will fund the completion of the development of the Real Property and enable the Reorganized Debtors to sell the developed lots to the homebuilders. The revenues generated by the sales to homebuilders will enable the Reorganized Debtors to pay the DIP Lender on, or prior to, the Maturity of the DIP Loan. The Debtors have negotiated a loan package that will fund up to $46.5 million to allow the Debtors to complete development of the aggregate of 2,109 residential lots in the seven individual projects. This initial funding will be used to: * Pay the indebtedness to the secured note holders in Class 2; and * Bring accounts due to engineers current and complete pre development engineering. Additional development funding will be available through assessment bonds issued by the East Lake Houston Management District and revenues from the water/sewer system leases. These sources of funding will provide sufficient funds to develop the first phase of all projects and complete the first phase of lot sales to the homebuilders. A confirmation hearing for the Combined Disclosure Statement and Plan will be held on February 27, 2024 at 1:30 P.M. Creditors and interest holders entitled to vote are urged to vote in favor of this Plan not later than February 26, 2024. A full-text copy of the Amended Combined Disclosure Statement and Plan dated February 13, 2024 is available at https://urlcurt.com/u?l=AdQWVd from PacerMonitor.com at no charge. Counsel for the Debtors: Leonard H. Simon, Esq. Pendergraft & Simon, LLP 2777 Allen Parkway, Suite 800, Houston, TX 77019 Tel: (713) 528-8555 Fax: (713) 868-1267 E-mail: lsimon@pendergraftsimon.com About 50 Crosby Pines 50 Crosby Pines, Ltd., is a limited partnership organized under the laws of the State of Texas in October 2021. It is managed by its General Partner, 50 Crosby Pines GP, Inc., whose President is Joe Fogarty. This Debtor was organized for the purpose of developing approximately 50.70 acres of land on the east side of F.M. 2100 in Crosby, Texas, between Reidland Road and Foley Road. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-32924) on July 31, 2023, listing $1 million to $10 million in both assets and liabilities. Judge Eduardo V Rodriguez oversees the case. Leonard H. Simon, Esq., at Pendergraft & Simon, LLP, is the Debtor's counsel. 80 WEST WASHINGTON: Seeks to Tap Bronson Law as Bankruptcy Counsel ------------------------------------------------------------------ 80 West Washington Place Real Estate Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Bronson Law Offices, P.C. as counsel. The firm will provide these services: (a) assist in the administration of the Debtor's Chapter 11 case; (b) prepare or review operating reports; (c) set a deadline for filing proofs of claim; (d) seek court approval to use cash collateral; (e) review claims and resolve claims, which should be disallowed; and (f) assist in reorganizing and confirming a Chapter 11 plan. The firm will be paid at these rates: H. Bruce Bronson, Esq. $495 per hour Paralegal or Legal Assistant $150 to $250 per hour The firm received a retainer in the amount of $20,000. As disclosed in court filings, Bronson Law Offices does not represent any interest adverse to the Debtor and its estate. The firm can be reached at: H. Bruce Bronson, Esq. BRONSON LAW OFFICES, P.C. 480 Mamaroneck Ave. Harrison, NY 10528 Tel: (914) 269-2530 Fax: (888) 908-6906 Email: hbbronson@bronsonlaw.net About 80 West Washington Place 80 West Washington Place is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of real property located at 80 West Washington Place, New York, NY 10011 valued at $17 million. 80 West Washington Place Real Estate Holdings, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10217) on Feb. 11, 2024. The petition was signed by William Rainero as managing member. At the time of filing, the Debtor estimated $17,000,000 in assets and $26,058,735 in liabilities. Judge John P. Mastando III presides over the case. H Bruce Bronson, Esq. at BRONSON LAW OFFICES PC represents the Debtor as counsel. AETHLON MEDICAL: Continuing Losses Raise Going Concern Doubt ------------------------------------------------------------ Aethlon Medical, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended December 31, 2023, that substantial doubt exists about the Company's ability to continue as a going concern. According to the Company, it has incurred continuing losses from operations and at December 31, 2023, had limited working capital and an accumulated deficit of $152,141,311. These factors, among other matters, raise substantial doubt about our ability to continue as a going concern within the next 12 months. For the three months ended December 31, 2023, the Company reported a net loss of $3,466,121, compared to a net loss of $2,849,753 for the same period in 2022. For the nine months ended December 31, 2023, the Company incurred a net loss of $9,782,756, compared to a net loss of $9,562,851 for the same period in 2022. As of December 31, 2023, the Company had $10,436,728 in total assets, $2,825,471 in total liabilities, and $7,611,257 in total stockholders' equity. The Company will need a significant amount of additional capital to advance the development of its products to the point at which they may become commercially viable. It intends to fund operations, working capital and other cash requirements for the 12-month period subsequent to December 31, 2023, through a combination of debt or equity financing arrangements and potentially from collaborations or strategic partnerships. A full-text copy of the Company's Form 10-Q is available at http://tinyurl.com/4ej95x8v About Aethlon Medical San Diego, CA-based Aethlon Medical, Inc. is a medical therapeutic company focused on developing products to treat cancer and life-threatening infectious diseases. AGAINST THE GRAIN: Seeks Cash Collateral Access ----------------------------------------------- Against the Grain Holdings LLC and affiliates ask the U.S. Bankruptcy Court for the Western District of New York for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to meet payroll obligations to its employees. Beginning in 2020, at the outset of the COVID-19 pandemic, Debtors ceased business operation for 3 months to comply with New York and federal law. The Debtors struggled with constantly changing operating restrictions imposed by state and local governments for several more months. This resulted in several closings and re-openings. The Debtors struggled to maintain consistent business given the communal nature of recreational axethrowing. In particular, before the COVID-19 pandemic, a significant portion of Debtors' business involved larger group and corporate events. Complying with public health safety measures as required by New York made this core component of Debtors' business practically infeasible. As a result, the Debtors were left with significant operating losses and were placed in an unrecoverable position that has resulted in the instant Chapter 11 proceedings. On October 15, 2018, Downtown entered into a demand Promissory Note, in the principal amount of $30,000 with KeyBank National Association. On June 27, 2019, Downtown entered into a promissory note with KeyBank, National Association in the original principal amount of $341,000. The note has a term of 10 years and 6 months. KeyBank filed a UCC-1 Financing Statement on June 28, 2019 and a continuation on January 3, 2024. On March 2, 2022, Holdings entered into 1st Modification of Note with the U.S. Small Business Administration in the principal amount of $500,000 to be repaid at 3.750%. Monthly payments were to commence in March 2024 with a thirty-year maturity. Holdings is a party to an Amended Security Agreement with the SBA dated March 2, 2022. However, the SBA filed a UCC-1 Financing Statement on June 6, 2020 against Downtown. The Interim Order will provide for a rollover lien to Debtors' secured creditors to the same extent, validity and priority of their pre-petition interest in Debtors' assets. A copy of the motion is available at https://urlcurt.com/u?l=F1ZWOE from PacerMonitor.com. About Against the Grain Holdings LLC Against the Grain Holdings LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.Y. Case No. 1-24-10151) on February 15, 2024. In the petition signed by Andrew R. Piechowicz, managing member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. James C. Thoman, Esq., at Hodgson Russ LLP, represents the Debtor as legal counsel. ALPINE 4 HOLDINGS: Engages Marcum LLP as Independent Accountant --------------------------------------------------------------- Alpine 4 Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that at a special meeting of the Board of Directors of the Company, the members of the Board, upon recommendation of all members of the Company's Audit Committee, unanimously approved the engagement of Marcum LLP as the Company's independent certifying accountant to review the Company's interim consolidated financial statements for the period ending September 30, 2023, and to audit the Company's consolidated financial statements for the year ending December 31, 2023. Neither, the Company nor anyone on the Company's behalf has consulted with Marcum during the fiscal years ended December 31, 2022, and December 31, 2023, or during the subsequent interim periods from January 1, 2024 through February 12, 2024, regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided to the Company by Marcum that the Company concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement with its former auditors, as that term is described in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K. About Alpine 4 Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a Nasdaq traded Holding Company (trading symbol: ALPP) that acquires business, wholly, that fit under one of several portfolios: Aerospace, Defense Services, Technology, Manufacturing or Construction Services as either a Driver, Stabilizer or Facilitator from Alpine 4's disruptive DSF business model. Alpine 4 Holdings reported a net loss of $12.87 million for the year ended Dec. 31, 2022, compared to a net loss of $19.48 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $145.63 million in total assets, $75.64 million in total liabilities, and $69.99 million in total stockholders' equity. Phoenix, Arizona-based RSM US LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 5, 2023, citing that the Company has suffered recurring losses from operations and recurring negative cash flows from operations. This raises substantial doubt about the Company's ability to continue as a going concern. While the working capital deficiency of prior years has improved, and working capital of the Company is currently positive, continued operating losses cause doubt as to the ability of the Company to continue. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's plan of operations, and its ultimate transition to profitable operations are necessary for the Company to continue. The uncertainty that exists with these factors raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties, the Company said in its Quarterly Report for the period ended June 30, 2023. ALPINE 4 HOLDINGS: Unit Completes Validation Test Campaign in UAE ----------------------------------------------------------------- Alpine 4 Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 13, 2024, its subsidiary, Global Autonomous Corporation has successfully completed its Validation Test Campaign certified by the Dubai Civil Aviation Authority in Dubai, United Arab Emirates. During the VTC, Global Autonomous's G1-MKII Aircraft (the "MKII"), developed and manufactured by another subsidiary of the Company, Vayu Aerospace Corporation, showcased exceptional safety and redundancy features while operating in the congested airspace of Dubai. The Global Autonomous team completed a series of four tests, two of which were focused on rotorcopter capabilities of the MKII with the other two tests focused on fixed-wing Visual Line of Sight ("VLOS") and Beyond Visual Line of Sight ("BVLOS") flight capabilities of the MKII. This series of meticulously planned test activities were also aligned with standards promulgated by the European Aviation Safety Agency ("EASA") and Joint Authorities for Rulemaking on Unmanned Systems ("JARUS"), emphasizing Global Autonomous's commitment to safety and security in unmanned aviation. With this first phase of testing completed, the Global Autonomous team is planning a return trip to Dubai, UAE tentatively scheduled towards the end of the first quarter or early second quarter of 2024 to begin phase two of testing. Management anticipates that this next round of testing within the Dubai Silicon Oasis will include more comprehensive documentation related to the operational capabilities of the MKII, as well as testing added hardware / software designed to meet required risk mitigation standards including such items as parachutes and detection and avoidance systems, per the direction of the DCAA. The Company's management believes that the success of these operational tests in Dubai paves the way for Global Autonomous to expand its services, offering innovative solutions in drone delivery and operations. About Alpine 4 Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a Nasdaq traded Holding Company (trading symbol: ALPP) that acquires business, wholly, that fit under one of several portfolios: Aerospace, Defense Services, Technology, Manufacturing or Construction Services as either a Driver, Stabilizer or Facilitator from Alpine 4's disruptive DSF business model. Alpine 4 Holdings reported a net loss of $12.87 million for the year ended Dec. 31, 2022, compared to a net loss of $19.48 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $145.63 million in total assets, $75.64 million in total liabilities, and $69.99 million in total stockholders' equity. Phoenix, Arizona-based RSM US LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 5, 2023, citing that the Company has suffered recurring losses from operations and recurring negative cash flows from operations. This raises substantial doubt about the Company's ability to continue as a going concern. While the working capital deficiency of prior years has improved, and working capital of the Company is currently positive, continued operating losses cause doubt as to the ability of the Company to continue. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's plan of operations, and its ultimate transition to profitable operations are necessary for the Company to continue. The uncertainty that exists with these factors raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties, the Company said in its Quarterly Report for the period ended June 30, 2023. ALTERYX INC: Nears $2 Bil. Debt Deal With Private Credit Companies ------------------------------------------------------------------ Carmen Arroyo, Paula Seligson and Davide Scigliuzzo of Bloomberg News report that a group of private-credit firms that includes Apollo Global Management Inc.and Blackstone Inc. is close to finalizing a $2 billion debt package that will help finance the buyout of software developer Alteryx Inc. by Clearlake Capital and Insight Partners, according to people with knowledge of the matter. Blue Owl Capital Inc. and Sixth Street Partnersare also among the lenders involved in talks to participate in a $1.8 billion seven-year term loan, said the people, who asked not to be identified as the details are private. About Alteryx Inc. Alteryx Inc. is into Analytic Process Automation unifying analytics, data science and business process automation in one self-service platform to accelerate digital transformation, delivering high-impact business outcomes, accelerating the democratization of data and rapidly upskill modern workforces. AMERA RE: Seeks to Hire Hammond Law Firm as Bankruptcy Counsel -------------------------------------------------------------- Amera RE seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Hammond Law Firm to handle its Chapter 11 case. The firm will charge $450 per hour for attorneys and $80 per hour for legal assistants and law clerks. In addition, the firm will seek reimbursement for expenses incurred. Gary Hammond, Esq., an attorney at Hammond Law Firm, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gary D. Hammond, Esq. HAMMOND LAW FIRM 512 NW 12th Street Oklahoma City, OK 73103 Tel: (405) 216-0007 Fax: (405) 232-6358 Email: gary@okatty.com About Amera RE Amera RE, a company in Chandler, Ariz., owns and operates Executive Inn Stillwater hotel. The Debtor filed Chapter 11 petition (Bankr. W.D. Okla. Case No. 24-10314) on Feb. 12, 2024, with $1,659,533 in total assets and $2,581,464 in total liabilities. Joshua Murakami, owner, signed the petition. Amanda R. Blackwood, Esq., at Blackwood Law Firm, PLLC serves as the Debtor's bankruptcy counsel. AMICAS PIZZA: Seeks to Hire Kaizen Management as Bookkeeper ----------------------------------------------------------- Amicas Pizza, Microbrews & More, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Kaizen Management, LLC, as its bookkeeper. The firm will charge $4,000 per month for its bookkeeping services. Kaizen does not hold or represent any interest adverse to the Debtor or the Debtor's estate and is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Robert Sloop KAIZEN MANAGEMENT, LLC 743 Ave E Bayonne, NJ 07002 Telephone: (201) 436-8369 Email: rsloop@kaizen-management.com About Amicas Pizza Microbrews & More Amicas Pizza Microbrews & More, Inc. owns and operates a pizza restaurant offering wood-fired pies and craft beer in bright, laid-back digs. The company is based in Salida, Colo. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-16046) on December 29, 2023, with up to $10 million in both assets and liabilities. Christopher Bowers, president of the Debtor's Board of Directors, signed the petition. Judge Thomas B Mcnamara oversees the case. The Debtor tapped Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor, PC as legal counsel and Ayn Hanselmann, CPA, at Troiano & Hanselmann, Inc. as accountant. AMTECH SYSTEMS: Pacific Ridge Holds 5.32% Equity Stake ------------------------------------------------------ Pacific Ridge Capital Partners, LLC, disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, it beneficially owned 754,376 shares of Amtech Systems, Inc.'s common stock, representing 5.32% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/3r33krh4 About Amtech Systems Inc. Arizona-based Amtech Systems, Inc. is a global manufacturer of capital equipment, including thermal processing, wafer polishing and cleaning, and related consumables used in fabricating semiconductor devices, such as silicon carbide (SiC) and silicon power devices, analog and discrete devices, electronic assemblies, and light-emitting diodes (LEDs). It sell these products to semiconductor device and module manufacturers worldwide, particularly in Asia, North America and Europe. The Company's strategic focus is on semiconductor growth opportunities in power electronics, sensors and analog devices leveraging our strength in our core competencies in thermal and substrate processing. It is a market leader in the high-end power chip market (SiC substrates, 300mm horizontal thermal reactors, and electronic assemblies used in power, RF, and other advanced applications), developing, and supplying essential equipment and consumables used in the semiconductor industry. As of September 30, 2023, the Company had $137.02 million in total assets and $48.66 million in total liabilities. ANI PHARMACEUTICALS: Moody's Alters Outlook on B2 CFR to Positive ----------------------------------------------------------------- Moody's Investors Service affirmed ANI Pharmaceuticals, Inc.'s ratings including the B2 Corporate Family Rating, B2-PD Probability of Default Rating, and the B2 rating of the senior secured bank credit facilities. ANI's Speculative Grade Liquidity Rating is unchanged at SGL-1. The outlook was revised to positive from stable. The change in outlook reflects Moody's expectation of ANI's continued revenue and profitability growth, moderate financial leverage and very good liquidity. Moody's expects the company will continue to see material growth in sales of Purified Cortrophin Gel, which will drive top and bottom-line growth. While Moody's expects ANI to supplement organic growth with acquisitions, Moody's forecasts debt-to-EBITDA to remain below 4.0x times over the next 12 to 18 months. Moody's also expects the company will maintain a very good liquidity profile supported by positive free cash flow, over the forecast period. RATINGS RATIONALE ANI's B2 Corporate Family Rating reflects its small, albeit increasing absolute size compared with generic pharmaceutical peers. Revenues were $449 million for the twelve months ended September 30, 2023. Further, all of ANI's revenues are generated in United States. ANI's financial leverage was 2.7x, for the LTM period ended September 30, 2023. Moody's expects ANI will pursue acquisitions to supplement organic growth, but will retain relatively conservative financial policies. ANI's earnings will continue to benefit from growth in sales of Purified Cortrophin Gel. Additionally, the company will benefit from new product launches, which will offset declines in ANI's existing portfolio, which is facing material price erosion. ANI's SGL-1 Speculative Grade Liquidity Rating reflects Moody's expectation for very good liquidity over the next 12-15 months. ANI's reported cash at September 30, 2023 was approximately $193 million. Moody's forecasts over $70 million of free cash flow in 2024. ANI's liquidity is bolstered by a $40 million senior secured first lien revolving credit facility that will expire in 2026. Mandatory term loan amortization is modest at 1% per year, or $3 million. Furthermore, ANI's revolver is subject to a financial maintenance covenant of a maximum total net leverage ratio of 4.25x. ANI's capital structure is comprised of a $40 million senior secured first lien revolving credit facility due 2026, and a $300 million senior secured first lien term loan due 2027, both rated B2, the same as the Corporate Family Rating, as they represent the preponderance of debt in the capital structure. ANI also has a $25 million equity investment (unrated) from Ampersand Partners that has no maturity date and has a 6.5% coupon, or about $1.6 million, which can be paid in cash or in kind. ANI's CIS-3 score indicates that ESG considerations have a limited impact on the current credit rating with potential for greater negative impact over time. The credit impact score primarily reflects social risks (S-4) exposure associated with regulatory and legislative policies on responsible production and drug pricing, such as those included in the recent US Inflation Reduction Act. ANI's governance risk exposure reflects its moderately aggressive financial policies with a track record of tuck-in acquisitions that supplement organic growth. The positive outlook reflects Moody's expectation that ANI will continue to have steady revenue and earnings growth along with strong free cash flows, over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade of ANI's ratings include further increase in scale, along with successful commercial and pipeline execution and greater confidence in the company's ability to sustain long-term growth. Maintaining conservative financial policies, reflected in debt/EBITDA sustained below 3.0x would support a rating upgrade. Factors that could lead to a downgrade include material erosion in core product revenues, or significant weakening in profitability. Shift towards more aggressive financial policies, including debt-financed acquisitions such that debt/EBITDA remains above 5.0x, could also result in a downgrade. Headquartered in Baudette, Minnesota, ANI Pharmaceuticals, Inc. is a biopharmaceutical company, developing and manufacturing both, generic and branded pharmaceutical drugs. Company's reported revenue for the twelve months ended September 30, 2023 approximated $449 million. The principal methodology used in these ratings was Pharmaceuticals published in November 2021. ANNE FONTAINE: Wins Interim Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Anne Fontaine USA, Inc. to use cash collateral on an interim basis, in accordance with the budget. The Debtor requires the use of cash collateral to pay pay its payroll, rent and other operating expenses, or to maintain its assets. Pursuant to the credit agreement dated as of October 10, 2022 among (i) the Debtor, as borrower and the other guarantors thereto, and (ii) JPMorgan Chase Bank, N.A., Chase provided a loan and other financial accommodations to the Debtor in the form of a term loan in the amount of $1.6 million pursuant to the Chase Loan Documents. As of the Petition Date, the aggregate amount outstanding under the Chase Loan Documents was not less than $1.1 million. On May 30, 2020, the Debtor entered into a Loan Authorization and Agreement, Note and Security Agreement, and other loan documents with the U.S. Small Business Administration for an Economic Injury Disaster Loan in the principal amount of $150,000, which accrues interest at 3.75% per annum with a 30-year repayment term. Pursuant to the SBA Loan Documents, the Debtor is required to make installment payments on the SBA Loan in the amount of $731/month, which includes principal and interest. As of the Petition Date, the balance due to the SBA totaled $160,793. This amount consists of $150,000 in principal and $10,793 in interest. As adequate protection, the Debtor continue to pay principal and interest, on a postpetition basis, to Chase, in accordance with the Chase Loan Documents, along with the reasonable and documented fees and out-of-pocket expenses of counsel to Chase, subject to the receipt of invoices with respect thereto. The Debtor will continue to pay to the SBA, on a postpetition basis, the monthly payment of $731. Chase is granted, in the amount of the Chase Adequate Protection Claims, a valid, perfected security interest in and lien upon all of the Debtor's property. Chase is granted, subject to the Carve Out, allowed superpriority administrative expense claims as provided for in 11 U.S.C. Section 507(b) in the amount of the Chase Adequate Protection Claims with priority in payment over any and all administrative expenses of the kind specified or ordered pursuant to any provision of the Bankruptcy Code, which administrative claims will have recourse to and be payable from all prepetition and postpetition property of the Debtor. The Debtors are required to comply with these milestones: (i) no later than 90 days after the Petition Date, the Debtor must have filed a plan; and (ii) no later than 180 days after the Petition Date, the plan effective date must have occurred. The Debtor's authorization to use cash collateral will automatically terminate immediately without further notice or court proceeding on the earliest to occur of: (i) failure to satisfy any Adequate Protection Milestone (other than to the extent such Adequate Protection Milestone has been extended in accordance with the terms of the Second Interim Order) and (ii) six days following the delivery of a written notice by a Prepetition Secured Creditor to the Debtor, the Debtor's counsel, the U.S.T., the Subchapter V Trustee, and counsel to the other Prepetition Secured Creditor, if applicable, of the occurrence of any of the events unless (i) such occurrence is cured by the Debtor prior to the expiration of the Default Notice Period with respect to such clause, (ii) such occurrence is waived by the Prepetition Secured Creditor that delivered the Default Notice, or (iii) the Court rules that a Termination Event has not in fact occurred; provided that, during the Default Notice Period, the Debtor will be entitled to continue to use the cash collateral in accordance with the terms of the Second Interim Order, solely to pay necessary expenses set forth in the Approved Budget to avoid immediate and irreparable harm to the Debtor's estate. The events that constitute a "Termination Event" include: (a) The Court will have entered an order dismissing the case; (b) The Court will have entered an order converting the case to a case under Chapter 7 of the Bankruptcy Code; (c) The Court will have entered an order appointing a responsible officer relating to operation of the businesses in the case, or the Debtor files a motion or other pleading with the Court seeking the foregoing relief, unless consented to in writing by the Prepetition Secured Creditors. A final hearing on the matter is set for March 18, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=vanzxM from PacerMonitor.com. About Anne Fontaine USA New York-based Anne Fontaine USA, Inc. is an e-commerce platform for women's apparel, bags, shoes and accessories. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10058) on Jan. 16, 2024, with $11,399,790 in assets and $6,441,453 in liabilities. Ari Zlotkin, chief executive officer, signed the petition. Judge Lisa G. Beckerman oversees the case. Fred Stevens, Esq., at Klestadt Winters Jureller Southard & Stevens, LLC represents the Debtor as legal counsel. APPLIED DNA: Bruce Grossman Holds 9.8% Equity Stake --------------------------------------------------- Bruce Grossman disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of February 2, 2024, he beneficially owned an aggregate amount of 1,666,798 shares of Applied DNA Sciences, Inc.'s common stock, representing 9.8% of the shares outstanding. The shares of Common Stock are indirectly beneficially owned by Bruce Grossman. Dillon Hill Capital, LLC, of which Bruce Grossman is the sole member, directly owns 639,028 shares of Common Stock of Applied DNA Sciences. Dillon Hill Investment Company LLC, the investment decisions of which are controlled by Bruce Grossman, directly owns 877,770 shares of Common Stock. Dillon Hill Investment Company II LLC, the investment decisions of which are controlled by Bruce Grossman, directly owns 150,000 shares of Common Stock. Bruce Grossman may be deemed to have sole voting and dispositive power over the shares of Common Stock held by Dillon Hill Capital LLC and shared voting and dispositive power over the shares of Common Stock held by Dillon Hill Investment Company LLC and Dillon Hill Investment Company II LLC. Dillon Hill Capital LLC also owns warrants to purchase 1,579,056 shares and Dillon Hill Investment Co LLC also owns warrants to purchase 2,157,739 shares of Common Stock. The exercise of these warrants is subject to limitations on beneficial ownership and approval of the Applied DNA Sciences' shareholders. As a result, the shares of Common Stock issuable upon exercise of the warrants is not included in the ownership reported herein. A full-text copy of the Report is available at http://tinyurl.com/nhm2mer2 About Applied DNA Applied DNA Sciences, Inc. -- http//www.adnas.com -- is a biotechnology company developing technologies to produce and detect deoxyribonucleic acid ("DNA"). Using the polymerase chain reaction ("PCR") to enable both the production and detection of DNA, the Company operates in three primary business markets: (i) the manufacture of synthetic DNA for use in nucleic acid-based therapeutics; (ii) the detection of DNA in molecular diagnostics testing services; and (iii) the manufacture and detection of DNA for industrial supply chain security services. Melville, NY-based Marcum LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 7, 2023, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ARCH THERAPEUTICS: Weinberg & Company Raises Going Concern Doubt ---------------------------------------------------------------- Arch Therapeutics, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended September 30, 2023, that Weinberg & Company, P.A., the Company's independent auditor, expressed substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm, Weinberg & Company, P.A., said, "During the year ended September 30, 2023, the Company incurred a net loss and utilized cash flows in operations, and has had recurring losses since inception. These conditions raise substantial doubt about the Company's ability to continue as a going concern." For the year ended September 30, 2023, the Company recorded a net loss of $6,982,836 and used cash in operations of $3,374,216. The Company will need substantial additional funding and may be unable to raise capital when needed, which would force it to delay, reduce or eliminate its product development programs or commercialization efforts and could cause its business to fail. "We intend to obtain additional financing for our business through public or private securities offerings, the incurrence of additional indebtedness, or some combination of those sources. We may also seek funding through collaborative arrangements with strategic partners if we determine them to be necessary or appropriate, although these arrangements could require us to relinquish rights to our technology or product candidates and could result in our receipt of only a portion of any revenues associated with the partnered product. We cannot provide any assurance that additional financing from these sources will be available on favorable terms, if at all," Arch Therapeutics said. As of September 30, 2023, the Company had $1,958,189 in total assets, $9,465,921 in total liabilities, and 7,507,732 in total stockholders' deficit. A full-text copy of the Company's Form 10-K is available at http://tinyurl.com/frz2hsm6 About Arch Therapeutics Inc. Framingham, MA-based Arch Therapeutics, Inc. is a biotechnology company developing and marketing a products based on our innovative AC5 self-assembling technology platform. AVIS BUDGET: Moody's Rates New Senior Unsecured Notes 'B1' ---------------------------------------------------------- Moody's Investors Service assigned a B1 rating to the new backed senior unsecured notes of Avis Budget Finance plc, a wholly-owned subsidiary of Avis Budget Car Rental, LLC (Avis). All other ratings of Avis are unaffected, including the Ba3 corporate family rating, the Ba1 backed senior secured rating, and the B1 backed senior unsecured rating. The B1 backed senior unsecured rating on the existing notes of Avis Budget Finance plc is also unaffected. The outlook is stable. The new senior unsecured notes of Avis Budget Finance plc will be guaranteed by Avis and the obligations under the guarantee will rank equally in right of payment to Avis' existing senior unsecured indebtedness. The proceeds from the offering will be used to redeem all of the outstanding 4.750% senior unsecured notes due January 2026 that are issued by Avis Budget Finance plc. The rating on the 2026 notes will be withdrawn when the notes have been repaid in full. The remaining proceeds will be used for general corporate purposes, which may include repayment of indebtedness. RATINGS RATIONALE The Ba3 corporate family rating reflects the competitive position that Avis holds in the car rental industry. Avis' revenue is diversified across on-airport and off-airport operations, leisure and corporate travel, and by geography. Strategically, Avis is intently focused on enhancing customer experience, operational efficiency, fleet discipline, and connectivity. Despite its oligopolistic nature, the car rental market is highly competitive and poses several challenges that Avis has to contend with. These challenges include the cyclical nature of the industry, the possibility of future imbalances between industry fleet levels and customer demand, a heavy reliance on capital markets to fund annual fleet purchases, and the need to adapt to an evolving transportation landscape. The normalization that is taking shape in the car rental market continues pressuring earnings from peak cycle levels in 2022 due to lower revenue per day, higher depreciation on more costly new vehicles, abating capital gains on the sale of used vehicles, and higher interest expense. Nonetheless, Moody's projects that Avis' pre-tax income margin will remain robust in 2024, even though it will soften to the low teens. Debt/EBITDA will remain about 4 times. The stable outlook is predicated on Moody's expectation that Avis will continue generating solid earnings and cash flow over the next 12 months, notwithstanding the ongoing retreat from the very favorable market conditions in the last few years. Moody's anticipates that liquidity will remain good (SGL-2), supported by a cash balance of at least $500 million and typically between $500 million and $1 billion of available capacity under the company's revolving credit facility. Avis' ability to dispose used vehicles expeditiously remains critical when demand wanes to raise proceeds that can be deployed for repayment of the company's debt obligations. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded with evidence that Avis manages its assets efficiently, while industry fleet capacity and capital allocation remain disciplined. Metrics that would reflect such performance include pre-tax income as a percent of sales of at least 10%; EBITA/average assets of around 10%; and debt/EBITDA below 3.25 times. Good liquidity is also a requirement for an upgrade, including prudent management of collateral in the company's vehicle funding programs. The ratings could be downgraded if Avis is unable to manage fleet utilization consistently at approximately 70%, if revenue per vehicle per day drops considerably, if Avis' ability to dispose vehicles becomes constrained, or if there is a steep drop in used vehicle prices that would require Avis to increase collateral under its vehicle financing programs. Metrics that contribute to a rating downgrade include pre-tax income as a percent of sales of less than 7.5%, EBITA/average assets of less than 7%, or debt/EBITDA sustained above 4 times. The principal methodology used in this rating was Equipment and Transportation Rental published in February 2022. Avis Budget Car Rental, LLC is one of the world's leading car rental companies, operating under the Avis, Budget, and Zipcar brands in more than 10,000 rental locations worldwide. Revenue in 2023 was $12.0 billion. AY PHASE II: DBD to Sell 100% Class A Interest on April 30 ---------------------------------------------------------- In accordance with applicable provisions of the Uniform Commercial Code as enacted in New York, DBD AYB Funding LLC, as administrative agent for DBD AYB Funding LLC and AYB Funding 100 LLC ("secured party") will sell 100% of the Class A limited liability membership interests in AY Phase II Development Company LLC, as more particularly described in that certain amended and restated pledged and security agreement, dated June 17, 2015, by and among secured party and AY Phase II Mezzanine LLC ("collateral") to the highest qualified bidder at public sale The public sale will take place on April 30, 2024, at 3:30 p.m., both in person and remotely from the offices of Rosenberg & Estis PC, 733 Third Avenue, New York 10017, with access afforded in person and remotely via zoom or other web-based video conferencing and telephonic conferencing program selected by secured party. Secured party's understanding is that the principal assets of the Class A limited liability membership interests in AY Phase II Development Company LLC is the parcel of real property identified as B5, B6, B7 and B8 located in Brooklyn, New York, and more particularly known as the air rights parcels above Block 1120, Lots 19, 28, and 35 in Kings County, New York, as such collateral is described in that certain Schedule II to the omnibus first amendment and reaffirmation of loan documents dated as of June 17, 2015, by and among secured party, AY Phase II Mezzanine LLC, Forest City Enterprises Inc., Greenland US Holding Inc., and Greenland US Commercial Holding Inc. The sale will be conducted by Mannion Auctions LLC, by Matthew Mannion. Interested parties who would like additional information regarding the sale must contact the agent for secured party, Nick Scribani of Newmark at (212) 372-2113 or Nick.Scribani@nmrk.com. Attorney for the secured party can be reached at: Rosenberg & Estis PC Attn: Eric S. Orenstein, Esq. 733 Third Avenue New York, New York 10017 Tel: (212) 551-8438 Email: eorenstein@rosenbergestis.com BALADE YOUR WAY: Unsecureds to Recover 3% of Claims over 3 Years ---------------------------------------------------------------- Balade Your Way, Inc., and Great Caterers LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a Joint Subchapter V Plan of Reorganization dated February 13, 2024. BYW operates a restaurant called "Balade Your Way" located 144 West 37th Street New York, NY 10018. Great Caterers LLC, operates a restaurant called "Balade" located at 208 First Avenue New York, NY 10009. According to the Debtors' monthly operating reports and projections, the Debtors will have income available over the next three years to pay its creditors in the amounts proposed in this Plan. This Joint Plan of Reorganization proposes to pay creditors from the Debtors' cash on hand and the Debtors' projected income for the next three years. Class 2 non-priority unsecured creditors holding allowed claims against either of the Debtors will receive, at the sole discretion of the Debtors, either (a) on or before six months after the Effective Date, or (b) in 3 equal annual installments within three years after the Effective Date, a 3% distribution on their allowed claims. This Plan also provides for the payment of administrative and priority claims in full. Each holder of an administrative expense claim will be paid in full on the effective date of this Plan, in cash, or upon such other terms as may be agreed upon by the holder of the claim and the Debtors. The Debtors anticipate paying the Subchapter V Trustee's approved fees and expenses on the Effective Date (estimated at $10,000). The Debtors' counsel, Davidoff Hutcher & Citorn LLP ("DHC") will be paid n twelve equal monthly installment payments starting from the Effective Date and accountants, Klinger & Klinger LLP will also be paid in twelve equal monthly installment payments starting from the Effective Date. The Debtors estimate that on the Effective Date, DHC's administrative expense claims to total approximately $45,000 and Klinger's to total approximately $30,000. Class 1 consists of the Secured Claim of NYSDTF Against Great Caterers. Class 1 of the Plan is the allowed senior secured claim of NYSDTF in the amount of approximately $235,337.00, including statutory interest. Great Caterers shall make monthly payments over no more than 5 years after the Petition Date to NYSDTF. In addition, NYSDTF will continue to retain liens on all of Great Caterers' assets until full repayment of the claim. Class 2 claims are the allowed general unsecured claims of the Debtors in the approximate amount of $4,704,194.7 and include all other creditors asserting a junior lien in the Debtors' assets. Each holder of an allowed Class 2 claim shall receive a 3% total distribution on their allowed claim in three annual consecutive installments commencing on or before April 1, 2024, over a period of three years after the Effective Date, or in one lump sum at any time. Class 3 represents the equity interest of the Debtors. Upon the effective date of the Plan, the holder of equity interest in the Debtors will retain his interests. The Plan shall be funded from (a) the Debtors' cash on hand and (b) the Debtors' projected income for the next three years. A full-text copy of the Joint Subchapter V Plan dated February 13, 2024 is available at https://urlcurt.com/u?l=BuNWwe from PacerMonitor.com at no charge. Attorney for Plan Proponent: Robert L. Rattet, Esq. Jonathan S. Pasternak, Esq. Davidoff Hutcher & Citron, LLP 120 Bloomingdale Road, Suite 100 White Plains, NY 10605 Telephone: (914) 381-7400 Email: rlr@dhclegal.com jsp@dhclegal.com About Balade Your Way Balade Your Way, Inc. is a full-service restaurant in New York, which specializes in Middle Eastern cuisine. Balade Your Way, Inc. and its affiliate, Great Caterers, LLC, filed their petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 23-11384 and 23-11383) on Aug. 30, 2023. At the time of the filing, Balade Your Way reported $100,000 to $500,000 in assets and $1 million to $10 million in liabilities while Great Caterers reported $100,001 to $500,000 in assets and $1 million to $10 million in Liabilities. Jonathan S. Pasternak, Esq., at Davidoff Hutcher & Citron, LLP represents the Debtors as legal counsel. BELLRING BRANDS: S&P Raises ICR to 'BB-' on Continued Deleveraging ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on U.S.-based BellRing Brands Inc. to 'BB-' from 'B+. Concurrently, S&P raised its issue-level ratings on the $840 million senior unsecured notes due 2030 to 'BB-' from 'B+'. The recovery rating remains '3', reflecting our estimate of meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. The stable outlook reflects the company's favorable market position in the convenient nutrition category, which should support continued strong revenue growth and healthy free operating cash flow (FOCF) generation, while the company maintains financial policies consistent with sustaining leverage below 3x . The upgrade reflects the company's rapid deleveraging and sustained organic growth over the past few years. During the first fiscal quarter ended Dec. 31, 2023, Bellring's revenues grew 18.7%, driven by strong volume increases and partially offset by price mix declines for both its brands. S&P Global Ratings-adjusted EBITDA grew 24% during the first fiscal quarter compared with the same prior-year period. The company has quickly repaid debt after its spin-off from Post Holdings Inc., whereby it funded a debt-financed distribution to Post, resulting in leverage of about 4.1x. Thereafter, its profitability continued to grow, reaching adjusted EBITDA of over $330 million for the fiscal year ended Sept. 30, 2023. The company's EBITDA continues to expand in fiscal 2024 and we forecast EBITDA exceeding $380 million by the end of the year. S&P Global Ratings-adjusted leverage was 2.4x for the 12-months ended December 31, 2023, compared with 3.6x for the same prior-year period. Volumes at Premier Protein, which comprises about 83% of the company's sales, increased 20% in the first fiscal quarter driven by higher ready-to-drink (RTD) shake production. Retail consumption for the ready-to-drink category remained strong with Premier Protein's RTD shake consumption up 29% during the quarter. Premier Protein's household penetration reached all-time highs of 17% and the brand continued to lead the category with 21% market share. Dymatize, which constitutes about 14% of sales, increased volumes by 32% driven by distribution gains while the brand's consumption grew by 16% during the quarter. S&P said, "We expect demand for the company's shakes as well as powders to remain robust in 2024, with continued high growth in consumption rates and improving production capacity resulting in about 14% revenue growth for the company. We believe the company's profitability will benefit from higher volumes, lower raw material costs, and higher operating leverage, which will be partially offset by higher packaging costs and increased promotions and marketing expenses as the company continues to reinvest into the business to expand distribution and market share. We forecast S&P Global Ratings' adjusted debt to EBITDA will be around 2.2x for the fiscal year ending Sept. 30, 2024." Strong category dynamics and capacity expansion should support continued volume and profitability growth in fiscal 2024. BellRing almost doubled its revenues in fiscal 2023 to about $1.7 billion compared to $854 million in fiscal 2019 when it completed its initial public offering (IPO). These results reflect the company's strong market position in the convenient nutrition category, which has grown rapidly driven by consumers' pursuit of active lifestyles, growing interest in nutrition and wellness, a rise in snacking, and desire for on-the-go meal replacement options. The company's sales are concentrated with the Premier Protein and Dymatize brand names, which leaves it vulnerable to reputational damage or changing consumer tastes and preferences. BellRing's Premier Protein powders have continued to receive favorable customer reception. S&P said, "We expect sustained high growth in the powders business to support the brand's diversification into newer product forms. We believe favorable trends in the convenient nutrition category will continue to propel growth and the company will continue to maintain or expand its market share from the current 20% levels as it continues to grow total distribution points (TDPs) and increases household penetration." BellRing added two new co-manufacturing partners in fiscal 2022 and fiscal 2023 each to increase its production capacity. One smaller production facility began production in the second quarter of fiscal 2023 and another started in the third quarter last year. As a result of these additions, the company's production capacity increased 17% in fiscal 2023. Further, the company's greenfield facility under Post Holdings began production in December 2023. The expansion will ramp over the next 12 months and is expected to increase capacity by an additional 10%. S&P said, "We expect BellRing's production capacity to increase by about 20% in fiscal 2024. However, given the strong consumption patterns, we forecast that supply will remain constrained for rest of the year." Category growth and capacity expansion should enable the company to exceed its long-term revenue growth target of 10%-12% and for its EBITDA margin to remain at the high-end of its long-term range of 18%-20% in fiscal 2024. S&P forecasts steady margin performance for the company even as it accelerates its advertising and promotion spend. S&P said, "We expect BellRing's gross margins in fiscal 2024 to increase towards the mid-range of the company's long-term goal of 32%-34% from 31.8% in fiscal 2023 driven by lower raw material costs. This should provide the company incremental flexibility to increase its marketing and promotion spend as capacity constraints ease. The company's marketing budget is a significant portion of operating expenses, but it has been effective and is necessary to communicating to its consumers and positioning its brands favorably in the category. We expect the company to increase its promotional activity at key retailers during the seasonally-high second quarter. We further expect advertising expenses to increase meaningfully in the fourth quarter of fiscal 2024 when the company has sufficient capacity and enough weeks of inventory on hand to fulfill customer demand." S&P expects BellRing to remain a consistent cash flow generator. The company's expansion of its revenue and solid EBITDA margins averaging in the high-teens range over the last five years have improved its FOCF generation. S&P expects BellRing will generate about $180 million-$230 million of FOCF annually over the next two years, despite higher working capital investments to increase its Premier Protein shakes inventory levels to about 6-8 weeks of supply from the current levels of 4-5 weeks of supply. The company's asset-light business model limits its fixed overhead expenses and capital expenditures, while providing greater flexibility and downside protection if demand is soft. S&P said, "The improvement in BellRing's FOCF has enabled it to return a modest amount of capital to its shareholders, which we expect will continue. In fiscal 2023, the company repurchased $125 million of stock after generating over $200 million FOCF. We currently expect it will repurchase $150 million-$200 million of its shares annually. Although BellRing could employ a more acquisitive growth strategy, we believe the company will focus on organic growth opportunities in the near-term and maintain leverage below its publicly stated target range of 2.5x-3x. "The stable outlook reflects the company's favorable market position in the convenient nutrition industry, which should support continued high revenue growth and healthy FOCF generation in fiscal 2024, while the company maintains financial policies consistent with sustaining leverage below 3x." S&P could lower our rating on BellRing if it believes it will sustain leverage above 3x. This could occur if: -- Demand for Premier Protein shakes wanes because of increased competition from existing or new entrants in its categories; -- Inflationary pressures erode profitability and cash flow; -- The company loses one of its largest customers; or -- The company makes large, debt-financed acquisitions or shareholder returns. While unlikely over the next 12 months, S&P could raise its rating on BellRing if the company continues to reduce its business concentration by further diversifying into other products and categories and diversifying away from the club channel, while managing its high growth and profitability, and maintains leverage below 2x. This could occur if the company: -- Continues to expand distribution and gain market share, and the business shows continued momentum with organic revenue growth in the low-teens percentages and solid profitability and FOCF conversion; and -- Commits to and demonstrates a more conservative financial policy and committed to maintain leverage below 2x even after incorporating potential acquisitions and share repurchases. S&P said, "ESG factors are an overall neutral consideration in our credit rating analysis of BellRing Brands Inc. The company sells on-trend functional beverages and sports nutrition products that cater to consumers' desire for nutritious, on-the-go snacking and meal replacement options. However, the category is very competitive, and consumer preferences including dietary trends, can change rapidly. Given the company's high product and brand concentration, we believe it is essential that the company maintains clear labeling of precise and verifiable key nutritional data on all of its products and continues to innovate and diversify its product offerings." BEND ARCH: Seeks to Hire Joyce W. Lindauer as Bankruptcy Counsel ---------------------------------------------------------------- Bend Arch Petroleum Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Joyce W. Lindauer Attorney, PLLC to serve as legal counsel in its Chapter 11 case. The firm's hourly rates are as follows: Joyce W. Lindauer, Esq. $495 per hour Sydney Ollar, Esq. $295 per hour Laurance Boyd, Esq. $250 per hour Dian Gwinnup $225 per hour The Debtor paid a filing fee of $11,738. Joyce Lindauer, Esq., the owner of the law firm, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joyce W. Lindauer, Esq. Kerry S. Alleyne, Esq. Guy H. Holman, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 Email: joyce@joycelindauer.com About Bend Arch Petroleum Inc. Bend Arch Petroleum Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-40417) on Feb. 5, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Johnnie Lee Bitters as president. Judge Mark X. Mullin presides over the case. Joyce W. Lindauer, Esq. at Joyce Lindauer, Attorney represents the Debtor as counsel. BEYOND AIR: Raises Going Concern Doubt -------------------------------------- Beyond Air, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended December 31, 2023, that substantial doubt exists about the Company's ability to continue as a going concern. According to the Company, it used cash in operating activities of $45.3 million for the nine months ended December 31, 2023, and has accumulated losses attributable to the stockholders of Beyond Air of $226 million. The Company had cash, cash equivalents and marketable securities of $31.3 million as of December 31, 2023. In addition, $5.2 million of cash is held on deposit by their contract manufacturer to be applied against future purchases. The Company expects to incur net losses and have significant cash outflows for at least the next 18 months, including making significant investments in research and development. Management believes these factors raise substantial doubt about the Company's ability to meet its obligations with cash on hand and concluded that the Company will require additional funding within one year from the date these financial statements are issued. For the three months ended December 31, 2023, the Company incurred a net loss of $17.3 million on $391,000 of revenue, compared to a net loss of $13.8 million for the same period in 2022. For the nine months ended December 31, 2023, the Company incurred a net loss of $49.7 million on 689,000 of revenue, compared to a net loss of $38.3 million for the same period in 2022. As of December 31, 2023, the Company has $51.9 million in total assets, $28.4 million in total liabilities, and $23.5 in total equity. Management is confident that the efforts to arrange financing, while not assured, will enable them to meet the Company's obligations. Management currently has various funding options in place to raise additional capital such as a debt line of $22.5 million with Avenue Capital, an ATM sales agreement with $34.3 million of available funds, assets that can be leveraged such as Beyond Cancer, Autism, LungFit PH ex-US partnerships, LungFit PRO ex-US partnerships and LungFit GO partnerships. Additionally, in January 2023 the Company filed a shelf registration statement on form S-3, which allows the Company to offer and sell up to $200 million of its equity or equity-linked securities. With respect to Beyond Cancer, discussions are underway with investment banks to raise capital based on their most recent top line data from the phase 1a, first-in-human trial which was successful in the first six patients with no dose limiting toxicities at the first dose. Treatment in the next dosing cohort has begun. A full-text copy of the Company's Form 10-Q is available at: https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1641631/000149315224005930/form10-q.htm#na_003 About Beyond Air Inc. Garden City, NY- based Beyond Air, Inc. is a commercial-stage medical device and biopharmaceutical company developing a platform of nitric oxide ("NO") generators and delivery systems (the "LungFit platform") capable of generating NO from ambient air. BION ENVIRONMENTAL: Raises Going Concern Doubt ---------------------------------------------- Bion Environmental Technologies, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended December 31, 2023, that substantial doubt exists about the Company's ability to continue as a going concern. According to the Company, it incurred a net loss of $1.46 million and $1.65 million for the six months ended December 31, 2023 and 2022, respectively. At December 31, 2023, the Company had a working deficit and a stockholders' equity of approximately $3.8 million and $3.6 million, respectively. The Company has not generated significant revenues (even though it earned a net income of $8.29 million for the year ended June 30, 2022) and incurred a net loss of approximately ($3.19 million) during the year ended June 30, 2023. The Company's lack of revenue and/or operating profits, together with the low likelihood of generating positive cash flow and/or net income during the next 12-24 months, raise substantial doubt about the Company's ability to continue as a going concern. As of December 31, 2023, the Company had $9.6 million in total assets, $5.94 million in total liabilities, and $3.63 million in total equity. A full-text copy of the Company's Form 10-Q is available at http://tinyurl.com/y6huu9ru About Bion Environmental Technologies Old Bethpage, NY-based Bion Environmental Technologies, Inc. designs, markets, and manages waste, waste water, and storm water treatment systems for the agricultural and food processing industries. Bion also produces organic fertilizers, potting soils, and soil amendments by mixing nutrient-rich livestock waste with sand, peat moss, and pine bark. BIOTRICITY INC: Reports $3 Million Net Loss in Third Quarter ------------------------------------------------------------ Biotricity Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to common stockholders of $3.05 million on $2.17 million of net revenue for the three months ended Dec. 31, 2023, compared to a net loss attributable to common stockholders of $4.75 million on $1.40 million of net revenue for the three months ended Dec. 31, 2022. For the nine months ended Dec. 31, 2023, the Company reported a net loss attributable to common stockholders of $10.53 million on $6.08 million of net revenue, compared to a net loss attributable to common stockholders of $14.67 million on $3.91 million of net revenue for the same period a year ago. As of Dec. 31, 2023, the Company had $5.48 million in total assets, $32.21 million in total liabilities, $1.03 million in mezzanine equity, and a total stockholders' deficiency of $27.75 million. Biotricity said, "The Company is in the early stages of commercializing its first product and is concurrently in development mode, operating a research and development program in order to develop, obtain regulatory clearance for, and commercialize other proposed products. The Company has incurred recurring losses from operations, and as of December 31, 2023, had an accumulated deficit of $123.1 million and a working capital deficiency of $14.69 million. Those conditions raise substantial doubt about its ability to continue as a going concern for a period of one year from the issuance of these condensed consolidated financial statements." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001630113/000149315224007244/form10-q.htm About Biotricity Headquartered in Redwood City, CA, Biotricity Inc. is a medical technology company focused on biometric data monitoring and diagnostic solutions. The Company's aim is to deliver remote monitoring solutions to the medical, healthcare, and consumer markets, with a focus on diagnostic and post-diagnostic solutions for lifestyle and chronic illnesses. Richmond Hill, Ontario, Canada-based SRCO Professional Corporation, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 29, 2023, citing that the Company has incurred recurring losses from operations, has negative cash flows from operating activities, working capital deficiency and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. BOWFLEX INC: Delays Filing of 10-Q Report for Period Ended Dec. 31 ------------------------------------------------------------------ BowFlex Inc. filed a Form 12b-25 with the U.S. Securities and Exchange Commission notifying the delay in filing its Form 10-Q for the period ended December 31, 2023. According to the Company, it is unable to timely file, without unreasonable effort and expense, its Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2023, because, as previously announced, the Company has undertaken a comprehensive review of strategic alternatives. This process has involved significant efforts by members of the Company's management and financial and accounting teams. As a result of the increased workload, the Company is not able to timely file its Form 10-Q. The Company anticipates that the Form 10-Q will disclose that, unless it is able to promptly consummate a transaction or access additional sources of liquidity, there is substantial doubt about the Company's ability to continue as a going concern. As a result of the decline in the Company's market capitalization, losses from operations, and adverse market conditions, among other reasons, the Company is also performing an impairment test of its long-lived assets and anticipates disclosing in the Form 10-Q an impairment charge of approximately $21 million. About Bowflex Inc. Headquartered in Vancouver, Washington, BowFlex Inc. (NYSE:BFX) is a global leader in digitally connected home fitness solutions. The Company's brand family includes BowFlex, Schwinn, and JRNY, its digital fitness platform. With a broad selection of exercise bikes, cardio equipment, and strength training products, BowFlex Inc. empowers healthier living through individualized connected fitness experiences and in doing so, envisions building a healthier world, one person at a time. BOY SCOUTS: Abuse Victims Cannot Reverse Box Check Error -------------------------------------------------------- Clara Geoghegan of Law360 reports that a group of childhood sexual abuse survivors who say they inadvertently elected for a quicker but smaller claims pay out from the Boy Scouts of America can't reverse their selection, a Delaware bankruptcy judge ruled, saying the motions to revise their ballots is a request to modify a confirmed Chapter 11 plan. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC, as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BULA DEVELOPMENTS: Taps Gabriel Liberman APC as Bankruptcy Counsel ------------------------------------------------------------------ Bula Developments, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire the Law Offices of Gabriel Liberman, APC as its bankruptcy counsel. The firm will implement the restructuring and reorganization of the Debtor's Chapter 11 case. The firm will be paid at these rates: Gabriel E. Liberman $385 per hour Paraprofessionals $150 per hour The firm will be paid a retainer in the amount of $7,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Gabriel E. Liberman, Esq., a partner at Law Offices of Gabriel Liberman, APC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Gabriel E. Liberman, Esq. LAW OFFICES OF GABRIEL LIBERMAN, APC 1545 River Park Drive, Suite 530 Sacramento, CA 95815 Tel: (916) 485-1111 Fax: (916) 485-1111 Email: Gabe@4851111.com About Bula Developments, Inc. Bula Developments, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-24619) on Dec. 26, 2023, listing $10,000,001 to $50 million in assets and $1,000,001 to $10 million in liabilities. Gabriel E. Liberman, Esq. at the Law Offices of Gabriel Liberman, APC represents the Debtor as counsel. CALAMP CORP: Has Until March 4 to Submit Nasdaq Compliance Plan --------------------------------------------------------------- CalAmp Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 16, 2024, the Company received written notification from The Nasdaq Stock Market LLC that the Company has achieved compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5450(a)(1), resolving the deficiency letter the Company received from Nasdaq on Aug. 22, 2023, with respect to the Minimum Bid Requirement. As previously reported, the Company received a separate deficiency letter from Nasdaq on Jan. 18, 2024, notifying the Company that it is not in compliance with the minimum stockholders' equity requirement for continued listing in Nasdaq Listing Rule 5450(b)(1)(A), which requires listed companies to maintain stockholders' equity of at least $10,000,000. Under Nasdaq Rules, the Company has until March 4, 2024, to submit a plan to regain compliance with the Stockholders' Equity Requirement. The Company intends to submit the compliance plan on or before March 4, 2024. About CalAmp CalAmp Corp. is a connected intelligence company that leverages a data-driven solutions ecosystem to help people and organizations improve operational performance. The Company solves complex problems for customers within the market verticals of transportation and logistics, commercial and government fleets, industrial equipment, K12 fleets, and consumer vehicles by providing solutions that track, monitor, and protect their vital assets. CalAmp Corp. reported a net loss of $32.49 million for the year ended Feb. 28, 2023, a net loss of $27.99 million for the year ended Feb. 28, 2022, a net loss of $56.31 million for the year ended Feb. 28, 2021, and a net loss of $79.30 million for the year ended Feb. 29, 2020. Management concluded that the uncertainties associated with the Company's ability to cure noncompliance with the Nasdaq listing requirements coupled with the repurchase rights of the 2025 Convertible Note holders under a fundamental change scenario represent conditions raising substantial doubt regarding the Company's ability to continue as a going concern. "In response to these conditions, management intends to request a waiver from the holder of the 2025 Convertible Notes to waive the fundamental change provision in the Convertible Notes agreement and concede the right to require the Company to repurchase the Convertible Notes in the event that the Company is delisted from the Nasdaq. However, these plans have not been finalized and are not within the Company's control, and therefore cannot be deemed probable. As a result, the Company has concluded that management's plans do not alleviate substantial doubt about the Company's ability to continue as a going concern," said CalAmp in its Quarterly Report for the period ended Nov. 30, 2023. CANO HEALTH: Receives Initial OK for DIP Devoid of Lender Fees -------------------------------------------------------------- Vince Sullivan of Law360 reports that a Delaware bankruptcy judge on Tuesday, February 6, 2024, delayed approving $22.5 million in fees payable to post-petition lenders in the Chapter 11 case of primary care group Cano Health Inc. , saying the company didn't show the fees were required to induce lenders to participate in a $150 million debtor-in-possession loan package. About Cano Health Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a primary care-centric, technology-powered healthcare delivery and population health management platform. Founded in 2009, with its headquarters in Miami, Florida, Cano Health is transforming healthcare by delivering primary care that measurably improves the health, wellness, and quality of life of its patients and the communities it serves through its primary care medical centers and supporting affiliated providers. Cano Health reported a net loss of $428.39 million in 2022, a net loss of $116.74 million in 2021, a net loss of $71.06 million in 2020, and a net loss of $19.78 million in 2019. In its Quarterly Report for the period ended Sept. 30, 2023, Cano Health said its management has evaluated the significance of certain conditions in relation to the Company's ability to meet its obligations and has concluded that there is substantial doubt about the Company's ability to continue as going concern within one year after the date that the financial statements were issued. Cano Health also said its ability to continue as a going concern is contingent upon, among other things, successful execution of management's intended plan over the next 12 months to improve its liquidity and profitability. * * * As reported by the TCR on Aug. 17, 2023, S&P Global Ratings lowered its issuer credit rating on Cano Health Inc. to 'CCC-' from 'B-'. S&P said, "We based our negative outlook on our expectation for continued weak operating performance and cash flow deficits. Given the company's current liquidity position, we believe there is heightened risk of a near-term default such as a bankruptcy filing, debt restructuring, or missed interest payment." CANO HEALTH: Section 341(a) Meeting Set for March 15 ---------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of creditors of Cano Health Inc. and its debtor-affiliates on March 15, 2024, at 1:00 p.m. (ET), at J. Caleb Boggs Federal Building, 844 Kings Street, 3rd Floor, Suite 3209, Wilmington, Delaware. The meeting or creditors is scheduled by held by telephone, contact: Dial-inNumber: 1-866-821-1355 Passcode: 7178157# The 11 U.S.C. Sec. 341(a) meeting may be continued or adjourned to a later date. If so, the date will be on the court docket. Creditors may attend, but are not required to do so. About Cano Health Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a primary care-centric, technology-powered healthcare delivery and population health management platform. Founded in 2009, with its headquarters in Miami, Florida, Cano Health is transforming healthcare by delivering primary care that measurably improves the health,wellness, and quality of life of its patients and the communities it serves through its primary care medical centers and supporting affiliated providers. Cano Health reported a net loss of $428.39 million in 2022, a net loss of $116.74 million in 2021, a net loss of $71.06 million in 2020, and a net loss of $19.78 million in 2019. * * * As reported by the TCR on Aug. 17, 2023, S&P Global Ratings lowered its issuer credit rating on Cano Health Inc. to 'CCC-' from 'B-'. S&P said, "We based our negative outlook on our expectation for continued weak operating performance and cash flow deficits. Given the company's current liquidity position, we believe there is heightened risk of a near-term default such as a bankruptcy filing,debt restructuring, or missed interest payment." CEMTREX INC: Raises Going Concern Doubt --------------------------------------- Cemtrex, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended December 31, 2023, that substantial doubt exists about the Company's ability to continue as a going concern. According to the Company, it has incurred substantial losses of $9,196,875 and $13,020,958 for fiscal years 2023 and 2022, respectively, and has losses on continuing operations for the three months ending December 31, 2023, of $1,314,395 and has current liabilities of $28,696,123 and working capital deficit of $2,284,787, that raise substantial doubt with respect to the Company's ability to continue as a going concern. While the Company's working capital deficit and current debt indicate a substantial doubt regarding the Company's ability to continue as a going concern, the Company has historically, from time to time, satisfied and may continue to satisfy certain short-term liabilities through the issuance of common stock, thus reducing the Company's cash requirement to meet its operating needs. The Company has approximately $2.84 million in cash as of December 31, 2023. Additionally, the Company has (i) secured a line of credit for its Vicon brand to fund operations, which as of December 31, 2023, has available capacity of $1,642,676, (ii) sold unprofitable brands, reducing the cash required to maintain those brands, (iii) continually reevaluate the Company's pricing model on its Vicon brand to improve margins on those products, and (iv) has effected a 35:1 reverse stock split on the Company's common stock to remain trading on the Nasdaq Capital Markets, and improve its ability to potentially raise capital through equity offerings that it may use to satisfy debt. In the event additional capital is raised through equity offerings and/or debt is satisfied with equity, it may have a dilutive effect on the Company's existing stockholders. While the Company believes these plans if successful, would be sufficient to meet the capital demands of its current operations for at least the next 12 months, there is no guarantee that the Company will succeed. Overall, there is no guarantee that cash flow from the Company's existing or future operations and any external capital that it may be able to raise will be sufficient to meet its working capital needs. The Company currently does not have adequate cash or available liquidity/available capacity on its lines of credit to meet its short or long-term needs. Absent an ability to raise additional outside capital and restructure or refinance all or a portion of its debt, the Company will be unable to meet its obligations as they become due over the next 12 months beyond the issuance date. For the three months ended December 31, 2023, the Company reported a net loss of $1,303,903, compared to a net loss of $6,336,374 for the same period in 2022. As of December 31, 2023, the Company had $45,298,305 in total assets and $37,983,094 in total liabilities. A full-text copy of the Company's Form 10-Q is available at http://tinyurl.com/4rtefxpz About Cemtrex Hauppauge, NY-based Cemtrex, Inc. operates as a technology company. The Company focuses on driving innovation in markets such as internet of things (IoT), augmented, virtual reality, artificial intelligence, and computer vision in wide range of sectors. Cemtrex serves clients in the United States. CF SAFETY: Seeks to Hire CoxHollidaYoung as Accountant ------------------------------------------------------ CF Safety Training and Consulting, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to employ CoxHollidaYoung, PLLC as its accountant. The Debtor requires the professional services of an accountant for monthly bookkeeping, tax advice, tax preparation and overall financial management services. The firm will be paid at these rates: Clyde Young, CPA $250 per hour Other Professionals $120 to $140 per hour Staff $90 per hour CoxHollidaYoung is a "disinterested person" within the meaning of 11 U.S.C. 101(14), according to court filings. The firm can be reached through: Clyde Young, CPA COXHOLLIDAYOUNG, PLLC 101 N. Spring St. # 200 Martinsburg, WV 25401 Phone: (304) 263-0891 About CF Safety Training and Consulting CF Safety Training and Consulting, Inc. is a safety company that provides a wide range of services to companies in construction, general industry, maritime and agriculture. The company is based in Shenandoah Junction, W.Va. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00598) on December 26, 2023, with up to $50,000 in assets and $1 million to $10 million in liabilities. Russell Frederick Collins, member and manager, signed the petition. Judge David L. Bissett oversees the case. Aaron C. Amore, Esq., at Amore Law, PLLC represents the Debtor as bankruptcy counsel. CHINOS INTERMEDIATE 2: Moody's Alters Outlook on 'B2' CFR to Stable ------------------------------------------------------------------- Moody's Investors Service changed Chinos Intermediate 2 LLC's (dba "J.Crew") outlook to stable from negative. At the same time, Moody's affirmed J.Crew's ratings including its B2 corporate family rating, B2-PD probability of default rating and the B2 senior secured bank credit facility rating. The outlook change to stable reflects Moody's view that the company has strengthened its EBITDA margins and credit metrics in the fiscal year ended Feb 3, 2024 through effectively managing promotions, product assortment and inventory levels, executing on the J.Crew Factory build-out strategy and implementing cost reductions. The company is also benefiting from lower freight and input costs and stabilized supply chains. For fiscal 2024 (year-ended Feb 3, 2024), Moody's anticipates EBITDA margins to expand about 250 bps and for debt/EBITDA to improve to about 2.85x from about 3.22x and EBITA/interest to improve to 1.85x from about 1.50x a year ago. For fiscal 2025 (year-ended Feb 1, 2025), Moody's expects continued resilience in financial performance with revenue growth in the mid-single digits (including the impact of new stores), stable margins and for leverage and coverage to be around 2.75x and 1.85x, respectively. RATINGS RATIONALE J.Crew's B2 CFR is constrained by the company's relatively small scale, high fashion risk and the highly competitive nature of the apparel retail sector. In addition, the ratings are constrained by governance considerations, including ownership by its former lenders, which increases the risk of aggressive financial strategy actions. The company has been contending with the turnaround of the J.Crew full-price business over the past several years and more recently, an industry-wide highly promotional environment, which have been key credit negatives. At the same time, the rating is supported by J.Crew's adequate credit metrics with Moody's-adjusted debt/EBITDA expected to be about 2.85x and EBITA/interest of around 1.85x, for fiscal year ended Feb 3, 2024. Moody's expects stable performance for fiscal year ended Feb 1, 2025 and for the company to have good liquidity including adequate cash balances and access to a $400 million asset-based revolving credit facility (which had about $30 million of borrowings and $56 million of letters of credit outstanding, as of October 28, 2023). The company also benefits from a lack of near-term maturities and the company's ownership of the Madewell business, which demonstrated sustained growth before the pandemic and had new brand leadership recently appointed. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the company demonstrates a transparent and strong commitment to conservative financial policies. An upgrade would also require a sustained period of solid operating performance in both the Madewell and J.Crew businesses and maintenance of good liquidity. Quantitatively, the ratings could be upgraded if debt/EBITDA is maintained below 3 times and EBITA/interest expense remains above 3 times. The ratings could be downgraded if operating performance weakens or liquidity deteriorates. Quantitatively, the ratings could be downgraded with expectations that debt/EBITDA will be sustained above 4 times or EBITA/interest expense sustained below 1.75 times. Chinos Intermediate 2 LLC (dba J.Crew) is a retailer of women's, men's and children's apparel, shoes and accessories under the J.Crew and Madewell brands. For the last twelve months ended October 28, 2023, the company generated revenue of approximately $2.57 billion through its stores, websites and retail partners. The company is majority owned by Anchorage Capital Group, L.L.C. following the 2020 bankruptcy emergence. The principal methodology used in these ratings was Retail and Apparel published in November 2023. CLARKE GIBSON: Seeks to Hire Williams & Samuel as Accountant ------------------------------------------------------------ Clarke Gibson Restaurant Group, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Stephen S. Samuel, CFA and Williams & Samuel LLC as its accountant/CPA. The firm will provide accounting services during the pendency of this case. Mr. Samuel will charge $225 per hour for his services. Mr. Samuel, a partner at Williams & Samuel, assured the court that he has no interest adverse to the estate and is a disinterested person. The accountant can be reached through: Stephen S. Samuel, CFA, FRM, CPA 1644 West Alabama Street Houston, TX 77006 Tel: (850) 212-8725 About Clarke Gibson Restaurant Group Clarke Gibson Restaurant Group, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-30242) on Jan. 24, 2024, listing up to $50,000 in both assets and liabilities. Aaron W. McCardell, Sr., Esq. at The Mccardell Law Firm, PLLC represents the Debtor as counsel. CYTODYN INC: David F. Welch Holds 5.1% Equity Stake --------------------------------------------------- David F. Welch disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, he beneficially owned 49,883,509 shares of CytoDyn Inc.'s common stock, representing 5.1% of the shares outstanding. The amount beneficially owned includes 801,404 shares of Common Stock subject to immediately exercisable stock options held by David Welch; 624,220 shares of Common Stock and 1,000 shares of Series D Preferred Stock immediately convertible into 1,250,000 shares of Common Stock held by WFI Investments, LLC (f/k/a LRFA, LLC), of which David Welch is the managing member; 1,795,750 shares of Common Stock and warrants to purchase up to an aggregate of 41,191,800 shares of Common Stock held by the Welch Revocable Trust, of which David Welch is the trustee; 929,486 shares of Common Stock held by Welch Charitable Remainder Unitrust Agreement II dtd 3/2/2000, of which David Welch is the trustee; 1,607,091 shares of Common Stock and immediately exercisable warrants to purchase up to an aggregate of 58,200 shares of Common Stock held by 2020 Welch Charitable Remainder Unitrust dated Aug.5, 2020, of which David Welch is the trustee; and 1,625,558 shares of Common Stock held by 2020 Welch Childrens Charitable Remainder Unitrust dtd 8/5/2020, of which David Welch is the trustee. A full-text copy of the Report is available at http://tinyurl.com/565mand5 About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com-- is a clinical stage biotechnology company focused on the clinical development and potential commercialization of its product candidate, leronlimab, which is being studied for MASH, MASH-HIV, solid tumors in oncology, and other HIV indications. The Company's focus is on implementing a therapeutic development and commercialization pathway for leronlimab through an approach that is opportunistic and minimizes the amount of Company capital needed for the creation of value by identifying strategies that are time- and cost-effective and support the creation of non-dilutive financing opportunities, such as license agreements and co-development or strategic partnerships. CytoDyn reported a net loss of $79.82 million for the year ended May 31, 2023, compared to a net loss of $210.82 million for the year ended May 31, 2022. As of Nov. 30, 2023, the Company had $9.24 million in total assets, $123.62 million in total liabilities, and a total stockholders' deficit of $114.38 million. San Jose, California-based Macias Gini & O'Connell LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Sept. 13, 2023, citing that the Company incurred a net loss of approximately $70,146,000 for the year ended May 31, 2023, and has an accumulated deficit of approximately $832,012,000 through May 31, 2023, which raises substantial doubt about its ability to continue as a going concern. DALRADA FINANCIAL: Losses Raise Going Concern Doubt --------------------------------------------------- Dalrada Financial Corp disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended December 31, 2023, that substantial doubt exists about the Company's ability to continue as a going concern. The Company's net loss and limited working capital raise substantial doubt about its ability to continue as a going concern. It incurred a net loss of $5,440,180 and $10,278,316 during the three and six months ended December 31, 2023, respectively. The Company will be required to raise substantial capital to fund its capital expenditures, working capital, and other cash requirements. It will continue to rely on related parties and seek other financing to complete its business plans. The successful outcome of future financing activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operational results. "In addition to our current deficit, we may incur additional losses during the foreseeable future, until we are able to successfully execute our business plan. There is no assurance that we will be able to obtain additional financing through private placements or public offerings necessary to support our working capital requirements. To the extent that funds generated from any private placements or public offerings are insufficient, we will have to raise additional working capital through other sources, such as bank loans or financings. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms," Dalrada said. As of December 31, 2023, the Company had $26,426,023 in total assets, $29,357,690 in total liabilities, and $2,931,667 in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at http://tinyurl.com/kvpfvnv3 About Dalrada Financial Corp Dalrada Financial Corporation operates as a technology and manufacturing company. The Company owns and operates a global group of clean energy, healthcare, precision manufacturing, and technology companies. Dalrada Financial serves customers worldwide. DATASEA INC: Recurring Losses Raise Going Concern Doubt ------------------------------------------------------- Datasea Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended December 31, 2023, that substantial doubt exists about the Company's ability to continue as a going concern. According to the Company, for the three months ended December 31, 2023 and 2022, the Company had a net loss of approximately $1.83 million and $1.29 million, respectively. For the six months ended December 31, 2023 and 2022, the Company had a net loss of approximately $1.86 million and $2.63 million, respectively. The Company had an accumulated deficit of approximately $29.92 million as of December 31, 2023, and negative cash flow from operating activities of approximately $5.63 million and $1.77 million for the six months ended December 31, 2023 and 2022, respectively. The historical operating results including recurring losses from operations raise substantial doubt about the Company's ability to continue as a going concern. As of December 31, 2023, the Company had $4.9 million in total assets, $2.4 million in total liabilities, and $2.5 in total equity. If deemed necessary, management could seek to raise additional funds by way of admitting strategic investors, or private or public offerings, or by seeking to obtain loans from banks or others, to support the Company's research and development ("R&D"), procurement, marketing and daily operation. While management of the Company believes in the viability of its strategy to generate sufficient revenues and its ability to raise additional funds on reasonable terms and conditions, there can be no assurances to that effect. The ability of the Company to continue as a going concern depends upon the Company's ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. If the Company is unable to raise additional funding to meet its working capital needs in the future, it may be forced to delay, reduce or cease its operations. A full-text copy of the Form 10-Q is available at: https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1631282/000121390024012887/f10q1223_datasea.htm About Datasea Inc. Datasea Inc. is a global technology company incorporated in Nevada USA on September 26, 2014, with subsidiaries and operating entities located in Delaware and China, that provides intelligent acoustics (including ultrasound, infrasound, directional sound, and Schumann resonance), 5G messaging and other products and services to various corporate and individual customers. The acoustic business offers a wide range of cutting-edge precision manufacturing products including high-quality sound air disinfection solutions, sound sleep-aid devices, as well as skin repair and beauty solutions. its products find extensive applications across various industries and sectors, including acoustic industrial, acoustic agriculture, acoustic medical aesthetics, acoustic medical health, acoustic Internet of Things. Datasea is not a Chinese operating company, but a Nevada-based holding company. DELTA APPAREL: Raises Going Concern Doubt ----------------------------------------- Delta Apparel, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended December 30, 2023, that substantial doubt exists about the Company's ability to continue as a going concern. In January 2024, The Company was notified by certain of its suppliers that they would no longer allow extended credit in amounts or terms to the extent previously allowed and its ability to obtain raw materials from other suppliers became more limited. As such, the Company is not able purchase quantities of production inputs necessary to allow its manufacturing facilities to run at the levels required to meet its business plans. One or more of the financial covenants contained in its U.S. revolving credit facility requires its financial results to improve at a rate faster than it is experiencing and at a faster rate than it expects to experience over the next 12 months. As a result, management believes it is probable that the Company will not be in compliance with one or more of the financial covenants in its U.S. revolving credit facility within the second quarter, which would constitute a breach of that agreement and an event of default if not cured in accordance with its terms. Any such default would allow the lenders under that credit facility to declare the principal and all other amounts owed to be immediately due and payable. Thus, the debt under its U.S. revolving credit facility is classified as current. In the event that the lenders do call such debt during the next 12 months as the result of a covenant breach, the Company does not forecast to have the readily available funds to repay the debt, which raises substantial doubt about the Company's ability to continue as a going concern within one year after the issuance date of the first quarter fiscal 2024 Condensed Consolidated Financial Statements. The Company has been and continues to be in communication with its lenders about potential options to address concerns related to meeting the covenant requirements in its U.S. revolving credit facility over the next 12 months. Management cannot, however, predict the results of such communications and related negotiations. In connection with the above-referenced subsequent event, the Company identified that certain deferred tax assets may no longer be recoverable and impairment indicators may exist for goodwill and other long-lived assets. The Company is unable to estimate the amount of any potential valuation allowance or impairment to be recorded in the second quarter of fiscal 2024, as the Company is still evaluating the potential impact of the reduced availability of production inputs on forecasts of current year business performance. Additionally, the Company's liquidity position raises substantial doubt as to its ability to continue as a going concern over the next 12 months and the Company believes it will need to raise capital or obtain other liquidity in the near future in order to have sufficient resitsces to fund its operations and meet the obligations specified in its Amended Credit Agreement for the next 12 months. There can be no assurance that it will be successful in raising the necessary capital or otherwise obtaining the necessary liquidity, that any such capital or liquidity will be available to us on terms acceptable to us, or at all, or that it will be successful in any of its other endeavors to become financially viable and continue as a going concern. its inability to raise additional capital or obtain other liquidity on acceptable terms in the near future would have a material adverse effect on its business, prospects, results of operations, liquidity and financial condition. Furthermore, any decline in the market price of its common stock could make it more difficult for us to sell equity or equity-related securities in the future at a time and price that the Company deems appropriate. As of December 2023, the Company had $424.9 million in total assets, $283 million in total liabilities, and $142 million in total equity. A full-text copy of the Form 10-Q is available at http://tinyurl.com/eunhyyk8 About Delta Apparel, Inc. Delta Apparel, Inc. is a vertically integrated, international apparel company with approximately 6,600 employees worldwide. It designs, manufactures, sources, and markets a diverse portfolio of core activewear and lifestyle apparel products under its primary brands of Salt Life, Soffe, and Delta. It is a market leader in the on-demand, digital print and fulfillment industry, bringing DTG2Go's proprietary technology and innovation to its customers' supply chains. The Company specializes in selling casual and athletic products through a variety of distribution channels and tiers, including outdoor and sporting goods retailers, independent and specialty stores, better department stores and mid-tier retailers, mass merchants, eRetailers, the U.S. military, and through its business-to-business digital platform. DIOCESE OF ROCKVILLE: Updates Arrowood & London Abuse Claims Pay ---------------------------------------------------------------- The Roman Catholic Diocese of Rockville Centre, New York, submitted a Fifth Modified Disclosure Statement for the Fourth Modified First Amended Plan of Reorganization dated February 13, 2024. Under the Plan, the Diocese and certain affiliates described below are providing $200,000,000 to pay creditors, including all Abuse Claims, in exchange for releases. Abuse Claims that allege injury in whole or in part before October 1, 1976 are in Class 4. Abuse Claims that allege injury after October 1, 1976 are in Class 5. If there are not enough creditor votes with respect to both Class 4 and Class 5 to accept the Plan under section 1126 of the Bankruptcy Code, the Diocese will ask the Bankruptcy Court to dismiss this chapter 11 case. Class 4 consists of all Arrowood Abuse Claims. Except to the extent that a holder of an Arrowood Abuse Claim agrees to less favorable treatment of such Claim, in exchange for full and final satisfaction, settlement, release, and discharge of, and in exchange for, each Arrowood Abuse Claim, each holder thereof shall receive (i) if such Claim is a Settling Abuse Claim, such distributions as and to the extent provided in the Trust Documents with respect to the Settling Claim Subfund in the Arrowood Settlement Trust as it pertains to such Class 4.a., or (ii) if such Claim is an Allowed Contested Abuse Claim, such Trust Distributions as and to the extent provided in the Trust Documents with respect to the Contested Claim Subfund in the Arrowood Settlement Trust as it pertains to such Class 4.b. Class 5 consists of all London and Ecclesia Abuse Claims. Except to the extent that a holder of a London and Ecclesia Abuse Claim agrees to less favorable treatment of such Claim, in exchange for full and final satisfaction, settlement, release, and discharge of, and in exchange for, each London and Ecclesia Abuse Claim, each holder thereof shall receive (i) if such Claim is a Settling Abuse Claim, such distributions as and to the extent provided in the Trust Documents with respect to the Settling Claim Subfund in the General Settlement Trust as it pertains to such Class 5.a., or (ii) if such Claim is an Allowed Contested Abuse Claim, such Trust Distributions as and to the extent provided in the Trust Documents with respect to the Contested Claim Subfund in the General Settlement Trust as it pertains to such Class 5.b. Like in the prior iteration of the Plan, except to the extent that a holder of an Allowed General Unsecured Claim agrees to less favorable treatment of such Claim, in exchange for full and final satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed General Unsecured Claim, each holder thereof shall, subject to the holder's ability to elect Convenience Claim treatment on account of the Allowed General Unsecured Claim, receive such holder's Pro Rata share of the GUC Plan Distribution. The Debtor or the Reorganized Debtor, as applicable, shall fund Plan Distributions and the Trusts shall fund distributions from Trust Assets in accordance with the Trust Documents. It is a condition of the Effective Date that the $150 million in funding has been contributed and is available. The Plan will not become effective unless the funding is available, the Minimum Consideration Payments are paid, General Unsecured Creditors and administrative expenses are provided for as set forth in the Plan, and the two Trusts, including the Future Claim Subfund, are funded. Among other things, in addition to the performance of the Parishes, Catholic Charities and the Diocese, the satisfaction of this condition requires approval of the settlement with the Cemetery Corporation and Cemetery Trust, approval of the settlement with the Department of Education and a closing of the Exit Financing. Minimum Consideration Payments On the Effective Date or as soon as practicable thereafter, or with respect to a Contested Abuse Claim promptly upon such Claim becoming an Allowed Claim, the Debtor or the Reorganized Debtor, as applicable, shall distribute: (i) $50,000 to each holder of an Abuse Claim (other than an Indirect Abuse Claim) that has filed a proof of claim against the Debtor that has not been withdrawn, disallowed, or expunged by Final Order of the Bankruptcy Court, and (ii) $50,000 to each plaintiff in a CVA Action that includes (as of both the Bar Date and the Effective Date) a Co-Insured Party as a defendant in such CVA Action. For the avoidance of doubt, (a) no holder of an Abuse Claim shall be eligible to receive more than $100,000, in the aggregate, as Minimum Consideration Payments, and (b) no holder of an Indirect Abuse Claim or a Future Abuse Claim are eligible to receive Minimum Consideration Payments. Notwithstanding anything in this paragraph to the contrary, no payment shall be made under the above clause (i) or clause (ii) to the holder of a Contested Abuse Claim unless and until such Contested Abuse Claim becomes an Allowed Claim (a) with respect to the payment set forth in clause (i) against the Debtor, and (b) with respect to the payment set forth in clause (ii) against a Co-Insured Party. Upon Disallowance of a Contested Abuse Claim, the Minimum Consideration Payment related to such Contested Abuse Claim shall be transferred to the applicable Trust for the benefit of the Contested Claim Subfund. A copy of the Fifth Modified Disclosure Statement dated February 13, 2024, is available at https://urlcurt.com/u?l=rMGeAz from Stretto, the claims agent. Counsel for the Debtor: Corinne Ball, Esq. Todd Geremia, Esq. Benjamin Rosenblum, Esq. Andrew Butler, Esq. JONES DAY 250 Vesey Street New York, NY 10281-1047 Tel: (212) 326-3939 Fax: (212) 755-7306 E-mail: cball@jonesday.com brosenblum@jonesday.com tgeremia@jonesday.com abutler@jonesday.com About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York, is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. To deal with sexual abuse claims, the Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as $500 million in both assets and liabilities. Judge Martin Glenn oversees the case. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Diocese's Chapter 11 case. The committee tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou Faltischek, PC as its bankruptcy counsel and special real estate counsel, respectively. Robert E. Gerber, the legal representative for future claimants of the Diocese, is represented by the law firm of Joseph Hage Aaronson, LLC. DISKIN SYSTEMS: Hires Kelley Kaplan & Eller as Bankruptcy Counsel ----------------------------------------------------------------- Diskin Systems Inc seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Kelley Kaplan & Eller, PLLC as its counsel. The firm's services include: a. giving advice to the Debtor with respect to its powers and duties and the continued management of its business operations; b. advising the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. preparing legal documents; d. protecting the interest of the Debtor in all matters pending before the court; and e. representing the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. The firm will be paid $475 per hour for attorney fees, $155 per hour for paralegal fees, and a retainer of $25,000. In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Craig Kelley, Esq., a partner at Kelley Kaplan & Eller, PLLC, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Craig I. Kelley, Esq. Dana Kaplan, Esq. KELLEY KAPLAN & ELLER, PLLC 1665 Palm Beach Lakes Blvd. Suite 1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 Email: craig@kelleylawoffice.com About Diskin Systems Inc Diskin Systems Inc filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00669) on Feb. 9, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Roberta A Colton presides over the case. Craig I Kelley, Esq. at Kelley Kaplan & Eller, PLLC represents the Debtor as counsel. DNA SERVERS: Lender Seeks to Prohibit Cash Collateral Use --------------------------------------------------------- Regions Bank asks the U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, to prohibit DNA Servers, Inc. from using cash collateral. Prior to the Petition Date, Regions and Debtor entered into the following loan documents: (a) On September 24, 2021, Regions and Debtor together with Natalie Ann Olive, David Marc Harris, and Andrew P. Weicht entered into a Loan Agreement in the original principal amount of $2.015 million having Loan Number 53-6038400878-0001896422. (b) Also on September 24, 2021, Borrowers made and delivered to Regions a Note on SBA Form 147 numbered 17119391-04, by which Borrowers agreed to repay Regions the principal sum (as also agreed in Loan 1) of $2.015 million plus interest and other amounts as detailed therein. (c) DNA and Regions also executed a Security Agreement on September 24, 2021, as a condition for Regions making the disbursement to Borrowers under Loan 1 and as security for Borrowers' repayment of the obligations under Note 1. (d) On September 29, 2021, Regions and Borrowers entered into a Loan Agreement for $150,000 having Loan Number 53-6038400878-0001897545, by which Regions agreed to advance on a revolving basis any amount up to the total loan amount, pursuant to terms in Loan 2. (e) Also on or about September 29, 2021, Borrowers made and delivered to Regions a Note on SBA Form 147 numbered 17524491-06, by which Borrowers agreed to repay Regions the principal sum of $150,000 plus interest and other amounts as detailed therein. The Lender asserts the Debtor has failed to meet its weekly revenue forecast set forth in its Budgets on 6 of the 7 weeks since January 1, 2024. The Debtor is burning through its cash as shown by the fact that on the last business day of 2023 (December 29, 2023), the Debtor had $59,129 in its debtor-in-possession operating account at Regions Bank. On February 16, 2024 the Debtor has overdrawn its DIP Account by $6,112. Accordingly, since January 1, 2024, the Debtor has operated at a cash loss to its bankruptcy estate of $65,242. It should be noted that Debtor owes significant monies as of February 16, 2024 to its attorney of $12,870 and has a rent payment due its Landlord on March 1, 20224 in the amount of $15,000. A copy of the motion is available at https://urlcurt.com/u?l=QVFkNo from PacerMonitor.com. About DNA Servers Inc. DNA Servers Inc., doing business as Orange Computers, is a distributor of Dell and HP refurbished servers and accessories. DNA Servers Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Miss. Case No. 23-43588) on Oct. 5, 2023. In the petition filed by David Harris, as Board Member, the Debtor reported total assets of $135,700 and total liabilities of $3,320,640. The Honorable Bankruptcy Judge Brian C Walsh handles the case. The Debtor is represented by David M. Dare, Esq. at Herren, Dare & Streett. EAGLEVIEW TECHNOLOGY: Moody's Alters Outlook on B3 CFR to Negative ------------------------------------------------------------------ Moody's Investors Service affirmed EagleView Technology Corporation's B3 Corporate Family Rating and B3-PD Probability of Default Rating. Concurrently, Moody's affirmed the B2 ratings on the $85 million senior secured first lien revolving credit facility and $607 million outstanding senior secured first lien term loan, and the Caa2 rating on the $172 million outstanding senior secured second lien term loan. The outlook was changed to negative from stable. The change of outlook to negative from stable reflects EagleView's weakening liquidity and refinancing risks related to the first lien revolving credit facility due May 2025 and first lien term loan due August 2025. Despite high-single digit revenue growth and an EBITDA margin in the low-40% in the last twelve months ended Q3 2023, free cash flow remained negative due to high interest expense, working capital uses and significant capital expenditures. As a result, the company utilized cash on hand and drew down most of the revolver. Moody's expects that negative free cash flow generation will persist in 2024. Governance considerations, including the company's tolerance for operating with limited liquidity, were a key driver of the rating action. RATINGS RATIONALE The B3 CFR reflects EagleView's small revenue base, increased refinancing risk, negative free cash flow generation and elevated financial leverage. This is balanced by EagleView's position as a leading provider of high-resolution aerial imagery and 3D measurement software solutions, an extensive historical image library that creates visible revenue streams. EagleView's financial leverage (Moody's adjusted) improved to 6.6x as of last twelve months ended Q3 2023 from 7.1x in 2022 driven by EBITDA expansion. Insurance and construction verticals have led revenue growth supported by growing adoption of products such as Walls, Windows and Doors. Revenue for the government segment is expected to decline in 2024 as the company is in the process of converting existing customers to a subscription-based model which will impact the timing of recognizing revenue but not the timing of billings or cash collection. Moody's expects leverage to modestly improve to low-6x in the next 12-18 months based on Moody's adjusted EBITDA margin in the low-to-mid 40% range supported by continuing adoption of new products, cross selling opportunities and selective price increases. While EagleView has made investments in research and development, sales and marketing, headcount and corporate infrastructure to support key growth initiatives, there are opportunities to scale back some of these costs if growth does not materialize as expected. However, Moody's projects free cash flow to remain negative in 2024 given higher interest expense resulting from the interest rate swaps that concluded in August 2023, working capital uses and significant capital expenditures mainly for image capturing and acquisition. EagleView has limited financial flexibility given its weak liquidity profile. In addition, the company may face higher spreads if it refinances, potentially further pressuring cash flow going forward. EagleView's liquidity is weak given the negative free cash flow generation, only $11.5 million of availability on the revolving credit facility and a limited cash balance as of September 2023. Moody's expects free cash flow to be negative in the next 12-18 months due to high interest burden and significant capital expenditures. While there are areas to scale back spending, Moody's believes the company will maintain the current level of capital spending to produce growth. In addition, the company does not have sufficient internal sources to repay the approximately $680 million first lien credit facilities maturing in 2025. Over the past 18 months, the revolver balance has increased from $54 million in Q1 2022 to $73.5 million in Q3 2023. The revolver contains a springing maximum first-lien net leverage ratio threshold of 7.75x that applies when the facility is more than 40% drawn. As of September 2023, the company was subject to the springing covenant as $73.5 million was drawn, equivalent to 86.5% of the revolver size. The company met the test with a ratio of 5.16x. Moody's expect EagleView to maintain EBITDA covenant headroom of at least 30% over the next 12-18 months. The B2 rating assigned to the first lien senior secured credit facilities is one notch above the CFR, reflecting debt cushion from the Caa2 rated second lien term loan in a default scenario. EagleView's ESG Credit Impact Score is CIS-4. While environmental risks are low, governance considerations are the main drivers. Governance risks are driven by its aggressive financial policies and private equity ownership structure, which tolerate debt-funded acquisitions or dividend payouts and a weak liquidity position. Social risks arise from the need for a highly skilled workforce. The negative outlook reflects EagleView's upcoming debt maturities, weakened liquidity profile as well as the uncertainty regarding the inflection point for generating sustained positive free cash flows. The outlook could be stabilized if EagleView successfully refinances its first lien credit facilities, substantially bolsters its liquidity position to obtain financial flexibility and is on a path to generate positive free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if EagleView's revenue growth and EBITDA margin expansion leads to consistent and increasing positive free cash flow generation and sustained reduction in Moody's adjusted total debt to EBITDA leverage below 5.5x. An upgrade would also be supported by an improving liquidity position and conservative financial policies. The ratings could be downgraded if strong revenue and earnings growth fails to materialize such that financial leverage as measured by Moody's adjusted total debt to EBITDA is not on track to decrease to below 6.5x, free cash flow deficits continue or if EagleView does not refinance its senior secured first lien credit facilities well ahead of maturities. EagleView Technology Corporation is a leading provider of aerial images and 3D aerial measurement services to the government, insurance, construction utilities and solar markets. EagleView is owned by Vista Equity Partners and Clearlake Capital Group, L.P. Revenue totaled approximately $275-$325 million as of last twelve months ended September 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. ELENAROSE CAPITAL: Court OKs Interim Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Indiana, Evansville Division, authorized ElenaRose Capital LLC and affiliates to use cash collateral on an interim basis in accordance with the budget, through the date of the final hearing set for March 14, 2024 at 10 a.m. The Debtors require the use of cash collateral for payment of their ordinary and necessary operating expenses. KTB Equity, Inc. asserts that it holds valid, binding, perfected, non-avoidable, enforceable prepetition liens on, and security interests in, all of the Debtors' assets. Peapack Capital asserts that it holds valid, binding, perfected, non-avoidable, enforceable prepetition liens on, and security interests in, substantially all of the Debtors' equipment consisting of tractors, trailers and other motor vehicles and all accessions and accessories thereto and all proceeds thereof. The Debtor's authorization to use cash collateral will immediately terminate on the earlier of: a. An order is entered in any of the Debtor's respective cases (i) dismissing a Debtor's case; (ii) converting a Debtor's case to a Chapter 7 proceeding, or (iii) the appointment of a Chapter 11 trustee for Debtor; b. Any Debtor's failure to (i) comply with any material provision of this order (including the failure to comply with a budget) or (ii) comply with any other covenant or agreement specified in the order, which such failure will have continued unremedied for three days following receipt of written notice to such Debtor from KTB or Peapack Capital; or c. A Debtor engages in any merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness, sale of assets or other transaction outside the ordinary course of business without the prior consent of KTB and Peapack Capital or an order of the Court. As adequate protection for the use of cash collateral, KTB and Peapack are granted post-petition replacement liens in the cash of Debtors in the total aggregate amount of the value of the cash collateral that existed as of the Petition Date to the same extent and priority as its properly perfected, prepetition security interest. Pursuant to the Budget, on the week beginning March 11, 2024, the Debtors will make an adequate protection payment of $10,701 to KTB, which payment will be made directly to Peapack Capital. Pursuant to the Budget, on the week beginning March 11, 2024, the Debtors will make an adequate protection payment of $300,000 to Peapack, which amount will be applied to principal. A copy of the order is available at https://urlcurt.com/u?l=gYcIBv from PacerMonitor.com. About ElenaRose Capital LLC ElenaRose Capital LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-70665-AKM-11) on September 8, 2023. In the petition signed by Louis Capolino, president/manager, the Debtor disclosed up to $50,000 in assets and up to $10 million. Judge Andrea K. McCord oversees the case. Weston E. Overturf, Esq., at Kroger, Gardis & Regas, LLP, represents the Debtor as legal counsel. ELLUCIAN HOLDINGS: Moody's Rates Amended First Lien Loans 'B2' -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Ellucian Holdings Inc. amended and extended first lien senior secured credit facility due 2029 following the announced refinancing transaction. Concurrently, Moody's affirmed the company's B3 corporate family rating, B3-PD probability of default rating and the B2 instrument rating on the upsized $1.97 billion (including $420 million incremental) senior secured first lien term loan due 2027. The outlook is maintained at stable. The company is a Virginia-based provider of software and services to the higher education industry. Net proceed from new incremental term loan will be used to refinance the company's higher priced $320 million first lien term loan due 2027 and repurchase $100 million of the second lien term loan due 2028 (unrated). The company plans to enter into a new senior secured revolving credit facility due 2029, replacing existing facility due 2025. Moody's expects revolver to be undrawn at close. The proposed refinancing is leverage neutral and will modestly increase the company's financial flexibility by extending the debt maturity profile and slightly lowering annual cash interest payments. Moody's anticipates withdrawing ratings on the existing revolver and the incremental first lien term loan upon completion of the refinancing and repayment of debt. The affirmation of the B3 CFR and stable outlook reflects Moody's expectation that Ellucian will manage its liquidity prudently over the next 12-18 months and that its credit metrics should gradually improve. Moody's forecasts the company's topline will expand organically in the mid-single digit percentages over the next 12-18 months, which combined with an anticipated decline in one-time expenses and implemented cost savings initiatives will result in debt-to-EBITDA (Moody's adjusted) declining toward the low-8.0 times range at the end of 2024. Ellucian's pro forma high debt-to-EBITDA (Moody's adjusted) leverage in excess of 9.5 times and EBITDA-Capex/Interest (Moody's adjusted and excluding the impact from derivative contract) of around 1.0 time as of twelve months ended September 30, 2023 heighten the company's overall credit risk. Moody's believes the company may be challenged to generate positive free cash flow in the medium term and the revolver usage will likely increase from the historical levels, specifically in the first half of 2024. Ellucian's free cash flow could be strained over the next two years due to elevated interest rates and increase in tax expense. Ellucian has a favorable interest rate derivative contract that fixes interest rate on a $1 billion (41% of total debt as of September 30, 2023) notional amount of first lien term loan through September 2025. Absent this financial arrangement, the company's projected annual free cash flow for fiscal 2024 would have been negative. Moody's projects Ellucian to receive between $35-40 million, net of premium payments from this derivative contract in 2024, allowing the company to service its high debt load and manage periods of cash flow shortfalls. RATINGS RATIONALE The B3 CFR reflects Ellucian's: (1) very high leverage with pro forma debt-to-EBITDA (Moody's adjusted) of around 9.7 times for the 12-month period ended September 30, 2023; (2) an aggressive growth strategy under financial sponsor ownership that will slow pace of deleveraging; (3) narrow market focus and revenue concentration within the US higher-education market that faces enrollment challenges; (4) ongoing competitive pressures from large enterprise and niche higher-education software providers; and (5) operating headwinds due to transition of customers to a SaaS subscription revenue model. The rating is supported by: (1) the mission-critical nature of the company's solutions and its strong niche position as a provider of student information system (SIS), full enterprise resource planning (ERP), and customer relationship management (CRM) software to the US higher education market; (2) good operating scale and good recurring revenue generated from a large and diversified customer base with customer retention rates Moody's expect will remain in a high-90% range; (3) good profitability rates, with EBITDA margins that Moody's anticipates will expand to a low-30% range in 2024; (4) rapidly growing SaaS revenue that increases revenue visibility; and (5) Moody's expectation for the company to maintain adequate liquidity over the next 12-15 months. The stable outlook reflects Moody's expectation for organic revenue growth in the mid-single-digit percentages over the next 12-18 months and profitability improvements at slightly higher rate as one-time expenses decline and cost synergies are realized. Moody's projects Ellucian's debt-to-EBITDA (Moody's adjusted) to decline towards the low-8.0 times range at the end of 2024 and the company will maintain adequate liquidity. Moody's expects Ellucian will maintain adequate liquidity over the next 12-15 months. Sources of liquidity consist of Moody's expected cash balances around $171 million as of December 31, 2023 and projected annual free cash flow at breakeven level in 2024 (before cash proceeds from derivative contract and required debt amortization payments). Moody's expects the company to amend and extend its $175.25 million senior secured revolving credit facility to 2029. However, the revolver will have an early springing maturity in July 2027, if more than $340 million of first lien term debt remains outstanding. The size of the revolver is modest relative to annual interest expenses, taxes and capital expenditures. The company's business shows a distinct seasonality, correlating with the onset of the new academic year in the fall. This is when the company gathers payments from its education-based clients. Moody's projects the company will have meaningful first-half drawings under its revolver, which will be paid down in the third quarter. Moody's believes that all available liquidity sources to the company provide adequate coverage relative to the annual mandatory term loan amortization of approximately $20 million, paid quarterly. The company's access to the revolver is subject to a maximum first lien net leverage covenant ratio, set at 7.9x, whenever revolver borrowings are greater than 35% of the total commitment (approximately $61.3 million). The covenant is for the benefit of revolver lenders only. Moody's expects that Ellucian will maintain covenant compliance over the next 12-15 months, with a comfortable cushion, should the covenant be tested. The B2 senior secured first lien bank credit facility rating ($175.25 million revolver due 2029 and approximately $1.97 billion first lien term loan due 2027 – including the proposed $420 million incremental term loan at December 31, 2023), one notch above the company's B3 CFR, reflects facility's senior position in the capital structure relative to the second lien term loan due 2028 and the company's unsecured claims. The senior secured first lien credit facility is secured by a first priority perfected lien on substantially all of the present and future acquired assets of the borrower and the guarantors. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade Ellucian's rating if the company can sustain positive organic revenue growth and margin expansion, and improve its liquidity. Metrics that could support a higher rating include debt-to-EBITDA (Moody's adjusted) below 6.5x, EBITDA-Capex/interest expense (Moody's adjusted) above 1.5x, and free cash flow to debt (Moody's adjusted) sustained at 5% or better. Moody's could downgrade Ellucian's ratings if revenue growth slows, liquidity weakens, or free cash flow approaches breakeven. The ratings could also be downgraded if operating challenges or more aggressive financial policy leads to debt-to-EBITDA (Moody's adjusted) sustained above 8.5x or EBITDA-Capex/interest expense (Moody's adjusted) falls below 1.0x. The principal methodology used in these ratings was Software published in June 2022. Ellucian, a provider and host of administrative ERP and SIS to a wide range of higher education institutions, including universities, community colleges, and technical schools. Product offerings, deployed on premise or in the cloud via SaaS or managed cloud models, include software for human resources, finance and accounting functions, student transcript data and course registration and, to a smaller extent, student-lifecycle management. Moody's expects Ellucian's annual revenue to approach $1 billion in 2024. The company is majority owned by affiliates of Blackstone Inc. and Vista Equity Partners. ENSONO INTERMEDIATE: S&P Alters Outlook to Neg., Affirms 'B-' ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Ensono Intermediate HoldCo Inc. to stable from negative and affirmed all of its ratings, including its 'B-'issuer credit rating. The stable outlook reflects S&P's expectation that the company will strongly increase its top-line revenue, expand its EBITDA margins to the mid-20% area, and sequentially improve its free operating cash flow (FOCF; after debt service and obligatory payments), which--alongside the improvement in its liquidity position--will enable to it to sustain its growth strategy and capital structure. Ensono's growth-driven cash flow deficits moderated in the second half of fiscal year 2023 as it continued to strongly increase its bookings. S&P said, "We estimate Ensono generated negative cash flow of approximately $45 million (before software and finance lease payments) in fiscal year 2023, which is better than the $65 million deficit we previously expected, due to its improved profitability and enhanced working capital in the latter half of the year. The company was able to realize this improvement while increasing its new bookings by 20% and making upfront capital expenditure (capex; typically representing roughly 10%-15% of the total contract value) payments to support these bookings over the six months ended Dec. 31, 2023. We expect the new bookings will provide Ensono with over $200 million of incremental annualized recurring revenue." Ensono improved its liquidity position to approximately $240 million by issuing a $100 million incremental first lien term loan. In February, the company issued an incremental $100 million fungible add-on to its existing first-lien term loan, which it used the proceeds from to add cash to its balance sheet and repay a portion of the outstanding borrowings on its accounts receivable (A/R) facility. S&P said, "Although the transaction will modestly weaken Ensono's 2024 credit metrics, we now project it will have approximately $240 million of total liquidity as of the start of the year, including full availability under its $100 million revolving credit facility (RCF) and $40 million of availability under its A/R facility, which it upsized to $125 million in December. We believe this improvement reduces the likelihood that its shrinking cash balance will require it to rely on its RCF such that it triggers the springing maximum first-lien leverage ratio covenant, which could prompt us to lower our ratings." S&P said, "We expect some bookings from 2022 and 2023 will become accretive to the company's cash flow this year. Many of the new contracts Ensono has booked since its sponsors shifted toward a high-growth strategy will likely reach their breakeven point and begin providing recurring cash flow over the next year or two. At the same time, we expect the company's cash outlays on software and equipment for its new bookings will decline as a percentage of its sales as it scales up its revenue and EBITDA base if it takes on new mainframe clients at a reasonable pace that allows it to convert its recent wins to cash." Ensono's structural cost improvements and working capital efficiencies will likely also benefit its operating performance. The company delivered on its offshoring initiatives and cost-reduction actions in 2023. S&P said, "We see these improvements as structural and, following the roll-off of the associated one-time costs, we expect they will improve its margin by about 250 basis points (bps) in 2024. Ensono also improved its client and vendor payment terms throughout 2023, which we expect will bear fruit in 2024 and provide greater visibility into its working capital needs. We expect the improvement in the company's free cash flow potential will outweigh the additional interest costs from its new debt." S&P said, "Financial-sponsor KKR may continue to employ aggressive financial policies to accelerate Ensono's expansion, though we believe its increased proportion of contractual monthly recurring revenue will provide further support to its capital structure. If there is a significant acceleration in the expansion of its bookings, the company may need to raise additional capital to support the new contracts. Additionally, with incremental debt financing, Ensono's financial flexibility will decline as its interest expense and leverage increase, which could ultimately affect its timeline for generate positive cash flow (after accounting for its capex, software license payments, and equipment lease payments). However, despite these risks, we believe that increasing its monthly recurring revenue under its long-term contracts will enhances Ensono's ability to meet its current debt obligations. "The stable outlook reflects our expectation that Ensono will have sufficient liquidity to sustain its growth strategy and capital structure. We anticipate the company will strongly expand its topline, improve its EBITDA margin to the mid-20% area, and sequential increase its FOCF after debt service and obligatory payments." FARM LLC: Court OKs Cash Collateral Access Thru March 5 ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized the Farm, LLC to use cash collateral on an interim basis, in accordance with the budget, through March 5, 2024. The Debtor is authorized to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the United States Trustee for quarterly fees; (b) the current and necessary expenses set forth in the budget; and (c) additional amounts as may be expressly approved in writing by Creditor (which approval will not be unreasonably withheld) within 48 hours of the Debtor's request. The entities that assert an interest in the Debtor's cash collateral are Corporation Service Company, as representative, CT Corporation System, as representative, Re Nectar Inc., Global Merchant Cash Inc. dba Wall Street Funding, Parkview Advance LLL, Lifetime Funding LLC, Smart Business, Syndicate Group USA, Inc., Imerchant Funding LLC, Celtic Advance, Cloudfund LLC, En OD, LLC, Fundbox Inc., Meged Funding Group, Pinnacle Business Funding LLC, Prescott & Fifth Capital LLC, Small Business Financial Solutions, LLC dba Rapid Finance, Rapid Financial Services, Rocky Gaslin, Star Advance, Syndicate Group USA, Inc. and Capital Assist LLC aka Whitestone Funding. Secured Creditors will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the pre-petition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Secured Creditors. A continued hearing on the matter is set for March 5 at 2:30 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=AJErbO from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $685,696 for February 2024; $710,696 for March 2024; and $764,096 for April 2024. About The Farm LLC The Farm LLC offers luxury estate vacation. The Farm LLC, doing business as Curated American Getaways LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00362) on January 26, 2024. In the petition filed by Katie Martin Loane, as CFO, the Debtor reports total assets of $624,659 and total liabilities amounting to $4,393,655. The Honorable Bankruptcy Judge Lori V. Vaughan handles the case. Jeffrey Ainsworth, Esq., BransonLaw PLLC BransonLaw PLLC, represents the Debtor as legal counsel. FATINA CUISINE: Seeks to Hire Joyce W. Lindauer as Legal Counsel ---------------------------------------------------------------- Fatina Cuisine LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Joyce W. Lindauer Attorney, PLLC to serve as legal counsel in its Chapter 11 case. The firm's hourly rates are as follows: Joyce W. Lindauer, Esq. $495 per hour Sydney Ollar, Esq. $295 per hour Laurance Boyd, Esq. $250 per hour Dian Gwinnup $125 per hour The Debtor paid a filing fee of $11,738. Joyce Lindauer, Esq., the owner of the law firm, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joyce W. Lindauer, Esq. Kerry S. Alleyne, Esq. Guy H. Holman, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 Email: joyce@joycelindauer.com About Fatina Cuisine LLC Fatina Cuisine LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-60045) on Jan. 31, 2024, listing $50,001 to $100,000 in both assets and liabilities. Joyce W. Lindauer, Esq. at Joyce Lindauer, Attorney represents the Debtor as counsel. FLEXACAR LLC: Seeks Cash Collateral Access ------------------------------------------ Flexacar LLC asks the U.S. Bankruptcy Court for the Eastern District of Virginia, Alexandria Division, for authority to use the cash collateral of Atlantic Union Bank and the U.S. Small Business Administration, and provide adequate protection. The Debtor will use cash collateral to maintain and operate its business affairs and pay the Debtor's post-petition secured and ongoing obligations as and when they come due. The Bank may claim a lien on the Debtor's assets and cash collateral pursuant to 11 U.S.C. section 363 by reason of a Deed of Trust and Assignment of Rents recorded among the land records of Stafford County, Virginia. As adequate protection, the Debtor proposes that the Creditors be granted a valid and perfected lien with the same priority as held on the Petition Date on all proceeds of the Creditor's collateral. Replacement Lien will secure the Creditors' prepetition claim in the amount equal to the amount by which the value of the pre-petition collateral as of any post-petition date of determination is less than the value as of the Petition Date. The Replacement Lien will be in addition to the lien the Creditor had in the assets and property of the Debtor as of the Petition Date. Additional adequate protection is provided to the Creditors through the Debtor's continued business operations. A copy of the motion is available at https://urlcurt.com/u?l=xv9qQU from PacerMonitor.com. About Flexacar LLC Flexacar LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Va. Case No. 23-11984) on December 6, 2023. At the time of filing, the Debtor estimated $500,001 to $1 million in both assets and liabilities. Judge Klinette H Kindred presides over the case. The Debtor hires John P. Forest, II, Esq. as counsel. FTX GRP: Possible Conflict May Arise on Hiring of Marc Mukasey -------------------------------------------------------------- Gina Kim of Law360 reports that prosecutors alerted a New York federal judge Tuesday, February 6, 2024, about a possible conflict stemming from Sam Bankman-Fried's recent hiring of Marc Mukasey, who also represents Celsius founder Alex Mashinsky in his criminal proceedings, noting Celsius lent money to Alameda Research, which repaid some of the loans using FTX's customer funds. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 billion in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GALLUS DETOX: Claims to be Paid From Business Income ---------------------------------------------------- Gallus Detox Services, Inc., and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the District of Colorado a Joint Plan of Reorganization dated February 12, 2024. GDS is a Delaware corporation with its principal place of business in Denver, Colorado. GDS is engaged in business as the agent and manager of detoxification clinics located in Littleton, Colorado, Scottsdale, Arizona, and Dallas, Texas. Throughout 2023, GDS began the internal process of restructuring its operations. GDS moved forward with opening the Houston clinic to which it had initially committed in 2022, and the Houston clinic was opened in November 2023 with the anticipation that the Houston location would provide additional revenue after the clinic opened. GDS also elected to close the San Antonio location in January 2023, and the Las Vegas clinic in August 2023, as both clinics remained unprofitable after the clinics were opened. Post-petition, the Debtors have continued their restructuring efforts in order to become profitable and fund a Plan. The Debtors closed the Houston clinic in December 2023 as the clinic was proving to be unsustainable for the Debtors' operations. The Debtors have continued to reduce their overall staff size in order to reduce overhead expenses, and are working to develop new streams of revenue, including preparing to launch an Intensive Outpatient Program that will operate in harmony with the Denver clinic. As the Debtors continue to restructure their operations, the Debtors anticipate that new revenue will be generated, and the Debtors will continue to grow. Classes 11, DE8, S8, and DA8 ("Trade Creditor Class") are comprised of the Allowed General Unsecured Claims of Trade Creditors holding unsecured claims against the Debtors. All Trade Creditors holdings claims against any of the Debtors shall receive the same treatment, regardless of the Debtor against whom the claim is held. The Trade Creditor Class are treated equally, as GDS is the primary creditor as to all Trade Creditor Claims, and was generally the contracting party with all Trade Creditors. The Trade Creditor Class shall be treated and paid as follows: * The Trade Creditor Class shall receive a pro-rata distribution equal to 75% of the Debtors' Combined Net Revenue calculated on a quarterly basis for a 3-year period following the date on which the Class 10 Landlord Cure Claims and Administrative Expense Claims are paid in full and the Debtors have contributed $250,000 to the Expense Reserve ("Trade Creditor Term"); * Commencing on the first day of the second calendar quarter following the commencement of the Trade Creditor Term and continuing each quarter thereafter, the Debtors shall set aside an amount equal to (100%) of the prior quarter's Net Combined Revenue with 25% going to the Expense Reserve and 75% going to Class 11 Creditors. By way of example, if the Plan is confirmed in March 2024, and Administrative Expense Claims and Class 10 Claims are paid in full and the Expense Reserve is funded by December 2024, the Trade Creditor Term shall commence in January 2025, and the first calculation of the set aside shall occur on April 1, 2025 based on the combined Net Revenue generated from January 2025 through March 2025; * In addition to the amounts set forth herein and notwithstanding anything to the contrary, on the three-year anniversary of the commencement of the Trade Creditor Term, the Trade Creditor Class shall receive pro rata distribution of any amount in the Expense Reserve in excess of $250,000. For illustrative purposes, if the amount in the Expense Reserve is $300,000 on the three-year anniversary of the Effective Date of the Plan, the Debtors shall make an additional distribution in the amount of $50,000 to the Trade Creditor Class; * The Debtors shall be entitled to retire the entire obligations to the Trade Creditor Class at any time during the first two years of the Trade Creditor Term by making a single pro rata distribution of $525,000, less amounts previously disbursed to unsecured creditors; and * In addition to the amounts set forth, the Trade Creditor Class shall receive 50% of the amounts recovered for claims arising under Chapter 5 after payment of attorney fees, cost of litigation, and cost of recovery. Class 12 is comprised claims of Insiders and/or the Holders of pre-petition convertible promissory notes and are more specifically identified on Exhibit B. Class 12 is impaired by this Plan. Class 12 shall be treated as follows: * The holders of Class 12 Claims shall be allowed in the amount owed on the Petition Date; * On the Effective Date of the Plan, Class 12 Claimants will receive a pro rata distribution of New Preferred Stock issued under the Plan and a pro rata distribution of 30% of the total New Common Stock issued under the Plan in full satisfaction of their Class 12 Claim; and * Class 12 Claimants shall be entitled to elect to be treated as a Class 11 Trade Creditor. Such election must be made at the time of voting to accept or reject the Plan of Reorganization. If a Class 12 Claimant does not make such an election, either by not submitting a ballot or not affirmatively making an election on any ballot submitted, they will be treated as set forth in Paragraph 7.12(b). If a Class 12 Claimant makes an election to be treated as a Class 11 Creditor, it shall forgo any rights it may have to the equity provided to Class 12. The Debtors' Plan is feasible based upon the Debtors' prepared projections. As evidenced by the projections, the Debtors anticipates that their combined income will be positive each year of the Plan, and will generate sufficient revenue to meet its obligations under the Plan. Unless otherwise provided in the Plan, each Debtor shall, as Reorganized Debtors, continue to exist after the Effective Date of the Plan with the same corporate powers as existed prior to Plan confirmation pursuant to the laws of the respective jurisdiction of organization of each Debtor entity. A full-text copy of the Joint Plan dated February 12, 2024 is available at https://urlcurt.com/u?l=9Q3wmY from PacerMonitor.com at no charge. Counsel to the Debtors: Keri L. Riley, Esq. Kutner Brinen Dickey Riley, P.C. 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Tel: (303) 832-2910 Email: klr@kutnerlaw.com About Gallus Detox Services Gallus Detox Services, Inc. offers safe, effective, evidence based, and highly personalized treatment for individuals struggling with substance abuse and substance use disorders. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Lead Case No. 23-15280) on November 14, 2023. In the petition signed by Warren Olsen, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Joseph G Rosania Jr. and Thomas B Mcnamara oversee the cases. Keri L. Riley, Esq., at KUTNER BRINEN DICKEY RILEY PC, represents the Debtor as legal counsel. GATES GLOBAL: S&P Upgrades ICR to 'BB-', Outlook Stable ------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Gates Global LLC to 'BB-' from 'B+'. S&P said, "At the same time, we raised our issue-level rating on the company's senior secured debt (comprising its revolving credit facility and dollar-denominated term loans) to 'BB-' from 'B+'. The '3' recovery rating is unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in a default scenario. We also raised our issue-level rating on its senior unsecured notes to 'B+' from 'B'. The '5' recovery rating is unchanged, indicating our expectation for modest (10%-30%; rounded estimate: 15%) recovery in a default scenario. "The stable outlook reflects our expectation that Gates' S&P Global Ratings-adjusted leverage will remain below 4.0x over the next 12 months, which provides it with a cushion of about one turn to absorb a potential cyclical downturn. Although we expect the company will face demand pressure in select end markets in the first half of 2024, due to the continued normalization of inventory levels and downstream de-stocking activity, we expect it will generate healthy absolute earnings and free operating cash flow (FOCF) over the next 12 months." Private-equity firm Blackstone has reduced its ownership stake in Gates Global to less than 40%. Therefore, S&P believes the company will now be able to follow a more-conservative financial policy. S&P said, "We expect Blackstone's reduction of its ownership stake will enable Gates to follow a more-conservative financial policy. Blackstone reduced its ownership stake in the company to about 28% as of Feb. 20, 2024. Gates' board of directors also primarily consists of members that are unaffiliated with Blackstone. Therefore, we no longer view the company as being controlled by a financial sponsor and believe Blackstone will have more limited influence over its financial policy. "Continued de-stocking activity will likely pressure Gates' volumes through the first half of 2024. We expect the downstream channel de-stocking in the company's diversified industrial, personal mobility, and agriculture end markets will likely persist over the next couple of quarters as the inventory levels in its distribution channels continue to normalize. We expect the effects from this supply chain normalization will moderate by mid-2024, enabling Gates to align its revenue growth more closely with its end-user demand in the latter part of the year. We believe the end-user demand in some of the company's North American and European end markets will remain resilient over the next 12 months, most notably automotive (both first-fit and replacement parts) and mining. On the other hand, we some expect weakness in the demand in its agriculture and construction end markets amid higher interest rates and subdued business investment. We also expect weak demand in China due to lower business and consumer confidence stemming from weakness in the property market. "We expect Gates will modestly improve its profitability in 2024, primarily through operational initiatives. We believe the company will largely offset the negative effects of the lower volumes on its operating leverage through operational initiatives focused on streamlining its cost structure, as well as a modest increase in its pricing. We expect management's productivity initiatives will lead to a more-efficient material cost profile beginning in 2024. Gates' longer-term operational initiatives include optimizing its local footprints in India--specifically in heavy duty equipment--and Brazil, which we believe will begin to benefit its performance in 2025. The pace of the increase in the company's pricing will likely moderate significantly over the next 12 months, largely due to easing inflation. We view an unexpected spike in oil prices (for example, due to increasing geopolitical uncertainty) as a risk for Gates because it would increase the cost of the key rubber compounds it uses in its belts and hoses and could pressure its margins. "Gates will likely continue to generate healthy FOCF over the next 12 months, albeit at a lower level than 2023. We expect the company's FOCF will likely decline in 2024 due to increases in its working capital and capital expenditure (capex). Normalizing inventory levels led to working capital inflows in 2023, and we anticipate its inventory levels will moderate in 2024. We also expect an uptick in the company's capex over the next 12 months to support its operational initiatives. "The stable outlook reflects our expectation that Gates' S&P Global Ratings-adjusted leverage will remain below 4.0x over the next 12 months, which provides it with a cushion of about one turn to absorb a potential cyclical downturn. Although we expect the company will face demand pressure in select end markets in the first half of 2024, due to the continued normalization of inventory levels and downstream de-stocking activity, we expect it will generate healthy absolute earnings and FOCF over the next 12 months." S&P could lower its rating on Gates if: -- S&P expects its S&P Global Ratings-adjusted leverage will rise above 5.0x and remain at that level. This could occur due to a severe cyclical downturn in its end markets or if it undertakes large debt-funded acquisitions or share repurchases; or -- S&P expects the company will consistently generate FOCF to debt of less than 5%. S&P could raise its rating on Gates if: -- S&P believes its S&P Global Ratings-adjusted leverage will decline below 3.0x--even after incorporating potential debt-funded acquisitions or share repurchases--which would provide it with a sufficient cushion to absorb a cyclical downturn; and -- S&P expects the company will consistently generate FOCF to debt of 10% or higher. S&P said, "Environmental factors are an overall neutral consideration in our credit rating analysis. Gates' power transmission products are used in several types of powertrains, including internal combustion engine, hybrid, and electric. In addition to belt and hosing applications in internal combustion engine vehicles, the company provides hosing applications for hybrid and electric vehicles, which typically have extensive cooling systems, supporting the potential for higher revenue per vehicle. Consequently, we believe the company's headwinds related to electrification will be minimal. Also, Gates generates about 33% of its sales from auto replacement channels and we expect a very gradual increase in the share of electric vehicles in the global car parc." Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Governance structure GENESIS GLOBAL: Digital Currency Bashes Chapter 11 Plan ------------------------------------------------------- Aislinn Keely of Law 360 reports that crypto conglomerate Digital Currency Group has told a New York bankruptcy judge that the Chapter 11 plan of its lender subsidiary Genesis Global Holdco shouldn't move forward because it overpays certain creditor classes, favoring them over equity holders like DCG. About Genesis Global Genesis Global Holdco, LLC, through its subsidiaries, and Global Trading, Inc., provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE. LTD. (GAP) provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Holdco, LLC owns 100% of GGC and GAP. Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are pending before the Honorable Sean H. Lane. At the time of the filing, Genesis Holdco reported $100 million to $500 million in both assets and liabilities. Genesis Holdco is a sister company of Genesis Global Trading, Inc. ("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG"). GGT, DCG and certain of the Holdco subsidiaries are not included in the Chapter 11 filings. The non-debtor subsidiaries include Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA International Limited, Genesis Global Markets Limited, GSB 2022 II LLC, GSB 2022 III LLC and GSB 2022 I LLC. The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez & Marsal Holdings, LLC as financial advisor; and Moelis & Company, LLC as investment banker. Kroll Restructuring Administration, LLC, is the Debtors' claims and noticing agent and administrative advisor. The ad hoc group of creditors is represented by Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP. The ad hoc group of Genesis lenders is represented by Proskauer Rose, LLP. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped White & Case, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc., as investment banker; Berkeley Research Group, LLC as financial advisor; and Kroll as information agent. GOEASY LTD: S&P Rates New US$400MM Senior Unsecured Notes 'BB-' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue rating to Goeasy Ltd.'s proposed issuance of US$400 million senior unsecured notes due 2029. The company will use the net proceeds to partially repay secured debt (about C$1.6 billion outstanding under the revolving credit and revolving securitization warehouse facilities as of Dec. 31, 2023) and for general corporate purposes. Pro forma for the transaction, S&P expects leverage, as measured by debt to adjusted total equity (ATE), will inch up to about 3.3x, from 3.2x as of Dec. 31, 2023. For 2023, the company's net charge-offs as a percentage of average gross receivables were 8.8%, within its target range of 8%-10% and relatively flat versus 9.0% in 2022 and 8.9% in 2021. S&P will continue to monitor net charge-offs, looking out for any earnings erosion from consumer credit deterioration in these uncertain macroeconomic conditions. S&P said, "The stable outlook reflects our expectation that, over the next 12 months, Goeasy Ltd. will maintain leverage at 3.0x-3.5x debt to ATE. We also expect the company will maintain healthy earnings and net charge-offs below 12%. Over the longer term, we think the company could bring leverage back below 3.0x, owing to funding originations with cash flows generated from the portfolio." GREEK STAR: Hires Dahiya Law Offices as Bankruptcy Counsel ---------------------------------------------------------- Greek Star Tax Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Dahiya Law Offices LLC as its counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code, assist in the preparation of a plan of reorganization, and provide other legal services related to its Chapter 11 case. Dahiya will charge these hourly rates: Principal $700 Counsel $550 Associates $200 - $350 Paralegals/Clerks $75 - $125 The firm received an advance retainer of $16,000 prior to the petition date. Karamvir Dahiya, Esq., principal of Dahiya, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Karamvir Dahiya, Esq. DAHIYA LAW OFFICES, LLC 75 Maiden Lane, Suite 506 New York, NY 10038 Tel: (212) 766-8000 Fax: (212) 766-8001 E-mail: karam@bankruptcypundit.com About Greek Star Tax Inc. Greek Star Tax Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-44222) on Nov. 20, 2023, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Jil Mazer-Marino presides over the case. Karamvir Dahiya, Esq. at Dahiya Law Offices LLC represents the Debtor as counsel. HOMEZONE IMPROVEMENTS: Unsecureds to Split $147K over 60 Months --------------------------------------------------------------- Homezone Improvements, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a Subchapter V Plan of Reorganization dated February 13, 2024. The Debtor is a Michigan limited liability company performing residential construction services, primarily focusing on replacement of windows, roofing, and siding on existing structures. Debtor regularly employs approximately 10-12 full and part-time employees. Unforeseen dramatic increase in the costs of materials and labor, due largely to the economic impact of the COVID-19 pandemic, made it difficult for the Debtor to finish existing jobs within budget, and the Debtor was forced to take on additional debt. The Debtor took steps to reduce its overhead and costs, so as to maintain profitability. However, though the Debtor strove to meet its new obligations, it was unable to do so, necessitating this Chapter 11, Subchapter V reorganization. Through this Plan, Debtor seeks to reorganize its obligations and continue to provide value to its employees, customers, and community. Class 12 consists of General Unsecured Claims. The allowed unsecured claims total $2,704,824.64. Debtor shall commit its projected disposable income to be paid quarterly on a pro-rata basis to Class 12 General Unsecured Claim holders over 60 months, with the first such payment coming due 90 days following the Effective Date. Such payments will be made by the Debtor directly. This Class is impaired. Donald Wyper is the sole Equity Interest holder of the Debtor, and his continued personal services provided to the Debtor are essential to its successful operation, both during this case and following confirmation. Notwithstanding anything else in this Plan or Section 1141(d)(1)(B) of the Bankruptcy Code, Mr. Wyper shall retain his Equity Interest in the reorganized Debtor in the same manner, nature, and extent as prior to the Petition Date. The Debtor has taken steps to address its financial difficulties. At the expiration of its previous commercial lease, the Debtor moved into a smaller, more economical location. The Debtor reduced its workforce and labor costs, and removed unprofitable product offerings from its lineup, opting to focus on replacement roofing and windows, where Debtor can continue to provide outstanding service to its customers. Debtor will fund its payment obligations under this Plan from its business revenues. On Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date and all other payments required under the terms of this Plan. The Debtor must commit all or such portion of the future earnings or other future income of the Debtor as is necessary for the execution of the Plan. The Debtor's financial projections show that the Debtor anticipates a 60-month yield, net of expenses, of $268,538.44. Of this amount: $121,153.60 will be paid to secured creditors; and the remaining $147,384.84 will be paid to general unsecured creditors, in quarterly installments on a pro-rata basis. The final Plan payment is expected to be paid on or about May 2029. A full-text copy of the Plan of Reorganization dated February 13, 2024 is available at https://urlcurt.com/u?l=bEUjvL from PacerMonitor.com at no charge. Counsel to the Debtor: Anthony J. Miller, Esq. Yuliy Osipov, Esq. Osipov Bigelman, P.C. 20700 Civic Center Dr., Ste. 420 Southfield, MI 48076 Tel: (248) 663-1800 Fax: (248) 663-1801 Email: yo@osbig.com am@osbig.com About Homezone Improvements Homezone Improvements, LLC, is an exterior remodeler based in Grand Blanc and serving homeowners across Michigan. The Company specializes in vinyl replacement windows, notably the Sunrise Vanguard triple-pane windows, as well as sliding patio doors and residential roofing tailored for Michigan's diverse weather. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-31825) on November 15, 2023. In the petition signed by Donald Wyper, managing member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Joel D. Applebaum oversees the case. Yuliy Osipov, Esq., at Osipov Bigelman, PC., represents the Debtor as legal counsel. HORNBLOWER HOLDCO: S&P Downgrades ICR to 'CCC-' on Weak Liquidity ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based ferry and cruise operator Hornblower HoldCo LLC to 'CCC-' from 'CCC' and placed it on CreditWatch with negative implications. S&P revised its recovery rating on Hornblower's secured credit facility to '6' from '5' because the additional super-priority debt reduces value available to secured debt holders. S&P lowered the secured debt ratings to 'C' from 'CCC-', and placed them on CreditWatch with negative implications. The CreditWatch placement reflects the looming maturity of the revolving credit facility term loan due in April and the high likelihood of a near-term restructuring amid narrowing liquidity absent a significant cash equity infusion. The downgrade reflects the company's narrowing liquidity because of negative cash flow generation and very high risk of default given its EBITDA run rate is insufficient to cover its fixed charges. Hornblower used $109 million of cash in the first nine months of 2023 to cover an operating deficit and capital expenditure (capex) of $48 million. The company funded this cash burn with intercompany loans from its unconsolidated affiliate JB Holdings, also owned by its private equity sponsor, Crestview Partners. As of Sept. 30, 2023, Hornblower had $35 million of cash on its balance sheet. S&P said, "We estimate that Hornblower used approximately $40 million of cash in the fourth quarter of 2023 to cover its fixed charges. We also project that the company will use approximately $70 million in the current quarter. Typically, the first quarter is Hornblower's weakest EBITDA quarter. At the same time, it incurs significant capex in the quarter because it incurs most of its ship maintenance capex in the winter months. To fund this cash burn, Hornblower borrowed an additional $80 million of super-priority debt in the fourth quarter of 2023 (we assume under similar terms to the original 2020 agreement). However, we believe this is insufficient to fund its operations over the next few months." Absent a cash equity infusion, Hornblower will need to restructure its unsustainable capital structure in the next few months. Hornblower's adjusted debt has ballooned to approximately $1.4 billion from $770 million in 2019 (including an additional $120 million operating lease adjustment). The company incurred additional debt during the pandemic because its operations were severely hampered from pandemic-related closures and restrictions and in the past year to fund debt service. S&P said, "Yet, our estimate of the company's 2023 adjusted EBITDA remains about 25% below 2019 levels, mostly due to underperformance in its overnight cruise segment as it markets to an older guest population and Hornblower has been unable to return occupancy to pre pandemic levels, unlike the rest of the cruise industry. The approximately $630 million increase in debt in addition to higher base rates of its floating-rate debt has increased annual interest expense by approximately $70 million compared with 2019. We project $70 million of reported EBITDA in 2023 and forecast single-digit EBITDA growth in 2024, which is insufficient to support our forecast of the company's annual debt service, including interest and amortization, of $125 million and maintenance capex of about $50 million." Therefore, Hornblower is unable to generate positive cash flow under its current capital structure and will likely be unable to refinance its April 2024 maturity. The CreditWatch listing reflects the looming April 2024 maturity of the converted revolver term loan and the high likelihood of a restructuring amid narrowing liquidity absent a significant cash equity infusion. S&P said, "We expect to resolve the CreditWatch listing once we have a clearer view of how the company plans to address its April 2024 debt maturity, weak liquidity, and unsustainable capital structure. We could lower the rating if the company announced a transaction that we viewed as distressed, if we believed a default were a virtual certainty, or if the company missed an interest or principal payment. "Health and safety factors are a negative consideration in our credit rating analysis of Hornblower. Although Hornblower is no longer subject to COVID-19 travel protocols, occupancy in its overnight cruise segment has not returned to pre-pandemic levels and cash flow remains weak. Leverage remains high from incremental debt incurred during the pandemic to finance a long period of significant cash burn and the company's slow recovery." Environmental factors are also a negative consideration. This is because of Hornblower's heavy use of fuels (which create greenhouse gas emissions), exposure to waste and pollution risks, increasing environmental regulations, and potential environmental damage that could result from a ship accident. Management and governance is moderately negative, as it is for most rated entities owned by private-equity sponsors. S&P believes the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns. HORNBLOWER HOLDINGS: Case Summary & 30 Top Unsecured Creditors -------------------------------------------------------------- Lead Debtor: Hornblower Holdings LLC f/k/a Hornblower & American Queen Group GP, LLC Pier 3, The Embarcadero San Francisco, CA 94111 Business Description: Hornblower Group is a global leader in experiences and transportation.  Hornblower Group's corporate businesses are comprised of two premier experience divisions: City Experiences, its land- and water-based experiences as well as ferry and transportation services; and Journey Beyond, Australia's leading experiential travel group. Spanning a 100-year history, Hornblower Group's portfolio of international offerings includes water-based experiences (dining and sightseeing cruises), land-based experiences (walking tours, food tours and excursions), overnight experiences (cruises and railways) and ferry and transportation services.  Hornblower Marine, a subsidiary of Hornblower Group, provides vessel outhaul and maintenance services at Bridgeport Boatworks in Bridgeport, Connecticut. Additionally, Anchor Operating System, LLC, a subsidiary of Hornblower Group and independent entity, provides reservation, ticketing and website integration services for clients in the transportation, tourism and entertainment industries. Today, Hornblower Group's global portfolio covers 114 countries and territories, 125 U.S. cities and serves more than 30 million guests annually. Headquartered in San Francisco, California, Hornblower Group's additional corporate offices reside in Adelaide, Australia; Boston, Massachusetts; Chicago, Illinois; London, United Kingdom; New York, New York; Dublin, Ireland; and across Ontario, Canada. Chapter 11 Petition Date: February 21, 2024 Court: United States Bankruptcy Court Southern District of Texas One hundred four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Hornblower Holdings LLC (Primary Case) 24-90061 Alcatraz Cruises, LLC 24-90062 Alcatraz Fleet, LLC 24-90063 Alcatraz Freedom, LLC 24-90066 Alcatraz Island Services, LLC 24-90075 American Countess, LLC 24-90080 American Duchess, LLC 24-90082 American Queen Holdco, LLC 24-90086 American Queen Holdings, LLC 24-90095 American Queen Steamboat Operating Company, LLC 24-90100 American Queen Sub, LLC 24-90104 Anchor Mexico Holdings, LLC 24-90108 Anchor Operating System, LLC 24-90113 ASG Advisors, LLC 24-90119 Babarusa, LLC 24-90124 Bay State, LLC 24-90126 Booth Primary, LLC 24-90132 Boston Harbor Cruises, LLC 24-90137 Choi Advisory, LLC 24-90138 City Cruises Cafe, LLC 24-90064 City Cruises Limited 24-90072 City Ferry Transportation Services, LLC 24-90081 Colugo Liner, LLC 24-90085 Cruising Excursions Limited 24-90089 Cruising Excursions Transport, Limited 24-90094 EON Partners, LLC 24-90099 Falls Mer, LLC 24-90105 Ferryboat Santa Rosa, LLC 24-90109 Gharian Holdings, LLC 24-90112 Gourd Management, LLC 24-90118 HBAQ Holdings, LLC 24-90122 HBAQ Holdings, LP 24-90125 HMS American Queen Steamboat Company, LLC 24-90131 HMS Ferries, Inc. 24-90141 HMS Ferries - Puerto Rico, LLC 24-90136 HMS Global Maritime, Inc. 24-90144 HMS Global Maritime, LLC 24-90101 HMS Vessel Holdings, LLC 24-90106 HMS-Alabama, Inc. 24-90115 HMS-Oklahoma, Inc. 24-90120 HMS-WestPac, Inc. 24-90130 HNY Ferry, LLC 24-90146 HNY Ferry II, LLC 24-90142 HNY Ferry Fleet, LLC 24-90134 Hornblower Cable Cars, Inc. 24-90151 Hornblower Canada Co. 24-90068 Hornblower Canada Entertainment Limited 24-90071 Hornblower Canadian Holdings, Inc. 24-90078 Hornblower Consulting, LLC 24-90155 Hornblower Cruise Holdings, LLC 24-90154 Hornblower Cruises and Events, Inc. 24-90087 Hornblower Cruises and Events, LLC 24-90149 Hornblower Cruises and Events Canada Limited 24-90092 Hornblower Development, LLC 24-90076 Hornblower Energy, LLC 24-90088 Hornblower Facility Operations, LLC 24-90097 Hornblower Ferry Holdings, LLC 24-90117 Hornblower Ferry Holdings II, LLC 24-90107 Hornblower Fleet, LLC 24-90127 Hornblower Freedom, LLC 24-90140 Hornblower Group, Inc. 24-90067 Hornblower Group, LLC 24-90157 Hornblower Group Holdco, LLC 24-90147 Hornblower Holdco, LLC 24-90160 Hornblower Holdings LP 24-90162 Hornblower Hospitality Services, LLC 24-90163 Hornblower India Holdings, LLC 24-90161 Hornblower Metro Ferry, LLC 24-90159 Hornblower Metro Fleet, LLC 24-90158 Hornblower Metro Holdings, LLC 24-90156 Hornblower Municipal Operations, LLC 24-90069 Hornblower New York, LLC 24-90074 Hornblower Shipyard, LLC 24-90079 Hornblower Sub, LLC 24-90084 Hornblower UK Holdings Limited 24-90091 Hornblower Yachts, LLC 24-90096 JJ Audubon, LLC 24-90102 Journey Beyond Holdings, LLC 24-90110 Liberty Cruises, LLC 24-90114 Liberty Fleet, LLC 24-90121 Liberty Hospitality, LLC 24-90128 Liberty Landing Ferries, LLC 24-90133 Lyman Partners, LLC 24-90139 Madison Union, LLC 24-90143 Mission Bay Water Transit, LLC 24-90148 Mission Bay Water Transit Fleet, LLC 24-90153 Orane Partners, LLC 24-90150 San Francisco Pier 33, LLC 24-90065 SEA Operating Company, LLC 24-90070 Seaward Services, Inc. 24-90073 Statue Cruises, LLC 24-90077 Statue of Liberty IV, LLC 24-90083 Statue of Liberty V, LLC 24-90090 Statue of Liberty VI, LLC 24-90093 TCB Consulting, LLC 24-90098 Venture Ashore, LLC 24-90103 Victory Holdings I, LLC 24-90111 Victory Holdings II, LLC 24-90116 Victory Operating Company, LLC 24-90123 Walks, LLC (Delaware) 24-90135 Walks, LLC (Texas) 24-90060 Walks of New York Tours, LLC 24-90129 Yardarm Club (The) Limited 24-90145 York River Boat Cruises Limited 24-90152 Judge: Hon. Marvin Isgur Debtors' Counsel: John F. Higgins, Esq. M. Shane Johnson, Esq. Megan Young-John, Esq. PORTER HEDGES LLP 1000 Main St., 36 th Floor Houston, Texas 77002 Tel: (713) 226-6000 Fax: (713) 226-6248 Email: jhiggins@porterhedges.com sjohnson@porterhedges.com myoung-john@porterhedges.com - and - Paul M. Basta, Esq. Jacob A. Adlerstein, Esq. Kyle J. Kimpler, Esq. Sarah Harnett, Esq. Neda Davanipour, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York 10019 Tel: (212) 373-3000 Fax: (212) 757-3990 Email: pbasta@paulweiss.com jadlerstein@paulweiss.com kkimpler@paulweiss.com sharnett@paulweiss.com ndavanipour@paulweiss.com Debtors' Canadian Cases Counsel: BORDEN LADNER GERVAIS LLP Debtors' Investment Banker: GUGGENHEIM SECURITIES, LLC Debtors' Restructuring Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' Notice & Claims Agent & Administrative Advisor: OMNI AGENT SOLUTIONS, INC. Estimated Assets: $500 million to $1 billion Estimated Liabilities: $1 billion to $10 billion The petition was signed by Jonathan Hickman as chief restructuring officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7BJ6VBA/Hornblower_Holdings_LLC__txsbke-24-90061__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Seatran Marine LLC Trade Payable $3,995,938 107 Hwy 90 Westnew Iberia, LA 70560 United States Attn: Charles Tizzard Title: Chief Financial Officer Phone: (985) 631-9004 Email: ctizzard@seatranmarine.com 2. Pleasant Holidays Trade Payable $943,671 2404 Townsgate Road Westlake Village, CA 91361 United States Attn: Dal Dewolf Title: Chief Financial Officer Tel: (818) 991-3390 Email: dal.dewolf@pleasant.net 3. Easton Coach Company Trade Payable $804,812 1200 Conroy Place Easton, PA 18040 United States Attn: Joe Scott Title: Chief Executive Officer Phone: (610) 253-4055 Email: jscott@eastoncoach.com 4. Intercruises Shoreside and Port Trade Payable $792,329 Services Canada Carrer De La Diputachio 238 Catalonia Barcelona, 0 08007 Spain Attn: Olga Piqueras Title: Managing Director Phone: +34 93 297 2900 Email: o.piqueras@intercruises.com 5. US Postal Service Trade Payable $743,750 475 L'Enfant Plz SW Washington, DC 20260 United States Attn: Louis Dejoy Title: Chief Executive Officer Phone: (703) 237-1848 Email: louis.dejoy@usps.gov 6. Bay Ship & Yacht Co. Trade Payable $693,852 2900 Main Street #2100 Alameda, CA 94501 United States Attn: Joel Welter Title: Chief Executive Officer Phone: (510) 337-9122 Email: engineering@bay-ship.com 7. Vacations to Go Trade Payable $570,399 5851 San Felipe St. Suite 500 Houston, TX 77057 United States Attn: Emerson Kirksey Hankamer Title: Chief Executive Officer Phone: (800) 338-4962 Email: ehankamer@gmail.com 8. Port of San Diego Trade Payable $480,288 3165 Pacific Highway San Diego, CA 92101 United States Attn: Randa Coniglio Title: President and Chief Executive Officer Phone: (619) 686-6200 Email: rconiglio@portofsandiego.org 9. Mittera Group Trade Payable $451,520 1312 Locust St. Ste. 202 Des Moines, IA 50309 United States Attn: Jon Troen Title: Chief Executive Officer Phone: (515) 343-5359 Email: jon.troen@mittera.com 10. Harbor Fuels Trade Payable $436,939 256 Marginal St Boston, MA 02128 United States Attn: Melanie Wheeler Title: Manager Phone: (617) 720-3835 Email: mwheeler@harborfuels.com 11. American Express Trade Payable $400,165 200 Vesey Street New York, NY 10285 United States Attn: Steve Squeri Title: Chief Executive Officer Phone: (212) 640-2000 Email: stephen.squeri@aexp.com 12. Toast Inc. Trade Payable $374,822 401 Park Drive Boston, MA 02115 United States Attn: Steve Fredette Title: President Phone: (617) 297-1005 Email: sfredette@toasttab.com 13. North River Shipyard Trade Payable $366,354 1 Van Houten St Nyack, NY 10960 United States Attn: Ken Graefe Title: Owner Phone: (845) 258-2100 Email: service@northrivershipyard.com Fax: (845) 358-2105 14. University of Georgia Trade Payable $355,940 104 Caldwell Hall Athens, GA 30602-6113 United States Attn: Ryan Nesbit Title: VP of Finance Phone: 706-542-1361 Email: ovpfa@uga.edu 15. Cruise Line Agencies Trade Payable $339,614 of Alaska SE, Inc. 55 Schoenbar Court, Suite 101 Ketchikan, AK 99901 United States Attn: Drew Green Title: Port Manager Phone: (907) 562-6889 Email: andrewg@claAlaska.com 16. Sun Stone Ships, Inc. Trade Payable $334,143 4770 Biscayne Boulevard, PHB Miami, FL 33137 United States Attn: Ulrik Hegelund Title: Chief Financial Officer Phone: (305) 400-8055 Email: uhegelund@sunstoneships.com 17. FMC Globalsat, Inc. Trade Payable $331,258 1200 E Las Olas Blvd Suite 302 Fort Lauderdale, Florida 33315 United States Attn: Emmanuel Cotrel Title: Chief Executive Officer Phone: (954) 678-0697 Email: ecotrel@fmcglobalsat.com 18. Riverview Tug Service Trade Payable $328,040 960 N Riverview St Bellevue, IA 52031 United States Attn: Jeremy Putman Title: Owner Phone: (563) 872-3456 Email: jeremy@riverboatstore.com 19. Marine and Industrial Solutions Trade Payable $278,390 5759 NW Zenith Drive Port St. Lucie, FL 34986-3529 United States Attn: Dan Macriti Title: Chief Executive Officer Phone: (772) 418-3999 Email: dan@marineindustrialsolutions.com 20. Thames Marine Engineering Ltd Trade Payable $277,669 9-10 Copper Row London, 0 SE1 2LH United Kingdom Attn: Nicholas Dwan Title: Director Phone: 07801 822644 Email: nicholas@tmsl.london 21. Gurucul Solutions, LLC Trade Payable $249,442 222 N. Pacific Coast Highway Suite 1310 El Segundo, CA 90245 United States Attn: Saryu Nayyart Title: Chief Executive Officer Phone: (213) 259-8472 Email: saryu@gurucul.com 22. Peabody Memphis Trade Payable $244,570 5118 Park Avenue Suite 245 Memphis, TN 38117 United States Attn: Marty Belz Title: Owner Phone: (901) 762-5466 Email: phg.info@belz.com 23. Pragmars, LLC Trade Payable $241,549 101 Decker CT Ste. 1001 Irving, TX 75062-2211 United States Attn: Cari Dominguez Title: Owner Phone: (214) 559-8966 Email: cadoli@cadolimultiservices.com 24. Elevation Africa Destinations Trade Payable $227,837 29 Pine Road, Suite No. 37 Gauteng Johannesburg, 20555 South Africa Attn: Faith Musekiwa Title: Owner Phone: +27 10 541 0065 Email: res1@eadestinations.com 25. Travel Leaders Network Trade Payable $222,293 3033 Campus Drive Suite W32 Plymouth, MN 55441 United States Attn: J.D. O'Hara Title: Chief Executive Officer Phone: (800) 330 8515 Email: johara@internova.com 26. BNA Marine Services Trade Payable $200,941 1022 Jackson Road Amelia, LA 70340 United States Attn: Jacob Breaux Title: Chief Executive Officer Phone: (985) 384-2840 Email: jake.breaux@bnamarine.com 27. Trove Professional Services Trade Payable $198,737 2081 Center St. Berkeley, CA 94704 United States Attn: Kevin McClure Title: Founder Phone: (888) 638-4614 Email: kevin@troveservices.com 28. Blanchard Machinery Company Trade Payable $190,110 3151 Charleston Hwy West Columbia, SC 29172 United States Attn: Dalys Johnson Title: Chief Financial Officer Phone: (844) 236-2615 Email: djohnson@blanchardmachinery.com 29. Mckinsey & Company, Inc. Trade Payable Undetermined Three World Trade Center, 175 Greenwich St New York, NY 10007 United States Attn: Shelley Stewart Title: Senior Partner Phone: (212) 446-7000 Email: shelley_stewart@mckinsey.com 30. Clyve Shaw & Kenardro Litigation Undetermined Press c/o Working Solutions 80 Broad Street Suite 703 New York, NY 10004 Attn: Brandon M. Sweeney Title: Counsel Phone: (201) 879-6896 Email: bsweeney@workingsolutions.com - and - Attn: Christopher Q. Davis Title: Counsel Phone: (646) 430-7931 Email: cdavis@workingsolutionsnyc.com IMERYS TALC: Judge Loses Patience in Lengthy Bankruptcy Mediation ----------------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that Imerys Talc America Inc. won court approval to continue mediation in its bankruptcy through the end of February 2024, but the judge overseeing the case indicated that she might not grant additional extensions. The judge's statements made during a court hearing Wednesday, February 7, 2024, suggest Imerys and its creditors may not have more opportunities to negotiate in mediation if they're unable to settle their disputes this month. Next week will mark five years since Imerys, which produced talc for Johnson & Johnson baby powder, filed Chapter 11 to settle asbestos liability. About Imerys Talc America Imerys Talc America, Inc. and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling and distributing talc. Its talc operations include talc mines, plants and distribution facilities located in Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, Calif., and Roswell, Ga. Imerys Talc America and its subsidiaries, Imerys Talc Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as their legal counsel, Alvarez & Marsal North America, LLC as financial advisor, and CohnReznick LLP as restructuring advisor. Prime Clerk, LLC, is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of tort claimants in the Debtors' Chapter 11 cases. The tort claimants' committee is represented by Robinson & Cole, LLP. INFINITY COMMERCIAL: Hires Osborn Maledon as Bankruptcy Counsel --------------------------------------------------------------- Infinity Commercial Insurance Incorporated seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ the law firm of Osborn Maledon, P.A. as its counsel. The Debtor requires legal counsel to: (a) give advice regarding the rights, powers and duties of the Debtor in this Chapter 11 case; (b) assist the Debtor in the preparation of statements and schedules and any amendments; (c) assist the Debtor in the formulation, preparation and prosecution of a plan of reorganization; (d) assist the Debtor with regard to litigation and other matters related to the administration and conduct of its Chapter 11 case; (e) assist and advise the Debtor in discussions with creditors relating to the administration of this case; (f) assist the Debtor in reviewing claims asserted against it and in negotiating with claimants asserting such claims; (g) assist the Debtor in examining and investigating potential preferences, fraudulent conveyances, and other causes of action; (h) represent the Debtor at all hearings and other proceedings; (i) review and analyze legal papers; (j) advise the Debtor concerning, and prepare on its behalf, all legal documents filed in the case; and (k) perform such other legal services as may be required or appropriate. The hourly rates of the firm's counsel and staff are as follows: Attorneys $310 to $910 Paralegals $155 to $275 In addition, the firm will seek reimbursement for expenses incurred. Christopher Simpson, Esq., an attorney at Osborn Maledon, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christopher C. Simpson, Esq. Warren J. Stapleton, Esq. Andrew B. Haynes, Esq. OSBORN MALEDON, PA 2929 North Central Avenue, 20th floor Phoenix, AZ 85012 Telephone: (602) 640-9000 Email: csimpson@omlaw.com wstapleton@omlaw.com ahaynes@omlaw.com About Infinity Commercial Insurance Infinity Commercial Insurance Incorporated primarily operates in the Insurance industry. Infinity Commercial Insurance Incorporated filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-01044) on Feb. 13, 2024, listing $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Christopher C. Simpson, Esq. at Osborn Maledon, P.A. represents the Debtor as counsel. INVITAE CORP: Seeks to Hire Kurtzman Carson as Claims Agent ----------------------------------------------------------- Invitae Corporation seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Kurtzman Carson Consultants LLC as its claims and noticing agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtors' Chapter 11 cases. Prior to the petition date, the Debtor provided the firm a retainer in the amount of $50,000. The firm will bill the Debtor monthly and the Debtors agreed to pay out-of-pocket expenses incurred by the firm. Evan Gershbein, executive vice president of Kurtzman's Corporate Restructuring Services, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Evan Gershbein KURTZMAN CARSON CONSULTANTS, LLC 222 N. Pacific Coast Highway, 3rd Floor El Segundo, CA 90245 Telephone: (310) 823-9000 Facsimile: (310) 823-9133 Email: egershbein@kccllc.com About Invitae Corp Invitae Corporation is a medical genetics company that is in the business of delivering genetic testing services, digital health solutions, and health data services that support a lifetime of patient care and improved outcomes. Invitae Corp. and five of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Lead Case No. 24-11362) on Feb. 13, 2024. In the petition filed by Ana Schrank, chief financial officer, disclosed $535,115,000 in assets against $1,618,519,000 in debt. Kirkland & Ellis LLP and Kirkland & Ellis International LLP are the Debtors' bankruptcy counsel and Cole Schotz, P.C. is the Debtors' co-bankruptcy counsel. Moelis & Company LLC is the Debtors' investment banker. FTI Consulting Inc is the Debtors' restructuring advisor. Kurtzman Carson Consultants LLC is the Debtors's notice and claims agent. Deloitte Touche Tohmatsu Limited serves as the Debtors' tax advisor. IPWE INC: $500,000 DIP Loan from Granicus Has Final OK ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized IPwe Inc. to use cash collateral and obtain postpetition financing, on a final basis. The Debtor is permitted to obtain up to $500,000 in postpetition debtor-in-possession financing from Granicus IP, LLC. About $150,000 of the loan proceeds is available upon entry of the interim order. The DIP Facility will incur interest at a rate of 5% per annum, which amounts will accrue but will not be payable until the Maturity Date. After an Event of Default, the interest will accrue at an interest rate of 10% per annum payable monthly. No amounts borrowed will be repaid until the Maturity Date. No amounts borrowed will be repaid until the Maturity Date. The DIP Facility will mature on the earlier to occur of the sale of substantially all of the Debtor's assets or the effective date of the Plan and the expiration of any Remedies Notice Period. As adequate protection for the use of cash collateral, the Prepetition Secured Parties are granted valid, binding, continuing, enforceable, fully perfected, first priority senior replacement liens on and security interests in any and all tangible and intangible pre- and post-petition property of the Debtor, whether existing before, on or after the Petition Date. The Adequate Protection Liens will be junior only to the Carve-Out, the superpriority lien as and when granted to the Final DIP portion, as and when approved, and any Permitted Encumbrance. The Adequate Protection Liens will otherwise be senior to all other security interests in, liens on, or claims against any of the Adequate Protection Collateral. The Adequate Protection Amount due to the Prepetition Secured Parties will constitute an allowed superpriority administrative expense claim against the Debtor in the amount of any diminution in value of the Prepetition Collateral. These events constitute an "Event of Default": (i) the Adequate Protection Liens cease to be in full force and effect, or cease to create a perfected security interest in, and lien on, the Prepetition Collateral purported to be created thereby; (ii) the failure of the Debtor to perform or comply with any of the terms, provisions, conditions, covenants, or obligations under this Final Order, including all Budget Covenants; (iii) The Court enters an order granting relief from the automatic stay applicable under 11 U.S.C. section 362 authorizing an action by a lienholder with respect to assets of the Debtor on which such lienholder has a lien with an aggregate value in excess of $50,000; (vi) The entry of an order: (a) appointing a trustee, receiver or examiner with expanded powers, including to manage the Debtor's business, with respect to the Debtor, (b) dismissing the Chapter 11 Case, (c) converting the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, in each case where such order has become a final order not subject to appeal, or (d) terminating the Debtor's exclusivity period under section 1121 of the Bankruptcy Code for any reason whatsoever; (v) The Debtor, after the Petition Date, takes any action, or as to insiders, permits any action, that would result in an "ownership change" as such term is used in 26 U.S.C. section 382; and (vi) The Debtor breaches or fails to comply with the terms of the Interim Order, the DIP Promissory Note, the Final Order or the Plan, in any material resect. A copy of the order is available at https://urlcurt.com/u?l=hlSTno from PacerMonitor.com. About IPwe Inc. IPwe, Inc. has been at the forefront of developing blockchain solutions for IP strategy, collaborating with leading blockchain providers such as IBM, Hyperledger, and CasperLabs since 2018. The Debtor's cutting-edge IP strategy solution, Smart Intangible Asset Management, utilizes dynamic patent NFTs and its proprietary AI algorithm to consolidate IP data and generate data-driven metrics, including valuations, ratings, and benchmarks for every patent. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10078) on January 24, 2024, with $156,169 in assets and $7,292,376 in liabilities. Leann M. Pinto, chief executive officer, signed the petition. Judge Craig T. Goldblatt oversees the case. Ronald S. Gellert, Esq., at Gellert Scali Busenkell & Brown, LLC, represents the Debtor as legal counsel. JAGUAR HEALTH: Receives Delisting Notice From Nasdaq ---------------------------------------------------- Jaguar Health, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC notifying the Company that as of Feb. 14, 2024, the Company's common stock had a closing bid price of $0.10 or less for 10 consecutive trading days. Accordingly, the Company is subject to the provisions contemplated under Nasdaq Listing Rule 5810(c)(3)(A)(iii). As a result, the Staff has issued a letter notifying the Company of its determination to delist the Company's securities from Nasdaq effective as of the opening of business on Feb. 26, 2024, unless the Company requests an appeal before the Nasdaq Hearings Panel of the Staff's determination on or prior to Feb. 22, 2024, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. A hearing request will stay the suspension of the Company's securities and the filing of the Form 25-NSE pending the Panel's final decision following the hearing and any extension period that may be granted by the Panel. The Company's common stock will continue to trade on Nasdaq under the symbol "JAGX" pending the ultimate decision of any appeal process. To the extent that the Company requests a hearing before the Panel, there can be no assurance that the Company will obtain an extension period from the Panel within which to regain compliance. On May 10, 2023, Jaguar Health received a notification letter from Nasdaq indicating that the bid price for the Company's common stock for the last 30 consecutive business days had closed below the minimum $1.00 per share required for continued listing under Nasdaq Listing Rule 5550(a)(2). Under Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted a 180-calendar day grace period, or until Nov. 6, 2023, to regain compliance with the Minimum Bid Price Requirement. However, on Nov. 8, 2023, the Staff notified the Company that it was eligible for an additional 180-calendar day period or until May 6, 2024, to regain compliance. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar Health reported a net loss of $48.39 million for the year ended Dec. 31, 2022, compared to a net loss of $52.60 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $47.45 million in total assets, $48.81 million in total liabilities, and a total stockholders' deficit of $1.35 million. Although the Company plans to finance its operations and cash flow needs through equity and/or debt financing, collaboration arrangements with other entities, license royalty agreements, as well as revenue from future product sales, the Company does not believe its current cash balances are sufficient to fund its operating plan through one year from the issuance of these unaudited condensed consolidated financial statements. There can be no assurance that additional funding will be available to the Company on acceptable terms, or on a timely basis, if at all, or that the Company will generate sufficient cash from operations to adequately fund operating needs. If the Company is unable to obtain an adequate level of financing needed for the long-term development and commercialization of the products, the Company will need to curtail planned activities and reduce costs. Doing so will likely have an adverse effect on the ability to execute the Company's business plan; accordingly, there is substantial doubt about the ability of the Company to continue in existence as a going concern, the Company said in its Quarterly Report for the period ended Sept. 30, 2023. JIMMY MOTOR: Court OKs Cash Collateral Access Thru March 5 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Jimmy Motor Car Company, Inc. to use cash collateral on an interim basis, in accordance with the budget, through March 5, 2024. The Debtor is authorized to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the Subchapter V Trustee and payroll obligations incurred post-petition in the ordinary course of business in the amounts set forth in the budget; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) additional amounts as may be expressly approved in writing by lender, Automotive Finance Corporation. The Secured Creditors will have a perfected post-petition lien against cash collateral and proceeds acquired with cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. Additionally, provided the Debtor sells any vehicle that is subject to any creditor's lien, the Debtor will immediately remit the funds necessary to payoff the lien on said vehicle to the floorplan lender and the floorplan lender will immediately turnover title to the vehicle upon receipt of the payoff amount. The Debtor will not use any cash collateral to purchase new vehicles subject to another lender's lien without further Court order. The Debtor will not dispose of any vehicle inventory through trade. The Debtor will maintain insurance coverage for its property in accordance with the obligations under all applicable loan and security documents. A continued hearing on the matter is set for March 5, 2024 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=GW8omx from PacerMonitor.com. About Jimmy Motor Car Company Jimmy Motor Car Company, Inc. is a full-service used car dealer in Orlando, Fla. Its used car inventory includes Acura, Audi, BMW, Cadillac, Chevrolet, Dodge, Ford, GMC, Honda, Hyundai, INFINITI, Jeep, Kia, Land Rover, Lexus, Lincoln, Mazda, Mercedes-Benz, MINI, Mitsubishi, Nissan, Scion, Toyota and Volkswagen. Jimmy Motor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00423) on January 30, 2024, with $1 million to $10 million in both assets and liabilities. Junaid Iqbal, president, signed the petition. Judge Lori V. Vaughan oversees the case. Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP represents the Debtor as legal counsel. JM4 TACTICAL: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- JM4 Tactical LLC asks the U.S. Bankruptcy Court for the Northern District of Texas, Abilene Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay operational expenses. Due to cash flow issues resulting from a drop in revenue in the year 2023, the Debtor is unable meet its monthly debt obligations. Making matters worse, the Debtor is unable to secure additional capital to fund operations. For these reasons, the Debtor was forced to seek protection from the Court. The U.S. Small Business Administration and Idea Financial, Inc. assert an interest in the Debtor's cash collateral. Prior to the Petition Date, The Debtor and the SBA entered into Amended Loan Authorization and Agreement in the amount of $500,000. As of the Petition Date, the Debtor allegedly owes the SBA approximately $523,503 on behalf of the SBA Note. On June 18, 2020, the SBA filed a UCC-1 Financing Statement against the Debtor regarding the SBA Note Pre-Petition Collateral. As result, the SBA alleges that pursuant to the SBA Note, it has a first priority lien on all assets of the Debtor, including the Debtor's cash. Prior to the Petition Date, the Debtor borrowed under the Revolving Loan Agreement with Idea an amount of $83,7000. The Idea Notes is allegedly secured by all of the Debtor's cash, accounts receivables, inventory, instruments, equipment, intangibles, accounts, chattel paper, specific property and all property of the Debtor. As of the Petition Date, the Debtor allegedly owes Idea $56,862 on behalf of the Idea Note. On August 25, 2023, Idea filed a UCC-1 Financing Statement against the Debtor regarding the Idea Pre-Petition Collateral. As adequate protection for any diminution in value incurred by Secured Lenders through the Debtor's use of cash collateral, the Debtor will (i) maintain the value of its business as a going-concern, (ii) provide to Secured Lenders replacement liens on now owned and after-acquired cash derived from Secured Lenders Collateral, and (iii) provide superpriority administrative claims to Secured Lenders equal to any diminution in value of Secured Lenders Collateral. A copy of the motion is available at https://urlcurt.com/u?l=AvZ5rm from PacerMonitor.com. About JM4 Tactical LLC JM4 Tactical LLC manufactures gun holster products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-10026) on February 16, 2024. In the petition signed by Shawndalyn Myers, managing member, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Brandon Tittle, Esq., at Tittle Law Group, PLLC, represents the Debtor as legal counsel. KBS REAL ESTATE: Extends Maturity of BofA Loan Facility to Aug. 6 ----------------------------------------------------------------- As previously disclosed, on November 3, 2021, certain of KBS Real Estate Investment Trust III, Inc.'s ("KBS REIT III") indirect wholly-owned subsidiaries (the "Amended and Restated Portfolio Loan Facility Borrowers"), entered into a two-year loan agreement with Bank of America, N.A., as administrative agent (the "Agent"); BofA Securities, Inc., Wells Fargo Securities, LLC and Capital One, National Association as joint lead arrangers and joint book runners; Wells Fargo Bank, N.A., as syndication agent; and each of the financial institutions signatory thereto as lenders (as subsequently modified and amended, the "Amended and Restated Portfolio Loan Facility"). The current lenders under the Amended and Restated Portfolio Loan Facility are Bank of America, N.A.; Wells Fargo Bank, National Association; U.S. Bank, National Association; Capital One, National Association; PNC Bank, National Association; Regions Bank; and Zions Bankcorporation, N.A., DBA California Bank & Trust (together, the "Portfolio Loan Lenders"). The Amended and Restated Portfolio Loan Facility is secured by 60 South Sixth, Preston Commons, Sterling Plaza, Towers at Emeryville, Ten Almaden and Town Center (the "Properties"). On February 6, 2024, KBS REIT III, through the Amended and Restated Portfolio Loan Facility Borrowers, entered into a fourth loan modification and extension agreement with the Agent and the Portfolio Loan Lenders (the "Fourth Extension Agreement"). Pursuant to the Fourth Extension Agreement, the Agent and Portfolio Loan Lenders agreed to extend the maturity of the facility to August 6, 2024. The aggregate outstanding principal balance of the Amended and Restated Portfolio Loan Facility was approximately $601.3 million as of February 6, 2024. Under the Fourth Extension Agreement, the Agent and the Portfolio Loan Lenders waived the requirement for the Properties to satisfy the minimum required ongoing debt service coverage ratio as of the December 31, 2023, March 31, 2024 and June 30, 2024 test dates and waived the requirement for REIT Properties as guarantor to satisfy a net worth covenant for the period between February 6, 2024 and August 6, 2024. The Fourth Extension Agreement also includes a requirement to meet each of the following milestones: a) On or prior to February 29, 2024, the Amended and Restated Portfolio Loan Facility Borrowers will have delivered to Agent a reasonably comprehensive plan for KBS REIT III that includes a comprehensive cash flow analysis and plan for repayment of all indebtedness of KBS REIT III and its direct and indirect subsidiaries; b) On or prior to March 29, 2024, KBS REIT III will have engaged an investment bank for purposes of raising not less than $100,000,000 in new equity, debt or a combination of both for purposes of recapitalizing KBS REIT III and the Amended and Restated Portfolio Loan Facility Borrowers; and c) On or prior to July 15, 2024, not less than $100,000,000 in new equity, debt or a combination of both shall have been raised by KBS REIT III. With regard to the milestones above, KBS REIT III has provided a comprehensive cash flow analysis to the Lenders and is working to finalize that plan, inclusive of a plan for repayment of all indebtedness, over the next two weeks. Additionally, on February 12, 2024, after running an interview process with several investment banks, KBS REIT III engaged Moelis & Company LLC, a global investment bank with expertise in real estate, capital raising and restructuring, to assist KBS REIT III in developing, evaluating and pursuing the initiatives in accordance with the Fourth Extension Agreement. KBS REIT III will continue to work to meet all of the milestones in the Fourth Extension Agreement, though there can be no assurance as to the certainty or timing of KBS REIT III's plans to raise capital or additional debt. To the extent each milestone above is not met, it will constitute an immediate default under the Amended and Restated Portfolio Loan Facility, without any requirement of notice or opportunity to cure. The Fourth Extension Agreement provides that 100% of excess cash flow from the Properties continues to be deposited monthly into a cash collateral account (the "Cash Sweep Collateral Account"). Excess cash flow for any calendar month is generally defined as (a) gross revenues from the Properties plus amounts received under certain pledged swaps, less (b) approved operating expenses of the Properties, payments under the Amended and Restated Portfolio Loan Facility, payments under permitted interest rate swaps and in certain cases REIT-level general and administrative costs and asset management fees allocated the Properties. Funds may not be withdrawn from the Cash Sweep Collateral Account without the prior written consent of the Agent, and upon certain events, the Agent has the right to withdraw funds from the Cash Sweep Collateral Account. The Fourth Extension Agreement provides that, subject to the requirements contained therein, the Amended and Restated Portfolio Loan Facility Borrowers will be permitted to withdraw funds from the Cash Sweep Collateral Account to pay or reimburse the Amended and Restated Portfolio Loan Facility Borrowers for approved tenant improvements, leasing commissions and capital improvements and for operating shortfalls related to the Properties to the extent they occur in any month. Additionally, the Fourth Extension Agreement provides a default will occur under the Amended and Restated Portfolio Loan Facility if a written demand for payment following a default under the following loans is delivered by U.S. Bank, National Association under (a) KBS REIT III's unsecured credit facility, (b) the payment guaranty agreement of KBS REIT III's Modified Portfolio Revolving Loan Facility or (c) any other indebtedness of KBS REIT Properties III LLC, an indirect wholly owned subsidiary of KBS REIT III, where the demand made or amount guaranteed is greater than $5.0 million. The Amended and Restated Portfolio Loan Facility Borrowers also agreed (a) to pay the Portfolio Loan Lenders a non-refundable fee in the amount of $0.9 million, (b) to deposit $5.0 million into the Cash Sweep Collateral Account (which will generally be used to fund capital expenditures and operating cash flow needs of the Properties), (c) to pay the Agent certain fees, commissions and costs incurred by the Agent and its counsel in connection with the Fourth Extension Agreement, and (d) to pay the Portfolio Loan Lenders an exit fee in the amount of $1.0 million, which is due on the earliest to occur of the maturity date, the repayment of the loan in full and the occurrence of a default under the loan. About KBS Real Estate Investment Trust III Newport Beach, Calif.-based KBS Real Estate Investment Trust III, Inc. was formed on December 22, 2009, as a Maryland corporation that elected to be taxed as a real estate investment trust ("REIT") beginning with the taxable year ended December 31, 2011, and it intends to continue to operate in such manner. All of the Company's business is conducted through KBS Limited Partnership III (the "Operating Partnership"), a Delaware limited partnership. The Company is the sole general partner of and owns a 0.1% partnership interest in the Operating Partnership. KBS REIT Holdings III LLC ("REIT Holdings III"), the limited partner of the Operating Partnership, owns the remaining 99.9% interest in the Operating Partnership and is its sole limited partner. The Company is the sole member and manager of REIT Holdings III. As of September 30, 2023, KBS had $2.15 billion in total assets and $1.85 billion in total liabilities. In a Form 8-K Report filed with the U.S. Securities and Exchange Commission, KBS disclosed that there is substantial doubt about its ability to continue as a going concern for at least 12 months from November 14, 2023. KBS said the ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office buildings, continues to be one of the most significant risks and uncertainties the Company faces. KBS REAL ESTATE: Extends Maturity of U.S. Bank Loan to April 15 --------------------------------------------------------------- As previously disclosed, on October 17, 2018, certain of KBS Real Estate Investment Trust III, Inc.'s ("KBS REIT III") indirect wholly owned subsidiaries (the "Borrowers") entered into a loan facility (as subsequently modified and amended, the "Modified Portfolio Revolving Loan Facility") with U.S. Bank National Association, as administrative agent (the "Agent"). The current lenders under the Modified Portfolio Revolving Loan Facility are U.S. Bank National Association, Regions Bank, Citizens Bank, City National Bank and Associated Bank, National Association. The Modified Portfolio Revolving Loan Facility is secured by 515 Congress, the McEwen Building, Gateway Tech Center and 201 17th Street (the "Properties"). As of February 9, 2024, the McEwen Building was under contract for sale and the closing is expected to occur in February 2024. The buyer has funded a non-refundable deposit of $1.0 million related to this sale and while we fully anticipate the sale to close in February, there can be no certainty that KBS REIT III will complete the sale of the McEwen Building. As of February 9, 2024, the borrowing capacity under the Modified Portfolio Revolving Loan Facility was $249.2 million, of which $124.6 million was term debt and $124.6 million was revolving debt, all of which was outstanding. The Modified Portfolio Revolving Loan Facility had a maturity date of March 1, 2024, with one 12-month extension option, subject to certain terms, conditions and fees. On February 9, 2024, KBS REIT III, through the Borrowers, entered into an additional advance and third modification agreement (the "Third Modification Agreement") with the Agent and the Lenders to: a) extend the maturity date of the Modified Portfolio Revolving Loan Facility to April 15, 2024; b) in the event that the McEwen Building is released as security for the Modified Portfolio Revolving Loan Facility in accordance with the loan documents and the Third Modification Agreement: -- provide for an additional extension of the maturity date from April 15, 2024 to March 1, 2026 upon the satisfaction of certain terms and conditions set forth in the loan documents, -- modify certain terms and provisions related to the interest rate, which resets the interest rate to one-month Term SOFR plus 300 basis points and requires quarterly payments of principal in the amount of $880,900, -- convert the revolving debt into non-revolving debt, eliminate the accordion option (whereby Borrowers previously had the ability to request that the commitment be increased subject to the Lenders' consent and certain additional conditions), and eliminate the revolving portion of the Modified Portfolio Revolving Loan Facility and the rights of the Borrowers to reborrow debt under the loan once it has been paid, -- provide for holdbacks of a portion of the Modified Portfolio Revolving Loan Facility to be disbursed subject to the satisfaction of certain terms and conditions. -- restrict the ability of KBS REIT III to pay dividends or distributions to its stockholders or to redeem shares of its stock without the Agent's prior written consent, except for any amounts that KBS REIT III is required to distribute to its stockholders to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), and -- provide for certain cash management sweeps; and c) amend certain other terms and conditions described in the loan documents. Pursuant to the Third Modification Agreement, in the event of the closing of the sale of the McEwen Building, the Borrowers will pay the Agent an amount equal to the greater of (a) $45.0 million or (b) the net sales proceeds generated by the sale of the McEwen Building ("Required McEwen Payment"), which amount will be applied to reduce the outstanding principal amount of the Modified Portfolio Revolving Loan. The Third Modification Agreement also allows KBS REIT III to draw back a portion of the amount of the loan paydown from the McEwen Building sale proceeds through holdbacks on the Modified Portfolio Revolving Loan Facility, consisting of (i) a holdback for the payment of, or reimbursement of the Borrowers' payment of, tenant improvements, leasing commissions and capital expenditures related to the Properties equal to $10.0 million and (ii) a holdback for the payment of, or reimbursement of KBS REIT Properties III, LLC's (the "Guarantor"), an indirect wholly owned subsidiary of KBS REIT III, and/or its subsidiaries' payment of, tenant improvements, leasing commissions and capital expenditures for real property and related improvements owned directly or indirectly by the Guarantor in an amount equal to the lesser of (a) $7.0 million and (b) an amount equal to the Required McEwen Payment minus $40.0 million. Disbursements of the holdback amounts are subject to the conditions of the Third Modification Agreement. In the event of disbursements of the holdback amounts, such advances by the Lenders will increase the aggregate principal commitment under the Modified Portfolio Revolving Loan Facility. In the event that the McEwen Building is released as security for the Modified Portfolio Revolving Loan Facility, the Third Modification provides that excess cash flow from the Properties be deposited monthly into an interest-bearing account held by the Agent for the benefit of the Lenders ("Cash Management Account"). Excess cash flow for any calendar month means an amount equal to (a) gross revenues from the Properties less (b) an amount equal to principal and interest paid with respect to the Modified Portfolio Revolving Loan Facility, operating expenses of the Properties and in certain cases a limited amount of REIT-level expenses. So long as no default exists under the Modified Portfolio Revolving Loan Facility and subject to the terms and conditions in the Third Modification Agreement, the Borrowers may request disbursement from the Cash Management Account for the payment of debt service payments (including the quarterly principal payments) and other payments due under the loan, for tenant improvements, leasing commissions, capital expenditures and other operating shortfalls and for certain REIT-level expenses. The Agent has the sole right to make withdrawals from the Cash Management Account. In connection with the Third Modification Agreement, the Guarantor and the Lenders also agreed to amendments to the Guarantor's financial covenants (increasing the allowed leverage ratio and reducing the required earnings to fixed charges ratios). The Third Modification Agreement provides that disbursements of the holdback amounts and withdrawals from the Cash Management Account are subject to compliance with the above referenced amended Guarantor financial covenants and other covenants that require the Properties to satisfy certain leverage and debt service coverage ratios and that the Agent may demand a pay down of the outstanding principal balance of the loan to the extent of noncompliance with such covenants. Due to certain restrictions and covenants included in the Third Modification Agreement, KBS REIT III does not expect to pay any dividends or distributions or redeem any shares of its stock during the term of the loan agreement. In the event the McEwen Building is not released as security under the Modified Portfolio Revolving Loan Facility and the loan is not thereby extended to March 1, 2026, the Borrowers have the right to extend the maturity date under the loan to March 1, 2025, subject to certain terms, conditions and fees. About KBS Real Estate Investment Trust III Newport Beach, Calif.-based KBS Real Estate Investment Trust III, Inc. was formed on December 22, 2009, as a Maryland corporationt hat elected to be taxed as a real estate investment trust ("REIT") beginning with the taxable year ended December 31, 2011, and it intends to continue to operate in such manner. All of the Company's business is conducted through KBS Limited Partnership III (the "Operating Partnership"), a Delaware limited partnership. The Company is the sole general partner of and owns a 0.1% partnership interest in the Operating Partnership. KBS REIT Holdings III LLC ("REIT Holdings III"), the limited partner of the Operating Partnership, owns the remaining 99.9% interest in the Operating Partnership and is its sole limited partner. The Company is the sole member and manager of REIT Holdings III. As of September 30, 2023, KBS had $2.15 billion in total assets and $1.85 billion in total liabilities. In a Form 8-K Report filed with the U.S. Securities and Exchange Commission, KBS disclosed that there is substantial doubt about its ability to continue as a going concern for at least 12 months from November 14, 2023. KBS said the ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office buildings, continues to be one of the most significant risks and uncertainties the Company faces. KISAVOS TAXI: Hires Dahiya Law Offices as Bankruptcy Counsel ------------------------------------------------------------ Kisavos Taxi Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Dahiya Law Offices LLC as its counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code, assist in the preparation of a plan of reorganization, and provide other legal services related to its Chapter 11 case. Dahiya will charge these hourly rates: Principal $700 Counsel $550 Associates $200 - $350 Paralegals/Clerks $75 - $125 The firm received an advance retainer of $16,000 prior to the petition date. Karamvir Dahiya, Esq., principal of Dahiya, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Karamvir Dahiya, Esq. DAHIYA LAW OFFICES, LLC 75 Maiden Lane, Suite 506 New York, NY 10038 Tel: (212) 766-8000 Fax: (212) 766-8001 E-mail: karam@bankruptcypundit.com About Kisavos Taxi Inc. Kisavos Taxi Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-44221) on Nov. 20, 2023, listing up to $50,000 in both assets and liabilities. Judge Jil Mazer-Marino presides over the case. Karamvir Dahiya, Esq. at Dahiya Law Offices LLC represents the Debtor as counsel. LITTLE MANUEL'S: Unsecureds Will Get 1% of Claims over 60 Months ---------------------------------------------------------------- Little Manuel's, Inc., filed with the U.S. Bankruptcy Court for the Northern District of California a Plan of Reorganization for Small Business dated February 12, 2024. The Debtor operates a Mexican Food restaurant and cantina located in Antioch, California. The Debtor is 100% owned and managed by Michelle Sidrian, who is the Debtor's Responsible Individual in this case. The main assets of the Debtor include its food and beverage inventory and the furnishings of the restaurant. Debtor estimates that the market value of its assets is approximately $29,683.94. Debtor also owes sales tax to the California Tax and Fee Administration and unpaid income taxes to the FTB and IRS. In October of 2019, Little Manuel's Inc. obtained a loan with Loan Me to help the restaurant cover the then new installment agreement with the California Board of Equalization. Little Manuel's Inc. also obtained two PPP loans and an SBA EIDL Loan which were used to keep the business running during this time. The business has not fully recovered back to pre-pandemic sales. In addition, Little Manuel's Inc. took out merchant cash advance ("MCA") loans to help get through this period. With the inflation and interest rate rising this year, sales dropped sharply, especially during the slow summer months. This caused Little Manuel's Inc. to fall behind on the bills that they were still trying to take care of due to the pandemic. Debtor owes approximately $370,000 in UCC secured debts. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $4,917.88 per month. The Debtor has proposed a 60-month plan. Hence the final payment is projected to be on or about March 2029. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations, infusions of capital from the debtor's principal, accounts receivable and future income. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 1 cent on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of Non-priority unsecured creditors. These claimants shall be paid on a monthly basis with payments being made by the 15th day of every month. This Class shall be paid pro rate monthly payments of $62.44 over 60 months. This Class will receive a distribution of 1% of their allowed claims. The allowed unsecured claims total $374,622.55. The Debtor will continue to operate the restaurant businesses and use profits to fund the Plan. A full-text copy of the Plan of Reorganization dated February 12, 2024 is available at https://urlcurt.com/u?l=ykZd9y from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Vincent E. Wood, Esq. LAW OFFICES OF E. VINCENT WOOD 2950 Buskirk Ave., Suite 300 Walnut Creek, CA 94597 Tel: (925) 278-6680 Fax: (925) 955-1655 Email: vince@woodbk.com About Little Manuel's Little Manuel's, Inc., operates a Mexican Food restaurant and cantina located in Antioch, California. Little Manuel's is 100% owned and managed by Michelle Sidrian. Little Manuel's sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-41120) on Sept. 6, 2023. In the petition signed by Michelle Sidrian, CEO and shareholder, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Charles Novack oversees the case. E. Vincent Wood, Esq., at The Law Offices of E. Vincent Wood, is the Debtor's legal counsel. LUMEN TECHNOLOGIES: Moody's Cuts CFR to Caa2, Outlook Stable ------------------------------------------------------------ Moody's Investors Service downgraded Lumen Technologies, Inc.'s corporate family rating to Caa2 from Caa1 and its probability of default rating to Caa2-PD from Caa1-PD. Moody's also downgraded the following: (i) Lumen's backed senior secured bank credit facilities and senior secured note ratings to Caa3 from Caa2 and its senior unsecured notes rating to Ca from Caa3, (ii) Level 3 Financing, Inc.'s (Level 3) backed senior secured notes and senior secured bank credit facility ratings to B3 from B1 and its backed senior unsecured notes rating to Caa2 from B3 and (iii) Qwest Corporation's (Qwest) senior unsecured rating to Caa3 from B3. The company's speculative grade liquidity rating (SGL) was upgraded to SGL-2 from SGL-3 reflecting good liquidity. The ratings outlook for Lumen, Level 3 and Qwest are revised to stable from negative. The CFR downgrade reflects Lumen's continued weak operating performance and medium to longer term refinancing risks. While Moody's believes that the exchange offer under consideration if successfully completed will provide Lumen with near term financial flexibility, it does not resolve the company's longer term refinancing risks. According to the transaction summary agreement dated January 22, 2024, the exchange offer, which represents creditors holding about $12.5 billion of Lumen debt, will extend debt maturities of various tranches by approximately two years through 2031. The debt maturity extensions should provide Lumen's management team with near term flexibility to re-invest in the business and improve the company's long term competitive positioning. To fend off competitors and grow market share, Moody's believes that Lumen must aggressively re-invest to improve service offerings in its Business segment and upgrade the legacy network of its Mass Markets division. These investments will take time to bear results and will constrain the company's free cash flows over the next several years limiting its ability to reduce its debt obligations. For 2024, 2025 and 2026, Moody's projects Lumen will spend per annum around 24% of its sales or about 65% of its EBITDA (on average) on capital expenditures. For the three year period, Moody's expects free cash flows will be negatively impacted by capital spending and higher interest expense. The upgrade of the speculative grade liquidity rating to SGL-2 from SGL-3 reflects much improved liquidity at December 31, 2023. This is supported by $2.2 billion of cash on hand (including $1.5 billion in net cash proceeds from the sale of the EMEA asset completed during the fourth quarter of 2023) and Moody's assumption for $300 million in free cash flow generation in 2024. Lastly, the change in outlook to stable from negative reflects Lumen's much improved near team liquidity and Moody's expectation for modest free cash flow generation for the full year 2024 and 2025. This added near term financial flexibility should allow the company to address debt maturities in 2025 and 2026, and provide the management team more time to re-invest in its business to improve Lumen's competitive positioning and long term value. RATINGS RATIONALE Lumen's Caa2 CFR reflects the uncertainty around the pace of recovery in the company's earnings and ability to generate significant free cash flows to help reduce debt, and execution risks associated with the company's on-going capex program. Though the exchange offer will improve near term financial flexibility, medium to longer term refinancing risks remain. In addition, the rating considers the highly competitive industry Lumen operates in with limited pricing power and high customer churn. To offset these competitive challenges, Lumen is aggressively reinvesting in its business to deliver compelling value add solutions such as network-as-a-service for its enterprise customers and faster broadband speeds for consumers in its Mass Markets division. As a result, in the near term until EBITDA improves and capex spending materially declines, free cash flow generation will remain modest relative to the size of its EBITDA and the amount of debt outstanding. At the same time, the rating takes into consideration the company's good liquidity and broad based assets for which a sale could generate significant amount of net cash proceeds to either reduce debt or re-invest in the business. The SGL-2 speculative grade liquidity rating reflects Moody's expectations that Lumen will have good liquidity over the next 12 months to 18 months, supported by $2.2 billion in cash as of December 31, 2023, and Moody's expectation of around $300 million of free cash flow for the full year 2024. Lumen's corporate structure includes two layers of debt (secured/unsecured) at the holding company (Lumen Technologies, Inc.) level and two main operating company credit pools (Qwest Corporation and Level 3 Parent, LLC) with multiple classes of debt within each. At the Lumen holding company level, Moody's rates the company's senior secured credit facilities and senior secured notes Caa3. The Caa3 ratings reflect the senior position of these senior secured instruments ahead of Lumen's Ca rated unsecured debt. The Ca senior unsecured rating reflects its junior position in the capital structure at the holding company level and the significant amount of senior debt, at Lumen, Level 3 and Qwest. The senior secured credit facilities and senior secured notes of Level 3 are rated B3, reflecting their structural seniority to Level 3's senior unsecured notes rated Caa2. The senior unsecured debt of Qwest is rated Caa3. The stable outlook reflects Lumen's $2.2 billion of cash on the balance sheet as of December 31, 2023 and Moody's expectation for modest free cash flow generation in 2024 and 2025, which in aggregate should be sufficient to cover debt maturities in 2025 and 2026. In addition, the stable outlook takes into consideration Moody's expectation that over the next twelve to 18 months, Lumen will grow EBITDA and will materially improve the year over year rate of revenue decline. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Lumen's operating performance improves including sustained year-over-year organic EBITDA growth, the company achieves predictable and material free cash flow generation to help address the sustainability of the capital structure, and the company maintains good liquidity. The ratings could be downgraded if the company's liquidity position and operating performance or ability to service its debt deteriorates or Moody's view on the likelihood of a default or recovery for debtholders were to be lowered. Headquartered in Monroe, Louisiana, Lumen Technologies, Inc., is an integrated communications company that provides an array of communications services to large enterprise, mid-market enterprise, government and wholesale customers in its larger Business segment. The company's smaller Mass Markets segment primarily provides broadband services to its residential and small business customer base. The principal methodology used in these ratings was Telecommunications Service Providers published in November 2023. MCCONNELL SAND: Seeks to Tap CMM & Associates as Financial Advisor ------------------------------------------------------------------ McConnell Sand and Stone, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to employ Charles Mouranie, CMM & Associates as its financial advisor. The firm will provide assistance to gather and organize information, assess available options, assist with preference analysis, and to develop and support a plan of reorganization. The firm will be paid at these rates: Charles M. Mouraine $335 per hour Charles Flint $295 per hour Charles Mouraine, a partner at CMM & Associates, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Charles M. Mouraine CMM & ASSOCIATES 43313 Woodward Ave # 1189 Telephone: (248) 767-9492 Facsimile: (248) 562-1959 Email: cmouraine@cmmengllc.com About McConnell Sand and Stone McConnell Sand and Stone, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-90058) on June 19, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Thomas Richardson, Esq., at Lewis Reed and Allen, has been appointed as Subchapter V trustee. Judge Scott W. Dales oversees the case. The Debtor tapped George E. Jacobs, Esq., at Bankruptcy Law Offices as counsel and Laurie Lapham at Laurie Lapham Accounting as accountant. MEDAVAIL HOLDINGS: Seeks Chapter 7 Bankruptcy in Delaware --------------------------------------------------------- Street Insider reports that after considering strategic alternatives, MedAvail Holdings Inc (NASDAQ: MDVL), filed a voluntary petition for relief (the "Petition") under the provisions of Chapter 7 of Title 11 of the United States Code, 11 U.S.C. Secs. 101 et seq. (the "Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") on February 2, 2024. The proceeding under the Petition is styled as "In Re: MedAvail Holdings, Inc." As a result of filing the Petition, a Chapter 7 trustee will be appointed by the Bankruptcy Court to administer the bankruptcy estate of the Company and to perform the duties set forth in Section 704 of the Code. The assets of the Company will be liquidated and all claims paid in accordance with the Code. On February 1, 2024, SingerLewak LLP, the Company's independent registered public accounting firm, informed the Company of its decision to resign as auditors of the Company, effective immediately prior to the filing of the Petition. From the date of its engagement on June 14, 2023 through the date of its resignation, SingerLewak did not render an audit report on the Company’s financial statements for any period. Mark Doerr, Robert Faulkner, Paul Johnson, Michael Kramer, Laurie McGraw and Glen Stettin, M.D. tendered their resignations as members of the Company's Board of Directors, which resignations were effective on February 2, 2024, prior to filing the Petition. The resignations of Mr. Doerr, Mr. Faulkner, Mr. Johnson, Mr. Kramer, Ms. McGraw and Dr. Stettin are not the result of any disagreements with the Company regarding the Company's operations, policies, or practices. Each of the directors resigned due to the Company's filing of the Petition, which effectively eliminates the powers of the Company's Board of Directors. Following the director resignations, the Company has no members serving on its Board of Directors. The Company terminated the employment of Mark Doerr, the Company's President and Chief Executive Officer, and Ramona Seabaugh, the Company's Chief Financial Officer, Treasurer and Secretary, effective on February 2, 2024, prior to filing the Petition. The Company terminated the employment of these executive officers due to the filing of the Petition, which effectively eliminated the powers these executives previously held on behalf of the Company and the roles of President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary. About MedAvail Holdings MedAvail Holdings Inc. is a healthcare technology company. The Company licenses and sells its proprietary hardware and software to health systems, retailers, and other industry customers who want to leverage their own pharmacy operations to bring greater convenience, automation, and service to their patients and members. MedAvail Holdings Inc. sought relief under Chapter 7 of the U.S. Bankruptcy Code (Bankr. Del. Del. Case No. 24-10148) on February 2, 2024. The Debtor is represented by: Mark L. Desgrosseilliers, Esq. Chipman Brown Cicero & Cole, LLP Hercules Plaza 1313 North Market Street Suite 5400 Wilmington, DE 19801 Tel: (302) 295-0191 Fax: (302) 295-0199 E-mail: desgross@chipmanbrown.com MV REALTY: Plan Exclusivity Period Extended to May 20 ----------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of California extended MV Realty PBC, LLC and its affiliates' exclusive periods to file their plan of reorganization, and solicit acceptances thereof to May 20, 2024 and July 18, 2024, respectively. As shared by Troubled Company Reporter, the Debtors pointed out that the jointly administered case is complex, stating that they comprise 36 related debtors, some of which are parties to litigation and regulatory matters across the United States, as well as 2 adversary proceedings pending before the Court. The Debtors explained that in light of the pending litigation, it has been challenging to formulate a plan and, therefore, additional time is needed. The Debtors also added that they have had regular communications with and have provided financial reporting to their senior secured lender, which included regular updates on the status of litigation and regarding plan formulation. MV Realty PBC, LLC and its affiliates are represented by: Michael D. Seese, Esq. SEESE, P.A. 101 N.E. 3rd Avenue, Suite 1500 Ft. Lauderdale, FL 33301 Tel: (954) 745-5897 About MV Realty PBC MV Realty PBC, LLC, is a real estate brokerage firm based in Boca Raton, Fla. MV Realty and its affiliates filed Chapter 11 petitions (Bankr. S.D. Fla. Lead Case No. 23-17590) on Sept. 22, 2023. In the petitions signed by Antony Mitchell, authorized party, MV Realty disclosed $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Erik P. Kimball oversees the cases. The Debtors tapped Seese, PA as bankruptcy counsel; Young Moore and Henderson, PA as local counsel; and Carpenter Lipps LLP and Frascona Joiner Goodman and Greenstein PC as special litigation counsel. MY GEORGIA PLUMBER: Unsecureds to Split $400K in Quarterly Payments ------------------------------------------------------------------- My Georgia Plumber, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Plan of Reorganization dated February 12, 2024. The Debtor is a Georgia corporation and as its business, Debtor is a full-service plumbing company servicing residential and commercial clients. Debtor provides its clients with services including water heater repair and maintenance, water line repair and replacement, sewer and drain services, gas line installation and replacement, and commercial plumbing, among other services (collectively, the "Business"). The Debtor's President and CEO is Katrina Rief-Derrico. Ms. Rief-Derrico is also the 100% owner of Debtor. Ms. Rief-Derrico is engaged on a full-time basis in Debtor's Business. Ms. Rief-Derrico is responsible for the day-to-day operations of the Business. In the spring of 2023, a long time employee of Debtor began diverting business away from Debtor. The employee utilized Debtors materials and tools to complete jobs that had been referred to the Debtor but would invoice the jobs through a different company. Debtor's management did not become aware of this for a period of approximately five months. During this time, Debtor lost approximately $500,000 of income. Once Debtor uncovered the scheme, management fired the employee along with 3 others who had been complacent with the scheme. Not only had the Debtor lost revenue but key employees who had been with the Company for years. As a result, the Debtor was forced to enter into merchant cash advances to cover cash flow needs. These high interest loans caused a further cash crunch which ultimately led to the Debtor filing bankruptcy. Debtor filed bankruptcy on November 13, 2023 to reorganize its financial affairs. As of the time of filing this Plan, Debtor is continuing to operate as a debtor-in-possession. This Plan deals with all property of Debtor and provides for treatment of all Claims against Debtor and its property. Class 17 shall consist of general unsecured claims. The Debtor will pay the Holders of Class 17 General Unsecured Claims a pro-rata share of the Total Unsecured Distribution (i.e. $400,000.00) based on such Holder's Allowed Class 17 Claim as compared to the total of all Allowed Unsecured Claims in Class 17. Debtor shall pay such Unsecured Total Distribution in 20 quarterly payments of $20,000.00 each commencing on the 15th day of the first quarter following the Effective Date and continuing on the 15th day of each following quarter thereafter for a total of 20 quarterly payments. The Total Unsecured Distributions shall be $400,000.00. Debtor's Total Unsecured Distributions equal the Debtor's projected disposable income after payment of certain Allowed Administrative Expenses. The allowed unsecured claims total $561,090.49. The Class 17 Claims are Impaired by the Plan and the holders of the Class 17 Claims are entitled to vote to accept or reject the Plan. Class 18 consists of the Equity Claims. The holders of Equity Claims shall retain their interests in the shares in Debtor. The holders of Class 18 Claims are not Impaired by the Plan and the holders of the Class 18 Claims are conclusively deemed to have accepted the plan. The source of funds for the payments pursuant to the Plan is Debtor's continued operations. A full-text copy of the Plan of Reorganization dated February 12, 2024 is available at https://urlcurt.com/u?l=lRm0Gn from PacerMonitor.com at no charge. Attorney for Debtor: Cameron M. McCord, Esq. Jones & Walden LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Phone: (404) 564-9300 Email: cmccord@joneswalden.com About My Georgia Plumber My Georgia Plumber, Inc., a company in Canton, Ga., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-61266) on Nov. 13, 2023. In the petition signed by its chief executive officer, Katrina Rief-Derrico, the Debtor reported up to $50,000 in assets and $1 million to $10 million in liabilities. Cameron M. McCor, Esq., at Jones & Walden, LLC, is the Debtor's legal counsel. MYRA PARK 635: Hires Chamberlain Hrdlicka as Bankruptcy Co-Counsel ------------------------------------------------------------------ Myra Park 635, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Chamberlain Hrdlicka White Williams & Aughtry, P.C. as its bankruptcy co-counsel. The firm's services include: a. analysing the financial situation and rendering advice and assistance to the Debtor; b. advising the Debtor with respect to its rights, duties, and powers as a Debtor in this case; c. representing the Debtor at all hearings and other proceedings; d. preparing and filing of all appropriate petitions, schedules of assets and liabilities, statements of affairs, answers, motions, and other legal papers as necessary to further the Debtor's interests and objectives as well as making any necessary amendments; e. representing the Debtor at any meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; f. representing the Debtor in all proceedings before the Court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; g. preparing and filing of a Plan of Reorganization; h. assisting the Debtor in analyzing the claims of creditors and in negotiations with such creditors to achieve a consensual plan; and i. assisting to the Debtor in any matters relating to or arising from the Case. The normal hourly rate of lawyers will be within the range of $290 to $525 per hour. The normal rate for paralegals will be $150 to $190 per hour. Chamberlain is a "disinterested person" within the meaning of Sec. 101(14), according to court filings. The firm can be reached through: Jarrod B. Martin, Esq. Michael K. Riordan, Esq. CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & AUGHTRY, P.C. 1200 Smith Street, Suite 1400 Houston, TX 77002 Telephone: (713) 658-1818 Facsimile: (713) 658-2553 Email: jarrod.martin@chamberlainlaw.com michael.riordan@chamberlainlaw.com About Myra Park 635, LLC Myra Park 635 is a real estate development company. Myra Park 635, LLC filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. S.D. Tex. Case No. 24-30503) on Feb. 5, 2024. The petition was signed by Sohail Hassan as manager. At the time of filing, the Debtor estimated $11,000,100 in total assets and $14,143,067 in liabilities. Judge Eduardo V Rodriguez presides over the case. Robert C Lane, Esq. at THE LANE LAW FIRM represents the Debtor as counsel. MYRA PARK 635: Seeks to Hire Lane Law Firm as Bankruptcy Counsel ---------------------------------------------------------------- Myra Park 635, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire The Lane Law Firm, PLLC as its counsel. The Debtor requires legal counsel to: (a) assist, advise, and represent the Debtor relative to the administration of the Chapter 11 case; (b) assist, advise, and represent the Debtor in analyzing its assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; (c) attend meetings and negotiate with representatives of secured creditors; (d) assist the Debtor in the preparation, analysis, and negotiation of any plan of reorganization and disclosure statement accompanying the plan; (e) take all necessary action to protect and preserve the interests of the Debtor; (f) appear, as appropriate, before the bankruptcy court, the appellate courts, and other courts in which matters may be heard; and (g) perform all other necessary legal services in this case. The hourly rates of the firm's counsel and staff are as follows: Robert C. Lane $750 Joshua Gordon $700 Associate Attorneys $500 to $600 Paraprofessionals $225 to $325 In addition, the firm will seek reimbursement for expenses incurred. An initial retainer in the amount of $75,000 was paid by the Debtor, $37,500 was paid to Lane and $37,500 was paid to Chamberlain prior to filing the bankruptcy Robert Lane, Esq., an attorney at The Lane Law Firm, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert C. Lane, Esq. THE LANE LAW FIRM, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Telephone: (713) 595-8200 Facsimile: (713) 595-8201 Email: notifications@lanelaw.com About Myra Park 635, LLC Myra Park 635 is a real estate development company. Myra Park 635, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-30503) on Feb. 5, 2024. The petition was signed by Sohail Hassan as manager. At the time of filing, the Debtor estimated $11,000,100 in total assets and $14,143,067 in liabilities. Judge Eduardo V Rodriguez presides over the case. Robert C Lane, Esq. at THE LANE LAW FIRM represents the Debtor as counsel. NB PARK: Seeks to Hire Cohne Kinghorn as Bankruptcy Counsel ----------------------------------------------------------- NB Park Plaza Provo, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire Cohne Kinghorn, P.C. as its general bankruptcy counsel. The firm will render these services: a. preparing on behalf of the Debtor any necessary motions, applications, answers, orders, reports and papers as required by applicable bankruptcy or non-bankruptcy law, dictated by the demands of the case, or required by the Court, and to represent the Debtor in proceedings or hearings related thereto; b. assisting the Debtor in analyzing and pursuing possible reorganization possibilities; c. assisting the Debtor in analyzing and pursuing any proposed dispositions of assets of the Debtor's estate; d. reviewing, analyzing and advising the Debtor regarding claims or causes of action to be pursued on behalf of its estate; e. assisting the Debtor in providing information to creditors and parties-in-interest; f. reviewing, analyzing and advising the Debtor regarding any fee applications or other issues involving professional compensation in the Debtor's case; g. preparing and advising the Debtor regarding any Chapter 11 plan filed by the Debtor; h. assisting the Debtor in negotiations with various creditor constituencies regarding treatment, resolution and payment of the creditors' claims in this case, and negotiations and discussions with the small business trustee; i. reviewing and analyzing the validity of claims filed in this case and advising the Debtor as to the filing of objections to claims, if necessary; and j. performing all other necessary legal services as may be required by the needs of the Debtor in the above-captioned case. The firm will be paid at these rates: Shareholders $305 to $450 per hour Associates $200 to $250 per hour Paralegals $160 to $185 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received from the Debtor an initial retainer of $67,289. George Hofmann, Esq., an attorney at Cohne Kinghorn, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: George B. Hofmann, Esq. COHNE KINGHORN, PC 111 E. Broadway, 11th Floor Salt Lake City, UT 84111 Telephone: (801) 363-4300 Email: ghofmann@ck.law About NB Park Plaza Provo, LLC NB Park Plaza Provo, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). NB Park Plaza Provo, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 24-20568) on Feb. 13, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Tanya Muro, Manager of Nelson Brothers Professional Real Estate, LLC. George B. Hofman, Esq. at COHNE KINGHONR, P.C. represents the Debtor as counsel. NEMAURA MEDICAL: Losses Raise Going Concern Doubt ------------------------------------------------- Nemaura Medical Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended December 31, 2023, that substantial doubt exists about the Company's ability to continue as a going concern. According to the Company, for the nine months ended December 31, 2023, it recorded a net loss of $5,968,086 and used cash in operations of $7,203,676. These factors raise substantial doubt about the Company's ability to continue as a going concern within the next 12 months. In addition, the Company's independent registered public accounting firm in its report on the Company's March 31, 2023 financial statements, raised substantial doubt about the Company's ability to continue as a going concern. In evaluating the going concern position of the company, management has considered potential funding providers and believes that financing to fund future operations could be provided by equity or debt financing. There can be no assurance that funding would be available, or that the terms of such funding would be on favorable terms if available. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. For the three months ended December 31, 2023, the Company incurred a net loss of $2,161,478, compared to a net loss of $1,716,278 for the same period in 2022. As of December 31, 2023, the Company has $5,169,075 in total assets, $22,995,686 in total liabilities, and $17,826,611 in total stockholders' deficit. A full-text copy of the Form 10-Q is available at: https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1602078/000107997324000215/nmrd_10q.htm#a_001 About Nemaura Medical Manhattan, NY-based Nemaura Medical Inc. through its operating subsidiaries, performs medical device research and manufacturing of a continuous glucose monitoring system ("CGM"), named sugarBEAT. The sugarBEAT device is a non-invasive, wireless device for use by persons with Type I and Type II diabetes and may also be used to screen pre-diabetic patients and support obesity and weight-loss programs. NEUROONE MEDICAL: Losses Raise Going Concern Doubt -------------------------------------------------- NeuroOne Medical Technologies Corporation disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended December 31, 2023, that substantial doubt exists about the Company's ability to continue as a going concern. The Company has incurred losses since inception, negative cash flows from operations, and an accumulated deficit of $66 million as of December 31, 2023. For the three months ended December 31, 2023, the Company reported a net loss of $3.34 million, compared to a net loss of $1.73 million for the same period in 2022. To date, the Company's revenues have not been sufficient to cover its full operating costs, and as such, it has been dependent on funding operations through the issuance of debt and sale of equity securities. The Company has adequate liquidity to fund its operations through mid-2024. The raising of additional funds is not solely within the control of the Company. These factors raise substantial doubt about the Company's ability to continue as a going concern. As of December, 31, 2023, the Company had $5.82 million in total assets, $1.4 million in total liabilities, and $4.42 in total stockholders' equity. The Company intends to fund ongoing activities by utilizing its current cash and cash equivalents on hand, from product and collaborations revenue and by raising additional capital through equity or debt financings. If management is unable to obtain the necessary capital, it may have a material adverse effect on the operations of the Company and the development of its technology, or the Company may have to cease operations altogether. A full-text copy of the Form 10-Q is available at http://tinyurl.com/ytw7m2tf About NeuroOne NeuroOne Medical Technologies Corporatio, a Delaware corporation, is a medical technology company focused on the development and commercialization of thin film electrode for continuous electroencephalogram ("cEEG") and stereoelectrocencephalography ("sEEG") recording, monitoring, ablation, drug delivery and brain stimulation solutions to diagnose and treat patients with epilepsy, Parkinson's disease, dystonia, essential tremors, chronic pain due to failed back surgeries and other related neurological disorders. NJ CITY UNIVERSITY: Moody's Affirms Ba2 Ratings, Outlook Stable --------------------------------------------------------------- Moody's Investors Service has changed New Jersey City University's (NJCU, NJ) outlook to stable from negative and affirmed its outstanding Ba2 issuer and revenue bond ratings. The bonds were issued through the New Jersey Educational Facilities Authority (NJEFA). The university had total outstanding debt of $244 million at June 30, 2023. Revision of the outlook to stable from negative reflects meaningful traction on financial turnaround plans which have allowed NJCU to significantly reduce operating losses and stabilize cash reserves. Despite this momentum, challenges remain around stagnant net tuition revenue, high leverage, and thin reserves. Improvements in financial strategy and risk management, and management credibility, which are governance considerations under Moody's ESG methodology, are key drivers of the rating action. RATINGS RATIONALE NJCU's Ba2 issuer rating is supported by its role as a public university and Hispanic Serving Institution (HSI) for the state of New Jersey (A1 stable), serving an important access role for a diverse undergraduate and graduate student population. While the leadership team has experienced additional transitions during fiscal years 2023-24, the team remains cognizant of the materiality of operating stress and has made significant traction on its financial turnaround plans. NJCU is expected to exceed its 35 days cash on hand (DCOH) Lease Agreement covenant for fiscal 2023, with a Moody's calculating 43 DCOH based on unaudited fiscal 2023 financial data. Further, unaudited fiscal 2023 results show an operating deficit of roughly $8 million, significantly less than the forecasted $22 million budget gap. Fiscal 2024 is currently budgeted for breakeven operations and a slight increase in liquidity, supporting maintenance of headroom above the DCOH covenant. Budget 2024 operations do not include the additional $10 million provided by state stabilization funds, which NJCU anticipates using for budgeted and unbudgeted capital needs. The appointed State of New Jersey fiscal monitor continues to work directly with leadership to evaluate real estate positions and as state liaison for appropriation support. The Ba2 revenue bond ratings incorporate the university's issuer level credit characteristics and general obligation to pay, with a first lien pledge on tuition and fee revenue. RATING OUTLOOK The stable outlook reflects the likelihood that financial turnaround plans will support at least an 8-10% Moody's calculated EBIDA margin for fiscal 2024, with over 1x debt service coverage, and exceeding the minimum 35 days cash on hand financial covenant. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Material and sustained improvement in operating performance, contributing to sustained debt service coverage of over 1.5x -- Significant increase in liquidity to over 60 days cash on hand, with more than sufficient headroom for financial covenant -- Improved brand and strategic positioning reflected in stronger enrollment patterns and revenue growth -- Over time, deleveraging to a more sustainable debt profile FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Inability to continue implementing financial restructuring leading to deteriorating financial performance -- Further decline in available reserves; breach of financial covenants LEGAL SECURITY The revenue bonds are general unsecured obligations of NJCU. Concurrent with the issuance of the Series 2021A and 2021B bonds, pledges were changed on the new and parity bonds to include a first lien pledge on tuition and fee revenue. In addition, two covenants were added: (1) a covenant requiring the university to set tuition at a price sufficient to cover operating costs and debt service; and (2) a liquidity covenant that requires the university to maintain 35 days cash on hand (as defined by the Lease Agreement) commencing as of June 30, 2023. Further, there is a debt service reserve fund on the Series 2021 bonds that must be maintained at the maximum annual debt service provided, however, the amount shall not exceed the lesser of (i) ten percent (10%) of the original principal amount of the bonds or (ii) 125% of the average annual debt service requirement on the bonds. The Series 2007F, 2010G, 2015A and 2016D bonds do not have debt service reserve funds. Should days cash on hand fall below 35 days, NJCU is required to retain a consultant to make recommendations to bring the university into covenant compliance. Events of default under the Master Trust Indenture include nonpayment of debt service when due. EODs under the Lease Agreement with NJEFA include failure to pay lease payments when due; incorrect material representations; failure to observe required covenants unless all reasonable actions are taken to remedy the breach; and an event of default under the indenture. PROFILE New Jersey City University is a four-year, undergraduate and graduate public university with several sites in Jersey City, NJ in close proximity to New York City. NJCU also operates the A. Harry Moore School, a state-funded school for children with disabilities. For fiscal 2023, NJCU's unaudited operating revenue was approximately $147 million and in fall 2023, enrolled 4,564 full-time equivalent (FTE) students. METHODOLOGY The principal methodology used in these ratings was Higher Education Methodology published in August 2021. OCEANEERING INTERNATIONAL: S&P Raises ICR to 'BB' on Debt Paydown ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Houston-based offshore oilfield service company Oceaneering International Inc. to 'BB' from 'BB-'. S&P said, "At the same time, we raised our issue-level rating on its $500 million of senior unsecured notes due 2028 to 'BB' from 'BB-'. Our recovery rating on the company's unsecured debt remains '3' (rounded estimate: 65%), reflecting our cap when the issuer rating is in the 'BB' category. "The stable outlook is based on our expectation that increased offshore E&P spending in 2024 will drive demand and bolster Oceaneering's financial results. We expect average FFO to debt well above 60% and debt to EBITDA well below 1x over the next year. "We raised our issuer credit rating on Oceaneering to 'BB' following the company's recent debt reduction supported by the healthy offshore demand environment for oilfield services. In the fourth quarter of 2023, the company addressed its $400 million unsecured notes due 2024 by repaying $200 million and refinancing the remaining $200 million with new unsecured notes. The company now has no substantial maturities until 2028. Following these transactions, we now expect average FFO to debt to about 87% in 2024, up from our expectation of about 63% in 2023. We also expect debt to EBITDA will decline to about 0.75x from about 1x over the same period." Offshore oil and gas activity remains a key driver of operating performance at 85% of revenues. Oceaneering's subsea robotics segment contributes about half of EBITDA, primarily consisting of its remote operated vehicle (ROV) business used in support of drilling activities. The company remains entrenched as the market leader in the global ROV market with about 60% market share as of Dec. 31, 2023, due in part to high switching costs associated with replacing ROVs on drill ships. S&P said, "We expect pricing will remain supportive (approaching dayrates of $10,000) due to higher rig counts and limited new supply of ROVs globally. The more volatile Manufactured Products segment margins have also recovered since the downturn primarily as demand for umbilicals (cables required for subsea operations) has returned. The current backlog was $556 million at Sept. 2023 with a book to bill of 1.41, which should support revenue growth in 2024. Overall, we anticipate S&P Adjusted EBITDA margin for Oceaneering will improve modestly in 2024 and remain in the low-teens percent area. While total revenue has benefitted from the offshore recovery, we view scale and diversification as limited compared to higher rated peers like TechnipFMC and ChampionX. Over the long term, we expect Oceaneering to continue leveraging its core robotics capabilities to grow its non-oil and gas business (15% of revenue), which includes aerospace and defense, autonomous mobile robotics (AMR's), and offshore renewable energy." The company's strong liquidity is enhanced by free cash flow generation. S&P said, "We continue to assess Oceaneering's liquidity as strong, supported by its large cash balance of $556 million as September 2023, undrawn $215 million revolving credit facility (RCF), and free cash flow of approximately $200 million over the next two years. We expect the company to use excess cash in a disciplined manner. While the company has not announced any formal shareholder reward program, our base case scenario assumes the company will repurchase about $40 million of shares in 2024 and maintain a cash balance of about $450-$500 million." S&P said, "We based the stable outlook on our expectation that increased offshore spending in 2024 will drive demand and bolster Oceaneering's financial results. We expect the company will generate modest free cash flow and anticipate excess cash would be used in a disciplined manner, which supports strong liquidity. We expect average FFO to debt well above 60% and debt to EBITDA well below 1x. "We could lower our ratings on the company over the next 12 months if FFO to debt approaches 45% for an extended period. This would most likely occur due to lower offshore activity following a sustained fall in hydrocarbon prices or aggressive shareholder return policies that significantly reduces cash. "We could raise our rating on Oceaneering over the next 12 months if its scale increases or it diversifies away from the highly cyclical offshore market to levels more comparable to higher-rated peers, while maintaining FFO to debt above 60%. "Environmental factors are a negative consideration in our rating analysis due to our expectation that the energy transition will result in lower demand from oil producers for services and equipment as the accelerating adoption of renewable energy sources lowers the demand for fossil fuels. Additionally, the industry faces an increasingly challenging regulatory environment, both domestically and internationally, that has included limits on drilling activity in certain jurisdictions and the pace of new and existing well permits. Given its material exposure to the offshore market, Oceaneering faces higher environmental risks than onshore service providers due to its susceptibility to operational interruptions and damage to equipment from more challenging operating conditions. Social factors are a negative consideration as offshore operations are, in our view, more prone to fatal accidents given the inherent risks of operating in more challenging environments." ONTARIO GAMING: Moody's Cuts CFR to B3, Outlook Stable ------------------------------------------------------ Moody's Investors Service downgraded Ontario Gaming GTA Limited Partnership's (aka, One Toronto Gaming (OTG)) corporate family rating to B3 from B2 and probability of default rating to B3-PD from B2-PD. At the same time, Moody's downgraded to B3 from B2 OTG's instrument ratings comprising of $800 million (pro forma $1.25 billion) backed senior secured first lien term loan B due 2030, $400 million backed senior secured notes due 2030 and its $200 million backed senior secured first lien revolving credit facility expiring 2028. The outlook is maintained at stable. This follows OTG's proposed $450 million term loan B add-on (C$600 million equivalent) which will be used to fund a C$600 million dividend to its indirect shareholders, affiliates of Great Canadian Gaming Corporation (B3 stable) and Brookfield Business Partners LP (a subsidiary of Brookfield Corporation, A3 stable). "The debt funded distribution reflects OTG's aggressive financial policies that weaken its credit metrics at a time when the company has yet to demonstrate a track record of performance at its newly built Toronto Casino Resort." said Moody's Vice President Dion Bate. Governance considerations are material to the rating action. OTG's debt funded distribution elevates financial leverage, favoring shareholders at the expense of creditors. RATINGS RATIONALE The C$600 million incremental debt will increase Moody's adjusted debt to C$3.15 billion (includes lease liabilities) which results in financial leverage (adjusted debt / EBITDA) increasing to 7.4x from 6.0x as of LTM Q3 2024. Based on the ramp up of the Toronto Casino Resort, Moody's estimates debt to EBITDA to fall toward 6x by fiscal 2025 (ending March) and toward 5.5x in fiscal 2026. Moody's expects interest coverage metrics (adjusted EBIT / interest expense) to remain below 2x for fiscal 2024 and fiscal 2025. OTG's rating is constrained by: (1) high leverage with Moody's adjusted debt / EBITDA of 6.9x to the end of fiscal 2024 and declining toward 6x with interest coverage of 1.8x projected in fiscal 2025; (2) geographic concentration to a single metropolitan region within Canada; (3) financial policy risks associated with private equity ownership such as debt funded dividends or acquisitions that increase financial leverage; and (4) susceptibility to social risks such as a demographic shift away from gambling. OTG's rating benefits from: (1) being the sole casino operator within Canada's largest metropolitan area the Greater Toronto Area (GTA); (2) a favorable regulatory framework that creates high barriers to entry within its geographic area as well as other supportive measures; and (3) improving execution risks associated with redevelopment of its properties, with the Toronto Resort Casino, the largest development in the portfolio, which opened in June 2023. OTG has good liquidity. Sources total over C$500 million with expected annual loan repayments of about C$26 million through fiscal 2025. At September 30, 2023 and pro forma for the debt transaction, liquidity sources consist of unrestricted cash of C$240 million (excluding float and holdback cash of about C$105 million), around C$180 million available after letters of credit under the company's $200 million (C$269 million) revolver expiring 2028, and modestly positive free cash flow through fiscal 2025. The revolver has a springing covenant which activates when the revolver is 40% drawn. Moody's expects the covenant to be tight if the covenant was tested over the next 12 months. OTG has limited flexibility to generate liquidity from asset sales. The company has no refinancing risk until 2028 when its revolving credit facility expires. OTG's $1.25 billion first lien term loan B (includes proposed $450 million add-on) and $200 million revolving facility are both rated B3, which is at the level of the corporate family rating. This is because these liabilities make up the preponderance of the capital structure and are pari passu with each other and with the $400 million senior secured notes. The stable outlook reflects Moody's expectation that One Toronto Gaming will deliver incremental revenue and EBITDA growth over the next 12 months such that adjusted debt / EBITDA falls toward 6x. It further assumes OTG will start to generate positive free cash flow during fiscal 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if adjusted debt / EBITDA is maintained sustainably below 5x, interest coverage (adjusted EBIT / interest expense) remains above 2x for a sustained period. Furthermore, if OTG maintains conservative financial policies with respect to re-leveraging transactions such as acquisitions or dividends, and liquidity remains good with a healthy cash balance and free cash flow. The ratings could be downgraded if liquidity weakens, in particular, sustained negative free cash flow, or adjusted debt / EBITDA stays above 7x or interest coverage deteriorates toward 1x, both on a sustained basis. OTG is a joint venture between Great Canadian Gaming Corporation and Brookfield Business Partners LP. The company operates four casinos within the Greater Toronto Area with over 8,000 slot machines, 300 table games and almost 800 hotel rooms. The principal methodology used in these ratings was Gaming published in June 2021. ONTARIO GAMING: S&P Rates New Term Loan Add-On 'B', Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed itsr 'B' issuer credit rating on Ontario-based regional gaming operator Ontario Gaming GTA L.P. (OTG). S&P said, "We also assigned a 'B' issue-level rating on its US$450 million (C$600 million) incremental add-on term loan B. The '3' recovery rating reflects a meaningful (50%-70%, rounded estimate 50%) in the event of hypothetical default. "The stable outlook reflects our expectation that despite its heavy debt load, OTG will return to normalized leverage of 6x by fiscal 2025 as both casinos ramp up completely. We expect OTG will sustain the pace of ramp-up in operations in both its casinos such that its EBITDA for fiscal 2025 will be significantly higher than 2024. "The rating affirmation reflects our expectation that OTG will strengthen its debt to EBITDA within a short period of time. Even though the proposed transaction will add sizeable debt on OTG's already debt heavy balance sheet, we forecast it will deleverage close to 6x within fiscal 2025, stemming from organic EBITDA growth. By 2025, the company will have substantially ramped up its Pickering and Toronto casinos. As such, we estimate meaningful EBITDA growth in 2025." OTG successfully executed and is close to completing its C$1.4 billion development projects within the Greater Toronto Area bundle. The project includes an expanded casino hotel and resort in Toronto and a new casino resort in Pickering. These two locations include a total of approximately 7,000 slots, about 265 tables, entertainment centers, hotels, and food and beverage offerings. The grand opening of Toronto Casino is expected in May 2024, and S&P expects total EBITDA to grow C$80 million-C$100 million in fiscal 2025 compared with our expectation for 2024. S&P said, "Given our expectation of meaningful improvement in EBITDA, we expect leverage to improve to the 6x area. However, we note the current transaction along with increased lease liabilities have weakened the company's fiscal 2024 leverage by about 2x compared with our previous forecasts, and any underperformance relative to our forecasts would pressure the ratings. "Given current ramp-up costs to the business, OTG's EBITDA margins might face temporary headwinds. We believe the addition of the newly renovated Toronto Casino resort and the Pickering Casino resort, together with their respective nongaming amenities, will add an incremental C$150 million of annualized EBITDA from fiscal 2023 levels. However, given the high fixed costs of the business, we expect modest margin pressure for the next six to eight months while the casinos and hotels ramp up and are fully operational. During such time, we expect OTG to explore other programs such as including the optimization of its gaming mix, managing its food and beverage offerings across all of parent Great Canadian Gaming Corp. (GCGC), updating procurement and vendor management, and revamping its marketing strategy to manage its margin pressures. "OTG's aggressive financial policy could further weaken its credit metrics. Following the debt refinancing in mid-2023, OTG has about C$1.58 billion of reported debt on its balance sheet, and it's adding another C$600 million on top of a heavily debt loaded balance sheet. Considering the company's small EBITDA scale, we believe its leverage is sensitive and could deteriorate further should financial sponsors pursue additional debt-funded policies during its casino ramp-ups. Furthermore, amid a high interest rate environment, uncertain macroeconomic conditions and the high fixed-cost nature of the business, its coverage ratios could tighten if EBITDA growth stalls or is delayed. "The stable outlook reflects our expectation that despite its heavy debt load, OTG will return to normalized leverage of 6x by fiscal 2025 as both casinos ramp up completely. We expect the company will sustain the pace of ramp up in operations in both its casinos such that its EBITDA for fiscal 2025 will be significantly higher than 2024. The stable outlook also incorporates our view that following the winding down of the development project in the next 6 months, OTG will generate significant free cash flow." S&P could lower its rating on OTG if it lowers its rating on GCGC. This could occur if: -- EBITDA growth stalls, either due to operational underperformance or macroeconomic weakness, such that S&P does not expect leverage to remain close to 7x in fiscal 2025; or -- Management continues to pursue additional significant debt-financed development or acquisitions or returns cash to shareholders (excluding tax distributions) such that leverage remains above 7x. S&P said, "We could raise our rating on OTG if we raise our rating on parent GCGC and revise upward our SACP stand-alone credit profile (SACP) on OTG, considering that OTG is strategically important in the group. "Although unlikely in the next 12 months, we could raise our SACP on OTG to 'b+' in the next 12 months if OTG's properties outperform our expectations such that it sustains leverage below 5.5x while financial sponsors maintain a conservative policy. "Social factors are a moderately negative consideration in our credit rating analysis. During the COVID-19 pandemic, most of the company's properties either closed or operated intermittently (Ontario) at reduced capacities. "Governance factors are a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects generally finite holding periods and a focus on maximizing shareholder returns." OVERLAND GARAGE: Seeks to Tap Roger A. Kraft as Bankruptcy Counsel ------------------------------------------------------------------ The Overland Garage, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ Roger A. Kraft, Attorney at Law, P.C. as its attorneys. The firm will render these services: a. provide legal advice; b. represent the Debtor in hearings, meetings, depositions and other required meetings; c. prepare schedules, statements and other appropriate legal documents; and d. perform other such legal services as are required pursuant to prosecution of the Chapter 11 proceeding. The firm will be paid at these hourly rates: Attorney $400 Paralegals $150 Outside Counsel $200 consultation fee The firm received a retainer in the amount of $12,000. Roger A. Kraft, Attorney at Law, P.C. is a "disinterested person" within the meaning of 11 U.S.C. 101(14), according to court filings. The firm can be reached through: Roger A. Kraft, Esq. ROGER A. KRAFT, ATTORNEY AT LAW, P.C. 7660 Holden St Midvale, UT 84047 Phone: (801) 871-8353 Email: courtmail@rogerkraftlaw.com About The Overland Garage, LLC The Overland Garage, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 24-20571) on Feb. 13, 2024, listing $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Joel T Marker presides over the case. Roger A. Kraft, Esq. at Roger A. Kraft, Attorney at Law, P.C.represents the Debtor as counsel. PG&E CORP: Moody's Raises CFR to Ba1, Outlook Remains Positive -------------------------------------------------------------- Moody's Investors Service upgraded PG&E Corporation's (PCG or parent) ratings, including its Corporate Family Rating to Ba1 from Ba2. Moody's also upgraded Pacific Gas & Electric Company's (PG&E or utility) ratings, including its senior secured first mortgage bonds to Baa2 from Baa3. PCG's SGL-2 speculative grade liquidity rating is unchanged and their outlooks remain positive. All of the debt in PG&E's capital structure is secured on a first lien basis by substantially all of the utility's real assets and certain tangible assets. The parent's senior secured debt is secured by a pledge of the stock in PG&E. RATINGS RATIONALE "PG&E's upgrade reflects the company's significant investments to mitigate wildfire risk, an improvement on its relationship with key stakeholders, and its stronger financial profile," said Jeff Cassella, VP - Senior Credit Officer. "Continued access to the state's wildfire insurance fund and the supportive provisions of the AB1054 legislation are also important factors driving the recovery in the organization's credit quality," added Cassella. Although wildfire risk remains a key credit consideration, PG&E has made nearly $20 billion of wildfire mitigation investments since its emergence from bankruptcy in 2020. This spending has helped to reduce the risk that the utility's infrastructure will be the source ignition of a catastrophic fire by deploying technologies that decrease the potential for such ignitions and any potential liabilities that may arise. Since emerging from bankruptcy in early 2020, PG&E has not experienced any catastrophic wildfires that have had a material financial impact on the company, a key factor supporting the upgrade. PG&E's credit worthiness is underpinned by ongoing access to the credit supportive provisions within AB1054 and Moody's expectation that the wildfire insurance fund remains available. The upgrade reflects Moody's view that the company will continue to make progress in addressing wildfire risk. In addition, the financial impact of future wildfire events should be mitigated by PG&E's demonstrated ability to attain approval of its annual wildfire safety certificate from regulators, allowing the company to maintain access to the wildfire insurance fund. The upgrade also considers the utility's general rate case order last November that supports the timely recovery of these wildfire mitigation investments including the undergrounding of a portion of its infrastructure located in the highest fire risk areas. Over the long term, SB 884, signed into law in September 2022, provides legislative support for PG&E's undergrounding plan to bury 10,000 miles of its power lines in high fire risk areas over the next 10 years. This plan reflects the company's commitment and is evidence of concrete steps to further reduce exposure to wildfires. In addition, last Thursday, California regulators ratified the approval of PG&E's 2023 wildfire mitigation plan covering the 2023 – 2025 period. The mitigation plan approval was a requirement for the utility to receive its annual safety certificate which it also received last month. The support from California regulators and legislators, key stakeholders in the company's future, has been important to the improvement in credit quality. Furthermore, Moody's expect PG&E's general rate case outcome to provide the framework for an improving financial profile, such that PCG's ratio of cash flow from operations pre-working capital changes (CFO pre-W/C) to debt should be at least 15% and the utility's ratio of CFO pre-W/C to debt should be at least 17%, excluding the impact of securitization debt, over the next few years. For the 12-months ended September 30, 2023, Moody's estimate PCG's ratio of CFO pre-W/C to debt to be roughly 10% and the utility's ratio of CFO pre-W/C to debt to be approximately 12%. Moody's also expect holdco debt to gradually decline as the company plans to pay down $2 billion of this debt by the end of 2026. Liquidity PCG's SGL-2 speculative grade liquidity rating reflects a good liquidity profile supported by relatively stable and predictable cash flow generation and good availability on external credit facilities. Going forward, Moody's expect PG&E to continue to generate negative free cash flow as capital expenditures remain elevated and the utility continues to invest heavily in wildfire mitigation and infrastructure hardening. PCG's liquidity is currently bolstered by the company's minimal common stock dividend to shareholders; however, Moody's expect the company's common stock dividend to grow over time, eventually resulting in dividend yields similar to industry peers. As of September 30, 2023, PCG had about $589 million of cash and cash equivalents on its balance sheet which included $265 million of cash at the utility. PCG had full availability on the parent's $500 million senior secured (stock pledge only) revolving credit facility, expiring in June 2026. The utility had $3.3 billion available on its $4.4 billion senior secured (all asset pledge) revolver, expiring in June 2028, which includes a $2.0 billion letter of credit sublimit. The credit facilities have extension options with lender approval. PG&E also has a $1.5 billion accounts receivable securitization facility that is scheduled to terminate in June 2025, which had $1.5 billion outstanding at September 30, 2023. The credit facilities do not include a material adverse change clause on each borrowing. The PCG credit facility has two financial maintenance covenants including a limit on debt to capitalization of no more than 70%; and, solely to the extent the credit facility is drawn as of the end of any quarter, a minimum cash coverage ratio of at least 1.5x prior to the date of the first dividend declaration and of at least 1.0x thereafter. The PG&E credit facility only has one financial maintenance covenant which limits the debt to capitalization ratio to no more than 65%. Both companies were in compliance with their respective facility covenants. PCG has a $500 million Term Loan B due June 2027 and a $2.15 billion convertible note due December 2027. PG&E's near term maturities include separate $400 million and $125 million term loans due in April, $350 million of first mortgage bonds due in August, and a $2.1 billion bridge facility also due August of this year. RATING OUTLOOK PCG and PG&E's positive outlooks reflect the increased likelihood that the utility's ongoing progress in reducing its exposure to wildfire risk will improve their ratings, as key stakeholder support becomes more firmly entrenched. It also reflects Moody's expectation that the utility will maintain access to the state's wildfire insurance fund. The positive outlooks also consider their improving financial profiles as Moody's expect PCG's ratio of CFO pre-W/C to debt to be in the mid-teens and the utility's ratio of CFO pre-W/C to debt to be high teens, excluding the impact of securitization, over the next two years. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade PCG and PG&E's ratings could be upgraded if the utility continues to successfully reduce catastrophic wildfire risk and the potential for related liabilities through its substantial mitigating investments, adheres to its wildfire mitigation plan as well as to related state policies and standards, and maintains the required wildfire safety certificate and access to the wildfire insurance fund and other AB1054 credit supportive provisions. Continued strengthening of financial profiles would also support higher ratings, if PCG's ratio of CFO pre-W/C to debt is sustained above 14% and PG&E's ratio of CFO pre-W/C to debt is sustained above 16%. PCG is likely to be upgraded if PG&E is upgraded. Factors that could lead to a downgrade A downgrade of PCG or PG&E is unlikely given the positive outlook. However, their outlooks could be changed to stable or their ratings downgraded if the utility loses access to the wildfire insurance fund, or if the cost recovery prudency standard and liability cap are no longer available because the utility failed to maintain its annual wildfire safety certification. The ratings could be downgraded if wildfire liabilities increase materially as a result of new fires, or if state regulators do not successfully implement the provisions of AB 1054. Downward pressure could also occur if their financial profiles deteriorate such that PCG's ratio of CFO pre-W/C to debt is sustained below 11% or PG&E's ratio of CFO pre-W/C to debt is sustained below 13%. PCG is likely to be downgraded if PG&E is downgraded. Environmental, Social and Governance (ESG) Considerations PCG's ESG Credit Impact Score of 5 (CIS-5) indicates the rating is much lower than it would have been if ESG risk exposures did not exist. Its score reflects high physical climate risk primarily due to its elevated wildfire risk and exposure to social risks associated with political and public scrutiny in California. These include affordability issues and the significant demands that are placed on California utilities related to ambitious public policy initiatives. Concurrent with the rating action, Moody's increased PCG's score for Responsible Production to 3 from 4 reflecting the company's improvement in reducing wildfire risk. PG&E Corporation is a regulated utility holding company headquartered in Oakland, California that conducts essentially all of its business through PG&E, a regulated vertically integrated electric and gas utility serving northern and central California with over 5.5 million electric customers and 4.5 million natural gas customers. PG&E is regulated by the California Public Utilities Commission (CPUC) and by the Federal Energy Regulatory Commission (FERC). As of September 30, 2023, PCG's assets were about $123 billion with total reported debt of around $58 billion. LIST OF AFFECTED RATINGS Issuer: PG&E Corporation Upgrades: Corporate Family Rating, Upgraded to Ba1 from Ba2 Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Senior Secured Bank Credit Facility, Upgraded to Ba3 from B1 Senior Secured Regular Bond/Debenture, Upgraded to Ba3 from B1 Outlook Actions: Outlook, Remains Positive Issuer: Pacific Gas & Electric Company Upgrades: Pref. Stock, Upgraded to Ba3 from B1 Senior Secured First Mortgage Bonds, Upgraded to Baa2 from Baa3 Senior Secured Shelf, Upgraded to (P)Baa2 from (P)Baa3 Outlook Actions: Outlook, Remains Positive The principal methodology used in these ratings was Regulated Electric and Gas Utilities published in June 2017. PJP ENTERPRISES: Seeks to Hire Winship & Winship as Legal Counsel ----------------------------------------------------------------- PJP Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to hire Winship & Winship, P.C., as its attorney. Winship & Winship will represent and provide legal services to the Debtor in the Chapter 11 bankruptcy proceedings. Winship & Winship will be paid at the hourly rate of $400. Prior to the filing of the petition, Winship & Winship received a retainer of $17,000. Winship & Winship will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen R. Winship, partner of Winship & Winship, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Winship & Winship can be reached at: Stephen R. Winship, Esq. WINSHIP & WINSHIP, P.C. 145 South Durbin Street, Suite 201 Casper, WY 82601 Tel: (307) 234-8991 E-mail: steve@winshipandwinship.com About PJP Enterprises, Inc. PJP Enterprises, Inc. owns and operates a hotel. PJP Enterprises, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20032) on Feb. 12, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Parinda Patel as president. Judge Cathleen D Parker presides over the case. Stephen R. Winship, Esq. at WINSHIP & WINSHIP, PC represents the Debtor as counsel. PORTE ROUGE: Seeks to Hire Sternberg Naccari & White as Counsel --------------------------------------------------------------- Porte Rouge Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire Sternberg, Naccari & White, LLC as its counsel. The firm will give the Debtor legal advice with respect to the Debtor's powers and duties as a debtor-in-possession, and to perform all legal services for the Debtor which may be necessary. The firm will be paid at the rate of $385 per hour and will be reimbursed for reasonable out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $6,738. Ryan J. Richmond, Esq., a partner at Sternberg Naccari & White, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ryan J. Richmond, Esq. Ashley M. Caruso, Esq. STERNBERG NACCARI & WHITE, LLC 251 Florida Street, Suite 203 Baton Rouge, LA 70801-1703 Tel: (225) 412-3667 Fax: (225) 286-3046 Email: ryan@snw.law ashley@snw.law About Porte Rouge Enterprises, LLC Porte Rouge Enterprises, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 24-10264) on Feb.13, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge Meredith S Grabill presides over the case. Ryan James Richmond, Esq. at Sternberg, Naccari & White, LLC represents the Debtor as counsel. PORTSMOUTH SQUARE: Raises Going Concern Doubt --------------------------------------------- Portsmouth Square, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended December 31, 2023, that substantial doubt exists about the Company's ability to continue as a going concern. According to the Company, as of December 31, 2023, the outstanding balance consists of a senior mortgage loan and mezzanine loan totaling $106,503,000. Both loans matured on January 1, 2024, in addition, the Company has recurring losses and has an accumulated deficit of $109,853,000 which includes a $64,100,000 increase adjustment made in December 2013 as a result of the partnership redemption. Due to these factors and the uncertainty around the Company's ability to successfully refinance the debt on favorable terms in the current lending environment gives rise to substantial doubt about the Company's ability to continue as a going concern within the next 12 months. The Company has been exploring the possibility of refinancing its senior mortgage and mezzanine debt with potential lenders. Additionally, the Company has been in fluent communications with its current lenders since October 2023 exploring the possibility of loan modifications or extensions to the existing debt, however, the Company may be unable to access further financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all. For the three months ended December 31, 2023, the Company reported a net loss of $2,566,000, compared to a net loss of $1,320,000 for the same period in 2022. For the six months ended December 31, 2023, the Company incurred a net loss of $4,126,000 compared to a net loss of $1,329,000 for the same period in 2022. As of December 31, 2023, the Company had $40,857,000 in total assets, $148,618,000 in total liabilities, and $107,761,000 in total shareholders' deficit. A full-text copy of the Company's Form 10-Q is available at http://tinyurl.com/3xxzucwd About Portsmouth Square, Inc. Los Angeles, CA-based Portsmouth Square, Inc. engages in the acquisition of hotel properties through a general and limited partnership interest in Justice Investors LLP. It operates through the following segments: Hotel Operations, Investment Transactions, and Others. The Company was founded in 1967. PRAIRIE ACQUIROR: Moody's Gives B3 Rating to New $1BB Term Loan B2 ------------------------------------------------------------------ Moody's Investors Service affirmed Prairie Acquiror LP's B1 Corporate Family Rating, B1-PD Probability of Default Rating, and B3 backed senior secured term loan rating. Moody's also affirmed Tallgrass Energy Partners, LP's (TEP) B1 senior unsecured notes rating. At the same time, Moody's assigned a B3 rating to Prairie's proposed $1.05 billion backed senior secured term loan B2 while also assigning a B3 rating to Prairie's proposed $400 million senior secured notes, both of which are due in 2029. The rating outlook for Prairie and TEP was changed to negative from stable. Proceeds from the proposed term loan and notes will be used to repay Prairie's existing $1,428 million term loan, which matures in March 2026. "The outlook change reflects Moody's expectation that Prairie's consolidated leverage is poised to exceed Moody's downgrade threshold through 2025, due to the more than $1 billion of added debt it will need to construct its Trailblazer CO2 conversion project. If the project comes online as scheduled and performs as the company expects, leverage should recede back to levels consistent with the rating in 2026." said John Thieroff, Moody's Senior Credit Officer. "The outlook change also reflects the execution risk associated with the project." RATINGS RATIONALE Prairie's proposed term loan and the proposed notes are rated B3, two notches below the CFR reflecting its structural subordination to TEP's revolving credit facility (unrated) and unsecured notes. The term loan and the notes are secured by Prairie's equity ownership interests in TEP and its General Partner and is the most junior debt in the capital structure. TEP is a wholly-owned subsidiary of Prairie through which Prairie conducts its operations. TEP's senior unsecured notes are rated B1, the same as Prairie's B1 CFR. Although the notes are subordinated to TEP's $1.5 billion senior secured revolving credit facility (unrated), the notes have a priority claim to the assets over Prairie's proposed term loan and notes. The negative outlook reflects the increased debt and related execution risks of Tallgrass' $1.6 billion project to convert its Trailblazer natural gas pipeline to a CO2 pipeline and build out supporting infrastructure for a carbon capture and sequestration system. Consolidated leverage will exceed Moody's downgrade threshold in 2025 as capital is deployed on the project. Prairie has indicated it intends to sell down a 15% joint venture interest in the project; however, the timing of the partnership and identity of the partner have yet to be determined. The project has significant capacity and opportunity to grow its volumes from its contracted base and could eventually be a highly profitable asset in Prairie's portfolio. Still, the project is a new undertaking for the company and carries execution risk. Prairie's B1 CFR is constrained by the company's high financial leverage including Prairie's term loan, debt at TEP and pro-rata share of Rockies Express Pipeline LLC's (REX, Ba2 negative) debt. Prairie benefits from its meaningful size, its predominantly interstate pipeline asset base with cash flow from long-term firm transportation contracts and some earnings diversification. Prairie's financial sponsors include Blackstone Infrastructure Partners, and the ratings incorporate governance considerations including the sponsors aggressive financial policies with respect to financial leverage. Moody's expects Prairie to maintain adequate liquidity through mid-2025. TEP has a $1.5 billion senior secured revolving credit facility that expires in November 2026. Pro forma for TEP's $800 million senior unsecured notes issuance in January 2024, the revolver had $64 million outstanding as of December 31, 2023. The company's cash flow from operations will be sufficient to meet its working capital needs, maintenance capital spending, and debt servicing. Moody's expects Prairie to fund its substantial 2024 and 2025 growth spending largely with debt. The term loan has amortization of 1% per annum and an excess cash flow sweep. The term loan also requires the company to maintain a stand-alone Prairie debt service coverage ratio in excess of 1.1x. Moody's expects Prairie will maintain sufficient headroom for compliance with this covenant. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Prairie's ratings could be downgraded if leverage remains above 7.5x beyond the completion of the Trailblazer CO2 conversion project, or if the project encounters material delays or cost overruns. An upgrade would be considered if Prairie sustains its consolidated debt/EBITDA below 7x and enhances its contracted revenue position. Prairie, through its ownership of TEP, provides crude oil transportation, natural gas transportation and storage, processing and water business services for customers in the Rocky Mountain, Appalachian, Midwest, and West Coast regions of the United States. The principal methodology used in these ratings was Midstream Energy published in February 2022. PRAIRIE ACQUIROR: S&P Rates New Senior Secured Notes 'B' -------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '5' recovery rating to Prairie Acquiror L.P.'s proposed senior secured notes. The '5' recovery rating indicates its expectation for modest (10%-30%; rounded estimate: 10%) recovery in the event of a default. The company will use the proceeds from this issuance to repay the portion of its term loan that it is not extending as part of the transaction it announced on Feb. 14, 2024. Prairie is the holding company through which Blackstone Infrastructure Partners L.P., its partners, and their respective affiliates own interests in Tallgrass Energy Partners L.P. and its general partner. Tallgrass is a midstream energy limited partnership with transportation, storage, terminaling, water, gathering, and processing assets in the U.S. Prairie--with its subsidiaries--acquires, owns, develops, and operates midstream energy assets in North America. The company operates through three segments: Natural Gas Transportation; Crude Oil Transportation; and Gathering, Processing, and Terminaling. PRESTIGE BRANDS: Moody's Alters Outlook on 'Ba3' CFR to Positive ---------------------------------------------------------------- Moody's Investors Service affirmed all the existing ratings of Prestige Brands, Inc.'s, including Prestige's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, Ba1 rating on the senior secured term loan rating, and the B1 rating on its senior unsecured notes. Prestige's SGL-1 Speculative Grade Liquidity rating is unchanged. The rating outlook changed to positive. The affirmation of the ratings reflect Prestige's stable operating performance and consistently strong free cash flow that is driving improved credit metrics and acquisition funding flexibility. Prestige has reduced debt-to-EBITDA to 3.1x as of the 12 months ended (LTM) December 31, 2023 from 3.6x as of FY2023 (ending March 31, 2023). Moody's projects that Prestige will continue to generate meaningful free cash flow of at least $200 million annually that benefits from low capital spending and no dividends. In May 2023, the company lowered its publicly stated net leverage range to below 3.0x from a previous 3.5x-5.0x range (based on the company's calculation). As of December 31, 2023, Prestige has reached 2.9x net leverage based on the company's calculation and exceeded its original timeline to achieve the below 3.0x leverage target. Moody's expects that the company will continue to pursue acquisitions focusing on niche categories that Prestige can expand and innovate, with a size similar to the Akorn acquisition. Moody's also expects the company to periodically increase leverage with debt-funded acquisitions but maintain debt-to-EBITDA below 4.0x or reduce leverage to below 4.0x in less than a year. The change in the rating outlook to positive from stable reflects Moody's view that Prestige's sizable free cash flow and continued earnings growth could provide Prestige more financial flexibility to pursue acquisitions and maintain more conservative leverage metrics. The positive outlook also reflects Moody's expectation that Prestige will generate free cash flow of at least $200 million annually, maintain good liquidity, and will seek to delever following acquisitions. RATINGS RATIONALE Prestige's Ba3 CFR reflects its strong and stable free cash flow from a diversified portfolio of over-the-counter ("OTC") branded products. The company's products are generally among the leading market position and brands in their respective niche categories that are targeted at treating common, recurring ailments. Prestige's branded products typically have long commercial histories and have built broad appeal and trust among consumers. Prestige's outsourced manufacturing creates a variable cost structure and limits the need for sizable capital spending, which favorably contributes to cash flow stability. The company has maintained a strong EBITA margin over 30% in the last 6 years, including during the peak of the pandemic when sales in certain categories related to travel, cough and cold, and sports activities declined due to reduced consumption. Moody's projects the EBITA margin will remain relatively steady given the company's continued productivity improvements, cost reduction initiatives, and a variable cost structure due to its outsourced manufacturing model. The company operates in mature categories with flat-to-low single-digit organic growth and competition from private label/store brands that limits pricing power and market share. Moreover, Prestige's modest scale compared to large diversified consumer peers as well as the company's OTC business focus create greater exposure to category competition and concentrated retail distribution. The company's track record of acquisitions to bolster growth and the product portfolio also leads to periodic increases in leverage and integration risk. Moody's expects the company to remain disciplined on its acquisition strategy and only acquires brands and categories that the company can innovate and expand. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if Prestige's operating performance deteriorates, if the company's strong free cash flow were to weaken, or if the company's financial policies become more aggressive, including large debt funded acquisitions or shareholder distributions. Additionally, Moody's could downgrade the ratings if the company's liquidity deteriorates or if debt to EBITDA is sustained above 4.0x. The ratings could be upgraded if Prestige grows its scale, demonstrates consistent positive organic revenue growth, sustains strong profitability and free cash flow, and continues to maintain at least good liquidity. Prestige would also need to maintain a conservative financial policy such that debt to EBITDA is sustained below 3.5x. The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. Prestige Brands, Inc., headquartered in Tarrytown, New York, manages and markets a broad portfolio of branded over-the-counter (OTC) healthcare products. The company is publicly-traded and generated about $1.1 billion of revenue for the 12 months ending December 31, 2023. PROVECTUS BIOPHARMACEUTICALS: To Hold Q1 Conference Call Today -------------------------------------------------------------- Provectus Biopharmaceuticals, Inc. announced that it will host a conference call today, starting at 3 p.m. EST, to provide Company updates. The conference call may be accessed by registering in advance or dialing 1-800-319-4610 (in the U.S.) or 1-604-638-5340 (outside the U.S.). Please dial in approximately five minutes prior to the start of the call. About Provectus Provectus Biopharmaceuticals, Inc. is a clinical-stage biotechnology company developing immunotherapy medicines based on a family of small molecules called halogenated xanthenes. The Company's lead HX molecule is rose bengal sodium. Provectus reported a net loss of $3.55 million for the year ended Dec. 31, 2022, compared to a net loss of $5.54 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $2.04 million in total assets, $8.26 million in total liabilities, and a total stockholders' deficit of $6.23 million. Los Angeles, CA-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 29, 2023, citing that the Company has a significant working capital deficit, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's cash and restricted cash were $1,410,207 at Sept. 30, 2023 which includes $1,042,957 of restricted cash resulting from a grant received from the State of Tennessee. The Company's working capital deficit was $7,579,249 and $6,293,198 as of Sept. 30, 2023 and Dec. 31, 2022, respectively, net loss for the nine months ended Sept. 30, 2023 and 2022 was $2,438,355 and $2,822,030, respectively, and cash used in operations was $2,010,767 and $2,286,682 for the nine months ended Sept. 30, 2023 and Sept. 30, 2022, respectively. The Company continues to incur significant operating losses. Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company's business plan and develop and market its products. The Company said these circumstances raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that these unaudited condensed consolidated financial statements are issued. PUERTO RICO: PREPA Bondholders Want to Delay Restructuring Trial ---------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that Goldentree Asset Management LP, Assured Guaranty Corp. and others holding Puerto Rico Electric Power Authority bonds urged a federal court to delay a March trial on the insolvent utility’s $9 billion debt restructuring plan. The upcoming trial on PREPA's highly contested debt-slashing proposal should be postponed until after the US Court of Appeals for the First Circuit determines the extent and strength of the bondholders’ liens on the electric company’s revenues, the coalition of investors said in a Monday, February 5, 2024, court filing. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States. The chief of state is the President of the United States of America. The head of government is an elected Governor. There are two legislative chambers: the House of Representatives, 51 seats, and the Senate, 27 seats. The governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the son of former governor Pedro Rossello. In 2016, the U.S. Congress passed PROMESA, which, among other things, created the Financial Oversight and Management Board and imposed an automatic stay on creditor lawsuits against the government, which expired May 1, 2017. The members of the oversight board are: (i) Andrew G. Biggs, (ii) Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J. Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii) David A. Skeel Jr. On May 3, 2017, the Commonwealth of Puerto Rico filed a petition for relief under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The case is pending in the United States District Court for the District of Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's PROMESA petition is available at http://bankrupt.com/misc/1701578-00001.pdf On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation (COFINA) commenced a case under Title III of PROMESA (D.P.R. Case No. 17-01599). Joint administration has been sought for the Title III cases. On May 21, 2017, two more agencies -- Employees Retirement System of the Government of the Commonwealth of Puerto Rico and Puerto Rico Highways and Transportation Authority (Case Nos. 17-01685 and 17-01686) -- commenced Title III cases. U.S. Chief Justice John Roberts named U.S. District Judge Laura Taylor Swain to preside over the Title III cases. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq., at O'Neill & Borges LLC are onboard as attorneys. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains the case Web site https://cases.primeclerk.com/puertorico Jones Day is serving as counsel to certain ERS bondholders. Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General Obligation Bondholders. RENOVARO INC: Losses Raise Going Concern Doubt ---------------------------------------------- Renovaro Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended December 31, 2023, that substantial doubt exists about the Company's ability to continue as a going concern. As of December 31, 2023, the Company had cash and cash equivalents of $243,980, an accumulated deficit of $257,733,402 and a working capital deficit of $11,355,216 and total liabilities of $14,422,584. The Company has incurred losses from continuing operations, has used cash in its continuing operations, and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern for one year after the date the financial statements are issued. For the three months ended December 31, 2023, the Company reported a net loss of $4,529,121 compared to a net loss of $4,457,748 for the same period in 2022. For the six months ended December 31, 2023, the Company incurred a net loss of $13,704,149, compared to a net loss of $12,157,508 for the same period in 2022. As of December 31, 2023, the Company had $58,018,120 in total assets, $14,422,584 in total liabilities, and $43,595,536 in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at http://tinyurl.com/yr8pub8d About Renovaro Inc. Los Angeles, CA-based Renovaro Inc. engages in the research and development of pharmaceutical and biological products for the treatment of cancer, HIV, and HBV with the intent to manufacture said products. RISKON INTERNATIONAL: Incurs $14.8M Net Loss in Third Quarter ------------------------------------------------------------- RiskOn International, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $14.80 million on $240,356 of RiskOn360 revenue for the three months ended Dec. 31, 2023, compared to net income of $2.43 million on $0 of RiskOn360 revenue for the three months ended Dec. 31, 2022. For the nine months ended Dec. 31, 2023, the Company reported a net loss of $24.60 million on $240,356 of RiskOn360 revenue, compared to a net loss of $33.03 million on $0 of RiskOn360 revenue for the same period in 2022. As of Dec. 31, 2023, the Company had $16.96 million in total assets, $30.52 million in total liabilities, and a total shareholders' deficit of $13.56 million. RiskOn said, "As of December 31, 2023, we had $101,487 in cash and cash equivalents. We believe that the current cash on hand is not sufficient to conduct planned operations for one year from the issuance of the condensed consolidated financial statements, and we need to raise capital to support our operations, raising substantial doubt about our ability to continue as a going concern. We acquired BitNile.com in March 2023, which has generated nominal revenue as of December 31, 2023. The accompanying financial statements for the three and nine month periods ended December 31, 2023 have been prepared assuming we will continue as a going concern, but our ability to continue as a going concern is dependent on our obtaining adequate capital to fund operating losses until we establish continued revenue streams and become profitable. Management's plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans. If we are unable to obtain the necessary additional financing on a timely basis, we will be required to delay, reduce or perhaps even cease the operation of our business." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001437491/000121465924003164/p21724010q.htm About RiskOn International Founded in 2011, RiskOn International, Inc. (formerly known as BitNile Metaverse, Inc.) owns 100% of BNC, including the BitNile.com metaverse platform. The Platform, which went live to the public on March 1, 2023, allows users to engage with a new social networking community and purchase both digital and physical products while playing 3D immersive games. In addition to BNC, the Company also owns two non-core subsidiaries: approximately 66% of Wolf Energy Services Inc. (OTCQB: WOEN) indirectly and approximately 89% of Agora Digital Holdings, Inc. directly. RiskOn also owns approximately 70% of White River Energy Corp (OTCQB: WTRV). RiskOn reported a net loss of $87.36 million on zero revenue for the year ended March 31, 2023, compared to a net loss of $10.55 million on $27,182 of revenues for the year ended March 31, 2022. As of Sept. 30, 2023, the Company had $16.80 million in total assets, $35.86 million in total liabilities, and a total shareholders' deficit of $19.05 million. RMCNV HOLDINGS: Continued Operations to Fund Plan ------------------------------------------------- RMCNV Holdings, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Chapter 11 Plan of Reorganization under Subchapter V dated February 13, 2024. The Debtor was formed in 2022 and operated a business to do stem cell intervention treatment on clients. Since the commencement of the case, Sabin Ewing, one of the investors of the Debtor, has made arrangements to satisfy the First Avenue Bank claim of nearly one million dollars. With the payment of this claim by an investor, the Debtor now has a pathway with financing creditors to promulgate a plan and finance service for this Debtor. This Plan of Reorganization proposes to pay the creditors of the Debtor from cash flow from business operations and future income of the Debtor. Class 2 consists of all unsecured claims. The allowed claims in this class shall be paid a pro-rate distribution commencing on the effective date of the plan, payable at the rate of $1,250.00 per month, until the total amount specified has been paid. First Avenue Bank is specifically excluded from this class. The Debtor anticipates the funds to meet the plan payments shall come from the daily operations of the Debtor's stem cell supplement business. A full-text copy of the Plan of Reorganization dated February 13, 2024 is available at https://urlcurt.com/u?l=jIBNBv from PacerMonitor.com at no charge. Attorney for the Debtor: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Tel: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.com About RMCNV Holdings RMCNV Holdings, LLC, in Nashville, TN, operated a business to do stem cell intervention treatment on clients. The Debtor filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Tenn. Case No. 23-04217) on November 15, 2023, listing $10,000 in assets and $1,217,270 in liabilities. David Wachtel as chief manager, signed the petition. Judge Randal S. Mashburn oversees the case. LEFKOVITZ & LEFKOVITZ serve as the Debtor's legal counsel. ROCKIES EXPRESS: Moody's Alters Outlook on 'Ba2' CFR to Negative ---------------------------------------------------------------- Moody's Investors Service affirmed Rockies Express Pipeline LLC's (REX) Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and Ba2 senior unsecured notes. The rating outlook was changed to negative from stable. "The outlook change reflects the highly leveraged nature of REX's majority owner, Prairie Acquiror LP (Prairie, B1 negative) and Moody's expectation that Prairie's consolidated leverage is poised to exceed Moody's downgrade threshold through 2025, due to the more than $1 billion of added debt it will need to construct its Trailblazer CO2 conversion project. Prairie's reliance on REX to service its debt weighs on REX's credit profile," said John Thieroff, Moody's Senior Credit Officer. RATINGS RATIONALE REX's Ba2 CFR benefits from a strong east-to-west contract profile and, to a lesser extent, contracted volumes on its west-to-east line. REX's east-to-west segment, while well contracted, consists of a customer base that is almost entirely comprised of E&P companies, or 'supply-push' customers, that are directly exposed to commodity prices. The credit quality of this customer base, specifically the east-to-west customers, is largely comprised of speculative grade rated companies. REX's moderate debt leverage, connectivity to the prolific Appalachian Basin and reasonably priced transportation contracts provide some offset to the risks from its customer credit quality. The weaker credit profile of Prairie, which indirectly owns 75% of the common equity interest and 100% of the preferred equity interest of REX, also constrains REX's credit profile due to its heavy debt burden. The negative outlook for REX is consistent with the negative outlook of Prairie. With the $1.6 billion Trailblazer CO2 conversion project Prairie's leverage will exceed Moody's downgrade threshold in 2025, although Moody's notes the project has significant capacity and opportunity to grow its volumes from its contracted base and could eventually be a highly profitable asset in Prairie's portfolio. Still, the very high leverage and the project's execution risk leave little margin for delays, overruns or underperformance. Prairie is heavily dependent on REX's cash flows and its ability to take supportive actions like reducing debt at REX is unlikely for the medium term, which weighs on REX's credit profile. Phillips 66 Company, a subsidiary of Phillips 66 (A3 stable), owns a 25% common equity interest in REX, and has important participatory rights in key financial decisions. REX's senior unsecured notes are rated Ba2, the same as the company's CFR and reflecting the unsecured nature of REX's capital structure. Moody's expects REX to maintain adequate liquidity, reflecting consistent cash flow generation and no near term debt maturities. As of December 31, 2023, the company had a nominal cash balance and undrawn $170 million senior unsecured revolving credit facility that expires in July 2028. In 2024, REX will generate positive free cash flow after covering interest expense and capital spending. The revolving credit facility contains one financial covenant consisting of a maximum debt/EBITDA set at 5x. Moody's expect the company to remain in compliance with this covenant. The REX limited liability company agreement provides that cash in excess of that required to operate the business is distributed to owners, leaving the company with negligible retained cash. REX's next debt maturity is its $400 million senior notes maturing in May 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS REX's ratings could be downgraded if debt/EBITDA is sustained above 5x, there is significant deterioration in customer credit quality or Prairie is downgraded. An upgrade would be considered if the contracted profile of REX's west-to-east capacity improves or if Prairie is upgraded. REX owns a 1,712 mile interstate natural gas pipeline system that reaches from the Rocky Mountain area of Wyoming and Colorado to Ohio. The principal methodology used in these ratings was Natural Gas Pipelines published in July 2018. ROOMPLACE FURNITURE: To Close Locations in the Midwest ------------------------------------------------------ Elizabeta Ranxburgaj of The US Sun reports that a popular furniture chain has announced a string of store closures following its bankruptcy filings. The RoomPlace revealed that it would make major changes including closing down six stores in one state. The Chicago, Illinois-based home retailer filed for Chapter 11 bankruptcy and implemented a restructuring plan, according to Furniture Today. This Bed Bath and Beyond rival, which opened in 1912, will shut down eight stores across the Midwest. These will include a store in Peoria, Illinois; Kenosha; Wisconsin; and six in the Indianapolis area. A date for the closures has not yet been announced by the company. The RoomPlace's CEO, Bruce Berman, was hopeful about the restructuring project and said it would allow to business to "align its costs with its projected sales and economic realities." "What was once viewed as taboo is now a strategic way to realign and strengthen a business," he added. Berman pointed out the difficult retail environment as sales decline, especially in the furniture industry. "We're making the tough decisions now to ensure we're around for another 100 years," he said. About Roomplace Furniture Roomplace Furniture is a one stop shop furniture store offering living room & dining room sets, bedroom furniture, mattresses & more. Roomplace Furniture sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ill. Case No. 24-01530) on Feb. 2, 2024. In the petition filed by Valerie Berman-Knight, as president, the Debtor reported assets up to $50,000 and liabilities between $100 million and $500 million. The Debtor is represented by: E. Philip Groben, Esq. GENSBURG CALANDRIELLO & KANTER, P.C. 200 W. Adams St., Suite 2425 Chicago, IL 60606 Tel: (312) 263-2200 Fax: (312) 263-2242 ROOSEVELT UNIVERSITY: Moody's Cuts Issuer & Rev. Bond Ratings to B2 ------------------------------------------------------------------- Moody's Investors Service has downgraded Roosevelt University's (IL) (Roosevelt) issuer and revenue bond ratings to B2 from B1. Total debt outstanding is approximately $250 million as of fiscal year-end 2023. The outlook has been revised to stable from negative. The downgrade of the issuer rating to B2 reflects Roosevelt University's material weakening of headroom to covenants as a result of continued operating imbalances and outsized debt burden. Operating performance challenges continue to be driven by enrollment pressures, particularly as a result of weakening demographics, a tight labor market and a price sensitive student population. RATINGS RATIONALE Roosevelt University's B2 issuer rating incorporates heightened financial challenges, particularly thin headroom to financial covenants on the system's unrated debt. While fall 2023 enrollment improved compared to prior year, its ongoing exposure to competitive challenges will continue to strain pricing power and net tuition revenue. As a result, operating expenses will continue to outpace revenue, resulting in another operating deficit in fiscal 2024. Financial leverage places additional burden on the organization as annual debt service weighs on the university's ability to balance operations. Offsetting multiple years of financial challenges and very large debt burden are expectations of stabilization and improvement in the coming years. Management expects improvements in enrollment and prudent expense management will contribute to improved financial performance, with the potential to breakeven in fiscal 2025. Additionally, with no plans for additional debt and continued timely principal and interest payments, financial leverage metrics will slowly improve. The university's stable cash and investments position, at $164 million as of fiscal year end 2023, and its main campus location in favorable downtown Chicago provide a solid asset cushion for its liabilities. The S-4 and G-4 issuer profile scores indicate that social and governance considerations are key credit factors. The B2 rating on the revenue bonds reflects the general obligation pledge of the bonds. RATING OUTLOOK The stable outlook reflects expectations that the system will continue to manage expenses tightly and drive efforts to grow enrollment, translating to more favorable operating results. While Moody's expect an operating deficit for 2024, the deficit should improve by around $10M with no material change in unrestricted liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Multi-year improvement in operating results translating to positive operating income -- Improvement in liquidity position relative to debt and operations and significant growth of headroom to direct placement covenants -- Sustained and growing improvement in enrollment and net tuition revenue FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Reductions in enrollment and inability to stabilize net student revenue -- Degradation of liquidity resulting in inability to meet direct placement covenants -- Inability to achieve currently projected fiscal 2024 results which reflect meaningful improvement over fiscal 2023 and continued improvement through fiscal 2025 LEGAL SECURITY All bonds are a general obligation, enhanced by a pledge of the university's gross revenue. The Series 2007 rated bonds, however, are not backed by a mortgage pledge nor do they have a debt service reserve fund (DSRF) or financial covenants as do the outstanding unrated bonds. The unrated Series 2018A, 2018B, 2019A, 2020A and 2020B bonds are secured on a parri-passu basis and by a mortgage pledge with an appraised value in 2019 of $328 million. There is an additional bonds test. The Series 2018A, 2018B, 2019A, 2020A and 2020B bonds contain an unrestricted cash and investments to MADS covenant that is tested twice annually. Roosevelt must maintain coverage of no less than 150% through fiscal 2024, no less than 162.5% in fiscal years 2025, no less than 175% in fiscal 2026, no less than 187.5% and 2027 and no less than 200% in fiscal 2028 and beyond. Failure to do so would require consultative review with a cure period that extends several years. The covenanted ratio stood at 157% as of fiscal 2023. There is no cross-default provision between the unrated bonds and the rated series 2007 bonds. PROFILE Founded in 1945, Roosevelt University is a moderate sized private university offering undergraduate, graduate and professional degree programs at its campuses in downtown Chicago and in Schaumburg, a northwest suburb of Chicago, and online. The university enrolled 3,585 full-time equivalent students in Fall 2023, with operating revenue of approximately $92 million. METHODOLOGY The principal methodology used in these ratings was Higher Education Methodology published in August 2021. RWDY INC: Plan Exclusivity Period Extended to May 15 ---------------------------------------------------- Judge John S. Hodge of the U.S. Bankruptcy Court for the Western District of Louisiana extended RWDY, Inc.'s exclusive periods to file a plan of reorganization, and solicit acceptances thereof to May 15 and July 15, 2024, respectively. As shared by Troubled Company Reporter, RWDY, Inc. has submitted a Chapter 11 Plan pursuant to which holders of Allowed General Unsecured Claims are grouped in Class 8. Each holder of an Allowed Class 8 Claim shall be paid in full on or before the 5th day of the first full calendar month after the Effective Date in this Chapter 11 Case. In an October 2023 report, TCR said that under the Plan, each Holder of an Allowed General Unsecured Claim will recover 100% of their claims. Class 8 is impaired. The Reorganized Debtor shall continue to operate its business following the Effective Date. The Reorganized Debtor shall only be required to timely fund and transfer to recipients authorized under the proposed Plan the Debtor Distributions, Professional Fee Claims, including, but not limited to, the Debtor's and Reorganized Debtor's attorneys and other professionals, United States Trustee quarterly fees incurred pursuant to Section 1930(a)(6) of the Bankruptcy Code, and the Monthly Distribution Amounts required to be distributed to the RWDY Distribution Trust. The Debtor has analyzed its anticipated future financial performance and business operations, and believe that it will be able to fund and pay all obligations required by the Plan, including all future operational expenses, taxes and other ongoing obligations. A full-text copy of the Disclosure Statement dated October 17, 2023 is available at https://urlcurt.com/u?l=dDkVQE from PacerMonitor.com at no charge. Attorneys for the Debtor: Robert W. Raley, Esq. 290 Benton Spur Road Bossier City, LA 71111 Telephone: 318-747-2230 Email: bankruptcy@robertraleylaw.com - and - Curtis R. Shelton, Esq. AYRES, SHELTON, WILLIAMS, BENSON & PAINE, LLC Suite 1400, Regions Tower 333 Texas Street (71101) P.O. Box 1764 Shreveport, LA 71166-1764 Telephone: (318) 227-3500 Facsimile: (318) 227-3806 E-mail: curtisshelton@arklatexlaw.com About RWDY Inc. RWDY Inc. -- https://www.rwdyinc.com/ -- is an oil and energy company based out of 1302 Dekort St, Copperas Cove, Texas. RWDY filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 22-11308) on Dec. 21, 2022, with $10 million to $50 million in both assets and liabilities. Mark Allen, manager, signed the petition. Judge John S. Hodge oversees the case. The Debtor tapped Robert W. Raley, Esq., at Ayres, Shelton, Williams, Benson & Paine, LLC as legal counsel; Leland G. Horton, Esq., at Bradley Murchison Kelly & Shea LLC as special counsel; and Postlethwaite & Netterville, APAC as accountant. S&W SEED: Financial Challenges Raise Going Concern Doubt -------------------------------------------------------- S&W Seed Company disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended December 31, 2023, that substantial doubt exists about the Company's ability to continue as a going concern. The Company is not profitable and has recorded negative cash flows for the last several years. For the six months ended December 31, 2023, the Company reported a net loss of $12.5 million. While the Company did report net cash provided by operations of $1.4 million for the six months ended December 31, 2023, it expects this to be negative in fiscal 2024. The positive cash flow in operations for the six months ended December 31, 2023, was largely due to changes in operating assets and liabilities. As of December 31, 2023, the Company had cash on hand of $1.1 million. The Company had $2.4 million of unused availability from its working capital facilities as of December 31, 2023. The Company's Amended and Restated Loan and Security Agreement, or the Amended CIBC Loan Agreement, with CIBC Bank USA, or CIBC, and its debt facilities with National Australia Bank, or NAB, under the NAB Finance Agreement, contain various operating and financial covenants. Adverse geopolitical and macroeconomic events and other factors affecting the Company's results of operations have increased the risk of the Company's inability to comply with these covenants, which could result in acceleration of its repayment obligations and foreclosure on its pledged assets. The Amended CIBC Loan Agreement as presently in effect requires the Company to meet minimum adjusted EBITDA levels on a quarterly basis and the NAB Finance Agreement includes an undertaking that requires the Company to maintain a net related entity position of not more than USD$18.5 million and a minimum interest cover ratio at each fiscal year-end. As of December 31, 2023, the Company was in compliance with the CIBC minimum adjusted EBITDA covenant as well as the NAB net related entity position covenant. While the Company was in compliance with these covenants, there can be no assurance the Company will be successful in meeting its covenants or securing future waivers or amendments from its lenders. Currently, the Company does not expect to meet certain of these covenants in fiscal 2024. If the Company is unsuccessful in meeting its covenants or securing future waivers or amendments from its lenders and cannot obtain other financing, it may need to reduce the scope of its operations, repay amounts owed to its lenders or sell certain assets. Further, if the Company cannot renew or obtain other financing when its two major debt facilities with CIBC and NAB expire on August 31, 2024, and March 31, 2025, respectively, it may need to reduce the scope of its operations, repay amounts owed to its lenders or sell certain assets. These operating and liquidity factors raise substantial doubt regarding the Company's ability to continue as a going concern. As of December 31, 2023, the Company had $143.7 million in total assets, $81.4 million in total liabilities, $5,518,624 in mezzanine equity, and $56.8 million in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at http://tinyurl.com/34dkjhms About S&W Seed Co. S&W Seed Company is a global multi-crop, middle-market agricultural company that is principally engaged in breeding, growing, processing and selling agricultural seeds. The Company operates seed cleaning and processing facilities, which are located in Texas, New South Wales and South Australia. The Company's seed products are primarily grown under contract by farmers. The Company is currently focused on growing sales of their proprietary and traited products specifically through the expansion of Double TeamTM for forage and grain sorghum products, improving margins through pricing and operational efficiencies, and developing the camelina market via a recently formed partnership. SAS AB: Gets Court Okay for Chapter 11 Bankruptcy Plan Vote ----------------------------------------------------------- Rick Archer of Law360 reports that a New York bankruptcy judge on Tuesday, February 6, 2024, congratulated SAS, the Stockholm-based owner of Scandinavian Airlines, for avoiding turbulence in its Chapter 11 case and granted the debtor permission at a hearing to send its reorganization plan out for a creditor vote. About Scandinavian Airlines SAS SAB -- https://www.sasgroup.net/ -- Scandinavia's leading airline, with main hubs in Copenhagen, Oslo and Stockholm, is flying to destinations in Europe, USA and Asia. In addition to flight operations, SAS offers ground handling services, technical maintenance, and air cargo services. SAS is a founder member of the Star Alliance, and together with its partner airlines offers a wide network worlxdwide. SAS AB and its subsidiaries, including Scandinavian Airlines Systems Denmark-Norway-Sweden and Scandinavian Airlines of North America Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10925) on July 5, 2022. In the petition filed by Erno Hilden, authorized representative, SAS AB estimated assets between $10 billion and $50 billion and liabilities between $1 billion and $10 billion. Judge Michael E. Wiles oversees the cases. The Debtors tapped Weil, Gotshal & Manges, LLP as global legal counsel; Mannheimer Swartling Advokatbyra AB as special counsel; FTI Consulting, Inc. as financial advisor; Ernst & Young AB as tax advisor; and Seabury Securities, LLC and Skandinaviska Enskilda Banken AB as investment bankers. Seabury is also serving as restructuring advisor. Kroll Restructuring Administration, LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Willkie Farr & Gallagher, LLP. SHAMROCK INDUSTRIES: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------------- Shamrock Industries, LLC d/b/a Synergy ReCommerce asks the U.S. Bankruptcy Court for the Western District of Tennessee, Western Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay the ongoing expenses that arise in the ordinary course of its current operations as well as its continued operations during the pendency of its chapter 11 case. The Small Business Association asserts a claim against the Debtor in the approximate amount of $2 million which is secured by a first priority deed of trust on all of the Debtor's property. The Debtor's cash and receivables constitute cash collateral governed by 11 U.S.C. Section 363(a). Subordinate security interests in cash collateral may be asserted by the creditors below for the amounts shown: (a) B.S.D. Capital Inc. d/b/a Lendistry - $94,367 (b) DMKA, LLC d/b/a The Smarter Merchant - $ 48,350 (c) Everest Business Funding - $ 44, 592 (d) FCS Advisors, LLC, d/b/a Brevet Capital Advisors - $59,998 (e) Kalamata Capital Funding - $144,600 (f) Parafin Inc. - $ 52,338 Because the indebtedness to the SBA far exceeds the value of cash collateral, the Debtor asserts that the foregoing creditors are unsecured pursuant to 11 U.S.C. section 506 and have no protectible interest in cash collateral. The Debtor asserts that its total cash collateral assets have a current "as is" fair market value of approximately $849,719. The Debtor proposes to adequately protect creditors via the following, as may be applicable: (a) continuing to maintain the Debtor's operations, including, but not limited to, continuing to pay normal operating expenses, (b) paying post-petition property taxes with respect to such collateral, (c) maintaining insurance on the collateral, and (d) continuing to generate new cash collateral through its operations. A copy of the motion is available at https://urlcurt.com/u?l=VuaJoG from PacerMonitor.com. About Shamrock Industries, LLC Shamrock Industries, LLC partners with its clients to refurbish, repackage, remarket, and resell their returned, distressed and excess inventory. The Company is uniquely positioned to deliver expert solutions by leveraging access to its proprietary NobodyLower.com website and more than 20 years of experience in sales and marketing, forward and reverse logistics, returns processing, multiple e-commerce channels, refurbishment and warranty support. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 24-20699) on February 16, 2024. In the petition signed by Brian J. Bray, chief executive officer, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Denise E. Barnett oversees the case. Michael P. Coury, Esq., at GLANKLER BROWN PLLC, represents the Debtor as legal counsel. SHARING SERVICES: Losses Raise Going Concern Doubt -------------------------------------------------- Sharing Services Global Corporation disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended December 31, 2023, that substantial doubt exists about the Company's ability to continue as a going concern. During the nine months ended December 31, 2023 and 2022, the Company had a net loss of approximately $4.8 million and $30.8 million, respectively. These factors among other raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. As of December 31, 2023, the Company had $7.82 million in total assets, $8.64 million in total liabilities, and $819,792 in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at http://tinyurl.com/mrtesf7r About Sharing Services Global Corp. Plano, TX-based Sharing Services Global Corporation aims to build shareholder value by developing or acquiring businesses and technologies that increase the Company's product and services portfolio, business competencies, and geographic reach. SIENTRA INC: Court OKs $90MM DIP Loan from Deerfield ---------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Sientra, Inc. and affiliates to use cash collateral and obtain postpetition financing. The Debtors are permitted to receive postpetition financing on a joint and several basis, in connection with a multi-draw senior secured super-priority priming term loan debtor-in-possession credit facility in the aggregate principal amount of up to $90 million from a consortium of lenders and Deerfield Partners, LP as administrative and collateral agent, consisting of: (1) upon entry of the Interim DIP Order and subject to the satisfaction of other conditions set forth in the DIP Credit Agreement, one or more draws in an aggregate principal amount not exceeding $9 million; and (2) upon entry of the Final DIP Order and subject to the satisfaction of other conditions set forth in the DIP Credit Agreement, additional draws in an aggregate principal amount that will not, when combined with amounts advanced prior to such date, exceed the remaining unfunded New Money Loan Commitments. Upon approval of the Interim DIP Order and borrowing of Interim New Money Loans, the DIP Lenders can roll up $35 million of Prepetition First Lien Secured Obligations. This amount will be considered as Interim Roll-Up Loans. Upon entry of the Final DIP Order and borrowing of the Final New Money Loans, $32.5 million of Prepetition First Lien Secured Obligations, along with accrued interest and fees, can be rolled up. These will be considered as Final Roll-Up Loans. The total amount of Prepetition First Lien Secured Obligations rolled up by the DIP Lenders will be known as Roll-Up Loans. Any remaining Prepetition First Lien Secured Obligations not rolled up will be referred to as Remaining Prepetition First Lien Secured Obligations. The DIP facility is due and payable through the earliest of (i) the effective date of any Chapter 11 Plan for the reorganization of the Borrower or any of the other Loan Parties, (ii) July 11, 2024, (iii) the date of prepayment in cash in full by the Loan Parties of all Obligations (other than contingent indemnification Obligations not yet due) and the termination of all of the Commitments in accordance with the terms of this Agreement, and (iv) the date that all Loans will become due and payable in full in accordance with the terms of the DIP Facility, including due to acceleration. According to the Amended and Restated Facility Agreement dated October 12, 2022, the Debtors owed the Prepetition First Lien Lenders a total of at least $71.780 million in principal amount of loans. This consisted of two tranches: one original loan of $48.780 million and a disbursement loan of $23 million, along with accrued interest, fees, and other related expenses. The Debtors granted Prepetition First Priority Liens to secure these loans, which are valid, enforceable, and have first-priority status on the collateral. The Debtors have an immediate and critical need to obtain (i) postpetition financing pursuant to the DIP Facility and (ii) permission to use cash collateral to among other things, (a) permit the orderly continuation of the operation of their business, (b) maintain business relationships, (c) make capital expenditures, (d) satisfy other general corporate, working capital and operational needs, (e) fund costs and expenses related to the Chapter 11 Cases, (f) fund the payment of interest, fees, costs, and expenses related to the DIP Facility arising under the DIP Loan Documents, and (g) fund the payment of other fees and expenses set forth in the Approved Budget, for the benefit of the Debtors' stakeholders. As adequate protection for the use of cash collateral, the Prepetition First Lien Secured Parties are granted a valid, binding, continuing, enforceable, fully-perfected, non-avoidable, automatically, and properly perfected first priority senior security interest in and lien upon all property of the Debtors. As security for and solely to the extent of any First Lien Diminution in Value of the Prepetition First Lien Collateral, subject and subordinate only to the Carve Out and the DIP Liens, the Prepetition First Lien Secured Parties are granted additional and replacement, valid, binding, enforceable, non-avoidable, and effective and automatically perfected postpetition security interests in and liens as of the date of the Interim DIP Order. As further adequate protection, to the extent of any First Lien Diminution in Value of the Prepetition First Lien Collateral, and to the fullest extent provided by 11 U.S.C. sections 503(b), 507(a), and 507(b), the Prepetition First Lien Adequate Protection Claims will be, subject and subordinate to the Carve Out and the DIP Superpriority Claims, allowed superpriority administrative expense claims in each of the Chapter 11 Cases. A final hearing on the matter is set for March 12, 2024 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=6SJYwz from PacerMonitor.com. About Sientra Inc. Sientra Inc. is a surgical aesthetics company. Sientra Inc and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10245) on Feb. 12, 2024. In the petition filed by Ronald Menezes, president and CEO, disclosed $139,933,000 in assets against $171,978,000 in debt. Judge John T. Dorsey oversees the case. Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel. Berkeley Research Group is the Debtors' restructuring advisor. Miller Buckfire and unit Stifel serve as the Debtors' investment banker. SIFCO INDUSTRIES: Reports $3.4 Million Net Loss in First Quarter ---------------------------------------------------------------- SIFCO Industries, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $3,422,000 on $21,052,000 of net sales for the three months ended December 31, 2023, compared to a net loss of $2,589,000 on $21,299,000 of net sales for the same period in 2022. As of December 31, 2023, the Company has $101,483,000 in total assets, $47,864,000 in total current liabilities, $4,393,000 in long-term debt, $13,799,000 in long-term operating lease liabilities (net of short-term), $105,000 in deferred net income taxes, $3,411,000 in pension liability, $64,000 in other long-term liabilities, and $31,247,000 in total shareholders' equity. A full-text copy of the Company's Form 10-Q is available at http://tinyurl.com/4z5j86hk About SIFCO Cleveland, Ohio-based SIFCO Industries, Inc. was incorporated in 1916. SIFCO engages in the production of forgings, sub-assemblies, and machined components primarily for the Aerospace and Energy ("A&E") markets. The processes and services include forging, heat-treating, chemical processing, and machining. As of September 30, 2023, the Company has $96 million in total assets and $61.7 in total liabilities. RSM US LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated December 29, 2023, citing that the Company has debt maturing in October 2024 and an alternate financing arrangement has yet to be executed, which raises substantial doubt about its ability to continue as a going concern. SKILLZ INC: Andrew Dahlinghaus Resigns as General Counsel --------------------------------------------------------- Skillz Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission of Andrew Dahlinghaus' decision to step down from his position as the general counsel of the Company, effective as of March 10, 2024. Mr. Dahlinghaus will remain in his current role with the Company through the Effective Date to support the transition to his successor. Should a severance or extended compensation agreement be reached, an amended 8-K will be filed. The Company has commenced a search process for Mr. Dahlinghaus' replacement and is committed to conducting this process as efficiently and expeditiously as possible. About Skillz Inc. Headquartered in San Francisco, California, Skillz Inc. -- www.skillz.com -- is a mobile games platform dedicated to bringing out the best in everyone through competition. The Skillz platform helps developers create multi-million dollar franchises by enabling social competition in their games. Leveraging its patented technology, Skillz hosts billions of casual eSports tournaments for millions of mobile players worldwide, with the goal of building the home of competition for all. Skillz reported a net loss of $438.87 million in 2022, a net loss of $187.92 million in 2021, and a net loss of $149.08 million in 2020. As of March 31, 2023, the Company had $612.16 million in total assets, $357.77 million in total liabilities, and $254.38 million in total stockholders' equity. * * * As reported by the TCR on April 28, 2023, Moody's Investors Service downgraded Skillz Inc.'s corporate family rating to Caa2 from Caa1 following the company's recent repurchase of more than 50% of its outstanding debt at sizable discount to par, reducing available liquidity to fund projected cash flow deficits. Moody's said the Caa2 CFR reflects the increased risk that Skillz's debt capital structure is unsustainable due to reduced liquidity to fund projected cash flow deficits. As reported by the TCR on Jan. 19, 2024, S&P Global Ratings retained its ratings on Las Vegas-based Skillz Inc., including its 'CCC+' issuer credit rating, following the assignment of the new management and governance (M&G) assessment. SPIRIT AIRLINES: Creditors Hire Akin Gump,Anticipate Debt Talks --------------------------------------------------------------- Reshmi Basu of Bloomberg News reports that a group of Spirit Airlines Inc. bondholders have organized and tapped Akin Gump Strauss Hauer & Feld for legal advice after the budget airline's scuttled combination with JetBlue Airways Corp. stoked concern about its financial position, according to people with knowledge of the matter who asked not to be identified discussing a private matter. The company's 8% notes trade at around 67.25 cents on the dollar, up from lows of 51.5 cents a day after a federal judge blocked the planned deal on antitrust grounds last month, January 2024. About Spirit Airlines Spirit Airlines Inc. is a major United States ultra-low cost airline headquartered in Miramar, Florida, in the Miami metropolitan area. In September 2023, Fitch Ratings has revised the Rating Outlook for Spirit Airlines to Negative from Stable and affirmed Spirit's Long-term Issuer Default Rating at 'B+'. Fitch has also affirmed Spirit IP Cayman Ltd.'s and Spirit Loyalty Cayman Ltd.'s senior secured debt at 'BB+'/'RR1'. Also in September 2023, Egan-Jones Ratings Company maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Spirit Airlines, Inc. Meanwhile, Moody's Investors Service downgraded its corporate family rating of Spirit Airlines to Caa1 from B2. SUNPOWER CORP: Secures More Capital for Ongoing Transformation -------------------------------------------------------------- SunPower Corp. announced that it has raised $175 million in capital financing through a second lien term loan from Sol Holding, LLC ("Sol Holding"), the Company's majority shareholder and an indirect subsidiary of TotalEnergies and Global Infrastructure Partners. The $175 million term loan includes $45 million previously funded to the Company in December and January, $80 million in new investment, and a $50 million second tranche that is available to be borrowed upon the satisfaction of certain conditions. In connection with the Second Lien Credit Agreement, the Company agreed to issue penny warrants to Sol Holding to purchase up to approximately 41.8 million shares of the Company's common stock with an additional 33.4 million of warrants issued if the $50 million second tranche of the term loan is drawn. This funding positions the Company to navigate current industry headwinds and further reinforce its foundation for a more sustainable, resilient and agile business. The Company also obtained new long-term waivers from its financial partners and entered into an amendment to its revolving debt facility, which provides the Company with access to an incremental $25 million commitment for loans under its revolving debt capacity (subject to satisfying conditions precedent to drawing). Together, these actions provide the Company with up to $155 million of additional liquidity. "This transaction demonstrates the strong conviction of our financial partners in the long-term value proposition of residential solar, storage and renewable energy services, as well as SunPower's ability to deliver operational excellence for our customers," said Peter Faricy, SunPower CEO. "With this injection of additional liquidity and working capital to our balance sheet, coupled with substantial cost reductions, SunPower is taking positive steps to position itself to succeed in 2024 and beyond." A full-text copy of the Form 8-K Report, containing further information about the transactions described herein, is available at http://tinyurl.com/25cjwytf About SunPower Headquartered in Richmond, California, SunPower (NASDAQ: SPWR) -- https://www.sunpower.com/ -- is a residential solar, storage and energy services provider in North America. SunPower offers solar + storage solutions that give customers control over electricity consumption and resiliency during power outages while providing cost savings to homeowners. SunPower Corporation said in its Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended October 1, 2023, that there is substantial doubt exists about its ability to continue as a going concern. According to the Company, for the three and nine months ended October 1, 2023, it had recurring operating losses and, as of October 1, it breached a financial covenant and a reporting covenant of its Credit Agreement, dated as of September 12, 2022. The breaches created events of default thereunder, which enables the requisite lenders under the Credit Agreement to demand immediate payment or exercise other remedies. Such events raise substantial doubt about the Company's ability to continue as a going concern. TERRAFORM LABS: Hires Alvarez & Marsal as Financial Advisor ----------------------------------------------------------- Terraform Labs Pte. Ltd. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Alvarez & Marsal North America, LLC as financial advisor. The firm's services include: (a) assistance to the Debtor in the preparation of financial-related disclosures required by the Court, including the Debtor's Schedules of Assets and Liabilities, Statement of Financial Affairs, and Monthly Operating Reports; (b) assistance with the identification and implementation of short-term cash management procedures, as well as a cash flow forecast; (c) assistance to Debtor's management team and counsel focused on the coordination of resources related to the ongoing reorganization effort; (d) assistance in the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought; (e) attendance at meetings and assistance in discussions with potential investors, creditors, any official committee(s) appointed in this Chapter 11 Case, the Office of the United States Trustee for the District of Delaware (the "U.S. Trustee"), other parties in interest, and professionals hired by same, as requested; (f) analysis of creditor claims by type, entity, and individual claim, including assistance with development of databases, as necessary, to track such claims; (g) assistance in the preparation of information and analysis necessary for the confirmation of a plan of reorganization in this Chapter 11 Case, including information contained in the disclosure statement; (h) assistance in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; (i) assistance to the Special Committee with its Investigation; (j) litigation advisory services with respect to accounting and tax matters, along with expert witness testimony on case related issues as required by the Debtor; and (k) provision of such other general business consulting or such other assistance as Debtor's management or counsel may deem necessary consistent with the role of a financial advisor to the extent that it would not be duplicative of services provided by other professionals in this proceeding. The firm will be paid at these rates: Managing Directors $1,075 to $1,525 per hour Directors $825 to $1,075 per hour Associates $625 to $825 per hour Analysts $425 to $625 per hour Michael Leto, a managing director at Alvarez & Marsal North America, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael S. Leto ALVAREZ & MARSAL NORTH AMERICA, LLC 600 Madison Avenue,8th Floor New York, NY 10022 Tel: (212) 763-1625 Email: mleto@alvarezandmarsal.com About Terraform Labs Terraform Labs Pte. Ltd. -- https://www.terra.money -- is a startup that created Terra, a blockchain protocol and payment platform used for algorithmic stablecoins. It was co-founded by Do Kwon and Daniel Shin in 2018 in Seoul, South Korea. Terraform Labs introduced its first cryptocurrency token, TerraUSD, in 2019. Investment firms like Arrington Capital, Coinbase Ventures, Galaxy Digital, and Lightspeed Venture Partners helped Terraform Labs raise more than $200 million. The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022 caused the temporary suspension of the Terra network, wiping out over $45 billion in market capitalization in a single week. Both of Terra Form Labs' founders have encountered legal problems as a result of the devaluation of the company's currency. In September 2022, South Korean prosecutors filed a warrant for Do Kwon's arrest. He was also added to Interpol's Red Notice list, which urges other law enforcement to find and detain him. Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22, 2024. In the petition filed by Chris Amani, as chief executive officer, the Debtor estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by Zachary I Shapiro, Esq. at Richards, Layton & Finger, P.A. TERRAFORM LABS: Hires Richards Layton & Finger as Co-Counsel ------------------------------------------------------------ Terraform Labs Pte. Ltd. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Richards, Layton & Finger, P.A. as its co-counsel. The firm's services include: a. assisting in pre-bankruptcy preparation and planning; b. assisting in preparing necessary petitions, motions, applications, orders, reports, and papers necessary to commence this chapter 11 case; c. advising the Debtor of its rights, powers, and duties as a debtor and debtor in possession under chapter 11 of the Bankruptcy Code; d. preparing on behalf of the Debtor motions, applications, answers, orders, reports, and papers in connection with the administration of the Debtor's estate; e. taking all necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor in this chapter 11 case, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; f. assisting with any sale or sales of assets, including preparing any necessary motions and papers related thereto; g. assisting in preparing the Debtor's disclosure statement and any related motions, pleadings, or other documents necessary to solicit votes on any plan of reorganization; h. assisting in preparing any chapter 11 plan; i. prosecuting on behalf of the Debtor any chapter 11 plan and seeking approval of all transactions contemplated therein and in any amendments thereto; and j. performing all other necessary and desirable legal services in connection with this chapter 11 case. The firm will be paid at these rates: Directors $975 to $1,450 per hour Counsel $925 to $1,450 per hour Associates $525 to $825 per hour Paraprofessionals $395 per hour Prior to the Petition Date, the Debtors paid the firm a total retainer of $150,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Consistent with the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. Sec. 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013, Richards submit the following information: a. the firm did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; b. None of the firm's professionals included in this engagement have varied their rate based on geographic location for this chapter 11 case; c. the firm has advised the Debtor in connection with its restructuring efforts and in contemplation of this chapter 11 case since on or about Jan. 18, 2024. The billing rates, except for the firm's standard and customary periodic rate adjustments as set forth above, and material financial terms have not changed postpetition from the prepetition arrangement; and d. the firm, in conjunction with the Debtor, is developing a prospective budget and staffing plan for this chapter 11 case. Zachary Shapiro, Esq., a director at Richards, Layton & Finger, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Zachary I. Shapiro, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Phone: (302) 651-7700 Email: shapiro@rlf.com About Terraform Labs Terraform Labs Pte. Ltd. -- https://www.terra.money -- is a startup that created Terra, a blockchain protocol and payment platform used for algorithmic stablecoins. It was co-founded by Do Kwon and Daniel Shin in 2018 in Seoul, South Korea. Terraform Labs introduced its first cryptocurrency token, TerraUSD, in 2019. Investment firms like Arrington Capital, Coinbase Ventures, Galaxy Digital, and Lightspeed Venture Partners helped Terraform Labs raise more than $200 million. The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022 caused the temporary suspension of the Terra network, wiping out over $45 billion in market capitalization in a single week. Both of Terra Form Labs' founders have encountered legal problems as a result of the devaluation of the company's currency. In September 2022, South Korean prosecutors filed a warrant for Do Kwon's arrest. He was also added to Interpol's Red Notice list, which urges other law enforcement to find and detain him. Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22, 2024. In the petition filed by Chris Amani, as chief executive officer, the Debtor estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by Zachary I Shapiro, Esq. at Richards, Layton & Finger, P.A. TERRAFORM LABS: Seeks to Hire Dentons US as Special Counsel ----------------------------------------------------------- Terraform Labs Pte. Ltd. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Dentons US, LLP as its special counsel. The Debtor anticipates that Dentons US will: (a) represent and advise the Debtor in the litigations; (b) manage and support the Debtor's litigations; (c) provide necessary background knowledge of and information regarding the Debtor's structure and operations to the Debtor's bankruptcy counsel, as necessary; (d) provide advice regarding matters related to product counseling, privacy and cybersecurity counseling, and employment law; and (e) perform such other legal services in connection with this chapter 11 case as may be reasonably required and consistent with Dentons US's role as special counsel. The firm's hourly rates are as follows: High Range Low Range Partners, Special Counsels, Counsels and Principals $620 $2,295 Associates $430 $1,280 Professionals/Paralegals $240 $650 Dentons US received a retainer in the amount of $62,954,002.44. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Dentons US disclosed that: -- it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- Dentons represented the client during the twelve-month period prepetition. The material financial terms for the prepetition engagement remained the same as the engagement was hourly-based subject to economic adjustment.; and -- the firm, in conjunction with the Debtor, is developing a prospective budget and staffing plan for this chapter 11 case. Mark Califano, Esq., a partner at Dentons US, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark G. Califano, Esq. DENTONS US LLP 1900 K Street, NW Washington, D.C., 20006 Telephone: (202) 496-7327 Email: mark.califano@dentons.com About Terraform Labs Terraform Labs Pte. Ltd. -- https://www.terra.money -- is a startup that created Terra, a blockchain protocol and payment platform used for algorithmic stablecoins. It was co-founded by Do Kwon and Daniel Shin in 2018 in Seoul, South Korea. Terraform Labs introduced its first cryptocurrency token, TerraUSD, in 2019. Investment firms like Arrington Capital, Coinbase Ventures, Galaxy Digital, and Lightspeed Venture Partners helped Terraform Labs raise more than $200 million. The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022 caused the temporary suspension of the Terra network, wiping out over $45 billion in market capitalization in a single week. Both of Terra Form Labs' founders have encountered legal problems as a result of the devaluation of the company's currency. In September 2022, South Korean prosecutors filed a warrant for Do Kwon's arrest. He was also added to Interpol's Red Notice list, which urges other law enforcement to find and detain him. Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22, 2024. In the petition filed by Chris Amani, as chief executive officer, the Debtor estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by Zachary I Shapiro, Esq. at Richards, Layton & Finger, P.A. TERRAFORM LABS: Seeks to Hire Epiq as Administrative Advisor ------------------------------------------------------------ Terraform Labs Pte. Ltd. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Epiq Corporate Restructuring, LLC as its administrative advisor. The firm will render these services: a. assist with, among other things, solicitation, balloting, tabulation, and calculation of votes, as well as prepare any appropriate reports, as required in furtherance of confirmation of plan(s) of reorganization, and in connection with such services, process requests for documents from parties in interest; b. generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; c. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a chapter 11 plan; and f. provide such other processing, solicitation, balloting and other administrative services. The firm will be paid at these rates: Clerical/Administrative Support WAIVED IT / Programming $65 - $85 per hour Project Managers/Consultants/ Directors $85 - $185 per hour Solicitation Consultant $185 per hour Executive Vice President, Solicitation $195 per hour Executives No Charge Prior to the Petition Date, the Debtors paid the firm a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kathryn Mailloux, senior director at Epiq, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kathryn Mailloux Epiq Corporate Restructuring, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Phone: (646) 282-2532 Email: kmailloux@epiqglobal.com About Terraform Labs Terraform Labs Pte. Ltd. -- https://www.terra.money -- is a startup that created Terra, a blockchain protocol and payment platform used for algorithmic stablecoins. It was co-founded by Do Kwon and Daniel Shin in 2018 in Seoul, South Korea. Terraform Labs introduced its first cryptocurrency token, TerraUSD, in 2019. Investment firms like Arrington Capital, Coinbase Ventures, Galaxy Digital, and Lightspeed Venture Partners helped Terraform Labs raise more than $200 million. The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022 caused the temporary suspension of the Terra network, wiping out over $45 billion in market capitalization in a single week. Both of Terra Form Labs' founders have encountered legal problems as a result of the devaluation of the company's currency. In September 2022, South Korean prosecutors filed a warrant for Do Kwon's arrest. He was also added to Interpol's Red Notice list, which urges other law enforcement to find and detain him. Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22, 2024. In the petition filed by Chris Amani, as chief executive officer, the Debtor estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by Zachary I Shapiro, Esq. at Richards, Layton & Finger, P.A. TERRAFORM LABS: Seeks to Hire Weil Gotshal & Manges as Counsel -------------------------------------------------------------- Terraform Labs Pte. Ltd. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Weil, Gotshal & Manges LLP as counsel. The firm will provide these services: a. take all necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; b. prepare on behalf of the Debtor, as debtor in possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's estate; c. take all necessary actions in connection with the Debtor's postpetition restructuring process, any chapter 11 plan and related disclosure statement, and all related documents, and such further actions as may be required in connection with the administration of the Debtor's estate; d. take all necessary actions to protect and preserve the value of the Debtor's estate; e. perform all other necessary legal services in connection with the prosecution of this Chapter 11 Case; provided, however, that to the extent Weil determines that such services fall outside the scope of services historically or generally performed by Weil as lead debtor's counsel in a bankruptcy case or as set forth in the next bullet, Weil will file a supplemental declaration; and f. represent the Debtor in connection with any potential appeals in the SEC Enforcement Action, including consultation regarding potential appellate litigation. The firm will be paid at these rates: Partners $1,595 to $2,350 per hour Associates $830 to $1,470 per hour Paraprofessionals $350 to $595 per hour Weil received payments and advances in the aggregate amount of $3,500,000 for professional services performed and to be performed, including in preparation for the commencement and prosecution of this Chapter 11 Case. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Weil represented the Debtors in the 12 months prior to the Petition Date. In 2022, Weil's hourly rates were $1,250 to $1,950 for partners and counsel, $690 to $1,200 for associates, and $275 to $495 for paraprofessionals. On Jan. 1, 2024, Weil adjusted its standard billing rates, as set forth above. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Weil has developed a prospective budget and staffing plan for this chapter 11 cases. Weil and the Debtors will review such budget following the close of the budget period to determine a budget for the following period, if needed. Ronit Berkovich, Esq., a partner at Weil, Gotshal & Manges LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ronit Berkovich, Esq. WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8534 Email: ronit.berkovich@weil.com About Terraform Labs Terraform Labs Pte. Ltd. -- https://www.terra.money -- is a startup that created Terra, a blockchain protocol and payment platform used for algorithmic stablecoins. It was co-founded by Do Kwon and Daniel Shin in 2018 in Seoul, South Korea. Terraform Labs introduced its first cryptocurrency token, TerraUSD, in 2019. Investment firms like Arrington Capital, Coinbase Ventures, Galaxy Digital, and Lightspeed Venture Partners helped Terraform Labs raise more than $200 million. The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022 caused the temporary suspension of the Terra network, wiping out over $45 billion in market capitalization in a single week. Both of Terra Form Labs' founders have encountered legal problems as a result of the devaluation of the company's currency. In September 2022, South Korean prosecutors filed a warrant for Do Kwon's arrest. He was also added to Interpol's Red Notice list, which urges other law enforcement to find and detain him. Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22, 2024. In the petition filed by Chris Amani, as chief executive officer, the Debtor estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by Zachary I Shapiro, Esq. at Richards, Layton & Finger, P.A. THREE DELUNA: Wins Cash Collateral Access on Final Basis -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Florida, Pensacola Division, authorized Three Deluna LLC to use cash collateral, on a final basis, in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to pay pay operating expenses and the costs of administering the Chapter 11 case. As previously reported by the Troubled Company Reporter, since January 2023, the Debtor received funding from various MCA funders that may claim an interest in the Debtor's accounts receivable and/or security interests in other assets of the Debtor. The MCA Funders are NRS Funding, Spring Funding, The LCF Group, Inc., Toast Capital/WebBank, Vanguard Merchant Capital, and Vend Lease, Div. of Leaf Capital. As of the Petition Date, the Debtor had cash in accounts totaling approximately $11,529 and the Debtor had no accounts receivable. The court said as adequate protection with respect to their interest in the cash collateral, the MCA Funders are granted replacement liens in all of the categories and types of collateral in which they held a security interest and lien as of the Petition Date to the same extent, validity and priority that it held as of the Petition Date. It will be an event of default if the Debtor exceeds the Variance without the prior written consent of the MCA Funders, which consent will not be unreasonably withheld; provided, however, in the event of a default, the Debtor's authority to use cash collateral will continue until any MCA Funder obtains an order by appropriate motion after notice and hearing requiring the Debtor to cease using cash collateral. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=h1FCIJ from PacerMonitor.com. The Debtor projects $228,875 in total income and $157,963 in total expenses. About Three Deluna, LLC Three Deluna, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30793) on Nov. 10, 2023, with $500,001 to $1 million in both assets and liabilities. Judge Jerry Oldshue oversees the case. Jodi Daniel Dubose, Esq., at Stichter Riedel Blain & Postler, P.A. represents the Debtor as legal counsel. TPT GLOBAL: Closes $92K Promissory Note With 1800 Diagonal ---------------------------------------------------------- Dated Feb. 7, 2024, but consummated on Feb. 12, 2024, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a Convertible Promissory Note totaling $92,000 and a Securities Purchase Agreement, according to TPT in a Form 8-K filed with the Securities and Exchange Commission. The 1800 Diagonal Feb 7 Note, upon the terms and subject to certain general limitations and conditions, bears an interest rate of 12%, 22% upon default, resulted in cash received by the Company of $75,000 net of expenses and discount. The Holder may convert the outstanding unpaid principal amount of the Note into restricted shares of Common Stock of the Company at a discount of 35% of the Market Price, as indicated or upon default. The lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this Note. The Company has initially reserved 750,000,000 shares of Common Stock for conversion pursuant to the 1800 Diagonal Feb 7 Note. As a condition of funding this 1800 Diagonal Feb 7 Note, the Company increased share reserves on previous 1800 Diagonal Lending Notes by 750,000,000. About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a technology holding company based in San Diego, California. The Company operates in various sectors including media, telecommunications, Smart City Real Estate Development, and the launch of the first super App, VuMe technology platform. As a media content delivery hub, TPT Global Tech utilizes its own proprietary global digital media TV and telecommunications infrastructure platform. TPT offers software as a service (SaaS), technology platform as a service (PAAS), and cloud-based unified communication as a service (UCaaS) solutions to businesses worldwide. Their UCaaS services enable businesses of all sizes to access the latest voice, data, media, and collaboration features. TPT Global reported a net loss attributable to the Company's shareholders of $61.50 million for the year ended Dec. 31, 2022, compared to a net loss attributable to the Company's shareholders of $4.02 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $1.05 million in total assets, $34.02 million in total liabilities, $58.25 million in mezzanine equity, and a total stockholders' deficit of $91.21 million. Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2016, issued a "going concern" qualification in its report dated May 16, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. "Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of September 30, 2023, we had an accumulated deficit totaling $109,549,957. This raises substantial doubts about our ability to continue as a going concern," said TPT in its Quarterly Report for the period ended Sept. 30, 2023. TPT GLOBAL: Inks Mobile TV Broadcast Content Partnership With Boss ------------------------------------------------------------------ TPT Global Tech, Inc. announced the company has entered in a Mobile TV Broadcast Content Collaboration Partnership with Houston's based Boss Productions, an acclaimed leader in the entertainment production industry. This groundbreaking "VuMe Super App" Prelaunch collaboration with TPT Global Tech will enhance the company, a move that promises to transform the way entertainment content is delivered globally. Introducing the Vume Super App The "Vume Super App", developed by TPT Global Tech, is a comprehensive digital platform designed to provide a seamless and immersive entertainment experience. It features live global mobile TV broadcasting, social media content generation, and interactive user engagement capabilities. This multifaceted app offers an array of functionalities including real-time streaming, on-demand content, interactive social media features, and a user-friendly interface, making it an all-encompassing solution for modern entertainment needs. Enhancing Boss Productions' Events Worldwide Boss Productions has been at the forefront of producing unique and engaging events. Their repertoire includes Yacht racing from Massachusetts to the Caribbean, Celebrity Pro-am golf tournaments, Live professional boxing, "The Show," a dynamic entertainment event known for its innovation; "Black Vegas," a fusion of music, culture, and entertainment; the Caribbean Celebrity All-Star Jam Basketball Weekend, a blend of sports and entertainment; the "Films on I.C.E." Film Festival, showcasing independent and creative cinematic works; the HBCU Caribbean Classic Men's Black College Basketball Tournament; and the "Riviera Maya" International Film Festival. These events have not only entertained but also enriched the cultural landscape. This partnership with TPT Global Tech and the "VuMe Super App" marks a significant milestone in digital entertainment. By integrating Boss Productions' content into the "VuMe Super App", the collaboration promises to offer users an enriched experience with access to live broadcasts, exclusive content, and interactive social media engagements. The synergy between Boss Productions' creative content and the "VuMe Super App's" technological capabilities is poised to elevate the entertainment experience for audiences globally. For Boss Productions, this partnership offers an unparalleled opportunity to expand its audience reach and showcase its events on a global scale. For TPT Global Tech and :"VuMe", incorporating Boss Productions' content significantly enhances the VuMe's appeal, setting a new benchmark in digital entertainment. Together, Boss Productions and TPT Global Tech are redefining the landscape of digital entertainment, promising exciting and innovative experiences for users worldwide. Through this partnership, Boss Productions will leverage the VuMe's advanced features to amplify its event offerings. The app's live broadcasting capability means that events such as "The Show," "Black Vegas," and the "Riviera Maya" International Film Festival can be streamed in real-time to a global audience, breaking geographical barriers and expanding their reach. Additionally, the app's social media functionalities will allow for greater audience engagement, enabling users to interact with the content, share their experiences, and connect with others. The on-demand feature of the app ensures that Boss Productions' events are accessible anytime and anywhere, providing flexibility and convenience to users. The interactive capabilities of the app, such as voting, commenting, and sharing, will further engage audiences, creating a dynamic and participatory experience. Comments from the CEOs Derrick Woods, CEO of Boss Productions, shared their vision for the partnership: "This collaboration with TPT Global Tech and the integration of our content with the VuMe Super App is a game-changer for us. It allows us to bring our events to a global audience in real-time and interact with them in unprecedented ways." The CEO of TPT Global Tech, Stephen J. Thomas III also commented: "The VuMe Super App is designed to be a leader in digital entertainment, and partnering with Boss Productions is a key step in achieving this. Their exciting event content, combined with our app's capabilities, will offer users a unique and enriched entertainment experience." About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a technology holding company based in San Diego, California. The Company operates in various sectors including media, telecommunications, Smart City Real Estate Development, and the launch of the first super App, VuMe technology platform. As a media content delivery hub, TPT Global Tech utilizes its own proprietary global digital media TV and telecommunications infrastructure platform. TPT offers software as a service (SaaS), technology platform as a service (PAAS), and cloud-based unified communication as a service (UCaaS) solutions to businesses worldwide. Their UCaaS services enable businesses of all sizes to access the latest voice, data, media, and collaboration features. TPT Global reported a net loss attributable to the Company's shareholders of $61.50 million for the year ended Dec. 31, 2022, compared to a net loss attributable to the Company's shareholders of $4.02 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $1.05 million in total assets, $34.02 million in total liabilities, $58.25 million in mezzanine equity, and a total stockholders' deficit of $91.21 million. Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2016, issued a "going concern" qualification in its report dated May 16, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. "Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of September 30, 2023, we had an accumulated deficit totaling $109,549,957. This raises substantial doubts about our ability to continue as a going concern," said TPT in its Quarterly Report for the period ended Sept. 30, 2023. TRITON WATER: Moody's Affirms 'B3' CFR & Alters Outlook to Positive ------------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Triton Water Holdings, Inc., including the company's B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 existing senior secured first lien term loan rating, and Caa2 existing senior unsecured notes rating. Additionally, Moody's assigned a B2 rating to Triton's new proposed $300 million first lien incremental senior secured term loan. The rating outlook was changed to positive from stable. Proceeds from the new term loan will be used to fund a distribution to shareholders of approximately $300 million. Moody's views the dividend as credit negative because it evidences an aggressive financial policy that prioritizes shareholder distributions to its financial sponsor at the expense of creditors. However, even with the additional debt, Moody's expects that leverage will peak in the low to mid 5x range, which is well below historical levels. Moody's also recognizes that the company is progressing well in improving its operating performance, growing revenues and operating margins, and reducing leverage through EBITDA growth and expects credit metrics to improve going forward. Absent a dividend, Moody's projects the company can generate about $250 million of cash from operations less capital spending annually. The company benefits from positive secular trends for consuming clean water, a diverse customer base, leading market position, and leading regional brands in the US retail bottled water category which continue to grow. For these reasons, Moody's changed the rating outlook to positive from stable. The ratings affirmation reflects that Triton's aggressive financial policies creates event risk and uncertainty whether the company will sustainably reduce leverage and generate positive free cash flow. Although the company is currently meeting some of the upgrade factors, free cash flow is negative for the 12 months ended September 2023 and Moody's expects that free cash flow will be restrained by the aggressive dividend payout strategy. Moody's expects the additional debt from the incremental term loan will add about a half a turn to financial leverage with debt to EBITDA reaching approximately 5.25x pro-forma for the transaction. RATINGS RATIONALE Triton's B3 CFR reflects its low product diversity, weak free cash flow, and high debt/EBITDA leverage which will increase from 4.9x (on a Moody's adjusted basis) as of September 30, 2023 to around 5.25x pro-forma for the dividend transaction. In addition, coverage as measured by EBITDA minus capex to interest will weaken to below 1.5x with the additional debt. Category volumes are also softening and growing both volume and the EBITDA margin over the next 12-18 months will be challenging amid pressure on consumer spending and a possible promotional environment. The ratings also reflect Triton's aggressive financial policy under private equity ownership. The bottled water category is highly competitive with substantial private label penetration. Within branded bottled water, Triton also competes with more diversified and financially stronger companies in the North America beverages sector that have greater capacity to fund sustainability investments and more negotiating leverage with retailers. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Notwithstanding a credit negative debt funded dividend, the positive outlook reflects Moody's expectation that Triton will continue to grow its scale and improve operating performance which could lead to positive free cash flow over the next 12-18 months. The company is also expected to maintain good liquidity including healthy cash balances and a large revolver, which should see increasing availability after reaching a seasonal peak in the next quarter. This provides flexibility to execute on growth opportunities and invest in earnings growth initiatives. A rating downgrade could occur if the company's operating performance weakens because of factors such as lower volumes or pricing, supply chain disruptions or higher costs. A rating downgrade could also occur if debt/EBITDA is sustained above 8.0x, liquidity deteriorates, free cash flow fails to turn positive or if the company pursues a more aggressive financial policy. A rating upgrade could occur if Triton is able to improve operating performance, including sustained organic revenue growth and a stable to higher EBITDA margin. The company would also need to sustainably generate comfortably positive free cash flow, maintain good liquidity, and maintain a financial strategy that results in debt/EBITDA sustained below 6.5x, and EBITDA minus capex to interest coverage approaching or above 1.5x. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Soft Beverages published in September 2022. COMPANY PROFILE Headquartered in Stamford, Connecticut, Triton Water Holdings, Inc., produces and sells regional spring water and purified national water brands, through retail sales channels and through its ReadyRefresh(R) direct-to-consumer and office delivery services. Triton's key retail brands include Arrowhead(R), Deer Park(R), Ice Mountain(R), Ozarka(R), Poland Spring(R), Zephyrhills(R), Pure Life(R), Saratoga, and Splash. Net sales for the trailing twelve months as of September 30, 2023 were approximately $4.7 billion. The company is owned by private equity firms One Rock Capital Partners and Metropoulos & Co. following a $4.3 billion acquisition from Nestle in March 2021. TRITON WATER: S&P Affirms 'B' ICR, Rates $300MM Term Loan 'B' ------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on U.S.-based Triton Water Holdings Inc. and assigned its 'B' issue-level rating to the proposed $300 million term loan B (TLB). The recovery rating on the proposed notes is '3', reflecting its expectation for meaningful recovery (50%-70%; rounded estimate 55%) in the event of a payment default. S&P said, "We also affirmed our 'B' issue-level rating on the existing first-lien term loan with a '3' recovery rating and 'CCC+' rating on the senior unsecured notes with a recovery rating of '6' indicating our expectation for negligible (0%-10%; rounded estimate 0%) recovery in the event of a payment default. "The stable outlook reflects our expectation that Triton will continue to improve performance and modestly grow EBITDA over the next 12 months. "We expect leverage will improve to the mid-4x area over the next 12 months following the proposed transaction after Triton nearly doubled its EBITDA in 2023. "Triton deleveraged to about 4.7x in 2023 (pre-transaction) from over 8x in 2022 after significantly improved performance following numerous challenges separating from Nestle. We think Triton is now better positioned to operate as a stand-alone entity after significant infrastructure, technology, and restructuring investments. We expect these investments should lead to greater operating efficiencies as well as revenue and EBITDA growth, and we expect lower operating costs and capital expenditures (capex) compared to the past few years will lead to greater free operating cash flow (FOCF). Furthermore, Triton may become more selective with its marketing and advertising dollars to improve EBITDA margin and increase operating efficiencies. This may limit near-term top line growth prospects, though ultimately, we think it will contribute to EBITDA expansion over the next 12 months. Despite adding $300 million of debt with the proposed transaction, we believe leverage will be similar to 2023 year-end leverage pre-transaction due to improved profitability. This includes our expectation that the company will use FOCF to repay the $90 million borrowed against its asset-based lending facility (ABL), which was used to partly fund a $230 million dividend in the fourth quarter." Profitability reflects improved volumes, stable raw material costs, and lower operating expenses in 2024. S&P said, "Given decelerating inflation, we expect volumes will improve in the low-single-digit percent area throughout 2024 as we expect Triton will engage in promotions in order to compete with private-label products and increase market share. While we believe Pure Life, Triton's largest national brand, resonates with consumers as an affordable product, private-label products gained almost 200 basis points (bps) of share in the North American bottled water category in 2023 according to data from Euromonitor. In contrast, Pure Life only recovered about 30 bps since losing share in 2022. Triton's regional brand shares remained relatively flat; however, these brands are priced at a discount to products such as Dasani and Aquafina, both of which lost share in 2023. Ultimately, we think competition from private-label products will remain high given the cheaper price point, but we expect Triton's recent market share gains in Pure Life will persist. We also believe its regional brands will start to gain modest share as increased consumer trade-down becomes less of a risk and consumers purchase branded water bottle products later in the year and thereafter. Additionally, the company is exposed to commodity cost inflation given its significant exposure to resin, though we believe costs will remain relatively in line with levels in the back half of 2023; we also recognize the company hedges about 75% of its exposure. Furthermore, lower operating expenses compared to historical costs will be a tailwind to EBITDA growth." Aggressive financial policy due to financial-sponsor ownership is a meaningful ratings factor. S&P said, "Despite improved growth prospects and expectations for lower leverage, we continue to believe financial sponsors, One Rock Capital Partners and Metropoulous & Co., would likely increase leverage in order to pursue additional shareholder distributions or mergers and acquisitions (M&A). Our base case does not contemplate any M&A, though we cannot rule out the possibility of material debt-financed M&A. "The stable outlook reflects our expectation for higher sales and EBITDA such that S&P Global Ratings-adjusted leverage falls below 5x in 2024." S&P could lower its ratings if S&P Global Ratings-adjusted leverage is sustained above 7.5x. This could happen if: -- The company's financial policy becomes more aggressive, with further significant debt-financed shareholder distributions or acquisitions; -- There is intense competition from private-label products or premium-priced rivals resulting in lower demand for the company's products; -- The company loses major customers; or -- Performance declines considerably, possibly driven by operational missteps. While unlikely, S&P could take a positive rating action if it believes financial policy will become significantly less aggressive, including a credible commitment from the company to sustain leverage below 5x. This could happen if: -- The company refrains from transacting significant debt-financed shareholder distributions or M&A; -- Satisfactory profitability is sustained; -- Volumes improve and its brands take greater share from private-label. TRIUMPH GROUP: Offers to Buy a Portion of Its 9.000% Senior Notes ----------------------------------------------------------------- Triumph Group, Inc. announced that it has commenced an offer to purchase for cash up to $580,000,000 of its outstanding 9.000% Senior Secured First Lien Notes due March 14, 2028, with a portion of the net cash proceeds that it will receive from its previously announced sale of its product support business. The Asset Sale Offer is being made pursuant to the indenture governing the Notes, dated as of March 14, 2023 and the Asset Sale Offer to Purchase, dated Feb. 16, 2024, which more fully sets forth the terms and conditions of the Asset Sale Offer. The Asset Sale Offer will expire at 5:00 p.m., New York City time, on March 18, 2024, unless extended or earlier terminated by the Company, with an early tender deadline of 5:00 p.m., New York City time, on March 4, 2024, unless extended or earlier terminated by the Company. Under the terms of the Asset Sale Offer, holders of the Notes who validly tender (and do not validly withdraw) their Notes on or prior to the Early Tender Date, and whose Notes are accepted for purchase by the Company, will receive the "Asset Sale Consideration," which will be equivalent to $1,000 per $1,000 principal amount of Notes tendered. Holders validly tendering their Notes between the day following the Early Tender Date and on or prior to the Expiration Date will only be eligible to receive the "Tender Offer Consideration," which will be equal to $990 per $1,000 principal amount of Notes tendered. In addition, Holders whose Notes are accepted for purchase by the Company will receive a cash payment representing the accrued and unpaid interest on those Notes from the applicable last interest payment date to, but not including, the applicable Payment Date (as defined in the Offer to Purchase) ("Accrued Interest"). The Asset Sale Consideration or the Tender Offer Consideration, as applicable, and any Accrued Interest, in each case, will be paid in cash to Holders whose Notes are accepted for purchase by the Company. If the Asset Sale Offer is oversubscribed, the Company will accept for purchase Notes on a pro rata basis as set forth in the Offer to Purchase. On Feb. 6, 2024, the Company issued a notice of conditional redemption in respect of $120,000,000 of the Notes to be redeemed on March 4, 2024 at a redemption price of 103.00% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, to, but not including the date of redemption. Pursuant to the procedures set forth under the Indenture, by The Depository Trust Company ("DTC") and brokers for the Holders of the Notes, any Notes selected to be redeemed pursuant to said redemption will not be eligible to be tendered pursuant to the Asset Sale Offer. The redemption of the Notes is conditioned upon the consummation of the Sale. Pursuant to the Indenture, the Company is permitted, but not obliga ted, to issue a second notice of redemption in respect of up to $120,000,000 of the Notes, with such redemption date to be on or after March 15, 2024 at a redemption price of 103.00% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, to, but not including the date of redemption. The redemption prices described above for the Notes are higher than what Holders who tender their Notes pursuant to the Asset Sale Offer will receive as the Asset Sale Consideration and the Tender Offer Consideration, as applicable. 9.000% Senior Secured First Lien Notes due March 14, 2028 Title of Security: 9.000% Senior Secured First Lien Notes due March 14, 2028 CUSIP No.: 144A: 896818 AU5 Reg S: U8968G AH7 IAI: 869818 AV3 ISIN: 144A: US896818AU56 Reg S: USU8968GAH75 IAI: US896818AV30 Outstanding Aggregate Principal Amount: $1,200,000,000 Asset Sale Consideration: $1,000.00 plus accrued and unpaid interest, if any, to the purchase date Tender Offer Consideration: $990.00 plus accrued and unpaid interest, if any, to the purchase date Tendered Notes may be validly withdrawn any time on or prior to 5:00 p.m., New York City time, on March 4, 2024, unless extended or earlier terminated by the Company. Notes validly tendered after the Withdrawal Date may not be withdrawn (except in limited circumstances where additional withdrawal rights are required by law, as determined by the Company in its sole discretion). The Asset Sale Offer is subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase. The Company reserves the right, subject to applicable law, to (a) terminate the Asset Sale Offer, (b) waive any or all conditions to the Asset Sale Offer, (c) extend the Early Tender Date, the Withdrawal Date and/or the Expiration Date or (d) otherwise amend the Asset Sale Offer at any time (including the aggregate principal amount of Notes to be purchased in the Asset Sale Offer). Notwithstanding any of the foregoing, the Company does not intend to waive or modify the condition in the Asset Sale Offer that the Sale has been consummated. The complete terms and conditions of the Asset Sale Offer are set forth in the Offer to Purchase. Holders are urged to read the Offer to Purchase carefully. The Company has engaged U.S. Bank Trust Company, National Association to act as depositary and paying agent for the Asset Sale Offer. Persons with questions or requests for documents regarding the Asset Sale Offer should contact the Depositary at (800) 934-6802, or by email at cts.specfinance@usbank.com. About Triumph Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. -- http://www.triumphgroup.com-- designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerospace and defense systems, components and structures. The company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators. * * * As reported by the TCR on Dec. 27, 2023, Moody's Investors Service placed the Caa1 Corporate Family Rating and the Caa1-PD Probability of Default Rating of Triumph Group, Inc. on review for upgrade following the announcement on December 21, 2023, that Triumph agreed to sell its Product Support business to AAR CORP. (unrated) for $725 million. Moody's said the review for upgrade of the CFR and PDR will consider the benefits to the company's financial leverage, liquidity and refinancing risk that will accrue by retiring debt with the sale proceeds. As reported by the TCR on Dec. 8, 2023, S&P Global Ratings revised its outlook to positive from stable and affirmed the 'CCC+' issuer credit rating on Triumph Group Inc. S&P expects management to remain focused on deleveraging the balance sheet; however, there remains some risk around the company's upcoming maturity of its 2025 unsecured notes. TROIKA MEDIA: Cleared for $51 Million Sale to Blue Torch Finance ---------------------------------------------------------------- Ben Zigterman of Law360 reports that the marketing firm Troika Media Group received final approval Tuesday of its $11 million debtor-in-possession loan from secured lender Blue Torch Finance, and for its $51 million credit sale to Blue Torch. About Troika Media Group Troika Media Group, Inc., a New York-based company and its affiliates, operate a media advertising professional services company. Troika Media Group's core asset is the business segment run by Converge Direct, LLC, which Troika Media Group acquired in March 2022 for $125 million. Converge is a data-and-audience-centric media buying agency. It differentiates itself from the typical agency model in favor of deeper engagement with its clients and investing in its own lead generating activities. Converge provides complementary services such as advertising strategy and customized advertising campaigns, utilizing its proprietary attribution analytics software tool, Helix. Troika Media Group and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 23-11969) on Dec. 7, 2023. As of Oct. 31, 2023, Troika Media Group had total assets of $86.5 million and total debt of $130.7 million. Judge David S. Jones oversees the cases. The Debtors tapped Willkie Farr & Gallagher, LLP as legal counsel; Jefferies, LLC as investment banker; and Arete Capital Partners, LLC as financial advisor. Kroll Restructuring Administration, LLC is the notice, claims, solicitation and balloting agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by McDermott Will & Emery, LLP. King & Spalding represents the lenders and the agents under the Debtors' prepetition secured credit facility and the lenders and the agents under the Debtors' debtor-in-possession financing facility. U.S. ANESTHESIA: S&P Alters Outlook to Stable, Affirms 'B' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on U.S. Anesthesia Partners Holdings Inc. (USAP) to stable from negative and affirmed its 'B' rating. S&P also affirmed its 'B' rating on the first-lien term loan and 'CCC+' rating on the second-lien term loan. The stable outlook reflects S&P's expectation that the labor situation in Colorado is nonrecurring, the company will reduce its temporary staffing usage, and effectively manage its labor challenges such that it maintains EBITDA margin in 11%-12% range and adjusted leverage between 6.5x and 7.5x for the next few years. USAP delivered strong operating performance in 2023, primarily due to volume increases and despite higher staff costs. USAP delivered strong performance in 2023, primarily from strong volume during the period. S&P expects high-single-digit percent volume increases for 2024, moderating to mid-single digits in 2025 and beyond. USAP continues to face higher staff costs amid the still-tight labor market. In the second quarter of 2022, USAP modified its physician compensation model in its third-largest market, Colorado, to a hybrid model incorporating elements of both direct compensation and standard partner model to address adverse labor market issues that raised staff costs. In other markets, USAP continues to recruit to reduce elevated locums and premium pay levels. S&P expects higher subsidies paid by hospitals and the variable compensation model to help mitigate a portion of higher staffing costs. USAP has already increased subsidies to 13% of revenues year to date as of September 2023 from 9.5% in 2022. The U.S. Federal Trade Commission (FTC) complaint against USAP and financial sponsor Welsh Carsen raises risk. The September 2023 complaint in federal district court alleged USAP and Welsh Carson engaged in anticompetitive conduct through roll-up acquisitions completed over years, price-setting arrangements between USAP and other competitors, and an agreement between USAP and one of its competitors to allocate markets, which monopolized the anesthesiology market in Texas and drove up prices in the region. In November 2023, USAP and Welsh Carsen filed motions to dismiss the case. For now, S&P assumes $20 million of legal costs in its base-case forecasts. While the outcome is uncertain, in a worst-case scenario, there is a risk USAP may need to divest some of its business in Texas. S&P said, "Although reimbursement risk is indirect, we believe USAP is still exposed to adverse reimbursement changes by private or public payers. We expect reimbursement pressure to persist in 2024, reflected in a 3.7% Medicare Physician Fee Schedule (MPFS) rate cut after a 2% cut in 2023. However, we believe the impact will be minimal because only about 12% of USAP's revenue comes from Medicare, and we expect it will be partially offset by flat to low-single-digit percent increases from commercial payers (which contribute 80% of revenue). A variable physician compensation model gives USAP cost flexibility to mitigate other adverse reimbursement events, minimalizing impact on EBITDA margins. "We expect a small free cash flow surplus in 2023 and estimate free cash flow to debt close to 3% in 2024.We expect free cash flow of $20 million-$25 million for the full year 2023. It to improve in 2024 despite higher clinician and non-clinician compensation costs and interest expenses. We expect working capital to improve as USAP focuses on reducing Days in Sales Outstanding (DSOs), but it likely will remain an outflow in 2023 and 2024. We estimate free operating cash flow to debt in the 1%-2% range in 2023 but improving to above 2.5% in 2024 due to better operating performance from strong volumes, moderation in labor costs, and possible reduction in interest expense if there's a rate cut. USAP entered an interest rate cap on its first-lien and second-lien term loan debt in December 2022 at a three-month SOFR of 5.5%, maturing in March 2025, providing some protection against further interest rate increases. "The stable outlook reflects our expectation that the situation in Colorado is nonrecurring, USAP will reduce its temporary staffing usage, and effectively manage its labor challenges such that it maintains EBITDA margin between 11% and 12% and adjusted leverage between 6.5x and 7.5x for the next few years. "We could lower our rating on USAP if margins decline more than 200 basis points, most likely due to lower-than-expected volumes and higher staff costs. Under this scenario, we would expect adjusted free cash to debt will decline below 2.5% or adjusted leverage to remain sustainably above 8x." This could occur if: -- USAP cannot offset compensation costs with higher subsidies from hospitals; -- It cannot increase payer rates; and -- Penalties by the FTC or mandatory divestitures in Texas reduce profit and negotiation power with payers. S&P said, "While unlikely at this time, we could raise our rating if USAP reduces leverage below 5x. We view this as unlikely because it would require the company to prioritize debt repayment overgrowth and shareholder returns. "Governance is a moderately negative consideration. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns. Social factors are, on balance, neutral." Although anesthesia services are subject to the risk of surprise billing legislation, USAP's out-of-network exposure is limited, providing some insulation against this risk. UNIVERSAL-1 IMPORTS: Hires Susan D. Lasky PA as Bankruptcy Counsel ------------------------------------------------------------------ Universal-1 Imports, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Susan D. Lasky PA to serve as legal counsel in their Chapter 11 cases. The firm's services include: a. advising the Debtors regarding their powers and duties and the continued management of their financial affairs; b. advising the Debtors with respect to their responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and with the rules of the court; c. preparing legal papers; d. protecting the interest of the Debtors in all matters pending before the court; and e. representing the Debtors in negotiation with their creditors in the preparation of a Chapter 11 plan. Susan D. Lasky will be paid at these rates: Attorneys $400 per hour Paralegals $200 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. As disclosed in court filings, Susan D. Lasky is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Susan D. Lasky, Esq. SUSAN D. LASKY PA 320 S.E. 18th St Ft. Lauderdale, FL 33316 Telephone: (954) 400-7474 Facsimile: (954) 206-0628 Email: Sue@SueLasky.com About Universal-1 Imports, Inc. Universal-1 Imports, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11338) on Feb. 13, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge Scott M Grossman presides over the case. Susan D. Lasky, Esq. at Susan D. Lasky PA represents the Debtor as counsel. VAZQUEZ & RIVERA: Hires Joyce W. Lindauer as Bankruptcy Counsel --------------------------------------------------------------- Vazquez & Rivera, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Joyce W. Lindauer Attorney, PLLC to serve as legal counsel in its Chapter 11 case. The firm's hourly rates are as follows: Joyce W. Lindauer, Esq. $495 per hour Sydney Ollar, Esq. $295 per hour Laurance Boyd, Esq. $250 per hour Dian Gwinnup $225 per hour The Debtor paid a filing fee of $11,738. Joyce Lindauer, Esq., the owner of the law firm, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joyce W. Lindauer, Esq. Kerry S. Alleyne, Esq. Guy H. Holman, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 Email: joyce@joycelindauer.com About Vazquez & Rivera, Inc. Vazquez & Rivera, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-30327) on Feb. 2, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge Michelle V Larson presides over the case. Joyce W. Lindauer, Esq. at Joyce Lindauer, Attorney represents the Debtor as counsel. VERDE RESOURCES: J&S Associate PLT Raises Going Concern Doubt ------------------------------------------------------------- Verde Resources, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended June 30, 2023, that J&S Associate PLT, the Company's independent auditor, expressed substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm, J&S Associate PLT said, "The Company has generated recurring losses and suffered from an accumulated deficit of $10,292,430 as of June 30, 2023. These matters raise substantial doubt about the Company's ability to continue as a going concern." The Company recorded a net loss of $3,998,960 and $3,954,414 for the years ended June 30, 2023, and 2022, respectively. The Company's plan for continuing as a going concern included improving its profitability, and obtaining additional debt financing, loans from existing directors and shareholders and private placements of capital stock for additional funding to meet its operating needs. There can be no assurance that the Company will be successful in its plans or in attracting equity or alternative financing on acceptable terms, or if at all. As of June 30, 2023, the Company had $38,823,545 in total assets, $2,603,009 in total liabilities, and $36,220,536 in total stockholders' equity. A full-text copy of the Company's Form 10-K/A is available at http://tinyurl.com/2p9rcc5d About Verde Resources Inc. St. Louis, MO-based is currently engaged in the production and distribution of renewable commodities, distribution of THC-free cannabinoid (CBD) products, and real property holding. However, the Company has been undergoing a restructuring exercise to shift its focus towards renewable energy and sustainable development with the world faced with challenges of climate change and environmental dehydration. WEWORK INC: Ditches Phoenix Offices After Filing Chapter 11 ----------------------------------------------------------- Dana Bartholomew of The Real Deal reports that a bankrupt WeWork is whittling down its co-working offices in Phoenix, with one landlord engaged in a legal battle over unpaid rent. The New York-based co-working firm has filed plans to bail out of a lease at 101 East Washington Street; is in a rent dispute at 2425 East Camelback Road; will not reoccupy former offices at 101 North First Avenue; and has ditched a floor at 430 North Scottsdale Road in Tempe, the Phoenix Business Journal reported. In November 2023, the startup once valued at $47 billion filed for Chapter 11 bankruptcy protection, allowing it to get out of money-losing leases without paying much, if anything, to its landlords. Other creditors stand to get pennies on the dollar. Since then, WeWork has faced or made nearly 1,300 court filings, while filing notice of its intent to reject 92 of its leases, according to a spokesperson. The firm also said it has made "substantial progress" in its lease renegotiations, saving more than $1.5 billion. Late last month, January 2024, the firm informed a bankruptcy judge of plans to reject its lease on February 7, 2024 for 45,000 square feet of offices at the mixed-use Block 23 at CityScape at 101 East Washington Street, in Downtown Phoenix. It expects to abandon furniture, fixtures and equipment in the building owned by City Office REIT, according to the Business Journal. Last month, an affiliate of New York-based Monarch Alternative Capital filed a motion with the bankruptcy court to force WeWork to pay $195,724 in unpaid rent, taxes and operating expenses for the month for 54,000 square feet of offices at the Esplanade at 2425 East Camelback Road, in Biltmore. A hearing is set for February 20, 2024. Since it filed for bankruptcy last fall, WeWork has given up half its 68,000 square feet at the Watermark offices at 430 north Scottsdale Road in Tempe, owned by Los Angeles-based Fenix Development. WeWork also rejected its lease for more than 50,000 square feet of offices at 101 North at 101 North First Avenue, in Downtown Phoenix. The firm is not looking to reoccupy or lease the former digs, its owner said last month. Todd Gooding, owner of Portland-based developer ScanlanKemperBard, told the Business Journal in November that it had locked WeWork out of its building for failure to make lease payments prior to its bankruptcy filing. About WeWork Inc. New York, NY-based WeWork Inc. is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6, 2023. In its petition, WeWork Inc. reported $19 billion of liabilities and $15 billion of assets. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; and PJT Partners LP as investment banker. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP as legal counsel and Houlihan Lokey Capital as financial advisor. The Ad Hoc Group of First Lien and Second Lien Lenders is represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig LLP (Alan Brody) as legal counsel and Ducera Partners LLC as financial advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. WEWORK INC: Spiro Helps Neuman on Plan to Buy Back Company ---------------------------------------------------------- Justin Wise of Bloomberg Law reports that Alex Spiro, the brash lawyer who was at billionaire Elon Musk's side in his takeover of Twitter Inc., is aiding Adam Neumann's bid to buy back WeWork Inc. Spiro, a partner at Quinn Emanuel Urquhart & Sullivan, began working as Neumman's counsel towards the end of 2023, a person familiar with the matter said. Neumann, a founder of WeWork, and other investors including Dan Loeb's Third Point are exploring an offer to purchase the co-working space provider out of bankruptcy. Neumann’s real estate startup, Flow, and the other investors are looking to potentially buy the entire company or its assets, according to a February 5, 2024 letter authored by Spiro and seen by Bloomberg Law. Spiro's involvement in Neumann's WeWork bid comes more than a year after he helped Musk in the $44 billion takeover of X, formerly known as Twitter, where he played an active role in the sweeping overhaul of the social media platform's operation. Spiro’s list of high-profile clients also includes Jay-Z and Megan Thee Stallion. Spiro and a spokeperson for Neumann did not immediately comment. Quinn Emanuel restructuring practice head Susheel Kirpalani and partner Benjamin Finestone are also working with Spiro on the representation. Spiro's work with Neumann on a potential transaction suggests there's an interest from the litigator in the corporate and activist space. He told the New Yorker last July 2023 that he's been approached to lead an activist hedge fund, but he questioned if such a job would interest him as much as trial work. The letter authored by Spiro claimed the effort by Neumann and others has so far been thwarted by WeWork's failure to engage with "what is intended to be a value-maximizing transaction" for all stakeholders. Neumann led WeWork, the office leasing startup that once reached a valuation of $47 billion, until 2019, when he was forced out of the company after its failed effort at an initial public offering. He is still worth an estimated $1.7 billion, according to the Bloomberg Billionaires Index. His startup, Flow, which will operate multifamily residential properties, has received $350 million in funding from the venture capital firm Andreessen Horowitz. WeWork, represented by Kirkland & Ellis, filed for Chapter 11 bankruptcy protection in New Jersey in November 2023, listing $19 billion of liabilities and $15 billion of assets. The company said in a statement to Bloomberg News that it receives expressions of interest from outside parties on a regular basis, which its advisers review "with a view to acting in the best interests of the company." Spiro continues to work closely with Musk, including leading the Tesla CEO's defense in a trial on shareholders' charge that Musk defrauded them when he once tweeted he'd secured funding to take Tesla private. A federal jury cleared Musk in February 2023. Separately, Spiro has represented Charlie Javice, the entrepreneur accused of defrauding JPMorgan Chase & Co. in its $175 million purchase of her college-loan-planning site. A court filing unsealed in that case showed Spiro's billing rate is $2,025 per hour. About WeWork Inc. New York, NY-based WeWork Inc. is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6, 2023. In its petition, WeWork Inc. reported $19 billion of liabilities and $15 billion of assets. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; and PJT Partners LP as investment banker. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP as legal counsel and Houlihan Lokey Capital as financial advisor. The Ad Hoc Group of First Lien and Second Lien Lenders is represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig LLP (Alan Brody) as legal counsel and Ducera Partners LLC as financial advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. WHITESTONE UPTOWN: Court OKs Cash Collateral Access Thru March 19 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, authorized Whitestone Uptown Tower, LLC, a/k/a Pillarstone Capital REIT Operating Partnership to use cash collateral, on an interim basis, in accordance with the budget. The Debtor's right to use cash collateral will terminate on the earlier to occur of the following: (a) an order of the Court terminating the use of cash collateral; or (b) March 19, 2024 at 11:59 p.m., unless otherwise extended by consent of the parties or order of the Court, in which case a budget for the extended period will be provided to Lender and filed with the Court. As adequate protection, RSS MSBAM2013-C13-TX WUT, LLC is granted replacement security interests and liens of the same extent, validity, and priority as the Pre-Petition Liens in the Collateral and on any other of the Debtor's assets and property. The Replacement Liens include, without limitation, liens on all cash, including Cash Collateral generated or received by the Debtor after the Petition Date. The Replacement Liens are deemed valid, binding, enforceable and perfected upon entry of the Order and no further notice, filing, recording or order will be required to validate or perfect the Replacement Liens. The Replacement Liens are subordinated to fees payable pursuant to 28 U.S.C. Section 1930(a)(6). The Debtor has agreed to make an adequate protection payment to Lender on December 15, 2023 in the amount of $60,000 for the month of December 2023 and in the same amount on the fifteenth day of each month thereafter. To the extent of the aggregate Diminution of Value, if any, of their respective interests in the Collateral, Lender is granted, in addition to claims under 11 U.S.C. Section 503(b), an allowed superpriority administrative expense claim pursuant to 11 U.S.C. Section 507(b) in the Debtor's chapter 11 case. A final hearing on the matter is set for March 19 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=hvjPfw from PacerMonitor.com. About Whitestone Uptown Tower, LLC Whitestone Uptown Tower, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32832) on December 1, 2023. In the petition signed by Bradford Johnson, authorized representative, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Michelle V Larson oversees the case. Joyce Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, represents the Debtor as legal counsel. WORLD SECURITY: Claims Will be Paid from Future Income ------------------------------------------------------ World Security Services, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Disclosure Statement and Chapter 11 Plan dated February 13, 2024. The Debtor operates a security and surveillance business in Caguas, Puerto Rico. It provides services to pharmacies, condominiums, residential communities, among other clients. Before filing for bankruptcy, the Debtor managed its own professional and personal financial affairs. The Debtor is still managing its financial affairs but with the assistance and advice of the professionals retained in the instant case. The Debtor is seeking to restructure its debt obligations due to an unsuccessful payment arrangement with the Puerto Rico Department of Treasury. Additionally, there is a request to settle debts with the US Department of Labor. Class 1 consists of General Unsecured Claims. The Debtor will make 48 monthly installment payments in the amount of $500.00 upon the effective date of the plan. On month number forty-nine of the plan, the debtor will commence $2,800.00 monthly payments. This Class is impaired. Class 2 consists of Equity Interest Holders. There will be no distribution to this class. The Plan will be implemented as required under sec. 1123(a)(5) of the Code. Payments and distributions under the Plan will be funded by the cash flow from future income of the Debtor. A full-text copy of the Disclosure Statement dated February 13, 2024 is available at https://urlcurt.com/u?l=5ptj7R from PacerMonitor.com at no charge. Attorney for the Debtor: Carlos Alberto Ruiz Rodriguez Licenciado Carlos Alberto Ruiz, LLC P.O. Box 1298 Caguas, PR 00726-1298 Tel: (787) 286-9775 Email: carlosalbertoruizquiebras@gmail.com About World Security Services World Security Services, Inc., operates a security and surveillance business in Caguas, Puerto Rico. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-01542) on May 22, 2023, with as much as $1 million in both assets and liabilities. Judge Maria De Los Angeles Gonzalez oversees the case. Carlos Alberto Ruiz, Esq., at Licenciado Carlos Alberto Ruiz, LLC, is the Debtor's counsel. WYNN RESORTS: Capital Intl. Investors No Longer Holds Common Shares ------------------------------------------------------------------- Capital International Investors disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 29, 2023, it has ceased to beneficially own shares of common stock of Wynn Resorts, Limited. A full-text copy of the Report is available at http://tinyurl.com/4kmjbz3n About Wynn Resorts Ltd. Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and operates hotels and casino resorts. As of Sept. 30, 2023, Wynn Resorts has $13.34 billion in total assets and $15.05 billion in total liabilities. Egan-Jones Ratings Company on September 19, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Wynn Resorts, Limited. YOGOLD U.S.A.: Gets OK to Hire Carmel Minogue, CPA as Accountant ---------------------------------------------------------------- Yogold U.S.A. Corporation received approval from the U.S. Bankruptcy Court for the District of Montana to hire Carmel Minogue, CPA & Associates as its accountants. The firm will render these services: a. provide accounting services for the Debtor in the preparation of yearly tax returns; b. assist the Debtor with monthly and year end accounting requirements; c. conduct a survey of the Debtor's books of account to accurately determine the Debtor's financial condition; d. prepare and provide the Debtor's management with financial statements for inclusion in the plan; e. assist in the preparation of cashflow projections and analysis of operations and analysis of feasibility of the Debtor's Chapter 11 Plan; and f. assist in any financial workouts, reorganizations, or arrangements or any insolvency or bankruptcy proceedings, including but not limited to any Chapter 11 reorganization proceedings. The firm will be paid at these hourly rates: Principal $265 Manager $190 Supervisor $160 Senior $150 Staff Accountant II $120 Staff Accountant I $100 Para-professional $75 Administrative $70 Carmel Minogue, CPA & Associates is a "disinterested person" within the meaning of 11 U.S.C. 101(14), according to court filings. The firm can be reached through: Carmel Minogue, CPA Carmel Minogue CPA & Associates 105 E Main St Pullman, WA 99163 Phone: (509) 332-1225 About Yogold U.S.A. Corporation Yogold U.S.A. Corporation filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Court (Bankr. D. Mont. Case No. 24-90002) on Jan. 4, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Jerod C. Edington as president. Judge Benjamin P Hursh presides over the case. Gary S. Deschenes, Esq. at Deschenes & Associates Law Offices represents the Debtor as counsel. [*] January 2024 Subchapter V of Chapter 11 Filing Rose 43% ----------------------------------------------------------- January small business subchapter V elections within chapter 11 increase 43 percent over last year, 2023. Total bankruptcy filings were 36,607 in January 2024, a 17 percent increase from the January 2023 total of 31,176, according to data provided by Epiq Bankruptcy, the leading provider of U.S. bankruptcy filing data. January marks 18 consecutive months that total, individual, and commercial bankruptcy filings have registered monthly year-over-year increases. Individual bankruptcy filings also increased 17 percent in January to 34,515, up from the January 2023 individual filing total of 29,448. There were 19,590 individual chapter 7 filings in January 2024, a 25 percent increase over the 15,717 filings recorded in January 2023, and there were 14,871 individual chapter 13 filings in January 2024, a 9 percent increase over the 13,678 filings last January. Overall commercial bankruptcy filings rose 21 percent in January 2024, with the 2,092 filings ticking up from the 1,728 filings in January 2023. There were 460 commercial chapter 11 filings recorded in January 2024, a 22 percent increase from the 378 commercial chapter 11s in January 2023. Small business filings, captured as subchapter V elections within chapter 11, increased 43 percent to 176 in January 2024, up from 123 in January 2023. "As expected, the upward trend of bankruptcy filing volumes persist into the new year and we expect that trend to continue, particularly as the spring tax season concludes," said Michael Hunter, Vice President of Epiq AACER. "High interest rates, price fatigue and the pandemic-era excess consumer savings depletion are all contributing factors to the increases now and into 2024." "Households and businesses continue to adjust to sustained high interest rates, persistent inflation and more stringent lending terms," said ABI Executive Director Amy Quackenboss. "While not at the levels recorded prior to the pandemic, we anticipate that the steady increase in bankruptcies will continue this year." Adding to challenges faced by small businesses, the debt eligibility limit of $7.5 million for businesses looking to elect subchapter V reorganization under chapter 11 is due to sunset back to $2,725,625 in late June. ABI's Subchapter V Task Force on Dec. 15 transmitted its "Preliminary Report of ABI's Subchapter V Task Force on Maintaining the $7,500,000 Debt Cap for Subchapter V Eligibility" to Congress, and its findings support permanently maintaining the eligibility limit of $7.5 million in aggregate noncontingent, liquidated debt for small businesses looking to reorganize under subchapter V. The Task Force’s Preliminary Report is the result of nine months of public hearings, roundtable discussions and an industry survey inviting comment on subchapter V. Total and individual bankruptcy filings increased slightly over December's filing totals, while commercial filings decreased slightly. Total bankruptcies increased 6 percent over December's 34,481 filings, and consumer bankruptcies edged up 7 percent over December's total of 32,403. Individual chapter 7s increased 5 percent, and chapter 13s increased 9 percent, from December's filings. Conversely, commercial chapter 11s decreased 10 percent from December’s 508 filings. Overall commercial filings increased 1 percent from the 2,078 filings registered in December. Subchapter V elections within chapter 11 decreased 12 percent from the 200 filed in December 2023. ABI has partnered with Epiq Bankruptcy to provide the most current bankruptcy filing data for analysts, researchers, and members of the news media. Epiq Bankruptcy is the leading provider of data, technology, and services for companies operating in the business of bankruptcy. Its Bankruptcy Analytics subscription service provides on-demand access to the industry's most dynamic bankruptcy data, updated daily. Learn more at https://bankruptcy.epiqglobal.com/analytics. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re BMC3 Home Builders, Inc. Bankr. N.D. Ala. Case No. 24-00431 Chapter 11 Petition filed February 14, 2024 See https://www.pacermonitor.com/view/6DFZBFQ/BMC3_Home_Builders_Inc__alnbke-24-00431__0001.0.pdf?mcid=tGE4TAMA represented by: C. Taylor Crockett, Esq. C. TAYLOR CROCKETT, P.C. E-mail: taylor@taylorcrockett.com In re Bing Wu Bankr. C.D. Cal. Case No. 24-11076 Chapter 11 Petition filed February 14, 2024 represented by: David Golubchik, Esq. In re Phillip Andre Peoples Bankr. C.D. Cal. Case No. 24-10366 Chapter 11 Petition filed February 14, 2024 In re Henao Contemporary Center LLC Bankr. M.D. Fla. Case No. 24-00713 Chapter 11 Petition filed February 14, 2024 See https://www.pacermonitor.com/view/AJ7WHSA/Henao_Contemporary_Center_LLC__flmbke-24-00713__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Bladimir Mechanic Services, LLC Bankr. S.D. Fla. Case No. 24-11421 Chapter 11 Petition filed February 14, 2024 See https://www.pacermonitor.com/view/3RRCAPI/Bladimir_Mechanic_Services_LLC__flsbke-24-11421__0001.0.pdf?mcid=tGE4TAMA represented by: Matthew Sherman, Esq. TAX WORKOUT GROUP, P.A. E-mail: msherman@taxworkoutgroup.com In re Purox Brands Corp Bankr. S.D. Fla. Case No. 24-11396 Chapter 11 Petition filed February 14, 2024 See https://www.pacermonitor.com/view/6G6LICY/Purox_Brands_Corp__flsbke-24-11396__0001.0.pdf?mcid=tGE4TAMA represented by: Susan D Lasky, Esq. SUSAN D. LASKY, PA E-mail: Jessica@SueLasky.com In re 15 Humboldt LLC Bankr. E.D.N.Y. Case No. 24-40688 Chapter 11 Petition filed February 14, 2024 See https://www.pacermonitor.com/view/FPVFINA/15_Humboldt_LLC__nyebke-24-40688__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Greene Avenue Restoration Corp. Bankr. E.D.N.Y. Case No. 24-40671 Chapter 11 Petition filed February 14, 2024 See https://www.pacermonitor.com/view/W5IMVZI/Greene_Avenue_Restoration_Corp__nyebke-24-40671__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re IR 96th Street Holding, LLC Bankr. S.D.N.Y. Case No. 24-10232 Chapter 11 Petition filed February 14, 2024 See https://www.pacermonitor.com/view/DOSUMVA/IR_96th_Street_Holding_LLC__nysbke-24-10232__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Mark Pennington Bankr. M.D. Fla. Case No. 24-00457 Chapter 11 Petition filed February 15, 2024 represented by: Thomas Adam, Esq. In re Nurse Practitioners of Pinellas, LLC Bankr. M.D. Fla. Case No. 24-00775 Chapter 11 Petition filed February 15, 2024 See https://www.pacermonitor.com/view/4K5XD4I/Nurse_Practitioners_of_Pinellas__flmbke-24-00775__0001.0.pdf?mcid=tGE4TAMA represented by: Marshall G. Reissman, Esq. THE REISSMAN LAW GROUP, P.A. E-mail: marshall@reissmanlaw.com In re OIF, LLC Bankr. N.D. Ga. Case No. 24-51715 Chapter 11 Petition filed February 15, 2024 See https://www.pacermonitor.com/view/EBVFFNY/OIF_LLC__ganbke-24-51715__0001.0.pdf?mcid=tGE4TAMA represented by: William Rountree, Esq. ROUNTREE, LEITMAN, KLEIN & GEER, LLC E-mail: wrountree@rlkglaw.com In re R.A.R.E. Corporation Bankr. N.D. Ill. Case No. 24-02127 Chapter 11 Petition filed February 15, 2024 See https://www.pacermonitor.com/view/DOPY2MQ/RARE_Corporation__ilnbke-24-02127__0001.0.pdf?mcid=tGE4TAMA represented by: William J. Factor, Esq. FACTORLAW In re Brandt Robert Karstens and Ronda Gail Karstens Bankr. D. Neb. Case No. 24-80094 Chapter 11 Petition filed February 15, 2024 represented by: Patrick Patino, Esq. In re 93 Harrison Investments LLC Bankr. D.N.J. Case No. 24-11441 Chapter 11 Petition filed February 15, 2024 See https://www.pacermonitor.com/view/44DJIBI/93_Harrison_Investments_LLC__njbke-24-11441__0001.0.pdf?mcid=tGE4TAMA represented by: Andre L. Kydala, Esq. LAW FIRM OF ANDRE L. KYDALA E-mail: kydalalaw@aim.com In re 33 Nevins St LLC Bankr. E.D.N.Y. Case No. 24-40687 Chapter 11 Petition filed February 15, 2024 See https://www.pacermonitor.com/view/G5QVITQ/33_Nevins_St_LLC__nyebke-24-40687__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re AAAA NJ Trading Corporation Bankr. E.D.N.Y. Case No. 24-40684 Chapter 11 Petition filed February 15, 2024 See https://www.pacermonitor.com/view/GKCFREA/AAAA_NJ_Trading_Corporation__nyebke-24-40684__0001.0.pdf?mcid=tGE4TAMA represented by: Emmanuella Agwu, Esq. LAW OFFICE OF EMMANUELLA AGWU E-mail: emmanuella.agwa@yahoo.com In re Kris Daniel Roglieri Bankr. N.D.N.Y. Case No. 24-10157 Chapter 11 Petition filed February 15, 2024 represented by: Brendan Walsh, Esq. PASHMAN STEIN WALDER HAYDEN, PC Email: bwalsh@pashmanstein.com In re Against the Grain Holdings LLC Bankr. W.D.N.Y. Case No. 24-10151 Chapter 11 Petition filed February 15, 2024 See https://www.pacermonitor.com/view/JSYCM7A/Against_the_Grain_Holdings_LLC__nywbke-24-10151__0001.0.pdf?mcid=tGE4TAMA represented by: James C. Thoman, Esq. HODGSON RUSS LLP Email: jthoman@hodgsonruss.com In re Hatchets and Hops LLC Bankr. W.D.N.Y. Case No. 24-10152 Chapter 11 Petition filed Feb. 15, 2024 See https://www.pacermonitor.com/view/OOID5EI/Hatchets_and_Hops_LLC__nywbke-24-10152__0001.0.pdf?mcid=tGE4TAMA represented by: James C. Thoman, Esq. HODGSON RUSS LLP E-mail: jthoman@hodgsonruss.com In re Hatchets and Hops Black Rock LLC Bankr. W.D.N.Y. Case No. 24-10153 Chapter 11 Petition filed February 15, 2024 See https://www.pacermonitor.com/view/PSV6HAA/Hatchets_and_Hops_Black_Rock_LLC__nywbke-24-10153__0001.0.pdf?mcid=tGE4TAMA represented by: James C. Thoman, Esq. HODGSON RUSS LLP In re Hatchets and Hops Brooklyn LLC Bankr. W.D.N.Y. Case No. 24-10154 Chapter 11 Petition filed February 15, 2024 See https://www.pacermonitor.com/view/MQENDAA/Hatchets_and_Hops_Brooklyn_LLC__nywbke-24-10154__0001.0.pdf?mcid=tGE4TAMA represented by: James C. Thoman, Esq. HODGSON RUSS LLP E-mail: jthoman@hodgsonruss.com In re Andrew R. Piechowicz Bankr. W.D.N.Y. Case No. 24-10155 Chapter 11 Petition filed February 15, 2024 represented by: James Thoman, Esq. HODGSON RUSS LLP In re Raleigh TBC, LLC Bankr. E.D.N.C. Case No. 24-00489 Chapter 11 Petition filed February 15, 2024 See https://www.pacermonitor.com/view/5XYGMSA/Raleigh_TBC_LLC__ncebke-24-00489__0001.0.pdf?mcid=tGE4TAMA represented by: Danny Bradford, Esq. PAUL D. BRADFORD, PLLC E-mail: dbradford@bradford-law.com In re Black Forrest Logistics, LLC Bankr. E.D.N.C. Case No. 24-00497 Chapter 11 Petition filed February 15, 2024 See https://www.pacermonitor.com/view/DOOLCNI/Black_Forrest_Logistics_LLC__ncebke-24-00497__0001.0.pdf?mcid=tGE4TAMA represented by: JM Cook, Esq. J.M. COOK, P.A. E-mail: j.m.cook@jmcookesq.com In re Cynthia R. Murphy and Christopher J. Rose Bankr. E.D. Wash. Case No. 24-00217 Chapter 11 Petition filed February 15, 2024 represented by: Kevin ORourke, Esq. SOUTHWELL & O'ROURKE, P.S. In re Atman Ajim Nen Bastaq Bey Bankr. E.D. Ark. Case No. 24-10477 Chapter 11 Petition filed February 16, 2024 represented by: Tanya Wilkins, Esq. In re PW Krav 2018, Inc. Bankr. C.D. Cal. Case No. 24-11163 Chapter 11 Petition filed February 16, 2024 See https://www.pacermonitor.com/view/XC6JHFY/PW_Krav_2018_Inc__cacbke-24-11163__0001.0.pdf?mcid=tGE4TAMA represented by: Vanessa M. Haberbush, Esq. HABERBUSH, LLP In re Clear View Enterprises, Inc. Bankr. E.D. Cal. Case No. 24-20598 Chapter 11 Petition filed February 16, 2024 See https://www.pacermonitor.com/view/RHPR6LI/Clear_View_Enterprises_Inc__caebke-24-20598__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Ryders Public Safety LLC Bankr. D. Colo. Case No. 24-10666 Chapter 11 Petition filed February 16, 2024 See https://www.pacermonitor.com/view/FSBDJLQ/Ryders_Public_Safety_LLC__cobke-24-10666__0001.0.pdf?mcid=tGE4TAMA represented by: Jeffrey A. Weinman, Esq. ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C. E-mail: jweinman@allen-vellone.com In re AAA Kyle's Kwik Bail Bonding Inc. Bankr. M.D. Fla. Case No. 24-00794 Chapter 11 Petition filed February 16, 2024 See https://www.pacermonitor.com/view/UYRM4HY/AAA_Kyles_Kwik_Bail_Bonding_Inc__flmbke-24-00794__0001.0.pdf?mcid=tGE4TAMA represented by: Marshall G. Reissman, Esq. THE REISSMAN LAW GROUP, P.A. E-mail: marshall@reissmanlaw.com In re AC Plus Marine, Inc. Bankr. M.D. Fla. Case No. 24-00757 Chapter 11 Petition filed February 16, 2024 See https://www.pacermonitor.com/view/THBKRMY/AC_Plus_Marine_Inc__flmbke-24-00757__0001.0.pdf?mcid=tGE4TAMA represented by: Daniel A. Velasquez, Esq. LATHAM LUNA EDEN & BEAUDINE LLP E-mail: dvelasquez@lathamluna.com In re Confection Connection, LLC Bankr. W.D. Ky. Case No. 24-30367 Chapter 11 Petition filed February 16, 2024 See https://www.pacermonitor.com/view/BMLYSJI/Confection_Connection_LLC__kywbke-24-30367__0001.0.pdf?mcid=tGE4TAMA represented by: Michael W. McClain, Esq. GOLDBERG SIMPSON LLC E-mail: mmcclain@goldbergsimpson.com; sdaniel- harkins@goldbergsimpson.com In re The World Protection Group, Inc. Bankr. D. Nev. Case No. 24-10695 Chapter 11 Petition filed February 16, 2024 See https://www.pacermonitor.com/view/QR6RA2Y/THE_WORLD_PROTECTION_GROUP_INC__nvbke-24-10695__0001.0.pdf?mcid=tGE4TAMA represented by: Corey B. Beck, Esq. COREY B. BECK, ESQ E-mail: becksbk@yahoo.com In re Shrug Realty Partners LLC Bankr. E.D.N.Y. Case No. 24-40708 Chapter 11 Petition filed February 16, 2024 See https://www.pacermonitor.com/view/LVJ6WII/Shrug_Realty_Partners_LLC__nyebke-24-40708__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re JCS Hospitality LLC Bankr. E.D.N.C. Case No. 24-00508 Chapter 11 Petition filed February 16, 2024 See https://www.pacermonitor.com/view/T2JGTXA/JCS_Hospitality_LLC__ncebke-24-00508__0001.0.pdf?mcid=tGE4TAMA represented by: Richard P. Cook, Esq. RICHARD P. COOK, PLLC E-mail: CapeFearDebtRelief@gmail.com In re Aralife Case Management Services, Inc. Bankr. S.D. Fla. Case No. 24-11520 Chapter 11 Petition filed February 17, 2024 See https://www.pacermonitor.com/view/OGU2TMI/Aralife_Case_Management_Services__flsbke-24-11520__0001.0.pdf?mcid=tGE4TAMA represented by: Jacqueline Calderin, Esq. AGENTIS PLLC E-mail: jc@agentislaw.com In re Love Properties, LLC Bankr. W.D. La. Case No. 24-50100 Chapter 11 Petition filed February 19, 2024 See https://www.pacermonitor.com/view/ZOSBRNQ/Love_Properties_LLC__lawbke-24-50100__0001.0.pdf?mcid=tGE4TAMA represented by: Tom St. Germain, Esq. WEINSTEIN & ST. GERMAIN In re Greater Westchester Property Group LLC Bankr. S.D.N.Y. Case No. 24-22129 Chapter 11 Petition filed February 19, 2024 See https://www.pacermonitor.com/view/AKNOFKA/Greater_Westchester_Property_Group__nysbke-24-22129__0001.0.pdf?mcid=tGE4TAMA represented by: Jeffrey A. Reich, Esq. REICH REICH & REICH, P.C. E-mail: reichlaw@reichpc.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. 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