/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240318.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, March 18, 2024, Vol. 28, No. 77 Headlines 124 PENN RESIDENCE: Seeks to Hire Leo Fox as Bankruptcy Counsel 21ST CONDOS: Case Summary & One Unsecured Creditor 3531 TRUCKING: Seeks to Hire Acosta Law P.C. as Counsel 3531 TRUCKING: Seeks to Hire Acosta Law P.C. as Counsel 3651 ALTA MESA: Unsecureds Will Get 100% of Claims in Sale Plan 530 DONELSON: Case Summary & 13 Unsecured Creditors 5703 9TH: Seeks to Hire Long & Foster as Real Estate Broker 5D CARGO EXPRESS: Case Summary & Eight Unsecured Creditors AAA ABC ACQUISITION: Taps Law Office of Carolyn A. Dye as Counsel ACME HOSPITALITY: Hires Roderick Linton as Counsel AEROCISION PARENT: Seeks to Extend Plan Exclusivity to April 11 ALCHEMICAL SOLUTIONS: Hires Keith Y. Boyd P.C. as Counsel ALL AMERICA TRADING: Unsecureds Will Get 100% of Claims in Plan ALTICE USA INC: Charter Communications Plans to Takeover Company ALTUS JOBS: Case Summary & Seven Unsecured Creditors AMERICAN BUILDERS: Moody's Ups CFR to Ba1, Outlook Remains Stable AMTECH SYSTEMS: All Four Proposals Passed at Annual Meeting APEX TOOL: Moody's Affirms Caa2 CFR, Outlook Remains Negative APEX TOOL: S&P Upgrades ICR to 'CCC+' on Completed Debt Exchanges APOLLO GLOBAL: Considers Possible CareerBuilder Merger & Other Firm ARALIFE CASE: Seeks to Hire Agentis PLLC as Counsel ARIZONA INDUSTRIAL: S&P Lowers 2019BC Bond Ratings to 'D(sf)' ASTRO ONE: $525MM Bank Debt Trades at 49% Discount ATHERSYS INC: Healios K.K. Designated as Winning Bidder ATLANTA PEDIATRIC: Wins Cash Collateral Access on Final Basis ATLAS JAMES: Hires Orville & McDonald as Legal Counsel AVISON YOUNG: Nears Restructuring to Clean Up Balance Sheet BAKELITE US: Fitch Alters Outlook on 'BB' LongTerm IDR to Negative BAYER & SONZ: Hires Miller & Miller Law LLC as Counsel BAYOU CITY: Case Summary & 12 Unsecured Creditors BAYTEX ENERGY: Moody's Rates New $500MM Sr. Unsecured Notes 'B1' BAYTEX ENERGY: S&P Rates New US$500MM Senior Unsecured Debt 'BB-' BAYTOWN CONVENTION: S&P Lowers 2021A Revenue Bonds Rating to 'BB+' BBB FOOD: Hires Gilbert Cardona Hernandez as Accountant BESSEMER, AL: S&P Lowers Rev. Debt Rating to 'BB+', On Watch Neg. BLUE INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors BOXLIGHT CORP: FORVIS LLP Raises Going Concern Doubt BRIGANTE ENTERPRISE: Case Summary & 20 Top Unsecured Creditors BROOKLYN DEVELOPMENT: Voluntary Chapter 11 Case Summary BUCCANEER INTERMEDIATE: S&P Affirms 'B-' ICR, Outlook Stable CAA HOLDINGS: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable CANE CREEK: Seeks to Hire Barski Law Firm PLC as Counsel CANO HEALTH: Moody's Rates New $150MM Secured DIP Term Loan 'B1' CAPITAL TACOS: Voluntary Chapter 11 Case Summary CAPREF LLOYD: Hires Lane Powell PC as Special Counsel CAPROCK LAND: Court OKs Sale of Assets by Online Auction CAREISMATIC BRANDS: Jr. Creditors Oppose Bankruptcy Financing CASTLE US: Moody's Lowers CFR to Caa1 & Alters Outlook to Negative CELEBRATION POINTE: Case Summary & 15 Unsecured Creditors CHERRY GARDEN: Case Summary & Two Unsecured Creditors CLEVELAND-CLIFFS INC: Fitch Affirms 'BB-' IDR, Outlook Stable CLOUD SOFTWARE: Moody's Affirms B3 CFR & Rates Incremental Loan B2 CONFECTION CONNECTION: Hires McClain Law Group as Counsel CONVERGEONE HOLDINGS: $1.11BB Bank Debt Trades at 63% Discount CORENERGY INFRASTRUCTURE: Pachulski, Polsinelli Advise Pref. Equity CORENERGY INFRASTRUCTURE: Taps Ernst & Young as Auditor CORENERGY INFRASTRUCTURE: Taps Teneo Capital as Financial Advisor CORNERSTONE PSYCHOLOGICAL: Voluntary Chapter 11 Case Summary CRESTWOOD HOSPITALITY: Amends Unsecured Claims Pay Details CUETO CONSULTING: Seeks to Hire Proledge Inc. as Bookkeeper CUSTOM LOGGING: Wins Interim Cash Collateral Access CYXTERA TECHNOLOGIES: $14.6-Mil. Kirkland Payout Okayed in Ch.11 D&S ENTERPRISES: Property Sale Proceeds to Fund Plan DEADWORDS BREWING: Hires New Mill Capital as Broker/Auctioneer DIGITAL MEDIA: $225MM Bank Debt Trades at 56% Discount DIXON HOLDINGS: Hires Young Hanks & Hanks as Accountant DOUGHP INC: Seeks to Hire Larson & Zirzow as Bankruptcy Counsel E-STONE USA: Court OKs Interim Cash Collateral Access EAGLE ROCK: Seeks to Hire Parsons Behle & Latimer as Attorney EAST TEXAS MACHINING: Taps Bodwell Vasek Wells as Accountant EASTGATE WHITEHOUSE: Hires Westerman Ball as Special Counsel EBIX INC: Hires Deloitte Tax LLP as Tax Services Provider ELANCO ANIMAL: Moody's Affirms 'Ba3' CFR, Outlook Stable ELECTROCORE INC: Marcum LLP Raises Going Concern Doubt ELITE HOME: Amends Plan to Include Dept. of Revenue & Talara Claims ENDED PAGE: Unsecured Claims Under $7,500 to Recover 10% in Plan ENVIVA INC: Davis Polk & McGuireWoods Represent Ad Hoc Group ENVIVA INC: Moody's Cuts PDR to D-PD Following Bankruptcy Filing EYE CARE: $8MM DIP Loan from Create Capital Has Final OK EYECARE PARTNERS: $300MM Bank Debt Trades at 63% Discount FAIRFIELD MEDICAL: Moody's Alters Ratings Outlook to Stable FAMILY STATCARE: Voluntary Chapter 11 Case Summary FIRST BRANDS: Fitch Lowers LongTerm IDR to 'B+', Outlook Stable GENESIS GLOBAL: Gets Court Okay for SEC Settlement GLOBAL FOOD: EUR245MM Bank Debt Trades at 23% Discount GOL LINHAS: Hires Ernst & Young Auditores as Auditor GOTO GROUP: Fitch Upgrades the Issuer Default Rating to CCC+ GOTO GROUP: S&P Withdraws 'CCC+ Issuer Credit Rating GULF SOUTH: Hires Ayres Shelton Williams as Counsel HARRISBURG'S HOMETOWN: Hires Brumley Robinson as Accountant HAWAIIAN ELECTRIC: Fitch Keeps 'B' LongTerm IDR on Watch Neg. HCIC HOLDINGS: Seeks to Hire White Oak Advisors as Accountant HECLA MINING: Moody's Affirms 'B1' CFR, Outlook Stable HOG FATHER'S: Hires Wilke CPA's & Advisors as Accountant HOLDINGS OF SOUTH FLORIDA: Unsecureds Will Get 4% over 36 Months HOYA MIDCO: S&P Alters Outlook to Positive, Affirms 'B+' ICR HTG MOLECULAR: Trustee Hires Keegan Linscott as Accountant HUMINN LLC: Case Summary & 11 Unsecured Creditors INNOVATIVE GENOMICS: Amends Simmons & LEAF Secured Claims Pay INSTA MOBILITY: Court OKs Interim Cash Collateral Access IPMI 3 LLC: Moody's Lowers Rating on $110MM Revenue Bonds to Ba3 IQ DENTAL: Amends Unsecured Claims Pay Details ISPECIMEN INC: Wolf & Company Raises Going Concern Doubt JANAE AND ASSOCIATES: Hires Brian K. McMahon P.A. as Counsel JVK OPERATIONS: Law Firm of Russell Represents Utilities K3B ENTERPRISES: Voluntary Chapter 11 Case Summary KELHAM VINEYARD: Trustee Taps Onyx Asset Advisors as Sales Agent KIPP PHILADELPHIA: S&P Affirms 'BB+' Rating Revenue Bonds KJ-IP LLC: Voluntary Chapter 11 Case Summary KJ-LICENSING Voluntary Chapter 11 Case Summary KLX ENERGY: Swings to $19.2 Million Net Income in 2023 KNOTTY NUFF: Hires Hahn Fife & Co. LLP as Accountant KNP HOLDINGS: Hires Caceres & Shamash as Bankruptcy Counsel KODIAK BP: Moody's Affirms B1 CFR & Rates New $350MM Term Loan B2 KODIAK BUILDING: S&P Upgrades ICR to 'B+', Outlook Stable KOLAY FLOORING: Case Summary & 20 Largest Unsecured Creditors LA MOUNT GROUP: Unsecureds Will Get 10% of Claims in Plan LEBANON PLATINUM: Hires Berkadia Real Estate Advisors as Broker LEVI STRAUSS: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable LIBERTY COMMUNICATIONS: S&P Affirms 'B+' ICR, Outlook Stable LIFESCAN GLOBAL: $275MM Bank Debt Trades at 48% Discount LYONS COMPANIES: Case Summary & 20 Largest Unsecured Creditors MATTRESS DIRECT: Hires Bill Cockrum Liquidations as Auctioneer MAVENIR SYSTEMS: $145MM Bank Debt Trades at 29% Discount MAVENIR SYSTEMS: $585MM Bank Debt Trades at 29% Discount MCCARTEY TIMBER: Files Emergency Bid to Use Cash Collateral MEDIAMATH HOLDINGS: Plan Exclusivity Period Extended to April 29 MEDLINE BORROWER: S&P Assigns 'B+' Rating on First-Lien Term Loan MERCY HOSPITAL: Expand Epiq's Scope of Work as Admin. Advisor MI WINDOWS: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable MICROTEK: Unsecured Creditors Will Get 100% of Claims in Plan MIDWEST PHYSICIAN: $730MM Bank Debt Trades at 17% Discount MILLENNIAL BENEFIT: Unsecureds Will Get 1.8% of Claims in Plan MIR SCIENTIFIC: Case Summary & 20 Largest Unsecured Creditors MISTER CAR WASH: Moody's Rates Amended First Lien Loans 'B2' MIWD HOLDCO: Moody's Confirms B1 CFR & Cuts First Lien Loans to B1 MODM KOLAY: Case Summary & 20 Largest Unsecured Creditors MOHAWK DRIVE: Case Summary & 10 Unsecured Creditors MORK'S AUTO: Wins Cash Collateral Access on Final Basis MORVATT ENTERPRISES: Asset Sale Proceeds to Fund Plan MVK FARMCO: Plan Exclusivity Period Extended to May 13 NEXTDECADE CORP: Grant Thornton Raises Going Concern Doubt NGUOI DEP: Seeks Cash Collateral Access NORMAN J. RESNICOW: March 20 Deadline Set for Panel Question NORTH CAROLINA THEATRE: Hits Chapter 11 Bankruptcy Protection NUWELLIS INC: Baker Tilly US Raises Going Concern Doubt NY COMMUNITY BANCORP: Fitch Affirms BB+ LongTerm IDR, Outlook Neg NY COMMUNITY BANCORP: Moody's Raises Issuer Rating to B2 ORLANDO RESERVOIR: Seeks to Hire White Oak Advisors as Accountant PATCHELL HOLDINGS: S&P Upgrades ICR to 'B-', Outlook Stable PECF USS: $2BB Bank Debt Trades at 19% Discount PHASEBIO PHARMACEUTICALS: Inks Settlement Agreement With SFJ POWER SOLUTIONS: BDO USA Raises Going Concern Doubt PRIEST ENTERPRISES: Case Summary & 10 Unsecured Creditors PROOFPOINT INC: Moody's Upgrades CFR to B2, Outlook Stable PROTERRA INC: Board Confirms Fifth Amended Chapter 11 Plan PUROX BRANDS: Hires Susan D. Lasky PA as Counsel QUEST SOFTWARE: $765MM Bank Debt Trades at 55% Discount QUICKWAY ESTATES: Hires Davidoff Hutcher & Citron LLP as Counsel RANIER VIEW: Case Summary & One Unsecured Creditor RAPTOR AUTO: Case Summary & 17 Unsecured Creditors RED EFT: Seeks Approval to Hire Collar City Auctions as Appraiser RESIDENTS FIRST: Unsecureds to Get Share of Income for 3 Years RESOURCE FOR EDUCATION: Hires Brett Bradbury CPA PC as Auditor RIVERSIDE MILK: Seeks to Hire Livestock Exchange as Broker RNB MERCHANDISE: Unsecureds Will Get 2% of Claims in Plan RPM RESOURCES: Seeks to Hire Miller & Miller as Accountant RR3 RESOURCES: Hires Shraiberg Page P.A. as Counsel S.M.M. INVESTMENTS: Creditors to Get Proceeds From Liquidation SANDVINE CORP: $110MM Bank Debt Trades at 58% Discount SANDVINE CORP: $400MM Bank Debt Trades at 25% Discount SANGAMO THERAPEUTICS: Ernst & Young Raises Going Concern Doubt SCILEX HOLDING: Ernst & Young Raises Going Concern Doubt SIENTRA INC: $90MM DIP Loan from Deerfield Wins Final OK SILVER STATE: Trustee Hires Kenneth A. Seltzer as Accountant SIR TAJ: Seeks to Hire Michael D. Kwasigroch as Legal Counsel SONOMA PHARMACEUTICALS: To Sell More Shares Under Maxim Group Deal SORRENTO: Latham & Watkins, Jackson Walker Avoid Venue Sanctions SOUND INPATIENT: $610MM Bank Debt Trades at 47% Discount SPHERE 3D: MaloneBailey Raises Going Concern Doubt SPITFIRE ENERGY: Seeks to Extend Plan Exclusivity to May 7 STITCH ACQUISITION: $370MM Bank Debt Trades at 70% Discount SUMMIT AESTHETICS: Hires Udall Shumway PLC as Counsel T&J OF BROOKSVILLE: Hires Accounting & Business as Accountant TEHUM CARE SERVICES: ACLU Asks Court to Toss Chapter 11 Bankruptcy TEVA PHARMACEUTICALS: Fitch Alters Outlook on 'BB-' IDR to Positive THRASIO LLC: $740MM Bank Debt Trades at 60% Discount TRANSCENDIA HOLDINGS: $295MM Bank Debt Trades at 46% Discount TRAVELING BY GRACE: Seeks to Hire Fealy Law as Bankruptcy Counsel TRINITY PHARMACIES: Hires H. Anthony Hervol as Counsel TRP BRANDS: Hires Gensburg Calandriello & Kanter as Counsel TTM TECHNOLOGIES: Moody's Affirms Ba2 CFR, Outlook Remains Stable TUFFSTUFF FITNESS: Hires Hahn Fife & Company LLP as Accountant TWO RIVERS FARMS: Seeks to Hire White Oak Advisors as Accountant UGI INT'L: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable UNISYS CORP: Moody's Alters Outlook on 'B1' CFR to Negative UNITED SITE SERVICES: Lenders Tap Moelis for Financial Advice VALUE PRICE: Hires Keery McCue PLLC as Legal Counsel VIAVI SOLUTIONS: Fitch Lowers LongTerm IDR to 'BB-', Outlook Stable VICTORY CLEANING: Hires J Tenbrink & Associates as Accountant VISTRA ZERO: Fitch Assigns 'BB' Rating on $700M Secured Term Loan B VITAL ENERGY: Moody's Rates New Senior Unsecured Notes 'B2' VITAL ENERGY: S&P Rates New $575MM Senior Unsecured Notes B VIVO TECHNOLOGIES: Unsecureds to Split $45K over 60 Months WALTER'S TRANSPORT: Wins Cash Collateral Access Thru June 30 WESTERN DENTAL: $490MM Bank Debt Trades at 40% Discount WINDSOR TERRACE: $1MM DIP Loan for New Debtors Has Final OK WORKHORSE GROUP: Grant Thornton Raises Going Concern Doubt WW INTERNATIONAL: $945MM Bank Debt Trades at 53% Discount YELLOW CORP: New Injury Claims Procedures Okayed ZAGACITY TECH: Seeks to Extend Plan Exclusivity to May 30 ZEKELMAN INDUSTRIES: Moody's Rates Upsized $900MM Term Loan 'Ba3' [*] Moody's Takes Actions on 108 US Local Government Issuers [^] BOND PRICING: For the Week from March 11 to 15, 2024 ********* 124 PENN RESIDENCE: Seeks to Hire Leo Fox as Bankruptcy Counsel --------------------------------------------------------------- 124 Penn Residence LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Leo Fox, Esq., a New York City attorney, to handle its Chapter 11 case. Mr. Fox will render these services: a. give advice to the Debtor with respect to its powers and duties under the Bankruptcy Code; b. prepare legal papers and appear before the bankruptcy court; c. appear before the judge to protect the interests of the Debtor and represent the Debtor in all matters pending before the Bankruptcy Judge; d. meet with and negotiate with creditors and other parties for a plan of reorganization, prepare the plan and disclosure statement and attendant documents; and e. perform all other necessary legal services. The firm will be paid at these rates: Partners $450 per hour Associate $275 per hour Paralegal $75 per hour The retainer fee is $12,500. Leo Fox, 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. Mr. Fox holds office at: Leo Fox, Esq. 630 Third Avenue - 18th Floor New York, NY 10018 Tel: (212) 867-9595 Email: leo@leofoxlaw.com About 124 Penn Residence LLC The Debtor is primarily engaged in renting and leasing real estate properties. 124 Penn Residence LLC in Brooklyn NY, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 24-40559) on February 6, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Israel Perlmutter as sole member-manager, signed the petition. Judge Jil Mazer-Marino oversees the case. LAW OFFICE OF LEO FOX serve as the Debtor's legal counsel. 21ST CONDOS: Case Summary & One Unsecured Creditor -------------------------------------------------- Debtor: 21st Condos LLC 6108 Neilwood Dr. Rockville MD 20852 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 14, 2024 Court: United States Bankruptcy Court District of Columbia Case No.: 24-00078 Debtor's Counsel: Daniel Press, Esq. CHUNG & PRESS, P.C. 6718 Whittier Ave Ste 200 McLean, VA 22101 Tel: 703 734 3800 Email: dpress@chung-press.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Bailes as manager. The Debtor listed Next Bank International Inc. located at 268 Ponce de Leon Ave, Suite 1012, San Juan, PR, 00918 as its sole unsecured creditor holding a claim of $350,000. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/B6N7A5A/21st_Condos_LLC__dcbke-24-00078__0001.0.pdf?mcid=tGE4TAMA 3531 TRUCKING: Seeks to Hire Acosta Law P.C. as Counsel ------------------------------------------------------- 3531 Trucking, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Acosta Law, P.C. as counsel. The firm will render these services: i. provide analysis of the financial situation, and rendering advice and assistance to the Debtor; ii. advise the Debtor with respect to its rights, duties, and powers as a debtor in this case; iii. represent the Debtor at all hearings and other proceedings; iv. prepare and file of all appropriate petitions, schedules of assets and liabilities, statements of affairs, answers, motions and other legal papers as necessary to further the Debtor's interests and objectives; v. represent the Debtor at any meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; vi. represent the Debtor in all proceedings before the Court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; vii. prepare and file of a Disclosure Statement and Chapter 11 Plan of Reorganization; viii. assist the Debtor in analyzing the claims of the creditors and in negotiating with such creditors; and ix. assist to the Debtor in any matters relating to or arising out of the captioned case. The firm will be paid at these rates: Alex Olmedo Acosta $450 per hour Martin Lee Pack $350 per hour The firm will be paid a retainer in the amount of $51,800. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Alex O. Acosta, Esq., a partner at Acosta Law, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Alex O. Acosta, Esq. Acosta Law, P.C. 13831 Northwest Freeway, Suite 400 Houston TX 77040 Tel: (713) 980-9014 Fax: (713) 583-9554 Email: alex@theacostalawfirm.com About 3531 Trucking, Inc. 3531 Trucking sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-30084) on January 8, 2024, with up to $50,000 in assets and $1 million to $10 million in liabilities. Miguel Miranda, president, signed the petition. Alex O. Acosta, Esq., at Acosta Law, P.C. represents the Debtor as bankruptcy counsel. 3531 TRUCKING: Seeks to Hire Acosta Law P.C. as Counsel ------------------------------------------------------- 3531 Trucking, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Acosta Law, P.C. as counsel. The firm will provide these services: i. analyze the financial situation, and rendering advice and assistance to the Debtor; ii. advise the Debtor with respect to its rights, duties, and powers as a debtor in this case; iii. represent the Debtor at all hearings and other proceedings; iv. prepare and file of all appropriate petitions, schedules of assets and liabilities, statements of affairs, answers, motions and other legal papers as necessary to further the Debtor's interests and objectives; v. represent of the Debtor at any meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; vi. represent the Debtor in all proceedings before the Court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; vii. prepare and file of a Disclosure Statement and Chapter 11 Plan of Reorganization; viii. assist the Debtor in analyzing the claims of the creditors and in negotiating with such creditors; and ix. assist to the Debtor in any matters relating to or arising out of the captioned case. The firm will be paid at these rates: Alex Olmedo Acosta $450 per hour Martin Lee Pack $350 per hour The firm will be paid a retainer in the amount of $51,800. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Alex O. Acosta, Esq., a partner at Acosta Law, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Alex O. Acosta, Esq. Acosta Law, P.C. 13831 Northwest Freeway, Suite 400 Houston TX 77040 Tel: (713) 980-9014 Fax: (713) 583-9554 Email: alex@theacostalawfirm.com About 3531 Trucking, Inc. 3531 Trucking sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-30084) on January 8, 2024, with up to $50,000 in assets and $1 million to $10 million in liabilities. Miguel Miranda, president, signed the petition. Alex O. Acosta, Esq., at Acosta Law, P.C. represents the Debtor as bankruptcy counsel. 3651 ALTA MESA: Unsecureds Will Get 100% of Claims in Sale Plan --------------------------------------------------------------- 3651 Alta Mesa Drive Acquisitions LLC filed with the U.S. Bankruptcy Court for the Northern District of California a Disclosure Statement describing Plan of Reorganization dated March 11, 2024. The Debtor filed the instant Chapter 11 case to stop the attempted foreclosure of the real property located at 3651 Alta Mesa Drive, Studio City, CA 91604 ("Property") by the sole and senior mortgage holder. Manly Danh, is the current Managing Member of the Debtor and he has managed the Debtor's estate since the filing of the Chapter 11 Petition. The Debtor needs some time to sell the Property to save the equity in it (around $600K currently) or refinance out first loan with a fresh investor/lender to wait out the current market a bit until later in 2024 which would likely result in over a million in equity/profit. Other than this delinquent mortgage, the Debtor has minimal other debt but will be offering a repayment plan to all other bona-fide claimants as well via the proposed Plan of Reorganization. All claims/bona fide creditors shall be paid in full (including general unsecured creditors [aka Class 2 creditors] in one (1) lump sum payment made at the close of escrow of the sale of the Debtor's sole asset/real property located at 3651 Alta Mesa Drive, Studio City, CA 91604 ("Property") on or before September 1, 2024. Class 2 consists of General Unsecured Claims. Creditors will receive 100 percent of their allowed claims in 1 payment made at the close of escrow upon the sale of the Property. This Class shall be paid in full ($5,600.00) upon sale of the Property by September 1, 2024. This Class is impaired. Class 3 consists of Equity Security Holders of the Debtor. Class 3 shall be entitled to the net funds after sale and after ordinary and necessary expenses and plan payments. The Debtor will sell the Property by September 1, 2024, paying the secured creditors from the proceeds of the sale. Debtor will file a motion for approval of any such sale on 28 days' notice to lien holders unless the Plan is confirmed prior to the sale. A full-text copy of the Disclosure Statement dated March 11, 2024 is available at https://urlcurt.com/u?l=IwUEdk from PacerMonitor.com at no charge. Attorneys for the Debtor: Arasto Farsad, Esq. Nancy Weng, Esq. FARSAD LAW OFFICE, P.C. 1625 The Alameda, Suite 525 San Jose, CA 95126 Tel: (408) 641-9966 Fax: (408) 866-7334 Emails: farsadlaw1@gmail.com nancy@farsadlaw.com About 3651 Alta Mesa Drive Acquisitions 3651 Alta Mesa Drive Acquisitions LLC is a limited liability company in California. 3651 Alta Mesa Drive Acquisitions LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-50001) on Jan. 2, 2024. In the petition filed by Manly Danh the Debtor estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by Farsad Law Office, P.C. 530 DONELSON: Case Summary & 13 Unsecured Creditors --------------------------------------------------- Debtor: 530 Donelson, LLC 425 South Water Street, Suite 5 Gallatin, TN 37066 Business Description: 530 Donelson is engaged in activities related to real estate. Chapter 11 Petition Date: March 14, 2024 Court: United States Bankruptcy Court Middle District of Tennessee Case No.: 24-00879 Judge: Hon. Randal S. Mashburn Debtor's Counsel: Denis Graham "Gray" Waldron, Esq. DUNHAM HILDEBRAND, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Tel: 629-777-6519 Fax: 615 777 3765 E-mail: gray@dhnashville.com Total Assets: $0 Total Liabilities: $10,494,142 The petition was signed by Eric Lowman as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GLHIYTI/530_Donelson_LLC__tnmbke-24-00879__0001.0.pdf?mcid=tGE4TAMA 5703 9TH: Seeks to Hire Long & Foster as Real Estate Broker ----------------------------------------------------------- 5703 9th, LLC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ Long & Foster Real Estate Co. as real estate broker. Long & Foster will market and sell the Debtor's real property located at 5703 9th Street, NW, Washington DC. The firm will be paid a commission of 5 percent of the sale price, plus flat fee of $395. It will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Dwight Pearson Long & Foster Real Estate Co. 20 Chevy Chase Circle N.W. Washington, DC 20015 Tel: (202) 210-4174 About 5703 9th, LLC 5703 9th, LLC is a limited liability company formed under the laws of the District of Columbia on October 27, 2021. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 23-00131) on May 16, 2023. At the time of filing, the Debtor estimated $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Brent C. Strickland, Esq. at Whiteford Taylor & Preston, is the Debtor's counsel. 5D CARGO EXPRESS: Case Summary & Eight Unsecured Creditors ---------------------------------------------------------- Debtor: 5D Cargo Express, Inc. 805 Hallmark Dr. Laredo, TX 78045 Chapter 11 Petition Date: March 15, 2024 Court: United States Bankruptcy Court Southern District of Texas Case No.: 24-50034 Judge: Hon. Jeffrey P Norman Debtor's Counsel: Steven G. Cennamo, Esq. LAW OFFICE OF CENNAMO & WERNER 8546 Broadway Ste 100 San Antonio TX 78217-6345 Tel: (210) 905-0529 Fax: (210) 905-0529 E-mail: scennamo@cennamowernerlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Carlos F. Grajeda as president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZBNVPLY/5D_Cargo_Express_Inc__txsbke-24-50034__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Eight Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Ascentium Capital $214,641 23970 Highway 59 North Kingwood, TX 77339-1535 2. Bank of America $216,716 3030 Cross Creek Parkway 2nd Floor Grosse Pointe, MI 48236 3. Daimler Truck Financial $431,603 4372 Heritage Parkway, Suite 40 Fort Worth, TX 76177 4. First One Business Bank $249,764 17335 Golf Parkway Brookfield, WI 53045 5. Hyundai Translead Trailer Finance $18,797 655 Business Center Drive, Suite 250 Horsham, PA 19044 6. Midland Equipment $45,718 1801 Park 270 Drive Suite 200 Saint Louis, MO 63146 7. Santander Consumer USA $44,765 Attn: Bankruptcy 3 Huntington Quad Suite 101N Melville, NY 11747 8. Sumitomio Mitsui Finance $0.10 666 Third Avenue 8th Floor New York, NY 10017 AAA ABC ACQUISITION: Taps Law Office of Carolyn A. Dye as Counsel ----------------------------------------------------------------- AAA ABC Acquisition, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire the Law Office of Carolyn A. Dye as its general bankruptcy counsel. The firm will render these services: (a) provide Debtor with legal advice and guidance with respect to the powers, duties, rights and obligations of a debtor in possession and to provide assistance with analysis and negotiations of resolving claims made against it by Cho and Atterman and other litigants and to maximize the return to creditors; (b) provide general representation and counsel on matters relating to the Chapter 11 administration; (c) provide assistance in the investigation and determination of the estate's assets and liabilities; (d) provide advice regarding and to fix and determine the extent of any security interest and claims of creditors; (e) assist the Debtor in any legal matters that might arise as a result of its business; (f) provide assistance with collection of accounts receivable; (g) provide advice regarding other claims of unsecured creditors, including prosecution of claims for and defense of all actions, as appropriate; (h) provide additional litigation services that will be required to confirm a plan; (i) appear for and represent the Debtor at Court hearings as appropriate, including preparation of the necessary motions, notices, orders, a plan of reorganization and disclosure statement and any other pleadings that may be required for the orderly administration of the estate; (j) investigate and, if appropriate, commence litigation to avoid transfers of property fraudulently conveyed; (k) assist Debtor in resolving any disputed claims and, if appropriate, prepare objections; and (l) assist with any other matters as necessary to ensure the Debtor's actions in its administration of the estate comply with the Bankruptcy Code and other applicable law. The firm will be paid at these rates: Carolyn A. Dye $600 per hour Karissa De La Trinidad $180 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The retainer fee is $10,000. Carolyn A. Dye, Esq., a partner at Law Office of Carolyn A. Dye, 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: Carolyn A. Dye, Esq. Law Office of Carolyn A. Dye 15030 Ventura Blvd., Suite 527 Sherman Oaks, CA 91403 Telephone: (818) 287-7003 Facsimile: (323) 987-5763 Email: cdye@cadye.com About AAA ABC Acquisition, LLC AAA ABC Acquisition, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11384) on Feb. 25, 2024, listing $10 million to $50 million in both assets and liabilities. The petition was signed by Adam Bold, Board Member. Judge Vincent P. Zurzolo presides over the case. Carolyn A. Dye, Esq. at the LAW OFFICE OF CAROLYN A. DYE represents the Debtor as counsel. ACME HOSPITALITY: Hires Roderick Linton as Counsel -------------------------------------------------- ACME Hospitality, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Roderick Linton Belfance, LLP as counsel. The firm's services include: (a) advising Debtor with respect to their powers and duties as debtor-in-possession in the continued operation of the business; (b) advising Debtor with respect to all bankruptcy matters; (c) preparing all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the estates of Debtor; (d) representing Debtor at all hearings on matters relating to its affairs and interests as debtor-in-possession before this Court and protecting the interests of Debtor; (e) prosecuting and defending litigated matters that may arise during these cases, including such matters as may be necessary for the protection of Debtor’s rights, the preservation of estate assets, or Debtor’s successful reorganization; (f) advising Debtor with respect to other legal matters that may arise during the pendency of the case; and (g) performing other legal services that are necessary for the economic and efficient administration of the case. The firm will be paid at these rates: Partner Attorneys $290 to $350 per hour Associate & Of Counsel Attorneys $225 to $290 per hour Paralegals $125 to $165 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received from the Debtor a retainer of $16,738. 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 Tel: (330) 434-3000 Fax: (330) 434-9220 Email: sheimberger@rlbllp.com About ACME Hospitality, LLC ACME Hospitality, LLC owns and operates Moxies Grille, a family owned and operated restaurant founded in 2011 and known for scratch-made, homestyle meals. The Debtor filed Chapter 11 petition (Bankr. N.D. Ohio Case No. 24-50077) on January 22, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Jerad Miller, sole member, signed the petition. Judge Alan M. Koschik oversees the case. Steven J. Heimberger, Esq., at Roderick Linton Belfance, LLP represents the Debtor as legal counsel. AEROCISION PARENT: Seeks to Extend Plan Exclusivity to April 11 --------------------------------------------------------------- AeroCision Parent, LLC, and affiliates asked the U.S. Bankruptcy Court for the District of Delaware to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to April 11 and June 10, 2024, respectively. The Debtors explain that they have continued to address critical case-management issues while simultaneously developing the Combined Disclosure Statement and Plan in collaboration with their major stakeholders and working to consensually resolve various disputes related thereto in the two and half months since the First Exclusivity Order was entered. The Debtors submit that their extensive efforts to work with parties and confirm a consensual chapter 11 plan over the past seven months, first with respect to the Prepackaged Plan and now the Combined Disclosure Statement and Plan, speak to the complexity of these chapter 11 cases and warrant the requested extension of the Exclusive Periods. The Debtors claim that they have filed the Combined Disclosure Statement and Plan and it was approved by the Court on an interim basis for solicitation purposes as containing adequate information. The Debtors have worked with their major constituents to resolve outstanding issues and are optimistic that the Combined Disclosure Statement and Plan will be confirmed at the Confirmation Hearing. Accordingly, the Debtors submit that this factor weighs in favor of extending the Exclusive Periods. The Debtors assert that the requested extension of the Exclusive Periods will not prejudice the legitimate interests of postpetition creditors, as the Debtors continue to make timely payments on their undisputed postpetition obligations. As such, this factor also weighs in favor of allowing the Debtors to extend the Exclusive Periods. The Debtors further assert that they have no ulterior motive in seeking an extension of the Exclusive Periods. The Debtors have worked diligently over the past few months to preserve the value of their assets during the pendency of these chapter 11 cases and require the extension sought by this Motion. The Debtors are not seeking an extension to pressure creditors or other parties in interest, the Debtors are optimistic that the Combined Disclosure Statement and Plan will be confirmed at the Confirmation Hearing. Counsel to the Debtors: Michael R. Nestor, Esq. Andrew L. Magaziner, Esq. Elizabeth S. Justison, Esq. Shella Borovinskaya, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: mnestor@ycst.com amagaziner@ycst.com ejustison@ycst.com sborovinskaya@ycst.com About AeroCision Parent AeroCision Parent, LLC and affiliates are are part of an organization known as Bromford Group, a global manufacturing business in the aerospace, defense, and power generation industry that was founded in the United Kingdom in 1973. Bromford supplies turbine engine and related components to all major OEM's, including many of the industry's most prominent manufacturers, like General Electric Aviation, Pratt & Whitney, and Rolls Royce, among others. The manufacturers use Bromford's components to manufacture engines for aircraft and other vehicles. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11032) on July 31, 2023. In the petition signed by David Nolletti, chief restructuring officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Karen B. Owens oversees the case. Young Conaway Stargatt & Taylor, LLP represents the Debtors as legal counsel, Riveron Consulting, LLC as restructuring advisor, Jefferies LLC as investment banker, and Epiq Corporate Restructuring, LLC as notice, claims, solicitation and balloting agent and administrative advisor. ALCHEMICAL SOLUTIONS: Hires Keith Y. Boyd P.C. as Counsel --------------------------------------------------------- Alchemical Solutions, LLC seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ The Law Offices of Keith Y. Boyd to handle its Chapter 11 case. The firm will be paid at these rates: Keith Y. Boyd $400 per hour Melissa A. Arnold, ACP $150 per hour Law Clerk $200 per hour Legal Assistants $50 to $100 per hour The firm received from the Debtor a retainer of $12,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Keith Y. Boyd, Esq., a partner at The Law Offices of Keith Y. Boyd, 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: Keith Y. Boyd, Esq. The Law Offices of Keith Y. Boyd 724 S. Central Ave., Suite 106 Medford, OR 97501 Tel: (541) 973-2422 Fax: (541) 973-2426 Email: keith@boydlegal.net About Alchemical Solutions, LLC The Organic Alcohol Company is Oregon's first and oldest certified organic distillery. The Company sells certified organic, pharmaceutical grade 190-proof and 200-proof neutral corn, grape, wheat, and cane alcohol in both small and large quantities. The Company provides a variety of organic, non-GMO, gluten-free, and vegan high-quality pure spirits. Alchemical Solutions, LLC in Ashland, OR, filed its voluntary petition for Chapter 11 protection (Bankr. D. Or. Case No. 24-60356) on February 20, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Aaren Glover as authorized representative of the Debtor, signed the petition. Judge Thomas M. Renn oversees the case. KEITH Y. BOYD, PC serve as the Debtor's legal counsel. ALL AMERICA TRADING: Unsecureds Will Get 100% of Claims in Plan --------------------------------------------------------------- All America Trading, LLC, submitted a Fourth Amended Subchapter V Plan of Reorganization dated March 7, 2024. This Plan provides for 1 class of priority unsecured creditors; twelve (1) class of the secured claims of the MCA Lenders; 1 class of general unsecured claims; and 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 100% under this Plan within 10 days of the Effective Date of this Plan. This Plan also provides for the payment of administrative and priority claims in full. Class 1 consists of Priority claims. Class 1 is unimpaired by this Plan. The Florida Department of Revenue is the only creditor in Class 1. Each holder of a Class 1 Priority Claim will be paid in full, in cash, upon the later of the effective date of this Plan, or the date on which such claim is allowed by a final non-appealable order. Class 2 consists of the secured claim of The Fundworks, LLC, who filed a timely proof of claim in the amount of $99,450.00. Upon consent of the parties, in exchange for voting in favor of the Debtor's Plan, Fundworks shall have an allowed secured claim which the Debtor shall pay in full, amortized over 60 monthly equal payments at the fixed Till interest rate of 10.5% interest per annum. The monthly payment amount shall be $2,137.50 for 60 months. Class 3 consists of General Unsecured Creditors (PNC Bank). Class 3 consists of all allowed general unsecured claims. The only creditor in Class 3 is PNC Bank, who holds an allowed unsecured claim in the amount of $4085.57. PNC Bank shall be paid 100% of its allowed claim in one lump sum payment of $4085.57 no later than 10 days following the Effective Date of the Plan. Class 3 is unimpaired. Class 4 consists of all membership interests, warrants, and equity interests currently issued or authorized in the Debtor. Holders of Class 4 claims shall retain their full equity interest in the same amounts, percentages, manner and structure as existed on the Petition Date. 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 Fourth Amended Plan dated March 7, 2024 is available at https://urlcurt.com/u?l=bknSkT from PacerMonitor.com at no charge. Counsel for the 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. ALTICE USA INC: Charter Communications Plans to Takeover Company ---------------------------------------------------------------- Charter Communications (CHTR.O), opens new tab is weighing a takeover of broadband service provider Altice USA (ATUS.N), opens new tab, Bloomberg News reported, according to people familiar with the matter. It was unclear whether a formal approach has been made, the report said, adding that Charter could decide not to pursue a transaction. Charter and Altice USA declined to comment on the report, when contacted by Reuters. Altice USA has a market cap of about $1 billion and a debt pile of $25 billion, and if Charter were to buy the company outside of a debt restructuring, it would have to pay full value for that debt. The potential takeover news comes weeks after Charter posted a surprise drop in broadband subscribers, as it grappled with promotional offerings from rivals in a highly saturated market. About Altice USA Inc. Altice is an American cable television provider. ALTUS JOBS: Case Summary & Seven Unsecured Creditors ---------------------------------------------------- Debtor: Altus Jobs, LLC 2600 Lake Lucien Dr, Suite 109 Maitland, FL 32751 Business Description: Altus Jobs is a recruiting firm, specializing in the high-demand Architectural, Engineering, and Construction market. Chapter 11 Petition Date: March 15, 2024 Court: United States Bankruptcy Court Middle of District of Florida Case No.: 24-01274 Judge: Hon. Lori V. Vaughan Debtor's Counsel: Frank M. Wolff, Esq. NARDELLA & NARDELLA, PLLC 135 W. Central Blvd., Ste. 300 Orlando, FL 32801 Tel: 407-966-2680 Fax: 407-966-2681 Total Assets: $1,196,512 Total Liabilities: $319,055 The petition was signed by Saum D. Sharifi as president. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3ORHXGY/Altus_Jobs_LLC__flmbke-24-01274__0001.0.pdf?mcid=tGE4TAMA AMERICAN BUILDERS: Moody's Ups CFR to Ba1, Outlook Remains Stable ----------------------------------------------------------------- Moody's Ratings upgraded American Builders & Contractors Supply Co.'s ("ABC Supply") corporate family rating to Ba1 from Ba2, probability of default rating to Ba1-PD from Ba2-PD and senior unsecured notes to Ba3 from B1. Moody's also affirmed the company's senior secured term loan rating and senior secured notes rating at Ba2. The outlook is maintained at stable. "The upgrade of the CFR recognizes ABC Supply's resilient operating performance, strong market position and maintenance of a conservative financial policy", said Griselda Bisono, Moody's Vice President-Senior Analyst. "While Moody's expect operating margins to modestly contract in 2024 due to softening repair and remodel fundamentals, ABC Supply's strong credit metrics and robust liquidity provide capacity to absorb a modest industry contraction" adds Bisono. The affirmation of the senior secured term loan rating at Ba2 positions the term loan one notch below the company's CFR. With the upgrade of the CFR at Ba1, the company's expected loss is lower, which impacted the notching of the term loan relative to the CFR. Notching of the senior secured term loan is also impacted by its subordination to the ABL (revolver and term loan), which has grown in size over the last year. The Ba3 rating on the unsecured notes reflect their most junior position in the capital structure relative to all of the company's debt. Given this most junior position in the capital structure, Moody's applied a one notch downward override to the Loss Given Default for Speculative-Grade Companies methodology outcome for the unsecured notes. The stable outlook reflects Moody's expectation that ABC Supply will benefit from inelastic demand for roofing products, which make up over half of the company's revenues. A very good liquidity also supports the stable outlook. RATINGS RATIONALE ABC Supply's Ba1 CFR reflects Moody's expectation of contracting, but still solid, operating performance over the next 12 to 18 months, driven by improving residential new construction activity and inelastic demand for roofing products, but offset by softer demand for interior products. This will result in a modest decline in operating margins to about 8.5-9.0% in 2024, which is still quite healthy for a distributor, from about 10% in 2023. Moody's projects other key credit metrics to also remain strong over the next 18 months, including adjusted retained cash flow-to-debt maintained between 25-27% and adjusted debt-to-EBITDA sustained at or below 2.0x. Constraints to the rating include ongoing cash consumption for dividends and strong competition within the residential building products distribution space, which can create significant pricing pressures in order to gain market share. Moody's expects the company to maintain very good liquidity over the next 18 months. Moody's assessment of the company's liquidity incorporates strong free cash flow generation, ample availability on the company's $1.5 billion ABL revolver, no near-term maturities and plenty of cushion on financial covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if ABC Supply maintains very good liquidity and conservative financial policies, as well as demonstrate strong corporate governance practices. An upgrade would also require the company move toward a capital structure that ensures maximum financial flexibility, which includes being predominantly unsecured. Finally, an upgrade would require Moody's adjusted debt-to-EBITDA to be sustained below 2.0x. A ratings downgrade could result if Moody's adjusted debt-to-EBITDA is sustained above 3.0x, if financial strategies become more aggressive or if there is a deterioration of liquidity. ABC Supply, headquartered in Beloit, Wisconsin, is one of the largest wholesale distributors of building materials in the US. For the twelve months ended September 30, 2023 the company generated about $19.8 billion of revenues. The principal methodology used in these ratings was Distribution and Supply Chain Services published in February 2023. AMTECH SYSTEMS: All Four Proposals Passed at Annual Meeting ----------------------------------------------------------- Amtech Systems, Inc. held its 2024 annual meeting of shareholders during which the stockholders: 1. Robert C. Daigle, Lisa D. Gibbs, Robert M. Averick, Michael Garnreiter, and Michael M. Ludwig were elected to serve a one-year term on the Company's board of directors; 2. Ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year 2024; 3. Approved, on an advisory basis, the compensation of the named executive officers; 4. Voted in favor of one year on the proposal concerning the frequency of future advisory vote on named executive officers' compensation. A full-text copy of the voting results filed on Form 8-K with the Securities and Exchange Commission is available at https://tinyurl.com/5n7hm734 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. APEX TOOL: Moody's Affirms Caa2 CFR, Outlook Remains Negative ------------------------------------------------------------- Moody's Ratings affirmed Apex Tool Group, LLC.'s Caa2 corporate family rating and its Caa2-PD probability of default rating. At the same time, Moody's appended a limited default designation ("/LD") to the PDR, following the completion of the company's distressed exchange. Moody's also affirmed the Caa3 rating on the company's existing senior secured first lien bank credit facility and the Ca rating on its existing senior secured second lien term loan. Concurrently, Moody's assigned a B2 rating on Apex's newly issued senior secured 1st lien delayed draw term loan (DDTL), a B3 rating on the newly issued senior secured first lien term loan A, and a Caa2 rating on the newly issued senior secured first lien term loan B. The rating outlook is maintained at negative. The rating action reflects the closing of Apex's exchange offer to solicit the existing first lien and the second lien term loan lenders to exchange into new Tranche A and Tranche B first lien term loans at discounted prices. Over 90% of the existing first lien and the second lien term loan lenders consented to the offer. The remaining first lien term loans lenders are in a subordinated position relative to the new first lien term loans. Moody's considered this up-tiering transaction a default and appended a "/LD" designation to Apex's PDR. Moody's will remove the "/LD" designation from the company's PDR in approximately three business days. "The affirmation of the Caa2 CFR reflects Moody's expectation that Apex will generate negative funds from operation and negative free cash flow at least for the next 12-18 months although its external liquidity has improved after the debt restructuring," said Motoki Yanase, VP - Senior Credit Officer at Moody's. Governance considerations are relevant to the rating action, including risks from an aggressive financial policy with an elevated debt load under the private equity ownership. RATINGS RATIONALE The restructuring of Apex's capital structure improved the company's external liquidity with the new DDTL up to $125 million. At closing of the exchange offer, the company has drawn $50 million from the DDTL. The company can also choose to pay a portion of pay-in-kind (PIK) interest on the new Tranche A and Tranche B first lien term loans, which will help alleviate the company's cash outflow. However, Moody's expects Apex will have limited cash flow generation capability with negative funds from operations and only modest improvement in EBITDA for the next 12-18 months. As a result, Moody's expects the company's leverage to stay at a high level of around 10x for 2024, which keeps high refinancing risk for Apex as its US receivables securitization program expires in September 2025. Moody's expects Apex to have weak liquidity over the next 12-18 months. This considers the company's weak internal cash flow sources based on the negative free cash flow Moody's expects during the period, partly counterbalanced with improved external liquidity sources with the new DDTL expiring in 2028. The new DDTL is rated B2, three notches above the Caa2 CFR. The B2 rating reflects the loan's priority in payment ahead of the Tranche A and Tranche B first-lien term loans, revolver and remaining term loans in the event of default. The loan's rating is one notch below the rating Moody's would assign based on its loss given default (LGD) model derived outcome. The negative override of the LGD model rating reflects Moody's view of a lower recovery rate in the event of default. The new Tranche A first-lien term loan is rated B3, two notches above the CFR. The B3 rating reflects the loan's priority in payment ahead of the Tranche B first-lien term loan, revolver and remaining term loans in the event of default. The loan's rating is also one notch below the rating Moody's would assign based on its LGD model derived outcome. The negative override of the LGD model rating reflects Moody's view of a lower recovery rate in the event of default. The new Tranche B first-lien term loan is rated Caa2, on par with the CFR. The Caa2 rating reflects the loan's priority in payment ahead of the revolver and the existing term loans before the exchange, but junior to the DDTL and the Tranche A first-lien term loan. The company's existing senior secured bank credit facility, including a revolving credit facility and a term loan, is rated Caa3, one notch below the CFR. The Caa3 rating results from the facility's subordination to the DDTL, and the Tranche A and B first-lien term loans into which the majority of this loan was exchanged. The company's existing second-lien senior secured term loan is rated Ca, two notches below the CFR. The lower rating results from its subordination to DDTL, the Tranche A and Tranche B first-lien term loans, and the senior secured bank credit facility. The loan's rating is one notch below the rating Moody's would assign based on its LGD model derived outcome, reflecting Moody's view of a lower recovery rate relative to the senior secured bank credit facility in the events of default. The negative outlook reflects Apex's high leverage, modest recovery in profit, and negative funds from operation Moody's expects for the next 12-18 months. ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS Governance is key consideration among the environmental, social and governance (ESG) factors for Apex's rating. The company's exposure to governance risks reflects its aggressive financial strategy and risk management, including elevated debt load even after the debt restructuring. The governance score also reflects the distressed exchange to address Apex's liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if Apex meaningfully recovers its profit and attains a more sustainable capital structure. Moody's also expects the company to maintain at least adequate liquidity before considering an upgrade. Moody's could further downgrade the ratings if Apex fails to improve its sales and cash flow generation. A deterioration in its liquidity, increased likelihood of another debt restructuring, and an expectation of weaker recovery in the event of default could also lead to a downgrade. The principal methodology used in these ratings was Manufacturing published in September 2021. Apex Tool Group, LLC., headquartered in Charlotte, North Carolina, is a global manufacturer of hand and power tools for industrial, commercial, and retail customers. Bain Capital Partners, LLC, through its affiliates, is the owner of Apex. The company recorded about $1.4 billion of revenues for the twelve months that ended September 2023. APEX TOOL: S&P Upgrades ICR to 'CCC+' on Completed Debt Exchanges ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on private U.S. tool manufacturer Apex Tool Group LLC to 'CCC+' from 'SD' (selective default) and assigned its 'CCC+' issue-level rating and '3' recovery rating to its new first-lien DDTL, tranche A first-lien term loan, and tranche B first-lien term loan. S&P said, "The negative outlook reflects our expectation that the company's weaker power tool and flat hand tool volumes will pressure its S&P Global Ratings-adjusted leverage, causing its debt to EBITDA to remain above 10x (with EBITDA interest coverage of below 1x) over the next 12 months. If this occurs, we would view its capital structure as unsustainable absent a significant improvement in its profitability. "Though marginally improved, we continue to view Apex's capital structure as unsustainable absent a significant improvement in its profitability. The company has completed its debt exchanges, which we viewed as distressed because its creditors received less than they were originally promised under the obligations. As part of the transaction, Apex swapped senior first-lien tranche A and B term loans for its existing first- and second-lien term loans. The company also issued a $125 million senior first-lien DDTL. Overall, we view these changes as marginally positive because they enabled Apex to reduce its reported debt and interest costs while improving its liquidity. "Despite these marginally positive implications, the company continues to maintain a substantial debt load. Apex will continue to face interest expense from its outstanding debt, which will likely limit its ability to generate positive free operating cash flow (FOCF) in fiscal year 2024. As such, we continue to believe that the company is reliant on favorable economic and business conditions to meet its debt obligations over the next year. "We expect Apex's S&P Global Ratings-adjusted debt to EBITDA will improve in fiscal year 2024 but remain elevated. As of Sept. 30, 2023, the company's S&P Global Ratings-adjusted debt to EBITDA was 15.8x on a rolling-12-month basis due to weaker volumes from its hand tools segment, higher interest expense, and material cost inflation, which were partially offset by steady power tool volumes and its realization of the benefits from its price increases. Apex sequentially improved its quarterly EBITDA through the second and third quarters of fiscal year 2023 by improving its margins and increasing volumes. The company has yet to report its results for the fourth quarter of 2023 or fiscal year 2024, though we believe its results will show a marginal improvement in its credit metrics. While we expect Apex's hand tool volumes to improve in fiscal year 2024, we believe lower power tool volumes and persistent inflationary costs will curtail any significant improvement in its leverage. Therefore, we forecast the company's S&P Global Ratings-adjusted leverage will remain above 10x for fiscal year 2024. "The negative outlook reflects our expectation that the company's weaker power tool and flat hand tool volumes will pressure its S&P Global Ratings-adjusted leverage, causing its debt to EBITDA to remain above 10x (with EBITDA interest coverage of below 1x) over the next 12 months." S&P could lower its rating on Apex over the next 6-12 months if: -- The company's operating performance further declines such that S&P believes it will not be able to meet its debt obligations; -- S&P assesses its liquidity as weak; or -- It undertakes another debt exchange or restructuring that S&P views as distressed. Although unlikely in the next 12 months, S&P could raise its rating on Apex if its demand and performance improve such that it generates positive FOCF, reduces its leverage below 8x, and raises its EBITDA interest coverage toward 2x on a sustained basis. APOLLO GLOBAL: Considers Possible CareerBuilder Merger & Other Firm ------------------------------------------------------------------- Erin Hudson of Bloomberg Law reports that Apollo Global Management Inc. has held talks with the lenders of its portfolio company CareerBuilder about potentially merging the job-search website with another firm, according to people familiar with the matter. The talks are preliminary and plans could change, said the people, who asked not to be named because the conversations are private. A drop in subscription renewals during the pandemic and a slower-than-anticipated roll-out of a new go-to-market strategy impacted CareerBuilder’s performance, according to a 2021 S&P Global Ratings note. Last 2023, CareerBuilder extended the maturity of its first-lien loan. About Apollo Global Management Apollo Global Management, Inc. -- http://www.apollo.com/-- is an American private equity firm. ARALIFE CASE: Seeks to Hire Agentis PLLC as Counsel --------------------------------------------------- Aralife Case Management Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Agentis PLLC as counsel. The firm will render these services: a. advise the Debtor with respect to its powers and duties as debtor-in possession and the continued management of its affairs; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interests of the Debtor and the estate in all matters pending before the Court; and e. represent the Debtor in negotiations with its creditors in the preparation of a plan. The firm will be paid as follows: Attorneys $365 to $665 per hour Paralegals $120 to $250 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jacqueline Calderin, Esq., a shareholder of Agentis, 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: Jacqueline Calderin, Esq. Agentis PLLC 45 Almeria Avenue Coral Gables, FL 33134 Telephone: (305) 722-2002 Email: jc@agentislaw.com About Aralife Case Management Services, Inc Aralife Case Management Services, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11520) on February 17, 2024, with up to $500,000 in assets and up to $50,000 in liabilities. Jacqueline Calderin, Esq., represents the Debtor as legal counsel. ARIZONA INDUSTRIAL: S&P Lowers 2019BC Bond Ratings to 'D(sf)' ------------------------------------------------------------- S&P Global Ratings lowered its rating to 'D(sf)' from 'CCC-(sf)' on the Arizona Industrial Development Authority's series 2019B and 2019C senior living revenue bonds (Great Lakes Senior Living Communities LLC Project [GLSLC LLC]). At the same time, S&P lowered its rating to 'CC(sf)' from 'CCC-(sf)' on the authority's series 2019A senior living revenue bonds, also issued for GLSLC LLC. In addition, S&P removed the ratings from CreditWatch, where they were placed with negative implications on Dec. 21, 2023. The outlook is not meaningful for series 2019B and 2019C bonds and negative for the series 2019A bonds. "The 'D' rating on the 2019B and 2019C bonds follows the nonpayment of bond principal for those series on the Jan. 1, 2024, debt service payment date," said S&P Global Ratings credit analyst Daniel Pulter. "The downgrade of the rating to 'CC' on the 2019A bonds reflects further deterioration of the transaction's credit quality following a second consecutive draw on the series 2019B and 2019C debt service reserve funds to pay series B and C interest on Jan. 1, 2024, resulting in severely depleted transaction reserves and indicating a lower likelihood that the borrower will meet its financial obligations on time and in full on the 2019A bonds," Mr. Pulter added. The 2019 issuance consists of five tranches of debt, of which S&P rates the series A, B and C bonds. The series 2019A, B, and C bonds are special limited obligations of the issuer, payable by the issuer solely from, and secured exclusively by, the trust estate and not from any other fund or source of the issuer. GLSLC LLC, as borrower, agreed to pay all project revenues to the trustee for deposit in the revenue fund and application in accordance with the trust indenture. Proceeds of the bonds funded debt service reserve funds for the series B and C bonds. As of fiscal year-end Dec. 31, 2023, $376.2 million in series 2019 bonds remained outstanding, along with an additional $19.5 million in fourth- and fifth-tier parity bonds, issued in 2021 to address project capital expenditure needs. S&P said, "We understand that nonpayment of bond principal does not constitute an event of default under the current forbearance agreement, and the trustee has therefore not declared an event of default under the bond documents. Notwithstanding the terms separately agreed to by the parties under the forbearance agreement, our downgrade of the series B and C bonds reflects that payment on these bonds was not made on time and in full on the Jan. 1, 2024 debt service payment date set forth in the bond documents. Under our "Ratings Definitions," published June 9, 2023, the 'D' rating category applies when payments on an obligation are not made in accordance with the terms of the obligation (or within the earlier of the stated grace period or the next 30 calendar days). "The 'CC' rating on the senior 2019A bonds reflects our opinion that the bonds are currently highly vulnerable to nonpayment, and our expectation that default or nonpayment are a virtual certainty, with specific default scenarios that are envisioned over the next 12 months. "The negative outlook for the series 2019A bonds reflects our expectation that financial distress will likely continue in all but the most optimistic scenarios for project performance. Even if the project experiences a sharp near-term improvement in occupancy rates and net cash flow in line with management's expectations, it remains unclear that available net cash flow will be sufficient to cover the series 2019A debt service on the July 1 interest payment date, or the Jan. 1, 2025, principal-and-interest-payment date." ASTRO ONE: $525MM Bank Debt Trades at 49% Discount -------------------------------------------------- Participations in a syndicated loan under which Astro One Acquisition Corp is a borrower were trading in the secondary market around 50.7 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $525 million facility is a Term loan that is scheduled to mature on October 25, 2028. About $514.5 million of the loan is withdrawn and outstanding. Founded in 2021 and based in the US, Astro One Acquisition Corporation is a merged entity of Petmate and Brody. Both companies engage in the production and distribution of pet products such as cat waste management products, toys, kennels, shelters, chews, and feeding and watering products. ATHERSYS INC: Healios K.K. Designated as Winning Bidder ------------------------------------------------------- Athersys Inc. said it has designated Healios K.K. as the winning bidder after the company did not receive competing bids. In a filing with the U.S. Bankruptcy Court for the Northern District of Ohio, Athersys disclosed the cancellation of the auction for substantially all assets of the company and its affiliates after it did not receive rival bids by the Feb. 29 deadline. Healios, the company's lender, was designated as the stalking horse bidder under the bankruptcy court's order issued on Feb. 13. The lender offered a purchase price of $2 million in the form of a credit bid. Athersys said it will seek court approval to sell the assets to Healios at the court hearing scheduled for March 19, at 10:00 a.m. (prevailing Eastern Time). About Athersys Inc. Athersys, Inc. is a clinical-stage biotechnology company developing novel and proprietary best-in-class therapies designed to extend and enhance the quality of human life. It is based in Cleveland, Ohio. Athersys and its affiliates concurrently filed voluntary Chapter 11 petitions (Bankr. N.D. Ohio Lead Case No. 24-10043) on Jan. 5, 2024. At the time of the filing, Athersys reported $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Jessica E. Price Smith presides over the cases. The Debtors tapped Nicholas Miller, Esq. at McDonald Hopkins, LLC as legal counsel; Outcome Capital, LLC as investment banker; and Ankura Consulting Group, LLC as financial advisor. Kasey Rosado, senior managing director at Ankura, serves as the Debtors' interim chief financial officer. ATLANTA PEDIATRIC: Wins Cash Collateral Access on Final Basis ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, authorized Atlanta Pediatric Therapy, Inc. to use cash collateral, on a final basis, in accordance with the budget, with a 15% variance, through confirmation of the Debtor's Chapter 11 Plan, or until the case is converted or dismissed, whichever first occurs. The Debtor requires the use of cash collateral to pay its labor force and its other operating expenses. CFG Merchant Solutions, LLC, Corporation Service Company, as representative, CT Corporation Systems, as representative, Eminent Funding LLC, Forest Capital Management, LLC, Funding Metrics LLC d/b/a Lendini, Fundr Capital, Inc. d/b/a Fundr, Liquidibee 1, LLC d/b/a Liquidibee, Payroll Funding Company LLC, and the U.S. Small Business Administration assert interests in the Debtor's cash collateral as detailed in the Motion. The Debtor is authorized to fund a post-petition escrow for payment of the Subchapter V Trustee’s fees in the amount of $1,000 per month to be held in escrow by the Subchapter V Trustee pending further order of the Court. Compensation will be paid and expenses reimbursed to the Subchapter V Trustee only pursuant to an application filed and approved by this Court pursuant to 11 U.S.C. Sections 330, 331, and Federal Rule of Bankruptcy Procedure 2016, unless the Court orders otherwise. As adequate protection, the Lenders are granted a valid, attached, choate, enforceable, perfected and continuing security interest in, and liens upon all post-petition assets of the Debtor of the same character, type, to the same nature, extent and validity as the liens and encumbrances of Respondents' attached to the Debtor's assets pre-petition to the extent the secured value of such interest was diminished by Debtor's use of cash collateral. The security interest in, and liens upon the Post-Petition Collateral will have the same validity as existed between Respondents, the Debtor, and all other creditors or claimants against the Debtor's estate on the Petition Date. As further adequate protection, on or before March 21, 2024 and every four weeks thereafter, the Debtor will make payment to the SBA in the amount of: (i) $1,000 for March, April, and May, 2024 and (ii) $1,750 starting in June 2024 and continuing for the duration of the Bankruptcy Case. These events constitute an "Event of Default": (i) the conversion or dismissal of the case; or (ii) the appointment of an examiner or a trustee with expanded powers in the case; and (iii) the Debtor's failure to comply with the Order. A copy of the order is available at https://urlcurt.com/u?l=2qDJC9 from PacerMonitor.com. About Atlanta Pediatric Therapy, Inc. Atlanta Pediatric Therapy, Inc. is a speech pathologist in Georgia. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-51457) on February 7, 2024, with up to $50,000 in assets and $1 million to $10 million in liabilities. George Rosero, president, signed the petition. Judge Wendy L. Hagenau oversees the case. Cameron M. McCord, Esq., at Jones & Walden, LLC represents the Debtor as legal counsel. ATLAS JAMES: Hires Orville & McDonald as Legal Counsel ------------------------------------------------------ Atlas James Construction & Fabrication, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Orville & McDonald Law, P.C. as its bankruptcy counsel. The firm will provide these services: (a) give advice regarding the powers and duties of the Debtor in the continued operation of its business and in the management of its property; (b) take necessary action to avoid liens against the Debtor's property, remove restraints against its property and such other actions to remove any encumbrances or liens which are avoidable; (c) take necessary action to enjoin and stay until final decree herein any attempts by secured creditors to enforce liens upon the Debtor's property; (d) represent the Debtor in any proceedings which may be instituted in this court by creditors or other parties during this proceeding; (e) prepare legal papers; and (f) perform all other legal services for the Debtor. The firm will be paid at these rates: Peter A. Orville $350 per hour Zachary D. McDonald $300 per hour Non-lawyer Staffs $125 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm also requires a retainer in the amount of $10,000. Peter Orville, Esq., an attorney at Orville & McDonald Law, 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: Peter A. Orville, Esq. Orville & McDonald Law, P.C. 30 Riverside Dr. Binghamton, NY 13905 Telephone: (607) 770-1007 About Atlas James Construction & Fabrication, LLC+ Atlas James Construction & Fabrication, LLC operates in the residential building construction industry. The company is based in Endicott, N.Y. Atlas filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 24-60117) on Feb. 21, 2024, with $127,227 in assets and $1,475,866 in liabilities. Stephen J. Donnelly, sole member, signed the petition. Judge Patrick G. Radel oversees the case. Peter A. Orville, Esq., at Orville & McDonald Law, P.C. represents the Debtor as bankruptcy counsel. AVISON YOUNG: Nears Restructuring to Clean Up Balance Sheet ----------------------------------------------------------- Derek Decloet of Bloomberg News reports that real estate services firm Avison Young (Canada) Inc. said it's close to a restructuring that will clean up its balance sheet after it defaulted on a senior term loan, causing a ratings downgrade. Toronto-based Avison Canada missed principal and interest payments in the third and fourth quarters of 2023, S&P Global Ratings said in a statement Friday, February 23, 2024, downgrading the firm to "SD" for selective default. S&P's action was expected, company spokeswoman Andrea Zviedris said by email. "We are going to just eliminate significantly more than 50% of all of our obligations," Chief Executive Officer Mark Rose said in an interview. About Avison Young (Canada) Inc. Avison Young (Canada) Inc. provides real estate services. The Company offers consulting, advisory, lease administration, investment and asset management, and mortgage services. Avison Young (Canada) serves customers worldwide. BAKELITE US: Fitch Alters Outlook on 'BB' LongTerm IDR to Negative ------------------------------------------------------------------ Fitch Ratings has affirmed Bakelite US Holdco, Inc.'s Long-Term Issuer Default Rating (IDR) at 'BB'. Fitch has also affirmed Bakelite's secured term loan at 'BB+'/'RR2'. The Rating Outlook has been revised to Negative from Stable. Bakelite's 'BB' rating reflects the company's leading market share in formaldehyde-based resins in North America and Europe, meaningful barriers to entry and its attractive pricing mechanism that allows for raw materials price pass-through. Fitch forecasts positive FCF generation before dividends through the forecast driven by consistent margins, modest capex requirements and a manageable debt burden. The rating is tempered by the company's exposure to the cyclical construction and automotive end markets along with exposure to formaldehyde and phenol. The Negative Outlook reflects Fitch's expectations for EBITDA leverage to increase above or near the negative sensitivity threshold of 4.0x through 2025 following the company's announcement that it plans to issue an incremental $110 million senior secured term loan, primarily to fund a distribution to shareholders. Fitch believes the transaction comes at a time of continued uncertainty in Bakelite's key construction end market and signals a shift toward a more shareholder-friendly financial policy. KEY RATING DRIVERS Dividend Recapitalization Increases Leverage: The announced dividend recapitalization durably increases EBITDA leverage through the forecast period and comes at a time of continued uncertainty in Bakelite's key construction end market. Fitch estimates the $110 million incremental term loan, being issued to fund a distribution to Bakelite's shareholders, will lead to pro forma Fitch-calculated EBITDA leverage of around 4.2x in 2024. As synergies from past acquisitions continue to be realized and increase profitability, Fitch forecasts EBITDA Leverage to gradually decline to around 3.5x by the end of the forecast period. Fitch believes the transaction also signals a shift in financial structure toward a higher long-term leverage profile. Specifically, an increase in future debt-funded acquisitions or special dividends may further pressure credit metrics if not balanced with equity contributions or meaningful subsequent debt reduction. High Barriers to Entry: Resins sold in this industry are typically developed in close coordination with customers, leading to products that are specified to customers' processes and products. Competitors need to continuously improve products to meet customer manufacturing requirements. Bakelite has served most of its top 10 customers for 20-plus years. In addition, formaldehyde-based resins have a high water content and a short shelf life of about four weeks. This creates a maximum economic shipping radius of 200 miles. The incumbent participants have locational advantages with facilities located close to customers' locations. Strong Pass-Through Ability: Fitch views Bakelite's pass-through ability as favorable to the credit profile. Although the company's raw materials can exhibit price volatility, Bakelite's resin pricing contracts remove much of this volatility. About 85% of Bakelite's volumes are covered by contracts or pricing mechanisms that allow for raw materials price pass-throughs, which helps the company hold onto profit margins. Key raw materials, such as phenol, methanol and urea, are tied to market-based indices, and resin prices move monthly, based on published market changes. In addition, annual adjustments are made for other costs such as overhead, freight and other raw materials. Established Position in Rationalized Market: After completing its acquisition of the Georgia-Pacific Chemicals business in 2022, Bakelite established a No. 2 market position in North America and a number one position in Europe. The formaldehyde-based resins industry is rational and well-structured, with the top three companies accounting for more than 80% of volume in North America and roughly 50% of volume in Europe. Bakelite's bolt-on acquisition of LRBG Chemicals in August 2023 also serves to strengthen the company's position in the Northeastern U.S. and Canada. Fitch expects that any further M&A activity within the forecast horizon will be of a bolt-on nature and not transformational. Sustainability Tailwinds: There has been a growing emphasis in the construction market on the increased use of cladding and insulating materials that exhibit favorable fire, smoke, and toxicity (FST) resistance. Fitch views this positively for Bakelite's product portfolio as its phenolic resins are designed to withstand high heat loads, while maintaining mechanical strength and providing good FST resistance. In addition to the construction industry, these same features are sought after in electric vehicle end markets. This provides further opportunities for phenolic resin producers as the products are used in battery cases and light-weighting applications. Cyclical End Markets: The company is materially exposed to cyclical end markets, such as home construction/remodelling (around 50% of gross profit) and autos. The company has so far successfully navigated near-term weakness in the residential and commercial construction industries. However, possible continued softness in these sectors due to higher for longer interest rates combined with Bakelite's sizable exposure to European markets could weigh on the company's financial performance over the next two to three years. DERIVATION SUMMARY Bakelite is the smallest of the peer set in its rating category. The company generates lower EBITDA margins than publicly rated peers H.B. Fuller Company (BB/Stable) and Ingevity Corporation (BB/Stable). Proforma for the transaction, Bakelite's EBITDA leverage now rises higher than its peers, to around 4.0x. Although Fitch expects positive FCF in the forecast, Bakelite's FCF margin is lower than H.B. Fuller and Ingevity. KEY ASSUMPTIONS - Organic revenue growth of 1%-2% each year in 2024-2027 as global macro demand begins to recover; - Pricing and raw materials costs grow 1%-2% each year; - Incremental TLB issuance proceeds used for equity distribution and reduction of ABL borrowing; - Capex around 3% of revenue each year; - Full realization of synergies from GP Chem and LRBG acquisitions in 2025; - Fitch assumes bolt-on acquisitions of $35 million-$45 million each year in 2025-2027 at 7.5x. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - The Outlook could be revised to Stable upon increased visibility of EBITDA Leverage declining below 4.0x by 2025; - EBITDA margins approaching the mid-teens, reflecting increased pricing power. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - Failure to reduce EBITDA Leverage to below 4.0x by 2025, potentially stemming from sustained earnings weakness; - EBITDA margins trending toward mid-single digits on a sustained basis, indicating the inability to successfully pass on raw material costs or operating inefficiencies; - Large debt-funded acquisitions or aggressive sponsor distribution policies. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Proforma for the transaction, Bakelite maintains adequate liquidity of $99 million, consisting of $14 million in cash and $85 million in undrawn asset-backed loan availability. Liquidity needs are manageable throughout the forecast with around $6 million in required annual term loan amortization payments and only modest capex requirements. ISSUER PROFILE Bakelite is a global integrated producer of phenolic specialty resins and engineered thermoset molding compounds used in building materials, automotive products, industrial applications and specialty chemical intermediates, with sales across multiple end markets in Europe and North America. ESG CONSIDERATIONS Bakelite has an ESG Relevance Score of '4' for Exposure to Social Impacts due to Bakelite's exposure to formaldehyde. The '4' score reflects concerns consumers may take an adverse view regarding formaldehyde emissions, notwithstanding the endemic nature of the material and the efforts Bakelite and the industry have taken to reduce emissions. Formaldehyde emissions are endemic in the environment (humans and most living organisms emit it) and Fitch does not consider the company's handling of formaldehyde to be an issue. Bakelite, and the broader formaldehyde-based resins industry, has been responsive to concerns regarding formaldehyde. Bakelite engineered its resins such that formaldehyde emissions from products containing its resins are below background levels and has formaldehyde-free product lines. Nevertheless, this issue has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Bakelite US Holdco, Inc. LT IDR BB Affirmed BB senior secured LT BB+ Affirmed RR2 BB+ BAYER & SONZ: Hires Miller & Miller Law LLC as Counsel ------------------------------------------------------ Bayer & Sonz, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Miller & Miller Law, LLC as counsel. The firm's services include: a. consulting with the Debtor’s professionals or representatives concerning the administration of the Case; b. preparing and reviewing pleadings, motions, and correspondence; c. appearing at and being involved in proceedings before this Court; d. providing legal counsel to the Debtor in their investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtor’s business and any other matters relevant to the Case; e. advising the Debtor of its rights, powers and duties as debtor and debtor-in-possession; f. advising the Debtor concerning and assisting in the negotiation and documentation of financing agreements, debt restructurings, cash collateral arrangements, debtor in possession financing, and related transactions; g. reviewing the nature and validity of liens asserted against the property of the Debtor and advising the Debtor concerning the enforceability of such liens; h. advising and assisting the Debtor concerning the actions that it might take to collect and recover property for the benefit of the Debtor’s estate; i. preparing on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents, and reviewing all financial and other reports to be filed in this Case; j. advising the Debtor concerning, and preparing responses to, applications, motions, pleadings, notices, and other papers that may be filed and served in this Case; k. counseling the Debtor in connection with any sales outside the ordinary course of the Debtor’s business under Section 363 of the Bankruptcy Code; l. preparing any and all financial statements, balance sheets, and related documents to assist the Debtor in preparing and filing tax returns; and m. performing all other legal services for and on behalf of the Debtor that may be necessary or appropriate in the administration of this Case and the reorganization of the Debtor’s business, including advising and assisting the Debtor with respect to debt restructurings, stock or asset dispositions, claim analysis and disputes, and legal issues involving general corporate, bankruptcy, labor, employee benefits, tax, finance, real estate and litigation matters. The firm will be paid at these rates: James Miller $450 per hour Michelle A. Angell $275 per hour Associates $250 to $300 per hour Paralegals $100 to $200 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michelle A Angell, Esq., a partner at Miller & Miller Law, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michelle A Angell, Esq. Miller & Miller Law, LLC 633 W. Wisconsin Ave., Ste 500 Milwaukee, WI 53203 Tel: (414) 395-4503 Fax: (414) 277-1303 Email: michelle@millermillerlaw.com About Bayer & Sonz, LLC Bayer & Sonz, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Case No. 24-20710) on February 18, 2024, with $1 million to $10 million in both assets and liabilities. Matthew Bayer, managing member, signed the petition. Michelle A. Angell, Esq., at Miller & Miller Law, LLC represents the Debtor as bankruptcy counsel. BAYOU CITY: Case Summary & 12 Unsecured Creditors ------------------------------------------------- Debtor: Bayou City Smiles, PC 2313 Edwards St, Suite 150 Houston, TX 77007 Business Description: The Debtor offers dental Implants, root canal treatment, tooth extractions, tooth fillings, porcelain veneers, removable dentures and other services. Chapter 11 Petition Date: March 14, 2024 Court: United States Bankruptcy Court Southern District of Texas Case No.: 24-31145 Judge: Hon. Jeffrey P. Norman Debtor's Counsel: Vicky M. Fealy, Esq. THE FEALY LAW FIRM, PC 1235 North Loop West 1005 Houston, TX 77008 Tel: (713) 526-5220 E-mail: vfealy@fealylawfirm.com Total Assets: $1,855,587 Total Liabilities: $3,761,246 The petition was signed by Raymund Marcus de Guzman as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NSFKNKY/Bayou_City_Smiles_PC__txsbke-24-31145__0001.0.pdf?mcid=tGE4TAMA BAYTEX ENERGY: Moody's Rates New $500MM Sr. Unsecured Notes 'B1' ---------------------------------------------------------------- Moody's Ratings assigned a B1 rating to Baytex Energy Corp.'s proposed $500 million senior unsecured notes due 2032. Baytex's Ba3 corporate family rating, Ba3-PD probability of default rating and B1 senior unsecured notes rating remain unchanged. The outlook is stable. Proceeds from the new notes will be used to repay the $410 million in unsecured notes due 2027 as well as drawings under the company's revolving credit facility. RATINGS RATIONALE Baytex's Ba3 CFR reflects: 1) strong credit metrics, including RCF to debt sustained above 60% at Moody's medium-term prices; 2) meaningful geographic and product diversification, with production weighted toward higher-value liquids; and 3) free cash flow supporting steady debt reduction and good liquidity. The rating is challenged by: 1) high F&D costs that reduce resiliency during commodity downturns; 2) price volatility tied to Canadian heavy oil (WCS) exposure; and 3) a small production and reserves base relative to peers. Baytex has good liquidity (SGL-2). At year-end 2023 and pro forma for the notes issuance, Baytex had about C$55 million cash on hand and about C$750 million available under its C$1.5 billion ($1.1 billion) revolving credit facilities due April 2026. Moody's expects over $400 million in free cash flow during 2024 at mid-cycle prices. Baytex does not have any debt maturities through 2025. Moody's expects Baytex to remain comfortably in compliance with maintenance covenants (including total debt to EBITDA less than 4x and interest coverage of more than 3.5x). The senior unsecured notes are rated B1, one notch below the Ba3 CFR, reflecting the first priority security interest of Baytex's $1.1 billion revolving credit facility. The stable outlook reflects Moody's expectation that Baytex will sustain strong credit metrics underpinned by the allocation of free cash flow toward debt reduction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if Baytex meaningfully grows reserves and production with improving capital efficiency while delivering consistent free cash flow and maintaining low debt levels. An upgrade would also require the maintenance of good liquidity, RCF to debt above 50% and LFCR above 2x. The ratings could be downgraded if retained cash flow to debt falls below 30%, LFCR is sustained below 1.5x, financial policy becomes more aggressive, or liquidity weakens. Baytex Energy Corp. is a publicly listed Calgary, Alberta-based independent exploration and production company. The principal methodology used in this rating was Independent Exploration and Production published in December 2022. BAYTEX ENERGY: S&P Rates New US$500MM Senior Unsecured Debt 'BB-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' debt rating and '2' recovery rating to Baytex Energy Corp.'s proposed US$500 million senior unsecured notes offering maturing in 2032. The 'BB-' debt rating and '2' recovery rating on Baytex's existing rated senior unsecured debt are unchanged ', indicating S&P Global Ratings' expectation of substantial recovery in a simulated default scenario. As proceeds from the proposed debt issue are intended to refinance Baytex's 2027 debt maturity and partially repay the drawn amount under the company's committed credit facility, this new debt offering will be effectively neutral to the company's current leverage. Therefore, S&P projects its estimate of Baytex's fully adjusted net debt will remain largely consistent with the company's fully adjusted debt at Dec. 31, 2023, of about C$2.9 billion. ISSUE RATINGS—RECOVERY ANALYSIS Key analytical factors: -- S&P has updated itsestimated enterprise value for Baytex to reflect its reported year-end 2023 reserves, and also included the company's proposed US$500 million senior unsecured debt issue in its debt waterfall. -- S&P values the company on a going-concern basis using a reserve multiple approach that applies a range of distressed fixed prices to the company's conventional proved reserves and contingent (best estimate) bitumen resources, and caps the value of proven undeveloped reserves at 25% of the total estimated enterprise value. -- S&P's default scenario contemplates a significant drop in oil and gas prices that limits the company's ability to fund fixed charges and exhausts available liquidity. -- S&P's recovery analysis assumes that, in a hypothetical bankruptcy scenario, Baytex's secured creditors are fully covered, with the remaining value available to unsecured noteholders. -- The '2' recovery rating indicates substantial (70%-90%: rounded capped estimate: 85%) recovery in the event of a default. -- The issue-level rating also is 'BB-', one notch higher than the issuer credit rating, in line with S&P's notching guidelines. Simulated default assumptions: -- Simulated year of default: 2028 Simplified waterfall: -- Net enterprise value (after 5% administrative costs): US$2.879 billion -- Valuation split in % (obligors/nonobligors): 100/0 -- Value available to first-lien debt: US$2.879 billion -- Secured first-lien debt claims: US$970 million -- Total value available to unsecured claims: US$1.9 billion -- Senior unsecured debt and pari passu claims: US$1.78 billion --Recovery expectations: 70%-90% (rounded capped estimate:85%) BAYTOWN CONVENTION: S&P Lowers 2021A Revenue Bonds Rating to 'BB+' ------------------------------------------------------------------ S&P Global Ratings lowered the issue rating on Baytown Convention Center Hotel's (the Project) series 2021A first-lien senior hotel revenue bonds by one notch to 'BB+' from 'BBB-', and lowered the issue rating on the Project's series 2021B second-lien subordinate hotel revenue bonds by one notch to 'BB-' from 'BB'. The hotel's performance was weaker-than-expected since it opened in May 2023. The hotel's key operating metrics, including occupancy, average daily rate (ADR), and revenue per available room (RevPAR), are below its initial base-case forecast, leading net operating cash flow to lag behind our initial projections. At the same time, S&P placed both senior and subordinate ratings on CreditWatch with negative implications. S&P may take further rating action on the these tranches once it has sufficient information to update our forecast. Baytown Municipal Development District (BMDD, a political subdivision of the state of Texas and the City of Baytown), issued its $18.055 million first-lien series 2021A hotel revenue bonds, $14.03 million second-lien series 2021B hotel revenue bonds, and $30.68 million series 2021C combination limited sales tax revenue and hotel revenue bonds. The series 2021C is backed by the sales taxes imposed by BMDD and rated at 'AA-'. S&P said, "Our 'BB+' senior debt issue rating and 'BB-' subordinate debt issue rating reflect the hotel's weaker-than-expected performance since it opened in May 2023. In the first partial fiscal year (ended in September 2023), the Hyatt Regency Baytown has about 21% occupancy, $137 ADR, and $29 RevPAR, materially underperforming against our initial forecast of 58% occupancy, $153 ADR, and $89 RevPAR. More recently, from October 2023 to January 2024, the hotel's occupancy slightly grew to 35% and RevPAR to $48, but still around 50% of what we originally anticipated. "Given the hotel's weak ramp up, its cash flows have been insufficient to cover operating expenses and for the first five months of operations, the hotel ran at an operating deficit of around $1.3 million, whereas we forecasted around $1.25 million operating profit. It is not uncommon for a volume-exposed asset to deviate from our ramp-up expectations, but, in this case, the gap in our forecast versus actuals is material and persistent. "We applied a negative one-notch holistic adjustment to senior and subordinate debt, respectively, reflecting the weakness in operational and financial performance in the hotel's ramp-up. We are actively monitoring the hotel's performance and expect to update our financial forecast shortly to determine whether to take further rating actions on senior and subordinate debt issue ratings. "The CreditWatch negative reflects that the hotel's weaker-than-expected performance could lead to a near-term downgrade of the hotel's senior and subordinate debt ratings if we conclude that there has been a structural difference in hotel's demand and/or cost profile, vs. what we anticipated, that are likely to persist. We expect to update our financial forecast shortly to determine whether to take further rating actions the senior and subordinate debt issue ratings." BBB FOOD: Hires Gilbert Cardona Hernandez as Accountant ------------------------------------------------------- BBB Food Corp. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Gilbert Cardona Hernandez as accountant. The firm will provide these services: a. close out Debtor's books as of the date of the filing of this case, and to open new books as of the next day thereafter; b. establish a new bookkeeping system to replace the system heretofore used by the Debtor; c. prepare the periodic statements of the Debtor in Possession's operation as required by the rules of this court; d. prepare and file Debtor's state and federal tax return for the fiscal year which ended in the semester prior to the date of this filing case; e. prepare General Ledger and Disbursements Register; f. reconcile the account; g. prepare Certified Interim, Financial Statements as needed; h. prepare annual Financial Statements and Returns; i. provide tax and management counselling; and j. represent in taxes investigations. The firm will be paid at the rates of $1,000 per month. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Gilbert Cardona Hernandez, 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: Gilbert Cardona Hernandez Urb. El Paraiso 1539 Calle Tamesis San Juan Puerto Rico 00926 Telephone: (787) 452-3678 About BBB Food Corp BBB Food Corp sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 24-00152) on Jan. 19, 2024, listing $500,001 to $1 million in assets and liabilities. Juan C Bigas Valedon, Esq. at Juan C Bigas Law Office represents the Debtor as counsel. BESSEMER, AL: S&P Lowers Rev. Debt Rating to 'BB+', On Watch Neg. ----------------------------------------------------------------- S&P Global Ratings lowered its underlying rating (SPUR) on Bessemer, Ala.'s electric revenue debt to 'BB+' from 'BBB' and placed the rating on CreditWatch with negative implications. "The downgrade reflects our view that the lack of effective risk management and oversight, including insufficient cost recovery over the past few years resulting in debt service coverage of 0.1x in 2023, which triggered a rate covenant violation; a recent track record of fixed charge coverage below 1.0x; and persistently high delinquencies are pressuring marginal liquidity," said S&P Global Ratings credit analyst Nicole Shen. S&P said, "The CreditWatch placement reflects our view that management was slow in adopting a 7.25% rate increase after a rate covenant violation in fiscal 2023, and we believe an additional rate covenant violation is possible in fiscal 2024. We understand that Bessemer has not received notification of an event of default from the paying agent. We note the bond ordinance provides for the potential for an accelerated repayment of debt outstanding as a remedy for an event of default, which could occur after 30 days' written notice to the city of such failure made by the paying agent or the holders of 25% or more in principal amount of the then outstanding warrants and consent by the bond insurer. Finally, it is unclear if the rate increase as adopted will be sufficient to stabilize financial metrics post-2024. We understand that a rate study, currently in progress, is expected to be issued by fiscal year-end June 30, 2024." Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Risk management, culture, and oversight BLUE INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Blue International Group, LLC 8750 NW 36 Street Suite 250 Doral, FL 33178 Chapter 11 Petition Date: March 15, 2024 Court: United States Bankruptcy Court Southern District of Florida Case No.: 24-12509 Judge: Hon. Robert A. Mark Debtor's Counsel: Richard R. Robles, Esq. LAW OFFICES OF RICHARD R. ROBLES, P.A. 905 Brickell Bay Drive Suite 228 Miami, FL 33131 Tel: (305) 755-9200 Email: rrobles@roblespa.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $50 million to $100 million The petition was signed by Lucrecia Maria Del Monte as authorized member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CMAN4SQ/Blue_International_Group_LLC__flsbke-24-12509__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Bank United $2,600,000 7815 NW 148 Street Hialeah, FL 33016 2. City of Miami Beach $650,000 1700 Convention Center Drive, 4th Floor Miami Beach, FL 33139 3. EF Mortgage LLC $844,900 850 New Burton Road, Suite 201 Dover, DE 19904 4. FTF Lending LLC $473,400 1300 E 9th Street, Suite 800 Cleveland, OH 44114 5. Jennifer Vazquez $1,500,000 1607 Ponce de Leon Boulevard, Unit 12F Miami, FL 33134 6. Jennifer Vazquez $1,500,000 1607 Ponce de Leon Boulevard, Unit 12F Miami, FL 33134 7. Jennifer Vazquez $1,500,000 1607 Ponce de Leon Boulevard, Unit 12F Miami, FL 33134 8. Jennifer Vazquez $1,500,000 1607 Ponce de Leon Boulevard, Unit 12F Miami, FL 33134 9. Jennifer Vazquez $1,500,000 1607 Ponce de Leon Boulevard, Unit 12F Miami, FL 33134 10. Jennifer Vazquez $1,500,000 1607 Ponce de Leon Boulevard, Unit 12F Miami, FL 33134 11. Jennifer Vazquez $1,500,000 1607 Ponce de Leon Boulevard, Unit 12F Miami, FL 33134 12. Jennifer Vazquez $1,500,000 1607 Ponce de Leon Boulevard, Unit 12F Miami, FL 33134 13. Jennifer Vazquez $1,500,000 1607 Ponce de Leon Boulevard, Unit 12F Miami, FL 33134 14. Lifestyle Capital Services $1,200,000 475 Brickell Avenue, Unit 4107 Miami, FL 33131 15. Residential Investment Trust IV $831,300 1 Baxter Way, Suite 220 Thousand Oaks, CA 91362 16. ROC Capital $1,800,000 645 Madison Avenue, 19th Floor New York, NY 10022 17. Wilmington Savings $823,348 Fund Society 500 Delaware Avenue, 11th Floor Wilmington, DE 19801 18. Wilmington Savings $477,066 Fund Society 500 Delaware Avenue, 11th Floor Wilmington, DE 19801 19. Wilmington Trust, $950,000 National Association 1100 North Market Street Wilmington, DE 19890 20. Wilmington Trust, $2,200,000 National Association 1100 North Market Street Wilmington, DE 19890 BOXLIGHT CORP: FORVIS LLP Raises Going Concern Doubt ---------------------------------------------------- Boxlight Corp. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that FORVIS LLP, the Company's auditor since 2018, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 14, 2024, Atlanta, Georgia-based FORVIS LLP, said, "The Company has identified certain conditions relating to its outstanding debt and Series B Preferred Stock that are outside the control of the Company. In addition, the Company has generated recent losses. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern." For the year ended December 31, 2023, the Company reported a net loss of $39.2 million, compared to a net loss of $3.7 million for the same period in 2022. As of December 31, 2023, the Company had $158.6 million in total assets, $113.3 million in total liabilities, $28.51 million in total mezzanine equity, and $16.8 million in total stockholders' equity. At September 30, 2023 the Company was not in compliance with its Senior Leverage Ratio financial covenant under the credit agreement, originally dated December 31, 2021, as amended (the "Credit Agreement"), between the Company, its direct and indirect subsidiaries, and Whitehawk Finance LLC, as lender, and White Hawk Capital Partners, LP, as collateral agent. The Company's non-compliance with the Credit Agreement was cured by the Company paying $4.3 million, inclusive of $0.3 million in prepayment penalties and accrued interest, in November 2023 which would have resulted in the Company being in compliance with the Senior Leverage Ratio at September 30, 2023. At December 31, 2023, the Company was not in compliance with its financial covenant related to the Senior Leverage Ratio under the Credit Agreement. The Senior Leverage Ratio, as stated in the Third Amendment to the Credit Agreement, decreases to 2.50 at December 31, 2023, 2.00 at March 31, 2024 and June 30, 2024 and at 1.75 thereafter. On March 14, 2024 the Company entered into a fifth agreement (the 'Fifth Amendment') with the Collateral Agent and Lender which waived any Event of Default that may have arisen directly as a result of the financial covenant default at December 31, 2023 and in the interim two-month period ended February 29, 2024. The Fifth Amendment also restated the Senior Leverage Ratio and Minimum Liquidity requirements. Under the Amended agreement, the Senior Leverage Ratio requirement at March 31, 2024 was amended from 2.00 to 6.00, at June 30, 2024 will remain at 2.00 and thereafter will remain at 1.75. Because of the significant decreases in the required Senior Leverage Ratio that will occur over the next 12 months, the Company's current forecast projects the Company may not be able to maintain compliance with this ratio. These conditions raise substantial doubt about the ability of the Company to continue as a going concern within the next 12 months. In view of this matter, continuation as a going concern is dependent upon the Company's ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, or refinance its Credit Agreement with a different lender on more favorable terms. The Company is actively working to refinance its debt with new lenders. While the Company is confident in its ability to refinance its existing debt, it does not have written or executed agreements as of the issuance of this Form 10-K. The Company's ability to refinance its existing debt is based upon credit markets and economic forces that are outside of its control. Boxlight believes it has a good working relationship with its current lender. However, there can be no assurance that the Company will be successful in refinancing its debt, or on terms acceptable to the Company. "To the extent not converted into the Company's Class A common stock, the outstanding shares of our Series B preferred stock became redeemable at the option of the holders at any time or from time to time commencing on January 1, 2024 upon, 30 days' prior written notice to the Company, for a redemption price, payable in cash, equal to the sum of (a) ($10.00) multiplied by the number of shares of Series B preferred stock being redeemed (the "Redeemed Shares"), plus (b) all accrued and unpaid dividends, if any, on such Redeemed Shares. We may be required to seek alternative financing arrangements or restructure the terms of the agreement with the Series B preferred shareholders on terms that are not favorable to us if cash and cash equivalents are not sufficient to fully redeem the Series B preferred shares. We are currently evaluating alternatives to refinance or restructure the Series B preferred shares including extending the maturity of the Series B preferred shares beyond the current optional conversion date," Boxlight said. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/bdhbrd7r About Boxlight Corp. Duluth, Georgia-based Boxlight Corp. is a technology company that develops, sells, and services interactive solutions predominantly for the global education market, but also for the corporate and government sectors. BRIGANTE ENTERPRISE: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Briganti Enterprise, Inc. d/b/a Brigante Home d/b/a Soy Crafters d/b/a Mattress Central 3319 Glendale Blvd. Los Angeles, CA 90039 Business Description: The Debtor serves as a mattress outlet in Los Angeles, California. Chapter 11 Petition Date: March 15, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-12006 Judge: Hon. Neil W Bason Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor Beverly HIlls, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 E-mail: michael.berger@bankruptcypower.com Total Assets: $171,649 Total Liabilities: $1,318,798 The petition was signed by Vahe Vince Delakyan as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OWDVGIY/Briganti_Enterprise_Inc__cacbke-24-12006__0001.0.pdf?mcid=tGE4TAMA BROOKLYN DEVELOPMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Brooklyn Development 24 Corp. 744 Lefferts Avenue Brooklyn NY 11203 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 14, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-41131 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Avinoam Y. Rosenfeld, Esq. THE ROSENFELD LAW OFFICE 156 Harborview S Lawrence, NY 11559 Tel: (516) 547-1717 E-mail: aviyrosenfeld@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David A. Kenner as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SOJPZHY/Brooklyn_Development_24_Corp__nyebke-24-41131__0001.0.pdf?mcid=tGE4TAMA BUCCANEER INTERMEDIATE: S&P Affirms 'B-' ICR, Outlook Stable ------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating on Buccaneer Intermediate Holdco Ltd. The outlook remains stable. The stable outlook reflects S&P's expectation for increased demand from the pharmaceutical industry and alleviated staffing pressure, allowing Signant to expand revenue in the low-single-digit percent range while maintaining somewhat flat EBITDA margins, leading to reported FOCF to debt of about 1.5% by fiscal 2025. S&P said, "The affirmation reflects our expectation for bookings recovery and cash flow production in fiscal 2025. Bookings, which is a good indicator of future revenue growth, have been trending downward, caused by a decrease in phase two and phase three clinical trials starts. The company's high customer concentration exposes it to client delays and shifts in strategy. With several of these pharmaceutical clients cutting costs and reprioritizing clinical trials and drug developments, we expect the company's non-central nervous system (CNS) electronic clinical outcome assessment (eCOA) business to experience lower volume. Nevertheless, while we are uncertain about the timing of the delayed CNS contracts, we expect them to return and support bookings over the upcoming quarters. Additionally, the company has made efforts to diversify its portfolio and client base. While this strategy will take time, the company's liquidity and maturity profile provides it with sufficient time to pursue this strategy. Finally, biotech access to new funding has been more limited and sporadic due to the tightening of debt markets, though Signant's exposure to small and midsize biotech companies is very limited. We continue to view those pullbacks as temporary, and expect demand to normalize over the coming quarters. "Having recently extended maturities, we expect Signant's approximately $60 million cash balance as of December 2023, combined with its new $80 million revolver, will provide adequate cushion while revenues stabilize. Nevertheless, new bookings will be needed to sustain operations and help to ensure the prospects of sustainable cash flows. Our projections assume flat fiscal 2024 revenue followed by low single-digit revenue increase in fiscal 2025 and EBITDA margin to hover in the 32% area as the company's restructuring costs taper off. While we expect continued high interest costs and some quarter-to-quarter working capital fluctuations due to bookings variations, we expect capital expenditures (capex) to decline to about $25 million as fiscal 2024 projects come to completion. We expect debt to EBITDA of about 9.5x in fiscal 2024 (with debt burdened by about $300 million of debt-like equity) and remain elevated in fiscal 2025. Nevertheless, we expect renewed pharmaceutical R&D investments and a more favorable labor market to support EBITDA growth, leading EBITDA interest coverage to approach 1x in fiscal 2025. "We expect pharmaceutical research and development (R&D) budgets to increase over several years. While we believe pharmaceutical spending is mainly insulated from macroeconomic fluctuations, new legislation intended to lower pharmaceutical prices, including drug pricing provisions in the recently passed U.S. Inflation Reduction Act of 2022, could temporarily disrupt industry growth as companies re-evaluate their R&D strategies. We expect the impact of the new legislation to be minimal on pharmaceutical companies' long-term R&D investments. With Medicare now able to exert pricing pressure on older products, pharma companies must ensure a wider stream of newer products and thus continue their R&D investments. Nevertheless, we also expect Signant to benefit from increasingly complex clinical trials that require more design and equipment and continued penetration as organizations transition to eCOA from paper. "The stable outlook reflects our expectation for increased demand from the pharmaceutical industry and alleviated staffing pressure, allowing Signant to expand revenue in the low single-digit percent range while maintaining somewhat flat EBITDA margins, leading to reported FOCF to debt of about 1.5% by fiscal 2025. "We could consider lowering the rating if the company continues to experience weakness in bookings, heightening uncertainty about its ability to produce cash flow on an ongoing basis. This could occur if the company has difficulty diversifying its revenue stream from its top pharmaceutical customers or a strategy change by a large customer has a significant adverse impact on earnings. We could also lower the rating if liquidity weakens such that we no longer believe the company has a sufficient cushion to weather temporary setbacks. "We could raise our issuer rating if Signant demonstrates solid operating performance and sustains FOCF to debt above 3%." CAA HOLDINGS: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'B+' to CAA Holdings, LLC (Holdings) and Creative Artists Agency, LLC (CAA or the company). Fitch has also assigned an instrument rating of 'B+'/'RR4' to CAA's senior secured facilities. The Rating Outlook is Stable. The rating reflects CAA's leverage metrics. Pro forma for the proposed $125 million incremental term loan, Fitch calculated leverage was 6.3x as of Sept. 30, 2023. Fitch expects CAA to reduce leverage to below 5x by September 2024 through FCF - driven debt reduction. The rating is underpinned by CAA's dominant industry position and diversified revenue base. The Stable Outlook reflects Fitch's expectation of a strong recovery in the content production market in FYE Sept. 30, 2024 after the resolution of industry strikes in 2023, supported by favorable trends in CAA's other core end markets (music, comedy and sports). KEY RATING DRIVERS Leading Market Position in Fragmented Industry: CAA's business profile is supported by its leading market position in the talent management industry. The industry is fragmented with a few dominant players competing for top talents and meaningful market share. The industry has experienced a wave of consolidation in recent years as companies sought to increase market share and revenue diversification. In 2022, CAA completed two acquisitions, one of which, ICM Partners, combined two of the largest talent agencies, expanding CAA's television client roster, and the two largest soccer talent management agencies, while expanding CAA's publishing business. CAA Sports is estimated to manage over $18 billion in active playing and non-playing contracts, translating to about $971 million in commissions for the entire life of such contracts (Forbes, 2022). Fitch believes a leading market position and meaningful market share reflects CAA's pricing power. The company charges a fixed commission rate on all contracts and only represents leading talents in the industries it operates in. Representative clients include Tom Cruise and Shonda Rhimes (filmed entertainment), Devin Booker and Cristiano Ronaldo (Sports), Ariana Grande, Chris Rock and Diana Ross (Music and Comedy). Diversified and Broad Revenue Base: None of CAA's clients account for 1% of the company's total revenues. Although the industry operates on an exclusive no-contract basis, which allows parties to terminate agency representation at will, CAA's client mix does not change much each year for most of its segments. CAA operates across four main segments: sports (33% of FY23 revenue), music (14%), filmed entertainment (40%) and Other (14%) which includes commercial endorsements, brand licensing and theatre representation. The music and sports segments generate relatively stable and contracted revenues that provides some downside protection from the filmed entertainment segment's volatility. In addition, CAA is entitled to residual earnings from projects they originated/negotiated on a client's behalf even if the client moves to another agency, providing visibility into subsequent periods' earnings. Secular Trends Support Growth: CAA reported double-digit revenue declines in its filmed entertainment segment primarily due to the impact of the Writer's Guild of America (WGA) strike, resolved in September 2023, and the Screen Actors Guild (SAG) strike, resolved in November 2023. This weakness more than offset low to high double-digit revenue growth in CAA's other segments resulting in a 4.2% decline in total revenues for 4Q23. Fitch expects CAA's revenues to grow mid to high single digits over the forecast period as the company benefits from an expected recovery in content production in FY24, continued growth in music and comedy touring and live events and positive transformation of sports' commercial revenue model. Additional upside could result from its ability to continue capitalizing on opportunities for celebrity branding, endorsements and social influencing. Leveraging Transactions: In September 2023, CAA raised $425 million in incremental term loan B financing related to Artemis' acquisition of a majority stake in the company and intends to raise an additional $125 million term loan with this current transaction. As a result, pro forma leverage as of Sept. 30, 2023 was 6.3x. Fitch expects leverage to decline below 5.0x by September 2024 driven by EBITDA growth and approximately $300 million of debt repayment over the forecast period. Capital Allocation Policy: CAA maintains a net leverage target between 4.0x and 4.5x and has consistently stayed under this threshold for the past three years. The company plans to allocate excess FCF towards organic expansion, M&A, and talent retention, following debt repayment and member distributions. CAA has made several significant acquisitions including EBG (FY18), ICM Partners (FY22), and Brand Management (FY22). Member Distributions: CAA is the main operating subsidiary in the group and generates substantially all of the group's EBITDA and funds member distributions representing the members' share of taxable undistributed income and allowing members to cover their tax payments. Fitch assumes approximately $400 million in aggregate distributions over the forecast period. Extensive Ecosystem and Key Resources: CAA boasts a robust ecosystem leveraging a network of experts, strategic relationships, and deep industry insights to help talents develop their careers and personal brands across various fields and platforms. The agency represents an impressive roster of top-tier talent, including actors, directors, writers, producers, musicians, comedians, authors, athletes, coaches, broadcasters, and teams. CAA's approach to talent management is a team-based endeavor involving agents, managers, and executives who maintain close interaction with clients. The company cultivates strong employee retention by promoting a collaborative culture and offering a competitive, performance-driven compensation package that motivates agents to prioritize high-value clients. CAA maintains a low agent turnover rate of under 1%. Owner Concentration: Artemis is CAA's majority shareholder. Fitch views the ownership neutrally as control can be exerted and increases the likelihood of large debt-funded shareholder distributions. Parent-subsidiary Linkage: Fitch applies the strong subsidiary/weak parent approach under its Parent and Subsidiary Linkage Rating Criteria. Fitch views the linkage between Holdings and CAA as strong given the openness of access and control by the parent and relative ease of cash movement throughout the structure. Fitch views the entities on a consolidated basis and the IDRs are linked. DERIVATION SUMMARY CAA has no direct peers in Fitch's ratings universe. The company's 'B+' IDR reflects its market position as a leading talent agency, diversified revenue base, elevated leverage and positive FCF generation. KEY ASSUMPTIONS CAA Holdings and CAA - The base case reflects the approximate midpoint of the Lender Model which Fitch believes is achievable; - Fitch assumes a strong recovery in FY24 in filmed entertainment following FY23's trough due to the impact of the extended WGA and SAG strikes; high single digit growth in the music segment driven by increase in live event and tours; - Continued mid- to high single-digit growth in sports reflecting the positive transformational changes in the business and commercial models for sports leagues and teams; - Margin improvement in outer years driven by cost management strategies; - FY24 reflects cash redemption of CAA units from CMC; - Positive FCF generation after accounting for distributions to members, taxes and minimal capital expenditure requirements; - FCF-funded debt repayment in excess of mandatory annual amortization. RECOVERY ANALYSIS The recovery analysis assumes that CAA would be considered a going concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch assumed a 10% administrative claim. Fitch's recovery analysis estimates a going concern enterprise value (EV) for a reorganized firm of approximately $1.3 billion. The GC LTM EBITDA of $200 million reflects a situation where CAA experiences a mass client exodus to competitors resulting in declining commission revenues. This could be driven by several factors such as exit of key employees to competitors, union-led negotiations which result in unfavorable changes to contract terms for talent agencies and, legal or regulatory edicts which mandate lower caps on industry commission rates and limit the number and types of clients that an agency can represent at any given time. These changes would lead to a steep decline in commission revenue, depressed EBITDA and an unsustainable capital structure. An EV multiple of 6.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization EV. This is above the 5.5x median TMT emergence EV/EBITDA multiple and incorporates the following into its analysis: 1) CAA's projected revenue from residual contracts ($1.1 billion as of August 2023), 2.) CAA's leading market position and diversified revenue base, and 3) CAA's customer contracts and relationships. Fitch assumes a fully drawn revolving credit facility of $261 million in its recovery analysis, as credit revolvers are tapped while companies are under distress. Applying the Fitch estimated EV of the business, Fitch arrives at an IDR of 'B+'/'RR4/50%' on the first lien secured facilities RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade - EBITDA Leverage below 4x, combined with strong revenue growth and expansion of EBITDA margins and FCF margins; - EBITDA Interest Coverage above 4.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade - EBITDA Leverage not approaching 5x over the next 12 months; - EBITDA Interest Coverage below 3.5x; - Sustained weakness in the filmed entertainment segment with continued revenue and margin pressures. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: CAA is well positioned from a liquidity perspective. Sources of liquidity as of September 2023 include $586 million in cash and expected FCF generation along with pro forma net proceeds from the $125 million incremental term loan. In addition, CAA has $219 million of availability (net of $51 million backing outstanding L/Cs) under its $270.5 million revolving credit facility, $9.5 million of which matures in November 2024 and with the remaining $261 million maturing in November 2026. Debt: CAA's outstanding debt stack is made up of secured credit facilities: - $1.6 billion Senior secured term loan maturing November 2028; - $425 million Incremental term loan maturing November 2028; - Proposed $125 million Incremental term loan maturing November 2028. ISSUER PROFILE Creative Artists Agency, LLC (CAA) is one of the world's leading entertainment and sports intermediaries, with business activities that span traditional talent representation, media rights, sponsorship sales and commercial endorsements, amongst other services. DATE OF RELEVANT COMMITTEE 28 February 2024 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 ----------- ------ -------- Creative Artists Agency, LLC LT IDR B+ New Rating senior secured LT B+ New Rating RR4 CAA Holdings, LLC LT IDR B+ New Rating CANE CREEK: Seeks to Hire Barski Law Firm PLC as Counsel -------------------------------------------------------- Cane Creek Alliance Construction & Development LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Barski Law PLC to handle its Chapter 11 case. The firm will be paid at these rates: Attorneys $425 per hour Paralegal $175 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Chris Barski, Esq., an attorney at Barski Law Firm, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Chris D. Barski, Esq. Barski Law, PLC 9375 E. Shea Blvd., Suite 100 Scottsdale, AZ 85260 Telephone: (602) 441-4700 Email: cbarski@barskilaw.com About Cane Creek Alliance Construction & Development LLC Cane Creek Alliance Construction & Development LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz., Case No. 2:24-bk-01231-BKM) on Feb. 21, 2024. The Debtor hires Barski Law PLC as counsel. CANO HEALTH: Moody's Rates New $150MM Secured DIP Term Loan 'B1' ---------------------------------------------------------------- Moody's Ratings assigned a B1 rating to the $150 million senior secured super priority debtor-in-possession (DIP) term loan facility ("DIP facility") of Cano Health, LLC (DIP). There is no outlook on the facility rating. The B1 rating primarily reflects the collateral coverage available to the lenders and structural features of the DIP term loan. The rating on the DIP senior secured term loan is being assigned on a "point-in-time" basis and will not be monitored going forward and, therefore, no outlook is assigned to the rating. Moody's intends to withdraw the DIP Term Loan rating as soon as practicable. Cano Health, Inc. and certain of its subsidiaries filed for Chapter 11 bankruptcy protection on February 4, 2024. Moody's withdrew all prior ratings on Cano Health, LLC (Old) following the Chapter 11 bankruptcy filing. RATINGS RATIONALE The B1 rating assigned to Cano Health's DIP facility reflects the super priority status and structural protections of the DIP facility, and the collateral coverage which consists mostly of intangible assets and some cash and accounts receivables. Other considerations include the cause of Cano's bankruptcy and nature of the organization. Cano's bankruptcy was precipitated by several factors including accumulation of unsustainably large debt level to support the company's aggressive expansion. In addition, the company's medical loss ratio was pressured by increased third-party medical costs that were not offset by its capitated contract pricing. Moody's believes that the reorganization will be challenging as the company needs to restructure some of its business and operations to improve operating performance and profitability. Moody's considered various valuation estimates including EBITDA multiples and limited asset liquidation in estimating the collateral for the DIP facility. The B1 rating is based on an assumption that DIP term loan asset coverage is between 0.75-1.0x. Moody's also considers that the valuation for the intangible assets providing the bulk of the collateral support is highly sensitive to earnings. Based on the court's final order, the DIP facility accounts for approximately 12% of prepetition claims. The company's DIP facility consists of 100% new-money financing, comprehensive upstream guarantees, super priority lien and reasonably strict covenants. The covenants associated with DIP facility include bi-weekly variance tests budgeted disbursements, receipt test for every four-week period as well as minimum $20 million liquidity maintenance requirement and restrictions on DIP facility drawing if liquidity is above $40 million. The DIP term loan matures on the earliest of (i) 8 months after the Chapter 11 filing date (February 4, 2024); (ii) 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; (iii) 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; (iv) the closing of any sale of assets pursuant to Section 363 of the Bankruptcy Code, 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 the effective date of any Chapter 11 plan of reorganization. Cano Health, LLC (DIP), headquartered in Miami, Florida, is a provider of primary care health with a focus on Medicare Advantage members. Cano Health delivers personalized, value-based primary care across its 97 medical centers and 250+ physician group affiliates. The principal methodology used in this rating was Debtor-in-Possession Lending published in June 2018. This rating is assigned on a point-in-time basis and will be withdrawn as soon as practicable, before which it is subject to monitoring. CAPITAL TACOS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Capital Tacos Holdings, LLC 3225 S MacDill Ave #129-294 Tampa, FL 33629 Chapter 11 Petition Date: March 15, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-01363 Debtor's Counsel: Edward J. Peterson, Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP 400 N Ashley Dr. #3100 Tampa, FL 3360 Tel: 813-225-2500 Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by James Marcus as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KKREK6I/Capital_Tacos_Holdings_LLC__flmbke-24-01363__0001.0.pdf?mcid=tGE4TAMA CAPREF LLOYD: Hires Lane Powell PC as Special Counsel ----------------------------------------------------- CAPREF Lloyd Center East LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Lane Powell PC as special counsel. The Debtor needs the firm's legal assistance in connection with the real property known as Lloyd Center Mall located at 1260 Lloyd Center, Portland, Oregon. The firm will be paid at these rates: Bruce Cahn, Shareholder $575 per hour Julia Clark, Shareholder $565 per hour Andrew Geppert, Associate $530 per hour The firm received payments for services rendered prior to the Petition Date on December 8, 2022 in the amount of $909 and on November 14, 2023 in the amount of $26,495. The firm has waived the balance of fees and expenses in the amount of $3,155 for services provided prior to the Petition Date. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bruce Cahn, a shareholder at Lane Powell PC, 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: Bruce Cahn, Esq. LANE POWELL PC 601 S.W. Second Avenue Suite 2100 Portland, OR 97204 Tel: (503) 778-2100 Fax: (503) 778-2200 About CAPREF Lloyd Center East LLC 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. CAPROCK LAND: Court OKs Sale of Assets by Online Auction -------------------------------------------------------- The Chapter 11 trustee for CapRock Land Company, LLC received court approval to sell assets of the company by online auction. The U.S. Bankruptcy Court for the Northern District of Texas on March 14 authorized Laurie Dahl Rea, the bankruptcy trustee, to solicit bids for the assets. The assets up for sale include chassis, mobile crush plant, trailers, tanks and related equipment, and other assets used to operate CapRock's businesses in Stockton, Calif., Lovelock, Nev., and Buhl, Idaho. CapRock is selling the assets "free and clear" of liens, with any liens attaching to the proceeds of the sale. Potential buyers have until March 19, at 10:00 a.m., to place their bids on the assets, and until March 31 to remove purchases. Bidders can preview the assets by appointment with the company's auctioneer, Rosen Systems, Inc. About CapRock Land Company CapRock Land Company, LLC, a company in Amarillo, Texas, purchases and sells agricultural commodities. CapRock filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-20172) on Aug. 25, 2023, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Robert L. Jones oversees the case. Steven L. Hoard, Esq., at Mullin Hoard & Brown, LLP, is the Debtor's legal counsel. StoneX Commodity Solutions, LLC, the Debtor's lender, is represented by Polsinelli, PC. Laurie Dahl Rea is the Chapter 11 trustee appointed in the Debtor's bankruptcy case. The trustee is represented by Rochelle McCullough, LLP. CAREISMATIC BRANDS: Jr. Creditors Oppose Bankruptcy Financing ------------------------------------------------------------- Randi Love of Bloomberg Law reports that Careismatic Brands LLC's junior creditors accused the company's secured lenders of attempting to restrict assets and improperly benefit themselves through a bankruptcy loan arrangement. The California-based medical apparel company is seeking the final go-ahead from a judge to access a $125 million bankruptcy loan after receiving temporary approval to make initial draws on the financing in January. The company's unsecured creditors' committee alleged that the loan will "prove ruinous" because the terms of the deal will shield the company's value from junior creditors and protect lenders from potential liability stemming from pre-bankruptcy transactions, according to an objection filed February 23, 2024. About Careismatic Brands The Santa Monica, Calif.-based Careismatic Brands, LLC is a designer, marketer, and distributor of medical apparel, footwear, and accessories. Founded in 1995 in Chatsworth, Calif., Careismatic has grown from operating a single flagship brand, Cherokee Medical Uniforms, to a portfolio of seventeen brands. The company offers value to its stakeholders through its spectrum of medical apparel and workwear and omnichannel distribution capabilities across the globe. It has an extensive portfolio of iconic and emerging brands across the health and wellness platform, including Cherokee Uniforms, Dickies Medical, Heartsoul Scrubs, Infinity, Scrubstar, Healing Hands, Med Couture, Medelita, Classroom Uniforms, AllHeart, Silverts Adaptive Apparel, and BALA Footwear. Careismatic Brands filed Chapter 11 petition (Bankr. D.N.J. Lead Case No. 24-10561) on Jan. 22, 2024, with $1 billion to $10 billion in both assets and liabilities. Kent Percy, chief restructuring officer, signed the petition. Judge Vincent F. Papalia oversees the case. Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP represent the Debtor as general bankruptcy counsel; Cole Schotz, P.C., as local bankruptcy counsel; AP Services, LLC as financial advisor; PJT Partners, LP as investment banker; and C Street Advisory Group as strategic communications advisor. Donlin, Recano & Company, Inc. is the claims, noticing and solicitation agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP. CASTLE US: Moody's Lowers CFR to Caa1 & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Ratings downgraded Castle US Holding Corporation's (dba "Cision") corporate family rating to Caa1 from B3 and its probability of default rating to Caa1-PD from B3-PD. Concurrently, Moody's downgraded Cision's senior secured bank credit facilities (including the approximately $2 billion term loan due January 2027 and downsized $43 million revolving credit facility expiring January 2025) to Caa1 from B3 and senior unsecured notes to Caa3 from Caa2. Additionally, Moody's assigned a Caa1 rating to the company's amended and extended $137 million revolving credit facility expiring April 2026. The outlook was changed to negative from stable. Cision is a Chicago-based provider of database tools and software to public relations and communications professionals. The rating and outlook actions reflect the company's very high debt leverage, with a debt-to-EBITDA at 9x as of September 30, 2023, weak liquidity profile and uncertainty about the sustainability of the company's debt capital structure. Additionally, the company's elevated interest expense on its floating-rate debt will constrain its operating cash flow generation, resulting in Moody's anticipation for negative cash flow in 2024. Governance risk was also a key driver of the rating and outlook actions. Moody's views Cision's financial strategies as more aggressive as result of the elevated debt leverage tolerance and weaker than expected operating performance. This increase in governance risk is reflected in changes to the overall ESG credit impact score to CIS-5 from CIS-4, governance issuer profile score to G-5 from G-4 and financial strategy and risk management governance subfactor score to 5 from 4. RATINGS RATIONALE Cision's Caa1 CFR is constrained by the company's high financial leverage debt-to-EBITDA at 9.0x as of September 30, 2023, and weak liquidity profile. Furthermore, the company's credit quality is under strain due to its susceptibility to financial market cyclicality and intense competition, given Cision's niche market focus as a provider of software and related services to public relations and communications professionals globally. Moody's expects low to no revenue growth in 2024, due to a decline in mergers and acquisitions and financial activities that generate the transaction volumes in the PR Newswire business segment, and softness in the subscription and transactional revenue of its Brandwatch business. Moreover, high interest expense will support Moody's expectation for negative cash flow and low interest coverage, calculated as EBITDA minus capital expenditures to interest expense, hovering around 1x. Moody's concerns regarding the company's ability to repay or refinance a substantial portion of its term debt prior to or when it matures in January 2027 contributes further pressure on Cision's credit profile. All financial metrics cited reflect Moody's standard adjustments. The ratings are supported the company's leading market position in the public relations software and database niche markets, a recurring revenue from software-as-a-service subscriptions that produce revenue predictability and Moody's anticipation for still-solid (and expanding) profitability rates with expected EBITDA margins in the 28% - 30% range. While Moody's projects modest improvement profitability driven by cost saving initiatives and price increases, leverage is expected to improve only modesty to around 8.5x over the next 12 to 18 months, with the likelihood of further borrowings on the revolving credit facility during that time. Moody's considers Cision's liquidity profile to be weak. As of September 30, 2023, the company had $46 million of cash and $130 million available on its $180 million revolving credit facilities. Moody's only considers Cision's $137 million revolver maturing in April 2026 as an external liquidity source as the $43 million revolver expires within the next 12 months. Moody's expects negative cash flow in 2024 as a result of weak operating performance and the high interest expense burden from Cision's all-floating-rate debt capital structure. Moody's anticipates Cision will be reliant on the revolvers to fund its debt service and capital expenditures. While Cision's term loans are not subject to financial covenants, the revolving credit facilities are subject to a springing maximum net first lien leverage ratio of 8x, which is triggered when revolver utilization exceeds 35%, and requires maintaining minimum liquidity of $40 million, comprised of cash and revolver availability. Moody's expects the company to maintain narrow compliance with all covenants. The Caa1 senior secured first lien credit facility rating, is consistent with the Caa1 CFR. The credit facility is comprised of a $43 million revolver expiring in 2025, $137 million revolver expiring in 2026 and approximately $2 billion of term loans maturing in 2027. Despite the credit facility's priority in the collateral and senior ranking in the capital structure relative to the company's $300 million senior unsecured bonds due 2028, the considerable proportion of secured debt relative to the unsecured notes results in only minor first-loss support. The Caa3 senior unsecured notes rating reflects its subordination to the large amount of senior secured claims in the debt capital structure. The negative outlook reflects Moody's concerns that constrained revenue growth and very high financial leverage could diminish the company's ability to repay or refinance its term debt by January 2027. Additionally, elevated interest costs on the company's floating debt will likely continue to drive negative free cash flow, further pressuring the company's weak liquidity profile. The outlook could be changed to stable from negative if Cision improves its operating performance and Moody's anticipates a mid to high-single digit revenue growth rate good profitability and an improved liquidity profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, a rating upgrade is unlikely in the near term. Over the longer term, the ratings could be upgraded if Cision sustains solid revenue and profit growth, and adheres to a conservative financial policy which results in debt reduction, such that Moody's expects financial leverage debt/EBITDA will be sustained below 7.5x, positive free cash flow and an improved liquidity profile. The ratings could be downgraded if Cision experiences a weakening competitive position or a deterioration in financial performance that further constrains the company's liquidity profile. A downgrade could also occur if Moody's anticipates an increased likelihood of a default event such as a distressed debt exchange due to the existence of an unsustainable debt capital structure. The principal methodology used in these ratings was Software published in June 2022. Cision, based in Chicago, IL and controlled by an affiliate of private equity sponsor Platinum Equity LLC, provides database tools and software to public relations and communications professionals, enabling them to identify and connect with media influencers, manage industry relationships, create and distribute content, monitor media coverage, perform advanced analytics, and measure their campaigns' effectiveness. For the twelve months ended September 30, 2023, Cision generated revenue of $932 million. CELEBRATION POINTE: Case Summary & 15 Unsecured Creditors --------------------------------------------------------- Lead Debtor: Celebration Pointe Holdings, LLC 5001 Celebration Pointe Ave., Suite 180 Gainesville, FL 32608 Chapter 11 Petition Date: March 14, 2024 Court: United States Bankruptcy Court Northern District of Florida Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Celebration Pointe Holdings, LLC 24-10056 Celebration Pointe Holdings II, LLC 24-10057 SHD-Celebration Pointe, LLC 24-10058 Debtors' Counsel: R. Scott Shuker, Esq. SHUKER & DORRIS, P.A. 121 S. Orange Avenue Suite 1120 Orlando, FL 32801 Tel: (407) 337-2060 E-mail: rshuker@shukerdorris.com Celebration Pointe Holdings' Estimated Assets: $100 million to $500 million Celebration Pointe Holdings' Estimated Liabilities: $100 million to $500 million Celebration Pointe Holdings II's Estimated Assets: $100 million to $500 million Celebration Pointe Holdings II's Estimated Liabilities: $100 million to $500 million SHD-Celebration's Estimated Assets: $50 million to $100 million SHD-Celebration's Estimated Liabilities: $50 million to $100 million The petitions were signed by Svein H. Dyrkolbotn, Manager of SHD-Celebration Pointe, LLC, Manager of the Debtor. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IRUQLYI/Celebration_Pointe_Holdings_LLC__flnbke-24-10056__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/IZXJMQY/Celebration_Pointe_Holdings_II__flnbke-24-10057__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/JCLDL4I/SHD-Celebration_Pointe_LLC__flnbke-24-10058__0001.0.pdf?mcid=tGE4TAMA List of Celebration Pointe Holdings' 15 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Arcis Capital Loan $625,000 Advisors II 54 West 40th Street New York, NY 10018 2. ArcisCap-Celebration Pointe Loan $29,500,000 Investment LLC 4503 Michigan Trail Kewadin, MI 49648-8000 3. Capital One Credit Card Unknown Attn: General Correspondence P.O. Box 30285 Salt Lake City, UT 84130-0285 4. Catalyst Income Loan $2,380,000 Fund 2022-A1, LLC 11720 Amberpark Drive Suite 160 Alpharetta, GA 30009 5. Catalyst Synartis MF Loan $4,935,000 B Series Condo 11720 Amberpark Drive Suite 160 Alpharetta, GA 30009 6. Celebration Pointe Loan $6,890,778 Capital, LLC 42809 Souther Drive Washington, DC 20210 7. GNV RE CP Fund, LLC Loan $1,150,000 5001 Celebration Pointe Ave. Suite 180 Gainesville, FL 32608 8. J & R Gator Loan $3,000,000 Investments LLC 1790 Mall of Georgia Blvd. Buford, GA 30519 9. State Infrastructure Bank Loan $13,691,210 605 Suwannee Street Tallahassee, FL 32399-0450 10. State Infrastructure Bank Loan $8,071,368 605 Suwannee Street Tallahassee, FL 32399-0450 11. Synartis Capital Loan $5,300,000 Management 11720 Amberpark Drive Suite 160 Alpharetta, GA 30009 12. Synartis Capital Loan $2,500,000 Management 11720 Amberpark Drive Suite 160 Alpharetta, GA 30009 13. U.S. Bank, N.A. Loan $27,855,000 799 E. Wisconsin Ave. Milwaukee, WI 53202-5300 14. U.S. Bank, N.A. Loan $26,405,000 799 E. Wisconsin Ave. Milwaukee, WI 53202-5300 15. U.S. Bank, N.A. Loan $20,925,000 799 E. Wisconsin Ave. Milwaukee, WI 53202-5300 List of Celebration Pointe Holdings II's Seven Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Arcis Capital Loan $31,500,000 Advisors II 54 West 40th Street New York, NY 10018 2. State Infrastructure Bank Loan $13,691,210 605 Suwannee Street Tallahassee, FL 32399-0450 3. State Infrastructure Bank Loan $8,071,368 605 Suwannee Street Tallahassee, FL 32399-0450 4. Synartis Capital Loan $25,040,000 Management 11720 Amberpark Drive Suite 160 Alpharetta, GA 30009 5. U.S. Bank, N.A. Loan $28,755,000 799 E. Wisconsin Ave. Milwaukee, WI 53202-5300 6. U.S. Bank, N.A. Loan $26,405,000 799 E. Wisconsin Ave. Milwaukee, WI 53202-5300 7. U.S. Bank, N.A. Loan $20,925,000 799 E. Wisconsin Ave. Milwaukee, WI 53202-5300 List of SHD-Celebration's Eight Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Catalyst Income Loan $2,380,000 Fund 2022-A1, LLC 11720 Amberpark Drive Suite 160 Alpharetta, GA 30009 2. Catalyst Synartis MF Loan $4,935,000 B Series Condo 11720 Amberpark Drive Suite 160 Alpharetta, GA 30009 3. James Euliano Loan $500,000 4585 Old Carriage Trail Oviedo, FL 32765 4. Neil Euliano Loan $500,000 3914 SW 95th Drive Gainesville, FL 32608 5. State Infrastructure Bank Loan $13,691,210 605 Suwannee Street Tallahassee, FL 32399-0450 6. State Infrastructure Bank Loan $8,071,368 605 Sunwannee Street Tallahassee, FL 32399-0450 7. Synartis Capital Loan $5,300,000 Management 11720 Amberpark Drive Suite 160 Alpharetta, GA 30009 8. Snyartis Capital Loan $2,500,000 Management 11720 Amberpark Drive Suite 160 Alpharetta, GA 30009 CHERRY GARDEN: Case Summary & Two Unsecured Creditors ----------------------------------------------------- Debtor: Cherry Garden LLC 142-11 Cherry Street 1st Floor Flushing NY 11355 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: March 15, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-41144 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: William Zou, Esq. BILL ZOU & ASSOCIATES PLLC 136-20 38 Avenue, Suite 10D Flushing, NY 11354 Tel: 718-661-9562 Email: xfzou@aol.com Total Assets: $8,500,000 Total Liabilities: $5,098,230 The petition was signed by Bao Gui Zhou as manager. 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/AV7DB5A/Cherry_Garden_LLC__nyebke-24-41144__0001.0.pdf?mcid=tGE4TAMA CLEVELAND-CLIFFS INC: Fitch Affirms 'BB-' IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) for Cleveland-Cliffs, Inc. (Cliffs) and its subsidiary, Cleveland-Cliffs Steel Corporation at 'BB-'. Fitch has also affirmed Cliffs' first lien secured ABL credit facility at 'BB+'/'RR1', first lien secured notes at 'BB+'/'RR2', and its guaranteed unsecured notes at 'BB-'/'RR4'. Fitch has affirmed Cliffs' unsecured notes not benefitting from a guarantee and Cleveland-Cliffs Steel Corporation's unsecured notes at 'B+'/'RR5'. The Rating Outlook is Stable. The ratings and Outlook reflect Fitch's expectation EBITDA margins will average around 9% and EBITDA leverage will continue to be sustained below 2.5x and EBITDA through 2027. KEY RATING DRIVERS Significant Debt Repayment: Fitch expects EBITDA leverage, which was 1.9x at Dec. 31, 2023, to continue to remain strong for the rating category and to be sustained at or below 2.5x barring any material debt-funded acquisitions. Cliffs' benefitted from a period of highly elevated steel prices in 2021-2023, which led to over $9.5 billion in EBITDA and roughly $4.9 billion in FCF, combined over the three-year period. The company used cashflow primarily for debt repayment, paying down roughly $3.1 billion as of YE 2023 from YE 2020. In addition, Cliffs' allocated roughly $1.4 billion to share repurchases and made a roughly $790 strategic acquisition. Declining Profitability: Fitch expects EBITDA margins to average roughly 9% through 2027 given its steel price and cost expectations. However, profitability could outperform expectations, particularly if average realized steel prices are higher than anticipated. EBITDA margins declined to around 8% in 2023 compared with a peak since becoming a steel manufacturer of around 24% in 2021 in line with lower steel prices and higher costs. Over the past six quarters from 3Q22-4Q23, margins have averaged around 6.5% compared to the previous six quarters from 1Q21-2Q22, which averaged around 22%. Fitch views Cliffs' lower margins as offset by Fitch's expectation for continued positive FCF, in addition to solid liquidity given the company has approximately $4.34 billion of availability under its $4.75 billion ABL credit facility due 2028. Fitch believes Cliffs will continue to be opportunistic on M&A if opportunities present themselves at reasonable valuations and for other near-term capital allocation priorities to include share repurchases and further debt repayment. As of Dec. 31, 2023, Cliffs had $608 million in repurchases remaining under its current $1 billion authorization with no expiration date. High-Value Add Focus: Cliffs is the largest supplier of steel to the automotive sector and one of a few North American steel producers capable of producing some of the most sophisticated grades of advanced high-strength steels and value-added stainless steel products. The company is also the only producer of grain oriented electrical steel in the U.S., which is used in the production of transformers and can be used to facilitate the modernization of the electrical grid. Cliffs is one of only two producers of non-oriented electrical steel in the U.S., a critical component of motors used in hybrid/electric vehicles. Cliffs produces steel grades critical to automotive light-weighting steel trends and is well positioned longer-term to benefit from the auto recovery and the transition to electric cars. Fitch believes U.S. auto demand is supported by consumers' post-pandemic preference for personal modes of transportation over mass transit, the average vehicle age at around 12.5 years, low unemployment and growing electric vehicle demand longer-term. Solid Operational Profile: Cliffs has significant size and scale as the largest flat-rolled steel producer and largest iron ore pellet producer in North America. Fitch believes Cliffs' vertically integrated business model and self-sufficiency in iron ore requirements benefits its margins. In addition, Cliffs has a 1.9 million tonne hot briquetted iron (HBI) facility, which produces a high-quality and low-carbon intensive HBI product that can be used in the company's facilities as a premium scrap alternative. Cliffs also benefits from a higher proportion of fixed price contracts, typically 40%-45% of volumes, leading to less price volatility compared with other players in the industry. The company's focus on higher value-added products, which have barriers to entry and are higher priced, also benefits margins. Pension Obligation Improvement: Through the AM USA acquisition, Cliffs acquired a significant amount of pension obligations. The company, however, reduced its net pension and other post-employment benefits (OPEB) liabilities by roughly $3.6 billion since the AM USA acquisition in 2020. Pension obligations were underfunded by approximately $275 million at YE 2023, and Cliffs expects pension/OPEB cash needs to be approximately $190 million in 2024. Fitch views the liability reduction positively and views cash needs as manageable currently, although, the associated fixed costs can wear on cash flow and can be particularly detrimental during low points in the cycle. DERIVATION SUMMARY Cliffs is comparable in size but less diversified compared with integrated majority blast furnace steel producer United States Steel Corporation (BB/RWP). Cliffs is larger compared with EAF long steel producer Commercial Metals Company (BB+/Positive) in terms of steel capacity although has historically had less favorable credit metrics. Cliffs is also larger in terms of annual capacity, although has less favorable credit metrics compared with EAF producer Steel Dynamics, Inc. (BBB/Positive) and is smaller with weaker credit metrics compared with EAF steel producer Nucor (A-/Stable). KEY ASSUMPTIONS - Annual steel shipments of around 16.5 million tons on average through 2027; - Relatively flat average steel prices; - EBITDA margins average roughly 9% through 2027; - Capex of $725 million in 2024, increasing slightly thereafter; - No additional acquisitions; - Share repurchases with excess cash. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - EBITDA margins sustained above 10%; - Mid-cycle leverage expected to be sustained below 2.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA leverage sustained above 3.5x; - EBIDTA margins sustained below 8.5%; - Significantly weaker steel fundamentals resulting in materially lower than expected FCF generation. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: As of Dec. 31, 2023, Cliffs had $198 million in cash and cash equivalents and $4.3 billion available under its $4.5 billion ABL credit facility due 2028. The ABL credit facility matures June 9, 2028, or 91 days prior to the stated maturity date of any portion of existing debt if the aggregate amount of existing debt that matures on the 91st day is greater than $100 million. The $829 million senior secured notes due 2026 will be repaid with proceeds of the $825 million senior unsecured notes issued in March 2024, and the next meaningful maturity is $556 million due in 2027. The ABL credit facility is subject to a springing 1.0x minimum fixed-charge coverage covenant when availability is less than the greater of (i) 10% of the lesser of (a) the maximum ABL amount (currently $4.75 billion) and (b) the borrowing base; and (ii) $250 million. ISSUER PROFILE Cleveland-Cliffs is a majority blast furnace producer of steel which also has some EAF production. The company is the largest flat-rolled steel producer and largest producer of iron ore pellets in North America. 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 ----------- ------ -------- ----- Cleveland-Cliffs Inc. LT IDR BB- Affirmed BB- senior unsecured LT B+ Affirmed RR5 B+ senior unsecured LT BB- Affirmed RR4 BB- senior secured LT BB+ Affirmed RR2 BB+ senior secured LT BB+ Affirmed RR1 BB+ Cleveland-Cliffs Steel Corporation LT IDR BB- Affirmed BB- senior unsecured LT B+ Affirmed RR5 B+ CLOUD SOFTWARE: Moody's Affirms B3 CFR & Rates Incremental Loan B2 ------------------------------------------------------------------ Moody's Ratings affirmed Cloud Software Group, Inc.'s (CSG) B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 ratings for senior secured 1st lien bank credit facilities and senior secured 1st lien notes, and the Caa2 ratings for the senior secured 2nd lien notes. Moody's also assigned a B2 rating to CSG's proposed incremental term loan. Moody's actions follow CSG's announcement that it plans to raise an incremental 1st lien term loan and use the net proceeds to redeem a portion of outstanding preferred stock of its indirect parent. The outlook is maintained at stable. The proposed transaction will result in higher interest expense and raise CSG's debt leverage but lower preferred dividends requirements at its parent, improving the company's free cash flow profile. However, the company's now second incremental debt raise to fund preferred share redemption represents a change relative to Moody's expectation that CSG would primarily use the proceeds from divested non-core assets to redeem the preferred equity. RATINGS RATIONALE The B3 CFR reflects high leverage and the risks of continued aggressive financial policies, as underscored by the proposed transaction. Moody's now expects debt to EBITDA to remain in the low 7x region through fiscal year 2025. Previously Moody's expected leverage to decline to around 6x by the end of fiscal 2024. At the same time, CSG continues to evaluate acquisitions. While the business supports the current capital structure, revenue and leverage may be somewhat volatile in coming quarters as a result of the reduced benefit from conversion of maintenance to subscription revenue, exacerbated by a slower than expected conversion rate among the company's Citrix customer base, the recent exit of services business, as well as the ongoing wind down of the company's non-recurring streams. That said, CSG has seen healthy growth its annualized recurring revenue (ARR) base, which stood at approximately $4.3 billion at FYE 2023. Additionally, CSG continues to benefit from strong gross and net retention rates near 90% and 105%, respectively. CSG is on track to deliver sizable cost savings of nearly $575 million by FYE 2025, benefiting already solid margins. Moody's expects the company to achieve low- to mid 50% EBITDA margins (Moody's adjusted) as a result. CSG's strong EBITDA margins and low capital expenditures drives cash generation that is needed to fund its high debt service costs. Moody's expects CSG will generate free cash flow in excess of $400 million in FY24 (before preferred dividends) and in excess of $500 million in FY25 as the company faces lower cash restructuring costs and reduced working capital uses. The 1st lien credit facilities and notes benefit from the first priority security interest in substantially all tangible and intangible assets of the borrowers and guarantor subsidiaries, and a large amount of second-priority debt in the capital structure. The 2nd lien notes face higher loss absorption in the event of default. CSG's liquidity is good, supported by $427 million in unrestricted cash at November 30, 2023. CSG also maintains access to an undrawn $1 billion revolving credit facility terminating in September 2027. Liquidity is further supported by Moody's expectation of $400 million to $500 million in annual free cash flow generation (before dividends) over the next 12-18 months. The stable outlook incorporates Moody's expectations that CSG will maintain good liquidity, and its ARR will grow approximately 3%, and free cash flow will increase to 3% of total debt in FY24. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade CSG's ratings if the company generates revenue growth in the mid-single digits and sustains free cash flow of 5% of total adjusted debt; and, if the company maintains good liquidity; and commits to and maintains total debt to EBITDA (Moody's adjusted) of less than 6x. The ratings could be downgraded if execution challenges or weak operating performance result in negative free cash flow for an extended period of time; growth in annualized recurring revenue fails to materialize; or liquidity becomes weak. Cloud Software Group, Inc. (f/k/a TIBCO Software Inc.) formed in September 2022 via the acquisition of Citrix Systems, Inc. CSG is a provider of enterprise software and applications. The ultimate parent company of CSG is majority-owned by affiliates of Vista Equity Partners with affiliates of Elliott Investment Management L.P. owning a sizeable minority interest. The principal methodology used in these ratings was Software published in June 2022. CONFECTION CONNECTION: Hires McClain Law Group as Counsel --------------------------------------------------------- Confection Connection, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to employ McClain Law Group as counsel. The firm will provide these services: a. give legal advice with respect to the Debtor's powers and duties as debtor in possession in the continued operations and management of her property; b. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of Debtor, the defense of any actions commenced against the Debtor, negotiations concerning all litigation in which the Debtor is involved, if any, and objecting to claims filed against the Debtor's estate; c. prepare on behalf of the Debtor, as debtor in possession, all necessary motions, answers, orders, reports and other legal papers in connection with the administration of the Debtor's estate herein; and d. perform any and all other legal services for the Debtor, as debtor in possession, in connection with this Chapter 11 case and the formulation and implementation of the Debtor's Chapter 11 Plan. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael W. McClain, Esq., a partner at McClain Law Group, 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 W. McClain, Esq. McClain Law Group 6008 Brownsboro Park Blvd., Ste. G Louisville, KY 40207 Tel: (502) 589-1004 Fax: (888) 210-0145 Email: mmcclain@mcclainlawgroup.com About Confection Connection, LLC Confection Connection, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 24-30367) on February 16, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Michael W. McClain, Esq., at Goldberg Simpson, LLC represents the Debtor as legal counsel. CONVERGEONE HOLDINGS: $1.11BB Bank Debt Trades at 63% Discount -------------------------------------------------------------- Participations in a syndicated loan under which ConvergeOne Holdings Inc is a borrower were trading in the secondary market around 36.6 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.11 billion facility is a Term loan that is scheduled to mature on January 4, 2026. About $1.09 billion of the loan is withdrawn and outstanding. ConvergeOne Holdings, Inc., through its subsidiaries, provides managed cloud, cyber security, enterprises networking, data center, application and software development, security infrastructure, and hosted collaboration solutions. CORENERGY INFRASTRUCTURE: Pachulski, Polsinelli Advise Pref. Equity ------------------------------------------------------------------- The law firms Pachulski Stang Ziehl & Jones LLP and Polsinelli PC filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 case of CorEnergy Infrastructure Trust, Inc., the firms represent the Ad Hoc Preferred Equity Committee. The Ad Hoc Preferred Equity Committee was formed by certain beneficial holders of the Debtor's 7.375% Series A Cumulative Redeemable Preferred Stock (the "Preferred Equity"). On or around February 26, 2024, the Ad Hoc Preferred Equity Committee retained PSZJ to represent them in connection with the Debtor's chapter 11 case. PSZJ subsequently arranged for the Ad Hoc Preferred Equity Committee to engage Polsinelli as its local counsel. Counsel represents only the Ad Hoc Preferred Equity Committee and does not represent or purport to represent any other person or entity other than the Ad Hoc Preferred Equity Committee in connection with the Chapter 11 Case. In addition, neither the Ad Hoc Preferred Equity Committee nor any member of the Ad Hoc Preferred Equity Committee represents or purports to represent any other person or entity in connection with this Chapter 11 Case. The names and all disclosable economic interests of each Member of the Ad Hoc Preferred Equity Committee are: 1. Kevin Barnes 4030 S. Whitehorse Rd, #408 Malvern, PA 19432 Preferred Equity: 100,000 2. Alex Keoleian 6901 Stoneridge Dr North Richland Hills, TX 76182 Preferred Equity: 56,493 Common Stock: 45,000 Convertible Notes: $50,000 3. Adam Gui 1750 W Ogden #4106 Naperville, IL 60540 Preferred Equity: 17,228 4. Michael Scholten 3908 Courtshire Drive Dallas, TX 75229 Preferred Equity: 95,730 Convertible Notes: $50,000 5. Ronald C. Murphree 3236 Great Meadows Drive Knoxville, TN 37920 Preferred Equity: 31,000 6. Richard Murphree 810 Battle Road Nolensville, TN 37145 Preferred Equity: 11,300 Attorneys for the Ad Hoc Preferred Equity Committee: Andrew J. Nazar, Esq. Michael Riedl, Esq. POLSINELLI PC 900 W. 48th Place Suite 900 Kansas City, Missouri 64112 Tel: (816) 753-1000 Fax: (816) 753-1536 Email: ANazar@Polsinelli.com MRiedl@Polsinelli.com Robert J. Feinstein, Esq. Bradford J. Sandler, Esq. PACHULSKI STANG ZIEHL & JONES LLP 780 Third Avenue, 34th Floor New York, New York 10017-2024 Tel: (212) 561-7700 Fax: (212) 561-7777 Email: rfeinstein@pszjlaw.com bsandler@pszjlaw.com - and - Theodore S. Heckel, Esq. PACHULSKI STANG ZIEHL & JONES LLP 700 Louisiana Street, Suite 4500 Houston, Texas 77002 Tel: (713) 691-9385 Fax: (713) 691-9407 Email: theckel@pszjlaw.com About CorEnergy Infrastructure CorEnergy Infrastructure Trust, Inc., is a Maryland corporation formed in 2005 as a Business Development Company under the Investment Company Act of 1940, but since 2012 has operated for tax purposes as a real estate investment trust ("REIT"). Its stock is publicly traded and widely held, and it operates under the oversight of a board of directors that meets the independence standards of the New York Stock Exchange. Since its conversion to a REIT in 2012, CorEnergy has focused on owning and leasing energy midstream infrastructure and operating energy midstream companies. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 24-40236) on Feb. 25, 2024, with $14,492,662 in assets and $118,415,403 in liabilities. David J. Schulte, officer, signed the petition. Judge Cynthia A. Norton oversees the case. Mark T. Benedict, Esq., of HUSCH BLACKWELL LLP, is the Debtor's legal counsel. CORENERGY INFRASTRUCTURE: Taps Ernst & Young as Auditor ------------------------------------------------------- CorEnergy Infrastructure Trust, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ Ernst & Young LLP as its audit and tax services provider. The firm will render these services: a. Audit Services i. Conduct an audit of the Debtor's consolidated financial statements for the financial year ending December 31, 2023, in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) (Core Services). ii. In conjunction with the Core Services listed above, EY LLP may also conduct certain other Non-Core Services under the Engagement Letter. The Core Services and the Non-Core Services are collectively referred to as the "Services." Non-Core Services may include incremental audit effort and other audit-related services such as research and/or accounting consultation with management related to matters such as impairment of long-lived assets, acquisitions or dispositions, capital activity, impairment of equity method investments, litigation and other contingencies, evaluation of required accounting and disclosures necessary to comply with U.S. GAAP. The performance of Non-Core Services may also result from unanticipated changes in the scope of the Core Services or the inability of the Company to provide the expected support and assistance contemplated when determining the fees for the Core Services. Non-Core Services may also include services associated with the Debtor's Chapter 11 filings, including incremental audit effort and other audit-related services such as research and/or accounting consultation with management related to the Company's application of ASC 852, Reorganizations (ASC 852), and associated matters. These matters may include the application of fresh start accounting required by ASC 852, valuation procedures, analysis of restructurings or transactions related to the bankruptcy, including debt restructurings, comfort letters and other procedures related to debt or equity offerings, evaluation of disclosures in interim and annual financial statements, analysis of additional impairment considerations, consideration of income tax and REIT compliance matters, evaluation of changes to the Company's internal controls over financial reporting, and procedures related to independence matters and Bankruptcy Court requirements. b. Tax Services i. Federal and state/local income and non-income tax advisory services in connection with the bankruptcy ii. Tax compliance services as follows: 1. Preparation of US federal, state, and local income, franchise, and gross receipts tax returns for the tax year ended Dec. 31, 2023. The firm will be paid as follows: a. Audit Services i. EY LLP estimates that the fees for the Core Audit Services will be $1,005,000 plus expenses. However, actual fees may exceed this amount based on additional unplanned effort for audit services related to the audit. EY LLP has already billed and pre-petition the Debtor has already paid $842,000 for the Core Audit Services. ii. The Debtor shall pay fees for incremental Non-Core Services based on the time that EY LLP professionals spend performing the services. The rates by level of professional for the Non-Core Services are as follows: Audit Professional Rate per Hour Partner/Managing Director $ 1,100 Senior Manager $ 725 Manager $ 550 Senior $ 400 Staff $ 275 National / subject matter specialist Partner / Managing Director $ 1,500 National / subject matter specialist Manager and Senior Manager $ 980 Tax, IT, and Valuation Professional Partner / Managing Director $ 1,295 Senior Manager $ 900 Manager $ 675 Senior $ 495 Staff $ 325 b. Tax Services: i. With respect to tax compliance services, EY LLP will charge a total fixed fee of $216,000.5 ii. The Debtor shall pay fees for Federal and state/local income and nonincome tax advisory services in connection with the bankruptcy based on the time that EY LLP professionals spend performing the services. The rates by level of professional for the Federal and state/local income and non-income tax advisory services in connection with the bankruptcy are as follows: Tax Professional - Bankruptcy Rate Per Hour Partner $ 1,250 Executive Director $ 1,150 Senior Manager $ 950 Manager $ 850 Senior $ 600 Staff $ 400 As disclosed in court filing, Ernst & Young is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Scott McVicker Ernst & Young, LLP One Manhattan West, 395 9th Ave New York 10001 Tel: (212) 773-3000 About CorEnergy Infrastructure CorEnergy Infrastructure Trust, Inc. is a Maryland corporation formed in 2005 as a Business Development Company under the Investment Company Act of 1940, but since 2012 has operated for tax purposes as a real estate investment trust ("REIT"). Its stock is publicly traded and widely held, and it operates under the oversight of a board of directors that meets the independence standards of the New York Stock Exchange. Since its conversion to a REIT in 2012, CorEnergy has focused on owning and leasing energy midstream infrastructure and operating energy midstream companies. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 24-40236) on February 25, 2024, with $14,492,662 in assets and $118,415,403 in liabilities. David J. Schulte, officer, signed the petition. Judge Cynthia A. Norton oversees the case. Mark T. Benedict, Esq. of HUSCH BLACKWELL LLP represents the Debtor as legal counsel. CORENERGY INFRASTRUCTURE: Taps Teneo Capital as Financial Advisor ----------------------------------------------------------------- CorEnergy Infrastructure Trust, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ Teneo Capital LLC as its financial advisor. Teneo will provide financial advisory services related to the Debtor's restructuring and bankruptcy analyses, filings, statements and schedules, business, liquidity and financial models and communications support. Teneo may also perform certain expert witness testimony services related to the liquidation analysis. The firm will be paid at these hourly rates: Managing Directors, Senior Managing Directors, Senior Advisors $800 to $1,300 Directors, Vice Presidents, and Consultants $500 to $800 Associates and Analysts $350 to $500 Administrative Staff $200 to 300 In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Prior to the Petition Date, Teneo received a retainer in the amount of $100,000 plus additional payments totaling $231,364.66 from the Debtor for services provided from December 2023 until the bankruptcy filing. Charles Boguslaski, a senior managing director at Teneo Capital, LLC, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Charles Boguslaski Teneo Capital LLC 280 Park Avenue, 4th Floor New York, NY 10017 Tel: (212) 886-1600 Email: charles.boguslaski@teneo.com About CorEnergy Infrastructure CorEnergy Infrastructure Trust, Inc. is a Maryland corporation formed in 2005 as a Business Development Company under the Investment Company Act of 1940, but since 2012 has operated for tax purposes as a real estate investment trust ("REIT"). Its stock is publicly traded and widely held, and it operates under the oversight of a board of directors that meets the independence standards of the New York Stock Exchange. Since its conversion to a REIT in 2012, CorEnergy has focused on owning and leasing energy midstream infrastructure and operating energy midstream companies. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 24-40236) on February 25, 2024, with $14,492,662 in assets and $118,415,403 in liabilities. David J. Schulte, officer, signed the petition. Judge Cynthia A. Norton oversees the case. Mark T. Benedict, Esq. of HUSCH BLACKWELL LLP represents the Debtor as legal counsel. CORNERSTONE PSYCHOLOGICAL: Voluntary Chapter 11 Case Summary ------------------------------------------------------------ Debtor: Cornerstone Psychological & Counseling Services of Northeast Ohio, LLC 1570 Reimer Road Wadsworth, OH 44281 Chapter 11 Petition Date: March 14, 2024 Court: United States Bankruptcy Court Northern District of Ohio Case No.: 24-50367 Judge: Hon. Alan M. Koschik Debtor's Counsel: Peter Tsarnas, Esq. GERTZ AND ROSEN, LTD. 159 S. Main Street, Suite 400 Akron, OH 44308 Tel: (330) 255-0735 Email: ptsarnas@gertzrosen.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kenneth A. Filbert as president and sole member. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EWZ5QSQ/Cornerstone_Psychological__Counseling__ohnbke-24-50367__0001.0.pdf?mcid=tGE4TAMA CRESTWOOD HOSPITALITY: Amends Unsecured Claims Pay Details ---------------------------------------------------------- Crestwood Hospitality, L.L.C., submitted a Third Amended Disclosure Statement in support of Third Amended Plan of Reorganization dated March 11, 2024. The Debtor owns and operates the Holiday Inn Express at Tucson Mall located at 620 E. Wetmore Rd., Tucson, Arizona (the "Property"). The Property was built in 2003 and opened in January 2004 as an "all suite" hotel. It currently operates as a Holiday Inn Express(R) & Suites hotel pursuant to a license agreement (the "Franchise Agreement") with Holiday Hospitality Franchising, LLC ("Franchisor"). In addition to the ADOR's general unsecured Claim (approximately $488,615.28), and the SBA's Deficiency Claim (approximately $228,362), the Debtor has scheduled, and/or creditors have asserted, unsecured claims against the Debtor in the total amount of approximately $133,000. Therefore, the total amount of general unsecured claims against the Debtor is approximately $850,000. The Debtor intends to continue operating its Property as a Holiday Inn Express hotel pursuant to the Franchise Agreement. The Debtor intends to pay its creditors from (a) Cash-on-Hand as of the Effective Date, (b) Net Revenues generated from the operation of the Property during the term of the Plan, (c) the New Value Contribution to the Reorganized Debtor from the Interest Holders, and (d) proceeds from a refinancing of the Property that will occur within six months of the Effective Date of the Plan. In the event that the Debtor is unable to obtain refinancing within six months of the Effective Date of the Plan and to pay Allowed Secured Claim in Classes 2-A, 2-B and 2-C as provided in the Plan, then the Debtor will retain a broker to market and sell the Property and will distribute the proceeds of such a sale as provided in the Plan. Class 3 consists of all Allowed Unsecured Claims that are not otherwise classified in the Plan, and shall include the ADOR's Unsecured Claim, the SBA's Allowed Unsecured Deficiency Claim, any Allowed Unsecured Claims resulting from the rejection of executory contracts, if any, and any other Allowed Claim not included in any other Class in the Plan. Allowed Unsecured Claims in this Class will be treated as follows: * First, Allowed Unsecured Claims will share, pro rata in a distribution of the sum of $75,000 in cash (the "Unsecured Distribution Amount") paid by the Reorganized Debtor from the New Value Contribution on the Effective Date. * Allowed Unsecured Claims will accrue interest at the rate of 6% per annum until they are paid in full as provided in the Plan. * Second, each quarter following the Effective Date until all Allowed Unsecured Claims are paid in full, the Reorganized Debtor will make interest only payments to Class 3 Claimants, based on the amount of each respective Allowed Unsecured Claim, at the rate of 6% per annum (the "Interest Payments"). * Third, Allowed Unsecured Claims will share, pro rata, in a total of 2 annual distributions of 25% of the Reorganized Debtor's Net Revenues from the operations of the Property after payment of (a) debt service to the new lender who provides the refinancing to the Debtor, (b) the SBA Monthly Payments, (c) monthly payments to Johnston and Khan on account of their respective Allowed Secured Claims in Classes 2-E and 2-F, and (f) an amount determined by the Reorganized Debtor to be reasonably necessary to set aside, periodically, as a cash reserve for emergency expenditures and repairs, capital expenditures for the benefit of the Property, and to cover potential periodic cash flow shortfalls, which reserve amount shall not exceed an aggregate of $250,000 (i.e., the Annual Percentage Distributions). The Annual Percentage Distributions will be made on each anniversary of the Effective Date for two consecutive years and will be applied to the principal amount of the Allowed Unsecured Claims. * Fourth, on or before the first day of the 36th month following the Effective Date, the Reorganized Debtor will pay any remaining balance due on Allowed Unsecured Claims (the "Unsecured Payoff Payments"). Upon their receipt of (a) their respective pro rata portions of the Unsecured Distribution Amount, (b) the Interest Payments, (c) their respective pro rata portions of the Annual Percentage Distributions over two years, and (d) the Unsecured Payoff Payments, all Allowed Unsecured Claims in this Class 3 shall be deemed paid, released, and discharged in full. So long as the Reorganized Debtor is making distributions to holders of Allowed Unsecured Claims as provided herein, any excess Net Revenue accumulated by the Reorganized Debtor (i.e., the Retained Net Revenues) can be used by the Reorganized Debtor in any way that it sees fit, in the exercise of its business judgment, including, but not limited to, the payment of operating expenses, the commencement of capital projects, the payment of PIP Expenses, and/or the pre-payment, in whole or in part, of any Allowed Claim outstanding under the Plan. In the event that the refinancing does not occur as contemplated in the Plan and the Property is sold, then Allowed Unsecured Claims will be paid from the proceeds of the sale of the Property, after payment of commissions, ordinary closing costs, CIT's Allowed Secured Claim, the City of Tucson's Allowed Secured Claim, Brycon's Allowed Secured Claim, and the SBA's Allowed Secured Claim, until all Allowed Unsecured Claims, plus interest at 6% per annum, are paid in full. This Class is impaired. The Plan will be funded from the Debtor's Cash-on-Hand, Net Revenues from the operation of the Property, the New Value Contribution, and from a refinancing of the Property or the proceeds of the sale of the Property (if such a refinancing is not successful within the time periods proposed in the Plan). The Debtor intends to refinance the Property within six months of the Effective Date and to use the proceeds from such refinancing to pay the Allowed Secured Claims of CIT, Brycon and the City of Tucson in full. With respect to the proposed refinancing, Matt Leach of Horizon Mortgage Capital has been working with the Debtor's principals, the Khanguras, in connection with the refinancing of several of the Khanguras' projects, including the properties owned by Legacy, Optima and the Debtor. Mr. Leach has over 40 years of experience in commercial real estate financing. Over those years, he has been responsible for over $1 billion in commercial real estate loans. A full-text copy of the Third Amended Disclosure Statement dated March 11, 2024 is available at https://urlcurt.com/u?l=S4frP9 from PacerMonitor.com at no charge. Attorneys for the Debtor: Randy Nussbaum, Esq. Philip R. Rudd, Esq. SACKS TIERNEY P.A. 4250 N. Drinkwater Blvd., 4th Floor Scottsdale, AZ 85251-3693 Telephone: 480.425.2600 Facsimile: 480.970.4610 E-mail: Randy.Nussbaum@SacksTierney.com Philip.Rudd@SacksTierney.com About Crestwood Hospitality Crestwood Hospitality LLC, operates the Holiday Inn Express & Suites Tucson Mall, an "all suite" hotel built in 2004, pursuant to a license agreement with Holiday Hospitality Franchising, LLC. Crestwood filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 21-03091) on April 23, 2021. In the petition signed by Sukhbinder Khangura, its member and vice president, the Debtor estimated between $1 million and $10 million in assets, and between $10 million and $50 million in liabilities. Judge Brenda Moody Whinery is assigned to the case. Sacks Tierney P.A., is the Debtor's counsel. CUETO CONSULTING: Seeks to Hire Proledge Inc. as Bookkeeper ----------------------------------------------------------- Cueto Consulting & Construction, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Proledge, Inc. as bookkeeper. The firm will provide general bookkeeping services to the Debtor. The firm will be paid at these rates: Niccole Eveleigh $75 per hour Bookkeeper $40 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Patrick Roney Proledge, Inc. 1250 S Capital of Texas Hwy. Bldg III Austin, TX 78746 Tel: (877) 503-8607 About Cueto Consulting & Construction, LLC Cueto Consulting & Construction, LLC in Fort Worth, TX, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Tex. Case No. 23-43707) on December 4, 2023, listing $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Andrew Cueto, president, signed the petition. Judge Edward L. Morris oversees the case. Eric A. Liepins, PC serves as the Debtor's legal counsel. CUSTOM LOGGING: Wins Interim Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized Custom Logging, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through the date of confirmation of a Plan. The Debtor requires the use of cash collateral to pay for proper and necessary insurance coverage for its automobiles and equipment. The possible lienholders of the Debtor's cash collateral are Commercial Credit Group, Globex Funding, Iruka Capital Group, Parkview Advance, and Venture Plus Partners dba Avanza Capital. As adequate protection, the Secured Creditors are granted a lien in the Debtor's post-petition revenue and other assets acquired post-petition to the same extent and priority as they had prior to the filing of the case. The monthly adequate protection payments be made consistent with the amounts shown on the budget A copy of the order and the Debtor's budget is available at https://urlcurt.com/u?l=NMVHcv from PacerMonitor.com. The Debtor projects $185,000 in operating revenue and $184,757 in total expenses for one month. About Custom Logging, LLC Custom Logging, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02538) on September 1, 2023. In the petition signed by James Sherrill Sewel, member-manager, the Debtor disclosed $50,000 in assets and up to $10 million in liabilities. Judge Pamela W. Mcafee oversees the case. Philip M. Sasser, Esq., at Sasser Law Firm, represents the Debtor as legal counsel. CYXTERA TECHNOLOGIES: $14.6-Mil. Kirkland Payout Okayed in Ch.11 ---------------------------------------------------------------- Emlyn Cameron of Law360 reports that a New Jersey bankruptcy judge on Monday, February 26, 2024, approved $43.8 million in final fee and expense applications for professionals involved in Cyxtera Technologies Inc.'s Chapter 11 case, with almost half the money going to an investment banking firm and roughly $15 million to Kirkland & Ellis LLP. About Cyxtera Technologies Headquartered in Coral Gables, Fla., Cyxtera Technologies, Inc. -- https://www.cyxtera.com/ -- is a global data center company providing retail colocation and interconnection services. The Company provides a suite of connected and automated infrastructure and interconnection solutions to more than 2,300 enterprises, service providers and government agencies around the world -- enabling them to scale faster, meet rising consumer expectations and gain a competitive edge. Cyxtera and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-14853) on June 4, 2023. In the petition signed by Eric Koza, chief restructuring officer, the Debtor disclosed up to $131 million in assets and up to $2.679 billion in liabilities. Judge John K. Sherwood oversees the case. The Debtors tapped Kirkland and Ellis LLP and Kirkland and Ellis International LLP as general bankruptcy counsel, Cole Schotz P.C. as co-bankruptcy counsel, Guggenheim Securities, LLC, as investment banker, AlixPartners LLP as restructuring advisor, and Kurtzman Carson Consultants LLC as noticing and claims agent. An ad hoc group of first lien lenders is represented by Gibson, Dunn & Crutcher LLP as legal counsel and Houlihan Lokey, Inc., as financial advisor. On June 20, 2023, the U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors. The committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal counsel and Alvarez & Marsal North America, LLC, as financial advisor. D&S ENTERPRISES: Property Sale Proceeds to Fund Plan ---------------------------------------------------- D&S Enterprises, Inc., submitted an Amended Plan of Reorganization/Liquidation dated March 7, 2024. The Proponent submits this Amended Plan which proposes: * Subject to Court approval, the Proponent seeks to sell the real property located at 136 Campsite Road, Bernville, Pennsylvania (the "Property"). Proponent will sell the Property and any other assets owned by the Debtor (collectively, the "Project") and satisfy all the claims as provided for hereunder. If Proponent sells the Project it would be to the Stalking Horse Purchaser described, subject to higher and better bids at a sale under Section 363 of the Bankruptcy Code. * the Project is not sold under the provisions of Section 363 of the Bankruptcy Code, then, in the alternative, and with the approval of this Court, the Proponent will auction the Project for sale and satisfy all the claims provided for hereunder on or before the Auction Date. The Effective Date of the proposed Amended Plan is 30 days after the Confirmation Order becomes a Final Order. The Proponent's Amended Plan would pay all Claims and Class of Creditors in full based upon the estimated value of the Property. Class 1 consists of Priority Tax Claims. Class 1 is not impaired. Except as otherwise provided herein, the treatment and consideration to be received by Class 1 shall be in full settlement, satisfaction, release and discharge of its respective Claims and Liens. Class 1 Priority Claims shall receive 100% of their Claim. Post-confirmation interest at the statutory rate will be paid on the principal portion of the Claim. In the event a sale of the Property occurs, any amounts remaining due to the holder of the Class 1 Claim will be paid in accordance with and subject to the approval of the Court. Class 2 consists of the Secured First Mortgage Claim of Hopkins. The Class 2 Claim is unliquidated and undisputed. Based on available information, the Debtor assumes that Class 2 will assert a Secured Claim of $2,778,836.97 as of November 2, 2023 based on a judgment confessed by Hopkins against Debtor. The Debtor shall pay all current and post-petition real estate taxes, maintain, and insure the Property. Debtor will provide Hopkins with proof of payment of real estate taxes within five business days of payment. Debtor shall list Hopkins as a loss payee on its insurance covering the Property. Debtor shall, on the Effective Date and every 6 months thereafter, provide to Hopkins a copy of its current insurance policy listing Hopkins as a loss payee. The Debtor believes that the Class 2 Claim will not be Impaired. Based on the existing Stalking Horse Agreement and an expected sale price of approximately $5,200,000, the expected proceeds from the sale of the Property are expected to be sufficient to pay in full all Allowed Claims. Concurrent with the sale of the Property, which sale must be approved by the Court, Debtor shall pay in full Hopkins' Claim as of the Petition Date in the amount of $2,778,836.97, and Hopkins shall simultaneously withdraw its confessed judgment and dismiss all related litigation with respect thereto. Any post-petition charges or fees of Hopkins shall be paid following Court approval. Class 3 consists of General Secured Claims. Each holder of an Allowed Secured Claim in Class 3 shall receive payment from the proceeds of the sale of the Property. Debtor believes that the Amended Plan will result in payment in full of Allowed Class 3 Claims. The treatment and consideration to be received by holders of Class 3 Allowed Claims shall be in full settlement, satisfactions, release and discharge of their respective Claims and Liens. No interest will be paid on account of Class 3 Claims. No Class 3 Claim will be allowed to the extent that it is for post-Petition interest or other similar postPetition charges. Class 4 consists of General Unsecured Claims. The Class 4 Claims are not impaired. Each holder of an Allowed Unsecured Claim shall receive payment from the proceeds of the sale of the Property. The treatment and consideration to be received by holders of Class 4 Allowed Claims shall be in full settlement, satisfactions, release and discharge of their respective Claims and Liens. No interest will be paid on account of Class 4 Claims. No Unsecured Claim will be allowed to the extent that it is for post Petition interest or other similar post-Petition charges. General Unsecured Claims in Class 4 are not secured by Property of the Debtor and are not entitled to priority. Any mechanics' lien claims or other liens that were not properly filed and perfected prior to the Petition Date will be treated as General Unsecured Claims and included in Class 4. The Amended Plan shall be funded by the sale of the Project pursuant to Sections 363(b) and (f) of the Bankruptcy Code, subject to the Stalking Horse Agreement. Alternatively, if the Section 363 sale does not occur, then Debtor will proceed to auction the Property for sale with a floor sale price of $4,000,000.00. Debtor believes this funding of the Amended Plan will maximize proceeds available for distribution by allowing for an orderly sale of the Property. The Debtor's efforts to date have resulted in an offer by Stalking Horse Purchaser to acquire the Project for a purchase price of $5,200,000.00, subject to higher and better offers, in accordance with that certain Purchase and Sale Agreement dated as of February 19, 2024 (the "Stalking Horse Agreement"), which contemplates a sale pursuant to Sections 3 63 (b) and (f) of the Bankruptcy Code. A full-text copy of the Amended Plan dated March 7, 2024 is available at https://urlcurt.com/u?l=WkAmkJ from PacerMonitor.com at no charge. Attorney for the Debtor: Mark S. Haltzman, Esq. Eric B. Freedman, Esq. SILVERANG, ROSENZWEIG & HALTZMAN, LLC 900 East Eighth Avenue, Suite 300 King of Prussia, PA 19406 Tel: (610) 263-0115 E-mail: MHaltzman@sanddlawyers.com About D&S Enterprises D&S Enterprises, Inc., a company in Bernville, Pa., filed Chapter 11 petition (Bankr. E.D. Pa. Case No. 23-13318) on Nov. 2, 2023, with $1 million to $10 million in both assets and liabilities. Scot Powell, president, signed the petition. Judge Patricia M. Mayer oversees the case. Mark S. Haltzman, Esq., at Silverang Rosendzweig & Haltzman, LLC serves as the Debtor's legal counsel. DEADWORDS BREWING: Hires New Mill Capital as Broker/Auctioneer -------------------------------------------------------------- Deadwords Brewing Company, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ New Mill Capital Holdings, LLC as its broker/auctioneer. The Debtor operates a brewery, bar, restaurant, and event space located at 23 N. Orange Blossom Trail, Orlando, Florida 32805. New Mill will solicit prospective purchasers for the sale of its brewery assets via an auction or as a turnkey operation. New Mill shall receive a 6 percent commission plus all out-of-pocket expenses from the closing of a turnkey sale of the property. In an auction scenario, New Mill shall retain a 10 percent commission from the hammer price of all items of brewery sold. New Mill represents no interest adverse to the Debtor in the maters upon which they are to be engaged, according to court filings. The firm can be reached through: Eric Weiler New Mill Capital Holdings, LLC 50 Louis NW, 6th Floor Grand Rapids, MI 49503 Telephone: (616) 607-9667 Email: ericw@newmillcapital.com About Deadwords Brewing Company LLC Deadwords Brewing Company LLC is a craft brewpub operating in the Parramore District of Downtown Orlando. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04117) on October 2, 2023. In the petition signed by James D. Satterfield, managing member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Grace E. Robson oversees the case. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP, represents the Debtor as legal counsel. DIGITAL MEDIA: $225MM Bank Debt Trades at 56% Discount ------------------------------------------------------ Participations in a syndicated loan under which Digital Media Solutions LLC is a borrower were trading in the secondary market around 44.1 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $225 million facility is a Payment in kind Term loan that is scheduled to mature on May 25, 2026. About $219.4 million of the loan is withdrawn and outstanding. Headquartered in Clearwater, Florida, Digital Media Solutions, Inc. is a provider of data-driven, technology-enabled digital performance advertising solutions connecting consumers and advertisers within the auto, home, health, and life insurance, plus a long list of top consumer verticals. DIXON HOLDINGS: Hires Young Hanks & Hanks as Accountant ------------------------------------------------------- Dixon Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Young, Hanks & Hanks, CPAs, PA as accountant. The firm will prepare and file the Debtor's federal income tax returns for 2021, 2022, and 2023; assist, advise, and provide the Debtor with services related to any other associated accounting and tax-related matters which may arise during the Bankruptcy Case. The firm will be paid at the rates of $85 to $250 per hour. The firm prepared the Debtor's 2021 and 2022 federal tax returns. For the 2021 tax return and bookkeeping, the cost was $1,100. For the 2022 tax return and bookkeeping, the cost was $1,200. The Debtor requests authorization to make these payments. Young, Hanks will prepare the Debtor's 2023 form 1065 tax return at an estimated cost of $1,300. Young, Hanks will also be reimbursed for reasonable out-of-pocket expenses incurred. Sydney Young, a partner at Young, Hanks & Hanks, CPAs, PA, 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: Sydney Young Young, Hanks & Hanks, CPAs, PA 229 Nokomis Ave S Venice, FL 34285 Tel: (941) 800-2424 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. DOUGHP INC: Seeks to Hire Larson & Zirzow as Bankruptcy Counsel --------------------------------------------------------------- Doughp, Inc. and Doughp Nevada, LLC seek approval from the U.S. Bankruptcy Court for the District of Nevada to hire Larson & Zirzow, LLC as their bankruptcy counsel. The firm will render these services: (a) prepare on behalf of the Debtors, as debtors in possession, all necessary or appropriate motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' bankruptcy estates; (b) take all necessary or appropriate actions in connection with a plan of reorganization and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; (c) take all necessary actions to protect and preserve the Debtors' estates including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estate; and (d) perform all other necessary legal services in connection with the prosecution of the Chapter 11 Case. The firm will be paid at these rates: Matthew C. Zirzow, Esq. $650 per hour Benjamin Chambliss, Esq. $450 per hour Patricia Huelsman, Paralegal $275 per hour In addition, the firm will seek reimbursement for expenses incurred. Larson & Zirzow received a retainer in the amount of $30,000. Matthew Zirzow, Esq., an attorney at Larson & Zirzow, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew C. Zirzow, Esq. Zachariah Larson, Esq. LARSON & ZIRZOW, LLC 850 E. Bonneville Ave. Las Vegas, NE 89101 Telephone: (702) 382-1170 Facsimile: (702) 382-1169 Email: mzirzow@lzlawnv.com zlarson@lzlawnv.com About Doughp Inc. Doughp, Inc. is a Las Vegas-based edible cookie dough company. Doughp filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-10770) on February 21, 2024, with $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Kelsey E. Moreira, president, signed the petition. Judge Hilary L. Barnes oversees the case. Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC represents the Debtor as legal counsel. E-STONE USA: Court OKs Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, authorized E-Stone USA Corporation and affiliates to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance. As adequate protection for the Debtors' use of cash collateral, First Bank Puerto Rico and First Southern Bank are granted a valid and properly perfected replacement lien on and security interest in (i) all property that constitutes "Collateral" and (ii) the proceeds thereof to the same extent, validity, and priority as existed as of the Petition Date. In addition, the Landlord is granted a replacement lien to the same extent, validity, and priority as existed in favor of the Landlord as of the Petition Date, subject to the Debtors' rights to challenge the Landlord's asserted liens. A final hearing on the matter is set for April 17, 2024 at 1:30 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=faBP4F from PacerMonitor.com. The Debtor projects total operating expenses, on a weekly basis, as follows: $159,300 for the week beginning March 25, 2024; $164,966 for the week beginning April 1, 2024; and $140,000 for the week beginning April 8, 2024. About E-Stone USA Corporation E-Stone USA Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20805) on December 28, 2023. In the petition signed by Ilaria Di Landro, chief financial officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Peter D. Russin oversees the case. Edward J. Peterson, Esq, at Johnson, Pope, Bokor, Ruppel & Burns, LLP, represents the Debtor as legal counsel. EAGLE ROCK: Seeks to Hire Parsons Behle & Latimer as Attorney ------------------------------------------------------------- Eagle Rock Timber, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire Parsons Behle & Latimer as its attorneys. The firm's services include: (a) advising the Debtor with respect to its powers and duties as debtor in possession as it navigates through the Chapter 11 bankruptcy process; (b) advising and consulting on the conduct of the Chapter 11 Case, including all of the legal requirements of operating in chapter 11; (c) advising the Debtor in connection with corporate transactions and corporate governance, negotiations, consent solicitations, credit agreements, financing agreements, and other agreements with creditors, equity holders, prospective acquirers and investors, reviewing and preparing of documents and agreements, and such other actions; (d) reviewing and preparing pleadings in connection with the Chapter 11 Case, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtor's estate, and appearing in court, and taking other actions with respect to the foregoing; (e) attending meetings and negotiating with representatives of creditors, including the subchapter V trustee, and other parties in interest; (f) advising the Debtor with legal issues related to the Debtor's financial circumstances, including with respect to restructuring, financing, corporate, tax, litigation, mergers and acquisition, and employment issues, in each case as may be necessary or appropriate; (g) performing all other ancillary and necessary legal services for the Debtor in connection with the prosecution of the Chapter 11 Case, including assisting the Debtor in (i) analyzing the legal aspects of the Debtor's leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtor; and (iii) advising the Debtor on corporate and litigation matters; (h) taking all necessary legal actions to protect and preserve the Debtor's estate as the Debtor requests, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor in negotiations concerning litigation in which the Debtor is involved, including objections to claims filed against the Debtor's estates; and (i) taking any necessary action on behalf of the Debtor as the Debtor requests to obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto. The hourly rates of the firm's counsel and staff are as follows: Jon A. Stenquist, Shareholder $525 J. Thomas Beckett, Shareholder $760 Alexander S. Chang, Law Clerk $325 Parsons Behle & Latimer 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: J. Thomas Beckett, Esq. Parsons Behle & Latimer 201 S. Main Street, Suite 1800 Salt Lake City, UT 84111 Tel: (801) 532-1234 Fax: (801) 536-6111 Email: tbeckett@parsonsbehle.com About Eagle Rock Timber, Inc. Eagle Rock is a Native American owned horizontal contractor capable of tackling Tribal, State, Federal, and Private projects. Eagle Rock Timber, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 24-40066) on February 16, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Rick Gokey as president. Judge Noah G. Hillen presides over the case. Jon A. Stenquist, Esq. at PARSONS BEHLE & LATIMER represents the Debtor as counsel. EAST TEXAS MACHINING: Taps Bodwell Vasek Wells as Accountant ------------------------------------------------------------ East Texas Machining & Manufacturing, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Bodwell Vasek Wells DeSimone, LLP as its accountant. The firm will be preparing various Internal Revenue Service tax and reporting forms and other accounting matters or services which are required by it during the pendency of this case. The firm will be paid at these rates: Derek Reddell, partner $385 per hour Hannah Scott, director $270 per hour Lane Hulse, manager $220 per hour The firm can be reached through: Derek Reddell Bodwell Vasek Wells DeSimone, LLP 8117 Preston Road West Tower - Ste. 460 Dallas, TX 75225 Telephone: (972) 591-3224 About East Texas Machining & Manufacturing East Texas Machining & Manufacturing is a manufacturer of concealed carry rifles, compact weapons, sub compact weapons, complete uppers, barrel systems, and weapon system kits. East Texas Machining & Manufacturing, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-60629) on Dec. 14, 2023. The petition was signed by Corby Hall as managing member. At the time of filing, the Debtor estimated $2,955,141 in assets and $2,985,878 in liabilities. Michael E Gazette, Esq. at the Law Offices of Michael E. Gazette represents the Debtor as counsel. EASTGATE WHITEHOUSE: Hires Westerman Ball as Special Counsel ------------------------------------------------------------ David Wallace of Trigild Management, LLC, the Chapter 11 Plan Administrator for the estate of Eastgate Whitehouse, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Westerman Ball Ederer Miller Zucker & Sharfstein, LLP as special litigation counsel. The Debtor needs the firm's legal assistance in connection with the marketing and sale of certain assets of the Debtors and the prosecution of certain litigation claims, in accordance with the Plan and the Plan Administrator Agreement. The firm will be paid at these rates: Attorneys $495 to $775 per hour Associates $275 to $495 per hour Paraprofessionals $250 to $275 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John E. Westerman, Esq., a partner at Westerman Ball Ederer Miller Zucker & Sharfstein, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John E. Westerman, Esq. Westerman Ball Ederer Miller Zucker & Sharfstein LLP 1201 RXR Plaza Uniondale, NY 11553 Tel: (516) 622-9220 About Eastgate Whitehouse, LLC Rye, N.Y.-based Eastgate Whitehouse, LLC, owns an apartment building in Manhattan. Eastgate Whitehouse sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22635) on Aug. 19, 2022. In the petition filed by its managing member, William W. Koeppel, the Debtor reported between $10 million and $50 million in both assets and liabilities. Judge Sean H. Lane oversees the case. The Debtor tapped Joel Shafferman, Esq., at Shafferman & Feldman, LLP as bankruptcy counsel; the Law Office of Christopher J. Alvarado, P.C., as special counsel; and Krell & Associates, CPA, PC, as accountant. EBIX INC: Hires Deloitte Tax LLP as Tax Services Provider --------------------------------------------------------- Ebix, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Deloitte Tax LLP as Tax Services Provider. The firm will provide these services: a. advise the Debtors with their efforts to calculate tax basis in the stock of each of the Debtors' subsidiaries or other equity interests; b. advise the Debtors with their efforts to calculate tax basis in assets by entity; c. advise the Debtors with their evaluation and modeling of the tax effects of liquidating, disposing of assets, or merging or converting entities as part of the restructuring, including the effects on federal and state tax attributes, state incentives, apportionment and other tax planning; d. advise the Debtors as they consult with their legal and financial advisors on the cash tax effects of restructuring, bankruptcy and the post-restructuring tax profile, including transaction costs and/or plan of reorganization tax costs, and the cash tax effects of these chapter 11 cases and emergence transaction, including obtaining an understanding of the Debtors' financial advisors' valuation model to consider the tax assumptions contained therein; e. advise the Debtors regarding the restructuring and bankruptcy emergence process from a tax perspective, including analyzing various structuring alternatives and modification of debt; f. advise the Debtors on the cancellation of debt income for tax purposes under Internal Revenue Code ("IRC") section 108, including cancellation of debt income generated from a restructuring, bankruptcy emergence transaction, and/or modification of the debt; g. advise the Debtors on post-restructuring tax attributes and post-bankruptcy tax attributes (tax basis in assets, tax basis in subsidiary stock and net operating loss carryovers) available under the applicable tax regulations and the reduction of such attributes based on the Debtors' operating projections; including a technical analysis of the effects of Treasury Regulation Section 1.1502-28 and the interplay with IRC sections 108 and 1017; h. advise the Debtors on net built-in gain or net built-in loss position at the time of "ownership change" (as defined under IRC section 382), including limitations on use of tax losses generated from post-restructuring or post bankruptcy asset or stock sales; i. if eventually applicable, advise the Debtors on the effects of tax rules under IRC sections 382(l)(5) and (l)(6) pertaining to the post-bankruptcy net operating loss carryovers and limitations on their utilization, and the Debtors' ability to qualify for IRC section 382(l)(5); j. advise the Debtors as to the treatment of post-petition interest for federal and state income tax purposes, including the applicability of the interest limitations under IRC section 163(j); k. advise the Debtors as to the state and federal income tax treatment of prepetition and post-petition reorganization costs, including restructuring-related professional fees and other costs, the categorization and analysis of such costs, and the technical positions related thereto; l. advise the Debtors on state income tax treatment and planning for restructuring or bankruptcy provisions in various jurisdictions including cancellation of indebtedness calculations, adjustments to tax attributes and limitations on tax attribute utilization; m. advise the Debtors on responding to tax notices and audits from various taxing authorities; n. assist the Debtors with identifying potential tax refunds and advise the Debtors on procedures for tax refunds from tax authorities; o. advise the Debtors on income tax return reporting of restructuring issues and related matters; p. assist the Debtors with documenting, as appropriate, the tax analysis, development of the Debtors' opinions, recommendation, observations, and correspondence for any proposed restructuring alternative tax issue or other tax matter described above; q. advise the Debtors on non-U.S. tax implications and structuring alternatives; r. as requested by the Debtors and as may be agreed to by Deloitte Tax, advise the Debtors regarding other state, federal, or non-U.S. income tax questions that may arise in the course of the engagement; and s. as requested by the Debtors and as may be agreed to by Deloitte Tax, assist in documenting as appropriate, the tax analysis, development of the Debtors' opinions, recommendation, observations, and correspondence for any proposed debt restructuring or combination alternative tax issue or other tax matter. The firm will be paid at these rates: Partner / Principal / Managing Director $1,145 per hour Senior Manager $1,005 per hour Manager $855 per hour Senior $740 per hour Staff $625 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Elias Tzavelis, a partner at Deloitte Tax LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Elias Tzavelis Deloitte Tax LLP 30 Rockefeller Plaza New York, NY 10112-0015 Tel: (212) 436-7815 About Ebix, Inc. Ebix Inc. -- https://www.ebix.com/ -- is headquartered in Atlanta, Ga., and it supplies software and electronic commerce solutions to the insurance industry. With approximately 200 offices across six continents, Ebix, (NASDAQ: EBIX) endeavors to provide on-demand infrastructure exchanges to the insurance, financial services, travel and healthcare industries. Ebix and its affiliates filed Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 23-80004) on Dec. 17, 2023. At the time of the filing, Ebix reported between $500 million and $1 billion in both assets and liabilities. Judge Scott W. Everett oversees the cases. The Debtors tapped Sidley Austin, LLP as bankruptcy counsel; O'Melveny and Myers, LLP as special counsel; AlixPartners, LLP as financial advisor; and Jefferies, LLC as investment banker. Omni Agent Solutions, Inc. is the claims agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by McDermott Will & Emery, LLP. ELANCO ANIMAL: Moody's Affirms 'Ba3' CFR, Outlook Stable -------------------------------------------------------- Moody's Ratings affirmed Elanco Animal Health Incorporated's Corporate Family Rating at Ba3 and Probability of Default Rating at Ba3-PD. At the same time, Moody's affirmed the senior secured bank credit facilities at Ba2, and senior unsecured ratings at B2. Moody's also revised the company's speculative grade liquidity rating to SGL-1 from SGL-2. The outlook is stable. The ratings affirmation partially reflects Elanco's announced asset sale of its Aqua business, with over $1 billion in potential sale proceeds earmarked by management for debt repayment. At the same time, Moody's expects organic free cash flow generation to materially improve in 2024 as the Bayer integration is now substantially complete (including the ERP system transition). Moody's also views Elanco's recently announced strategic restructuring plan as an incremental positive step to bolster profitability and enhance its focus on the international pet health business. Moody's notes the earnings potential from Elanco's innovation portfolio that will ramp up through 2025 with three potential "blockbusters" (defined as peak revenues of over $100 million) expected to receive FDA approval in the first half of 2024. Having said that, Elanco's new product pipeline will need to take market share from competitive products already on the market with established quality track records. As such there is uncertainty around Elanco's ability to meet its targets ($600 to $700 million of innovation revenue by 2025). RATINGS RATIONALE Elanco's Ba3 Corporate Family Rating reflects its high financial leverage, notwithstanding the company's intention to pay down a substantial amount of debt in 2024 with proceeds from the sale of its Aqua business. On Moody's adjusted basis, debt to EBITDA was above 6x as of December 31, 2023, and Moody's expects that leverage will decrease to approximately 5x by the end of 2024. The rating also broadly reflects Elanco's weak performance track record and aggressive financial policies including debt funded acquisitions. Finally, the rating reflects Elanco's trailing growth profile, partially driven by its new product pipeline that has lagged competitors to date in business segments such as parasiticides and dermatology. The rating is supported by Elanco's size and scale with revenue of more than $4.4 billion, making it one of the largest animal health companies globally. Moody's expects Elanco's free cash flow to materially improve in 2024 as integration expenses wind-down from the Bayer acquisition. Finally, the rating incorporates Moody's favorable view of the animal health end-market, which Moody's believes has lower business risk than other healthcare sectors with good long-term growth prospects. Elanco's CIS-4 indicates the rating is lower than it would have been if ESG risk exposures did not exist. The score reflects governance considerations (G-4), driven by Elanco's inconsistent management credibility and track record, with material debt-funded acquisitions and historical underperformance to Moody's projections that drove multiple downgrades since the company spun-off from Eli Lilly and Company (A1 Stable) in 2019. Elanco is pursuing opportunities to improve its track record, including pipeline assets that have the potential to improve organic growth, as well as debt paydown targets. The score also reflects exposure to social risks (S-3), driven by responsible production, incorporating the risk of regulation to curb the use of Elanco's antibiotic products in animal protein production globally. The SGL-1 Speculative Grade Liquidity Rating reflects Moody's expectation that free cash flow will exceed $300 million 2024. Elanco reported $352 million of cash at December 31, 2023, with $550 million available under its $750 million secured revolver that expires in 2025. Elanco's revolver has financial maintenance covenants. These include a maximum net debt/EBITDA ratio of 7.71x and a minimum interest coverage ratio of 2.0x, and Moody's expects good cushion under both. As of December 31, 2023, Elanco tested at 5.6x (net debt/EBITDA) and 2.6x (interest coverage) under each covenant. The outlook is stable. Moody's expects Elanco's credit metrics will improve to be consistent with the rating level by the end of 2024 primarily due to Elanco's debt paydown initiatives. Moody's also believes that the company's earnings will benefit from its new product pipeline that will ramp up through 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include stable top-line growth and margin expansion. Specifically, debt/EBITDA sustained below 4.5x could lead to an upgrade. Factors that could lead to a downgrade include performance headwinds that extend beyond 2024. If Moody's expects debt/EBITDA to be sustained above 5.5x, the ratings could be downgraded. Headquartered in Greenfield, Indiana, Elanco Animal Health Inc. is a global manufacturer of animal health products. The company develops, manufactures and markets products for a variety of companion and food animals. Elanco's LTM revenues exceeded $4.4 billion as of December 31, 2023. The principal methodology used in these ratings was Manufacturing published in September 2021. ELECTROCORE INC: Marcum LLP Raises Going Concern Doubt ------------------------------------------------------ electroCore, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that Marcum LLP, the Company's auditor since 2020, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 13, 2024, New York, NY-based Marcum LLP, said, "The Company has experienced significant losses and cash used in operations and expects to continue to incur net losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern." The Company has experienced significant net losses and cash used in operations, and it expects to continue to incur net losses and cash used in operations for the near future as it works to increase market acceptance of its medical devices and wellness products. The Company has never been profitable and has incurred net losses and cash used in operations in each year since its inception. The Company incurred net losses of $18.8 million and $22.2 million for the year ended December 31, 2023 and 2022, respectively. As of December 31, 2023, its accumulated deficit was $165.2 million. As of December 31, 2023, the Company had $16.1 million in total assets, $8.7 million in total liabilities, and $7.4 million in total equity. Sales to the United States Department of Veteran Affairs comprised 60.1% of the Company's revenue during the year ended December 31, 2023. The majority of the Company's 2023 sales were made pursuant to our qualifying contract under the Federal Supply Schedule or FSS, which was secured by us in December 2018, as well as open market sales to individual facilities within the government channels. The initial term of our FSS contract was scheduled to expire on January 15, 2024. On January 5, 2024, we obtained a modification to the initial contract, temporarily extending the term from January 15, 2024, to March 14, 2024, and subsequently extending the term to June 14, 2024, while the U.S. Department of Veteran Affairs VA Federal Supply Schedule Service reviews our follow-on offer application for a replacement FSS contract. The Company has historically funded its operations from the sale of its common stock. On July 31, 2023, the Company entered into a registered direct offering with certain institutional and accredited investors, and concurrent private placements with such investors and certain of the Company's officers and directors, resulting in net proceeds to the Company of approximately $7.5 million after deducting the placement agent fees and expenses, and other offering expenses payable by the Company. The Company's expected cash requirements for within the next 12 months. The Company believes its cash and cash equivalents and anticipated revenue will enable it to fund its operating expenses, working capital, and capital expenditure requirements, as currently planned, through 12 months from the date of the accompanying financial statements. There are significant risks and uncertainties as to its ability to achieve these operating results. Due to the risks and uncertainties, there can be no assurance that the Company will have sufficient cash flow and liquidity to fund its planned activities, which could force it to significantly reduce or curtail its activities and potentially cease operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern within the next 12 months. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/ymbur9km About electroCore, Inc. Rockaway, NJ-based electroCore, Inc., and its subsidiaries is a commercial-stage bioelectronic medicine and wellness company dedicated to improving health through its non-invasive vagus nerve stimulation ("nVNS") technology platform. The Company's focus is the commercialization of medical devices for the management and treatment of certain medical conditions and consumer product offerings utilizing nVNS to promote general wellness and human performance in the United States and select overseas markets. ELITE HOME: Amends Plan to Include Dept. of Revenue & Talara Claims ------------------------------------------------------------------- Elite Home Health, LLC submitted an Amended Plan of Reorganization dated March 7, 2024. This Plan provides for 3 classes of secured claims and 1 class of unsecured claims. Unsecured creditors holding allowed claims will receive distribution under this Plan as determined by Section 1129(a)(15) and pursuant to this Plan. Class 1 consists of the priority claim of the Internal Revenue Service in the amount of $188,792.30. The amount shall be paid together with interest at the rate of 5.00% per annum simple interest, by 36 payments of $5,634.80 per month, from the effective date of this plan. Class 4 consists of the secured claim of the United States Small Business Administration. The secured claim is in the amount of $182,519.79. The amount shall be paid together with interest at the rate of 10% per annum simple interest, by 36 payments of $5,840.75 per month, from the effective date of this plan. Like in the prior iteration of the Plan, Class 5 General Unsecured Claims shall approximately 10.00% of the amount owed pre-petition in 36 months, paid in at a total of $291,518.71 over thirty-six months, commencing on the effective date of the Plan. Class 7 consists of the priority claim of Florida Department of Revenue in the amount of $3,883.54. The claim amount shall be paid together with interest at the rate of 5.00% per annum simple interest, by 3 payments of $1,299.90 per month, from the effective date of this plan. Class 8 consists of the secured claim of Talara Investment Group, LLC in the amount of $14,978.13. The claim amount shall be paid together with interest at the rate of 0.00% per annum simple interest, by 2 payments of $7,489.07 per month, from the effective date of this plan. There shall be no distribution on account of disputed claims until such objection or dispute is resolved by final order. The Debtor will make the monthly payments due under the Plan of Reorganization directly to the Creditors. The Debtor will retain all property of the estate and such property shall re-vest in the Debtor at discharge. Thereafter, the Debtor may use, acquire and dispose of their property free of any restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Court. A full-text copy of the Amended Plan dated March 7, 2024 is available at https://urlcurt.com/u?l=Ds6Yjf from PacerMonitor.com at no charge. Debtor's Counsel: Rehan N. Khawaja, Esq. BANKRUPTCY LAW OFFICES OF REHAN N. KHAWAJA 817 North Main Street Jacksonville, FL 32202 Tel: (904) 355-8055 Fax: (904) 355-8058 Email: khawaja@fla-bankruptcy.com About Elite Home Elite Home Health, LLC, is a provider of home health care services in Jacksonville, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01863) on Aug. 8, 2023, with $417,800 in assets and $3,686,831 in liabilities. Brandon Groover, president, signed the petition. Rehan N. Khawaja, Esq., at the Bankruptcy Law Offices of Rehan N. Khawaja represents the Debtor as legal counsel. ENDED PAGE: Unsecured Claims Under $7,500 to Recover 10% in Plan ---------------------------------------------------------------- Bended Page, LLC, submitted an Amended Subchapter V Plan of Reorganization dated March 7, 2024. The Debtor filed this Subchapter V Case only after carefully exploring all of its available options and stretching its available resources thin. Debtor recognizes that the cooperation and assistance from third parties is finite. Among other things, Debtor was faced with the need to purchase inventory for the 2023 holiday season and Debtor's credit availability to do so was limited. Class 3 consists of the Secured Claim of Lendistry, which shall be Allowed in the amount of all principal and accrued interest at the non-default contractual rate as of the Effective Date. As of the Effective Date, the existing transaction documents between Lendistry and Debtor shall be deemed to be in full force and effect. Lendistry shall retain its Lien on those assets of Debtor described in its transaction documents. This Claim will be paid from Projected Disposable Income on the terms set forth in the transaction documents. To the extent that Debtor sells its assets as part of a coordinated Sale Process under this Plan, Lendistry shall retain its Lien against such assets, along with its relative priority, and such Lien shall further attach to any sale proceeds generated by the Debtor. Class 3A consists of the Secured Claim of the City and County of Denver for unpaid personal property taxes. Debtor will pay the Class 3A Claim, with interest as required by law, from Available Cash on or as soon as reasonably practicable after the Effective Date. To the extent that Debtor sells its assets as part of a coordinated Sale Process under this Plan, the City and County of Denver shall retain its Lien against such assets, along with its relative priority, and such Lien shall further attach to any sale proceeds generated by the Debtor. Any sale proceeds generated by the Debtor shall not be distributed until further order of the Court. Class 4 consists of the Secured Claim of Yesco, which shall be Allowed in the amount $12,128.96, less any amounts paid towards Yesco's Secured Claim after the Petition Date. As of the Effective Date, the existing transaction documents between Yesco and Debtor shall be deemed to be in full force and effect. Yesco shall retain its Lien on those assets of Debtor described in its transaction documents. This Claim will be paid from Projected Disposable Income on the terms and the dates set forth in the transaction documents. To the extent that Debtor sells its assets as part of a coordinated Sale Process under this Plan, Yesco shall retain its Lien against such assets, along with its relative priority, and such Lien shall further attach to any sale proceeds generated by the Debtor. Class 5 consists of Allowed Administrative Convenience Claims, being Unsecured Claims equal to or less than $7,500. Holders of these Claims shall receive payment by Debtor from Available Cash equal to 10% of the Allowed amount of such Claims, on or as soon as reasonably practicable after the later of (i) the Effective Date, or (ii) the date such Claim is Allowed; however in the event the Debtor commences the Sale Process, all holders of Allowed Administrative Convenience Claims shall become holders of Allowed Claims in Class 6 and receive the treatment provided for such class. This Class is impaired under the Plan, and holders of Claims in this Class will be entitled to vote to accept or reject the Plan. Allowed Administrative Convenience Claims are estimated to total $270,483.09. Class 6 consists of General Unsecured Claims. Holders of Allowed Claims in this Class shall receive pro rata payment from Projected Disposable Income over a period of 3 years, to be paid in annual installments on the last day of January 2026, January 2027, and January 2028 for the prior year. If this Plan is consensual, the payments will be made by Debtor; if non-consensual, the payments will be made by the Subchapter V Trustee. In the event of a Sale Process, holders of Allowed General Unsecured Claims shall receive pro rata payment from remaining Available Cash, if any, after payment of holders of allowed claims in prior classes. Holders of Claims in this Class may also submit a Convenience Claim Election to opt into Class 5. This Class is impaired under the Plan, and holders of Claims in this Class will be entitled to vote to accept or reject the Plan. Claims in this Class are estimated to total $3,014,796.80. In the event that the DIP Lender exercises its Conversion Right, then on the Effective Date, title to Debtor's assets and property, including all claims, causes of actions and other interests shall be vested in Debtor, as reorganized by this Plan, free and clear of any liens, claims, interests or encumbrances. In the event that the DIP Lender does not exercise its Conversion Right, then Debtor's assets and property shall remain property of the estate. The Debtor's Projected Disposable Income will be used for distributions to creditors as set forth herein. As the Projections reflect, the total estimated amount of distributions over the three-year period from the Plan Effective Date through December 31, 2027 is $478,057.14 in total, with $26,200 to administrative convenience creditors (Class 5), $193,653 to secured creditors (Classes 3, 3A and 4), and $260,817.14 to Unsecured Creditors (Class 6), which assumes that during term of the Plan that Debtor continues to operate from 15,000 square feet of retail space and, therefore, is not required to pay make monthly installment payments on the Ingram Secured Claim, the Ingram Section 503(b)(9) Claim, or the PRH Section 503(b)(9) Claim. In the event Debtor is required to make monthly payments on those claims during the Plan term, the amount payable to Class 6 Unsecured Claims will be reduced by the amount Debtor pays on the Ingram Secured Claim, the Ingram Section 503(b)(9) Claim, or the PRH Section 503(b)(9) Claim. A full-text copy of the Amended Subchapter V Plan dated March 7, 2024 is available at https://urlcurt.com/u?l=lx2gW9 from PacerMonitor.com at no charge. Attorneys for the Debtor: Andrew D. Johnson, Esq. J. Brian Fletcher, Esq. Gabrielle G. Palmer, Esq. Onsager | Fletcher | Johnson | Palmer LLC 600 17th Street, Suite 425 North Denver, CO 80202 Telephone: (720) 457-7059 Email: ajohnson@OFJlaw.com jbfletcher@OFJlaw.com gpalmer@OFJlaw.com About Bended Page LLC Bended Page, LLC is a book store owner in Denver, Colorado. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-14679) on October 16, 2023. In the petition signed by Bradford Dempsey, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Michael E. Romero oversees the case. Andrew D. Johnson, Esq., at Onsager Fletcher Johnson Palmer LLC, represents the Debtor as legal counsel. ENVIVA INC: Davis Polk & McGuireWoods Represent Ad Hoc Group ------------------------------------------------------------ The law firms Davis Polk & Wardwell LLP and McGuireWoods LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of Enviva Inc. and affiliates, the firms represent the Ad Hoc Group. In or around November 2023, the Ad Hoc Group engaged Davis Polk to represent it in connection with the Members' holdings under the 2026 Senior Notes. In or around February 2024, the Ad Hoc Group engaged McGuireWoods to act as co-counsel in the Chapter 11 Cases. Counsel represents only the Ad Hoc Group. Counsel does not represent or purport to represent any entities other than the Ad Hoc Group in connection with the Chapter 11 Cases. In addition, the Ad Hoc Group does not claim or purport to represent any other entity and undertakes no duties or obligations to any such entity. The Members, collectively, beneficially own (or are the investment advisors or managers for funds that beneficially own) or manage approximately (i) $726,376,000 in aggregate principal amount of the 2026 Senior Notes; (ii) $485,639,557 in aggregate principal amount of the Prepetition Senior Secured Debt, (iii) $195,530,000 in aggregate principal amount of the Epes Green Bonds; (iv) $45,000,000 in aggregate principal amount of the Bond Green Bonds; and (v) 5,073,753 shares of common stock of Enviva Inc, in each case. The Ad Hoc Group Members' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. ALLSPRING GLOBAL INVESTMENTS 1415 Vantage Park Drive 3rd Floor Charlotte, NC 28203 * $20,025,000 in aggregate principal amount of 2026 Senior Notes 2. AMERICAN INDUSTRIAL PARTNERS 450 Lexington Avenue 40th Floor New York, NY 10017 * $40,244,962.22 in aggregate principal amount of Prepetition Senior Secured Debt * 80,333,000 in aggregate principal amount of 2026 Senior Notes * 3,249,767 shares of common stock of Enviva Inc. 3. ARENA CAPITAL ADVISORS, LLC 12121 Wilshire Boulevard Suite 1010 Los Angeles, CA 90025 * $65,500,000 in aggregate principal amount of Prepetition Senior Secured Debt * $86,085,000 in aggregate principal amount of 2026 Senior Notes 4. ARES MANAGEMENT LLC 2000 Avenue of the Stars 12th Floor Los Angeles, CA 90067 * $22,000,000 in aggregate principal amount of Prepetition Senior Secured Debt * $88,542,000 in aggregate principal amount of 2026 Senior Notes 5. BARCLAYS BANK PLC 745 Seventh Avenue New York, NY 10019 * $54,014,811.08 in aggregate principal amount of Prepetition Senior Secured Debt * $6,748,000 in aggregate principal amount of 2026 Senior Notes 6. CYRUS CAPITAL PARTNERS, L.P. 65 East 55th Street 35th Floor New York, NY 10022 * $129,460,783.38 in aggregate principal amount of Prepetition Senior Secured Debt * $125,830,000 in aggregate principal amount of 2026 Senior Notes * $28,390,000 in aggregate principal amount of Epes Green Bonds * $27,018,000 in aggregate principal amount of Bond Green Bonds 7. DIAMETER CAPITAL PARTNERS LP 55 Hudson Yards Suite 29B New York, NY 10001 * $55,655,000 in aggregate principal amount of 2026 Senior Notes * $31,000,000 in aggregate principal amount of Epes Green Bonds 8. EATON VANCE MANAGEMENT, BOSTON MANAGEMENT AND RESEARCH, CALVERT RESEARCH AND MANAGEMENT and MORGAN STANLEY INVESTMENT MANAGEMENT INC. Two International Place Boston, MA 02110 and 1585 Broadway New York, NY 10036 * $69,131,000 in aggregate principal amount of 2026 Senior Notes 9. FEDERATED HERMES 1001 Liberty Avenue Pittsburgh, PA 15222-3779 * $33,775,000 in aggregate principal amount of 2026 Senior Notes 10. HUDSON BAY CAPITAL MANAGEMENT LP * $125,500,000 in aggregate principal amount of Epes Green Bonds 11. KEYFRAME CAPITAL PARTNERS, L.P 65 East 55th Street 35th Floor New York, NY 10022 * $17,527,000 in aggregate principal amount of Prepetition Senior Secured Debt * $30,000,000 in aggregate principal amount of 2026 Senior Notes * $10,640,000 in aggregate principal amount of Epes Green Bonds * $17,982,000 in aggregate principal amount of Bond Green Bonds * 1,823,986 shares of common stock of Enviva Inc. 12. MONARCH ALTERNATIVE CAPITAL LP 535 Madison Avenue 26th Floor New York, NY 10022 * $83,392,000 in aggregate principal amount of Prepetition Senior Secured Debt * $87,752,000 in aggregate principal amount of 2026 Senior Notes 13. MORGAN STANLEY & CO. LLC 1585 Broadway 3rd Floor New York, NY 10036 * $18,000,000 in aggregate principal amount of 2026 Senior Notes 14. OAKTREE CAPITAL MANAGEMENT, LP 333 S Grand Avenue 29th Floor Los Angeles, CA 90071-1504 * $73,500,000 in aggregate principal amount of Prepetition Senior Secured Debt * $24,500,000 in aggregate principal amount of 2026 Senior Notes Co-Counsel for the Ad Hoc Group of Creditors: Dion W. Hayes, Esq. K. Elizabeth Sieg, Esq. Connor W. Symons, Esq. McGUIREWOODS LLP Gateway Plaza 800 East Canal Street Richmond, VA 23219 Telephone: (804) 775-1000 Facsimile: (804) 775-1061 Email: dhayes@mcguirewoods.com bsieg@mcguirewoods.com csymons@mcguirewoods.com -and- Damian S. Schaible, Esq. David Schiff, Esq. Joseph W. Brown, Esq. Hailey W. Klabo, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, NY 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 Email: damian.schaible@davispolk.com david.schiff@davispolk.com hailey.klabo@davispolk.com About Enviva Inc. 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. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 24-10453) on March 13, 2024, with $2,893,581,000 in assets and $2,631,263,000 in liabilities. Glenn T. Nunziata, interim chief executive officer and chief financial officer, signed the petitions. Judge Brian F. Kenney presides over the case. The Debtors tapped VINSON & ELKINS LLP as general bankruptcy counsel; KUTAK ROCK LLP as local counsel; and ALVAREZ & MARSAL HOLDINGS, LLC as financial adviser. ENVIVA INC: Moody's Cuts PDR to D-PD Following Bankruptcy Filing ---------------------------------------------------------------- Moody's Ratings downgraded Enviva Inc.'s probability of default rating to D-PD from Ca-PD. Moody's also affirmed the company's Ca corporate family rating and the C ratings on senior unsecured notes due 2026, The Industrial Development Authority of Sumter County, Alabama tax-exempt facilities revenue bonds, Series 2022, and backed tax exempt revenue bonds, Series 2022, issued by the Mississippi Business Finance Corporation (MBFC). The Speculative Grade Liquidity Rating was maintained at SGL-4 and the outlook was changed to stable from negative. Subsequent to the actions, the ratings for Enviva Inc. will be withdrawn shortly as a consequence of the filing for Chapter 11. RATINGS RATIONALE The downgrade of Enviva's probability of default rating to D-PD follows the company's announcement on March 12 that it filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The downgrade reflects governance risks stemming from the previous management's decisions to enter into repurchase agreements with a customer at prices that are substantially above current market prices creating obligations that the company cannot fulfill. These obligations continue to constrain the company even as it seeks to reduce debt by $1 billion though the bankruptcy process as it continues to operate. As part of its bankruptcy filing, the company entered into two Restructuring Support Agreements ("RSA"). One RSA is with an ad hoc group of holders 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, and approximately 45% of bonds related to its greenfield project near Bond, Mississippi, and a second RSA with certain holders representing more than 92% of bonds related to the Bond project. Under the RSAs, senior secured credit facility claims will be repaid in full. The holders of $250 million Epes green bond and $100 million bonds for the Bond project (net of paydown with remaining restricted cash) and the holders of the $750 million unsecured notes due in 2026 will receive pro rata share of the reorganized equity. The company has received commitments of up to $500 million of debtor-in-possession (DIP) financing from its lenders and noteholders, subject to court approval. The DIP facility is expected to support continued operations across the company, with $150 million available immediately after court approval and the remainder available through additional draws. Enviva's Ca CFR reflects concerns over its ability to generate profits during a period of weak wood pellet prices. It also reflects Moody's view of the potential recovery on Enviva's debt given the value of the business and sizeable third-party liabilities. RATINGS OUTLOOK The stable outlook reflects Enviva's expectations that the company will have access to liquidity through the DIP financing and that the restructuring will be completed during the fourth quarter of 2024. The principal methodology used in these ratings was Manufacturing published in September 2021. EYE CARE: $8MM DIP Loan from Create Capital Has Final OK -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, authorized Eye Care Leaders Portfolio Holdings, LLC and its debtor-affiliates to use cash collateral and obtain postpetition financing, on a final basis. The Debtors obtained a senior secured postpetition financing facility from Create Capital LLC consisting of a superpriority debtor-in-possession credit facility pursuant to the terms and conditions of the Superpriority Secured Debtor in Possession Credit Facility Term Sheet. The DIP Facility consists of a superpriority priming line of credit and term loan facility with an aggregate principal amount of up to $8 million. Under the Court's prior interim order, the Debtors were permitted to draw DIP Loans in the maximum amount of $1.3 million, subject to compliance with the terms, conditions, and covenants described in the DIP Term Sheet, the Interim DIP Order, and the Approved Budget. Upon entry of the Final DIP Order, approval to draw DIP Loans in an amount up to $6.7 million, subject to compliance with the terms, conditions and covenants described in the Replacement DIP Loan Documents, the Final DIP Order and the Approved Budget. All DIP Obligations will be due and payable in full in cash unless otherwise agreed to by the DIP Lender in writing on the earliest of: (i) July 31, 2024; (ii) if the Final DIP Order has not been entered, 35 days after the Petition Date; (iii) the acceleration of the DIP Loan and the termination of the DIP Commitments upon the occurrence of an Event of Default, (iv) the effective date of any plan of reorganization; (v) the date the Court converts any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code; (vi) the date the Court dismisses any of the Chapter 11 Cases; (vii) the consummation of the sale of all or substantially all of the Debtors' assets; and (viii) the date an order is entered in any of the Chapter 11 Cases appointing a chapter 11 trustee or examiner with enlarged powers. Principal of, and accrued interest on, the DIP Loan and all other amounts owing to the DIP Lender under the DIP Facility will be payable on the DIP Termination Date. The Debtors are required to comply with these milestones: 1. No later than seven days after filing the Motion, the Court must have entered the Interim DIP Order; 2. No later than 14 days after the Petition Date, the Debtors must with the Court a motion to approve procedures for the marketing and sale of the Debtors' assets in form and substance reasonably acceptable to the DIP Lender; 3. No later than 21 days after the Bid Procedures Motion is filed, the Bankruptcy Court must have entered an order approving the same. The Bid Procedures Order and applicable bid procedures must, consistent with the DIP Term Sheet, authorize and approve the DIP Lender's credit bid of the DIP Obligations, in whole or in part, pursuant to 11 U.S.C. section 363(k) for any or all of the Debtors' assets; 4. Not later than 30 days after entry of the Bid Procedures Order, the Court must have entered an order approving one or more sales of the Debtors' assets; and 5. No later than 35 days after the Petition Date, the Court must have entered the Final DIP Order. Between 2014 and 2017, certain of the Debtors entered into multiple allegedly secured term loan agreements with various entities related to GHTG Investment, LLC for the purpose of acquiring certain other Debtor entities. Each Prepetition Term Loan, if truly debt, is due at maturity, bears interest at rates of 5-5.50% per annum and matures in either June 2029 or December 2029. As of the Petition Date, the outstanding aggregate principal and interest due under the Prepetition Term Loans purports to be approximately $118 million. The Debtors have no other long-term debt obligations. As a condition to entry into the DIP Loan Documents, the extensions of credit under the DIP Facility and the authorization to use cash, the Debtors have agreed, that proceeds of the DIP Facility and cash will be used in accordance with the terms of the Interim DIP Order, the DIP Loan Documents, and the Approved Budget, solely to (i) provide working capital and for general corporate purposes of the Debtors during the Chapter 11 Cases; (ii) pay interest, fees, costs and expenses related to the DIP Facility; (iii) pay the fees, costs and expenses of the estate professionals retained in the Chapter 11 Cases as set forth in the Approved Budget and approved by the Bankruptcy Court; (iv) pay the DIP Lender Reimbursements; (v) make all permitted payments of costs of administration of the Chapter 11 Cases; and (vi) pay such prepetition expenses as are consented to by the DIP Lender and approved by the Bankruptcy Court. As security for the DIP Obligations, the DIP Lender is granted security interests in and liens and mortgages upon all tangible and intangible prepetition and postpetition property in which any or each of the Debtors or their respective Estates have an interest of any kind or nature, whether existing on or as of the Petition Date or thereafter acquired or created, wherever located. The Prepetition Lenders are granted, pursuant to 11 U.S.C. sections 361, 362, 363(c)(2), and 363(e), replacement liens on the Prepetition Collateral to the same extent, validity and priority as existed prior to the Petition Date, subject and subordinate only to (i) the DIP Liens and (ii) the Carve Out. The events that constitute an "Event of Default" include: 1. Failure to make payments when due under the DIP Loan Documents; 2. Invalidity of the DIP Loan Documents; 3. Any of the Debtors will file a pleading seeking to vacate or modify the Interim DIP Order or the Final DIP Order over the objection of the DIP Lender; 4. Entry of an order without the prior written consent of the DIP Lender amending, supplementing or otherwise modifying the Interim DIP Order or the Final DIP Order; and 5. Reversal, vacatur or stay of the effectiveness of the Interim DIP Order or the Final DIP Order except to the extent reversed within five Business Days. The Carve-Out means (i) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the U.S. Trustee under 28 U.S.C. section 1930(a) plus interest pursuant to 31 U.S.C. section 3717; (ii) to the extent allowed by the Bankruptcy Court at any time, whether by interim order, final order, or otherwise, all accrued and unpaid fees, disbursements, costs and expenses incurred by persons or firms retained by the Debtors pursuant to 11 U.S.C. sections 327, 328 or 363 and all accrued unpaid fees, disbursements, costs and expenses incurred by the Committee (if any) pursuant to 11 U.S.C. sections 328 and 1103 at any time before or on the first business day following delivery by the DIP Lender of a Carve Out Trigger Notice, whether allowed by the Bankruptcy Court prior to or after delivery of a Carve Out Trigger Notice; and (iii) Allowed Professional Fees of Estate Professionals in an aggregate amount not to exceed $200,000 incurred after the first business day following delivery by the DIP Lender of a Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, final order, or otherwise. A copy of the order is available at https://urlcurt.com/u?l=6byFiQ from PacerMonitor.com. About Eye Care Leaders Portfolio Eye Care Leaders Portfolio Holdings, LLC, provides a suite of software specifically geared towards ophthalmology and optometry practices, practice management, surgical, revenue cycle management (RCM), MIPS reporting and more. Eye Care Leaders is a one-stop shop for eye care specialists and their patients. Eye Care Leaders and more than 30 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Tex. Lead Case No. 24-80001) on Jan. 16, 2024. In the petition filed by CEO/portfolio Sophie Turrell, Eye Care disclosed $100 million to $500 million in assets against $500 million to $1 billion in debt. The Hon. Michelle V. Larson presides over the cases. Gray Reed is the Debtors' bankruptcy counsel. B. Riley Financial Inc. is the Debtors' financial advisor. Counsel to Create Capital LLC, the DIP Lender: Norman N. Kinel, Esq. Squire Patton Boggs (US) LLP 1211 Avenue of the Americas, 26th Floor New York, NY 10036 E-mail: norman.kinel@squirepb.com - and - Wes J. Camden, Esq. Williams Mullen 301 Fayetteville Street, Suite 1700 P.O. Box 1000 (27602) Raleigh, NC 27601 E-mail: wcamden@williamsmullen.com EYECARE PARTNERS: $300MM Bank Debt Trades at 63% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 37.5 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $300 million facility is a Term loan that is scheduled to mature on November 15, 2029. The amount is fully drawn and outstanding. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products. FAIRFIELD MEDICAL: Moody's Alters Ratings Outlook to Stable ----------------------------------------------------------- Moody's Ratings has affirmed Fairfield Medical Center's (FMC, OH) Ba3 revenue bond rating. At the same time, Moody's revised FMC's outlook to stable from negative. FMC has about $126 million of debt outstanding. Revision of the outlook to stable from negative reflects recent improvement in operating performance, which will support gradual improvement in liquidity and leverage metrics. RATINGS RATIONALE The Ba3 is supported by the organization's distinctly leading market position as a community hospital in Lancaster, OH. Additional strengths include an all fixed rate debt structure and minimal indirect debt liabilities. Recent and substantial improvement in operating performance through the last six months of fiscal 2023, driven by revenue capture and cost cutting initiatives, further support the rating and stable outlook. Leverage and liquidity metrics will remain weak but gradually begin to improve as operating cash flow strengthens and capital expenditures remain minimal. As a result, headroom to both days cash hand and debt service coverage covenants will improve. That said, FMC will continue to face challenges as a relatively small rural provider, particularly around recruitment and retention, which will contribute to volatility in volumes. Additionally, FMC's high governmental payor mix will continue to challenge longer term revenue growth. RATING OUTLOOK The stable outlook reflects the likelihood that recent improvement in operating performance will continue into fiscal 2024, supporting a return to breakeven operations and an operating cash flow margin in the mid-single digit range. Days cash and cash to debt measures are expected to stabilize and gradually improve over time. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Operating cash flow margins sustained at 6%, leading to improved debt affordability with debt to cash flow below 5x -- Increase in liquidity with days cash over 80 days FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Inability to approach a mid-single digit operating cash flow margin by the end of fiscal 2024 -- Deterioration of liquidity with days cash falling below 60 days -- Narrowing in headroom to bond covenants LEGAL SECURITY The bonds are secured by a gross revenue pledge of Fairfield Medical Center (sole obligated group member) as well as a lease-hold and sub-lease-hold mortgage pledge. The lease shall not under any circumstances terminate so long as the Series 2013 Bonds are outstanding. Additionally, there is a debt service reserve fund in place. Covenants include a minimum 65 days cash on hand and a 1.1x debt service coverage requirement; failure to meet would result in a consultant call in. If days cash falls below 45 days or debt service coverage falls below 1.0x it would be considered an event of default. PROFILE FMC is a 220 bed general acute-care hospital in the City of Lancaster, Ohio, located about 30 miles southeast of Columbus. METHODOLOGY The principal methodology used in this rating was US Not-for-profit Healthcare published in February 2024. FAMILY STATCARE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Family Statcare of Northeast Ohio, LLC 1570 Reimber Road Wadsworth, OH 44281 Chapter 11 Petition Date: March 14, 2024 Court: United States Bankruptcy Court Northern District of Ohio Case No.: 24-50368 Judge: Hon. Alan M Koschik Debtor's Counsel: Peter Tsarnas, Esq. GERTZ AND ROSEN, LTD. 159 S. Main Street, Suite 400 Akron, OH 44308 Tel: (330) 255-0735 E-mail: ptsarnas@gertzrosen.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kenneth A. Filbert as president and sole member. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QBU6GJQ/Family_Statcare_of_Northeast_Ohio__ohnbke-24-50368__0001.0.pdf?mcid=tGE4TAMA FIRST BRANDS: Fitch Lowers LongTerm IDR to 'B+', Outlook Stable --------------------------------------------------------------- Fitch Ratings has downgraded First Brands Group LLC's (FBG) Long-Term (LT) Issuer Default Rating (IDR) to 'B+' from 'BB-'. Fitch has affirmed FBG's secured asset-based lending (ABL) revolver rating at 'BB+'/'RR1'. Fitch has affirmed FBG's first lien secured term loan rating (which includes proposed USD400 million and EUR200 million add-ons) at 'BB+' but revised the Recovery Rating to 'RR1' from 'RR2'. Fitch has also affirmed FBG's second lien secured term loan rating at 'BB-' but revised the Recovery Rating to 'RR3' from 'RR4'. The Rating Outlook is Stable. The downgrade of the IDR reflects Fitch's view that FBG continues to prioritize the acquisition of companies via add-ons to its first lien term loan, which leads to a financial profile more in-line with 'B+' rating tolerances. Fitch first assigned the previous 'BB-' IDR to FBG in 2021 and, at that time, expected the company to fund most acquisitions with internally generated cash flow. Forecasted leverage is now running higher and coverage is lower than originally expected. Over the longer term, refinancing risk could also heighten, with about USD4.1 billion of first lien term loan debt (pro forma for the proposed add-ons) maturing in March 2027. However, despite the downgrade, Fitch continues to view FBG's business profile as consistent with the 'BB' category. KEY RATING DRIVERS Term Loan Add-Ons: FBG plans to execute two new add-ons to its existing first lien term loan: USD400 million and EUR200 million. The USD portion will be fungible with the USD add-ons that were completed in December 2022, February 2023 and August 2023. The EUR add-on will be fungible with the EUR300 million tranche that was completed in November 2023. The proposed transaction will be the fourth add-on undertaken since the beginning of 2023, following a USD300 million increase in February, a USD450 million increase in August and the EUR300 million add-on in November. Proceeds from the proposed add-ons to be used to repay the USD225 million 2024-I incremental first lien term loan the company entered into in February 2024 and to add cash to the company's balance sheet, likely to fund future acquisitions. Pricing, terms and conditions are expected to be consistent with the existing first lien term loan. Declining Interest Coverage: The steep rise in interest rates over the past year has made FBG's cost of debt significantly more expensive. Based on current SOFR rates, Fitch estimates that cash interest on the USD portions of FBG's first lien term loan continues to run above 10.5%, while interest on the second lien term loan is likely running a little under 14.0%. EURIBOR-based cash interest on the EUR tranche of the term loan is likely running closer to 9.0%. The increase in floating-rate debt, plus elevated interest rates, is currently forecasted to result in EBITDA interest coverage, pro forma for acquisitions undertaken in 2023, declining below 2.5x by YE 2024, down from 3.6x at YE 2022, according to Fitch's methodology. This level of interest coverage is consistent with an IDR in the 'B' range. Over the longer term, Fitch expects coverage to remain in the 2.5x-3x assuming the continued prioritization of debt-funded M&A. Strong Business Profile: FBG maintains a strong and diversified portfolio of aftermarket brands that are market-leading across multiple categories. FBG has the leading market share in North America in the aftermarket brakes, filters, fuel pumps, gas springs and wipers categories. Key brands include Centric, Raybestos and StopTech in brakes; FRAM and CHAMP in filters; Carter and Airtex-ASC in fuel and water pumps; STRONGARM in gas springs; AUTOLITE in spark plugs; Horizon in towing equipment; and Trico, ANCO and Michelin in wipers. Cost-Saving Initiatives: FBG continues to identify substantial cost-savings opportunities, the majority of which are related to acquisitions completed over the past several years. In order to achieve the anticipated savings, FBG expects to incur material restructuring charges that will be realized as the cost-savings initiatives progress. Fitch views the savings as largely achievable and has incorporated much of the savings into its forecasts. FCF Expected to Grow: Fitch expects FBG's FCF margins, according to Fitch's methodology, to be solid but pressured a bit in the short term due to the timing of the company's restructuring activities, as well as increased interest costs on a higher debt load and increased interest rates. Higher capex could also put some pressure on FBG's near-term FCF margin. Pro forma for acquisitions completed over the past year, Fitch expects FBG's FCF margins to run at about 4.5% in 2024. Fitch expects FCF margins to rise toward the upper-single-digit range in future years, once the company's cost-savings initiatives are fully implemented and it realizes acquisition synergies. Fitch expects capex as a percentage of revenue to average about 3.0% over the next several years. Leverage Likely to Remain Steady: Fitch expects FBG's leverage to generally hover near the 4.0x level. However, the company has the capacity to reduce leverage over time if it pulls back on acquisitions or funds more acquisitions with FCF. Over the past couple of years, FBG has tended to use debt to put cash on its balance sheet to fund potential acquisitions, with the company carrying excess debt and cash at times while it seeks acquisition opportunities. Including proposed add-ons, FBG has added over USD1.6 billion of debt to its capital structure since the beginning of 2023. However, Fitch expects incremental EBITDA from recent acquisitions, along with synergy benefits and other cost savings, to result in pro forma EBITDA leverage remaining near 4.0x. However, EBITDA leverage could decline below 3.5x over the following two years, but this would require the company to take a pause from the rapid pace of debt-funded acquisitions. DERIVATION SUMMARY FBG primarily focuses on non-discretionary, branded automotive aftermarket parts and components, although it does have some Tier 1 automotive exposure as well. Compared with other rated suppliers with significant exposure to the automotive aftermarket, such as Robert Bosch GmbH (A/Stable), The Goodyear Tire & Rubber Company (BB-/Stable), Tenneco Inc. (B/Stable), and Clarios International Inc. (B/Positive), FBG is smaller, with sales that are less geographically diversified, as the majority of FBG's revenue is derived in North America. Compared with other Fitch-rated auto suppliers, FBG's products generally contain lower levels of technology content, with key products, such as brakes, wiper blades, gas springs, fuel & water pumps, spark plugs, automotive filters, and trailer and towing equipment that are more mature than those of higher-tech rated issuers such as BorgWarner Inc. (BBB+/Stable) or Aptiv PLC (BBB/Stable). Compared with Tenneco and Clarios, FBG's EBITDA leverage is lower and its EBITDA margins are stronger. FBG's strong EBITDA margins are expected to be nearly double those of many investment-grade auto suppliers, such as BorgWarner, Aptiv and Lear Corporation (BBB/Stable), as FBG benefits from restructuring activities and acquisition synergies over the intermediate term. Fitch expects FBG's FCF margins to be stronger than Aptiv and Clarios over time as cash restructuring expenses decline. However, FBG's interest coverage has declined to levels more commensurate with auto suppliers in the 'B' category, as nearly all of the company's debt is subject to floating interest rates. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer Include - Pro forma revenue rises by nearly 60% in 2023, primarily as a result of acquisitions in 2022 and 2023. Beyond 2023, organic revenue growth runs at about 4.0% range annually; - Pro forma EBITDA margins strengthen over the next few years as the company achieves cost efficiencies from restructuring and acquisition synergies; - Pro forma FCF margins run near 4.0% in 2023, and then rise toward the upper-single-digit range thereafter; - Capital intensity, defined as capex as a percentage of revenue, averages about 3.0% for the next several years; - Excess cash is primarily directed toward bolt-on acquisitions. RECOVERY ANALYSIS The recovery analysis assumes that FBG would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach FBG's recovery analysis estimates a GC EBITDA at USD1.1 billion, which reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which the valuation of the company would be based following a hypothetical default. A default could be driven by the loss of one or more significant customers or an acquisition misstep. The sustainable, post-reorganization EBITDA is for analytical valuation purposes only and does not reflect a level of EBITDA at which Fitch believes the company would fall into distress. The GC EBITDA considers FBG's strong product positioning in a growing number of automotive aftermarket categories, the company's relationships with a wide range of automotive parts retailers and the less-cyclical nature of its branded aftermarket products. It also incorporates EBITDA from recently completed or announced acquisitions. The GC EBITDA is lower than Fitch's forecasted EBITDA and assumes the business would shed some lower-margin product lines during a reorganization process. Fitch has used a 5.5x multiple to calculate a post-reorganization valuation. According to the "Automotive Bankruptcy Enterprise Values and Creditor Recoveries" report Fitch published in January 2022, 52% of auto-related defaulters had exit multiples above 5.0x, with 30% in the 5.0x to 7.0x range. However, the median multiple observed across 23 bankruptcies was only 5.1x. Within the report, Fitch observed that 87% of the bankruptcy cases analyzed were resolved as a GC. Automotive defaulters were typically weighed down by capital structures that became untenable during a period of severe demand weakness, either due to economic cyclicality or the loss of a significant customer, or they were subject to significant operational issues. Fitch utilizes a 6.0x enterprise value (EV) multiple based on FBG's strong market position, with a number of highly recognized aftermarket brands and the non-discretionary nature of many of its aftermarket products. Consistent with Fitch's criteria, the recovery analysis assumes that off-balance-sheet factoring is replaced with a super-senior facility that has the highest priority in the distribution of value. Fitch also assumes a full draw on the company's USD250 million secured ABL revolver, which receives priority in the distribution of value waterfall after the factoring, resulting in a Recovery Rating of 'RR1', with a waterfall generated recovery computation (WGRC) in the 91%-100% range. The first lien secured term loan receives priority below the ABL, but there is sufficient value after the ABL to result in the Recovery Rating of 'RR1' for the first lien term loan, also with a WGRC in the 91%-100% range. The second lien term loan receives priority below the first lien loan, resulting in a Recovery Rating of 'RR3' and a WGRC in the 51%-70% range. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - EBITDA leverage sustained below 4.0x; - EBITDA interest coverage sustained above 3.0x; - FCF margins sustained above 1.5%. Factors that could, individually or collectively, lead to negative rating action/downgrade: - A merger or acquisition that results in higher leverage or lower margins for a sustained period; - Debt-funded shareholder returns; - EBITDA leverage sustained above 5.0x; - EBITDA interest coverage approaching 2.0x; - FCF margins sustained at the breakeven level or below. LIQUIDITY AND DEBT STRUCTURE Sound Liquidity: Fitch expects FBG's liquidity position to remain solid. FBG had USD909 million of unrestricted cash excluding Fitch's adjustments for not readily available cash as of Sept. 30, 2023. In addition to its cash, FBG maintains further liquidity through its USD250 million asset-based lending (ABL) revolver that matures in 2028. FBG had USD176 million of remaining available capacity at Sept. 30, 2023 after accounting for USD74 million of outstanding LOCs. The borrowing base did not reduce the amount available on the ABL revolver at Sept. 30, 2023. Based on its criteria, Fitch treats cash needed to cover seasonal needs and other obligations as not readily available for purposes of calculating net metrics. Based on Fitch's estimate of the amount of cash the company needs to keep on hand to cover seasonality in its business, Fitch has treated USD75 million of FBG's cash as not readily available. Debt Structure: As of Sept. 30, 2023, FBG's debt structure consisted of borrowings on its secured credit facility (which includes the first lien term loan, second lien term loan, and the ABL revolver) and off-balance sheet factoring that Fitch treats as debt. Total debt (including off-balance sheet factoring) pro-forma for the 4Q23 and currently proposed add-ons, would have been about USD5.3 billion. FBG's off-balance sheet factoring includes supply chain financing programs that the company has with some of its aftermarket customers to whom the company has entered into extended payment terms. If the financial institutions involved in these programs were to curtail or end their participation, FBG might need to borrow from its revolver to offset the effect, but it could also mitigate at least a portion of the effect by exercising its contractual right to shorten the payment terms with these particular aftermarket customers. ISSUER PROFILE FBG is a manufacturer of non-discretionary, branded automotive aftermarket parts and components in North America. The company has a leading market position in the top-three categories sold at auto parts retailers. Key brands include FRAM, Trico, Centric and Raybestos. 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 ----------- ------ -------- ----- First Brands Group LLC LT IDR B+ Downgrade BB- senior secured LT BB+ Affirmed RR1 BB+ senior secured LT BB+ Affirmed RR1 BB+ Senior Secured 2nd Lien LT BB- Affirmed RR3 BB- GENESIS GLOBAL: Gets Court Okay for SEC Settlement -------------------------------------------------- Jonathan Randles of Bloomberg News reports that failed crypto lender Genesis Global Holdco LLC won bankruptcy court approval of a settlement with the US Securities and Exchange Commission resolving a government lawsuit alleging the company' now terminated Gemini Earn program violated securities rules. Judge Sean Lane said he'd approve the settlement during a Monday, February 26, 2024, hearing, resolving a complaint that could have been an obstacle in Genesis' attempt to win bankruptcy court approval on a plan for distributing cash and crypto to creditors, including Earn customers. About Genesis Global Genesis Global Holdco, LLC, through its subsidiaries, and Global Trading, Inc., provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE. LTD. (GAP) provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Holdco, LLC owns 100% of GGC and GAP. Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are pending before the Honorable Sean H. Lane. At the time of the filing, Genesis Holdco reported $100 million to $500 million in both assets and liabilities. Genesis Holdco is a sister company of Genesis Global Trading, Inc. ("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG"). GGT, DCG and certain of the Holdco subsidiaries are not included in the Chapter 11 filings. The non-debtor subsidiaries include Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA International Limited, Genesis Global Markets Limited, GSB 2022 II LLC, GSB 2022 III LLC and GSB 2022 I LLC. The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez & Marsal Holdings, LLC as financial advisor; and Moelis & Company, LLC, as investment banker. Kroll Restructuring Administration, LLC, is the Debtors' claims and noticing agent and administrative advisor. The ad hoc group of creditors is represented by Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP. The ad hoc group of Genesis lenders is represented by Proskauer Rose, LLP. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped White & Case, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc., as investment banker; Berkeley Research Group, LLC as financial advisor; and Kroll as information agent. GLOBAL FOOD: EUR245MM Bank Debt Trades at 23% Discount ------------------------------------------------------ Participations in a syndicated loan under which Global Food Solutions Sarl is a borrower were trading in the secondary market around 77.2 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The EUR245 million facility is a Term loan that is scheduled to mature on February 11, 2028. Global Food Solutions is a progressive food service partner, uniquely positioned to create affordable and inspired foods. GOL LINHAS: Hires Ernst & Young Auditores as Auditor ---------------------------------------------------- Gol Linhas Aereas Inteligentes S.A., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Ernst & Young Auditores Independentes S/S Ltda. as auditor. The firm will provide these services: a. audit the consolidated financial statements of the Debtors for the year ended on December 31, 2023, that will be prepared by management in accordance with International Financial Reporting Standards ("IFRS"), issued by the International Accounting Standards Board ("IASB"); b. quarterly review of the consolidated interim financial information for the quarters ended on June 30, 2023, and September 30, 2023, that will be filed with the Form 6‐K; c. audit the internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control‐Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission; d. audit the individual and consolidated financial statements for the year ended on December 31, 2023, which will be prepared by management in accordance with the accounting practices adopted in Brazil and with the IFRS, issued by the IASB; e. quarterly review of the individual and consolidated interim financial information, included in the Quarterly Information Form for the quarters ended on June 30, 2023, and September 30, 2023; f. audit Gol Linhas Aereas S.A.'s consolidated financial statements for the year ended on December 31, 2023; and g. review Gol Linhas Aereas S.A.'s consolidated interim financial information for the six-month period ended on June 30, 2023. The firm will be paid as follows: i. $1,611,772 which has already been invoiced by EY Brazil and paid by the Debtors; and ii. Due to the Debtors' Chapter 11 filing, EY Brazil will execute extraordinary activities as described in the Engagement Letter. EY Brazil estimates such fees will be approximately $169,081, including taxes, based on EY Brazil's hourly rates. During the 90 days before the Petition Date, the Debtors paid approximately $1,058,178 to EY Brazil related to audit services. Bruno Mattar Galvao, a partner at Ernst & Young Auditores Independentes S/S Ltda., 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: Bruno Mattar Galvao Ernst & Young Auditores Independentes S/S Ltda. Sao Paulo Corporate Towers 6 10 andar Villa Nova Conceicao 04543-011 Sao Paulo SP Brasil Tel: +55 11 2573-3000 About Gol Linhas GOL Linhas Aereas Inteligentes S.A. provides scheduled and non-scheduled air transportation services for passengers and cargo; and maintenance services for aircraft and components in Brazil and internationally. The company offers Smiles, a frequent-flyer program to approximately 20.5 million members, allowing clients to accumulate and redeem miles. It operates a fleet of 146 Boeing 737 aircraft with 674 daily flights. The company was founded in 2000 and is headquartered in Sao Paulo, Brazil. GOL Linhas Aereas Inteligentes and its affiliates and subsidiaries voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024. As of the bankruptcy filing, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. Judge Martin Glenn oversees the cases. The Debtors tapped Milbank, LLP as bankruptcy counsel; Seabury Securities, LLC as restructuring advisor, financial advisor and investment banker; Alixpartners, LLP as financial advisor; and Hughes Hubbard & Reed, LLP as aviation counsel. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. GOTO GROUP: Fitch Upgrades the Issuer Default Rating to CCC+ ------------------------------------------------------------ Fitch Ratings has downgraded LMI Parent, L.P.'s and its subsidiary, GoTo Group, Inc.'s (GoTo Group, fka LogMeIn, Inc.) Long-Term Issuer Default Ratings (IDRs) to 'RD' from 'C' following the closing of the second DDE. The company has now executed on exchanging nearly all of its previously existing $3.4 billion of debt (including the undrawn $250 million revolver) for nearly $3 billion of new debt. The distressed debt exchanges (DDEs) were executed through two exchange offers. Fitch views the first and second executed tender offers as DDEs because they were executed well below par and maturities were extended. Fitch believes GoTo Group took these actions to avoid an eventual probable default. Fitch has also assessed the new capital structure and upgraded the IDRs to 'CCC+'. Fitch has upgraded the new first-lien first out revolver, term loans and notes ratings to 'B+' from 'B-' and the recovery rating remains 'RR1'. The new first-lien second out term loan and notes ratings are affirmed at 'CCC' and the recovery rating has been lowered to 'RR5' from 'RR3'. Fitch has withdrawn the rating on the previously existing first-lien term loan and notes which were previously rated 'C'/'RR6'. Those instrument ratings have been withdrawn since they were exchanged. The 'CCC+' rating reflects the company's ongoing revenue declines and negative FCF. Despite Fitch's expectations for negative FCF in 2024, liquidity is viewed as adequate in the near term given GoTo Group's access to the revolver and cash on the balance sheet. A lack of near-term maturities also benefits the credit profile. Fitch has withdrawn the ratings for the previously existing first-lien term loan and first-lien notes because the term loan has been cancelled and the notes only have a de minimus amount outstanding. KEY RATING DRIVERS DDEs Improve Capital Structure: With the closing of the second DDE, GoTo Group has reduced its overall debt balance by $392 million after accounting for the $100 million issuance of a first-lien first out "new money" term loan and extended the maturity dates for the term loans and notes by eight months. The interest rate on the debt instruments remains unchanged resulting only modest interest expense reduction. Importantly, the company's liquidity position has improved given the new $250 million revolver has looser financial covenants than the prior one and the maturity date was extended until 2028 from 2025. Improved Liquidity and Negative FCF: The new $250 million revolver benefits the company's liquidity position in the near term along with the $133 million of cash on the balance sheet as of the end of 2023, down from $170 million at the end of 2022 and $316 million at the end of 2021 (which benefited from a $198 million divestiture). The company's negative FCF has been a key driver of lower liquidity. GoTo Group's FCF in 2022 was negative $55 million and for the first nine months of 2023 was negative $17 million. Fitch forecasts negative FCF for 2023 and continuing into 2024. Fitch believes that the company's ability to reverse the trend in 2025 is dependent on its ability to have stable or growing revenues and EBITDA, which may prove challenging. Fitch could take additional negative rating action if negative FCF persists or accelerates. Continued Revenue Declines: The company's product offerings include innovative offerings and some legacy offerings that have experienced declining revenues. The company's Core Collaboration segment offers GoToMeetings (web conferencing) and other GoTo Group's solutions that have lost small and medium business (SMB) customers and revenues to competitors. Fitch expects revenues for this segment to be down significantly in 2023. This segment did well in the early days of the pandemic, but that favorable impact began modestly winding down in late 2021, and the pace of the decline has since accelerated. Revenues for the company's Remote Support Group has also declined but not to the extent of Core Collaboration. Both UCaaS and LastPass have grown as has, to a lesser extent, Remote Support, but those revenue improvements have not been enough to offset declines in Core Collaboration. Highly Competitive Market: GoTo Group operates in a crowded competitive environment with large and small players that all compete for the same SMB customers. As competition has increased, GoTo Group's overall revenues have declined modestly, largely due to lower results in its Collaboration for web conferencing. Fitch expects GoTo Group to continue facing intense competition across each of its core end markets, including from market leaders who are larger and have greater financial flexibility. While GoTo Group's strategy is focused on providing a comprehensive product platform to the SMB segment, it competes with other SMB focused competitors like 8x8; enterprise focused competitors like RingCentral and Vonage; enterprise solution companies with sizeable installed bases like Microsoft, which offers Teams; and Cisco, which offers Webex. Zoom is another significant competitor that serves all end markets from SMBs to large enterprise customers. Highly Recurring and Diversified Revenues: The majority of GoTo Group's revenues are subscription based. Additionally, it has a number of contracts that are annual or multi-year contracts, and many of those contracts are paid for upfront. Consistent with the fragmented nature of the SMB segment it serves, the company has over 2.5 million paying customers with no customer accounting for more than 0.5% of revenues. Diversified Product Mix: GoTo Group has a variety of product offerings. For the first nine months of 2023, UCaaS (which is largely GoTo Connect) accounted for 34% of revenues and Core Collaboration for 15%. These two segments make up GoTo Group's Unified Core Collaboration (UCC) offerings. In addition, Remote Support accounted for 32% for the quarter's revenues and LastPass for 19%. The LastPass segment has been moved into its own silo, and GoTo Group has been working to create this as a standalone entity since December 2021. DERIVATION SUMMARY GoTo Group's rating of 'CCC+' reflects the company's declining revenues, high leverage and negative FCF. The company benefits from recurring revenues and EBITDA margins in the mid to low 30s. Fitch also believes that despite strong secular demand for UCaaS and network security, GoTo Group's revenues are expected to be negatively affected by the highly competitive landscape that the Core Collaboration segment faces against other web conferencing offerings. The company's leverage was 7.8x at the end of 2023, and Fitch expects it to remain in the range of 7.0x to 8.0x over the rating horizon. GoTo Group has less financial flexibility than other peers in the software sector. Like other private equity owned issuers, Fitch believes that the company's focus is ultimately on ROE rather than debt reduction. Fitch rates the IDRs of the LMI Parent, L.P, and its wholly owned subsidiary, GoTo Group, Inc. on a consolidated basis, using the weak parent/strong subsidiary approach and open access and control factors, based on the entities operating as a single enterprise with strong legal and operational ties. KEY ASSUMPTIONS - Revenues decline in the low to mid-single digits in 2023 through 2025 before stabilizing. It is assumed that the decline from Core Collaboration cannot offset the modest growth in GoTo Group's other segments; - EBITDA margins remain in the low to mid 30's over the rating horizon; - Capex remains low and in the range of 4.0% to 4.5% of revenues over the rating horizon; - Fitch assumes FCF is negative in 2024; - Debt repayments are limited to mandatory amortization payments; - No assumptions are made for dividends or acquisitions. RECOVERY ANALYSIS RECOVERY ANALYSIS ASSUMPTIONS The recovery analysis assumes that GoTo Group would be reorganized as a going-concern (GC) entity in bankruptcy rather than liquidated. The analysis also assumes pressure in the form of sustained customer churn at the Core Collaboration segment, which is assumed to continue to lose SMB customers to the competition such as Zoom, Microsoft Teams, Webex, 8x8, and RingCentral. As a result, Fitch assumes revenues fall to $1 billion and EBITDA margins are 34%, bringing the GC EBITDA to $340 million. Fitch applies a multiple of 6.0x, to arrive at a GC enterprise value (EV) just over $2.0 billion. A 10% administrative claim is assumed leaving just over $1.8 billion available for creditors. TEV/EBITDA Multiple Rationale: An EV Multiple of 6.0x EBITDA is applied to the GC EBITDA to calculate a post-reorganization EV. The choice of this multiple considered the following factors: - Fitch's Bankruptcy Enterprise Values and Creditor Recoveries showed that bankruptcy case study exit multiples for technology peer companies ranged from 2.6x-10.8x. - Of these companies, only five were in the Software sector: Allen Systems Group, Inc. (8.4x), Avaya Inc. (2017: 8.1x and 2023: 7.5x); Aspect Software Parent, Inc. (5.5x), Sungard Availability Services Capital, Inc. (4.6x) and Riverbed Technology Software (8.3x). As a result, Fitch rates the first lien first out debt at 'B+'/'RR1', up three notches from the IDR. The first-lien second out debt is rated 'CCC'/'RR5', down one from the IDR. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Positive FCF generation on a sustained basis; - Sustained revenue growth of mid-single digits, implying an overall stable market position; - Cash from operations less capex to debt above 3% on a sustained basis. Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Revenue declines beyond single digit declines; - Accelerating negative FCF; - Lack of liquidity from the capital markets and the sponsor, which could hamper the company's ability to conduct operations. LIQUIDITY AND DEBT STRUCTURE Improved Liquidity: As of Dec. 31, 2023, GoTo Group had cash on the balance sheet of $133 million. The company's near-term liquidity has improved with the new $250 million revolver due 2028. Fitch expects the company to generate negative FCF in the near term, which would reduce GoTo Group's liquidity position. With the second DDE completed, the debt structure now includes first-lien first out term loans and notes, as well as a first-lien second out term loan and notes. ISSUER PROFILE LMI Parent, L.P. is the parent of its wholly owned subsidiary, GoTo Group, Inc. (GoTo Group, fka LogMeIn Inc.). GoTo Group focuses on unified communication and collaboration (through Unified Communication as a Service [UCaaS] and its collaboration solutions), identity access management, and remote support for the SMB market. ESG CONSIDERATIONS LMI Parent, L.P. has an ESG Relevance Score of '4' for Management Strategy due to the company's revenue decline and negative FCF, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- GoTo Group, Inc. LT IDR RD Downgrade C LT IDR CCC+ Upgrade RD senior secured LT B+ Upgrade RR1 B- senior secured LT CCC Affirmed RR5 CCC senior secured LT WD Withdrawn C LMI Parent, L.P. LT IDR RD Downgrade C LT IDR CCC+ Upgrade RD GOTO GROUP: S&P Withdraws 'CCC+ Issuer Credit Rating ---------------------------------------------------- S&P Global Ratings withdrew all of its ratings on GoTo Group Inc. at the issuer's request. At the time of the withdrawal, its issuer credit rating on the company was 'CCC+', and the outlook was stable. GULF SOUTH: Hires Ayres Shelton Williams as Counsel --------------------------------------------------- Gulf South Energy Services, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Ayres, Shelton, Williams, Benson & Paine LLC as its attorney. The firm will provide these services: a. advise the Debtor as to its rights, duties and powers as a Debtor-in-Possession; b. prepare and file all necessary statements, schedules, and other documents; c. negotiate and prepare one or more plans of reorganization for the Debtor; d. represent the Debtor at all hearings, meetings of creditors, conferences, trials and other proceedings in this case; and e. perform such legal services as may be necessary in connection with this case. The firm will be paid at these rates: Robert W. Raley $350 per hour Curtis R. Shelton $350 per hour Rebecca Harden $80 per hour Stephanie Parker $80 per hour The firm has received in trust a Security Retainer in the amount of $50,000. In a court filing, Robert W. Raley, Esq. of Ayres Shelton disclosed that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Ayres Shelton maintains an office at: Robert W. Raley, Esq. Ayres, Shelton, Williams, Benson & Paine LLC 290 Benton Spur Road Bossier City, LA 71111 Tel: (318) 747-2230 Email: bankruptcy@robertraleylaw.com About Gulf South Energy Services, LLC Gulf South Energy Services, LLC is an oil & natural gas company in Shreveport, Louisiana. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 24-10178) on February 16, 2024. In the petition signed by Todd Davis, managing member, the Debtor disclosed up to $50 million in both assets and liabilities. Judge John S. Hodge oversees the case. Robert W. Raley, Esq., represents the Debtor as legal counsel. HARRISBURG'S HOMETOWN: Hires Brumley Robinson as Accountant ----------------------------------------------------------- Harrisburg's Hometown Pharmacy, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Brumley, Robinson & Associates CPAs PLLC as accountant. The firm will provide bookkeeping and accounting services to the Debtor in the bankruptcy proceeding. The firm will be paid at the rates of $150 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas Scott Brumley, a partner at Brumley, Robinson & Associates, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Thomas Scott Brumley, CPA Brumley, Robinson & Associates CPAs PLLC 14702 Statesville Rd. Huntersville, NC 28078 Tel: (704) 875-6399 About Harrisburg's Hometown Pharmacy, Inc. Harrisburg's Hometown Pharmacy, Inc. is a North Carolina corporation operating as a retail pharmacy in Harrisburg, North Carolina. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.C. Case No. 23-30884) on December 13, 2023. In the petition signed by Sherrie McDonald Everhart, president, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Laura T. Beyer oversees the case. Kristen Nardone, Esq., at Nardone Law, PLLC, represents the Debtor as legal counsel. HAWAIIAN ELECTRIC: Fitch Keeps 'B' LongTerm IDR on Watch Neg. ------------------------------------------------------------- Fitch Ratings maintains Rating Watch Negative (RWN) on Hawaiian Electric Industries, Inc.'s (HEI), Hawaiian Electric Company, Inc.'s (HECO), Maui Electric Co.'s (MECO) and Hawaii Electric Light Company's (HELCO) Long Long-Term Issuer Default Rating (IDR) of 'B'. Fitch maintains RWN on both HEI's and HECO's Short-Term IDRs of 'B'. Fitch also maintains RWN on the senior unsecured debt of HECO and MECO rated 'B+'/'RR3' and senior unsecured debt of HELCO rated 'BB-'/'RR2'. The ratings and the RWN at HECO and HEI reflect potential exposure to large third-party liabilities if utility equipment is determined to have ignited wildfires in Maui in August 2023 and the utility is deemed responsible for such claims. Fitch Ratings believes HEI and HECO's access to capital at a reasonable cost is very limited, given the magnitude of the potential liabilities associated with the wildfires. Additional liquidity expected from the proposed ABL supports near term cash flow needs and maturities in 2025 and 2026, but resolution of the RWN and any improvement in the credit quality would depend on having more clarity on ultimate wildfire financial exposure and any recovery prospects available to the utilities. KEY RATING DRIVERS Near-Term Liquidity Adequate: Both HECO and HEI have sufficient near-term liquidity. HEI and HECO had cash of $137 million and $106 million, respectively, available as of Dec. 31, 2023 following the full revolver draws after the wildfires. Suspension of the HEI shareholder dividend last fall and available cash on balance sheet should provide the necessary cushion in the near term as the companies look to resolve their exposure to the third-party liabilities from the Maui wildfires. HEI's expenses are projected to be around $50 million annually and primarily consist of interest expense payments, corporate overhead and litigation-related expenses. There are no maturities at HECO and HEI in 2024 and there is a $47 million and a $50 million maturity at HECO and HEI, respectively, in 2025. HECO also has a $125 million maturity in 2026 and a revolver step down of $20 million; HEI has a $18 million revolver step down in 2026. Absent access to capital markets, the companies should be able to repay those maturities with cash on hand and proceeds from the ABL facility. A proposed $250 million ABL facility that HECO is looking to put in place pending Commission approval should provide enough liquidity support in the near term as HECO continues to face very limited access to capital markets. Third-Party Liabilities Unclear: HEI, HECO and MECO are facing multiple lawsuits, three of which seeking class action status. As of Feb. 27, 2024, HECO has been named as a defendant in 108 lawsuits by plaintiffs claiming losses related to the Aug. 8, 2023 wildfires. Most of the lawsuits have been moved from the state court to federal court, but jurisdiction is still in the process of being settled. The lawsuits allege that the wildfires were caused by HECO's power lines being knocked down by the wind. The lawsuits also allege that despite high wind warnings HECO failed to shut off power and was negligent in its construction, maintenance, inspection and operation of its overhead electrical infrastructure. While the official cause of the fire that destroyed Lahaina is yet to be determined, several investigations are underway with results from these investigations likely to be disclosed in the next 6 to 12 months. If the investigations determine that utility equipment sparked the wildfires and the utility is deemed to be negligent in a court of law, Fitch believes HECO and MECO may be subject to large third-party liabilities. Unless settled, lawsuits could take several years to be resolved. Significant Potential Financial Impact: Fitch estimates the utilities' exposure to third-party liabilities related to the Maui wildfire of approximately $3.8 billion, recognizing the fluid nature of wildfire risks and exposures and the possibility that higher total liabilities cannot be ruled out. The fire was one of deadliest in U.S. history with the death toll at 101, more than 2,500 structures destroyed, and more than 3,450 acres burned, predominately in the town of Lahaina. The pressure on HEI's equity as well as on HEI and subsidiaries' debt instruments underscores concern regarding the companies' access to capital at a reasonable price. Based on Hawaii Insurance Division data total residential property and personal motor vehicles claims were $1.6 billion as of Nov. 30, 2023. This number does not include uninsured, underinsured and business interruption claims. The apportionment of these losses, if any, remains uncertain, as several other defendants are named in many of the lawsuits, including the State of Hawaii, the County of Maui, large landowners and telecommunications providers. HEI had $165 million of excess liability insurance for third party claims including claims related to wildfires at the time of Maui wildfires. For the excess liability policy that was in place at the time of the event, the company used $75 million for the One Ohana fund to compensate the victims of the fire and another $22.5 million of legal fees are expected to be reimbursed. Legislative Session Focused on Wildfires: There are dozens of bills aiming to address various aspects of wildfire risk introduced into Hawaii legislative session that started in January. Fitch views positively legislative efforts in the state focused on mitigating wildfire risk, but ultimate improvement in the credit quality of the utilities would depend on the legislative outcomes that provide support for utilities financial stability and limit exposure to any potential future liabilities. Several bills focus on utility specific issues including a bill that would establish standards for wildfire risk mitigation planning requirements overseen by the Public Utilities Commission (PUC), along with cost recovery for implementing approved plans; and a bill that would allow for securitization as a financing option to be used for financing wildfire mitigation investments, as well as, costs and expenses arising out of catastrophic wildfires. Another bill that would establish a fund for property owners to recover damages from future catastrophic wildfires, would provide support in case of another catastrophic event not just for utilities, but for all parties impacted. The session ends on May 3, 2024 but if needed the Governor can reconvene a special session in the summer. The Office of the Governor has expressed the importance of legislation that can help stabilize the electric utility. In addition, on Nov. 8, 2023, Hawaii's Governor announced the One Ohana fund to compensate the victims in the Maui wildfires. The fund was launched on March 1, 2024 and beneficiaries are anticipated to receive payments of $1.5 million each in the case of loss of life, with approximately $25 million allocated to serious personal injury claims with amounts to be determined individually. Payments could be received as early as the third quarter of 2024. In exchange for receiving such a payment, beneficiaries will be required to waive their ability to pursue legal claims for wrongful death and severe injuries. Although Fitch does not know the take on the fund yet, if successful it would allow for the victims to be compensated quickly and would resolve a part of potential liabilities. Regulatory Developments: HECO received several supportive regulatory decisions in recent months. In Feb. 2024, HECO received PUC approval for their five-year $190 million Grid Resilience plan. The plan includes resilience investments as the first phase of a long-term effort that will help harden the utility's grids against severe weather-related events, including mitigating wildfire risk. This approval enables the utility to move forward with $95 million in Department of Energy funding by matching it with $95 million in rate recovery capex. In recent months, the utility also received approvals to defer costs associated with the Maui wildfires. HECO deferred $10.9 million of after-tax O&M expenses in 2023 related to Maui wildfires and recovered $17.5 million from insurance of total $29.6 million of 2023 wildfire related expenses. Capex Reduced, Offset by Higher O&M: HECO is limiting its capital expenditure to the lower end of its historical range of capex spend as it focuses on conserving cash. Most of the spending is for maintenance capex, with a focus on wildfire/resilience in the next two years. HECO has also reduced its dividend payment to the parent to $13 million per quarter or around $50 million annually, vs. previous payments of about $130 million. At the same time, HECO's earnings and cash flow are expected to be pressured by materially higher O&M expense, well above inflation adjusted levels allowed under its regulatory construct. Those are primarily driven by higher operating costs related to wildfire mitigation, higher insurance premiums and labor expenses, which are higher than what would be expected under regular course of operations. Fitch views the performance-based approach in Hawaii as a relatively stable rate setting framework for the utilities, providing stable cash flow, but absent a rate case filing to provide recovery for the higher O&M Fitch would expect the utility to materially underearn its allowed ROE over the forecast period. Parent-Subsidiary Linkage: There is parent subsidiary linkage between HECO and its subsidiaries HELCO and MECO. Fitch considers HELCO and MECO to be weaker than HECO due to small scale of operations and limited access to the capital markets. HECO benefits from the ownership of multiple operating subsidiaries that provide scale, diversity and stability to cash flows. Because HECO guarantees the debt of its subsidiaries, legal incentives as considered high, resulting in equalized IDRs for HELCO and MECO with HECO's IDR. HECO's IDR reflects a consolidated credit profile. Under the terms of HEI's RCF, if HEI no longer owns HECO it would constitute an event of default. Given this legal linkage, Fitch has equalized the IDRs of HEI and HECO. ESG Customer Welfare - Fair Messaging, Privacy & Data Security: Fitch is concerned due to the uncertainty on involvement of HECO's equipment in sparking Maui wildfires and the devastation caused to its customers. ESG Exposure to Environmental Impacts: Fitch is concerned about the heightened risk from wildfires and the uncertainty about utility-sparked wildfires, which resulted in material negative impact to the credit quality of the issuers. ESG Exposure to Social Impacts: Unusual wildfire activity in HECO service territory has caused material adverse customer impacts. DERIVATION SUMMARY HEI is primarily comparable to utility holding company PG&E Corporation (PCG; BB+/Stable) in terms of limited access to capital markets caused by potential wildfire-related third-party liabilities. Both HEI and PCG are utility holding companies operating in a single state with generally supportive rate regulation. Similar to HEI and MECO, PCG's wholly owned utility subsidiary, Pacific Gas and Electric Company (PG&E; BB+/Stable), experienced devastating wildfires in 2017-2018. In the case of PCG/PG&E, potential third-party liabilities and financial pressures were accelerated by inverse condemnation, resulting in a solvency crisis that ultimately forced the utility and its parent to file for protection under Chapter 11 of the U.S. Bankruptcy Code. In Hawaii, there is no precedent in applying inverse condemnation to an investor-owned utility, therefore the determination and ultimate payment of potential liabilities related to the fires, if any, could take longer to resolve. Fitch expects HECO will focus on wildfire mitigation in an effort to prevent future catastrophic wildfires. These efforts notwithstanding, Fitch believes the risk of catastrophic wildfire significantly heightens HECO and its subsidiaries' business risk. There has not been a determination if MECO's equipment was involved in ignition of the Maui wildfires. Fitch believes it could take several years for the courts to judge the prudence of the utility's actions if MECO's equipment is deemed to have caused the wildfires. Nonetheless, the overhang of billions of dollars of potential wildfire liabilities combined with other potential adverse impacts from the wildfires have significantly pressured HECO's access to capital at reasonable rates. The higher cost of capital comes when the need for HECO to invest to rebuild parts of its system and mitigate future wildfire risk is acute and expected to result in higher capex and operating costs. HECO is much smaller than PG&E, which ranks among the largest utilities in the U.S. In its 2019 restructuring, PCG and PG&E utilized an estimated rate base value of approximately $29 billion for 2020, and agreed to pay roughly $25.5 billion of wildfire-related liabilities to fire victims and others. PCG and PG&E emerged from bankruptcy in July 2020. While there has been no determination that utility equipment of MECO ignited the Maui wildfires, nor any ruling regarding the prudence of the utility's actions, actual wildfire liabilities could exceed Fitch's projected $3.8 billion. HECO's consolidated rate base was $3.9 billion at YE 2023. KEY ASSUMPTIONS - Exposure to third-party and other liabilities of approximately $3.8 billion. - In the absence of any information on the magnitude of financial impact on HEI and HECO, Fitch did not make any financial assumptions. However, Fitch expects the Maui wildfires will have a very meaningful impact on HEI and HECO's credit metrics; - HECO capex toward the lower end of historical spend over 2024-2026; - HECO's dividend to HEI around $52 million annually; - HECO's ROE lag widening primarily driven by higher O&M costs; - No equity issuance over the forecast period; debt maturities repaid using available cash on hand and the ABL revolver; - To better represent the risk to the consolidated company, Fitch deconsolidates the bank and adds the contributions as recurring dividends to HEI. Fitch assume no bank dividend in 2024 and going forward. - HELCO's and MECO's operations form roughly 15% and 14% of HECO's respectively, consistent with historical levels; - HELCO does not bear any liability from potential costs and liabilities related to the Maui wildfires that HECO and MECO may bear. RECOVERY ANALYSIS Fitch utilized a bespoke recovery analysis to arrive at debt instrument ratings of HECO and its subsidiaries. In a hypothetical default scenario, where the utility equipment is deemed to have ignited the fire, limited access to capital markets due to threat of significant wildfire liabilities drives HECO and its utility subsidiaries to file for bankruptcy. A bankruptcy and similar proceedings with respect to HECO would constitute an event of default of the ABL facility. Fitch utilizes the 2023 rate base for HECO, MECO and HELCO to determine the going concern enterprise value of these entities. Fitch assumed $3.8 billion of wildfire related claims are lodged jointly and severally against HECO and MECO, and expects these claims to be pari passu with their outstanding unsecured obligations. For HELCO, Fitch assumed a going concern enterprise value of $630 million and 10% administrative claims. The Recovery Rating for HELCO's senior unsecured debt is capped at 'RR2' in accordance with Fitch's Corporates Recovery Ratings and Instrument Ratings Criteria. Fitch assumed a going concern enterprise value of $615 million for MECO, which is applied to the unsecured wildfire liabilities and unsecured debt obligations after deducting 10% administrative claims. The Recovery Ratings for MECO's unsecured debt reflect the unsecured guarantee from HECO resulting in an 'RR3' rating. For HECO, Fitch assumed a going concern enterprise value of $3.2 billion, which includes residual equity value from HELCO. After deducting 10% administrative claims, the enterprise value is applied to the $250 million of senior secured ABL facility. The remaining enterprise value is then applied to the unsecured wildfire liabilities, HECO's unsecured debt obligations and MECO's remaining unsecured debt claims, on a pari passu basis. RATING SENSITIVITIES Hawaiian Electric Industries, Inc. Factors that could, individually or collectively, lead to positive rating action/upgrade: - A conclusive determination that utility equipment was not involved in the ignition of recent wildfires in Maui would lead to an upward revision of ratings. However, ratings are unlikely to be restored at prior levels due to heightened risk arising from increasing wildfire activity in utility subsidiaries' service territory and incremental cost of expected wildfire mitigation spending, which is expected to pressure credit metrics; - Tangible evidence of state regulatory and legislative support to mitigate financial risk for the utility subsidiaries against potential large wildfire related claims and future wildfire mitigation costs. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Financial liability arising from the investigations or adverse rulings on the lawsuits without a path to timely recovery of such costs could lead to multi-notch downgrades depending on the involvement of utility equipment igniting the Hawaii fires, if any, and the magnitude of associated liabilities; - Further deterioration in liquidity. Hawaiian Electric Company, Inc. Factors that could, individually or collectively, lead to positive rating action/upgrade: - A conclusive determination that utility equipment was not involved in the ignition of recent wildfires in Maui would lead to an upward revision of ratings. However, ratings are unlikely to be restored at prior levels due to heightened risk arising from increasing wildfire activity in utility subsidiaries' service territory and incremental cost of expected wildfire mitigation spending, which is expected to pressure credit metrics. - Tangible evidence of state regulatory and legislative support to mitigate financial risk for the utility subsidiaries against potential large wildfire related claims and future wildfire mitigation costs. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Financial liability arising from the investigations or adverse rulings on the lawsuits without a path to timely recovery of such costs could lead to multi-notch downgrades depending on the involvement of utility equipment igniting the Hawaii fires, if any, and the magnitude of associated liabilities; - Further deterioration in liquidity; - Determination of the magnitude of wildfire related liabilities that exceeds Fitch's current estimates could lead to diminished recovery for unsecured debt obligations leading to negative rating actions. Maui Electric Company Limited Factors that could, individually or collectively, lead to positive rating action/upgrade: - Positive ratings actions at HECO. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Negative ratings action at HECO; - Determination of the magnitude of wildfire related liabilities that exceeds Fitch's current estimates could lead to diminished recovery for unsecured debt obligations leading to negative rating actions. Hawaii Electric Light Company Inc. Factors that could, individually or collectively, lead to positive rating action/upgrade: - Positive ratings actions at HECO. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Negative ratings action at HECO. LIQUIDITY AND DEBT STRUCTURE Sufficient Near-Term Liquidity: Both HECO and HEI have sufficient near-term liquidity. HEI and HECO had available cash of $137 million and $106 million, respectively, as of Dec. 31, 2023. HEI and HECO (including MECO and HELCO) have no maturities in 2024. The companies are securing additional financing through the proposed utility accounts receivable facility that would provide up to $250 million. In late August 2023, HEI drew $175 million and HECO drew $200 million under their existing RCFs. HEI also suspended the quarterly cash dividend on the company's common stock beginning with 3Q23 to further improve its liquidity position. The dividend was about $160 million annually, of which about $130 million was contributed by HECO's annual dividend. If HEI no longer owns HECO it would constitute an event of default under the terms of HEI's RCF. On May 14, 2023, HEI and HECO exercised their first of two, one-year extensions to the commitment termination date with eight of the nine financial institutions to extend the Credit Facilities to May 14, 2027. HEI and HECO facilities are $175 million and $200 million, respectively, through May 14, 2026, and step down to approximately $157 million and $180 million, respectively, through May 14, 2027. Utilities have ample covenants headroom as of 12/31/2023. Common equity to total capitalization was at 55% for HECO compared to the minimum required of no less than 35%. For HELCO and MECO, funded debt to capitalization ratio was 40.5% and 47.3%, respectively, vs. covenant requirement of no more than 65%. ISSUER PROFILE Issuer Profile: HEI is a parent holding company of integrated regulated electric utility HECO and ASB, a bank, and Pacific Current. HECO, MECO and HELCO are engaged in the generation, purchase, transmission, distribution and sale of electric energy in Hawaii. ASB is the third largest bank in Hawaii with $9.6 billion in assets and $8.2 billion in deposits. Pacific Current invests in non-regulated clean energy in Hawaii. ESG CONSIDERATIONS Hawaii Electric Light Company Inc. has an ESG Relevance Score of '5' for Customer Welfare - Fair Messaging, Privacy & Data Security due to the uncertainty on involvement of HECO's equipment in sparking the Maui wildfires and the devastation caused to its customers, which has a negative impact on the credit profile, and is highly relevant to the rating, resulting in implicitly lower ratings. Hawaii Electric Light Company Inc. has an ESG Relevance Score of '5' for Exposure to Environmental Impacts due to heightened risk from wildfires and the uncertainty on utility-sparked wildfires, which has a negative impact on the credit profile, and is highly relevant to the rating, resulting in implicitly lower ratings. Hawaii Electric Light Company Inc. has an ESG Relevance Score of '5' for Exposure to Social Impacts due to adverse customer and other constituent impacts associated with unusual wildfire activity in Hawaii, which has a negative impact on the credit profile, and is highly relevant to the rating, resulting in implicitly lower ratings. Hawaiian Electric Company, Inc. has an ESG Relevance Score of '5' for Customer Welfare - Fair Messaging, Privacy & Data Security due to the uncertainty on involvement of HECO's equipment in sparking the Maui wildfires and the devastation caused to its customers, which has a negative impact on the credit profile, and is highly relevant to the rating, resulting in implicitly lower ratings. Hawaiian Electric Company, Inc. has an ESG Relevance Score of '5' for Exposure to Environmental Impacts due to heightened risk from wildfires and the uncertainty on utility-sparked wildfires, which has a negative impact on the credit profile, and is highly relevant to the rating, resulting in implicitly lower ratings. Hawaiian Electric Company, Inc. has an ESG Relevance Score of '5' for Exposure to Social Impacts due to adverse customer and other constituent impacts associated with unusual wildfire activity in Hawaii, which has a negative impact on the credit profile, and is highly relevant to the rating, resulting in implicitly lower ratings. Hawaiian Electric Industries, Inc. has an ESG Relevance Score of '5' for Customer Welfare - Fair Messaging, Privacy & Data Security due to the uncertainty on involvement of HECO's equipment in sparking the Maui wildfires and the devastation caused to its customers, which has a negative impact on the credit profile, and is highly relevant to the rating, resulting in implicitly lower ratings. Hawaiian Electric Industries, Inc. has an ESG Relevance Score of '5' for Exposure to Environmental Impacts due to heightened risk from wildfires and the uncertainty on utility-sparked wildfires, which has a negative impact on the credit profile, and is highly relevant to the rating, resulting in implicitly lower ratings. Hawaiian Electric Industries, Inc. has an ESG Relevance Score of '5' for Exposure to Social Impacts due to adverse customer and other constituent impacts associated with unusual wildfire activity in Hawaii, which has a negative impact on the credit profile, and is highly relevant to the rating, resulting in implicitly lower ratings. Maui Electric Company Limited has an ESG Relevance Score of '5' for Customer Welfare - Fair Messaging, Privacy & Data Security due to the uncertainty on involvement of HECO's equipment in sparking the Maui wildfires and the devastation caused to its customers, which has a negative impact on the credit profile, and is highly relevant to the rating, resulting in implicitly lower ratings. Maui Electric Company Limited has an ESG Relevance Score of '5' for Exposure to Environmental Impacts due to heightened risk from wildfires and the uncertainty on utility-sparked wildfires, which has a negative impact on the credit profile, and is highly relevant to the rating, resulting in implicitly lower ratings. Maui Electric Company Limited has an ESG Relevance Score of '5' for Exposure to Social Impacts due to adverse customer and other constituent impacts associated with unusual wildfire activity in Hawaii, which has a negative impact on the credit profile, and is highly relevant to the rating, resulting in implicitly lower ratings. 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 ----------- ------ -------- ----- Hawaiian Electric Industries, Inc. LT IDR B Rating Watch Maintained B ST IDR B Rating Watch Maintained B senior unsecured ST B Rating Watch Maintained B Hawaiian Electric Company, Inc. LT IDR B Rating Watch Maintained B ST IDR B Rating Watch Maintained B senior unsecured LT B+ Rating Watch Maintained RR3 B+ senior unsecured ST B Rating Watch Maintained B Hawaii Electric Light Company Inc. LT IDR B Rating Watch Maintained B senior unsecured LT BB- Rating Watch Maintained RR2 BB- Maui Electric Company Limited LT IDR B Rating Watch Maintained B senior unsecured LT B+ Rating Watch Maintained RR3 B+ HCIC HOLDINGS: Seeks to Hire White Oak Advisors as Accountant ------------------------------------------------------------- HCIC Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ White Oak Advisors, LLC as its accountant. The firm will render these services: a. assist the Debtor with general finance and accounting needs; b. assist the Debtor with reviewing historical transactions and deconsolidating financial statements; c. assist the Debtor with preparing and filing various state and/or federal income tax returns; and d. assist in any ongoing company strategic initiatives, goals, and objectives or other tasks as requested. The firm will bill $275 per hour for the services rendered by Scott Caruthers, manager and sole member of White Oak Advisors. Mr. Caruthers assured the court that White Oak Advisors does not hold or represent any interest adverse to the Debtor and the bankruptcy estate, and is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14). The firm can be reached through: Scott A. Caruthers White Oak Advisors LLC 3483 White Oak Street Highlands Ranch, CO 80129 About HCIC Holdings, LLC HCIC Holdings LLC in Denver, CO, filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 23-14505) on October 4, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Greg Harrington as manager, signed the petition. Judge Kimberley H. Tyson oversees the case. BUECHLER LAW OFFICE, LLC serve as the Debtor's legal counsel. HECLA MINING: Moody's Affirms 'B1' CFR, Outlook Stable ------------------------------------------------------ Moody's Ratings affirmed Hecla Mining Company's B1 Corporate Family Rating, its B1-PD probability of default rating and the B2 rating of its senior unsecured notes. The Speculative Grade Liquidity Rating was downgraded to SGL-3 from SGL-2. The outlook is stable. RATINGS RATIONALE The affirmation of the ratings with a stable outlook reflects Moody's expectations, notwithstanding the deterioration in the company's credit profile as evidenced by higher leverage and weaker liquidity, that Hecla's credit metrics and liquidity will improve to levels commensurate with a B1 rating in the next 12-18 months. Hecla's B1 CFR reflects its favorable geopolitical footprint with operating assets located in the US and Canada, the low-cost position and the long mine life of its Greens Creek (silver, gold, zinc, lead) and Lucky Friday operations (silver, lead, zinc). The rating also benefits from ample organic growth opportunities, significant mineral reserves and geologically attractive exploration portfolio of assets. The rating is constrained by the company's modest scale, exposure to volatile gold, silver, zinc and lead prices, moderate operational diversity, high gross debt levels for the company size, still high-cost position of Casa Berardi mine, and asset concentration risk with Greens Creek and Lucky Friday mines, expected to generate almost all of the company's free cash flow in 2024. Hecla's operating and financial performance weakened in 2023 due to the fire at the underground Lucky Friday mine that stopped production for 5 months, slower than expected ramp-up at the recently acquired Keno Hill mine and broadly higher operating costs. While higher realized gold and silver prices enabled Hecla to generate higher EBITDA, as adjusted by Moody's, of $199 million in 2023 ($181 million in 2022), because of materially higher capex, free cash flow (after dividends) was negative at $175 million, and Hecla had to draw on its revolving credit facility to fund the deficit and support its liquidity position. Leverage as a result, increased to 3.4x from 3x in 2022 and 1.9x in 2021. According to the company, Lucky Friday will ramp up to full production in Q1 2024, with full year production for 2024 at 5-5.3 million ounces, higher than 2023 production guidance (4.5-5 million ounces), while Casa Berardi will transition to surface-only operations by mid-2024 and generate positive free cash starting in 2025. Greens Creek is expected to deliver another year of strong operational performance despite lower silver production, while Keno Hill is expected to produce 2.7-3.0 million ounces of silver in 2024 as the mine ramps up production. Overall, the company has guided for consolidated silver production to grow by 15-20% to 16.5-17.5 million ounces at All-In Sustaining Costs (AISC) of $13-14.50 per ounce and gold production to decline to 121-133 thousand ounces, primarily due lower production at Casa Berardi with the forecast AISC of $1,750-1,975 per ounce. Assuming a gold price of $1,900 per ounce and a silver price of $22 per ounce, Moody's near-term price assumptions, which are well below spot prices, as well as zinc and lead prices of $0.95/lb and $0.90/lb, respectively, Moody's estimate that EBITDA, as adjusted by Moody's, will increase to $210-220 million in 2024 and leverage will improve to 2.6-2.8x. Under this scenario, free cash flow (after dividends) is forecast to be modestly negative. EBITDA could be materially higher and leverage lower if the company realizes gold and silver prices above $2,000 per ounce and $23 per ounce, respectively and achieves its production and cost guidance. Under this scenario, Moody's would also expect the company to be free cash positive in 2024 and use excess cash to pay down the revolver borrowings. Additionally, in 2024, the company expects to receive insurance proceeds of $50 million on its property insurance policy for the property damage and business interruption at Lucky Friday for the 2023 fire incident. The stable outlook reflects Moody's expectations that Hecla will maintain strong operating performance at the Greens Creek mine, ramp up Lucky Friday and Keno Hill mine production as planned and successfully transition Casa Berardi mine to open-pit operations. The outlook also assumes that Hecla will return to free cash flow generation in the next 12-18 months, reduce its gross debt, improve liquidity position and credit metrics to levels commensurate with a B1 rating. Hecla's SGL-3 rating reflects the company's adequate liquidity profile with $106 million in cash and cash equivalents as of 2023 year-end and $15 million available under the $150 million revolving line of credit (RCF) that matures in July 2026. The RCF is secured by the company's assets in the Greens Creek mine and equity interests in certain domestic subsidiaries. In addition to increasing revolver borrowings, Hecla executed on its At-the-market offering (ATM) program in 2022 and 2023 to support its liquidity needs. Financial covenants include a secured leverage ratio (debt secured by liens/EBITDA) of no more than 2.5x, a minimum interest coverage ratio of 3x and a leverage ratio (total debt minus unencumbered cash/EBITDA) of no more than 4x. Moody's expects the company to remain in full compliance with the covenants. Under Moody's Loss Given Default for Speculative-Grade Companies methodology, the B2 rating on the senior unsecured notes, one notch below the CFR, reflects their lower priority position in the capital structure and their effective subordination to the RCF (unrated). The notes are guaranteed on a senior unsecured basis by the majority of the company's subsidiaries. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade would be considered if the company reduces gross debt levels, improves operating performance at the Casa Berardi mine, ramps up production and reduces costs as planned at the Lucky Friday and Keno Hill mines and demonstrates it is able to generate sustained positive free cash flow at various commodity prices. Quantitatively, Moody's would consider an upgrade if the company maintains EBIT margin of at least 12%, interest coverage ratio of at least 3.5x and reduces gross debt levels such that leverage, as adjusted by Moody's, remains below 3.0x (debt/EBITDA) at various gold and silver prices. A negative rating pressure could develop if free cash flow were expected to be negative on a sustained basis, if the company experiences material operational issues at its mines which could result in lowered sustained production and higher costs or if the company engages in material debt-financed M&A activity. Quantitatively, Moody's would consider a downgrade if the leverage ratio increased to and is sustained above 4x and (CFO - Dividends)/Debt) declines below 20% of outstanding debt. A significant reduction in borrowing availability or liquidity could also result in a downgrade. Headquartered in Coeur d'Alene, Idaho, Hecla Mining Company ("Hecla") is primarily a silver and gold producer with zinc and lead by-products. The company operates mines in Alaska (Greens Creek), Idaho (Lucky Friday), Yukon (Keno Hill) and Quebec, Canada (Casa Berardi). Hecla also owns the previously producing San Sebastian mine in Mexico and Nevada assets (former Klondex mines) and multiple other exploration and pre-development properties, including the geologically prospective Rock Creek and Libby exploration projects in Montana. For the twelve months ended December 31, 2023, Hecla generated revenues of $720 million. The principal methodology used in these ratings was Mining published in October 2021. HOG FATHER'S: Hires Wilke CPA's & Advisors as Accountant -------------------------------------------------------- Hog Father's Old Fashioned BBQ, LLC and its affiliate seek approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Wilke CPA's & Advisors, LLP as accountant. The firm will assist in the preparation of annual returns, quarterly returns, assistance with books, general tax advice, review and application for employee retention tax credits, and preparation of the monthly operating reports. The firm will be paid at the rates of $100 to $250 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David Wilke, a partner at Wilke CPA's & Advisors, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David Wilke Wilke CPA's & Advisors, LLP 1721 Cochran Road, Suite 200 Pittsburgh, PA 15220 Tel: (412) 278-2200 About Hog Father's Old Fashioned BBQ, LLC Hog Father's Old Fashioned BBQ, LLC, is a chain of barbeque restaurants in Western Pennsylvania. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-21872) on Sept. 1, 2023. In the petition signed by Frank Puskarich, managing member, the Debtor disclosed $500,000 in total assets and $1 million in total liabilities. Christopher M. Frye, Esq., at Steidl & Steinberg, P.C., is the Debtor's legal counsel. HOLDINGS OF SOUTH FLORIDA: Unsecureds Will Get 4% over 36 Months ---------------------------------------------------------------- Holdings of South Florida, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida a Subchapter V Plan of Reorganization dated March 7, 2024. The Debtor is a Florida limited liability company engaged in the business of operation of a used car dealership in Duval County Florida d/b/a Auto Mac. The Debtor has operated the dealership since 2003. This Chapter 11 bankruptcy case has been filed for the purpose of restructuring their secured debt obligations as well as providing for payment of general unsecured creditors on a pro-rata basis on the effective date of the plan. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $21,240 ($590/month). The final Plan payment is expected to be paid on April 1, 2027. This Plan provides for one (1) class of priority claims; four (4) classes of secured claims; and one (1) class of general unsecured claims. Class 6 unsecured creditors holding allowed claims will receive distribution under this Plan based on their pro rata share via monthly payments of the Debtor's disposable monthly income for 36 months beginning on the Effective Date of this Plan. This Plan also provides for the payment of administrative and priority claims either upon the effective date of the Plan, as agreed or as allowed under the Bankruptcy Code. Class 6 consists of General Unsecured Creditors. To the extent that unsecured claims are filed and allowed, the Debtor shall pay the total amount of $21,240.00 to unsecured claims at the rate of $590.00/month during months 1-36 of the plan. Each allowed unsecured claim will receive its prorate share of this payment for approximately 4% repayment of all unsecured claims. Class 6 is impaired by this Plan. Except as otherwise expressly provided in the Plan or in the order confirming the Plan, (i) The Debtor will retain all property of the estate and confirmation of the Plan vests all property of the estate in the Debtor, and (ii) after confirmation of the Plan, the property dealt with by the Plan shall be free and clear of any and all liens, claims, and interests of any creditors. The Plan contemplates that the Debtor will continue to manage and operate its business with low operating expenses. The Debtor believes the cash flow generated from operations will be sufficient to make all Plan Payments and maintain existing operations, as established by the Projections. A full-text copy of the Subchapter V Plan dated March 7, 2024 is available at https://urlcurt.com/u?l=3y8OpJ from PacerMonitor.com at no charge. Counsel to the Debtor: Thomas C. Adam, Esq. ADAM LAW GROUP, PA 2258 Riverside Avenue Jacksonville FL 32204 Telephone: (904) 329-7249 Facsimile: (904) 615-6561 Email: tadam@adamlawgroup.com About Holdings of South Florida Holdings of South Florida Inc., is a Florida limited liability company engaged in the business of operation of a used car dealership in Duval County Florida d/b/a Auto Mac. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00003) on January 2, 2024, with up to $50,000 in assets and $1 million to $10 million in liabilities. John Romberg, owner, signed the petition. Judge Jacob A. Brown oversees the case. Thomas C. Adam, Esq., at Adam Law Group, PA represents the Debtor as legal counsel. HOYA MIDCO: S&P Alters Outlook to Positive, Affirms 'B+' ICR ------------------------------------------------------------ S&P Global Ratings revised its outlook on Hoya Midco LLC (doing business as Vivid Seats) to positive from stable and affirmed its 'B+' issuer credit rating on the company. S&P said, "We also raised our issue-level and recovery ratings on the company's senior secured debt to 'BB-' and '2', respectively, from 'B+' and '3', respectively. The higher recovery rating reflects stronger recovery prospects in the event of a default due to recent organic and inorganic growth without issuing additional debt. "The positive outlook reflects our expectation that continued live events activity and integration of recent acquisitions will enable Vivid Seats to reduce its S&P Global Ratings-adjusted leverage to the mid-3x area in 2024. The positive outlook also reflects our expectation that Vivid Seats will maintain a conservative financial policy, despite not having a formal leverage target, following its private-equity owners relinquishing the majority of their stake in the company. "The positive outlook reflects our expectation that Vivid Seats will reduce its S&P Global Ratings-adjusted leverage below our 4x upgrade threshold and establish a clearer long-term financial policy. "Our current forecasts project gross order value (GOV) and marketplace revenues will increase 13% and 15%, respectively, in 2024 due to secular tailwinds for concerts, sporting events, and theater shows, as well as elevated concert activity compared to pre-pandemic levels. We believe accretive acquisitions of Wavedash and Vegas.com in 2023, higher take rates, and higher repeat rates will expand the company's S&P Global Ratings-adjusted EBITDA margin in 2024 by 240 basis points (bps) to about 19%. These factors are partially offset by the company's loyalty program, which has put pressure on take rates while increasing repeat customers and investments in marketing, brand, and partnerships as the company seeks to further grow its brand presence and maintain market share. "Vivid Seats currently has about $166 million in balance sheet liabilities related to its tax receivable agreement (TRA) with its previous sponsor, which we treat as debt and include in our S&P Global Ratings-adjusted leverage calculation. Further reductions in ownership by GTCR could result in additional TRA liabilities. Although our base-case assumption is for leverage in the mid-3x area in 2024, additional TRA liabilities could potentially increase leverage to over 4x." Despite the sponsor reducing its ownership stake and control of the company, Vivid Seat's lack of a formal financial policy makes deleveraging on a sustained basis uncertain. Vivid Seats' financial sponsor, GTCR, reduced their ownership through a secondary offering in December 2023. As a result, GTCR's voting power was diminished to 36%, down from its controlling share of 60% at the end of 2022. S&P expects the company will make the majority of their Board and committee members independent by Nov. 3, 2024, as they are required to do so under the Nasdaq's cooperate governance rules. Though the company has steadily deleveraged since its initial public offering (IPO) with both organic EBITDA growth and recent acquisitions, the company does not have a clear financial policy or leverage target. As such, S&P would like to see a longer track record of the company operating with leverage below 4x in the next 12-18 months. Furthermore, earn-out and tax receivable agreement liabilities are difficult to forecast and changes to reported amounts on the balance sheet could have an impact on our leverage calculations. A rating upgrade is contingent on sustained leverage below 4x with increased cushion. S&P does not expect heightened regulatory scrutiny over the ticketing industry to have a material impact on our rating of Vivid Seats over the next 12 months. Regulators have targeted the use of "junk fees" (the practice of adding fees throughout the purchase process to upcharge customers) by online marketplace providers such as Vivid Seats. For example, the state of California passed legislation that will ban this practice starting July 1, 2024, and the Federal Trade Commission (FTC) proposed a federal ban. Over the medium term, we anticipate more clarity on the passing of legislative bills that could potentially change industry dynamics, including, but not limited to, all-in pricing, speculative ticket selling, and bot enforcement. As such, S&P does not believe the regulatory landscape poses a risk to the rating of Vivid Seats at this moment. Furthermore, regulators have also expressed interest in breaking up Live Nation and Ticketmaster, which could further shift industry dynamics. The positive outlook reflects S&P's expectation that continued live events activity and integration of recent acquisitions will enable Vivid Seats to reduce its S&P Global Ratings-adjusted leverage to the mid-3x area in 2024. The positive outlook also reflects our expectation that Vivid Seats will maintain a conservative financial policy, despite not having a formal leverage target, following its private-equity owners relinquishing the majority of their stake in the company. S&P could raise its rating on Vivid Seats if the company adheres to a financial policy that facilitates S&P Global Ratings-adjusted leverage of less than 4x on a sustained basis. This incorporates any results from changes to the company's TRA liabilities and modest amounts of potential leveraging mergers and acquisitions activity. S&P could revise the outlook to stable if we expect Vivid Seats will increase S&P Global Ratings-adjusted debt to EBITDA above 4x for an extended period. Given the company's current leverage, this would likely occur from a combination of: -- Macroeconomic, competitive, and regulatory challenges that impede on revenue and EBITDA growth in 2024; -- Significant tax receivable liabilities placed on its balance sheet; or -- A shift to an aggressive financial policy where the company pursues debt-financed acquisitions. HTG MOLECULAR: Trustee Hires Keegan Linscott as Accountant ---------------------------------------------------------- Christopher G. Linscott, the Trustee for HTG Molecular Diagnostics, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Keegan Linscott & Associates PC as accountant. The firm's services include: -- preparing and recording journal entries, monthly books and records closing activities; -- preparing monthly financial statements and other reporting; and -- assisting with payment processing, preparing budgets and tracking budget-to-actual results, and other accounting or finance-related tasks. The firm will be paid at these rates: Director $375 per hour Manager $275 per hour Supervisor $200 per hour Senior $150 per hour Staff $125 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher Linscott, a partner at Keegan Linscott & Associates, PC, 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: Christopher Linscott Keegan Linscott & Associates, PC 3443 N Campbell Avenue, Suite 115 Tucson, AZ 85719 Tel: (520) 884-0176 Fax: (520) 884-8767 Email: clinscott@keeganlinscott.com About About HTG Molecular Diagnostics, Inc. HTG Molecular Diagnostics, Inc. is a commercial-stage company that develops and markets a technology platform to facilitate the routine use of complex molecular profiling. The Tucson, Arizona-based Company's HTG Edge and HTG EdgeSeq platforms, which is comprised of instrumentation, consumables and software analytics, automates the molecular profiling of genes and gene activity. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10732) on June 5, 2023. In the petition signed by Shaun McMeans, senior vice president and chief financial officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Kate Sickles oversees the case. Frederick B. Rosner, Esq., at The Rosner Law Group, LLC and MCA Financial Group, Ltd. serve as the Debtor's legal counsel and financial advisor, respectively. Silicon Valley Bank, as lender, is represented by Alex Rheaume, Esq., at Morrison & Foerster LLP. On June 22, 2023, the U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Mesch, Clark & Rothschild, P.C. and Womble Bond Dickinson (US), LLP serve as the committee's bankruptcy counsel and Delaware counsel, respectively. HUMINN LLC: Case Summary & 11 Unsecured Creditors ------------------------------------------------- Debtor: Huminn LLC f/k/a Impact NRS LLC f/k/a NRS Health & Wellness GP LLC 250 Greenwich Street, Suite 23 New York, NY 10007 Business Description: Huminn creates and commercializes solutions to the health, wellness and sustainable development challenges by using its novel Convergence Innovation platform. Chapter 11 Petition Date: March 15, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-12770 Judge: Hon. Christine M. Gravelle Debtor's Counsel: Erin J. Kennedy, Esq. FORMAN HOLT 365 Passaic Street, Suite 400 Rochelle Park, NJ 07662 Tel: (201) 845-1000 Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Sam Salman as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AON4VBA/Huminn_LLC__njbke-24-12770__0001.0.pdf?mcid=tGE4TAMA INNOVATIVE GENOMICS: Amends Simmons & LEAF Secured Claims Pay ------------------------------------------------------------- Innovative Genomics, LLC, submitted an Amended Plan of Reorganization for Small Business dated March 7, 2024. This Amended Plan of Reorganization proposes to pay creditors of the Debtor from: (i) existing cash on hand on the Effective Date; (ii) operational revenues; (iii) the pursuit and collection of unpaid, pre-petition, COVID-19-related receivables, through the creation of a liquidating trust; (iv) a contribution from Lake City Medical Properties, LLC; and (v) projected disposable income remaining after the payment of operating expenses. Specifically, the distributions to Class 8 General Unsecured Creditors will be fixed payments based upon projected disposable income as set forth in Section 1191(b) of the Bankruptcy Code remaining after payment of operating expenses and senior claims. Class 2 consists of the Allowed Secured Claim of Simmons Bank relating to the secured revolving line of credit as set forth in the Proof of Claim, Claim No. 18, filed by Simmons. The Class 2 Claim is secured by a perfected lien and security interest in virtually all assets of the Debtor as described in the recorded UCC-1 Financing Statements attached to Claim No. 18 filed by Simmons. In full satisfaction of the Class 2 Claim, Simmons, Lake City, and Debtor have agreed to the following: * The Class 2 Claim shall be Allowed in full; * On the Effective Date, Lake City Medical Properties, LLC (or its assigns) shall pay Simmons $900,000.00 in a lump sum payment and, in exchange, Simmons shall sell or assign all of its loans and security interests (for both including Class 2 and Class 3) to Lake City (or its assigns). Simmons, Lake City, and Debtor shall mutually cooperate regarding the preparation and execution of the documents needed to assign Simmons' debt and security interests to Lake City; * In addition, within 12 months after the Effective Date, Simmons shall be paid an additional $100,000 as noted in (d); * The COVID Receivables shall be placed into the Liquidating Trust and all collections, net of fees incurred to collect the COVID Receivables and amounts paid to the liquidating trustee, shall be distributed 50% to Simmons and 50% to Debtor (subject to the lien of Lake City); * If Simmons has received at least $100,000 from the Liquidating Trust within one year of the Effective Date, then the obligation in (c) will be deemed satisfied. If Simmons has not received at least $100,000 within the one year of the Effective Date, then the difference between the amount distributed to Simmons and $100,000 shall be paid to Simmons by a date no later than one year from the Effective Date. The failure of the Liquidating Trust or the Debtor to timely pay Simmons in accordance with this paragraph, will result in Simmons' enforcement of the guarantees of the Debtor's principals and affiliates. Notwithstanding the amount paid to Simmons during the first year, Simmons shall be entitled to receive 50% from the net proceeds collected by the Liquidating Trust until Simmons has received the full amount of its loan outstanding as of the Effective Date (including the $900,000), plus interest which shall continue to accrue on the obligation at the prime rate, until the total amount of its loan is paid in full. For sake of clarity, if the unpaid debt owed to Simmons as of Effective Date is $1,400,000, Simmons will have the right to receive up to $500,000, plus interest accruing post Effective Date at the prime rate from the liquidating trust; * Simmons and Lake City will work cooperatively to draft the liquidating trust agreement and to select the liquidating trustee; and all guarantees of the Debtor's principals and affiliates will remain in place. The guarantees will be limited to the $100,000 noted in (c) if and only if the $900,000 payment noted in (b) is timely received by Simmons. If and when the $900,000 payment noted in (b) is timely received, and when the $100,000 noted in (c) is timely received, the guarantees will be released. Additionally, Simmons will pause all guarantor litigation until one year from Effective Date. If Simmons is not timely paid, Simmons shall be entitled to, and may apply to the Bankruptcy Court for, the entry of a monetary judgment against all individuals and entities who have executed guarantees in connection with the Debtor's debt (the "Guarantors"), jointly and severally, for all amounts due and owing to Simmons in connection with (c), above. Prior to the conveyance or assignment of Simmons' loan documents to Lake City (or its assigns) as contemplated in (b) above, the Guarantors shall execute and file with the Court, appropriate documentation acknowledging their agreement to this provision, and specifically consenting and agreeing to the Bankruptcy Court's jurisdiction over them for the purpose of enforcing the terms of this Plan and any related orders in this case, including, but not limited to, the entry of a judgment against them should a default occur. Class 3 consists of the Allowed Secured Claim of Simmons relating to its equipment loan as set forth in the Proof of Claim, Claim No. 19. The Class 3 Claim is secured by a perfected lien and security interest in that certain personal property equipment of the Debtor as described in the recorded UCC-1 Financing Statements attached to the Claim No. 19 (the "Class 3 Collateral"). In full satisfaction of its Allowed Class 3 Secured Claim, Simmons shall retain its lien against the Class 3 Collateral and shall receive the treatment noted above for Class 2. Class 5 consists of the Allowed Claim of LEAF Capital Funding, LLC in the secured amount of $7,000 and unsecured amount of $38,949.56, which relates to the equipment loan set forth in the Proof of Claim, Claim No. 20. LEAF is secured by, among other things, that certain Finance Agreement for certain biomedical diagnostic equipment between the Debtor and LEAF dated September 7, 2021 (the "LEAF Contract"), which is secured by a perfected lien and security interest in that certain personal property equipment of the Debtor as described in the related recorded UCC-1 Financing Statement (UCC # 00210040049676) (the "Class 5 Collateral"). In full satisfaction of the Allowed Class 5 Claim, LEAF shall retain its lien against the Class 5 Collateral and all guarantees and agreements of the Debtor's principals and affiliates will remain in place. The Allowed Class 5 Claim shall be paid in equal consecutively monthly installments as due pursuant to the parties' contracts in the approximate amount of $3,600. Payments shall commence on the 1st day of the month following the Effective Date. The Allowed Class 5 Claim shall be paid from the Debtor's funds available and operational revenue as set forth in the attached projections. Upon payment of the Allowed Class 5 Claim in full, the Allowed Class 5 Secured Claim of the LEAF shall be fully satisfied, and any associated liens and UCC-1 filings shall be released, withdrawn, or terminated. Class 5 is impaired. Like in the prior iteration of the Plan, each holder of an Allowed Class 8 Claim (including any Allowed Deficiency Claims) shall receive a pro rata share of the Debtor's projected disposable income remaining after payment of operating expenses and senior claims. Payments shall be made in quarterly installments over a term of 3 years or 12 quarters. The Plan contemplates that the Reorganized Debtor will continue to operate by increasing its revenues, reducing its operating and legal expenses, and restructuring its debt obligations. The Reorganized Debtor anticipates its post-confirmation operations will generate sufficient revenues to make the plan payments as set forth in the financial projections. A full-text copy of the Amended Plan dated March 7, 2024 is available at https://urlcurt.com/u?l=rhXrIM from PacerMonitor.com at no charge. Attorneys for the Debtor: R. Scott Shuker, Esq. Lauren L. Stricker, Esq. SHUKER & DORRIS, PA 121 S. Orange Avenue, Suite 1120 Orlando, FL 32801 Telephone: (407) 337-2060 Email: rshuker@shukerdorris.com About Innovative Genomics Innovative Genomics, LLC, owns and operates a medical and diagnostic laboratory in Miami, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16852) on Aug. 28, 2023, with $1 million to $10 million in both assets and liabilities. Enrique Perez-Paris, president, signed the petition. Judge Robert A. Mark oversees the case. R. Scott Shuker, Esq., at Shuker & Dorris, P.A., is the Debtor's legal counsel. INSTA MOBILITY: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized Insta Mobility, Inc. to use cash collateral on an interim basis, in accordance with the budget. The Debtors are authorized to use cash collateral to pay: (a) amounts expressly authorized by the Court; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) such additional amounts as may be expressly approved in writing by the Secured Creditors, defined in the Motion. The Secured Creditors will have perfected post-petition liens against cash collateral to the same extent and with the same validity and priority as their respective prepetition liens, without the need to file or execute any documents as may otherwise be required under applicable nonbankruptcy law. The Debtors will maintain insurance coverage in accordance with their obligations as debtors-in-possession. A continued hearing on the matter is set for April 15, 2024 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=8q4hQ6 from PacerMonitor.com. About Insta Mobility Inc. Insta Mobility Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00606) on March 1, 2024. In the petition signed by Hyuk J. Nam, sole shareholder, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Jason A. Burgess oversees the case. Justin M. Luna, Esq., at Latham Luna Eden and Beaudine LLP, represents the Debtor as legal counsel. IPMI 3 LLC: Moody's Lowers Rating on $110MM Revenue Bonds to Ba3 ---------------------------------------------------------------- Moody's Ratings has downgraded IPMI 3, LLC's (NM) $110 million outstanding Taxable Revenue Bonds, (Bureau of Indian Affairs Project), Series 2021 to Ba3 from Ba1 and revised the outlook to negative. Previously the rating was under review for downgrade. The downgrade reflects the March 14, 2024 expiration of the BIA I lease, one of two for the financed project, the Bureau of Indian Affairs' southwest regional headquarters. RATINGS RATIONALE The downgrade to Ba3 reflects the March 14, 2024 expiration of the lease of the BIA I facility, one of the two buildings financed with the bonds. IPMI and the federal government are working toward an extension of the lease, but progress has been slow. IPMI expects that even though the BIA I lease has expired, the Bureau of Indian Affairs (BIA) will remain a rent-paying tenant of the building while discussions proceed. While rent from the adjacent BIA II building is sufficient to make interest payments, the expiration of the BIA I lease prolongs uncertainty and increases bondholder credit risk. Even with the lease expiration, Moody's still views the renewal as very likely considering the ongoing negotiations and BIA's intent to stay in a facility that is important to its local mission in Albuquerque, New Mexico, where the financed project is located. The BIA II lease expires December 1, 2025. Weak office market metrics in Albuquerque also reflect a favorable environment for the tenant and may further delay negotiations with the property owner depending on concessions the tenant requests. The bonds mature December 1, 2028, after the lease terms for the two buildings (BIA I and BIA II) end and high leverage will remain but it is expected that the renewal terms, once they are executed, will support a refinancing and repayment of amounts outstanding at that time. In Moody's opinion the financed project, BIA's Southwest Region headquarters, which includes its primary national data center, its national tribal education facility and an Emergency Operations Command Center, are essential to BIA's operations. This is offset by the risk that future technology advancements, the increased availability of online services and/or downsizing of the federal workforce could reduce the government's need for this size facility. Absent lease renewal, recovery for bondholders will be limited. The rating also reflects the strong credit quality of the Government of the United States (Aaa negative) to make timely lease payments and the essentiality of the facility to BIA's mission. Those strengths are counterbalanced by the need to renew the leases to continue to service the debt and to refinance the bonds prior to their final maturity, and by the project's high leverage. RATING OUTLOOK The negative outlook reflects the ongoing need to renew the BIA I lease and to renew or extend the BIA II lease before its December 1, 2025 expiration. Negotiations will occur amid a slow return to office, weak office market trends in the Albuquerque area, and increased federal government focus on consolidating its leased office footprint. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Renewal of the leases with the GSA with terms that extend at least to bond maturity -- Reduction in debt levels or final bullet payment that reduces overall leverage and refinancing risk FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Additional delays in extending the expired lease or in renewing the BIA II lease -- Material credit weakening of the United States -- Increased leverage on the project -- Interruption or delay in monthly lease payments -- Nonperformance of its obligations under the lease by the borrower LEGAL SECURITY The bonds are ultimately payable from payments by the GSA, on behalf of the BIA, including monthly lease payments that cover interest, made to the respective lessors, who are also guarantors of the debt. The two lessors are single purpose entities solely owned by IPMI 3 LLC, the issuer. IPMI 3, LLC is wholly owned by IPMI. The Southwest Region Headquarters for the Department of Interior's Bureau of Indian Affairs (BIA) leased assets currently consist of two buildings - BIA 1 and BIA 2 - in Albuquerque, New Mexico. The facility facilities is are "build-to-suit" properties constructed for the BIA, which opened in 2004 and 2005. On behalf of the BIA, the General Services Administration (GSA) has a 20-year firm term lease for each building with each lessor, IPFDC 1 LLC and IPFDC 2 LLC, that expire in March 2024 and December 2025, respectively. In recent months IPMI and the BIA have been working to extend the BIA I lease, likely to the 2025 expiration date of the BIA II lease, with the intent of seeking a long-term extension of both leases. The buildings and the land upon which they are constructed are ultimately owned by the 19 Pueblos of New Mexico - sovereign Native American tribes. Through two main subsidiaries - Indian Pueblos Marketing, Inc (IPMI) and the Indian Pueblos Federal Development Corporation (IPFDC) - the 19 Pueblos operate and own a 66 acre compound that includes the BIA complex and a variety of commercial and cultural entities. As security for the bonds, grant to the trustee a leasehold security interest in the real estate and the buildings. This provides a mortgage interest for the benefit of the bondholders. Additionally, the indenture requires that adequate levels of insurance be obtained. The required insurance is extensive and includes: property and casualty in an amount not less than outstanding principal amount of bonds, general and umbrella liability and business interruption for not less than twelve months debt service on the bonds, among others. Assignment and direct payment of all lease payments from the federal government to the trustee protects bondholders from operating risks of the owner and property manager. There is no termination for convenience; however, the lease can terminate in the case of total destruction of the property. As is common with most federal leases, the GSA can set-off if the lessor fails to perform any service or obligation under the terms of the lease and the GSA has to perform such tasks itself. Appropriation risk is minimal given the 20-year firm term lease has previously been authorized by Congress. The ultimate owner of the guarantors are the 19 Pueblos, which are sovereign entities. The issuer, lessors and guarantors have waived their sovereign immunity with respect to the Series 2021 bonds. Nonetheless some risk remains that in the event of a dispute the outcomes could be complicated by the involvement of a sovereign entity. Bondholders are exposed to lease renewal risk. The leases for BIA 1 and BIA 2 currently expire in 2024 and 2025, respectively, although 15-year extensions have already been agreed upon in principle between the lessor and the BIA for both buildings, but not enacted. Should the BIA decide not to re-let the property, bondholder recovery is likely to be very low. Given the above-market prices paid by the BIA, challenges in finding a new tenant or owner, potential changes in the local real estate market and complexities surrounding the legal structure, the market value of the property is likely to be considerably lower than the large amount of debt that will be outstanding at the various times of lease expiration. In addition, the existence of a ground lease and ground subleases complicates the potential value of the property, depending on the timing of a non-renewal event. PROFILE IPMI 3, LLC is a New Mexico limited liability company and a special purpose entity formed solely to issue the Series 2021 bonds. The sole member of IPMI 3, LLC is Indian Pueblos Marketing Inc, a federally chartered corporation wholly owned by the 19 Pueblos of New Mexico. IPMI 3, LLC is also itself the sole member of the lessors. 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. IQ DENTAL: Amends Unsecured Claims Pay Details ---------------------------------------------- IQ Dental Supply, LLC, submitted a Second Amended Disclosure Statement describing Second Amended Plan of Reorganization dated March 11, 2024. The Debtor holds 100% of the interests in both IQ Education and Alliance Dental. IQ Education and Alliance Dental pay their own expenses. This is a reorganization plan. In other words, the Plan Proponent seeks to accomplish payments under the Plan by satisfying Administrative Expense Claims, with the exception of Administrative Tax Claims, in full on the Effective Date. Allowed Unsecured Claims shall receive the pro rata share of: (i) a dividend of $2,100,000 over 7 years; and (ii) the Litigation Recoveries apportioned to the Litigation Trust. The Debtor is current on all post-petition obligations. Class 6 consists of General Unsecured Claims. Allowed Class 6 Claims shall be paid a pro rata portion of (i) $2,100,000 to be paid by the Reorganized Debtor; and (ii) the Litigation Recoveries apportioned to the Litigation Trust as set forth in the Plan, which shall be distributed by the Litigation Trustee. The $2,100,000 will be paid on a pro rata basis over 7 years on a quarterly basis (28 quarters) by the Disbursing Agent. Total amount of claims in Class 6 is still being determined in light of the fact that certain claims are subject to objection and reclassification, but are anticipated at approximately $4,800,000. This Class is impaired. All equity interests in the Debtor will be extinguished on the Effective Date. In the event of a Stock Sale, all equity interests in the Reorganized Debtor will be issued to the Plan Sponsor. The Plan will be effectuated, in the Plan Sponsor's discretion, through either the Asset Sale or the Stock Sale. In the event of a Stock Sale, the consideration for Plan Sponsor's purchase of the equity interests in the Reorganized Debtor will be $250,000.00 plus assumption of the liabilities of the Reorganized Debtor described herein and in the Plan. The liabilities shall be satisfied by the Reorganized Debtor's continuing operating receipts, as set forth in the Debtor's projections. Alternatively, in the event of an Asset Sale, the consideration will be as follows: (i) $250,000.00; (ii) assumption of the East West Bank debt in accordance with the Class 2 treatment; and (iii) payment of $2,100,000.00 over 7 years on a quarterly basis, to be distributed to Holders of Allowed General Unsecured Claims by the Disbursing in accordance with the Class 6 treatment described herein and in the Plan. The cash consideration for the Asset Sale shall be held in escrow by the Disbursing Agent and disbursed in accordance with this Plan. A full-text copy of the Second Amended Disclosure Statement dated March 11, 2024 is available at https://urlcurt.com/u?l=Qf5YPb from PacerMonitor.com at no charge. Counsel for the Debtor: Richard D. Trenk, Esq. Robert S. Roglieri, Esq. TRENK ISABEL SIDDIQI & SHAHDANIAN P.C. 290 W. Mt. Pleasant Ave., Suite 2370 Livingston, NJ 07039 Telephone: (973) 533-1000 Email: rtrenk@tisslaw.com Email: rroglieri@tisslaw.com About IQ Dental Supply IQ Dental Supply, LLC, is a full service dental supply company selling dental supplies, equipment, and providing service since 2009. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-21402) on December 8, 2023. In the petition signed by Sergey Kunin, managing member, the Debtor disclosed $10,092,591 in assets and $8,098,257 in liabilities. Judge Stacey L. Meisel oversees the case. Richard D. Trenk, Esq., at TRENK ISABEL SIDDIQI & SHAHDANIAN P.C., is the Debtor's legal counsel. ISPECIMEN INC: Wolf & Company Raises Going Concern Doubt -------------------------------------------------------- iSpecimen Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that Wolf & Company, P.C., the Company's auditor since 2014, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 13, 2024, Boston, MA-based Wolf & Company, P.C., said, "The Company has suffered recurring losses and negative cash flows from operations and has a significant accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern." The Company has recognized recurring losses since its inception. For the years ended December 31, 2023, and 2022, it reported net losses of $11,099,488 and $10,245,922, respectively. As of December 31, 2023, the Company had working capital of $2,189,673, an accumulated deficit of $59,364,812, cash and cash equivalents and short-term investments of $5,005,598, and accounts payable and accrued expenses of $5,466,045. Since inception, the Company has relied upon raising capital and its revenues to finance operations. As of December 31, 2023, the Company had $15,819,137 in total assets, $6,078,060 in total liabilities, and $9,741,077 in total stockholders' equity. The future success of the Company is dependent on its ability to successfully obtain additional working capital and/or to ultimately attain profitable operations. The Company has initiated efforts to decrease its capital and operational expenditures by cutting costs and right sizing the Company through a reduction in workforce. Throughout the year and primarily on September 6, 2023, the Company executed a reduction in workforce, resulting in an estimated reduction in monthly compensation costs of 29% and additional expenditure reductions estimated to be over 50% of monthly expenditures for the remainder of the year, after streamlining operations and rationalizing resources to focus on key market opportunities. As a result, the Company experienced a significant decrease in expenditures during the second half of 2023 compared to the first half of 2023. In addition, the Company plans to add additional customers and suppliers to increase and add additional revenues through its new revenue enhancement projects as well as to reduce and manage expenditures to improve its financial position and fund operations. However, as certain elements of the Company's operating plan are not within the Company's control, the Company is unable to assess their probability of success. The Company may also seek to fund its operations through public equity or debt financing, as well as other sources, but it has not currently identified any specific source of funding except for the At the Market Offering Agreement that was subsequently put in place on March 5, 2024 which may allow the Company to issue and sell shares of its common stock, having an aggregate offering price of up to $1,500,000, from time to time through the Sales Agent. However, the Company may be unsuccessful in increasing its revenues from its new enhancement projects or contain its operating expenses, or it may be unable to raise additional capital on commercially favorable terms. The Company's failure to generate additional revenues or contain operating costs would have a negative impact on the Company's business, results of operations and financial condition and the Company's ability to continue as a going concern. If the Company does not generate enough revenue to provide an adequate level of working capital, its business plan will be scaled down further. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern for a period of one year from the date its financial statements are issued. Management's plan to mitigate the conditions that raise substantial doubt includes generating additional revenues through its revenue enhancement projects, deferring certain projects and capital expenditures and eliminating certain future operating expenses for the Company to continue as a going concern. However, there can be no assurance that the Company will be successful in completing any of these options. As a result, management's plans cannot be considered probable and thus do not alleviate substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/2t748jjn About iSpecimen Inc. iSpecimen Inc. was incorporated in 2009 under the laws of the state of Delaware. The Company has developed and launched a proprietary online marketplace platform that connects medical researchers who need access to subjects, samples, and data, with hospitals, laboratories, and other organizations who have access to them. iSpecimen is a technology-driven company founded to address a critical challenge: how to connect life science researchers who need human biofluids, tissues, and living cells ("biospecimens") for their research, with biospecimens available (but not easily accessible) in healthcare provider organizations worldwide. The iSpecimen Marketplace platform was designed to solve this problem and transform the biospecimen procurement process to accelerate medical discovery. The Company is headquartered in Lexington, Massachusetts and its principal market is North America. The Company operates as one operating and reporting segment. JANAE AND ASSOCIATES: Hires Brian K. McMahon P.A. as Counsel ------------------------------------------------------------ Janae and Associates, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Brian K. McMahon, P.A. as counsel. The firm's services include: (a) advise the Debtor with respect to its powers and duties; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal papers; (d) protect the interest of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. The firm will be paid at the rate of $450 per hour. The retainer is $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. McMahon disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian K. McMahon, Esq. Brian K. McMahon, PA 1401 Forum Way, 6th Floor West Palm Beach, FL 33401 Tel: (561) 478-2500 Fax: (561) 478-3111 Email: brian@bkmbankruptcy.com About Janae and Associates, LLC Janae and Associates, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 24-11619) on Feb. 21, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by BRIAN K. MCMAHON, PA Esq. JVK OPERATIONS: Law Firm of Russell Represents Utilities -------------------------------------------------------- Russell R. Johnson III of the Law Firm of Russell R. Johnson III, PLC filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases JVK Operations Ltd. and affiliates, the firm represents utility companies (the "Utilities") that provided prepetition utility goods/services to the Debtors. The names and addresses of the Utilities represented by the firm are: 1. Atlantic City Electric Company Attn: Lynn R. Zack, Esq. Assistant General Counsel Exelton Corporation 2301 Market Street, S23-1 Philadelphia, Pennsylvania 19103 2. KeySpan Energy Delivery Long Island Attn: Vicki Piazza, D-1 National Grid 300 Erie Boulevard West Syracuse, NY 13202 3. PSEG Long Island Attn: Michael Sedlak 15 Park Drive Melville, New York 11747 KeySpan Energy Delivery Long Island and PSEG Long Island have unsecured claims against the Debtors arising from prepetition utility usage. Atlantic City Electric Company held prepetition deposits that secured prepetition debt. The Law Firm of Russel R. Johnson III, PLC was retained to represent the Utilities in March 2024. The law firm can be reached at: Russell R. Johnson III, Esq. LAW FIRM OF RUSSELL R. JOHNSON III, PLC 2258 Wheatlands Drive Manakin-Sabot, Virginia 23103 Telephone: (804) 749-8861 Email: russell@russelljohnsonlawfirm.com About JVK Operations Ltd. JVK Operations Ltd. is a provider of linen and garments laundry services for healthcare facilities on the East Coast. JVK was founded in 2004 and has been servicing hospitals, nursing homes and healthcare institutions. The Company's processing services include sorting of the soiled linen, washing, drying, ironing packing and delivery according to customer specifications. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-70800) on March 1, 2024. In the petition signed by Vinod Samuel, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Robert E. Grossman oversees the case. Robert J. Spence, Esq., at SPENCE LAW OFFICE, P.C., is the Debtor's legal counsel. K3B ENTERPRISES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: K3B Enterprises, LLC 17835 Ventura Blvd., Ste 301 Encino, CA 91316 Chapter 11 Petition Date: March 14, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-10406 Judge: Hon. Victoria S. Kaufman Debtor's Counsel: Giovanni Orantes, Esq. THE ORANTES LAW FIRM, A.P.C. 3435 Wilshire Blvd., 27th Floor Los Angeles, CA 90010 Tel: (888) 619-8222 Fax: (877) 789-5776 Email: go@gobklaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Behnam Ghassemine Jad as managing member. 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/RKX433Q/K3B_Enterprises_LLC__cacbke-24-10406__0001.0.pdf?mcid=tGE4TAMA KELHAM VINEYARD: Trustee Taps Onyx Asset Advisors as Sales Agent ---------------------------------------------------------------- Michael G. Kasolas, Chapter 11 Trustee of Kelham Vineyard & Winery, LLC, filed a second application seeking approval from the U.S. Bankruptcy Court for the Northern District of California to employ Onyx Asset Advisors, LLC as the estate's sales agent. Onyx will solicit bids for the sale of the estate's interest in all property of the estate including, but not limited to, the personal property, the wine inventory, and/or the lease assignment. The firm will be compensated as follows: (a) Reimbursement for documented expenses up to $15,000, excluding shipping and transportation charges; (b) Reimbursement of actual cost for all documented accommodation related expenses for Agent employees and/or representatives working onsite; and (c) A commission calculated as follows: 11 percent sale commission on all gross sale proceeds; OR if gross sale proceeds equal or exceed $4,750,000 and applicant accepts a stalking horse bid on or before March 8, 2024, Agent's commission shall be calculated as follows: GROSS SALE PROCEEDS RATE COMMISSION Up to $4,750,000 N/A (flat) $250,000 (flat) $4,750,000 to $5,000,000 50% $125,000 (max) $5,000,000 to $5,750,000 20% $150,000 (max) $5,750,000 to $6,250,000 18% $90,000 (max) $6,250,000 to $6,750,000 15% $75,000 (max) $6,750,000 to $7,250,000 13% $65,000 (max) above $7,250,000 10% TBD (no max) K. Kevin Otus, the founder and managing partner of Onyx, assured the court 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: K. Kevin Otus Onyx Asset Advisors, LLC 50 California Street, Ste 1500 San Francisco, CA 94111 Phone: (415) 799-3299 www.thinkONYX.com About Kelham Vineyard & Winery, LLC Kelham Vineyard & Winery, LLC is a family-owned and operated vineyard in St. Helena, Calif. On July 20, 2023, creditor Main Street Cottage, LLC filed involuntary Chapter 11 petition against Kelham Vineyard & Winery (Bankr. N.D. Calif. Case No. 23-10384). The petitioning creditor is represented by Rebekah Parker, Esq., a practicing attorney in Oceanside, Calif. Judge William J. Lafferty, III oversees the case. Ryan C. Wood, Esq., serves as Kelham Vineyard & Winery's bankruptcy attorney. KIPP PHILADELPHIA: S&P Affirms 'BB+' Rating Revenue Bonds --------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'BB+' rating on the Philadelphia Authority for Industrial Development's revenue bonds, issued for KIPP Philadelphia Charter School (KPCS). "The outlook revision to negative reflects the network's weakened liquidity and financial performance in fiscal 2023," said S&P Global Ratings credit analyst Amber Schafer. "Given the school's already modest financial metrics at the current rating, if liquidity and operating performance don't improve, we could lower the rating," Ms. Schafer added. KPCS operates two schools under a single charter, serving approximately 860 students in kindergarten through grade 8 (K-8). In addition to KPCS, KIPP Philadelphia (the entire organization or network) currently operates six additional schools, KIPP Dubois Charter School or KDCS (523 students as of fall 2023), KIPP North Philadelphia Charter School or KNPCS (671 students as of fall 2023, two schools on one campus), KIPP West Philadelphia Charter School or KWPCS (849 students total as of fall 2023 across two campuses), and KIPP Philadelphia Octavius Catto Elementary or KPOCE (302 students as of fall 2023). Management services are centralized through a single entity, KIPP Administrative Services Corp. (KASC). The network plans to grow to 10 schools by 2030. KJ-IP LLC: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: KJ-IP, LLC 3225 S MacDill Ave #129-294 Tampa, FL 33629 Chapter 11 Petition Date: March 15, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-01364 Judge: Hon. Roberta A. Colton Debtor's Counsel: Edward J. Peterson, Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP 400 N Ashley Dr. #3100 Tampa, FL 33602 Tel: 813-225-2500 Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by James Marcus, Manager of KJ-Parent, LLC, as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YUIRVFA/KJ-IP_LLC__flmbke-24-01364__0001.0.pdf?mcid=tGE4TAMA KJ-LICENSING Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: KJ-Licensing, LLC 3225 S MacDill Ave #129-294 Tampa, FL 33629 Chapter 11 Petition Date: March 15, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-01365 Judge: Hon. Roberta A Colton Debtor's Counsel: Edward J. Peterson, Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP 400 N Ashley Dr. #3100 Tampa, FL 33602 Tel: 813-225-2500 Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by James Marcus, Manager of KJ-Parent, LLC, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Y7CJCDI/KJ-Licensing_LLC__flmbke-24-01365__0001.0.pdf?mcid=tGE4TAMA KLX ENERGY: Swings to $19.2 Million Net Income in 2023 ------------------------------------------------------ KLX Energy Services Holdings, Inc. filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K reporting a net income of $19.2 million on $888.4 million of revenue for the year ended December 31, 2023, compared to a net loss of $3.1 million on $781.6 million of revenue for the year ended December. 31, 2022. As of Dec. 31, 2023, the Company had $539.8 million in total assets, $501 million in total liabilities, and $38.8 million in total stockholders' equity. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/3nfbjf8w About KLX Energy KLX Energy Services Holdings, Inc. -- https://www.klxenergy.com/ -- is a provider of diversified oilfield services to leading onshore oil and natural gas exploration and production companies operating in both conventional and unconventional plays in all of the active major basins throughout the United States. The Company delivers mission critical oilfield services focused on drilling, completion, production, and intervention activities for technically demanding wells from over 60 service and support facilities located throughout the United States. KLX's complementary suite of proprietary products and specialized services is supported by technically skilled personnel and a broad portfolio of innovative in-house manufacturing, repair and maintenance capabilities. As of September 30, 2023, KLX had $524.3 million in total assets against $476.5 million in total liabilities. * * * As reported by the TCR on March 30, 2023, S&P Global Ratings revised its outlook to positive from stable and affirmed its 'CCC+' issuer credit rating on KLX Energy Services Holdings LLC. The positive outlook reflects S&P's view that KLXE's credit measures will continue to improve over the next 12 months, based on higher demand and improved pricing for its products and services. KNOTTY NUFF: Hires Hahn Fife & Co. LLP as Accountant ---------------------------------------------------- Knotty Nuff Wood, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Hahn Fife & Co., LLP as accountant. The firm will provide these services: a. provide financial advisory and accounting services to the bankruptcy estate that include assistance with the preparation of Monthly Operating Reports; b. assist with the preparation of cash flows and projections; c. assist with the formulation, preparation and confirmation of a Plan of Reorganization; d. review of financial documents; e. prepare estate tax returns and any other reasonable duties as necessary or appropriate. The firm will be paid at these rates: Partners $510 per hour Staffs $80 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald Fife, a partner at Hahn Fife & Company, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Donald T. Fife Hahn Fife & Company, LLP 790 E. Colorado Blvd. 9th Floor Pasadena, CA 91101 Tel: (626) 796-9123 Email: dhahn@hahnfife.com About Knotty Nuff Wood, Inc. Knotty Nuff Wood, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12759) on December 29, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Ryan Aguire, chief executive officer, signed the petition. Judge Theodor Albert oversees the case. Misty Perry Isaacson, Esq., at Pagler and Perry Isaacson represents the Debtor as legal counsel. KNP HOLDINGS: Hires Caceres & Shamash as Bankruptcy Counsel ----------------------------------------------------------- KNP Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Caceres & Shamash, LLP as its general bankruptcy counsel. The firm will render these services: a. assist the Debtor with the preparation and submission of all documents and items to the U.S. Trustee; b. render advice and guidance with respect to the duties, rights and obligations of the Debtor as debtor-in-possession; c. formulate and prepare a plan of reorganization and disclosure statement; d. prepare all legal documents; and e. provide other legal services. The firm will be paid at these rates: Charles Shamash, Esq. $595/hour Joseph E. Caceres, Esq. $595/hour The firm received a retainer in the amount of $25,000. Charles Shamash, Esq., member of Caceres & Shamash, LLP, assures the Court 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: Charles Shamash, Esq. CACERES & SHAMASH LLP 8200 Wilshire Blvd. Ste 400 Beverly Hills, CA 90211 Tel: (310) 205-3400 Fax: (310) 878-8308 About KNP Holdings, LLC KNP Holdings, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10898) on February 6, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Jayesh Kumar as managing member. Judge Barry Russell presides over the case. Charles Shamash, Esq. at CACERES & SHAMASH, LLP represents the Debtor as counsel. KODIAK BP: Moody's Affirms B1 CFR & Rates New $350MM Term Loan B2 ----------------------------------------------------------------- Moody's Ratings affirmed Kodiak BP, LLC's, operating as Kodiak Building Partners (Kodiak) B1 corporate family rating, B1-PD probability of default and B2 rating on the company's existing senior secured first lien term loan. Moody's also assigned a B2 rating to Kodiak's proposed $350 million senior secured first lien term loan B-2. The outlook is maintained at stable. Moody's expects the terms and conditions of the proposed senior secured term will be similar to Kodiak's B2 rated senior secured term loan. The term loans will be pari passu. Proceeds from the new term loan will be used to fund a $350 million dividend. Cash on hand will be used to pay related fees and expenses in a leveraging transaction. Moody's views the proposed transaction as credit negative, increasing adjusted leverage by about a half turn. Moody's forecasts adjusted debt-to-EBITDA of 3.1x at year-end 2024 versus 2.6x on September 30, 2023. The cash used for the return on capital could otherwise be deployed towards enhancing liquidity for potential acquisitions. Further, interest costs will increase by upwards of $30 million, which is material relative to the company's adjusted interest expense of around $60 million for the last twelve months ending September 30, 2023. Moody's now projects interest coverage, measured as adjusted interest expense-to-EBITA, approaching 4x by late 2024 from 5.5x for LTM September 30, 2023. RATINGS RATIONALE Kodiak's B1 CFR reflects the potential for further significant shareholder distributions or sale of the company, which would negatively impact debt credit metrics. Court Square Capital Partners has monetized more than 5x its original investment in Kodiak after acquiring its majority interest in December 2017. Moody's expects ongoing returns of capital to the equity owners. At the same time, products distributed by Kodiak are easily available from other distributors or the large home centers, making it difficult to expand market share and to maintain profitability. Providing an offset to these challenges is good operating performance, with adjusted EBITDA margin remaining flat and in the range of 14% - 15% in 2024. The US single-family new home construction, from which Kodiak derives around 60% of its pro forma revenue, is exhibiting some growth after a year of declines. Good liquidity is a credit strength. These factors, meaningful scale and most end market dynamics that support growth further enhance Kodiak's credit profile. Moody's project Kodiak will have good liquidity, generating healthy free cash flow (prior to discretionary dividends) in 2024. Cash on hand ($47 million on September 30, 2023) will build in the fourth quarter and sufficient to meet working capital needs due to seasonal demands. Kodiak has access to a $350 million asset based revolving credit facility due early 2026, which is governed by a borrowing base calculation that fluctuates with business seasonality. Revolver availability totaled about $276 million on December 31, 2023, after considering no borrowings, $11.5 million in letter of credit commitments and the borrowing base formula. Due to the company's cash position, Moody's do not anticipate utilization of the revolver, except for a minimal amount of letter of credit issuances. The stable outlook reflects Moody's view that Kodiak will continue to perform well. Good liquidity, no material near-term debt maturities and some improving end market dynamics further support the stable outlook. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of Kodiak's ratings could ensue if end markets remain supportive of organic growth such that adjusted debt-to-EBITDA is sustained below 4x. Upwards rating movement also requires preservation of at least good liquidity, reduction in private-equity ownership and more predictable financial policies regarding capital deployment. A downgrade could occur if Kodiak's adjusted debt-to-EBITDA is above 5x or interest coverage, measured as adjusted EBITA-to-interest expense is trending towards 1.5x. Negative ratings pressure may also take place if the company experiences a weakening of liquidity or adopts more aggressive dividend initiatives or acquisitions. Kodiak Building Partners Inc., headquartered in Englewood, Colorado, is a national distributor of building materials and installs assorted products throughout the home. Court Square Capital Partners, through its affiliates, owns 72% of Kodiak and management controls the preponderance of the remaining shares. The principal methodology used in these ratings was Distribution and Supply Chain Services published in February 2023. KODIAK BUILDING: S&P Upgrades ICR to 'B+', Outlook Stable --------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Kodiak Building Partners Inc. to 'B+' from 'B' and assigned a 'B+' issue-level rating and '3' recovery rating to Kodiak BP, LLC's proposed $350 million first-lien term loan B-2. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a default. At the same time, S&P also raised the issue-level rating on the company's existing $760 million term loan B-1 to 'B+' from 'B', concurrent with the upgrade. The stable outlook reflects S&P's expectation for leverage to remain below 4x, inclusive of acquisitions and dividends, and supported by modest growth in the company's end markets and good profitability. Kodiak is issuing a $350 million term loan B-2 to fund a $350 million dividend. S&P expects the Colorado-based building materials distributor will maintain S&P Global Ratings-adjusted debt to EBITDA below 4x over its forecast period, supported by its presence in fast growing states, good profitability, and a relatively low debt balance. S&P said, "We expect leverage will remain 3x-4x over the next 12 months. This is inclusive of the $350 million debt issuance and our assumption of $200 million spent on acquisitions in 2024. For comparison, we expect leverage will be about 2.0x-2.5x for year-end 2023. Performance is supported by modest growth in the company's end markets, with its participation primarily in fast growing states like Florida, Colorado, and Texas. We also expect profitability will remain stable with a slight deterioration in EBITDA margins to about 13.5%-14.0% in 2024 from our forecast of 14.3% in 2023 due to cost-saving initiatives and product mix changes; although, these may not fully offset inflation and acquisition associated costs. "We believe the company's financial policy is less aggressive than we originally anticipated. Our prior expectations for the financial sponsor's risk tolerance were consistent with expectations of a more aggressive financial policy, with leverage typically above 5x. However, we now expect Kodiak will maintain leverage below 4x, inclusive of acquisitions and dividends as demonstrated over the last few years. For the trailing 12 months ended Sept. 30, 2023, the company had paid $325 million in dividends and debt to EBITDA was about 2x. We believe the company will continue to prioritize acquisitions over debt reduction and pursue dividends when acquisitions are not available if leverage is low. "Our assessment of Kodiak's competitive risk reflects its limited scale of operations, moderate scope and diversification, and presence in growth markets. Kodiak has a diverse portfolio of building products and construction materials that it has assembled by way of acquisitions. The company's acquisitions have increased its scale, and we anticipate revenues of about $2.8 billion in 2023 from about $1.2 billion in 2019; however, Kodiak is still small compared to some building materials distributors we rate. In addition, its scale of operations and geographic diversity is narrow, with about 70% of revenues generated in three key states (Colorado, Florida, and Texas) with about 29% generated in Florida alone." This concentration is mitigated somewhat by the size and growth prospects of these states, which are some of the largest and fastest-growing construction markets in the U.S. Kodiak also has limited end-market diversity. Despite servicing residential, commercial, and infrastructure end markets, about 82% of sales in 2023 were tied to cyclical residential construction end markets. Like most of its peers, the company also has a diverse customer base of over 5,000 customers with no customer accounting for more than 8% of revenues; however, its top 10 customers comprise about 26% of sales, which S&P views as a moderate level of risk. S&P said, "The stable outlook reflects our expectation for leverage to remain below 4x, inclusive of acquisitions and dividends, and supported by modest growth in the company's end markets and good profitability." S&P could lower its rating on Kodiak over the next 12 months if the company experiences weaker-than-expected performance or increases its leverage due to acquisitions or distributions beyond what it has incorporated into our forecast such that: -- S&P Global Ratings-adjusted leverage approaches 5x; -- Free operating cash flows (FOCF) turn negative; or -- EBITDA interest coverage declines below 2x. Although unlikely over the next 12 months, given Kodiak's smaller scale and diversity compared to higher rated peers and its financial-sponsor ownership, S&P could raise its rating on Kodiak if: -- S&P expects the company will maintain S&P Global Ratings-adjusted leverage below 3x under most market conditions despite acquisitions and dividends; and -- The financial sponsor commits to maintaining leverage at this level. KOLAY FLOORING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Kolay Flooring International LLC 20819 Currier Road, Suite 300 Walnut, CA 91789-9000 Business Description: Kolay Flooring is a manufacturer, distributor, and seller of floor coverings. Kolay's product offerings include carpet tiles, luxury vinyl, SPC, and woven vinyl flooring. Chapter 11 Petition Date: March 14, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-11986 Judge: Hon. Deborah J. Saltzman Debtor's Counsel: Marc C. Forsyte, Esq. GOE FORSYTHE & HODGES LLP 17701 Cowan Building D, Suite 210 Irvine, CA 92614 Tel: (949) 798-2460 Email: mforsythe@goeforlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Melinda Ortiz as sole member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KNDANZA/Kolay_Flooring_International_LLC__cacbke-24-11986__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Diamond Creek Capital Business Related $10,000,000 11378 Villa Bellagio Debt Drive, Las Vegas, NV 89141 2. Zehong Logistics Business Related $4,136,807 (HK) Co., Ltd Debt Room 2105 QD4830 Rrend Centre Cheung Lee St Chai Wan 29-31 Hong Kong 3. SBA EIDL Business Related $2,000,000 Debt 4. Jiangsu Success Business Related $1,578,102 Wood Products Co., Ltd. Debt No.97 Changhong Road Henglin Town Wujin Changzhou City Jiangsu, China 5. Hytex / Suzhou Business Related $1,344,728 Potiloor New Debt Material Co. Liming Village Yanshe Town Zhangjiagcing Jiangsu, China 6. Jiangsu Haoxing Business Related $752,602 New Materials Debt Co.,Ltd 7. Jiangsu Winmai Business Related $380,156 Floors Technology Debt 8. Changzhou Business Related $372,913 Zhonglong Wood Debt Co Ltd. Honglian Village Henglin Town Changzhou Jiangsu Province China 9. Jay Bharat Lodging Business Related $250,000 12538 Bubbling Debt Creek Lane Cerritos, CA 90703 10. NewCo Business Related $207,000 Debt 11. American Express Business Related $198,328 PO Box 96001 Debt Los Angeles, CA 90096-8000 12. CDTFA (Sales Tax) Business Related $140,000 1521 W. Cameron Ave Debt Suite 300 West Covina, CA 91790 13. Jiangsu Sheng Business Related $119,976 Fuyuan New Materials Debt Co., L 14. Thorndal Armstrong, Business Related $83,974 Delk, Balkenbush & Debt 1100 E Bridger Avenue Las Vegas, NV 89101 15. New Vision Business Related $80,000 Development LLC Debt 2601 Del Rosa North #104 San Bernardino, CA 92404 16. Raitto Business Related $79,523 China Debt 17. Huizhou Weikang Business Related $69,124 New Buiding Materials C Debt Waiming Industrial Area Sanzhou Huangbu Town Huidong County Huizhou City Guangdong Province, China 18. Dongguan Fuqiao Business Related $52,978 Textile Co., Ltd. Debt 19. Kolay Trucking LLC Business Related $52,262 Debt 20. Zhenjiang Yuji Business Related $51,708 Holding Co Limited Debt LA MOUNT GROUP: Unsecureds Will Get 10% of Claims in Plan --------------------------------------------------------- La Mount Group, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Ohio a Plan of Reorganization under Subchapter V dated March 7, 2024. The Debtor is a single member LLC started in November 2008 to operate a Culver's food service franchise. Joshua Hankins is the sole managing member of La Mount. The business operates from a 4,500 sq. ft. location at 3111 Princeton Rd, Fairfield Township, OH 45011 which is leased. The benefit of this Plan is that it will allow a small business to continue operations, while providing employment and benefits to at least 5 individuals who work for La Mount full-time and the 45 employed part-time. The benefit to all creditors is that they will receive a portion of their outstanding debt with the possibility of a higher return if the Reorganized Debtor is successful. It is anticipated that the business can operate profitably in the future with the economy moving back to normal. The Debtor will make monthly payments of no less than $ 4,750.00 for 22 months and then $7,200.00 for 32 months (the "Scheduled Minimum Payments") after the Effective Date which will be disbursed quarterly beginning on the First Distribution Date for 54 months. It is anticipated that two monthly payments will have been made to Gordon Foods prior to the Effective Date based upon the pending pleading as Class 4. Newtek Small Business, the only secured creditor, will be paid approximately 5% of their Allowed Secured claim each quarter as set forth in the schedule of creditors. Priority tax claims will be paid by the Subchapter V Trustee or the Debtor in full out of the First Distribution. Unsecured Creditors will be paid approximately 10% of their Allowed Unsecured Claims. In addition to the Scheduled Minimum Payments, unsecured creditors shall also receive Additional Profit-Sharing Distributions based upon the profitability of the business. Specifically, should the net income in any calendar year beginning in 2025 exceed 20% of the Projected Net Income, all of such net profit shall be shared 50% to the unsecured creditors and 50% to the Debtor. The length of the Plan from the Effective Date shall be 54 months. The Member, Joshua Hankins, shall continue to manage and operate the business. He may defer his salary to guarantee the minimum payments as needed as established in the budget but will not be entitled to a pay increase unless the Plan payment is increased. The Debtor anticipates that they will be able to pay current operation expenses and fund the Chapter 11 Subchapter V Plan payments. The financial projections for the next 54 months reflect disposable income which is sufficient to fund the Plan during the term. With the assumption that the revenue will remain consistent, the Debtor will be able to fund the Plan for 54 months. Class 5 consists of the unsecured Allowed Claims including the deficiency claim of Advantage Lending Corporation. The Class 5 creditors will receive payments under the Plan from the Debtor's net disposable income over the commitment period. The Debtor has provided projections with the Plan indicating its general projected monthly performance over the life of the Plan, and based on those projections, Class 5 creditors shall receive approximately 10% of their unsecured Allowed Claims and shall be paid from funds not expendable on Class 3 and 4 claims. Class 5 is Impaired under the Plan. Class 6 consists of the equity security interests of the Debtor. Class 6 shall retain their equity interest in the Debtor but shall receive no payment or dividends, except for salary, during the term of the Plan. A full-text copy of the Subchapter V Plan dated March 7, 2024 is available at https://urlcurt.com/u?l=tkMCcC from PacerMonitor.com at no charge. Attorney for the Debtor: Eric W. Goering, Esq. Goering & Goering, LLC 220 West Third Street Cincinnati, OH 45202 Telephone: (513) 621-0912 Email: eric@goering-law.com About La Mount Group La Mount Group, LLC, is a franchisee of Culver's American restaurant. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-12409) on December 11, 2023. In the petition signed by Joshua Hankins , member, the Debtor disclosed $163,242 in assets and $1,675,066 in liabilities. Judge Beth A. Buchanan oversees the case. Eric W. Goering, Esq., at Goering & Goering, represents the Debtor as legal counsel. LEBANON PLATINUM: Hires Berkadia Real Estate Advisors as Broker --------------------------------------------------------------- Lebanon Platinum, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Berkadia Real Estate Advisors LLC as broker. The firm will market and sell the following real properties: (a) 10861 Highway 98, Destin, FL 32550 (Destin Platinum, LLC); (b) 1065 Franklin Road, Lebanon, TN 37090 (Lebanon Platinum, LLC); (c) 1228 Bunker Hill Road, Cookeville, TN 38506 (Cookeville Platinum, LLC); (d) 7211 Garth Road, Baytown, TX 77521 (VMV, LLC); (e) 175 Chaffin Place, Murfreesboro, TN 37129 (Murfreesboro Platinum, LLC); and (f) 165 Chaffin Place, Murfreesboro, TN 37129 (Platinum Gateway II, LLC). The firm will be paid a commission of 3 percent of the total sale price, plus plus an expense reimbursement not to exceed $7,500 per property. Kyle Stevenson, a managing director at Berkadia Real Estate Advisors, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kyle Stevenson Berkadia Real Estate Advisors, LLC 1111 Brickell Avenue Suite 1650 Miami, FL 33131 Tel: (305) 373-6650 Fax: (305) 373-6651 Email: kyle.stevenson@berkadia.com About Lebanon Platinum Lebanon Platinum, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-03592) on Sept. 29, 2023, with up to $50,000 in assets and up to $10 million in liabilities. Mitch Patel, manager, signed the petition. Judge Charles M. Walker oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC serves as the Debtor's legal counsel. LEVI STRAUSS: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed Levi Strauss & Co.'s (Levi) Long-Term Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook is Stable. Levi's ratings reflect its position as one of the world's largest branded apparel manufacturers, with broad channel and geographic exposure as well as its narrow focus on the Levi brand and in bottoms. The ratings consider the company's good execution both from a topline and a margin standpoint, which support Fitch's longer-term expectations of low-single digit revenue and EBITDA growth. Near-term results have moderated somewhat, partially driven by a softer apparel spending environment. However, Fitch expects that Levi will be able to maintain EBITDAR leverage (total adjusted debt/EBITDAR, capitalizing leases at 8x) below 3.5x over time. KEY RATING DRIVERS Strategic Growth Initiatives: Levi has articulated a strategy to build on its position as one of the largest branded apparel companies in the world, with around USD6.2 billion in annual revenue. At the company's 2022 investor day, Levi shared a five-year revenue CAGR target of 6%-8%, driven by three initiatives. The first is driving the profitable core businesses, including the Levi's men's bottoms business, and brands through product innovation and strengthened customer relationships. Levi also plans to expand its direct-to-consumer (DTC) channel, including both its retail and e-commerce businesses. The DTC channel accounted for 43% of sales in 2023 (ended November 2023), and management has targeted growing DTC to over half of the business by 2027. Levi plans to grow its DTC penetration through retail unit expansion and investments in its e-commerce operations to improve the online customer experience and functionality. Management plans to focus on continuing to diversify the portfolio while expanding into less-penetrated categories, markets and channels. Businesses to expand include men's tops, women's apparel and key emerging markets, such as India. Fitch projects that Levi's annual revenue could grow modestly in the low-single digits over time, reaching USD6.6 billion by 2027 versus 2019's USD5.8 billion, supported by good operational execution around its topline initiatives. The 2021 acquisition of Beyond Yoga also contributed approximately USD100 million in annual revenue. Focused Strategy Supports Margin Trajectory: Levi is targeting margin improvement over time through channel shifts towards DTC and cost structure reductions, which should permit further reinvestments for future growth. Margin performance has moderated somewhat in the near term, driven by markdown activity at the wholesale channel, as well as inflationary cost pressures. After declining over 200 basis points to approximately 13% in 2023, Fitch expects that EBITDA margins will begin to rebound modestly in 2024, driven by lower product costs, less markdown activity, and continued expansion into higher margin categories, including DTC and women's. In January 2024, Levi announced a cost-savings program called Project Fuel, which it expects to generate approximately USD100 million in annual net cost savings. Levi's efforts support Fitch's projection that EBITDA margins will trend towards the low-14% range by 2026, relative to 13% in 2019 and the high-12% range in 2023. Limited Diversification: Levi's credit profile is somewhat constrained by its Levi brand concentration (93% of 2023 revenue) and narrow product focus on bottoms (68% of 2023 revenue). While Fitch expects the apparel sector to grow modestly over time, individual brands are exposed to inherent risk; fashion trends and brand popularity change with unpredictable timing and velocity due to fickle consumer behavior. Somewhat offsetting these factors is the replenishment-oriented nature of denim, which is relatively less susceptible to fashion trend changes over time. Levi's products are also broadly distributed across retail channels, including department store and specialty but also general merchandise/discount and online. This makes the company somewhat agnostic to the impact of shifts in shopping channels. Additionally, Levi has been focused on expanding its geographic diversification. The company has grown its international sales (excluding the U.S.) from 34% of revenue in 2017 to approximately 56% in 2023. Modest Leverage; Strong FCF: Assuming flattish debt levels and Fitch's EBITDA forecast, Levi's EBITDAR leverage is expected to remain within 3.5x, in line with recent history (aside from 2020). Levi benefits from its good cash flow generation, which Fitch expects to trend in the USD100 million-USD200 million range (post-dividends) beginning in 2024. While Levi does not have a publicly articulated leverage target, in June 2022 the company shared its capital allocation strategy, centering around the following priorities: capex (targeted at 3.5%-4% of annual revenue), shareholder returns (55%-65% of FCF allocated towards dividends and share repurchases), and M&A. In August 2021 Levi acquired Beyond Yoga for approximately USD400 million in an all cash transaction. Fitch expects that Levi could make additional cash or small debt-funded, acquisitions in the future. Fitch expects that further M&A targets would align with Levi's current strategies, either providing further portfolio diversification or additional capabilities. DERIVATION SUMMARY Levi's ratings consider the company's good execution both from a topline and a margin standpoint, which support Fitch's longer-term expectations of low-single digit revenue and EBITDA growth. Although there could be some near-term pressure to operating results given ongoing shifts in consumer behavior, difficult comparisons, and global macroeconomic uncertainty, Fitch expects that Levi will be able to maintain EBITDAR leverage (adjusted debt/EBITDAR, capitalizing leases at 8x) below 3.5x over time. Similarly rated peers include Samsonite International S.A. (BB/Stable), Signet Jewelers Limited (BB/Stable), and Capri Holdings Limited (BBB-/Rating Watch Negative). Samsonite's rating is one notch lower than Levi's, reflecting Samsonite's relatively higher leverage with expectations that EBITDAR leverage will trend in the high-3x range over the next few years. Samsonite's rating also considers its status as the world's largest travel luggage company, with strong brands and historically good organic growth. Samsonite's topline rebounded strongly, following weak pandemic-era performance in 2020, led by a continued strong recovery in global travel. Signet's rating relative to Levi's reflects expectations that Signet will be able to sustain EBITDAR leverage in the low-4x range versus Fitch's expectations for Levi to sustain EBITDAR leverage below 3.5x. Signet's rating also considers the company's leading market position as a U.S. specialty jeweler with an approximately 10% share of a highly fragmented industry. The ratings consider Signet's good execution both from a topline and a margin standpoint, which support Fitch's longer-term expectations of low-single digit revenue and EBITDA growth. Capri's rating reflects its strong positioning in the U.S. handbag market and, good growth at its various brands along with its demonstrated commitment to debt reduction. The rating also considers the fashion risk inherent in the accessories and apparel space. The Negative Watch reflects the potential for a sustained increase in leverage, pro forma for the acquisition by Tapestry, above Fitch's current expectations for EBITDAR leverage to sustain in the low-3x range. KEY ASSUMPTIONS - Fitch projects Levi's 2024 (year ending November 2024) revenue could be approximately flat around USD6.2 billion as a relatively weak environment for consumer spending on apparel is offset by Levi's ongoing growth initiatives as well as the benefit of a 53rd week. Fitch expects low-single digit revenue growth thereafter, aided by Levi's medium-term growth initiatives. - EBITDA, which was approximately USD790 million in 2023, could expand modestly in 2024, driven in-part by less inventory markdown activity and lower input costs. Fitch expects EBITDA margins to expand modestly from the low-13% range in 2024 to the mid-14% range by 2027 driven by continued growth in higher-margin segments, including DTC and women's, as well as the expected benefit from Levi's cost savings initiatives. - Capex intensity is expected to be around 4.5% of revenue beginning in 2024 and will be deployed towards ongoing DTC expansion, and Levi's digital infrastructure investments. Dividend payouts, which were USD191 million in 2023, are expected to grow in-line with net income. - In 2024, FCF, post-dividends, is expected to be around USD100 million, up from negative USD70 million in 2023 given working capital improvements. Fitch expects the company could use FCF towards growth investments, including tuck-in acquisitions, as well as share repurchases—in-line with their capital allocation policy. - EBITDAR leverage climbed from 2.9x in 2022 to 3.4x in 2023 on EBITDA moderation. Fitch expects EBITDAR leverage of approximately 3.4x in 2024 and for leverage to remain below 3.5x thereafter, assuming no change to current debt levels of approximately USD1.0 billion and modest EBITDA expansion. RECOVERY ANALYSIS Fitch does not employ a waterfall recovery analysis for issuers assigned ratings in the 'BB' category. The further up the speculative grade continuum a rating moves, the more compressed the notching between the specific classes of issuances becomes. Fitch rates Levi's ABL revolver 'BBB-'/'RR1', indicating outstanding recovery prospects in the event of default. Fitch rates Levi's unsecured notes 'BB+'/'RR4', indicating average recovery prospects. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - A sustained mid-single-digit annual increase in constant-currency revenue and EBITDA such that EBITDA approached USD900 million on current debt levels, yielding EBITDAR leverage below 3.0x; - Alternatively, portfolio actions including acquisitions that enhanced Levi's scale while lessening Levi's concentration on the Levi brand and its bottoms business, could result in Fitch viewing Levi's current financial profile, including EBITDAR leverage sustained under 3.5x, as appropriate for a 'BBB-' rating; - In addition to the above, a publicly stated financial policy could support positive rating action. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Top line weakness and increased marketing / promotion investments driving EBITDA below USD700 million, resulting in sustained EBITDAR leverage over 3.5x. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: Levi's liquidity is strong, supported by cash on hand of USD398.8 million and revolver availability of USD942.8 million as of Nov. 26, 2023, based on Levi's borrowing base, no outstanding borrowings and net of USD14.9 million of letters of credit and other minor borrowings. The USD1.0 billion revolving credit facility is secured by U.S. and Canadian inventories, receivables and the U.S. Levi trademark, and benefits from upstream guarantees from the domestic operating companies. As of Nov. 26, 2023, the company's capital structure consisted of its USD1.0 billion revolving credit facility due January 2026, with no outstanding borrowings, its unsecured EUR475 million notes due in March 2027 and its unsecured USD500 million notes due in March 2031. ISSUER PROFILE Levi is one of the world's largest branded apparel companies, with fiscal 2023 (ended November 2023) revenues and EBITDA of USD6.2 billion and USD790 million, respectively. SUMMARY OF FINANCIAL ADJUSTMENTS Historical and projected EBITDA is adjusted to add back non-cash stock-based compensation and exclude non-recurring charges. Fitch has adjusted the historical and projected debt by adding 8.0x annual gross rent expense. 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 ----------- ------ -------- ----- Levi Strauss & Co. LT IDR BB+ Affirmed BB+ senior secured LT BBB- Affirmed RR1 BBB- senior unsecured LT BB+ Affirmed RR4 BB+ LIBERTY COMMUNICATIONS: S&P Affirms 'B+' ICR, Outlook Stable ------------------------------------------------------------ S&P Global Ratings revised the stand-alone credit profile (SACP) for cable and wireless provider Liberty Communications of Puerto Rico LLC (LCPR) to 'b' from 'b+'. S&P affirmed all its ratings, including the 'B+' issuer credit rating (ICR), which includes one notch of uplift from the parent. The stable outlook reflects S&P's view that credit metrics will improve slightly in 2024 on low earnings growth as it uses free operating cash flow (FOCF) for the planned acquisition of spectrum and subscriber assets from Dish Network. The revision reflects that leverage likely will remain elevated in the low- to mid-5x area, longer than S&P previously expected. S&P said, "We now expect earnings growth of 1%-3% in 2024, lower than our previous estimate of about 6%, driven by mid-single-digit percent revenue declines in wireless and potential headwinds in broadband due to the likely expiration of the Affordable Connectivity Program (ACP). In addition, we expect net debt balances to remain flat year over year as free cash flow generation of about $60 million-$70 million in 2024 is offset by the $256 million acquisition of Dish's spectrum and subscriber assets in Puerto Rico and the U.S. Virgin Islands, which will be paid in four annual installments commencing at close some time this year. Still, we believe that LCPR could deleverage to the high-4x area in 2025 despite this annual $64 million payment on improved earnings growth in part due to lower costs associated with the integration of the AT&T wireless assets. "We believe that intensifying competition from T-Mobile will continue to pressure LCPR's subscriber metrics this year. "We project the company's wireless postpaid subscriber base will contract 1%-3% in 2024. Still, the pace of subscriber losses is modestly better than the 4.3% decline in 2023 due to expected more aggressive marketing. T-Mobile has had a spectrum advantage on the island since the acquisition of Sprint in 2020, which we believe has translated to a better 5G customer experience, limiting postpaid subscriber additions at LCPR. Still, we believe the proposed acquisition of Dish's spectrum assets in Puerto Rico and the U.S. Virgin Islands will strengthen LCPR's 5G mobile network and allow it to compete more effectively with T-Mobile. The acquisition includes roughly 120,000 of Boost wireless subscribers, which will increase LCPR's scale in the prepaid market. This partially offsets prepaid declines, driven by certain sales restrictions governed by an AT&T transitional services agreement that expires in 2024. "We believe residential broadband services revenue increases 4%-6% in 2024. "We expect broadband average revenue per user (ARPU) growth of 2%-4% and subscriber growth of up to 3% in 2024, a wider range than our previous estimate of about 2%-3%, driven by the potential constraints from the likely ACP expiration. We believe LCPR has been more active in the program than most small to midsize cable operators given Puerto Rico's lower-income demographics. However, we recognize that unlike peers in the contiguous U.S., LCPR's competitive position in broadband over the last two years has been less affected by fixed wireless access (FWA) and fiber-to-the-home (FTTH) competition on fewer players, which we believe could prevent significant customer churn if ACP expires. In addition, LCPR is the leading quadruple-play provider in Puerto Rico with a dominant broadband position on the island, which we believe limits customer churn." FWA is a potential threat to cable subscriber growth longer term. The technology works well and is offered at low prices throughout most of the contiguous U.S. S&P expects FWA will continue gaining market share with discounted service relative to cable, appealing to more price-sensitive customers that may be willing to compromise on speed compared with a wired cable connection. S&P believes many of these households subscribe to copper-based services and historically converted to cable when copper networks failed to meet their data requirements. FWA fills the gap between cable and copper, typically offering better speeds than copper at prices typically lower than cable prices. S&P said, "Given the lower-income demographic in Puerto Rico, we believe there would likely be strong demand for this product and that T-Mobile would likely be LCPR's best positioned competitor. In the contiguous U.S., T-Mobile has had success with in-home fixed wireless, which can offer typical download speeds between 33 and 182 gigabits per second. Nevertheless, we question whether T-Mobile has the network capacity in Puerto Rico to roll out FWA on any substantial scale, given that it has been evaluating such a deployment for nearly three years. In addition, the economics of investing in additional FWA capacity are challenging given the high data usage and substantially lower price per bit compared with mobile. "We consider LCPR moderately strategic to the group and apply one notch of rating uplift to reflect potential support. "We believe that LCPR is unlikely to be sold in the near term and likely to receive support from the group if long-term prospects justify an adequate return. While our group credit profile on Liberty Latin America Ltd. is 'bb-', we do not equalize our ratings on the companies because LCPR only accounts for about 29% of the group's total earnings, and there are no contractual obligations to provide incentive for support, such as cross-default provisions among the different credit pools. Furthermore, there is minimal operational overlap between group members. "The stable outlook reflects our expectation for slight improvement in credit metrics from modest earnings growth. However, LCPR has more limited financial flexibility to manage leverage given that it will deploy FOCF for the planned acquisition of spectrum and subscriber assets from Dish Network. "A downgrade would most likely be driven by a change in the competitive dynamic, mainly from T-Mobile, especially if T-Mobile started offering FWA services at considerable scale. More specifically, we could lower the rating if EBITDA margin declined to the low-30% area, leading to leverage rising above 6x with little sign of improvement. "Although unlikely over the next year, we could raise the rating if leverage were to fall below 4x on a sustained basis. An upgrade would need to be accompanied by successful integration of acquired wireless operations, including steady churn and EBITDA margins, along with a more clearly defined financial policy and commitment to maintaining leverage below 4x longer term. "We could revise our SACP if leverage were to fall below 5x, likely driven by greater than expected earnings growth over the next 12 months, although this would likely not change the ICR." LIFESCAN GLOBAL: $275MM Bank Debt Trades at 48% Discount -------------------------------------------------------- Participations in a syndicated loan under which LifeScan Global Corp is a borrower were trading in the secondary market around 52.5 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $275 million facility is a Term loan that is scheduled to mature on March 31, 2027. The amount is fully drawn and outstanding. Lifescan Global Corporation is a provider of blood glucose monitoring systems for home and hospital use. LYONS COMPANIES: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: The Lyons Companies, LLC 11401 Electron Drive Louisville, KY 40299 Business Description: The Lyons Companies haS been providing advanced custom metal fabrication services and high-quality industrial and appliance products to companies throughout North America. Chapter 11 Petition Date: March 15, 2024 Court: United States Bankruptcy Court Western District of Kentucky Case No.: 24-30684 Debtor's Counsel: April A. Wimberg, Esq. DENTONS BINGHAM GREENEBAUM 3500 PNC Tower 101 South Fifth Street Louisville, KY 40202 Tel: (502) 587-3719 Email: april.wimberg@dentons.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Steven Huff as CEO and member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GBVHRRY/The_Lyons_Companies_LLC__kywbke-24-30684__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. A Better Industrial Temporary $367,656 Temporary Agency Service 4523 Bardstown Rd Louisville, KY 40218 Tel: 502-452-1306 2. Brennan Investment Group Lease Agreement $293,502 c/o Linda Yi-Condon, Esq. 10275 W. Higgins Road #810 Des Plaines, IL 60018 Tim Donohue Email: tdonohue@brennanllc.com 3. D&P Custom Lights Lighting and $766,701 & Products Wiring 900 63rd Avenue North Nashville, TN 37209 Bob-O Smith Phone: 615-350-7800 Email: bob-o@dandpcustomlights.com 4. Direct Xpress Shipping and $181,458 Logistics, Inc. Freight 2330 Enterprise Park Dr. Indianapolis, IN 46218 Sherri Breedlove Phone: 317-602-8038 Email: sbreedlove@teamdxl.com 5. Hire Quest, Inc. Temporary $152,396 6100 Dutchman's Agency Services Lane, Suite 301 Louisville, KY 40205 Sharon Summers Phone: 404-209-1333 Email: sharons@snellinglouky.com 6. Human Active Goods and $111,355 Technology Services 100 Kuebler Road Easton, PA 18040 John Matejcek Email: jmatejcek@team-hat.com 7. Ken-Mac Metals Metal/Steel $377,795 17901 Englewood Ave Services Cleveland, OH 44130 Matthew Howard Email: matthew.howard@thyssenkrupp-materials.com 8. Kloeckner Metals Metal/Steel $191,530 11501 Reading Road Sharonville, OH 45241 Wendy Bankert Phone: 214-630-6959 Email: wendy.bankert@kloeckner.com 9. Matandy Steel & Steel $182,753 Metal Products 1200 Central Avenue Hamilton, OH 45011 Frankie Pate Phone: 513-844-2277 Email: frankie.pate@matandy.com 10. Metals USA, Inc. Steel $377,683 1070 W. Liberty Street Wooster, OH 44691 Brian Schmidt Phone: 412-433-1292 Email: Brian.Schmidt@metalsusa.com 11. Miami Valley Steel Steel $188,026 201 Fox Drive Piqua, OH 45356 Lee Kindell Phone: 937-773-7127 Email: lee.kindell@miamivalleysteel.com 12. MOL Belting Systems Conveyer Belts $218,511 2532 Waldorf CT NW Manufacturer/ Grand Rapids, MI Wholesaler 49544 Carrie McGonegal Phone: 616-453-2484 Email: cmcgonegal@molbelting.com 13. Parks Panel Goods and $446,054 Processing & Mfg. Services 33 Bronston Howard Rd. Summer Shade, KY 42166 Mark Parks Phone: 270-428-3125 Email: parkscabinets@live.com 14. Phoenix Metals Company Steel $123,300 4645 Port Royal Road Spring Hill, TN 37174 Joe Wolf Email: joe.wolf@phoenixmetals.com 15. Siemens Mobility Inc. Goods and $141,132 100 Technology Drive Services Alpharetta, GA Nissi Rajan Email: nissi.rajan@siemens.com 16. Specialty Rolled Metals Steel $425,961 423 St. Paul Blvd. Carol Stream, IL 60188 Charlie Patel Phone: 630-871-5765 Email: capatel@specialtyrolledmetals.com 17. Stryker Logistics LLC Truck Load $317,590 308 Dishman Lane Services Bowling Green, KY 42101 Tel: 270-594-4149 18. Trumpt Inc. Equipment $206,942 111 Hyde Road Financing Farmington, CT 06032 Mary Ellen George Phone: 860-255-6000 Email: MaryEllen.George@trumpf.com 19. Welders Supply Company Goods and $129,865 331 Boxley Avenue Services Louisville, KY 40209 Sherry Murray Email: smurray@gowelders.com 20. Whittington Home Goods and $183,288 Improvement Services 668 Mcintosh Dr Taylorsville, KY 40071 Kris Whittington Email: KRISWHITTINGTON@hotmail.com MATTRESS DIRECT: Hires Bill Cockrum Liquidations as Auctioneer -------------------------------------------------------------- Mattress Direct, Inc., Campbell Sleep, LLC, and DeliverPRO, LLC seek approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Bill Cockrum Liquidations, LLC as their auctioneer. Bill Cockrum Liquidations will assist in the marketing and sale of the Debtors' assets located at the Bridgeton Location. Cockrum has proposed a commission equal to 12 percent of the final hammer price of the goods sold and conditionally sold. Cockrum will also collect a 15 percent buyer's premium from each successful buyer on goods they purchase. Bill Cockrum Liquidations, LLC is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Bill Cockrum Bill Cockrum Liquidations, LLC 6128 Bartmer Avenue St. Louis, MO 63133 Telephone: (314) 429-4112 Facsimile: (866) 257-6128 About Mattress Direct, Inc. DeliverPRO, LLC, Campbell Sleep, LLC, and Mattress Direct, Inc. filed their petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.E.D. Mo. Lead Case No. 23-43817) on Oct. 23, 2023. At the time of filing, Mattress Direct, Inc. disclosed $1,000,001 to $10 million in both assets and liabilities. Thomas H Riske, Esq. at Carmody Macdonald P.C. represents the Debtors as counsel. MAVENIR SYSTEMS: $145MM Bank Debt Trades at 29% Discount -------------------------------------------------------- Participations in a syndicated loan under which Mavenir Systems Inc is a borrower were trading in the secondary market around 70.9 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $145 million facility is a Term loan that is scheduled to mature on August 18, 2028. About $143.3 million of the loan is withdrawn and outstanding. Mavenir Systems, Inc. provides software-based networking solutions. The Company offers internet protocol based voice, videos, communication, and messaging services, as well as multimedia subsystem, evolved packet core, and session border controller. MAVENIR SYSTEMS: $585MM Bank Debt Trades at 29% Discount -------------------------------------------------------- Participations in a syndicated loan under which Mavenir Systems Inc is a borrower were trading in the secondary market around 71.1 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $585 million facility is a Term loan that is scheduled to mature on August 18, 2028. About $571.8 million of the loan is withdrawn and outstanding. Mavenir Systems, Inc. provides software-based networking solutions. The Company offers internet protocol based voice, videos, communication, and messaging services, as well as multimedia subsystem, evolved packet core, and session border controller. MCCARTEY TIMBER: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------------- McCartey Timber Co., LLC asks the U.S. Bankruptcy Court for the Middle District of Alabama for authority to use cash collateral and provide adequate protection. Throughout the last 12 to 18 months, the Debtor has suffered financial problems believed to be related, at least in some part, to the negative economic impacts of the COVID Pandemic including, but not limited to, the decrease in the demand for paper and wood products manufactured from pulp wood, the increase in oil and fuel costs and the increase in labor costs. In addition, the pulpwood mills have placed quotas to limit the number of loads accepted from companies such as the Debtor's company. Based upon information available through the records of the Alabama Secretary of State, the following entities have UCC Financing Statements of Record and purport to hold a secured interest within the Debtor's cash collateral: a. Sumitomo Mitsu Finance & Leasing Co., LTD. UCC Filed August 17,2023; i. Equipment Finance, Appx. $300,000 Balance b. John Deere Construction & Forestry Company UCC Filed January 12,2024; i. Equipment Finance, Appx. $300,00 Balance c. Channel Partners Capital UCC Filed February 22,2024; i. Working Capital Loans, Appx. $100,000 Balance Peoples Exchange Bank has an active UCC Financing Statement, however, the bank does not purport to take a secured interest within the Debtor's cash collateral. In review of the promissory note and security agreement, Peoples Exchange Bank does not have a secured interest within the cash collateral. As of the Petition Date, the Debtor's accounts reflected that the sum of approximately $25,335 was on deposit. Further, as of the Petition Date, the Debtor estimates that its accounts receivable, for the period of March 6-8, 2024, are approximately $40,000. The Debtor proposes that adequate protection to the aforesaid entities that have a lien against the cash collateral includes a replacement lien on the Debtor's postpetition receivables and projected positive cash flow. A copy of the motion is available at https://urlcurt.com/u?l=nWxiBF from PacerMonitor.com. About McCartey Timber Co LLC McCartey Timber Co LLC operates a timber harvesting and/or logging business in Butler County, Alabama. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ala. Case No. 24-30537) on March 8, 2024. In the petition signed by Michael S. McCartey, member, the Debtor disclosed up to $10 million in both assets and liabilities. Anthony Bush, Esq., at THE BUSH LAW FIRM, LLC, represents the Debtor as legal counsel. MEDIAMATH HOLDINGS: Plan Exclusivity Period Extended to April 29 ---------------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended MediaMath Holdings, Inc., and affiliates' exclusive periods to file their plan of reorganization, and solicit acceptances thereof to April 29 and June 26, 2024, respectively. As shared by Troubled Company Reporter, the Debtors point out that they began winding down their operations and platform and significantly reduced employee headcount. The Sale Process, Auction, and closing the Sale involved extensive negotiations and effort. Accomplishing these tasks and addressing the concerns of the Debtors' creditors and stakeholders along the way, among other things, required the full attention of the Debtors, their minimal employees, and their advisors. In addition, the Debtors have continued to work with their advisors pursuant to the Settlement Procedures to settle and recover their outstanding accounts receivable, and have negotiated extensions of the Cash Collateral Orders with the First Lien Agent. Further, the Debtors have spent significant efforts in negotiating and reaching the Settlements, and because of these efforts and the resolutions reached in the Settlements, the Debtors are better positioned to propose a plan for confirmation. Finally, the Debtors have been required to devote a significant amount of time, energy, and resources to the chapter 11 process more generally and addressing the myriad issues attendant thereto. Counsel to the Debtors: Michael R. Nestor, Esq. Kara Hammond Coyle, Esq. Heather P. Smillie, Esq. Kristin L. McElroy, Esq. Emily C.S. Jones, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: mnestor@ycst.com kcoyle@ycst.com hsmillie@ycst.com kmcelroy@ycst.com ejones@ycst.com About MediaMath Holdings MediaMath Holdings, Inc. develops and delivers digital advertising media and data management technology solutions to advertisers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10882) on June 30, 2023. In the petition signed by Neil Nguyen, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. As of the Petition Date, the Debtors had about $95 million of first lien funded debt. Judge Laurie Selber Silverstein oversees the case. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP as legal counsel, FTI CONSULTING, INC. as financial advisor, and EPIQ CORPORATE RESTRUCTURING, LLC as claims and restructuring agent. MEDLINE BORROWER: S&P Assigns 'B+' Rating on First-Lien Term Loan ----------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating to Northfield, Ill.-based medical products distribution company Medline Borrower L.P.'s first-lien term loan due in 2028. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. Medline intends to use the proceeds to refinance its existing first-lien term loan at a lower interest rate. S&P's 'B+' issuer credit rating on Medline continues to reflect its expectation for high-single-digit percent revenue growth driven by new customer growth and strong demand. It also reflects its view that cash flow is improving, but leverage could remain elevated due to its financial sponsor ownership. MERCY HOSPITAL: Expand Epiq's Scope of Work as Admin. Advisor ------------------------------------------------------------- Mercy Hospital, Iowa City, Iowa and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Iowa to employ Epiq Corporate Restructuring, LLC as administrative advisor. The firm will provide these services: a. assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties-in-interest, including, if applicable, brokerage firms, bank back-offices, and institutional holders; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; and c. provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Letter, but not included in the Section 156(c) Order, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Court. The firm will be paid at these hourly rates: Clerical/Administrative Support $25 to $55 IT / Programming $55 to $75 Project Managers/Consultants/ Directors $75 to $180 Solicitation Consultant $180 Executive Vice President, Solicitation $190 The firm received from the a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kate Mailloux,, a partner at Epiq Corporate Restructuring, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kate Mailloux Epiq Corporate Restructuring, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Tel: (646) 282-2532 Email: kmailloux@epiqglobal.com About Mercy Hospital, Iowa City Mercy Hospital, Iowa City, Iowa is a Catholic-based Iowa nonprofit corporation that operates an acute care community hospital and clinics in Iowa City, Iowa, and surrounding communities. Mercy Hospital and affiliates, Mercy Iowa City ACO, LLC and Mercy Services Iowa City, Inc., filed Chapter 11 petitions (Bankr. N.D. Iowa Lead Case No. 23-00623) on Aug. 7, 2023. In the petition signed by its chief restructuring officer Mark E. Toney, Mercy Hospital disclosed $100 million to $500 million in both assets and liabilities. Judge Thad J. Collins oversees the cases. The Debtors tapped Nyemaster Goode, P.C and McDermott Will & Emery LLP as bankruptcy counsels; H2C Securities Inc. as investment banker; and Epiq Corporate Restructuring, LLC as notice and claims agent. Toneykorf Partners, LLC provides interim management services to the Debtors. Mary Jensen, Acting U.S. Trustee for Region 12, appointed an official committee of unsecured creditors on Aug. 15, 2023. The committee tapped Sills Cummis & Gross P.C. and Cutler Law Firm, P.C. as legal counsels; and FTI Consulting, Inc. as financial advisor. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' cases. MI WINDOWS: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating and removed the ratings from CreditWatch with positive implications placed on Jan. 18, 2024 on MI Windows and Doors LLC (MIWD). S&P said, "At the same time, we lowered our issue-level rating on the term loan B-1 to 'BB-' from 'BB' and revised the recovery rating to '2' from '1'. We also lowered our issue-level rating on its senior unsecured notes to 'B-' from 'B' and revised the recovery rating to '6' from '5'. "We assigned a 'BB-' issue-level rating and '2' recovery rating to the proposed term loan B-2 and senior secured notes. "The stable outlook reflects our expectation for leverage to remain 4x-5x over the next 12 months." MIWD has entered into an agreement to acquire PGT Innovations Inc. (B+/Watch Pos/--) for $3.1 billion. The company is seeking to issue a $1.3 billion term loan B-2, $500 million of senior secured notes, and $979 million of equity contributed from Koch Equity Development (KED). These proceeds, along with cash from the balance sheet, will finance the transaction expected to close by the end of the first quarter of 2024. S&P said, "We view MIWD's proposed capital structure as leverage neutral and believe it will result in S&P Global Ratings-adjusted leverage of 4x-5x over the next 12 months. We expect the company's earnings to nearly double following the combination of MIWD and PGT. However, the addition of nearly $3 billion of debt, including the $1.3 billion term loan B-2, $500 million of senior secured notes, and $979 million of equity which includes a combination of preferred and common equity held at the top co, offsets the improved earnings profile. Following the transaction, we expect leverage of 4x-5x, which is adequate for the rating. Similarly, the proposed transaction increases KED's preferred equity stake as well as its ownership share of MIWD. However, we expect the DeSoto family will maintain majority ownership and control. "We expect MIWD to remain one of the largest providers of vinyl, aluminum, and fiberglass windows and patio doors in the U.S. residential market, which supports its competitive position. The acquisition will solidify MIWD's position as the third-largest provider of vinyl windows in the U.S. residential market. The acquisition of PGT further entrenches MIWD's position as it provides greater size and scale. The company currently has a nationwide presence, but the acquisition will provide additional depth in the Florida market, which benefits from storm activity to drive demand volume. "We expect MIWD's S&P Global Ratings-adjusted EBITDA margins will remain 23%-24%, which we consider above average for its industry group, supported by vertical integration, operational efficiencies, and pricing strategy. The company historically maintains above-average EBITDA margins versus peers, including Jeld-Wen Inc. (BB-/Stable/--) and Cornerstone Building Brands Inc. (B/Stable/--), attributable to its vertical integration and ability to pass through cost increases. The company continues to focus its efforts on maintaining its strong operating margins through complete and prompt order deliveries, geographically diverse manufacturing and distribution footprint, and partial vertical integration. This maximizes its freight efficiencies and competitive position. "The stable outlook on MIWD indicates our expectation for S&P Global Ratings-adjusted leverage to remain 4x-5x in 2024 and under most reasonable market conditions." S&P could lower its ratings on MIWD over the next 12 months if its debt to EBITDA rises above 5x. This could occur if: -- EBITDA declines 30% from our base-case assumption because of weaker demand stemming from a severe downturn, which leads to a sharp contraction in the company's earnings or at least a 200-basis point drop in its EBITDA margins; -- Integrating PGT takes longer to improve its operational efficiency than expected, resulting in a decline in EBITDA margins; or -- MIWD pursues large, debt-financed acquisitions or shareholder-friendly actions that cause it to sustain S&P Global Ratings-adjusted leverage of more than 5x. S&P could raise on rating on MIWD over the next 12 months if: -- The company outperforms S&P's base-case expectations by reporting higher earnings and sustains S&P Global Ratings-adjusted leverage of below 4x; and -- S&P believes it will sustain these levels under most market conditions. MICROTEK: Unsecured Creditors Will Get 100% of Claims in Plan ------------------------------------------------------------- Microtek filed with the U.S. Bankruptcy Court for the Southern District of California a Plan of Reorganization for Small Business dated March 7, 2024. The Debtor provides innovative product development specializing in microelectronic technology that integrates engineering with chemistry and biology in medical devices. The Debtor's business address is 10865 Rancho Bernardo Road, Suite 101, San Diego, CA 92127. Since the Debtor's inception it has seen gross revenue increase every year through 2022. Unfortunately, the revenue for 2023 was reduced dramatically. This was as a result of a reduction in demand for products from the Debtor's largest customer. The loss of revenue resulted in the Debtor falling behind in payments to its creditors including a major creditor, US Bank. As a result of payment default to US Bank, the bank instituted a lawsuit against the Debtor. Prior to filing the petition, U.S. Bank instituted pre-judgment collection efforts which included attaching bank accounts and accounts receivable. As a result, continuation of business activities was impossible without bankruptcy protection. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $6,306,732.93. The final Plan payment is expected to be paid on December, 2028. This Plan of Reorganization proposes to pay creditors of the Debtor from net proceeds of the Debtor's business operations. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of Non-priority unsecured creditors. Non-priority unsecured creditors shall be paid 100% of their claims. This Class is unimpaired. Unsecured General Claims total $4,634,682.13. Equity Security Holders consisting of corporate shareholders shall retain their interest in the Debtor. Plan payments shall be funded by net income generated by the Debtor's business operations for a period of 60 months following the date the first payment is due under the Plan. Debtor's projections show funds will be available to pay creditors under the Plan in an amount that exceeds the Chapter 7 liquidation amount. A full-text copy of the Plan of Reorganization dated March 7, 2024 is available at https://urlcurt.com/u?l=RoCFv8 from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Craig E. Dwyer, Esq. CRAIG E. DWYER, ATTORNEY AT LAW 8745 Aero Drive, Suite 301 San Diego, CA 92123 Tel: (858) 268-9909 Fax: (858) 268-4230 Email: craigedwyer@aol.com About Microtek Microtek, a company in San Diego, Calif., provides a full range of design, engineering, and manufacturing solutions. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Calif. Case No. 23-03868) on Dec. 8, 2023, with $661,315 in assets and $6,245,168 in liabilities. Tri Le, president, signed the petition. Judge Christopher B. Latham oversees the case. The Debtor tapped Craig E. Dwyer, Esq., as legal counsel and Shirley C. Kamen, CPA, as accountant. MIDWEST PHYSICIAN: $730MM Bank Debt Trades at 17% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Midwest Physician Administrative Services LLC is a borrower were trading in the secondary market around 83.5 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $730 million facility is a Term loan that is scheduled to mature on March 12, 2028. The amount is fully drawn and outstanding. Midwest Physician Administrative Services, LLC (MPAS) -- https://midwestphysicianservices.com/ -- operates as a management services organization. The Company offers quality improvement, case, utilization management, credentialing, provider relations, technology support, analytics, and revenue cycle management services. MILLENNIAL BENEFIT: Unsecureds Will Get 1.8% of Claims in Plan -------------------------------------------------------------- Millennial Benefit Management Corporation and Mailmyprescriptions.com Pharmacy Corp. filed with the U.S. Bankruptcy Court for the District of Delaware a Second Amended Chapter 11 Plan for Small Business dated March 7, 2024. The Debtors' business was an online pharmacy that used an online platform to connect patients, providers and pharmacists employing medication insights and savings recommendations. Prior to suspending all business operations, the Debtors dispensed medicines, over-the-counter products and wellness supplements and shipped them nationwide. The Debtors offered online insurance coordination, multi-dose medication packaging, delivery and management; as well as real-time pharmacy chat and support with personalized treatment plans that consumers could access via a health and wellness pharmacy dashboard. The Debtors' primary assets are intellectual property, trade secrets, contracts, licenses and confidential information related to their business operations. The Debtors also have some accounts receivable and other assets with nominal value. During the height of the Covid-19 pandemic, GeniusRx was successful as an online pharmacy. However, as vaccinations became more widely administered and available, many customers have returned to their local pharmacies for prescriptions and over-the counter medications and consumer reliance upon on-line pharmacies diminished materially, significantly reducing the Debtors' revenues. In 2022, the Debtors partnered with CapitalRx, a pharmacy benefit manager, but that venture was unprofitable, and the Debtors subsequently exited the specialty pharmaceutical space. The Debtors' economic challenges have also resulted in several lawsuits from vendors. The Debtors determined that it is in the best interest of the Debtors and their constituents to file these bankruptcy proceedings, invoke the automatic stay, obtain breathing space from their pending litigations, relaunch its website, and focus on improving automation and pricing strategies in order to successfully emerge from bankruptcy as a viable business. Class 3 consists of General Unsecured Claims. Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to less favorable treatment, on the Effective Date, each holder of an Allowed General Unsecured Claim, in satisfaction of its Allowed General Unsecured Claim, may elect to receive either: its pro rata share of (i) the General Unsecured Claims Cash Pool to be funded through the Exit Facility, or (ii) the Debtors' projected disposable net income over a 36 month period commencing 30 days after the Effective Date of the Plan with monthly installment payments payable by the Reorganized Debtors on the 5th day of the month. This Class is impaired. The allowed unsecured claims total $5.5 million. This Class will receive a distribution of 1.8% of their allowed claims. On the Effective Date, all Interests in MBMC shall be cancelled. Neither stockholders in MBMC nor parties to SAFES shall receive any distribution. On the Effective Date, all property of the Debtors, tangible and intangible, will revert to the Debtors, free and clear of all Claims and Interests except as provided in the Plan. Through the Exit Facility, the Debtors expect to have sufficient Cash on hand to make the payments required on the Effective Date and to fund the Debtors' operations during the Post-Confirmation Period. The Debtors intend to finance the Plan and the Debtors' future operations through the Exit Facility supplied by holders of Allowed Prepetition Secured Note Claims and Allowed McKesson Secured Claims, as applicable. The Debtors have obtained a commitment from Quality King Distributors, Inc. to fund the Exit Facility. The Debtors believe the Exit Facility is sufficient to (i) satisfy all amounts required for this Plan to be confirmed and for the Effective Date to occur and (ii) pay the Debtors Plan expenses and operating expenses during the Post-Confirmation Period. A full-text copy of the Second Amended Plan dated March 7, 2024 is available at https://urlcurt.com/u?l=02O0cF from PacerMonitor.com at no charge. Counsel to the Debtor: William E. Chipman, Jr., Esq. CHIPMAN BROWN CICERO & COLE, LLP 501 Fifth Avenue, 15th Floor New York, NY 10017 Tel: (646) 685-8363 Email: Cole@ChipmanBrown.com About Millennial Benefit Management Millennial Benefit Management Corporation's business was an online pharmacy that used an online platform to connect patients, providers and pharmacists employing medication insights and savings recommendations. Prior to suspending all business operations, MBMC dispensed medicines, over-the-counter products and wellness supplements and shipped them nationwide. MBMC offered online insurance coordination, multi-dose medication packaging, delivery and management; as well as real-time pharmacy chat and support with personalized treatment plans that consumers could access via a health and wellness pharmacy dashboard. Millennial Benefit Management currently has two employees and one part-time contractor. Millennial Benefit Management and Mailmyprescriptions.com Pharmacy Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-12083 and 23-12084) on December 19, 2023, with $50,000 to $100,000 in assets and $10 million to $50 million in liabilities. Donovan Chin, chief restructuring officer, signed the petitions. Judge Thomas M. Horan oversees the cases. William E. Chipman, Jr., Esq., at Robert A. Weber, Esq., is the Debtor's legal counsel. MIR SCIENTIFIC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: miR Scientific, LLC FKA miR Diagnostics, LLC 1 Discovery Drive Rensselaer, NY 12144 Business Description: miR Scientific is a precision healthcare company committed to improving public health by transforming cancer management globally. The Company's proprietary miR Disease Management Platform was developed to revolutionize the standard of value-based care for cancers and initially focuses on urological cancers. Chapter 11 Petition Date: March 15, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-12769 Judge: Hon. Christine M. Gravelle Debtor's Counsel: Erin J. Kennedy, Esq. FORMAN HOLT 365 Passaic Street, Suite 400 Rochelle Park, NJ 07662 Tel: (201) 845-1000 Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Sam Salman as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6B7BBMA/miR_Scientific_LLC__njbke-24-12769__0001.0.pdf?mcid=tGE4TAMA MISTER CAR WASH: Moody's Rates Amended First Lien Loans 'B2' ------------------------------------------------------------ Moody's Ratings has assigned B2 ratings to Mister Car Wash Holdings, Inc.'s proposed amended and extended $300 million backed senior secured first lien revolving credit facility expiring April 2029 and $901 million backed senior secured first lien term loan maturing in April 2031. Moody's expects the revolver to be largely undrawn upon close and proceeds from the senior secured first lien term loan issuance to be used to repay the senior secured term loan due 2026. All other ratings remain unchanged including the company's B2 corporate family rating and B2-PD probability of default rating. The stable outlook remains unchanged. Upon close of the transaction, Moody's expects to withdraw the B2 ratings on Mister Car Wash's existing senior secured first lien revolving credit facility and existing senior secured term loan. RATINGS RATIONALE Mister Car Wash's B2 CFR reflects its formidable competitive position in the fragmented US car wash marketplace, high level of subscription revenue and successful history of growth through greenfield expansion and acquisitions. The rating is also supported by Mister Car Wash's solid operating performance in spite of the tough operating environment for retailers as well as good liquidity. Moody's expects that Mister Car Wash will continue to grow primarily through greenfield development, mostly funded by sale lease backs. As such, Moody's expects lease-adjusted debt/EBITDA to be in the mid 4x to 5x range over the next 12-18 months while EBIT/interest coverage to be in the high 1x to low 2x range. Lease-adjusted debt/EBITDA for FY 2023 was 5.0x while EBIT/interest coverage was 1.7x. The B2 CFR also continues to reflect the risk inherent in the company still being sponsor-controlled, which can result in financial strategy decisions that favor shareholders over creditors. The SGL-2 speculative grade liquidity rating reflects Mister Car Wash's good liquidity supported by its $300 million revolving credit facility which was upsized by $150 million as a part of the transaction. Mister Car Wash remains highly reliant on sale lease backs, in addition to its internal cash generation, to cover its capital expenditures. The company's growth CAPEX program targets greenfield store base growth of about 10% per year. The SGL-2 considers the potential for a lag between cash inflows from sale lease backs and growth CAPEX, which can make the company more reliant on its revolving credit facility. Mister Car Wash faces no near-term maturities following the close of the transaction as the proposed $300 million revolving credit facility expires April 2029 and the proposed $901 million senior secured first lien term loan matures April 2031. The stable outlook reflects Moody's expectation for moderate growth in the business, including low single digit comparable store sales underpinned by healthy demand for the company's unlimited wash subscription service. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if debt/EBITDA is sustained below 5x and EBIT/interest is sustained above 2.25x while maintaining at least good liquidity and a financial policy that balances shareholder and creditor interests. Ratings could be downgraded if for any reason debt/EBITDA approached 6.5x or EBIT/interest fell below 1.5x or if liquidity were to weaken. Headquartered in Tucson, Arizona, Mister Car Wash Holdings, Inc. is the largest operator of car washes in North America, operating 476 car wash locations. The company generated over $927 million in revenue during 2023. Following the company's June 2021 IPO, its sponsor, Leonard Green & Partners, L.P. remains the majority owner. The principal methodology used in these ratings was Retail and Apparel published in November 2023. MIWD HOLDCO: Moody's Confirms B1 CFR & Cuts First Lien Loans to B1 ------------------------------------------------------------------ Moody's Ratings has confirmed MIWD Holdco II LLC's (dba MITER Brands) B1 corporate family rating, B1-PD probability of default rating and B3 senior unsecured notes rating. At the same time, Moody's downgraded the rating on the senior secured first lien term loan to B1 from Ba3 and assigned B1 ratings to the proposed $1.3 billion senior secured first lien term loan B and the proposed $500 million senior secured 1st lien notes. The outlook is negative. Previously, the ratings were on review for downgrade. This rating action concludes the review for downgrade initiated on January 19, 2024. The debt proceeds, cash from the balance sheet and a $979 million equity contribution from MITER's parent company will be used to fund the acquisition of PGT Innovations, Inc. (PGT, Ba3 CFR, review for downgrade). The parent company equity contribution will be funded with a combination of payment in kind (PIK) preferred equity and common equity proceeds from an affiliate of Koch Equity Development LLC, the principal investment and acquisition arm of Koch Industries, Inc. Moody's expects PGT's debt to be repaid after the acquisition closes. The confirmation of the B1 CFR reflects moderately high pro forma debt/EBITDA (leverage) of about 4.6x, including Moody's standard adjustments, offset by improved scale, geographic footprint, and product diversity within its core markets. The negative outlook reflects governance considerations, which includes Moody's view that the PGT acquisition is transformative and leveraging with added operational and integration risk. PGT will represent about half of the combined company's revenue. The B1 senior secured ratings reflect the preponderance of debt in the capital structure. The senior secured debt is subordinated to the $325 million asset-based lending (ABL) revolver with only modest support from the $500 million unsecured notes. The rating action also incorporates the correction of an error. In prior analysis, Moody's had mistakenly treated the company's preferred equity as debt. Moody's is now treating the preferred equity as equity as part of the analysis. RATIONALE MITER's B1 CFR is constrained by moderately high leverage and the company's aggressive and acquisitive financial strategies. The preferred equity, issued by MITER's parent company, is not an obligation of MITER and is structurally subordinated to MITER's debt obligations. Even though Moody's does not treat the preferred equity as debt, the rating agency still views the use of PIK preferred equity as aggressive given the potential for cash leakage from the reporting entity and leveraging event risk, should management decide to redeem this security. The rating is also constrained by volatility in margin and pricing inherent in the window and door manufacturing sector given the cyclicality of end markets and a highly competitive industry environment. Customer concentration is also a constraint on the rating with the top ten customers representing about one third of total revenue. The CFR is supported by the company's good market position in the vinyl and aluminum windows and patio doors market as well as the niche impact-resistant windows and doors market. The combined company will benefit from considerable scale with revenues of about $3.1 billion, an expanded geographic footprint and diversity of product price points and distribution channels. Almost 60% of the combined company's revenue will be derived from the repair and remodeling market, which is generally more stable than new construction. The rating is also supported by solid operating margins and Moody's expectation of good liquidity, which includes solid free cash flow generation and an undrawn $325 million ABL. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company exercises conservative financial strategies, smoothly executes the integration of the PGT business, and simplifies its capital structure. Quantitatively, Moody's could upgrade the ratings if the company maintains debt leverage comfortably below 3.5x and EBITA to interest coverage above 4.0x, maintains good liquidity, and generates strong operating margins on a sustainable basis as it continues to expand its size and scale. Favorable end market trends would also be an important consideration. The ratings could be downgraded if the company's financial policies grew more aggressive in terms of capital structure and shareholder friendly returns. Quantitatively, Moody's could downgrade the ratings if debt leverage was sustained above 4.5x and EBITA to interest coverage declined materially below 3.0x, if operating margins and free cash flow generation deteriorate, including due to a weakening in the company's end markets, or if acquisition integration difficulties were experienced. MIWD Holdco II LLC is a manufacturer of vinyl and aluminum windows and patio doors in the US, serving the residential end markets of new construction and repair and remodeling. PGT Innovations, Inc. is a leading manufacturer and supplier of impact-resistant windows and doors in the US. MIWD Holdco II LLC is privately held, indirectly family and management owned, with an indirect minority investor being an affiliate of Koch Equity Development LLC. Combined company revenue is about $3.1 billion for the last twelve month period ending September 30, 2023. The principal methodology used in these ratings was Manufacturing published in September 2021. MODM KOLAY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: MODM Kolay Manufacturing LLC 6075 E. Ann Road Las Vegas, NV 89115 Business Description: MODM is a flooring product manufacturer. Chapter 11 Petition Date: March 14, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-11987 Judge: Hon. Neil W Bason Debtor's Counsel: Marc C. Forsyte, Esq. GOE FORSYTHE & HODGES LLP 17701 Cowan Building D, Suite 210 Irvine, CA 92614 Tel: (949) 798-2460 E-mail: mforsythe@goeforlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Melinda Ortiz as authorized member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WCZQP6I/MODM_Kolay_Manufacturing_LLC__cacbke-24-11987__0001.0.pdf?mcid=tGE4TAMA MOHAWK DRIVE: Case Summary & 10 Unsecured Creditors --------------------------------------------------- Debtor: Mohawk Drive Corp. 25 Mohawk Drive Leominster, MA 01453 Business Description: Mohawk Drive owns the real property located at 25 Mohawk Drive, Leominster, MA having a current value of $6 million. Chapter 11 Petition Date: March 15, 2024 Court: United States Bankruptcy Court District of Massachusetts Case No.: 24-40250 Debtor's Counsel: Michael B. Feinman, Esq. FEINMAN LAW OFFICE The Cambridge Trust Bank Building 69 Park Street Andover, MA 01810 Tel: 978-475-0080 Fax: 978-475-0852 E-mail: mbf@feinmanlaw.com Total Assets: $6,522,513 Total Liabilities: $1,664,799 The petition was signed by Kevin Crowley as treasurer. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VHDVCAY/Mohawk_Drive_Corp__mabke-24-40250__0001.0.pdf?mcid=tGE4TAMA MORK'S AUTO: Wins Cash Collateral Access on Final Basis ------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington authorized Mork's Auto Revival, LLC to use cash collateral on a final basis, in accordance with the budget, with a 15% variance. As adequate protection for the Debtor's use of the cash collateral, the Court grants the U.S. Small Business Administration, On Deck Capital, VitalCap and The Fundworks with an interest in cash collateral replacement liens in the Debtor's post-assets in which Secured Creditors held valid and perfected liens prior to the petition date and all cash or other proceeds generated post-petition by such pre-petition collateral to the same extent, validity and priority as existed on the pre-petition collateral to the extent that any cash collateral of the Secured Creditors are actually used by the Debtor. The Debtor is authorized to make periodic cash payments in the amount of $600 per month to SBA as adequate protection. In accordance with the approved Budget, the Debtor will remit to the trust account of Neeleman Law Group, P.C. the sum of $1,000 per month beginning April 15, 2024 to be held for payment of administrative fees pending further order of the Court. The Debtor's authority to use cash collateral will terminate on the date when one or more of the following conditions has occurred or has been met: a. July 31, 2024; b. The Court enters an order converting this case under Chapter 7 of the Bankruptcy Code, or the Debtor has filed a motion or has not timely opposed a motion seeking such relief; c. The Court enters an order appointing or electing a trustee, examiner or any other similar entity with expanded powers; d. The Court enters an order dismissing this case, or the Debtor has filed a motion or has not timely opposed a motion seeking such relief; e. The Court enters any order that stays, modifies, or reverses the Final Order; or f. Confirmation of the Debtor's plan, whichever is sooner. A copy of the order is available at https://urlcurt.com/u?l=N9vmq9 from PacerMonitor.com. About Mork's Auto Revival Mork's Auto Revival LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-10402-CMA) on February 22, 2024. In the petition signed by Andrew Robert Mork, managing member, the Debtor disclosed up to $50,000 in assets and up to $500,000 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. MORVATT ENTERPRISES: Asset Sale Proceeds to Fund Plan ----------------------------------------------------- Morvatt Enterprises, LLC, filed with the U.S. Bankruptcy Court for the Westerns District of Kentucky a Disclosure Statement accompanying Plan of Liquidation dated March 11, 2024. On January 31, 2008, Morvatt was formed as a Florida limited liability company. On or about February 14, 2008, Morvatt purchased its real property from Tyson Chickens, Inc. The sole member of the Debtor is Charles H. Morris, Jr. He receives no salary from the Debtor. The Debtor has no employees. After Confirmation, Mr. Morris will continue to serve as the Debtor's manager. The Debtor's management has reviewed its accounts payable records and the Proofs of Claim which have been filed herein. In the instances where the Creditor has filed a Proof of Claim, the amount of the proof of claim has been considered. In those instances, where no Claim has been filed, the amount reflected in the Petition has been considered. Using that method of calculation, approximately $848,926.36 in Unsecured Claims have been asserted. The Company does not agree with some of these claims and they will be disputed pursuant to the procedure set forth in the Plan. The Debtor moved the Court to approve the sale of a house and lot, free and clear of liens, located at 377 Davis Road, Sebree, Kentucky 42455, for $10,000. The sale was necessitated by the Debtor's need to raise cash to pay U. S. Trustee fees and insurance premiums. Approval of the sale was granted on November 27, 2023. Herron was paid its commission of $700.00 out of the closing. During the case a mediation was conducted with Tyson arising out of the settlement agreement between the Debtor and Tyson and the lack of cooperation which the Debtor had experienced from Tyson since the settlement. The mediation has been successful in re opening communication between Tyson and Debtor's management, so that Tyson is now supportive of the Debtor's efforts to sell its properties. Class E will include all Allowed Unsecured Claims. Allowed Unsecured Claims will be paid after the payment of Administrative, Secured and Priority Claims for distribution to Unsecured Creditors. Distributions will be made by the Debtor to Allowed Unsecured Claimholders at the address shown in their Proofs of Claims, unless the attorney for the Debtor is notified, in writing, of a change of the Claimholder's address. Class F includes the Claim of the equity owner Charles Morris. No payment will be made to Morris, or on behalf of Morris, unless all of the Allowed Claimholders of the Debtor have been paid or consent to payment to Morris. The means of execution and the source of all distributions provided for in the Plan will come from the sale of Debtor's assets. Expertise in the business, a knowledge of vendors who service such operations, access to interested buyers and a working relationship with Tyson are required to sell these houses. The sale of a poultry operation is a multi-layer undertaking unlike any other real estate transaction. A single farm transaction includes many variables and many participants beyond the buyer and the seller. It is well known that the closing process can take as long as 3-5 months on a single transaction. A full-text copy of the Disclosure Statement dated March 11, 2024 is available at https://urlcurt.com/u?l=woFM8x from PacerMonitor.com at no charge. Counsel to the Debtor: Sandra D. Freeburger, Esq. Deitz Shields & Freeburger, LLP 101 First Street, 2nd Floor P.O. Box 21 Henderson, KY 42419-0021 Tel: (270) 830-0830 Fax: (270) 830-9115 Email: sfreeburger@dsf-atty.com About Morvatt Enterprises Morvatt Enterprises, LLC, a company in Henderson, Ky., filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 23-40488) on Aug. 22, 2023, with up to $50,000 in assets and $1 million to $10 million in liabilities. Charles H. Morris, Jr., owner and sole member, signed the petition. Judge Charles R. Merrill oversees the case. Sandra D. Freeburger, Esq., at Deitz Shields & Freeburger, LLP, is the Debtor's legal counsel. MVK FARMCO: Plan Exclusivity Period Extended to May 13 ------------------------------------------------------ Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended MVK FarmCo LLC and affiliates' exclusive periods to file their plan of reorganization, and solicit acceptances thereof to May 13 and July 9, 2024, respectively. As shared by Troubled Company Reporter, the Debtors have actively engaged with their stakeholders in an effort to build consensus surrounding the path forward in parallel to and following the conclusion of their sale process. The initial version of the filed Plan filed was supported by a substantial portion of the Debtors' prepetition lenders. The Debtors assert that they remain focused on fostering consensus that will obtain confirmation of a plan. The Debtors have worked hand-in-hand with the Committee regarding the terms of a settlement that it could support, ultimately culminating in the currently pending Settlement Motion. The Settlement Motion resolves issues with PSP and brings additional value into the Debtors' estates and an assured recovery to unsecured creditors. Co-Counsel for the Debtors: Ryan Blaine Bennett, Esq. Whitney C. Fogelberg, Esq. Kirkland & Ellis LLP Kirkland & Ellis International LLP 300 North LaSalle Street Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: ryan.bennett@kirkland.com whitney.fogelberg@kirkland.com - and - Joseph Barry, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-12 About MVK FarmCo MVK FarmCo, LLC and its affiliates -- https://prima.com/ -- are providers of stone fruit, operating an integrated network of farms, ranches and packaging facilities. Founded in 1999 and headquartered in Fresno, Calif., the Debtors cultivate approximately 18,000 acres of land nestled throughout the San Joaquin Valley. The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11721) on Oct. 13, 2023. John Boken, chief executive officer, signed the petitions. At the time of the filing, the Debtors reported consolidated assets of $500 million to $1 billion and consolidated liabilities of $1 billion to $10 billion. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as local counsel; Houlihan Lokey as investment banker; and Stretto, Inc., as claims and noticing agent. AP Services, LLC, provides interim management and restructuring support services to the Debtors. NEXTDECADE CORP: Grant Thornton Raises Going Concern Doubt ---------------------------------------------------------- NextDecade Corp. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that Grant Thornton LLP, the Company's auditor since 2018, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 11, 2024, Houston-based Grant Thornton LLP, said, "The Company has incurred operating losses since its inception and management expects operating losses and negative cash flows to continue for the foreseeable future. These conditions, along with other matters raise substantial doubt about the Company's ability to continue as a going concern." The Company has incurred operating losses since its inception and management expects operating losses and negative cash flows to continue until the commencement of operations at the Rio Grande LNG Facility, as a result, the Company will require additional capital to fund its operations and execute its business plan. The Company reported a consolidated net loss of $182.7 million, for the year ended December 31, 2023, compared to a net loss of $84.4 million for the same period in 2022. As of December 31, 2023, the Company had $38.2 million in cash and cash equivalents, which may not be sufficient to fund the Company's planned operations and development activities for future phases of the Rio Grande LNG Facility and CCS projects through one year after the date the consolidated financial statements are issued. Accordingly, there is substantial doubt about the Company's ability to continue as a going concern. The analysis used to determine the Company's ability to continue as a going concern does not include cash sources outside of the Company's direct control that management expects to be available within the next 12 months. As of December 31, 2023, the Company has $3.32 billion in total assets, $2.58 billion in total liabilities, and $740.43 in total equity. The Company plans to alleviate the going concern issue by obtaining sufficient funding through additional equity, equity-based or debt instruments, or any other means, and by managing certain operating and overhead costs. The Company's ability to raise additional capital in the equity and debt markets, should the Company choose to do so, is dependent on a number of factors, including, but not limited to, the market demand for the Company's equity or debt securities, which itself is subject to a number of business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are satisfactory to the Company. In the event the Company is unable to obtain sufficient additional funding, there can be no assurance that it will be able to continue as a going concern. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/3r3zxtjm About NextDecade NextDecade Corporation, a Delaware corporation, is a Houston-based energy company primarily engaged in construction and development activities related to the liquefaction of natural gas and sale of LNG, and the capture and storage of CO2 emissions. NGUOI DEP: Seeks Cash Collateral Access --------------------------------------- Nguoi Dep, LLC asks the U.S. Bankruptcy Court for the District of Maine for authority to use cash collateral and provide adequate protection to secured lender Bangor Savings Bank. The Debtor requires the use of cash collateral to fund operations and enable the Debtor to make payments in accordance with the projected budget. The Debtor's assets are limited to restaurant equipment, furniture, food and alcohol inventory and cash on hand. It does not own any vehicles or real estate. As of the date of filing, the Debtor estimates the value of its assets to be equal to the amount owed to BSB. Prior to the Petition Date on February 14, 2017, the Debtor entered into a business loan with BSB. The original amount of the loan was $150,000, and the current balance as of the Petition Date is approximately $37,200. The business loan with BSB is secured by validly perfected lien on all business assets of the Debtor and proceeds thereof, including cash collateral, as evidenced by a UCC-1 Filing dated February 17, 2017 and a continuation filed December 26, 2021. In accordance with section 506(b), the BSB claim is allowable and fully secured as of the Petition Date. Also prior to the Petition Date on or about April, 2020, the Debtor entered into a promissory note with US Small Business Association in the original amount of $150,000. The SBA filed a UCC-1 on or about June 3, 2020 in the Debtor's personal property. On December, 2021 and May, 2022 the Debtor entered into modifications with the SBA ultimately resulting in a told balance of $500,000 owed. The SBA loan is subordinate to BSB and as of the Petition Date its interest in cash collateral and/or personal property is valueless. Consequently, the SBA is not entitled to adequate protection payments. On October 31, 2022, the Debtor entered into a loan transaction with ODK Capital, LLC. The original amount of the loan was $92,000 and the current balance is approximately $38,653. A UCC-1 was filed on November 1, 2022 in the Debtor's personal property. The Ondeck loan is subordinate to BSB and as of the Petition Date its interest in cash collateral and/or personal property is valueless. Consequently, the Ondeck loan is not entitled to adequate protection payments. On March 27, 2023, the Debtor entered into a loan transaction with Bitty Advance 2, LLC. The original amount of the loan was $25,000 and the current balance is approximately $29,062. A UCC-1 was filed on December 26, 2023 in the Debtor's personal property. The Bitty loan is subordinate to BSB, filed within the 90 day preference period prior to the Petition Date, and as of the Petition Date its interest in cash collateral and/or personal property is valueless. Consequently, the Bitty loan is not entitled to adequate protection payments. As adequate protection, BSB will be granted replacement liens in all assets of the Debtor (other than avoidance actions) to the extent of any diminution of value of cash collateral occurring after the Petition Date, which will be automatically perfected without any additional perfection acts by BSB. The Debtor will pay BSB $350 per month, beginning April 15, 2024 and continuing on the 15th of each following month until otherwise ordered by the Court or agreed to by BSB and the Debtor. The Debtor does not propose making adequate protection payments to the SBA or on account of the Bitty Loan and the Ondeck Loan. A copy of the motion is available at https://urlcurt.com/u?l=6TGX8i from PacerMonitor.com. About Nguoi Dep, LLC Nguoi Dep, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Me. Case No. 24-20046) on March 13, 2024. In the petition signed by Vien Dobui, co-owner, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Tanya Sambatakos, Esq., at Molleur Law Firm, represents the Debtor as legal counsel. NORMAN J. RESNICOW: March 20 Deadline Set for Panel Question ------------------------------------------------------------ The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Norman J. Resnicow. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/5euhkave and return by email it to -- USTPRegion02.NYECF@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 12:00 p.m., on March 20, 2024. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. Norman J. Resnicow filed for bankruptcy (Bankr. S.D.N.Y. Case No. 24-10354) on March 5, 2024. The Debtor is represented by Tracy Klestadt, Esq. NORTH CAROLINA THEATRE: Hits Chapter 11 Bankruptcy Protection ------------------------------------------------------------- The North Carolina Theatre announced on February 24, 2024 that it has filed for Chapter 11 bankruptcy and is suspending the remainder of the 2024 season. The theatre is located within the Martin Marietta Performing Arts Center in downtown Raleigh. The NCT Board of Directors and staff said they made efforts to secure additional funding, including re-scaled production to bring down expenses. However, because of the impact of the pandemic, it was not enough. As a part of the reorganization plan, NCT is trying to secure substantial public funding to supplement its funding from ticket sales, sponsorships, and donations. During the reorganization, the day-to-day operations of the NCT Conservatory will continue. NCT has been Raleigh's largest professional theatre company for 40 years. About The North Carolina Theatre The North Carolina Theatre -- https://nctheatre.com/ -- is a professional theatre located in Raleigh, North Carolina. The North Carolina Theater sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-00596) on Feb. 23, 2024. In the petition filed by John A. Zaloom, chairman of the Board of Directors, the Debtor estimated assets between $100,000 and $500,000 and liabilities between $1 million and $10 million. The Debtor is represented by: Jason L. Hendren, Esq. Hendren Redwine & Malone, PLLC 3043 Barrow Drive Raleigh, NC 27616 Tel: (919) 420-7867 Fax: (919) 420-0475 Email: rredwine@hendrenmalone.com NUWELLIS INC: Baker Tilly US Raises Going Concern Doubt ------------------------------------------------------- Nuwellis, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that Baker Tilly US, LLP, the Company's auditor since 2017, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 11, 2024, Minneapolis, Minnesota-based Baker Tilly US, LLP, said, "The Company has recurring losses from operations, an accumulated deficit, expects to incur losses for the foreseeable future and needs additional working capital. These are the reasons that raise substantial doubt about its ability to continue as a going concern." During the years ended December 31, 2023 and 2022, the Company incurred losses from operations and net cash outflows from operating activities. For the year ended December 31, 2023, the Company reported a net loss of $20.2 million, compared to a net loss of $14.2 million for the year ended December 31, 2022. As of December 31, 2023, the Company had an accumulated deficit of $287.6 million, and it expects to incur losses in the immediate future. To date, the Company has been funded by equity financings, and although the Company believes that it will be able to successfully fund its operations, there can be no assurance that it will be able to do so or that it will ever operate profitably. These factors raise substantial doubt about the Company's ability to continue as a going concern through at least twelve months from the report date. The Company became a revenue-generating company after acquiring the Aquadex Business in August 2016. The Company expects to incur additional losses in the near-term as it grows the Aquadex Business, including investments in expanding its sales and marketing capabilities, purchasing inventory, manufacturing components, investing in clinical research and new product development, and complying with the requirements related to being a U.S. public company. To become and remain profitable, the Company must succeed in expanding the adoption and market acceptance of the Aquadex System. This will require the Company to succeed in training personnel at hospitals and effectively and efficiently manufacturing, marketing, and distributing the Aquadex System and related components. There can be no assurance that the Company will succeed in these activities, and it may never generate revenues sufficient to achieve profitability. As of December 31, 2023, the Company had $9.8 million in total assets, $6.6 million in total liabilities, $221,000 in mezzanine equity, and $2.9 million in total stockholders' equity. The Company believes that its existing capital resources will be sufficient to support its operating plan through May 31, 2024. However, the Company will seek to raise additional capital to support its growth or other strategic initiatives through debt, equity, or a combination thereof. There can be no assurance the Company will be successful in raising additional capital. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/bddcbbjr About Nuwellis Inc. Eden Prairie, MN-based Nuwellis, Inc. is a medical device company dedicated to transforming the lives of patients suffering from fluid overload through science, collaboration, and innovative technology. The company is focused on developing, manufacturing, and commercializing medical devices used in ultrafiltration therapy, including the Aquadex System. The Aquadex SmartFlow system is indicated for temporary (up to 8 hours) or extended (longer than 8 hours in patients who require hospitalization) use in adult and pediatric patients weighing 20kg or more whose fluid overload is unresponsive to medical management, including diuretics. NY COMMUNITY BANCORP: Fitch Affirms BB+ LongTerm IDR, Outlook Neg ----------------------------------------------------------------- Fitch Ratings has affirmed the Long- and Short-Term Issuer Default Ratings of New York Community Bancorp (NYCB) and its bank subsidiary, Flagstar Bank, N.A. at 'BB+'/'B'. The Rating Outlook remains Negative. Subject to finalization, the capital infusion announced on March 6, 2024 is a positive near-term development for creditors and could limit downside ratings momentum. However, in Fitch's view, longer-term rating stability or improvement would be predicated on NYCB's ability to improve structural profitability, given its commercial real estate (CRE) focused business model, and successful remediation of risk control weaknesses. On March 6, 2024, NYCB announced a $1.05 billion capital investment by Liberty Strategic Capital, Hudson Bay Capital, Reverence Capital Partners, Citadel Global Equities, and other investors, subject to regulatory approvals. In connection with the transaction, NYCB will add four new directors to its Board and Joseph Otting, former Comptroller of the Currency, will succeed Sandro Di Nello as Chief Executive Officer. Mr. Di Nello will be named as Non-Executive Chairman. KEY RATING DRIVERS Capital Infusion Bolsters Buffers: Today's rating action considers NYCB's announced capital raise of $1.05 billion, which materially increases its capacity to absorb credit losses or the potential inflation of risk weighted assets related to its CRE loan portfolio. On a pro forma basis, the added capital improves NYCB's common equity Tier 1 (CET1) ratio to over 10% from 9.1% as of YE2023, assuming no change in risk-weighted assets, and would represent a significant capacity to increase the allowance for loan losses. Similarly, the raise would represent an increase in cash or equivalents by approximately 10% against YE2023 levels, to roughly 11% of period-end assets. Long-Term Profitability Remains Unclear: The benefits of the capital infusion is balanced by continued uncertainty related to the company's long-term ability to generate and defend business volumes and earnings while appropriately controlling risks. This includes ongoing ambiguity related to the firm's strategic direction and business mix following management changes and to the announced re-composition of NYCB's Board of Directors. In addition, Fitch sees further risk to NYCB's franchise value absent the timely remediation of control weaknesses related to internal loan review, publication of audited financial statements, and the demonstration of robust governance process over the measurement of potential loan losses. Prior Rating Actions: Since Feb. 2, 2024, Fitch has downgraded NYCB's LT IDR by two notches and revised the Outlook to Negative from Stable. These actions reflected a significant increase in the bank's adjusted reserve coverage to 1.3% of loans, from 80 bps during the prior quarter and a material increase in wholesale funding reliance, which caused Fitch to reassess NYCB's profitability over the rating horizon. In addition, the downgrades reflected a decline in NYCB's CET1 ratio below Fitch's rating sensitivity of 9.5%. A disclosed material weakness in NYCB's internal loan review and delay in publication of its annual report further prompted Fitch to reassess NYCB's risk profile and adequacy of provisioning, particularly with respect to its concentrated exposure to CRE. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Factors that could, individually or collectively, lead to negative rating action/downgrade: - Failure or material delay in finalization of the announced capital transaction; - Further delay in publication of NYCB's 2023 Annual Report or 10-K or evidence of further material gaps in risk governance or internal controls; - Sustained deterioration of the loan portfolio which further raises questions on NYCB's business model; - Evidence of a deteriorating liquidity position; - An inability to sustain a CET1 ratio above 9.5%. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Factors that could, individually or collectively, lead to positive rating action/upgrade: - Stabilization of the rating would require a credible plan to recover the firm's operating profitability toward its 1.3% four-year average ratio of operating profit to RWA and reduce CRE concentration to a minority of held for investment loans without a demonstrated increase in risk appetite; - A sustained reduction of funding costs and wholesale funding reliance, including a decrease in the loan-to-deposit ratio to or below 100%. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS Deposit Ratings Flagstar Bank's long-term deposit rating of 'BBB-' is one notch higher than the bank's Long-Term IDR because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. The short-term deposit rating of 'F3' is mapped to the long-term deposit rating of 'BBB-' in accordance with Fitch's bank rating criteria. Subordinated Debt and Other Hybrid Securities Subordinated debt and other hybrid capital issued by NYCB are all notched down from its VR in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles, which vary considerably. NYCB's subordinated debt rating of 'BB' reflects one notch of loss severity. In accordance with Fitch's bank rating criteria, this reflects alternate notching to the base case of two notches due to Fitch's view of U.S. regulators' resolution alternatives for an entity like NYCB as well as early intervention options available to banking regulators under U.S. law. The preferred stock rating of 'B' includes two notches for loss severity given the securities' deep subordination in the capital structure, and two notches for non-performance given that the coupon of the securities is noncumulative and fully discretionary. Government Support Rating NYCB and Flagstar Bank have a Government Support Rating (GSR) of 'ns'. In Fitch's view, the probability of support is unlikely. The IDRs and VRs do not incorporate any support. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES Long- and Short-Term Deposit Ratings The long- and short-term deposit ratings are sensitive to any change to Flagstar Bank's Long-Term IDR. Subordinated Debt and Other Hybrid Securities NYCB's subordinated debt and preferred stock ratings are sensitive to any change to either the VR or its view of loss severity under a resolution scenario. Government Support Rating NYCB and Flagstar Bank's GSRs are rated 'ns', and there is limited likelihood that these ratings will change over the foreseeable future. VR ADJUSTMENTS VR ADJUSTMENTS The VR has been assigned below the implied VR due to the following adjustment reason: Weakest Link - Risk Profile The Asset Quality score has been assigned below the implied score due the following adjustment reasons: Concentrations (negative), Historical and Future Metrics (negative). The Earnings and Profitability score has been assigned below the implied score due to the following adjustment reason: Historical and Future Metrics (negative) The Funding and Liquidity score has been assigned below the implied score due to the following adjustment reason: Non-Deposit Funding (negative) 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 Prior ----------- ------ ----- Flagstar Bank, N.A. LT IDR BB+ Affirmed BB+ ST IDR B Affirmed B Viability bb+ Affirmed bb+ Government Support ns Affirmed ns long-term deposits LT BBB- Affirmed BBB- short-term deposits ST F3 Affirmed F3 New York Community Bancorp, Inc. LT IDR BB+ Affirmed BB+ ST IDR B Affirmed B Viability bb+ Affirmed bb+ Government Support ns Affirmed ns subordinated LT BB Affirmed BB preferred LT B Affirmed B NY COMMUNITY BANCORP: Moody's Raises Issuer Rating to B2 -------------------------------------------------------- Moody's Ratings has upgraded all long-term ratings and assessments of New York Community Bancorp, Inc. (NYCB, long-term issuer rating to B2 from B3), and its lead bank, Flagstar Bank, NA (Flagstar, long-term deposits to Ba2 from Ba3), including Flagstar's baseline credit assessment to b1 from b2. Moody's has also upgraded to B2 from B3 Flagstar Bancorp, Inc.'s subordinate debt rating which is assumed by NYCB and upgraded to B3 (hyb) from Caa1 (hyb) New York Community Capital Trust V's backed preferred stock rating. Moody's has affirmed at Not Prime Flagstar's short-term bank deposits and short-term counterparty risk ratings and its Not Prime(cr) short-term counterparty risk assessment. The outlook for NYCB's long-term issuer rating was changed to positive from rating under review, and the outlook on Flagstar's long-term bank deposits and long-term issuer rating were also changed to positive from rating under review. The rating outlook for New York Community Capital Trust V was changed to positive from rating under review. The rating action concludes the review for upgrade that was initiated on March 7, 2024. The rating action followed NYCB's March 12 announcement[1] that it had closed the $1.05 billion in capital commitments from several institutional investors and its 14 March filing[2] with the SEC of its 2023 annual report on Form 10-K. RATINGS RATIONALE Moody's said the one-notch upgrade of NYCB's long-term ratings was driven by the investors' capital injection and by its having received an unqualified audit opinion on its 2023 financial statements (even though NYCB did not maintain effective internal control over financial reporting as of December 31, 2023 due to the continued existence of several material weaknesses in such controls). Moody's said the capital injection and unqualified audit report on its financial statements have put the bank on a firmer footing following the various adverse developments that have affected it since its January 31 announcement of a significant quarterly loss. The capital raise will increase NYCB's common equity tier 1 (CET1) capital ratio to approximately 10.2% on a proforma basis, assuming full conversion of preferred equity to common equity. Moody's said the incremental capital will help the bank absorb credit losses on its commercial real estate portfolio and provide liquidity following a decline in deposits. At the same time, NYCB still faces a number of key decisions in its strategic development and in effectively addressing its fundamental challenges in governance, financial profile, risk management and internal controls. All these factors could take an extended period of time to fully resolve, posing substantial risks to creditors in the intervening period. The positive outlooks reflect Moody's view that upward rating pressure could develop should sustained good progress become evident in addressing these various factors. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS NYCB's ratings could be upgraded if the company were to maintain a Moody's tangible common equity (TCE) to risk-weighted asset ratio above 9.5% and demonstrate a path to achieving a consistent return on assets above 0.5% without incurring further outsized losses on its loan portfolio or lower deposits. The ratings could also be upgraded if NYCB were to significantly reduce its use of market funding, bolster its liquidity, further increase its capitalization, reduce its CRE concentration, or demonstrate a sustained improvement in governance, oversight, risk management and internal controls. NYCB's ratings could be downgraded if its capitalization sustainably falls below its current proforma level, its use of market funding expands in relation to deposit funding, or if liquidity or profitability weaken. The ratings could be also 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. Upgrades: LT Issuer Rating, Upgraded to B2 POS from B3 RUR Pref. Stock Non-cumulative (Local Currency), Upgraded to Caa1 (hyb) from Caa2 (hyb) Subordinate Regular Bond/Debenture (Local Currency), Upgraded to B2 from B3 Outlook Actions: Outlook, Changed To Positive From Rating Under Review Issuer: Flagstar Bancorp, Inc. Upgrades: Subordinate Regular Bond/Debenture (Local Currency), Upgraded to B2 from B3 (Assumed by New York Community Bancorp, Inc.) Issuer: Flagstar Bank, NA Upgrades: Adjusted Baseline Credit Assessment, Upgraded to b1 from b2 Baseline Credit Assessment, Upgraded to b1 from b2 LT Counterparty Risk Assessment, Upgraded to Ba3(cr) from B1(cr) LT Counterparty Risk Rating (Foreign Currency), Upgraded to B1 from B2 LT Counterparty Risk Rating (Local Currency), Upgraded to B1 from B2 LT Issuer Rating (Local Currency), Upgraded to B2 POS from B3 RUR LT Bank Deposits (Local Currency), Upgraded to Ba2 POS from 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 Outlook Actions: Outlook, Changed To Positive From Rating Under Review Issuer: New York Community Capital Trust V Upgrades: Backed Pref. Stock (Local Currency), Upgraded to B3 (hyb) from Caa1 (hyb) Outlook Actions: Outlook, Changed To Positive From Rating Under Review PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Banks Methodology published in March 2024. ORLANDO RESERVOIR: Seeks to Hire White Oak Advisors as Accountant ----------------------------------------------------------------- The Orlando Reservoir No. 2 Company, LLC filed an amended application seeking approval from the U.S. Bankruptcy Court for the District of Colorado to employ White Oak Advisors, LLC as its accountant. The firm will render these services: a. assist the Debtor with general finance and accounting needs; b. assist the Debtor with reviewing historical transactions and deconsolidating financial statements; c. assist the Debtor with preparing and filing various state and/or federal income tax returns; and d. assist in any ongoing company strategic initiatives, goals, and objectives or other tasks as requested. The firm will bill $275 per hour for the services rendered by Scott Caruthers, manager and sole member of White Oak Advisors. Mr. Caruthers assured the court that White Oak Advisors does not hold or represent any interest adverse to the Debtor and the bankruptcy estate, and is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14). The firm can be reached through: Scott A. Caruthers White Oak Advisors LLC 3483 White Oak Street Highlands Ranch, CO 80129 About The Orlando Reservoir The Orlando Reservoir No. 2 Company, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-13178) on July 19, 2023, with $1 million to $10 million in assets and liabilities. Joli Lofstedt, Esq., has been appointed as Subchapter V trustee. K. Jamie Buechler, Esq., at Buechler Law Office, LLC is the Debtor's counsel. PATCHELL HOLDINGS: S&P Upgrades ICR to 'B-', Outlook Stable ----------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on London, Ont.-based Patchell Holdings Inc. to 'B-' from 'CCC+'. At the same time, S&P raised its issue-level rating on the C$625 million term loan to 'B-'. S&P withdrew the rating on the C$75 million delayed draw facility as the company elected not to draw on the facility. The recovery rating on the C$625 million term loan remains '3', reflecting a meaningful (rounded estimate: 65%) recovery in an event of default. S&P has withdrawn its rating on the C$75 million delayed draw term loan since the facility was cancelled. The stable outlook reflects S&P's expectation the company will continue to grow its revenue and EBITDA such that it can comfortably cover its interest expense and generate modest positive free cash flows (after lease payments) through fiscal 2025 (ending June 2025). Patchell Holdings, Canada's largest fitness solutions provider's year-end 2023 (ending June) membership base grew 15% over the previous year and memberships continue to grow at a similar pace through the six-months ended December 2023. Strong brand recognition and willingness of consumers to return to in-person fitness clubs underpin the company's steady growth. PHI operates in Canada through its key operating subsidiary GoodLife Fitness Centres Inc., and offers services under three banners: GoodLife Fitness, which is a mid/upper-tier, full-service banner; and Fit4Less and Econofitness, which are, low-price banners. PHI has a strong defensible position as the largest fitness operator in Canada and has the highest market share among the top fitness providers and/or clubs in Canada. As of January 2024, the company's paying member count was 1.38 million reflecting significant growth compared to 2022 and marginally lower compared to 2019. S&P expects the membership levels will be sustained through fiscal 2024 (ending June 2024) and continue to grow in the low single-digit area in 2025. Supportive industry trends such as willingness of consumers to return to fitness clubs, relatively high barriers to entry for U.S. operators and robust population growth in Canada (the highest growth among the G7 nations) are key contributors to steady growth. Furthermore, PHI operates under different banners offering different price points thereby broadening value proposition to consumers based on their income and spending capacity. The company has increased membership pricing for its members through 2023, the positive impact of which is reflected in its average revenue per member (ARPM). A combination of ARPM improvement and membership gains has led to robust year-over-year revenue and EBITDA growth for the LTM ended December 2023 and we expect the company to exhibit low single-digit revenue growth through fiscal 2025. S&P said, "As a result of revenue growth and a stable but high fixed costs base, we expect EBITDA to continue to improve such that the company can comfortably cover its fixed charges of rent, debt interest, and maintenance capex. As a result, we forecast EBITDAR fixed-charge coverage to improve at 1.2x-1.3x from below 1x in 2022." S&P said, "We expect PHI's free cash flows to break even in 2024 and turn modestly positive in 2025. We forecast cash lease costs to be C$120-C$130 million. Including maintenance and growth capex, we expect the additional outlay to be around C$60 million-C$65 million for fiscal 2024. Considering the company's improved EBITDA and minimal working capital requirements, we forecast break-even free-cash flows in 2024 and modest positive free cash flows in 2025. That said, we characterize PHI's free cash flows to be lackluster when compared to other peers in the U.S. fitness industry, a factor which currently constraints rating upside, in our view. "We consider the high fixed costs nature of business, heavy reliance on membership gains, and high capital expenditure needs as key risk factors. Even though PHI's membership statistics have recovered substantially compared to 2022, they are still lower compared to 2019 levels. This is a result of strategic rationalization of club footprint. Nevertheless, S&P Global economists forecast modest GDP growth in Canada which will likely support membership growth. However consumer spending patterns play an important role in membership growth trends. Tightening consumer affordability could lead to higher membership churn. Furthermore, PHI's business has high fixed costs such as rent, occupancy costs, and labor. As a result, revenue declines could affect EBITDA disproportionately and could lead to larger volatility. Finally, PHI similar to peers in fitness sector, is capital intensive. High capex and continuous investments in facilities is necessary to maintain membership and drive growth. In our opinion, amid a high interest rate environment, risks remain that the company's free cash flows could deteriorate with small changes to EBITDA. "The stable outlook reflects our expectation the company will continue to grow its EBITDA such that it can comfortably cover its interest expense and generate modest positive free cash flows (unadjusted for leases) through fiscal 2025 (ending June 2025). The stable outlook also reflects our expectation that PHI will maintain an EBITDAR fixed charge coverage ratio of 1.2x-1.3x for the next 12 months. "We could lower our ratings on PHI if the company's operating performance deteriorates such that EBITDAR fixed charge coverage deteriorates below 1x and we view PHI's capital structure as unsustainable. Such a situation could occur if weakening consumer affordability leads to a slowdown in membership growth or to higher membership cancellations. This could lead to significant deterioration of the company's EBITDA and its ability to meet its mandatory fixed charges. "We could raise our ratings on PHI if it continues to steadily grow its revenue and EBITDA such that the company's EBITDAR fixed charge coverage ratio improves to about 1.5x and it generates positive free cash flows despite substantial growth capex. "Social factors are a negative consideration in our credit rating analysis of PHI. As with other fitness club operators, PHI-branded fitness clubs were impaired by the COVID-19 pandemic in terms of temporary gym closures, member losses, and memberships placed on hold, leading to significantly lower revenue and a cash burn from operations. In 2023, membership levels were marginally lower than 2019. We note that company's gyms and fitness clubs still resonate with its core members which is reflected in strong growth in its membership levels for 2023." PECF USS: $2BB Bank Debt Trades at 19% Discount ----------------------------------------------- Participations in a syndicated loan under which PECF USS Intermediate Holding III Corp is a borrower were trading in the secondary market around 81.2 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $2 billion facility is a Term loan that is scheduled to mature on December 15, 2028. About $1.96 billion of the loan is withdrawn and outstanding. PECF USS Intermediate Holding III Corporation is the issuing entity for a debt extended to United Site Services Inc., a provider of portable sanitation and related site services. PHASEBIO PHARMACEUTICALS: Inks Settlement Agreement With SFJ ------------------------------------------------------------ As previously reported, on October 23, 2022, PhaseBio Pharmaceuticals, Inc. filed a voluntary Chapter 11 petition in the U.S. Bankruptcy Court for the District of Delaware, thereby commencing a Chapter 11 case for the Company (Case No. 22-10995). On August 1, 2023, the Bankruptcy Court entered an order that, among other things, conditionally approved the Company's Combined Disclosure Statement and Chapter 11 Plan for solicitation purposes only and authorized the Company to solicit acceptances on the Combined Disclosure Statement & Plan. On September 8, 2023, SFJ Pharma X, Inc. (f/k/a SFJ Pharmaceuticals X, Ltd.) filed a motion seeking to have allowed as an administrative expense claim BioVectra Inc.'s alleged administrative claim in the amount of $15,428,944.03 that SFJ asserted was transferred to SFJ on March 31, 2023, and SFJ also filed an objection (the "Objection") to the Combined Disclosure Statement & Plan and caused BioVectra Inc. to cast a ballot rejecting the Combined Disclosure Statement and Plan. On September 12, 2023, the Company adjourned the hearing on confirmation of the Combined Disclosure Statement and Plan to a date to be determined. On March 6, 2024, the Company and SFJ executed and entered into a Plan Support and Settlement Agreement to resolve the Motion to Allow, the Objection, and related matters. Pursuant to the Settlement Agreement, among other things: (i) the Company stipulates to an allowed administrative expense claim in favor of SFJ in the amount of $2,500,000 (the "Administrative Claim"), subject to a credit of up to $250,000 for fees and expenses (the "Expense Credit") incurred by the Company in connection with any resolicitation of the Combined Disclosure Statement and Plan, as amended, and to stipulate to the allowance of certain additional general unsecured claims assigned to SFJ which, together with the BioVectra Inc. general unsecured claim, are in the aggregate amount of $27.8 million (the "Unsecured Claims"); (ii) the Company agrees to file an amended Combined Disclosure Statement and Plan incorporating the Settlement Agreement, including provisions for a required sale process of the rights to receive royalties for sales of bentracimab, which royalties SFJ previously provided the Company, with such required sale process to be completed by the liquidation trustee to be appointed under the Combined Disclosure Statement and Plan within six months of approval of a Biologics License Application for bentracimab, and further providing that if the Bentracimab royalty sells for less than the Administrative Claim amount (as may be reduced by the Expense Credit), then the Bentracimab royalty will be transferred to SFJ in full satisfaction of the Administrative Claim; and (iii) SFJ shall, within two business days of the entry of an order of the Bankruptcy Court approving a motion under Bankruptcy Rule 9019 seeking Bankruptcy Court approval of the Settlement Agreement, withdraw the Objection and Motion to Allow, and support confirmation of the Combined Disclosure Statement and Plan, as amended. Other than the Company's obligation to seek approval from the Bankruptcy Court of the Settlement Agreement, and SFJ's obligation to file with the Bankruptcy Court required notices of the Unsecured Claims, the parties' obligations under the Settlement Agreement are subject to the Bankruptcy Court's approval of the Settlement Agreement and the occurrence of the effective date of the Combined Disclosure Statement and Plan, as amended. A full-text of the Settlement Agreement is available at https://tinyurl.com/24knbdwz About Phasebio Pharmaceuticals PhaseBio Pharmaceuticals, Inc. -- https://www.phasebio.com/ -- is focused on the development and commercialization of novel therapies to treat orphan diseases, with an initial focus on cardiopulmonary indications. It is based in Malvern, Pa. PhaseBio Pharmaceuticals filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10995) on Oct. 24, 2022. In the petition filed by its chief executive officer, Jonathan Mow, the Debtor reported $17,970,000 in assets and $21,320,000 in debt as of Aug. 31, 2022. Judge Laurie Selber Silverstein oversees the case. The Debtor tapped Cooley LLP as lead bankruptcy counsel; Richards, Layton & Finger, PA as Delaware bankruptcy counsel; SierraConstellation Partners, LLC as financial advisor; KPMG, LLP as tax consultant; and Miller Buckfire & Co. as investment banker. Omni Agent Solutions is the claims, noticing and administrative agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtor's case on Nov. 3, 2022. McDermott Will & Emery, LLP and FTI Consulting, Inc. serve as the committee's legal counsel and financial advisor, respectively. POWER SOLUTIONS: BDO USA Raises Going Concern Doubt --------------------------------------------------- Power Solutions International, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that BDO USA P.C., the Company's auditor since 2018, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 14, 2024, Chicago, Illinois-based BDO USA P.C., said, "Significant uncertainties exist about the Company's ability to refinance, extend, or repay its outstanding indebtedness, maintain sufficient liquidity to fund its business activities and maintain compliance with the covenants and other requirements under the Company's debt arrangements. These factors raise substantial doubt about the Company's ability to continue as a going concern." As of December 31, 2023, the Company had $144.8 million of total borrowings outstanding under its debt arrangements with Standard Chartered Bank ("Standard Chartered") and Weichai. On March 24, 2023, the Company amended and restated its $130.0 million uncommitted senior secured revolving credit agreement with Standard Chartered, the Third Amended and Restated Uncommitted Revolving Credit Agreement (the "Credit Agreement")", which extends the maturity date of loans outstanding under its previous credit facility to the earlier of March 22, 2024 or the demand of Standard Chartered. The $130.0 million Credit Agreement is subject to customary events of default and covenants and is secured by substantially all of the Company's assets. In addition, Standard Chartered has the right to demand payment of any and all outstanding borrowings and other amounts outstanding at any point in time at its discretion. During 2023, the Company also amended four shareholder's loan agreements with Weichai, to among other things, extend the maturities thereof. The first amended Shareholder's Loan Agreement (the "first Amended Shareholder's Loan Agreement") continues to provide the Company with a $130.0 million subordinated loan under which Weichai is obligated to advance funds solely for purposes of repaying outstanding borrowings under the $130.0 million Credit Agreement if the Company is unable to pay such borrowings. The maturity of the first Amended Shareholder's Loan Agreement was extended to April 25, 2024. The second amended Shareholder's Loan Agreement (the "second Amended Shareholder's Loan Agreement") continues to provide the Company with a $25.0 million subordinated loan at the discretion of Weichai and matures on May 20, 2024. The third amended Shareholder's Loan Agreement (the "third Amended Shareholder's Loan Agreement") continues to provide the Company with access to up to $50.0 million of credit at the discretion of Weichai and matures on November 30, 2024. The fourth amended Shareholder's Loan Agreement (the "fourth Amended Shareholder's Loan Agreement") continues to provide the Company with access to up to $30.0 million of credit at the discretion of Weichai and matures on March 31, 2024. All of the amended shareholder loan agreements with Weichai are subject to customary events of default and covenants. The Company has covenanted to secure any amounts borrowed under either of the agreements upon payment in full of all amounts outstanding under the $130.0 million Credit Agreement. Without additional financing, the Company anticipates that it will not have sufficient cash and cash equivalents to repay amounts owed under its existing debt arrangements as they become due. In order to provide the Company with a more permanent source of liquidity, management plans to seek an extension and amendment and/or replacement of its existing debt agreements or seek additional liquidity from its current or other lenders before the maturity dates in 2024. There can be no assurance that the Company's management will be able to successfully complete an extension and amendment of its existing debt agreements or obtain new financing on acceptable terms, when required or if at all. These consolidated financial statements do not include any adjustments that might result from the outcome of the Company's efforts to address these issues. Furthermore, if the Company cannot raise capital on acceptable terms, it may not, among other things, be able to do the following: -- continue to expand the Company's research and product investments and sales and marketing organization; -- expand operations both organically and through acquisitions; and -- respond to competitive pressures or unanticipated working capital requirements. The Company's management has concluded that, due to uncertainties surrounding the Company's future ability to refinance, extend and amend, or repay its outstanding indebtedness under its existing debt arrangements, maintain sufficient liquidity to fund its business activities, and other requirements under the Credit Agreement and other outstanding debt, in the future, substantial doubt exists as to its ability to continue as a going concern within one year after the date that these financial statements are issued. The Company's plans to alleviate the substantial doubt about its ability to continue as a going concern may not be successful, and it may be forced to limit its business activities or be unable to continue as a going concern, which would have a material adverse effect on its results of operations and financial condition. As of December 31, 2023, the Company had $284.3 million in total assets, $288.2 million in total liabilities, and $3.91 million in total stockholders' deficit. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/4nurmaph About Power Solutions International Inc. Wood Dale, IL-based Power Solutions International, Inc., incorporated under the laws of the state of Delaware in 2011, designs, engineers, manufactures, markets and sells a broad range of advanced, emission-certified engines and power systems that are powered by a wide variety of clean, alternative fuels, including natural gas, propane, and biofuels, as well as gasoline and diesel options, within the power systems, industrial and transportation end markets. The Company manages the business as a single reportable segment. PRIEST ENTERPRISES: Case Summary & 10 Unsecured Creditors --------------------------------------------------------- Debtor: Priest Enterprises, LLC DBA Georgetown Lawn & Snow DBA Priest Lawn Care 1752 Dewent Unit #1 Jenison, MI 49428 Business Description: The Debtor offers property maintenance services, including lawn care, landscaping, and snow removal. Chapter 11 Petition Date: March 15, 2024 Court: United States Bankruptcy Court Western District of Michigan Case No.: 24-00677 Judge: Hon. John T Gregg Debtor's Counsel: Martin L. Rogalski, Esq. MARTIN L. ROGALSKI, P.C. 1881 Georgetown Center Drive Jenison, MI 49428 Tel: (616) 457-4410 Fax: (616) 457-6944 Email: court@mrogalski.com Total Assets: $400,395 Total Liabilities: $1,140,036 The petition was signed by Peter R. Priest III as president and managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/E246GXA/Priest_Enterprises_LLC__miwbke-24-00677__0001.0.pdf?mcid=tGE4TAMA PROOFPOINT INC: Moody's Upgrades CFR to B2, Outlook Stable ---------------------------------------------------------- Moody's Ratings upgraded Proofpoint, Inc.'s Corporate Family Rating to B2 from B3 and its Probability of Default Rating to B2-PD from B3-PD. Moody's also affirmed the B2 ratings on the company's upsized senior secured first lien debt facilities. Proofpoint is upsizing its first lien term loan to repay its second lien debt. As a result of the transaction, the first lien debt will comprise substantially all the funded debt in the capital structure resulting in the first lien debt having the same rating as the CFR. The outlook is stable. The CFR upgrade reflects Moody's anticipation for continued growth in revenue and EBITDA and improving credit metrics. Revenue grew 15% in 2023, continuing strong double digit growth trends and highlighting the strength of Proofpoint's email security and complimentary security products. Debt to EBITDA (before certain employee cash RSU and non-cash stock related compensation) is just over 7x as of December 2023 and likely to trend to under 6x over the next 12-18 months. While employee deferred RSU stock cash payments are material, the private equity owners effectively pre-funded the payments at closing of the buyout. These RSU obligations were created when the company was taken private in 2021. Free cash flow before cash RSU related payments was around 4% for the same period and should grow to over 6% over the next 12-18 months. RATINGS RATIONALE Proofpoint's B2 CFR reflects the company's high leverage offset by a strong growth profile and leading market position in the email security software industry and substantial amount of initial equity in the capital structure. According to industry analysts, Proofpoint is one of the leading providers of email security and related software solutions. The company has grown revenue at double digit rates annually over the past five years driven by the strength of its product offerings. Although there is moderate risk associated with ongoing cost savings plans, Moody's expects that Proofpoint will continue to grow annually at 10% or greater for the next several years driven by constantly evolving security threats and the efficacy of the company's products. Moody's anticipates that growth will be fueled by new email security customers and the selling of additional related products to existing customers. The expansion of solutions includes areas such as targeted attack protection, security awareness training, archiving, analytics and data loss prevention. Proofpoint has good market positions in these categories although most sales will only be to existing email security customers. Moody's also assumes that Proofpoint will continue to make acquisitions to supplement the company's technology portfolio. Liquidity is good driven by $366 million of cash and an undrawn revolver as of December 31, 2023. While free cash flow before RSU payments is expected to be solidly positive over the next year, it will likely be insufficient to cover RSU payments and drawdowns of cash will be required. The company has an obligation for substantial deferred RSU payments which are scheduled to be paid over the next three years. The large cash balance effectively pre-funds future obligations. The stable outlook reflects the likelihood of high single/low double-digit organic revenue growth, EBITDA margin expansion as temporary charges wind down, and leverage falling below 6x and free cash flow (before RSU payments) to debt exceeding 6% over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if performance significantly weakens; the company's market position deteriorates; debt to EBITDA (excluding cash and non-cash stock comp) is sustained above 7.5x; free cash flow (before RSU payments) to debt is sustained below 4% or the company does not maintain cash balances sufficient to cover remaining RSU cash payments. The ratings could be upgraded if revenue and EBITDA growth continue at solid levels; debt to EBITDA (excluding cash and non-cash stock comp) is sustained below 5.5x; free cash flow (before RSU payments) to debt is sustained above 10%; the company maintains cash balances sufficient to cover remaining RSU payments. Proofpoint is a leading provider of email and related security software. The company was acquired by private equity firm Thoma Bravo in July 2021. Proofpoint had revenues of $1.7 billion in 2023. The principal methodology used in these ratings was Software published in June 2022. PROTERRA INC: Board Confirms Fifth Amended Chapter 11 Plan ---------------------------------------------------------- As previously reported, on August 7, 2023, Proterra Inc, and its subsidiary Proterra Operating Company, Inc. filed voluntary petitions under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. The Chapter 11 Cases were currently jointly administered under the caption In re Proterra Inc, Case No. 23-11120 (BLS). On March 1, 2024, the Debtors filed the Fifth Amended Joint Chapter 11 Plan of Reorganization for Proterra Inc and its Debtor Affiliate. The Plan has been updated to reflect, among other terms, changes with respect to the rights and responsibilities of the trustee that will manage the distribution trust contemplated in the Plan, as well as changes regarding the treatment of late-filed claims, each as fully described in the Plan. The Plan continues to provide that the Company's existing equity interests will be canceled, without any distribution or compensation provided to current equity holders. On March 6, 2024, the Bankruptcy Court entered an order confirming the Plan. The Plan incorporates by reference certain documents filed with the Bankruptcy Court as part of the Plan Supplement as the same has been amended from time to time prior to confirmation of the Plan and may be further amended prior to the effective date of the Plan or as otherwise set forth in the Plan or Confirmation Order. As previously disclosed, the Debtors, the Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases and Anthelion Prodigy Co-Investment LP, Anthelion I Prodigy Holdco LP, and Anthelion PRTA Co-Investment LP (collectively, the "Plan Sponsor Parties") are party to that certain Second Amended and Restated Chapter 11 Plan Support Agreement. The PSA provides that if the Effective Date has not occurred by March 14, 2024, the Plan Sponsor Parties may, in the absence of an extension or waiver of such requirement in accordance with the terms of the PSA, terminate their obligations thereunder. The Company can make no assurances as to when, or ultimately if, the Plan will become effective. It is also possible that technical amendments or supplements could be made to the Plan prior to the Effective Date. Pursuant to the Plan, there will be a restructuring that provides for, among other things, the treatment for classes of claims and interests as follows: -- Other Secured Claims. Each holder of an Allowed Other Secured Claim will receive one of the following alternative treatments: (i) payment in full in cash; (ii) reinstatement of its Allowed Other Secured Claim; (iii) return of the collateral securing such Allowed Other Secured Claim; or (iv) such other treatment so as to render such Holder's Allowed Other Secured Claim unimpaired pursuant to section 1124 of the Bankruptcy Code. -- Other Priority Claims. Each holder of an Allowed Other Priority Claim will receive, at the option of the Debtors, and in consultation with the Committee (i) payment in full in cash, or (ii) otherwise receive treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code, payable on the later of (a) the Effective Date and (b) the first Distribution Date that is at least (30) days (or such fewer days as may be agreed by the Distribution Trustee in its sole discretion) after the date such Other Priority Claim is Allowed or, in each case, as soon as reasonably practicable thereafter and, if such payment is not made on the Effective Date, from the Distribution Trust. -- First Lien Claims. Each holder of an Allowed First Lien Claim shall receive cash in an amount equal to such Allowed First Lien Claim. -- Second Lien Convertible Notes Claims. Each holder of an Allowed Second Lien Convertible Notes Claim shall receive, on account of its claims (after giving effect to certain claim reductions described in the Plan) if a Reorganization occurs, (i) its Pro Rata allocation of all of the equity of Reorganized Proterra ("New Common Stock") and (ii) cash in an amount equal to its Allowed Second Lien Convertible Notes Claims after giving effect to certain reductions on account of cure costs, working capital retained by Reorganized Proterra, and costs incurred in connection with establishing Reorganized Proterra as a standalone operating entity, each as set forth in more detail in the Plan. Alternatively, each holder of a Second Lien Convertible Notes Claim shall receive, if a Plan Support Agreement Termination Distribution occurs, payment of its Allowed Second Lien Convertible Notes Claims in full in Cash, with the amount of such Allowed Second Lien Convertible Notes Claims determined pursuant to the procedures set forth in the Plan. -- General Unsecured Claims. Each holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of the Second Priority Distribution Trust Beneficiaries' interests in the Distribution Trust. -- Intercompany Claims. Each holder of an Allowed Intercompany Claim shall have its Claim Reinstated or cancelled, released, and extinguished and without any distribution at the election of the Debtors with the prior written consent of the Second Lien Agent and the Committee (not to be unreasonably withheld or delayed). -- Interests in OpCo. Each holder of an Interest in OpCo shall have such Interest in OpCo Reinstated. -- Interests in the Company. Each holder of an Interest in the Company, including the Company's common stock prior to emergence, will receive no recovery or distribution on account of such Interests. Upon emergence, all such pre-emergence Interests in the Company, including the Company's common stock will be cancelled, released, extinguished and discharged, and will be of no further force or effect. As of March 7, 2024, the Company had 228,167,279 issued and outstanding shares of common stock. Pursuant to the Plan, the Company will, as of the Effective Date: (a) cancel all outstanding shares of the Company's common stock, and (b) issue approximately 1,000,000 shares of the New Common Stock pro rata to holders of the Second Lien Convertible Notes Claims in partial exchange for the cancellation of the Second Lien Convertible Notes. There are no shares reserved for future issuance in respect of claims and interests filed under the Plan. As of the Effective Date, the Company expects to have an aggregate of approximately 1,000,000 shares of New Common Stock issued and outstanding. The New Common Stock is not expected to be listed on any national securities exchange. On the Effective Date, the Company intends to file a Form 15 with the SEC deregistering the Company's common stock pursuant to Rule 12g-4(a)(1) under the Exchange Act. Upon filing the Form 15, the Company's obligations to file certain reports and forms with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. The Company intends to immediately cease filing any further periodic or current reports under the Exchange Act upon filing the Form 15. A full-text copy of the Confirmation Order is available at https://tinyurl.com/5xhdk2s3 About Proterra Inc. Proterra Inc.'s business involves designing, manufacturing and selling electric transit buses and components, batteries, and electric drive trains; and providing and selling related products and services. Proterra Inc. and its affiliate, Proterra Operating Company, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120) on August 7, 2023. At the time of the filing, the Debtors reported $500 million to $1 billion in both assets and liabilities. Judge Brendan Linehan Shannon oversees the cases. Young Conaway Stargatt & Taylor, LLP and Paul Weiss Rifkind Wharton & Garrison, LLP represent the Debtors as legal counsels. The Debtors also tapped FTI Consulting, Inc. as financial advisor; Moelis & Company, LLC as investment banker; and Kurtzman Carson Consultants, LLC as claims, noticing and administrative agent. Andrew Vara, Acting U.S. Trustee for Regions 3 and 9, appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by the law firms of Morris James, LLP and Lowenstein Sandler, LLP. PUROX BRANDS: Hires Susan D. Lasky PA as Counsel ------------------------------------------------ Purox Brands Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Susan D. Lasky PA as counsel. The firm will provide these services: a. advise the Debtors regarding their powers and duties and the continued management of their financial affairs; b. advise the Debtors with respect to their responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and with the rules of the court; c. prepare legal papers; d. protect the interest of the Debtors in all matters pending before the court; and e. represent the Debtors in negotiation with their creditors in the preparation of a Chapter 11 plan. Susan D. Lasky will be paid at these rates: Attorneys $400 per hour Paralegals $200 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. As disclosed in court filings, Susan D. Lasky is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Susan D. Lasky, Esq. Susan D. Lasky PA 320 S.E. 18th St Ft. Lauderdale, FL 33316 Telephone: (954) 400-7474 Facsimile: (954) 206-0628 Email: Sue@SueLasky.com About Purox Brands Corp. Purox Brands Corp. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11396) on February 14, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. Susan D. Lasky, Esq., represents the Debtor as legal counsel. QUEST SOFTWARE: $765MM Bank Debt Trades at 55% Discount ------------------------------------------------------- Participations in a syndicated loan under which Quest Software Inc is a borrower were trading in the secondary market around 44.8 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $765 million facility is a Term loan that is scheduled to mature on February 1, 2030. The amount is fully drawn and outstanding. Quest Software provides software solutions. The Company offers enterprise software that identities, users and data, streamlines IT operations, and hardens cyber security from the inside out. Quest Software serves customers in the United States. QUICKWAY ESTATES: Hires Davidoff Hutcher & Citron LLP as Counsel ---------------------------------------------------------------- Quickway Estates LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Davidoff Hutcher & Citron LLP as legal counsel. The firm will provide these services: a. give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession and the continued management of its property and affairs; b. negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with the creditors and other parties in interest; c. prepare the necessary answers, orders, reports and other legal papers required for a debtor who seeks protection from its creditors under Chapter 11 of the Bankruptcy Code; d. appear before the Bankruptcy Court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the Court; e. attend meetings and negotiate with representatives of creditors and other parties in interest; f. advise the Debtor in connection with any potential refinancing of secured debt and any potential sale of the business; g. represent the Debtor in connection with obtaining post-petition financing; h. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and i. perform all other legal services for the Debtor which may be necessary for the preservation of the Debtor's estate and to promote the best interests of the Debtor, its creditors and the estates. The firm will be paid at these rates: Attorneys $475 to $850 per hour Paraprofessionals $195 to $260 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jonathan S. Pasternak, Esq., a partner at Davidoff Hutcher & Citron LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jonathan S. Pasternak, Esq. Davidoff Hutcher & Citron LLP 120 Bloomingdale Road, Suite 100 White Plains, NY 10605 Tel: (914) 381-7400 Email: jsp@dhclegal.com About Quickway Estates LLC The Debtor is engaged in activities related to real estate. The Debtor owns land and building located at 5 Quickway Road, Monroe, NY 10950 valued at $3 million. Quickway Estates LLC in Monsey, NY, filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 24-22114) on February 13, 2024, listing $3,000,000 in assets and $2,575,965 in liabilities. Mitchell Steiman as chief restructuring officer, signed the petition. Judge Sean H. Lane oversees the case. Davidoff Hutcher & Citron LLP serve as the Debtor's legal counsel. RANIER VIEW: Case Summary & One Unsecured Creditor -------------------------------------------------- Debtor: Ranier View Court III, LLC P.O. Box 44668 Tacoma, WA 98446 Business Description: The Debtor owns three properties located in the state of Washington having a total current value of $14.05 million. Chapter 11 Petition Date: March 14, 2024 Court: United States Bankruptcy Court Western District of Washington Case No.: 24-40549 Judge: Hon. Brian D Lynch Debtor's Counsel: Thomas A Buford, Esq. BUSH KORNFELD LLP 601 Union St., Suite 5000 Seattle, WA 98101-2373 Tel: (206) 292-2110 Fax: (206) 292-2104 Email: tbuford@bskd.com Total Assets: $14,114,687 Total Liabilities: $9,550,128 The petition was signed by Vance Ostrander as managing member. The Debtor listed Larson & Associates located at 9027 Pacific Avenue #4 Tacoma, WA 98444 as its sole unsecured creditor holding a claim of $17,327. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KNDZIZY/Ranier_View_Court_III_LLC__wawbke-24-40549__0001.0.pdf?mcid=tGE4TAMA RAPTOR AUTO: Case Summary & 17 Unsecured Creditors -------------------------------------------------- Debtor: Raptor Auto Transport Inc. 2981 Hylan Blvd Staten Island, NY 10306 Chapter 11 Petition Date: March 14, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-41140 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 Email: alla@kachanlaw.com Total Assets: $1,209 Total Liabilities: $2,102,073 The petition was signed by Zafar Israilov as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GQF4G4Q/Raptor_Auto_Transport_Inc__nyebke-24-41140__0001.0.pdf?mcid=tGE4TAMA RED EFT: Seeks Approval to Hire Collar City Auctions as Appraiser ----------------------------------------------------------------- RED EFT LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Collar City Auctions as its appraiser. The firm will provide an appraisal of two pieces of Debtor's equipment: a 2022 Ford F550 Truck and a 2022 Sun Country 53-foot Drop Deck Trailer. Collar City has offered to conduct said appraisal for a flat fee of $400. Collar City Auctions is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Randy Passsonno Collar City Auctions 9423 Western Turnpike Delanson, NY 12053 Phone: (518) 895-8150 About RED EFT LLC RED EFT LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. N.Y. Case No. 24-10037-1) on January 15, 2024. In the petition signed by Joshua I Mills, managing member, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Robert E. Littlefield Jr. oversees the case. Michael Boyle, Esq., at Boyle Legal LLC, represents the Debtor as legal counsel. RESIDENTS FIRST: Unsecureds to Get Share of Income for 3 Years -------------------------------------------------------------- Residents First, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a Subchapter V Plan of Reorganization dated March 7, 2024. The Debtor third-party manages six separate manufactured housing communities. Debtor handles all leasing, rent collection, maintenance, landscaping, utilities, customer relations, and all other aspects relating to maintenance and management of the communities. The communities are each related companies owned by Founding Partners, LLC, and minority owned indirectly by Debtor's principal, Ara Darakjian along with various relatives of Mr. Darakjian and certain related trusts. The Debtor's business operated at a loss throughout 2023 largely, but not solely, due to costs and expenses associated with litigation with Champion Home Builders, Inc. ("CHB"). On October 3, 2023, CHB obtained a judgment against Debtor in the amount of $478,864.90, an amount which Debtor is not able to pay. Anticipated efforts by CHB to garnish or otherwise execute on the judgment would likely have left Debtor without resources necessary to continue operations. To avoid a cessation of operations and resulting liquidation, Debtor commenced this Chapter 11 proceeding to provide Debtor with an opportunity to reorganize for the benefit of all creditors. Through this proposed Plan, Debtor intends to reorganize and continue operating its business, and to make pro rata distributions to General Unsecured Creditors equal to Debtor's projected disposable income during the three-year Plan Term. The Debtor has negotiated an agreement with Founding Partners for support of Debtor's reorganization efforts. Under this agreement, if the Plan is confirmed, Debtor will assume its Property Management Agreement with Founding Partners with revisions through which Founding Partners will ensure that Debtor has sufficient funds to (i) operate, (ii) pay all Debtor's secured obligations as provided for under this Plan, (iii) pay lease obligations as they come due in the ordinary course of Debtor's business, (iv) pay all professional fees and Administrative Claims incurred by the Debtor's estate and Allowed in this Chapter 11 Case (i.e., the fees of Debtor's counsel and any other professionals retained by Debtor and the fees of the Subchapter V Trustee), (v) pay all Allowed Priority Claims, and (vi) distribute a minimum distribution on behalf of General Unsecured Creditors of no less than $15,000 per year during the Plan Term, for total distributions to General Unsecured Creditors of $45,000 (the "Support Agreement"). Class II consists of all Allowed General Unsecured Claims. Allowed Claims resulting from the rejection of any contracts or unexpired leases shall be included as Class II General Unsecured Claims. The deadline for the filing of claims has not passed and, accordingly, the final claim amount may differ substantially from Debtor's estimate. Holders of Allowed Class II Claims shall receive a Pro Rata share of the Projected Disposable Income based on all Class II Allowed Unsecured Claims. Starting six months after the Effective Date and annually thereafter for a three-year distribution period (with three distributions), the Reorganized Debtor shall distribute all of its Projected Disposable Income to Class II Creditors (each an "Annual Distribution"). The Annual Distributions shall continue until the earlier of (i) payment of all Class I Claims in full or (ii) three years have passed since the initial distribution, for a maximum of three Annual Distributions. All Annual Distributions shall be distributed to Holders of Allowed Unsecured Claims on a Pro Rata basis. The Debtor's Projected Disposable Income is set forth in Exhibit A equating to three Annual Distributions of $15,000 each, for total distributions to Class II Creditors in the total amount of $45,000. Notwithstanding, if Founding Partners terminates the Property Management Agreement for cause, the Debtor will commence liquidation. Upon liquidation, Debtor anticipates there will be no distributions to General Unsecured Creditors. In the event that the liquidation of assets is sufficient to pay all Secured Claims, Administrative Claims and Priority Claims, Debtor shall distribute all remaining proceeds, pro rata, to General Unsecured Creditors until all Class II Claims have been satisfied in full. This Class is Impaired. The Holders of Allowed Interests of this Class will retain their Interests in the Reorganized Debtor in the same percentages as held in Debtor. Upon the Effective Date, Debtor will become the Reorganized Debtor. The Reorganized Debtor shall continue operating Debtor's business, shall collect all revenues and income, and shall distribute such revenues and income as provided under the terms of this Plan. During the Payment Period, the Reorganized Debtor shall retain Mr. Darakjian as its Manager. The Reorganized Debtor may retain or hire other employees at commercially reasonable rates of compensation. A full-text copy of the Subchapter V Plan dated March 7, 2024 is available at https://urlcurt.com/u?l=kMpBDK from PacerMonitor.com at no charge. Attorneys for the Debtor: Ryan D. Heilman, Esq. HEILMAN LAW PLLC 40900 Woodward Ave., Suite 111 Bloomfield, MI 48304 Tel: (248) 835-4745 Email: ryan@heilmanlaw.com About Residents First, LLC Residents First, LLC manages six separate manufactured mobile housing communities. It handles all leasing, rent collection, maintenance, landscaping, utilities, customer relations, and all other aspects relating to maintenance and management of the communities. Residents First filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-49817) on Nov. 8, 2023, with up to $100,000 in assets and up to $1 million in liabilities. Ara J. Darakjian, managing member, signed the petition. Judge Mark A. Randon oversees the case. Ryan D. Heilman, Esq., at Heilman Law, PLLC, represents the Debtor as bankruptcy counsel. RESOURCE FOR EDUCATION: Hires Brett Bradbury CPA PC as Auditor -------------------------------------------------------------- Resource For Education, Advocacy, Communication and Housing seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Brett Bradbury CPA PC as auditor. The firm will provide these services: a. provide advice regarding GAAP compliance; b. provide advice regarding non-profit corporate compliance relating to audits, adherence to administrative standards established by the Regional Centers, state agencies, and applicable governing bodies; c. prepare Debtor's form 990s; and d. provide advice and assistance regarding Debtor's on ongoing operations and related issues. The firm will be paid at the rate of $200 per hour. It will be paid a retainer in the amount of $20,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Brett A. Bradbury, CPA, a partner at Brett Bradbury CPA PC, 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: Brett A. Bradbury Brett Bradbury CPA PC 3780 Kilrov Airport Way Suite 200 Long Beach, CA 90806 Tel: (562) 517-1899 About Resource For Education, Advocacy, Communication and Housing Resource for Education, Advocacy, Communication and Housing sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 8:23-bk-12429-SC) on November 17, 2023. In the petition signed by Adriana Garcia, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Scott C. Clarkson oversees the case. Matthew W. Grimshaw, Esq., at Marshack Hays Wood LLP, represents the Debtor as legal counsel. RIVERSIDE MILK: Seeks to Hire Livestock Exchange as Broker ---------------------------------------------------------- Riverside Milk, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Livestock Exchange LLC as its cattle broker. The cattle broker would facilitate a quick sale of the entire milk producing herd, but the nature of a cattle broker's business is that the broker intends to turnaround and resell those cows for a profit. Because the herd consists of cattle with two different values, the Debtor seeks authority to sell the cattle in two different ways: a. First, Riverside seeks authority to sell the milk producing cattle via private sale subject to a floor price of $1300/head; and b. Second, Riverside seeks authority to sell the non-producing cattle through the Livestock Exchange, LLC -- a marketplace in Brush, Colorado that specializes in the sale of livestock. The Livestock Exchange charges a price of $35/head for any cattle sold via its marketplace. Robin Varelman, owner of the Livestock Exchange, assured the court that the firm is a disinterested party who does not hold or represent an interest adverse to the estate. The firm can be reached through: Robin Varelman Livestock Exchange LLC P.O. Box 506 28601 Highway 34 Brush, CO 80723 Tel: (970) 842-5115 About Chapin Dairy, LLC Chapin Dairy, LLC owns five properties in Weldona, Colo. valued at $5.96 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-13262) on July 24, 2023. In the petition signed by A. Foy Chapin, manager, the Debtor disclosed $11,249,082 in assets and $19,303,237 in liabilities. Judge Thomas B. Mcnamara oversees the case. Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor, P.C., represents the Debtor as legal counsel. RNB MERCHANDISE: Unsecureds Will Get 2% of Claims in Plan --------------------------------------------------------- RNB Merchandise, LLC, filed with the U.S. Bankruptcy Court for the District of South Carolina a Disclosure Statement describing Chapter 11 Plan dated March 11, 2024. RNB Merchandise, LLC d/b/a A & H Supply, is a South Carolina limited liability company. Brandon Ruder formed the Debtor on or about July 6, 2017, as a North Carolina limited liability company, as the sole member and manager. As a result of inflation, increases in lending costs, and decrease in sales, the Debtor was not able to continue to pay its debts in a timely fashion and filed for protection under Chapter 11 of the U.S. Bankruptcy Code on August 3, 2023. At the present time, based upon monthly operating reports from August 2023 through January 2024, the Debtor has an average of about $758,888.50 in monthly sales and averages about $756,930.17 in monthly operating expenses (including payments on prepetition debts, bankruptcy attorney fees and trustee fees), which is generating a gross revenue of approximately $1,958.33 for payment towards current unpaid prepetition debts. Although the Debtor is currently operating at a modest monthly profit, with removal of the payment for quarterly trustee fees and legal fees associated with being in bankruptcy in connection with increase in sales of profitable items, the Debtor will be able to pay the unsecured general creditors who hold a liquidated, non contingent claim 2% of their allowed claim amount less accrued interest and penalties, as set forth in the Plan of Reorganization. Brandon Ruder is the sole Member of the Debtor. Under the Plan of Reorganization, there is no distribution provided to the equity holders of the Debtor. The equity holders of the Debtor will receive no monies; however, the ownership of the Debtor will be retained by Brandon Ruder. Class 6 consists of Claims of General Unsecured Creditors. All Claims of general Unsecured Creditors shall be impaired under the Plan since the Plan of Reorganization provides for payment of less than 100% of the allowed claims of Class 6 Unsecured Creditors. Such Class 6 Claims shall be paid 2% of their allowed Claims without interest on the first day of the month which is 55 months from the Effective Date as set forth in this Plan of Reorganization; provided that the Class 6 Unsecured Creditor resumes business in accordance with the same terms conditions that were in effect prior to filing bankruptcy. Class 6 is deemed to be impaired. The allowed unsecured claims total $62,224.00. Class 7 consists of Equity Ownership. Debtor is a South Carolina limited liability company that is solely owned by Brandon Ruder. Under this plan there is no distribution provided for the equity holders of the Debtor. This class will receive no monies; however, the ownership, by members of this Class shall be retained. This Class shall be deemed to be not impaired. A full-text copy of the Disclosure Statement dated March 11, 2024 is available at https://urlcurt.com/u?l=ts0oUp from PacerMonitor.com at no charge. Attorneys for the Debtor: Robert A. Pohl, Esq. POHL, PA P.O. Box 27290 Greenville, SC 29616 Tel: (864) 233-6294 Fax: (864) 558-5291 Email: Robert@POHLPA.com About RNB Merchandise RNB Merchandise, LLC, an internet marketing service provider in South Carolina, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 23-02298) on August 3, 2023. In the petition signed by Brandon Ruder, sole member, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. The Debtor tapped Robert Pohl, Esq., at Pohl, PA as legal counsel and Matt Green as accountant. RPM RESOURCES: Seeks to Hire Miller & Miller as Accountant ---------------------------------------------------------- RPM Resources, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Miller & Miller A.C. as its accountant. The firm will render these services: a. review all financial statements; b. prepare and assist in the preparation and filing of the Debtor's monthly operating reports; c. assist the Debtor's counsel in preparation of financial projections to be used in connection with a Disclosure Statement and Plan; d. prepare weekly payroll and prepare quarterly payroll tax returns and pay weekly payroll taxes; and e. prepare all tax returns. The firm will receive a fee of $150 per hour for preparation of projections, disclosure plan assistance with tax returns and necessary accounting for preparation of the Debtor's confirmation, dismissal or conservation of bankruptcy case. Miller & Miller 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, according to court filings. The firm can be reached through: Garlan E. Miller, CPA Miller & Miller, A.C. Room 306 Fnb Building, 216 Market Street Spencer, WV 25276 Tel: (304) 927-1346 About RPM Resources, LLC RPM Resources, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.V. Case 24-20015) on Feb. 2, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Melissa C. Nichols as member. Judge B. Mckay Mignault presides over the case. Joseph W. Caldwell, Esq. at CALDWELL & RIFFEE represents the Debtor as counsel. RR3 RESOURCES: Hires Shraiberg Page P.A. as Counsel --------------------------------------------------- RR3 Resources, LLC and its affiliate seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Shraiberg Page P.A. as its general bankruptcy counsel. The firm will render these services: a. advise the Reorganized Debtors generally regarding matters of bankruptcy law in connection with this case; b. advise the Reorganized Debtors of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules, including local rules, pertaining to the administration of the case and U.S. Trustee Guidelines related to administration of the estate; c. represent the Reorganized Debtors in all proceedings before this Court; d. prepare and review motions, pleadings, orders, applications, and other legal documents arising in this case; and e. perform all other legal services for the Reorganized Debtors, which may be necessary herein. The firm will be paid as follows: Attorneys $350 to $625 per hour Legal Assistants $275 per hour In addition, the firm will seek reimbursement for expenses incurred. The Debtor provided the firm with a fee retainer of $10,000. Bradley Shraiberg, Esq., an attorney at Shraiberg Page, 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: John E. Page, Esq. Eric Pendergraft, Esq. Bradley S. Shraiberg, Esq. SHRAIBERG PAGE, P.A. 2385 NW Executive Center Drive, Suite 300 Boca Raton, FL 33431 Telephone: (561) 443-0800 Facsimile: (561) 998-0047 Email: jpage@slp.law ependergraft@slp.law About RR3 Resources, LLC Recycling Revolution, LLC -- http://www.RecyclingRevolution.net/- is a recycling company specializing in low end, contaminated, and hard to handle materials. Recycling Revolution purchases all types of plastic, metal and electronic waste, including HDPE bottles, PET bottles, commingled bottles, and HDPE mixed rigid bottles. Recycling Revolution sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-25063) on Nov. 7, 2019. Judge Mindy A. Mora is assigned to the case. In the petition signed by its member/president, Robin Seskin, the Debtor disclosed $365,896 in assets and $9,318,956 in debt. RR3 Resources LLC filed a voluntary Chapter 11 Petition (Bankr. S.D. Fla. Case No. 19-25063) on Nov. 7, 2019.Â Â In its petition, the Debtor disclosed under $1 million in both assets and liabilities. The cases are jointly administered with Recycling Revolution's as the lead case. Joe M. Grant, Esq., at Marshall Grant, PLLC, serves as the Debtors' counsel. S.M.M. INVESTMENTS: Creditors to Get Proceeds From Liquidation -------------------------------------------------------------- S.M.M. Investments, Inc., filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement describing Chapter 11 Plan dated March 11, 2024. The Debtor is operating as a business involved in buying real property, renovating the premises, and re-selling same. The Debtor does business in the State of California and County of Los Angeles. The Debtor's principal assets are five real properties: * 4471 Comly Street, Los Angeles, CA 90063 ("Comly Street Property") is a Vacant Lot * 10950 Main Street, Los Angeles, CA 90061 ("Main Street Property") is a Commercial Property * 1402 E. 58th Street, Los Angeles, CA 90011(58th Street Property) (Single Family Residence) * 82399 Junipero Street, Indio, CA 92201 (Junipero Street Property) (Single Family Residence) * 316 N. Maie Ave, Compton, CA 90220 (Maie Ave Property) (Single Family Residence). The Debtor's principal liabilities are the secured debts on each of the listed properties. The properties that were scheduled for foreclosure prior to the bankruptcy filing were the 58th Street, Main Street and Junipero. There are two lawsuits arising from high interest loans on which debtor defaulted. The Debtor will seek refinancing of its assets, and/or the sale of properties in order to restructure and fund a confirmable Chapter 11 Plan. Before the filing of the instant case, debtor spent a considerable amount of time and resources in attempting to reorganize the debt on its real properties with lenders. Debtor proposes a sale of three of its properties and retain the 316 N. Maie Ave., Compton and Junipero property. Through this plan debtor will be able to reorganize the loans encumbered by the property. Class 4 consists of General Unsecured Claims. This Class shall receive a monthly payment up to 60 months after the effective for a total payout of $35,000. The allowed unsecured claims total $35,000.00. Class 5 consists of Equity Interest Holder Sergio Moreno. Mr. Moreno is the sole and 100% equity holder of S.M.M. Investments, Inc. The C.E.O. believes there will be insufficient funds in the S.M.M. Estate such that all creditors will be paid in full. Thus, any distribution to Mr. Moreno on account of his equity interest in S.M.M. is unlikely. Base on that, Mr. Moreno will retain his share ownership interest in the property but will not receive any distributions, dividends, or payments with respect to its share ownership interest until all payments have been made by the Debtor on the Plan with respect to Class 3 and 4. The Plan will be funded through the liquidation of property of the Estates with the proceeds of sales. The Debtor will seek the Court approval to sell Estates' assets according to Local Bankruptcy Rules. A full-text copy of the Disclosure Statement dated March 11, 2024 is available at https://urlcurt.com/u?l=yuEwxw from PacerMonitor.com at no charge. Attorney for the Debtor: Onyinye N. Anyama, Esq. ANYAMA LAW FIRM, APC 18000 Studebaker Road, Suite 325 Cerritos, CA 90703 Tel: (562) 645-4500 Fax: (562) 645-4494 Email: info@anyamalaw.com About S.M.M. Investments S.M.M. Investments, Inc., is operating as a business involved in buying real property, renovating the premises, and re-selling same. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10147) on Jan. 10, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Sergio Moreno as chief executive officer. Judge Barry Russell presides over the case. Onyinye N Anyama, Esq. at ANYAMA LAW FIRM, A PROFESSIONAL CORP, is the Debtor's counsel. SANDVINE CORP: $110MM Bank Debt Trades at 58% Discount ------------------------------------------------------ Participations in a syndicated loan under which Sandvine Corp is a borrower were trading in the secondary market around 42.5 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $110 million facility is a Term loan that is scheduled to mature on November 2, 2026. The amount is fully drawn and outstanding. Sandvine Corporation, headquartered in Waterloo, Ontario, Canada, and owned by funds affiliated with Francisco Partners, provides network and application intelligence solutions to mobile, fixed, cable, satellite and Wi-Fi service providers, and governments globally. SANDVINE CORP: $400MM Bank Debt Trades at 25% Discount ------------------------------------------------------ Participations in a syndicated loan under which Sandvine Corp is a borrower were trading in the secondary market around 75.1 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $400 million facility is a Term loan that is scheduled to mature on November 2, 2025. The amount is fully drawn and outstanding. Sandvine Corporation, headquartered in Waterloo, Ontario, Canada, and owned by funds affiliated with Francisco Partners, provides network and application intelligence solutions to mobile, fixed, cable, satellite and Wi-Fi service providers, and governments globally. SANGAMO THERAPEUTICS: Ernst & Young Raises Going Concern Doubt -------------------------------------------------------------- Sangamo Therapeutics, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that Ernst & Young LLP, the Company's auditor since 1997, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 13, 2024, San Mateo, California-based Ernst & Young LLP, said, "The Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern." The Company has a history of recurring net losses, including $257.8 million and $192.3 million for the years ended December 31, 2023, and 2022, respectively. As of December 31, 2023, the Company had $165.32 million in total assets, $82.43 million in total liabilities, and $82.9 million in total stockholders' equity. "Based on our current operating plan, our cash, cash equivalents and marketable securities as of December 31, 2023 are expected to allow us to meet our liquidity requirements only into the third quarter of 2024," the Company explained. "Our history of significant losses, negative cash flows from operations, limited liquidity resources currently on hand and dependence on our ability to obtain additional financing to fund our operations have resulted in management's assessment that there is substantial doubt about our ability to continue as a going concern for at least the next 12 months from the date the Consolidated Financial Statements included in this Annual Report on Form 10-K are issued. Our ability to continue to operate as a going concern is dependent upon our ability to raise substantial additional capital to fund our operations and support our research and development endeavors, including to progress our preclinical and clinical programs as described in this Annual Report on Form 10-K. In this regard, we have been actively seeking, and continue to actively seek, substantial additional capital, including through public or private equity or debt financing, royalty financing or other sources, such as strategic collaborations and other direct investments in our programs. We may be unable to attract new investments as a result of the speculative nature of our newly reprioritized core neurology preclinical programs. We have been unsuccessful in securing such additional capital to date. If we are unable to secure additional funding in the very near term, we will likely seek protection under the U.S. Bankruptcy Code. We have explored, and continue to explore, whether filing for bankruptcy protection is in the best interest of our Company and our stakeholders. Additional capital may not be available on acceptable terms or at all. If adequate funds are not available to us on a timely basis, or at all, we will be required to take additional actions to address our liquidity needs, including additional cost reduction measures such as further reducing operating expenses and delaying, reducing the scope of, discontinuing or altering our research and development activities, which would have a material adverse effect on our business and prospects, or we may be required to cease operations entirely, liquidate all or a portion of our assets, and/or seek protection under the U.S. Bankruptcy Code, and you may lose all or part of your investment." A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/mrx7fmbf About Sangamo Therapeutics, Inc. Richmond, Ca-based Sangamo Therapeutics, Inc. is a genomic medicine company committed to translating ground-breaking science into medicines that transform the lives of patients and families afflicted with serious neurological diseases. SCILEX HOLDING: Ernst & Young Raises Going Concern Doubt -------------------------------------------------------- Scilex Holding Company disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that Ernst & Young LLP, the Company's auditor since 2020, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 11, 2024, San Diego, Calif.-based Ernst & Young LLP, said, "The Company has negative working capital, has suffered losses from operations, has recurring negative cash flows from operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern." As of December 31, 2023, the Company's negative working capital was $203.6 million, including cash and cash equivalents of approximately $3.9 million. During the year ended December 31, 2023, the Company had operating losses of $105.4 million and cash flows used for operations of $20.7 million. The Company had an accumulated deficit of $490.2 million as of December 31, 2023. Since its inception, the Company incurred significant net losses, with net losses of $114.3 million, $23.4 million, and $88.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, the Company had $101.3 million in total assets, %274.25 million in total liabilities, and $172.9 in total stockholders' deficit. The Company has plans to obtain additional resources to fund its currently planned operations and expenditures for at least 12 months from the issuance of these consolidated financial statements through a combination of equity offerings, debt financings, collaborations, government contracts or other strategic transactions. The Company's plans are also dependent upon the success of future sales of ZTlido and ELYXYB, among which ELYXYB is still in the early stages of commercialization, and the future commercialization of GLOPERBA. Although the Company believes such plans, if executed, should provide the Company with financing to meet its needs, successful completion of such plans is dependent on factors outside the Company's control. As a result, management has concluded that the aforementioned conditions, among other things, raise substantial doubt about the Company's ability to continue as a going concern within the next 12 months. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/msuamvnz About Scilex Palo Alto, CA-based Scilex Holding Co. is an innovative revenue-generating company focused on acquiring, developing, and commercializing non-opioid pain management products for the treatment of acute and chronic pain. SIENTRA INC: $90MM DIP Loan from Deerfield Wins Final OK -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Sientra, Inc. and its debtor-affiliates to use cash collateral and obtain postpetition financing, on a final basis. The Debtors are permitted to receive postpetition financing on a joint and several basis, pursuant to a multi-draw senior secured super-priority priming term loan debtor-in-possession credit facility in the aggregate principal amount of up to $90 million from a consortium of lenders and Deerfield Partners, LP as administrative and collateral agent. The DIP Facility consists of up to $22.5 in New Money Loan Commitments and a roll up of prepetition obligations. The DIP Lenders are also the Prepetition First Lien Lenders or affiliates thereof. The DIP Facility provides that: (1) upon entry of the Interim DIP Order and subject to the satisfaction of other conditions set forth in the DIP Credit Agreement, one or more draws in an aggregate principal amount not exceeding $9 million; and (2) upon entry of the Final DIP Order and subject to the satisfaction of other conditions set forth in the DIP Credit Agreement, additional draws in an aggregate principal amount that will not, when combined with amounts advanced prior to such date, exceed the remaining unfunded New Money Loan Commitments. As approved upon entry of the Interim DIP Order concurrently with the borrowing of Interim New Money Loans, the DIP Lenders were entitled to roll up $35 million of Prepetition First Lien Secured Obligations. Another $32.5 million of Prepetition First Lien Secured Obligations, along with accrued interest and fees, can be rolled up upon entry of the Final DIP Order and borrowing of the Final New Money Loans. Any remaining Prepetition First Lien Secured Obligations not rolled up will be referred to as Remaining Prepetition First Lien Secured Obligations. The DIP facility is due and payable through the earliest of (i) the effective date of any Chapter 11 Plan for the reorganization of the Borrower or any of the other Loan Parties, (ii) July 11, 2024, (iii) the date of prepayment in cash in full by the Loan Parties of all Obligations (other than contingent indemnification Obligations not yet due) and the termination of all of the Commitments in accordance with the terms of this Agreement, and (iv) the date that all Loans will become due and payable in full in accordance with the terms of the DIP Facility, including due to acceleration. According to the Amended and Restated Facility Agreement dated October 12, 2022, the Debtors owed the Prepetition First Lien Lenders a total of at least $71.780 million in principal amount of loans. This consisted of two tranches: one original loan of $48.780 million and a disbursement loan of $23 million, along with accrued interest, fees, and other related expenses. The Debtors granted Prepetition First Priority Liens to secure these loans, which are valid, enforceable, and have first-priority status on the collateral. The Debtors have an immediate and critical need to obtain (i) postpetition financing pursuant to the DIP Facility and (ii) permission to use cash collateral to among other things, (a) permit the orderly continuation of the operation of their business, (b) maintain business relationships, (c) make capital expenditures, (d) satisfy other general corporate, working capital and operational needs, (e) fund costs and expenses related to the Chapter 11 Cases, (f) fund the payment of interest, fees, costs, and expenses related to the DIP Facility arising under the DIP Loan Documents, and (g) fund the payment of other fees and expenses set forth in the Approved Budget, for the benefit of the Debtors' stakeholders. As adequate protection for the use of cash collateral, the Prepetition First Lien Secured Parties are granted a valid, binding, continuing, enforceable, fully-perfected, non-avoidable, automatically, and properly perfected first priority senior security interest in and lien upon all property of the Debtors. As security for and solely to the extent of any First Lien Diminution in Value of the Prepetition First Lien Collateral, subject and subordinate only to the Carve Out and the DIP Liens, the Prepetition First Lien Secured Parties are granted additional and replacement, valid, binding, enforceable, non-avoidable, and effective and automatically perfected postpetition security interests in and liens as of the date of the Interim DIP Order. As further adequate protection, to the extent of any First Lien Diminution in Value of the Prepetition First Lien Collateral, and to the fullest extent provided by 11 U.S.C. sections 503(b), 507(a), and 507(b), the Prepetition First Lien Adequate Protection Claims will be, subject and subordinate to the Carve Out and the DIP Superpriority Claims, allowed superpriority administrative expense claims in each of the Chapter 11 Cases. A copy of the order is available at https://urlcurt.com/u?l=XZxu0B from PacerMonitor.com. The DIP Agent may be reached at: Deerfield Management Company, L.P. 345 Park Avenue South, 12th Floor New York, NY 10010 E-mail: legalnotice@deerfield.com - and - Alter Domus 225 West Washington St, 9th Floor, Chicago, IL 60606 E-mail: Legal_Agency@alterdomus.com DeerfieldAgency@alterdomus.com Attn: Legal Department and Sarah Meyers, Associate Director The DIP Agent is represented by: Ari Blaut, Esq. Benjamin Beller, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 E-mail: blauta@sullcrom.com bellerb@sullcrom.com About Sientra Inc. Sientra Inc. is a surgical aesthetics company. Sientra Inc and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10245) on Feb. 12, 2024. In the petition filed by Ronald Menezes, president and CEO, disclosed $139,933,000 in assets against $171,978,000 in debt. Judge John T. Dorsey oversees the case. Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel. Berkeley Research Group is the Debtors' restructuring advisor. Miller Buckfire and unit Stifel serve as the Debtors' investment banker. Deerfield Partners, LP serves as DIP administrative and collateral agent. The DIP Agent is represented by Sullivan & Cromwell LLP and Potter Anderson & Corroon LLP. SILVER STATE: Trustee Hires Kenneth A. Seltzer as Accountant ------------------------------------------------------------ Michael Carmel, the Trustee for Silver State Broadcasting, LLC and its affiliates, seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Kenneth A. Seltzer, CPA, as accountant. The firm will provide these services: a. prepare the estates' federal tax returns; and b. render such accounting and bookkeeping assistance as the firm finds necessary for the preparation of the tax returns. The firm will be paid at the rate of $300 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kenneth A. Seltzer, CPA, 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: Kenneth A. Seltzer, CPA 17 Candlewyck Dr Henderson, NV 89052 Tel: (702) 270-4898 About Silver State Broadcasting, LLC Las Vegas-based Silver State Broadcasting, LLC and its affiliates run an independent radio broadcasting company. Three of the radio stations (KFRH, KREV and KRCK-FM) are the primary assets. Silver State Broadcasting, Major Market Radio, LLC and Golden State Broadcasting, LLC filed voluntary petitions for Chapter 11 protection (Bankr. D. Nev. Lead Case No. 21-14978) on Oct. 19, 2021. In its petition, Silver State listed up to $50 million in assets and up to $1 million in liabilities. Judge August B. Landis oversees the cases. Stephen R. Harris, Esq., at Harris Law Practice, LLC and Wood & Maines, P.C. serve as the Debtors' bankruptcy counsel and special counsel, respectively. Michael Carmel has been appointed as trustee in the Chapter 11 cases. The Trustee tapped Garman Turner Gordon LLP as legal counsel and Timmons PC as special counsel. The Debtors filed their disclosure statement and proposed plan to exit Chapter 11 protection on May 2, 2022. SIR TAJ: Seeks to Hire Michael D. Kwasigroch as Legal Counsel ------------------------------------------------------------- Sir Taj, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Law Offices of Michael D. Kwasigroch as its counsel. The Debtor requires the firm to assist it in proposing a plan, draft and propose a disclosure statement, assist with all United States Trustee requirements, and litigate certain potential disputes. The firm will be paid at the rates of $400 to $500 per hour and be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid the firm a retainer of $2,500. Michael D. Kwasigroch, Esq. a partner at the Law Offices of Michael D. Kwasigroch, 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 D. Kwasigroch Esq. Law Offices of Michael D. Kwasigroch 1975 Royal Ave Suite 4 Simi Valley, CAa 93065 Tel: (805) 522-1800 Email: (805) 522-1800 About Sir Taj, LLC Sir Taj, LLC in Beverly Hills CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-10874) on Feb. 6, 2024, listing $10 million to $50 million in assets and $500,000 to $1 million in liabilities. Sergey Vershinin as manager, signed the petition. LAW OFFICES OF MICHAEL D. KWASIGROCH serve as the Debtor's legal counsel. SONOMA PHARMACEUTICALS: To Sell More Shares Under Maxim Group Deal ------------------------------------------------------------------ As previously disclosed, on December 15, 2023, Sonoma Pharmaceuticals, Inc. entered into an Equity Distribution Agreement with Maxim Group LLC, pursuant to which the Company may offer and sell, from time to time, through Maxim, as sales agent or principal, shares of its common stock, $0.0001 par value per share. On March 8, 2024, the Company entered into an amendment to the Agreement ("Amendment No. 1") to provide for the sale of up to $785,679 of additional shares under the Agreement. Sales of shares of common stock under the Agreement, as amended by Amendment No. 1, will be made pursuant to the registration statement on Form S-3 (File No. 333-275311), which was declared effective by the U.S. Securities and Exchange Commission on November 20, 2023, and a related prospectus supplement filed with the SEC on March 8, 2024, for an aggregate offering price of up to $785,679. A full-text copy of Amendment No. 1 to the Equity Distribution Agreement is available at https://tinyurl.com/bdedcmws. A full-text copy of Burns & Levinson, LLP, the Company's legal counsel's opinion relating to the legality of the issuance and sale of shares under the Agreement, as amended by Amendment No. 1, is available at https://tinyurl.com/bdfkufax About Sonoma Pharmaceuticals Sonoma Pharmaceuticals, Inc. (NASDAQ: SNOA) -- http://www.sonomapharma.com-- is a global healthcare company developing and producing stabilized hypochlorous acid, or HOCl, products for a wide range of applications, including wound care, eye care, oral care, dermatological conditions, podiatry, animal health care and non-toxic disinfectants. The Company's products reduce infections, itch, pain, scarring, and harmful inflammatory responses in a safe and effective manner. In-vitro and clinical studies of HOCl show it to have impressive antipruritic, antimicrobial, antiviral, and anti-inflammatory properties. The Company's stabilized HOCl immediately relieves itch and pain, kills pathogens and breaks down biofilm, does not sting or irritate the skin, and oxygenates the cells in the area treated, assisting the body in its natural healing process. The Company sells its products either directly or via partners in 55 countries worldwide. Sonoma Pharmaceuticals reported a net loss of $5.15 million for the year ended March 31, 2023, compared to a net loss of $5.08 million for the year ended March 31, 2022. As of March 31, 2023, the Company had $16.23 million in total assets, $8.25 million in total liabilities, and $7.98 million in total stockholders' equity. Atlanta, Georgia-based Frazier & Deeter, LLC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated June 21, 2023, citing that the Company has incurred significant losses and negative operating cash flows and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about its ability to continue as a going concern. SORRENTO: Latham & Watkins, Jackson Walker Avoid Venue Sanctions ---------------------------------------------------------------- Ben Zigterman of Law360 reports that a Texas bankruptcy judge declined to level sanctions against Latham & Watkins LLP and Jackson Walker LLP for trying to establish Texas jurisdiction for California-based Sorrento Therapeutics Inc. in its Chapter 11 bankruptcy, finding that their conduct did not amount to bankruptcy fraud. About Sorrento Therapeutics Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/ -- is a clinical and commercial stage biopharmaceutical company developing new therapies to treat cancer, pain (non-opioid treatments), autoimmune disease and COVID-19. Sorrento's multimodal, multipronged approach to fighting cancer is made possible by its extensive immuno-oncology platforms, including key assets such as next-generation tyrosine kinase inhibitors ("TKIs"), fully human antibodies ("G-MAB(TM) library"), immuno-cellular therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing potential antiviral therapies and vaccines against coronaviruses, including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM; and diagnostic test solutions, including COVIMARK(TM). Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of $1 billion and liabilities of about $235 million as of Feb. 10, 2023. Judge David R. Jones originally oversaw the cases. The Debtors tapped Latham & Watkins, LLP as bankruptcy counsel; Jackson Walker, LLP as local counsel; Tran Singh, LLP as conflicts counsel; and M3 Advisory Partners, LP as financial advisor. Mohsin Y. Meghji, managing partner at M3, serves as the Debtors' chief restructuring officer. Stretto Inc. is the claims, noticing and solicitation agent. Norton Rose Fulbright US, LLP and Milbank, LLP represent the official committee of unsecured creditors appointed in the Debtors' Chapter 11 cases. On April 10, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent the Debtors' equity security holders. On April 10, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent the Debtors' equity security holders. Glenn Agre Bergman & Fuentes, LLP and Greenberg Traurig, LLP serve as the equity committee's bankruptcy counsel. SOUND INPATIENT: $610MM Bank Debt Trades at 47% Discount -------------------------------------------------------- Participations in a syndicated loan under which Sound Inpatient Physicians Holdings LLC is a borrower were trading in the secondary market around 53.3 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $610 million facility is a Term loan that is scheduled to mature on June 28, 2025. About $587.7 million of the loan is withdrawn and outstanding. Sound Inpatient Physicians, Inc. is a provider of physician services in acute, post-acute, emergency medicine, and intensivist facilities through its wholly owned subsidiaries and affiliated companies. Sound Inpatient's principal business is to provide hospitalist services to hospitals and health plans designed to improve the well-being of patients while reducing their associated costs through the management of medical care. The company is primarily owned by private equity sponsor Summit Partners and Optum Health. SPHERE 3D: MaloneBailey Raises Going Concern Doubt -------------------------------------------------- Sphere 3D Corp. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that MaloneBailey, LLP, the Company's auditor since 2022, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 13, 2024, Houston, TX-based MaloneBailey, LLP, said, "The Company has suffered recurring losses from operations and does not expect to have sufficient working capital to fund its operations that raises substantial doubt about its ability to continue as a going concern." The Company has recurring losses from operations and incurred a net loss of approximately $23.3 million for the year ended December 31, 2023. As of December 31, 2023, the Company had $45.7 million in total assets, $5.3 million in total liabilities, $13.79 million in total temporary equity, and $26.5 million in total shareholders' equity. Management has projected that based on the Company's hashing rate at December 31, 2023, cash on hand may not be sufficient to allow the Company to continue operations and there is substantial doubt about the Company's ability to continue as a going concern within 12 months from the date of issuance of the financial statements if it is unable to raise additional funding for operations. "We expect our working capital needs to increase in the future as we continue to expand and enhance our operations. Our ability to raise additional funds for working capital through equity or debt financings or other sources may depend on the financial success of our then current business and successful implementation of our key strategic initiatives, financial, economic and market conditions and other factors, some of which are beyond our control. Further equity financings may have a dilutive effect on shareholders and any debt financing, if available, may require restrictions to be placed on our future financing and operating activities. We require additional capital and if we are unsuccessful in raising that capital at a reasonable cost and at the required times, or at all, we may not be able to continue our business operations in the cryptocurrency mining industry or we may be unable to advance our growth initiatives, either of which could adversely impact our business, financial condition and results of operations," the Company said. Significant changes from the Company's current forecasts, including but not limited to: (i) shortfalls from projected mining earning levels; (ii) increases in operating costs; (iii) fluctuations in the value of cryptocurrency; and (iv) inability to maintain compliance with the requirements of the NASDAQ Capital Market and/or inability to maintain listing with the NASDAQ Capital Market could have a material adverse impact on the Company's ability to access the level of funding necessary to continue its operations at current levels. If any of these events occurs or the Company is unable to generate sufficient cash from operations or financing sources, the Company may be forced to liquidate assets where possible and/or curtail, suspend or cease planned programs or operations generally or seek bankruptcy protection or be subject to an involuntary bankruptcy petition, any of, which would have a material adverse effect on the Company's business, results of operations, financial position and liquidity. These factors, among others, indicate there is substantial doubt about the Company's ability to continue as a going concern within the next 12 months. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/4fe7a6k6 About Sphere 3D Corp. Sphere 3D Corp. (Nasdaq: ANY) is a cryptocurrency miner with decades of proven enterprise data-services expertise. The Company is growing its industrial-scale digital asset mining operation through the capital-efficient procurement of next-generation mining equipment and partnering with best-in-class data center operators. Sphere 3D is dedicated to increasing shareholder value while honoring its commitment to strict environmental, social, and governance standards. SPITFIRE ENERGY: Seeks to Extend Plan Exclusivity to May 7 ---------------------------------------------------------- Spitfire Energy Group, LLC asked the U.S. Bankruptcy Court for the Northern District of Texas to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to May 7 and July 5, 2024, respectively. The Debtor explains that it has been working diligently, with the assistance of its advisors, towards an exit from bankruptcy. A hearing on the Debtor's request to sell substantially all of the Debtor's physical assets is scheduled for February 28, 2024. Said sale hearing was delayed due to the Debtor receiving a topping bid following the auction. In addition, said bid will enable the Debtor to realize more than $1 million in additional value for its assets. Following the closing of the sale, the Debtor's primary remaining assets will consist of cash and litigation claims. The Debtor anticipates being able to propose a confirmable plan. Under these circumstances, cause exists for the requested extension of the Exclusive Periods. Spitfire Energy Group, LLC is represented by: Clayton D. Ketter, Esq. PHILLIPS MURRAH P.C. 3710 Rawlins Street, Suite 900 Dallas, TX 75219 Tel: (405) 235-4100 Email: cdketter@phillipsmurrah.com - and - Jason A. Sansone, Esq. PHILLIPS MURRAH P.C. 101 North Robinson Ave., Suite 1300 Oklahoma City, OK 73102 Tel: (405) 235-4100 Email: jasansone@phillipsmurrah.com About Spitfire Energy Group Spitfire Energy Group, LLC is a strategic midstream and water management provider and currently operates commercial saltwater disposal facilities in the Texas panhandle with over 165 miles of pipeline gathering and a disposal capacity of over 100,000 barrels per day. Such facilities are primarily located in Hemphill County and Wheeler County, Texas. Spitfire Energy Group filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-20186) on Sept. 1, 2023, with $10 million to $50 million in both assets and liabilities. David D. Le Norman, manager, signed the petition. Judge Robert L. Jones oversees the case. The Debtor tapped Clayton D. Ketter, Esq., at Phillips Murrah PC as legal counsel; Energy Capital Solutions, LLC as investment banker; and Watts Guerra LLP, Lovell, Isern & Farabough, LLP and Lovell Hoffman Law, PLLC as special litigation counsel. STITCH ACQUISITION: $370MM Bank Debt Trades at 70% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Stitch Acquisition Corp is a borrower were trading in the secondary market around 30.0 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $370 million facility is a Term loan that is scheduled to mature on August 1, 2028. About $361.7 million of the loan is withdrawn and outstanding. Stitch Acquisition Corp. operates as SVP Worldwide, an American private company that designs, manufactures, and distributes consumer sewing machines and accessories around the world under three brands: Singer, Husqvarna Viking, and Pfaff. In 2021, Platinum Equity Partners entered into a definitive agreement to acquire SVP Worldwide from Ares Management for $484 million. Stitch Acquisition Corp. was created to be the financial reporting entity of SVP Worldwide going forward. SUMMIT AESTHETICS: Hires Udall Shumway PLC as Counsel ----------------------------------------------------- Summit Aesthetics, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Udall Shumway PLC as counsel. The firm will provide these services: a. advise the Debtor to its rights, duties, and powers as a debtor and debtor-in- possession; b. prepare and file statements, schedules, plans, and other documents and pleadings necessary to be filed by the Debtor for purposes or reorganization or that may otherwise be required; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in the above captioned case; and d. perform such other legal services as may be necessary in connection with Debtor’s case. The firm will be paid at these rates: Attorneys $300 to $450 per hour Paralegals $150 per hour The Debtor paid the firm an initial retainer of $1,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Eli Enger, Esq., a partner at Udall Shumway PLC, 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: Joel E. Sannes, Esq. Eli Enger, Esq. Tim Butterfield, Esq. Udall Shumway PLC 138 North Alma School Road, Suite 101 Mesa, AZ 85201 Tel: (480) 461-5300 Fax: (480) 833-9392 Email: jes@udallshumway.com ete@udallshumway.com tdb@udallshumway.com About Summit Aesthetics, LLC Summit Aesthetics, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-01031) on February 13, 2024, with up to $50,000 in assets and $500,001 to $1 million in liabilities. Joel E. Sannes, Esq., at Udall Shumway PLC represents the Debtor as legal counsel. T&J OF BROOKSVILLE: Hires Accounting & Business as Accountant ------------------------------------------------------------- T&J of Brooksville LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Accounting & Business Partners, LLC as accountant. The firm will provide these services: a. review the Debtor's previous books and records for accuracy and completion; b. reconcile previous year end balance sheets with tax returns to be completed; c. review previous years' financials for analysis of revenue and expenses; d. assist the Debtor's counsel and any other professionals, including without limitation, appraisers, brokers or investment bankers, if such professionals are retained; e. assist in determining projected disposable income for the Debtor; and f. provide other accounting related activities within the scope of this case as mutually agreed to between the parties. The firm will be paid at these rates: Administration $45 per hour Bookkeeping $95 per hour Manager $130 per hour CPA $230 per hour The firm will be paid a retainer in the amount of $2,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrea Bone, C.P.A. at Accounting & Business Partners, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Andrea Bone, C.P.A. Accounting & Business Partners, LLC 10730 102nd Avenue N., Seminole, FL 33778 Tel: (727) 828-9945 About T&J of Brooksville T&J of Brooksville, LLC is the owner and lessor of residential buildings and dwellings located at 626 South Broad St., Brooksville, Fla. The properties are valued at $1.30 million. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05076) on Nov. 9, 2023, with $1,320,754 in assets and $3,735,057 in liabilities. Tom May, authorized member, signed the petition. Judge Catherine Peek McEwen oversees the case. Andrew Wit, Esq., at Wit Law, PLLC is the Debtor's bankruptcy counsel. TEHUM CARE SERVICES: ACLU Asks Court to Toss Chapter 11 Bankruptcy ------------------------------------------------------------------ Randi Love of Bloomberg Law reports that the American Civil Liberties Union urged a bankruptcy court to allow it to file a brief in support of prisoners who moved to dismiss a prison medical company's Chapter 11. The ACLU and several other advocacy groups joined the US Trustee, which serves as the Justice Department's bankruptcy watchdog, and Sen. Elizabeth Warren (D-Mass) in support of a tort claimants committee's motion to reject Tehum Care Services Inc.'s proposed Chapter 11 plan and throw out the bankruptcy. About Tehum Care Services Tehum Care Services Inc., doing business as Corizon Health Services Inc., is a privately held prison healthcare contractor in the United States. It is based in Brentwood, Tenn. Tehum Care Services filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90086) on Feb. 13, 2023. In the petition filed by Russell A. Perry, as chief restructuring officer, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Christopher M. Lopez oversees the case. The Debtor tapped Gray Reed & McGraw, LLP as bankruptcy counsel; Bradley Arant Boult Cummings, LLP, as special litigation counsel; and Ankura Consulting Group, LLC, as financial advisor. Russell A. Perry, senior managing director at Ankura, serves as the Debtor's chief restructuring officer. Kurtzman Carson Consultants, LLC, is the claims, noticing and solicitation agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Stinson, LLP and Dundon Advisers, LLC, serve as the committee's legal counsel and financial advisor, respectively. TEVA PHARMACEUTICALS: Fitch Alters Outlook on 'BB-' IDR to Positive ------------------------------------------------------------------- Fitch Ratings has revised the Rating Outlook for Teva Pharmaceutical Industries Limited (Teva) and Teva Pharmaceuticals USA, Inc.'s Long-term Issuer Default Ratings (LT IDRs) to Positive from Stable. Fitch affirmed the IDRs at 'BB-' and the companies' senior unsecured credit facilities at 'BB-'/'RR4'. Fitch also affirmed the senior unsecured debt ratings of Teva's finance subsidiaries at 'BB-'/'RR4'. The Outlook revision reflects Teva's progress in reducing its funded debt. The company plans to sell its active-pharmaceutical ingredient (API) business (or TAPI); the sale and related proceeds could meaningfully reduce debt if management allocates them for that purpose. Fitch also expects Teva's recent revenue growth to continue. Teva's 'BB-' IDR reflects its solid position as a leading global generic pharmaceutical company, extensive generic and specialty portfolio, good pipeline of prescription drugs, and growing opportunities with biosimilar products. Teva benefits from an established distribution and sales network and diverse production capabilities. Offsetting these strengths are the challenge of improving revenue growth; high, albeit declining, debt balances relative to FCF; and persistent litigation challenges. KEY RATING DRIVERS Leading Global Generic Manufacturer: Teva is one of the leading global generic drug manufacturers, with a broad portfolio of specialty, over-the-counter medicines and API. It possesses world-leading portfolios of generic and innovative medicines, global infrastructure and scale and a growing pipeline of biosimilar drug candidates. With solid expertise in a variety of production technologies and an extensive patent portfolio, Teva is positioned well to capitalize on demand for both generic and biosimilar drugs over the medium to long term. Deleveraging Capacity Despite Growth Challenges: Fitch believes that flat to moderate revenue growth and EBITDA margins will continue to support the reduction of debt of approximately USD1.7 billion to USD2.0 billion per year over the forecast period; this reduction would result in credit metrics that are more consistent with higher rated 'BB' companies. The sale of TAPI could also lead to a meaningful reduction of debt and overall improvement in financial flexibility; however, Fitch has not incorporated the effects of a potential sale into its forecast. Sales of generic products, along with Teva's former leading product, Copaxone, are expected to experience steady headwinds over the medium term. Fitch continues to forecast relatively flat to modest growth in revenue over the near to medium term. Generic product revenue is likely to remain between USD8.0 billion-USD9.0 billion, affected primarily by adverse conditions in the U.S. generic market caused by pricing pressure and minimal growth from product launches. Leverage Estimates: Fitch's 2023 adjusted EBITDA leverage is approximately 5.3x, but leverage is expected to decline with further application of FCF to debt reduction. The material reduction in Fitch EBITDA leverage from FY 2022 to 2023 was primarily because of the upfront payment (included in revenues) received in connection with the collaboration with Sanofi for Teva's anti-TL1A asset. Offsetting the growth in EBITDA is the increased use of securitization facilities, which Fitch treats as a form of collateralized financing. The balance of receivables sold through securitization structures is included in the Fitch EBITDA leverage ratio as a component of adjusted debt. Areas for Revenue Growth: Teva's innovative portfolio is likely to be its main source of revenue growth; Ajovy, Austedo and Uzedy will be the main drivers. Commercialization of Teva's large, late-stage pipeline of biosimilar candidates is expected to provide another source of growth either organically or through business development with other partners. Fitch does not expect the sale of these candidates to be meaningful over the forecast period, but even a modest number of successful launches would enhance Teva's credit profile. Margin Pressure: Teva's generics business in the U.S. has been negatively affected by additional pricing pressure as a result of customer consolidation into larger buying groups capable of extracting greater price reductions. Accelerated FDA approvals for versions of off-patent medicines increased competition for Teva's products, and revenue traction for newly launched products has been challenging. Pricing pressure, particularly in the U.S., will likely continue to meaningfully weigh on revenue and margins in the near term. These pressures will remain a challenge over the medium to long term and may be heightened by the Inflation Reduction Act. Fitch expects aging populations in developed markets and increasing access to healthcare in emerging markets to support volume growth for Teva and its generic pharmaceutical peers, but price erosion is expected to meaningfully offset such growth over the near term. DERIVATION SUMMARY Within Fitch's rated universe, Viatris Inc. (BBB/Stable) is a key peer in terms of size and scope of operations in generics. Teva is rated lower because of its leverage and litigation exposure. Until the most recent year ended 2023, Teva's revenues have declined, which is a material difference in its credit profile compared to other 'BB' and 'BBB' rated pharmaceutical companies. Declining revenues have been a function of multiple factors including price pressure on generic drugs and increasing competitive pressures influencing the company's branded drug sales. In comparison, Viatris and Sandoz have lower leverage and greater profitability. Relative to other healthcare and pharma peers such as Avantor, Inc. (BB/Positive) and Jazz Pharmaceuticals Public Limited Company (BB-/Positive), Teva is more highly leveraged and has a greater loss contingency profile. Other healthcare companies rated 'BB-' operating in different industry subsectors typically have leverage sensitivities of 4.0x-5.0x. The ratings of Teva Pharmaceutical Industries Limited and Teva Pharmaceuticals USA, Inc. are determined to be the same under Fitch's Parent and Subsidiary Linkage Criteria. The overall linkage of the two entities is deemed to be strong in light of the strategic, legal and operational ties between the two entities. Hence, there is no notching between the ratings. No Country Ceiling or operating environment aspects affect the rating. Teva had a modest amount of convertible senior debentures outstanding as of Dec. 31, 2023, following the exercise by holders of the debentures to require Teva to redeem such debentures in February 2021. The remaining USD23 million are treated as senior unsecured debt in Teva's capital structure and receive no equity credit because the principal amount is paid in cash and only the residual conversion value above the principal amount is paid in shares. KEY ASSUMPTIONS - Copaxone revenue of USD350 million-USD400 million; Austedo revenue of USD1.5 billion-USD2.2 billion and Ajovy revenue of USD500 million-USD700 million over the forecast through 2027; no material contribution is assumed from the product pipeline; - Generic medicine revenue grows at a CAGR of 1% over the forecast as generic erosion is counteracted by new generic product launches; - Adjusted EBITDA margins remain between 25.5%-27% over the forecast; - Cash costs in the range of USD400-USD800 million for litigation settlements and restructuring charges over the forecast; - A modest investment in working capital through the forecast period, which may fluctuate depending on the level of new product launches; - Debt reduction remains a priority but declines to levels in line with FCF generation; Fitch treats the balance of sold receivables at year-end as a component of adjusted debt; - Teva's effective interest expense rises as debt is refinanced at higher coupons of approximately 7.0%. - Gross EBITDA leverage declines below 5.0x in 2024; (cash flow from operations - capex) to total debt exceeds 10% in FYs 2025-2027. - Fitch has not assumed any material adverse effects on Teva's results of operations or cash flow as a result of global political or economic instability or major hostilities. - Fitch has not made any adjustments to its forecast to reflect the effects of the potential sale of TAPI. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Positive rating momentum will be driven primarily by revenue growth, debt reduction and the favorable resolution of the litigation profile; - Gross EBITDA leverage maintained below 5.0x; - Maintaining adequate levels of FCF to continue to pay debt maturities through the forecast period. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Gross EBITDA leverage sustained above 6.0x; - The company cannot maintain stable operating performance and reduce debt, in part due to litigation expenses above forecasts, increased headwinds from the generic pricing environment and an inability to generate meaningful sales from new product launches; - FCF, although positive, declines to levels that meaningfully increase Teva's reliance on asset sales or new external sources of capital to meet debt obligations. LIQUIDITY AND DEBT STRUCTURE Cash Prioritized for Deleveraging: Teva's principal sources of short-term liquidity are cash flow from operations, cash investments, liquid securities and a USD1.8 billion revolving credit facility, which matures in April 2026 but can be extended twice for one-year periods. The revolving credit facility, amended in February 2023, contains certain covenants, including limitations on incurring liens and indebtedness and maintaining certain financial ratios, including a maximum net leverage ratio of 4.0x for 4Q23 and 3.5x for 4Q24. Fitch believes Teva has adequate flexibility under the EBITDA calculation to comply with the amended ratio requirements through 2024. Securitization Facilities: Teva increased its use of receivable securitization facilities in 2022 to accelerate its cash collections. Fitch views the balance of sold receivables ($1.5 billion as of Dec. 31, 2023) at any balance sheet date as representing a form of collateralized financing and adjusts reported debt and the changes in the balances of sold receivables as a component of financing cash flows. Debt Maturities: Fitch believes Teva has adequate sources of liquidity from FCF and available cash to meets its obligations through 2025 but will need to refinance its maturities due thereafter to align with its FCF generation. The FCF forecast is principally sensitive to product revenue, revenue from new products, cost reductions and litigation costs. Fitch believes Teva may benefit over the medium to long term from its focus on innovative and complex pharmaceuticals, which generally command higher prices and margins. However, the commoditized portion of its generic drug portfolio is more prone to pricing pressure. Teva's effective interest expense rises as debt is refinanced at higher coupons of approximately 7.0%. If Teva settles any litigation matters for amounts significantly in excess of those assumed by Fitch or if faster than anticipated payments are required, it could constrain R&D spending, investments and debt-paying capabilities and, thus, constrain any positive rating momentum or result in negative rating momentum. ISSUER PROFILE Teva is a global pharmaceutical company operating worldwide with headquarters in Israel and a significant presence in the U.S., Europe and other markets around the world. Its key strengths include world-leading generic medicines expertise and portfolio, a focused specialty medicines portfolio and global infrastructure and scale. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch has adjusted historical and forecasted EBITDA to remove the effects of reported merger and integration expenses, restructuring costs, impairments, gains from anti-trust legal settlements, litigation charges and LIFO inventory related adjustments; Fitch has included charges to EBITDA to reflect an estimate of restructuring and litigation costs that it believes may be recurring. For the year ended Dec. 31, 2023, these adjustments led to EBITDA of $4.1 billion as compared to the $4.8 billion of adjusted EBITDA reported by Teva. In addition, Fitch has adjusted reported debt and financing cash flows (debt repayment) to include the balance of receivables sold and the annual changes related to such balances, respectively, in connection with EU and U.S. securitization facilities. ESG CONSIDERATIONS Teva has an ESG Relevance Score of '4' for Exposure to Social Impacts due to pressure to contain healthcare spending growth, a highly sensitive political environment, exposure to price-fixing and opioid litigation, and social pressure to contain costs or restrict pricing. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Teva Pharmaceutical Finance Netherlands IV B.V. senior unsecured LT BB- Affirmed RR4 BB- Teva Pharmaceutical Finance Co, LLC senior unsecured LT BB- Affirmed RR4 BB- Teva Pharmaceutical Finance Netherlands II B.V. senior unsecured LT BB- Affirmed RR4 BB- Teva Pharmaceutical Industries Limited LT IDR BB- Affirmed BB- senior unsecured LT BB- Affirmed RR4 BB- Teva Pharmaceutical Finance Netherlands III B.V. senior unsecured LT BB- Affirmed RR4 BB- Teva Pharmaceuticals USA, Inc. LT IDR BB- Affirmed BB- senior unsecured LT BB- Affirmed RR4 BB- THRASIO LLC: $740MM Bank Debt Trades at 60% Discount ---------------------------------------------------- Participations in a syndicated loan under which Thrasio LLC is a borrower were trading in the secondary market around 40.2 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $740.0million facility is a Term loan that is scheduled to mature on December 18, 2026. The amount is fully drawn and outstanding. About Thrasio Thrasio LLC -- https://www.thrasio.com/ -- specializes in buying Amazon third-party private label businesses. Its portfolio includes Angry Orange pet odor eliminators and stain removers, Wise Owl Outfitters camping and outdoor gear, and more than 200 other Amazon and ecommerce brands. Thrasio was co-founded in 2018 by Joshua Silberstein. Thrasio has significant overseas operations and partnerships across the world, including in the United Kingdom, Germany, and China. Thrasio Holdings, Inc. and several affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-11840) on Feb. 28, 2024, with $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Josh Burke, the Debtors’ chief financial officer, signed the petitions. Judge Christine M. Gravelle oversees the case. The Debtors tapped KIRKLAND & ELLIS LLP and KIRKLAND & ELLIS INTERNATIONAL LLP as general bankruptcy counsel; COLE SCHOTZ P.C. as co-bankruptcy counsel; ALIXPARTNERSS, LLP as financial advisor; and KURTZMAN CARSON CONSULTANTS LLC as claims and noticing agent. An Ad Hoc Group of First Lien Lenders retained Gibson, Dunn & Crutcher LLP as legal counsel and Sills Cummis & Gross P.C. as New Jersey co-counsel. TRANSCENDIA HOLDINGS: $295MM Bank Debt Trades at 46% Discount ------------------------------------------------------------- Participations in a syndicated loan under which Transcendia Holdings Inc is a borrower were trading in the secondary market around 53.6 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $295 million facility is a Term loan that is scheduled to mature on May 30, 2024. About $278.0 million of the loan is withdrawn and outstanding. Transcendia Holdings, Inc. is a provider of engineered specialty films materials across a range of end-markets. The company manufactures specialty films by extrusion of resin or converting film for specific customer applications. TRAVELING BY GRACE: Seeks to Hire Fealy Law as Bankruptcy Counsel ----------------------------------------------------------------- Traveling By Grace, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Fealy Law Firm, PC as counsel. The firm will provide these services: a. analyzing of the financial situation, and rendering advice and assistance to the Debtor; b. advising the Debtor with respect to its duties as Debtor; c. preparing and filing of all appropriate petitions, schedules of assets and liabilities, statements of affairs, answers, motions and other legal papers; d. representing the debtor at the first meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; e. representing the debtor in all proceedings before the Court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; f. preparing and filing of Chapter 11 Plan of Reorganization; and g. assisting to the Debtor in any matters relating to or arising out of the captioned case The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received from the Debtor a retainer in the amount of $10,000. Vicky M. Fealy, Esq., a partner at Fealy Law Firm, PC, 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: Vicky M. Fealy, Esq. FEALY LAW FIRM, PC 1235 North Loop W Ste 1005 Houston, TX 77008 Tel: (713) 526-5220 Fax: (713) 526-5227 Email: vfealy@fealylawfirm.com About Traveling By Grace Traveling By Grace, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 24-30432) on Feb. 2, 2024, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Jeffrey P. Norman oversees the case. Vicky M. Fealy, Esq., at Fealy Law Firm, PC represents the Debtor as bankruptcy counsel. TRINITY PHARMACIES: Hires H. Anthony Hervol as Counsel ------------------------------------------------------ Trinity Pharmacies, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Law Office of H. Anthony Hervol as counsel. The Debtor requires legal counsel to: (a) represent the Debtor in this Chapter 11 case and advise the Debtor as to its rights, powers, and duties; (b) negotiate and prepare one or more plans of reorganization for the Debtor; (c) represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; (d) take necessary action to collect property of the estate and file suits to recover the same, pursue or defend other adversary proceedings as needed, or work with special counsel appointed by the court to pursue or defend any adversary proceedings; (e) prepare legal papers; (f) object to disputed claims; (g) prepare and present of final accounting and motion for final decree closing the bankruptcy case; and (h) perform all other legal services for the Debtor. The firm will be paid at its hourly rate of $325. The firm received a retainer in the amount of $13,000. H. Anthony Hervol, Esq., an attorney at Law Office of H. Anthony Hervol, 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: Law Office of H. Anthony Hervol 22211 IH-10 West, Suite 1206-168 San Antonio, TX 78257 Tel: (210) 522-9500 Fax: (210) 522-0205 Email: hervol@sbcglobal.net About Trinity Pharmacies, LLC Trinity Pharmacies, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 24-50144) on February 4, 2024, with up to $500,000 in both assets and liabilities. Larry P. Oliver, president, signed the petition. Judge Craig A. Gargotta oversees the case. H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol, represents the Debtor as bankruptcy counsel. TRP BRANDS: Hires Gensburg Calandriello & Kanter as Counsel ----------------------------------------------------------- TRP Brands LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Gensburg Calandriello & Kanter, P.C. as counsel. The firm's services include: a. providing legal advice with respect to the Debtors' powers and duties as debtors-in-possession in the continued operation of their business and management of their property; b. negotiating, drafting, and pursuing all documentation necessary in this case; c. preparing on behalf of the Debtors all applications, motions, answers, orders, reports, and other legal papers necessary to the administration of the Debtors' estate; d. appearing in court and protecting the interests of the Debtors before the Court; e. assisting with the Debtors' reorganization, including drafting and negotiating any plan of reorganization or any disposition of the Debtors' assets, by sale or otherwise; f. attending all meetings and negotiating with representatives of creditors, the United States Trustee, and other parties-in-interest; g. providing legal advice regarding bankruptcy law, corporate law, corporate governance, transactional, tax, labor, litigation, and other issues to the Debtors in connection with the Debtors' ongoing business operations; and h. performing all other legal services for, and providing all other legal advice to, the Debtors which may be necessary and proper in this case. The firm will be paid at these rates: Matthew T. Gensburg $450 per hour E. Philip Groben $345 per hour Daniel T. Lindquist $350 per hour Shareholder $275 to $500 per hour Senior Counsel $450 per hour Partner/Associate $260 to $380 per hour Legal Assistant/Paralegal $125 per hour The firm will be paid a retainer in the amount of $ 50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew T. Gensburg, Esq., a partner at Gensburg Calandriello & Kanter, P.C, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Matthew T. Gensburg, Esq. E. Philip Groben, Esq. GENSBURG CALANDRIELLO & KANTER, P.C. 200 West Adams St., Ste. 2425 Chicago, IL 60606 Telephone: (312) 263-2200 Facsimile: (312) 263-2242 Email: mgensburg@gcklegal.com pgroben@gcklegal.com About TRP Brands LLC TRP Brands, LLC and The RoomPlace Furniture & Mattress, LLC filed Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 24-01529) on Feb. 2, 2024. Valerie Berman-Knight, president, signed the petitions. At the time of the filing, TRP Brands reported up to $50,000 in assets and $50 million to $100 million in liabilities while RoomPlace reported up to $50,000 in assets and $100 million to $500 million in liabilities. Judge Deborah L. Thorne oversees the cases. E. Philip Groben, Esq., at Gensburg Calandriello & Kanter, P.C. is the Debtors' legal counsel. The U.S. Trustee for Region 11 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped FisherBroyles, LLP as its legal counsel. TTM TECHNOLOGIES: Moody's Affirms Ba2 CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Ratings affirmed TTM Technologies, Inc.'s Ba2 Corporate Family Rating and Ba2-PD Probability of Default Rating. Moody's also affirmed the Ba1 rating for the company's senior secured first lien term loan B and Ba3 rating for its unsecured notes. The company's speculative grade liquidity (SGL) rating is unchanged at SGL-1. The outlook remains stable. The rating action and stable outlook reflect Moody's expectation that TTM will generate mid single digit percentage annual revenue growth over the next 12-18 months. This is largely driven by easement in the supply chain, mild improvement in the commercial end markets, continued strength in the Aerospace & Defense market (A&D), and tailwinds in data center computing stemming from positive trends in generative artificial intelligence. Moody's expectation for mid-single digit revenue growth coupled with slight improvement in gross and operating margins will result in modest deleveraging. For 2024, Moody's projects total debt-to-EBITDA will be 3.4x. For the same period, Moody's also expects around $50 million in free cash flow generation (temporarily muted by capital investments, inclusive of the Malaysian facility). RATINGS RATIONALE The Ba2 CFR benefits from predictable revenues from the aerospace and defense (A&D) industry and diversified end market exposures, which limit top line revenue volatility. The predictable revenues and low capital intensity yields variable, though consistently positive free cash flow (FCF). TTM maintains a conservative financial leverage profile and a large cash balance, which together provide the company with financial flexibility for internal growth initiatives and acquisitions. TTM's differentiated product portfolio addresses several secular growth drivers, which supports revenue and profitability growth over time. Nevertheless, like many other companies in the electronics ecosystem, TTM has been facing macroeconomic-driven pressures that have weighed on revenue growth and profitability this past year. Given the limited pool of potential large OEMs, TTM has customer revenue concentrations. The large manufacturing footprint and demand volatility within end market segments entail challenges to maintaining production capacity utilization, which can negatively affect profitability. TTM's Speculative Grade Liquidity (SGL) rating of SGL-1 reflects the company's very good liquidity profile. This is supported by $450 million of cash (at quarter end January 1, 2024), a $150 million US ABL revolver, a $150 million Asia ABL revolver, and Moody's expectation for around $50 million in free cash flow in 2024. As of January 1, 2024, there was $80 million drawn on the Asia revolver and no amounts drawn under the US revolver. Availability under each revolver is also reduced by letters of credit, which totaled just over $30 million under both revolvers. The ratings assigned to TTM's individual debt instruments are based on the issuer's Ba2-PD Probability of Default Rating (PDR) as well as the individual Loss Given Default (LGD) assessments for the instruments. The Ba1 rating on the senior secured term loan, one notch above the CFR, is driven by the collateral it enjoys and the rating lift provided by the company's senior unsecured debt. The Ba3 rating for the company's senior unsecured notes is one notch below the CFR given their junior ranking in the capital structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if TTM achieves greater scale and diversification, consistent revenue growth and EBITDA margin expansion, and adjusted total leverage (inclusive of Moody's standard adjustments) is maintained below 2.5x. Ratings could be downgraded if TTM experiences sustained revenue or margin decline, adjusted total leverage (inclusive of Moody's standard adjustments) is sustained above 4.0x, or liquidity meaningfully weakens. The principal methodology used in these ratings was Manufacturing published in September 2021. TTM is a leading global manufacturer of technology solutions including mission systems, radio frequency ("RF") components and RF microwave/microelectronic assemblies, and quick-turn and technologically advanced printed circuit boards ("PCB"). The company's products are used for applications across a broad range of end markets including aerospace & defense (A&D), automotive, data center computing, networking, and medical, industrial and instrumentation markets. The company generated net sales of over $2.2 billion in the LTM period ended January 1, 2024. TUFFSTUFF FITNESS: Hires Hahn Fife & Company LLP as Accountant -------------------------------------------------------------- Tuffstuff Fitness International, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Hahn Fife & Company, LLP as accountant. The firm will prepare the Debtor's 2022 and 2023 tax returns, and any additional tax returns that would be needed. The primary person from the firm that will be working on the Debtor's matters is Donald T. Fife, with his hourly billing rate of $510. The firm will be paid a retainer in the amount of $2,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald T. Fife, a partner at Hahn Fife & Company, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Donald T. Fife, CPA Hahn Fife & Company, LLP 1055 East Colorado Blvd., 5th Floor Pasadena CA 91106 Telephone: (626) 792-0855 About Tuffstuff Fitness International, Inc. Tuffstuff Fitness International, Inc. is a manufacturer of consumer and commercial strength products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. C.D. Cal. Case No. 23-11905) on September 18, 2023. In the petition signed by Richard M. Reyes, Jr., chairman and CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Theodor Albert oversees the case. John Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Golubchick LLP represents the Debtor as legal counsel. TWO RIVERS FARMS: Seeks to Hire White Oak Advisors as Accountant ---------------------------------------------------------------- Two Rivers Farms F-2, Inc. filed an amended application seeking approval from the U.S. Bankruptcy Court for the District of Colorado to employ White Oak Advisors, LLC as its accountant. The firm will render these services: a. assist the Debtor with general finance and accounting needs; b. assist the Debtor with reviewing historical transactions and deconsolidating financial statements; c. assist the Debtor with preparing and filing various state and/or federal income tax returns; and d. assist in any ongoing company strategic initiatives, goals, and objectives or other tasks as requested. The firm will bill $275 per hour for the services rendered by Scott Caruthers, manager and sole member of White Oak Advisors. Mr. Caruthers assured the court that White Oak Advisors does not hold or represent any interest adverse to the Debtor and the bankruptcy estate, and is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14). The firm can be reached through: Scott A. Caruthers White Oak Advisors LLC 3483 White Oak Street Highlands Ranch, CO 80129 About Two Rivers Farms F-2, Inc. Two Rivers Farms F-2, Inc. in Denver, CO, filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 23-15627) on December 6, 2023, listing $615,000 in assets and $16,099,861 in liabilities. Greg Harrington as authorized representative of the Debtor, signed the petition. BUECHLER LAW OFFICE, L.L.C. serve as the Debtor's legal counsel. UGI INT'L: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has affirmed UGI International, LLC's (UGII) Long-Term Issuer Default Rating (IDR) and its senior unsecured debt at 'BB+'. The Outlook is Stable. The Recovery Rating on the senior unsecured debt is 'RR4'. The affirmation reflects the expected neutral impact of parent UGI Corporation's strategic review and forecast decrease of EBITDA leverage to 2.5x by FY24 (fiscal year end-September), from 3.2x in FY23, and versus its negative sensitivity of 3.0x. Fitch expects an EBITDA recovery in FY24, mainly supported by normalised weather conditions and the sale of its loss-making energy marketing business. UGII's ratings reflect its leading market position as a liquified petroleum gas (LPG) distributor in Europe, and a business model that is supported by customer and supplier diversification. Rating constraints are limited organic growth potential, smaller scale than investment-grade peers' and unfavorable long-term trends. KEY RATING DRIVERS Neutral Group Strategic Review: UGI Corporation's strategic review should have no direct impact on the credit profile of its fully-owned UGII, in its view. However, it is unknown what UGII's dividend policy will be in the medium term, which is subject to its performance and the parent's need for financial resources to strengthen the group's balance sheet. This in turn would mainly depend on the strategic decisions taken about its weaker North American LPG business. Energy Marketing Wind-Down: UGII's exposure to the energy marketing business is now limited following disposals in France, the UK, Belgium and portfolio wind-down in the Netherlands. This should contribute to a more stable operating margin and a less volatile balance sheet, which Fitch views as credit-positive. Fitch expects the contribution from this loss-making segment to be close to null in 2025. The value of hedging derivatives on the balance sheet is now back to pre-pandemic levels at USD32 million at end-2023. Temporarily High Leverage: Leverage for FY23 at 3.2x was above its negative sensitivity of 3.0x due to weaker-than-expected operational performance as unusually warm weather led to 9% lower volumes. UGI Corp's focus on deleveraging also led to higher cash distributions UGII to the parent. Recovery Expected in 2024: Fitch expects EBITDA leverage to reduce to 2.5x in FY24. Fitch expects a stronger FY24 performance, due to slightly colder temperatures (albeit still high versus historical trend) and much smaller losses from the smaller energy market business. Its recovery expectations also take into account UGII's year-over-year improvement of around USD50 million in EBIT in 1Q24, since the first two quarters tend to represent a majority of full-year LPG earnings. Updated Capital Allocation Priorities: After the large dividend distribution of more than USD300 million in FY23, Fitch expects lower levels close to USD200 million for FY24, while the trend from FY25 is uncertain and will be a key consideration for leverage and rating. Fitch understands from management that UGII may be called on to support deleveraging elsewhere in the group through sizeable distributions, possibly at the expense of additional expansion investments. However, Fitch assumes that distributions will remain consistent with the current rating, while a more aggressive-than-expected distribution policy could lead to a downgrade. Defensive Pricing Arrangements: Long-term margins have been fairly stable despite volume and pricing volatility, with higher margins in retail and tighter mark-ups for bulk customers. The contracts of most UGII customers have pricing arrangements, under which prices move in tandem with propane spot prices. Around 17% of UGII's LPG volumes are derived from fixed-price contracts, for which sold volumes are hedged with forward contracts. This structure of the supply contract portfolio has been stable. Structural Challenges Manageable: The LPG industry continues to face secular negative trends related to the energy transition that affect the business in the form of unfavorable legislation. However, Fitch does not expect these to have a material impact on UGII's business over the short-to-medium term. The affordability and leaner infrastructure of LPG should protect the industry in the short term. Over the long term, the introduction of renewable gases could also be a mitigation for well-positioned companies. Rating on a Standalone Basis: The IDR reflects UGII's Standalone Credit Profile (SCP), because Fitch assesses the legal, operational and strategic incentives for its ultimate majority shareholder, UGI Corp, to support UGII as 'Weak', in accordance with Fitch's Parent and Subsidiary Rating Linkage methodology. While UGII is one of the larger assets of UGI Corp, UGII's senior unsecured bonds and loans are non-recourse to the parent, with no guarantees or cross-default provisions. Although UGII raises debt independently, the parent has supported its funding. DERIVATION SUMMARY UGII is well-positioned relative to its Fitch-rated peers such as Vivo Energy Ltd. (BBB-/Stable) and Puma Energy Holdings Pte. Ltd (BB-/Positive). Vivo and Puma have more diversified businesses than UGII, with integrated downstream and midstream operations. Puma is more geographically diversified than UGII in emerging markets. Fitch views the less volatile operating environment and stronger governance environment in Europe (compared with emerging markets) for UGII as a mitigating factor for Europe's weak demand trend. UGII has a strong cash-generative, pre-dividend profile, with neutral to positive expected free cash flow (FCF, after dividends, albeit benefitting from flexible dividends) and higher average EBITDA margins than most of its peers. This is due to higher margins on retail propane and LPG sales (for home heating and cooking as well as industrial use) than Puma and Vivo, which are focused on highly competitive and low-margin retail motor fuel sales. UGII has a stronger financial profile than Puma, while Vivo has lower leverage than UGII. All three peers are slightly less capital-intensive than UGII. UGII is also better positioned than its sister company, AmeriGas Partners, L.P. (APU, BB-/Negative), which is also a large propane retailer. However, APU operates in a highly fragmented US market, with about a 15% market share. APU has much higher Fitch-estimated leverage, but stronger EBITDA margins. Its margin benefits from its ability to compete with small retail propane distributors in the US and to use its large size to lower or eliminate overhead costs while maintaining sales. APU has also become adept at managing EBITDA and gross margins, even in an environment of contracting sales and volatile propane prices. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer: - LPG volumes flat at around 1.7 million tonnes, and below the historical average, to FY27 - No contribution from the energy marketing business by 2026 - Total EBITDA around USD380 million in FY24 and stagnating at around USD330 million thereafter to FY27 - Effective interest rate at around 4% for FY24-FY27 - Capital expenditures of about USD105 million over the near-to-medium term - Cumulative dividends of USD400 million between FY24 and FY26 - US dollar at EUR1.08 to FY27 RECOVERY ANALYSIS UGII's term loan 'RR4' Recovery Rating reflects the debt's unsecured nature. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - Fitch currently does not anticipate an upgrade to the 'BBB' category. Upside is limited by UGII's business profile as an LPG distributor and lack of diversification towards other businesses with more robust long-term prospects. However, a material improvement of the business profile supported by increased scale and diversification while maintaining solid market shares would be positive for the credit profile Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - Weaker-than-Fitch-expected financial performance due to structurally lower profit margins, or mostly debt-funded M&As, resulting in EBITDA leverage persistently higher than 3.0x and EBITDA interest coverage weakening towards 7.0x. - Consistently higher dividends than forecast - Structurally negative FCF LIQUIDITY AND DEBT STRUCTURE Comfortable Liquidity: At end-January 2024, UGII's liquidity position composed of USD141 million cash on hand and USD335 million available under its revolving credit facility (RCF). The company's liquidity position is further supported by consistently neutral to positive FCF before distributions, a flexible dividend policy and potential contribution from the parent in periods of stress. This compares with no significant debt maturities until 2028, excluding RCF drawdowns. ISSUER PROFILE UGII is an LPG distributor in 17 European countries, heavily weighted towards France and with leading market position in other EU countries. 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 ----------- ------ -------- ----- UGI International, Inc. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ UNISYS CORP: Moody's Alters Outlook on 'B1' CFR to Negative ----------------------------------------------------------- Moody's Ratings affirmed Unisys Corporation's B1 corporate family rating, B1-PD probability of default rating and B1 senior secured notes rating. The speculative grade liquidity rating was downgraded to SGL-2 from SGL-1. The outlook was changed to negative from stable. The revision of the outlook to negative from stable reflects Moody's concerns that Unisys' cash needs for pension liability management could limit internal investment if the company cannot achieve mid-single-digit rate revenue growth in 2025 and profitability rate expansion in 2024 and 2025. Moody's anticipates Unisys may not generate adequate free cash flow to fund required cash pension contributions in 2024 and 2025. The affirmation of the B1 CFR reflects the company's moderately high debt to EBITDA, which Moody's expects will remain around 4.5 times, and EBITDA less capital expenditures to interest Moody's expects will remain above 2.0 times. The affirmation also reflects Unisys' good liquidity, featuring $388 million of cash as of December 31, 2023, and solid new contract bookings in 2023 that support the company's plans for accelerating revenue and profit growth over the next 12 to 18 months. Unisys has removed about $2 billion of pension liabilities from its balance sheet since 2020. The company faces future cash contributions to its US pension plan (assuming no changes in actuarial assumptions, pension asset performance, or regulatory changes that could alter future cash contribution requirements). Moody's expects the company may pursue liability reduction actions, using its cash to make required contributions, thereby reducing its underfunded status. Moody's considers the $741 million underfunded amount of Unisys's pensions as of December 31, 2023 as debt. Therefore, whether through liability management initiatives or cash contributions, reductions in the amount of underfunding are equivalent to debt repayment. Moody's anticipation of both debt reduction and EBITDA growth are important supporting factors for the B1 CFR given the limited amount of free cash flow expected in 2024. RATINGS RATIONALE The B1 CFR reflects Unisys' moderately high debt to EBITDA of 4.3 times as of December 31, 2023, small scale relative to larger competitors, and the challenges of operating within the highly competitive information technology (IT) services industry. Over 75% of revenue comes from recurring sources, comprised of software license renewals, maintenance and digital workplace services and outsourcing contracts. Although certain contracts tend to depress profitability in the initial implementation phase, these contracts provide a base of recurring revenues once the company begins to recognize revenues. These relationships also provide a customer base into which Unisys can sell additional services. Recent strong bookings activity supports Moody's anticipation for revenue growth. Moody's expects over 100 basis points of EBITDA margin expansion from just below 15% in the year ended 31 December 2023 back to above 16% in 2025, driven by relatively strong growth in higher margin segments and expense management initiatives. The declining EBITDA margin over the last three years, down from 19% in 2021, pressures the credit profile. All financial metrics cited reflect Moody's standard adjustments. Evolving technologies and customer requirements require continued investment in solutions that can materially influence the profitability of a contract over time. Unisys competes against much larger organizations, such as Accenture plc (Aa3 stable), DXC Technology Company (Baa2 stable) and Kyndryl Holdings, Inc. (Baa2 stable), and non-US and low-cost providers, like Infosys Limited (Baa1 stable) and Tata Consultancy Services Limited (Baa1 stable). Unisys' credit profile benefits from the diverse end markets that it serves, including commercial, financial institutions, and public sector, which contributes to revenue stability given the differing demand drivers of each of these separate end markets. The stream of high margin, although highly volatile, software license revenues from its Enterprise Computing Solutions segment significantly improves Unisys's profit margin and cash flow during periods of increased scheduled software license renewals, somewhat explaining the multi-year declining profitability rate trend. Moody's expects that Unisys will use cash and free cash flow for pension liability contributions and small acquisitions to bolster its service offerings. The revision of the speculative grade liquidity rating to SGL-2 from SGL-1 reflects Moody's anticipation for limited free cash flow in 2024. Unisys' good liquidity is underpinned by its $388 million cash balance as of December 31, 2023 and the unrated $145 million asset-based revolver expiring October 2025, which is secured by accounts receivable. Moody's expects that Unisys will remain in compliance with the financial covenant on the ABL over the next 12 to 15 months. The company expects to make about $20 million of pension payments in 2024 and over $100 million in 2025. The $485.0 million of 6.875% senior secured notes due 2027 are rated B1, in line with the B1 CFR. The 2027 Notes benefit from upstream guarantees from certain domestic subsidiaries and the cushion of unsecured liabilities. However, the 2027 Notes are effectively subordinated to the asset-based revolver, which is secured by a priority claim in eligible accounts receivable. The 2027 Notes' indenture permits the issuance of first lien debt with priority ahead of the 2027 Notes in the collateral waterfall. The current B1 debt instrument rating could be downgraded should Unisys issue a new tranche of senior secured first lien debt. The negative outlook reflects Moody's concern that revenue growth and profitability rate expansion may not be sufficient to lead to strong free cash flow growth over the next 12 to 18 months. The outlook could be revised to stable from negative if Unisys maintains a good liquidity profile while improving its solutions offering through increased investment and M&A, Moody's expects debt to EBITDA will decline towards 4.0 times while free cash flow to debt will remain above 5%. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, an upgrade in the near term is not expected. However, over the longer term, the ratings could be upgraded if Unisys achieves organic revenue growth in a mid-to-high-single-digit percentage range, sustains free cash flow to debt above 8%, takes steps required to bring the US and international pension plans to fully-funded status and maintains a conservative financial policy. The ratings could be downgraded if Unisys is unable to grow revenue organically or if profitability or cash flow generation weakens such that FCF/debt remains below 5% on a more than temporary basis. A diminished liquidity profile or more aggressive financial strategies, featuring large, debt-funded acquisitions or shareholder returns and a tolerance for greater debt leverage could also lead to lower ratings The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Unisys Corporation, based in Blue Bell, Pennsylvania, provides information technology services and enterprise server hardware worldwide. The company's service offerings include digital workplace solutions, cloud and infrastructure solutions, enterprise computing solutions, business process solutions and cybersecurity solutions. Moody's expects 2024 revenue of about $2 billion. UNITED SITE SERVICES: Lenders Tap Moelis for Financial Advice ------------------------------------------------------------- Reshmi Basu of Bloomberg News reports that a group of lenders to United Site Services Inc. has tapped Moelis & Co. for financial advice, as the portable toilet rental firm's loan continues to trade at distressed levels, according to people familiar with the situation. Clearlake Capital Group is among the funds holding a position in the company's debt, said the people, who asked not to be identified discussing a private matter. The cohort had earlier retained Akin Gump Strauss Hauer & Feld for assistance as the company — owned by Tom Gores' Platinum Equity — contended with a decline in third-quarter earnings. About United Site Services United Site Services Inc. provides portable sanitation and related site services. VALUE PRICE: Hires Keery McCue PLLC as Legal Counsel ---------------------------------------------------- Value Price Auto, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Keery McCue, PLLC as its counsel. The Debtor requires legal counsel to: (a) prepare pleadings and applications; (b) conduct examinations incidental to administration; (c) advise the Debtor of its rights, duties, and obligations under Chapter 11 of the Bankruptcy Code; (d) take any and all other necessary action incident to the proper preservation and administration of this Chapter 11 estate; and (e) advise the Debtor in the formulation and presentation of a plan pursuant to Chapter 11 of the Bankruptcy Code, the disclosure statement and concerning any and all matters relating thereto. The firm will charge at an hourly rate of $185 to $475 for its services. Patrick Keery, Esq., an attorney at Keery McCue, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Martin J. McCue, Esq. Patrick F. Keery, Esq. Keery McCue, PLLC 6803 East Main Street, Suite 1116 Scottsdale, AZ 85251 Telephone: (480) 478-0709 Facsimile: (480) 478-0787 Email: mjm@keerymccue.com pfk@keerymccue.com About Value Price Auto, LLC Value Price Auto, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 23-09215) on Dec. 22, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Madeleine C. Wanslee oversees the case. Jim Gaudiosi, Esq., at Jim Gaudiosi, Attorney at Law PLLC, is the Debtor's legal counsel. VIAVI SOLUTIONS: Fitch Lowers LongTerm IDR to 'BB-', Outlook Stable ------------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Rating (IDR) and senior unsecured notes of Viavi Solutions Inc. to 'BB-' and 'BB-'/'RR4' from 'BB' and 'BB'/'RR4', respectively. Fitch has also assigned a 'BB+'/'RR2' to the proposed seven-year term loan B that forms part of the proposed financing for the acquisition of Spirent Communications PLC. The Rating Outlook is Stable. The rating action follows the announcement that Viavi has entered into an agreement to acquire Spirent in an all cash transaction valued at GBP1,005 million, or USD eq. 1,277 million. The transaction adds complementary test and measurement offerings to Viavi, provides diversification and new growth opportunities, as well as builds out Viavi's R&D capabilities. Despite the benefits of the acquisition to Viavi's business profile, the proposed acquisition financing structure weakens its financial profile with Fitch forecasting pro forma EBITDA leverage approaching 6x during 2025. KEY RATING DRIVERS Debt Funded Transaction: The proposed approximately $1.3 billion acquisition of Spirent is planned to be financed by a $800 million seven-year term loan, a $400 million convertible note issued to Silver Lake Partners and Viavi cash. Viavi has also put in place a five-year $100 million undrawn senior secured revolving facility. Pro forma for a full year of combined results in 2025, Fitch forecasts fiscal 2025 leverage to be 5.8x, with leverage trending towards 4.1x by the end of fiscal 2027. The downgrade is largely attributable to the increase in EBITDA leverage to higher than Viavi's previous 3.5x EBITDA leverage downgrade sensitivity. Expected Structurally Higher Leverage: Viavi has stated its intent to prioritize debt paydown from FCF to reduce its gross and net leverage below 4.0x and 3.0x respectively over the longer-term. These are higher levels than Viavi operated at in recent years with standalone leverage in 2020 to 2022 between 2.1x - 2.7x, before increasing to 3.6x in 2023. At the time of Fitch's last review, Fitch viewed the 3.6x as a temporary exception above the 3.5x leverage sensitivity, before starting a deleveraging trend. Viavi's post-acquisition pro forma leverage and potential deleveraging path towards 4.0x is more consistent with 'BB-' levels than typical 'BB' levels. Complementary Product Portfolios: Spirent's product portfolio of automated testing and assurance solutions for networks, security and positioning complements Viavi's, providing the combined company a more diverse offering across its markets, as well as entry into new markets. The combined company aims to build upon its greater engineering, R&D and design capabilities to accelerate new technology development and production development. Potential Cost Synergies: Within two years of acquisition close Viavi anticipates it can achieve up to $75 million in cost synergies. Viavi views Spirent's R&D capabilities as additive and expects to find efficiencies across areas including operations, design, engineering tools and supply chain. Spirent's low capital investment and external fabrication practices improve the likelihood that Viavi can achieve these synergies as planned. Strong Existing Market Position: Viavi is a top-five provider in the test and measurement space and enjoys leading market positions in wireline cable, access, metro and transport, fiber, wireless RAN-to-core, as well as land-mobile and military radio, navigation, communication and transponders. Additionally, Viavi is a leader in anti-counterfeiting pigment materials, as well as 3D sensing optical filters and diffusers used in mobile phones. Segment End-Market Diversification: Viavi's standalone revenue composition includes about 72% from the Network and Service Enablement segments, inclusive of core test and measurement and network optimization. The remaining 28% comes from the highly entrenched Optical Security and Performance Products segment, which primarily provides the anti-counterfeiting pigments needed for physical currency. These segments' drivers are reasonably uncorrelated, and the differences in end users and demand factors provides diversification benefits to Viavi's credit profile. For example, the counter-cyclicality of the anti-counterfeiting business, which is concentrated, is driven in weaker economic environments by fiscal and monetary stimulus support programs that drive bank note growth. Technology Trends Support Demand: Viavi benefits from exposure to both development and field deployment of wireless and wireline communication technologies. Increased fiber deployment in homes, data centers and wireless backhaul increases demand for Viavi's test and measurement offerings applicable to client manufacturing operations and its network management solutions, while development of 800 gigabit per second (Gbit/s) and 1.6 terabit per second (Tbit/s) ethernet speeds support demand for module prototype and lab-test solutions. Transition to 5G wireless has benefited Viavi through relationships with service providers that provide demand growth as their networks are built out, while 6G development supports deeper engagement with key wireless equipment providers. The company's 3D sensing offering for mobile phone applications has grown in the iOS ecosystem and the potential for eventual adoption within android-based phones may significantly expand market potential. Growth from advanced driver assisted systems automotive applications should also support demand for Viavi's optical filters and diffusers. DERIVATION SUMMARY Viavi is a competitor of Keysight Technologies, Inc. (BBB+/Stable) in its Network Enablement segment. Keysight enjoys larger overall revenue scale of over $5 billion compared to the approximately $1.7 billion Fitch forecasts for the proforma Viavi. Keysight's credit profile benefits from higher operating EBITDA margins above 30% compared with closer to 20% for Viavi. Viavi has historically maintained a fairly conservative capitalization between 2x and 3x, but pro forma the acquisition Fitch forecasts 5.8x EBITDA leverage for 2025. This compared with EBITDA leverage of 1.0x for Keysight in their most recent fiscal year end. Coherent Corp. (BB/Stable) is a competitor of Viavi's in the optical security and performance products segment, which produces optical filters used in 3D sensing. Coherent generates revenue over $5 billion similarly to Keysight, but with the exception of Viavi's lower 2023 EBITDA margins, is historically closer to Viavi's EBITDA margins in the mid-20s. Traditionally both company's leverage levels have been generally comparable with both ending 2023 at 3.6x. TTM Technologies, Inc (BB/Stable), which manufactures printed circuit boards, generates approximately $2.5 billion in sales but has a lower EBITDA margin structure than Viavi. EBITDA leverage for TTM's most recent fiscal year end was 2.9x. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer Include - Closing of the Spirent acquisition occurs in 2H2024. Fiscal 2025 results beginning July 2, 2024 are pro forma the acquisition. Financing occurs as planned; - Forecast revenues benefit modestly from 5G infrastructure buildout, fiber upgrade cycle, as well as testing and development of 6G wireless and 800 Gbit/1.6 Tbit ethernet. - Forecast revenue informed by Fitch's 'Global Economic Outlook - December 2023' GDP forecast. - $75 million in cost synergies achieved over two years completing in fiscal 2027; - Annual share repurchases approximately equivalent to 50% of FCF. No dividends paid during forecast; - Silver Lake notes are not converted during forecast period, and interest is paid in cash; - Base interest rates applicable to the company's outstanding variable rate debt obligations reflects current SOFR forward curve between 5% and 3.5%. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage sustained below 3.5x; - Sustained organic mid-single digit growth; - Evidence of a decrease in revenue and EBITDA margin volatility. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage sustained above 4.5x post acquisition deleveraging; - Neutral FCF margins; - Trend of zero, or declining, organic revenue; - Inability to reduce debt with FCF. LIQUIDITY AND DEBT STRUCTURE Standalone Cash Supplemented by ABL Facility: Viavi had $544 million in cash and cash equivalents, excluding approximately $25 million of short-term investments and $3.1 million of restricted cash at Dec. 30, 2023. The company has access to drawings on its ABL revolving credit facility, which had $159 million borrowing available and matures on Dec. 30, 2026. Pro forma the Spirent acquisition, liquidity is planned to be supported a new $100 million senior secured revolving facility. ISSUER PROFILE Viavi is a provider of network test, monitoring and assurance solutions as well as optical solutions for hard currency anti-counterfeiting pigments and 3D sensing. 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 ----------- ------ -------- ----- Viavi Solutions Inc. LT IDR BB- Downgrade BB senior unsecured LT BB- Downgrade RR4 BB senior secured LT BB+ New Rating RR2 VICTORY CLEANING: Hires J Tenbrink & Associates as Accountant ------------------------------------------------------------- Victory Cleaning Systems, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ J Tenbrink & Associates as accountant. The firm will assist the Debtor in the preparation of its income tax returns for the tax years 2020-2022 and 2023's returns. The firm will be paid at the rate of $300 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jerry Tenbrink, CPA J Tenbrink & Associates 11272 South Ridgeview Road Olathe, KS 66061 Tel: (913) 894-6214 About Victory Cleaning Systems, Inc. Victory Cleaning Systems, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 24-40010) on Jan. 5, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge Cynthia A. Norton oversees the case. Ryan A. Blay, Esq., at Wm Law represents the Debtor as bankruptcy counsel. VISTRA ZERO: Fitch Assigns 'BB' Rating on $700M Secured Term Loan B ------------------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR2' rating to Vistra Zero Operating Company, LLC's (Vistra Zero) announced issuance of $700 million senior secured term loan B due in 2031. Vistra Zero is an indirect subsidiary of Vistra Corp. (Vistra; BB/Stable). The term loan B is non-recourse to Vistra and reflects Vistra Zero's credit profile following the term loan issuance. Vistra's ratings are not impacted by this transaction. The rating reflects Vistra Zero's long-term contracted cash flows from a portfolio of battery storage and solar projects. A key credit weakness is Vistra Zero's cash flow concentration in two battery storage systems with a short operational history. KEY RATING DRIVERS Highly Concentrated Portfolio a Key Risk: Vistra Zero is a newly formed indirect subsidiary of Vistra that will hold Vistra's 1.4 GW portfolio of six unlevered solar and battery storage assets in California and Texas. Vistra Zero's portfolio is highly concentrated compared to other generators, as around 80% of EBITDA is projected to come from its Moss 400 and Moss 350 battery storage systems in California. Battery Storage Operational Issues: Past operational incidents at one of the company's largest projects, Moss 400, and a short operational history across most of the portfolio are primary credit concerns. Moss 350 is a newly operational project, with a very short operational history. It has been operating at high availability factors since it became operational in June 2023. Continued stable operation of its largest cash flow contributors is critical to maintaining the rating. Moss 400 went in service in 2021, but has had incidents related to its water-based heat suppression system that inadvertently disbursed water on the batteries impacting operations in 2021 and 2022, emphasizing disproportioned portfolio exposure to operations related event risk. Those incidents have been resolved and the project has been operating with an average availability factor of more than 90% since mid-2022, which mitigates some of the concerns. In addition, Vistra has in place an insurance program in case of cash flow interruption. Long-term Contracted Cashflows: Vistra Zero's portfolio is expected to produce predictable cashflows underpinned by long-term contracts, a credit positive. Contract offtakers are Pacific Gas and Electric Company (PG&E; BB+/Stable) and Vistra, both creditworthy counterparties, each accounting for about 50% of EBITDA. Vistra Zero's long-term contracts are either power purchase agreements (PPAs) for the solar projects and tolling/resources adequacy agreements for the storage projects. Vistra Zero does not have material commodity risk exposure. Stable Leverage Metrics: Vistra Zero's EBITDA leverage is projected to average around 5.1x over 2024-2027 assuming the issuance of $700 million term loan B, supported by a stable and fully contracted portfolio. FFO interest coverage is projected to be stable at around 3.0x over the forecast period and sufficient to service mandatory 1 % annual amortization, with no cash flow sweep assumed. In addition, projected maintenance capex needs over the forecast period are expected to be covered with the cash flows from the projects. Fitch assumes the remaining FCF will be distributed to Vistra. Based on the draft term sheet, dividend distributions are allowed as long as FFO coverage ratio remains above 1.75x. Any liquidity requirements, such as letter of credit postings, will be provided by Vistra under an energy management services agreement. DERIVATION SUMMARY Vistra Zero's closest peers in Fitch's coverage universe are Leeward Renewable Energy Operations, LLC's (LREO; BB-/Stable) and Pattern Energy Operations LP's (PEO; BB-/Stable), which both own a portfolio of renewable wind assets. LREO's operating scale in terms of generation capacity of around 2.5 GW across 24 assets, and 3.6 GWs (proportionate capacity) at PEO compare favorably versus Vistra Zero's smaller scale at 1.4 GW with concentration in battery storage assets. In addition, LREO's and PEO's distributions although concentrated are more diversified than Vistra Zero's. LREO's and PEO's top five projects contributed close to 60% of distributions in 2022, compared to Vistra Zero' where 80% of EBITDA contribution is expected from two projects. LREO's and PEO's remaining contract life is lower at nine and 12 years, respectively, versus Vistra Zero's at 17 years. Fitch rates LREO and PEO on a deconsolidated basis because their portfolios comprise assets financed using non-recourse project debt or with tax equity. Fitch forecasts LREO's holdco FFO only leverage at around 3.5x-3.7x in 2023-2024 and PEO's in the low 4.0x range in 2023-2025, versus Vistra Zero's where EBITDA leverage is forecasted to average 5.1x over the forecast period. KEY ASSUMPTIONS - Vistra Zero's EBITDA projections reflect PPAs, Tolling and Resource Adequacy long-term contracts in place at the projects; - $700 million of term loan B issuance at a rate SOFR plus 3.25% spread and 1% annual amortization; - Vistra Zero's term loan proceeds and all FCF is distributed to Vistra; - Maintenance capex assumes battery augmentation at Moss 400 and Moss 350; - No additional debt issuance nor asset contributions at Vistra Zero over the forecast period; - Allocation of corporate overhead costs from Vistra. RECOVERY ANALYSIS The term loan rating at Vistra Zero is notched in relationship to Vistra Zero's implied Issuer Default Rating as a result of the relative recovery prospects in a hypothetical default scenario. The Recovery Rating 2 (RR2) for Vistra Zero's term loan B is based on a scenario where Moss 350 battery storage goes permanently out of service following a fire incident. PG&E terminates the contract that represents close to 40% of the EBITDA, close to the maturity of the current term loan. Vistra Zero is therefore not able to refinance the loan and files for bankruptcy. Fitch values the remaining solar and battery storage generation assets that guarantee the debt using a net present value (NPV) analysis. For the NPV of generation assets used in Fitch's recovery analysis, Fitch uses the plant valuation provided by its third-party power market consultant, Wood Mackenzie, as well as Fitch's own assumptions. The NPV analysis for generation portfolio yields approximately an average of $560/kW for the battery and solar assets. Using this going concern NPV and a 10% administrative claim in the recovery calculation as specified in Fitch's Corporates Notching and Recovery Ratings Criteria, the agency determines the term loan's recovery rating to be 'RR2'. This indicates superior recovery prospects (in the range of 71%-90%). RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - A material increase in fuel and geographic diversification at Vistra Zero; - Established track record of stable EBITDA generation; - EBITDA leverage lower than 5.0x on a sustained basis. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Underperformance in the underlying assets that lends material variability or shortfall to expected cash flow; - EBITDA leverage above 6.0x on a sustained basis. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Any liquidity requirements at Vistra Zero, such as letter of credit postings, will be provided by Vistra under its Energy Management Services Agreement. Cash flow is expected to be predictable and stable reflective of the long-term fixed fee contracts. Vistra Zero should generate enough cash to support its capex needs. Vistra Zero is raising a $700 million term loan B (seven-year maturity; 1% annual amortization, no cash sweep) for Vistra's general corporate purposes. The debt will be non-recourse to Vistra and will be secured by Vistra Zero's assets. ISSUER PROFILE Vistra Zero Operating Company is a newly formed indirect subsidiary of Vistra Corp. holding a 1.4 GW portfolio of six operating solar generation and energy storage assets in California and Texas. DATE OF RELEVANT COMMITTEE 13 February 2024 Entity/Debt Rating Recovery ----------- ------ -------- Vistra Zero Operating Company, LLC senior secured LT BB New Rating RR2 VITAL ENERGY: Moody's Rates New Senior Unsecured Notes 'B2' ----------------------------------------------------------- Moody's Ratings assigned a B2 rating to Vital Energy, Inc.'s proposed offering of senior unsecured notes. Vital's existing ratings, including its B1 Corporate Family Rating, B1-PD Probability of Default Rating, existing B2 senior unsecured notes ratings, and SGL-2 Speculative Grade Liquidity Rating (SGL) and stable outlook are unchanged. The net proceeds from the proposed notes offering are expected to be primarily used to fund tender offers to purchase up to $550 million in aggregate principal amount of the following notes: (a) 2028 notes (subject to a $475 million tender cap) and (b) 2030 notes (subject to a $75 million tender cap). "Vital's notes issuance is opportunistically refinancing existing debt to extend maturities," commented Amol Joshi, Moody's Vice President – Senior Credit Officer. RATINGS RATIONALE The B2 rating on the proposed senior unsecured notes is in line with Vital's existing senior unsecured notes ratings. The new notes will rank equally with its existing notes. The unsecured notes are rated one notch below Vital's B1 CFR, reflecting the priority claim of the senior secured credit facility that has a first lien on most of Vital's assets. Vital's B1 CFR benefits from its production and reserve base in the Permian Basin, high degree of operational control, retained gathering assets within its legacy production corridors and management's track record of mitigating cash flow volatility by hedging a significant proportion of its oil and gas production. The company is challenged by its moderate scale and a meaningful proportion of lower return legacy natural gas reserve base. Vital's strategy is to focus drilling on its more oily acreage to raise the proportion of profitable production while significantly reducing new drilling activity on its legacy acreage. This should support oil content in the company's production mix, which reinforces margins and returns as long as capital and operating costs remain under control. While the oil proportion of its production mix is higher, Vital has pursued acquisitions to bolster its limited high impact footprint. The strategy entails significant capital expenditures required to acquire and develop undeveloped acreage and grow oil production. As activity in its core Howard County acreage will be limited by drilling inventory, the company is expected to transition activity to its acquired acreage elsewhere, including in the Delaware Basin. Vital's SGL-2 Speculative Grade Liquidity Rating reflects its good liquidity. At December 31, the company had about $14 million of cash and $135 million of outstanding borrowings under its credit facility. The revolver has a borrowing base of $1.5 billion with an elected commitment of $1.25 billion and matures in September 2027. Vital 's revolver has financial covenants including maximum Consolidated Total Leverage Ratio of 3.5x and current ratio of at least 1x. Vital's next notes maturity will be in January 2028. Moody's expects the company to have comfortable headroom under its covenants into 2025. Vital's stable rating outlook is based on Moody's expectation that Vital should maintain solid leverage metrics while managing its capital program and liquidity prudently. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if Vital consistently generates positive free cash flow while balancing leverage and any shareholder returns in line with actual results and cash flow, grows oil production and inventory in a supportive commodity price environment, leveraged full cycle ratio (LFCR) sustainably exceeds 1.5x and retained cash flow (RCF) to debt exceeds 50%. Moody's could consider a downgrade if Vital's production volumes materially decline, RCF to debt falls below 25%, liquidity deteriorates significantly or the company borrows to fund acquisitions or shareholder returns causing debt to grow materially faster than cash flow. Vital Energy, Inc. is a Tulsa, Oklahoma based publicly traded independent exploration and production company with primary assets in the Permian Basin. The principal methodology used in this rating was Independent Exploration and Production published in December 2022. VITAL ENERGY: S&P Rates New $575MM Senior Unsecured Notes B ----------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '4' recovery rating to U.S.-based crude oil and natural gas exploration and production company Vital Energy Inc.'s proposed $575 million senior unsecured notes due 2032. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 45%) recovery of principal to creditors in the event of a payment default. S&P said, "At the same time, we revised our recovery rating on the company's existing senior unsecured notes to '4' from '3'. The lower recovery rating reflects both a decline in Vital's year-end PV10 value of proved reserves under our recovery price assumptions and the increase in its outstanding debt. Our 'B' issue-level rating on the existing notes is unchanged." The following debt issuances were affected by the change in recovery rating (amounts shown are as of Dec. 31, 2023): -- $700 million of 10.125% senior unsecured notes due 2028; -- $298 million of 7.75% senior unsecured notes due 2029; and -- $500 million of 9.75% senior unsecured notes due 2030. The company intends to use the proceeds from the new senior unsecured notes, along with additional cash from its balance sheet and/or borrowings on its reserve-based lending (RBL) credit facility, to repay up to $475 million in aggregate principal amount of its $700 million 10.125% senior unsecured notes due 2028 and up to $75 million in aggregate principal amount of its $500 million 9.75% senior unsecured notes due 2030 through cash tenders. The cash tender offer for the 2028 notes involves a total cash consideration of $1,051.88 per $1,000.00 of principal face value, while the cash tender offer for the 2030 notes entails a total cash consideration of $1,092.50 per $1,000.00 of principal face value. S&P does not expect the transactions will materially affect its forecast financial metrics for Vital. Therefore, S&P's 'B' issuer credit rating and positive outlook on the company are unchanged. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario for Vital assumes a period of sustained low commodity prices consistent with the conditions of past defaults in this sector. -- S&P based its valuation of the company's proved reserves on a company provided PV10 report as of Dec. 31, 2023, using its recovery price deck assumptions of $50 per barrel for West Texas Intermediate crude oil and $2.50 per million Btus for Henry Hub natural gas. -- S&P's analysis assumes that the lender commitments on the company's senior secured RBL credit facility are maintained at the current $1.25 billion elected commitment amount before default. -- S&P's analysis assumes that $475 million of the 2028 notes and $75 million of the 2030 notes are tendered for and fully repaid. Simulated default assumptions -- Simulated year of default: 2027 Simplified waterfall -- Net estimated valuation (after 5% administrative costs): $1.94 billion -- Secured first-lien debt claims: $1.22 billion --Recovery expectations: Not applicable -- Value available to repay senior unsecured claims: $0.72 billion -- Senior unsecured debt claims: $1.59 billion --Recovery expectations: 30%-50% (rounded estimate: 45%) Note: All debt amounts include six months of prepetition interest. VIVO TECHNOLOGIES: Unsecureds to Split $45K over 60 Months ---------------------------------------------------------- Vivo Technologies, LLC submitted a First Amended Plan of Reorganization dated March 7, 2024. The Debtor generates revenue through equipment sales and consulting, design, and support services which help businesses implement conference room audiovisual innovations and interoffice/outside communication platforms. Class 3 consists of the claim of McCormick 101, as assignee of Arizona Bank & Trust, a division of HTLF Bank, which is secured by a lien in the Debtor's personal property as detailed in the underlying loan documents. The Allowed Class 3 Claim of McCormick 101 will be treated as fully secured under the Plan. Debtor will continue to directly make to ABT the regularly scheduled monthly loan payments in accordance with the underlying loan documents. McCormick 101 shall retain its lien against the Debtor's personal property until the Allowed Class 3 Claim has been paid in full as provided in the underlying loan documents. Class 4 consists of the claim of McCormick 101, as assignee of New Mexico Bank & Trust, a division of HTLF Bank, which is secured by a lien in the Debtor's personal property. The Allowed Class 4 Claim of McCormick 101 will be treated as fully secured under the Plan and paid in full over a period of 6 years with interest at the rate of 9% per annum. The Debtor will make interest-only payments to McCormick 101 for 53 months in the amount of $1,809.30 per month; and then, after payment in full of Administrative Claims and Priority Tax Claims, the Debtor will pay make principal and interest payments to McCormick 101 for 19 months in the amount of $13,670.47 per month. Class 5 consists of all Claims that are General Unsecured Claims. In full and final satisfaction of each Allowed Class 5 Claim, the Allowed Class 5 General Unsecured Creditors will share in total distributions of $45,331.65 no later than month 60. Debtor reserves the right to pay off the Class 5 Claims early, but Class 5 will only receive distributions of $45,331.65. Debtor will make quarterly pro rata distributions to the holder of each Allowed General Unsecured Claim from the Class 5 Payments, up to the full amount of each holder's Allowed General Unsecured Claim. The Class 5 Claims are impaired and entitled to vote on the Plan. The Reorganized Debtor will generate income from operating its business to fund all payments due under the Plan. The Reorganized Debtor will fund the Plan from its monthly Projected Disposable Income received by the Debtor for 60 months. In its discretion, the Reorganized Debtor may contribute any cash on hand as of the Effective Date for distribution under the Plan, provided that the Reorganized Debtor shall not pay in the aggregate more than the 60-month Projected Disposable Income under the Plan. A full-text copy of the First Amended Plan dated March 7, 2024 is available at https://urlcurt.com/u?l=jTBHwz from PacerMonitor.com at no charge. Attorney for the Debtor: M. Preston Gardner, Esq. Davis Miles McGuire Gardner, PLLC 40 E. Rio Salado Pkwy., Suite 425 Tempe, AZ 85281 Telephone: (480) 733-6800 Facsimile: (480) 733-3748 Email: efile.dockets@davismiles.com About Vivo Technologies Vivo Technologies, LLC, is a modern and holistic unified communications and collaboration (UCC) solutions provider. Vivo has evolved the process for designing, deploying, and supporting UCC solutions. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02964) on May 5, 2023. In the petition signed by Spencer Jones, manager, the Debtor disclosed up to $10 million in both assets and liabilities. M. Preston Gardner, Esq., at Davis Miles McGuire Gardner, PLLC, is the Debtor's legal counsel. WALTER'S TRANSPORT: Wins Cash Collateral Access Thru June 30 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Walter's Transport, Inc. to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance, through June 30, 2024. The Debtor requires use of cash collateral to continue in the ordinary course and to maintain the value of its bankruptcy estate. As previously reported by the Troubled Company Reporter, prior to the filing of the case, the Debtor believed its business was growing business. Gross revenues totaled $3.4 million and $4.345 million for 2021 and 2022 respectively. However, downturns in the trucking industry as a whole could not have come and a more inopportune time. Work orders began to slow and hauling fees were reduced. As a result, the Debtor was forced to begin scaling back operations and was unable to meet the requirements of its creditors. During this time debtor was forced to seek loans in an attempt to make ends meet. The entities that assert an interest in the Debtor's cash collateral are OTR Solutions, National Funding, Mantis Funding, Austin Business Finance, Ultra Funding, Wex Bank, Equify Financial, and the U.S. Small Business Administration. To the extent of the aggregate diminution of value, if any, of their respective interests in the cash collateral, the Lenders will have valid and perfected additional and replacement security interests in, and liens upon all of the relevant debtor's right, title and interest in, to, and under all of debtor's now owned and after-acquired cash, and cash collateral. The U.S. Small Business Administration is granted replacement liens encumbering all property of the Debtor's estate acquired or generated after the petition date to the same extent, validity, and priority to which their liens attached before the petition. The Replacement Liens will be deemed automatically valid and perfected with such priority as provided in the Order without any further notice or act by any party that may otherwise be required under any other law. A copy of the order is available at https://urlcurt.com/u?l=VsWmaq from PacerMonitor.com. About Walter's Transport, Inc. Walter's Transport, Inc. is a trucking and logistics company operating since 2014. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-30507) on February 5, 2024. In the petition signed by Nicolas Di Pardo, president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Eduardo V Rodriguez oversees the case. Michael L. Hardwick, Esq., at MICHAEL HARDWICK LAW, PLLC, represents the Debtor as legal counsel. WESTERN DENTAL: $490MM Bank Debt Trades at 40% Discount ------------------------------------------------------- Participations in a syndicated loan under which Western Dental Services Inc is a borrower were trading in the secondary market around 60.3 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $490 million facility is a Term loan that is scheduled to mature on August 18, 2028. The amount is fully drawn and outstanding. Western Dental Services, Inc., a dental and oral health maintenance organization, provides dental and oral health care services in California, Arizona, Nevada, and Texas. Western Dental Services, Inc. operates as a subsidiary of Premier Dental Services Inc. WINDSOR TERRACE: $1MM DIP Loan for New Debtors Has Final OK ----------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, authorized two affiliated debtors of Windsor Terrace Healthcare, LLC to use cash collateral and obtain post-petition financing, on a final basis. Windsor Sacramento Estates, LLC and Windsor Hayward Estates, LLC -- the New Windsor Debtors -- are permitted to obtain post-petition financing in the aggregate principal amount not to exceed $1 million from RT Lending, LLC. On June 30, 2023, the Debtors entered into credit and security agreements with MidCap Funding IV Trust, as agent and as a Prepetition Non-HUD Lender. The Prepetition Non-HUD Lenders provided the Prepetition Non-HUD Borrowers with a secured revolving credit facility in the maximum principal amount of $16.7 million and a secured term loan facility in the maximum principal amount of $4.5 million, and a secured revolving credit facility in the maximum principal amount of $12 million. As of the Petition Date, the total indebtedness owed under MidCap Loan Agreements was approximately $13.5 million. The New Windsor Debtors, on behalf of their estates, are authorized to use cash collateral in accordance with the terms of the Final Order through the earlier of (i) August 31, 2024, (ii) effective date of the Debtors' confirmed plan of reorganization, (iii) a Termination Date, and (iv) such other date as agreed to in writing by the New Windsor Debtors and the Prepetition Lender; provided, that, nothing will be deemed to prejudice, waive, limit, impair or affect the New Windsor Debtors', the Committee's or any party-in-interest to object to such termination, or the New Windsor Debtors' right or ability to file a motion seeking further use of cash collateral. As adequate protection for the New Windsor Debtors' use of cash collateral, the Secured Creditors are granted Adequate Protection Liens. The Secured Creditors include Popular Bank, a New York State chartered commercial bank, which is a creditor to debtor Windsor Terrace Healthcare, LLC, and a non-debtor party, Windsor Healthcare Sepulveda, LLC, the landlord of the affected facility. Windsor Healthcare Sepulveda is not a debtor in the proceedings. To the extent of the Diminution in Value of the Agent's interests, the Prepetition Lenders and the other Secured Creditors in the Prepetition Collateral, the Agent, for its own benefit and for the benefit of the Prepetition Lenders, and the other Secured Creditors are granted allowed superpriority administrative expense claims in the same priority as the Replacement Liens, to the extent provided by 11 U.S.C. sections 503(b) and 507(b), in the Chapter 11 Cases and any Successor Case against the Debtors' estates against which the Agent, the Prepetition Lenders and the Secured Creditors have allowed secured claims. The events that constitute an "Event of Default" include: (a) if either of the New Windsor Debtors' Chapter 11 cases are converted to a case under chapter 7 of the Bankruptcy Code, (ii) any of the New Windsor Debtors' bankruptcy cases are dismissed; or (iii) any New Windsor Debtor will file any pleading requesting such relief; (b) the entry of an order appointing a trustee or an examiner with expanded powers for any of the New Windsor Debtors' estate of with respect of any of the New Windsor Debtors' property; (c) entry of an order reversing, vacating, or otherwise amending, supplementing or modifying the Final Order; (d) entry of an order granting relief from the automatic stay to any creditor with a claim larger than $100,000, unless the relief granted applies solely to the pursuit of the New Windsor Debtors' applicable insurance policies or pending lawsuits, administrative or other legal proceedings; (e) the seeking by the New Windsor Debtors of entry of an order for relief under 11 U.S.C. section 506(c) with respect to the Prepetition Collateral; (f) the New Windsor Debtors breach or fail to comply with any term or provision of the Final Order; (g) the DIP Lender fails to fund the DIP Loan upon the New Windsor Debtors' request; or (h) there will occur a material adverse change in the financial condition or business prospects of any of the New Windsor Debtors, which default will have continued unremediated for a period of 10 business days after notice from Prepetition Lender. Should any of the New Windsor Debtors determine that their respective cash flow supports repayment of any loan received by a New Windsor Debtor, the applicable New Windsor Debtor will repay such loan, in whole or in part, at its discretion. All unpaid loans will be repaid on the earlier of (i) effective date of the New Windsor Debtors' plan(s) of reorganization; or (ii) August 30, 2033. At all times the New Windsor Debtors will maintain casualty and loss insurance coverage for the Prepetition Collateral on substantially the same basis as maintained before the Petition Date and will name the Prepetition Lender as loss payee or additional insured, as applicable, thereunder. The Debtors are required to comply with these milestones: (a) On or before February 29, 2024, file a plan of reorganization or liquidation and an accompanying disclosure statement; (b) The Debtors must obtain Court approval of the disclosure statement on or before April 30, 2024; and (c) The Debtor must obtain Court confirmation of a Plan on or before June 30, 2024. A copy of the order is available at https://urlcurt.com/u?l=P7oFpF from Stretto, the claims agent. About Windsor Terrace Healthcare, LLC Windsor Terrace Healthcare LLC and its affiliates own and operate 16 skilled nursing facilities throughout the State of California, which provide 24-hour, 7-days-a-week and 365-days-a-year care to patients who reside at those facilities. Windsor Terrace Healthcare et al. also own and operate an assisted living facility (which is Windsor Court Assisted Living, LLC), one home health care center (which is S&F Home Health Opco I, LLC), and one hospice care center (which is S&F Hospice Opco I, LLC). They do not own any of the real property upon which the facilities are located. Windsor Terrace Healthcare LLC and several affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 23-11200) on August 23, 2023. In the petition signed by Avrohom Tress, manager, Windsor Terrace Healthcare LLC disclosed up to $10 million in both assets and liabilities. Windsor Sacramento Estates, LLC and Windsor Hayward Estates, LLC, filed for Chapter 11 on September 29, 2023. Judge Victoria S. Kaufman oversees the case. Ron Bender, Esq., Monica Y. Kim, Esq., and Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo, and Golubchik LLP, represent the Debtors as legal counsel. Stretto, Inc. is the Debtors' claims, noticing and solicitation agent. WORKHORSE GROUP: Grant Thornton Raises Going Concern Doubt ---------------------------------------------------------- Workhorse Group Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that Grant Thornton LLP, the Company's auditor since 2018, expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm dated March 12, 2024, Cincinnati, Ohio-based Grant Thornton LLP, said, "The Company incurred a net loss of $123.9 million and used $123 million of cash in operating activities during the year ended December 31, 2023, and as of that date, the Company had total working capital of $40.5 million, including $25.8 million of cash and cash equivalents, and an accumulated deficit of $751.6 million. These conditions, along with the other matters, raise substantial doubt about the Company's ability to continue as a going concern." The Company's ability to continue as a going concern is contingent upon successful execution of management's intended plan over the next 12 months to improve the Company's liquidity and working capital requirements. The Company has made significant progress executing on its revised strategic product roadmap for its electric vehicle offerings, and it expects to generate additional sales within the next 12 months which will help support its operations. Additionally, management plans to reduce its discretionary spend related to non-contracted capital expenditures and other expenses. However, if the expected sales are not generated and management is not able to control capital expenditures and other expenses, the Company will continue to incur substantial operating losses and negative cash flows from operations. There can be no assurance that the Company will be successful in implementing its plans or acquiring additional funding, that its projections of its future capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years. "Our future funding requirements will depend upon many factors, including, but not limited to our ability to produce our current generation of vehicles at the required scale and to sell such vehicles to customers; our ability to acquire or license other technologies we may seek to pursue; our ability to manage our growth and operational expenses; and competing technological and market developments," Workhorse Group said. "To the extent revenues from operations are insufficient to meet our liquidity requirements, our ability to continue as a going concern will be dependent on effectively raising capital through private or public placement of our equity securities, including the continued use of the ATM Agreement, for which there can be no assurance we will be successful in such efforts. We will also rely on debt financing or other sources of capital funding such as through the sale of assets to obtain sufficient financial resources to fund our operating activities. If we are unable to maintain sufficient financial resources, our business, financial condition and results of operations, as well as our ability to continue to develop, produce and market our new vehicle programs and satisfy our obligations as they become due, will be materially and adversely affected. This could affect future vehicle program production and sales. Failure to obtain additional financing will have a material, adverse impact on our business operations. There can be no assurance that we will be able to obtain the financing needed to achieve our goals on acceptable terms or at all. Additionally, any equity or equity linked financings would likely have a dilutive effect on the holdings of our existing stockholders," the Company said. The Company's current level of cash and cash equivalents are not sufficient to execute its business plan. For the foreseeable future, the Company will incur significant operating expenses, capital expenditures and working capital funding that will deplete its cash on hand. "Our ability to obtain additional financing is extremely limited under current market conditions including the significant amount of capital required, the Nasdaq Listing Requirements, the market price of our stock and potential dilution from the issuance of any additional securities. If we are unable to identify other sources of funding, we may need to further adjust our operations, including and up to filing a voluntary petition for relief under the Bankruptcy Code. If this were to occur, the value available to our various stakeholders, including our creditors and stockholders, is uncertain and trading prices for our securities may bear little or no relationship to the actual recovery, if any, by holders of our securities in bankruptcy proceedings, if any. As a result of all of the matters discussed above, including our losses, current liquidity level and our projected capital needs, substantial doubt exists about the Company's ability to continue as a going concern over the next 12 months," the Company said. As of December 31, 2023, the Company had $141.67 million in total assets, $58.56 million in total liabilities, and $83.11 million in total stockholders' equity. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/bdve6968 About Workhorse Group Inc. Sharonville, Ohio-based Workhorse Group Inc. is an American technology company with a vision to pioneer the transition to zero-emission commercial vehicles. It designs, develops, manufactures, and sells fully electric ground and air-based electric vehicles. WW INTERNATIONAL: $945MM Bank Debt Trades at 53% Discount --------------------------------------------------------- Participations in a syndicated loan under which WW International Inc is a borrower were trading in the secondary market around 47.5 cents-on-the-dollar during the week ended Friday, March 15, 2024, according to Bloomberg's Evaluated Pricing service data. The $945 million facility is a Term loan that is scheduled to mature on April 13, 2028. The amount is fully drawn and outstanding. WW International Inc., formerly weight watchers international Inc., is a global company headquartered in the US that offers weight loss. YELLOW CORP: New Injury Claims Procedures Okayed ------------------------------------------------ Alex Wittenberg of Law360 reports that trucking company Yellow Corp. will use its insurance policies to deal with only certain claims from people alleging they were injured by its vehicles under new procedures a Delaware bankruptcy judge approved Monday, February 26, 2024, after the debtor resolved objections from parties who said its earlier plans would have violated their rights. About Yellow Corporation Yellow Corporation -- http://www.myyellow.com/-- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corporation had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. The Debtors tapped Kirkland & Ellis, LLP as restructuring counsel; Pachulski Stang Ziehl & Jones, LLP as Delaware local counsel; Kasowitz, Benson and Torres, LLP as special litigation counsel; Goodmans, LLP as special Canadian counsel; Ducera Partners, LLC, as investment banker; and Alvarez and Marsal as financial advisor. Epiq Bankruptcy Solutions is the claims and noticing agent. Milbank LLP serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. while White & Case, LLP and Arnold & Porter Kaye Scholer, LLP serve as counsels to Beal Bank USA and the U.S. Department of the Treasury, respectively. On Aug. 16, 2023, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld, LLP and Benesch, Friedlander, Coplan & Aronoff, LLP as counsels; Miller Buckfire as investment banker; and Huron Consulting Services, LLC, as financial advisor. ZAGACITY TECH: Seeks to Extend Plan Exclusivity to May 30 --------------------------------------------------------- Zagacity Tech LLC asked the U.S. Bankruptcy Court for the District of Puerto Rico to extend its exclusivity period to file a chapter 11 plan of reorganization and disclosure statement, and solicit acceptances thereof to May 30 and June 15, 2024, respectively. The Debtor explains that it filed the status report where it was stated that the estimated timetable to file a Disclosure Statement and Plan of Reorganization would be on or before March 18, 2023, unless an extension of time is necessary, in which case it will be requested promptly. However, Debtor will be in a better position to present a plan once it has time to finalize its reorganization strategy and as soon as the governmental creditor's bar date elapses. Debtor continues to be in constant communication with its financial advisor and counsel for the prosecution of the case and continues to work to increase the feasibility of its operations. The Debtor claims that it needs time to continue the formulation of the exit strategy and negotiations, for which resolution is crucial for the Debtor's reorganization prospects. The Debtor certifies that the instant request is made in good faith and that sufficient cause is demonstrated by the need to continue negotiations with its creditors, reconcile all timely filed claims, file the necessary objections, and reach a consensus under the plan, and Debtor will be in a better position to file a Disclosure Statement and a confirmable plan on or before the expiration of the requested extension. Zagacity Tech, LLC, is represented by: Javier Vilarino, Esq. Vilarino & Associates, LLC P.O. Box 9022515 San Juan, PR 00902-2515 Telephone: (787) 565-9894 Email: jvilarino@vilarinolaw.com About Zagacity Tech Zagacity Tech LLC distributes and sells technological products, home appliances, audio and TV, in the home and commercial lines. Zagacity Tech LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-03787) on November 17, 2023. The petition was signed by Nestor G. Cardona as president. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor tapped Javier Vilarino, Esq., at Vilarino & Associates LLC as counsel and Albert Tamarez Vasquez, CPA, at Tamarez CPA, LLC as accountant. ZEKELMAN INDUSTRIES: Moody's Rates Upsized $900MM Term Loan 'Ba3' ----------------------------------------------------------------- Moody's Ratings assigned a Ba3 rating to Zekelman Industries, Inc.'s amended, extended and upsized $900 million senior secured term loan B ("TLB") due 2031. Proceeds from the issuance will be used to repay $856 million outstanding under the existing senior secured term loan due 2027 and pay for related transactions fees and expenses, with the excess cash to be held on Zekelman's balance sheet. All other ratings are unchanged. The outlook is stable. RATINGS RATIONALE Zekelman's Ba2 corporate family rating ("CFR") reflects its low leverage, ample interest coverage, good liquidity and leading market position for a number of structural tubing, standard pipe and electrical conduit products. The rating also factors in Moody's expectation for its operating performance to remain at a historically strong level due to rational competitive dynamics resulting from sector consolidation. The rating is constrained by the company's moderate size and somewhat limited diversity versus higher rated companies in the steel products sector, as well as its sensitivity to fluctuating steel prices and reliance on nonresidential construction activity, which drives demand for most of its tubular products. The rating also considers the competitive markets in which the company operates and its limited product differentiation, as well as the risks associated with the real estate investments in its Z Modular business. After another strong performance in FY2023, Moody's anticipate that Zekelman's operating and financial performance will soften in fiscal 2024 as pricing and metals spreads return to a more sustainable level on slowing economic growth and the continued impact of high interest rates on nonresidential construction activity. However, the company's operating performance should remain historically robust as it maintains strong metal spreads supported by rational competitive dynamics due to sector consolidation and as it continues to benefit from its cost cutting and efficiency improvement initiatives. It will also benefit from reduced Z Modular losses. Therefore, Moody's anticipate the company will produce adjusted EBITDA of at least $900 million in fiscal 2024 (ends in September 2024) versus $938 million in fiscal 2023. The company's credit metrics and liquidity position are expected to remain supportive of its rating. The stable outlook incorporates Moody's expectation that Zekelman's operating performance and credit metrics will weaken further over the next 12 to 18 months but remain commensurate with the current rating. Any increase in the scope of the Z Modular business including debt funding beyond Moody's current expectation or investments in non-income producing properties could cause the rating to come under downside pressure. Zekelman has a good liquidity profile with a cash balance of $279 million and the ABL revolver borrowing availability of $465 million as of December 30, 2023. The company had no borrowings on its $600 million revolver and about $68 million of letters of credit issued. The senior secured revolving credit facility matures in September 2026. Proforma transaction. the company will have no outstanding debt that matures prior to its new term loan facility in 2031. The company's ABL has one financial maintenance covenant, a minimum fixed charge coverage ratio of 1.0x if excess ABL availability is less than the greater of $50 million or 10% of the borrowing base. Borrowing availability should remain well above this covenant threshold. The company's alternate sources of liquidity are limited since its assets are encumbered. The Ba3 rating of the new term loan reflects its second priority position on the ABL collateral, second priority position behind its recourse mortgages, and priority position with respect to non-recourse mortgages and unsecured claims. Zekelman's $600 million ABL credit facility has a first priority pledge on the company's most liquid assets, inventory and receivables. The term loan is secured by a first lien on the company's fixed assets and a second priority lien on the ABL collateral. The term loan is guaranteed by each existing and subsequently acquired direct or indirect wholly owned domestic restricted subsidiary of the borrower, except for Z- Modular entities, which are no longer a part of the restricted group. The term has no financial maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING An upgrade of Zekelman's rating could occur if it increases its scale and diversity, successfully executes the growth of its Z Modular business and sustains a leverage ratio below 2.5x, an interest coverage ratio above 5.0x, (CFO-dividends)/debt above 35% and a good liquidity profile. A downgrade could be considered should Zekelman's operating results and credit metrics weaken, or its liquidity position deteriorates. Downside triggers would include the leverage ratio above 3.5x, interest coverage ratio below 3.5x and (CFO-dividends)/debt sustained below 25%. Headquartered in Chicago, Illinois, Zekelman Industries, Inc. manufactures steel pipe, hollow structural sections (HSS), electrical conduit and tubular products at fourteen manufacturing facilities in the US and Canada. The company includes the Atlas Tube, Wheatland, Western Tube & Conduit, Sharon Tube, EXLTUBE and Picoma brands and has leading market positions in key product areas including hollow structural sections, standard pipe, electrical conduit and galvanized mechanical tubing. Its products are sold principally to steel service centers and plumbing and electrical distributors. The company is also continuing to develop a new modular construction business called Z Modular, which purchases land and constructs and operates multi-family rental properties using its proprietary VectorBloc system. The Z Modular business currently has four assembly facilities in the United States and Canada. Zekelman's revenues for the twelve months ended December 30, 2023 were approximately $3.65 billion. The principal methodology used in this rating was Steel published in November 2021. [*] Moody's Takes Actions on 108 US Local Government Issuers ------------------------------------------------------------ Moody's Ratings has revised the outlook on 108 US local government issuers from stable to no outlook (NOO). The issuer and long-term underlying debt instrument ratings have been affirmed. The Issuers are: Adams Township School District, MI Baybrook Municipal Utility District 1, TX Belmont Fresh Water Supply District 2, TX Bingham County S.D. 55 (Blackfoot), ID Blue Valley Recreation Commission, KS Brazoria Cnty MUD No. 55, TX Brazoria County M.U.D. No. 36, TX Brazoria County M.U.D. No. 43, TX Brazoria County Municipal Utility District 61, TX Brazoria-Fort Bend Counties Municipal Utility District 3, TX Caddo Mills Municipal Management District 1, TX Canyon Falls M.U.D. No. 1 of Denton County, TX Canyon Falls WC&ID No. 2 of Denton Co., TX Cedar Falls (City of) IA Cinco Southwest Municipal Utility District 1 - Master District, TX Cobb County School District, GA Comal County Water Control and Improvement District No. 6, TX Community College District 512 (William Rainey Harper College), IL Community College District 516 (Waubonsee),IL Cook Cnty. Sch. Dist. 29 (Sunset Ridge), IL Corinthian Point Municipal Utility Dist 2, TX Denton County Fresh Water Supply District 11-B, TX Denton County Fresh Water Supply District 11-C, TX Forest Hills Municipal Utility Dist., TX Fort Bend Co. Levee Improvement Dist. 20, TX Fort Bend Co. M. U. D. 143, TX Fort Bend Co. M. U. D. 155, TX Fort Bend County M.U.D No. 190, TX Fort Bend County M.U.D. 162 , TX Fort Bend County MUD158, TX Fort Bend County MUD187, TX FORT BEND COUNTY MUNICIPAL UTILITY DISTRICT 141, TX Fort Bend County Municipal Utility District 161, TX Fort Bend County Municipal Utility District 206 Fort Bend County Municipal Utility District 218, TX Fort Bend County Municipal Utility District No. 163, TX Fort Bend County Municipal Utility District No. 176 TX Galveston County M.U.D. 45, TX Galveston County M.U.D. 56, TX Galveston County M.U.D. 66, TX Galveston County Municipal Utility District 68, TX Generation Park Management District, TX Guilderland Central School District, NY Hardin-Jefferson Independent School District, TX Harris Cnty Water Cont and Imp Dist. 113, TX Harris Cnty Wtr Ctrl. & Imp. Dist. 161, TX Harris County MUD No. 537, TX Harris County Municipal Utility Dist. 287, TX Harris County Municipal Utility Dist. 481, TX Harris County Municipal Utility Dist. 542, TX Harris County Municipal Utility District 261, TX Harris County Municipal Utility District 399, TX Harris County Municipal Utility District 421, TX Harris County Municipal Utility District 434, TX Harris County Municipal Utility District 450, TX Harris County Municipal Utility District 489, TX Harris County Municipal Utility District 531, TX Harris County Municipal Utility District No. 319, TX Harris County Municipal Utility District No. 459, TX Harris County Municipal Utility District No. 504, TX Harris County Municipal Utility District No. 530, TX Harris County Water Ctrl. & Imp. Dist. 74, TX Harris County Water Ctrl. & Imp.Dist. 99, TX Harris-Waller Counties Municipal Utility District No. 5, TX Independent School District of Boise City, ID Katy West Municipal Utility District, TX Kaufman County Fresh Wtr. Supp. Dist. No. 4A, TX Lake Forest (City of) IL Live Oak Creek Municipal Utility District No. 1, TX Lower Kirby Pearland Management District, TX McKinney Municipal Utility District No. 2, TX Millburn Township School District, NJ Montgomery Co. M.U.D. 105, TX Montgomery Co. M.U.D. 95, TX Montgomery County M.U.D. 121, TX Montgomery County M.U.D. 98, TX Montgomery County Municipal Utility District 138, TX Montgomery County Municipal Utility District 99, TX Montgomery County Municipal Utility District No. 132, TX Morningstar Ranch MUD No. 1, TX Mt. Houston Road Municipal Utility District, TX Normal (Town of) IL North Central Area Schools, MI Northbrook (Village of) IL Northeast Harris Co. M.U.D. 1, TX Northwest Harris County M.U.D. 16, TX Oak Brook Park District, IL Oak Point Water Control and Improvement District No. 4, TX Oakland Schools Intermediate SD, MI Perry Public Schools, MI Poughkeepsie City School District, NY Rankin Road West M.U.D., TX Raymondville Independent School District, TX Rolling Fork Public Utility District, TX Romulus Community Schools, MI Saginaw-Midland Municipal Water Supply Corporation, MI Sienna Management District, TX Smiley Road Water Control and Improvement District No. 1, TX Timberlake Improvement District, TX Tradition Municipal Utility District No. 2B, TX Travis County Municipal Utility District No.13, TX Tualatin Valley Fire & Rescue RFP Dist, OR Valley Ranch Municipal Utility District 1, TX Weld County S.D. RE-7 (Platte Valley), CO West Irondequoit Central School District, NY Williamson County Municipal Utility District 28, TX Williamson County Municipal Utility District No. 29, TX Willow Creek Farms Muni.Utility Distr., TX Woodridge Municipal Utility District, TX A list of Affected Credit Ratings is available at https://urlcurt.com/u?l=qCchf6 The outlook revision is in conjunction with the implementation of Moody's practice, announced January 4, 2024, of not assigning outlooks to local government issuers with total debt outstanding of less than approximately $250 million. The affirmation of the issuer and long-term underlying debt instrument ratings reflects an evaluation of the key factors of the analysis for each issuer. These factors include the economy, finances, institutional framework and leverage together with other relevant considerations. The affirmation of debt instrument ratings also reflects the individual issuer rating and each debt instrument's security considerations. RATING OUTLOOK Moody's does not assign outlooks to local government issuers with this amount of debt outstanding. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Improvement in fundamental credit factors, including those related to economy, finances, institutional framework, or leverage FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Deterioration of fundamental credit factors, including those related to economy, finances, institutional framework, or leverage [^] BOND PRICING: For the Week from March 11 to 15, 2024 -------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 2U Inc TWOU 2.250 46.250 5/1/2025 99 Escrow Issuer Inc NDN 7.500 32.802 1/15/2026 99 Escrow Issuer Inc NDN 7.500 32.802 1/15/2026 99 Escrow Issuer Inc NDN 7.500 32.802 1/15/2026 Acorda Therapeutics Inc ACOR 6.000 56.641 12/1/2024 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 42.848 2/15/2028 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 43.795 2/15/2028 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 44.058 2/15/2028 Amyris Inc AMRS 1.500 3.125 11/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 1.250 8/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 1.250 8/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 1.250 8/15/2026 At Home Group Inc HOME 7.125 30.500 7/15/2029 At Home Group Inc HOME 7.125 29.257 7/15/2029 Audacy Capital Corp CBSR 6.500 3.000 5/1/2027 Audacy Capital Corp CBSR 6.750 3.500 3/31/2029 Audacy Capital Corp CBSR 6.750 3.438 3/31/2029 Azul Secured Finance LLP AZUBBZ 11.500 85.000 5/28/2029 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Beasley Mezzanine Holdings LLC BBGI 8.625 61.826 2/1/2026 Beasley Mezzanine Holdings LLC BBGI 8.625 61.682 2/1/2026 Biora Therapeutics Inc BIOR 7.250 57.907 12/1/2025 Cano Health LLC CANHEA 6.250 2.541 10/1/2028 Cano Health LLC CANHEA 6.250 2.541 10/1/2028 Citigroup Global Markets Holdings Inc/United States C 8.300 75.000 5/25/2037 Citizens Financial Group Inc CFG 6.375 95.375 N/A CommScope Inc COMM 8.250 47.579 3/1/2027 CommScope Inc COMM 8.250 48.300 3/1/2027 CommScope Technologies LLC COMM 5.000 39.030 3/15/2027 CommScope Technologies LLC COMM 5.000 38.544 3/15/2027 Cornerstone Chemical Co CRNRCH 10.250 30.287 9/1/2027 Curo Group Holdings Corp CURO 7.500 22.634 8/1/2028 Curo Group Holdings Corp CURO 7.500 27.776 8/1/2028 Curo Group Holdings Corp CURO 7.500 10.123 8/1/2028 Cutera Inc CUTR 2.250 24.000 6/1/2028 Cutera Inc CUTR 4.000 22.250 6/1/2029 Cutera Inc CUTR 2.250 39.816 3/15/2026 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 5.150 10.345 3/15/2042 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.000 13.411 8/15/2040 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 4.450 95.724 4/1/2024 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.350 11.284 3/15/2040 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 5.150 10.345 3/15/2042 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 5.150 10.345 3/15/2042 Danimer Scientific Inc DNMR 3.250 7.250 12/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.875 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 2.875 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 3.250 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 5.488 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 4.700 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 6.000 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 4.875 8/15/2026 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.025 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.025 1/15/2023 Energy Conversion Devices Inc ENER 3.000 0.762 6/15/2013 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 40.534 1/15/2026 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 43.133 1/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 27.500 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 17.526 7/15/2026 Federal Home Loan Banks FHLB 0.375 99.347 3/22/2024 Federal Home Loan Banks FHLB 4.000 99.779 3/19/2024 Federal Home Loan Banks FHLB 0.350 99.370 3/21/2024 Federal Home Loan Banks FHLB 3.840 99.399 3/22/2024 Federal Home Loan Banks FHLB 2.650 99.385 3/22/2024 Federal Home Loan Mortgage Corp FHLMC 0.430 54.063 6/18/2024 Federal Home Loan Mortgage Corp FHLMC 1.850 99.370 3/22/2024 Federal Home Loan Mortgage Corp FHLMC 2.000 98.734 3/28/2024 Federal Home Loan Mortgage Corp FHLMC 2.750 99.386 3/22/2024 Federal National Mortgage Association FNMA 0.375 82.973 6/14/2024 Federal National Mortgage Association FNMA 0.375 82.960 6/14/2024 Federal National Mortgage Association FNMA 0.375 82.960 6/14/2024 First Republic Bank/CA FRCB 4.375 4.299 8/1/2046 First Republic Bank/CA FRCB 4.625 4.890 2/13/2047 Fisker Inc FSR 2.500 3.000 9/15/2026 Flexion Therapeutics Inc FLXN 3.375 95.750 5/1/2024 Ford Motor Credit Co LLC F 3.450 99.784 3/20/2024 GNC Holdings Inc GNC 1.500 0.834 8/15/2020 Gannett Media Corp GCI 4.750 96.625 4/15/2024 Goodman Networks Inc GOODNT 8.000 5.000 5/11/2022 Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 Gossamer Bio Inc GOSS 5.000 40.750 6/1/2027 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 3.750 6/1/2026 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 6.755 6/1/2026 Hallmark Financial Services Inc HALL 6.250 15.997 8/15/2029 HomeStreet Inc HMST 3.500 34.355 1/30/2032 Homer City Generation LP HOMCTY 8.734 38.750 10/1/2026 Inseego Corp INSG 3.250 39.000 5/1/2025 Invacare Corp IVC 4.250 0.854 3/15/2026 JPMorgan Chase Bank NA JPM 2.000 87.183 9/10/2031 Karyopharm Therapeutics KPTI 3.000 52.900 10/15/2025 Ligado Networks LLC NEWLSQ 15.500 16.500 11/1/2023 Ligado Networks LLC NEWLSQ 15.500 18.250 11/1/2023 Luminar Technologies Inc LAZR 1.250 33.250 12/15/2026 MBIA Insurance Corp MBI 16.836 5.000 1/15/2033 MBIA Insurance Corp MBI 16.836 4.000 1/15/2033 Macy's Retail Holdings M 6.700 85.747 7/15/2034 Macy's Retail Holdings M 6.900 90.319 1/15/2032 Mashantucket Western Pequot Tribe MASHTU 7.350 47.000 7/1/2026 Morgan Stanley MS 1.800 75.408 8/27/2036 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Pacific Premier Bancorp PPBI 4.875 93.512 5/15/2029 Photo Holdings Merger Sub Inc SFLY 8.500 45.875 10/1/2026 Photo Holdings Merger Sub Inc SFLY 8.500 45.875 10/1/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 24.000 5/15/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 21.996 5/15/2026 Rackspace Technology Global Inc RAX 5.375 30.015 12/1/2028 Rackspace Technology Global Inc RAX 5.375 30.169 12/1/2028 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rite Aid Corp RAD 7.700 3.536 2/15/2027 Rite Aid Corp RAD 7.500 69.080 7/1/2025 Rite Aid Corp RAD 7.500 69.250 7/1/2025 Rite Aid Corp RAD 6.875 5.863 12/15/2028 Rite Aid Corp RAD 6.875 5.863 12/15/2028 RumbleON Inc RMBL 6.750 56.737 1/1/2025 SVB Financial Group SIVB 3.500 64.000 1/29/2025 SVB Financial Group SIVB 4.000 1.750 N/A SVB Financial Group SIVB 4.250 1.750 N/A SVB Financial Group SIVB 4.100 1.750 N/A SVB Financial Group SIVB 4.700 1.750 N/A Shift Technologies Inc SFT 4.750 1.150 5/15/2026 Spanish Broadcasting System Inc SBSAA 9.750 47.097 3/1/2026 Spanish Broadcasting System Inc SBSAA 9.750 53.110 3/1/2026 Spirit Airlines Inc SAVE 1.000 47.500 5/15/2026 Spirit Airlines Inc SAVE 4.750 63.690 5/15/2025 Spirit Airlines Pass Through Trust 2015-1B SAVE 4.450 97.411 4/1/2024 Synchrony Financial SYF 4.375 99.916 3/19/2024 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tricida Inc TCDA 3.500 9.617 5/15/2027 Veritone Inc VERI 1.750 28.375 11/15/2026 Virgin Galactic Holdings SPCE 2.500 35.782 2/1/2027 Voyager Aviation Holdings LLC VAHLLC 8.500 18.000 5/9/2026 Voyager Aviation Holdings LLC VAHLLC 8.500 18.000 5/9/2026 Voyager Aviation Holdings LLC VAHLLC 8.500 18.000 5/9/2026 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 3.000 7/10/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 4.250 7/10/2025 WeWork Cos US LLC WEWORK 15.000 15.563 8/15/2027 WeWork Cos US LLC WEWORK 11.000 4.750 8/15/2027 WeWork Cos US LLC WEWORK 7.875 4.500 5/1/2025 WeWork Cos US LLC WEWORK 7.875 5.063 5/1/2025 WeWork Cos US LLC WEWORK 15.000 15.463 8/15/2027 WeWork Cos US LLC WEWORK 12.000 3.048 8/15/2027 WeWork Cos US LLC WEWORK 11.000 4.670 8/15/2027 Wesco Aircraft Holdings WAIR 9.000 24.478 11/15/2026 Wesco Aircraft Holdings WAIR 8.500 25.000 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 3.000 11/15/2027 Wesco Aircraft Holdings WAIR 9.000 24.478 11/15/2026 Wesco Aircraft Holdings WAIR 8.500 24.887 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 2.539 11/15/2027 Wheel Pros Inc WHLPRO 6.500 31.500 5/15/2029 Wheel Pros Inc WHLPRO 6.500 30.955 5/15/2029 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***