/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240326.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, March 26, 2024, Vol. 28, No. 85 Headlines 133-24 REALTY: Hires Bill Zou & Associates as Bankruptcy Counsel 35 NORTH ELLIOTT: Seeks to Hire Corash & Hollender as Counsel 384 SOUTH: Hires FIA to Provide CRO and Additional Personnel 384 SOUTH: Seeks to Tap Davidoff Hutcher & Citron as Counsel 751 ST. NICHOLAS: Plan Exclusivity Period Extended to March 28 A & J LOGISTICS: Case Summary & 11 Unsecured Creditors A&J LOGISTICS: Seeks $20,000 DIP Loan from Provident AAA TREE: Gets OK to Sell Trailer to Lidco Inc. ACK FAMILY: Taps Reynolds Law Corporation as Bankruptcy Counsel AIG FINANCIAL: Plan Exclusivity Period Extended to June 14 ANNE FONTAINE: Court OKs Cash Collateral Access on Final Basis APEX TOOL: $350MM Bank Debt Trades at 48% Discount ARC MANAGEMENT: Seeks to Extend Plan Exclusivity to June 25 ARCH THERAPEUTICS: Closes 4th Round of Convertible Notes Offering ARIZONA AUTISM: S&P Affirms 'BB' LT Rating on Revenue Bonds ARTIFICIAL INTELLIGENCE: Unit Begins 100 'RADDOG' Production Run ASP MCS: $445MM Bank Debt Trades at 18% Discount ASPIRA WOMEN'S: Names Dr. Sandra Milligan as President ASTER HARDWOODs: Court OKs Interim Cash Collateral Access AT HOME GROUP: $600MM Bank Debt Trades at 48% Discount AULT ALLIANCE: Sells Series C Preferred Stock, Warrants for $43.5MM AVEANNA HEALTHCARE: $415MM Bank Debt Trades at 15% Discount BH&G HOLDINGS: Seeks to Hire Schwartz Law as Bankruptcy Counsel BIOXCEL THERAPUETICS: Ernst & Young Raises Going Concern Doubt BLADIMIR MECHANIC: Seeks to Tap Tax Compliance Group as Accountant BOMBARDIER INC: Moody's Rates New Sr. Unsecured Notes Due 2031 'B2' CANO HEALTH: $644MM Bank Debt Trades at 72% Discount CANO HEALTH: Delays Filing of Annual Report for Year Ended Dec. 31 CANO HEALTH: Holds 15.6% of MSP's Class A Shares as of March 14 CANTON & COMPANY: Seeks to Hire Bott & Associates as Accountant CAPITAL TACOS: Files Emergency Bid to Use Cash Collateral CAPSTONE INVESTMENTS: Wins Interim Cash Collateral Access CARESTREAM HEALTH: $540.8MM Bank Debt Trades at 14% Discount CENTER FOR SPECIAL: Panel Gets OK to Tap Underwood Murray as Atty. CENTERPOINT RADIATION: Has Deal on Cash Collateral Access CHENIERE ENERGY: Closes $1.5 Billion Senior Notes Offering CLEAN & FRESH: Seeks Cash Collateral Access CNA EQUITY: Court OKs Cash Collateral Access Thru April 30 CONFLUENT MEDICAL: Moody's Lowers 1st Lien Credit Facilities to B3 CONTINENTAL AMERICAN: Taps Aurora Management Partners as CRO COTTONWOOD FINANCIAL: Clark Hill Files Rule 2019 Statement COTTONWOOD FINANCIAL: Court OKs Bid Rules for Sale of Assets CURO GROUP: Case Summary & 30 Largest Unsecured Creditors DETROIT CITY: Moody's Hikes Issuer & GOULT Bond Ratings From Ba1 DIMITRI VLAHAKIS: Pledged Interests Up for Sale on April 26 DIOCESE OF ALBANY: Panel Seeks to Hire Hilco as Financial Advisor DMN8 PARTNERS: Court OKs Cash Collateral Access Thru April 9 EFS PARLIN: Plan Exclusivity Period Extended to May 22 EIGHT COPELAND: Hearing on Sale of NJ Properties Set for April 2 ELITE INVESTMENT: Seeks to Hire Concierge Auctions as Auctioneer ELITE LIMOUSINE: Comm. Taps Dundon Advisers as Financial Advisor ENERGY FOCUS: GBQ Partners Raises Going Concern Doubt ENVIVA INC: Russell Johnson Represents Utility Companies FAIR STATE BREWING: Wins Cash Collateral Access Thru June 14 FAXON ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors FEMUR BUYER: S&P Withdraws 'CCC-' Long-Term Issuer Credit Rating FINTHRIVE SOFTWARE: $1.44BB Bank Debt Trades at 16% Discount FLORIDIAN POOLS: Seeks to Tap Brian McMahon as Bankruptcy Counsel FREE SPEECH: Lead Lawyer Wants to Exit Chapter 11 Case FREIRICH FOODS: Seeks Cash Collateral Access FTX TRADING: Eversheds & Morris Update Ad Hoc Committee Members GALLERIA 2425: Files Emergency Bid to Use Cash Collateral GAP INC: Moody's Affirms 'Ba3' CFR & Alters Outlook to Stable GOL LINHAS: Court OKs Interim Cash Collateral Access GOLI NUTRITION: Chapter 15 Case Summary GREAT OAKS LEGACY: S&P Alters Outlook to Stable, Affirms 'BB+' ICR GRUPO HIMA: Seeks to Extend Plan Exclusivity to April 15 H-FOOD HOLDINGS: $1.15BB Bank Debt Trades at 26% Discount H-FOOD HOLDINGS: $415MM Bank Debt Trades at 26% Discount H-FOOD HOLDINGS: $515MM Bank Debt Trades at 26% Discount HARVEST GOLD: Seeks to Hire Joyce W. Lindauer Attorney as Counsel HCIC HOLDINGS: Seeks to Hire Northpoint Realty LLC as Appraiser HENDRIX FARMING: Gets OK to Sell Equipment by Auction HILTON DOMESTIC: Moody's Rates New $1BB Sr. Unsecured Notes 'Ba2' HILTON DOMESTIC: S&P Assigns 'BB+ Rating on New Unsecured Notes IJK LLC: Seeks to Hire Gerry Law Firm as Bankruptcy Counsel INFORMATICA INC: Moody's Ups CFR to Ba3 & Alters Outlook to Stable INVITAE CORP: Court OKs Cash Collateral Access on Final Basis J & S CONCEPTS: Frost Brown Represents Performance Food & Destin JAGUAR HEALTH: GEN to Sell Crofelemer in Turkey, 8 Other Countries JEFFERSON CENTER: Moody's Downgrades Issuer Rating to Ba3 JOANN INC: Declares Chapter 11 Bankruptcy JOANN INC: Inks Agreement to Reduce Debt, Gains $132M New Capital KEYSTONE BIO: To Sell All Assets on April 4, 2024 KNIGHT HEALTH: $450MM Bank Debt Trades at 55% Discount LIQTECH INTL: Sadler, Gibb & Associates Raises Going Concern Doubt LONE STAR: Files Emergency Bid to Use Cash Collateral LOOPSTER'S TOWING: Hires BransonLaw PLLC as Bankruptcy Counsel LORDSTOWN MOTORS: Plan Effective Date Occurred March 14 LUMEN TECHNOLOGIES: $333MM Bank Debt Trades at 7% Discount LUMEN TECHNOLOGIES: S&P Lowers Issuer Credit Rating to 'SD' MAD ENGINE: $275MM Bank Debt Trades at 27% Discount MAEMAX MARKET: Hires Dunham Hildebrand as Bankruptcy Counsel MALCOLM EXPRESS: Hires Latham Luna Eden & Beaudine as Counsel MARIA DB: Names Chris Creger of FTI Consulting as CRO MCMULLEN CONSTRUCTION: Wins Interim Cash Collateral Access MEGA BROADBAND: Moody's Affirms 'B2' CFR, Outlook Stable MERIDIAN RESTAURANTS: Two Unsecured Creditors Resign From Committee METAVINE INC: Court OKs Deal on Cash Collateral Access MINIM INC: Inks Merger Agreement With e2Companies MLN US HOLDCO: $576MM Bank Debt Trades at 76% Discount NANOSTRING TECHNOLOGIES: $142.5MM Loan from Wilmington Trust OK'd NATIONAL TECHMARK: Seeks to Hire The Salkin Law Firm as Counsel NERDWALLET INC: Fake Chapter 11 Papers Tossed NIC ACQUISITION: $1.03BB Bank Debt Trades at 15% Discount OAK-BARK CORP: Seeks to Hire DMJPS PLLC as Accountant ODYSSEY HEALTH: Recurring Losses Raise Going Concern Doubt ONE MORE RECOVERY: Case Summary & Five Unsecured Creditors PACT CHARTER SCHOOL: S&P Lowers 2022A/B Bond LT Rating to 'BB' PAGANUS LLC: Court OKs Cash Collateral Access on Final Basis PATERSON CHARTER SCHOOL: S&P Raises Bond Rating to 'BB+' PATERSON, NJ: Moody's Ups Issuer & Underlying Debt Rating From Ba1 PENNSYLVANIA REAL ESTATE: Extends 'Outside Date' Under RSA PREMIER GLASS: Seeks to Hire Clark Hill PLC as Bankruptcy Counsel PRESTO AUTOMATION: Completes $1.2M Stock Offering PRIEST ENTERPRISES: Seeks Cash Collateral Access RACKSPACE FINANCE: $275MM Bank Debt Trades at 66% Discount RACKSPACE TECHNOLOGY: $2.30BB Bank Debt Trades at 66% Discount RITE AID: $425MM Bank Debt Trades at 33% Discount RLB FOOD: Seeks to Hire Rabinowitz Lubetkin & Tully as Counsel ROBERTSHAW US: Seeks to Hire KPMG LLP as Tax Service Provider ROBERTSHAW US: Selendy, Proskauer & Gray Advise Excluded Lenders ROCKSOLID GRANIT: Hires Santomassimo Davis as Special Counsel RUNNER BUYER: $500MM Bank Debt Trades at 24% Discount RYMAN HOSPITALITY: S&P Rates New Senior Unsecured Notes 'BB-' SANDVINE CORP: Moody's Cuts CFR to 'Caa1', Outlook Negative SANDY HOOK INVESTMENTS: Interim Cash Collateral Access OK'd SCHIERHOLZ AND ASSOCIATES: Taps Kutner Brinen as Legal Counsel SCREENVISION: $175MM Bank Debt Trades at 22% Discount SIMPLIFIED SOFTWARE: Taps Boardwalk Company as Real Estate Agent SINCLAIR TELEVISION: $740MM Bank Debt Trades at 21% Discount SINCLAIR TELEVISION: $750MM Bank Debt Trades at 21% Discount SIRVA WORLDWIDE: $435MM Bank Debt Trades at 25% Discount SK NEPTUNE HUSKY: $610MM Bank Debt Trades at 72% Discount SMALLHOLD INC: Court OKs $900,000 DIP Loan from Monomyth SOCIETAL CDMO: KPMG Raises Going Concern Doubt SONIDA SENIOR: Stockholders OK Authorized Shares Hike to 30M Shares SPIRIT AIRLINES: To Assess Debt Maturities as Merger Terminated STARLIGHT DISTRIBUTION: Taps Jeffrey M. Siskind as Legal Counsel STOP SMACKN: Seeks to Tap Law Office of Richard G. Hall as Counsel STOWERS TRUCKING: Seeks to Hire Ritchie Bros as Auctioneer STV GROUP: Moody's Withdraws 'B2' CFR Following Debt Repayment STV GROUP: S&P Withdraws 'B' ICR Following Debt Repayment SUNLAND MEDICAL: Two Unsecured Creditors Resign From Committee TENNESSEE VASCULAR: Court OKs Interim Cash Collateral Access THERATECHNOLOGIES INC: Appoints Jordan Zwick to Board of Directors TLC TRAVEL: Case Summary & Eight Unsecured Creditors TRADITION FRANCAISE: Hires Vilarino & Associates as Counsel TRANSCENDIA HOLDINGS: $295MM Bank Debt Trades at 28% Discount TRUIST INSURANCE: Moody's Rates $2.75BB Senior Secured Notes 'B2' TRUIST INSURANCE: S&P Rates Senior Secured Notes Due 2031 'B' TURF APPEAL: Seeks to Hire Hammond Law Firm as Bankruptcy Counsel TURF APPEAL: Seeks to Tap Blackwood Law Firm as Bankruptcy Counsel ULTRA CLEAN: Moody's Rates Extended First Lien Bank Loans 'B1' UPHEALTH INC: Completes $180 Million Full Cash Sale of Cloudbreak UPHEALTH INC: Inks Employment Agreements With CEO, CFO WELLPATH HOLDINGS: $110MM Bank Debt Trades at 40% Discount WELLPATH HOLDINGS: $500MM Bank Debt Trades at 21% Discount WEWORK INC: Delays Filing of Annual Report for Year Ended Dec. 31 WINDSOR TERRACE: Plan Exclusivity Period Extended to April 20 WOMEN'S CARE HOLDINGS: $120MM Bank Debt Trades at 17% Discount [^] Large Companies with Insolvent Balance Sheet ********* 133-24 REALTY: Hires Bill Zou & Associates as Bankruptcy Counsel ---------------------------------------------------------------- 133-24 Realty, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Bill Zou & Associates, PLLC as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and management of its property; (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; (c) prepare legal papers; (d) appear before the Bankruptcy Court to protect the interest of the Debtor and represent it 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 its assets; (g) represent the Debtor in connection with obtaining post-petition financing, if necessary; (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. The hourly rates of the firm's counsel and staff are as follows: Attorneys $350 - $500 Paraprofessionals $150 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer in the amount of $6,500 from the Debtor. William Zou, Esq., an attorney at Bill Zou & Associates, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: William X. Zou, Esq. Bill Zou & Associates, PLLC 136-20 38th Avenue, Suite 10D Flushing, NY 11354 Telephone: (718) 661-9562 Facsimile: (718) 661-2211 Email: xfzou@aol.com About 133-24 Realty 133-24 Realty, Inc. is the owner of real property located at 84-14 Queens Boulevard, Elmhurst, NY valued at $5 million. 133-24 Realty filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-44433) on Nov. 30, 2023. In the petition signed by Tu Kang Yang, president, the Debtor disclosed $5,001,500 in assets and $3,194,905 in liabilities. Judge Elizabeth S. Stong oversees the case. William X. Zou, Esq., at Bill Zou & Associates serves as the Debtor's legal counsel. 35 NORTH ELLIOTT: Seeks to Hire Corash & Hollender as Counsel ------------------------------------------------------------- 35 North Elliott, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Corash & Hollender, PC as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and management of its property; (b) take all necessary steps to enjoin and stay creditors who have already instituted or about to institute suits against the Debtor; (c) negotiate with the Debtor's creditors in working out a plan of reorganization; (d) prepare legal papers; (e) appear before the bankruptcy judge and protect the Debtor's interests; (f) assist the Debtor in working out an arrangement with the Director of Internal Revenue and other tax agencies; (g) represent the Debtor before various administrative agencies; and (h) perform all other necessary legal services for the Debtor. The hourly rates of the firm's counsel and staff are as follows: Partners $550 Associates and Counsel Attorneys $450 Paralegals $175 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer in the amount of $7,500 and a filing fee of $1,738 from the Debtor's managing member, Rahim Siunykalimi. Paul Hollender, Esq., a principal at Corash & Hollender, 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: Paul Hollender, Esq. Corash & Hollender, PC 1200 South Avenue, Suite 201 Staten Island, NY 10301 Telephone: (718) 442-4424 Facsimile: (718) 273-4847 About 35 North Elliott 35 North Elliott, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 35 North Elliott filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-40654) on Feb. 13, 2024. In the petition signed by Rahim Siunykalimi, managing member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Nancy Hershey Lord oversees the case. Paul Hollender, Esq., at Corash & Hollender, PC serves as the Debtor's counsel. 384 SOUTH: Hires FIA to Provide CRO and Additional Personnel ------------------------------------------------------------ 384 South 5th, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ FIA Capital Partners, LLC to provide a chief restructuring officer (CRO) and certain additional personnel. FIA will provide the Debtor with restructuring and crisis management services and David Goldwasser, its managing member, as CRO. The hourly rates of the firm's professionals are as follows: Paralegal $280 Principal/Managing Director $400 CPA $450 David Goldwasser, CRO $750 In addition, the firm will seek reimbursement for expenses incurred. The firm received a signing fee in the amount of $25,000 from the Debtor. Mr. Goldwasser disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David Goldwasser FIA Capital Partners, LLC 3284 North 29th Court Hollywood, FL 33020 About 384 South 5th 384 South 5th LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-40680) on Feb. 14, 2024. In the petition signed by David Goldwasser, chief restructuring officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. The Debtor tapped Davidoff Hutcher & Citron, LLP as counsel and FIA Capital Partners, LLC to provide a chief restructuring officer (CRO) and certain additional personnel. 384 SOUTH: Seeks to Tap Davidoff Hutcher & Citron as Counsel ------------------------------------------------------------ 384 South 5th, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Davidoff Hutcher & Citron, LLP as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and management of its property; (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; (c) prepare legal papers; (d) appear before the Bankruptcy Court to protect the interest of the Debtor and represent it 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 its assets; (g) represent the Debtor in connection with obtaining post-petition financing, if necessary; (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. The hourly rates of the firm’s counsel and staff are as follows: Attorneys $475 - $825 Paraprofessionals $195 - $275 In addition, the firm will seek reimbursement for expenses incurred. Jonathan Pasternak, Esq., an attorney at Davidoff Hutcher & Citron, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jonathan S. Pasternak, Esq. Robert L. Rattet, Esq. Davidoff Hutcher & Citron, LLP 120 Bloomingdale Road, Suite 100 White Plains, NY 10605 Telephone: (914) 381-7400 About 384 South 5th 384 South 5th LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-40680) on Feb. 14, 2024. In the petition signed by David Goldwasser, chief restructuring officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. The Debtor tapped Davidoff Hutcher & Citron, LLP as counsel and FIA Capital Partners, LLC to provide a chief restructuring officer (CRO) and certain additional personnel. 751 ST. NICHOLAS: Plan Exclusivity Period Extended to March 28 -------------------------------------------------------------- Judge David S. Jones of the U.S. Bankruptcy Court for the Southern District of New York extended 751 St. Nicholas Avenue Realty Corp.'s exclusive periods to file a plan of reorganization and obtain acceptance thereof to March 28 and May 31, 2024, respectively. As shared by Troubled Company Reporter, 751 St. Nicholas intends to sell by auction its property located at 767 Beck St., Bronx, N.Y., and tap Maltz & Company or another auctioneer to conduct the sale. The company expects the property to be sold for $900,000. 751 St. Nicholas will use the net proceeds allocable to the company for its reorganization, according to its attorney, Leo Fox, Esq. 751 St. Nicholas Avenue Realty Corp. is represented by: Leo Fox, Esq. 630 Third Avenue - 18th Floor New York, NY 10018 Tel: (212) 867-9595 Email: leo@leofoxlaw.com About 751 St. Nicholas Avenue Realty 751 St. Nicholas Avenue Realty Corp. is a New York-based company primarily engaged in renting and leasing real estate properties. 751 St. Nicholas filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-11688) on Oct. 23, 2023, with $1 million to $10 million in both assets and liabilities. David Hill, president, signed the petition. Judge David S. Jones presides over the case. Leo Fox, Esq., is the Debtor's legal counsel. A & J LOGISTICS: Case Summary & 11 Unsecured Creditors ------------------------------------------------------ Debtor: A & J Logistics, LLC 111 Cedar Lane Chattanooga, TN 37421 Chapter 11 Petition Date: March 22, 2024 Court: United States Bankruptcy Court Eastern District of Tennessee Case No.: 24-10693 Judge: Hon. Nicholas W Whittenburg Debtor's Counsel: W. Thomas Bible,, Jr., Esq. TOM BIBLE LAW 6918 Shallowford Road, Suite 100 Chattanooga, TN 37421 Tel: (423) 424-3116 Fax: (423) 499-6311 Email: tom@tombiblelaw.com Total Assets: $272,677 Total Liabilities: $1,195,360 The petition was signed by Ashley Halloran as president. 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/CGJGTLY/A__J_Logistics_LLC__tnebke-24-10693__0001.0.pdf?mcid=tGE4TAMA A&J LOGISTICS: Seeks $20,000 DIP Loan from Provident ---------------------------------------------------- A&J Logistics, LLC asks the U.S. Bankruptcy Court for the Eastern District of Tennessee, Southern Division, for authority to use cash collateral and obtain postpetition financing. The Debtor intends to finance its post-petition operations through use of a pre-petition Factoring and Security Agreement provided by Provident Commercial Finance, LLC, which holds a first position UCC lien on the Collateral. As of the Petition Date, Debtor was indebted to Provident in the amount of at least $243.3 million secured by the collateral described in said Factoring and Security Agreement. Provident has agreed to provide the Debtor with a postpetition DIP Facility in the maximum amount of $20,000 per advance. The Debtor has assigned and sold its Accounts to Provident under the pre-petition Factoring and Security Agreement, and Provident has agreed to consider making purchases of eligible accounts. The DIP facility is due and payable one month or 30 days, whichever is longer, renewing in successive one month periods thereafter if the Debtor does not notify Provident of cancellation pursuant to the terms of the Agreement. All obligations of the Debtor under and with respect to the DIP Facility will enjoy senior or equal lien priority pursuant to 11 U.S.C. sections 364(c)(2) and 364(d)(1). The Debtor requires the use of cash collateral and DIP financing to satisfy administrative expenses, operate its business, maintain assets, or pay employees, payroll taxes, insurance, utilities, suppliers and other post-petition vendors, overhead, lease expenses and other expenses required for the Debtor's business and to maximize the value of the Debtor's estate. The Debtor has several pre-petition creditors purporting to assert a security interest on the Debtor's assets by virtue of UCC liens on file with the Tennessee Secretary of State, including Provident Commercial Finance, LLC, U.S. Small Business Administration, Cadence Bank, Mulligan Funding/FinWise Bank, Rowan Advance, LLC, Headway Capital, LLC, Newbury Capital, LLC, and Reliable Fast Cash, LLC. To secure all of the DIP Obligations, the DIP Lender will receive, pursuant to 11 U.S.C. Sections 364(c)(2) and 364(d)(1), the DIP Orders and the pre-petition Factoring and Security Agreement, senior, first priority, valid, enforceable, and fully perfected security interests in and liens upon all prepetition and post-petition assets of the Debtor, whether now existing or hereafter acquired or arising. As adequate protection for the limited use of cash collateral, the Debtor proposes to provide to the Secured Creditors replacement liens in accordance with 11 U.S.C. sections 361(2) and 552(b) to the extent of cash collateral actually expended, and on the same assets and in the same order of priority as currently exists. Any such replacement lien will be to the same extent and with the same validity and priority as the Secured Creditors' pre-petition liens, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. A hearing on the matter is set for March 28, 2024 at 9 a.m. A copy of the motion is available at https://urlcurt.com/u?l=RITdx9 from PacerMonitor.com. About A&J Logistics, LLC A&J Logistics, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 1:24-bk-10693-NWW) on March 22, 2024. In the petition signed by Ashley Halloran, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. W. Thomas Bible, Jr, Esq., at Tom Bible Law, represents the Debtor as legal counsel. AAA TREE: Gets OK to Sell Trailer to Lidco Inc. ----------------------------------------------- AAA Tree Service, LLC received approval from the U.S. Bankruptcy Court for the Central District of California to sell its 2006 Cozad Trailer to Lidco Inc. Lidco offered to pay $10,000 in cash for the trailer, which will net $10,000 for the estate since there are no liens against the property. "The sale is an arms-length transaction at fair market value of unneeded equipment, which allows [AAA Tree Service] to generate funds for its reorganization," Robert Goe, Esq., the company's attorney, said in court papers. About AAA Tree Service AAA Tree Service, LLC provides tree removals and trimming services in Winchester, Calif. AAA Tree Service sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12229) on May 25, 2023. In the petition signed by CEO Stacy Manqueros, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Magdalena Reyes Bordeaux oversees the case. Robert P. Goe, Esq., at Goe Forsythe and Hodges, LLP, represents the Debtor as legal counsel. ACK FAMILY: Taps Reynolds Law Corporation as Bankruptcy Counsel --------------------------------------------------------------- Ack Family Limited seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ Reynolds Law Corporation as its attorneys. The Debtor requires legal counsel to: (a) prepare and file complete schedules and statements of financial affairs; (b) advise and represent the Debtor in its Chapter 11 case; (c) seek employment of bankruptcy professionals; (d) communicate and negotiate with creditors and other parties involved in the Debtor's case; (e) obtain court authority for actions necessary to administer the Debtor's estate; (f) propose and obtain confirmation of a plan of reorganization; and (g) other necessary legal services. The firm received $11,738 from the Debtor as a pre-bankruptcy retainer. Stephen Reynolds, Esq., an attorney at the firm, will be paid at his normal hourly rate of $425. Mr. Reynolds 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: Stephen Reynolds, Esq. Reynolds Law Corporation 424 Second Street, Suite A Davis, CA 95616 Tel: (530) 297-5030 Fax: (530) 297-5077 Email: sreynolds@lr-law.net About Ack Family Limited Ack Family Limited is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Ack Family Limited filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 24-20758) on February 28, 2024. In the petition signed by Chun-Mei Dodge as general partner, the Debtor estimated $500,000 to $1 million in liabilities. Judge Christopher M Klein presides over the case. Stephen Reynolds, Esq. at REYNOLDS LAW CORPORATION represents the Debtor as counsel. AIG FINANCIAL: Plan Exclusivity Period Extended to June 14 ---------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware extended AIG Financial Products Corp.'s exclusive periods to file a plan of reorganization and obtain acceptance thereof to June 14 and August 14, 2024, respectively. As shared by Troubled Company Reporter, the ultimate goal of the Debtor's Chapter 11 Case is to achieve an orderly, efficient, and value-maximizing reorganization of AIG FP's balance sheet, which will benefit the Debtor's estate and provide the most robust recoveries possible to creditors in accordance with contractual and bankruptcy priorities. The Debtor explains that it has yet to commence solicitation of votes on the Plan due to the Adversary Proceeding. Since the Petition Date, the Debtor has also continued to manage its remaining business, including negotiating with various remaining counterparties, while litigating the Motion to Dismiss and progressing the Adversary Proceeding. Accordingly, the Debtor submits that the almost exclusive focus on the Motion to Dismiss, the mediation, and the pending Adversary Proceeding weighs in favor of extending the Exclusive Periods. AIG Financial Products Corp. is represented by: Michael R. Nestor, Esq. Kara Hammond Coyle, Esq. Shane M. Reil, Esq. Catherine C. Lyons, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Email: mnestor@ycst.com kcoyle@ycst.com sreil@ycst.com clyons@ycst.com - and - George A. Davis, Esq. Keith A. Simon, Esq. David Hammerman, Esq. Annemarie V. Reilly, Esq. Madeleine C. Parish, Esq. LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, NY 10020 Tel: (212) 906-1200 Email: george.davis@lw.com keith.simon@lw.com david.hammerman@lw.com annemarie.reilly@lw.com madeleine.parish@lw.com About AIG Financial Products Corp. AIG Financial Products Corp. is a wholly- owned, direct subsidiary of American International Group, Inc. It is a Delaware corporation founded in 1987 and based in Wilton, Conn., is a financial products company. It was founded for the purpose of trading in the capital markets and offering corporate finance, structured finance, and financial risk management products, including complex derivatives transactions. AIG Financial Products filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-11309) on Dec. 14, 2022, with $100 million to $500 million in assets and $10 billion to $50 billion liabilities. Judge Mary F. Walrath oversees the case. The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Latham & Watkins, LLP as bankruptcy counsels; Debevoise & Plimpton, LLP as special litigation counsel; and Alvarez & Marsal North America, LLC as financial advisor. William C. Kosturos, managing director at Alvarez & Marsal, serves as the Debtor's chief restructuring officer. Epiq Corporate Restructuring, LLC is the claims and noticing agent. ANNE FONTAINE: Court OKs Cash Collateral Access on Final Basis -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Anne Fontaine USA, Inc. to use cash collateral on a final basis, in accordance with the budget. The Debtor requires the use of cash collateral to pay its payroll, rent and other operating expenses, or to maintain its assets. Pursuant to the credit agreement dated as of October 10, 2022 among (i) the Debtor, as borrower and the other guarantors thereto, and (ii) JPMorgan Chase Bank, N.A., Chase provided a loan and other financial accommodations to the Debtor in the form of a term loan in the amount of $1.6 million pursuant to the Chase Loan Documents. As of the Petition Date, the aggregate amount outstanding under the Chase Loan Documents was not less than $1.1 million. On May 30, 2020, the Debtor entered into a Loan Authorization and Agreement, Note and Security Agreement, and other loan documents with the U.S. Small Business Administration for an Economic Injury Disaster Loan in the principal amount of $150,000, which accrues interest at 3.75% per annum with a 30-year repayment term. Pursuant to the SBA Loan Documents, the Debtor is required to make installment payments on the SBA Loan in the amount of $731/month, which includes principal and interest. As of the Petition Date, the balance due to the SBA totaled $160,793. This amount consists of $150,000 in principal and $10,793 in interest. As adequate protection, the Debtor continue to pay principal and interest, on a postpetition basis, to Chase, in accordance with the Chase Loan Documents, along with the reasonable and documented fees and out-of-pocket expenses of counsel to Chase, subject to the receipt of invoices with respect thereto. The Debtor will continue to pay to the SBA, on a postpetition basis, the monthly payment of $731. Chase is granted, in the amount of the Chase Adequate Protection Claims, a valid, perfected security interest in and lien upon all of the Debtor's property. Subject to the Carve Out, Chase and the SBA are granted, in the amount of the Adequate Protection Claims, valid, perfected security interests in and liens upon all of the Debtor's existing and hereinafter-acquired property of any kind or nature. Subject to the Carve Out, Chase and the SBA are granted allowed superpriority administrative expense claims as provided for in 11 U.S.C. section 507(b) in the amount of the Adequate Protection Claims with priority in payment over any and all administrative expenses, other than the Carve Out, of the kind specified or ordered pursuant to any provision of the Bankruptcy Code. The Debtors are required to comply with these milestones: (i) no later than 90 days after the Petition Date, the Debtor must have filed a plan; and (ii) no later than 240 days after the Petition Date, the plan effective date must have occurred. The Debtor's authorization to use cash collateral will automatically terminate immediately without further notice or court proceeding on the earliest to occur of: (i) failure to satisfy any Adequate Protection Milestone (other than to the extent such Adequate Protection Milestone has been extended in accordance with the terms of the Final Order) and (ii) six days following the delivery of a written notice by a Prepetition Secured Creditor to the Debtor, the Debtor's counsel, the U.S.T., the Subchapter V Trustee, and counsel to the other Prepetition Secured Creditor, if applicable, of the occurrence of any of the events unless (i) such occurrence is cured by the Debtor prior to the expiration of the Default Notice Period with respect to such clause, (ii) such occurrence is waived by the Prepetition Secured Creditor that delivered the Default Notice, or (iii) the Court rules that a Termination Event has not in fact occurred; provided that, during the Default Notice Period, the Debtor will be entitled to continue to use the cash collateral in accordance with the terms of the Second Interim Order, solely to pay necessary expenses set forth in the Approved Budget to avoid immediate and irreparable harm to the Debtor's estate. The events that constitute a "Termination Event" include: (a) The Court will have entered an order dismissing the case; (b) The Court will have entered an order converting the case to a case under Chapter 7 of the Bankruptcy Code; (c) The Court will have entered an order appointing a responsible officer relating to operation of the businesses in the case, or the Debtor files a motion or other pleading with the Court seeking the foregoing relief, unless consented to in writing by the Prepetition Secured Creditors. A copy of the order is available at https://urlcurt.com/u?l=fEKUnO from PacerMonitor.com. About Anne Fontaine USA New York-based Anne Fontaine USA, Inc. is an e-commerce platform for women's apparel, bags, shoes and accessories. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10058) on Jan. 16, 2024, with $11,399,790 in assets and $6,441,453 in liabilities. Ari Zlotkin, chief executive officer, signed the petition. Judge Lisa G. Beckerman oversees the case. Fred Stevens, Esq., at Klestadt Winters Jureller Southard & Stevens, LLC represents the Debtor as legal counsel. APEX TOOL: $350MM Bank Debt Trades at 48% Discount -------------------------------------------------- Participations in a syndicated loan under which Apex Tool Group LLC is a borrower were trading in the secondary market around 52.5 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $350 million facility is a Term loan that is scheduled to mature on February 8, 2030. The amount is fully drawn and outstanding. Apex Tool Group, LLC manufactures tools. The Company offers mechanics, trade, specialty tools, chains, truck boxes, jobsite storage products, and drill chucks, as well as soldering, cutting, motion control and air ventilation bits, torque measurement, metal cutting, and drilling solutions. ATG serves industrial, automobiles, aerospace, construction, and electronic markets. ARC MANAGEMENT: Seeks to Extend Plan Exclusivity to June 25 ----------------------------------------------------------- ARC Management Group, LLC asked the U.S. Bankruptcy Court for the Northern District of Georgia to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to June 25 and August 26, 2024, respectively. The Debtors explain that thirteen creditors assert a security interest in its accounts receivable collections from its collection accounts and from receivable portfolios that it owns. The Adversary asks the Court to determine the extent and validity of each creditor's claim. Until the priority issues are resolved and extent of the creditors' interest in Debtor's income stream, Debtor cannot formulate a plan of reorganization and solicit acceptances for a plan. Accordingly, multiple outstanding issues must be determined that affect the proposal of a plan, as to both the claims in the bankruptcy case but also property of the estate. These issues will not be resolved prior to the current deadlines for the Exclusivity Periods in this Case; therefore, Debtor requires an extension of such deadlines. The Debtor seeks an extension to the Exclusivity Periods to preclude the costly disruption and instability that would occur if competing plans were proposed. The Debtor asserts that the request for an extension will not unfairly prejudice or pressure its creditors or grant Debtor any unfair bargaining leverage. Debtor needs creditor support to confirm any plan, so Debtor is in no position to impose or pressure its creditors to accept unwelcome plan terms. Debtor seeks an extension of the Exclusivity Periods to advance the case, determine the extent and validity of asserted secured claims, and continue good faith negotiations with its stakeholders. ARC Management Group, LLC is represented by: Ceci Christy, Esq. ROUNTREE LEITMAN KLEIN & GEER, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Tel: (404) 584-1238 About ARC Management Group ARC Management Group, LLC, is a provider of billing, collection and debt recovery services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-61742) on November 28, 2023. In the petition signed by William D. Wilson, chief executive officer, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Wendy L. Hagenau oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC, represents the Debtor as legal counsel. ARCH THERAPEUTICS: Closes 4th Round of Convertible Notes Offering ----------------------------------------------------------------- As previously disclosed in the Current Report on Form 8-K filed by Arch Therapeutics, Inc. with the U.S. Securities and Exchange Commission on July 8, 2022, the Company entered into a Securities Purchase Agreement, dated July 6, 2022, as amended on January18, 2023 and as further amended on May 15, 2023 (as amended, the "2022 SPA"), with certain institutional and accredited individual investors (collectively, the "Investors") for the issuance and sale by the Company to the Investors of convertible promissory notes, warrants to purchase shares of common stock, par value $0.001 per share, and shares of Common Stock (the "Convertible Notes Offering"). The first closing of the Convertible Notes Offering occurred on July 6, 2022, the second closing of the Convertible Notes Offering occurred on January 18, 2023, and the third closing of the Convertible Notes Offering occurred on May 15, 2023. On March 12, 2024, the Company entered into Amendment No. 3 to the SPA (the "Third Amendment" and, together with the 2022 SPA, the "Amended SPA"), with certain Investors in connection with the fourth closing of the Convertible Notes Offering for the issuance and sale by the Company to such Investors of an aggregate of (i) Unsecured Convertible Promissory Notes (each a "Fourth Note" and collectively, the "Fourth Notes") in the aggregate principal amount of $648,000, which includes an aggregate $108,000 original issue discount in respect of the Fourth Notes; (ii) Warrants (the "Fourth Warrants") to purchase an aggregate of 130,383 shares (the "Warrant Shares") of Common Stock; and (iii) 9,779 shares of Common Stock (the "Inducement Shares"). The aggregate net proceeds for the sale of the Fourth Notes, Fourth Warrants and Inducement Shares was approximately $450,000, after deducting issuance discounts. The fourth closing of the sales of these securities under the Amended SPA occurred on March 12, 2024 (the "Fourth Closing Date"). On March 18, 2024, effective March 15, 2024, the Company entered into Amendment No. 1 to the Fourth Notes, to modify the terms of the Uplist Transaction repayment provision and extend the date for completion of the Uplist Transaction. The Company intends to use the net proceeds from the Convertible Notes Offering primarily for working capital and general corporate purposes, and has not allocated specific amounts for any specific purposes. The Fourth Notes became due and payable on March 15, 2024 (the "Maturity Date") and may not be prepaid, in whole or in part, at any time except with the written consent of the lead investor, with such prepayment amounts subject to adjustment as a result of certain time-based prepayment premiums set forth in the Fourth Notes; provided, that, the written consent of the lead investor is not required in connection with a prepayment made from the proceeds of an Uplist Transaction. The Fourth Notes bear interest on the unpaid principal balance at a rate equal to 10% (computed on the basis of the actual number of days elapsed in a 360-day year) per annum accruing from the Fourth Closing Date until the Fourth Notes become due and payable at maturity or upon their conversion, acceleration or by prepayment, and may become due and payable upon the occurrence of an event of default under the Fourth Notes. Any amount of principal or interest on the Fourth Notes which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum or (ii) the maximum amount allowed by law from the due date thereof until payment in full (the "Default Interest"). The Fourth Notes are convertible into an aggregate of 65,191 shares of Common Stock (such shares of Common Stock, the "Conversion Shares") at the option of each holder of the Fourth Notes from the Fourth Closing Date at the Conversion Price through the later of (i) the Maturity Date and (ii) the date of payment of the Default Amount; provided, however, certain Fourth Notes include a provision preventing such conversion if, as a result, the holder, together with its affiliates and any other persons whose beneficial ownership of Company Common Stock would be aggregated with the holder's, would be deemed to beneficially own more than 4.99% of the outstanding shares of the Company's Common Stock (the "Notes Ownership Limitation") immediately after giving effect to the Conversion; and provided further, the holder, upon notice to the Company, may increase or decrease the Notes Ownership Limitation; provided that (i) the Notes Ownership Limitation may only be increased to a maximum of 9.99% of the outstanding shares of the Company's Common Stock; and (ii) any increase in the Notes Ownership Limitation will not become effective until the 61st day after delivery of such waiver notice. The initial conversion price of the Fourth Notes (the "Conversion Price") shall be equal to $9.14 and may be reduced or increased proportionately as a result of any stock dividends, recapitalizations, reorganizations, and similar transactions. If the Company fails to deliver the shares of Common Stock issuable upon a conversion by the Deadline (as defined in the Fourth Notes), then the Company is obligated to pay such Fourth Note holder $5,000 per day in cash for each day beyond the Deadline. The Fourth Notes contain customary events of default, which include, among other things, (i) the Company's failure to pay when due any principal or interest payment under the Fourth Notes; (ii) the insolvency of the Company; (iii) delisting of the Company's Common Stock; (iv) the Company's breach of any material covenant or other material term or condition under the Fourth Notes; and (v) the Company's breach of any representations or warrants under the Fourth Notes which cannot be cured within five (5) days. Further, events of default under the Fourth Notes also include (i) the unavailability of Rule 144 on or after July 18, 2023; (ii) the Company's failure to deliver the shares of Common Stock to the Fourth Note holder upon exercise by such holder of its conversion rights under the Fourth Note; (iii) the Company's loss of the "bid" price for its Common Stock and/or a market and such loss is not cured during the specified cure periods; and (iv) the Company's failure to complete an uplist to any of the Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange or NYSE American by March 15, 2024 (an "Uplist Transaction"). Upon an event of default, the Fourth Notes shall become immediately due and payable and the Company shall pay to each Fourth Note holder an amount equal to 125% (the "Default Premium") multiplied by the sum of the outstanding principal amount of the Fourth Notes plus any accrued and unpaid interest on the unpaid principal amount of the Fourth Notes to the date of payment, plus any Default Interest and any other amounts owed to the Holder under the Amended SPA (the "Default Amount"); provided that, upon any subsequent event of default not in connection with the first event of default, such holder shall be entitled to an additional five percent (5%) to the Default Premium for each subsequent event of default. At the election of each Fourth Note holder, the Default Amount may be paid in cash or shares of Common Stock equal to the Default Amount divided by the Conversion Price at the time of payment. The Fourth Warrants (i) have an exercise price of $9.94 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) are exercisable immediately after their issuance; and (iv) have a provision preventing the exercisability of such Fourth Warrant if, as a result of the exercise of the Fourth Warrant, the holder, together with its affiliates and any other persons whose beneficial ownership of Company Common Stock would be aggregated with the holder's, would be deemed to beneficially own more than either 4.99% or 9.99% of the outstanding shares of the Company's Common Stock (the "Warrant Ownership Limitation") immediately after giving effect to the exercise of the Fourth Warrant. The holder, upon notice to the Company, may increase or decrease the Warrant Ownership Limitation; provided that (i) the Warrant Ownership Limitation may only be increased to a maximum of 9.99% of the outstanding shares of the Company's Common Stock; and (ii) any increase in the Warrant Ownership Limitation will not become effective until the 61st day after delivery of such waiver notice. The number of shares of Common Stock into which each of the Fourth Warrants is exercisable and the exercise price therefor are subject to adjustment as set forth in the Fourth Warrants, including adjustments for stock subdivisions or combinations (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise). About Arch Therapeutics Inc. Framingham, MA-based Arch Therapeutics, Inc. is a biotechnology company developing and marketing a products based on its innovative AC5 self-assembling technology platform. As of September 30, 2023, the Company had $1,958,189 in total assets, $9,465,921 in total liabilities, and 7,507,732 in total stockholders' deficit. Los Angeles, CA-based Weinberg & Company, P.A., the Company's auditor since 2024, issued a "going concern" qualification in its report dated February 14, 2024, citing that during the year ended September 30, 2023, the Company incurred a net loss and utilized cash flows in operations, and has had recurring losses since inception. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ARIZONA AUTISM: S&P Affirms 'BB' LT Rating on Revenue Bonds ----------------------------------------------------------- S&P Global Ratings revised its outlook to stable from positive and affirmed its 'BB' long-term rating on Maricopa County Industrial Development Authority, Ariz.'s education revenue bonds, issued for Arizona Autism Charter Schools Inc. (AZACS). "The outlook revision reflects the impact of additional debt on AZACS' financial profile, including moderated pro forma lease-adjusted maximum annual debt service coverage and elevated pro forma debt per student," said S&P Global Ratings credit analyst Jessica Wood. S&P said, "The stable outlook reflects our expectation that during the next year, the school will continue to increase enrollment, while maintaining nominal unrestricted reserves and consistent maximum annual debt service (MADS) coverage. "We could lower the rating if the school experiences material enrollment declines, or its financial profile deteriorates, resulting in weaker financial performance, liquidity, and MADS coverage that are no longer commensurate with those of peers at the rating level. "We would consider a positive rating action if enrollment continues to grow and coverage and liquidity strengthen to levels commensurate with a higher rating, and if there is also a moderation in the debt load." ARTIFICIAL INTELLIGENCE: Unit Begins 100 'RADDOG' Production Run ---------------------------------------------------------------- Robotic Assistance Devices Inc. (RAD), a subsidiary of Artificial Intelligence Technology Solutions, Inc., announced that it began the early production stages for 100 units of its next generation RADDOG LE in January 2024. The 'LE' version of RADDOG has been specifically designed and produced for law enforcement applications. Anticipating the positive response it has received to RADDOG LE Gen1's initial deployment at the Taylor Police Department, RAD initiated plans in January of this year to produce 100 RADDOG LE Gen2 quadruped robot dogs, confirming the Company's commitment to this emerging space and desire to be the leader. With strong interest from law enforcement agencies nationwide and the anticipated positive results from the Taylor Police Department deployment, RAD is poised to bring continuously improving robotic solutions to law enforcement. RADDOG LE Gen2 models are expected to roll (walk) off the production line in the September/October timeframe to meet potential growing demand. Drawing from insights expected to be gathered during RADDOG's initial deployment, RAD will focus on continuous improvements, incorporating new features and functionalities to ensure ongoing innovation. Ultimately, RAD aims to lead the way in the development and adoption of intelligent autonomous devices, contributing to the advancement of security and public safety globally. "The City of Taylor's 12-month, $35,000 subscription agreement for RADDOG LE Gen1 represents just the beginning of the revenue potential we anticipate from this next RADDOG LE production," said Steve Reinharz, CEO and CTO of AITX and RAD. "The street value of the 100 RADDOG LE Gen2 units could deliver the Company possible revenue of $3.5 million in annual recurring revenue, but even more importantly give the Company the leadership position as the foremost solution in this space, a space that we believe will be large and essential." "We believe that one day every law enforcement officer will have a robotic canine companion of increasing intelligence and capability," said Troy McCanna, Sr. VP of Revenue Operations and former FBI Special Agent. Coincidentally, McCanna was an FBI canine handler for 8 of his 23 years with the bureau. "With the increasing challenges of being a law enforcement officer we are certain that autonomous mobile devices will be an absolutely essential part of modern law enforcement in the very near future. We want RAD to lead the way." Annual recurring revenue (ARR) is money earned from customers who pay for a subscription to a service or product. RAD's solutions are generally offered as a recurring monthly subscription, typically with a minimum 12-month subscription contract. AITX, through its subsidiary, Robotic Assistance Devices, Inc. (RAD), is redefining the $25 billion (US) security and guarding services industry through its broad lineup of innovative, AI-driven Solutions-as-a-Service business model. RAD solutions are specifically designed to provide cost savings to businesses of between 35%-80% when compared to the industry's existing and costly manned security guarding and monitoring model. RAD delivers these tremendous cost savings via a suite of stationary and mobile robotic solutions that complement, and at times, directly replace the need for human personnel in environments better suited for machines. All RAD technologies, AI-based analytics and software platforms are developed in-house. RAD has a prospective sales pipeline of over 35 Fortune 500 companies and numerous other client opportunities. RAD expects to continue to attract new business as it converts its existing sales opportunities into deployed clients generating a recurring revenue stream. Each Fortune 500 client has the potential of making numerous reorders over time. About Artificial Intelligence Technology Headquartered in Ferndale, MI, Artificial Intelligence Technology Solutions Inc. is an innovator in the delivery of artificial intelligence-based solutions that empower organizations to gain new insight, solve complex challenges and fuel new business ideas. Through its next-generation robotic product offerings, AITX's RAD, RAD-M and RAD-G companies help organizations streamline operations, increase ROI, and strengthen business. AITX technology improves the simplicity and economics of patrolling and guard services and allows experienced personnel to focus on more strategic tasks. Customers augment the capabilities of existing staff and gain higher levels of situational awareness, all at drastically reduced cost. AITX solutions are well-suited for use in multiple industries such as enterprises, government, transportation, critical infrastructure, education, and healthcare. Deer Park, Illinois-based L J Soldinger Associates, LLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated June 14, 2023, citing that the Company had a net loss of approximately $18 million, an accumulated deficit of approximately $112 million and stockholders' deficit of approximately $32 million as of and for the year ended February 28, 2023, and therefore there is substantial doubt about the ability of the Company to continue as a going concern. For the nine months ended Nov. 30, 2023, the Company had negative cash flow from operating activities of $9,378,427. As of Nov. 30, 2023, the Company has an accumulated deficit of $125,535,116, and negative working capital of $12,944,810. Management does not anticipate having positive cash flow from operations in the near future. The Company said these factors raise a substantial doubt about the Company's ability to continue as a going concern within the next 12 months. ASP MCS: $445MM Bank Debt Trades at 18% Discount ------------------------------------------------ Participations in a syndicated loan under which ASP MCS Acquisition Corp is a borrower were trading in the secondary market around 82 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $445 million facility is a Term loan that is scheduled to mature on May 18, 2024. About $417.2 million of the loan is withdrawn and outstanding. Headquartered in Lewisville, Texas, ASP MCS Acquisition Corp., primarily provides property inspection and preservation services on behalf of lenders and loan servers for homes with defaulted mortgage loans. The company is owned by affiliates of American Securities LLC, a private equity group. ASPIRA WOMEN'S: Names Dr. Sandra Milligan as President ------------------------------------------------------ Aspira Women's Health Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on March 16, 2024, it expanded its senior management team with the addition of Sandra Milligan, M.D., J.D. as president, effective as of April 1, 2024 and reporting to Nicole Sandford, who will remain chief executive officer. Dr. Milligan, age 60, has over twenty-five years of experience in the healthcare sector. Prior to joining the Company, Dr. Milligan served as Executive Vice President, Research and Development at Organon. Prior to that, she served in executive roles of increasing responsibility at innovative biopharmaceutical companies such as Amgen, Genentech and Merck. She has demonstrated success in supporting pipeline and product development in both oncology and non-oncology disease areas, with recent emphasis in women's health. Dr. Milligan is a known and respected leader in women's health who drives cross-functional strategies to achieve corporate success. Dr. Milligan earned a Doctor of Medicine from the George Washington University School of Medicine as well as a Juris Doctor from Georgetown University Law Center. After serving as a General Medical Officer in the US Army Medical Corps, she began her corporate career as an attorney in healthcare and corporate law prior to joining the pharmaceutical industry. Dr. Milligan also currently serves on the board of Gossamer Bio. Pursuant to the terms of an employment agreement, effective on April 1, 2024, between the Company and Dr. Milligan, the Company will pay Ms. Milligan an annual base salary of $400,000. In addition, Ms. Milligan will be eligible for a bonus of up to 50% of her base salary (prorated for partial years) for achievement of corporate goals to be defined by the Company's chief executive officer and approved by the Board of Directors. The exact payment terms of such bonus, if any, are to be set by the Compensation Committee of the Board of Directors in its sole discretion. During the term of her employment, Dr. Milligan will also be entitled to the Company's standard benefits covering employees at her level. If Dr. Milligan's employment is terminated without cause or resigns for good reason (as these terms are defined in the Employment Agreement) at any time following the date that is 12 months following the Effective Date, and provided that she complies with certain requirements (including signing a standard separation agreement release and complying with the non-competition provision in the Employment Agreement), under the Employment Agreement: (i) she will be entitled to continued payment of her base salary as then in effect for a period of six months following the date of termination and (ii) she will be entitled to continued health and dental benefits through COBRA premiums paid by the Company until the earlier of six months after termination or the time that she obtains employment with reasonably comparable or greater health and dental benefits. The Employment Agreement additionally provides that Dr. Milligan will be granted a stock option award with respect to 30,000 shares of Company common stock on, or as soon as administratively practicable after, April 1, 2024, subject to approval by the Compensation Committee of the Board of Directors, and subject to the terms and conditions of the Company's 2019 Stock Incentive Plan and a stock option award agreement in a form substantially similar to that used by the Company for other senior executives of the Company. Each Option shall have a per share exercise price equal to the closing price per share of Company common stock as of the applicable grant date. The stock options vest 25% on each of the first four anniversaries of the grant date, subject to Dr. Milligan's continued employment with the Company. The Option shall remain exercisable until the earliest to occur of (i) the 12-month anniversary of the date of Dr. Milligan's termination of employment, (ii) the date on which the Options would have expired if Dr. Milligan's employment had continued through the full term of the Option and (iii) the date on which Dr. Milligan breaches this Agreement, the PIIA or any other agreement between Dr. Milligan and the Company or any of its affiliates. Additionally, the Employment Agreement provides that if Dr. Milligan's employment is terminated without cause or for good reason within the 12-month period following a change of control (as such term is defined in the Employment Agreement), then, in addition to the benefits above, 100% of any then-unvested options to purchase Company common stock previously granted by the Company will vest upon the date of such termination (subject to earlier expiration at the end of the option's original term). Under the Employment Agreement, Dr. Milligan is subject to a non-competition covenant and a non-solicitation covenant, each extending for 12 months following the termination of Dr. Milligan's employment with the Company, as well as a mutual non-disparagement covenant. About Aspira Women's Health Formerly known as Vermillion, Inc., Aspira Women's Health Inc. -- http://www.aspirawh.com-- is transforming women's gynecological health with the discovery, development, and commercialization of innovative testing options for women of all races and ethnicities, starting with ovarian cancer. Its ovarian cancer risk assessment portfolio is marketed to healthcare providers as OvaSuite. OvaWatch is a non-invasive, blood-based test intended for use in the initial clinical assessment of ovarian cancer risk in women with benign or indeterminate adnexal masses for which surgical intervention may be either premature or unnecessary. The Company has incurred significant net losses and negative cash flows from operations since inception, and as a result has an accumulated deficit of approximately $515,214,000 as of September 30, 2023. It also expects to incur a net loss and negative cash flows from operations for the remainder of 2023. Working capital levels may not be sufficient to fund operations as currently planned through the next 12 months, absent a significant increase in revenue over historic revenue or additional financing. Given the above conditions, there is substantial doubt about the Company's ability to continue as a going concern, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. ASTER HARDWOODs: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of West Virginia authorized Aster Hardwoods, LLC to use cash collateral on an interim basis, in accordance with the budget. The Debtor has experienced financial hardship primarily due to a hyperconcentration of its work. The bulk of the work of the Debtor was with one customer, Trumbull Corporation, but the two entities are now in a dispute over a previous job in which Trumbull Corporation withheld the final payment of over $400,000. This has resulted in litigation between the parties in the Southern District of Ohio. Due to this major loss of anticipated income, as well as the loss of Trumbull Corporation as a customer, the cashflow of the Debtor was substantially impacted. However, Debtor has been able to pivot and expand its operations, with multiple projects currently underway and is diligently seeking additional work. The Debtor is seeking to restructure through the filing of this chapter 11 proceeding and intends to submit a plan of reorganization. Based on the Debtor's books and records, and a review of the online public records maintained by the Ohio Secretary of State, the Debtor contends that the following parties have or may claim to have security interests in the Debtor's cash collateral: Wesbanco Bank; U.S. Small Business Association; EBF Holdings; and the Internal Revenue Service. On November 19, 2019, the Debtor entered into two promissory notes with Wesbanco, in the amounts of $2.8 million and $350,000. These notes were secured by UCC filings attaching all business assets of the Debtor. There is approximately $1.4 million owed between the two loans. On June 20, 2020, the Debtor obtained a loan from the SBA which was secured by a UCC filed on June 20, 2020. There is approximately $159,063 owed on the loan. On February 27, 2023, the Debtor entered into a revenue-based financing agreement with EBF for a net amount of $70,000. The current estimated balance is $35,331. This was secured by a UCC filing attaching the future receipts of the Debtor. The Internal Revenue Service has three filed statutory liens for unpaid 941 taxes for tax years 2022 and 2023. As adequate protection, the security interests of the Secured Creditors in cash collateral are continued and re-granted in the same amount and to the same extent, validity and priority as existed immediately prior to the Petition Date, and the Secured Creditors will not be required to take any other action to perfect the lien(s) re-granted to them. A final hearing on the matter is set for April 10, 2024 at 9:30 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=15j59y from PacerMonitor.com. The Debtor projects $26,150 in net income and $173,850 in total expenses for one month. About Aster Hardwoods, LLC Aster Hardwoods, LLC is a land clearing company founded in 2012. The Company can also do road building, demolition, and asbestos abatement. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. W.V. Case No. 24-00118) on March 13, 2024. In the petition signed by Michael Winland, president/owner, the Debtor disclosed $6,832,418 in total assets and $4,039,300 in total liabilities. Judge David L. Bissett oversees the case. Kelly Gene Kotur, Esq., at Davis & Kotur Law Office Co. LPA, represents the Debtor as legal counsel. AT HOME GROUP: $600MM Bank Debt Trades at 48% Discount ------------------------------------------------------ Participations in a syndicated loan under which At Home Group Inc is a borrower were trading in the secondary market around 51.8 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $600 million facility is a Term loan that is scheduled to mature on July 24, 2028. The amount is fully drawn and outstanding. At Home Group Inc. owns and operates home decor stores. The Company offers furniture, home furnishings, wall decor and decorative accents, rugs, and housewares. AULT ALLIANCE: Sells Series C Preferred Stock, Warrants for $43.5MM ------------------------------------------------------------------- Ault Alliance, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on each of March 18, 2024 and March 19, 2024, the Company, pursuant to the Securities Purchase Agreement entered into with Ault & Company, Inc., a Delaware corporation on November 6, 2023, sold 500 shares of Series C convertible preferred stock, and warrants to purchase 147,820 shares of the Company's common stock to Ault & Company, for a purchase price of $500,000. As of March 19, 2024, Ault & Company has purchased an aggregate of 43,500 shares of Series C Convertible Preferred Stock and Series C Warrants to purchase an aggregate of 12,860,312 Warrant Shares, for an aggregate purchase price of $43.5 million. The Agreement provides that Ault & Company may purchase up to $50 million of Series C Convertible Preferred Stock and Series C Warrants in one or more closings. The Purchaser is an affiliate of the Company. About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly- and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which the Company mines Bitcoin, and provides mission-critical products that support a diverse range of industries, including crane services, oil exploration, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $378.46 million in total assets, $257.22 million in total liabilities, $2.18 million in redeemable noncontrolling interests in equity of subsidiaries, and total stockholders' equity of $119.06 million. Ault Alliance said in its Quarterly Report for the period ended Sept. 30, 2023, that as of that date, the Company had cash and cash equivalents of $8.7 million, negative working capital of $45.1 million and a history of net operating losses. The Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. The Company said these factors create substantial doubt about the Company's ability to continue as a going concern for at least one year after the date that these condensed consolidated financial statements are issued. AVEANNA HEALTHCARE: $415MM Bank Debt Trades at 15% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Aveanna Healthcare LLC is a borrower were trading in the secondary market around 84.8 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $415 million facility is a Term loan that is scheduled to mature on December 10, 2029. The amount is fully drawn and outstanding. Aveanna Healthcare LLC provides health care services. The Company offers pediatric skilled nursing, therapy, autism, enteral nutrition, and adult services. BH&G HOLDINGS: Seeks to Hire Schwartz Law as Bankruptcy Counsel --------------------------------------------------------------- BH&G Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Schwartz Law, PLLC, as its bankruptcy counsel. The firm's services include: (a) advising the Debtors with respect to their powers and duties in the continued management and operation of their business and property; (b) attending meetings and negotiating with representatives of creditors and other parties involved in the Debtors' Chapter 11 cases, and advising on the conduct of the bankruptcy cases, including all of the legal and administrative requirements of operating in Chapter 11; (c) taking all necessary actions to protect and preserve the Debtors' bankruptcy estate, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the estate, negotiations concerning all litigation in which the Debtors may be involved, and objections to claims filed against the estate; (d) preparing reports and legal papers; (e) negotiating and preparing a plan of reorganization, disclosure statement and all related documents, and taking necessary actions to obtain confirmation of such plan; (f) advising the Debtors in connection with any sale of their assets; (g) appearing before the bankruptcy court, appellate courts and the Office of the U.S. Trustee; and (h) providing other necessary legal services. The firm will be paid at these rates: Attorneys $405 to $1,000 per hour Paraprofessionals $225 to $305 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Samuel Schwartz, Esq., a principal at Schwartz Law, disclosed in court filings that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Samuel A. Schwartz, Esq. Gabrielle A. Hamm, Esq. SCHWARTZ LAW, PLLC 601 East Bridger Avenue Las Vegas, NV 89101 Telephone: (702) 385-5544/(702) 802-2207 Facsimile: (702) 385-2741 Email: legalinfo@nvfirm.com About BH&G Holdings, LLC BH&G Holdings, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-10687) on February 27, 2024, listing $50,000,001 to $100 million in assets and $10,000,001 to $50 million in liabilities. Judge Hilary L Barnes presides over the case. Matthew L. Johnson of Johnson & Gubler, P.C. represents the Debtor as counsel. BIOXCEL THERAPUETICS: Ernst & Young Raises Going Concern Doubt -------------------------------------------------------------- BioXcel 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 2021, 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 22, 2024, Stamford, Connecticut-based Ernst & Young LLP said, "The Company has suffered recurring losses from operations, has used significant cash in 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 had cash and cash equivalents of $65,221,000 and an accumulated deficit of $590,598,000. BTI has incurred substantial net losses and negative cash flows from operating activities in nearly every fiscal period since inception and expects this trend to continue for the foreseeable future. The Company recognized net losses of $179,053,000 and $165,757,000 for the years ended December 31, 2023 and 2022, respectively, and had net cash used in operating activities of $155,006 and $135,341 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had $73,702,000 in total assets, $130,210,000 in total liabilities, and $56,508,000 in total stockholders' deficit. The Company's history of significant losses, its negative cash flows from operations, potential near-term increased covenant-driven amortization payments under its Credit Agreement, its limited liquidity resources currently on hand, and its dependence on its ability to obtain additional financing to fund its operations after the current resources are exhausted, about which there can be no certainty, have resulted in management's assessment that there is substantial doubt about the Company's ability to continue as a going concern for a period of at least 12 months from the issuance date of its financial statements included in its Annual Report on Form 10-K. The Company explained, "In order to mitigate the current and potential future liquidity issues, we have undertaken the Reprioritization and may, among other things, seek to raise capital through the issuance of common stock, or by restructuring, refinancing, and/or amending the terms of the Credit Agreement (including with respect to regulatory related events of default that do not contain a cure period) or pursue other strategic alternatives. However, such transactions may not be successful and we may not be able to raise additional equity and/or financing necessary to meet our obligations. Moreover, our Credit Agreement contains covenants that we may be unable to comply with and which could result in the acceleration of our debt service obligations, further reducing our capital resources and ability to fund our operations. As such, there can be no assurance that we will be able to continue as a going concern and we may be forced to delay, reduce or discontinue our product development programs or commercialization efforts in order to preserve cash." A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/mu895yt5 About BioXcel Therapeutics New Haven, CT-based BioXcel Therapeutics, Inc. is a biopharmaceutical company utilizing artificial intelligence to develop transformative medicines in neuroscience and, through the Company's wholly owned subsidiary, OnkosXcel Therapeutics LLC, immuno-oncology. The Company is focused on utilizing cutting-edge technology and innovative research to develop high-value therapeutics aimed at transforming patients' lives. BLADIMIR MECHANIC: Seeks to Tap Tax Compliance Group as Accountant ------------------------------------------------------------------ Bladimir Mechanic Services, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Tax Compliance Group, LLC as its accountant. The firm will render these services: (a) monthly & quarterly accounting services; general ledger maintenance; payroll & sales tax guidance; W2 & 1099 preparation; compilation, final review, and annual report service; (b) financial statement analysis; strategic planning; process development, implementation, monitoring; advice regarding software solutions; (c) Sales and Local Tax Services (SALT); and (d) tax planning. The firm will be compensated on a monthly basis in the sum of $750. The firm received an initial payment in the amount of $1500 to compensate for bringing the Debtor's books up to date from the first of this year through the petition date. Matthew Sherman, a principal at Tax Compliance Group, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew J. Sherman Tax Compliance Group, LLC 150 East Palmetto Park Road, Suite 800 Boca Raton, FL 33432 Telephone: (561) 861-0920 Facsimile: (866) 511-2384 Email: Msherman@taxcompliancegroup.com About Bladimir Mechanic Services Bladimir Mechanic Services, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11421) on February 14, 2024, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Erik P. Kimball oversees the case. Matthew Joseph Sherman, Esq., represents the Debtor as legal counsel. BOMBARDIER INC: Moody's Rates New Sr. Unsecured Notes Due 2031 'B2' ------------------------------------------------------------------- Moody's Ratings assigned a B2 rating to Bombardier Inc.'s proposed senior unsecured notes due 2031. Proceeds will be used to finance the tender and redemption offers for its notes due in 2026 and 2027. The company's B2 corporate family rating, B2-PD probability of default rating, SGL-2 speculative grade liquidity rating (SGL), B2 senior unsecured notes rating, and stable outlook remain unchanged. RATINGS RATIONALE Bombardier is constrained by: (1) debt to EBITDA above 5x; (2) high fixed charges of over $700 million per year (interest and capital expenditures) that constrain the company's free cash flow; and (3) its participation in the cyclical business jet market which has a number of strong competitors. Bombardier benefits from: (1) good liquidity over the next year; (2) significant scale; (3) a strong market position within the business jet market; and (4) a $14.2 billion backlog. Bombardier has good liquidity over the next year (SGL-2), with about $2.1 billion of available liquidity sources versus about $200 million of uses. Sources are cash and cash equivalents of $1.6 billion at Q4/23, $251 million available on its secured revolving credit facility ($300 million ABL facility that expires in 2027), and about $300 million in free cash flow through to the end of 2024. Uses are about $200 million of financial liabilities (excluding term debt but including items such as lease liabilities, liabilities related to various divestitures and government refundable advances). Bombardier has no maturities through to June 2026. The stable outlook reflects Moody's expectation that Bombardier will continue to generate free cash flow and improve its operating performance and financial leverage in 2024 and 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if adjusted debt to EBITDA is below 5x and the company continues to generate free cash flow. The ratings could be downgraded if Bombardier sees a deterioration in its operating performance or there are problems with its ability to deliver aircraft in line with its guidance. The rating could also be downgraded if adjusted debt to EBITDA approaches 7x or EBIT to Interest falls below 1x. STRUCTURAL CONSIDERATIONS The B2 ratings on the unsecured notes are the same level as the B2 CFR reflecting that unsecured debt accounts for the preponderance of debt in Bombardier's capital structure. The principal methodology used in this rating was Aerospace and Defense published in October 2021. Headquartered in Montreal, Quebec, Canada, Bombardier Inc. is a manufacturer of business jets. CANO HEALTH: $644MM Bank Debt Trades at 72% Discount ---------------------------------------------------- Participations in a syndicated loan under which Cano Health LLC is a borrower were trading in the secondary market around 27.7 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $644.4 million facility is a Term loan that is scheduled to mature on November 23, 2027. About $625.1 million of the loan is withdrawn and outstanding. Cano Health, LLC operates primary care centers and supports affiliated medical practices. The Company specializes in primary care for seniors, as well as promotes activities and care to improve both physical health and well-being and offers population health management programs. Cano Health serves patients in the United States. CANO HEALTH: Delays Filing of Annual Report for Year Ended Dec. 31 ------------------------------------------------------------------ Cano Health, Inc. filed a Form 12b-25 with the U.S. Securities and Exchange Commission notifying that the Company is unable to file its 2023 Form 10-K for the fiscal year ended December 31, 2023, within the prescribed period without unreasonable effort or expense. As previously disclosed in a Current Report on Form 8-K filed by the Company with the SEC on February 5, 2024, on February 4, 2024, the Company and certain of its direct and indirect subsidiaries commenced filing voluntary petitions in the U.S. Bankruptcy Court for the District of Delaware seeking relief under Chapter 11 of the U.S. Code. The Chapter 11 Cases are being jointly administered under Case No. 24-10164. The Debtors continue to operate their business and manage their properties as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. In connection with preparing for the filing of the Chapter 11 Cases and thereafter, the Company has been principally engaged in addressing bankruptcy-related matters, negotiating with creditors and potential strategic partners, and reformulating its business strategy in an effort to emerge from bankruptcy. The Company's management, including its financial, accounting and administrative personnel, has devoted substantially all of their time and attention to: (i) maintaining the Company's ongoing operations, including developing and implementing its post-petition business strategy; (ii) securing adequate liquidity to support the Company's ongoing operations, such as its debtor-in-possession financing facility; (iii) restructuring the Company's financial obligations under the protection of the Bankruptcy Court; (iv) meeting the reporting requirements of the Company's debtor-in-possession financing lenders, the Bankruptcy Court and the Bankruptcy Code; and (v) satisfying the Company's obligations to other parties with interests in the Chapter 11 Cases. The filing of the Chapter 11 Cases came at a time during which the Company's year-end audit procedures would normally be conducted. As a result of the increased burdens placed upon the Company's financial, accounting and administrative personnel and the diversion of the Company's financial resources towards the efforts described above, the Company has been unable to timely complete the preparation of its 2023 Form 10-K. However, the Company has dedicated significant resources to completing the 2023 Form 10-K and is working diligently to complete the necessary work to file the 2023 Form 10-K as soon as practicable within the 15 calendar days of the prescribed due date, pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended. About Cano Health Inc. Cano Health, Inc., and its affiliates are independent primary care physician group. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February 4, 2024. In the petitions signed by Mark Kent, authorized signatory, the Debtors disclosed $1,211,931,000 in assets and $1,471,032,000 in liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as investment banker; and AlixPartners, LLP as financial advisor. Kurtzman Carson Consultants, LLC is the claims, notice and solicitation agent. Gibson, Dunn & Crutcher, LLP and Pachulski, Stang, Ziehl & Jones, LLP represent the ad hoc first lien group while ArentFox Schiff, LLP represents Wilmington Savings Fund Society, FSB, the DIP agent. Credit Suisse AG, Cayman Islands Branch, serves as administrative agent and collateral agent, under the Credit Agreement. Freshfields Bruckhaus Deringer US, LLP is counsel to the agent. JPMorgan Chase Bank, N.A., serves as administrative agent and collateral agent under the Side-Car Credit Agreement. It is represented by Proskauer Rose, LLP. CANO HEALTH: Holds 15.6% of MSP's Class A Shares as of March 14 --------------------------------------------------------------- Cano Health, Inc. disclosed in a Schedule 13D/A Report filed with the U.S. Securities and Exchange Commission that as of March 14, 2024, it beneficially owned 2,308,360 shares of MSP Recovery's Class A Common Stock, representing 15.6% of the shares outstanding. The percentage of beneficial ownership of the Class A Shares reported in this Schedule 13D assumes 14,803,125 Class A Shares outstanding as of February 2, 2024, based on information set forth in the Form S-1/A filed by MSP Recovery on February 9, 2024. As of March 18, 2024, the aggregate number and percentage of Class A Shares beneficially owned by Cano Health, Inc. and, for Cano Health, Inc., the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover page of this Schedule 13D and are incorporated herein by reference. As of March 18, 2024, Cano Health, LLC, an indirect subsidiary of Cano Health, Inc., directly owns the 2,308,360 Class A Shares reported herein representing approximately 15.6% of the Class A Shares outstanding. The 2,308,360 Class A Shares beneficially owned by Cano Health, Inc. represent approximately 1.7% of MSP Recovery's total outstanding voting shares. Cano Health, Inc.'s voting power percentage assumes an aggregate of 138,870,623 shares of Issuer voting stock outstanding, consisting of (x) 14,803,125 Class A Shares outstanding as of February 2, 2024, based on information set forth in the Form S-1/A, and (y) 124,067,498 shares of MSP Recovery's Class V common stock, par value $0.0001 per share (the "Class V Shares") outstanding as of February 2, 2024, based on information set forth in the Form S-1/A. The Class A Shares and Class V Shares each are entitled to one vote per share on matters submitted to a vote of MSP Recovery's stockholders. A full-text copy of the Report is available at https://tinyurl.com/2jmcrvb2 About Cano Health Inc. Cano Health, Inc., and its affiliates are independent primary care physician group. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February 4, 2024. In the petitions signed by Mark Kent, authorized signatory, the Debtors disclosed $1,211,931,000 in assets and $1,471,032,000 in liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as investment banker; and AlixPartners, LLP as financial advisor. Kurtzman Carson Consultants, LLC is the claims, notice and solicitation agent. Gibson, Dunn & Crutcher, LLP and Pachulski, Stang, Ziehl & Jones, LLP represent the ad hoc first lien group while ArentFox Schiff, LLP represents Wilmington Savings Fund Society, FSB, the DIP agent. Credit Suisse AG, Cayman Islands Branch, serves as administrative agent and collateral agent, under the Credit Agreement. Freshfields Bruckhaus Deringer US, LLP is counsel to the agent. JPMorgan Chase Bank, N.A., serves as administrative agent and collateral agent under the Side-Car Credit Agreement. It is represented by Proskauer Rose, LLP. CANTON & COMPANY: Seeks to Hire Bott & Associates as Accountant --------------------------------------------------------------- Canton & Company, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Catherine Bott, CPA of Bott & Associates, Pa as its accountant. The firm will determine the Debtor's profit and loss, prepare for filing tax returns and assist, if necessary, with the Monthly Operating Reports for the United States Trustee's office. Ms. Bott 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: Catherine Bott, CPA Bott & Associates, Pa 7939 Honeygo Blvd, Suite 111 Joppa, MD 21085 Phone: (410) 931-6390 About Canton & Company Canton & Company, LLC is a healthcare growth and strategic services firm in Baltimore, Md. Its comprehensive suite of growth services includes Strategy & Insights, Integrated Marketing Solutions, and Performance Solutions. The Debtor filed Chapter 11 petition (Bankr. D. Md. Case No. 23-19054) on Dec. 12, 2023, with up to $500,000 in assets and up to $10 million in liabilities. Richard (Don) McDaniel, Jr., manager, signed the petition. Judge David E. Rice oversees the case. Daniel Staeven, Esq., at Frost Law, is the Debtor's bankruptcy counsel. CAPITAL TACOS: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- Capital Tacos Holdings, LLC, KJ-IP, LLC, and KJ-Licensing, LLC ask the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for authority to use cash collateral and provide adequate protection. The Debtors require the use of cash collateral to pay operating expenses and the costs of administering the Chapter 11 cases. The Debtors' primary secured creditor is FVP Servicing, LLC, in connection with a $2.5 million loan. The Lender filed a UCC financing statement asserting a security interest in all assets of the Debtors. Accordingly, the Lender may assert an interest in cash collateral. In exchange for the Debtors' ability to use cash collateral in the operation of their businesses, the Debtors propose to grant to the Lender, as adequate protection, a replacement lien to the same extent, validity, and priority as existed on the Petition Date. In other words, the Debtors propose that the "floating" liens on such assets continue to "float" to the same extent, validity, and priority as existed on the Petition Date, notwithstanding 11 U.S.C. section 552. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=Qkm6k9 from PacerMonitor.com. The Debtor projects total expenses of $8,053 for the week starting April 1, 2024. About Capital Tacos Holdings, LLC Capital Tacos Holdings, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01363) on March 15, 2024. In the petition signed by James Marcus, manager, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Edward J. Peterson, Esq., at JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP, represents the Debtor as legal counsel. CAPSTONE INVESTMENTS: Wins Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Louisiana authorized Capstone Investments, LLC to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance. As previously reported by the Troubled Company Reporter, the Debtor sought bankruptcy protection because of its strained relationship with Federal National Mortgage Association (FNMA) d/b/a Fannie Mae. The crux of their dispute is the imposition of forced placed insurance. In 2023, the Debtor's insurance briefly lapsed, leaving the Apartment Complex temporarily without coverage. While the Debtor was able to procure replacement insurance (and has since remained insured), Fannie Mae forced place insurance in response and has since refused to remove the forced placed insurance. Although the Debtor could afford the regular monthly payment to Fannie Mae, it could not also afford pay Fannie Mae's forced placed insurance premiums. After several attempts to restructure the Fannie Mae debt, Fannie Mae filed a Petition for Executory Process in the 19th Judicial District Court for the Parish of Tangipahoa, State of Louisiana, commencing case no. C-740882. To secure the Adequate Protection Claim, Fannie Mae is granted replacement security interests in and liens upon all post-petition personal assets of the Debtor and its estate and all proceeds and products of that personal property, and post-petition accounts and cash to the extent that Fannie Mae prepetition possessed a valid and perfected security interest and lien in any such assets, accounts and/or cash as of Wednesday, January 31, 2024, and all proceeds, rents, and products of all of the foregoing and all distributions thereon. The Debtor is directed to: (a) continue to keep Fannie Mae's collateral fully insured against all loss, peril, and hazard; and (b) pay any and all post-petition taxes, assessments and governmental charges with respect to the collateral that serves as security for the Fannie Mae debt that are billed after the Petition Date. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=t6S6Du from PacerMonitor.com. About Capstone Investments, LLC Capstone Investments, LLC is engaged in activities related to real estate. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. La. Case No. 24-10064) on January 31, 2024. In the petition signed by David J. Wascom, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Michael A. Crawford oversees the case. Ryan J. Richmond, Esq., at Sternberg, Naccari and White, LLC, represents the Debtor as legal counsel. CARESTREAM HEALTH: $540.8MM Bank Debt Trades at 14% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Carestream Health Inc is a borrower were trading in the secondary market around 86.4 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $540.8 million facility is a Term loan that is scheduled to mature on September 30, 2027. About $534.1 million of the loan is withdrawn and outstanding. Carestream Health, Inc., headquartered in Rochester, New York, is a supplier of imaging and IT systems to the medical and dental communities and to other markets. CENTER FOR SPECIAL: Panel Gets OK to Tap Underwood Murray as Atty. ------------------------------------------------------------------ The official committee of unsecured creditors appointed in the Chapter 11 case of the Center for Special Needs Trust Administration, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Underwood Murray, PA as its counsel. The firm will render these services: (a) assist and advise the committee in its consultations with the Debtor and the forthcoming Chapter 11 Trustee relative to the general administration of the bankruptcy case and the particular needs of the unsecured creditors (trust beneficiaries) of the Debtor; (b) assist the committee in analyzing the claims of the Debtor's creditors; (c) assist the committee as to the formulation and/or analysis of a plan of reorganization or liquidation, and, as to potential alternatives to a plan; (d) appear at trials, hearings, and other matters in this case; (e) assist and coordinate with the forthcoming Chapter 11 trustee with respect to all matters to advance recoveries to unsecured creditors and protect their assets held in trust by the Debtor or its fiduciaries; (f) review and analyze applications, orders, pleadings, financial information, and communications and advise the committee as to their propriety and effect on the unsecured creditors; (g) assist the committee in preparing pleadings and applications as may be necessary in furtherance of its interests and objectives in the Chapter 11 case; (h) assist the committee in providing advice concerning any litigation strategies or sale of assets proposed by the Debtor or Chapter 11 trustee, or any issues concerning or affecting assets held in trust for the unsecured creditors; and (i) perform such other legal services as may be required or are otherwise deemed to be in the interests of the committee in accordance with its powers and duties. The hourly rates of the firm's counsel and staff are as follows: Partners $425 - $700 Associates $315 - $350 Paralegals $200 In addition, the firm will seek reimbursement for expenses incurred. Megan Murray, Esq., an attorney at Underwood Murray, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Megan W. Murray, Esq. Underwood Murray, PA 100 N. Tampa Street, Suite 2325 Tampa, FL 33602 Telephone: (813) 540-8401 Facsimile: (813) 553-5345 Email: mmurray@underwoodmurray.com About The Center for Special Needs Trust Administration The Center for Special Needs Trust Administration, Inc. filed Chapter 11 petition (Bankr. M.D. Fla. Case No. 24-00676) on Feb. 9, 2024, with $100 million to $500 million in both assets and liabilities. Judge Roberta A. Colton oversees the case. Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler, PA is the Debtor's legal counsel. On March 4, 2024, the U.S. Trustee appointed an official committee of unsecured creditors in this Chapter 11 case. The committee tapped Underwood Murray, PA as its counsel. CENTERPOINT RADIATION: Has Deal on Cash Collateral Access --------------------------------------------------------- CenterPoint Radiation Oncology, LLC, a California limited liability company, and affiliates advised the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, that they have reached an agreement with First-Citizens Bank & Trust Company and (iii) Delphi Investors, Inc. regarding the use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. The parties agreed that the Debtors may use cash collateral on an interim basis through the close of business on May 31, 2024 in accordance with the budget, solely to the extent necessary to pay post-petition expenses. The Debtors will use $45,000 of cash collateral to pay Delphi rent for March 2024, an additional $45,000 for April 2024 rent, and an additional $45,000 for May 2024 rent, and such payments will be made on the same day that the Debtors pay to FCB $5,700, which represents the monthly adequate protection payments due FCB. Delphi, in exchange for receipt of $45,000 of cash collateral for rent for March 2024, April 2024, and May 2024, will not declare a default for failure to pay the sum of $101,000 rent for March 2024, $101,000 for April 2024, and $101,000 for May 2024. Delphi will also be prohibited from locking out the Debtors from the Debtors' business located at 8929 Wilshire Blvd., Suite 100, Beverly Hills, California 90211 until May 31, 2024 so long as (i) the Debtors continue to make monthly payments of $45,000 to Delphi wired on or before the 1st day of each month; and (ii) subject to the terms of any buyer's lease. A hearing on the matter is set for April 2, 2024 at 11 a.m. A copy of the Debtors' stipulation and budget is available at https://urlcurt.com/u?l=XkNJLT from PacerMonitor.com. The Debtors project total combined expenses, on a monthly basis, as follows: $206,685 for March 2024; $212,945 for April 2024; $209,218 for May 2024; and $209,505 for June 2024. About CenterPoint Radiation CenterPoint Radiation Oncology, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-13448) on June 2, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Dr. Rosalyn Morrell, member, signed the petition. Judge Sheri Bluebond oversees the case. Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP is the Debtor's counsel. CHENIERE ENERGY: Closes $1.5 Billion Senior Notes Offering ---------------------------------------------------------- Cheniere Energy, Inc. disclosed in Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 19, 2024, the Company closed the sale of its previously announced offering of $1.5 billion aggregate principal amount of 5.650% senior notes due 2034. The sale of the Notes was not registered under the Securities Act of 1933, as amended, and the Notes were sold in reliance on Rule 144A and Regulation S thereunder. The Notes were issued on the Issue Date pursuant to an indenture, dated as of the Issue Date (the "Base Indenture"), by and between Cheniere and The Bank of New York Mellon, as trustee, as supplemented by the first supplemental indenture, dated as of the Issue Date, between Cheniere and the Trustee, relating to the Notes (the "First Supplemental Indenture"). The Base Indenture as supplemented by the First Supplemental Indenture is referred to herein as the "Notes Indenture." Under the terms of the First Supplemental Indenture, the Notes will mature on April 15, 2034 and will accrue interest at a rate equal to 5.650% per annum on the principal amount from the Issue Date, with such interest payable semi-annually, in cash in arrears, on October 15 and April 15 of each year, beginning on October 15, 2024. The Notes are Cheniere's senior unsubordinated obligations, ranking equally in right of payment with Cheniere's other existing and future senior unsubordinated debt and senior in right of payment to any of Cheniere's future subordinated debt. The Notes are not initially guaranteed by any of Cheniere's subsidiaries. In the future, any subsidiary that guarantees or becomes a co-obligor with respect to any obligations of Cheniere in respect of Cheniere's existing 4.625% senior notes due 2028 will also guarantee the Notes. At any time or from time to time prior to October 15, 2033 (the "Par Call Date"), Cheniere may, at its option, redeem all or part of the Notes at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) a specified make-whole redemption price set forth in the First Supplemental Indenture, in either case plus accrued and unpaid interest to the redemption date. On and after the Par Call Date, Cheniere may redeem the Notes at its option, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date. The Notes Indenture also contains customary terms and events of default and certain covenants that, among other things, limit Cheniere's ability to incur liens, enter into sale-leaseback transactions and consolidate, merge or sell, lease or otherwise dispose of all or substantially all of Cheniere's properties or assets. The Notes Indenture covenants are subject to a number of important limitations and exceptions. In connection with the issuance of the Notes, Cheniere and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BBVA Securities Inc., Mizuho Securities USA LLC, Scotia Capital (USA) Inc. and Truist Securities, Inc., as representatives of the initial purchasers, entered into a Registration Rights Agreement dated as of the Issue Date. Under the terms of the Registration Rights Agreement, Cheniere has agreed to use commercially reasonable efforts to file with the U.S. Securities and Exchange Commission and cause to become effective a registration statement with respect to an offer to exchange any or all of the Notes, for a like aggregate principal amount of debt securities of Cheniere issued under the Notes Indenture and identical in all material respects to the respective Notes sought to be exchanged (other than with respect to restrictions on transfer or to any increase in annual interest rate), and that are registered under the Securities Act. Cheniere has agreed to use commercially reasonable efforts to cause such registration statement to become effective within 360 days after the Issue Date. Under specified circumstances, Cheniere has also agreed to use commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the Notes. Cheniere will be obligated to pay additional interest if it fails to comply with its obligations to register the Notes within the specified time periods. About Cheniere Energy Headquartered in Houston, Texas, Cheniere Energy, Inc. is a leading producer and exporter of liquefied natural gas in the United States, reliably providing a clean, secure, and affordable solution to the growing global need for natural gas. Cheniere is a full-service LNG provider, with capabilities that include gas procurement and transportation, liquefaction, vessel chartering, and LNG delivery. Egan-Jones Ratings Company on May 8, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Cheniere Energy, Inc. CLEAN & FRESH: Seeks Cash Collateral Access ------------------------------------------- Clean & Fresh Cleaning Service, LLC, asks the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, for authority to use cash collateral and provide adequate protection. The Debtor believes that United States Small Business Administration may have an interest in its cash collateral by way of Security Agreement and UCC-1 financing statement number 20200123026K filed on August 7, 2020 with the North Carolina Secretary of State. The potentially secured party has not yet consented to the Debtor's use of cash collateral. At the time of the petition, the Debtor had cash on hand of approximately $19,341 in its bank account and in petty cash, all of which was transferred to the Debtor's DIP account after filing and non-titled personal property, , valued at approximately $39,211. The Debtor believes that its cash will be replenished through normal operations. The Debtor proposes to adequately protect the Potential Secured Creditor by giving them a replacement lien on post-petition cash and personal property to the same extent, and with the same priority, as any pre-petition perfected lien. The Debtor further proposes an adequate protection payment to the SBA in the amount of $718, an amount that is equal to the anticipated monthly secured payment that Debtor will propose in its plan. A copy of the motion is available at https://urlcurt.com/u?l=W8K54C from PacerMonitor.com. About Clean & Fresh Cleaning Service, LLC Clean & Fresh Cleaning Service, LLC has operated since 2016 as a commercial office and apartment cleaning service in the Raleigh, North Carolina and surrounding areas. The company is owned by Rondolfo S. Godoy and Diana Medina Barahona. Ms. Barahona is the company representative in this bankruptcy proceeding. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00926-5-PWM) on March 20, 2024. In the petition signed by Diana Medina Barahona, member, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. CNA EQUITY: Court OKs Cash Collateral Access Thru April 30 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California authorized CNA Equity Group, Inc. to continue using the cash collateral of the U.S. Small Business Administration on an interim basis in accordance with the budget, through April 30, 2024. As previously reported by the Troubled Company Reporter, as of the petition date, the Debtor had approximately $187,252 in its Bank of America bank accounts. Pursuant to an pre-petition EIDL loan, Creditor is the Debtor's sole secured creditor with a security interest in all of the Debtor's assets pursuant to a promissory note, security agreement and recorder UCC-1 Financing Statement. The current balance owed to Creditor is $2 million. There is a question as to whether the Creditor's lien is properly perfected in the Debtor's bank accounts. The Debtor has non-insider, unsecured debt in the approximate amount of $47,459. The material unsecured creditors in this case are the actual and potential litigation claimants asserting state law claims against the Debtor relating to the wrongful acts of a third party. A copy of the order is available at https://urlcurt.com/u?l=JB2J4h from PacerMonitor.com. About CNA Equity CNA Equity Group, Inc., doing business as Platinum One Realty and Mortgage, is a full-service mortgage company servicing Northern and Southern California. The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-41294) on Oct. 6, 2023, with $1,661,089 in assets and $2,102,967 in liabilities. Michael Mulry, president, signed the petition. Judge William J. Lafferty, III oversees the case. Chris Kuhner, Esq., at Kornfield, Nyberg, Bendes, Kuhner & Little, P.C. represents the Debtor as legal counsel. CONFLUENT MEDICAL: Moody's Lowers 1st Lien Credit Facilities to B3 ------------------------------------------------------------------ Moody's Ratings affirmed Confluent Medical Technologies, Inc.'s B3 Corporate Family Rating and B3-PD Probability of Default rating. Concurrently, Moody's downgraded the ratings on the company's existing senior secured first lien credit facilities to B3 from B2. The outlook remains stable. Proceeds of a $105 million incremental first lien term loan were used to repay the senior secured second lien term loan and pay fees and expenses related to this transaction. The transaction is credit positive as it reduces the overall interest expense of the company. The affirmation of the B3 CFR reflects Confluent's modest size and scale balanced by its strong market position as a designer and manufacturer of nitinol based components for medical device OEMs. The downgrade of the senior secured first lien debt instruments reflect the addition of approximately $105 million of incremental first lien debt, and the removal of the loss absorption provided by second lien debt cushion. The ratings on the senior secured first lien revolver and term loan match the B3 CFR, as these instruments represent the preponderance of debt in the capital structure. RATINGS RATIONALE Confluent's B3 Corporate Family Rating is constrained by its high financial leverage, notwithstanding improvement that will result from earnings growth. Moody's anticipates gross debt/EBITDA declining to the low 5 times range over the next 12-18 months compared to approximately 5.8 times as of September 30, 2023. The ratings are constrained by the company's modest size and scale as a designer and manufacturer of nitinol based components for medical device OEMs. The ratings reflect the company's significant customer concentration and its reliance on a limited number of suppliers for its nitinol supply. Confluent's ratings are supported by its strong market position in manufacturing nitinol based components. With a growing demand for vascular products and increasing adoption of nitinol by OEMs, Moody's expects continued revenue and earnings growth over the next few years. The company has well established long-term relationships with its OEM customers and a track record of developing new products with its customers. Moody's expects the company's liquidity to be very good over the next 12-18 months. Cash on balance sheet pro forma for the refinancing was $68 million with an undrawn revolver of $75 million as of March 2024. Moody's expect positive free cash flow for the forecast period. The stable outlook reflects Moody's expectation that Confluent's sales and earnings will grow at a fast pace supported by its focus on higher-growth medical device segments. Moody's expects that Confluent will reduce leverage absent any significant debt-financed acquisitions or shareholder distributions. Confluent's CIS-4 score indicates that the company's rating is lower than it would have been if ESG exposures did not exist. Confluent has exposure to governance risks including the company's financial policies under majority private equity ownership as well as the company's high financial leverage. The company also has social risks associated with responsible production including compliance with regulatory requirements for the safety of medical devices. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Confluent significantly increases its size and scale through a balanced growth strategy and diversifies is product portfolio into higher growth areas. In addition, the ratings could be upgraded if the company sustains positive free cash flow. Finally, debt/EBITDA sustained below 5.5 times would support an upgrade. The ratings could be downgraded if Confluent has a significant deterioration in operating performance or pursues debt financing for acquisitions or shareholder distributions. Finally, a downgrade could occur if the company's liquidity weakens such that free cash flow turns negative on a sustained basis. Confluent is a materials science company that supports the design, development and manufacturing of implants, delivery systems and other medical devices. The company provides specialized design and development services, prototyping, production manufacturing and equipment to medical device companies focused in the peripheral vascular, neurovascular and structural heart markets. Confluent supplies nitinol (nickel & titanium alloy) materials, biomedical textiles and precision polymer components. The company is majority-owned by private equity firm TPG Capital. Revenues are approximately $304 million as of the LTM period ending September 30, 2023. The principal methodology used in these ratings was Medical Products and Devices published in October 2023. CONTINENTAL AMERICAN: Taps Aurora Management Partners as CRO ------------------------------------------------------------ Continental American Corporation and Pioneer National Latex, Inc. seek approval from the U.S. Bankruptcy Court for the District of Kansas to employ Aurora Management Partners as chief restructuring officer. The firm's services include: a) preparing budget and distribution of funds by the Debtors; b) selling assets of the Debtors (not to include any bulk sales); c) hiring and firing of employees other than the executive team; d) managing plant operations and logistics; and e) winding down operations, all subject to court approval and advice of Debtors’ counsel as necessary or appropriate. The firm will be paid at these rates: Director/Managing Director/ Sr. Managing Director/Managing Partner $430-$820/hr. Associate Director $360-$430/hr. Consultant, Senior Consultant $250-$360/hr. David Baker, managing partner at Aurora, assured the court that his firm is a "disinterested person" as defined in 11 U.S.C. 101(14). The firm can be reached through: David M. Baker Aurora Management Partners 112 South Tryon Street Suite 1770 Charlotte, NC 28284 Phone: (704) 377-6010 About Continental American Corporation Continental American Corporation operates a balloon manufacturing business in Wichita, Kan. Continental American and its affiliate, Pioneer National Latex, Inc., filed Chapter 11 petitions (Bankr. D. Kan. Lead Case No. 23-10938) on Sept. 22, 2023. Judge Mitchell L. Herren oversees the cases. At the time of the filing, Continental American reported $50 million to $100 million in assets and $10 million to $50 million in liabilities while Pioneer National Latex reported $1 million to $10 million in assets and $10 million to $50 million in liabilities. David Prelle Eron, Esq., at Prelle Eron & Bailey, P.A. represents the Debtors as legal counsel. COTTONWOOD FINANCIAL: Clark Hill Files Rule 2019 Statement ---------------------------------------------------------- The law firm Clark Hill PLC filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of Cottonwood Financial Ltd. and affiliates, the firm represents: 1. RingCentral, Inc.; and 2. Waste Management, and its various affiliates and/or subsidiaries. Clark Hill represents each of these clients individually and they do not constitute a committee of any kind. Each of the parties has consented to multiple representation by Clark Hill. The Creditors' nature of claim are: 1. RingCentral, Inc. Unsecured Creditor – Vendor/Utility 2. Waste Management, and its various affiliates and/or subsidiaries Unsecured Creditor – Vendor/Utility Counsel to RingCentral, Inc. and Waste Management: Andrew G. Edson, Esq. CLARK HILL PLC 901 Main Street, Suite 6000 Dallas, Texas 75202 (214) 651-4300 (214) 651-4330 (fax) Email: aedson@clarkhill.com James L. Ugalde, Esq. CLARK HILL PLC 3200 N. Central Ave., Suite 1600 Phoenix, Arizona 85012 (602) 440-4800 (602) 257-9582 (fax) Email: jugalde@clarkhill.com About Cottonwood Financial Cottonwood Financial Ltd. operates one of the largest privately held retail consumer finance companies in the United States. Through its Cash Store brand, the Company offers customers an array of financial products and consumer-lending services, including single payment cash advances, installment cash advances and title loans. The Company utilizes an innovative mix of financial technology (fintech) through its online customer portal and brick-and-mortar financial products and services through its 181 retail locations across Texas, Idaho and Wisconsin. Cottonwood Financial and four of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Tex Case No. 24-80035) on Feb. 24, 2024. In the petition filed by Karen G. Nicolaou, chief restructuring officer, the Debtor reports assets of $0 to $50,000 and liabilities of $50 million to $100 million. Hon. Scott W Everett presides over the cases. Gray Reed is the Debtors' counsel. HMP Advisory Holdings, LLC dba Harney Partners is the Debtors' financial advisor. COTTONWOOD FINANCIAL: Court OKs Bid Rules for Sale of Assets ------------------------------------------------------------ Cottonwood Financial Ltd. and its affiliates received approval from the U.S. Bankruptcy Court for the Northern District of Texas to solicit bids for their assets. Under the court-approved bid rules, the deadline for potential buyers to place their bids on the assets is on April 25, at 4:00 p.m. Central Time. Potential buyers are required to provide a cash deposit in an amount equal to 10% of the total cash consideration of the purchase price. From the pool of these bids, one or more stalking horse bidders will be selected. The companies may, but are not required to, pay the stalking horse bidder a break-up fee in an amount not to exceed 3% of the cash component of its bid, and reimburse the expenses of the stalking horse bidder in an amount not to exceed $250,000. The sale of the companies' assets to the winning bidder will be considered at a court hearing set for May 13, at 9:30 a.m. Prevailing Central Time. Objections to the sale are due by May 3. About Cottonwood Financial Cottonwood Financial Ltd. operates one of the largest privately held retail consumer finance companies in the United States. Through its Cash Store brand, the company offers customers an array of financial products and consumer-lending services, including single payment cash advances, installment cash advances and title loans. The company utilizes an innovative mix of financial technology (fintech) through its online customer portal and brick-and-mortar financial products and services through its 181 retail locations across Texas, Idaho and Wisconsin. Cottonwood Financial and four of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Texas Lead Case No. 24-80035) on Feb. 24, 2024. In the petition signed by its chief restructuring officer, Karen G. Nicolaou, Cottonwood Financial reported up to $50,000 in assets and $50 million to $100 million in liabilities. Judge Scott W. Everett presides over the cases. The Debtors tapped Gray Reed as bankruptcy counsel and HMP Advisory Holdings, LLC, doing bsuiness as Harney Partners, as financial advisor. CURO GROUP: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Lead Debtor: CURO Group Holdings Corp. 200 W. Hubbard St. Suite 800 Chicago, IL 60654 Business Description: CURO Group is an omni-channel consumer finance company founded more than 25 years ago to meet the growing needs of consumers looking for convenient and accessible financial and loan services. The Company designs its customer experience to allow consumers to apply for, update and manage their loans in the channels they prefer--in branch, via mobile device or over the phone. The Company currently operates store locations across 13 U.S. states and eight Canadian provinces (with additional services available online in eight Canadian provinces and one territory) and employs approximately 2,856 employees in the U.S. and Canada. Chapter 11 Petition Date: March 25, 2024 Court: United States Bankruptcy Court Southern District of Texas Twenty-nine affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- CURO Group Holdings Corp. (Lead Debtor) 24-90165 Curo Financial Technologies Corp. 24-90166 Curo Intermediate Holdings Corp. 24-90169 Ad Astra Recovery Services, Inc. 24-90179 Attain Finance, LLC 24-90181 Covington Credit, Inc. 24-90182 Covington Credit of Alabama, Inc. 24-90178 Covington Credit of Georgia, Inc. 24-90184 Covington Credit of Texas, Inc. 24-90164 CURO Canada Corp. 24-90192 Curo Collateral Sub, LLC 24-90170 CURO Credit, LLC 24-90175 Curo Management, LLC 24-90190 CURO Ventures, LLC 24-90172 Ennoble Finance, LLC 24-90177 First Heritage Credit, LLC 24-90183 First Heritage Credit of Alabama, LLC 24-90185 First Heritage Credit of Louisiana, LLC 24-90186 First Heritage Credit of Mississippi, LLC 24-90187 First Heritage Credit of South Carolina, LLC 24-90167 First Heritage Credit of Tennessee, LLC 24-90168 Heights Finance Holding Co. 24-90173 Heights Finance Corporation (IL) 24-90189 Heights Finance Corporation (TN) 24-90191 LendDirect Corp. 24-90188 Quick Credit Corporation 24-90180 SouthernCo, Inc. 24-90171 Southern Finance of South Carolina, Inc. 24-90174 Southern Finance of Tennessee, Inc. 24-90176 Judge: Hon. Marvin Isgur Debtors' Bankruptcy Counsel: Sarah Link Schultz, Esq. Patrick Wu, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 2300 N. Field Street, Suite 1800 Dallas, TX 75201-2481 Tel: (214) 969-2800 Fax: (214) 969-4343 Email: sschultz@akingump.com pwu@akingump.com - and - Michael S. Stamer, Esq. Anna Kordas, Esq. Omid Rahnama, Esq. One Bryant Park New York, NY 10036-6745 Tel: (212) 872-1000 Fax: (212) 872-1002 Email: mstamer@akingump.com akordas@akingump.com orahnama@akingump.com Debtors' Co-Counsel: KING & SPALDING LLP Debtors' Canadian Legal Counsel: CASSELS BROCK & BLACKWELL LLP Proposed Canadian Court-Appointed Information Officer: FTI CONSULTING CANADA INC. Debtors' Investment Banker: OPPENHEIMER & CO. INC. Debtors' Claims, Noticing & Solicitation Agent: EPIQ CORPORATE RESRUCTURING, LLC Total Assets as of Jan. 1, 2024: $1,777,476,000 Total Debts as of Jan. 1, 2024: $2,230,687,000 The petitions were signed by Douglas Clark as chief executive officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/URJQTNY/CURO_Group_Holdings_Corp__txsbke-24-90165__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtor's 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Sparrow Purchaser, LLC Litigation $27,000,000 and CCF Intermediate Holdings LLC 7001 Post Road Suite 200 Dublin, OH 43016 Contact: Michael J. Durbin & Sean Obrien Email: mdurbin@ccfi.com; sobrien@ccfi.com 2. Gayhardt, Donald Deferred $4,104,017 Address On File Compensation Plan/Severance 3. Galileo Processing Inc. Trade Vendor $1,050,000 6510 S. Millrock Drive Suite 300 Salt Lake City, UT 84121 Contact: Legal Officer Email: legal@galileo-ft.com 4. Coombs, Anthony Severance $773,873 Address on File 5. Goldpoint Systems (GPS) Trade Vendor $713,582 1525 West 820 North PO Box 51427 Provo, UT 84601 Contact: Jeremy White, President & Chief Executive Officer Phone: (801) 361-9258 Email: jeremy@goldpointsystems.com 6. Thomas IV, Eugene Deferred $596,840 Address on File Compensation Plan 7. Milestone Ventures LLC Acquisition $526,905 105 Whitsett Street Proceeds Suite B Greenville, SC 29601 Contact: Adam Curtin Phone: 864-552-1444 Email: acurtin@milestonepartners.com 8. The Bank of Missouri Trade Vendor $500,000 906 N Kingshighway Perryville, MO 63775 Contact: Adrian Breen, Chief Executive Officer, President & Executive Chairman Tel: 888-547-6541 Fax: 573-547-1826 Email: mrobertson@bankofmissouri.com; mbarker@bankofmissouri.com 9. Cloudreach, Inc. Trade Vendor $495,111 1230 6th Avenue 19th Floor, Suite 1906 New York, NY 10020 Contact: Maddy Goldfarb Email: maddy.goldfarb@cloudreach.com 10. Allied Business Systems, LLC Trade Vendor $406,391 (ABS) 4848 Mercer University Dr Macon, GA 31210 Contact: Chris Hall, President, Chief Executive Officer & Chairman Tel: 800-727-7534 Fax: 866-386-6056 Email: chris.hall@alliedbiz.com 11. Butts, Thomas Deferred $403,685 Address on File Compensation Plan 12. Dell Marketing L.P. Trade Vendor $340,529 One Dell Way Round Rock, TX 78682 Contact: Michael S. Dell, Chief Executive Officer, Chairman of the Board Phone: 512-723-0373 Email: ravi.tega.konda@dellteam.com 13. Equifax Credit Marketing Trade Vendor $327,170 Services PO Box 845510 Charlotte, NC 28272-1221 Email: cust.serv@equifax.com 14. Guidepoint Sercurity LLC Trade Vendor $260,774 2201 Cooperative Way Suite 225 Herndon, VA 20171 Contact: Jake Carruthers Phone: 877-889-0132 Email: jake.carruthers@guidepointsecurity.com 15. Direct Marketing Solutions Inc. Trade Vendor $256,441 8534 NE Alderwood Rd Portland, OR 97220 Phone: 503-281-1400 Email: jmartin@teamdms.com 16. Gitler, Philip Michael Severance $253,076 Address on File 17. National Credit Adjusters LLC Trade Vendor $241,501 327 WS 4th Ave Hutchinson, KS 67501 Phone: 888-768-0674 Email: info@ncaks.com 18. Optinmizely North America, Inc. Trade Vendor $225,384 119 5th Ave 7th Floor New York, NY 10003 Contact: General Counsel Phone: 603-594-0249 Email: generalcounsel@optimizely.com 19. Clark, Douglas Transaction $202,309 Address on File Bonus 20. Darnell, Christoper Deferred $186,301 Address on File Compensation Plan 21. Nordis Technologies Trade Vendor $161,356 4401 NW 124th Ave Coral Springs, FL 33065 Contact: Bryan Tennroek Phone: 954-323-5500 Email: btenbroek@nordistechnologies.com 22. Microsoft Licensing, GP Trade Vendor $152,847 c/o Bank of America 1950 N Stemmons Frwy, Ste 5010 LB 842467 Dallas, TX 75207 Tel: 800-642-7676 Fax: 775-826-0531 23. GDS Link Hosting Solutions LLC Trade Vendor $138,250 5307 E Mockingbird LN, Ste 1001 Dallas, TX 75206 Contact: Lisa Bonalle Chief Executive Officer Tel: 214-256-5916 Fax: 214-295-2853 Email: info@gdslink.com 24. Brinks Canada Limited Trade Vendor $133,338 P.O. Box 4590 Toronto, ON M5W 7B1 Canada Phone: 1-800-570-2867 Email: brinksncs@brinksinc.com 25. Alvaria (Noble Systems Trade Vendor $128,589 Corporation) 1200 Ashwood Dr. Suite 300 Atlanta, GA 30338 Contact: Brian White Email: brian.white@alvaria.com 26. Sun Life Financial Trade Vendor $126,535 PO Box 11010 Station CV Montreal, QC H3T 4T9 Canada Contact: Elliott Backes, Account Executive Phone: 514-866-6411 Email: premiumstatements@sunlife.com; elliott.backes@sunlife.com 27. Lexisnexis Risk Solutions Inc. Trade Vendor $102,620 28330 Network PL Chicago, IL 60673-1283 Contact: Chief Legal Officer Fax: 678-694-5939 Email: lnbilling@lexisnexisrisk.com 28. Neth, Randall Deferred $97,025 Address on File Compensation Plan 29. Moredirect Inc. Trade Vendor $94,020 DBA Connection 1001 Yamato Rd Ste 200 Boca Raton, FL 33431-4403 Contact: Russell Madris Phone: (561) 237-3300 Email: simplifyit@moredirect.com 30. Pell, Franklin Severance $88,846 Address on File DETROIT CITY: Moody's Hikes Issuer & GOULT Bond Ratings From Ba1 ---------------------------------------------------------------- Moody's Ratings has upgraded the City of Detroit's issuer and general obligation unlimited tax (GOULT) bond ratings to Baa2 from Ba1. The outlook on the issuer and GOULT ratings remains positive. Moody's also upgraded the enhanced rating on the city's Local Government Loan Program Revenue Bonds, (City of Detroit Distributable State Aid Fifth Lien and LTGO Financial Recovery Refunding Local Project Bonds) Series 2018D (Federally Taxable) bonds to Aa2 from Aa3 and affirmed the Aa2 enhanced ratings on its other Local Government Loan Program Revenue bonds. The city had roughly $2.8 billion in total debt outstanding as of fiscal 2023 (year-end June 30). The upgrade of the issuer and GOULT ratings to Baa2 reflects Moody's expectation that the city will continue to bolster its financial resiliency and maintain the track record of solid operating performance that has been seen over the past several years. The Baa2 rating further assumes that the city's economic and tax base growth will continue and will help maintain strong financial ratios through fiscal 2024 and 2025. In addition, the city's fixed-costs ratio will remain low compared to peers while pension contributions are unlikely to be a material obstacle. Detroit still faces elevated social risks and a comparatively weaker economy than many of its peers. It must also contend with cost pressures and a restrictive revenue-raising framework. However, the city's ample fund balance and limited fixed costs will support the credit profile should these or other pressures emerge. The enhanced rating on the Local Government Program Revenue Bonds' fifth lien was upgraded to Aa2, which is the same level as the City of Detroit Distributable State Aid (DSA) Intercept Program rating, because total pledged revenue provides coverage of over 3x and state constitutional payments alone will provide sum-sufficient coverage for the fifth lien bonds starting in fiscal 2024 because debt service requirements are declining. The outlook on the issuer and GOULT ratings is positive because over the next 12 to 18 months, revenue growth will likely continue to absorb rising costs and tax base valuation will continue to increase. RATINGS RATIONALE The Baa2 issuer rating balances the city's overall financial improvement against its regional concentration in auto manufacturing and elevated exposure to economic and social challenges, including high unemployment, high poverty and negative population trends according to the American Community Survey. The city has an economically sensitive revenue structure and limited ability to raise revenue to comfortably absorb rising expenditures from inflation and pent-up spending demands. Despite those credit pressures, Detroit's tax base valuation doubled over the past five years and ongoing development and appreciation of residential values will provide another boost in fiscal 2025. The city's financial ratios are robust after a decade of solid financial performance. City management has adhered to strong governance practices and Moody's expectation is that such momentum will continue. The city's financial and leverage ratios compare well against peers. The available fund balance ratio will likely remain around 35%, supported by continued revenue growth and steady operations year-to-date in fiscal 2024 (year-end June 30). The city's leverage ratio will remain between 200% and 350% and its fixed-cost ratio will remain affordable at around 15%. The city has modest future debt plans and has resumed its actuarially determined pension contributions with little challenge. The Baa2 GOULT rating is placed at the same level as issuer rating because the bonds are backed by the city's full faith and credit and pledge to levy property taxes without limitation as to rate or amount as authorized by voters. The Aa2 ratings on the city's first, second, third, fourth and fifth reflects the strength of City of Detroit's DSA Intercept Program. Pledged revenue provided strong coverage across each lien in fiscal 2023, ranging from roughly 12x on the first lien to 3x on the fifth lien. Distributions are comprised of a mix of constitutional and statutory payments. Constitutional payments are more reliable because they cannot be reduced by legislative action alone, though are subject to changes in state tax collections and the city's population. Constitutional payments will likely start to provide sum-sufficient coverage for the fifth lien bonds starting in fiscal 2024 because of declining debt service requirements. While statutory payments can and have been reduced, there is ample coverage to absorb moderate cuts and state payments are unlikely to be completely eliminated. RATING OUTLOOK The positive outlook on the issuer and GOULT ratings reflects Moody's expectation that over the next 12 to 18 months, Detroit's tax base and revenue growth will continue to absorb rising costs associated with salaries, benefits and services. Full value per capita is likely to grow more in line with peers based on preliminary fiscal 2025 values. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Tax base growth that boosts full value per capita closer to $60,000, which is the bottom of the A-scorecard range, or wage and employment growth that increases the adjusted MHI ratio closer to 65%, which is the bottom of the Baa-scorecard range. -- Continuation of strong management practices and maintenance of the available fund balance ratio around 35% and net cash ratio above 40%, which are the Aaa-scorecard threshold for both factors. -- Continued maintenance of the long-term liabilities ratio between 200% and 350% and fixed costs around 15%, which are the A-scorecard range for both factors. -- Upgrade of programmatic rating (enhanced only) FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Rollback of strong governance practices, like multiyear forecasting and budgeting, or decreased available fund balance and net cash ratios to closer to 25% and 30%, which is the bottom of the Aa-scorecard range. -- Sustained increased in long-term liabilities ratio over 400%, which is roughly the middle of the Baa-scorecard range. -- Acceleration of depopulation trends compared to prior decade, material tax base declines that reduce the full value per capita either close to or below $25,000 or an adjusted MHI ratio well below 50%. -- Material weakening of state's financial support or policy stance toward Detroit. -- Downgrade of programmatic rating or if individual lien debt service coverage falls closer to 1x (enhanced only) LEGAL SECURITY The city's rated GOULT bonds are full faith and credit general obligations backed by the city's pledge to levy property taxes without limitation as to rate or amount as authorized by voters. A portion of Detroit's outstanding GO debt is additionally backed by distributable state aid. The outstanding bonds with this enhancement benefit from a strong legal framework that allows the city to issue debt through the Michigan Finance Authority (MFA). Detroit has entered into an intercept agreement that obligates the state treasurer to directly deposit all authorized DSA payments to a third-party trustee to satisfy debt service requirements. PROFILE The City of Detroit is the county seat of Wayne County (A1 stable), located in the southeastern region of Michigan's Lower Peninsula. The city is situated on the Detroit River, directly across from the city of Windsor, Ontario, Canada. According to the 2020 census, the city has a population of just under 640,000, making it one of the 30 largest cities in the US and the largest city in Michigan (Aa1 stable). About three-quarters of the city's revenue is for governmental activities and the remaining quarter is business-type activities, primarily water and sewer. The city emerged from bankruptcy in 2014. METHODOLOGY The principal methodology used in the issuer and GO ratings was US Cities and Counties Methodology published in November 2022. DIMITRI VLAHAKIS: Pledged Interests Up for Sale on April 26 ----------------------------------------------------------- In accordance with applicable provisions of the Uniform Commercial Code as enacted in New York, by virtue of certain events of default under certain pledged and security agreement dated as of Oct. 21, 2020 ("pledge agreements"), executed and delivered by Dimitri Vlahakis and Zenova Vlahakis ("pledgor"), and in accordance with its rights as holder of the security, Maguire Bay Ridge LLC ("secured party"), by virtue of possession of the certain share certificates held in accordance with Article 8 of the Uniform Commercial Code of the State of New York, and by virtue of the certain UCC-1 Filing Statement made in favor of the Secured Party, all in accordance with Article 9 of the Code, Secured Party will offer for sale, at public auction, (i) all of pledgor's respective right, title, and interest inn and to the following: (i) 1818 79th Realty LLC, 901 73rd Street LLC, 7506 Fifth Avenue LLC ("pledged entities"), and (ii) certain related rights and property. The Secured Party's understanding is that the principal assets of the pledged entities is that certain fee interest in the premise located at 1818 79th Street, Brooklyn, New York 11214, 901 73rd Street, Brooklyn, New York 11228, and 7506 Fifth Avenue, Brooklyn, New York 11209 ("property"). Mannion Auctions LLC, under the direction of Matthew D. Mannion, will conduct a public sale consisting of the collateral vial online bidding on April 30, 2024, at 2:30 p.m., in satisfaction of an indebtedness in the approximate amount of $14,685,868.19 including principal, interest on principal, and reasonable fees and costs, plus default interest through April 30, 2024, 2023 subject to open charges and all additional costs, fees and disbursements permitted by law. The Secured Party reserves the right to credit bid. Online bidding will be made available via Zoom Meeting: Meeting link: https://us06web.zoom.us/j/89833826812?pwd=ejd0bkFNYm9aclo1RWhldlJVaFVvZz09, Meeting ID: 898 3382 6812, Passcode: 485874. One Tap Mobile: +16465588656,,89833826812#,,,,*485874# US (New York) +16469313860,,89833826812#,,,,*485874# US Dial by your location: +1 646 931 3860 US; +1 646 931 3860 US; +1 301 715 8592 US (Washington DC); +1 305 224 1968 US; +1 309 205 3325 US; +1 312 626 6799 US (Chicago); +1 669 444 9171 US; +1 689 278 1000 US; +1 719 359 4580 US; +1 720 707 2699 US (Denver); +1 253 205 0468 US; +1 253 215 8782 US (Tacoma); +1 346 248 7799 US (Houston); +1 360 209 5623 US; +1 386 347 5053 US; +1 507 473 4847 US; +1 564 217 2000 US. Interested parties who intend to bid on the collateral must contact DJ Johnston at B6 Real Estate Advisors, 355 Lexington Avenue, 3rd Floor, New York, New York 10016, (646) 933-2619, djohnston@b6realestate.com, to receive the terms and conditions of sale and bidding instructions by April 26, 2023 by 4:00 p.m. Upon Execution of a standard confidentiality and non-disclosure agreement, additional documentation and information will be available. Interested parties who do not contact Johnston and qualify prior to the sale will not be permitted to enter bid. DIOCESE OF ALBANY: Panel Seeks to Hire Hilco as Financial Advisor ----------------------------------------------------------------- The official committee of tort claimants appointed in the Chapter 11 case of the Roman Catholic Diocese of Albany, New York seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Hilco Valuation Services, LLC as its pension financial advisor. The firm will render these services: (a) assist the committee in connection with any and all issues concerning the Debtor's pension and other post-employment benefit plans (OPEB); (b) assist the committee in reviewing financial information that the Debtor may distribute to the committee, creditors, and others; (c) attend meetings and assist in discussions related to pension and OPEB issues among the Debtor, the committee, the United States Trustee, and other parties-in-interest and their professionals; (d) advise the committee in connection with pension and OPEB issues in connection with mediation; and (e) assist in reviewing and/or preparing information and analysis pertaining to pension and OPEB issues relevant to the confirmation of the Chapter 11 Plan, or in response to any plan or motion filed in this bankruptcy case. The hourly rates of the firm's professionals are as follows: Managing Director $1,325 Director $950 In addition, the firm will seek reimbursement for expenses incurred. John Spencer, a managing director at Hilco Valuation Services, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: John Spencer Hilco Valuation Services, LLC 1500 Broadway, 26th Floor New York, NY 10036 About The Roman Catholic Diocese of Albany The Roman Catholic Diocese of Albany is a religious organization in Albany, N.Y. It covers 13 counties in Eastern New York, including a portion of the 14th county. Its Mother Church is the Cathedral of the Immaculate Conception in the city of Albany. New York's Child Victims Act, which took effect in August 2019, temporarily sets aside the usual statute of limitations for lawsuits to give victims of childhood sexual abuse a year to pursue even decades-old claims. Hundreds of new lawsuits have been filed against churches and other institutions since the law took effect on Aug. 14, 2019. Facing the financial weight of new sexual misconduct lawsuits, at least four of the eight Roman Catholic dioceses in the state, has already sought Chapter 11 protection. The dioceses that have declared bankruptcy include the Diocese of Rochester and the Diocese of Rockville Centre on Long Island. The Catholic Diocese of Albany sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-10244) on March 15, 2023. In the petition filed by Fr. Robert P. Longobucco, the Debtor estimated assets between $10 million and $50 million and liabilities between $50 million and $100 million. Judge Robert E. Littlefield, Jr. oversees the case. The Debtor tapped Nolan Heller Kauffman, LLP as bankruptcy counsel; Tobin and Dempf, LLP as special litigation counsel; Keegan Linscott & Associates, PC as financial advisor; and Bonadio & Co., LLP as accountant. Donlin, Recano & Company, Inc. is the claims and noticing agent. On April 17, 2023, the U.S. Trustee for Region 2 appointed two separate committees to represent unsecured creditors and tort claimants in the Debtor's Chapter 11 case. The unsecured creditors' committee tapped Lemery Greisler, LLC as legal counsel; Dundon Advisors, LLC as financial advisor; and OneDigital Investment Advisors, LLC as special investment consultant. Stinson, LLP and OneDigital Investment Advisors serve as the tort committee's legal counsel and special investment consultant, respectively. Hilco Valuation Services, LLC is the committee's pension financial advisor. DMN8 PARTNERS: Court OKs Cash Collateral Access Thru April 9 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Kentucky, Covington Division, authorized DMN8 Partners, Inc. to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance, for the period ending April 9, 2024. DMN8 owes the U.S. Small Business Administration approximately $128,200 bearing interest at the rate of 3.75% per annum in connection with two loans from the SBA ($22,500 under EIDL No. 1, and $105,500 under EIDL No. 2). The amounts due under EIDLs are secured by a valid and existing lien on all assets and cash collateral, which was perfected under a security agreement executed by the parties on March 9, 2022, and pursuant to a UCC financing statement recorded on March 28, 2022. Under the parties' agreements, DMN8 is required to make monthly principal and interest payments of $640. The balance of aue under both EIDL No. 1, and EIDL No. 2 is to be paid on or before May 14, 2050. DMN8 is indebted to MCA companies Stripe Inc., Forward Financing, and Everest Business Funding, in the approximate total amount of $280,000. DMN8 is also indebted to On Deck Capital in the approximate amount of $15,000. Each loan agreement purports to establish a continuing security interest in cash collateral. A recent UCC search indicates that Everest Business Funding and On Deck failed to file a financing statement with the Kentucky Secretary of State. Stripe filed an initial UCC statement on November 4, 2022, about eight months after the SBA had perfected its lien in connection with EIDL No. 2. For its part, Forward Financing filed its first and only financing statement on January 29, 2024, which makes it susceptible to an avoidance action. The court ruled beginning on April 7, 2024 and each month thereafter, the Debtor will segregate from its revenues $640 as adequate protection payments due to the U.S. Small Business Administration. Unless otherwise superseded by a subsequent order, or by the disallowance of U.S. Small Business Administration's claim, the distributions of said segregated funds are to be made on the earlier of the effective date of the Debtor's confirmed plan of reorganization, or the conversion or dismissal of the Debtor's case. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=JdesEH from PacerMonitor.com. The Debtor projects $18,961 in gross profit and $14,492 in total operating expenses for the period from March 6 to April 9, 2024. About DMN8 Partners, Inc. DMN8 Partners, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Kent. Case No. 24-20186-tnw) on March 6, 2024. In the petition signed by Gary W. Geiman, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Tracey N. Wise oversees the case. J. Christian Dennery, Esq., at Dennery PLLC, represents the Debtor as legal counsel. EFS PARLIN: Plan Exclusivity Period Extended to May 22 ------------------------------------------------------ Judge John T. Dorsey of the U.S. Bankruptcy Court for the District of Delaware extended EFS Parlin Holdings, LLC's exclusive periods to file a plan of reorganization and obtain acceptance thereof to May 22 and July 22, 2024, respectively. As shared by Troubled Company Reporter, the Debtor and its professionals have made significant progress in the case, including spending considerable time addressing numerous issues involving creditors and other parties in interests. Since the Second Exclusivity Extension Order, the Debtor has closed the sale with TigerGenCo, LLC, as Buyer. Moreover, because the Debtor has been focused on maximizing value through a sale of its assets, and subsequently with rejection and abandonment of its lease and personal property, the Debtor has not yet focused on further liquidation efforts and the best strategy to conclude this case. The Debtor should have sufficient time to enable it to consider such matters, and craft a chapter 11 plan, if appropriate, that will be best for the Debtor's estate and creditors. Finally, creditors will not be harmed by further extending exclusivity. This is the Debtor's third motion to extend the Exclusive Periods. The Debtor intends to use the extended Exclusive Periods to, among other things and to the extent necessary and advisable, analyze claims, determine the best exit strategy for this case, and negotiate with parties in interest. As such, the Debtor submits that creditors will not be prejudiced by an extension of the Exclusive Periods. EFS Parlin Holdings, LLC is represented by: J. Cory Falgowski, Esq. BURR & FORMAN LLP 222 Delaware Avenue, Suite 1030 Wilmington, DE 19801 Tel: (302) 830-2312 Email: jfalgowski@burr.com - and - Erich N. Durlacher, Esq. BURR & FORMAN LLP Suite 1100, 171 Seventeenth Street, N.W. Atlanta, GA 30363 Tel: (404) 685-4313 Email: edurlacher@burr.com About EFS Parlin Holdings EFS Parlin Holdings, LLC is in the business of electric power generation, transmission and distribution. The company is based in Norwalk, Conn. EFS Parlin Holdings filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10539) on April 28, 2023, with $9,424,029 in assets and $12,594,508 in liabilities. Michael Whitworth, authorized representative, signed the petition. Judge John T. Dorsey oversees the case. The Debtor tapped J. Cory Falgowski, Esq., at Burr Forman, LLP as bankruptcy counsel and SSG Advisors, LLC as investment banker. EIGHT COPELAND: Hearing on Sale of NJ Properties Set for April 2 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey is set to hold a hearing on April 2 on the proposed sale of Eight Copeland Road Group, LLC's residential properties to a single real estate investor. The buyer, Alison Fordyce, offered $3.065 million for the properties located at: a. 52 Lincoln Street, Passaic, N.J. b. 70 Crest Drive, South Orange, N.J. c. 228 70th Street, Guttenberg, N.J. d. 345 Harrison Street, Passaic, N.J. e. 555 Jefferson Avenue, Elizabeth, N.J. f. 1062 William Street, Elizabeth, N.J. The expected equity from the sale of the properties is contingent on the claim held by the New Jersey Department of Environmental Protection (NJDEP). As much as $800,000 is being held in trust by attorneys for a lender group for payment towards the NJDEP claim and other administrative costs subject to court approval. About Eight Copeland Eight Copeland Road Group, LLC, is engaged in activities related to real estate. The company is based in Livingston, N.J. Eight Copeland Road Group filed a Chapter 11 petition (Bankr. D.N.J. Case No. 23-17756) on Sept. 5, 2023, with $1 million to $10 million in both assets and liabilities. Marc Theophile, managing member, signed the petition. Judge John K. Sherwood oversees the case. Avram D. White, Esq., at White and Co. Attorneys and Counsellors, is the Debtor's bankruptcy counsel. ELITE INVESTMENT: Seeks to Hire Concierge Auctions as Auctioneer ---------------------------------------------------------------- Elite Investment Management Group, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Concierge Auctions, LLC as its auctioneer. The Debtor seeks to employ Concierge as its auctioneer, for the purpose of conducting an auction of real property located at 10710 Chalon Road, Los Angeles, California. Concierge will be paid a buyer's premium equal to 12 percent of the accepted purchase price. The Debtor will be entitled to a rebate of 4 percent, from which the Debtor will be pay its existing real estate broker. Concierge is a disinterested person as that term is defined in 11 U.S.C. Sec. 101(14) and used in 11 U.S.C. Sec. 327(a), according to court filings. The firm can be reached through: Chad Roffers Concierge Auctions, LLC 228 Park Avenue S, Suite 70835 New York, NY 10003 Phone: (212) 202-2940 About Elite Investment Management Group Elite Investment Management Group is engaged in activities related to real estate. Its principal assets are located at 10710 Chalon Rd., in Los Angeles, California. Elite Investment Management Group sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-15752) on Sept. 5, 2023. In the petition filed by Jonathan Menlo, authorized agent, the Debtor reported assets and liabilities between $10 million and $50 million. The Honorable Bankruptcy Judge Neil W. Bason handles the case. John N. Tedford, IV, at Danning, Gill, Israel & Krasnoff, LLP, is the Debtor's counsel. ELITE LIMOUSINE: Comm. Taps Dundon Advisers as Financial Advisor ---------------------------------------------------------------- The official committee of unsecured creditors of Elite Limousine Plus, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Dundon Advisers LLC as its financial advisor. The committee requires a financial advisor to provide: -- assistance with the assessment and monitoring of Debtors' short term cash flow, liquidity, and operating results; -- assistance with the review of Debtors' proposed key employee retention and other employee benefit programs; -- assistance with the review of Debtors' long term financial projections, including cash generating capacity and identification of potential cost savings, including overhead and operating expense reductions and efficiency improvements; -- assistance with the review of Debtors' cost/benefit analysis with respect to the assumption or rejection of various executory contracts and leases; -- assistance with the review of Debtors' corporate structure including analysis of intercompany activities and claims; -- assistance in the review of the claims reconciliation and estimation process; -- attendance at meetings and assistance in discussions with Debtors, potential investors, banks, other secured lenders, the Committee and any other official or unofficial committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; -- assistance in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings; -- assistance in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; -- assistance in the prosecution of Committee responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and -- such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. The customary hourly rates charged by Dundon professionals are $370 to $850 per hour. In addition, the firm will seek reimbursement for expenses incurred. Joshua Nahas, a managing director at Dundon Advisers, 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: Joshua Nahas Dundon Advisers LLC Ten Bank Street, Suite 1100 White Plains, NY 10606 Telephone: (914) 341-1188 Facsimile: (212) 202-4437 Email: jn@dundon.com About Elite Limousine Plus, Inc. Elite Limousine Plus, Inc. is part of the taxi and limousine service industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-43088) on August 29, 2023. In the petition signed by Shafquat Chaudhary, president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. Salvatore LaMonica, Esq., at Lamonica Herbst & Maniscalco, LLP, represents the Debtor as legal counsel. ENERGY FOCUS: GBQ Partners Raises Going Concern Doubt ----------------------------------------------------- Energy Focus, 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 GBQ Partners LLC, the Company's auditor since 2019, 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 22, 2024, Columbus, Ohio-based GBQ Partners LLC said, "The Company has experienced recurring losses from operations and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern." "Due to our financial performance as of December 31, 2023 and 2022, including net losses of $4.3 million and $10.3 million for the twelve months ended December 31, 2023 and 2022, respectively, and total cash used in operating activities of $2.4 million and $6.7 million for the twelve months ended December 31, 2023 and 2022, respectively, we determined that substantial doubt about our ability to continue as a going concern continues to exist at December 31, 2023. As a result of restructuring actions and initiatives, we have tailored our operating expenses to be more in line with our expected sales volumes; however, we continue to incur losses and have a substantial accumulated deficit," the Company explained. "Additionally, global supply chain and logistics constraints are impacting our inventory purchasing strategy, as we seek to manage both shortages of available components and longer lead times in obtaining components while balancing the development and implementation of an inventory reduction plan. Disruptions in global logistics networks are also impacting our lead times and ability to efficiently and cost-effectively transport products from our third-party suppliers to our facility," the Company said. As a result, the Company will continue to review and pursue selected external funding sources to ensure adequate financial resources to execute across the timelines required to achieve these objectives including, but not limited to, the following: * obtaining financing from traditional or non-traditional investment capital organizations or individuals; * obtaining funding from the sale of our common stock or other equity or debt instruments; and * obtaining debt financing with lending terms that more closely match our business model and capital needs. There can be no assurance that the Company will obtain funding on acceptable terms, in a timely fashion, or at all. Obtaining additional funding contains risks, including: * additional equity financing may not be available to the Company on satisfactory terms, particularly in light of the current price of our common stock, and any equity the Company is able to issue could lead to dilution for current stockholders and have rights, preferences and privileges senior to its common stock; * loans or other debt instruments may have terms or conditions, such as interest rate, restrictive covenants, conversion features, refinancing demands, and control or revocation provisions, which are not acceptable to management or the Company's Board of Directors; and * the current environment in the capital markets and volatile interest rates, combined with our capital constraints, may prevent us from being able to obtain adequate debt financing. "Considering both quantitative and qualitative information, we continue to believe that the combination of our plans to ensure adequate external funding, timely re-organizational actions, current financial position, liquid resources, obligations due or anticipated within the next year, development and implementation of an excess inventory reduction plan, plans and initiatives in our research and development, product development and sales and marketing, and development of potential channel partnerships, if adequately executed, could provide us with an ability to finance our operations through the next 12 months and may mitigate the substantial doubt about our ability to continue as a going concern," the Company said. As of December 31, 2023, the Company had $10.2 million in total assets, $7.15 million in total liabilities, and $3.05 million in total stockholders' equity. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/35wzvf6z About Energy Focus Inc. Solon, Ohio-based Energy Focus, Inc. develops advanced LED lighting and controls retrofit technologies solutions that enable its customers to run their facilities with greater energy efficiency, productivity and human wellness. The Company aims to be the human wellness lighting and LED technology market leader by providing high-quality, energy-efficient, "flicker-free," long-life LED lamps and retrofit products, as well as lighting controls, to replace existing linear fluorescent, incandescent, HID lamps and fixtures. ENVIVA INC: Russell Johnson Represents Utility Companies -------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Law Firm of Russell R. Johnson III, PLC, submitted a verified statement to disclose that it is representing the utility companies in the Chapter 11 cases of Enviva Inc. and affiliates. The following Utilities have unsecured claims against the Debtors arising from prepetition utility usage: TECO Peoples Gas System, Inc. and Virginia Electric and Power Company d/b/a in Virginia as Dominion Energy Virginia and d/b/a in North Carolina as Dominion Energy North Carolina. Georgia Power Company held prepetition security that wholly secured prepetition debt. The Law Firm of Russell R. Johnson III, PLC was retained to represent the Utilities in March 2024. The names and addresses of the Utilities represented by the Firm are: 1. Georgia Power Company Attn: Daundra Fletcher 2500 Patrick Henry Parkway McDonough, GA 30253 2. TECO Peoples Gas System, Inc. Attn: Barbara Taulton FRP, CAP, Florida Registered Paralegal Tampa Electric Company 702 N. Franklin Street Tampa, Florida 33602 3. Virginia Electric and Power Company d/b/a in Virginia as Dominion Energy Virginia and d/b/a in North Carolina as Dominion Energy North Carolina Attn: Sherry Ward 600 East Canal Street, 16th floor Richmond, Virginia 23219 The Firm can be reached at: Russell R. Johnson III, Esq. LAW FIRM OF RUSSELL R. JOHNSON III, PLC 2258 Wheatlands Drive Manakin-Sabot, VA 23103 Telephone: (804) 749-8861 Facsimile: (804) 749-8862 E-mail: russell0russelljohnsonlawfirm.com About Enviva Inc. Headquartered in Bethesda, Md., Enviva Inc. -- https://www.envivabiomass.com -- is a producer of industrial wood pellets, a renewable and sustainable energy source produced by aggregating a natural resource, wood fiber, and processing it into a transportable form, wood pellets. Enviva exports its wood pellets to global markets through its deep-water marine terminals at the Port of Chesapeake, Virginia, the Port of Wilmington, North Carolina, and the Port of Pascagoula, Mississippi, and fromthird party deep-water marine terminals in Savannah, Georgia, Mobile, Alabama, and Panama City, Florida. Enviva Inc. and certain affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 24-10453) on March 13, 2024. In the petition signed by Glenn T. Nunziata, interim chief executive officer and chief financial officer, Enviva Inc. disclosed $2,893,581,000 in assets and $2,631,263,000 in liabilities. Judge Brian F. Kenney oversees the cases. The Debtors tapped VINSON & ELKINS LLP as general bankruptcy counsel, KUTAK ROCK LLP as local counsel, LAZARD FRERES & CO., LLC as investment banker, ALVAREZ & MARSAL HOLDINGS, LLC as financial advisor, and KURTZMAN CARSOON CONSULTANTS LLC as notice and claims agent. FAIR STATE BREWING: Wins Cash Collateral Access Thru June 14 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Minnesota authorized Fair State Brewing Cooperative to use cash collateral on an interim basis, in accordance with the budget, through June 14, 2024, in accordance with its agreements with Live Oak Banking Company and Specialty Capital. As previously reported by the Troubled Company Reporter, the Debtor believes that Live Oak Capital's US Small Business Administration loan has first priority over the cash assets of the Debtor. The Debtor believes that the SBA (except as to its rights under any agreement with Live Oak Capital) and the two remaining claimants in the cash assets of the Debtor, Vox Funding, LLC and Specialty Capital, are completely unsecured as to those cash assets. Vox Financing claims its agreement is not a loan but rather an interest in future receivables but has filed a contingent interest in the cash assets of the Debtor. The Debtor believes that Vox Funding is, at most, a secured creditor of the Debtor. The Debtor believes that the Live Oak Bank, the SBA, Vox Funding and Specialty Capital are the only entities or individuals that have an interest in their cash collateral. As adequate protection for Live Oak, the Debtor will pay Live Oak $9,760 per month up to the amount of its interest in cash collateral. As additional adequate protection for Live Oak and adequate protection for Specialty, the Debtor is authorized to grant Live Oak and Specialty a replacement lien in an amount equal to the Debtor's actual use of cash collateral and any diminution in the value of Live Oak's or Specialty's interest in the prepetition collateral occurring on or subsequent to the Petition Date. The replacement liens will have the same dignity, priority, and effect as their respective prepetition interests. As additional adequate protection for Live Oak and Specialty, the Debtor will keep the collateral of Live Oak and Specialty insured. A copy of the order is available at https://urlcurt.com/u?l=frVlmT from PacerMonitor.com. About Fair State Brewing Cooperative Fair State Brewing Cooperative is a consumer-owned brewery. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 24-30381) on February 13, 2024. In the petition signed by D. Evan Sallee, chief executive officer, the Debtor disclosed $6,101,388 in assets and $5,162,568 in liabilities. Judge Katherine A Constantine oversees the case. Kenneth Edstrom, Esq., at SAPIENTIA LAW GROUP, represents the Debtor as legal counsel. FAXON ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Faxon Enterprises, Inc. d/b/a Henderson Fabrication 3107 Nichols Ave. Bay City, TX 77414 Chapter 11 Petition Date: March 24, 2024 Court: United States Bankruptcy Court Southern District of Texas Case No.: 24-80075 Judge: Hon. Jeffrey P. Norman Debtor's Counsel: Nicholas Zugaro, Esq. DYKEMA GOSSETT PLLC 5 Houston Center 1401 McKinney Street, Suite 1625 Houston TX 77010 Tel: 713-904-6900 Email: nzugaro@dykema.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James E. Faxon as owner. 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/TMKKILA/Faxon_Enterprises_Inc_dba_Henderson__txsbke-24-80075__0001.0.pdf?mcid=tGE4TAMA FEMUR BUYER: S&P Withdraws 'CCC-' Long-Term Issuer Credit Rating ---------------------------------------------------------------- S&P Global Ratings withdrew its 'CCC-' long-term issuer credit rating on Femur Buyer Inc. at the company's request. S&P also withdrew its 'CCC-' issue-level ratings on its first-lien term loans. The outlook on the issuer credit rating was negative at the time of the withdrawal. Femur Buyer Inc. repaid its rated debt following a refinancing. FINTHRIVE SOFTWARE: $1.44BB Bank Debt Trades at 16% Discount ------------------------------------------------------------ Participations in a syndicated loan under which FinThrive Software Intermediate Holdings Inc is a borrower were trading in the secondary market around 84.3 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.44 billion facility is a Term loan that is scheduled to mature on December 18, 2028. About $1.41 billion of the loan is withdrawn and outstanding. FinThrive is a provider of revenue cycle management software solutions to the healthcare sector. FLORIDIAN POOLS: Seeks to Tap Brian McMahon as Bankruptcy Counsel ----------------------------------------------------------------- Floridian Pools, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ the law firm of Brian K. McMahon, PA as its bankruptcy counsel. The firm will render these services: (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 documents necessary in the administration of the case; (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 plan. The Debtor has agreed to pay the firm a sum of $2,000 per month during the pendency of the case as a post-petition retainer. Mr. McMahon disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian K. McMahon, Esq. Brian K. McMahon, PA 1401 Forum Way, Suite 730 West Palm Beach, FL 33401 Telephone: (561) 478-2500 Facsimile: (561) 478-3111 Email: brian@bkmbankruptcy.com About Floridian Pools Floridian Pools, Inc. is a swimming pool contractor based in Florida. Floridian Pools filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-10782) on Jan. 28, 2024, listing up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Mindy A. Mora presides over the case. Brian K. McMahon, PA represents the Debtor as counsel. FREE SPEECH: Lead Lawyer Wants to Exit Chapter 11 Case ------------------------------------------------------ Alex Wolf of Bloomberg Law reports that the lead lawyer for the bankrupt parent of Alex Jones' Infowars moved to withdraw from the right-wing media company's Chapter 11 case, saying his relationship with the chief officer is "fundamentally broken." Attorney Ray Battaglia, lead counsel for Free Speech Systems LLC in its bankruptcy since 2022, said a dispute with the company's appointed chief restructuring officer—accountant J. Patrick Magill—over whether the estate should pursue an unspecified legal claim has eroded their relationship beyond repair. Battaglia's request comes amid efforts by the estate to advance a Chapter 11 plan of reorganization intended to address about $1.5 billion in claims held by the families of victims murdered in the 2012 Sandy Hook Elementary School shooting. Citing failures by Magill to pay his legal fees for January and February, Battaglia asked the US Bankruptcy Court for the Southern District of Texas for permission to resign from the case. "The lack of communications following the argument with the CRO and his blatant retaliation by withholding payment to movant is evidence that the lawyer client relationship is fundamentally broken, and the trust required between client and lawyer irreparably damaged," Battaglia said in a Feb. 29 filing. Further, Magill has told Battaglia not to engage in negotiations with counsel for creditors, which runs counter to his legal duties, Battaglia said. Magill didn't immediately respond to a request for comment. The Sandy Hook families won defamation judgments against Free Speech and Jones over the right-wing talk show host's repeated lies calling the 2012 massacre a hoax, prompting both defendants to file for bankruptcy in 2022. Last month, the families voted 100% in favor of a Chapter 11 plan for Jones that would liquidate and redistribute his property and cash. The plan would preserve potential legal actions against other parties affiliated with Jones and Infowars. The parties have requested to hold a plan approval hearing in Jones' case in late May. The case is In re Free Speech Systems LLC, Bankr. S.D. Tex., No. 22-60043, motion filed 2/29/24. About Free Speech Systems Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. Free Speech Systems is a family-run business founded by Alex Jones. FSS is presently engaged in the business of producing and syndicating Jones' radio and video talk shows and selling products targeted to Jones' loyal fan base via the Internet. Today, FSS produces Alex Jones' syndicated news/talk show (The Alex Jones Show) from Austin, Texas, which airs via the Genesis Communications Network on over 100 radio stations across the United States and via the internet through websites including Infowars.com. Due to the content of Alex Jones' shows, Jones and FSS have faced an all-out ban of Infowars from mainstream online spaces. Shunning from financial institutions and banning Jones and FSS from major tech companies began in 2018. Conspiracy theorist Alex Jones has been sued by victims' family members over Jones' lies that the 2012 Sandy Hook Elementary School shooting was a hoax. Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet TV, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April 18, 2022. The Debtors agreed to the dismissal of the Chapter 11 cases in June 2022 after the Sandy Hook victim families dismissed the three bankrupt companies from their lawsuits. Free Speech Systems filed a voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043) on July 29, 2022. In the petition filed by W. Marc Schwartz, as chief restructuring officer, the Debtor reported assets and liabilities between $50 million and $100 million. Melissa A Haselden has been appointed as Subchapter V trustee. Alexander E. Jones filed for personal bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on Dec. 2, 2022, listing $1 million to $10 million in assets against liabilities of $1 billion to $10 billion in liabilities. Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC, is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy, P.C., led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan, and Antonio Ortiz are representing Alex Jones. FREIRICH FOODS: Seeks Cash Collateral Access -------------------------------------------- Freirich Foods, Inc. asks the U.S. Bankruptcy Court for the Middle District of North Carolina, Winston-Salem Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay on-going costs of operating the business and insuring, preserving, repairing, and protecting all its tangible assets. In connection with its business operations, the Debtor obtained a revolving line of credit from First National Bank of Pennsylvania. The Revolving Credit Loan is evidenced and secured by certain documents, summarized as follows: a. Credit Agreement made effective May 5, 2020, as modified by First Amendment to Credit Agreement dated January 2022, and by Second Amendment to Credit Agreement dated May 5, 2023. b. Revolving Credit Promissory Note dated May 5, 2020, as modified by First Amended and Restated Revolving Credit Promissory Note dated January 2022. c. Security Agreement made effective May 5, 2020. d. UCC Financing Statement, filed May 5, 2020, with the NC Secretary of State. e. Guaranty executed by Freirich Holdings, LLC, dated May 5, 2020. f. Guaranty executed by Digna Freirich, dated May 5, 2020, limited to a maximum liability of $1 million. g. Subordination Agreement by Digna Freirich, Trustee of the Residuary QTIP Trust UA Jeff Freirich and by Digna Freirich, dated May 5, 2020. FNB asserts a first priority security interest in all or substantially all the Debtor's assets. As of the Petition Date, the aggregate amount outstanding on the Revolving Credit Loan was $9.5 million plus accrued interest. The Debtor offers to provide FNB with adequate protection for the use of its cash collateral by: a. Limiting the use of cash collateral as generally projected in the proposed budget or to be provided at the initial hearing and as set forth in the proposed Interim Order, or as may otherwise be approved by the Court after further notice and hearing. b. Providing FNB with adequate protection payments in amounts equal to its nondefault interest accruing on the FNB Secured Claim, monthly in arrears. c. Providing FNB with a continuing post-petition lien and security interest in all property and categories of property of the Debtor in which and of the same priority as said creditor held a similar, unavoidable lien as of the Petition Date, and the proceeds thereof, whether acquired pre-petition or post-petition, equivalent to a lien granted under 11 U.S.C. Section 364(c)(2) and (3), but only to the extent of any diminution in the value of the Collateral from and after the Petition Date. d. To the extent that the protections described above fail to adequately protect FNB's interest in the Collateral, providing FNB an allowed priority claim under 11 U.S.C. Section 507(b) to the extent of any diminution in value of the Collateral from and after the Petition Date. e. Providing to FNB, the Bankruptcy Administrator and any Committee subsequently appointed (i) evidence of adequate insurance in effect with respect to all insurable property of the estate, and (ii) budget to actual reports on a monthly basis by the 20th day of the following month, with the first such report due by May 20, 2024, and (iii) such other financial reports as may be reasonably requested from the Debtor by such parties. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=XRQzYJ from PacerMonitor.com. The Debtor projects total disbursements, on a weekly basis, as follows: $156,440 for the week ending March 29, 2024; $1,233,641 for the week ending Apri 5, 2024; $1,276,779 for the week ending April 12, 2024; $1,065,781 for the week ending April 19, 2024; and $868,479 for the week ending April 26, 2024. About Freirich Foods, Inc. Freirich Foods, Inc. is a deli meat processor that produces dry open-oven roasted products. Freirich Foods has been supplying specialty meats to select grocers and delis since 1921. Although initially opened in New York, the business is headquartered in Salisbury, North Carolina today and has been managed by four generations of the Freirich family. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. N.C. Case No. 24-50204) on March 20, 2024. In the petition signed by Paul Bardinas, president, the Debtor disclosed $13,015,005 in assets and $14,524,627 in liabilities. Judge Benjamin A. Kahn oversees the case. John A Northen, Esq., at NORTHEN BLUE LLP, represents the Debtor as legal counsel. FTX TRADING: Eversheds & Morris Update Ad Hoc Committee Members --------------------------------------------------------------- Eversheds Sutherland (US) LLP and Morris, Nichols, Arsht & Tunnell LLP, counsel to the Ad Hoc Committee of Non-US Customers of FTX.com (the "Ad Hoc Committee") comprising international customers, filed a verified sixth supplemental statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure in the Chapter 11 cases of FTX Trading Ltd. and affiliates. Pursuant to Bankruptcy Rule 2019(d), this Sixth Supplemental Statement supplements the information provided in the Fifth Supplemental Statement. Since the date of the Fifth Supplemental Statement, certain changes have been made with respect to the composition of the Ad Hoc Committee and the disclosable economic interests that the Members represent. The revised names, addresses, and disclosable economic interests of the Members are: 1. 168 Trading Limited 5-9 Main Street Gibraltar GX11 1AA * $2,500,000.00 2. Adam Rabie * $150,950.00 3. Altana Digital Assets Fund 190 Elgin Avenue George Town, Grand Cayman, KY1-9008 Cayman Islands * $1,039,066.36 4. Azamat Akylov * $11,373,198.56 5. B2C Alternative Equity Ltd C/O Corporation Service Company 251 Little Falls Drive, Wilmington, DE 19808 * $85,000,000.00 6. Blooming Triumph International Limited 13F 162 Queens Road Central, Hong Kong * $35,860,157.00 7. Blue Basin Ventures LLC 3172 N Rainbow Blvd #26642, Las Vegas, NV 89108 * $1,243,523.00 8. Boway Holdings, LLC; Oaktree Opportunities Fund XI Holdings (Cayman) LP; Opps CY Holdings, LLC; Oaktree Value Opportunities Fund Holdings, L.P.; Oaktree Phoenix Investment Fund, L.P. 1301 6th Ave, 34th Floor, NY, NY 10019 * $ 283,864,180.00 9. Canyon Capital Advisors LLC, on behalf of its managed funds and accounts 2728 N. Harwood Street, 2nd Floor, Dallas, TX 75201 * 172,472,720.00 10. Ceratosaurus Investors, LLC One Maritime Plaza, Suite 2100, San Francisco, CA 94111 *$ 346,111,904.00 11. Chien-Chih Chen * $200,000.00 12. Crimson International Investment c/o Al-Hamad Legal Group 4812 Addax Tower, Al Reem Island, Abu Dhabi UAE * $6,091,963.14 13. Daniel Gupta * $420,000.00 14. Decent Investments Malta Limited Quad Central, Q3, Level 9, Triq LEsportaturi, Zone 1, Central Business District, Birkirkara CBD 1040, Malta * $4,231,241.93 15. Diameter Capital Partners LP 55 Hudson Yards, Suite 29B, New York, NY 10001 * $119,890,705.97 16. Dietmar Poppe * $281,807.90 17. Dmitry Kozlov * $252,185.00 18. dParadigm Fund SPC DE Cayman Ltd, Landmark Sqaure, Westbay Road, PO Box 775, Grand Cayman KY1-9 * $575,599.93 19. Falcon Hybrid SPC - RE7 Liquidity Fund SP 3-212 Governors Square 23 Lime Tree Bay Ave PO Box 30746 SMB Grand Cayman KY1-1203 Cayman Islands * $1,269,016.63 20. Fasanara Investments 3.0 Harbour Place, 2nd Floor 103 South Church Street P.O. Box 472 George Town Grand Cayman KY1-1106 Cayman Islands * $1,617,814.20 21. Fasanara Investments Master Fund Harbour Place, 2nd Floor 103 South Church Street P.O. Box 472 George Town Grand Cayman KY1-1106 Cayman Islands * $20,456,948.72 22. FC Cayman A, L.L.C. c/o Maples Corporate Services Limited PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands * $518,308,980.22 23. Fire Bouvardia, L.L.C. 190 Elgin Avenue, George Town Cayman DY1-9008 * $140,253,151.71 24. Fingolfin GmbH c/o 3T.LAW FAO Dr. Henning Frase Oberlaender Ufer 154a Koeln, Germany 50968 * $5,700,000.00 25. Flow Ventures Fund L.P. 5-9 Main Street, GX11 1AA * $3,917,877.00 26. Grzegorz Swiatek * $540,260.00 27. GSR Markets Limited/GSR International Trading Limited/GSR Markets Pre Ltd. GSR Markets Limited - Suite 5508, 55th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong GSR International Trading Limited - Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands * $29,017,866.00 28. Hudson Bay Master Fund Ltd. 28 Havemeyer Place, 2nd Floor, Greenwich, CT 06830 * $140,246,139.00 29. Iris Partners Iris Partners Corp. Suites 5 & 6 Horsfords Business Centre Long Point Road Charlestown St Kitts & Nevis * $804,000.00 30. Ismael Lemhadri * $150,000.00 31. Jamie Farquhar * $1,987,327.00 32. James Goodenough * $5,670.00 33. Jian Chen * $1,200,000.00 34. John Ruskin * $350,000.00 35. Jonathon Hughes * $22,063.00 36. Kbit Global Limited Craigmuir Chambers #71 Road Town Tortola VG1110 British Virgin Islands * $25,021,826.00 37. Kirk Steele * $2,500,000.00 38. Koalalgo Research CO SERVICES CAYMAN LIMITED P. O. Box 10008 Willow House Cricket Square Grand Cayman KY1-1001 Cayman Islands * $3,700,000.00 39. Lemma Technologies Inc. Via Espana, Delta Bank Building, 6th Floor, Suite 604D, Panama City PA-8 Panama * $165,000,000.00 40. Marc-Antoine Julliard * $140,000.00 41. Marc St. John Wolff Amey * $637,000.00 42. Michael Anderson * $1,600,000.00 43. Michael Currie * $40,000.00 44. Mohammad Alsabah * $275,000.00 45. MVPQ Capital Limited Kensington Pavilion, 96 Kensington High St., London * $902,266.00 46. Nestcoin Holding Limited Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Island * $3,900,000.00 47. Nexxus Holdings Operations LLC 800 Miramonte Drive, Suite 380 Santa Barbara CA 93109 * $101,774,682.53 48. NKB Finance Ltd. Griva Digeni 13, 6030 Larnaca, Cyprus * $216.52 49. Olympus Peak Trade Claims Opportunities Fund I Non- ECI MasterLP 177 West Putnam Ave Suite 2622- S1 Greenwich, CT 06831 * $20,028,055.00 50. Orange Phoenix LLC c/o The Corporation Trust Center 1209 Orange Street, Wilmington DE 19801 * $4,695,822.68 51. Owen Ellis * $957,000.00 52. Patrick Martin * $500,000.00 53. Patrick Wohlschlegel * $57,973.85 54. Phoenix Digital c/o The Corporation Trust Center 1209 Orange Street, Wilmington DE 19801 * $12,169,928.00 55. Podtree Ltd. 26, Kanachrine Place,Ullapool, Highland, Scotland * $19,581.26 56. PRIMO Holding GmbH Urbanstrasse 4, D-70839 Gerlingen, Germany * $853,674.48 57. Raul Jain * $42,000.00 58. Robert Himmelbauer * $107,013.57 59. Rodney Clough * $504,000.00 60. Safe Eagle Holding Limited Mandar House, 3rd Floor P.O. Box 2196, Johnson's Ghut Tortola, British Virgin Islands * $3,200,000.00 61. Samuel Mandel * $59,600.00 62. Sheval Alijevski * $146,000.00 63. Sidar Sahin * $50,974,281.00 64. Silver Point Capital, LP 2 Greenwich Plaza, Greenwich, CT 06830 * $146,259,503.00 65. Svalbard Holdings Limited c/o Attestor Limited, 7 Seymour Street, W1H 7JW London * $520,450,861.37 66. Tellurian Exoalpha Digital Assets Systematic Fund 89 Nexus Way, Camana Bay Grand Cayman, Cayman Islands KY1- * $1,062,047.90 67. Vicomte Holding LLC as manager of Arceau 507 II LLC, Arceau 507 LLC, Arceau X LLC, Oroboros FTX I LLC 4 Lakeside Drive, Chobham Lakes, GU24 8BD, Surrey, UK * $29,077,752.28 68. William Johanna Petrus Christina Arts * $64,802.00 69. Yu Ting * $64,434.00 About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GALLERIA 2425: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- Christopher R. Murray, the Chapter 11 trustee of Galleria 2425 Owner, LLC, asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral and provide adequate protection to National Bank of Kuwait, S.A.K.P., New York Branch. There are several urgent expenditures that must be made prior to the end of March 2024. The most critical are vendor and utility expenses incurred post-petition, but not yet paid. Using cash collateral for these purposes is critical to preserve the value of the Estate and at least some vendors have indicated that they would cease to provide services absent prompt payment. The Debtor's primary asset of the Debtor's bankruptcy estate is the real property located at 2425 West Loop South, Houston, TX 77027. The Debtor's business comprises operating a commercial building at the Premises and collecting rent from the leases of the Premises. The parties that assert a lien on the Premises are City of Houston, Houston ISD, Houston Community College System, Harris County & related entities, Caz Creek Lending, National Bank of Kuwait, New York Branch, 2425 WL, LLC, and Rodney L. Drinnon. NBK is the only creditor that asserts a lien on the rents from the Premises and constitutes the cash the Trustee seeks permission to use. As a condition for the use of the cash collateral, the Trustee stipulates and agrees that: (a) Subject to any affirmative defenses, the amount due under note the Debtor issued to NBK was $63.6 on the Petition Date; and (b) The obligations under the NBK Note are secured by valid, enforceable, and properly perfected security interests in the Premises and leases thereof pursuant to (i) the Deed of Trust, Assignment of Leases and Rents and Profits, Security agreement and Fixture Filing and (ii) the Absolute Assignment of Leases and Rents. The Trustee is required to comply with these case milestones: i. On or before March 22, 2024, the Trustee must file a motion for the approval of JLL's retention as property manager for the Premises. ii. On or before April 5, 2024, the Trustee must file a motion seeking the approval of a process to market and sell the Premises pursuant to 11 U.S.C. section 363(b. The Sale Motion will include provisions for an auction of the Premises no later than July 1, 2024, and a hearing to approve the sale of the Premises no later than July 8, 2024. As partial adequate protection for any diminution in value of NBK's interest in the cash collateral, NBK is granted a replacement lien in all currently owned or hereafter acquired property of the Estate excluding avoidance or other causes of action arising under chapter 5 of the Bankruptcy Code, and all proceeds and products of the foregoing. The Replacement Lien granted pursuant to the Interim Proposed Order or Final Proposed Order will have the same priority as NBK's prepetition liens but will be subject to the Carve-Out. As additional partial adequate protection for the Trustee's use of the cash collateral, to the extent of any Diminution in Value and a failure of the other adequate protection provided by the Interim Proposed Order or Final Proposed Order, NBK will have an allowed super-priority administrative expense claim against the Estate as provided in and to the fullest extent permitted by11 U.S.C. sections 503(b) and 507(b). A copy of the motion is available at https://urlcurt.com/u?l=P6j4Lt from PacerMonitor.com. About Galleria 2425 Owner Galleria 2425 Owner, LLC is a single asset real estate as defined in 11 U.S.C. Section 101(51B). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-34815) on Dec. 5, 2023, with $10 million to $50 million in assets and $50 million to $100 million in liabilities. Dward Darjean, manager, signed the petition. Judge Jeffrey P. Norman oversees the case. The Debtor tapped James Q. Pope, Esq., at The Pope Law Firm as bankruptcy counsel. Christopher Murray, the Chapter 11 trustee, is represented by Shannon & Lee, LLP. GAP INC: Moody's Affirms 'Ba3' CFR & Alters Outlook to Stable ------------------------------------------------------------- Moody's Ratings changed The Gap, Inc.'s outlook to stable from negative and affirmed all ratings including its Ba3 corporate family rating, Ba3-PD probability of default rating, and the B1 ratings of the company's senior unsecured notes. Moody's also upgrade the speculative grade liquidity rating (SGL) to SGL-1 from SGL-2. "The stabilization of the outlook reflects the company's improving operating performance and profitability and Moody's expectation that margins will continue to improve due to lower freight and input costs and a lower promotional cadence due to better inventory management," Moody's Vice President, Mickey Chadha stated. "The business environment for the sector will remain challenging in 2024 due to the uncertain macro-economic environment and the consumer focus on discretionary versus non-discretionary purchases but Moody's expect the company to maintain its current operating performance trajectory", Chadha further stated. RATINGS RATIONALE The Gap, Inc.'s Ba3 corporate family rating reflects the company's very good liquidity and Moody's expectation that The Gap, Inc.'s credit metrics will not deteriorate meaningfully in 2024. The company's debt/EBITDA has improved significantly to 3.0x at the end of fiscal 2023 from 4.9x at the end of fiscal 2022. Moody's expects debt/EBITDA to remain about 3.0x and EBIT/interest to be about 2.5x over the next 12 months. Although the topline growth has remained challenged, profitability has increased significantly as gross margins have improved. Lower inventory levels have resulted in more profitable sales and less promotional activity and input and freight costs have also been lower. The company has also lowered operating expenses through strategic cost cuts and store rationalization. Old Navy, the company's largest brand has also started to see growth in comparable store sales in the last two quarters after experiencing a decline for eight consecutive quarters. However, Athleta and Banana Republic brands continue to show weakness in the topline. The rating is supported by the company's good market position in the specialty apparel market with its ownership of specialty apparel brands (Old Navy, Gap, Banana Republic, and Athleta) and relatively low amount of funded debt. The relatively shorter term of its store leases (approximately five years) has enabled the right sizing of its mature brands (Gap and Banana Republic). Investments in its online and mobile business have also strengthened its operational profile and improved its customer experience. Continued integration of its online and store experiences also supports its efforts to increase customer conversion. The Gap, Inc.'s SGL-1 reflects very good liquidity supported by its $1.9 billion in cash at the end of fiscal 2023 and no borrowings under its $2.2 billion asset based revolving credit facility. Moody's expects free cash flow to be healthy in 2024. The company also owns sizable assets that it can monetize. The stable outlook reflects Moody's expectation that disciplined inventory management will support a gradual improvment in operating margins that will offset continued revenue pressure. The outlook also reflects the company's good liquidity and moderate debt levels. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade would require consistency of performance at all its major brands including sustained sales growth and margin expansion, good liquidity as well as a conservative financial strategy. Quantitatively, debt/EBITDA would need to be sustained below 3.5x and EBIT/interest sustained above 3.5x. Ratings could be downgraded if EBIT/interest is sustained below 2.5x or if debt/EBITDA is sustained above 4.25x. Ratings could also be downgraded if operating performance including operating margins and sales deteriorate or if liquidity deteriorates for any reason or financial strategies become detrimental to creditors. Headquartered in San Francisco, California, The Gap, Inc. is a leading global retailer offering clothing, and accessories for men, women, and children under Gap, Banana Republic, Old Navy, and Athleta. Fiscal 2023 net sales were approximately $14.9 billion. The Gap, Inc. products are available for purchase through its 2,562 company-operated stores and 998 franchise stores that are in operation across 40 countries. Its products are also available to customers online through Company-owned websites and through the use of third party agreements. The principal methodology used in these ratings was Retail and Apparel published in November 2023. GOL LINHAS: Court OKs Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Gol Linhas Aereas Inteligentes SA to use cash collateral on an interim basis, in accordance with the budget. The Debtor is permitted to use the Secured Amortizing Notes Cash Collateral, which include, without limitation, all Secured Amortizing Notes Prepetition Collateral that is subject to valid, enforceable, non-avoidable and perfected liens in existence on the Petition Date to secure the Secured Amortizing Notes and that constitutes cash and cash equivalents. TMF Brasil Administração e Gestão de Ativos Ltda., as collateral agent for the holders of the Secured Amortizing Notes, is granted, for the benefit of itself and the Prepetition Secured Amortizing Notes Secured Parties, effective and perfected upon the date of the Order and without the necessity of the execution of any mortgages, security agreements, pledge agreements, financing statements, fiduciary assignments, or other agreements, a valid, perfected replacement security interest in and lien upon the Secured Amortizing Notes Prepetition Collateral and all receivables, proceeds, products, rents, and profits generated and/or created from and after the Petition Date that secure the amounts due under the Secured Amortizing Notes Indenture in accordance with the Credit Rights Assignment Agreement. The Collateral Agent is granted, for the benefit of itself and the Prepetition Secured Amortizing Notes Secured Parties, an allowed superpriority administrative expense claim against GLA, which will have priority under 11 U.S.C. section 507(b) and otherwise over all administrative expense claims and unsecured claims against GLA and its estate. The Debtors' right to use Secured Amortizing Notes Cash Collateral terminates on the earlier to occur of the following: (a) the date that both (i) a DIP Event of Default has occurred and (ii) the DIP Secured Parties have validly terminated the DIP Commitments or otherwise began exercising remedies; (b) the failure of the Debtors to make any payment required under the Order within 10 business days after such payment becomes due under the terms thereof; (c) 15 days after either the Collateral Agent (acting on its own initiative or at the direction of the Prepetition Secured Amortizing Notes Secured Parties) or the Required Holders delivers a notice to the Debtors that the Debtors are in breach of any other obligations under the Order, to the extent the Debtors have in fact breached any such obligations; (d) an order is entered by the Court or other court of competent jurisdiction reversing, amending, supplementing, staying, vacating or otherwise modifying this Order without the written consent of the Collateral Agent (acting at the direction of the Required Holders); (e) the effective date of a plan of reorganization for any of the Debtors in its Chapter 11 Cases that has been confirmed by the Court; (f) the date of an order converting any Debtor's Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code; (g) the Court (or any court of competent jurisdiction) enters an order appointing a chapter 11 trustee or any examiner with enlarged powers relating to the operation of the businesses in the Chapter 11 Cases or any Debtor files any motion, pleading or proceedings (or solicits, supports, or encourages any other party to file any motion, pleading or proceeding) seeking or consenting to the granting of any of the foregoing relief; (h) the date that the Debtors announce that they have permanently discontinued substantially all scheduled passenger service; (i) the date of substantial consummation of a sale of all or substantially all assets of the Debtors; (j) the Court (or any court of competent jurisdiction) enters an order terminating the authorization for the Debtors' use of Secured Amortizing Notes Cash Collateral; (k) the filing by any Debtor of any motion, pleading, application or adversary proceeding challenging the grant, perfection or priority of the liens asserted by the Prepetition Secured Amortizing Notes Secured Parties on the Secured Amortizing Notes Prepetition Collateral and/or the liens and/or rights granted thereunder (or if any Debtor supports any such motion, pleading, application or adversary proceeding commenced by any third party); (l) upon 30 days' notice by either (i) the Debtors or (ii) either the Required Holders or the Collateral Agent (acting at the direction of the Required Holders), to the other that such entity is electing to terminate the consensual use of Secured Amortizing Notes Cash Collateral as provided therein; and (m) any such other date as (i) either the Collateral Agent (acting at the direction of the Required Holders) or the Required Holders, on the one hand, and (ii) the Debtors, on the other, may agree in writing. A copy of the order is available at https://urlcurt.com/u?l=tdn87f from PacerMonitor.com. About Gol Linhas GOL Linhas Aereas Inteligentes S.A. provides scheduled and non-scheduled air transportation services for passengers and cargo; and maintenance services for aircraft and components in Brazil and internationally. The company offers Smiles, a frequent-flyer program to approximately 20.5 million members, allowing clients to accumulate and redeem miles. It operates a fleet of 146 Boeing 737 aircraft with 674 daily flights. The company was founded in 2000 and is headquartered in Sao Paulo, Brazil. GOL Linhas Aereas Inteligentes and its affiliates and subsidiaries voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024. As of the bankruptcy filing, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. Judge Martin Glenn oversees the cases. The Debtors tapped Milbank, LLP as bankruptcy counsel; Seabury Securities, LLC as restructuring advisor, financial advisor and investment banker; Alixpartners, LLP as financial advisor; and Hughes Hubbard & Reed, LLP as aviation counsel. Kroll Restructuring Administration, LLC, is the claims agent. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. GOLI NUTRITION: Chapter 15 Case Summary --------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 15 of the Bankrupty Code: Debtor Case No. ------ -------- Goli Nutrition, Inc. (Canada) (Lead Case) 24-10438 2205 Boul. De la Cote-Vertu, Suite 200 Montreal, Quebec H4R 1N8 Canada Goli Nutrition Inc. (Delaware) 24-10439 Business Description: The Debtors are distributors and retailers of organic, vegan and gluten-free nutritional products and supplements that are sold in the form of gummies and bites. The Debtors market and sell a variety of nutritional and dietary supplements under the Goli brand, including its popular patented Apple Cider Vinegar gummies. In addition to the ACV Gummy, the Debtors also offer additional GOLI Products, including Ashwagandha gummies, Prebiotics- Probiotics-Postbiotics gummies, Beet Root Cardio gummies, and Women's PMS Relief gummies, amongst others. Chapter 15 Petition Date: March 19, 2024 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Laurie Selber Silverstein Foreign Proceeding: CCAA Proceeding, Superior Court, Commercial Division, District of Montreal Foreign Representative: Deloitte Restructuring, Inc. 8430-240 Av des Canadiens-de-Montreal Montreal, Quebec H3B 0M7 Canada Foreign Representative's Counsel: Matthew B. McGuire, Esq. Matthew R. Pierce, Esq. Joshua B. Brooks, Esq. LANDIS RATH & COBB 919 Market Street, Suite 1800 Wilmington, Delaware 19801 Tel: (302) 467-4400 Fax: (302) 467-4450 E-mail: mcguire@lrclaw.com pierce@lrclaw.com brooks@lrclaw.com - and - Andrew Rosenblatt, Esq. Francisco Vazquez, Esq. Michael Berthiaume, Esq. NORTON ROSE FULBRIGHT US LLP 1301 Avenue of the Americas New York, New York 10019 Tel: (212) 408-5100 Fax: (212) 541-5369 E-mail: andrew.rosenblatt@nortonrosefulbright.com francisco.vazquez@nortonrosefulbright.com michael.berthiaume@nortonrosefulbright.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KYHK33Y/Goli_Nutrition_Inc_and_Goli_Nutrition__debke-24-10438__0001.0.pdf?mcid=tGE4TAMA GREAT OAKS LEGACY: S&P Alters Outlook to Stable, Affirms 'BB+' ICR ------------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from positive and affirmed its 'BB+' issuer credit rating on Great Oaks Legacy Charter School, N.J. "The outlook revision reflects our view of the school's more modest financial performance and liquidity metrics in recent years, coupled with high school expansion and associated debt plans in the next one-two years," said S&P Global Ratings credit analyst Jesse Brady. The rating reflects S&P's view of Great Oaks': -- Increasing enrollment and good demand, reflected by healthy student retention and rising applications recorded under the new "Newark Common App" enrollment platform; -- Healthy academic outcomes, supported by a unique tutor support model, enhancing the educational experience and draw for students; and -- History of successful charter renewals, with a recent renewal in February 2021 extending five years through June 2026. S&P said, "The stable outlook reflects our expectation that Great Oaks will continue to build its operations to support sufficient pro forma MADS coverage, steady liquidity, and a moderating debt burden, while successfully expanding its high school facility and enrollment growth projections over time. "We could take a negative rating action should Great Oaks fail to meet its enrollment targets with sustained operating deficits, weakened MADS coverage, or a further decline in days' cash. Although no new issuance is planned beyond the expected 2025 EFF loan, we would view any significant additional debt negatively. "We could consider a positive rating action should Great Oaks continue to successfully execute its near-term growth and expansion plans while improving lease-adjusted MADS coverage and liquidity metrics to be more in line with those of higher-rated peers." GRUPO HIMA: Seeks to Extend Plan Exclusivity to April 15 -------------------------------------------------------- Grupo Hima San Pablo, Inc., and its affiliates asked the U.S. Bankruptcy Court for the District of Puerto Rico to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to April 15 and June 13, 2024, respectively. This is the Debtors' third request for an extension of the Exclusive Periods and comes almost five months after the Petition Date. The Debtors have made significant strides forward thus far. But, as would be expected given the scope of what must be achieved in this chapter 11 case, much work remains. The Debtors anticipate that the requested of a 30-day extension of the Exclusive Periods will allow the Debtors sufficient time to conclude its negotiations with the UCC and secured lender, file a Disclosure Statement and Plan, and chart an exit course for these cases. The Debtors claim that they require additional time to negotiate a Plan of Reorganization and prepare adequate information to allow a creditor to determine whether to accept such Plan. As stated before, upon the conclusion of ongoing day-to-day healthcare operations of the estate, the Debtors are required to do some final reconciliations of the available funds, with their intent to finalize the plan to be proposed to their creditors. The Debtors explain that they are in some ultimate negotiations with the DIP Lenders, pre-petition lenders and the UCC for this to be possible. These negotiations entail a reconciliation of administrative expenses and identifying sources of funds that could be released by lenders to the estate for the payment of administrative claims and provide for the formulation of a plan of reorganization. In addition to all other matters, Debtors have already identified different professionals which could aid in implementing the reorganization strategy to be proffered to creditors. Further, the alternatives or strategies to be implemented have required discussion and are being discussed with the secured creditors and the UCC. Accordingly, the Debtors are currently concluding the final negotiations with the secured creditor and the UCC, which ultimately will aid and dictate the contents of a plan. Currently, this has been an ongoing process, and such work requires an extension of the Debtors' Exclusive Periods. Attorneys for the Debtor: Wigberto Lugo Mender, Esq. Alexis A. Betancourt Vincenty, Esq. Lugo Mender Group, LLC 100 Carr. 165 Suite 501 Guaynabo, PR 00968-8052 Tel: (787) 707-0404 Fax: (787) 707-0412 Email: wlugo@lugomender.com About Grupo Hima San Pablo Grupo HIMA San Pablo, Inc. serves as a diversified healthcare services holding company pursuant to a corporate reorganization of several businesses related by common ownership. Through its subsidiaries and affiliates, Grupo HIMA San Pablo primarily owns and operates hospital facilities and other healthcare related businesses. As of August 2023, the HIMA GROUP operates four hospitals, with over 1,200 licensed beds, including an Oncological Hospital, a multi-specialty physician practice management company, Home Care Service (including infusion therapies and wound care), a free-standing ambulatory center and a 16-ambulance service company. Grupo HIMA San Pablo and its affiliates filed Chapter 11 petitions (Bankr. D. P.R. Lead Case No. 23-02510) on Aug. 15, 2023. In the petition signed by its chief executive officer, Armando J. Rodriguez-Benitez, Grupo HIMA San Pablo disclosed $500 million to $1 billion in assets and $100 million to $500 million in liabilities. Judge Enrique S. Lamoutte Inclan oversees the cases. Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC and Pietrantoni Mendez & Alvarez, LLC serve as the Debtors' bankruptcy counsel and special counsel, respectively. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Sept. 7, 2023. Porzio, Bromberg & Newman, P.C. is the committee's legal counsel. Edna Diaz De Jesus is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. H-FOOD HOLDINGS: $1.15BB Bank Debt Trades at 26% Discount --------------------------------------------------------- Participations in a syndicated loan under which H-Food Holdings LLC is a borrower were trading in the secondary market around 73.9 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.15 billion facility is a Term loan that is scheduled to mature on May 30, 2025. About $1.08 billion of the loan is withdrawn and outstanding. H-Food Holdings, LLC manufactures and distributes packaged food products. The Company serves customers in the State of Illinois. H-FOOD HOLDINGS: $415MM Bank Debt Trades at 26% Discount -------------------------------------------------------- Participations in a syndicated loan under which H-Food Holdings LLC is a borrower were trading in the secondary market around 73.9 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $415 million facility is a Term loan that is scheduled to mature on May 30, 2025. About $406.7 million of the loan is withdrawn and outstanding. H-Food Holdings, LLC manufactures and distributes packaged food products. The Company serves customers in the State of Illinois. H-FOOD HOLDINGS: $515MM Bank Debt Trades at 26% Discount -------------------------------------------------------- Participations in a syndicated loan under which H-Food Holdings LLC is a borrower were trading in the secondary market around 74.2 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $515 million facility is a Term loan that is scheduled to mature on May 30, 2025. About $489.3 million of the loan is withdrawn and outstanding. H-Food Holdings, LLC manufactures and distributes packaged food products. The Company serves customers in the State of Illinois. HARVEST GOLD: Seeks to Hire Joyce W. Lindauer Attorney as Counsel ----------------------------------------------------------------- Harvest Gold Silica, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Joyce W. Lindauer Attorney, PLLC as bankruptcy counsel. The Debtor desires to hire the firm to effectuate a reorganization, propose a plan of reorganization, and effectively move forward in its bankruptcy proceeding. The hourly rates of the firm's counsel and staff are as follows; Joyce W. Lindauer $495 Paul B. Geilich, Of Counsel $395 Sydney Ollar, Associate Attorney $295 Laurance Boyd, Associate Attorney $250 Dian Gwinnup, Paralegal $225 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer in the amount of $21,738, including the filing fee of $1,738, from the Debtor. Joyce Lindauer, Esq., the owner of the firm, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joyce W. Lindauer, Esq. Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 Email: joyce@joycelindauer.com About Harvest Gold Silica Harvest Gold Silica Inc. filed Chapter 11 petition (Bankr. N.D. Tex. Case No. 24-40783) on Mar. 4, 2024. In the petition signed by Penny Hafford as vice president and corporate secretary, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Edward L. Morris oversees the case. Joyce W. Lindauer Attorney, PLLC represents the Debtor as counsel. HCIC HOLDINGS: Seeks to Hire Northpoint Realty LLC as Appraiser --------------------------------------------------------------- HCIC Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Gregory D. Kendra of Northpoint Realty, LLC as appraiser. Mr. Kendra will render these services: a. perform an appraisal for the Brush Property; and b. provide an Appraisal Summary Report for the Brush Property. Northpoint's fees will be billed as one flat fee split into two payments. The total fee for Northpoint is $3,450.50 percent of the fee is due upon the Court's approval of the application. The other 50 percent is due upon completion of the appraisal for the Property. Mr. Kendra, MAI, manager at Northpoint, assured the court the his firm is a "disinterested person" as defined in 11 U.S.C. 101(14). The firm can be reached through: Gregory D. Kendra Northpoint Realty Advisors, LLC 9491 Cove Creek Dr Highlands Ranch, CO 80129 Phone: (303) 263-0653 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. HENDRIX FARMING: Gets OK to Sell Equipment by Auction ----------------------------------------------------- Hendrix Farming, LLC on March 21 got the green light from the U.S. Bankruptcy Court for the Northern District of Mississippi to sell its farm equipment by auction. The equipment will be sold in an upcoming auction to be conducted by Riles Auctions, LLC. The "floor price" for the equipment ranges from $300 to $225,000. The equipment is being sold "free and clear" of liens, claims and interests, with the claims of Deere & Company and any other valid claims to attach to the sale proceeds. Craig Geno, Esq., Hendrix's attorney, said the company is liquidating certain equipment to pay its secured debt. About Hendrix Farming Hendrix Farming, LLC, a company in Holy Springs, Miss., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-13663) on Nov. 30, 2023, with $1 million to $10 million in both assets and liabilities. Robert Byrd, Esq., at Byrd & Wiser, serves as Subchapter V trustee. Judge Jason D. Woodard oversees the case. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC represents the Debtor as bankruptcy counsel. HILTON DOMESTIC: Moody's Rates New $1BB Sr. Unsecured Notes 'Ba2' ----------------------------------------------------------------- Moody's Ratings assigned a Ba2 rating to Hilton Domestic Operating Company Inc.'s (together with Hilton Worldwide Holdings Inc., "Hilton") new $1.0 billion senior unsecured notes announced earlier. The company's existing ratings remain unchanged, including the Ba1 corporate family rating, the Ba1-PD probability of default rating, the Baa2 backed senior secured credit facility rating and the existing Ba2 senior unsecured and backed senior unsecured ratings. The company's speculative grade liquidity rating remains SGL-1. The stable outlook is unchanged. Hilton is planning to issue $1 billion of senior unsecured notes made up of two tranches: a $500 million tranche due 2029 and a $500 million tranche due 2032. The company stated that proceeds will be used for general corporate purposes, including to repay revolver borrowings of $200 million and for investments and acquisitions. Moody's views this transaction as modestly credit negative as it will likely increase total debt outstanding. However, ratings are unchanged as the addition of $800 million of incremental debt will increase Hilton's debt/EBITDA to 3.8x from 3.5x at the end of 2023, still within the 3.5x – 4.5x range Moody's has cited for the Ba1 rating. Hilton recently announced an agreement with Adventurous Journeys Capital partners to acquire Graduate Hotels -- with more than 30 locations in the US and the UK -- for $210 million. Hilton will enter into franchise agreements for existing and signed pipeline hotels. Hilton also recently announced its plans to increase shareholder returns from $2.5 billion in 2023 to a forecasted $3.0 billion in 2024. Moody's expects shareholder returns and future acquisitions will be funded with a combination of cash and debt, including some of the proceeds of the note issuance. RATINGS RATIONALE Hilton's Ba1 corporate family rating reflects the company's large scale and well-recognized brands. With more than 7,500 properties comprising nearly 1.2 million rooms, Hilton is one of the largest hotel companies in the world. Hilton's ratings are also supported by its good geographic diversification and by industry segment and its high level of franchise/management agreements that help the company maintain financial flexibility in normal economic downturns support the Ba1 corporate family rating. In 2023, Hilton's management and franchise revenue accounted for a little more than 70% of its total segment revenue. The asset light, franchise/management business strategy helped Hilton recover from the impact of the pandemic. Hilton's ratings are constrained by the company's moderately high leverage relative to cross-industry peers and Moody's expectation that the company will use its free cash flow for shareholder returns as opposed to absolute debt reduction. Moody's projects that Hilton will maintain adjusted debt/EBITDA in the range of 3.5x-4.5x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade could come if the company adopts a more conservative financial policy with debt/EBITDA approaching 3.5x. An upgrade would also require an investment grade capital structure, specifically a higher amount of unsecured debt relative to secured debt. Ratings could be downgraded if the company's financial strategy becomes more aggressive resulting in debt/EBITDA remaining above 4.5x or EBITA/interest expense below 3.5x. Headquartered in McLean, Virginia, Hilton Worldwide Holdings Inc., the ultimate parent company of Hilton Domestic Operating Company Inc., is a leading hospitality company with about 7,300 managed, franchised, owned and leased hotels, and resorts comprising over 1.14 million rooms. Net revenue for 2023 was about $4.4 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. HILTON DOMESTIC: S&P Assigns 'BB+ Rating on New Unsecured Notes --------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating (the same level as the long-term issuer credit rating) and '4' recovery rating to the proposed senior unsecured notes issued by Hilton Worldwide Holdings Inc.'s borrowing subsidiary Hilton Domestic Operating Co. Inc. S&P understands that the company is targeting issuing the notes in two $500 million tranches due 2029 and 2032. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 30%) recovery for lenders in the event of a default. Hilton intends to use the proceeds from the notes for general corporate purposes. The proposed offering will increase the company's unsecured debt balance, which reduces the residual value available to, and recovery prospects for, its unsecured lenders. However, the increase in its unsecured debt is not significant enough to warrant the revision of S&P's recovery rating, though we did lower our rounded recovery estimate to 30% from 40%. S&P said, "We continue to assume Hilton's S&P Global Ratings-adjusted net debt to EBITDA will be in the mid-3x range in 2024, supported by the continued recovery in group and business bookings. That said, we expect the improvement in the company's revenue per available room (RevPAR) will begin to normalize, rendering hotel demand dependent on increases in GDP and real consumer spending. We believe Hilton can maintain S&P Global Ratings-adjusted debt to EBITDA of well below our 5x downgrade threshold, given its ability to reduce its share repurchases if needed." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P rates the company's senior secured debt, comprising a revolving credit facility due 2028 and term loans due 2028 and 2030, 'BBB-' with a '1' recovery rating. -- S&P caps its issue-level ratings on the debt issued by speculative-grade companies (other than the secured debt of regulated utilities and real estate firms) at 'BBB-' regardless of its recovery rating. This deemphasizes the weight recovery plays in notching up issue ratings for issuers near the investment-grade threshold because recovery is a smaller component of credit risk when default risk is more remote, particularly because recovery prospects may be less predictable and more variable for these issuers. -- S&P rates Hilton's existing and proposed senior unsecured notes 'BB+' with a '4' recovery rating. -- S&P's simulated default scenario contemplates a payment default by 2029 due to prolonged economic weakness and significantly reduced transient and group travel volume. S&P assumes a reorganization following the default and use an emergence EBITDA multiple of 7.5x to value the company. This multiple--at the high end of our range for the leisure sector--reflects the quality and scale of Hilton's portfolio of brands. Revolving credit facility: Assumed 85% drawn at default after excluding the unused portion of letters of credit. Simulated default assumptions -- Year of default: 2029 -- Emergence EBITDA: $994 million -- Multiple: 7.5x Simplified waterfall -- Net enterprise value after administrative expenses (5%): $7.082 billion -- Obligor/nonobligor split: 70%/30% -- Estimated priority debt claims (mortgages and other debt): $9 million -- Estimated senior secured debt claims: $4.699 billion -- Value available for senior secured debt claims: $6.33 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Estimated senior unsecured debt claims: $7.160 billion -- Value available for senior unsecured debt claims: $2.37 billion --Recovery expectations: 30%-50% (rounded estimate: 30%) Note: All debt amounts include six months of prepetition interest. IJK LLC: Seeks to Hire Gerry Law Firm as Bankruptcy Counsel ----------------------------------------------------------- IJK, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Dakota to employ Gerry Law Firm, Prof. LLC as its bankruptcy counsel. The professional services to be rendered include filing such schedules and other documents as the Court may require, initiating or defending adversary proceedings and contested motions, negotiating with priority, secured and unsecured creditors, formulation of a plan, and such other duties as may be necessary to attempt a successful reorganization under Chapter 11, along with related legal services during the pendency of this action. The law firm will bill for services of Attorney Clair R. Gerry at the rate of $360 per hour, plus sales tax; and for the services of paralegal Julie M. Anacker at the rate of $140 per hour, plus sales tax; and actual necessary expenses are to be reimbursed. The firm received a retainer in the amount of $1,738. Gerry Law Firm is a "disinterested person" within the meaning of 11 U.S.C. 101(14), according to court filings. The firm can be reached through: Clair R. Gerry, Esq. GERRY LAW FIRM, PROF. LLC 507 West 10th Street P.O. Box 966 Sioux Falls, SD 57101-0966 Tel: (605) 336-6400 Fax: (605) 336-6842 Email: gerry@sgsllc.com About IJK, LLC IJK, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. S.D. Case No. 24-40057) on March 11, 2024, listing $100,001 to $500,000 in both assets and liabilities. Clair R. Gerry, Esq, at Gerry Law Firm, Prof. LLC represents the Debtor as counsel. INFORMATICA INC: Moody's Ups CFR to Ba3 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings upgraded the corporate family rating of Informatica Inc. (Informatica), a leading provider of enterprise data integration and management software products and services to Ba3 from B1. Moody's also upgraded the probability of default rating to Ba3-PD from B1-PD and the backed senior secured first lien bank credit facilities to Ba3 from B1. The bank credit facilities are issued by Informatica LLC. The speculative grade liquidity rating (SGL) remains unchanged at SGL-1. The outlooks changed to stable from positive. The ratings upgrade reflects Informatica's improved operating performance driven by strong subscription ARR growth that Moody's expects to persist for the next several years. Over the next three years, Moody's projects that cloud subscription ARR growth of at least 30% will more than offset self-managed ARR and maintenance ARR declines, resulting in high-single-digit percentage revenue growth over the same period. Moody's expects profitability to expand over the same period contributing to free cash flow to debt increasing above 20% in 2025. Moody's expects adjusted debt to EBITDA to remain high at about 5x in 2024, though debt to EBITDA plus stock-based compensation should decline to below 3x. Governance considerations were also a key driver of the ratings upgrade. Moody's expects Informatica to maintain conservative financial policies consistent with the Ba rating category despite being majority-owned by financial sponsors with only 4 of 10 independent board members, and that ownership concentration will decline over time. These expectations include gradual deleveraging through EBITDA growth and no meaningful debt-funded acquisitions or open market share repurchases. However, Moody's expects Informatica to prudently pursue private off-market share repurchases with existing cash balances and internally generated cash flow while maintaining robust cash balances. RATINGS RATIONALE Informatica's Ba3 CFR is supported by good operating scale, its leading products in multiple segments of the data management software market, and growing demand for data management solutions that support Moody's expectation for at least 30% cloud subscription ARR growth for at least the next three years. The company continues to make good progress in modernizing and broadening its portfolio for the hybrid cloud environment and generating strong growth from products outside of its traditional PowerCenter data integration offering. The company also benefits from very good liquidity supported by nearly $1 billion of cash and short-term investments and Moody's expectation of over 15% free cash flow to debt for 2024. The rating also reflects high financial leverage of 5.9x as of year-end 2023 when expensing stock based compensation (which improves to 3.5x excluding stock based compensation), the rapidly evolving and competitive market Informatica operates in which requires continued investments in research and development, and the financial sponsors' substantial, but diminishing, voting control that Moody's expects to decline over the next few years. The rating also reflects Moody's expectation that Informatica will not initiate large open market share repurchases or pay common stock dividends over the next two years. Informatica Inc.'s indirect wholly-owned subsidiary, Informatica LLC, is the borrower of credit facilities. The first lien credit facilities are guaranteed by Informatica Inc. and are rated Ba3, which reflects Informatica's Ba3-PD Probability of Default rating and that the credit facilities constitutes the preponderance of the debt structure. The credit facilities are secured by a first priority security interest in substantially all tangible and intangible assets of the borrower and domestic guarantors. The SGL-1 rating reflects Moody's expectations that Informatica will maintain very good liquidity over the next 12 months. The company had $992 million of cash and short-term investments as of December 31, 2023 and Moody's expects over $300 million in free cash flow in 2024. Informatica maintains a $250 million of revolving credit facility expiring October 2026 which was undrawn as of December 31, 2023. Annual term loan amortization is about $19 million. The term loans have no financial maintenance covenants but borrowings under the revolving credit facility are subject to maintenance of a net first lien leverage ratio (as defined in the credit agreement) of 6.25x, if utilization exceeds 35% ($87.5 million). The company has ample operating flexibility based on Moody's projections of operating performance. The stable outlook reflects Moody's expectation that Informatica's operating and credit metrics will continue to improve over the next 12-18 months supported by at least mid-single-digit percentage revenue growth. Moody's also anticipates that ownership concentration will continue to decline over the same period. Moody's expects debt to EBITDA plus stock-based compensation and free cash flow to debt metrics will improve towards 3x and 18% over the same period, respectively. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if 1) ownership concentration materially diminishes; 2) Informatica profitably expands its scale and business diversity; and 3) the company sustains good operating momentum and employs more conservative long-term financial policies, maintaining debt to EBITDA (expensing stock-based compensation) below 4x and free cash flow to debt approaching 20%. The ratings could be downgraded if 1) revenue growth, attrition, cloud subscription ARR or other operating metrics weaken materially, reflecting a diminished competitive profile; 2) the company pursues more aggressive financial policies, such as debt-funded shareholder distributions or acquisitions; 3) Moody's expects debt to EBITDA plus stock-based compensation to be sustained above 4.5x or free cash flow to debt to remain below 12%; or 4) liquidity deteriorates. The principal methodology used in these ratings was Software published in June 2022. Informatica Inc. (NYSE: INFA) is the indirect parent of Informatica LLC, the borrower of the credit facilities. The company is the leading independent provider of enterprise data integration and management software products and services. On October 27, 2021, Informatica completed an initial public offering of its common stock and used net proceeds to repay debt. Funds affiliated with Permira Advisers LLC and Canada Pension Plan Investment Board maintain a combined voting control of approximately 79% as of December 31, 2023. INVITAE CORP: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Invitae Corporation and affiliates to use cash collateral, on a final basis, in accordance with the budget. The Debtors entered into an Indenture dated March 7, 2023, agented by U.S. Bank Trust Company, National Association. As of the petition date, the Prepetition Secured Notes Parties were indebted to the holders of the notes in the aggregate principal amount of $305.3 million. As adequate protection for the use of cash collateral, the Prepetition Agent, for the benefit of itself and the other Prepetition Parties, is granted valid, binding, continuing, enforceable, fully-perfected, nonavoidable, first-priority senior, additional and replacement security interests in and liens on the Prepetition Collateral and all of the Debtor's assets. As further adequate protection, Prepetition Agent, for the benefit of itself and the other Prepetition Parties, is granted an allowed superpriority administrative expense claims. The Debtors' right to use the cash collateral will automatically cease without further court proceedings on the Termination Date. The events that constitute a "Termination Event" include: (a) The violation of any term of the Final Order by the Debtors that is not cured within five business days of receipt by the Debtors, counsel for the Committee, and the U.S. Trustee of notice of such default, violation or breach (which may be provided to the Debtors, counsel for the Committee, and the U.S. Trustee by email); (b) Entry of any order modifying, reversing, revoking, staying for a period in excess of five business days, rescinding, vacating, or amending the Final Order without the express written consent of the Required Holders; and (c) Any of the Cases is dismissed (other than following the effective date of a chapter 11 plan) or converted to a case under chapter 7 of the Bankruptcy Code, without the express written consent of the Required Holders, or a trustee under chapter 11 of the Bankruptcy Code or an examiner with enlarged powers is appointed in any of the Cases, or any of the Debtors seeks entry of an order accomplishing any of the foregoing. A copy of the order is available at https://urlcurt.com/u?l=MWVAJF from PacerMonitor.com. About Invitae Corp. Invitae Corporation is a medical genetics company that is in the business of delivering genetic testing services, digital health solutions, and health data services that support a lifetime of patient care and improved outcomes. Invitae Corp. and five of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Lead Case No. 24-11362) on Feb. 13, 2024. In the petition filed by Ana Schrank, chief financial officer, disclosed $535,115,000 in assets against $1,618,519,000 in debt. Judge Michael B. Kaplan oversees the case. Kirkland & Ellis LLP and Kirkland & Ellis International LLP are the Debtors' bankruptcy counsel and Cole Schotz, P.C. is the Debtors' co-bankruptcy counsel. Moelis & Company LLC is the Debtors' investment banker. FTI Consulting Inc is the Debtors' restructuring advisor. Kurtzman Carson Consultants LLC is the Debtors's notice and claims agent. Deloitte Touche Tohmatsu Limited serves as the Debtors' tax advisor. J & S CONCEPTS: Frost Brown Represents Performance Food & Destin ---------------------------------------------------------------- The law firm Frost Brown Todd LLP ("FBT") filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of J & S Concepts LLC and its affiliates, the firm represents Performance Food Group ("PFG") and Destin Commons, Ltd. PFG supplies food products and other related goods to the Debtors relating to the operation of their Party Fowl restaurants. PFG holds administrative expense claims against the Debtors in the amount of $84,498.74. Destin Commons is a creditor and a landlord of the Debtors. Destin Commons holds claims against Debtors J & S Concepts LLC in the amount of $176,029.39 (POC No. 24) and Party Fowl Destin LLC in the amount of $176,029.39 (POC No. 13), including, but not limited to, all amounts due and owing under the leases between Destin Commons and Debtors, plus any rejection damages and/or administrative priority claims for unpaid post-petition rent and other charges. PFG and Destin Commons have each requested that FBT represent them and their interests and have each consented to such multiple representation. Upon information and belief, as of the date hereof, FBT does not hold any claim or equity interest in the Debtors. The names and addresses of the parties represented by FBT are: 1. Performance Food Group 12500 West Creek Parkway Richmond, VA 23238 2. Destin Commons, Ltd. 19501 Biscayne Blvd., Suite 400 Aventura, FL 33180 Counsel for Performance Food Group: FROST BROWN TODD LLP Patricia K. Burgess, Esq. 150 Third Avenue South, Suite 1900 Nashville, Tennessee 37201 (615) 251-5550 Telephone (615) 251-5551 Facsimile Email: pburgess@fbtlaw.com About J & S Concepts LLC J & S Concepts, LLC and its affiliates filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 24-00066) on Jan. 9, 2024. The affiliates are Party Fowl Cool Springs LLC, Party Fowl Murfreesboro LLC, Party Fowl Destin LLC, Party Fowl Donelson LLC, and Party Fowl Hamilton Place, LLC. At the time of the filing, J & S Concepts reported as much as $50,000 in assets and $1 million to $10 million in liabilities. Denis Graham "Gray" Waldron, Esq., at Dunham Hildebrand, PLLC represents the Debtors as legal counsel. JAGUAR HEALTH: GEN to Sell Crofelemer in Turkey, 8 Other Countries ------------------------------------------------------------------ Jaguar Health, Inc. announced that it has signed a binding term sheet covering the exclusive license and commercialization agreement for Jaguar's novel plant-based, FDA-approved prescription drug crofelemer with Turkish specialty pharmaceutical company Gen Ilac Ve Saglik Urunleri Sanayi Ve Ticaret, A.S. ("GEN"). The Agreement will entail a $2 million investment by GEN in Jaguar stock at a 75% premium to the market price, payment of double-digit royalties to Jaguar on all finished crofelemer products sold in the licensed territory, and transfer pricing terms for crofelemer supplied by Jaguar. As a result of this investment, GEN will own 6.7% of the shares of Jaguar common stock outstanding as of March 18, 2024. The Agreement will cover Jaguar's FDA-approved indication of crofelemer (trade name Mytesi) for HIV-related diarrhea and all potential crofelemer follow-on indications, including cancer therapy-related diarrhea – the subject of Jaguar's placebo-controlled pivotal Phase 3 OnTarget trial, as well as the rare disease indications short bowel syndrome (SBS) and microvillus inclusion disease (MVID), and any other possible future human indications for crofelemer. The Agreement will allow GEN to manufacture crofelemer finished product and market the drug for all above-referenced indications in Turkey, Belarus, Ukraine, Azerbaijan, Uzbekistan, Kazakhstan, Turkmenistan, Russia, and Georgia following GEN's receipt of regulatory approval for crofelemer for these indications in these countries. "We are very happy about the commitment Jaguar and GEN have made to enter an exclusive license and commercialization agreement," said Lisa Conte, Jaguar's president and CEO. "This initiative underscores Jaguar's mission and common vision with GEN to provide patients around the world with access to prescription pharmaceuticals for essential supportive care and management of neglected symptoms across multiple complicated disease states such as cancer, SBS, and MVID." "We are thrilled about our license and commercialization agreement for crofelemer with Jaguar," said Abidin Gulmuş, GEN's CEO. "GEN's business model centers on partnering with global innovator pharmaceutical companies like Jaguar to bring therapies to our territories to serve significant unmet medical needs." GEN is a publicly traded (GENIL.IS) specialty pharmaceutical company headquartered in Ankara, Turkey with more than 25 years of experience. With a mission of providing solutions to unmet medical needs through innovation and partnerships, the company supplies products used in the treatment of rare diseases and disorders in neurology, endocrinology, nephrology, oncology, and hematology. GEN operates a GMP-certified production facility in Turkey and employs more than 600 people. GEN also has offices in Germany, Russia, Kazakhstan, Uzbekistan and Azerbaijan and Georgia. For more information about GEN, visit https://en.genilac.com.tr. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar Health reported a net loss of $48.39 million for the year ended Dec. 31, 2022, compared to a net loss of $52.60 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $47.45 million in total assets, $48.81 million in total liabilities, and a total stockholders' deficit of $1.35 million. Although the Company plans to finance its operations and cash flow needs through equity and/or debt financing, collaboration arrangements with other entities, license royalty agreements, as well as revenue from future product sales, the Company does not believe its current cash balances are sufficient to fund its operating plan through one year from the issuance of these unaudited condensed consolidated financial statements. There can be no assurance that additional funding will be available to the Company on acceptable terms, or on a timely basis, if at all, or that the Company will generate sufficient cash from operations to adequately fund operating needs. If the Company is unable to obtain an adequate level of financing needed for the long-term development and commercialization of the products, the Company will need to curtail planned activities and reduce costs. Doing so will likely have an adverse effect on the ability to execute the Company's business plan; accordingly, there is substantial doubt about the ability of the Company to continue in existence as a going concern, the Company said in its Quarterly Report for the period ended Sept. 30, 2023. JEFFERSON CENTER: Moody's Downgrades Issuer Rating to Ba3 --------------------------------------------------------- Moody's Ratings has downgraded Jefferson Center Metropolitan District No. 1, CO's issuer rating to Ba3 from Ba1 and downgraded the senior lien general obligation limited tax (GOLT) rating to B1 from Ba2. For fiscal 2022 (December 31 year-end), the district had about $122.7 million of GOLT debt outstanding. The downgrade of the issuer rating to Ba3 is driven by prior growth expectations that have not materialized, lack of sufficient current building permit activity to drive significant fiscal 2025 assessed value growth, and the ongoing need for material annual growth in assessed value over the next several years to achieve sum-sufficient debt service for all outstanding debt liens. The stable outlook was revised to no outlook. Moody's no longer assigns outlooks to local governments with this amount of debt outstanding. RATINGS RATIONALE The Ba3 issuer rating reflects the district's moderately sized and highly concentrated $318 million tax base that has not met prior growth expectations, lacks sufficient current building permit activity to drive material fiscal 2025 assessed value growth, and requires extensive annual assessed value growth to cover debt service payments for all outstanding bond liens. The district's finances as of fiscal 2022 were a strong 306% of operating revenue however are primarily made up of capitalized interest and required reserves in the debt service fund. Without growth, the district would need to utilize the subordinate reserve fund by fiscal year 2026 to cover debt service requirements. The fiscal 2024 budget is balanced however reserves will be pressured over the next several years due to the need for substantial new construction value to be added as well as an ascending debt service schedule that increases annually through 2034. The rating also incorporates the district's very high debt burden that is equal to 39% of full value, which will increase as the district plans to issue additional debt under a second subordinate lien in the near term. The one notch distinction between the issuer and B1 GOLT rating reflects the district's below sum-sufficient annual debt service coverage under the mill levy cap when considering all debt liens and the need for material tax base growth to reach sum-sufficient coverage. However, funds held in the district's debt service reserve funds, specifically the subordinate reserve fund, will provide a short-term cushion in the event that pledged revenues remain insufficient to fund total debt service costs. RATING OUTLOOK Moody's does not assign outlooks to local governments with this amount of debt outstanding. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Material tax base increase that maintains sum-sufficient coverage on all debt liens -- Diversification of top taxpayers -- Significant increase of reserves above reserve fund requirements FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Draw on the senior or subordinate debt service reserve funds -- Additional amortizing debt absent significant tax base growth -- Tax base contraction or closure of the power plant LEGAL SECURITY The 2020A-2 bonds have a senior lien on pledged revenues, and are on parity with the 2020A-1 loan, which was privately placed and not rated. The revenues pledged to the senior obligations consist of property taxes, derived from a limited property tax levy, tax increment revenues derived from the Northwest Urban Renewal District, and PILOT revenue. The 2020A-2 bonds are additionally secured by a debt service reserve fund equal to maximum annual debt service. PROFILE Jefferson Center Metropolitan District No. 1 was established in 1989, and is located in Arvada, CO at the base of the Rocky Mountains, within the Denver metro area. The district was created to fund public infrastructure needed to develop property within its boundaries. The district contains 3,612 acres. METHODOLOGY The principal methodology used in these ratings was US Special Purpose District General Obligation Debt Methodology published in November 2022. JOANN INC: Declares Chapter 11 Bankruptcy ----------------------------------------- CBS News reports that fabric and crafts retailer Joann declared bankruptcy amid spending cutbacks from consumers and higher operating costs. The retail chain said it plans to keep its 800-plus stores open while it works through the restructuring process. Hudson, Ohio-based Joann, which filed for Chapter 11 bankruptcy, reported between $1 billion and $10 billion in debt. In court documents, the retailer blamed higher costs from shipping overseas products, as well as waning consumer demand. As part of its bankruptcy, Joann said it has received about $132 million in new financing and expects to reduce its balance sheet's funded debt by about $505 million. The financing is "a significant step forward" to help Joann continue operating its stores, Scott Sekella, Joann's chief financial officer said in a statement. The filing marks the latest in a series of major retailers that have filed for bankruptcy in recent years, including GNC, J.C. Penney and Party City. Brick-and-mortar retailers have struggled as Americans have increasingly shifted their spending to online rivals such as Amazon.com. In Joann's case, the company was buoyed in the early days of the pandemic as the shutdown spurred some consumers to take up crafts and other projects. But during the past two years, Joann's sales have tumbled, with the company blaming consumer cutbacks due to inflation and other economic challenges. "On the revenue side, sales slowed as COVID-19 policies were repealed or reduced, demand for fabric and mask-related products abated, hobbyists spent less time crafting indoors, and the federal government terminated pandemic-related stimulus programs," Joann said in court documents. At the same time, Joann was walloped by higher costs after China hiked tariffs on imports, an issue that occurred when the company was also spending a lot of money remodeling its stores. Rising ocean freight costs also inflated its inventory costs by more than $150 million between its 2021 to 2023 fiscal years, it added. "While these conditions affected the retail sector broadly, Joann's heavy reliance on imported goods meant these conditions caused, and continue to cause, outsized impacts on the company," Joann said in court documents. Joann has been headed toward bankruptcy for quite a while, analyst Neil Saunders of GlobalData said in a statement Monday. Aside from its rising debt, Joann has struggled to turn a profit and has lost some of its customer base to rivals, Saunders said. "Weakening store standards and declining customer service levels, partly because of staffing cuts, have made stores less desirable," he said. "And a desire for lower prices has driven some shoppers to alternatives like Hobby Lobby." As part of the bankruptcy plan, Joann said it plans to convert back into a private company. The company went public in March 2021. The company, which was founded back in 1943, previously went private in 2011 — when it was purchased by equity firm Leonard Green & Partners. Joann reported $2.2 billion in profit in 2023. The company said, as of Monday, that it employs about 18,210 people with roughly 16,500 working at store locations. Another 262 work at Joann's distribution center in Hudson. About JOANN Inc. JOANN operates in the fabric and sewing industry with one of the largest assortments of arts and crafts products. JOANN has transformed itself into a fully-integrated, digitally-connected omni-channel retailer. JOANN reported a net loss of $200.6 million for the year ended Jan. 28, 2023. * * * As reported by the TCR on July 14, 2023, S&P Global Ratings lowered its ratings on U.S.-based creative products retailer Joann Inc. to 'CCC' from 'CCC+'. The outlook is negative, reflecting the risk S&P could lower its rating on Joann if liquidity deteriorates or the company pursues a debt transaction that S&P views as tantamount to default. S&P said weak operating performance and higher borrowing costs are straining cash flow and liquidity. JOANN INC: Inks Agreement to Reduce Debt, Gains $132M New Capital ----------------------------------------------------------------- JOANN Inc. announced that it has entered into a Transaction Support Agreement ("TSA" or "Agreement") with a majority of its financial stakeholders and additional industry financing parties to strengthen the Company's financial position. In connection with the TSA, the Company has received commitments for approximately $132 million in new financing and related financial accommodations and expects to reduce funded debt on its balance sheet by approximately $505 million. The parties have also agreed to a six-month extension of the Company's existing ABL and FILO credit facilities, effective upon the Company's emergence from the court-supervised process. Under the TSA and related transaction documents, all obligations to employees, vendors, landlords, and other trade creditors will be paid or otherwise satisfied in full and honored in the ordinary course of business. "Over the past several months, JOANN has made meaningful business improvements through the execution of our Focus, Simplify and Grow cost reduction initiative," said Chris DiTullio, Chief Customer Officer and co-lead of the Interim Office of the CEO. "We are excited by our progress on both top and bottom-line initiatives in the past year and are confident the steps we are taking will allow JOANN to drive long-term growth. We appreciate the support from our financial and industry stakeholders in this agreement, and their confidence in our ability to continue driving positive business change. There is no other retailer with the same ability to serve sewists, quilters, crocheters, crafters and other creative enthusiasts as we have for the past 80 years, and we take great pride in seeing the passion and engagement of our millions of customers and our Team Members." Scott Sekella, JOANN's Chief Financial Officer and co-lead of the Interim Office of the CEO, added, "This agreement is a significant step forward in addressing JOANN's capital structure needs, and it will provide us with the financial resources and flexibility necessary to continue to deliver best-in-class product assortments and enhance the customer experience wherever they are shopping with us. This includes our more than 800 stores across the United States, 95 percent of which are cash flow positive. We remain committed to our suppliers, partners, Team Members and other stakeholders, and are focused on ensuring we continue to operate as usual so we can continue to best serve our millions of customers nationwide." The financial restructuring contemplated by the TSA will be implemented through a prepackaged court-supervised process in which JOANN will continue to operate in the ordinary course of business. JOANN's stores and the JOANN.com website will remain open and continue operating as normal and customers vendors, landlords, and other trade creditors will not see any disruption in services. The Company remains as focused as ever on providing customers with quality products and services that inspire their creativity. To effectuate the recapitalization transactions, JOANN and certain of its affiliates have initiated voluntary prepackaged Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware. With the significant support of the Company's financial stakeholders, JOANN expects to complete this process on an expedited basis, as early as late April 2024. Following this process, the Company expects that JOANN will become a private company owned by certain of its lenders and industry parties, and its shares will no longer be listed on Nasdaq or any other national stock exchange. In connection with this process, JOANN is filing a number of customary "first day" motions to enable it to continue uninterrupted operations during the financial restructuring, including, among others, to continue paying wages and providing benefits to employees and to pay trade vendors and other general unsecured obligations in full in the ordinary course of business. Additional information regarding JOANN's financial restructuring is available at JOANNforward.com. Court filings and information regarding the claims process are available at https://cases.ra.kroll.com/Joann, by calling the Company's claims agent, Kroll, at 844-488-7837 (toll-free in the U.S.) or 646-777-2384 (for international calls), or by sending an email to joanninfo@ra.kroll.com. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission with additional information can also be found in https://tinyurl.com/4eseymk9 About JOANN JOANN operates in the fabric and sewing industry with one of the largest assortments of arts and crafts products. JOANN has transformed itself into a fully-integrated, digitally-connected omni-channel retailer. JOANN reported a net loss of $200.6 million for the year ended Jan. 28, 2023. * * * As reported by the TCR on Mar. 21, 2024, S&P Global Ratings lowered its issuer credit rating on U.S.-based creative retailer Joann Inc. to 'D' from 'CCC'. At the same time, S&P lowered its issue-level rating on the company's first-lien term loan to 'D' from 'CCC'. S&P downgraded Joann after the company filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. S&P expects to reassess its ratings on the company and its new capital structure when it emerges from bankruptcy. KEYSTONE BIO: To Sell All Assets on April 4, 2024 ------------------------------------------------- In accordance with applicable provisions of the Uniform Commercial Code, as enacted in Delaware, K-Bio Investment LLC, as investor representative ("secured party") will offer for sale, at public auction, all of the assets of Keystone Bio Inc. The public auction will be held on April 4, 2024, at 12:00 p.m. (CST) via zoom at the following meeting link: https://hklaw.zoom.us/j/87800995664?pwd=m07bdEtlsptkGbLbeR8P26LINd0AaA.1, Meeting ID: 878 0099 5664, Password: 919196, and the collateral will be sold to the highest qualified bidder. The sale will be conducted by Holland & Knight LLP, as counsel to the investor representative. Holland & Knight can be reached at: Holland & Knight LLP Attn: Tyler layne 511 Union Street, Suite 2700 Nashville, TN 37219 KNIGHT HEALTH: $450MM Bank Debt Trades at 55% Discount ------------------------------------------------------ Participations in a syndicated loan under which Knight Health Holdings LLC is a borrower were trading in the secondary market around 45.0 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $450 million facility is a Term loan that is scheduled to mature on December 23, 2028. The amount is fully drawn and outstanding. Knight Health Holdings LLC is a provider of community-based acute and post-acute care, with 18 short-term acute care hospitals and 61 long-term acute care facilities across 25 states. LIQTECH INTL: Sadler, Gibb & Associates Raises Going Concern Doubt ------------------------------------------------------------------ LiqTech 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 Sadler, Gibb & Associates, LLC, 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 21, 2024, Draper, UT-based Sadler, Gibb & Associates, LLC said, "The Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern." As of December 31, 2023, the Company had cash and cash equivalents of $10,422,181, net working capital of $14,590,430, an accumulated deficit of $75,922,180, and total assets and liabilities of $35,971,847 and $18,695,831, respectively. The Company has incurred losses from continuing operations, used cash in its continuing operations, and remains dependent on external financing to fund operations. Net loss for the year ended December 31, 2023 was $8,571,145 compared to $14,169,107 for the comparable period in 2022. These conditions raise substantial doubt about the Company's ability to continue as a going concern for one year after the date the financial statements are issued. The Company has initiated substantial cost reductions and profitability improvement measures to help right-size the business and develop a clear and sustainable path to profitability, further underpinned by an updated strategy and onboarding of key executives. There can be no assurance, however, that the Company will be able to obtain any sources of funding. Such additional funding may not be available or may not be available on reasonable terms, and in the case of equity financing transactions, could result in significant additional dilution to its stockholders. If the Company does not obtain required additional equity or debt funding, its cash resources could be depleted, and it could be required to materially reduce or suspend operations, which would likely have a material adverse effect on its business, stock price, and its relationships with third parties with whom the Company have business relationships, at least until additional funding is obtained. If the Company does not have sufficient funds to continue operations, it could be required to seek bankruptcy protection or other alternatives that could result in its stockholders losing some or all of their investment. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/29xpz3cc About LiqTech International Ballerup, Denmark-based LiqTech International, Inc. is a clean technology company that provides state-of-the-art gas and liquid purification products by manufacturing ceramic silicon carbide filters and membranes as well as developing industry-leading and fully automated filtration solutions and systems. LONE STAR: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------- Lone Star Restaurant Group, LLC asks the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay vendors, suppliers, employees, and contractors. Like many restaurants, the slowing economy, the substantial increase in food cost and the increase in labor was the perfect storm that caused the bankruptcy filing. On the day of filing, the Debtor had $10,329 in cash or in banks; $2,300 in receivables; and $7,000 in inventory, being food and beverage. This totals $19,629. Based on the best available information, the following creditors assert a lien on accounts and/or receivables and inventory: a) First Bank of the Lake who filed a UCC-i on December 17, 2021 to secure a debt in the amount of $825,000. b) The IRS filed a UCC-i on January 16, 2024 to secure a debt in the amount of $75,000. c) US Foods, Inc. filed a UCC-i on February 26, 2024 to secure a debt in the amount of $16,500. d) Washington Business Bank also filed a UCC-i on May 5, 2022, but the debt has been paid. Given the value of the cash collateral, the First Bank of the Lake has secured lien. The other creditors do not have a lien on the cash collateral. Moreover, at least as to US Foods, its lien is subject to a preference challenged. Prior to the filing of the bankruptcy, the Debtor's counsel communicated with Steven Bass counsel for First Bank of the Lake regarding the Debtor's request to use cash collateral. Mr. Bass asserted that at this time, First Bank of the Lake would only require as adequate protection a post-petition lien on all monies, accounts, accounts receivable and inventory at this time. A copy of the motion is available at https://urlcurt.com/u?l=AcxnoM from PacerMonitor.com. About Lone Star Restaurant Group, LLC Lone Star Restaurant Group, LLC is a Texas Limited Liability company and is a Rusty Taco. It operates at 17026 Bulverde, Ste. 112, San Antonio, Texas 78247. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-50423) on March 18, 2024. In the petition signed by Andy Besing, managing member, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Craig A. Gargotta oversees the case. Dean W. Greer, Esq., at WEST & WEST ATTORNEYS AT LAW, P.C., represents the Debtor as legal counsel. LOOPSTER'S TOWING: Hires BransonLaw PLLC as Bankruptcy Counsel -------------------------------------------------------------- Loopster's Towing and Collision, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire BransonLaw, PLLC as its attorneys. The firm will render these services: a. prosecute and defend any causes of action on behalf of the Debtor; prepare, on behalf of the Debtor, all necessary applications, motions, reports and other legal papers; b. assist in the formulation of a plan of reorganization; and c. provide all other services of a legal nature. The hourly rates of the firm's counsel and staff range from $450 to $225. Prior to the commencement of this Chapter 11 case, the Debtor paid an advance fee of $9,050 for post-petition services and expenses and the filing fee of $1,738. Jeffrey Ainsworth, Esq., an attorney at BransonLaw, 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: Jeffrey S. Ainsworth, Esq. Jacob D. Flentke, Esq. BransonLaw, PLLC 1501 E. Concord St. Orlando, FL 32803 Telephone: (407) 894-6834 Facsimile: (407) 894-8559 Email: jeff@bransonlaw.com jacob@bransonlaw.com About Loopster's Towing and Collision Loopster's Towing and Collision, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00532) on February 23, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Jason A. Burgess oversees the case. Jeffrey Ainsworth, Esq., at Bransonlaw, PLLC represents the Debtor as legal counsel. LORDSTOWN MOTORS: Plan Effective Date Occurred March 14 ------------------------------------------------------- The Third Modified First Amended Joint Chapter 11 Plan of Lordstown Motors Corp. and Its Affiliated Debtors became effective on March 14, 2024. According to the Troubled Company Reporter on March 13, 2024, Lordstown Motors Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that following a hearing on March 5, 2024, the U.S. Bankruptcy Court for the District of Delaware entered an order confirming the Third Modified First Amended Joint Chapter 11 Plan of Lordstown Motors Corp. and Its Affiliated Debtors (as may be further modified, amended, or supplemented). As previously disclosed, on June 27, 2023, the Company, and its subsidiaries, commenced voluntary proceedings under chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. The Chapter 11 proceedings are being jointly administered under the caption In re: Lordstown Motors Corp., et al., Cases No. 23-10831 through 23-10833. By entry of the Confirmation Order, the Bankruptcy Court has, among other things, authorized the Debtors (referred to as the "Post-Effective Date Debtors" from and after the Effective Date) to effectuate the Plan, subject to satisfaction or waiver of the conditions precedent to the occurrence of effective date of the Plan set forth therein. Following the entry of the Confirmation Order, the Debtors intend to seek to have all conditions to effectiveness satisfied or waived in order for the Effective Date to occur promptly; however, the Company can make no assurances as to when, or ultimately if, the Plan will become effective. A full-text copy of the Form 8-K Report with further information on the Material Terms of the Plan is available at https://tinyurl.com/u6f9j7nh About Lordstown Motors Corp. Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- is an electric vehicle OEM developing innovative light duty commercial fleet vehicles, with the Endurance all electric pickup truck as its first vehicle. It has engineering, research and development facilities in Farmington Hills, Mich. and Irvine, Calif. On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases are pending before Judge Mary F. Walrath. The Debtors tapped White & Case, LLP and Richards, Layton & Finger, P.A., as bankruptcy counsels; Baker & Hostetler, LLP as special counsel; Jefferies, LLC as investment banker; KPMG, LLP as auditor; and Silverman Consulting as restructuring advisor. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Troutman Pepper Hamilton Sanders, LLP, as legal counsel and Huron Consulting Group Inc. as financial advisor. LUMEN TECHNOLOGIES: $333MM Bank Debt Trades at 7% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Lumen Technologies Inc is a borrower were trading in the secondary market around 92.8 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $333 million facility is a Term loan that is scheduled to mature on January 31, 2025. About $266.8 million of the loan is withdrawn and outstanding. Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an integrated communications company that provides an array of communications services to large enterprise, mid-market enterprise, government and wholesale customers in its larger Business segment. The company's smaller Mass Markets segment primarily provides broadband services to its residential and small business customer base. LUMEN TECHNOLOGIES: S&P Lowers Issuer Credit Rating to 'SD' ----------------------------------------------------------- S&P Global ratings lowered its issuer credit rating (ICR) on U.S.-based telecommunications service provider Lumen Technologies Inc. to 'SD' from 'CC'. S&P also lowered the issue-level ratings on the affected issues to 'D'. The 'B' issue-level rating on operating subsidiary Qwest Corp.'s senior unsecured debt and the 'B-' issue-level rating on Qwest Capital Funding Inc.'s senior unsecured debt remain on CreditWatch, where S&P placed them with negative implications on Jan. 30, 2024. S&P said, "The downgrade follows the completion of the debt restructuring, which we view as tantamount to default. The company exchanged a portion of the outstanding senior secured and unsecured debt at Lumen and wholly owned subsidiary Level 3 Financing Inc. for new debt with a senior ranking, higher coupons, fees, and tighter covenants. In addition, the company paid down a portion of this debt at par from the issuance of $1.325 billion of new secured debt at Level 3 and around $1.8 billion of gross proceeds from the sale of its Europe, Middle East, and Africa (EMEA) operations. Even though this debt was exchanged at par, we do not view the difference in terms as sufficient to offset the extension of maturities to 2029 and 2030." S&P views the following exchanges as distressed and therefore, lowered the ratings to 'D', given its view that investors are not receiving adequate offsetting compensation and that the company would ultimately default absent the transaction: The Lumen $3.9 billion senior secured term loan B due 2027. Holders received a 15% par paydown. Half of the remaining amount was extended to 2029 and the other half to 2030. In addition, operating subsidiary Qwest Corp., which we estimate generates about 35%-40% of Lumen's consolidated EBITDA, will provide an unsecured guarantee and will use reasonable best efforts to move 49% of its assets to new guarantor subsidiaries, but the time frame to do so is by June 2025. However, pricing on the new term loan only increased by 10 basis points (bps), which S&P did not view as adequate offsetting compensation. The Lumen $1.25 billion 4% senior secured notes due 2027. Participants received a 15% par paydown with the remainder exchanged into new super-priority notes due 2029 and 2030. However, the coupon step-up is only 12.5 bps, which S&P did not view as adequate offsetting compensation. In addition, about $200 million of these notes were exchanged into new Level 3 senior secured first-lien notes. The Lumen $412 million of 5.125% senior unsecured notes due 2026. About $263 million of this debt received a par paydown totaling $90 million with 85% of the remaining $173 million exchanged into new 4.125% super-priority notes due 2030 (same as the secured notes above) and the remaining 15% in cash. Despite the benefit of being granted the same guarantee and collateral as the credit facilities and secured notes, the coupon of the exchanged notes is lower than current market yields for Lumen's existing secured notes. The $3.9 billion of senior unsecured notes at Level 3 with varying maturities. About $2.25 billion of this debt was exchanged for new senior secured second-lien debt notes that extend maturities on each tranche by 1.75 years. The coupon step-up on these notes is 25 bps relative to the existing notes, which S&P does not view as adequate offsetting compensation given current trading yields on these notes, despite being granted security from Level 3 on a second-lien basis. S&P said, "We plan to raise our issuer credit rating on Lumen, raise our issue-level ratings on the affected debt, and assign ratings to the new debt at Lumen and Level 3 in the near term. We will most likely raise our issuer credit rating on Lumen to 'CCC+', reflecting our view that the company's capital structure appears unsustainable longer term despite the extension of maturities and additional financial flexibility to execute on its turnaround strategy provided by this transaction. "The 'B' issue-level rating on Qwest Corp.'s senior unsecured debt and 'B-' issue-level rating on Qwest Capital Funding's senior unsecured debt remain on CreditWatch negative. We expect to resolve the CreditWatch listing on this debt when we raise the issuer credit rating on Lumen. We believe that recovery prospects for these lenders will be diluted as a result of the unsecured subsidiary guarantee from Qwest Corp. to Lumen secured lenders and the potential transfer of 49% of Qwest assets to guarantor subsidiaries." MAD ENGINE: $275MM Bank Debt Trades at 27% Discount --------------------------------------------------- Participations in a syndicated loan under which Mad Engine Global LLC is a borrower were trading in the secondary market around 73.0 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $275 million facility is a Term loan that is scheduled to mature on July 16, 2027. About $259.5 million of the loan is withdrawn and outstanding. Mad Engine is engaged in the design, manufacture and wholesale distribution of licensed and branded apparel to retailers throughout the United States. MAEMAX MARKET: Hires Dunham Hildebrand as Bankruptcy Counsel ------------------------------------------------------------ Maemax Market, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire Dunham Hildebrand, PLLC as its counsel. The firm's services include: a. rendering legal advice with respect to the rights, powers and duties of the Debtors in the management of their property; b. investigating and, if necessary, instituting legal action on behalf of the Debtors to collect and recover assets of the estates of the Debtors; c. preparing all necessary pleadings, orders and reports with respect to this proceeding and to render all other necessary or proper legal services; d. assisting and counseling the Debtors in the preparation, presentation and confirmation of its disclosure statements and plans of reorganization; e. representing the Debtors as may be necessary to protect their interests; and f. performing all other legal services that may be necessary and appropriate in the general administration of the Debtors' estate. The firm will be paid at these rates: Attorneys $500 per hour Paralegals $175 per hour The firm received a retainer in the amount of $7,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Henry Hildebrand, Esq., a partner at Dunham Hildebrand, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Henry E. (Ned) Hildebrand, IV, Esq. DUNHAM HILDEBRAND, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Phone: (615) 933-5851 Email: ned@dhnashville.com About Maemax Market, LLC Maemax Market, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-00741) on March 5, 2024, listing $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Judge Charles M Walker presides over the case. Thomas Ryan Rumfelt, Esq. at Thomas Ryan Rumfelt PLLC serves as the Debtor's counsel. MALCOLM EXPRESS: Hires Latham Luna Eden & Beaudine as Counsel ------------------------------------------------------------- Malcolm Express LLC seeks approval from the U.S. Bankruptcy for the Middle District of Florida to employ Latham, Luna, Eden & Beaudine, LLP as its bankruptcy counsel. The firm's services include: (a) advising as to the Debtor's rights and duties in this case; (b) preparing pleadings related to this case, including a disclosure statement and plan of reorganization; and (c) taking any and all other necessary action incident to the proper preservation and administration of this estate. The firm will be paid at these rates: Daniel Velasquez $425 per hour Attorneys $275 per hour Paralegals $105 per hour Latham Luna received a retainer in the amount of $21,738. Daniel Velasquez, Esq., an attorney at Latham, Luna, Eden & Beaudine, 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: Daniel A. Velasquez, Esq. LATHAM, LUNA, EDEN & BEAUDINE, LLP 201 S. Orange Ave., Suite 1400 Orlando, FL 32801 Telephone: (407) 481-5800 Facsimile: (407) 481-5801 Email: dvelasquez@lathamluna.com Bknotice1@lathamluna.com About Malcolm Express LLC Malcolm Express LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01107) on March 6, 2024, listing $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Lori V Vaughan presides over the case. Daniel A Velasquez, Esq. at Latham, Luna, Eden & Beaudine, LLP represents the Debtor as counsel. MARIA DB: Names Chris Creger of FTI Consulting as CRO ----------------------------------------------------- MariaDB plc disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 18, 2024, the Company appointed Chris Creger to serve as its Chief Restructuring Officer. The appointment was made further to an engagement letter effective March 18, 2024 between the Company and FTI Consulting, Inc.; Creger is a Senior Managing Director of FTI. Under the agreement, Creger will primarily assist with an evaluation of the Company's cash flows, advise on liquidity opportunities and assess operating business and profitability plans. The agreement between FTI and the Company may be terminated upon thirty (30) days' written notice by either party. Creger will continue to be employed by FTI and will not receive any compensation directly from the Company. The Company shall compensate FTI at a rate of $1,095 per hour for Creger's services. Creger joined FTI as a Senior Managing Director in September 2023. Before joining FTI, Creger was a principal in CohnReznick's Restructuring and Dispute Resolution Services Practice from June 2019. Creger was also previously associated with CR3 Partners, LLC and BDO USA, LLP. There are no arrangements or understandings between Creger and any other person pursuant to which he was selected as an executive officer of the Company, and there are no family relationships between Creger and any of the Company's directors or executive officers. Creger has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K. About MariaDB MariaDB plc (NYSE: MRDB) is a new generation database company whose products are used by companies big and small, reaching more than a billion users through Linux distributions and have been downloaded over one billion times. Deployed in minutes and maintained with ease, leveraging cloud automation, our database products are engineered to support any workload, any cloud and any scale -- all while saving up to 90% of proprietary database costs. Trusted by organizations such as Bandwidth, DigiCert, InfoArmor, Oppenheimer, Samsung and SelectQuote, MariaDB's software is the backbone of critical services that people rely on every day. MCMULLEN CONSTRUCTION: Wins Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Oregon authorized McMullen Construction, LLC to to use cash collateral in an amount that does not exceed $14,489. As previously reported by the Troubled Company Reporter, the Debtor executed trust deeds that generally granted many of the lenders a security interest in the rents generated by each of its properties. These lenders are Crisp Properties, LLC, Charlie Springer, Joven M Garcia and Glenn C Weber Living Trust et al., Pacific Yeti, LLC, AWHR, LLC, Fay Servicing, LLC, Blue Star Holdings, LLC, BTL Enterprises, LLC, and Santiam Escrow. The property securing the claim of the various lenders are the rents for the Debtor's property which constitute "cash collateral" within the meaning of 11 U.S.C. Section 363(a). The court said each creditor with a security interest in cash collateral will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. A copy of the order is available at https://urlcurt.com/u?l=wlxoG3 from PacerMonitor.com. About McMullen Construction, LLC McMullen Construction, LLC is part of the residential building construction industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 24-60523) on March 5, 2024. In the petition signed by Brendan McMullen, member, the Debtor disclosed $5,503,674 in assets and $5,273,957 in liabilities. Judge Teresa H. Pearson oversees the case. Keith D. Karnes, Esq., at RANK & KARNES LAW PC, represents the Debtor as legal counsel. MEGA BROADBAND: Moody's Affirms 'B2' CFR, Outlook Stable -------------------------------------------------------- Moody's Ratings affirmed Mega Broadband Investments Intermediate I B2 Corporate Family Rating and B2-PD Probability of Default. Concurrently, Moody's affirmed Eagle Broadband Investments, LLC's (a wholly owned subsidiary of Mega) B2 senior secured credit facility. The outlook is stable. The rating action reflects stable revenue and EBITDA and strong, steady EBITDA margins near 50%, while leverage which was 5.3x (Q3 LTM, Moody's gross adjusted) is expected to fall to the high 4x over the next 12-18 months with mandatory debt repayment. Cable One, Inc. (Ba3) is likely to acquire the remaining 55% interest in lower rated Mega Broadband from its private equity owner GTCR in 2025 which Moody's expects will exercise its put rights. The transaction is likely to be announced at the end of Q3 2025, with the closing expected at or near the end of 2025 following regulatory and shareholder approvals. Cable One will need to assume or refinance all of Mega's debt obligations totaling approximately $822 million, as reported and outstanding at the end of 2023, and closer to $775 million at the close of the transaction. RATINGS RATIONALE Mega's credit profile is constrained by governance risks associated with concentrated private equity ownership that tolerates leverage of at least 5x and periodically large debt-funded dividends. Its small scale, high capital intensity (over 30% of revenues), increasingly concentrated revenue mix (in residential broadband) and near break-even free cash flows are also negative credit factors. Moody's also views the Company's below peer-average broadband penetration rate (near 30%) as a weaknesses in the credit profile. Supporting factors include a predictable and profitable (e.g. low 50% EBITDA margins) business model, with largely recurring revenues supported by a diversified base of customers. Broadband demand and a robust high-speed network in less competitive tier II/III rural markets where other operators have mostly inferior networks is also credit positive. Geographic diversity is also good, across 16 states and Mega benefits from a strong and supportive strategic partner in Cable One which provides oversight and a clear exit / liquidity event. The company also has good liquidity, supported by positive operating cash flow, a $75 million revolving credit facility that will be only partially drawn, and covenant-lite loans with ample headroom under tests. Liquidity also benefits from a favorable maturity profile. Moody's rates Mega's senior secured credit facility B2, issued at Eagle Broadband Investments, LLC (the borrower), in line with the B2 CFR, reflecting the Company's B2-PD Probability of Default Rating and an average expected family recovery rate of 50% at default given a singular class of debt and covenant-lite loans. RATING OUTLOOK The stable outlook reflects stable revenue and EBITDA, and strong and steady EBITDA margins near 50%. Moody's expects leverage to fall below 5.0x over the next 12-18, to high 4x with mandatory debt repayment. Moody's expects capital intensity to fall, with CAPEX to revenue falling to low 20%, down from near 30%. Net of borrowing costs will be near 8%, and free cash flows will rise up to $25 million. Note: All figures are Moody's adjusted over the next 12-18 months unless otherwise noted. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider an upgrade if: -- Gross debt/EBITDA (Moody's adjusted) is sustained below 4.5x, and -- Retained cash flow to net debt (Moody's adjusted) is sustained above 17.5% -- Mega's debt is assumed in connection with an acquisition by Cable One with same collateral and guarantees as Cable One's existing secured debt A positive rating action could be considered if financial policy was more conservative, the scale of the Company was larger, there was more diversity in the business model without negative implications on profitability, and there was sustained growth in revenue and EBITDA. Moody's could consider a downgrade if: -- Gross debt/EBITDA (Moody's adjusted) is sustained above 5.5x, or -- Retained cash flow to net debt (Moody's adjusted) is sustained below 12.5% A negative rating action could also be considered if liquidity deteriorated, financial policy turned more aggressive, or there was a material, unfavorable, and sustained changes in the scale, diversity or operating performance. Mega, headquartered in Rye Brook New York, doing business as Vyve Broadband, provides video, high-speed internet and voice services to residential and commercial customers in three rural regions servicing sixteen markets located in the Northwest, Midsouth, and the Southeast. As of year-end 2023, the Company had a total of approximately 252 thousand subscribers including 31 thousand video, 206 thousand high speed data (HSD), and 15 thousand voice. Revenues in 2023 approximately $309 million. Mega is majority owned by GTCR LLC ("GTCR"). Cable One owns most of the remaining interest, or approximately 45%, and management owns the rest. The principal methodology used in these ratings was Telecommunications Service Providers published in November 2023. MERIDIAN RESTAURANTS: Two Unsecured Creditors Resign From Committee ------------------------------------------------------------------- The U.S. Trustee for Region 19 disclosed in a court filing the resignation of City National Bank and Bridge Funding Group Inc. from the official committee of unsecured creditors in the Chapter 11 cases of Meridian Restaurants Unlimited, LC and its affiliates. As of March 21, the remaining members of the committee are: 1. Vu Credit Shelter Trust Attn: Paul Vu 65 East Wadsworth Park Drive, Suite 110 Draper, UT 84020 Phone: (408) 893-5077 Email: docvu@yahoo.com Attorney for Vu Credit Shelter Trust: Andrew Welch 65 East Wadsworth Park Drive, Suite 110 Draper, UT 84020 Phone: (801) 683-2032 Email: andrew.welch@messner.com 2. Reinhart Foodservice, LLC Attn: David Easton Attn: Randy Klopp Lacrosse Corporate Office Attn: Credit Dept 100 Harborview Plaza, Suite 200 Lacrosse, WI 54601 Phone: (804) 380-4005 (David Easton) Phone: (608) 793-9438 (Randy Klopp) Email: david.easton@pfgc.com Email: randy.klopp@pfgc.com 3. Shamrock Foods Company Attn: Patricia King 3900 E Camelback Rd #300 Phoenix, AZ 85018 Phone: (602) 694-9013 Email: patricia_king@shamrockfoods.com About Meridian Restaurants Unlimited Meridian Restaurants Unlimited, LC, owner and operator of restaurants in Utah, and its affiliates filed Chapter 11 petitions (Bankr. D. Utah Lead Case No. 23-20731) on March 2, 2023. At the time of the filing, Meridian Restaurants Unlimited reported $10 million to $50 million in both assets and liabilities. Judge Kevin R. Anderson oversees the cases. The Debtors tapped Markus Williams Young & Hunsicker, LLC, as bankruptcy counsel; Ray Quinney & Nebeker P.C. as local and litigation counsel; Peak Franchise Capital, LLC as financial advisor; Hilco Corporate Finance, LLC as investment banker; and Keen-Summit Capital Partners, LLC as real estate advisor. BMC Group, Inc. is the noticing agent. The U.S. Trustee for Region 19 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Foley & Lardner, LLP. METAVINE INC: Court OKs Deal on Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Metavine, Inc. and Costella Kirsch VII, L.P. to use cash collateral, on an interim basis, in accordance with the budget. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to pay post-petition expenses. CK asserts an interest in the Debtor's cash collateral and a lien against the Debtor's assets securing CK's rights under certain Warrants to purchase shares of preferred stock of the Debtor. The parties agreed that the Debtor may use cash collateral for the period from the Petition Date through and including July 31, 2024. A copy of the order is available at https://urlcurt.com/u?l=hLRand from PacerMonitor.com. About Metavine, Inc. Metavine delivers a no-code digital agility platform and has successfully acquired enterprise customers in a range of industries, including Internet-of-Things (IoT), banking, healthcare, telematics, and sales and marketing. Metavine brings an innovative approach to the application lifecycle by enabling companies to achieve cloud-first digital agility, thereby reducing time to marketing, optimizing utilization of resources, and rapidly innovating and delivering disruptive business solutions. Metavine, Inc. in Covina, CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-10025) on January 3, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Angel Orrantia as chief executive Officer, signed the petition. Judge Vincent P. Zurzolo oversees the case. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. serve as the Debtor's legal counsel. DTO LAW as co-counsel. MINIM INC: Inks Merger Agreement With e2Companies ------------------------------------------------- Minim, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 12, 2024, the Company and its wholly owned subsidiary, MME Sub 1 LLC, a Florida limited liability company, entered into an Agreement and Plan of Merger with e2Companies LLC, a Florida limited liability company. Pursuant to the Merger Agreement, Merger Sub will merge with and into e2Companies, with e2Companies remaining as the surviving entity. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, holders of the outstanding common units of e2Companies will receive such number of shares of common stock, par value $0.01 per share, of the Company representing 97% of the issued and outstanding Company Shares (on a fully-diluted basis). Pursuant to the terms of the Merger Agreement, the Company has agreed to appoint upon the Effective Time, two individuals selected by the Company to the Company's board of directors. The Merger Agreement contains representations and warranties, closing deliveries and indemnification provisions customary for a transaction of this nature. The closing of the Merger is conditioned upon, among other things, (i) the Company Shares to be issued in the Merger ("Merger Consideration") being approved for listing on the Nasdaq Capital Market, (ii) the effectiveness of a registration statement on Form S-4 registering the Merger Consideration; (iii) any waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, will have expired or been terminated; and (iv) the consent or approval of the Company's stockholders, as applicable, of (a) the Merger, (b) the issuance of the Merger Consideration, and (c) an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to among other things, change the Company's name to e2Companies, Inc. following the Merger (the "Stockholder Approvals"). The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing including by the mutual consent of the Company and e2Companies if the closing has not occurred by June 15, 2024, subject to the right of either party to gain a 30-day extension, and including, but not limited to, if the Stockholder Approvals have not been obtained, if the Company Shares are delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended, upon uncured breaches of representations, warranties and covenants or if a court of competent jurisdiction permanently restrains the Merger from occurring. Concurrently with the execution and delivery of the Merger Agreement, e2Companies and the Class A Unitholders of e2Companies entered into lock-up agreements, pursuant to which each Unitholder and e2Companies agreed to a 180-day lockup on the sale or transfer of Company Shares, Series A Preferred Stock of the Company or any securities convertible into or exercisable or exchangeable for Company Shares received by each such holder in the Merger. Concurrently with the execution and delivery of the Merger Agreement, the Company and e2Companies entered into support agreements with certain stockholders of the Company that beneficially own a majority of the outstanding Company Shares. Pursuant to the Support Agreements, among other things, such stockholders have agreed to vote or deliver (or cause to be delivered) a written consent, as applicable, with respect to all of their shares of capital stock of the Company owned by such holders in favor of the Stockholder Approvals. About Minim Inc. Minim was founded in 1977 as a networking company and now delivers intelligent software to protect and improve the WiFi connections. Headquartered in Manchester, New Hampshire, Minim holds the exclusive global license to design, manufacture, and sell consumer networking products under the Motorola brand. The Company designs and manufactures products including cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over Coax adapters and mesh home networking devices. Minim reported a net loss of $15.55 million in 2022 compared to a net loss of $2.20 million in 2021. As of Sept. 30, 2023, the Company had $15.28 million in total assets, $15.14 million in total liabilities, and $135,637 in total stockholders' equity. Boston, Massachusetts-based RSM US LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations and will need additional funding within the next 12 months. This raises substantial doubt about the Company's ability to continue as a going concern. The Company's operations have historically been financed through the issuance of common stock and borrowings. Since inception, the Company has incurred significant losses and negative cash flows from operations. During the nine months ended September 30, 2023, the Company incurred a net loss of $16.5 million and had positive cash flows from operating activities of $3.7 million. As of September 30, 2023, the Company had an accumulated deficit of $91.3 million and cash and cash equivalents of $0.5 million. The Company implemented cost reduction plans to align its cost structure to its sales and increase its liquidity. The Company will continue to monitor its cost in relation to its sales and adjust its cost structure accordingly. The Company's financial position and operating results raise substantial doubt about the Company's ability to continue as a going concern. The Company believes it does not have sufficient resources through its cash and cash equivalents, other working capital and borrowings under its SVB line-of-credit to continue as a going concern through at least one year from the issuance of these financial statements, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. MLN US HOLDCO: $576MM Bank Debt Trades at 76% Discount ------------------------------------------------------ Participations in a syndicated loan under which MLN US Holdco LLC is a borrower were trading in the secondary market around 23.7 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $576 million facility is a Term loan that is scheduled to mature on October 18, 2027. The amount is fully drawn and outstanding. MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada, provides phone systems, collaboration applications (voice, video calling, audio and web conferencing, instant messaging etc.) and contact center solutions through on-site and cloud offerings. The Company's customer focus is on small and medium sized businesses. Mitel is majority-owned by private equity firm Searchlight Capital Partners. NANOSTRING TECHNOLOGIES: $142.5MM Loan from Wilmington Trust OK'd ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized NanoString Technologies, Inc. and affiliates to use cash collateral and obtain postpetition financing, on a final basis. The DIP Facility consists of a term loan credit facility in the aggregate maximum principal amount of $142.5 million, consisting of approximately $47.5 million in new money commitments to the Debtors and a conversion of approximately $95 million of obligations under the Prepetition Notes Documents into postpetition DIP Facility obligations. Wilmington Trust, National Association, is the administrative agent under the DIP facility. As approved upon entry of the Interim DIP Order, the funding of Tranche 1 new money loans was in an aggregate principal amount of $12.5 million as of the Closing Date. Upon entry of the Final DIP Order and subject to the satisfaction of other conditions set forth in the DIP Credit Agreement, the Debtors are permitted to receive an aggregate principal amount not exceeding $35 million. The Debtors are required to comply with these milestones: (a) By the date that is no later than three days after the Petition Date, the Bankruptcy Court must have entered the Interim DIP Order, in form and substance reasonably satisfactory to the Debtors and the Required Lenders; (b) By the date that is no later than 30 days after the Petition Date, the Bankruptcy Court must have entered the Final DIP Order, is in form and substance reasonably satisfactory to the Debtors and the Required Lenders; (c) By the date that is no later than 35 days after the Petition Date, the Borrower must have filed a motion, in form and substance reasonably satisfactory to the Required Lenders, requesting entry of the Bidding Procedures Order; (d) By the date that is no later than 60 days after the Petition Date, the Bankruptcy Court must have entered the Bidding Procedures Order, in form and substance reasonably satisfactory to the Debtors and the Required Lenders; (e) By the date that is 90 days after the Petition Date, the Borrower must have conducted an auction for the sale of substantially all of its assets (if necessary) and must have selected one or more successful bidder(s); (f) By the date that is no later than 100 days after the Petition Date, the Bankruptcy Court must have entered a Sale Order either (i) with respect to all of the equity interests in the Borrower, (ii) with respect to substantially all of the Borrower's assets, or (iii) with respect to the sale or the nCounter business, in each case, with the Prepetition Lenders, that is in form and substance satisfactory to the Required Lenders; (g) By the date that is no later than 130 days after the Petition Date, the Borrower must have consummated the transaction approved by the Sale Order; (h) By the date that is no later than 125 days after the Petition Date, the Bankruptcy Court must have entered a Disclosure Statement Order that is in form and substance reasonably satisfactory to the Debtors and the Required Lenders; (i) By the date that is no later than 160 days after the Petition Date, the Borrower must have obtained an entry of an order confirming an Acceptable Plan, and such order to be in form and substance reasonably satisfactory to the Debtors and the Required Lenders; and (j) By the date that is no later than 170 days after the Petition Date, the effective date of the Acceptable Plan must have occurred. The Debtors have $281 million in prepetition debt as of the Petition Date, consisting of outstanding principal obligations arising under (i) the Prepetition 2026 Secured Notes, (ii) the Prepetition 2025 Notes, and (iii) other unsecured obligations. Debtor NanoString Technologies, Inc., its affiliate guarantors, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, are parties to the 2026 Indenture, dated November 7, 2023. Under the 2026 Indenture, the Debtors authorized the issuance of 6.95% Notes in an initial aggregate principal amount of $215.724 million and Warrants to purchase 16 million shares of the Debtors' common stock, $0.0001 par value per share. NanoString Technologies is also party to the Indenture, dated as of March 9, 2020 with U.S. Bank Trust, as successor in interest to U.S. Bank National Association as trustee, pursuant to which the Debtors authorized the issuance of 2.625% Convertible Senior Notes in an initial aggregate principal amount of $230 million. The maturity date of the Prepetition 2025 Notes is March 1, 2025. Under the Exchange Agreement, in November 2023, holders of the majority of Prepetition 2025 Notes exchanged their Prepetition 2025 Notes and received Prepetition 2026 Secured Notes and Warrants. As a result, as of the Petition Date, only approximately $14 million of principal remains outstanding under the Prepetition 2025 Notes, plus accrued and unpaid interest. As security for any First Lien Diminution in Value of the Prepetition First Lien Collateral, subject and subordinate only to the Carve Out and the DIP Liens, 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 Final DIP Order. As further adequate protection, 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, 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=4DnCxp from PacerMonitor.com. About NanoString NanoString Technologies, Inc. offers an ecosystem of innovative discovery and translational research solutions and empowers its customers to map the universe of biology. The Debtor and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10160) on February 4, 2024. In the petition signed by R. Bradley Gray, president and chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the case. Willkie Farr & Gallagher LLP, led by Rachel C. Strickland, Esq., Debra M. Sinclair, Esq., Betsy L. Feldman, Esq. and Jessica D. Graber, Esq.; and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP, represent the Debtors as legal counsel. The Debtors hired AlixPartners, LLP as their financial advisor. Gibson Dunn & Crutcher LLP serves as counsel to certain DIP Lenders. Sullivan & Cromwell LLP also serves as counsel to certain DIP Lenders. Richards, Layton & Finger acts as Delaware bankruptcy counsel to the DIP Lenders. Houlihan Lokey Capital, Inc. serves as financial advisors to the DIP Lenders. Alston & Bird and Potter Anderson act as counsel and Delaware counsel, respectively, to the DIP Agent. NATIONAL TECHMARK: Seeks to Hire The Salkin Law Firm as Counsel --------------------------------------------------------------- National Techmark, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ The Salkin Law Firm, PA as counsel. The firm will render these services: (a) advise the Debtor of its powers and duties in the continued operation of its business and the management of its property; (b) prepare legal papers; (c) appear before this court and the United States Trustee to represent and protect the interest of the Debtor; (d) assist with and participate in negotiations with creditors and other parties in interest in formulating a plan of reorganizations, drafting such a plan, and taking necessary legal steps to confirm such a plan; (e) represent the Debtor in all adversary proceedings, contested matters, and matters involving administrations of this case; (f) represent of Debtor in negotiations with potential financing sources, and prepare contracts, security instruments, and other documents necessary to obtain financing; and (g) perform all other legal services that may be for the proper preservation and administration of this Chapter 11 case. The firm received a payment in the amount of $20,000 on account of pre-petition services. Prior to the petition date, the firm credited $2,458 in fees and $1,738 in costs for pre-petition services. It retains the balance of $15,804 in trust. Zachary Malnik, Esq., an attorney at The Salkin Law Firm, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Zachary Malnik, Esq. The Salkin Law Firm, PA 4735 Northwest 53rd Avenue Gainesville FL 32653 Telephone: (352) 225-3920 Email: zachary@msbankrupt.com About National Techmark National Techmark, Inc., a company in Gainesville, Fla., filed Chapter 11 petition (Bankr. N.D. Fla. Case No. 24-10031) on February 15, 2024, with $3,059,101 in assets and $1,715,610 in liabilities. Oscar Rodriguez, president, signed the petition. Judge Karen K. Specie oversees the case. Zachary Malnik, Esq., at The Salkin Law Firm, PA represents the Debtor as bankruptcy counsel. NERDWALLET INC: Fake Chapter 11 Papers Tossed --------------------------------------------- Randi Love of Bloomberg Law reports that a bankruptcy judge dismissed what appeared to be a purported involuntary Chapter 11 filing against NerdWallet Inc. after the company said the filing was fraudulent. Judge Laurie Selber Silverstein of the US Bankruptcy Court for the District of Delaware dismissed the filing Monday, March 4, 2024, saying the court documents weren't "bankruptcy petitions that can properly commence a bankruptcy case." The March 2, 2024 filing appeared to be submitted by the same person who filed at least five sham petitions in mid-February allegedly on behalf of Carrols Corp., the largest Burger King franchisee in the US. About Nerdwallet Inc. Nerdwallet Inc. provides financial services. The Company offers loans, banking, mortgage, insurance, education, mutual fund, and credit card related products. NIC ACQUISITION: $1.03BB Bank Debt Trades at 15% Discount --------------------------------------------------------- Participations in a syndicated loan under which NIC Acquisition Corp is a borrower were trading in the secondary market around 84.9 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.03 billion facility is a Term loan that is scheduled to mature on December 29, 2027. The amount is fully drawn and outstanding. NIC Acquisition Corp., d/b/a Innovative Chemical Products Group, based in Andover, Mass., is a formulator of specialty coatings, adhesives, sealants, and elastomers serving the industrial and construction markets. ICP operates in two business segments -- ICP Building Solutions Group and ICP Industrial Solutions Group. OAK-BARK CORP: Seeks to Hire DMJPS PLLC as Accountant ----------------------------------------------------- Oak-Bark Corporation seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ DMJPS PLLC as accountant. The firm's services include: a. preparation of Form 1120S U.S. Income Tax Return for an S Corporation; b. preparation of Income Tax Returns for North Carolina; and c. preparation of Year-End informational reporting for 1098 and 1099. The firm's standard hourly rates range from $125 to $450 depending on level of service. DMJPS PLLC does not hold or represent any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Gregory D. Miller, CPA DMJPS PLLC 265 Racine Dr., Suite 203 Wilmington, NC 28403 Telephone: (910) 452-5260 Email: gregory.miller@dmjps.com About Oak-Bark Corporation Oak-Bark Corporation owns five properties in Riegelwood, N.C., having a total current value of $1.66 million. Oak-Bark filed its voluntary Chapter 11 petition (Bankr. E.D.N.C. Case No. 23-03351) on Nov. 17, 2023, with $3,424,421 in assets and $190,422 in liabilities. William E. Oakley, chairman, signed the petition. Judge Joseph N. Callaway presides over the case. George M. Oliver, Esq., at The Law Offices of Oliver & Cheek, PLLC represents the Debtor as bankruptcy counsel. ODYSSEY HEALTH: Recurring Losses Raise Going Concern Doubt ---------------------------------------------------------- Odyssey Health, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended January 31, 2024, that substantial doubt exists about its ability to continue as a going concern. The Company said, "We did not recognize any revenues for the year ended July 31, 2023, or the six months ended January 31, 2024, and we had an accumulated deficit of $47,421,299 as of January 31, 2024. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations. Cash available at January 31, 2024, of $166,140 may not provide enough working capital to meet our current operating expenses through March 22, 2025." For the three months ended January 31, 2024, the Company recorded a net income of $13,277,566, compared to a net loss of $1,671,728 for the same period in 2023. For the six months ended January 31, 2024, the Company incurred a net income of $12,739,531, compared to a net loss of $3,821,308 for the six months ended January 31, 2023. As of January 31, 2024, the Company had $14,049,883 in total assets, $5,379,471 in total current liabilities, and $8,670,412 in total stockholders' equity. The operating deficit indicates substantial doubt about the Company's ability to continue as a going concern. The Company's continued existence depends on the success of its efforts to raise additional capital necessary to meet its obligations as they come due and to obtain sufficient capital to execute its business plan. The Company may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that the Company will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If it is not able to obtain the additional financing on a timely basis, the Company may be required to further scale down or perhaps even cease operations. "The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty," the Company said. "If we are unable to raise additional capital by March 22, 2025, we will adjust our business plan. Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about our ability to continue as a going concern," the Company said. A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/2x9t6epn About Odyssey Health Las Vegas, NV-based Odyssey Health Inc., formerly Odyssey Group International, Inc., is a medical company with a focus on life-enhancing medical solutions. Odyssey's corporate mission is to create, acquire and develop distinct assets, intellectual property and exceptional technologies that provide meaningful medical solutions. The Company is focused on areas that have an identified technological advantage, provide superior clinical utility and have a substantial market opportunity. ONE MORE RECOVERY: Case Summary & Five Unsecured Creditors ---------------------------------------------------------- Debtor: One More Recovery LLC 6842 Michael Talty Ave. Terrell, TX 75160 Business Description: The Debtor is a towing service provider in Texas. Chapter 11 Petition Date: March 22, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-30808 Judge: Hon. Stacey G Jernigan Debtor's Counsel: Robert T DeMarc, Esq. DEMARCO MITCHELL, PLLC 500 N. Central Expressway Suite 500 Plano TX 75074 Tel: (972) 991-5591 E-mail: robert@demarcomitchell.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tana Patterson as owner. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IHVU6SY/One_More_Recovery_LLC__txnbke-24-30808__0001.0.pdf?mcid=tGE4TAMA PACT CHARTER SCHOOL: S&P Lowers 2022A/B Bond LT Rating to 'BB' -------------------------------------------------------------- S&P Global Ratings lowered its long-term rating on Ramsey, Minn.'s series 2022A and 2022B (taxable) charter school lease revenue bonds, issued for PACT Charter School (PACT) to 'BB' from 'BB+'. The outlook is negative. "The downgrade reflects our view of PACT's declining liquidity position which could pressure financial metrics in the wake of an increased debt burden from the school's recent expansion and growing expense base." said S&P Global Ratings credit analyst Danielle Leonardis. The negative outlook reflects S&P's view of PACT's weakened financial position, including lease adjusted MADS coverage of less than 1x in fiscal 2023, despite the school's ability to meet enrollment growth projections, which could further pressure near-term operations if continued expansion targets are not met. PAGANUS LLC: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, authorized Paganus, LLC to use cash collateral on a final basis. The Debtor requires funds to pay expenses in connection with maintaining operations, including satisfying taxes, payroll, and paying utilities. The U.S. Small Business Administration holds a first lien on the cash collateral assets to secure its debt of $487,200. The value of the assets to secure the loan have a value of $87,500. Because the debt of the SBA exceeds the amount of debt owed to the SBA the SBA is only partially secured. OnDeck holds a second lien on the cash collateral assets of the Debtor pursuant to its contract with the Debtor. OnDeck is owed $48,000. This loan is secured by all assets of the debtor with a value of $87,500. This loan is unsecured because of the senior lien of the SBA. Byzfunder holds a third lien on the cash collateral assets of the Debtor pursuant to its contract with the Debtor. It's debt totals $77,500. The assets subject to the lien of Byzfunder have a value of $87,500. Because of the senior lien of the SBA and OnDeck this claim is unsecured. As adequate protection, the SBA, OnDeck and Byzfunder are granted replacement liens in the Debtor's postpetition assets to the same extent and with the same priority they had by virtue of the pre-petition perfected security interests as of the petition date but only as to the amount of diminution in value of their interests. The Debtor's permission to use cash collateral will terminate upon the occurrence of any of the following: (a) Debtor's failure to abide by any of the terms and conditions contained in the Order, any Debtor-in Possession order, or any other order of the Court; (b) an order being entered dismissing this case or converting the case to a case under Chapter 7 of the Bankruptcy Code, appointing Trustee to perform any duties of the Debtor, or terminating the authority of the Debtor to conduct business; or (c) the Debtor's cessation of operations for any reason. As adequate protection of the interests of the Secured Creditors under 11 U.S.C. Sections 361, 362, and 363(e), and to secure the payment of the indebtedness, the secured creditors are granted security interests and replacement liens to the extent of the Secured Creditors were secured as of the petition date. As additional adequate protection of the SBA's interests only, the Debtor will pay the SBA, the sum of $600 upon entry of the Order and then $600 per month thereafter on the 8th of each month until further Order of the Court. A copy of the order is available at https://urlcurt.com/u?l=9BvcU3 from PacerMonitor.com. About Paganus, LLC Paganus, LLC operates an electronic repair business with 5 locations across the state of Michigan. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-30169-jda) on February 2, 2024. In the petition signed by Jeffrey Payne, owner, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Judge Joel D. Applebaum oversees the case. George E. Jacobs, Esq., at Bankruptcy Law Offices, represents the Debtor as legal counsel. PATERSON CHARTER SCHOOL: S&P Raises Bond Rating to 'BB+' -------------------------------------------------------- S&P Global Ratings' raised its long term rating on the New Jersey Economic Development Authority's revenue bonds, issued for Paterson Charter School for Science and Technology (PCSST) to 'BB+' from 'BB'. The outlook is stable. "The upgrade reflects PCSST's consistent trend of enrollment growth and successful expansion into four school sites over the past several years," said S&P Global Ratings credit analyst Mel Brown. "This is coupled with our view of its generally improved financial operations and liquidity position, which we believe is sustainable given additional room for growth within its existing facilities, and favorable per-pupil funding expectations in fiscal years 2024 and 2025." S&P said, "The stable outlook reflects our expectation that PCSST will continue growing its enrollment to facility capacity, preserve its academic performance, and maintain maximum annual debt service coverage and sufficient days' cash on hand for the current rating. Additionally, we anticipate general preservation of the credit profile as plans progress for its debt refinancing and pre-k program expansion. We believe the school has some capacity for additional debt given the moderation of its debt burden over time and anticipate commensurate growth in its enrollment base to support total revenues over the outlook. However, we will continue to assess the impact of these plans as they materialize." PATERSON, NJ: Moody's Ups Issuer & Underlying Debt Rating From Ba1 ------------------------------------------------------------------ Moody's Ratings has upgraded the City of Paterson, NJ's Issuer Rating and underlying general obligation debt rating to Baa3 from Ba1. This action concludes a review with direction uncertain initiated on Feb. 1 due to a lack of sufficient information as of that time. Moody's maintains an A2 enhanced rating on the city's General Improvement Bonds, 2013, which is unaffected by this action. The city had approximately $93 million of debt outstanding as of 2021. The upgrade to Baa3 recognizes the city's progress toward maintaining an adequate financial position while gradually weaning itself off transitional aid from the state. Paterson is on a trend of requesting less aid from the state while increasing its reserves, which despite coming amid a significant influx of money from federal stimulus funds and aid from the state demonstrates a better financial footing than was historically the case. Note that with this action Moody's continue to rate Paterson in spite of a history of significantly delayed audited financial statements. Paterson has an audited statement for 2021 and an unaudited statement for 2022. If the city does not release an audited statement for 2022 in June, Moody's will again consider placing the ratings under review for potential withdrawal. RATINGS RATIONALE The Baa3 rating reflects the city's ongoing progress in achieving a firmer financial footing. Following a long history of poor budgetary governance, the city's Moody's-adjusted available fund balance has climbed to an estimated 12.6% of revenue as of 2022 (based on an unaudited financial statement), and is likely to continue making small improvements going forward. The city's ability to continue making progress on this front without increasing its reliance on state transitional aid will be key to its rating going forward. Meanwhile, the city's economy and tax base are weak but comparable to peers at the Baa rating category. Similarly, the city's long-term liabilities are high (estimated at 292% of revenue as of 2021), which is standard for NJ cities. The Baa3 underlying general obligation debt rating is at the level of the city's issuer rating because of the full faith and credit pledge supporting the bonds. RATING OUTLOOK Moody's typically does not assign outlooks to local governments with this amount of debt outstanding. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Maintenance of available fund balance at current level without support from the state -- Increase of available fund balance above 25% -- Further development of the tax base leading to stronger resident income levels FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Reversion of available fund balance below 10% -- Significant increases in debt driving long-term liabilities back above 500% of revenue -- Decision of state to cut or discontinue transitional aid LEGAL SECURITY The city's general obligation bonds are supported by its full faith and credit pledge. PROFILE Paterson is the county seat of Passaic County (Aa1 stable) and the third-most-populous municipality in New Jersey. With a population of about 158,000, Paterson provides standard municipal services such as public safety and sewer collection. METHODOLOGY The principal methodology used in these ratings was US Cities and Counties Methodology published in November 2022. PENNSYLVANIA REAL ESTATE: Extends 'Outside Date' Under RSA ---------------------------------------------------------- Pennsylvania Real Estate Investment Trust disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 13, 2024, the Company and certain of its direct and indirect subsidiaries (collectively, the "Debtors") entered into the Second Amendment to Restructuring Support Agreement (the "Second Amendment"), with creditors holding over 50.1% of the loans outstanding under the Debtors' first lien credit agreement and over 50.1% of the loans outstanding under the Debtors' second lien credit agreement (collectively, the "Amendment Consenting Lenders"). The Second Amendment amends that certain Restructuring Support Agreement, dated as of December 7, 2023, among the Debtors, the Amendment Consenting Lenders and the other creditors party thereto (the "RSA"), as amended by that certain First Amendment to Restructuring Support Agreement, dated February 15, 2024, among the Debtors and the Amendment Consenting Lenders, to replace the existing March 13, 2024 outside date and milestone for the effectiveness of the Debtors' plan of reorganization with an outside date and milestone of April 15, 2024. The extension was provided to allow the Debtors to complete memorialization of certain property level debt modifications prior to emerging from their chapter 11 cases. In connection with the entry into the Second Amendment, the original scheduled maturity date of the Senior Secured Super-Priority Debtor-In-Possession Credit Agreement was similarly extended to April 15, 2024, by consent of the Amendment Consenting Lenders pursuant to the definition of the "Scheduled Maturity Date" in Article 1 of the DIP Facility, which allows for an extension of the original scheduled maturity date by up to 90 days by a simple majority consent. A full-text copy of the Second Amendment is available at https://tinyurl.com/24c7pjpc About PREIT PREIT (OTCQB:PRET) -- http://www.preit.com/-- is a real estate investment trust that owns and manages innovative properties developed to be thoughtful, community-centric hubs. PREIT's robust portfolio of carefully curated, ever-evolving properties generates success for its tenants and meaningful impact for the communities it serves by keenly focusing on five core areas of established and emerging opportunity: multifamily & hotel, health & tech, retail, essentials & grocery and experiential. Located primarily in densely populated regions, PREIT is a top operator of high quality, purposeful places that serve as one-stop destinations for customers to shop, dine, play and stay. PREIT and its debtor-affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11974) on December 10, 2023. As of Sept. 30, 2023, PREIT has $1.72 billion in total assets and $1.99 billion in total debts. The Hon. Karen B. Owens oversees the cases. The Debtors tapped DLA Piper LLP (US) as general bankruptcy counsel; Wachtell, Lipton, Rosen & Katz and Dilworth Paxson, LLP as special counsels; and PJT Partners, LP as financial advisor. Kroll Restructuring Administration, LLC is the notice, claims, balloting and subscription agent. Paul Hastings, LLP and Young Conaway Stargatt & Taylor, LLP serve as legal counsels while Houlihan Lokey serve as financial advisor to the ad hoc group of PREIT's first lien and second lien secured lenders. Paul Hastings also advises the debtor-in-possession (DIP) lenders. PREMIER GLASS: Seeks to Hire Clark Hill PLC as Bankruptcy Counsel ----------------------------------------------------------------- Premier Glass Services, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Clark Hill PLC as its bankruptcy counsel. The firm's services include: (a) preparing the bankruptcy schedules, statement of financial affairs, and other ordinary and customary documents relating to a chapter 11 case; (b) preparing, on behalf of the Debtor, all necessary applications, motions, answers, orders, reports and other legal papers as required by applicable bankruptcy or non-bankruptcy law, as dictated by the demands of the case, or as required by the Court, and representing the Debtor in any hearings or proceedings related thereto; (c) pursuing confirmation of a plan; (d) appearing in Court and protecting the interests of the Debtor before the Court; and (e) performing all other necessary or desirable legal services in connection with this chapter 11 case. Clark Hill's discounted hourly rates are: Kevin H. Morse $675 per hour Karen Grivner $660 per hour Travis Eliason $600 per hour Joseph Archambeau $475 per hour Kelly Webster (Paralegal) $340 per hour Attorneys $235 - $995 per hour Paralegals $140 - $350 per hour The firm received an advanced retainer in the amount of $100,000 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin H. Morse, Esq., a partner at Clark Hill 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: Kevin H. Morse, Esq. CLARK HILL PLC 130 E. Randolph Street, Suite 3900, Chicago, IL 60601 Fax: (312) 517-7593 Tel: (312) 985-5556 Email: kmorse@clarkhill.com About Premier Glass Services Premier Glass Services, LLC is a glass repair service in Bensenville, Ill. The Debtor filed Chapter 11 petition (Bankr. D. Del. Case No. 24-10264) on February 16, 2024, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Romeo De La Cruz, manager, signed the petition. Judge J. Kate Stickles oversees the case. Karen M. Grivner, Esq., at Clark Hill, PLC represents the Debtor as legal counsel. PRESTO AUTOMATION: Completes $1.2M Stock Offering ------------------------------------------------- Presto Automation Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into a securities purchase agreement with several investors relating to the issuance and sale of an aggregate of 4,800,000 shares of the Company's common stock, par value $0.0001 per share. Pursuant to the Purchase Agreement, the Company issued 4,800,000 shares of common stock at an offering price of $0.25. The aggregate gross proceeds to the Company from the Offering were approximately $1,200,000, before deducting placement agent fees and other estimated Offering expenses payable by the Company. The Offering closed on March 18, 2024. The Offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-275112), which was previously filed with the Securities and Exchange Commission on October 20, 2023 and declared effective on October 30, 2023, and a prospectus supplement, dated March 14, 2024, and accompanying prospectus, dated October 30, 2023. On March 14, 2024, in furtherance of previously-announced plan to implement a strategic wind-down plan with respect to the Company's Touch business, the Company's board approved and the Company commenced a reduction in force affecting 24 corporate roles, or 18% of the Company's workforce. The Company estimates that this will result in approximately $3,100,000 in annualized cost savings. Affected employees were informed of the reduction in force on or about this date. The Company expects the reduction in force to be substantially complete by the end of the fiscal fourth quarter of 2024. Total costs and cash expenditures for the reduction in force are estimated at $0.4 million, substantially all of which are related to employee severance and benefits costs and will be recognized in the fiscal third and fourth quarter of 2024. The Company expects to pay the majority of these reduction in force amounts in the fiscal third quarter of 2024. Additionally, the Company projects that the net proceeds from the Offering, together with the Company's other cash resources and projected revenues, are sufficient for the Company to sustain its operations through April 1, 2024. The Company is currently exploring alternatives and in discussions with potential investors to raise capital. About Presto Automation Presto (Nasdaq: PRST) provides enterprise-grade AI and automation solutions to the restaurant industry. Presto's solutions are designed to decrease labor costs, improve staff productivity, increase revenue, and enhance the guest experience. Presto offers its AI solution, Presto Voice, to quick service restaurants (QSR) and its pay-at-table tablet solution, Presto Touch, to casual dining chains. Some of the most recognized restaurant names in the United States are among Presto's customers, including Carl's Jr., Hardee's, and Checkers for Presto Voice. "Substantial doubt exists about the Company's ability to continue as a going concern within one year after the date that the financial statements are available to be issued. The Company continues efforts to mitigate the conditions or events that raise this substantial doubt, however, as some components of these plans are outside of management's control, the Company cannot offer any assurances they will be effectively implemented. The Company cannot offer any assurance that any additional financing will be available on acceptable terms or at all. If the Company is unable to raise additional capital it would likely lead to an event of default under the Credit Agreement and the potential exercise of remedies by the Agent and Lender, which would materially and adversely impact its business, results of operations and financial condition," the Company said in its Quarterly Report for the period ended Sept. 30, 2023. PRIEST ENTERPRISES: Seeks Cash Collateral Access ------------------------------------------------ Priest Enterprises, LLC asks the U.S. Bankruptcy Court for the Western District of Michigan for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to meet payroll obligations, sustain its operations, and preserve its assets for the benefit of its creditors. As a result of financial complications that resulted from the COVID-19 pandemic, including increased inventory costs, labor costs, transportation costs, and the unusually mild winter of 2023-2024, the Debtor is unable to pay its obligations going forward. The value of Debtor's "Cash Collateral" is approximately $81,645, which includes the Debtor's Cash, Bank Accounts, Accounts Receivable, pre-paid taxes, and inventory. The Debtor believes the following lenders are likely to assert an interest in one or more of the aforementioned assets: a. Huntington National Bank i. First Priority UCC -- filed June 20, 2019 (continuation December 29, 2023) ii. Amount: $48,000 & $138,601 = $186,601 b. Small Business Administration i. Second Priority UCC -- filed June 18, 2020 ii. Amount: $477,600 iii. Lien on: All assets (excluding titled motor vehicles valued for $96,500) The Debtor has additional secured liabilities; however, none of those liabilities are secured against cash collateral. Each additional secured liability is secured to specific personal property, including vehicles and equipment. As adequate protection, the Debtor will pay Huntington Bank's monthly installments as they become due in the ordinary course of business. Huntington Bank holds the first priority secured position against the Debtor's cash collateral. The Debtor will pay the Small Business Administration the sum of $1,000 per month at current rate of interest, upon the amount of $96,253, its estimated value of security to which its lien attaches. Secured Creditors will be granted continuing and replacement security interests in liens on all of the Debtor's post-petition property. A copy of the motion is available at https://urlcurt.com/u?l=DovZRF from PacerMonitor.com. About Priest Enterprises, LLC Priest Enterprises, LLC offers property maintenance services, including lawn care, landscaping, and snow removal. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-00677) on March 15, 2024. In the petition signed by Peter R. Priest III, president and managing member, the Debtor disclosed $400,395 in total assets and $1,140,036 in total liabilities. Judge John T Gregg oversees the case. Martin L. Rogalski, Esq., at MARTIN L. ROGALSKI, P.C., represents the Debtor as legal counsel. RACKSPACE FINANCE: $275MM Bank Debt Trades at 66% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Rackspace Finance LLC is a borrower were trading in the secondary market around 34.3 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $275 million facility is a Term loan that is scheduled to mature on May 15, 2028. The amount is fully drawn and outstanding. The Company's country of domicile is the United States. RACKSPACE TECHNOLOGY: $2.30BB Bank Debt Trades at 66% Discount -------------------------------------------------------------- Participations in a syndicated loan under which Rackspace Technology Global Inc is a borrower were trading in the secondary market around 33.8 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $2.30 billion facility is a Term loan that is scheduled to mature on February 15, 2028. About $2.24 billion of the loan is withdrawn and outstanding. Rackspace Technology Global, Inc., supports and manages cloud platforms, as well as offers managed hosting, colocation, security, data processing, and enterprise application development. RITE AID: $425MM Bank Debt Trades at 33% Discount ------------------------------------------------- Participations in a syndicated loan under which Rite Aid Corp is a borrower were trading in the secondary market around 66.8 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $425 million facility is a Term loan that is scheduled to mature on August 20, 2026. About $398.1 million of the loan is withdrawn and outstanding. About Rite Aid Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy. Its wholly owned subsidiaries include Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid Corporation and various affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on October 15, 2023. In the petition signed by Jeffrey S. Stein, their chief executive officer and chief restructuring officer, Rite Aid Corp. disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the jointly consolidated cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C. as local bankruptcy counsel, Guggenheim Partners as investment banker, Alvarez & Marsal North America, LLC as financial, tax and restructuring advisor, and Kroll Restructing Administration as claims and noticing agent. Kramer Levin Naftalis & Frankel LLP, serves as counsel to the Official Committee of Unsecured Creditors. Kelley Drye & Warren LLP serves as co-counsel to the Committee. A Tort Claimants Committee is represented by Akin Gump Strauss Hauer & Feld LLP as lead counsel and Sherman, Silverstein, Kohl, Rose & Podolsky, P.A as local counsel. The Dann Law Firm, P.C.; Martzell, Bickford & Centola; Creadore Law Firm PC; and Thompson Barney advise an Ad Hoc Committee comprised of parents and guardians advocating on behalf of children born with Neonatal Abstinence Syndrome, and who assert general unsecured claims on account of the children's fetal opioid exposure. DLA Piper LLP (US) serves as counsel to Medimpact Healthcare Systems, Inc., the buyer of the Elixir pharmacy benefits management business. Greenberg Traurig, LLP, and Choate Hall & Stewart LLP serve as co-counsel to Bank of America, N.A., the administrative agent for the prepetition first lien lenders and the DIP lenders. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Fox Rothschild LLP represent the Ad Hoc Group of Secured Noteholders. FTI Consulting and Evercore is serving or served as financial advisors to the bondholders. RLB FOOD: Seeks to Hire Rabinowitz Lubetkin & Tully as Counsel -------------------------------------------------------------- RLB Food Distributors, LP, doing business as FreshPro Food Distributors, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Rabinowitz, Lubetkin & Tully LLC as bankruptcy counsel. The firm will render these services: (a) advise the Debtor of its rights and obligations in this Chapter 11 case; (b) appear at an initial Debtor interview and a 341 (a) meeting to be conducted by the United States Trustee's Office; (c) provide ordinary course services and matters outside the ordinary course of conduct; (d) assist the Debtor with operating guidelines issued by the United States Trustee's Office; (e) assist the Debtor concerning cash collateral and debtor-in-possession financing matters; (f) advise regarding reorganization and/or liquidation process; (g) advise regarding landlord/tenant relationships in bankruptcy; (h) provide advice on the status and alleged secured creditors; (i) perform avoidance actions; and (j) perform all other matters involved in a Chapter 11 bankruptcy proceeding. The hourly rates of the firm's counsel and staff are as follows: Partners $325 - $575 Paralegal $150 The firm received a retainer in the amount of $75,000 from the Debtor. Barry Roy, Esq., a member at Rabinowitz, Lubetkin & Tully, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Barry J. Roy, Esq. Rabinowitz, Lubetkin & Tully LLC 293 Eisenhower Parkway, Suite 100 Livingston, NJ 07039 Telephone: (973) 597-9100 Facsimile: (973) 597-9119 About RLB Food Distributors RLB Food Distributors, LP is a supplier of organic produce, fresh-cuts, deli items, cheese, chilled foods, and other products related to the perishable food arena. The Debtor filed Chapter 11 petition (Bankr. D.N.J. Case No. 24-12110) on February 28, 2024, with $4,738,212 in assets and $5,432,706 in liabilities. Pat Mele III, executive vice president and chief financial officer, signed the petition. Rabinowitz, Lubetkin & Tully LLC represents the Debtor as legal counsel. ROBERTSHAW US: Seeks to Hire KPMG LLP as Tax Service Provider ------------------------------------------------------------- Robertshaw US Holding Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire KPMG LLP to provide tax provision, tax compliance, and tax consulting services to the Debtors. The Debtors have selected KPMG to provide tax provision, tax compliance, and tax consulting services because of the firm's diverse experience and extensive knowledge in the fields of accounting, taxation, and operational controls for large, sophisticated companies both in Chapter 11 cases as well as outside of Chapter 11 cases. The firm will be paid at these rates: A. Tax Provision Services Partners $693 Managing Directors $680 Directors/Senior Managers $630 Managers $493 Senior Associates $355 Associates $265 B. Tax Compliance Services a. 2022 Tax Compliance and Tax Consulting Letter KPMG and the Debtors have agreed to a fixed fee of $185,000 for Tax Compliance Services under the 2022 Tax Compliance and Tax Consulting Letter in connection with the tax year ending March 31, 2024. b. GMS Tax Letter Pursuant to the GMS Tax Letter, KPMG is entitled to charge the Debtors "a global coordination fee equal to 5 percent of the global fees invoiced in completing this engagement" and a fee adjustment at a minimum of 5 percent annually for cost of living. C. Tax Consulting Services WNT Partners $1,475 Partner $900 - $1475 WNT Managing Director $1,369 Managing Director $952 - $1,284 Sr. Manager/Director $797 - $1,177 Manager $532 - $1,071 Senior Associate $317 - $816 Associate $210 - $493 KPMG received a retainer in the amount of $100,000. KPMG is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, according to court filings. The firm can be reached through: Christopher W. Woll, CPA KPMG LLP 200 E. Randolph Street, Suite 5500 Aon Center Chicago, IL 60601-6436 Phone: (312) 665-1372 About Robertshaw US Holding Robertshaw US Holding Corp., along with its affiliates, is a global leader in designing and manufacturing innovative control systems and components for the appliance and HVAC industries. Robertshaw US Holding and its affiliates filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90052) on February 15, 2024, with $500 million to $1 billion in assets and liabilities. John Hewitt, chief executive officer, signed the petitions. The Debtors tapped Hunton Andrews Kurth LLP & Latham & Watkins, LLP as bankruptcy counsel; Guggenheim Securities, LLC as investment banker and financial advisor; and KPMG, LLP as accountant, tax advisor and auditor. Kroll Restructuring Administration, LLC is the claims, noticing, solicitation and balloting agent. ROBERTSHAW US: Selendy, Proskauer & Gray Advise Excluded Lenders ---------------------------------------------------------------- The law firms Selendy Gay PLLC, Proskauer Rose LLP and Gray Reed & McGraw LLP (collectively, with Selendy and Proskauer, "Counsel") filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of Robertshaw US Holding Corp. and its affiliated debtors, the law firms represent the Ad Hoc Group of Excluded Lenders. The Ad Hoc Group of Excluded Lenders was formed by certain unaffiliated holders of the Debtors' loans under (i) that certain First Lien Credit Agreement, dated as of February 28, 2018, and (ii) that certain Second Lien Credit Agreement, dated as of February 28, 2018, each by and among Robertshaw US Holding Corp., as borrower, Range Parent, Inc., its subsidiaries as subsidiary guarantors, the lenders party thereto from time to time, and Delaware Trust Company, as administrative agent and collateral agent. In September 2023, the Excluded Lenders retained Selendy to represent them to commence a lawsuit challenging a transaction the Debtors entered into with a subset of its lenders, other than the Excluded Lenders. That representation has extended to the Chapter 11 Cases and all related matters. In January 2024, the Excluded Lenders retained Proskauer to represent them in connection with a potential restructuring of the Debtors. That representation has extended to the Chapter 11 Cases. Immediately following the chapter 11 filings by the Debtors, the Excluded Lenders retained Gray Reed to serve as their Texas counsel with respect to the Chapter 11 Cases and all related matters. Counsel represents only the Members of the Ad Hoc Group of Excluded Lenders. Counsel does not represent any other entities in connection with the Debtors' Chapter 11 Cases. Counsel does not represent the Excluded Lenders as a "committee" (as such term is used in the Bankruptcy Code and Bankruptcy Rules) and does not undertake to represent the interests of, and are not fiduciaries for, any creditor, party in interest, or other entity that has not signed a retention agreement with Counsel. The names, addresses, and disclosable economic interests of all the members of the Ad Hoc Group of Excluded Lenders are as follows: 1. The Guardian Life Insurance Company of America 10 Hudson Yards New York, NY 10001 * $12,320,000.00 * $4,880,000.00 2. Marathon Asset Management, LP One Bryant Park, 38th Fl. New York, NY 10036 * $9,918,017.00 3. Napier Park Global Capital 280 Park Avenue, 3rd Fl. New York, NY 10017 * $16,389,832.68 4. Z Capital Group 1330 Ave. of Americas New York, NY 10019 * $5,716,953.67 5. Portman Ridge Finance Corp. 650 Madison Avenue New York, NY 10022 * $3,000,000.00 Counsel to the Ad Hoc Group of Excluded Lenders: GRAY REED Jason S. Brookner, Esq. Aaron M. Kaufman, Esq. 1300 Post Oak Blvd., Suite 2000 Houston, Texas 77056 Telephone: (713) 986-7000 Facsimile: (713) 986-7100 Email: jbrookner@grayreed.com akaufman@grayreed.com - and – PROSKAUER ROSE LLP David M. Hillman, Esq. Dylan J. Marker, Esq. Eleven Times Square New York, NY 10036-8299 Telephone: (212) 969-3000 Facsimile: (212) 969-2900 Email: dhillman@proskauer.com dmarker@proskauer.com - and – PROSKAUER ROSE LLP Peter J. Young, Esq. 2029 Century Park East, Suite 2400 Los Angeles, California 90067-3010 Telephone: (310) 284-4542 Facsimile: (310) 557-2193 Email: pyoung@proskauer.com - and – SELENDY GAY PLLC Jennifer Selendy, Esq. Maria Ginzburg, Esq. Samuel Kwak, Esq. 1290 6th Avenue New York, NY 10104 Telephone: (212) 390-9000 Facsimile: (212) 390-9399 Email: jselendy@selendygay.com mginzburg@selendygay.com skwak@selendygay.com About Robertshaw US Holding Corp. Robertshaw US Holding Corp., along with its affiliates, is a global leader in designing and manufacturing innovative control systems and components for the appliance and HVAC industries. Robertshaw US Holding and its affiliates filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90052) on February 15, 2024, with $500 million to $1 billion in assets and liabilities. John Hewitt, chief executive officer, signed the petitions. The Debtors tapped Hunton Andrews Kurth LLP & Latham & Watkins, LLP as bankruptcy counsel; Guggenheim Securities, LLC as investment banker and financial advisor; and KPMG, LLP as accountant, tax advisor and auditor. Kroll Restructuring Administration, LLC is the claims, noticing, solicitation and balloting agent. ROCKSOLID GRANIT: Hires Santomassimo Davis as Special Counsel ------------------------------------------------------------- Rocksolid Granit USA, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Santomassimo Davis, LLP as its special counsel. The firm will represent the Debtor in the lawsuit against franchisees Kingdom Renovations, Inc., Jarren Nagy and David Hermann which is currently pending in the United States District Court for the Southern District of Florida, Case No. 1:23-cv-22883. The firm will be paid at these rates: Anthony J. Davis $495 per hour Marco A. Gonzalez, Jr. $495 per hour Davis represents no interest adverse to the Debtor or to the estate in the matter upon which it is to be engaged by the Debtor, according to court filings. The firm can be reached through: Anthony J. Davis, Esq. Santomassimo Davis, LLP 1 Gatehall Drive, Ste. 100 Parsippany, NJ 07054 Telephone: (201) 712-1616 About E-Stone USA Corporation E-Stone USA Corporation and affiliates specialize in the manufacture and distribution of marble aggregate construction products and related materials. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20805) on December 28, 2023. In the petition signed by Ilaria Di Landro, chief financial officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Peter D. Russin oversees the case. Edward J. Peterson, Esq, at Johnson, Pope, Bokor, Ruppel & Burns, LLP, represents the Debtor as legal counsel. RUNNER BUYER: $500MM Bank Debt Trades at 24% Discount ----------------------------------------------------- Participations in a syndicated loan under which Runner Buyer Inc is a borrower were trading in the secondary market around 75.7 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $500 million facility is a Term loan that is scheduled to mature on October 23, 2028. The amount is fully drawn and outstanding. Runner Buyer, Inc. is an e-commerce provider of rugs and home decor products through its website rugsausa.com and e-commerce marketplaces. RYMAN HOSPITALITY: S&P Rates New Senior Unsecured Notes 'BB-' ------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to Ryman Hospitality Properties Inc.'s proposed $800 million senior unsecured notes due 2032, issued through its subsidiaries RHP Hotel Properties L.P. and RHP Finance Corp. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 85%) recovery for noteholders in the event of a default. The company will use the proceeds from the proposed unsecured notes to repay the $800 million of Gaylord Rockies' nonrecourse property-level debt. Once the property-level debt is paid off, the Gaylord Rockies Hotel will become an unencumbered asset; in our recovery analysis, S&P considers its value therein would be shared pari passu among secured and unsecured lenders in terms of their rights of claim given a payment default scenario. S&P said, "The transaction is leverage neutral, and the rating outlook remains positive, indicating that we could raise our ratings on Ryman by one notch if we believed the company would sustain leverage of less than 4.5x (our upgrade threshold) over the cycle incorporating investment and development spending. The positive outlook also reflects Ryman's long-term financial target to sustain net leverage of 4.0x-4.5x, which could translate into our measure of net leverage below our 4.5x upgrade threshold." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- The '1' recovery rating is unchanged on Ryman's senior secured revolving credit facility and senior secured term loan B, indicating S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery for investors in the event of a default. S&P rates this debt 'BB'. -- S&P's '1' recovery rating on the secured debt is unchanged because there will continue to be very high recovery coverage provided by the Gaylord Opryland and Gaylord Texan subsidiary equity pledges. In addition, there is a negative pledge provision in the credit facility agreement that limits Ryman's ability to place liens or otherwise encumber the Gaylord Opryland and Gaylord Texan. -- S&P's '2' recovery rating on Ryman's senior unsecured notes indicates its expectation for substantial (70%-90%; rounded estimate: 85%) recovery for investors in the event of a default. S&P rates this debt 'BB-'. -- S&P's '2' recovery rating on the unsecured debt is unchanged because of the substantial asset coverage under its recovery assumptions. Despite that there will be $800 million in additional unsecured senior note debt, the soon to be unencumbered Gaylord Rockies property adds substantial value that would be shared pari passu among the secured and unsecured lenders in a recovery scenario. -- S&P said, "Despite the increase in value available to unsecured lenders from the addition of an unencumbered Gaylord Rockies Hotel, we cap our recovery rating on Ryman's senior unsecured notes at '2'. We generally cap our recovery ratings on unsecured debt issued by companies we rate in the 'B' category at '2' to account for the greater risk that their recovery prospects will be impaired by the issuance of additional secured or pari passu debt before default." Simulated default assumptions -- S&P's simulated default scenario contemplates a default occurring in 2028, which incorporates a significant reduction in the company's property values because of prolonged economic weakness and deteriorating cash flows in its hotel business. -- S&P assumes Ryman's assets would be sold to other hotel investors. Therefore, it uses a discrete asset approach to value the company on a property by property basis. The first-lien debt is secured by the Gaylord Opryland and Gaylord Texan subsidiary equity pledges and the value of the remaining properties would be shared on a pari passu basis among the secured and unsecured lenders. -- S&P applies a 30% stress to the company's net operating income and use a blended 9.9% capitalization rate to arrive at our gross discrete asset value. Simplified waterfall -- Net discrete asset value (after 5% property-level sales and marketing expenses and 5% bankruptcy administrative expenses): $3.5 billion -- Total collateral value: $3.5 billion -- Estimated secured first-lien debt: $1.1 billion -- Value secured for first-lien claims: $1.6 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Estimated senior unsecured debt: $2.6 billion -- Value available for unsecured claims: $2.4 billion --Recovery expectations: 70%-90% (rounded estimate: 85%) Note: All debt amounts include six months of prepetition interest. SANDVINE CORP: Moody's Cuts CFR to 'Caa1', Outlook Negative ----------------------------------------------------------- Moody's Ratings downgraded Sandvine Corporation's corporate family rating to Caa1 from B3, probability of default rating to Caa1-PD from B3-PD, and its backed senior secured first lien revolving credit facility and backed senior secured first lien term loan ratings to B3 from B2. The outlook remains negative. "The downgrade considers that the company being placed on a US government entity list [1] is a trade restriction in Moody's view that will pressure EBITDA and weaken credit metrics materially," said Peter Adu, Moody's Vice President and Senior Credit Officer. RATINGS RATIONALE Sandvine's Caa1 CFR is constrained by: (1) elevated business risk as the recent US government trade restriction will materially reduce revenue and EBITDA; (2) Moody's expectation that Debt/EBITDA will be sustained above 9x (was 7.6x for LTM Q3/2023), which will limit the company's ability to refinance its November 2025 debt maturity and raises the likelihood of a debt restructuring; (3) small scale and more targeted portfolio of network and application intelligence products relative to larger peers with more diversified offerings; and (4) more than 50% of revenue derived from product sales, which are cyclical and create volatility in results. The rating benefits from: (1) good liquidity, which is boosted by ongoing positive free cash flow generation amid its operational challenges; (2) good geographic diversity, which lessens earnings volatility as strengths in certain regions can partially offset weaknesses in others; and (3) a diversified and extensive client base. Sandvine has two classes of debt: (1) B3-rated secured first lien credit facilities - $23 million revolving credit facility that expires in 2025 and $430 million (face value) term loan due 2025 ($395 million outstanding at September 30, 2023); and (2) unrated $110 million second lien term loan due 2026. The credit facilities are guaranteed by all material subsidiaries in the US, Canada, Sweden and the UK, and are secured by a first priority security interest in the assets of the guarantors. Moody's rates the revolver and first lien term loan B3, one notch above the CFR, to reflect their senior ranking and loss absorption provided by the second lien term loan. Moody's changed Sandvine's ESG credit impact score to CIS-5 (very highly negative) from CIS-4 (highly negative) due to increased exposure to social and governance risks. Social risks primarily reflect the US government's trade restriction placed on the company in February 2024 for allegedly supplying technology to the Egyptian government for blocking websites, suppressing the flow of online information and targeting human rights activists. Governance risk stems from the fact that the company's high financial leverage will increase further due to pressure on EBITDA from the trade restriction, which could lead to an unsustainable capital structure, raise refinancing risk and the likelihood of a debt restructuring. Sandvine has good liquidity through the next twelve months to March 31, 2025, with sources approximating $80 million while the company has already made mandatory debt repayments required in this time frame. Liquidity is supported by cash of $51 million at September 30, 2023, Moody's free cash flow estimate of about $5 million for the next twelve months and full availability under its $23 million revolving credit facility that expires in August 2025. The revolver is subject to a first lien net leverage covenant if utilization exceeds 35% and Moody's does not expect the covenant to be applicable in the next twelve months. The company has limited flexibility to generate liquidity from asset sales. The negative outlook reflects the company's high Debt/EBITDA and elevated refinancing risk associated with its November 2025 term loan. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Because the outlook is negative, a ratings upgrade is not likely in the near term. However, the ratings could be upgraded if the US government lifts the trade restriction and there is no material impairment to the business, or if the company successfully refinances its 2025 term loan at par and sustains Debt/EBITDA below 7x. The ratings could be downgraded if the company restructures its debt, if Debt/EBITDA is sustained above 8x, or if liquidity becomes weak. The principal methodology used in these ratings was Software published in June 2022. 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. SANDY HOOK INVESTMENTS: Interim Cash Collateral Access OK'd ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, authorized Sandy Hook Investments, LLC to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance. As previously reported by the Troubled Company Reporter, at the time of the filing of the Motion, there were four individual mortgages including a provision for Assignment of Leases and Rents at Section 1.3, encumbering Debtor's properties, specifically as follows: a. 7614 NW 68th Way, Tamarac, FL 33321: Mortgage in favor of Velocity Commercial Capital, LLC dated August 31, 2021, and recorded on September 7, 2021, having Instrument Number 117563658, in the Official Records of Broward County, Florida; b. 7515 NW 41st Street, Coral Springs, FL 33065: Mortgage in favor of Velocity Commercial Capital, LLC dated August 31, 2021, and recorded on September 7, 2021, having Instrument Number 117563702, in the Official Records of Broward County, Florida; c. 433 NW Desoto Street, Lake City, FL 32055: Mortgage in favor of Velocity Commercial Capital, LLC dated August 31, 2021, and recorded on September 8, 2021, having Instrument Number 202112018026, at Book 1446, Page 1897, in the Official Records of Columbia County, Florida; d. 6600 Saint Jude Drive, Fairburn, GA 30213: Deed to Secure Debt, Security Agreement and Assignment of Rents and Leases in favor of Velocity Commercial Capital, LLC dated December 22, 2021, and recorded on December 28, 2021 at Deed Book 65042, Page 24, in the Fulton County, Georgia records. A continued hearing on the matter is set for March 28, 2024 at 2:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=xuvZyN from PacerMonitor.com. About Sandy Hook Investments, LLC Sandy Hook Investments, LLC owns four real properties in Florida having a total value of $1.05 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-18071) on October 2, 2023. In the petition signed by Cecelia Gail Ramos, managing member, the Debtor disclosed $1,071,009 in assets and $804,000 in liabilities. Judge Peter D. Russin oversees the case. Adam I. Skolnik, Esq., at Law Office of Adam I. Skolnik, PA, represents the Debtor as legal counsel. SCHIERHOLZ AND ASSOCIATES: Taps Kutner Brinen as Legal Counsel -------------------------------------------------------------- Schierholz and Associates, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Kutner Brinen Dickey Riley, P.C. as its counsel. The firm will provide these services: a. provide the Debtor with legal advice with respect to its powers and duties; b. aid the Debtor in the development of a plan of reorganization under Chapter 11; c. file the necessary petitions, pleadings, reports, and actions which may be required in the continued administration of the Debtor's property under Chapter 11; d. take necessary actions to enjoin and stay until final decree herein continuation of pending proceedings and to enjoin and stay until final decree herein commencement of lien foreclosure proceedings; and e. perform all other legal services for the Debtor which may be necessary. The firm will be paid at these rates: Jeffrey S. Brinen $515 per hour Jenny Fujii $410 per hour Jonathan M. Dickey $375 per hour Keri L. Riley $375 per hour Paralegal $100 per hour The firm received from the Debtor a retainer in the amount of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey Brinen, Esq., a partner at Dickey Riley, 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: Jeffrey S. Brinen, Esq. KUTNER BRINEN DICKEY RILEY, P.C. 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Tel: (303) 832-2910 Email: jsb@kutnerlaw.com About Schierholz and Associates Schierholz and Associates, Inc., owns and operates the Broadmoor Valley Manufactured Housing Community, rents and sells used and new manufactured homes, and operates or leases 20.79 acres of farmland. Schierholz and Associates filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-10183) on Jan. 18, 2013, with $1 million to $10 million in both assets and liabilities. Judge Thomas B. McNamara oversees the case. The Debtor tapped David J. Warner, Esq., at Wadsworth Garber Warner Conrardy, PC, as legal counsel and Alethea M. Huyser, Esq., at Fredrikson & Byron, PA as special counsel. SCREENVISION: $175MM Bank Debt Trades at 22% Discount ----------------------------------------------------- Participations in a syndicated loan under which Screenvision LLC is a borrower were trading in the secondary market around 77.8 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $175 million facility is a Term loan that is scheduled to mature on July 3, 2025. About $143.7 million of the loan is withdrawn and outstanding. Screenvision, LLC provides publishing and broadcasting services. SIMPLIFIED SOFTWARE: Taps Boardwalk Company as Real Estate Agent ---------------------------------------------------------------- Simplified Software Development, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ John Quattrocki of The Boardwalk Company as its real estate agent. Mr. Quattrocki will market and sell the Debtor's property located at 1960 Bayshore Blvd., Dunedin, Florida 34698. Mr. Quattrocki will receive a commission equal to 8 percent of the gross sales price. Mr. Quattrocki assured the court that he is a "disinterested person" as defined in 11 U.S.C. 101(14). The appraiser can be reached through: John Quattrocki The Boardwalk Company 31640 US Highway 19 N. Suite 1 Palm Harbor, FL 34684 Office Phone: (727) 784-1007 Mobile Phone: (727) 460-2201 Email: jquattrocki@boardwalkcompany.com About Simplified Software Development Simplified Software Development, LLC, a company that offers online dietary management solution in Dunedin, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00560) on Feb. 1, 2024, with up to $500,000 in assets and up to $10 million in liabilities. Stephen Bennett, managing member, signed the petition. Judge Catherine Peek McEwen oversees the case. The Debtor tapped David W. Steen, Esq., at David W. Steen, PA, as legal counsel and Richard T. Heiden, Esq., as special counsel. SINCLAIR TELEVISION: $740MM Bank Debt Trades at 21% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Sinclair Television Group Inc is a borrower were trading in the secondary market around 79.5 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $740 million facility is a Term loan that is scheduled to mature on April 3, 2028. About $722 million of the loan is withdrawn and outstanding. Sinclair Television Group, Inc. provides media broadcasting services. The Company offers television broadcasting and programming services. SINCLAIR TELEVISION: $750MM Bank Debt Trades at 21% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Sinclair Television Group Inc is a borrower were trading in the secondary market around 78.9 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $750 million facility is a Term loan that is scheduled to mature on April 23, 2029. About $739 million of the loan is withdrawn and outstanding. Sinclair Television Group, Inc. provides media broadcasting services. The Company offers television broadcasting and programming services. SIRVA WORLDWIDE: $435MM Bank Debt Trades at 25% Discount -------------------------------------------------------- Participations in a syndicated loan under which SIRVA Worldwide Inc is a borrower were trading in the secondary market around 75.3 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $435 million facility is a Term loan that is scheduled to mature on August 4, 2025. About $377.9 million of the loan is withdrawn and outstanding. SIRVA Worldwide, Inc., headquartered in Westmont, Illinois, is a wholly owned operating subsidiary of SIRVA, Inc., which provides relocation services, including transferring corporate and government employees and moving individual consumers. SK NEPTUNE HUSKY: $610MM Bank Debt Trades at 72% Discount --------------------------------------------------------- Participations in a syndicated loan under which SK Neptune Husky Group Sarl is a borrower were trading in the secondary market around 28.2 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $610 million facility is a Term loan that is scheduled to mature on January 3, 2029. The amount is fully drawn and outstanding. SK Neptune Husky Intermediate IV S.a.r.l. is the parent of Luxembourg-based pigments manufacturer Heubach. SK Neptune Husky Group Sarl has its registered office in Luxembourg. SMALLHOLD INC: Court OKs $900,000 DIP Loan from Monomyth -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Smallhold, Inc. to use cash collateral and obtain post-petition financing, on an interim basis. The Debtor is permitted to receive postpetition financing, consisting of senior secured superpriority, multi-draw term loans to be advanced and made available to the Debtor in the aggregate maximum principal amount of $900,000 from Monomyth Sponsor Group, LLC consistent with the terms and conditions contained in the Term Sheet. The Debtor is permitted to borrow $250,000 on an interim basis. The DIP Obligations are subject to (i) a Commitment Fee equal to 1% of the Committed Amount and (ii) interest at the annual rate of 17% per annum, subject to the adjustments included in the Term Sheet. The DIP facility is due and payable on the earliest to occur of: (a) 120 days after the Final DIP Order Entry Date. (b) On April 30,2024 if a final order approving the DIP Facility is not entered, unless extended by the Borrower and the DIP Lender. (c) The effective date of an acceptable plan. (d) The date of consummation of the sale of all or substantially all of the assets of the Borrower. (e) The date of termination of the Commitments (including as a remedy from an event of default). The Debtor is required to comply with these milestones: (a) On or before April 30, 2024, entry of the Final DIP Order in a form acceptable lo the DIP Lender; (b) On or before May 26, 2024, filing of a plan in a form acceptable to the DIP Lender; (c) Within 40 days of the Plan Filing Date, entry of a confirmation order, confirming a plan acceptable to the DIP Lender; (d) Within 30 days of the Confirmation Date, substantial plan consummation and occurrence of the plan's effective date. The DIP Facility will terminate and the DIP Loans and all other DIP Obligations will mature and be due and owing at the earliest to occur of: (a) the date of the occurrence of an Event of Default under the DIP Facility; (b) the date of the acceleration of any outstanding extension of credit under the DIP Facility; (c) the closing of any Sale of the Debtor's assets; (d) the effective date of a confirmed chapter 11 plan; (e) the entry of an order converting the Case to a case under chapter 7 of the Bankruptcy Code; (f) the entry of an order dismissing the Case; (g) the entry of an order expanding the powers of the Subchapter V Trustee in the Case; (h) the failure to comply with any of the Milestones; (i) the date of the commencement of the Final Hearing, if the Interim DIP Order is modified at the Final Hearing in a manner unacceptable to the DIP Lender, in its sole discretion, and (j) 180 days after the Petition Date. The events that constitute an "Event of Default" include: (a) Failure of the Borrower to make any payment of principal, interest, fees;, or other amounts as and when due, (b) Any representation or warranty of the Borrower that was materially incorrect when made; (c) Failure of the Borrower to observe or perform any covenants, condition, or agreement thereunder or any other DIP Document; (d) Failure of the Borrower to satisfy or stay execution of judgments above $10,000; and (e) Default by the Borrower in other agreements relating to postpetition indebtedness. As security for the DIP Obligations, the DIP Lender will have valid, binding, fully perfected, enforceable, and non-avoidable first priority priming liens on and security interests in all now owned or hereafter acquired assets and property of the Debtor. A final hearing on the matter is set for April 18, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=LpgRDW from PacerMonitor.com. About Smallhold Inc. Smallhold, Inc. is a specialty mushroom company based in Brooklyn, N.Y. It currently operates indoor mushroom farms in New York City, Austin, and Los Angeles. The Debtor filed Chapter 11 petition (Bankr. D. Del. Case No. 24-10267) on February 18, 2024, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. James Dunn, chairman, signed the petition. Judge Craig T. Goldblatt oversees the case. James C. Barsalona II, Esq., and Joseph C. Barsalona II, Esq., at Pashman Stein Walder Hayden, P.C. represents the Debtor as legal counsel. SOCIETAL CDMO: KPMG Raises Going Concern Doubt ---------------------------------------------- Societal CDMO, 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 KPMG LLP, the Company's auditor since 2009, 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 22, 2024, Philadelphia, Pennsylvania-based KPMG LLP said, "The Company has incurred net losses since inception, has an accumulated deficit and projects non-compliance with debt covenants, that raise substantial doubt about its ability to continue as a going concern." The Company has incurred net losses since inception. It reported a net loss of $13,274,000 and $19,881,000 for the years ended December 31, 2023, and 2022, respectively and has an accumulated deficit of $278,909,000 as of December 31, 2023. As of December 31, 2023, the Company's cash and cash equivalents were $8,095,000. For the year-ended December 31, 2023, the Company reported $1,005,000 of net cash used in operating activities. As of December 31, 2023, the Company had $153,474,000 in total assets, $94,811,000 in total liabilities, and $58,663,000 in total shareholders' equity. The Company's future operations are highly dependent on the profitability of its development and manufacturing operations. The pharmaceutical industry has experienced a slowdown in clinical development activities resulting from reduced cash funding, and the Company has been experiencing higher rates of customer attrition and development program delays which have negatively impacted earnings and cash flows. As a result, management reduced its earnings and cash flow projections during 2023. These factors, and the related impact on debt covenant compliance, continue to impact the Company through the present day and are expected to continue. The Company's credit agreement with Royal Bank of Canada contains certain financial and other covenants, including minimum liquidity requirements, maximum net leverage ratios and minimum fixed charge coverage ratios, and includes limitations on, among other things, incurring additional indebtedness, paying dividends, acquisitions and certain investments. Due to the factors discussed above, there is significant uncertainty as to whether the Company will be able to comply with these covenants in future periods. Further, management concluded that substantial doubt exists about its ability to continue as a going concern as of the date of the issuance of these financial statements. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/nnzv8phc About Societal CDMO Exton, Pennsylvania-based Societal CDMO, Inc. is a bi-coastal contract development and manufacturing organization with capabilities spanning pre-investigational new drug development to commercial manufacturing and packaging for a wide range of therapeutic dosage forms with a primary focus on small molecules. With an expertise in solving complex manufacturing problems, the Company provides therapeutic development, end-to-end regulatory support, clinical and commercial manufacturing, aseptic fill/finish, lyophilization, packaging and logistics services to the global pharmaceutical market. SONIDA SENIOR: Stockholders OK Authorized Shares Hike to 30M Shares ------------------------------------------------------------------- Sonida Senior Living, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that at the Special Meeting held on March 21, 2024, the Company's stockholders: (1) approved an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company's common stock from 15,000,000 shares to 30,000,000 shares; and (2) approved a proposal to adjourn the Special Meeting to solicit additional proxies if there had been insufficient proxies at the Special Meeting to approve the foregoing proposal. The 2024 annual meeting of the Company's stockholders has been scheduled for June 4, 2024. The record date for the Annual Meeting has been set as the close of business on April 19, 2024. The Company will be filing a proxy statement and other documents regarding the Annual Meeting with the SEC. The Company's stockholders are urged to read the proxy statement and other relevant materials when they become available, because they will contain important information about the Company, the Annual Meeting and related matters. Stockholders may obtain a free copy of the Company's proxy statement, when available, and other documents filed by the Company with the SEC at the SEC's website (www.sec.gov) and in the investor relations section of the Company's website (www.sonidaseniorliving.com). About Sonida Sonida Senior Living, Inc., (formerly known as Capital Senior Living Corporation), is an owner-operator of independent living, assisted living and memory care communities and services for senior adults. As of Dec. 31, 2022, the Company operated 72 senior housing communities in 18 states with an aggregate capacity of approximately 8,000 residents, including 62 senior housing communities that the Company owned and 10 communities that the Company third-party managed. Dallas, Texas-based RSM US LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered from recurring losses from operations and total current liabilities exceed total current assets. This raises substantial doubt about the Company's ability to continue as a going concern. SPIRIT AIRLINES: To Assess Debt Maturities as Merger Terminated --------------------------------------------------------------- pirit Airlines, Inc. (NYSE: SAVE) on March 4, 2024, announced that its merger agreement with JetBlue Airways Corporation has been terminated by mutual agreement. "After discussing our options with our advisors and JetBlue, we concluded that current regulatory obstacles will not permit us to close this transaction in a timely fashion under the merger agreement," said Ted Christie, Spirit's President and Chief Executive Officer. "We are disappointed we cannot move forward with a deal that would save hundreds of millions for consumers and create a real challenger to the dominant "Big 4" U.S. airlines. However, we remain confident in our future as a successful independent airline. We wish the JetBlue team well." Christie continued, "Throughout the transaction process, given the regulatory uncertainty, we have always considered the possibility of continuing to operate as a standalone business and have been evaluating and implementing several initiatives that will enable us to bolster profitability and elevate the Guest experience. As we go forward, I am certain our fantastic Spirit team will continue delivering affordable fares and great experiences to our Guests." Spirit is confident in its strengths and is focused on returning to profitability. The Company has been taking, and will continue to take, prudent steps to ensure the strength of its balance sheet and ongoing operations, including assessing options to refinance upcoming debt maturities. In that regard, Spirit has retained Perella Weinberg & Partners L.P. and Davis Polk & Wardwell LLP as advisors. As part of the termination, JetBlue will pay Spirit $69 million. While the merger agreement was in effect, Spirit stockholders received approximately $425 million in total prepayments. About Spirit Airlines Spirit Airlines Inc. is a major United States ultra-low cost airline headquartered in Miramar, Florida, in the Miami metropolitan area. In September 2023, Fitch Ratings has revised the Rating Outlook for Spirit Airlines to Negative from Stable and affirmed Spirit's Long-term Issuer Default Rating at 'B+'. Fitch has also affirmed Spirit IP Cayman Ltd.'s and Spirit Loyalty Cayman Ltd.'s senior secured debt at 'BB+'/'RR1'. Also in September 2023, Egan-Jones Ratings Company maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Spirit Airlines, Inc. Meanwhile, Moody's Investors Service downgraded its corporate family rating of Spirit Airlines to Caa1 from B2 and probability of default rating to Caa1-PD from B2-PD, the TCR reported on November 22, 2023. STARLIGHT DISTRIBUTION: Taps Jeffrey M. Siskind as Legal Counsel ---------------------------------------------------------------- Starlight Distribution Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Jeffrey M. Siskind, Esq. and Siskind, PLLC as its counsel. The firm will render 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 financial 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 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 Plan. The firm will be paid at these rates: Jeffrey M. Siskind, Esq. $300 per hour Paralegal $150 per hour The firm received a retainer in the amount of $5,000. Mr. Siskind, owner of Siskind, PLLC, assured the court that his firm is disinterested as required by 11 U.S.C. Sec. 327(a). The firm can be reached through: Jeffrey M. Siskind, Esq. SISKIND PLLC 3465 Santa Barbara Wellington, FL 33414 Telephone: (561) 791-9565 Facsimile: (561) 791-9581 Email: JeffSiskind@msn.com About Starlight Distribution Inc. Starlight Distribution Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11774) on February 26, 2024, listing up to $50,000 in assets and $1,000,001 to $10 million in liabilities. Judge Mindy A Mora presides over the case. Jeffrey M. Siskind, Esq. at Siskind, PLLC represents the Debtor as counsel. STOP SMACKN: Seeks to Tap Law Office of Richard G. Hall as Counsel ------------------------------------------------------------------ Stop Smackn, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colombia to hire the Law Office of Richard G. Hall to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising and consulting with the Debtor concerning questions arising in the administration of the estate, the Debtor's rights and remedies with regard to the estate's assets, and the claims of creditors and other parties in interest; b. appearing for, prosecuting, defending and representing the Debtor's interest in suits arising in or related to the case; c. investigating and prosecuting preference and other actions arising under the Debtor's avoiding powers; d. assisting in the preparation of pleadings; and e. preparing and filing a Chapter 11 plan and disclosure statement, seeking confirmation of the plan, and preparing a final report and accounting. The hourly rates charged by the firm's attorneys and paraprofessionals are as follows: Attorneys $575 Paraprofessionals $200 The firm will also be reimbursed for out-of-pocket expenses incurred. The firm received a retainer in the amount of $10,000. Richard Hall, Esq., a partner at the Law Office of Richard G. Hall, 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. Richard G. Hall can be reached at: Richard G. Hall, Esq. Law Office of Richard G. Hall 601 King Street, Suite 301 Alexandria, VA 22314 Telephone: (703) 256-7159 Facsimile: (703) 941-0262 Email: Richard.Hall33@verizon.net About Stop Smackn, LLC Stop Smackn, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.Col. Case No. 24-00072) on March 8, 2024, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. The Law Office of Richard G. Hall serves as the Debtor's legal counsel. STOWERS TRUCKING: Seeks to Hire Ritchie Bros as Auctioneer ---------------------------------------------------------- Stowers Trucking, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Ritchie Bros. Auctioneers (America) Inc. as its auctioneer. The professional service to be rendered includes all acts necessary to consummate a sales of four excavators. Ritchie Bros. will receive a commission of 9 percent from auction proceeds. As disclosed in court filings, Ritchie Bros. is "disinterested" pursuant to Section 101(14) of the Bankruptcy Code. The firms can be reached through: Todd Meadows Ritchie Bros. Auctioneers (America) Inc. IronPlanet, Inc. 4000 Pine Lake Road Lincoln, NE 68516 Telephone: (615) 453-4589 Facsimile: (615) 453-4589 Email: tmeadows@ritchiebros.com About Stowers Trucking Stowers Trucking LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D. W. Va. Case No. 22-20125) on July 7, 2022, with up to $500,000 in both assets and liabilities. Judge B. Mckay Mignault oversees the case. James M. Pierson, Esq., at Pierson Legal Services is the Debtor's legal counsel. STV GROUP: Moody's Withdraws 'B2' CFR Following Debt Repayment -------------------------------------------------------------- Moody's Ratings has withdrawn all ratings of STV Group, Incorporated's including the company's B2 corporate family rating, B3-PD probability of default rating, and B2 backed senior secured bank credit facilities. Prior the withdrawal the outlook was stable. RATINGS RATIONALE Moody's has withdrawn all ratings following the repayment of all of the company's outstanding rated debt in conjunction with a refinancing of its capital structure. The company terminated the existing credit agreements and all indebtedness outstanding thereunder was paid off and all commitments under the credit facilities were terminated. Headquartered in New York, NY, STV Group, Incorporated is a consulting, engineering, architectural, planning, environmental, and construction management services company. The company's segments include Transportation & Infrastructure, Building & Facilities, and Construction/Program Management. The company is majority owned by Pritzker Family Business Interests ("PFBI"), and advised by The Pritzker Organization, LLC ("TPO"), a merchant bank for the business interests of the Pritzker Family. STV GROUP: S&P Withdraws 'B' ICR Following Debt Repayment --------------------------------------------------------- S&P Global Ratings withdrew its 'B' issuer credit rating on STV Group Inc. after the company repaid its first-lien term loan, incremental first-lien term loan, and outstanding balance on its revolver credit facility on March 20, 2024. At the time of the withdrawal, S&P's outlook on the company was stable. SUNLAND MEDICAL: Two Unsecured Creditors Resign From Committee -------------------------------------------------------------- The U.S. Trustee for Region 6 disclosed in a court filing the resignation of Insight Enterprises, Inc. and Beckman Coulter, Inc. from the official committee of unsecured creditors in the Chapter 11 cases of Sunland Medical Foundation and 4750 GHW Bush Land Holdings, LLC. As of March 21, the remaining members of the committee are: 1. Blue Signal, LLC Jessica Walsh 4545 E. Shea #250 Phoenix, AZ 85028 Phone: 214-701-5122 Email: jwalsh@bluesignal.com 2. Hegwood Group LP F. Louis Embuscado 17000 Dallas Parkway, Suite 222 Dallas, TX 75248 Phone: 972-248-9574 Email: lou@hegwoodgroup.com 3. Ovation Healthcare W. Judd Peak 1573 Mallory Lane, Ste. 200 Brentwood, TN 37027 Phone: 615-371-4956 Email: jpeak@ovationhc.com About Sunland Medical Foundation Sunland Medical Foundation and 4750 GHW Bush Land Holdings, LLC are owners of Trinity Regional Hospital Sachse, a full-service hospital and emergency room near Dallas, Texas. Trinity is a not-for-profit, 32-bed, community-focused acute care hospital providing care to the residents of Sachse, Murphy, Wylie, Rowlett, Garland, Plano, Richardson, and surrounding communities. The Debtors sought Chapter 11 protection (Bankr. N.D. Texas Lead Case No. 23-80000) on Aug. 29, 2023. Both estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. The Hon. Michelle V. Larson is the case judge. The Debtors tapped McDermott Will & Emery, LLP as legal counsel; Meadowlark Advisors, LLC as financial advisor; and Eide Bailly LLP as tax advisor. Stretto 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 tapped Dickinson Wright, PLLC as counsel and Caliber Advisors, LLC as financial advisor. TENNESSEE VASCULAR: Court OKs Interim Cash Collateral Access ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Tennessee, Nashville Division, authorized Tennessee Vascular and Thoracic Surgical Associates, PC to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to make payroll and other financial needs of the Debtor during the pendency of the case. Citizens Bank appears to have a security interest in the Debtor's accounts perfected by a UCC-1 filed of record on April 24, 2020. The secured debt is evidenced by multiple notes with a balance in the amount of approximately $2.530 million. Secured Lender Solutions, LLC, P.O. Box 2576, Springfield, IL 62708 asserts a security interest in the Debtor's accounts that appears to be perfected by a UCC-1 filed of record on August 19, 2021, to secure the maximum principal debt for Tennessee recording tax purposes in the amount of $43,923. Based on the Debtor's initial investigation, it appears that any security interest of Citizens Bank in the Debtor's accounts has priority over any security interest of Secured Lender Solutions in such accounts. Restor Metabolix, Inc., P.O. Box 2102, Carrollton, GA 30112 asserts a security interest in the Debtor's accounts that appears to be perfected by a UCC-1 filed of record on July 6, 2023, to secure the maximum principal debt for Tennessee recording tax purposes in the amount of $1 million. Based on the Debtor's initial investigation, it appears that any security interest of Citizens Bank in the Debtor's accounts has priority over any security interest of Restor Metabolix in such accounts. As adequate protection for any cash collateral expended by the Debtor, Citizens TriCounty Bank is granted, pursuant to 11 U.S.C. sections 361(2) and 363(e), a valid, perfected and enforceable adequate protection replacement lien in all post-petition accounts of the Debtor, which liens will have the same validity and priority as the liens of Citizens Bank that existed as of the filing of the Petition. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=mkkKNd from PacerMonitor.com. The Debtor projects $501,040 in total expenses for April 2024. About Tennessee Vascular and Thoracic Surgical Associate PC Tennessee Vascular and Thoracic Surgical Associate PC is a medical group practice located in Tullahoma, TN that specializes in wound & burn Care. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M. D. Tenn. Case No. 24-00683) on February 29, 2024. In the petition signed by Charles S. Drummond, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Charles M Walker oversees the case. William L. Norton, Esq., at BRADLEY ARANT BOULT CUMMINGS, LLP, represents the Debtor as legal counsel. THERATECHNOLOGIES INC: Appoints Jordan Zwick to Board of Directors ------------------------------------------------------------------ Theratechnologies Inc. announced the appointment of Jordan Zwick, chief business officer at Mirador Therapeutics Inc., to its Board of Directors and as a member of the Company's Audit Committee. "We welcome Jordan Zwick to the Board as an important addition to our esteemed group of advisors," said Dawn Svoronos, Chair of the Board of Directors at Theratechnologies. "With his extensive experience in the U.S. biotech and pharmaceutical industry, coupled with expertise in global finance, business development and corporate strategy, Mr. Zwick will help to guide Theratechnologies as the Company works towards generating near-term profitability through sales of current products and the acquisition or in-licensing of other commercial assets." "It's an honor to join the Board of Directors at Theratechnologies and help contribute to the Company's success at key milestones, including business development and corporate strategy objectives. I look forward to collaborating with my board colleagues and the management team to drive shareholder value and make a profound impact on the patients we serve," said Jordan Zwick. Mr. Zwick currently serves as chief business officer at Mirador Therapeutics, which recently launched with over US$400 million in financing to accelerate the next generation of precision medicines for immune-mediated diseases. Previously he was a strategic advisor to Prometheus Biosciences, prior to its sale to Merck in June 2023. Mr. Zwick has vast executive industry operational experience at companies such as Amarin, InflaRx, Salix Pharmaceuticals and Bausch Health. As part of the team that sold Salix to what is now Bausch Health Companies for US$14.5 billion in 2015, he eventually became Head of Strategy at the Salix business unit responsible for leading all business development transactions, alliance management, strategic planning and portfolio management, playing a key role in the turnaround story of Bausch Health. Over the course of his career, he has successfully led capital raises and the search, evaluation, and execution of a variety of transactions in the life sciences sector. He holds a Bachelor of Arts and Master of Science from Florida Atlantic University and an M.B.A. from the University of San Francisco. With the appointment of Jordan Zwick, the Company's Audit Committee will now comprise three independent members including Gerald Lacoste and Frank Holler as Chair. About Theratechnologies Theratechnologies (TSX: TH) (NASDAQ: THTX) -- www.theratech.com -- is a biopharmaceutical company focused on the development and commercialization of innovative therapies addressing unmet medical needs. The Company currently commercializes two approved products for people living with HIV, namely: EGRIFTA SV and Trogarzo. In addition to the sale of its products, the Company is conducting research and development activities and it has a pipeline of investigational medicines in the areas of oncology and NASH. Theratechnologies incurred a net loss of $23.96 million for the year ended Nov. 30, 2023, compared to a net loss of $47.24 million for the year ended Nov. 30, 2022. As of Nov. 30, 2023, the Company had $77.77 million in total assets, $98.64 million in total liabilities, and a total deficit of $20.87 million. Montreal, Canada-based KPMG LLP, the Company's auditor since 1993, issued a "going concern" qualification in its report dated Feb. 20, 2024, citing that the Company has incurred net losses and negative cash flows from operating activities. The Company's Loan Facility contains various covenants, including minimum liquidity covenants. There is material uncertainty related to events or conditions that cast substantial doubt about its ability to continue as a going concern. TLC TRAVEL: Case Summary & Eight Unsecured Creditors ---------------------------------------------------- Debtor: TLC Travel Staff LLC 2143 Park Crescent Drive Land O Lakes, FL 34639 Business Description: TLC Travel specializes in medical staffing that provides opportunities to professionals in hospitals, nursing homes, and clinics. Chapter 11 Petition Date: March 23, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-01546 Judge: Hon. Roberta A Colton Debtor's Counsel: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. 500 NE 4th Street, Suite 200 Fort Lauderdale, FL 33301 Tel: (954) 765-3166 E-mail: chad@cvhlawgroup.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Steve Ludders as president/managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CV2BS2Y/TLC_Travel_Staff_LLC__flmbke-24-01546__0001.0.pdf?mcid=tGE4TAMA TRADITION FRANCAISE: Hires Vilarino & Associates as Counsel ----------------------------------------------------------- Tradition Francaise Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Vilarino & Associates, LLC as counsel. The firm's services include: a) advising the Debtor with respect to its duties, powers and responsibilities in this Chapter 11 case under the laws of the United States and Puerto Rico in which the Debtor conducts its operations, does business, or is involved in litigation; b) advising the Debtor to determine whether reorganization is feasible and, if not, helping the Debtor in the orderly liquidation of its assets; c) assisting the Debtor in negotiations with creditors for the purpose of proposing and confirming a viable plan of reorganization; d) preparing legal papers; e) appearing before the bankruptcy court, or any court in which the Debtor asserts a claim interest or defense directly or indirectly related to this bankruptcy case; f) performing such other legal services for the Debtor as may be required in these proceedings or in connection with the operation of and involvement with the Debtor's business, including but not limited to, notarial services; g) employing other professional services, if necessary. The firm will be paid at these rates: Javier Vilarino, Esq. $325 per hour Associates $275 per hour Paralegals $150 per hour Vilarino & Associates 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: Javier Vilarino, Esq. Vilarino & Associates, LLC P.O. Box 9022515 San Juan, PR 00902-2515 Telephone: (787) 565-9894 Email: jvilarino@vilarinolaw.com About Tradition Francaise Inc. Tradition Francaise Inc. d/b/a LA Boulangerie filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 24-00841) on March 1, 2024. The petition was signed by Fernando Perez as president. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Javier Vilarino, Esq. at Vilarino & Associates LLC represents the Debtor as counsel. TRANSCENDIA HOLDINGS: $295MM Bank Debt Trades at 28% Discount ------------------------------------------------------------- Participations in a syndicated loan under which Transcendia Holdings Inc is a borrower were trading in the secondary market around 71.8 cents-on-the-dollar during the week ended Friday, March 22, 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. TRUIST INSURANCE: Moody's Rates $2.75BB Senior Secured Notes 'B2' ----------------------------------------------------------------- Moody's Ratings has assigned a B2 rating to $2.75 billion of seven-year senior secured notes being co-issued by Truist Insurance Holdings LLC (TIH, corporate family rating B3) and McGriff Insurance Services, LLC (McGriff). Proceeds from these notes will be used to help fund the purchase of the remaining 80% stake in TIH by Stone Point Capital, Clayton Dubilier & Rice and additional co-investors, from Truist Financial Corporation (NYSE: TFC). The parties expect to complete the purchase in the second quarter of 2024, subject to regulatory approvals and other customary closing conditions. The rating outlook for TIH is unchanged at stable. RATINGS RATIONALE According to Moody's, TIH's ratings reflect its market position as the fifth-largest US insurance broker by revenue with good diversification across wholesale, retail and specialty programs. TIH maintains a leading position in wholesale through CRC Group; a strong retail presence through McGriff; and well established managing general agent/delegated authority underwriting platforms, including AmRisc Group and Starwind. TIH has a record of generating solid organic growth, EBITDA margins and free cash flow. These credit strengths are offset by TIH's large debt burden as well as execution and operational risks associated with its separation from TFC. As TIH centralizes key functions to operate as a standalone company, risks include disruptions to revenue growth and/or operating performance. The company also faces potential liabilities arising from errors and omissions in the delivery of professional services. Following the transaction, Moody's estimates that TIH will have a pro forma debt-to-EBITDA ratio around 8x, (EBITDA – capex) interest coverage around 1.5x, and a free-cash-flow-to-debt ratio in the low-to mid-single digits. The rating agency expects TIH to reduce its leverage below 7.5x over the next 12-18 months through organic revenue growth, cost savings and debt reduction. These pro forma metrics reflect Moody's accounting adjustments for operating leases, contingent earnout obligations and certain non-recurring items. Panther Co-Issuer, Inc. is a co-borrower on the senior secured notes. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to an upgrade of TIH's ratings include: (i) debt-to-EBITDA ratio below 6.5x, (ii) (EBITDA - capex) coverage of interest exceeding 2x, (iii) free-cash-flow-to-debt ratio exceeding 5%, and (iv) successful separation from TFC with demonstrated EBITDA margin expansion. Factors that could lead to a downgrade of TIH's ratings include: (i) debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of interest below 1.2x, (iii) free-cash-flow-to-debt ratio below 2%, or (iv) delay/disruption in the separation from TFC. The principal methodology used in this rating was Insurance Brokers and Service Companies published in February 2024. Headquartered in Charlotte, North Carolina, TIH operates through more than 200 offices across its portfolio of wholesale, retail, specialty and title businesses. TIH reported total revenue of approximately $3.5 billion in 2023. TRUIST INSURANCE: S&P Rates Senior Secured Notes Due 2031 'B' ------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue rating to Truist Insurance Holdings LLC's (TIH) seven-year $2.75 billion senior secured notes. The recovery rating is '3', indicating S&P's expectation of modest recovery (50%-70%; rounded estimate: 55%) of principal in the event of default. S&P said, "We expect the company will use the proceeds, together with funds from new and rolled equity, first-lien debt, and second-lien debt as announced on March 8, to finance its spinoff from Truist Financial Corp. Specifically, Stone Point Capital, Clayton Dubilier & Rice, and other coinvestors are acquiring Truist Financial Corp.'s remaining ownership interest in TIH. The ratings on TIH--including our 'B' long-term issuer credit rating, 'B' first-lien credit facilities ratings, and 'CCC+' second-lien debt rating--are unaffected by this senior notes issuance." The company operates in the highly fragmented and competitive U.S. insurance brokerage industry, in which it has a long-standing competitive position. With revenues of about $3.5 billion in 2023, TIH is the fifth-largest U.S. insurance broker and has a strong track record of organic growth (five-year average of over 7%) through various economic and market cycles. S&P said, "Based on pro forma S&P Global Ratings-adjusted EBITDA of about $951 million for 2023, we estimate financial leverage of 8.5x and EBITDA interest coverage of 1.3x (including debt issuances announced March 8). We expect meaningful improvements to these metrics as the company manages the transition to being a stand-alone entity and sustains strong organic growth and profitability, with leverage of 6.25x–6.75x and coverage of around 2.0x by the end of 2025." TURF APPEAL: Seeks to Hire Hammond Law Firm as Bankruptcy Counsel ----------------------------------------------------------------- Turf Appeal, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to hire Hammond Law Firm to handle its Chapter 11 case. The firm will charge $450 per hour for attorneys and $80 per hour for legal assistants and law clerks. In addition, the firm will seek reimbursement for expenses incurred. Gary Hammond, Esq., an attorney at Hammond Law Firm, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gary D. Hammond, Esq. HAMMOND LAW FIRM 512 NW 12th Street Oklahoma City, OK 73103 Tel: (405) 216-0007 Fax: (405) 232-6358 Email: gary@okatty.com About Turf Appeal, Inc. Turf Appeal is a lawn care company located in Oklahoma City. Turf Appeal, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-10590) on March 12, 2024, listing $324,921 in assets and $1,080,537 in liabilities. The petition was signed by Matt Doerr as owner/president. Judge Janice D. Loyd presides over the case. Amanda R. Blackwood, Esq. at BLACKWOOD LAW FIRM, PLLC represents the Debtor as counsel. TURF APPEAL: Seeks to Tap Blackwood Law Firm as Bankruptcy Counsel ------------------------------------------------------------------ Turf Appeal, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to hire Blackwood Law Firm, PLLC, as its counsel to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Attorneys $400 Legal Assistants and Law Clerks $100 In addition, the firm will seek reimbursement for expenses incurred. Amanda Blackwood, Esq., an attorney at Blackwood Law Firm, disclosed in a court filing that her firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Amanda R. Blackwood, Esq. Blackwood Law Firm, PLLC 512 NW 12th Street Oklahoma City, OK 73103 Telephone: (405) 309-3600 Facsimile: (405) 378-4466 Email: amanda@blackwoodlawfirm.com About Turf Appeal, Inc. Turf Appeal is a lawn care company located in Oklahoma City. Turf Appeal, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-10590) on March 12, 2024, listing $324,921 in assets and $1,080,537 in liabilities. The petition was signed by Matt Doerr as owner/president. Judge Janice D. Loyd presides over the case. Amanda R. Blackwood, Esq. at BLACKWOOD LAW FIRM, PLLC represents the Debtor as counsel. ULTRA CLEAN: Moody's Rates Extended First Lien Bank Loans 'B1' -------------------------------------------------------------- Moody's Ratings affirmed Ultra Clean Holdings, Inc.'s Corporate Family Rating of B1 and Probability of Default Rating of B1-PD. Concurrently Moody's assigned a B1 rating to Ultra Clean's extended senior secured first lien bank credit facility, comprised of the Term Loan B due February 2028 and the Revolving Credit Facility due August 2027. The outlook remains stable, and Speculative Grade Liquidity (SGL) rating of SGL-1 remains unchanged. The affirmations and stable outlook reflect Moody's expectation that Ultra Clean will see modest mid-single digit sales growth in 2024 and more robust high-single to low-teen sales growth in 2025. This reflects an expectation of improving market dynamics in the semiconductor capital equipment (semicap) end market and resumed wafer fab equipment (WFE) spend. In the next 12-18 months, Moody's expects that Ultra Clean's earnings will benefit from sales growth and an improved cost structure following facility investments such that financial leverage (Moody's adjusted) will improve to below 3x. There is uncertainty around the timing and sustainability of revenue recovery, demand, and profitability expansion. But to the extent Ultra Clean is able to sustain revenue and margin such that leverage trends towards 2x, the credit profile would improve. Given low capital intensity, Moody's expects the company's Free Cash Flow (FCF) to debt (Moody's adjusted) will be in the mid single digit range in 2024 and the teens percentage in 2025. Ultra Clean's liquidity is supported by a sizable cash balance of around $307 million as of December 29, 2023 and a largely-available $150 million senior secured revolver. RATINGS RATIONALE Ultra Clean's B1 CFR is constrained by the cyclicality of the semicap end market and the high customer concentration with Lam Research and Applied Materials accounting for about 57.4% of revenues. The volatility of the financial results is relatively high. Since semiconductor firms have been reducing wafer fab equipment (WFE) spending due to weak chip demand, the company saw a steep decline in sales and EBITDA in 2023. As these conditions alleviate in the back half of 2024 and into 2025, Moody's expects the company to return to sales and EBITDA growth such that leverage will decrease to below 3x in the next 12-18 months. Supporting the CFR is the good competitive position in key product and service categories and secular trends supporting long-term growth potential. Ultra Clean also benefits from very good liquidity and low capital intensity, which generally enables consistent free cash flow generation even in periods of weak demand. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Ultra Clean grows revenue and profitability over cycles, and sustains and Moody's adjusted total leverage below 2.5x. The ratings could be downgraded if the company revenues or margins decline over cycles, or if Moody's adjusted total leverage is sustained above 3.5x. The ratings of the debt instruments reflect both Ultra Clean's probability of default rating of B1-PD and the loss given default assignments for the individual debt instruments. The B1 ratings for the Revolver and Term Loan, which is the same as the corporate family rating (CFR), reflects the single class of secured debt comprising the preponderance of debt in the capital structure. The principal methodology used in these ratings was Manufacturing published in September 2021. Ultra Clean designs and manufactures subsystems, and cleans and analyzes tool parts, primarily for semicap and semiconductor customers. The Products segment includes revenues from the sale of gas delivery systems, automation equipment, and subsystems that include wafer cleaning modules, chemical delivery modules, top-plate assemblies, frame assemblies, and process modules. The Services segment includes revenues from the sale of ultra-high purity outsourced process tool chamber parts cleaning and coating, tool part life extension and process tool part optimization solutions, and analytical verification of process tool chamber part cleaning effectiveness. UPHEALTH INC: Completes $180 Million Full Cash Sale of Cloudbreak ----------------------------------------------------------------- UpHealth, Inc. announced that it completed its previously announced sale of Cloudbreak Health, LLC, best known for its MarttiTM translation offering, to a newly formed entity controlled by GTCR LLC for $180 million in gross cash proceeds on March 15, 2024. The $180 million in gross proceeds will be used to pay all closing expenses including any potential liability for taxes on the sale and paying down the Company's debt, including all of the Company's $115 million 2026 Notes and a substantial portion of its $57.2 million 2025 Notes. "This transaction is one more critical milestone in the last three years of UpHealth, Inc.'s journey to focus the Company on its strategic core and most profitable businesses. This major restructuring includes so far, shutting down the non-profitable businesses that also presented challenging legal risks, as well as divesting and selling profitable businesses that did not have a good strategic fit to our mission. The sale announced today of Cloudbreak, and the sale of IGI in May 2023 in a $56 million cash deal, have together generated to the Company about $235 million of cash that has allowed us to significantly reduce the liabilities of the Company and enhance its business focus and the financial performance, all resulting in unlocking meaningful value to our stakeholders. Moving forward we will focus solely on the very important purposed behavioral health business as we enhance investments in the profitable TTC Healthcare operation" said Dr Avi Katz, Chairman of the Board of Directors. "The Cloudbreak sale transaction will significantly deleverage our balance sheet, stabilize our business and empower us to concentrate our resources on TTC Healthcare," said Martin Beck, Chief Executive Officer. "TTC is a profitable and cash-generating behavioral health business with an incredibly bright future and we look forward to working with our talented team to profitably scale and deliver high-quality care to more patients. We are proud to continue to increase our presence in the behavioral health sector which is one of the most critical healthcare verticals for all U.S. and global citizens, regardless of age, gender, sexual orientation, religion, nationality and ethnicity." TTC Healthcare currently provides its patients with a full continuum of evidence-based mental health and substance use disorder services in four facilities with 159 licensed beds in Florida. The business continues to show strong census growth, with an attractive payor mix, including the U.S. Department of Veterans Affairs. UpHealth will provide a detailed financial analysis of the financial impacts of the Cloudbreak sale on its balance sheet and income statement in our upcoming Annual Report on Form 10-K, expected to be filed before the end of the month. The proceeds of the Cloudbreak sale, after transaction-related fees and expenses, have been deposited into three escrow accounts: a Notes escrow ($139 million), a Tax escrow ($27 million) and a Working Capital escrow ($3 million). Funds in the Notes escrow will be released on approximately June 3, 2024, but no later than June 15, 2024, and will be used to satisfy in full, plus accrued interest, the Company's 2026 Notes and to repurchase approximately $20 million of the Company's 2025 Notes, plus accrued interest, leaving approximately $37 million of 2025 Notes outstanding, which will constitute the Company's entire long term debt. Funds in the Tax escrow will be used to satisfy the Company's 2024 tax liability and any funds not required for this purpose will be used to repurchase additional 2025 Notes. Funds in the Working Capital escrow will be used to satisfy any obligations of the Company resulting from a difference between Cloudbreak's targeted and actual working capital as of the closing of the transaction, and any funds not used for this purpose will also be used to repurchase additional 2025 Notes. About UpHealth UpHealth -- https://uphealthinc.com/ -- is a global digital health company that delivers digital-first technology, infrastructure, and services to dramatically improve how healthcare is delivered and managed. The UpHealth platform creates digitally enabled "care communities" that improve access and achieve better patient outcomes at lower cost, through digital health solutions and interoperability tools that serve patients wherever they are, in their native language. UpHealth's clients include health plans, healthcare providers and community-based organizations. UPHEALTH INC: Inks Employment Agreements With CEO, CFO ------------------------------------------------------ As disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed by UpHealth, Inc. with the U.S. Securities and Exchange Commission on November 21, 2023, on August 8, 2023, the Company entered into an Amended and Restated Employment Agreement with Martin S. A. Beck (the "Prior Agreement"), who at that time served as the Chief Financial Officer of the Company until the Board of Directors of the Company on October 5, 2023 appointed Beck to serve as the Chief Executive Officer of the Company, effective October 6, 2023. The Prior Agreement provided that Beck will receive a base salary at an annual rate of $400,000, subject to increase from time to time as determined by the Board or the Compensation Committee of the Board, as well as that he shall be eligible to receive an annual bonus of 75% of his base salary based on the Board's determination, in good faith, as to whether applicable performance milestones as are established by the Board or the Compensation Committee (hereinafter referred to as the "Performance Milestones") have been achieved. Under the terms of the Prior Agreement as previously disclosed by the Company, Beck was eligible to earn a one-time bonus payment of $400,000 less all applicable withholdings (the "Prior Earned Retention Bonus"), which was paid to Beck as an unearned advance in August 2023, and such Prior Earned Retention Bonus was deemed earned as of October 5, 2023. As an inducement to Beck's commencement of employment with the Company, the Board approved on October 20, 2021, upon the recommendation of the Compensation Committee, the grant of RSUs pursuant to and subject to the terms of the 2021 Equity Incentive Plan ("2021 Equity Plan"). The Prior Agreement terms provide for at will employment and the employment relationship may be terminated by either Beck or the Company at any time and for any reason or no reason. Furthermore, as disclosed in the Current Report on Form 8-K filed by the Company with the SEC on February 20, 2024, on February 13, 2024 (the "Grant Date"), the Board, upon the recommendation of the Compensation Committee, approved the grant to Beck under the 2021 Equity Plan of an option to purchase 1,300,000 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), at an exercise price per share of Common Stock equal to $0.385 (the "CEO Option"). The CEO Option is an "incentive stock option" to the maximum extent permitted by the Internal Revenue Code limits and is subject to the terms of the 2021 Equity Plan and its applicable form of option grant notice and agreement as previously disclosed by the Company (the "Option Agreement"). The Option Agreement provides that the CEO Option, which may only be exercised for vested shares, became vested and immediately exercisable on the Grant Date with respect to 650,000 of the shares subject to the CEO Option, and the remaining 650,000 shares will vest and become exercisable under the CEO Option in twelve equal quarterly installments over a three-year period with the initial vesting of such quarterly installments occurring on May 22, 2024, and each subsequent quarterly installment vesting on the following August 22, November 22, March 7 and May 22, with the CEO Option being fully vested and exercisable on March 7, 2027, subject to Beck's continued services with the Company through the applicable vesting dates; provided, that such quarterly vesting and exercisability of the CEO Option will accelerate in full upon the earlier to occur of (i) a Change in Control (as defined in the 2021 Equity Plan) which is not related to the closing of the transactions contemplated by the Membership Interests Purchase Agreement entered into on November 16, 2023 by and among the Company and its wholly-owned subsidiary, Cloudbreak Health, LLC, and Forest Buyer, LLC, an affiliate of GTCR LLC (the closing of such transactions, which occurred on March 15, 2024, constituting the "Sale of Cloudbreak"), or (ii) if the Common Stock is listed on a national securities exchange and the volume-weighted average price per share of the Common Stock over a consecutive 90 calendar day period is at least $1.00, in each case, with such acceleration subject to Beck remaining employed with the Company through the date of the applicable event set forth in (i) or (ii) above. On March 14, 2024, the Company and Beck entered into a Second Amended and Restated Employment Agreement between Beck and the Company that amends and restates in its entirety, and replaces, the Prior Agreement, effective as of October 5, 2023 (the "CEO Employment Agreement"), following approval by the Board upon the recommendation of the Compensation Committee, which approval by the Board delegated to the Compensation Committee the determination of the final terms of the written CEO Employment Agreement, which the Compensation Committee approved on March 6, 2024, subject to finalization of the provision with respect to the timing for when payment of the CEO Bonus for calendar year 2023 would occur, which authority to give approval of such provision was delegated to the Chairman of the Compensation Committee, and such approval was provided on March 14, 2024, following which the CEO Employment Agreement was executed by the parties. The CEO Employment Agreement provides that Beck will receive a base salary at an annual rate of $425,000, commencing January 1, 2024, subject to increase from time to time as determined by the Board or the Compensation Committee, as well as that he shall be eligible to receive an annual bonus of 100% of his base salary (the "CEO Bonus") based on the Board's determination, in good faith, as to whether applicable Performance Milestones have been achieved. For calendar year 2023, the target amount of the CEO Bonus is $330,136.99 and the CEO Bonus will be paid to Beck during the 2024 calendar year at the same time that the Company pays 2023 annual performance bonuses to other employees of the Company. The CEO Employment Agreement further provides that Beck may be awarded an additional bonus for performance determined solely by the Board in its discretion, and any such determination will be final and binding on Beck. The CEO Employment Agreement provides that Beck will be eligible to earn a one-time bonus payment of $187,000, less all applicable withholdings (the "Supplemental CEO Retention Bonus"), subject to Beck's continued employment through June 1, 2024 (the "CEO Retention Date"). If earned, the Supplemental Retention Bonus will be paid to Beck on the first regular payroll date following the CEO Retention Date. In addition, in the event that Beck's employment with the Company ends due to a Qualified Termination prior to the CEO Retention Date, then, subject to his execution of an executed waiver and release of claims in a form satisfactory to the Company (hereafter, a "Release"), the Supplemental CEO Retention Bonus shall be paid to Beck on the first regular payroll date following the effectiveness of the Release. For purposes of the Supplemental CEO Retention Bonus, a "Qualified Termination" is an involuntary termination that is initiated by the Company without Cause and that is not due to death or "Complete Disability" (as such term is defined in the CEO Employment Agreement). In addition, Beck will receive a one-time deal-based bonus payment of $300,000 (the "Deal-Based Bonus"), less all applicable withholdings, which pursuant to the terms of the CEO Employment Agreement was eligible to be earned upon the completion of Sale of Cloudbreak and subject to Beck's continued employment with the Company through the date thereof. The Deal-Based Bonus will be paid to Beck on the first regular payroll date following the closing date of the Sale of Cloudbreak. The CEO Employment Agreement also amends certain terms applicable to performance bonuses, which Beck shall continue to be eligible to earn in the aggregate target amount of $1,000,000 based on the Company's performance during the 2023, 2024 and 2025 fiscal years (together, such fiscal years are the "Performance Period"), to provide that whether and to what extent the applicable targeted level of revenue was achieved for fiscal year 2023 will be determined by the Board in a manner such that the calculation of revenue for 2023 includes all revenue of the Company's U.S. based operations, including those of UpHealth Holdings, Inc. and its subsidiaries and affiliates (without regard to whether such entities are deconsolidated and as a result the revenue of such entities is not reported the Company's annual audited financial statements), and that beginning in fiscal year 2024, whether and to what extent the applicable targeted level of revenue is achieved for such fiscal year will be determined by the Board in a manner consistent with the revenue amounts reported in the Company's annual audited financial statements. In addition, the CEO Employment Agreement modifies the definition of "Change in Control" applicable to Beck's employment agreement as previously disclosed by the Company (a) to include any transaction that results in a "Fundamental Change" under the applicable indenture (as supplemented or otherwise modified from time to time) governing the Company's Variable Rate Convertible Senior Secured Notes due 2025 or the Company's 6.25% Convertible Senior Notes due 2026, and (b) to clarify that, except where expressly stated otherwise, the Sale of Cloudbreak constitutes a Change in Control under the CEO Employment Agreement. The CEO Employment Agreement also provides that, during the term of Beck's employment, the Company will continue to sponsor and provide to Beck group and supplemental health and benefit plans that provide not substantially less than the same coverage and benefit levels as were in effect on the date of the CEO Employment Agreement (a "Comparable Plan"). Furthermore, the CEO Employment Agreement amends certain terms of Beck's severance compensation as previously disclosed by the Company, such that, in the event Beck's employment is terminated (a) by the Company without Cause or by Beck for Good Reason or due to a Qualifying Resignation and other than in connection with a Change in Control or (b) by the Company without Cause or by Beck for Good Reason or due to a Qualifying Resignation within the period commencing 3 months immediately prior to a Change in Control of the Company and ending 12 months immediately following a Change in Control of the Company (a "Change in Control Trigger"), or Beck terminates his employment for any or no reason within 30 days following a Change in Control of the Company, then (1) the Company shall pay as a lump sum to Beck any Accrued Amounts (as defined in the CEO Employment Agreement) subject to standard deductions and withholdings, no later than 15 days after the date of Beck's termination, (2) the Company shall pay as a lump sum to Beck the equivalent of one and a half times his annual base salary in effect at the time of termination, less standard deductions and withholdings, with such payment to made on the first regular payroll date following the effectiveness of the Release, subject to any delay in payment required for purposes of compliance with Section 409A of the Internal Revenue Code, (3) subject to Beck's timely election for continued coverage under the Company's medical, dental, life and disability insurance, the Company shall pay the health insurance premiums of Beck and his qualifying family members until the earlier of either (A) the date that is 18 months following the date of Beck's termination or (B) the date on which Beck begins full-time employment with another company or business entity which offers comparable health insurance coverage to Beck, provided, that if the Company ceases to sponsor and/or provide a Comparable Plan during such 18-month period, then in lieu of or in addition to providing the continued coverage, the Company will pay to Beck a taxable cash payment in a single lump sum in such amount that Beck shall retain on a net after-tax withholding basis a sufficient amount to purchase a policy substantially similar to a Comparable Plan for himself and his qualifying family members for the remainder of such 18-month period, and (4) Beck may also be entitled to receive the Supplemental CEO Retention Bonus and the Deal-Based Bonus, subject to the terms and conditions applicable to such bonuses as set forth in the CEO Employment Agreement. Under the terms of the CEO Employment Agreement, to the extent that Beck terminates his employment other than for Good Reason by giving 60 days' written notice to the Company and the Company elects to accelerate the date of Beck's termination to a date that is earlier than the end of such 60-day notice period pursuant to the terms of the CEO Employment Agreement, Beck shall be entitled to receive all salary, benefits, payments and continued vesting of outstanding equity awards to the same extent as if Beck had been permitted to remain employed through the end of the CEO Notice Period. The CEO Employment Agreement further provides that if Beck's employment with the Company is terminated for any reason, Beck or his estate, as applicable, shall be entitled to receive any earned but unpaid amounts of the Supplemental CEO Retention Bonus and Deal-Based Bonus (if any). The CEO Employment Agreement also amends the definition of "Retention Date" applicable to any Qualifying Resignation (as defined in the CEO Employment Agreement) by Beck, to be the earlier of (i) April 15, 2024 or (ii) the applicable date of filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The CEO Employment Agreement does not provide for any scheduled resignation by Beck. The CEO Employment Agreement does not make any other substantive changes to the terms and conditions of the Prior Agreement as previously disclosed by the Company, and to the extent such terms and conditions have been previously stated in the Company's Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K or Current Reports on Form 8-K, such descriptions are incorporated herein by reference. The foregoing summary of the terms of the CEO Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the CEO Employment Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report"), and the terms of which are incorporated herein by reference. Employment Agreement with Chief Financial Officer Similarly, as disclosed in the Current Report on Form 8-K filed by the Company with the SEC on October 11, 2023, on October 9, 2023, the Board determined that Beck would no longer serve as the Company's Chief Financial Officer and appointed Jay Jennings, who at that time served as the Company's Chief Accounting Officer (which role did not make Jennings the principal accounting officer of the Company as Beck has previously served as both the principal financial officer and the principal accounting officer), to replace Beck as the Chief Financial Officer of the Company, effective immediately, and assume the position of both the principal financial officer and the principal accounting officer of the Company. As further disclosed in the October 11 Current Report, Jennings was not party to any employment agreement with the Company and there were no changes to the compensation that Jennings had been receiving as an employee of the Company while serving as its Chief Accounting Officer in connection with his new role as Chief Financial Officer, at that time. Furthermore, as disclosed in the October 11 Current Report, the terms of Jennings' employment with the Company provide that he is eligible to receive awards of restricted stock units ("RSUs"), pursuant to and subject to the terms of the 2021 Equity Plan. In connection with Jennings' employment with the Company, the Board previously approved, upon the recommendation of the Compensation Committee of the Board, the grant of RSUs to Jennings, pursuant to and subject to the terms of the Plan, in the total amount of 28,952 RSUs (as adjusted for the Company's reverse stock split effected December 8, 2022), consisting of: (i) 25,452 RSUs awarded during the fiscal years 2021 and 2022 which are eligible to vest subject to Jennings's continued provision of services to the Company (the "Time-Based RSUs"), and (ii) 3,500 RSUs awarded during the fiscal year 2022 which are eligible to vest subject to the attainment of certain performance-based metrics established by the Compensation Committee and Jennings' continued services as specified by the Compensation Committee and set forth the applicable restricted stock unit agreement for the award (the "Performance-Based RSUs"). On March 14, 2024, the Company and Jennings entered into an Employment Agreement for his role as the Chief Financial Officer of the Company, effective as of January 1, 2024 (the "CFO Employment Agreement"), following approval by the Board upon the recommendation of the Compensation Committee, which approval by the Board delegated to the Compensation Committee the determination of the final terms of the written CFO Employment Agreement, which the Compensation Committee approved on March 6, 2024, subject to finalization of the provision with respect to the timing for when payment of the CFO Bonus for calendar year 2023 would occur, which authority to give approval of such provision was delegated to the Chairman of the Compensation Committee, and such approval was provided on March 14, 2024, following which the CFO Employment Agreement was executed by the parties. As provided for in the CFO Employment Agreement, Jennings shall continue to report to the Chief Executive Officer of the Company. Under the terms of the CFO Employment Agreement, the Company shall pay Jennings a base salary at an annual rate of $375,000, subject to standard deductions and withholdings, or such other rate as may be determined from time to time by the Board or the Compensation Committee (hereinafter referred to as the "CFO Base Salary"). Such CFO Base Salary shall be paid in accordance with the Company's standard payroll practice. The CFO Base Salary shall be retroactive to January 1, 2024, and will be reviewed annually and Jennings shall be eligible to receive a salary increase annually, during the compensation cycle, in an amount to be determined by the Board or the Compensation Committee in its sole and exclusive discretion. Once adjusted, the new salary shall become the CFO Base Salary for purposes of the CFO Employment Agreement. Any material reduction in the CFO Base Salary of Jennings, without his written consent, may be deemed grounds for resignation by him for CFO Good Reason (as such term is defined below). Jennings shall, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any executive benefit plan or arrangement which may be in effect from time to time and made available to the Company's executives or key management employees, including unlimited paid time off subject to the terms and conditions of the Company's PTO Policy. The CFO Employment Agreement also provides that, during the term of Jennings's employment, the Company will continue to sponsor and provide to Jennings group and supplemental health and benefit plans that constitute a Comparable Plan. Jennings shall be eligible for an annual discretionary bonus (hereinafter referred to as the "CFO Bonus") with a target amount of 75% of the CFO Base Salary, subject to standard deductions and withholdings, based on the Board's determination, in good faith, as to whether Performance Milestones have been achieved. For calendar year 2023, the target amount of the CFO Bonus shall be $148,810.43. The Performance Milestones for Jennings will be based on certain factors including, but not limited to, Jennings's performance and the Company's performance and shall be consistent with the methodology for other C-suite executives. The CFO Bonus target will be reviewed annually and may be adjusted by the Board or the Compensation Committee in its discretion. Jennings must be employed on the date the CFO Bonus is paid to be eligible for the CFO Bonus, subject to the termination provisions thereof. The CFO Bonus shall be paid during the calendar year following the performance calendar year, provided, that the CFO Bonus for calendar year 2023 shall be paid at the same time that the Company pays 2023 annual performance bonuses to other employees of the Company. The CFO Employment Agreement provides that the equity awards previously granted to Jennings as described above shall continue to be governed by their applicable terms and conditions. In addition, Jennings will continue to be eligible to earn performance bonuses (each, a "CFO Revenue Bonus") in the aggregate target amount of $125,000 based on the Company's performance during the 2023, 2024 and 2025 fiscal years (together, such fiscal years are the "Performance Period"), as previously disclosed in the October 11 Current Report. Jennings is eligible to earn a performance bonus with respect to each fiscal year in the Performance Period (each a "Revenue Bonus"). His target Revenue Bonus amount applicable to each fiscal year within the Performance Period is $41,666.67. The amount of Revenue Bonus eligible to be earned by Jennings for each fiscal year during the Performance Period will be determined based on the applicable level of revenue received by the Company during such fiscal year. The applicable percentage of his Revenue Bonus that is eligible to be earned for each fiscal year within the Performance Period will be determined by reference to the Company's level of revenue received for the applicable fiscal year as measured against the target revenue performance levels for such fiscal year as determined by the Board; with 100% of the target Revenue Bonus for a fiscal year being paid in the event that the targeted level of revenue is achieved by the Company. There are additional target levels at which 85% of the target Revenue Bonus for a fiscal year will be paid in the event that a specified targeted level of revenue is achieved by the Company (the "threshold targeted level"), and up to 125% of the target Revenue Bonus for a fiscal year will be paid in the event that another specified targeted level of revenue is achieved by the Company (the "stretch targeted level"), and linear interpolation between these designated performance levels. The threshold and stretch targeted levels of revenue for each fiscal year within the Performance Period are independent for each fiscal year (i.e., if the threshold targeted levels of revenue for a fiscal year is attained for such fiscal year and the interpolated targeted level of revenue for another fiscal year at the 110% of target Revenue Bonus level is attained for such other fiscal year, with respect to those fiscal years, the Revenue Bonus amounts eligible to be earned are $35,416.67 and $45,833.33, respectively). If the Company does not meet the targeted threshold level goal of revenue for an applicable fiscal year, Jennings is not eligible to earn or receive any Revenue Bonus with respect to such fiscal year. If the Company exceeds the stretch targeted level goal of revenue for an applicable fiscal year, the Revenue Bonus that Jennings is eligible to earn and receive for such fiscal year is 125% of the Revenue Bonus for such fiscal year (i.e., $52,083.33). Whether and to what extent the applicable targeted level of revenue for a fiscal year was attained for such fiscal year will be determined by the Board in a manner consistent with the amounts reported on the Company's annual audited financial statements, and its determination will be final and binding on Jennings. In all cases, Jennings's eligibility to earn a Revenue Bonus for a fiscal year is subject to Jennings's continued employment with the Company through the applicable date of payment of such Revenue Bonus. If a Revenue Bonus is eligible to be earned by Jennings for a fiscal year based on performance for such fiscal year, the applicable Revenue Bonus for such fiscal year will be paid to Jennings in the calendar year immediately following the fiscal year with respect to which the targeted levels of revenue were attained and no later than March 15 of the calendar year immediately following the fiscal year with respect to which the targeted level of revenue was attained. Jennings will not be eligible to earn any Revenue Bonus with respect to any fiscal year that commences following a change in control transaction. In the event there is a Change in Control (as such term is defined in the CFO Employment Agreement) of the Company which occurs prior to the end of the Performance Period, and subject to Jennings's continued employment with the Company through the date of such Change in Control, the targeted level of revenue for the remainder of the Performance Period (commencing with the fiscal year in which such Change in Control occurs) will be deemed to have been attained at the target level upon such Change in Control so that Jennings will instead be entitled to receive the target amount of Revenue Bonus for the remainder of the Performance Period, which will be paid in cash to Jennings no later than fifteen days following such change in control. For example, if a Change in Control (as such term is defined in the CFO Employment Agreement) occurs on June 1, 2024 and Jennings remains employed by the Company on such date, then Jennings will receive a total Revenue Bonus equal to $41,666.67 for the 2024 fiscal year, regardless of the Company's actual level of attainment of the targeted level of revenue for the 2024 fiscal year; however, Jennings will not be eligible to receive any Revenue Bonus with respect to the 2025 fiscal year. The Company may, in its sole discretion, settle its obligation to pay the Revenue Bonus in cash or in vested shares of the Company's common stock, to be issued pursuant to the terms of the 2021 Equity Plan, with a then current fair market value equal to the amount of the cash payment, with such Company share value determined by reference to the closing price of the Company's stock on the last trading day immediately preceding the date of issuance of such shares, or in any combination of cash or issued Company shares. The CFO Employment Agreement also provides that Jennings will be eligible to earn a one-time bonus payment of $205,000, less applicable withholdings (the "CFO Retention Bonus"), subject to Jennings' continued employment with the Company through June 1, 2024 (the "CFO Retention Date"). If earned, the CFO Retention Bonus will be paid to Jennings on the first regular payroll date following the CFO Retention Date. In addition, in the event that Jennings's employment with the Company ends due to a Qualified Termination prior to the CFO Retention Date, then, subject to his execution of a Release, the CFO Retention Bonus shall be paid to Jennings on the first regular payroll date following the effectiveness of the Release. Jennings's employment with the Company is "at will" and is terminable by the Company at any time and for any reason or no reason, including as a result of his death or "Complete Disability" (as such term is defined in the CFO Employment Agreement), and with or without CFO Cause (as such term is defined below). Jennings may terminate his employment with the Company at any time and for any reason or no reason, including with or without CFO Good Reason. About UpHealth UpHealth -- https://uphealthinc.com/ -- is a global digital health company that delivers digital-first technology, infrastructure, and services to dramatically improve how healthcare is delivered and managed. The UpHealth platform creates digitally enabled "care communities" that improve access and achieve better patient outcomes at lower cost, through digital health solutions and interoperability tools that serve patients wherever they are, in their native language. UpHealth's clients include health plans, healthcare providers and community-based organizations. WELLPATH HOLDINGS: $110MM Bank Debt Trades at 40% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Wellpath Holdings Inc is a borrower were trading in the secondary market around 59.6 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $110 million facility is a Term loan that is scheduled to mature on October 1, 2026. The amount is fully drawn and outstanding. Wellpath, headquartered in Nashville, Tennessee, provides medical, dental, and behavioral health services to patients in local detention facilities, federal and state prisons and behavioral healthcare facilities. Wellpath is privately owned by H.I.G. Capital. WELLPATH HOLDINGS: $500MM Bank Debt Trades at 21% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Wellpath Holdings Inc is a borrower were trading in the secondary market around 79.4 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $500 million facility is a Term loan that is scheduled to mature on October 1, 2025. The amount is fully drawn and outstanding. Wellpath Holdings, headquartered in Nashville, Tennessee, provides medical, dental, and behavioral health services to patients in local detention facilities, federal and state prisons and behavioral healthcare facilities. Wellpath is privately owned by H.I.G. Capital. WEWORK INC: Delays Filing of Annual Report for Year Ended Dec. 31 ----------------------------------------------------------------- WeWork Inc. filed a Form 12b-25 with the U.S. Securities and Exchange Commission notifying that the Company is unable to file its 2023 Form 10-K for the fiscal year ended December 31, 2023, within the prescribed period without unreasonable effort or expense. According to the Company, it has determined that it is unable to file its Form 10-K within the prescribed time period without unreasonable effort or expense due to the resignation of the registrant's independent registered public accounting firm on November 9, 2023. The registrant is in the process of engaging a new independent registered public accounting firm, but until a new firm is engaged and the audit is performed, the filing of the Form 10-K will be delayed, which delay could not be eliminated by the registrant without unreasonable effort and expense. About WeWork Inc. New York, NY-based WeWork Inc. is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6, 2023. In its petition, WeWork Inc. reported $19 billion of liabilities and $15 billion of assets. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; PJT Partners LP as investment banker; and McManimon, Scotland & Baumann, LLC as local counsel. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP as legal counsel and Houlihan Lokey Capital as financial advisor. The Ad Hoc Group of First Lien and Second Lien Lenders is represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig LLP (Alan Brody) as legal counsel and Ducera Partners LLC as financial advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. WINDSOR TERRACE: Plan Exclusivity Period Extended to April 20 ------------------------------------------------------------- Judge Victoria S. Kaufman of the U.S. Bankruptcy Court for the Central District of California extended Windsor Terrace Healthcare, LLC, and its Affiliated Debtors' exclusive periods to file their plan of reorganization, and solicit acceptances thereof to April 20 and August 20, 2024, respectively. As shared by Troubled Company Reporter, the Debtors claim that they have diligently and successfully worked toward transitioning into chapter 11 and achieving their restructuring goals in these cases. The Debtors stated that they have engaged and continue to engage in discussions with the Official Committee of Unsecured Creditors and other parties regarding the potential terms of a plan of reorganization. The Debtors explained, however, that given the large number of cases, the large number of creditors and other constituents in the cases, and the complexities of negotiating and formulating a comprehensive plan that addresses the large number of cases and creditor claims (many of which will be disputed and unliquidated) and to finalize the complicated analysis regarding substantive consolidation, they require additional time to develop the structure and terms of a plan in conjunction with their secured creditors, the Committee and other parties in interest in these cases, and then to prepare the actual plan of reorganization, the related disclosure statement and accompanying documents. Windsor Terrace Healthcare, LLC and its affiliates are represented by: Ron Bender, Esq. Monica Y. Kim, Esq. Juliet Y. Oh, Esq. Robert M. Carrasco, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 E-mail: rb@lnbyg.com myk@lnbyg.com jyo@lnbyg.com rmc@lnbyg.com About Windsor Terrace Healthcare Windsor Terrace Healthcare, LLC and its affiliates are primarily engaged in the businesses of owning and operating skilled nursing facilities throughout the State of California. Collectively, the Debtors own and operate 16 skilled nursing facilities, which provide 24 hour, seven days a week and 365 days a year care to patients who reside at those facilities. In addition to the 16 skilled nursing facilities, the Debtors own and operate one 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). The Debtors do not own any of the real property upon which the facilities are located. Windsor Terrace Healthcare and 18 affiliates filed Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 23-11200) on Aug. 23, 2023. Two more affiliates, Windsor Sacramento Estates, LLC and Windsor Hayward Estates, LLC, filed Chapter 11 petitions on Sept. 29. At the time of the filing, Windsor Terrace Healthcare disclosed up to $10 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the cases. The Debtors tapped Levene, Neale, Bender, Yoo, and Golubchik, LLP as bankruptcy counsel; Hooper, Lundy & Bookman, P.C. and Hanson Bridgett, LLP as special counsels; and Province, LLC as financial advisor. Stretto, Inc. is the Debtor's claims, noticing and solicitation agent. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Troutman Pepper Hamilton Sanders, LLP is the Debtors' legal counsel. Jacob Nathan Rubin, the patient care ombudsman, is represented by RHM Law, LLP. WOMEN'S CARE HOLDINGS: $120MM Bank Debt Trades at 17% Discount -------------------------------------------------------------- Participations in a syndicated loan under which Women's Care Holdings Inc is a borrower were trading in the secondary market around 82.6 cents-on-the-dollar during the week ended Friday, March 22, 2024, according to Bloomberg's Evaluated Pricing service data. The $120 million facility is a Term loan that is scheduled to mature on January 15, 2029. The amount is fully drawn and outstanding. Headquartered in Tampa, Florida, Women's Care is a provider of a variety of women's health services, including obstetrics and gynecology, fertility care and genetic counseling, among others. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- 99 ACQUISITION G NNAGU US 77.1 (2.2) 0.4 AEMETIS INC AMTX US 243.4 (217.0) (48.0) AEON BIOPHARMA I AEON US 17.6 (121.7) 2.7 ALNYLAM PHARMACE ALNY US 3,829.9 (220.6) 2,014.9 ALTRIA GROUP INC MO US 38,570.0 (3,490.0) (5,734.0) AMC ENTERTAINMEN AMC US 9,009.2 (1,847.9) (429.3) AMC ENTERTAINMEN AMCE AV 9,009.2 (1,847.9) (429.3) AMERICAN AIRLINE AAL US 63,058.0 (5,202.0) (8,490.0) AON PLC-CLASS A AON US 33,959.0 (742.0) 53.0 APPLIED THERAPEU APLT US 54.8 (17.1) (16.8) AQUESTIVE THERAP AQST US 57.4 (106.5) 22.7 ARMATA PHARMACEU ARMP US 98.4 (32.1) 2.7 AULT DISRUPTIVE ADRT/U U 2.5 (3.0) (1.8) AUTOZONE INC AZO US 16,717.7 (4,837.3) (1,615.6) AVIS BUDGET GROU CAR US 32,569.0 (343.0) (520.0) BATH & BODY WORK BBWI US 5,463.0 (1,626.0) 826.0 BAUSCH HEALTH CO BHC US 27,350.0 (82.0) 1,294.0 BAUSCH HEALTH CO BHC CN 27,350.0 (82.0) 1,294.0 BELLRING BRANDS BRBR US 715.5 (286.9) 302.3 BEYOND MEAT INC BYND US 774.4 (513.4) 298.5 BIOCRYST PHARM BCRX US 517.0 (455.5) 346.0 BIOTE CORP-A BTMD US 155.3 (36.5) 100.1 BOEING CO/THE BA US 137,012.0 (17,228.0) 13,448.0 BOMBARDIER INC-A BBD/A CN 12,458.0 (2,404.0) (4.0) BOMBARDIER INC-A BDRAF US 12,458.0 (2,404.0) (4.0) BOMBARDIER INC-B BBD/B CN 12,458.0 (2,404.0) (4.0) BOMBARDIER INC-B BDRBF US 12,458.0 (2,404.0) (4.0) BOOKING HOLDINGS BKNG US 24,342.0 (2,744.0) 3,704.0 BRIDGEBIO PHARMA BBIO US 546.4 (1,342.5) 333.7 BRIDGEMARQ REAL BRE CN 68.2 (52.9) 8.3 BRINKER INTL EAT US 2,510.7 (109.5) (378.7) CALETHOS INC BUUZ US 2.6 (3.4) (4.9) CALUMET SPECIALT CLMT US 2,751.3 (244.7) (318.0) CARDINAL HEALTH CAH US 46,573.0 (3,447.0) (628.0) CARVANA CO CVNA US 7,071.0 (384.0) 1,785.0 CEDAR FAIR LP FUN US 2,240.5 (583.0) (193.9) CHENIERE ENERGY CQP US 18,102.0 (784.0) 15.0 CINEPLEX INC CGX CN 2,271.5 (39.4) (219.5) CINEPLEX INC CPXGF US 2,271.5 (39.4) (219.5) COMMUNITY HEALTH CYH US 14,455.0 (824.0) 1,066.0 COMPOSECURE IN-A CMPO US 201.0 (205.8) 98.5 CONDUIT PHARMACE CDT US 12.0 (1.1) 5.8 CONSENSUS CLOUD CCSI US 647.3 (176.1) 53.9 COOPER-STANDARD CPS US 1,872.3 (89.7) 247.3 CORBUS PHARMACEU CRBP US 28.3 (6.9) (8.3) CORE SCIENTIFIC CORZ US 712.2 (596.9) (391.4) CORNER GROWTH AC COOLU US 4.7 (4.6) (3.5) CORNER GROWTH AC COOL US 4.7 (4.6) (3.5) CPI CARD GROUP I PMTS US 293.7 (51.9) 115.9 CYTOKINETICS INC CYTK US 824.3 (386.3) 525.4 DELEK LOGISTICS DKL US 1,642.2 (161.9) (14.3) DELL TECHN-C DELL US 82,089.0 (2,309.0) (12,547.0) DENNY'S CORP DENN US 464.8 (62.7) (59.3) DIGITALOCEAN HOL DOCN US 1,461.0 (313.7) 310.3 DINE BRANDS GLOB DIN US 1,740.3 (251.0) (102.7) DOMINO'S PIZZA DPZ US 1,674.9 (4,070.4) 269.9 DOMO INC- CL B DOMO US 225.7 (153.5) (84.1) DROPBOX INC-A DBX US 2,983.5 (165.8) 315.1 EMBECTA CORP EMBC US 1,217.8 (793.5) 392.9 ETSY INC ETSY US 2,685.4 (543.7) 859.7 EVOLUS INC EOLS US 189.0 (20.7) 64.1 FAIR ISAAC CORP FICO US 1,593.5 (725.8) 132.2 FAT BRANDS I-CLB FATBB US 1,388.2 (255.9) (155.6) FAT BRANDS-CL A FAT US 1,388.2 (255.9) (155.6) FENNEC PHARMACEU FRX CN 26.9 (11.6) 17.3 FENNEC PHARMACEU FENC US 26.9 (11.6) 17.3 FERRELLGAS PAR-B FGPRB US 1,621.0 (193.3) 215.7 FERRELLGAS-LP FGPR US 1,621.0 (193.3) 215.7 FG ACQUISITION-A FGAA/U C 3.6 (17.0) (5.1) FIBROBIOLOGICS I FBLG US 4.8 (4.0) (4.4) FOGHORN THERAPEU FHTX US 285.9 (77.2) 181.7 FORTINET INC FTNT US 7,258.9 (463.4) 709.3 GCM GROSVENOR-A GCMG US 504.9 (111.2) 110.3 GRINDR INC GRND US 444.6 (18.3) 11.1 GROUPON INC GRPN US 571.0 (40.3) (113.6) H&R BLOCK INC HRB US 2,776.3 (772.7) 153.3 HCM ACQUISITI-A HCMA US 295.2 276.9 1.0 HCM ACQUISITION HCMAU US 295.2 276.9 1.0 HERBALIFE LTD HLF US 2,809.4 (1,060.3) 121.7 HILTON WORLDWIDE HLT US 15,401.0 (2,347.0) (1,108.0) HP INC HPQ US 35,846.0 (1,640.0) (6,999.0) IMMUNITYBIO INC IBRX US 504.5 (585.9) 235.8 INSMED INC INSM US 1,329.8 (331.9) 703.4 INSPIRED ENTERTA INSE US 304.7 (72.5) 55.5 INTUITIVE MACHIN LUNR US 85.9 (53.4) (51.8) IRONWOOD PHARMAC IRWD US 471.1 (346.3) (42.8) JACK IN THE BOX JACK US 2,887.3 (708.2) (238.0) LESLIE'S INC LESL US 998.5 (198.6) 187.5 LINDBLAD EXPEDIT LIND US 831.3 (113.8) (74.7) LOWE'S COS INC LOW US 41,795.0 (15,050.0) 3,503.0 LUMINE GROUP INC LMN CN 1,147.8 (3,843.1) (4,352.2) LUMINE GROUP INC LMGIF US 1,147.8 (3,843.1) (4,352.2) MADISON SQUARE G MSGS US 1,368.4 (339.2) (344.8) MADISON SQUARE G MSGE US 1,420.3 (102.0) (287.8) MANNKIND CORP MNKD US 475.2 (246.2) 269.3 MARBLEGATE ACQ-A GATE US 8.2 (12.3) (0.3) MARBLEGATE ACQUI GATEU US 8.2 (12.3) (0.3) MARRIOTT INTL-A MAR US 25,674.0 (682.0) (4,451.0) MATCH GROUP INC MTCH US 4,507.9 (19.1) 739.5 MBIA INC MBI US 2,606.0 (1,647.0) - MCDONALDS CORP MCD US 56,146.8 (4,706.7) 1,127.4 MCKESSON CORP MCK US 66,512.0 (1,682.0) (4,021.0) MEDIAALPHA INC-A MAX US 153.9 (94.4) (5.1) METTLER-TOLEDO MTD US 3,355.6 (149.9) 49.1 MSCI INC MSCI US 5,518.2 (739.8) (98.9) NATHANS FAMOUS NATH US 42.9 (35.0) 21.1 NEW ENG RLTY-LP NEN US 386.2 (64.7) - NIOCORP DEVELOPM NB CN 24.1 (5.6) (14.0) NOVAGOLD RES NG CN 133.3 (8.2) 123.3 NOVAVAX INC NVAX US 1,797.5 (716.9) (491.2) NUTANIX INC - A NTNX US 2,729.5 (611.7) 917.6 O'REILLY AUTOMOT ORLY US 13,873.0 (1,739.3) (2,103.1) OCEAN BIOMEDICAL OCEA US 20.9 (8.4) (24.5) OMEROS CORP OMER US 493.1 (14.0) 204.2 ORGANON & CO OGN US 12,058.0 (70.0) 1,590.0 OTIS WORLDWI OTIS US 10,117.0 (4,720.0) (79.0) OUTLOOK THERAPEU OTLK US 21.7 (24.3) (25.6) PAPA JOHN'S INTL PZZA US 875.0 (442.8) (73.6) PELOTON INTERA-A PTON US 2,569.4 (499.3) 733.1 PHATHOM PHARMACE PHAT US 413.8 (72.8) 358.7 PHILIP MORRIS IN PM US 65,304.0 (9,446.0) (6,628.0) PITNEY BOWES INC PBI US 4,272.2 (368.6) (38.5) PLANET FITNESS-A PLNT US 2,969.7 (119.0) 220.5 PORCH GROUP INC PRCH US 899.4 (35.7) 18.9 PRAIRIE OPERATIN PROP US 40.1 (64.0) (4.0) PROS HOLDINGS IN PRO US 421.8 (77.9) 37.3 PTC THERAPEUTICS PTCT US 1,895.7 (818.6) 615.5 RAPID7 INC RPD US 1,505.3 (118.2) 64.7 RE/MAX HOLDINGS RMAX US 577.2 (76.1) 27.2 REALREAL INC/THE REAL US 446.9 (303.3) 47.1 RED ROBIN GOURME RRGB US 741.9 (20.4) (94.6) REVANCE THERAPEU RVNC US 478.5 (151.6) 249.6 RH RH US 4,240.6 (333.2) 351.9 RIMINI STREET IN RMNI US 393.8 (39.5) (47.7) RINGCENTRAL IN-A RNG US 1,944.9 (303.1) 216.1 RMG ACQUISITION RMGCU US 7.0 (11.0) (7.5) RMG ACQUISITION RMGC US 7.0 (11.0) (7.5) SBA COMM CORP SBAC US 10,178.4 (5,135.8) (879.0) SCOTTS MIRACLE SMG US 3,716.1 (385.4) 917.3 SEAGATE TECHNOLO STX US 7,149.0 (1,814.0) 99.0 SIRIUS XM HOLDIN SIRI US 10,374.0 (2,565.0) (1,955.0) SIX FLAGS ENTERT SIX US 2,711.5 (377.0) (334.8) SLEEP NUMBER COR SNBR US 950.9 (441.9) (729.9) SOLARMAX TECHNOL SMXT US 97.1 (5.2) (25.2) SONIDA SENIOR LI SNDA US 629.1 (56.5) (86.8) SPARK I ACQUISIT SPKLU US 1.2 (3.0) (4.0) SPARK I ACQUISIT SPKL US 1.2 (3.0) (4.0) SPIRIT AEROSYS-A SPR US 6,950.1 (495.9) 1,553.5 SQUARESPACE IN-A SQSP US 921.8 (260.4) (175.6) STARBUCKS CORP SBUX US 29,179.7 (8,608.9) (2,826.1) SYMBOTIC INC SYM US 1,324.3 171.9 161.2 SYNDAX PHARMACEU SNDX US 612.9 (348.2) 522.8 TELOMIR PHARMACE TELO US 5.3 2.2 (2.9) TORRID HOLDINGS CURV US 509.5 (209.2) (36.1) TRANSAT A.T. TRZ CN 2,786.1 (840.2) (209.0) TRANSAT A.T. TRZBF US 2,786.1 (840.2) (209.0) TRANSDIGM GROUP TDG US 20,685.0 (3,506.0) 5,578.0 TRAVEL + LEISURE TNL US 6,738.0 (917.0) 679.0 TRINSEO PLC TSE US 3,029.2 (268.0) 521.5 TRIUMPH GROUP TGI US 1,676.6 (670.3) 579.8 TRULEUM INC TRLM US 2.0 (2.3) (2.9) UBIQUITI INC UI US 1,334.9 (15.7) 817.9 UNISYS CORP UIS US 1,965.4 (138.4) 320.1 UNITED PARKS & R PRKS US 2,625.0 (208.2) (20.7) UNITI GROUP INC UNIT US 5,025.1 (2,484.1) - UROGEN PHARMA LT URGN US 178.3 (65.2) 138.0 VECTOR GROUP LTD VGR US 934.1 (741.8) 364.7 VERISIGN INC VRSN US 1,749.0 (1,581.0) (200.2) WAYFAIR INC- A W US 3,474.0 (2,707.0) (328.0) WINGSTOP INC WING US 377.8 (457.4) 73.3 WINMARK CORP WINA US 29.0 (59.2) 6.3 WORKIVA INC WK US 1,218.9 (89.4) 524.4 WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3) WYNN RESORTS LTD WYNN US 13,996.2 (1,100.9) 2,041.2 XPONENTIAL FIT-A XPOF US 528.7 (88.1) 4.9 YELLOW CORP YELLQ US 2,147.6 (447.8) (1,098.0) YUM! BRANDS INC YUM US 6,231.0 (7,858.0) 332.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***