/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240304.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, March 4, 2024, Vol. 28, No. 63 Headlines 155 CHAMBERSFOOD: Plan Exclusivity Period Extended to April 12 1974 INVESTORS: Seeks Approval to Hire Fuller Law Firm as Attorney 2335 INVESTMENTS: Seeks to Hire Fuller Law Firm as Attorney 265 OCEAN PARKWAY: Unsecureds Will Get 33% of Claims in Plan 403 LLC: Amends Landlord Cure Claims; Confirmation Hearing April 10 ABERDEEN ENTERPRISES: Unsecureds to Get Nothing in Plan ABILITY AUTOS: Wins Cash Collateral Access Thru March 5 ACCELERATED HEALTH: $875MM Bank Debt Trades at 24% Discount AGAINST THE GRAIN: Court OKs Cash Collateral Access ALL SAINTS EPISCOPAL: Unsecureds Will Get 100% of Claims in Plan AMPIO PHARMACEUTICALS: Cancels Offering Deal With H.C. Wainwright APPLOVIN CORP: S&P Upgrades ICR to 'BB+', Outlook Stable ARCHROCK INC: S&P Raises ICR to 'BB-', Outlook Stable ARTS BUSINESS: Seeks to Tap Leo Fox as Bankruptcy Attorney ASCEND PERFORMANCE: S&P Downgrades ICR to 'B', Outlook Negative ASHEVILLE PACKING: Seeks to Hire Grier Wright Martinez as Attorney ASP MCS ACQUISITION: $445MM Bank Debt Trades at 18% Discount ATLANTA PEDIATRIC: Hires Jones & Walden LLC as Counsel AVERY ASPHALT: Wins Interim Cash Collateral Access AZALEA GYNECOLOGY: Seeks to Hire Dustin Kern, CPA as Accountant BI HOLDINGS: Hires Hoffman & Saweris P.C. as Legal Counsel BLACKHAWK NETWORK: Moody's Cuts Rating on First Lien Loans to B2 BRIDLE PATH: Class 2 Unsecureds Owed $269K Will be Paid in Full C & M ELECTRICAL: Seeks to Hire Symphona LLP as Accountant CABALLERO SAND: Court Confirms Chapter 11 Plan CAREISMATIC BRANDS: Court OKs Bid Rules for Sale of Assets CASUALTY UNDERWRITERS: A.M. Best Puts 'b' ICR Under Review CDNT HOLDINGS: Hires Robert Handler of Commercial Recovery as CRO CDNT INC: Hires Robert Handler of Commercial Recovery as CRO CENERGY LLC: Claims to be Paid From Available Cash & Sale Proceeds CENERGY LLC: Court OKs Cash Collateral Access Thru June 1 CENERGY LLC: Seeks to Hire Bauman Associates as Accountant CINEPLEX INC: Fitch Assigns 'B' First-Time IDR, Outlook Stable CITIGROUP 2024-INV1: Fitch Assigns 'B-sf' Rating on Class B-5 Certs COAST TO COAST: Case Summary & 20 Largest Unsecured Creditors COMMSCOPE HOLDING: Incurs $1.45 Billion Net Loss in 2023 CONCRETE SOLUTIONS: Unsecureds to Get Total Payment of $86.5K CORENERGY INFRASTRUCTURE: Unsecured Creditors Unimpaired in Plan COTTONWOOD FINC'L: March 13 Deadline Set for Panel Questionnaires CRYPTO CO: AllFi Technologies Completes License Deal CS MIDTOWN: Seeks to Hire Evans & Mullinix as Bankruptcy Counsel CURO GROUP: Long Focus Capital, 4 Others Report Equity Stakes CYTOSORBENTS CORP: Avenir Corp., 2 Others Report 6.87% Equity Stake CYTOSORBENTS CORP: Granahan Investment Holds 6.93% Stake CYXTERA TECHNOLOGIES: Lumen Ceases Ownership of Class A Shares D'RIA GROUP: Unsecureds Owed $36K to Get 100% Under Plan DAVITA INC: Moody's Ups CFR to Ba2 & Senior Unsecured Notes to Ba3 DELUXE CORP: S&P Downgrades ICR to 'B-' on Elevated Leverage DIAMOND SPORTS: Court OKs $450MM DIP Loan from Alter Domus DIVERSIFIED HEALTHCARE: Silver Point, 2 Others Report 6.5% Stake DMK PHARMACEUTICALS: Hires Reed Smith LLP as Special Counsel DNA SERVERS: Hires Accounting on Demand as Accountant DODD DRILLING: Court OKs Cash Collateral Access Thru March 26 E-STONE USA: Rocksolid Unsecured Claims to Split $45K in Plan EAST MISSION: Trustee Taps Menchaca & Company as Financial Advisor EXELA TECHNOLOGIES: Shay Capital Entities Disclose 8.23% Stake EYE CARE: Court OKs Bid Rules for Sale of Assets FAITH BRIDGE: Unsecureds to Get 4.15 Cents on Dollar Total $114K FARZAN ALAMIRAD: Seeks to Hire RHM Law as Bankruptcy Counsel FGH LLC: Gets OK to Sell Oxnard Property to Goodwill for $4.375MM FIG & FENNEL: Plan Exclusivity Period Extended to June 14 FIRST ADVANTAGE: Moody's Puts 'B1' CFR Under Review for Downgrade FRANCISCAN FRIARS: Hires Bledsoe Diestel as Special Counsel FRINJ COFFEE: Court OKs Cash Collateral Access Thru April 30 G&G XPRESS INC: Hires Robert C. Newark III as Counsel GENESIS GLOBAL: Gets Court Nod to Sell Trust Assets GEO. J. & HILDA: Seeks to Hire Krigel & Krigel as Special Counsel GIGA-TRONICS INC: Laurence Lytton Reports 9.99% Stake as of Dec. 31 GOL LINHAS: Seeks to Hire AlixPartners as Financial Advisor GOL LINHAS: Seeks to Tap Quinn Emanuel Urquhart as Special Counsel GOL LINHAS: Taps Seabury International as Investment Banker GOLDEN DEVELOPING: Trustee Taps Matthew Hutera as Consultant GOLDEN KEY: Has 100% Plan; Committee Now Backs Plan GOPHER RESOURCE: Moody's Alters Outlook on 'Caa1' CFR to Negative GRUPO HIMA: Seeks to Extend Plan Exclusivity to March 14 HAMEL TRUCKING: Hires William S. Gannon as Bankruptcy Counsel HEART HEATING: Hires Apogee Equity Partners as Business Broker HEYWOOD HEALTHCARE: Plan Exclusivity Period Extended to March 29 HOLLIE RAY: Case Summary & 20 Largest Unsecured Creditors INFINERA CORP: Shapiro Reports 8.3% Stake INFINITY PHARMACEUTICALS: Seeks to Extend Exclusivity to April 29 INGLESIDE AT KING FARM: Fitch Hikes IDR to 'BB-', Outlook Stable INPIXON: Anson Funds Management, 5 Others Report 9.9% Stake INPIXON: Armistice Capital, Steven Boyd Report 2.92% Stake INSTA MOBILITY: Case Summary & Nine Unsecured Creditors INTERNATIONAL FOODS: Taps Hiltz Zanzig & Heiligman as Counsel INTERNATIONAL GAME: S&P Places 'BB+' ICR on CreditWatch Positive INTERSTATE FREIGHT: Hires Davis Ermis & Roberts as Counsel ISLAND DOG: Court Approves Disclosure Statement JERSEY WHOLESALE: Court OKs Interim Cash Collateral Access JVK OPERATIONS LTD: Case Summary & 20 Largest Unsecured Creditors JVK OPERATIONS: Case Summary & 20 Largest Unsecured Creditors KINFOLKS EVENT: Seeks to Hire Welch and Company as Legal Counsel KOTAI INVESTMENTS: Trustee Taps Menchaca & Co. as Financial Advisor LAN CONSTRUCTION: Court OKs Cash Collateral Access, DIP Loan LEXARIA BIOSCIENCE: Invenomic Capital Holds 7.12% Equity Stake LEXARIA BIOSCIENCE: Wayne Boos Reports 4.67% Equity Stake LOANDEPOT INC: DBRS Confirms B LongTerm Issuer Rating LORDSTOWN MOTORS: Seeks to Extend Plan Exclusivity to April 1 LSF9 ATLANTIS: Fitch Alters Outlook on 'B' LongTerm IDR to Stable LUMEN TECHNOLOGIES: Ceases Ownership of Cyxtera's Class A Shares M.V.J. AUTO: Amends Ocean Bank & SBA Secured Claims Pay M6 ETX II: Fitch Lowers LongTerm IDR to B, Outlook Stable MARCHEY GROUP: Case Summary & 20 Largest Unsecured Creditors MATTR CORP: DBRS Hikes Issuer Rating to BB, Trend Positive MAYA J ATX: Bridgeco Says Disclosure Incomplete and Misleading MEDIAMATH HOLDINGS: Seeks to Extend Plan Exclusivity to April 29 MERCY HOSPITAL: Court OKs Sale of Mercy Services' 25% Stake in PRA METROPOLITAN THEATRES: Case Summary & 20 Top Unsecured Creditors MICROVISION INC: Widens Net Loss to $82.8 Million in 2023 MIDDLE TN TRUCKING: Hires Lefkovitz & Lefkovitz PLLC as Counsel MILK ROAD: Wins Interim Cash Collateral Access MINI MANSION: Seeks to Hire Guy T. Conti PLLC as Attorney MIRACLE HILL: Unsecureds to Get Excess Cash and Remaining Funds MODIVCARE INC: S&P Affirms 'B-' ICR, Outlook Negative NASCAR HOLDINGS: Moody's Ups CFR to Ba1 & Alters Outlook to Pos. NASSAU BREWING: Unsecureds Will Get 15% to 18% of Claims in Plan NATIONAL AMUSEMENTS: Reports Ownership of Paramount Global Shares NEKTAR THERAPEUTICS: Citadel Entities Disclose Equity Stakes NEKTAR THERAPEUTICS: Deep Track, 2 Others Report 9.65% Stake NEKTAR THERAPEUTICS: RA Capital, 3 Others No Longer Hold Shares NEW CHICAGO COMMUNITY: Case Summary & 18 Unsecured Creditors NEW ENTERPRISE: Moody's Ups CFR to B2 & Senior Secured Notes to B1 NEW HAVEN TRUCK: Asset Sale Proceeds to Fund Plan Payments NEXERA MEDICAL: Unsecureds to Split $100K in Subchapter V Plan NORDSTORM INC: DBRS Confirms BB Issuer Rating, Trend Stable NOVAVAX INC: Incurs $545.1 Million Net Loss in 2023 NUZEE INC: Receives Noncompliance Notice From Nasdaq OPTIME LLC: Ordered to File Plan & Disclosures by March 28 OVERLAND GARAGE: Court OKs Cash Collateral Access Thru March 13 PACIFIC DENTAL: S&P Alters Outlook to Stable, Affirms 'B' ICR PANCAKES OF HAWAII: Hires Namhoom Kim as Accountant PANDORA MARKETING: Seeks to Tap Seth Shumaker as Legal Counsel PARAMETRIC SOLUTIONS: Unsecureds Owed $3M Get $1K Monthly For 5 Yrs PCS & ESTIMATE: Court OKs Cash Collateral Access on Final Basis PEAR THERAPEUTICS: Seeks to Extend Plan Exclusivity to May 6 PHUNWARE INC: Implements 1-for-50 Reverse Stock Split PLATINUM COACH: Seeks 2nd Extension to File Plan POLAR US BORROWER: $1.48BB Bank Debt Trades at 26% Discount POST ROAD 2024-1: Fitch Assigns 'BBsf' Rating on Class E Notes PROS HOLDINGS: Alger Associates Reports 6.1% Equity Stake PROS HOLDINGS: Robert Moses, RGM Capital Report 6.06% Equity Stake PROVIZOR FEDERAL: Seeks $5MM DIP Loan from Kore Capital QUEST IDENTITY: Moody's Cuts CFR to Caa1 & Alters Outlook to Stable QURATE RETAIL: FPR Partners, 2 Others Report 7.9% Equity Stake R.G.P. INC: Hires DWH LLC as Financial Consultant RADIATE HOLDCO: $3.42BB Bank Debt Trades at 18% Discount RAPID READYMIX: Case Summary & 20 Largest Unsecured Creditors RAPID7 INC: Point72 Asset Management, 3 Others Report Stakes RAYONIER ADVANCED: Condire, 3 Others Report 9.73 Equity Stakes READYMAX INC: Court OKs Cash Collateral Access on Final Basis REEVA DINING: Seeks Approval to Hire vbCPA PLLC as Accountant ROBERT WYATT: Case Summary & 20 Largest Unsecured Creditors SENSIENCE INC: Moody's Cuts CFR to Caa3 & First Lien Debt to Caa2 SHIFT TECHNOLOGIES: Plan Exclusivity Period Extended to April 8 SHORT FORK: Hires Marcus & Millichap as Real Estate Broker SIG RE: Seeks to Hire Goldstein & McClintock as Bankruptcy Counsel SOUTHMINSTER: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable SRPC PROPERTIES: Hires Rocky Mountain Realty as Broker SS&C TECHNOLOGIES: Moody's Ups CFR to Ba2, Outlook Stable SVB FINANCIAL: Reports Ownership Stake in Root Inc. SVB FINANCIAL: Targets May Confirmation of Chapter 11 Plan TENNESSEE VASCULAR: Voluntary Chapter 11 Case Summary THRASIO HOLDINGS: Gibson Dunn & Sills Represent First Lien Group THRASIO HOLDINGS: March 5 Deadline Set for Panel Questionnaires THREE GUYS: Unsecureds Will Get 75% of Claims over 60 Months THRYV INC: Moody's Affirms 'B3' CFR & Alters Outlook to Positive TICOAT INC: Seeks to Hire Green & Sklarz as Bankruptcy Counsel TOP SHELV: Hires Gudeman & Associates P.C. as Counsel TRADITION FRANCAISE: Case Summary & 20 Top Unsecured Creditors TRIUMPH GROUP: T. Rowe Price Investment No Longer Holds Shares TW TAYLOR TRUCKING: Case Summary & Eight Unsecured Creditors TWO RIVERS: Seeks to Hire EmergeLaw PLC as Legal Counsel TYCOON PRODUCTIONS: Taps Herman Douglas White, III as Broker VACO HOLDINGS: S&P Downgrades ICR to 'B-', Outlook Stable VAN'S AIRCRAFT: Hires Hawkins Parnell & Young as Special Counsel VENUS CONCEPT: Board OKs Transaction Bonuses for Execs VISTAGEN THERAPEUTICS: Point72 Asset, 2 Others Report 3% Stakes VISTEON CORP: S&P Upgrades ICR to 'BB' on Improved Credit Metrics VMR CONTRACTORS: Wins Cash Collateral Access Thru March 29 VTV THERAPEUTICS: Inks $50M Sales Agreement With TD Cowen WC PARADISE: Files Amendment to Disclosure Statement WESCO AIRCRAFT: Seeks to Extend Plan Exclusivity to May 26 WOOD DUCK INN: Claims Will be Paid From Doty Financing WOODLAND PLACE: Seeks to Hire NAI Pensacola as Real Estate Broker XPRESS MEDIA: Court Rejects Disclosures With Out Prejudice [^] BOND PRICING: For the Week from Feb. 26 to March 1, 2024 ********* 155 CHAMBERSFOOD: Plan Exclusivity Period Extended to April 12 -------------------------------------------------------------- Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the Eastern District of New York extended 155 Chambersfood Inc.'s exclusive periods to file its plan of reorganization, and solicit acceptances thereof to April 12 and June 18, 2024, respectively. As shared by Troubled Company Reporter, 155 Chambersfood claims that it has responded to the exigent demands of its chapter 11 case and has worked diligently to advance the reorganization process. The Debtor asserted that it should be afforded a full, fair, and reasonable opportunity to negotiate, propose, file, and solicit acceptances of its chapter 11 plan. The Debtor explained that the requested extension of its exclusivity period to file a plan and disclosure statement is warranted and necessary to afford it a meaningful opportunity to pursue the chapter 11 reorganization process and build a consensus among economic stakeholders, all as contemplated by chapter 11 of the Bankruptcy Code. 155 Chambersfood, Inc. is represented by: Alla Kachan, Esq. LAW OFFICE OF ALLA KACHAN, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 About 155 Chambersfood 155 Chambersfood, Inc., sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-42937) on Aug. 16, 2023, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Nancy Hershey Lord oversees the case. Alla Kachan, Esq. at the Law Offices Of Alla Kachan P.C., is the Debtor's counsel. 1974 INVESTORS: Seeks Approval to Hire Fuller Law Firm as Attorney ------------------------------------------------------------------ 1974 Investors, LLC filed an amended application seeking approval from the U.S. Bankruptcy Court for the Northern District of California to hire The Fuller Law Firm, P.C. as its attorneys. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the case; (c) take all necessary action to protect and preserve the Debtor's estate; (d) prepare on behalf of the Debtor all legal papers; (e) negotiate and prepare on the Debtor's behalf a plan for reorganization, disclosure statement, and all related agreements and documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (f) advise the Debtor in connection with the possible sale or any possible re-finance of its assets; (g) appear before the court and the U.S. Trustee and protect the interest of the Debtor's estate before such courts and the U.S. Trustee; and (h) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with its Chapter 11 case. The firm will be paid at these rates: Lars T. Fuller, Attorney $505 per hour Joyce Lau, Attorney $395 per hour Rodrigo Franco, Certified Paralegal $125 per hour The firm received from the Debtor a retainer of $10,000. In addition, the firm will seek reimbursement for expenses incurred. Lars Fuller, Esq., an attorney at The Fuller Law Firm, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lars T. Fuller, Esq. THE FULLER LAW FIRM, PC 60 No. Keeble Ave. San Jose, CA 95126 Telephone: (408) 295-5595 Facsimile: (408) 295-9852 Email: admin@fullerlawfirm.net About 1974 Investors, LLC 1974 Investors 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 18580 Allendale Avenue Saratoga, CA 95070, valued at $2.95 million. 1974 Investors, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-50037) on Jan. 11, 2024, listing $2,950,000 in assets and $4,169,303 in liabilities. The petition was signed by Daniel Shaw as manager. Judge M Elaine Hammond presides over the case. Lars Fuller, Esq. at THE FULLER LAW FIRM PC represents the Debtor as counsel. 2335 INVESTMENTS: Seeks to Hire Fuller Law Firm as Attorney ----------------------------------------------------------- 2335 Investments LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire The Fuller Law Firm, P.C. as its attorneys. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the case; (c) take all necessary action to protect and preserve the Debtor's estate; (d) prepare on behalf of the Debtor all legal papers; (e) negotiate and prepare on the Debtor's behalf a plan for reorganization, disclosure statement, and all related agreements and documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (f) advise the Debtor in connection with the possible sale or any possible re-finance of its assets; (g) appear before the court and the U.S. Trustee and protect the interest of the Debtor's estate before such courts and the U.S. Trustee; and (h) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with its Chapter 11 case. The firm will be paid at these rates: Lars T. Fuller, Attorney $505 per hour Joyce Lau, Attorney $395 per hour Rodrigo Franco, Certified Paralegal $125 per hour The firm received from the Debtor a retainer of $10,000. In addition, the firm will seek reimbursement for expenses incurred. Lars Fuller, Esq., an attorney at The Fuller Law Firm, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lars T. Fuller, Esq. THE FULLER LAW FIRM, PC 60 No. Keeble Ave. San Jose, CA 95126 Telephone: (408) 295-5595 Facsimile: (408) 295-9852 Email: admin@fullerlawfirm.net About 2335 Investments 2335 Investments LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 2335 Investments is the owner of the real property located at 795 Russell Lane Milpitas, CA 95035, valued at $1.8 million. 2335 Investments LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-50088) on Jan. 25, 2024. In the petition filed by Daniel Shaw, as managing member, the Debtor reported total assets of $1,819,744 and total liabilities amounting to $1,687,587. The Debtor is represented by Lars T. Fuller, Esq. at The Fuller Law Firm. 265 OCEAN PARKWAY: Unsecureds Will Get 33% of Claims in Plan ------------------------------------------------------------ 265 Ocean Parkway, LLC, fled with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement describing Amended Chapter 11 Plan dated February 26, 2024. The Debtor originally sought Chapter 11 relief as a means to obtain additional financing to resume the Project which stalled out pre-petition for a variety of reasons, including the potential impact of disputed personal injury claims asserted by third-party workers who were employed by third-party contractors. The Plan envisions that the Debtor will complete construction of its residential redevelopment project (the "Project") and provides for the disposition and treatment of secured and unsecured claims for purposes of bankruptcy. The Project involves development of property located at 265 Ocean Parkway, Brooklyn, New York (the "Property") which has been ongoing for more than a decade. The existing pre-petition and postpetition secured debt encumbering the Property will be deferred until completion of the Project. At confirmation, the Debtor intends to pay allowed administrative and priority claims, plus establish a general creditor fund in the amount of $25,000 to make a pro rata distribution. All of this (plus remaining construction) shall be funded by the proposed exit financing in the total sum of $2.3 million. The tort claimants, Ramon Escobar Castro and Raul Flores (hereinafter, the "Tort Claimants") never filed or assert any actual claims in the Chapter 11 case. Accordingly, they have no allowed claims, although Debtor sees the benefit of at least providing some recovery to everyone. Thus, the Plan provides for establishment of a fund of $25,000 to pay a pro rata dividend to the Unsecured Creditors, including the two Tort Claimants, whose claims shall be estimated at $25,000 each for purposes of the distributions. Class 4 consists of the Allowed General Unsecured Claims. There are two Allowed Class 4 General Unsecured Claims held by Alfredo Boccia in the amount of $7,458 and GC Eng. Engineering in the amount of $16,550. Additionally, the unfiled and disputed claims of the Tort Claimants asserted in the State Court Litigation shall be eligible to share in the pro rata distribution under the Plan for Unsecured Creditors regardless of whether they have allowed claims. For purposes of the Plan, the Tort Claimants shall be deemed to have Allowed Class 4 Claims in the amount of $25,000 each. The Debtor is providing this treatment to facilitate a prompt closing of the Chapter 11 case without any further litigation over the allowance of claims. The holders of Class 4 Unsecured Claims shall receive a pro rata cash distribution from the Creditor Fund computed as follows: total amount of all Class 4 Claims ($74,008) divided by $25,000. The pro rata distribution, providing a dividend of approximately 33%, shall be paid on the Effective Date in full satisfaction and settlement of any filed or unfiled Class 4 Unsecured Claims. The Class 4 claims of Unsecured Claims are impaired and eligible to vote on the Plan. Class 5 consists of the Interests of the pre-petition members of the Debtor. All of the respective rights and interests of members of the Class 5 equity holders shall all be cancelled on the Effective Date without any distributions or continuing rights with respect to Newco or the Reorganized Debtor. The Plan shall be implemented through the Exit Financing, which shall be funded into escrow with the Disbursing Agent prior to the Effective Date. These monies shall be used first to pay all allowed Administrative Expenses and Priority Claims and establish the Creditor Fund pursuant to which a pro rata distribution to Class 4 Unsecured Claims shall be made. Insofar as the respective Class 1 and Class 2 Secured Claims of the DIP Lender and PrePetition Lender are concerned, their respective liens and mortgages shall continue to attach to the Property and survive confirmation of the Plan. All real estate taxes shall be brought current on the Effective Date. Construction shall continue with the goal of leasing up the Property so that it can be refinanced or sold based on a projected completion value of $13.75 million to pay the deferred debt. The Debtor shall separately move for approval of the Exit Financing in conjunction with hearings to confirm the Plan. The secured debtor shall be paid in the following order: first, to pay and satisfy the Exit Financing in full with interest; second, to pay and satisfy the DIP Loans in full with interest; and third, to pay and satisfy the pre-petition mortgage debt owed to the Pre Petition Lender up to the allowed amount of the Pre-Petition Lender's claim in full, together with accrued interest. Newco shall retain full authority and discretion to complete the Project, lease the building units and pursue either a sale or refinancing. A full-text copy of the Disclosure Statement dated February 26, 2024 is available at https://urlcurt.com/u?l=5Mb39H from PacerMonitor.com at no charge. Attorneys for the Debtor: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway New York, NY, 10036 Tel: (212) 301-6944 Email: knash@gwfglaw.com About 265 Ocean Parkway 265 Ocean Parkway, LLC, is a Brooklyn, N.Y.-based company, which owns a real property that it acquired about 10 years ago with the intention of redeveloping the site into a residential condominium building. The property is located at 265 Ocean Parkway, Brooklyn, N.Y. 265 Ocean Parkway filed a petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 21-42325) on Sept. 14, 2021, listing as much as $10 million in both assets and liabilities. Michael Sorotzkin, manager, signed the petition. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Goldberg Weprin Finkel Goldstein, LLP, as legal counsel. 403 LLC: Amends Landlord Cure Claims; Confirmation Hearing April 10 ------------------------------------------------------------------- 403 LLC, submitted an Amended Disclosure Statement describing Plan of Reorganization dated February 22, 2024. The Debor's main asset consists of the lease (the "Lease") for premises at 531 86th Street, Brooklyn, NY (the "Premises"). The current landlord, CA 531 86th Street LLC ("Landlord"), acquired ownership of the Premises after the Debtor bought out the Lease in the Modell's bankruptcy. The Debtor contends it was previously hampered in its ability to sublease the Premises by alleged interference by the Landlord. As a result, pre-petition, the Debtor commenced formal litigation against the Landlord in the Supreme Court, Kings County (the "State Court"), seeking Declaratory Judgment, injunctive relief, breach of contract, tortious interference with economic relationships and constructive eviction. The Landlord denies the Debtor's allegations and disputes the Debtor's legal position. Class 1 consists of Allowed Cure Claims of the Landlord. The Class 1 Claim of the Landlord for pre-petition arrears to the extent unpaid and allowed shall be paid on the Effective Date. Heretofore, the Debtor already cured all undisputed amounts of $199,710.32 in furtherance of the Assumption Order and is currently contesting a balance of $36,379.86, plus potential interest and attorney's fees. To the extent Allowed, those amounts shall be paid on the Effective Date or pursuant to a Final Order following the Effective Date. This Class will receive a distribution of 100% of their allowed claims. Like in the prior iteration of the Plan, all Allowed Class 2 General Unsecured Claims shall be paid in full on the Effective Date with interest at the federal judgment rate unless interest is voluntarily waived. The Plan shall be implemented by the Debtor through additional capital contributions to be contributed by the Debtor's manager and member, Tim Ziss. Prior to Effective Date, Mr. Ziss shall deposit sufficient funds with the Disbursing Agent to discharge and pay all cash obligations due hereunder. The Debtor or Reorganized Debtor shall utilize the rents collected under the Sublease to pay the rent due under the Lease on and after the Effective Date. The Bankruptcy Court has entered an Order approving this Disclosure Statement and scheduling a hearing to consider confirmation of the Plan on April 10, 2024 at 11:30 a.m. Any objection to confirmation of the Plan must be filed with the Bankruptcy Court no later than April 3, 2024. In order to be considered, a ballot must be actually received on or before April 3, 2024 at 5:00 p.m. (the "Voting Deadline"). A full-text copy of the Amended Disclosure Statement dated February 22, 2024 is available at https://urlcurt.com/u?l=oIXxpK from PacerMonitor.com at no charge. Counsel for the Debtor: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein, LLP 1501 Broadway, 22nd Floor New York, NY 10036 Telephone: (212) 221-5700 Email: knash@gwfglaw.com About 403 LLC 403, LLC, a real estate holding company, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-41131) on March 31, 2023, with as much as $1 million in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. The Debtor is represented by Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP. ABERDEEN ENTERPRISES: Unsecureds to Get Nothing in Plan ------------------------------------------------------- Aberdeen Enterprises, Inc. and Brickchurch Enterprises, Inc. submitted a Second Amended Joint Chapter 11 Liquidating Plan. Based upon a settlement with the senior secured lender, Bay Point Capital Partners II, LP, the Debtors have continued to pursue a Sale of their valuable, contiguous ocean front properties. The bid procedures governing the Sale were the subject of a separate application filed by the Debtors and Bay Point, were approved by the Bankruptcy Court (the "Approved Bid Procedures") pursuant to an Order entered on November 22, 2023 [D.I. 104]. The Bid Procedures were amended by the Debtors on December 15, 2023 [D.I. 116] and shall be deemed incorporated by reference for purposes of the Joint Plan. This Joint Plan continues to provide the most efficient and effective method for distributing Sale Proceeds following completion of the Auction Sale Process under which the high bids for the Debtors' respective properties were received from companies controlled by Andrew Park in the respective sums of $44,160,000 (376 Gin Lane) and $41,920,000 (366 Gin Lane), plus bid enhancements of $1,501,440 and $1,425,280 for a total combined purchase price of $89,006,720, less permitted adjustments (the "Net Proceeds"). The Net Proceeds, together with the Debtors' entitlement to any residual portion of the Buyer's premium shall in the aggregate constitute available cash for distribution and is defined as the Sale Proceeds for purposes of the Plan. Pending a closing and the Effective Date, the Debtors shall continue to be operated by Mathew Kabatoff and Bay Point, who shall collectively make decisions for purposes of the Joint Plan, and each agree that both parties shall be entitled to seek expedited relief from the Bankruptcy Court in the situation where an agreement cannot be reached; unless otherwise provided herein. After the Effective Date, however, Kabatoff alone shall remain as the decision maker and fiduciary for the Debtors' respective bankruptcy estates, charged with, inter alia, the responsibility to file necessary tax returns on behalf of the Debtors and their estates. Under the Plan, Class 4 consists of General Unsecured Claims. Class 4 will not receive any distributions under the Joint Plan and is therefore deemed to reject the Joint Plan pursuant to section 1126(g) of the Bankruptcy Code. Class 4 is impaired. Provisions Relating to the Sale Process: * Approved Bid Procedures. The Sale Process, including the consummation of one or more Sales, shall be conducted in accordance with the Approved Bid Procedures. * Free and Clear Sale(s). All transfers of the Properties shall be effectuated by one or more Bargain and Sale Deeds, free and clear of all Liens, Claims, taxes and interests pursuant to 11 U.S.C. §§ 363(b) and (f) and 1123(a)(5), with such respective Property in the same order, extent and priority as existed prior to Confirmation, except as paid at Closing. * Sale Approval Order(s). Any proposed Sale shall be subject to the approval of the Bankruptcy Court under 11 U.S.C. 363(b) (i.e., a Sale Approval Order) and 1123(a)(5). * Deadline to Close. The Closing with respect to any Sale that has been approved by the Bankruptcy Court shall close by February 20, 2024 or such other date as fixed by the Court. * Payment of Sale Transaction Costs. The Plan Administrator shall distribute the following amounts from the Gross Sale Proceeds with respect to each Property: (i) subject to any agreement between the Debtors and the Auctioneer, the fees and expenses of the Auctioneer (if any) with respect to such Property; (ii) subject to any agreement between a Broker and the Debtors, the fees and expenses of a Broker whose retention has been approved by the Bankruptcy Court and who solicits (a) an offer that directly results in a consummated Private Sale of such Property, or (b) a Qualified Bid from a Qualified Bidder that eventually becomes the Successful Bidder with respect to such Property at the Auction; (iii) any other closing costs associated with the Sale of such Property; and (iv) subject to and without waiving Section 4.6 of the Joint Plan and section 1146(a) of the Bankruptcy Code, any documentary and Transfer Taxes; provided that, for the avoidance of doubt, the provisions of this Section 4.4(e) of the Joint Plan shall be subject to any employment and/or listing agreements that have been approved by the Bankruptcy Court in connection with Debtors' request to retain one or more professionals. * Vesting of Assets. The Properties shall remain in the Debtors' respective Estates under section 541(a) of the Bankruptcy Code until the Effective Date of a Sale of the same and shall remain subject to all Liens and Claims that exist as of the date of Confirmation. Upon the closing of a Sale involving one or both Properties, such Properties (or Property) shall vest in the Successful Purchaser, free and clear of all Liens and Claims other than Transferred Encumbrances. The Confirmation Order shall contain appropriate provisions, consistent with section 1142 of the Bankruptcy Code, authorizing and directing the Plan Administrator and any other necessary party to execute or deliver, or to join in the execution or delivery, on the Closing date of the Sale(s), of any instrument required to effect a transfer of Properties (or a respective Property) as required by the Joint Plan, and to perform any act, including the satisfaction of any Lien, that is necessary for the consummation of the Joint Plan. Counsel for Brickchurch Enterprises, Inc.: . SIMMONS LEGAL PLLC 1330 Avenue of the Americas, Suite 23A New York, NY 10019 Tel: (212) 653-0667 E-mail: camisha@simmonslegal.solutions Counsel for Aberdeen Enterprises, Inc.: GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 125 Park Avenue, 12th Fl. New York, NY 10017 Tel: (212) 653-0667 E-mail: knash@gwfglaw.com A copy of the Disclosure Statement dated Feb. 9, 2024, is available at https://tinyurl.ph/aoSuC from PacerMonitor.com. About Aberdeen Enterprises and Brickchurch Enterprises Brickchurch Enterprises, Inc., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-70914) on April 30, 2022, with $50 million to $100 million in both assets and liabilities. On Aug. 2, 2023, Aberdeen Enterprises, Inc., filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-72834), with $50 million to $100 million in both assets and liabilities. The cases are jointly administered under Case No. 23-72834. Judge Alan S. Trust oversees the cases. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP and Camisha L. Simmons, Esq. at Simmons Legal, PLLC serve as attorneys for Aberdeen and Brickchurch, respectively. ABILITY AUTOS: Wins Cash Collateral Access Thru March 5 ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Ability Autos LLC and affiliates to use cash collateral, on an interim basis, in accordance with the budget, with a 5% variance, through March 5, 2024. As adequate protection for the use of cash collateral, the lenders are granted replacement liens on all post-petition cash collateral and post-petition acquired property to the same extent and priority they possessed as of the Petition Date only as to the diminution in value of their lien. That Debtor will make the following adequate protection payments on or before February 15, 2024: A. Automotive Finance Corporation, $750 B. Simmons First National Bank, $340 C. Stellar Bank, $428 The Debtor is directed to permit an Automotive Finance Corporation representative to conduct a lot audit to inspect any of the vehicles that represent AFC's collateral. The holders of allowed secured claims with a perfected security interest in cash collateral will be entitled to a replacement lien in post-petition accounts receivable, contract rights, and deposit accounts to the same extent allowed and in the same priority as those interests held as of the Petition Date. A further hearing on the matter is set for March 5 at 3 p.m. A copy of the order is available at https://urlcurt.com/u?l=GsT1JX from PacerMonitor.com. About Ability Autos LLC Ability Autos, LLC and R.A.M. Advertizing, Inc. filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-30351) on January 31, 2024. Jarrod Martin, Esq., a practicing attorney in Houston, serves as Subchapter V trustee. At the time of the filing, Ability Autos disclosed up to $500,000 in both assets and liabilities while R.A.M. Advertizing disclosed up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Jeffrey P. Norman oversees the cases. Robert C. Lane, Esq., at The Lane Law Firm, represents the Debtor as bankruptcy counsel. ACCELERATED HEALTH: $875MM Bank Debt Trades at 24% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Accelerated Health Systems LLC is a borrower were trading in the secondary market around 75.6 cents-on-the-dollar during the week ended Friday, March 1, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 77.7 cents-on-the-dollar the previous week ended Feb. 23. The $875 million facility is a Term loan that is scheduled to mature on February 15, 2029. The amount is fully drawn and outstanding. Accelerated Health Systems, LLC provides healthcare services. The Company offers athletic training, physical therapy, occupational therapy, and fitness services to affiliations including high schools, colleges, and many professional sports teams. AGAINST THE GRAIN: Court OKs Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the Western District of New York authorized Against the Grain Holdings, LLC and affiliates to use cash collateral on an interim basis, in accordance with the budget, with an 8% variance. KeyBank National Association is granted rollover and replacement liens but only to the extent, validity and priority of the pre-petition interest in cash collateral. As additional adequate protection to KeyBank, Downtown will make monthly adequate protection payments to KeyBank in the amount of $2,768 on or before the 25th of each month, starting on March 25, 2024. All junior secured parties are granted rollover and replacement liens on an interim basis, but only to the extent, validity and priority of their pre-petition interest in cash collateral, and subject to the Debtors' review and potential challenge to any asserted liens. A final hearing on the matter is set for March 7, 2024 at 2 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=nGnyId from PacerMonitor.com. The Debtor projects total cash outflows, on a weekly basis, as follows: $12,334 for the week ending March 11, 2024; $13,214 for the week ending March 18, 2024; $12,815 for the week ending March 25, 2024; 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. Judge Carl L. Bucki oversees the case. James C. Thoman, Esq., at Hodgson Russ LLP, represents the Debtor as legal counsel. ALL SAINTS EPISCOPAL: Unsecureds Will Get 100% of Claims in Plan ---------------------------------------------------------------- All Saints Episcopal Church filed with the U.S. Bankruptcy Court for the Northern District of Texas a Disclosure Statement for Plan of Reorganization dated February 22, 2024. The Debtor has continuously operated as All Saints Episcopal Church in Fort Worth, Texas, a parish within the hierarchy of The Episcopal Church in the United States of America, since the early 1950s. The Debtor's bankruptcy filing was precipitated by a years-long dispute between the Debtor's affiliated parish, ACNA All Saints, and the Diocesan Corporation over ownership of church property and assets. As of the Petition Date, the Debtor's assets generally consisted of cash, donor-restricted endowment funds, and certain real properties. Pursuant to the Global Settlement, the Debtor transferred certain assets, including the Permanent Endowment and the real properties located at 5001 Dexter Avenue and 5005 Dexter Avenue, Fort Worth, Texas 76107 to ACNA All Saints and the Diocesan Corporation. All of the Debtor's remaining assets will be retained and revested in the Reorganized Debtor under the Plan. The Plan generally provides for the payment of all Allowed Claims in full, including the reinstatement of the NBT Secured Claim, which shall be repaid by the Reorganized Debtor in accordance with the NBT Loan Documents, and the payment of Allowed General Unsecured Claims within 24 months of the Effective Date. The Plan provides for the fair and equitable treatment of all Creditors and will result in a greater distribution to Holders of Allowed Claims than would be possible under a hypothetical liquidation under chapter 7 of the Bankruptcy Code. Class 4 consists of General Unsecured Claims. On or before the later of (a) the date that is 24 months after the Effective Date, or (b) the date that is 30 days after the Allowance Date with respect to a General Unsecured Claim, each Holder of a General Unsecured Claim shall receive from the Reorganized Debtor, in full satisfaction, settlement, release and discharge of and in exchange for such Claim, either (i) Cash in the Allowed Amount of such Claim, or (ii) such other, less favorable treatment to which such Holder and the Debtor or the Reorganized Debtor, as applicable, agree to in writing. The allowed unsecured claims total $330,000. This Class will receive a distribution of 100% of their allowed claims. Class 5 consists of ACNA All Saints Claim. Holders of the ACNA All Saints Claim shall not be entitled to, and shall not receive, any distribution under the Plan. The Debtor and Reorganized Debtor shall fund Distributions under the Plan with Unrestricted Assets and current revenue generated by the Debtor after the Petition Date. In the Debtor's and Reorganized Debtor's sole discretion, Restricted Assets may be used to fund Distributions under the Plan to the extent such Distributions are consistent with all restrictions on use of such Restricted Assets and applicable law. The Voting Deadline for the Plan is March 20, 2024 at 5:00 p.m. The Bankruptcy Court has established March 20, 2024 at 5:00 p.m., as the deadline to object to Confirmation of the Plan. Assuming the requisite acceptances are obtained for the Plan, the Debtor intends to seek confirmation of the Plan at the Confirmation Hearing scheduled on March 26, 2024 at 1:30 p.m. A full-text copy of the Disclosure Statement dated February 22, 2024 is available at https://urlcurt.com/u?l=8KNHza from PacerMonitor.com at no charge. Counsel for the Debtor: Patrick J. Neligan, Jr., Esq. Douglas J. Buncher, Esq. John D. Gaither, Esq. NELIGAN LLP 4851 LBJ Freeway, Suite 700 Dallas, TX 75244 Tel: 214-840-5300 E-mail: pneligan@neliganlaw.com dbuncher@neliganlaw.com jgaither@neliganlaw.com About All Saints Episcopal Church All Saints Episcopal Church, a parish in The Episcopal Church in North Texas, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Texas Case No. 21-42461) on Oct. 20, 2021, listing as much as $10 million in both assets and liabilities. Christopher N. Jambor, rector, chairman and president, signed the petition. Judge Edward L. Morris oversees the case. Patrick J. Neligan, Jr., Esq., at Neligan LLP represents the Debtor as legal counsel. The Debtor filed its Chapter 11 plan of reorganization and disclosure statement on Feb. 17, 2022. The plan provides for the Debtor's reorganization and the liquidation of some of its properties to pay claims of its creditors. AMPIO PHARMACEUTICALS: Cancels Offering Deal With H.C. Wainwright ----------------------------------------------------------------- Ampio Pharmaceuticals, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it provided a notice to H.C. Wainwright & Co., LLC to terminate that certain At The Marketing Offering Agreement, dated Sept. 18, 2023, by and between the Company and H.C. Wainwright & Co., LLC, establishing an at-the-market equity distribution program for the offer and sale from time to time shares of the Company's common stock, par value $0.0001. In accordance with the ATM Agreement, the termination will be effective March 6, 2024. In connection with the termination of the ATM Agreement, the Company filed on Feb. 28, 2024 a post-effective amendment to its Registration Statement on Form S-3 (File No. 333-274558) to withdraw and remove from registration any and all Company securities that remain unsold or otherwise unissued under such Registration Statement, including shares of the Company's common stock that were covered by the at-the-market offering agreement prospectus filed as part of the Registration Statement. About Ampio Pharmaceuticals Headquartered in Englewood, Colorado, Ampio Pharmaceuticals, Inc. -- http://www.ampiopharma.com-- is focused on development of a potential treatment for osteoarthritis as part of its OA-201 program. The OA-201 development program is seeking to advance Ampio's unique and proprietary small molecule formulation through pain and chondroprotection preclinical studies to the next phases of drug development to address the large and attractive opportunity for treatment of osteoarthritis of the knee ("OAK") and other joints. Denver, Colorado-based Moss Adams LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has suffered recurring losses from operations and cash used in operations that raise substantial doubt about its ability to continue as a going concern. Ampio's lack of operating revenue or cash inflows and its cash resources at September 30, 2023 raise substantial doubt as to its ability to continue as a going concern, according to its Quarterly Report for the period ended Sept. 30, 2023. Management's plans to address the doubt regarding the Company's ability to continue as a going concern include the continued aggressive monitoring of the Company's operating expenses and use of its outsourcing philosophy to minimize expenses and increase operating efficiencies associated with the OA-201 program. Management expects to manage future expenses associated with the OA-201 program to align with the timing and amount of expenses with future capital raising activities. As a result, development of the OA-201 program may experience delays or reductions in planned activities due to timing or shortfalls in funding. If its available cash resources are insufficient to fund its expenses (including those expenses relating to legal proceedings) and the development of the OA-201 program and/or completion of a strategic transaction, the Company may implement further cost reduction and other cash-focused measures to manage liquidity and the Company may pursue a plan of liquidation or dissolution of Ampio or seek bankruptcy protection. If the Company decided to cease operations and dissolve and liquidate its assets, it is unclear to what extent it would be able to pay its obligations. In such a circumstance and in light of the Company's current liquidity position and pending legal matters, it is unlikely that cash would be available for distributions to stockholders. APPLOVIN CORP: S&P Upgrades ICR to 'BB+', Outlook Stable -------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on performance-based marketing provider and mobile game developer AppLovin Corp. to 'BB+' from 'BB'. The stable outlook reflects S&P's expectation that the company will maintain S&P Global Ratings-adjusted leverage of well below 3x and continue to strongly increase its revenue and EBITDA. S&P said, "We believe it is unlikely AppLovin will increase its leverage above 3x. The company ended 2023 with S&P Global Ratings-adjusted net leverage of 1.9x. We expect AppLovin will continue to expand its EBITDA base and generate approximately $1.5 billion of free operating cash flow (FOCF) in 2024. We believe the company will be able to fund its expected shareholder returns and any potential acquisitions without materially increasing leverage. In February 2024, management authorized a $1.25 billion increase in its share repurchase authorization, which we expect it will fully utilize in 2024." AppLovin's financial policy also supports our expectation that it will not materially increase its leverage. When the company refinanced its term loan in 2023, it took the opportunity to proactively reduce its gross debt balance by about $250 million. KKR has also steadily reduced its ownership stake, divesting about 56 million shares in the second half of 2023 and announcing plans to divest an additional 20 million shares. AppLovin will repurchase about half this amount for $570 million and the remainder will be available through a secondary public offering. This transaction will reduce KKR's voting control to about 23% from 46%. S&P said, "We expect Axon 2, the latest iteration of the company's ad tech platform, will continue to support a strong increase in the revenue from its software segment. AppLovin launched Axon 2 late in the second quarter of 2023. The release quickly accelerated the expansion in the company's software segment revenue, which rose by about 46% in 2023 (pro forma for publisher bonuses it paid in the first quarter of 2022). We believe AppLovin will increase its revenue from this segment by 30%-40% year over year in 2024 as it realizes a full year of benefits from Axon 2 and the technology continues to improve by learning and self iterating. The company's margin profile will also benefit from a shift in its revenue mix toward its higher-margin software business, which features company-adjusted EBITDA margins of 69% (compared with 16% for the app segment)." The stable outlook reflects our expectation that AppLovin will maintain S&P Global Ratings-adjusted leverage of well below 3x and continue to strongly increase its revenue and EBITDA. S&P could lower its rating on AppLovin if S&P expects it will increase its leverage above 3x. This could occur if: -- The company pursues large, debt-funded acquisitions or shareholder returns; or -- Its revenue and cash flow decline due to macroeconomic headwinds, increased competition, or privacy changes. S&P could raise its rating on AppLovin if: -- The company establishes a track record of maintaining a stable operating and financial performance, even in times of macroeconomic volatility, and increases the diversity of its customer base; or -- Management commits to a public leverage target that coincides with S&P Global Ratings-adjusted leverage of below 2x. S&P said, "Social factors are a negative consideration in our credit rating analysis of AppLovin. While we believe the company was better positioned than some of its peers to withstand the effects of Apple's identifier for advertisers change in 2021, given its emphasis on first-party data, the evolving digital privacy landscape and other possible privacy mandates in the mobile industry could limit the expansion of its advertising revenue. Given the reduction in KKR's ownership position, we revised our management and governance score to neutral from moderately negative." ARCHROCK INC: S&P Raises ICR to 'BB-', Outlook Stable ----------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Archrock Inc., a Texas-based natural gas compression company, to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P raised its issue-level rating on its senior unsecured debt to 'BB-' from 'B+. The '3' recovery rating is unchanged, indicating its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. The stable outlook reflects S&P's expectation that Archrock will maintain leverage under 3.5x and high utilization of more than 90% through our forecast period. Archrock's S&P Global Ratings-adjusted EBITDA improved to $440 million in 2023 from $324 million in 2022 on higher utilization and increasing rates per horsepower. Although Henry Hub natural gas prices have declined year over year, production in both dry and oil-associated wells have continued to increase, lifting demand for contract compression services. As a result, Archrock's average utilization improved to 95% in 2023 from 87% in 2022. S&P said, "We expect Archrock to continue to generate higher EBITDA, with leverage improving to 3.1x in 2024 and 2.5x-3x in 2025. We expect Archrock to generate S&P Global Ratings-adjusted EBITDA of $500 million-$530 million in 2024 and $520 million-$560 million in 2025 based on the tight compression equipment market that will persist as natural gas production adjusts to the buildout of liquefied natural gas capacity in the back half of 2025. We anticipate total capital expenditure will remain near the historical $250 million-$280 million range over the next two years. Even with the recent 6.5% increase to the distribution rate, we believe Archrock will generate discretionary excess free cash flow over the next two years. "We believe the company's ability to maintain debt to EBITDA of 3x-3.5x through the cycle will depend on exercising capital discipline and allocating excess free cash flow toward debt reduction. While Archrock's available horsepower has decreased 3% since 2021 because of asset sales from its lower-horsepower fleet, growth capital spending toward a larger horsepower fleet has improved the asset base quality and the company's ability to grow margins. That said, its contract base on the compression fleet remains relatively short-term at one to three years, which could lead to significant cash flow and leverage volatility in an industrywide demand decline. While we expect leverage under 3x in 2025 based on rising natural gas production, we believe Archrock's ability to maintain leverage of 3x-3.5x through the cycle would depend on how it manages capital allocation in a downturn. "The stable outlook on Archrock reflects our expectation that utilization will remain above 90% and rates will continue to increase through 2025. We also project S&P Global Ratings-adjusted debt to EBITDA to decrease to 3.1x in 2024 and 2.5x-3x in 2025. "We could consider taking a negative rating action on Archrock if we believe its debt to EBITDA will exceed 4x for an extended period." This could arise if demand for compression services weakens such that rates and utilization decrease, likely stemming from: -- An industrywide decline in natural gas production; and -- The company taking no action to address elevated leverage. While unlikely in the near term, S&P could consider taking a positive rating action if Archrock: -- Significantly increases its size; and -- Sustains leverage under 3.5x. Environmental factors are a negative consideration in S&P's credit rating analysis of Archrock. As a natural gas compression company, it faces risks of lower volumes associated with the energy transition. ARTS BUSINESS: Seeks to Tap Leo Fox as Bankruptcy Attorney ---------------------------------------------------------- Arts Business Collaborative seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Leo Fox, Esq., a New York City attorney, to handle its Chapter 11 case. Mr. Fox will render these services: a. give advice to the Debtor with respect to its powers and duties under the Bankruptcy Code; b. prepare legal papers and appear before the bankruptcy court; c. appear before the judge to protect the interests of the Debtor and represent the Debtor in all matters pending before the Bankruptcy Judge; d. meet with and negotiate with creditors and other parties for a plan of reorganization, prepare the plan and disclosure statement and attendant documents; and e. perform all other necessary legal services. The hourly rates charged by Mr. Fox and other attorneys and paralegals at his firm are as follows: Partners $450 per hour Associate $275 per hour Paralegal $75 per hour The retainer fee is $35,000. As disclosed in court filings, Mr. Fox neither represents nor holds any interest adverse to the Debtor and its estate. Mr. Fox holds office at: Leo Fox, Esq. 630 Third Avenue - 18th Floor New York, NY 10018 Tel: (212) 867-9595 Email: leo@leofoxlaw.com About Arts Business Collaborative Arts Business Collaborative filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-40679) on February 14, 2024, listing $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Judge Elizabeth S Stong presides over the case. Leo Fox, Esq. represents the Debtor as counsel. ASCEND PERFORMANCE: S&P Downgrades ICR to 'B', Outlook Negative --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Ascend Performance Materials Operations LLC to 'B' from 'B+'. At the same time, S&P lowered the issue-level rating on Ascend's senior secured term loan to 'B' from 'B+'. The recovery rating is unchanged at '3'(50%). The negative outlook reflects the potential for a slower-than-anticipated improvement in credit metrics relative to S&P's base case, which could result in weaker credit metrics than it anticipates over the next 12 months. The downgrade reflects significant underperformance in 2023 and our expectation for elevated credit metrics in 2024. S&P said, "We expect debt to EBITDA of over 9x at year-end 2023 driven by a more challenging operating environment and weaker second-half earnings than previously expected. We now believe demand pressures and unfavorable raw material pricing will hurt EBITDA more in the second half than it did in the first half of 2023. On a weighted-average basis, we project S&P Global Ratings-adjusted debt to EBITDA of 6.5x-7.5x and funds from operations (FFO) to debt of 7%-9%. "We anticipate improved earnings and credit metrics in 2024 from trough levels in 2023. "We believe Ascend's performance will gradually improve through the year as raw material prices stabilize and the company works through high-cost inventory. Even though we anticipate these issues to improve, and help margins in 2024, we still expect 2024 credit metrics to remain soft. The extent of Ascend's operating challenges in 2023 created some uncertainty and while raw material costs will always remain potentially volatile, we think cost-savings initiatives undertaken by the company will benefit earnings in a more sustainable fashion." S&P assesses Ascend's business risk as weak. This reflects S&P's view of its relatively narrow focus on nylon 6,6 and intermediate chemicals, somewhat offset by modest end-market diversity and an improved product mix. In addition, Ascend operates in cyclical end markets, and competitive pressures change based largely on commodity input prices. The company's propylene-based products, produced in a cost-advantaged market as the U.S., face competition from butadiene-based products from North America, such as from competitor Invista Equities LLC. Environmental risks remain elevated as many of the intermediates used to produce nylon 6,6 are hazardous or toxic. S&P considers several favorable characteristics in its assessment of Ascend. This includes the company's position as one of only two large, global nylon 6,6 players with proprietary technology for adiponitrile production, a key intermediate compound. Ascend also benefits from production facilities near raw material suppliers and each other, which keeps transport costs low. S&P said, "We expect the increasing shift toward electric vehicles, which use many of the company's products, and continued steady demand in housing, construction, and industrial activity will translate to greater demand for nylon 6,6 applications. Ascend's very high proportion of sales via contracts with price pass-through mechanisms offsets much but not all the risk from unpredictable input costs. We believe the company remains somewhat exposed to volatile raw material prices." S&P said, "The negative outlook reflects the potential weakening of earnings and credit measures beyond what we consider in our base case. Our base case incorporates a challenging operating environment in 2023 that leads to elevated credit metrics over the next 12 months. We anticipate core credit metrics will start recovering as the company works through high cost inventory in 2024. If that happens, we expect S&P Global Ratings-adjusted EBITDA margins to recover toward the mid-teens percentage area in the coming years as inflationary pressures come down. On a weighted average basis, we project S&P Global Ratings-adjusted debt to EBITDA of 6.5x-7.5x and FFO to debt of 7%-9%. Additionally, our assessment reflects our belief that Ascend will not pursue large, debt-funded shareholder rewards because of financial sponsor SK Titan." S&P could lower the rating on Ascend if: -- Ascend's end-market demand weakens further, and sales of higher-margin products decline. In this scenario, S&P would expect EBITDA margins to remain at or below 10%, FFO to debt in the low-single-digit percent area, and weighted average debt to EBITDA of more than 7x, with no immediate prospect for improvement; -- It pursues sizable debt-funded shareholder rewards or acquisitions; or -- Liquidity weakens to less than 1.2x sources over uses. S&P could revise the outlook to stable on Ascend over the next 12 months if: -- It improves its end-market and product diversity and mix, leading to better profitability and margins; -- Weighted average debt to EBITDA recovers and falls below 6.5x on a sustainable basis; or -- Sponsor ownership falls below 40%. ASHEVILLE PACKING: Seeks to Hire Grier Wright Martinez as Attorney ------------------------------------------------------------------ Asheville Packing, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Grier Wright Martinez, PA as its attorneys. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties; (b) negotiate, prepare, and pursue confirmation of a Chapter 11, subchapter V plan and all related agreements and/or documents; (c) take all necessary action to protect and preserve the Debtor's estate; (d) prepare legal papers; (e) perform any and all other legal services for the Debtor in connection with this Chapter 11 case; (f) advise and assist the Debtor regarding all aspects of the plan and confirmation process at the earliest possible date; and (g) give legal advice and perform legal services with respect to other issues relating to the foregoing. The firm received a retainer in the amount of $20,000. The hourly rates of the firm's counsel and staff are as follows: Joseph W. Grier, III $695 A. Cotten Wright $450 Michael L. Martinez $425 Anna S. Gorman $410 Paraprofessionals $190 In addition, the firm will seek reimbursement for expenses incurred. Michael Martinez, Esq., an attorney at Grier Wright Martinez, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael L. Martinez, Esq. GRIER WRIGHT MARTINEZ, PA 521 E. Morehead St., Ste. 440 Charlotte, NC 28202 Telephone: (704) 375-3720 Facsimile: (704) 332-0215 Email: mmartinez@grierlaw.com About Asheville Packing, Inc. Asheville Packing, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 24-10019) on Feb. 20, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge George R Hodges presides over the case. Michael Leon Martinez, Esq. at Grier Wright Martinez, PA represents the Debtor as counsel. ASP MCS ACQUISITION: $445MM Bank Debt Trades at 18% Discount ------------------------------------------------------------ Participations in a syndicated loan under which ASP MCS Acquisition Corp is a borrower were trading in the secondary market around 81.8 cents-on-the-dollar during the week ended Friday, March 1, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 81.3 cents-on-the-dollar the previous week ended Feb. 23. The $445 million facility is a Term loan that is scheduled to mature on May 18, 2024. About $417.2 million of the loan is withdrawn and outstanding. Headquartered in Lewisville, Texas, ASP MCS Acquisition Corp., primarily provides property inspection and preservation services on behalf of lenders and loan servers for homes with defaulted mortgage loans. The company is owned by affiliates of American Securities LLC, a private equity group. ATLANTA PEDIATRIC: Hires Jones & Walden LLC as Counsel ------------------------------------------------------ Atlanta Pediatric Therapy, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Jones & Walden LLC as counsel. The firm's services include: (a) preparing pleadings and applications; (b) conducting examination; (c) advising the Debtor of its rights, duties and obligations; (d) consulting with and representing the Debtor with respect to a Chapter 11 plan; (e) performing legal services incidental and necessary to the day-to-day operations of the Debtor's business; and (f) taking all other actions incident to the proper preservation and administration of the Debtor's estate and business. The firm's current fee rates are $300 to $475 per hour for attorneys and $110 to $200 per hour for legal assistants and paralegals. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Cameron McCord, Esq., a partner at Jones & Walden, 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 through: Cameron M. McCord, Esq. JONES & WALDEN LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Phone: (404) 564-9300 Email: cmccord@joneswalden.com About Atlanta Pediatric Therapy, Inc. Atlanta Pediatric Therapy, Inc. is a speech pathologist in Georgia. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-51457) on February 7, 2024, with up to $50,000 in assets and $1 million to $10 million in liabilities. George Rosero, president, signed the petition. Judge Wendy L. Hagenau oversees the case. Cameron M. McCord, Esq., at Jones & Walden, LLC represents the Debtor as legal counsel. AVERY ASPHALT: Wins Interim Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized Avery Asphalt, Inc. and affiliates to use cash collateral to pay disputed claim. The Debtors are directed to transmit $2,665.33 to Andrew Avery within 7 days of the Order in satisfaction of Mr. Avery's disputed claim. As previously reported by the Troubled Company Reporter, Sunflower Bank, N.A. and Greenline CDF Subfund XXIII, LLC asserted that in addition to their liens on real estate owned by certain Debtors on the Petition Date, they have valid, perfected security interests in substantially all the Debtors' personal property, including, but not limited to Debtors' accounts, equipment, general intangibles, inventory, proceeds thereof and other assets. The Secured Parties asserted that the value of their interest in cash collateral entitled to adequate protection is no less than $883,889 and probably much higher. Cash payments to Sunflower during the case from cash collateral were much less than this amount and the Secured Parties asserted a Superpriority 507(b) Claim of no less than $600,000. The Debtors' owners and former management group consisting of Aaron Avery, Andrew Avery, Irving Avery, and Earlena Avery have filed objections to confirmation of the Plan. The Debtors asserted that the Averys do not have standing to object to the Plan based on their ownership interests in the Debtors because there is no possibility of a distribution to equity interest holders (the Averys) in these proceedings and the Insiders have no pecuniary interests that will be directly affected by these proceedings based on their ownership interest in the Debtors. Of the Averys, only Andrew Avery asserts he is a creditor -- and only in the bankruptcy case of Regional Pavement Maintenance of Arizona, LLC. Regional, while managed by the Averys, listed the claim of Andrew Avery in the amount of $2,665 in its Schedule F filed on April 14, 2021. Regional has objected to the alleged claim of Andrew Avery. It would be less expensive for the Debtors' estates to pay Andrew Avery's disputed claim and eliminate any potential pecuniary interest that Andrew Avery may have in these matters than to continue to litigate the Plan Objection. In fact, the amount of Andrew Avery's claim is quite small compared to the legal fees the estates might incur litigating the Claim Objection and participating in the Standing Hearing and Confirmation Hearing. A copy of the order is available at https://urlcurt.com/u?l=9RxPK9 from PacerMonitor.com. About Avery Asphalt Avery Asphalt, Inc., is the main operating company and installs, maintains, and improves roadways, parking lots, and other outdoor surfaces. Its affiliates, Avery Equipment, LLC and Avery Holdings, LLC, own the equipment and real estate used in its business, respectively. Another affiliate, LBLA Ventures, Inc. is the holding company for a non-operating Arizona asphalt company while 1401 S. 22nd Ave., LLC owns the real estate that was formerly used by Regional Pavement Maintenance of Arizona, Inc. in its business. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Lead Case No. 21-10799) on Feb. 19, 2021, with up to $50,000 in assets and up to $10 million in liabilities. The bankruptcy was filed after a receiver was appointed for all the Debtors. The receivership hampered Avery Asphalt's ability to operate profitably. Judge Michael E. Romero oversees the cases. David J. Warner, Esq., at Wadsworth Garber Warner Conrardy, P.C. and the Law Offices of Lars Fuller, PC serve as the Debtor's bankruptcy counsel and special counsel, respectively. AZALEA GYNECOLOGY: Seeks to Hire Dustin Kern, CPA as Accountant --------------------------------------------------------------- Azalea Gynecology, P.A. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Dustin Kern, CPA, P.C. as accountant. The firm will prepare the annual income and other tax returns of the Debtor, and additional services as needed and requested. The accountant does not hold or represent any interest adverse to the Debtor or the estate and its creditors, according to court filings. The firm will receive a flat fee of $3,000 for preparing and filing annual tax returns, and $200 per hour for and additional services as needed and requested. The firm can be reached through: Dustin Kern, CPA Dustin Kern, CPA, P.C. 3205 Randall Parkway # 202 Wilmington, NC 28403 Phone: (910) 790-9010 About Azalea Gynecology, P.A. Azalea Gynecology, P.A. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00330-5-PWM) on February 1, 2024. In the petition signed by Pamela Renee Novosel, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Algernon L. Butler, III, at Butler & Butler, L.L.P., represents the Debtor as legal counsel. BI HOLDINGS: Hires Hoffman & Saweris P.C. as Legal Counsel ---------------------------------------------------------- BI Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Hoffman & Saweris, P.C. as counsel. The firm's services will include: a. advising the Debtor with respect to its powers and duties; b. advising the Debtor with respect to the rights and remedies of the estate's creditors and other parties in interest; c. conducting examinations of witnesses, claimants and other parties in interest; d. preparing pleadings and other legal instruments required to be filed in the Debtor's Chapter 11 case; e. representing the Debtor in all proceedings before the bankruptcy court and in any other judicial or administrative proceeding in which the rights of the Debtor or the estate may be affected; f. advising the Debtor in the reorganization of assets and liabilities through the bankruptcy court; g. advising the Debtor in connection with the formulation, solicitation, confirmation and consummation of any plan of reorganization, which the Debtor may propose; and h. providing other legal services that may be appropriate in connection with the continued operations of the Debtor's business. The firm will be paid at these rates: Attorneys $300 to $400 per hour Paralegals $75 per hour The Debtor paid Hoffman & Saweris an initial consultation fee of $500. The firm held a retainer balance of $47,910 after pre-petition payments. Matthew Hoffman, a partner at Hoffman & Saweris, 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. Hoffman & Saweris can be reached at: Matthew Hoffman, Esq. Alan Brian Saweris, Esq. HOFFMAN & SAWERIS, P.C. 2777 Allen Parkway 1000 Houston, TX 77019 Tel: (713) 654-9990 Fax: )713) 654-0038 Email: matthew@mhsawlaw.com About BI Holdings, LLC BI Holdings, LLC, a company in New Ulm, Texas, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 24-30521) on Feb. 6, 2024, with $4,378,697 in assets and $3,779,493 in liabilities. Jason Brown, managing member, signed the petition. Matthew Hoffman, Esq., at Hoffman & Saweris, P.C. represents the Debtor as legal counsel. BLACKHAWK NETWORK: Moody's Cuts Rating on First Lien Loans to B2 ---------------------------------------------------------------- Moody's Investors Service affirmed Blackhawk Network Holdings, Inc.'s B2 corporate family rating and B2-PD probability of default rating. Concurrently, Moody's downgraded the company's proposed $1.9 billion senior secured first lien term loan due 2029 and $400 million senior secured first lien revolving credit facility due 2029 to B2 from B1. Upon closing of the proposed debts, Moody's will withdraw the existing debt instrument ratings. The outlook remains stable. Blackhawk operates a payments network for physical and digital gift and prepaid debit cards. Proceeds from the proposed 2029 term loan will be used to repay in full the company's existing term loans and, together with cash, fund a portion of an approximately $300 million acquisition. The affirmation of the B2 CFR reflects Moody's expectation that Blackhawk will be able to maintain its position as one of the largest gift card program managers and payment processors that serves both consumers and businesses, debt to EBITDA will remain below 7.0x and will maintain good liquidity, supported by large cash balances, free cash flow generation and revolver availability. Blackhawk's leading global processing network, increasingly diversified revenue base and digital card offerings also support the rating. The downgrade of the senior secured first lien ratings to B2 from B1 is due to the planned full repayment of the senior secured second lien term loan that results in the loss of the first loss support the second lien debt provided to the first lien creditors in a default scenario. RATINGS RATIONALE Blackhawk's B2 CFR reflects its high debt to EBITDA of 4.9x (Moody's adjusted) as of the twelve month period ended September 30, 2023. Pro forma for the proposed refinancing, debt to EBITDA will increase to around 5.1x, assuming some benefit from synergies enabled by the planned acquisition. The ratings also consider Blackhawk's concentrated business profile, focused on financial payments (primarily gift cards), with partner concentration risks in the retail industry and exposure to consumer discretionary spending that adds cyclicality to the credit profile. The physical gift card business is also subject to intense competition, so Moody's believes Blackhawk has little pricing power. Given this concentration in a competitive market Moody's believes Blackhawk needs to maintain strong financial metrics compared to other similarly rated issuers. Blackhawk's ratings are supported by its leading market position as one of the largest third-party distributors of gift cards globally, as well as by its highly scalable and global processing network. Moody's expects Blackhawk's operating performance will continue to be supported by long-term contracts with distribution partners and long-standing relationships with leading content providers across a variety of retail categories. The company is focused on growing the incentives business, which support margin expansion over the longer run since that business has higher take rates. Recent acquisitions have been within the incentives segment. The contemplated acquisition is expected to enhance the delivery of incentives by integration of technology, and also adds customers. The stable outlook reflects Blackhawk's good liquidity position and the expectation that demand for gift cards and incentive offers from corporates will be stable over the next 12-18 months. Moody's anticipates revenue growth will be limited this year due to low economic growth generally and pressure on the consumer. EBITDA margin is expected to be in the 13% area (Moody's adjusted) in the next 12-24 months, and free cash flow to debt will be around 4%. Debt to EBITDA is expected to decrease towards 5x over the next 12-24 months (Moody's adjusted), driven by some margin expansion as the proportion of revenue from the higher margin incentives business grows. The stable outlook also incorporates Moody's expectation that the company will neither undertake any large, debt-funded acquisitions nor pay out any large distributions to equity holders until debt leverage is reduced. The B2 senior secured first lien revolver and term loan ratings are the same as the B2 CFR, reflecting the one class capital structure once the proposed transaction is complete. The proposed credit facilities are secured by substantially all assets of the company and guaranteed on a secured basis by substantially all material wholly owned domestic subsidiaries. Marketing terms for the new credit facilities (final terms may differ materially) include the following: Incremental pari passu debt capacity up to the greater of $390 million and 100% of LTM EBITDA, plus unlimited amounts subject to 4.25x first lien net leverage. There is an inside maturity sublimit up to $292.5 million and 75% of EBITDA. There are no "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries. There are no protective provisions restricting an up-tiering transaction. Amounts up to 100% of unused capacity from certain RP carve-outs may be reallocated to incur debt. Moody's anticipates Blackhawk's liquidity position will remain good over the next 12-15 months. While the company incurs significant working capital cash usage prior to holidays, most notably the end-of-year holiday shopping season, Blackhawk will be able to fund the outflow with a combination of cash on hand, which typically is at least $450 million, and loans from its $400 million revolver. Revolver usage, including letters of credit (sublimit of $200 million) with certain content providers, peaks in November before the large cash inflow from holiday spend. The revolver is subject to a maximum first lien leverage test of 8.1x that springs when usage is 40% or more. The term loan will be subject to the typical 1% annual amortization amount. Moody's believes the company will be able to meet the covenant should it be tested. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Moody's expects: (1) continued earnings growth; (2) total debt to EBITDA (Moody's adjusted) will remain under 4.5x; (3) EBITA to interest is sustained above 2.0x; (4) balanced financial policies; and (5) good liquidity that covers seasonality. The ratings could be downgraded if: (1) long-term revenue growth or profit margins become pressured; (2) Moody's expects debt/EBITDA leverage will remain above 7.0x (Moody's adjusted); (3) Moody's anticipates free cash flow to debt will decline to approaching 3.0%; (4) the company pursues aggressive shareholder-friendly financial policies, including leveraging acquisitions; or (5) the liquidity position of the company deteriorates significantly. Blackhawk Network Holdings, Inc. operates a physical and digital gift card as well as prepaid payments network. Based in Pleasanton, CA, and controlled by affiliates of private equity sponsors Silver Lake Partners and P2 Capital Partners since 2018, Blackhawk reported around $2.9 billion of revenue for the twelve months ended September 30, 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. BRIDLE PATH: Class 2 Unsecureds Owed $269K Will be Paid in Full --------------------------------------------------------------- Bridle Path Partners, LLC, submitted a Disclosure Statement related to the Debtor's Plan of Reorganization, dated Feb. 9, 2024. The Debtor is the owner of seven parcels of property located in Cache County, Utah, near Wellsville, Utah. Some of the parcels are located on the east side of Highway 89 and the other parcels are located on the west side of Highway 89 (the Property"). The parcels owned by the Debtor were purchased from two different prior owners. The first purchase from SHHP, LLC included 683.42 acres of open space and the second purchase from Kay and Mark Ballif included an additional 201 acres comprising the old Sherwood Hill golf course. The Debtor paid SHHP $3,500,000 for the 683.42 acres and $1,400,000 to the Ballif's for the 201 acres. In addition, the Debtor paid J. Simmons (the Hamilton Group, LLC) $3,100,000 in cash and signed an additional $5,000,000 promissory note to J. Simmons (Hamilton Group, LLC). Accordingly, the total paid for the properties was $13,000,000 ($8,000,000 in cash and $5,000,000 in a promissory note). As anticipated when the Debtor filed its Petition, the Debtor has generated little cash during the pendency of this case, primarily from the rental income from the Troy Lowe farming lease. Because of the nature of real estate developments, the Debtor anticipates that it will generate substantial income from the sale of lots and other business ventures on the Property. In the interim, the Debtor also anticipates receiving a substantial cash infusion from Lotus Acquisitions, LLC ("Lotus") to provide adequate protection or otherwise satisfy creditors' claims under the Plan. The effective date of the Plan is 30 days after the Confirmation Date as that term is defined in the Plan. The Plan provides for the continued operation of the Debtor after confirmation by the reorganized Debtor. Repayment of claims will be made from funds generated from the reorganized Debtor's operations, future revenue, cash on hand, additional financing, or any other source available to the reorganized Debtor. Expenses of administration, consisting of quarterly fees due to the USTP and attorneys' fees of the D&L will be paid on the effective date of the Plan. Holders of these administrative expenses may agree to be paid over some period of time after the effective date of the Plan. Ongoing operating and development expenses incurred post-petition by the Debtor will be paid as they come due. There is one disputed secured claim in this case, which shall be paid in full once it is allowed by the Court as set forth in the Plan. There are no priority tax claims in this case. The Debtor anticipates that the undisputed nonpriority unsecured claims of non-insiders will be paid in full within 30 days from the effective date of the Plan. Such payment under the Plan will be in full satisfaction of the respective unsecured claims of these creditors. No interest will be paid on the nonpriority unsecured claims. The Plan also provides for the treatment of a single disputed nonpriority unsecured claim. This creditor will receive no distribution under the Plan. Finally, equity members of the Debtor or reorganized Debtor will receive no distribution under the Plan on account of their equity interest until such time as all creditors with claims in this case are paid in full. Below are the unsecured claims with corresponding treatment: Class 2 - Undisputed Nonpriority Unsecured Claims. Class 2 contains the nonpriority unsecured claims listed in the Debtor's Schedule F, which includes the claims of Reeve & Associates, Inc. in the amount of $268,417 and Smith Harvigsen PLLC in the amount of $13,081. These creditors will be paid in full by the reorganized Debtor through funding which shall be provided by Lotus. In consideration for the payment to the reorganized Debtor used to pay these creditors, these creditors shall assign any and all of their rights, claims and interests arising from their claims against the Debtor to Lotus. No interest will be paid on these claims. Such payment under the Plan will be in full satisfaction of the respective unsecured claims of the creditors in Class 2. Class 2 is impaired. Class 3 - Disputed Nonpriority Unsecured Claim of the City of Wellsville. Class 3 contains the disputed claim of the City of Wellsville ("Wellsville"), which was not listed on the Debtor's original Schedule F because the Debtor did not believe that Wellsville was a creditor of the Debtor. Although Wellsville was aware of the Debtor's bankruptcy filing, Wellsville never filed a proof of claim in this case. Wellsville, however, was required to file a proof of claim under Rule 3003(c)(2) of the Fed. R. Bankr. P. The failure to timely file a proof of claim in this case means that Wellsville "shall not be treated as a creditor with respect to such claim for purposes of voting or distribution…." under the Plan. Class 3 is impaired. Attorneys for the Debtor: Andres Diaz, Esq. Timothy J. Larsen, Esq. DIAZ &LARSEN 757 East South Temple, Suite 201 Salt Lake City, UT 84102 Tel: (801) 596-1661 Fax: (801) 359-6803 Email: courtmail@adexpresslaw.com A copy of the Disclosure Statement dated Feb. 9, 2024, is available at https://tinyurl.ph/cFnRt from PacerMonitor.com. About Bridle Path Partners Bridle Path Partners, LLC, a company in Alpine, Utah, offers leather and hide tanning and finishing services. Bridle Path Partners filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Utah Case No. 23-23960) on Sept. 8, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Patrick B. Burns of Lync Construction, LLC, managing member of Bridle Path Partners, signed the petition. Judge Kevin R. Anderson oversees the case. Andres Diaz, Esq., at Diaz & Larsen represents Bridle Path Partners as legal counsel. C & M ELECTRICAL: Seeks to Hire Symphona LLP as Accountant ---------------------------------------------------------- C & M Electrical Contractors, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Symphona, LLP as its accountant. The accountant will be preparing and filing the Federal and State Subchapter S Corporation income tax returns for the year ending on Dec. 31, 2023 and related services. Symphona has agreed to accept a fee of $1,250 for its services. Joshua Wells, Tax Director at Symphona, LLP, assured the court that the his firm is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The firm can be reached through: Joshua Wells Symphona, LLP 1004 Hillcrest Parkway Dublin, GA 31021 Phone: (478) 353-1737 Email: josh.wells@symphona.us About C & M Electrical Contractors C & M Electrical Contractors, Inc., a company in Jefferson, Ga., provides electrical and mechanical solutions to governmental, industrial, commercial and agricultural sectors. C & M and affiliate, Esco Rental, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 22-20649) on July 14, 2022. At the time of the filing, C & M disclosed up to $1 million in assets and up to $10 million in liabilities while Esco Rental disclosed up to $1 million in assets and up to $500,000 in liabilities. Judge James R. Sacca oversees the cases. Benjamn Keck, Esq., at Keck Legal, LLC is the Debtors' legal counsel. CABALLERO SAND: Court Confirms Chapter 11 Plan ---------------------------------------------- Judge Mark X. Mullin has entered an order confirming the Amended Plan of Reorganization of Caballero Sand & Gravel, Inc. Under the Amended Plan of Reorganization, the Debtor proposes to restructure its current indebtedness and continue its operations to provide a dividend to the creditors of Debtor. The Debtor operates a Landscaping materials and trucking company. The Debtor has little in the way of inventory and accounts receivable, but does have land and equipment. The value of the Debtor's assets, if liquidated, would not provide a greater dividend to the unsecured creditors than proposed under this Plan. Under the Plan, Class 11 Claimants (Allowed Unsecured Creditors) are impaired and will be satisfied as follows: All unsecured creditors will share pro rata in the unsecured creditors pool. The Debtor will make monthly payments commencing 30 days after the Effective Date of $1,000 into the unsecured creditors' pool. The amount represents the Debtor's disposable income as that terms is defined in 11 U.S.C. s 1191(d). The Debtor will make distributions to the Class 11 creditors every 90 days commencing 90 days after the first payment into the unsecured creditors pool. The Debtor will make 36 payments into the unsecured creditors pool. The Class 11 creditors are impaired under this Plan. Debtor anticipates the continued operations of the business to fund the Plan. Counsel for Debtor: Eric A. Liepins, Esq. 12770 Coit Road Suite 850 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 A copy of the Disclosure Statement dated Feb. 9, 2024, is available at https://tinyurl.ph/wJwVA from PacerMonitor.com. About Caballero Sand & Gravel Caballero Sand & Gravel, Inc., is a landscape material supply company in Rhome, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 23-43032) on Oct. 4, 2023, with up to $50,000 in assets and up to $10 million in liabilities. Jose Caballero, president, signed the petition. Judge Mark X. Mullin oversees the case. Eric A. Liepins, Esq., is the Debtor's legal counsel. CAREISMATIC BRANDS: Court OKs Bid Rules for Sale of Assets ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey has given the go-signal for Careismatic Brands, LLC and its affiliates to solicit bids for their assets. Careismatic had earlier entered into a restructuring agreement, which contemplates a dual-track process to effectuate either (i) a sale of the equity of the reorganized companies or substantially all assets of the companies to the highest bidder or, in the event the sale yields no actionable bids, (ii) a plan of reorganization providing for the equitization of 100% of claims arising from the first lien loans. Under the court-approved bid procedures, the deadline for potential buyers to place their bids on the assets is on April 3, at 5:00 p.m. (prevailing Eastern Time). Each bid must clearly state what segment of the sale package (i.e. the new common stock of the reorganized companies or the assets) the bidder seeks to purchase. Potential buyers are required to provide a deposit, which is at least 10% of the purchase price. From the pool of these bids, a stalking horse bidder will be selected. The stalking horse bidder will receive expense reimbursement and a break-up fee of no more than 3% of the purchase price in the event it is not selected as the winning bidder at the auction scheduled for April 12, at 10:00 a.m. (prevailing Eastern Time). The sale to the winning bidder will be considered at a hearing set for April 30, at 2:30 p.m. (prevailing Eastern Time) or such other date as may be scheduled by the court. Objections to the sale are due by April 22, at 5:00 p.m. (prevailing Eastern Time). 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. CASUALTY UNDERWRITERS: A.M. Best Puts 'b' ICR Under Review ---------------------------------------------------------- AM Best has placed under review with negative implications the Financial Strength Rating of C++ (Marginal) and the Long-Term Issuer Credit Rating of "b" (Marginal) of Casualty Underwriters Insurance Company (CUIC) (Salt Lake City, UT). The Credit Ratings (ratings) have been placed under review with negative implications given deterioration in CUIC's overall level of risk-adjusted capitalization, as measured by Best's Capital Adequacy Ratio (BCAR), as well as its rising leverage measures and continued erosion in policyholders' surplus. Key balance sheet strength metrics have weakened primarily due to CUIC significantly expanding its business and overall risk exposure in several new states such as Oklahoma, Kansas, North Dakota and Idaho over the past few years and particularly through 2023. In response, management intends to execute one or more capital management strategies that are aimed at reducing CUIC's share of the risk exposure and strengthening its capital position. AM Best expects that these actions, if successfully implemented, could potentially improve the current leverage position. The ratings will remain under review until the impact of these initiatives on the company's rating fundamentals can be appropriately analyzed. Failure to execute or pursue these strategies as anticipated could lead to rating downgrades. CDNT HOLDINGS: Hires Robert Handler of Commercial Recovery as CRO ----------------------------------------------------------------- CDNT Holdings LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Robert Handler of Commercial Recovery Associates as CRO. The firm will provide these services: a. assist in the preparation, review and filing of the Debtor's bankruptcy schedules; b. develop a budget to support the chapter 11 process and negotiate and revise such budget based on input from the Secured Creditors; c. support the Debtor's plan confirmation process, including preparation of a liquidation analysis; d. assist the Debtor's with the preparation of monthly operating reports, cash collateral budgets, cash flow forecasts, and other reports as may be needed in the administration of the Chapter 11 Case; e. provide such specific valuation or other financial analyses as the Debtor's may require; f. provide testimony in court, including expert testimony, if necessary or as reasonably requested by counsel with respect to matters upon which the firm have provided advice or professional opinions; and g. provide such other support as may be reasonably requested by the Debtor's or its counsel that falls within the firm's expertise, experience, and capabilities that are mutually agreeable. The firm will be paid at these rates: Robert Handler, Partner $450 per hour John Servatius, Senior Director $350 per hour Laura Dellaca, Client Services $175 per hour For services in connection with the administration of the CDNT Creditors Trust and the CDNT Holdings Creditors Trust (the "ABC Trusts"), and the bankruptcy case, on December 5, 2023, the firm received a retainer of $20,000 from CDNT Holdings, LLC and on December 22, 2023, the firm received an additional retainer of $10,000 from the CDNT Holdings Creditor Trust. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Handler, a partner at Commercial Recovery Associates, 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: Robert P. Handler Commercial Recovery Associates, LLC 205 West Wacker Drive, Suite 918 Chicago, IL 60606 Telephone: (312) 845-5001 x221 Email: rhandler@com-rec.com About CDNT Holdings LLC CDNT Holdings LLC is a limited liability company in Illinois. CDNT Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-17222) on Dec. 23, 2023. In the petition filed by Robert Handler, as chief restructuring officer, the Debtor reported assets between $500,000 and $1 million and liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge David D. Cleary oversees the case. The Debtor is represented by William J. Factor, FactorLaw. CDNT INC: Hires Robert Handler of Commercial Recovery as CRO ------------------------------------------------------------ CDNT Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Robert Handler of Commercial Recovery Associates as CRO. The firm will provide these services: a. assist in the preparation, review and filing of the Debtor's bankruptcy schedules; b. develop a budget to support the chapter 11 process and negotiate and revise such budget based on input from the Secured Creditors; c. support the Debtor's plan confirmation process, including preparation of a liquidation analysis; d. assist the Debtor's with the preparation of monthly operating reports, cash collateral budgets, cash flow forecasts, and other reports as may be needed in the administration of the Chapter 11 Case; e. provide such specific valuation or other financial analyses as the Debtor's may require; f. provide testimony in court, including expert testimony, if necessary or as reasonably requested by counsel with respect to matters upon which the firm have provided advice or professional opinions; and g. provide such other support as may be reasonably requested by the Debtor's or its counsel that falls within the firm's expertise, experience, and capabilities that are mutually agreeable. The firm will be paid at these rates: Robert Handler, Partner $450 per hour John Servatius, Senior Director $350 per hour Laura Dellaca, Client Services $175 per hour For services in connection with the administration of the CDNT Creditors Trust and the CDNT Holdings Creditors Trust (the "ABC Trusts"), and the bankruptcy case, on December 5, 2023, the firm received a retainer of $20,000 from CDNT Holdings, LLC and on December 22, 2023, the firm received an additional retainer of $10,000 from the CDNT Holdings Creditor Trust. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Handler, a partner at Commercial Recovery Associates, 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: Robert P. Handler Commercial Recovery Associates, LLC 205 West Wacker Drive, Suite 918 Chicago, IL 60606 Telephone: (312) 845-5001 x221 Email: rhandler@com-rec.com About CDNT Inc. CDNT, Inc. is engaged in the business of wholesale distribution of tape products. The company is based in Chicago, Ill. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-17223) on December 23, 2023, with $900,000 in assets and $1,520,004 in liabilities. Robert Handler, chief restructuring officer, signed the petition. Judge David D. Cleary oversees the case. William J. Factor, Esq., at FactorLaw represents the Debtor as bankruptcy counsel. CENERGY LLC: Claims to be Paid From Available Cash & Sale Proceeds ------------------------------------------------------------------ Cenergy, LLC, and its affiliates filed with the U.S. Bankruptcy Court for the Western District of Wisconsin a Joint Disclosure Statement describing Plan of Reorganization dated February 26, 2024. The Debtors operate gas station convenience stores in the Eau Claire area and surrounding communities in Western Wisconsin. At the commencement of the case, the Debtors operated a total of 31 stores, but immediately rejected leases for 13 under-performing stores and closed those 13 stores within the first few weeks after the Petition Date. Prior to the Petition Date, the Debtors' management determined that continued operations of the 13 under-performing stores would eventually drain the resources of all 31 stores which would lead to the eventual failure of the entire company. Thus, a primary objective of these Cases was to efficiently cease operations at the under-performing stores, and to reorganize the Debtors' going forward operations around the remaining profitable stores. The Plan provides payment in full on account of all Allowed Secured Claims and Allowed Priority Claims, and distributions to general unsecured creditors substantially more than what those creditors are projected to receive if the Debtors assets were liquidated in chapter 7 proceedings. To fund distributions to unsecured creditors, the Debtors will immediately list for sale two parcels of real estate and devote proceeds of the sales to payment of unsecured claims. The Debtors also propose to distribute quarterly "Net Available Cash" according to a budget and formula as set forth in the cash flow projections attached to the Plan. Class 4 provides for payment of Allowed General Unsecured Claims from the following sources: (1) net proceeds (estimated to be $530,000) from the sales of the Cornell Store and Commercial Blvd Land real estate as described in connection with the treatment of the Waumandee State Bank claim in Class 3, and (2) Net Available Cash as calculated based upon the Cash Flow Projections. Class 5 provides for treatment of the equity interests in the Debtors. Debtors Cenergy, LLC and Cenergy II, LLC are wholly-owned by Debtor Consumers Cooperative Association of Eau Claire ("CCA"). The three entities will be collapsed and consolidated into CCA, and the Plan provides that all assets of Cenergy and Cenergy II shall vest in CCA as the Reorganized Debtor, and that all assets so vested shall provide for distributions on account of all claims due under the Plan. The holders of equity interests in CCA shall retain their equity interests and all related rights and attributes on and after the Effective Date. Based upon the liquidation analysis and the obligations of the Reorganized Debtor under the Plan, as of the Effective Date the equity interests in CCA will have only a nominal value. The Plan's implementation depends on (a) the sales of two parcels of real estate to generate an estimated $530,000 of net proceeds payable to general unsecured creditors, and (b) the Reorganized Debtor's operational income and net cash flows to pay secured and priority claims, and to fund additional distributions to general unsecured creditors to be paid on a quarterly basis for three years following the Effective Date. The Plan provides for the sale of two parcels of real estate: (1) the Cornell Store (estimated market value of $1,100,000) and the Commercial Blvd Land (estimated market value of $200,000). The Cornell Store is anticipated to be sold via a sale-and-leaseback transaction which will facilitate the liquidation and distribution of the equity in that real estate, while allowing the Reorganized Debtor to retain the benefit of positive cash flow from continued operations at the Cornell Store. While both parcels are fully encumbered by mortgages in favor of Waumandee State Bank, the Plan proposes to pay Waumandee $600,000 from the sale of Cornell and $50,000 from the sale of Commercial Blvd., leaving an estimated $530,000 of net cash from those sales to be paid to unsecured creditors. The Debtors' management anticipates that those sales and distributions will be completed by August 31, 2024. Currently, the Debtors operate a total of 18 stores, of which 13 are Holiday-brand stores. Five of the 13 Holiday brand stores are owned by Holiday affiliate Indianhead Oil (defined in the Plan as the "Holiday-brand Stores"). Shortly after the Effective Date, the Debtors will cease operating the five Holiday-brand Stores, leaving the Reorganized Debtor with 13 stores continuing in operation. Of those remaining 13 stores, eight stores are currently Holiday-brand franchise stores, and will be rebranded with the assistance of new fuel supplier U.S. Oil beginning shortly after the Effective Date, with the rebranding to be completed within 90 days or less following the Effective Date. The eight stores to be rebranded from Holiday to a new brand are referred to in the Plan as the "Transition Stores." A full-text copy of the Joint Disclosure Statement dated February 26, 2024 is available at https://urlcurt.com/u?l=jpbAB2 from PacerMonitor.com at no charge. Counsel to the Debtors: Craig E. Stevenson, Esq. DeWitt, LLP Two E. Mifflin Street, Ste. 600 Madison, WI 53703 Tel: (608) 252-9263 Fax: (608) 252-9243 Email: ces@dewittllp.com About Cenergy LLC Cenergy, LLC operate gas station convenience stores in the Eau Claire area and surrounding communities in Western Wisconsin. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wisc. Case No. 23-11558) on September 1, 2023. In the petition signed by K. Michael Buck, authorized individual, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Catherine J. Furay oversees the case. Craig E. Stevenson, Esq., at Dewitt LLP, represents the Debtor as legal counsel. CENERGY LLC: Court OKs Cash Collateral Access Thru June 1 --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Wisconsin authorized Cenergy, LLC and Consumers Cooperative Association of Eau Claire to use cash collateral on an interim basis, in accordance with the budget, through June 1, 2024. Oakwood Bank, the U.S. Small Business Administration, and Citizens Community Federal assert an interest in the Debtor's cash collateral. As set forth in the Budget, the Debtors agrees to continue making monthly payments to Oakwood Bank of $5,738 and to SBA of $731. The remaining CCF indebtedness is paid by DMG, a co-debtor with the Debtors, which will continue. The Debtors will: (a) not enter into any transactions outside the ordinary course of business without Court approval; (b) maintain insurance of the type and nature required under the relevant loan documents; (c) pay all post-petition employee withholding, sales, use, fuel, and other tax obligations as they come due; (d) maintain property in the same working condition as it was on the Petition Date; and (f) provide Oakwood Bank, SBA, and CCF with access for inspection of the Collateral upon reasonable notice. As adequate protection, the creditors are granted replacement liens, in the same priority and upon the same classifications of collateral each had pre-petition in the Debtors' personal property, except to the extent that any such collateral may be subject to valid, properly perfected, priority liens of prepetition purchase-money secured creditors. KLC is also granted a replacement perfected security interest under 11 U.S.C. section 361(2) to the extent of KLC Financial, Inc.'s prepetition liens and with the same priorities. The Post-Petition Liens are perfected as of the Petition Date. These events constitute an "Event of Default": a. Any failure to comply with a term or requirement of the Order; b. The dismissal of the pending bankruptcy cases; c. The appointment by the Court in any of the bankruptcy cases of a trustee to perform certain duties generally reserved to a debtor in possession; d. Cancellation or lapse of any of the Debtors' insurance policies that insure the Collateral; and e. Cessation of normal business operations by the Debtors. A copy of the order is available at https://urlcurt.com/u?l=Pap8md from PacerMonitor.com. About Cenergy, LLC Cenergy, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wisc. Case No. 23-11558) on September 1, 2023. In the petition signed by K. Michael Buck, authorized individual, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Catherine J. Furay oversees the case. Craig E. Stevenson, Esq., at Dewitt LLP, represents the Debtor as legal counsel. CENERGY LLC: Seeks to Hire Bauman Associates as Accountant ---------------------------------------------------------- Cenergy, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Bauman Associates, Ltd. as its accountant. The firm will render these services: a. assist in preparing the Debtors' 2021 consolidated tax returns; and b. handle the balloting for board of directors elections as required by the bylaws of Consumers Cooperative Association of Eau Claire. Bauman Associates will charge for their services at rates ranging from $100 to $450 per hour, with the tax preparation costs estimated at $7,000 to $9,000 total. The firm is a "disinterested person" within the meaning of 11 U.S.C Sec. 101(14), according to court filings. The firm can be reached through: Todd Kostman, CPA Bauman Associates, Ltd. 4229 Southtowne Dr. Eau Claire, WI 54701 Phone: (715) 833-2610 Email: toddkostman@baumancpa.com About Cenergy, LLC Cenergy, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wisc. Case No. 23-11558) on September 1, 2023. In the petition signed by K. Michael Buck, authorized individual, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Catherine J. Furay oversees the case. Craig E. Stevenson, Esq., at Dewitt LLP, represents the Debtor as legal counsel. CINEPLEX INC: Fitch Assigns 'B' First-Time IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has assigned Cineplex, Inc. a first-time Long-Term Issuer Default Rating (IDR) of 'B' and Stable Rating Outlook. Fitch has also assigned 'BB'/''RR1' ratings to Cineplex's CAD$100 million senior secured revolving credit facility and CAD$550 million senior secured notes. Cineplex's Long-Term IDR reflects the company's 75% share of the Canadian box office market, diversified revenue profile, effective monetization of its entertainment ecosystem and a solid attendance recovery trend since 2Q23. The rating is constrained by Cineplex's smaller scale, lower historical adjusted EBITDA margins and free cash flow generation relative to U.S. peers. Although its leverage is currently high, the company has a potential deleveraging path. KEY RATING DRIVERS Leading Market Share and Film Distribution: With a 75% share of the Canadian box office market, Cineplex has a solid market position that enables operating efficiencies and cost advantages at its theaters and location-based entertainment venues. This translates into theater-level cost-savings, maximization of revenue per patron, multiple movie format experiences for all budgets, granularity of market demographics and distribution leverage with film studios. Cineplex's diversified business mix goes beyond the traditional movie exhibition model by clustering non-movie entertainment options and media services, marking a difference versus other pure-players in the region, such as Landmark Cinema or Guzzo Cinemas. Video-Streaming Platform Competition: Since the pandemic, the theatrical film industry has experienced increasing competition from at-home distribution channels including direct-to-consumer (DTC) streaming services owned by film studios such as Disney+ or HBO Max. As part of their initial strategy to grow subscribers, these studios funneled certain films to their platforms, often bypassing the exclusive theatrical exhibition. However, the studios have recently stated their intent to return to a normalized theatrical release schedule after recognizing that releasing films directly to streaming platforms has not proven as profitable as expected, recognizing the economic relevance of the exclusive theatrical window. Highly Dependent on Film Studio Production: Movie theater exhibitors rely on the quality, quantity and timing of film production, which are beyond management's control. Throughout the pandemic, film studios delayed theatrical releases while redirecting certain titles to their own DTC offerings, with options ranging from day-and-date simultaneous releases on DTC platforms and theaters to theatrical releases only. Studios have since returned almost exclusively to theatrical releases of new films, although with a shortened theatrical window allowing for earlier transition to DTC platforms. Fitch believes that theatrical exhibition will remain a key attribute for film studios' large film releases (tent poles) going forward. Studios have said that theatrical exhibition allows for franchise branding, revenue opportunities and ultimately film longevity, helping to offset the high production and marketing costs of these projects. Diversified Entertainment Ecosystem: Cineplex's business strategy focuses on providing customers with many entertainment options while optimizing and diversifying its revenue mix and operational risks. Cineplex's diversification strategy evolved from geographical expansion, enhanced VIP movie theater experiences, expanded food offerings, and liquor service at selected cinemas. Cineplex offers non-movie entertainment options at its location-based entertainment (LBE) venues including The Rec Room (a social entertainment destination targeting millennials) and Playdium (targeting families and teens in mid-sized communities across Canada), and movie theater and online advertising through its media segment. Through its alternative programming, Cineplex offers international and non-theatrical content (e.g. Bollywood, sporting events and concerts) that rarely finds a home in the traditional national-chain multiplex. This reduces its dependence on Hollywood studios, while serving a more diverse audience, International Product as a percentage of total box office revenue increased to 10.0% in 2023 from 1.9% in 2013. The most recent diversification initiative focuses on digital commerce including its mobile app and Cineplex Online Store with a catalog of over 11,000 titles in digital formats available for at-home or on-demand distribution. In 2023, Cineplex generated 43% of total revenue from Box Office (versus 59% in 2012), 35% from Food Service, 9% from Media and 13% from Amusement and Other. Disrupted Film Production Cycle and Attendance Recovery: As a result of the pandemic and subsequent supply chain challenges, the film industry experienced a significant extension in the typical film creation cycle timeline (averaging about 31 months). Since the re-opening , theatrical films released in North America have increased from 401 movies released ($1.9 billion in box office) in FY20 to 580 movies in 2023 ($8.9 billion in box office). While box office performance is meeting Fitch's expectations for FY23, recovery levels are still below pre-pandemic levels. In 2023, the writers and actors' unions went on strike for over 110 days, contributing to the biggest interruption of content production in the American film and television industry. Fitch expects FY24 and FY25 to be crucial years for the industry with studios streamlining content-creation cycles and returning to a more normalized theatrical release schedule. Deleveraging Capacity: EBITDA leverage has significantly improved to approximately 4.7x (pro forma as of December 2023) from 8.7x in FY22. Similarly, EBITDAR leverage has improved to approximately 6.7x from 8.2x, driven by a higher top-line generation and a more effective post-pandemic cost-structure. Fitch expects Cineplex to continue building deleveraging capacity via EBITDA improvements and opportunistic debt repayment, in line with Cineplex's public target of a defined leverage ratio within 2.5x to 3.0x. DERIVATION SUMMARY Cineplex's ratings reflect its scale and market position as one of the largest entertainment companies in Canada. It combines theatrical film experiences with social entertainment destinations and advertising. Cineplex has a relatively smaller scale than its U.S. peers but more diversified and higher operating efficiencies. Cineplex has also lower historical run-rate EBITDA margins and FCF than Cinemark. KEY ASSUMPTIONS - For FY24, Fitch assumes a low-to-mid single digit decline in attendance as result of about $1.6 billion in film content being delayed and rescheduled to FY25. For FY25, Fitch assumes a full recovery, accounting for the delayed product from FY24, with the last two years growing at a low-to-single digit rate. - Fitch estimates box-office per patron at a low-single digit decrease in FY24, following the announced delays and rescheduling of film content. From FY25 and on, a low-to-mid single digit growth, assuming stable market conditions. - Concession per patron gradually increasing to 4.5% by the end of the projection, reflecting support from increased premium food offerings and expanded liquor license across locations. - The food delivery service is assumed to grow at low-single digit, assuming a modest but consistent demand from moviegoers at home. - LBE food service is assumed to grow at a mid-to-high single digit rate, supported by additional locations across Canada. - Adjusted EBITDA margin for the Film Entertainment and Content Segment decreasing in FY24 by about 13% y/y to 10.7% but then gradually increasing to 12.9% margin by the end of the projection. - For the Media segment, a mid-to-high revenue growth digit was assumed throughout the projection, in terms of EBITDA margin fluctuating from 52.7% to 55.0% by the end of the projected period. - For the Amusement segment, Fitch assumed the announced new LBE locations starting operations in FY24, growing revenue at a low-to-mid single digit rate, while EBITDA margins were maintained at current levels around low-to-mid-twenties. - Corporate overhead of 4.5% of revenues for FY24, gradually increasing to 5.0% in FY25 until the end of the projection. - Effective tax rate at 25% throughout the projected period. - Capex intensity at 5.50% in FY24 to reflect the investment in the new LBE locations to open in FY24. From FY25 and on, a 4.5% per annum. - $155 million of gross proceeds from the P1AG divestiture in FY24, and the refinancing of the existing capital structure of the company with the new revolving credit facility and senior secured notes, also reflecting a $100 million prepayment to the unsecured convertible notes, as part of the comprehensive refinancing plan. RECOVERY ANALYSIS The recovery analysis assumes Cineplex would be considered a going concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. - Adjusted EBITDA: Cineplex's going-concern EBITDA is based on a run-rate consolidated Adjusted EBITDA of $210 million, reflecting pre-pandemic operational levels, in line with the current recovery path and industry expectations in the upcoming years. Fitch then stresses EBITDA generation by assuming an accelerated 15% decline in attendance amounting to 43 million from a run-rate base of 50 million moviegoers (66 million attendance in 2019), slightly up ticket price and concession per patron levels, which don't offset assumed higher operating costs, resulting in high single-digit margins for the Film Entertainment and Content segment representing 60% of total adjusted EBITDA. For the Media and Amusement segments, Fitch maintained a 15% decline in revenue but with a 30% and a 20% decrease in Media and Amusement margins, respectively. This results in a GC EBITDA of $152 million or roughly a 28% stress versus its run-rate base. Prior recessions provide little precedent for a stress case as theatre attendance increased in six of the last eight recessions due to the fact that theatrical exhibition is a relatively cheap form of entertainment. However, the rise of alternative distribution platforms and streaming subscription plans with attractive entry-level offerings (e.g. Netflix, Hulu, Disney+, HBO Max etc.), including independent smaller format movies that are not dependent on exclusive theatrical windows, could place added pressure on theatrical exhibition in future downturns, particularly in urban areas where the cost of an average theater ticket might exceed $12. Fitch believes the theater loyalty programs like Cineplex's SCENE and CineClub programs could support attendance and higher per patron spending levels. - Multiple: Fitch employs a 5.5x enterprise value multiple to calculate post-reorganization valuation, roughly in-line with the median TMT emergence enterprise value/EBITDA multiple, and incorporates the following into its analysis: (1) Fitch's belief that theater exhibitors have a limited tangible asset value and that the business model bears the risk of being disrupted over the longer-term by alternative distribution models (e.g. Netflix typically releases films in theaters and to its streaming subscribers simultaneously, with some limited exceptions for awards contention); (2) Cineplex leading market position in Canada with a wide-array of movie theater formats and experiences, attractive content offerings (Hollywood and International film studios), and limited revenue diversification from media and other forms of entertainment; (3) Recent trading multiples (EV/EBITDA) in a range of 6x-17x; (4) Transaction multiples in a range of 9x (e.g. Cineworld Group plc acquired U.S. theater circuit Regal Entertainment for $5.8 billion in February 2018 for an LTM EBITDA purchase price multiple of roughly 9.0x. AMC purchased U.S. theater circuit Carmike for $1.1 billion in December 2016 for a purchase price multiple of 9.2x and AMC purchased international circuit Odeon and UCI for $1.2 billion in November 2016 at a purchase price multiple of 9.1x). - Fitch estimates an adjusted, distressed enterprise valuation of $836 million. - Debt: Fitch assumes a fully drawn revolver in its recovery analysis since credit revolvers are tapped when companies are under distress. In addition, the company has $550 million of first-lien senior secured notes pari-passu with the revolving credit facility, and $216 million of unsecured convertibles (proforma for a $100 million prepayment using proceeds from the latest divestiture). For Fitch's recovery analysis, leases are a key consideration. While Fitch does not assign recovery ratings for the company's operating lease obligations, it is assumed the company rejects 15% of its remaining $1.1 billion in operating lease commitments due to their significance to the operations in a going-concern scenario. This incorporates the importance of the leased space to the core business prospects as a going concern. - Cineplex had $766 million in total debt as of Dec. 31, 2023 (pro forma for the refinancing of its existing capital structure with the $550 million senior secured notes and a $100 million prepayment to the convertible notes using proceeds from the P1AG divestiture). - Under this scenario, the recovery value for the $100 million revolving credit facility and the $550 million of senior secured notes resulted in full recovery prospects at 'BB'/'RR1', reflecting an issue rating three notches above Cineplex's IDR. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Significant improvement in EBITDA margins in the low-to-mid teen digits, higher revenue and EBITDA contribution from its Media and Amusement segments, driving a higher free cash flow generation and notably increasing the scale of the company; - EBITDA leverage sustained below 5.5x and EBITDAR leverage sustained below 6.25x; - FCF margins sustained in the low-to mid-single digits. Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage sustained above 6.5x and EBITDAR leverage sustained above 7.25x; - Significant deterioration in Cineplex's liquidity position; - Increasing secular pressure as illustrated in sustained declines in attendance and/or concession spending per patron. LIQUIDITY AND DEBT STRUCTURE Adequate liquidity: As of Dec. 31, 2023, Cineplex's liquidity position was $272 million composed by $37 million in cash on balance and $235 million available under its existing RCF. Fitch expects FCF generation to gradually improve over the projected period in line with top-line and EBITDA recovery. The refinancing plan will meaningfully extend maturities at least three years for the new RCF, at least five years for the new senior secured notes and the converts to 2030 in exchange for a $100 million prepayment. ISSUER PROFILE Cineplex Inc. is one of Canada's largest entertainment organizations, with 1,631 screens in 158 movie theatres and 13 location-based entertainment venues from coast to coast. Cineplex also operates businesses in digital commerce, cinema media, and digital place-based media through its wholly owned subsidiaries. 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 ----------- ------ -------- Cineplex Inc. LT IDR B New Rating senior secured LT BB New Rating RR1 CITIGROUP 2024-INV1: Fitch Assigns 'B-sf' Rating on Class B-5 Certs ------------------------------------------------------------------- Fitch Ratings has assigned final ratings to the residential mortgage-backed certificates issued by Citigroup Mortgage Loan Trust 2024-INV1 (CMLTI 2024-INV1). Entity/Debt Rating Prior ----------- ------ ----- CMLTI 2024-INV1 A-1 LT AAAsf New Rating AAA(EXP)sf A-1-IO1 LT AAAsf New Rating AAA(EXP)sf A-1-IO2 LT AAAsf New Rating AAA(EXP)sf A-1-IO3 LT AAAsf New Rating AAA(EXP)sf A-1-IO4 LT AAAsf New Rating AAA(EXP)sf A-1-IO5 LT AAAsf New Rating AAA(EXP)sf A-1-IO6 LT AAAsf New Rating AAA(EXP)sf A-1A LT AAAsf New Rating AAA(EXP)sf A-1B LT AAAsf New Rating AAA(EXP)sf A-2 LT AAAsf New Rating AAA(EXP)sf A-2-IO1 LT AAAsf New Rating AAA(EXP)sf A-2-IO2 LT AAAsf New Rating AAA(EXP)sf A-2-IO3 LT AAAsf New Rating AAA(EXP)sf A-2-IO4 LT AAAsf New Rating AAA(EXP)sf A-2-IO5 LT AAAsf New Rating AAA(EXP)sf A-2-IO6 LT AAAsf New Rating AAA(EXP)sf A-2A LT AAAsf New Rating AAA(EXP)sf A-2B LT AAAsf New Rating AAA(EXP)sf A-3 LT AAAsf New Rating AAA(EXP)sf A-3-IO1 LT AAAsf New Rating AAA(EXP)sf A-3-IO2 LT AAAsf New Rating AAA(EXP)sf A-3-IO3 LT AAAsf New Rating AAA(EXP)sf A-3-IO4 LT AAAsf New Rating AAA(EXP)sf A-3-IO5 LT AAAsf New Rating AAA(EXP)sf A-3-IO6 LT AAAsf New Rating AAA(EXP)sf A-3A LT AAAsf New Rating AAA(EXP)sf A-3B LT AAAsf New Rating AAA(EXP)sf A-4 LT AAAsf New Rating AAA(EXP)sf A-4-IO1 LT AAAsf New Rating AAA(EXP)sf A-4-IO2 LT AAAsf New Rating AAA(EXP)sf A-4-IO3 LT AAAsf New Rating AAA(EXP)sf A-4-IO4 LT AAAsf New Rating AAA(EXP)sf A-4-IO5 LT AAAsf New Rating AAA(EXP)sf A-4-IO6 LT AAAsf New Rating AAA(EXP)sf A-4A LT AAAsf New Rating AAA(EXP)sf A-4B LT AAAsf New Rating AAA(EXP)sf A-5-IO1 LT AAAsf New Rating AAA(EXP)sf A-5-IO2 LT AAAsf New Rating AAA(EXP)sf A-5-IO3 LT AAAsf New Rating AAA(EXP)sf A-5-IO4 LT AAAsf New Rating AAA(EXP)sf A-5-IO5 LT AAAsf New Rating AAA(EXP)sf A-5-IO6 LT AAAsf New Rating AAA(EXP)sf A-5-IOX LT AAAsf New Rating AAA(EXP)sf A-6 LT AAAsf New Rating AAA(EXP)sf A-6-IO1 LT AAAsf New Rating AAA(EXP)sf A-6-IO2 LT AAAsf New Rating AAA(EXP)sf A-6-IO3 LT AAAsf New Rating AAA(EXP)sf A-6-IO4 LT AAAsf New Rating AAA(EXP)sf A-6-IO5 LT AAAsf New Rating AAA(EXP)sf A-6-IO6 LT AAAsf New Rating AAA(EXP)sf A-6A LT AAAsf New Rating AAA(EXP)sf A-6B LT AAAsf New Rating AAA(EXP)sf A-7 LT AAAsf New Rating AAA(EXP)sf A-7-IO1 LT AAAsf New Rating AAA(EXP)sf A-7-IO2 LT AAAsf New Rating AAA(EXP)sf A-7-IO3 LT AAAsf New Rating AAA(EXP)sf A-7-IO4 LT AAAsf New Rating AAA(EXP)sf A-7-IO5 LT AAAsf New Rating AAA(EXP)sf A-7-IO6 LT AAAsf New Rating AAA(EXP)sf A-7A LT AAAsf New Rating AAA(EXP)sf A-7B LT AAAsf New Rating AAA(EXP)sf A-8 LT AAAsf New Rating AAA(EXP)sf A-8-IO1 LT AAAsf New Rating AAA(EXP)sf A-8-IO2 LT AAAsf New Rating AAA(EXP)sf A-8-IO3 LT AAAsf New Rating AAA(EXP)sf A-8-IO4 LT AAAsf New Rating AAA(EXP)sf A-8-IO5 LT AAAsf New Rating AAA(EXP)sf A-8-IO6 LT AAAsf New Rating AAA(EXP)sf A-8A LT AAAsf New Rating AAA(EXP)sf A-8B LT AAAsf New Rating AAA(EXP)sf A-IO-S LT NRsf New Rating NR(EXP)sf B-1 LT AA-sf New Rating AA-(EXP)sf B-1-IO LT AA-sf New Rating AA-(EXP)sf B-1W LT AA-sf New Rating AA-(EXP)sf B-2 LT A-sf New Rating A-(EXP)sf B-2-IO LT A-sf New Rating A-(EXP)sf B-2W LT A-sf New Rating A-(EXP)sf B-3 LT BBB-sf New Rating BBB-(EXP)sf B-4 LT BB-sf New Rating BB-(EXP)sf B-5 LT B-sf New Rating B-(EXP)sf B-6 LT NRsf New Rating NR(EXP)sf PT LT NRsf New Rating NR(EXP)sf PT-1 LT NRsf New Rating NR(EXP)sf R LT NRsf New Rating NR(EXP)sf TRANSACTION SUMMARY The certificates are supported by 888 fixed-rate mortgages (FRMs) with a total balance of approximately $323.6 million as of the cut-off date. The loans were sold primarily by PennyMac Loan Services, LLC and originated by various mortgage originators. PennyMac Corp., PennyMac Loan Services, LLC and Fay Servicing, LLC (Fay) will be the servicers. Distributions of principal and interest (P&I) and loss allocations are based on a traditional senior-subordinate, shifting-interest structure. KEY RATING DRIVERS Updated Sustainable Home Prices (Negative): Due to Fitch's updated view on sustainable home prices, Fitch views the home price values of this pool as 11.0% above a long-term sustainable level (versus 9.4% on a national level as of 2Q23, up 1.8% since last quarter). Housing affordability is the worst it has been in decades, driven by both high interest rates and elevated home prices. Home prices increased 4.7% yoy nationally as of October 2023, despite modest regional declines, and are still being supported by limited inventory. Non-Owner-Occupied Loans (Negative): The pool consists of 68.5% investor properties and 31.5% of second homes. Of the loans in the pool, 98.9% are agency-conforming loans that were underwritten to Fannie Mae and Freddie Mac's guidelines and approved per Desktop Underwriter (DU) or Loan Product Advisor (LPA), Fannie Mae and Freddie Mac's automated underwriting systems, respectively. All investor property loans were underwritten to the borrower's credit risk, unlike investor cash flow loans, which are underwritten to the property's income. Fitch applies a 1.25x probability of default (PD) penalty for agency investor loans and a 1.60x PD penalty for investor loans underwritten to the borrower's credit risk. For the loss analysis of this pool, Fitch used a customized version of the U.S. RMBS loan loss model that has a 1.25x PD penalty for agency investor loans and a 1.60x PD penalty for investor loans underwritten to the borrower's credit risk. The 1.25x PD penalty was used only for the agency eligible loans (98.9%), with the remaining loans receiving a 1.60x PD penalty for being investor occupied. Post-crisis performance indicates that loans underwritten to DU/LPA guidelines have relatively lower default rates compared to normal investor loans used in regression data with all other attributes controlled. The implied penalty has been reduced to approximately 25% for investor agency loans in the customized model from approximately 60% for regular investor loans in the production model. High-Quality Mortgage Pool (Positive): The collateral consists of 888 loans, totaling $323.6 million and seasoned approximately six months in aggregate. The borrowers have a strong credit profile (770 FICO and 35.7% DTI) and high leverage (80.6% sustainable LTV [sLTV]). Single-family homes make up approximately 38.0% of the pool; PUDs, 39.9%; condos, 11.1%; and multifamily homes, 10.6%. Cashouts constitute only 6.5% of the pool, while purchases represent 90.7% and rate refinances, 2.8% (as determined by Fitch). Of the loans, 36.7% are exempt from the qualified mortgage (QM) rule standards, as they are loans on investor occupied homes that are for business purposes. The remaining 63.3% are able to qualify as higher-price (Average Prime Offer Rate[APOR]) or QM safe-harbor (Average Prime Offer Rate [APOR]) loans. Roughly 72.7% of the pool being originated by a retail channel. Three loans in the pool are over $1 million, and the largest loan has a current balance of $1.13 million. Approximately 15.9% of the pool is concentrated in Florida. The largest MSA concentration is in the Los Angeles-Long Beach-Santa Ana, CA MSA (3.8%), followed by the Phoenix-Mesa-Scottsdale, AZ MSA (3.6%) and the New York-Northern New Jersey-Long Island, NY-NJ-PA MSA (3.5%). The top three MSAs account for 11% of the pool. As a result, there was no PD penalty for geographic concentration. Shifting-Interest Structure with Full Advancing (Mixed): The mortgage cash flow and loss allocation are based on a senior-subordinate, shifting-interest structure, whereby the subordinate classes receive only scheduled principal and are locked out from receiving unscheduled principal or prepayments for five years. The lockout feature helps to maintain subordination for a longer period should losses occur later in the life of the deal. The applicable credit support percentage feature redirects subordinate principal to classes of higher seniority if specified credit enhancement (CE) levels are not maintained. Citigroup Global Markets Realty Corp. (CGMRC) will provide full advancing for the life of the transaction for loans serviced by Fay. PennyMac will provide full advancing for the life of the transaction for loans it services. To the extent CGMRC and PennyMac fail to make an advance, U.S. Bank Trust Company, National Association, as trust administrator, will be obligated to advance such amounts to the trust. While this helps the liquidity of the structure, it also increases the expected loss due to unpaid servicer advances. To help mitigate tail risk, which arises as the pool seasons and fewer loans are outstanding, a subordination floor of 1.40% of the original balance will be maintained for the senior notes, and a subordination floor of 0.95% of the original balance will be maintained for the subordinate notes. Additionally, the stepdown tests do not allow principal prepayments to subordinate bondholders in the first five years following deal closing. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Fitch incorporates a sensitivity analysis to demonstrate how the ratings would react to steeper market value declines (MVDs) than assumed at the MSA level. Sensitivity analyses was conducted at the state and national levels to assess the effect of higher MVDs for the subject pool as well as lower MVDs, illustrated by a gain in home prices. This defined negative rating sensitivity analysis demonstrates how the ratings would react to steeper MVDs at the national level. The analysis assumes MVDs of 10.0%, 20.0% and 30.0% in addition to the model-projected 42.1% at 'AAA'. The analysis indicates that there is some potential rating migration with higher MVDs for all rated classes, compared with the model projection. Specifically, a 10% additional decline in home prices would lower all rated classes by one full category. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Fitch incorporates a sensitivity analysis to demonstrate how the ratings would react to steeper MVDs than assumed at the MSA level. Sensitivity analyses was conducted at the state and national levels to assess the effect of higher MVDs for the subject pool as well as lower MVDs, illustrated by a gain in home prices. This defined positive rating sensitivity analysis demonstrates how the ratings would react to positive home price growth of 10% with no assumed overvaluation. Excluding the senior class, which is already rated 'AAAsf', the analysis indicates there is potential positive rating migration for all of the rated classes. Specifically, a 10% gain in home prices would result in a full category upgrade for the rated class excluding those being assigned ratings of 'AAAsf'. This section provides insight into the model-implied sensitivities the transaction faces when one assumption is modified, while holding others equal. The modeling process uses the modification of these variables to reflect asset performance in up and down environments. The results should only be considered as one potential outcome, as the transaction is exposed to multiple dynamic risk factors. It should not be used as an indicator of possible future performance. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as prepared by StimusAMC. The third-party due diligence described in Form 15E focused on credit, compliance, and property valuation. Fitch considered this information in its analysis and, as a result, Fitch made the following adjustment(s) to its analysis: a 5% credit at the loan level for each loan where satisfactory due diligence was completed. This adjustment resulted in a 39bps reduction to the 'AAAsf' expected loss. DATA ADEQUACY Fitch also utilized data files that were made available by the issuer on its SEC Rule 17g-5 designated website. The loan-level information Fitch received was provided in the American Securitization Forum's data layout format. COAST TO COAST: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Coast to Coast Leasing, LLC 566 Rock Road Dr - Unit #3 East Dundee, IL 60118-2447 Business Description: The Debtor is part of the general freight trucking industry. Chapter 11 Petition Date: March 1, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-03056 Judge: Hon. Jacqueline P. Cox Debtor's Counsel: David P Leibowitz, Esq. LAW OFFICES OF DAVID P. LEIBOWITZ, LLC 3478 N Broadway St Unit 234 Chicago, IL 60657-6968 Tel: (312) 662-5750 Email: dleibowitz@lakelaw.com Total Assets: $9,989,000 Total Debts: $19,167,713 The petition was signed by Hristo Angelo as member. 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/RL4W33A/Coast_to_Coast_Leasing_LLC__ilnbke-24-03056__0001.0.pdf?mcid=tGE4TAMA COMMSCOPE HOLDING: Incurs $1.45 Billion Net Loss in 2023 -------------------------------------------------------- CommScope Holding Company, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $1.45 billion on $5.79 billion of net sales for the year ended Dec. 31, 2023, compared to a net loss of $1.28 billion on $7.52 billion of net sales for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $9.37 billion in total assets, $11.18 billion in total liabilities, $1.16 billion in series A convertible preferred stock, and a total stockholders' deficit of $2.97 billion. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001517228/000095017024022519/comm-20231231.htm On Feb. 29, 2024 CommScope issued a press release relating to its financial results for the fourth quarter of 2023 and full fiscal year 2023. Management Comments "As we closed a challenging year, CommScope net sales declined 23% from the prior year to $5.79 billion and delivered adjusted EBITDA at the midpoint of our range at $1.02 billion down 18% from the prior year. As previously discussed, all of our businesses had significant pressure by year end. In addition to the challenges we have been experiencing in CCS, OWN and ANS, we have started to see similar adjustments in the NICS business as customers continued to digest inventory. Although we believe there will be a market recovery in the second half of 2024, visibility continues to be limited on the timing and extent of that recovery. As stated, we are targeting an additional $100 million of cost savings in early 2024. Our cost actions as well as our investments in capacity that we have implemented will better position us when demand returns to more normalized levels," said Chuck Treadway, president and chief executive officer. "For the fourth quarter, CommScope reported consolidated net sales of $1.186 billion, a decrease of 38% from the prior year, driven by declines in all of the segments. As a result of lower revenues, adjusted EBITDA of $191 million, declined 49% versus prior year. Adjusted EPS was a loss of $0.02 per share. As we turn our focus to 2024, based on the lack of visibility on timing of a market recovery, we are not providing updated 2024 annual guideposts at this time. As we continue to deal with lower market demand, we would expect that the first quarter Core adjusted EBITDA to be in the range of $100 to $125 million," said Kyle Lorentzen, chief financial officer. As previously announced, in the fourth quarter of 2023, CommScope entered into an agreement with Vantiva SA to divest of its Home business. As a result, unless otherwise noted, these financial results relate to CommScope's continuing operations, which include the Company's remaining four operating segments: CCS, OWN, NICS and ANS. For all periods presented, amounts have been recast to reflect these changes. The divestiture of Home closed on Jan. 9, 2024. Impacts of Current Economic Conditions In 2023, macroeconomic factors such as higher interest rates and concerns about continued inflation and a global economic slow-down softened demand for CommScope's products, with certain customers reducing purchases as they right-sized their inventories and others pausing capital spending. This negatively impacted net sales in the Company's CCS, OWN and ANS segments in 2023 and may continue to have a material negative impact on net sales into at least the first half of 2024. Conversely, in the Company's NICS segment, CommScope saw higher demand and favorable pricing impacts that partially offset the impact of lower demand in its other segments for the full year 2023. However, NICS segment net sales were down in the fourth quarter of 2023 as the Company saw order rates decline as channel partners paused to digest inventory. CommScope saw lower input costs across most of its segments as inflation settled during the year. The Company proactively implemented cost savings initiatives that favorably impacted its profitability in 2023 and should enable CommScope to take advantage of the expected recovery in demand in the second half of 2024. Fourth Quarter Results and Comparisons Net sales in the fourth quarter of 2023 decreased 38.4% year-over-year to $1.186 billion due to lower net sales in the CCS, NICS, OWN and ANS segments. Net sales decreased across all regions in the fourth quarter of 2023. Loss from continuing operations of $339.0 million, or $(1.67) per share, in the fourth quarter of 2023, decreased compared to the prior year period's loss from continuing operations of $1.061 billion, or $(5.16) per share. In the fourth quarter of 2023, the Company recorded goodwill impairment charges in the ANS and CCS segments of $46.3 million and $99.1 million, respectively, related to the ANS and BDCC reporting units, respectively. In the fourth quarter of 2022, the Company recorded a goodwill impairment charge in the ANS segment of $1.120 billion related to the ANS reporting unit. Asset impairment charges are not reflected in non-GAAP adjusted results. Non-GAAP adjusted net income (loss) for the fourth quarter of 2023 was $(3.9) million, or $(0.02) per share, versus $138.1 million, or $0.55 per share, in the fourth quarter of 2022. Non-GAAP adjusted EBITDA decreased 49.2% to $190.7 million in the fourth quarter of 2023 compared to the same period last year. Non-GAAP adjusted EBITDA as a percentage of net sales decreased to 16.1% in the fourth quarter of 2023 compared to 19.5% in the same prior year period. Core segment adjusted EBITDA decreased 47.8% to $198.9 million in the fourth quarter of 2023 compared to the same prior year period. Core segment adjusted EBITDA as a percentage of net sales decreased to 16.8% in the fourth quarter of 2023 compared to 19.8% in the same prior year period. Core segment adjusted EBITDA reflects the results of the Company's CCS, OWN, NICS and ANS segments, in the aggregate, and excludes general corporate costs that were previously allocated to the Home segment and are now classified as continuing operations, since the costs were not directly attributable to the discontinued operations of the Home segment. About CommScope Holding Headquartered in Hickory, North Carolina, CommScope Holding Company, Inc. -- https://www.commscope.com -- is a global provider of infrastructure solutions for communication, data center and entertainment networks. The Company's solutions for wired and wireless networks enable service providers, including cable, telephone and digital broadcast satellite operators and media programmers to deliver media, voice, Internet Protocol (IP) data services and Wi-Fi to their subscribers and allow enterprises to experience constant wireless and wired connectivity across complex and varied networking environments. CommScope reported a net loss of $462.6 million in 2021, and net loss of $573.4 million in 2020. For the nine months ended Sept. 30, 2023, the Company incurred a net loss of $925.7 million. * * * As reported by the TCR on Nov. 22, 2023, S&P Global Ratings lowered its issuer credit rating on Network infrastructure provider CommScope Holding Co. Inc. to 'CCC' from 'B-' and removed the ratings from CreditWatch with negative implications, where they were placed on Oct. 31, 2023. S&P revised the outlook to negative. The negative outlook reflects S&P's view that CommScope's expected weak financial performance of leverage above the 10x area and low FOCF generation in 2023 and 2024 will increase the risk of a distressed exchange or buyback within the next 12 months to address upcoming maturities. CONCRETE SOLUTIONS: Unsecureds to Get Total Payment of $86.5K ------------------------------------------------------------- Concrete Solutions & Supply submitted a Second Amended Chapter 11 Plan. The Debtor's personal property assets include accounts with a balance of $34,203 (as of September 30, 2023), monies on hand at the stores typically at $1,000, and collectable receivables of approximately $50,000 with total receivables at $75,796 (as of September 30, 2023). Under the Plan, Class 2 consists of General unsecured claims (including the under-secured portion of U.S. Bank's claim). Total scheduled is $562,853.07. Total claims filed is $174,042.24. Reconciled amount scheduled and claims filed is $578,366.22 Pymt interval: Monthly starting at month 12 with a payment amount of $1,767 for the class. Years 2 to 5 with monthly payments of $1,767. Total payments $86,583. Percentage: 15% of reconciled claims; 15% of total scheduled claims; and 50% of total claims filed. The failure to pay the stated payout percentage for any reason shall not constitute a default. The Debtor is paying a stated amount of money not a specific percentage. Often amended claims assert higher amounts, secured claims can be rendered unsecured and rejection or lessor claims may increase the claim amounts of this class. For any unsecured creditor whose claim includes a claim for attorneys' fees and costs: The Bankruptcy Court must approve any claim for attorneys' or costs and/or any other charges other than principal and interest, incurred through the Effective Date and it must approve the reasonableness of such fees and/or any other charges with the motion seeking approval filed no later than 60 days following entry of an order confirming this Plan. Failure to seek such review shall constitute a waiver of all such fees and or other charges. If any unsecured creditor holds a note that provides for payment of attorney's fees and costs, such provision is hereby voided. Class 2 is impaired. The Plan will be funded by the Debtor's business operation and by the new value contribution. Attorneys for Debtor-in-Possession: Steven R. Fox, Esq. THE FOX LAW CORPORATION, INC. 17835 Ventura Blvd., Ste 306 Encino, CA 91316 Tel: (818) 774-3545 Fax: (818) 774-3707 E-mail: srfox@foxlaw.com A copy of the Chapter 11 Plan dated Feb. 9, 2024, is available at https://tinyurl.ph/EuOhX from PacerMonitor.com. About Concrete Solutions & Supply Concrete Solutions & Supply supplies concrete restoration products and rents concrete restoration machinery and equipment largely to sub-contractors and to property owners from two store locations in Newbury Park and Fullerton, California. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-bk-10314) on April 25, 2023. In the petition signed by Alton Anderson, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Ronald A. Clifford III oversees the case. Steven R. Fox, Esq., at The Fox Law Corporation Inc., is the Debtor's legal counsel. CORENERGY INFRASTRUCTURE: Unsecured Creditors Unimpaired in Plan ---------------------------------------------------------------- CorEnergy Infrastructure Trust, Inc., filed with the U.S. Bankruptcy Court for the Western District of Missouri a Plan of Reorganization dated February 25, 2024. The Debtor proposes this Plan pursuant to Section 1121(a) of the Bankruptcy Code for the resolution of outstanding Claims against, and Interests in, the Debtor. The Plan contemplates certain transactions and differing treatment for different Classes of Claims and Interests, including, without limitation, the following treatment of these Holders of Claims and Interests: * Secured Claims: On the Effective Date, or as soon as reasonably practicable thereafter, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, such Allowed Secured Claim, each Holder thereof shall receive, at the election of the Debtor or Reorganized Debtor, as applicable: (a) payment in full in Cash; (b) the collateral securing its Allowed Secured Claim; (c) Reinstatement of its Allowed Secured Claim; or (d) such other treatment rendering its Allowed Secured Claim Unimpaired in accordance with Section 1124 of the Bankruptcy Code. * Other Priority Claims: On the Effective Date, or as soon as reasonably practicable thereafter, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, such Allowed Other Priority Claim, each Holder thereof shall receive, at the election of the Debtor or Reorganized Debtor, as applicable, payment in full in Cash or otherwise receive treatment consistent with the provisions of Section 1129(a)(9) of the Bankruptcy Code, either (a) on the Effective Date or (b) on the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed Other Priority Claim. * General Unsecured Claims: In full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, such Allowed General Unsecured Claim, each Holder thereof shall receive, at the election of the Debtor or Reorganized Debtor, as applicable, Payment in full in Cash on account of such Claim either (a) on the Effective Date or (b) on the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim. * Common Stock: On the Effective Date, or as soon as reasonably practicable thereafter, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, such Allowed Common Stock, each Holder thereof shall receive Cash in the amount its Pro Rata share of the liquidation value of the Debtor as set forth on Exhibit D to the Disclosure Statement, which amount is estimated to be $0.00 and the Common Stock will be cancelled. Class 3 consists of General Unsecured Claims. In full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, such Allowed General Unsecured Claim, each Holder thereof shall receive, at the election of the Debtor or Reorganized Debtor, as applicable, Payment in full in Cash on account of such Allowed General Unsecured Claim either (a) on the Effective Date or (b) on the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim. Class 3 is Unimpaired. The Debtor shall fund distributions under the Plan with Cash on hand, including Cash from operations. The Reorganized Debtor will pay or cause to be paid the Cash payments to be made pursuant to the Plan. From and after the Effective Date, the Reorganized Debtor, subject to any applicable limitations set forth in any post-Effective Date agreement, shall have the right and authority without further order of the Bankruptcy Court to raise additional capital and obtain additional financing as the Reorganized Debtor deems appropriate. A full-text copy of the Plan of Reorganization dated February 25, 2024 is available at https://urlcurt.com/u?l=t5j5BJ from PacerMonitor.com at no charge. Proposed Counsel for the Debtor: Mark T. Benedict, Esq. HUSCH BLACKWELL LLP 4801 Main Street Suite 100 Kansas City, MO 64112 Tel: 816-983-8000 Fax: 816-983-8080 Email: mark.benedict@hsuchblackwell.com About CorEnergy Infrastructure CorEnergy Infrastructure Trust, Inc. is a Maryland corporation formed in 2005 as a Business Development Company under the Investment Company Act of 1940, but since 2012 has operated for tax purposes as a real estate investment trust ("REIT"). Its stock is publicly traded and widely held, and it operates under the oversight of a board of directors that meets the independence standards of the New York Stock Exchange. Since its conversion to a REIT in 2012, CorEnergy has focused on owning and leasing energy midstream infrastructure and operating energy midstream companies. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 24-40236) on February 25, 2024, with $14,492,662 in assets and $118,415,403 in liabilities. David J. Schulte, officer, signed the petition. Judge Cynthia A. Norton oversees the case. Mark T. Benedict, Esq. of HUSCH BLACKWELL LLP represents the Debtor as legal counsel. COTTONWOOD FINC'L: March 13 Deadline Set for Panel Questionnaires ----------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of Cottonwood Financial, Ltd., et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/z7dec6sj and return by email it to Asher Bublick -- asher.bublick@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Wednesday, March 13, 2024. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Cottonwood Financial Cottonwood Financial Ltd. operate one of the largest privately held retail consumer finance companies in the United States. Through its Cash Store brand, the Company offers customers an array of financial products and consumer-lending services, including single payment cash advances, installment cash advances and title loans. The Company utilizes 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. Cottonwood Financial and four of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Tex Case No. 24-80035) on Feb. 24, 2024. In the petition filed by Karen G. Nicolaou, chief restructuring officer, the Debtor reports assets of $0 to $50,000 and liabilities of $50 million to $100 million. Hon. Scott W Everett presides over the cases. Gray Reed is the Debtors' counsel. HMP Advisory Holdings, LLC dba Harney Partners is the Debtors' financial advisor. CRYPTO CO: AllFi Technologies Completes License Deal ---------------------------------------------------- The Crypto Company announced the successful completion of a license agreement by and between AllFi Technologies, Inc., a subsidiary of the Company, and AllFi Holdings LLC, marking a pivotal moment in its journey towards innovation and growth. Through this strategic move, AllFi Tech has granted exclusive rights to AllFi Holdings LLC for the utilization of the AllFi brand. In a collaborative effort, AllFi Tech has aligned forces with AllFi Holdings to empower the underbanked and unbanked communities through accessible financial solutions. This agreement signifies a crucial step forward in the mission to bridge the gap in financial inclusion. As part of this development, TCC and TelBill have terminated their Code Licensing Commerical Agreement dated as of Aug. 29, 2023, thereby streamlining operations and optimizing TCC resources. "This licensing deal marks a milestone for us," stated Ron Levy, CEO of The Crypto Company. "We are proud to empower AllFi Holdings in our mutual mission to reach underserved communities by promoting financial inclusion, while also empowering growth and recognition of the AllFi brand." Under the License Agreement, AllFi Tech will receive royalties for the utilization of the AllFi brand. With a steadfast focus on blockchain, smart contracts, and artificial intelligence, TCC remains dedicated to pioneering advancements through emerging technologies that redefine the landscape of finance and marketing. About Crypto Company Malibu, Calif.-based The Crypto Company -- https://www.thecryptocompany.com/ -- is engaged in the business of providing consulting services and education for distributed ledger technologies, for the building of technological infrastructure, and enterprise blockchain technology solutions. Crypto Company reported a net loss of $5.66 million in 2022, a net loss of $785,630 in 2021, and a net loss of $2.82 million in 2020. As of March 31, 2023, the Company had $1.38 million in total assets, $5.02 million in total liabilities, and a total stockholders' deficit of $3.64 million. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 14, 2023, citing that the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. The Company has incurred significant losses and experienced negative cash flows since inception. As of Sept. 30, 2023, the Company had cash of $20,435. In addition, the Company's net loss was $3,922,996 for the nine months ended Sept. 30, 2023, and the Company's had a working capital deficit of $5,048,726. As of Sept. 30, 2023, the accumulated deficit amounted to $43,454,431. The Company said that as a result of the Company's history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. CS MIDTOWN: Seeks to Hire Evans & Mullinix as Bankruptcy Counsel ---------------------------------------------------------------- CS Midtown, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to hire Evans & Mullinix, P.A. to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Colin N. Gotham $350 Paralegals $125 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer totaling $20,000 from the Debtor. Colin Gotham, Esq., an attorney at Evans & Mullinix, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Colin N. Gotham, Esq. EVANS & MULLINIX, PA 7225 Renner Road, Suite 200 Shawnee, KS 66217 Telephone: (913) 962-8700 Facsimile: (913) 962-8701 Email: cgotham@emlawkc.com About CS Midtown, LLC CS Midtown, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Missouri Case No. 24-40175) on Feb 12, 2024, listing $1,000,001 to $10 million in both assets and liabilities. Judge Brian T Fenimore presides over the case. Andrea M. Chase, Esq. at Spencer Fane LLP represents the Debtor as counsel. CURO GROUP: Long Focus Capital, 4 Others Report Equity Stakes ------------------------------------------------------------- Long Focus Capital Management, LLC disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that, as of December 31, 2023, it beneficially owned shares of Curo Group Holdings Corp.'s Common Stock, along with its affiliated entities. The beneficial ownership of each entity is as follows: Reporting Persons Shares Owned Percent of Class Long Focus Capital 3,396,130 8.2% Management LLC Long Focus Capital 1,920,809 4.7% Master, Ltd. Condagua, LLC 1,475,321 3.6% John B. Helmers 3,396,130 8.2% A. Glenn Helmers 1,475,321 3.6% Long Focus Capital Management, LLC, John B. Helmers, and A. Glenn Helmers directly own no shares of Common Stock. A. Glenn Helmers controls Condagua, LLC. Pursuant to an investment management agreement, Long Focus Capital Management, LLC maintains investment and voting power with respect to the shares of Common Stock held by Long Focus Capital Master, Ltd. John B. Helmers controls Long Focus Capital Management, LLC, and maintains investment and voting power with respect to the shares of Common Stock held by Condagua, LLC. A full-text copy of the Report is available at http://tinyurl.com/mr2a7hma About Curo Group Headquartered in Chicago, IL, Curo Group Holdings Corp. is a tech-enabled, omni-channel consumer finance company serving a full spectrum of non-prime, near-prime and prime consumers in portions of the U.S. and Canada. CURO was founded over 25 years ago to meet the growing needs of consumers looking for alternative access to credit. The Company continuously updates its products and technology platform to offer a variety of convenient, accessible financial and loan services. Curo Group reported a net loss of $185.48 million for the year ended Dec. 31, 2022. As of Dec. 31, 2022, the Company had $2.79 billion in total assets, $2.84 billion in total liabilities, and a total stockholders' deficit of $54.13 million. * * * As reported by the TCR on February 8, 2024, S&P Global Ratings lowered its long-term issuer credit rating on Curo Group Holdings Corp. to 'CCC-' from 'CCC+'. The outlook is negative. S&P also lowered its issue ratings on the company's 1.5-lien notes to 'CC' from 'CCC' and on the company's junior notes to 'C' from 'CCC-'. S&P said, "We expect Curo could default on its interest payments in the next six months. As of Jan. 31, 2024, the company reported it had potentially breached its minimum liquidity covenant of $75 million. Curo had $84.6 million of unrestricted cash on balance sheet as of Dec. 31, 2023. The company has to make $37.5 million of combined interest payments on its 1.5-lien notes and junior secured notes on a semiannual basis, and we think that even if Curo successfully amended the grace period for the 1.5-lien notes to 30 days, it could have insufficient liquidity within six months." Meanwhile, Moody's Investors Service has downgraded Curo Group Holdings Corp.'s corporate family rating to Ca from Caa2. The senior secured debt rating was downgraded to Caa3 from Caa1 and the senior unsecured rating was downgraded to C from Caa3. The outlook remains negative. CYTOSORBENTS CORP: Avenir Corp., 2 Others Report 6.87% Equity Stake ------------------------------------------------------------------- Avenir Corporation, Peter C. Keefe and James H. Rooney disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially owned 3,051,402 shares of CytoSorbents Corporation's common stock, representing 6.87% of the shares outstanding. Avenir is an investment adviser registered under the Investment Advisers Act of 1940, as amended. Keefe and Rooney are portfolio managers and shareholders of Avenir. A full-text copy of the Report is available at http://tinyurl.com/2s4rwtfu About CytoSorbents Based in Monmouth Junction, N.J., CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb, is approved in the European Union with distribution in more than 75 countries around the world as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" seen in common critical illnesses that may result in massive inflammation, organ failure and patient death. In its Quarterly Report on Form 10-Q, Cytosorbents said that there is substantial doubt about its ability to continue as a going concern within the next 12 months. As of Sept. 30, 2023, the Company's cash position was approximately $10.0 million, with cash and cash equivalents of approximately $8.4 million, and approximately $1.7 million in restricted cash, which is not expected to fund the Company's operations beyond 12 months from the issuance of the financial statements. The Company had $47.57 million in total assets, $29.06 million in total liabilities, and $18.51 million in total stockholders' equity as of Sept. 30, 2023. CYTOSORBENTS CORP: Granahan Investment Holds 6.93% Stake -------------------------------------------------------- Granahan Investment Management, LLC disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, it beneficially owned 3,618,143 shares of CytoSorbents Corporation's common stock, representing 6.93% of the shares outstanding. All of the Shares are owned by various investment advisory clients of Granahan Investment Management LLC, which is deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, due to its discretionary power to make investment decisions over such shares and/or its ability to vote such shares. A full-text copy of the Report is available at http://tinyurl.com/377s6vee About CytoSorbents Based in Monmouth Junction, N.J., CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb, is approved in the European Union with distribution in more than 75 countries around the world as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" seen in common critical illnesses that may result in massive inflammation, organ failure and patient death. In its Quarterly Report on Form 10-Q, Cytosorbents said that there is substantial doubt about its ability to continue as a going concern within the next 12 months. As of Sept. 30, 2023, the Company's cash position was approximately $10.0 million, with cash and cash equivalents of approximately $8.4 million, and approximately $1.7 million in restricted cash, which is not expected to fund the Company's operations beyond 12 months from the issuance of the financial statements. The Company had $47.57 million in total assets, $29.06 million in total liabilities, and $18.51 million in total stockholders' equity as of Sept. 30, 2023. CYXTERA TECHNOLOGIES: Lumen Ceases Ownership of Class A Shares -------------------------------------------------------------- Lumen Technologies, Inc. disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, it has ceased to beneficially own shares of Cyxtera Technologies, Inc.'s Class A common stock. A full-text copy of the Report is available at http://tinyurl.com/ycyfyn9t About Cyxtera Technologies Headquartered in Coral Gables, Fla., Cyxtera Technologies, Inc. -- https://www.cyxtera.com/ -- is a global data center company providing retail colocation and interconnection services. The Company provides a suite of connected and automated infrastructure and interconnection solutions to more than 2,300 enterprises, service providers and government agencies around the world -- enabling them to scale faster, meet rising consumer expectations and gain a competitive edge. Cyxtera and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-14853) on June 4, 2023. In the petition signed by Eric Koza, chief restructuring officer, the Debtor disclosed up to $131 million in assets and up to $2.679 billion in liabilities. Judge John K. Sherwood oversees the case. The Debtors tapped Kirkland and Ellis LLP and Kirkland and Ellis International LLP as general bankruptcy counsel, Cole Schotz P.C. as co-bankruptcy counsel, Guggenheim Securities, LLC as investment banker, AlixPartners LLP as restructuring advisor, and Kurtzman Carson Consultants LLC as noticing and claims agent. An ad hoc group of first lien lenders is represented by Gibson, Dunn & Crutcher LLP as legal counsel and Houlihan Lokey, Inc., as financial advisor. On June 20, 2023, the U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors. The committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal counsel and Alvarez & Marsal North America, LLC, as financial advisor. D'RIA GROUP: Unsecureds Owed $36K to Get 100% Under Plan -------------------------------------------------------- D'ria Group submitted a Plan and a Disclosure Statement. This is a reorganizing plan that provides for payment to holders of allowed claims over time. Debtor's personal property assets have a total estimated value of $855,955. The management of the Debtor has remained the same before and after the bankruptcy filing. Ani Vartabetian is the CEO; Dror Zollelhyan is the Secretary; Itzhak Firouzman is the CFO; and Rachamin Zolelhayan is the Vice-President. This proposed Disclosure Statement and Plan do not modify the rights and ownership interests of Debtor's management and insiders. Class 2 - General Unsecured Claims: Class 2a: General unsecured claims are unsecured claims not entitled to priority under Code s 507(a). In the present case, the Debtor estimates that there are approximately $35,810.18 in general unsecured debts. General unsecured claims are classified in Class 2a. Holders of General Unsecured Claims in Class 2a will receive a 100% repayment of their claims in one installment on the Effective Date. Class 2a is impaired. Class 2b: Holders of claims in Class 2b include the Contingent Claimants who do not assert any claim against the Debtor or the property of the Debtor, and only intend to pursue a recovery against any applicable insurance policies. Holders of General Unsecured Claims in Class 2b will not participate in Debtor's Plan because they do not assert a claim against the Debtor or property of the Debtor and only intend to pursue recovery against any available insurance policy. Class 2b is unimpaired. The Debtor will fund the Plan from the continued operation of its business. Attorneys for Debtor D'RIA GROUP, Inc. Michael Jay Berger, Esq. Sofya Davtyan, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Blvd. 6" Fl. Beverly Hills, CA 90212-2929 Tel: (310) 271-6223 Fax: (310) 271-9805 E-mail: Michael.Berger@bankruptcypower.com Sofya.Davtyan@bankruptcypower.com A copy of the Disclosure Statement dated Feb. 9, 2024, is available at https://tinyurl.ph/dDqqP from PacerMonitor.com. About D'RIA Group Inc. D'RIA Group Inc. DBA QortstoneQortstone is a supplier of engineered quartz surfaces for residential & commercial properties. D'RIA Group Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11148). The petition was signed by Ani Vartabetian as chief executive officer. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $10 million to $50 million in liabilities. Michael Jay Berger, Esq. at the LAW OFFICES OF MICHAEL JAY BERGER represents the Debtor as counsel. DAVITA INC: Moody's Ups CFR to Ba2 & Senior Unsecured Notes to Ba3 ------------------------------------------------------------------ Moody's Investors Service upgraded the ratings of DaVita Inc., including the Corporate Family Rating to Ba2 from Ba3 and the Probability of Default Rating to Ba2-PD from Ba3-PD. In addition, Moody's upgraded the company's USD senior unsecured notes to Ba3 from B1. Moody's also affirmed the Ba1 ratings on the senior secured credit facilities. Concurrently, Moody's upgraded the Speculative Grade Liquidity ("SGL") to SGL-1 from SGL-2, signifying very good liquidity. The outlook remains stable. The upgrade of the CFR reflects Moody's view that DaVita's performance has improved supported by a recovery in volume and better pricing, which Moody's expect is sustainable in a post pandemic environment. Furthermore, the upgrade reflects a reduction in financial leverage and use of free cash flow to pay down debt. The affirmation of the senior secured rating at Ba1 reflects the considerable size of the senior secured portion of debt in relation to the total obligations of the company. Going forward, Moody's also expects a moderation in DaVita's financial policy, with a balance between shareholders and creditors as evidenced by a public net leverage target range of 3.0-3.5x. As a result, Moody's expects adjusted gross leverage will improve towards 3.5x-4.0x within the next 12-18 months, further supported by continued earnings growth. Moody's also expects that DaVita will maintain very good liquidity supported by solid cash balance and positive cashflow generation. RATINGS RATIONALE DaVita Inc.'s Ba2 CFR is constrained by the company's moderately high financial leverage – with debt/EBITDA at 4.3x as of December 31, 2023 -- and its heavy reliance on commercially insured dialysis patients for the vast majority of profits and free cash flow. DaVita will continue to be challenged to maintain a sufficiently large commercially insured end stage renal disease (ESRD) patient population to sustain its profitability. ESRD patients automatically convert to Medicare after a maximum of 33 months on dialysis. DaVita is reimbursed by Medicare at a fraction of what it earns from commercial payors. The CFR also reflects the company's near total reliance on the ESRD market which makes the company vulnerable to potential unfavorable market developments. These include slowing in the growth of ESRD patient volumes and uncertainties regarding the availability of charitable premium assistance for dialysis patients. DaVita also faces uncertainties around the potential implementation of new payment models designed to accelerate penetration into the home dialysis setting and increase the supply of healthy kidneys for transplant. The Ba2 CFR is supported by the company's considerable scale and extensive network of dialysis outpatient clinics across 46 US states. It is also supported by the recurring revenue stream attributed to dialysis, as the treatment is critically important to patients who require treatment three times per week indefinitely. The CFR also reflects DaVita's robust free cash flow and very good liquidity. The outlook is stable. Moody's expects DaVita to have a stable operating performance, very good liquidity and financial leverage maintained between 3.5x-4.0x in the next 12-18 months. DaVita's CIS-3 indicates that ESG considerations have a limited impact on the current credit rating with potential for greater negative impact over time. DaVita's social risk considerations (S-4) reflect high exposure to customer relations and responsible production, which consider the company's potential liability related to patient care, as well as exposure to human capital, as the company relies on specialized labor to provide its services. Dialysis companies also face credit risk exposures around the significant disparity between the reimbursement they receive for treating commercially insured patients and the amount they receive for treating patients insured by Medicare. Various states have pursued legislation, that if passed, could reduce DaVita's and other dialysis companies' profits. Furthermore, efforts to increase the supply of kidneys available for transplant, if successful, would slow ESRD patient volume growth. The SGL-1 Speculative Grade Liquidity Rating reflects Moody's expectation that DaVita will maintain very good liquidity over the next 12 to 18 months through its combination of cash, marketable securities and full revolver availability. The senior secured credit facilities are rated Ba1, one notch above the Ba2 CFR. The rating reflects these instruments' priority claim on the assets and the considerable amount of debt below the senior secured borrowings that would absorb first losses ahead of the credit facilities. The rating is constrained by the considerable size of the senior secured portion of debt in relation to the total obligations of the company. The senior unsecured notes are rated Ba3, one notch below the Ba2 CFR. The rating reflects the notes' junior position within the capital structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if DaVita continues to grow earnings and sustains debt to EBITDA below 3.25 times while demonstrating discipline with respect to acquisitions and shareholder returns. The ratings could be downgraded if material rate reimbursement cuts are implemented by either commercial insurers or Medicare, if operating performance deteriorates, and/or if liquidity erodes. A downgrade could also result if debt to EBITDA is sustained above 4.25 times or demand for outpatient dialysis services slows. DaVita Inc., headquartered in Denver, CO, is an independent provider of dialysis services primarily in the US for patients suffering from end-stage renal disease (chronic kidney failure). The company also provides home dialysis services, inpatient dialysis services through contractual arrangements with hospitals, laboratory services and other ancillary services. DaVita reported $12.1 billion of revenues from continuing operations in 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. DELUXE CORP: S&P Downgrades ICR to 'B-' on Elevated Leverage ------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Deluxe Corp. to 'B-' from 'B'. S&P also lowered the issue-level rating on the company's senior unsecured debt to 'CCC' from 'CCC+'. The stable outlook reflects S&P's expectation that ongoing restructuring costs and secular declines in the print businesses will result in leverage rising to the 7x area over the next year. S&P said, "The downgrade reflects the increase in Deluxe's leverage and our expectation that it will remain elevated through 2025. Deluxe's S&P Global Ratings-adjusted leverage increased to around 6.5x in 2023 from 6.0x in 2022 because of higher-than-expected restructuring costs of about $90 million during the year. Our previous forecast was for about $38 million of restructuring costs in 2023. The primary driver of the higher-than-expected restructuring costs relates to the company's newly launched multiyear transformation program, Project North Star, which consists of various cost-savings and growth-oriented initiatives that aim to increase adjusted EBITDA and free cash flow by $80 million and $100 million, respectively, by 2026. The project launched during the second half of 2023, resulting in $45 million of incremental restructuring expenses during 2023, bringing total costs for the year to around $90 million. We have updated our forecasts to reflect the likelihood of restructuring costs remaining elevated over the next few years due to Project North Star. Specifically, we expect restructuring costs related to Project North Star to peak in 2024, before subsequently declining in 2025. Based on our updated assumptions, we now expect leverage to increase to around 7.0x in 2024, before approaching the 6x area in 2025. "We believe the company has the flexibility to improve leverage by cutting the dividend or scaling back growth investments. Notwithstanding the increase in leverage, Deluxe has committed to maintain its common dividend of about $50 million-$55 million annually. Our base-case forecast assumes free operating cash flow (FOCF) of about $60 million-$65 million in 2024, the majority of which it will use to fund the dividend to shareholders. We expect the company will use any excess cash flow, coupled with revolver borrowings, to fund mandatory debt amortization of $87 million in 2024. We also believe the company will likely need to draw on the revolver to fund a portion of its $110 million of mandatory debt amortization payment in 2025 thereby limiting any material leverage improvement. That said, we believe the company has the financial flexibility to improve its leverage over the next year if it reduced its dividend or scaled back growth investments. "The stable outlook reflects our expectation that ongoing restructuring costs and secular declines in the print businesses will result in elevated leverage sustained above 7.0x over the next year. "We could lower our rating on Deluxe if we view the capital structure as unsustainable or if liquidity deteriorates." This could occur if: -- Subdued growth in payments and data segments combined with sharp revenue declines in the print businesses leads to sustained organic revenue declines; -- The company incurs higher-than-expected restructuring costs, significantly above our base-case assumptions, and fails to execute on cost-savings initiatives, leading to significant margin compression and FOCF deficits; S&P could raise its rating on Deluxe within the next 12 months if: -- Debt to EBITDA declines and is sustained below 6x; -- EBITDA interest coverage improves and is sustained above 2x; and -- FOCF to debt improves to above 5% on a sustained basis. This could occur if restructuring costs decline significantly below S&P's base-case assumptions, or if the company reduces its dividend, resulting in improved profitability and cash flow generation. DIAMOND SPORTS: Court OKs $450MM DIP Loan from Alter Domus ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Diamond Sports Group, LLC and affiliates to use cash collateral and obtain postpetition financing, on a final basis. The Debtors is permitted to receive $450 million in subordinated secured superpriority debtor-in-possession financing from a consortium of lenders, agented by Alter Domus (US) LLC. The DIP facility is due and payable on the earliest to occur of: (a) November 30, 2024, (b) the effective date of a chapter 11 plan of any Debtor that has been confirmed by an order entered by the Bankruptcy Court, (c) dismissal of any of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code, in each case with respect to the Borrower or a Significant Subsidiary, (d) the acceleration of the Term Loans and the termination of all Commitments and (e) the closing of a sale of all or substantially all assets or equity of the Loan Parties (other than to another Loan Party). The Debtors are required to comply with these milestones: (a) On or before March 22, 2024, the Debtors must have filed with the Bankruptcy Court a chapter 11 plan of reorganization (including all related schedules, supplements, exhibits and orders, as applicable), which will be in form and substance acceptable to the Required Lenders; provided that a chapter 11 plan consistent with the terms of the Restructuring Support Agreement will be an Acceptable Plan; (b) On or before June 30, 2024, the Bankruptcy Court must have entered an order confirming an Acceptable Plan, in form and substance reasonably acceptable to the Required Lenders; and (c) On or before August 31, 2024, an Acceptable Plan must have been substantially consummated, provided that if the Confirmation Order has been entered by the date set forth in clause (b), such deadline may be extended by the Borrower (without further consent of the Required Lenders), upon written notice to the Agent, for up to 60 days to the extent necessary to obtain regulatory approvals required for the consummation of an Acceptable Plan (provided that the requests of applications for any such authorization, consent, regulatory approvals, rulings or documents are pending on August 31, 2024). Under the First Lien Credit Agreement, dated as of March 1, 2022, among Diamond Sports Intermediate Holdings LLC, Diamond Sports Group, LLC, UMB Bank, National Association, solely in its capacities as Successor Administrative Agent and Successor Collateral Agent, and the lenders from time to time party thereto, the Prepetition Borrower was provided with a first-lien secured term loan facility. As of the Petition Date, the Debtors owed under the Prepetition First Lien Loan not less than $630.237 million in the aggregate principal amount. Under the Second Lien Credit Agreement, dated as of March 1, 2022, among Holdings, the Prepetition Borrower, Wilmington Savings Fund Society, FSB, solely in its capacities as Term Facility Agent and Collateral Agent, WSFS, as successor Revolving Credit Facility Agent, and the lenders from time to time party thereto, the Prepetition Borrower was provided with a second-lien secured term loan facility, and a second-lien secured revolving loan facility. As of the Petition Date, the Debtors owed not less than $227.5 million under the Prepetition Second Lien Loan in the aggregate principal amount. Under an Indenture, dated as of March 1, 2022, by and among the Prepetition Borrower and Diamond Sports Finance Company, Holdings, the other Guarantors, party thereto, and Delaware Trust Company, as successor Trustee and Notes Collateral Agent. As of the Petition Date, the Prepetition Second Lien Note Parties were indebted in the aggregate principal amount of not less than $3.040 billion. Under the Credit Agreement, dated as of August 23,2019, among Holdings, the Prepetition Borrower, WSFS, solely in its capacities as successor Administrative Agent and Collateral Agent, the Prepetition Borrower was provided with (i) a third-lien secured term loan facility. As of the Petition Date, the Debtors owed not less than $4.2 million under the Prepetition Third Lien Loan in the aggregate principal amount. The Debtors are authorized and directed to pay to the First Lien Agent, for the benefit of itself and the Prepetition First Lien Lenders, on the Closing Date, proceeds of the DIP Facility in the amount of $350 million in cash. On the Closing Date, the First Lien Paydown will be paid directly from the funding of the DIP Facility, will be an indefeasible payment, will be applied to reduce the principal amount of the Prepetition First Lien Indebtedness on a dollar-for-dollar basis, and will be non-refundable and not subject to challenge in any respect. Solely in the event of a winddown or liquidation of the Debtors in chapter 11, chapter 7, or otherwise, the allowed amount of the First Lien Claims will be subject to a cap equal to $637 million and (ii) in connection with the consummation of the Acceptable Plan under the Restructuring Support Agreement, the allowed amount of the First Lien Claims will be subject to a cap equal to (x) to the extent the First Lien Paydown is made on the Closing Date, $662 million or (y) to the extent the First Lien Paydown is not made on the Closing Date, $686 million. As adequate protection for the use of cash collateral, the Prepetition Secured Lenders are granted a valid, binding, enforceable, non-avoidable and automatically and properly perfected replacement security interest in and lien upon all of the DIP Collateral. The Prepetition Secured Parties are also granted a superpriority administrative expense claim in Chapter 11 Cases and Successor Cases, subject to DIP Superpriority Claims and Carve Out. The Carve Out means the sum of: (i) all fees required to be paid to the Clerk of the Court and to the U.S. Trustee under 28 U.S.C. section 1930(a) plus interest at the statutory rate; (ii) all reasonable fees and expenses up to $100,000 incurred by a trustee under 11 U.S.C. section 726(b) ; (iii) to the extent approved and/or allowed at any time, whether by interim order, procedural order, or otherwise, (x) all unpaid fees and expenses incurred by persons or firms retained by the Debtors pursuant to 11 U.S.C. section 327, 328, or 363 and the Committee pursuant to 11 U.S.C. section 328 or 1103, and (y) unpaid expenses of members of the Committee solely to the extent incurred in connection with such Committee member's service on the Committee, in each case, at any time on or before the first business day following delivery by the Majority 1L Lenders of a Carve Out Trigger Notice, without regard to whether such fees and expenses are provided for in any Approved Budget and whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons and Committee Member Expenses in an aggregate amount not to exceed $25 million incurred after the first business day following delivery by the Majority 1L Lenders of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, final order, or otherwise, less the amount of any prepetition retainers received by any such Professional Persons and not previously returned or applied to fees and expenses. A copy of the order is available at https://urlcurt.com/u?l=1poAP3f from PacerMonitor.com. About Diamond Sports Group Diamond Sports Group, LLC, and its affiliates own and/or operate the Bally Sports Regional Sports Networks, making them the nation's leading provider of local sports programming. DSG's 19 Bally Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also holds joint venture interests in Marquee, the home of the Chicago Cubs, and the YES Network, the local destination for the New York Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local professional telecasts each year in addition to a wide variety of locally produced sports events and programs. DSG is an unconsolidated and independently run subsidiary of Sinclair Broadcast Group. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90116) on March 14, 2023. In the petition signed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, Diamond Sports Group listed $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; AlixPartners, LLP as financial advisor; Moelis & Company, LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP as consultant. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI Consulting, Inc., as financial advisor; and Houlihan Lokey Capital, Inc., as investment banker. DIVERSIFIED HEALTHCARE: Silver Point, 2 Others Report 6.5% Stake ---------------------------------------------------------------- Silver Point Capital, LP, Edward A. Mule and Robert O'Shea disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially owned 15,720,000 shares of Diversified Healthcare Trust's common stock, representing 6.5% of the shares outstanding. This percentage is based upon 240,450,349 common shares of beneficial interest outstanding as of October 27, 2023, as reported in the Company's Form 10-Q filed with the Securities and Exchange Commission on November 1, 2023. A full-text copy of the Report is available at http://tinyurl.com/5xw6d43d About Diversified Healthcare Trust Diversified Healthcare Trust (Nasdaq: DHC) -- www.dhcreit.com -- is a real estate investment trust, which owns senior living communities, medical office and life science buildings and wellness centers throughout the United States. As of Sept. 30, 2023, DHC's approximately $7.2 billion portfolio included 376 properties in 36 states and Washington, D.C., occupied by approximately 500 tenants, and totaling approximately 9 million square feet of life science and medical office properties and more than 27,000 senior living units. DHC is managed by The RMR Group (Nasdaq: RMR), an alternative asset management company with approximately $36 billion in assets under management as of Sept. 30, 2023 and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. The Company stated in its Quarterly Report for the period ended Sept. 30, 2023, that there is substantial doubt about its ability to continue as a going concern for at least one year from the date of issuance of the financial statements. The Company's continuation as a going concern is dependent upon many factors, including its ability to meet its debt covenants and repay its debts and other obligations when due. While it believes raising permissible new capital, including proceeds from its planned asset sales, and the possible extension of its credit facility, will alleviate the substantial doubt about its ability to continue as a going concern, the Company cannot provide assurance that any new capital raised, including proceeds from its planned asset sales, will be available to the Company or sufficient to repay its upcoming maturing debt, or that its lenders will agree to an extension of the maturity date of its credit facility. The Company cannot be sure that it will be able to obtain any future debt financing, and any such debt financing it may obtain may not be sufficient to repay its upcoming maturing debt. If it is unable to obtain sufficient funds, the Company may be unable to continue as a going concern. * * * As reported by the TCR on Jan. 5, 2024, S&P Global Ratings raised its issuer credit rating on Diversified Healthcare Trust (DHC) to 'CCC+' from 'CCC-', its issue-level rating on its non-guaranteed senior unsecured notes to 'CCC+' from 'CCC-', and its issue-level rating on its guaranteed senior unsecured notes to 'B' from 'CCC+' and removed the ratings from CreditWatch, where S&P placed them with positive implications on Dec. 19, 2023. S&P also revised its recovery rating on the non-guaranteed notes to '4' from '3'. DMK PHARMACEUTICALS: Hires Reed Smith LLP as Special Counsel ------------------------------------------------------------ DMK Pharmaceuticals Corp. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Reed Smith LLP as special counsel. The firm's services include: (a) continuing to represent the Debtors in connection with health care regulatory, corporate, and strategic matters that may arise during the cases with respect to which the firm's historic representation of the Debtors will provide efficiency; and (b) due to firm's historic representation of the Debtors, continuing to represent the Debtors in respect of an ongoing grand jury investigation in the Southern District of New York and a related investigation by the United States Securities and Exchange Commission. The firm will be paid at these rates: Partners $955 to $1,085 per hour Associates $650 to $700 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As of the Petition Date, the Debtors owe Reed Smith $502,398 in connection with work performed for the Debtors prior to the Petition Date. Further, during the 90-day period prior to the Petition Date, Reed Smith received payments in the aggregate amount of $125,000 for professional services performed and reimbursement of expenses incurred in connection with Reed Smith's prepetition representation of the Debtors unrelated to the Cases. Additionally, prior to the Petition Date, Reed Smith received an advance retainer of $25,000. Rachael G. Pontikes, Esq., a partner at Reed Smith, 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: Rachael G. Pontikes, Esq. REED SMITH, LLP 10 South Wacker Drive, 40th Floor Chicago, IL 60606-7507 Tel: (312) 207-1000 Fax: (312) 207-6400 About DMK Pharmaceuticals Corp. DMK Pharmaceuticals Corporation and its affiliates are composed of a family of pharmaceutical companies that own various therapies treating different indications. Over time, the Debtors' portfolio of treatments has focused on treatment of the opioid epidemic, both in an emergency setting and in the prophylactic treatment of Opioid Use Disorder. DMK Pharmaceuticals and its affiliates filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10153) on Feb. 2, 2024. In the petition signed by its chief financial officer, Seth Cohen, DMK Pharmaceuticals disclosed $10 million to $50 million in both assets and liabilities. The Debtors tapped Gellert Scali Busenkell & Brown, LLC and Nelson, Mullins, Riley & Scarborough, LLP as legal counsels; and Rock Creek Advisors, LLC as financial advisor. BMC Group, Inc. is the claims and noticing agent. DNA SERVERS: Hires Accounting on Demand as Accountant ----------------------------------------------------- DNA Servers, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Accounting on Demand as Accountant. The firm will provide accounting services to the Debtor during the bankruptcy proceedings. The firm will be paid at the rates of $50 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor owed the firm the amount of $3,225 for services rendered prior to the filing of the bankruptcy case. Elizabeth Issitt, a partner at Accounting on Demand, 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: Elizabeth Issitt Accounting on Demand St. Louis, MO 63114 Mobile: (314) 614-7124 About DNA Servers, Inc. DNA Servers Inc., doing business as Orange Computers, is a distributor of Dell and HP refurbished servers and accessories. DNA Servers Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Miss. Case No. 23-43588) on Oct. 5, 2023. In the petition filed by David Harris, as Board Member, the Debtor reported total assets of $135,700 and total liabilities of $3,320,640. The Honorable Bankruptcy Judge Brian C Walsh handles the case. The Debtor is represented by David M. Dare, Esq. at Herren, Dare & Streett. DODD DRILLING: Court OKs Cash Collateral Access Thru March 26 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Gainsville Division, authorized Dodd Drilling, LLC to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance, through the date of the final hearing set for March 26, 2024 at 10:30 a.m. Additionally, the Debtor is authorized to use cash collateral to pay any fee or charge assessed against the Debtor under 28 U.S.C. section 1930. The Debtor requires the use of cash collateral for critical operating expenses. Various lenders, merchant cash advance financing companies and equipment vendors have filed UCC-1 financing statements of record against the Debtor, and/or have purchase money security interests in the Debtor’s equipment and may claim interests in the assets of the Debtor, as follows: 1) SBFS Funding/Rapid Finance - $120,000 (MCA) 2) Capybara Capital, LLC - $43,500 (MCA) 3) Cloudfund, LLC - $18,800 (MCA) 4) Alternative Funding, LLC - $83,000 (MCA) 5) Vital Cap Funding - $104,493 (MCA) 6) Crestmark - Metabank - $120,577 (Drilling Rig) 7) Ascentium Capital - $186,394 (Drilling Rig) 8) Ascentium Capital - $137,274 (Drilling Rig) 9) Truist Bank - $29,043 (2019 Ford F450 Truck) 10) Ally Auto Financial - $25,995 (Flatbed Truck) 11) Ally Auto Financial - $111,718 (Flatbed Truck) 12) TD Auto Finance - $131,549 (2020 Dodge Ram 3500 Truck) 13) Pinnacle Bank-JB & B Capital - $,86,772 (Dozer) Lenders may assert liens upon and security interests against assets of the Debtor, including accounts receivable owned by the Debtor, and the proceeds thereof, and against the Debtor's inventory, equipment and fixtures. The Lenders are granted the following adequate protection for any diminution in the value of their interests in the Pre-Petition Collateral from and after the Filing Date resulting from (a) the use, sale, lease, disposition, shrinkage, decline in market value, consumption or physical deterioration of the Pre-Petition Collateral (including cash collateral) by the Debtor, and (b) the imposition of the automatic stay pursuant to section 362(a) of the Bankruptcy Code: a. Lenders are granted the Replacement Liens; b. The Debtor is directed to provide Lenders with reasonable access to the Debtor's books and records to the extent allowed under the prepetition loan documents entered into by the parties; c. Lenders are entitled to review and inspect their collateral at any time upon written notice to the Debtor of the date, location and time of the planned inspection and the Debtor is directed to cooperate with same. The Debtor will be entitled to a carve-out of the Pre- Petition Collateral and the Post-Petition Collateral in the amount of $5,000 per week. The Carve-Out will be utilized for the payment of professional fees and Subchapter V trustee fees, including but not limited to fees incurred pre-petition, post-petition, and post-conversion as approved by the Court. A copy of the https://urlcurt.com/u?l=2F5WAA from PacerMonitor.com. About Dodd Drilling, LLC Dodd Drilling, LLC owns and operates a construction drilling company specializing in drilling boreholes into the soil to allow subsurface site investigation and data collection. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-20212-jrs) on February 23, 2024. In the petition signed by Dustin Dodd, managing member, the Debtor disclosed up to $10 million in assets and up to $10 million in liabilities. Judge James R. Sacca oversees the case. Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C., represents the Debtor as legal counsel. E-STONE USA: Rocksolid Unsecured Claims to Split $45K in Plan ------------------------------------------------------------- E-Stone USA Corporation and affiliates filed with the U.S. Bankruptcy Court for the Southern District of Florida a Joint Disclosure Statement describing Amended Joint Chapter 11 Plan dated February 26, 2024. The Debtors specialize in the manufacture and distribution of marble aggregate construction products and related materials. The Debtors are owned by Trend Group S.P.A., an Italian company. The Debtors` principal operations are located at 8041 Haywood Taylor Boulevard, Sebring, Florida (the "E-Stone Real Property"). E-Stone leases the E-Stone Real Property from the Sebring Airport Authority. The E-Stone Real Property is a two-parcel industrial facility located in Highlands County, Florida, consisting of over three and one-half acres of land and 160,000 square feet under roof. The Debtors have suffered from rising supply costs and decreased revenues. The Debtors were facing various collection efforts from creditors, including a lawsuit filed by FirstBank Puerto Rico and a garnishment initiated by Jackie D, LLC, a landlord at the Debtors' Miami location, possession of which was turned over prior to the Petition Date. The approximate amount that E-Stone owes to unsecured creditors (not including deficiency claims of partially secured or wholly undersecured, creditors) is approximately $3,939,094.68, which primarily consists of amounts owed to vendors. In addition, Rocksolid, Inc. owes approximately $8,853,342.46 to unsecured creditors, not including any deficiency claims owed to partially secured or wholly undersecured, creditors. Class 4A consists of all Allowed General Unsecured Claims against E-Stone not otherwise classified in the Plan. Within ten days after the Effective Date, E-Stone shall make a lump sum payment of $50,000.00 to Holders of Allowed Unsecured Claims whom shall receive their Pro Rata Share of such distribution in full satisfaction of such Allowed Unsecured Claims. Class 4A is Impaired. Class 4B consists of all Allowed General Unsecured Claims against Rocksolid Inc. not otherwise classified in the Plan. Within ten days after the Effective Date, Rocksolid Inc. shall make a lump sum payment of $45,000.00 to Holders of Allowed Unsecured Claims whom shall receive their Pro Rata Share of such distribution in full satisfaction of such Allowed Unsecured Claims. Class 4B is Impaired. Class 4C consists of all Allowed General Unsecured Claims against Rocksolid LLC not otherwise classified in the Plan. Within ten days after the Effective Date, Rocksolid LLC shall make a lump sum payment of $5,000.00 to Holders of Allowed Unsecured Claims whom shall receive their Pro Rata Share of such distribution in full satisfaction of such Allowed Unsecured Claims. Class 4C is Impaired. Class 5A consists of Equity Interests in E-Stone. The existing Class 5A Equity Interests shall be extinguished and the Holders of the Class 5A Equity Interests shall purchase new Equity Interests in E-Stone for the sum of $150,000.00. To the extent necessary for confirmation purposes, this sale price shall be treated as a new value contribution for the new Equity Interests. Class 5A is Impaired. Class 5B consists of Equity Interests in Rocksolid Inc. The existing Class 5B Equity Interests shall be extinguished and the Holders of the Class 5B Equity Interests shall purchase new Equity Interests in Rocksolid Inc. for the sum of $100,000.00. To the extent necessary for confirmation purposes, this sale price shall be treated as a new value contribution for the new Equity Interests. Class 5B is Impaired. Class 5C consists of Equity Interests in Rocksolid LLC. The existing Class 5C Equity Interests shall be extinguished and the Holders of the Class 5C Equity Interests shall purchase new Equity Interests in Rocksolid LLC for the sum of $50,000.00. To the extent necessary for confirmation purposes, this sale price shall be treated as a new value contribution for the new Equity Interests. Class 5C is Impaired. The Debtors' Plan shall be funded from the continued operation of the Debtors' businesses and the proceeds from the purchase of the Equity Interests. A full-text copy of the Joint Disclosure Statement dated February 26, 2024 is available at https://urlcurt.com/u?l=x01RIe from PacerMonitor.com at no charge. Attorney for the Debtors: Edward J. Peterson, Esq. JOHNSON POPE BOKOR RUPPEL & BURNS, LLP 401 E. Jackson Street, Ste. 3100 Tampa, FL 33602 Telephone: (813) 225-2500 Email: epeterson@jpfirm.com About E-Stone USA Corporation E-Stone USA Corporation and affiliates specialize in the manufacture and distribution of marble aggregate construction products and related materials. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20805) on December 28, 2023. In the petition signed by Ilaria Di Landro, chief financial officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Peter D. Russin oversees the case. Edward J. Peterson, Esq, at Johnson, Pope, Bokor, Ruppel & Burns, LLP, represents the Debtor as legal counsel. EAST MISSION: Trustee Taps Menchaca & Company as Financial Advisor ------------------------------------------------------------------ Mark Sharf, the trustee appointed in the Chapter 11 case of East Mission 8 Investments, Inc., filed an amended application seeking approval from the U.S. Bankruptcy Court for the Central District of California to employ Menchaca & Company, LLP as his financial advisors and consultants. The firm will render these services: a. identify and investigate potential assets of the estate; b. analyze the Debtor's books and records and perform any necessary business advisory work required for the estate, including providing accounting services required by the estate and preparation of the estate's income tax returns and communication with the IRS and state government taxing authorities, Court and Office of the United States Trustee; c. analyze and investigate avoidable transfers made by the Debtor, including preferential and fraudulent transfer; d. provide litigation support, valuation and expert witness services for the Trustee; and e. provide such other financial advisory and consulting services. The firm's hourly rates are as follows: Managing Partner $570 per hour Managing Directors $570 per hour Managers $425 per hour Senior Consultants $385 per hour Paraprofessionals/Staff $295 per hour Jeffrey Sumpter, managing director at Menchaca & Company, 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 Sumpter Menchaca & Company LLP 835 Wilshire Blvd. Suite 300 Los Angeles, CA 90017 Phone: (213) 683-3317 About East Mission 8 Investments East Mission 8 Investment, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12240) on April 13, 2023, with as much as $50,000 in assets and $1 million to $10 million in liabilities. Judge Deborah J. Saltzman presides over the case. The Debtor tapped Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger as legal counsel and Chan & Chen, LLP as accountant. Mark M. Sharf has been appointed as Subchapter V trustee. Danning, Gill, Israel & Krasnoff, LLP is tapped as the trustee's general bankruptcy counsel. EXELA TECHNOLOGIES: Shay Capital Entities Disclose 8.23% Stake -------------------------------------------------------------- Shay Capital LLC and Shay Capital Holdings LLC disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially owned 523,801 shares of Exela Technologies, Inc.'s common stock, representing 8.23% of the shares outstanding. The shares owned include 333,500 shares of common stock issuable upon exercise of call options that are currently exercisable and consist of securities directly beneficially owned by Shay Capital LLC, of which Shay Capital Holdings LLC is the sole manager. A full-text copy of the Report is available at http://tinyurl.com/2smztnpx About Exela Technologies Headquartered in Irving, Texas, Exela Technologies, Inc. -- www.exelatech.com -- is a global provider of transaction processing solutions, enterprise information management, document management and digital business process services. The Company's technology-enabled solutions allow global organizations to address critical challenges resulting from the massive amounts of data obtained and created through their daily operations. Its solutions address the life cycle of transaction processing and enterprise information management, from enabling payment gateways and data exchanges across multiple systems, to matching inputs against contracts and handling exceptions, to ultimately depositing payments and distributing communications. Exela reported a net loss of $415.58 million in 2022, a net loss of $142.39 million in 2021, and a net loss of $178.53 million in 2020. As of June 30, 2023, the Company had $675.34 million in total assets, $1.49 billion in total liabilities, and a total stockholders' deficit of $817.01 million. Detroit, Michigan-based KPMG LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated April 3, 2023, citing that the Company has a history of net losses, net operating cash outflows, working capital deficits, significant cash payments for interest on long-term debt, and significant current maturities of long-term debt that raise substantial doubt about its ability to continue as a going concern. * * * As reported by the TCR on Aug. 24, 2023, S&P Global Ratings raised its issuer credit rating on Exela Technologies Inc. to 'CCC' from 'SD' (selective default). S&P said, "Despite improving revenue trends and cost savings, we forecast limited liquidity cushion in January and July of 2024." EYE CARE: Court OKs Bid Rules for Sale of Assets ------------------------------------------------ Eye Care Leaders Portfolio Holdings, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Northern District of Texas to solicit bids for substantially all or a smaller portion of their assets. Under the court-approved bid procedures, the deadline for potential buyers to place their bids on the assets is on April 5, at 4:00 p.m. (prevailing Central Time). Potential buyers are required to provide a cash deposit, which is at least 10% of the total price to be paid. Any secured creditor of the companies may submit a credit bid for the assets securing such creditor's claim. No deposit is required for any credit bid component of a transaction. From the pool of these bids, one or more stalking horse bidders will be selected. If no stalking horse bidder is selected, the minimum bidding increment is $250,000. If a stalking horse bidder is named, the initial overbid must exceed the purchase price of the stalking horse bidder's offer by at least the amount of the so-called break-up fee, plus $250,000. The stalking horse bidder will receive a break-up fee of no more than 3% of the cash component of its offer in the event it is not selected as the winning bidder at the auction scheduled for April 10, at 9:30 a.m. (prevailing Central Time). The identity of the winning bidder will be announced through a notice to be filed with the court on April 11. The sale of the companies' assets to the winning bidder will be considered at a court hearing set for April 22, at 1:30 p.m. (prevailing Central Time). Objections to the sale are due by April 16. About Eye Care Leaders Portfolio Eye Care Leaders Portfolio Holdings, LLC provides a suite of software specifically geared towards ophthalmology and optometry practices, practice management, surgical, revenue cycle management (RCM), MIPS reporting and more. Based in Durham, N.C., Eye Care Leaders is a one-stop shop for eye care specialists and their patients. Eye Care Leaders and more than 30 of its affiliates filed Chapter 11 petitions (Bankr. D. Texas Lead Case No. 24-80001) on Jan. 16, 2024. At the time of the filing, Eye Care Leaders disclosed $100 million to $500 million in assets against $500 million to $1 billion in debt. Judge Michelle V. Larson presides over the cases. Gray Reed and B. Riley Financial Inc. are the Debtors' bankruptcy counsel and financial advisor, respectively. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Kilpatrick Townsend & Stockton, LLP. FAITH BRIDGE: Unsecureds to Get 4.15 Cents on Dollar Total $114K ---------------------------------------------------------------- Faith Bridge, Inc., d/b/a Christian Planner, submitted a Second Amended Plan of Reorganization for Small Business Under Chapter 11 The Plan Proponent's financial projections show that the Debtor will have projected disposable income (as defined by s 1191(d) of the Bankruptcy Code) for the period described in s 1191(c)(2) of $136,363.90. The final Plan payment is expected to be paid on the first day of the month following the fifth anniversary of the Effective Date of this Plan. This Plan of Reorganization (the Plan) under chapter 11 of the Bankruptcy Code (the Code) proposes to pay creditors of Faith Bridge, Inc. d/b/a Christian Planner (the Debtor) from cash flow from operations. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 4.15 cents on the dollar. Class 4 – Non-Priority unsecured creditors. Non-priority unsecured creditors will share on a pro-rata basis a total of $113,893.65, the total projected disposable income in the five years following the effective date of the plan. Because of the seasonal nature of the Debtor's business, payments will be made as follows: The first day of the first January following the effective date of the plan - $ 3,000. The first day of the first April following the effective date of the plan - $ 3,000. The first day of the first July following the effective date of the plan - $ 12,000. The first day of the first October following the effective date of the plan - $ $3,000. The first day of the second January following the effective date of the plan - $ 3,000. The first day of the second April following the effective date of the plan – $3,000. The first day of the second July following the effective date of the plan – $ 13,200. The first day of the second October following the effective date of the plan - $3,000. The first day of the third January following the effective date of the plan - $ 3,000. The first day of the third April following the effective date of the plan - $ 3,000. The first day of the third July following the effective date of the plan - $ 13,860. The first day of the third October following the effective date of the plan - $ 3,000. The first day of the fourth January following the effective date of the plan - $ 3,000. The first day of the fourth April following the effective date of the plan - $ 3,000. The first day of the fourth July following the effective date of the plan - $ 14,553. The first day of the fifth October following the effective date of the plan - $ 3,000. The first day of the fifth January following the effective date of the plan - $ 3,000. The first day of the fifth April following the effective date of the plan - $ 3,000. The first day of the fifth July following the effective date of the plan - $ 15,280.65. The first day of the fifth October following the effective date of the plan - $ 3,000. Notwithstanding anything set forth herein, any remaining payments on the 60-month anniversary of the effective date of the plan shall be due and payable on such date. the Debtor will fund the plan through its usual business operations. The equity structure and management structure of the Debtor will remain the same as it existed pre-petition. Counsel for the Debtor: Michael J. Kasen, Esq. KASEN & KASEN, P.C. A copy of the Disclosure Statement dated Feb. 9, 2024, is available at https://tinyurl.ph/rPhlh from PacerMonitor.com. About Faith Bridge Faith Bridge, Inc., a publisher of Christian Planner line of organizer products, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-70198) on Jan. 19, 2023, with up to $500,000 in assets and up to $10 million in liabilities. Victor Delacruz, president, signed the petition. Judge Robert E. Grossman oversees the case. Michael J. Kasen, Esq., at Kasen & Kasen, PC, serves as the Debtor's counsel. FARZAN ALAMIRAD: Seeks to Hire RHM Law as Bankruptcy Counsel ------------------------------------------------------------ Farzan Alamirad, D.D.S. Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire RHM Law LLP as its general bankruptcy counsel. The firm's services include: a. advise and assist regarding compliance with the requirements of the United States Trustee; b. advise regarding matters of bankruptcy law, including the rights and remedies of the Debtor with respect to its assets and the claims of creditors; c. advise regarding cash collateral matters; d. examine witnesses, claimants or adverse parties and prepare reports, accounts and pleadings; e. advise concerning the requirements of the Bankruptcy Code and applicable rules; f. negotiate, formulate and implement a Chapter 11 plan of reorganization; and g. make any appearances in the Bankruptcy Court on behalf of the Debtor; and to take such other action and to perform such other services as the Debtor may require. The firm will be paid at these rates: Senior Bankruptcy Counsel $725 per hour Partners $600 to $650 per hour Associates $400 per hour Paralegals $135 to $175 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The retainer fee is $35,015.58. Roksana Moradi-Brovia, Esq., a partner at RHM Law, 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: Roksana D. Moradi-Brovia, Esq. Matthew D. Resnik, Esq. RHM LAW, LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: roksana@RHMFirm.com matt@RHMFirm.com About Farzan Alamirad, D.D.S. Inc. Gentle Biodentistry is a provider of dental care to the families located in the West Hills, California, area. Gentle Biodentistry treats all ages and provides comprehensive oral solutions catered to its patients' needs. Farzan Alamirad, D.D.S. Inc. d/b/a Gentle Biodentistry filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10226) on February 14, 2024. The petition was signed by Farzan Alamirad as chief executive officer. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Matthew D. Resnik, Esq. at RHM Law LLP represents the Debtor as counsel. FGH LLC: Gets OK to Sell Oxnard Property to Goodwill for $4.375MM ----------------------------------------------------------------- FGH, LLC received approval from the U.S. Bankruptcy Court for the Central District of California to sell real property to Goodwill Industries of Ventura and Santa Barbara Counties. Goodwill offered $4.375 million for the property located at 2320 N. Rose Avenue, Oxnard, Calif. Goodwill's offer was selected as the winning bid at the Feb. 20 auction, beating out the $4.35 million bid from Aaron Torbati. The property is being sold "free and clear of liens." About FGH LLC FGH, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It is the owner of real property located at 2320 North Rose Avenue, Oxnard, Calif., having an appraised value of $5 million. FGH filed its voluntary Chapter 11 petition (Bankr. C.D. Calif. Case No. 23-11095) on November 20, 2023, with $5,000,000 in assets and $5,999,889 in liabilities. Vanessa Hernandez of FGH Investors, LLC, managing member of the Debtor, signed the petition. Judge Ronald A. Clifford III oversees the case. Beall & Burkhardt, APC serves as the Debtor's legal counsel. FIG & FENNEL: Plan Exclusivity Period Extended to June 14 --------------------------------------------------------- Judge Scott M. Grossman of the U.S. Bankruptcy Court for the Southern District of Florida extended Fig & Fennel at MIA, LLC and affiliates' exclusive periods to file their plan of reorganization, and solicit acceptances thereof to June 14 and August 13, 2024, respectively. As shared by Troubled Company Reporter, through these Chapter 11 cases, the Debtors have communicated regularly with key stakeholders, including Newtek Small Business Finance LLC, the Debtors' senior secured lender, the United States Trustee, and the Court to keep interested parties apprised of developments in these Chapter 11 cases. The Debtors cite the need for an extended timeline to enable them to build consensus on a plan of reorganization. Allowing other stakeholders to propose competing Chapter 11 plans at this juncture, before the Debtors finalize their Exit Strategy and have had a chance to try to build consensus around a Chapter 11 plan, will be chaotic and detrimental to the restructuring process. Co-Counsel for the Debtors: Peter E. Shapiro, Esq. SHAPIRO LAW 8551 West Sunrise Boulevard Plantation, FL 33322 Telephone: (954) 315-1157 Email: pshapiro@shapirolawpa.com - and - Robert L. Rattet, Esq. Max DuVal, Esq. John D. Molino, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue New York, NY 10158 Telephone: (212) 557-7200 Email: rlr@dhclegal.com mdv@dhclegal.com jdm@dhclegal.com About Fig & Fennel at MIA, LLC Fig & Fennel at MIA, LLC and affiliates are owners and operators of restaurants offering a broad selection of grab-and-go sandwiches, salads, bowls, snacks, desserts, and more. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-18515) on October 18, 2023. In the petition signed by Robert Siegmann, manager, the Debtor disclosed $2,956,271 in total assets and $523,057 in total liabilities. Judge Scott M. Grossman oversees the case. Adam Leichtling, Esq., at Lapin & Leichtling, LLP, is the Debtor's legal counsel. FIRST ADVANTAGE: Moody's Puts 'B1' CFR Under Review for Downgrade ----------------------------------------------------------------- Moody's Investors Service has placed First Advantage Holdings, LLC credit ratings under review for downgrade, including the company's B1 corporate family rating, B1-PD probability of default rating, and the B1 ratings on First Advantage's first lien bank credit facilities. Previously, the outlook was stable. The review was prompted by the company's February 29, 2024 announcement that it plans to acquire rival Sterling Check Corp. ("Sterling") for approximately $2.2 billion, funded by a combination of cash and stock.[1] First Advantage intends to fund the cash portion of the transaction and retire existing Sterling debt through the issuance of $1.8 billion of new debt, for which it has secured fully committed financing, and the use of balance sheet cash. The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the third quarter of 2024, subject to regulatory approvals. While the composition of First Advantage's future capital structure is uncertain, Moody's anticipates that the company's pro forma LTM Debt/EBITDA (Moody's adjusted) will more than double (prior to including projected synergies) from First Advantage's current level of approximately 2.4x as of December 31, 2023, putting downward pressure on the company's credit profile. In Moody's view, this transaction is representative of First Advantage's aggressive financial policies and governance risk was a key consideration of the rating action. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's review will focus on First Advantage's final debt capital structure, liquidity profile, and financial and operating strategies. Among other considerations, First Advantage's ratings could be downgraded by one notch if Moody's anticipates that the company's debt-to-EBITDA (Moody's adjusted) will remain above 4.5x or free cash flow-to-debt (Moody's adjusted) falls below 10% on sustained basis. Excluding the review, First Advantage's B1 CFR is principally constrained by the company's majority equity ownership by Silver Lake ("SL"). Corporate governance concerns relating to this concentrated ownership, particularly with respect to potentially more aggressive financial strategies such as debt funded acquisitions, share repurchases, and dividend distributions add credit risk. Additionally, First Advantage's narrow business focus as a provider of screening and background-check services leaves it exposed to macroeconomic cyclicality due to changes in labor market conditions while competitive pressures from its direct rivals, niche providers, and potential new market entrants could negatively impact operating performance and overall credit quality. First Advantage's credit profile is supported by the company's strong global market position and screening capabilities as well as long-standing relationships with its blue-chip customers. Within its target market niche, First Advantage's business is well diversified by vertical market with high client retention rates. The company's credit quality also benefits from very good liquidity, solid profitability margins, and strong free cash flow generation. Factors that could lead to an upgrade or downgrade of the ratings will be updated once the review is completed. The ratings could be downgraded upon conclusion of the review if the transaction closes as expected, including the incremental $1.8 billion of debt to finance the acquisition. Prior to the review, Moody's noted that negative pressure on the rating could arise if: First Advantage's operating performance meaningfully deteriorates, leading to Debt-to-EBITDA above 4.5x and annual free cash flow-to-debt (Moody's adjusted) falling below 10% on a sustained basis. The review for downgrade indicates that a positive rating action from the current B1 rating is unlikely in the near term, but could generally arise if First Advantage grows its scale; establishes a track record of balanced financial policies; sustains debt-to-EBITDA (Moody's adjusted) below 3.5x; and free cash flow-to-debt (Moody's adjusted) maintained in the upper-teens. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. First Advantage, headquartered in Atlanta, GA, provides screening and background-check services to a variety of industries, including transportation, healthcare, financial services, retail and e-commerce, and business and professional services. Services include criminal background checks, drug/health screenings, extended workforce screening, biometrics and identity checks, education/workforce verification, driver records and compliance, healthcare credentials, and executive screening. The company also generates revenue from other services such as post-onboarding services, fleet/vehicle compliance, hiring tax credits and incentives, resident/tenant screening, employment eligibility, and investigative research. Following a June 2021 IPO, First Advantage is publicly traded and majority-owned by SL. On a standalone basis, Moody's expects First Advantage to generate revenue of approximately $800 million in 2024. FRANCISCAN FRIARS: Hires Bledsoe Diestel as Special Counsel ----------------------------------------------------------- Franciscan Friars Of California, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Bledsoe, Diestel, Treppa & Crane LLP as its special counsel. The firm is assisting the Debtor in defending eleven sex abuse lawsuits. The hourly rates to be charged in this matter are: Alison M. Crane $225 Associate $205 Paralegals $135 As disclosed in the court filings, Bledsoe Diestel is a disinterested person and neither represent nor hold any interest adverse to the Debtor, its estate, or the creditors. The firm can be reached through: Alison M. Crane, Esq. BLEDSOE, DIESTEL, TREPPA & CRANE LLP 180 Sansome St 5th floor San Francisco, CA 94104 Phone: (415) 981-5411 Email: acrane@bledsoelaw.com About Franciscan Friars of California, Inc. The Debtor is a tax-exempt religious organization. The Debtor was formed to provide religious, charitable, and educational acts, ministry, and service to the poor. Franciscan Friars of California, Inc. in Oakland, CA, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 23-41723) on December 31, 2023, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. David Gaa, OFM, president of the Debtor, signed the petition. Judge William J Lafferty oversees the case. BINDER & MALTER, LLP serve as the Debtor's legal counsel. FRINJ COFFEE: Court OKs Cash Collateral Access Thru April 30 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California, Northern Division, authorized Frinj Coffee, Inc. to use cash collateral, on an interim basis, in accordance with the budget, through April 30, 2024. The Small Business Administration is granted replacement lien on all post-petition revenues of the Debtor to the same extent, priority and validity that its lien attached pre-petition to the personal property collateral. The scope of the replacement lien is limited to the amount (if any) that the cash collateral diminished post-petition as a result of the Debtor's post-petition use of the cash collateral. The Debtor will continue to remit adequate protection payments to the Small Business Administration in the amount of $731 per month, to be paid on the 1st day of each month and continuing until further order of the Court regarding interim and/or final use of cash collateral, or the entry of the order confirming the Debtor's plan of reorganization, whichever occurs earlier. A hearing on the matter is set for April 23, 2024 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=nRA9Wq from PacerMonitor.com. About FRINJ Coffee FRINJ Coffee, Incorporated is a coffee production firm that offers coffee plant material, production consulting, post-harvest, and marketing services. The Company creates a transformative experience by connecting coffee drinkers to farmers, propelling the growth of a coffee industry in Southern California. FRINJ currently supports more than 65 farmers who are growing coffee in Santa Barbara, Ventura, and San Diego counties as well as many more property owners who are adding coffee to their crops. FRINJ Coffee filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-10044) on Jan. 16, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. John A. Ruskey III, chief executive officer, signed the petition. Judge Ronald A. Clifford III oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger represents the Debtor as bankruptcy counsel. G&G XPRESS INC: Hires Robert C. Newark III as Counsel ----------------------------------------------------- G&G Xpress, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Robert C. Newark, III as counsel to handle its Chapter 11 bankruptcy case. The firm will be paid at these rates: Robert C. Newark, III $400 per hour Paralegals and Legal Assistants $95 per hour The firm will be paid a retainer in the amount of $22,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Newark, III, Esq. 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: Robert C. Newark, III, Esq. 1341 W. Mockingbird Lane, Suite 600W Dallas, TX 75247 Tel: (866) 230-7236 Fax: (888) 316-3398 About G&G Xpress, Inc. G&G Xpress, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 24-50003) on January 9, 2024. The Debtor hires Robert C. Newark, III as counsel. GENESIS GLOBAL: Gets Court Nod to Sell Trust Assets --------------------------------------------------- Genesis Global Holdco, LLC got the green light from a U.S. bankruptcy judge to sell what it calls trust assets. The order signed by Judge Sean Lane of the U.S. Bankruptcy Court for the Southern District of New York authorized the company to conduct a sale of the trust assets in accordance with the sale guidelines it has proposed. The company and its affiliates, Genesis Global Capital, LLC and Genesis Asia Pacific Pte Ltd., own shares issued by three Delaware trusts managed by Digital Currency Group, Inc.'s subsidiary, Grayscale Investments, LLC. The purpose of the trusts is to hold bitcoin, ether or ethereum classic, which are digital assets that are created and exist on a blockchain operating a decentralized, peer-to-peer and cryptographic network. As of Feb. 2, the companies held 8,717,520 shares of ether and 2,970,892 shares of ethereum classic. Meanwhile, Genesis Global Capital held 35,939,233 shares of bitcoin as of the bankruptcy petition date. The total value of the companies' trust assets as of Jan. 30 is estimated at $1.59 million. "The [companies] believe it would be beneficial to have the authority to sell and liquidate the trust assets to reduce any risk that fluctuations in price might have on the [companies'] estates and to facilitate distributions to creditors," Sean O'Neal, Esq., attorney for Genesis Global Holdco, said in court papers. 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. GEO. J. & HILDA: Seeks to Hire Krigel & Krigel as Special Counsel ----------------------------------------------------------------- The Geo. J. & Hilda Meyer Foundation seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to hire Krigel & Krigel P.C. as special counsel. The firm will assist the Debtor with regard to a proposed consulting contract between it and SeniorCare Advisors. The firm's proposed compensation is $300 to $400 per hour for attorneys. The firm is a disinterested person within the meaning of Sec. 327(a) of the Bankruptcy Code, according to court filings. The firm can be reached through: Sanford Krigel, Esq. Erlene Krigel, Esq. KRIGEL & KRIGEL P.C. 4520 Main St #700 Kansas City, MO 64111 Phone: (816) 578-0077 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. GIGA-TRONICS INC: Laurence Lytton Reports 9.99% Stake as of Dec. 31 ------------------------------------------------------------------- Laurence W. Lytton disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that, as of December 31, 2023, he beneficially owned 608,177 shares of Giga-Tronics Inc.'s common stock, representing 9.99% of the shares outstanding. This percentage is based on 5,931,602 shares of Common Stock outstanding as of November 10, 2023, as reported in the Company's Form 10-Q filed on November 14, 2023. The Stock held by Laurence W. Lytton consists of (1) 451,919 shares of the Stock, and (2) 230,769 shares of the Stock issuable on exercise of warrants to purchase Common Stock of Giga-tronics Inc. that are subject to a 9.99% beneficial ownership limitation. A full-text copy of the Report is available at https://tinyurl.com/5bv68htk About Giga-tronics Inc. Headquartered in Dublin, California, Giga-Tronics Inc. is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA". Giga-tronics -- http://www.gigatronics.com-- is a provider of purpose-built electronic technology solutions for defense and other mission critical applications. The Company designs, manufactures, and distributes specialized precision electronic solutions, automated test solutions, power electronics, supply and distribution solutions, display solutions and radio, microwave and millimeter wave communication systems and components for a variety of applications with a focus on the global defense industry for military airborne, sea and ground applications including high fidelity signal simulation and recording solutions for Electronic Warfare test and training applications. Giga-Tronics reported a net loss of $18.42 million for the year ended Dec. 31, 2022, compared to a net loss of $2.86 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, Giga-tronics has $37 million in total assets and $31.6 million in total liabilities. New York, New York-based Marcum LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 11, 2023, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. GOL LINHAS: Seeks to Hire AlixPartners as Financial Advisor ----------------------------------------------------------- GOL Linhas Aereas Inteligentes S.A. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire AlixPartners International, Inc. and AlixPartners, LLP as their financial advisor. The firm will render these services: a. prepare a statement of financial affairs and schedule of assets and liabilities for each debtor entity; b. assist in the development of monthly operating reports and other necessary financial disclosures; c. assist with vendor management process and monitoring compliance with first day motions; d. assist in the identification, organization, and classification of executory contracts and unexpired leases and assist with cost/benefit evaluations with respect to the assumption or rejection of each; e. assist in the development of financial data to be included in presentations to boards of directors, various creditors, and other third parties. f. assist in preparation of plan and disclosure statement documents and supporting materials, including liquidation analysis and financial projections; g. implement payables cut-off procedures and accounting; h. develop and monitor a claims database, including analysis of claims for accuracy, entity, and classification; i. in coordination with external auditors, assist with development of emergence accounting protocols and statement; j. provide testimony and other litigation support as the circumstances warrant; k. assist the Debtors with development of their revised business plan and such other related forecasts as may be requested by the Debtors; l. assist the Debtors with their communications and/or negotiations with outside parties including the Debtors' stakeholders, lessors, banks, and other parties, as needed; and m. assist the Debtors with such other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. The firm will be paid at these rates: Partner & Managing Director $1,225 to $1,495 per hour Partner $1,200 per hour Director $960 to $1,125 per hour Senior Vice President $800 to $910 per hour Vice President $640 to $790 per hour Consultant $230 to $625 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received from the Debtors a retainer of $300,000. Jesse DelConte, a managing director at AlixPartners, disclosed in court filings 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: Jesse DelConte ALIXPARTNERS, LLP 909 Third Avenue New York, NY 10022 Telephone: (212) 561-4175 Email: jdelconte@alixpartners.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: Seeks to Tap Quinn Emanuel Urquhart as Special Counsel ------------------------------------------------------------------ GOL Linhas Aereas Inteligentes S.A. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Quinn Emanuel Urquhart & Sullivan, LP as their special litigation counsel. The firm will render services relating to the treatment, modification, and disposition of certain equipment leases for aircraft and aircraft parts, including any litigation and any additional matters that the Debtors specifically instruct. Quinn Emanuel's hourly rates are Susheel Kirpalani $2,410 James Tecce $1,995 Debra O'Gorman $1,675 Eric Kay $1,675 Partners $1,645 to $2,410 Counsel $1,675 Associates $940 to $1,515 Paralegals $550 to $765 In accordance with Section D.1 of the U.S. Trustee Guidelines, Quinn provided the following information: Question: Did the firm agree to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement? Answer: No. Question: Do any of the firm's professionals in this engagement vary their rate based on the geographical location of the Debtor's Chapter 11 Case? Answer: No. The hourly rates used by Quinn Emanuel in representing the Debtor are consistent with the rates that the firm charges other comparable chapter 11 clients, regardless of the location of the chapter 11 case. Question: If the firm has represented the Debtor in the 12 months pre-petition, disclose the firm's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months pre-petition. If the firm's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Quinn Emanuel did not represent the Debtors in the 12 months pre-petition. Question: Has the Debtor approved Quinn Emanuel's budget and staffing plan, and if so, for what budget period? Answer: Quinn Emanuel and the Debtors 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. Susheel Kirpalani, Esq., a partner at Quinn, 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 through: Susheel Kirpalani, Esq. QUINN EMANUEL URQUHART & SULLIVAN, LLP 51 Madison Avenue, 22nd Floor New York, NY 10010 Tel: (212) 849-7200 Fax: (212) 849-7100 Email: susheelkirpalani@quinnemanuel.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 Seabury International as Investment Banker ----------------------------------------------------------- GOL Linhas Aereas Inteligentes S.A. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Seabury International Corporate Finance LLC and Seabury Securities LLC as thier restructuring advisor, investment banker, and financial advisor. The firms will render these services: Primary Engagement Letter Services: -- assist in the evaluation of the Debtors' businesses and prospects; -- assist in the development of the Debtors' long-term business plan and related financial projections; -- assist in the development of financial data and presentations to the Debtors' board of directors, various creditors and other third parties, inclusive, in the case of a court-supervised restructuring, managing daily interactions with any official committee of unsecured creditors or any other creditor or stakeholder group; -- analyze the Debtors' financial liquidity and evaluate alternatives to improve such liquidity; -- assist in managing the Debtors' relationships with certain major vendors as a means of minimizing cash requirements leading up to, as well as during, reorganization while maintaining continuity of operations; -- evaluate the Debtors' debt capacity and alternative capital structures; -- analyze various restructuring scenarios and make recommendations with respect to the same to the Debtors' management and board of directors; -- provide strategic advice with regard to restructuring and/or refinancing initiatives and activities; -- assist with the restructuring and/or refinancing of aircraft debt and lease obligations, as necessary under the revised business plan; -- assist with the restructuring and/or refinancing of any material non-aircraft debt and lease obligations as necessary under the revised business plan; -- participate in any other negotiations with the Debtors' creditors, major suppliers, lenders, lessors, OEMs and other interested parties as necessary to effectuate the successful restructuring of the business, including assisting the Debtors and its legal advisors in drawing up a plan of reorganization and related disclosure statement; -- assist in such areas as court testimony on matters that are within the scope of this engagement and within Seabury's area of testimonial competency; -- assist the Debtors in soliciting and structuring any form of governmental support that may be potentially available to the Debtors during a court supervised restructuring or as supplemental exit financing; -- if requested by the Debtors or Counsel, assist the Debtors, through a competitively run process, to secure debtor-in-possession financing; -- assist the Debtors in securing new sources of permanent debt as exit financing in a court-supervised restructuring; -- assist the Debtors in securing equity capital as exit financing in a court supervised restructuring; -- in the event of any possible merger, acquisition, divestiture, or asset sale, assist the Debtors in conducting due diligence, negotiating agreements and executing such an M&A transaction; and -- to the extent reasonably requested by Counsel or the Debtors, such other financial advisory services as are customarily provided in connection with the negotiation, pursuit, or consummation of a restructuring plan or similar transaction. Supplemental Agreement Services: -- assist the Debtors with enhancement of (i) its rolling 13-week cash receipts and disbursements forecasting tool and (ii) any DIP financing forecasts, each designed to provide on-time information related to the Debtors' liquidity; -- assist the Debtors with development and implementation of cash management strategies, tactics and processes to preserve liquidity; -- work with the Debtors and its advisors in managing relationships with certain major vendors as a means of minimizing cash requirements leading up to, as well as during any court-supervised reorganization while maintaining continuity of operations; -- work with the Debtors to establish protocols for making payments, with the goal of managing liquidity, including assisting in review and approval of disbursements, and ensuring disbursements are in compliance each week's approved cash forecast; -- in the event of a chapter 11 filing, assist in establishing a crisis room for the sole purpose of providing answers and resources to employees to ensure uninterrupted operations; -- in the event of a chapter 11 filing, assist in training key employees on the bankruptcy process; -- evaluate and stress test the underlying assumptions of the forecast and adjust as appropriate; and -- conduct weekly or bi-weekly video conferences with DIP lenders to discuss actual performance vis-a-vis the 13-week rolling cash forecast and explain changes to the next updated 13-week forecast. Seabury will be compensated as follows: Primary Engagement Letter Fee and Expense Structure: -- Retainer Fees -- Monthly retainer fees equal to US$ 450,000 per month payable in advance on the 15th day of each month (the "Retainer Fees"). The Retainer Fees shall be prorated for any partial month and the Retainer Fees for the first 6 months shall be 50 percent creditable towards Success Fees described below. -- Success Fees: The Debtors agree to pay to Seabury success fees as per the sections below (collectively, the "Success Fees"): -- Fleet Obligations Restructuring Success Fees -- The Debtors shall pay to Seabury fleet obligations restructuring success fees (the "Fleet Obligations Restructuring Success Fees") for completion and closing of restructuring of aircraft debt or aircraft lease transactions (collectively, "Fleet Obligations" and, a restructuring of Fleet Obligations, each, a "Fleet Obligations Restructuring Transaction") as follows: i. For each aircraft in the Debtors' fleet (each "Aircraft") where its related Fleet Obligations have been compromised via any combination of reductions of such Fleet Obligations and/or rescheduling of such Fleet Obligations and/or an exchange of the Debtors debt and/or equity securities for such Fleet Obligations, the Debtors shall pay to Seabury a fixed fee of US$ 75,000 per Aircraft; ii. For each spare engine (a "Spare Engine") where its related Fleet Obligations have been compromised via any combination of reductions of such Fleet Obligations and/or rescheduling of such Fleet Obligations and/or an exchange of Debtors debt and/or equity securities for such Fleet Obligations, the Debtors shall pay to Seabury a fixed fee of US$ 25,000 per Spare Engine; and iii. For the completion and documentation of any amendment to an OEM purchase agreement resulting in the deferral, cancellation or reduction in price of any undelivered aircraft (each a "New Aircraft Delivery"), a fixed fee of US$ 75,000 per New Aircraft Delivery. iv. With respect to other support or concessions provided by OEMs the Debtors and Seabury agree to negotiate in good faith an appropriate compensation scheme prior to Seabury doing substantial work on such concessionary programs. -- Bank Debenture Restructuring Success Fees -- The Debtors shall pay to Seabury success fees associated with any restructuring (excluding any Debt-to-Equity Restructuring Transaction) of its existing local bank debenture facilities (a "Bank Debenture Restructuring Transaction") equal to 1 percent times the net cash flow savings (measured as reduced principal amortization and interest cash payments (vs. accruals) (the "Net Cash Flow Savings") over the first 36 months post-closing of a restructuring of the bank debenture facilities (the "Bank Debenture Restructuring Success Fees"). For sake of clarity, each of the first 36 months of improved cash balance (i.e., deferred cash payments of principal and interest) shall be combined and divided by 12 (to calculate the yearly equivalent cash savings) and then multiplied by 1.0 percent to arrive at the Bank Debenture Restructuring Success Fees. -- Strategic Partner Program Success Fee -- The Debtors agree to pay to Seabury a success fee with respect to negotiations with one or more strategic investors (i.e., major codeshare airline partners) (the "Strategic Partner(s)") with respect to such Strategic Partner providing either (i) a fee payment and/or (ii) capital funding to the Debtors (each a "Strategic Partner Transaction"). The Debtors agree that, with respect to any Strategic Partner Transaction, the success fee shall be determined using the rates that would otherwise be applicable for determining either a Debt Success Fee or an Equity Success Fee (the latter only applying to either any equity investment and/or fee payment by a Strategic Partner, which will be treated as if it is an equity investment for purposes of this calculation) (the "Strategic Partner Transaction Success Fees"). -- Debt-to-Equity Restructuring: The Debtors shall pay to Seabury success fees with respect to the compromise of all non-Fleet Obligations, such as funded private debt, any public bonds of the Debtors (the "GOL Bonds"), or other trade debt, in each case, that is in whole or in part forgiven, or converted into common or preferred equity of the Debtors and/or otherwise compromised as no longer requiring payment of principal or interest (each a "Debt-to-Equity Restructuring Transaction") shall be set at 1 percent (the "Debt-to-Equity Restructuring Success Fee"). -- DIP Loan Success Fee: The Debtors shall pay Seabury, upon the closing of any DIP loan financing transactions (each a "DIP Loan Transaction") a success fee equal to two and one-half percent (2.5 percent) of the principal amount of the DIP loan commitment (each a "DIP Loan Success Fee"). -- Debt Transaction Success Fees -- The Debtors shall pay to Seabury debt success fees ("Debt Transaction Success Fees") for the completion and closing of a Debt Financing Transaction under the following rate scheme where Seabury shall be paid the following fees: i. Aircraft Lease or Debt Financing -- US $75,000 per aircraft delivery (whether new or used) (for the avoidance of doubt, excluding any Fleet Obligations Restructuring Transaction); ii. Senior Secured Debt Financing -- 1.25 percent of debt principal raised; iii. Subordinated Secured Debt Financing -- 2.25 percent of debt principal raised; and iv. Unsecured Debt Financing -- 2.75 percent of debt principal raised. -- For the avoidance of doubt, the term "raised" includes the amount committed or otherwise made available to the Debtors, whether or not such amount (or any portion thereof) is drawn down at closing or is ever drawn down and whether or not such amount (or any portion thereof) is used to refinance existing obligations of the Debtors. Furthermore, any financing provided by lessors with respect to their existing airframe and engines on lease to the Debtors shall only be compensated via the Fleet Obligations Restructuring Success Fees. Equity Financing Transaction Success Fees -- If the Debtors authorize Seabury to assist with any new equity financing transaction (an "Equity Financing Transaction"), the Debtors shall pay to Seabury equity success fees ("Equity Transaction Success Fees") for completion and closing of the Equity Financing Transaction at a rate of 3 percent of the principal amount of the net proceeds raised by the Debtors from such financing; provided, however, any such equity financing provided by existing shareholders of the Debtors or any of their respective affiliates shall only be assessed an Equity Transaction Success Fee limited to 1.50 percent of the amount of the net proceeds raised by the Company from such financing. -- In addition, if equity is issued to lessors for partial satisfaction of Fleet Obligations owed by the Debtors, such equity for Fleet Obligations shall NOT be considered an Equity Financing Transaction, but rather be considered a Fleet Obligations Restructuring Transaction and be compensated as such. M&A Success Fee -- The Debtors shall pay to Seabury an M&A success fee (an "M&A Success Fee") for any M&A Transaction completed equal to 0.25 percent of the Transaction Value; where "Transaction Value" means for the Debtors' operations sold the sum of (A) Adjusted Net Debt (using a multiple of seven times annual aircraft and engine lease payment obligations) assumed or refinanced, plus (B) any additional consideration provided to the Debtors' stakeholders and creditors, or paid to or received by the Debtors, in connection with an M&A Transaction in respect of assets or outstanding securities on a fully diluted basis. Payment of Success Fees / Cap -- Upon each transaction closing, the Debtors shall pay to Seabury the success fees related to that transaction within 5 business days, subject to an overall net success fee cap defined below and the timing of payment of such fees. After crediting 50 percent of the first 6 months' Retainer Fees, the aggregate of all success fees payable to Seabury under this Agreement shall not exceed US$ 30,000,000. Supplemental Agreement Fee and Expense Structure: -- Seabury's current standard hourly rates, on tasks related to the Supplemental Agreement are as follows: Senior Managing Director $1,400 Managing Director $1,225 Executive Director $1,075 Director $1,000 Senior Vice President $875 Vice President $800 Senior Associate $625 Associate $550 Senior Analyst $475 Analyst $350 Intern $275 -- Seabury's monthly fees for Supplemental Agreement Services will be capped at US$325,000 for each of February and March 2024, and US$275,000 for all other months. The fee cap for any month can be raised or waived by mutual agreement at any time. As disclosed in court filings, Seabury is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: John E. Luth Seabury International Corporate Finance LLC 1350 Avenue of the Americas, 31st Floor New York, NY 10019 Telephone: (212) 284-1150 Mobile: (214) 725-5121 Email: jluth@seaburysecurities.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. GOLDEN DEVELOPING: Trustee Taps Matthew Hutera as Consultant ------------------------------------------------------------ Carol L. Fox, as Chapter 11 Trustee Golden Developing Solutions, Inc. and Orchard Trails, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Matthew Hutera Pharmacy Consulting. The firm's services include: (a) ensuring compliance with United States Drug Enforcement Administration laws and Board of Pharmacy regulations; (b) facilitating the termination of state licenses; (c) assisting with the closure of vendor accounts; (d) ensuring the proper disposal of all legend drugs and controlled substance inventory; and (e) becoming the legal guardian of all pharmacy records as required by law. The consultant agrees to a one-time fee of $25,000. Matthew Hutera, owner of Matthew Hutera Pharmacy Consulting, 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: Matthew Hutera MATTHEW HUTERA PHARMACY CONSULTING 903 87th Ave. Husdon, WI 54016-7074 About Golden Developing Solutions Golden Developing Solutions, Inc. filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 23-14893) on June 22, 2023, with $1 million to $10 million in both assets and liabilities. Judge Scott M. Grossman oversees the case. The Associates and Anthony L.G., PLLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. GOLDEN KEY: Has 100% Plan; Committee Now Backs Plan --------------------------------------------------- Golden Key Group, LLC, submitted a Second Amended 100% Plan of Reorganization dated February 26, 2024. This is the Debtor's Plan, and it provides for the preservation and continuation of the Debtor's business through a comprehensive reorganization that anticipates a 100% Distribution to the Holders of Allowed Claims. The Plan is the result of extensive negotiations with the Committee and is supported by the Committee as being in the best interest of creditors. Therefore, the Committee intends to withdraw its proposed Plan and proceed with a consensual plan. Distributions will be made under this Plan to Holders of Allowed Claims in accordance with their rights under this Plan and consistent with priorities under the Bankruptcy Code and under other applicable law. Class 2 consists of the Unsecured Convenience Claims consisting of those Allowed General Unsecured Claims in amounts equal to or less than $25,000.00. In full and complete satisfaction, discharge and release of the Class 2 Claims, the Debtor shall pay each Holder of a Class 2 Claim 100% of its Allowed Claim plus interest at the Applicable Federal Judgment Rate from the Effective Date, in consecutive monthly installments from the Monthly Plan Payments, the Semi-Annual Plan Payments, or the Quarterly Excess Cash Payment commencing the month immediately following Allowed Administrative Expense Claims are Paid in Full. Class 3 consists of Claims for the cure of certain Assumed Contracts and Unexpired Non-Residential Leases that relate to essential contracts and leases necessary for the Reorganized Debtor's operations. In full and complete satisfaction, discharge and release of the Class 3 Claims, the Debtor shall pay each Holder of a Class 3 Claim 100% of the principal amount of their Allowed Claims, in consecutive equal monthly installments from the Monthly Plan Payments, the Semi Annual Plan Payments, or the Quarterly Excess Cash Payment commencing the month immediately following the principal amount of Class 2 Allowed Claims being paid in full. The Class 3 Claims shall accrue simple interest from the Effective Date at the Applicable Federal Judgment Rate. Class 3 is Impaired and therefore Holders of Class 3 Allowed Claims are entitled to vote to accept or reject the Plan. Class 4 consists of the Allowed Claim of M&T Bank Line of Credit in the amount of $98,839.38. In full and complete satisfaction, discharge, and release of the Class 4 Claims, the Debtor shall pay the Holder of the Class 4 Claim 100% of its Allowed Claim, in consecutive equal monthly installments from the Monthly Plan Payments, the Semi-Annual Plan Payments, or the Quarterly Excess Cash Payments commencing the month immediately following the Allowed Claims in Classes 2 and 3 being Paid in Full. The Debtor anticipates that the principal amount of the Allowed Claim owed to the Class 4 Creditor will be paid on or about January 2025. The Class 4 Claim shall accrue simple interest from the Effective Date at the Applicable Federal Judgment Rate. Class 5 consists of the Claims of General Unsecured Creditors and Contract Rejection Claims. In full and complete satisfaction, discharge and release of the Class 5 Claims, the Debtor shall pay each Holder of a Class 5 Allowed Claim 100% of its Allowed Claim, in consecutive equal monthly installments from the Monthly Plan Payments, the Semi-Annual Plan Payments, or the Quarterly Excess Cash Payments commencing in the month immediately following Class 4 being Paid in Full. Payments will be made on a pro rata basis pari passu with Class 6. The Class 5 Claims shall accrue simple interest from the Effective Date at the Applicable Federal Judgment Rate. The Debtor anticipates that Allowed Claims in Class 5 will begin to receive payments on the principal portion of their Allowed Claims upon the Debtor's receipt of the ERTC refund on or about January 2025 and that payments to Class 5 will be completed by January 2028. In any event, payments of all principal and interest payable to Class 5 will be completed no later than 60 months following the Effective Date of the Plan unless extended for 6 additional months based upon the for reasonable business judgment of the Plan Administrator. Class 5 is Impaired. Class 6 consists of the Disputed General Unsecured Judgment Claim held by COMTek on account of a judgment entered in the Circuit Court of Fairfax County, 19th Judicial Circuit of Virginia. In full and complete satisfaction, discharge and release of the Class 6 Claim, the Debtor shall pay the Holder of the Class 6 Claim 100% of its Allowed General Unsecured Claim, in consecutive equal monthly installments, from the Monthly Plan Payments, the Semi-Annual Plan Payments, the Quarterly Excess Cash Payments commencing in the month immediately following Class 4 being Paid in Full. Payments will be made on a pro rata basis pari passu with Class 5. The Class 6 Claim shall accrue simple interest from the Effective Date at the Applicable Federal Judgment Rate. Interest will be paid after the principal amounts of all Allowed Claims in all Classes have been paid in full. The Debtor anticipates that the Allowed Claim in Class 6 will begin to receive payments on the principal portion of its Allowed Claim upon the Debtor's receipt of the ERTC refund on or about January 2025 and that payments to Class 6 will be completed by January 2028. In any event, payments of all principal and interest payable to Class 6 will be completed no later than 60 months following the Effective Date of the Plan unless extended for 6 additional months based upon the for reasonable business judgment of the Plan Administrator. Class 6 is Impaired. Class 7 consists of all Equity Interests in the Debtor. On or after the Effective Date, Equity Interests in the Debtor shall be extinguished, and Holders thereof shall not receive any Distribution with respect to their Interest held in the Debtor. The Reorganized Debtor shall issue new Equity Interests to Ms. Gretchen McCracken. Such interests shall be pledged to secure the performance of the Plan. In order to receive the New Equity Interests, Ms. McCracken will be required to execute a Non Recourse Guaranty, Pledge Agreement, and such other documents as shall be necessary to effectuate the pledge of the New Equity Interests. The Plan Administrator shall take and maintain possession of the New Equity Interests. At such time as the Plan is Paid in Full the lien upon the new Equity Interests shall be immediately released and the lien extinguished. The Plan Administrator shall take any and all necessary action to release the New Equity Interests to Ms. McCracken. The Debtor projects that the amount of New Value being contributed by Gretchen McCracken is approximately $1,300,000 in value. This Plan will be funded from 5 sources: (1) Cash on hand on the Effective Date, (2) recoveries from the pursuit of any claims, rights, or other legal remedies the Debtor has, or may have in the future, (3) additional funding through A/R Funding (4) tax refunds and/or tax credits which the Debtor is owed for any pre or post-petition period, including but not limited to the ERTC, and (5) available Cash from ongoing operations. A full-text copy of the Second Amended Plan dated February 26, 2024 is available at https://urlcurt.com/u?l=yLEgLe from PacerMonitor.com at no charge. Counsel for the Debtor: Paul Sweeney, Esq. Corinne Donohue Adams, 18768 YVS Law, LLC 11825 West Market Place, Suite 200 Fulton, MD 20759 Tel: (443) 569-5972 E-mail: psweeney@yvslaw.com About Golden Key Group Golden Key Group, LLC, is a professional services firm dedicated to helping federal and commercial clients solve today's strategic, organizational and operational challenges while addressing their future needs. Founded in 2002, Golden Key Group's solution offerings include Human Capital Management Support, Human Resources Operations, Employee Training and Leadership Development, Professional Consulting Services, Program Management Office, Acquisition and Category Management, Analytics and Information Technology, Executive Search Services, and Select Solutions. The Debtor sought protection under U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-10414) on Jan. 20, 2023. In the petition signed by Gretchen McCracken as CEO and managing member, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Maria Elena Chavez-Ruark oversees the case. Paul Sweeney, Esq., at Yumkas, Vidmar, Sweeney and Mulrenin, LLC, is the Debtor's legal counsel. GOPHER RESOURCE: Moody's Alters Outlook on 'Caa1' CFR to Negative ----------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Gopher Resource, LLC, including the Caa1 corporate family rating and senior secured first lien debt rating, as well as the Caa1-PD probability of default rating. Moody's also changed the outlook to negative from stable. The change in outlook to negative reflects Gopher's weak liquidity with high refinancing risk over the next year. It also reflects the company's high financial leverage driven by unplanned plant disruptions and continued uncertainty as to the timing for resolving litigation tied to prior worker safety concerns at the Tampa plant. Corporate governance risk was a key factor in Moody's rating action, considering an aggressive financial policy with a tolerance for high leverage and near term refinancing risk. RATINGS RATIONALE The ratings reflect Gopher's modest scale, high degree of customer concentration, limited product diversification and reliance on two recycling facilities that make its earnings vulnerable to unplanned plant disruptions or operating inefficiencies. Gopher has high financial leverage, with adjusted debt-to-EBITDA around 8x at December 31, 2023, pro forma for a plant fire in late 2023 (now resolved) and EBITDA addbacks primarily related to costs for a prior year investigation into worker safety at the Tampa plant. Moody's expects leverage to fall steadily towards 7.5x in 2024, based on higher pricing implemented, improved labor and plant efficiencies, and a backdrop of healthy demand for recycled lead. This should support improving EBITDA margin into 2025. Moody's believes the prior regulatory investigation around lead/toxin exposure to workers at the Tampa plant is largely behind the company though Gopher is exposed to civil litigation on the matter. The company also has an aggressive financial policy with a history of prior annual dividend distributions, though distributions are discretionary and historically tailored around the level of cash on hand and cash flow. Gopher benefits from a largely contracted book of business (about 95% of revenue), including price and volume commitments, with the leading lead-acid battery manufacturers. This reflects the essential service the company provides, with demand for recycled lead expected to exceed available recycling capacity and supply for the foreseeable future. Demand for recycled lead is driven by battery manufacturers with a large installed base of automotive lead-acid batteries in North America, which creates a recurring replacement cycle. The fee-for-service operating model minimizes commodity price risk with less than 10% of volumes and revenue vulnerable to spot market fluctuations. Despite its modest revenue size, Gopher's leading position in the lead-acid battery recycling industry and longstanding customer relationships also support the ratings. Gopher benefits from an environmental incentive for battery manufacturers to support a closed-loop industry as automotive batteries are banned from landfills and incineration due to lead's toxicity. Lead can be infinitely recycled without a loss in quality and recycled lead is cheaper than virgin or imported lead, making battery production more affordable and providing an economic incentive that drives customer demand for recycled lead. Further, with no primary lead smelting in the US (the last domestic smelter shuttered in 2013), the North American lead market is short on recycling capacity and supply. Nevertheless, Gopher has smelting capabilities that can produce a wide variety of high-value alloys to meet customer specifications. Liquidity is weak given looming debt maturities over the next year, with the revolving facility expiring in September 2024 and term loan maturing in March 2025. Unrestricted cash of approximately $23 million (at December 31, 2023) and revolver availability do not adequately cover annual interest expense, which approximated $40 million at December 31, 2023, and mandatory term loan amortization of about $5 million annually. Free cash flow is constrained by high interest expense and was negatively impacted by plant disruptions in 2023. Moody's expects free cash flow to turn modestly positive in 2024 based on higher pricing, increased volumes and efficiency improvements. The $40 million revolving credit facility had roughly $18 million available at December 31, 2023, net of posted letters of credit. The facility is subject to a springing total net leverage ratio, tested at quarter-end if the aggregate amount drawn, including L/Cs above a $10 million carveout, exceeds 35% or $14 million of the facility. The first-lien term loan due 2025 has no financial maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if Gopher is unable to improve liquidity and successfully refinance its 2024 and 2025 debt maturities at par in the near term. The ratings could also be downgraded with meaningful disruption in plant operations and/or unfavorable developments related to lead-acid battery recycling initiatives. Inability to address requirements of regulators resulting from the outcome of the prior Tampa plant investigation would also drive downwards rating pressure. A lack of margin growth because of lower than expected efficiency improvements or weaker volumes, would also negatively impact the ratings. Debt-to-EBITDA expected to remain above 7x after 2024 or negative free cash flow could also result in a downgrade, as could an accident related to lead handling or processing. An upgrade could result with an improvement in the debt maturity profile, including successful refinancing of the company's credit facility at par and a significant improvement in liquidity. The ratings could also be upgraded with a significant increase in scale, reduced reliance on/concentration to key customers, and material growth in margins and free cash flow, boosted by meaningful volumes that translate into higher operating efficiencies. Debt-to-EBITDA sustained around 5.5x and sustained positive free cash flow could also support an upgrade. The principal methodology used in these ratings was Environmental Services and Waste Management published in May 2023. Gopher Resource, LLC is a leading recycler of lead-acid batteries in North America with a majority of the refined lead being re-used in automotive and industrial batteries. Gopher Resource takes spent batteries, separates the lead, plastic and acid and through smelting and refining processes, produces lead, metal alloys and plastic pellets for its customers. Revenue approximated $344 million for the fiscal year ended December 31, 2023. Gopher is owned by private equity firm, Energy Capital Partners, following a leveraged buyout in January 2018. GRUPO HIMA: Seeks to Extend Plan Exclusivity to March 14 -------------------------------------------------------- Grupo Hima San Pablo, Inc., and its affiliates asked the U.S. Bankruptcy Court for the District of Puerto Rico to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to March 14 and May 13, 2024, respectively. This is the Debtors' second request for extension of the Exclusive Periods and comes almost five months after the Petition Date. The Debtors have made significant strides forward thus far. But, as would be expected given the scope of what must be achieved in this chapter 11 case, much work remains. The Debtors anticipate that a second request of a 45-day extension of the Exclusive Periods will allow them sufficient time to complete the sale process, evaluate the potential claims, develop and reconcile the sale strategy, conclude its negotiations with the UCC and secured lender, with their intent to build up a plan to be proposed to their creditors. The Debtors claim that they have cooperated and worked constructively and in good faith with all of its officers in the five months since the filing to comply with all requirements, filing and duties, and resolve all or almost all matters that have come into play through consent. To this date the Debtors' efforts have been aimed towards preserving Debtors' operations, reconciling them with this ongoing proceeding and pushing to conclude the sale process. The Debtors point out that conversations are aimed towards negotiating certain carveouts or access to funds to craft a plan of reorganization. Debtors simply seek this timeframe to shift their gaze and resources towards crafting, developing a plan to be proposed to their creditors. These efforts are and will be pursued in open communication with the secured creditor and the unsecured creditors' committee. Accordingly, the Debtors are currently sustaining negotiations with the secured creditor and the UCC, which ultimately will aid and dictate the contents of a plan. Currently, this is an ongoing process and work remains to be done, and such work requires an extension of the Debtors' Exclusive Periods. Attorneys for the Debtor: Wigberto Lugo Mender, Esq. Alexis A. Betancourt Vincenty, Esq. Lugo Mender Group, LLC 100 Carr. 165 Suite 501 Guaynabo, PR 00968-8052 Tel: (787) 707-0404 Fax: (787) 707-0412 Email: wlugo@lugomender.com About Grupo Hima San Pablo Grupo HIMA San Pablo, Inc. serves as a diversified healthcare services holding company pursuant to a corporate reorganization of several businesses related by common ownership. Through its subsidiaries and affiliates, Grupo HIMA San Pablo primarily owns and operates hospital facilities and other healthcare related businesses. As of August 2023, the HIMA GROUP operates four hospitals, with over 1,200 licensed beds, including an Oncological Hospital, a multi-specialty physician practice management company, Home Care Service (including infusion therapies and wound care), a free-standing ambulatory center and a 16-ambulance service company. Grupo HIMA San Pablo and its affiliates filed Chapter 11 petitions (Bankr. D. P.R. Lead Case No. 23-02510) on Aug. 15, 2023. In the petition signed by its chief executive officer, Armando J. Rodriguez-Benitez, Grupo HIMA San Pablo disclosed $500 million to $1 billion in assets and $100 million to $500 million in liabilities. Judge Enrique S. Lamoutte Inclan oversees the cases. Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC and Pietrantoni Mendez & Alvarez, LLC serve as the Debtors' bankruptcy counsel and special counsel, respectively. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Sept. 7, 2023. Porzio, Bromberg & Newman, P.C. is the committee's legal counsel. Edna Diaz De Jesus is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. HAMEL TRUCKING: Hires William S. Gannon as Bankruptcy Counsel ------------------------------------------------------------- Hamel Trucking, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to employ William S. Gannon, PLLC as its general bankruptcy counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties as debtor-in-possession and the continued management and operation of its businesses and properties; b. attending meetings and negotiating with representatives of creditors and other parties in interest, responding to creditor inquiries, and advising and consulting on the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11; c. negotiating and preparing on behalf of the Debtor a plan or plans of reorganization, and all related documents, and prosecuting the plan or plans through the confirmation process; d. representing the Debtor in connection with any adversary proceedings or automatic stay litigation that may be commenced in the proceedings and any other action necessary to protect and preserve the Debtor's estates; e. advising the Debtor in connection with any sale of assets; f. representing and advising the Debtor regarding post-confirmation operations and consummation of a plan or plans of reorganization; g. appearing before the Family Court and State Superior Court to represent the interests of Debtor and the estate; h. appearing before this Court, any appellate courts, and the U.S. Trustee and protecting the interests of the Debtor before such courts and the U.S. Trustee; i. preparing necessary motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; and j. performing all other legal services for and providing all other legal advice to the Debtor that may be necessary and proper in these proceedings, including, without limitation, services or legal advice relating to applicable state and federal laws and securities, labor, commercial, and real estate laws. The hourly rates charged by the firm are as follows: William S. Gannon, Esq. $525 per hour Beth E. Venuti, Paralegal $175 per hour Jeanne Arquette-Koehler, Staff $120 per hour The firm received from the Debtor a retainer in the amount of $2,500. As disclosed in court filings, William S. Gannon is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: William S. Gannon, Esq. WILLIAM S. GANNON PLLC 740 Chestnut Street Manchester, NH 03104 Tel: (603) 621-0833 Fax: (603) 621-0830 Email: bgannon@gannonlawfirm.com About Hamel Trucking, LLC Hamel Trucking, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 24-10102) on February 20, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge Bruce A Harwood presides over the case. William S. Gannon, Esq. at William S. Gannon PLLC represents the Debtor as counsel. HEART HEATING: Hires Apogee Equity Partners as Business Broker -------------------------------------------------------------- Heart Heating & Cooling, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Apogee Equity Partners as its business broker. Apogee will market and sell the Debtor's assets, including, all furniture, fixtures, equipment, goodwill, trademarks, trade names, and inventory, in order to fund the amended reorganization plan. Apogee shall earn a commission equal to 10 percent of the first million dollars or any portion thereof plus 8 percent of the second million dollars or any portion thereof plus 6 percent of the balance of the purchase price. Jason Hoff, a partner with Apogee, assured the court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jason Hoff Apogee Equity Partners 155 E Boardwalk Suite 400-442 Fort Collins, CO 80525 Phone: (844) 368-6979 About Heart Heating Heart Heating & Cooling, LLC is a HVAC contractor in Colorado Springs, Colo. The Debtor filed Chapter 11 petition (Bankr. D. Colo. Case No. 23-13019) on July 11, 2023, with $2,676,312 in assets and $11,173,434 in liabilities. Joli Lofstedt, Esq., has been appointed as Subchapter V trustee. Judge Thomas B. McNamara oversees the case. K. Jamie Buechler, Esq., at Buechler Law Office, LLC is the Debtor's counsel. HEYWOOD HEALTHCARE: Plan Exclusivity Period Extended to March 29 ---------------------------------------------------------------- Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts extended Heywood Healthcare, Inc. and affiliates' exclusive periods to file their plan of reorganization, and solicit acceptances thereof to March 29, 2024 and May 28, 2024, respectively. As shared by Troubled Company Reporter, Heywood Healthcare, Inc. and affiliates were authorized to use cash collateral on an interim basis in accordance with the budget, through the earliest to occur of (i) the entry of the Final Order; (ii) the occurrence and during the continuance of a Termination Event and following the Default Notice Period; or (iii) February 29, 2024. The Debtors require access to their cash collateral to fund the ongoing operating expenses of the other Debtors during the Chapter 11 Cases. Counsel to the Debtor: John M. Flick, Esq. Flick Law Group, P.C. 144 Central St #201 Gardner, MA 01440 Phone: (978) 632-7948 Email: jflick@flicklawgroup.com About Heywood Healthcare Heywood Healthcare, Inc. is a non-profit community-owned hospital in Gardner, Mass. Heywood Healthcare and its affiliates filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 23-40817) on Oct. 1, 2023. In the petition signed by its chief executive officer, Thomas Sullivan, Heywood Healthcare disclosed up to $500,000 in assets and up to $50,000 in liabilities. Judge Elizabeth D. Katz oversees the cases. John M. Flick, Esq., at Flick Law Group, PC represents the Debtors as counsel. The U.S. Trustee for Region 1 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Dentons Bingham Greenebaum, LLP and Dentons US, LLP as its legal counsel. HOLLIE RAY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Hollie Ray Boutique LLC 1800 Galleria Blvd, Suite 2070 Franklin, TN 37067 Business Description: Hollie Ray is a locally owned boutique that carries women's clothing, jewelry, gifts & accessories with a focus on quality and style. Chapter 11 Petition Date: March 1, 2024 Court: United States Bankruptcy Court Middle District of Tennessee Case No.: 24-00707 Judge: Hon. Randal S. Mashburn Debtor's Counsel: Keith D. Slocum, Esq. SLOCUM LAW 370 Mallory Station Road Suite 504 Franklin, TN 37067 Tel: (615) 656-3344 Email: keith@keithslocum.com Total Assets: $187,438 Total Liabilities: $1,751,189 The petition was signed by Erica Reynolds as authorized representative of the Debtor. 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/DCM2KMI/Hollie_Ray_Boutique_LLC__tnmbke-24-00707__0001.0.pdf?mcid=tGE4TAMA INFINERA CORP: Shapiro Reports 8.3% Stake ----------------------------------------- Louis S. Shapiro and Shapiro Capital Management LLC disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that, as of December 31, 2023, they beneficially owned 18,767.200 shares of Infinera Corp.'s common stock, representing 8.3% of the shares outstanding. A full-text copy of the Report is available at https://tinyurl.com/3aevbvet About Infinera Corp. Headquartered in Sunnyvale, Calif., Infinera Corp. -- www.infinera.com -- is a global supplier of innovative open optical networking solutions and advanced optical semiconductors that enable carriers, cloud operators, governments, and enterprises to scale network bandwidth, accelerate service innovation, and automate network operations. Infinera Corporation reported a net loss of $76.04 million for the year ended Dec. 31, 2022, a net loss of $170.78 million for the year ended Dec. 25, 2021, a net loss of $206.72 million for the year ended Dec. 26, 2020, and a net loss of $386.62 million for the year ended Dec. 28, 2019. * * * Egan-Jones Ratings Company on August 10, 2023, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Infinera Corp. INFINITY PHARMACEUTICALS: Seeks to Extend Exclusivity to April 29 ----------------------------------------------------------------- Infinity Pharmaceuticals, Inc. and Infinity Discovery, Inc., asked the U.S. Bankruptcy Court for the District of Delaware to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to April 29 and June 25, 2024, respectively. The Debtors claim that they have devoted substantial time and effort pursuing a marketing process to maximize value for the Debtors' estates. The complexity of marketing and negotiating the Sale required a significant amount of time and energy from the Debtors and their advisors. Further, the Debtors have formulated a plan of liquidation that maximizes recoveries for the Debtors' estates and their creditors. Upon approval of the motion to set procedures to solicit votes to approve or reject the proposed plan and interim approval of the Disclosure Statement, the Debtors will undertake the solicitation process. As a result, the Debtors require additional time for the Exclusive Periods to continue toward confirmation of the proposed plan and winddown of the Debtors' estates. The Debtors believe that it is reasonable to request an extension of the Exclusive Periods. Granting the requested extensions will afford the Debtors a full and fair opportunity to solicit votes on a plan and review and analyze the various claims filed against the Debtors and their estates, following which they will devote their efforts to the winding down of the Debtors' business pursuant to a plan process or otherwise without the distraction, cost and delay of a competing plan process. The Debtors assert that they have worked closely with their creditors and other interested parties and have complied with the obligations placed on the Debtors under the Bankruptcy Code. In meeting their fiduciary duties to their creditors, the Debtors have recognized the need to deal with all parties-in-interest in these Chapter 11 Cases and have consistently conferred with these constituencies on every major substantive and administrative matter, attempting to reach agreement or a compromise to avoid lengthy and expensive disputes. The Debtors' request to extend the Exclusive Periods is made in good faith and will afford the Debtors an opportunity to implement a realistic and viable chapter 11 plan if the proposed plan is approved by the Court. Extending the Exclusive Periods will provide the Debtors with the opportunity to achieve consensus on what the Debtors believe to be a confirmable chapter 11 plan. Counsel to the Debtors: Matthew B. McGuire, Esq. Matthew R. Pierce, Esq. Joshua B. Brooks, Esq. LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Telephone: (302) 467-4416 Email: mcguire@lrclaw.com About Infinity Pharmaceuticals Infinity Pharmaceuticals, Inc., is a research and clinical-development stage biopharmaceutical company with a focus on developing novel drugs for the treatment of cancer. On Sept. 29, 2023, Infinity Pharmaceuticals Inc. and Infinity Discovery Inc. filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11640). The Debtors listed $21,232,000 in assets and $58,638,000 in liabilities. The petitions were signed by Seth A. Tasker as chief executive officer. The Debtors tapped Landis Rath & Cobb LLP as bankruptcy counsels. Sonoran Capital Advisors LLC is the Debtors' financial advisor. Wilmer Cutler Pickering Hale and Dorr LLP is the Debtors' special corporate counsel. SSG Advisors LLC is the Debtors' investment banker. Stretto Inc. is the Debtors' notice and claims agent. INGLESIDE AT KING FARM: Fitch Hikes IDR to 'BB-', Outlook Stable ---------------------------------------------------------------- Fitch Ratings has upgraded the Issuer Default Rating (IDR) of King Farm Presbyterian Retirement Community, Inc. d/b/a Ingleside at King Farm (IKF) to 'BB-' from 'B'. Fitch has also upgraded to 'BB-' from 'B' the revenue rating on approximately $133 million of Rockville, MD (Rockville) economic development bonds issued on behalf of IKF. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Ingleside at King Farm (MD) LT IDR BB- Upgrade B Ingleside at King Farm (MD) /General Revenues/1 LT LT BB- Upgrade B The two-notch upgrade to 'BB-' reflects IKF's strengthened financial profile after another strong year of operational performance that contributed to a material improvement to the balance sheet. Unrestricted liquidity grew by 56% in 2023, with cash to adjusted debt (inclusive of a debt service reserve fund) improving to 28.3% from 19.8% in 2022. The financial cushion that now exists at IKF removes concerns around the potential of near-term material default risk that defines a 'B' category credit. Higher occupancy across all three levels of care supported the strong operating performance as IKF benefited from a fully stabilized year of occupancy from its Gardenside independent living (IL) expansion, as well as an improved flow of IL residents through the continuum of care, which helped bolster assisted living (AL) and skilled nursing occupancies. Fitch's forward-looking analysis anticipates that IKF's financial profile remains stable through a moderate stress scenario as the gains in occupancy are sustained, supporting steady cash flow. Capex is expected to remain below depreciation, given the minimal capital needs, after IKF completed its expansion and repositioning project in 2020. Future positive rating action will depend on IKF's ability to maintain its operating performance while further growing its unrestricted liquidity. SECURITY The bonds are secured by a pledge of and lien on the obligated group's (OG) gross revenues, a mortgage lien on the community, and a debt service reserve fund. KEY RATING DRIVERS Revenue Defensibility - 'bbb' Single Site LPC with a Strong Demand The midrange revenue defensibility reflects the strength of IL demand at IKF, with IL occupancy rising to 97% in 2023 from 92% in 2022. The good demand is further evidenced by IKF's 119 IL unit Gardenside expansion, which opened in 2019 and largely filled during the pandemic, reaching stabilized occupancy in 2022. Occupancy in AL, memory care, and skilled nursing also improved in 2023 and were at 92%, 77%, and 71% respectively, after being 76%, 57%, and 54% in 2022. IKF management attributes the improved occupancy to residents again moving though the continuum of care after pandemic-related challenges made many residents reluctant to move out of IL. This slowdown in the flow of residents through the continuum during the pandemic was largely consistent with the experience of other LPC providers. IKF is more reliant on patients moving through the continuum of care to support occupancy as state of Maryland regulations do not allow IKF to take direct outside admits into its skilled nursing center. Moving forward, given the number of IL residents after the Gardenside expansion and the improved occupancies in AL and memory care, Fitch believes there will be a strong enough pipeline of residents to keep SNF occupancy steady. IKF has historically done a good job flexing staff to occupancy levels and has not used agency staff in its skilled nursing center, so short-term fluctuations in SNF occupancy are not expected to be a credit concern. There is some competition in the primary service area of Rockville, MD and in the region for all service lines, but IKF benefits from strong local area demographics, including excellent wealth indicators (median income in Rockville is well above state and national levels). IKF's entrance fee pricing remains consistent with area housing prices and resident wealth indicators. IKF maintains an active waitlist that is updated daily and currently has about 140 members on the list. A new for-profit IL/AL facility is expected to open in late 2024. Fitch does not view the new competitor as a material threat to demand at IKF, given that the new entrant is a rental model and will not provide the full continuum of care. Operating Risk - 'bbb' Performance and Leverage Position Improved The midrange operating risk assessment reflects IKF's improved operating performance and the easing of its elevated debt burden. The 89.9% operating ratio and 34.1% net operating margin -- adjusted in 2023 (unaudited) -- were better than 2022 results and much improved over 2021 and 2020, when these ratios were 104% and 116%, and 25.2% and (13.3%), respectively. The improved performance reflects the higher levels of occupancy, good cost management, which helped absorb some of the inflationary labor costs, and a solid year for net entrance fee receipts. Fitch expects IKF to maintain improved levels of performance as the higher levels of occupancy, rate increases, and cost management sustain operations. After a good year of net entrance fee receipts of $6.3 million, net entrance fee receipts are expected to normalize to levels closer to $4 million-$5 million a year. While some of IKF's capital-related metrics remain elevated for the midrange assessment, they have been improving and are expected to continue to moderate moving forward. Revenue-only MADS has been consistent with the midrange assessment over the last three years and Fitch expects that to continue moving forward, with revenue only coverage of about 1x. At YE 2023, MADS as a percentage of revenue was 19.4%, which is down from 24% at YE 2022, but still remains above the 16% midrange threshold. Debt-to-net available was consistent with the midrange assessment at 7.2x. However, that figure reflected the very strong year of financial performance. Fitch expects debt to net available to be more in line with the upper end of the midrange assessment threshold at between 8x and 9x over the next three to four years. Debt to net available had been over 10x in the prior two years. Capex averaged about 240% of depreciation over the last five years, reflecting the spending on the campus expansion and repositioning project. As a result, IKF has no major capital projects planned and capex spending is expected to remain well below depreciation at about $4 million-$6 million a year. Financial Profile - 'bb' Resilience at the Higher Rating Through a Moderate Stress Given IKF's midrange revenue defensibility and midrange operating risk and Fitch's forward-looking scenario analysis, Fitch expects key leverage metrics to remain stable through the current economic and business cycle. IKF had unrestricted cash and investments of approximately $28 million at Dec. 31, 2023, which represented about 28% of total adjusted debt, when including a $9 million debt service reserve fund. Days cash on hand was about 285 days, which is now neutral to the rating outcome. Fitch's baseline scenario, which is a reasonable forward look of financial performance over the next five years given current economic expectations, shows IKF's operating ratio stabilizing in the mid-to-low 90% range. Capital spending is expected to be below depreciation over this time. Key metrics -- the operating ratio, MADS coverage, and cash to adjusted debt -- remain stable through Fitch's moderate stress scenario and consistent with the 'BB' category. Asymmetric Additional Risk Considerations No asymmetric risks informed the assessment's outcomes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Deterioration in liquidity such that cash to adjusted debt falls below 20%; - Failure to consistently meet the 1.2x coverage covenant for the $9.3 million MADS. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Growth in unrestricted liquidity such that cash to adjusted debt stabilizes above 40%; - MADS coverage that stabilizes above 1.7x. PROFILE IKF is a type-C LPC located in Rockville, MD about 15 miles outside of Washington, D.C. that opened in 2009 and achieved stabilized occupancy in 2012. It currently offers 366 ILUs, 32 AL units, 32 memory care/AL beds and 45 skilled nursing facility beds. Total operating revenues (unaudited) were $46 million in 2023. IKF is the only member of the OG. IKF's parent company and sole corporate member is Westminster Ingleside King Farm Presbyterian Retirement Communities, Inc., d/b/a Ingleside. Ingleside is also the sole member of two other LPCs, Ingleside at Rock Creek in Washington, D.C. and Westminster at Lake Ridge (BB/Stable) in Lake Ridge, VA, as well as a non-profit supporting foundation and a non-profit home care service provider. IKF benefits from the resources of the larger corporate entity through shared services and other items. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. 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. INPIXON: Anson Funds Management, 5 Others Report 9.9% Stake ----------------------------------------------------------- Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo and Moez Kassam disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially owned 19,338,936 shares of Inpixon's Common Stock, representing 9.9% of the shares outstanding. Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 19,338,936 shares of Common Stock underlying warrants held by the Fund. Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 9.9% of the outstanding shares of Common Stock. This percentage is determined by dividing 19,338,936 by 193,582,948, which is the sum of: (i) 174,244,012 shares of Common Stock issued and outstanding, as reported in the Inpixon's Report on Form S-1 filed with the Securities and Exchange Commission on December 20, 2023; and (ii) 19,338,936, the number of shares of Common Stock receivable by the Fund upon exercise of the Common Warrants. Anson Funds Management LP and Anson Advisors Inc., as the co-investment advisors to the Fund, may direct the vote and disposition of the 19,338,936 shares of Common Stock held by the Fund. Anson Management GP LLC, as the general partner of Anson Funds Management LP, may direct the vote and disposition of the 19,338,936 shares of Common Stock held by the Fund. As the principal of Anson Funds Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the 19,338,936 shares of Common Stock held by the Fund. Mr. Nathoo and Mr. Kassam, each as a director of Anson Advisors Inc., may direct the vote and disposition of the 19,338,936 shares of Common Stock held by the Fund. A full-text copy of the Report is available at https://tinyurl.com/mr3vd8ab About Inpixon Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) -- inpixon.com -- is an indoor data company and specializes in indoor intelligence. The company's Indoor Intelligence and industrial real-time location system (RTLS) solutions are leveraged by a multitude of industries to optimize operations, increase productivity, and enhance safety. Inpixon customers can take advantage of industry leading location awareness, analytics, sensor fusion, IIoT and the IoT to create exceptional experiences and to do good with indoor data. Inpixon reported a net loss of $66.3 million in 2022, a net loss of $70.13 million in 2021, a net loss of $29.21 million in 2020, a net loss of $33.98 million in 2019, and a net loss of $24.56 million in 2018. INPIXON: Armistice Capital, Steven Boyd Report 2.92% Stake ---------------------------------------------------------- Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially owned 3,846,153 shares of Inpixon's Common Stock, representing 2.92% of the shares outstanding. A full-text copy of the Report is available at https://tinyurl.com/3st7e4dd About Inpixon Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) -- inpixon.com -- is an indoor data company and specializes in indoor intelligence. The company's Indoor Intelligence and industrial real-time location system (RTLS) solutions are leveraged by a multitude of industries to optimize operations, increase productivity, and enhance safety. Inpixon customers can take advantage of industry leading location awareness, analytics, sensor fusion, IIoT and the IoT to create exceptional experiences and to do good with indoor data. Inpixon reported a net loss of $66.3 million in 2022, a net loss of $70.13 million in 2021, a net loss of $29.21 million in 2020, a net loss of $33.98 million in 2019, and a net loss of $24.56 million in 2018. INSTA MOBILITY: Case Summary & Nine Unsecured Creditors ------------------------------------------------------- Debtor: Insta Mobility Inc. 10365 SE US Hwy 441 Belleview, FL 34420 Chapter 11 Petition Date: March 1, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-00606 Judge: Hon. Jason A. Burgess Debtor's Counsel: Justin M. Luna, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (401) 481-5800 Fax: (407) 481-5801 Email: jluna@lathamluna.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Hyuk J. Nam as sole shareholder. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EZ7NY5I/Insta_Mobility_Inc__flmbke-24-00606__0001.0.pdf?mcid=tGE4TAMA INTERNATIONAL FOODS: Taps Hiltz Zanzig & Heiligman as Counsel ------------------------------------------------------------- International Foods NW Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Hiltz Zanzig & Heiligman LLC as its counsel. The firm's services include: a. assisting the Debtor in performing its duties as a debtor-in-possession; b. meeting with the United States Trustee and their representatives concerning administration of the estate; c. meeting and negotiating with creditors and their representatives and other interested parties regarding matters relating to the administration of the Debtor's estate; and d. performing all other legal services as required. The firm will be paid at these rates: John F. Hiltz, Partner $430 per hour Alex J. Whitt, Associate $275 per hour Paralegal Time $175 per hour As disclosed in court filings, Hiltz Zanzig & Heiligman neither represents nor holds any interest adverse to the Debtor and its estate. The firm can be reached through: John F. Hiltz, Esq. Alex J. Whitt, Esq. HILTZ ZANZIG & HEILIGMAN, LLC 53 West Jackson Blvd., Suite 1301 Chicago, IL 60604 Tel: (312) 566-9008 Email: jhiltz@hzhlaw.com About International Foods NW Inc. International Foods NW Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-01165) on January 29, 2024. In the petition signed by Carlos Mella-Picel, owner, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Deborah L. Thorne oversees the case. John F. Hiltz, Esq., at Hiltz Zanzig & Heiligman LLC, represents the Debtor as legal counsel. INTERNATIONAL GAME: S&P Places 'BB+' ICR on CreditWatch Positive ---------------------------------------------------------------- S&P Global Ratings placed all its ratings on global lottery operator and gaming technology provider International Game Technology PLC (IGT), including its 'BB+' issuer credit rating, on CreditWatch with positive implications. S&P said, "The CreditWatch placement reflects our view that the potential transaction will likely result in a stronger credit profile for the stand-alone entity. This is due to the expected deleveraging from debt reduction at IGT and our favorable view of IGT's lottery segment, which could result in a ratings upgrade for IGT if the transaction receives regulatory and other approvals. "The CreditWatch positive placement reflects our view that the credit profile of IGT's remaining stand-alone lottery business will be stronger. On Feb. 29, 2024, IGT and Everi announced their entry into definitive agreements in which IGT will separate its Global Gaming and PlayDigital businesses by way of a taxable spinoff to IGT shareholders. It will then immediately combine such businesses with Everi to create a newly formed global gaming and fintech enterprise in which current IGT shareholders will hold a 54% ownership stake. The transaction is expected to close by early 2025, subject to regulatory approvals. "Pro forma for the transaction, excluding synergies, we estimate IGT Lottery's trailing 12-month S&P Global Ratings-adjusted leverage as of Sept. 30, 2023 would be about 3.0x (incorporating $2 billion of debt repayment), down slightly from about 3.2x. We believe the expected debt repayment and leverage reduction will offset IGT's modestly reduced scale and product diversity and could lead to a ratings upgrade. If IGT successfully closes the transaction, we could raise the rating by at least one notch. Further ratings upside would largely depend on the company's pro forma capitalization and our view of management's long-term financial policy as a standalone lottery company. "The lottery industry is resilient over economic cycles and benefits from high barriers to entry, but competition for lottery contracts and renewals can lead to upfront costs and pricing pressure. Our view of IGT's Global Lottery business as a stand-alone entity is underpinned by good lottery industry fundamentals and its strong position within the industry, particularly in the draw-based game segment. Our favorable view of IGT's Lottery business is also supported by a strong margin profile as well as geographic and customer diversity. We view operations in the lottery industry favorably given the industry's long history of global revenue growth and resiliency in periods of economic stress, in part because of the low price point and ease of access to lottery products for consumers." Further, lottery operators benefit from good revenue and cash flow visibility given long-term contracts with governments and the stability of demand for lottery products. Long- term contracts can entrench operators in the governments' lottery ecosystem, resulting in high switching costs for governments and generally high contract renewal rates. This is partially offset by intense competition for new lottery contracts, as well as governments' needs for additional funding to support their budgets, which can result in pricing pressure or large upfront payments in some jurisdictions like Italy. S&P said, "We expect to address the CreditWatch placement once we are confident the proposed transaction can achieve regulatory, shareholder, and other approvals prior to expected closing by early 2025. We will assess the IGT Lottery's business position, pro forma capital structure, and long-term financial policy as more information becomes available. While we would likely raise the rating by at least one notch, we could raise the rating by two notches if we expect IGT to sustain leverage below 3x, incorporating periodic, large, upfront payments and capital investments to extend lottery contracts, dividends, share repurchases, and operating volatility. We would also need to believe that management's financial policy is aligned with sustaining S&P Global Ratings-adjusted leverage below 3x. If the deal does not proceed, we will likely affirm our ratings on IGT and remove it from CreditWatch." IGT operates and provides technology in the global gaming market, including lotteries, machine gaming, sports betting, and digital gaming. For the year ended Dec. 31, 2022, the company derived about 61% of its revenue from global lottery, about 34% from global gaming, and the remainder from digital and betting. Geographically, about 60% of IGT's revenue was from the U.S. and Canada, about 25% was from Italy, and the remainder was from other international jurisdictions in the year ended Dec. 31, 2022. INTERSTATE FREIGHT: Hires Davis Ermis & Roberts as Counsel ---------------------------------------------------------- Interstate Freight Solutions LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Davis, Ermis & Roberts, P.C. to handle its Chapter 11 case. The firm will provide these services: (a) give the Debtor legal advice with respect to its powers and duties as Debtor-In-Possession in the continued operation of the business and management of its property; (b) prepare on behalf of Debtor, as Debtor-In-Possession, necessary applications, orders, answers, reports, and other legal papers; (c) perform all other legal services for the Debtor, as Debtor-In-Possession, which may be necessary herein. The firm will be paid at these rates: Attorneys $475 per hour Paralegals $120 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Craig Davis, Esq., a partner at Davis Ermis & Roberts, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Craig D. Davis, Esq. DAVIS ERMIS & ROBERTS, P.C. 1521 N. Cooper, Suite 860 Arlington, TX 76011 Tel: (972) 263-5922 Fax: (972) 262-3264 About Interstate Freight Solutions LLC Interstate Freight Solutions LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 24-40297) on January 29, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by DAVIS, ERMIS & ROBERTS, P.C. ISLAND DOG: Court Approves Disclosure Statement ----------------------------------------------- Judge Karen K. Specie has entered an order that the disclosure statement filed by Island Dog Too LLC on Aug. 31, 2023, is approved. March 5, 2024, is fixed as the last day for filing written acceptances or rejections of the plan. A confirmation hearing will be held on Mar. 12, 2024, at 01:30 PM, Central Time, at 100 N. Palafox Street, Courtroom 1, Pensacola, FL 32502. Any objections to confirmation shall be filed and served 7 days before the confirmation hearing. About Island Dog Too Island Dog Too, LLC a company in Eastpoint, Fla., filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Fla. Case No. 22-40353) on Nov. 4, 2022. In the petition signed by its manager, Sheryl H. Simmons, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Karen K. Specie oversees the case. The Debtor tapped Byron Wright III, Esq., at Bruner Wright, PA as bankruptcy counsel and Georgia Evans, CPA, at Professional Management Systems, Inc. as accountant. JERSEY WHOLESALE: Court OKs Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Jersey Wholesale Tire Corporation to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance, through March 18, 2024. The Debtor requires the use of cash collateral to fund, among other things, its cash requirements for maintenance and preservation of its assets; the continued operation of its business, including but not limited to payroll, payroll taxes, employee expenses, and insurance costs; the completion of work-in-process; and the purchase of replacement inventory. Goodyear Tire & Rubber Company, Nexen and the Small Business Administration have asserted secured claims against the Debtor as of the Petition Date. Goodyear holds a properly perfected first-priority lien and security interest against only those goods sold from Cooper Tire & Rubber Company and Goodyear Cooper brand tires (Cooper, Roadmaster and Starfire) sold directly from Goodyear to the Debtor and the proceeds from the sale of said tires, including outstanding accounts receivables and cash proceeds. The SBA asserts a second position lien approximately in the amount of $147,000 against all of the Debtor's assets. On February 13, 2024, the SBA filed a Proof of Claim in the amount of $146,413. The Debtor has identified Nexen having a third position lien in the approximate amount of $580,000 against all of the Debtor's assets. The Debtor will make the following provisions of adequate protection to the Secured Creditors: (a) Goodyear: (i) The Debtor will not sell any Goodyear Collateral absent further order of the court or Goodyear's consent. Within seven calendar days of entry of the order, the Debtor will segregate the Goodyear Collateral from other inventory and provide Goodyear access to inspect same. In the event that any such tires are sold in accordance with the restrictions, the Debtor will deposit all proceeds of such sales and all other cash collateral of Goodyear Collateral into a separate DIP account; (ii) the Debtor will provide Goodyear with an accounting for Goodyear to assess the amount and value of the postpetition sale of any Goodyear Collateral within seven days of the date of the Order, and on or before the 5th day of each calendar month, commencing on March 5, 2024, the Debtor will turnover an amount equal to the cost of the Goodyear Collateral reflecting the amount of Goodyear Collateral sold during the immediately preceding calendar month. The Debtor's Turnover Payment due on March 5, 2024 will include all proceeds of the Goodyear Collateral received from the Petition Date through February 29, 2024; (b) SBA: The Debtor will make monthly payments in the amount of $731 to the SBA on the 5th day of each calendar month, with the next payment due March 5th, 2024. The Debtor's failure to make any payment set forth in this Paragraph in accordance with the terms and conditions will constitute a breach of its obligations under the Second Interim Order. Goodyear and the SBA will have the right to seek an expedited hearing regarding further relief from the Court in respect of such breach. (c) Secured Creditors: As additional adequate protection for the use of their respective cash collateral, each Secured Creditor is granted valid, binding, continuing, enforceable, unavoidable and fully perfected post-petition liens on all of the Debtor's rights in tangible and intangible assets. A final hearing on the matter is set for March 18, 2024 at 1 p.m. A copy of the order is available at https://urlcurt.com/u?l=bZ25ws from PacerMonitor.com. About Jersey Wholesale Tire Jersey Wholesale Tire Corporation is a merchant wholesaler of motor vehicle and motor vehicle parts and supplies. It is based in Parlin, N.J. Jersey Wholesale Tire sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-10343) on January 12, 2024, with $1 million to $10 million in both assets and liabilities. Michael Tortajada, chief executive officer, signed the petition. Donald F. Campbell, Jr., Esq., at Giordano, Halleran & Ciesla, P.C. represents the Debtor as legal counsel. JVK OPERATIONS LTD: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: JVK Operations Ltd. of NJ 521 Route 168 South Turnersville, NJ 08012 Business Description: JVK Operations Ltd is a provider of linen and garments laundry services for healthcare facilities on the East Coast. JVK was founded in 2004 and has been servicing hospitals, nursing homes and healthcare institutions. The Company's processing services include sorting of the soiled linen, washing, drying, ironing packing and delivery according to customer specifications. Chapter 11 Petition Date: March 1, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-70800 Judge: Hon. Robert E. Grossman Debtor's Counsel: Robert J. Spence, Esq. SPENCE LAW OFFICE, P.C. 55 Lumber Road Suite 5 Roslyn, NY 11576 Tel: 516-336-2060 Fax: 516-605-2084 Email: rspence@spencelawpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Vinod Samuel as president. 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/KQPS4SA/JVK_Operations_Ltd_of_NJ__nyebke-24-70800__0001.0.pdf?mcid=tGE4TAMA JVK OPERATIONS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: JVK Operations Limited FDBA C&S RE Holding Co, LLC 130 New Highway Amityville, NY 11701 Business Description: JVK Operations is a provider of linen and garments laundry services for healthcare facilities on the East Coast. Chapter 11 Petition Date: March 1, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-70799 Judge: Hon. Robert E Grossman Debtor's Counsel: Robert J. Spence, Esq. SPENCE LAW OFFICE, P.C. 55 Lumber Road Suite 5 Roslyn, NY 11576 Tel: 516-336-2060 Fax: 516-605-2084 Email: rspence@spencelawpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Vinod Samuel as president. 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/KK277TQ/JVK_Operations_Limited__nyebke-24-70799__0001.0.pdf?mcid=tGE4TAMA KINFOLKS EVENT: Seeks to Hire Welch and Company as Legal Counsel ---------------------------------------------------------------- Kinfolks Event Center, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire Welch and Company, LLC as its counsel. The firm will make: a. preparation of petition, schedules and statements and any amendments; b. preparation of client for duties while in a Chapter 11 bankruptcy; c. attendance at Initial Debtor Interview ("IDI") scheduled by the Office of the United States Trustee and facilitation of Debtor's requirements for the attendance at any initial status conference as directed by the court, and attendance at the Sec. 341 meeting of creditors; d. draft and preparation of first day motions, employment applications, and other related pleadings; e. management of the receipt, review, and filing of Monthly Operating Reports and any other documents, reports, or filings that Debtor is required to submit; f. preparation of applications for compensation of WELCH and any other professionals that may be employed by the estate; g. preparation of pleadings related to sale applications or valuation motions, if any; h. attendance at hearings and meetings not otherwise designated above; i. negotiations with creditors regarding critical aspects of the Chapter 11 proceeding and the confirmation process; j. consultations with the Debtor regarding the Chapter 11 proceeding and advising the responsible party regarding various aspects of the matter; k. consultations with professionals who the estate may need to hire; l. preparation of the Combined Plan and Disclosure Statement and ballots and service upon creditors; m. filing and representation during any adversary proceedings that may arise; and n. all other responsibilities and duties of counsel not specified here will also be undertaken by WELCH. The firm will be paid at these rates: Eric C. Welch, Esq. $250 per hour Gregory Smith, Esq. $250 per hour Synthia Kendall, paralegal $125 per hour Lisa Hancock, legal assistant $70 per hour The firm will be paid a retainer in the amount of $5,250. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric C. Welch, Esq. at Welch & Company, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Eric C. Welch, Esq. WELCH & COMPANY, LLC 400 N. High Street, Suite 201 Muncie, IN 47305 Telephone: (765) 282-9501 About Kinfolks Event Center Kinfolks Event Center, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-00282) on January 22, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge James M. Carr oversees the case. Eric C. Welch, Esq., at Welch, Gregg & Company, LLC represents the Debtor as legal counsel. KOTAI INVESTMENTS: Trustee Taps Menchaca & Co. as Financial Advisor ------------------------------------------------------------------- Mark Sharf, the trustee appointed in the Chapter 11 case of Kotai Investments, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Menchaca & Company, LLP as his financial advisors and consultants. The firm will render these services: a. identify and investigate potential assets of the estate; b. analyze the Debtor's books and records and perform any necessary business advisory work required for the estate, including providing accounting services required by the estate and preparation of the estate's income tax returns and communication with the IRS and state government taxing authorities, Court and Office of the United States Trustee; c. analyze and investigate avoidable transfers made by the Debtor, including preferential and fraudulent transfer; d. provide litigation support, valuation and expert witness services for the Trustee; and e. provide such other financial advisory and consulting services. The firm's hourly rates are as follows: Managing Partner $570 per hour Managing Directors $570 per hour Managers $425 per hour Senior Consultants $385 per hour Paraprofessionals/Staff $295 per hour Jeffrey Sumpter, managing director at Menchaca & Company, 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 Sumpter Menchaca & Company LLP 835 Wilshire Blvd. Suite 300 Los Angeles, CA 90017 Phone: (213) 683-3317 About Kotai Investments Kotai Investments, Inc., a company in San Gabriel, Cal., filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12242) on April 13, 2023, with $1 million to $10 million in both assets and liabilities. Judge Deborah J. Saltzman oversees the case. The Debtor tapped Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger as legal counsel and Chan & Chen, LLP as accountant. Mark M. Sharf has been appointed as Subchapter V trustee. Danning, Gill, Israel & Krasnoff, LLP is tapped as the trustee's general bankruptcy counsel. LAN CONSTRUCTION: Court OKs Cash Collateral Access, DIP Loan ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Indiana, Evansville Division, authorized LAN Construction, LLC and Lechner's Inc. to use cash collateral and obtain postpetition financing, on an interim basis. The Debtors are permitted to obtain postpetition financing consisting of a super-priority credit facility in the amount of $75,000 and substantially on the terms set forth in the debtor-in-possession credit agreement. The Debtor's president, Luke A. Nordhoff, has obtained commitments to lend $75,000 from his family members, Arthur C. Nordhoff, Dean Ackerman, Carmen Nordhoff and Andrew T. Nordhoff. The Debtor, along with its related entity, Lechner's Inc., also a chapter 11 debtor, will be jointly and severally liable for the repayment of the DIP Loan. The DIP Loan proceeds will be used to pay operating expenses, employee wages, and purchase materials required for their projects. The Debtors will draw down on the $75,000 of DIP financing periodically, as needed. The DIP Loan will not bear interest. All fees are waived. The DIP Loan will mature on the earliest of (i) approval, closing and funding of any other postpetition loan, unless such other loans made by the DIP Lenders, (ii) the closing of a sale of substantially all of the assets of the Debtors, (iii) the earlier of the effective date or substantial consummation of the chapter 11 plans, (iv) the dismissal of the Chapter 11 Cases, (v) the conversion of the Chapter 11 Cases, or (vi) August 1, 2024. The DIP Loan will terminate should the Court not grant the Motion or if the Chapter 11 Cases are dismissed, converted to a chapter 7 or if a Trustee is appointed. These creditors have asserted liens against LAN Construction's cash and accounts: (a) Hoosier Hills Credit Union. -- UCC Financing Statement Date: March 7, 2018, continuation statement filed on September 15, 2022. -- Filing No.: 201800001732347 -- Collateral: All inventory, chattel paper, accounts, equipment and general intangibles, whether any of the foregoing is owned now or acquired later; all accessions, additions, replacements, and substitutions relating to any of the foregoing, all records of any kind relating to the foregoing. -- The collateral secures two business loans with a combined outstanding balance of approximately $145,000. (b) U.S. Small Business Administration -- UCC Financing Statement Date: July 14, 2021 -- Filing No.: 202107142803829 -- Collateral: All tangible and intangible personal property -- The collateral secures an EIDL loan with an outstanding balance of approximately $1.3 million. These creditors have asserted liens against Lechner's Inc.'s cash and accounts: (a) German American Bank -- UCC Financing Statement Date: January 3, 2020 -- Filing No.: 20200103056179 -- Collateral: All inventory, equipment, accounts -- The collateral secures a loan made by GAB for the purchase of the stock of Lechner's Inc. from the prior shareholders. (b) U.S. Small Business Administration -- UCC Financing Statement Date: August 16, 2021 -- Filing No.: 202108162816669 -- Collateral: All tangible and intangible personal property As security for the DIP Loan, the DIP Lenders are granted a first priority priming lien on and in all the Debtor's (i) receivables whether acquired pre- or post-petition and (ii) cash or cash equivalents acquired post-petition provided, however, that such lien shall only attach to cash collateral to the extent set forth in any interim or final Order of the Court authorizing the use of cash collateral. Additionally, the debt incurred by the Debtor under the DIP Loan will be a super -priority administrative expense in the Chapter 11 Cases, with priority over all other administrative expenses of the kind specified in U.S.C. sections 503(b) or 507(b). Hoosier Hills Credit Union is granted a secondary replacement lien on and in all (i) accounts receivable and (ii) cash or cash equivalents generated post-petition by the Debtor and its continued operations to the same extent and priority and of the same kind and nature as such creditor had prior to the Petition Date, provided, however, that Hoosier Hills Credit Union's priority in the Debtor's receivables and cash or cash equivalents will be subordinated to the DIP Lenders. Such replacement liens are deemed to be valid and perfected to the same extent as existed on the Petition Date, without need for the execution, filing, or recording of any further documents or instruments otherwise required to be executed or filed under non-bankruptcy law. A final hearing on the matter is set for April 3, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=20Rc5s from PacerMonitor.com. About LAN Construction LLC LAN Construction LLC provides foundation and concrete solutions to customers in the Dubois County and surrounding area. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-70073) on February 15, 2024. In the petition signed by Luke Nordhoff, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Andrea K. Mccord oversees the case. William P. Harbison, Esq., at Seiller Waterman LLC, represents the Debtor as legal counsel. LEXARIA BIOSCIENCE: Invenomic Capital Holds 7.12% Equity Stake -------------------------------------------------------------- Invenomic Capital Management LP disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, it beneficially owned 731,981 shares of Lexaria Bioscience Corp.'s common stock, representing 7.12% of the shares outstanding. A full-text copy of the Report is available at https://tinyurl.com/4wwjnemm About Lexaria Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is a biotechnology company developing the enhancement of the bioavailability of a broad range of fat-soluble active molecules and active pharmaceutical ingredients using its patented DehydraTECH drug delivery tecnnology. DehydraTECH combines lipophilic molecules or APIs with specific long-chain fatty acids and carrier compounds that improve the way they enter the bloodstream, increasing their effectiveness and allowing for lower overall dosing while promoting healthier oral ingestion methods. Lexaria Bioscience incurred a net loss of $6.71 million for the year ended Aug. 31, 2023, a net loss of $7.38 million for the year ended Aug. 31, 2022, a net loss and comprehensive loss of $4.19 million for the year ended Aug. 31, 2021, a net loss and comprehensive loss of $4.08 million for the year ended Aug. 31, 2020, and a net loss and comprehensive loss of $4.16 million for the year ended Aug. 31, 2019. As of Nov. 30, 2023, the Company had $3.63 million in total assets, $254,040 in total liabilities, and $3.37 million in total stockholders' equity. Since inception, the Company has incurred significant operating and net losses. Net losses attributable to shareholders were $1.2 million and $1.8 million for the quarters ended November 30, 2023 and 2022, respectively. As of November 30, 2023, the Company had an accumulated deficit of $46.9 million. The Company expects to continue to incur significant operational expenses and net losses in the upcoming 12 months. The Company's net losses may fluctuate significantly from quarter to quarter and year to year, depending on the stage and complexity of its R&D studies and corporate expenditures, additional revenues received from the licensing of its technology, if any, and the receipt of payments under any current or future collaborations it may enter into. The recurring losses and negative cash flows from operations raise substantial doubt as to the Company's ability to continue as a going concern, the Company said in its Quarterly Report for the period ended Sept. 30, 2023. LEXARIA BIOSCIENCE: Wayne Boos Reports 4.67% Equity Stake --------------------------------------------------------- Wayne W. Boos disclosed in a Schedule 13D/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, he beneficially owned 480,000 shares of Lexaria Bioscience Corp.'s common stock, representing 4.67078% of the shares outstanding. A full-text copy of the Report is available at https://tinyurl.com/3kafjmcc About Lexaria Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is a biotechnology company developing the enhancement of the bioavailability of a broad range of fat-soluble active molecules and active pharmaceutical ingredients using its patented DehydraTECH drug delivery tecnnology. DehydraTECH combines lipophilic molecules or APIs with specific long-chain fatty acids and carrier compounds that improve the way they enter the bloodstream, increasing their effectiveness and allowing for lower overall dosing while promoting healthier oral ingestion methods. Lexaria Bioscience incurred a net loss of $6.71 million for the year ended Aug. 31, 2023, a net loss of $7.38 million for the year ended Aug. 31, 2022, a net loss and comprehensive loss of $4.19 million for the year ended Aug. 31, 2021, a net loss and comprehensive loss of $4.08 million for the year ended Aug. 31, 2020, and a net loss and comprehensive loss of $4.16 million for the year ended Aug. 31, 2019. As of Nov. 30, 2023, the Company had $3.63 million in total assets, $254,040 in total liabilities, and $3.37 million in total stockholders' equity. Since inception, the Company has incurred significant operating and net losses. Net losses attributable to shareholders were $1.2 million and $1.8 million for the quarters ended November 30, 2023 and 2022, respectively. As of November 30, 2023, the Company had an accumulated deficit of $46.9 million. The Company expects to continue to incur significant operational expenses and net losses in the upcoming 12 months. The Company's net losses may fluctuate significantly from quarter to quarter and year to year, depending on the stage and complexity of its R&D studies and corporate expenditures, additional revenues received from the licensing of its technology, if any, and the receipt of payments under any current or future collaborations it may enter into. The recurring losses and negative cash flows from operations raise substantial doubt as to the Company's ability to continue as a going concern, the Company said in its Quarterly Report for the period ended Sept. 30, 2023. LOANDEPOT INC: DBRS Confirms B LongTerm Issuer Rating ----------------------------------------------------- DBRS, Inc. confirmed the 'B' Long-Term Issuer Rating of loanDepot, Inc. (loanDepot or the Company). At the same time, Morningstar DBRS confirmed the 'B' Long-Term Issuer Rating of the Company's operating subsidiary loanDepot.com, LLC. The trend for all the ratings is Stable. The Company's Intrinsic Assessment (IA) is 'B,' while its Support Assessment is SA3, resulting in the Company's final rating being equalized with its IA. KEY CREDIT RATING CONSIDERATIONS The credit ratings reflect loanDepot's franchise as one of the top non-bank mortgage loan originators and servicers in the U.S., with a diverse set of mortgage lending products and a large servicing portfolio. Further, supportive of the credit ratings is the Company's proper liquidity and acceptable capitalization. The credit ratings also consider the Company's earnings generation capacity, which is impacted by the volatility and cyclicality of the residential mortgage origination market. The Company's key reliance on asset-based funding and heightened operational and market risk exposure are also credit rating constraints. The Stable trend reflects our view that the Company should benefit from the forecasted improvement in mortgage origination volume in 2024, as mortgage rates are expected to moderate from the historically high levels reached in 2023. Further, LoanDepot has gained significant operating efficiency through cost cutting and business process optimization that the Company has undertaken since mid-2022 because of the implementation of its Vision 2025 initiative. As a result, we expect earnings pressures to soften for the Company, which, along with the expected gradual pick-up in mortgage origination activity, should help the Company return to profitability. Nevertheless, a lackluster recovery in the housing market due to an economic downturn and persistent affordability challenges are key downside risks to our expectations. CREDIT RATING DRIVERS LoanDepot's credit ratings would be upgraded if the Company restores its profitability while demonstrating a similar risk and funding profiles and strengthening capitalization. Conversely, a prolonged period of weakening operating performance or reduced access to the capital markets would result in a credit ratings downgrade. Additionally, material reputational damage and/or financial damage associated with weak operating risk management practices, including the recent cybersecurity incident, regulatory oversight, or litigation, impacting its franchise would also result in a credit ratings downgrade. CREDIT RATING RATIONALE Franchise Strength Building Block (BB) Assessment: Moderate/Weak loanDepot's franchise is underpinned by its positioning as one of the top retail-focused non-bank mortgage lenders in the highly fragmented and cyclical U.S. residential mortgage market. The Company's franchise is further supported by a growing set of mortgage lending products, with an increased focus on purchase originations, which are less interest rate sensitive. Furthermore, the Company benefits from a large servicing portfolio, which was successfully transferred in-house during 2023. The Company also benefits from a sophisticated proprietary technology platform that provides loanDepot with increased efficiency and scale. Impacted by high mortgage rates and persistent affordability challenges, in 2022, loanDepot originated $54 billion of mortgages, down 61% year-over-year (YoY), equating to only 2.4% of the market. As a result, the Company's market share slipped further in 3Q23 to 1.4% with total originations of $18 billion through 9M23, down 63% YoY. Earnings Power Building Block (BB) Assessment: Weak/ Very Weak The Company's earnings power is considered weak, given that a sizeable portion of revenue is generated from transactional sources such as gain on origination and sale of loans, subjecting earnings to the cyclicality of the U.S. housing market and the overall interest rate environment. Indeed, 67% of the Company's net revenues in 9M23 was derived from such transactional sources, albeit lower than a historical five-year (2018-2022) average of 82%, reflecting growth in the servicing platform and associated revenues. As the Company continues to enhance its in-house servicing capabilities further, we expect the Company's earnings to benefit due to scale and operating efficiencies. Earnings remained challenged in 2022 and through 9M23, as historically high interest rates created a locked-in effect, eliminating the demand for refinancing and dramatically slowing overall housing market activity. Following a sizeable loss in 2022 of $610.4 million, the Company focused on operating efficiency and streamlining business processes, leading to narrowing losses. Consequently, gain on sale margin improved to 2.66% in 9M23, compared to 1.66% in 9M22. For 9M23, the Company reported lower net losses of $175.7 million, compared to a net loss of $452.6 million for 9M22, primarily driven by a significant decrease in operating expenses. Indeed, operating expenses were down 44% YoY in 9M23, following a 41% YoY reduction in 2022. We see loanDepot as being on track to cut expenses by an additional $120 million annually through mid-2024, which should help soften earning pressures until a meaningful rebound in originations materializes. Overall, we anticipate that financial performance will improve as 2024 progresses as cost cutting initiatives improve efficiency and mortgage activity improves driven by latent demand for housing and a moderating rate environment. Risk Profile Building Block (BB) Assessment: Moderate/ Weak loanDepot is primarily subject to market risk, specifically interest rate risk, as it holds a substantial portion of assets at fair value (FV), which are interest rate sensitive. Indeed, at 3Q23, approximately 80% of the Company's total assets were marked to fair value. However, loanDepot utilizes derivative instruments to mitigate such risks for the interest rate lock commitments (IRLCs) and loans held for sale (LHFS), as well as for its mortgage servicing rights (MSRs). Credit risk is limited due to the Company's originate-to-sale business model, but it is subject to the risk associated with the representations (reps) and warranties. In line with historic levels, credit losses continue to remain manageable with a LHFS non-accruals rate of 1.2% at 9M23, compared to 1.0% from the same prior year period. Meanwhile, reserves for loan loss obligations stood at $43.7 million in 9M23, lower from $68.9 million in 9M22, reflecting lower charge-offs of $37.0 million in 9M23, compared to $69.5 million in 9M22. Finally, 90+ days delinquency of the servicing portfolio has stayed relatively stable at 0.8% of the UPB, below the industry average rate of 0.98%. We see asset performance as likely to weaken should expectations of slowing economic activity materialize in 2024 and the unemployment rate ticks up from currently low levels. Operational risk continues to be elevated. Recently, loanDepot was the subject of a cyberattack, which resulted in several of the Company's platforms, including those that interface with customers to be offline for a period of nearly two weeks. While the Company has brought the platforms back online and has cyber insurance to mitigate some of the costs, the Company will likely face costs associated with litigation from the incident as well as reputational damage, the level of which may take time to become clear. Funding & Liquidity Building Block (BB) Assessment: Weak The Company's funding profile is limited as the Company is mainly reliant on secured borrowing, resulting in a highly encumbered balance sheet. Indeed, secured borrowing comprised 79% of total debt outstanding at 3Q23, though lower than a five-year average of approximately 90%. As of September 30, 2023, the Company had $4.7 billion of total debt outstanding, comprised of short-term warehouse credit lines (40%), securitizations (26%), senior unsecured notes (21%), and repurchase agreements (13%). Funding is largely aligned with its asset base and is sourced through established relationships with a diverse group of participating financial institutions. Refinancing risk is elevated with most warehouse facilities having one-year term, but we note these have historically been extended while the next term debt maturity of $498 million is in November 2025. Meanwhile, at September 30, 2023, loanDepot's liquidity position was solid with $717.2 million of cash and equivalents, representing approximately 12% of total assets, well above the Company's typical target cash balance of between 5%-7% of assets. We view this excess liquidity as prudent, given the uncertainty in the economic outlook, as a potential spike in delinquencies in the Company's servicing portfolio would result in increased fund needs for servicing advances. Capitalization Building Block (BB) Assessment: Weak/ Very Weak LoanDepot's capitalization is weak with a tangible equity-to-tangible assets ratio of 12.7% at September 30, 2023, lower from 13.9% at YE22, as reported losses in 2022 and 9M23 has amounted to an increased accumulation of retained deficit, eroding the Company's capital levels. However, at current levels, the Company still maintains a reasonable cushion to absorb operating losses while still meeting the pertinent covenant requirements. Leverage (debt-to-equity) was elevated at 6.2x at September 30, 2023, compared to 5.5x at YE22. Notes: All figures are in U.S. Dollars unless otherwise noted. LORDSTOWN MOTORS: Seeks to Extend Plan Exclusivity to April 1 ------------------------------------------------------------- Lordstown Motors Corp., and affiliates asked the U.S. Bankruptcy Court for the District of Delaware to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to April 1, 2024. The Debtors claim that even though they have addressed many of the concerns of the stakeholders, they are continuing to work in good faith with key stakeholders, including Foxconn, Ohio Securities Class Action Lead Plaintiff, the Securities and Exchange Commission ("SEC") and the Committees, to try to resolve their remaining issues and achieve further consensus with respect to the Plan. This additional time would allow the Debtors to reach consensus with these stakeholders on the issues, finalize any Plan modifications and related documents, and obtain any necessary approvals from the SEC. Further, the Debtors and their professionals have also been preparing for exiting Chapter 11. The Debtors established the bar dates for creditors to file their proofs of claim and have received over 1,600 asserted claims. The Debtors and their professionals have been working diligently, in consultation with the Committees, to review, analyze and account for these claims. The Debtors have also begun the process of objecting to claims. The Debtors assert that to help with their transition out of bankruptcy, they have also secured the services of certain essential employees post-Effective Date. The Court approved the Debtors' motion to settle certain essential employees' employment contract related claims in exchange for agreed upon amounts for the claims and the essential employee's services during the post Effective Date transition periods. Lastly, in an effort to reduce the potential liabilities for the Post-Effective Date Debtors, the Debtors obtained the Court's authorization to repurchase the Endurance vehicles currently on the road. The Debtors have since repurchased nearly all vehicles on the road as contemplated. Counsel and Co-Counsel to the Debtors: Thomas E Lauria, Esq. Matthew C. Brown, Esq. Fan B. He, Esq. WHITE & CASE LLP 200 S. Biscayne Blvd Miami, FL 33131 Tel: (305) 371-2700 Fax: (305) 358-5744 E-mail: tlauria@whitecase.com mbrown@whitecase.com fhe@whitecase.com David M. Turetsky, Esq. WHITE & CASE LLP 1221 Avenue of the Americas New York, NY 10020 Tel: (212) 819-8200 Fax: (212) 354-8113 E-mail: david.turetsky@whitecase.com Jason N. Zakia, Esq. WHITE & CASE LLP 111 South Wacker Drive Chicago, IL 60606 Tel: (312) 881-5400 E-mail: jzakia@whitecase.com Roberto Kampfner, Esq. Doah Kim, Esq. RJ Szuba, Esq. WHITE & CASE LLP 555 South Flower Street, Suite 2700 Los Angeles, CA 90071 Tel: (213) 620-7700 E-mail: rkampfner@whitecase.com doah.kim@whitecase.com rj.szuba@whitecase.com Donald J. Detweiler, Esq. Morgan L. Patterson, Esq. WOMBLE BOND DICKSON (US) LLP 1313 North Market Street, Suite 1200 Wilmington, DE 19801 Tel: (302) 252-4320 Fax: (302) 252-4330 E-mail: don.detweiler@wbd-us.com morgan.patterson@wbd-us.com About Lordstown Motors Corp. Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- is an electric vehicle OEM developing innovative light duty commercial fleet vehicles, with the Endurance all electric pickup truck as its first vehicle. It has engineering, research and development facilities in Farmington Hills, Mich. and Irvine, Calif. On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases are pending before Judge Mary F. Walrath. The Debtors tapped White & Case, LLP and Richards, Layton & Finger, P.A., as bankruptcy counsels; Baker & Hostetler, LLP as special counsel; Jefferies, LLC as investment banker; KPMG, LLP as auditor; and Silverman Consulting as restructuring advisor. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Troutman Pepper Hamilton Sanders, LLP, as legal counsel and Huron Consulting Group Inc. as financial advisor. LSF9 ATLANTIS: Fitch Alters Outlook on 'B' LongTerm IDR to Stable ----------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) at LSF9 Atlantis Holdings, LLC (Victra) at 'B' and revised its Rating Outlook to Stable from Positive. Fitch has simultaneously withdrawn all of Victra's ratings. The rating reflects Victra's stable position as the largest authorized retailer for leading personal communications provider Verizon Communications Inc. (A-/Stable) and the company's good long-term operating track record, albeit mitigated by some declines in recent years. The rating considers the company's narrow product and brand focus within the U.S. retail industry. The Outlook revision to Stable reflects recently challenged operating performance, which Fitch expects to elongate Victra's deleveraging trajectory. Fitch has withdrawn Victra's ratings for commercial reasons. Fitch reserves the right in its sole discretion to withdraw or maintain any rating at any time for any reason it deems sufficient. KEY RATING DRIVERS Recently Challenged Results: Operating results have been challenged in 2023, given some slowdowns in handset upgrade activity. Fitch expects this could be due to both general declines across many consumer discretionary goods categories as consumers shift spend toward services and elongating replacement cycles given less compelling equipment upgrade options. Fitch expects 2023 revenue EBITDA could trend close to the approximately $2.8 billion and $265 million achieved in 2022, respectively, despite an additional quarter of EBITDA from the Go Wireless, Inc. acquisition (which closed in March 2022). Assuming ongoing consumer goods spending challenges, 2024 could be a flattish year in terms of revenue and EBITDA, with low-single digit growth resuming in 2025 in line with the industry's longer-term track record. EBITDA Growth Initiatives: Victra has supported its credit profile and recent EBITDA growth through acquisitions and new initiatives. For example, in March 2022 Victra acquired Go Wireless Inc. (GoWireless), the fifth largest authorized Verizon retailer in the U.S. The acquisition improved Victra's scale and generation of EBITDA and FCF through both expanded unit counts and synergies. The company is also executing on internal initiatives such as the 2023 rollout of 175 kiosks within Costco locations, which if executed well could support longer-term growth. Leverage Target: Management has targeted net leverage at or below 3.5x, which equates to Fitch-defined EBITDAR leverage around 5x. Fitch projects 2023 EBITDAR leverage close to 6x assuming flattish EBITDA and limited discretionary debt reduction. Victra could support accelerated deleveraging through FCF deployment toward debt reduction. Consumer Wireless Focus: Victra is a leading independent retailer for Verizon, with nearly two-thirds of gross profits generated from the sale of a device such as a phone or tablet. Fitch views Victra's end-market focus as essentially neutral to the rating. Exposure to the consumer wireless category limits Victra's economic cyclicality relative to other discretionary retail categories, evidenced by the growing importance of wireless telephony to consumers' lives. The complex nature of device/contract purchases has limited ecommerce incursion relative to other segments, although growing consumer knowledge and activation process simplification could prove to be disruptive over time. The consumer wireless industry has shown recent signs of maturation following a long period of good growth, likely due to tapering penetration of smartphones and tablets and elongated replacement cycles due to better-made hardware and successively less compelling device upgrade features. The expansion of 5G networks could modestly accelerate industry growth over medium term, largely as consumers upgrade devices to 5G-enabled products. Verizon Relationship: Victra exclusively partners with Verizon to offer wireless contracts although offers devices produced by a wide variety of manufacturers. Victra is Verizon's largest retail partner, operating approximately one-quarter of Verizon-branded stores managed by Verizon or third parties. This channel represents around 70% of Verizon's device activations, with the remaining share split amongst stores operated by Verizon and original equipment manufacturers (including Apple), retailers like Walmart Inc. (AA/Stable) and Best Buy Co, Inc., and ecommerce operators likeAmazon.com, Inc. (AA-/Stable). Victra benefits from its strong and longstanding relationship with one of the leading players in the industry. The strength of the relationship and Fitch's expectations for stable growth at Verizon partially mitigate the lack of brand and category diversification inherent in Victra's business model. The relationship also somewhat protects the company competitively, as on a standalone basis it is a relatively small player within retail and even the wireless industry. Victra's position and scale could benefit if Verizon further optimizes its retail footprint as it has in the past through rationalizing its partner-operated store fleet and allocating the stores to its largest partners. DERIVATION SUMMARY Victra's 'B' rating reflects its stable position as the largest authorized retailer for leading personal communications provider Verizon Communications Inc. (A-/Stable) and the company's good long-term operating track record. The rating considers the company's narrow product and brand focus within the U.S. retail industry. Victra has limited U.S. retail peers in the 'B' rating category. Northeast Grocery, Inc.'s 'B+'/Stable rating reflects the company's geographic concentration and modest scale within the highly competitive food retail industry. AutoZone, Inc., like Victra, is a hardlines retailer albeit in the auto parts segment but is rated significantly higher than Victra at 'BBB'/Stable given its substantial scale, FCF generation, and expectation of EBITDAR leverage in the high 2x range. Signet Jewelers Ltd. is another single-category retailer (jewelry), although its 'BB'/Stable rating reflects its materially greater scale and financial policy which yields expectations of EBITDAR leverage in the low-4x range. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer: - Fitch expects Victra's 2023 revenue to be approximately $2.8 billion, below the $3.1 billion recorded in the four quarters ending March 2023 given some slowdown in consumer spending on electronics and lack of compelling upgrade product offers. Revenue could be stagnant in 2024 in line with Fitch's view that many discretionary goods categories could remain soft. Beginning 2025, revenue could grow modestly supported by new device introductions, expanding 5G penetration and good execution. - EBITDA in 2023 could be in the $260 million, below the approximately $290 million achieved in the four quarters ending March 2023 on weaker revenue. EBITDA could track alongside revenue beginning 2024 with margins trending in the mid-9% range. - Cash flow prior to dividends, which was modestly positive in 2022 given working capital growth somewhat related to the GoWireless acquisition, could trend in the low- to mid- $100 million range beginning 2023 assuming neutral working capital. Given the company's net leverage target of at or below 3.5x, cash could be used for debt reduction and tuck-in acquisitions. - Victra's term loan has a floating interest rate structure and Fitch assumes 3.5% to 5% base rates over the forecast horizon, given the higher interest rate environment. Victra's notes have a fixed interest rate structure. - EBITDAR leverage, which was 5.5x in 2020/2021 prior to the March 2022 GoWireless transaction, is projected to be around 6x beginning 2023, assuming limited debt reduction beyond required amortization. RECOVERY ANALYSIS Fitch's recovery assumes Victra is maximized as a going concern in a post default scenario, given a going-concern valuation of approximately $1 billion compared with around $300 million in value from a liquidation of assets. Fitch's going concern value is derived from a projected EBITDA of around $200 million. The scenario, which assumes Victra's contract with Verizon remains intact through the bankruptcy process, forecasts revenue of approximately $2.2 billion, around 20% below projected 2023 revenue, assuming closing of around 150 lower-revenue stores and around 10% sales declines at the remaining base. EBITDA margins could trend around 9% in a recovery scenario, below the mid-9% current run rate. A going concern multiple of 5x was selected, within the 4x-8x range observed for North American corporates, reflecting Fitch's assessment of Victra's industry dynamics and company-specific factors. The approximately $900 million in value available to service debt, after deducting 10% for administrative claims, yields full recovery for the$115 million ABL, which is limited by a borrowing base including eligible receivables and inventory and is assumed to be 70% drawn at default. Therefore, Fitch has affirmed the ABL, which is co-borrowed by LSF9 and A2Z Wireless Holdings, Inc., at 'BB'/'RR1'. The $813 million in secured notes and $581 million in remaining term loans, which have a second lien on ABL collateral and a first lien on Victra's remaining assets, are expected to have good recovery prospects. Therefore Fitch has affirmed the secured notes, which are co-borrowed by LSF9 Atlantis Holdings, LLC and Victra Finance Corp, and the term loan, which is co-borrowed by LSF9 Atlantis Holdings, LLC and Victra Finance Corp., at 'B+'/'RR3'. These ratings have simultaneously been withdrawn. RATING SENSITIVITIES Rating sensitivities are no longer relevant as the ratings have been withdrawn. LIQUIDITY AND DEBT STRUCTURE As of Sept. 30, 2023, Victra had $120.9 million of cash on hand and as of Nov. 29, 2023 had $111 million of borrowing capacity on its $115 million ABL facility due March 2027. As of Sept. 30, 2023, the company's outstanding debt consisted of $820 million in secured notes due in February 2026 and $581.2 million in secured term loans due November 2025. In February 2021, the company issued $660 million in secured notes due February 2026, which were used to pay down the outstanding amount on the company's term loan facility as well as fund a $125 million dividend to the company's then sponsor, Lone Star. In May 2021, the company issued a $75 million add-on to its existing $660 million in notes. The proceeds of this add-on funded a $90 million dividend to the sponsor. The company indicated that in October 2023, it repurchased $7.3 million of par value of these notes at a discount, yielding $812.7 million of notes remaining due. To finance the company's sale to a consortium of investors including the company's CEO from an affiliate of Lone Star Funds in November 2021, Victra issued an $85 million add-on to the secured notes. In March 2022, the company issued $620 million in term loans due March 2029 to fund its GoWireless acquisition. The term loans have a springing maturity to 90 prior to the maturity date of any pari passu debt. Given the loans are pari passu to the secured notes due February 2026, the current maturity of the term loans is November 2025. Through March 31, 2023, the company made $15.5 million of amortization payments on the loan and indicated that in May 2023 prepaid its remaining 2023 required amortization of $23.3 million. The company's owners are targeting net leverage at or below 3.5x, which equates to at or below approximately 5.0x on Fitch-defined EBITDAR leverage. ABL availability is governed by a borrowing base, which includes inventory and receivables, largely from Verizon. The secured notes and term loans have a second lien on ABL assets and a first lien on Victra's remaining assets, including net property, plant and equipment. The notes are co-borrowed by LSF9 Atlantis Holdings, LLC and Victra Finance Corp while the term loan is co-borrowed by LSF9 Atlantis Holdings, LLC and Victra Finance Corp. ISSUER PROFILE Victra is a leading independent retailer for Verizon Wireless, and offers a full range of wireless devices and services including, phones, tablets, mobile broadband, wearable technology, accessories and product insurance. SUMMARY OF FINANCIAL ADJUSTMENTS - Fitch adjusts for one-time charges and stock-based compensation; - Rent expense capitalized by 8.0x to calculate historical and projected adjusted debt. 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 ----------- ------ -------- ----- A2Z Wireless Holdings, Inc. senior secured LT BB Affirmed RR1 BB senior secured LT WD Withdrawn BB Victra Finance Corp. senior secured LT B+ Affirmed RR3 B+ senior secured LT WD Withdrawn B+ LSF9 Atlantis Holdings, LLC LT IDR B Affirmed B LT IDR WD Withdrawn B senior secured LT WD Withdrawn BB senior secured LT BB Affirmed RR1 BB senior secured LT B+ Affirmed RR3 B+ senior secured LT WD Withdrawn B+ LUMEN TECHNOLOGIES: Ceases Ownership of Cyxtera's Class A Shares ---------------------------------------------------------------- Lumen Technologies, Inc. disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, it has ceased to beneficially own shares of Cyxtera Technologies' Class A common stock. A full-text copy of the Report is available at https://tinyurl.com/ycyfyn9t About Lumen Technologies Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. is an international facilities-based technology and communications company focused on providing its business and mass markets customers with a broad array of integrated products and services necessary to fully participate in its ever-evolving digital world. The Company's platform empowers its customers to swiftly adjust digital programs to meet immediate demands, create efficiencies, accelerate market access and reduce costs -- allowing customers to rapidly evolve their IT programs to address dynamic changes. * * * As reported by the TCR on Feb. 22, 2024, Moody's Investors Service downgraded Lumen Technologies, Inc.'s corporate family rating to Caa2 from Caa1 and its probability of default rating to Caa2-PD from Caa1-PD. The CFR downgrade reflects Lumen's continued weak operating performance and medium to longer term refinancing risks. M.V.J. AUTO: Amends Ocean Bank & SBA Secured Claims Pay ------------------------------------------------------- M.V.J. Auto World, Inc., submitted a First Amended Plan of Reorganization dated February 20, 2024. This Plan provides for 1 class of priority claims, 3 classes of secured claims, 1 class of nonpriority unsecured claims and 1 class of equity security holders. General unsecured creditors holding allowed claims will receive distributions, which the Debtor has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Creditors will receive payment from the Debtor from the cash flow of the Debtor's operations, as well as from the sale or refinance of real property owned by the Debtor, which shall take place on or before December 31, 2025. Class 2, the Secured Claim of Ocean Bank, is impaired by this Plan. Ocean Bank has a first priority blanket lien on essentially all assets of the Debtor, by virtue of a UCC-1 Financing Statement. Ocean Bank also has a first mortgage on the Debtor's Real Property. Ocean Bank's claim includes such allowed amounts for attorney's fees, costs and interest, pursuant to Section 506 of the Bankruptcy Code. Ocean Bank's claim is fully secured. The Debtor objects to the amount of Ocean Bank's claim; specifically, the amount of default interest claimed by Ocean Bank. The Debtor is contemporaneously filing an Objection to Claim to address the limited issue of the amount of default interest. The Debtor is currently paying a monthly adequate protection payment to Ocean Bank in the amount of $2,000.00 per month (the "Adequate Protection Payments"), due on or before the 15th day of each calendar month. The Debtor shall continue to pay Ocean Bank the amount of $2,000.00 per month (the "Interim Plan Payments"), due on or before the 15th day of each calendar month, beginning on the 15th day of the month following the date of the last Adequate Protection Payment remitted to Ocean Bank prior to the Confirmation Hearing, and shall continue to make such Interim Plan Payments until the date of the Final Plan Payment. The Adequate Protection Payments and the Interim Plan Payments shall be applied to principal, interest and an escrow component for taxes and insurance, applied against an interest rate of 10.25% until the Final Plan Payment. No later than December 31, 2025, the Debtor shall pay all remaining indebtedness to Ocean Bank (the "Final Plan Payment"), including without limitation, any unpaid principal, accrued interest and Attorneys' Fees and Costs, through either the sale or refinance of the Debtor's Real Property. The Debtor may pre-pay such amount without penalty. Class 3, the Secured Claim of the U.S. Small Business Administration ("SBA"), is impaired by this Plan. The SBA has a second priority lien on the Debtor's Real Property. The Debtor will not make any Interim Plan Payments to the SBA. Instead, no later than December 31, 2025, the Debtor shall pay all remaining indebtedness to the SBA, including without limitation, any unpaid principal and accrued interest, through either the sale or refinance of the Debtor's Real Property. The Debtor may pre-pay such amount without penalty. The applicable interest rate after the Confirmation Date shall be 5.899%. The SBA shall retain its lien on the Debtor's Real Property until such time as the debt is fully satisfied. Like in the prior iteration of the Plan, the Class 5 general unsecured claim, to the extent not already satisfied by such date, will be paid in full, in a lump sum, on the First Payment Date. The means necessary for the implementation of this Plan include: (a) the Debtor's cash flow from operations through no later than December 31, 2025; and (b) the sale or refinance of the Debtor's Real Property. As set forth, no later than December 31, 2025, the Debtor shall pay all remaining indebtedness to Class 2 and 3 Creditors, from the sale or refinance of the Debtor's Real Property. Such sale or refinance must occur in sufficient time to repay all remaining indebtedness to Class 2 and 3 Creditors no later than December 31, 2025. A full-text copy of the First Amended Plan dated February 20, 2024 is available at https://urlcurt.com/u?l=g2VodN from PacerMonitor.com at no charge. Attorneys for the Debtor: Timothy S. Kingcade, Esq. Kingcade, Garcia & McMaken, PA 1370 Coral Way Miami, FL 33145 Telephone: (305) 285-9100 Email: scanner@miamibankruptcy.com - and - Zach B. Shelomith, Esq. LSS Law 2699 Stirling Road, Suite C401 Ft. Lauderdale, FL 33312 Telephone: (954) 920-5355 Facsimile: (954) 920-5371 Email: zbs@lss.law About M.V.J. Auto World M.V.J. Auto World, Inc., operates an automobile repair shop and is a neighborhood U-Haul dealership. M.V.J. Auto World filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 23-16612) on Aug. 21, 2023, with $100,001 to $500,000 in assets and liabilities. Tarek Kiem, Esq., at Kiem Law, PLLC has been appointed as Subchapter V trustee. Judge Laurel M. Isicoff oversees the case. The Debtor is represented by the law firms of Kingcade, Garcia & McMaken, PA and Leiderman Shelomith + Somodevilla, PLLC, doing business as LSS Law. M6 ETX II: Fitch Lowers LongTerm IDR to B, Outlook Stable --------------------------------------------------------- Fitch Ratings has downgraded M6 ETX Holdings II MidCo LLC's Long-Term Issuer Default Rating (IDR) to 'B' from 'B+' and senior secured instrument rating to 'BB-'/'RR2' from 'BB'/'RR2'. The Rating Outlook is Stable. The downgrade reflects expected higher leverage above Fitch's previous negative sensitivity level, as most post-inception periods have shown lower than expected throughput, and consequently, significantly lower than expected EBITDA. Risks associated with potentially sustained lower natural gas prices and/or a further delayed increase in M6 gathering and processing (G&P) volumes remain. These concerns are within the context of the company's smaller size, geographic concentration and limited financial flexibility. However, the company's strong position in the East Texas Haynesville play and advantaged combination of G&P and transportation assets are also important credit factors. KEY RATING DRIVERS Near-Term Headwinds: While not anticipated in the Fitch price deck, risks remain for currently depressed natural gas prices to linger longer than expected, causing a further drag on expected M6 volumes. Depressed natural gas prices in the U.S. throughout 2023 and into 2024 have resulted in M6 throughput volumes largely underrunning expectations for most months since inception. More broadly, after a period of high growth dating back to 2018, production in the Haynesville levelled off in 2023, where rigs in the basin dropped from roughly 70 in the beginning of 2023 to around 40 at the end of the year. Depressed activity has not improved thus far in 2024; however, Fitch believes there could be volume growth in 2025 in response to higher expected prices and meeting increased demand from incremental LNG exports. Given M6's small size and scale and lack of geographic diversity, extended deviations from expectations can have a disproportionate impact on the issuer's credit profile. Financial Flexibility in Focus: M6's liquidity is adequate at the moment, with a cash balance as of the end of 3Q23 of roughly $35 million and an undrawn $75 million revolver. Fitch expects M6 to be roughly free cash neutral in 2023 before moving to negative free cash flow generation in 2024, due to continued depressed activity levels in the Haynesville, as well as M6's required capital spending to facilitate the commencement of an incremental long-term take-or-pay transportation contract. With relatively higher expected G&P volumes, as well as a modestly increased level of take-or-pay fees seen in 2025, Fitch expects M6's liquidity situation to improve. Fitch does not believe M6 has much room for further deterioration in its business before financial flexibility becomes a rating concern. Looking to 2025 LNG Demand: M6's G&P assets in the Haynesville, with takeaway capacity to the Gulf Coast, position the company well for an increase in demand coming from incremental LNG export capacity. Natural gas produced in the Haynesville remains the most economical avenue to fill Gulf Coast LNG facilities, including the Golden Pass LNG project, from a transportation perspective, given its close proximity to the coast. M6's largest customer, ExxonMobil, which has acreage dedication contracts, as well as firm transportation commitments with M6, is a 30% owner of a LNG export facility currently under construction, Golden Pass LNG. Golden Pass construction is expected to be completed by the end of 2024 with first LNG cargoes shipped in 1H25. While M6 has take-or-pay contracts with Golden Pass that will commence regardless of the status of the project, Fitch expects a meaningful uplift in G&P volumes around its commercial start-up. New LNG export facilities (i.e. not expansions of existing facilities) have a propensity for meaningful completion and start up delays. Fitch believes the timely completion and start-up of Gulf Coast LNG facilities, including Golden Pass, are of elevated importance for M6's credit profile. Small Size/Scale: M6's size and scale is limited, with EBITDA well below $300 million, consistent with a 'B' category IDR. The company only operates in a portion of the Haynesville basin. Lack of operational, geographic and geological diversity would expose M6 to outsized event and capital market access risks if production is disrupted. This high exposure can be seen with M6's significant underperformance of underwriting estimates since inception (almost entirely due to lower-than-expected-price driven activity levels). M6's limited size and scale is partially offset by its ownership of long-distance gas transportation pipelines, the Clarity and DD Transmission systems. The inclusion of long-term contracted gas pipelines in its asset portfolio distinguishes M6 from other single-basin midstream peers focused solely on volume-exposed G&P activities. Mostly Fixed Fees, Volume Exposed: Fitch expects M6 to generate roughly 75%-80% of its EBITDA from volume-exposed operations, with the balance coming from ship-or-pay contracts. This exposure comes predominantly from its G&P business, where M6 has very few minimum volume commitments. Instead, the company's customers have dedicated certain acreage to M6 to be gathered, when developed. This makes M6 reliant on its customers to drill and complete wells to drive volumes through its G&P assets, thereby generating fees for services provided. The ship-or-pay contracts also offer an increased likelihood of matching G&P volumes, as some contracted transmission shippers also have acreage dedications with M6. M6 generates most of its gross margin from fixed-fee-for-service activities. Only 10%-15% of expected gross margin will be from activities where it takes direct commodity price exposure. However, this exposure is related to a spread between two commodity prices (natural gas and the related natural gas liquids [NGLs]), vs. a single outright commodity price. Overall exposure can be reduced by opting to not process gas when uneconomic. M6's ability to manage and reduce its direct commodity price exposure is supportive of its credit quality. Ship-or-Pay Contracts Provide Some Stability: Fitch expects M6 to generate approximately 20%-25% of EBITDA from contracts under which it will be paid a fixed fee whether or not volumes are transported. The weighted average remaining life of these contracts is just under seven years. M6's ship-or-pay contracted counterparties have strong credit profiles, with ExxonMobil making up just under half of these commitments. Solid Sponsor Support: M6 benefits from a supportive sponsor in EnCap Flatrock. Fitch believes EnCap Flatrock would support future expansion capital, should cash on hand/operating cash flows not be sufficient. EnCap Flatrock has demonstrated less aggressive financial policies for sponsored entities than other private-equity midstream owners. DERIVATION SUMMARY Given M6's single basin focus, Kinetik Holdings LP (BB+/Positive) is a peer. When combining the single-basin exposure with annual EBITDA that is below $300 million, Medallion Midland Acquisition, LLC (B+/Stable) is a close peer. DT Midstream, Inc. (DTM; BB+/Stable) features both G&P operations and ownership in long-distance natural gas pipelines, similar to both M6 and Kinetik. M6's business profile compares favorably to that of Medallion given that 20%-25% of M6's EBITDA will come from take-or-pay-type contracts and due to the diversity afforded by operating a long-distance natural gas pipeline, in addition to G&P assets. However, this is partially offset by M6's 10%-15% of EBITDA coming from directly commodity price exposed margins, compared to Medallion's fully fixed-fee business model. Another partial offsetting factor is the stronger relative volume growth experienced by Medallion over recent history, driven in large part by Medallion's footprint in the Midland sub-basin (Permian). Fitch expects M6's leverage to be higher than Medallion's over the forecast period and, when combined with the above-mentioned stronger volume story at Medallion, leads to a one-notch difference in the IDRs. M6 features an EBITDA breakdown that is relatively similar to both Kinetik and DTM, as to relative contributions from G&P activities and the long-distance transportation of natural gas. However, with projected EBITDA of less than $200 million through 2025, M6 is significantly smaller than both Kinetik and DTM. Small business or market disruptions could have a disproportionately large impact on M6 compared to its larger peers. The smaller size/scale accounts for a large portion of the differences between the ratings of M6 and both Kinetik and DTM. DTM also generates a higher percentage of EBITDA from take-or-pay-type contracts and both Kinetik and DTM have greater diversity within their respective pipeline segments, owning stakes in multiple pipeline assets. Leverage is forecast to be slightly higher at M6 compared to both Kinetik and DTM. Collectively, these factors lead to a four-notch difference between the IDR of M6 and those of Kinetik and DTM. KEY ASSUMPTIONS Key Assumptions - Natural gas production and commodity prices sales consistent with Fitch's price deck; - G&P volumes remain largely in line with current levels in 2024, consistent with announced customer drilling budgets, before increasing in 2025 in response to demand from incremental LNG export capacity from the U.S. Gulf Coast; - Ship-or-pay transmission contracts expiring over the forecast period are extended with current customers or recontracted with new customers at prevailing market rates; - Elevated G&P capital spending in 2024 and 2025, relative to recent history, to connect new wells on dedicated acreage. A portion of this spending garners incremental fees for M6 such that the company generates a 12.5% rate of return within four years of dollars spent; - Growth capital spending in 2H24/1H25 of roughly $40 million related to the commencement of an incremental take-or-pay transportation agreement; - Base interest rate applicable to the company's outstanding debt reflects the Fitch Global Economic Outlook; - No acquisitions assumed over the forecast period; - No dividends paid to sponsors over the forecast period. RECOVERY ANALYSIS For the Recovery Rating, Fitch's estimates the company's going-concern value to be greater than the liquidation value. The going-concern multiple used was a 6.0x EBITDA multiple, which is in the range of most multiples seen in reorganizations in the energy sector. There have been a limited number of bankruptcies and reorganizations within the midstream space but in the limited sample (such as bankruptcies of Azure Midstream and Southcross Holdco) the reorganization multiples were between 5x and 7x by Fitch's estimates. In Fitch's bankruptcy case study report "Energy, Power and Commodities Bankruptcies Enterprise Value and Creditor Recoveries," published in September 2021, the median enterprise valuation exit multiplies for 51 energy cases was 5.3x, with a wide range of multiples observed. The recovery analysis assumes a default driven by an inability to refinance the revolving credit facility when due, due to very depressed commodity prices. Fitch assumed a going-concern EBITDA of approximately $140 million, higher than the current trailing 12-month EBITDA given the basin-wide demand increase expected in response to incremental near-term LNG export capacity, along with the assumed post-bankruptcy scenario where contract renewal rate and throughput volumes would be less favorable. This going-concern EBITDA unchanged from prior estimates. Fitch calculated administrative claims to be 10%, and fully drew down the revolving credit facility, which are the standard assumptions. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade - EBITDA leverage expected to be below 6.0x on a sustained basis; - Should the contribution from ship-or-pay and/or minimum volume commitment contracts, as a percentage of total EBITDA, be expected to significantly increase from current levels. Factors that could, individually or collectively, lead to negative rating action/downgrade - Fitch could take a negative rating action should throughput not be expected to increase meaningfully in the next 12-24 months from current levels, either due to a sustained lower natural gas price environment or a delay in the expected commercial operations of the Golden Pass LNG export facility, among others; - Forecasted EBITDA leverage above 7.0x or EBITDA interest coverage below 1.7x; - Any deterioration in liquidity beyond current expectations, including but not limited to any significant need to draw on the company's revolver; - A significant increase in capex, targeted towards higher business risk projects; - An acquisition or acquisitions that meaningfully raise the business risk of M6. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch expects M6's liquidity to remain adequate. Liquidity consisted of full availability under the $75 million super senior secured revolving credit facility, which is effectively senior to its term loan, and roughly $35 million of cash on the balance sheet, as of Sept. 30, 2023. The credit facility matures in 2027 while the term loan matures in 2029. The term loan requires 1% per annum mandatory amortization and requires the company to maintain a debt service coverage ratio (DSCR), as defined in the agreement, of above 1.1x. The revolving credit facility contains restrictions on leverage and debt service coverage ratios. M6 was in compliance with its covenants as of Sept. 30, 2023 and Fitch expects this to continue throughout the forecast period. ISSUER PROFILE M6 is a midstream company providing gathering, processing and treating services to natural gas producers in the East Texas portion of the Haynesville basin. It also provides long-haul transportation to the U.S. Gulf Coast LNG, industrial, and utility demand markets. ESG CONSIDERATIONS M6 ETX Holdings II MidCo LLC has an ESG Relevance Score of '4' for Group Structure due to a somewhat complex group structure. Group structure considerations have an elevated scope for M6 given inter-family/related party transactions with affiliate companies. This 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 ----------- ------ -------- ----- M6 ETX Holdings II MidCo LLC LT IDR B Downgrade B+ senior secured LT BB- Downgrade RR2 BB MARCHEY GROUP: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Marchey Group, Inc. TA ForeverPRO TA EVERICA TA YesParts TA MaksPRO TA SUPPLYZ 8421 Canoga Ave Canoga Park, CA 91304 Business Description: The Debtor is an appliance, HVAC, plumbing and lawn garden distribution group. Chapter 11 Petition Date: March 1, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-10326 Judge: Hon. Martin R Barash Debtor's Counsel: Keith Patrick Banner, Esq. GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER 2049 Century Park East Suite 2600 Los Angeles, CA 90067 Tel: 310-553-3610 Email: kbanner@greenbergglusker.com Total Assets as of March 1, 2024: $413,735 Total Liabilities: $3,007,050 The petition was signed by Maruf Bakhramov as president. 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/RAT5YNA/Marchey_Group_Inc__cacbke-24-10326__0001.0.pdf?mcid=tGE4TAMA MATTR CORP: DBRS Hikes Issuer Rating to BB, Trend Positive ---------------------------------------------------------- DBRS Limited upgraded the Issuer Rating of Mattr Corp. (Mattr or the Company, formerly Shawcor Ltd.) to BB from BB (low) and confirmed the rating on the Senior Unsecured Notes (the Notes) at B (high), all with Positive trends. The Recovery Rating on the Notes changed to RR6 from RR5 following divestment of the pipe coating division. These actions remove the ratings from Under Review with Positive Implications. KEY CREDIT RATING CONSIDERATIONS On August 29, 2023, following the Company's announcement that it had signed a definitive agreement to sell a substantial part of its pipe coating division for US$166 million or approximately $225 million (the Disposition), Morningstar DBRS placed Mattr's ratings Under Review with Positive Implications. At the time, Morningstar DBRS stated that assuming the Disposition closes as planned and the Company continues to execute solidly, Morningstar DBRS would likely upgrade Mattr's Issuer Rating by at least one notch on close. Since then, the Company has closed the Disposition, which substantially improves Mattr's business risk profile, benefitting from increased earnings stability, given the relatively higher earnings volatility associated with the pipe coating division, and higher full-cycle margins. Furthermore, the Disposition provides the Company with an improved liquidity position and consequently increased flexibility to invest in strengthening its existing businesses. Morningstar DBRS believes this overall improvement in Mattr's credit risk profile is supportive of an upgrade of the Company's Issuer Rating to BB from BB (low). The Positive trend reflects Morningstar DBRS' expectation that the Company will continue to deliver sound operating performance while maintaining key credit metrics that are considered very strong for the current rating. Furthermore, the trends reflect Morningstar DBRS' expectations that Mattr would prioritize the allocation of excess cash toward further improvements of the Company's business risk profile either through organic or inorganic initiatives. CREDIT RATING DRIVERS Morningstar DBRS could take a positive rating action should Mattr's business risk profile continue to strengthen as the Company expands its operational profile in the existing Composite Technologies and/or the Connection Technologies segments and/or other relatively stable industrial product segments, while maintaining key credit metrics at levels that are commensurate with a higher rating category. However, should the Company prioritize shareholder returns over growth opportunities and/or operating performance is weaker than expected, Morningstar DBRS could revert the Positive trends to Stable. Although unlikely in the near term, if credit metrics meaningfully deteriorate for a sustained period (i.e., debt-to-EBITDA increases above 3.5 times (x) with a commensurate weakening of the Company's other key credit metrics) as a result of either weaker-than-expected operating performance and/or more aggressive financial management, the ratings could be pressured. EARNINGS OUTLOOK Going forward, considering the Disposition, Morningstar DBRS forecasts the Company to record sales close to $1.0 billion and $1.1 billion in 2024 and 2025, respectively, versus just under $1.0 billion forecast for the full-year 2023. A healthy long-term demand outlook across the product offerings in the remaining Composite Technologies segment (previously Composite Systems) and favorable long-term market trends for the Connection Technologies segment (previously Automotive & Industrial) should support sales growth. In line with revenue growth, Morningstar DBRS conservatively forecasts EBITDA to rise to more than $150 million in 2025 from above $130 million in 2024 versus EBITDA from continuing operations of close to $160 million forecast for the full-year 2023. Cash flow generation should remain robust but given the expectations of relatively higher capital expenditures, Morningstar DBRS expects free cash flow (before changes in working capital) to remain subdued at around $10 million in 2024 before improving toward $25 million in 2025. Morningstar DBRS anticipates the Company will use its free cash flow for debt reduction and/or shareholder remuneration. As such, excluding any meaningful debt funded acquisitions or returns to shareholders, Morningstar DBRS forecasts credit metrics to remain strong, even for the new rating category, with debt-to-EBITDA leverage remaining below approximately 2.0x in 2024 and 2025. CREDIT RATING RATIONALE The ratings are supported by the Company's predominant leadership position in both of its business divisions, diminished exposure to the volatile pipe coating business, the Company's diverse customer and geographic bases, strong technical expertise, and favorable long-term economic trends that should continue to support the business risk profile over the medium to long term. The ratings also consider Mattr's relatively small scale, especially post the sale of the pipe coating division, fluctuating cost of raw materials, and the still-budding but growing water tank business. Notes: All figures are in Canadian Dollars unless otherwise noted. MAYA J ATX: Bridgeco Says Disclosure Incomplete and Misleading -------------------------------------------------------------- Magnolia Bridgeco, LLC and Cypress Bridgeco, LLC objects to approval of the Second Amended Disclosure Statement of Maya J ATX LLC. BridgeCo requests that the following additional changes be made to the Second Amended Disclosure Statement, which remains incomplete and misleading in its disclosures: On Page 7, the Debtor has modified the paragraph to state that NIA executed an Assignment of Opportunity dated May 1, 2022. This statement is incomplete in its disclosure. Mr. Dennett testified that, while he did not remember the exact date, he executed the Note in favor of NIA and this Assignment of Opportunity around the same time he executed the Deed of Trust, which was executed and recorded concurrent with the bankruptcy on September 5, 2023, not in May of 2022. In other words, the documents were executed as part of the anticipated bankruptcy and were simply backdated. Thus, paragraph 7 wrongly states that the Debtor signed a note dated May 5, 2022, rather than stating that the debt was not created until the bankruptcy was filed. BridgeCo further objects to any reference to the existence of a debt without acknowledgement that no written and executed form of the Note has been produced, nor have any drafts or communications about that Note been produced that would show when it was drafted or signed, and the debt was created, despite a motion to compel and a court order. The same errors continue on the next page in describing the purported second loan in favor of NIA. No executed note has been produced. 7. Page 15 similarly states that deeds of trust were filed on the same day as the bankruptcy filing. This page should be amended to note that the other documents related to that purported debt (the Note, and the Assignment of Opportunity) were also signed at the same time concurrent with the bankruptcy filing. Maya J should disclose that it remains in violation of the Court's interim discovery order compelling them to produce documents related to NIA and the debt notes. To date, the following documents still have not been produced, nor do any privilege log entries: * Consulting Agreement for Drew Dennett; * Executed copies of the Debt notes in favor of NIA; * Copies of drafts and communications that refer or relate to the debt Notes, Deeds of Trust, and Assignments of opportunity in favor of NIA; * Documents related to the valuation of the purported opportunity that NIA supposedly assigned to Maya J; * Copies of drafts and communications regarding the resolutions authorizing the bankruptcy filings The disclosures should note that no funds were advanced by NIA to the Debtor. If the Debtor or NIA contends that funds were advanced, it should identify the exact amounts. The taxes on the properties that was owed to Travis County have been paid by BridgeCo. The disclosures can be amended to reflect that payment, and that BridgeCo will either vote on behalf of that class or the class will be eliminated, and the tax amount will be included in an amended proof of claim to be filed by BridgeCo. The Disclosures should note that BridgeCo has asked the Debtor to pursue claims against NIA to disallow the debt and pursue claims against NIA for fraudulent transfer and disallowance, and that BridgeCo intends to seek derivative standing if the Debtor does not move to have NIA's purported debt claim disallowed. Counsel for Magnolia BridgeCo, LLC and Cypress BridgeCo, LLC Robert P. Debelak III, Esq. Matthew W. Bourda, Esq. MCDOWELL HETHERINGTON LLP 1001 Fannin St., Suite 2400 Houston, TX 77002 Tel: 713-337-5580 Fax: 713-337-8850 E-mail: bobby.debelak@mhllp.com matthew.bourda@mhllp.com About Maya J ATX LLC Maya J ATX LLC was formed as a Texas limited liability company on March 31, 2022. It owns real estate located at 2513 and 2515 San Gabriel Street and 2103 Nueces Street. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10737) on September 5, 2023. In the petition signed by Drew Dennett, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Shad Robinson oversees the case. James Q. Pope, Esq., at The Pope Law Firm, represents the Debtor as legal counsel. MEDIAMATH HOLDINGS: Seeks to Extend Plan Exclusivity to April 29 ---------------------------------------------------------------- MediaMath Holdings, Inc., and affiliates asked the U.S. Bankruptcy Court for the District of Delaware to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to April 29 and June 26, 2024, respectively. The Debtors claim that extensive resources have been required of them and their professionals to achieve the measures reached in the chapter 11 cases to date. In light of these circumstances, the Debtors submit that the requested extensions are both appropriate and necessary to afford the Debtors with sufficient time to adequately prepare a viable chapter 11 plan and related disclosure statement. The Debtors point out that they began winding down their operations and platform and significantly reduced employee headcount. The Sale Process, Auction, and closing the Sale involved extensive negotiations and effort. Accomplishing these tasks and addressing the concerns of the Debtors' creditors and stakeholders along the way, among other things, required the full attention of the Debtors, their minimal employees, and their advisors. In addition, the Debtors have continued to work with their advisors pursuant to the Settlement Procedures to settle and recover their outstanding accounts receivable, and have negotiated extensions of the Cash Collateral Orders with the First Lien Agent. Further, the Debtors have spent significant efforts in negotiating and reaching the Settlements, and because of these efforts and the resolutions reached in the Settlements, the Debtors are better positioned to propose a plan for confirmation. Finally, the Debtors have been required to devote a significant amount of time, energy, and resources to the chapter 11 process more generally and addressing the myriad issues attendant thereto. The Debtors submit that the complexity and relatively short duration of these chapter 11 cases warrant the extension of the Exclusive Periods, so that the Debtors can continue focusing their efforts on negotiating, finalizing, and filing a viable path forward, including by negotiating with the Debtors' First Lien Agent regarding an exit strategy for emerging from these chapter 11 cases. Counsel to the Debtors: Michael R. Nestor, Esq. Kara Hammond Coyle, Esq. Heather P. Smillie, Esq. Kristin L. McElroy, Esq. Emily C.S. Jones, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: mnestor@ycst.com kcoyle@ycst.com hsmillie@ycst.com kmcelroy@ycst.com ejones@ycst.com About MediaMath Holdings MediaMath Holdings, Inc. develops and delivers digital advertising media and data management technology solutions to advertisers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10882) on June 30, 2023. In the petition signed by Neil Nguyen, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. As of the Petition Date, the Debtors had about $95 million of first lien funded debt. Judge Laurie Selber Silverstein oversees the case. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP as legal counsel, FTI CONSULTING, INC. as financial advisor, and EPIQ CORPORATE RESTRUCTURING, LLC as claims and restructuring agent. MERCY HOSPITAL: Court OKs Sale of Mercy Services' 25% Stake in PRA ------------------------------------------------------------------ A U.S. bankruptcy judge has given the go-signal for Mercy Services Iowa City, Inc. to sell its stake in Progressive Rehabilitation Associates, LLC. Judge Thad Collins of the U.S. Bankruptcy Court for the Northern District of Iowa on Feb. 27 authorized Mercy Services, an affiliate of Mercy Hospital, Iowa City, to sell its 25% stake to Progressive Physical Therapy, PLLC for $250,000. Mercy Services is selling its stake "free and clear" of interests. Progressive Rehabilitation Associates is a physical therapy and rehabilitation service provider in Eastern Iowa. Progressive Physical Therapy owns 75% of the company. The sale price represents the "highest or otherwise best offer" received for Mercy Service's interests and will maximize recoveries for stakeholders, according to Mercy Hospital's attorney, Roy Leaf, Esq., at Nyemaster Goode, P.C. About Mercy Hospital, Iowa City Mercy Hospital, Iowa City, Iowa is a Catholic-based Iowa nonprofit corporation that operates an acute care community hospital and clinics in Iowa City, Iowa, and surrounding communities. Mercy Hospital and affiliates, Mercy Iowa City ACO, LLC and Mercy Services Iowa City, Inc., filed Chapter 11 petitions (Bankr. N.D. Iowa Lead Case No. 23-00623) on Aug. 7, 2023. In the petition signed by its chief restructuring officer Mark E. Toney, Mercy Hospital disclosed $100 million to $500 million in both assets and liabilities. Judge Thad J. Collins oversees the cases. The Debtors tapped Nyemaster Goode, P.C and McDermott Will & Emery LLP as bankruptcy counsels; H2C Securities Inc. as investment banker; and Epiq Corporate Restructuring, LLC as notice and claims agent. Toneykorf Partners, LLC provides interim management services to the Debtors. Mary Jensen, Acting U.S. Trustee for Region 12, appointed an official committee of unsecured creditors on Aug. 15, 2023. The committee tapped Sills Cummis & Gross P.C. and Cutler Law Firm, P.C. as legal counsels; and FTI Consulting, Inc. as financial advisor. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' cases. METROPOLITAN THEATRES: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Metropolitan Theatres Corporation 8727 West Third Street Los Angeles, CA 90048 Business Description: Metropolitan theatres, a fourth-generation family-owned theatre circuit launched in 1923, provides a movie-going experience with a growing number of plush luxury recliner auditoriums and expanded food and beverage offerings. Metropolitan currently operates a diverse collection of historic properties and state-of-the-art multiplexes among its 17 theatres and 94 screens in California, Colorado, Idaho and Utah. Chapter 11 Petition Date: February 29, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-11569 Debtor's Counsel: Lance N. Jurich, Esq. LOEB & LOEB LLP 10100 Santa Monica Blvd., Suite 2200 Los Angeles, CA 90067 Tel: 310-282-2000 Fax: 310-282-2200 Email: ljurich@loeb.com Debtor's Financial Consultant: KGI ADVISORS Total Assets as of Sept. 30, 2023: $26,569,833 Total Liabilities as of Sept. 30, 2023: $25,243,105 The petition was signed by David Corwin as president. 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/WJNSC5I/Metropolitan_Theatres_Corporation__cacbke-24-11569__0001.0.pdf?mcid=tGE4TAMA MICROVISION INC: Widens Net Loss to $82.8 Million in 2023 --------------------------------------------------------- MicroVision, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $82.84 million on $7.26 million of revenue for the year ended Dec. 31, 2023, compared to a net loss of $53.09 million on $664,000 of revenue for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $129.63 million in total assets, $33.83 million in total liabilities, and $95.80 million in total shareholders' equity. Microvision said, "We have incurred significant losses since inception. We have funded operations to date primarily through the sale of common stock, convertible preferred stock, warrants, the issuance of convertible debt and, to a lesser extent, from development contract revenues, product sales, and licensing activities. At December 31, 2023, we had $45.2 million in cash and cash equivalents and $28.6 million in investment securities. We also have approximately $19.0 million availability left on our existing $35.0 million ATM facility that was put in place in the third quarter of 2023. Based on our current operating plan for 2024 and beyond, we anticipate that we have sufficient cash and cash equivalents to fund our operations for at least the next 12 months." Management Comments "We are very pleased with what our global team accomplished in 2023. We are now actively engaged in nine automotive RFQs, including some of the largest global OEMs, with a key focus on passenger vehicles with our MAVIN and MOVIA products," said Sumit Sharma, MicroVision's chief executive officer, in a press release. "The maturity of our products and our several decades of operating history continue to be a clear differentiator for MicroVision and position us well in the marketplace to win." "Our diversified hardware and software portfolio makes us one of the only lidar companies to have multiple technology nodes. In addition, our near-term strategic focus includes securing revenue streams from non-automotive applications to provide opportunities to scale our business and reach volumes that will allow us to accelerate improvement of our gross margins," concluded Sharma. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0000065770/000149315224008335/form10-k.htm About Microvision Microvision, Inc. -- @ www.microvision.com -- is a pioneering company in MEMS-based laser beam scanning technology that integrates MEMS, lasers, optics, hardware, algorithms and machine learning software into its proprietary technology to address existing and emerging markets. The Company's integrated approach uses its proprietary technology to provide automotive lidar sensors and solutions for advanced driver-assistance systems (ADAS) and for non-automotive applications including industrial, smart infrastructure and robotics. The Company has been leveraging its experience building augmented reality micro-display engines, interactive display modules, and consumer lidar modules. MicroVision reported a net loss of $43.20 million in 2021, a net loss of $13.63 million in 2020, a net loss of $26.48 million in 2019, and a net loss of $27.25 million in 2018. MIDDLE TN TRUCKING: Hires Lefkovitz & Lefkovitz PLLC as Counsel --------------------------------------------------------------- Middle TN Trucking, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Lefkovitz & Lefkovitz, PLLC as its counsel. The Debtor requires legal counsel to: a. advising the Debtor as to the rights, duties, and powers as Debtor-in Possession; b. preparing and filing statements and schedules, plans, and other documents and pleadings necessary to be filed by the Debtor in this proceeding; c. representing the Debtor at all hearings, meetings of creditors, conferences, trials, and any other proceedings in this case; and d. performing such other legal services as may be necessary in connection with this case. The firm will be paid at these rates: Steven L. Lefkovitz $575 per hour Jay R. Lefkovitz $450 per hour Michelle R. Lefkovitz $450 per hour Associate Attorneys $450 per hour Paralegals $125 per hour The firm received a retainer of $7,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven Lefkovitz, Esq., an attorney at Lefkovitz & Lefkovitz, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jay Lefkovitz, Esq. Steven L. Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Tel: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.com jlefkovitz@lefkovitz.com About Middle TN Trucking, LLC Middle TN Trucking, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-00411) on February 9, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge Charles M Walker presides over the case. Jay Lefkovitz, Esq. at Lefkovitz & Lefkovitz, PLLC represents the Debtor as counsel. MILK ROAD: Wins Interim Cash Collateral Access ---------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, New Bern Division, authorized The Milk Road LLC to use cash collateral on an interim basis, in accordance with the budget. The Debtor requires the use of cash collateral to pay operating expenses, including inventory purchases, payroll, payroll taxes and certain other expenses, including utilities, and insurance. Prior to the Petition Date, certain UCC-1 filings were on record as related to the Debtor. In order of priority, the purported UCC liens against the cash collateral of the Debtor are: a. File no. 20200092141B; filed on June 28, 2020 in favor of the U.S. Small Business Administration; b. File no. 20210062965E; filed on May 12, 2021 in favor of Amur Equipment Finance; c. File no. 20210081436J; filed on June 17, 2021 in favor of North Star Leasing. The court said the Secured Creditors will retain a continuing and replacement post-petition lien and security interest in all property, receivables and assets of the Debtor and the proceeds thereof, whether acquired pre-petition or post-petition. A further hearing on the matter is set for March 13, 2024 at 1 p.m. A copy of the order is available at https://urlcurt.com/u?l=sItxRK from PacerMonitor.com. About The Milk Road The Milk Road is a limited liability company founded in 2016 in the barracks of Camp Lejeune as a vision of two Navy Corpsmen who wanted to bring quality "fair trade" coffee beans and Liege waffles to North Carolina. The Debtor operates a high-end coffee roastery and cafe in two locations in Jacksonville and Emerald Isle, North Carolina. It employs nearly twodozen employees during the summer months, and about half that number during the off-season. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00152-5-JNC) on January 17, 2024. In the petition signed by Dannell Suzanne Clark, managing member, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Joseph N. Callaway oversees the case. Richard P Cook, Esq., at Richard P. Cook. PLLC, represents the Debtor as legal counsel. MINI MANSION: Seeks to Hire Guy T. Conti PLLC as Attorney --------------------------------------------------------- Mini Mansion, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ The Law Offices Of Guy T. Conti, PLLC as its attorneys. The firm will render these services: a. represent the Debtor in this Chapter 11 case and to advise the Debtor as to its rights, duties and powers as a debtor in possession; b. prepare and file all necessary statements, schedules, and other documents and to negotiate and prepare one or more plans of reorganization for the Debtor; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; and d. perform such other legal services as may be necessary in connection with this case. The firm received a retainer in the amount of $2,906.25. As disclosed in the court filings, Guy T. Conti, PLLC does not hold or represent an interest that would be adverse to the interest of the client’s estate in a Chapter 11 case. The firm can be reached through: Guy T. Conti, Esq. THE LAW OFFICES OF GUY T. CONTI, PLLC 28475 Greenfield Rd., Ste 113 #7372 Southfield, MI 48076 Phone: (888) 489-3232 Email: gconti@contilegal.com About Mini Mansion Mini Mansion, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-50440) on Nov. 29, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Thomas J. Tucker oversees the case. Guy T. Conti, Esq., at The Law Offices of Guy T. Conti, PLLC represents the Debtor as bankruptcy counsel. MIRACLE HILL: Unsecureds to Get Excess Cash and Remaining Funds --------------------------------------------------------------- Miracle Hill Nursing and Rehabilitation Center, Inc., submitted a Disclosure Statement. On October 12, 2023, Miracle Hill filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code, which were designated as Case No. 23-bk-40398- KKS. The Debtor remains in possession of its properties and continue to manage its assets as debtor in possession pursuant to §§ 1107 and 1108 of the Bankruptcy Code. Class 8 consists of all Allowed Unsecured Claims against the Debtor. Each Holder of an Allowed Unsecured Claim in Class 8 shall receive its Pro Rata Share of Distributions of Excess Cash on each Distribution Date. Holders of Allowed Unsecured Clams shall also receive any remaining funds from the ERC Claim after the Class 7 Claim has been paid in full. Class 8 is Impaired by the Plan. On the Effective Date, the Debtor will cure arrearages to KeyBank and the SBA and reinstate obligations owed to KeyBank and the SBA. The Debtor shall have raised the Cash Contribution from donors to pay certain Administrative Expense Claims and obligations owed to 1329 Abraham and Synovus under the Plan. The Reorganized Debtor will pay Allowed Unsecured Claims over time. The Debtor is involved in preliminary discussion regarding a possible bond offering and reserves the right to amend the Plan to pay Creditors from proceeds of a bond offering. Attorneys for Debtor: Scott A. Stichter, Esq. Jodi D. Dubose, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Phone: (813) 229-0144 Fax: (813) 229-1811 E-mail: sstichter@srbp.com jdubose@srbp.com A copy of the Disclosure Statement dated Feb. 9, 2024, is available at https://tinyurl.ph/ZrHmg from PacerMonitor.com. About Miracle Hill Nursing and Rehabilitation Center, Inc. Miracle Hill Nursing and Rehabilitation Center, Inc. filed Chapter 11 petition (Bankr. N.D. Fla. Case No. 23-40398) on Oct. 12, 2023, with up to $10 million in both assets and liabilities. Chris A. Burney, president, signed the petition. Judge Karen K. Specie oversees the case. The Debtor tapped Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Poster, PA as bankruptcy counsel and James D. Gibson, Esq., at Gibson Kohl, PL as special litigation counsel. MODIVCARE INC: S&P Affirms 'B-' ICR, Outlook Negative ----------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on ModivCare Inc. and 'B-' issue-level rating on the company's senior unsecured notes with a recovery rating of '4'. The negative outlook reflects the elevated possibility that S&P will lower its ratings on ModivCare over the next 12 months if its liquidity position is more constrained than expected or its performance adds additional risk to refinancing its 2025 maturity well before it turns current. ModivCare continues to make strides toward stabilizing its operating performance despite a challenging end to 2023 in terms of FOCF metrics. S&P said, "The company reported an FOCF deficit in excess of $125 million for 2023, materially greater than our previous expectations of $80 million-$100 million. However, much of the deficit in the fourth quarter was related to a $35.9 million delayed payment from a managed care organization client related to a specific contract, which the company now expects to collect in the first half of 2024. If ModivCare received this payment as originally expected, its FOCF metrics would have been in line with our prior expectations, bringing us confidence that the company is still trending on the path toward positive FOCF generation in 2024." The company's EBITDA margin expanded in the back half of the year, driven by cost savings initiatives that are beginning to take hold, showing evidence of stabilizing operating performance. This performance comes in spite of the headwinds from Medicaid redetermination, which disrupted both the number of eligible patients as well as the timing of payments. The company now estimates redetermination to be 70% complete. In 2024, S&P expects ModivCare's margin expansion will be flat to slightly decline as a result of the continued effect of Medicaid redetermination, which the company estimates will have a $28 million-$32 million effect for the full year, in addition to tech and restructuring investments of $10 million-$20 million. The realization of cost savings will offset the aforementioned headwinds to margins. Despite projections for stability across the full year in 2024, the company projects a difficult first quarter, driven by the roll-off of a few large contracts leaving a gap between the implementation of new contract wins in the second quarter. S&P said, "Additionally, we believe the continued normalization of healthcare utilization and effects from Medicaid redetermination will affect the first half of the year. These challenges will likely result in negative FOCF in the first half of the year; however, we forecast up to $10 million of positive free cash flow generation for the full year, improving into 2025 from continued cost optimization and some modest organic growth." ModivCare's liquidity risk remains heightened despite the amendment of its covenant agreement in February. The company successfully entered a covenant relief period, loosening the covenant leverage ratios temporarily; however, the amended agreement also includes a minimum liquidity requirement stating its liquidity balance (cash and revolver availability) must be $100 million at the end of each quarter. Given the company's cash balance as of year-end 2023 was approximately $2 million and revolver availability was approximately $188 million, S&P estimates ModivCare could only draw approximately $113 million on the revolver at this time to stay in compliance with the minimum liquidity requirement (which does not take into account the $40.4 million in outstanding letters of credit). However, the company could draw up to approximately $170 million under the current covenant restrictions intra-quarter as long as the revolver is paid down to a level by the end of the quarter that meets the minimum liquidity requirements. S&P said, "Although we expect FOCF deficits in the first half of the year, we believe the current liquidity runway is sufficient to bridge the company to a point where it will begin generating cash in back half of the year. However, we continue to view the liquidity situation with heightened risk, and further constrained liquidity as a result of operational setbacks or large working capital outflows could warrant a downgrade." ModivCare's refinancing risk continues to increase as its 2025 maturities approach. S&P said, "The company's $500 million senior unsecured notes mature in November 2025, and while the company says it is actively pursuing potential refinancing opportunities, we view the refinancing risk as elevated at this time. If the company cannot refinance the notes well in advance of them becoming current in November 2024, that could warrant a downgrade. We expect annual interest expense from refinancing to increase $15 million-$25 million, which will further pressure the company to deliver on its operating plan." S&P said, "The negative outlook reflects the possibility that we will lower our ratings on ModivCare over the next 12 months or sooner if its liquidity position, which is limited to approximately $113 million at this time, becomes more constrained or it cannot refinance the upcoming maturities of its 2025 senior notes well in advance of them going current in November 2024. "We could lower our rating on ModivCare if we believe its capital structure is unsustainable, which could occur if the company's liquidity position continues to deteriorate to unsustainable levels from margin deterioration or continued large working capital outflows that hinder FOCF generation. Additionally, we could lower the rating if the company cannot refinance its 2025 senior notes well before they become current in November 2024. We could revise our outlook on ModivCare to stable if it mitigates its current liquidity constraints through continued improved operational improvements that support positive stable FOCF generation and refinances its upcoming maturities, mitigating refinancing risk." NASCAR HOLDINGS: Moody's Ups CFR to Ba1 & Alters Outlook to Pos. ---------------------------------------------------------------- Moody's Investors Service upgraded NASCAR Holdings, LLC's Corporate Family Rating to Ba1 from Ba2, its Probability of Default Rating to Ba1-PD from Ba2-PD, and its senior secured credit facilities to Ba1 from Ba2. The outlook is changed to positive from stable. The upgrade of NASCAR's CFR and secured credit facilities to Ba1 reflects the positive impact of the new seven-year media rights agreement and the significant reduction in leverage to 2.1x as of Q3 2023 due to repayment of debt from Free Cash Flow (FCF) and asset sale proceeds. NASCAR has benefitted from solid operating performance along with strategic investments to garner spectator interest from a broader demographic. Governance is a key driver in the rating action as Moody's expects NASCAR will maintain a more conversative financial profile, reducing financial risk, and will continue to direct FCF and asset sale proceeds to debt repayment. In addition, Moody's believes that the sport of NASCAR is in a stable position with regard to fan engagement. RATINGS RATIONALE NASCAR's Ba1 CFR reflects Moody's expectation that leverage (2.1x as of Q3 2023) will continue to decrease through 2025 from additional debt repayment and EBITDA growth. NASCAR benefits from its significant size and ownership of the NASCAR sanctioning body for auto racing in the US, as well as its position as the largest track owner of NASCAR and other race events. The new media agreements which will take effect in 2025 are contractual fixed obligations to NASCAR and have contracted increases through 2031, adding strong visibility to performance and will contribute to sustaining EBITDA margins. Additionally, recent investments have attracted both new demographic groups and team owners to the sport which has led to positive viewership trends. NASCAR has also focused on improving the consumer experience at its tracks which has proven successful as evidenced by higher ticket sales when compared to 2019. NASCAR is a private company founded and owned by the France family with both family and professional management. Moody's expects the company will maintain good management practices and conservative financial policies. Moody's expects NASCAR will maintain a very good liquidity position supported by $253 million of cash on the balance sheet as of Q3 2023 (much of which was used to reduce debt further in Q4) and Moody's expectation of improving free cash flow. The company also has access to an undrawn $150 million revolver. Capex was $132 million as of LTM Q3 2023, but Moody's expect it will normalize in the range of $90 million per year going forward. Free cash flow as a percentage of debt was 1.4% LTM as of Q3 2023 due to heavier than typical capex and shareholder tax distributions, but Moody's projects the ratio will improve substantially (to over 20%) by FYE 2024 and increase further going forward with the onset of the new media contract. While NASCAR will continue to make modest equity distributions above tax distributions, Moody's expects NASCAR will continue to use a significant portion of FCF to repay debt. NASCAR has reduced debt by $1.052 billion from a high of over $1.5 billion since the end of 2019 from free cash flow and asset sale proceeds. The term loan is covenant lite with the revolver subject to a springing first lien net leverage ratio of 6.25x (as defined in the credit agreement) when more than 35% of the revolver is drawn. Moody's projects NASCAR will maintain a significant cushion of compliance going forward. The positive outlook reflects the credit strength provided by the new media broadcast agreements and the success of recent initiatives to improve pricing power and further bolster spectator interest in NASCAR as well as an expectation for stronger credit metrics over the next 12 to 24 months. Moody's expects modest growth in track and event related revenues as consumer demand for out of home entertainment will be partially offset by inflation and slower economic growth which impacts discretionary consumer spending. Moody's anticipates that NASCAR will generate good free cash flow after modest member distributions during 2024 with a portion of free cash flows directed to debt reduction. Moody's expects leverage to decrease toward the 1x range by the end of 2025. NASCAR is likely to maintain a strong liquidity position supported by full access to the revolving credit facility, cash on the balance sheet, and good operating cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade could occur if the company extends its track record of fan interest and engagement in NASCAR racing, as reflected by attendance stability or growth and stable to positive broadcast viewership trends. Steady revenue, profitability and free cash flow growth along with confidence that the financial policy of the firm will remain highly conservative would also be required in addition to continuing to reduce debt leverage. The ratings could be downgraded if leverage was expected to be sustained above 3.0x due to debt funded redevelopment projects, or a sustained decline in profitability due to a deterioration in spectator interest in NASCAR. A weaker liquidity position or failure to sustain free cash flow to debt percentage of at least the high single-digit percentages could also lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. NASCAR Holdings, LLC, headquartered in Daytona Beach, Florida is the sanctioning body of NASCAR and other race series. The company also owns and/or operates sixteen racetracks within the territory of the United States, which includes ovals, road courses and a drag strip. In Q3 2019, NASCAR acquired International Speedway Corporation, which was previously a publicly traded company (ISCA). Members of the France family own 100% of NASCAR. NASSAU BREWING: Unsecureds Will Get 15% to 18% of Claims in Plan ---------------------------------------------------------------- Nassau Brewing Company Landlord LLC, submitted a Revised Disclosure Statement describing Revised Plan of Reorganization dated February 22, 2024. The Plan sets forth the manner in which claims against and interests in the Debtor will be treated and paid in bankruptcy based upon the anticipated sale of the Debtor's property located at 945 Bergen Street, Brooklyn, NY (the "Property") and distribution of proceeds. The Debtor, VNB and the Master Tenant entered into very complex negotiations regarding a global exit strategy that maximized value of the Property while preserving the integrity of the Master Lease. The Plan carried forward the terms of the global settlement and was filed in contemplation of executing a sales contract with Goose Property Management LLC (the "Stalking Horse") to sell the Property for $18.25 million. The stalking horse contract has been extensively drafted, reviewed and updated and was finally executed on January 3, 2024. The Debtor is proceeding with a motion to approve the Stalking Horse and related bid procedures. Based on an $18.25 million purchase price, plus the separate contribution of the Master Tenant of up to $3.5 million, it is contemplated that there will be sufficient funds to pay administrative expenses, priority taxes, real estate taxes and the DIP loan in full, plus establish a general creditor fund in the sum of $250,000 to pay a pro rata distribution (projected to be approximately 15-18% and perhaps higher) to general unsecured creditors and mechanics' lienholders. The balance of the sale proceeds will be used to pay VNB on account of its prepetition mortgage debt. VNB is cooperating with the proposed sale even though its pre-petition secured claim in the principal sum of at least $17,667,972 will not be satisfied in full. Class 4 consists of all General Unsecured Claims against the Debtor, including all mechanic's liens, and the claims of vendors and service providers and the Allowed Claim of Master Tenant in the sum of $201,585.30 arising from the Lease Assumption Order. There are five potential mechanic's lien claims totaling $932,050.74. These liens are undersecured and remain subject to reconciliation and distribution objection. Because the Property has a current value of less than the total pre-petition and post petition mortgage debt, all outstanding mechanic's liens are deemed fully undersecured and, therefore, are included as part of the Class 4 General Unsecured Claims. The holders of Allowed Class 4 General Unsecured Claims shall receive a pro rata cash distribution from the General Creditor Fund projected to be around 15-18%, and perhaps a little higher if the mechanic's liens are reduced. The pro rata distribution shall be paid no later than 40 days after the Effective Date in full settlement of all Class 4 Claims. If a Class 4 General Unsecured Claim is subject to an objection filed on or before the Claim Objection Date, then a separate reserve shall be established by the Disbursing Agent in an amount sufficient to pay the allocable pro rata share of the disputed Class 4 Claim, should such Claim become an Allowed Claim pursuant to Final Order or agreement with the Debtor. The Class 4 creditors are impaired. The Plan shall be implemented by the Debtor on a coordinated basis with VNB, Churchill and the Master Tenant based in the first instance on a sale of the Property. While Refinancing is still remotely possible, a sale is the preferred and best alternative and has gained momentum with the prospect of the Stalking Horse Contract. The Bankruptcy Court has entered an Order approving this Disclosure Statement and scheduling a hearing to consider confirmation of the Plan on April 10, 2024 at 11:00 a.m. Any objection to confirmation of the Plan must be in writing, must be filed with the Bankruptcy Court no later than April 3, 2024. In order to be considered, a ballot must be actually received on or before April 3, 2024 at 5:00 p.m. (the "Voting Deadline"). A full-text copy of the Revised Disclosure Statement dated February 22, 2024 is available at https://urlcurt.com/u?l=zLMLFI from PacerMonitor.com at no charge. Attorneys for the Debtor: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 125 Park Ave., 12th Fl. New York, NY 10017 Tel:(212) 221-5700 About Nassau Brewing Company Landlord Nassau Brewing Company Landlord, LLC is a New York limited liability company organized in 2015 to acquire a property at 945 Bergen Ave., Brooklyn, N.Y. Nassau Brewing Co. filed a petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 21-41852) on July 16, 2021, with $10 million to $50 million in both assets and liabilities. Sean Rucker, manager, signed the petition. Judge Jil Mazer-Marino handles the case. Goldberg Weprin Finkel Goldstein, LLP, led by Kevin J. Nash, Esq., serves as the Debtor's legal counsel. NATIONAL AMUSEMENTS: Reports Ownership of Paramount Global Shares ----------------------------------------------------------------- National Amusements Inc. disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that, as of December 31, 2023, it beneficially owned shares of Paramount Global's Class A Common Stock, along with its affiliated entities. The beneficial ownership of each entity is as follows: Reporting Person Shares Owned Percent of Class National Amusements, Inc. 31,500,087 77.4% SPV-NAIEH LLC 4,985,164 12.2% NAI Entertainment 9,654,787 23.7% Holdings LLC Sumner M. Redstone 31,500,087 77.4% National Amusements Part B General Trust A full-text copy of the Report is available at https://tinyurl.com/5yj8uxz7 About National Amusements Headquartered in Massachusetts, National Amusements is a privately owned American movie theater operator and mass media holding company that operates 839 movie screens in the United States. * * * As reported by the Troubled Company Reporter on May 17, 2023, S&P Global Ratings lowered the issuer credit rating on National Amusements Inc. (NAI) to 'CCC+' from 'B'. S&P also lowered its issue-level rating on the term loan to 'B' from 'BB-'. The negative outlook reflects the risk that NAI's cash generation will not be sufficient to cover its debt obligations, leaving the company reliant on cash balances, revolver availability, asset sale proceeds, and proceeds from the potential sale of Paramount stock to avoid a potential default on its debt fixed charges. NEKTAR THERAPEUTICS: Citadel Entities Disclose Equity Stakes ------------------------------------------------------------ Citadel Advisors LLC and affiliates disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that, as of December 31, 2023, they beneficially owned shares of Nektar Therapeutics' common stock. The beneficial ownership of each entity is as follows: Reporting Person Shares Owned Percent of Class Citadel Advisors LLC 5,625,000 3.0% Citadel Advisors Holdings LP 5,625,000 3.0% Citadel GP LLC 5,625,000 3.0% Citadel Securities LLC 10,132 0.0% Citadel Securities Group LP 10,132 0.0% Citadel Securities GP LLC 10,132 0.0% Kenneth Griffin 5,635,132 3.0% The percentages reported are based on 190,770,566 Shares outstanding as of October 31, 2023. A full-text copy of the Report is available at https://tinyurl.com/5x6hemnm About Nektar Therapeutics Nektar Therapeutics -- http://www.nektar.com-- is a clinical stage, research-based drug discovery biopharmaceutical company focused on discovering and developing innovative medicines in the field of immunotherapy. Nektar Therapeutics reported a net loss of $368.20 million in 2022, a net loss of $523.84 million in 2021, a net loss of $444.44 million in 2020, and a net loss of $440.67 million in 2019. * * * Egan-Jones Ratings Company, on January 16, 2024, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Nektar Therapeutics. NEKTAR THERAPEUTICS: Deep Track, 2 Others Report 9.65% Stake ------------------------------------------------------------ Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd., and David Kroin disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially owned 18,400,000 shares of Nektar Therapeutics' common stock, representing 9.65% of the shares outstanding. About Nektar Therapeutics Nektar Therapeutics -- http://www.nektar.com-- is a clinical stage, research-based drug discovery biopharmaceutical company focused on discovering and developing innovative medicines in the field of immunotherapy. Nektar Therapeutics reported a net loss of $368.20 million in 2022, a net loss of $523.84 million in 2021, a net loss of $444.44 million in 2020, and a net loss of $440.67 million in 2019. * * * Egan-Jones Ratings Company, on January 16, 2024, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Nektar Therapeutics. NEKTAR THERAPEUTICS: RA Capital, 3 Others No Longer Hold Shares --------------------------------------------------------------- RA Capital Management, LP, Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, LP disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they ceased to beneficially own shares of Nektar Therapeutics' common stock. A full-text copy of the Report is available at https://tinyurl.com/mj8am7zp About Nektar Therapeutics Nektar Therapeutics -- http://www.nektar.com-- is a clinical stage, research-based drug discovery biopharmaceutical company focused on discovering and developing innovative medicines in the field of immunotherapy. Nektar Therapeutics reported a net loss of $368.20 million in 2022, a net loss of $523.84 million in 2021, a net loss of $444.44 million in 2020, and a net loss of $440.67 million in 2019. * * * Egan-Jones Ratings Company, on January 16, 2024, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Nektar Therapeutics. NEW CHICAGO COMMUNITY: Case Summary & 18 Unsecured Creditors ------------------------------------------------------------ Debtor: New Chicago Community Development Corporation AW Empire Real Estate Holdings. Inc. 1036 Firestone Memphis, TN 38107 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: March 1, 2024 Court: United States Bankruptcy Court Western District of Tennessee Case No.: 24-20932 Judge: Hon. Jennie D. Latta Debtor's Counsel: Ted I. Jones, Esq. JONES & GARRETT LAW FIRM, AN ASSOCIATION OF ATTORNEYS 2670 Union Ave., Ext Suite 1220 Memphis, TN 38112 Tel: 901-526-4249 Fax: 901-525-4312 Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Dr. Carnita Atwater as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GKIG4ZQ/New_Chicago_Community_Development__tnwbke-24-20932__0001.0.pdf?mcid=tGE4TAMA NEW ENTERPRISE: Moody's Ups CFR to B2 & Senior Secured Notes to B1 ------------------------------------------------------------------ Moody's Investors Service upgraded New Enterprise Stone & Lime Co., Inc.'s (NESL) corporate family rating to B2 from B3 and probability of default rating to B2-PD from B3-PD. At the same time, Moody's upgraded the ratings on the senior secured notes to B1 from B2 and the senior unsecured notes to Caa1 from Caa2. The outlook is maintained at stable. "The upgrade reflects solid demand for New Enterprise's products and improved profitability, which is expected to maintain robust with continued infrastructure demand and a return to growth in residential end markets," said Nirali Patel, Moody's Lead Analyst, "Earnings generation, combined with modest debt reduction, has supported a decline in leverage to 5.2x for the last twelve months ended November 30, 2023. Solid cash flow generation and good liquidity further support the upgrade." RATINGS RATIONALE New Enterprise's B2 CFR reflects the company's geographic and customer concentration, relatively high leverage, and exposure to cyclical end markets. A significant portion of NESL's revenue is generated from PennDOT, the Pennsylvania Turnpike Commission and other agencies, representing its concentration risk and vulnerability to changes in infrastructure funding in Pennsylvania. The company is also exposed to cyclical end markets, particularly in nonresidential and residential construction. Offsetting these challenges are NESL's exposure to public construction activity, which will benefit from ongoing investment supported by the US Infrastructure Bill, strong local presence in Pennsylvania, and vertical integration. Further, Moody's view NESL's strong local presence in its operating regions as somewhat offsetting to its geographic and customer concentration. The credit profile is also supported by NESL's vertically-integrated assets, which help to preserve profitability. Moody's expects New Enterprise to maintain good liquidity over the next 12 to 18 months, supported by positive free cash flow, flexibility under its springing fixed charge covenant, and access to a $105 million ABL revolving credit facility. The company has about $42 million of cash on the balance sheet as of November 30, 2023. Access to the ABL is robust with around $91 million of availability after no borrowings and $14 million in letters of credit as of November 30, 2023. New Enterprise's liquidity is supported by the lack of upcoming debt maturities, with the nearest maturity being its ABL credit facility in 2026. The notching of New Enterprise's senior secured notes could be affected with further shifts in the capital structure. Currently, New Enterprise's senior secured notes are rated B1, one notch above the CFR; however, if the company were to utilize larger amounts of equipment financing or repurchase further senior unsecured debt, the secured notes could notch in line with the CFR. The stable outlook reflects Moody's expectation that demand for New Enterprise's product portfolio, including aggregates, hot mix asphalt, and ready mix concrete, will remain solid in its end markets, supporting revenue generation and profitability. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider upgrading the ratings with improved scale and geographic diversity, along with maintaining the following credit metrics: debt/EBITDA below 4.5x, EBIT/Interest expense approaching 3.0x, and maintenance of at least good liquidity. The ratings could be downgraded if the company's revenue or operating margin deteriorates. Pressure on the ratings could also result if there is implementation of aggressive financial policy actions including large, debt-financed acquisitions or shareholder distributions. Specifically, Moody's would downgrade the ratings if debt/EBITDA is above 5.5x or EBIT/interest expense is below 2.0x. Headquartered in New Enterprise, Pennsylvania, New Enterprise Stone & Lime, Co., Inc. is a privately-held (Detwiler family), vertically-integrated construction materials supplier and heavy/highway construction contractor. NESL's operations are primarily concentrated in Pennsylvania and Western New York. For the twelve months ended November 30, 2023, the company generated $872 million in revenue. The principal methodology used in these ratings was Building Materials published in September 2021. NEW HAVEN TRUCK: Asset Sale Proceeds to Fund Plan Payments ---------------------------------------------------------- New Haven Truck and Auto Body, Inc., filed with the U.S. Bankruptcy Court for the District of Connecticut a Disclosure Statement describing Chapter 11 Plan dated February 22, 2024. NHT is an auto body repair shop specializing in the repair and restoration of commercial vehicles for various commercial customers ranging from private commercial entities, school districts, universities, local and state governmental agencies. On October 1, 2013, the NHT purchased the property at 480 Short Beach Road, East Haven, Connecticut ("Property") for $830,000.00. The Debtor owns the Property as of the filing date and operates its business from that location. As part of the purchase the Debtor obtained financing from Citizens Bank, N.A., and executed a Note and Mortgage in favor of Citizens Bank. NPA Associates, LLC commenced a foreclosure action against the Debtor entitled NPA Associates, LLC v New Haven Truck and Auto Body, Inc., Docket No. NNH-CV21-6117279-S, that had a foreclosure by sale scheduled for April 30, 2023. The Connecticut Superior Court on September 21, 2022 found the value to be $1,400,000.00. The Foreclosure Committee filed an appraisal dated January 18, 2023 that found the value to be $1,550,000.00. NPA has filed a Proof of Claim, known as Proof of Claim No. 33 stating that on the filing date of April 28, 2024 was $1,077,753.22. Based upon either value the Debtor has approximately $322,000.00 to $472,000.00 of equity in the property. The Plan of Reorganization provides for payment in full to all secured, priority creditors, and a pro rata distribution of the general unsecured class. The Debtor believes that the terms of the proposed Plan represent a balance between paying the maximum possible to all creditors without impairing the Debtor's ability to make such payments. The Debtor proposes to fund payment of the plan through business operations until the sale of the Assets. Class 1, 2, and 3 claims will be paid as a normal and customary closing costs associated with the sale of the Assets. The parties are working toward a closing. Any closing contemplated in the Disclosure Statement and Plan will be consummated within one year of the Effective Date of the Plan. if the sale does not occur within one year of the Effective Date of the Plan, the Debtor consents to a sale of the Property and business assets through the pending foreclosure action that was filed by NPA. Class 4 consists of Allowed General Unsecured Claims. The allowed unsecured claims total $110,379.60. Class 4 will be paid from the proceeds on a PRO RATA basis from the sale of the Assets within 30 days of the closing. Class 5 consists of Equity Interest Holders. Class 5 will not receive any distribution upon approval of the Plan unless there is a surplus from the sale after all creditors are paid in full. Upon the sale of the Assets and distribution to all creditors, the Debtor will be dissolved. The only means for feasibility and means for effecting the Plan are through distribution of the funds from the proceeds of the sale of the Assets. Without the sale of the Assets, there would be no funds available for creditors. A full-text copy of the Disclosure Statement dated February 22, 2024 is available at https://urlcurt.com/u?l=CdDCHZ from PacerMonitor.com at no charge. Counsel to the Debtor: Stuart H. Caplan, Esq. Law Offices of Neil Crane, LLC 2679 Whitney Avenue Hamden, CT 06518 Tel: (203) 230-2233 Email: stuart@neilcranelaw.com About New Haven Truck and Auto Body New Haven Truck and Auto Body, Inc., is a complete vehicle collision and body repair shop located in East Haven, Connecticut. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Conn. Case No. 23-30298) on April 28, 2023. In the petition signed by William S. Snow, Jr., president, mthe Debtor disclosed up to $10 million in both assets and liabilities. Judge Ann M. Nevins oversees the case. Stuart H. Caplan, Esq., at the Law Offices of Neil Crane, LLC, represents the Debtor as legal counsel. NEXERA MEDICAL: Unsecureds to Split $100K in Subchapter V Plan -------------------------------------------------------------- NEXERA Medical, Inc., submitted a Third Amended Plan of Reorganization under Subchapter V dated February 20, 2024. The Debtor was founded in 2006 and is in the business of producing and selling reusable antimicrobial respiratory masks. Specifically, Debtor is manufacturing and selling an antimicrobial 14-day reusable FFP2 RD Respirator Mask. The Plan changes the equity structure of the Debtor by offering all allowed unsecured claimants the opportunity to convert debt still remaining after the effective date distributions into equity. To the extent any such allowed creditor wishes to do so, they will be issues 1 stock share per dollar based upon 20% of any remaining debt. For illustrative purposes a creditor owed $100,000.00 who receives $5,000 initially on the effective date would be able to convert the remaining $95,000.00 to 19,000 shares of common stock. They then would receive no further distributions over the life of the Plan. No representations as to the value of such stock shares is being made herein as, if the case were converted to chapter 7, it is believed that all stock of the Debtor would be worthless. All unsecured creditors will be allowed to opt into this conversion and a report of all such debt to equity conversions will be filed with the Bankruptcy Court. Debtors common stock currently consists of 19,006379 shares with Phantom Stock of 682,018. It is believed that Liter Capital II, LLC is the current owner of 250,000 shares of preferred stock as well. The Liquidation Analysis references only an estimated unsecured recovery of $65,387.23 at some future undetermined date. Further, that amount, for Plan purposes only, places a value of $30,000 for Intellectual Property that has only produced gross revenue of $42,910.00 in the aggregate over the past 3 years. It is believed that neither a liquidator nor a Chapter 7 Trustee would be able to sell the existing raw material for anything more than the amount contained within the distribution analysis. The Debtor's Plan provides for an initial $100,000.00 distribution to be paid to unsecured creditors immediately upon the Effective Date of the Plan. Debtor will then continue to pay creditors 3x a year i.e. every 4 months. Specifically, payments will occur on May 1, September 1 and December 1, 2024-2026. The Debtor's Plan also provides for significantly increased distribution to unsecured creditors through a post-confirmation debt to equity conversion. Taft Foundation has preliminarily agreed to forgo future distributions for an additional equity stake in the company. The result of this will be an approximately 77% decrease in total unsecured debt and a substantial increase in payments to remaining unsecured creditors. Additionally, if Debtor decides to move ahead with objecting to Claim 6-1 filed by FPMCLAIM LLC and is successful the total remaining claims to be paid over the life of the Plan will decrease by approximately 93%. The Debtors 36-month projections provide an 81.4% increase over liquidation with an additional $284,905.51 being paid over to unsecured creditors over and above the Liquidation Analysis. Further, with the Plan providing a "floor" and no "ceiling" for creditors should the need for masks increase exponentially, creditors may potentially benefit even more in the future up to their allowed claims. Shareholder Paul Sallarulo will be providing a lump sum amount of $95,000.00 prior to confirmation as part of a $100,000.00 initial distribution to allowed unsecured creditors. Mr. Sallarulo will also be personally guaranteeing payment of all Debtor attorney fees not paid prior to or at confirmation. The Debtor will also contribute 100% of it's net profits to unsecured creditors over a 3-year period. Debtor's current plan is based upon sales estimates derived from postpetition sales. Debtor will increase distributions to unsecured creditors bi-annually if gross sales increase more than 20% above current estimates, thus providing all unsecured creditors with the potential upside to any large-scale orders. Class 1 consists of the Allowed Unsecured Claims. This Class shall be paid $100,000.00 on the effective date. This Class is impaired. All payments as provided for in the Plan shall be funded by Paul Sallarulo, cash on hand and income over 3 years. A full-text copy of the Third Amended Plan dated February 20, 2024 is available at https://urlcurt.com/u?l=kKc1hT from PacerMonitor.com at no charge. Attorneys for the Debtor: Jordan L. Rappaport, Esq. RAPPAPORT OSBORNE & RAPPAPORT, PLLC 1300 North Federal Highway, Suite 203 Boca Raton, FL 33432 Tel: (561) 368-2200 About NEXERA Medical NEXERA Medical, Inc., is in the business of producing and selling reusable antimicrobial respiratory masks. NEXERA Medical sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-13388) on April 28, 2023. In the petition signed by James Magruder, director, the Debtor disclosed $155,521 in assets and $1,902,367 in liabilities. Judge Scott M. Grossman oversees the case. Jordan L. Rappaport, Esq., at Rappaport Osborne and Rappaport, PLLC, is the Debtor's legal counsel. NORDSTORM INC: DBRS Confirms BB Issuer Rating, Trend Stable ----------------------------------------------------------- DBRS Limited confirmed the Issuer Rating of Nordstrom, Inc. (Nordstrom or the Company) at BB with Stable trends. KEY CREDIT RATING CONSIDERATIONS The credit rating confirmation acknowledges Nordstrom's weaker-than-expected operating performance during the last 12 months ended October 28, 2023 (LTM Q3 F2023) but reflects Morningstar DBRS' view that the Company's overall credit risk profile continues to be commensurate with the current BB credit rating category. Despite our expectation that headwinds related to weakened consumer demand, particularly for more discretionary products, will persist in the near term, Morningstar DBRS maintained the trend as Stable. This reflects Morningstar DBRS' expectation that the Company has sufficient headroom within the current credit rating category to absorb further earnings pressure to some extent, while remaining prudent with its capital allocation priorities. On February 28, 2023, Morningstar DBRS confirmed Nordstrom's Issuer Rating at BB but changed the trend from Positive to Stable, based on a weakened earnings outlook for the Company amid a challenging macroeconomic backdrop. Since then, Nordstrom's revenue declined by 7.6% to $14.6 billion during the LTM Q3 F2023 from $15.7 billion during the LTM Q3 F2022. This was primarily driven by volume declines, due to decreased consumer purchasing power, which more than offset an increase in the average price per unit sold. The decline in revenues also incorporates an approximately 250 basis points negative impact from the wind-down of the Company's Canadian operations. EBITDA margins continued to remain below historic levels but improved marginally to 7.4% in the LTM Q3 F2023 compared with 7.2% in the LTM Q3 F2022, as gross margin declines and wage pressure were balanced by supply chain efficiency initiatives. Consequently, EBITDA declined marginally to approximately $1.1 billion for the LTM Q3 F2023 compared with $1.2 billion for the same period last year. In terms of the Company's financial profile, despite earnings pressure, Nordstrom continued to generate a meaningful level of cash flow from operations (before changes in working capital and lease payments), which remained relatively stable at $1.1 billion during LTM Q3 F2023. With higher capital expenditure and increase in dividend payments, free cash flow (FCF, after dividends but before lease payments) declined to $438 million for the LTM Q3 F2023 compared with $514 million for the LTM Q3 F2022. The Company primarily used its FCF for lease payments of $270 million and approximately $100 million in net debt repayments. As such, for the LTM Q3 F2023 debt-to-EBITDA remained relatively flat at 3.3x compared with 3.2x for the prior period. CREDIT RATING DRIVERS A positive credit rating action could occur if Nordstrom's operating performance over the next six to twelve months (including the 2023 holiday season) is stronger than Morningstar DBRS' expectations, such that key credit metrics stabilize at levels that are commensurate with a higher rating category on a normalized and sustained basis (i.e., financial leverage remains below 3.5x). Conversely, although less likely, a negative credit rating action could occur should key credit metrics deteriorate further (i.e., the debt-to-EBITDA ratio rises to above 4x) as a result of weaker-than-expected operating performance and/or more aggressive financial management. EARNINGS OUTLOOK Morningstar DBRS expects Nordstrom's earnings profile to remain appropriate for the current BB credit rating, despite the expectation that consumer discretionary spending will remain subdued at least in the near term. Morningstar DBRS forecasts revenues to decline in the low-single digits in F2024 (period ending in January 2025) compared with F2023, driven by continued volume pressures and pricing pressure in both the Nordstrom full-price and Nordstrom Rack segments. That said, Morningstar DBRS anticipates revenues could grow in the low-single digits in F2025, benefitting from some volume recovery, as well as contribution from new Nordstrom Rack stores. Additionally, Morningstar DBRS expects EBITDA margins to remain pressured and well below pre-pandemic levels of 9% to 10%, because of likely price markdowns and discounts, particularly in the first half of F2024, as well as operating deleverage and ongoing wage pressures. As such, Morningstar DBRS forecasts EBITDA to remain at around $1.0 billion in F2024, relatively lower compared with Morningstar DBRS' expectation of $1.1 billion for the full year F2023, and improve only marginally in F2025. FINANCIAL OUTLOOK In terms of Nordstrom's financial profile, Morningstar DBRS expects earnings pressure to continue to weigh on cash flow from operations (before changes in working capital and lease payments), which Morningstar DBRS forecasts to be in the $900 million to $950 million range in F2024 and F2025. Morningstar DBRS expects the Company's capital expenditures to be in the $525 million to $550 million range annually, continuing to be primarily focused on technology and supply-chain improvements. Cash dividend outlay is also anticipated to modestly grow toward $130 million and $140 million in F2024 and F2025, respectively. As such, Morningstar DBRS believes FCF after dividends (but before changes in working capital and net principal operating lease payments) to decline toward approximately $300 million in F2024 and F2025. Adjusting for net principal operating lease payments, Morningstar DBRS anticipates the Company will have limited FCF available for debt reduction and consequently forecasts debt-to-EBITDA to be above 3.5x in F2024 and F2025 compared with Morningstar DBRS' expectation of approximately 3.4x at the end of F2023. CREDIT RATING RATIONALE Nordstrom's credit rating continues to be supported by its well-established reputation for customer service, size, market position, and leading digital capabilities, as well as its increasingly diverse customer base and retail channels. The rating also considers Nordstrom's exposure to intensifying competition, cyclical consumer trends, and operational execution risks. BUSINESS RISK ASSESSMENT (BRA) AND FINANCIAL RISK ASSESSMENT (FRA) (A) Weighting of BRA Factors In the analysis of Nordstrom, Inc. the relative weighting of the BRA factors was approximately equal. (B) Weighting of FRA Factors In the analysis of Nordstrom, Inc. the relative weighting of the FRA factors was approximately equal. (C) Weighting of the BRA and the FRA In the analysis of Nordstrom, Inc. the BRA and the FRA carry approximately equal weight. Notes: All figures are in U.S. dollars unless otherwise noted. NOVAVAX INC: Incurs $545.1 Million Net Loss in 2023 --------------------------------------------------- Novavax, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $545.06 million on $983.71 million of total revenue for the year ended Dec. 31, 2023, compared to a net loss of $657.94 million on $1.98 billion of total revenue for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $1.80 billion in total assets, $2.51 billion in total liabilities, and a total stockholders' deficit of $716.93 million. "Management believes that, given the history of recurring losses, negative working capital and accumulated deficit, conditions or events exist that raise substantial doubt about the Company's ability to continue as a going concern through one year from the date that these financial statements are issued. Management's plans to alleviate the conditions that exist include restructuring and cost reduction measures and successful execution of its commercial plans," Novavax said. "2023 was a transition year for Novavax and we have made tremendous progress towards strengthening the financial profile of the Company, delivering the only protein-based non-mRNA COVID-19 vaccine option to the U.S. and globally, and focusing our investment on the future expansion of our product portfolio," said John C. Jacobs, president and chief executive officer, Novavax, in a press release. "Moving into the next chapter of our business journey as a more lean and agile organization, we are laser focused on improving our commercial performance in 2024 and 2025 and diversifying our revenue opportunity with our potential combination vaccine launch which we expect in the fall of 2026," the Company said. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001000694/000100069424000007/nvax-20231231.htm 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. NUZEE INC: Receives Noncompliance Notice From Nasdaq ---------------------------------------------------- NuZee, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it received a notice from the Nasdaq Stock Market LLC indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended Dec. 31, 2023 with the SEC. The Notice has no immediate effect on the listing of the Company's stock on Nasdaq, and it states that the Company is required to submit a plan to regain compliance with Rule 5250(c)(1) within 60 calendar days from Feb. 22, 2024. If the plan is accepted by Nasdaq, then Nasdaq can grant the Company up to 180 calendar days from the due date of the Form 10-Q to regain compliance. As reported by the Company in its Form 12b-25 filed with the SEC on Feb. 14, 2024, the Company was unable to file its Form 10-Q within the prescribed time period without unreasonable effort or expense. The Company needs additional time to complete its financial statements, notes, as well as to have the report reviewed by its accountants and attorneys. The Company continues to work diligently to enable the filing of the Form 10-Q with the SEC as soon as reasonably practicable. About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for single serve coffee formats that partners with companies to help them develop within the single serve and private label coffee category. Nuzee reported a net loss of $8.75 million for the year ended Sept. 30, 2023, a net loss of $11.80 million for the year ended Sept. 30, 2022, a net loss of $18.55 million for the year ended Sept. 30, 2021, a net loss of $9.52 million for the year ended Sept. 30, 2020, and a net loss of $12.21 million for the year ended Sept. 30, 2019. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations that raises substantial doubt about its ability to continue as a going concern. OPTIME LLC: Ordered to File Plan & Disclosures by March 28 ---------------------------------------------------------- Judge Mildred Caban Flores has entered an order that the motion filed by Optime LLC requesting an extension of time to file Disclosure Statement and Chapter 11 Small Business Plan granted for cause. Consequently, the Debtor is ordered to file the Disclosure Statement and Plan on or before Mar. 28, 2024. About Optime LLC Optime LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 23-02908) on September 14, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Nilda Gonzalez Cordero, Esq., of Nilda Gonzalez-Cordero Law Offices. OVERLAND GARAGE: Court OKs Cash Collateral Access Thru March 13 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Utah, Central Division, authorized the Overland Garage, LLC to use cash collateral on an interim basis to pay pre-petition wages, rent, and certain other business operating expenses, in accordance with the budget. The Debtor is also permitted to pay: 1. Shopify/WebBank, up to 17% of its daily sales during February 13, 2024 through March 13, 2024. This amount is not reflected on the budget as it is automatically deducted prior to the entry of Gross Income. 2. Any associated withholding taxes, employee withholdings, employment taxes, and any related charges associated with the wages accrued during February 13, 2024 through March 13, 2024. 3. Commercial rent and utilities that have come due during February 13, 2024 through March 13, 2024. 4. All shipping expenses in the regular course of business, from February 13, 2024 through March 13, 2024. 5. All regular, flat-rate, monthly accounting fees in the regular course of business, from February 13, 2024 through March 13, 2024. 6. All insurance expenses necessary for the continued operation of its business, from February 13, 2024 through March 13, 2024. 7. All affiliate commissions, from February 13, 2024 through March 13, 2024. 8. All online tool expenses necessary for continued operations, in the regular course of business, from February 13, 2024 through March 13, 2024. 9. All expenses associated with payment processing in the regular course of business, during February 13, 2024 through March 13, 2024. The Debtor will maintain accurate and detailed records of all expenditures made using cash collateral, and such records shall be made available for inspection upon reasonable request. A final hearing on the matter is set for March 13 at 3 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=RaXSUw from PacerMonitor.com. The Debtor projects $150,895 in total income and $142,901 in total expenses for the period from February 13 to March 13, 2024. About The Overland Garage, LLC The Overland Garage, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 24-20571) on Feb. 13, 2024, listing $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Joel T Marker presides over the case. Roger A. Kraft, Esq. at Roger A. Kraft, Attorney at Law, P.C.represents the Debtor as counsel. PACIFIC DENTAL: S&P Alters Outlook to Stable, Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating and revised the outlook to stable from positive on U.S.-based dental support organization (DSO) Pacific Dental Services LLC (PDS). At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to its proposed first-lien term loan due March 2031. S&P said, "The stable outlook reflects our expectation for revenue growth in the mid- to high-single-digit percent area, driven by organic growth at maturing practices and the addition of new offices. We also expect stable S&P Global Ratings-adjusted EBITDA margins of 13.5%-14.5%, S&P Global Ratings-adjusted leverage of about 5.0x, and S&P Global Ratings-adjusted FOCF to debt of 3.5%-4.0% in 2024. "Our rating action reflects PDS' increase in leverage from the proposed transaction and weaker prospects for cash flow generation." PDS plans to issue a $1.0 billion first-lien term loan due March 2031 to refinance its existing $800 million first-lien term loan, pay a $100 million dividend to the Company's shareholders, fund an additional $100 million future dividend to the balance sheet, and pay related fees and expenses. The company will also put in place a new $350 million revolving credit facility maturing March 2029. "Despite our expectation that PDS will continue to exhibit strong operating performance, we anticipate its leverage will remain elevated and normal distributions and capital expenditures will outweigh operating cash flows in 2024. Specifically, we expect its S&P Global Ratings-adjusted leverage to be about 5.2x following the transaction close, with moderate deleveraging to about 5.0x by year-end 2024. "We expect reported FOCF of negative $25 million-$30 million in 2024 after normal shareholder distributions. We expect its S&P Global Ratings-adjusted FOCF (free cash flow after normal distributions and a lease adjustment) to debt to be below 5%, which we view as high debt leverage. We include normal shareholder distributions in our calculation of FOCF because we view them as mandatory and equivalent to compensation to its dentist/owners. That said, we believe the company could sustain its cash flow in a moderate stress scenario by significantly reducing its high growth capital expenditure (capex). "We believe PDS will achieve mid to high-single-digit percent revenue growth due to solid trends in patient demand, continued improvements in daily production across various disciplines, and added revenue from new office openings. Additionally, we expect PDS' EBITDA margins to remain relatively stable in the mid-teens percent area as it continues to navigate elevated hiring costs and wage inflation with increased operating efficiency from infrastructure investments, better procurement, and an improving mix toward specialty services. "However, with the $200 million increase in debt from the transaction, we anticipate PDS' interest will increase about $16 million. We believe it will take approximately two years for the company to generate positive FOCF (after distributions) while executing on its growth strategy. Over that period, PDS' organic EBITDA growth, funded mostly with operating cash flow, will support deleveraging of approximately a quarter turn annually. "Our ratings continue to reflect PDS' narrow focus, relatively small scale, moderately low margins, and concentrated ownership, partly offset by a strong track record of execution and the alignment of incentives with dentists. "PDS has a narrow business focus in the highly competitive DSO market, which we view as fragmented with moderately low barriers to entry and low customer switching costs. Additionally, our rating reflects its smaller scale and relatively weaker profitability when compared with other, higher-rated entities in the broader health care space. "However, while we view its de novo growth strategy as aggressive, its joint-venture (JV) structure enables a timelier ramp-up of new offices and drives productivity. In our view, its JV structure allows the company to generate consistent growth in the mid- to high-single- digits percent area while also deleveraging, despite the higher burden of distributions. "Our rating also considers the risks associated with a family-controlled business, including the board's lack of independence and the potential for the founder to prioritize personal interests ahead of other stakeholders, including debtholders. While we believe the financial policy and track record (29-year operating history) is supportive of the current rating, the risk of further debt-funded transactions could keep leverage high and impact PDS' ability to generate positive FOCF after distributions. We would need to see a track record of sustaining a more conservative financial policy to consider ratings upside. "The stable outlook reflects our expectation for revenue growth in the mid- to high-single-digit percent area, driven by organic growth at maturing practices and the addition of new offices. We also expect stable S&P Global Ratings-adjusted EBITDA margins of 13.5%-14.5%, S&P Global Ratings-adjusted leverage of about 5.0x, and S&P Global Ratings-adjusted FOCF to debt of 3.5%-4.0% in 2024. "We could consider a downgrade if PDS adopts a much more aggressive expansion strategy, resulting in it sustaining S&P Global Ratings-adjusted FOCF to debt below 3.0%. This is commensurate with the reported free cash flow deficit (after normal distributions) of more than $50 million, reflecting an inability to cover the majority of its growth investments. Under this scenario, we believe its leverage is likely to increase and be sustained materially above 5x. "We could consider an upgrade if PDS continues to exhibit strong growth and generate sufficient cash flow to more than cover growth investments and mandatory distributions associated with its owner-dentist operating model. In this scenario, we would expect the company to sustain S&P Global Ratings-adjusted leverage in the mid-4.0x area and FOCF to debt of 5%-6%. An upgrade would also require our assessment that financial policy considerations will not impede its ability to generate cash flow or materially increase leverage." PANCAKES OF HAWAII: Hires Namhoom Kim as Accountant --------------------------------------------------- Pancakes Of Hawaii, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Hawaii to employ Namhoom Kim as accountant. The firm will provide the Debtor with monthly bookkeeping and payroll services; prepares a sales report for the submission to the franchisor; and prepare the Debtor's annual income return and forms 940/941. The firm will be paid at a flat fee of $1,000 per month. As 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: Namhoom Kim 1441 Kapiolani Blvd. Suite 1200 Honolulu, HI 96814 About Pancakes of Hawaii Pancakes of Hawaii, Inc. was formed in 1989 when it acquired the Kapiolani Pancake House location (1221 Kapiolani Boulevard, Suite 103, Honolulu, Hawaii), which opened in 1979. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Hawaii Case No. 23-00386) on May 24, 2023, with $500,001 to $1 million in both assets and liabilities. Richard Emery has been appointed as Subchapter V trustee. Judge Robert J. Faris oversees the case. Chuck C. Choi, Esq., at Choi & Ito and Keith M. Kiuchi, ALC serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. PANDORA MARKETING: Seeks to Tap Seth Shumaker as Legal Counsel -------------------------------------------------------------- Pandora Marketing, LLC seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to employ Seth Shumaker, Attorney at Law as counsel. The firm will provide these services: a. assist in the production of the Debtor's schedules and statement of financial affairs and other pleadings necessary to file its Chapter 11 case; b. prepare on behalf of the Debtor all necessary applications, complaints, answers, motions, orders, reports and other legal documents to commence a Chapter 11 case; c. assist in the preparation of the plan of reorganization or liquidation; d. advise the Debtor on the local rules and standard practices of the U.S. Bankruptcy Court for the District of Wyoming; e. represent the Debtor in adversary proceedings and contested matters related to the Debtor's bankruptcy case; f. provide legal advice with respect to the Debtor's rights, powers, obligations and duties as a Chapter 11 debtor-in-possession; and g. provide other legal services for the Debtor as necessary and appropriate for the administration of the Debtor's estate. The firm will be paid at these rates: Attorneys $400 per hour Paralegals $150 per hour The firm received a pre-payment retainer of $26,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Seth Shumaker, Esq. 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: Seth Shumaker, Esq. SETH SHUMAKER, ATTORNEY AT LAW Sheridan, WY 82801 Tel: (307) 675-1233 Fax: (307) 675-1235 Email: sheridanwyolaw@gmail.com About Pandora Marketing, LLC Pandora Marketing, LLC is a marketing agency in Aliso Viejo, Calif. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20022) on Jan. 31, 2024, with $7,341,452 in assets and $7,977,506 in liabilities. William Wilson, chairman of the board of directors, signed the petition. Judge Cathleen D. Parker oversees the case. Seth Shumaker, Esq., at Seth Shumaker, Attorney at Law, is the Debtor's bankruptcy counsel. PARAMETRIC SOLUTIONS: Unsecureds Owed $3M Get $1K Monthly For 5 Yrs ------------------------------------------------------------------- Parametric Solutions, Inc., submitted an Amended Disclosure Statement. Parametric Solutions, Inc. has continued to operate its personal and business affairs as the Debtor in Possession pursuant to Section 1108 of the Bankruptcy Code. Significantly, post-petition, the Debtor has been advised by its largest customer that it will be receiving significantly more work. Although this is welcome news, with more work comes the need for additional employees. An additional challenge faced by this Debtor is that this customer's payment terms are 75 days, meaning that payment on a project invoiced in February 1, 2024, would not be due until April 15, 2024, and this situation is what often causes the Debtor to be in cash negative situation. In other words, income received in any given month is for work completed at least 2 ½ months prior, if not longer since an invoice will not be generated the moment a project is completed. Also, the Debtor must float any expense relative to that particular job from its own cash reserves. The Debtor believes this additional work is integral to this bankruptcy reorganization. To this end, the shareholders have committed to a $1, 600,000.00 loan to provide the working capital needed to fund this new work. A separate Motion for Post-Petition Financing has been filed and approved by this Court. The Debtor shall form a new special entity to be the lender and each of the shareholders shall contribute to the loan through the special purpose entity. The projections attached hereto show that this working capital is indeed necessary to fund the new employees and operating deficits until new income is received from this additional work. Below are the unsecured claims with corresponding treatment: Class Six (Convenience Class of Unsecured Creditors): This class consists of general unsecured creditors that have claims of $2,500 or less subject to any Objections that are filed and sustained by the Court. These claims will be paid at 50% of the claim amount on the Effective Date. These claims are impaired. Class Seven (General Unsecured Claims): The general unsecured claims prior to the filing of any objections total the amount of $ 2,798,587.52, which will be paid over the 5 year term of the Plan at the rate of $1,000 per month on a pro-rata basis. The payments will commence on the Effective Date of the Plan. The dividend to this class of creditors is subject to change upon the determination of objections to claims. To the extent that the Debtor is successful or unsuccessful in any or all of the proposed Objections, then the dividend and distribution to each individual creditor will be adjusted accordingly. These claims are impaired. Attorneys for the Debtor: Craig I. Kelley, Esq. KELLEY KAPLAN & ELLER, P.L. 1665 Palm Beach Lakes Blvd. The Forum - Suite 1000 West Palm Beach, FL 33401 Telephone: (561) 491-1200 Facsimile: (561) 684-3773 E-mail: bankruptcy@kelleylawoffice.com A copy of the Disclosure Statement dated Feb. 9, 2024, is available at https://tinyurl.ph/cFwIr from PacerMonitor.com. About Parametric Solutions Parametric Solutions, Inc., provides architectural, engineering, and related services. Parametric Solutions sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16141) on Aug. 3, 2023. In the petition signed by David Cusano, director, the Debtor disclosed $6,147,0861 in assets and $5,597,168 in liabilities. Judge Mindy A. Mora oversees the case. Craig I. Kelley, Esq., at Kelley, Fulton and Kaplan, PL, is the Debtor's legal counsel. PCS & ESTIMATE: Court OKs Cash Collateral Access on Final Basis --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division, authorized PCS & Estimate, LLC to use cash collateral, on a final basis, in accordance with the budget. The Debtor requires the use of cash collateral to meet its payroll, pay its taxes, pay its utilities, purchase necessary supplies and services, replace its inventory, and perform other necessary functions in the regular course of its business, as well as to pay fees and expenses related to this chapter 11 case, including the fees of professionals. The Debtor represents that The Farmers National Bank of Canfield and Nationwide Mutual Insurance Company (may have, or may claim to have, interests in the Debtor's cash collateral by virtue of purported security interests in the Debtor's assets. Farmers and Nationwide are each granted liens and security interests in the Debtor's accounts receivable, general intangibles, and other revenues generated by the operation of the Debtor's business subsequent to the Petition Date, the proceeds thereof, and all collections thereof, to secure any reduction in the value of cash collateral subject to any such established valid and subsisting interests of Farmers and Nationwide, as applicable, at the Petition Date, in the same validity, extent, and priority in such assets comprising the cash collateral as such interests may have existed on the Petition Date. The Debtor is also directed to make adequate protection to Farmers in the amount of $6,000 per month consistent with the budget. All liens and security interests granted to Farmers and Nationwide are subject and subordinate to (i) allowed fees and expenses of professionals of the Debtor, and (ii) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=Sz2k0w from PacerMonitor.com. The Debtor projects total operating expenses, on a weekly basis, as follows: $826 for the week ending March 10, 2024; $4,776 for the week ending March 17, 2024; and $2,126 for the week ending March 24, 2024. About PCS & Estimate, LLC PCS & Estimate, LLC is a provider of pre-construction cost management and construction consulting services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-10264-skk) on January 26, 2024. In the petition signed by Brandon Lawlor, president and member, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Suzana Krstevski Koch oversees the case. Richard K. Stovall, Esq., at Allen Stovall Neuman & Ashton LLP, represents the Debtor as legal counsel. PEAR THERAPEUTICS: Seeks to Extend Plan Exclusivity to May 6 ------------------------------------------------------------ Pear Therapeutics, Inc. and Pear Therapeutics (US), Inc. asked the U.S. Bankruptcy Court for the District of Delaware to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to May 6 and July 1, 2024, respectively. The Debtors commenced these Chapter 11 Cases to effectuate a sale of substantially all of the Debtors' assets and an orderly wind down of the Debtors' operations. The Debtors, the Committee, and Perceptive engaged in negotiations attempting to resolve the issues raised in the Committee Objection. On January 25, 2024, the Debtors submitted to the Court an agreed order seeking approval of the consensual resolution of the issues raised in the Committee Objection. Subject to Court-approval, the Committee Objection will be settled, however, the time necessary to resolve the issues has caused delay in the plan process as the resolution has an impact on the terms of, and confirmability of, a chapter 11 plan. The Debtors claim that now that they have completed the liquidation of the majority of their assets and the proposed resolution of the Adversary Proceeding is before the Court, the Debtors have turned their focus to finalizing and submitting a plan of liquidation, incorporating the terms of the settlement and bringing these Chapter 11 Cases to a close. However, resolution of the Committee Objection remains a necessary step to proposing a chapter 11 plan. The Debtors assert that the requested extension of the Exclusive Periods is reasonable given the Debtors' progress to date and the current posture of the Chapter 11 Cases. Accomplishing the foregoing tasks has been a resource-intensive process for the Debtors and their professionals during the months that the Chapter 11 Cases have been pending. Despite the progress that the Debtors have made, the Debtors require additional time to incorporate the resolution of the Adversary Proceeding into their proposed chapter 11 plan before filing. Attorneys for the Debtors: Chantelle D. McClamb, Esq. GIBBONS P.C. 300 Delaware Avenue, Suite 1015 Wilmington, Delaware 19801 Telephone: (302) 518-6300 Email: cmcclamb@gibbonslaw.com -and- Robert K. Malone, Esq. Kyle P. McEvilly, Esq. GIBBONS P.C. One Gateway Center Newark, New Jersey 07102 Telephone: (973) 596-4500 Email: rmalone@gibbonslaw.com kmcevilly@gibbonslaw.com -and- Alison D. Bauer, Esq. Jiun-Wen Bob Teoh, Esq. FOLEY HOAG LLP 1301 Avenue of the Americas, 25th Floor New York, New York 10019 Telephone: (212) 812-0400 Email: abauer@foleyhoag.com jteoh@foleyhoag.com -and- Euripides Dalmanieras, Esq. Christian Garcia, Esq. Jasmine N. Brown, Esq. FOLEY HOAG LLP 155 Seaport Boulevard Boston, Massachusetts 02210 Telephone: (617) 832-1000 Email: edalmani@foleyhoag.com cgarcia@foleyhoag.com jnbrown@foleyhoag.com About Pear Therapeutics, Inc. Pear Therapeutics, Inc., is a commercial-stage healthcare company pioneering a new class of software-based medicines, sometimes referred to as Prescription Digital Therapeutics, which uses software to treat diseases directly. Pear Therapeutics, Inc. and Pear Therapeutics (US), Inc., filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10429) on April 7, 2023. Christopher Guiffre, chief financial officer and chief operating officer, signed the petitions. In the petitions, the Debtors reported $10 million to $50 million in both assets and liabilities. Judge Thomas M. Horan oversees the cases. The Debtors tapped Foley Hoag, LLP as general bankruptcy counsel; Gibbons, P.C. as Delaware counsel; Wilmer Cutler Pickering Hale and Dorr, LLP as special counsel; and Sonoran Capital Advisors, LLC and MTS Health Partners, L.P. as financial advisors. Stretto, Inc., is the administrative advisor and claims and noticing agent. PHUNWARE INC: Implements 1-for-50 Reverse Stock Split ----------------------------------------------------- Phunware, Inc. announced that on Feb. 26, 2024, the Company implemented a 1-for-50 reverse stock split of its issued and outstanding common stock, par value $0.0001 per share. The reverse stock split was effective as of 5 PM Eastern Time on Feb. 26, 2024, and the Company's common stock traded on a post-split adjusted basis as of the commencement of trading on Feb. 27, 2024, under the existing trading symbol "PHUN." The CUSIP number for the Company's common stock following the reverse stock split will be 71948P 209. The Company's Board of Directors approved implementation of the reverse stock split upon the authorization granted by the Company's stockholders at the annual meeting held on Dec. 20, 2023, whereby the Company's stockholders approved a proposal to grant the Company's Board the discretion to affect a reverse stock split at a ratio of not less than one-for-ten and not more than one-for-fifty, with such ratio to be determined by the Board. The reverse stock split is intended to increase the market price per share of the Company's common stock to regain compliance with the minimum bid continued listing requirement of The Nasdaq Capital Market. All outstanding securities entitling their holders to purchase shares of common stock or acquire shares of common stock of the Company, including stock options and warrants, will be adjusted as a result of the reverse stock split, as required by the terms of those securities. As a result of the reverse stock split, every 50 shares of common stock issued and outstanding as of the effective date will be automatically combined into one share of common stock. No fractional shares will be issued as a result of the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share will automatically be entitled to the rounding up of the fractional share to the nearest whole share. The reverse stock split will not change the par value of the common stock or modify the rights or preferences of the common stock. Immediately after the reverse stock split becomes effective, the Company will have approximately 8 million shares of common stock issued and outstanding. The reverse split affects all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the reverse split would result in some stockholders owning a fractional share as described above. The Company's transfer agent, Continental Stock Transfer & Trust Company, is acting as the exchange agent and transfer agent for the reverse stock split. Stockholders holding their shares in book-entry form or in brokerage accounts need not take any action in connection with the reverse stock split. Beneficial holders are encouraged to contact their bank, broker or custodian with any procedural questions. About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- offers a fully integrated software platform that equips companies with the products, solutions, and services necessary to engage, manage, and monetize their mobile application portfolios globally at scale. Phunware reported a net loss of $50.89 million for the year ended Dec. 31, 2022, compared to a net loss of $53.52 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $27.81 million in total assets, $21.26 million in total liabilities, and $6.55 million in total stockholders' equity. Houston, Texas-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Phunware has a history of net losses since its inception. For the nine months ended September 30, 2023, the Company incurred a net loss of [$29,772,000] used [$15,869,000] in cash for operations and has a working capital deficiency of [$12,721,000]. The foregoing conditions raise substantial doubt about the Company's ability to meet its financial obligations as they become due, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. PLATINUM COACH: Seeks 2nd Extension to File Plan ------------------------------------------------ Platinum Coach Limousine Inc. requests an extension of the time period to file a Plan of Reorganization and Disclosure statement for additional 90 days through and including June 5, 2024, pursuant to section 1121(e) of the Bankruptcy Code, without prejudice to the Debtor's right to seek an additional extension of such Period. Platinum Coach Limousine Inc. is a small business Debtor as defined by 11 U.S.C. Sec. 101(51C). The Debtor is a transportation corporation, which suffered severely during the Covid-19 pandemic. Debts on several loans and credit lines accumulated, while the Debtor was unable to operate at full capacity. In order to reorganize its debts and allow for feasible debt repayment terms, the Debtor sought Chapter 11 bankruptcy protection. This is the Debtor's second request for an extension of the time period to file a plan of reorganization and disclosure statement. The second requested extension of the time period to file a plan is necessary due to the fact, that the time to file a plan is set to expire on March 7, 2024, and the Debtor needs an additional time to negotiate the resolution of the claim filed by U.S, Small Business Administration, to draft the settlement agreement, thereafter to obtain Court approval of the mutually reached terms and to file a plan of reorganization, incorporating settlement terms reached by the parties and offering treatment to remaining Creditors of the estate. As of today, the Debtor and the U.S. Small Business Administration are currently negotiating the terms of the stipulation and order for use of cash collateral. Further, the Debtor filed a motion to reclassify the claim of the U.S. Small Business Administration. Thus, the Debtor needs an additional time to proceed with the reference motion. Furthermore, the second extension of the time period to file a plan will allow the Debtor to file a Chapter 11 plan without violating the Bankruptcy Code and to provide treatment\ to its Creditors. Counsel for Debtor: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 About Platinum Coach Limousine Platinum Coach Limousine Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41666) on May 12, 2023, listing under $1 million in both assets and liabilities. Gregory Novak, president, signed the petition. Judge Elizabeth S. Stong oversees the case. The Debtor tapped the Law Offices of Alla Kachan, PC as legal counsel and Wisdom Professional Services Inc. as accountant. POLAR US BORROWER: $1.48BB Bank Debt Trades at 26% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Polar US Borrower LLC is a borrower were trading in the secondary market around 74.1 cents-on-the-dollar during the week ended Friday, March 1, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 72.6 cents-on-the-dollar the previous week ended Feb. 23. The $1.48 billion facility is a Term loan that is scheduled to mature on October 15, 2025. About $1.36 billion of the loan is withdrawn and outstanding. Polar US Borrower, LLC is the pass-through entity of ultimate parent, SK Blue Holdings, LP, an affiliate of private investment firm, SK Capital Partners. SI Group manufactures performance additives for use in polymer, rubber, lubricants, fuels, adhesives applications, surfactants in addition to some specialty chemicals. POST ROAD 2024-1: Fitch Assigns 'BBsf' Rating on Class E Notes -------------------------------------------------------------- Fitch Ratings has assigned ratings and Rating Outlooks to the notes issued by Post Road Equipment Finance 2024-1, LLC. Entity/Debt Rating Prior ----------- ------ ----- Post Road Equipment Finance 2024-1 A1 737473AA6 ST F1+sf New Rating F1+(EXP)sf A2 737473AB4 LT AAAsf New Rating AAA(EXP)sf B 737473AC2 LT AAsf New Rating AA(EXP)sf C 737473AD0 LT Asf New Rating A(EXP)sf D 737473AE8 LT BBBsf New Rating BBB(EXP)sf E 737473AF5 LT BBsf New Rating BB(EXP)sf KEY RATING DRIVERS Collateral — Strong Historical Asset Performance: Post Road's originations have seen minimal defaults and losses since inception. There have been 16 instances of default since 2017, with a recovery rate of approximately 100% in 12 of the 13 resolved cases. Bankruptcies appear to be the prevalent driver of defaults, with 13 instances where Post Road contracts were accepted and paid in all cases. In two non-bankruptcy related defaults, Post Road received sufficient sales proceeds to satisfy outstanding contract terms. Fitch did not consider 16 default observations, with average recovery of 97%, a sufficient dataset from which to derive recovery rate assumptions. Therefore, Fitch looks to net orderly liquidation values (NOLVs) provided by Post Road to derive recovery rate assumptions for each equipment type. Minimal Lease-End Residual Value Risk: The residual value of the leased equipment represents 3.81% of the pool, the lowest amount observed for Post Road transactions. Historically, residual values for Post Road transactions have ranged from 7.67% to 3.81%, with an average of 6.03%. Concentration Risk, Portfolio Credit Model Approach to Derive Loss Hurdle: Post Road 2024-1 is concentrated, with underlying collateral consisting of 120 contracts to 60 obligors. The lack of loss experience and large obligor concentration means that Fitch's credit loss hurdles will be determined using the agency's Portfolio Credit Model (PCM), consistent with Fitch's "U.S. Equipment Lease and Loan ABS Rating Criteria." Structural Analysis - Adequate Credit Enhancement: Total initial hard credit enhancement for the class A, B, C, D and E notes is 32.50%, 29.10%, 21.70%, 15.75%, and 10.10%, respectively. This is sufficient to support Fitch's total stressed loss expectation of 33.79%, 29.00%, 23.12%, 17.72% and 12.69% at the 'AAAsf', 'AAsf', 'Asf', 'BBBsf' and 'BBsf' rating categories, respectively. Adequate Servicer: Post Road has demonstrated adequate capabilities as originator, underwriter and servicer, as evidenced by its managed portfolio and delinquency and loss performance. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Unanticipated increases in the frequency of defaults or decreases in recovery rates could produce loss levels higher than the base case and could result in potential rating actions on the notes. Fitch evaluated the sensitivity to account for the potential increase in default rates by assuming the ratings of each obligor were downgraded by one-notch from the assumed ratings in Fitch's base case scenario. This stress would also have an impact of up to one category on the ratings of the transaction. Additionally, recoveries were stressed by applying haircuts of 25% and 50% to base recovery rates on each contract. These stressed recovery rate scenarios had an impact of up to three categories on the ratings of the transaction. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Conversely, stable to improved asset performance driven by stable delinquencies and defaults would lead to rising CE levels and consideration for potential upgrades. If total loss expectation is 20% less than projected, the expected subordinate note ratings could be upgraded by up to one category. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as prepared by RSM US LLP. The third-party due diligence described in Form 15E focused on comparing or recalculating certain information with respect to 50 contracts. Fitch considered this information in its analysis and it did not have an effect on Fitch's analysis or conclusions. 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. PROS HOLDINGS: Alger Associates Reports 6.1% Equity Stake --------------------------------------------------------- Alger Associates, Inc. disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, it beneficially owned 2,812,015 shares of PROS Holdings, Inc.'s common stock, representing 6.1% of the shares outstanding. A full-text copy of the Report is available at https://tinyurl.com/5yn4fkfa About PROS Holdings Headquartered in Houston, Texas, PROS Holdings, Inc. (NYSE: PRO), is a provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions. As of Sept. 30, 2023, the Company had $431.85 million in total assets, $486.73 million in total liabilities, and a total stockholders' deficit of $54.88 million. Egan-Jones Ratings Company on October 9, 2023, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by PROS Holdings, Inc. PROS HOLDINGS: Robert Moses, RGM Capital Report 6.06% Equity Stake ------------------------------------------------------------------ Robert G. Moses and RGM Capital, LLC disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially owned 2,782,097 shares of PROS Holdings' common stock, representing 6.06% of the shares outstanding. A full-text copy of the Report is available at https://tinyurl.com/3hhd5bw9 About PROS Holdings Headquartered in Houston, Texas, PROS Holdings, Inc. (NYSE: PRO), is a provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions. As of Sept. 30, 2023, the Company had $431.85 million in total assets, $486.73 million in total liabilities, and a total stockholders' deficit of $54.88 million. Egan-Jones Ratings Company on October 9, 2023, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by PROS Holdings, Inc. PROVIZOR FEDERAL: Seeks $5MM DIP Loan from Kore Capital ------------------------------------------------------- Provizor Federal, Inc. asks the U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, for authority to use cash collateral and obtain postpetition financing. The Debtor seeks to obtain postpetition financing from Kore Capital Corporation on a secured superpriority basis, consisting of a revolving loan facility in an aggregate principal amount of up to $5 million, consisting of: a. an Interim Loan Advance in the principal amounts set forth in the Approved Budget; b. a roll-up of the Prepetition Liabilities outstanding under the Credit Agreement; and c. additional Advances in accordance with the Senior Secured Superpriority Priming Debtor-in Possession Revolving Credit and Security Agreement under the Credit Facility. The DIP facility is due and payable in full on or before December 14, 2024. Prior to the Petition Date, Kore Capital made loan advances and provided other financial accommodations to the Debtor pursuant to the terms and conditions set forth in: (a) the Revolving Credit and Security Agreement, dated as of October 7, 2021 by and between Provizor Federal, Inc. f/k/a OMV Medical, Inc. and Prepetition Lender and (b) all other agreements, documents and instruments executed and/or delivered with, to, or in favor of the Prepetition Lender in connection with the Prepetition Loan Agreement. As of the Petition Date, the Debtor was indebted under the Prepetition Loan Documents to the Prepetition Lender in an aggregate outstanding amount of $2.3 million plus interest accrued, accruing or chargeable with respect thereto. The Debtor has an immediate and critical need to obtain financing pursuant to the DIP Facility and to continue using the Prepetition Collateral to, among other things, (a) pay the fees, costs, and expenses incurred in connection with the Chapter 11 Case, (b) fund any obligations benefitting from the Carve Out, (c) permit the orderly continuation of the operation of its business, (d) maintain business relationships with customers, vendors, and suppliers, (e) make payroll, and (f) satisfy other working capital and operational needs. The DIP Facility will be secured by a first priority perfected security position on substantially all of the real and personal property (including all unencumbered property) of the Debtor. In addition, the DIP Facility will be secured by a superpriority administrative claim under 11 U.S.C. section 364(c)(1) having priority over all other administrative claims. A copy of the motion is available at https://urlcurt.com/u?l=wx9jsG from PacerMonitor.com. About Provizor Federal, Inc. Provizor Federal, Inc. provides medical staffing and management services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-11528) on February 26, 2024. In the petition signed by Marilon Green-Hickson, president and CEO, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge David E. Rice oversees the case. The Debtor tapped ICE MILLER LLP as bankruptcy counsel, SHEPPARD, MULLIN, RICHTER & HAMPTON LLP as special legal counsel, and SC&H GROUP as financial advisor. QUEST IDENTITY: Moody's Cuts CFR to Caa1 & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service downgraded Quest Identity Intermediate Limited's ("Quest") Corporate Family Rating to Caa1 from B3 and Probability of Default Rating to Caa1-PD from B3-PD. Concurrently, Moody's downgraded Quest's subsidiary OID-OL Holdings, Inc's. backed senior secured first lien bank credit facilities to B3 from B2, and the rating for its backed senior secured second lien term loan to Caa3 from Caa2. The outlook was changed to stable from negative for both issuers. RATINGS RATIONALE The downgrade reflects Quest's very high financial leverage of mid 9x as of the LTM period ended October 2023, weaker than expected operating performance, and Moody's expectation of negative free cash flow generation over the next 12 months. Quest's interest expense continues to be a major drag on its cash flow from operations in the high interest rate environment and Moody's expects Quest to continue to rely on its revolving credit facility to fund cash flow deficits at least over the next 12 months. As of fiscal 3rd quarter ended October 2023, $220 million was outstanding under Quest's $400 million revolving credit facility. The Caa1 CFR reflects Quest's very high financial leverage and eroding liquidity position, offset to some degree by the company's diverse customer base, end markets, and well-regarded core product offerings. Quest's high debt burden following the Clearlake buyout in February 2022 have contributed to its very high debt/EBITDA leverage of mid 9x (Moody's adjusted) as of the LTM period ended October 2023. While Moody's projects modest low single digit top line growth over the next 12 to 18 months and improving profitability driven by cost saving measures, leverage is expected to remain flat with the likelihood of further borrowings on the revolving credit facility. Governance is a key driver of the rating action. Moody's has changed Quest's governance issuer profile score to G-5 from G-4, reflecting the company's historically elevated financial risk tolerance and weaker-than-expected operating performance, and the Credit Impact Score from ESG considerations to CIS-5 from CIS-4. Quest has experienced LTM October 2023 revenue declines in the low single digit percentage range predominantly led by declines in perpetual license and maintenance revenue. Approximately 60% of the company's revenue came from maintenance and perpetual license which will continue to decline as users are converted to a recurring term license / SaaS subscription model from a perpetual license focused model. While Quest's Term license and SaaS revenue grew in the low teens percentage range in the LTM period, total revenues declined. Quest will need to demonstrate its ability to grow revenues during the business model transition. Quest benefits from the good niche positions of its Quest Software and One Identity product offerings which support strong EBITDA margins. Operating performance will be supported by Quest's identity-centric cybersecurity offering and cloud office migration tools as organizations continue to invest in cybersecurity and digital transformations. The company's diversified customer base across different end markets will provide revenue stability over the next 12 months. Quest's liquidity profile is weak reflecting its cash balances in excess of $60 million as of October 2023, the approximately $180 million of availability under its $400 million revolving credit facility, and Moody's expectations for a higher utilization of the revolving line of credit. Moody's expects Quests to maintain ample operation cushion under the financial maintenance covenant in its revolving credit facility that requires Quest to maintain net first lien leverage ratio of less than 9.63x if revolver utilization exceeds 35%. The stable outlook reflects Moody's expectation that Quest's revenues will grow in the low single digit percentage range over the next 12 months and adjusted EBITDA margins will improve driven by cost saving and restructuring initiatives. While Moody's expects growing reliance on the revolving credit facility, Quest does not have any meaningful near-term debt maturities which will provide the company the financial flexibility to execute its plans to turnaround revenues and profitability. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade Quest's ratings if the company demonstrates a sustained growth in revenues and cash flow from operations and its liquidity profile improves. Moody's could upgrade Quest's ratings if Moody's expects Quest to sustain total debt/EBITDA leverage (Moody's adjusted) below 7.5x and FCF/debt of more than 2%. The ratings could be downgraded if Quest experiences a prolonged period of negative free cash flow, liquidity deteriorates, total debt/EBITDA (Moody's adjusted) is sustained above 9.5x, or Quest is unable to achieve organic revenue growth. Quest Identity Intermediate Limited is a holding company of two distinct operating companies: Quest Software and One Identity. Quest Software is a provider of integrated infrastructure software solutions for managing systems, data, and applications. One Identity provides identity security solutions including identity governance, privileged access management and access management solutions. The principal methodology used in these ratings was Software published in June 2022. QURATE RETAIL: FPR Partners, 2 Others Report 7.9% Equity Stake -------------------------------------------------------------- FPR Partners, LLC, Andrew Raab, and Bob Peck disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, they beneficially owned 29,930,839 shares of Qurate Retail Inc.'s common stock, representing 7.9% of the shares outstanding as of October 31, 2023, as reported by Qurate Retail in its Form 10-Q for the quarterly period ending September 30, 2023. A full-text copy of the Report is available at https://tinyurl.com/255fwz8s About Qurate Retail Headquartered in Englewood, Colorado, Qurate Retail, Inc. owns controlling and non-controlling interests in a broad range of video and online commerce companies. The Company's largest businesses and reportable segments are QxH (QVC U.S. and HSN) and QVC International. QVC, Inc., which includes QxH and QVC International, markets and sells a wide variety of consumer products in the United States and several foreign countries via highly engaging video-rich, interactive shopping experiences. Cornerstone Brands, Inc. consists of a portfolio of aspirational home and apparel brands, and is a reportable segment. The Company's "Corporate and other" category includes its consolidated subsidiary Zulily, LLC, along with various cost and equity method investments. Qurate reported a net loss of $2.53 billion for the year ended Dec. 31, 2022. Qurate Retail received on Sept. 14, 2023, written notice from The Nasdaq Stock Market notifying the Company that, because the closing bid price for the Company's Series A common stock, par value $0.01 per share ("QRTEA"), has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing of QRTEA on the Nasdaq Global Select Market. * * * As reported by the TCR on March 21, 2023, S&P Global Ratings lowered its issuer credit rating on U.S.-based video commerce and online retailer Qurate Retail Inc. to 'CCC+' from 'B-'. S&P said, "We view the company's capital structure as potentially unsustainable in a rising interest rate environment. We expect Qurate's adjusted leverage to remain high, above the 6x area in 2023." R.G.P. INC: Hires DWH LLC as Financial Consultant ------------------------------------------------- R.G.P., Inc. d/b/a Quality Team 1, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ DWH, LLC as financial consultant. The firm will provide these services: a. advise the Debtor with respect to its financial responsibilities and duties as Debtor in possession in the continued management and operation of the business; b. advise and consult with the Debtor's secured lender; c. prepare budgets, including a 13-week cash flow, in support of the Debtor's use of cash collateral and reports required by the United States Trustee's guidelines; and d. perform all necessary financial consulting services and provide all other necessary financial advice to the Debtor in connection with this Chapter 11, Subchapter V case, The firm will be paid at the rate of $400 per hour. The firm will be paid a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Heather Gardner, a partner at DWH, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Heather Gardner DWH, LLC 180 Monroe Avenue NW, Suite 2R Grand Rapids, MI 49503 Tel: (616) 233-0020 About R.G.P., Inc. d/b/a Quality Team 1 RGP, Inc., doing business as Quality Team 1, is an ISO 9001:2008-registered company specializing in contract inspection, customer representation and launch support with a primary focus on the automotive industry. The company is based in Detroit, Mich. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-50578) on Dec. 1, 2023, with $2,092,222 in assets and $5,116,368 in liabilities. Bradley Williams, president, signed the petition. Judge Maria L. Oxholm oversees the case. Lynn M. Brimer, Esq., at Strobl, PLLC represents the Debtor as legal counsel. RADIATE HOLDCO: $3.42BB Bank Debt Trades at 18% Discount -------------------------------------------------------- Participations in a syndicated loan under which Radiate Holdco LLC is a borrower were trading in the secondary market around 82.2 cents-on-the-dollar during the week ended Friday, March 1, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 80.6 cents-on-the-dollar the previous week ended Feb. 23. The $3.42 billion facility is a Term loan that is scheduled to mature on September 25, 2026. About $3.34 billion of the loan is withdrawn and outstanding. Radiate Holdco LLC, also known as Astound Broadband, and backed by Stonepeak, is a broadband communications services provider and cable operator doing business via regional providers RCN, Grande Communications, Wave Broadband and enTouch Systems. RAPID READYMIX: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Rapid Readymix Co. 900 E Steuben St. Bingen, WA 98605 Business Description: The Debtor is a ready mix concrete supplier in Bingen, Washington. Chapter 11 Petition Date: March 1, 2024 Court: United States Bankruptcy Court Eastern District of Washington Case No.: 24-00310 Judge: Hon. Whitman L. Holt Debtor's Counsel: Douglas R. Ricks, Esq. SUSSMAN SHANK LLP 1000 SW Broadway Suite 1400 Portland, OR 97205 Tel: 503-227-1111 Email: dricks@sussmanshank.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Izak V. Riley as president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WUWIYOA/Rapid_Readymix_Co__waebke-24-00310__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. 1st Security Bank Line of Credit $440,037 Attn: Maira Padilla 390 NE Tahomosh St White Salmon, WA 98672 Jody McCormick, Esq. Phone: 509-624-5265 Email: jmccormick@howleytroxell.com 2. Arcosa Aggregats Supplier $565,851 POB 736152 Dallas, TX 75373 Todd T. Williams, Esq. Phone: 206-625-8600 Email: twilliams@corrcronin.com 3. Ascentium Capital $25,882 Attn: Jerry Noon, Vice Pres. 23970 Hwy 59 N. Kingwood, TX 77339 Jerry Noon Phone: 281-348-2013 Email: jerrynoon@ascentiumcapital.com 4. Ash Grove Supplier $214,984 POB 35143 #41059 Seattle, WA 98124 Jim Gray Phone: 913-319-6145 Email: jimgray@ashgrove.com 5. Carl Goleman Short Term Loan $106,202 POB 425 Bingen, WA 98605 Carl Goleman Phone: 503-789-3447 Email: goleman.carl@gmail.com 6. Fundtech Paypal Loan $90,937 PayPal Business Loan 3505 Silverside Rd, Ste 200 Wilmington, DE 19810 Customer Svc Phone: 866-406-2852 7. GCP Applied Supplier $109,858 Technologies(Grace) POB 96160 Chicago, IL 60693 Mark E. Golman, Esq Phone: 469-485-7333 Email: megolman@phillipsmurrah.com 8. Jaylin Dale Trucking LLC Contract Labor $25,231 POB 107 Glenwood, WA 98619 Jaylin Throop Phone: 541-806-4192 Email: Jaylin.JDTruckingLLC@outlook.com 9. Jubitz Fleet Services Supplier $167,009 POB 11251 Portland, OR 97211 Derek Malsam Phone: 503-345-0312 Email: derek.malsam@jubitz.com 10. Mitsubishi/ENGS $82,751 Attn: Jim Zalewski 1 Pierce Place, Ste 1100 West Itasca, IL 60143 Candi Butler Phone: 331-244-8381 Email: cbutler@mhccna.com 11. Mitsubishi/ENGS $82,751 Attn: Jim Zalewski 1 Pierce Place, Ste 1100 West Itasca, IL 60143 Candi Butler Phone: 331-244-8381 Email: cbutler@mhccna.com 12. Powerscreen of Equipment Rental $88,368 Washington 7915 S 261st St Kent, WA 98032 Dan Bianchini Fax: 360-793-7678 Tel: 253-236-4153 13. Salt River Material Supplier $175,934 Group (SRMG) 8800 E Chaparral Rd, Ste 155 Scottsdale, AZ 85250 Kathy McCabe Phone: 480-850-5757 Email: kmccabe@srmaterials.com 14. Sapient Law Legal $114,544 425 NW 10th Ave, Ste 200 Portland, OR 972 Joe Mabe, Esq. Phone: 971-266-8026 Email: joe@sapientlaw.com 15. Strawberry Mt Employee $33,567 1308 N Main Ave Housing White Salmon, WA 98672 Becky Hamilton Phone: 509-493-2880 Email: strawberrymt@msn.com 16. The Euclid Chemical Supplier $87,816 Company POB 932674 Cleveland, OH 44193 David Clarke @ IRG Email: david@irgus.com Phone: 435-218-6165 ext703 17. Trans Lease, Inc. $45,969 c/o Harry L. Simon, Esq. 10200 E. Girard Ave Bldg B #120 Denver, CO 80231 Andy Bruns Phone: 937-307-8548 Email: abruns@transleaseinc.com 18. Trans Lite, Inc. Contract Labor $27,240 13489 SE Hwy 212 Clackamas, OR 97015 Cody Davis Phone: 503-849-0080 Email: cody@davistranslite.com 19. Ubiquity 401K Employee Benefit $76,542 44 Montgomery St San Fransico, CA 94104 Customer Services Tel: 855-401-4357 20. United Rentals Equipment Rental $25,519 3820 E Winslow Ave Phoenix, AZ 85040 Jennifer McKenna Phone: 602-267-3898 Email: jmckenna@ur.com RAPID7 INC: Point72 Asset Management, 3 Others Report Stakes ------------------------------------------------------------ Point72 Asset Management, LP and its affiliates disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that, as of December 31, 2023, they beneficially owned shares of Rapid7's common stock. The beneficial ownership of each entity is as follows: Reporting Person Shares Owned Percent of Class Point72 Asset 1,834,200 3.0% Management, LP Point72 Capital 1,834,200 3.0% Advisors, Inc. Cubist Systematic 43,411 0.1% Strategies, LLC Steven A. Cohen 1,877,611 3.1% A full-text copy of the Report is available at https://tinyurl.com/5dz79jrm About Rapid7 Rapid7, Inc. (Nasdaq: RPD) is on a mission to create a safer digital world by making cybersecurity simpler and more accessible. The Company empowers security professionals to manage a modern attack surface through its best-in-class technology, leading-edge research, and broad, strategic expertise. Rapid7 reported a net loss of $124.72 million in 2022, a net loss of $146.33 million in 2021, a net loss of $98.85 million in 2020, a net loss of $53.84 million in 2019, and a net loss of $55.54 million in 2018. Rapid7 incurred a net loss of $169.31 million net loss in the nine months ended Sept. 30, 2023. As of Sept. 30, 2023, the Company had $1.40 billion in total assets, $1.56 billion in total liabilities, and a total stockholders' deficit of $161.64 million. Egan-Jones Ratings Company on October 10, 2023, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Rapid7, Inc. RAYONIER ADVANCED: Condire, 3 Others Report 9.73 Equity Stakes -------------------------------------------------------------- Condire Management, LP, Condire Management GP Holdings, LLC, Ryan E. Schedler, and Bradley J. Shisler LP disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that, as of December 31, 2023, they beneficially owned 6,356,130 shares of Rayonier Advanced Materials Inc.'s common stock, representing 9.73% of the shares outstanding. This percentage is based on 65,343,418 shares outstanding as of November 6, 2023, according to the Company's Form 10-Q, filed on November 8, 2023. The shares beneficially owned by each reporting person includes: (i) 6,024,721 Shares held for the account of Condire Resource; and (ii) 331,409 Shares held for the account of Condire Alpha. A full-text copy of the Report is available at https://tinyurl.com/3c96ssrh About RYAM Rayonier Advanced Materials Inc. (RYAM) -- www.RYAM.com -- is a global leader of cellulose-based technologies, including high purity cellulose specialties, a natural polymer commonly used in the production of filters, food, pharmaceuticals, and other industrial applications. The Company also manufactures products for paper and packaging markets. The Company has manufacturing operations in the U.S., Canada, and France. * * * As reported by the TCR on Nov. 24, 2023, Moody's Investors Service has downgraded Rayonier Advanced Materials Inc.'s (RYAM) corporate family rating to Caa1 from B2 and changed the outlook to negative from stable. The downgrade of the CFR reflects Moody's view that RYAM's liquidity will be weak over the next 12 months and that there is a potential for a financial covenant breach. READYMAX INC: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized ReadyMax, Inc. to use the cash collateral of the U.S. Small Business Administration, on a final basis. As previously reported by the Troubled Company reporter, pre-petition, the Debtor obtained a loan from SBA, which is purportedly secured by essentially all of the Debtor's assets. At the time the case was filed, the Debtor's personal property was valued at $498,313, which includes cash and cash equivalents of $44,000, finished goods inventory of $316,257, molds and tooling of $100,0000, intellectual property valued at $13,193, receivables valued at $4,408 and other miscellaneous assets. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=WX7wXcfrom PacerMonitor.com. The Debtor projects total disbursements, on a weekly basis, as follows: $6,195 for the week beginning March 1, 2024; $2,150 for the week beginning March 8, 2024; and $26,895 for the week beginning March 15, 2024. About ReadyMax Inc. ReadyMax, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 23-50969) on Dec. 22, 2023, with $498,913 in assets and $3,462,957 in liabilities. James E. Duffy, president, signed the petition. Judge Hilary L. Barnes oversees the case. Kevin A. Darby, Esq., at Darby Law Practice, Ltd., represents the Debtor as bankruptcy counsel. REEVA DINING: Seeks Approval to Hire vbCPA PLLC as Accountant ------------------------------------------------------------- Reeva Dining Club, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to employ Vimal Bava, CPA, of vbCPA, PLLC as its accountant. The Debtor requires the services of an accountant for the purposes preparing it tax returns and monthly operating reports. vbCPA will charge an hourly rate of $150 per hour. vbCPA is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Vimal Bava, CPA vbCPA, PLLC 5206 Hwy 5 N, #100 Bryant, AR 72022 Tel: (501) 503-1272 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. ROBERT WYATT: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Robert Wyatt Contracting, LLC 3575 Lone Star Circle, Suite 201 Fort Worth, TX 76177 Business Description: The Debtor is an excavating contractor in Fort Worth, Texas. Chapter 11 Petition Date: March 1, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-40747 Debtor's Counsel: H. Joseph Acosta, Esq. DORSEY & WHITNEY LLP 200 Crescent Court Suite 1600 Dallas, TX 75201 Tel: (214) 981-9970 Email: acosta.joseph@dorsey.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Robert Pfeil as president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AIUQS4A/Robert_Wyatt_Contracting_LLC__txnbke-24-40747__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Blue Cross Blue Shield Premiums $9,606 1001 E. Lookout Drive Richardson, TX 75082 Tel: 888-706-0583 2. Caterpillar Credit Card Repairs $115,705 P.O. Box 735838 Dallas, TX 75373 Tel: 877-373-9510 3. Cokinos Young Legal Services $19,831 1221 Lamar Street 16th Floor Houston, TX 77010 4. Fidelity Investments Employee $8,516 131 Dearborn Benefits 6th Floor Chicago, IL 60603 5. Fidelity Investments Employee $9,792 131 S. Dearborn Benefits (401K) 6th Floor Chicago, IL 60603 6. Flora Surveying Services $14,090 Associates 12863 George Washington Memorial Highway Glenns, VA 23149 7. Frontier Tank Lines, Inc. Fuel $57,356 6850 TPC Drive Suite 200 McKinney, TX 75070 8. Fuelman Fuel $7,229 PO Box 1239 Covington, LA 70434 Tel: 800-877-0800 9. Holt Cat Rentals/Parts $717,807 P.O. Box 207916 San Antonio, TX 78220 Tel: 972-721-2820 10. IPFS Corporation Insurance $33,840 P.O. Box 412086 Premium Kansas City, MO 64141 Tel: 800-247-6129 11. JTC Heavy Haul, LLC Services $11,650 9611 CR 528 Burleson, TX 76028 Tel: 817-229-5432 12. KSM Exchange LLC Parts $60,397 P.O. Box 270360 Oklahoma City, OK 73137 Tel: 405-495-7820 13. Niece Equipment LP Rental/Parts $14,289 PO Box 277 Buda, TX 78610 Tel: 512-252-3808 14. Pfeil Holding Corp. Loans $641,476 7800 Dallas Parkway Suite 310 Plano, TX 75024 15. ROMCO Equiment Co. Parts $14,697 P.O. Box 736957 Dallas, TX 75373-6957 Tel: 214-817-4100 16. Southern Tire Mart Parts $24,367 800 Highway 989 Columbia, MS 39429 Tel: 601-424-3273 17. Spooner Construction Services $16,424 Services LLC 309 Byers Street #100 Euless, TX 76039 Tel: 817-685-8448 18. Stuart Hose & Pipe Company Parts $8,163 701 Riverside Drive Fort Worth, TX 76111 Tel: 817-332-5297 19. Texas Department Repairs $129,976 of Transportation P.O. Box 149001 Austin, TX 78714 20. TKO Equipment Repairs $5,329 P.O. Box 153389 Irving, TX 75015 Tel: 972-263-4356 SENSIENCE INC: Moody's Cuts CFR to Caa3 & First Lien Debt to Caa2 ----------------------------------------------------------------- Moody's Investors Service downgraded Sensience, Inc.'s corporate family rating to Caa3 from Caa2 and the company's probability of default rating to Caa3-PD from Caa2-PD. Concurrently, Moody's downgraded Sensience's backed senior secured first lien credit facilities to Caa2 from Caa1 and its backed senior secured second lien term loan to Ca from Caa3. The outlook is stable. The ratings downgrades reflect an elevated risk of a distressed exchange following Sensience's significant cash burn and limited revolver availability resulting in weak liquidity. The company received $5.4 million from its sponsor through a first lien debt issuance. Continued soft demand for HVAC products over the next several quarters will further constrain liquidity. Interest coverage will remain weak due to challenged operating performance and the existing interest rate environment. RATINGS RATIONALE Sensience's Caa3 CFR reflects the company's modest revenue base and weak liquidity since separating from Emerson Electric Company (Emerson) in May 2022. Revenue will remain volatile given Sensience's limited recurring, or aftermarket, business. The company's safety sensors and related components are included in home appliances such as washing machines and dishwashers and are designed to outlast the useful life of the products into which they are incorporated. Sensience's customer base is cyclical and has elevated exposure to the US housing market. Cash burn will continue as demand for products remains weak. Weak interest coverage (i.e., EBITA/interest expense of less than 1.0 time) will be driven by high interest rates that Sensience will pay on its floating rate debt. Debt/EBITDA will also remain high at above 10.0 times over the next 12-18 months. The rating is supported by long-standing customer relationships established during its time as a subsidiary of Emerson and the inherent stickiness of its products once a customer's product platform enters production. Emerson will remain its largest customer by sales, though Sensience benefits from good customer diversity with the top ten customers comprising 40% of sales. Sensience has a long-term supply agreement with Emerson. The stable outlook reflects Sensience's weak liquidity, highlighted by Moody's expectation of continued negative free cash flow and limited availability under its revolving credit facility for the next several quarters. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if liquidity improves, supported by positive free cash flow or if the company successfully transitions to a standalone enterprise. EBITA/interest expense sustained above 1.0 time could also lead to an upgrade. The ratings could be downgraded if there is any further deterioration in liquidity, operating performance, or interest coverage that results in a higher probability for a distressed exchange. Sensience, Inc. is a designer and manufacturer of mission critical safety sensors and sealed connecting components, such as bimetal snap controls and thermal cutoff fuses, found in home appliances as well as air conditioning terminals and temperature sensors used in HVAC systems. The company generated $321 million of revenue over the 12 months ending December 31, 2023. The principal methodology used in these ratings was Manufacturing published in September 2021. SHIFT TECHNOLOGIES: Plan Exclusivity Period Extended to April 8 --------------------------------------------------------------- Judge Hannah L. Blumenstiel of the U.S. Bankruptcy Court for the Northern District of California extended Shift Technologies, Inc. and affiliates' exclusive periods to file their plan of reorganization, and solicit acceptances thereof to April 8 and June 7, 2024, respectively. 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 Web site http://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. SHORT FORK: Hires Marcus & Millichap as Real Estate Broker ---------------------------------------------------------- Short Fork Development, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to employ Marcus & Millichap Real Estate Investment Services of Nevada, Inc. as real estate broker. The firm will market and sell the Debtor's real property known as Short Fork Farms PUD 951 Acres less and except 430 acres farm land. The firm will be paid at the rates of 4 percent of the purchase price of the property. William M. Davis, a partner at Marcus & Millichap Real Estate Investment Services of Nevada, Inc., 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: William M. Davis Marcus & Millicap Real Estate Investment Services of Nevada, Inc. 5100 Poplar Avenue, Suite 2505 Memphis, TN 38137 Tel: (901) 620-3600 Fax: (901) 620-3610 About Short Fork Development, LLC Short Fork Development, LLC, a company in Hernando, Miss., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-13660) on Nov. 30, 2023, with $1 million to $10 million in both assets and liabilities. Guy Hendrix, member, signed the petition. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC represents the Debtor as bankruptcy counsel. SIG RE: Seeks to Hire Goldstein & McClintock as Bankruptcy Counsel ------------------------------------------------------------------ Sig Re, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Goldstein & McClintock LLLP as its counsel. 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 Jeffrey C. Dan, Partner $575 Senior Partners $385 - $895 Legal Assistants and Law Clerks $170 - $235 In addition, the firm will seek reimbursement for expenses incurred. Jeffrey Dan, 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 Sig Re, LLC Sig Re, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101 (51B)). Sig Re, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-00945) on January 24, 2024, listing $1,000,001 to $10 million in both assets and liabilities. The petition was signed by Martin Bobak as manager/member. Judge Deborah L. Thorne presides over the case. Jeffrey C. Dan, Esq. at Goldstein & Mcclintock Lllp represents the Debtor as counsel. SOUTHMINSTER: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed Southminster's (SM) Long-Term Issuer Default Rating (IDR) at 'BB' and Public Finance Authority series 2018 bonds issued on behalf of SM at 'BB'. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Southminster, Inc. (NC) LT IDR BB Affirmed BB Southminster, Inc. (NC) /General Revenues/1 LT LT BB Affirmed BB The 'BB' rating reflects the successful completion of SM's master facility plan (MFP) over the past several years. The MFP included a two phase 66-unit independent living (IL) expansion (The Terraces) and a new health center. SM has been able to fill the new IL units and had an occupancy of 100% at the end of fiscal 2023. SM is now focused, like others in the industry, on improving overall operations following financial challenges. With the MFP now complete, SM is focused on operational excellence and the growth of unrestricted liquidity, particularly as capital spending needs have lessened. SM's business profile is characterized by a strong revenue defensibility as a single site, Type 'B' life plan community (LPC) with solid demand in a good service area. However, SM has a currently weaker operating risk assessment, and weaker financial profile assessment, driven primarily by its elevated leverage position. SM's Rating Outlook is Stable, as the company is working on executing its operational plan, which could lead to an improved operating risk profile assessment to 'midrange'. SECURITY A gross revenue pledge, mortgage on the facility and a debt service reserve fund for the 2018 tax-exempt bonds. KEY RATING DRIVERS Revenue Defensibility - a Single Site LPC with Strong Demand Characteristics The strong revenue defensibility is supported by IL occupancy that averaged 99% over the last five years. This includes the fill up of the 66-unit IL Terraces expansion, and is further supported by a good waitlist, with 818 members as of early February 2024. Demand in the other continuum of care service lines is also strong. Since opening the new health center in October 2020, demand improved to a high of 87% in fiscal 2022, but has fallen to 72% at the end of fiscal 2023. While SM's SNF occupancy has averaged 67% over the last five years, it has historically limited outside admits, preferring to keep availability for its residents. Competition for SM's Type 'B' contract is manageable in the primary service area of Southeast Charlotte, NC. SM has a demonstrated history of regular entrance fee and monthly rate increases. Entrance fee pricing is consistent with area housing prices and resident wealth indicators, which provides further support for its strong market position. Operating Risk - bb Highly Leveraged with Focus on Operational Improvements The weak operating risk assessment largely reflects SM's elevated leverage position. At FYE 2023, SM's maximum annual debt service (MADS) as a percentage of revenues, and debt to net available, were consistent with a weaker operating assessment at 19.4% and 8.3x, respectively. Along with the MFP completion and debt paydown with entrance fees, metric have improved. Fitch expects this will continue and SM's operating risk assessment to improve to 'midrange'. As SM executed the MFP, its operating ratio rose above 100%. It was 108% in fiscal 2022 (Sept. 30 year-end) and has improved to 95.8% at the end of fiscal 2023. Fitch expects the improvement will be sustained further, leading to an improved view of the operating risk. SM has completed its elevated cycle of capital spending. Over the last five years capex averaged 468% of depreciation, reflecting necessary MFP spending. Recent capex spending supports a very good average age of plant of 8.7 years (fiscal year-end 2023). With the completion of the MFP, SM will scale back on the capital as the campus has been refreshed. SM is expecting to spend approximately $5 million on capital over the next several of years, allowing for improved unrestricted reserves going forward. Financial Profile - bb Financial Profile Stable Given SM's strong revenue defensibility but weak operating risk assessment, Fitch views the financial profile assessment as weak. Fitch expects key leverage metrics to remain stable through the current economic and business cycle. SM had unrestricted cash and investments of approximately $23 million at Sept. 30, 2023, which represented about 20.2% of total adjusted debt, when including a $9 million debt service reserve fund. Days cash on hand and coverage of actual at FYE 2023, were both adequate for the rating level at 216 days and 1.9x, respectively. SM's unrestricted reserves dipped after acceleration of debt payment and overall softer investment returns. SM noted that investment returns improved in late fiscal 2023, which has continued into fiscal 2024. Fitch believes SM's strong demand, manageable capital needs and focus on improving operational performance provides a good financial cushion in a stressed scenario. Fitch's stress scenario incorporates both an investment portfolio and cashflow stress that are in line with current economic conditions. With the stress scenario, Fitch expects capital related metrics will improve while leverage remains a constraint on the financial profile. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Challenges to the strong market position such that ILU occupancy is sustained below 90%; - Deterioration in unrestricted liquidity or a debt issuance such that cash to adjusted debt is expected to be sustained below 20%. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Growth in unrestricted liquidity such that cash to adjusted debt stabilizes closer to 50% through Fitch's forward look: - Improved cash flow such that MADS coverage is consistently around 2x. PROFILE SM is a North Carolina nonprofit corporation organized in 1984 that owns and operates Southminster, a single site, Type 'B' contract, senior living community. SM is the only member of the obligated group. At Sept. 30, 2023, SM had 322 IL units, 25 AL units, 60 skilled nursing beds. Total operating revenues in fiscal 2023 was $49.1 million. SM residents are offered type 'B' modified residency agreements with three options. Over 80% of residents are on the standard plan, which amortizes the entrance fee paid at 5% per month for 20 months and offers no refund. The other residents are divided between a 50% refundable plan, which amortizes the entrance fee paid at 5% per month for the first 10 months of occupancy, and a 90% refundable plan where the plan is amortized at 5% per month for two months following occupancy. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. 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. SRPC PROPERTIES: Hires Rocky Mountain Realty as Broker ------------------------------------------------------ SRPC Properties, LLC seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to employ Rocky Mountain Realty as broker. The firm will market and sell the Debtor's real property located at 1334 E. 4th Street, Pueblo, CO 81001. The firm will be paid a commission of 5 percent of the sales price. Shawn Martinez, a partner at Rocky Mountain Realty, 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: Shawn Martinez Rocky Mountain Realty 201 N Main St. Pueblo, CO 81003 Tel: (719) 569-7276 Fax: (719) 369-2178 About SRPC Properties, LLC SRPC Properties, LLC is in the business of purchasing investment properties. The company is based in Cheyenne, Wyo. SRPC filed Chapter 11 petition (Bankr. D. Wyo. Case No. 23-20180) on May 25, 2023, with $2,694,635 in assets and $1,725,437 in liabilities. Shirley Carson, member, signed the petition. Judge Cathleen D. Parker oversees the case. Bradley T. Hunsicker, Esq., at Markus Williams Young and Hunsicker, represents the Debtor as legal counsel. SS&C TECHNOLOGIES: Moody's Ups CFR to Ba2, Outlook Stable --------------------------------------------------------- Moody's Investors Service upgraded SS&C Technologies Holdings, Inc.'s ("SS&C") corporate family rating to Ba2 from Ba3 and its probability of default rating to Ba2-PD from Ba3-PD. Concurrently, Moody's upgraded the rating on the backed senior secured bank credit facilities issued by SS&C's subsidiaries, SS&C Technologies, Inc. and SS&C European Holdings S.a.r.l. to Ba1 from Ba2. Moody's also upgraded the rating on the senior unsecured notes issued by SS&C Technologies to B1 from B2. The speculative grade liquidity (SGL) rating remains unchanged at SGL-1. The ratings outlook was changed to stable from positive. The upgrade of the CFR to Ba2 from Ba3 was driven by Moody's expectation that SS&C's operating performance will continue to steadily improve over the coming 12 to 18 months while the company gradually reduces debt to EBITDA towards the low 3x level and utilizes its strong free cash flow to continue repaying debt. RATINGS RATIONALE SS&C's Ba2 CFR reflects moderate debt to EBITDA of 3.5x as of December 31, 2023 (Moody's adjusted) as well as the company's large revenue scale, wide operating scope and solid competitive positioning as a leading provider of software and software-enabled services, primarily to financial services firms. SS&C's credit profile is also supported by its good revenue predictability, about 90% of which is attributable to recurring, transaction-based services provided to a very large client base. Additionally, SS&C's strong profitability and annual free cash flow to debt of approximately 11% provides capacity to gradually repay debt and the company's very good liquidity affords cushion to absorb temporary operational challenges. SS&C's credit profile is negatively impacted by a concentrated geographic and vertical market focus with particularly sizable exposure to traditional and alternative asset management firms based in North America. To varying degrees, SS&C's fees from these customers can vacillate based on the market value of assets under management/administration and number of transactions processed. SS&C's credit quality is also negatively impacted by corporate governance concerns related to the company's aggressive financial policies, featuring considerable expenditures on share repurchases and dividends, the company's 13% equity ownership by its CEO and founder, and an opportunistic, debt-fueled acquisition growth strategy. SS&C's history of increasing debt leverage significantly to finance acquisitions results in high event risk and reflects an aggressive financial strategy, with the potential for continual releveraging, somewhat constraining the rating. The SGL-1 liquidity rating reflects SS&C's very good liquidity profile, with cash of $432 million as of 31 December 2023 and Moody's expectation of over $700 billion in free cash flow (after dividends) in 2024. SS&C's liquidity is also supported by its large and undrawn $600 million revolving credit facility expiring in 2027. The revolver is subject to a maximum net leverage ratio covenant of 6.25x if utilization exceeds 30%. Moody's does not expect the covenant to be triggered, but expects that the company has ample operating cushion under the covenant if it is measured. The term loans do not include any financial maintenance covenants. The term loans require mandatory repayment from excess cash flow (as defined in the credit agreement), the amount of which is based on leverage levels. The stable outlook reflects Moody's expectations that SS&C will generate low single digit revenue and EBITDA growth over the next 12 to 18 months and debt to EBITDA (Moody's adjusted) will decline towards a low 3x range during this period, barring additional debt-funded acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if SS&C expands revenues and EBITDA over the intermediate term such that the company can sustain debt to EBITDA below 3x with annual free cash flow/debt approaching 20% while adhering to conservative financial policies and reducing the proportion of secured to total debt. The ratings could be downgraded if SS&C experiences meaningful weakness in operating performance or adopts more aggressive financial strategies, such that Moody's expects debt to EBITDA to remain above 4x and annual free cash flow to debt to be below 10% over an extended period of time. The principal methodology used in these ratings was Software published in June 2022. SS&C (NASDAQ:SSNC), headquartered in Windsor, Connecticut, is a provider of software and software-enabled services to over 18,000 clients in the financial services and healthcare industries. Moody's projects that SS&C will generate revenue of over $5.6 billion in 2024. SVB FINANCIAL: Reports Ownership Stake in Root Inc. --------------------------------------------------- SVB Financial Group and its affiliates disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that, as of December 31, 2023, they beneficially owned shares of Root, Inc.'s Class A Common Stock. The beneficial ownership of each entity is as follows: Reporting Person Shares Owned Percent of Class SVB Financial Group 783,012 8.2% SVB Capital Partners 627,012 6.5% III, LLC Capital Partners III, LP 627,012 6.5% SVB Capital Venture 156,000 1.6% Overage, LLC Venture Overage Fund, LP 156,000 1.6% The percent of class is calculated based on 9,600,000 shares of Class A Common Stock outstanding as of October 27, 2023, as reported in Root, Inc.'s Form 10-Q filed with the SEC on November 1, 2023. A full-text copy of the Report is available at https://tinyurl.com/3nh7nsnp About SVB Financial Group SVB Financial Group is a financial services company focusing on the innovation economy, offering financial products and services to clients across the United States and in key international markets. Prior to March 10, 2023, SVB Financial Group owned and operated Silicon Valley Bank, a state-chartered bank. During the week of March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a severe "run-on-the-bank." On the morning of March 10, the California Department of Financial Protection and Innovation seized SVB and placed it under the receivership of the Federal Deposit Insurance Corporation. SVB was the nation's 16th largest bank and the biggest to fail since the 2008 financial meltdown. On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had assets of $19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31, 2022. The Hon. Martin Glenn is the bankruptcy judge. The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as restructuring advisor. William Kosturos, a partner at Alvarez & Marsal, serves as the Debtor's chief restructuring officer. Kroll Restructuring Administration, LLC, is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co. LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. SVB FINANCIAL: Targets May Confirmation of Chapter 11 Plan ---------------------------------------------------------- SVB Financial Group submitted a motion for entry of an order approving the Disclosure Statement explaining its Chapter 11 Plan. The Debtor submits that confirmation of the Plan will maximize and efficiently distribute value to its creditors while fairly and equitably addressing the Debtor's liabilities. The Plan, among other things, incorporates the terms of the Restructuring Support Agreement (as may be amended, modified or supplemented from time to time, the "RSA"), which is the culmination of extensive and good faith, multi-party, arm's-length negotiations among the Debtor, the Committee and the Ad Hoc Noteholder Group. The Disclosure Statement is the product of the Debtor's extensive review and analysis of prepetition operations, assets and liabilities, circumstances leading to this Chapter 11 Case, and other significant events occurring during this Chapter 11 Case. In addition, the Disclosure Statement summarizes the key terms of the Plan, including the proposed distributions to Holders contemplated thereunder and the effect of the Plan on Holders if the Plan is confirmed and consummated. Further, the Disclosure Statement contains information regarding certain federal securities law and tax law consequences of the Plan to Holders of Claims and Interests and a discussion of certain risk factors relating to the Plan and the Chapter 11 Case, NewCo and the Liquidating Trust. In preparing the Disclosure Statement, the Debtor sought and received the input of its advisors, board of directors, and major creditor constituents and their advisors. The Disclosure Statement, which was filed on February 7, 2024, reflects the current status of this Chapter 11 Case. The Debtor anticipates that, subject to the consent rights set forth in the RSA, changes to both the Plan and Disclosure Statement will be made prior to the hearing on this Motion to reflect additional updates, which may include, among other things, the details of the NewCo Transaction (if any) and the GUC Cash-Out. The summary below lists the Debtor's proposed key deadlines and events in connection with confirmation of the Plan: * Disclosure Statement Objection Deadline will be on March 11, 2024 at 4:00 p.m. (ET). * Deadline to File Reply to Disclosure Statement Objection(s) will be on March 14, 2024 at 4:00 p.m. (ET). * Voting Record Date will be on March 15, 2024 at 4:00 p.m. (ET). * Disclosure Statement Hearing will be on March 18, 2024 at 2:00 p.m. (ET). * Solicitation Mailing Deadline will be within three business days following entry of the Order (or as soon as reasonably practicably thereafter). * Plan Supplement Filing Deadline will be on April 18, 2024. * Voting Deadline will be on April 25, 2024 at 5:00 p.m. (ET). * Release Election Deadline will be on April 25, 2024 at 5:00 p.m. (ET). * Voting Report Deadline will be on April 30, 2024. * Confirmation Objection Deadline will be on April 30, 2024 at 4:00 p.m. (ET). * Deadline to File Reply to Confirmation Objection(s) will be on May 3, 2024 at 4:00 p.m. (ET). * Proposed Confirmation Hearing will be on May 7, 2024 at 10:00 a.m. (ET) The Debtor submits that the Disclosure Statement contains information of a kind, and in sufficient detail, to allow all parties-in-interest to make informed judgments about the Plan and, if applicable, to cast an informed vote to accept or reject the Plan. The Disclosure Statement is extensive and comprehensive. It contains descriptions and summaries of, among other things: a. a detailed overview of the Debtor's corporate history, business operations, organizational structure, and capital structure is provided in Article II of the Disclosure Statement; b. a detailed overview of the Debtor's restructuring efforts, negotiations with respect to the Plan and RSA and an overview of the significant events during this Chapter 11 Case is provided in Article III of the Disclosure Statement; c. the material terms of the Plan are provided in Article IV of the Disclosure Statement; d. the classification and treatment of Claims and Interests under the Plan are provided in Article IV of the Disclosure Statement; e. confirmation procedures and statutory requirements for confirmation and consummation of the Plan are provided in Article V of the Disclosure Statement; f. a description of the procedures for soliciting votes to accept or reject the Plan and voting on the Plan is provided in Article VI of the Disclosure Statement; g. certain risk factors relating to the Plan are provided in Article IX of the Disclosure Statement; h. a liquidation analysis setting forth the estimated return that Holders of Claims and Interests would receive in a hypothetical chapter 7 case is attached to the Disclosure Statement as Appendix B; and i. a description of certain securities law consequences of the Plan, which are described in Article VIII of the Disclosure Statement, and U.S. federal income tax law consequences of the Plan, which are described in Article X of the Disclosure Statement. Accordingly, the Debtor respectfully submits that, under the circumstances of this Chapter 11 Case, the Disclosure Statement provides "adequate information" for purposes of section 1125(b) of the Bankruptcy Code, complies with the other requirements of section 1125 of the Bankruptcy Code, and should be approved by the Court for purposes of solicitation of votes on the Plan. Further, Bankruptcy Rule 3016(c) requires that, if a plan provides for an injunction against conduct not= otherwise enjoined under the Bankruptcy Code, the plan and disclosure statement must describe, in specific and conspicuous language, the acts to be enjoined and the entities subject to the injunction. Fed. R. Bankr. P. 3016(c). Section 12.1 of Plan provides that, on the Effective Date, all property (including all interests, rights and privileges related thereto) of the Debtor shall vest in NewCo or the Liquidating Trust, as applicable, free and clear of all Claims, Liens, encumbrances, charges and Interests. See Plan § 12.1. Each of the injunction, release and exculpation provisions provided in the Plan is stated in conspicuous language. Detailed descriptions of the injunction are provided in Article IV.G of the Disclosure Statement. Likewise, the releases provided under the Plan are described in detail, including the entities providing such releases and the entities and the Claims and Causes of Action being released. See Disclosure Statement Article IV.G. Further, the terms of the exculpation and the injunctions provided for in the Plan are provided in Article IV.G of the Disclosure Statement. Each of the Disclosure Statement, Ballots and Confirmation Hearing Notice set forth the injunction, release and exculpation provisions in conspicuous, bold print. Accordingly, the Debtor respectfully submits that the Disclosure Statement complies with Bankruptcy Rule 3016(c). Counsel to the Debtor: James L. Bromley, Esq. Andrew G. Dietderich, Esq. Christian P. Jensen, Esq. SULLIVAN & CROMWELL LLP 125 Broad St. New York, NY 10004-2498 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 About SVB Financial Group SVB Financial Group is a financial services company focusing on the innovation economy, offering financial products and services to clients across the United States and in key international markets. Prior to March 10, 2023, SVB Financial Group owned and operated Silicon Valley Bank, a state-chartered bank. During the week of March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a severe "run-on-the-bank." On the morning of March 10, the California Department of Financial Protection and Innovation seized SVB and placed it under the receivership of the Federal Deposit Insurance Corporation. SVB was the nation's 16th largest bank and the biggest to fail since the 2008 financial meltdown. On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had assets of $19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31, 2022. The Hon. Martin Glenn is the bankruptcy judge. The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as restructuring advisor. William Kosturos, a partner at Alvarez & Marsal, serves as the Debtor's chief restructuring officer. Kroll Restructuring Administration, LLC, is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co., LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. TENNESSEE VASCULAR: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Tennessee Vascular and Thoracic Surgical Associate PC NOW Wound Care and Limb 1015 Hanson Court, Unit 103 Murfreesboro, TN 37129 Business Description: The Debtor is a medical group practice located in Tullahoma, TN that specializes in wound & burn Care. Chapter 11 Petition Date: February 29, 2024 Court: United States Bankruptcy Court Middle District of Tennessee Case No.: 24-00683 Judge: Hon. Charles M Walker Debtor's Counsel: William L. Norton, Esq. BRADLEY ARANT BOULT CUMMINGS, LLP 1221 Broadway, Ste. 2400 Nashville TN 37203 Tel: 615-252-2397 Email: bnorton@bradley.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Charles S. Drummond III 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/NQRLE3I/Tennessee_Vascular_and_Thoracic__tnmbke-24-00683__0001.0.pdf?mcid=tGE4TAMA THRASIO HOLDINGS: Gibson Dunn & Sills Represent First Lien Group ---------------------------------------------------------------- In the Chapter 11 cases of Thrasio Holdings, Inc., et al., the Ad Hoc First Lien Group filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. On or around August 29, 2023, the Ad Hoc First Lien Group formed and retained Gibson, Dunn & Crutcher LLP to represent it as legal counsel in connection with a potential restructuring of the outstanding debt obligations of the debtors and certain of their subsidiaries and affiliates. Subsequently, in January 2024, Gibson Dunn contacted Sills Cummis & Gross P.C. to serve as New Jersey co-counsel to the Ad Hoc First Lien Group. Gibson Dunn and Sills represent the Ad Hoc First Lien Group, comprised of the beneficial holders or the investment advisors or managers for certain beneficial holders in their capacities as lenders under that certain Credit Agreement, dated as of December 18, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement" and the Term Loans (each as defined in the Credit Agreement) made thereunder, the "Term Loans"), by and among Thrasio, LLC, as borrower, Thrasio Intermediate Sub, LLC as holdings, the guarantors party thereto from time to time, the lenders party thereto from time to time, and Royal Bank of Canada as administrative agent and collateral agent. Gibson Dunn and Sills do not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Gibson Dunn and Sills do not represent the Ad Hoc First Lien Group as a "committee" (as such term is used in the Bankruptcy Code and Bankruptcy Rules) and do not undertake to represent the interests of, and is not a fiduciary for, any creditor, party in interest, or other entity that has not signed a retention agreement with Gibson Dunn. The names, addresses, and disclosable economic interests of all the members of the Ad Hoc First Lien Group, are as follows: 1. Bain Capital Credit, LP Capital Markets Corporate Actions Team 200 Clarendon Street Boston, MA 02116 * $41,012,579.91 2. BlackRock Capital Investment Advisors, LLC 50 Hudson Yards New York, NY 10001 * $171,113,470.53 3. Carlyle Global Credit Investment Management LLC 1 Vanderbilt Avenue New York, NY 10017 * $24,497,487.44 4. Caspian Capital LP 10 East 53rd Street, 35th Floor New York, NY 10022 * $27,466,880.00 5. Goldman Sachs Assets Management, L.P. 2001 Ross Avenue, Suite 2800 Dallas, TX 75201 * $85,593,630.85 6. HPS Investment Partners, LLC 40 West 57th Street, 33rd Floor New York, NY 10019 * $67,221,105.52 7. Jefferies LLC 520 Madison Avenue, 12th Floor New York, NY 10022 * $24,497,487.43 8. Liberty Mutual Insurance Company 157 Berkeley Street Boston, MA 02116 * $14,654,219.92 9. Monroe Capital LLC 311 South Wacher Drive, Suite 6400 Chicago, IL 60606 * $48,847,399.57 10. Morgan Stanley Private Credit 1585 Broadway, 23rd Floo New York, NY 10036 * $24,423,699.83 11. Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 * $108,762,941.26 * Series X Preferred Equity: 500,000 share * Series C-2 Preferred Equity: 5,523,615 shares * Series C-3 Preferred Equity: 163,662 shares * Series D Preferred Equity: 938,270 shares Counsel to the Ad Hoc First Lien Group: SILLS CUMMIS & GROSS P.C. Andrew H. Sherman. Esq. Gregory Kopacz, Esq. One Riverfront Plaza Newark, New Jersey 07102 Telephone: (973) 643-7000 Email: ASherman@sillscummis.com GKopacz@sillscummis.com - and – GIBSON, DUNN & CRUTCHER LLP Scott J. Greenberg, Esq. Joe Zujkowski, Esq. Matt Rowe, Esq. 200 Park Avenue New York, NY 10166-0193 Telephone: (212) 351-4000 Email: SGreenberg@gibsondunn.com JZujkowski@gibsondunn.com MRowe@gibsondunn.com - and – AnnElyse Scarlett Gains, Esq. 1050 Connecticut Avenue, N.W. Washington, D.C. 20036-5306 Telephone: (202) 955-8606 Email: AGains@gibsondunn.com About Thrasio Thrasio Holdings, Inc. is one of the largest aggregators of e commerce "sellers" or brands in the world and a "top five" seller on Amazon. As of the Petition Date, Thrasio has sold millions of products to customers across the globe. Thrasio has significant overseas operations and partnerships across the world, including in the United Kingdom, Germany, and China. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-11840) on February 28, 2024, with $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Josh Burke, chief financial officer, signed the petitions. Judge Christine M. Gravelle oversees the case. The Debtors tapped KIRKLAND & ELLIS LLP and KIRKLAND & ELLIS INTERNATIONAL LLP as general bankruptcy counsel; COLE SCHOTZ P.C. as co-bankruptcy counsel; ALIXPARTNERSS, LLP as financial advisor; and KURTZMAN CARSON CONSULTANTS LLC as claims and noticing agent. THRASIO HOLDINGS: March 5 Deadline Set for Panel Questionnaires --------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of Thrasio Holdings, Inc., et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/57cussky and return by email it to Tina L. Oppelt -- Tina.L.Oppelt@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on March 5, 2024. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Thrasio Thrasio is one of the largest aggregators of e-commerce "sellers" or brands in the world and a "top five" seller on Amazon. Thrasio has sold millions of products to customers across the globe. Thrasio has significant overseas operations and partnerships across the world, including in the United Kingdom, Germany, and China. Thrasio was co-founded in 2018 by Joshua Silberstein. Thrasio Holdings LLC and more than 200 of its affiliates filed for bankruptcy protection (Bankr. D. N.J., Lease Case No. 24-11840) on February 24, 2024. The petitions were signed by Josh Burke as chief financial officer. The Debtors declared $1 billion to $10 billion in estimated assets, and $500 million to $1 billion in estimated liabilities, on a consolidated basis. Kirkland & Ellis LLP serves as bankruptcy counsel to the Debtors and Cole Schotz P.C. serves as co-bankruptcy counsel. Centerview Partners LLC is the Debtors' investment banker; AlixPartners LLP is the financial advisor; and Kurtzman Carson Consultants LLC is the claims and noticing agent. Katten Muchin Rosenman LLP is counsel to the independent directors. THREE GUYS: Unsecureds Will Get 75% of Claims over 60 Months ------------------------------------------------------------ Three Guys Roofing, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement describing Plan of Reorganization dated February 26, 2024. The Debtor is a roofing contractor that was formed on May 17, 2013. The 100% owner is Shawn Wolfe. All of the Debtor's income is derived from roofing contracts. The Debtor leases property located at 3866 Prospect Ave, #16, West Palm Beach, FL 33404. A customer had a complaint against the Debtor with their roof installation. The customer garnished $60,000.00 from the Debtor's account, causing a cash flow problem for the Debtor. At the time of the filing of this case, the Debtor had nine pending contracts with expected gross income of $187,000.00. Since the filing, the Debtor has had 13 new contracts which with the expected income of $523,060.00. The Debtor continues to generate approximately 3 jobs per month with an expected net profit of $4,000.00 per month. This income will be sufficient to pay its creditors as set forth in the Plan of Reorganization. The Debtor's ability to fully fund the plan depends solely on the Debtor's roofing contracts. In order to facilitate the implementation of the plan of reorganization, the Debtor's principal, Shawn Wolfe, will be contributing $500.00 per month to the Debtor. This will increase the distribution to creditors from approximately 65% to approximately 75%. Class 4 consists of general unsecured creditors. Unsecured creditors will be paid approximately 75% of their claims over sixty months. The Debtor will pay $4,500.00 per month which the creditors will receive pro rata share. The Class 4 is impaired. The equity holders in the Debtor will continue to own and operate the Debtor. A full-text copy of the Disclosure Statement dated February 26, 2024 is available at https://urlcurt.com/u?l=oxv8fR from PacerMonitor.com at no charge. Counsel to the Debtor: Brian K. McMahon, Esq. Brian K. McMahon, PA 1401 Forum Way, 6th Floor West Palm Beach, FL 33401 Telephone: (561) 478-2500 Facsimile: (561) 478-3111 Email: brian@bkmbankruptcy.com About Three Guys Roofing Three Guys Roofing, Inc., is a roofing contractor that was formed on May 17, 2013. The Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-18506) on Oct. 17, 2023, with as much as $1 million in both assets and liabilities. Shawn Wolfe, president, signed the petition. Judge Mindy A. Mora oversees the case. Brian K. McMahon, Esq., at Brian K. McMahon, PA serves as the Debtor's legal counsel. THRYV INC: Moody's Affirms 'B3' CFR & Alters Outlook to Positive ---------------------------------------------------------------- Moody's Investors Service changed Thryv, Inc.'s rating outlook to positive from stable and affirmed its Corporate Family Rating at B3, its Probability of Default Rating at B3-PD, and its senior secured first lien term loan B rating at B3. Thryv's speculative grade liquidity (SGL) rating remains unchanged at SGL-2, reflecting good liquidity. The change in rating outlook to positive reflects the company's solid progress in growing the scale and profitability of its Software as a Service (SaaS) business segment that partially mitigates the secular revenue decline trends facing Thryv's legacy print and internet-based directory services business. It also reflects Moody's expectation that the company will continue to generate significant free cash flow and will apply it to debt repayment. Moody's expects that Thryv's rapidly growing SaaS business segment will become a predominant source of consolidated revenue and EBITDA by the end of 2025. Thryv's strong pace of SaaS revenue growth, at around 25% annually, has a potential to significantly improve the company's declining revenue trajectory from a 23.7% decline in FY2023 to flat over the next three years. Thryv has repaid approximately half of its $700 million term loan since the refinancing in March 2021 (including $120 million in 2023) demonstrating management's commitment to delevering. RATINGS RATIONALE Thryv's B3 CFR reflects a business model that remains in transition, still large but rapidly declining exposure to the structurally declining print and internet-based directory services business which still represents a majority of the company's revenue (71% of the company's 2023 revenue) and intense competition in a large and a fragmented SaaS market serving small business customers. The continual shift to new technologies, such as online searches or dedicated service-oriented apps, continues to pose a threat to the existence of legacy directories businesses. The company's credit profile also reflects its moderate leverage (2.9x as of FY23, as adjusted by Moody's), substantial free cash flow generation ability, good growth potential within its rapidly expanding SaaS business and management's publicly stated commitment to applying free cash flow to repaying debt. Thryv continues to be focused on debt paydown. The company's management has indicated it is also open to growing its SaaS business through tuck-in acquisitions that would not raise the company's leverage substantially above 2x (covenant definition, before Moody's adjustments). Thryv's SGL-2 rating reflects Moody's expectation that the company will maintain good liquidity. In 2024, Moody's forecasts that Thryv will generate free cash flow of around $60 million and most of it will be used for debt repayment in accordance with the mandatory cash flow sweep requirements. Through voluntary debt repayments and excess cash flow sweep in addition to the mandatory term loan amortization, Thryv has already satisfied the required lifetime term loan amortization of $350 million at the end of 2023. Still, Moody's expects that management will continue to direct free cash flow to debt repayment in 2024 and through the loan maturity. Outside of debt repayment, Thryv's other cash uses are very modest: capex in the $25 — $30 million range and a roughly $7 million in defined benefit pension plan contribution in 2024. The senior secured term loan B has a 3x maximum total net leverage financial covenant. In accordance with the credit agreement definition, the company's leverage was 1.6x as of December 31, 2023, providing ample cushion under the requirement. The credit agreement requires 100% excess cash flow sweep when total net leverage exceeds 1.5x, 75% when it is above 1x, 50% and 25% when it is above 0.5x and less than or equal to 0.5x, respectively. For its external liquidity, the company relies on a revolving asset backed facility (unrated) of up to $175 million maturing in March 2026 (or 91 days prior to the stated maturity date of the term loan facility). As of December 31, 2023, Thryv had borrowing base availability of $50.1 million. Availability under the ABL facility is limited to the lesser of 75% of the aggregate revolving commitments and the then applicable borrowing base, leaving approximately $37.5 million available to be drawn upon under the ABL Facility, as of December 31, 2023. The ABL agreement requires that Thryv maintain compliance with a fixed charge coverage ratio that must exceed 1x measured at quarter ends and requires excess availability of at least $14 million (including US excess availability of $10 million) at all times. The B3 rating on the $700 million term loan ($309 million outstanding as of December 31, 2023) due March 2026 is based on the probability of default of the company, as reflected in the B3-PD Probability of Default Rating, an average expected family recovery rate of 50% at default and that the term loan accounts for the preponderance of the debt structure. CIS-5 ESG credit impact score indicates that ESG considerations have a pronounced impact on the current rating, which is lower than it would have been if ESG risks did not exist. Ongoing demographic and societal shifts have led to secular declines in Thryv's directories and print-related marketing services from digital substitution. These trends include a shift in the way consumers seek information, with a preference toward the use of dedicated service-oriented apps, social media and search engines for listing inquiries and in the way businesses choose to advertise. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the company (i) continues to generate strong growth in its SaaS business that mitigates revenue and EBITDA declines in Marketing Services segment leading to a slowing pace of consolidated revenue and EBITDA declines; (ii) generates free cash flow so that Moody's adjusted FCF/debt is sustained above 10%; (iii) maintains Moody's adjusted leverage below 2.5x with a clearly articulated financial policy supporting operating with low leverage. Ratings could be downgraded if liquidity deteriorates, Moody's adjusted leverage rises above 3x, or operating performance weakens such that free cash flow materially weakens. Headquartered in Dallas, Texas, Thryv (Nasdaq: THRY) provides small-to-medium sized businesses with print and digital marketing services and Software as a Service (SaaS) business management tools. Thryv owns and operates Print Yellow Pages and Internet Yellow Pages and offers digital marketing and media services, such as Search Engine Marketing, online display advertising, search engine optimization (SEO), and standalone websites. Thryv's 2023 revenue was $917 million. The principal methodology used in these ratings was Media published in June 2021. TICOAT INC: Seeks to Hire Green & Sklarz as Bankruptcy Counsel -------------------------------------------------------------- TiCoat, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to employ Green & Sklarz LLC as its general bankruptcy counsel. The firm's services include: a. advising each Debtor of its rights, powers and duties as debtor and debtor-in-possession; b. advising and assisting the Debtors with respect to the negotiation and documentation of financing agreements, debt restructuring, cash collateral orders, and related transactions; c. reviewing the nature and validity of liens asserted against the property of the Debtors and advising the Debtors concerning the enforceability of such liens; d. advising the Debtors concerning the actions that it might take to collect and to recover property for the benefit of the Debtors' estate; e. preparing on behalf of the Debtors certain necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents, and reviewing all financial and other reports to be filed in these Chapter 11 cases; f. advising the Debtors concerning, and preparing responses to, applications, motions, pleadings, notices and other papers which may be filed and served in these Chapter 11 cases; g. counseling the Debtors in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents; and h. performing all other legal services for the Debtors which will be necessary or appropriate in administration of these Chapter 11 cases. The firm's hourly rates are as follows: Jeffrey M. Sklarz, Esq. $600 per hour Joanna M. Kornafel, Esq. $425 per hour Jeffrey Sklarz, Esq., a member of Green & Sklarz, 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: Jeffrey M. Sklarz, Esq. GREEN & SKLARZ LLC 1 Audubon St, 3rd Fl New Haven, CT 06511 Tel: (203) 285-8545 Fax: (203) 823-4546 Email: jsklarz@gs-lawfirm.com About TiCoat Inc. TiCoat, Inc. is a manufacturer of surface cleaner and deodorizing technology in North Windham, Conn. TiCoat filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Conn. Case No. 23-20736) on Sept. 15, 2023. In the petition signed by Todd Hodrinsky, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge James J. Tancredi oversees the case. The Law Office of Russell Gary Small, PC represents the Debtor as bankruptcy counsel. TOP SHELV: Hires Gudeman & Associates P.C. as Counsel ----------------------------------------------------- Top Shelv Worldwide, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Gudeman & Associates, P.C. as 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. The firm will be paid at these rates: Edward J. Gudeman $350 per hour Brian Rookard $300 per hour Samantha Miller $125 per hour The Debtor initially paid $10,000 as a retainer and the filing fee of $1,738, for a total of $11,738. The Debtor has also agreed to pay $3,000 monthly to escrow. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward J. Gudeman, a partner at Gudeman & Associates, P.C., 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: Edward J. Gudeman Gudeman & Associates, P.C. 1026 W. 11 Mile Road Royal Oak, MI 48067 Tel: (248) 546-2800 Email: ecf@gudemanlaw.com About Top Shelv Worldwide Top Shelv Worldwide, LLC, owns the property constituting the land and lacility known as the Tri-City Sports Complex at Williams Township, Bay County, Michigan. Top Shelv has sought bankruptcy protection several times. Top Shelv filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 15-21770) on Aug. 31, 2015, a plan was confirmed May 6, 2016. Top Shelv again sought protection (Bankr. E.D. Mich. Case No. 17-21434) on July 14, 2017. Top Shelv most recently sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 23-21248) on Oct. 19, 2023. The Hon. Daniel S Oppermanbaycity is the case judge. The Debtor hires Edward J. Gudeman, Esq. of Gudeman & Associates, P.C. TRADITION FRANCAISE: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Tradition Francaise Inc. d/b/a LA Boulangerie 174 Taft Street San Juan, PR 00911-2014 Chapter 11 Petition Date: March 1, 2024 Court: United States Bankruptcy Court District of Puerto Rico Case No.: 24-00841 Debtor's Counsel: Javier Vilarino, Esq. VILARINO AND ASSOCIATES LLC PO Box 9022515 San Juan, PR 00902 Tel: (787) 565-9894 Email: jvilarino@vilarinolaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Fernando Perez as president. 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/3K5ATDY/TRADITION_FRANCAISE_INC__prbke-24-00841__0001.0.pdf?mcid=tGE4TAMA TRIUMPH GROUP: T. Rowe Price Investment No Longer Holds Shares -------------------------------------------------------------- T. Rowe Price Investment Management, Inc. disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, it has ceased to beneficially own shares of Triumph Group, Inc.'s common stock. A full-text copy of the Report is available at https://tinyurl.com/yky2vv5j About Triumph Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. -- http://www.triumphgroup.com-- designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerospace and defense systems, components and structures. The company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators. * * * As reported by the TCR on Dec. 27, 2023, Moody's Investors Service placed the Caa1 Corporate Family Rating and the Caa1-PD Probability of Default Rating of Triumph Group, Inc. on review for upgrade following the announcement on December 21, 2023, that Triumph agreed to sell its Product Support business to AAR CORP. (unrated) for $725 million. Moody's said the review for upgrade of the CFR and PDR will consider the benefits to the company's financial leverage, liquidity and refinancing risk that will accrue by retiring debt with the sale proceeds. As reported by the TCR on Dec. 8, 2023, S&P Global Ratings revised its outlook to positive from stable and affirmed the 'CCC+' issuer credit rating on Triumph Group Inc. S&P expects management to remain focused on deleveraging the balance sheet; however, there remains some risk around the company's upcoming maturity of its 2025 unsecured notes. TW TAYLOR TRUCKING: Case Summary & Eight Unsecured Creditors ------------------------------------------------------------ Debtor: TW Taylor Trucking, LLC 5706 Lofton Road Lascassas, TN 37085 Chapter 11 Petition Date: March 1, 2024 Court: United States Bankruptcy Court Middle District of Tennessee Case No.: 24-00708 Judge: Hon. Charles M Walker Debtor's Counsel: Keith D. Slocum, Esq. SLOCUM LAW 370 Mallory Station Road Suite 504 Franklin, TN 37067 Tel: (615) 656-3344 Email: keith@keithslocum.com Total Assets: $209,660 Total Liabilities: $1,061,822 The petition was signed by Tommy Taylor as owner. 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/DRKOSIQ/TW_Taylor_Trucking_LLC__tnmbke-24-00708__0001.0.pdf?mcid=tGE4TAMA TWO RIVERS: Seeks to Hire EmergeLaw PLC as Legal Counsel -------------------------------------------------------- Two Rivers Corporate Centre, Limited Partnership seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ EmergeLaw, PLC as its legal counsel. The firm will render these legal services: a. providing legal advice with respect to the rights, powers and duties of Debtor in the management of its property; b. investigating and, if necessary, instituting legal action on behalf of the Debtor to collect and recover assets of the estate of Debtor; c. preparing all necessary pleadings, orders and reports with respect to this proceeding and to render all other necessary or proper legal services; d. assisting and counseling the Debtor in the preparation, presentation and confirmation of the plan; e. representing the Debtor as may be necessary to protect the Debtor's interests; and f. performing all other legal services that may be necessary and appropriate in the general administration of the Debtor's estate. The firm will be paid at these rates: Robert Gonzales, Esq. $625 per hour Nancy King, Esq. $575 per hour In addition, the firm will seek reimbursement for expenses incurred. Prior to the Petition Date, the firm received a total of $136,738 in connection with its representation of the Debtor. A total of $36,840 was earned and applied for services rendered prior to the Petition Date, $1,738 was used to pay the Chapter 11 filing fee, and the balance of $98,160 will be held in the firm's trust account for services to be rendered in the Chapter 11 case. Robert Gonzales, Esq., a partner at EmergeLaw, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert J. Gonzales, Esq. Nancy B. King, Esq. EMERGELAW, PLLC 4235 Hillsboro Pike, Suite 350 Nashville, TN 37215 Tel: (615) 815-1535 Email: robert@emerge.law nancy@emerge.law About Two Rivers Corporate Centre Two Rivers Corporate Centre was formed in 2001 and is the owner of a 3-building, 283,789 square foot single story office park situated on one parcel of 33 acres located at 2501 McGavock Pike, Nashville, Tennessee. The land is zoned CA (Commercial Attraction) which also allows for high density residential and industrial development by right in addition to office space and retail uses. The property has a number of Tenants that are government agencies with long-term leases in place as well as government contractors that serve governmental agencies. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 3:24-bk-00399) on February 7, 2024. In the petition signed by Floyd Shechter, chief manger of GP, RS Development of Nashville, LLC, the Debtor disclosed up to $50 million in both assets and liabilities. Robert J. Gonzales, Esq., at EmergeLaw, PLC, represents the Debtor as legal counsel. TYCOON PRODUCTIONS: Taps Herman Douglas White, III as Broker ------------------------------------------------------------ Tycoon Productions, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Herman Douglas White, III, as broker to sell the Liquor License #20230508. The broker is entitled to 4 percent of the sale price. The proceeds owed to the broker is $6,000. As disclosed in the court filings, Herman Douglas White, III., represents no creditor or other party in this Chapter 11 case other than the debtor. The broker can be reached through: Herman Douglas White, III Commercial Sales Consultant Realty One Group Excellence 1864 Reisterstown Road, Ste A-B Pikesville, MD 21208 About Tycoon Productions Tycoon Productions, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-15669) on Oct. 13, 2022. In the petition signed by its owner, Dominique A. Hannah, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge David E. Rice oversees the case. Damani K. Ingram, Esq., at The Ingram Firm, LLC and Ron Torry Tax & Accounting serve as the Debtor's legal counsel and accountant, respectively. VACO HOLDINGS: S&P Downgrades ICR to 'B-', Outlook Stable --------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Vaco Holdings LLC to 'B-' from 'B'. S&P lowered its issue-level rating on the company's first-lien senior secured credit facility to 'B-' from 'B'. S&P's '3' recovery rating is unchanged. The stable outlook reflects S&P's expectation that the company will be able to maintain margins at around 10% despite revenue declines in the low single digits in 2024. It also expects the company will continue to generate positive cash flow and maintain adequate liquidity. S&P said, "The downgrade reflects our view that leverage will remain high due to continued challenging business conditions as Vaco is exposed to the cyclical nature of the staffing industry. The company has been affected by macroeconomic headwinds as demand for staffing and consulting services has continued to decline. We expect revenues to drop to the mid-to-high-single-digit area in 2023 before moderately stabilizing to low-single-digit declines in 2024. Our expectation is that the permanent placement staffing services will continue to see a slowdown in 2024, while demand for contract staffing will stabilize despite the revenue declines within the segment in 2023. Additionally, the elevated leverage reflects our treatment of synthetic equity distributions as an operating expense. As a result, we expect leverage will be in the high-6x range before a modest decline to the low-6x area in 2024." The company was able to maintain margins around 10% despite the continued decline in demand due to the highly variable cost structure of the business. Vaco was able to reduce costs during an economic downtown through modest increases in bill rates and headcount reductions. In addition, margins in the consulting business have expanded, in part due to improved utilization rates. As a result, S&P expects margins to remain between 9%-11% over the next several years and free operating cash flow to remain positive. Vaco's small scale compared to its peers makes it more vulnerable to the cyclical and competitive nature of the staffing industry. The staffing services sector is highly competitive, and Vaco competes with much larger and well-resourced peers such as ASGN Inc. Larger and better-capitalized firms are better positioned to weather the fluctuations of economic cycles, which could make the potential impact of an economic downturn more pronounced on smaller players like Vaco. S&P said, "However, we believe that the company will continue to benefit from secular tailwinds in the niche and attractive IT and financing/accounting staffing verticals. Specifically, we expect it to maintain higher EBITDA margins than those of its general staffing peers because the IT vertical has historically generated strong, stable bill rates." This is because an increasing number of companies have established and maintained larger IT spending budgets to enhance their digital offerings. The company's majority ownership by a financial sponsor increases its financial risk. Vaco is financial sponsor owned and has a history of pursuing debt-funded acquisitions and shareholder returns. In January 2022, the company paid a $446 million dividend to its financial sponsor using net proceeds from a $700 million first-lien term loan. In October 2022, the company acquired BVOH, a provider of consulting services, permanent placement, and executive search. Vaco funded the transaction with a $25 million fungible add-on to its existing $700 million first-lien term loan due 2029. S&P believes Olympus Partners' majority ownership and ability to dictate Vaco's strategy could lead the company to adopt a more aggressive financial policy, such as pursuing additional debt-financed acquisitions or distributions, and result in a deterioration in credit measures. The stable outlook reflects S&P's expectation that the company will be able to maintain margins at around 10% despite revenue declines in the low single digits in 2024. It also expects the company will continue to generate positive cash flow and maintain adequate liquidity. S&P could lower the ratings on Vaco if the company generates negligible cash flow, which in its view would raise uncertainty in the sustainability of the capital structure and would erode liquidity. This could occur if: -- Pricing power deterioration because of increased competition amid an unfavorable labor market, or loss of key clients due to weak economic conditions; or -- EBITDA interest coverage declining below 1.0x, which would likely be caused due to operational challenges or the inability to successfully integrate any potential future debt funded acquisitions. S&P views an upgrade as unlikely over the next 12 months. However, we could raise our rating on Vaco over the longer term if: -- The company commits to a less aggressive financial policy such that we expect it to maintain leverage below 6x and FOCF to debt of more than 5% on a sustained basis; and -- The company broadens the scale of its operations and improves its EBITDA margin due to changes in its business and client mix, such as continued growth in its higher-margin segments, better billing rate increases, and a reduction in lower-margin work. VAN'S AIRCRAFT: Hires Hawkins Parnell & Young as Special Counsel ---------------------------------------------------------------- Van's Aircraft, Inc. filed an amended application seeking approval from the U.S. Bankruptcy Court for the District of Oregon to employ Hawkins Parnell & Young, LLP as its special counsel. The firm will provide advice and services relating to the Debtor's Employee Stock Ownership Plan and Trust (ESOP). The Hawkins Parnell professionals who will be primarily responsible for providing these services, their status, and their 2024 billing rates are as follows: Rachel J. Markun, Partner $575 Teresa Y. Huang, Partner $425 Ms. Markun, partner of Hawkins Parnell, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Rachel J. Markun, Esq. Teresa Y. Huang, Esq. HAWKINS PARNELL & YOUNG, LLP 1776 Second Street Napa, CA, 94559 Tel: (707) 299-2471 Email: rmarkun@hpylaw.com About Van's Aircraft Van's Aircraft, Inc. is a designer and manufacturer of kit aircraft, with more than 10,000 flying aircraft and a wide selection of available models. Van's Aircraft sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 23-62260) on Dec. 4, 2023. In the petition signed by Donald L. Eisele, interim CFO, the Debtor disclosed up to $50 million in both assets and liabilities. Judge David W. Hercher presides over the case. The Debtor tapped Tonkon Torp LLP as legal counsel and Hamstreet & Associates, LLC as chief restructuring officer. BMC Group, Inc. is the noticing and claims agent. VENUS CONCEPT: Board OKs Transaction Bonuses for Execs ------------------------------------------------------ Venus Concept Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the board of directors of the Company approved the award of transaction completion bonuses to Rajiv De Silva, Hemanth Varghese, Ph.D., Domenic Della Penna and Ross Portaro (each an "Awardee") to be paid in accordance with transaction completion bonus award letters (each an "Award Letter") upon completion of a Strategic Transaction. The Awardees are each eligible to receive a transaction completion bonus that will be paid in the form of cash and/or cash equivalents in the manner and ratio proscribed by the Strategic Transaction. The bonus amounts for each Awardee are subject to a range calculated based on the size of the Strategic Transaction. Mr. De Silva's transaction completion bonus payment ranges from $500,000 to $1,125,000. Dr. Varghese's transaction completion bonus payment ranges from $320,000 to $720,000. Mr. Della Penna's transaction completion bonus payment ranges from $260,000 to $585,000. Mr. Portaro's transaction completion bonus payment ranges from $120,000 to $270,000. In addition, each bonus payment is contingent upon the satisfaction of certain terms and conditions set forth in the respective Award Letters, including, but not limited to, (a) the successful completion of a Strategic Transaction resulting in a change of control, as determined by the Board, within the time period prescribed in the Award Letters and (b) the Awardee is an active, full-time employee of the Company, in good standing as determined in the reasonable discretion of the Board, on the Payment Date. A full-text copy of the Form of Transaction Completion Bonus Award Letter is available at https://tinyurl.com/y5aa8wa4 About Venus Concept Toronto, Ontario-based Venus Concept Inc. is an innovative global medical technology company that develops, commercializes, and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related practice enhancement services. The Company's aesthetic systems have been designed on a cost-effective, proprietary and flexible platform that enables the Company to expand beyond the aesthetic industry's traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. Venus Concept reported a net loss of $43.58 million in 2022 compared to a net loss of $22.14 million in 2021. As of Sept. 30, 2023, the Company had $98.92 million in total assets, $110.30 million in total liabilities, and a total stockholders' deficit of $12.17 million. Toronto, Canada-based MNP LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has reported recurring net losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. In its Quarterly Report for the three months ended Sept. 30, 2023, Venus Concept said the Company's recurring losses from operations and negative cash flows raise substantial doubt about the Company's ability to continue as a going concern within 12 months from the date that the unaudited condensed consolidated financial statements were issued. The global economy, including the financial and credit markets, has recently experienced extreme volatility and disruptions, including increasing inflation rates, rising interest rates, foreign currency impacts, declines in consumer confidence, and declines in economic growth. All these factors point to uncertainty about economic stability, and the severity and duration of these conditions on the Company's business cannot be predicted, and the Company cannot assure that it will remain in compliance with the financial covenants contained within its credit Facilities. VISTAGEN THERAPEUTICS: Point72 Asset, 2 Others Report 3% Stakes --------------------------------------------------------------- Point72 Asset Management, LP, Point72 Capital Advisors, Inc., and Steven A. Cohen disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that, as of December 31, 2023, they beneficially owned 822,334 822,334 shares of Common Stock issuable upon exercise of warrants of VistaGen Therapeutics, Inc., representing 3.0% of the shares outstanding. A full-text copy of the Report is available at https://tinyurl.com/5c88sjd9 About VistaGen Headquartered in San Francisco, California, VistaGen Therapeutics, Inc. -- http://www.vistagen.com-- is a biopharmaceutical company committed to developing and commercializing innovative medicines with the potential to go beyond the current standard of care for anxiety, depression, and other CNS disorders. VistaGen reported a net loss and comprehensive loss of $47.76 million for the fiscal year ended March 31, 2022, compared to a net loss and comprehensive loss of $17.93 million for the fiscal year ended March 31, 2021. As of Dec. 31, 2022, the Company had $29.71 million in total assets, $9.03 million in total liabilities, and $20.67 million in total stockholders' equity. In its Quarterly Report filed on February 7, 2023, Vistagen Therapeutics said it had cash and cash equivalents of approximately $25.0 million at December 31, 2022, which it believes will not be sufficient to fund its planned operations for the next 12 months, which raises substantial doubt regarding its ability to continue as a going concern. VISTEON CORP: S&P Upgrades ICR to 'BB' on Improved Credit Metrics ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Visteon Corp. to 'BB' from 'BB-'. The positive outlook reflects the potential that S&P could raise its rating if the company continues maintaining EBITDA margins in the low-teen percent area while expanding its scale and diversifying its customer base. The upgrade reflects Visteon's improved credit metrics, supported by stronger profitability and S&P's expectation of steadier and higher FOCF. Visteon's sales, margins, and cash flow generation continue to trend better than expectations. The company achieved better margins by improving its cost structure, lowering its engineering spend by scaling its architectures across customers, and mitigating inflated semiconductor costs through recovery agreements with automakers. Additionally, it accelerated its growth above the market with new technologies of higher-margin products such as digital clusters and its SmartCore cockpit domain controller. Visteon also benefited from customers' lower volatility due to the improving supply chain. As a result, its S&P Global Ratings-adjusted margins improved to 11.4% in 2023 from 9.1% in 2022. This reduced leverage to 1.2x in 2023 from 2.7x in 2021. S&P said, "Visteon's FOCF came in much stronger than our expectations at $142 million, principally due to improved margins and somewhat lower-than-expected capital spending. While we expect its capital spending to increase in the next couple years to about 3.8% of sales to support new programs, we now project its FOCF to debt will remain above 20%." The positive outlook on Visteon reflects the possibility of further upside to its rating if it continues to gradually improve its margins while further increasing its scale and diversifying its customer base. While global auto sales remain well below the pre-COVID-19 pandemic peak, Visteon's sales have grown much faster, with 2023 sales of nearly $4 billion compared with just below $3 billion in 2019. Some of the growth has been augmented by inflation in semiconductors, but the margin improvement over the same period reflects a better and more diverse mix of products that are less commoditized than some of its more legacy products such as smaller displays. The company increased its business wins in 2023 to $7.2 billion, with the majority coming from its SmartCore and infotainment products (37%) as well as electrification products (27%) like battery management systems. S&P said, "Still, we do expect slower adoption of electric vehicles, mainly in North America, will decelerate the company's rapid growth above its end markets to the mid-single-digit percent area over the next few years. The slower adoption of electrification products will also reduce margin growth below the company's 2026 targets, in our view, because it will be harder scale costs over lower volumes." Visteon also improved its customer diversity in the last few years. Its top three customers represent 43% of sales (Ford 22%, GM 12%, Volkswagen 9%). This is down from 56% in 2018. While concentration with Ford remains high, Visteon continues to attract new customers with its products. For an upgrade, S&P will look for Visteon to continue to demonstrate further customer diversification. S&P said, "The positive outlook reflects the potential that we could raise our rating if Visteon continues maintaining EBITDA margins in the low-teens percent area while expanding its scale and diversifying its customer base. "We could revise the outlook to stable if we expect Visteon cannot sustain its EBITDA margins near current levels in the low-teens percent area while growing faster than its end markets. This could be due to higher costs for new programs or more pronounced program volume reductions or delays. "We could upgrade Visteon if the company continues to maintain its margins at or above 2023 levels while also growing its scale and incrementally diversifying its customers and products." VMR CONTRACTORS: Wins Cash Collateral Access Thru March 29 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized VMR Contractors Inc. to use cash collateral on an interim basis in accordance with the budget and the terms of the Order entered March 1, 2023, through March 29, 2024. A further hearing on the matter is set for March 11 at 10 a.m. As previously reported by the Troubled Company Reporter, several entities may claim an interest in the Debtor's cash collateral. Those potential claimants are: 1. State of Illinois, which recorded state tax liens on April 28 and June 14, 2022, in the total amount of $32,346. 2. Internal Revenue Service, which recorded federal tax liens with the Illinois Secretary of State, including a lien November 16, 2016, in the amount of $424,956. Other tax liens also have been recorded; the IRS has asserted it is owed $819,234. The Debtor disputes a large portion of this amount, including an obligation from 2015 of $560,027, which appears to be clearly erroneous because it is wholly disproportionate to the Debtor's operations. 3. Old National Bank, whose predecessor, Bridgeview Bank Group, filed on August 1, 2018, a financing statement with the Illinois Secretary of State as document number 023614561. The amount owed to Old National is approximately $160,633. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=kAkafj from PacerMonitor.com. The Debtor projects $25,000 in estimated income and $24,120 in total expenses. About VMR Contractors VMR Contractors is in the business of supplying and installing rebar for road construction projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-14211) on December 8, 2022. In the petition signed by Vincent Roberson, president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Benjamin Goldgar oversees the case. William J. Factor, Esq., at Factor Law, is the Debtor's legal counsel. VTV THERAPEUTICS: Inks $50M Sales Agreement With TD Cowen --------------------------------------------------------- vTv Therapeutics Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 28, 2024, it entered into a sales agreement with Cowen and Company, LLC ("TD Cowen"), pursuant to which the Company may offer and sell, from time to time, through TD Cowen, as sales agent, shares of the Company's Class A common stock, par value $0.01 per share, having an aggregate offering price of up to $50.0 million. Pursuant to General Instruction I.B.6 of Form S-3, in no event will the Company sell securities registered on the registration statement relating to the ATM Offering with a value exceeding more than one-third of its public float in any 12-month period so long as its public float remains below $75.0 million. The Company is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, TD Cowen will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of the Nasdaq Stock Market, to sell shares from time to time based upon the Company's instructions, including any price, time or size limits specified by the Company. Under the Sales Agreement, TD Cowen may sell shares by any method deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. The Company will pay TD Cowen a commission equal to 3.0% of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements up to $75,000 and provide TD Cowen with customary indemnification and contribution rights. The Sales Agreement may be terminated by TD Cowen or the Company upon notice to the other party as provided in the Sales Agreement, or by TD Cowen at any time subject to certain conditions. The issuance and sale, if any, of the Shares by the Company under the Agreement will be made pursuant to the Company's effective registration statement on Form S-3 (File No. 333-254445), filed with the U.S. Securities and Exchange Commission on March 18, 2021, amended on April 9, 2021 and declared effective on April 20, 2021. The ATM Offering is described in the Company's Prospectus dated April 20, 2021, as supplemented by a Prospectus Supplement dated Feb. 28, 2024. Results of Operations and Financial Condition Preliminary Financial Results - Cash Balance as of December 31, 2023 Based upon preliminary estimates and information available to the Company, it expects to report that it had cash and cash equivalents of approximately $9.4 million as of Dec. 31, 2023. The preliminary cash balance presented above is not a comprehensive statement of the Company's financial position, and is subject to change following the completion of the Company's financial closing and independent auditor review procedures. Complete results will be included in the Company's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2023. Termination of Prior "At the Market" Equity Offering Program On Feb. 26, 2024, the Company terminated the Controlled Equity Offering Sales Agreement, dated as of April 24, 2020, by and between the Company and Cantor Fitzgerald & Co., in accordance with its terms. About vTv Therapeutics vTv Therapeutics Inc. is a clinical stage biopharmaceutical company focused on developing oral, small molecule drug candidates. vTv has a pipeline of clinical drug candidates led by cadisegliatin (TTP399), a potential adjunctive therapy to insulin for the treatment of type 1 diabetes. vTv's development partners are pursuing additional indications in type 2 diabetes, chronic obstructive pulmonary disease, renal disease, primary mitochondrial myopathy, and glioblastoma and other cancers and cancer treatment-related conditions. vTv Therapeutics reported a net loss attributable to the Company of $19.16 million for the year ended Dec. 31, 2022, compared to a net loss attributable to the Company of $12.98 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $28.83 million in total assets, $28.42 million in total liabilities, $19.60 million in redeemable noncontrolling interest, and a total stockholders' deficit of $19.19 million. Raleigh, North Carolina-based Ernst & Young LLP, the Company's auditor since 2000, issued a "going concern" qualification in its report dated March 6, 2023, citing that the Company has not generated any product revenue, has not achieved profitable operations, has insufficient liquidity to sustain operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. In its Quarterly Report for the period ended Sept. 30, 2023, vTv Therapeutics said its recurring losses, accumulated deficit and its current levels of cash and cash equivalents raise substantial doubt about its ability to continue as a going concern as of the date of the filing of the Quarterly Report. WC PARADISE: Files Amendment to Disclosure Statement ---------------------------------------------------- WC Paradise Cove Marina, L.P., WC Paradise Cove Marina, L.P., submitted an Amended Disclosure Statement describing Plan of Reorganization dated February 26, 2024. The Debtor has continued to operate post-bankruptcy, including collecting rents and accounts receivable as reflected in its Monthly Operating Reports. Under the Plan, Debtor will continue to manage and operate the Property and will make payments on secured and unsecured debt prior to paying off all debts via sale or refinance, which is projected to occur within approximately one year after the Effective Date of the Plan. Class 1 consists of the Allowed Secured Claim of Travis County. The allowed secured claim of Travis County shall be paid in accordance with Section 1129(a)(9)(c) of the Bankruptcy Code. Pursuant to the Debtor's agreement regarding use of cash collateral, as memorialized by the Court's Order entered February 5, 2024, outstanding Travis County taxes have been paid in full. With respect to Allowed Secured Tax Claims, the interest rate paid upon such Claims shall be the rate of interest determined under applicable non-bankruptcy law. Post-petition property taxes will be paid when such taxes become due and payable under the laws of the applicable taxing jurisdiction. Class 3 consists of the Allowed Secured Claims of Noteholder. AC's Allowed Secured Claim shall be paid in accordance with the terms set forth. The treatment involves, (a) cash proceeds from leasing and operations and (b) cash proceeds from sale of the Property or Refinancing. Notwithstanding anything to the contrary herein, AC shall have an Allowed Secured Claim in the amount of $4,783,891.00 ("New Principal Balance"), and the Debtor hereby waives the right to contest the amount of the claim, the extent, priority and validity of AC's liens, or to bring claims and causes of action first arising prior to the Petition Date related to the Note. * Cash Payments From Proceeds of Leasing: Beginning on the 5th day of the first month after the Effective Date, provided that the if the 5th day of the month falls on a weekend or legal holiday, the next business day, Debtor will pay to AC monthly payments in the amount of $47,839.002 and reflects an agreed interest rate of 12%. These payments will cover regular interest between the Effective Date and the Maturity Date. All remaining principal, interest, and costs will be due and payable on the 10th day of the month following one year from the effective date of the Plan ("Maturity Date"). Additionally, the ad valorem taxes accruing in 2024 and becoming due and payable on January 31, 2025, will be paid timely by the Debtor or its affiliate, which payment will not prime the lien of AC. * Cash from Proceeds of Refinancing or Sale: The remainder of the Secured Claim of AC after application of the payments made above will be paid from cash proceeds from the Refinancing or sale of all or a portion of the Property on or before the Maturity Date. Debtor may, consistent with section 1123(a)(5)(D) of the Bankruptcy Code, market and sell any or all of the Property. In the event of such a sale, AC will receive the amount of net proceeds from the sale of all or a portion of the Property after payment of customary closing costs (including broker's fees, title insurance fees, and other typical closing costs and taxes attributable to the Property) necessary to satisfy the remaining balance of the Loan in full. * Provisions Applicable to Treatment of Noteholder Claim including provisions that vary the terms of the Loan Documents. Except as modified herein, the Loan Documents, and all rights, obligations, and conditions contained therein, shall remain in full force and effect from and after the Effective Date. Like in the prior iteration of the Plan, each Allowed Unsecured Claim shall be paid in full within one year after the effective date at 8.5% interest, with payments to be made at the discretion of the debtor, and in no case any later than March 1, 2025. The plan will be implemented via the means indicated in Article V of the plan, including payments made from income of the Debtor in excess of that needed for payment of its monthly operating expenses, taxes, and other required expenditures. Additional funds will come from the sale or refinance of the property. Sale will be effectuated by a broker to be hired by the Debtor. At the hearing scheduled by the Bankruptcy Court for April 2, 2024, at 11:00 a.m., in the U.S. Bankruptcy Court, Courtroom #2, 903 San Jacinto Blvd., Texas 78701, the Bankruptcy Court will consider whether the Plan of Reorganization should be confirmed. A full-text copy of the Amended Disclosure Statement dated February 26, 2024 is available at https://urlcurt.com/u?l=m1kLwB from PacerMonitor.com at no charge. Counsel for the Debtor: HAYWARD PLLC Ron Satija, Esq. Todd Headden, Esq. 7600 Burnet Rd, Ste. 530 Austin, TX 78757 Telephone: (737) 881-7102 Email: rsatija@haywardfirm.com theadden@haywardfirm.com About WC Paradise Cove Marina WC Paradise Cove Marina, L.P., operates a marina on Lake Travis, which rents slips to clients to moor their boats. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10731-hcm) on Sept. 28, 2023. In the petition signed by Natin Paul, the Debtor disclosed up to $10 million in both assets and liabilities. Ron Satija, Esq., at Hayward PLLC, is the Debtor's legal counsel. WESCO AIRCRAFT: Seeks to Extend Plan Exclusivity to May 26 ---------------------------------------------------------- Wesco Aircraft Holdings Inc. and its debtor-affiliates asked the U.S. Bankruptcy Court for the Southern District of Texas to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to May 26 and July 25, 2024, respectively. The Debtors claim that the requested extension of the Exclusive Periods is necessary and appropriate to enable Incora to resolve the Uptier Litigation and move toward implementation of the RSA and First Modified Joint Chapter 11 Plan. The Uptier Litigation has lasted nearly eight months due to the indisputable complexity of the substantive legal and factual issues and the procedural complications of numerous overlapping complaints and competing standing motions. Nevertheless, the Uptier Litigation has progressed far enough that the end is in sight. Depending on the outcome of the ongoing trial, Incora expects to be able to obtain confirmation of the chapter 11 plan that creditors are currently voting on. Accordingly, the degree of progress in these Chapter 11 Cases demonstrates that ample cause exists to grant a second reasonable extension of the Exclusive Periods as requested by this Motion. The Debtors assert that the magnitude and complexity of Incora's businesses and capital structure have required Incora to navigate complex issues in their reorganization efforts and further substantiate the need for an extension of the Exclusive Periods. This factor weighs heavily in favor of extending exclusivity, since Incora is on track to emerge from bankruptcy soon after the confirmation hearing. The Debtors further assert that the extension of exclusivity will permit Incora to continue to operate as responsible stewards of their enterprise. Incora is paying its bills as they come due and will continue to do so. Suppliers and customers can continue to do business with Incora throughout the extended Exclusive Periods, confident in Incora's ability to perform services, deliver goods, and pay bills. Counsel to the Debtors: Charles A. Beckham, Jr., Esq. Patrick L. Hughes, Esq. Kelli S. Norfleet, Esq. HAYNES AND BOONE, LLP 1221 McKinney Street, Suite 4000 Houston, TX 77010 Telephone: 1 (713) 745-2000 E-mail: Charles.Beckham@HaynesBoone.com Patrick.Hughes@HaynesBoone.com Kelli.Norfleet@HaynesBoone.com - and - Dennis F. Dunne, Esq. Samuel A. Khalil, Esq. Benjamin M. Schak, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Telephone: 1 (212) 530-5000 E-mail: DDunne@Milbank.com SKhalil@Milbank.com BSchak@Milbank.com About Incora Incora -- http://www.incora.com/-- is the trade name for the group of companies formed by Wesco Aircraft and Pattonair, a provider of comprehensive supply chain management services to the global aerospace and other industries. Beginning with a strong foundation in aerospace and defense, Incora also utilizes its supply chain expertise to serve industrial manufacturing, marine, pharmaceutical and beyond. Incora incorporates itself into customers' businesses, managing all aspects of supply chain from procurement and inventory management to logistics and on-site customer services. The company is headquartered in Fort Worth, Texas, with a global footprint that includes 68 locations in 17 countries and more than 3,800 employees. Wesco Aircraft Holdings, Inc., doing business as Incora, and 43 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 23-90611) on June 1, 2023. Wesco Aircraft estimated assets and debt of $1 billion to $10 billion as of the bankruptcy filing. The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as bankruptcy counsels; PJT Partners, Inc. as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor; and Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and conflicts counsel. Kurtzman Carson Consultants, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP and Morrison Foerster, LLP as its counsel; Piper Sandler & Co. as investment banker; and Province, LLC as financial advisor. WOOD DUCK INN: Claims Will be Paid From Doty Financing ------------------------------------------------------ Wood Duck Inn II, LLC, filed with the U.S. Bankruptcy Court for the District of Maryland a Disclosure Statement to accompany Chapter 11 Plan of Reorganization dated February 26, 2024. The Debtor is a single member limited liability company organized under the laws of State Maryland on November 1, 2012. Alexander Chase Doty owns 100% of the membership interest. In its first month of existence, on November 14, 2012, the Debtor purchased real estate located at 21490 Dogwood Harbor Road, Tilghman Island, Talbot County, Maryland, (the "Property"). Since that time, Doty has used the Property as his primary residence and for no other purposes. In October of 2016, the Debtor (as a co-borrower) borrowed a loan in the amount of $75,000 from a creditor secured by an interest in the Property. A dispute subsequently arose between the Debtor and its creditor regarding that loan, its payments, and balance due. On August 11, 2020, the Debtor's first bankruptcy case was dismissed on motion of the US Trustee for, among other things, failure to file a Disclosure Statement. Litigation resumed regarding the same loan in state court on October 28, 2022 by way of a foreclosure action at John Ansell, et al. vs. Tilghman Island Operations, LLC, et al., C-20-CV22-000129, which was stayed by this Chapter 11 case. It is this litigation, and the Debtor's dispute with the claimants in that litigation regarding the amount and validity of liens, interests, and amounts due that are the subject of the pending Adversary Proceeding in this Chapter 11 case. Generally, in this case, the Debtor's source of funds for the payment of any payments under the plan are those funds supplied to it by Doty. However, the Debtor reserves the right to obtain Debtor-in-possession financing as appropriate and necessary in this Chapter 11 case pursuant to Section 364 of the Bankruptcy Code. There is not otherwise, with minor exceptions, any other assets or revenues that the Debtor will utilize in this Chapter 11 case to pay creditors. Class 3 consists of General Unsecured Claims. The Debtor is unaware of any existing general unsecured claims. This class will consist of Murray's claim to the extent that it is bifurcated between secured and unsecured portion, any amount allowed from Claim #3 to the extent that it is fully or partially avoided as a secured interest in the Property, and any other general unsecured claims neither schedule nor expected. The Debtor expects no distribution to Class 3 Claims. This class is impaired by the Plan. The Adversary Proceeding will dispose of the controversy surrounding the amount of the debt owed relative to, and the validity of any lien regarding Claim #3. It is the Adversary Proceeding that will set the course of Chapter 11 Plan distributions and their amounts to either Murray, or WBL, or both. Upon that determination, the Debtor will make distributions based on funding itself as it has always done, by way of the personal revenues and incomes of Doty. A full-text copy of the Disclosure Statement dated February 26, 2024 is available at https://urlcurt.com/u?l=4sKV8l from PacerMonitor.com at no charge. Counsel for the Debtor: Tate M. Russack, Esq. RLC Lawyers and Consultants 7999 N. Federal Hwy., Ste. 102 Boca Raton, FL 33487 Annapolis MD 21403 Tel: (561) 571-9610 Fax: (800) 883-5692 About Wood Duck Inn II Wood Duck Inn II, LLC, owns real estate property located at 21490 Dogwood Harbor Road, Tilghman Island, Md. The property is valued at $300,000. Wood Duck Inn II filed its voluntary petition for Chapter 11 protection (Bankr. D. Md. Case No. 23-14274) on June 16, 2023, with $300,000 in assets and $1,344,952 in liabilities. Alexander Chase Doty, owner, signed the petition. Tate M. Russack, Esq., at RLC Lawyers and Consultants, serves as the Debtor's legal counsel. WOODLAND PLACE: Seeks to Hire NAI Pensacola as Real Estate Broker ----------------------------------------------------------------- Woodland Place Apartments LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ NWFL Commercial Properties, LLC d/b/a NAI Pensacola as its broker. The firm will render these services: a. use its expertise and experience to market the property located at 8221 Pittman Avenue, Pensacola, Florida to qualified bidders; b. prepare all necessary marketing materials and disclosures for distribution to prospective purchasers and respond to due diligence requests; c. investigate and verify potential purchasers; d. solicit bona fide offers to purchase the property for consideration by the Debtor in conjunction with a bidding procedures motion and sale motion to be filed with this Court; e. receive a commission on the gross purchase price. The broker will receive compensation in the amount of 5 percent of the gross purchase price if sale price is less than $5 million or 6 percent if the gross purchase price is $5 million or greater. NAI is disinterested as defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Dee Dee Davis NWFL Commercial Properties, LLC d/b/a NAI Pensacola 8221 Pittman Ave Pensacola, FL 32534 About Woodland Place Apartments LLC Woodland Place is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Woodland Place Apartments LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 24-30073) on February 1, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Premnauth Rabindranauth, Manager of Prem & Mary Investments, LLC MRG. Edward J. Peterson, III, Esq. at Johnson Pope Bokor Ruppel & Burns, LLP represents the Debtor as counsel. XPRESS MEDIA: Court Rejects Disclosures With Out Prejudice ---------------------------------------------------------- Judge Laurel M. Isicoff has entered an order denying without prejudice the approval of disclosure statement of Xpress Media Printing LLC. The Debtor will have 45 days from the date of the hearing on Jan. 31, 2024, specifically March 16, 2024, to file an Amended Disclosure Statement and the Chapter 11 Plan. About Xpress Media Xpress Media owns a commercial building and adjacent parking lot located at 400-420 S State Rd 7, Plantation, FL valued at $807,740. The Debtor also owns another commercial building located at 748 NW 22 Rd, Ft Lauderdale, FL valued at $368,360. Xpress Media Printing LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-18258) on Oct. 10, 2023. The petition was signed by Ricardo T. Rutherford as manager. At the time of filing, the Debtor estimated $1,179,000 in assets and $356,000 in liabilities. Judge Laurel M. Isicoff presides over the case. Drake Ozment, Esq. at OZMENT LAW, PA, is the Debtor's counsel. [^] BOND PRICING: For the Week from Feb. 26 to March 1, 2024 ------------------------------------------------------------ Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 2U Inc TWOU 2.250 46.250 5/1/2025 99 Escrow Issuer Inc NDN 7.500 33.130 1/15/2026 99 Escrow Issuer Inc NDN 7.500 33.130 1/15/2026 99 Escrow Issuer Inc NDN 7.500 33.130 1/15/2026 Acorda Therapeutics Inc ACOR 6.000 55.618 12/1/2024 Amyris Inc AMRS 1.500 3.260 11/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 1.250 8/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 1.250 8/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 1.250 8/15/2026 At Home Group Inc HOME 7.125 30.500 7/15/2029 At Home Group Inc HOME 7.125 28.649 7/15/2029 Audacy Capital Corp CBSR 6.750 3.375 3/31/2029 Audacy Capital Corp CBSR 6.500 3.375 5/1/2027 Audacy Capital Corp CBSR 6.750 3.438 3/31/2029 Azul Secured Finance LLP AZUBBZ 11.500 82.648 5/28/2029 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Biora Therapeutics Inc BIOR 7.250 57.893 12/1/2025 Cano Health LLC CANHEA 6.250 7.697 10/1/2028 Cano Health LLC CANHEA 6.250 7.697 10/1/2028 Citigroup Global Markets Holdings Inc/United States C 8.300 75.000 5/25/2037 Citizens Financial Group CFG 6.375 94.750 N/A CommScope Inc COMM 8.250 44.882 3/1/2027 CommScope Inc COMM 8.250 44.376 3/1/2027 CommScope Technologies COMM 5.000 39.016 3/15/2027 CommScope Technologies COMM 5.000 37.789 3/15/2027 Cornerstone Chemical Co CRNRCH 10.250 30.513 9/1/2027 Curo Group Holdings Corp CURO 7.500 22.728 8/1/2028 Curo Group Holdings Corp CURO 7.500 27.776 8/1/2028 Curo Group Holdings Corp CURO 7.500 9.579 8/1/2028 Cutera Inc CUTR 2.250 24.000 6/1/2028 Cutera Inc CUTR 4.000 22.250 6/1/2029 Cutera Inc CUTR 2.250 40.875 3/15/2026 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 5.150 9.887 3/15/2042 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 4.450 95.723 4/1/2024 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.000 12.300 8/15/2040 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.350 11.417 3/15/2040 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 5.150 9.887 3/15/2042 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 5.150 9.887 3/15/2042 Danimer Scientific Inc DNMR 3.250 7.250 12/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 5.938 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 6.000 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 3.250 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 4.875 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 5.488 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 4.700 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 6.000 8/15/2026 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.021 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.021 1/15/2023 Energy Conversion Devices Inc ENER 3.000 0.762 6/15/2013 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 37.626 1/15/2026 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 37.212 1/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 27.500 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 26.822 7/15/2026 Federal Farm Credit Banks Funding Corp FFCB 0.250 97.407 3/1/2024 Federal Farm Credit Banks Funding Corp FFCB 5.125 99.830 2/28/2024 Federal Home Loan Banks FHLB 4.950 98.964 3/28/2024 Federal Home Loan Banks FHLB 1.570 98.581 3/28/2024 Federal Home Loan Banks FHLB 5.140 99.411 2/28/2024 First Republic Bank/CA FRCB 4.375 5.108 8/1/2046 First Republic Bank/CA FRCB 4.625 4.799 2/13/2047 First Southwest Corp/MS FRSTSW 6.350 80.705 6/1/2029 First Southwest Corp/MS FRSTSW 6.350 80.705 6/1/2029 Fisker Inc FSR 2.500 6.750 9/15/2026 GNC Holdings Inc GNC 1.500 0.802 8/15/2020 Goodman Networks Inc GOODNT 8.000 5.000 5/11/2022 Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 Gossamer Bio Inc GOSS 5.000 39.318 6/1/2027 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 4.250 6/1/2026 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 8.250 6/1/2026 Hallmark Financial Services Inc HALL 6.250 16.204 8/15/2029 HomeStreet Inc HMST 3.500 34.678 1/30/2032 Homer City Generation LP HOMCTY 8.734 38.750 10/1/2026 Inseego Corp INSG 3.250 36.750 5/1/2025 Invacare Corp IVC 5.000 0.584 11/15/2024 Invacare Corp IVC 4.250 0.580 3/15/2026 JPMorgan Chase & Co JPM 3.050 100.000 3/6/2024 JPMorgan Chase Bank NA JPM 2.000 87.030 9/10/2031 Karyopharm Therapeutics KPTI 3.000 54.750 10/15/2025 Ligado Networks LLC NEWLSQ 15.500 16.500 11/1/2023 Ligado Networks LLC NEWLSQ 15.500 18.250 11/1/2023 LivePerson Inc LPSN 0.750 99.700 3/1/2024 Luminar Technologies Inc LAZR 1.250 36.000 12/15/2026 MBIA Insurance Corp MBI 16.836 4.430 1/15/2033 MBIA Insurance Corp MBI 16.836 4.000 1/15/2033 Macy's Retail Holdings M 6.700 82.325 7/15/2034 Macy's Retail Holdings M 6.900 86.100 1/15/2032 Mashantucket Western Pequot Tribe MASHTU 7.350 47.000 7/1/2026 Morgan Stanley MS 1.800 75.473 8/27/2036 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Photo Holdings Merger Sub Inc SFLY 8.500 45.579 10/1/2026 Photo Holdings Merger Sub Inc SFLY 8.500 45.579 10/1/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 21.162 5/15/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 22.214 5/15/2026 Porch Group Inc PRCH 0.750 43.500 9/15/2026 Rackspace Technology Global Inc RAX 5.375 30.030 12/1/2028 Rackspace Technology Global Inc RAX 5.375 29.778 12/1/2028 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rite Aid Corp RAD 7.700 3.000 2/15/2027 Rite Aid Corp RAD 6.875 5.857 12/15/2028 Rite Aid Corp RAD 6.875 5.857 12/15/2028 Roche Holdings Inc ROSW 5.598 99.070 3/5/2024 RumbleON Inc RMBL 6.750 57.040 1/1/2025 SBL Holdings Inc SECBEN 7.000 77.250 N/A SBL Holdings Inc SECBEN 7.000 66.000 N/A SVB Financial Group SIVB 4.000 1.750 N/A SVB Financial Group SIVB 4.100 1.750 N/A SVB Financial Group SIVB 3.500 67.000 1/29/2025 SVB Financial Group SIVB 4.250 1.750 N/A SVB Financial Group SIVB 4.700 1.500 N/A Shift Technologies Inc SFT 4.750 1.150 5/15/2026 Spanish Broadcasting System Inc SBSAA 9.750 53.300 3/1/2026 Spanish Broadcasting System Inc SBSAA 9.750 54.030 3/1/2026 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Textron Inc TXT 4.300 99.956 3/1/2024 Tricida Inc TCDA 3.500 9.842 5/15/2027 Veritone Inc VERI 1.750 28.375 11/15/2026 Virgin Galactic Holdings Inc SPCE 2.500 35.782 2/1/2027 Voyager Aviation Holdings LLC VAHLLC 8.500 28.000 5/9/2026 Voyager Aviation Holdings LLC VAHLLC 8.500 28.000 5/9/2026 Voyager Aviation Holdings LLC VAHLLC 8.500 28.000 5/9/2026 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 4.313 7/10/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 4.250 7/10/2025 WeWork Cos US LLC WEWORK 11.000 18.543 8/15/2027 WeWork Cos US LLC WEWORK 7.875 4.500 5/1/2025 WeWork Cos US LLC WEWORK 15.000 31.726 8/15/2027 WeWork Cos US LLC WEWORK 7.875 5.063 5/1/2025 WeWork Cos US LLC WEWORK 12.000 3.271 8/15/2027 WeWork Cos US LLC WEWORK 15.000 31.726 8/15/2027 WeWork Cos US LLC WEWORK 11.000 18.543 8/15/2027 Wesco Aircraft Holdings WAIR 9.000 9.750 11/15/2026 Wesco Aircraft Holdings WAIR 8.500 27.938 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 3.000 11/15/2027 Wesco Aircraft Holdings WAIR 8.500 23.063 11/15/2024 Wesco Aircraft Holdings WAIR 9.000 24.037 11/15/2026 Wesco Aircraft Holdings WAIR 13.125 3.000 11/15/2027 Wheel Pros Inc WHLPRO 6.500 27.012 5/15/2029 Wheel Pros Inc WHLPRO 6.500 29.995 5/15/2029 ********* 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 ***