/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240314.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, March 14, 2024, Vol. 28, No. 73 Headlines 11824 OCEAN PARK: Plan Exclusivity Period Extended to April 1 1ST & 2ND CHANCE: Unsecured Creditors to Split $15K in Plan 26 BOWERY: Wins Suit vs. Stephen Ng over Apartment Lease 292 DEKALB: Seeks to Hire Michael L. Previto as Legal Counsel ALL AMERICA TRADING: Unsecureds to be Paid in Full over 60 Months ALTISOURCE PORTFOLIO: Incurs $56.1 Million Net Loss in 2023 AMTECH SYSTEMS: Grant Thornton Out, KPMG In as Auditor ARTIFICIAL INTELLIGENCE: Unit Achieves Record Revenue in February AULT ALLIANCE: Reaches $2M Notes Purchase Deal With 2 Investors AULT ALLIANCE: Sells Add'l $500K Worth of Securities to Ault & Co. AZZ INC: Moody's Affirms 'Ba3' CFR, Outlook Remains Stable BEAZER HOMES: S&P Rates New $250MM Unsecured Senior Notes 'B+' BETTER POOL: Files Emergency Bid to Use Cash Collateral BH&G HOLDINGS: Seeks to Tap Johnson & Gubler as Bankruptcy Counsel BLINK CHARGING: Establishes Maryland Global Corporate Headquarters BRIGHTSPHERE INVESTMENT: Moody's Affirms 'Ba1' CFR, Outlook Stable BRITELAB INC: Seeks to Hire B. Riley Services as Financial Advisor CANO HEALTH: $150MM Wilmington Savings DIP Loan Has Final OK CANO HEALTH: Holds 20.1% of MSP's Class A Shares as of March 1 CAPREF LLOYD: Seeks to Hire Hilco Real Estate as Broker CARPENTER TECHNOLOGY: Fitch Alters Outlook on 'BB' IDR to Positive CENTERPOINT RADIATION: No Patient Care Concern, 3rd PCO Report Says CHALLENGE MULTIFAMILY: Seeks to Tap Nextgen as Real Estate Agent CHARITY TOWING: Seeks to Hire Allan D. NewDelman as Legal Counsel CHESANING MFG: Unsecureds to Get Share of Income for 5 Years CHROMALLOY CORP: S&P Assigns 'B' ICR, Outlook Stable CLARKE GIBSON: Court OKs Interim Cash Collateral Access CLEAN ENERGY: To Sell $280,500 Convertible Note at 9% Discount DEALER ACCESSORIES: Trustee Taps Rubin & Levin as Legal Counsel DIOCESE OF SYRACUSE: Amends Abuse Claims Pay Details DISTRIBUIDORA NARANJITO: Hires Modesto Bigas Law Office as Counsel DIXON HOLDINGS: Hires Re/Max Palm Realty as Real Estate Broker DUSOBOX CORPORATION: Hires Nardella & Nardella as Legal Counsel EMERGENT BIOSOLUTIONS: S&P Lowers ICR to 'CCC+', On Watch Negative ENTEGRIS INC: Moody's Affirms 'Ba1' CFR & Alters Outlook to Stable ENVIVA INC: Case Summary & 30 Largest Unsecured Creditors ENVIVA INC: Files for Chapter 11 to Facilitate Restructuring EQM MIDSTREAM: Moody's Puts 'Ba3' CFR on Review for Upgrade EQUITRANS MIDSTREAM: S&P Places 'BB-' ICR on Watch Developing EXTERIOR CONSTRUCTION: Hires Patino King and Yost as Counsel FLEETNURSE INC: Seeks to Hire Elevate Law as Bankruptcy Counsel FRG ENTERPRISES: Continued Operations to Fund Plan FTX TRADING: U.S. Trustee Appoints Robert Cleary as Examiner GAUCHO GROUP: Unveils Enhanced Website for Algodon Wine Estates GILLIAM CONSTRUCTION: Wins Cash Collateral Access on Final Basis GLEMAUD MANAGEMENT: Case Summary & Six Unsecured Creditors GLOBAL DWELLING: Unsecureds Will Get 2% of Claims over 3 Years GLOBAL FERTILITY: No Decline in Patient Care, 3rd PCO Report Says GOEROE'S GOLDENS: Seeks to Hire Nicholson PC as Bankruptcy Counsel GOTO GROUP: S&P Raises ICR to 'CCC+' Following Below Par Exchange GREENIDGE GENERATION: Expands Capacity With 40 MW of Low-Cost Power GUARDIAN FUND: Plan Exclusivity Period Extended to April 2 HAWAIIAN ELECTRIC: S&P Affirms 'B-' ICR, Outlook Negative HAYAT BAKHT: Seeks to Hire Narissa A. Joseph as Bankruptcy Counsel HELLER EHRMAN: Court Rules on VLGI Defendants' Motions to Dismiss HERO'S HEATING: Court OKs Interim Cash Collateral Access HOW TO GET: Seeks to Hire Roderick Linton Belfance as Counsel HUMBLE & FUME: Ontario Court Grants Two Approval, Vesting Orders INFINERA CORP: Releases Preliminary Q4 2023 Results INNOVATE CORP: Commences $19M Rights Offering for Common Shares INNOVEREN SCIENTIFIC: Files 510(k) With FDA for SkinDiscTM Lite INTELLIPHARMACEUTICS: OSC Issues General 'Failure to File' CTO IRONCLAD PRESSURE: Files Emergency Bid to Use Cash Collateral JAGUAR HEALTH: Swaps 10M Common Shares for 40 Preferred Shares KENMORE2 LA: Voluntary Chapter 11 Case Summary KESTRA ADVISOR: Moody's Affirms B3 CFR, Outlook Stable KEVIN CONCANNON: Seeks to Extend Plan Exclusivity to May 28 KING ASSET: Seeks to Hire Richard S. Feinsilver as Legal Counsel LA PKWY 2: Seeks to Tap Venezia and Associates as Special Counsel LIFOD HOME: No Patient Care Complaints, 3rd PCO Report Says LIGHTNING EMOTORS: C&C Completes Sale; April 8 Claim Deadline Set LIVINGSTON TOWNSHIP: Hires Jernigan Copeland as Special Counsel LONGSHORE MIDCO: S&P Alters Outlook to Positive, Affirms 'B-' ICR MATTHEW 19:26: Seeks to Hire Larry S. Hyman CPA as CRO MATTHEW 19:26: Seeks to Hire Tranzon Driggers as Auctioneer MCMULLEN CONSTRUCTION: Seeks to Use $14,489 of Cash Collateral MFG PRESTIGE: Taps McManimon Scotland & Baumann as Legal Counsel MICHIGAN MEDICAL: Quality of Care Maintained, PCO Reports MINERALS TECHNOLOGIES: Moody's Affirms 'Ba2' CFR, Outlook Stable MINIM INC: Hikes Authorized Common Shares to 70 Million MMA TRANSMEDIC: Seeks Approval to Hire Tamarez CPA as Accountant MOVING & STORAGE: Seeks to Hire Haydon US as Financial Advisor MOVING & STORAGE: Trustee Taps Wood & Jones as Bankruptcy Counsel MOZ CORP: Wins Interim Cash Collateral Access NATIONWIDE CARGO: Case Summary & 16 Unsecured Creditors NORMAN REGIONAL: Moody's Downgrades Long Term Bond Ratings to Ba1 NY COMMUNITY BANCORP: Moody's Puts 'B3' Issuer Rating on Review ORIGINAL TRADERS: Gen7 Mulls Legal Options Against KPMG OUTLOOK THERAPEUTICS: Seven Proposals Approved at Annual Meeting PALEO ON THE GO: Seeks Cash Collateral Access PANACEA LIFE: Settles to Convert $100K Into 666,000 Common Shares PERFORCE INTERMEDIATE: S&P Affirms 'B-' ICR on Delphix Acquisition PINNACLE GRINDING: Wins Interim Cash Collateral Access PRE-PAID LEGAL: Moody's Affirms B3 CFR & Cuts First Lien Debt to B3 PRESTO AUTOMATION: Inks Forbearance Deal With Metropolitan Partners PROVIZOR FEDERAL: Lender Seeks to Prohibit Cash Collateral Access PYRAMID INVESTMENT: Voluntary Chapter 11 Case Summary QUALITY ASSURANCE: Continued Operations to Fund Plan Payments ROOSEVELT PROPERTIES: Case Summary & Two Unsecured Creditors RUSSELL INVESTMENTS: S&P Alters Outlook to Neg., Affirms 'B+' ICR SHIFT TECHNOLOGIES: Hires Arch & Beam Global as Transition Advisor SMALLHOLD INC: Hires Epiq Corporate as Administrative Advisor SMALLHOLD INC: Taps Pashman Stein Walder as Bankruptcy Counsel SOLARIS MARKETING: Unsecureds to Split $18K in Subchapter V Plan SPIRIT AIRLINES: Terminates Merger Agreement With JetBlue STATEN ISLAND JEWISH: Plan Exclusivity Period Extended to May 16 STATION CASINOS: Moody's Rates New $750MM Sr. Unsecured Notes 'B3' STUDIOKAZA MOBILI: Court OKs Cash Collateral Access on Final Basis SUNPOWER CORP: Board OKs Discretionary Cash Bonuses to Execs TICOAT INC: Seeks $150,000 DIP Loan TIFFANY HOLDING: Court OKs Interim Cash Collateral Access TJC SPARTECH: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative TNRE 6 LLC: Moody's Lowers Rating on 2022 Lease Bonds to Ba3 TRINSEO PLC: SVP Yang Arthas Bing Holds 25,752 Ordinary Shares TROIKA MEDIA: Closes Sale of Assets to BTC Converge Buyer TRUIST INSURANCE: Moody's Assigns B3 CFR & Rates New $4BB Loan B2 TWO INDEPENDENCE: Moody's Cuts Rating on 2022 Revenue Bonds to Ba2 UA LEASING: Unsecureds Will Get 1% of Claims over 5 Years UNITED RENTALS: Moody's Affirms Ba1 CFR & Rates New $1BB Notes Ba2 VIAVI SOLUTIONS: Moody's Puts 'Ba2' CFR on Review for Downgrade VIRGIN ORBIT: Hampel's Motion to Revoke Confirmation Order Denied VISTEON CORP: Moody's Raises CFR & Senior Secured Debt to Ba2 VISTRA ZERO: Moody's Rates New $700MM Sr. Secured Term Loan 'Ba2' VIVAKOR INC: Signs Merger Agreement With Empire Diversified Energy WALL DECOR: Hires Accounting Services Unlimited as Accountant WESCO AIRCRAFT: Plan Exclusivity Period Extended to May 26 WESTERN CONCRETE: Hires Murchison & Cumming as Special Counsel WESTERN CONCRETE: Taps International Practice as Special Counsel Z NEWS SERVICES: Public Sale Auction Set for March 28 [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 11824 OCEAN PARK: Plan Exclusivity Period Extended to April 1 ------------------------------------------------------------- Judge Deborah J. Saltzman of the U.S. Bankruptcy Court for the Central District of California extended 11824 Ocean Park Partners, LLC's exclusive periods to file its plan of reorganization, and solicit acceptances thereof to April 1 and June 1, 2024, respectively. 11824 Ocean Park Partners, LLC is represented by: 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 11824 Ocean Park Partners 11824 Ocean Park Partners LLC in Los Angeles, CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-16465) on October 3, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Ronald L. Meer as president of Bear Capital Partners, Inc., the Managing Member of Ocean Park Manager, LLC, the Managing Member of the Debtor, signed the petition. Judge Deborah J. Saltzman oversees the case. RHM LAW, LLP serve as the Debtor's legal counsel. 1ST & 2ND CHANCE: Unsecured Creditors to Split $15K in Plan ----------------------------------------------------------- 1st & 2nd Chance Furniture, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a First Amended Chapter 11 Plan of Reorganization dated March 5, 2024. The Debtor was formed in 2007, and is a furniture store located at 3245 Gallatin Pike in Nashville, Tennessee. The business is solely owned by Robert Holt. The Debtor's cash flow during the winter months of 2020-21 was delayed due to the Covid pandemic loss of income. In order to increase revenue, the Debtor advanced funds for Mr. Holt's grandson trucking business. Further, the Debtor's request for forgiveness of the PPP loan was denied. These actions caused the Chapter 11 filing. This Plan of Reorganization proposes to pay the creditors of the Debtor from cash flow from business operations and future income of the Debtor. Class 5 shall consist of the allowed unsecured claims not entitled to priority and not expressly included in the definition of any other class. The claims in this class shall be paid a pro-rate distribution of $15,000.00 commencing on the Effective Date of the plan, payable at the rate of $250.00 per month, until the total amount specified herein has been paid. This Class is impaired. The Debtor will retain all ownership rights in property of the estate. The Debtor anticipates the funds to meet the plan payments shall come from the daily operations of the Debtor's retail business selling furniture. Except as otherwise expressly provided in the Plan, Confirmation of the Plan shall vest all the property of the Debtor's estate in the Debtor. A full-text copy of the First Amended Plan dated March 5, 2024 is available at https://urlcurt.com/u?l=MlZ24O from PacerMonitor.com at no charge. Counsel to the Debtor: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, TN 37219 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: slefkovitz@lefkovitz.com About 1st & 2nd Chance 1st & 2nd Chance Furniture, Inc., was formed in 2007, and is a furniture store located at 3245 Gallatin Pike in Nashville, Tennessee. The Debtor filed Chapter 11 petition (Bankr. M.D. Tenn. Case No. 23-02597) on July 21, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Glen Watson, Esq., at Watson Law Group, PLLC has been appointed as Subchapter V trustee. Steven L. Lefkovitz, Esq., at Lefkovitz and Lefkovitz, PLLC, is the Debtor's legal counsel. 26 BOWERY: Wins Suit vs. Stephen Ng over Apartment Lease -------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York entered a Memorandum Opinion and Order granting judgment of possession and directing payment of unjust enrichment and converted funds in a lease dispute involving debtors 26 Bowery LLC and 2 Bowery Holding, LLC, and defendant Steven Ng. The Debtors assert 11 causes of action against the Defendant. Ng is a party to a three-year lease for Apartment 4 at 2 Bowery, New York, NY 10013. The Defendant, along with his brother Wilson Ng, are co-members and managers of the Debtors. The Defendant concedes that the Lease, which provides for a monthly rent of $550, established rent that is substantially less than market rate and the amount recited on the 2 Bowery Certified Rent Roll. The Defendant indicates that he and Wilson Ng signed the Lease, but the terms of the Lease were never enforced. The Defendant admitted that he did not pay rent, the security deposit, or register utilities in his name as required under the Lease. The Debtors allege the Defendant was in receipt of "numerous Cash Transfers" that the Defendant failed to turn over to the Debtors. At the close of trial, the Debtors filed the Statement of Calculations, which indicates that with respect to their claim for conversion on account of the Cash Transfers, the Defendant was in receipt of $103,035 of the Debtors' funds. The Cash Transfers, which span May 3, 2019 through April 5, 2022, consist of transactions to the Defendant from (i) a Debtor bank account or (ii) the Chouk King Co. Chase bank account -- the account of the former owner of 2 Bowery that the Defendant and Wilson Ng admittedly still use. On July 21, 2023, the Debtors filed the Complaint, commencing this adversary proceeding. They seek (i) an immediate judgment possession of the Apartment with a warrant of eviction or writ of assistance and immediate execution of the same with respect to Counts I, II, and III; (ii) an order and judgment avoiding the Lease as an actual or constructive fraudulent conveyance and deeming the Cash Transfers to be the same (Count III); (iii) an order and judgment for conversion of the Debtors' cash in the amount of $103,035 on account of the Cash Transfers (Count VII); (iv) an order and judgment for unjust enrichment in the amount of $34,515 with respect to the Lease and unjust enrichment with respect to the Cash Transfers in an unspecified amount (Count VIII); and (v) an order and judgment for civil conspiracy in the amount of $444,573 to $1,808,979 (Count IX). Since the initial filing of the Complaint, the Debtors have narrowed the relief sought to (i) a declaratory judgment that the Lease is void ab initio (Count I) or, to the extent it exists and is valid, is rescinded (Count II); (ii) an order and judgment avoiding the Lease and deeming all transfers of cash of the Debtors (the "Cash Transfers") to the Defendant as actual or constructive fraudulent conveyances (Count III); (iii) an order and judgment for conversion of the Debtors' cash in the amount of $103,035 on account of the Cash Transfers (Count VII); (iv) an order and judgment for unjust enrichment in the amount of $34,515 with respect to the Lease and unjust enrichment with respect to the Cash Transfers in an unspecified amount (Count VIII); and (v) an order and judgment for civil conspiracy in the amount of $444,573 to $1,808,979. With respect to Counts I, II, and III, the Debtors are also seeking an immediate judgment possession of the Apartment with a warrant of eviction or writ of assistance and immediate execution of the same. On October 13, 2023, the Defendant filed the Answer, opposing the relief sought and asserting 11 affirmative defenses in response to all claims asserted. The relevant affirmative defenses are: (i) failure to state a cause of action as to all counts; (ii) barred by doctrine of laches as to all counts; (iii) to the extent the Lease was previously terminated through an action for eviction or ejectment, dismissal for lack of any justiciable controversy as to Counts I and II; (iv) to the extent any recovery for any voided transfer was previously made pursuant to 11 U.S.C. Sec. 544, the Debtors are entitled only to a single satisfaction of debt as to Count III; (v) time-barred by the applicable statute of limitations as to Count III; and (vi) inapplicability of the alleged governing statutes since the Defendant is "not a debtor of the Plaintiff[s]" as to Count III. No affirmative defenses were raised as to Counts VII, VIII, and IX. The Court grants (i) with respect to Count I, a judgment of possession in favor of the Debtors and against the Defendant, to take immediate possession of the Apartment; (ii) with respect to Count VII, a judgment in favor of the Debtors and against the Defendant in the amount of $103,035; (iii) with respect to Count VIII, a judgment in favor of the Debtors and against the Defendant in the amount of $19,250 for unjust enrichment; and (iv) with respect to Count IX, a judgment in favor of the Defendant and against the Debtors. Finally, with respect to the affirmative defenses, the Court grants a judgment dismissing the Defendant's affirmative defenses. For avoidance of doubt, all occupants of the Apartment must immediately vacate the Apartment. The Court finds that the consideration of the totality of the evidence supports the conclusion that the Lease is unenforceable given the parties' lack of intent to be bound. Despite the Defendant's nonpayment and otherwise compliance with the terms of the Lease, neither Wilson Ng nor Steven Ng ever enforced the terms of the Lease. Given that the Lease is unenforceable, the Court grants judgment for the Debtors on Count I, which seeks declaratory judgment that the Lease is void ab initio, as well as an immediate judgment of possession of the Apartment with a warrant of eviction or writ of assistance granting immediate possession. As the Lease is deemed void and the Defendant has otherwise enjoyed the benefits of the Property without admittedly paying any rent, the Plaintiffs are entitled to judgment for unjust enrichment in the amount of $19,250. The Court also holds the Defendant is liable for conversion of the Cash Transfers in the amount of $103,035 as set forth in the Statement of Calculations. Under New York law, conversion is established where (i) a plaintiff maintains a possessory right or interest in the property and (ii) the defendant's dominion over the property or interference with it is "in derogation of plaintiff's right." The Defendant has not offered anything to suggest that the Cash Transfers are not property of the Debtors. Accordingly, the Debtors maintain a possessory interest in the Cash Transfers and the first element of conversion is satisfied. Second, it is undisputed that the Defendant has not returned the funds comprising the Cash Transfers to the Debtors, in which the Debtors maintain a possessory interest. Additionally, the Debtors have requested that the funds be returned, which the Defendant has not yet done. Therefore, as the Defendant's possession of the Cash Transfers has interfered with the Debtors' possessory rights, the second element of conversion is also satisfied. The Defendant has not offered any argument, facts, or evidence in support of the relevant affirmative defenses asserted. Therefore, the Defendant has not carried his burden with respect to any of the affirmative defenses. The lease dispute is styled, is 26 BOWERY LLC and 2 BOWERY HOLDING LLC, Plaintiff, v. STEVEN NG, Defendant, Case No. 22-10412 and 22-10413 (Bankr. S.D.N.Y.). A copy of the Court's decision dated March 6, 2024, is available at https://tinyurl.com/4asd72kk Special Litigation Counsel for Plaintiffs: Gary O. Ravert, Esq. RAVERT PLLC 16 Madison Square West, Floor 12, #269 New York, NY 10010 Attorney for Defendant Steven Ng: Robert S. Lewis, Esq. LAW OFFICES OF ROBERT S. LEWIS, P.C. 53 Burd Street Nyack, NY 10960 About 26 Bowery 26 Bowery, LLC is the owner of the real property and improvements located at 26 Bowery, N.Y. The property is a mixed-use commercial property located in Manhattan's Chinatown neighborhood. 26 Bowery and its affiliate, 2 Bowery Holding, LLC, filed their voluntary petitions for Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 22-10412 and 22-10413) on March 31, 2022. Both reported as much as $10 million in both assets and liabilities at the time of the filing. Judge Martin Glenn oversees the cases. A. Mitchell Greene, Esq., at Leech Tishman Robinson Brog PLLC serves as the Debtors' legal counsel. 292 DEKALB: Seeks to Hire Michael L. Previto as Legal Counsel ------------------------------------------------------------- 292 Dekalb Associates LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Michael Previto, Esq., a practicing attorney in Hauppauge, N.Y., to handle its Chapter 11 case. Previto will provide these services: a. advise the Debtor with respect to his power and duties as a Debtor in Possession in the operation and management of the financial reorganization of the estate; b. attend meetings and negotiate with creditors and their representatives, the Trustee and others; c. take all actions to protect the Debtor's estate, including litigating on the Debtor's behalf and negotiating where applicable; d. prepare all motions, applications, answers, orders, reports, and papers necessary for the administration of the estate; e. assist and represent the Debtor in obtaining Debtor's financing, if applicable; f. prepare a Chapter 11 plan or plans and disclosure statement and take any action to obtain confirmation of that plan; g. represent the Debtor's interest in any sale of property or assets; h. appear in Court to protect his interest; and i. perform all other legal services and provide such advise as is necessary to assist the Debtor in this endeavor. The firm will be paid at the rate of $250 per hour. The firm received an advanced retainer in the amount of $6,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael L. Previto, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael L. Previto 150 Motor Parkway, Suite 401 Hauppauge, NY 11788 Tel: (631) 379-0837 About 292 Dekalb Associates 292 Dekalb Associates LLC is a limited liability company in New York. 292 Dekalb Associates LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-40005) on Jan. 2, 2024. In the petition signed by Lloyd Babb, as president/owner, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by Michael L Previto, Esq. ALL AMERICA TRADING: Unsecureds to be Paid in Full over 60 Months ----------------------------------------------------------------- All America Trading, LLC, submitted a Third Amended Subchapter V Plan of Reorganization dated March 5, 2024. This Plan provides for one (1) class of priority unsecured creditors; twelve (12) classes of the secured claims of the MCA Lenders; (1) class of general unsecured claims; and one (1) class of equity security holders. Creditors will be paid from the net proceeds of the operations of the Debtor's business, its projected cumulative disposable income. Allowed non-priority unsecured claims are projected to be paid in full (100%) under this Plan. This Plan also provides for the payment of administrative and priority claims. Class 13 consists of the allowed general unsecured claims. Unsecured claims, if any, shall be paid in equal monthly payments, in full over 60 months. This Class is impaired. Class 14 consists of all membership interests, warrants, and equity interests currently issued or authorized in the Debtor. Holders of Class 14 claims shall retain their full equity interest in the same amounts, percentages, manner and structure as existed on the Petition Date. The Plan contemplates that the Reorganized Debtor will continue to operate the Debtor's business. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation, cash on hand as of Confirmation shall be available for Administrative Expenses. A full-text copy of the Third Amended Plan dated March 5, 2024 is available at https://urlcurt.com/u?l=w4D0iJ from PacerMonitor.com at no charge. Counsel for Debtor: Melissa A. Youngman, Esq. Melissa Youngman, PA PO Box 1903 Winter Park, FL 32790 Telephone: 407.374.1372 Email: my@melissayoungman.com About All America Trading All America Trading LLC is a Florida limited liability company whose primary place of business is in Orlando, Orange County, Florida. AAT exports bananas globally. It works virtually out of the apartment of the principal of AAT, Joe Mudar, who is the 100% owner of AAT. All America Trading LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02876) on August 11, 2022. In the petition filed by Mudar Y. Mahmoud, as owner, the Debtor reported assets between $500,000 and $1 million and liabilities between $500,000 and $1 million. Judge Grace E. Robson oversees the case. Aaron R. Cohen has been appointed as Subchapter V trustee. Adina L Pollan, Esq., at McGlinchey Stafford, is the Debtor's counsel. ALTISOURCE PORTFOLIO: Incurs $56.1 Million Net Loss in 2023 ----------------------------------------------------------- Altisource Portfolio Solutions S.A. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $56.06 million on $145.07 million of revenue for the year ended Dec. 31, 2023, compared to a net loss of $52.83 million on $153.12 million of revenue for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $154.86 million in total assets, $35.76 million in total current liabilities, $215.62 million in long-term debt, $9.03 million in deferred tax liabilities, $19.51 million in other non-current liabilities, and a total deficit of $125.05 million. Management Comments "I am pleased with our performance in 2023 as we continue to strengthen our financial position and win new business which has not fully ramped. In the face of serious market headwinds for both Business Segments, Service revenue in the Servicer and Real Estate segment was only 4% lower than 2022 and Service revenue in the Origination segment outperformed the overall market with a decline of 11% compared to a 36% decline in industrywide residential origination volume. We improved total company Adjusted EBITDA by $15.7 million compared to 2022 and by $30.8 million compared to 2021," said Chairman and chief executive officer William B. Shepro. Mr. Shepro further commented, "Turning to 2024, we believe our sales wins, enhanced margins and lower corporate costs position Altisource for strong Service revenue and Adjusted EBITDA growth. Based upon our current expectations for the markets in which we operate, which assumes only a modest benefit from the post-COVID increase in foreclosure starts and 17% growth in industrywide origination volume, we are forecasting 2024 Service revenue to be in the range of $155 million to $180 million and Adjusted EBITDA(2) to be in the range of $17.5 million to $22.5 million, representing 13% to 32% Service revenue growth and an $18.4 million to $23.4 million improvement in Adjusted EBITDA(2), over 2023." 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/0001462418/000146241824000010/asps-20231231.htm About Altisource Headquartered in Luxembourg, Altisource Portfolio Solutions S.A. -- https://www.Altisource.com/ -- is an integrated service provider and marketplace for the real estate and mortgage industries. Combining operational excellence with a suite of innovative services and technologies, Altisource helps solve the demands of the ever-changing markets it serves. * * * As reported by the TCR on Feb. 28, 2023, S&P Global Ratings raised its issuer credit rating on Altisource Portfolio Solutions S.A. to 'CCC+' from 'SD'. The outlook is stable. S&P said, "The stable outlook on Altisource reflects our view that over the next 12 months, while the company will continue to generate negative cash flow from operations due to low residential mortgage delinquencies and foreclosures, it could also benefit from deteriorating macroeconomic conditions. The stable outlook also incorporates our expectation that Altisource will have adequate liquidity to maintain operations and service its debt over the next 12 months." AMTECH SYSTEMS: Grant Thornton Out, KPMG In as Auditor ------------------------------------------------------ Amtech Systems, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company, upon the approval of the Audit Committee of the Board of Directors of the Company, notified its current independent registered public accounting firm, Grant Thornton LLP, that the firm would be dismissed from that position effective March 1, 2024. The audit reports of Grant Thornton on the Company's consolidated financial statements as of and for the years ended September 30, 2023 and 2022 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's two most recent fiscal years ended September 30, 2023 and 2022 and quarterly period ended December 31, 2023, there were no (1) disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton to make reference to the subject matter of the disagreements in connection with its reports; and (2) events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K, except that, Grant Thornton issued an adverse opinion in their report on internal control over financial reporting as of September 30, 2023, as a result of the material weaknesses in the Company's internal control over financial reporting previously reported in Part II, Item 9A "Controls and Procedures" in the Company's Annual Report on Form 10-K for the year ended September 30, 2023. The material weaknesses (1) related to ineffective information technology general controls in the areas of user access, segregation of duties, and program change-management over information technology systems that support substantially all of the Company's financial reporting processes and (2) because the Company did not design and maintain adequate internal controls over non-routine and complex transactions, including the preparation and review of the third-party service provider valuation report in the areas of goodwill and intangible assets. Internal controls in place were not operating effectively to prevent and detect a material misstatement. The Company has established plans to remediate these material weaknesses outlined in the 2023 10-K. The Company provided Grant Thornton with a copy of its Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and requested that Grant Thornton furnish the Company with a letter addressed to the SEC stating whether or not Grant Thornton agrees with the above statements. Grant Thornton in its letter agreed with the statements concerning our Firm contained therein. On March 1, 2024, the Committee appointed Klynveld Peat Marwick Goerdeler (KPMG) as the Company's independent registered public accounting firm for the Company's fiscal year ending September 30, 2024. During the Company's two most recent fiscal years ended September 30, 2023 and 2022 and quarterly period ended December 31, 2023, neither the Company nor anyone acting on its behalf consulted with KPMG regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement or a reportable event. About Amtech Systems Inc. Arizona-based Amtech Systems, Inc. is a global manufacturer of capital equipment, including thermal processing, wafer polishing and cleaning, and related consumables used in fabricating semiconductor devices, such as silicon carbide (SiC) and silicon power devices, analog and discrete devices, electronic assemblies, and light-emitting diodes (LEDs). It sells these products to semiconductor device and module manufacturers worldwide, particularly in Asia, North America and Europe. The Company's strategic focus is on semiconductor growth opportunities in power electronics, sensors and analog devices leveraging our strength in our core competencies in thermal and substrate processing. It is a market leader in the high-end power chip market (SiC substrates, 300mm horizontal thermal reactors, and electronic assemblies used in power, RF, and other advanced applications), developing, and supplying essential equipment and consumables used in the semiconductor industry. As of September 30, 2023, the Company had $137.02 million in total assets and $48.66 million in total liabilities. ARTIFICIAL INTELLIGENCE: Unit Achieves Record Revenue in February ----------------------------------------------------------------- Robotic Assistance Devices, a wholly owned subsidiary of Artificial Intelligence Technology Solutions, Inc., announced that February 2024 was the biggest month in RAD's history, in terms of devices that began invoicing. This milestone underscores RAD's continuing ability to grow revenues at an accelerating pace by increasing the number of devices billing month over month. In the record-setting achievement, RAD has initiated billing for an impressive tally of security devices, including 20 RIO™ 360 units, 14 RIO 180 units, a combined total of 18 stand-alone ROSA™ units, 2 TOM units, and 1 AVA™ unit. This extensive solution mix highlights the broad appeal and applicability of RAD's innovative product line, catering to a wide array of security and surveillance needs. Steve Reinharz, CEO of AITX and RAD, expressed his enthusiasm for this achievement, stating, "This is one of many milestones important on our journey towards achieving operational profitability. We continue to be focused on increasing the number of devices that can be built, deployed, and begin billing any given month. Furthermore, each device represents a step forward in our mission to enhance security and operational efficiency for our clients." Mark Folmer, CPP, PSP, FSyI, President of RAD, added, "Seeing such a diverse range of our products being deployed and starting the billing process within the same period is a testament to the depth and breadth of our portfolio. This achievement not only represents a significant revenue milestone but also solidifies our position as leaders in the AI-driven security space." As RAD celebrates this milestone, the Company remains focused on its commitment to providing state-of-the-art, AI-driven security solutions that address the evolving needs of its growing client base. Sitting atop a RIO 360 configuration are dual ROSA units. ROSA is a multiple award-winning, compact, self-contained, portable, security and communication solution that can be installed and activated in about 15 minutes. ROSA's AI-driven security analytics include human, firearm, vehicle detection, license plate recognition, responsive digital signage and audio messaging, and complete integration with RAD's software suite notification and autonomous response library. Two-way communication is optimized for cellular, including live video from ROSA's high-resolution, full-color, always-on cameras. RAD has published five Case Studies detailing how ROSA has helped eliminate instances of theft, trespassing and loitering at hospital campuses, multi-family communities, car rental locations and construction sites across the country. AITX, through its subsidiary, Robotic Assistance Devices, Inc. (RAD), is redefining the $25 billion (US) security and guarding services industry through its broad lineup of innovative, AI-driven Solutions-as-a-Service business model. RAD solutions are specifically designed to provide cost savings to businesses of between 35%-80% when compared to the industry's existing and costly manned security guarding and monitoring model. RAD delivers these tremendous cost savings via a suite of stationary and mobile robotic solutions that complement, and at times, directly replace the need for human personnel in environments better suited for machines. All RAD technologies, AI-based analytics and software platforms are developed in-house. RAD has a prospective sales pipeline of over 35 Fortune 500 companies and numerous other client opportunities. RAD expects to continue to attract new business as it converts its existing sales opportunities into deployed clients generating a recurring revenue stream. Each Fortune 500 client has the potential of making numerous reorders over time. About Artificial Intelligence Technology Headquartered in Ferndale, MI, Artificial Intelligence Technology Solutions Inc. is an innovator in the delivery of artificial intelligence-based solutions that empower organizations to gain new insight, solve complex challenges and fuel new business ideas. Through its next-generation robotic product offerings, AITX's RAD, RAD-M and RAD-G companies help organizations streamline operations, increase ROI, and strengthen business. AITX technology improves the simplicity and economics of patrolling and guard services and allows experienced personnel to focus on more strategic tasks. Customers augment the capabilities of existing staff and gain higher levels of situational awareness, all at drastically reduced cost. AITX solutions are well-suited for use in multiple industries such as enterprises, government, transportation, critical infrastructure, education, and healthcare. Deer Park, Illinois-based L J Soldinger Associates, LLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated June 14, 2023, citing that the Company had a net loss of approximately $18 million, an accumulated deficit of approximately $112 million and stockholders' deficit of approximately $32 million as of and for the year ended February 28, 2023, and therefore there is substantial doubt about the ability of the Company to continue as a going concern. For the nine months ended Nov. 30, 2023, the Company had negative cash flow from operating activities of $9,378,427. As of Nov. 30, 2023, the Company has an accumulated deficit of $125,535,116, and negative working capital of $12,944,810. Management does not anticipate having positive cash flow from operations in the near future. The Company said these factors raise a substantial doubt about the Company's ability to continue as a going concern within the next 12 months. AULT ALLIANCE: Reaches $2M Notes Purchase Deal With 2 Investors --------------------------------------------------------------- Ault Alliance, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on March 11, 2024, it entered into a note purchase agreement with two institutional investors pursuant to which the Investors agreed, severally and not jointly, to acquire, and the Company agreed to issue and sell in a registered direct offering to the Investors, an aggregate of $2,000,000 principal face amount convertible promissory notes, subject to customary closing conditions. The Notes are being sold to the Investors for a purchase price of $1,800,000. The Notes will not be issued pursuant to an indenture. The Notes are convertible at any time after NYSE approval of the Supplemental Listing Application into shares of Class A common stock, par value $0.001 per share of the Company. Description of the Notes The Notes have an aggregate principal face amount of $2,000,000, which includes an original issue discount of $200,000. The Notes will accrue interest at the rate of 6% per annum, unless an event of default (as defined in the Notes) occurs, at which time the Notes would accrue interest at 12% per annum. The Notes will mature on June 12, 2024, provided, however, that the Company shall have the right, upon written notice to the Investors, to extend the maturity date to Sept. 12, 2024, for which the Company shall increase the principal amount of the Notes then outstanding by 5%. The Notes are convertible into Conversion Shares at any time after NYSE approval of the Supplemental Listing Application into shares of Common Stock at a conversion price of $0.35 per share. The Notes contain standard and customary events of default including, but not limited to, failure to make payments when due under the Notes, failure to comply with certain covenants contained in the Notes, or bankruptcy or insolvency of the Company. Description of the Offering The Offering is expected to close on March 12, 2024. The Offering is being made pursuant to the Company's (i) shelf registration statement on Form S-3 (File No. 333-260618) filed with the Securities and Exchange Commission on Oct. 29, 2021 and declared effective by the SEC on Nov. 12, 2021 and (ii) a prospectus supplement filed by the Company with the SEC on March 12, 2024, which also relates to the offer and sale of the Notes and Conversion Shares. The Purchase Agreement contains customary representations, warranties and agreements by the Company, obligations of the parties, termination provisions and closing conditions. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly- and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which the Company mines Bitcoin, and provides mission-critical products that support a diverse range of industries, including crane services, oil exploration, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $378.46 million in total assets, $257.22 million in total liabilities, $2.18 million in redeemable noncontrolling interests in equity of subsidiaries, and total stockholders' equity of $119.06 million. Ault Alliance said in its Quarterly Report for the period ended Sept. 30, 2023, that as of that date, the Company had cash and cash equivalents of $8.7 million, negative working capital of $45.1 million and a history of net operating losses. The Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. The Company said these factors create substantial doubt about the Company's ability to continue as a going concern for at least one year after the date that these condensed consolidated financial statements are issued. AULT ALLIANCE: Sells Add'l $500K Worth of Securities to Ault & Co. ------------------------------------------------------------------ Ault Alliance, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on each of March 7, 2024 and March 8, 2024, the Company, pursuant to the Securities Purchase Agreement entered into with Ault & Company, Inc., on Nov. 6, 2023, sold 500 shares of Series C convertible preferred stock, and warrants to purchase 147,820 shares of the Company's common stock to Ault & Company, for a purchase price of $500,000. As of March 8, 2024, Ault & Company has purchased an aggregate of 42,500 shares of Series C Convertible Preferred Stock and Series C Warrants to purchase an aggregate of 12,564,672 Warrant Shares, for an aggregate purchase price of $42.5 million. The Agreement provides that Ault & Company may purchase up to $50 million of Series C Convertible Preferred Stock and Series C Warrants in one or more closings. Ault & Company is an affiliate of the Company. The material terms of the Agreement, Series C Convertible Preferred Stock and the Series C Warrants were described in the Form 8-K filed with the Securities and Exchange Commission on Nov. 7, 2023. About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly- and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which the Company mines Bitcoin, and provides mission-critical products that support a diverse range of industries, including crane services, oil exploration, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $378.46 million in total assets, $257.22 million in total liabilities, $2.18 million in redeemable noncontrolling interests in equity of subsidiaries, and total stockholders' equity of $119.06 million. As of Sept. 30, 2023, Ault Alliance had cash and cash equivalents of $8.7 million, negative working capital of $45.1 million and a history of net operating losses. The Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. The Company said these factors create substantial doubt about the Company's ability to continue as a going concern for at least one year after the date that these condensed consolidated financial statements are issued. AZZ INC: Moody's Affirms 'Ba3' CFR, Outlook Remains Stable ---------------------------------------------------------- Moody's Ratings affirmed AZZ Inc.'s Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating and the Ba3 rating on the company's senior secured bank credit facilities. The Speculative Grade Liquidity rating of SGL-2 is unchanged. The ratings outlook remains stable. RATINGS RATIONALE AZZ's Ba3 corporate family rating is supported by its moderate leverage, strong profit margins, consistent free cash flow, good end market and geographic diversity and solid market position. AZZ believes it is the leading independent domestic provider of hot-dipped galvanizing of fabricated steel and a leading independent provider of protective and decorative coatings of steel and aluminum coil. Moody's anticipate the company will continue to produce historically robust operating results over the next 12-18 months as it continues to benefit from good end market demand. AZZ's rating is constrained by its somewhat low interest coverage ratio and its required preferred stock dividend payments of $14.4 million per year, as well as its reliance on cyclical construction activity which could be negatively impacted by higher interest rates. The rating also incorporates the risk of further debt financed deals considering the company's acquisitive history. AZZ's operating performance was strong in fiscal 2024 (ended February 2024) and Moody's anticipate the company will report Moody's adjusted EBITDA in the range of $330 million - $340 million versus $282 million in fiscal 2023. The improved results were driven by good end market demand, strategic pricing initiatives, lower zinc prices in the Metal Coatings segment, the inclusion of the Precoat Metals segment for an additional 14 weeks and improved efficiencies in this segment, and higher earnings from the AVAIL joint venture. This was somewhat tempered by higher labor, overhead and paint costs. Moody's anticipate another good year in fiscal 2025 as demand for the company's products is supported by spending related to the Infrastructure Investment and Jobs Act, the CHIPS and Science Act and the Inflation Reduction Act. AZZ generated meaningful positive free cash flow of about $90 million during the first three quarters of fiscal 2024. The company used this free cash to pay down its term loan debt by $85 million, which along with higher earnings led to a decline in its leverage ratio (debt/EBITDA) to 3.2x as of November 2023 from 4.0x in February 2023. The company's leverage ratio is strong for the rating, but its interest coverage (EBITA/Interest) remains weak at only 2.3x and this ratio excludes the $14.4 million of annual preferred dividends. Moody's expect the company to continue to use free cash flow to pay down debt in the near term since it has a publicly stated target leverage ratio of 3.0x and has historically maintained relatively conservative financial policies. Nevertheless, Moody's anticipate the company will restart its bolt-on acquisition program in the near future as it reaches its target leverage ratio considering its acquisitive history. AZZ's Speculative Grade Liquidity rating of SGL-2 reflects Moody's expectation it will maintain a good liquidity profile. The company had $7.5 million of cash and $375.5 million of availability on its $400 million senior secured revolving credit facility as of November 2023. There was $10 million of outstanding borrowings and $14.5 million of letters of credit issued on this facility which matures in May 2027. The company's credit facilities have a maximum total net leverage covenant that was set at 6.25x through November 2022 and decreases each quarter by 25 basis points through May 31, 2024, when the ratio declines to 4.5x. The company's actual leverage ratio was 3.08x and the net leverage ratio requirement was 5.00x as of November 30, 2023. Moody's expect the company to easily remain in compliance with this covenant. AZZ's senior secured credit facilities, including a $400 million secured revolving credit facility and a $1.3 billion term loan B, have been affirmed at Ba3. This is commensurate with the corporate family rating since it accounts for all of the debt in the company's capital structure. The stable ratings outlook reflects Moody's expectation for AZZ to generate relatively stable operating results over the next 12 to 18 months and maintain credit metrics that are commensurate with its rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider an upgrade of AZZ's ratings if it sustains a leverage ratio (debt/EBITDA) below 3.75x, interest coverage (EBITA/Interest) above 5.5x, retained cash flow above 20% of net debt and consistently generates free cash flow. AZZ's ratings could be downgraded if its leverage ratio is sustained above 5.0x, interest coverage below 3.5x and free cash flow below 5% of outstanding debt. AZZ Inc., headquartered in Fort Worth, Texas, is a provider of hot-dip galvanizing and metal coating solutions. The Company's Metal Coatings segment is a leading provider of metal finishing solutions for corrosion protection, including hot-dip galvanizing, spin galvanizing, powder coating, anodizing and plating to the North American steel fabrication, industrial, construction, OEM, renewable/utility, petrochemical and other sectors. The Precoat Metals segment provides aesthetic and corrosion protective coatings and related value-added services for steel and aluminum coil, primarily serving the construction, appliance, heating, ventilation, and air conditioning (HVAC), container, transportation and other end markets in the United States. On September 30, 2022, AZZ contributed its Infrastructure Solutions segment (excluding AZZ Crowley Tubing) to a joint venture, AIS Investment Holdings LLC, and sold a 60% interest in the AIS JV to Fernweh Group LLC and continues to hold the remaining 40% interest. AZZ generated revenues of $1.5 billion for the LTM period ended November 2023. The principal methodology used in these ratings was Manufacturing published in September 2021. BEAZER HOMES: S&P Rates New $250MM Unsecured Senior Notes 'B+' -------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '3' recovery rating to Beazer Homes USA Inc.'s proposed $250 million unsecured senior notes due in 2031. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a default. S&P said, "We expect the company will use the net proceeds to redeem the outstanding portion of the 6.75% senior unsecured notes due 2025, pay fees and expenses, and for general corporate purposes. Approximately $48 million in cash on the balance sheet will further strengthen its liquidity profile. "Our 'B+' issuer credit rating and stable outlook on Beazer Homes are unchanged. We view the refinancing positively, as it enhances the financial flexibility of the company." BETTER POOL: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------- The Better Pool Guy and Home Solutions, Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay for operating expenses including payroll. On February 13, 2024, MCA lender Fora Financial Advance served a demand on TSYS/Global Payments/Translink credit card processing account 07424362 pursuant to Article 9 of the UCC, freezing the credit card processing account from which all the Debtor's operations are funded. The UCC was filed January 25, 24 on a loan funded October 18, 2023, within the preference period. The Debtor received $194,000 and owed $274,000 or 70% within one year. The parties that assert an interest in the Debtor's cash collateral are Fora Financial Advance LLC, PayPal Working Capital, SCP Distributors LLC, U.S. Small Business Administration, Newtek Small Business Finance, and BayFirst National Bank. As adequate protection for the use of cash collateral, the Debtor proposes to grant the Claimants replacement liens on all post-petition property that is of the same nature and type of each Claimant's pre-petition collateral, payments of insurance, and later when the claims are clarified and allowed, cash payments: monthly payments at a reasonable interest rate. A copy of the motion is available at https://urlcurt.com/u?l=MSEc4y from PacerMonitor.com. About The Better Pool Guy and Home Solutions, Inc. The Better Pool Guy and Home Solutions, Inc. offers swimming pool services to residential and commercial customers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01148) on March 8, 2024. In the petition signed by Timothy J. Cope, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Grace E. Robson oversees the case. Robert A. Stiberman, Esq., at STIBERMAN LAW, P.A., represents the Debtor as legal counsel. BH&G HOLDINGS: Seeks to Tap Johnson & Gubler as Bankruptcy Counsel ------------------------------------------------------------------ BH&G Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Johnson & Gubler, PC. as its general bankruptcy counsel. The firm will render these services: 1. act as general bankruptcy counsel for the Debtor, and to institute, prosecute or defend any lawsuits, adversary proceedings and/or contested matters arising out this bankruptcy proceeding in which the Debtor may be a party; 2. assist in the recovery and obtaining necessary Court approval for recovery and liquidation of estate assets, and to assist in the protecting and preserving the same where necessary; 3. assist in determining the priorities and status of claims and filing objections where necessary; 4. assist in preparation of a plan of reorganization and any associated documents; 5. file any adversary proceedings or contested matters deemed advisable; and 6. advise the Debtor and perform all other legal services for the Debtor which may become necessary in this bankruptcy proceeding. The hourly rates of the firm's attorneys and staff are as follows: Attorneys $500 Paralegals $175 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer in the amount of $50,000. Matthew Johnson, Esq., an attorney at Johnson & Gubler, 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 L. Johnson, Esq. Johnson & Gubler, PC 8831 West Sahara Avenue Las Vegas, NV 89117 Telephone: (702) 471-0065 Facsimile: (702) 471-0075 Email: mjohnson@mjohnsonlaw.com About BH&G Holdings, LLC BH&G Holdings, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-10687) on February 27, 2024, listing $50,000,001 to $100 million in assets and $10,000,001 to $50 million in liabilities. Judge Hilary L Barnes presides over the case. Matthew L. Johnson of Johnson & Gubler, P.C. represents the Debtor as counsel. BLINK CHARGING: Establishes Maryland Global Corporate Headquarters ------------------------------------------------------------------ Blink Charging Co. announced the Company has established its global corporate headquarters in a 15,000 square-foot facility in Bowie, MD. Complementing this pivotal move, Blink has announced plans to increase its manufacturing capacity by constructing a new LEED Gold-certified 30,000 square-foot production facility. The new facility will include an extra production line to streamline operations for expedited and increased production of EV charging units. The Company plans to significantly increase its manufacturing capacity by constructing a new, modern facility that demonstrates Blink's dedication to responding to the increasing global demand for EV charging infrastructure. Today's announcements underscore Blink's commitment to sustainable transportation solutions and reinforce its position as a key player in a rapidly evolving industry. Blink has designated Maryland as its central hub, leveraging its proximity to Washington, D.C., to support the Company's global vision of a greener future. Blink has made notable progress in expanding its market presence and enhancing operational efficiency. The Company has implemented innovative and sustainable workplace initiatives for employees and increased focus on product research and development. Blink's future-forward approach supports its mission to provide reliable, high-quality products to its customers. It underscores Blink's dedication to advancing the adoption of electric vehicles and empowering communities with convenient, reliable charging solutions. "Blink Charging is proud and excited to be establishing our global headquarters and production facility in Maryland, marking a pivotal moment in our journey toward a greener future," said Blink President and CEO, Brendan Jones. "We are committed to implementing innovative technology and manufacturing processes to enhance efficiency, capability, and output speed while maintaining quality standards. We thank the state of Maryland for welcoming us, and we are excited to be here." The announcement was marked with a grand opening event attended by White House National Climate Advisor Ali Zaidi, Maryland Governor Wes Moore, and other federal, state, and local dignitaries at the new manufacturing facility. The new headquarters and manufacturing facility will be situated in Melford Town Center, a mixed-use business community developed by St. John's Properties, Inc., a developer with experience creating LEED-certified facilities in Maryland, Virginia, and Washington D.C. Blink's current manufacturing facility produces around 15,000 EV charging units annually. To meet the rapidly increasing demand for electric vehicles and their charging infrastructure, the Company plans to expand its production capacity to over 50,000 charging units annually. Maryland Governor Wes Moore remarked, "We are thrilled to welcome Blink's headquarters to the Great State of Maryland. This decision not only affirms our commitment to climate action but also supports our efforts to create new job opportunities and enhance Maryland's competitiveness. Together, we will meet our goal of achieving 100% clean energy by 2035, and we will ensure that climate justice drives economic justice." The new facility at Howerton Way will function as the central hub for Blink's in-house manufacturing and production in North America. In alignment with the Build America, Buy America Act, this new facility will enable Blink to increase domestic manufacturing operations, replacing previous overseas production. Maryland will serve as the assembly site for Blink's Series 6, Series 7, and Series 8 L2 chargers. Among Blink's investments in Maryland, the Company plans to establish the Blink Center of Charging Excellence, with various leading-edge features: Vehicle Interoperability Testing: A dedicated facility where Original Equipment Manufacturers (OEMs) can conduct tests on vehicle compatibility and design with various chargers. Charger Certification with MET Labs: Blink will establish capabilities for unit certification in collaboration with MET Labs, a Baltimore, MD-based company, at the facility. Sponsoring Test Events: A platform for local, state, national, and global industry stakeholders, and companies to convene and test cutting-edge technology. State-of-the-Art Research and Development Lab: This advanced facility will include a drive-in dock for vehicle testing across passenger, truck, bus, and fleet vehicles. It will also feature vehicle simulators, calibration equipment, meter accuracy test equipment, EnergyStar pre-testing, and regenerative load testing. Substantial technological investments will be made to pioneer the next generation of Electric Vehicle Supply Equipment (EVSEs). About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID) f/k/a Car Charging Group Inc. -- http://www.CarCharging.com-- is a manufacturer, owner, operator, and provider of electric vehicle ("EV") charging equipment and networked EV charging services in the rapidly growing U.S. and international markets for EVs. Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various location types. Blink's principal line of products and services is its nationwide Blink EV charging networks and Blink EV charging equipment, also known as electric vehicle supply equipment ("EVSE"), and other EV-related services. Blink Charging reported a net loss of $91.56 million in 2022, a net loss of $55.12 million in 2021, a net loss of $17.85 million in 2020, a net loss of $9.65 million in 2019, and a net loss of $3.42 million in 2018. BRIGHTSPHERE INVESTMENT: Moody's Affirms 'Ba1' CFR, Outlook Stable ------------------------------------------------------------------ Moody's Ratings has affirmed BrightSphere Investment Group Inc.'s ("BSIG") Ba1 corporate family rating and its Ba1-PD probability of default rating. In the same action, Moody's affirmed the Ba1 rating on BSIG's senior unsecured notes due 2026. The outlook remains stable. RATINGS RATIONALE The affirmation reflects the consistency of BSIG's key operating metrics in a relatively challenging operating environment and the progress the company is making in expanding the capabilities of Acadian, its sole operating business, into new asset classes. Debt-to-EBITDA, adjusted for capitalized lease obligations, was 2.3x at year-end 2023 which is line with where its been over the last few years. While Acadian, like many of its traditional asset manager peers, has experienced organic assets under management (AUM) decay in recent years, the company has made investments to improve AUM diversification, including adding a systematic credit capability to complement its systematic macro offering, and is expanding into equity alternatives. BSIG's Ba1 rating principally reflects the credit profile of its lone affiliate, Acadian Asset Management, LLC (Acadian), which is a moderately sized asset manager with a high concentration in equity products. The company's credit profile is supported by moderate leverage and solid pre-tax profitability. BSIG has committed to a leverage profile of around 2x debt-to-EBITDA, and has a good recent track record of actively managing leverage. Finally, although Acadian has been experiencing net asset outflows, it operates in the quant investing space, which has attracted greater investor interest than traditional active management strategies in recent years and where the asset manager has a strong performance track record. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could cause upward pressure on BSIG's ratings include: (1) improved business diversification; (2) organic asset growth driving revenue scale, earnings, and margins; (3) leverage sustained below 1.5x. Conversely, the ratings could face downward pressure if: 1) leverage is sustained above 2.5x; 2) there is a decline in revenue due to market events, performance weakness or AUM instability; 3) deployment of balance sheet liquidity is not balanced between creditor and shareholder interests; and 4) there is an upsizing of the Acadian revolver that causes BSIG senior note subordination in Moody's Loss Given Default analysis. The principal methodology used in these ratings was Asset Managers Methodology published in November 2019. BrightSphere Investment Group Inc. is an asset manager with $104 billion of AUM as of December 31, 2023. BSIG conducts its operations through its Quant & Solutions segment, which includes its last remaining investment affiliate, Acadian Asset Management, LLC. Acadian focuses on managing global equities using a proprietary quantitative investment process. BRITELAB INC: Seeks to Hire B. Riley Services as Financial Advisor ------------------------------------------------------------------ BriteLab, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ GlassRatner Advisory & Capital Group, LLC d/b/a B. Riley Services as its financial advisor. The firm will render these services: a. review and analyze, from a financial perspective, the general business, operations, financial condition and prospects of the Debtor, and formulate and review with the Debtor a strategic plan involving including timelines and milestones; evaluating and helping prepare the short-term and long-term cash flow forecasts and budgets, particularly in support of the Debtor's budget; assisting the Debtor in identifying and assessing and finding potential sources of DIP financing; assisting the Debtor with various business activities, including cash management and ongoing financial reporting and assisting the Debtor with the preparation of the Debtor's monthly operating reports for filing with the Bankruptcy Court; assisting the Debtor with preparation of its various motions, including providing written and when required oral testimony in connection therewith; assisting the Debtor in developing a proposed plan of reorganization (and disclosure statement if required), including the feasibility analysis and liquidation analysis; and performing additional other financial advisory tasks as the Debtor may require. b. if determined to be needed by the Debtor, assist the Debtor in its preparation of a Confidential Descriptive Memorandum (the "Memorandum") and data room for the purposes of raising new capital investment (whether in the form of new shares, bonds, debt, notes, and/or convertible notes) and/or facilitating a sale of some or substantially all of the Debtor's assets and business as a going-concern (each a "Transaction" and, collectively, the "Transactions"); c. if determined to be needed by the Debtor, develop and review with the Debtor a schedule of the lenders to whom the Memorandum will be provided (the "Schedule"); d. participate, under the Debtor's direction and guidance, in negotiations regarding a Transaction(s) with prospective lenders and interested parties; e. assist the Debtor, as requested, with other schedules, analyses and communications relating to a Transaction; and f. provide testimony with respect to BRS's work, including with respect to valuation and budget issues, and make itself available to attend Bankruptcy Court hearings and related depositions. BRS will also work with the Debtor to analyze any competing appraisals and to oppose such valuation conclusions. BRS received a retainer in the amount of $5,000. The hourly rates of the firm's professionals are as follows: Sr. Managing Directors $500 - $750 Directors, Managing Directors $435 - $700 Associates, Other Professionals $175 - $395 For its services as a sales agent, BRS will be compensated with a flat fee of 5 percent of the base purchase price. For its services as an investment banker, BRS will be compensated with a flat fee of 2 percent of the gross proceeds borrowed by the Debtor and be paid at the closing of the transaction. In addition, the firm will seek reimbursement for expenses incurred. Jonathan Wernick, managing director at B. Riley, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jonathan Wernick B. Riley Advisory Services 555 W. 5th Street, Suite 3725 Los Angeles, CA 90013 Mobile: (310) 909-6121 Email: jwernick@brileyfin.com About BriteLab, Inc. BriteLab offers OEM material handling robots and systems for semiconductor fabrication as well as contract services for engineering and manufacturing assembly. Their 70,000 square foot warehouse supports the vast robotics, production automation, E-mobility and electro-mechanical hardware from concept creation to box ready for shipment. BriteLab, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-51520) on Dec. 29, 2023. The petition was signed by Ali Bushehri as chief executive officer. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Stephen L Johnson presides over the case. Ron Bender, Esq. at Levene, Neale, Bender, Yoo & Golubchik L.L.P. represents the Debtor as counsel. CANO HEALTH: $150MM Wilmington Savings DIP Loan Has Final OK ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Cano Health, Inc. and affiliates to use cash collateral and obtain postpetition financing, on a final basis. The Debtors is permitted to receive a superpriority senior secured multiple draw debtor-in-possession term loan credit facility in an aggregate principal amount of $150 million from a consortium of lenders, and agented by Wilmington Savings Fund Society, FSB. As of the Petition Date, the Debtors have a little over $2 million in cash on hand and thus require immediate access to the DIP Financing and authority to use cash collateral to ensure that they have sufficient liquidity to operate their healthcare business and continue delivering high-quality health care services to their patients. The DIP facility is due and payable on the earliest of: 1. the date that is 8 months after the closing date; 2. the date on which all DIP Loans are accelerated and all unfunded Commitments (if any) have been terminated in accordance with the DIP Credit Agreement, by operation of law or otherwise; 3. the date the Bankruptcy Court orders a conversion of the Chapter 11 Cases to a chapter 7 liquidation or the dismissal of the chapter 11 case of any Debtor; 4. the closing of any sale of assets pursuant to 11 U.S.C. Section 363, which when taken together with all other sales of assets since the closing date, constitutes a sale of all or substantially all of the assets of the Loan Parties; and 5. the effective date of any chapter 11 plan of reorganization. The Debtors are required to comply with these milestones: 1. Entry by the Bankruptcy Court of the Interim Order within 3 days following the Petition Date; 2. By no later than 5 p.m. (Eastern Time) on the date that is 28 days after the Petition Date; 3. The Borrower must have obtained receipt of indications of interest for a sale of substantially all of the assets of the Debtors; 4. Entry by the Bankruptcy Court of the Final Order within 35 days following the Petition Date; 5. Entry by the Bankruptcy Court of an order approving the Disclosure Statement by the date that is no later than 90 days following the Petition Date; 6. Entry by the Bankruptcy Court of an order confirming an Acceptable Plan (as defined in the DIP Credit Agreement) that is consistent with the RSA no later than 125 days following the Petition Date; and 7. The effective date of an Acceptable Plan no later than 140 days following the Petition Date (which date must be extended by 45 days in the event an Acceptable Plan has not gone effective solely due to any healthcare-related regulatory approvals or any pending approval under the Hart-Scott-Rodino Act; provided that such date must be no earlier than as agreed in the Restructuring Support Agreement. The Debtors are also required to maintain liquidity of not less than $20 million as of the last business day of each calendar week. The Debtors' outstanding funded indebtedness is comprised of obligations incurred by the Debtors under (i) the Credit Suisse Revolving Credit Facility, (ii) the Credit Suisse Term Loan Facility, (iii) the Sidecar Credit Facility, and (iv) senior unsecured notes in the aggregate principal amount of $300 million. As of the Petition Date, the Debtors' capital structure includes approximately $933.1 million in outstanding prepetition secured debt obligations in aggregate. Under a Credit Agreement dated November 23, 2020, the Debtors obtained (i) a senior secured term loan in an aggregate principal amount of $875 million, (ii) a delayed draw term loan in an aggregate principal amount of $175 million, and (iii) a revolving credit facility in a maximum aggregate available amount thereunder of $120 million. Credit Suisse AG, Cayman Islands Branch, serves as administrative agent and collateral agent, under the Credit Agreement. As of the Petition Date, the Debtors owed $751.5 million under the Credit Suisse Credit Agreement. Under a Credit Agreement dated February 24, 2023, the Debtors obtained a term loan in an aggregate principal amount equal to $150 million. JPMorgan Chase Bank, N.A., serves as administrative agent and collateral agent under this Side-Car Credit Agreement. The loans under the Side-Car Credit Agreement are scheduled to mature on November 23, 2027. As of the Petition Date, the Debtors owed $181.6 million under the Side-Car Credit Agreement. As adequate protection for the use of cash collateral, the Prepetition Administrative Agents, for the benefit of themselves and the other Prepetition Secured Parties, are granted: 1. Additional and replacement, valid, binding, enforceable, non-avoidable, and effective and automatically perfected postpetition security interests in and liens on all DIP Collateral and, upon entry of the Final Order, all proceeds or property recovered from Avoidance Actions. 2. To the extent provided by 11 U.S.C. sections 503(b), 507(a), and 507(b), allowed administrative expense claims in each of the Cases ahead of and senior to any and all other administrative expense claims in such Cases to the extent of any postpetition Diminution in Value, but junior to the Carve Out and the DIP Superpriority Claims. 3. Payment of all reasonable and documented fees and expenses, including all reasonable and documented fees and expenses of counsel and other professionals retained as provided for in the DIP Documents and this Interim Order, including, for the avoidance of doubt, of (i) the DIP Agent Advisors; (ii) Freshfields Bruckhaus Deringer US LLP, as counsel to the CS Prepetition Administrative Agent; (iii) Proskauer Rose LLP, as counsel to the Sidecar Prepetition Administrative Agent; and (iv) the DIP/First Lien Advisors. A copy of the order is available at https://urlcurt.com/u?l=uDMhJq from PacerMonitor.com. About Cano Health, Inc. Cano Health, Inc., and its affiliates are independent primary care physician group. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February 4, 2024. In the petitions signed by Mark Kent, authorized signatory, the Debtors disclosed $1,211,931,000 in assets and $1,471,032,000 in liabilities. Judge Karen B. Owens oversees the case. The Debtors tapped RICHARDS, LAYTON & FINGER, P.A. and WEIL, GOTSHAL & MANGES LLP as legal counsel, HOULIHAN LOKEY, INC. as investment banker, ALIXPARTNERS, LLP as financial advisor, QUINN EMANUEL URQUHART & SULLIVAN, LLP as special counsel, and KURTZMAN CARSON CONSULTANTS LLC as claims agent. Gibson, Dunn & Crutcher LLP and Pachulski, Stang, Ziehl & Jones LLP are the counsel to the Ad Hoc First Lien Group ArentFox Schiff LLP represents Wilmington Savings Fund Society, FSB as DIP Agent, as legal counsel. Credit Suisse AG, Cayman Islands Branch, serves as administrative agent and collateral agent, under the Credit Agreement. Freshfields Bruckhaus Deringer US LLP is the counsel to the Agent. JPMorgan Chase Bank, N.A., serves as administrative agent and collateral agent under the Side-Car Credit Agreement. Proskauer Rose LLP is the counsel to the Agent under the Side-Car Credit Agreement. CANO HEALTH: Holds 20.1% of MSP's Class A Shares as of March 1 -------------------------------------------------------------- Cano Health, Inc. disclosed in a Schedule 13D/A Report filed with the U.S. Securities and Exchange Commission that as of March 1, 2024, it beneficially owned 2,977,913 shares of MSP Recovery's Class A Common Stock, representing 20.1% of the shares outstanding. The percentage of beneficial ownership of the Class A Shares reported in this Schedule 13D assumes 14,803,125 Class A Shares outstanding as of February 2, 2024, based on information outlined in the Form S-1/A filed by MSP Recovery on February 9, 2024. As of March 5, 2024, Cano Health, LLC, an indirect subsidiary of Cano Health, Inc., directly owns the 2,977,913 Class A Shares reported herein representing approximately 20.1% of the Class A Shares outstanding. The 2,977,913 Class A Shares beneficially owned by Cano Health, Inc. represent approximately 2.1% of MSP Recovery's total outstanding voting shares. Cano Health, Inc.'s voting power percentage assumes an aggregate of 138,870,623 shares of Issuer voting stock outstanding, consisting of (x) 14,803,125 Class A Shares outstanding as of February 2, 2024, based on information set forth in the Form S-1/A, and (y) 124,067,498 shares of MSP Recovery's Class V common stock, par value $0.0001 per share (the "Class V Shares") outstanding as of February 2, 2024, based on information set forth in the Form S-1/A. The Class A Shares and Class V Shares each are entitled to one vote per share on matters submitted to a vote of MSP Recovery's stockholders. About Cano Health Inc. Miami-based Cano Health, Inc. and its affiliates are an independent primary care physician group. The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-10164) on Feb. 4, 2024. As of Sept. 30, 2023, the Debtors had total assets of $1,211,931,000 and total debts of $1,471,032,000. Judge Karen B. Owens oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as investment banker; and AlixPartners, LLP as financial advisor. Kurtzman Carson Consultants, LLC is the claims, notice and solicitation agent. CAPREF LLOYD: Seeks to Hire Hilco Real Estate as Broker ------------------------------------------------------- Capref Lloyd Center East, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Hilco Real Estate, LLC as its real estate agent. The firm will render these services: a. meet with the Debtor and its professionals to ascertain the Debtor's goals, objectives and financial parameters in selling the Property; b. coordinate with Debtor the development of a data room and due diligence materials, the cost of which shall be Debtor's sole responsibility; c. market the Property and solicit potentially interested parties for the sale of the Property, through an accelerated sales process; d. coordinate and conduct site visits at the Property with parties deemed (after consultation with the Debtor and its professionals) to be credible potential qualified bidders for the Property; e. keep the Debtor and its professionals up-to-date and informed regarding Hilco's marketing efforts; f. at the Debtor's direction and on the Debtor's behalf, assist the Debtor with qualification of potential bidders for the Property, negotiation of the terms of bids received for the Property, and the selection of any stalking horse bidder and/or successful bidder for the Property; and g. assist the Debtor with obtaining approval of bidding procedures and a sale of the Assets, including the provision of any testimony given at or in connection with any necessary Bankruptcy Court hearings, all with the goal of effectuating and closing a beneficial sale transaction. Hilco shall earn a fee equal to 5 percent of the gross saleproceeds. Hilco is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as disclosed in the court filings. The firm can be reached through: Eric W. Kaup Hilco Real Estate, LLC 5 Revere Dr, Suite 206 Northbrook, IL 60062 Email: ekaup@hilcoglobal.com About CAPREF Lloyd CAPREF Lloyd Center East LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 23-11942) on Dec. 4, 2023. In the petition signed by Todd Minnis as authorized representative, the Debtors disclosed up to $1 million to $10 million in assets and up to $10 million to $50 million in liabilities. The Hon. John T. Dorsey oversees the case. The Debtor tapped Ashby & Geddes, P.A. as bankruptcy counsel, and Lane Powell PC as corporate counsel. CARPENTER TECHNOLOGY: Fitch Alters Outlook on 'BB' IDR to Positive ------------------------------------------------------------------ Fitch Ratings has affirmed Carpenter Technology Corporation's (Carpenter) Long-Term Issuer Default Rating (IDR) at 'BB' and revised the Rating Outlook to Positive from Stable. Fitch has also affirmed Carpenter's senior unsecured notes at 'BB/'RR4' and senior secured revolving credit facility at 'BBB-'/'RR1'. The Positive Outlook reflects Fitch's expectation that Carpenter's EBITDA leverage will decline to Fitch's positive rating sensitivity of 2.5x by the end of fiscal 2024 and below this level in 2025. The Outlook also reflects Fitch's view that EBIT margins will recover and be sustained above 8%, supported by it's sizeable, growing backlog, easing supply chain and inflationary pressures, and Carpenter's focus on enhancing productivity and ramping up its operations. The Outlook could be stabilized if profitability fails to trend toward pre-pandemic levels should aircraft manufacturers' production and operational challenges persist or incremental supply chain disruptions lengthen the delivery cycle of new aircraft. KEY RATING DRIVERS Leverage Trending to Sub-2.0x: Carpenter's EBITDA leverage was nearly 2.0x for the LTM ending Dec. 30, 2023, down from 6.2x in fiscal 2022. Fitch expects EBITDA leverage to be 2.1x at YE 2024 and to remain under 2.0x through the rating horizon, with margins averaging 12.5% in 2024-2026. These levels are within Fitch's positive rating sensitivity of EBITDA leverage below 2.5x. Fitch expects additional borrowing to be limited to working capital support and earnings to continue recovering to pre-pandemic levels through fiscal 2026. Modest but Recovering Profitability: Fitch assumes that margins will improve but return just under pre-pandemic levels in fiscal 2024. Profitability has already meaningfully improved in 1H24 and Fitch expects further margin expansion in fiscal 2025, supported by continued strength in core end markets, favorable price-mix effects, and productivity improvements. Fitch expects the company to return to positive FCF generation in fiscal 2025, benefitting from higher throughput, sales volumes, and manufacturing efficiency gains. Average annual capex should be limited to $125 million because operations are scalable. The aerospace industry's recovery since 2H21 supports profitability improvement. Supply chain challenges related to labor, engine parts, semiconductors and raw materials will remain a key theme as aerospace and original equipment manufacturers (OEMs) ramp up production rates beyond 2023. Fitch expects demand will continue to improve in the medium term, driven by the ongoing recovery of global air travel and long-term secular trends in electrification, which should support Carpenter's revenue growth. Strong Business Model: Carpenter's focus on specialty alloy products for critical end-use applications generally supports EBITDA margins in the low to mid-teens. The severe downturn in demand for the company's products, coupled with the 25%-30% fixed cost nature of the business, resulted in negative EBITDA in fiscal year-end June 30, 2021. However, Carpenter's 2023 financial and operational performance was above Fitch's expectations, and Fitch projects further margin improvement given operating leverage and scale efficiency. The company's products are required to meet complex customer specifications, which results in those products commanding a premium and provides significant barriers to entry. Timely qualification processes and testing, strict regulations for aircraft use, technical capabilities and manufacturing processes enhance competitive advantage. Carpenter continues to achieve additional qualifications at its Athens, AL, facility (commissioned in 2014). The company constructed a hot strip mill in Reading, PA to strengthen its soft magnetics capabilities. High, Diverse Aerospace Exposure: Fitch believes the diversity of Carpenter's aerospace and defense (A&D) offerings and actions taken during the pandemic position the company well for A&D recovery. The A&D end-use typically accounts for between 50% and 60% of net sales, excluding surcharge revenues. Carpenter estimates that about 10% of its A&D products are related to defense; 40% to engines; 20% to fasteners; and 30% to structural and avionics, such as landing gear, slat tracks and electrification, and that its products are represented on all programs. The company reports that it was able to negotiate increased share on key growth platforms in exchange for deferrals and order push outs early in the downturn. More recently, Carpenter reported that it signed several contracts with aerospace customers that include favorable pricing and expanded share opportunities. Strong Backlog: Carpenter has a substantial and growing backlog, which, at the end of fiscal 2023, stood at nearly $2.0 billion, more than two times pre-pandemic levels. With majority of the backlog from A&D, Fitch believes the solid underlying aircraft demand provides some revenue visibility through the medium term. Fitch expects a marginal improvement in volumes in fiscal 2024, followed by a recovery in fiscal 2025 and 2026, supported by its solid current order book. Fitch's A&D Outlook Improving: Fitch views the 2024 A&D sector outlook as improving, reflecting Fitch's expectation that aerospace OEMs and suppliers should benefit from large order books and revenue visibility, planned production rate increases and inventory reduction, while navigating supply chain challenges and prioritizing capital deployment plans. Operational disruptions in the sector remain a key concern for Fitch's base case assumptions for incremental normalization in 2024. The supply chain's health and capacity are vital for aerospace OEMs to meet production and delivery targets. Profitability and cash flows will remain robust in A&D, particularly as supply chain and labor-related headwinds dissipate. Aerospace should be highly correlated with production and delivery increases over the next 12-24 months. Raw Material Volatility Mitigated: Carpenter has been able to mitigate exposure to volatile metal prices by applying surcharges. The surcharge is based on published raw material prices for the previous month, which correlate to the price of raw material purchases. This allows the company to effectively pass through most raw material price fluctuations, albeit with some lag. Surcharge revenue as a percentage of total revenue fluctuated between 13% and 28% since 2016, but tends to rise and fall in line with metal price fluctuations. Fitch believes that raw materials prices peaked in late 2021 and will continue to moderate through 2024. DERIVATION SUMMARY Carpenter's products are further upstream than those of downstream aluminum peers, Kaiser Aluminum Corporation (BB-/Stable) and Arsenal AIC Parent LLC (BB-/Stable). Carpenter is more concentrated in aerospace than Kaiser and Arsenal, especially following Kaiser's acquisition of the Warrick rolling mill, but has less exposure to packaging. Prior to the aerospace downturn, Carpenter had higher margins than Kaiser. In addition, Fitch expects Carpenter to be larger in earnings than Kaiser. Leverage metrics are expected to be lower than Kaiser. KEY ASSUMPTIONS - Overall volumes to remain flat in fiscal 2024; - Accelerated deliveries against the backlog beginning in fiscal 2025. Volumes grow at about 7% in fiscal 2026 and 3% in fiscal 2027; - Revenues, excluding surcharges, to run about $9.00/lb beginning in fiscal 2024; - Surcharge revenues are about $3.30/lb through fiscal 2027; - EBITDA margins recover to around 13.0% in fiscal 2026, reflecting strong pricing power, favorable product mix shift and realized efficiency gains; - Capex of around $125 million annually, in line with company guidance; - Dividends are maintained at roughly historic levels. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade - EBIT margins expected to be sustained above 8% reflective of improved market conditions; - EBITDA leverage maintained below 2.5x on a sustained basis. Factors that could, individually or collectively, lead to negative rating action/downgrade - The Outlook could be revised to Stable if EBIT margins are expected to be sustained between 6% and 8%. - EBITDA leverage expected to be sustained above 3.5x; - EBIT margins expected to be sustained below 6%. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of Dec. 31, 2023, Carpenter had $15.7 million of cash and cash equivalents, in addition to $334.4 million available under the $350 million secured revolving credit facility maturing April 12, 2028 ($1.7 million utilized for LOCs). Fitch expects cash generation will benefit from structurally neutral to positive working capital movements, low capex requirements and improved EBITDA margins. The revolver is subject to financial covenants that include a minimum interest coverage ratio of 3.00x-1.00x and a consolidated maximum net leverage covenant of 4.0x beginning June 30, 2023. ISSUER PROFILE Carpenter Technology Corporation is a leader in high-performance specialty alloy-based materials and process solutions for critical applications in the aerospace, defense, transportation, energy, industrial, medical, and consumer electronics markets. 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 ----------- ------ -------- ----- Carpenter Technology Corporation LT IDR BB Affirmed BB senior unsecured LT BB Affirmed RR4 BB senior secured LT BBB- Affirmed RR1 BBB- CENTERPOINT RADIATION: No Patient Care Concern, 3rd PCO Report Says ------------------------------------------------------------------- Tamar Terzian, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Central District of California a third interim report regarding the health care facility operated by CenterPoint Radiation Oncology, LLC and CenterPoint Radiation Oncology, Inc. In the report which covers the period Dec. 18, 2023 to Feb. 18, 2024, the PCO noted that each patient's medical records are well maintained and accessible for staff using an electronic medical record. The medical records are kept for seven years after the patient has been discharged. The PCO reviewed a sampling of patient records during her site visit. All medical records and reports were cited along with complete course of care while admitted, and all consent forms were executed. No concerns were noted. During the third reporting period, CenterPoint was treating approximately 13 to 23 new patients. Dr. Morrell is the oncologist in charge and conducts consultations for new patients Monday through Thursday. The physicist reviews the plan of treatment within days and quality assurance will review the plan, input the plan into the machine and run the machine to test and monitor the dosage. There are two therapists who assure that the patients are placed in the proper position and that the plan treatment is properly implemented. The PCO toured the facilities and observed staff. Staffing is sufficient and no concerns are noted. The PCO requested that existing patients continue treatment through April 1, 2024. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=HujUnT from PacerMonitor.com. The ombudsman may be reached at: Tamar Terzian, Esq. Terzian Law Group 1122 E. Green Street Pasadena, CA 91106 Telephone: (818) 242-1100 Facsimile: (818) 242-1012 Email: tamar@terzlaw.com About CenterPoint Radiation CenterPoint Radiation Oncology, LLC and CenterPoint Radiation Oncology, Inc. filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 23-13448) on June 2, 2023. Judge Sheri Bluebond oversees the cases. At the time of the filing, CenterPoint Radiation Oncology, LLC reported $100,000 to $500,000 in assets and $1 million to $10 million in liabilities while CenterPoint Radiation Oncology, Inc. reported as much as $50,000 in assets and $100,001 to $500,000 in liabilities. John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP is the Debtors' legal counsel. Tamar Terzian is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. CHALLENGE MULTIFAMILY: Seeks to Tap Nextgen as Real Estate Agent ---------------------------------------------------------------- Challenge Multifamily Construction, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Nextgen Real Estate Properties to act as its real estate agents. The firm will value, market, negotiate and sell the estate's interest in the real property described as Lots 1 - 10, Block 574, Hempstead, Waller County, Texas. Bianca Garza of Nextgen, is the listing agent for a 5 percent commission. Nextgen is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Bianca Garza Nextgen Real Estate Properties 9135 Katy Fwy Ste 211 Houston, TX 77024 Mobile: (713) 985-9454 Email: bianca@nextgen.realestate About Challenge Multifamily Construction, Inc. The Debtor specializes in senior care and multifamily wood framing construction. Challenge Multifamily Construction, Inc. in Rosenberg TX, filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Tex. Case No. 24-30391) on February 1, 2024, listing $2,157,101 in assets and $4,229,865 in liabilities. Javier Garza as president, signed the petition. Judge Eduardo V Rodriguez oversees the case. COOPER & SCULLY, P.C. serve as the Debtor's legal counsel. CHARITY TOWING: Seeks to Hire Allan D. NewDelman as Legal Counsel ----------------------------------------------------------------- Charity Towing & Recovery, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Allan D. NewDelman, P.C. as its legal counsel. The services that Allan D. NewDelman will render are as follows: (a) give Debtor legal advice with respect to all matters related to its Chapter 11 case; (b) prepare legal papers; and (c) perform all other necessary legal services for Debtor. The hourly rates of attorneys and paraprofessionals are as follows: Allan D. NewDelman $475 Roberta J. Sunkin $395 Paralegal $150 - $200 Allan NewDelman, Esq., disclosed in court filings that his firm does not have any interest adverse to the Debtor or its estate. The firm can be reached through: Allan D. NewDelman, Esq. Allan D. NewDelman, P.C. 80 East Columbus Avenue Phoenix, AZ 85012 Tel: (602) 264-4550 Fax: (602) 277-0144 Email: anewdelman@adnlaw.net About Charity Towing & Recovery Charity Towing & Recovery, LLC is a family-owned and operated business that provides the following services: 24/7 towing, local towing, motor home towing, flatbed towing, roadside assistance, winch-out service, lock out service, light & medium-duty towing, auto repair, and off-road recovery. Charity Towing & Recovery filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-01298) on February 23, 2024. Ronald Guerra Jr. , manager, signed the petition. At the time of the filing, the Debtor disclosed total assets of $50,001 to $100,000 and total liabilities of $100,001 to $500,000. Judge Madeleine C Wanslee oversees the case. The Debtor has tapped Allan D. NewDelman, P.C. as its legal counsel. CHESANING MFG: Unsecureds to Get Share of Income for 5 Years ------------------------------------------------------------ Chesaning Mfg Co., Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a Plan of Reorganization under Subchapter V dated March 5, 2024. The Debtor operates a specialized manufacturing and machining facility in Chesaning, Michigan. There the Debtor manufactures parts primarily for the aerospace industry. The Debtor has been operating since 1966 and has been known in the industry as Jetool since 1975. The Debtor's Owner Christophor Soule purchased the business in 2022 after previously working for the company as the manager. He remains the manager of the facility and he is on site supervising operations nearly every business day. Mr. Soule will retain his ownership interest in the company under the Plan and he will continue to be compensated as the Debtor's owner and manager during the term of the Plan. Mr. Soule's continued services are essential to the Debtor as the facility would be unable to operate effectively (or perhaps at all) in his absence. Mr. Soule purchased the business from its prior owners in 2022. The lingering effects of the COVID-19 pandemic affected early operations, and the Debtor struggled to pay the obligations owed to its creditors while also satisfying the payments which were owed to the prior owners. The Debtor fell behind on its obligations and suffered a cash shortfall. As a result of the activities of these lenders, the Debtor's bank account was frozen. Without access to any cash, the Debtor was forced to seek emergency relief under the Bankruptcy Code in order to continue operations and preserve the value of the company as a going concern. The Debtor now files its Chapter 11 Plan, likely the most significant event post-petition. The Debtor is hopeful that this Plan will lead to a quick, efficient, and effective restructuring of the Debtor's business. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $175,000.00. The final Plan payment is expected to be paid on or about April 23, 2029. This Plan proposes to pay Creditors of the Debtor from the Debtor's cash flow from operations and future income. Class I shall consist of the holders of Allowed General Unsecured Claims. Each Holder of a Class I Claim shall receive a Pro Rata distribution attributable to its Allowed General Unsecured Claim from quarterly payments paid by the Debtor using the Debtor's Projected Disposable Income for a period of 5 years. This Class is Impaired. In addition to the forgoing payments, if Avoidance Claims are successfully pursued by the Debtor, the Debtor will distribute 50% of the net proceeds obtained from Avoidance Claims, Pro Rata, to the Holders of Allowed Unsecured Claims. All costs and expenses of litigation shall be deducted first from the gross Avoidance Action proceeds in order to arrive at the net amount. Any required distribution of Avoidance Action proceeds shall be made within 60 days of the date upon which the Debtor collects the funds owed in connection with the Avoidance Action from the defendant or after expiration of any applicable appeal period, whichever comes later. If an appeal is filed, the Debtor shall hold any amounts recovered in escrow until the appellate proceedings have concluded. The Debtor shall be entitled to pay all of the costs and expenses associated with an appeal using any amounts held in escrow. Christophor Soule shall retain his Allowed Interests in the Debtor and Reorganized Debtor. No other Allowed Interests exist. No distribution will be made under the Plan on account of Allowed Interests. A full-text copy of the Plan of Reorganization dated March 5, 2024 is available at https://urlcurt.com/u?l=x817Hz from PacerMonitor.com at no charge. Counsel to the Debtor: Zachary R. Tucker, Esq. Winegarden, Haley, Lindholm, Tucker & Himelhoch, P.L.C. 9460 S. Saginaw Rd, Suite A Grand Blanc, MI 48439 Telephone: (810) 579-3600 Email: ztucker@winegarden-law.com About Chesaning Mfg. Co., Inc. Chesaning Mfg. Co., Inc. is a custom machining, fabrication and assembly partner that works with aerospace, defense, and niche manufacturers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-20898) on August 8, 2023. In the petition signed by Christophor M. Soule, sole shareholder and president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Daniel S. Opperman oversees the case. Zachary R. Tucker, Esq., at Winegarden, Haley, Lindholm, Tucker and Himelhoch PLC, represents the Debtor as legal counsel. CHROMALLOY CORP: S&P Assigns 'B' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings assigned a 'B' issuer credit rating to Chromalloy Corp. At the same time, S&P assigned a 'B' issue-level rating to Chromalloy's proposed term loan B and revolving credit facility, with a recovery rating of '3' (rounded estimate recovery of 50%). The stable outlook reflects S&P's expectation that credit metrics will gradually improve over the next 12 to 24 months due to its favorable position in its market, strong demand, and expanding margins. Veritas Capital acquired Chromalloy Corp. in 2022 following Sequa Corp.'s divestment of PreCoat Metals and all other business segments. Chromalloy remains as the sole segment of Sequa Corporation, now Chromalloy Corporation. Chromalloy has proposed the issuance of a new $900 million term loan B and $150 million revolving credit facility to refinance existing debt and boost balance sheet liquidity. S&P said, "We expect favorable market conditions to drive credit metric improvement. Commercial air traffic volumes have been robust over the past year and we expect them to remain strong. Airlines have been utilizing mature engine fleets due to the slow delivery of next generation engines. As a result, we expect demand for aftermarket parts and maintenance, repair, and overhaul (MRO) services will be very strong over the next few years. Chromalloy has a strong position within a niche market offering alternatives to high-cost original equipment manufacturer (OEM) parts. Chromalloy's parts manufacturer approval (PMA) content and designated engineering representative (DER) repair solutions are FAA approved substitutes for many complex parts and 1,500 repair processes, mostly located within the hot material section of the engine. We expect top line growth between 5% and 10% during 2024 and 2025, driven by the increased volumes from existing customers as well as an expanding customer base. We also expect EBITDA margins to benefit from growing proportion of engine aftermarket services. We expect debt to EBITDA will be between 4.5x and 5.0x in 2024 and 2025, realizing gradual improvement due to EBITDA growth. Additionally, we expect funds from operations (FFO) to debt to measure between 10% and 15% in 2024. "We expect strong demand and margin expansion to support positive free cash flows. We expect strong volumes within high margin end markets, specifically replacement parts and repairs. The higher volumes are expected to drive EBTIDA margin expansion. Additionally, the company implemented cost reduction strategies in 2023, such as consolidating operations and normalizing headcount within slower growth business lines. These actions will provide operating leverage as revenue grows in 2024 and into 2025. The proposed refinancing will also decrease cash debt servicing costs, further improving cash flows. Near-term cash needs are limited to debt amortization between $7 million and $9 million and capital expenditures between $40 million and $50 million. We expect free cash flow between $35 million and $50 million in 2024, improving to between $45 million and $60 million in 2025. "The company could pursue acquisitions of modest scale. We expect the company to pursue organic growth over our forecasted period. We believe the company will initially prioritize expanding PMA and DER capabilities through R&D, over debt reduction or returning capital to its owners. The company will generate between $35 million and $50 million in free cash each year as well as its proposed $150 million revolving credit facility, which could use for smaller bolt-on acquisitions. However larger targets could result in the company issuing new debt to fund the purchase price. "The stable outlook on Chromalloy reflects our view that strong aftermarket demand will drive growth within higher margin end markets, strengthening credit metrics. We expect debt to EBITDA will be between 4.5x and 5x by of the end of 2024 and 2025." S&P could lower its rating on Chromalloy within the next 12 months if debt to EBITDA rises above 7.0x and S&P does not expect improvement. This could occur if: -- Demand weakens significantly; -- Supply chain bottlenecks, labor, or other inflationary pressures erode EBITDA margins significantly; or -- The company pursues a more aggressive financial policy than S&P currently expects. S&P could raise its rating on Chromalloy in the next 12 months if debt to EBITDA declines well below? 5.0x and S&P expects it to remain there even with possible acquisitions. This could occur if: -- Top line growth exceeds our current forecast; -- The company avoids debt financed acquisitions; and -- The sponsor commits to maintaining leverage below 5.0x. CLARKE GIBSON: Court OKs Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Clarke Gibson Restaurant Group, LLC to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance. U.S. Small Business Administration (Economic Income Disaster Loan to Debtor), First Corporate Solutions (Factoring Receivables of Debtor), and Rewards Network Cash Advance assert an interest in the Debtor's cash collateral. As adequate protection for the use of cash collateral, that all creditors are granted cash advances in accordance with the budget. The holders of allowed secured claims with a perfected security interest in the cash collateral, if any, as that term is defined in the Code, 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 copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=QKdZkL from PacerMonitor.com. The Debtor projects $55,000 in cash receipts and $52,550 in cash disbursements for 30 days. About Clarke Gibson Restaurant Group Clarke Gibson Restaurant Group, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-30242) on Jan. 24, 2024, listing up to $50,000 in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. Aaron W. McCardell, Sr., Esq. at The Mccardell Law Firm, PLLC represents the Debtor as counsel. CLEAN ENERGY: To Sell $280,500 Convertible Note at 9% Discount -------------------------------------------------------------- Clean Energy Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on March 4, 2024, it entered into a securities purchase agreement with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company, pursuant to which the Company agreed to issue and sell to FirstFire a convertible promissory note of the Company in the principal amount of $280,500 for a purchase price of $255,000 plus an original issue discount in the amount of $25,500. The Note provides for interest at the rate of 10% per annum. The principal amount of the Note and all interest accrued shall be repaid in 11 monthly instalments, each in the amount of $28,050, with the first payment due April 4, 2024. As a condition to the sale of the Note, the Company has issued to the Buyer 20,000 shares of Common Stock as commitment shares. On the closing date, the Buyer shall further withhold from the Purchase Price (i) a non-accountable sum of $6,000 to cover the Buyer's legal fees in connection with this transaction and (ii) a sum of $5,562.50 to cover the Company's fees owed to Revere Securities LLC, a registered broker-dealer, in connection with this transaction. All or any part of the outstanding and unpaid amount under the Note may be converted at any time following an event of default into common stock of the Company, par value $0.001 per share, at the conversion price of $1.60 per share, subject to a beneficial ownership limitation of 4.99% of the Buyer and its affiliates. Events of Default include failure to pay principal or interest, bankruptcy of the Company, delisting of the Common Stocks, and other events as set forth in the Note. The Company shall use the proceeds from this transaction first for the repayment in full of that certain promissory note in the original principal amount of $143,750 issued by the Company to the Buyer on Jan. 3, 2024, and second for business development, and not for any other purpose, including (i) the repayment of any indebtedness owed to officers, directors or employees of the Company or their affiliates, (ii) the repayment of any debt issued in corporate finance transactions, or (iii) any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection with the Company's currently existing operations). About Clean Energy Headquartered in Costa Mesa, California, Clean Energy Technologies, Inc. -- http://www.cetyinc.com-- designs, produces and markets clean energy products and integrated solutions focused on energy efficiency and renewables. The Company provides waste heat recovery solutions, waste to energy solutions, and engineering, consulting and project management solutions. The Company had a total stockholder's equity of $5,389,051 and a working capital of $1,755,468 as of Sept. 30, 2023. The Company also had an accumulated deficit of $19,829,422 as of Sept. 30, 2023. Therefore, the Company said, there is substantial doubt about the ability of the Company to continue as a going concern. DEALER ACCESSORIES: Trustee Taps Rubin & Levin as Legal Counsel --------------------------------------------------------------- Deborah Caruso, the trustee appointed in the Chapter 11 case of Dealer Accessories, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Rubin & Levin, PC as its legal counsel. The firm's services include: (a) assisting, advising and representing the Trustee regarding the Adversary Proceedings; (b) assisting, advising and representing the Trustee in analyzing the Debtor’s claims as asserted in the Adversary Proceedings; (c) reviewing and analyzing all pleadings filed in the Adversary Proceedings, and after consultation with the Trustee, taking appropriate actions; (d) preparing necessary applications, motions, answers, orders, reports and other legal papers on behalf of the Trustee; and (e) assisting, advising and representing the Trustee as to any and all other matters related to the Adversary Proceedings. The firm will be paid at these rates: Meredith R. Theisen, Partner $450 John M. Rogers, Of Counsel $450 Carrie A. Gilly, Paraprofessional $235 In addition, the firm will seek reimbursement for expenses incurred. Meredith Theisen, Esq., a partner at Rubin & Levin, 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: Meredith R. Theisen, Esq. Rubin & Levin, PC 135 N. Pennsylvania St., Suite 1400 Indianapolis, IN 46204 Telephone: (317) 634-0300 About Dealer Accessories Dealer Accessories, LLC, doing business as ClearBra Indy, offers paint protection film designs, professional installations, and customer service. It is based in Carmel, Ind. Dealer Accessories sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 21-03197) on July 12, 2021, with between $100,000 and $500,000 in assets and between $1 million and $10 million in liabilities. Kyle Owen, president, signed the petition. Deborah J. Caruso was appointed as Subchapter V Trustee for this Chapter 11 case. Judge James M. Carr presides over the case. Meredith R. Theisen, Esq., at Rubin & Levin, PC serves as the Debtor's counsel. DIOCESE OF SYRACUSE: Amends Abuse Claims Pay Details ---------------------------------------------------- The Roman Catholic Diocese of Syracuse, New York, submitted a Disclosure Statement in support of Amended Joint Chapter 11 Plan of Reorganization dated March 5, 2024. The Plan provides for the financial restructuring of the Diocese and the settlement of all, or substantially all, Claims against the Diocese, including, without limitation, the settlement of all Abuse Claims against the Diocese and the Participating Parties. The Plan (i) provides for payment in full of all Administrative Claims, Priority Tax Claims, Non-Tax Priority Claims, Professional Fee Claims, and U.S. Trustee Fee Claims, (ii) modifies the rights of holders of certain Allowed Secured Claims in accordance with section 1123(b)(5) of the Bankruptcy Code, (iii) leaves unimpaired any PassThrough Claims, (iv) provides deferred payments equal to the full Allowed amount of any General Unsecured Claims, and (v) establishes the Abuse Claims Settlement Fund to be held by the Trust to compensate holders of Abuse Claims. Inbound Contribution Claims are disallowed and extinguished pursuant to the Plan. The Plan's treatment of Abuse Claims represents the culmination of more than 3 years of negotiation between the Diocese and the Committee and has been approved by the Committee in consultation with attorneys representing Committee members who collectively represent approximately 45% of all Abuse Claimants who have asserted Abuse Claims against the Diocese ("State Court Counsel"). The Plan provides that funding for the Trust and the Abuse Claims Settlement Fund will be provided from, among other potential sources of recovery, a monetary contribution by the Diocese and other Participating Parties in the aggregate amount of up to $100,000,000, which may include up to $15 million to be evidenced by the DOS Trust Note (the "Catholic Family Contribution"). The Diocese anticipates that it will fund approximately half of the Catholic Family Contribution, with the remaining portion to be funded by the other Participating Parties. The Plan also provides for the assignment of certain Insurance Claims to the Trust. The Plan further provides that the holders of Allowed Administrative Claims, Priority Tax Claims, Non-Tax Priority Claims, Professional Fee Claims, Secured Claims, Pass-Through Claims, and General Unsecured Claims will be paid in full as set forth herein, that all Abuse Claims will be channeled to the Trust, that the Diocese will be able to restructure its financial affairs, and that the Reorganized Diocese will be able to continue the mission and ministry of the Church. The Reorganized Diocese will also continue its mission to serve the Central New York community, including through its work with the elderly, poor, incarcerated and vulnerable populations, and to address the spiritual needs of those who were harmed and the Catholic community as a whole. Like in the prior iteration of the Plan, the Reorganized Diocese shall pay each holder of an Allowed General Unsecured Claim, Cash in two installments each equal to 50% of the Allowed amount of such General Unsecured Claim with the first payment to occur on, or as soon as reasonably practicable after the later of (a) the Effective Date, and (b) the date on which such General Unsecured Claim becomes an Allowed General Unsecured Claim, and the second payment to occur on, or as soon as reasonably practicable after the date that is six months after the date of the first payment. Class 5 Claims include all Filed Abuse Claims. More than 411 Abuse Claims have been asserted against the Diocese and the Participating Parties through proofs of claim filed in the Chapter 11 Case and/or through the commencement of Abuse Actions in other courts. * The Plan provides for the establishment of the Trust to fund Distributions to Class 5 Claimants. The Trust shall be funded as provided in Section 8 of the Plan. Distributions from the Trust shall be made to Class 5 Claimants on a fair and equitable basis, pursuant to and in accordance with the Plan, the Trust Agreement, and the Allocation Protocol, which shall represent the sole recovery available to Class 5 Claimants in respect to any obligation owed by the Protected Parties. Distributions to Class 5 Claimants from the Trust, however, do not impact in any way any Class 5 Claims to the extent such Class 5 Claims implicate any Non-Settling Insurer Policy. * An Abuse Claim shall be allowed if the Abuse Claims Reviewer determines the Abuse Claim is not duplicative or fraudulent, and such Abuse Claimant proved his or her claim by a preponderance of the evidence. If necessary, the Abuse Claims Reviewer can ask for additional information to make this determination. The Abuse Claimant may refuse such a request at his or her own risk. * Each Abuse Claim will be evaluated by the Abuse Claims Reviewer. Each Abuse Claim will be assigned points based on the Evaluation Factors in the Abuse Claim Reviewer's sole discretion. The maximum amount of points assigned in respect of any one Abuse Claim, or Abuse Claims in the event an Abuse Claimant filed multiple Abuse Claims, is 200. For the avoidance of doubt, the Abuse Claims Review may assign 0 points in respect of an Abuse Claim if such evaluation is warranted by the facts and circumstances of the Abuse Claim. * Every holder of an allowed Abuse Claim shall receive a minimum monetary distribution in the dollar amount that is equal to 33% of the pro rata share of the total points assigned in respect of such Abuse Claim. * Holders of allowed Late-Filed Abuse Claims shall receive a maximum monetary distribution in the dollar amount that is equal to 33% of the pro rata share of the total points assigned in respect of such Claim, provided, however, that, to the extent the holder of a Late-Filed Abuse Claim was under a disability or another condition recognized by New York Law or other applicable law suspending the running of the applicable CVA Deadline or ASA Deadline, such Abuse Claimant shall be entitled to a monetary distribution in the amount that is equal to the pro rata share of the total points assigned in respect of such Claim. * As of the Effective Date of the Plan, the liability of Protected Parties for all Class 5 Claims shall be fully assumed by the Trust, without any further order from the Bankruptcy Court or further action from any party, and pursuant to the Channeling Injunction set forth in the Plan. All Allowed Class 5 Claims shall be satisfied solely from the Trust as set forth in the Plan, the Trust Agreement, and the Allocation Protocol; provided, however, such assumption of Class 5 Claims shall not prevent Litigation Claimants from asserting Litigation Claims to the extent provided for herein. * The Non-Settling Insurers remain fully liable for their obligations related in any way to the Class 5 Claims, and their obligations are not reduced by the Diocese being in bankruptcy or by the Trust Distributions Class 5 Claimants receive, or are entitled to receive, based on the Plan, Trust Agreement, or Allocation Protocol. For the avoidance of doubt, (i) determinations by the Abuse Claims Reviewer and/or any distributions entitled to be received from the Trust shall not constitute a determination of the Diocese's or any Participating Party's liability or damages for Class 5 Claims; and (ii) under no circumstances shall the Abuse Claims Reviewer's review of a Class 5 Claim affect, or be construed to affect, the rights of a Non Settling Insurer. All Administrative Claims, Priority Tax Claims, Non-Tax Priority Claims, General Unsecured Claims, and Pass-Through Claims will be paid by the Diocese or the Reorganized Diocese. All Abuse Claims will be paid solely from the Trust to be established for the purpose of receiving, liquidating, and distributing Trust Assets in accordance with the Plan and the Allocation Protocol, and the Trust Agreement. A full-text copy of the Disclosure Statement dated March 5, 2024 is available at https://urlcurt.com/u?l=ixXIr9 from PacerMonitor.com at no charge. Counsel to The Roman Catholic: Stephen A. Donato, Esq. Charles J. Sullivan, Esq. Grayson T. Walter, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202-1355 Tel: (315) 218-8000 Fax: (315) 218-8100 E-mail: donatos@bsk.com sullivc@bsk.com walterg@bsk.com About The Roman Catholic Diocese of Syracuse The Roman Catholic Diocese of Syracuse, New York --http://www.syracusediocese.org/-- through its administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese in support of their shared charitable, humanitarian and religious missions; (b) conducts school operations by managing tuition and scholarship payments, employee payroll, and other school-related operating expenses for separately incorporated Diocesan schools, as well as providing parish schools with financial, operational and educational support; and (c) provides comprehensive risk management services to the OCEs through the Diocese's insurance program. The Roman Catholic Diocese of Syracuse, New York filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bank. N.D.N.Y. Case No. 20-30663) on June 19, 2020. Stephen A. Breen, chief financial officer, signed the petition. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Margaret M. Cangilos-Ruiz oversees the case. Bond, Schoeneck and King, PLLC, serves as the Debtor's bankruptcy counsel. The Debtor also tapped Mullen Coughlin LLC as special counsel, Arete Advisors LLC as cybersecurity consultant, and Moxfive LLC as technical advisor. Stretto is the claims agent and administrative advisor. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtor's bankruptcy case. The committee tapped Stinson, LLP, Saunders Kahler, LLP and Berkeley Research Group, LLC, as its bankruptcy counsel, local counsel and financial advisor, respectively. DISTRIBUIDORA NARANJITO: Hires Modesto Bigas Law Office as Counsel ------------------------------------------------------------------ Distribuidora Naranjito Import & Export Corp. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to to employ Modesto Bigas Law Office as its counsel. The firm will provide legal services and represent the Debtor in the Chapter 11 bankruptcy proceedings. Modesto Bigas Law will be paid at the hourly rate of $250, and will also be reimbursed for reasonable out-of-pocket expenses incurred. Modesto Bigas Law will be paid a retainer in the amount of $10,000. Modesto Bigas Mendez, Esq., partner of Modesto Bigas Law Office, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Modesto Bigas Law can be reached at: Modesto Bigas Mendez, Esq. MODESTO BIGAS LAW OFFICE PO Box 7462 Ponce, PR 00732 Tel: (787) 844-1444 Fax: (787) 842-4090 E-mail: modestobigas@yahoo.com About Distribuidora Naranjito Import & Export Corp. Distribuidora Naranjito Import & Export Corp. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 24-00711) on February 26, 2024, listing $1,039,957 in assets and $2,352,350 in liabilities. The petition was signed by Osmar A. Aymat Rivera as president. Modesto Bigas-Mendez, Esq. at MODESTO BIGAS LAW OFFICE represents the Debtor as counsel. DIXON HOLDINGS: Hires Re/Max Palm Realty as Real Estate Broker -------------------------------------------------------------- Dixon Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Re/Max Palm Realty of Venice as its real estate broker. The firm will market and sell five undeveloped lots in Warm Mineral Springs, Florida. The broker would receive compensation in the amount of 5 percent of the sale price. RE/MAX Palm Realty is a "disinterested person" within the meaning of 11 U.S.C. 101(14), according to court filings. The firm can be reached through: Regina Melman RE/MAX Palm Realty 2095 S Tamiami Trail Venice, FL 34293 Phone: (941) 451-2025 About Dixon Holdings, LLC Dixon Holdings, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00011) on January 2, 2024. In the petition signed by Roberta Masnyj, manager, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. Judge Roberta A. Colton oversees the case. Steven M. Berman, Esq., at Shumaker, Loop & Kendrick, LLP, represents the Debtor as legal counsel. DUSOBOX CORPORATION: Hires Nardella & Nardella as Legal Counsel --------------------------------------------------------------- Dusobox Corporation filed an amended application seeking approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Nardella & Nardella, PLLC as its counsel. The firm will render these services: a. advise and counsel the debtor-in possession concerning the operation of its business in compliance with Chapter 11 and orders of this court; b. defend any causes of action on behalf of the debtor-in-possession; c. prepare, on behalf of the debtor-in-possession, all necessary applications, motions, reports, and other legal papers in the Chapter 11 case; d. assist in the formulation of a plan of reorganization and preparation of a disclosure statement; e. provide all services of a legal nature in the field of bankruptcy law. The firm will be paid at these rates: Partners $450 per hour Associates $300 per hour Paraprofessionals $225 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Nardella required a fee advance in the amount of $84,075.50. Michael Nardella, a partner at Law Firm of Nardella & Nardella, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael A Nardella, Esq. LAW FIRM OF NARDELLA & NARDELLA, PLLC 135 W. Central Blvd., Suite 300 Orlando, FL 32801 Tel: (407) 966-2680 Email: mnardella@nardellalaw.com About Dusobox Corporation Dusobox Corporation is a designer, engineer and manufacturer of custom corrugated display solutions and product packaging. It is based in Orlando, Fla. Dusobox filed Chapter 11 petition (Bankr. M.D. Fla. Case No. 24-00391) on Jan. 29, 2024, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Tiffany P. Geyer oversees the case. Michael A. Nardella, Esq., at Nardella & Nardella, PLLC is the Debtor's legal counsel. EMERGENT BIOSOLUTIONS: S&P Lowers ICR to 'CCC+', On Watch Negative ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Emergent BioSolutions Inc. to 'CCC+' from 'B-'. At the same time, S&P lowered its issue-level rating on the senior unsecured notes to 'CCC' from 'CCC+'. S&P said, "We placed all ratings on CreditWatch with negative implications. "We plan to resolve to CreditWatch placement once we see clarity in the company's capital structure strategy following the expiry of the forbearance agreement on April 30, 2024, with a strong likelihood that we will further lower the rating if the company appears unable to refinance or extend its secured credit facility before it goes current in May 2024." Emergent announced it has entered a forbearance agreement with its secured lenders. The agreement ensures that an event of default cannot be triggered before April 30, protecting Emergent from a likely financial covenant breach on March 31, 2024. It also protects the company against a default from the inability to raise $75 million of capital, as is required by the amended credit agreement. S&P said, "We do not view the forbearance as tantamount to a default, as Emergent has not and does not intend to miss or defer any interest payments during this time. Lenders will receive a 50 basis points (bps) interest rate increase in compensation for signing the agreement, which we understand is meant to buy time for the business to continue to recover as the company negotiates with lenders in advance of 2025 maturities." The company's secured debt is nearly current. The revolver and term loan mature in May of 2025 and we see an increasing likelihood that Emergent will be unable to extend or refinance within the next few quarters. Recent operating performance has been below S&P's previous expectations and at the low end of company guidance, with negative EBITDA for the full-year 2023. The situation would likely need to rapidly improve, with a clear path toward positive EBITDA and cash flow, for S&P to view the capital structure as sustainable. S&P said, "Liquidity is less than adequate. While Emergent has $112 million of cash and around $50 million of revolver availability, our liquidity assessment reflects our expectation that financial covenants will be breached once they are tested on June 30, 2024. Furthermore, our view of liquidity will likely become significantly weaker once the $219 million outstanding revolver balance and $198 million outstanding term loan become current in May. "The unsecured notes continue to trade at distressed levels. The $450 million unsecured notes (representing 50% of the capital structure) are currently trading at about 40 cents on the dollar and yielding 28%. We would typically consider both these measures highly distressed. This puts the notes at higher risk for a transaction that we might construe as a distressed exchange and tantamount to a default. "We plan to resolve the CreditWatch listing once we see clarity in the company's negotiations with lenders during the forbearance period (ending April 30, 2024), with a strong likelihood that we will further lower the rating if the company appears unable to refinance or extend its secured credit facility before it goes current in May 2024. We could also lower the rating if we believed that a transaction we might construe as a distressed exchange could occur within the next few quarters. "Social risk factors are a negative consideration and governance factors are a moderately negative consideration in our credit rating analysis of the company. Emergent had well-documented manufacturing concerns unearthed at its facilities, resulting in a lengthy U.S. Food and Drug Administration inspection, a congressional hearing, the disposal of hundreds of millions of COVID-19 vaccine doses during a time when many countries were desperate for them, and the announced winddown of its contract development and manufacturing organization (CDMO) business. The company has incurred significant remediation costs in recent years and has lost contracts with drug manufacturers and the U.S. government because of these quality issues. We believe the company's poor execution under its COVID-19 vaccine manufacturing contracts could further hinder its ability to win new contracts or renew existing contracts at favorable terms." ENTEGRIS INC: Moody's Affirms 'Ba1' CFR & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings has affirmed the ratings of Entegris Inc. including the Corporate Family Rating of Ba1, the senior secured rating of Baa3, the senior unsecured rating of Ba2, and the Probability of Default Rating of Ba1-PD. The outlook was revised to stable from negative. The stable outlook reflects Moody's expectation that Entegris's financial metrics and cash generation will continue to strengthen over the next 12 to 18 months. Improving margins and profit levels from revenue growth, along with debt reduction, will lead to financial leverage declining towards 4x debt to EBITDA (Moody's adjusted). Reported capital expenditures will likely decline towards 10% over the period from 13% of revenues in 2023. This will contribute to increasing free cash flow (FCF), with FCF to debt strengthening toward the mid to upper single digits percent (Moody's adjusted) over the next 12 to 18 months. During 2023, Entegris used net proceeds from three divestitures and FCF to reduce debt by about $1.3 billion, or 21%. Moody's expects that Entegris will continue to prioritize debt repayment over the next 12 to 18 month, using net proceeds from the divestiture of the Pipeline & Industrial Materials (PIM) business, which closed on Friday, March 1st, and FCF. RATINGS RATIONALE Entegris's Ba1 CFR reflects the company's niche position as a broad supplier to semiconductor chip manufacturers, including specialized chip manufacturing materials, liquid and gas filtering systems and containers, and wafer handling equipment. As such, the company has limited competition from larger firms across this large portfolio of product offerings. Although capital intensity was elevated in 2022 and 2023 due to the construction of the new KSP facility in Taiwan (completed in May 2023), Entegris generally benefits from modest capital expenditure requirements and the longer life cycle of many of their products. Due to increasing chip complexity, which entails more stringent purity requirements and a greater number of manufacturing steps, Entegris is capturing greater content per wafer. This is causing the company's revenues to increase at a faster rate than the overall semiconductor market. Even with the prospects of reducing leverage to 4x, this level remains moderately high which can limit financial flexibility. Maintaining financial flexibility is important, since Entegris's revenues reflect the demand volatility of the company's semiconductor chip manufacturer customer base. This variability of revenues was apparent in 2023, as quarterly revenues declined sequentially in each of the first three quarters of the year due to a broad-based decline in semiconductor chip production during the year. Given the large share of revenues (55% of 2023 revenues) attributable to the concentrated foundry end market, Entegris has material customer revenue concentration, with Taiwan Semiconductor Manufacturing Company (TSMC) accounting for 11% of 2023 revenues and the remaining customers in the top 10 accounting for about 32%. Moody's believes that this level of revenue concentration does limit Entegris's negotiating leverage despite the company's importance in the customers' production process roadmap. The stable outlook reflects Moody's expectation that revenues will grow annually in the upper single digits to low teens percent over the next 12 to 18 months. This reflects underlying semiconductor served market growth in the mid to upper single digits percent and Entegris's market outperformance of several hundred basis points due to wafer content growth. The EBITDA margin (Moody's adjusted) will improve to the high 20s percent level from 25% for 2023. With the increasing EBITDA level and debt repayment, Moody's expect that leverage will be reduced toward 4x debt to EBITDA (Moody's adjusted) over the period. The Baa3 rating on the Senior Secured Bank Credit Facilities (Revolver, Senior Secured Term Loan B, and Senior Secured Notes) reflects the debt's size, collateral, and the cushion of unsecured notes and liabilities. The Ba2 rating on the unsecured notes reflects the absence of collateral and the large quantity of secured debt. The Speculative Grade Liquidity (SGL) rating of SGL-1 reflects Entegris's very good liquidity, which is supported by FCF and a large cash balance of $456.9 million at December 31, 2023. Moody's expects that Entegris will generate annual FCF (Moody's adjusted) of at least $200 million over the next 12 to 18 months and that cash will exceed $400 million even with significant debt repayments. Moody's expects that the senior secured revolver (Revolver) will generally remain undrawn given the free cash flow generation. The Revolver has a single financial covenant (credit agreement-defined secured net leverage), which is tested only upon 35% facility utilization. There are no other financial covenants governing Entegris's debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Entegris: -- Maintains leverage below 3.5x debt to EBIDTA (Moody's adjusted) -- Sustains annual revenue growth at least in the mid-single digits percent and the EBITDA margin above 35% (Moody's adjusted) -- Reduces materially the share of secured debt in the capital structure The ratings could be downgraded if Entegris: -- Does not make steady progress in reducing leverage toward 4x over the next 12 to 18 months -- Engages in materially antidilutive share repurchases while leverage remains elevated Entegris, Inc. develops and manufactures products, including filters, materials handling equipment, and specialty chemicals used in the manufacture of semiconductors and other microelectronic components. The principal methodology used in these ratings was Semiconductors published in October 2023. ENVIVA INC: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Lead Debtor: Enviva Inc. 7272 Wisconsin Avenue Suite 1800 Bethesda, MD 20814 Twenty-one affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Enviva Inc. (Lead Case) 24-10453 Enviva Pellets Epes Holdings, LLC 24-10454 Enviva Pellets Greenwood, LLC 24-10455 Enviva Pellets Lucedale, LLC 24-10456 Enviva Pellets Waycross, LLC 24-10457 Enviva Port of Pascagoula, LLC 24-10458 Enviva Shipping Holdings, LLC 24-10459 Enviva Aircraft Holdings Corp. 24-10460 Enviva Management Company, LLC 24-10461 Enviva Energy Services, LLC 24-10462 Enviva GP, LLC 24-10463 Enviva MLP International Holdings, LLC 24-10464 Enviva Holdings GP, LLC 24-10465 Enviva Pellets Bond, LLC 24-10466 Enviva, LP 24-10467 Enviva Development Finance Company, LLC 24-10469 Enviva Holdings, LP 24-10470 Enviva Pellets Epes, LLC 24-10471 Enviva Partners Finance Corp. 24-10472 Enviva Pellets Epes Finance Company, LLC 24-10473 Enviva Pellets, LLC 24-70505 Business Description: Enviva Inc. is a publicly traded Delaware corporation that develops, constructs, acquires, and owns and operates fully contracted wood pellet production plants to process wood fibers into densified, uniform pellets, which are primarily sold to customers through long-term, take-or-pay contracts with creditworthy customers in the United Kingdom, the European Union, and Japan. Chapter 11 Petition Date: March 13, 2024 Court: United States Bankruptcy Court Eastern District of Virginia Judge: Hon. Brian F Kenney Debtors' General Bankruptcy Counsel: Matthew J. Pyeatt, Esq. Trevor G. Spears, Esq. VINSON & ELKINS LLP Trammell Crow Center 2001 Ross Avenue, Suite 3900 Dallas, TX 75201 Tel: (214) 220-7700 Fax: (214) 220-7716 Email: mpyeatt@velaw.com; tspears@velaw.com - and - David S. Meyer, Esq. Jessica C. Peet, Esq. VINSON & ELKINS LLP The Grace Building 1114 Avenue of the Americas, 32nd Floor New York, New York 10036-7708 Tel: (212) 237-0000 Fax: (212) 237-0100 Email: dmeyer@velaw.com; jpeet@velaw.com Debtors' Local Counsel: Michael A. Condyles, Esq. Peter J. Barrett, Esq. Jeremy S. Williams, Esq. KUTAK ROCK LLP 901 East Byrd Street, Suite 1000 Richmond, Virginia 23219-4071 Tel: (804) 644-1700 Fax: (804) 783-6192 Email: michael.condyles@kutakrock.com; peter.barrett@kutakrock.com; jeremy.williams@kutakrock.com Debtors' Investment Banker: LAZARD FRERES & CO., LLC Debtors' Financial Advisor: ALVAREZ & MARSAL HOLDINGS, LLC Debtors' Notice & Claims Agent: KURTZMAN CARSOON CONSULTANTS LLC Total Assets as of Sept. 30, 2023: $2,893,581,000 Total Debts as of Sept. 30, 2023: $2,631,263,000 The petitions were signed by Glenn T. Nunziata as interim chief executive officer and chief financial officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZRKHU5I/Enviva_Inc__vaebke-24-10453__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Wilmington Trust, NA 2026 Senior $780,875,000 3951 Westerre Parkway Unsecured Notes Ste. 300 Richmond, VA 23233 United States Attn: Joy Holloway Title: Vice President Phone: 804-754-4809 Email: jholloway@wilmingtontrust.com 2. RWE Supply & Trading GmbH Contract Claim $348,650,000 Altenessener Strasse 27 Essen, 45141 Germany Attn: Peter Krembel Title: Chief Commercial Officer Phone: 212-815-2367 Email: peter.krembel@rwe.com 3. The Industrial Development Epes Tax-Exempt $252,000,000 Authority of Sumter County Green Bond 105 Hospital Drive Livingston, AL 35470 United States Attn: Eddie Hardaway, Jr. Title: Chairman Phone: 205-652-9303 Email: sumtercounty@bellsouth.net Wilmington Trust, NA 3951 Westerre Parkway Ste. 300 Richmond, VA 2322 United States Attn: Joy Holloway Title: Vice President Phone: 804-754-4809 Email: jholloway@wilmingtontrust.com 4. The Mississippi Business Bond Tax-Exempt $101,033,000 Finance Corporation Green Bond 735 Riverside Drive Suite 300 Jackson, MS 39202 United State Attn: Larry W. Mobley, EDFP Title: Executive Director and Treasurer Phone: 601-355-3888 Email: lmobley@mbfc.cc Wilmington Trust, NA 3951 Westerre Parkway Ste. 300 Richmond, VA 2322 United States Attn: Joy Holloway Title: Vice President Phone: 804-754-4809 Email: jholloway@wilmingtontrust.com 5. Volta LLC Trade Payable $4,144,790 1616 Gears Rd Houston, TX 77067 United States Attn: Ian Wang Title: Chief Financial Officer Email: ian_wang@w-industries.com 6. CAL Investments LLC Note Payable $3,630,000 205 Martin Luther Jr. King Dr. Amory, MS 38821 United States Attn: Janet M. Callahan Title: Director Phone: 413-374-8062 Email: jmc@calpllc.com 7. Teal Sales Inc. Trade Payable $2,613,717 20818 44th Ave W #201 Lynnwood, WA 98036 United States Attn: Andrew Johnson Title: Vice President Phone: 425-205-0517 Email: ajohnson@tsi-inc.net 8. Dominion Virginia / Trade Payable $2,356,846 North Carolina Power 120 Tredegar Street Richmond, VA 23219-4306 United States Attn: Ed Baine Title: President Phone: 804-819-2094 Email: ed.baine@dominionenergy.com 9. Daiichi Chuo Kisen Kaisha Trade Payable $2,252,004 Mita Kokusai Building 25F 4-28, Mita 1-Chome Minato-Ku Tokyo, 108-0073 Japan Attn: Toshihiro Miyazaki Title: General Manager Phone: 81-3-6436-7218 Email: dcchartering@mail.firstship.co.jp 10. McAbee Construction Inc. Trade Payable $1,831,158 5724 21st Street Tuscaloosa, AL 35401 United States Attn: Leah Sexton Title: Vice President Email: lsexton@mcabeeconstruction.com 11. Dustex LLC dba LDX Solutions Trade Payable $1,829,607 60 Chastain Center Blvd Kennesaw, GA 30144 United States Attn: Scott Brown Title: Chief Financial Officer Phone: 770-429-5575 Email: sbrown@dustex.com 12. Spitzer Industries Inc Trade Payable $1,822,163 20445 State Highway 249 Suite 275 Houston, TX 77070 United States Attn: Cullen Spitzer Title: Chief Executive Officer Phone: 281-536-5135 Email: cullen@spitzerind.com 13. Bruks Siwertell Inc Trade Payable $1,610,788 5975 Shiloh Rd Suite 109 Alpharetta, GA 20005 United States Attn: Chris Waller Title: Chief Operating Officer Email: chris.waller@bruks.com 14. Ezzell Trucking Inc. Trade Payable $1,565,036 11535 Taylors Bridge Hwy Harrells, NC 28444 United States Attn: Grover Ezzell Title: Chief Operating Officer Phone: 910-532-4101 Email: gezzell@ezzelltrucking.com 15. Cajun Industries LLC Trade Payable $1,511,316 15635 Airline Hwy Baton Rouge, LA 70817 United States Attn: Scott Callaway Title: Senior Vice President Phone: 225-753-5857 Email: scott.callaway@cajunusa.com 16. TIC The Industrial Company Trade Payable $1,210,374 12510 East Belford Ave Englewood, CO 80112 United State Attn: Michael Brueggemann Title: President Phone: 303-325-9500 Email: michael.brueggemann@ticus.com 17. Norden Trade Payable $1,076,383 52, Strandvejen Copenhagen, DK-2900 Denmark Attn: Christian Vinther Christensen Title: Chief Operating Officer Phone: 45-3342-0566 Email: cvc@norden.com 18. PCL Shipping PTE LTD Trade Payable $965,262 NO 1 Kim Seng Promenade Great World City #07-02 Singapore, 237994 Singapore Attn: Weng Hor Title: Chief Executive Officer Email: weng.hor@kuokgroup.com.sg 19. Amandus Kahl GmbH & Co KG Trade Payable $800,790 DieselstraBe 5 - 9 Reinbek, 21465 Germany Attn: Mike Curci Title: President Email: curci@amanduskahlusa.com 20. West Florida Electric Trade Payable $699,281 5282 Peanut Road Graceville, FL 32440 United States Attn: Shawn Walling Title: Chief Executive Officer Phone: 479-651-0472 Email: swalling@westflorida.coop 21. Oak Ridge Industries LLC Trade Payable $634,312 1228 Page Rd. Washington, NC 27889 United States Attn: Susana Asby Title: Chief Financial Officer Phone: 252-833-2061 Email: susanasby@oakridgemw.com 22. Andritz Inc Trade Payable $449,352 Stattegger Strasse 18 Graz, 8045 Austria Attn: Christopher Keays Title: Chief Financial Officer Phone: 817-465-5611 Email: christopher.keays@andritz.com 23. Rockwell Automation Inc Trade Payable $432,106 1201 S. 2nd Street Milwaukee, WI 53204 United States Attn: Scott Genereux Title: Chief Revenue Officer Phone: 818-244-0807 Email: scott.genereux@rockwellautomation.com 24. Motion Industries Inc Trade Payable $393,812 1605 Alton Road Birmingham, AL 35210 United States Attn: Randy Breaux Title: Chief Executive Officer Phone: 205-251-3231 Email: randy.breaux@motionindustries.com 25. Underwood Fire Equipment Inc Trade Payable $381,840 48216 Frank St Wixom, MI 48393 United States Attn: Damon Pietraz Title: President Email: damon@underwoodfire.com 26. Duragrind Inc Trade Payable $354,044 2910 W. Le Fevre Rd Sterling, IL 61081 United States Attn: Jason Rangel Title: Chief Operating Officer Email: jason.rangel@duragrind.com 27. Conveyor Engineering & Trade Payable $347,811 Manufacturing 1345 76th Ave SW Cedar Rapids, IA 52404 United States Attn: Graig Cone Title: Owner Phone: 319-396-7841 Email: gcone@conveyoreng.com 28. Electrical Equipment Company Trade Payable $332,079 1440 Diggs Drive Raleigh, NC 27603-2755 United States Attn: Mark Holmes Title: Chief Executive Officer Email: mark.holmes@eeco-net.com 29. Dorssers Inc Trade Payable $323,533 3350 Hwy 412 West Siloam Springs, OK 74338 United States Attn: Peter Timmermans Title: President Phone: 519-676-8113 Email: peter@dorssers.com 30. Drax Power Limited Litigation Undetermined Drax Power Station Selby, YO8 8PH United Kingdom Attn: Will Gardiner Title: Chief Executive Officer Phone: 972-238-2300 Email: will.gardiner@drax.com ENVIVA INC: Files for Chapter 11 to Facilitate Restructuring ------------------------------------------------------------ Enviva Inc. (NYSE: EVA), a leading producer of sustainably sourced wood-based biomass, on March 12 disclosed that it has entered into two Restructuring Support Agreements ("RSAs"): one RSA with an ad hoc group of holders (the "Ad Hoc Group") representing approximately 72% of its senior secured credit facility, approximately 95% of its 2026 senior notes, approximately 78% of bonds related to its Epes, Alabama plant currently under construction ("Epes"), and approximately 45% of bonds related to its greenfield project near Bond, Mississippi ("Bond"), and a second RSA with certain holders representing more than 92% of bonds related to the Bond project. The RSAs have broad support across the Company's capital structure and are designed to support an expedited restructuring to reduce the Company's debt by approximately $1.0 billion, as well as improve profitability, strengthen liquidity, and better position the business for long-term success as the world's largest producer of industrial wood pellets. To implement this pre-arranged restructuring, Enviva and certain of its subsidiaries have commenced voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the Eastern District of Virginia (the "Court"). The Company has also secured commitments for $500 million in debtor-in-possession financing ("DIP Facility") and other financing accommodations from the Ad Hoc Group, a portion of which will be allocated by the Company to eligible stockholders in accordance with a syndication process that is subject to Court approval. The DIP Facility is expected to provide, subject to Court approval, sufficient liquidity to support continued operations across Enviva's business throughout the restructuring process, as well as help fund the completion of Epes. Glenn Nunziata, Interim Chief Executive Officer and Chief Financial Officer commented, "These agreements with our lenders and noteholders represent a significant milestone in the ongoing process to transform our business, as we focus on improving profitability, reducing costs, enhancing asset productivity, and optimizing our capital structure. We look forward to emerging from this process as a stronger company with a solid financial foundation and better positioned to be a leader in the future growth of the wood-based biomass industry. We appreciate the support of our lenders, our vendors, and our customers, and the tremendous efforts of our entire team as we continue to execute our transformation plan." The Company is filing with the Court several customary "first-day" motions. These motions, which Enviva expects to be approved in short order, are expected to help facilitate a smooth transition into Chapter 11. Enviva expects to continue to pay suppliers in the ordinary course for authorized goods received and services provided after the filing. The restructuring is targeted to be completed during the fourth quarter of 2024, and throughout the process, Enviva plans to continue constructing its Epes plant, with an in-service date expected to be during the first half of 2025. The Company also announced plans to pause development of Bond. The Company intends to revisit restarting Bond, depending on the level of customer contracting, once it emerges from its in-court restructuring process. The terms of the RSA with the Ad Hoc Group provide for existing equity holders to receive (i) 5% of the common equity of the reorganized company at exit from Chapter 11 proceedings and (ii) warrants to purchase an additional 5% of the reorganized equity, both subject to dilution from shares issued in connection with, among other sources, a contemplated equity rights offering, equity participation election rights for creditors under the DIP Facility, and a management incentive plan, in each case, subject to Court approval. Enviva has been in contact with the New York Stock Exchange (the "NYSE") and anticipates the continued listing of its common stock on the NYSE throughout the restructuring process so long as the Company continues to meet the minimum continued listing standards set forth by the NYSE. Additional information about Enviva's restructuring process and proceedings is available at www.kccllc.net/Enviva. Stakeholders with questions may call the Company's Claims Agent, KCC, at (888) 249-2695 or (310) 751-2601 if calling from outside the U.S. or Canada, or email envivainfo@kccllc.com. Vinson & Elkins LLP is serving as legal counsel; Lazard is serving as investment banker; and Alvarez & Marsal is serving as financial advisor to Enviva. Davis Polk & Wardwell LLP is serving as legal advisor and Evercore Group L.L.C. is serving as financial advisor to the Ad Hoc Group.. About Enviva Inc. Headquartered in Bethesda, MD, Enviva Inc. -- www.envivabiomass.com -- is a producer of industrial wood pellets, a renewable and sustainable energy source produced by aggregating a natural resource, wood fiber, and processing it into a transportable form, wood pellets. Enviva owns and operates ten plants with an expected annual production of approximately 5.0 million metric tons in Virginia, North Carolina, South Carolina, Georgia, Florida, and Mississippi, and is constructing its 11th plant in Epes, Alabama. Additionally, Enviva is planning construction of its 12th plant, near Bond, Mississippi. Enviva sells most of its wood pellets through long-term, take-or-pay off-take contracts with customers located primarily in the United Kingdom, the European Union, and Japan, helping to accelerate the energy transition and to defossilize hard-to-abate sectors like steel, cement, lime, chemicals, and aviation. Enviva exports its wood pellets to global markets through its deep-water marine terminals at the Port of Chesapeake, Virginia, the Port of Wilmington, North Carolina, and the Port of Pascagoula, Mississippi, and from third-party deep-water marine terminals in Savannah, Georgia, Mobile, Alabama, and Panama City, Florida. The Company has incurred net losses of $257.8 million and $168.4 million for the nine months ended Sept. 30, 2023 and the year ended Dec. 31, 2022, respectively, and negative cash flow from operating activities of $25.6 million and $88.8 million, respectively for the same periods. As of Sept. 30, 2023, the Company had $315.2 million in cash and cash equivalents, $125.5 million of restricted cash, and no availability under its revolving credit facility, resulting in total liquidity of $440.7 million. The Company said that its future profitability and liquidity are expected to be negatively impacted by the following matters which have resulted in substantial doubt about the Company's ability to continue as a going concern. * * * Moody's Investors Service downgraded Enviva Inc.'s Corporate Family Rating to Ca from Caa1, the TCR reported on Feb. 29, 2024. Enviva's Ca CFR reflects expectations for a debt restructuring, bankruptcy or liquidation following its missed interest payment. S&P Global Ratings lowered its issuer credit rating on Enviva Inc. to 'D' from 'CCC-'. S&P said, "The downgrade reflects Enviva's failure to make its interest payment of a substantial portion of its outstanding debt, which we consider to be a general default." As reported by the TCR on Feb. 5, 2024, Fitch Ratings downgraded Enviva Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from 'CCC-' and removed it from Rating Watch Negative. The downgrade reflects Enviva's missed Jan. 16 interest payment of $24.4 million on its $750 million of 6.5% senior notes due 2026. EQM MIDSTREAM: Moody's Puts 'Ba3' CFR on Review for Upgrade ----------------------------------------------------------- Moody's Ratings placed EQM Midstream Partners, LP's (EQM) ratings on review for upgrade, including its Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating and Ba3 senior unsecured notes rating. Previously, the outlook was stable. The SGL-3 Speculative Grade Liquidity (SGL) rating remains unchanged. This action follows an agreement reached by EQT Corporation (EQT, Baa3 negative) to acquire Equitrans Midstream Corporation (Equitrans) in an all-stock transaction with an initial combined enterprise value of over $35 billion.[1] EQM is 100%-owned and controlled by Equitrans. Following the transaction, EQT's executive management team will lead the combined company and three representatives from Equitrans will join EQT's board of directors. Each company's board of directors has approved the transaction. Closing is expected during the fourth quarter of 2024, subject to regulatory approvals and clearances, approvals from both EQT and Equitrans shareholders, as well as other customary closing conditions. The transaction closing is contingent on FERC authorizing Mountain Valley Pipeline (MVP) to commence service. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS EQM's ratings were placed on review for upgrade based on its potential ownership by EQT, which has a much stronger credit profile, larger and more diversified asset base and greater financial resources. EQM's midstream footprint in the Appalachian Basin is highly complementary to EQT's exploration and production asset base. EQM has highly concentrated exposure to EQT as its anchor shipper which contributed over 60% of EQM's 2023 revenue and is poised to increase significantly with the completion of MVP. The review will likely be concluded following the close of the transaction. While EQM will become a wholly owned subsidiary of EQT upon transaction closing, EQT's obligations under the EQM notes will depend on certain actions to be undertaken by EQT. If EQM were to become an unguaranteed subsidiary of EQT upon transaction closing and EQM continues to provide separate audited financial statements going forward, then its ratings would likely be upgraded based on the level of parental support, but it is unlikely they would be raised to the same rating level as EQT. In the event that EQM's notes are assumed or guaranteed by EQT, then the ratings would be upgraded to the same level as EQT. Pittsburgh, PA-based EQM Midstream Partners, LP owns and operates interstate pipelines and gathering lines in southwestern Pennsylvania, West Virginia and southeastern Ohio. The principal methodology used in these ratings was Midstream Energy published in February 2022. EQUITRANS MIDSTREAM: S&P Places 'BB-' ICR on Watch Developing ------------------------------------------------------------- S&P Global Ratings placed all of its ratings on Equitrans Midstream (ETRN), including its 'BB-' issuer credit rating, on CreditWatch with developing implications. The CreditWatch placement reflects the uncertainty regarding the close of the transaction and the completion of the Mountain Valley Pipeline (MVP) on time and on budget. On March 11, 2024, EQT Corp. (EQT) announced it entered into a definitive merger agreement to acquire Equitrans Midstream (ETRN) in an all-stock transaction. S&P said, "EQT announced it entered into a definitive merger agreement to acquire ETRN through an all-stock transaction. Pro-forma for the transaction, EQT shareholders will own 74% and ETRN shareholders will own 26% of the combined company. We note that the transaction closing is contingent on Federal Energy Regulatory Commission (FERC) authorizing MVP to commence service. Currently, we anticipate the transaction will close in the fourth quarter. "If the transaction closes, we would view it as supportive of ETRN's credit quality and believe that it is likely ETRN will be considered a core subsidiary of EQT. If this occurs, we would expect to align our ratings on ETRN with those on EQT. This determination will be made closer to transaction close when we have additional details on the acquisition. EQT is rated 'BBB-' with a negative outlook. For our views on EQT please see the recently published research update. "MVP remains under construction and recently faced an additional delay, with an in-service target of June 1, 2024. In our recent research update published on February 21, 2024, we outlined that if MVP is further delayed, we would downgrade the 'BB-' rating on ETRN. We do not believe that the potential transaction by EQT positively influences the likelihood of MVP being completed, and we highlight that the pipeline must be finished for the acquisition to occur. As a result, we still anticipate downgrading ETRN to the extent that MVP is further delayed, reflecting that it would lead to S&P Global Ratings-adjusted debt to EBITDA remaining above 5.5x through fiscal 2024 and could impact the likelihood and timing of the acquisition." The CreditWatch developing placement reflects the uncertainty around the completion of MVP on time and on budget, as well as the potential impact to the rating if the transaction with EQT closes. To the extent that MVP faces any further delays to enter service, which S&P currently anticipates occurring on June 1, 2024, S&P would anticipate lowering the rating on ETRN, as outlined in its latest research update published Feb. 21, 2024. If ETRN is acquired by EQT, which would require MVP to be completed, S&P could raise its ratings on ETRN three notches to align them with its prospective rating on EQT. EXTERIOR CONSTRUCTION: Hires Patino King and Yost as Counsel ------------------------------------------------------------ Exterior Construction Services, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nebraska to employ Patino King and Yost, L.L.C. as its counsel. The firm will render these services: (a) give the Debtor legal advice with respect to its powers and duties; (b) prepare the necessary schedules and plan; and (c) perform any and all other legal services for the Debtor which may be necessary. Patrick Patino, Esq., an attorney at the firm, will be billed at his hourly rate of $300, plus expenses. Mr. Patino 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: Patrick M. Patino, Esq. Patino King, LLC 13815 FNB Parkway, Suite 440 Omaha, NE 68154-2584 Telephone: (402) 401-4050 Email: patrick@patinoking.com About Exterior Construction Exterior Construction Services, Inc. is a gutter, roofing, and siding Company in Omaha, Neb. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Neb. Case No. 24-80090) on February 14, 2024, with $249,892 in assets and $1,800,145 in liabilities. Brandt R. Karstens, president, signed the petition. Judge Brian S. Kruse oversees the case. Patrick Patino, Esq., at Patino King and Yost, L.L.C. represents the Debtor as legal counsel. FLEETNURSE INC: Seeks to Hire Elevate Law as Bankruptcy Counsel --------------------------------------------------------------- FleetNurse, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ Elevate Law Group as its general bankruptcy counsel. The firm's services include: (i) consulting with it concerning the administration of the case; (ii) advising it with regard to its rights, powers and duties as a debtor in possession; (iii) investigating and, if appropriate, prosecuting on behalf of the estate claims and causes of action belonging to the estate; (iv) advising it concerning alternatives for restructuring its debts and financial affairs pursuant to a plan or, if appropriate, liquidating its assets; and (v) preparing the bankruptcy schedules, statements and lists required to be filed by the Debtor under the Bankruptcy Code and applicable procedural rules. The firm can be reached through: Nicholas J. Henderson, Partner $515 Alex C. Trauman, Partner $515 Troy G. Sexton, Partner $450 Jeremy Tolchin, Associate $435 Sean Glinka, Associate $435 Ryan Ripp, Associate $295 Noah Maurer, Associate $295 Paralegals $200 Legal Assistant $175 Elevate Law Group is a disinterested person within the meaning of Sec. 101(14) of the Bankruptcy Code and does not represent or hold any interest adverse to the interests of the estate or of any class of creditors or equity security holders, according to court filings. The firm can be reached through: Nicholas J. Henderson, Esq. ELEVATE LAW GROUP 6000 Meadows Road, Suite 450 Lake Oswego, OR 97035 Telephone: (503) 417-0500 Facsimile: (503) 417-0501 About FleetNurse, Inc. FleetNurse, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 24-60405) on February 23, 2024, listing in both assets and liabilities. The petition was signed by Israel Angeles as CEO. JudgeThomas M. Renn presides over the case. Nicholas J. Henderson, Esq. at ELEVATE LAW GROUP represents the Debtor as counsel. FRG ENTERPRISES: Continued Operations to Fund Plan -------------------------------------------------- FRG Enterprises, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Ohio a Plan of Reorganization dated March 5, 2024. The Debtor is an Ohio limited liability company created in July of 2022. Since October of 2022, the Debtor has operated "Fox's Bagel and Deli" in the Bexley area and in the North Market. The Debtor is owned by Jeremy Fox (owning 75%) and MNG Investments LLC (owning 25%). It has 24 employees. To begin operations, the Debtor borrowed funds from MNG and purchased substantially all of the assets (the "Asset Purchase") of Fox's Food, LLC, a company that is owned by Mr. Fox and which operated Block's Bagels in the locations now occupied by Fox's Bagel and Deli. The Asset Purchase was based upon an appraisal of the assets, with the funds going directly to Fox Foods, LLC's secured lender, the Huntington National Bank. MNG took a lien in the purchased assets which was properly perfected under Ohio law. As part of the Asset Purchase, the Debtor also assumed Fox's Food, LLC's leases in Bexley and in the North Market. Following the Asset Purchase, the Debtor was sued (the "HB3 Litigation") by HB3, LLC ("HB3," a supplier of Block's bagels to Fox's Food, LLC), alleging that (i) FRG received a fraudulent transfer from Fox's Food LLC, (ii) FRG is a successor to Fox’s Food, LLC's under a supply agreement with an initial term of ten years from September 28, 2016 (the "Supply Agreement") as a mere continuation of Fox's Food, LLC or otherwise; and (iii) FRG is required to honor the Supply Agreement. The Supply Agreement gives HB3 premium prices for the goods supplied by the Supply Agreement, excessive performance bonus fees, and high delivery costs. The Debtor was forced to defend the HB3 Litigation. Consequently, the Debtor borrowed additional funds from MNG as it waited for its day in court. Due to the extremely heavy dockets in the local trial courts, fourteen months passed since the TRO and the Debtor still did not have its day in court. The Debtor had a choice to either cease operations or file this proceeding. HB3 has filed a claim (the "HB3 Claim") in this proceeding which subsumes the claim that it filed in the HB3 Litigation. The Plan provides for a reorganization and restructuring of Debtor's financial obligations. The Plan provides for a distribution to creditors in accordance with the terms of the Plan by the Distribution Agent over the course of the Term, which is a total of five years. The Plan provides for monthly payments on the MNG pre-petition secured debt amortized over ten years, accruing interest at 9.5% per annum. As to the other debt owed by the Debtor, the Plan provides for payment in full of all Allowed Claims over the life of the Plan with payments to be made twice per year. Class 4 consists of Allowed general unsecured claims consists of the Debtor's vendor and service providers, and does not include HB3's tort-related claims described in Class 5. This class of creditors is estimated to have claims amounting to $184,363.55. After Class 1 and Class 2 Claims are paid in full, distributions to Class 4 creditors shall commence on a pro rata basis and pro rata with any allowed claims of Class 5. Class 4 is impaired. Class 5 consists of the HB3 General Unsecured Claim. HB3's proof of claim (Claim No. 7-1) consists of (i) a Section 503(b)(9) claim in the amount of $9,791.87, which the Debtor will treat as an administrative claim in Class 1 to be paid in full, and (ii) an unsecured claim of $1,317,538.50 arising from HB3's allegations of fraudulent transfer and related claims. To the extent that the HB3 General Unsecured Claim becomes an Allowed claim, then (after Class 1 and Class 2 claims have been paid in full) distributions on the Class 5 claim shall be made on a pro rata basis with the Class 4 claims. Class 5 is impaired. Class 6 consists of the Equity ownership in the Debtor. Class 6 Equity owners shall be entitled to retain their interests. The Debtor anticipates that the continued operations of the business will be adequate to fund the Plan over the Term. The Plan is based on the Debtor's in-house production and the utilization of Sammy's Bagels for its supply of bagels, as well as the purchase of new equipment. If the Debtor were forced to use HB3 as its supplier, then the cash available for Plan payments will likely be cut by approximately two-thirds through the termination date of the Supply Agreement. A full-text copy of the Plan of Reorganization dated March 5, 2024 is available at https://urlcurt.com/u?l=yXCiac from PacerMonitor.com at no charge. Counsel to the Debtor: Matthew T. Schaeffer, Esq. Bailey Cavalieri LLC 10 West Broad Street, Suite 2100 Columbus, OH 43215 Tel: (614) 229-3289 Fax: (614) 221-0479 Email: mschaeffer@baileycav.com About FRG Enterprises FRG Enterprises, LLC, is an Ohio limited liability company created in July of 2022. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ohio Case No. 23-54240) on December 6, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by BAILEY CAVALIERI LLC FTX TRADING: U.S. Trustee Appoints Robert Cleary as Examiner ------------------------------------------------------------ Andrew Vara, the U.S. Trustee for Regions 3 and 9, appointed Robert Cleary, Esq., attorney at Patterson Belknap Webb & Tyler, LLP as Chapter 11 examiner for FTX Trading Ltd. and affiliates. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the District of Delaware on Feb. 23. Mr. Cleary of Patterson Belknap Webb & Tyler, LLP disclosed in a court filing that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The examiner may be reached at: Robert J. Cleary, Esq. Patterson Belknap Webb & Tyler, LLP 1133 Avenue of the Americas New York, NY 10036 Email: rcleary@pbwt.com About FTX FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (doing business as FTX.com), West Realm Shires Services Inc. (doing business as FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. More entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/HomeIndex The official committee of unsecured creditors tapped Paul Hastings, LLP as bankruptcy counsel; FTI Consulting, Inc. as financial advisor; and Jefferies, LLC as the investment banker. Young Conaway Stargatt & Taylor, LLP is the committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GAUCHO GROUP: Unveils Enhanced Website for Algodon Wine Estates --------------------------------------------------------------- Gaucho Group Holdings, Inc. announced the launch of the newly revised website for its subsidiary, Algodon Wine Estates. Positioned as a premier wine, wellness, culinary, and sport resort alongside a luxury residential development in San Rafael, Mendoza, Argentina, the website, available at www.algodonwineestates.com, marks a significant milestone in the Company's strategy to integrate its real estate and hospitality offerings. The revamped Algodon Wine Estates website represents a strategic move to consolidate both the luxury real estate sales and resort experiences, providing patrons with a seamless platform to explore and engage with both aspects of the business. Visitors can now effortlessly browse exclusive homesites for sale while also booking unforgettable stays at the resort, all within a unified online environment. Scott Mathis, CEO, and Founder of Gaucho Group Holdings, commented, "We are thrilled to introduce the enhanced Algodon Wine Estates website, which reflects our commitment to delivering unparalleled luxury experiences to our clientele. By integrating our real estate and resort offerings into a cohesive online platform, we aim to elevate accessibility and engagement, further solidifying our position as a leading destination for discerning travelers and investors alike." About Gaucho Group Headquartered in New York, NY, Gaucho Group Holdings, Inc.'s mission has been to source and develop opportunities in Argentina's undervalued luxury real estate and consumer marketplace. The Company has positioned itself to take advantage of the continued and fast growth of global e-commerce across multiple market sectors, with the goal of becoming a leader in diversified luxury goods and experiences in sought after lifestyle industries and retail landscapes. With a concentration on fine wines (algodonfinewines.com & algodonwines.com.ar), hospitality (algodonhotels.com), and luxury real estate (algodonwineestates.com) associated with its proprietary Algodon brand, as well as the leather goods, ready-to-wear and accessories of the fashion brand Gaucho - Buenos Aires (gaucho.com), these are the luxury brands in which Argentina finds its contemporary expression. Gaucho reported a net loss of $21.83 million for the year ended Dec. 31, 2022, compared to a net loss of $2.39 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $18.91 million in total assets, $11.02 million in total liabilities, and $7.89 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated April 17, 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. The Company's operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. Based upon projected revenues and expenses, the Company believes that it may not have sufficient funds to operate for the next twelve months from the date these financial statements are made available. Since inception, the Company's operations have primarily been funded through proceeds received from equity and debt financings. The Company believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. The aforementioned factors raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of these financial statements, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. GILLIAM CONSTRUCTION: Wins Cash Collateral Access on Final Basis ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Gilliam Construction, Inc. to use the cash collateral of Capybara Capital, Retail Capital LLC dba Credibly and BayFirst National Bank, on a final basis, in accordance with the budget. As previously reported by the Troubled Company Reporter, at the time the case was filed, the Debtor's cash totaled approximately $25,000 and the Debtor's receivables totaled approximately $50,000. The Debtor requires the use of cash collateral to pay ordinary expenses necessary for operation of its business. The Debtor also expressed willingness to grant Secured Creditors a replacement lien against all cash received by Debtor post-petition. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=1TqHqr from PacerMonitor.com. The Debtor projects total disbursements, on a weekly basis, as follows: $24,180 for the week beginning March 18, 2024; and $67,180 for the week beginning March 25, 2024. About Gilliam Construction, Inc. Gilliam Construction, Inc. offers new construction and remodeling services in Reno, Nevada. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-50090) on January 29, 2024. In the petition signed by Jeremiah Gilliam, president, the Debtor disclosed $159,251 in assets and $1,142,700 in liabilities. Judge Hilary L. Barnes oversees the case. Kevin A. Darby, Esq., at Darby Law Practice, represents the Debtor as legal counsel. GLEMAUD MANAGEMENT: Case Summary & Six Unsecured Creditors ---------------------------------------------------------- Debtor: Glemaud Management Company LLC 1863 Holland Ave Bronx, NY 10462-3624 Business Description: Glemaud Management is primarily engaged in renting and leasing real estate properties. The Debtor owns four properties in Bronx, NY, having a total current value of $2.96 million based on the Debtor's estimate. Chapter 11 Petition Date: March 31, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-10417 Judge: Hon. Martin Glenn Debtor's Counsel: H Bruce Bronson, Esq. BRONSON LAW OFFICES PC 480 Mamaroneck Ave Harrison, NY 10528-1621 Tel: (914) 269-2530 Email: hbbronson@bronsonlaw.net Total Assets: $3,023,960 Total Liabilities: $3,243,044 The petition was signed by Judemyr Glemaud as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KXPS22Q/Glemaud_Management_Company_LLC__nysbke-24-10417__0001.0.pdf?mcid=tGE4TAMA GLOBAL DWELLING: Unsecureds Will Get 2% of Claims over 3 Years -------------------------------------------------------------- Global Dwelling, LLC d/b/a Trade Masters filed with the U.S. Bankruptcy Court for the Southern District of New York a Plan of Reorganization under Subchapter V dated March 5, 2024. Global Dwelling, LLC was formed in 2008 and currently operates as a sales and marketing firm of home services and products such as roofing, insulation and waterproofing, located in High Falls (Ulster County), New York. As a result of COVID-19 and general market conditions, the debtor experienced a downturn in business which greatly impacted its cash flow. Thereafter, the debtor shifted its operations from insulation sales and installation to strictly sales-based. Unfortunately, the debtor had fallen behind on its obligation to the U.S. Small Business Administration and other obligations. This subchapter V case under Chapter 11 of the Bankruptcy Code was filed to provide Global Dwelling, LLC with an opportunity to restructure the obligation with the U.S. Small Business Administration, as well as its other obligations. Class 7 consists of all Allowed Unsecured Claims against the debtor not entitled to priority treatment, including the general unsecured claim of the SBA. The Class 7 Claims shall be paid pro rata from the debtor's projected disposable income, on a monthly basis, over a period of 3 years (36 months) without interest. The claims in Class 7 total the sum of approximately $608,771.00. The debtor anticipates a distribution to Class 7 claimants of 2%, or a total of $12,172.42. This results in monthly payments to Class 7 claimants of $338.21. The principal of the debtor, John Kotsides, will continue to manage the debtor's business and retain the 100% ownership interest in the debtor post-confirmation. The debtor's Chapter 11 Plan will be implemented by revenues generated and received in the ordinary course and operation of the debtor's business. A full-text copy of the Plan of Reorganization dated March 5, 2024 is available at https://urlcurt.com/u?l=gWDNg2 from PacerMonitor.com at no charge. Attorneys for the Debtor: Michelle L. Trier, Esq. Genova, Malin & Trier LLP 1136 Route 9, Suite 1 Wappingers Falls, NY 12590 Tel: (845) 298-1600 Fax: (845) 298-1600 About Global Dwelling Global Dwelling, LLC, operates as a sales and marketing firm of home services and products such as roofing, insulation and waterproofing, located in High Falls (Ulster County), New York. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-36040) on December 20, 2023. In the petition signed by John Kotsides, managing member, the Debtor disclosed $500,000 in assets and up to $1 million. Judge Cecelia G. Morris oversees the case. Michelle L. Trier, Esq., at Genova, Malin & Trier, LLP, represents the Debtor as legal counsel. GLOBAL FERTILITY: No Decline in Patient Care, 3rd PCO Report Says ----------------------------------------------------------------- David Crapo, the court-appointed patient care ombudsman, filed a third report regarding the quality of patient care provided by Global Fertility & Genetics New York, LLC. The report covers the period from Nov. 15, 2023 to Feb. 26, 2024. The PCO has not received any information indicating that quality of care provided to Global Fertility's patients (including patient safety) is not acceptable and is currently declining or is otherwise being materially compromised, but reserves making an actual finding in that regard upon receipt of the information described immediately that has been requested from the company. In light of the lack of any negative information about Global Fertility and its clinical staff, the oversight and supervision provided by the company's clinical staff appears to be sufficient to uncover quality of care deficits as they arise. The PCO's receipt on a regular basis of updates to the information he has requested from Global Fertility in this and in his prior report should provide a reasonable basis to monitor whether the quality of care (including patient safety) provided by the company is declining or otherwise materially compromised. The PCO has found no evidence of a decline in the quality of patient care and safety at the facility. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=dXWAfK from PacerMonitor.com. The ombudsman may be reached at: David N. Crapo Gibbons P.C. One Gateway Center Newark, New Jersey 07102-5310 Telephone: (973) 596-4523 Facsimile: (973) 639-6244 Email: dcrapo@gibbonslaw.com About Global Fertility & Genetics Global Fertility & Genetics, New York, LLC is a reproductive endocrinology and fertility center in New York. The Debtor filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-10905) on June 6, 2023, with $289,407 in assets and $1,123,740 in liabilities. Judge Philip Bentley oversees the case. Michael J. Kasen, Esq., at Kasen & Kasen, P.C. is the Debtor's legal counsel. David Crapo is the patient care ombudsman appointed in the Debtor's Chapter 11 case. GOEROE'S GOLDENS: Seeks to Hire Nicholson PC as Bankruptcy Counsel ------------------------------------------------------------------ Goeroe's Goldens, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Nicholson P.C. as its counsel. The firm's services include: a. advising the Debtor with respect to its rights, powers and duties as debtors-in-possession in the continued operation and management of its business; b. advising the Debtor with respect to any plan of reorganization and any other matters relevant to the formulation and negotiation of a plan of reorganization in this case; c. representing the Debtor at all hearings and matters pertaining to its affairs as debtor and debtor-in-possession; d. preparing, on the Debtor's behalf, all necessary and appropriate applications, motions, answers, orders, reports, and other pleadings and other documents, and reviewing all financial and other reports filed in this Chapter 11 case; e. advising the Debtor with respect to, and assisting in the negotiation and documentation of, financing agreements, debt and cash collateral orders and related transactions; f. reviewing and analyzing the nature and validity of any liens asserted against the Debtor's property and advising the Debtor concerning the enforceability of such liens; g. advising the Debtor regarding its ability to initiate actions to collect and recover property for the benefit of its estate; h. advising and assisting the Debtor in connection with the potential sale of the Debtor's assets; i. advising the Debtor concerning executory contract and unexpired lease assumptions, lease assignments, rejections, restructurings and recharacterization of contracts and leases; j. reviewing and analyzing the claims of the Debtor's creditors, the treatment of such claims and the preparation, filing or prosecution of any objections to claims; k. commencing and conducting any and all litigation necessary or appropriate to assert rights held by the Debtor, protect assets of the Debtor's chapter 11 estate or otherwise further the goal of completing the Debtor's successful reorganization other than with respect to matters to which the Debtor retains special counsel; and l. performing all other legal services and providing all other necessary legal advice to the Debtor as debtor-in-possession which may be necessary in the Debtor's bankruptcy proceeding. The hourly rates of the firm's counsel and staff are as follows: Shareholders $400 Associates $210 Paraprofessionals $120 Kate Nicholson, Esq., a sole shareholder of Nicholson PC, 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: Kate E. Nicholson, Esq. Nicholson PC 21 Bishop Allen Dr. Cambridge, MA 02139 Telephone: (857) 600-0508 Email: knicholson@nicholsonpc.com About Goeroe's Goldens, LLC Goeroe's Goldens is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Goeroe's Goldens, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 24-10275) on February 13, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Barbara A. Niggel as manager. Kate E. Nicholson, Esq. at NICHOLSON P.C. represents the Debtor as counsel. GOTO GROUP: S&P Raises ICR to 'CCC+' Following Below Par Exchange ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based unified communications (UCC) solutions provider GoTo Group Inc. to 'CCC+' from 'SD' (selective default). S&P said, "At the same time, we raised our issue-level rating on the existing secured senior notes due September 2027 that were not exchanged to 'CCC-' from 'D' and revised the recovery rating to '6' from '3'. "Subsequently, we withdrew all our issue level and recovery ratings on GoTo's existing debt. We do not rate the new exchange debt. "The stable outlook reflects our expectation for GoTo to maintain sufficient liquidity over the next 12 months despite growth challenges. The outlook also reflects the company's reducing cash flow deficits following its below par debt exchange. "We reassessed GoTo Group Inc.'s credit profile following its distressed exchange. The below par exchange has minimal impact on GoTo's credit metrics given debt to EBITDA will remain elevated at about 8.4x and free operating cash flow (FOCF) to debt will remain negative in 2024 even as deficits decrease. "We view GoTo's capital structure as unsustainable. Despite the below par debt exchange for substantially all its funded debt, the company's debt to EBITDA remains elevated. We estimate pro forma leverage to be approximately 8.4x compared with 9.3x at Sept. 30, 2023, and forecast it to be about 8.3x at the end of 2024. S&P Global Ratings' EBITDA includes restructuring expenses of about $40 million in 2023 and about $20 million in 2024, which is consistent with prior years. We also expense all capitalized development costs of about $30 million. While we expect one-time expenses related to standing up LastPass as a siloed business and rebranding not to recur, the company has a history of incurring restructuring costs that we do not add back to EBITDA. "We expect annual FOCF to remain negative at least through 2024 even as the deficit is decreasing principally because of the exchange. The company will benefit from lower cash interest of about $30 million annually due to the exchange. However, the company's significant debt service requirements including $285 million interest expense and debt amortization payments might be challenging to sustain if its operating performance falls short of expectations. As such, we believe GoTo is highly dependent on favorable operating and market conditions to service its financial obligations. "The stable outlook reflects our expectation for the company to maintain sufficient liquidity over the next 12 months despite revenue growth headwinds and FOCF deficits albeit reducing, expected through 2024. The outlook also incorporates the company's debt maturity runway that provides some flexibility to stabilize business operations over the next one to two years and reduces the likelihood of a distressed exchange or similar transaction in the near-term." S&P could lower the rating if: -- Liquidity weakens because of operation challenges, greater competition in unified communications, or further client churn because of the security incident at LastPass; -- The company is unable to stem revenue erosion over the next one to two years and requires additional cost restructuring or incurs other cash needs that pressure operating cash flow and liquidity or weakened covenant cushion; or -- S&P believes persistent business challenges and rising liquidity pressures lead to a restructuring or similar transaction within 12 months. S&P could raise the rating if it believes the company is on the path to achieving sustainable revenue growth and free cash flow expansion such that debt to EBITDA approaches 7.5x and FOCF is reliably positive. GREENIDGE GENERATION: Expands Capacity With 40 MW of Low-Cost Power ------------------------------------------------------------------- Greenidge Generation Holdings Inc. announced that it has expanded its U.S. footprint with access to 40 MW of low-cost power through property expansions in Mississippi and North Dakota. Greenidge purchased 12 acres with 32.5 MW of mining capacity in Mississippi and is in the process of deploying 7 MW of miners in Q2. By April 1, the Company intends to deploy additional miners in conjunction with a 7.5 MW mining capacity lease in North Dakota. Greenidge also signed Engineering, Procurement and Construction Management contracts in North Dakota and Texas, which are expected to increase revenue in a growing business line for Greenidge. Greenidge CEO Jordan Kovler commented: "By expanding our self-mining capabilities in key territories, Greenidge will be able to continue increasing our mining load flexibility and optimizing our operations to supercharge growth. We are also pleased that these expansions will create new jobs for local residents in both Mississippi and North Dakota. Greenidge continues to evaluate new sites and exciting opportunities to enhance value for all stakeholders." In January, Greenidge produced approximately 150 bitcoin, of which 50 bitcoin were produced by Greenidge owned miners and 100 were produced through our datacenter hosting. Greenidge's hash rate in January was approximately 2.4 EH/s, with 0.8 EH/s from Greenidge owned miners and 1.6 EH/s from our datacenter hosting. In February Greenidge produced approximately 128 bitcoin, of which 41 bitcoin were produced by Greenidge owned miners and 87 were produced through our datacenter hosting. Greenidge's hash rate in February was approximately 2.6 EH/s, with 0.8 EH/s from Greenidge owned miners and 1.8 EH/s from our datacenter hosting. Greenidge's hash rate is expected to increase to 2.8 EH/s by April 1 as a result of deploying over 2,100 of its miners (adding 0.2 EH/s of self-mining). Moving forward, Greenidge will report its Bitcoin mined on a monthly basis, in response to shareholder feedback. About Greenidge Generation Greenidge Generation Holdings Inc. (NASDAQ: GREE) is a vertically integrated power generation company, focusing on cryptocurrency mining, infrastructure development, engineering, procurement, construction management, operations and maintenance of sites. Greenidge said in its Quarterly Report for the period ended Sept. 30, 2023, that given the uncertainty regarding the Company's financial condition over the next 12 months from the date these financial statements were issued, the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a reasonable period of time. Dallas, Texas-based Armanino LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company incurred a loss from operations and generated negative cash flows from operations during the year ended Dec. 31, 2022. These conditions raise substantial doubt about the Company's ability to continue as a going concern. GUARDIAN FUND: Plan Exclusivity Period Extended to April 2 ---------------------------------------------------------- Judge Hilary L. Barnes of the U.S. Bankruptcy Court for the District of Nevada extended Guardian Fund, LLC's exclusive period to file a plan of reorganization to April 2, 2024. As shared by Troubled Company Reporter, the Debtor explained that they have reached an interim resolution reinstating the status quo regarding the administration of 12 Bridges, Inc.'s properties under the Power of Attorney. The Debtor stated that the parties will also be participating in a settlement conference to attempt to arrive at a final global resolution of their disputes. The Debtor claimed that the outcome of any settlement will be an important part of its plan because its claim against 12 Bridges is a significant asset of its estate, and the it anticipates using the 12 Bridges properties to fund the plan. Guardian Fund, LLC is represented by: Stephen R. Harris, Esq. Norma Guariglia, Esq. HARRIS LAW PRACTICE LLC 850 E. Patriot Blvd., Suite F Reno, NV 89511 Tel: (775) 786-7600 Email: steve@harrislawreno.com norma@harrislawreno.com About Guardian Fund The WendellLa and Nancy King Family Trust and several other creditors represented by Jeffrey L. Hartman filed a Chapter 7 involuntary petition (Bankr. D. Nev. Case No. 23-50117) against Guardian Fund, LLC, a company in Reno, Nev., on March 17, 2023. On April 11, 2023, Guardian Fund filed a Chapter 11 voluntary petition (Bankr. D. Nev. Case No. 23-50233). At the time of the filing, Guardian Fund reported $10 million to $50 million in assets and $50 million to $100 million in liabilities. On April 27, 2023, the Nevada bankruptcy court approved the stipulation filed in both cases by Guardian Fund and the petitioning creditors. The order directed the consolidation of the two cases, with Case No. 23-50177 as the lead case, and set the Chapter 11 petition date to March 17, 2023. Judge Natalie M. Cox oversees the case. The Debtor tapped Harris Law Practice, LLC and Excelsis Accounting Group as legal counsel and accountant, respectively. On May 10, 2023, the U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors. Sallie B. Armstrong, Esq., at McDonald Carano, LLP serves as the committee's legal counsel. Jeffrey Golden, Esq., is the examiner appointed in the Debtor's Chapter 11 case. HAWAIIAN ELECTRIC: S&P Affirms 'B-' ICR, Outlook Negative --------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit ratings on Hawaiian Electric Industries Inc. (HEI), Hawaiian Electric Co. Inc. (HECO), Hawaii Electric Light Co. Inc., and Maui Electric Co. Ltd. S&P assigned negative outlooks to these entities. The negative outlooks reflect continued litigation risk and ongoing investigations related to the 2023 wildfires that could materially weaken credit quality. HEI is actively working with the state of Hawaii and several stakeholders on Maui's recovery. This includes compensation for those who suffered losses in the Maui wildfires and who are named as plaintiffs in various cases. S&P expects these discussions will require considerable efforts to resolve. However, a comprehensive solution would be supportive of credit quality. S&P assesses the One Ohana initiative as supportive of credit quality but far from a comprehensive solution. Gov. Green announced the initiative in November 2023. It consists of $175 million public-private fund to compensate victims, expected to be jointly funded by the state, HECO, Kamehameha Schools, Maui County, and other entities. As designed, victims and their families who choose to receive compensation would waive their ability to bring legal action. HEI is working on improving its near-term liquidity. S&P continues to assess HEI's liquidity as adequate. On Feb. 16, 2024, HECO filed an application with the Public Utilities Commission for approval to pursue additional financing through a secured asset-based (accounts receivable) credit facility, which could provide up to $250 million in liquidity. In addition, HEI suspended its common dividends in the third quarter of 2023 and has fully drawn its consolidated $375 million revolving credit facilities. HEI's next significant maturity is about $109 million in 2025. At year-end 2023, HEI had about $137 million consolidated cash on the balance sheet (excluding bank cash). Legislation is pending to address catastrophic wildfire costs. Senate Bill 2922 and House Bill 2265 propose to implement a Catastrophic Wildfire Securitization Act that would provide utilities with the ability to securitize costs stemming from catastrophic wildfires. However, it is not determined if the legislation would cover HEI's 2023 wildfire costs. S&P will continue to monitor developments. The negative outlook on HEI and its subsidiaries reflects continued litigation risk and ongoing investigations related to the 2023 wildfires that could materially weaken credit quality. S&P could lower its ratings on HEI and its subsidiaries over the next 12 months if the company's credit quality weakens. This could stem from: -- Unfavorable outcomes on pending investigations, lawsuits, or inconsistent access the capital markets; or -- The company not reaching a comprehensive solution with stakeholders to address 2023 wildfire related costs. S&P could revise the outlook to stable over the next 12 months following confirmation that: -- HEI's power lines were not a contributing cause of the wildfire; -- Additional evidence of litigation risk receding; -- It reaches a comprehensive solution with all stakeholders to address 2023 wildfire related costs; and -- The company's regulatory construct remains supportive of credit quality. HAYAT BAKHT: Seeks to Hire Narissa A. Joseph as Bankruptcy Counsel ------------------------------------------------------------------ Hayat Bakht Corp seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Law Office of Narissa A. Joseph as counsel. The firm will render these services: (a) consult with the Debtor concerning the administration of the Chapter 11 case; (b) investigate the Debtor's past transactions, commence actions with respect to its avoiding powers under the Bankruptcy Code; and advise with respect to transactions entered into during the pendency of its case; (c) assist the Debtor in the formation of a Chapter 11 plan; and (d) perform any and all such other legal services as may be required by the Debtor in the interest of the estate. The hourly rates of the firm's counsel and staff are as follows: Partners $350 - $400 Associates $275 - $300 Clerks and Paraprofessionals $75 - $100 Ms. Joseph disclosed in a court filing that she is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Narissa A. Joseph, Esq. Law Office of Narissa A. Joseph 305 Broadway Suite 1001 New York, NY 10007 Telephone: (212) 233-3060 Facsimile: (646) 607-3335 Email: njosephlaw@aol.com About Hayat Bakht Corp Hayat Bakht Corp sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-40302) on January 24, 2024, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. Narissa A Joseph, Esq. at the LAW OFFICE OF NARISSA A. JOSEPH represents the Debtor as counsel. HELLER EHRMAN: Court Rules on VLGI Defendants' Motions to Dismiss ----------------------------------------------------------------- Judge Dennis Montali of the United States Bankruptcy Court for the Northern District of California entered a Memorandum Decision on the VLG Investments, LLC Defendants' Motions to Dismiss an adversary complaint filed by the plan administrator of Heller Ehrman LLP. Michael Burkhart, the Chapter 11 Plan administrator, filed complaints against various VLGI Defendants over the 2021 buyback of SpaceX stock. Heller Ehrman LLP merged with Venture Law Group in 2003. Part of the compensation structure of Venture Law Group, which then also became part of the compensation structure of Heller, were distributions from investment funds established to invest in Venture Law Group's startup clients. The major investment vehicle was VLGI, which would invest in the start-ups of Venture Law Group's clients, and also allowed certain partners and other attorneys and staff to invest in those clients via VLGI. Or rather, VLGI created annual funds that accomplished the task. Each year, a subfund of VLGI would be established, in which members' funds were pooled, then investments made and held. Each subfund was denominated by "VLG Investments + YEAR," such as VLG Investments 2002, VLG Investments 2004, and so on. Until 2006, those subfunds, while separately named and maintained, remained part of VLGI. Beginning in 2006, each subfund was incorporated as a separate limited liability company each year, resulting in defendants VLG Investments 2006, LLC; VLG Investments 2007, LLC; and VLG Investments 2008, LLC (together, the "Defendant Funds"). For the years after the merger and prior to 2006, Heller was a member of VLGI and a member of various subfunds, except for the 2004 subfund and 2005 subfund. Heller was a member and manager of the Defendant Funds, until, improperly or not, it was removed as a manager during the bankruptcy case in 2008. In 2002, VLGI, via the 2002 subfund, purchased or acquired a combination of common and preferred stock from fledgling start-up SpaceX. Each type of share was purchased for the benefit of the members of the 2002 subfund. Defendants Edmund S. Ruffin, Jr., Craig W. Johnson (through the trustee of his trust), and John V. Bautista also personally purchased SpaceX stock. At the time of those personal purchases, it was VLGI policy for partners to personally purchase no more than 30% of any stock offered to VLGI or its subfunds (known as the 70/30 rule). The personal purchases were in excess of the 30% of what was acquired by the 2002 Subfund. By 2021, the value of SpaceX stock skyrocketed. Individual defendants Mark Medearis, Mark Windfeld-Hansen, and John Robertson, acting on behalf of VLGI, engaged in a stock-buyback with SpaceX, resulting in a large multimillion dollar payout and distribution to both the 2002 and 2005 subfund members, including a $2.6 Million payout to Heller of only preferred stock. However, certain Defendants relied on unsigned and unexecuted amended subfund documents to determine that Heller only held some interest in preferred stock, but not common stock. This determination that Heller only had an interest in preferred stock, along with the connection of the 2002 subfund (of which Heller was a member) and the 2005 subfund (of which Heller was not) both worked to limit Heller's distribution of SpaceX stock to an amount far less than what Plaintiff contends it should have been. Defendants then apparently worked to actively conceal from the Plaintiff facts that might have revealed a larger amount owed to Heller. On January 12, 2024, the Court held a hearing on the VLGI Defendants' Motion to Dismiss Complaint (the "VLGI Defendants); Defendant Elias Blawie's Motion to Dismiss the Chapter 11 Plan Administrator's Complaint and Joinder in VLGI Defendants' Motion to Dismiss; Defendant David Jargiello's Notice of Motion and Motion to Dismiss the Chapter 11 Plan Administrator's Complaint and Joinder to VLGI Defendants' Motion to Dismiss ("Jargielio Motion"); John V. Bautista and Edmund S. Ruffin, Jr.'s Motion to Dismiss the Plan Administrator's Complaint and Joinder in VLGI Defendants' Motion to Dismiss. The Court took the matter under submission thereafter. The Court will grant the Motions to Dismiss and dismiss the Chapter 11 Plan Administrator's Complaint for: (1) Turnover; (2) Breach of Fiduciary Duty; (3) Fraudulent Concealment; (4) Negligent Misrepresentation; (5) Intentional Misrepresentation; (6) Conversion; and (7) Unjust Enrichment with leave to amend as the VLGI Defendants and without leave to amend as to all other defendants. On August 13, 2010, the Court entered the Order Granting Motion for an Order Approving Settlements with Former Heller Shareholders and Determining That Such Settlements Will Constitute "Good Faith" Settlements Under California Code of Civil Procedure 877 in the main bankruptcy case. The Court notes that various settlements encompassed by the Release are incredibly broad and released from liability Defendants John Robertson; Mark Medearis; Mark Windfeld-Hansen; Elias Blawie; John V. Bautista; and Edmund S. Ruffin, and others from any future claims, known or unknown to the Heller at the time of the release, including the claims Plaintiff makes in the Complaint. The Plaintiff asserts causes of action for fraudulent concealment, conversion, and unjust enrichment against Defendant Jargiello. The operative facts of the Complaint as to Mr. Jargiello allege that he was involved in a string of emails close to Heller's bankruptcy filing in 2008 discussing potential creditor assertions that VLGI and the subfunds are assets of Heller, with Mr. Jargiello recommending "maintaining absolute separateness" and recommending keeping further discussions confidential and privileged and potentially engaging outside counsel on the matter. The Court states that without any facts plead as to Mr. Jargiello that go beyond emails regarding risk assessment in 2008, no cause of action for fraudulent concealment, conversion, or unjust enrichment can be properly plead. Additionally, the Court agrees with Mr. Jargiello's assessment that time has long since run to bring a claim against him. The Plaintiff also alleges a claim for turnover as to all defendants. However, the Court finds that the Complaint's citations regarding turnover pursuant to 11 U.S.C. Sec. 542(a) only serve to reinforce the point that turnover is simply not appropriate here: In re Process America, Inc. 588 B.R. 82 (Bankr. C.D. Cal. 2018) (turnover appropriate for a contractual right to credit card processing residuals); Sonoma West Medical Center, Inc. 2021 WL 4944089, (Bankr. N.D. Cal. Oct. 22, 2021) (account receivables). The seminal case involving turnover, Whiting Pools, detailed a physical asset seized by the IRS prior to bankruptcy. All of these cases involved physical assets or money -- a far cry from a contingent right to a distribution of stock in the far future based on joint ownership in an investment fund. "This is what is at stake here -- how much of distribution is owed (as Heller did receive millions of dollars in a previous distribution in 2021), not even ownership of the stock itself," the Court notes. With respect to claims asserted against the Defendant Funds for conversion and unjust enrichment, the Court finds that the only facts plead as to the Defendant Funds is the Debtor's alleged improper removal as manager (but not member) of the Defendant Funds at the time of the bankruptcy filing (for which any remedy is time-barred), and a bare statement that the Defendant Funds are "Related Entities" with VLGI, meaning all acts of VLGI should also be attributed to the Defendant Funds. The Court states that there are no facts asserted that these Defendant Funds, which are separate legal entities from VLGI -- even if management agreements empower various boards of directors to steer the Defendant Funds in similar directions -- were part of the alleged concealment or conversion of SpaceX funds for which Plaintiff ultimately seeks recovery. There are no facts plead that there was any distribution from the Defendant Funds that was not made to Heller due to the Debtor's removal as a manager, any other fact implicating the Defendant Funds in a conversion scheme, nor any facts that the Defendant Funds were themselves a recipient of the SpaceX distribution or any other unjust enrichment. The case is MICHAEL BURKART, CHAPTER 11 PLAN ADMINISTRATOR, Plaintiff, v. VLG INVESTMENTS, LLC, a Delaware limited liability company; VLG INVESTMENTS 2006, LLC, a Delaware limited liability company; VLG INVESTMENTS 2007, LLC, a Delaware limited liability company; VLG 2008, LLC, a Delaware limited liability company; JOHN ROBERTSON, an individual; MARK MEDEARIS, an individual; MARK WINDFELD-HANSEN, an individual; ELIAS BLAWIE, an individual; DAVID JARGIELLO, an individual; ROBERT J. HELDT, JR. AND KAREN M. KRAMER AS COEXECUTORS OR TRUSTEES IN THEIR CAPACITIES AS SUCCESSOR TO ROSEANNE M. ROTANDARO, TRUSTEE OF THE CRAIG W. JOHNSON TRUST DATED AUGUST 31, 2000; JOHN V. BAUTISTA, an individual; EDMUND S. RUFFIN, JR., an individual; and DOES 1 through 10, Defendants, Case No. 08-32514 (Bankr. N.D. Cal.) A copy of the Court's decision dated March 4, 2024, is available at https://tinyurl.com/dkzv5vtw About Heller Ehrman Headquartered in San Francisco, Calif., Heller Ehrman, LLP was an international law firm of more than 730 attorneys in 15 offices in the United States, Europe, and Asia. Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D. Cal., Case No. 08-32514) on Dec. 28, 2008. Members of the firm's dissolution committee led by Peter J. Benvenutti approved a plan dated Sept. 26, 2008, to dissolve the firm. According to reports, the firm had roughly $63 million in assets and 54 employees at the time of its filing. In its bankruptcy petition, the firm estimated assets and debt at $50 million to $100 million as of the Petition Date. The Hon. Dennis Montali presides over the case. Pachulski Stang Ziehl & Jones, LLP assisted the Debtor in its restructuring effort. The official committee of unsecured creditors is represented by Felderstein Fitzgerald Willoughby & Pascuzzi, LLP. On Aug. 13, 2010, the court confirmed the Debtor's joint Chapter 11 plan of liquidation. Under the plan, the Debtor retained the responsibility for claims review, dispute resolution and distribution. Michael Burkart is the duly appointed administrator under the plan and has been managing the Debtor since the plan went into effect. Mr. Burkart is represented by Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP. HERO'S HEATING: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized Hero's Heating and Cooling 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 for the time period of March 4 to March 17, 2024. Corporation Service Company, as Representative, Velocity Capital Group (V Cap), and Idea 247, Inc. are the Debtor's possible lienholders. The Debtor is directed to maintain one or more Debtor-in-Possession bank accounts, into which it will deposit all cash, checks, and other cash items. A further hearing on the matter is set for March 27 at 10 a.m. A copy of the order and the Debtor's budget is available at https://urlcurt.com/u?l=NXYmhg from PacerMonitor.com. The Debtor projects $40,000 in income and $38,848 in expenses for the period from March 4 to 17, 2024. About Hero's Heating and Cooling Hero's Heating and Cooling sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00730-5-PWM) on March 4, 2024. In the petition signed by the owner, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Judge Pamela W. McAfee oversees the case. William Kroll, Esq., at Everett Gaskins Hancock Tuttle Hash LLP, represents the Debtor as legal counsel. HOW TO GET: Seeks to Hire Roderick Linton Belfance as Counsel ------------------------------------------------------------- How to Get Flipping Rich, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Roderick Linton Belfance, LLP as its counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties in the continued operation of the business; (b) advise the Debtor with respect to all bankruptcy matters; (c) prepare all necessary legal papers; (d) represent the Debtor at all hearings on matters relating to its affairs and interests before the bankruptcy court; (e) prosecute and defend litigated matters that may arise during the pendency of the Debtor's Chapter 11 case; (f) advise the Debtor with respect to other legal matters that may arise during the pendency of the case; and (g) perform other legal services that are necessary for the economic and efficient administration of the case. The hourly rates of the firm's counsel and staff are as follows: Partner Attorneys $290 - $350 Associate & Of Counsel Attorneys $225 - $290 Paralegals $125 - $165 In addition, the firm will seek reimbursement for expenses incurred. The firm received an initial retainer of $5,263 on or about Feb. 24, 2024 Steven Heimberger, Esq., an attorney at Roderick Linton Belfance, 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: Steven J. Heimberger, Esq. Roderick Linton Belfance, LLP 50 S. Main Street, 10th Floor Akron, OH 44308 Telephone: (330) 434-3000 Facsimile: (330) 434-9220 Email: sheimberger@rlbllp.com About How to Get Flipping Rich How to Get Flipping Rich, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50262) on February 27, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge Alan M Koschik presides over the case. Steven Heimberger, Esq. at Roderick Linton Belfance, LLP represents the Debtor as counsel. HUMBLE & FUME: Ontario Court Grants Two Approval, Vesting Orders ---------------------------------------------------------------- Humble & Fume Inc. (CSE: HMBL) (OTC Pink: HUMBF) and its subsidiaries, Humble & Fume Inc. (Manitoba), P.W.F. Holdco, Inc., Windship Trading LLC, B.O.B. Headquarters Inc., Fume Labs Inc., and Humble Cannabis Solutions Inc. (together with the Company, collectively, the "Humble Group") on March 11 disclosed that they were granted two Approval and Vesting Orders (the "Vesting Orders") on March 7, 2024 by the Ontario Superior Court of Justice (Commercial List) (the "Court") under the Companies' Creditors Arrangement Act (the "CCAA"). The Vesting Orders were granted in connection with the Humble Group's sale and investment solicitation process (the "SISP") conducted under the Company's previously announced proceedings ("CCAA Proceedings") commenced in the Court under the CCAA. On January 23, 2024, the Company and 1000760498 Ontario Inc. (the "Purchaser"), entered into a stalking-horse agreement which was amended and restated on March 5, 2024 (as amended, the "Stalking Horse Agreement"), pursuant to which the Purchaser has agreed to purchase the shares of the Company and the shares of B.O.B. Headquarters Inc. (as further described below) in exchange for the assumption, by the Purchaser, of certain of the Humble Group's secured debt (the "Transaction"). On January 24, 2024, the Court approved the Stalking Horse Agreement for the purpose of acting as a stalking horse bid in the SISP. The Humble Group and its Court-appointed monitor, Deloitte Restructuring Inc. (the "Monitor") conducted the SISP, which concluded on February 23, 2024. The Monitor, in consultation with the Humble Group, reviewed the bids submitted in the SISP and determined that the Stalking Horse Agreement provided the best outcome for the Humble Group's stakeholders. On March 7, 2024 the Court approved the Stalking Horse Agreement, as amended, and granted the Vesting Orders. The Vesting Orders approve the Stalking Horse Agreement and the Transaction noted therein, including, among other things: (a) the transfer of all of the issued and outstanding shares of B.O.B. Headquarters Inc. to the Purchaser; and (b) the sale and issuance by the Company of 100,000,000,000 Common Shares (the "Purchased Shares") to the Purchaser and the termination and cancellation of all capital shares, capital stock, partnership, membership, joint venture or other ownership or equity interest, participation or securities of the Company other than the Purchased Shares. A copy of the Vesting Orders is available at the Monitors website. The Transaction constitutes a "business combination" under MI 61-101 pursuant to which a related party of the Company will acquire the Humble Group. However, the Transaction is exempt from the formal valuation requirements set out in MI 61-101 as at the time of the transaction, the securities of the Company were not listed or quoted on one of the exchanges or markets specifically identified in MI 61-101. The Company did not seek minority shareholder approval for the Transaction as the Court waived any requirements for shareholder approval under the Vesting Orders. Relevant court materials, including the Vesting Orders and the Stalking Horse Agreement, will be available on the Monitor's website. Humble & Fume Inc. distributes cannabis and cannabis accessories in Canada and the United States. INFINERA CORP: Releases Preliminary Q4 2023 Results --------------------------------------------------- Infinera Corporation released preliminary financial results for its fourth quarter ended Dec. 30, 2023. For the fourth quarter, * Preliminary revenue is expected to be $435 million to $452 million, compared to the Company's prior outlook of $421 million to $451 million. * The resulting preliminary GAAP gross margin is expected to be 38.0% to 40.0%, compared to the Company's prior outlook of 37.3% to 40.4%. * The resulting preliminary GAAP operating margin is expected to be 0.0% to 3.0%, compared to the Company's prior outlook of 0.7% to 5.0%. * The resulting preliminary GAAP net income (loss) per diluted share is expected to be ($0.02) to $0.04, compared to the Company's prior outlook of ($0.04) to $0.04. * Preliminary non-GAAP gross margin is expected to be 39.0% to 41.0%, compared to the Company's prior outlook of 38.0% to 41.0%, and the preliminary non-GAAP operating margin is expected to be 5.7% to 8.3%, compared to the Company’s prior outlook of 5.5% to 9.5%. * Preliminary non-GAAP net income per diluted share is expected to be $0.07 to $0.13, compared to the Company's prior outlook of $0.05 to $0.13 per diluted share. * Preliminary cash and cash equivalents, including restricted cash, was approximately $174 million. Infinera CEO David Heard said, "We ended 2023 on a high note with a strong fourth quarter during which the midpoints of our preliminary revenue, gross margin, and earnings per share ranges are all expected to come in above those of our prior outlook ranges. For the full year of 2023, we expect to deliver our sixth consecutive year of revenue growth, expand gross margin to a level approaching 40%, and grow earnings per share on a year-over-year basis." "As we look ahead, like the rest of the industry, we are expecting a slow first half of the year. Regardless, both the pace and scale of our design wins are accelerating. Already, in the first 60 days of 2024, we have achieved major hyperscale-influenced strategic wins, one of which is among the most significant in the Company's history, based on our Systems and Subsystems solutions. These strategic wins, combined with our design win funnel, position us well to deliver a stronger second half and place us on a path to achieve our seventh consecutive year of revenue growth with continued margin and earnings per share expansion," continued Mr. Heard. Financial Outlook Infinera's outlook for the quarter ending March 30, 2024, is as follows: * Revenue is expected to be $320 million to $350 million. * GAAP gross margin is expected to be 35.3% to 37.4%. Non-GAAP gross margin is expected to be 36.0% to 38.0%. * GAAP operating expenses are expected to be $157 million to $161 million. Non-GAAP operating expenses are expected to be $143 million to $147 million. * GAAP operating margin is expected to be (13.5%) to (8.2%). Non-GAAP operating margin is expected to be (8.5%) to (3.5%). * GAAP net loss per diluted share is expected to be ($0.25) to ($0.17). Non-GAAP net loss per diluted share is expected to be ($0.18) to ($0.10). On Feb. 29, 2024, the Company filed a Notification of Late Filing on Form 12b-25 pursuant to which it disclosed it would not be able to file its Annual Report on Form 10-K for its fiscal year ended Dec. 30, 2023 by Feb. 28, 2024, the original due date for such filing, without unreasonable effort or expense due to the circumstances described below. Subsequent to the filing of the Company's Form 10-K and Quarterly Reports on Form 10-Q for the periods ended Dec. 31, 2022, April 1, 2023 and July 1, 2023, respectively, Ernst & Young LLP, the Company's independent registered public accounting firm, informed the Company that the Public Company Accounting Oversight Board had commenced an inspection of EY's audit of the Company's consolidated financial statements for the fiscal year ended Dec. 31, 2022. Subsequently, EY raised questions regarding the Company's stand-alone sales price ("SSP") methodology as it relates to revenue allocation between product revenue, which is recognized upon delivery, and certain components of services revenue, which is amortized over a period of time. In addition, EY raised questions regarding the sufficiency of documentation retained by the Company related to the revenue portion of its quote to cash cycle (revenue cycle) and its inventory cycle. As a result of these queries, the Company reexamined its SSP methodology and engaged in an evaluation of its review procedures related to its revenue cycle and its inventory cycle. Subsequently, the Company's management concluded that, as of Dec. 31, 2022, there were material weaknesses in its internal control over financial reporting related to its revenue cycle, inventory cycle, and with respect to these, its internal resources, expertise and policies required to maintain an effective control environment. As a result, the Company's internal control over financial reporting was not effective, as of Dec. 31, 2022, and continues to be ineffective, and these material weaknesses are unremediated to date. Furthermore, the Company's Chief Executive Officer and Chief Financial Officer have determined that because of these material weaknesses, the Company's disclosure controls and procedures were not effective at a reasonable assurance level as of Dec. 31, 2022, April 1, 2023, July 1, 2023 and Sept. 30, 2023. On Feb. 29, 2024, the Company filed a Form 10-K/A for the period ended Dec. 31, 2022, a Form 10-Q/A for the period ended April 1, 2023, a Form 10-Q/A for the period ended July 1, 2023 and a Form 10-Q for the period ended Sept. 30, 2023. The Company intends to delay the filing of its Form 10-K until the Company completes its year-end closing procedures in light of the delays caused by the circumstances described above. 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 solutions deliver industry-leading economics and performance in long-haul, submarine, data center interconnect, and metro transport applications. Infinera reported a net loss of $76.04 million in 2022, a net loss of $170.78 million in 2021, a net loss of $206.72 million in 2020, and a net loss of $386.62 million in 2019. INNOVATE CORP: Commences $19M Rights Offering for Common Shares --------------------------------------------------------------- INNOVATE Corp. announced that it has commenced its $19.0 million rights offering for its common stock. All INNOVATE stockholders will have the opportunity to participate in the offering and subscribe for their basic subscription amount of newly issued shares of common stock in proportion to their respective existing ownership amounts. INNOVATE stockholders who exercise their respective full basic subscription rights will have over-subscription privileges giving such INNOVATE stockholders the option to subscribe for any shares of common stock that remain unsubscribed at the expiration of the rights offering. If the aggregate subscriptions (basic subscriptions plus over-subscriptions) exceed the amount offered in the rights offering, then the aggregate over-subscription amount will be pro-rated among the stockholders exercising their respective over-subscription privileges based on the basic subscription amounts of such stockholders. The Company is distributing to each holder of the Company's common stock as of 5:00 p.m., New York time, March 6, 2024, one transferable subscription right to purchase 0.2858 shares of the Company's common stock at a price of $0.70 per whole share for each share of the Company's common stock held as of the rights offering record date. Holders of the Company's existing preferred stock and convertible notes that are entitled to participate in dividend distributions to holders of the Company's common stock are also entitled to participate in the rights offering. The rights offering is being backstopped by Lancer Capital LLC, an investment fund led by Avram A. Glazer, the Chairman of the Board and the Company's largest stockholder. Lancer Capital will not be permitted to exercise or transfer any subscription rights received by it, or to acquire other rights, in the rights offering, which rights are required to be held by Lancer Capital until the expiration thereof. Due to limitations of common stock that can be acquired by Lancer Capital, in lieu of exercising its subscription rights, Lancer Capital will purchase up to $19.0 million of the Company's newly issued Series C Non-Voting Participating Convertible Preferred Stock, for an issue price of $1,000 per share. In connection with the backstop commitment, and as a result of limitations in the amount of common equity that can be raised under the Company's effective shelf registration statement on Form S-3, Lancer Capital has agreed to purchase an additional $16.0 million of Preferred Stock in a private placement transaction to close concurrently with the settlement of the rights offering. The Preferred Stock terms will include a liquidation preference junior to the Company's existing preferred stock and equal to the Company's common stock (other than a preference of $0.001 per share of Preferred Stock that will be paid to the holders of the Preferred Stock before any payment or distribution is made to the holders of the common stock). If for any reason the settlement of the rights offering does not occur by March 28, 2024, then on that date Lancer Capital will purchase $25.0 million of Preferred Stock. Upon the settlement of the rights offering, to the extent that Lancer Capital would have, based on the number of shares of common stock actually sold upon exercise of the rights, purchased less than $25.0 million of Convertible Preferred Stock under the backstop commitment and the concurrent private placement, the Company will redeem such excess Preferred Stock from Lancer Capital at the redemption price of $1,000 per share. The Preferred Stock can be convertible into common stock at the price equivalent to the subscription price under the rights offering contingent on shareholder approval, which will be voted on at the next annual meeting. If the Preferred Stock is not converted to common stock, it may be redeemed at the Company's option and must be mandatorily redeemed on the sixth anniversary of issuance, in each case at a cash redemption price per share of $1,000 plus accrued, uncompounded interest of 8% per annum, which is due only upon redemption and not on conversion. The investment agreement includes customary standstill provisions that restrict the ability of Lancer Capital and its affiliates from, among other things, acquiring (i) the Company's equity securities that would result in having beneficial ownership of more than that percentage of the then-outstanding common stock beneficially owned immediately following the closing of the rights offering, (ii) equity securities of the Company's subsidiaries or (iii) any debt securities or indebtedness of the Company or its subsidiaries until 90 days after the closing of the rights offering. Lancer Capital's backstop commitment and the concurrent private placement will be effected in the manner set forth in the investment agreement entered into with the Company in connection with the commencement of the rights offering, a copy of which has been filed by the Company with the SEC. The offering will expire at 5:00 PM Eastern Time on March 25, 2024, unless extended by the Company. Trading in the rights will cease at 5:00 PM Eastern Time on March 20, 2024. The Company reserves the right to amend or terminate the rights offering at any time prior to its expiration date. The shares of common stock to be issued upon exercise of the rights, like the Company's existing shares of common stock, will be listed for trading on the New York Stock Exchange under the symbol "VATE." The Company expects that the information agent for the rights offering will mail rights certificates and a copy of the prospectus and prospectus supplement for the rights offering to stockholders as of the rights offering record date. Holders of shares of common stock in "street name" through a brokerage account, bank or other nominee will not receive physical rights certificates and must instruct their broker, bank or nominee whether to exercise subscription rights on their behalf. For any questions or further information about the rights offering, please call Okapi Partners LLC, the information agent for the rights offering, at (855) 208-8902 (toll-free). Neither the Company nor its Board of Directors has, or will, make any recommendation to stockholders regarding the exercise or sale of rights in the rights offering. Stockholders should make an independent investment decision about whether or not to exercise or sell their rights based on their own assessment of the Company's business and the rights offering. INNOVATE expects to use the proceeds from the rights offering for general corporate purposes. The rights offering will be made pursuant to INNOVATE's effective shelf registration statement on Form S-3, filed with the SEC on Sept. 29, 2023 and declared effective on Oct. 6, 2023, and a prospectus supplement containing the detailed terms of the rights offering to be filed with the SEC. The preferred stock to be issued to Lancer Capital pursuant to the backstop commitment and the concurrent private placement will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. About Innovate New York-based Innovate -- www.innovatecorp.com -- is a diversified holding company that has a portfolio of subsidiaries in a variety of operating segments. The Company seeks to grow these businesses so that they can generate long-term sustainable free cash flow and attractive returns in order to maximize value for all stakeholders. As of Dec. 31, 2023, its three operating platforms or reportable segments, based on management's organization of the enterprise, are Infrastructure, Life Sciences and Spectrum, plus its Other segment, which includes businesses that do not meet the separately reportable segment thresholds. Innovate incurred a net loss of $38.9 million in 2023, compared to a net loss of $42 million in 2022. As of Dec. 31, 2023, the Company had $1.04 billion in total assets, $1.18 billion in total liabilities, $15.4 million in total temporary equity, and a total stockholders' deficit of $151.7 million. Innovate disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 26, 2024, it received a written notice from the New York Stock Exchange that it was not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE's Listed Company Manual, as the average closing price of the Company's common stock was less than $1.00 per share over a consecutive 30 trading-day period. * * * As reported by the TCR on May 17, 2023, S&P Global Ratings lowered its issuer credit rating on Innovate Corp. to 'CCC+' from 'B-'. S&P said, "We expect Innovate to maintain less than adequate liquidity over the next 12 months. This reflects our expectation that while the company has enough liquidity to continue operating for the next 12 months, we believe the cushion is very thin and could quickly erode." INNOVEREN SCIENTIFIC: Files 510(k) With FDA for SkinDiscTM Lite --------------------------------------------------------------- Innoveren Scientific Inc. announced that it has submitted a 510(k) premarket filing to the U.S. Federal Food and Drug Administration (FDA) for its SkinDiscTM Lite product. SkinDiscTM Lite provides an active and protein-rich cellular matrix that is essential for structural support and cellular attachment during the wound-healing process that can be administered in an outpatient setting. The product maintains complete wound contact and depth fill during the healing process, resulting in rapid growth of the host tissue. SkinDiscTM Lite utilizes autologous platelet-rich plasma (PRP) and platelet poor plasma concentrate, from the patient's own body, helping to mitigate any potential rejection of the product. "The FDA submission for SkinDiscTM Lite represents a significant milestone for Innoveren Scientific in our journey to advance our new medical technologies in areas of unmet need across multiple indications," said Michael Yurkowsky, Innoveren Scientific's chief executive officer. "With the use of PRP, which already has predicates in wound care cleared by the FDA, we are hopeful we will also receive clearance for SkinDiscTM Lite, allowing us to continue to advance our pipeline and submit a 510(k) submission for SkinDiscTM Ultra in the coming quarters." Innoveren Scientific is prepared to submit a second 510(k) De Novo submission for SkinDiscTM Ultra should clearance be received for SkinDiscTM Lite. SkinDiscTM Ultra is an operating room-only product for limb salvage that utilizes bone marrow aspirate (BMA). The Company is also making progress on advancing its BreatheEasy product, a medical device that helps patients struggling with chronic obstructive pulmonary disease (COPD), as well as other closely related diseases such as chronic bronchitis and emphysema. The Company is on track for a 510(k) De Novo submission later this year once additional clinical work has been completed. About Innoveren Scientific Innoveren Scientific Inc. (formerly H-CYTE Inc.), -- www.InnoverenScientific.com -- is a life science and biotech incubator company, focused on advancing new technologies in areas of unmet need across multiple indications, with the ultimate goal of improving patient lives. The company invests in and fosters innovative technologies that are supported by a strong scientific foundation, which have relatively short timelines and low costs to achieve meaningful value inflection points. H-Cyte reported a net loss of $10.30 million for the year ended Dec. 31, 2022, compared to a net loss of $4.80 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $349,355 in total assets, $11.68 million in total liabilities, and a total stockholders' deficit of $11.33 million. Tampa, Florida-based Frazier & Deeter, LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated May 10, 2023, citing that the Company has negative working capital, has an accumulated deficit, has a history of significant operating losses and has a history of negative operating cash flow that raise substantial doubt about its ability to continue as a going concern. INTELLIPHARMACEUTICS: OSC Issues General 'Failure to File' CTO -------------------------------------------------------------- Intellipharmaceutics International Inc. announced that the Ontario Securities Commission has issued a general "failure to file" cease trade order pursuant to National Policy 11-103 – Failure to File Cease Trade Orders in Multiple Jurisdictions (the "CTO") dated March 5, 2024 in respect of the securities of the Company as a result of the Company's inability to file its annual audited financial statements, management's discussion and analysis, Chief Executive Officer and Chief Financial Officer certificates and annual information form for the fiscal year ended Nov. 30, 2023 due Feb. 28, 2024. The CTO prohibits the trading, whether direct or indirect, by any person of any securities of the Company in each jurisdiction in Canada in which the Company is a reporting issuer for as long as the CTO remains in effect; however, the CTO provides an exception for beneficial securityholders of the Company who are not (and who were not as of March 5, 2024) insiders or control persons of the Company and who sell securities of the Company acquired before March 5, 2024, if both of the following criteria are met: (i) the sale is made through a "foreign organized regulated market", as defined in section 1.1 of the Universal Market Integrity Rules of the Canadian Investment Regulatory Organization and (ii) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation. The Company will continue to work to file the Required Filings. There is no assurance that the Company will be able to remedy its filing default and have the CTO revoked in a timely manner or at all. The Company will issue a further news release when the Required Filings have been made. About Intellipharmaceutics Intellipharmaceutics International Inc. is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. The Company's patented Hypermatrix technology is a multidimensional controlled-release drug delivery platform that can be applied to the efficient development of a wide range of existing and new pharmaceuticals. Based on this technology platform, the Company has developed several drug delivery systems and a pipeline of products (some of which have received FDA approval) and product candidates in various stages of development, including ANDAs filed with the FDA (and one ANDS filed with Health Canada) and one NDA filing, in therapeutic areas that include neurology, cardiovascular, gastrointestinal tract ("GIT"), diabetes and pain. Intellipharmaceutics reported a net loss and comprehensive loss of $2.89 million for the year ended Nov. 30, 2022, compared to a net loss and comprehensive loss of $5.14 million for the year ended Dec. 31, 2021. As of Aug. 31, 2023, the Company had $1.56 million in total assets, $14.44 million in total liabilities, and a total shareholders' deficiency of $12.87 million. Toronto, Canada-based MNP LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated June 5, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. IRONCLAD PRESSURE: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------- Ironclad Pressure Control, LLC asks the U.S. Bankruptcy Court for the Western District of Texas, Midland Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to fund ongoing expenses of operation. Pre-petition, beginning on April 14, 2023, FundThrough USA Inc. and Ermelinda Rivas, acting by and on behalf of and intending to bind Debtor, were parties to an Accounts Receivable Purchase and Security Agreement, dated April 14, 2023, pursuant to which the Debtor sold and FundThrough purchased the Debtor's prepetition Accounts such that FundThrough became the sole owner and holder of all rights in and to the Debtor's Accounts upon the sale of those Accounts pursuant to the terms of the ARPSA. The Debtor's repayment obligations under the Pre-Petition Agreements are secured by, inter alia, liens and security interest in all of the Collateral, which includes the Debtor's pre-petition cash and cash equivalents by virtue of a UCC-1 Financing Statement, filed on April 27, 2023 with the Delaware Secretary of State as Filing Number 20233048823. All of the pre-petition cash proceeds from collection of the Debtor's pre-petition Accounts and the sale of Debtor's prepetition Inventory constitute such Cash Collateral within the meaning of 11 U.S.C. section 363(a), in which FundThrough has a perfected interest. As of the Petition Date, the Debtor was indebted to FundThrough in the approximate amount of $349,992. In addition to the FundThrough Pre-Petition Lien, Blackbrush Investments LLC asserts a landlord's statutory landlord's lien perfected by the filing of a UCC-1 Financing Statement with the Secretary of State of Texas on October 24, 2023, securing obligations totaling approximately $211,723 as of the Petition Date. The Debtor is unaware of any other liens which may be asserted against personal property of the Debtor. The major precipitating factor which caused the greatest stress to the Debtor's cash flow was its prepetition dispute with C&W International Fabricators, LLC. C&W took equipment and required large payments from the Debtor, and ultimately filed a lawsuit in Ector County in which it was granted a temporary restraining order prohibiting the use of cash or assets. In view of the inability of the Debtor to satisfy all expenses of operation, the dispute with C&W, and the TRO, the Debtor determined that a chapter 11 proceeding was the only viable option for an internal reorganization of the Debtor's operations. The Debtor believes the interests of the Secured Creditors are adequately protected by the value of the property securing their claims; however, the Debtor proposes additional adequate protection in the form of a replacement lien. The Debtor proposes the Secured Creditors will receive, as adequate protection to the extent of the diminution in value of each of their perfected interests in the cash collateral, a replacement lien in their respective prepetition collateral and proceeds of their respective prepetition collateral, whether now existing or hereafter acquired or arising, and wherever located. As further adequate protection for the interests of the Secured Creditors, the Debtor proposes to deposit and hold all funds from pre and post-petition operations in a debtor in possession account and to provide accountings with respect to the Debtor's operations to the Secured Creditors on a monthly basis. A copy of the motion is available at https://urlcurt.com/u?l=yx3jp9f from PacerMonitor.com. About Ironclad Pressure Control, LLC Ironclad Pressure Control, LLC in Odessa, TX, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 23-70156) on December 8, 2023, listing $0 to $50,000 in assets and $1 million to $10 million in liabilities. Bailee Fernandez as president, signed the petition. Judge Shad Robinson oversees the case. ROCHELLE MCCULLOUGH, LLP serve as the Debtor's legal counsel. JAGUAR HEALTH: Swaps 10M Common Shares for 40 Preferred Shares -------------------------------------------------------------- Jaguar Health, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on March 5, 2024, the Company entered into a privately negotiated exchange agreement with Streeterville Capital, LLC, pursuant to which the Company issued 10,000,000 shares of the Company's common stock in exchange for the surrender and cancellation of 40 shares of Series J Perpetual Preferred Stock. As previously disclosed, on March 1, 2024, Jaguar Health issued an aggregate of 179.3822 shares of Series J Preferred Stock to Streeterville Capital, LLC pursuant to a privately negotiated exchange agreement. The shares of common stock that were issued in the exchange transaction described above were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar Health reported a net loss of $48.39 million for the year ended Dec. 31, 2022, compared to a net loss of $52.60 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $47.45 million in total assets, $48.81 million in total liabilities, and a total stockholders' deficit of $1.35 million. Although the Company plans to finance its operations and cash flow needs through equity and/or debt financing, collaboration arrangements with other entities, license royalty agreements, as well as revenue from future product sales, the Company does not believe its current cash balances are sufficient to fund its operating plan through one year from the issuance of these unaudited condensed consolidated financial statements. There can be no assurance that additional funding will be available to the Company on acceptable terms, or on a timely basis, if at all, or that the Company will generate sufficient cash from operations to adequately fund operating needs. If the Company is unable to obtain an adequate level of financing needed for the long-term development and commercialization of the products, the Company will need to curtail planned activities and reduce costs. Doing so will likely have an adverse effect on the ability to execute the Company's business plan; accordingly, there is substantial doubt about the ability of the Company to continue in existence as a going concern, the Company said in its Quarterly Report for the period ended Sept. 30, 2023. KENMORE2 LA: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Kenmore2 LA LLC 14625 Carmenita Rd. Suite 202 Norwalk, CA 90650 Business Description: Kenmore2 LA LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns a real property located at Kenmore Ave, Los Angeles CA valued at $1.7 million. Chapter 11 Petition Date: March 13, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-11918 Judge: Hon. Sandra R. Klein Debtor's Counsel: Kevin Tang, Esq. TANG & ASSOCIATES 17011 Beach Blvd Suite 900 Huntington Beach, CA 92647 Tel: 714-594-7022 Fax: 714-421-4439 Email: kevin@tang-associates.com Total Assets: $1,704,000 Total Liabilities: $1,480,000 The petition was signed by Jose Alberto Molina, managing member, CEO and owner. The Debtor indicated it has no unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZHGVVSA/Kenmore2_LA_LLC__cacbke-24-11918__0001.0.pdf?mcid=tGE4TAMA KESTRA ADVISOR: Moody's Affirms B3 CFR, Outlook Stable ------------------------------------------------------ Moody's Ratings has affirmed Kestra Advisor Services Holdings A, Inc.'s B3 corporate family rating and its B2 backed senior secured bank credit facility ratings. Moody's also assigned B2 ratings to Kestra's proposed $825 million senior secured first lien term loan and proposed $97.5 million senior secured first lien revolving credit facility. Kestra's outlook remains stable. The rating action follow's Kestra's intention to issue a new $825 million first lien term loan due 2031 and a new $97.5 million revolving credit facility due 2029 to refinance and replace its existing $752 million first lien debt and revolver. Remaining proceeds after the refinancing of existing debt will be used to fund current and future acquisitions. RATINGS RATIONALE The ratings affirmation reflects the challenges to Kestra's credit profile associated with its high leverage, low profitability and weak retained cash flow, offset by Moody's assessment that it will maintain adequate interest coverage. Kestra's growth strategy has resulted in a higher debt balance and interest burden associated with frequent debt issuances. On a proforma basis that includes the proposed refinancing, recently closed acquisitions, and acquisitions under letters-of-intent (LOI), Moody's expects its measure of Kestra's debt/EBITDA to be around 7.5x and its EBITDA/interest expense to be around 1.4x by December 2024. Moody's noted that the proposed refinancing will significantly extend Kestra's debt maturities, a credit positive. Moody's expects Kestra's 2024 revenue and EBITDA to continue to benefit from the significant increase in equity market levels that began in late 2023, because the bulk of its revenue comes from fees based on client asset levels. Kestra's advisor recruiting strategy has generally been focused on attracting higher-producing advisors as well as those serving a significant portion of their client base in an advisory capacity, leading to a strong base of recurring and predictable revenue. Kestra's clients assets under management (AUM) as of December 31, 2023 was a record high $65.7 billion, with AUM growth since late-2019 outpacing market indexes. Moody's expects Kestra's recurring advisory revenue to rise in the first half of 2024, driven by its higher AUM balances; however, a sustained decline in financial markets would negatively affect the firm's financial performance. Kestra has a cash sweep program but is less sensitive than certain peers to short-term interest rates, and therefore has not seen nearly as large of a benefit from higher rates starting in late 2022. Additionally Kestra does not use fixed rate agreements or interest rate swaps to hedge its exposure to fluctuations in rates, making this revenue source more vulnerable to lower rates. Kestra also has a substantial amount of floating rate debt, which generally offsets changes in cash sweep revenue since the balance of floating rate debt is generally similar to the level of client cash balances that generate cash sweep revenue for the firm. Kestra's stable outlook reflects Moody's expectation that it will maintain interest coverage at or above 1x and continue to grow through new recruitments and small acquisitions based on prudent advisor recruiting policies. The B2 ratings assigned to Kestra's proposed first lien term loan and revolving credit facility, as well as the B2 rating on its existing senior secured bank credit facility reflect their priority ranking in the capital structure. Kestra's existing second lien debt (unrated) provides a subordination benefit to the first lien debt, resulting in a first lien rating that is one notch higher than Kestra's B3 CFR due to its higher priority ranking and lower expected loss-given-default. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Improving profitability, pretax margin and EBITDA growth that would sustain debt leverage below 6.5x could lead to an upgrade. Demonstration of a less aggressive financial policy evidenced by a lower appetite for issuing debt or a commitment to leverage targets could also lead to an upgrade. A sustained decline in broad financial market levels leading to weaker financial performance and a sustained debt leverage ratio above 7.5x or interest coverage below 1x could lead to a downgrade. A debt-funded shareholder dividend that would further weaken the firm's debt leverage could lead to a downgrade. Deteriorating liquidity resulting in increased reliance on its revolving credit facility could result in a downgrade. A deterioration in advisor productivity, significant worsening of advisor retention rates, or the emergence of significant regulatory compliance issues could also lead to a downgrade. The principal methodology used in these ratings was Securities Industry Service Providers published in February 2024. KEVIN CONCANNON: Seeks to Extend Plan Exclusivity to May 28 ----------------------------------------------------------- Kevin Concannon, LLC d/b/a Lifeline Pharmacy, asked the U.S. Bankruptcy Court for the Southern District of Texas to extend its exclusivity period to file a chapter 11 plan of reorganization and obtain acceptance thereof to May 28 and July 29, 2024, respectively. The Debtor claims that the further extension of the Exclusive Periods will enable them to continue its efforts to reach a settlement with the LP 1 Parties and McKesson and build consensus and pursue confirmation of what the Debtor hopes will be a consensual Chapter 11 plan that maximizes the value of the Debtor's estate for the benefit of all creditors and parties in interest. Since the First Exclusivity Order, the Debtor has worked diligently to ensure that this Chapter 11 case is managed efficiently and without unnecessary costs, all in an effort to preserve value for all stakeholders. To that end, since the First Exclusivity Order, the Debtor has continued to operate its business at a profit and improve its operations and financial performance. In addition, the Debtor has also made substantial progress towards settlements with the Debtor's other significant stakeholders. Over the past several months, the Debtor has been negotiating and documenting settlements with the merchant cash advance ("MCA") lenders that are some of the Debtor's other largest creditors. During the extended Exclusive Periods, the Debtor hopes to finalize the settlements with the MCA lenders, which will potentially result in a consensual plan of reorganization. The Debtor explains that the Chapter 11 case is complex. As of the First Exclusivity Order, the Debtor, the LP 1 Parties and McKesson entered into an agreement to mediate with Judge Schmidt. and the court entered an order appointing him as mediator. Pursuant to the Agreed Order regarding Mediation, the parties also agreed to standstill with respect to further litigation and contested hearings while they attempted to settle. As the Court is familiar from prior contested hearings in this case, the parties' varying rights and legal positions add complexity to the settlement negotiations. Moreover, the Debtor operates in the inherently complex pharmaceutical industry. As detailed in the First Exclusivity Motion, in the first few months of this Chapter 11 case, the Debtor has not been idle. Rather, it has taken important actions to maximize value and lay the groundwork to be able to execute on a restructuring strategy efficiently. Kevin Concannon, LLC is represented by: Patrick J. Neligan, Jr., Esq. Douglas J. Buncher, Esq. Neligan LLP 4851 LBJ Freeway, Suite 700 Dallas, TX 75244 Telephone: (214) 840-5300 Email: pneligan@neliganlaw.com dbuncher@neliganlaw.com - and - Robert L. Rattet, Esq. James B. Glucksman, Esq. John D. Molino, Esq. Davidoff Hutcher & Citron LLP 605 Third Avenue New York, NY 10158 Telephone: (914) 381-7400 Email: rlr@dhclegal.com jbg@dhclegal.com jdm@dhclegal.com About Kevin Concannon LLC d/b/a Lifeline Pharmacy Kevin Concannon, LLC is a locally owned pharmacy serving the Edinburg, McAllen, Mission, San Juan, Alamo, Elsa, Alton, Weslaco, Pharr, Hidalgo, Mercedes, Donna, Palmview, La Joya, Penrtas, Palmhurst and the surrounding areas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90759) on August 2, 2023. In the petition signed by Kevin Concannon, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. Patrick J. Neligan Jr., Esq., at Neligan LLP, represents the Debtor as legal counsel. KING ASSET: Seeks to Hire Richard S. Feinsilver as Legal Counsel ---------------------------------------------------------------- King Asset Management Corp seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Firm of Richard S. Feinsilver as counsel. The firm will provide these services: a. preparing and filing of the Chapter 11 petition, schedules and statements; b. negotiating with creditors, as required; c. attending all Section 341 (a) meetings with creditors and the United States Trustee; d. preparing the Plan, and all amendments to same, as required e. attending at all hearings, including hearings on status, disclosure statements- status conferences with client (as required); f. reviewing monthly financial statements-status conferences with client; and g. posting confirmation conferences with the United States Trustee and creditors, if required. The firm will be paid at the rate of $450 per hour The firm received a retainer in the amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard S. Feinsilver, 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: Richard S. Feinsilver, Esq. LAW FIRM OF RICHARD S. FEINSILVER One Old Country Road Suite 347 Carle Place, NY 11514 Tel: (516) 873-6330 Fax: (516) 873-6183 Email: feinlawny@yahoo.com About King Asset Management King Asset Management Corp is primarily engaged in renting and leasing real estate properties. The Debtor owns three one-family dwelling located in New York having a total comparable sale value of value of $1.33 million. King Asset Management Corp filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-70723) on February 26, 2024, listing $1 million to $10 million in both assets and liabilities. Judge Robert E. Grossman presides over the case. Richard S. Feinsilver, Esq. represents the Debtor as counsel. LA PKWY 2: Seeks to Tap Venezia and Associates as Special Counsel ----------------------------------------------------------------- La Pkwy 2 LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Venezia and Associates, A Professional Corporation, to pursue, settle and/or litigate insurance claims. The firm's compensation for services is 33 1/3 percent of the gross total the client collects without any deduction for costs or expenses. Venezia and Associates does not have any material interest adverse to the Debtor, its creditors, or any other party in interest or their respective attorneys, according to court filings. The firm can be reached through: John Venezia, Esq. Venezia and Associates, APLC 757 St. Charles Avenue, Suite 302 New Orleans, LA 70130 Tel: (504) 486-3910 About La Pkwy 2 LLC La Pkwy 2 LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 23-12090) on December 6, 2023, disclosing under $1 million in both assets and liabilities. Robin R. De Leo, Esq. at THE DE LEO LAW FIRM, LLC represents the Debtor as counsel. LIFOD HOME: No Patient Care Complaints, 3rd PCO Report Says ----------------------------------------------------------- Joseph Tomaino, the duly appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the District of Massachusetts his third report regarding the quality of patient care provided by Lifod Home Health Care, LLC's home health care facility. The PCO cited that the company was interviewed several times and as recently as the date of the filing of the report. Lifod reported that it is still in negotiations with the attorney general and is not yet prepared to resume clinical operations. The company also reported that it continues to maintain office space and that the clinical records for the business are safely maintained under lock and key. The PCO received no complaints regarding the company during this period. Based on the low-level risk determination, the PCO will implement the following monitoring plan for the next 60-day period: * PCO will periodically contact the company to establish if clinical operations have resumed. A copy of the PCO report is available for free at https://urlcurt.com/u?l=829z7V from PacerMonitor.com. The ombudsman may be reached at: Joseph J. Tomaino Grassi Healthcare Advisors LLC 750 Third Ave New York, NY 10017 (212) 223-5020 Email: jtomaino@grassihealthcareadvisors.com About Lifod Home Lifod Home Health Care, LLC, a provider of home health care services, filed Chapter 11 petition (Bankr. D. Mass. Case No. 23-40476) on June 13, 2023, with $100,001 to $500,000 in assets. Judge Elizabeth D. Katz oversees the case. S. James Boumil, Esq., at Boumil Law Offices represents the Debtor as bankruptcy counsel. Joseph J. Tomaino is the patient care ombudsman appointed in the Debtor's case. The ombudsman is represented by the law firm of Rimon P.C. LIGHTNING EMOTORS: C&C Completes Sale; April 8 Claim Deadline Set ----------------------------------------------------------------- Michael L. Staheli, managing director at Cordes & Company ("Receiver") completed the sale of substantially all of the assets of Lightning eMotors Inc. and Lightning Systems Inc. in a single transaction, free and clear of all liens, claims, encumbrances, interests, and liabilities, under the supervision of the court. Concurrent with the completion of the sale, the receiver paid all the claims and obligations of the secured creditor, Cupola Infrastructure Income Fund LLP. Although the fund received in the assets sale by the receiver will be grossly insufficient to satisfy all the anticipated Debtors claims in full, there are remaining proceeds from the sale to distribute on a pro rata basis to unsecured creditors that file a valid proof of claim with the receiver. The receiver said it is requesting any party with a possible claim against the Debtors to send proof of claim and supporting documentation to the these address by April 8, 2024: Cordes & Company Attn: Lightning eMotors Claims 7979 E. Tufts Avenue Suite 820 Denver, CO 80237 Tel: (303) 721-8755 Email: LightningClaims@cordesco.com According to the Troubled Company Reporter on Feb. 9, 2024, Cordes & Company LLP, the appointed receiver of Lightning eMotors Inc. and Lightning Systems Inc. ("LeM"), entered into an asset purchase agreement to sell substantially all of LeM's assets to GERCO LLC for a purchase price of $12.6 million and other consideration, subject to adjustment pursuant to the terms of the APA. The sale will result in a sale, transfer, and conveyance all of LeM's right, title, and interest in the assets described in the APA to purchaser free and clear of all liens, claims, encumbrances, interests and liabilities. Lightning eMotors, Inc. designs and manufactures zero-emission vehicles and charging infrastructure solutions for commercial fleets, large enterprises, original equipment manufacturers, and governments. LIVINGSTON TOWNSHIP: Hires Jernigan Copeland as Special Counsel --------------------------------------------------------------- Livingston Township Fund One, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Jernigan Copeland Attorneys, PLLC as its special counsel. The Debtor needs a special counsel to facilitate the sale of the cooking school building located at 1030 Market Street, Flora, Mississippi, the property located at 1150 Old Cedars Land, Building J, Flora, Mississippi and approximately 4.5 acres. The firm requested compensation in the amount of $3,500, plus $300 for recording and courier fees. Andrew Clark, Esq., an attorney at Jernigan Copeland Attorneys, 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 through: Andrew J. Clark, Esq. Jernigan Copeland Attorneys, PLLC P.O. Box 2249 Madison, MS 39130 Telephone: (601) 427-0021 Email: aclark@jcalawfirm.com About Livingston Township Fund One, LLC Livingston Township Fund One, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-02573) on Nov. 6, 2023, with $1 million to $10 million in both assets and liabilities. Michael Bollenbacher, managing member, signed the petition. Judge Jamie A. Wilson oversees the case. The Debtor tapped Eileen N. Shaffer, Esq., as legal counsel and Andrew J. Clark, Esq., at Jernigan Copeland Attorneys, PLLC as special counsel. LONGSHORE MIDCO: S&P Alters Outlook to Positive, Affirms 'B-' ICR ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Longshore Midco LLC and its borrower subsidiary Bella Holding LLC (d/b/a MedRisk). The outlook has been revised to positive from stable. S&P also affirmed its 'B-' debt ratings on its $125 million revolver due May 2026, and $750 million first-lien term loan due May 2028, with recovery ratings of '3', indicating its expectation of meaningful recovery (50%-70%; rounded estimate: 60%). S&P does not rate its $300 million second-lien term loan due May 2029. S&P said, "We expect MedRisk's revenue will increase meaningfully through 2024, driven by a mix of organic and acquired growth. For the last 12 months third quarter 2023 period, total revenue grew by about 10% to $781 million, and EBITDA margin modestly improved to 18.5%, reducing financial leverage to 7.0x (and EBITDA interest coverage at 1.5x). We think that MedRisk is benefitting from net new business and increased demand for its services. As a result, we forecast 10% revenue growth in 2023 and 2024 (partly driven by its Medata acquisition realized during the year). Organic growth will come from the stabilizing demand from its core physical therapy customer base. "We anticipate that adjusted EBITDA margins will be stable through 2024. We forecast an increase in cash flow with EBITDA margins sustaining in the 17%-18% range as demand for services remains steady. The improvement will result from a better absorption of fixed costs, given higher topline growth. We expect incremental top-line synergistic benefit to stem from the cross-sell of recently acquired Medata's products into MedRisk's core physical therapy customer base. "We expect adjusted leverage will be below 7x over the next 12 months. Driven by higher EBITDA, we forecast that adjusted leverage will decline to about 6.0x in 2024, from about 7.0x in 2023. This is mainly a function of growing scale and relying on internally generated cash flow to fund its operations and growth plans. We also forecast that funds from operations (FFO) to debt will remain stable, near 5% in 2024, and reflect modest improvement thereafter as EBITDA interest coverage migrates toward 2.0x coverage, partly benefitting from hedging. "The positive outlook reflects our expectation that revenue will grow by 10% in 2023, and 10% in 2024, which is stronger than our previous single-digit forecast. We expect adjusted EBITDA margins to be stable in the 17%-18% level through 2024. This will support higher absolute cash flow generation, lead to a sustained decline in adjusted leverage to about 7.0x for 2023, and EBITDA interest coverage of 1.5x. "We could revise the outlook to stable if its operating performance was to deteriorate or if the company were to materially alter its capital structure, perhaps in connection with a material transaction(s) involving a dividend payment or change in ownership. We think that such developments would likely result in meaningful credit metric deterioration relative to our baseline expectation through 2024, potentially pushing financial leverage meaningfully above 7.0x and weakening EBITDA interest coverage." S&P could raise the ratings on MedRisk over the next 12 months if: -- The company were to meet our expectations for growth and have stable margins. -- The company maintains adequate liquidity headroom; and -- Leverage was to diminish to sustainably below 7x and EBITDA interest coverage was to be near 2.0x. ESG credit indicators: S&P said, "Governance is a moderately negative consideration in our rating of MedRisk, as it is for most rated entities owned by private-equity sponsors. We think the company's high leverage points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns." MATTHEW 19:26: Seeks to Hire Larry S. Hyman CPA as CRO ------------------------------------------------------ Matthew 19:26 Incorporated seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Larry S. Hyman, C.P.A. as its chief restructuring officer. As CRO, Mr. Hyman will render these services: a. direct current management in the operations of the Debtor; b. hold discussions with the Debtor's financial institution(s), suppliers, and creditors; c. appear on behalf of the Debtor as corporate representative for all matters concerning the Debtor's bankruptcy case, including assisting the Debtor's counsel in preparing a plan of reorganization; d. control all finances of the Debtor, including, but not limited to being the sole signatory on all Debtor bank accounts; e. review the personal expenditures of the Debtor's current management and determine appropriate compensation based on said expenditures and the revenue generated by the Debtor (notwithstanding the foregoing, no compensation will be paid to current management absent court approval); f. revamp the Debtor's marketing and operational activities; and g. determine a long-term, post-stabilization strategy to maintain the Debtor's business, make post-petition payments and post-confirmation Plan payments. Mr. Hyman will bill $395 per hour for his services, plus reimbursement of expenses. Mr. Hyman assured the court that he represents no interest adverse to the Debtor or to the estate in matters upon which he is to be engaged. Mr. Hyman can be reached at: Larry S. Hyman, CPA Larry S. Hyman, CPA and Associates 307 S. Boulevard, Suite B Tampa, FL 33606 Phone: (813) 875-2701 Email: Office@LarryHymanCPA.com About Matthew 19:26 Incorporated Matthew 19:26 Incorporated sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00774) on March 2, 2022, listing as much as $500,000 in both assets and liabilities. Judge Jacob A Brown presides over the case. Thomas C. Adam, Esq., at Adam Law Group, P.A. serves as the Debtor's legal counsel. MATTHEW 19:26: Seeks to Hire Tranzon Driggers as Auctioneer ----------------------------------------------------------- Matthew 19:26 Incorporated seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Tranzon Driggers as its auctioneer. The firm will assist the Debtor in the auction and sale, to include, but not limited to, the real property located at 13685 SW 159th Lane, Dunnellon, Marion County, Florida and 1203 Hatley Street W, Jasper, Hamilton County, FL 32052. Tranzon will receive an auction fee of $2,500. Tranzon Driggers is a "disinterested person" within the meaning of 11 U.S.C. 101(14), according to court filings. The firm can be reached through: Jon K. Barber, CAI Tranzon Driggers 101 E Silver Springs Blvd Suite 206 Ocala, FL 34470 Phone: (877) 374-4437 Email: jbarber@tranzon.com About Matthew 19:26 Incorporated Matthew 19:26 Incorporated sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00774) on March 2, 2022, listing as much as $500,000 in both assets and liabilities. Judge Jacob A Brown presides over the case. Thomas C. Adam, Esq., at Adam Law Group, P.A. serves as the Debtor's legal counsel. MCMULLEN CONSTRUCTION: Seeks to Use $14,489 of Cash Collateral -------------------------------------------------------------- McMullen Construction, LLC asks the U.S. Bankruptcy Court for the District of Oregon for authority to use cash collateral in the amount of $14,489 and provide adequate protection, through March 31, 2024. The Debtor has no source of income other than from the rents of its properties and it needs to use cash collateral to pay current operating expenses, including payroll and to complete construction to allow the Debtor to sell the properties for the highest amount possible under the circumstances. The Debtor requests that the court consider the motion on an expedited basis so that it may continue operations and protect the farm. The Debtor executed trust deeds that generally granted many of the lenders a security interest in the rents generated by each of its properties. These lenders are Crisp Properties, LLC, Charlie Springer, Joven M Garcia and Glenn C Weber Living Trust et al., Pacific Yeti, LLC, AWHR, LLC, Fay Servicing, LLC, Blue Star Holdings, LLC, BTL Enterprises, LLC, and Santiam Escrow. The property securing the claim of the various lenders are the rents for the Debtor's property which constitute "cash collateral" within the meaning of 11 U.S.C. Section 363(a). To the extent a Secured Creditors' cash collateral is used, the Debtor proposes the following as adequate protection: i. Grant to the Secured Creditors post-petition security interests in all proceeds of the Debtor, in an amount equal to the diminution in the value of their interest in cash collateral and the collateral, with the same relative priorities as between the Secured Creditors as they enjoyed in such cash collateral at the beginning of the case, if any. ii. All funds received since the petition date or which will be received during the pendency of the case will be deposited in the Debtor's bank account or accounts and that all expenses of the Debtor during the pendency of the case will be paid from such accounts. The Debtor will not prepay expenses except in the ordinary course of business. iii. The Debtor will not use cash collateral during the pendency of this agreement for any purpose which is not authorized by the Bankruptcy Code or by an order of the court. iv. The Debtor will timely provide the monthly financial statements which the Debtor is obligated to provide under Fed. R. Bankr. Pro 2015. v. If the Debtor defaults in any of the conditions of adequate protection, Secured Creditors may provide the Debtor with written notice of such default. Such notice will also be provided to the Chapter 11 Trustee. If the default has not been cured within 10 days after notice of default is mailed, the Debtor's right to use the cash collateral will terminate. vi. Creditors are further protected by the equity in the collateral. A copy of the motion is available at https://urlcurt.com/u?l=qBmSO6 from PacerMonitor.com. About McMullen Construction, LLC McMullen Construction, LLC is part of the residential building construction industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 24-60523) on March 5, 2024. In the petition signed by Brendan McMullen, member, the Debtor disclosed $5,503,674 in assets and $5,273,957 in liabilities. Judge Teresa H. Pearson oversees the case. Keith D. Karnes, Esq., at RANK & KARNES LAW PC, represents the Debtor as legal counsel. MFG PRESTIGE: Taps McManimon Scotland & Baumann as Legal Counsel ---------------------------------------------------------------- MFG Prestige Auto Group seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire McManimon, Scotland & Baumann, LLC as its legal counsel. The firm's services include: a. advising the Debtor with respect to the power, duties and responsibilities in the continued management of its financial affairs as a debtor, including the rights and remedies of the debtor-in-possession with respect to its assets and claims of creditors; b. advising the Debtor with respect to preparing and obtaining approval of a disclosure statement and plan of reorganization; c. preparing on behalf of the Debtor, as necessary, applications, motions, complaints, answers, orders, reports, and other pleadings and documents; d. appearing before this Court and other officials and tribunals, if necessary, and protecting the interests of the Debtor in federal, state, and foreign jurisdictions and administrative proceedings; e. negotiating and preparing documents relating to the use, reorganization, and disposition of assets as requested by the Debtor; f. negotiating and formulating a disclosure statement and plan of reorganization; g. advising the Debtor concerning the administration of its estate as a debtorin-possession; and h. performing such other legal services for the Debtor as may be necessary and appropriate. The firm will be paid at these hourly rates: Partners $350 - $695 Associates $220 - $350 Law Clerks $150 - $175 Paralegals and Support Staff $175 - $250 In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Anthony Sodono, III, Esq., a partner at McManimon, 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: Anthony Sodono, III, Esq. McManimon Scotland & Baumann, LLC 75 Livingston Avenue, Suite 201 Roseland, NJ 07068 Tel: (973) 622-1800 Email: asodono@msbnj.com About MFG Prestige Auto Group MFG Prestige Auto Group filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-11727) on Feb 23, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Anthony Sodono, III, Esq. at Mcmanimon, Scotland & Baumann, LLC represents the Debtor as counsel. MICHIGAN MEDICAL: Quality of Care Maintained, PCO Reports --------------------------------------------------------- Erika Hart, the duly appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan her second report regarding the quality of patient care provided by Michigan Medical Group, P.C. On Feb. 13, the PCO met with Dr. Najam Syed and Atty Ernest Hassan via video conference where Dr. Syed indicated that there have been no staffing or patient issues which have arisen since the time of the last meeting in December 2023. Staffing appears stable despite the bankruptcy filing, and Michigan Medical Group's practice continues to grow, taking on new patients daily. The PCO found that insurance and all necessary licenses have been maintained. There have been no creditor or supplier issues which have affected patient care or operations. All patient records continue to be held securely through a common online portal. The PCO cited that Michigan Medical Group appears to continue to maintain the same quality of care post-petition as pre-petition. Monitoring will continue on regular intervals with future reporting to the court. A copy of the PCO report is available for free at https://urlcurt.com/u?l=z00MAP from PacerMonitor.com. The ombudsman may be reached at: Erika D. Hart, Esq. The Taunt Law Firm 700 East Maple Road, Second Floor Birmingham, MI 48009 Phone: (248) 644-7800 Email: ehart@tauntlaw.com About Michigan Medical Group Organized in 2001, Michigan Medical Group, P.C. is a medical practice located in Taylor, Mich., that specializes in internal medicine. Its sole shareholder is Dr. Najam K. Syed. Michigan Medical Group filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-50240) on Nov. 22, 2023, with up to $50,000 in assets and $1 million to $10 million in liabilities. Najam Syed, president, signed the petition. Dr. Najam Syed also commenced a personal Chapter 11 bankruptcy case (Bankr. E.D. Mich. Case No.23-50241) on Nov. 22, 2023. Mr. Syed's case is jointly administered with Michigan Medical's. Judge Mark A. Randon oversees the cases. The Debtors are represented by Elliot G. Crowder, Esq., a practicing attorney in Canton, Mich. MINERALS TECHNOLOGIES: Moody's Affirms 'Ba2' CFR, Outlook Stable ---------------------------------------------------------------- Moody's Ratings affirmed Minerals Technologies Inc.'s ratings including its Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, the Ba3 rating on its senior unsecured notes. Its Speculative Grade Liquidity rating of SGL-2 is unchanged. The ratings outlook remains stable. RATINGS RATIONALE Minerals Technologies' Ba2 corporate family rating reflects its moderate leverage, ample interest coverage, leading position in multiple end markets, broad customer and geographic diversification, backward integration with ownership of long-lived mines that produce key raw materials, consistent free cash flow generation and good liquidity. The rating also benefits from the company's technical expertise and its consistent new product development. The credit profile is constrained by the company's moderate scale and its reliance on a few product lines for the majority of cash flow as well as its significant exposure to cyclical end markets, including paper, packaging, steel and construction. It also considers the company's focus on both organic and acquisitive growth which has periodically led to debt financed acquisitions and higher leverage. Risks related to the Barretts Minerals talc litigation and potential future settlement payments also constrain the rating. Minerals Technologies produced Moody's adjusted EBITDA of $382 million in 2023 versus $338 million in 2022. The company benefitted from the implementation of price increases to offset rising costs and strength in its cat litter, animal health, edible oil and renewable fuel filtration products in the Consumer & Specialties segment, and refractory, environmental wastewater, and infrastructure drilling products in the Engineered Solutions segment. The company is likely to achieve mid-to-high single digit EBITDA growth in 2024 driven by continued strength in certain end markets, the ramp-up of its newest packaging satellite operations in Asia and the possible end to destocking in certain weaker end markets. Therefore, Moody's are anticipating adjusted EBITDA in the range of $400 million - $420 million. Minerals Technologies has continued to consistently produce free cash flow and generated about $130 million in 2023. The company used this cash to pay down revolver borrowings by about $35 million and term loan debt by around $13 million, repurchased about $14 million of stock, paid $8 million of dividends and raised its cash and investments balance by $68.7 million to $321.5 million. Moody's anticipate around $150 million of free cash flow in 2024. The company plans to use about half its free cash on shareholder returns including about $14 million for dividends and repurchases of shares under its current $61 million authorization since it has reached its 2.0x leverage target. The other half will be used to retire revolver borrowings or to bolster its cash balance to fund future acquisitions or potential legal settlements. Minerals Technologies' credit metrics remain supportive of the rating with a leverage ratio (debt/EBITDA) of 2.9x and interest coverage (EBITDA/Interest) of 5.8x as of December 2023. Moody's expect these ratios to further strengthen in 2024 with the leverage ratio around 2.5x and interest coverage above 6.0x. The leverage ratio will be strong for the company's rating, but the rating also incorporates the risk of debt financed acquisitions or potential required payments to resolve the Barretts Minerals talc litigation. Barretts Minerals Inc. ("BMI") was designated as an unrestricted subsidiary of Minerals Technologies and filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in October 2023 to resolve its liabilities associated with talc. BMI intends to pursue a sale of its talc assets under section 363 of the U.S. Bankruptcy Code and use the proceeds to fund the Chapter 11 cases. BMI's goal is to confirm a plan of reorganization under Section 524(g) of the U.S. Bankruptcy Code and establish a trust to address current and future talc-related claims. This process could cap talc related liabilities, but its outcome is uncertain and the bankruptcy process will divert management's attention and could still potentially result in sizeable settlement payments by Minerals Technologies. The company's Speculative Grade Liquidity Rating of SGL-2 reflects its good liquidity profile. The company had cash and short-term investments of $321.5 million and $206 million of revolver availability, net of $9 million of outstanding letters of credit and $85 million of borrowings as of December 2023. The credit agreement and the indenture for the senior notes contain financial covenants including a maximum net leverage ratio of 4.0x and a minimum interest coverage ratio of 3.0x. Moody's expect the company to easily remain in compliance with these covenants over the next 12 months. Minerals Technologies' debt capital is comprised of a $300 million first lien senior secured revolving credit facility and a $550 million senior secured term loan (both unrated) due August 2027 and $400 million in senior unsecured notes maturing in 2028. The credit facilities have a first priority lien on substantially all assets of domestic subsidiaries and a stock pledge from foreign subsidiaries. The Ba3 rating on the senior unsecured notes reflects the notes' effective subordination to the secured debt. The notes are guaranteed on a senior unsecured basis by all domestic subsidiaries of the company. The stable outlook reflects Moody's expectation the company will sustain credit metrics appropriate for the rating and maintain a good liquidity profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Minerals Technologies' ratings could be upgraded if its adjusted leverage is sustained below 3.0x, retained cash flow is sustained above 25% of outstanding debt and the Barretts Minerals talc litigation is resolved without materially impacting the company's credit profile. The company's ratings could be considered for a downgrade if its leverage ratio is sustained above 4.0x, retained cash flow below 15% of outstanding debt, or there is a material deterioration in its liquidity profile. Minerals Technologies Inc., headquartered in New York, New York, is a specialty minerals company that develops, produces, and markets a broad range of mineral and mineral-based products, related systems and services. The company serves a wide range of consumer and industrial markets, including household and personal care, paper and packaging, food and pharmaceutical, automotive, construction, steel and foundry, environmental, and infrastructure. The Consumer & Specialties segment (54% of LTM revenue) serves consumer end markets with mineral-to-market finished products and also provides specialty mineral-based solutions and technologies that are an essential component of finished products. The Engineered Solutions segment (46% of LTM revenue) serves industrial end markets with engineered systems, mineral blends, and technologies that are designed to improve manufacturing processes and projects. The principal methodology used in these ratings was Chemicals published in October 2023. MINIM INC: Hikes Authorized Common Shares to 70 Million ------------------------------------------------------- Minim, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on March 6, 2024, it filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, increasing the authorized shares to 70,000,000, with 60,000,000 shares being common stock, having a par value of $.01 per share, and of which 10,000,000 shares shall be Preferred Stock, having a par value of $.001 per share. The Certificate also removed from the Company's Certificate of Incorporation any limitations on adopting shareholder resolutions via majority without holding a shareholders meeting. Board of Directors has decided not to proceed with the 1-for-3 reverse stock split, as it is no longer needed in order to meet Nasdaq's minimum bid price requirement. About Minim Inc. Minim was founded in 1977 as a networking company and now delivers intelligent software to protect and improve the WiFi connections. Headquartered in Manchester, New Hampshire, Minim holds the exclusive global license to design, manufacture, and sell consumer networking products under the Motorola brand. The Company designs and manufactures products including cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over Coax adapters and mesh home networking devices. Minim reported a net loss of $15.55 million in 2022 compared to a net loss of $2.20 million in 2021. As of Sept. 30, 2023, the Company had $15.28 million in total assets, $15.14 million in total liabilities, and $135,637 in total stockholders' equity. Boston, Massachusetts-based RSM US LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations and will need additional funding within the next twelve months. This raises substantial doubt about the Company's ability to continue as a going concern. The Company's operations have historically been financed through the issuance of common stock and borrowings. Since inception, the Company has incurred significant losses and negative cash flows from operations. During the nine months ended September 30, 2023, the Company incurred a net loss of $16.5 million and had positive cash flows from operating activities of $3.7 million. As of September 30, 2023, the Company had an accumulated deficit of $91.3 million and cash and cash equivalents of $0.5 million. The Company implemented cost reduction plans to align its cost structure to its sales and increase its liquidity. The Company will continue to monitor its cost in relation to its sales and adjust its cost structure accordingly. The Company's financial position and operating results raise substantial doubt about the Company's ability to continue as a going concern. The Company believes it does not have sufficient resources through its cash and cash equivalents, other working capital and borrowings under its SVB line-of-credit to continue as a going concern through at least one year from the issuance of these financial statements, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. MMA TRANSMEDIC: Seeks Approval to Hire Tamarez CPA as Accountant ---------------------------------------------------------------- MMA Transmedic Ambulance Services, Corp. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Tamarez CPA, LLC as its accountant. The firm will render these services: a) reconcile financial information to assist Debtor in the preparation of monthly operating reports; b) assist in the reconciliation and clarification of proof of claims filed and amount due to creditors; c) provide general accounting and tax services to prepare year-end reports and income tax preparation, if necessary; and d) assist Debtor and Debtor's counsel in the preparation of the supporting documents for the Chapter 11 Reorganization Plan. The firm will be paid at these rates: Albert Tamarez-Vasquez, CPA CIRA $165 per hour CPA Supervisor $110 per hour Senior Accountant $90 per hour Staff Accountant $70 per hour The firm will receive a post-petition retainer in the total amount of $3,500. Albert Tamarez Vasquez, CPA, owner of Tamarez CPA, 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: Albert Tamarez Vasquez, CPA Tamarez CPA, LLC 1519 Ave. Ponce De Leon, Suite 412 San Juan, PR 00909 Telephone: (787) 795-2855 Facsimile: (787) 200-7912 Email: atamarez@tamarezcpa.com About MMA Transmedic Ambulance Services, Corp. MMA Transmedic Ambulance Services, Corp, filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 23-04373) on December 27, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by ALMEDIA & DAVILA, PSC. MOVING & STORAGE: Seeks to Hire Haydon US as Financial Advisor -------------------------------------------------------------- Geoffrey Groshong, subchapter V trustee for Moving & Storage Solutions, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Haydon U.S., LLC as his financial advisor. The firm will render these services: a. analyze the Debtor's books and records; b. assess the Debtor's business operations and advise the Trustee with respect thereto; c. assist the Trustee with fulfilling his duties, including but not limited to the duty to operate the Debtor's business; and d. otherwise provide services to the Trustee as may be required to best protect the interests of creditors in this case. Haydon's current hourly rate is $300 As disclosed in a court filing, Haydon U.S. is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Dennis Haydon Haydon U.S., LLP P.O. Box 5004 Bellevue, WA 98009 E-mail: dennis@haydon.us About Moving & Storage Solutions Inc. Moving & Storage Solutions Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-10039-CMA) on January 9, 2024. In the petition signed by David Powell, president, the Debtor disclosed up to $5000,000 in assets and up to $1 million in liabilities. Judge Christopher M. Alston oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents the Debtor as legal counsel. MOVING & STORAGE: Trustee Taps Wood & Jones as Bankruptcy Counsel ----------------------------------------------------------------- Geoffrey Groshong, Subchapter V trustee for Moving & Storage Solutions, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Wood & Jones, P.S., as his general bankruptcy counsel. The firm will render these services: a. locate and employ other professionals the Debtor may require to properly administer its Subchapter V bankruptcy case, such as a turnaround professional and a forensic accountant; b. investigate the Debtor's assets, including but not limited to bank accounts and undisclosed assets; c. investigate the Debtor's potential fraudulent transfers of assets; d. assist the Trustee in motions practice, including motions to sell the Debtor's business; e. assist the Trustee with any adversary proceedings that may be required to recover assets; and f. otherwise provide services to the Trustee as may be required to best protect the interests of creditors in this case. The firm's 2024 hourly rates are as follows: Edmund J. Wood (attorney) $370 Denice E. Moewes (attorney) $425 Theresa M. Kent (paralegal) $150 Dominique Moses (paralegal) $125 Kieran McKee (paralegal) $125 Monica Quintua (paralegal) $125 Chuck Kent (paralegal) $125 Legal Assistant $75 Wood & Jones is a "disinterested person" within the meaning of 11 U.S.C. 101(14), according to court filings. The firm can be reached through: Denice W. Moewes, Esq. Wood & Jones, P.S. 303 North 67th Street Seattle, WA 98103 Tel: (206) 623-4382 Email: dmoewes@aol.com About Moving & Storage Solutions Inc. Moving & Storage Solutions Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-10039-CMA) on January 9, 2024. In the petition signed by David Powell, president, the Debtor disclosed up to $5000,000 in assets and up to $1 million in liabilities. Judge Christopher M. Alston oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents the Debtor as legal counsel. MOZ CORP: Wins Interim Cash Collateral Access --------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, authorized Moz Corp. to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to pay its normal operation expenses. Incredible Bank has a first priority security interest in cash collateral pursuant to its UCC-1 tiled on October 1, 2021 in the amount of $2 million. The use of the cash collateral will continue until one or more of the following events or conditions: (1) the conversion or dismissal of the Chapter 11 case, (2) the Debtor's failure to duly and punctually perform any of its obligations under the Order, or (3) the Order being amended, vacated, stayed, reversed or otherwise modified. As partial adequate protection to the Lender, for the Debtor's use of cash collateral, Lender is granted replacement liens on post-petition property of the same validity, extent, and priority and upon the same cash collateral as each entity's pre-petition liens. Lender will not be required to file financing statements or other documents in any jurisdiction or take any other action in order to validate or perfect the security interests and liens granted pursuant to the provisions of the Order, and such security interests and liens will be deemed automatically perfected upon entry of the Order. In addition to the liens and security interests granted, the Lender will be entitled to an administrative claim pursuant to 11 U.S.C. Section 507 (b) to the extent, if any, that the adequate protection for the Debtor's use of cash collateral provided proves to be inadequate. In addition, the Debtor will make adequate protection payments to the Lender in the amount of $10,000 per month. A copy of the order is available at https://urlcurt.com/u?l=YYemyw from PacerMonitor.com. About Moz Corp dba Moz Corp Logistics Moz Corp dba Moz Corp Logistics is part of the general freight trucking industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-60332) on October 19, 2023. In the petition signed by Mursel Ozkan, president, the Debtor disclosed $519,671 in assets and $2,632,303 in total liabilities. Judge Barbara Ellis-Monro oversees the case. Ian Falcone, Esq., at The Falcone Law Firm, PC, represents the Debtor as legal counsel. NATIONWIDE CARGO: Case Summary & 16 Unsecured Creditors ------------------------------------------------------- Debtor: Nationwide Cargo, Incorporated 566 Rock Road Dr East Dundee, IL 60118-2447 Business Description: The Debtor is part of the general freight trucking industry. Chapter 11 Petition Date: March 13, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-03587 Judge: Hon. A. Benjamin Goldgar 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 E-mail: dleibowitz@lakelaw.com Total Assets: $9,050,291 Total Liabilities: $13,304,006 The petition was signed by Hristo Angelov as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/M423ITA/Nationwide_Cargo_Incorporated__ilnbke-24-03587__0001.0.pdf?mcid=tGE4TAMA NORMAN REGIONAL: Moody's Downgrades Long Term Bond Ratings to Ba1 ----------------------------------------------------------------- Moody's Ratings has downgraded Norman Regional Hospital Authority's (NRH, OK) long term bond ratings to Ba1 from Baa2 and revised the outlook to stable from negative. NRH has approximately $288 million of outstanding debt. The downgrade to Ba1 is driven by NRH's relatively weak financial performance that will inhibit its ability to replenish unrestricted cash following several years of weak cash flow generation and heavy capital investments. The inability to meet budget and the significant deterioration in balance sheet metrics as a result of challenges related to the master facility project highlight financial strategy and management credibility and track record risks under Moody's ESG framework. Governance is therefore a key driver of the rating change. Revision of the outlook to stable at the lower rating level reflects the organization's detailed turnaround strategies which provide prospects for performance improvement in 2025 and beyond and Moody's expectation that it will maintain over 70 days cash. RATINGS RATIONALE The Ba1 rating is supported by NRH's leading market position which will continue to be protected by a local city ordinance that restricts entrance of inpatient competition. While performance will remain weak, management expects some improvement in operating cash flow margin in fiscal 2024 following a material decline in fiscal 2022 and 2023. Improvements in operating performance in 2024 and beyond will be supported by volume growth, revenue cycle and cost cutting initiatives, and growth in supplemental funding. However, liquidity and leverage metrics will remain well below historical levels for several years following significant cash deterioration related to the large master facility plan. The 115-bed expansion at the HealthPlex facility is currently on track to be completed in July 2024, a year later than was originally planned, and will allow for significant savings from consolidation of services. With the majority of capital related to the project already spent, liquidity will stabilize in fiscal 2025 and begin to improve in fiscal 2026 onward if operating performance improvements are achieved. RATING OUTLOOK The stable outlook reflects Moody's expectation that although operating performance will remain weak through FYE 2024, it will begin to gradually improve in FY 2025 once services can be consolidated and improvement initiatives gain traction. Liquidity metrics will remain weak with days cash in the 70 day range but will improve in FY 2026 and beyond once operations improve and the master facility plan is complete. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Improved and sustained operating cash flow margin to over 5% -- Growing unrestricted liquidity such that days cash can be sustained over 100 days and cash to debt over 60% FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Inability to demonstrate meaningful improvement in operating cash flow in fiscal 2025 -- Further decline in unrestricted liquidity or increase in debt load resulting in days cash falling under 70 days or cash to debt falling below 35% -- Failure to complete expansion project on updated timeline LEGAL SECURITY The bonds are secured by a gross revenue pledge of the hospital. Required covenants relating to the master trust indenture, loan agreement and other related legal documents include 1.1x maximum annual debt service coverage. PROFILE Norman Regional Hospital Authority (NRH) is a regional hospital system located in Cleveland County, Oklahoma (approximately 20 miles south of Oklahoma City) with 387 licensed beds and $549 million of operating revenues. NRH is a public trust and GASB-reporting hospital. NRH operates the Norman Regional Hospital, Norman Regional HealthPlex, Norman Regional Moore facility, and recently opened Norman Regional Nine facility, as well as numerous outpatient locations. METHODOLOGY The principal methodology used in these ratings was US Not-for-profit Healthcare published in February 2024. NY COMMUNITY BANCORP: Moody's Puts 'B3' Issuer Rating on Review --------------------------------------------------------------- Moody's Ratings has changed the direction of its rating review of New York Community Bancorp, Inc. (NYCB) to review for upgrade from review for downgrade. The ratings under review include NYCB's long-term issuer rating of B3, its lead bank, Flagstar Bank, NA's (Flagstar) long-term deposits of Ba3, Flagstar's baseline credit assessment (BCA) of b2, Flagstar Bancorp, Inc.'s B3 subordinate debt rating (which is assumed by NYCB) and New York Community Capital Trust V's backed preferred stock rating of Caa1 (hyb). The rating action follows NYCB's March 6 announcement [1] that it has secured a total of $1.05 billion in capital commitments from several institutional investors, is appointing a new CEO, and is making substantial changes to the composition of its board of directors. RATINGS RATIONALE Moody's changed the direction of its review of NYCB's ratings because the planned capital raise will increase NYCB's common equity tier 1 (CET1) ratio to 10.3% on a proforma basis, assuming full conversion of the preferred equity to common, from 9.2% reported at December 31, 2023. The capital raise consists of a combination of common equity and convertible preferred equity, which will automatically convert to common equity upon certain events. NYCB expects to close its capital raise on or around March 11, 2024, subject to the satisfaction of certain closing conditions, finalization of definitive documentation and receipt of certain regulatory approvals. The planned changes in leadership are notable for a bank. The involvement of private equity investors in the bank is helpful to stabilize its capital in the short-term, but creates long-term uncertainties around the bank's governance and long-run strategy that now also will be explored during the ratings review. Moody's continues to believe that the bank's delayed reporting of its financial statements, its reported material weaknesses in internal controls, the transitions in its board membership, the changes in its risk and audit functional leadership and its reported Q4 2023 loss are strong signals that it is undergoing substantial changes in governance, oversight, risk management and internal controls. These changes are occurring during a particularly challenging operating environment for the bank, which points to heightened ongoing risks to its creditworthiness during the period it may take for all of these changes to become fully effective. Nevertheless, the planned capital raise could help stabilize its franchise following the tumultuous series of events that have occurred in recent weeks, and could improve its creditworthiness. Moody's will be assessing whether the firm is able to file its 2023 Form 10-K with the SEC within the existing extended filing period, and without incurring a qualified audit opinion on its 2023 financial statements. Moody's continues to believe that NYCB may have to further increase its provisions for credit losses. At December 31, 2023, NYCB had a $992 million allowance for credit losses (ACL), or 1.26% of total loans excluding loans with government guarantees and warehouse loans. The weighted average coupon on NYCB's office portfolio is 4.7% and $313 million and $237 million of office loans are maturing in 2024 and 2025, respectively. The bank's reserve coverage is approximately 8% on its $3.4 billion of office loans. Around 54% of its office loans are in Manhattan where office vacancy is around 15%, and its office loans are predominantly to class B properties (a lower quality category than class A properties). For this reason, Moody's said the bank's Q1 2024 results would be another area of focus in its review. In announcing the capital transaction, the bank stated that there would now be sufficient capital should provisions need to be increased in the future to be consistent with or above the coverage ratio of NYCB's Category IV bank peers. Moody's view is that Category IV peers generally have meaningfully lower commercial real estate concentrations and therefore are not appropriate benchmarks for ACL comparison. Moody's added that if, in the future, NYCB allocates a substantial portion of the planned capital raise towards bolstering its ACL, its proforma CET1 ratio would decline, but it would have increased ability to absorb loan charge-offs through the increased allowance. Outlook: rating under review for upgrade The review will focus on the outlook for NYCB's CRE portfolio, plans regarding its ACL, earnings, capitalization, liquid assets and use of wholesale funding. The review will also assess the bank's capital and business plans, credit risk management, balance sheet management, ongoing governance changes and overall risk management capabilities. Moody's will also monitor NYCB's ability to file its 2023 Form 10-K and the audit opinion on its 2023 financial statements. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of NYCB's ratings could occur following successful close of the capital raise and if Moody's assesses that NYCB will be able to maintain capitalization of at least 10% (based on Moody's measure of TCE to risk weighted assets) while maintaining an appropriate ACL. The consideration of an upgrade would also likely be contingent upon NYCB successfully filing its 2023 Form 10-K and receiving an unqualified audit opinion on its 2023 financial statements. NYCB's ratings could also be upgraded if the company were to significantly reduce its use of market funding, bolster its liquidity, further increase its capitalization, reduce its CRE concentration, and demonstrate a sustained improvement in governance, oversight, risk management and internal controls. The magnitude of such improvements will determine the extent of potential rating upgrades. NYCB's ratings could be downgraded if the capital raise is not completed as anticipated or if it were to experience a loss of depositor confidence that challenges its liquid resources, its capitalization weakens further from current levels, its use of market funding expands in relation to deposit funding, or if liquidity or profitability weaken. The ratings could also be downgraded if it does not file its 2023 Form 10-K with the SEC within the existing extended filing period, or should it suffer a qualified audit opinion on its 2023 financial statements. Additionally, the ratings could be downgraded if credit performance deteriorates meaningfully relative to through-the-cycle expectations. The emergence of evidence of further challenges in governance, oversight, risk management and internal controls could also trigger a downgrade. LIST OF AFFECTED RATINGS Issuer: New York Community Bancorp, Inc. On Review for Upgrade: LT Issuer Rating, Placed on Review for Upgrade, currently B3 RUR Pref. Stock Non-cumulative (Local Currency), Placed on Review for Upgrade, currently Caa2 (hyb) Subordinate Regular Bond/Debenture (Local Currency), Placed on Review for Upgrade, currently B3 Issuer: Flagstar Bancorp, Inc. (Assumed by New York Community Bancorp, Inc.) On Review for Upgrade: Subordinate Regular Bond/Debenture (Local Currency), Placed on Review for Upgrade, currently B3 Issuer: Flagstar Bank, NA On Review for Upgrade: Adjusted Baseline Credit Assessment, Placed on Review for Upgrade, currently b2 Baseline Credit Assessment, Placed on Review for Upgrade, currently b2 LT Counterparty Risk Assessment, Placed on Review for Upgrade, currently B1(cr) LT Counterparty Risk Rating (Foreign Currency), Placed on Review for Upgrade, currently B2 LT Counterparty Risk Rating (Local Currency), Placed on Review for Upgrade, currently B2 LT Issuer Rating (Local Currency), Placed on Review for Upgrade, currently B3 RUR LT Bank Deposits (Local Currency), Placed on Review for Upgrade, currently Ba3 RUR Affirmations: ST Counterparty Risk Assessment, Affirmed NP(cr) ST Counterparty Risk Rating (Foreign Currency), Affirmed NP ST Counterparty Risk Rating (Local Currency), Affirmed NP ST Bank Deposits (Local Currency), Affirmed NP Issuer: New York Community Capital Trust V On Review for Upgrade: Backed Pref. Stock (Local Currency), Placed on Review for Upgrade, currently Caa1 (hyb) PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Banks Methodology published in March 2024. ORIGINAL TRADERS: Gen7 Mulls Legal Options Against KPMG ------------------------------------------------------- Gen7 Fuel (Gen7), a retail chain of indigenous owed retail gas stations and convenience stores in Ontario, is claiming that KPMG, the court-appointed monitor over the financial restructuring of one of the company's major fuel suppliers, has engaged in a deliberate campaign to influence its banking partners to close at its accounts and freeze assets. In January 2023, the Ontario Superior Court of Justice named KPMG to manage the restructuring of Original Traders Energy Ltd.'s (OTE) multi-million-dollar debt through the Canadian Corporate Creditors Arrangement Act (CCAA) process. Prior to the restructuring process, Gen7 was OTE's largest single customer purchasing often five million litres or more of gasoline products a week. "Each time KPMG has told one of our banking partners to refuse our business, the banks have followed the court-monitor's advice, said Mat Mcleod, President, Gen7 Fuel. "However, once we've been able to meet with our banking partners and explain that we have no relationship to the OTE and its CCAA process, the banks have resumed their relationships with us, at least temporarily. Our reputation has been harmed and the continued attacks on our banking arrangements has impaired our ability to manage the millions of dollars a day in fuel and convenience store transactions." Gen7 has six locations in Ontario, each majority owned by First Nations community members. By combining their resources, they are able to purchase quality fuel at reasonable prices and compete with large oil brands. In the summer of 2022, OTE had canceled all contracts with Gen7, without notice, leaving the retail chain to find alternative fuel supply. Mr. Mcleod said, "We have no role in OTE's CCAA process. We are not a creditor nor owe the company any money. As a customer, we stopped doing business with OTE in 2022. Soon after that relationship ended, OTE filed for creditor protection." Since that time, Gen7 Fuels has not had any business relationship with OTE. Mr. Mcleod said, "We are reviewing our legal options to prevent any further harassment and potential interruption of our business. KPMG is not only harming us, it is also threatening the financial welfare of our employees, suppliers, and the Indigenous communities we serve. About Gen7 Fuels Gen7 develops long term viable businesses by assisting First Nation individuals in the start-up and day-to-day operations of retail fuel stations and variety stores. It supports 100 percent Indigenous owned stations in Aamjiwnaang First Nation (Sarnia), Bkejwanong First Nation (Walpole Island) Curve Lake First Nations (Kawarthas), Nipissing First Nation (North Bay), Batchewana First Nation (Sault Ste Marie), and Couchiching First Nation (Fort Frances). President Mat Mcleod is the majority owner and member of Nipissing First Nation. OUTLOOK THERAPEUTICS: Seven Proposals Approved at Annual Meeting ---------------------------------------------------------------- Outlook Therapeutics, Inc. held its Annual Meeting during which the Company's stockholders: (1) elected Gerd Auffarth, M.D., Julia A. Haller, M.D., Andong Huang, and Lawrence A. Kenyon to serve as Class II directors on the Company's Board of Directors until the Company's 2027 Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified; (2) approved the potential issuance in excess of 19.99% of the Company's outstanding common stock in a private placement of shares of common stock and accompanying warrants at less than the "minimum price" under Nasdaq Listing Rule 5635; (3) approved the potential issuance in excess of 19.99% of the Company's outstanding common stock upon the conversion of an outstanding convertible note at less than the "minimum price" under Nasdaq Listing Rule 5635, if required pursuant to the terms of the convertible note; (4) approved the amendment of the Company's Amended and Restated Certificate of Incorporation to increase the total number of shares of its common stock authorized for issuance from 425,000,000 to 1,200,000,000 shares; (5) did not approve the amendment of the Company's Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation; (6) approved the amendment of the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of common stock, and a reduction in the number of authorized shares of common stock, at a ratio of 1-for-10 to 1-for-30; (7) ratified the selection by the Audit Committee of the Board of KPMG LLP as the Company's independent registered public accounting firm for its fiscal year ending Sept. 30, 2024; and (8) approved a non-binding advisory vote on the compensation of the Company's named executive officers. About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com-- is a biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the United States, Europe, Japan and other markets. Outlook Therapeutics incurred a net loss of $58.98 million for the year ended Sept. 30, 2023, compared to a net loss of $66.05 for the year ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $32.30 million in total assets, $46.74 million in total liabilities, and a total stockholders' deficit of $14.44 million. Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 22, 2023, citing that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations since its inception and has an accumulated deficit of $479,096,425 as of Dec. 31, 2023. As of Dec. 31, 2023, the Company had $37,666,716 of principal, accrued interest and exit fees due under an unsecured convertible promissory note issued in December 2022, maturing on April 1, 2024. As a result, the Company said, there is substantial doubt about the Company's ability to continue as a going concern. PALEO ON THE GO: Seeks Cash Collateral Access --------------------------------------------- Paleo on the Go, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral for payment of necessary owner/operators, employees, supplies, and ordinary business expenses related to its operations. Samson MCA, LLC and Shopify may claim blanket liens against the Debtor's assets. The Debtor estimates that the collective claims of the Secured Creditors are secured by $24,851 in cash and $6,000 in accounts receivable, all of which is less than 90 days old. As adequate protection for the use of cash collateral, the Debtor offers the Secured Creditors the following: a. Post-petition replacement liens on the Secured Creditor Assets to the same extent, validity, and priority as existed pre-petition; b. The right to inspect the Secured Creditor Assets on 48 hours notice, provided that said inspection does not interfere with the operations of the Debtor; and c. Copies of monthly financial documents generated in the ordinary course of business and other information as the Secured Creditors reasonably request with respect to the Debtor's operations. A copy of the motion is available at https://urlcurt.com/u?l=UiUNAX from PacerMonitor.com. About Paleo On The Go Paleo On The Go, LLC, a company in Largo, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00155) on January 12, 2024, with $29,700 in assets and $1,451,126 in liabilities. David J. Rohde, manager, signed the petition. Judge Catherine Peek Mcewen oversees the case. Buddy D. Ford, Esq., at Buddy D. Ford, P.A. represents the Debtor as legal counsel. PANACEA LIFE: Settles to Convert $100K Into 666,000 Common Shares ----------------------------------------------------------------- Panacea Life Sciences Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on March 3, 2022, it entered into a Share Exchange Agreement with an institutional investor pursuant to which the Investor exchanged 350 shares of the Company's Series A Preferred Stock, par value $0.0001, for a Senior Convertible Note dated March 3, 2022 in the principal amount of $385,000, as amended. The parties have agreed to the Company's repayment of the Note in full pursuant to the terms of a Note Payoff Agreement dated Feb. 9, 2023, on (i) $135,000 on Feb. 13, 2023, and (ii) $100,000 on or before June 30, 2023; and (iii) the conversion of 540,000 shares of the Company's Common Stock at a fixed conversion price of $0.25 per share. The payment made on Feb. 13, 2023 was funded under the Company's line of credit with its chief executive officer. The Company was unable to fund the $100,000 in cash due on or before June, 2023 so it settled on converting this $100,000 to 666,000 shares of common stock on March 5, 2024. About Panacea Panacea Life Sciences Holdings, Inc. formerly known as Exactus Inc. (OTCQB:EXDI) -- http://www.exactusinc.com-- is holding company structured to develop and facilitate manufacturing, research, product development and distribution in the high-growth, natural human and animal health & wellness market segment. Its subsidiary, Panacea Life Sciences, Inc. (PLS) is dedicated to manufacturing, research and producing the highest-quality, hemp-derived cannabinoid, functional mushroom, Kratom and nutraceutical products for consumers and pets. Panacea Life reported a net loss of $9.14 million for the year ended Dec. 31, 2022, compared to a net loss of $4.78 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $19.49 million in total assets, $21.63 million in total liabilities, and a total stockholders' deficit of $2.14 million. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 29, 2023, citing that the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. PERFORCE INTERMEDIATE: S&P Affirms 'B-' ICR on Delphix Acquisition ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating on Perforce Intermediate Holdings LLC and its 'B-' issue-level rating on its first-lien debt. The '3' recovery rating is unchanged. S&P also assigned a 'B-' issue-level rating and '3' recovery rating to the proposed $375 million first-lien debt. The stable outlook reflects S&P's assumption that Perforce will effectively integrate Delphix, achieve planned cost synergies over 2024-2025, and approach 5% free cash flow to debt in 2025. On Feb. 6, 2024, Perforce Software Inc., a subsidiary of Perforce Intermediate Holdings LLC, entered into a definitive agreement to acquire Delphix Corp., a provider of database virtualization and data masking software. The acquisition will be financed through a combination of new equity and a nonfungible $375 million first-lien term loan due in 2031 (with a springing maturity in July 2026 if other loans are not refinanced). S&P said, "This transaction will moderately increase leverage to the high-8x area in 2024, but we expect free cash flow to remain positive and credit metrics to recover fairly rapidly in 2025. S&P Global Ratings-adjusted leverage will be higher than the low-8x area we previously expected, but we see leverage declining to below 7x in 2025 as one-time transaction and severance costs decline and Perforce realizes cost savings. Additionally, we expect continued positive free cash flow in 2024-2025 in spite of nearly $30 million of incremental interest expense, although cash generation will be near break-even in 2024. Perforce's management team has a history of integrating sizable past acquisitions--including Puppet and Blazemeter. However, we view any acquisition as a potential source of operational and integration risks, particularly when it focuses cost savings on the sales and go-to-market organization. We view potential disruption of Delphix's recent return to a growth trajectory and the firm's ability to harvest synergies from this acquisition as a key risk for the rating on Perforce in the near term." Sizable liquidity of $60 million cash at close and a $75 million undrawn revolver provide cushion against underperformance, but a sizable 2026 maturity wall limits flexibility. Perforce has been a frequent acquirer, and this is the third incremental term loan issuance since our initial rating in 2019. While the company's meaningful liquidity resources should enable management to navigate any minor disruption or missteps in integration, Perforce has accumulated a nearly $1.5 billion first-lien maturity wall due in July 2026, which is 17 months away from turning current. S&P said, "We will closely monitor its prospects and ability to refinance this capital structure over the next year. Perforce may find itself needing to refinance and reprice its capital structure under unfavorable terms if the integration of Delphix raises unexpected challenges. We also expect that Perforce will remain an active acquirer and user of incremental debt financing and that expect these risks will continue to arise as the company expands inorganically." S&P said, "We believe the acquisition of Delphix strategically aligns well with Perforce's business. Delphix is an enterprise software provider specializing in database virtualization and data masking. Its products offer the capability to provision virtual copies of production data in near real time, making it a valuable and complementary addition to Perforce's portfolio. We anticipate Delphix's contribution will enhance the revenue stream for the combined business. With over 95% of Delphix's and about 85% of Perforce's revenue being recurring, we project about 90% after the combination. In addition, there is a notable overlap between their customer bases, presenting potential opportunities for cross-selling. "We believe the transaction presents an opportunity to reduce Delphix's cost structure and enhance overall profitability. Established in 2008, Delphix employs approximately 550 full-time staff across America, Asia-Pacific, and Europe, the Middle East, and Africa. It operates at a high-single-digit percent EBITDA margin. We believe there's room to reduce costs and further improve margins compared to its software peers. Perforce has identified cost-saving opportunities and areas to take actions throughout 2024-2025, encompassing both personnel and non-personnel reductions. Pro forma for the transaction, we anticipate Perforce's EBITDA margin will temporarily decline to the low-30% area in 2024 from 37%-38%. This takes into account the transient impact arising from substantial one-time costs associated with Delphix transaction. As the company realizes synergies and some costs to roll off in the following year, we forecast EBITDA margins to improve back to the high-30% area in 2025." Nevertheless, missteps could disrupt integration or compromise sales and customer relationships. Additionally, macroeconomic factors and dynamics within verticals could affect overall performance. Perforce, on a stand-alone basis, has semiconductor (10%) and media and gaming (9%) verticals, both of which face uncertainties amid the weakening macroeconomic backdrop. These and other unexpected challenges could pose risks to Perforce to achieve positive free cash flow over the next 12 months. S&P said, "The stable outlook reflects our view that Perforce will integrate Delphix and achieve planned synergies over 2024-2025, with revenue and profitability expansion through both organic growth and acquisitions. We anticipate minimal free operating cash flow (FOCF) in 2024 and a meaningful rebound in 2025 after considerable merger and acquisition (M&A) costs roll off. We expect S&P Global Ratings-adjusted leverage to be in the high-8x area in 2024 before improving below 7x in 2025." PINNACLE GRINDING: Wins Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Nevada authorized Pinnacle Grinding and Grooving LLC to use cash collateral, on an interim basis, in accordance with the budget. Heritage Bank of Nevada, the U.S. Small Business Administration, and Channel Partners assert an interest in the Debtor's cash collateral. As a condition of the Debtor's use of HBN's cash collateral, the Debtor will make monthly adequate protection payments to HBN in the amount of $1,267, commencing retroactively to February 15, 2024 and continuing on the 15th day of each month thereafter until a plan of reorganization is confirmed, the case is converted to Chapter 7 or the case is dismissed. As of the date of the Order, the Debtor has made the adequate protection payment for February 15, 2024 to HBN. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=QLZuBX from PacerMonitor.com. The Debtor projects total costs, on a weekly basis, as follows: $47,200 for the week starting March 18, 2024; and $34,450 for the week starting March 25, 2024. About Pinnacle Grinding and Grooving Pinnacle Grinding and Grooving, LLC is an experienced subcontractor, specializing in pavement rehabilitation and preservation through diamond grinding and grooving. The company is based in Reno, Nev. Pinnacle filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-50103) on February 1, 2024, with $2,866,132 in assets and $3,936,760 in liabilities. Travis Brandt, manager, signed the petition. Judge Hilary L. Barnes oversees the case. Kevin A. Darby, Esq., at Darby Law Practice represents the Debtor as bankruptcy counsel. PRE-PAID LEGAL: Moody's Affirms B3 CFR & Cuts First Lien Debt to B3 ------------------------------------------------------------------- Moody's Ratings affirmed Pre-Paid Legal Services, Inc.'s (dba "LegalShield") corporate family rating of B3 and probability of default rating of B3-PD. Moody's concurrently downgraded the ratings on the company's $75 million backed senior secured first lien revolving credit facility due 2026 and $1,125 million (including incremental amount) backed senior secured first lien term loan due 2028 to B3 from B2, and affirmed the rating on its $250 million backed senior secured second lien term loan due 2029 of Caa2. Moody's also maintained the stable outlook. The company is an Oklahoma-based provider of subscription-based online legal services. The ratings action reflects the issuance of $125 million of incremental first lien term loan, the proceeds of which will be used to repay a portion of the existing second lien term loan. The downgrade of the senior secured first lien ratings is due to the reduced amount first loss support from the senior secured second lien term loan provided to the first lien creditors in a default scenario. RATINGS RATIONALE LegalShield's B3 CFR reflects: (1) the company's high financial leverage with debt-to-EBITDA of 6.5x (Moody's adjusted) expected over the next 12 months; (2) limited end market and product offerings, namely legal services; and (3) a relatively modest revenue base of approximately $570 million expected for 2024. The ratings also reflects: (1) a predictable subscription-based revenue stream from a large membership base and a business model that is less vulnerable to a deteriorating economic environment; (2) Moody's expectations for continued modest growth in memberships and revenues as a result of the company's marketing and retention strategies; (3) a diversified sales channel mix, including business solutions, network, and consumer direct; and, (4) good liquidity. LegalShield operates in the online legal services industry and enjoys good name recognition and brand awareness. The company's membership base has been stable over the past few years thus there is good visibility to revenue, supported by the highly recurring subscription nature of its revenue stream. The company has also invested in increasing the proportion of new sales that originates from the direct-to-customer channel and the benefits channel, which have a lower customer acquisition cost as compared to the network channel and as a result such subscriptions are more profitable. In the network channel plans and supplements are sold to individuals though an independent salesforce. LegalShield also operates in an industry that includes several service providers and barriers to entry can be low. Although other online legal service providers tend to specialize in select areas, there is some overlap with LegalShield. Moody's expects LegalShield to generate revenue growth in the low single digit area over the next 12-18 months while EBITDA margins will be in the 30%+ area. The drivers for revenue growth include higher pricing for subscription and growth in new premium sales that exceeds any premium churn. Moody's also expects LegalShield to continue to generate positive free cash flow, with free cash flow as a percentage of debt maintained in the low single-digit range over the next 12 to 18 months. Provided the company refrains from a debt funded acquisition or additional dividend recapitalizations, Moody's expects debt-to-EBITDA financial leverage to decline to around 6.5x over the next 12 months, driven by earnings growth and some debt repayment. LegalShield's liquidity profile is good, supported by a $75 million revolving credit facility which Moody's expects to be undrawn over the next 12-18 months, and over $25 million of cash on the balance sheet as of the end of 2023 (pro forma with the proposed transaction). Moody's also expects free cash flow to be positive over the next 12-18 months assuming no additional distributions or acquisitions. The ratings for the individual debt instruments incorporate LegalShield's overall probability of default, reflected in the B3-PD, and the loss given default assessments for the individual instruments. The senior secured first lien credit facilities are rated at B3, the same level as the B3 CFR. The B3 senior secured first lien instrument rating reflects their relative size and senior position ahead of the senior secured second lien term loan that would drive a higher recovery for senior secured first lien debt holders in the event of a default. LegalShield's senior secured second lien term loan is rated at Caa2, which is two notches below the B3 CFR, reflecting its junior position in the capital structure. The stable outlook reflects Moody's expectation for revenue growth and slight deleveraging over the next 12 - 18 months that will be driven by a stable membership base, some pricing increases and churn rates that will be stable at around 2.5%. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if revenue and memberships grow over a multi-year period; the company exercises conservative financial policies with respect to shareholder distributions; and legal and regulatory risks remain manageable. Additionally, a ratings upgrade would require an improvement in financial metrics, including, adjusted debt-to-EBITDA sustained below 5.0x and free cash flow-to-debt of 5% or higher. The ratings could be downgraded if memberships and revenues decline, resulting in weakening operating performance, diminished liquidity and deterioration of the company's key credit metrics, including debt-to-EBITDA, free cash flow-to-debt, or EBITA-to-interest coverage. Specifically, negative rating pressure would arise if debt-to-EBITDA increases from current levels, EBITA-to-interest is sustained below 1.0x, or there is a material deterioration in free cash flow compared to Moody's expectation. More aggressive financial policies, including increases in leverage to fund dividend payments, or legal or regulatory developments that have a material adverse effect on the company's business model or financial position, could also pressure the ratings. LegalShield, headquartered in Ada, Oklahoma, provides subscription-based legal insurance and identity theft protection solutions to businesses and individuals through an outsourced distribution and service model. LegalShield is majority owned by affiliates of private equity sponsor Stone Point Capital. The company generated revenue of $556 million for FY 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. PRESTO AUTOMATION: Inks Forbearance Deal With Metropolitan Partners ------------------------------------------------------------------- Presto Automation Inc. disclosed in a Form 8-K Report Filed with the U.S. Securities and Exchange Commission that on March 1, 2024, the Company and its wholly owned subsidiary Presto Automation LLC, entered into a Forbearance Agreement and Sixth Amendment to Credit Agreement with Metropolitan Partners Group Administration, LLC, as administrative agent on behalf of the lenders party to the Credit Agreement, dated September 21, 2022 (as subsequently amended, the "Credit Agreement"), and certain significant stockholders of the Company. The Forbearance Agreement provides that the Lenders will not exercise remedies pursuant to the events of default set subject to the agreements and conditions. If the Company raises gross cash proceeds of $3,500,000.00 or more by March 4, 2024 in a Capital Raise, the forbearance shall terminate on April 14, 2024 and if the Company raises gross cash proceeds in an amount greater than or equal to $2,000,000 but less than $3,500,000 by March 4, 2024 in a Capital Raise, the forbearance termination date shall be March 16, 2024 (in either case, the "Forbearance Termination Date") and the following additional terms shall apply: A "Capital Raise" means the sale of new equity interests of the Company or the issue of a convertible subordinated note with specified terms and conditions and that is reasonably satisfactory to the Agent. The Forbearance will terminate upon the following dates: (a) Forbearance Termination Date; (b) the date on which the Company or any other party to the Credit Agreement (each, a "Loan Party") commences, or threatens in writing to commence, any litigation against the Agent or any Lender; (c) the date on which any Loan Party takes any action inconsistent with the Agent's or any Lender's interests in the Collateral; (d) the commencement of any insolvency proceeding by or against any Loan Party; (e) any amendment to the Loan Parties' certificate of incorporation, bylaws or other operating documents, or the Company entering into any stockholders agreement or other operating document, which in any way amends or alters (A) the composition of the Company's board of directors including providing any stockholder or other person with any right to designate a director, (B) the relative voting rights of members of the board of directors or stockholders, or (C) the terms of the Loan Parties' governance; (f) Paul Hastings LLP ceases, for any reason, to act as corporate counsel to the Loan Parties; (g) on the date that is three (3) days after March 1, 2024, if by that date the Loan Parties have not retained an interim or permanent resource to support capital markets activity reasonably acceptable to Agent in its sole discretion or (h) the occurrence or existence of any default or event of default under the Forbearance Agreement or under any loan document, or any event or circumstance which, with notice or the passage of time, shall become an event of default, other than the Forbearance Defaults. As a condition to continued Forbearance, the Company is required to deliver to the Agent no later than two business days prior to the issuance of securities in connection with each Forbearance written notice (in form and substance acceptable to the Agent) (1) setting forth (i) the terms of such issuance, (ii) the date of closing of such issuance, and (iii) the aggregate gross and net cash proceeds of such issuance, and (2) attaching copies of all substantially final documentation in connection with such issuance. The Forbearance is subject to appropriate documentation acceptable to the Agent and the Lenders. The Company is required to pay the fees and expenses of the Agent, the Lenders and their counsel. Such payment will be made initially in connection with the Capital Raise associated with the First Forbearance and the obligation to make such payments continues thereafter. A full-text copy of the Company's Report on Form 8-K with further information is available at https://tinyurl.com/bdfsuys2 About Presto Automation Presto Automation Inc. provides enterprise grade AI and automation solutions to the restaurant enterprise technology industry. The Company's solutions are designed to decrease labor costs, improve staff productivity, increase revenue and enhance the guest experience. The Company offers its AI solution, Presto Voice, to quick service restaurants (QSR) and its pay-at-table tablet solution, Presto Touch, to casual dining chains. Some of the most recognized restaurant names in the United States are among its customers, including Carl's Jr., Hardee's, Del Taco and Checkers for Presto Voice and Applebee's, Chili's and Red Lobster for Presto Touch. Substantial doubt exists about the Company's ability to continue as a going concern within one year after the date that the financial statements are available to be issued. The Company intends to mitigate the conditions or events that raise this substantial doubt, however, as some components of these plans are outside of management's control, the Company cannot ensure they will be effectively implemented. The Company cannot be sure that any additional financing will be available on acceptable terms, if at all. If the Company is unable to raise additional capital when desired, its business, results of operations, and financial condition would be materially and adversely affected. The Company's condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business, the Company said in its Quarterly Report for the period ended Sept. 30, 2023. PROVIZOR FEDERAL: Lender Seeks to Prohibit Cash Collateral Access ----------------------------------------------------------------- Loyal Source Government Services, LLC asks the U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, to prohibit Provizor Federal, Inc. from using cash collateral. On October 23, 2017, OMV Medical, Inc. n/k/a Provizor Federal, Inc. and the Defense Health Agency of the U.S. Federal Government entered into a Prime Contract wherein the Debtor agreed to provide medical staffing and ancillary services to the Government. On March 16, 2018, Loyal Source and the Debtor executed the Subcontract Agreement in which Loyal Source agreed to "provide support services to [the Debtor], to enable [the Debtor] to fulfill its obligations under the Prime Contract". The Debtor subsequently defaulted on the Subcontract Agreement. On April 5, 2023, Loyal Source filed a petition for arbitration before the American Arbitration Association for damages and injunctive relief against the Debtor. On November 21, 2023, the AAA arbitrator issued an Opinion and Interim Order Lifting the September 6, 2023 Stay, Granting Claimant's Emergency Motions, Entering Monetary Awards, and Establishing a Constructive Trust, which was subsequently amended on November 22, 2023, and which awarded Loyal Source an arbitration award that required Debtor to pay $10.031 million to Loyal Source. The Arbitration Award imposed a constructive trust in favor of Loyal Source on all future payments received by the Debtor from the government under the Prime Contract for services provided by Loyal Source to the Debtor under the Subcontract Agreement. On January 5, 2024, U.S. District Court for the District of Maryland confirmed the Arbitration Award against the Debtor. On January 29, 2024, the District Court entered the Order and Judgment confirming the Interim Award and the Second Award and awarding Loyal Source a money judgment in the amount of $12 million. On February 28, 2024, the Court entered its Interim Consent Order (I) Authorizing the Debtor to Obtain Postpetition Financing (II) Granting Security Interests and Superpriority Administrative Expense Status; (III) Granting Adequate Protection; (IV) Modifying Automatic Stay; (V) Authorizing Use of Cash Collateral; (VI) Scheduling a Final Hearing and (VII) Granting Related Relief. Among other things, the Interim Order provides that: a) $472,030 in the Debtor's account at JPMorgan Chase Bank, NA, Acct. #761206090, as of the Petition Date, was attributable to services provided by Loyal Source and for purposes of the Interim Order, was not cash collateral; b) The Loyal Share will be held in the Chase Account subject to the constructive trust imposed by the District Court; c) Representatives of the Debtor and Loyal Source will meet every Monday, Wednesday and Friday, in good faith, to determine what portion of additional deposits into the Chase Account comprise the Loyal Share; and d) Any additional deposits into the Chase Account which comprise the Loyal Share will be held pursuant to the constructive trust. The Arbitration Award, as confirmed by the District Court, unequivocally imposes a constructive trust in favor of Loyal Source on all Government payments for services provided by Loyal Source under the Subcontract Agreement. The Debtor has only bare legal title to the Government payments, including the Loyal Share, and these funds are not estate property. Because the Government payments subject to the constructive trust are not property of the Debtor or its estate, such funds do not constitute cash collateral and cannot constitute DIP Collateral to which the DIP Lender's liens may attach. Pursuant to the Interim Order, the Debtor stipulated that $472,030 in the Chase Account, as of the Petition Date, was subject to the constructive trust imposed by the District Court. These funds are not property of the estate and should be immediately turned over to Loyal Source. The Debtor should be required to immediately turnover $472,030 from the Chase Account. Additionally, the Debtor should be required to turnover, on a weekly basis, any further funds deposited into the Chase Account that are subject to the constructive trust, without further Court order. Under the Interim Order, the Debtor and Loyal Source already have a process in place to review additional deposits into the Chase Account three times per week and determine whether those deposits comprise the Loyal Share. A copy of the motion is available at https://urlcurt.com/u?l=pqzr1w 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/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. PYRAMID INVESTMENT: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Pyramid Investment Management, LLC 24-01222 4403 Sun Valley Boulevard Kissimmee, FL 34746 Pyramid Investment Management II, LLC 24-01231 4403 Sun Valley Boulevard Kissimmee, FL 34746 Business Description: The Debtors are primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: March 13, 2024 Court: United States Bankruptcy Court Middle District of Florida Judge: Hon. Grace E Robson (24-01222) Hon. Lori V Vaughan (24-01231) Debtors' Counsel: Christina Vilaboa-Abel, Esq. CAVA LAW, LLC 1390 South Dixie Highway Suite 1110 Coral Gables, FL 33146 Tel: +1 (786) 675-6830 Email: eservice@cavalegal.com Pyramid Investment Management's Estimated Assets: $500,000 to $1 million Pyramid Investment Management's Estimated Liabilities: $1 million to $10 million Pyramid Investment Management II's Estimated Assets: $500,000 to $1 million Pyramid Investment Management II's Estimated Liabilities: $500,000 to $1 million The petitions were signed by Mahendra Gunapooti, managing member of PTM, LLC. Copies of the Debtors' list of 20 largest unsecured creditors are now available for download at PacerMonitor.com. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BNJOCRA/Pyramid_Investment_Management__flmbke-24-01222__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/NSUYO6I/Pyramid_Investment_Management__flmbke-24-01231__0001.0.pdf?mcid=tGE4TAMA QUALITY ASSURANCE: Continued Operations to Fund Plan Payments ------------------------------------------------------------- Quality Assurance Roofing Company of Texas, LLC, filed with the U.S. Bankruptcy Court for the Western District of Arkansas a Plan of Reorganization dated March 5, 2024. On or about January 2010, Erica Bray along with her ex-husband and partner Anthony Bray incorporated the Debtor in this bankruptcy as a roofing business. After a divorce from her ex-husband on or about January 17, 2023, Erica Bray became the sole owner. As part of the divorce decree as well as transitioning operations to a sole owner business, the Debtor incurred substantial debt which at the time of filing for bankruptcy protection caused cash flow shortages. This bankruptcy filing is a proactive step towards resolving future problems and re-establishing strong financial health for the company. To do this, the Debtor intends to pay all of its debt obligations in full, that is to say all of the debt obligations which have timely filed proof of claims and which the Debtor has not objected. The Debtor will need to simply extend the term length of the debt obligations and potentially adjust high interest rates to a more manageable level. Erica Bray, President, will manage and operate the company during the course of the reorganization. Erica Bray has been taking draws from the company which averages out to about $14,000 per month. Class 1 consists of General Unsecured Creditor Pool. According to the Debtor's Schedules, Debtor believes that it has an unsecured pool of potentially $642,431.06. Debtor does not intend to pay ongoing interest on these unsecured debts; however, intends to pay the debts of claims filed by the claims bar date of April 8, 2024 in full over the 60-month reorganization period. Claims not filed by this date will not get paid. This would result in Debtor debt obligation to creditors in a monthly amount of $10,707.18 per month or less depending upon the claims filed. The claims of creditors in this Class are impaired. Class 2 consists of Equity Holders Claims. Erica Bray is the sole principal of the Debtor and shall retain her interest in the shares of Debtor. Likewise, Ms. Bray will continue to operate and manage the business affairs of the Debtor post-confirmation. It is the intent of the Debtor for Ms. Bray to continue in this capacity regardless of whether there is a consensual or nonconsensual plan. The duties of Ms. Beverly Brister, the appointed Subchapter V Trustee, in a consensual plan, shall cease upon substantial consummation of the Debtor's Plan unless for good cause, a party in interest has objected to the same and the Court either sua sponte or after a hearing on the objection decides it is not in the best interest of interested parties. In a nonconsensual plan, the Debtor will retain control of management of company and payment to creditors; however, Ms. Brister will remain as Trustee for purposes of overseeing the Debtor's compliance. Ms. Brister and the Debtor will discuss the nature and extent of said oversight should the Plan be nonconsensual. Since Ms. Bray is an insider as determined by the Bankruptcy Code, she does not have a vote on this Plan. The source of funds for the payments pursuant to the Plan is the continued operation of the Business. The Debtor's projections are based on Debtor's previous business operations and projected future business forecasts. Debtor's officer is able to reasonably project income and expenses based on such information. The Plan Proponent's financial projections show that the Debtor will have projected disposable income sufficient to pay her debts in full. Because the Debtor is paying its debts in full, the disposable income calculus is less important; however, Debtor submits that it at worst will pay its disposable monthly income into the Plan for 60 months unless or except if monthly income is more than the plan obligations. In that case, the Debtor will continue to pay the obligations under the Plan and in the Debtor's discretion may pay more than the monthly obligations in an attempt to complete the Plan earlier than proposed. A full-text copy of the Plan of Reorganization dated March 5, 2024 is available at https://urlcurt.com/u?l=h8nH02 from PacerMonitor.com at no charge. Counsel to the Debtor: Donald A. Brady, Jr., Esq. CARL W. HOPKINS, PA P. O. Box 7359 Van Buren, AR 72956 Phone: (479) 922-2175 Email: dbrady@hopkinslawoffices.com About Quality Assurance Roofing Company Quality Assurance Roofing Company of Texas, LLC, was incorporated as a roofing business. The Debtor filed its voluntary relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ark. Case No. 23-71848) on Dec. 12, 2023. The petition was signed by Erica Bray, member. At the time of filing, the Debtor estimated $50,001 to $100,000 in assets and up to $1 million in liabilities. Carl W. Hopkins, Esq., at Carl W Hopkins PA, is the Debtor's counsel. ROOSEVELT PROPERTIES: Case Summary & Two Unsecured Creditors ------------------------------------------------------------ Debtor: Roosevelt Properties, Inc. 509 Babylon Turnpike Freeport, NY 11520 Case No.: 24-70991 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 13, 2024 Court: United States Bankruptcy Court Eastern District of New York Judge: Hon. Louis A. Scarcella Debtor's Counsel: Heath S. Berger, Esq. BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP 6901 Jericho Turnpike Suite 230 Syosset, NY 11791 Tel: 516-747-1136 Email: hberger@bfslawfirm.com/ gfischoff@bfslawfirm.com Total Assets: $2,600,000 Total Liabilities: $1,592,574 The petition was signed by Maxie Bowen as president. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VNZJFHA/Roosevelt_Properties_Inc__nyebke-24-70991__0001.0.pdf?mcid=tGE4TAMA RUSSELL INVESTMENTS: S&P Alters Outlook to Neg., Affirms 'B+' ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Russell Investments Cayman Midco Ltd. to negative from stable. At the same time, S&P affirmed its 'B+' issuer credit and debt ratings on the company. The negative outlook indicates S&P's expectation that Russell will operate with EBITDA interest coverage below 2.0x over the next 12 months. Russell has proposed extending the maturity of its $1.16 billion first-lien term loan to May 2027 from May 2025.The extension is expected to feature cash and payment-in-kind (PIK) original issue discount, with the latter effectively bringing the debt balance to $1.21 billion, and raises the cash spread on the debt to SOFR + 5.00%, in addition to 1.50% of PIK interest. S&P views favorably the lengthened debt tenor, but the incremental interest pressures EBITDA interest coverage metrics. S&P includes accrued PIK interest in its calculation of Russell's debt, and S&P doesn't net cash against debt in its leverage calculation because of financial sponsor ownership. S&P said, "The outlook revision reflects our expectation that Russell will operate with EBITDA interest coverage below 2.0x over the next 12 months. The company's revenue declined 10% year over year in the first nine months of 2023, primarily owing to negative markets and net outflows leading to lower investment management fee revenue. EBITDA margins also fell--to 14% for the 12 months ended Sept. 30, 2023, from approximately 20% in previous years--causing a meaningful decline in EBITDA. With the incremental interest from the refinancing adding pressure, we expect that EBITDA interest coverage (per S&P Global Ratings-adjusted calculations) will be below 2.0x over the next 12 months. "Our base case assumes that rates will begin to decline mid-2024 but remain elevated, and we expect revenue growth at Russell to be in the single digits in 2024. We also expect cost savings to contribute to slight margin improvement in 2024, and Russell is targeting $59 million of savings in 2024 and 2025." The company has also improved its investment performance, with 66% of funds beating the benchmark on a three-year basis, and it had a positive institutional net flows backlog of $19.7 billion as of Dec. 31, 2023. Net flows and the revenue trajectory could lead to lower leverage and higher EBITDA interest coverage. However, if Russell can't maintain its investment performance, drive positive net flows, and improve margins, EBITDA interest coverage could remain pressured. S&P said, "The negative outlook reflects our expectation that EBITDA interest coverage will be below 2.0x over the next 12 months while margins and earnings improve slightly. "We could lower our ratings on Russell if performance and earnings fall short of our base-case expectations for modest improvements, if liquidity becomes less than adequate, or if interest coverage is further pressured. "We could revise the outlook to stable if Russell improves its EBITDA interest coverage and sustains it above 2.0x while improving business performance and maintaining adequate liquidity." SHIFT TECHNOLOGIES: Hires Arch & Beam Global as Transition Advisor ------------------------------------------------------------------ Shift Technologies, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Northern District of California to employ Arch & Beam Global, LLC as its transition advisor. The firm will render these services: (a) work with the Debtors to migrate their accounting and IT systems to scaled-down and less costly accounting and IT solutions; (b) assist the Debtors with analyzing and coordinating with tax professionals related to any open tax issues; (c) provide operational support to the Debtors for certain discrete operational tasks, as requested by the Debtors; and (d) provide other related tasks, as requested by the Debtors. The firm will be paid at these rates: Senior Managing Directors $650 per hour Managing Directors $545 per hour Directors $485 per hour Senior Associates $435 per hour Associates $395 per hour Staff and Admin $150 per hour Arch + Beam is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Matthew English Arch & Beam Global, LLC 2500 Camino Diablo Suite 110 Walnut Creek, CA94597 Tel: (415) 252-2900 About Shift Technologies, Inc. Shift Technologies, Inc. is a consumer-centric omnichannel used car retailer. The Company operates the website www.shift.com and two locations in Oakland and Pomona, California. Shift Technologies and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Lead Case No. 23-30687) on October 9, 2023. In the petitions signed by Jason Curtis, chief financial officer, Shift Technologies disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Hannah L. Blumenstiel oversees the cases. The Debtor tapped Thomas B. Rupp, Esq., at Keller Benvenutti Kim LLP as counsel and Omni Agent Solutions, Inc. as claims and noticing agent. SMALLHOLD INC: Hires Epiq Corporate as Administrative Advisor ------------------------------------------------------------- Smallhold, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Epiq Corporate Restructuring, LLC as its administrative agent. The firm will render these services: (a) assist with, among other things, solicitation, balloting, tabulation, and calculation of votes, as well as prepare any appropriate reports, as required in furtherance of confirmation of plan(s) of reorganization, and in connection with such services, process requests for documents from parties in interest; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtor's schedules of assets and liabilities and statement of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a chapter 11 plan; and (f) provide such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Retention Application, as may be requested from time to time by the Debtor, the Court or the Office of the Clerk of the Bankruptcy Court. The firm will be paid at these rates: Clerical/Administrative Support waived IT / Programming $52 - $68 Case Managers $68 - $132 Consultants/ Directors $135 - $175 Solicitation Consultant $175 Executive Vice President, Solicitation $195 Executives No Charge The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kathryn Tran, consulting director at Epiq, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kathryn Tran Epiq Corporate Restructuring, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Phone: (714) 394-6998 Email: ktran@epiqglobal.com About Smallhold Inc. Smallhold, Inc. is a specialty mushroom company based in Brooklyn, N.Y. It currently operates indoor mushroom farms in New York City, Austin, and Los Angeles. The Debtor filed Chapter 11 petition (Bankr. D. Del. Case No. 24-10267) on February 18, 2024, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. James Dunn, chairman, signed the petition. Judge Craig T. Goldblatt oversees the case. James C. Barsalona II, Esq., and Joseph C. Barsalona II, Esq., at Pashman Stein Walder Hayden, P.C. represents the Debtor as legal counsel. SMALLHOLD INC: Taps Pashman Stein Walder as Bankruptcy Counsel -------------------------------------------------------------- Smallhold, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Pashman Stein Walder Hayden, P.C. as its bankruptcy counsel. The Debtor requires legal counsel to: a. give advice in the areas of restructuring and bankruptcy; b. take all necessary actions to protect and preserve the Debtor's estate during its Chapter 11 case, including the prosecution of actions by the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved, and objecting to claims filed against the estate; c. prepare legal papers; d. counsel the Debtor with regard to its rights and obligations; e. coordinate with the Debtor's other professionals in representing the Debtor in connection with this case; and f. perform all other necessary or requested legal services. The firm will be paid at these rates: Partners $590 - $975 per hour Of Counsel $550 - $845 per hour Counsel $430 - $690 per hour Associates $408.50 - $475 per hour Paraprofessionals $355 - $380 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor an advance fee of $50,000. Joseph Barsalona II, Esq., a partner at Pashman, 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: Joseph C. Barsalona II, Esq. Pashman Stein Walder Hayden, P.C. 1007 North Orange Street, 4th Floor, Suite 183 Wilmington, DE 19801-1242 Tel: (302) 592-6496 Email: jbarsalona@pashmanstein.com About Smallhold Inc. Smallhold, Inc. is a specialty mushroom company based in Brooklyn, N.Y. It currently operates indoor mushroom farms in New York City, Austin, and Los Angeles. The Debtor filed Chapter 11 petition (Bankr. D. Del. Case No. 24-10267) on February 18, 2024, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. James Dunn, chairman, signed the petition. Judge Craig T. Goldblatt oversees the case. James C. Barsalona II, Esq., and Joseph C. Barsalona II, Esq., at Pashman Stein Walder Hayden, P.C. represents the Debtor as legal counsel. SOLARIS MARKETING: Unsecureds to Split $18K in Subchapter V Plan ---------------------------------------------------------------- Solaris Marketing NW, LLC, filed with the U.S. Bankruptcy Court for the Western District of Washington a Plan of Reorganization under Subchapter V dated March 5, 2024. The Debtor was formed in May 2018 by Dariush and Michelle Shafagh to market equipment attachments and spare parts, manufactured by third parties, to contractors and equipment dealers in US markets. Starting out with one customer, and operated exclusively by its principals, the Debtor grew until in 2020 it realized gross revenues of $454,000.00. To accommodate the rapid growth, during its first 3 years of operation, the debtor hired additional staff to assist with marketing, website management, office management, administration, sales and bookkeeping. Facing mounting collection pressure from creditors, the Debtor filed a petition under Chapter 11, Subchapter V on the Petition Date. The Debtor is operating its business and managing its affairs as a debtor-in-possession. Class 2 consists of General Unsecured claims. All general unsecured claims will receive a pro rata share of $18,000.00 to be paid no less than $500.00 per month beginning on May 20, 2024. This Class is impaired. Class 3 consists of General Unsecured claims with payments made pursuant to Section 1122 (b) of the Bankruptcy Code. Any general unsecured claim whose monthly pro rata share of the Class 2 disbursement amount equals less than $2.00 per month will be paid its full pro rata share on May 20, 2024. This Class is impaired. Class 4 consists of Claims of Interest of Equity Security Holders Dariush Shafagh and Michelle Shafagh. Dariush Shafagh and Michelle Shafagh hold a 100% membership interest in the Debtor which will be retained until payments provided for in the Plan are paid in full. The Plan will be funded with revenue from the Debtor's operation. It is anticipated both the income and expenses will remain relatively constant through the life of the Plan. A full-text copy of the Plan of Reorganization dated March 5, 2024 is available at https://urlcurt.com/u?l=72NWyk from PacerMonitor.com at no charge. Attorney for the Debtor: Jennifer L. Neeleman, Esq. NEELEMAN LAW GROUP, P.C. 1403 8th Street Marysville, WA 98270 Neeleman Law Group, P.C. Telephone: (425) 212-4800 Facsimile: (425) 212-4802 About Solaris Marketing NW Solaris Marketing NW, LLC d/b/a Solaris Attachments offers construction equipment attachments and parts, including machining and manufacturing services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-12368) on Dec. 6, 2023. In the petition signed by Dariush Shafagh, owner, the Debtor disclosed $30,218 in assets and $1,301,989 in liabilities. Judge Timothy W. Dore oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, PC, represents the Debtor as legal counsel. SPIRIT AIRLINES: Terminates Merger Agreement With JetBlue --------------------------------------------------------- Spirit Airlines, Inc. announced that its merger agreement with JetBlue Airways Corporation has been terminated by mutual agreement. "After discussing our options with our advisors and JetBlue, we concluded that current regulatory obstacles will not permit us to close this transaction in a timely fashion under the merger agreement," said Ted Christie, Spirit's President and Chief Executive Officer. "We are disappointed we cannot move forward with a deal that would save hundreds of millions for consumers and create a real challenger to the dominant "Big 4" U.S. airlines. However, we remain confident in our future as a successful independent airline. We wish the JetBlue team well." Christie continued, "Throughout the transaction process, given the regulatory uncertainty, we have always considered the possibility of continuing to operate as a standalone business and have been evaluating and implementing several initiatives that will enable us to bolster profitability and elevate the Guest experience. As we go forward, I am certain our fantastic Spirit team will continue delivering affordable fares and great experiences to our Guests." Spirit is confident in its strengths and is focused on returning to profitability. The Company has been taking, and will continue to take, prudent steps to ensure the strength of its balance sheet and ongoing operations, including assessing options to refinance upcoming debt maturities. In that regard, Spirit has retained Perella Weinberg & Partners L.P. and Davis Polk & Wardwell LLP as advisors. As part of the termination, JetBlue will pay Spirit $69 million. While the merger agreement was in effect, Spirit stockholders received approximately $425 million in total prepayments. About Spirit Airlines Spirit Airlines Inc. is a major United States ultra-low cost airline headquartered in Miramar, Florida, in the Miami metropolitan area. In September 2023, Fitch Ratings has revised the Rating Outlook for Spirit Airlines to Negative from Stable and affirmed Spirit's Long-term Issuer Default Rating at 'B+'. Fitch has also affirmed Spirit IP Cayman Ltd.'s and Spirit Loyalty Cayman Ltd.'s senior secured debt at 'BB+'/'RR1'. Also in September 2023, Egan-Jones Ratings Company maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Spirit Airlines Meanwhile, Moody's Investors Service downgraded its corporate family rating of Spirit Airlines to Caa1 from B2. STATEN ISLAND JEWISH: Plan Exclusivity Period Extended to May 16 ---------------------------------------------------------------- Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York extended Staten Island Jewish Heritage Network Inc.'s exclusive period to file a plan of reorganization and disclosure statement to May 16, 2024. The Debtor explained that it is not seeking extensions to artificially delay the conclusion of this chapter 11 case or to hold creditors hostage to an unsatisfactory plan proposal. The Debtor claimed that it needs time to reorganize its business operations, to reach an agreement with the creditors, to obtain Court approval for the settlement of terms and to file a plan of reorganization and disclosure statement, offering treatment to creditors of the estate. Staten Island Jewish Heritage Network Inc. is represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue., Suite 202 Brooklyn, NY 11235 Telephone: (718) 513-3145 Email: alla@kachanlaw.com About Staten Island Jewish Heritage Network Staten Island Jewish Heritage Network Inc. owns real property located at 3495 Richmond Rd, Staten Island NY valued at $1.7 million. Staten Island Jewish Heritage Network Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-42581) on July 21, 2023. The petition was signed by Steven Uzhansky as president. At the time of filing, the Debtor estimated $1,700,088 in assets and $2,902,436 in liabilities. Judge Elizabeth S. Stong presides over the case. Alla Kachan, Esq., at LAW OFFICES OF ALLA KACHAN, P.C., is the Debtor's counsel. STATION CASINOS: Moody's Rates New $750MM Sr. Unsecured Notes 'B3' ------------------------------------------------------------------ Moody's Ratings assigned a B3 rating to Station Casinos LLC's proposed $750 million senior unsecured notes. All existing ratings of Station Casinos remain unchanged, including the company's B1 Corporate Family Rating and B1-PD Probability of Default Rating. The company's Speculative Grade Liquidity rating remains unchanged at SGL-2, and the outlook remains stable. Station Casinos will use the net proceeds from the proposed unsecured notes, together with borrowings under the company's new proposed revolving credit facility and net proceeds from the company's new proposed term loan B (proposed revolving credit facility and proposed term loan B were recently rated Ba2) to pay down the existing term loan A due 2025, refinance the existing term loan B1 due 2027, and pay related fees and expenses. RATINGS RATIONALE Station Casinos LLC's (B1 stable) credit profile reflects the historically stable operating results, limited supply growth in the Las Vegas locals market and solid margins. Positive free cash flow before growth capex and good liquidity further support the credit profile. Moody's expects gross debt to adjusted EBITDA leverage to come down from peak levels, as the company has completed and opened its Durango property, which will ramp up in the next few quarters. Station continues to see strong operating results and improved EBITDA margins as compared to pre-pandemic levels. Key challenges are the company's geographic concentration and vulnerability to changes in the economic environment given the highly discretionary nature of consumer spending on casino gaming. The stable outlook considers the solid operating performance of the company's business as compared to pre-pandemic levels, and Moody's expectation for sustained performance with potential for some margin deterioration. The stable outlook also incorporates the company's good liquidity and the expectation for leverage to decline from current levels following the December 2023 opening of its new Durango property. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Ratings could be upgraded if the company generates consistent positive free cash flow, continues to grow revenue, and maintain debt-to-EBITDA below 4.0x. Ratings could be downgraded if EBITDA margin declines from factors such as volume pressures or higher operating costs, liquidity deteriorates, or the company is unable to sustain debt-to-EBITDA below 5.25x. The principal methodology used in this rating was Gaming published in June 2021. Station Casinos LLC owns and operates 6 major hotel/casino properties (7 when Durango opens) and ten smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area. Station's net revenue for the LTM period ended December 31, 2023 was $1.7 billion. Station Casinos LLC is owned by Red Rock Resorts, Inc., a publicly traded holding company whose principal asset is Station. The Fertitta family controls approximately 90% of the voting rights in Red Rock Resorts, Inc STUDIOKAZA MOBILI: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized Studiokaza Mobili, LLC to use cash collateral on a final basis, in accordance with the budget, with a 10% variance, through March 27, 2024. As previously reported by the Troubled Company Reporter, the creditors that may claim to have a secured interest in the cash collateral including: Fox Capital Group, Inc., LG Funding, LLC, Epic Advance, LLC, Star Capital, LLC, Oakwood Business Funding, LLC, CFG Merchant Solutions, LLC, Seabrook Funding. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=cNLMCb from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $22,908 for Week 1; $35,705 for Week 2; $16,708 for Week 3; and $91,180 for Week 4. About StudioKaza Mobili, LLC StudioKaza Mobili, LLC offers exclusive and luxury furniture, high-end furnishings, custom-made woodworking, marbles and granites, residential automation, and unique-designed accessories from global partners. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20746) on December 27, 2023. In the petition signed by Marco Andrade, authorized representative, operations vice president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. Morgan Edelboim, Esq., at Edelboim Lieberman Revah PLLC, represents the Debtor as legal counsel. SUNPOWER CORP: Board OKs Discretionary Cash Bonuses to Execs ------------------------------------------------------------ SunPower Corporation 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 discretionary cash bonus payments to certain of the Company's executive officers in recognition of their contributions to the Company and joining the Company's Office of the Chairman. Pursuant to letters delivered to each of the Officers on February 28, 2024, the Officers will each receive two cash payments, in March 2024 and January 2025. Elizabeth Eby, Executive Vice President, Chief Financial Officer, and Principal Accounting Officer, will receive $61,000 in both March 2024 and January 2025. Eileen Evans, Executive Vice President, Chief Legal Officer, and Secretary, will receive $52,000 in both March 2024 and January 2025. Similarly, Jennifer Johnston, Executive Vice President and Chief Operating Officer, will receive $50,000 in March 2024. On March 3, 2024, the Compensation Committee of the Board approved a discretionary one-time cash bonus payment to another of the Company's executive officers in recognition of her contributions to the Company. Pursuant to a letter delivered to such officer on March 3, 2024, she will receive a one-time cash payment in March 2024. About SunPower Headquartered in Richmond, California, SunPower (NASDAQ: SPWR) -- https://www.sunpower.com/ -- is a residential solar, storage and energy services provider in North America. SunPower offers solar + storage solutions that give customers control over electricity consumption and resiliency during power outages while providing cost savings to homeowners. SunPower Corporation said in its Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended October 1, 2023, that there is substantial doubt exists about its ability to continue as a going concern. According to the Company, for the three and nine months ended October 1, 2023, it had recurring operating losses and, as of October 1, it breached a financial covenant and a reporting covenant of its Credit Agreement, dated as of September 12, 2022. The breaches created events of default thereunder, which enables the requisite lenders under the Credit Agreement to demand immediate payment or exercise other remedies. Such events raise substantial doubt about the Company's ability to continue as a going concern. TICOAT INC: Seeks $150,000 DIP Loan ----------------------------------- TiCoat, Inc. asks the U.S. Bankruptcy Court for the District of Connecticut, Hartford Division, for authority to obtain secured, superpriority post-petition financing. To address its immediate need for financing and subject to Court approval, the Debtor intends to enter into the DIP Facility, as well as a Promissory Note and PostPetition Loan and Security Agreement with Phillip D. Ameen and Saddle Ridge Partners LP. The DIP Facility will provide up to $150,000 in debtor-in-possession financing, cumulative of prior debtor-in-possession financing, to be spent in accordance with the Budget. Previously, the Court approved debtor-in-possession financing in the amount of $50,000. The Debtor and the DIP Lenders agreed to roll-up the First DIP Loan into the DIP Facility. The presently due and outstanding balance under the First DIP loan is $40,546 as of March 1, 2024. The DIP facility is due and payable on the earlier of (a) the Effective Date of a plan of reorganization or (b) January 31, 2025. TiCoat purchased a cleaning product from Japanese company TIO Systems and sought a license to manufacture and sell it in the USA. However, they identified technology deficiencies and sought alternative methods. In March 2021, TiCoat received an investment loan from Jayme Stevenson to test TIO Systems' formulations. In June, Thomas Crotty loaned $500,000 to build a factory and purchase equipment for manufacturing the product. In August, TiCoat collaborated with chemist Michael Levandoski to manufacture the Japanese product formula. In January 2022, TiCoat completed the factory construction. However, in November 2021, TiCoat's operating funds were depleted, and CEO Todd Hodrinsky took over. Hodrinsky implemented a cash preservation plan and sought additional investment. When the Debtor realized its business could not continue to operate without additional investment, it sought to reorganize its financial affairs through Chapter 11. As set forth in the Budget, the estate and its creditors will be enhanced by the DIP Loan, as it will permit the Debtor to operate in the ordinary course of business. Accordingly, the Debtor asks the Court to grant the DIP Lenders a superpriority administrative claim in accordance with 11 U.S.C. section 364(d)(1) to protect its interest, subject only to (a) the amounts payable pursuant to 28 U.S.C. section 1930(a)(6) and any fees payable to the Clerk of the Court, if applicable; (b) the liens for taxes owed to governmental entities, including sales and withholding taxes to the extent such liens have priority over the liens and Replacement Liens of the Secured Creditors under applicable non-bankruptcy law; (c) the allowed administrative claims of Green & Sklarz LLC as counsel for the Debtors, and other professionals retained by the Debtors in the Chapter 11 cases pursuant to 11 U.S.C. section 327, accrued after February 15, 2024 -- other than any claims of Russell Gary Small, Esq. or his law firm -- up to the total amount of $20,000; (d) the allowed administrative claims of the Trustee, up to the total amount of $10,000; and (e) amounts due and owing to the Debtor's employees for post-petition wages, accrued during all cash collateral periods not to exceed the priority amount of said claims pursuant to 11 U.S.C. section 507(a)(4). The Debtor proposes that a final hearing on the Motion should be held on March 27, 2024. A copy of the motion is available at https://urlcurt.com/u?l=8dKtHE from PacerMonitor.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. TIFFANY HOLDING: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Tiffany Holding LLC and affiliates to use cash collateral, on an interim basis, in accordance with the budget. As previously reported by the Troubled Company Reporter, DOF NPL III LLC holds a judgment of foreclosure and sale against the Debtors' Anne Property and Tiffany Property in the current amount of $3.988 million, and against the Leah Property in the amount of $3.7 million. The Debtors estimate that the value of the Tiffany Property is$1.550 million, the value of the Anne Property is $1.875 million and the value of the Leah Property is $3.775 million. New York City lien claims are: Tiffany $65,573, Anne $41,682 and Leah $56,269. General unsecured claims are: Tiffany $12,508, Anne $299,867 and Leah $490,915. The court said authorized to use the rents generated by their respective properties solely for the purposes of protecting and preserving such Properties as set forth in the Application, and for the purpose of paying adequate protection payments to DOF NPL III LLC, provided, that the Debtor will also be entitled to disburse such additional amounts as may be necessary to pay the actual amounts incurred per vendor invoice, subject to the Debtor alerting the Mortgagee of any such expense that exceeds $500 from any one vendor which may only be paid with the consent of the Mortgagee, and any additional amounts as may be required to pay fees incurred under 28 U.S.C. Section 1930 in full and any applicable interest thereon. The Debtors will pay monthly debt service at the non-default contract rate as set forth in Application. As additional adequate protection of the Mortgagee's interests in the Properties, the Debtors shall (a) use cash collateral only in the ordinary course of business to preserve and protect the Properties, (b) maintain records regarding the use of cash collateral, (c) furnish the Mortgagee with monthly operating reports required by the United States Trustee, and (d) provide the Mortgagee with a replacement lien on the Debtor’s real property and cash receipts to the extent of any erosion of the Mortgagee’s cash collateral because of the Debtor's use of the rents, subject only to (i) a $5,000 carve out for Chapter 7 administration expenses to the extent necessary and (ii) a carve out for fees incurred under 28 U.S.C. Section 1930 in full and any applicable interest thereon. A final hearing on the matter is set for April 4, 2024 at 9 a.m. A copy of the order is available at https://urlcurt.com/u?l=OuvTsA from PacerMonitor.com. About Tiffany Holding LLC Tiffany Holding LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-10110) on January 25, 2024. In the petition signed by Emmanuel Ku, managing member, the Debtor disclosed $1,562,013 in total assets and $1,298,440 in total liabilities. Judge John P Mastando III oversees the case. Mark Frankel, Esq., at BACKENROTH FRANKEL & KRINSKY, LLP, represents the Debtor as legal counsel. TJC SPARTECH: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative ------------------------------------------------------------------- Moody's Ratings downgraded TJC Spartech Acquisition Corp.'s corporate family to Caa1 from B3, probability of default rating to Caa1-PD from B3-PD, and backed senior secured first lien bank credit facilities to Caa1 from B3. The outlook has been changed to negative from stable. "Spartech's credit metrics have deteriorated more than anticipated due to weakening demand across its portfolio, where there is material exposure to cyclical and discretionary consumer end markets," said Scott Manduca, Vice President at Moody's. Uncertainty of volume recovery for Spartech is high due to its exposure to cyclical and discretionary end markets. In addition, higher for longer interest rates, in conjunction with Spartech's downturn in EBITDA, continue to negatively impact cash flow generation and interest coverage. Furthermore, funds from operations has turned negative in 2023 and is expected to remain challenged in 2024. The downgrade also reflects governance considerations, including an aggressive financial policy. The negative outlook reflects Moody's expectation of continued negative funds from operations through 2024, an increased reliance on the company's revolving credit facility, and weak credit metrics. RATINGS RATIONALE Spartech's Caa1 CFR reflects the company's weak credit quality, including high leverage, weak interest coverage, and negative funds from operations. A lack of demand in the volatile, discretionary, and cyclical end markets the company serves has negatively affected EBITDA and cash flow generation. It is necessary for Spartech to invest in R&D to differentiate its product offering and create high switching costs for customers that ultimately translate into more stable revenue. Material improvement in end market volumes and demand, which is unlikely in the near term, along with cost cutting initiatives, are necessary to enhance EBITDA, credit metrics, and cash flow. Execution risk is raised to lower costs, and market fundamentals are out of the company's control. Furthermore, Spartech has a small revenue base (scale) and competes against larger players in markets served. Spartech has weak liquidity. Moody's forecast negative free cash flow in 2024 and up to $10 million in borrowings under its revolver. Revolver size and covenant tightness are concerns without an improvement in operating cash flow and credit metrics. Spartech does have some runway to improve credit quality before the 2026 expiration of its revolving credit facility, while its 2028 term loan maturity is several years away, but will be heavily influenced by market improvement conditions. ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS Moody's changed Spartech's governance risk score to G-5 from G-4 and its credit impact score to CIS-5 from CIS-4. The change in the governance risk and credit impact scores reflect very aggressive financial policies. Spartech has a highly leveraged floating rate capital structure and material exposure to discretionary and cyclical end markets, which amplifies the company's exposure to higher interest rates and negative market trends. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A downgrade may occur if liquidity deteriorates or the company fails to improve operational and financial metrics. Specifically, Moody's could downgrade the rating if EBITDA-to-interest is sustained below 1.0x, or the likelihood of a debt restructuring increases. An upgrade would require a sustainable improvement in credit metrics, including debt-to-EBITDA (Moody's adjusted) below 7.0x and positive free cash flow-to-debt. Headquartered in Maryland Heights, MO, Spartech converts base polymers or resins into extruded plastic sheet, rollstock, thermoformed packaging, specialty film laminates, and cast acrylic. Revenue for the last twelve months ended September 30, 2023 was $416 million. Spartech was carved out of chemical producer, Polyone, and is a portfolio company of The Jordan Company, L.P. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. TNRE 6 LLC: Moody's Lowers Rating on 2022 Lease Bonds to Ba3 ------------------------------------------------------------ Moody's Ratings has downgraded the Federal Lease Revenue Bonds of TNRE 6 LLC (DHS Redding Project), Federally Taxable Series 2022, to Ba3 from Ba1, as a result of evolving lease renewal risk posed by the federal government's effort to reduce its overall real estate footprint and weakness in the US office and real estate market. The outlook has been revised to negative at the new rating level. The rating and outlook were put on review for possible downgrade on February 16. RATING RATIONALE The Ba3 is consistent with adverse trends in federal leasing policy and weakness in the US office and real estate market, which will weigh on the likelihood the federal government will renew the underlying lease on a sub-field office of the Immigration and Customs Enforcement (ICE) unit of the Department of Homeland Security (DHS) in Redding, California. The facility's specialized features would be costly to replicate at a comparable facility in the region, and the comparatively low telework capacity associated with DHS and ICE functions is also positive. At the same time, DHS Redding's small scale and remote location could increase the probability that DHS will decide a regional presence is unnecessary. The obligor has so far failed to realize its plan to amend the lease so rent is assessed for the entire building, rather than the current 92%. Lease renewal remains very likely, but will evolve based on ICE's national mission, actual lease renewal efforts, and other facility-specific developments. Before the December 2027 lease expiration, the credit will benefit from the very strong payment capacity of the government of the United States (Aaa, negative). Timely lease renewal at a similar shell rent is necessary for full repayment, given the large amount of principal that will be outstanding at lease expiration. Absent lease renewal, recovery for bondholders will be minimal. Substantial interest rate increases since the bonds were issued in 2022 could increase future refinancing risks for the balloon payment due at maturity. RATING OUTLOOK The negative outlook is consistent with non-renewal risk that will rise in coming months if the federal government considers downsizing its leased footprint in response to factors such as low office utilization. An increasing focus on federal agencies' real estate will favor non-renewal decisions in the cases involving smaller facilities with no clear geographic nexus to core objectives. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Reduction in debt levels or final bullet payment that reduces overall leverage and refinancing risk -- Strong indications that the lease with the GSA will be renewed with terms that enable timely payment of debt service -- A large, measurable increase in the market value of the project that would provide high bondholder recovery in the event that the lease is not renewed FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Reduced probability of lease renewal based on indications from the government, or other considerations such as deterioration of asset condition, weakened lessor-lessee relationship, or changing federal laws or policy -- Material credit weakening of the United States -- Increasing project leverage -- Interruption or delay in monthly lease payments, or reduction in payments to offset non-performance of services by the developer -- Nonperformance of obligations under the lease by the borrower LEGAL SECURITY Interest payments on the bonds are made from lease payments to the borrower/lessor, TNRE 6 LLC, from the GSA. The bonds also are secured by a debt service reserve fund funded at $34,200. Payment of the bond principal will likely be derived through a refinancing, which would occur in connection with the renewal of the federal lease, before the bonds' principal payment. Payments are assigned directly to the trustee to provide for debt service before other expenses, except for administrative expenses. The bonds are secured by a deed of trust and security agreement to the bond trustee, covering the property as well as interests in insurance proceeds, pledged revenue and other rights. PROFILE TNRE 6 is an affiliate of True North Companies LLC, a real estate investment and advisory firm in Scottsdale, Arizona, specializing in the acquisition of properties leased to the US government. The borrower is a single-purpose entity limited to owning and leasing the DHS facility in Redding, California. It is wholly owned by the Donahue Trust, which is controlled by Tom Donahue, who has been involved with numerous federal lease transactions arranged by Net Lease Capital Advisors. Mr. Donahue is the President, Chairman and CEO of True North Companies. True North has been an acquirer, advisor or manager in real estate transactions worth more than $3 billion, according to its web site. The California Municipal Finance Authority was formed by a Joint Exercise of Powers Agreement in 2004 among certain California cities, counties and special districts, as debt-issuing conduit entity. The Department of Homeland Security (DHS) is a cabinet-level federal agency established by the Homeland Security Act of 2002. The DHS's public security mandate covers antiterrorism, border security, cybersecurity, and disaster recovery efforts. It is the third-largest US government department by number of employees (260,000) after the Department of Defense and the Department of Veterans Affairs. The United States has the world's largest economy and is the center of global trade and finance, with a gross domestic product of $27.4 trillion in 2023. Its population of 336 million is third largest in the world. METHODOLOGY The principal methodology used in this rating was Lease, Appropriation, Moral Obligation and Comparable Debt of US Special Purpose Districts Methodology published in November 2022. TRINSEO PLC: SVP Yang Arthas Bing Holds 25,752 Ordinary Shares -------------------------------------------------------------- Yang Arthas Bing, SVP of Trinseo PLC, filed a Form 3 Report with the U.S. Securities and Exchange Commission disclosing direct beneficial ownership of 25,752 shares of the company's Ordinary Shares as of March 1, 2024. This represents 2,254 ordinary shares issuable pursuant to RSU awards which will vest on February 22, 2026, and 23,498 ordinary shares issuable pursuant to RSU awards which will vest in three equal annual installments beginning on February 21, 2025. Additionally, Bing holds options to purchase 2,142 ordinary shares with an exercise price of $24.08, which are exercisable beginning on February 22, 2024, and expiring on February 22, 2032. The option vests in three equal annual installments beginning on February 22, 2024. A full-text copy of the Report is available at https://tinyurl.com/yduvve7d About Trinseo Trinseo (NYSE: TSE) (www.trinseo.com), a specialty material solutions provider, partners with companies to bring ideas to life in an imaginative, smart and sustainably focused manner by combining its premier expertise, forward-looking innovations and best-in-class materials to unlock value for companies and consumers. From design to manufacturing, Trinseo taps into decades of experience in diverse material solutions to address customers' unique challenges in a wide range of industries, including building and construction, consumer goods, medical and mobility. Trinseo reported a net loss of $430.9 million in 2022. * * * As reported by the TCR on May 30, 2023, S&P Global Ratings lowered its issuer credit rating on Trinseo PLC to 'CCC+' from 'B-'. S&P said, "The downgrade reflects that Trinseo has not yet addressed the upcoming maturity of its $661.7 million TLB, which becomes current in September, and that we anticipate weak 2023 earnings." TROIKA MEDIA: Closes Sale of Assets to BTC Converge Buyer --------------------------------------------------------- As previously disclosed, on December 7, 2023, Troika Media Group, Inc. and certain of its subsidiaries filed voluntary petitions under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York. In connection with the Chapter 11 Cases, the Debtors and Blue Torch Finance, LLC agreed to the terms of a form of "stalking horse" asset purchase agreement (the "Stalking Horse Asset Purchase Agreement") under which the Debtors would agree to sell substantially all of the assets of the Company to Blue Torch (or an affiliate thereof). On February 7, 2024, the Court entered an order authorizing the transactions under the Stalking Horse Asset Purchase Agreement. On February 29, 2024, the Company entered into an Asset Purchase Agreement with BTC Converge Buyer LLC, an affiliate of Blue Torch, on substantially the same terms as the Stalking Horse Asset Purchase Agreement, providing for the Asset Sale, whereby BTC agreed to purchase the Purchased Assets for aggregate consideration of not less than $83,849,285.36, consisting of (1) a credit bid equal to (x) an amount up to all outstanding obligations under the DIP Credit Facility but not less than $11,220,000, and (y) the outstanding obligations under the Financing Agreement up to the full amount of the Prepetition Loan Claims, but not less than $72,629,285.36, plus (2) the assumption by BTC of the Assumed Liabilities. On March 1, 2024, the Debtors and BTC consummated the Asset Sale pursuant to the terms of the Asset Purchase Agreement. A full-text copy of the Asset Purchase Agreement is available at https://tinyurl.com/nrzduzbs About Troika Media Group Troika Media Group, Inc., a New York-based company, and its affiliates operate a media advertising professional services company. Troika Media Group's core asset is the business segment run by Converge Direct, LLC, which Troika Media Group acquired in March 2022 for $125 million. Converge is a data-and-audience-centric media buying agency. It differentiates itself from the typical agency model in favor of deeper engagement with its clients and investing in its own lead generating activities. Converge provides complementary services such as advertising strategy and customized advertising campaigns, utilizing its proprietary attribution analytics software tool, Helix. Troika Media Group and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 23-11969) on Dec. 7, 2023. As of Oct. 31, 2023, Troika Media Group had total assets of $86.5 million and total debts of $130.7 million. Judge David S. Jones oversees the cases. The Debtors tapped Willkie Farr & Gallagher, LLP as legal counsel; Jefferies, LLC as investment banker; and Arete Capital Partners, LLC as financial advisor. Kroll Restructuring Administration, LLC is the notice, claims, solicitation and balloting agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by McDermott Will & Emery, LLP. King & Spalding represents the lenders and the agents under the Debtors' prepetition secured credit facility and the lenders and the agents under the Debtors' debtor-in-possession financing facility. TRUIST INSURANCE: Moody's Assigns B3 CFR & Rates New $4BB Loan B2 ----------------------------------------------------------------- Moody's Ratings has assigned a B3 corporate family rating and a B3-PD probability of default rating to Truist Insurance Holdings, LLC (TIH). Moody's has also assigned a B2 rating to a $4 billion seven-year senior secured first-lien term loan and a Caa2 rating to a $1.9 billion eight-year senior secured second-lien term loan being co-issued by TIH and McGriff Insurance Services, LLC (McGriff). These entities also plan to issue $2.1 billion of other first-lien secured debt. Proceeds of these offerings, together with new and rolled equity, will be used to fund the purchase of the remaining 80% stake in TIH by Stone Point Capital, Clayton Dubilier & Rice and additional co-investors from Truist Financial Corporation (NYSE: TFC). The parties expect to complete the purchase in the second quarter of 2024, subject to regulatory approvals and other customary closing conditions. Moody's also assigned a B2 rating to a $1.175 billion five-year senior secured first-lien revolving credit facility being co-issued by TIH and McGriff. The rating outlook for TIH is stable. RATINGS RATIONALE According to Moody's, TIH's ratings reflect its market position as the fifth-largest US insurance broker by revenue with good diversification across wholesale, retail and specialty programs. TIH maintains a leading position in wholesale through CRC Group; a strong retail presence through McGriff; and well established managing general agent/delegated authority underwriting platforms, including AmRisc Group and Starwind. TIH has a record of generating solid organic growth, EBITDA margins and free cash flow. These credit strengths are offset by TIH's large debt burden as well as execution and operational risks associated with its separation from TFC. As TIH centralizes key functions to operate as a standalone company, risks include disruptions to revenue growth and/or operating performance. The company also faces potential liabilities arising from errors and omissions in the delivery of professional services. The assignment of the new ratings takes into account the company's governance as part of Moody's environmental, social and governance considerations. Following the transaction, Moody's estimates that TIH will have a pro forma debt-to-EBITDA ratio around 8x, (EBITDA – capex) interest coverage around 1.5x, and a free-cash-flow-to-debt ratio in the low-to mid-single digits. The rating agency expects TIH to reduce its leverage below 7.5x over the next 12-18 months through organic revenue growth, cost savings and debt reduction. These pro forma metrics reflect Moody's accounting adjustments for operating leases, contingent earnout obligations and certain non-recurring items. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade of TIH's ratings include: (i) debt-to-EBITDA ratio below 6.5x, (ii) (EBITDA - capex) coverage of interest exceeding 2x, (iii) free-cash-flow-to-debt ratio exceeding 5%, and (iv) successful separation from TFC with demonstrated EBITDA margin expansion. Factors that could lead to a downgrade of TIH's ratings include: (i) debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of interest below 1.2x, (iii) free-cash-flow-to-debt ratio below 2%, or (iv) delay/disruption in the separation from TFC. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in February 2024. Headquartered in Charlotte, North Carolina, TIH operates through more than 200 offices across its portfolio of wholesale, retail, specialty and title businesses. TIH reported total revenue of approximately $3.5 billion in 2023. TWO INDEPENDENCE: Moody's Cuts Rating on 2022 Revenue Bonds to Ba2 ------------------------------------------------------------------ Moody's Ratings has downgraded to Ba2 from Baa2 the rating on Two Independence Hana OW, LLC (NASA HQ Project)'s Federal Lease Revenue Bonds (NASA DC HQ), Federally Taxable Series 2022, issued by the Public Finance Authority (WI). The outlook is negative. This action affects $275 million in outstanding debt and resolves Moody's placement of the rating under review on February 16, 2024. The downgrade to Ba2 reflects Moody's downward revision to its view of the likelihood the US government would renew the lease on its NASA headquarters office building at expiration in 2028 that would enable successful refinancing of the large amount of principal remaining at that time. RATINGS RATIONALE The downgrade to Ba2 reflects Moody's revised estimate of the likelihood that the US government (Aaa negative), acting through the General Services Administration (GSA) would renew its lease in the current National Aeronautics and Space Administration (NASA) headquarters office building upon lease expiration in 2028 at terms that would enable a full refinancing of the large amount of debt remaining at that time. Moody's consider it very likely the government will renew the lease given the facility's favorable location near the Capitol and high security features. However, low facility utilization partly due to high levels of telework for NASA headquarters employees, as well as recent GSA efforts to reduce leased office space particularly in the Washington DC (Aaa negative) metropolitan area, weigh negatively on the likelihood of satisfactory lease renewal. Absent lease renewal, recovery for bondholders would be limited. Principal remaining at lease expiration of $275 million is approximately 14x annual shell rent, which is very high. While the facility could find demand for reuse given its quality and location, it would be challenging to find a new tenant or owner within a reasonable timeframe to refinance and fully support the high amount of debt outstanding, especially given the high amount of available office space in the metropolitan area. That said, the four years remaining on the lease and relatively proactive GSA practices to alert the lessor and signal renewal intentions could allow some time for a more favorable interest rate environment that would increase chances of a successful refinancing and some time to relet the space in the event of a lease downsizing. Like most federal lease transactions with renewal risk, this project benefits from a satisfactory legal and cash flow structure, which includes a strong US federal government tenant through August 2028, a mortgage lien on the facility and the assignment and direct payment of all lease payments to the trustee, that reduces bondholders' exposure to operating risk of the borrower and property manager, as well as a small debt service reserve fund. RATING OUTLOOK The negative outlook reflects persistent telework trends for NASA office employees as well as increasing vacancy rates and stagnant asking rents for office buildings in Washington DC that weigh on the likelihood of lease renewal and building reuse value. Moody's anticipates additional information on the GSA's, and NASA's, intentions for lease renewal over the next year or two as the prospectus-level lease requires Congressional reauthorization as it approaches expiration in 2028. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Strong indications that the lease with the GSA will be renewed with terms that enable all bond payments to be serviced with revenue from leases currently in force -- Reduction in debt levels or final bullet payment that reduces overall leverage and refinancing risk -- Evidence of a robust private sector tenant/owner market for this property that supports sufficient market value to provide meaningful bondholder recovery in the event the federal lease is not renewed FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Increased risk of non-renewal of the lease due to notification of lease downsizing or tenant vacancies, continued high telework rates for NASA headquarters employees, continued increase in available office space with similar specifications in the area, deterioration in asset condition, weakened lessor/lessee relationship and/or change in federal policies -- Increased leverage on the project -- Material credit weakening of the United States -- Interruption or delay in monthly lease payments -- Nonperformance of its obligations under the lease by the borrower LEGAL SECURITY Interest on the bonds is paid from monthly lease rental payments from the GSA, which the borrower Two Independence Hana OW, LLC has assigned to the trustee. Total rent is pledged to the bonds and paid directly to the trustee monthly, funding monthly set-asides for interest payments as well as certain administrative and operating expenses, before being remitted to the borrower. The bonds are also secured by a mortgage lien on the leased facility and a debt service reserve fund funded at 1/12th annual interest. All security interests in the property, and rights to the leases, rents and property management agreements have been assigned to the trustee. Principal is intended to be repaid with proceeds of a bond refinancing prior to maturity. PROFILE The Public Finance Authority, a governmental entity established under Wisconsin State Statute, is acting as the conduit issuer. The borrower and lessor is Two Independence Hana OW, LLC (NASA HQ Project), a Delaware Limited Liability Company that is a single-asset, bankruptcy-remote, special purpose entity created for the sole purpose of owning and leasing the property as well as issuing and securing the bonds. The ultimate owners and parent companies are Hana Financial Group Inc., a Korean public company that has owned the property since 2017, and Ocean West Capital Partners, a California corporation that also serves as the property manager. The property is located at 300 E St. SW, Washington DC and serves as the national headquarters of NASA. The United States has the world's largest economy and is the center of global trade and finance, with a gross domestic product of $28 trillion in 2023. Its population of 335 million is third-largest. The United States General Services Administration (GSA) pays rent to the lessor on behalf of the primary occupant of the facility, the National Aeronautics and Space Administration (NASA) with its headquarters located at the property in southwest Washington DC. The NASA headquarters lease is among the largest GSA leases by rent and square footage. Founded in 1958, NASA is the largest independent agency of the executive branch of the US Federal Government and is responsible for science and technology related to air and space. METHODOLOGY The principal methodology used in this rating was Lease, Appropriation, Moral Obligation and Comparable Debt of US Special Purpose Districts Methodology published in November 2022. UA LEASING: Unsecureds Will Get 1% of Claims over 5 Years --------------------------------------------------------- UA Leasing, LLC and Alynevych, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Illinois a Small Business Plan of Reorganization dated March 5, 2024. UA Leasing was started in 2019 as an asset holding company for all of the trucks and trailers used in connection with the Alynevych Inc. operating trucking company. Both companies are owned and operated by Ulyana Lynevych in Wood Dale, Illinois. At the time, Alynevych also financed its trucks and leases. It was intended that once the trucks and trailers were paid in full, title to the vehicles would be held by UA Leasing. UA Leasing intends to retain only a portion of its trucking fleet which consist of the high operational trucks. This will allow for improved profitability to allow for payments under the Plan to be timely made. Additionally, UA Leasing hopes to contract with owner-operator trucks to fulfill supply needs to the extent it is required to return more collateral. UA Leasing's trucks and trailers will be driven by Alynevych drivers, and UA Leasing's income shall be derived solely from Alynevych, which shall be in an amount sufficient to satisfy the Plan payments. The Plan provides that all administrative creditors will be paid in full on the Effective Date of the Plan (which is 30 days after the Order confirming the Plan is a final Order) unless otherwise agreed. Priority tax claims will receive 100% of their allowed claims over the period of the Plan term (5 years). Secured Creditors will be paid 100% of their secured claims under Class 1 of the Plan. Class 2 general unsecured creditors will receive a pro rata share of the Unsecured Creditor Payment over a period of 5 years, which shall equal approximately 1% distribution on their claims. Class 3 Claims of Equity Holders will not receive a distribution unless all other classes of creditors receive payment in full. Class 2 consists of Allowed Unsecured Claims. Holders of allowed unsecured claims shall receive a pro rata share of the Unsecured Creditor Payments on an annual basis for a period of 5 years beginning on the 1st anniversary of the Effective Date of the Plan, and continuing yearly for another 4 years. The Unsecured Creditor Payments shall equal $20,000 in the aggregate and each yearly payment shall be $4,000 for 5 payments. Based upon the unsecured claims (which includes deficiency claims of secured creditors), the estimated distribution to unsecured creditors is 1%. Equity security holders shall retain their interests in the Debtor. In addition, the principal of the Debtor will be entitled to a salary for her work on behalf of the Debtor. The Debtor's financial projections show that the Debtor will have cumulative projected disposable income sufficient to pay the required payments under the Plan. UA Leasing's trucks and trailers will be driven by Alynevych drivers, and UA Leasing's income shall be derived solely from Alynevych, which shall be in an amount sufficient to satisfy the Plan payments. The Plan is a 5-year plan. The final Plan payment will be in approximately 2028. A full-text copy of the Plan of Reorganization dated March 5, 2024 is available at https://urlcurt.com/u?l=0g3StW from PacerMonitor.com at no charge. Counsel to the Debtors: Miriam R. Stein Granek, Esq. Gutnicki LLP 4711 Golf Road, Suite 200 Skokie, IL 60076 Telephone: (847) 745-6592 Email: mgranek@gutnicki.com David Freydin, Esq. LAW OFFICES OF DAVID FREYDIN PC 8707 Skokie Blvd, Suite 312 Skokie, IL 60077 Tel: (847) 972-6157 Fax: (866) 897-7577 Email: david.freydin@freydinlaw.com About UA Leasing UA Leasing, LLC, a company in Wood Dale, Ill., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-17234) on Dec. 25, 2023. Alynevych Inc., UA Leasing's affiliate, filed its voluntary petition under Sub Chapter V of Chapter 11 of the Bankruptcy Code on Jan. 8, 2024. The cases are jointly administered under Case No. 23-17234. At the time of the filing, UA Leasing disclosed $3,940,000 in assets and $5,468,149 in liabilities while Alynevych disclosed $1 million to $10 million in both assets and liabilities. Judge Timothy A. Barnes oversees the cases. The Debtors tapped David Freydin, Esq., at the Law Offices of David Freydin and Miriam R. Stein Granek, Esq., at Gutnicki LLP as bankruptcy counsel. UNITED RENTALS: Moody's Affirms Ba1 CFR & Rates New $1BB Notes Ba2 ------------------------------------------------------------------ Moody's Ratings affirmed United Rentals (North America), Inc.'s (URNA) Ba1 corporate family rating, Ba1-PD probability of default rating, Baa3 backed senior secured first lien rating, Ba1 backed senior secured second lien rating, and Ba2 backed senior unsecured rating. Concurrently, Moody's assigned a Ba2 rating to URNA's planned $1.1 billion 10-year backed senior unsecured notes. URNA's parent, United Rentals, Inc. and URNA's domestic subsidiaries will guarantee the notes. The outlook is stable. URNA's speculative grade liquidity rating remains unchanged at SGL-1. URNA plans to use the proceeds from the notes to acquire Yak Access, LLC, a specialty mat rental company. The affirmation of the ratings reflects Moody's expectation that although the acquisition will be funded with debt, the transaction will have a limited effect on financial leverage. Further, the Yak Access, LLC acquisition will broaden URNA's specialty equipment offerings and provide URNA cross-selling opportunities on numerous project sites, most notably those servicing the utility grid and midstream oil and gas markets. RATINGS RATIONALE URNA's Ba1 CFR reflects the company's considerable scale from its position as North America's largest equipment rental company. The rating also reflects the company's broad array of equipment offerings, solid end market and customer diversification, low financial leverage and consistent profits. Moody's views the company's publicly stated leverage target of 1.5-2.5 times as an important part of a conservative financial policy. However, share buybacks and dividends will increase in 2024 and Moody's expects URNA to remain acquisitive. Acquisitions will increase scale and expand product offerings to better meet customers' needs. Despite having to make a large amount of equipment purchases, URNA must also regularly dispose of its used fleet, even in weak market conditions. Used equipment pricing continues to hold up well, but pricing in the secondary market for used equipment is likely to decline over time. The stable outlook reflects Moody's view that URNA will have 3% topline growth as the economy continues to improve, and that URNA will maintain debt-to-EBITDA below 2.0 times over the next 12-18 months. URNA's EBITDA margin of nearly 50% is expected to remain flat in 2024 as rental market rates stabilize following several years of increases in a competitive market, while URNA focuses on cost-containment. The SGL-1 speculative grade liquidity rating reflects URNA's very good liquidity. Liquidity is supported by about $3.0 billion of pro forma availability under a $4.3 billion ABL facility that matures in 2027. URNA also has cash of about $363 million and Moody's expects free cash flow of over $1.5 billion in 2024. Free cash flow includes the proceeds from equipment sales. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if URNA attains a capital structure that allows for maximum financial flexibility. In addition, debt-to-EBITDA would be expected to be sustained around 2 times and FFO-to-debt maintained around 40%. Moody's would also expect the company to maintain strong liquidity to manage through industry cycles. The ratings could be downgraded if debt-to-EBITDA is approaches 3 times, FFO-to-debt declines below 25%, or if liquidity weakens. In addition, the ratings could be downgraded if there is a loss of market share during an expanding market, if the company chooses not to reduce leverage promptly following debt funded acquisitions or liquidity weakens. The principal methodology used in these ratings was Equipment and Transportation Rental published in February 2022. United Rentals (North America), Inc., headquartered in Stamford, CT, is the largest North American equipment rental company with a rental fleet of approximately 995,000 units. The company's rental equipment is valued at approximately $20.7 billion (at original equipment cost). The company operates through 1,584 rental locations across North America (and 38 branches in Europe and 42 in Australia/New Zealand). The company has two reportable segments: General Rentals and Specialty (formerly Trench, Power and Fluid Solutions). While the primary source of revenue is from renting equipment, the company also sells new and used equipment and related parts and services. VIAVI SOLUTIONS: Moody's Puts 'Ba2' CFR on Review for Downgrade --------------------------------------------------------------- Moody's Ratings placed Viavi Solutions Inc.'s ratings, including the Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and the Ba2 senior unsecured rating, on review for downgrade following the company's announced bid to acquire Spirent Communications plc in an all-cash transaction. Viavi has agreed to acquire Spirent via a scheme of arrangement under the UK Companies Act for a per share price of 172.5 pence cash per share and a special closing dividend of 2.5 pence per share for a total per share consideration of 175 pence, or about $2.22. The total consideration is GBP1.0 billion, or about $1.3 billion, excluding transaction costs. The acquisition, which is expected to close during the second half of calendar 2024, will be funded with a combination of committed bank debt, convertible notes, and Viavi cash. Wells Fargo will provide $900 million of committed bank debt financing, which includes an $800 million 7 year term loan and a $100 million 5 year revolver undrawn. Silver Lake Partners will provide $400 million of 7.5 year 4.0%/4.5% convertible PIK toggle notes. Also, Ken Hao, Chairman of Silver Lake Partners, will join Viavi's board of directors following closing. The acquisition is not subject to any financing conditions. The acquisition requires approval from Spirent's shareholders and from regulatory bodies, including those in the US, UK, Germany, and France. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The acquisition will diversify Viavi's revenue base and expand the service available market enhancing the company's overall scale. Spirent will provide Viavi, whose test products are largely used in development of networking equipment and in monitoring of fiber optic networks, with a product portfolio of positioning, navigating, and timing equipment and software. This will expand Viavi into applications like testing equipment used in the development of advanced driver assistance systems (ADAS), satellite global positioning, and other positioning applications. This will be a highly leveraging acquisition for Viavi, with proforma debt to EBITDA increasing to around 10x (proforma combined, twelve months ended December 30, 2023, Moody's adjusted, excluding anticipated cost synergies) (about 7.5x debt to EBITDA when including the $75 million of annual cost synergies). This is a substantial increase in financial leverage from the current level of 5.9x debt to EBITDA (Viavi standalone, twelve months ended December 30, 2023, Moody's adjusted). Viavi anticipates capturing $75 million annual run-rate of cost synergies two years following closing. Given the anticipated large increase in financial leverage to fund the acquisition, ESG considerations, particularly financial strategy & risk management, are a key driver of this rating action. The review will focus on: (1) the strategic rationale of the acquisition; (2) details on the integration plan and cost synergies, including targeted areas, timing, and costs to achieve; (3) the mix and terms of the debt capital structure; (4) long term financial policies, including deleveraging plans and capital allocation; and (5) any conditions placed on the combined company in order to obtain regulatory approval. Based on current information, at the conclusion of the review, Moody's expects that Viavi's ratings could be downgraded by at least one notch. Also, at conclusion of the review, the senior unsecured rating could be downgraded below the CFR depending on the proportion of secured debt in the final capital structure. Viavi Solutions Inc., based in Chandler, Arizona, makes network test, monitoring, and assurance instruments and software for communications services providers, enterprises, network equipment manufacturers, and the aerospace industry. Viavi also makes pigments used in currency notes to reduce counterfeiting risk and makes optical filters primarily used in 3D sensing modules for smartphones. Spirent Communications plc, based in the United Kingdom, makes equipment, software, and provides services for automated network test, geographic positioning simulation, and network assurance products used by communications service providers, network equipment makers, enterprise data centers, and the product development teams within aerospace and automotive companies. The principal methodology used in these ratings was Diversified Technology published in February 2022. VIRGIN ORBIT: Hampel's Motion to Revoke Confirmation Order Denied ----------------------------------------------------------------- VIRGIN ORBIT: Hampel's Motion to Revoke Confirmation Order Denied Judge Karen B. Owens of the United States Bankruptcy Court for the District of Delaware denied Dr. Tamas Hampel's motion to revoke the order confirming the Fifth Amended Joint Chapter 11 Plan of Virgin Orbit Holdings, Inc. and its debtor-affiliates. Approximately five months after entry of the Confirmation Order, Dr. Hampel, who had held equity in debtor Virgin Orbit Holdings Inc., filed a submission that the Court deemed a motion pursuant to section 1144 to revoke the Confirmation Order. Seven other equity holders joined Dr. Hampel's Motion. The Equity Holders' request for revocation of the Confirmation Order rests upon an overarching belief that the Debtors' assets were worth approximately $3.7 billion as a going concern but were improperly marketed and sold in piece-meal fashion during bankruptcy "fire sales." They assert that this unfair sale process then allowed the Debtors to misrepresent the value of the Remaining IP Assets so that they were distributed to Virgin Investments Limited, the Debtors' indirect parent, prepetition senior secured lender, and DIP lender, at the expense of other creditors and interest holders. The Equity Holders posit that this deliberate lack of honesty and transparency amounts to fraud and led to the unlawful cancellation of their equity interests. They urge revocation of the Confirmation Order so that the Court can remedy the alleged unjust treatment they experienced and restore the integrity of the bankruptcy process. The Court states that any arguments that the Debtors did not undertake a fair and proper marketing and sales process and did not sell assets for appropriate value are barred by res judicata. Res judicata is a judicial doctrine that precludes parties from relitigating claims that could have been raised or litigated in an earlier action. The Equity Holders had the opportunity to object and be heard at the bidding procedures and sale hearings as parties in interest. They did not object or participate. Accordingly, they are bound by the results. Moreover, the pre-confirmation sales are irrelevant to the inquiry that the Court must undertake under section 1144 to determine whether to revoke the Confirmation Order. Section 1144 allows a court to revoke a confirmation order "if and only if such order was procured by fraud." As explained in In re Melinta Therapeutics, Inc., to show that a confirmation order was procured by fraud, a moving party must demonstrate the following five elements: (1) that the debtor made a representation regarding compliance with Code Sec. 1129 which was materially false; (2) that the representation was either known by the debtor to be false, or was made without belief in its truth, or was made with reckless disregard for the truth; (3) that the representation was made to induce the court to rely upon it; (4) [that] the court did rely upon it; and (5) that as a consequence of such reliance, the court entered the confirmation order. This standard is high to protect the finality of confirmation orders. The Court finds the Equity Holders have not succeeded in meeting the high bar set for revocation. The Equity Holders argue that the Debtors were dishonest about the value of the Remaining IP Assets so that VIL could obtain them without equity holders receiving their fair share. However, they did not submit evidence sufficient to show that the Debtors' statements were materially false. The Equity Holders point the Court to a series of news articles that report the alleged prepetition value of the Debtors, the private and public sector interest in the Debtors' technology and similar technologies, and the Debtors' successful satellite launches. They also point to the Debtors' statements regarding the indications of interest received prior to the auction as well as promotional materials that advertised the value of the Debtors. At the hearing, Dr. Hampel submitted a short promotional video allegedly created by the Debtors prior to the bankruptcy highlighting their anticipated success. The Court notes this material is not persuasive evidence to prove the value of the Debtors' Remaining IP Assets at the time of confirmation, let alone that such value exceeded the amounts of claims senior to equity interests such that equity holders were entitled to obtain a recovery in these cases. A copy of the Court's decision dated March 6, 2024, is available at https://tinyurl.com/33vvwnkm About Virgin Orbit Virgin Orbit Holdings, Inc (Nasdaq: VORB) -- http://www.virginorbit.com/-- operates one of the most flexible and responsive space launch systems ever built. Founded by Sir Richard Branson in 2017, the Company began commercial service in 2021, and has already delivered commercial, civil, national security, and international satellites into orbit. Virgin Orbit's LauncherOne rockets are designed and manufactured in Long Beach, California, and are air-launched from a modified 747-400 carrier aircraft that allows Virgin Orbit Holdings, Inc., to operate from locations all over the world in order to best serve each customer's needs. Virgin Orbit Holdings, Inc., and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10405) on April 4, 2023. In the petition filed by Daniel M. Hart, as chief executive, the Debtor reported total assets amounting to $242,978,000 and total debt amounting to $153,491,000 as of Sept. 30, 2022. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and LATHAM & WATKINS LLP as counsel; DUCERA PARTNERS LLC as investment banker and financial advisor; and ALVAREZ & MARSAL NORTH AMERICA LLC as restructuring advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. On July 31, 2023, the Court entered an Order confirming the Debtors' Fifth Amended Joint Chapter 11 Plan. VISTEON CORP: Moody's Raises CFR & Senior Secured Debt to Ba2 ------------------------------------------------------------- Moody's Ratings upgraded the ratings for Visteon Corporation including the corporate family rating to Ba2 from Ba3, the probability of default rating to Ba2-PD from Ba3-PD and the senior secured bank credit facility rating to Ba2 from Ba3. The outlook remains stable. The SGL-1 speculative grade liquidity rating was unchanged. Prior New Rating Rating ------ ------ LT Corporate Family Ratings (Domestic) Ba3 Ba2 Probability of Default Ba3-PD Ba2-PD Senior Secured Bank Credit Facility (Domestic) Ba3 Ba2 Senior Secured Bank Credit Facility (Domestic) Ba3 Ba2 LGD Senior Secured Bank Credit Facility (Domestic) 42 - LGD3 39 - LGD3 LGD Senior Secured Bank Credit Facility (Domestic) 42 - LGD3 30 - LGD3 The upgrades reflect Moody's expectation for Visteon to maintain its growth above market pace, lifted by accelerating adoption of cockpit digitalization and a steady flow of new product launches on the back of modestly increasing light vehicle production. Ongoing operational improvements such as optimized engineering spend and benefits from a best-cost manufacturing footprint will also contribute to margin expansion over the next couple of years. Over $7 billion of new business awards in 2023 are expected to help boost growth and returns, primarily beyond 2025. Moody's expects Visteon's adjusted EBITA margin to approach 8% by the end of 2025, up from 7.3% in 2023. With the steady growth in earnings, debt-to-EBITDA should settle in the range of 1.0x - 1.5x. Annual free cash flow of $100 million - $150 million is also expected over the next couple of years, bolstering an already strong liquidity position where the cash position exceeds reported debt. RATINGS RATIONALE Visteon's ratings reflect a strong position as a global automotive supplier of digital cockpit and other vehicle electronics highlighted by an accelerating backlog of new business wins and new program launches. Automotive electronics growth is expected to outpace production volumes as vehicles shift from analog to digital and towards device and cloud connectivity, electric vehicles and advanced safety features. Visteon's market position is further supported by good geographic diversification, however customer concentration remains high with Ford Motor Company and General Motors Company accounting for over one third of revenues. Strong liquidity and a modest debt load provide stability to the credit profile as financial policies have been balanced between shareholders and debt holders. Light vehicle production remaining below the 2017-2018 peak levels along with cooling demand for electric vehicles could extend the ramp period to achieve scale efficiencies for further margin improvement. Additionally, Visteon's results are vulnerable to cyclicality within the automotive sector given concerns about vehicle affordability and higher interest rates. The stable outlook reflects a product portfolio well positioned to capture accelerating secular trends within the automotive industry, namely increasing digitalization and connectivity of the vehicle cockpit. Moody's expectation for strengthening key credit metrics, including margin and free cash flow growth, also support the stable outlook. The SGL-1 Speculative Grade Liquidity Rating reflects very good liquidity supported by a cash balance of over $500 million, a majority of which is held outside of the US, and full availability under a $400 million revolving credit facility set to expire July 2027. The facility includes a total net leverage ratio test that Moody's expects the company to maintain compliance with through 2024. Moody's expects free cash flow to approach $150 million over the next 12-24 months even with modestly higher capital expenditures. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include increasing free cash flow and an EBITA margin approaching 10% while maintaining a conservative leverage position given the inherent cyclicality of the automotive sector. Maintenance of a balanced financial policy between debtholders and shareholders and robust liquidity would also be prerequisites for higher ratings. A prudent approach to increasing scale and scope while improving customer diversification would also be viewed favorably. The ratings could be downgraded if there is a material deterioration in liquidity, including annual free cash flow falling sharply from current levels or an aggressive shift in financial policy that favors equity owners over creditors. More specifically, debt-to-EBITDA over 3x or an EBITA margin falling below 6% could also result in a ratings downgrade. The principal methodology used in these ratings was Automotive Suppliers published in May 2021. Visteon Corporation is a global automotive supplier that designs, engineers and manufactures cockpit electronics and connected car solutions. Visteon is a leader in cockpit electronic products that include digital instrument clusters, information displays, infotainment, head-up displays, telematics, cockpit domain controllers, advanced safety platforms and battery management systems. Revenue for the year ended December 31, 2023 was approximately $4 billion. VISTRA ZERO: Moody's Rates New $700MM Sr. Secured Term Loan 'Ba2' ----------------------------------------------------------------- MOODY'S Ratings ssigned a Ba2 rating to Vistra Zero Operating Company, LLC's (Vistra Zero) new $700 million senior secured term loan B and stable outlook. Vistra Zero is a newly-formed subsidiary of Vistra Corp. (Vistra, Ba1 CFR, stable) that holds a portfolio of projects consisting mainly of battery storage and solar generation facilities in California and Texas with long-term contracted cash flow. The ratings and outlooks of the other Vistra entities are unaffected by this rating assignment. RATINGS RATIONALE "Vistra Zero's credit profile is inextricably linked to parent company Vistra because the subsidiary is dependent on Vistra for its liquidity needs and about half of its revenues," said Toby Shea, VP – Sr. Credit Officer, "Nevertheless, the $700 million term loan issuance at Vistra Zero is rated two notches below the senior secured notes of affiliate Vistra Operations Company LLC (Vistra Operations) because the term loan is non-recourse to Vistra and the collateral is limited solely to Vistra Zero's assets, which are dominated by battery storage facilities that have yet to prove to be consistently reliable." About 80% of Vistra Zero's EBITDA is generated from the battery storage facilities at its Moss Landing, California location, which has three facilities – Moss Landing 100 (ML100), Moss Landing 300 (ML300) and Moss Landing 350 (ML350). Vistra Zero has other solar and battery projects in Texas that make up the remaining 20% of Vistra Zero's EBITDA. Vistra Zero's projects are secured by long-term contracted revenues, with approximately 50% coming from resource adequacy contracts with Pacific Gas & Electric Company (PG&E, Baa2 senior secured first mortgage bonds, positive) and approximately 50% coming from tolling agreements with other Vistra affiliates guaranteed by Vistra Operations (Ba2 senior unsecured, stable). Vistra's battery storage projects have elevated operational risk because they are relatively new in terms of both vintage and technology – reaching commercial operation in the summer of 2021 for ML100 and ML300 and the summer of 2023 for ML350. In their short operating histories, ML100 and ML300 each experienced an incident in which the water sprinklers were set off due to a false fire detection. The company has taken measures to prevent future incidents, but Moody's believes that there could be more teething issues due to the relatively limited history of using batteries for energy storage on such a large scale. Vistra Zero's stand-alone business model has similar characteristics as renewable "YieldCos", such as NextEra Energy Partners, LP (NEP, Ba1 CFR, stable) and Clearway Energy, Inc. (Clearway, Ba2 CFR, stable) because they are all supported by mainly contracted cash flow with little or no development risk. However, unlike the YieldCos, Vistra Zero's asset base is riskier because it is significantly smaller, more concentrated, and has a limited operational track record. On a positive note, as a private company, Vistra Zero does not have the pressure to pay dividends and does not need to keep acquiring assets to support dividend growth. Furthermore, Vistra Zero's cash flows are not subordinated to any project-level debt. The $700 million term loan issuance will be Vistra Zero's only outstanding debt. The company will not maintain its own revolving credit facility because it plans to rely on Vistra for liquidity. Assuming that the battery storage facilities do not encounter additional operational problems, Moody's forecasts Vistra Zero's CFO pre-WC to debt to be around 14% to 15%, which would be on par with NEP's CFO pre-WC to debt ratio in the mid-teens. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Vistra Zero's rating is derived from Vistra's CFR because of its position as a subsidiary of Vistra and its high reliance on the parent company for both revenue and liquidity. However, as a non-recourse subsidiary, Vistra Zero's rating could fall independent of Vistra's other ratings due to adverse developments specific to Vistra Zero, such as additional fires or outages. Conversely, Moody's could upgrade Vistra Zero's rating should its battery storage facilities establish a track record of reliability or its asset base become significantly larger and more diversified. Company profile Vistra is the largest independent power producer in the US, owning approximately 40 gigawatts (GW) of generating capacity with the acquisition of Energy Harbor. It is also one of the US's largest residential retail energy suppliers, serving approximately 5 million customers with the acquisition of Energy Harbor. Vistra Zero is a non-recourse subsidiary that holds a 1.4 GW portfolio of six unlevered, operating, solar generation and energy storage assets. LIST OF AFFECTED RATINGS Issuer: Vistra Zero Operating Company, LLC Assignments: Senior Secured Term Loan B, Assigned Ba2 Outlook Actions: Outlook, Assigned Stable The principal methodology used in this rating was Unregulated Utilities and Unregulated Power Companies published in December 2023. VIVAKOR INC: Signs Merger Agreement With Empire Diversified Energy ------------------------------------------------------------------ Vivakor, Inc. announced it has signed a definitive agreement and plan of merger with Empire Diversified Energy, Inc., a multifaceted holding company with business units in sustainable energy and logistics. Under the terms of the Merger Agreement, unanimously approved by the board of directors of each party, upon a successful closing, Vivakor would acquire all the outstanding shares of Empire common and preferred stock, on an as-converted basis, for net consideration of 67,200,000 shares of Vivakor common stock, resulting in Empire becoming a wholly-owned subsidiary of Vivakor upon the closing. Upon the closing, 7.5% or 5,040,000 of the Consideration Shares shall be held in escrow for the 12-months subsequent to closing for the purpose of indemnifying Vivakor and its shareholders for the representations, warranties and covenants of Empire contained in the Merger Agreement. Empire shall cause a minimum of 65% or 43,680,000 of the Consideration Shares to be subject to a lock-up agreement for the 12-month period after the closing of the Merger, coupled with certain insider sales restrictions thereafter. Additionally, all Empire options and convertible securities existing immediately prior to the closing shall be either converted or cancelled pre-merger and any Empire warrants that are outstanding may be either accepted or rejected in the sole discretion of Vivakor, and Empire is required to have a minimum of $2.5 million in unrestricted cash on hand at the time of closing of the Merger, which shall be available to Vivakor thereafter. The closing of the Merger, is subject to, among other things, stockholder approval of each company, Vivakor's receipt of a satisfactory fairness opinion to the underlying transaction, and the effective registration of the Consideration Shares pursuant to a Registration Statement on Form S-4. Vivakor is currently targeting the Merger to close by the end of the third fiscal quarter ending Sept. 30, 2024. Vivakor Chairman and CEO James Ballengee commented, "This is a significant milestone for our company and we believe accelerates our vision to build a state-of-the-art, clean energy and remediation technologies company. Upon a successful closing of the Merger, we intend to construct and deploy our fourth Remediation Processing Center (RPC IV) at The Port of West Virginia, where Empire currently operates, as well as integrate our transportation and midstream assets into existing operations. We cannot be more excited about this merger, the synergies it presents, and the growth opportunities we see the merger presenting for the future of Vivakor. We look forward to moving this merger toward a closing by the end of September and will update shareholders and the Wall Street community as we continue our progress." Empire's primary location is in Follansbee, West Virginia, where it operates The Port of West Virginia within its Eco-Industrial Complex, situated along the Ohio River, with nearly 1,000 acres of contiguous land where it serves as the crossroads of the East Coast and Midwest through its trimodal (road, river, rail) terminal facility. Empire is currently deploying a host of innovative and sustainable technologies serving the transportation, recyclable waste, steel, warehousing, and other energy sectors to help decarbonize the region. In additional to the traditional facilities at The Port, Empire's flagship waste-to-energy pyrolysis plant, which is slated to come online in the second fiscal quarter of this year, is intended to provide behind-the-grid electrical power to The Port, while producing salable hydrochloric acid and excess gas into the market. The plant is designed to recycle 70 tons of plastics per day through a pyrolysis process that employs high heat in the absence of oxygen, is environmentally friendly and virtually emission free. Additionally, the U.S. Department of Energy's (DOE) Office of Clean Energy Demonstrations (OCED) has selected the Appalachian Regional Clean Hydrogen Hub (ARCH2) as a recipient of up to $925 million in funding to advance the development of hydrogen projects throughout West Virginia, as well as parts of eastern Ohio and western Pennsylvania. Empire was selected from over 80 initial applicants and is slated to receive a portion of these funds to assist in the engineering and buildout of an anaerobic digester project at The Port as part of the ARCH2 project consortium. About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc. is an operator, acquirer and developer of technologies and assets in the oil and gas industry, as well as, related environmental solutions. Currently, the Company's efforts are primarily focused on operating crude oil gathering, storage and transportation facilities, as well as contaminated soil remediation services. Vivakor reported a net loss attributable to the Company of $19.44 million in 2022, a net loss attributable to the company of $5.48 million in 2021, a net loss attributable to the company of $2.18 million in 2020. As of Sept. 30, 2023, the Company had $76.12 million in total assets, $52.21 million in total liabilities, and $23.90 million in total stockholders' equity. In its Quarterly Report for the period ended Sept. 30, 2023, Vivakor said there is substantial doubt about its ability to continue as a going concern. Vivakor has historically suffered net losses and cumulative negative cash flows from operations, and as of September 30, 2023, the Company had an accumulated deficit of approximately $62.1 million. As of September 30, 2023 and December 31, 2022, the Company had a working capital deficit of approximately $19 million and $3.7 million, respectively. Subsequent to September 30, 2023, $10 million of the working capital deficit was paid with an issuance of common stock for a reduction in noted payable to a related party, of which the Company's CEO is a beneficiary. As of September 30, 2023, the Company had cash of approximately $1.2 million, and it had obligations to pay approximately $14.4 million (of which approximately $10 million was satisfied through the issuance of the Company's common stock under the terms of the debt subsequent to September 30, 2023, of debt in cash within one year of the issuance of the financial statements. The Company's CEO has also committed to provide credit support through December 2024, as necessary, for an amount up to $8 million to provide the Company sufficient cash resources, if required, to execute its plans for the next 12 months. WALL DECOR: Hires Accounting Services Unlimited as Accountant ------------------------------------------------------------- Wall Decor & More, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to hire Accounting Services Unlimited, LLC to provide accounting and tax preparation services. The firm will assist the Debtor with the preparation of its monthly operating reports and state and federal tax returns. The firm will be paid: Monthly fee $225 Custom Report/ Admin Fee $150 Non-recurring charges Preparation of 1120s $725 Preparation of 1040 k1 $575 Annual Report Renewal $110 Occupational Renewal $195 LAT5 $575 Revisions to Financials for Bankruptcy $575 Beneficial Ownership Information Report $525 Thomas Fontes, a member of ASU, disclosed in a court filing that his firm does not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Thomas Fontes Accounting Services Unlimited, LLC 3939 N. Causeway Blvd., Suite 301 Metairie, LA 70002 About Wall Decor & More, LLC Wall Decor & More is engaged in the business of marine cargo handling. Wall Decor & More, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 24-10021) on Jan 12, 2024. In the petition signed by Mia M. Townsed as member, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge Michael A Crawford presides over the case. Patrick S. Garrity, Esq. at The Derbes Law Firm, LLC represents the Debtor as counsel. WESCO AIRCRAFT: Plan Exclusivity Period Extended to May 26 ---------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas extended Wesco Aircraft Holdings Inc. and its debtor affiliates' exclusive periods to file their plan of reorganization and obtain acceptance thereof to May 26 and July 25, 2024, respectively. As shared by Troubled Company Reporter, 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. 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. WESTERN CONCRETE: Hires Murchison & Cumming as Special Counsel -------------------------------------------------------------- Western Concrete Pumping, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Murchison & Cumming, LLP as its special litigation counsel. The firm will continue to advise and support the Debtor on the pending litigation against it, particularly the personal injury litigation pending in California, including: a) Michael Andrew Medina-Jimenez and Angel Medina v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDS1803726-Lead - filed 2/20/2018); b) Miguel Julian Medina and Maria Lourdes Diaz Medina v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDSl 804593 - filed 2/23/2018); c) Brandon Crowell, Brian Crowell, Jasen Thomsen, and Jeremy Thomsen v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDS 1819461 - filed 7 /27/2018); d) Gloria Lenard v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDS 1830770 - filed 11/27/2018); e) Kerry Lynn Gomez and Colleen V Wallen v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDS 1902459 - filed 1/24/2019); f) Scottsdale Insurance Company v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDS 1920107 - filed 7 /11/2019); g) Joyce Sanders and Shyene Hamilton v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDS2003138 - filed 1/31/2020); h) Heliodoro Garcia v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDS2003663 - filed 2/3/2020); and i) Wawanesa General Insurance Company v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDS2023056 - 10/26/2020). The firm's rates for attorney and paralegal work range from $130/hr to $270/hr. As disclosed in a court filing, Murchison & Cumming is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey A. Fishkin, Esq. Murchison & Cumming LLP 801 South Grand Avenue, Ninth Floor Los Angeles, CA 90017 Telephone: (213) 623-7400 Facsimile: (213) 623-6336 Email: jfishkin@murchisonlaw.com About Western Concrete Pumping, Inc. Western Concrete Pumping, Inc. is a concrete pumping company with a fleet of over 125 machines servicing Southern California, Arizona, Texas and Louisiana. WCP also offers other specialty equipment including mini-placers, Telebelts and line pulling products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40234) on February 1, 2024. In the petition signed by Brett Reid, CFO, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Mark A. Castillo, Esq., at CARRINGTON, COLEMAN, SLOMAN, & BLUMENTHAL, LLP, represents the Debtor as legal counsel. WESTERN CONCRETE: Taps International Practice as Special Counsel ---------------------------------------------------------------- Western Concrete Pumping, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ International Practice Group as its special litigation counsel. The firm will continue to advise and support the Debtor on the pending litigation against it, particularly the personal injury litigation pending in California, including: a) Michael Andrew Medina-Jimenez and Angel Medina v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDS1803726-Lead - filed 2/20/2018); b) Miguel Julian Medina and Maria Lourdes Diaz Medina v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDSl 804593 - filed 2/23/2018); c) Brandon Crowell, Brian Crowell, Jasen Thomsen, and Jeremy Thomsen v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDS 1819461 - filed 7 /27/2018); d) Gloria Lenard v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDS 1830770 - filed 11/27/2018); e) Kerry Lynn Gomez and Colleen V Wallen v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDS 1902459 - filed 1/24/2019); f) Scottsdale Insurance Company v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDS 1920107 - filed 7 /11/2019); g) Joyce Sanders and Shyene Hamilton v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDS2003138 - filed 1/31/2020); h) Heliodoro Garcia v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDS2003663 - filed 2/3/2020); and i) Wawanesa General Insurance Company v. Western Concrete Pumping, Inc., et al. (Case No.: CIVDS2023056 - 10/26/2020). The firm's rates for attorney and paralegal work range from $150/hr to $750/hr. International Practice Group has agreed to a postpetition retainer of $10,000. As disclosed in a court filing, International Practice Group is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Guillermo Marrero, Esq. International Practice Group 1350 Columbia Street, Suite 500 San Diego, CA 92101 Tel: (619) 515-1487 Email: gmarrero@ipglaw.com About Western Concrete Pumping, Inc. Western Concrete Pumping, Inc. is a concrete pumping company with a fleet of over 125 machines servicing Southern California, Arizona, Texas and Louisiana. WCP also offers other specialty equipment including mini-placers, Telebelts and line pulling products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40234) on February 1, 2024. In the petition signed by Brett Reid, CFO, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Mark A. Castillo, Esq., at CARRINGTON, COLEMAN, SLOMAN, & BLUMENTHAL, LLP, represents the Debtor as legal counsel. Z NEWS SERVICES: Public Sale Auction Set for March 28 ----------------------------------------------------- Pursuant to revised Article 9 of the Uniform Commercial Code, NFV Znews SPV LLC ("secured party") will sell all right, title and interest of Z News Services Inc. ("Debtor") located at 2025 Guadalupe Street, Austin, Texas, in and to all property and assets of the Debtor, of every kind or type whatsoever, tangible, intangible, real, personal or mixed, whether now owned or hereafter acquired or arising, wherever located, and all proceeds, rents and products of the foregoing ("collateral"). The collateral will be sold at a public auction via Zoom March 28, 2024, at 2:00 p.m. ET. Bidders must submit a qualifying bid by March 25, 2024, at 5:00 p.m. ET. The secured party may credit-bid the secured obligations for the collateral. The sale will be consummated upon the delivery of a foreclosure bill of sale. The secured party will determine which offer will be accepted as the successful bid and such decision will be final. Prior to the sale, the Debtor and any secondary obligor or other secured party may redeem the collateral. The secured party's bid amount is expected to be $1,935,175.70. For more information about submitting qualified bids, about the foreclosure contemplated hereby or the collateral, please contact Joshua Olshin, AuctionAdvisors, Jolshin@AuctionAdvisors.com; 212-375-1222. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re JW Legacy Real Estate Holdings Bankr. N.D. Ga. Case No. 24-40328 Chapter 11 Petition filed March 4, 2024 Filed Pro Se In re Aubrey Properties LLC Bankr. N.D. Ga. Case No. 24-52284 Chapter 11 Petition filed March 4, 2024 Filed Pro Se In re EOM 1544 Orchid LLC Bankr. E.D.N.Y. Case No. 24-41014 Chapter 11 Petition filed March 4, 2024 See https://www.pacermonitor.com/view/2BCK2VI/EOM_1544_Orchid_LLC__nyebke-24-41014__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Farm Cup Coffee LLC Bankr. C.D. Calif. 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Case No. 24-11103 Chapter 11 Petition filed March 8, 2024 See https://www.pacermonitor.com/view/WMSGK2I/RITE_GUIDE_LLC__nvbke-24-11103__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re New Light Missionary Baptist Church, Inc. Bankr. D. Conn. Case No. 24-50147 Chapter 11 Petition filed March 8, 2024 See https://www.pacermonitor.com/view/QQUSISA/New_Light_Missionary_Baptist_Church__ctbke-24-50147__0001.0.pdf?mcid=tGE4TAMA represented by: Mark Kratter, Esq. MARK KRATTER E-mail: laws4ct@aol.com In re Tomlinson Transport, LLC Bankr. D. Kan. Case No. 24-20236 Chapter 11 Petition filed March 8, 2024 See https://www.pacermonitor.com/view/6QXX7YI/Tomlinson_Transport_LLC__ksbke-24-20236__0001.0.pdf?mcid=tGE4TAMA represented by: Ryan A. Blay, Esq. WM LAW, PC E-mail: blay@wagonergroup.com In re Stop Smackn, LLC Bankr. D.C. Case No. 24-00072 Chapter 11 Petition filed March 8, 2024 See https://www.pacermonitor.com/view/LDU7O2I/Stop_Smackn_LLC__dcbke-24-00072__0001.0.pdf?mcid=tGE4TAMA represented by: Richard G. Hall, Esq. RICHARD G. HALL E-mail: Richard.Hall33@verizon.net In re Carla & Ambrose, LLC Bankr. M.D. Fla. Case No. 24-01232 Chapter 11 Petition filed March 9, 2024 See https://www.pacermonitor.com/view/KBHDXCY/Carla__Ambrose_LLC__flmbke-24-01232__0001.0.pdf?mcid=tGE4TAMA represented by: Leon Williamson, Esq. WILLIAMSON LAW FIRM E-mail: leon@lwilliamsonlaw.com In re Christopher R. Ithen Bankr. W.D. Pa. Case No. 24-10119 Chapter 11 Petition filed March 8, 2024 represented by: Donald Calaiaro, Esq. In re John Lee White Bankr. M.D. Fla. Case No. 24-bk-01218 Chapter 11 Petition filed March 8, 2024 represented by: Edward Peterson, Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP In re Nicholas Cutro, Jr. Bankr. N.D.N.Y. Case No. 24-10262 Chapter 11 Petition filed March 8, 2024 represented by: Justin Heller, Esq. NOLAN HELLER KAUFFMAN LLP In re 538 Mount Hope Street LLC Bankr. D. Mass. Case No. 24-10463 Chapter 11 Petition filed March 11, 2024 See https://www.pacermonitor.com/view/CKGJYNY/538_Mount_Hope_Street_LLC__mabke-24-10463__0001.0.pdf?mcid=tGE4TAMA represented by: Edmund L. Myers, Esq. EDMUND MYERS ATTORNEY AT LAW E-mail: elm.esq@comcast.net In re Sano Racing Stables, LLC Bankr. S.D. Fla. Case No. 24-12298 Chapter 11 Petition filed March 11, 2024 See https://www.pacermonitor.com/view/CWOZZEY/Sano_Racing_Stables_LLC__flsbke-24-12298__0001.0.pdf?mcid=tGE4TAMA represented by: Jacqueline Calderin, Esq. AGENTIS PLLC E-mail: jc@agentislaw.com In re Rapsys, Inc. Bankr. N.D. Ill. Case No. 24-03481 Chapter 11 Petition filed March 11, 2024 See https://www.pacermonitor.com/view/YB524BI/Rapsys_Inc__ilnbke-24-03481__0001.0.pdf?mcid=tGE4TAMA represented by: Scott R. Clar, Esq. CRANE, SIMON, CLAR & GOODMAN E-mail: sclar@cranesimon.com In re Orion Forwarding Inc. Bankr. S.D. Tex. Case No. 24-50032 Chapter 11 Petition filed March 11, 2024 See https://www.pacermonitor.com/view/KW4LJJA/Orion_Forwarding_Inc__txsbke-24-50032__0001.0.pdf?mcid=tGE4TAMA represented by: Carl M. Barto, Esq. LAW OFFICES OF CARL M. BARTO E-mail: cmblaw@netscorp.net In re St. Liz Hospice, Inc. Bankr. C.D. Calif. Case No. 24-11872 Chapter 11 Petition filed March 11, 2024 See https://www.pacermonitor.com/view/7GQ25CQ/St_Liz_Hospice_Inc__cacbke-24-11872__0001.0.pdf?mcid=tGE4TAMA represented by: Matthew D. Resnik, Esq. RHM LAW, LLP E-mail: matt@rhmfirm.com In re L and L Care Home LLC Bankr. N.D. Calif. Case No. 24-40340 Chapter 11 Petition filed March 11, 2024 See https://www.pacermonitor.com/view/UFK6WMI/L_and_L_Care_Home_LLC__canbke-24-40340__0001.0.pdf?mcid=tGE4TAMA represented by: Anthony O. Egbase, Esq. A.O.E. LAW & ASSOCIATES, APC E-mail: info@aoelaw.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. 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. 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