/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240227.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, February 27, 2024, Vol. 28, No. 57 Headlines 18 SERGIO LANE: Seeks to Hire Ugell Law Firm as Bankruptcy Counsel 23 INVESTMENTS: Court OKs Sale of Scroggins Property for $599,000 25350 PLEASANT: Seeks to Hire Brighton Consulting as Consultant 4452 BROADWAY: Northern Manhattan Development Up for Sale 500 SUMMIT: Mixed-Used Development Site Up for Sale 502 E JED: Taps Friedman-Roth Realty as Real Estate Broker 59 NORTH 6TH STREET: Hires Allied Realty as Real Estate Broker 80 WEST WASHINGTON: Hires Serhant LLC as Real Estate Broker AAA ABC ACQUISITION: Voluntary Chapter 11 Case Summary ADOM RENTAL: Seeks Approval to Hire Gary Lampert as Accountant AGAINST THE GRAIN: Seeks to Tap Hodgson Russ as Bankruptcy Counsel ALBANY LEADERSHIP: S&P Lowers 2019A&B Long-Term Bond Rating to 'B+' AMERICAN TRAILER: S&P Alters Outlook to Stable, Affirms 'B' ICR ARCH THERAPEUTICS: Reports $2.68M Net Loss in First Quarter ASCENT SOLAR: Haynie & Company Raises Going Concern Doubt AUDACY INC: Texas Bankruptcy Court Approves Reorganization Plan AVISON YOUNG: S&P Lowers ICR to 'SD' on Missed Term Loan Payments BILLING ELECTRONIC: Court OKs Deal on Cash Collateral Access BOWFLEX INC: Raises Going Concern Doubt BRIGHT STEPS: Court Directs U.S. Trustee to Appoint PCO CAPROCK LAND: Trustee Seeks to Hire OCR Aviation as Broker CAREISMATIC BRANDS: Hires Cole Schotz as Bankruptcy Co-Counsel CAREISMATIC BRANDS: Hires Kirkland & Ellis as Bankruptcy Counsel CAREISMATIC BRANDS: Seeks to Hire KPMG LLP as Tax Consultant CAREISMATIC BRANDS: Seeks to Tap PJT Partners as Investment Banker CBS TRUCKING: Court OKs Cash Collateral Access Thru March 12 CELULARITY INC: Implements 15% Across the Board Salary Reduction CHORD ENERGY: Moody's Alters Outlook on 'Ba2' CFR to Positive CIMPRESS PLC: S&P Upgrades ICR to 'B+', Outlook Positive CLEARWATER PAPER: Moody's Puts 'Ba2' CFR on Review for Downgrade CONCRETE PUMPING: S&P Alters Outlook to Positive, Affirms 'B' ICR CORENERGY INFRASTRUCTURE: Files Chapter 11 to Pursue Restructuring COTIVITI INTERMEDIATE: Fitch Affirms & Withdraws 'B' LongTerm IDR COTTONWOOD FINANCIAL: Case Summary & 30 Top Unsecured Creditors COUNTY INVESTMENT: Selling Houston Properties to Winning Bidders DIOCESE OF ALBANY: Hires Milliman Inc. as Actuarial Consultant EARTH SCIENCE: Deficits Raise Going Concern Doubt ELECTRONICS FOR IMAGING: $875MM Bank Debt Trades at 25% Discount EQUALTOX LLC: Hearing on Sale of Equipment Set for Feb. 28 ETTA SCOTTSDALE: Seeks to Hire Goldstein & McClintock as Attorney EVOLUTION ACADEMY: S&P Lowers 2010A/2010Q Bond Ratings to 'B' FGV FRESNO: Seeks to Hire Ross Wolcott Teinert as Special Counsel FOREST GLEN: Voluntary Chapter 11 Case Summary FOUR J LAKE: Voluntary Chapter 11 Case Summary FOUR J LAND: Voluntary Chapter 11 Case Summary GENESIS GLOBAL: McDermott Updates List of Genesis Crypto Creditors GENESIS GLOBAL: New York Fraud Lawsuit Settled GENEVER HOLDINGS: Trustee Taps Prager Dreifuss as Swiss Counsel GEO. J. & HILDA: No Resident Care Concern, 1st PCO Report Says GOL LINHAS: Seeks to Hire Milbank LLP as Bankruptcy Counsel GOL LINHAS: Taps Kroll Restructuring as Administrative Advisor GOTO GROUP: Fitch Reassessed & Raised IDRs to CCC-, On Watch Neg. HARBOR CUSTOM: Four Multi-Family Complexes Put Up for Sale HARBOR CUSTOM: Gets OK to Tap Kidder Mathews as Real Estate Broker HARBOR CUSTOM: Hires Newmark Multihousing as Real Estate Broker HARBOR CUSTOM: Seeks to Tap Branch Marketing as Real Estate Broker HARTMAN SPE: Delaware Bankruptcy Court Confirms Chapter 11 Plan HDT GLOBAL: $280MM Bank Debt Trades at 49% Discount HORNBLOWER GROUP: Files Chapter 11 to Facilitate Sale HORNBLOWER SUB: Moody's Lowers PDR to D-PD on Bankruptcy Filing HUDSON 888 OWNER: Wins Cash Collateral Access Thru March 14 IBIO INC: Hires Grassi & Co. CPAs as Accountant INFINITY COMMERCIAL: Seeks Approval to Hire Conflicts Counsel INSTANT BRANDS: Bankruptcy Court Confirms Reorganization Plan INVITAE CORP: Wins Interim Cash Collateral Access IQ DENTAL: Wins Interim Cash Collateral Access JCS HOSPITALITY: Hires JCS Hospitality as Bankruptcy Counsel JKW ENTERPRISES: Seeks to Hire Belin McCormick as Attorney JM4 TACTICAL: Seeks to Hire Tittle Law Group as Legal Counsel KC TRUCKING: Seeks to Hire Century 21 Bono Realty as Broker LOVE PROPERTIES: Taps Weinstein & St. Germain as Bankruptcy Counsel MADERA COMMUNITY: Hospital Reopening Motion Approved; Amends Plan MARIN SOFTWARE: Grant Thornton Raises Going Concern Doubt METROPOLITAN OPERA: Moody's Cuts 2012 Taxable Bonds Rating to Ba3 MOUNTAINEER MERGER: $200MM Bank Debt Trades at 19% Discount MT. CHARLESTON: Case Summary & Eight Unsecured Creditors NEXT GENERATION: Files for Bankruptcy in Canada NOBLE'S SONG: Seeks to Tap Burns Law Firm as Bankruptcy Counsel NOGIN INC: Sports Products Appointed as New Committee Member NOVAVAX INC: Reaches $400M Settlement With Gavi Over Vaccine APA OCEAN POWER: Extends PPF Industrial Lease Until April 2026 ORIGINAL MONTANA: Gets OK to Tap Artemis Law as Special Counsel PACK LIQUIDATING: Seeks to Hire Baker Tilly US as Accountant PAVILION PROPERTIES: Seeks to Tap Sands Investment Group as Realtor PIONEER HEALTH: Case Summary & 20 Largest Unsecured Creditors PLOURDE SAND: Wins Cash Collateral Access Thru April 30 PROVIZOR FEDERAL: Case Summary & 19 Unsecured Creditors PRUDENT AMERICAN: Hearing on Sale of Assets Set for March 12 R & D TIMBER: Seeks to Hire Campbell Law as Bankruptcy Counsel RACHEL ONE: Seeks Approval to Hire Hirsch & Hirsch as Accountant REEVA DINING: Seeks to Hire Honey Law Firm P.A. as Attorney RISKON INTERNATIONAL: Inks Amendment and Exchange Agreement RISKON INTERNATIONAL: William Horne Quits as Director ROBERTSHAW US: $110MM Bank Debt Trades at 77% Discount ROBERTSHAW US: U.S. Trustee Appoints Creditors' Committee RYDERS PUBLIC: Seeks to Hire Allen Vellone Wolf as Legal Counsel SCREENVISION LLC: $175MM Bank Debt Trades at 33% Discount SECURE ENERGY: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable SENESTECH INC: M&K CPAS PLLC Raises Going Concern Doubt SHENANDOAH TELECOM: $150MM Bank Debt Trades at 15% Discount SHIFT TECHNOLOGIES: Creditors to Get Proceeds From Liquidation SIENTRA INC: U.S. Trustee Appoints Creditors' Committee SOUND INPATIENT PHYSICIANS: $200MM Bank Debt Trades at 61% Discount SPECTRUM GROUP: $507MM Bank Debt Trades at 18% Discount SPEEDWAY AUTO: Wins Interim Cash Collateral Access THERALINK TECHNOLOGIES: Incurs $19.05M Net Loss in First Quarter TIDAL POWER: S&P Withdraws 'B+' Issuer Credit Rating TIGA ADVERTISING: Seeks to Tap Hoffman Nies as Litigation Counsel TIMOTHY HILL: No Patient Complaints, 1st PCO Report Says TRINITAS FARMING: Taps Donlin as Claims and Noticing Agent VANSHI LLC: Selling Personal Property to Maha Swasathika VAPOTHERM INC: Grant Thornton Raises Going Concern Doubt VERDE RESOURCES: Incurs $526K Net Loss in Second Quarter WEALTH MANIFESTED: U.S. Trustee Appoints Amanda Wilwert as PCO WESTERN DENTAL: $50MM Bank Debt Trades at 45% Discount WESTLAKE SURGICAL: No Decline in Patient Care, 3rd PCO Report Says WINCHESTER REAL: Seeks to Hire CBRE as Real Estate Broker ZEUUS INC: Reports $289,350 Net Loss in First Quarter [*] John Baumgartner Joins Getzler Henrich as Managing Director [*] Michael Vernace Joins Morrison Foerster Finance Practice [^] Large Companies with Insolvent Balance Sheet ********* 18 SERGIO LANE: Seeks to Hire Ugell Law Firm as Bankruptcy Counsel ------------------------------------------------------------------ 18 Sergio Lane LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Ugell Law Firm, P.C. as its counsel. The firm will serve as the Debtor's legal counsel in connection with its Chapter 11 case. The services to be provided by the firm include advising the Debtor regarding its duties under the Bankruptcy Code, examination of claims of creditors, and the prosecution of legal actions in other courts on behalf of the Debtor. The firm will be paid at these rates: Partners $500 per hour Associates $350 per hour Paraprofessionals $250 per hour Ugell Law Firm does not hold any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Scott B. Ugell, Esq. THE UGELL LAW FIRM, P.C. 151 North Main Street, Suite 202 New City, NY 10956 Phone: (845) 639-7011 Email: Scott@UgellLaw.com About 18 Sergio Lane LLC 18 Sergio Lane LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-36026) on Dec. 14, 2023, listing $100,001 to $500,000 in both assets and liabilities. Scott B Ugell, Esq. at Ugell Law Firm, P.C. represents the Debtor as counsel. 23 INVESTMENTS: Court OKs Sale of Scroggins Property for $599,000 ----------------------------------------------------------------- 23 Investments, LLC got the green light from the U.S. Bankruptcy Court for the Northern District of Texas to sell its real property in Scroggins, Texas. The bankruptcy court, at a hearing on Feb. 20, approved the sale to Gary Richard and Danna Sue Rodman who offered $599,000 for the property. The property is being sold "free and clear" of interests, according to the company's attorney, Brandon J. Tittle, Esq. "[23 Investments] is adhering to its plan to liquidate its properties, and a sale of Scroggins at its highest price allows [23 Investments] to carry out its objectives in this Chapter 11 case," Mr. Tittle said in court papers. The company will use the proceeds from the sale to, among other things, pay the claim of its creditor Tri County Construction. About 23 Investments 23 Investments, LLC, a company in Mesquite, Texas, filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-32911) on Dec. 6, 2023, with $1 million to $10 million in both assets and liabilities. Steve Nabors, sole member, signed the petition. Judge Michelle V. Larson oversees the case. Brandon Tittle, Esq., at Tittle Law Group, PLLC represents the Debtor as bankruptcy counsel. 25350 PLEASANT: Seeks to Hire Brighton Consulting as Consultant --------------------------------------------------------------- 25350 Pleasant Valley Drive LLC filed an amended application seeking approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Brighton Consulting, LLC as its consultant. The firm will assist the Debtor in raising cash, through a refinance of its property and obtaining confirmation of a plan of reorganization. The firm proposes a commission equal to 1.25 percent of the loan amount. Brighton Consulting is a "disinterested person" as defined in 11 U.S.C. 101(14), according to court filings. The firm can be reached through: Leslie Lickstein Brighton Consulting, LLC 4644 Luxberry Drive Fairfax VA 22032 Tel: (703) 303-1466 About 25350 Pleasant Valley Drive LLC 25350 Pleasant Valley Drive LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 23-11983) on December 6, 2023, listing $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. 4452 BROADWAY: Northern Manhattan Development Up for Sale --------------------------------------------------------- Hilco Real Estate, LLC, announced March 13, 2024, and May 2, 2024, as the respective bid deadlines for the Chapter 11 bankruptcy sales of two mixed-use developments in the greater New York City MSA. Both properties have fully approved plans in strong growth corridors. The development located at 4452 Broadway is an expansive corner lot at the border of Hudson Heights and Fort George in northern Manhattan. Approximately 50% complete, this seven-story building was recently appraised for $56,000,000. Rough electric, fire, plumbing and HVAC have all been started. T he plans for the completed building will feature 129 residential rental units, 65 parking spaces in an on-site garage and two commercial spaces on the ground floor. Future residents will also have convenient commutes down to the heart of the city with an on-site 1 Train stop and an A Train stop only two blocks away. As an added incentive for potential buyers, a 35-year tax abatement is available upon completion of construction. Hudson Heights, located in the Washington Heights/Inwood area, has the highest elevation on the island of Manhattan, giving residents picturesque views of the Hudson River. With lower costs of living and a dedication to green spaces, the area promotes a quality of life hard to find elsewhere in the city. Hudson Heights sits sandwiched between Bennet Park to the south, with stunning views of the George Washington Bridge, and Fort Tryon Park to the north, home to the Metropolitan Museum of Art's medieval art collection housed in The Cloisters. A diverse, growing population contributes to a wide variety of restaurants and trendy nightlife. The second property, situated at 500 Summit Avenue, was recently appraised as-is for $108,000,000 and sits in Jersey City's thriving Journal Square. This 0.8-acre land parcel has flexible zoning, allowing for residential, retail, office or hotel uses, as well as garage parking. The proposed fully approved plans allow for up to 42 stories and 916,000± SF to be developed. The site's natural elevation will allow for scenic Manhattan views from most of the finished tower. In addition to on-site parking, the property has excellent access to public transportation, as it is within walking distance to the Journal Square PATH station. The PATH (Port Authority Trans-Hudson) train connects Jersey City to Midtown Manhattan with a quick, 20-minute train ride. Jersey City itself is experiencing a renaissance, with several other developments also cropping up across the city in the past year, including one a few blocks away at 622 Summit Ave. Second only to Newark in the state of New Jersey, Jersey City's climbing population, up 9.33% from 2020 to 2021, has driven this growth and the continued need for housing opportunities. Both properties are within the New York MSA and benefit from proximity to New York City's vibrant culture and economy. After a decade of growth and targeted investments, the city is now the world's second-largest technology hub, thanks to the arrival of tech giants like Apple, Google and Facebook. Accompanying these tech developments, the New York City population saw a 4.25% increase between 2020 and 2021 despite the COVID-19 pandemic. As economic growth remains strong, the population continues to expand along with the area's appetite for new housing options. Jeff Azuse, executive vice president at Hilco Real Estate, states, "Considering the city of New York continues to grow and invest in its own welfare, the bankruptcy sales of these two properties present an outstanding opportunity for an astute investor to stake their claims in areas that are poised for growth. Being able to purchase these fully entitled properties allows the potential buyers more of their resources to develop each of the projects without having to go through the entitlement process." The sale of 4452 Broadway is being conducted by Order of the U.S. Bankruptcy Court District of the Southern District of New York (Manhattan), Bankruptcy Petition No. 1:23-bk-11832, In re: 4452 BROADWAY MAZAL LLC. Bids must be received on or before the deadline of March 13 at 5 p.m. (ET) and must be submitted on the Purchase and Sale Agreement available for review and download from Hilco Real Estate's website. The sale of 500 Summit Avenue is being conducted by Order of the U.S. Bankruptcy Court District of the Southern District of New York (Manhattan), Bankruptcy Petition No. 1:23-bk-11831, In re: 500 SUMMIT MAZAL LLC. Bids must be received on or before the deadline of May 2 at 5 p.m. (ET) and must be submitted on the Purchase and Sale Agreement available for review and download from Hilco Real Estate's website. Interested buyers should review the requirements in order to participate in the bankruptcy sale process available on Hilco Real Estate's website. For further information, please contact Jamie Coté at (847) 418-2187 or jcote@hilcoglobal.com or Jonathan Cuticelli at (203) 561-8737 or jcuticelli@hilcoglobal.com. For further information on the property, sale process, and terms or to obtain access to due diligence documents, please visit HilcoRealEstate.com or call (855) 755-2300. About 4452 Broadway Mazal 4452 Broadway Mazal LLC is the owner of the real property and improvements located at 4452 Broadway, New York, New York 10040 (Block 2170, Lots 62 and 400). The Property is located in the Washington Heights neighborhood of Manhattan. Prior to the Chapter 11 filing, the Debtor was in the process of developing the Property into a mixed-use property consisting of modern retail spaces and luxury condominiums. 4452 Broadway Mazal LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11832) on Nov. 16, 2023. The petition was signed by Nir Amsel as authorized signatory. At the time of filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. 500 Summit Avenue Mazal LLC, an affiliate of the Debtor, filed its own chapter 11 case (Case No. 23-11831). LEECH TISHMAN ROBINSON BROG, PLLC, is the Debtors' legal counsel. About 500 Summit Avenue Mazal 500 Summit Avenue Mazal is engaged in activities related to real estate. 500 Summit Avenue Mazal LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. 23-11831) on Nov. 16, 2023, listing $10 million to $50 million in both assets and liabilities. The petition was signed by Nir Amsel as authorized signatory. Judge Lisa G. Beckerman presides over the case. Fred B. Ringel, Esq. at LEECH TISHMAN ROBINSON BROG, PLLC, represents the Debtor as counsel. 500 SUMMIT: Mixed-Used Development Site Up for Sale --------------------------------------------------- Hilco Real Estate, LLC, announces March 15, 2024, and April 4, 2024, as the respective bid deadlines for the Chapter 11 bankruptcy sales of two mixed-use developments in the greater New York City MSA. Both properties have fully approved plans in strong growth corridors. The development located at 4452 Broadway is an expansive corner lot at the border of Hudson Heights and Fort George in northern Manhattan. Approximately 50% complete, this seven-story building was recently appraised for $56,000,000. Rough electric, fire, plumbing and HVAC have all been started. T he plans for the completed building will feature 129 residential rental units, 65 parking spaces in an on-site garage and two commercial spaces on the ground floor. Future residents will also have convenient commutes down to the heart of the city with an on-site 1 Train stop and an A Train stop only two blocks away. As an added incentive for potential buyers, a 35-year tax abatement is available upon completion of construction. Hudson Heights, located in the Washington Heights/Inwood area, has the highest elevation on the island of Manhattan, giving residents picturesque views of the Hudson River. With lower costs of living and a dedication to green spaces, the area promotes a quality of life hard to find elsewhere in the city. Hudson Heights sits sandwiched between Bennet Park to the south, with stunning views of the George Washington Bridge, and Fort Tryon Park to the north, home to the Metropolitan Museum of Art's medieval art collection housed in The Cloisters. A diverse, growing population contributes to a wide variety of restaurants and trendy nightlife. The second property, situated at 500 Summit Avenue, was recently appraised as-is for $108,000,000 and sits in Jersey City's thriving Journal Square. This 0.8-acre land parcel has flexible zoning, allowing for residential, retail, office or hotel uses, as well as garage parking. The proposed fully approved plans allow for up to 42 stories and 916,000± SF to be developed. The site's natural elevation will allow for scenic Manhattan views from most of the finished tower. In addition to on-site parking, the property has excellent access to public transportation, as it is within walking distance to the Journal Square PATH station. The PATH (Port Authority Trans-Hudson) train connects Jersey City to Midtown Manhattan with a quick, 20-minute train ride. Jersey City itself is experiencing a renaissance, with several other developments also cropping up across the city in the past year, including one a few blocks away at 622 Summit Ave. Second only to Newark in the state of New Jersey, Jersey City's climbing population, up 9.33% from 2020 to 2021, has driven this growth and the continued need for housing opportunities. Both properties are within the New York MSA and benefit from proximity to New York City's vibrant culture and economy. After a decade of growth and targeted investments, the city is now the world's second-largest technology hub, thanks to the arrival of tech giants like Apple, Google and Facebook. Accompanying these tech developments, the New York City population saw a 4.25% increase between 2020 and 2021 despite the COVID-19 pandemic. As economic growth remains strong, the population continues to expand along with the area's appetite for new housing options. Jeff Azuse, executive vice president at Hilco Real Estate, states, "Considering the city of New York continues to grow and invest in its own welfare, the bankruptcy sales of these two properties present an outstanding opportunity for an astute investor to stake their claims in areas that are poised for growth. Being able to purchase these fully entitled properties allows the potential buyers more of their resources to develop each of the projects without having to go through the entitlement process." The sale of 4452 Broadway is being conducted by Order of the U.S. Bankruptcy Court District of the Southern District of New York (Manhattan), Bankruptcy Petition No. 1:23-bk-11832, In re: 4452 BROADWAY MAZAL LLC. Bids must be received on or before the deadline of March 13 at 5 p.m. (ET) and must be submitted on the Purchase and Sale Agreement available for review and download from Hilco Real Estate's website. The sale of 500 Summit Avenue is being conducted by Order of the U.S. Bankruptcy Court District of the Southern District of New York (Manhattan), Bankruptcy Petition No. 1:23-bk-11831, In re: 500 SUMMIT MAZAL LLC. Bids must be received on or before the deadline of May 2 at 5 p.m. (ET) and must be submitted on the Purchase and Sale Agreement available for review and download from Hilco Real Estate's website. Interested buyers should review the requirements in order to participate in the bankruptcy sale process available on Hilco Real Estate's website. For further information, please contact Jamie Coté at (847) 418-2187 or jcote@hilcoglobal.com or Jonathan Cuticelli at (203) 561-8737 or jcuticelli@hilcoglobal.com. For further information on the property, sale process, and terms or to obtain access to due diligence documents, please visit HilcoRealEstate.com or call (855) 755-2300. About 4452 Broadway Mazal 4452 Broadway Mazal LLC is the owner of the real property and improvements located at 4452 Broadway, New York, New York 10040 (Block 2170, Lots 62 and 400). The Property is located in the Washington Heights neighborhood of Manhattan. Prior to the Chapter 11 filing, the Debtor was in the process of developing the Property into a mixed-use property consisting of modern retail spaces and luxury condominiums. 4452 Broadway Mazal LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11832) on Nov. 16, 2023. The petition was signed by Nir Amsel as authorized signatory. At the time of filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. 500 Summit Avenue Mazal LLC, an affiliate of the Debtor, filed its own chapter 11 case (Case No. 23-11831). LEECH TISHMAN ROBINSON BROG, PLLC, is the Debtors' legal counsel. About 500 Summit Avenue Mazal 500 Summit Avenue Mazal is engaged in activities related to real estate. 500 Summit Avenue Mazal LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11831) on Nov. 16, 2023, listing $10 million to $50 million in both assets and liabilities. The petition was signed by Nir Amsel as authorized signatory. Judge Lisa G. Beckerman presides over the case. Fred B. Ringel, Esq. at LEECH TISHMAN ROBINSON BROG, PLLC, represents the Debtor as counsel. 502 E JED: Taps Friedman-Roth Realty as Real Estate Broker ---------------------------------------------------------- 502 E Jed Realty Corp. filed an amended application seeking approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Friedman-Roth Realty Services LLC as its real estate broker. The firm will market and sell the Debtor's property located at 231 Brook Avenue (aka 502-504 East 138th Street) Bronx, New York. The broker will receive a commission of 3 percent of the amount of any sale proceeds. George Niblock, managing partner at Friedman-Roth Realty Services, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: George Niblock Friedman-Roth Realty Services LLC 44 East 32th Street, 9th Floor New York, NY 10016 Telephone: (212) 889-4400 Email: gniblock@friedmanroth.com About 502 E Jed Realty Corp. 502 E Jed Realty Corp., a company in Astoria, N.Y., filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-41316) on April 18, 2023, with $1 million to $10 million in both assets and liabilities. Judge Nancy Hershey Lord oversees the case. Lawrence F. Morrison, Esq., at Morrison Tenenbaum, PLLC serves as the Debtor's legal counsel. 59 NORTH 6TH STREET: Hires Allied Realty as Real Estate Broker -------------------------------------------------------------- 59 North 6th Street, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Allied Realty Associates, LLC as its real estate broker. The broker will market the Debtor's property located at 59 North 6th Street, Brooklyn, New York 11249 for sale or lease. Upon the sale of the property, the broker will receive a commission equal to 3 percent of the gross sale price. Allied Realty has agreed that if the property is leased, the firm will only be entitled to have its reasonable expenses reimbursed, but will not be paid a commission. In the event the lender acquires the property pursuant to a credit bid, then the broker will be entitled to a total fee of $70,000, plus reasonable expenses. The broker neither holds nor represents any interests adverse to the Debtor's estate and is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Timothy Unich Allied Realty Associates LLC 330 Passaic Ave Ste 212 Fairfield, NJ, 07004-2009 About 59 North 6th Street 59 North 6th Street LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). The Debtor owns in fee simple title a property located at 59 North 6th Street Brooklyn, NY 11249 valued at $26 million. 59 North 6th Street filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41149) on April 3, 2023. In the petition filed by Rehan Perveez, managing member, the Debtor reported total assets of $26,000,000 and total liabilities of $26,032,348. Judge Nancy Hershey Lord oversees the case. Gary Kushner, Esq., at Goetz Fitzpatrick LLP serves as the Debtor's counsel. 80 WEST WASHINGTON: Hires Serhant LLC as Real Estate Broker ----------------------------------------------------------- 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 Serhant, LLC as its real estate broker. The broker will render these services: a. provide advice and guidance to the Debtor and Debtor's counsel as to market conditions and strategies to maximize the value of the Property for sale; b. market and list the property for sale; c. consult and advise Debtor and Debtor's counsel with regard to negotiation of price and terms of potential sales; d. provide such other necessary services typically provided by brokers listing property in the geographic area of the property; and e. provide the appropriate reports and affidavits to the Court relating to the sales process and ultimate purchaser. The broker has agreed the compensation for its professional services will be 3.75 percent of the selling price. Serhant, LLC is disinterested under 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: H. Bruce Bronson, Esq. BRONSON LAW OFFICES, P.C. 480 Mamaroneck Ave. Harrison, NY 10528 Telephone: (914) 269-2530 Facsimile: (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. AAA ABC ACQUISITION: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: AAA ABC Acquisition, LLC 750 N. San Vicente Blvd. Suite E Bldg. 11th Floor Los Angeles, CA 90069 Chapter 11 Petition Date: February 25, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-11384 Judge: Hon. Vincent P. Zurzolo Debtor's Counsel: Carolyn A. Dye, Esq. LAW OFFICE OF CAROLYN A. DYE 15030 Ventura Blvd. #527 Sherman Oaks 91403 Tel: 818/287-7003 Email: trustee@cadye.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Adam Bold, Board Member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6HDGMKA/AAA_ABC_Acquisition_LLC__cacbke-24-11384__0001.0.pdf?mcid=tGE4TAMA ADOM RENTAL: Seeks Approval to Hire Gary Lampert as Accountant -------------------------------------------------------------- Adom Rental Transportation Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Gary R. Lampert C.P.A. as its accountant. The accountant will render these services: a. review the activity of the principal insofar as it affects the Debtor corporation; b. review cash disbursements for the period subsequent to the filing of the petition; c. reconcile all bank accounts and report balance thereof to the extent such records are available; d. prepare monthly operating reports; e. review all loan payments to and from officers; f. prepare of estate tax returns; and g. perform other services. Mr. Lampert will be paid at an hourly rate of $350 while his paraprofessionals will be paid at an hourly rate of $120. As disclosed in a court filing, Mr. Lampert is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Lampert can be reached at: Gary R. Lampert 100 Merrick Road, Suite 211-W Rockville Centre, NY 11570 Telephone: (516) 208-7500 Facsimile: (516) 208-5414 Email: lampertcpa@optimum.net Adom Rental Transportation Inc. Adom Rental Transportation Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-42971) on August 21, 2023, listing $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Gregory M. Messer, Esq. at the Law Office of Gregory Messer, PLLC represents the Debtor as counsel. AGAINST THE GRAIN: Seeks to Tap Hodgson Russ as Bankruptcy Counsel ------------------------------------------------------------------ Against the Grain Holdings LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of New York to hire Hodgson Russ LLP as their bankruptcy counsel. The firm will advise the Debtor with respect to its duties in this Chapter 11 case under the Bankruptcy Code. The hourly rates of the firm's counsel and staff are as follows: Attorneys $280 - $800 Paraprofessionals $170 - $450 James C. Thoman, Esq. $445 In addition, the firm will seek reimbursement for expenses incurred. James Thoman, Esq., a partner at Hodgson Russ, 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: James C. Thoman, Esq. HODGSON RUSS, LLP 140 Pearl Street, Suite 100 Buffalo, NY 14202 Telephone: (716) 848-1361 Email: jthoman@hodgsonruss.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. ALBANY LEADERSHIP: S&P Lowers 2019A&B Long-Term Bond Rating to 'B+' ------------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'B+' from 'BB' on Albany Capital Resource Corp., N.Y.'s series 2019A and 2019B bonds issued for Albany Leadership Charter High School for Girls (ALCSG). The outlook is negative. "The multinotch downgrade reflects our view of ALCSG's weakened financial profile and delayed audited statements, the latter of which could lead to short- to medium-term charter standing risk," said S&P Global Ratings credit analyst David Holmes. "The negative outlook reflects our view that there is at least a one-in-three chance that we could lower the rating within the one-year outlook period if moderate-to-significant enrollment declines pressured the demand profile such that financial operations, lease-adjusted MADS coverage, or days' cash on hand were to weaken, or if financial reports concerns, including untimely audited statements, persisted." AMERICAN TRAILER: S&P Alters Outlook to Stable, Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings revised the outlook to stable from negative and affirmed American Trailer World Corp.'s (ATW) ratings, including its 'B' issuer credit rating. S&P said, "The stable outlook reflects our forecast for S&P Global Ratings-adjusted leverage in the mid-5x area in 2024. Despite our expectation for only modest near-term improvement to demand in the trailer industry, this provides sufficient cushion below our 6x downgrade threshold to absorb a modest decline in earnings resulting from a prolonged weaker demand environment or cost inflation. "We forecast S&P Global Ratings-adjusted leverage will remain in the mid-5x area in 2024 as ATW charts out a return to revenue growth. ATW increased its EBITDA margin despite a 24% year-over-year revenue decline in the first nine months of 2023 due to demand pull-forward in 2021 and 2022, channel destocking, and the effects on demand from higher interest rates. This was due to its ability to hold price, achieve savings through cost-out initiatives, and the benefit of lower material and freight costs. ATW minimized EBITDA declines amid softer end markets and negative operating leverage. "For 2024, we forecast mid-single-digit percent revenue growth since we assume demand for ATW's products will pick up slowly, modestly driven by somewhat lower average pricing, new store openings, product introductions, market share gains in some national accounts, and better product availability following increased stock builds. While we believe ATW will maintain some cost efficiencies from 2023, S&P Global Ratings-adjusted EBITDA margin will decline about 200 basis points year over year in 2024 due to the margin impact of lower pricing and incremental investments to support new and existing store operations. Nevertheless, and notwithstanding our forecast for a modest EBITDA margin decline, our forecast for revenue growth drives sufficient EBITDA generation to translate to S&P Global Ratings-adjusted leverage of about 5.4x in 2024. "We believe most destocking in ATW's channels is done, however some headwinds may weigh on demand and revenue growth prospects. We expect incremental end-market demand in 2024 for consumer- and professional-grade trailers, and that relatively lower inventory held at dealers and retailers at the start of the year should generally support channel restocking and benefit trailer manufacturer revenues through the year. However, the pull-forward demand in 2021 and 2022, sustained high interest rates, and a potentially weaker consumer may defer replacement trailer purchases beyond 2024. This, in turn, could weigh on ATW's organic growth and credit metrics. "While we forecast ATW will generate good free operating cash flow (FOCF) in 2024, we believe it will continue to operate with an aggressive financial policy. We expect a return to positive FOCF in 2023 and through 2024, with unadjusted FOCF of $50 million-$60 million in 2024. Our forecast assumes good EBITDA generation and modest working capital inflow from the release of capital tied up in inventory, offset by somewhat higher capital spending of about $45 million to fund new stores and other growth opportunities. While we do not incorporate large shareholder distributions into our forecast, ATW has a history of such transactions. We believe that if operating performance materially strengthens, the company may again consider them. "The stable outlook reflects our forecast for S&P Global Ratings-adjusted leverage in the mid-5x area in 2024. Despite our expectation for only modest near-term improvement to demand in the trailer industry, this provides sufficient cushion below our 6x downgrade threshold to absorb a modest decline in earnings resulting from a prolonged weaker demand environment or cost inflation." S&P could lower the ratings on ATW if it expects adjusted leverage to remain above 6x without clear prospects for recovery within a few quarters. This could occur if: -- Demand for trailers is more constrained than S&P's forecast; -- The company cannot maintain pricing; -- It pursues large debt funded acquisitions or shareholder returns; or -- S&P does not believe the company can generate FOCF over the next 12 months. Although unlikely in the near-term, S&P could raise the ratings on ATW if: -- S&P believes the company and its sponsor are committed to maintaining financial policies that would support S&P Global Ratings-adjusted leverage sustained under 5x; -- It sustains FOCF to debt well above 5% even through a cyclical downturn in its end markets; and -- S&P views earnings and cash flow as less volatile over time, possibly a result of improved product, geographic, or end-market diversification. ARCH THERAPEUTICS: Reports $2.68M Net Loss in First Quarter ----------------------------------------------------------- Arch Therapeutics, Inc. filed with the U.S. Securities and Exchange Commission, its Quarterly Report on Form 10-Q disclosing a net loss of $2,681,652 on $45,867 of revenue for the three months ended December 31, 2023, compared to a net loss of $1,800,056 on $6,261 of revenue for the same period in 2022. As of December 31, 2023, the Company had $1,821,947 in total assets, $11,397,463 in total current liabilities, and $9,575,516 in total stockholders' deficit. The Company expects to incur substantial expenses for the foreseeable future relating to research, development and commercialization of its potential products. However, there can be no assurance that the Company will be successful in securing additional resources when needed, on terms acceptable to the Company, if at all. Therefore, there exists substantial doubt about the Company's ability to continue as a going concern. 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/1537561/000143774924004857/arch20231231_10q.htm About Arch Therapeutics Inc. Framingham, MA-based Arch Therapeutics, Inc. is a biotechnology company developing and marketing a products based on its innovative AC5 self-assembling technology platform. 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. Los Angeles, CA-based Weinberg & Company, P.A., the Company's auditor since 2024, issued a "going concern" qualification in its report dated February 14, 2024, citing that 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. ASCENT SOLAR: Haynie & Company Raises Going Concern Doubt --------------------------------------------------------- Ascent Solar Technologies, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that the Company's auditor, Haynie & Company, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm, Haynie & Company said, "The Company has had limited production which has led to the Company having a working capital deficit resulting in the Company being dependent on outside financing to fund its operations. There is no assurance that the Company will be able to raise additional capital and cash on hand is not sufficient to sustain operations. These factors raise substantial doubt about its ability to continue as a going concern." For the years ended December 31, 2023, the Company reported a net loss of $17,069,896, compared to a net loss of $19,754,705 for the same period in 2022. According to the Company, it has continued limited PV production at its manufacturing facility. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented its product strategy. During the year ended December 31, 2023 the Company used $9,536,879 in cash for operations. Additional projected revenues are not anticipated to result in a positive cash flow position for the year 2024 overall and, as of December 31, 2023, the Company has working capital deficit of $4,225,559. As such, additional financing will be required for the Company to reach a level of sufficient sales to achieve profitability. The Company continues to accelerate sales and marketing efforts related to its specialty PV application strategies through expansion of its sales and distribution channels. The Company continues activities to secure additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs or sell assets. Such actions would likely have an adverse impact on the Company's future operations. As a result of the Company's recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company's ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company's ability to continue as a going concern. Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. As of December 31, 2023, the Company has $6,298,706 in total assets, $7,825,317 in total liabilities, and $1,526,611 in total stockholders' deficit. A full-text copy of the Company's Form 10-K is available at: https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1350102/000095017024017977/asti-20231231.htm About Ascent Thornton, CO-based Ascent Solar Technologies, Inc. focuses on integrating its PV products into scalable and high value markets such as agrivoltaics, aerospace, satellites, near earth orbiting vehicles, and fixed wing unmanned aerial vehicles ("UAV"). The value proposition of Ascent's proprietary solar technology not only aligns with the needs of customers in these industries, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like fixed-wing UAVs. Ascent sees significant overlap of the needs of end users across some of these industries and can achieve economies of scale in sourcing, development, and production in commercializing products for these customers. AUDACY INC: Texas Bankruptcy Court Approves Reorganization Plan --------------------------------------------------------------- Audacy, Inc., (OTC: AUDA)on Feb. 20 disclosed that the United States Bankruptcy Court for the Southern District of Texas (the "Court") approved the Company's Plan of Reorganization ("the Plan"). With the Plan approved, Audacy expects to emerge from the Chapter 11 process after the Company obtains approval from the Federal Communications Commission. "The announcement marks a powerful step forward for Audacy, positioning the Company for an exciting future," said David J. Field, Chairman, President and CEO of Audacy. "As expected, we have achieved a speedy confirmation of our prepackaged Plan, which will enable Audacy to pursue our strategic goals and opportunities in the dynamic audio business. We aim to drive accelerated growth and financial performance, capitalizing on our scaled, leadership position, our uniquely differentiated premium audio content and the robust capital structure that we will have upon emergence. I also want to express my gratitude to our team, who continue their outstanding work to serve our listeners and customers with excellence and fulfill our commitments without missing a beat." Audacy operates one of the country's two scaled radio broadcasting groups, as well as one of the country's largest podcast studios, the Audacy direct-to-consumer streaming platform and multiple audio networks. Audacy is also a major event producer and a digital marketing solutions provider and is the unrivaled leader in local news and sports radio. The restructuring will enable Audacy to continue its strategic digital transformation and capitalize on its position as a scaled, leading multi-platform audio content and entertainment company differentiated by its exclusive, premium audio content. Under the approved Plan, Audacy will equitize approximately $1.6 billion of funded debt, a reduction of 80% from approximately $1.9 billion to approximately $350 million. Trade and other unsecured creditors will not be impaired. For more information on Audacy's restructuring, including access to Court documents, please visit https://dm.epiq11.com/Audacy or contact Epiq Corporate Restructuring, LLC, the Company's claims and noticing agent, at (877) 491-3119 (toll free U.S.) / +1(503) 406-4581 (International) or audacy@epiqglobal.com. Additional information is also available at forward.audacyinc.com. PJT Partners is acting as investment banker, FTI Consulting is acting as financial advisor and Latham & Watkins LLP is acting as legal counsel to Audacy. Greenhill & Co., LLC is acting as financial advisor and Gibson, Dunn & Crutcher LLP is acting as legal counsel to the DIP financing lenders and the ad hoc group of first lien debtholders. Evercore Group, LLC is acting as financial advisor and Akin Gump Strauss Hauer & Feld is acting as legal counsel to the ad hoc group of second lien debtholders. About Audacy Inc. Audacy Inc. is a multi-platform audio content and entertainment company with the country's best collection of local music, news and sports brands, a premium podcast creator, major event producer and digital innovator. Audacy Inc. and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90004) on Jan. 7, 2024, with $2,788,943,000 in assets and $2,662,320,000 in liabilities. Richard J. Schmaeling, executive vice president & chief financial officer, signed the petitions. Judge Christopher M. Lopez oversees the case. LATHAM & WATKINS LLP and PORTER HEDGES LLP are the Debtors' legal counsel. AVISON YOUNG: S&P Lowers ICR to 'SD' on Missed Term Loan Payments ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Avison Young (Canada) Inc. to 'SD' (selective default) from 'CCC'. At the same time, S&P lowered its issue-level rating on the senior secured term loan to 'D' from 'CCC-'. Avison Young failed to make required quarterly principal and interest payments on its senior secured term loan. S&P said, "The downgrade follows our recent receipt of information regarding Avison Young's nonpayment of the required quarterly principal and interest payments on its senior secured term loan. The company failed to make third- and fourth-quarter 2023 principal and interest payments on its senior secured term loan. The company remains current on its debt service obligations under its revolving credit facility. In addition to taking the rating action, our assessment of information received from the company has led us to revise our assessment of management and governance on the issuer to negative from moderately negative. "We expect to review our issuer credit rating on Avison Young in the coming weeks when we receive additional information about its intentions to meet these and other financial obligations." BILLING ELECTRONIC: Court OKs Deal on Cash Collateral Access ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of New York authorized Billing, Electronic Systems Technology, Inc. to use cash collateral in accordance with its agreement with NBT Bank, National Association. NBT Bank has a pre-petition perfected security interest in and lien on all of the Debtor's inventory, accounts, equipment, and general intangibles by reason of, among other things, (a) the Promissory Note dated October 9, 2013 in the original maximum principal amount of $300,000, and (b) the Commercial Security Agreement dated October 9, 2013. NBT Bank's security Interest was originally perfected by the filing of a UCC Financing Statement with the New York State Department of State on October 15, 2013 as Filing No. 201310156087427. NBT Bank filed a Proof of Claim on October 3, 2023 in the amount of $138,618, with $71,406 of that as the secured portion. The parties agreed that the Debtor may use cash collateral including its accounts receivable and proceeds thereof, through June 30, 2024. As adequate protection of NBT Bank's interest in the Collateral, including the cash collateral, NBT Bank is granted continuing valid, binding, enforceable and perfected liens and security interests as existed as of the Petition Date in and to the Collateral and all of the Debtor's accounts receivable. Moreover, said perfected liens and security interests will attach without limitation to any and all cash, income, proceeds, insurance proceeds, products, profits, offspring, revenues and rents arising from all pre-petition Collateral, and whether now owned or hereafter acquired by the Debtor and whether existing before or after the Petition Date. As further adequate protection, the Debtor will provide to NBT Bank a roll-over security interest In and lien on all Post-Petition Collateral obtained or received after the Petition Date of the kind and nature specified In the pre-petition Loan Documents based upon the equities of the case in accordance with 11 U.S.C. Section 522. As further adequate protection of NBT Bank's interest in the Collateral, the Debtor will make a payment to NBT Bank in the amount of $1,000 on January 1, 2024 and on the first day of each month thereafter through and including June 1, 2024. A copy of the order is available at https://urlcurt.com/u?l=2zuqj2 from PacerMonitor.com. About Billing, Electronic Systems Technology, Inc. Billing, Electronic Systems Technology, Inc. provides bookkeeping and payroll services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. N.Y. Case No. 23-10977) on September 22, 2023. In the petition signed by Mary Ann Fuina, president, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Judge Robert E Littlefield Jr. oversees the case. Peter A. Pastore, Esq., at O'Connell and Aronowitz PC, represents the Debtor as legal counsel. BOWFLEX INC: Raises Going Concern Doubt --------------------------------------- Bowflex 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 its ability to continue as a going concern. According to the Company, as a result of the continued challenging retail operating environment, deteriorating macroeconomic conditions, and decline in customer demand, it experienced a significant year-over-year decline in its revenue for the three and nine months ended December 31, 2023. Additionally, the Company now believes that conditions will not improve in the next several quarters, which is negatively affecting its liquidity projections. The Company's management has been actively pursuing alternatives to access liquidity or sell the Company or its assets, which may include making a voluntary filing under federal bankruptcy laws. If the Company is not able to promptly consummate a transaction or access additional sources of liquidity, it will not be able to maintain compliance with debt covenants in its credit facilities and may not be able to continue to operate its business. Management has determined that under these circumstances, there is substantial doubt about the Company's ability to continue as a going concern for the next 12 months. For the three and nine months ended December 31, 2023, the Company incurred a net loss of $34.3 million and $51.8 million, respectively, and for the three and nine months ended December 31, 2022, it incurred a net loss of $11.1 million and $84.5 million, respectively. As of December 31, 2023, the Company had $15.9 million of cash, working capital of $31.9 million, and $24.4 million available for future borrowings under our ABL Credit Facility. As of December 31, 2023, the Company had $140.12 million in total assets, $125.96 million in total liabilities, and $14.2 million in total shareholders' equity. 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/1078207/000107820724000019/bfx-20231231.htm 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. BRIGHT STEPS: Court Directs U.S. Trustee to Appoint PCO ------------------------------------------------------- Judge Katharine Samson of the U.S. Bankruptcy Court for the Southern District of Mississippi directed the U.S. Trustee for Region 5 to appoint a patient care ombudsman for Bright Steps Therapy, LLC. The bankruptcy judge finds that the provisions of Section 333(a)(1) of the Bankruptcy Code for appointment of a patient care ombudsman apply to Bright Steps Therapy after having filed its bankruptcy petition, indicating that it operates a health care business. About Bright Steps Therapy Bright Steps Therapy, LLC is a company in Poplarville, Miss., which offers physical therapy and occupational therapy services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 24-50150) on Feb. 6, 2024, with up to $50,000 in assets and $1 million to $10 million in liabilities. Marcus R. Houston, owner and operator, signed the petition. Judge Katharine M. Samson oversees the case. Nicholas T. Grillo, Esq., at Grillo Law Firm represents the Debtor as bankruptcy counsel. CAPROCK LAND: Trustee Seeks to Hire OCR Aviation as Broker ---------------------------------------------------------- Laurie Dahl Rea, the Chapter 11 Trustee of Caprock Land Company, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire OCR Aviation as broker. OCR will market and sell the Debtor's interest in a 2017 Cessna 525 M2. The broker will receive a flat fee commission of $50,000. OCR Aviation is a disinterested party as defined in section 101(14) of the Bankruptcy Code and does not hold or represent any interest adverse to the estate, according to court filings. The broker can be reached through: Rich Manor OCR Aviation 2721 E Spring St Long Beach, CA 90806 Phone: (562) 426-5331 About CapRock Land Company, LLC CapRock Land Company, LLC is a global logistics company that manages organic feed ingredients around the world to the benefit of its end customers. CapRock operates seven storage facilities across the U.S. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-20172) on August 25, 2023. In the petition signed by Thomas Bunkley, owner, the Debtor disclosed up to $10 million in assets and $50 million in liabilities. Judge Robert L. Jones oversees the case. Steven L. Hoard, Esq., at Mullin Hoard & Brown, LLP, represents the Debtor as legal counsel. StoneX Commodity Solutions LLC, as lender, is represented by Polsinelli PC. CAREISMATIC BRANDS: Hires Cole Schotz as Bankruptcy Co-Counsel -------------------------------------------------------------- Careismatic Brands, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Cole Schotz P.C. as their bankruptcy co-counsel. The firm's services include: (a) providing the Debtors with advice, based on their extensive experience practicing in the District of New Jersey, regarding the Debtors' rights, powers, and duties as debtors in possession in continuing to operate and manage their assets and business; (b) providing legal advice and services regarding local rules, practices and procedures including Third Circuit law; (c) providing certain services in connection with the administration of the Chapter 11 Cases including, without limitation, preparing agendas, hearing notices, and hearing binders of documents and pleadings; (d) reviewing and commenting on proposed drafts of pleadings to be filed with the Court; (e) appearing in Court and at any meeting with the United States Trustee and any meeting of creditors; (f) providing legal advice and services on any matter on which K&E may have a conflict or as needed based on specialization; (g) performing all other legal services for and on behalf of the Debtors which may be necessary or appropriate in the administration of their Chapter 11 Cases and fulfillment of their duties as debtors in possession; and (h) responding to creditor and party-in-interest inquiries directed to Cole Schotz. The hourly rates of Kirkland's counsel and staff are as follows: Members $575 to $1,475 Special Counsel $620 to $750 Associates $375 to $600 Paralegals $315 to $440 In addition, the firm will be reimbursed for out-of-pocket expenses incurred. Cole Schotz received a retainer in the amount of $113,652.50. Michael Sirota, a shareholder at Cole Schotz, also provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines. 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: Cole Schotz has never represented the client before. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Cole Schotz is currently formulating a budget and staffing plan, which it will review with the Debtors. Cole Schotz will file its budgets and staffing plans in connection with any and all applications for interim and final compensation they file these Chapter 11 Cases Mr. Sirota disclosed in a court filing that the firms are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael D. Sirota, Esq. Warren A. Usatine, Esq. Felice R. Yudkin, Esq. COLE SCHOTZ P.C. Court Plaza North 25 Main Street Hackensack, NJ 07601 Telephone: (201) 489-3000 Facsimile: (201) 489-1536 Email: msirota@coleschotz.com About Careismatic Brands The Santa Monica, Calif.-based Careismatic Brands, LLC is a designer, marketer, and distributor of medical apparel, footwear, and accessories. Founded in 1995 in Chatsworth, Calif., Careismatic has grown from operating a single flagship brand, Cherokee Medical Uniforms, to a portfolio of seventeen brands. The company offers value to its stakeholders through its spectrum of medical apparel and workwear and omnichannel distribution capabilities across the globe. It has an extensive portfolio of iconic and emerging brands across the health and wellness platform, including Cherokee Uniforms, Dickies Medical, Heartsoul Scrubs, Infinity, Scrubstar, Healing Hands, Med Couture, Medelita, Classroom Uniforms, AllHeart, Silverts Adaptive Apparel, and BALA Footwear. Careismatic Brands filed Chapter 11 petition (Bankr. D. N.J. Lead Case No. 24-10561) on Jan. 22, 2024, with $1 billion to $10 billion in both assets and liabilities. Kent Percy, chief restructuring officer, signed the petition. Judge Vincent F. Papalia oversees the case. Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP represent the Debtor as general bankruptcy counsel; Cole Schotz, P.C. as local bankruptcy counsel; AP Services, LLC as financial advisor; PJT Partners, LP as investment banker; and C Street Advisory Group as strategic communications advisor. Donlin, Recano & Company, Inc. is the claims, noticing and solicitation agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP. CAREISMATIC BRANDS: Hires Kirkland & Ellis as Bankruptcy Counsel ---------------------------------------------------------------- Careismatic Brands, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their attorneys. Kirkland & Ellis will render these services: (a) advise the Debtors regarding their powers and duties in the continued management and operation of their businesses and properties; (b) advise and consult the conduct of these Chapter 11 cases; (c) attend meetings and negotiate with representatives of creditors and other parties in interest; (d) take all necessary actions to protect and preserve the Debtors' estates; (e) prepare pleadings in connection with these Chapter 11 cases; (f) represent the Debtors in connection with obtaining authority to continue using cash collateral and post-petition financing; (g) advise the Debtors in connection with any potential sale of assets; (h) appear before the court and any appellate courts to represent the interests of the Debtors' estates; (i) advise the Debtors regarding tax matters; (j) take any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto; and (k) perform all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 cases. The hourly rates of Kirkland's counsel and staff are as follows: Partners $1,195 - $2,465 Of Counsel $820 - $2,245 Associates $745 - $1,495 Paraprofessionals $325 - $625 In addition, Kirkland will be reimbursed for out-of-pocket expenses incurred. On Nov. 13, 2023, the Debtors paid $100,000 to Kirkland as an advance payment retainer. Chad Husnick, a partner at Kirkland & Ellis LLP and Kirkland & Ellis International, LLP, also provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines. Question: Did Kirkland agree to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement? Answer: No. Question: Do any of the Kirkland professionals in this engagement vary their rate based on the geographic location of the Debtors' Chapter 11 cases? Answer: No. Question: If Kirkland has represented the Debtors in the 12 months prepetition, disclose Kirkland's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Kirkland's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Kirkland's current hourly rates for services rendered on behalf of the Debtors range as follows: Billing Category U.S. Range Partners $1,195 - $2,245 Of Counsel $820 - $2,125 Associates $685 - $1,395 Paraprofessionals $295 - $575 Question: Have the Debtors approved Kirkland's budget and staffing plan, and, if so, for what budget period? Answer: Kirkland is currently formulating a budget and staffing plan, which it will review with the Debtors. Kirkland will file its budget and staffing plan in connection with any and all applications for interim and final compensation they file in these chapter 11 cases. Mr. Husnick disclosed in a court filing that the firms are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Chad J. Husnick, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654 Tel: (312) 862-2000 Email: chad.husnick@kirkland.com About Careismatic Brands The Santa Monica, Calif.-based Careismatic Brands, LLC is a designer, marketer, and distributor of medical apparel, footwear, and accessories. Founded in 1995 in Chatsworth, Calif., Careismatic has grown from operating a single flagship brand, Cherokee Medical Uniforms, to a portfolio of seventeen brands. The company offers value to its stakeholders through its spectrum of medical apparel and workwear and omnichannel distribution capabilities across the globe. It has an extensive portfolio of iconic and emerging brands across the health and wellness platform, including Cherokee Uniforms, Dickies Medical, Heartsoul Scrubs, Infinity, Scrubstar, Healing Hands, Med Couture, Medelita, Classroom Uniforms, AllHeart, Silverts Adaptive Apparel, and BALA Footwear. Careismatic Brands filed Chapter 11 petition (Bankr. D. N.J. Lead Case No. 24-10561) on Jan. 22, 2024, with $1 billion to $10 billion in both assets and liabilities. Kent Percy, chief restructuring officer, signed the petition. Judge Vincent F. Papalia oversees the case. Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP represent the Debtor as general bankruptcy counsel; Cole Schotz, P.C. as local bankruptcy counsel; AP Services, LLC as financial advisor; PJT Partners, LP as investment banker; and C Street Advisory Group as strategic communications advisor. Donlin, Recano & Company, Inc. is the claims, noticing and solicitation agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP. CAREISMATIC BRANDS: Seeks to Hire KPMG LLP as Tax Consultant ------------------------------------------------------------ Careismatic Brands, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ KPMG LLP to provide tax consulting services. The tax consulting services include: a. Internal Revenue Code ("IRC") section 382 issues related to Potential Restructuring alternatives, including a sensitivity analysis to reflect the IRC section 382 impact of the proposed and/or hypothetical equity transactions; b. net unrealized built-in gains and losses and Notice 2003-65 as applied to the ownership change, if any, resulting from or in connection with the Potential Restructuring; c. Debtors' tax attributes, including net operating losses, tax basis in assets, and tax basis in subsidiaries' stock as relevant to the Potential Restructuring; d. cancellation of debt income, including the application of IRC section 108 and consolidated tax return regulations relating to the restructuring of nonintercompany debt and the completed capitalization/settlement of intercompany debt; e. application of the attribute reduction rules under IRC section 108(b) and Treasury Regulation Section 1.1502-28, including a benefit analysis of IRC section 108(b)(5) and 1017(b)(3)(D) elections as related to the Potential Restructuring; f. relevant tax elections available and filing of any necessary election statements; g. tax implications of any internal reorganizations and restructuring alternatives; h. cash tax modeling of the tax benefits or tax costs of restructuring alternatives; i. tax implications of any dispositions of assets and/or subsidiary stock pursuant to the Potential Restructuring; j. potential bad debt, worthless stock, and retirement tax losses associated with the Potential Restructuring; k. tax treatment of restructuring related costs; and l. assistance with tax claim resolution process. The firm will be paid at these rates: Partners $1,248 to $1,388 per hour Managing Directors $1,188 to $1,288 per hour Senior Managers/Directors $1,068 to $1,108 per hour Managers $928 to $1,008 per hour Senior Associates $768 per hour Associates $464 per hour The firm will be paid a retainer in the amount of $150,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Olayinka Kukoyi, a partner at KPMG, 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: Olayinka Kukoyi, CPA KPMG LLP 811 Main Street, Suite 4500 Houston, TX 77002 Tel: (713) 319-2000 About Careismatic Brands The Santa Monica, Calif.-based Careismatic Brands, LLC is a designer, marketer, and distributor of medical apparel, footwear, and accessories. Founded in 1995 in Chatsworth, Calif., Careismatic has grown from operating a single flagship brand, Cherokee Medical Uniforms, to a portfolio of seventeen brands. The company offers value to its stakeholders through its spectrum of medical apparel and workwear and omnichannel distribution capabilities across the globe. It has an extensive portfolio of iconic and emerging brands across the health and wellness platform, including Cherokee Uniforms, Dickies Medical, Heartsoul Scrubs, Infinity, Scrubstar, Healing Hands, Med Couture, Medelita, Classroom Uniforms, AllHeart, Silverts Adaptive Apparel, and BALA Footwear. Careismatic Brands filed Chapter 11 petition (Bankr. D. N.J. Lead Case No. 24-10561) on Jan. 22, 2024, with $1 billion to $10 billion in both assets and liabilities. Kent Percy, chief restructuring officer, signed the petition. Judge Vincent F. Papalia oversees the case. Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP represent the Debtor as general bankruptcy counsel; Cole Schotz, P.C. as local bankruptcy counsel; AP Services, LLC as financial advisor; PJT Partners, LP as investment banker; and C Street Advisory Group as strategic communications advisor. Donlin, Recano & Company, Inc. is the claims, noticing and solicitation agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP. CAREISMATIC BRANDS: Seeks to Tap PJT Partners as Investment Banker ------------------------------------------------------------------ Careismatic Brands, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ PJT Partners LP as their investment banker. The firm will render these services: a. assist in the evaluation of the Debtors' businesses and prospects; b. assist in the development of financial data and presentations to the Boards, various creditors, and/or other third parties; c. analyze various Transaction scenarios and the potential impact of these scenarios on the recoveries of those stakeholders impacted by a Transaction; d. provide strategic advice with regard to any proposed Transaction; e. evaluate the Debtors' debt capacity and alternative capital structures; f. participate in negotiations among the Debtors and their creditors, suppliers, lessors, other interested parties, and/or potential financing parties; g. advise the Debtors and negotiate with lenders with respect to potential waivers or amendments of various Obligations; h. assist in arranging financing for the Debtors, as requested; i. assist in the development of the Debtors' long-term business plan and related financial projections; j. analyze the Debtors' financial liquidity and evaluate alternatives to improve such liquidity; k. value securities offered by the Debtors in connection with a Transaction; l. provide expert witness testimony concerning any of the subjects encompassed by the other investment banking services; and m. provide such other advisory services as are customarily provided in connection with the analysis and negotiation of a transaction similar to a potential Transaction, as requested and mutually agreed. The firm will be compensated as follows: a. Monthly Fee. The Debtors shall pay PJT a monthly advisory fee in the amount of $175,000 per month. b. Capital Raising Fee. The Debtors shall pay PJT a capital raising fee for any Capital Raise, earned and payable upon the earlier of the receipt of a binding commitment letter and the closing of such Capital Raise. The Capital Raising Fee will be calculated as: -- 1.25 percent of the total issuance and/or committed amount of senior debt financing, but excluding senior debt financing that is or may (or is anticipated in the future to) constitute a Structured Financing; -- 2.75 percent of the total issuance and/or committed amount of (A) Structured Financing, (B) junior debt financing, or (C) unsecured debt financing (including, without limitation, financing that is junior in right of payment, second lien, subordinated (structurally or otherwise) and unsecured debt); and -- 5.0 percent of the issuance and/or committed amount of equity financing; in each case, including by means of a back-stop commitment. If any portion of the debt or equity financing is raised from Partners Group or its affiliates, then no Capital Raising Fee shall be payable in respect of such portion of the financing or capital raised from the Sponsor, unless the Debtors receive a bona fide good faith alternative proposal from a party other than the Sponsor for a debt or equity financing, and the Sponsor nevertheless participates in a Capital Raise, in which case PJT shall be entitled to receive 50 percent of the Capital Raising Fee to which it otherwise would have been entitled in respect of any debt or equity financing raised from the Sponsor, payable by the Debtors; provided that the Sponsor Capital Raising Fee shall only be payable to PJT if such good faith alternative proposal from a third party is, in the instance the Sponsor provides any portion of the financing in debt, also provided in debt and, in the instance the Sponsor provides any portion of the financing in equity, also provided in equity. In the event that both a Capital Raising Fee and a Restructuring Fee are earned in connection with consummation of a chapter 11 plan of reorganization or any other in-court Restructuring, 25 percent of such Capital Raising Fee paid to PJT shall be credited against the Restructuring Fee. "Structured Financing" shall mean senior debt (A) issued at (or intended to be moved to or owed or guaranteed by) a non-guarantor of the CBI Intermediate, Inc. funded debt, and/or (B) issued at (or intended to be moved to or owed or guaranteed by) a direct or indirect unrestricted subsidiary of CBI Intermediate, Inc., and/or (C) issued at borrower entities in the restricted group as to which debt additional credit support is provided by an entity that was not previously (or is not expected to be going forward) a guarantor of the Debtors' funded debt, and/or (D) as to which liens are granted in respect of additional collateral not already pledged for the benefit of the Debtors' funded debt. c. Restructuring Fee. The Debtors shall pay PJT an additional fee equal to $6,500,000, earned and payable upon consummation of a Restructuring, including consummation of a chapter 11 plan or any other Restructuring pursuant to an order of the Court or any other court. d. Expense Reimbursements. In addition to the fees described above, the Debtors agree to reimburse PJT for all reasonable out-of-pocket expenses incurred during the engagement. Josh Abramson, a partner of PJT, assured the court that the firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code. The firm can be reached through: Josh Abramson PJT PARTNERS LP 280 Park Avenue New York, NY 10017 Telephone: (212) 364-7800 About Careismatic Brands The Santa Monica, Calif.-based Careismatic Brands, LLC is a designer, marketer, and distributor of medical apparel, footwear, and accessories. Founded in 1995 in Chatsworth, Calif., Careismatic has grown from operating a single flagship brand, Cherokee Medical Uniforms, to a portfolio of seventeen brands. The company offers value to its stakeholders through its spectrum of medical apparel and workwear and omnichannel distribution capabilities across the globe. It has an extensive portfolio of iconic and emerging brands across the health and wellness platform, including Cherokee Uniforms, Dickies Medical, Heartsoul Scrubs, Infinity, Scrubstar, Healing Hands, Med Couture, Medelita, Classroom Uniforms, AllHeart, Silverts Adaptive Apparel, and BALA Footwear. Careismatic Brands filed Chapter 11 petition (Bankr. D. N.J. Lead Case No. 24-10561) on Jan. 22, 2024, with $1 billion to $10 billion in both assets and liabilities. Kent Percy, chief restructuring officer, signed the petition. Judge Vincent F. Papalia oversees the case. Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP represent the Debtor as general bankruptcy counsel; Cole Schotz, P.C. as local bankruptcy counsel; AP Services, LLC as financial advisor; PJT Partners, LP as investment banker; and C Street Advisory Group as strategic communications advisor. Donlin, Recano & Company, Inc. is the claims, noticing and solicitation agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP. CBS TRUCKING: Court OKs Cash Collateral Access Thru March 12 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York authorized CBS Trucking, Inc. to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance, for the period from February 7, 2024 through March 12, 2024. The Debtor requires the use of cash collateral to meet its current necessary and integral business obligations. ReadyCap and Key Bank each hold a duly perfected security interest in Debtor's property, including the proceeds thereof, to the extent perfected prior to the Petition Date, by virtue of certain commercial loan agreements and related security agreements and the filing of UCC-1 Financing Statements evidencing such interests. The Debtor acknowledges the Debtor's repayment obligations under the Loan Agreements, and ReadyCap and Key Bank assert that they are secured by, inter alia, liens and security interests in all of the Debtor's cash and cash equivalents, by virtue of respective UCC-1 Financing Statements filed by ReadyCap and Key Bank; and ReadyCap further asserts that its Pre-Petition Lien on and security interest in the Debtor's property and the cash collateral have been properly perfected under applicable law and are prior in right to the Pre-Petition Lien and security interest of Key Bank. As of the Filing Date, the Debtor was indebted to ReadyCap in the approximate collective amount of $1.1 million. The Debtor was also indebted to Key Bank in the approximate collective amount of $49,928. As adequate proetction, ReadyCap and Key Bank are granted replacement liens in the cash collateral, to the extent that said liens were valid, perfected and enforceable as of the Petition Filing Date and in the continuing order of priority of the Prepetition Liens without determination herein as to the nature, extent and validity of said prepetition liens and claims, and solely to the extent Collateral Diminution occurs during the Chapter 11 case, subject to: (i) the claims of Chapter 11 professionals duly retained and to the extent awarded pursuant to 11 U.S.C. Sections 330 or 331 or pursuant to any monthly fee order entered in the Chapter 11 case; (ii) United States Trustee fees pursuant to 28 U.S.C. Section 1930 and 31 U.S.C. Section 3717; and (iii) the payment of any claim of any subsequently appointed Chapter 7 Trustee to the extent of $10,000; and (iv) estate causes of action and the proceeds of any recoveries of estate causes of action under Chapter 5 of the Bankruptcy Code. As additional adequate protection for the Debtor's use of cash collateral during the Interim Cash Collateral Period, the Debtor will pay to ReadyCap a monthly partial debt service payment in the amount of $4,000 on or before February 21, 2024 and a monthly partial debt service payment in the amount of $4,000 per month as agreed upon between the Debtor and ReadyCap. As additional adequate protection for the Debtor's use of cash collateral, the Debtor will pay to Key Bank monthly debt service payments in the amount required under the applicable Loan Agreement. The Replacement Liens and security interests granted are automatically deemed perfected upon entry of the Order without the necessity of ReadyCap or Key Bank taking possession, filing financing statements, mortgages, or other documents. The Debtor's authorization to use cash collateral and the consent of ReadyCap and Key Bank thereto, will immediately terminate without further order on the earlier of: (a) March 13, 2024, at 5 p.m.; (b) the entry of any order granting ReadyCap and/or Key Bank, or any party other than ReadyCap or Key Bank, relief from the automatic stay with respect to any property of the Debtor in which ReadyCap or Key Bank claims a lien or security interest, whether pursuant to this Order or otherwise; (c) the entry of an order dismissing the Chapter 11 proceeding or converting this proceeding to a case under Chapter 7 of the Code; (d) the entry of an order confirming a plan of reorganization; or (e) the entry of an order by which the Order is reversed, revoked, stayed, rescinded, modified or amended without the consent of ReadyCap and Key Bank thereto. A final hearing on the matter is set for March 12 at 9 a.m. A copy of the order is available at https://urlcurt.com/u?l=kyEaFU from PacerMonitor.com. About CBS Trucking, Inc. CBS Trucking, Inc. is part of the general freight trucking industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-35547) on June 30, 2023. In the petition signed by Sokol Bala, president, the Debtor disclosed $448,619 in assets and $1.236 million in liabilities. Judge Cecelia G. Morris oversees the case. James J. Rufo, Esq., at Law Office of James J. Rufo, represents the Debtor as legal counsel. CELULARITY INC: Implements 15% Across the Board Salary Reduction ---------------------------------------------------------------- Celularity Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that as a condition of the securities purchase agreement with Dragasac Limited dated Jan. 12, 2024, the Company agreed to implement certain changes to the executive compensation program in effect for members of its executive leadership team. Accordingly, Celularity implemented a 15% across the board reduction in the annual base salary rate of the members of its executive leadership team for the year ended Dec. 31, 2024, except for Dr. Hariri, who voluntarily elected to reduce his annual base salary rate for the year ended Dec. 31, 2024 by 85%. As contemplated by the SPA, Celularity entered into amendments to the employment agreements with each of David Beers, Stephen Brigido, D.P.M., K. Harold Fletcher, Esq., John Haines and Adrian Kilcoyne, M.D. and other members of its executive leadership team to implement the across the board 15% base salary reductions effective as of Feb. 16, 2024, resulting in the annual base salary rates for the 2024 year. Payment of each executive's base salary at the rate in effect prior to the reductions will resume on Jan. 1, 2025. Executive 2024 Base Salary David Beers $361,250.00 Stephen Brigido, D.P.M. $361,250.00 K. Harold Fletcher, Esq. $323.000.00 John Haines $425,000.00 Adrian Kilcoyne, M.D. $403,750.00 As previously disclosed in a current report on Form 8-K filed on Jan. 30, 2023, Dr. Hariri previously agreed to temporarily suspend full payment of his 2023 base salary pursuant to his employment agreement until as late as Dec. 31, 2023. In order to implement the requirement in the SPA that Dr. Hariri not be paid the $1,087,611.83 in base salary that was otherwise due to him for the 2023 calendar year unless Celularity raises additional cash through offerings of equity securities with aggregate net proceeds equal or greater to $21.0 million at a valuation at least equal to the valuation, cost per security or exercise/conversion price, as applicable, of the Class A common stock and PIPE Warrant purchased by Dragasac Limited pursuant to the SPA in compliance with the requirements of Internal Revenue Code Section 409A, the compensation committee of Celularity's board of directors approved a cash bonus program, or bonus program, effective Feb. 16, 2024, pursuant to which Dr. Hariri will be paid 125% of the unpaid base salary upon the satisfaction of the foregoing performance conditions. Accordingly, Celularity and Dr. Hariri entered into a second amendment to Dr. Hariri's employment agreement implementing the 85% base salary reduction effective as of Feb. 16, 2024 and documenting the bonus program. As a result of the reduction, Dr. Hariri's annual rate of base salary for the 2024 year will be $180,000. Payment of Dr. Hariri's base salary at the rate in effect prior to the reduction will resume on Jan. 1, 2025. As contemplated by the SPA, the compensation committee of Celularity's board of directors approved, effective Feb. 16, 2024, stock option grants under Celularity's 2021 Equity Incentive Plan, or the 2021 Plan, to Celularity's executive officers to purchase the number of option shares, as well as grants to Celularity's other members of the executive leadership team. Such options will have an exercise price per share equal to the closing price of Celularity's common stock on Feb. 16, 2024, vest quarterly over a one-year period measured from the grant date, have a term of 10 years, and be evidenced by Celularity's standard form option agreement under the 2021 Plan. Executive Stock Options Robert J. Hariri, M.D., Ph.D. 2,937,788 David Beers 183,612 Stephen Brigido, D.P.M. 183,612 K. Harold Fletcher, Esq. 164,171 John Haines 216,014 Adrian Kilcoyne, M.D. 205,213 About Celularity Celularity Inc. (Nasdaq: CELU) headquartered in Florham Park, N.J., is a biotechnology company leading the next evolution in cellular and regenerative medicine by developing allogeneic cryopreserved off-the-shelf placental-derived cell therapies, including therapeutic programs using mesenchymal-like adherent stromal cells (MLASCs), T-cells engineered with CAR (CAR T-cells), and genetically modified and unmodified natural killer (NK) cells. These therapeutic programs target indications in autoimmune, infectious and degenerative diseases, and cancer. In addition, Celularity develops, manufactures and commercializes innovative biomaterial products also derived from the postpartum placenta. Celularity believes that by harnessing the placenta's unique biology and ready availability, it can develop therapeutic solutions that address significant unmet global needs for effective, accessible, and affordable therapies. Morristown, New Jersey-based Deloitte & Touche LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has suffered recurring losses from operations since inception that raise substantial doubt about its ability to continue as a going concern. CHORD ENERGY: Moody's Alters Outlook on 'Ba2' CFR to Positive ------------------------------------------------------------- Moody's Investors Service changed Chord Energy Corporation's rating outlook to positive from stable. Moody's affirmed Chord's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating and Ba3 senior unsecured notes rating. Chord's SGL-1 Speculative Grade Liquidity (SGL) rating remains unchanged. This rating action follows an agreement reached by Chord to combine with Enerplus Corporation (Enerplus, unrated) in a transaction representing about 90% stock and 10% cash consideration, with a combined enterprise value of roughly $11 billion.[1] Following the transaction, Danny Brown will be the combined company's CEO and its board of directors will initially be comprised of seven representatives from Chord and four representatives from Enerplus. Each company's board of directors has approved the combination. The transaction is expected to close by mid-2024, subject to regulatory approvals and approvals from both Chord and Enerplus shareholders, as well as other customary closing conditions. "Upon its combination with Enerplus, Chord will gain basin intensification in its already established position in the Bakken shale, with a larger production base and deeper drilling inventory, which should enable drilling and operating efficiencies," commented Amol Joshi, Moody's Vice President and Senior Credit Officer. RATINGS RATIONALE Chord's positive rating outlook reflects the increased scale and efficiencies likely to be achieved through the combination with Enerplus, and Moody's expectation that the combined company's credit profile should improve due to asset integration benefits through 2025 even as commodity prices remain volatile. The combined company's solid credit profile is supported by significant reserves and production scale with relatively low expected debt balances and strong leverage metrics. Chord is one of the largest oil producers in the Williston Basin. The company produced about 184 thousand barrels of oil equivalent per day (boepd) on a three-stream basis in the fourth quarter of 2023 while production pro forma for the combination would have been 287 thousand boepd. The benefits of larger scale are somewhat offset by the risks of its single-basin focus and lack of portfolio diversification. Chord's assets are oil-weighted with improved cash margins at higher oil prices, and the company should generate significant free cash flow in 2024 supported by moderate capital spending. The Enerplus combination should further consolidate its Williston Basin acreage position with largely contiguous assets and the ability to generate consistent free cash flow before dividends, which will enhance its resilience and bolster its capacity to withstand negative credit impacts from carbon transition risks. While the financial performance of the company will continue to be influenced by industry cycles, compared to historical experience, Moody's expects future profitability and cash flow in this sector to be more volatile because global initiatives to limit adverse impacts of climate change will constrain the use of hydrocarbons and accelerate the shift to less environmentally damaging energy sources. The company's ability to generate free cash flow and relatively low debt provides it with better positioning than some of its peers with respect to carbon transition risks. However, the company is expected to return about 75% of its free cash flow to shareholders through equity dividends and share buybacks, and the track record of its overall capital allocation framework, financial policy and business strategy is expected to be further established over time. Chord's senior unsecured notes are rated Ba3, one notch below the company's Ba2 CFR, reflecting the notes' junior priority claim on assets to borrowings under the secured revolving credit facility. Chord's very good liquidity is reflected by its SGL-1 rating and is supported by its ability to generate meaningful free cash flow at mid-cycle oil prices. The combined company will likely have a modest cash balance upon closing and the payment of cash consideration to Enerplus shareholders. Chord's existing credit facility has a borrowing base of $2.5 billion with an elected commitment of $1 billion. The revolver matures in 2027 and was undrawn at December 31. The credit facility is subject to financial covenants including a maximum Total Net Debt to EBITDAX ratio of 3.5x and minimum current ratio of 1x. Moody's expects Chord to comfortably comply with these covenants through 2025. Chord should generate meaningful free cash flow during that time, supporting its liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company generates consistent free cash flow pro forma for its combination with Enerplus and after sufficiently reinvesting in the business, balancing shareholder distributions and debtholders' interests while sustaining strong credit metrics and establishing a track record at its increased scale in the context of operating and financial strategies. For an upgrade, the company should maintain a leveraged full-cycle ratio (LFCR) above 2x. Ratings could be downgraded if the company generates meaningful negative free cash flow, LFCR approaches 1x, retained cash flow (RCF) to debt falls below 25%, or Chord's financial policy deteriorates, such as using significant amount of debt for acquisitions or to provide shareholder payouts. Chord Energy Corporation, headquartered in Houston, Texas, is an independent exploration & production company with operations focused in the Williston Basin. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. CIMPRESS PLC: S&P Upgrades ICR to 'B+', Outlook Positive -------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Cimpress PLC to 'B+' from 'B' to reflect the improvement in credit metrics, and we have maintained our positive outlook. At the same time, S&P raised its issue-level ratings on the senior secured debt to 'BB-' from 'B+' and on the senior unsecured debt to 'B-' from 'CCC+'. The '2' and '6' recovery ratings, respectively, are unchanged. The positive outlook reflects S&P's expectations for adjusted leverage to remain below 4.0x. It expects the company to continue to grow revenue and EBITDA at a mid-single digit percent rate and demonstrate a track record with respect to shareholder returns and acquisitions that sustains leverage below 4x. Cimpress has reduced its S&P Global Ratings-adjusted leverage to 3.9x as of Dec 31, 2023, and improved its free operating cash flow (FOCF) to debt ratio to 13.8% for the period ended Dec. 31, 2023, well below our 5.0x and 10% upgrade threshold for the rating, respectively. Cimpress's leverage has declined materially due to strong operating performance. As of Dec. 31, 2023, the company's debt to EBITDA has declined to 3.9x on a trailing 12-month basis, down from 6.7x as of June 30,2023. Cimpress has experienced solid revenue growth of 8% in the first half of its fiscal year, primarily driven by volume growth. EDITDA margin has expanded by 50% over the past year, primarily driven by cost reduction actions taken by the company across input costs, marketing, and operating costs, as well as profitable growth driven most materially by improved results in Vista enabled by its recent technology upgrades and strong execution. S&P Global Ratings-adjusted free operating cash flow (FOCF) to debt has improved to 13.8% as a result of the strong EBITDA growth, and we forecast that Cimpress will generate about $200 million of FOCF in fiscal 2024. S&P said, "We expect that Vista will continue to benefit from improved customer retention rates and its mass customization capability. During calendar year 2023 Cimpress launched new products, improved its infrastructure to serve customers and improved customer experiences on its websites. We therefore expect that the company's investment in a new technology platform, production capability, and customer experience will continue to drive revenue growth and support a solid position in the market. We forecast that these factors will enable Cimpress to continue generating sold growth in fiscal 2024 at a high-single-digit percent rate." Cimpress's financial policy has been less aggressive and supportive of lower leverage. Cimpress's operating performance over the past year has been strong, and leverage has materially declined due to strong EBITDA growth, cash flow generation, and debt repayment. In addition, it has adopted a financial policy that is more supportive of lower leverage than it has historically maintained. Both acquisitions and share repurchases have been sharply curtailed over the past few years because leverage had increased due to operational challenges. As performance improved and leverage decreased, the company lowered its June 30, 2024 net leverage target to 3.0x or below from 3.25x or below in the most recent quarter the company lowered its leverage target to 3x from 3.5x in the most recent quarter. The company's 3x net leverage target corresponds to between 3.5x and 3.75x S&P Global Ratings-adjusted leverage as of June 30, 2024. The company is already below its 3x target, having ended the quarter at 2.87x. Given the magnitude of leverage reduction and having exceeded its target, S&P would expect the company to use cash flow going forward toward share repurchases rather than debt repayment. In addition, it does not expect the company to be as acquisitive as it had been pre-pandemic because it has invested in its technology platforms over the past two years rather than making acquisitions to enhance its offerings. S&P said, "In evaluating the positive outlook, we will focus on the company continuing to demonstrate a prudent financial policy and building a track record with respect to operating at lower levels of leverage while continuing to maintain its positive operating performance. If the company continues on its current trajectory and maintains leverage below 4x on a sustained basis, we could raise the rating to 'BB-'. "The positive outlook reflects our expectations for adjusted leverage to remain below 4x. We expect the company to continue to increase revenue and EBITDA at a mid-single-digit percent rate and demonstrate a track record with respect to shareholder returns and acquisitions that sustains leverage below 4x." S&P could revise its outlook to stable within the next 12 months if S&P Global Ratings adjusted leverage increased above 4x or FOCF to debt declined well below 10%. This could happen if: -- Operational performance weakened due to a more challenging competitive market or the company faced cost pressure that negatively affected margin, or -- The company pursued debt-financed shareholder distributions or acquisitions that increased leverage above 4x. S&P could raise the rating on the company if: -- Cimpress's S&P Global Ratings-adjusted leverage remained below 4x and FOCF to debt remained above 10% for fiscal 2024; and -- The company built a track record with respect to a financial policy that demonstrates that it will maintain S&P Global Ratings-adjusted leverage below 4x on a sustained basis, including acquisitions and shareholder distributions. CLEARWATER PAPER: Moody's Puts 'Ba2' CFR on Review for Downgrade ---------------------------------------------------------------- Moody's Investors Service placed Clearwater Paper Corporation's Ba2 Corporate Family Rating on review for downgrade. Previously the outlook was stable. At the same time, Moody's has also placed the company's Ba2-PD Probability of Default Rating and Ba3 senior unsecured notes rating on review for downgrade. Clearwater's speculative grade liquidity rating remains unchanged at SGL-1. The review follows the company's announcement[1] on February 20, 2024 that it has signed a definitive agreement to purchase Graphic Packaging International, LLC's (Ba1, stable) bleached paperboard manufacturing facility in Augusta, Georgia for $700 million. To fund the acquisition, the company has secured commitments for $490 million of new secured debt, which will be used along with draw on the company's existing ABL and term loan revolver (unrated). On the same day, the company also announced[2] that it will explore strategic options for its tissue business, which Moody's expect to likely include a potential sale. Based on the proposed capital structure, the Ba3 rating on the senior unsecured notes is likely to be downgraded by at least one notch due to the significant increase in the amount of secured debt which will rank ahead of the unsecured obligations. "The review for downgrade was prompted by the change in Clearwater's capital structure due to the proposed funding for the acquisition and the uncertainties around the impact of the strategic options related to tissue business", said Aziz Al Sammarai, Assistant Vice President, Moody's Analyst. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's review will focus on: the final capital structure in place when the acquisition closes, post-closing credit metrics, and the size and pace of any volume growth and cost synergies that can be realized. The transaction is expected to close in the second quarter of 2024 and is subject to various closing conditions, including regulatory approvals. The principal methodology used in these ratings was Paper and Forest Products published in December 2021. Headquartered in Spokane Washington, Clearwater is a leading North American producer of private label tissue products and bleached paperboard. CONCRETE PUMPING: S&P Alters Outlook to Positive, Affirms 'B' ICR ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating and 'B' issue-level rating on Concrete Pumping Holdings Inc.'s (CPH) senior secured second-lien notes. The recovery rating is unchanged at '4', indicating its expectation for average (30%-50%; rounded estimate: 40%) recovery for lenders in the event of a default. At the same time, S&P revised the outlook to positive from stable. S&P said, "The positive outlook reflects a 1-in-3 chance that we could upgrade CPH over the next 12 months if it improves S&P Global Ratings-adjusted leverage below 3x, maintains positive free operating cash flow (FOCF), and refinances its debt due in 2026. "We believe CPH will continue to see revenue growth in fiscal 2024, albeit at a slower rate. We expect strong secular tailwinds from investments in battery plants, semiconductor manufacturing facilities, and solar panel manufacturing facilities, in addition to increased investment in publicly funded projects in the U.K. (specifically energy and transportation projects), to contribute to sales growth. On the other hand, competitive pressures and relatively flat U.S. nonresidential construction will partially offset the growth this year. We believe these factors will contribute to mid- to high-single-digit percentage sales growth. Longer term, we expect public infrastructure spending on projects such as roads, bridges, transportation, and power generation will benefit CPH. "CPH performed well in fiscal 2023, with about 10% revenue growth. Eco-Pan (the company's U.S. concrete waste management services segment) increased sales 24% year over year on cross-selling and expansion of its waste management services into its U.S. concrete pumping business. We expect Eco-Pan, its highest-margin business, to continue to have healthy performance in fiscal 2024 as the company drives to expand this segment. Acquisitions, increased pricing, and volume growth also contributed to the strong top line in fiscal 2023. "Competitive pressures and labor inflation could weigh on CPH's profitability in the short term. CPH has been somewhat limited in its ability to significantly pass through price increases due to the competitive nature of the concrete pumping space, where peers have not increased pricing in line with inflation. We expect CPH to increase prices in the low- to mid-single-digit percentage range in fiscal 2024. Due to the higher labor costs, however, we expect S&P Global Ratings-adjusted EBITDA margins to compress slightly. While the company passed along fuel charges from the prior year and implemented additional price increases, those margins remained just below 30% in the last two years, down from 33.5% in fiscal 2020 and 32.7% in fiscal 2021. "We expect CPH's S&P Global Ratings-adjusted leverage to improve to 3x in fiscal 2024. We believe solid positive FOCF will allow the company to reduce its S&P Global Ratings-adjusted debt. If the company prioritizes debt reduction over acquisitions, we believe it will reduce its S&P Global Ratings-adjusted debt to EBITDA to 3x. Such leverage is lower than similarly rated capital goods peers'. However, CPH operates in a highly fragmented, competitive market with narrow exposure to construction end markets. This dynamic could cause its credit measures to deteriorate significantly during periods of economic stress. We incorporate this volatility in our view of the company's overall financial risk. "We believe CPH will generate solid positive FOCF in fiscal 2024. We anticipate capital expenditure (capex) will remain at its historical level, about 10% of sales this year, in line with fiscal 2023. We do not forecast significant acquisitions, resulting in S&P Global Ratings-adjusted FOCF of $65 million-$75 million in fiscal 2024, up from $57.5 million in fiscal 2023. In fiscal 2022, elevated capex and acquisitions resulted in a FOCF deficit. "The positive outlook reflects a 1-in-3 chance that we could raise the ratings on CPH over the next 12 months given the progress it has made in reducing leverage. We forecast S&P Global Ratings-adjusted leverage will improve to 3x by fiscal 2024, with continued improvement in 2025." S&P could raise its rating on CPH if: -- Its S&P Global Ratings-adjusted debt to EBITDA is below 3x during economic stability, including acquisitions and shareholder returns, and it believes management is committed to such leverage; -- It continues to generate positive S&P Global Ratings-adjusted FOCF; and -- The company addresses its 2026 debt maturities. S&P could revise the outlook on CPH to stable if: -- S&P Global Ratings debt to EBITDA is 3x or above, which could occur if increased competitive pressures cause a significant reduction in demand for the company's services, or CPH pursues a more aggressive capital deployment strategy with asset purchases and/or shareholder; and -- FOCF is negligible or negative. S&P said, "ESG factors are an overall neutral consideration in our credit rating analysis of CPH. The company provides concrete pumping services in the U.S. and U.K. to the commercial, infrastructure, and residential sectors. While concrete is responsible for a relatively high amount of carbon dioxide emissions, we believe CPH could service concrete material replacements. Furthermore, the company's environmental concrete waste services (Eco-Pan) specializes in concrete cleanup and disposal services that benefit from tighter environmental regulations." CORENERGY INFRASTRUCTURE: Files Chapter 11 to Pursue Restructuring ------------------------------------------------------------------ CorEnergy Infrastructure Trust, Inc. (OTC Pink: CORR, CORRL) on Feb. 25, 2024, disclosed that it has reached an agreement with certain of its noteholders on a comprehensive financial restructuring that will reduce debt and restructure its balance sheet. The Ad Hoc Group of Noteholders, whose members hold approximately 90% of CorEnergy's 5.875% Unsecured Convertible Senior Notes due 2025 (the "Senior Notes"), has entered into a Restructuring Support Agreement (the "RSA") with the Company. "Restructuring our debt will help to right-size our capital structure for the smaller scale of the enterprise following the MoGas and Omega sale, building on our efforts to increase liquidity through a combination of asset sales and tariff increases," said Dave Schulte, Chairman and Chief Executive Officer of CorEnergy. Schulte continued, "As we move through the reorganization process, we intend to continue to meet all obligations to our valued customers, employees, vendors and partners, and we expect Crimson Pipeline will also continue to operate normally. Our case for rate relief before the California Public Utilities Commission must be resolved favorably to ensure the future viability of the Crimson Pipeline assets, which continue to provide a critical service to shippers in that state." To implement the RSA, CorEnergy has filed a voluntary chapter 11 proceeding in the U.S. Bankruptcy Court for the Western District of Missouri. Neither Crimson Pipeline, in which CorEnergy holds a noncontrolling joint interest, nor any other CorEnergy subsidiary has filed for bankruptcy. Both the Company and Crimson Pipeline expect to have sufficient liquidity to continue operating without interruption during and after CorEnergy's restructuring process. The case is being filed on a prearranged basis to allow for rapid implementation of the RSA, with the RSA parties already having agreed to support the Company's Plan of Reorganization. The proceeding is intended to facilitate a restructuring of the Company's capital structure only, with no plans for trade impairment or other contract rejections. Consistent with the terms of the RSA, the Plan provides for the treatment for each creditor class as follows: -- Senior Notes: The Senior Notes will be exchanged for cash, $45 million in new secured debt with a five-year term and a 12.0% coupon and approximately 89% of the equity in a reorganized CorEnergy, subject to dilution from the management incentive plan and adjustment based on final cash available upon emergence. -- General unsecured claims (including trade claims): Paid in full in cash. -- Existing preferred equity: Holders of CorEnergy's existing preferred equity and securities that are convertible into preferred equity will receive the remaining approximately 11% of the equity of the reorganized CorEnergy, also subject to dilution from the management incentive plan and adjustment based on final cash available upon emergence. -- Common stock: All outstanding common stock will be cancelled. The Company aims to complete this restructuring process and emerge from bankruptcy in the second quarter of 2024 as a real estate investment trust. The RSA parties share a common commitment to strong corporate governance and robust disclosure that will facilitate the reorganized company's plan to pursue trading on the OTC following emergence, providing enhanced liquidity to owners while reducing overhead expenses to a level commensurate with the reorganized company's smaller size. Additional information on the RSA will be filed on a Form 8-K with the U.S. Securities and Exchange Commission. This press release does not constitute an offer to sell or purchase any securities, which would be made only pursuant to definitive documents and an applicable exemption from the Securities Act of 1933, as amended. This press release does not constitute a solicitation to vote on the bankruptcy Plan, and all parties entitled to vote should rely solely upon any disclosure statement approved by the Bankruptcy Court. CorEnergy has retained Husch Blackwell LLP as legal counsel, Teneo Capital LLC as its financial advisor and Miller Buckfire as its investment banker. The Ad Hoc Group of Noteholders has retained Faegre Drinker Biddle & Reath LLP as its legal counsel and Perella Weinberg Partners and TPH&Co., the energy business of Perella Weinberg Partners, as its investment bankers. Court filings and information about the Chapter 11 case is available on a separate website (https://cases.stretto.com/corenergy) administered by CorEnergy's claims agent, Stretto. Information is also available by calling (833) 345-0351 (Toll-Free) and (949) 340-5692 (International). About CorEnergy Infrastructure Trust, Inc. CorEnergy Infrastructure Trust, Inc. (OTC: CORR, CORRL) is a real estate investment trust that owns and operates regulated crude oil pipelines and associated rights-of-way. For more information, please visit corenergy.reit. COTIVITI INTERMEDIATE: Fitch Affirms & Withdraws 'B' LongTerm IDR ----------------------------------------------------------------- Fitch Ratings has affirmed and withdrawn the 'B' Long-Term Issuer Default Ratings (IDRs) for Cotiviti Intermediate Holding Corp. (fka Verscend Intermediate Holding Corp.) and Verscend Holding Corp. Fitch has also affirmed and withdrawn the 'BB-'/'RR2' first-lien term loan and the 'CCC+'/'RR6' senior unsecured notes ratings. Cotiviti's 'B' rating reflects the company's leading market position, strong EBITDA margins, and steady FCF generation. Fitch expects Cotiviti's EBITDA leverage to remain near 6.0x through the rating period, and (CFO-Capex)/ debt ratio to be approximately 5% by the end of fiscal 2026, consistent with other Fitch-rated 'B' issuers. Fitch has withdrawn Cotiviti's ratings for commercial reasons. KEY RATING DRIVERS Stable Operating Profile: The demonstrated resilience of Cotiviti's solutions during the pandemic and then again, during the high inflationary environment last year reflects Fitch's ongoing view of Cotiviti's FCF-generating capabilities and strong competitive positioning. Pro forma revenue growth for the nine months ended September 2023, remained strong at high single digits. The main drivers for growth were new client wins, increased volumes, and retrospective claims accuracy solutions. Fitch expects growth to accelerate in fiscal 2024 due to the renegotiation of contracts leading to higher reimbursement rates, improving trends in outpatient care, and continued growth in Medicare Advantage enrolment. Fitch expects EBITDA margins to remain healthy in the low-50% area driven by the company's realization of synergies from its previous acquisitions, and opportunities for additional cost containment. Leverage Improvement: Since the time of the HMS transaction in 2021, gross leverage has declined from 8.1x and is expected to reach 6.8x at the end of fiscal 2023. Further, assuming 8% to 10% CAGR revenue growth over the next three years, and 160bps of margin expansion over the same period, Fitch continues to estimate leverage will decline to near 6x by FY26. Fitch generally views data analytics businesses characterized by high margins, which are circa 50% for the combined Cotiviti and HMS businesses, and strong cash flow generating power as able to sustain high leverage. Fitch does not anticipate Cotiviti will make voluntary debt repayment, although the company will generate significant FCF of which it could direct a portion towards acquisitions or capital distributions. Further, there is a likelihood that Cotiviti later cash pays the PIK and/or refinances it with straight debt. Secular Tailwinds: The Payment Integrity (PI) market, which was estimated at $6.5 billion in 2019, is expected to grow 7% annually through 2024. The Coordination of Benefits (COB) market estimated at $1.6 billion is expected to grow 5% CAGR over the same period and the Population Health Management (PHM) market, estimated at $1.4 billion is expected to grow 13%. Growing unsustainable healthcare spending, increasing enrollment and expansion of value-based care delivery models are driving these markets. The Centers for Medicare and Medicaid Services (CMS) projects U.S. healthcare spending overall to grow at 5.4% annually from 2019-2028. Medicare, which comprises about 40% of HMS's PI business, is expected to grow 7.6% as a result of having the highest projected enrollment growth. Improving Customer Concentration: Cotiviti serves 180 payor customers with an average eight-year customer tenure (11 years for its top 25 customers). In 2022, Cotiviti had two customers representing 10% or more of revenue and a concentration of 10% or more of customers was 25%, versus 38% a year ago. In Fitch's view, long-term contracts effectively minimize idiosyncratic risks that are associated with high customer concentration, and a recent reduction in customer concentration should further reduce revenue volatility. Strong Market Position: Fitch estimates Cotiviti has approximately an 18%-20% share of the PI market, excluding Medicaid and approximately 5% of Cotiviti's retail sector PI revenue. HMS has 350 health plan customers, including 22 of the top 25. Fitch estimates HMS had a 2% share of the PI market. Fitch believes HMS's customer concentration is also as high as Cotiviti. DERIVATION SUMMARY Cotiviti in conjunction with the completed acquisition of HMS assets from Gainwell sits at the intersection of data analytics and health care technology/BPO. Given the margin profile, highly recurring revenue and tight integration in customer workflows being closely aligned with data analytics peers, Fitch categorizes Cotiviti in this sector, while evaluating its comparability to providers in the health care IT space as well. The unique nature of the U.S. health care market characterized by the largest share of GDP among developed economies and expected to grow at more than 1pt faster than GDP in addition to the multi-payor models, many of which are insensitive to expenditure and price, and driven by a host of national, state and local laws and regulations, make the end market vertical unique versus other data analytics peers. Fitch notes other data analytics peers tend to focus on multiple end-market sectors, while acknowledging one of the main predecessor businesses of Cotiviti was divested from Verisk, a major data provider to insurance, financial services and natural resources sectors. Cotiviti maintains a small proportion of retail end market exposure at approximately 5%. Cotiviti's pro forma margin profile compares with strong investment-graded data analytics peers and the overall rated universe, which see margins in the 30% to 50% range, centered on approximately 40%. Cotiviti also enjoys very strong revenue visibility, consistent with an 'a' factor rating within the Business Services DAP Navigator, reflecting greater than 80% of revenue being under contract, renewal rates of greater than 90%, and 90% of revenue considered recurring. Fitch considers the Sector Environment relative to data analytics peers, however, to be a limiting factor. While the existence of many health care analytics and IT firms are due to the complex U.S. regulatory environment, this presents a risk to the extent payor models are forced to change dramatically due to unsustainable health care spending. Finally, Cotiviti's Financial structure compares unfavorably with data analytics peers given very high leverage. However, the company has significant capacity to reduce leverage through EBITDA expansion on the assumption of robust growth, in line to slightly above market averages, in reflection of its combined market position, and realization of reasonable synergies. Fitch sees risk of continued M&A or capital distributions as potentially leading to sustained high leverage and weak credit protection metrics. No Country Ceiling had an impact on the rating. Fitch applied the parent/subsidiary linkage criteria to the rated entities and determined that all rated entity IDRs should be equalized. No operating environment aspects had an impact on the rating. KEY ASSUMPTIONS - High single-digit revenue growth driven by new clients wins, improved reimbursement rates, continued growth in Medicare Advantage covered lives, and cross-selling opportunities; - EBITDA margins remain approximately 50% through fiscal 2026; - Capex intensity 6%-7% of revenue; - Preferred equity PIK interest capitalized over rating horizon; - Refinancing of first-lien facilities prior to maturity; - Fitch assumes partially cash and debt-funded acquisitions of approximately $500 million through 2026; - Distribution of $500 million in fiscal 2025. RECOVERY ANALYSIS The recovery analysis assumes that Cotiviti would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level, upon which Fitch bases the enterprise valuation. Fitch contemplates a scenario in which inflationary environment further constraints the providers, resulting in reduced reimbursement rates, and contracted payment integrity revenue. Additionally, Cotiviti experiences the permanent loss of 10% of revenues from its top two customers due to competitive pressures and does not experience typical rapid growth. Under this scenario, Fitch believes EBITDA margins would decline such that the resulting GC EBITDA is approximately 34% below pro forma LTM Sept. 30, 2023 EBITDA, resulting from contracted revenue and some cost containment measures taken by the company in such scenario. An enterprise multiple of 7.0x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: - The historical bankruptcy case study exit multiples for peer companies ranged from 2.5x-8.1x, with an average of 6.2x, details as follows: - M&A precedent transactions for healthcare IT peers ranged from 10x-16x, with recent activity at the upper end of that range. - Similar public companies trade at EBITDA multiples in the 15x-18x range. Fitch uses a multiple of 7.0x, in line with healthcare IT but below the upper end of the range for data analytics providers, which is the most comparable. RATING SENSITIVITIES Sensitivities are not applicable as the ratings have been withdrawn. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Cotiviti had approximately $338 million of cash as of Sept. 30, 2023. Further, the company maintains access to its $285 million undrawn revolving credit facility. Fitch expects Cotiviti to generate low-teens FCF as a percentage of revenue, although this assumes no cash payments allocated to the PIK preferred or other capital distributions. Fitch further expects Cotiviti to refinance the credit facility prior to maturity. ISSUER PROFILE Cotiviti Intermediate Holding Corp. (f/k/a Verscend Intermediate Holding Corp.) is a leading provider of payment accuracy analytics to health care organizations and retailers. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Verscend Holding Corp. LT IDR B Affirmed B LT IDR WD Withdrawn B senior unsecured LT CCC+ Affirmed RR6 CCC+ senior unsecured LT WD Withdrawn CCC+ senior secured LT BB- Affirmed RR2 BB- senior secured LT WD Withdrawn BB- Cotiviti Intermediate Holding Corp. LT IDR B Affirmed B LT IDR WD Withdrawn B COTTONWOOD FINANCIAL: Case Summary & 30 Top Unsecured Creditors --------------------------------------------------------------- Lead Debtor: Cottonwood Financial Ltd. 2100 W. Walnut Hill Lane Suite 300 Irving, TX 75038 Business Description: The Debtors operate one of the largest privately held retail consumer finance companies in the United States. Through its Cash Store brand, the Debtors offer their customers an array of financial products and consumer-lending services, including single payment cash advances, installment cash advances and title loans. The Debtors utilize an innovative mix of financial technology (fintech) through its online customer portal and brick-and-mortar financial products and services through its 181 retail locations across Texas, Idaho and Wisconsin. Chapter 11 Petition Date: February 24, 2024 Court: United States Bankruptcy Court Northern District of Texas Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ ------- Cottonwood Financial Ltd. (Main Case) 24-80035 Cottonwood Financial Administrative Service LLC 24-80036 Cottonwood Financial Idaho LLC 24-80037 Cottonwood Financial Texas LLC 24-80038 Cottonwood Financial Wisconsin LLC 24-80039 Judge: Hon. Scott W Everett Debtors' Counsel: Jason S. Brookner, Esq. Aaron M. Kaufman, Esq. Lydia R. Webb, Esq. GRAY REED 1601 Elm Street, Suite 4600 Dallas, TX 75201 Tel: (214) 954-4135 Fax: (214) 953-1332 Email: jbrookner@grayreed.com akaufman@grayreed.com lwebb@grayreed.com Debtors' Financial Advisor: HMP ADVISORY HOLDINGS, LLC D/B/A HARNEY PARTNERS Cottonwood Financial Ltd.'s Estimated Assets: $0 to $50,000 Cottonwood Financial Ltd.'s Estimated Liabilities: $50 million to $100 million The petitions were signed by Karen G. Nicolaou as chief restructuring officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ATGIGDQ/Cottonwood_Financial_Ltd__txnbke-24-80035__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Trans Union LLC Trade Debt $421,725 555 W Adams St Chicago, IL 60661 Contact: Dane Mauldin, CFO Phone: (312) 985-2000 Email: dmauldin@transunion.com 2. Google Inc. Trade Debt $364,158 1600 Amphitheatre Parkway Mountain View, CA 94043 Contact: Justin Meek, Finance Dir. Phone: (650) 253-0000 Email: jcmeek@google.com 3. Vergent LMS Inc. Trade Debt $231,157 403 Legacy Park Ridgeland, MS 39157 Contact: Lisa Freeze Phone: (601) 919-2275 Email: sales@vergentlms.com 4. Ring Central Inc. Trade Debt $216,571 20 Davis Dr Belmont, CA 94002 Contact: John Marlow Phone: (844) 713-8258 Email: partners@ringcentral.com 5. Netfortris Acquisition Co Inc. Trade Debt $195,934 5340 Legacy Drive Plano, TX 75024 Contact: Grant Evans Phone: (877) 366-2548 Email: grant.evans@netfortis.com 6. Teletrack Trade Debt $154,235 5550-A Peachtree Parkway Norcoss, GA 30092 Contact: John J. Kelley III Phone: (877) 309-5226 7. Experian Information Trade Debt $147,829 Solutions 475 Anton Blvd Costa Mesa, CA 92626 Contact: Craig Boundy Phone: (715) 830-7000 Email: craig.boundy@experian.com 8. Motivity Labs Inc. Trade Debt $127,496 222 W Las Colinas Blvd Ste 755E Irving, TX 75039 Contact: Joseph Sudheer Reddy Thumma Phone: (214) 519-1719 Email: info@motivitylabs.com 9. ICS Corporation Trade Debt $108,019 100 Friars Blvd West Deptford, NJ 08086 Contact: Matt Mazzoni Phone: (215) 427-4355 Email: mmazzoni@ics-corporation.com 10. LexisNexis Rick Data Trade Debt $106,592 Managemen 6601 Park of Commerce Blvd Boca Baton, FL 33487 Contact: Mike Walsh Phone: (800) 543-6862 Email: information@lexisnexis.com 11. Kohn Law Firm S.C. Trade Debt $86,890 735 N. Water St., Suite 1300 Milwaukee, WI 53202 Contact: Jason D. Hermersman Phone: (414) 276-0435 Email: jason@kohnlaw.com 12. Microsoft Corporation Trade Debt $84,951 One Microsoft Way Redmond, CA 98052 Contact: Amy Hood Email: msft@microsoft.com 13. CCI-Cottownwood LP Trade Debt $75,822 500 N Capital of Texas Hwy Bldg 1 Ste 200 Austin, TX 78746 Contact: Paul D. Agarwal Phone: (512) 628-2769 Email: dagarwal@capitalcommercial.com 14. The Stewart Organization Inc. Trade Debt $65,240 2300 Gateway Dr Irving, TX 75063 Contact: Sara Moss Phone: (713) 973-5528 Email: sara.moss@stewartorg.com 15. Freshworks Inc. Trade Debt $58,958 2950 S Delaware St Ste 201 San Mateo, CA 94403 Contact: Pam Sergeeff Phone: 855747-6767 Email: pam.sergeef@freshworks.com 16. Fringe Benefit Group Inc. Trade Debt $56,613 11910 Anderson Mill Rd Austin, TX 78726-1113 Contact: John Malnar Phone: 80066-6177 Email: jmalnar@fbg.com 17. Repair Now LLC Trade Debt $51,065 5202 Gulfport Dr Garland, TX 75043 Contact: Tim Boleyn Phone: (214) 668-5985 Email: timboleyn65@yahoo.com 18. Mirobilt Corporation Trade Debt $50,145 1640 Airport Rd, Ste 115 Kennesaw, GA 30144 Contact: Walter Wojciechowski Phone: 800884-4747 19. ID Pros Trade Debt $47,455 3021 Ridge Rd Ste 292 Rockwall, TX 75032 Contact: Donna Lukenbill Phone: (512) 576-1117 Email: donna@idpros.net 20. Protection One Alarm Trade Debt $39,689 Monitoring, Inc. 1035 N 3rd Street, Ste 101 Lawrence, KS 68044 Contact: Mark Brigger Phone: (214) 277-7031 Email: Mbrigger@adt.com 21. CDW Computer Center Inc. Trade Debt $39,042 200 N Milwaukee Ave Vernon Hills, IL 60061 Contact: Christine A. Leahy Phone: 847371-6090 Email: chris.leahy@cdw.com 22. Fugitt Investments LLC Trade Debt $35,390 P.O. Box 1204 Colleyville, TX 76034 Contact: James W Fugitt Phone: 469235-0305 23. TSD Services Ltd Trade Debt $33,181 51 G.S. Rakovski Street 4th Floor Trojan 5600 Bulgaria Contact: German Gachevski Phone: +359 2 437 2032 Email: office@tsdservices.com 24. Resolvion Trade Debt $30,841 10815 David Taylor Drive, Suite 250 Charlotte, NC 28262 Contact: Bill Green Phone: 866606-7007 Email: bill.green@resolvion.com 25. Staples Inc. Trade Debt $25,496 500 Staples Dr Framingham, MA 01702 Contact: Lori White Phone: (888) 438-4773 Email: lori.white@staples.com 26. NEC Financial Services LLC Trade Debt $23,050 250 Pehle Avenue Suite 203 Saddle Brook, NJ 07663-5806 Contact: Herschel Salan Phone: (800) 451-5361 Email: herschel.salan@neclease.com 27. Microsoft Online Inc. Trade Debt $19,103 6100 Neil Road, Suite 100 Reno, NV 89511 Contact: Kristen Bryan Email: comstrat@microsoft.com 28. Access Information Trade Debt $18,887 Holdings LLC DBA Access Information Protected 6818 Patterson Pass Rd Suite A Livermore, CA 94550 Phone: 925461-5352 Email: melissa.kolodziej@accesscorp.com 29. Career Builder LLC Trade Debt $17,512 13047 Collection Center Dr Chicago, IL 60693 Contact: Jeff Furman Email: jeff.furman@careerbuilder.com 30. Solutions By Text LLC Trade Debt $16,237 15455 Dallas Parkway Suite 600 Dallas, TX 75001 Contact: David Baxter Phone: (800) 979-1212 Email: dbaxter@solutionsbytext.com COUNTY INVESTMENT: Selling Houston Properties to Winning Bidders ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas has given the go-signal for County Investment L.P. to sell to the winning bidders its real properties in Houston, Texas. The properties include a 2.77-acre undeveloped land located at 100 Northpoint, Harris County; a 2.3-acre undeveloped land located at 0 Northpoint, Harris County; and three adjoining tracts of land consisting of 11.03 acres bordered by West Rankin Road, 0 Ella Blvd. and Northborough Drive, Houston. County Investment is a co-owner of the properties, which were sold at the Jan. 25 auction conducted by Tranzon Asset Advisors. County Investment selected the $500,000 offer from Sadit Noorani and the $445,000 offer from Hashim Malik as the winning bids for the properties at 100 Northpoint and 0 Northpoint, respectively. Meanwhile, Gianni Homes, who made a $1.505 million offer for the 11.03-acre Houston property, emerged as the winning bidder. County Investment will use the proceeds from the sale to, among other things, pay in full at the sale closing creditors with "perfected liens" on the properties. County Investment's co-owners will also receive payments from the net proceeds. Such payments were approved by the bankruptcy court on Feb. 20 in a separate order. About County Investment L.P. Houston-based County Investment L.P. is primarily engaged in renting and leasing real estate properties. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-34374) on Nov. 6, 2023, with $1 million to $10 million in both assets and liabilities. Tom Howley, Esq., at Howley Law, PLLC serves as Subchapter V trustee. Judge Eduardo V. Rodriguez oversees the case. Leonard Simon, Esq., at Pendergraft & Simon, LLP represents the Debtor as legal counsel. DIOCESE OF ALBANY: Hires Milliman Inc. as Actuarial Consultant -------------------------------------------------------------- The Roman Catholic Diocese of Albany, New York seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Milliman, Inc., as actuarial consultant. The Debtor requires Milliman Inc. to evaluate the Unemployment Insurance Trust maintained by the Debtor with respect to its unemployment insurance program. Milliman Inc. will be paid a flat fee of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred Amy Angell, a principal of Milliman, Inc., 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 Debtors and their estates. Milliman Inc. can be reached at: Amy P. Angell Milliman, Inc. 500 Edgewater Drive, Suite 522 Wakefield MA 01880-6254 Tel: (781) 213-6264 About The Roman Catholic Diocese of Albany The Roman Catholic Diocese of Albany is a religious organization in Albany, N.Y. It covers 13 counties in Eastern New York, including a portion of the 14th county. Its Mother Church is the Cathedral of the Immaculate Conception in the city of Albany. New York's Child Victims Act, which took effect in August 2019, temporarily sets aside the usual statute of limitations for lawsuits to give victims of childhood sexual abuse a year to pursue even decades-old claims. Hundreds of new lawsuits have been filed against churches and other institutions since the law took effect on Aug. 14, 2019. Facing the financial weight of new sexual misconduct lawsuits, at least four of the eight Roman Catholic dioceses in the state, has already sought Chapter 11 protection. The dioceses that have declared bankruptcy include the Diocese of Rochester and the Diocese of Rockville Centre on Long Island. The Catholic Diocese of Albany sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-10244) on March 15, 2023. In the petition filed by Fr. Robert P. Longobucco, the Debtor estimated assets between $10 million and $50 million and liabilities between $50 million and $100 million. Judge Robert E. Littlefield, Jr. oversees the case. The Debtor tapped Nolan Heller Kauffman, LLP as bankruptcy counsel; Tobin and Dempf, LLP as special litigation counsel; Keegan Linscott & Associates, PC as financial advisor; and Bonadio & Co., LLP as accountant. Donlin, Recano & Company, Inc. is the claims and noticing agent. On April 17, 2023, the U.S. Trustee for Region 2 appointed two separate committees to represent unsecured creditors and tort claimants in the Debtor's Chapter 11 case. The unsecured creditors' committee tapped Lemery Greisler, LLC as legal counsel; Dundon Advisors, LLC as financial advisor; and OneDigital Investment Advisors, LLC as special investment consultant. Stinson, LLP and OneDigital Investment Advisors serve as the tort committee's legal counsel and special investment consultant, respectively. EARTH SCIENCE: Deficits Raise Going Concern Doubt ------------------------------------------------- Earth Science Tech, 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 its ability to continue as a going concern. On December 31, 2023, the Company had negative working capital, an accumulated deficit of $29,922,668. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company as of November 8, 2022, became a holding entity set to acquire companies with its recent two acquisitions, RxCompound and Peaks both operating in the health and wellness industry. The Company's cash position may not be sufficient to pay its obligations and support the Company's daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues may provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient revenues by acquiring companies and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate sufficient revenues. As of December 31, 2023, the Company had $3,245,655 in total assets, $1,086,272 in total liabilities, and $2,159,383 in total stockholders' equity. 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/1538495/000149315224007125/form10-q.htm#nd_004 About Earth Science Tech Miami, FL-based Earth Science Tech, Inc. was incorporated under the laws of the State of Nevada on April 23, 2010, subsequently changed to the State of Florida on June 27, 2022. As of November 8, 2022, the Company is a holding entity set to acquire companies with its current focus in the health and wellness industry. The Company is presently in compounding pharmaceuticals and telemedicine through its wholly owned subsidiaries RxCompoundStore.com, LLC. ("RxCompound"), Peaks Curative, LLC. ("Peaks"), and Earth Science Foundation, Inc. ("ESF"). ELECTRONICS FOR IMAGING: $875MM Bank Debt Trades at 25% Discount ---------------------------------------------------------------- Participations in a syndicated loan under which Electronics For Imaging Inc is a borrower were trading in the secondary market around 74.7 cents-on-the-dollar during the week ended Friday, Feb. 23, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 65.4 cents-on-the-dollar the previous week ended Feb. 16. The $875 million facility is a Term loan that is scheduled to mature on July 23, 2026. About $837.8 million of the loan is withdrawn and outstanding. Electronics for Imaging is a worldwide provider of products, technology and services leading the transformation of analog to digital imaging. EQUALTOX LLC: Hearing on Sale of Equipment Set for Feb. 28 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California is set to hold a hearing on Feb. 28 to consider the motion by Equaltox, LLC to sell a lab equipment to Wavi Instruments. Wavi offered $185,000 for the equipment and agreed to pay the tax and certain costs associated with the deal. The equipment is being sold "free and clear" of liens with such liens to attach to the proceeds of the sale, according to the sale agreement between the companies. Under the agreement, the sale must close three business days after the bankruptcy court grants the motion. Equaltox previously proposed to hold an auction for the equipment and, in connection to this, solicited overbids. The company's broker Lab Zen, LLC, however, did not receive overbids as of Feb. 21. Adam Floyd, the owner of Lab Zen, said his firm has already shipped the equipment to the proposed buyer. About Equaltox LLC Equaltox, LLC is a full-service reference laboratory in Santa Ana, Calif., which can provide almost any type of blood testing. Equaltox filed Chapter 11 protection (Bankr. C.D. Calif. Case No. 23-12243) on Oct. 27, 2023, with $1 million to $10 million in both assets and liabilities. Sulaiman Masood, member and manager, signed the petition. Judge Scott C. Clarkson oversees the case. Robert S. Marticello, Esq., at Smiley Wang-Ekvall, LLP, represents the Debtor as legal counsel. ETTA SCOTTSDALE: Seeks to Hire Goldstein & McClintock as Attorney ----------------------------------------------------------------- Etta Scottsdale, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Goldstein & McClintock LLLP as its attorneys. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in the continued management and operation of its business; (b) attend meetings and negotiate with representatives of creditors and other parties involved in the Debtor's Chapter 11 case; (c) take all necessary action to protect and preserve the Debtor's estate; (d) prepare legal papers; (e) take any necessary action on behalf of the Debtor to obtain approval of a disclosure statement and confirmation of the Debtor's plan of reorganization; (f) represent the Debtor in connection with obtaining use of cash collateral and post-petition financing (to the extent necessary); (g) advise the Debtor in connection with any potential sale of assets; (h) appear before the bankruptcy court, any appellate courts, and the U.S. trustee; and (i) perform all other necessary legal services to the Debtor in connection with the Chapter 11 case. The hourly rates of the firm's attorneys and staff are as follows: Matthew E. McClintock, Partner $615 Ainsley Moloney, Partner $735 Jeffrey C. Dan, Partner $575 Maria Aprile Sawczuk, Partner $525 William Thomas, Associate $385 Keram Emile, Paraprofessional $235 Senior Partners $385 - $895 Legal Assistants and Law Clerks $170 - $235 In addition, the firm will seek reimbursement for expenses incurred. Maria Aprile Sawczuk, Esq., a partner at Goldstein & McClintock, 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: Matthew E. McClintock, Esq. Jeffrey C. Dan, Esq. GOLDSTEIN & MCCLINTOCK LLLP 111 W. Washington Street, Suite 1221 Chicago, IL 60602 Telephone: (312) 337-7700 Facsimile: (312) 277-2310 Email: mattm@goldmclaw.com jeffd@goldmclaw.com About Etta Scottsdale Etta Scottsdale, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10063) on January 18, 2024, with $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Judge Karen B. Owens oversees the case. Maria Aprile Sawczuk, Esq., at Goldstein & Mcclintock, LLLP represents the Debtor as legal counsel. EVOLUTION ACADEMY: S&P Lowers 2010A/2010Q Bond Ratings to 'B' ------------------------------------------------------------- S&P Global Ratings lowered its long-term rating on Texas Public Finance Authority Charter School Finance Corp.'s series 2010A education revenue bonds and series 2010Q taxable education revenue bonds (qualified school construction bonds--direct pay), all issued for Evolution Academy Charter School (EA), to 'B' from 'B+'. The outlook is negative. "The lowered rating and negative outlook reflect our view of EA's trend of weak operating performance, leading to lease-adjusted maximum annual debt service coverage below 1.0x, and the expectation that challenges will persist in fiscal 2024 as liquidity is projected to drop precipitously to around 21 days' cash on hand, based on management's projections," said S&P Global Ratings credit analyst Alexander Enriquez. If operating deficits are unaddressed, we believe management could face significant challenges in ensuring that cash levels remain sufficient to fund debt payments and ongoing operations. "The negative outlook reflects our view of EA's weakened financial profile and deteriorating liquidity position, which we believe will continue in fiscal 2024. "We could lower the rating during the outlook period if the school fails to improve financial performance, leading to further weakening of maximum annual debt service (MADS) coverage, or liquidity levels. We could also lower the rating if enrollment were to decline, which would likely further pressure the school's budget. "We could revise the outlook to stable if the school can structurally balance its operations, improve MADS coverage, and strengthen its liquidity position." FGV FRESNO: Seeks to Hire Ross Wolcott Teinert as Special Counsel ----------------------------------------------------------------- FGV Fresno, LP seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Ross, Wolcott, Teinert & Prout LLP as its special litigation counsel. The firm will represent the Debtor in the adversary proceeding styled FGV Fresno LP v. United Security Bank, Adv. Case No. 8:23-ap-01138-SC. The firm will render these services: a. prosecute the Debtor and the bankruptcy estate's claims in the adversary; and b. perform any and all other legal services incident and necessary to the adversary as the Debtor may require. The firm will be paid at these rates: Partners $495 per hour Associates $375 per hour Paralegals $250 per hour The firm has received a post-petition retainer in the amount of $20,000. Ross does not have an interest adverse to Debtor or the Estate, according to court filings. The firm can be reached through: Andrew G. Prout, Esq. ROSS, WOLCOTT, TEINERT & PROUT LLP 3151 Airway Ave Building S Costa Mesa, CA 92626 Phone: (714) 444-3900 About FGV Fresno FGV Fresno LP, a limited partnership in Irvine, Calif., is primarily engaged in renting and leasing real estate properties. FGV Fresno filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 23-10170) on Jan. 31, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Scott C. Clarkson oversees the case. The Debtor tapped Robert P Goe, Esq., at Goe Forsythe & Hodges, LLP as legal counsel. FOREST GLEN: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Forest Glen Realty LLC 11 Branding Iron Lane Glen Cove, NY 11542 Business Description: Forest Glen is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: February 26, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-70716 Judge: Hon. Louis A. Scarcella Debtor's Counsel: Richard J. McCord, Esq. CERTILMAN BALIN ADLER & HYMAN, LLP 90 Merrick Avenue East Meadow, NY 11554 Tel: (516) 296-7000 Email: rmccord@certilmanbalin.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mohan Jolly as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BNCKAYY/Forest_Glen_Realty_LLC__nyebke-24-70716__0001.0.pdf?mcid=tGE4TAMA FOUR J LAKE: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Four J Lake Property, LLC 24530 Southside Rd. Waynesville, MO 65583 Chapter 11 Petition Date: February 24, 2024 Court: United States Bankruptcy Court Western District of Missouri Case No.: 24-60115 Debtor's Counsel: David E. Schroeder, Esq. DAVID SCHROEDER LAW OFFICES, P.C. 7811 N. Devonwood Lane Fair Grove, MO 65648 Tel: (417) 890-1000 Email: bk1@dschroederlaw.com Total Assets: $1 million to $10 million Total Liabilities: $1 million to $10 million The petition was signed by Jay Laughlin as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3OZMYUY/Four_J_Lake_Property_LLC__mowbke-24-60115__0001.0.pdf?mcid=tGE4TAMA FOUR J LAND: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Four J Land and Cattle Company 24530 Southside Rd. Waynesville, MO 65583 Chapter 11 Petition Date: February 24, 2024 Court: United States Bankruptcy Court Western District of Missouri Case No.: 24-60114 Debtor's Counsel: David E. Schroeder, Esq. DAVID SCHROEDER LAW OFFICES, P.C. 7811 N. Devonwood Lane Fair Grove, MO 65648 Tel: (417) 890-1000 Email: bk1@dschroederlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jay Laughlin as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V3K7NWQ/Four_J_Land_and_Cattle_Company__mowbke-24-60114__0001.0.pdf?mcid=tGE4TAMA GENESIS GLOBAL: McDermott Updates List of Genesis Crypto Creditors ------------------------------------------------------------------ The law firm McDermott Will & Emery LLP filed a fourth amended verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of Genesis Global Holdco, LLC and its affiliated debtors, the firm represents the Genesis Crypto Creditors Ad Hoc Group. Since filing the Third Amended Verified Statement, the Genesis Crypto Creditors Ad Hoc Group has had further changes to the members of the group. Additional creditors of the Debtors may become clients of McDermott and members of the Genesis Crypto Creditors Ad Hoc Group and certain members of the Genesis Crypto Creditors Ad Hoc Group may cease to be members in the future. The Members of Genesis Crypto Creditors Ad Hoc Group's nature and amount of disclosable economic interests held in relation to the Debtors are: Member 1; Member 2; Member 3; Member 4; Member 5; Member 6; Member 7; and Member 8. Counsel to the Genesis Crypto Creditors Ad Hoc Group: McDERMOTT WILL & EMERY LLP Darren Azman, Esq. Joseph B. Evans, Esq. Lucas Barrett, Esq. One Vanderbilt Avenue New York, NY 10017-3852 Telephone: (212) 547-5400 Facsimile: (212) 547-5444 E-mail: dazman@mwe.com E-mail: jbevans@mwe.com E-mail: lbarrett@mwe.com - and - Gregg Steinman, Esq. 333 SE 2nd Avenue, Suite 4500 Miami, FL 33131-2184 Telephone: (305) 329-4473 Facsimile: (305) 503-8805 E-mail: gsteinman@mwe.com 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. GENESIS GLOBAL: New York Fraud Lawsuit Settled ---------------------------------------------- Jonathan Randles of Bloomberg News reports that Genesis Global Holdco LLC has settled a lawsuit brought by New York's top law enforcement official alleging the bankrupt crypto lender defrauded customers of its now-terminated Gemini Earn program, which was run jointly with Gemini Trust Co. The settlement with New York Attorney General Letitia James is structured so that assets that could have otherwise gone to state authorities will instead be returned to former Earn customers and other Genesis creditors. About Voyager Digital Holdings Based in Toronto, Canada, Voyager Digital Holdings Inc. -- https://www.investvoyager.com/ -- runs a cryptocurrency platform. Voyager claims to offer a secure way to trade over 100 different crypto assets using its easy-to-use mobile application. Through its subsidiary Coinify ApS, Voyager provides crypto payment solutions for both consumers and merchants around the globe. Voyager Digital Holdings Inc. and two affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10943) on July 5, 2022. In the petition filed by Stephen Ehrlich, chief executive officer, the Debtors estimated assets and liabilities between $1 billion and $10 billion. Judge Michael E. Wiles oversees the cases. The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel; Berkeley Research Group, LLC, as financial advisor; Moelis & Company as investment banker; Consello Group as strategic financial advisor; Deloitte Tax, LLP as tax services provider; and Deloitte & Touche, LLP as accounting advisor. Stretto, Inc., is the claims agent. On July 19, 2022, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP as bankruptcy counsel; FTI Consulting, Inc. as financial advisor; Cassels Brock & Blackwell, LLP as Canadian counsel; and Epiq Corporate Restructuring, LLC, as noticing and information agent. The committee also tapped the services of Harney Westwood & Riegels, LP, in connection with Three Arrows Capital Ltd.'s liquidation proceedings in British Virgin Islands. On July 6, 2022, the Debtors filed a joint Chapter 11 plan of reorganization. * * * Following an auction process, the Debtors in September 2022 selected the bid submitted by FTX US' West Realm Shires Inc. as the winning bid for the assets. But after a series of events, FTX collapsed in November 2022, before the sale could be completed. After reopening bidding, Voyager Digital selected the offer from U.S. exchange BAM Trading Services Inc. (doing business as "Binance.US") as the highest and best bid for its assets. Binance'sbid is valued at $1.022 billion. In April 2023, Binance.US called off its deal to buy assets of bankrupt crypto lender Voyager Digital, citing a "hostile and uncertain regulatory climate." GENEVER HOLDINGS: Trustee Taps Prager Dreifuss as Swiss Counsel --------------------------------------------------------------- Luc Despins, the trustee appointed in the Chapter 11 cases of Genever Holdings LLC and its affiliates, seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to employ Prager Dreifuss AG as Swiss law counsel. Prager Dreifuss will assist the Trustee in the investigation of assets and transfers connected to the Debtor that took place in Switzerland. As part of these efforts, Prager Dreifuss will also assist the Chapter 11 Trustee in seeking to have this chapter 11 case recognized in Switzerland. At present, the 2024 hourly rates of Prager Dreifuss are between CHF 275 and CHF 450 for associates (approximately $315 to $516) and between CHF 500 to CHF 900 for partners (approximately $574 and $1,033). Prager Dreifuss will also charge a flat fee for disbursements made on behalf of the Debtor, which flat fee amounts will be equal to 3 percent of the total fees charged. Consistent with the U.S. Trustee Guidelines, Prager Dreifuss provides the following information in further support of the Application: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No. Ouestion: Do any of the professionals included in this engagement vary their rate based on the geographic location ofthe bankruptcy case? Answer: No. Ouestion: 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. Ifyour billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Answer: Not applicable. Prager Dreifuss has not previously represented the Chapter 11 Trustee. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Answer: Not applicable. Prager Dreifuss is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as modified by section 1107(b), as disclosed in the court filings. The firm can be reached through: Daniel Hayek, Esq. PRAGER DREIFUSS AG Muhlebachstrasse 6, 8008 Zurich, Switzerland Phone: +41 44 254 55 55 About Genever Holdings Genever Holdings LLC, Ho Wan Kwok, and its affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 22-50073) on Feb. 15, 2022. Judge Julie A. Manning oversees the cases. The Debtors tapped Neubert Pepe & Monteith, PC as legal counsel and Saxe Doernberger & Vita, PC as special insurance coverage counsel. On July 8, 2022, Luc A. Despins was appointed as trustee in this Chapter 11 case. Epiq Corporate Restructuring, LLC is the trustee's claims and noticing agent. GEO. J. & HILDA: No Resident Care Concern, 1st PCO Report Says -------------------------------------------------------------- Jenny Hollandsworth, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Western District of Missouri her first report regarding the quality of patient care provided by The Geo. J. & Hilda Meyer Foundation. The PCO observed residents and staff during all six visits. The PCO interviewed multiple staff members including leadership related to operations, where staff members reported optimism related to recent change in management company. No staffing issues were reported during time with leadership. During a visit in early December, a resident was noted to complain about the building's heat in the Assisted Living wing, repairs were being completed by facility staff, no further complaints were noted during subsequent visits. During the February 5 visit, one resident noted that they had been skipped during meal the previous night, receiving only a sandwich later. Representatives of the Office noted this resident had consumed breakfast prior to the visit that morning. Other residents interviewed did not report additional dietary concerns or other departmental related issues. Moreover, residents did not report any care concerns. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=TUKdzH from PacerMonitor.com. The ombudsman may be reached at: Jenny Hollandsworth State Office of Long-Term Care Ombudsman Program Missouri Department of Health and Senior Services PO Box 570 Jefferson City, MO 65102-0570 Phone: (800) 309-3282 Email: LTCOmbudsman@health.mo.gov About The Geo. J. & Hilda Meyer Foundation The Geo. J. & Hilda Meyer Foundation owns and operates a senior living community in Higginsville Mo. The Debtor filed Chapter 11 petition (Bankr. W.D. Mo. Case No. 23-41685) on Dec. 4, 2023, with up to $10 million in both assets and liabilities. David Schmidt, president, signed the petition. Judge Brian T. Fenimore oversees the case. Conroy Baran, LLC serves as the Debtor's bankruptcy counsel. GOL LINHAS: Seeks to Hire Milbank LLP as Bankruptcy Counsel ----------------------------------------------------------- GOL Linhas Aereas Inteligentes S.A. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Milbank LLP as its counsel. The firm's services include: a. advising the Debtors in connection with a restructuring of the Debtors' financial obligations, including negotiations with the Debtors' creditors and other stakeholders, and other legal services related to a restructuring of the Debtors' financial obligations; b. advising the Debtors with respect to their rights, powers, and duties as debtors-in-possession in the operation of their business and the management of their properties; c. advising and consulting on the conduct of these cases, including the legal and administrative requirements of operating in chapter 11; d. advising the Debtors and taking all necessary or appropriate actions at the Debtors' direction with respect to protecting and preserving the Debtors' estates, including defense of any actions commenced against the Debtors, resolution of disputes in which the Debtors are involved, objecting to claims asserted against the Debtors, attending meetings, and negotiating with parties in interest, including governmental authorities, as necessary; e. providing advice, representation, and preparation of necessary documentation and pleadings and taking all necessary or appropriate actions in connection with statutory bankruptcy issues, strategic transactions, asset sale transactions, real estate, intellectual property, employee benefits, business and commercial litigation, regulatory, corporate and tax matters, and prosecution and settlement of claims both against and by the Debtors; f. advising the Debtors in connection with a possible sale of all or substantially all or a subset of the Debtors' assets in chapter 11 and similar or related transactions; g. drafting all necessary or appropriate pleadings necessary or otherwise beneficial to the administration of the Debtors' estates; h. representing the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing; i. advising the Debtors concerning assumptions, assignments, and rejections of executory contracts and unexpired leases; j. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; k. advising the Debtors regarding tax matters; l. taking all necessary or appropriate actions as may be required in connection with the administration of the Debtors' estates, including with respect to a chapter 11 plan and related disclosure statement; and m. performing all other legal services in connection with these Chapter 11 Cases as may be requested by the Debtors, including, without limitation, any general corporate legal services. The firm will be paid at these rates: Partners $1,695 to $2,245 Counsel $1,575 to $1,795 Associates $595 to $1,475 Legal Assistants $330 to $530 Milbank received payments from the Debtors totaling $13,380,135.55, including a retainer in the original amount of $1,000,000 and thereafter increased to $1,600,000 Consistent with the U.S. Trustee Guidelines, Milbank provides the following information in further support of the Application: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Milbank did not agree to a variation of its standard or customary billing arrangements for this engagement. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: None of Milbank's professionals included in this engagement has varied their rate based on the geographic location of these cases. 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: Milbank represented the Debtors in the twelve months prior to the Petition Date. The billing rates and material financial terms in connection with such representation have not changed postpetition, other than due to annual and customary firm-wide adjustments to Milbank's hourly rates in the ordinary course of Milbank's business; and Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Debtors and Milbank intend to develop a prospective budget and staffing plan in a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures. Consistent with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Evan Fleck, a partner at Milbank, disclosed in court filings that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Evan R. Fleck, Esq Lauren C. Doyle, Esq. Bryan V. Uelk, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 Email: ldoyle@milbank.com About Gol Linhas GOL Linhas Aereas Inteligentes S.A. provides scheduled and non-scheduled air transportation services for passengers and cargo; and maintenance services for aircraft and components in Brazil and internationally. The company offers Smiles, a frequent-flyer program to approximately 20.5 million members, allowing clients to accumulate and redeem miles. It operates a fleet of 146 Boeing 737 aircraft with 674 daily flights. The company was founded in 2000 and is headquartered in Sao Paulo, Brazil. GOL Linhas Aereas Inteligentes and its affiliates and subsidiaries voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024. As of the bankruptcy filing, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. Judge Martin Glenn oversees the cases. The Debtors tapped Milbank, LLP as bankruptcy counsel; Seabury Securities, LLC as restructuring advisor, financial advisor and investment banker; Alixpartners, LLP as financial advisor; and Hughes Hubbard & Reed, LLP as aviation counsel. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. GOL LINHAS: Taps Kroll Restructuring as Administrative Advisor -------------------------------------------------------------- GOL Linhas Aereas Inteligentes S.A. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Kroll Restructuring Administration LLC as their administrative advisor. The firm's services include: a. assisting with, among other things, solicitation, balloting and tabulation of votes, preparing any related reports in support of confirmation of a Chapter 11 plan, and processing requests for documents; b. preparing an official ballot certification and, if necessary, testifying in support of the ballot tabulation results; c. assisting with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs, and gathering data in conjunction therewith; d. providing a confidential data room, if requested; and e. managing and coordinating any distributions pursuant to a Chapter 11 plan; and f. providing such other processing, solicitation, balloting and other administrative services Prior to their bankruptcy filing, the Debtors provided Kroll an advance in the amount of $100,000, which was received by Kroll on Jan 19, 2024. In addition, on Jan 24, 2024, Kroll received payment in the amount of $80,000 for actual and/or estimated prepetition fees and expenses. Benjamin Steele, a managing director at Kroll, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Benjamin J. Steele Kroll Restructuring Administration LLC 55 East 52nd Street, 17th Floor New York, NY 10055 Telephone: (212) 593-1000 About Gol Linhas GOL Linhas Aereas Inteligentes S.A. provides scheduled and non-scheduled air transportation services for passengers and cargo; and maintenance services for aircraft and components in Brazil and internationally. The company offers Smiles, a frequent-flyer program to approximately 20.5 million members, allowing clients to accumulate and redeem miles. It operates a fleet of 146 Boeing 737 aircraft with 674 daily flights. The company was founded in 2000 and is headquartered in Sao Paulo, Brazil. GOL Linhas Aereas Inteligentes and its affiliates and subsidiaries voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024. As of the bankruptcy filing, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. Judge Martin Glenn oversees the cases. The Debtors tapped Milbank, LLP as bankruptcy counsel; Seabury Securities, LLC as restructuring advisor, financial advisor and investment banker; Alixpartners, LLP as financial advisor; and Hughes Hubbard & Reed, LLP as aviation counsel. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. GOTO GROUP: Fitch Reassessed & Raised IDRs to CCC-, On Watch Neg. ----------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDRs) of LMI Parent, L.P. and its subsidiary, GoTo Group, Inc. (GoTo Group, fka LogMeIn, Inc.) to 'RD' (Restricted Default) from 'CCC+'. This action follows the company's execution of a tender offer for nearly $2.3 billion of its $3.4 billion of debt (including the undrawn $250 million revolver) prior to the transaction. GoTo Group has made a tender offer for the remaining $882 million of first-lien debt. Fitch views the executed tender offer as a distressed debt exchange (DDE) because it was executed well below par and maturities were extended. Fitch also views the pending tender offer as a DDE as it is also offered well below par as well and extends maturities. Fitch believes GoTo Group has taken these actions to avoid an eventual probable default. Subsequently, Fitch has reassessed and upgraded the IDRs to 'CCC-' and placed them on Rating Watch Negative (RWN), reflecting that the pending tender offer heightens the probability of a rating downgrade, which Fitch would view as a DDE. Fitch has assigned the new first-lien first out revolver, term loans and notes ratings of 'B-'/'RR1' and the new first-lien second out term loan and notes ratings of 'CCC'/'RR3'. Fitch has placed the first-lien second out term loan and notes on RWN given the likelihood of a two-notch downgrade if the second DDE is executed. Fitch has downgraded the previously existing first-lien term loan and notes to 'C'/'RR6' from 'B-'/'RR3' on RWN. Fitch expects to resolve the RWN on the IDRs around the time of the consent deadlines. Fitch has withdrawn the 'B-'/'RR3' rating for the previously existing first-lien revolver since the revolver has been extinguished. KEY RATING DRIVERS First DDE Executed: Fitch regards GoTo Group's executed debt exchange for a large portion of the first-lien term loan and notes as a DDE. The tender offer was executed well below par, and it extends the maturities of its term loans and notes by eight months and the revolver by 2.5 years. This was the first step the company has taken to resize its financial liabilities. The new debt is structured in two secured tranches: first-lien first out debt and first-lien second out debt. The new first-lien first out revolver benefits GoTo Group's liquidity position; the prior revolver was due August 2025 and contained a financial covenant that restricted the company's availability to draw upon it. The new revolver's financial covenant provides headroom, and the maturity date extends until April 2028. Second DDE Offer Extended: GoTo Group's second step to reduce its financial liabilities is the pending tender offer to exchange the $882 million of previously existing first-lien debt for new first-lien debt, which will be comprised of both the first-lien first out and first-lien second out. If the proposed transaction is executed, Fitch projects that the rating recovery prospects for the first-lien second out debt will fall to 'RR5' from 'RR3', prompting the rating to fall to 'CC' from 'CCC'. The combination of the two DDE's would reduce the company's debt by a total of $392 million after accounting for $100 million of the issuance of a first-lien first out "new money" term loan. In addition, the interest rates on the new debt are unchanged from the previously issued debt. Therefore, the interest expense burden will continue to erode FCF, although not to the same extent. Further Rating Actions to Follow: Fitch expects to lower the IDRs to 'C' once lenders agree upon the DDE and set a date for the debt exchange. Once the DDE is executed, Fitch would lower the IDRs to 'RD' and reassess the rating based on the final capital structure. Improved Liquidity and Negative FCF: The new $250 million revolver will benefit the company's liquidity position in the near term along with the $136 million of cash on the balance sheet as of the end of 3Q23, down from $170 million at the end of 2022 and $316 million at the end of 2021 (which benefited from a $198 million divestiture). The company's negative FCF has been a key driver of lower liquidity. GoTo Group's FCF in 2022 was negative $55 million and for the first nine months of 2023 was negative $17 million. Fitch forecasts negative FCF for 2023 and continuing into 2024. Fitch believes that the company's ability to reverse the trend in 2025 is dependent on its ability to have stable or growing revenues and EBITDA, which may prove challenging. Fitch could take additional negative rating action if negative FCF persists or accelerates. Continued Revenue Declines: The company's product offerings include innovative offerings and some legacy offerings that have experienced declining revenues. The company's Core Collaboration segment offers GoToMeetings (web conferencing) and other GoTo Group's solutions that have lost SMB customers and revenues to competitors. Fitch expects revenues for this segment to be down significantly in 2023. This segment did well in the early days of the pandemic, but that favorable impact began modestly winding down in late 2021, and the pace of the decline has since accelerated. Revenues for the company's Remote Support Group has also declined but not to the extent of Core Collaboration. Both UCaaS and LastPass have grown as has, to a lesser extent, Remote Support, but those revenue improvements have not been enough to offset declines in Core Collaboration. Highly Competitive Market: GoTo Group operates in a crowded competitive environment with large and small players that all compete for the same SMB customers. As competition has increased, GoTo Group's overall revenues have declined modestly, largely due to lower results in its Collaboration for web conferencing. Fitch expects GoTo Group to continue facing intense competition across each of its core end markets, including from market leaders who are larger and have greater financial flexibility. While GoTo Group's strategy is focused on providing a comprehensive product platform to the SMB segment, it competes with other SMB focused competitors like 8x8; enterprise focused competitors like RingCentral and Vonage; enterprise solution companies with sizeable installed bases like Microsoft, which offers Teams; and Cisco, which offers Webex. Zoom is another significant competitor that serves all end markets from SMBs to large enterprise customers. Highly Recurring and Diversified Revenues: The majority of GoTo Group's revenues are subscription based. Additionally, it has a number of contracts that are annual or multi-year contracts, and many of those contracts are paid for upfront. Consistent with the fragmented nature of the SMB segment it serves, the company has over 2.5 million paying customers with no customer accounting for more than 0.5% of revenues. Diversified Product Mix: GoTo Group has a variety of product offerings. For the first nine months of 2023, UCaaS (which is largely GoTo Connect) accounted for 34% of revenues and Core Collaboration for 15%. These two segments make up GoTo Group's Unified Core Collaboration (UCC) offerings. In addition, Remote Support accounted for 32% for the quarter's revenues and LastPass for 19%. The LastPass segment has been moved into its own silo, and GoTo Group has been working to create this as a standalone entity since December 2021. DERIVATION SUMMARY GoTo Group's rating of 'CCC-' reflects the heightened probability of a downgrade given the pending DDE. Assuming the DDE is executed, the company would still have limited liquidity, high leverage and negative FCF. The company benefits from strong recurring revenues and EBITDA margins in the low 30's. The ratings also reflect Fitch's expectation that despite strong secular demand for UCaaS and network security, GoTo Group's revenues are expected to be negatively affected by the highly competitive landscape that the Core Collaboration segment faces. The company's leverage was 7.6x for the LTM ended 3Q23, and Fitch expects it to remain in the range of 7.0x to 8.0x over the rating horizon. GoTo Group has less financial flexibility than other peers in the software sector. Like other private equity owned issuers, Fitch believes that the company's focus is ultimately on ROE rather than debt reduction. Fitch rates the IDRs of the LMI Parent, L.P, and its wholly-owned subsidiary, GoTo Group, Inc. on a consolidated basis, using the weak parent/strong subsidiary approach and open access and control factors, based on the entities operating as a single enterprise with strong legal and operational ties. KEY ASSUMPTIONS - Fitch assumes revenues decline in the low to mid-single digits in 2023 through 2025 before stabilizing. It is assumed that the decline from Core Collaboration cannot offset the modest growth in GoTo Group's other segments; - EBITDA margins remain in the low to mid 30's over the rating horizon; - Capex remains low and in the range of 3.5% to 4.0% over the rating horizon; - Fitch assumes FCF is negative in 2023 and in 2024, FCF is modestly positive due to lower floating interest rates; - Debt repayments are limited to mandatory amortization payments; - No assumptions are made for dividends or acquisitions. RECOVERY ANALYSIS RECOVERY ANALYSIS ASSUMPTIONS The recovery analysis assumes that GoTo Group would be reorganized as a going-concern entity in bankruptcy rather than liquidated. A 10% administrative claim is assumed. The recovery analysis also assumes pressure in the form of sustained customer churn at the Core Collaboration segment, which is assumed to continue to lose SMB customers to the competition such as Zoom, Microsoft Teams, Webex, 8x8, and RingCentral. As a result, Fitch assumes this causes adjusted EBITDA to decline to $340 million, lower than its prior assumption of $380 million reflecting expectations of lower revenues and EBITDA. Fitch applies a 6.0x multiple, to arrive at a going concern enterprise value (EV) just over $2.0 billion. TEV/EBITDA Multiple Rationale: An EV Multiple of 6.0x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: - Fitch's Bankruptcy Enterprise Values and Creditor Recoveries showed that bankruptcy case study exit multiples for technology peer companies ranged from 2.6x-10.8x. - Of these companies, only five were in the Software sector: Allen Systems Group, Inc. (8.4x), Avaya Inc. (2017: 8.1x and 2023: 7.5x); Aspect Software Parent, Inc. (5.5x), Sungard Availability Services Capital, Inc. (4.6x) and Riverbed Technology Software (8.3x). As a result, Fitch rates the first lien first out debt at 'B-'/'RR1', the first-lien second out debt at 'CCC'/'RR3' and the previously existing first-lien debt at 'C'/'RR6'. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Positive rating action is unlikely until after the successful execution of the second DDE. Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Fitch expects to lower the IDRs to 'C' once lenders agree upon the DDE and set a date for the debt exchange. LIQUIDITY AND DEBT STRUCTURE Improved Liquidity: As of Sept. 30, 2023, GoTo Group had cash on the balance sheet of $136 million. The company's near-term liquidity has improved with a new $250 million revolver due 2028. Fitch expects the company to generate negative FCF in the near term, which would reduce GoTo Group's liquidity position. With the executed first DDE, the debt structure has changed and now includes first-lien first out debt, first-lien second out debt and subordinated to those instruments, the previously existing first-lien debt which has an outstanding tender offer. ISSUER PROFILE LMI Parent, L.P. is the parent of its wholly-owned subsidiary, GoTo Group, Inc. (GoTo Group, fka LogMeIn Inc.). GoTo Group focuses on unified communication and collaboration (through Unified Communication as a Service [UCaaS] and its collaboration solutions), identity access management, and remote support for the SMB market. ESG CONSIDERATIONS LMI Parent, L.P. has an ESG Relevance Score of '4' for Management Strategy due to its exposure to strategic risk, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- GoTo Group, Inc. LT IDR RD Downgrade CCC+ LT IDR CCC- Upgrade RD senior secured LT B- New Rating RR1 senior secured LT CCC New Rating RR3 senior secured LT WD Withdrawn B- senior secured LT C Downgrade RR6 B- LMI Parent, L.P. LT IDR RD Downgrade CCC+ LT IDR CCC- Upgrade RD HARBOR CUSTOM: Four Multi-Family Complexes Put Up for Sale ---------------------------------------------------------- A major investment opportunity in the Seattle/Tacoma market is emerging as four apartment complexes owned by Harbor Custom Development (HCDI) head into Chapter 11 bankruptcy. Keen-Summit Capital Partners LLC, a leading real estate brokerage and investment banking firm based in New York, NY, has been retained to manage the sale of this premier multi-family real estate portfolio, which represents a rare opportunity to invest in one of the Pacific Northwest's thriving real estate markets. Matthew Bordwin said, "With real estate activity burgeoning in the Pacific Northwest region, this premier multi-family portfolio is extremely attractive," notes Matthew Bordwin, Principal and Co-President of Keen-Summit Capital Partners. The Seattle/Tacoma area, celebrated for its lower cost of living relative to Seattle city center and reduced congestion, offers an appealing quality of life with its stunning mountain views, waterfronts, and abundant outdoor activities as well as a vibrant cultural scene with museums, music and arts. Despite recent tech layoffs nationally, the Washington area, anchored by powerhouses like Amazon, Microsoft, and Boeing, remains a tech haven with continued job growth and high-paying opportunities." Harbor Custom Development ("HCDI"), a Tacoma-based company cited the COVID-19 pandemic, supply chain disruption, and its expansion endeavors outside of Washington as the primary factors of its financial difficulties. Jeffrey Habersetzer, Interim CEO of Harbor Custom Development, Inc., explained, "These are outstanding assets and opportunities for other multi-family developers and investors in one of the most vibrant real estate markets in the country. To maximize value, we were mindful about the importance of working with a firm with a deep understanding of real estate dynamics. Keen-Summit's exceptional expertise will be instrumental in helping us navigate through complex waters to achieve the best outcomes possible." Mr. Bordwin explains, "The Seattle real estate market remains robust, with each location in HCDI's portfolio offering unique investment opportunities. We are poised to bring our extensive experience and market knowledge to the forefront, which will ensure a streamlined and successful sale process for our client's valuable assets." Keen-Summit has a well-deserved reputation for handling complex real estate transactions, which was confirmed by Shelly Crocker, HCDI's Chief Restructuring Officer: "Our decision to partner with Keen-Summit is a strategic step towards maximizing value for our stakeholders. Their proven track record in handling similar cases will prove to be invaluable." The portfolio includes: -- Belfair View Apartments in Belfair, WA -- 228 Units -- Phase 1 Complete in February 2023 (126 Units; 82 Occupied) -- Phase 2 Ready to Finish Vertical (102 Units) -- Bridgeview Trail Apartments in Port Orchard, WA -- 138 Units -- Horizontal construction complete -- Plans and approval for 138 units (ready to go vertical) -- Short drive to the Kitsap Naval Base, a major contributor to a robust defense economy with approximately 40,000 employees tied to the military and defense industry in the area -- Meadowscape Apartments in Olympia, WA -- 177 Units -- Construction Completed in December 2023 -- 177 Units, 20.9% Occupied -- Attractions: Nisqually Wildlife Refuge, Wonderwood Park and East Bay Waterfront Park -- Pacific Ridge Apartments in Tacoma, WA -- 80 Units -- Construction Completed in November 2022 -- 80 Units, 73.75% Occupied -- Quick and easy access to I-5 and SR 512 The auction has yet to be scheduled. Stalking horse offers are being considered. HCDI's multi-family real estate portfolio isn't the first mega property auction for Keen-Summit. Keen-Summit auctioned off the WC Braker portfolio in Austin, TX for over $102 million, 36% over asking price -- in 63 days from list to closing. In 2020, during the height of the Covid pandemic, Keen-Summit secured the sale of L'Ermitage Beverly Hills Hotel for $100 million. Further Details and Contact Information: Additional details are available in a virtual dataroom at HarborCustom-BankruptcySale.com. For direct inquiries, contact Keen-Summit Capital Partners, 646-381-9222. The sale is subject to court approval. About Keen-Summit Capital Partners Keen-Summit Capital Partners LLC is a real estate brokerage, workout and investment banking firm specializing in special situations, restructurings, bankruptcies and receiverships, with offices in Manhattan and Melville, NY, and Chicago, IL. Keen-Summit Capital Partners LLC represents property owners, retail and commercial tenants, commercial and industrial businesses, investors, developers, and creditors across various industries. Clients benefit from its reputation for excellence and integrity, extraordinary industry experience, in-depth market knowledge, time-tested business approach, deep industry relationships, workout and bankruptcy expertise, and over 40 years of exceptional execution capabilities. For more information about Keen-Summit Capital Partners, call 646-381-9222 or visit www.keen-summit.com. About Harbor Custom Development, Inc. Harbor Custom Development, Inc. is a real estate development company involved in all aspects of the land development cycle, including land acquisition, entitlement, development, construction of project infrastructure, home and apartment building construction, marketing, and sales of various residential projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-42180) on Dec. 11, 2023. In the petition signed by Shelly Crocker, chief restructuring officer, the Debtor disclosed $223,981,000 in assets and $172,528,500 in liabilities. Judge Mary Jo Heston oversees the case. Aditi Paranjpye, Esq., at CAIRNCROSS & HEMPELMANN, P.S., is the Debtor's legal counsel. HARBOR CUSTOM: Gets OK to Tap Kidder Mathews as Real Estate Broker ------------------------------------------------------------------ Harbor Custom Development, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Kidder Mathews as real estate broker. Kidder Mathews will list, market, and sublease the company's office space in the 1201 Pacific building located at 1201 Pacific Avenue in Tacoma, Washington. The firm's services include: a. preparing and distributing marketing materials to all potential sublessees, subject to the Debtors' review and approval of all such materials; b. assisting the Debtors in selecting a sublessee and negotiating the terms of a Sublease Agreement on behalf of the Debtors; and c. serving as advisor to the Debtors through closing of the transaction. Kidder Mathews shall earn a 5 percent commission on the total sublease amount. Christopher Corr, shareholder at Kidder Mathews, assured the court that the broker is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14). The firm can be reached through: Christopher Corr Kidder Mathews 12886 Interurban Avenue S Seattle, WA 98168 Tel: (206) 248-7324 Email: chris.corr@kidder.com About Harbor Custom Development, Inc. Harbor Custom Development, Inc. is a real estate development company involved in all aspects of the land development cycle, including land acquisition, entitlement, development, construction of project infrastructure, home and apartment building construction, marketing, and sales of various residential projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-42180) on December 11, 2023. In the petition signed by Shelly Crocker, chief restructuring officer, the Debtor disclosed $223,981,000 in assets and $172,528,500 in liabilities. Judge Mary Jo Heston oversees the case. Aditi Paranjpye, Esq., at CAIRNCROSS & HEMPELMANN, P.S., represents the Debtor as legal counsel. HARBOR CUSTOM: Hires Newmark Multihousing as Real Estate Broker --------------------------------------------------------------- Harbor Custom Development, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Apartment Realty Advisors of Florida, LLC dba Newmark Multihousing as a real estate broker. Newmark Multihousing will list, market, and sell HCDI FL Condo LLC's multi-family site which is comprised of 5 contiguous parcels of residential and preserve land in Punta Gorda, Florida. The broker's services include: a. preparing and distributing marketing materials to all potential purchasers, including a standard brokerage flyer and offering memorandum, subject to the Debtors' review and approval of all such materials; b. advertising and placing signage on-site, subject to the Debtors' review and approval of all such materials; c. assisting the Debtors in selecting a purchaser and negotiating the terms of a Purchase & Sale Agreement on behalf of Punta Gorda; and d. assisting the Debtors in coordinating due diligence materials and serving as advisor to the Debtors through closing of the transaction. Newmark Multihousing shall earn a 4 percent commission upon the sale of the Punta Gorda Property, and is entitled to reimbursement of the actual marketing costs which shall not exceed $7,500 in the aggregate. Newmark Multihousing 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: Tyler Minix Apartment Realty Advisors of Florida, LLC dba Newmark Multihousing 750 Park of Commerce Blvd Suite 230 Boca Raton, FL 33487 Tel: (561) 210-4140 Email: Tyler.Minix@nmrk.com About Harbor Custom Development, Inc. Harbor Custom Development, Inc. is a real estate development company involved in all aspects of the land development cycle, including land acquisition, entitlement, development, construction of project infrastructure, home and apartment building construction, marketing, and sales of various residential projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-42180) on December 11, 2023. In the petition signed by Shelly Crocker, chief restructuring officer, the Debtor disclosed $223,981,000 in assets and $172,528,500 in liabilities. Judge Mary Jo Heston oversees the case. Aditi Paranjpye, Esq., at CAIRNCROSS & HEMPELMANN, P.S., represents the Debtor as legal counsel. HARBOR CUSTOM: Seeks to Tap Branch Marketing as Real Estate Broker ------------------------------------------------------------------ Harbor Custom Development, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Branch Marketing Group, Inc./Windermere Real Estate East, Inc. as their real estate broker. The brokers will list, market, and sell the real property commonly known as Horizon at Semiahmoo, Beacon Farms, and Inverness at Semiahmoo located in Blaine, Washington. The brokers' services include: a. providing a full valuation analysis and pricing guidance prior to marketing; b. preparing and distributing marketing materials to all potential purchasers, including a comprehensive offering memorandum and due diligence package, subject to the Debtors' review and approval of all such materials; c. advertising and promotion, subject to the Debtors' review and approval of all such materials; d. assisting the Debtors in selecting purchasers and negotiating the terms of each Purchase & Sale Agreement on behalf of the Debtors; and e. serving as advisor to the Debtors through closing of the transactions. The Debtors negotiated a commission of 2 percent, based upon the sales prices of the property. Branch Marketing Group is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14), according to court filings. The brokers can be reached through: Ron Branch Branch Marketing Group, Inc. 3933 Lake Washington Blvd NE Kirkland, WA 98033 Phone: (206) 605-8811 Email: Ron@branchmarketinggroup.com About Harbor Custom Development, Inc. Harbor Custom Development, Inc. is a real estate development company involved in all aspects of the land development cycle, including land acquisition, entitlement, development, construction of project infrastructure, home and apartment building construction, marketing, and sales of various residential projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-42180) on December 11, 2023. In the petition signed by Shelly Crocker, chief restructuring officer, the Debtor disclosed $223,981,000 in assets and $172,528,500 in liabilities. Judge Mary Jo Heston oversees the case. Aditi Paranjpye, Esq., at CAIRNCROSS & HEMPELMANN, P.S., represents the Debtor as legal counsel. HARTMAN SPE: Delaware Bankruptcy Court Confirms Chapter 11 Plan --------------------------------------------------------------- Silver Star Properties REIT, Inc. ("Silver Star" or the "Company") is a self-managed real estate investment trust that is currently repositioning in an orderly manner into the self-storage asset class. Hartman SPE, LLC (the "SPE"), an indirect subsidiary, which owns legacy office, retail, and industrial properties on Feb. 26 disclosed that "the United States Bankruptcy Court for the District of Delaware confirmed in all respects the SPE's Combined Disclosure Statement and Chapter 11 Plan." Under the Chapter 11 Plan, the SPE will continue to conduct an orderly sale of its assets to pay its undisputed creditors in full, complete the refinance of its maturing senior indebtedness, and maximize capital available for Silver Star's redeployment into the self-storage asset class. When all the sales are completed, Silver Star expects to have approximately $370 million in available funds, assuming a loan-to-value ratio of 50%, for the Company's investment strategy. The Chapter 11 process, culminating in the successful confirmation of the Chapter 11 Plan, allowed the SPE to complete property sales without external interference by a dissident minority shareholder, which sales will be instrumental as the SPE looks to close on the refinancing of its SASB Loan. The minority shareholder agreed to a judgment during the Chapter 11 case to withdraw all interference with the ongoing property sales. The Chapter 11 case became necessary after efforts to amicably resolve intercompany ownership matters failed, a process that had been ongoing since December 2022, involving negotiations between the Company and Hartman vREIT XXI, Inc. which is under the control of Allen Hartman. The Company had pursued mediation and sought legal remedies in response to Allen Hartman's efforts to secure more favorable terms through the use of aggressive legal tactics. The Company ultimately reached the conclusion that the Chapter 11 filing was the only viable and constructive avenue to obtain the necessary relief to purify its ownership of the SPE's properties, thereby safeguarding and enhancing shareholder value. Ownership of the SPE's properties was confirmed by Federal court order entered by the United States Bankruptcy Court against Hartman vREIT XXI. Gerald Haddock, Executive Chairman of the Executive Committee of Silver Star, stated, "We are pleased with our progress towards our goals of moving the Company into self-storage. Confirmation of the Chapter 11 Plan, and the expected exit from Chapter 11 in the near future, will allow the Company to resume its new growth strategy and make distributions to its shareholders much quicker, all of which have been hindered by the dissident shareholder's interference." About Hartman SPE, LLC Hartman SPE, LLC is a lessor of nonresidential buildings based in Houston, Texas. Hartman SPE filed a voluntary Chapter 11 petition (Bankr. D. Del. Lead Case No. 23-11452) on Sept. 13, 2023, with $100 million to $500 million in both assets and liabilities. David Wheeler, president, signed the petition. Judge Mary F. Walrath oversees the case. The Debtor tapped Katten Muchin Rosenman, LLP as bankruptcy counsel; Chipman Brown Cicero & Cole, LLP as Delaware counsel; and Epiq Corporate Restructuring, LLC as administrative advisor. HDT GLOBAL: $280MM Bank Debt Trades at 49% Discount --------------------------------------------------- Participations in a syndicated loan under which HDT Global is a borrower were trading in the secondary market around 51.0 cents-on-the-dollar during the week ended Friday, Feb. 23, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 48.8 cents-on-the-dollar the previous week ended Feb. 16. The $280 million facility is a Term loan that is scheduled to mature on July 8, 2027. About $250.3 million of the loan is withdrawn and outstanding. HDT Global is a manufacturer of engineered, mission-capable infrastructure services and products intended for defense, aerospace and government markets. HORNBLOWER GROUP: Files Chapter 11 to Facilitate Sale ----------------------------------------------------- Hornblower Group on Feb. 21, 2024, disclosed that it has entered into an agreement with its investors that will strengthen the Company's financial foundation and position Hornblower for a successful future. Under the terms of the agreement, funds managed by Strategic Value Partners, LLC and its affiliates (together, "SVP"), a global alternative investment firm, will acquire majority ownership of Hornblower and provide a significant equity investment in the business. Crestview Partners ("Crestview") will retain a significant minority position in Hornblower and become the sole owner of Journey Beyond, a stand-alone operating unit of Hornblower and the leading experiential travel provider in Australia. The agreement also provides for Hornblower to receive $121 million in new-money financing from SVP-managed funds and Crestview, and the Company's total debt will be reduced by approximately $720 million. In connection with the agreement, Hornblower's overnight cruising business American Queen Voyages ("AQV") will be sold or, if a sale cannot be achieved, its operations will be wound down. Hornblower is taking this action because of the underperformance of AQV, which has not rebounded from the pandemic. These collective actions will enable Hornblower to move ahead with a more focused portfolio, stronger balance sheet and additional financial flexibility, well-positioned to continue driving growth in its core land- and water-based experiences businesses. These core businesses are delivering excellent results and serving thousands of guests every day. "Building on our commitment to deliver amazing experiences for our guests, Hornblower has grown to become a global leader in world-class experiences and transportation," said Kevin Rabbitt, Chief Executive Officer, Hornblower Group. "We have strong relationships with our government agency and business partners, and our core businesses are performing well with robust and growing demand." Mr. Rabbitt added, "The steps we are taking today will enable us to address AQV and strengthen our financial foundation as we continue serving our guests and commuters around the world. With the support of our financial stakeholders, we will continue to advance our business initiatives and drive growth. We thank the entire Hornblower team for their hard work and dedication, as well as our vendors and partners across our businesses for their continued support." David Geenberg, Co-Head of the North American Investment Team at SVP, said, "Hornblower is an outstanding company and a market leader in water-based transportation, tours and experiences, with complementary businesses and long-term contracts in attractive markets. With substantial growth potential in travel and tourism, we see significant opportunities ahead for Hornblower to further expand its leadership position. We look forward to working closely with the leadership team to help support the Company's strong operating staff, excellent service and exceptional guest experiences as we usher in Hornblower's next era of success." Brian Cassidy, President of Crestview, added, "This transaction is an important step in ensuring Hornblower's future success, and we are enthusiastic about partnering with SVP on the Company's next growth chapter post-COVID. We are also excited about being the sole owner of Journey Beyond, which has incredible growth opportunities ahead." Information for Guests, Commuters and Customers Outside of AQV, Hornblower's current services will not be impacted in any way by the transaction: -- All services are operating as usual and running on their normal schedules. -- Booked trips, excursions, private events and charters, dining and sightseeing cruises, tours and activities and other experiences are continuing as planned. -- Guests and commuters can purchase tickets, make reservations, book groups and private events, participate in excursions and utilize transportation services as usual. Hornblower is continuing to serve its B2B partners and customers as usual: -- The Anchor(TM) all-in-one ticketing & operating system is supporting partners and customers in their seamless digital journey as normal. Anchor Operating System, LLC is a subsidiary of Hornblower Group and an independent entity. Journey Beyond is operating normally and continuing to serve guests as usual. Implementing the Agreement To efficiently implement the agreement and ensure an orderly sale or wind-down of AQV, Hornblower and certain of its affiliates have initiated a voluntary court-supervised and pre-arranged process under Chapter 11 of the U.S. Bankruptcy Code. Due to the overwhelming support of its investors, Hornblower expects to move through this process on an accelerated basis and emerge from Chapter 11 in approximately four months. In connection with this process, Hornblower has received a commitment for $300 million in debtor-in-possession ("DIP") financing from Deutsche Bank Private Credit & Infrastructure to refinance the Company's existing superpriority term loan, in addition to the $121 million in new-money financing from SVP-managed funds and Crestview. Following court approval, this new financing, combined with cash generated from ongoing operations, is expected to support the business during the court-supervised process. Separately, the Company is commencing ancillary proceedings in Canada under the Companies' Creditors Arrangement Act (CCAA) seeking recognition of the U.S. Chapter 11 proceedings in Canada. Journey Beyond is not included in the court-supervised process. Additional Information Additional information is available at www.HornblowerRestructuring.com. Court filings and other information related to the proceedings are available on a separate website administrated by the Company's claims agent, Omni Agent Solutions, at https://omniagentsolutions.com/Hornblower; by calling Omni representatives toll-free at (888) 504-8055, or (747) 263-0163 for calls originating outside of the U.S. or Canada; or by emailing HornblowerInquiries@OmniAgnt.com. Hornblower has ensured that appropriate information and resources are available for AQV customers. For information about AQV refunds, please visit www.AQVrefunds.com. Additional information, including FAQs, is available at www.AQVinfo.com, or by calling toll-free (888) 202-5784, or (747) 288-6437 for calls originating outside of the U.S. or Canada. Advisors Guggenheim Securities, LLC is serving as investment banker to Hornblower, Alvarez & Marsal North America, LLC is serving as financial advisor, Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel and Porter Hedges LLP is serving as co-counsel. Perella Weinberg Partners LP is serving as investment banker to SVP and other Hornblower lenders, FTI Consulting, Inc. is serving as financial advisor and Milbank LLP is serving as legal advisor. PJT Partners is serving as financial advisor to Crestview, Davis Polk & Wardwell LLP is serving as legal counsel and Vinson & Elkins LLP is serving as co-counsel. About SVP SVP -- http://www.SVPGlobal.com/-- is a global alternative investment firm that focuses on special situations, private equity, opportunistic credit, and financing opportunities. The firm uses a combination of sourcing, financial and operational expertise to help its portfolio companies unlock value and accelerate their businesses. SVP has significant influence or control with respect to more than 15 businesses around the world, which have approximately 100,000 employees and over $12 billion in revenues. The firm invests in a broad range of sectors including significant experience in travel and transportation, with influence or control of leading global businesses including major toll roads, an aircraft manager and lessor, and an airport services company. Today, SVP manages over $18 billion in assets under management, and since inception, has invested more than $47 billion of capital. The firm has approximately 200 employees, including more than 90 investment professionals, across its main offices in Greenwich (CT) and London, and additional offices in New York and Tokyo. About Crestview Founded in 2004, Crestview -- http://www.crestview.com-- is a private equity firm focused on the middle market. The firm is based in New York and manages funds with approximately $10 billion of aggregate capital commitments. The firm is led by a group of partners who have complementary experience and distinguished backgrounds in private equity, finance, operations and management. Crestview has senior investment professionals focused on sourcing and managing investments in each of the specialty areas of the firm: media, industrials and financial services. About DB PCI Deutsche Bank Private Credit & Infrastructure business is Deutsche Bank's US-based balance sheet lending platform. DB PCI provides financing to bank clients including corporates, projects and alternative investment managers using bank capital. DB PCI has a wide mandate to underwrite loan facilities including bridge, term and construction loans, as well as letters of credit, with a focus on middle market direct lending, digital and conventional infrastructure, operational real estate, venture debt and fund finance. In the last 8 years PCI has underwritten transactions in excess of $30bn and currently maintains over $18Bn in balances outstanding. About Hornblower Group Hornblower Group -- http://www.hornblowercorp.com-- 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. HORNBLOWER SUB: Moody's Lowers PDR to D-PD on Bankruptcy Filing --------------------------------------------------------------- Moody's Investors Service downgraded Hornblower Sub, LLC's probability of default rating to D-PD from Caa3-PD. There is no change to the company's Caa3 corporate family rating, Ca senior secured bank credit facility rating or Ca backed senior secured bank credit facility rating. The outlook is stable. Subsequent to the actions, the ratings for Hornblower Sub, LLC will be withdrawn shortly as a consequence of the filing for Chapter 11. RATINGS RATIONALE The downgrade of Hornblower's probability of default rating to D-PD follows the company's decision to commence a voluntary court-supervised and pre-arranged process under Chapter 11 of the U.S. Bankruptcy Code. The Chapter 11 filing will be utilized to effectuate the sale or wind-down of the company's underperforming American Queen Voyages segment as well as to address the company's unsustainable capital structure. High debt balances, an increasing interest burden and a delayed recovery in its overnight cruise segment – this segment generated negative earnings in 2023 – led to weakened liquidity and an untenable capital structure. At the end of December 2023, Hornblower had approximately $1.2 billion of secured debt. The bankruptcy process will result in total debt being reduced by more than $850 million. The pre-arranged bankruptcy includes affiliates of the private equity firm Strategic Value Partners, LLC (SVP) acquiring the majority ownership of Hornblower, with the existing private equity owner – Crestview Partners – retaining a minority position. Crestview will become the sole owner of Journey Beyond. SVP and Crestview will contribute $121 million to the company in the form of junior super priority debtor-in-possession financing to help support the business during the bankruptcy process, which shall subsequently be repaid with proceeds from an equity rights offering, backstopped by SVP and Crestview, at emergence. The company has also received a commitment for $300 million in senior super priority debtor-in-possession financing which will be used to refinance the company's existing super priority term loan during the bankruptcy process, and which will subsequently be refinanced at emergence with committed exit financing. The committed exit financing also provides for a $50 million revolving credit facility to be made available to the company at emergence to support liquidity. Headquartered in San Francisco, California, Hornblower Sub, LLC is a concessioner of ferry transportation services to the National Park Service for Alcatraz Island and the Statue of Liberty/Ellis Island and the Niagara Parks Commission for the Canadian side of Niagara Falls and is the exclusive operator of the NYC Ferry system. The company also provides cruises & events service in the US, Canada and the UK, as well as provides maritime operations and management services to public and private clients. Gross revenue was about $860 million for the twelve months ending September 30, 2023, the most recent data available. Hornblower does not file public financial statements. The principal methodology used in this rating was Business and Consumer Services published in November 2021. HUDSON 888 OWNER: Wins Cash Collateral Access Thru March 14 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Hudson 888 Owner LLC and Hudson 888 Holdco LLC to continue using cash collateral on an interim basis, in accordance with the budget until the final hearing date set for March 14, 2024. To facilitate the Debtors' continued operations during the Extension Period, the Debtors and Lenders have agreed to extend the relief granted in the Interim Order to permit Fee Owner to continue its use of cash collateral during the Extension Period, consistent with the interim budget annexed to the Interim Order and the February 2 Stipulation. As previously reported by the Troubled Company Reporter, Fee Owner and Hudson 888 Holdco LLC are indebted to BH3 in the approximate amount of $85 million in connection with various prepetition loans made by BH3 pursuant to the loan documents between the parties. During the initial four week period after the filing of the Chapter 11 Cases, Fee Owner estimates that the cash expenses for the Interim Period will be approximately $91,743 and that cash receipts will be approximately $287,380. The Mortgage Lender has a valid, perfected, and enforceable lien and security interest in Fee Owner's assets, including the Project and all rents and other revenues of the Project, including accounts receivable. As adequate protection for any post-petition diminution in the value of the Mortgage Lender's interests in the Prepetition Collateral, Fee Owner was authorized to grant to the Mortgage Lender, a valid, binding, enforceable and automatically perfected postpetition replacement lien in the Senior Loan Collateral, including postpetition-generated cash collateral. The Replacement Lien will be subject to liens and other interests in property of Fee Owner's estate existing as of the Petition Date that are both (i) valid, enforceable and not subject to avoidance by any trustee under the Bankruptcy Code; and (ii) senior under applicable non-bankruptcy law to, or encumber assets not encumbered by, the Mortgage Lender's liens in the Prepetition Collateral as of the Petition Date. A copy of the order is available at https://urlcurt.com/u?l=7E1KLU from PacerMonitor.com. About Hudson 888 Owner LLC Hudson 888 Owner 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 U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-10021) on January 7, 2024. In the petition signed by Sheng Zhang, chairman and CEO, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Michael E. Wiles oversees the case. Stephen B. Selbst, Esq., at Herrick Feinstein LLP, represents the Debtor as legal counsel. IBIO INC: Hires Grassi & Co. CPAs as Accountant ----------------------------------------------- iBio, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Audit Committee of the Company conducted a competitive process to determine the Company's independent registered public accounting firm commencing with the audit of the Company's books and financial records for the year ending June 30, 2024. The Audit Committee invited several independent registered public accounting firms to participate in this process. Following review of proposals from the independent registered public accounting firms that participated in the process, on Feb. 15, 2024, upon recommendation from management, the Audit Committee approved the engagement of Grassi & Co., CPAs, P.C. as the Company's independent registered public accounting firm for the Company's fiscal year ending June 30, 2024. On Feb. 20, 2024, the Company entered into an engagement letter with Grassi and engaged Grassi as the Company's independent registered public accounting firm effective immediately. During the fiscal years ended June 30, 2023 and June 30, 2022, and the subsequent interim periods through Feb. 20, 2024, neither the Company nor anyone on its behalf has consulted with Grassi regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Grassi concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K. On Feb. 15, 2024, the Company was notified that its independent registered public accounting firm, CohnReznick LLP, is resigning its engagement with the Company effective immediately. CohnReznick's reports on the Company's consolidated financial statements as of and for the fiscal years ended June 30, 2023 and June 30, 2022 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, other than the report for the fiscal year ended June 30, 2023 contained an explanatory paragraph related to the Company's ability to continue as a "going concern." The decision of CohnReznick to resign was not initiated or approved by the Audit Committee of the Board of Directors. During the fiscal years ended June 30, 2023 and June 20, 2022, and the subsequent interim periods through Feb. 20, 2024, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and CohnReznick on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to CohnReznick's satisfaction, would have caused CohnReznick to make reference thereto in its reports; and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that during the quarter ended March 31, 2023, the Company identified a material weakness in its controls relating to accounting for stock-based compensation expense relating to the vesting of severed employees' awards, which the Company fully remediated for the year ended June 30, 2023, as previously disclosed in the Company's 2023 annual report filed on Form 10-K. About iBio Inc. iBio, Inc. -- http://www.ibioinc.com-- is a preclinical stage biotechnology company that leverages the power of Artificial Intelligence (AI) for the development of precision antibodies. Its proprietary technology stack is designed to minimize downstream development risks by employing AI-guided epitope-steering and monoclonal antibody (mAb) optimization. iBio reported a net loss available to the Company's stockholders of $65.01 million for the year ended June 30, 2023, compared to a net loss available to stockholders of $50.39 million for the year ended June 30, 2022. As of June 30, 2023, the Company had $41.21 million in total assets, $25.83 million in total liabilities, and $15.38 million in total stockholders' equity. Holmdel, New Jersey-based CohnReznick LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated Sept. 27, 2023, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities for the years ended June 30, 2023 and 2022 and has an accumulated deficit as of June 30, 2023. These matters, among others, raise substantial doubt about its ability to continue as a going concern. INFINITY COMMERCIAL: Seeks Approval to Hire Conflicts Counsel ------------------------------------------------------------- Infinity Commercial Insurance Incorporated seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ DeConcini McDonald Yetwin & Lacy as conflicts counsel. The firm will represent the Debtor to the extent that a matter arises in which it is directly adverse to Jessica Loomis, the Debtor's chief executive officer (CEO) and sole owner. Jody Corrales, Esq., a member of DeConcini McDonald Yetwin & Lacy, will be paid at her hourly rate of $375. The firm received a retainer in the amount of $1,500. In addition, the firm will seek reimbursement for expenses incurred. The firm can be reached through: Jody A. Corrales, Esq. DeConcini McDonald Yetwin & Lacy 2525 E. Broadway Blvd., #200 Tucson, AZ 85716 Telephone: (520) 322-5000 Email: jcorrales@dmyl.com About Infinity Commercial Insurance Infinity Commercial Insurance Incorporated primarily operates in the insurance industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-01044) on Feb. 13, 2024, with up to $100,000 in assets and up to $10 million in liabilities. Jessica R. Loomis, president and founder, signed the petition. The Debtor tapped Christopher C. Simpson, Esq., at Osborn Maledon, PA as bankruptcy counsel and Jody A. Corrales, Esq., at DeConcini McDonald Yetwin & Lacy as conflicts counsel. INSTANT BRANDS: Bankruptcy Court Confirms Reorganization Plan ------------------------------------------------------------- Instant Brands, maker of consumer favorites like Corelle(R), Pyrex(R), Snapware(R), CorningWare(R), Visions(R) and Chicago Cutlery(R), on Feb. 22 disclosed that the U.S. Bankruptcy Court for the Southern District of Texas has confirmed the Company's Plan of Reorganization (the "Plan"). The Company expects to successfully emerge as a stronger, well-capitalized standalone housewares business with new owners and iconic brands that is positioned for long-term success. With the Court's confirmation, Instant Brands is proceeding with a reorganization of its housewares business and transitioning ownership to the Company's lenders. The Company will obtain exit financing from its lenders upon consummation of the Plan and anticipates emerging from Chapter 11 by the end of the month. "We are pleased to have reached this important milestone, bringing Instant Brands' housewares business another step closer to new ownership and a return to a properly-funded capital structure that will enable the Company's continued success," said Ben Gadbois, President and CEO of Instant Brands. "We have achieved the goals we set out when we initiated this process. Last November we separated and sold our appliances business, and set that business up for success under new ownership. For our housewares business, we have continued driving strong performance with market share gain in key categories and secured a bright future for our iconic housewares brands." Mr. Gadbois continued, "On behalf of the management team, I want to thank our amazing employees around the world for their incredible patience and resilience throughout this incredibly complex process, all while maintaining a steady focus on serving our loyal customers and consumers. I also want to express my sincere gratitude to our lenders, legal and financial advisors, customers, vendors and all our key business partners for their continued support over the last year. Our partners around the world will be able to continue working with our housewares business that is moving forward with a significantly improved capital structure and is positioned to drive sustained growth and profitability on a global scale." Additional Information Additional information regarding the Company's court-supervised process is available at Instant Brands' restructuring website, InstantBrandsRestructuring.com. Court filings and other information related to the proceedings are available on a separate website administered by the Company's claims agent, Epiq, at https://dm.epiq11.com/InstantBrands, by calling Epiq toll-free at (888) 290-5211 (or (503) 694-4156 for calls originating outside of the U.S.), or by sending an email to InstantBrandsInfo@epiqglobal.com. Advisors Davis Polk & Wardwell LLP, Haynes and Boone, LLP and Stikeman Elliott LLP are serving as Instant Brands' legal counsel, Guggenheim Securities, LLC is serving as investment banker and AlixPartners, LLP is serving as restructuring advisor. About Instant Brands Instant Brands designs, manufactures and markets a global portfolio of innovative and iconic consumer lifestyle brands: Instant, Pyrex, Corelle, Corningware, Snapware, Chicago Cutlery, ZOID and Visions. Instant Brands Holdings Inc. and Instant Brands Inc., and their affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90716) on June 12, 2023. In the petition signed by Adam Hollerbach, chief restructuring officer, the Debtors disclosed up to $1 billion in both assets and liabilities. Judge David R. Jones oversees the case. Davis Polk & Wardwell LLP's Brian M. Resnick, Steven Z. Szanzer and Joanna McDonald serve as counsel to the Debtors. The Debtors also tapped Haynes and Boone, LLP as Texas counsel, Stikeman Elliott LLP as Canadian counsel, AlixPartners, LLP as financial advisor, Guggenheim Securities LLC as investment banker, and Epiq Corporate Restructuring, LLC as claims, noticing, agent, solicitation and administrative advisor. DLA Piper LLP (US) serves as counsel to the Official Committee of Unsecured Creditors. Ropes & Gray LLP serves as counsel to the DIP Lenders, and Moelis & Company LLC and Ankura Consulting Group, LLC act as advisors to the Term DIP Secured Parties. Skadden, Arps, Slate, Meagher & Flom LLP and Norton Rose Fulbright and Norton Rose Fulbright Canada LLP serve as counsel and FTI Consulting as financial advisor to the ABL DIP Secured Parties. Kramer Levin Naftalis & Frankel LLP serves as counsel to Cornell Capital. INVITAE CORP: Wins Interim Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Invitae Corporation and affiliates to use cash collateral, on an interim basis, in accordance with the budget. The Debtors require the use of cash collateral to, among other things: (i) conduct a sale of all or some of the Debtors' assets and/or equity in accordance with the Transaction Support Agreement, dated as of February 13, 2024 by and among, inter alios, the Debtors and the Prepetition Secured Noteholders party thereto, (ii) continue their operations, for working capital purposes, other general corporate purposes of the Debtors, and (iii) satisfy in full the costs and expenses of administering the Cases and preserving the value of their estates during the Cases. The Debtors entered into an Indenture dated March 7, 2023, agented by U.S. Bank Trust Company, National Association. As of the petition date, the Prepetition Secured Notes Parties were indebted to the holders of the notes in the aggregate principal amount of $305.3 million. As adequate protection for the use of cash collateral, the Prepetition Agent, for the benefit of itself and the other Prepetition Parties, is granted valid, binding, continuing, enforceable, fully-perfected, nonavoidable, first-priority senior, additional and replacement security interests in and liens on the Prepetition Collateral and all of the Debtor's assets. As further adequate protection, Prepetition Agent, for the benefit of itself and the other Prepetition Parties, is granted an allowed superpriority administrative expense claims. A final hearing on the matter is set for March 15, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=2HAjc4 from PacerMonitor.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. Judge Michael B. Kaplan oversees the case. 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. IQ DENTAL: Wins Interim Cash Collateral Access ---------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized IQ Dental Supply, LLC to use cash collateral, on an interim basis, in accordance with the budget, pending a final hearing. East West Bank asserts an aggregate claim against the Debtor in the amount of $3.403 million as of the Petition Date, secured by liens on all or substantially all of the assets of the Debtor. EWB asserts secured claims and liens on the Collateral against the Debtor as of the Petition Date. Any party, to the extent that such party has or receives standing to assert such claims, including any Committee, if one is appointed, will have 60 days after entry of the final cash collateral order to contest the scope, validity, perfection and/or amount of EWB's liens. EWB reserves all of its rights to object to any party's standing to assert such challenges. The Debtor is authorized to use cash collateral to meet the Debtor's ordinary cash needs (and for such other purposes as may be approved in writing by EWB) for the payment of the Debtor's actual expenses to (a) maintain and preserve its assets; (b) continue operation of its business, including but not limited to payment for inventory, utilities, payroll, payroll taxes, and insurance expenses as reflected in the Cash Collateral Budget; and (c) to pay the Court-approved fees and expenses of the Debtor's and the Committee's respective professionals. As security for and to the extent of any aggregate post-petition diminution in value of the Prepetition Collateral (including the Cash Collateral), EWB is granted, pursuant to 11 U.S.C. Sections 361(2) and 363(c)(2), additional and replacement valid, binding, enforceable non-avoidable, and automatically perfected post-petition security interests in and liens subject to the carveout, on all property. To the extent of any Diminution in Value, EWB will have a superpriority administrative expense claim, pursuant to 11 U.S.C. Section 507(b), senior to any and all claims against the Debtor under 11 U.S.C. Section 507(a), whether in this proceeding or in any superseding proceeding. The replacement lien and security interest granted are automatically deemed perfected upon entry of the Order without the necessity of EWB taking possession, filing financing statements, mortgages, or other documents. The Debtor will make adequate protection payments to EWB in the monthly amount of $10,000 on the 28th day of the month. A final hearing on the matter is set for March 19, 2024 at 11 a.m. A copy of the court's order is available at https://urlcurt.com/u?l=0kZ78p from PacerMonitor.com. About IQ Dental Supply, LLC IQ Dental Supply, LLC is a full service dental supply company selling dental supplies, equipment, and providing service since 2009. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 23-21402) on December 8, 2023. In the petition signed by Sergey Kunin, managing member, the Debtor disclosed $10,092,591 in assets and $8,098,257 in liabilities. Judge Stacey L. Meisel oversees the case. Richard D. Trenk, Esq., at TRENK ISABEL SIDDIQI & SHAHDANIAN P.C., represents the Debtor as legal counsel. JCS HOSPITALITY: Hires JCS Hospitality as Bankruptcy Counsel ------------------------------------------------------------ JCS Hospitality LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Richard P. Cook, PLLC as its counsel. The firm will represent and assist Debtor in carrying out its duties under the provisions of Chapter 11 of the Bankruptcy Code. The firm will be paid at these rates: Richard P. Cook $375 per hour Paralegals $100 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard P. Cook, Esq., a partner at Richard P. Cook, PLLC, 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: Richard P. Cook, Esq. Richard P. Cook, PLLC 7036 Wrightsville Ave, Suite 101 Wilmington, NC 28403 Telephone: (910) 399-3458 Email: Richard@CapeFearDebtRelief.com About JCS Hospitality LLC JCS Hospitality LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-00508) on Feb. 16, 2024, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Pamela W Mcafee presides over the case. Richard Preston Cook, Esq. at Richard P. Cook, PLLC represents the Debtor as counsel. JKW ENTERPRISES: Seeks to Hire Belin McCormick as Attorney ---------------------------------------------------------- JKW Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Iowa to employ Belin McCormick as its attorney. The firm is requested by the Debtor to: a. make Appeal of the Court Order denying JKW's Motion to Reopen Cases against State Farm Insurance (JKW Enterprises v. State Farm Insurance, 1:22-cv-00143-KEM and JKW Enterprises v. State Farm Insurance, 1:22-cv-00144-KEM); and b. pursue recovery on vandalism claim against State Farm Insurance for damage done to 2055 North Towne Lane NE, Cedar Rapids, IA 52402. The current contingent fee for the law firm is as follows: Recovery Percentage Fee $0 to $200,000 50 percent $200,001 to $500,000 40 percent $500,001 to $1,000,000 30 percent Over $1,000,000 25 percent Belin McCormick is a "disinterested person" as defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Matthew D. Callanan, Esq. BELIN MCCORMICK 666 Walnut Street, suite 2000 Des Moines, IA 50309 Telephone: (515) 243-7100 Facsimile: (515) 558-0639 Email: mdcallanan@belinmccormick.com About JKW Enterprises, LLC JKW Enterprises, LLC in Cedar Rapids, IA, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Iowa Case No. 23-00797) on October 6, 2023, listing $812,500 in assets and $1,953,892 in liabilities. Charles Johnston as managing member, signed the petition. AG & BUSINESS LEGAL STRATEGIES serve as the Debtor's legal counsel. JM4 TACTICAL: Seeks to Hire Tittle Law Group as Legal Counsel ------------------------------------------------------------- JM4 Tactical LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Tittle Law Group, PLLC as its counsel. The firm will render these services: (a) provide legal advice with respect to the Debtor's powers and duties as a debtor-in-possession in the continued operation of its business and the management of its property; (b) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved, and objections to claims filed against the Debtor's estate; (c) prepare on behalf of the Debtor necessary motions, answers, orders, reports, and other legal papers in connection with the administration of its estate; (d) assist the Debtor in preparing for and filing a plan of reorganization at the earliest possible date; (e) perform any and all other legal services for the Debtor in connection with the Debtor's Chapter 11 Case; and (f) perform such legal services as the Debtor may request with respect to any matter, including, but not limited to, corporate finance and governance, contracts, antitrust, labor, and tax. Tittle Law Group will charge for time at its normal billing rates for attorneys and legal assistants and will request reimbursement for its out-of-pocket expenses. Title Law Group received a $10,000 retainer. As disclosed in court filings, Title Law Group is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brandon J. Tittle, Esq. TITTLE LAW GROUP, PLLC 5465 Legacy Dr., Ste. 650 Plano, TX 75024 Telephone: (972) 731-2590 Email: btittle@tittlelawgroup.com About JM4 Tactical LLC JM4 Tactical manufactures gun holster products. JM4 Tactical LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-10026) on Feb. 16, 2024, listing up to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Shawndalyn Myers as managing member. Brandon John Tittle, Esq. at Tittle Law Group, PLLC represents the Debtor as counsel. KC TRUCKING: Seeks to Hire Century 21 Bono Realty as Broker ----------------------------------------------------------- KC Trucking & Equipment, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Century 21 Bono Realty. The Debtors need a real estate broker to market residential lots located in Lake Charles and Moss Bluff areas in Louisiana to potential buyers, provide information about the properties, and coordinate the sale of the residential lots. The firm will receive a 5 percent commission of the sales price. Mike Bono, a real estate agent at Century 21 Bono Realty, 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: Mike Bono Century 21 Bono Realty 4410 Nelson Road Lake Charles, LA 70605 Telephone: (337) 478-1578 Facsimile: (337) 478-1579 About KC Trucking & Equipment KC Trucking & Equipment, LLC, 5-KCT Holdings, LLC and 5-KCT Realty, LLC filed voluntary Chapter 11 petitions (Bankr. W.D. La. Lead Case No. 23-20507) on November 14, 2023. Lucy Sikes serves as Subchapter V trustee. At the time of the filing, KC Trucking reported $3,481,917 in assets and $2,881,888 in liabilities; 5-KCT Holdings reported $1,706,175 in liabilities; and 5-KCT Realty reported $880,000 in assets and $1,706,175 in liabilities. Judge John W. Kolwe oversees the cases. Conner L. Dillon, Esq., at Gold, Weems, Bruser, Sues & Rundell represents the Debtors as legal counsel. LOVE PROPERTIES: Taps Weinstein & St. Germain as Bankruptcy Counsel ------------------------------------------------------------------- Love Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Weinstein & St. Germain, LLC to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Attorneys $400 Paralegals $140 In addition, the firm will seek reimbursement for expenses incurred. Tom St. Germain, Esq., an attorney at Weinstein & St. Germain, 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: Tom St. Germain, Esq. Weinstein & St. Germain, LLC 1103 W. University Ave Lafayette, LA 70506 Telephone: (337) 235-4001 About Love Properties Love Properties, LLC filed Chapter 11 petition (Bankr. W.D. La. Case No. 24-50100) on Feb. 19, 2024, with up to $500,000 in both assets and liabilities. Tanisha Wiltz, member, signed the petition. Judge John W. Kolwe oversees the case. Tom St. Germain, Esq., at Weinstein & St. Germain, LLC represents the Debtor as legal counsel. MADERA COMMUNITY: Hospital Reopening Motion Approved; Amends Plan ----------------------------------------------------------------- The Official Committee of Unsecured Creditors submitted a Third Amended Disclosure Statement for the Second Amended Chapter 11 Plan of Liquidation for Madera Community Hospital dated February 20, 2024. The Plan provides for recovery to creditors either through a Hospital-reopening transaction or through the proceeds of the liquidation of assets. It is expected that creditor recoveries will be greater through a Hospital-reopening transaction rather than a liquidation of assets. On February 12, 2024, the County of Madera (the "County") filed an objection to the Hospital Reopening Motion (the "County Objection"). In connection with the County Objection, the County, together with The Regents of the University of California, acting on behalf of the University of California San Francisco and Adventist Health System West, a California nonprofit religious corporation, also submitted a Notice of Proposed Alternative Transaction (the "Alternative Proposed Transaction"). In the County Objection, the County argued that the Hospital Reopening Motion should be denied so that the Debtor could pursue the Alternative Proposed Transaction instead. The County Objection was overruled and the Hospital Reopening Motion was approved at a hearing held on February 13, 2024. The Plan provides for: (a) the formation of the Liquidation Trust; (b) the disposition of substantially all the Assets of the Debtor and its Estate and the distribution of the net proceeds thereof to Holders of Allowed Claims, consistent with the priority provisions of the Bankruptcy Code; (c) the winding down of the Debtor and its affairs by the Liquidation Trustee; and (d) the creation of a mechanism for the Liquidation Trustee to pursue, litigate, waive, settle, and compromise Causes of Action (including, but not limited to, D&O Claims and Tort Claims) to maximize Creditor recoveries. The Plan also provides that, subject to the occurrence of the Operation Assumption Date, AAM shall contribute up to $30 million in Cash to fund the Liquidation Trust for the benefit of Holders of Allowed General Unsecured Claims in exchange for the sale to Buyer of: (i) the Real Property Asset (memorialized in an asset purchase agreement that is substantially similar to the form attached as Exhibit B to the MTA), and (ii) at the election of AAM, the transition of the Hospital Assets to Buyer (memorialized in an asset purchase agreement that is substantially similar to the form attached as Exhibit C to the MTA). To the extent these transactions are terminated, the Plan enables the Committee to pursue and consummate a Liquidation Transaction if, at any time before the Effective Date, it determines in its sole discretion that consummation of such Liquidation Transaction is in the best interests of the Estate and Creditors. In addition, in the event that AAM terminates the MTA, AAM shall submit to the Debtor (or, if the Plan has been confirmed, the Liquidation Trustee) a binding $3 million stalking horse bid for the Real Property Asset if requested to do so by the Committee (or, if a Plan has been confirmed, the Liquidation Trustee). Under the Plan, a Holder of an Allowed General Unsecured Claim in Class 4 will receive its Pro Rata share of the Liquidation Trust Interests, which, in general, will entitle the Holder thereof to its Pro Rata interest in the aggregate amount of the Net Distributable Assets. The Net Distributable Assets are net of amounts necessary to fund the payment of, as applicable and except as otherwise agreed by the Holders of such Claims, Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, Allowed Other Secured Claims, Allowed SAMC Secured Obligations and Trust Expenses, and/or any reserves established for the foregoing. Like in the prior iteration of the Plan, each Holder of an Allowed General Unsecured Claim shall receive, in full satisfaction, settlement, discharge, and release of, and in exchange for, such Allowed General Unsecured Claim (unless the applicable Holder agrees to a less favorable treatment), its Pro Rata share of the Liquidation Trust Interests, which shall entitle such Holder to its Pro Rata Share of the Liquidation Trust Assets. The Liquidation Trust Assets shall initially consist of, inter alia: (i) any Cash on Hand (including the $15 million Initial Contribution); (ii) the Estate Personal Assets; (iii) any Excess Professional Fee Trust Amount; (iv) the D&O Liability Insurance Policies; (v) the Retained Causes of Action (including, but not limited to, Tort Claims and D&O Claims); and (vi) the proceeds of the foregoing. Plan Distributions on account of such Liquidation Trust Assets shall be made on or as soon as reasonably practicable after the later of: (i) the Initial Distribution Date if such General Unsecured Claim is Allowed on the Effective Date, or (ii) the date on which such General Unsecured Claim becomes an Allowed General Unsecured Claim. The Plan provides for: (a) the formation of the Liquidation Trust; (b) the disposition of substantially all the Assets of the Debtor and its Estate and the distribution of the net proceeds thereof to Holders of Allowed Claims, consistent with the priority provisions of the Bankruptcy Code; (c) the winding down of the Debtor and its affairs by the Liquidation Trustee; and (d) the creation of a mechanism for the Liquidation Trustee to pursue, litigate, waive, settle, and compromise Causes of Action (including, but not limited to, D&O Claims and Tort Claims) to maximize Creditor recoveries. A full-text copy of the Third Amended Disclosure Statement dated February 20, 2024 is available at https://urlcurt.com/u?l=3xKxxT from PacerMonitor.com at no charge. Co-Counsel to the Official Committee of Unsecured Creditors: Paul S. Jasper, Esq. PERKINS COIE LLP 505 Howard Street, Suite 1000 San Francisco, CA 94105 Tel: (415) 344-7000 Fax: (415) 344-7050 E-mail: PJasper@perkinscoie.com - and - Andrew H. Sherman, Esq. Boris I. Mankovetskiy, Esq. SILLS CUMMIS & GROSS P.C. One Riverfront Plaza Newark, N J 07102 Tel: (973) 643-7000 Fax: (973) 643-6500 Email: ASherman@sillscummis.com BMankovetskiy@sillscummis.com About Madera Community Hospital Madera Community Hospital operates a general medical and surgical hospital in Madera, Calif. Madera Community Hospital sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-10457) on March 10, 2023. In the petition signed by its chief executive officer, Karen Paolinelli, the Debtor disclosed $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Rene Lastreto II oversees the case. The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley, as bankruptcy counsel; McCormick Barstow LLP and Ward Legal, Inc. as special counsels; and JWT & Associates, LLP as accountant. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Perkins Coie, LLP and Sills Cummis & Gross PC as legal counsels and FTI Consulting, Inc., as financial advisor. MARIN SOFTWARE: Grant Thornton Raises Going Concern Doubt --------------------------------------------------------- Marin Software Incorporated disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that the Company's Auditor, Grant Thornton LLP, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated February 23, 2024, Grant Thornton said, "The Company incurred a net loss of $22 million during the year ended December 31, 2023, and as of that date, the Company had an accumulated deficit of approximately $344 million and negative operating cash flows. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern." The Company has incurred significant losses in each fiscal year since its incorporation in 2006. It experienced a net loss of $21.9 million during the year ended December 31, 2023, and a net loss of $18.2 million during the year ended December 31, 2022. As of December 31, 2023, the Company had an accumulated deficit of $344.3 million and cash and cash equivalents of $11.4 million. The losses and accumulated deficit were due largely to declining revenues and the investments the Company has made to attempt to grow its business and acquire customers. Management expects to incur additional losses and experience negative operating cash flows into the foreseeable future. The Company's revenues have decreased over the last several years, decreasing from $30.0 million in 2020, $24.4 million in 2021, $20.0 million in 2022 and to $17.7 million in 2023. Historically, the Company has relied primarily on the sale of its capital stock to fund operating activities. The Company's ability to continue as a going concern is substantially dependent upon its ability to manage its cash flows, including the effectiveness of cost saving measures that it implemented in the second half of 2023, as well as its ability to maintain its strategic partnerships, improve customer retention rates and increase new bookings. If it is unable to manage its cash flows, maintain its strategic partnerships, improve customer retention rates, increase new bookings or raise sufficient additional capital, it is probable that the Company may be required to initiate further cost savings activities, extend payment terms with suppliers, liquidate assets where possible, or wind-up operations. These actions could materially impact the Company's business, results of operations and future prospects. "We expect to continue to incur losses and experience negative cash flows, and we may need to further reduce our expenses, change our business plans, sell additional securities, sell assets or borrow additional funds to sustain our business operations," the Company said. As of December 31, 2023, the Company had $19.32 million in total assets, $5.68 million in total liabilities, and $13.64 million in total stockholders' equity. A full-text copy of the Company's Form 10-K is available at: https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1389002/000095017024019131/mrin-20231231.htm#consolidated_balance_sheets About Marin Software Inc. San Francisco, CA-based Marin Software, Inc. provides enterprise marketing software for advertisers and agencies to integrate, align and amplify their digital advertising spend across the web and mobile devices. Offered as a unified software-as-a-service ("SaaS") advertising management solution for search, social and eCommerce advertising, the Company's platform helps digital marketers convert precise audiences, improve financial performance and make better decisions. METROPOLITAN OPERA: Moody's Cuts 2012 Taxable Bonds Rating to Ba3 ----------------------------------------------------------------- Moody's Investors Service has downgraded the rating on the Metropolitan Opera Association's (NY) (Met) Taxable Bonds, Series 2012 to Ba3 from Ba2. At year end fiscal 2023 the Metropolitan Opera had around $170 million of debt outstanding. The outlook was revised to negative from stable. The downgrade to Ba3 is driven by the Met's continued material operating deficits (Moody's adjusted), resulting in a second consecutive year of extraordinary endowment draws in fiscal 2024. An approved use of $40 million of endowment funds in fiscal 2024, in addition to $30 million in fiscal 2023, highlight the Met's significant structural imbalance. The ongoing very low level of liquidity, heavy reliance on a line of credit for operations, and elevated exposure to bank agreements that are scheduled to mature in fiscal 2026 provide for escalating credit risk. Limitations in financial strategy, including significant use of endowment funds, and, a developing track record of operating deficits, are governance considerations under Moody's ESG framework and a driver of the rating action. The revision of the outlook to negative from stable reflects uncertainty regarding ability to achieve balanced operations by fiscal 2026, when the bank line of credit and term loan come due. Around this same timeframe, collective bargaining agreements will be up for renewal, adding risk to the Met's ability to right size expenses to more closely align with revenue. The increased reliance on endowment draws for operations erodes wealth levels that ultimately will lessen income from the endowment in future years. RATINGS RATIONALE The Ba3 rating positively incorporates the Met's very good global brand and considerable scope for a cultural nonprofit with $304 million in operating revenue in fiscal 2023. Ongoing marketing efforts to expand its audiences including new productions that are attracting wider audience appeal will continue to support attendance. Favorably, it also acknowledges exceptionally strong donor support for operations with $184 million in total gift revenue in fiscal 2023. Total cash and investments, while estimated to decline to an estimated $285 million in fiscal 2024, down from $322 million in fiscal 2023, remain sizeable, although nearly 80% of funds are permanently restricted. Recovery in attendance following the material operational and financial disruptions due to the coronavirus pandemic and gradual and shifting consumer preferences add some uncertainty to the pace of attendance that underpins revenue growth strategies. While management continues to implement programming changes to achieve savings, programs remain relatively high cost, and exposure to human capital risks remain elevated. Other challenges include material pension exposure and limited ability to fund ongoing capital needs. RATING OUTLOOK The negative outlook incorporates uncertainty around the Met's ability to adjust expenses to eliminate reliance on the line of credit and restore balanced operations by fiscal 2025. The outlook also reflects uncertainty on the amount and timing of gifts required to support improved operating performance, restore the endowment following extraordinary draws, as well as retire debt maturities over the next several years. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Material gains in unrestricted liquidity with significantly reduced reliance on operating line -- Sustained growth of total wealth including spendable cash and investments through substantial rise in fundraising -- Consistent strengthened operating performance with improved debt service coverage from core operations FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Inability to sustainably improve operating performance to cover debt service by at least 1x by fiscal 2025 -- Additional draws on the endowment over the next several years -- Additional material erosion of financial reserves including unrestricted liquidity -- Inability to maintain donor support at current levels -- Narrowing of headroom above financial covenants or potential disruption to access to operating line for working capital LEGAL SECURITY The Taxable Bonds, Series 2012 are unsecured general obligations of the Metropolitan Opera Association. There are no additional bonds tests or financial covenants incorporated in the bonds, however the line of credit and term loan are secured by artwork and pledged receivables. PROFILE The Metropolitan Opera is one of the largest cultural organizations in the US with fiscal 2023 operating revenue of $304 million. The Met was founded in 1883 and moved to its current home in 1966 as it became part of Lincoln Center. Its opera house, with 3,786 seats, is owned by Lincoln Center for the Performing Arts (LCPA). A long term Constituency Agreement defines the Met's relationship with LCPA, including its use of the hall. If the Met exercises its remaining optional renewal period, which is likely, the agreement will run through 2066. METHODOLOGY The principal methodology used in this rating was Nonprofit Organizations (Other Than Healthcare and Higher Education) published in May 2019. MOUNTAINEER MERGER: $200MM Bank Debt Trades at 19% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Mountaineer Merger Corp is a borrower were trading in the secondary market around 80.6 cents-on-the-dollar during the week ended Friday, Feb. 23, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 75.4 cents-on-the-dollar the previous week ended Feb. 16. The $200 million facility is a Term loan that is scheduled to mature on October 26, 2028. About $180 million of the loan is withdrawn and outstanding. Mountaineer Merger Corporation, dba Gabe's, owns and operates departmental stores. MT. CHARLESTON: Case Summary & Eight Unsecured Creditors -------------------------------------------------------- Debtor: Mt. Charleston Village LLC 601 E. Charleston Blvd Las Vegas, NV 89104 Business Description: The Debtor is primarily engaged in servicing land and subdividing real property into lots, for subsequent sale to builders. Chapter 11 Petition Date: February 21, 2024 Court: United States Bankruptcy Court District of Nevada Case No.: 24-10774 Debtor's Counsel: Matthew Knepper, Esq. NEVADA BANKRUPTCY ATTORNEYS, LLC 5502 S Fort Apache Rd Ste 200 Las Vegas NV 89148-7683 Tel: (702) 805-1659 Email: dkrieger@nvbankruptcyattorneys.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Richard Priest as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JCEXK7Y/MT_CHARLESTON_VILLAGE_LLC__nvbke-24-10774__0001.0.pdf?mcid=tGE4TAMA NEXT GENERATION: Files for Bankruptcy in Canada ----------------------------------------------- Metalite Resources Inc. (CSE:METL)(OTC PINK:JNCCF)(Frankfurt:5VHA) on Feb. 20, 2027, disclosed that the Company's subsidiary, Next Generation Resources Inc. ("Next Generation") has filed an assignment under Section 49 of the Bankruptcy and Insolvency Act (Canada), effective February 12, 2024. In connection with the above, S. Funtig and Associates Inc. has been appointed as the bankruptcy trustee. A meeting of creditors will be held by teleconference on February 27, 2024 at 11:00 a.m. EST. The Company will provide further information in regard to Next Generation's bankruptcy filing in due course. About Metalite Resources Inc. Metalite Resources Inc. is a Canadian junior mineral exploration issuer with a precious metals-focused project in NSW, Australia. NOBLE'S SONG: Seeks to Tap Burns Law Firm as Bankruptcy Counsel --------------------------------------------------------------- Noble's Song LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ The Burns Law Firm, LLC as its counsel. The firm's services include: (a) providing the Debtor with legal advice concerning its powers and duties and assisting from a bankruptcy necessity any ancillary litigation ongoing with the Debtor; (b) preparing legal papers; (c) filing and prosecuting adversary proceedings against parties adverse to the Debtor or its estate; (d) preparing a disclosure statement or plan of reorganization; (e) performing Chapter 11 services for the Debtor and the estate; and (f) providing other necessary legal services. The firm will be paid at these rates: Partners $595 per hour Associates $455 per hour Paralegals $295 per hour The firm received an initial retainer of $17,043. In addition, the firm will receive reimbursement for its out-of-pocket expenses. John Burns, Esq., a partner at The Burns Law Firm, 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: John D. Burns, Esq. THE BURNS LAW FIRM, LLC 6303 Ivy Lane, Suite 102 Greenbelt, MD 20770 Tel: (301) 441-8780 Email: info@burnsbankruptcyfirm.com About Noble's Song Noble's Song LLC is primarily engaged in acting as lessors of buildings used as residences or dwellings, primarily engaged in renting and leasing real estate properties. Noble's Song LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-10692) on Jan. 26, 2024. In the petition filed by Deborah A. Steffen, as managing member, the Debtor reported assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. The Debtor is represented by John D. Burns, Esq. at The Burns Law Firm, LLC. NOGIN INC: Sports Products Appointed as New Committee Member ------------------------------------------------------------ The U.S. Trustee for Region 3 appointed Sports Products of America, LLC as new member of the official committee of unsecured creditors in the Chapter 11 cases of Nogin, Inc. and its affiliates. Meanwhile, Cordial Experience, Inc. resigned as committee member. As of Feb. 22, the members of the committee are: 1. Justice Brand Holdings, LLC c/o BlueStar Alliance LLC Attn: Joseph S. Sutton, Esq. 240 Madison Ave., 15th Floor New York, NY 10016 Phone: 212-290-1370 Email: jsutton@bluestarall.com 2. Sports Products of America, LLC Attn: Joseph Sasson, Esq. 463 7th Ave., 4th Floor New York, NY Phone: 732-232-226 Email: jsasson@adjmi.com About Nogin Inc. Nogin, Inc., provides enterprise-class ecommerce technology and services for consumer products through its Intelligent Commerce technology, a cloud-based ecommerce environment purpose-built for brands selling direct-to-consumer (D2C) and business-to-business (B2B). Nogin and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11945) on Dec. 5, 2023. In the petition signed by its chief restructuring officer Vladimir Kasparov, Nogin reported $47,263,000 in assets and $142,815,000 in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Daniel J. DeFransceschi, Esq., at Richards, Layton & Finger, P.A. as legal counsel; Livingstone Partners, LLC as investment banker; and Triple P RTS, LLC as restructuring advisor. Vladimir A. Kasparov and Robin Chiu of Triple P RTS serve as the Debtors' chief restructuring officer and deputy chief restructuring officer, respectively. Donlin, Recano & Company, Inc. is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Lowenstein Sandler, LLP and Morris James, LLP as legal counsels, and Dundon Advisers, LLC as financial advisor. NOVAVAX INC: Reaches $400M Settlement With Gavi Over Vaccine APA ---------------------------------------------------------------- Novavax, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 16, 2024, the Company and Gavi Alliance entered into a Termination and Settlement Agreement terminating the Advance Purchase Agreement dated May 5, 2021 between the Company and Gavi, which related to the supply of the Company's vaccine against SARS-COV-2 for the prevention of COVID-19, settling the arbitration proceedings initiated by Gavi against the Company relating to the APA and releasing both parties of all claims arising from, under or otherwise in connection with the APA. Pursuant to the Settlement Agreement, the Company is responsible for payment to Gavi of (i) an initial settlement payment of $75 million, which the Company paid on Feb. 20, 2024, and (ii) deferred payments, in equal annual amounts of $80 million payable each calendar year through a deferred payment term ending Dec. 31, 2028. The deferred payments are due in variable quarterly installments beginning in the first quarter of 2024 and total $400 million during the deferred payment term. Such deferred payments may be reduced through Gavi's use of an annual vaccine credit equivalent to the unpaid balance of such deferred payments each year, which may be applied to qualifying sales of any of the Company's vaccines for supply to certain low-income and lower-middle income countries. The Company has the right to price the vaccines offered to such low-income and lower-middle income countries in its discretion, and, when utilized by Gavi, the Company will credit the actual price per vaccine paid against the applicable credit. The Company intends to price vaccines offered via the tender process, consistent with its shared goal with Gavi to provide equitable access to those countries. Also, pursuant to the Settlement Agreement, the Company granted Gavi an additional credit of up to $225 million that may be applied against qualifying sales of any of the Company's vaccines for supply to such low-income and lower-middle income countries that exceed the $80 million deferred payment amount in any calendar year during the deferred payment term. In addition, the Company and Gavi entered into a security agreement pursuant to which Novavax granted Gavi a security interest in accounts receivable from Serum Institute of India Pvt. Ltd. under the License and Supply Agreement dated as of March 10, 2020, by and between Serum and the Company (originally entered by Novavax AB, a wholly-owned subsidiary of the Company), related to the licensure and supply of the Company's Matrix-M adjuvant for Serum's production of a malaria vaccine including the R21 antigen, which will continue for the deferred payment term of the Settlement Agreement. About Novavax Headquartered in Gaithersburg, Maryland, Novavax, Inc. (www.novavax.com.), together with its wholly owned subsidiaries, is a biotechnology company that promotes improved health globally through the discovery, development, and commercialization of innovative vaccines to prevent serious infectious diseases. The Company's proprietary recombinant technology platform harnesses the power and speed of genetic engineering to efficiently produce highly immunogenic nanoparticle vaccines designed to address urgent global health needs. Tysons, Virginia-based Ernst & Young LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Feb. 28, 2023, citing that the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Novavax said in its Quarterly Report for the period ended Sept. 30, 2023, that "Given our current cash position and cash flow forecast, and significant uncertainties related to 2023 revenue, and our pending arbitration with Gavi, substantial doubt exists regarding our ability to continue as a going concern through one year from the date that the financial statements included in this Quarterly Report were issued." OCEAN POWER: Extends PPF Industrial Lease Until April 2026 ---------------------------------------------------------- Ocean Power Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 22, 2024, and effective Feb. 8, 2024, the Company entered into an amendment to its Industrial Lease Agreement with PPF Industrial 28 Engelhard, LLC dated March 31, 2017. The Lease covers the Company's headquarters in Monroe Township, New Jersey. Under the Amendment, the term of the Lease was extended for an additional 18 months through April 30, 2026. Commencing Nov. 1, 2024, the annual rent will be increased to $895,328, and then increased again on Nov. 1, 2025, to $931,141. About Ocean Power Technologies Headquartered in Monroe Township, New Jersey, Ocean Power Technologies, Inc. -- @www.oceanpowertechnologies.com -- provides ocean data collection and reporting, marine power, offshore communications, and Maritime Domain Awareness ("MDA") products and consulting services. The Company offers its products and services to a wide-range of customers, including those in government and offshore energy, oil and gas, construction, wind power and other industries. The Company is involved in the entire life cycle of product development, from product design through manufacturing, testing, deployment, maintenance and upgrades, working closely with partners across its supply chain. Ocean Power reported a net loss of $26.33 million for the fiscal year ended April 30, 2023, a net loss of $18.87 million for fiscal year ended April 30, 2022, a net loss of $14.76 million for the 12 months ended April 30, 2021, a net loss of $10.35 million for the 12 months ended April 30, 2020, and a net loss of $12.25 million for the 12 months ended April 30, 2019. ORIGINAL MONTANA: Gets OK to Tap Artemis Law as Special Counsel --------------------------------------------------------------- The Original Montana Club Cooperative Association received approval from the U.S. Bankruptcy Court for the District of Montana to employ Artemis Law, PLLC as its special legal counsel. The firm will advice and represent the Debtor with regard to the liquor license owned by the Debtor. The firm will be paid at these rates: Jessica Demarois, Esq. $325 per hour Lisa Patzer, Paralegal $150 per hour Artemis Law is a "disinterested person" as defined in 11 U.S.C. 101(14), according to court filings. The firm can be reached through: Jessica Demarois, Esq. ARTEMIS LAW, PLLC PO Box 1088 Missoula, MT 59806-1088 Telephone: (406) 209-8980 Facsimile: (406) 541-9707 Email: jess(a)jdmtlaw.com About The Original Montana Club Cooperative Association The Original Montana Club Cooperative Association is a co-operative association opened to the public in June 2018 for a la carte dining, private dining, weddings, celebrations and business meetings. Original Montana Club Cooperative Association sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mon. Case No. 23-20145) on November 1, 2023. In the petition filed by Charles Robison, as president, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. Honorable Bankruptcy Judge Benjamin P. Hursh handles the case. The Debtor is represented by PATTEN PETERMAN BEKKEDAHL & GREEN. PACK LIQUIDATING: Seeks to Hire Baker Tilly US as Accountant ------------------------------------------------------------ Pack Liquidating, LLC filed a second supplemental application seeking approval from the U.S. Bankruptcy Court for the District of Delaware to hire Baker Tilly US, LLP to provide additional accounting services. Baker Tilly is being engaged to prepare and sign the Debtors' 2023 and future tax returns. The firm will be paid at these hourly rates: Managing Directors, Principals, and Partners $765 to $850 Senior Managers and Directors $425 to $850 Managers $360 to $500 Senior Associates $220 to $315 Associates $165 to $225 Paraprofessionals $145 to $250 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jere G. Shawver, CPA, a managing partner at Baker Tilly US, 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: Jere G. Shawver, CPA BAKER TILLY US, LLP 1000 Second Ave, Suite 3400 Seattle, WA 98104-1022 Phone: (206) 621-1900 About Pack Liquidating Pack Liquidating, LLC, filed a Chapter 11 petition (Bankr. D. Del. Case No. 22-10797) on August 28, 2022, with $100 million to $500 million in assets and liabilities. Judge Craig R. Goldblatt oversees the case. Christopher M. Samis of Potter Anderson & Corroon LLP is the Debtor's counsel. PAVILION PROPERTIES: Seeks to Tap Sands Investment Group as Realtor ------------------------------------------------------------------- Pavilion Properties, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Sands Investment Group, LLC. The Debtor needs a commercial realtor to assist in the marketing and sale of its real estate located at 70 Old Bloomfield Ave., Parsippany, N.J. Thomas Gorman, a real estate broker at Sands Investment Group, will be paid a commission in the amount of 3 percent of the gross sales price of the property. In the event the buyer is procured by the firm's other real estate professionals, Max Freedman, Julia Hummel, or Seth Krepistman, Mr. Gorman will get 1.50 percent of the gross sales price. Mr. Gorman 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: Thomas Gorman Sands Investment Group, LLC 901 East 8th Ave, Suite 204 King of Prussia, PA 19406 Telephone: (610) 550-8884 Email: tom@signnn.com About Pavilion Properties Pavilion Properties, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of real property located at 70 Old Bloomfield Ave., Parsippany, N.J., which is valued at $4.9 million. Pavilion Properties filed voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 24-11407) on Feb. 14, 2024, with up to $10 million in both assets and liabilities. Patricia Puschak, managing member, signed the petition. Robert L. Schmidt, Esq., at Ast & Schmidt, PC represents the Debtor as legal counsel. PIONEER HEALTH: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Pioneer Health Systems LLC 3300 Dallas Parkway, Suite 200 Plano, TX 75093 Business Description: Pioneer Health is the parent company for the brands: Surgical Hospital of Oklahoma, L.L.C. (SHO), Direct Orthopedic Care (DOC), and Integrated Care Technologies (ICT). Combined, this model allows Pioneer to offer a complete vertical orthopedic healthcare system. Chapter 11 Petition Date: February 21, 2024 Court: United States Bankruptcy Court District of Delaware Case No.: 24-10279 Judge: Hon. J. Kate Stickles Debtor's Counsel: Alessandra Glorioso, Esq. DORSEY & WHITNEY (DELAWARE) LLP 300 Delaware Avenue Suite 1010 Wilmington, DE 19801 Tel: (302) 425-7171 Email: glorioso.alessandra@dorsey.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Colin Chenault as chief financial officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/F2KV5CQ/Pioneer_Health_Systems_LLC__debke-24-10279__0001.0.pdf?mcid=tGE4TAMA PLOURDE SAND: Wins Cash Collateral Access Thru April 30 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Hampshire authorized Plourde Sand & Gravel Co., Inc. to use cash collateral on an interim basis, in accordance with the budget, through April 30, 2024. GreenLake Real Estate Fund, LLC, the Internal Revenue Service, and other potential cash collateral lienholders will be allowed a post-petition replacement lien in any property of the estate held by such lienholder as collateral on the Petition Date, to the extent that such a lien or security interest is not otherwise extended under 11 U.S.C. Section 552(b)(2), in all postpetition property of the estate, pursuant to valid, enforceable, and perfected encumbrances, which will have and enjoy the same degree of perfection, preference, and priority as their pre-petition potential cash collateral liens enjoyed under applicable state law on the Petition Date subject to further terms of the Order. The Replacement Liens will maintain the same priority, validity and enforceability as such pre-petition liens on the cash collateral, but will be recognized only to the extent of any diminution in the value of the property securing each record lienholder's claim on the Petition Date. The Debtor will continue to pay GreenLake its weekly adequate protection payment of $5,000 and the IRS its weekly adequate protection payment of $1,000, as it has been doing, each week commencing January 17, 2024. These payments will continue until April 1, 2024 when the weekly adequate protection payments to GreenLake will increase to $6,625 each week. These payments will continue pending further order of the Court. The Debtor's budget may include weekly payments to Daniel Plourde in the amount of $500. Absent the Court's entry of a further order extending the authorization, authority to use cash collateral will terminate upon the earliest of: (i) the last day of the Use Period; (ii) appointment of a Trustee pursuant to Bankruptcy Code Section 1104; (iii) conversion of the Debtor's case to one under Chapter 7 of the Bankruptcy Code; (iv) dismissal of the Debtor's case; or (v) entry of an order granting a Motion for Relief from Automatic Stay with respect to any property that is GreenLake's collateral. A further hearing on the matter is set for May 1 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=VS2fuN from PacerMonitor.com. About Plourde Sand & Gravel Co., Inc. Plourde Sand & Gravel Co., Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.H. Case No. 24-10015) on January 9, 2024. In the petition signed by Daniel O. Plourde, sole shareholder and vice president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. Eleanor Wm. Dahar, Esq., at VICTOR W. DAHAR PROFESSIONAL ASSOCIATION, represents the Debtor as legal counsel. PROVIZOR FEDERAL: Case Summary & 19 Unsecured Creditors ------------------------------------------------------- Debtor: Provizor Federal, Inc. DBA OMV Medical 6700 Alexander Bell Drive, Suite 200 Columbia, MD 21046 Business Description: Provizor Federal provides medical staffing and management services. Chapter 11 Petition Date: February 26, 2024 Court: United States Bankruptcy Court District of Maryland Case No.: 24-11528 Judge: Hon. David E. Rice Debtor's Bankruptcy Counsel: Kevin G. Hroblak, Esq. Aaron L. Casagrande, Esq. Michael P. Collins, Jr., Esq. ICE MILLER LLP 100 Light Street, Suite 1350 Baltimore, Maryland 21202 Phone: 410-951-5874 Email: Kevin.Hroblak@IceMiller.com Aaron.Casagrande@IceMiller.com Michael.Collins@IceMiller.com - and - Jeffrey A. Hokanson, Esq. ICE MILLER LLP One American Square, Suite 2900 Indianapolis, IN 46282 Phone: 317-236-2236 Email: Jeff.Hokanson@IceMiller.com Debtor's Special Legal Counsel: SHEPPARD, MULLIN, RICHTER & HAMPTON LLP Debtor's Financial Advisor: SC&H GROUP Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Marilon Green-Hickson as president/CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/D5EUHKY/Provizor_Federal_Inc__mdbke-24-11528__0001.0.pdf?mcid=tGE4TAMA PRUDENT AMERICAN: Hearing on Sale of Assets Set for March 12 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Texas is set to hold a hearing on March 12 to consider the sale of substantially all assets of Prudent American Technologies, Inc. The company is selling its assets to secured creditor Prudent Holdings USA, LLC or to another buyer with a better offer. Prudent Holdings' made an offer for the assets, which consists of a credit bid of $7 Million and cash in the amount of $250,000. The proposed buyer also agreed to assume certain liabilities of the company. The sale is subject to higher and better offers to allow Prudent American to "maximize value for the estate," according to its attorney, Howard Marc Spector, Esq., at Spector & Cox, PLLC. Any party interested in purchasing the assets must present an offer in an amount no less than $7.5 million and proof that it has cash available to close the deal. An auction will be conducted if Prudent American receives competing bids. In case Prudent Holdings is not selected as the winning bidder, it will receive a break-up fee, which is 3% of the total price it offered for the assets. About Prudent American Technologies Prudent American Technologies, Inc. filed voluntary Chapter 11 petition (Bankr. E.D. Texas Case No. 23-41959) on Oct. 17, 2023, with up to $50,000 in assets and $10 million to $50 million in liabilities. Jay Rigby, interim president and chief executive officer, signed the petition. Judge Brenda T. Rhoades oversees the case. Howard Marc Spector, Esq. at Spector & Cox, PLLC represents the Debtor as legal counsel. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. R & D TIMBER: Seeks to Hire Campbell Law as Bankruptcy Counsel -------------------------------------------------------------- R & D Timber Co., Inc. seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to hire Campbell Law Firm, P.A., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Campbell Law Firm charges these hourly fees: Kevin Campbell $450 Michael Conrady $400 Suzanne Campbell Chisholm $300 Support Staff $100 The firm received $26,717, which includes a retainer fee of $26,908. Kevin Campbell, president of the Campbell Law Firm, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Kevin Campbell, Esq. CAMPBELL LAW FIRM, P.A. P.O. Box 684 890 Johnnie Dodds Blvd. Mt. Pleasant, SC 29465 Tel: (843) 884-6874 Fax: (843) 884-0997 Email: kcampbell@campbell-law-firm.com About R & D Timber Co., Inc. R & D Timber Co., Inc. offers land clearing, excavation, and forestry mulching services. R & D Timber Co., Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 24-00577) on Feb. 16, 2024, listing $1 million to $10 million in both assets and liabilities. Judge Elisabetta Gm Gasparini presides over the case. Kevin Campbell, Esq. at CAMPBELL LAW FIRM, PA represents the Debtor as counsel. RACHEL ONE: Seeks Approval to Hire Hirsch & Hirsch as Accountant ---------------------------------------------------------------- Rachel One Holding, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Hirsch & Hirsch Certified Public Accountants, PLLC. The Debtor requires an accountant to: (a) prepare federal, state and local tax returns, and supporting schedules; (b) perform general tax consulting services; (c) provide routine tax advice concerning federal, state, and local tax matters related to the computation of the Debtor's taxable income for the current year or future years; (d) prepare monthly operating reports, variance reports, financial statements, and other relevant financial documents; and (e) furnish such other services that the Debtor may request from time to time. The hourly rates of the firm's professionals are as follows: Partners/Principals $350 Paraprofessionals $200 In addition, the firm will seek reimbursement for expenses incurred. Warren Hirsch, principal at Hirsch & Hirsch Certified Public Accountant, 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: Warren Hirsch, CPA Hirsch & Hirsch Certified Public Accountant, PLLC 273 Merrick Road Lynbrook, NY 11563 Telephone: (516) 791-5280 Facsimile: (516) 791-5283 Email: info@hirschhirschcpa.com About Rachel One Holding Rachel One Holding, Inc. filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-42184) on June 22, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Salvatore LaMonica, Esq., at LaMonica Herbst & Maniscalco, LLP, serves as Subchapter V trustee. Judge Elizabeth S. Stong oversees the case. The Debtor tapped Karamvir Dahiya, Esq., at Dahiya Law Offices, LLC as bankruptcy counsel and Warren Hirsch, CPA, at Hirsch & Hirsch Certified Public Accountant, PLLC as accountant. REEVA DINING: Seeks to Hire Honey Law Firm P.A. as Attorney ----------------------------------------------------------- Reeva Dining Club, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to hire Honey Law Firm, P.A. as its attorneys. The firm will render these legal services: (a) advise and consult with the Debtor concerning questions arising in the conduct of the administration of the estate and concerning its rights and remedies with regard to the estate's assets and claims of secured, priority and unsecured creditors and other parties in interest; (b) appear for; prosecute, defend, and represent the Debtor's interest in adversary proceedings and/or contested matters arising in or related to this case; (c) investigate and prosecute preference and other actions arising under the Debtor's avoiding powers; (d) assist in the preparation of such pleadings, motions, notices, and orders as are required for the orderly administration of this estate and to consult with and advise the Debtor in connection with the operation of or termination of the operation of its business; (e) assist in the preparation of a plan of reorganization and to present said plan of reorganization to this court for approval and confirmation; and (f) undertake all other necessary and appropriate legal representation of the Debtor in this proceeding. The firm will be paid at these rates: Marc Honey $350 per hour Jennifer Wyse $225 per hour Alexandra Honey $175 per hour Paralegal $125 per hour Prior to the petition date, the Debtor paid the sum of $22,000. Marc Honey, Esq., an attorney at Honey 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: Marc Honey, Esq. HONEY LAW FIRM, PA P.O. Box 1254 Hot Springs, AR 71902 Telephone: (501) 321-1007 Facsimile: (501) 321-1255 Email: mhoney@honeylawfirm.com About Reeva Dining Club Reeva Dining Club, Inc. operates in the traveler accommodation industry and is based in Batesville, Ark. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 24-10386) on Feb. 9, 2024, with up to $50,000 in assets and $1 million to $10 million in liabilities. Chintan Patel, president, signed the petition. Judge Phyllis M. Jones oversees the case. Marc Honey, Esq., at Honey Law Firm, P.A. represents the Debtor as bankruptcy counsel. RISKON INTERNATIONAL: Inks Amendment and Exchange Agreement ----------------------------------------------------------- RiskOn International, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 21, 2024, it entered into an amendment and exchange agreement with holders of outstanding securities of the Company. The Holders, pursuant to a securities purchase agreement, dated as of April 27, 2023 entered into with the Company, purchased certain senior secured convertible notes and warrants to purchase shares of the Company's common stock, par value $0.001 per share. Pursuant to the Agreement, (i) the Company agreed to sell 1,000 shares of Common Stock at a price of $0.15 per share to one of the Holders, (ii) the Holders agreed to exchange Warrants to purchase 100 shares of Common Stock for an aggregate of 6,602,712 newly issued shares of Common Stock or rights to purchase shares of Common Stock, (iii) the Holders agreed to grant the Company a waiver under the Existing Transaction Documents to consummate a subsequent placement, pursuant to which the Company may issue and sell up to $20 million of shares of newly designated Series E Convertible Preferred Stock, (iv) the Holders granted the Company a limited waiver in connection with the Proposed Common Offering of the provision in the Warrants that would increase the number of shares of Common Stock issuable upon exercise of the Warrants in the event that the Warrant exercise price was reduced as a result of the issuance of Common Stock at a price per share less than the current Exercise Price so that the Proposed Common Offering only increased the number of Warrants to the number held by the Holders prior to the Exchange and (v) the Holders agreed to permanently waive the Warrant Adjustment going forward. The consummation of the Transactions is subject to the Company obtaining consent, or no-objection, from the Nasdaq Stock Market and delivery to the Company's transfer agent delivery instructions to issue the shares of Common Stock in the Exchange. Upon the consummation of the Proposed Common Offering, the conversion price of the Notes and the Exercise Price would be reduced to $0.15 per share and $0.20 per share, respectively. Series E Preferred Stock On the Execution Date, the Company entered into a Master Services Agreement and a Statement of Work #1 with MeetKai, Inc., pursuant to which, as of the Effective Time (as hereinafter defined), MeetKai will grant the Company a right to use, sub-license and/or resell MeetKai's generative artificial intelligence platform as well as to provide hosting of the Platform and other development services. The License will be perpetual and the Company will have the (i) right (which shall be exclusive during the first five years of the Term, and non-exclusive thereafter) to use, sub-license and/or resell the Platform on a "white-labeled basis" to the Company's end customer, provided that such end customers are headquartered within the territory of North America and (ii) non-exclusive right to use, sub-license and/or resell the Platform to an End User outside the Territory. Either party will have the right to terminate the License (A) after five years from the Effective Time, for any or no reason, upon 60 days prior written notice, (B) upon written notice if a second statement of work related to development of the front-facing interface incorporating the Platform is not executed within 30 days of the Execution Date, or (C) at any time if the other party materially breaches the SOW and fails to cure such breach within agreed upon cure periods. In addition, the Company will have the right to terminate the License at any time beginning 34 months after the Effective Time, for any or no reason, upon 60 days prior written notice. For purposes of the MSA and the SOW, the "Effective Time" shall mean immediately after the Delivery Time. The licensing fee for the License for the Term will be $15 million, of which $10 million will be paid at the Effective Time, $3 million will be paid on the first anniversary of the Effective Time and $2 million will be paid on the second anniversary of the Effective Time. The Company will pay MeetKai an annual maintenance fee for the maintenance of the Platform starting in the fourth year of the Term, and each subsequent year. The parties agree to use good faith efforts to determine the amount of the Maintenance Fee, if any, that will be required. In the event that the parties cannot agree on whether a Maintenance Fee is required or the amount of such Maintenance Fee, the parties agreed to submit the dispute to binding arbitration. In addition, the Company agreed to pay MeetKai 50% of net revenue received by the Company from Licensing of the Platform. The Licensing Fee and Maintenance Fee, if any, will be paid through the issuance of shares of Series E Preferred Stock. The terms of the Series E Preferred Stock shall be as set forth in the Certificate of Designations of the Rights, Preferences and Limitations of the Series E Convertible Preferred Stock, which Series E Certificate shall be filed with the Nevada Secretary of State prior to the Effective Time. Each share of Series E Preferred Stock has a stated value of $100.00 per share. The number of shares of Series E Preferred Stock to be issued, multiplied by the Series E Stated Value, will equal the amount of Fees owed. On the Execution Date, the Company and MeetKai entered into a securities purchase agreement, pursuant to which the Company will sell the Series E Preferred Stock to MeetKai as payment for the Fees. At the Effective Time, the Company issued MeetKai 100,000 shares of Series E Preferred Stock. Description of the Series E Preferred Stock Conversion Rights Pursuant to the Series E Certificate, each share of Series E Preferred Stock is convertible into a number of shares of Common Stock determined by dividing the Series E Stated Value by the Series E Conversion Price. The "Series E Conversion Price" is (i) prior to March 1, 2024, $0.10, subject to adjustment as provided in the Series E Certificate and (ii) on and after March 1, 2024, the greater of (A) $0.025 per share, subject to adjustment as provided in the Series E Certificate and (B) the average closing price of the Common Stock during the two (2) consecutive trading days prior to the date of conversion. Pursuant to the Series E Certificate, no shares of Series E Preferred Stock may be converted (i) until no more than $250,000 of principal face amount of the Notes are outstanding, (ii) that results in the holder of Series E Preferred Stock beneficially owning more than 4.99% of the Common Stock and (iii) that results in the issuance, in the aggregate, of Series E Conversion Shares in excess of 19.99% of the number of shares of Common Stock issued and outstanding as of the Execution Date, without shareholder approval, in accordance with the rules and regulations of the Nasdaq Stock Market. Dividend, Voting and Liquidation Rights The holders of Series E Preferred Stock are not entitled to receive dividends and do not vote, except as required by Nasdaq or Nevada law. Each share of Series E Preferred Stock also has a $100.00 liquidation preference in the event of a liquidation, dissolution or winding up of the Company, and ranks senior to the Common Stock but junior to all other equity securities of the Company, either currently existing or issued in the future. The Company is required to maintain a reserve of authorized and unissued shares of Common Stock equal to 200% of the Series E Conversion Shares. Optional and Mandatory Redemption The Company has the right, at any time upon not less than five days' prior written notice, to redeem all or a portion of the outstanding shares of Series E Preferred Stock at a price per share equal to the Series E Stated Value. The holders of Series E Preferred Stock have the right to require the Company to redeem all or a portion of the outstanding shares of Series E Preferred Stock at a price per share equal to the Series E Stated Value upon the occurrence of certain limited events, including bankruptcy, insolvency, liquidation, or if the Common Stock is not listed or quoted for ten consecutive trading days on a trading market, which includes any level of the OTC Markets operated by OTC Markets Group, Inc. Description of the MeetKai SPA Pursuant to the MeetKai SPA, the Company agreed to use commercially reasonable efforts to prepare and file a registration statement with the U.S. Securities and Exchange Commission registering the Series E Conversion Shares for resale and to get the resale registration statement effective as soon as possible. The Company also granted MeetKai piggyback registration rights for the Series E Conversion Shares. 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 December 31, 2023, the Company had $101,487 in cash and cash equivalents. The Company believes 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 it needs to raise capital to support its operations, raising substantial doubt about its ability to continue as a going concern. The Company 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 the Company will continue as a going concern, but its ability to continue as a going concern is dependent on its obtaining adequate capital to fund operating losses until it establishes 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 the Company will be successful in accomplishing any of its plans. If the Company is unable to obtain the necessary additional financing on a timely basis, it will be required to delay, reduce or perhaps even cease the operation of its business, according to the Company's Quarterly Report for the period ended Dec. 31, 2023. RISKON INTERNATIONAL: William Horne Quits as Director ----------------------------------------------------- Riskon International, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that William Horne notified the Company of his decision to resign as a director of the Company, effective on Feb. 21, 2024. Mr. Horne's resignation was not the result of any disagreement with the Company, or its management on any matter relating to the Company's operations, policies or practices. The Company thanks Mr. Horne for his contributions. 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 December 31, 2023, the Company had $101,487 in cash and cash equivalents. The Company believes 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 it needs to raise capital to support its operations, raising substantial doubt about its ability to continue as a going concern. The Company 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 the Company will continue as a going concern, but its ability to continue as a going concern is dependent on its obtaining adequate capital to fund operating losses until it establishes 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 the Company will be successful in accomplishing any of its plans. If the Company is unable to obtain the necessary additional financing on a timely basis, it will be required to delay, reduce or perhaps even cease the operation of its business, according to the Company's Quarterly Report for the period ended Dec. 31, 2023. ROBERTSHAW US: $110MM Bank Debt Trades at 77% Discount ------------------------------------------------------ Participations in a syndicated loan under which Robertshaw US Holding Corp is a borrower were trading in the secondary market around 23.2 cents-on-the-dollar during the week ended Friday, Feb. 23, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 20.8 cents-on-the-dollar the previous week ended Feb. 16. The $110 million facility is a Term loan that is scheduled to mature on March 2, 2026. The amount is fully drawn and outstanding. About Robertshaw US Robertshaw US Holding Corp. designs and manufactures control systems and components for the appliance and HVAC industries. Robertshaw US Holding Corp., along with its affiliates, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90052) on February 15, 2024, with $500 million to $1 billion in assets and liabilities. John Hewitt, the Company's chief executive officer, signed the petitions. The Debtors tapped Hunton Andrews Kurth LLP and Latham & Watkins LLP as bankruptcy counsel; Guggenheim Securities, LLC as investment banker & financial advisor; KPMG LLP as accountant, tax advisor and auditor; and Kroll Restructuring Administration LLC as claims, noticing, solicitation & balloting agent. O'Melveny & Myers LLP represents an ad hoc group of lenders under a Super-Priority Credit Agreement, dated as of May 9, 2023, among the Debtors and Delaware Trust Company, as administrative and collateral agent. These include Bain Capital Credit, LP; Canyon Capital Advisors LLC; and Eaton Vance Management. ROBERTSHAW US: U.S. Trustee Appoints Creditors' Committee --------------------------------------------------------- The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Robertshaw US Holding Corp. and its affiliates. The committee members are: 1. Nexeo Plastics, LLC Attn: Debbie Smith, Credit Manager 1780 Hughes Landing Blvd., Ste 1000 The Woodlands, TX 77380 Tel: (380) 206-5081 dasmith@nexeoplastics.com Counsel: Jennifer A. Christian ASK, LLP 60 East 42nd Street, 46th Floor New York, NY 10165 Tel: (212) 528-0156 jchristian@askllp.com 2. Deringer – Ney Inc. Attn: Carl A. Conlon, CFO 353 Woodland Avenue Bloomfield, CT 06002 Tel: (860) 286-6198 cconlon@deringerney.com 3. Phillips Tube Group Inc. Attn: Duane Rutter 2205 Woodside Boulevard Middletown, OH 45044 Tel: (513) 727-0080 x251 drutter@phillipstube.com Counsel: W. Timothy Miller Taft Stettinius & Hollister LLP 425 Walnut Street, Suite 1800 Cincinnati, OH 45202 Tel: (513) 357-9678 miller@taftlaw.com 4. Vernay Laboratories Inc. Attn: Rob Hoglund 1005 Virginia Avenue, Suite 320 Hapeville, GA 30345 Tel: (404) 994-2005 RobHoglund@vernay.com Counsel: Leah Fiorenza McNeill Alston & Bird LLP 1201 W. Peachtree Street, NW, 49th Floor Atlanta, GA 30309 Tel: (404) 881-7822 Leah.McNeill@alston.com 5. Shanghai K&J International Co., Ltd Attn: Hong Gen Wang RM 505 No. 9 Road Shenbin, Shanghai China Phone: +86 13917767198 whg188@199.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Robertshaw US Holding Robertshaw US Holding Corp., along with its affiliates, is a global leader in designing and manufacturing innovative control systems and components for the appliance and HVAC industries. Robertshaw US Holding and its affiliates filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90052) on February 15, 2024, with $500 million to $1 billion in assets and liabilities. John Hewitt, chief executive officer, signed the petitions. The Debtors tapped Hunton Andrews Kurth LLP & Latham & Watkins, LLP as bankruptcy counsel; Guggenheim Securities, LLC as investment banker and financial advisor; and KPMG, LLP as accountant, tax advisor and auditor. Kroll Restructuring Administration, LLC is the claims, noticing, solicitation and balloting agent. RYDERS PUBLIC: Seeks to Hire Allen Vellone Wolf as Legal Counsel ---------------------------------------------------------------- Ryders Public Safety LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Allen Vellone Wolf Helfrich & Factor PC as its counsel. The Debtor requires legal counsel to: (a) advise and represent in connection with the general administration of the estate; (b) confirm any proposed plan of reorganization, all other contested and adversary matters that arise in this case; (c) investigate and litigate any avoidance or other action the estate may have; and (d) perform other legal services for the Debtor related to or arising out of contested matters in this bankruptcy case. The hourly rates of the firm's counsel and staff are as follows: Jeffrey Weinman $625 Lance Henry $375 Paralegals $120 - $225 The firm received a pre-bankruptcy retainer in the total amount of $10,500 from the Debtor. Jeffrey Weinman, Esq., an attorney at Allen Vellone Wolf Helfrich & Factor, 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: Jeffrey A. Weinman, Esq. ALLEN VELLONE WOLF HELFRICH & FACTOR PC 1600 Stout Street, Suite 1900 Denver, CO 80202 Telephone: (303) 534-4499 Facsimile: (303) 893-8332 Email: JWeinman@allen-vellone.com About Ryders Public Safety LLC Ryders Public Safety LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Col. Case No, 24-10666) on Feb. 16, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Thomas B Mcnamara presides over the case. Jeffrey Weinman, Esq. at Allen Vellone Wolf Helfrich & Factor P.C. represents the Debtor as counsel. SCREENVISION LLC: $175MM Bank Debt Trades at 33% Discount --------------------------------------------------------- Participations in a syndicated loan under which Screenvision LLC is a borrower were trading in the secondary market around 67.2 cents-on-the-dollar during the week ended Friday, Feb. 23, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 61.3 cents-on-the-dollar the previous week ended Feb. 16. The $175 million facility is a Term loan that is scheduled to mature on July 3, 2025. About $143.7 million of the loan is withdrawn and outstanding. Screenvision, LLC provides publishing and broadcasting services. SECURE ENERGY: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed Secure Energy Services Inc.'s Long-Term Issuer Default Rating (IDR) at 'BB-' post-closing of the previously announced asset sale. Fitch has also affirmed Secure's senior unsecured debt rating at 'BB-'/'RR4'. Fitch does not utilize a bespoke analysis for issuers with a 'BB-' IDR or higher and typically rates the unsecured debt in line with the IDR in those rating categories. The Rating Outlook is Stable. The rating reflects Secure's strong financial profile, which Fitch believes has improved post-asset sale, more than offsetting the loss of size and scale from the divestment. Fitch considers Secure's financial profile strong for the rating category. Fitch views the company's business risk as largely unchanged by the asset sale, and its current size and scale consistent with similarly rated midstream issuers. The Stable Outlook reflects relatively supportive fundamentals underlying Secure's businesses and include Fitch's current Price Deck for the relevant commodity prices. The Stable Outlook also reflects Fitch's expectations for Secure to maintain a conservative financial profile. KEY RATING DRIVERS Robust Financial Profile Offsets Reduced Scale from Asset Sales: On Feb. 1, 2024, Secure closed on the previously announced asset sales of approximately CAD1.15 billion to Waste Connections, Inc. (rated A-/Stable). The divested assets were responsible for roughly one-fourth of the company's total EBITDA as of the LTM 3Q23. Fitch now expects Secure's leverage to be in the 0.8x-1.4x range in 2024-2025, down from around 2.0x previously. Fitch expects Secure will use over half of the sale for repayment of the revolver balance in full and redemption of the second-lien secured notes due 2025 (announced on Feb. 6, 2024). In addition, Fitch expects the company to use a portion of the remaining sale proceeds towards shareholder returns, while balancing growth capital spending. Repayment of the revolver balance and second-lien secured debt will increase the company's financial flexibility. Fitch considers Secure's leverage and financial flexibility, for a company of its size, strong for the rating category. Fitch expects Secure's EBITDA to remain at levels consistent with the rating category throughout the forecast period. Business Risk Unchanged, Modestly Alleviated by Diversity: Secure's business mix is largely unchanged with roughly 70% of EBITDA to come from the waste management business, and the remaining from the energy infrastructure business. Fitch expects the company's business mix to remain roughly the same. The contract mix and tenor also remains consistent; however, the proportion of cashflows coming from revenue assurance-type contracts has marginally improved. Secure's operations are still concentrated in the Western Canadian Sedimentary Basin (WCSB) with modest exposure to North Dakota. Therefore, Fitch views business risk as largely unchanged. The company's aforementioned business mix provides reasonably good diversity compared with a traditional pure-play midstream company. In addition, some of its top customers include non-oil and gas companies, also providing customer diversification. Business risk is somewhat lessened, as it is unlikely that multiple industry sectors and customers will be impacted simultaneously. However, Secure's regional and industry concentration risks remain, which may disproportionately impact the WCSB and/or the oil and gas sector. Short-Term Volume Exposed Contracts Temper Cashflow Visibility: Fitch expects Secure to generate over 90% of its run-rate EBITDA under fixed-fee contracts, including 10%-15% from long-term revenue assurance-type contracts. The majority of Secure's cash flows remain subject to short-term contracts with no volume protection, exposing the company to re-contracting and volumetric risks and providing limited visibility into future cash flow generation. However, the short-term nature of contracts does provide flexibility to change rates and protect margins during downturns and high inflationary periods. Secure has maintained longstanding relationships with its top customers, many of which are strong creditworthy counterparties that, combined with the broader industry trend of outsourcing, somewhat reduces re-contracting risk. A large number of E&P companies handle services in-house, which runs the risk of turning customers into competitors, should outsourcing become uneconomical or industry trends shift. Strategic Asset Base Provides Stability: Secure has a network of assets strategically spread across the conventional oil producing regions of the WCSB, and North Dakota. The company provides critical services to mostly oil and gas producing customers. Secure's assets are capital intensive, require deep technical expertise to operate and are highly regulated, presenting meaningful barriers to entry. The company's assets are also relatively highly utilized with an overall capacity utilization of around 60%-65%. The combination of advantageous asset location and operational expertise allow Secure to provide a more cost effective and efficient service to its customers (compared to those customers conducting those services themselves). Fitch expects Secure to continue to benefit from the broader industry trend of producers outsourcing more non-direct production activities. In addition, the imminent expansion of a large crude oil pipeline in western Canada is anticipated to support increased activity levels in the WCSB. DERIVATION SUMMARY Secure is unique relative to Fitch's midstream coverage given its diversification along the midstream value chain, including its waste management business and a standalone corporate entity structure. Secure operates a regionally concentrated crude oil gathering, processing, and transportation systems, among others. The majority of Secure's EBITDA is generated under fixed-fee contracts with limited volume protection. Medallion Gathering and Processing, LLC (Medallion; B+/Stable) is an oil gathering and intra-state transportation service provider with operations concentrated in the Permian basin (Midland). The majority of Medallion's EBITDA is generated under fixed-fee acreage dedication contracts with minimal volume protection. Secure has a greater operating size and scale, compared with Medallion. Fitch expects Secure's EBITDA to be over 50% more than Medallion's. Secure has a higher degree of business line diversity due to its exposure to the waste management business and non-oil and gas customers. Fitch's expectations for leverage at Secure in 2024 is also more than three full turns lower than expectations for Medallion's at or below 4.0x. The majority of Medallion's volumes come from the Permian and the majority of Secure's volumes come from the WCSB. The Permian is regarded as one of the most prolific and low-cost production basins in North America. In addition, the Permian is location advantaged compared to the WCSB, due to proximity to demand centers (i.e., lower relative transportation costs). As such, Fitch expects oil and gas activity levels in the Permian to be relatively better and more resilient versus the WCSB during commodity price downturns. Secure's larger scale, lower leverage, and greater business diversity compared with Medallion are the primary drivers leading to a one-notch separation in their IDRs; more than offsetting the relative basin economics of the Permian versus the WCSB. Howard Midstream Energy Partners, LLC (Howard; BB-/Stable), is largely a fee-based midstream company that provides natural gas, crude oil, and refined products gathering, processing, storage, terminaling, and transportation services to primarily oil and gas, and some utility companies. Howard's operations are located across five distinct regions of the United States, with a modest presence in Mexico. Howard and Secure both have comparable size in terms of EBITDA, although Secure is slightly bigger. However, Howard has greater business line and geographic diversity. Howard also has a greater proportion of cash flows coming from long-term revenue assurance type contracts at 50% compared with Secure's at 10%-15%. Both companies have nearly the same proportion of cash flows directly exposed to commodity prices at about 5%. Financial flexibility is strong for both Howard and Secure. Howard, however, is expected to have higher leverage in the 3.5x-4.0x range over Fitch's forecast period, which is nearly two to three full turns higher than expectations at Secure. The notably lower leverage at Secure offsets the greater business diversity and better cash flow profile at Howard, leading to the same IDR. Precision Drilling Corporation (PD; B+/Positive) is a peer insofar as it is exposed to Canadian oil & gas activity and features a standalone corporate structure; however, it has little direct business line overlap with Secure. KEY ASSUMPTIONS Fitch's Key Assumptions Within The Rating Case for the Issuer Include: - Oil and gas activity levels in Western Canada and North Dakota consistent with Fitch's WTI price deck of USD75/bbl in 2024, USD65/bbl in 2025, USD60/bbl in 2026, and USD57/bbl mid-cycle; - Base interest rate for the credit facility and inflation reflects the Fitch Global Economic Outlook, e.g., 4.75% and 3.5% for 2024 and 2025, respectively, for interest rates; and 2.6% and 2.4% for 2024 and 2025, respectively, for inflation; - Proceeds from the assets sales are first utilized towards repayment of the revolver and the second lien secured notes, with the remaining used towards opportunistic share buybacks and growth capital spend in a balanced manner; - Extension of revolving credit facility and timely full refinancing of the senior unsecured debt; - Common units distribution increases modestly over the forecast period; - CAD/USD rate of CAD1.33 over the forecast period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A meaningful increase in size and scale along with a meaningful increase in the proportion of cash flows derived from long-term revenue assurance type contracts; - EBITDA leverage expected to be sustained below 1.5x. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage expected to be at or above 2.3x; - A large growth project and or M&A which meaningfully increases the business risk. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of Sept. 30, 2023, Secure had approximately CAD394 million of liquidity. Secure had CAD38 million of cash on the balance sheet, CAD356 million available on its revolving credit facilities (net of CAD94 million in outstanding LOCs). Secure has a maximum limit of CAD800 million on its revolving credit facility and CAD50 million as an unsecured LOC facility guaranteed by Export Development Canada. The company's revolving credit facility matures in July 2025. Pro forma for the asset sales and subsequent repayment of the revolver balance, Fitch expects the company to have approximately CAD706 million available on its revolver (net of outstanding LOCs). As defined in the credit facility, the financial covenants permit a maximum total debt/EBITDA of 4.5x, senior debt/EBITDA of 2.75x, and minimum interest coverage of 2.5x. As of Sept. 30, 2023, Secure was compliant with all the financial covenants and had ratios of 1.9x, 0.9x and 6.0x for total debt/EBITDA, senior debt/EBITDA and interest coverage respectively. ISSUER PROFILE Secure Energy Services Inc. is a waste management and energy infrastructure business headquartered in Calgary, Alberta. Its infrastructure network located throughout western Canada and North Dakota includes waste processing and transfer facilities, industrial landfills, metal recycling facilities, crude oil and water gathering pipelines, crude oil terminals and storage facilities. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Secure Energy Services Inc. LT IDR BB- Affirmed BB- senior unsecured LT BB- Affirmed RR4 BB- SENESTECH INC: M&K CPAS PLLC Raises Going Concern Doubt ------------------------------------------------------- SenesTech, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that the Company's Auditor since 2017, M&K CPAS, PLLC, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated February 21, 2024, Houston, TX-based M&K CPAS, PLLC, said, "The Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern." For the years ended December 31, 2023 and 2022, the Company reported net losses of $7.7 million and $9.7 million, respectively. Through December 31, 2023, it accumulated deficits of $129.9 million since inception. "If we are unable to continue as a going concern, our securities will have little or no value," stated the Company. "We have incurred operating losses since our inception, and we expect to continue to incur significant expenses and operating losses for the foreseeable future. Our financial statements as of December 31, 2023 and 2022 have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm included in its opinion for the years ended December 31, 2023, and 2022 an explanatory paragraph referring to our net loss from operations and net capital deficiency and expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. If we encounter continued issues or delays in the commercialization of our products or greater than anticipated expenses, our prior losses and expected future losses could have an adverse effect on our financial condition and negatively impact our ability to fund continued operations, obtain additional financing in the future and continue as a going concern. There are no assurances that such financing, if necessary, will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through financings, sales of our products, licensing fees, royalty payments or from other sources or transactions, we will exhaust our resources and will be unable to continue operations. If we cannot continue as a going concern, our stockholders would likely lose most or all of their investment in us." As of December 31, 2023, the Company had $7.29 million in total assets, $942,000 in total liabilities, and $6.35 million in total stockholders' equity. A full-text copy of the Company's Form 10-K is available at: About SenesTech, Inc. Phoenix, AZ-based SenesTech, Inc. is an agricultural biotechnology life-sciences company, specializing in fertility management as a form of pest control. The Company's primary product, ContraPest is designed to make brown and black rats infertile. SHENANDOAH TELECOM: $150MM Bank Debt Trades at 15% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Shenandoah Telecommunications Co is a borrower were trading in the secondary market around 85 cents-on-the-dollar during the week ended Friday, Feb. 23, 2024, according to Bloomberg's Evaluated Pricing service data. The $150 million facility is a Delay-Draw Term loan that is scheduled to mature on July 3, 2028. About $74.8 million of the loan is withdrawn and outstanding. Shenandoah Telecommunications Company (NASDAQ: SHEN) is a diversified telecommunications holding company that, through its operating subsidiaries, provides both regulated and unregulated telecommunications services to end-user customers and other telecommunications providers in Virginia, West Virginia, central Pennsylvania, western Maryland, and portions of Kentucky and Ohio. The Company offers a comprehensive suite of voice, video and data communications services based on the products and services provided by the Company's seven operating subsidiaries. SHIFT TECHNOLOGIES: Creditors to Get Proceeds From Liquidation -------------------------------------------------------------- Shift Technologies, Inc. and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Northern District of California a Combined Disclosure Statement and Joint Chapter 11 Plan dated February 20, 2024. Prior to the Petition Date, Shift was a consumer-centric omnichannel retailer for buying and selling used cars, with headquarters in San Francisco and operations in Oakland and Pomona, California. During the latter half of October 2023, the Debtors were able to sell approximately 90% of the vehicle inventory they held as of the Petition Date through regular auction sales in California, yielding approximately $8 million. The Debtors have sold substantially all of the remaining vehicle inventory through auction sales. The Debtors have also sold, through online auctions, equipment and personal property from their former vehicle storage and sales facilities in Oakland, California; Pomona, California; and Beaverton, Oregon; as well as their headquarters in San Francisco, California. The total net proceeds of such sales was $560,453.32. Finally, the Debtors have received considerable interest in their intangible assets: domain names, trademarks, copyrights, and other intellectual property. In these Chapter 11 Cases, the Combined Plan and Disclosure Statement contemplates a liquidation of each of the Debtors and is therefore referred to as a plan of liquidation. The Debtors' remaining assets largely consist of Cash and Causes of Action. The Causes of Action include, but are not limited to, Avoidance Actions and other claims, rights, and causes of action held by the Estates. The estimated recoveries to creditors set forth in this Combined Plan and Disclosure Statement do not include proceeds of the Causes of Action because they are unpredictable and highly contingent. Among other things, although the Debtors believe that various Causes of Action may exist, the ability to collect any judgment on those claims remains unknown at this time. The Combined Plan and Disclosure Statement provides for the creation of a Liquidating Trust and appointment of a Liquidating Trustee, who will administer and liquidate all remaining property of the Debtors and their Estates. The Combined Plan and Disclosure Statement provides that the Debtors may seek approval of an Asset Sale at Confirmation if the Debtors conclude that an Asset Sale at Confirmation will yield a higher or better return to the Estates than a sale by the Liquidating Trust. The Combined Plan and Disclosure Statement also provides for Distributions to be made to certain Holders of Administrative, Claims, Professional Fee Claims, Priority Tax Claims, Other Secured Claims, Priority Claims, and General Unsecured Claims, and for the funding of the Liquidating Trust. The Combined Plan and Disclosure Statement also provides for deemed consolidation as of the Effective Date of all of the Debtors into the Liquidating Trust. Finally, the Combined Plan and Disclosure Statement contemplates the cancellation of all Equity Interests in the Debtors, the dissolution and wind up of the affairs of the Debtors, and the administration of any remaining assets of the Estates by the Liquidating Trustee. Class 3 consists of all General Unsecured Claims. Each Holder of Allowed General Unsecured Claim shall receive, in full satisfaction, settlement, and release of and in exchange for such Allowed General Unsecured Claim, on, or as soon as reasonably practicable after the later of (i) the Effective Date and (ii) the date on which a General Unsecured Claim becomes Allowed and payable pursuant to and as specified by an order of the Bankruptcy Court, a Pro Rata beneficial interest in the Liquidating Trust and Distributions therefrom. Class 3 is Impaired. Class 5 consists of all Equity Interests. As of the Effective Date, all Equity Interests shall be deemed void, cancelled, and of no further force and effect. On and after the Effective Date, Holders of Equity Interests shall not be entitled to, and shall not receive or retain any property or interest in property under the Plan on account of such Equity Interests. Class 5 is deemed to have rejected the Plan and, therefore, Holders of Equity Interests are not entitled to vote on the Plan. The Combined Plan and Disclosure Statement will be implemented by various acts and transactions as set forth in the Combined Plan and Disclosure Statement, including, among other things, the establishment of the Liquidating Trust, the appointment of the Liquidating Trustee, and the making of Distributions by the Liquidating Trustee. The Liquidating Trust shall be funded from the Liquidating Trust Assets and the proceeds thereof. On the Effective Date, the Debtors and the Estates shall transfer and be deemed to have transferred the Liquidating Trust Assets to the Liquidating Trust and such Liquidating Trust Assets shall vest in the Liquidating Trust to be utilized, administered, and distributed by the Liquidating Trustee in accordance with the terms and conditions of this Combined Plan and Disclosure Statement, the Confirmation Order, and the Liquidating Trust Agreement. A full-text copy of the Combined Disclosure Statement and Plan dated February 20, 2024 is available at https://urlcurt.com/u?l=M8MhT1 from PacerMonitor.com at no charge. Attorneys for the Debtors: Tobias S. Keller, Esq. Keith Mcdaniels, Esq. Danisha Brar, Esq. KELLER BENVENUTTI KIM LLP 650 California Street, Suite 1900 San Francisco, CA 94108 Telephone: (415) 496-6723 Facsimile: (650) 636-9251 Email: tkeller@kbkllp.com kmcdaniels@kbkllp.com dbrar@kbkllp.com About Shift Technologies Shift Technologies, Inc. is a consumer-centric omnichannel used car retailer. It operates the website www.shift.com and two locations in Oakland and Pomona, California. Shift Technologies and its affiliates filed Chapter 11 petitions (Bankr. N.D. Calif. Lead Case No. 23-30687) on Oct. 9, 2023. In the petitions signed by its chief financial officer, Jason Curtis, Shift Technologies disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Hannah L. Blumenstiel oversees the cases. The Debtors tapped Thomas B. Rupp, Esq., at Keller Benvenutti Kim, LLP as legal counsel; AlixPartners, LLC as financial advisor; and Omni Agent Solutions, Inc. as claims and noticing agent. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Michael Sweet, Esq., at Fox Rothschild, LLP. SIENTRA INC: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cased of Sientra, Inc. and its affiliates. The committee members are: 1. The Exhibit Company, Inc. Richard M. Realbuto 239 Old New Brunswick Road Piscataway, NJ 08854 Phone: 732-465-1070 Rich.Realbuto@ExhibitCompanyInc.com 2. Formulated Solutions, LLC Attn: Brian Schumm 11775 Starkey Road Largo, FL 33773 Email: bschumm@formulatedsolutions.com 3. Misson Plasticos Foundation Attn: Susan Williamson 8502 East Chapman Ave #447 Phone: 714-769-9974 Email: susan@missionplasticos.org 4. Realtime Media, LLC Attn: Michael McSunas 1001 Conshohocken State Road Conshohocken, PA 19428 Phone: 423-432-4142 Email: mmcsunas@RTM.com 5. Simatrix, Inc. Attn: Michael Kelley 9911 Brecksville Road Brecksville OH 44141 Phone: 330-631-3077 Email: Michael.Kelley@Lubrizol.com 6. Syneos Health, LLC Attn: Agustin Zemborain 1030 Sync Street Morrisville, NC Phone: 919-876-9300 Email: Agustin.Zemborain@SyneosHealth.com 7. Veranex, Inc. Attn: Carrie Randa 5420 Wade Park Blvd., Suite 204 Raleigh, NC 27607 Phone: 910-538-5735 Email: Carrie.Randa@veranex.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Sientra Inc. Sientra Inc. is a surgical aesthetics company in Irvine, Calif. Sientra and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-10245) on Feb. 12, 2024. Ronald Menezes, president and chief executive officer, signed the petitions. As of Sept. 30, 2023, Sientra reported $139,933,000 in assets and $171,978,000 in liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Kirkland & Ellis and Pachulski Stang Ziehl & Jones, LLP as legal counsels; Berkeley Research Group, LLP as restructuring advisor; and Miller Buckfire and unit Stifel as investment banker. Epiq Corporate Restructuring, LLC is the claims and noticing agent. SOUND INPATIENT PHYSICIANS: $200MM Bank Debt Trades at 61% Discount ------------------------------------------------------------------- Participations in a syndicated loan under which Sound Inpatient Physicians Holdings LLC is a borrower were trading in the secondary market around 38.6 cents-on-the-dollar during the week ended Friday, Feb. 23, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 36.5 cents-on-the-dollar the previous week ended Feb. 16. The $200 million facility is a Term loan that is scheduled to mature on June 28, 2025. About $180 million of the loan is withdrawn and outstanding. Sound Inpatient Physicians, Inc. is a provider of physician services in acute, post-acute, emergency medicine, and intensivist facilities through its wholly owned subsidiaries and affiliated companies. Sound's principal business is to provide hospitalist services to hospitals and health plans designed to improve the well-being of patients while reducing their associated costs through the management of medical care. The company is primarily owned by private equity sponsor Summit Partners and Optum Health. SPECTRUM GROUP: $507MM Bank Debt Trades at 18% Discount ------------------------------------------------------- Participations in a syndicated loan under which Spectrum Group Buyer Inc is a borrower were trading in the secondary market around 82.1 cents-on-the-dollar during the week ended Friday, Feb. 23, 2024, according to Bloomberg's Evaluated Pricing service data. The $507 million facility is a Term loan that is scheduled to mature on May 19, 2028. The amount is fully drawn and outstanding. Spectrum Group Buyer, Inc. is operating through Pixelle Specialty Solutions LLC, a manufacturer of specialty papers for diverse end markets. The company is owned by funds affiliated with H.I.G. Capital. SPEEDWAY AUTO: Wins Interim Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Speedway Auto Sales 27, LLC to use cash collateral on an interim basis, in accordance with the budget, retroactive to December 19, 2023. Specifically, the Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including monthly payments to the Subchapter V trustee; (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 the Secured Creditors. The Debtor requires the use if cash collateral to fund its operating expenses and costs of administration in the Chapter 11 case. The creditors that may claim blanket liens against the Debtor's assets are Westlake Flooring Company LLC, The LCF Group, Inc., U.S. Small Business Administration, and Flex Plus LLC. As adequate protection for the use of cash collateral, the Secured Creditors will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as its prepetition lien, without the need to file or execute any document 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 the Secured Creditors. A continued hearing on the matter is set for March 7, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=1bv5Iu from PacerMonitor.com. About Speedway Auto Sales 27, LLC Speedway Auto Sales 27, LLC is a pre-owned vehicle dealership located in Florida. Speedway Auto Sales 27, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05737) on Dec. 19, 2023. The petition was signed by Suyapa Duran as manager. At the time of filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Roberta A. Colton oversees the case. Buddy D. Ford, Esq. at BUDDY D. FORD, P.A. represents the Debtor as counsel. THERALINK TECHNOLOGIES: Incurs $19.05M Net Loss in First Quarter ---------------------------------------------------------------- Theralink Technologies, Inc. filed with the U.S. Securities and Exchange Commission, its Quarterly Report on Form 10-Q disclosing a net loss of $19.05 million on $83,949 of net revenue for the three months ended December 31, 2023, compared to a net loss of $36.5 million on $55,295 of net revenue for the same period in 2022. Additionally, the Company had an accumulated deficit of approximately $112.8 million, and a stockholders' deficit and working capital deficit of approximately $57.1 million and $57.5 million, respectively, on December 31, 2023. Management believes that these matters raise substantial doubt about the Company's ability to continue as a going concern for the 12 months from the issuance date of the report. The Company cannot provide assurance that it will ultimately achieve profitable operations or become cash flow positive or raise additional debt or equity capital. Additionally, the current capital resources are not adequate to continue operating and maintaining the business strategy for a period of 12 months from the issuance date of this report. The Company will seek to raise capital through additional debt and equity financings to fund its operations in the future and continue to try to grow its business. Although the Company has historically raised capital from sales of equity and the issuance of promissory notes convertible notes and convertible debentures, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. As of December 31, 2023, the Company had $1.8 million in total assets, $58.9 million in total liabilities, and $57.1 in total stockholders' deficit. 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/1362703/000149315224007204/form10-q.htm#K_004 About Theralink Theralink Technologies is a precision medicine company with a nationally CLIA-certified and CAP-accredited laboratory in Golden, Colorado. As of September 30, 2023, the Company has $2.85 million in total assets and $40.9 million in total liabilities. Boca Raton, FL-based Salberg & Company, P.A., the Company's auditor since 2020 issued a "going concern" qualification in its report dated January 5, 2024, citing that the Company has a net loss of approximately $30.9 million and net cash used in operating activities of approximately $5.8 million, for the fiscal year ended September 30, 2023. Additionally, the Company had an accumulated deficit, stockholders' deficit and working capital of approximately $93.8 million, $38.1 million, and $38.6 million, respectively, at September 30, 2023. These matters raise substantial doubt about the Company's ability to continue as a going concern. TIDAL POWER: S&P Withdraws 'B+' Issuer Credit Rating ---------------------------------------------------- S&P Global Ratings withdrew all of its ratings on Tidal Power Holdings LLC, including its 'B+' issuer credit rating, at the issuer's request. At the time of the withdrawal, all rated debt had been repaid and the outlook on the company was stable. TIGA ADVERTISING: Seeks to Tap Hoffman Nies as Litigation Counsel ----------------------------------------------------------------- Tiga Advertising, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Hoffman Nies Dave & Meyer LLP as. On Feb. 12, 2021, the Town of Vail initiated an action, against the Debtor and its principal, Greg Moffet in the District Court for Eagle County, Colorado, case no. 21CV30034. The firm will assist the Debtor in defending itself against the Town in the State Court Action. The firm will bill on an hourly basis at the rate of $420. The firm holds a prepetition claim in the amount of $26,906. Dart Winkler, Esq., a partner at Hoffman Nies, assured the court that he is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The firm can be reached through: Dart Winkler, Esq. HOFFMAN NIES DAVE & MEYER LLP 5350 South Roslyn Street, Suite 100 Greenwood Village, CO 80111 Telephone: (303) 860-7140 Facsimile: (303) 860-7344 Email: dwinkler@hn-colaw.com About Tiga Advertising Tiga Advertising, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-10553) on Feb. 17, 2023, listing $100,001 to $500,000 in both assets and liabilities. Steven T Mulligan, Esq. at Coan, Payton & Payne, LLC represents the Debtor as counsel. TIMOTHY HILL: No Patient Complaints, 1st PCO Report Says -------------------------------------------------------- Joseph Tomaino, the duly appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Eastern District of New York his first report regarding the quality of patient care provided at Timothy Hill Children's Ranch, Inc.'s residential children's services. The PCO conducted individual interviews with leadership staff. Discrete observations of staff and resident interactions were conducted. The staff shows evidence of preparation and experience. The PCO was shown documentation of extensive initial training and annual follow up. The PCO observed no changes in staffing other than filling vacant positions, which is an ongoing anticipated process typical of all healthcare and residential programs. Moreover, the PCO found no issues regarding availability or access to any prescribed medications. Medications are monitored and prescriptions sent to the local pharmacy and delivered to the facility for administration. The PCO stated that the organization is in the midst of a lawsuit from a case over 30 years ago where there was an allegation of resident-to-resident sexual abuse. Because of this past and recent history, the PCO extensively interviewed leadership on abuse prevention protocols including supervision, training, and investigation. There is evidence of a credible abuse prevention program in a very high-risk environment. Since appointment, the PCO has received no calls or emails with patient or employee complaints. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=NONeoa from PacerMonitor.com. The ombudsman may be reached at: Joseph Tomaino Grassi Healthcare Advisors, LLC 750 Third Avenue, 28th Floor New York, NY 10017 Tel: (212) 223-5020 Email: jtomaino@grassihealthcareadvisors.com About Timothy Hill Children's Ranch Timothy Hill Children's Ranch, Inc. owns and operates transitional housing programs for troubled teens and young adults. It is based in Riverhead, N.Y. The Debtor filed Chapter 11 petition (Bankr. E.D. N.Y. Case No. 23-73821) on Oct. 16, 2023, with $13,637,708 in assets and $4,841,336 in liabilities. Thaddaeis Hill, executive director, signed the petition. Judge Louis A. Scarcella oversees the case. Heath S. Berger, Esq., at Berger, Fischoff, Shumer, Wexler & Goodman, LLP represents the Debtor as legal counsel. Joseph J. Tomaino is the patient care ombudsman appointed in the Debtor's case. TRINITAS FARMING: Taps Donlin as Claims and Noticing Agent ---------------------------------------------------------- Trinitas Farming, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of California to employ Donlin, Recano & Company, Inc. as claims and noticing agent. Donlin will oversee the distribution of notices and will assist in the maintenance, processing, and docketing of proofs of claim filed in the Chapter 11 cases of the Debtors. The hourly rates of Donlin's professionals are as follows: Senior Bankruptcy Consultant $167 - $203 Case Manager $153 - $167 Consultant/Analyst $126 - $149 Technology/Programming Consultant $86 - $122 Clerical $40 - $50 The retainer is $35,000. Andrew Logan, a senior managing director at Donlin, 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: Andrew P. Logan Donlin, Recano & Company Inc. One State Street, NY 10004 Telephone: (212) 771-1126 Email: Alogan@DoblinRecano.com About Trinitas Farming Trinitas Farming, LLC, a subsidiary of Trinitas Advantaged Agriculture Partners IV, LP (TAAP IV) based in Oakdale, Calif. TAAP IV is an investment vehicle that was organized by Trinitas Partners in 2015 to acquire, develop, cultivate, and operate primarily almond ranches in the Central Valley of California. TAAP IV owns, and through Trinitas Farming, operates 17 almond ranches, each of which is held by a separate subsidiary, covering 7,856 planted acres in Solano, Contra Costa, San Joaquin, Fresno, and Tulare Counties. Trinitas Farming and its affiliates filed voluntary Chapter 11 petitions (Bankr. N.D. Calif. Lead Case No. 24-50210) on Feb. 19, 2024. In the petition signed by Kirk L. Hoiberg, principal, Trinitas Farming disclosed $10 million to $50 million in both assets and liabilities. Judge Dennis Montali oversees the cases. The Debtors tapped Keller Benvenutti Kim, LLP as legal counsel and Donlin, Recano & Company, Inc. as claims and noticing agent. VANSHI LLC: Selling Personal Property to Maha Swasathika -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Florida is set to hold a hearing on March 8 on the proposed private sale of personal property owned by Vanshi, L.L.C. The company is selling the property to its former tenant Maha Swasathika, LLC for $45,000, "free and clear" of liens, encumbrances and interests. The property consists of furniture, fixtures and equipment used to operate Maha Swasathika's restaurant in Pensacola, Fla. "The offer by buyer is the highest viable offer presented to the estate at this time and one which [Vanshi] believes is fair based upon the liquidation value of the property," Samantha Kelley, Esq., the company's attorney, said in court papers. About Vanshi LLC Vanshi, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The company is based in Pensacola, Fla. Vanshi filed voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 23-30803) on November 13, 2023, with $1 million to $10 million in both assets and liabilities. Priteshkumar M. Patel, owner, signed the petition. Judge Jerry C. Oldshue, Jr. oversees the case. Robert C. Bruner, Esq., at Bruner Wright, P.A. represents the Debtor as counsel. VAPOTHERM INC: Grant Thornton Raises Going Concern Doubt -------------------------------------------------------- Vapotherm, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that the Company's Auditor since 2016, Grant Thornton LLP, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated February 22, 2024, Grant Thornton LLP said, "The Company incurred a net loss of $58.2 million and generated a cash flow deficit from operations of $24.3 million during the year ended December 31, 2023, and as of that date, the Company had stockholders' deficit of $55.3 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern." The Company incurred net losses of $58.2 million and $113.3 million for the years ended December 31, 2023 and 2022. As of December 31, 2023, the Company had cash, cash equivalents and restricted cash of $10.8 million, working capital of $27.3 million and an accumulated deficit of $548.2 million. The Company's primary sources of capital to date have been from sales of its equity securities, sales of its High Velocity Therapy systems and their associated disposables and amounts borrowed under credit facilities. Since inception, the Company has raised a total of $393.9 million in net proceeds from sales of its equity securities. "Based on our recurring losses and current financial forecasts, we believe our existing cash resources and borrowing capacity under our loan agreement, anticipated cash receipts from sales of our products and monetization of our existing inventory balances will not be sufficient to meet our anticipated cash requirements during the next 12 months, which raises substantial doubt about our ability to continue as a going concern," the Company said. As of December 31, 2023, the Company had $77.6 million in total assets, $132.95 million in total liabilities, and $55.3 million in total stockholders' deficit. A full-text copy of the Company's Form 10-K is available at: https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1253176/000095017024018788/vapo-20231231.htm About Vapotherm Exeter, NH-based Vapotherm, Inc. is a global medical technology company primarily focused on the care of patients of all ages suffering from respiratory distress, whether associated with complex lung diseases such as chronic obstructive pulmonary disease ("COPD"), congestive heart failure, pneumonia, asthma and COVID-19 or other systemic conditions. VERDE RESOURCES: Incurs $526K Net Loss in Second Quarter -------------------------------------------------------- Verde Resources, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $526,338 on $23,396 of net revenue for the three months ended Dec. 31, 2023, compared to a net loss of $2.16 million on $81,140 of net revenue for the three months ended Dec. 31, 2022. For the six months ended Dec. 31, 2023, the Company reported a net loss of $1.07 million on $41,874 of net revenue, compared to a net loss of $3.52 million on $107,452 of net revenue for the six months ended Dec. 31, 2022. The Company has generated recurring losses and suffered from an accumulated deficit of $11,368,229 as of December 31, 2023. The ability of the Company to survive is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these, management intends to raise additional funds through public or private placement offerings, and related party loans. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2023, the Company had $39.47 million in total assets, $2.83 million in total liabilities, and $36.64 million in total stockholders' equity. 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/1506929/000164033424000290/vrdr_10q.htm 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. Kuala Lumpur, Malaysia-based J&S Associate PLT, the Company's auditor since 2022, issued a "going concern" qualification in its report dated October 13, 2023, citing that 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. WEALTH MANIFESTED: U.S. Trustee Appoints Amanda Wilwert as PCO -------------------------------------------------------------- Jerry Jensen, the Acting U.S. Trustee for Region 13, appointed Amanda Wilwert, Esq. at Foulston Siefkin, LLP as patient care ombudsman for Wealth Manifested, LLC. To the best of her knowledge, Ms. Wilwert has no connections with the Debtor, creditors, any other parties in interest, their respective attorneys and accountants, the U.S. Trustee, and persons employed in the Office of the U.S. Trustee, except as set forth in her verified statement. Ms. Wilwert will be paid an hourly fee of $390 for her services as patient care ombudsman, her paraprofessional hourly rate of $250, and will be reimbursed for work-related expenses incurred. Ms. Wilwert declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The PCO can be reached at: Amanda M. Wilwert, Esq. Foulston Siefkin, LLP 7500 College Blvd., Ste. 1400 Overland Park, KS 66210 (913) 253-2181 Email: awilwert@foulston.com About Wealth Manifested Wealth Manifested, LLC is a provider of in-home health care services. It conducts business under the name Senior Helpers of Lee's Summit. Wealth Manifested filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 24-40076) on January 22, 2024, with up to $500,000 in assets and up to $10 million in liabilities. Norman E. Rouse serves as Subchapter V trustee. Judge Cynthia A. Norton oversees the case. Bradley McCormack, Esq., at Bradley McCormack, represents the Debtor as legal counsel. WESTERN DENTAL: $50MM Bank Debt Trades at 45% Discount ------------------------------------------------------ Participations in a syndicated loan under which Western Dental Services Inc is a borrower were trading in the secondary market around 55.5 cents-on-the-dollar during the week ended Friday, Feb. 23, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 51.4 cents-on-the-dollar the previous week ended Feb. 16. The $50 million facility is a Delay-Draw Term loan that is scheduled to mature on August 18, 2028. Western Dental Services, Inc., a dental and oral health maintenance organization, provides dental and oral health care services in California, Arizona, Nevada, and Texas. Western Dental Services, Inc. operates as a subsidiary of Premier Dental Services Inc. WESTLAKE SURGICAL: No Decline in Patient Care, 3rd PCO Report Says ------------------------------------------------------------------ Dr. Thomas Mackey, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Western District of Texas a third report regarding the quality and safety of patient care provided at The Hospital at Westlake Medical Center, a boutique hospital in Westlake Hills operated by Westlake Surgical, L.P. The report contains the PCO's findings from his visit on Jan. 18. According to the report, Westlake has adequate clinical staff for the number of patients being seen. An appropriate number of physicians, staff nurses, pharmacists, and other critical staff are employed to care for the number of active patients. The PCO observed that while there has been some turnover of staff, there has been no significant reduction in staffing because of Chapter 11 and patient care has not deteriorated. Personnel interviewed displayed a positive attitude of change toward providing quality and safe care to patients. The following are the points of the PCO visit on Jan. 18: * The Emergency Department (ED) closed for business as of December 29, 2023, at 8:00 pm. The Texas Department of Health and Human Services Commission (HHSC) visited the Debtor on January 5, 2004, and issued a deficiency citation related to "no advanced notice to the public or the CATRAC (Capital Area of Texas Regional Advisory Council, the region's trauma system organization)." * The Debtor has adequate clinical staff (physicians, nurses, pharmacists, technicians, etc.) for the number of patients serviced. Given the elimination of the ED and decrease in number of surgeries performed appropriate staff reductions have occurred. * Personnel interviewed displayed a positive attitude of change toward providing quality and safe care to patients. * The Chief Executive Officer (CEO) resigned at the end of 2023. A replacement has been identified but not appointed when the PCO made a visit. Other executive team members are still employed, assuring continuity of high-level leadership in the organization. * There is still no expertise in infection control at the Hospital. The PCO still has a concern given the lack of certified internal expertise and no external consultant evaluation since the very first PCO report/visit. The Director of Quality, Compliance & Risk (DQCR) and Director of Nursing (DON) assure the PCO an external consultant will complete the assessment and provide a report by February 2, 2024. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=fJNLFC from PacerMonitor.com. About The Hospital at Westlake Medical Center The Hospital at Westlake Medical Center is a physician-owned boutique hospital in Westlake Hills, Texas, a suburb of Austin. Guided by an unwavering commitment to delivering quality healthcare services in a comfortable setting, its core service areas include surgical procedures, outpatient radiology, and a 24/7 emergency room. Westlake Surgical, L.P., doing business as The Hospital at Westlake Medical Center, sought Chapter 11 protection (Bankr. W.D. Texas Case No. 23-10747) on Sept. 8, 2023. The Honorable Shad Robinson is the case judge. The Debtor tapped Hayward, PLLC as bankruptcy counsel and Donlin, Recano & Company, Inc. as claims agent. eCapital Healthcare Corp., the DIP lender, is represented by Foley & Lardner, LLP. On Sept. 29, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by White & Case, LLP. Dr. Thomas Mackey is the patient care ombudsman appointed in the Debtor's case. WINCHESTER REAL: Seeks to Hire CBRE as Real Estate Broker --------------------------------------------------------- Winchester Real Estate Investment Company, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ CBRE, Inc. as its real estate broker. The firm will market and sell the Debtor's remaining real property, a commercial, retail, and office lot number RT-015. The broker's commission is equal to 6 percent of the gross purchase price. CBRE is a "disinterested person" within the meaning of 11 U.S.C. 101(14), according to court filings. The firm can be reached through: John Haynes Scott McGregor CBRE, Inc. 3550 Lenox Road NE, Suite 2300 Atlanta, GA 30326 Tel: (404) 504-0038 Email: john.haynes@cbre.com Scott.McGregor@cbre.com About Winchester Real Estate Investment Company, LLC Winchester Real Estate Investment Company, LLC and HDRMP, LLC are single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The companies are based in Villa Rica, Ga. Winchester and HDRMP filed voluntary Chapter 11 petitions (Bankr. N.D. Ga. Case Nos. 23-10773 and 23-10775) on June 30, 2023, with $1 million to $10 million in both assets and liabilities. James W. Davis, III, manager, signed the petitions. Judge Paul Baisier oversees the cases. The Debtors tapped Leslie Pineyro, Esq., at Jones & Walden, LLC as bankruptcy counsel and Victor J. Harrison, Esq., at Harrison Law, LLC as special counsel. ZEUUS INC: Reports $289,350 Net Loss in First Quarter ----------------------------------------------------- Zeuus, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $289,350 for the three months ended December 31, 2023, compared to a net loss of $173,772 for the same period in 2022. As of December 31, 2023, the Company had $1,025,265 in total assets, $2,394,357 in total liabilities, and $1,369,092 in total stockholders' deficit. The Company has not yet established a source of revenue. These factors raise substantial doubt about its ability to continue as a going concern. 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 management and 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. A full-text copy of the Company's Form 10-Q is available at http://tinyurl.com/zzxhk95j About Zeuus, Inc. Zeuus, Inc. is a data centric company with business activities focused three main areas: ZEUUS Data Centers, ZEUUS Energy, and ZEUUS Cyber Security. By combining the power of its three divisions, ZEUUS can deliver cost-effective sustainable solutions with ongoing growth. The Company believes that it has strong economic prospects by the following dynamics of the data storage, green energy generation and cyber security. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has an accumulated deficit, net losses, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. [*] John Baumgartner Joins Getzler Henrich as Managing Director --------------------------------------------------------------- John D. Baumgartner has joined Getzler Henrich & Associates LLC, (getzlerhenrich.com), one of the nation's oldest and most respected middle-market corporate restructuring and operations improvement firms, as a Managing Director and Head of the firm's Houston office. Mr. Baumgartner has over 20 years of consulting, restructuring, and corporate finance experience. He has been involved with financial and operational restructurings, viability analyses, solvency analyses, valuation of assets and enterprises, asset divestitures, and due diligence. He has advised debtors, senior lenders, mezzanine lenders, trustees, and unsecured creditors of companies in industries that include oil and gas, healthcare, energy services, power and utilities, retail gas marketing, retail power marketing, midstream energy companies, real estate, web hosting/e-commerce, transportation, and retail services. He serves in interim management roles-- as a Chief Restructuring Officer and Interim Chief Financial Officer- - as well as fiduciary roles for post-confirmation trusts. He also serves as a consulting and testifying expert, primarily related to insolvency litigation. In announcing Mr. Baumgartner joining Getzler Henrich, Joel I. Getzler, Co-Chairman of Getzler Henrich, said, "We are pleased to welcome John to lead the Houston office. He brings an impressive and diverse background in financial and operational restructurings, viability analyses, solvency analyses, valuation of assets and enterprises, asset divestitures, and due diligence that will be invaluable to our clients." William H. Henrich, Co-Chairman of Getzler Henrich continued, "Houston and the many industries John serves, including oil and gas, energy services, power and utilities and retail gas marketing, are especially important growth opportunities for Getzler Henrich. As a distinguished turnaround and operations improvement leader well-entrenched in the Houston market, we are thrilled to add John to our team. With his depth of knowledge and broad network of relationships-- in Houston, throughout the State of Texas and across the US -- he will significantly help grow our services to meet the needs of our expanding client base." Previously, John worked for a wholesale power generation company, a national consulting firm, and international accounting and boutique investment banking firms. He also served as the CRO for a West Texas-based natural gas-fueled peaking plant and as Management Advisor for a West Texas-based midstream provider, both of which were impacted by Winter Storm Uri. Mr. Baumgartner earned his M.B.A. from the Jones Graduate School of Business at Rice University and a B.A. in Economics from Rhodes College. He is a Certified Insolvency and Restructuring Adviser (CIRA) and holds a Certification in Distressed Business Valuation (CDBV). He is a member of the American Bankruptcy Institute (ABI) and serves on the Global Board of the Turnaround Management Association. About Getzler Henrich & Associates LLC About Getzler Henrich & Associates LLC, a Hilco Global Company (www.hilcoglobal.com), is one of the nation's oldest and most respected names in middle-market corporate restructuring and operations improvement and has successfully worked with thousands of companies to achieve growth and profitability. Working with a wide range of companies, including publicly held firms, private corporations, and family-owned businesses, Getzler Henrich's expertise spans more than fifty industry sectors, from "new economy" technology and service firms to "old economy" manufacturing and distribution businesses. For more information on Getzler Henrich's expertise, please visit: getzlerhenrich.com. [*] Michael Vernace Joins Morrison Foerster Finance Practice ------------------------------------------------------------ Morrison Foerster, a leading global law firm, on Feb. 21 announced the arrival of Michael Vernace as a partner in the firm's Finance and Private Equity Groups in the Transactions Department, based in the San Francisco office. Mr. Vernace brings to the firm 15 years of experience representing private equity funds and their portfolio companies in complex U.S. and cross-border financings, including acquisition financings and refinancings, along with other public and private companies in varying stages of their lifecycle. Mr. Vernace's arrival underscores the continued growth of Morrison Foerster's premier global Finance and Private Equity capabilities and team. He is the second partner to join the Finance practice this year, following the arrival of Tammy Davies last month, and is the seventh partner to join the Private Equity practice within the last three years. Mr. Vernace joins Morrison Foerster from another leading international firm, where he was a partner in the Banking and Credit Department. Mr. Vernace's practice focuses on supporting sponsor-borrowers along with additional lender-side representations and borrower-side bankruptcy remote financings. He regularly advises clients through syndicated finance and other commercial lending transactions, including acquisition, leveraged, investment-grade, asset-based, corporate, receivables, net asset value, and hybrid financings. Mr. Vernace also represents leading leveraged buyout sponsors and their portfolio companies in connection with a variety of recapitalizations and refinancings. Mr. Vernace's arrival underscores the continued growth of Morrison Foerster's global Finance and Private Equity practices. This includes the high-profile arrivals of Private Equity partners Mitchell Presser, Omar Pringle, and Aly El Hamamsy in New York; Rongjing Zhao in Beijing; Tabitha Saw and Steven Tran in Singapore; Steve DeCosse in Tokyo; Jennifer Seipelt in Berlin; and James Beach in San Francisco in recent years, in addition to the arrivals of Tammy Davies and Vernace this year. "The continued investment in, and growth of, our global Finance and Private Equity capabilities remains a strategic priority for the firm," said Darío Avram, co-chair of Morrison Foerster's Finance Group. "Michael's practice and strategic approach to business development offer an excellent complement to our Finance and Private Equity teams' strategies on the ground in the Bay Area, while further accelerating the growth of our market-leading global Finance and Private Equity capabilities." "Michael's extensive experience advising sophisticated private equity sponsors and their portfolio companies also expands and further deepens our borrower/company bench strength, enabling us to better serve our public company and technology clients while expanding our dominant presence in the San Francisco market and beyond," added Yemi Tépé, also co-chair of Morrison Foerster's Finance Group. Some of Mr. Vernace's representative matters include advising: a pharmaceuticals company in its committed debt financing related to a multibillion-dollar acquisition; a TV broadcasting company in its committed debt financing related to a multibillion-dollar acquisition; an energy-transition focused sponsor in multiple acquisition financings, refinancings, and distressed situations; and several banks in connection with various sustainability linked loans. "I am thrilled to join Morrison Foerster's thriving San Francisco Finance and Private Equity Groups," said Mr. Vernace. "I look forward to working with my new colleagues, in the Bay Area and across firm's global offices, to expand the firm's offerings in these in-demand areas," said Mr. Vernace. Mr. Vernace earned his B.S. summa cum laude from Boston University and his J.D. from Duke University. He is admitted to practice in New York and California. About Morrison Foerster Morrison Foerster -- http://www.mofo.com-- is a global law firm that transforms complexity into advantage for its clients. Our clients include some of the largest financial institutions, banks, consulting and accounting firms, and Fortune 100, technology, and life sciences companies. Highlighting the firm's commitment to client service, leadership in market-changing deals and impact litigation, and values-based culture, Morrison Foerster has been named to The American Lawyer's A-List for 20 of the ranking's 21 years. Year after year, the firm receives significant recognition from Chambers and The Legal 500 across their various guides, including Global, USA, Asia Pacific, Europe, UK, Latin America, and FinTech Legal. Our lawyers passionately care about delivering legal excellence while living our values. Morrison Foerster has a longstanding commitment to creating a culture that respects and celebrates differences, while providing an inclusive environment. The firm has achieved Mansfield Certification Plus since 2018 as a result of having at least 30 percent women, minority, LGBTQ+, and lawyers with disabilities representation across notable leadership roles and within the partnership. In addition, the firm was selected as the "Outstanding Firm for Diversity & Inclusion" as part of the Chambers Diversity & Inclusion Awards: USA 2023. Morrison Foerster also has a long history of commitment to the community and society through providing pro bono legal services, including litigating for civil rights and civil liberties, improving public education and fostering the wellbeing of children, advocating for veterans, promoting international human rights, enforcing the right to asylum, and safeguarding the environment. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- 99 ACQUISITION G NNAGU US 77.1 (2.2) 0.4 AEMETIS INC AMTX US 277.4 (200.0) (35.9) AEON BIOPHARMA I AEON US 17.6 (121.7) 2.7 ALNYLAM PHARMACE ALNY US 3,829.9 (220.6) 2,014.9 ALPHATEC HOLDING ATEC US 670.2 (20.6) 185.5 ALTRIA GROUP INC MO US 38,570.0 (3,490.0) (5,734.0) AMC ENTERTAINMEN AMC US 8,793.1 (2,138.0) (548.7) AMC ENTERTAINMEN AMCE AV 8,793.1 (2,138.0) (548.7) AMERICAN AIRLINE AAL US 63,058.0 (5,202.0) (8,490.0) AON PLC-CLASS A AON US 33,959.0 (742.0) 53.0 APPLIED THERAPEU APLT US 45.2 (11.0) (11.0) ARMATA PHARMACEU ARMP US 112.8 (12.4) 14.7 AULT DISRUPTIVE ADRT/U US 2.5 (3.0) (1.8) AUTOZONE INC AZO US 16,292.6 (5,213.7) (1,828.8) AVIS BUDGET GROU CAR US 32,569.0 (343.0) (520.0) BATH & BODY WORK BBWI US 5,243.0 (2,124.0) 550.0 BAUSCH HEALTH CO BHC US 27,064.0 (235.0) 824.0 BAUSCH HEALTH CO BHC CN 27,064.0 (235.0) 824.0 BELLRING BRANDS BRBR US 715.5 (286.9) 302.3 BEYOND MEAT INC BYND US 929.2 (362.9) 392.8 BIOCRYST PHARM BCRX US 522.9 (411.0) 411.7 BIOTE CORP-A BTMD US 149.7 (51.3) 92.7 BOEING CO/THE BA US 137,012 (17,228.0) 13,448.0 BOMBARDIER INC-A BBD/A CN 12,458.0 (2,404.0) (4.0) BOMBARDIER INC-A BDRAF US 12,458.0 (2,404.0) (4.0) BOMBARDIER INC-B BBD/B CN 12,458.0 (2,404.0) (4.0) BOMBARDIER INC-B BDRBF US 12,458.0 (2,404.0) (4.0) BOOKING HOLDINGS BKNG US 24,342.0 (2,744.0) 3,704.0 BOX INC- CLASS A BOX US 1,033.8 (48.9) 113.7 BRIDGEBIO PHARMA BBIO US 546.4 (1,342.5) 324.8 BRIDGEMARQ REAL BRE CN 68.2 (52.9) 8.3 BRINKER INTL EAT US 2,510.7 (109.5) (378.7) BROOKFIELD INF-A BIPC CN 23,614.0 3,970.0 (3,683.0) BROOKFIELD INF-A BIPC US 23,614.0 3,970.0 (3,683.0) CALUMET SPECIALT CLMT US 2,804.8 (197.6) (456.8) CAPRICOR THERAPE CAPR US 37.2 (1.8) (3.4) CARDINAL HEALTH CAH US 46,573.0 (3,447.0) (628.0) CARGO THERAPEUTI CRGX US - - - CARVANA CO CVNA US 7,071.0 (384.0) 1,785.0 CEDAR FAIR LP FUN US 2,240.5 (583.0) (193.9) CHENIERE ENERGY CQP US 18,102.0 (784.0) 15.0 CINEPLEX INC CGX CN 2,271.5 (39.4) (219.5) CINEPLEX INC CPXGF US 2,271.5 (39.4) (219.5) COMPOSECURE INC CMPO US 195.0 (238.8) 75.4 CONSENSUS CLOUD CCSI US 647.3 (176.1) 53.9 COOPER-STANDARD CPS US 1,872.3 (89.7) 247.3 CORE SCIENTIFIC CORZ US 705.5 (418.7) (177.9) CORNER GROWTH AC COOLU US 4.7 (4.6) (3.5) CORNER GROWTH AC COOL US 4.7 (4.6) (3.5) CPI CARD GROUP I PMTS US 292.1 (56.7) 115.2 CYTOKINETICS INC CYTK US 740.6 (438.8) 483.7 DELEK LOGISTICS DKL US 1,709.5 (139.2) 32.3 DELL TECHN-C DELL US 83,264.0 (2,570.0) (11,890.0) DENNY'S CORP DENN US 464.8 (62.7) (59.3) DIGITALOCEAN HOL DOCN US 1,461.0 (313.7) 310.3 DINE BRANDS GLOB DIN US 1,659.6 (273.7) (120.5) DOMINO'S PIZZA DPZ US 1,619.5 (4,141.5) 232.7 DOMO INC- CL B DOMO US 208.2 (150.8) (80.6) DROPBOX INC-A DBX US 2,983.5 (165.8) 315.1 EMBECTA CORP EMBC US 1,217.8 (793.5) 392.9 ENGENE HOLDINGS ENGN US 0.0 (0.1) (0.1) ETSY INC ETSY US 2,685.4 (543.7) 859.7 EVOLUS INC EOLS US 168.0 (19.4) 43.5 FAIR ISAAC CORP FICO US 1,593.5 (725.8) 132.2 FAT BRANDS I-CLB FATBB US 1,275.5 (228.7) (102.3) FAT BRANDS-CL A FAT US 1,275.5 (228.7) (102.3) FENNEC PHARMACEU FRX CN 19.0 (10.5) 15.0 FENNEC PHARMACEU FENC US 19.0 (10.5) 15.0 FERRELLGAS PAR-B FGPRB US 1,472.1 (291.2) 133.9 FERRELLGAS-LP FGPR US 1,472.1 (291.2) 133.9 FG ACQUISITION-A FGAA/U CN 3.6 (17.0) (5.1) FIBROBIOLOGICS I FBLG US 4.8 (4.0) (4.4) FOGHORN THERAPEU FHTX US 313.4 (57.4) 213.4 FORTINET INC FTNT US 7,258.9 (463.4) 709.3 GCM GROSVENOR-A GCMG US 504.7 (93.7) 108.9 GEN RESTAURANT G GENK US 175.6 36.5 10.9 GROUPON INC GRPN US 523.9 (49.3) (158.1) H&R BLOCK INC HRB US 2,776.3 (772.7) 153.3 HCM ACQUISITI-A HCMA US 295.2 276.9 1.0 HERBALIFE LTD HLF US 2,809.4 (1,060.3) 121.7 HILTON WORLDWIDE HLT US 15,401.0 (2,347.0) (1,108.0) HP INC HPQ US 37,004.0 (1,069.0) (6,511.0) IMMUNITYBIO INC IBRX US 432.4 (410.6) 124.8 INSMED INC INSM US 1,329.8 (331.9) 703.4 INSPIRED ENTERTA INSE US 353.5 (50.3) 64.4 INTUITIVE MACHIN LUNR US 103.0 (60.0) (52.0) IRONWOOD PHARMAC IRWD US 471.1 (346.3) (42.8) JACK IN THE BOX JACK US 2,887.3 (708.2) (238.0) LESLIE'S INC LESL US 998.5 (198.6) 187.5 LIBERTY MEDIA CO LLYVA US 1,191.0 (39.0) 246.0 LIBERTY MEDIA CO LLYVK US 1,191.0 (39.0) 246.0 LIBERTY MEDIA CO LLYVB US 1,191.0 (39.0) 246.0 LIFEMD INC LFMD US 40.7 (11.1) (7.6) LINDBLAD EXPEDIT LIND US 851.6 (91.7) (59.9) LOOKING GLASS LA NFTX PZ 0.5 (3.7) (3.9) LOWE'S COS INC LOW US 42,519.0 (15,147.0) 3,472.0 MADISON SQUARE G MSGS US 1,368.4 (339.2) (344.8) MADISON SQUARE G MSGE US 1,420.3 (102.0) (287.8) MANNKIND CORP MNKD US 320.3 (251.8) 129.2 MARBLEGATE ACQ-A GATE US 8.2 (12.3) (0.3) MARBLEGATE ACQUI GATEU US 8.2 (12.3) (0.3) MARRIOTT INTL-A MAR US 25,674.0 (682.0) (4,451.0) MATCH GROUP INC MTCH US 4,507.9 (19.1) 739.5 MBIA INC MBI US 2,990.0 (1,228.0) - MCDONALDS CORP MCD US 56,146.8 (4,706.7) 1,127.4 MCKESSON CORP MCK US 66,512.0 (1,682.0) (4,021.0) MEDIAALPHA INC-A MAX US 153.9 (94.4) (5.1) METTLER-TOLEDO MTD US 3,355.6 (149.9) 49.1 MSCI INC MSCI US 5,518.2 (739.8) (98.9) NATHANS FAMOUS NATH US 42.9 (35.0) 21.1 NEW ENG RLTY-LP NEN US 386.2 (64.7) - NEXT-CHEMX CORP CHMX US 3.4 (0.0) (3.2) NIOCORP DEVELOPM NB CN 24.1 (5.6) (14.0) NORTHERN STAR -A NSTB US 16.9 (0.4) (2.6) NOVAGOLD RES NG CN 133.3 (8.2) 123.3 NOVAVAX INC NVAX US 1,657.2 (678.4) (461.8) NUTANIX INC - A NTNX US 2,570.6 (642.2) 818.4 O'REILLY AUTOMOT ORLY US 13,873.0 (1,739.3) (2,103.1) OMEROS CORP OMER US 493.1 (14.0) 204.2 ORGANON & CO OGN US 11,012.0 (589.0) 1,559.0 OTIS WORLDWI OTIS US 10,117.0 (4,720.0) (79.0) PAPA JOHN'S INTL PZZA US 877.6 (459.0) (54.8) PELOTON INTERA-A PTON US 2,569.4 (499.3) 733.1 PHATHOM PHARMACE PHAT US 237.0 (17.8) 202.7 PHILIP MORRIS IN PM US 65,304.0 (9,446.0) (6,628.0) PITNEY BOWES INC PBI US 4,272.2 (368.6) (38.5) PLANET FITNESS-A PLNT US 2,944.8 (164.9) 267.3 PROS HOLDINGS IN PRO US 421.8 (77.9) 37.3 PTC THERAPEUTICS PTCT US 1,259.9 (670.8) 48.2 RAPID7 INC RPD US 1,505.3 (118.2) 64.7 RE/MAX HOLDINGS RMAX US 577.2 (76.1) 27.2 RED ROBIN GOURME RRGB US 777.3 (8.7) (91.4) REVANCE THERAPEU RVNC US 532.5 (106.2) 306.4 REVIVA PHARMACEU RVPH US 5.4 (8.5) (7.6) RH RH US 4,240.6 (333.2) 351.9 RIMINI STREET IN RMNI US 335.0 (53.1) (56.7) RINGCENTRAL IN-A RNG US 1,944.9 (303.1) 216.1 RMG ACQUISITION RMGCU US 7.0 (11.0) (7.5) RMG ACQUISITION RMGC US 7.0 (11.0) (7.5) SBA COMM CORP SBAC US 10,334.2 (5,131.4) (203.2) SCOTTS MIRACLE SMG US 3,716.1 (385.4) 917.3 SEAGATE TECHNOLO STX US 7,149.0 (1,814.0) 99.0 SIRIUS XM HOLDIN SIRI US 10,374.0 (2,565.0) (1,955.0) SIX FLAGS ENTERT SIX US 2,717.1 (335.3) (280.1) SLEEP NUMBER COR SNBR US 950.9 (441.9) (729.9) SOCIAL LEVERA-A SLAC US 16.5 8.3 (6.1) SOCIAL LEVERAGE SLACU US 16.5 8.3 (6.1) SONIDA SENIOR LI SNDA US 629.1 (56.5) (86.8) SOUNDHOUND AI-A SOUN US 144.0 25.9 88.0 SPARK I ACQUISIT SPKLU US 1.2 (3.0) (4.0) SPARK I ACQUISIT SPKL US 1.2 (3.0) (4.0) SPIRIT AEROSYS-A SPR US 6,950.1 (495.9) 1,553.5 SQUARESPACE IN-A SQSP US 904.9 (288.0) (204.6) STARBUCKS CORP SBUX US 29,179.7 (8,608.9) (2,826.1) SYMBOTIC INC SYM US 1,324.3 171.9 161.2 TELOMIR PHARMACE TELO US 5.3 2.2 (2.9) TORRID HOLDINGS CURV US 509.5 (209.2) (36.1) TRANSAT A.T. TRZ CN 2,569.4 (779.0) (57.7) TRANSAT A.T. TRZBF US 2,569.4 (779.0) (57.7) TRANSDIGM GROUP TDG US 20,685.0 (3,506.0) 5,578.0 TRAVEL + LEISURE TNL US 6,738.0 (917.0) 679.0 TRINSEO PLC TSE US 3,029.2 (268.0) 521.5 TRIUMPH GROUP TGI US 1,676.6 (670.3) 579.8 TRULEUM INC TRLM US 2.0 (2.3) (2.9) UBIQUITI INC UI US 1,334.9 (15.7) 817.9 UNISYS CORP UIS US 1,965.4 (138.4) 320.1 UNITED PARKS & R PRKS US 2,575.5 (252.4) (30.6) UNITI GROUP INC UNIT US 4,981.3 (2,444.4) - UROGEN PHARMA LT URGN US 193.6 (42.0) 156.3 VECTOR GROUP LTD VGR US 934.1 (741.8) 364.7 VERISIGN INC VRSN US 1,749.0 (1,581.0) (200.2) WAVE LIFE SCIENC WVE US 199.9 (32.6) 58.6 WAYFAIR INC- A W US 3,474.0 (2,707.0) (328.0) WINGSTOP INC WING US 377.8 (457.4) 73.3 WINMARK CORP WINA US 29.0 (59.2) 6.3 WORKIVA INC WK US 1,218.9 (89.4) 524.4 WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3) WW INTERNATIONAL WW US 1,032.3 (675.2) 24.8 WYNN RESORTS LTD WYNN US 13,996.2 (1,100.9) 2,041.2 YELLOW CORP YELLQ US 2,147.6 (447.8) (1,098.0) YUM! BRANDS INC YUM US 6,231.0 (7,858.0) 332.0 ********* 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. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***