/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240405.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, April 5, 2024, Vol. 28, No. 95 Headlines 1001 WL LLC: Seeks to Hire Barron & Newburger as Bankruptcy Counsel 139-58TH ST: Seeks to Hire Charles Wertman PC as Legal Counsel 21ST CONDOS: Hires Chung & Press P.C. as Counsel 530 DONELSON: Hires Dunham Hildebrand PLLC as Counsel 530 DONELSON: Taps Gulam Zade as Chief Restructuring Officer 540 WEST: Taps Andrew J. Kellner LLP as Real Estate Counsel 8TH AVENUE: S&P Alters Outlook to Negative, Affirms 'CCC+' ICR A ALL-SAFE: Seeks to Hire Brian K. McMahon as Bankruptcy Counsel A&J LOGISTICS: Seeks to Hire MAB Consulting as Bookkeeper A&J LOGISTICS: Taps Law Office of W. Thomas Bible as Counsel AC/DC SOLAR: Ruediger Mueller of TCMI Named Subchapter V Trustee AC/DC SOLAR: Seeks to Hire Buddy D. Ford, PA as Legal Counsel ACORDA THERAPEUTICS: Seeks Chapter 11, Plans Assets Sale ADAMS HOMES: Moody's Hikes Rating on 2028 Unsec. Notes to B1 ADS TACTICAL: Moody's Affirms 'B2' CFR, Outlook Remains Stable AEMETIS INC: Registers Additional 1.94M Shares Under 2019 Plan AGTJ13 LLC: Seeks to Tap Levene Neale Bender as Bankruptcy Counsel AMG CRITICAL: Moody's Affirms 'B1' CFR & Alters Outlook to Stable AMICAS PIZZA: Ongoing Operations to Fund Plan Payments ANTICIMEX INC: Moody's Rates New $400MM First Lien Term Loan 'B2' ASPIRA WOMEN'S: Reports Q4, FY 2023 Financial Results ASURION LLC: Moody's Puts 'B1' CFR on Review for Downgrade BABCOCK SOLUTIONS: Seeks to Hire Kutner Brinen as Legal Counsel BALLY’S CORP: Fitch Lowers IDR to 'B', Outlook Negative BAYOU IN A BOWL: Ryan Richmond Named Subchapter V Trustee BERGIO INTERNATIONAL: Reports $6.6 Million Net Loss in 2023 BEST ROCK: Hires Sun Valley Equities Inc. as Real Estate Broker BLUE DOLPHIN: Posts $31 Million Net Income in 2023 BLUE STAR: Fails to Regain Compliance With Nasdaq Bid Price Rule BLUE STAR: Incurs $4.5 Million Net Loss in 2023 BLUE STAR: Receives Nasdaq Listing Extension Until May 15 BRIGHT MOUNTAIN: Widens Net Loss to $35.6 Million in 2023 BRIGHTSTAR PROPERTY: Unsecureds Will Get 14% of Claims in Plan BROOKLYN STANDARD: Seeks to Hire Northgate Real Estate as Broker CALLON PETROLEUM: Moody's Withdraws 'B1' CFR on APA Transaction CAN B CORP: Delays Filing of 2023 Annual Report CANO HEALTH: Committee Hires Paul Hastings as Bankruptcy Counsel CANO HEALTH: Committee Taps Cole Schotz as Delaware Co-Counsel CANO HEALTH: Committee Taps Force Ten Partners as Financial Advisor CANO HEALTH: Committee Taps Genesis Credit as Financial Advisor CASA SYSTEMS: Case Summary & 30 Largest Unsecured Creditors CASA SYSTEMS: Seeks Chapter 11 to Sell 5G and RAN Businesses CASA SYSTEMS: Susana D'Emic Steps Down from the Board CENTER FOR SPECIAL NEEDS: Trustee Intends to Wind Down Facility CENTER FOR SPECIAL NEEDS: Trustee Taps Akerman LLP as Counsel CENTRAL LOAN: Proposes Immaterial Modifications to Plan CHAMPIONX CORP: Moody's Puts Ba1 CFR on Review for Upgrade CHAPARRAL PROFESSIONAL: Hires Frank B. Lyon as Legal Counsel CHICKEN SOUP: Faces Nasdaq Delisting CLUBHOUSE MEDIA: Reports Revenue Increase, Expense Cut in 2023 COAST TO COAST: Seeks to Hire David P. Leibowitz as Counsel COBRA AUTOMOTIVE: Hires Koons & Koons CPA as Accountant COMMUNITY CARE: Moody's Withdraws 'B3' CFR on Debt Repayment COMSTOCK RESOURCES: Moody's Rates New Unsec. Notes Due 2029 'B3' COMTECH TELECOM: Jeffery Robertson Holds 3,610 shares COTTONWOOD FINANCIAL: Seeks to Hire Ordinary Course Professionals COTTONWOOD FINANCIAL: Seeks to Tap Gray Reed as Bankruptcy Counsel COTTONWOOD FINANCIAL: Taps Alston & Bird as Special Counsel COTTONWOOD FINANCIAL: Taps Karen Nicolaou of HMP Advisory as CRO COTTONWOOD FINANCIAL: Taps Oppenheimer & Co as Investment Banker CREATIVE REALITIES: Deloitte Out, Grant Thornton In as New Auditor CULINARY INNOVATIONS: Unsecureds to Get 100 Cents on Dollar in Plan DESERT VALLEY: Trustee Hires Terry A. Daked as Counsel DNT PROPERTY: Seeks to Hire AMS Consulting Group as Accountant EDELMAN FINANCIAL: Moody's Affirms 'B3' CFR, Outlook Stable ENDEAVOR GROUP: S&P 'BB-' ICR on Watch Neg. on Take-Private Deal ENDO INTERNATIONAL: Seeks to Hire Dechert LLP as Special Counsel ENVIVA INC: Supports Bid to Reconstitute Creditors' Committee ESJ TOWERS: Court OKs Bid Rules for Sale of Assets EUROBISTRO LLC: Hires William G. Haeberle P.A. as Accountant EWING LAND: Taps Melvin O. Shaw and Parker & Parker as Counsel FISKER INC: Cuts Electric Vehicle Prices to Stay Business Afloat FISKER INC: Deal Talks with Big Automaker Collapse GEO GROUP: Moody's Rates New $500MM Senior Unsecured Notes 'B3' GEO GROUP: S&P Prelim 'BB' Rating on $700MM first-lien Sec. Notes GISOTI PLUMBING: Taps Goldenthal & Suss Consulting as Accountant GLOBAL FERTILITY: Court OKs Bid to Appoint Chapter 11 Trustee GRS RESTAURANT: Unsecured Creditors Will Get 8% Dividend in Plan GSE SYSTEMS: Incurs $8.7 Million Net Loss in 2023 GUADALUPE REGIONAL: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable GULFPORT ENERGY: S&P Ups ICR to 'B+' on Reduced Sponsor Ownership HAWAIIAN HOLDINGS: Extends Merger Deal Following DOJ Review HEYCART INC: Hires Danning Gill Israel & Krasnoff as Counsel HLF FINANCING: Moody's Rates New $700MM Senior Secured Notes 'Ba2' HORNBLOWER HOLDINGS: Taps RSM to Provide Audit and Tax Services HUDSON 888 OWNER: Hires Holland & Knight LLP as Special Counsel INNERLINE ENGINEERING: Taps GlassRatner as Financial Expert INNOVATE CORP: Issues $25M Series C Preferred Shares to Lancer INW MANUFACTURING: S&P Affirms 'CCC' ICR, Outlook Developing IQOR HOLDINGS: Said to Be Exploring Sale to Help Debt Repayments IQVIA HOLDINGS: S&P Affirms 'BB+' ICR, Outlook Stable JUMBO SEAFOOD: Monique Almy Named Subchapter V Trustee JUST FLOOR IT!: Taps Darby Law Practice as Bankruptcy Counsel JUST FLOOR IT: Jeanette McPherson Named Subchapter V Trustee KARBEN4 BREWING: Seeks to Hire Special Litigation Committee KLX ENERGY: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR KP2 LLC: Hires Zeitlin Sotheby's International Realty as Broker LC AHAB US: Moody's Assigns First Time 'B2' Corporate Family Rating LMSRQ LLC: Hires Eastdil Secured LLC as Broker LMSRQ LLC: Hires Jones Lang LaSalle Brokerage Inc. as Broker LOCALOC INC: Seeks to Tap Darby Law Practice as Bankruptcy Counsel LOVE OUT LOUD: Hires MacPete IP Law as Special Counsel LOVE OUT LOUD: Hires Pakis Giotes Burleson & Deaconson as Counsel LUCKY BUCKS: Chapter 7 Fraud Suit Can Continue in Delaware LYONS COMPANIES: Hires Dentons Bingham Greenebaum as Counsel MANCHESTER ST: Taps Jefferson Hanna III as Bankruptcy Counsel MARCHEY GROUP: Hires Greenberg Glusker as Bankruptcy Counsel MARINUS PHARMACEUTICALS: Responds to Ovid's Patent Challenge MAUSER PACKAGING: Moody's Rates New Term Loan Due 2027 'B2' MAYFLOWER RETIREMENT: Fitch Alters Outlook on 'BB+' IDR to Stable MCA NAPLES: Voluntary Chapter 11 Case Summary MEDTRULY INC: Seeks Approval to Hire Hahn Fife & Co as Accountant METROPOLITAN THEATRES: Hires Loeb & Loeb as Bankruptcy Counsel METROPOLITAN THEATRES: Taps Donlin as Claims and Noticing Agent MILLENKAMP CATTLE: Hits Chapter 11 Bankruptcy to Restructure Debt MIR SCIENTIFIC: Hires Applied Business Strategy to Provide CRO MODENA BUYER:S&P Assigns 'B' CCR on Acquisition By Kohlberg Kravis MODENA INTERMEDIATE: Moody's Assigns First Time 'B2' CFR MODIVCARE INC: Moody's Lowers CFR to 'B3', Outlook Stable MOLEKULE INC: Creditor Penalized for Skipping Chapter 11 Discovery MOUNT HERMON: U.S. Trustee Unable to Appoint Committee MOVING & STORAGE: Trustee Taps Richard N. Ginnis CPA as Accountant NANOSTRING TECHNOLOGIES: Hire RSM US LLP as Tax Service Provider NANOSTRING TECHNOLOGIES: Hire Troutman Pepper as Counsel NANOSTRING TECHNOLOGIES: Hires Akin Gump as Lead Co-Counsel NANOSTRING TECHNOLOGIES: Panel Hires Piper as Investment Banker NC CONSTRUCTION: Todd Hennings of Macey Named Subchapter V Trustee NEW CENTURY: Seeks to Tap McLemore Auction Company as Auctioneer NEW INSIGHT: S&P Withdraws 'CCC-' Issuer Credit Rating NICA REPAIRS: Hires Ruff & Cohen P.A. as Legal Counsel OMEGA TWIN: Seeks to Hire Pro 100 Inc as Real Estate Agent OMNIQ CORP: Niv Nissenson Quits as Director OMNIQ CORP: Widens Net Loss to $29.4 Million in 2023 OPTIME LLC: Unsecured Creditors to Split $12K over 48 Months OUTLOOK THERAPEUTICS: Registers $300M Securities Offering OUTLOOK THERAPEUTICS: Registers 401,386 Shares Under Incentive Plan OUTLOOK THERAPEUTICS: Tang Capital, 2 Others Report 9.99% Stake OUTLOOK THERAPEUTICS: Velan Entities Report 5.6% Equity Stakes OZ NATURALS: Seeks to Hire Cohn Reznick LLP as Accountant PEDIATRIX MEDICAL: Moody's Affirms Ba3 CFR, Outlook Remains Stable PETAWATT PROPERTIES: Michael Brummer Named Subchapter V Trustee PIONEER HEALTH: Hires Dorsey & Whitney as Bankruptcy Counsel PIONEER HEALTH: Seeks to Hire Epiq as Administrative Advisor PIONEER INTER-DEVELOPMENT: Taps David J. Winker as Special Counsel PLACE 2 B SALON: Hires Benjamin Legal Services as Counsel PLANT BAE: Seeks to Hire Paul D. Esco, Attorney at Law as Counsel PORTE ROUGE: Seeks to Hire Reve Realtors as Real Estate Agents PRECIPIO INC: Registers 71,006 Shares Under Incentive Plan PRESTO AUTOMATION: Abri Advisors, J. Tirman No Longer Hold Shares R&LS Investments: Hires Manning Kass as Special Counsel R&W CLARK: Hires Weissberg and Associates as Special Counsel R.A.R.E. CORP: Hires FactorLaw as Bankruptcy Counsel RACKSPACE TECHNOLOGY: S&P Downgrades Issuer Credit Rating to 'SD' RADNET MANAGEMENT: Moody's Rates New 1st Lien Credit Facility 'Ba3' RALEIGH TBC: Seeks to Hire Wilson Jones & Griffin as Accountant REALPAGE INC: Fitch Alters Outlook on 'B' LongTerm IDR to Stable REGAL PRESS: Seeks to Hire Murphy & King as Bankruptcy Counsel REGAL PRESS: Seeks to Tap Grey Swan Partners as Financial Advisor RENO CITY CENTER: Seeks to Tap Harris Law Practice as Co-Counsel RESHAPE LIFESCIENCES: Incurs $11.4 Million Net Loss in 2023 RISKON INTERNATIONAL: All Three Proposals Passed at Annual Meeting RJQ COMPANIES: Taps Reynolds Law Corp. as Bankruptcy Counsel RLI SOLUTIONS: Seeks to Hire Hilco Real Estate as Broker RODNEY D. WELCH: Hires James W. Spivey II as Bankruptcy Counsel ROYAL JET: Seeks to Hire Victory Advanced Insurance as Accountant RVR DEALERSHIP: Moody's Cuts CFR to B3 & Alters Outlook to Negative SALON 8736: Hires Frost & Associates LLC as Counsel SAUK PRAIRIE: Moody's Affirms 'Ba2' Rating on Revenue Bond SIENTRA INC: Committee Hires Cole Schotz P.C. as Co-Counsel SIENTRA INC: Committee Hires Province LLC as Financial Advisor SINCLAIR BROADCAST: Appoints David Gibber as EVP, CLO SPIRIT AIRLINES: Inks Deal With Int'l Aero Over GTF Engine Issues ST. IVES RV RESORT: Sylvia Mayer Named Subchapter V Trustee ST. MARGARET'S HEALTH: Hires Centurion Service as Auctioneer STOWERS TRUCKING: Seeks to Hire Trucks Inc as Sales Agent STRATEGIES 360: Eric Sorenson Out as Committee Member STRATIS CORP: Seeks to Tap RE/MAX Distinguished Homes as Broker SUMMIT MIDSTREAM: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable SUSHI GARAGE: Hires Agentis PLLC as General Bankruptcy Counsel SVI TRUST: L. Todd Budgen Named Subchapter V Trustee TA PARTNERS: Case Summary & 12 Unsecured Creditors THOUGHTWORKS HOLDING: Moody's Alters Outlook on 'Ba3' CFR to Neg. TITAN MECHANICAL: Amends Unsecureds & Secured Claims Pay Details TRANS-LUX CORP: Incurs $4.1 Million Net Loss in 2023 TREE HOUSE: Case Summary & Seven Unsecured Creditors TRINITY PLACE: Reports $39 Million Net Loss in 2023 TROIKA MEDIA: Exits Chapter 11 Protection TRP BRANDS: Hires Husch Blackwell LLP as Special Counsel TRP BRANDS: Seeks to Hire Taft Stettinius as Special Counsel TUPPERWARE BRANDS: Delays Filing of 2023 Annual Report TUPPERWARE BRANDS: Posts $29.8 Million Net Loss in Q2 2023 TUPPERWARE BRANDS: Reports $39.5 Million Net Loss in Q1 2023 TUPPERWARE BRANDS: Reports $55.8 Million Net Loss in Q3 2023 VC GB HOLDINGS: S&P Upgrades ICR to 'B', Outlook Stable VECTOR UTILITIES: Hires Law Office of Carl M. Barto as Counsel VIASAT INC: Units Ink Amendment No. 4 to Credit Pact With Barclays VICTORY IN CHRIST: Seeks Approval to Hire an Appraiser VIEW INC: Files for Chapter 11 With Debt-for-Equity Plan VISUAL COMFORT: Moody's Lowers First Lien Term Loan Rating to B2 WARFIELD HISTORIC: Hires Shulman Rogers as Bankruptcy Counsel WEST DEPTFORD: Moody's Cuts Rating on Sr. Secured Loans to 'Caa1' YIELD10 BIOSCIENCE: Denied Another 180-Day Extension by Nasdaq [*] Commercial Chapter 11 Filings Rise 43% in the 1st Qtr. of 2024 [] BOOK REVIEW: The Titans of Takeover ********* 1001 WL LLC: Seeks to Hire Barron & Newburger as Bankruptcy Counsel ------------------------------------------------------------------- 1001 WL, LLC filed an amended application seeking approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Barron & Newburger, PC as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor of its rights, powers, and duties in the continued management of their assets; (b) review the nature and validity of claims asserted against the property of the Debtor and advise concerning the enforceability of such claims; (c) prepare on behalf of the Debtor all necessary legal documents and review all financial and other reports to be filed in the Chapter 11 case; (d) advise the Debtor concerning and prepare responses to, legal papers which may be filed in the Chapter 11 case; (e) counsel the Debtor in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents; (f) perform all other legal services for and on behalf of the Debtor which may be necessary and appropriate in the administration of the Chapter 11 case and its business; and (g) work with professionals retained by other parties in interest in this case to attempt to obtain approval of a consensual plan of reorganization for the Debtor. The hourly rates of the firm's counsel and staff are as follows: Stephen Sather, Esq. $550 David Stern, Esq. $425 Other Attorneys $325 - $475 The firm will also seek reimbursement for expenses incurred. The firm received a retainer in the amount of $15,000 from Galleria Loop Noteholder, LLC on Feb 5, 2024. The Debtor has agreed to pay an additional retainer of $10,000 within 30 days. Stephen Sather, Esq., an attorney at Barron & Newburger, 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: Stephen W. Sather, Esq. Barron & Newburger PC 7320 N. MoPac Expy., Ste. 400 Austin, TX 78731 Telephone: (512) 476-9103 Facsimile: (512) 279-0310 Email: ssather@bn-lawyers.com About 1001 WL LLC 1001 WL, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10119) on Feb. 6, 2024. In the petition signed by Drew Dennett, authorized signatory, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Shad Robinson oversees the case. Stephen W. Sather, Esq., at Barron & Newburger PC represents the Debtor as counsel. 139-58TH ST: Seeks to Hire Charles Wertman PC as Legal Counsel -------------------------------------------------------------- 139-58th St LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Offices of Charles Wertman P.C. as its attorney. The firm will render these services: a) assist the Debtor in administering this case; b) make such motions and court appearances or taking such action as may be appropriate or necessary under the Bankruptcy Code; c) take such steps as may be necessary for Debtor to marshal and protect the estate's assets; d) negotiate with Debtor's creditors in formulating a plan of reorganization for Debtor in this case; e) draft and prosecute the confirmation of Debtor's plan of reorganization in this case; and f) render such additional services as Debtor may require in this case. The firm will be paid at these rates: Attorneys $495 per hour Clerks $175 per hour Charles Wertman, a partner at the Law Offices of Charles Wertman, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Charles Wertman, Esq. LAW OFFICES OF CHARLES WERTMAN P.C. 100 Merrick Road, Suite 304W Rockville Centre, NY 11570 Tel: (516) 284-0900 Email: charles@cwertmanlaw.com About 139-58th St LLC 139-58th St LLC is a limited liability company that has an address of 139 58th Street, Brooklyn, NY 11220 whose business consists of ownership and operating of the Property. The Property is an industrial building that is occupied by NYC Glass Corp., which is controlled by the Debtor's principal, Janet Rush. On Nov. 11, 2021, the Debtor filed its first petition for Chapter 11 bankruptcy relief (Bankr. E.D.N.Y. Case No. 21-42840). 139-58th St LLC sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-42151) on June 20, 2023, disclosing total assets of $6,060,000 and total liabilities of $4,920,000. The Hon. Nancy Hershey Lord is the case judge. Charles Wertman, Esq., in Rockville Centre, New York, is the Debtor's counsel. 21ST CONDOS: Hires Chung & Press P.C. as Counsel ------------------------------------------------ 21st Condos LLC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ Chung & Press, P.C. as counsel. The firm's services include: a. preparing all schedules, statements, and other required filings. b. assisting and advising the Debtor relative to the administration of this proceeding; c. representing the Debtor before the Bankruptcy Court and advising the Debtor on all pending litigations, hearings, motions, and of the decisions of the Bankruptcy Court; d. reviewing and analyzing all applications, orders, and motions filed with the Bankruptcy Court by third parties in this proceeding and advising the Debtor thereon; e. attending all meetings conducted pursuant to section 341(a) of the Bankruptcy Code and representing the Debtor at all examinations; f. communicating with creditors and all other parties in interest; g. assisting the Debtor in preparing all necessary applications, motions, orders, supporting positions taken by the Debtor, and preparing witnesses and reviewing documents in this regard; h. conferring with all other professionals, including any accountants and consultants retained by the Debtor and by any other party in interest; i. assisting the Debtor in negotiations with creditors or third parties concerning the terms of any proposed plan of reorganization; j. preparing, drafting and prosecuting the plan of reorganization and disclosure statement; and k. assisting the Debtor in performing such other services as may be in the interest of the Debtor and the Estate and performing other legal services required by the Debtor. The firm will be paid at the rate of $495 per hour and will receive an advanced retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel M. Press, Esq., a partner at Chung & Press, 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: Daniel M. Press, Esq. Chung & Press, P.C., 6718 Whittier Ave., Suite 200 McLean, VA 22101 Telephone:(703) 734-3800 Facsimile:(703) 734-0590 fax Email: dpress@chung-press.com About 21st Condos LLC 21st Condos LLC in Rockville MD, filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 24-00078) on March 14, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Richard Bailes as manager, signed the petition. CHUNG & PRESS, P.C. serve as the Debtor's legal counsel. 530 DONELSON: Hires Dunham Hildebrand PLLC as Counsel ----------------------------------------------------- 530 Donelson, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Dunham Hildebrand, PLLC as counsel. The firm's services include: a. rendering legal advice with respect to the rights, power, and duties of the Debtor in the management of its property; b. investigating and, if necessary, instituting legal action on behalf of the Debtor to collect and recover assets of the estate of the Debtor; c. preparing all necessary pleadings, orders and reports with respect to this proceeding and to render all other necessary or proper legal services; d. assisting and counseling Debtor in the preparation, presentation, and confirmation of its disclosure statement and plan of reorganization; e. representing Debtor as may be necessary to protect its interests; and f. performing all other legal services that may be necessary and appropriate in the general administration of Debtor's estate. The firm will be paid at these rates: Attorneys $500 to $550 per hour Paralegals $175 per hour The firm will be paid a retainer in the amount of $ $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Gulam Zade, 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: Gulam Zade, Esq. Dunham Hildebrand, PLLC 2416 21st Avenue South, Suite 303, Nashville, TN 37212 Tel: (615) 933-5851 Email: ned@dhnashville.com About 530 Donelson, LLC 530 Donelson, LLC in Gallatin, TN, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Tenn. Case No. 24-00879) on March 14, 2024, listing $0 in assets and $10,494,142 in liabilities. Eric Lowman as managing member, signed the petition. Judge Randal S. Mashburn oversees the case. DUNHAM HILDEBRAND, PLLC serve as the Debtor's legal counsel. 530 DONELSON: Taps Gulam Zade as Chief Restructuring Officer ------------------------------------------------------------ 530 Donelson, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Gulam Zade, a professional from Tennessee, as chief restructuring officer. Mr. Zade will provide management, restructuring, and business advisory services to the Debtor, and act as the operating agent thereof with independent financial and operational decision-making authority for the benefit of the Debtor and its bankruptcy estate. Mr. Zade will be paid at the rate of $350 per hour, and will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Zade can be reached at: Gulam Zade Tel: (800) 878-6522 About 530 Donelson, LLC 530 Donelson, LLC in Gallatin, TN, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Tenn. Case No. 24-00879) on March 14, 2024, listing $0 in assets and $10,494,142 in liabilities. Eric Lowman as managing member, signed the petition. Judge Randal S. Mashburn oversees the case. DUNHAM HILDEBRAND, PLLC serve as the Debtor's legal counsel. 540 WEST: Taps Andrew J. Kellner LLP as Real Estate Counsel ----------------------------------------------------------- 540 West 21st Street Holdings LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Andrew J. Kellner LLP as its real estate counsel with respect to the sale of 540 West 21st Street, New York, New York. The Debtor believes that Kellner can provide the bankruptcy estate with the required legal expertise to allow the Debtor to handle the sale of its property effectively and prudently. Kellner will be compensated on an hourly basis, payable upon the closing of the of the sale of the property, or the termination of the transaction, whichever is earlier occurring. In addition, the Debtor has agreed to pay Kellner for certain expenses incurred in connection with the sale of the property. As disclosed in the court filings, Kellner is "disinterested" within the meaning of section 101(14) of the Bankruptcy Code. The firm can be reached through: Andrew J. Kellner, Esq. Andrew J. Kellner, LLP 950 Third Avenue, Suite 3101 New York, NY 10022 Phone: (212) 980-4200 About 540 West 540 West 21st Street Holdings LLC is headquartered in New York, NY and is a real estate holding company formed specifically to facilitate the financing and construction of a mixed-use development at the Property. 540 West sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del Lead Case No. 23-11053) on Aug. 2, 2023. In the petition signed by Noam Teltch as authorized signatory, the Debtor disclosed up to $95,842,716 in assets and $256,664,374 in liabilities. Hon. Mary F. Walrath oversees the case. The Debtors tapped Bryan Cave Leighton Paisner LLP as lead counsel, Chipman Brown Cicero & Cole, LLP as Delaware counsel, Tomer Jacob as chief restructuring officer, and Bankruptcy Management Solutions, Inc. dba Stretto as claims agent. 8TH AVENUE: S&P Alters Outlook to Negative, Affirms 'CCC+' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from positive and affirmed its 'CCC+' issuer credit rating on U.S.-based private label food manufacturer 8th Avenue Food & Provisions Inc. (8th Avenue). S&P also affirmed its 'CCC+' issue-level rating on the company's first-lien senior secured credit facilities and its 'CCC-' issue-level rating on its second-lien term loan. The negative outlook reflects the possibility S&P could lower the ratings over the next few quarters if the company cannot address its upcoming debt maturities. The outlook revision reflects 8th Avenue's constrained liquidity and refinancing risk because of near-term debt maturities.8th Avenue's RCF matures on March 31, 2025, followed shortly by its first-lien term loan on Oct. 1, 2025. The company's inability to renew its revolver before it became current demonstrates that it depends on favorable business, financial, and economic conditions over the next 12 months to improve its liquidity position. Moreover, S&P believes there is risk that the company may be unable to refinance its debt at manageable rates before it matures due to higher interest rates and current volatility in the debt capital markets, especially limiting access to credit for speculative-grade issuers such as 8th Avenue. S&P no longer consider the company's RCF as a source of liquidity in its analysis and now view its liquidity as less than adequate. 8th Avenue has minimal cash on hand and modest cash flow generation. Although the company can likely fund its operating needs without drawing on the cash portion of its revolver, it does not have sufficient funds to repay its credit facilities absent a refinancing, which leaves it dependent on receptive credit markets. 8th Avenue's profitability and free operating cash flow (FOCF) improved in 2023, but leverage remains elevated and we expect lower cash generation in 2024. 8th Avenue's pasta segment posted revenue declines of more than 10% over the last two quarters as volume declines exacerbated due to lower demand, manufacturing constraints, and fewer branded promotions. The company's S&P Global Ratings-adjusted EBITDA margin improved to 9.7% for the 12 months ended Dec. 31, 2023, from 6.4% in the prior-year period, driven by higher prices, improving manufacturing efficiencies, favorable product mix, and roll off of one-time costs. However, leverage remained high at about 12.3x (about 8.1x excluding preferred stock), and cash interest coverage remained pressured at about 1.3x for the 12 months ended Dec. 31, 2023. S&P said, "We expect the company's operating performance to improve sequentially with demand growth across all of its categories, supported by improving manufacturing efficiencies at its plants, cost management, and working capital improvements. 8th Avenue is focused on improving fill rates to the high-90% area, resuming promotional activity, and re-engaging with customers to regain lost volumes. We expect its EBITDA margin to improve to about 12.3% in fiscal 2024 despite one-time project-related expenses and restructuring charges associated with the fruit and nut business. "However, we project its leverage will remain high at about 10.7x (7.0x excluding the preferred shares), with cash interest coverage staying close to 1.5x in fiscal 2024. The company is making several capital investments to improve manufacturing efficiencies and unlock capacity at currently owned plants. We expect capital expenditure (capex) of at least $27 million over the next 12 months. "Although we forecast the company will continue to generate cash through working capital management in fiscal 2024, we expect the benefit to be lower than the $38 million generated in fiscal 2023. We expect FOCF to remain positive in fiscal 2024. However, it will decline to $15 million-$20 million from $34 million in 2023. "Our rating on 8th Avenue does not include any uplift from its status as a majority-owned subsidiary of Post Holdings Inc., because we view the investment as nonstrategic.Post does not guarantee 8th Avenue's debt, and our base-case expectation has been that Post would not support it during times of stress. Nevertheless, we recognize the possibility that Post, or minority sponsor owners Thomas H. Lee Partners L.P. and Harvest Partners, could consider contributing cash if 8th Avenue has an immediate liquidity need, but neither party has contributed additional equity since their original investments in 2018. Post has a holding company operating model whereby it regularly buys and sells assets. "The negative outlook reflects the possibility we could lower the ratings over the next few quarters." S&P could lower the ratings if it believes the risk of 8th Avenue defaulting within 12 months has risen. This could happen if the company: -- Does not address its upcoming maturities on manageable terms over the next few quarters; or -- Cannot meet its principal or interest payments. S&P could take a positive rating action if: -- 8th Avenue's operating performance is in line with its fiscal 2024 budget, facilitating a refinancing of its credit facilities on manageable terms; -- The company generates sustained positive FOCF; and -- Cash interest coverage is at least 1.5x. A ALL-SAFE: Seeks to Hire Brian K. McMahon as Bankruptcy Counsel ---------------------------------------------------------------- A All-Safe Safe and Lock, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Brian K. McMahon, P.A. as counsel. The firm's services include: (a) advise the Debtor with respect to its powers and duties; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal papers; (d) protect the interest of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. The firm will be paid at the rate of $450 per hour. The retainer is $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. McMahon disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian K. McMahon, Esq. Brian K. McMahon, PA 1401 Forum Way, 6th Floor West Palm Beach, FL 33401 Tel: (561) 478-2500 Fax: (561) 478-3111 Email: brian@bkmbankruptcy.com About A All-Safe Safe and Lock, Inc. A All-Safe Safe and Lock, Inc. filed its voluntary petition for relief under Chapter 11 of Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12820) on March 25, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Brian K. McMahon, Esq. at Brian K. McMahon, P.A. represents the Debtor as counsel. A&J LOGISTICS: Seeks to Hire MAB Consulting as Bookkeeper --------------------------------------------------------- A&J Logistics, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ Mark Brouillard, of MAB Consulting as its bookkeeper and tax preparer. The firm will provide bookkeeping and consulting services related to the operations of the Debtor. Bookkeeping services will be billed at the regular rate of $75 per hour and a flat $600 for tax preparation work. As disclosed in the court filings, MAB does not hold or represent an interest adverse to the Debtors or the estate in this case within the meaning of 11 U.S.C Sec. 327(a). The firm can be reached through: Mark Brouillard, CPA MAB Consulting 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. A&J LOGISTICS: Taps Law Office of W. Thomas Bible as Counsel ------------------------------------------------------------ A&J Logistics, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ the Law Office of W. Thomas Bible, Jr. as its legal counsel. The firm will render these services: a. advise the Debtor as to its rights, duties and powers; b. investigate and if necessary, institute legal action on behalf of the Debtor to collect and recover assets of the estate; c. prepare and file statements, schedules, plans, and other documents and pleadings necessary to be filed by the Debtor in its Chapter 11 case; d. assist and counsel the Debtor in the preparation, presentation and confirmation of its disclosure statement and plan of reorganization; e. represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; and f. perform such other legal services as may be necessary in connection with this case. The Law Office of W. Thomas Bible will be paid at these rates: Attorneys $375 per hour Paralegals $125 per hour The firm received a retainer in the amount of $15,000. W. Thomas Bible, Jr, Esq., an attorney at Law Office of W. Thomas Bible, Jr., 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: W. Thomas Bible, Jr., Esq. Law Office of W. Thomas Bible, Jr. 6918 Shallowford Road, Suite 100 Chattanooga, TN 37421 Telephone: (423) 424-3116 Facsimile: (423) 553-0639 Email: tom@tombiblelaw.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. AC/DC SOLAR: Ruediger Mueller of TCMI Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Ruediger Mueller of TCMI, Inc. as Subchapter V trustee for AC/DC Solar, LLC. Mr. Mueller will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Mueller declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Ruediger Mueller TCMI, Inc. 1112 Watson Court Reunion, FL 34747 Phone: (678) 863-0473 Fax: (407) 540-9306 Email: truste@tcmius.com About AC/DC Solar AC/DC Solar, LLC is a solar energy contractor in Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01582) on March 26, 2024, with $215,430 in assets and $1,301,378 in liabilities. Jay Liran Metzer, manager, signed the petition. Judge Catherine Peek Mcewen presides over the case. Buddy D. Ford, Esq. at BUDDY D. FORD, P.A. represents the Debtor as legal counsel. AC/DC SOLAR: Seeks to Hire Buddy D. Ford, PA as Legal Counsel ------------------------------------------------------------- AC/DC Solar, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Buddy D. Ford, P. A. as its counsel. The Debtor requires legal counsel to: a. analyze the financial situation, and rendering advice and assistance to the Debtor in determining whether to file a petition under Title 11, United States Code; b. advise the Debtor with regard to the powers and duties of the debtor and as Debtor-in-Possession in the continued operation of the business and management of the property of the estate; c. prepare and file of the petition, schedules of assets and liabilities, statement of affairs, and other documents required by the Court; d. represent the Debtor at the Section 341 Creditors' meeting; e. advice with respect to its powers and duties as Debtor and as Debtor-in-Possession in the continued operation of its business and management of its property; if appropriate; f. advise the Debtor with respect to its responsibilities in complying with the United States Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; g. prepare necessary motions, pleadings, applications, answers, orders, complaints, and other legal papers and appear at hearings thereon; h. protect the interest of the Debtor in all matters pending before the court; i. represent the Debtor in negotiation with its creditors in the preparation of the Chapter 11 Plan; and j. perform all other legal services for Debtor as Debtor-in-Possession which may be necessary, and it is necessary for Debtor as Debtor-in-Possession to employ this attorney for such professional services. The firm will be paid at these rates: Buddy D. Ford, Esq. $450 per hour Attorneys $450 per hour Senior Associate Attorneys $400 per hour Junior Associate Attorneys $350 per hour Senior paralegal $150 per hour Junior paralegal $100 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The Debtor paid the firm a retainer of $3,000. Buddy D. Ford, Esq., a partner at Buddy D. Ford, P.A., 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: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. Heather M. Reel, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Telephone: (813) 877-4669 Email: Buddy@tampaesq.com Jonathan@tampaesq.com Heather@tampaesq.com About AC/DC Solar, LLC AC/DC Solar, LLC is a solar energy contractor in Florida. AC/DC Solar, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01582) on March 26, 2024, listing $215,430 in assets and $1,301,378 in liabilities. The petition was signed by Jay Liran Metzer as manager. Judge Catherine Peek Mcewen presides over the case. Buddy D. Ford, Esq. at BUDDY D. FORD, P.A. represents the Debtor as counsel. ACORDA THERAPEUTICS: Seeks Chapter 11, Plans Assets Sale -------------------------------------------------------- Neurological disorders drugmaker Acorda Therapeutics Inc. (Nasdaq: ACOR) filed for Chapter 11 protection in New York bankruptcy court, with plans to sell its assets to another pharmaceutical company for $185 million, absent higher and better offers. Acorda Therapeutics announced April 1, 2024 that it has entered into an asset purchase agreement with Merz Therapeutics to purchase substantially all of the assets of Acorda, including the rights to INBRIJA, AMPYRA, and FAMPYRA for $185 million. Merz Therapeutics, a leader in the field of neurotoxins, is a business of the global family-owned company Merz, headquartered in Frankfurt am Main, Germany. To facilitate an orderly sale process, and in an effort to maximize the value for the Company's assets through a competitive auction process, with Merz serving as the "stalking horse" bidder, Acorda and certain of its affiliates filed voluntary petitions to commence Chapter 11 proceedings in the U.S. Bankruptcy Court for the Southern District of New York. The decision to file for Chapter 11 protection follows a lengthy strategic review during which the Company explored a wide range of strategic options. The sale will be conducted through a court-supervised process under Section 363 of the U.S. Bankruptcy Code, which will provide potential buyers the opportunity to submit offers and is expected to conclude in June 2024. Ron Cohen, M.D., Acorda's CEO and President, said, "Acorda's management team and board have evaluated all of our strategic options, and following an exhaustive process believe that this option is in the best interest of stakeholders. One of our top priorities is to ensure an uninterrupted supply of our medications to people with multiple sclerosis and Parkinson’s disease. We are confident that Merz Therapeutics, if they are the ultimate acquirer, will be able to seamlessly continue serving these patients’ needs, given Merz’s longstanding dedication to improving the lives of people who suffer from movement disorders and other neurological conditions." Acorda will continue operations while it works to complete the sale process. To enable this, the Company has filed motions with the court seeking to ensure the continuation of normal operations during this process. Upon court approval, Acorda expects to minimize the impact of the bankruptcy process on its employees, customers, patients, and other key stakeholders. Acorda entered into a Restructuring Support Agreement with the holders of over 90% of its 6.00% Convertible Senior Secured Notes due 2024, which sets out certain milestones and conditions relating to the Section 363 sale process. In addition, in order to fund the continued operations of the Company during the bankruptcy process, Acorda and certain noteholders entered into a Debtor-in-Possession Financing Agreement to provide a term loan facility in the aggregate amount of $20 million in new money, which is also subject to court approval. Additional Information Additional information about the bankruptcy cases is available by calling the Company's Restructuring Information Line at (844) 712-1917 within the U.S., or (646) 777-2412 outside the U.S. Information is also available at https://cases.ra.kroll.com/Acorda. Additional information may also be found in our public reports filed with the Securities and Exchange Commission. About Acorda Therapeutics Acorda is a biopharmaceutical company that has developed breakthrough products, therapies, and biotechnology to restore function and improve the lives of people with neurological disorders. INBRIJA is approved for intermittent treatment of OFF episodes in adults with Parkinson's disease treated with carbidopa/levodopa. Acorda Therapeutics Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 24-22284) on April 1, 2024. In the petition signed by Michael A. Gesser, as chief financial officer, the Debtor disclosed total assets as of Dec. 31, 2023 amounting to $108,525,000 and total debt as of Dec. 31, 2023 of $266,204,000. The Honorable Bankruptcy Judge David S. Jones handles the case. Acorda is being advised by Baker McKenzie as legal counsel, Ernst & Young as financial advisor, and Ducera Partners and Leerink Partners as the investment bankers. Kroll Restructuring Administration is the claims agent. Merz is being advised by Freshfields Bruckhaus Deringer US LLP as legal counsel, Morgan Stanley as investment banker, and Deloitte as financial and tax advisors. Senior Convertible Noteholders are being advised by King & Spalding as legal counsel and Perella Weinberg Partners as investment banker. ADAMS HOMES: Moody's Hikes Rating on 2028 Unsec. Notes to B1 ------------------------------------------------------------ Moody's Ratings upgraded the rating of Adams Homes, Inc.'s senior unsecured notes due 2028 to B1 from B2 and downgraded the rating on its senior unsecured notes due 2025 to B3 from B2. Concurrently, Moody's affirmed Adams Homes' B2 corporate family rating and B2-PD probability of default rating. The ratings outlook is maintained at stable. The upgrade of the 2028 senior unsecured notes reflects the loss absorption provided from the issuance of a $200 million shareholder note due 2029 (unrated) in the fourth quarter of 2023. The shareholder note is contractually subordinate to both the company's 2028 senior unsecured notes and $325 unsecured revolving credit facility (unrated), which benefit from the loss absorption provided by this new, junior debt in the capital structure. The downgrade of the 2025 senior unsecured notes reflects diminished recovery for this security in the capital structure relative to the 2028 unsecured notes, given that the shareholder note is not subordinate to the 2025 senior unsecured notes. Given the relatively small amount of the 2025 notes outstanding, Moody's applied a one-notch positive override to the Loss Given Default for Speculative-Grade Companies methodology outcome for the 2025 notes. The affirmation of Adam Homes' CFR reflects the company's good liquidity and steady track record of growth while diversifying outside of the company's home state of Florida. The issuance of the shareholder note in the fourth quarter of 2023 follows a $200 million distribution made to Adams Homes' sole shareholder in the same quarter, with both transactions executed in connection with the company's conversion to a C-corp from an S-corp on January 1, 2024. The transaction has resulted in an increase to the company's adjusted debt-to-book capitalization to 62.5% as of December 31, 2023, from 31.6% as of September 30, 2023. While this meaningful increase in debt places Adams Homes' leverage at the high end of Moody's expected range for the B2 CFR, Moody's also expects deleveraging to below 60% over the next 12-18 months through a combination of debt reduction and net income growth. The stable outlook reflects Moody's expectation that Adams Homes will continue to diversify geographically while maintaining a good liquidity profile. RATINGS RATIONALE Adams Homes' B2 CFR reflects the company's focus on entry-level single-family homes, a housing product that is currently in high demand in the US but is also significantly under supplied. The rating is further supported by a moderate land supply strategy that helps minimize impairment risk. Adams Homes and its homebuilding peers will benefit from continued low inventory of existing homes in 2024, resulting in an increase in demand for new single-family homes. These factors are offset by the company's high geographic concentration in the state of Florida and low level of tangible net worth. Other factors influencing the rating include stretched home affordability for consumers due to higher mortgage interest rates and overall lower consumer sentiment, which will continue to negatively impact builder margins. Moody's expects that Adams Homes will maintain good liquidity over the next 12 to 18 months despite expected negative free cash flow in 2024. Moody's forecast takes into account increased land investment over the forecast period to support future growth. The company will comfortably cover its capital needs with cash on balance sheet, which Moody's expects to remain in excess of $200 million through 2025. Moody's also expects the company to utilize its $325 million senior unsecured revolver from time to time to support growth. The company is expected to maintain ample cushion on its maintenance covenants and has a capital structure with nearly all unsecured debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded should Adams Homes increase its geographic diversification while maintaining conservative credit metrics, including debt to total capitalization at or below 50%, EBIT interest coverage above 3.0x and gross margin at or above 20%. A ratings upgrade would also reflect maintenance of positive market conditions, good liquidity and sustained positive free cash flow to fund growth. The ratings could be downgraded if debt to total capitalization approaches 60%, EBIT interest coverage drops below 2.0x or if the company's liquidity weakens. Also, a downgrade could result from weakening industry conditions causing meaningful revenue and gross margin declines. The principal methodology used in these ratings was Homebuilding and Property Development published in October 2022. Adams Homes, Inc. is a private homebuilder focused on the construction of entry-level homes predominantly in the Southeast United States. The company operates in Florida, Alabama, Mississippi, North Carolina, South Carolina, Georgia and Texas. Total revenues for the twelve month period ended December 31, 2023 was about $1.1 billion. ADS TACTICAL: Moody's Affirms 'B2' CFR, Outlook Remains Stable -------------------------------------------------------------- Moody's Ratings affirmed ADS Tactical, Inc.'s B2 corporate family rating and B2-PD probability of default rating. Concurrently, Moody's affirmed the B3 rating on the company's senior secured term loan that matures March 2026. The outlook is maintained stable. The affirmation of the ratings reflect ADS' solid market position as a distributor, primarily to the U.S. Department of Defense and other federal agencies. Increasing defense budgets and military spending on surveillance products, in particular, will continue to drive revenue growth, albeit at a lower rate than in 2023. Operating margins will remain constrained due in part to the competitive bidding process for governmental purchase orders. Liquidity is adequate with access to an undrawn revolver and Moody's expects positive free cash flow in the low single-digits during 2024 after two years of breakeven free cash flow. Large swings in receivables balances will continue to require periodic draws on the revolver. RATINGS RATIONALE The B2 CFR reflects ADS' solid market position as a supplier to the US federal government. ADS is designated as a small business by the federal government because it has fewer than 500 employees and qualifies for set-aside contracts. ADS renewed its largest contract through 2031 which supports revenue growth. ADS generates the vast majority of its revenue from this contract alone which represents significant concentration risk. However, this concentration is somewhat mitigated because several different federal agencies purchase through this contract and the supplier base is diverse. Leveraging event risk is high because the company is majority-owned by the founder, however, ADS has historically maintained a conservative leverage target of 3.0 times. A change in ADS' designation as a small business or questions about the validity of the company's small business status could lead to a loss of business and a deterioration in ADS' credit metrics. Liquidity is adequate supported by good funds from operations but constrained by annual shareholder distributions and sizable swings in working capital that necessitate an on-going reliance on revolver borrowings. The working capital swings are due to timing differences between delivering goods and receiving large remittances from federal agencies. As a result, Moody's expects periodic draws on the revolver. The senior secured credit facility is rated B3, one notch below the CFR, because the ABL revolver has a senior claim to the company's receivables in a stressed scenario. The stable outlook reflects Moody's expectation that revenue will continue to grow driven by demand from government customers and liquidity will remain adequate with low single-digit FCF/Debt in 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if free cash flow to debt is sustained above 5% or if EBITDA margins improved to the high single-digits. Ratings could also be upgraded if debt-to-EBITDA is sustained below 3.0 times. The ratings could be downgraded if there is negative free cash flow or if revenues decline due to loss of a key contract or a revoking of the company's small business designation. Debt/EBITDA above 4.0 times could also result in a downgrade. Headquartered in Virginia Beach, VA, ADS Tactical, Inc., through its operating subsidiary Atlantic Diving Supply, Inc., is a provider of logistics and supply chain solutions for the U.S. Department of Defense and other federal agencies. ADS generated $4.3 billion of total revenue in 2023. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. AEMETIS INC: Registers Additional 1.94M Shares Under 2019 Plan -------------------------------------------------------------- Aemetis, Inc. filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission for the purpose of registering, pursuant to General Instruction E to Form S-8, an additional 1,943,624 shares of the Company's common stock, $0.001 par value per share, under the Aemetis, Inc. Amended and Restated 2019 Stock Plan. The total number of shares of Common Stock authorized under the 2019 Plan as of March 29, 2024, is 9,175,479, which amount includes shares issued pursuant to option exercises and restricted stock awards made before the date hereof. A full-text copy of the Registration Statement is available at https://tinyurl.com/am5wfh82 About Aemetis Inc. Headquartered in Cupertino, California, Aemetis, Inc. -- http://www.aemetis.com-- is an international renewable natural gas, renewable fuels and byproducts company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products. The Company operates in two reportable geographic segments: "North America" and "India." As a result of negative capital, negative operating results, and collateralization of substantially all of the Company assets, the Company has been reliant on its senior secured lender to provide additional funding and has been required to remit substantially all excess cash from operations to the senior secured lender. In order to meet its obligations during the next 12 months, the Company has extended its reserve liquidity credit facility through April 1, 2025, at an amount of up to $85 million, and it plans to refinance debt with its senior lender for amounts becoming due in the next 12 months and sell equity through its at-the-market registration at levels consistent with the year ended December 31, 2023. The Company believes these plans alleviate substantial doubt about its ability to continue as a going concern. While the Company believes it will be able to implement these plans to provide sufficient liquidity, there are inherent risks and uncertainties regarding its ability to execute its plans, according to the Company's Annual Report on Form 10-K. AGTJ13 LLC: Seeks to Tap Levene Neale Bender as Bankruptcy Counsel ------------------------------------------------------------------ AGTJ13, LLC and AGTJ13 Manager, LLC seek approval from the U.S. Bankruptcy Court for the Central District of California to employ Levene, Neale, Bender, Yoo & Golubchik L.L.P. as general bankruptcy counsel. The firm's services include: a. advising the Debtors with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office of the United States Trustee as they pertain to the Debtors and interacting with and cooperating with any committee appointed in the Debtors' bankruptcy cases; b. advising the Debtors with regard to certain rights and remedies of its bankruptcy estate and the rights, claims and interests of creditors; c. representing the Debtors in any proceeding or hearing in the Bankruptcy Court involving its estate unless the Debtors are represented in such proceeding or hearing by other special counsel; d. conducting examinations of witnesses, claimants or adverse parties and representing the Debtors in any adversary proceeding except to the extent that any such adversary proceeding is in an area outside of Levene's expertise or which is beyond Levene's staffing capabilities; e. preparing and assisting the Debtors in the preparation of reports, applications, pleadings and orders including, but not limited to, applications to employ professionals, interim statements and operating reports, initial filing requirements, schedules and statement of financial affairs, lease pleadings, cash collateral pleadings, financing pleadings, and pleadings with respect to the Debtors' use, sale or lease of property outside the ordinary course of business; f. representing the Debtors with regard to obtaining use of debtor in possession financing and/or cash collateral including, but not limited to, negotiating and seeking Bankruptcy Court approval of any debtor in possession financing and/or cash collateral pleading or stipulation and preparing any pleadings relating to obtaining use of debtor in possession financing and/or cash collateral; g. assisting the Debtors in any asset sale process; h. assisting the Debtors in the negotiation, formulation, preparation and confirmation of a plan of reorganization and the preparation and approval of a disclosure statement in respect of the plan; and i. performing any other services which may be appropriate in Levene's representation of the Debtors during their bankruptcy case. The firm will be paid at these rates: Attorneys $495 to $725 per hour Paraprofessionals $300 per hour The firm received the sum of $36,748 which constituted a pre-bankruptcy retainer. Krikor Meshefejian, Esq., a partner at Levene, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ron Bender, Esq. Beth Ann R. Young, Esq. Krikor J. Meshefejian, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 Email: rb@levene.COM bry@levene.COM kjm@levene.COM About AGTJ13, LLC AGTJ13, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11409) on February 26, 2024. In the petition signed by Lafayette Jackson Sharp, IV, manager, the Debtor disclosed up to $100 million in both assets and liabilities. Judge Sandra R Klein oversees the case. Ron Bender, Esq., at LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P., represents the Debtor as legal counsel. AMG CRITICAL: Moody's Affirms 'B1' CFR & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Ratings affirmed AMG Critical Materials N.V.'s ("AMG") corporate family rating of B1, probability of default rating of B1-PD, the Ba2 ratings of its senior secured revolving credit facility ("RCF") and the existing senior secured term loan B. AMG Vanadium LLC's B3 backed senior unsecured revenue bond rating issued by Ohio Air Quality Development Authority 30-year tax-exempt revenue bonds (State of Ohio Exempt Facilities Revenue Bonds), which are guaranteed by AMG Critical Materials N.V., was also affirmed. AMG is seeking to issue incremental term loans of about $50 million. The proceeds from the issuance will be used for lithium resource acquisition, working capital and other general corporate purposes. The speculative grade liquidity rating is maintained at SGL-2. The rating outlook was changed to stable from positive. RATINGS RATIONALE The change in the outlook to stable reflects a sharp deterioration in lithium prices in the last 6-9 months, soft ferrovanadium market environment and Moody's expectations that spodumene, lithium hydroxide and carbonate prices will remain near spot levels in the short term given the ongoing inventory destocking in the global supply chain. The rating affirmation positively considers AMG's good liquidity, its broad geographic and end market diversity, its strong market position with only a few major competitors for most of its critical materials and long-term relationships with a number of blue-chip customers. The importance of its products in lightweighting, energy efficiency and carbon emissions reduction, as well as growing exposure to lithium related products should provide for a relatively steady customer demand over the longer term and are viewed as positive credit considerations. The rating is also supported by Moody's expectations that, while AMG's leverage will be elevated in 2024, the company's credit metrics will approach levels commensurate with a B1 rating in 2025 and that AMG will preserve its good liquidity position throughout its current growth phase. AMG's rating is constrained by its modest scale versus higher rated manufacturers, material reliance on ferrovanadium revenues, the volatility in the commodity prices it is heavily exposed to, including lithium, high capex, and negative projected free cash flow in 2024-2025. The company continues to benefit from the agreement with Glencore plc for the sale of the FeV from both the Cambridge and Zanesville plants that effectively removes the market volume risk and reduces its exposure to ferrovanadium (FeV) price volatility. The company's strategic focus to expand its lithium portfolio in step with the fast-growing EV market is anticipated to benefit its growth profile given the secular trend that is expected from stricter emission standards and government support for electric vehicles in multiple regions. AMG generated $336 million in Moody's-adjusted EBITDA in 2022 and $326 million in 2023, substantially higher than in previous few years, benefitting mainly from previously strong spodumene prices, and to lesser extent, continued recovery in the commercial aerospace market and higher spodumene and FeV volumes. As a result of higher earnings and modestly lower gross debt, leverage declined to 2.8x in 2023 from 8.4x in 2021 and free cash flow (after dividends) turned modestly positive in 2023 ($32 million) despite high growth capex spending. However, an increase in new lithium supply and lower downstream demand created conditions for supply chain destocking and rapid decline in lithium hydroxide and carbonate prices to below $15,000/ton currently despite still relatively strong underlying EV and energy storage demand. Spodumene concentrate prices that AMG currently sells to third parties fell from over $6,000/ton in 2022 to under $1,000/ton by 2023 year-end. The FeV price also declined sharply in 2023 to about $13/lb presently, reflecting softer global demand and higher supply from China. AMG has been investing heavily in growth projects over the last few years. The company completed and ramped up its new $325 million Zanesville FeV plant in 2023. The Spodumene1+ (SP1+) expansion project in Brazil that will add 40kt of spodumene production is expected to operate at the 130ktpy capacity in Q4 2024, with related tantalum capacity expansion project adding 110k lbs of annual production. The lithium facility AMG is currently building in Germany will refine lower grade lithium chemical products into battery grade lithium hydroxide, suitable for usage in lithium ion battery cells. The plant is located close to its customers and the first module is designed to deliver 20,000 tons per year of battery grade hydroxide to the market pending the product qualification process that is slated to start in the third quarter of 2024. The capital cost of the project is $150 million and was prefunded via equity offering in April 2021. Future growth plans include building a second 20kt lithium upgrade plant in Germany and a precursor plant in Brazil to convert spodumene into a technical grade lithium carbonate that will serve as a feedstock for German plants, among other projects. Moody's expect AMG's capex to remain high in the next few years. However, Moody's also anticipate that higher volumes from the completed and commissioning growth projects and the recovery in other segments will enable AMG to generate greater cash flows which along with its good liquidity will support credit metrics commensurate with a B1 CFR. Assuming a spodumene price of $900/t and FeV price of $13/lb, Moody's estimates that AMG will generate about $140 million in Moody's-adjusted EBITDA in 2024 and about $190 million in 2025. With higher projected debt and materially lower earnings, Moody's expect leverage to increase to about 7x in 2024 but improve to under 5.5x in 2025. At these prices, due to still relatively high capex spending, Moody's estimate negative free cash flow of $90-100 million in 2024. Leverage could improve to below 5x in 2025 with the modest increase in FeV and lithium/spodumene prices. The stable outlook assumes that after deteriorating in 2024 as projected by Moody's, the company's earnings and cash flows will demonstrate considerable growth in 2025 and credit metrics will approach levels commensurate with a B1 rating. The outlook also assumes that despite challenging lithium and FeV market conditions and high capex spending, AMG will carefully manage its liquidity and will take actions to protect its balance sheet in an adverse market scenario. The outlook also incorporates Moody's expectations that AMG will not experience any significant delays with its growth projects, successfully ramps up the SP1+ project in Brazil, scales up the hydroxide plant in Germany and generates commercial sales following the product qualification period. The outlook also factors in the expectations that capex and/or M&A plans will not require significant new borrowings that could result in leverage materially exceeding the company's leverage target of less than 2.5x. AMG's SGL-2 speculative grade liquidity rating reflects its good liquidity profile supported by $345 million in cash and cash equivalents and $195 million available under its $200 million revolver as of December 31, 2023. AMG has no meaningful debt maturities prior to the maturity date of the revolver in 2026 and the term loan B in 2028. Moody's expects the revolving facility to remain undrawn over the rating horizon. Moody's also expects the company to have ample headroom under its 3.5x first lien leverage covenant. The Ba2 rating of the senior secured revolving credit facility and senior secured term loan B reflects their priority position in the company's capital structure. The credit facilities are secured by a first priority lien on substantially all of the assets of several of the company's operating subsidiaries and a first priority lien on 100% of the capital stock (limited to 65% of voting stock for foreign subsidiaries) of each subsidiary borrower and each material wholly-owned subsidiary. However, the security package excludes the assets of a number of key foreign subsidiaries that account for a material portion of the overall assets of the company. The B3 rating of the tax-exempt unsecured bonds reflects a relatively high proportion of secured debt and the bonds' effective subordination to the secured debt. The bonds are issued by the Ohio Air Quality Development Authority and guaranteed by AMG Critical Materials N.V. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade could be considered if the company successfully completes and ramps up the SP1+ expansion project in Brazil and the lithium upgrading facility in Germany, generates commercial sales from these projects, demonstrates that it can consistently generate positive free cash flow, maintain strong operating performance and credit metrics commensurate with a rating higher than B1 CFR in various commodity price environments. Quantitatively, the ratings could be upgraded if, on a sustained basis, the leverage ratio remains below 4.0x, the interest coverage ratio at or above 5.0x and FCF/Debt is equal to or above 5% over the following 12-18 months. However, AMG's moderate scale limits its ratings upside potential. Negative rating pressure could develop if the company experiences any significant issues related to its growth projects. Any material operating disruptions, weaker than expected financial and operating performance, or the pursuit of other debt financed growth projects that result in deterioration of debt protection metrics could negatively impact the company's rating. Quantitatively, the ratings could be downgraded if the leverage ratio is expected to be sustained above 5.0x or the interest coverage ratio sustained below 2x. A significant reduction in borrowing availability or liquidity could also result in a downgrade. AMG Critical Materials N.V. headquartered in Wayne, Pennsylvania, operates through three new divisions – AMG Lithium, AMG Vanadium and AMG Technologies. AMG Lithium encompasses the company's global lithium operations including Brazil and Germany. AMG Vanadium is comprised of the company's global vanadium adjacent businesses with operations in the US, Germany and UK. AMG Technologies designs and produces vacuum furnace equipment and systems, specialty metals and chemicals and other products used in infrastructure, automotive and other industrial applications. The company sells its products to the transportation, infrastructure, energy, and specialty metals & chemicals end markets from production facilities in Germany, the United Kingdom, France, United States, China, Mexico, Brazil and India. The company produced revenues of about $1.6 billion in FY2023. The principal methodology used in these ratings was Manufacturing published in September 2021. AMICAS PIZZA: Ongoing Operations to Fund Plan Payments ------------------------------------------------------ Amicas Pizza, Microbrew & More, Inc., filed with the U.S. Bankruptcy Court for the District of Colorado a Plan of Reorganization for Small Business under Subchapter V dated March 28, 2024. The Debtor was founded in 2002. Since that time, it has operated a full-service community taphouse and scratch kitchen restaurant in the heart of downtown Salida, Colorado. The Debtor has been a fixture of the Salida community since that time and had been profitable up until COVID. Post-COVID, Debtor attempted an unsuccessful expansion with Stokes BBQ causing it to incur substantial debt. This was further compounded by the fact that Debtor's former manager entered into numerous unauthorized and high interest rate loan agreements, which its cash flow could not sustain. The Debtor is also investigating a proposed investment in Mexico whereby Debtor's former manager transferred $250,000.00 of Debtor's funds allegedly for earnest money on an expansion, which was never purchased. Depending on the outcome of this investigation, Debtor's may bring avoidance or other actions related to this Mexico transfer and/or other actions of Debtor's former managers. For the five-year total, Debtor projects $718,439.82 net cash flow which can be paid to creditors under the "disposable income" requirement of the Code. In the event Debtor's recover additional funds through litigation relating to the actions of its former manager, such funds would be available to increase payments to creditors through the Plan Class 4 consists of Allowed Unsecured Claims. The Class 4 creditors shall each be paid their pro rata share of the Plan Payment Fund along with the Class 4 through 5 Claims. Class 5 consists of Disputed, Unliquidated, and Contingent Unsecured Claims of For a Financial Asset Securitization 2021, LLC, and Forward Financing. Class 5 claimant Financial Asset Securitization 2021, LLC ("FAS") has filed a Proof of Claim in the amount of $56,500.00 and improperly alleges that it is secured. Accordingly, such loan may be disallowed and/or equitably subordinated in accordance with applicable law. As further reflected on Debtor's Schedules, any amounts are subordinated to High County Bank and thus unsecured. Class 5 claimant Forward Financing ("FF") filed a Proof of Claim in the amount of $56,500.00. Accordingly, such loan may be disallowed and/or equitably subordinated in accordance with applicable law. Debtor shall file claims objections within 6 months of the Effective Date. To the extent Class 5 claims constitute Allowed Unsecured Claims, Class 5 creditors shall each be paid their pro rata share of the Plan Payment Fund along with the Class 4 through 5 Claims. The Debtor's board members prepared cash flow projections which reflect a realistic prediction of Debtor's operations during the 5-year period following confirmation of the Plan. These projections show an accumulated net cash flow available to pay creditors in the total amount of $718,439.82 over the 5-year period. This amount shall be paid pro rata to Unsecured Creditors with Allowed Claims in Classes 4 and 5. The projections also demonstrate the ability to pay the Secured Creditors in Classes 1 and 3. The funds deposited into the account representing the Plan Payment Fund will come from Debtor's net revenue generated from its ongoing operations. Since it is possible that the total amount of the Allowed Claims will not be known until all litigation regarding claims objections are determined with finality, the Plan Payment Fund shall be placed in an interest-bearing account following the Effective Date and in accordance with Debtor's projections for Unsecured Creditors and not disbursed until all Allowed Claims are known. A full-text copy of the Plan of Reorganization dated March 28, 2024 is available at https://urlcurt.com/u?l=KkHscB from PacerMonitor.com at no charge. Attorney for the Debtor: Jeffrey A. Weinman, Esq. Bailey C. Pompea, Esq. ALLEN VELLONE WOLF HELFRICH & FACTOR P.C. 1600 Stout Street, Suite 1900 Denver, CO 80202 Telephone: (303) 534-4499 Email: JWeinman@allen-vellone.com BPompea@allen-vellone.com About Amicas Pizza Microbrews & More Amicas Pizza Microbrews & More, Inc. owns and operates a pizza restaurant offering wood-fired pies and craft beer in bright, laid-back digs. The company is based in Salida, Colo. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-16046) on December 29, 2023, with up to $10 million in both assets and liabilities. Joli Lofstedt, Esq., serves as Subchapter V trustee. Judge Thomas B Mcnamara oversees the case. The Debtor tapped Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor, PC as legal counsel; Ayn Hanselmann, CPA, at Troiano & Hanselmann, Inc., as accountant; and Kaizen Management, LLC as bookkeeper. ANTICIMEX INC: Moody's Rates New $400MM First Lien Term Loan 'B2' ----------------------------------------------------------------- Moody's Ratings assigns a B2 instrument rating to Anticimex Inc.'s proposed $400 million backed senior secured first lien term loan B6 add-on due in 2028. Concurrently, Moody's affirmed Anticimex Global AB's (Anticimex or the company) B3 corporate family rating, B3-PD probability of default rating, as well as all existing B2 ratings on the senior secured term loan B2 and the senior secured revolving credit facility. In addition, Moody's affirmed Anticimex Inc.'s B2 ratings on the backed senior secured term loans B1, B4, and B5 and affirmed Anticimex Pty Ltd.'s B2 rating on the backed senior secured term loan B3. The outlook on Anticimex remains stable and the outlook assigned to Anticimex Pty Ltd. and Anticimex Inc. is stable. The proceeds from the new incremental term loan will be used to repay the outstanding SEK1,736 million (equivalent to around $168 million) of drawings under the senior secured revolving credit facility (RCF) due in May 2028, increase available cash balance by SEK336 million (around $32 million) as well as refinance its $200 million senior secured first lien term loan B5 tranche ("TLB 5") due in November 2028. In addition, the company is looking to upsize the revolving credit facility (RCF) to SEK4.1 billion from SEK3 billion. Upon completion of the refinancing of the TLB5, Moody's will withdraw the ratings on the TLB 5 instrument. The proposed transactions are broadly credit neutral. On a pro forma basis, Moody's estimates that Anticimex's Moody's adjusted debt/EBITDA will increase to 8.1x from 7.9x as of 2023.At the same time the transaction will improve the company's liquidity position by freeing up availability under the RCF which Moody's considers will be partly used to support Anticimex's bolt-on acquisitions strategy. The company has demonstrated its ability to successfully integrate M&A targets and as such has improved its operating earnings over time while maintaining a good liquidity profile, both balancing its high leverage. Moody's does not expect material headwinds for their business as the demand benefits from long term growth drivers, with geographical diversification supporting balancing macro-economic dynamics. RATINGS RATIONALE The B3 corporate family rating (CFR) of Anticimex is supported by the company's strong and geographical diversified footholds in the preventive pest control industry, enhanced by its digital innovations. The company's rating is further bolstered by a diversified customer base with low concentration and consistent customer retention. Other factors supporting the rating include favourable long-term demand trends such as by urbanization, climate change, and more stringent regulations, which underpin a significant portion of recurring revenue, solid level of profitability, and a robust capacity for cash generation. However, the rating is constrained by Anticimex's high Moody's adjusted leverage of 7.9x in 2023 (7.6x taking into account the full-year effect of acquisitions made in-year). The degree at which the company can reduce its financial leverage is sensitive to its M&A-driven growth appetite and financial policy. While Anticimex's has proven its ability to successfully integrate these acquisitions, hereby improving its earnings base, the company's large debt burden in the context of higher cost of capital could strain its interest coverage ratio over time. At this point company has proactively hedged its interest rate exposure. RATING OUTLOOK The stable rating outlook is based on Moody's expectation that Anticimex will keep growing its earnings and generating positive free cash flow (FCF) in the next 12-18 months. The rating agency anticipates this will help to at least maintain a leverage level consistent with the rating guidance notwithstanding the company's M&A appetite. Moreover, the stable outlook is supported by Moody's expectation that Anticimex will maintain good liquidity and will not make any distributions to shareholders or large debt-funded acquisitions over the next 12 to 24 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive rating pressure could arise if: -- Moody's-adjusted debt/EBITDA were to remain below 6.5x on a sustained basis -- Moody's-adjusted EBITA/interest improves to 2.0x -- Moody's-adjusted retained cash flow/net debt were to exceed 10.0% on a sustained basis -- The company maintains a good liquidity profile Negative rating pressure could arise if: -- If Moody's-adjusted debt/EBITDA were to increase to levels that could challenge future refinancing prospects or indicate an unsustainable capital structure over time -- its Moody's-adjusted EBITA/interest were to remain below 1.5x on a sustained basis -- its liquidity weakens substantially as a result of overly aggressive M&A activity, negative FCF, or shareholder distributions LIQUIDITY Proforma the new capital structure, Moody's expects Anticimex to maintain a good liquidity, underpinned by around SEK1 billion available cash (including transaction fees and excluding restricted cash) and SEK4.1 billion availability under the undrawn RCF as of December 2023. The company maintains ample headroom under its springing net senior secured first lien leverage (at maximum 11.5x, to be tested in each quarter end if RCF drawings excluding cash and acquisition up to 35% of RCF exceed more than 40% of total committed RCF). In the next 12-18 months, the rating agency expects Moody's-adjusted FCF to remain positive, with around SEK2 billion funds from operations, SEK250 million working capital consumption, capex (including leases) of around SEK925 million, and no dividend distributions. In addition, Moody's anticipates the company to continue with its accretive M&A strategy which will be largely funded with positive FCF generation. The company has no significant debt maturities prior to May 2028 and November 2028 when the senior secured RCF (SEK4.1 billion) and first lien term loans (SEK24.2 billion equivalent) mature, respectively. In addition, the company hedges around 80% of its outstanding debt with a cap of 3%. STRUCTURAL CONSIDERATIONS Proforma for the contemplated transactions, Anticimex's new capital structure will consist of a SEK24.2 billion equivalent seven-year first-lien senior secured Term Loan B (TLB) and a first-lien senior secured SEK4.1 billion undrawn RCF, which rank pari passu. The facilities share the same security package consisting mainly of share pledges as well as material intra-group receivables; these are guaranteed by a group of companies accounting for at least 80% of consolidated EBITDA. The instruments are rated one notch above the CFR, reflecting their seniority in the capital structure because of the presence of a SEK4.2 billion equivalent eight-year second-lien senior secured TLB that is unrated. However Moody's recognize that the cushion for loss-absorption offered by the comparatively small amount of junior second lien debt ranking below the first-lien debt is narrow. The B3-PD probability of default rating is on par with the company's CFR, reflecting the use of a standard 50% recovery rate, as is customary for capital structures with first- and second-lien bank loans and covenant-lite documentation. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in November 2021. CORPORATE PROFILE Headquartered in Stockholm, Anticimex is a provider of preventive pest control services. The company operates more than 240 branches in 21 countries across Europe, North and Latin America, and Asia-Pacific. In 2023, the company generated around SEK15.5 billion of revenue and around SEK4.3 billion of company's proforma adjusted EBITDA. ASPIRA WOMEN'S: Reports Q4, FY 2023 Financial Results ----------------------------------------------------- Aspira Women's Health Inc. reported its financial results for the fourth quarter and year ended December 31, 2023. "We made a great deal of progress in 2023. Not only were we able to cut our cash used in operations in half by aligning spending to business needs, but we simultaneously increased revenues and test volume, implemented enhancements to our commercial organization and achieved important market access milestones," said Nicole Sandford, Chief Executive Officer of Aspira. "Progress in our innovation program continued to accelerate with the announcement in December of the first ever proteomic blood test to identify endometriomas and the achievement of major milestones in the development of our promising AI-enabled protein and miRNA diagnostic tests for ovarian cancer and endometriosis." Sandford continues, "Now, we turn towards 2024 with a strong, talented team and unprecedented momentum for women's health progress at both the Federal and state levels. The hard work of the past two years has positioned us to rise to these opportunities and reach our full potential." Fourth Quarter 2023 and Recent Corporate Highlights * Raised $5.5 million in gross proceeds through a registered direct offering with a single healthcare focused institutional investor alongside participation from Nicole Sandford, CEO of Aspira, as well as certain existing shareholders. *Received final crosswalk pricing determination from the Centers for Medicare & Medicaid Services (CMS) and approval of the crosswalk of the fee to be paid to the company for OvaWatch to the fee paid historically for Ova1. Aspira will be reimbursed at a rate of $897 for all OvaWatch and Ova1 tests processed for Medicare patients meeting applicable coverage requirements. * Announced an exclusive 5-year distribution agreement with Hi-Precision Laboratories, one of the largest medical laboratories in the Philippines. * Presented a poster, entitled: "Improving the diagnostic accuracy of an ovarian cancer triage test using a joint miRNA-protein model," at the AACR Special Conference in Cancer Research. The poster highlighted data showing miRNA's potential to improve the diagnostic accuracy of non-invasive diagnostic tests suggesting that using combined approaches could improve the triaging of patients with suspected ovarian cancers. * Presented a late-breaking poster entitled "A Protein Biomarker Test and Artificial Intelligence-Based Algorithm for Ovarian Endometriosis," at the 71st Annual Scientific Meeting for the Society for Reproductive Investigation. The poster highlighted data from the first non-invasive test for ovarian endometriosis. * Secured reimbursement for Ova1Plus from the California Department of Health Care Services. Aspira will be reimbursed at a rate of $897 for all Ova1Plus tests processed for Medi-Cal patients meeting applicable coverage requirements. * Established a Clinical Advisory Board as an element of the company's overall mission to develop and distribute high-impact diagnostic tools for gynecologic disease. Each member of the Board is a recognized thought-leader with deep clinical expertise in gynecologic health. * Named Dr. Sandra Milligan as President with direct responsibilities for Research and Development, Operations, Information Technology, and Human Resources. Fourth Quarter 2023 Financial Highlights * Product revenue was $2.1 million for the three months ended December 31, 2023, compared to $2.1 million for the same period in 2022. The number of OvaSuite tests performed was approximately 5,659 during the three months ended December 31, 2023, flat when compared to the approximately 5,642 OvaSuite tests for the same period in 2022. The average unit price (AUP) increased to $376 for the three months ended December 31, 2023, compared to $369 for the same period in 2022. * Gross profit margin was 57.2% for the three months ended December 31, 2023, compared to 57.6% for the same period in 2022. * Research and development expenses for the three months ended December 31, 2023, increased by $0.1 million, or 7%, compared to the same period in 2022. * Sales and marketing expenses for the three months ended December 31, 2023, decreased by $1.1 million, or 40%, compared to the same period in 2022. This decrease was primarily due to decreased employment-related expenses and travel costs. * General and administrative expenses for the three months ended December 31, 2023, increased by $0.1 million, or 4%, compared to the same period in 2022. Full Year 2023 Highlights * Product revenue was $9.2 million for the year ended December 31, 2023, compared to $8.0 million for the same period in 2022. The 15% product revenue increase was due to the addition of the Company's OvaWatch product, and an increase in the average unit price (AUP) per test to $382 for the year ended December 31, 2023, compared to $372 for the same period in 2022. * The number of OvaSuite tests performed increased 12% to approximately 23,990 tests during the year ended December 31, 2023, compared to approximately 21,423 tests for the same period in 2022. * Gross profit margin was 57.5% for the year ended December 31, 2023, compared to 52.8% for the year ended December 31, 2022. The change in gross margin was primarily due to a decrease in variable lab supply and shipping costs compared to the prior year. * Research and development expenses for the year ended December 31, 2023, decreased by $1.9 million, or 32%, compared to the same period in 2022. The decrease was primarily due to a decrease in costs related to the Company's sponsored research collaboration agreements, a decrease in consulting expenses and a decrease in costs due to the closure of a research and development lab in 2023. * Sales and marketing expenses for the year ended December 31, 2023, decreased by $7.1 million, or 48%, compared to the same period in 2022. This decrease was primarily due to decreased employment-related expenses and travel costs. * General and administrative expenses for the year ended December 31, 2023, decreased by $2.4 million, or 16%, compared to the same period in 2022. This decrease was primarily due to a decrease in employment-related expenses and a decrease in outside legal costs, offset by increased accounting costs. As of December 31, 2023, Aspira had $2.9 million in cash, including restricted cash. Subsequent to the end of the quarter, Aspira raised $5.5 million in gross proceeds in a registered direct offering and concurrent private placement. Cash used in operating activities was $3.5 million for the three months ended December 31, 2023, compared to $7.1 million in the same period in 2022. Cash used in operating activities for the year ended December 31, 2023, was $15.9 million, a 49% decrease compared to $31.1 million in the same period in 2022. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at https://tinyurl.com/2mc8srf9 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. ASURION LLC: Moody's Puts 'B1' CFR on Review for Downgrade ---------------------------------------------------------- Moody's Ratings has placed the B1 corporate family rating and B1-PD probability of default rating of Asurion, LLC on review for downgrade. The rating agency has also placed the Ba3 ratings on Asurion's senior secured revolving credit facility and senior secured first-lien term loans and B3 ratings on its senior secured second-lien term loans on review for downgrade. Previously, the outlook was stable. The review for downgrade reflects the delay in the company completing its 2023 audited financial statements pending an internal investigation. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS According to Moody's, the review for downgrade will focus on the timeline for submitting the year-end audited financial statements to lenders as well as the outcome of the internal investigation. Asurion's ratings reflect its strong market presence in mobile device services, including fulfillment, repair and administration, distributed through wireless carriers in the US, Japan and other selected international markets. Asurion also has a smaller but growing presence in extended warranty, service and replacement plans for consumer electronics and appliances offered through major retailers, its own repair shop network, and a remote technician network. In both segments, a growing share of Asurion's revenue comes from comprehensive technical support bundled with other product offerings. Asurion has a record of efficient operations and healthy profit margins. A key credit challenge for Asurion is its business concentration among leading wireless carriers, although Asurion regularly negotiates multiyear contract extensions with the carriers. Another challenge is foreign exchange risk associated with Asurion's large Japanese business, which the company hedges through a range of derivatives that help protect enterprise value but add volatility to reported earnings. Moody's said the following factors could lead to a confirmation of Asurion's ratings: (i) completing the 2023 audited financial statements; and (ii) continued solid financial performance. Factors that could lead to a downgrade of Asurion's ratings include: (i) significant delays in completing the audited financial statements and resolving the investigation; (ii) debt-to-EBITDA ratio above 6.5x; (iii) (EBITDA - capex) coverage of interest below 2x; (iv) free-cash-flow-to-debt ratio below 4%; or (v) loss of a major carrier relationship. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in February 2024. Based in Nashville, Tennessee, Asurion is a global provider of insurance, repair, replacement, installation and technical support for mobile devices and other consumer electronics and appliances. Asurion generated revenue of $8.9 billion for the 12 months through September 2023. BABCOCK SOLUTIONS: Seeks to Hire Kutner Brinen as Legal Counsel --------------------------------------------------------------- Babcock Solutions, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Kutner Brinen Dickey Riley, PC as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor 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 that may be required in the continued administration of the Debtor's property under Chapter 11; (d) take necessary actions to enjoin and stay until a final decree herein the continuation of pending proceedings and to enjoin and stay until a final decree herein the commencement of lien foreclosure proceedings and all matters as may be provided under 11 U.S.C. Sec. 362; and (e) perform all other legal services for the Debtor that may be necessary. The hourly rates of the firm's counsel and staff are as follows: Jeffrey S. Brinen $515 Jonathan M. Dickey $375 Keri L. Riley $375 The firm received a retainer in the amount of $14,000 from the Debtor. Keri Riley, Esq., an attorney at Kutner Brinen Dickey Riley, 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: Keri L. Riley, Esq. Kutner Brinen Dickey Riley, PC 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Telephone: (303) 832-2400 Email: klr@kutnerlaw.com About Babcock Solutions, LLC Babcock Solutions, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-11228) on March 20, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge Kimberley H Tyson presides over the case. Keri L. Riley, Esq. at Kutner Brinen Dickey Riley, P.C. represents the Debtor as counsel. BALLY’S CORP: Fitch Lowers IDR to 'B', Outlook Negative --------------------------------------------------------- Fitch Ratings has downgraded Bally's Corporation's (Bally's) Issuer Default Rating (IDR) to 'B' from 'B+'. Fitch has also downgraded the rating on the senior secured term loan B and revolver to 'BB'/'RR1' from 'BB+'/'RR1'and the unsecured notes to 'CCC+'/'RR6' from 'B-'/RR6'. The Rating Outlook is Negative. The downgrade reflects the relatively high leverage that is above Fitch's rating downgrade sensitivities and are now expected to be higher for longer; execution risk in the financing and development of the Chicago development; as well as other potential development opportunities, and continued drag on EBITDA at the North America Interactive segment. This is offset a diverse portfolio of regional gaming properties, the stable International Interactive business, an expected reduction in losses in the North America Interactive business and adequate liquidity. The company's regional casinos and International Interactive business provides somewhat stable EBITDA and generates positive FCF. Consolidated leverage remains high, as FCF proceeds from these segments have funded the domestic iGaming launch costs, share repurchases, and future development plans. Bally's has a robust development program, although the timing of the Las Vegas development and the awarding of the New York license remains unclear. The Negative Outlook reflects leverage that the company is operating slightly around Fitch's 7.0x downgrade sensitivities, which could remain elevated during the Chicago construction period. The Outlook also reflects the uncertain outcome of the offer by Standard General to purchase the remaining shares of Bally's. KEY RATING DRIVERS Leverage Remains High: Fitch calculates Bally's 2023 EBITDAR leverage at 7.2x, although the expectation of further decline is dependent on the timing on the spend and the refinancing options on the Chicago permanent facility, as well as other potential development projects. Leverage is expected to increase during the development of the permanent Chicago project, but terms on the financing and development spending are currently unclear. The company increased debt in 2023 by $163 million to fund Chicago development costs, growth capex, and share repurchases. The Chicago development debt is considered nonrecourse, although Fitch considers Chicago to be an important part of the company's strategy, Fitch will ultimately include the Chicago property's cash flow and associated debt in its consolidated leverage metrics, given the property's perceived strategic importance. Standard General Takeover Proposal: On March 12, 2024, the company received a non-binding proposal by Standard General to acquire all of the outstanding shares of Bally's that it did not already own for $15/share. Standard General is the largest owner of Bally's, with a 26.4% share. The offer is a 41% premium to the stock price at the time of the announcement, and values Bally's at a 7.8x EV/EBITDA multiple to consensus estimates. Standard General had made a similar offer in 2022 at $38/share that the board rejected. The cost of the remaining shares is approximately $602 million. Standard General is an excluded party under the change of control options of the outstanding bonds. Chicago Casino Development: The proposed $1.3 billion Chicago casino development will likely lead to medium-term elevated consolidated leverage metrics through 2026, with gross consolidated adjusted leverage likely remaining outside of Fitch's sensitivities during construction. Bally's continues to work on financing for the project, which could have an impact on ratings. Further, there is execution risk around the property opening in a reasonable time frame and EBITDA meeting Fitch's expectations. Fitch forecasts EBITDA ramping up to $200 million over time. This reflects market-wide win-per-unit metrics of comparable Chicagoland casinos, the property's positioning in the market, and the city's higher than average gaming tax rate. Chicago is a robust - although saturated - gaming market, with many casinos in close proximity to the city. Fitch believes the proposed casino should be able to generate above-average win-per-day metrics compared with competitive properties. Strong Diversification: Bally's currently operates or is developing 16 properties in 10 states. The M&A strategy focuses primarily on buying underperforming properties at discounted valuations. Its properties are typically not market leaders, but ongoing growth capex in its properties will support competitiveness. In addition to the regional properties, Bally's has a strong presence in its International Interactive segment, which has exhibited somewhat stable market share, particularly in its UK segment. The company retains a conservative profile of its customer base, and Fitch believes Bally's is not exposed to extreme volatility in its operations. Lagging Domestic Interactive Business: The momentum in U.S. sports betting and online gaming has led to multiple land-based and digital operators entering the market, including Bally's. Although the U.S. interactive business benefits the company's product diversification, Fitch does not expect it to be a material credit driver in the near to intermediate term. Bally's is still rolling out its product offering, and the segment remains a drag on cash flow - given the existing competitive intensity. The company is focusing on its iGaming business, as the New Jersey product continues to increase market share, and recent launches in Pennsylvania, Ontario, Canada, and Rhode Island. Fitch expects business trends to improve, but the timing and impact remains unclear. Uncertain Regional Gaming Outlook: Bally's investments in its regional land-based portfolio should pay dividends, but Fitch remains recognizes the potential impact of regional gaming drivers, such as higher inflation and potentially lower regional demand. Fitch expects recent expansions and redevelopment at properties such as Kansas City, the Rhode Island properties, and the temporary Chicago asset could offset potentially weaker economic trends. Solid International Interactive Performance: Gamesys provides geographic and platform diversification to the company's predominantly U.S. land-based operating profile, as well as strong FCF generation. Gamesys has a bingo and online casino presence in the U.K., representing about 58% of total Gamesys revenue, and also realizes growth in the unregulated Japan market. The subsidiary provides the in-house technology tools needed for Bally's U.S. interactive strategy. These benefits are balanced against medium-term regulatory concerns from the U.K.'s Gambling Act Review, whose eventual outcome could weigh more negatively on online casino operators relative to betting-focused operators. DERIVATION SUMMARY The 'B' rating reflects Bally's diversified U.S. regional gaming footprint and international digital footprint, as well as its high EBITDAR leverage. The rating also reflects Bally's good discretionary FCF and liquidity position. Bally's aggressive development program provides further growth opportunities but also carries execution and financing risks. MGM Resorts International (MGM: BB-/Stable) has higher-quality properties; broader diversification, with a solid presence on the Las Vegas Strip; strong liquidity; and a greater normalized FCF profile. Bally's is more diversified than Great Canadian Gaming Corporation (GCGC; B+/Stable), although GCGC's Toronto properties benefit from a long-term exclusivity period. The Gamesys business has smaller scale and weaker diversification than peers Flutter Entertainment plc (BBB-/Stable) and Entain plc (BB/Stable), which are more focused on fixed-odds betting (online and retail) and poker. Flutter has a strong existing footprint in the growing U.S. sports betting market, given its ownership of Fanduel. KEY ASSUMPTIONS Same-store land-based revenue increases by the low- to mid-single digits in 2024 to 2027, helped by the opening of the Chicago temporary casino and other property-specific improvements offset by overall weakness in regional gaming markets; total company EBITDAR margins are forecast to be in the low-20% range; No further sale-leasebacks are assumed during the forecast; The Chicago temporary casino opened in September 2023, and the permanent casino is expected to open in 2H26; Fitch forecasts a $200 million EBITDA runrate at the fully ramped property, or a 12% return on investment; Bally's U.S. interactive business remains EBITDA negative in 2024 and 2025 but turns positive in 2026; International Interactive grows by the low-single digits through the forecast; segment EBITDA margins after allocated administrative expense remain in the mid-30% range; Base interest rates applicable to the company's outstanding variable-rate debt obligations reflect the current SOFR forward curve; Maintenance and non-development capex of $165 million per year plus spending on the Chicago permanent casino of $150 million in 2024, $500 million in 2025, and $450 million in 2026. Assumed to be debt financed. RECOVERY ANALYSIS The recovery analysis assumes Bally's would be considered a going concern in bankruptcy, and the company would be reorganized rather than liquidated. Fitch assumes the company's roughly $126 million in leases with gaming REITs are not rejected in bankruptcy, and Fitch also assumes the rent is not reset by the landlords. Fitch has assumed a 10% administrative claim and full draw on its approximately $620 million revolver. The recovery ratings contemplate roughly $2.5 billion of secured debt claims and approximately $1.5 billion of unsecured debt claims. Fitch utilizes an aggregate going-concern EBITDA of about $486 million, which includes roughly $221 million from the U.S. land-based business, $240 million from Gamesys, and $25 million attributable to the U.S. interactive business. With a blended enterprise value (EV) multiple of roughly 5.75x, this equates to $2.8 billion of EV. The U.S. land-based going-concern EBITDA reflects a moderate recessionary environment, characterized by 50% flow through to EBITDAR less master lease rent. It also represents a forward view from a hypothetical decline in EBITDA that could result in negative FCF or a financial covenant breach under the credit agreement; a decline below $380 million in EBITDA would result in breaching the 5.0x first-lien leverage covenant. Fitch includes a small amount of Bally's domestic Interactive EBITDA, which already assumes a long ramp-up. The U.S. sports betting and iGaming industries are exhibiting rapid revenue growth but still limited operations in only a select group of states. The International Interactive going-concern EBITDA reflects reduced economics in the U.K. as a result of medium-term regulatory headwinds and/or the loss of its Asian business (about 30% of revenue), given its unregulated nature. Fitch's recovery analysis for Bally's is based on blended EV multiples for its three segments that are slightly below historical market and M&A implied multiples. This accounts for the difficulty of estimating multiples at the time of default, which could be several years out for healthier issuers. Fitch assigns a 6.0x multiple to the company's land-based segment, given those properties primarily operate in competitive markets, are not market leaders and have some degree of fixed costs related to their lease agreements. This is higher than the 5.5x multiple used for pure gaming operating companies, in connection with higher fixed costs, and lower than peers that operate in more advantageous markets or have higher property quality. The 6.0x multiple is a discount to traditional gaming assets' M&A and trading multiples of around 8.0x. As the interactive business grows and becomes a more meaningful piece of overall cash flow, it could support a higher EV multiple. Fitch applies a 5.5x EV multiple to the International Interactive segment, which is lower than the recovery multiple that was used for The Stars Group, given its geographic exposure outside of the U.S., regulatory headwinds in the U.K., smaller scale, and risks associated with operating in regulatory grey markets in Asia. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - EBITDAR leverage sustained below 6.0x; - Greater certainty on financing plans for the company's development projects; - Successful development of Bally's U.S. interactive business and profitability or market share exceeding Fitch's expectations. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Financing of Chicago development is recourse to issuer credit or limits liquidity in the restricted group; - EBITDAR leverage sustaining permanently above 7.0x although allow for temporary higher for Chicago construction; - FCF margins turn negative; - Adverse regulatory actions that significantly affect profitability, market access or the company's ability to maintain gaming licenses globally; Factors that Could, Individually or Collectively, Lead to a Resolution of the Negative Outlook - Financing for Chicago permanent casino is finalized that is not detrimental to the recourse corporate credit; - No negative impact on credit metrics if Standard General were to acquire the remaining shares of Bally's that it no longer owns. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Bally's has $285 million of availability on its $620 million revolver and $163 million in cash as of Dec. 31, 2023. The revolver matures in 2026 while the term loan matures in 2028. Bally's nearest bond maturity is not until 2029. During the second half of 2023, the company borrowed off the revolver to fund the acquisition of the New York golf course and stock repurchases. Bally's is still looking for funding for its permanent Chicago casino, Potential funding sources include a sale-leaseback of the Chicago property or other Bally's properties, proceeds from FCF at the temporary Chicago casino, additional funding from a ground lease facility ($200 million currently drawn) and/or construction financing. ISSUER PROFILE Bally's Corporation (BALY, Bally's) is a U.S. regional gaming operator. The company owns 16 land-based casinos in 10 states, an i-gaming business that operates in Europe (primarily the UK) and Asia, and a growing i-gaming business in the U.S. and Canada. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Bally's Corporation LT IDR B Downgrade B+ senior unsecured LT CCC+ Downgrade RR6 B- senior secured LT BB Downgrade RR1 BB+ BAYOU IN A BOWL: Ryan Richmond Named Subchapter V Trustee --------------------------------------------------------- The Acting U.S. Trustee for Region 5 appointed Ryan Richmond as Subchapter V trustee for Bayou In A Bowl, L.L.C. Mr. Richmond will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Richmond declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Ryan J. Richmond 450 Laurel Street, Suite 1450 Baton Rouge, LA 70801 Telephone: 225-412-3667 Facsimile: 225-286-3046 Email: ryan@snw.law About Bayou In A Bowl Bayou In A Bowl, L.L.C. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. La. Case No. 24-80189) on March 27, 2024, with $0 to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Stephen D. Wheelis presides over the case. Thomas R. Willson at Rocky Willson represents the Debtor as legal counsel. BERGIO INTERNATIONAL: Reports $6.6 Million Net Loss in 2023 ----------------------------------------------------------- Bergio International, Inc. filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $6.6 million on $4.09 million of total net revenue for the year ended December 31, 2023, compared to a net loss of $3.26 million on $5.2 million of total net revenue for the year ended December 31, 2022. As of December 31, 2023, the Company had $4.6 million in total assets, $6.4 million in total liabilities, and $1.8 million in total stockholders' deficit. Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company suffered an accumulated deficit of $23.8 million, net loss of $6.6 million and a negative working capital of $4.35 million. These matters raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Company's Form 10-K is available at: http://www.sec.gov/Archives/edgar/data/1431074/0001393905-24-000104-index.htm About Bergio International Bergio International, Inc. is engaged in the product design, manufacturing, distribution of fine jewelry primarily in the United States and is headquartered in Fairfield, New Jersey. BEST ROCK: Hires Sun Valley Equities Inc. as Real Estate Broker --------------------------------------------------------------- Best Rock Quarry, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Sun Valley Equities, Inc. as real estate broker. The firm will market and sell the Debtor's minefield located at 26262 Neuman Rd., Barstow, CA. The firm will be paid a commission of 4 percent of the sales price. Scott Lisk, a president at Sun Valley Equities, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Scott Lisk Sun Valley Equities, Inc. 8440 Reche Vista Dr. Colton, CA 92324 Tel: (909) 213-7962 About Best Rock Quarry, Inc. Best Rock Quarry, Inc. is a company in Barstow, Calif., engaged in the rock mining business. Best Rock Quarry filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-13800) on Aug. 24, 2023, with $1 million to $10 million in both assets and liabilities. Judge Mark D. Houle oversees the case. Lazaro E. Fernandez, Esq., at the Law Office of Lazaro E. Fernandez, Inc. is the Debtor's bankruptcy counsel. BLUE DOLPHIN: Posts $31 Million Net Income in 2023 -------------------------------------------------- Blue Dolphin Energy Company filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting net income of $31.01 million on $396.05 million of total revenue from operations for the 12 months ended Dec. 31, 2023, compared to net income of $32.89 million on $487.50 million of total revenue from operations for the 12 months ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $106.07 million in total assets, $64.48 million in total liabilities, and $41.60 million in total stockholders' equity. Sterling Heights, Michigan-based UHY LLP, the Company's auditor since 2002, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has significant debt in default and has a working capital deficiency. The ability of the Company to continue as a going concern is dependent on its ability to generate sufficient cash to fund operations and meet its obligations as they become due. The Company has concluded that its plans alleviate the substantial doubt related to its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/793306/000143774924010434/bdco20231231_10k.htm About Blue Dolphin Headquartered in Houston, Texas, Blue Dolphin Energy Company -- http://www.blue-dolphin-energy.com-- is an independent downstream energy company operating in the Gulf Coast region of the United States. The Company's subsidiaries operate a light sweet-crude, 15,000-bpd crude distillation tower with approximately 1.2 million bbls of petroleum storage tank capacity in Nixon, Texas. Blue Dolphin was formed in 1986 as a Delaware corporation and is traded on the OTCQX under the ticker symbol "BDCO." * * * This concludes the Troubled Company Reporter's coverage of Blue Dolphin until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. BLUE STAR: Fails to Regain Compliance With Nasdaq Bid Price Rule ---------------------------------------------------------------- Blue Star Foods Corp disclosed in a Form 8-K filed with the Securities and Exchange Commission that on March 26, 2024, the Company received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC indicating that as of March 25, 2024, the Company has not regained compliance with the Minimum Bid Price Requirement for continued listing on Nasdaq. In order to be eligible for a second 180-day period, the Company must meet the initial listing requirements for Nasdaq. Nasdaq stated the Company is not in compliance with the $5,000,000 minimum stockholders' equity initial listing requirement and, as such, is not eligible for a second 180-day period to regain compliance. On Sept. 26, 2023, Blue Star received a letter from Nasdaq notifying the Company that, based upon the closing bid price of the Company's common stock, par value $0.0001 per share, for the prior 30 consecutive business days, the Company was not in compliance with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a grace period of 180 days, or until March 25, 2024, to regain compliance with the Minimum Bid Price Requirement. The Company intends to appeal this determination and present its compliance plan to the Nasdaq Hearings Panel in writing. The Company's securities will not be suspended or delisted while the Panel makes its determination regarding the Company's continued listing on Nasdaq. Additionally, on April 30, 2024, the Company will hold a special meeting of stockholders at which the Company will propose the adoption and approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the shares of the Company's common stock at a specific ratio, ranging from one-for-two to one-for-fifty, with the exact ratio to be determined by the Company's board of directors without further approval or authorization of the Company's stockholders, in order to regain compliance with the Minimum Bid Price Requirement. About Blue Star Foods Based in Miami, Florida, Blue Star Foods Corp. -- https://bluestarfoods.com -- is an international seafood company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company's current source of revenue is from importing blue and red swimming crab meat primarily from Indonesia, the Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Farms for distribution in Canada. The crab meat which the Company imports is processed in 13 plants throughout Southeast Asia. The Company's suppliers are primarily via co-packing relationships, including two affiliated suppliers. The Company sells primarily to food service distributors. The Company also sells its products to wholesalers, retail establishments and seafood distributors. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. BLUE STAR: Incurs $4.5 Million Net Loss in 2023 ----------------------------------------------- Blue Star Foods Corp. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $4.47 million on $6.12 million of net revenue for the year ended Dec. 31, 2023, compared to a net loss of $13.19 million on $12.77 million of net revenue for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $6.36 million in total assets, $3.77 million in total liabilities, and $2.59 million in total stockholders' equity. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Blue Star said, "The Company's ability to continue as a going concern is dependent upon the Company's ability to increase revenues, execute on its business plan to acquire complimentary companies, raise capital, and to continue to sustain adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to the Company." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1730773/000149315224012503/form10-k.htm About Blue Star Foods Based in Miami, Florida, Blue Star Foods Corp. -- https://bluestarfoods.com -- is an international seafood company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company's current source of revenue is from importing blue and red swimming crab meat primarily from Indonesia, the Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Farms for distribution in Canada. The crab meat which the Company imports is processed in 13 plants throughout Southeast Asia. The Company's suppliers are primarily via co-packing relationships, including two affiliated suppliers. The Company sells primarily to food service distributors. The Company also sells its products to wholesalers, retail establishments and seafood distributors. BLUE STAR: Receives Nasdaq Listing Extension Until May 15 --------------------------------------------------------- Blue Star Foods Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 22, 2024, the Hearings Panel notified the Company that it had granted the request of the Company to continue its listing on Nasdaq until May 15, 2024. Previously, on November 27, 2023, Blue Star Foods Corp., was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC that it no longer complied with the minimum $2,500,000 stockholders' equity requirement for continued listing under Nasdaq Listing Rule 5550(b)(1). On December 4, 2023, the Company requested a hearing with the Hearings Panel, which was held on March 5, 2024. The Company's continued listing on Nasdaq is subject to the following conditions: (i) on or before April 1, 2024, the Company will file its Form 10-K for the period ended December 31, 2023 demonstrating compliance with Listing Rule 5550(b)(1), and; (ii) on or before May 15, 2024, the Company will file its Form 10-Q for the period ended March 31, 2024, demonstrating continued compliance with Listing Rule 5550(b)(1) and evidence compliance with all applicable criteria for continued listing. The Panel noted this exception is based on the Company filing its Form 10-K and Form 10-Q on the dates listed above, without any extensions. About Blue Star Foods Based in Miami, Florida, Blue Star Foods Corp. -- https://bluestarfoods.com/ -- is an international sustainable marine protein company based in Miami, Florida, that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company's main operating business, John Keeler & Co., Inc. was incorporated in the State of Florida in May 1995. The swimming crab meat primarily from Indonesia, Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Farms for distribution in Canada. Blue Star reported a net loss of $13.19 million for the year ended Dec. 31, 2022, compared to a net loss of $2.61 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $7.24 million in total assets, $6.76 million in total liabilities, and $482,294 in total stockholders' equity. In its Quarterly Report for the three months ended Sept. 30, 2023, Blue Star Foods reported that the Company had an accumulated deficit of $33,188,070 and a working capital deficit of $1,254,840, inclusive of $768,839 in stockholder debt for the nine months ended Sept. 30, 2023. The Company said these factors raise substantial doubt as to its ability to continue as a going concern. BRIGHT MOUNTAIN: Widens Net Loss to $35.6 Million in 2023 --------------------------------------------------------- Bright Mountain Media, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $35.56 million on $44.55 million of revenue for the year ended Dec. 31, 2023, compared to a net loss of $8.13 million on $19.58 million of revenue for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $43.42 million in total assets, $90.08 million in total liabilities, and a total stockholders' deficit of $46.66 million. East Brunswick, New Jersey-based WithumSmith+Brown, PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Bright Mountain said, "The Company's ability to continue as a going concern is dependent upon its ability to meet its liquidity needs through a combination of factors. During the next year, we anticipate that we will need approximately $8.6 million to meet our contractual obligations in addition to amounts needed for our working capital needs. The Company is currently exploring several strategic alternatives, including restructuring or refinancing its debt, or seeking additional debt, including borrowing under the Centre Lane Senior Secured Credit Agreement or raising equity capital. The ability to access the capital markets is also dependent upon the volume and market price of the Company's stock, which cannot be assured. Other measures include reducing or delaying certain business activities, or reducing general and administrative expenses, including a reduction in headcount. The ultimate success of these plans is not guaranteed." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1568385/000162828024014146/bmtm-20231231.htm About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- www.brightmountainmedia.com -- has an end-to-end digital media and advertising services platform that efficiently connects brands with targeted consumer demographics. The Company focuss on digital publishing, advertising technology, consumer insights, creative and media services. BRIGHTSTAR PROPERTY: Unsecureds Will Get 14% of Claims in Plan -------------------------------------------------------------- Brightstar Property Maintenance Services, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a Plan of Reorganization for Small Business dated March 28, 2024. The Debtor s a street sweeping, lawn maintenance and related services company with its principal location at 3276 NW 15th Street, Lauderhill, Florida. The Debtor encountered significant problems as a result of contracts with clients which were either cancelled or significantly reduced resulting in reduced revenues and increased overhead leading to inability to timely pay all indebtedness as it became due. Specifically, the Debtor financed new trucks and other equipment to meet the needs of such new contracts and such new financing became a burden on the Debtor's operations. As a result of the financial difficulties, the debtor sought needed financing from several merchant cash advance entities which provided very short-term relief, but soon became a significant detriment to its financial circumstances leading to the necessity of this Chapter 11 case. This Plan will pay the first lender, Paradise Bank and the lenders with liens on specific trucks, vehicles, trailers and equipment. All other creditors claiming a security interest in the Debtor's assets are wholly under-secured and will be treated as unsecured creditors under the Plan. The Debtor's operations have stabilized as a result of this Chapter 11 case and the cost-cutting measures taken by the Debtor. The Plan payments will be made from net revenues (disposable income) over the life of the Plan. General Unsecured creditors with allowed claims will be paid $76,500 over the life of the Plan, approximately 14% which will be disbursed pro rata commencing in Month 17 of the Plan, as set forth in the Distribution Schedule. Additionally, unsecured creditors will receive any benefit from a pending law suit before the American Arbitration Association against Nult. On or around the Effective Date (estimated June 1, 2024) Debtor will make payment to the Broward County Tax Coilector in the amount of $313.89 satisfying such claim, payment to Maria Yip in the amount of $3,000, payment to Gamberg and Abrams in the amount of $7,000. Payments to the secured lenders will be paid in accordance with their respective agreements. Payments to allowed unsecured creditors will commence in year 2, month 17 of the Plan and quarterly payments thereafter as set forth in the Distribution Schedule. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations. Class 8 consists of Allowed Unsecured Claims. Payments to allowed unsecured claims commence month 17 in the amount of $5,000, month 20 in the amount of $7,000, payment in month 24 in the amount of $10,000, payment month 27 in the amount of 10,000, payment in month 30 in the amount of $7,500, payment in month 33 in the amount of 10,000 and payment in month 36 in the amount of $10,000 as set forth in the Distribution Schedule. Equity shall maintain their equity ownership of the Debtor. Mr. Leon Nelson owns 100% of the shares of the Debtor. The Debtor shall fund the plan from its revenues received from the revenues derived from its operations which pursuant to its projections is sufficient to pay the plan payments on a timely basis. A full-text copy of the Plan of Reorganization dated March 28, 2024 is available at https://urlcurt.com/u?l=rfaca5 from PacerMonitor.com at no charge. Attorney for the Debtor: Thomas L. Abrams, Esq. GAMBERG & ABRAMS 633 S. Andrews Avenue, #500 Fort Lauderdale, FL 33301 Tel: (954) 523-0900 Fax: (954) 915-9016 Email:tabrams@tabramslaw.com About Brightstar Property Maintenance Brightstar Property Maintenance Services, Inc., offers property maintenance services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20835) on Dec. 29, 2023. In the petition signed by Leon Nelson, president, the Debtor disclosed $1,100,683 in assets and $1,074,719 in liabilities. Judge Scott M. Grossman oversees the case. Thomas L. Abrams, Esq., at THOMAS L ABRAMS PA, is the Debtor's legal counsel. BROOKLYN STANDARD: Seeks to Hire Northgate Real Estate as Broker ---------------------------------------------------------------- The Brooklyn Standard IX LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Northgate Real Estate Group as its real estate broker. The broker will market and sell the Debtor's residential real property located 26 St. Felix Street, Brooklyn, New York 11217. Northgate shall be paid a commission of 5 percent of the gross purchase price. As disclosed in the court filings, Northgate is a "disinterested person" as that term is defined in the Bankruptcy Code and does not hold or represent an interest adverse to the Debtor or its estate. The firm can be reached through: Greg Corbin Northgate Real Estate Group 433 5th Ave 4th floor New York, NY 10016 Telephone: (212) 419-9103 About The Brooklyn Standard IX LLC The Brooklyn Standard IX LLC is engaged in activities related to real estate. The Brooklyn Standard IX LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-42455) on July 12, 2023. The petition was signed by Robert Cadoch as manager. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and $10 million to $50 million in liabilities. Kevin J. Nash, Esq. at Goldberg Weprin Finkel Goldstein, LLP represents the Debtor as counsel. CALLON PETROLEUM: Moody's Withdraws 'B1' CFR on APA Transaction --------------------------------------------------------------- Moody's Ratings withdrew all of Callon Petroleum Company's ratings, including its B1 Corporate Family Rating, B1-PD Probability of Default Rating, B2 senior unsecured notes ratings and SGL-2 Speculative Grade Liquidity Rating (SGL). The outlook was changed to rating withdrawn from rating under review. This concludes the ratings review that was initiated on January 4, 2024. These withdrawals follow the repayment of the vast majority of Callon's outstanding debt in conjunction with the closing of the company's merger with APA Corporation (APA, P-3 stable, and rated subsidiary Apache Corporation, Baa3 stable). RATINGS RATIONALE Callon has repaid the vast majority of its senior unsecured notes using proceeds from debt issued by APA. The company redeemed the entirety of its 2026 notes, and successfully tendered 98.6% of its 2028 notes, and 97.4% of its 2030 notes. There is about $25 million of notes that remain outstanding following the completion of the merger and these remaining notes have not been guaranteed by APA or Apache Corporation. Callon's ratings are being withdrawn because there will be insufficient information to support the maintenance of the ratings on Callon's remaining outstanding debt. Concurrent with the tender offer on the notes, Callon solicited and received the requisite consents from the noteholders to eliminate substantially all restrictive covenants and certain default provisions in the indentures governing the notes, including the requirement to provide separate audited financial statements for Callon. Moody's has decided to withdraw the ratings because it believes it has insufficient or otherwise inadequate information to support the maintenance of the ratings. Callon, headquartered in Houston, TX, was a publicly listed oil and gas exploration and production company with operations in the Permian Basin in Texas. It is now a wholly owned subsidiary of APA Corporation, a large publicly traded independent exploration and production company. CAN B CORP: Delays Filing of 2023 Annual Report ----------------------------------------------- Can B Corp. notified the Securities and Exchange Commission via Form 12b-25 that the Company is unable to file the Form 10-K for the period ending December 31, 2023 within the prescribed time period due to a delay in obtaining and compiling information required to be included in the Company's Form 10-K, which delay could not be eliminated by the Company without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company will file its Form 10-K no later than the 15th calendar day following the prescribed due date. About Can B Corp Headquartered in Hicksville New York, Can B Corp (f/k/a Canbiola, Inc.) -- http://www.canbiola.com/-- is in the business of promoting health and wellness through its development, manufacture and sale of products containing cannabinoids derived from hemp biomass and the licensing of durable medical devices. Can B's products include oils, creams, moisturizers, isolate, gel caps, spa products, and concentrates and lifestyle products. The Company develops its own line of proprietary products as well seeks synergistic value through acquisitions in the hemp industry. It aims to be the premier provider of the highest quality hemp derived products on the market through sourcing the best raw material and offering a variety of products it believes will improve people's lives in a variety of areas. Can B reported a net loss of $14.92 million for the year ended Dec. 31, 2022, compared to a net loss of $12.17 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $13.07 million in total assets, $12.86 million in total liabilities, and $219,602 in total stockholders' equity. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2023, Can B had cash and cash equivalents of $31,318 and negative working capital of $5,195,758. For the nine months ended Sept. 30, 2023 and 2022, the Company had incurred losses of $7,931,427 and $12,024,759, respectively. These factors raise substantial doubt as to the Company's ability to continue as a going concern, according to the Company's Quarterly Report for the three months ended Sept. 30, 2023. CANO HEALTH: Committee Hires Paul Hastings as Bankruptcy Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Cano Health, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Paul Hastings LLP as its counsel. The professional services to be rendered by Paul Hastings include: (a) the Committee's general oversight of the Chapter 11 Cases; (b) the Committee's evaluation and negotiation of any post-petition financing, cash collateral usage or exit financing; (c) the Committee's analysis of the Debtors' capital structure, as well as other claims against and interests in the Debtors; (d) the Committee's analysis of the assumption or rejection of the Debtors' executory contracts and unexpired leases, as well as any negotiations with third parties to such contracts and leases; (e) the Committee's analysis and investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors; (f) the Committee's analysis and investigation of potential estate claims and causes of action, including potential avoidance actions arising under Chapter 5 of the Bankruptcy Code; (g) the Committee's evaluation, negotiation and documentation of any proposed sale of all or a portion of the Debtors' assets or businesses, including any proposed bidding procedures, bids, purchase agreements and related pleadings and orders; (h) the Committee's evaluation, negotiation, confirmation and implementation of any chapter 11 plan, disclosure statement and related documentation that may be filed in the Chapter 11 Cases; (i) the preparation, on behalf of the Committee, of any pleadings, motions, applications, orders, memoranda, complaints, answers, objections, replies, responses, and other legal papers, and the review and analysis of all other pleadings filed in connection with the Chapter 11 Cases; (j) the appearances in hearings, litigation conferences, mediations or other proceedings pending before this Court (or any ancillary proceedings related to the Debtors before any other court) on behalf of the Committee; (k) the provision of any consultations, meetings and negotiations with the Debtors, creditors and other parties-in-interest on behalf of the Committee; (l) the communications with the Committee's constituents, consistent with section 1102 of the Bankruptcy Code and otherwise; and (m) the performance of such other legal services as are necessary to assist the Committee in discharging its duties and responsibilities in connection with the Chapter 11 Cases. Paul Hastings' hourly rates are: Partners $1,585 - $2,300 Of Counsel $1,550 - $2,185 Associates $885 - $1,395 Paraprofessionals $330 - $640 In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Paul Hastings disclosed the following: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: The Committee and Paul Hastings expect to work together to develop a budget and staffing plan for the Chapter 11 Cases. Erez Gilad, Esq., a partner at Paul Hastings, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Erez E. Gilad, Esq. Paul Hastings LLP 200 Park Avenue New York, NY 10166 Telephone: (212) 318-6445 Facsimile: (212) 752-2245 Email: erezgilad@paulhastings.com About Cano Health, Inc. Miami-based Cano Health, Inc. and its affiliates are an independent primary care physician group. The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-10164) on Feb. 4, 2024. As of Sept. 30, 2023, the Debtors had total assets of $1,211,931,000 and total debts of $1,471,032,000. Judge Karen B. Owens oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as investment banker; and AlixPartners, LLP as financial advisor. Kurtzman Carson Consultants, LLC is the claims, notice and solicitation agent. CANO HEALTH: Committee Taps Cole Schotz as Delaware Co-Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Cano Health, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Cole Schotz P.C. as its Delaware co-counsel. The firm's services include: a. serving as Delaware co-counsel to the Committee; b. providing legal advice with respect to the Committee's powers, rights, duties and obligations in the Chapter 11 Cases; c. assisting and advising the Committee in its consultations with the Debtors regarding the administration of the Chapter 11 Cases; d. assisting the Committee in reviewing and negotiating terms for unsecured creditors with respect to (i) the use of cash collateral, (ii) any sale of the Debtors' assets, including negotiating bid procedures and proposed asset purchase agreements, (iii) the confirmation of a chapter 11 plan and (iv) other requests for relief which would impact unsecured creditors; e. investigating the liens asserted by the Debtors' lenders and any potential causes of action against the Debtors' lenders; f. advising the Committee on the corporate aspects of the Debtors' Chapter 11 Cases and any plan(s) or other means to effect the Debtors' restructuring that may be proposed in connection therewith and participation in the formulation of any such plan(s) or means of implementing the restructuring, as necessary; g. taking all necessary actions to protect and preserve the estates of the Debtors for the benefit of unsecured creditors, including the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the investigation of the prior operation of the Debtors' businesses and the investigation and prosecution of estate claims, causes of action and any other matters relevant to the Chapter 11 Cases; h. preparing on behalf of the Committee all necessary motions, applications, complaints, answers, orders, reports, papers and other pleadings and filings in connection with the Committee's duties in the Chapter 11 Cases; i. advising and representing the Committee in hearings and other judicial proceedings in connection with all necessary motions, applications, objections and other pleadings and otherwise protecting the interests of those represented by the Committee; and j. performing all other necessary legal services as may be required and authorized by the Committee that are in the best interests of unsecured creditors. The firm will be paid at these rates: Members $550 to $1475 per hour Associates $350 to $750 per hour Law Clerks $350 per hour Paralegals $260 to $440 per hour Litigation Support Specialists $405 to $510 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billin arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Cole Schotz expects to develop a prospective budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which Cole Schotz reserves all rights. Justin Alberto, Esq., a partner at Cole Schotz 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: Justin R. Alberto, Esq. Patrick J. Reilley, Esq. Andrew Roth-Moore, Esq. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: (302) 652-3131 Facsimile: (302) 652-3117 Email: jalberto@coleschotz.com preilley@coleschotz.com aroth-moore@coleschotz.com About Cano Health, Inc. Miami-based Cano Health, Inc. and its affiliates are an independent primary care physician group. The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-10164) on Feb. 4, 2024. As of Sept. 30, 2023, the Debtors had total assets of $1,211,931,000 and total debts of $1,471,032,000. Judge Karen B. Owens oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as investment banker; and AlixPartners, LLP as financial advisor. Kurtzman Carson Consultants, LLC is the claims, notice and solicitation agent. CANO HEALTH: Committee Taps Force Ten Partners as Financial Advisor ------------------------------------------------------------------- The official committee of unsecured creditors of Cano Health, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Force Ten Partners, LLC as its financial advisors. The firm will render these services: a. participate in in-person and telephonic meetings of the Committee and subcommittees formed thereby; b. assist and advise the Committee in its meetings and negotiations with the Debtors and other parties in interest regarding these chapter 11 cases; c. becoming familiar with and analyzing the Debtors' cash collateral budgets, assets and liabilities, and overall financial condition; d. reviewing financial and operational information furnished by the Debtors; e. assist the Committee in analyzing claims asserted against, and interests in, the Debtors, and in negotiating with the holders of such claims and interests; f. assist with the Committee's review of the Debtors' Schedules of Assets and Liabilities, Statements of Financial Affairs, and other financial reports prepared by the Debtors; g. assist the Committee in its investigation of the acts, conduct, assets, liabilities, management, and financial condition of the Debtors and of the historic and ongoing operation of their businesses; h. assist the Committee in its analysis of and negotiations with the Debtors or any third party related to, financing, asset disposition transactions, compromises of controversies, and assumption and rejection of executory contracts and unexpired leases; i. monitor and assist with the sale process, interact with the Debtors' investment banker and report to the Committee thereto; j. assist the Committee in its investigation of the validity of the Debtors' prepetition debt and/or liens and any other potential claims against prepetition debt holders; k. assist the Committee in its analysis of, and negotiations with the Debtors or any third party related to the formulation, confirmation, and implementation of any chapter 11 plan and all documentation related thereto; l. assist and advise the Committee with respect to communications with the general creditor body in these chapter 11 cases; m. review and analyze complaints, motions, applications, orders, and other pleadings filed with the Court, and assist the Committee concerning responses thereto; n. assist the Committee in its review and analysis of, and negotiations with the Debtors and their non-Debtor affiliates related to, intercompany claims and transactions; o. review and analyze analyses or reports prepared in connection with the Debtors' potential claims and causes of action, advise the Committee with respect to formulating positions thereon, and perform such other diligence and independent analysis as may be requested by the Committee; p. advise the Committee with respect to applicable federal and state regulatory issues, as such issues may arise in these chapter 11 cases; q. if necessary, participate as a witness in hearings before the Court with respect to matters upon which Force 10 has provided advice; and r. other activities as approved by the Committee, the Committee's counsel, and as agreed to by Force 10. The firm will charge these hourly fees: Partners $795 - $950 Managing Directors $550 - $695 Directors $435 - $550 Analysts $255 - $395 As disclosed in court filings, Force Ten Partners is a "disinterested" person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Edward Kim Force 10 Partners, LLC 5271 California Ave., Suite 270 Irvine, CA 92617 Phone: (949) 357-2360 Email: ekim@force10partners.com About Cano Health, Inc. Miami-based Cano Health, Inc. and its affiliates are an independent primary care physician group. The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-10164) on Feb. 4, 2024. As of Sept. 30, 2023, the Debtors had total assets of $1,211,931,000 and total debts of $1,471,032,000. Judge Karen B. Owens oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as investment banker; and AlixPartners, LLP as financial advisor. Kurtzman Carson Consultants, LLC is the claims, notice and solicitation agent. CANO HEALTH: Committee Taps Genesis Credit as Financial Advisor --------------------------------------------------------------- The official committee of unsecured creditors of Cano Health, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Genesis Credit Partners LLC as its financial advisors. The firm will render these services: a. participating in in-person and telephonic meetings of the Committee and subcommittees formed thereby; b. assisting and advising the Committee in its meetings and negotiations with the Debtors and other parties in interest regarding these chapter 11 cases; c. becoming familiar with and analyzing the Debtors' cash collateral budgets, assets and liabilities, and overall financial condition; d. reviewing financial and operational information furnished by the Debtors; e. assisting the Committee in analyzing claims asserted against, and interests in, the Debtors, and in negotiating with the holders of such claims and interests; f. assisting with the Committee's review of the Debtors' Schedules of Assets and Liabilities, Statements of Financial Affairs, and other financial reports prepared by the Debtors; g. assisting the Committee in its investigation of the acts, conduct, assets, liabilities, management, and financial condition of the Debtors and of the historic and ongoing operation of their businesses; h. assisting the Committee in its analysis of and negotiations with the Debtors or any third party related to, financing, asset disposition transactions, compromises of controversies, and assumption and rejection of executory contracts and unexpired leases; i. monitoring and assisting with the sale process, interact with the Debtors' investment banker and report to the Committee thereto; j. assisting the Committee in its investigation of the validity of the Debtors' prepetition debt and/or liens and any other potential claims against prepetition debt holders; k. assisting the Committee in its analysis of, and negotiations with the Debtors or any third party related to the formulation, confirmation, and implementation of any chapter 11 plan and all documentation related thereto; l. assisting and advising the Committee with respect to communications with the general creditor body in these chapter 11 cases; m. reviewing and analyzing complaints, motions, applications, orders, and other pleadings filed with the Court, and assist the Committee concerning responses thereto; n. assisting the Committee in its review and analysis of, and negotiations with the Debtors and their non-Debtor affiliates related to, intercompany claims and transactions; o. reviewing and analyzing reports prepared in connection with the Debtors' potential claims and causes of action, advise the Committee with respect to formulating positions thereon, and perform such other diligence and independent analysis as may be requested by the Committee; p. advising the Committee with respect to applicable federal and state regulatory issues, as such issues may arise in these chapter 11 cases; q. if necessary, participating as a witness in hearings before the Court with respect to matters upon which GCP has provided advice; and r. providing other activities as approved by the Committee, the Committee's counsel, and as agreed to by GCP. Genesis Credit Partners will be paid at these hourly rates: Partners $795 to $950 Directors/Managers $550 to $695 Associates/Vice Presidents $435 to $550 Analysts $255 to $395 As disclosed in the court filings, GCP is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Edward Kim Genesis Credit Partners LLC 701 Brickell Avenue, Suite 1480 Miami, FL 33131 About Cano Health, Inc. Miami-based Cano Health, Inc. and its affiliates are an independent primary care physician group. The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-10164) on Feb. 4, 2024. As of Sept. 30, 2023, the Debtors had total assets of $1,211,931,000 and total debts of $1,471,032,000. Judge Karen B. Owens oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as investment banker; and AlixPartners, LLP as financial advisor. Kurtzman Carson Consultants, LLC is the claims, notice and solicitation agent. CASA SYSTEMS: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------- Lead Debtor: Casa Systems, Inc. 100 Old River Road Andover MA 01810 Business Description: The Debtors offer physical, virtual and cloud-native 4G and 5G infrastructure and customer premise networking equipment solutions to help communications service providers transform and expand their public and private high-speed data and multi- service communications networks so they can meet the growing demand for bandwidth and new services. Chapter 11 Petition Date: April 3, 2024 Court: United States Bankruptcy Court District of Delaware Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Casa Systems, Inc. 24-10695 Casa Systems Securities Corporation 24-10696 Casa Properties LLC 24-10697 Judge: Hon. Karen B. Owens Debtors' General Bankruptcy Counsel: Stephen E. Hessler, Esq. Patrick Venter, Esq. Margaret R. Alden, Esq. SIDLEY AUSTIN LLP 787 Seventh Avenue New York, New York 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 Email: shessler@sidley.com pventer@sidley.com malden@sidley.com - and - Ryan L. Fink, Esq. One South Dearborn Chicago, Illinois 60603 Tel: (312) 853-7000 Fax: (312) 853-7036 Email: ryan.fink@sidley.com - and - Julia Philips Roth, Esq. 1999 Avenue of the Stars Los Angeles, California 90067 Tel: (310) 595-9500 Fax: (310) 595-9501 Email: julia.roth@sidley.com Debtors' Local Bankruptcy Counsel: Joseph Barry, Esq. Joseph M. Mulvihill, Esq. Timothy R. Powell, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street Rodney Square Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: jbarry@ycst.com jmulvihill@ycst.com tpowell@ycst.com Debtors' Financial Advisor: ALVAREZ AND MARSAL NORTH AMERICA, LLC Debtors' Investment Banker: DUCERA PARTNERS LLC Debtors' Noticing & Claims Agent: EPIQ CORPORATE RESTRUCTURING, LLC Debtors' Communications Advisor: FRANK ASSOCIATES, LLC d/b/a JOELE FRANK, WILKINSON BRIMMER KATCHER Total Assets as of Sept. 30, 2023: $262,516,000 Total Debts as of Sept. 30, 2023: $315,941,000 The petitions were signed by Edward Durkin as chief financial officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TA2WR5Q/Casa_Systems_Inc__debke-24-10695__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. JPMorgan Chase Bank Bank Debt Undetermined Attn: Loan & Agency Servicing 131 S. Dearborn Street 4th Floor Chicago, IL 60603-5506 Attn: Ryan Bowman Email: jpm.agency.cri@jpmorgan.com Phone: (312) 732-4754 - and - Delaware Trust Company Collateral Agent Attn: Sean Foronjy & Dana Dugan 251 Little Falls Drive Wilmington, DE 19808 Attn: Sean Foronjy Title: Head of Loan Agency Services Email: sean.foronjy@delawaretrust.com 2. NBN Co. Settlement Undetermined Tower 5, Level 14 Guarantee 727 Collins Street Docklands, VIC 3008 Australia Attn: Jane van Beelen Title: Chief Legal Officer Email: janevanbeelen@nbnco.com.au Phone: (02) 9926 1901 3. AVNET Trade Payable $1,684,170 2211 South 47th Street Phoenix, AZ 85034 Attn: Michael McCoy Title: General Counsel Email: michael.mccoy@avnet.com Phone: (480) 643-2000 4. Sanmina Trade Payable $921,575 2700 North First Street San Jose, CA 95134 Attn: Jon Faust Title: Chief Finanical Officer Email: jfaust@sanmina.com 5. llinois Valley Cellular Pending $350,000 200 Riverfront Drive Litigation & Marseilles, IL 61341 Settlement Attn: Jonathan Foxman Title: President Email: jdfoxman@cellonenation.com Phone: (800) 438-4824 6. Salesforce Trade Payable $334,512 415 Mission Street 3rd Floor San Francisco, CA 94105 Attn: Sabastian Niles Title: Chief Legal Officer Email: sniles@salesforce.com Phone: (404) 492-6845 7. Spirent Communications Trade Payable $222,088 2708 Orchard Parkway Suite 20 San Jose, CA 95134 Attn: Paula Bell Title: Chief Financial and Operations Officer Email: paula.bell@spirent.com Phone: (408) 752-7100 8. Hoynck BV Professional $205,943 ECI 11 Services 6041 MA Roermond Netherlands Attn: Pieke Boots Title: Managing Director Email: p.boots@hoynck.com Phone: +31 88 387 1800 9. Qualcomm Technologies Inc Trade Payable & $198,198 5775 Morehouse Drive Royalties San Diego, CA 92121 Attn: Ann Chaplin Title: General Counsel Email: achaplin@qualcomm.com Phone: (858) 587-1121 10. Scratch Marketing + Media LLC Professional $130,200 84 Sherman Street Services 3rd Floor Cambridge, MA 02140 Attn: Lora Kratchounova Title: Chief Executive Officer Email: lkratchounova@scratchmm.com Phone: (617) 945-0935 11. BGR Goverment Affairs LLC Professional $90,000 601 13th Street, NW Services Washington, DC 20005 Attn: Chelsea Bacher Mincheff Title: General Counsel Email: cmincheff@bgrdc.com Phone: (202) 333-4936 12. Worldcom Exchange Inc Professional $74,044 43 Northwestern Drive Services Salem, NH 03079 Attn: Belisario Rosas Title: Founder & President Email: brosas@wei.com Phone: (603) 893-0900 13. SCTE Cable TEC Trade Payable $67,200 140 Philips Road Exton, PA 19341 Attn: Michael Rabes Title: Appointed Director Email: michael.rabes@vodafone.com Phone: (610) 363-6888 14. Insight Trade Payable $51,438 2701 E. Insight Way Chandler, AZ 85286 Attn: Sam Cowley Title: General Counsel Email: sam.cowley@insight.com Phone: (800) 467-4448 15. Alpha IR Group Professional $48,000 1 S. Wacker Drive Services Suite 2110 Chicago, IL 60606 Attn: Chris Hodges Title: Chief Executive Officer Email: chris.hodges@alpha-ir.com Phone: (312) 445-2870 16. Linkedin Trade Payable $34,181 1000 W Maude Ave Sunnyvale, CA 94085 Attn: Blake Lawit Title: General Counsel Email: blawit@linkedin.com Phone: (650) 687-3600 17. Rohde and Schwarz Germany Legal Services $33,750 Muehldorfstrasse 15 Munich, 81671 Germany Attn: Andreas Pauly Title: Executive Vice President Email: andreas.pauly@rohde-schwarz.com Phone: +49 89 4129-0 18. Dell Marketing L.P. Trade Payable $31,930 1 Dell Way Round Rock, TX 78682 Attn: Richard Rothberg Title: General Counsel Email: richard_rothberg@dell.com Phone: (877) 275-3355 19. Equiniti Trust Company, LLC Trade Payable $23,832 6201 15th Ave. Brooklyn, NY 11219 Attn: David Becker Title: General Counsel Email: david.becker@equiniti.com 20. The Broadband Forum Trade Payable $19,950 5177 Brandin Court Fremont, CA 94538 Attn: Craig Thomas Title: Chief Executive Officer Email: craig.thomas@bbf.org 21. Janitech Trade Payable $18,075 60 Pine St. Suite D Methuen, MA 01844-6832 Attn: George Burke Title: Vice President Email: gburke@nejanitech.com 22. Nasdaq Inc. Trade Payable $17,566 151 W. 42nd Street New York, NY 10036 Attn: John Zecca Title: Chief Legal Officer Email: john.zecca@nasdaq.com Phone: (212) 401-8700 23. Doubletree by Hilton Boston Trade Payable $17,067 /Andover 123 Old River Road Andover, MA 01810 Attn: Bonnie Murray Title: Manager Email: Bonnie.Murray2@Hilton.com Phone: (978) 975-3600 24. Elevation 3D LLC Trade Payable $14,858 905 Hartford Turnpike Shrewsbury, MA 01545 Attn: Kenneth Karns Title: Chief Executive Officer Email: kkarns@elevationexhibits.com Phone: (800) 431-1221 25. Maxim Integrated Royalties Undetermined 160 Rio Robles San Jose, CA 95134 Attn: Janene Asgeirsson Title: Senior Vice President Email: janene.asgeirsson@analog.com Phone: (408) 601-1000 26. United States Cellular Customer Credit Undetermined Corporation 8410 W Bryn Mawr Ave Suite 700 Chicago, IL 60631-3486 Attn: Laurent Therivel Title: President / CEO Email: Laurent.Therivel@tdsinc.com 27. Fidelity Communications Customer Credit Undetermined Attn: Cable America 11422 Schenk Dr. Maryland Heights, MO 63043 Attn: Christopher A. Dyrek Title: President / CEO Email: Cdyrek@cableamerica.com 28. Sprint Communications Litigation Undetermined Company L.P. c/o: Polsinelli PC 900 W. 48th Place Suite 900 Kansas City, MO 64112 Attn: Jay E. Heidrick Title: Attorney Email: jheidrick@polsinelli.com Phone: (816) 817-0452 29. Caroline Reichert Litigation Undetermined c/o: Vladeck, Raskin & Clark, P.C. 111 Broadway Suite 1505 New York, NY 10006 Attn: Anne L. Clark Title: Managing Partner Email: aclark@vladeck.com Phone: (212) 403-7300 30. Charter Communications Indemnification Undetermined 400 Washington Blvd. Stamford, CT 06902 Attn: Jamal Haughton Title: EVP & General Counsel Email: Jamal.Haughton@charter.com CASA SYSTEMS: Seeks Chapter 11 to Sell 5G and RAN Businesses ------------------------------------------------------------ Communications equipment company Casa Systems Inc. (Nasdaq: CASA) filed for Chapter 11 protection in Delaware, with plans to sell its 5G mobile core and RAN business to software company Lumine Group. Casa Systems said in a statement initiated a court-supervised process that is intended to achieve value-maximizing sales of its businesses. To facilitate these sales, the Company filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. The Company has entered into an asset purchase agreement to sell its 5G Mobile Core and RAN businesses, which include its Axyom Cloud Native 5G Core Software & RAN Assets, to Lumine Group, a global acquirer of communications and media software businesses (the "Cloud/RAN Sale"). The Company has asked the Bankruptcy Court for approval to complete the transaction by the end of April. The Company also entered into a stalking-horse asset purchase agreement to sell its Cable business to an affiliate of Vecima Networks, Inc., a global leader in delivering scalable software, services, and integrated technology platforms for broadband access, and content delivery (the "Cable Stalking Horse Sale"). The Company has asked the Bankruptcy Court to approve procedures for soliciting additional bids and to set an auction for mid-May. The Company remains committed to the success of its customers and partners and intends to continue supporting them throughout this process. Michael Glickman, Chief Executive Officer, said, "Like many in our sector, Casa has experienced a significant decline in revenue and profits due in large part to industry-wide downward capital investment and procurement trends in the cable and telco markets. We also have incurred significant investments to bring our 5G Mobile Core and RAN products to market. We believe the sales of our businesses through a Chapter 11 process will maximize value, preserve jobs and minimize disruption for our customers." Mr. Glickman continued, "We are incredibly grateful to our employees for their unrelenting hard work and commitment to serving our customers around the world. Their dedication has enabled us to continue to provide our leading portfolio of all-access broadband network solutions to our customers. Throughout this process, we will continue to support our loyal customers." Operating as Normal In connection with the sale process, the Company entered a Restructuring Support Agreement ("RSA") with more than 98% of its senior secured lenders (the "Lenders") that, among other things, allows Casa to use its cash on hand and proceeds of the anticipated Cloud/RAN Sale to fund its operations and Chapter 11 process. To support its operations during the court-supervised process, the Company is filing a variety of customary motions seeking, among other things, authorization to meet its obligations to its employees, customers and vendors. The Company expects to receive Bankruptcy Court approval for these requests. Casa's international subsidiaries are not debtors in the Chapter 11 filing; however, certain of their businesses and related assets are included in the two asset sale transactions. The international subsidiaries will continue to operate in the ordinary course pending the closing of the sales. The Company's NetComm business, which commenced voluntary administration proceedings under Australian law on March 11, 2024, is not included in the U.S. Chapter 11 process. Additional information regarding the Company's financial restructuring process is available at http://www.CasaSaleProcess.com/ Court filings and other information regarding the claims process are available on a separate website administrated by the Company's claims agent, Epiq, at https://dm.epiq11.com/casasystems, by calling Epiq toll-free at (877) 477-4039 (or (+1 (971) 606-5260 for calls originating outside of the U.S.), or by sending an email to CasaSystems@epiqglobal.com. About Casa Systems Casa Systems, Inc. (Nasdaq: CASA) is a next-gen technology leader that supports mobile, cable, and wireline communications services providers with market leading solutions. Casa's virtualized and cloud-native software solutions modernize operators’ network architectures, expand the range of services they can offer their consumer and commercial customers, accelerate time to revenue and reduce the TCO of their network infrastructure and operations. Casa's suite of open, cloud-native network solutions unlocks new ways for service providers to quickly build flexible networks and service offerings that maximize revenue-generating capabilities. Commercially deployed in more than 70 countries, Casa Systems serves over 475 Tier 1 and regional service providers worldwide. On the Web: http://www.casasystems.com/ On April 3, 2024, Casa Systems, Inc., and two of its affiliates each filed petitions seeking relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Csae No. 24-10695). In the petition filed by CFO Edward Durkin, the Debtor estimated assets and liabilities between $100 million and $500 million each. The Debtors' cases have been assigned to the Honorable Karen B. Owens. Casa has engaged Sidley Austin LLP as legal counsel, Ducera Partners LLC as financial advisor, and Alvarez & Marsal North America, LLC as restructuring advisor. Epiq is the claims agent. CASA SYSTEMS: Susana D'Emic Steps Down from the Board ----------------------------------------------------- Casa Systems, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Susana D'Emic resigned from the Company's Board of Directors, effective as of March 22, 2024. D'Emic's decision to resign was not related to a disagreement with the Company over any of its operations, policies, or practices. The Company is grateful for D'Emic's commitment and service to the Company and the Board. About Casa Systems Inc. Casa Systems, Inc. (Nasdaq: CASA) -- http://www.casa-systems.com-- delivers the core-to-customer building blocks to speed 5G transformation with future-proof solutions and cutting-edge bandwidth for all access types. Casa Systems creates disruptive architectures built specifically to meet the needs of service provider networks. The Company's suite of open, cloud-native network solutions unlocks new ways for service providers to build networks without boundaries and maximize revenue-generating capabilities. Commercially deployed in more than 70 countries, Casa Systems serves over 475 Tier 1 and regional communications service providers worldwide. In its Quarterly Report for the three months ended Sept. 30, 2023, Casa Systems disclosed that due to the inherent uncertainty regarding its ability to meet the liquidity covenant over the next 12 months from the filing of the Quarterly Report, the Company's management concluded that substantial doubt exists with respect to the Company's ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. * * * As reported by the TCR on January 30, 2024, S&P Global Ratings retained its ratings on Andover, Mass.-based Casa Systems Inc., including its 'CCC+' issuer credit rating, are unchanged following the assignment of the new M&G assessment. S&P Global Ratings assigned a new M&G modifier assessment of negative to Casa Systems. The action follows the revision to S&P's criteria for evaluating the credit risks presented by an entity's management and governance framework. The terms management and governance encompass the broad array of oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can affect an entity's creditworthiness and, as such, the M&G modifier is an important component of its analysis. S&P's M&G assessment of negative reflects Casa's recent performance missteps and refinancing execution challenges that it believes translate to deficiencies in management and governance that increase credit risk for the company. All other ratings on Casa are unchanged. S&P said, "The stable outlook reflects our view that a debt restructuring or distressed exchange is unlikely within the next 12 months. We believe with its near-term maturity addressed, Casa can focus on driving growth and positive free operating cash flow (FOCF) over the next 12 months." "We could lower our rating if we believe Casa could execute a debt restructuring or distressed exchange within the next 12 months. This could be due to our belief that a greater-than-expected cash burn would further weaken its liquidity position, putting the company at risk of breaching its financial maintenance covenant." S&P could raise its rating on Casa if the company improves revenue growth, profitability, and FOCF generation, as well as increases cash cushion under its liquidity covenant. CENTER FOR SPECIAL NEEDS: Trustee Intends to Wind Down Facility --------------------------------------------------------------- Christopher O'Donnell of Tampa Bay Times reports that a trustee recently appointed by a bankruptcy court to oversee the St. Petersburg nonprofit that lost $100 million from trust funds for people with complex medical needs plans to wind down the group. Trustee Michael Goldberg, an attorney with the Akerman law firm, said during a court hearing Thursday afternoon that his team is looking for a new company to administer roughly 2,000 medical trust funds and hopes to transfer those accounts within seven to 10 days. That would effectively close the Center for Special Needs Trust Administration, which was founded in 2000 and grew to be one of the nation's biggest trust fund administrators. The center filed for Chapter 11 bankruptcy protection in February stating in court records that founder Leo Govoni and his business partners took the missing money through an unsanctioned loan made to Boston Finance Group, a company formed and run by Govoni. More than 1,500 of the trusts are missing money, according to court documents, with almost 900 trusts left with balances of less than $500. It has left hundreds of families reeling as they try to figure out how they will take care of disabled and injured loved ones. Court records suggest that the nonprofit was in disarray. Center officials stated that they could not find documents showing that their governing board approved the loan, which should have been repaid by 2017. The statute of limitations on debt in Florida is five years. The nonprofit's governing board all recently resigned. "This company should not be administering trusts," Goldberg said at the hearing, which he attended via videoconference. "It hasn't earned the right to do it based on its past conduct." Court records show that the center has 22 employees. Goldberg told the Tampa Bay Times late Thursday that he hopes the company or nonprofit chosen will be able to hire the center's workers. That request has been included in talks with interested parties, he said. During the hearing, federal Judge Roberta Colton also indicated that she would approve Goldberg's request to appoint a forensic accountant to investigate how money went missing from the trust funds, some of which are pooled together to lower administrative costs and fees. The deficit was reported to law enforcement by attorneys representing the center but it's unclear if an investigation is ongoing. Goldberg's request names forensic firm Kapila Mukamal and specifically founding partner Soneet R. Kapila to investigate the center's accounts. The firm has expertise in bankruptcy, insolvency, reorganizations and debt restructuring "particularly in the context of potentially fraudulent schemes as alleged by certain parties in this bankruptcy case," the request states. "This case is a prime example of one that needs a forensic accountant," said Steven R. Wirth, an attorney with Akerman, which is providing legal counsel for Goldberg in his role as trustee. Wirth was one of roughly a dozen attorneys that attended the hearing either in person or by videoconference, many of whom will be paid from the center’s remaining funds. Two Akerman attorneys have agreed to lower their hourly fee by $50 to $700. In his role as trustee, Goldberg has agreed to lower his hourly fee from more than $1,100 to $650 per hour. The forensic firm has also agreed to reduce its usual billing rate by 15%, according to Wirth, and will discount Kapila’s $820 hourly fee by about 21%. As allowed by U.S. bankruptcy law, a law firm has also been appointed to represent some of those owed money by the center. Tampa firm Underwood Murray was appointed by the court. Its court filing states its hourly rates are up to $700 for partners and up to $350 for associates. Govoni, who resides in Feather Sound, has denied the allegations made by the center in its bankruptcy filing. He was represented at the hearing by Lara Fernandez, an attorney with Tampa firm Trenam Law. She declined to comment to a Times reporter. But in Govoni's defense, another Trenam attorney, Eric Koenig, this week filed a motion to stay a class-action lawsuit filed against Govoni and his companies and business partners. The lawsuit was brought by the parents of a disabled Palm Beach boy whose medical damages award was placed into a trust fund administered by the center. Other families whose trust funds have lost money have already joined the lawsuit. Koenig’s motion states that the class-action lawsuit should be halted since the families are going after “identical amounts” that will be sought by the Chapter 11 trustee and are the property of the center’s bankruptcy estate. The motion also includes exhibits purported to be copies of loan documents that the center’s bankruptcy filing states it could not locate. Among them are a contract for a revolving line of credit to Govoni’s Boston Finance Group, which started with a $2.5 million loan in June 2009, roughly around the time that Govoni resigned from the nonprofit’s board of directors. In the contract, the center, acting as the lender, and the borrower, the Boston Finance Group, both are listed with the same Creekside Drive address in Clearwater. The line of credit was extended to $15 million just six months later and to $30 million by March 2010. By January 2012, it had risen to $100 million with an interest rate of 2%. The exhibits also include documents listed as "written consent of the center's board of directors" approving increases in the line of credit given to Boston Finance. The documents include the signatures of those who at the time served on the board, potentially contradicting the center’s Chapter 11 filing, which states that the loan was not officially approved. About The Center for Special Needs Trust Administration The Center for Special Needs Trust Administration, Inc., filed a 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 legal counsel. CENTER FOR SPECIAL NEEDS: Trustee Taps Akerman LLP as Counsel ------------------------------------------------------------- Michel Goldberg, Chapter 11 Trustee of Center for Special Needs Trust Administration, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Akerman LLP as his counsel. The firm's services include: (a) assisting the Trustee in consultations, negotiations and other dealings with creditors, trust beneficiaries and other parties in interest concerning the administration of this case; (b) preparing pleadings, conducting investigations and making court appearances incidental to the administration of the Debtor's estate; (c) advising the Trustee of his rights, duties and obligations under the Bankruptcy Code, Bankruptcy Rules, Local Rules and Orders of this Court; (d) assisting the Trustee in the development and formulation of a strategy to maximize value to the estate, including the preparation of a plan, disclosure statement and any related documents for submission to this Court and to the Debtor's creditors, trust beneficiaries, and other parties in interest; (e) advising and assisting the Trustee with respect to litigation, including, but not limited to, avoidance proceedings; (f) rendering corporate and other legal advice and performing all those legal services necessary and proper to the functioning of the Debtor during the pendency of this case; and (g) taking any and all necessary actions in the interest of the Trustee incident to the proper representation of the Trustee in the administration of this case. The firm's reduced hourly rates are: Steven R. Wirth $700 Raye Elliott $700 Catherine R. Choe $350 As disclosed in court filings, Akerman is disinterested within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven R. Wirth, Esq. Akerman, LLP 401 East Jackson Street, Suite 1700 Tampa, FL 33602 Tel: (813) 223-7333 Fax: (813) 223-2837 Email: steven.wirth@akerman.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. CENTRAL LOAN: Proposes Immaterial Modifications to Plan ------------------------------------------------------- Central Loan Company, LLC, submitted a Second Amended Chapter 11 Subchapter V Plan dated March 28, 2024. The amendments provided herein do not materially change the Plan, i.e. that the Debtor will cease making new loans, the Debtor will liquidate its assets, and will make distributions pursuant to the Plan. The Debtor has no secured debt. The Debtor has unsecured debts of approximately $4.4 million. Approximately $82,000.00 of this unsecured debt is subject to setoff by Citizens Bank of Las Cruces against funds on deposit with Citizens Bank, as a result of a PPP loan that was not eligible for forgiveness. The Debtor estimates that the net fair market value of the Debtor's Real Estate and Non-Real Estate Assets is approximately $2,444,500.00 if exposed to the market by the Debtor for a reasonable period of time. In a hypothetical Chapter 7 liquidation scenario, the Debtor estimates that the net proceeds from the sale of the Debtor's assets would be substantially less than the net fair market value. To pay its creditors as much as possible, as soon as possible, the Debtor proposes to stop making loans to its customers, to market and sell, through the Broker, its assets and business operations as a going concern for fair market value pursuant to Section 363 of the Bankruptcy Code, and distribute all of the proceeds from such sales, plus cash on hand and any disposable income received prior to the sale, to Creditors in accordance with this Plan. Class 1 consists of Allowed Claim of Citizens Bank. The Allowed Claim of Citizens Bank is $82,268.84 as of the Petition Date. Debtor will continue to make payments on the PPP Loan in the ordinary course of business. The Allowed Claim of Citizens Bank is unimpaired. The Allowed Claim of Citizens Bank shall be satisfied by payment, on the Effective Date, or sooner if Citizens Bank is granted relief from the stay prior to the Effective Date, of the principal balance owed as of the date of payment, plus accrued interest and costs, by setoff against Debtor's funds held in account number *8102 at Citizens Bank. All remaining funds held in the Citizens Bank account will be refunded to the Debtor on same date that the setoff is effected. Class 2 consists of Allowed Unsecured Claims. Distributions to holders of Allowed Class 2 Claims shall be made directly by Reorganized Debtor on a Pro-Rata Basis from the proceeds of the sale of the Debtor's Non-Cash Assets, plus Cash on hand, less costs, expenses, taxes, and allowed administrative expenses (or reserves therefore), within sixty days of receipt of proceeds of sale of Debtor's NonCash Assets. If the Bankruptcy Court confirms the Plan pursuant to Section 1191(b) of the Code, within sixty days of receipt of proceeds of the sale of the Debtor's Non-Cash Assets, Reorganized Debtor will turn over the proceeds of the sale of the Debtor's Non-Cash Assets, plus Cash on hand, less costs, expenses, taxes, and allowed administrative expenses, to the Trustee who will make the distribution, less costs, expenses, taxes, and allowed administrative expenses, to Class 2 on a ProRata Basis. If the Reorganized Debtor fails to make any distribution or payment required under this section, within 12 months of the Effective Date, the Reorganized Debtor will be in default under the Plan. After such default, any party in interest may file a notice of default with the Court, and after notice and hearing, upon the finding by a ponderance of the evidence, that the Reorganized Debtor is in default under this Plan. If the Court does find the Debtor in default pursuant to this section, the Court shall: 1) covert this case to Chapter 7, if this Plan is confirmed pursuant to Section 1191(a) of the Bankruptcy Code; or 2) order that all remaining assets of the Debtor be turned over to the Trustee, who shall take all steps necessary to liquidate such remaining assets and make such distributions as required under the Plan within 36 months of the Effective Date, if the Plan is confirmed pursuant to Section 1191(b) of the Bankruptcy Code. Upon the Effective Date, the Debtor will cease making new loans to its customers, and will continue only to collect outstanding receivables. Upon the Effective Date, and from time to time thereafter, the Debtor will evaluate its operations to determine if it can reduce operation costs to maximize distributions to Creditors. Pursuant to the Order, the Court has authorized the Broker to list, market, and sell the Debtor's Non-Cash Assets on the terms and conditions set for in the Listing Agreements. The listing price for the Real Estate by itself is $365,000.00 and the listing price for the Non-Real Estate Assets is $2,300,000.00, The Debtor shall have the sole discretion, using its business judgment, to adjust the listing prices or to agree to fair and equitable purchase prices for all Non-Cash Assets. If the Debtor is unable to sell the furniture, equipment, intangible assets, and goodwill as part of a sale of the Non-Cash Assets, the Debtor will sell, either by public or private sale, any remaining Non-Real Estate Assets, in a commercially reasonable manner. The Cash necessary to fund payments and distributions described in this Plan shall be obtained from the sale of Debtor's Non-Cash Assets and any Cash on hand at the time of distribution. A full-text copy of the Second Amended Plan dated March 28, 2024 is available at https://urlcurt.com/u?l=v49Xs4 from PacerMonitor.com at no charge. About Central Loan Company Central Loan Company, LLC, a loan agency in Las Cruces, N.M., filed a Chapter 11 petition (Bankr. D. N.M. Case No. 23-10917) on Oct. 18, 2023, with $1 million to $10 million in both assets and liabilities. Ruben Smith, managing partner, signed the petition. Judge Robert H. Jacobvitz oversees the case. Thomas D. Walker, Esq., at Walker & Associates, P.C. represents the Debtor as legal counsel. CHAMPIONX CORP: Moody's Puts Ba1 CFR on Review for Upgrade ---------------------------------------------------------- Moody's Ratings placed ChampionX Corporation's ratings on review for upgrade, including its Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and Ba1 senior secured term loan B2 and senior secured multi-currency revolving credit facility ratings. Previously, the outlook was stable. The SGL-1 Speculative Grade Liquidity (SGL) rating remains unchanged. This action follows the announcement by ChampionX and Schlumberger Ltd (SLB, A2 positive) that SLB will acquire ChampionX in an all-stock transaction.[1] ChampionX shareholders will receive 0.735 SLB shares for each share of ChampionX. At the close of the transaction, ChampionX shareholders will own about 9% of SLB's outstanding common stock. The agreement was unanimously approved by ChampionX's board of directors. The transaction is expected to close before the end of 2024, subject to ChampionX's shareholders' approval, regulatory approvals, and other customary closing conditions. "The acquisition of ChampionX by SLB is credit positive for ChampionX given SLB's stronger credit profile," commented Jonathan Teitel, a Moody's Vice President and Senior Analyst. "The transaction will drive benefits from economies of scale and synergy opportunities across the two companies' complementary portfolio of customer solutions and broad geographic footprint." RATINGS RATIONALE/FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS ChampionX's ratings were placed under review for upgrade based on the announced acquisition by SLB, which has a stronger credit profile and greater financial resources. Moody's expects ChampionX's term loan will likely be fully repaid and revolver terminated at closing because SLB's acquisition would likely trigger change in control provisions under the credit agreement and also because Moody's does not expect that these secured credit facilities would be maintained in the pro forma capital structure. In the case of full repayment and termination of these facilities, Moody's would likely withdraw all of ChampionX's ratings upon full extinguishment of the company's rated debt. If ChampionX were to remain an unguaranteed subsidiary of SLB with outstanding rated debt, then its ratings would likely be upgraded but only to the Baa range. ChampionX, headquartered in The Woodlands, Texas, is a publicly traded company that provides chemical solutions, artificial lift systems and highly engineered equipment to oil and gas companies globally for use across the lifecycle of wells. The principal methodology used in these ratings was Oilfield Services published in January 2023. CHAPARRAL PROFESSIONAL: Hires Frank B. Lyon as Legal Counsel ------------------------------------------------------------ Chaparral Professional Land Surveying, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ The Law Offices of Frank B. Lyon as its legal counsel. The firm will render these services: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued operation of its business and management of its property; b. advise the Debtor of its responsibilities under the Bankruptcy Code and assist with such; c. amend the voluntary petition and other paperwork necessary to complete this proceeding; d. assist the Debtor in preparing and filing the required Schedules, Statement of Affairs, Monthly Financial Reports, the Initial Debtor Report and other documents required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of this Court and the administrative procedures of the Office of the United States Trustee; e. represent the Debtor in connection with adversary proceedings and other contested and uncontested matters, both in this Court and in other courts of competent jurisdiction, concerning any and all matters related to these bankruptcy proceedings and the financial affairs of the Debtor, including, but not limited to, litigation affecting property of the Estate, suits to avoid or determine lien rights or other property interests of creditors and other parties in interest, objections to disputed claims, motions to assume or reject leases and other executory contracts, motions for relief from the automatic stay and motions concerning the discovery of documents and other information relating to any of the foregoing; f. represent the Debtor in the negotiation and documentation of any sales or refinancing of property of the estate, and in obtaining the necessary approvals of such sales or refinancing by this Court; and g. assist the Debtor in the formulation of a plan of reorganization and disclosure statement, and in taking the necessary steps in this Court to obtain approval of such disclosure statement and confirmation of such plan of reorganization. The firm will be paid at these rates: Frank B. Lyon $525 per hour Kimberly Nash $300 per hour Legal Assistants $$115 to 205 per hour The firm paid the firm the sum of $20,000 of which $13,686.68 went to pre-petition fees and expenses. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Frank B. Lyon, Esq., a partner at The Law Offices of Frank B. Lyon, 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: Frank B. Lyon, Esq. The Law Offices of Frank B. Lyon 3800 North Lamar Boulevard, Suite 200 Austin, Texas 78756 Telephone: (512) 345-8964 Facsimile: (512) 647-0047 Email: frank@franklyon.com About Chaparral Professional Land Surveying, Inc. Chaparral Professional Land Surveying, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10262-smr) on March 11, 2024. In the petition signed by Kevin Pata, president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Kimberly Nash, Esq., at Law Office of Kimberly Nash P.C., represents the Debtor as legal counsel. CHICKEN SOUP: Faces Nasdaq Delisting ------------------------------------ Chicken Soup for the Soul Entertainment Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 25, 2024, the Company received a staff determination from The Nasdaq Stock Market to delist the Company's securities from the Nasdaq Capital Market. As the Company previously reported in its Current Report on Form 8-K, filed with the SEC September 28, 2023, the Company received written notice from Nasdaq on September 23, 2023 indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because for the prior 30 consecutive business days (through September 21, 2023), the closing bid price of the Company's Class A Common Stock, $0.0001 par value per share had been below the minimum required value of $1 per share. The September 2023 Notice stated that the Company would be afforded 180 calendar days (until March 20, 2024) to regain compliance, which compliance could be accomplished by the closing bid price of the Company's common stock being at least $1 for a minimum of ten consecutive business days. The September 2023 Notice also stated that if the Company did not regain compliance within the initial 180-day period, the Company may be eligible for an additional 180-day period, and if not, or if it appeared to the Nasdaq staff that the Company would not be able to cure the deficiency, Nasdaq would provide notice after the end of the initial 180-day period that the Company's securities would be subject to delisting. The Staff Determination was issued because, as of March 20, 2024, the Company had not yet regained compliance with Nasdaq Listing Rule 5550(a)(2) within the period allowed. Prior to sending the Staff Determination, Nasdaq informed the Company that it had determined in its discretion that the Company would not be eligible for such additional 180-day period to regain compliance. The Company is currently noncompliant with certain Nasdaq Listing Rules other than Nasdaq Listing Rule 5550(a)(2), as previously disclosed: * On January 10, 2024, the Company received written notice from Nasdaq on January 2, 2024 (the "January 2024 Notice") indicating that the Company was not in compliance with the Nasdaq Listing Rules because the Company has less than $10,000,000 in stockholders' equity. The January 2024 Notice stated that under the Nasdaq Listing Rules, the Company had 45 calendar days to submit a plan to regain compliance to Nasdaq, and that if Nasdaq accepted the Company's plan, Nasdaq could grant the Company up to 180 calendar days from the date of the January 2024 Notice, which 180-day period would end on July 3, 2024, to regain compliance. The Company timely submitted a plan to regain compliance, which Nasdaq accepted, and the Company is currently considering various strategic options to increase its stockholders' equity to regain compliance with the Nasdaq Listing Rules. * On February 14, 2024, the Company received written notice from Nasdaq on February 8, 2024 (the "February 2024 Notice") indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(b)(1)(C), which requires listed securities to maintain a minimum market value of publicly held shares ("MVPHS") of $5,000,000. The February 2024 Notice was issued based upon the MVPHS of the Company's common stock for the 30 consecutive business days from December 19, 2023 to February 7, 2024. Under the Nasdaq Listing Rules, the Company has 180 calendar days from the date of the February 2024 Notice to regain compliance, which 180 day period ends August 6, 2024. If at anytime during this compliance period the Company's MVPHS closes at $5,000,000 or more for a minimum of ten consecutive business days, the Company will have regained compliance and this matter will be closed. The Company is considering various strategic options to increase the MVPHS of its common stock to regain compliance with the Nasdaq Listing Rules. The Company may appeal the Staff Determination by filing a hearing request with Nasdaq pursuant to the procedures set forth in the Nasdaq Listing Rules 5800 Series. Hearings are typically scheduled to occur within 45 days after the date of the hearing request. The Company intends to appeal the Staff Determination and will file a hearing request with Nasdaq within the time allowed. The hearing request will stay the delisting of the Company's securities pending the appeal. Pending the appeal, the Company's securities will continue to be listed on the Nasdaq Capital Market. In the meantime, the Company is considering various strategic options to remedy its noncompliance with Nasdaq Listing Rule 5550(a)(2) and the other Nasdaq Listing Rules described above. There can be no assurance, however, that the Company will be able to regain compliance with Nasdaq Listing Rule 5550(a)(2) and the other Nasdaq Listing Rules described above, or that the Company will otherwise maintain compliance with other Nasdaq Listing Rules. About Chicken Soup Chicken Soup for the Soul Entertainment, Inc. provides premium content to value-conscious consumers. The company is one of the largest advertising-supported video-on-demand (AVOD) companies in the US, with three flagship AVOD streaming services: Redbox, Crackle, and Chicken Soup for the Soul. In addition, the company operates Redbox Free Live TV, a free ad-supported streaming television service (FAST), with over 160 channels as well as a transaction video on demand (TVOD) service, and a network of approximately 32,000 kiosks across the US for DVD rentals. To provide original and exclusive content to its viewers, the company creates, acquires, and distributes films and TV series through its Screen Media and Chicken Soup for the Soul TV Group subsidiaries. Chicken Soup for the Soul Entertainment is a subsidiary of Chicken Soup for the Soul, LLC, which publishes the famous book series and produces super-premium pet food under the Chicken Soup for the Soul brand name. In its Quarterly Report for the period ended Sept. 30, 2023, the Company said there is substantial doubt about its ability to continue as a going concern and this could materially impact its ability to obtain capital financing and the value of its common and preferred stock. "In order to partially replace the working capital shortfall resulting from the lack of the aforementioned working capital loan, the Company factored its short-dated receivables but was unable to factor its long-term receivables (which we expected to create additional liquidity generally sufficient to cover the shortfall). Also, the Company launched initiatives to improve its efficiency and reduce its cost structure, including, but not limited to, (i) optimizing its kiosk network, (ii) evaluating and implementing workforce reductions across its supply chain and corporate teams and (iii) maximizing cost synergies across the combined businesses. The combination of these factors has resulted in asserted defaults and/or contractual terminations with critical content and service providers, impacting our ability to procure and monetize content efficiently across our distribution platforms. Due to the on-going impact of the above factors on our current and future results of operations, cash flows and financial condition, there is substantial doubt as to the ability of the Company to continue as a going concern," the Company stated in its Quarterly Report for the period ended Nov. 30, 2023. Chicken Soup reported a net loss attributable to the Company of $101.54 million in 2022 and a net loss attributable to the Company of $50.41 million in 2021. As of Sept. 30, 2023, the Company had $481.33 million in total assets, $890.06 million in total liabilities, and a total deficit of $408.72 million. CLUBHOUSE MEDIA: Reports Revenue Increase, Expense Cut in 2023 -------------------------------------------------------------- Clubhouse Media Group, Inc. recently announced its financial results for year-end 2023. The company has highlighted some of their financial achievements below. 2023 End of Year Summary Compared to 2022 End of Year Summary: * Total net revenue increased 46.82% to $1,495,145, compared to $1,018,342 * Operating expenses decreased 37.07% to $1,285,182 compared to $2,042,205 * Operating loss decreased 57.67% to $761,507 compared to $1,799,180 * Gross profit margin increased to 35.02%, compared to 23.86% * Total liabilities decreased 10.42% to $7,992,763, compared to $8,921,990 "We made some impactful decisions last year which I believe will add to the longevity and financial success of the company" said Scott Hoey, Chief Financial Officer of CMGR. "Moving away from the agency business has allowed us to significantly decrease our expenses and reduce our losses. As we continue to accelerate the growth of our HoneyDrip platform, I'm confident the company can make great strides toward profitability." "I think we made the right decision in ceasing our agency operations near the end of last year" said Amir Ben-Yohanan, Chief Executive Officer of CMGR. "While the agency was a revenue generator, it was very transactional by nature. We now have much better control over our destiny by focusing our energy and resources on our wholly owned creator monetization platform, HoneyDrip (which has been growing as planned). The platform has greater scalability and can provide a sustainable future for CMGR and its shareholders." About Clubhouse Media Group Las Vegas, Nevada-based Clubhouse Media Group, Inc. is a social media firm. The Company Company has recently ceased its operations in the agency and brand deal business to instead focus its efforts and resources on growing its wholly owned, creator monetization platform, HoneyDrip.com. Short Hills, New Jersey-based Yusufali & Associates, LLC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has stockholder's deficit, net losses, and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. COAST TO COAST: Seeks to Hire David P. Leibowitz as Counsel ----------------------------------------------------------- Coast to Coast Leasing, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to hire the Law Offices of David P. Leibowitz, LLC, d/b/a Lakelaw as its counsel. The Debtor requires legal counsel to: a. advise the Debtor with respect to its powers and duties in the continued management and operation of its business and properties; b. attend meetings with, and negotiate with, respective creditors and other parties involved in the Debtor's Chapter 11 case; c. advise and consult on the conduct of the case, including all the legal and administrative requirements of operating in a Chapter 11 case; d. advise the Debtor in connection with real estate and mortgage-related issues; e. advise the Debtor in connection with post-petition financing arrangements and negotiate and draft documents relating thereto; f. provide advice to the Debtor with respect to legal issues arising in or relating to its ordinary course of business; g. take all necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions and proceedings on its behalf, the defense of any actions and proceedings commenced against the estate, negotiations concerning all litigation in which the Debtor may be involved, and objections to claims filed against the estate; h. prepare legal papers; i. prepare a plan of reorganization or liquidation and all related agreements or documents, and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; j. attend meetings with third parties and participate in negotiations; k. appear before the bankruptcy court or other courts and the Office of the U.S. Trustee; and l. perform other necessary services. The hourly rates charged by the firm's attorneys and paralegals are as follows: David Leibowitz, Esq. $800 per hour Linda Green, Esq. $550 per hour Paralegals $150 per hour In addition, the firm will seek reimbursement for work-related expenses incurred. The Debtor paid the firm an initial retainer of $30,000, of which $3,200 was used to pay the firm's pre-bankruptcy legal services. As disclosed in court filings, the firm and its attorneys are "disinterested" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: David P. Leibowitz, Esq. Law Offices of David P. Leibowitz, LLC 3478 N. Broadway, Unit 234 Chicago, IL 60657-6968 Phone: (312) 662-5750 Email: dleibowitz@lakelaw.com About Coast to Coast Leasing, LLC Coast to Coast Leasing is part of the general freight trucking industry. Coast to Coast Leasing, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-03056) on March 1, 2024, listing $9,989,000 in assets and $19,167,713 in liabilities. The petition was signed by Hristo Angelo as member. Judge Jacqueline P. Cox presides over the case. David P Leibowitz, Esq. at the Law Offices of David P. Leibowitz, LLC represents the Debtor as counsel. COBRA AUTOMOTIVE: Hires Koons & Koons CPA as Accountant ------------------------------------------------------- Cobra Automotive, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to employ Koons & Koons, CPA as accountant. The firm will to assist the Debtor and perform all other accounting services as may be necessary and providing advisory services, tax preparation services, and assisting in ensuring that the post-petition tax withholdings are being properly calculated and remitted. The firm will be paid at the rate of $250 per hour, and a flat starting fee of $1,125.00 for a corporate return. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Koons, a partner at Koons & Koons, CPA, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael Koons Koons & Koons, CPA 501 W Bristol St. Elkhart, IN 46514 Tel: (547) 343-2859 About Cobra Automotive, Inc. Cobra Automotive, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 24-30076) on Jan. 25, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Paul E Singleton presides over the case. Katherine Everett Iskin, Esq. at May Oberfell Lorber represents the Debtor as counsel. COMMUNITY CARE: Moody's Withdraws 'B3' CFR on Debt Repayment ------------------------------------------------------------ Moody's Ratings has withdrawn all ratings of Community Care Health Network, LLC's (dba "Matrix") including the company's B3 corporate family rating, B3-PD probability of default rating, and B3 rating on the $330 million senior secured first lien term loan. Prior to the withdrawal the outlook was negative. 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. Community Care Health Network, LLC (dba Matrix Medical Network, "Matrix") provides primarily in-home health and care assessment services on behalf of health plans in the United States. The company generated revenues of over $300 million during the LTM ended September 30, 2023. In October 2016, The Providence Service Corporation sold a controlling share of Matrix to Frazier Healthcare Partners. COMSTOCK RESOURCES: Moody's Rates New Unsec. Notes Due 2029 'B3' ---------------------------------------------------------------- Moody's Ratings assigned a B3 rating to Comstock Resources, Inc.'s proposed senior unsecured notes due 2029. The existing ratings are unchanged, including the B2 Corporate Family Rating, B2-PD Probability of Default Rating, and the B3 ratings on the existing senior unsecured notes. The Speculative Grade Liquidity Rating is unchanged at SGL-3. The rating outlook is stable. The proceeds from the proposed notes will be used to repay debt outstanding under Comstock's revolving credit facility and for general corporate purposes. "Comstock's proposed notes issuance, along with a recent $100 million equity injection, will improve the company's liquidity by increasing the availability under its revolving credit facility," says Thomas Le Guay, a Moody's Vice President. "The financing transaction is leverage neutral." RATINGS RATIONALE The proposed notes are rated B3, one notch below the B2 CFR, reflecting their effective subordination to the $1.5 billion secured revolving credit facility maturing in November 2027. The proposed notes are rated in line with Comstock's existing $1.2 billion of senior unsecured notes due 2029 and $965 million of senior unsecured notes due 2030 (amounts outstanding as of December 31, 2023) and share the same terms and provisions with the 2029 notes. Comstock's B2 CFR reflects the company's weakened financial profile and liquidity resulting from lower natural gas prices in 2023 and continued high capital spending by the company. Comstock will be challenged to meaningfully reduce debt in 2024 and 2025, given the significant investments required to sustain natural gas production at current levels. The CFR also reflects the company's geographical concentration in the Haynesville Shale, which is characterized by steep initial production decline rates and higher reserve replacement costs that require a higher natural gas price to breakeven; limited commodity hedging, which leaves Comstock exposed to natural gas price volatility; and its focus on the production of natural gas, which yields lower cash margins compared to oil on an equivalent unit of production, and whose prices have been pressured by the ongoing rise of associated gas production in the Permian Basin, while incremental liquefied natural gas (LNG) export capacity in the US remains about a year away. Comstock's CFR benefits from the company's comparatively long operating runway, thanks to adequate liquidity and a long-dated debt maturity profile. Comstock's CFR is also supported by the company's large acreage position and low production costs thanks to limited processing needs because of its dry natural gas production, its proximity to Henry Hub which supports low basis differentials, and nearby natural gas export demand in the Gulf Coast region. The stable outlook reflects Moody's expectation that Comstock will stabilize its financial ratios at the current level, while avoiding significant production declines and maintaining adequate liquidity. Comstock should maintain adequate liquidity through mid-2025, as reflected in its SGL-3 rating. Pro forma for the offering, the company will have full availability under its $1.5 billion revolving credit facility maturing in November 2027 (unrated). Moody's expects the company to generate small positive free cash flow at Moody's natural gas price assumption for 2024. Comstock's revolving credit facility has two financial covenants including a maximum net debt/EBITDAX of 3.5x and minimum current ratio of 1.0x. Moody's expects the company to remain in compliance with its financial covenants through mid-2025, although compliance headroom could become tight if natural gas prices remain very low. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if Comstock consistently generates free cash flow, substantially reduces debt, maintains production and replaces reserves at competitive returns on investment. The company's retained cash flow (RCF) to debt ratio would also need to be maintained above 35% and it's Leveraged Full Cycle Ratio above 1.5x at mid-cycle natural gas prices. The ratings could be downgraded if Comstock continues to generate significant negative free cash flow, RCF to debt falls below 20%, production declines significantly or liquidity deteriorates. Comstock Resources, Inc. is a publicly traded independent natural gas exploration and production company headquartered in Frisco, Texas, with operations focused on the Haynesville Shale in North Louisiana and East Texas. The company owns more than 550,000 net acres and reported average daily production of 1,438 million cubic feet per day for 2023. Jerry Jones owns around 67% of the company. The principal methodology used in this rating was Independent Exploration and Production published in December 2022. COMTECH TELECOM: Jeffery Robertson Holds 3,610 shares ----------------------------------------------------- Jeffery Robertson, President of the T&W Segment at Comtech Telecommunications Corp., filed a Form 3 Report with the Securities and Exchange Commission, disclosing direct ownership of 3,610 shares of the company's common stock par value $0.10 per share as of March 26, 2024. About Comtech Telecommunications Headquartered in Huntington, New York, Comtech Telecommunications Corp. designs, develops, and manufactures technology electronic products and systems. In the Company's Form 10-Q report for the quarterly period ended October 31, 2023, it expressed that there is substantial doubt about its ability to continue as a going concern. Comtech's current cash and liquidity projections raise substantial doubt about its ability to continue as a going concern. The Company has evaluated whether there are any conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next 12 months. Based on its current business plans, including projected capital expenditures, the Company does not believe its current level of cash and cash equivalents or liquidity expected to be generated from future cash flows will be sufficient to fund its operations over the next 12 months and repay current obligations under the Credit Facility, raising substantial doubt about the Company's ability to continue as a going concern as of the date of this Quarterly Report on Form 10-Q. Although the Company is actively pursuing strategies to mitigate these conditions and events and alleviate such substantial doubt about its ability to continue as a going concern, there can be no assurance that the Company's plans will be successful. COTTONWOOD FINANCIAL: Seeks to Hire Ordinary Course Professionals ----------------------------------------------------------------- Cottonwood Financial Ltd. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ professionals utilized in the ordinary course of business. The OCPs' include: a. Kohn Law Firm Maria N. Lewis, Esq. 735 N. Water St., Suite 1300 Milwaukee, WI 53202-4106 -- Wisconsin collections b. Thomason Law Firm LLC Bryan W. Thomason, Esq. 111 Lomas Blvd. NW, Ste. 200 Albuquerque, NM 87102 -- New Mexico collections c. Skadden, Arps, Slate, Meagher & Flom LLP Anand Raman, Esq. 1440 New York Avenue, N.W. Washington, D.C. 20005 -- Regulatory matters d. Carrington, Coleman, Sloman & Blumenthal, L.L.P. Mike Birrer, Esq. 901 Main Street, Suite 5500 Dallas, Texas 75202 -- Employment matters The Debtor needs ordinary course professionals to perform services for matters unrelated to this Chapter 11 case. The Debtor seeks to pay OCPs 100 percent of the fees and expenses incurred. The Debtor does not believe that any of the ordinary course professionals have an interest materially adverse to it, its estates, creditors, or other parties in interest in connection with the matter upon which they are to be engaged. 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 business as Harney Partners, as financial advisor. COTTONWOOD FINANCIAL: Seeks to Tap Gray Reed as Bankruptcy Counsel ------------------------------------------------------------------ Cottonwood Financial Ltd. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Gray Reed as their counsel. The firm's services include: a) advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses; b) advising and consulting on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; c) attending meetings and negotiating with representatives of creditors and other parties in interest; d) taking all necessary actions to protect, preserve, and maximize the value of the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e) preparing pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f) representing the Debtors in connection with obtaining authority to continue using cash collateral and securing postpetition financing; g) appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; h) taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and i) performing all other necessary legal services for the Debtors in connection with their chapter 11 cases that the Debtors determine necessary and appropriate. The firm will be paid at these rates: Jason S. Brookner, Partner $985 per hour Aaron M. Kaufman, Partner $820 per hour Lydia R. Webb, Partner $760 per hour Amber M. Carson, Partner $710 per hour Emily F. Shanks, Associate $550 per hour Veronica Salazar, Paralegal $370 per hour Prior to the Petition Date, Gray Reed received a retainer in the aggregate amount of $350,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason S. Brookner, Esq., a partner at Gray Reed, 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: Jason S. Brookner, Esq. Aaron M. Kaufman, Esq. Lydia R. Webb, Esq. GRAY REED 1601 Elm Street, Suite 4600 Dallas, TX 75201 Tel: (214) 954-4135 Fax: (214) 953-1332 Email: jbrookner@grayreed.com akaufman@grayreed.com lwebb@grayreed.com 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. COTTONWOOD FINANCIAL: Taps Alston & Bird as Special Counsel ----------------------------------------------------------- Cottonwood Financial Ltd. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Alston & Bird LLP as its special corporate counsel. The firm will advise the Debtors in connection with its operation under the Texas Finance Code Chapter 393 as a credit services organization and a licensed credit access business. In addition, the Debtors anticipate that the Firm will assist them with corporate and regulatory matters in connection with the sale of substantially all of their assets. The firm's current customary hourly rates generally range from $500 to $2,000. The professionals primarily responsible for this engagement and their rates are as follows: Sanford M. Brown, Partner $1,390 per hour Patrick Hanchey, Partner $1,130 per hour Prior to the Petition Date, the firm received a retainer of $50,000. Sanford Brown, Esq., a partner of Alston & Bird LLP, assured the court that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Sanford M. Brown, Esq. Alston & Bird LLP 2200 Ross Avenue, Suite 2300 Dallas, TX 75201 Phone: (214) 922-3505 Email:sanford.brown@alston.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. 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 business as Harney Partners, as financial advisor. COTTONWOOD FINANCIAL: Taps Karen Nicolaou of HMP Advisory as CRO ---------------------------------------------------------------- Cottonwood Financial Ltd. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ HMP Advisory Holdings, LLC d/b/a Harney Partners to provide a chief restructuring officer and certain additional personnel and designate Karen Nicolaou as CRO. The firm will render these services: -- provide Karen Nicolaou as CRO for the Debtors, with such role encompassing the responsibilities and authority, and reporting to the Debtors' general partner; -- review and understand Debtors' current financial statements, including balance sheet, statement of operations and cash flow; -- understand Debtors' organization (personnel), critical customers, suppliers and other relationships; -- identify Debtors' creditors, amount of debt obligations, timing of principal and interest payment requirements, and related collateral for each debt obligation; -- review and enhance Debtors' 13-week cash flow forecasting model to aid Debtors in managing its cash position and forecasting liquidity needs on a weekly basis; -- prepare an analysis for Debtors in order to assess its overall condition and restructuring alternatives, including a Chapter 11 restructuring: a. analyze cash flows, identify actionable steps to improve, and work with management to implement such improvements; b. analyze inventory, accounts receivable, and other working capital components and develop strategies to enhance cash flow; c. identify alternative strategies for dealing with key vendors and, with Debtors consent, negotiating payment terms with vendors; -- develop restructuring alternatives, including a potential sale of all or substantially all of the Debtors' assets and/or a chapter 11 restructuring plan; -- assist the Debtors and its counsel, as appropriate, with general matters related to a chapter 11 proceeding, if necessary; -- assist the Debtors with preparation of financial information pertaining to the assets, liabilities, cash flows, financial statements, and projections, and as required by any lender, potential acquisition parties, and other stakeholders; -- assist in the preparation of potential post-petition financing budgets and related documentation, to support the successful completion of any chapter 11 proceeding; -- assist in the review of financial information exchanged between Debtors and creditors, any regulatory agencies, consultants, prospective investors/purchasers or other third parties, as may be necessary or appropriate; -- assist the Debtors with preparation of any bankruptcy required reporting, including Monthly Operating Reports (MOR); -- coordinate with the Debtors and any of the other professionals retained in any chapter 11 proceeding; and -- provide other services as may be agreed upon between the parties. The firm will be compensated as follows: a. A non-contingent fee based on the number of hours worked at Harney Partners' standard hourly billing rate. Standard hourly rates for the individuals who may work on this engagement range from $180 to $700. b. Expense reimbursement for all of Harney Partners' reasonable out-of-pocket and direct expenses incurred in connection with the Services. The Debtors paid Harney Partners an aggregate of $228,705 for professional services performed and expenses incurred and as a retainer. Karen Nicolaou, a managing director at HMP, disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Karen Nicolaou HMP Advisory Holdings, LLC dba Harney Partners One Riverway 777 S. Post Oak Lane, Suite 1700 Houston, TX 77056 Tel: (281) 656-6508 Email: knicolaou@harneypartners.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. 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 business as Harney Partners, as financial advisor. COTTONWOOD FINANCIAL: Taps Oppenheimer & Co as Investment Banker ---------------------------------------------------------------- Cottonwood Financial Ltd. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Oppenheimer & Co. Inc. as their investment banker. Oppenheimer will provide these services: a) advise and assist in connection with defining strategic and financial objectives; b) review the Debtors' historical and projected financial statements; c) identify potential parties to a Transaction; d) assist in the preparation of a confidential memorandum and related materials describing the Debtors and its business for distribution to prospective acquirers; e) assist with the population, maintenance and permissioning of access to a virtual data room containing documents the Debtors supplies for review by prospective counterparties; f) assist with obtaining customary confidentiality agreement from such counterparties; g) maintain a contact log of interested buyers; and h) assist in negotiating the financial terms and structure of the Transaction. The firm will be compensated as follows: a. An Advisory Fee of $250,000, payable in four equal installments, with the first $62,500 payable on execution of the Engagement Letter, and each subsequent payment made on the fifth day of each month; and b. Transaction Fee. A Transaction Fee equal to 6 percent of Transaction Value, subject to a minimum Transaction Fee of $1.5 million; provided however, that the Transaction Fee shall be reduced to $1 million if the Transaction is consummated with an entity owned or controlled by Trevor Ahlberg or an affiliate or designee thereof. The Debtors also agree to reimburse Oppenheimer promptly when invoiced for all of its reasonable out-of-pocket expenses (including reasonable fees and out-of-pocket expenses of its legal counsel) in connection with the performance of its services hereunder, regardless of whether a Transaction occurs. As disclosed in the court filing, Oppenheimer is a "disinterested person," as such term is defined in Bankruptcy Code section 101(14), as modified by Bankruptcy Code section 1107(b), and as utilized in section 328(c) of the Bankruptcy Code. The firm can be reached through: Cliff Booth Oppenheimer & Co. Inc. 85 Broad St New York, NY 10004 Phone: (212) 668-8000 (800) 221-5588 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 business as Harney Partners, as financial advisor. CREATIVE REALITIES: Deloitte Out, Grant Thornton In as New Auditor ------------------------------------------------------------------ Creative Realities, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 25, 2024, the Company dismissed Deloitte & Touche LLP as the Company's independent registered public accounting firm in connection with auditing the Company's financial statements commencing fiscal year 2024. The dismissal of Deloitte was approved by the Company's Audit Committee. The reports of Deloitte on the Company's audited consolidated financial statements for the two most recent fiscal years ended December 31, 2023 and December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that Deloitte's Report of Independent Registered Public Accounting Firm issued March 21, 2024 contained an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern. During the Company's two most recent fiscal years ended December 31, 2023 and December 31, 2022, and during the subsequent interim period preceding Deloitte's resignation, there were no: (i) disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Deloitte would have caused Deloitte to make reference to the subject matter of the disagreements in connection with its reports, or (ii) reportable events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K. Concurrent with the dismissal of Deloitte as the Company's independent registered public accounting firm, the Company's Audit Committee approved the engagement of Grant Thornton LLP as the Company's independent registered public accounting firm to audit the Company's financial statements commencing fiscal year 2024, subject to Grant Thornton's completion of its customary client acceptance procedures. During the fiscal years ended December 31, 2022 and 2023, or during any subsequent interim period prior to the engagement of Grant Thornton, neither the Company nor anyone on its behalf consulted with Grant Thornton with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a "disagreement" within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions or a "reportable event" with the meaning of Item 304(a)(1)(v) of Regulation S-K. About Creative Realities Creative Realities, Inc. -- http://www.cri.com-- helps clients use place-based digital media to achieve business objectives such as increased revenue, enhanced customer experiences, and improved productivity. The Company designs, develops and deploys digital signage experiences for enterprise-level networks, and is actively providing recurring SaaS and support services across diverse vertical markets, including but not limited to retail, automotive, digital-out-of-home (DOOH) advertising networks, convenience stores, foodservice/QSR, gaming, theater, and stadium venues. Louisville, Kentucky-based Deloitte & Touche LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company in experiencing difficulty in generating sufficient cash flow to service its debt and contingent consideration obligations, which raises substantial doubt about its ability to continue as a going concern. CULINARY INNOVATIONS: Unsecureds to Get 100 Cents on Dollar in Plan ------------------------------------------------------------------- Culinary Innovations Group LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization under Subchapter V dated March 28, 2024. The Debtor is a Florida limited liability company that operates an Italian restaurant known variously as San Marco of Venice and Ristorante San Marco (the "Restaurant"). The Debtor was founded in 2021 by Mrs. Kathleen Crescenzi, who is also the Debtor's President and sole owner. Due to delays in opening the Restaurant, and a failed attempt at expansion, the Debtor was unable to meet its obligations to creditors. The Debtor settled with one creditor but, due to continued financial struggles, was unable to meet its obligations under the settlement. Facing permanent closure, on December 29, 2023, the Debtor initiated the case by filing its voluntary petition for reorganizational relief under Subchapter V. The Financial Projections show that, as of the Effective Date, all of the PDI for the Relevant Income Period will be applied to make payments under this Plan. During the Relevant Income Period, this Plan proposes to pay creditors of the Debtor from the Debtor's revenue to promote the continuation, preservation, or operation of the Debtor's business. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of allowed General Unsecured Creditors, excluding any equity security holders. The Debtor has identified non-priority unsecured creditors with a total claim amount of $248,999.00. Beginning on the first day of the first calendar month after the Effective Date, and continuing every 3 months thereafter, the Class shall receive a pro quarterly monthly distribution collectively totaling the Debtor's PDI for the 3-month period immediately following such payment, following payment of administrative expense claims and priority tax claims. This Class shall be paid every 3 months until their allowed claims are paid in full, or the Relevant Income Period expires, whichever is earlier. The Debtor's PDI for the Relevant Income period exceeds $248,999.00. This Class is impaired by this Plan, and is entitled to vote on this Plan. Class 4 consists of Equity Security Holders. Mrs. Crescenzi is the sole Equity Security Holder. Equity Security Holders shall retain their interest in the Debtor. Other than the wages requested in the Debtor's Motion for Authority to Pay Affiliate Officer and Insider Salaries ("Insider Salary Motion"), no distributions or dividends shall be made by the Debtor to the Equity Security Holder until the earlier of: (i) the end of the life of this Plan; or (ii) such time as all allowed Class 3 claims are paid in full. Payments required under this Plan will be funded from revenues generated by the Debtor's continued operations. A full-text copy of the Plan of Reorganization dated March 28, 2024 is available at https://urlcurt.com/u?l=eZXwdD from PacerMonitor.com at no charge. Counsel to the Debtor: Michael R. Dal Lago, Esq. DAL LAGO LAW 999 Vanderbilt Beach Road, Suite 200 Naples, FL 34108 Telephone: (201) 417-8229 Email: mike@dallagolaw.com About Culinary Innovations Group Culinary Innovations Group LLC d/b/a San Marco of Venice and d/b/a Ristorante San Marco, is a Florida limited liability company that operates an Italian restaurant known variously as San Marco of Venice and Ristorante San Marco (the "Restaurant"). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05918) on December 29, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. The Debtor tapped Jennifer M. Duffy, Esq., and Michael R. Dal Lago, Esq., at Dal Lago Law as bankruptcy counsel and Gerard A. McHale, Jr., at McHale, PA as financial advisor. DESERT VALLEY: Trustee Hires Terry A. Daked as Counsel ------------------------------------------------------ Dale D. Ulrich, the Trustee of Desert Valley Steam Carpet Cleaning, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Terry A. Dake, Ltd as counsel. The firm's services include: a. giving legal advice with respect to the powers and the duties of the trustee in the operation of the estate and the collection and management of the property of the estate; b. preparing on behalf of and to assist me in the preparation of necessary applications, answers, orders, reports and other legal documents; and C. performing all other legal services for me as the trustee requires and as are necessary to this proceeding; The firm will be paid at the rates of $400 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Terry A. Dake, Esq., a partner at Terry A. Dake, Ltd., 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: Terry A. Dake, Esq. Terry A. Dake, Ltd., 20 E. Thomas Rd. Suite 2200 Phoenix, AZ 85012-3133 Tel: (602) 368 5200 Fax: (602) 494-4729 About Desert Valley Steam Carpet Cleaning, LLC Desert Valley Steam Carpet Cleaning, LLC was formed on Aug. 12, 2005, for the purpose of owning and operating a multi-family housing property located at 603 and 607 North D. St., Eloy, Ariz. Desert Valley Steam Carpet Cleaning sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-00570) on Jan. 16, 2020. Judge Brenda K. Martin oversees the case. Christopher J. Dutkiewicz, Esq., at DM Bankruptcy Law Group, LLC serves as the Debtor's bankruptcy counsel. DNT PROPERTY: Seeks to Hire AMS Consulting Group as Accountant -------------------------------------------------------------- DNT Property Investments LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ AMS Consulting Group as its accountant. The professional services to be rendered include the preparation of Debtor's 2022 and 2023 federal, state and local tax returns. AMS Consulting Group will bill $1,275 per year of tax returns plus $75 per hour for bookkeeping services related to the filing of the tax returns. The total estimated charge for both tax years is $3,000. AMS Consulting Group requires a retainer of $1,500. As disclosed in the court filing, AMS Consulting Group represents no interest adverse to the Debtor or the estate in matters upon which it is to be engaged for the debtor-in-possession. The firm can be reached through: Amber M. Spells, MST AMS Consulting Group, LLC 700 River Avenue Pittsburgh PA 15212 Telephone: (202) 600-9703 Email : info@consultams.com About DNT Property Investments LLC DNT Property is primarily primarily engaged in renting and leasing real estate properties. DNT Property Investments LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 24-20530) on March 2, 2024, listing $1,235,000 in assets and $763,861 in liabilities. The petition was signed by Derrick Tillman as managing member. Judge John C. Melaragno presides over the case. Jana S. Pail, Esq. at WHITEFORD, TAYLOR & PRESTON LLP represents the Debtor as counsel. EDELMAN FINANCIAL: Moody's Affirms 'B3' CFR, Outlook Stable ----------------------------------------------------------- Moody's Ratings has affirmed The Edelman Financial Engines Center, LLC's B3 Corporate Family Rating and B3-PD Probability of Default Rating. Moody's also affirmed the B2 backed senior secured debt ratings of its 1st lien term loan due April 2028 and Revolving Credit Facility (RCF) due April 2026 and its Caa2 rating 2nd lien term loan due July 2026. The outlook is stable. RATINGS RATIONALE Edelman's B3 CFR rating reflects the company's high leverage, the sensitivity of its revenue to equity market volatility and the ongoing risk to leverage if the PE owners opt for another debt-funded recapitalization. Moody's notes that over the past year, Edelman's financial profile has strengthened as Moody's adjusted debt-to-EBITDA in 2023 declined to 6.4x from 7.2x, driven by a combination of stronger financial markets, particularly equity markets, good cost control and lower marketing spend reflecting its transition from high cost radio marketing to low cost digital marketing. The improvement in the financial profile also reflects increased Wealth planning customer acquisition through Workplace (Employee Planning). Moody's expects modest additional deleveraging in 2024 if market conditions remain supportive. Nevertheless, leverage still remains high and in 2023, for the first time, Edelman had net outflows, led by the Workplace business due to sponsor terminations while Moody's notes that net flows were positive in the second half of the year. Moody's expects that the company will generate positive net inflows in 2024 as it has consistently although the rate of net flows in the Wealth Planning business have slowed with the transition to digital marketing. Finally, Moody's notes that Edelman made a $1.4 billion non-cash contribution to the parent company to settle receivables primarily related to the previous dividend recap that occurred in 2021. While it did not impact leverage, it did substantially reduce member's equity to $0.8 billion from $2.2 billion, which which Moody's regards as credit negative. The stable outlook reflects Moody's view that the consistent performance in the Wealth Planning business will be sustained with continued organic growth driven by growth in employee planning and as well as incrementally better results from digital marketing as that sales channel gains traction. Flows in the Workplace business should improve in 2024 as Moody's does not expect a repeat of the loss of two fairly large sponsors. STRUCTURAL CONSIDERATIONS The first lien senior secured term loan and revolving credit facility are rated B2, one notch above the CFR, reflecting the seniority ranking above the Caa2-rated $575 million second lien term loan. Moody's have positioned the rating of the first lien term loan above the CFR, even though the second lien term loan matures before the first lien loan, because Moody's expect the company to refinance the second lien term loan ahead of its maturity. If the company does not extend the second lien term loan's tenor ahead of its scheduled maturity, Moody's will likely review the positioning of the first lien term loan rating relative to the CFR. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade of Edelman's ratings include (1) debt-to-EBITDA sustained below 5.5x; (2) high single-to double-digit revenue growth rate; or (3) pre-tax income margin above 15% on a consistent basis. Factors that could lead to a negative outlook or downgrade of Edelman's ratings include (1) debt-to-EBITDA above 7.5x for a sustained period; (2) declines in customer acquisition rates and retention rates as well as fee rates or (3) sustained weakening of the company's liquidity profile. The principal methodology used in these ratings was Asset Managers Methodology published in November 2019. ENDEAVOR GROUP: S&P 'BB-' ICR on Watch Neg. on Take-Private Deal ---------------------------------------------------------------- S&P Global Ratings placed its 'BB-' issuer credit rating on Endeavor Group Holdings Inc. and all its borrower subsidiaries, including WME IMG Holdings LLC and UFC Holdings LLC, on CreditWatch with negative implications. On April 2, 2024, Endeavor announced it has entered into a definitive agreement with Silver Lake who will acquire 100% of the outstanding shares it does not already own, other than rolled equity interests, for $27.50 a share. The transaction will be financed through a combination of equity and new debt, which S&P expects could increase adjusted leverage above our 5.5x threshold for the current ratings. S&P said, "We expect to resolve the CreditWatch placement once Endeavor announces a firm capital structure, which will likely be in the fourth quarter of 2024. In resolving the CreditWatch, we will assess Endeavor's adjusted leverage over the next 24 months. We could lower our issuer credit rating if we expect adjusted leverage will remain above 5.5x on a sustained basis. "Silver Lake intends to acquire 100% of the outstanding shares it currently does not already own for $27.50 per share through a combination of equity and debt. We expect Silver Lake's take-private transaction will likely increase adjusted leverage above our 5.5x threshold for the current 'BB-' ratings. "We expect to resolve the CreditWatch placement once Endeavor announces a firm capital structure, which will likely be in the fourth quarter of 2024. In resolving the CreditWatch, we will assess Endeavor's adjusted leverage over the next 24 months. We could lower our issuer credit ratings if we expect adjusted leverage will remain above 5.5x on a sustained basis." Endeavor is a global sports and entertainment company, home to many of the world's most dynamic and engaging storytellers, brands, live events, and experiences. The Endeavor network specializes in talent representation through entertainment agency WME; sports operations and advisory, event management, media production and distribution, and brand licensing through IMG; live event experiences and hospitality through On Location; full-service marketing through global cultural marketing agency 160over90; and sports data and technology through IMG ARENA and OpenBet. Endeavor is also the majority owner of TKO Group Holdings (NYSE: TKO), a premium sports and entertainment company comprising UFC and WWE. ENDO INTERNATIONAL: Seeks to Hire Dechert LLP as Special Counsel ---------------------------------------------------------------- Endo International PLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Dechert LLP as their special counsel. The Debtors sought counsel from Dechert related to patent infringement litigation matters relating to Vasostrict and antitrust matters relating to Opana, Lidoderm, Colchicine, and Lubiprostone (OCP Services). Since Dechert's OCP Retention Date, the Debtors have retained Dechert to handle additional patent litigation matters in relation to varenicline products. Dechert's rates actually charged to Endo in 2023/24 for attorneys working on the matters ranged from $584 to $1,340. Martin Black, a partner of the law firm Dechert LLP, attests that the firm is a "disinterested person" as that term is defined in Bankruptcy Code Section 101(14). In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Mr. Black disclosed that: -- Dechert agreed to the Debtors' standard Outside Counsel Billing Guidelines, except with respect to conflicts of interest and document retention, which are governed by Dechert's engagement letter. In addition, Dechert provided Endo with significant discounts on its customary hourly rates. The Debtors' Outside Billing Guidelines were provided to Dechert at the beginning of Dechert's engagement as outside counsel. It is Dechert's understanding that it is the Debtors' practice to require all outside counsel to agree to the terms of its Outside Counsel Billing Guidelines, which address issues such as matter staffing, communications processes, and permissible billing practices. Dechert provides a significant discount to the Debtors for hourly work, and in some cases, has used a blended rate arrangement involving a single rate across all legal professionals on a matter; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- rates charged pre-petition were the same as rates charged post-petition, subject to annual adjustment; and -- No fixed budget was provided to the client. However, Dechert kept Endo apprised of estimated legal costs by providing a forecast through the first half of 2024 in September 2023 and an updated forecast through the end of 2024 in February 2024 for all matters on which Dechert was working at that time. These forecasts were reviewed and agreed to by Endo. The counsel can be reached through: Martin J. Black, Esq. DECHERT LLP Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 Telephone: (212) 698-3832 Facsimile: (212) 698-3599 Email: douglas.mannal@dechert.com About Endo International PLC Endo International plc (OTC: ENDPQ) is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On Aug. 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and Operand Pharmaceuticals Holdco III Limited each filed a voluntary Chapter 11 petition also in the U.S. Bankruptcy Court for the Southern District of New York. On May 31, 2023, Operand Pharmaceuticals II Limited and Operand Pharmaceuticals III Limited each filed a voluntary Chapter 11 petition also in the Southern District of New York. The Company's cases are jointly administered before the Honorable James L. Garrity, Jr. Endo initiated the financial restructuring process after reaching an agreement with a group of its senior debtholders on a transaction that would substantially reduce outstanding debt, address remaining opioid and other litigation-related claims, and best position Endo for the future. This would allow the Company to advance its ongoing business transformation from a strengthened financial position to create compelling value for its stakeholders over the long term. Endo's India-based entities are not part of the Chapter 11 proceedings. The Company has filed recognition proceedings in Canada and expects to file similar proceedings in the United Kingdom and Australia. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC, is the claims agent and administrative advisor. A Website dedicated to the restructuring is at http://www.endotomorrow.com/ Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners, LLC, as investment banker. ENVIVA INC: Supports Bid to Reconstitute Creditors' Committee ------------------------------------------------------------- Enviva Inc. has expressed support to expand the membership of the official committee representing unsecured creditors in the company's Chapter 11 case. Last week, Wilmington Savings Fund Society, FSB filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a motion to reconstitute the three-member committee, saying it does not "adequately represent" the company's general unsecured creditors. The current members of the committee are RWE Supply & Trading GmbH, Drax Power Limited and Ryder Integrated Logistics. RWE and Drax are both competitors, customers and counterparties to Enviva's now terminated contracts while Ryder is a service provider. Enviva's attorney, Jeremy Williams, Esq., at Kutak Rock, LLP said the company has concerns about the committee's ability to properly function in light of RWE's and Drax's respective relationships to the company and the company's need to protect commercially sensitive information. Mr. Williams said Enviva must limit RWE's access to "industry-specific, commercially sensitive information" of the company in light of RWE's position as a customer with an active trading role in the wood-pellet industry. Drax is similarly situated to RWE and must be recused from certain important committee discussions, according to the attorney. "The inability to share commercially sensitive information with these parties naturally leads to practical limitations on the committee's ability to function as it is intended," Mr. Williams said. "Because customer contract renegotiations are such an important action item in these Chapter 11 cases, the inability for two of the three committee members to receive material information related to this initiative will place undue strain on the sole remaining committee member, Ryder, who bears fiduciary responsibilities to all unsecured creditors in these Chapter 11 cases in its role on the committee," the attorney further said. 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 from third-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 Carson Consultants, LLC as notice and claims agent. The U.S. Trustee for Region 4 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. ESJ TOWERS: Court OKs Bid Rules for Sale of Assets -------------------------------------------------- ESJ Towers, Inc. received approval from the U.S. Bankruptcy Court for the District of Puerto Rico to solicit bids for its assets. Under the court-approved bid procedures, the deadline for potential buyers to place their bids on the assets is on May 3, at 5:00 p.m. (Prevailing Eastern Time). An auction will be conducted on May 8, at 10:00 a.m. (Prevailing Eastern Time) if ESJ receives offers by the bid deadline. The hearing to approve the sale to the winning bidder is set for June 6, at 10: 0 a.m. (Prevailing Eastern Time). Objections to the sale must be filed seven days prior to the sale hearing. ESJ is selling most of its assets to Fortaleza Equity Partners 2, LLC or to another buyer with a better offer. Fortaleza made a cash offer of $13.5 million for the assets, which include ESJ's real properties and other assets used to operate its business. Its $13.5 million offer will serve as the stalking horse bid at the auction. ESJ will use the proceeds from the sale to pay its creditors pursuant to its proposed Chapter 11 plan of reorganization. The company currently owns and operates 126 studio apartments, which are classified either as vacation club or hotel units, and one hospitality center. About ESJ Towers ESJ Towers, Inc. owns the ESJ Towers in Carolina, P.R. The luxury apartments and condo units at ESJ Towers have direct access to Isla Verde Beach, widely considered one of the best in Puerto Rico. ESJ sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 22-01676) on June 10, 2022, with as much as 50 million in both assets and liabilities. ESJ President Keith St. Clair signed the petition. Judge Enrique S. Lamoutte Inclan oversees the case. The Debtor tapped Charles A. Cuprill, Esq., at Charles A. Cuprill, PSC Law Offices as bankruptcy counsel; Ramon Luis Nieves, Esq., at RL Legal Consulting Services, LLC and Luis Daniel Muniz, Esq., as special counsels; Dage Consulting CPAS, PSC as financial advisor; CPA Luis R. Carrasquillo & Co., P.S.C. as financial consultant; and De Angel & Compania, PA, LLC as auditor. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Sept. 12, 2022. The committee tapped the Law Office of Jonathan A. Backman as lead bankruptcy counsel; Julio Cesar Alejandro Serrano, Esq., at JCAS Law as local counsel; and Dage Consulting CPAS, PSC as financial advisor. The Debtor filed its Chapter 11 plan of reorganization and disclosure statement on June 1, 2023. EUROBISTRO LLC: Hires William G. Haeberle P.A. as Accountant ------------------------------------------------------------ Eurobistro, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ William G. Haeberle, P.A. as accountant. The firm will assist the Debtor in the preparation of monthly operating reports, and provide other accounting services. The firm will be paid at the rates pf $250 per hour. The firm will be paid a retainer in the amount of $1,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. William G. Haeberle, a partner at William G. Haeberle, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: William G. Haeberle, CPA William G. Haeberle, P.A. 4446-1A, Suite 245 Jacksonville, FL 32207 Tel: (904) 245-1304 About Eurobistro LLC Eurobistro, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 24-00317) on February 1, 2024, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Jacob A. Brown oversees the case. Thomas C. Adam, Esq., represents the Debtor as legal counsel. EWING LAND: Taps Melvin O. Shaw and Parker & Parker as Counsel -------------------------------------------------------------- Ewing Land Development & Services, L.L.C. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Iowa to employ The Law Office of Melvin O. Shaw, P.L.C. as their local legal counsel and Parker & Parker, LLC law firm as their legal counsel. Melvin O. Shaw, P.L.C. shall serve as the in-state (Iowa) attorney and in an advisory and consultative role for each of the bankruptcy proceedings of Debtors. The local counsel has received an initial retainer totaling $12,500 from Debtors, plus an up-front deposit for the estimated filing fees to file each of Debtors' bankruptcy petitions in an amount of approximately $14,000. The local counsel's fees are set at the flat fee of $7,500 per Debtor (plus any hourly fees for work that exceeds the scope of the present engagement), plus hourly fees for any required appearances before the Court at the rate of $475 per hour. Parker and Parker, as their legal counsel, will provide: a) analysis of the Debtors' financial situation, and rendering advice to the Debtors in determining whether to file a petition in bankruptcy; b) preparation and filing of any petition, schedules, statements of affairs and plan which may be required; c) representation of the Debtors at the meeting of creditors and confirmation hearing, and any adjourned hearings thereof; and d) representation of the Debtors in adversary proceedings and other contested bankruptcy matters except that representation in non-core proceedings is subject to additional compensation at the reduced hourly rate of $350 per hour. Parker & Parker will receive a flat fee amount of $30,000 per entity Debtor and $15,000 for the combined individual bankruptcy of Jeffrey Garth Ewing and Tina Marie Ewing, in addition to pro hac vice counsel's initial retainer totaling $28,000. Neither Melvin O. Shaw, P.L.C. nor Parker & Parker, LLC own any interest in the Debtors, have any claim against any of Debtors' bankruptcy estates, or have any interest in the bankruptcy proceedings that would constitute a conflict of interest preventing them from acting in the best interest of each of the bankruptcy estates of Debtors. The firm can be reached through: Melvin Shaw, Esq. The Law Office of Melvin O. Shaw, P.L.C. 1303 5th Street, Suite 104 Coralville, IA 52241 Tel: (319) 337-7429 Fax: (319) 337-6272 Email: law@melvinshaw.com and Austin Parker, Esq. Bryant Parker, Esq. Parker & Parker, LLC 8101 College Blvd., Suite 100 Overland Park, KS 66210 Tel: (816) 787-2511 Email: austin@parkerparkerlawfirm.com bryant@parkerparkerlawfirm.com About Ewing Land Development Ewing Land Development is engaged in activities related to real estate. Ewing Land Development & Services, L.L.C. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case No. 24-00264) on March 5, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Jeff Ewing as president. Melvin Shaw, Esq. at THE LAW OFFICE OF MELVIN O. SHAW, P.L.C. represents the Debtor as counsel. FISKER INC: Cuts Electric Vehicle Prices to Stay Business Afloat ---------------------------------------------------------------- Richard Clough of Bloomberg News reports that Fisker Inc. dramatically reduced the price of the Ocean sport utility vehicle -- its only model -- as the electric-car maker struggles to stay in business. The biggest cut the US company is making applies to the top-end version of the Ocean, called Extreme. Fisker will slash the price by $24,000 — a 39% discount — to $37,499, according to an emailed statement. Other iterations of the vehicle also will be much cheaper, a move Fisker said was designed to position the Ocean as "a more affordable and compelling EV choice." About Fisker Inc. California-based Fisker Inc. is revolutionizing the automotive industry by designing and developing individual mobility in alignment with nature. Passionately driven by a vision of a clean future for all, the company is on a mission to create the world's most sustainable and emotional electric vehicles. FISKER INC: Deal Talks with Big Automaker Collapse -------------------------------------------------- Reuters reports that cash-strapped Fisker's talks with a large automaker for a potential deal have collapsed and the New York Stock Exchange plans to delist the electric-vehicle startup's shares due to "abnormally low" price levels. The NYSE has also suspended trading in the stock, it said on Monday, hours after it was halted pending an announcement. The termination of talks with the unnamed automaker has led Fisker to search for strategic options including in- or out-of-court restructurings and capital markets transactions, the startup said on Monday. In the case of a stock delisting, the company will be required to offer to repurchase its unsecured 2.50% convertible notes due 2026 and it will trigger an event of default under its senior secured convertible notes due 2025. "We do not currently have sufficient cash reserves or financing sources sufficient to satisfy all amounts due under the 2026 Notes or the 2025 Notes, and as a result, such events could have a material adverse effect on our business, results of operations and financial condition," it said. The news comes a week after the company paused electric-vehicle production, fanning growing uncertainty around its future. "I can't put it if it is next week or next year, but it is inevitable," Thomas Hayes, chairman at hedge fund Great Hill Capital, said on the growing chances of Fisker likely to file for bankruptcy protection. A potential bankruptcy will make Fisker the second failed auto startup from Henrik Fisker, who started his career as an automotive designer and was also a Tesla (TSLA.O), opens new tab consultant. His previous attempt, Fisker Automotive, fell victim to the 2008 financial crisis and filed for bankruptcy in 2013 despite fetching $192 million in loans from the Department of Energy. Fisker's latest venture was founded in 2016 and went public through a merger with a blank-check firm for a valuation of $2.9 billion. But a slew of supply chain issues, production delays and fundraising hurdles sent its market valuation crashing to less than $100 million. Reuters had earlier this month reported that Japanese automaker Nissan (7201.T) was in advanced talks to invest in the startup. Fisker said earlier on Monday it will be unable to meet a closing condition related to its attempt to raise up to $150 million by selling convertible notes after missing an interest payment. The $8.4 million payment for some notes due in 2026 was supposed to be paid on March 15, but the startup said it did not pay despite having enough liquidity as it wanted to use the 30-day grace period to talk to investors about its capital structure. Raising funds has been hard for loss-making EV startups, which have little by way of revenue as they struggle to ramp up production and deliver to customers amid strong competition and a tough economy. Separately, Fisker said it would ask investors to vote on a proposal for a reverse stock-split at a shareholder meeting on April 24, as it looked to comply with the New York Stock Exchange's listing norms. Fisker's shares have lost more than 90% of their value this year, after the startup flagged going-concern risk in February and paused investments in future projects until it secured a partnership. It pivoted to a dealer-partner model earlier this year, after delivering less than half of the vehicles it made in 2023 due to logistics issues. Fisker has pursued a different strategy from Tesla and other EV startups by relying on auto supplier Magna to assemble its vehicles rather than invest the capital to build and operate a factory on its own. The Fisker Ocean competes with Tesla's Model Y SUV, and a growing crowd of mid-size electric SUVs such as the Ford Mustang Mach-E. About Fisker Inc. California-based Fisker Inc. is revolutionizing the automotive industry by designing and developing individual mobility in alignment with nature. Passionately driven by a vision of a clean future for all, the company is on a mission to create the world's most sustainable and emotional electric vehicles. GEO GROUP: Moody's Rates New $500MM Senior Unsecured Notes 'B3' --------------------------------------------------------------- Moody's Ratings assigned a B3 rating to The GEO Group, Inc.'s proposed $500 million senior unsecured notes and a B1 rating to its proposed $700 million senior secured first lien notes. The B2 Corporate Family Rating and stable outlook are unchanged. GEO is issuing this new debt as part of a comprehensive refinancing of its capital structure. The B1 rating on the senior secured notes is rated one notch higher than the B2 CFR reflecting these securities' higher priority of claim in the event of default. The B3 rating on the unsecured notes is one notch lower than the CFR reflecting a material amount of debt with a more senior priority of claim. The stable outlook reflects Moody's expectation that GEO's financial leverage will remain near current levels over the long-term in addition to the company maintaining sufficient liquidity to meet its contractual debt obligations amid the challenging operating environment for private prison operators. RATINGS RATIONALE GEO's B2 corporate family rating reflects the company's high secured debt levels, lumpy debt maturity schedule, and its operations in a niche business that is sensitive to government policy toward incarceration, as well as its newer – yet experienced – management team. Additionally, over the last few years, many lenders and investors have reduced their capital allocations to prison operators because of the sentiment associated with incarceration rates and the risk of adverse regulation. Moody's regards GEO's business sensitivities and headline risk as a social consideration under its ESG framework. The rating also reflects GEO's relatively stable operating performance, evidenced by stable aggregate occupancy in the mid 80% range, its solid credit profile evidenced by low net debt to EBITDA under 2.5x, and adequate liquidity. It also reflects the credit strength of its government customers and tenants which are predominantly investment grade rated sovereign governments and U.S. states. Income from the residential segment will decline modestly with additional asset sales, while increased use of alternate means of monitoring will lead to good growth in income from electronic monitoring/supervision over the next 12-18 months. Moody's believes that the barriers to entry are lower for the non-residential services than the residential segments, although GEO is in a relatively strong competitive position because of its long-standing relationships with the contracting agencies. GEO's SGL-3 speculative grade liquidity rating reflects Moody's expectation that the company will maintain adequate liquidity to repay its remaining short-term tranche maturities and long-term debt through cash on hand and recurring cash flow. GEO's governance risk reflects potential for income volatility because of the short-term contracts and the higher percentage of DOJ contracts relative to peers. These risks are partially offset by the company's moderate financial leverage and its commitment to allocate capital and excess cash flows to pay down debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of GEO's ratings would require material improvement in the long-term industry outlook, including improved access to capital, demonstration of positive revenue and earnings growth, and further reduction in secured debt, on a sustained basis. A downgrade of GEO's ratings could occur if there is a deterioration in liquidity or access to capital or weakening operating trends, including a material decline in occupancy or if secured leverage rises above 35%. Further exposure to adverse regulatory events could also lead to downward ratings pressure. The GEO Group, Inc. (NYSE: GEO) is a leading provider of government outsourced services focused on the management and ownership of correctional facilities, processing centers, reentry and residential community-based and youth services to Federal, State, and local governments in the United States, Australia, South Africa and the United Kingdom. Annual revenues are approximately $2.4 billion. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in February 2024. GEO GROUP: S&P Prelim 'BB' Rating on $700MM first-lien Sec. Notes ----------------------------------------------------------------- S&P Global Ratings assigned its preliminary 'BB' issue-level and preliminary '1' recovery ratings to The GEO Group Inc. and GEO Corrections Holdings Inc.'s proposed $700 million first-lien senior secured notes due 2029. This reflects S&P's expectation for very high (90%-100%; 95% rounded estimate) recovery in the event of a default. Additionally, S&P assigned its preliminary 'B' issue-level and '5' recovery ratings to the company's proposed $500 million senior unsecured notes due 2031. This reflects its expectation for modest (10%-30%; rounded estimate: 20%) recovery in the event of a payment default. The proposed notes are part of a $1.6 billion debt-financing package to fully refinance the company's debt capital structure. S&P said, "All other ratings, including the 'B' issuer credit rating, remain on CreditWatch, where we placed them on April 1, 2024. If the transaction closes as presented to us, we expect to raise our issuer credit rating on GEO to 'B+' with a stable outlook, and to finalize all our preliminary issue-level ratings on the proposed debt. This is because we believe a successful refinancing would signal the company's improved standing in credit markets and sufficient lender demand for GEO's debt, minimizing future refinancing risk." ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors The company's pro forma capital structure will consist of the following: -- $310 million revolving credit facility due 2029 (expected to be undrawn at close of the transaction with $75.8 million in letters of credit outstanding); -- $400 million term loan B due 2029; -- $700 million first-lien secured notes due 2029; -- $500 million senior unsecured notes due 2031; and -- $230 million 6.5% exchangeable notes due February 2026. Other key factors include: -- The GEO Group Inc. and GEO Corrections Holdings Inc. are the coborrowers of the senior secured credit facilities, the first-lien secured notes and the senior unsecured notes. -- The senior secured credit facilities are secured by a first lien on substantially all loan party personal property (including 100% of the equity interest of first-tier foreign subsidiaries) and material real property and are guaranteed by the domestic restricted subsidiaries. The first-lien secured notes will be secured on a pari passu basis with the senior secured credit facilities and guaranteed by each restricted subsidiary. Those subsidiaries not providing guarantees generated approximately 8.5% of 2023 revenues and 7.2% of the 2023 credit agreement defined adjusted EITDA. -- S&P said, "Our simulated default contemplates a deterioration in the company's business prospects amid a change in public policy against the use of private prison operators, severe pressure on state revenues (which results in significant budget deficits), lower U.S. prison populations, and increased use of probation and parole, leading to a default in 2028. Under our scenario, GEO's standing in credit markets weakens, causing difficulties refinancing the proposed debt." -- Generally, contracts can be canceled with advance notice under certain terms and conditions. However, S&P believes that if GEO defaults, it would still have a viable business model because of continued demand for its services, ownership of detention center capacity that could be leased to government agencies, and a large market presence in the private criminal detention industry. Simulated default assumptions -- Simulated year of default: 2028 -- Revolver draw at default: 85% Outstanding debt includes about six months of prepetition interest. -- EBITDA at emergence: about $265 million -- EBITDA multiple: 6x -- Gross enterprise value: $1.6 billion Simplified waterfall -- Net emergence value (after 5% administrative expenses): $1.5 billion -- Estimated first-lien debt claims: $1.3 billion -- Value available to first-lien debt: $1.3 billion --Recovery range: 90%-100% (rounded estimate: 95%) -- Estimated unsecured debt claims: $765 million -- Value available to unsecured debt claims: about $175 million --Recovery range: 10%-20% (rounded estimate: 20%) GISOTI PLUMBING: Taps Goldenthal & Suss Consulting as Accountant ---------------------------------------------------------------- Gisoti Plumbing and Heating Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Goldenthal & Suss Consulting P.C. as its accountant and bookkeeper. The firm will render these services: a. give Debtor advice with respect to its rights and responsibilities under relevant State and Federal Tax Law in the continued operation of its business and in its management of its property; b. prepare ongoing monthly operating reports of the Debtor; c. prepare periodic tax filings and documents of the Debtor; d. prepare other financial documents and statements of the Debtor as necessary during the pendency of the case. The firm will be paid at these rates: CPA/Accounting Services $250 per hour Bookkeeping/Junior Accountant $75 per hour Goldenthal charges a flat rate for Corporate Tax preparation services. For 2023, the flat rate for Corporate Tax Filings is $2,200. As disclosed in the court filings, Goldenthal & Suss Consulting is a "disinterested person" within the meaning of 11 U.S.C. 101(14.) The firm can be reached through: David C. Egan, CPA Goldenthal & Suss Consulting, P.C. Certified Public Accountant 4218 Amboy Road Staten Island, NY 10308 Tel: (718) 227-6035 Fax: (718) 227-6067 About Gisoti Plumbing and Heating Gisoti Plumbing and Heating, Inc. is a full-service plumbing and heating, ventilation and air conditioning (HVAC) company in Troy, N.Y. The Debtor filed Chapter 11 petition (Bankr. N.D.N.Y. Case No. 24-10173) on Feb. 19, 2024, with up to $10 million in both assets and liabilities. Greg Gisoti, president, signed the petition. Michael Boyle, Esq., at Boyle Legal, LLC represents the Debtor as bankruptcy counsel. GLOBAL FERTILITY: Court OKs Bid to Appoint Chapter 11 Trustee ------------------------------------------------------------- Judge Philip Bentley of the U.S. Bankruptcy Court for the Southern District of New York granted the motion by the U.S. Trustee for Region 2 and Dr. Hu Bo to appoint a Chapter 11 trustee in the bankruptcy case of Global Fertility & Genetics, New York, LLC. Judge Bentley further ordered that the U.S. Trustee appoint a bankruptcy trustee, with all of the rights, powers and duties authorized under Sections 1104 and 1106 of the Bankruptcy Code. A copy of the order is available for free at https://urlcurt.com/u?l=fWBTip from PacerMonitor.com. About Global Fertility & Genetics Global Fertility & Genetics, New York, LLC, is a reproductive endocrinology and fertility center in New York. The Debtor filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-10905) on June 6, 2023, with $289,407 in assets and $1,123,740 in liabilities. Judge Philip Bentley oversees the case. Michael J. Kasen, Esq., at Kasen & Kasen, P.C., is theDebtor's legal counsel. David Crapo is the patient care ombudsman appointed in the Debtor's Chapter 11 case. GRS RESTAURANT: Unsecured Creditors Will Get 8% Dividend in Plan ---------------------------------------------------------------- GRS Restaurant Group, Inc., submitted an Amended Plan of Reorganization for Small Business dated March 28, 2024. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $11,006. The final Plan payment is expected to be paid on June 1, 2029 (excluding Class 3 long-term debt). This Plan of Reorganization proposes to pay creditors of the Debtor from: 1) the Debtor's monthly income generated from rental income and elder care income; 2) social security payments; and 3) the refinance and/or sale of the Subject Property. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 8 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 1 consists of the Priority Unsecured Claim of Cintas Corporation. The priority claim amount asserted by Cintas Corporation in Claim 8-1 is separately classified for administrative convenience, due to the de-minimis amount of the Claim that the Debtor shall pay on the Effective Date. There are no other known priority unsecured claims (other than separately classified tax claims). This Class shall be paid in full on Effective Date. Class 4 consists of the general unsecured portion of the claim filed Amon Food Service company, Inc. (Claim 2-1). The Remaining Stipulated General Unsecured Balance $70,557.19 shall be paid a Monthly Amount: $1,175.95. Class 4 shall receive a 100% dividend and shall be paid a total amount that does not exceed $70,557.19. Class 5A consists of all non-priority, non-insider, unsecured claims scheduled or otherwise allowed under Section 502 of the Code, including both undisputed and disputed claims on Schedule F with claim balances greater than $0.00. Class 5A shall receive an estimated 8% dividend and shall be paid a total amount that does not exceed $99,046.79. (the "General Unsecured Claims Pot"). Class 5A payments shall be over a 36-month term that begins in Year 3 of the Plan on June 1, 2026, after the Debtor has completed 24 months of payments of any court-approved Section 503(b) administrative priority professional fees. The General Unsecured Claims Pot shall be available to both Class 5A and Class 5B, which shall receive pro-rata distributions from the General Unsecured Claims Pot. The final amount paid to Class 5A members may be reduced by any Class 5B claims allowed at an amount greater than $0.00. Class 5B consists of all non-priority, non-insider, unsecured claims scheduled or otherwise allowed under Section 502 of the Code at $0.00. All class 5B members are listed as disputed, in the event any Class 5B member filed a proof of claim in an amount greater than $0.00. The claims bar date ran on September 8, 2023. No Class 5B member filed a proof of claim. All claims were scheduled and allowed at $0.00. A full-text copy of the Amended Plan dated March 28, 2024 is available at https://urlcurt.com/u?l=YuB1Ng from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Matthew D. Metzger, Esq. Belvedere Legal, PC 1777 Borel Place, Suite 314 San Mateo, CA 94402 Telephone: (415) 513-5980 Facsimile: (415) 513-5985 Email: mmetzger@belvederelegal.com About GRS Restaurant GRS Restaurant Group, Inc., doing business as Stacks, operates in the restaurant industry. It is based in Burlingame, Calif. The Debtor filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 23-30430) on June 30, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Gina Klump, Esq., at the Law Office of Gina R. Klump, has been appointed as Subchapter V trustee. Judge Hannah L. Blumenstiel oversees the case. Matthew D. Metzger, Esq., at Belvedere Legal, PC, is the Debtor's counsel. GSE SYSTEMS: Incurs $8.7 Million Net Loss in 2023 ------------------------------------------------- GSE Systems, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $8.72 million on $45.04 million of revenue for the year ended Dec. 31, 2023, compared to a net loss of $15.34 million on $47.73 million of revenue for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $22.80 million in total assets, $17.46 million in total liabilities, and $5.34 million in total shareholders' equity. As of Dec. 31, 2023, the Company had cash and cash equivalents of $2.3 million compared to $2.8 million at Dec. 31, 2022. As of Dec. 31, 2023, the Company has current restricted cash and long-term restricted cash of $0.4 million and $1.1 million, respectively. The Company has total restricted cash of $1.1 million to secure four letters of credit with various customers and $0.4 million to secure its corporate credit card program. For the years ended Dec. 31, 2023 and 2022, net cash provided by operating activities was $1.6 million and $0.7 million, respectively. The year over year increase in cash flows provided by operating activities was primarily driven by lower operating expenses primarily related to the costs reduction initiatives implemented during the year. For the year ended Dec. 31, 2023, net cash used in investing activities was $(0.7) million compared to net cash of $(0.6) million used in investing activities in the prior year. The decrease in cash outflow in 2023 was primarily related to lower capital expenditures. For the years ended Dec. 31, 2023 and 2022, net cash used in financing activities was $(1.5) million and net cash provided by financing activities was $0.8 million, respectively. The increase in used in financing activities of $2.3 million was primarily driven by $(3.4) million decrease in proceeds received from issuance of the Convertible Notes, and increase in Principle payments of $(1.0) million, offset by a $1.8 million repayment of the line of credit during fiscal year 2022. Tysons, VA-based Forvis, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 2, 2024, citing that Company has incurred losses from operations for the year ended Dec0 31, 2023. In addition, the continued decline in revenues has significantly impacted the Company's operating results and raises substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/944480/000114036124017131/ef20015336_10k.htm About GSE Systems Headquartered in Columbia, Maryland, GSE Systems -- www.gses.com -- is a provider of engineering services and technology, expert staffing, and simulation software to clients in the power and process industries. GUADALUPE REGIONAL: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has affirmed Guadalupe Regional Medical Center's, TX (GRMC) Long-Term Issuer Default Rating (IDR) and the rating on the following bonds issued by the Board of Managers, Joint Guadalupe County - City of Seguin, TX on behalf of GRMC at 'BB'. - $100.3 million hospital mortgage revenue, refunding and improvement bonds series 2015. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Guadalupe Regional Medical Center (TX) LT IDR BB Affirmed BB Guadalupe Regional Medical Center (TX) /General Revenues/1 LT LT BB Affirmed BB The 'BB' IDR and revenue bond ratings reflect GRMC's adequate operating performance despite staffing expense pressures, as well as its weak balance sheet and liquidity position. The ratings also reflect GRMC's stable market position in a favorable but competitive service area with a growing population. While the combination of 'bbb' revenue defensibility and an 'a' operating risk suggests a higher rating category, Fitch believes the 'BB' rating reflects the risk associated with GRMC's meaningful dependence on funds related to its status as the owner of 22 nursing home licenses. The rating also reflects GRMC's participation in the Quality Incentive Payment Program (QIPP), a state of Texas Medicaid Program. GRMC added six new nursing homes in FY22 and FY23 combined. Approximately 54% of GRMC's total net patient revenues as presented in their FY23 audited results are from their nursing homes. While the program appears stable thus far, Fitch believes that this funding could be more volatile in future years. Additionally, GRMC's hospital operations are sensitive to small changes in utilization due to its average daily census under 50 and small revenue base of $135 million in net patient service revenue excluding nursing home revenues. The Stable Outlook reflects Fitch's expectation that net leverage metrics will remain stable as capital spending that is projected to be modest for the next few years. SECURITY The bonds are secured by a mortgage on hospital property, pledge of gross revenues and a debt service reserve fund. KEY RATING DRIVERS Revenue Defensibility - 'bbb' Favorable Payor Mix in Growing but Competitive Service Area The 'bbb' revenue defensibility assessment reflects GRMC's favorable payor mix, marginal leading market share, and position in a growing service area. GRMC's gross patient revenues in FY23 were primarily from Medicare (53%) and commercial payors (27%) and less exposure to Medicaid (9%), self-pay (8%); with combined Medicaid and self-pay accounting for less than 25% of gross revenues, which Fitch views favorably. GRMC benefits from its designation as a non-state, government-owned facility; this allows GRMC to qualify for nursing facility supplemental support and shares the benefit through its lease terms with the nursing facilities. GRMC is currently the legal owner of 22 nursing home licenses and is in lease and management agreements with the operators of the facilities. In FY23, GRMC recognized $9.8 million of revenue recognized from the QIPP program net of intergovernmental transfers, as well as $3.2 million in supplemental Medicaid revenue. Fitch would negatively view any changes or volatility related to these supplemental payments given GRMC's revenue composition; however, this risk is somewhat mitigated by a stable payor mix and growing local service area. Total net patient revenues of $341 million in FY23 consisted of GRMC health system net patient service revenue (39.7%) and pass-through revenues from 22 nursing homes (53.8%). In FY23, GRMC saw solid revenue growth of 12.8% in FY23, mainly resulting from the higher nursing home revenue (including additional revenues from the addition of two nursing homes), as well incremental growth in hospital net patient service revenue (2.9%). Fitch expects GRMC to continue growing revenue through organic patient volume growth as well as the addition of additional nursing homes. GRMC's operations are centered in Seguin, TX; a rapidly growing area with favorable demographic trends approximately 35 miles east of San Antonio, TX. Competition for healthcare services is strong and GRMC has the second leading market share of about 20.7% in its primary service area, which trails Resolute Health's 22.7% market share. In addition to Resolute Health, CHRISTUS Health's Santa Rosa Health System operates five full-service hospitals in the greater San Antonio / New Braunfels area and maintains a 16.7% market share. Despite competition, GRMC remains focused on recruiting additional physicians and extending its reach through outpatient clinics. Fitch believes these efforts will help solidify GRMC's presence in the region and produce growing volumes over time. Operating Risk - 'a' Good Cost Management; Moderate Capital Needs Fitch expects GRMC's operating risk to remain consistent with the 'a' assessment given the hospital's stable operating performance and moderate capital requirements. Excluding nursing home operations, GRMC produced a 16.4% and 9.2% operating EBITDA margin in FY22 and FY23, respectively. GRMC benefits from supplemental payments related to its nursing homes; which supports cash flow generation. Management has budgeted FY24 margins, excluding nursing home operations, in line with FY23 results, but notes that year to date cash flow generation has been favorable to expectations. Capital spending averaged a solid 125% of deprecation over the past five years. Recent projects include construction of a new 22,000-sf medical office building (MOB) for specialists, the addition of a six-bed intermediate care unit serving higher acuity patients, a new urgent care center, women's imaging center renovation and a full lab renovation. GRMC currently is in the process of replacing its cath lab and plans to continue investing in routine needs and strategic growth to accommodate additional volumes. Current plans include the expected construction of a new 25,000-sf medical office building through a $10 million grant from the state. Financial Profile - 'bb' Weak Financial Profile GRMC's absolute liquidity at FYE23 is flat compared FYE19 due to the organization's significant capital spending on projects in FY21 and FY22. As a result, GRMC's cash to adjusted debt remains weak at only 47% as of FYE23, reflecting $52 million of unrestricted cash and investments and $7.9 million debt service reserve funds in relation to GRMC's debt ($104.6 million of long-term debt and $6.6 million of capital leases) and adjusted debt. Under Fitch's criteria, adjusted debt includes Fitch's net pension liability (estimated at $17.7 million based on a 6% discount rate, instead of the $7.5 million level reported by GRMC, which is based on a 6.75% discount rate). Net adjusted debt to adjusted EBITDA, which is a measure of how many years of cash flow is needed to repay outstanding long-term debt is 2.9x at Sept. 30, 2023. Fitch's base case reflects a continuation of good operations with GRMC's operating EBITDA margins (excluding nursing home operations) margins remaining above 9% in all the years of the scenario (above 4% including nursing home operations). No debt issuances are incorporated into Fitch's analysis at this time. Fitch's forward-looking stressed scenario assumes a portfolio stress of -1.2% based on GRMC's very conservative asset allocation and applies standard revenue stress in the initial two years of the stressed case. Fitch assumes a gradual improvement in operating EBITDA margins and leverage in the outer years of the stressed scenario. GRMC recovers from the application of stress to exhibit leverage metrics in line with current levels as indicated by a fourth-year net adjusted debt to adjusted EBITDA of 2.7x and cash to adjusted debt of 44%. Asymmetric Additional Risk Considerations No asymmetric additional risk considerations were applied in this rating determination. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - If liquidity levels significantly deteriorate and GRMC's net leverage position weakens to levels that no longer support the rating; - If GRMC's margins and profitability (excluding nursing home operations) significantly weaken to levels around 7% operating EBITDA on a consistent basis and no longer support a strong operating risk profile. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - GRMC's liquidity position and net leverage position improve significantly to levels that offset concerns over its small revenue/volume base and dependency on supplemental funding, with cash to adjusted debt that is consistently above 60%. PROFILE GRMC's 153-bed medical center is located in Seguin, TX, about 35 miles east of San Antonio, TX. The hospital serves the counties of Guadalupe, Caldwell, Comal, DeWitt, Gonzales, Hays, Karnes and Wilson, with the city of Seguin as its primary service area. GRMC estimates the cost of charity care provided under its charity care policy in fiscal 2023 as $7 million. It received $1.9 million in payments from Guadalupe County and City of Seguin in fiscal 2023 to help offset the cost of charity care. The original GRMC hospital was built in 1965 and underwent significant renovation and expansion in 2010. GRMC is the sole member of Guadalupe Regional Medical Group, which has grown to have employed physicians spanning a variety of specialties. GRMC offers additional specialty services through affiliations with regional providers. GRMC generated approximately total operating revenues of $340 million in FY23 (September YE) including $183 million in nursing home patient service revenue. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. GULFPORT ENERGY: S&P Ups ICR to 'B+' on Reduced Sponsor Ownership ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Oklahoma City-based oil and gas exploration and production (E&P) company Gulfport Energy Corp. to 'B+' from 'B'. S&P also raised its issue-level rating on the company's senior unsecured notes to 'BB-' from 'B+'. The '2' recovery rating (rounded estimate: 85%) is unchanged. The stable outlook reflects S&P's expectation that the company's financial policy will remain supportive of the current rating, with funds from operations (FFO) to debt of about 95% in 2024 and debt to EBITDA of about 1x. S&P said, "We no longer believe Gulfport's financial sponsors will exert control over the company's strategy and cash flows. After its emergence from bankruptcy in 2021, investment firms Silver Point Capital and MacKay Shields maintained a large ownership stake in the company's common and preferred equity. The firms' common equity ownership has declined in recent months, following three large transactions in 2023 and an additional sale by Silver Point in March 2024. Including preferred equity on a fully converted basis, we estimate total sponsor ownership is now slightly below 40%, down from approximately 58% at year-end 2022. Our base case scenario assumes that both firms will maintain their current ownership position of both common and preferred equity and that Silver Point will retain its one board seat. Nonetheless, in our view, the company's board comprises a majority of independent directors (four of seven), and we anticipate shareholder rewards will remain within the company's internally generated cash flow. Therefore, we view the company's financial policy as supportive of the higher rating. "We expect production will remain flat in 2024 amid improved operating efficiency and stable capital expenditures (capex). Gulfport paused development of its assets in the South Central Oklahoma Oil Province (SCOOP) in 2023, as the company prioritized activity in the Marcellus shale in Ohio. We anticipate the company will increase activity in the SCOOP modestly in 2024, largely offsetting natural declines. Gulfport has also reported improved operating efficiency, such as an approximately 45% increase in total footage drilled per day in the second half of 2023 from 2021 levels and a 40% increase in average frac pumping hours over the same period. Therefore, we expect total production will remain flat at about 1,100 million cubic feet equivalent per day in 2024 (mmcfe/day) despite cash capex declining to about $466 million from $533 million in 2023 (including potential acreage acquisitions). "We forecast continued share repurchases and strong credit measures. Given our expectation for flat production and our current price deck, we anticipate Gulfport's credit metrics will remain very strong, benefitting from the company's limited use of debt. We do not expect any debt prepayment over the next 12 months, with nearly all free operating cash flow (FOCF) used to fund share repurchases of approximately $240 million in 2024. Our metrics also continue to treat the company's $44 million of preferred shares as debt in our analysis, given its 10% cash coupon and cash redemption feature. We forecast FFO to debt will increase to about 94% in 2024 from about 85% in 2023 while debt to EBITDA remains about 1x. "The stable outlook reflects our expectation that, following the reduced sponsor ownership, Gulfport will continue to pursue a financial policy supportive of the current rating. We anticipate the company will keep production mostly flat in 2024 amid weak natural gas prices, but credit metrics will benefit from its hedge position and modest use of debt. We forecast FFO to debt will increase to about 95% in 2024 from 85% in 2023 while debt to EBITDA remains about 1x. We also forecast discretionary cash flow (DCF) to debt of about 3%, compared with 4.6% in 2023, as the company continues to use nearly all FOCF for share repurchases." S&P could lower its ratings over the next 12 months if Gulfport's FFO to debt declined below 45% on a sustained basis or liquidity significantly deteriorated. This could occur if: -- Natural gas prices declined further, likely in conjunction with no changes in capital spending; -- The company pursued a more aggressive financial policy, including large debt-financed acquisitions or shareholder rewards; or -- The company did not address the maturity of its 2026 notes in a timely manner. S&P believes the scale of Gulfport's reserves and production limits rating upside over the next 12 months. However, S&P could raise its ratings if: -- The company increased its scale to levels commensurate with higher rated peers, and -- It maintained FFO to debt above 45% on a sustained basis with adequate liquidity. S&P said, "Environmental factors are a negative consideration in our credit rating analysis of Gulfport Energy Corp. because the E&P industry is contending with an accelerating energy transition and increased adoption of renewable energy sources. We believe falling demand for fossil fuels will lead to declining profitability and returns for the industry as it fights to retain and regain investors that seek higher return investments. Although the company does not have specific emission reduction goals, Gulfport is a member of the Environmental Partnership, which is focused on the oil and gas industry's care of the environment and the reduction of methane and volatile organic compound emissions. Management and governance factors are neutral to our rating. In our view, the company's board consists of a majority of independent directors." Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Governance structure HAWAIIAN HOLDINGS: Extends Merger Deal Following DOJ Review ----------------------------------------------------------- As previously disclosed, on December 2, 2023, Hawaiian Holdings, Inc., a Delaware corporation, entered into an Agreement and Plan of Merger with Alaska Air Group, Inc., a Delaware corporation, and Marlin Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Alaska, providing for the merger of Marlin with and into Hawaiian, with Hawaiian surviving as a wholly owned subsidiary of Alaska. The Merger is conditioned on, among other things, the expiration or early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other required regulatory approvals. As previously disclosed, on February 7, 2024, Hawaiian and Alaska each received a request for additional information and documentary material from the Antitrust Division of the Department of Justice in connection with the DOJ's review of the Merger. The issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both Hawaiian and Alaska have substantially complied with the Second Request, unless the waiting period is earlier terminated by the DOJ. On March 27, 2024, Hawaiian and Alaska entered into a timing agreement with the DOJ pursuant to which they agreed, among other things, not to consummate the Merger before 90 days following the date on which both parties have certified substantial compliance with the Second Request unless they have received written notice from the DOJ prior to the end of such 90-day period that the DOJ has closed its investigation of the Merger. Hawaiian and Alaska have been working cooperatively with the DOJ and expect to continue to do so. About Hawaiian Holdings Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. provides transportation services. As of September 30, 2023, Hawaiian Holdings has $3,923,260 in total assets and $3,744,502 in total liabilities. * * * On November 15, 2023, Egan-Jones Ratings Company retained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Hawaiian Holdings. HEYCART INC: Hires Danning Gill Israel & Krasnoff as Counsel ------------------------------------------------------------ Heycart, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Danning, Gill Israel & Krasnoff, LLP as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor concerning the benefits of a bankruptcy filing and the prospects for a reorganization; (b) assist the debtor in the preparation of its Petition, Schedules of Assets and Liabilities, Statement of Financial Affairs, and other required documents; (c) prepare an emergency motion to pay prepetition wages; (d) prepare an emergency motion to use cash collateral; (e) advise and assist the debtor with respect to chapter 11 case requirements, including preparing the 7 Day Package and requests for insider compensation, maintaining DIP bank accounts, among other requirements, and to help the debtor stay in compliance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules, and the Guidelines of the United States Trustee; and (f) perform other general legal services to move the debtor forward toward a successful reorganization. The firm will be paid at these hourly rates: Eric P. Israel $825 Zev Schectman $725 John N. Tedford IV $750 Aaron E. de Leest $725 Shantal Maimed 2024 $360 Shelly Panta $320 Isabelle Cho $335 In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The Debtor provided banning Gill with a $100,000 retainer to commence services plus the filing fee of $1,738. Eric Israel, Esq., a partner at Danning Gill Israel & Krasnoff, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Eric P. Israel, Esq. DANNING, GILL, ISRAEL & KRASNOFF, LLP 1901 Avenue of the Stars, Suite 450 Los Angeles, CA 90067-6006 Tel: (310) 277-0077 Fax: (310) 277-5735 Email: zs@danninggill.com About Heycart Inc. Heycart Inc. is primarily engaged in selling utensils, ceramic dishes, reusable labels and wine accessories. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10483) on February 28, 2024. In the petition signed by Aiden Chien, chief operating officer, the Debtor disclosed $1,231,380 in assets and $23,500,047 in liabilities. Judge Theodor Albert oversees the case. Zev Schechtman, Esq., at DANNING, GILL, ISRAEL & KRASNOFF, LLP, represents the Debtor as legal counsel. HLF FINANCING: Moody's Rates New $700MM Senior Secured Notes 'Ba2' ------------------------------------------------------------------ Moody's Ratings assigned a Ba2 rating to HLF Financing SaRL, LLC's (HLF) proposed $700 million of backed senior secured notes due 2029. The notes will be issued at HLF and Herbalife International, Inc, wholly owned subsidiaries of Herbalife Ltd. (Herbalife). Herbalife's B1 Corporate Family Rating and B1-PD Probability of Default Rating are not affected. The negative outlooks and all other ratings on Herbalife's and HLF's existing debt are also not affected. Proceeds from the $700 million senior secured notes will be used in conjunction with the planned proceeds from the previously announced proposed $500 million senior secured term loan B and a partial draw on the previously announced proposed new $400 million senior secured revolver to refinance a large portion of its existing debt, including the bulk of its 2025 maturities. The notes will be guaranteed by Herbalife Ltd. and each of the company's subsidiaries that guaranteed the credit facility, and will be secured on a pari-passu first-lien priority basis by the same collateral pledged to the credit facility. After the proposed refinancing transactions, the nearest debt maturity will be the estimated $300 million remaining portion of the 7.875% unsecured notes due September 2025. The proposed issuance is in line with Moody's expectation for the company to issue $700 million of senior secured debt when the Ba2 rating was assigned to the company's proposed term loan B on March 27, 2024. Please see the Moody's March 27, 2024 press release for details on the rationale for the rating assignments. RATINGS RATIONALE Herbalife's B1 CFR broadly reflects its niche product and service offering and its aggressive financial strategy due to a history of debt financed share buybacks. The company offers meal replacement products and customer support, aiding clients in weight management and improved nutrition. Product volumes, distributor recruitment and earnings benefited from the focus on nutrition and individuals looking for income opportunities while staying at home during the pandemic. Competition in the health and wellness industry and broader work opportunities are now pressuring volumes, recruitment and earnings. The implementation of digital tools to streamline business and simplify transactions for distributors and customers is a necessary strategy by Herbalife to stabilize and enhance operations. However, these investments, while crucial for enhancing the functionality of its digital tools, are also consuming cash and weakening free cash flow in 2024. The global multi-level marketing structure (MLM), under regulatory scrutiny for years, could face challenges with a declining distributor count and the availability of work-from-home flexible options. The long term risk for MLMs in developing markets is high due to increasing retail penetration, e-commerce activity, competition, and foreign exchange pressures, which can gradually erode legacy distribution advantages. Therefore, Herbalife needs to maintain stronger credit metrics than similar companies with more stable and less risky business profiles. The company suspended its share buyback policy in 2023 and is committed to achieving its gross leverage ratio target of 3x (currently gross debt-to-credit agreement adjusted EBITDA was -3.9x as of December 31, 2023 based on management's calculation) amid weaker recruitment efforts and earnings pressures. Herbalife is in the process of refinancing the bulk of its balance sheet, which is expected to increase interest costs and reduce free cash flow generation, with pro-forma debt-to-EBITDA leverage of 5.4x on a Moody's adjusted basis and EBITA-to-interest below 2x in 2024. Credit metrics are expected to improve in 2025 largely through EBITDA growth as the cost savings the company identified as part of its Transformation Program and new restructuring plan announced in March 2024 are realized. The ratings are weakly positioned and are based on Moody's expectation that the company will refinance the 2025 maturities at par and that its debt-to-EBITDA will improve to a mid 4x range and EBITA-to-interest will increase to mid 2x range in 2025. The ratings are supported by consumer focus on health and wellness including weight loss, product innovation, predictable free cash flow, and excellent geographic diversity. The nutrition and wellness sector is expected to witness strong long-term demand due to an aging population, high obesity, and a continued focus on wellness, though competition requires continual investment and new products to avoid market share erosion. The ratings also reflect Moody's expectation that the company will continue to generate free cash flow of at least $100 million and utilize cash and free cash flow to reduce its outstanding debt balance. Moody's also assumes that Herbalife will continue to suspend all share buybacks until management's gross leverage target of 3x is achieved. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The negative outlook reflects the high leverage and the execution risk Herbalife faces to improve earnings and credit metrics over the next 12 months given the uncertainty surrounding the timing and successful execution of synergies and cost savings associated with the company's Transformation Program and new restructuring plan announced in March 2024. Higher than expected costs, weakening demand for the company's products, and uncertainty relating to the level of interest expense necessary to address all of the 2025 maturities could also weaken free cash flow and slow deleveraging. Ratings could be upgraded if Herbalife achieves its targeted cost savings and demonstrates sustained growth in sales and profitability with good liquidity. The company would also need to adhere to a more conservative financial strategy. Debt-to-EBITDA sustained below 4x, EBITA-to-interest sustained above 2.5x and retained cash flow (RCF)-to-net debt sustained in the mid-20% range would also be necessary for an upgrade. Ratings could be downgraded if liquidity weakens including the approach of upcoming debt maturities, or if the cost of refinancing maturities raises cash interest expense and weakens free cash flow. An inability to stabilize and improve operating performance, debt-to-EBITDA above 5x, EBITA-to-interest below 2x or free cash flow below $100 million could also lead to a downgrade. The principal methodology used in this rating was Consumer Packaged Goods published in June 2022. Herbalife Ltd., founded in 1980 and based in Los Angeles, CA, is a global nutrition company that sells weight management, targeted nutrition, energy, sports and fitness, and outer nutrition products to and through a network of independent members intended to support a healthy lifestyle. The company operates through a multi-level marketing system that consists of approximately 6.5 million global members across 95 markets. Revenues for the fiscal year ended December 31, 2023 for the publicly traded company were approximately $5.06 billion. HORNBLOWER HOLDINGS: Taps RSM to Provide Audit and Tax Services --------------------------------------------------------------- Hornblower Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire RSM US LLP and RSM Canada LLP to provide audit and tax services. RSM will perform the following services: a. RSM US agreed to audit the consolidated financial statements of Hornblower Holdings, L.P. and its subsidiaries, which comprise the consolidated balance sheet as of Dec 31, 2023, the related consolidated statements of operations and comprehensive loss, members' deficit, and cash flows for the year then ending, and the related notes to the consolidated financial statements. b. RSM Canada agreed to audit the financial statements of Hornblower Canada Co., which comprise the balance sheet as of Dec 31, 2023, the statements of operations, retained earnings and cash flows for the year then ended, and the related summary of significant accounting policies and other explanatory information, as well as audit the schedule of gross revenues, including a summary of significant accounting policies and general information. c. RSM US agreed to prepare annual federal income tax and resident state income tax extensions for the tax year ended Dec 31, 2023. d. RSM Canada agreed to prepare tax returns for the entities, jurisdictions, and tax periods. e. RSM US agreed to provide tax consulting related to the income tax consequences resulting from the modification, restructuring, discharge or forgiveness of the indebtedness. RSM will be compensated as follows: US Audit Services by RSM US Hourly Rates Partner/Principal $925 Managing Director $850 Senior Director $760 Senior Manager $710 Manager $550 Supervisor $425 Supervisor - PMO $345 Senior Associate $350 Associate $260 CSR - Report Processing $285 Intern $165 Canadian Audit Services by RSM Canada Hourly Rates Partner/Principal $925 Managing Director $850 Senior Director $760 Senior Manager $710 Manager $550 Supervisor $425 Supervisor - PMO $345 Senior Associate $350 Associate $260 CSR - Report Processing $285 Intern $165 RSM US charges a fixed fee in the amount of $200,000 for the US Tax Extension Preparation Services and received a prepayment in the amount of $200,000 for such services before the Petition Date. RSM Canada charges a fixed fee for these engagements for a total amount of CAD $25,900 plus CAD $850 per slip for the Canadian Tax Preparation Services, excluding directly billed expenses. US Tax Advisory Services by RSM US RSM US will bill these rates: Hourly Rates Partner/Principal $1,405 Managing Director $1,240 - $1,300 Senior Director $1,075 - $1,190 Senior Manager $920 - $1,020 Manager $755 - $835 Supervisor $530 - $565 Senior Associate $480 - $510 Associate $365 - $390 CSR - Report Processing $440 - $470 Intern $285 In addition, the firm will seek reimbursement for expenses incurred. Kerensa Butler, a partner at RSM US, 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: Kerensa Butler, CPA RSM US LLP 13155 Noel Road, Suite 2200 Dallas, TX 75240 Phone: (972) 764-7100 About Hornblower Holdings Hornblower Holdings, LLC and its affiliates filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90061) on Feb. 21, 2024. At the time of the filing, Hornblower reported $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Porter Hedges, LLP and Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsels; Borden Ladner Gervais, LLP as Canadian counsel; Guggenheim Securities, LLC as investment banker; and Alvarez & Marsal North America, LLC as restructuring advisor. Omni Agent Solutions, Inc. is the Debtor's notice and claims agent and administrative advisor. HUDSON 888 OWNER: Hires Holland & Knight LLP as Special Counsel --------------------------------------------------------------- Hudson 888 Owner, LLC and Hudson 888 Holdco, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Holland & Knight LLP to serve as special condominium counsel. Holland & Knight continued to represent Fee Owner in connection with, among other things: (a) the submission of the condominium offering plan for the Project and amendments thereto and various other regulatory matters related to the Project ; and (b) the contract negotiations and closings for the sales of the residential condominium units within the Project. Accordingly, the Debtor seeks to retain Holland & Knight as special condominium counsel to render services in connection with the special counsel matters because of its past work and intimate familiarity with the project. Holland & Knight's current billing rates are: Partners/Counsel $625 to $990 per hour Associates $500 to $600 per hour Paralegals $220 to $240 per hour Stuart Saft, a member at Holland & Knight LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Stuart Saft, Esq. HOLLAND & KNIGHT LLP 31 West 52nd Street New York, NY Tel: (212) 513-3200 Fax: (212) 385-9010 Email: Stuart.Saft@hklaw.com About Hudson 888 Owner Hudson 888 Owner LLC and Hudson 888 Holdco LLC filed their voluntary petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10021) on Jan. 8, 2024. In the petitions signed by Sheng Zhang, chairman and chief executive officer, Hudson 888 Owner disclosed $100 million to $500 million in both assets and liabilities. Stephen B. Selbst, Esq., at Herrick Feinstein LLP represents the Debtors as bankruptcy counsel. INNERLINE ENGINEERING: Taps GlassRatner as Financial Expert ----------------------------------------------------------- Innerline Engineering, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ GlassRatner Advisory & Capital Group dba B. Riley Advisory Services as its financial expert. The firm will render these services: a. review and analyze the Debtor’s current, historical and projected finances; b. provide conclusions for each and how they impact the proposed plan of reorganization; c. provide conclusions for the appropriate accounting methods for the type of business that the Debtor is engaged in and how that relates to the proposed plan of reorganization; d. provide any other related review, analysis, conclusions and consulting; e. testify about the above by report, declaration or online in the bankruptcy proceedings; and f. provide such other related tasks as may be needed. The Debtor has agreed to pay a postpetition retainer fee of $25,000. J. Michael Issa, senior managing director at GlassRatner, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: J. Michael Issa GlassRatner Advisory & Capital Group, LLC dba B. Riley Advisory Services 19800 MacArthur Boulevard, Suite 820 Irvine, CA 92612 Direct: (949) 407-6620 Mobile: (949) 279-4244 Email: missa@brileyfin.com About Innerline Engineering Corona, Cal.-based Innerline Engineering, Inc. -- http://www.innerlineengineering.com/-- offers a variety of services to municipalities, utility owners, industrial facilities and commercial property owners for the maintenance of their underground utilities. Innerline Engineering filed a petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 21-14305) on Aug. 9, 2021, listing as much as $10 million in both assets and liabilities. Thomas J.C. Yeh, chief financial officer, signed the petition. Judge Wayne E. Johnson oversees the case. Resnik Hayes Moradi LLP serves as the Debtor's bankruptcy counsel. INNOVATE CORP: Issues $25M Series C Preferred Shares to Lancer -------------------------------------------------------------- INNOVATE Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 28, 2024, the Company issued and sold 25,000 shares of its Series C Non-Voting Participating Convertible Preferred Stock, par value $0.001 per share for the aggregate purchase price of $25,000,000 to Lancer Capital LLC, an investment fund led by Avram A. Glazer, the Chairman of the Company's board of directors, pursuant to that Investment Agreement dated as of March 5, 2024 by and between the Company and Lancer Capital. This issuance and sale was consummated without registration under the Securities Act of 1933, as amended, in reliance upon an exemption from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act. The Company is basing such reliance upon representations made by Lancer Capital, including, but not limited to, representations as to Lancer Capital's status as an "accredited investor" (as defined in Rule 501(a) under the Securities Act) and Lancer Capital's investment intent. The Series C Preferred Stock was not offered or sold by any form of general solicitation or general advertising (as such terms are used in Rule 502 under the Securities Act). The Series C Preferred Stock and the shares of common stock issuable upon conversion thereof may not be re-offered or sold in the United States absent an effective registration statement or an exemption from the registration requirements under applicable federal and state securities laws. Additionally, on March 28, 2024, the Company amended its amended and restated certificate of incorporation by filing the Certificate of Designations of the Series C Preferred Stock (the "Series C Certificate of Designations") with the Secretary of State of the State of Delaware on March 28, 2024. The amount of dividends payable for each share of Series C Preferred Stock is equal to (a) the number of shares (including fractions) of common stock into which such share of Series C Preferred Stock is (or, but for the failure to obtain stockholder approval, would be) convertible on an applicable record date multiplied by (b) the amount of dividends declared and paid on each share of the Company's common stock; provided, however, that if the Company declares and pays a dividend on the common stock consisting in whole or in part of common stock, then no such dividend shall be payable in respect of the Series C Preferred Stock on account of the portion of such dividend on the common stock payable in common stock, and in lieu thereof, certain anti-dilution adjustments as discussed below will apply. If dividends are declared in respect of common stock that are payable in rights, options, warrants, or other convertible or exchangeable securities that entitle holders to acquires shares of common stock, the dividends payable to the Series C Preferred Stock will consist of substantially identical rights, options, warrants, or other securities that instead are convertible into, exercisable, or exchangeable for shares of convertible preferred stock with substantially identical terms and provisions as the Series C Preferred Stock. Prior to the approval by holders of the common stock of a proposal (the "Rights Offering Proposal") to approve the issuance of the common stock upon conversion of all of the Series C Preferred Stock in accordance with the rules of the New York Stock Exchange, each holder of Series C Preferred Stock has the right to convert the Series C Preferred Stock held by such holder into a number of shares of common stock up to an amount permitted by the NYSE. The number of shares of common stock issuable upon conversion of each share of Series C Preferred Stock is equal to the result obtained by dividing (a) $1,000 by (b) the conversion price then in effect (the "Series C Conversion Ratio"). The initial conversion price is $0.70. The holders of Series C Preferred Stock have the option to convert the Series C Preferred Stock into common stock prior to the consummation of any merger, sale of all or substantially all assets of the Company, or other change of control transaction with a third party unaffiliated with any holder of the Series C Preferred Stock pursuant to which the Company will be delisted from the NYSE, following prior written notice. Pursuant to the Investment Agreement, the Company currently intends to seek stockholder approval for the conversion of the Series C Preferred Stock into shares of our common stock at its 2024 annual stockholders meeting. Upon stockholder approval of the Rights Offering Proposal, each share of Series C Preferred Stock shall be automatically converted into such number of shares of common stock as described in the Series C Conversion Ratio, subject to any ownership or issuance limits imposed by the applicable rules and regulations to which the Company is then subject. As of the date of the prospectus supplement, there are no such ownership or issuance limits except for the NYSE rules described above. If the Company (i) pays a dividend or makes any other distribution on or in respect of the common stock payable in common stock, (ii) subdivides or combines its outstanding shares of common stock into a greater or smaller number of shares, or (iii) issues or distributes any equity securities by reclassification of its common stock (other than any issuance constituting a dividend in which the holders of the Series C Preferred Stock participate), the applicable conversion price shall be adjusted as of the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or distribution or at the opening of business on the day following the day on which such subdivision, combination or reclassification becomes effective, as the case may be, so that the holders of the Series C Preferred Stock shall, upon surrender thereafter of any shares of Series C Preferred Stock for conversion, be entitled to receive the number of shares of common stock that such holder would have owned or have been entitled to receive after the happening of any of the events described above had such Series C Preferred Stock been converted immediately prior to the record date in the case of a dividend or distribution or the effective date in the case of a subdivision, combination or reclassification. In the case of any consolidation or merger of the Company with another entity, as a result of which shares of common stock shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity or any other property or assets, then the holders of Series C Preferred Stock shall thereafter have the right to receive upon surrender thereafter of their shares of Series C Preferred Stock for conversion, such shares of common stock and/or securities and/or other property or assets as may be issued or payable with respect to or in exchange for the number of shares of common stock that would otherwise have been received by such holders had they converted the Series C Preferred Stock immediately prior to the effective date of such merger or consolidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series C Preferred Stock will be entitled to receive, after payments to the holders of outstanding shares of the Company's Series A-3 Preferred Stock and Series A-4 Preferred Stock, the holders of the Series C Preferred Stock shall be entitled to share ratably with the holders of the Common Stock (and all other classes and series of stock entitled to participate with the Common Stock) in the remaining assets of the Company on the basis that such holders would share if all outstanding shares of Series C Preferred Stock were then converted into Common Stock; provided, that in the event that such payment would be less than $0.001 per share of Series C Preferred Stock, the holders of the Series C Preferred Stock shall instead be entitled to receive out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, an amount per share of Series C Preferred Stock equal to $0.001 per share (or if less than $0.001 per share is available for distribution in respect of the Series C Preferred Stock, then all such remaining funds shall be distributed pro rata in respect of the Series C Preferred Stock), before any payment or distribution shall be made to the holders of the common stock (or any other class or series of stock entitled to participate with the common stock). For this purpose, neither a consolidation nor merger of the Company with one or more other corporations, nor a sale or a transfer of all or substantially all of the assets of the Company, shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, of the Company. At any time prior to conversion of the shares of Series C Preferred Stock into common stock, the Company may, at its option, redeem the shares of Series C Preferred Stock, in whole or in part, at a redemption price per share of Series C Preferred Stock in cash and equal to $1,000 plus 8% per annum uncompounded for the period from the issuance date to the applicable redemption date (the "Series C Redemption Price"). The Series C Preferred Stock shall be redeemed on the sixth (6th) anniversary of the initial issuance of shares of the Series C Preferred Stock at a price per share payable in cash and equal to the Series C Redemption Price. The holders of record of shares of the Series C Preferred Stock shall have no voting rights, except as prescribed by the Delaware General Corporation Law. For so long as any of the Series C Preferred Stock is outstanding, consent of the holders of shares representing a majority of the Series C Preferred Stock then outstanding is required for certain material actions. About Innovate New York-based Innovate -- www.innovatecorp.com -- is a diversified holding company that has a portfolio of subsidiaries in a variety of operating segments. The Company seeks to grow these businesses so that they can generate long-term sustainable free cash flow and attractive returns in order to maximize value for all stakeholders. As of Dec. 31, 2023, its three operating platforms or reportable segments, based on management's organization of the enterprise, are Infrastructure, Life Sciences and Spectrum, plus its Other segment, which includes businesses that do not meet the separately reportable segment thresholds. Innovate incurred a net loss of $38.9 million in 2023, compared to a net loss of $42 million in 2022. As of Dec. 31, 2023, the Company had $1.04 billion in total assets, $1.18 billion in total liabilities, $15.4 million in total temporary equity, and a total stockholders' deficit of $151.7 million. Innovate disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 26, 2024, it received a written notice from the New York Stock Exchange that it was not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE's Listed Company Manual, as the average closing price of the Company's common stock was less than $1.00 per share over a consecutive 30 trading-day period. * * * As reported by the TCR on May 17, 2023, S&P Global Ratings lowered its issuer credit rating on Innovate Corp. to 'CCC+' from 'B-'. S&P said, "We expect Innovate to maintain less than adequate liquidity over the next 12 months. This reflects our expectation that while the company has enough liquidity to continue operating for the next 12 months, we believe the cushion is very thin and could quickly erode." INW MANUFACTURING: S&P Affirms 'CCC' ICR, Outlook Developing ------------------------------------------------------------ S&P Global Ratings affirmed its 'CCC' issuer credit rating on U.S.-based INW Manufacturing LLC. At the same time, S&P affirmed its 'CCC' issue-level rating on the company's first-lien term loan. S&P's '4' recovery rating remains unchanged, indicating its expectation for average (30%-50%; rounded estimate: 45%) recovery for lenders in the event of a payment default. The outlook is developing, reflecting the possibility that S&P could affirm, raise, or lower the rating in the next few quarters depending on whether the company can successfully turn around the business while generating sufficient cash to meet its debt service requirements. INW Manufacturing bolstered its liquidity by refinancing its $102 million delayed draw term loan (DDTL) facility maturing in April 2024 with a new facility comprised of a $29 million funded term loan due March 2026 and a $73 million DDTL due March 2027 ($62 million available at close). S&P said, "The rating affirmation reflects our view that although INW's liquidity profile improved, its capital structure remains unsustainable. INW recently refinanced its $102 million, sponsor-provided DDTL facility maturing in April 2024 with a new facility comprising a $29 million funded term loan due March 2026 and a $73 million DDTL due March 2027 ($62 million available at close). The transaction alleviates the near-term default risk and improves INW's liquidity position (sources of liquidity will exceed uses by over 2x over the next 12 months) because it can tap the availability under the DDTL and asset-based loan (ABL) and its cash balance to fulfill its operating and debt service requirements. We further believe the refinancing demonstrates the financial sponsor's commitment to the company. "However, INW's ratings are constrained by high debt service requirements resulting in forecasted free operating cash flow (FOCF) deficits and weak fixed charge coverage. Despite our expectation for EBITDA growth in 2024, we expect high cash interest expense will continue to pressure FOCF because both the company's ABL facility and term loan debt are floating rate and not protected via interest rate hedges. We estimate the company will report an FOCF deficit in 2024 of about $15 million, which, along with the term loan amortization requirements of about $22 million, it will need to fund by draws on either the ABL or DDTL. We also estimate availability under its ABL facility is constrained by the springing minimum fixed-charge coverage covenant because we believe INW would not comply if tested. "Interest on the refinanced DDTL is fully paid in kind (PIK) and allows the company to save on cash interest costs, especially in a high rate environment, while providing liquidity for management to successfully turn around the company. However, we estimate the outstanding amount on the DDTL will be substantial at the time of maturity--about $40 million will be outstanding on just the $29 million funded portion of the term loan at maturity in March 2026. It will need to address this over the next two years. Further, we estimate its S&P Global Ratings-adjusted leverage will remain in the 8x-9x range over the next two years despite forecast EBITDA growth and term loan amortization, primarily due to higher borrowings to fund FOCF deficits and capitalization of PIK interest cost. "We expect INW's operating performance will modestly recover in 2024. The company faced multiple headwinds over the past few years that hurt profitability, including elevated raw material and labor costs, supply chain disruptions, retail inventory destocking, demand softness including in its direct selling channel, and a fire-related plant shutdown. Its performance began to improve in the second half of 2023, and the company reported volume growth driven by new business wins and the reopening of its fire-impacted plant. "Further, raw material cost deflation and management's cost savings initiatives supported margin expansion in 2023. We expect volume growth will continue in 2024, driven by new customer wins and an improving retailer environment, albeit somewhat muted by continued weakness in the direct selling channel. We forecast S&P Global Ratings-adjusted EBITDA will increase 20%-25% in 2024, supported by favorable operating leverage, cost savings, and supply chain optimization, which we believe will expand its EBITDA margin by more than 100 bps. "The developing outlook reflects the possibility that we could affirm, raise, or lower the rating on INW within the next year depending on whether the company can successfully turn around the business while generating sufficient cash to meet its debt service requirements." S&P could lower the ratings if it envisions a specific default scenario occurring over the next 12 months. This could happen if: -- S&P expects INW to significantly underperform its forecast, including prospects for meaningfully negative FOCF in fiscals 2024 and 2025. This could lead to a pace of cash burn we would consider unsustainable, causing the company to rely heavily on its DDTL and $115 million ABL facility to fund business operations; or -- S&P believes the company will address its capital structure with a distressed exchange, debt restructuring, or bankruptcy filing. S&P could take a positive rating action if: -- S&P expects meaningful EBITDA growth and positive FOCF on a sustained basis, allowing the company to service its debt without relying on external sources, indicating its turnaround efforts are successful; -- It can address its ABL maturity before it becomes current in March 2025; or -- S&P believed a distressed exchange or restructuring is unlikely. IQOR HOLDINGS: Said to Be Exploring Sale to Help Debt Repayments ---------------------------------------------------------------- iQor Holdings Inc. has been exploring a potential sale to help tackle debt repayments coming due in the next couple of years, Reshmi Basu of Bloomberg News reported, citing people with knowledge of the matter. If a sale doesn't materialize, the company will need to rework its debt obligations, said the people, who asked not to be identified because the discussions are private. Rothschild & Co. has been advising the company for a possible sale, some of the people said. S&P Global Ratings in September slashed its corporate rating to CCC from CCC+, citing refinancing risks tied to upcoming debt maturities. About iQor Holdings iQor Holdings Inc. -- http://www.iqor.com/-- is a managed services provider of customer engagement and technology-enabled BPO solutions. iQor and each of its U.S. subsidiaries have filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-34500) on Sept. 10, 2020, to implement an agreement between a majority of its secured lenders to recapitalize its funded debt. The prepackaged plan was promptly confirmed in October 2020. In the Chapter 11 cases, the Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their legal counsel, Jackson Walker L.L.P. as local counsel, FTI Consulting Inc. as financial advisor, Evercore Group L.L.C. as investment banking advisor, and Omni Agent Solutions as notice and claims agent. * * * In September 2023, S&P Global Ratings lowered its issuer credit rating on iQor Holdings Inc. to 'CCC' from 'CCC+'. S&P also lowered its issue-level rating on its priority exit term loan to 'B-' from 'B' and its issue-level rating on its last-out, first-lien, take-back term loan to 'CCC' from 'CCC+'. Our recovery ratings are unchanged. The negative outlook reflects the liquidity shortfall and refinancing risks iQor faces on its upcoming debt maturities and the high likelihood of lowering S&P's rating on the company if it fails refinance, which would suggest an even greater probability of a distressed restructuring or payment default. IQVIA HOLDINGS: S&P Affirms 'BB+' ICR, Outlook Stable ----------------------------------------------------- S&P Global Ratings affirmed its 'BB+' ratings on U.S.-based clinical research organization (CRO) IQVIA Holdings Inc. and the company's senior unsecured debt. S&P also affirmed its 'BBB-' issue-level rating on its senior secured debt. S&P said, "The stable outlook reflects our expectations that IQVIA will continue to perform well in its research and development and technology analytics segments. Although our base case projections assume leverage will be between 3.5x and 4x over the next two years, our stable outlook also incorporates our belief that the company would be willing to consider acquisitions that could take leverage above 4x." IQVIA Holdings Inc.'s business is characterized by sizable scale (last 12 months' revenue of $15 billion), strong market positions in both its Technology & Analytics Solutions and Research & Development Solutions (R&DS) segments, and high recurring revenue. IQVIA is one of the leading global CROs. It also has a dominant market share in its Technology & Analytics Solutions segment, providing data and analytics to almost every significant pharmaceutical company. This segment provides some revenue stream diversity, and the company uses its data analytics capabilities to improve its delivery of CRO services. Furthermore, about 70% of this segment's revenue is recurring. The company also benefits from favorable industry dynamics. Outsourcing penetration has increased because larger pharmaceutical companies are relying more on third parties for noncore services to improve efficiency, and the number of smaller biotechnology companies, which rely entirely on third-party CROs, has grown. S&P views the environment for pharmaceutical R&D as stable despite a recent weaker biotechnology funding environment and pharmaceutical companies pulling back on discretionary spending. IQVIA has a strong market position in both its Technology & Analytics Solutions and R&DS segments. In the former, it has maintained its position through its global health care market information offerings, including data on over 85% of global pharmaceutical sales. These information services are critical to the pharmaceutical industry because they are used to measure sales and marketing performance and provide data to justify pricing. Nearly every significant pharmaceutical company is a customer. A growing portion of the Technology & Analytics Solutions segment's revenue comes from technology that helps clients analyze large data sets and plan for sales, marketing, and development. In the R&DS segment, IQVIA is among the largest global CROs. S&P said, "We believe its customer base of large pharmaceutical clients provides a stable source of business. Although biotech funding in the public markets has slowed, IQVIA has not reported a material slowdown in its business. We believe a majority of the slowdown in biotech occurred in pre-clinical and phase I while IQVIA primarily focuses on phase II and III trials. We do not anticipate biotech funding volatility will significantly affect the company because just over 10% of its R&D backlog originates from precommercial emerging biotech clients." The company also benefits from good revenue predictability. Its Technology & Analytics Solutions revenue is about 70% recurring, and roughly 80% of its R&DS annual revenue is already booked at the beginning of the year. The $30 billion backlog in R&DS totals more than three times the segment's 2023 revenue, so S&P believes there is a generally predictable revenue base for the next few years. Furthermore, outsourcing penetration and trial complexity are growing, and the R&D spending environment is stabilizing. IQVIA has better product diversity than CRO peers because it offers many services that span development and commercialization. However, IQVIA's services are predominantly provided to the pharmaceutical industry. The company has limited pricing power given the highly competitive CRO market and the potential for insourcing. It also derives its revenue from some large accounts, but no individual customer accounts for more than 10% of revenue. The R&DS segment is exposed to study cancellation risk, which can occur with little notice and result in idle labor costs. S&P said, "We believe no single study generally contributes more than 1%-2% of total revenue in a year. In a sustained downturn, we believe pharmaceutical customers could rationalize their spending, which could lead to slower bookings and increase cancellations. We have seen this trend play out over the past year, with pharmaceutical companies pulling back on discretionary spending, which modestly affected the Technology & Analytics Solutions segment growth." S&P said, "We expect IQVIA will continue to grow over the next 12-24 months. We anticipate organic growth in the mid-single-digit percent area in 2024 as new bookings remain strong, with quarterly bookings above 1.2x for 2023 and at 1.31x for the fourth quarter of 2023 and an R&DS backlog of about $30 billion as of the end of 2023 that will offset some pull back in discretionary spending from its customers, primarily in short-cycle businesses. We expect IQVIA to maintain EBITDA margins of about 23% through 2025. We don't anticipate there will be a noticeable margin decline because of the current trend of big pharma preferring functional service provider (FSP) contracts versus full service, which average a couple hundred basis points lower in margins. This is because we don't expect the percentage of FSP bookings, currently about 20%, will be significantly greater. "Although we expect IQVIA's leverage will be in the high-3x area this year, we also expect the company to be acquisitive. IQVIA's S&P Global Ratings-adjusted leverage has remained stable in the high-3x area since the end of 2021 and is at 3.7x as of Dec. 31, 2023. Our base case assumes about $2 billion in acquisitions and share repurchases in 2024, leading to S&P Global Ratings-adjusted leverage of 3.5x-4.0x in 2024 and 2025. "The company has stated that it was comfortable operating with leverage in the 3.5x-4.0x range, but its calculation of leverage can be about a half a turn lower than our adjusted calculation. The company has been comfortable with higher leverage than it is currently, and we believe that its S&P Global Ratings-adjusted leverage could be above 4x if the right acquisition opportunity presents itself. "We anticipate IQVIA's adjusted free operating cash flow (FOCF) to remain strong in 2024 and support its inorganic growth strategy. We expect FOCF to improve modestly to $1.7 billion-$1.8 billion in 2024 compared with $1.6 billion in 2023, primarily because of modestly improving operations and contributions from recent acquisitions, partially offset by increasing interest expense. We expect the company to use its FOCF to make acquisitions and repurchases shares. We do not expect the company to institute a dividend. "The stable outlook reflects our expectation for revenue and EBITDA growth. We expect IQVIA to allocate capital to share repurchases or acquisitions. Although our base case projections assume leverage will be 3.5x-4x over the next two years, our stable outlook also incorporates our belief that the company would be willing to consider acquisitions that could take leverage above 4x." S&P could lower the rating if: -- S&P believed IQVIA's leverage would remain materially above 5x. -- IQVIA's ratio of free cash flow to debt declined below 7%. -- The company's financial policy eroded, including increased spending on share repurchases or mergers and acquisitions. S&P could raise the rating if it expected IQVIA's S&P Global Ratings-adjusted leverage to remain 3x-4x and the company committed to a long-term leverage target in or below this range. ESG factors have had no material influence on S&P's credit rating analysis of IQVIA. The Inflation Reduction Act could slow R&D spending growth, but with its expectation of increasing outsourcing and trial complexity, as well as IQVIA's leadership position and global reach, S&P continues to expect IQVIA will grow JUMBO SEAFOOD: Monique Almy Named Subchapter V Trustee ------------------------------------------------------ Gerard Vetter, Acting U.S. Trustee for Region 4, appointed Monique Almy, Esq., as Subchapter V trustee for Jumbo Seafood Restaurant, Inc. Ms. Almy, a partner at Crowell & Moring, LLP, will be paid an hourly fee of $800 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Almy declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Monique D. Almy, Esq. Crowell & Moring, LLP 1001 Pennsylvania Avenue, NW Washington, DC 20004 Phone: (202) 624-2935 Email: malmy@crowell.com About Jumbo Seafood Restaurant Jumbo Seafood Restaurant, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.D.C. Case No. 24-00090) on March 27, 2024, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Elizabeth L. Gunn presides over the case. Maurice Belmont VerStandig at The Verstandig Law Firm, LLC represents the Debtor as legal counsel. JUST FLOOR IT!: Taps Darby Law Practice as Bankruptcy Counsel ------------------------------------------------------------- Just Floor It! seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Darby Law Practice, Ltd. as its bankruptcy counsel. The Debtor requires legal counsel to: (a) give advice regarding the rights, powers and duties of the Debtor in the continued operation of its business and management of its properties; (b) take all necessary action to protect and preserve the Debtor's estate; (c) prepare legal papers; (d) attend meetings and negotiations with the Subchapter 5 trustee, representatives of creditors, equity holders or prospective investors or acquirers and other parties in interest; (e) appear before the court, any appellate courts and the Office of the United States Trustee to protect the interests of the Debtor; (f) pursue approval of confirmation of a plan of reorganization and approval of the corresponding solicitation procedures and disclosure statement; and (g) perform all other necessary legal services. The Debtor paid Darby Law Practice a retainer fee in the amount of $15,000. The hourly rate for the firm's professionals is $500. Kevin Darby, Esq., an attorney at Darby Law Practice, 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: Kevin A. Darby, Esq. Darby Law Practice, Ltd. 499 W. Plumb Lane, Suite 202 Reno, NV 89509 Telephone: (775) 322-1237 Facsimile: (775) 996-7290 Email: kevin@darbylawpractice.com About Just Floor It! Just Floor It! filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-50288) on March 26, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Hilary L Barnes presides over the case. Kevin A. Darby, Esq. at Darby Law Practice, Ltd represents the Debtor as counsel. JUST FLOOR IT: Jeanette McPherson Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 17 appointed Jeanette McPherson, Esq., at Fox Rothschild, LLP, as Subchapter V trustee for Just Floor It!. Ms. McPherson will be paid an hourly fee of $625 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. McPherson declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jeanette McPherson, Esq. Fox Rothschild, LLP 1980 Festival Plaza Drive, Suite 700 Las Vegas, NV 89135 Phone: (702) 699-5923 Email: TrusteeJMcPherson@FoxRothschild.com About Just Floor It! Just Floor It! sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-50288) on March 26, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Hilary L. Barnes presides over the case. Kevin A. Darby at Darby Law Practice, Ltd. represents the Debtor as legal counsel. KARBEN4 BREWING: Seeks to Hire Special Litigation Committee ----------------------------------------------------------- Karben4 Brewing, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Special Litigation Committee. The Special Litigation Committee was formed and exists under the auspices of Wis. Stat. Sec. 183.0805 and consists of the following members: a. The Hon. Daniel Moeser, Dane County Circuit Court Judge (Ret.); b. Ronald A. Bero, CPA/ABV, CFF, Senior Director, The BERO Group LLC; c. Mike Engen, Principal, Engen Construction Solutions LLC; and d. Timothy Hansen, Esq., Founder & Partner, Hansen Reynolds LLC. The Committee will render these services: a. investigate the claims asserted in the Derivative Action and determine whether pursuing such action is in the best interests of the Debtor; b. after appropriate investigation, to determine that the claims asserted in the Derivative Action should (i) proceed in this Court or another forum under the control of the plaintiff in the Derivative Action, (ii) proceed in this Court or another forum under the control of the Debtor, (iii) be settled on terms proposed by the Special Litigation Committee, or (iv) be dismissed; and c. upon making such determination, to file a statement and report with this Court supporting the determination. The Committee will be paid at these rates: The Hon. Daniel Moeser $450 per hour Ronald A. Bero $550 per hour Mike Engen $325 per hour Timothy Hansen, Esq. $525 per hour As disclosed in the court filings, each member of the Special Litigation Committee meets the requirements to be employed by the Debtor. About Karben4 Brewing Karben4 Brewing, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 24-10358) on Feb. 26, 2024, with up to $10 million in both assets and liabilities. Zachary Koga, manager, signed the petition. Judge Catherine J. Furay oversees the case. Jerome R. Kerkman, Esq., at Kerkman & Dunn represents the Debtor as legal counsel. KLX ENERGY: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR ------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from positive and affirmed all of its ratings on KLX Energy Services Holdings Inc. (KLXE), including the 'CCC+' issuer credit rating. S&P said, "The stable outlook reflects our expectation for negative free cash flow of about $10 million in 2024 and a recovery to about break-even in 2025 on higher natural gas prices and activity. We also anticipate the company will address upcoming maturities in a timely and favorable manner. "We continue to monitor refinancing efforts as the company has upcoming maturities in about 18 months. As of December 2023, KLXE had $50 million drawn on its $120 million ABL facility due in September 2025, and its $250 million senior secured notes due in November 2025 remained outstanding. Management has stated its intention to refinance these in calendar 2024. We anticipate KLXE will address these maturities in a timely and favorable manner. Unrestricted cash of $113 million bolsters liquidity after KLXE generated about $65 million free cash flow in 2023 and opted to retain cash instead of paying down the ABL. Volatile drilling and completions exposure remains a key driver, at about 75% of revenues, however the company's oil-weighted geographic exposure partially offsets weakness in natural gas prices. In 2024, we expect KLXE's Rockies (31% of revenue) and Southwestern segments (34%) will remain stable while Northeast/Midcontinent (35%) revenue will decline 5%-10% on lower rig counts in gassier plays such as the Haynesville and Marcellus shale. We expect S&P Global Ratings-adjusted EBITDA margin of 13%-14% in 2024 on softer pricing and activity, down slightly from about 16% for 2023, led by its higher-margin Rockies business (25% reported adjusted EBITDA margin) with roughly flat margins expected in the more competitive Permian Basin. We forecast funds from operations (FFO) to debt of 20%-25% and debt to EBITDA of 2.75x-3x over the next two years. "We expect negative free cash flow of about $10 million in 2024 before improving to about break-even in 2025. Capital spending of about $60 million in 2024 (similar to 2023) is partially related to upgrading equipment to fully electric based on customer demand, such as coiled tubing units and its Whisper series for the wireline and snubbing businesses. We then expect free cash flow will improve somewhat in 2025 as higher natural gas prices boost equipment utilization and pricing. We expect capital expenditure will remain largely stable in 2025 amid continued equipment upgrades. "The stable outlook reflects our expectation of a free cash flow deficit of about $10 million in 2024 and that KLXE will recover to about break-even in 2025 on higher natural gas prices and activity. We also anticipate the company will address the upcoming maturities in a timely and favorable manner. We forecast FFO to debt of 20%-25% and debt to EBITDA of 2.75x-3x over the next two years." S&P could lower the rating if: -- The company fails to address its upcoming debt maturities in a timely manner; or -- Liquidity significantly deteriorates. This would most likely occur if crude oil and natural gas prices weaken, substantially reducing demand for services, or the company pursues an aggressive acquisition strategy. S&P could raise the rating if: -- KLXE refinances its upcoming maturities; and -- S&P expects it will generate positive free cash flow on a sustained basis. S&P said, "Environmental factors are a negative consideration in our rating analysis on KLXE due to our expectation that the energy transition will reduce demand for services and equipment as accelerating adoption of renewable energy sources lowers demand for fossil fuels. Additionally, the industry faces an increasingly challenging regulatory environment, both domestically and internationally, that has included limits on fracking activity in certain jurisdictions, as well as the pace of new and existing well permits. This limits demand for services that KLXE provides, which is primarily driven by new drilling and completions work. "We assess KLXE's overall management and governance framework as neutral, which does not affect our ratings." KP2 LLC: Hires Zeitlin Sotheby's International Realty as Broker --------------------------------------------------------------- KP2, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Zeitlin Sotheby's International Realty as broker. The firm's services include: a. reviewing and analyzing all of the Debtor's real estate for the purpose of determining the fair market value of such real estate under various scenarios; b. providing a valuation of the Debtor's real estate; c. developing a marketing plan and budget; d. negotiating and soliciting offers from prospective purchasers and recommending to the Debtor as to the advisability of accepting particular offers; and e. meeting with the Debtor, counsel for the Debtor, and affected secured creditors regarding all of the above. The firm will be paid a commission of 1 percent of the total consideration. Sunshine Weaver, a partner at Zeitlin Sotheby's International Realty, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Sunshine Weaver Zeitlin Sotheby's International Realty 4301 Hillsboro Pike, Suite 100 Nashville, TN 37215 Tel: (615) 383-0183 About KP2, LLC KP2, LLC owns a single-family home located at 821 Dewees Avenue, Nashville, Tenn., valued at $1.7 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-00760) on March 6, 2024, with $1,700,000 in assets and $2,189,367 in liabilities. Elliot J. Parry, partner, signed the petition. Joseph P. Rusnak, Esq,. at Tune, Entrekin & White, P.C. represents the Debtor as legal counsel. LC AHAB US: Moody's Assigns First Time 'B2' Corporate Family Rating ------------------------------------------------------------------- Moody's Ratings assigned a B2 corporate family rating and the B2-PD probability of default rating to LC Ahab US Bidco LLC ("Bidco" or "the company"). The company plans to arrange and assigned B2 ratings to the backed senior secured first lien bank credit facilities that includes a $525 million backed senior secured first lien Term Loan due in 2031 and a $75 million backed senior secured first lien revolving credit facility that will expire in 2029. The rating outlook assigned is stable. These are first-time ratings for Bidco. The term loan proceeds plus a substantial equity contribution will fund the acquisition of river cruise company, AmaWaterways S.C.S. ("Ama") by private equity firm, L Catterton. The acquisition is expected to be completed contemporaneous with the execution of the new credit facility agreement. Ama will be an indirect operating subsidiary of Bidco, an intermediate holding company in the company's corporate structure. RATINGS RATIONALE The B2 corporate family rating reflects Ama's relatively modest size based on revenue and its competitive position in the river cruise industry. Ama is the second largest river cruise operator based on fleet size, behind market leader, Viking River Cruises ("Viking"), which operates 81 river cruise vessels. Ama competes against Viking in the premium segment of the market and against three smaller players in the luxury segment of the river cruise market. Ama's fleet numbers 25 vessels in operation, with two new deliveries entering service in each of 2024 and 2025. In line with the market, a significant majority of the fleet operates in Europe. Moody's expects credit metrics, at least initially, to be stronger than those typically representative of the B2 rating category. Financial leverage (Moody's adjusted debt/EBITDA) at the end of 2024 and 2025 will likely be below 4.5x, supported by the company's expectation for earnings that exceed those achieved in 2019. EBITDA margin and interest coverage will also be higher than the cross-industry medians for the B2 rating category. Nevertheless, Moody's considers that there is potential for leveraging transactions, whether a dividend recapitalization and or one or more debt-funded acquisitions. Leverage of below 4.5x is not typical for private-equity owned companies. Additionally, the private equity ownership and related control of the board of directors which will likely lack independence are governance concerns reflected in the rating. The stable outlook reflects Moody's expectation for breakeven to positive free cash flow generation by 2025 and the cushion in financial leverage and other debt-related credit metrics that the initial capitalization of the company provides. Moody's expects the company to operate with good liquidity and hold at least $20 million of cash on hand. It expects at least breakeven free cash flow for the remainder of 2024 and positive free cash flow in 2025. The $75 million revolver is sufficiently sized for the company's size based on revenue. While not expected, overreliance on the revolver to fund acquisitive growth would weaken the liquidity profile. The one financial covenant -- First Lien Leverage Ratio -- for the revolver, springs when utilization exceeds 40%. Alternate sources are limited as the credit facility is secured by all of the company's assets. COVENANTS Moody's has reviewed the marketing draft terms for the new credit facility. Notable terms include upstream and downstream guarantees from direct and indirect parent holding companies and the majority of operating subsidiaries, which are primarily vessel-owning entities. The typical limitations on guarantees from foreign entities apply. Incremental senior secured debt is permitted (term loans or revolver), on a pari passu basis, if the First Lien Leverage Ratio does not exceed 5.00:1.00. Incremental junior secured debt is permitted in an aggregate amount not to exceed an amount such that the Secured Leverage Ratio exceeds 5.25:1.00 or the Interest Coverage Ratio declines below 1.75:1.00. Unsecured debt is permitted in an aggregate amount not to exceed an amount such that the Total Leverage Ratio exceeds 5.50:1.00 or the Interest Coverage Ratio declines below 1.75:1.00. The terms regarding incremental debt provide for initial capacity of $155 million. Proceeds from Incremental Term Facilities may be used for general corporate purposes which will include restricted payments and restricted debt payments. There are no financial maintenance covenants for the term loan. There will be a maximum First Lien Leverage Ratio of 8.5x for the revolver. Compliance with this covenant springs after more than 40% of the committed amount is drawn. The above are proposed terms. The final terms may be materially different. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company's size based on its fleet and annual revenue materially increases from growth that requires limited amounts of new debt capital. Sustaining Debt/EBITDA near 4x and FFO + interest to interest near 3.5x could support an upgrade. The ratings could be downgraded if the company sustains recurring negative annual free cash flow or if Moody's expects that debt/EBITDA will be sustained near 6.0x and FFO + interest to interest near 3x. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. LC Ahab US Bidco LLC is a new holding company created to facilitate the sale of AmaWaterways S.C.S. to an investment group led by private equity firm L Catterton. AmaWaterways S.C.S., based in Luxembourg, is a leading provider of river cruises, through its operating subsidiary, AmaWaterways LLC, based in Calabasas, California. AmaWaterways began operations in 2002. LMSRQ LLC: Hires Eastdil Secured LLC as Broker ---------------------------------------------- LMSRQ LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Eastdil Secured, LLC as broker. The firm will market and sell the Debtor's 3 building real estate project located at 810-1110 17th Street East in Palmetto, Florida. The firm will be paid a commission of 0.85 percent of the gross sale price of the Property. Kenneth Glomb, a managing director of Eastdil Secured LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kenneth Glomb Eastdil Secured LLC 1170 Peachtree Street, NE, Suite 2200 Atlanta, GA 30309 Tel: (404) 487-1100 About LMSRQ LLC LMSRQ LLC in Palmetto, FL, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Fla.Case No. 24-00987) on February 28, 2024, listing as much as $50 million to $100 million in both assets and liabilities. John A. Folvig, III, as manager, signed the petition. Judge Catherine Peek Mcewen oversees the case. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP serve as the Debtor's legal counsel. LMSRQ LLC: Hires Jones Lang LaSalle Brokerage Inc. as Broker ------------------------------------------------------------ LMSRQ LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Jones Lang LaSalle Brokerage, Inc. as broker The firm will market for lease and sell to potential tenant buyers the Debtor's 3 building real estate project located at 810-1110 17th Street East in Palmetto, Florida. The firm will be paid at these rates: a. if the Debtor enters into a new lease transaction prior to the closing of a sale, JLL will be entitled to a commission ("Leasing Commission") of 4 percent or 6 percent of the aggregate base rent contemplated by such lease, depending on whether or not a cooperating broker is involved; b. if the Debtor sells the Property to Westmount Realty Capital, LLC or its nominee (collectively, "Westmount"), JLL will be entitled to a commission of 0.50 percent of the gross purchase price paid (the "Westmount Sale Commission"), and Eastdil will also be entitled to a commission of 0.85 percent of the gross purchase price paid; c. If the Debtor sells the Property to an entity other than Westmount, JLL will be entitled to a commission of 0.15 percent of the gross purchase price paid (the "Other Sale Commission"), and Eastdil will be entitled to a commission of 0.85 percent of the gross purchase price paid; and d. If the Debtor sells only one building on the property to a tenant buyer, JLL will be entitled to a commission of 2.5 percent to 4.0 percent of the gross purchase price paid, depending on whether a cooperating broker is involved. Peter Cecora, a partner at Jones Lang LaSalle Brokerage, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Peter Cecora Jones Lang LaSalle Brokerage, Inc. 401 Jackson Street Ste. 1100 Tampa, FL 33602 Tel: (813) 830-6535 About LMSRQ LLC LMSRQ LLC in Palmetto, FL, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Fla.Case No. 24-00987) on February 28, 2024, listing as much as $50 million to $100 million in both assets and liabilities. John A. Folvig, III, as manager, signed the petition. Judge Catherine Peek Mcewen oversees the case. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP serve as the Debtor's legal counsel. LOCALOC INC: Seeks to Tap Darby Law Practice as Bankruptcy Counsel ------------------------------------------------------------------ Localoc, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Darby Law Practice, Ltd. as its bankruptcy counsel. The Debtor requires legal counsel to: (a) give advice regarding the rights, powers and duties of the Debtor in the continued operation of its business and management of its properties; (b) take all necessary action to protect and preserve the Debtor's estate; (c) prepare legal papers; (d) attend meetings and negotiations with the Subchapter 5 trustee, representatives of creditors, equity holders or prospective investors or acquirers and other parties in interest; (e) appear before the court, any appellate courts and the Office of the United States Trustee to protect the interests of the Debtor; (f) pursue approval of confirmation of a plan of reorganization and approval of the corresponding solicitation procedures and disclosure statement; and (g) perform all other necessary legal services. The Debtor paid Darby Law Practice a retainer fee in the amount of $6,738. The hourly rate for the firm's professionals is $500. Kevin Darby, Esq., an attorney at Darby Law Practice, 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: Kevin A. Darby, Esq. Darby Law Practice, Ltd. 499 W. Plumb Lane, Suite 202 Reno, NV 89509 Telephone: (775) 322-1237 Facsimile: (775) 996-7290 Email: kevin@darbylawpractice.com About Localoc, Inc. Localoc, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-50287) on March 26, 2024, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Hilary L Barnes presides over the case. Kevin A. Darby, Esq. at Darby Law Practice, Ltd represents the Debtor as counsel. LOVE OUT LOUD: Hires MacPete IP Law as Special Counsel ------------------------------------------------------ LOVE OUT LOUD, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ MacPete IP Law as special counsel. The Debtor needs the firm's legal assistance in connection with a case (Case No. 24DCV344103) pending in the 146th Judicial District Court, Bell County, Texas, styled as Hope Centric, LLC v. Love Out Loud, LLC. The firm will be paid at the rate of $500 per hour. The firm will be paid a retainer in the amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John W. MacPete, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John W. MacPete P.O. Box 224464 Dallas, TX 75222 Tel: (214) 564-5205 Email: imacpete@macpeteiplaw.com About Love Out Loud, LLC Love Out Loud, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 24-60088) on February 19, 2024. The Debtor hires Pakis Giotes Burleson & Deaconson, P.C. as counsel. MacPete IP Law as special counsel. LOVE OUT LOUD: Hires Pakis Giotes Burleson & Deaconson as Counsel ----------------------------------------------------------------- Love Out Loud, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Pakis Giotes Burleson & Deaconson, P.C. as counsel to handle its Chapter 11 case. The firm will be paid at theses rate of Attorneys $450 per hour Associates $225 to 300 per hour Support Staff $130 to 200 per hour The firm received a retainer in the amount of $18,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David C. Alford, Esq., a partner at Pakis Giotes Burleson & Deaconson, 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: David C. Alford, Esq. Pakis Giotes Burleson & Deaconson, P.C. 400 Austin Ave., Suite 400 Waco, TX 76703-0058 Telephone: (254) 297-7300 Facsimile: (254) 297-7301 About Love Out Loud, LLC Love Out Loud, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 24-60088) on February 19, 2024. The Debtor hires Pakis Giotes Burleson & Deaconson, P.C. as counsel. MacPete IP Law as special counsel. LUCKY BUCKS: Chapter 7 Fraud Suit Can Continue in Delaware ---------------------------------------------------------- Vince Sullivan of Law360 reports that a Delaware bankruptcy judge on Wednesday, April 3, 2024, allowed an adversary suit brought by the Chapter 7 trustee for Georgia-based gambling machine company Lucky Bucks Holdings LLC to move forward, saying the court doesn't have enough information about fraud allegations to dismiss the case. About Lucky Bucks Lucky Bucks, LLC -- https://luckybucksga.com/ -- is a digital skill-based COAM operator based in and incorporated under the laws of the State of Georgia in the U.S. Its team has a combined 45 years of experience in the Georgia COAM industry. After reaching a deal for a plan to equitize substantially all of Lucky Bucks' secured debt, Lucky Bucks and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10758) on June 9, 2023. In the petition signed by James Boyden, executive vice president, Lucky Bucks disclosed up to $500 million in assets and up to $1 billion in liabilities. As of the petition date, the Debtors have outstanding funded debt obligations in the aggregate principal amount of $610 million. Judge Karen B. Owens oversees the case. Dennis F. Dunne, Esq., and Tyson Lomazow, Esq., at Milbank LLP; and Russell C. Silberglied, Esq., at Richards, Layton & Finger P.A., serve as the Debtors' legal counsel. Evercore Group L.L.C. is the Debtors' investment banker while M3 Advisory Partners, L.P., is the financial advisor. Epiq Corporate Restructuring, LLC, serves as the Debtors' claims and noticing agent. * * * On July 28, 2023, the Honorable Karen B. Owens, United States Bankruptcy Judge for the District of Delaware, entered the Findings of Fact, Conclusions of Law, and Order Confirming the OpCo Debtors’ Joint Chapter 11 Plan and Approving the Disclosure Statement as it Relates Thereto for Case Nos. 23-10757 and 23-10758, confirming the OpCo Debtors' First Amended Joint Chapter 11 Plan of Lucky Bucks, LLC and Lucky Bucks HoldCo, LLC, dated as of July 22, 2023. Following a hearing on October 23, 2023, the Court entered an order converting the Chapter 11 case of Lucky Bucks Holdings LLC's chapter 11 case to a Chapter 7 liquidation. LYONS COMPANIES: Hires Dentons Bingham Greenebaum as Counsel ------------------------------------------------------------ The Lyons Companies, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Dentons Bingham Greenebaum LLP as its counsel. The firm will render these services: a. advise the Debtor with respect to its rights, duties and powers in this Chapter 11 Case; b. assist and advise the Debtor in its consultations with creditors as well as the Subchapter V Trustee relating to the administration of this Chapter 11 Case; c. assist the Debtor in analyzing the claims of creditors, the Debtor's capital structure, and in negotiating with the holders of claims and, if appropriate, equity interests; d. assist the Debtor's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor and other parties involved with the Debtor and of the operation of the Debtor's business; e. assist the Debtor in its analysis of, and negotiations with third parties concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing transactions and the terms of a plan of reorganization or liquidation for the Debtor; f. represent the Debtor at all hearings and other proceedings; g. review, analyze, and advise the Debtor with respect to applications, orders, statements of operations and schedules filed with the Court; h. assist the Debtor in preparing pleadings and applications as may be necessary in furtherance of the Debtor's interests and objectives; and i. perform such other services as may be required and are deemed to be in the interests of the Debtor in accordance with the Debtor's powers and duties as set forth in the Bankruptcy Code. Dentons intends to charge the Debtor for legal services on an hourly basis and to seek reimbursement of actual expenses. The firm's discounted hourly rates are: April A. Wimberg, Partner $475 $595 James R. Irving, Office Managing Partner $575 $750 Ashley A. Brown, Associate $350 $370 Samantha M. Hayes, Paralegal $150 April A. Wimberg, Esq., a partner at Dentons, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: April A. Wimberg, Esq. James R. Irving, Esq. Ashley A. Brown, Esq. DENTONS BINGHAM GREENEBAUM LLP 3500 PNC Tower, 101 S. Fifth Street Louisville, KY 40202 Telephone: (502) 587-3606 Email: april.wimberg@dentons.com james.irving@dentons.com ashley.brown@dentons.com About Lyons Companies, LLC The Lyons Companies, LLC has been providing advanced custom metal fabrication services and high-quality industrial and appliance products to companies throughout North America. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Kent. Case No. 24-30684) on March 15, 2024. In the petition signed by Steven Huff, CEO and member, the Debtor disclosed up to $50 million in both assets and liabilities. April A. Wimberg, Esq., at DENTONS BINGHAM GREENEBAUM, represents the Debtor as legal counsel. MANCHESTER ST: Taps Jefferson Hanna III as Bankruptcy Counsel ------------------------------------------------------------- Manchester ST, LLC filed an amended applicating seeking approval from the U.S. Bankruptcy Court for the District of Connecticut to hire Jefferson Hanna, III, Esq. as its counsel. The firm will render these services: (a) provide to the debtor-in-possession legal advice with respect to its rights, powers and duties as debtor and debtor-in-possession in the continued operation and management of its business and property; (b) prepare on behalf of the applicant a debtor-in-possession, necessary applications, answers, plans of reorganization, orders, reports, schedules and other legal documents as the case may require; and (c) performing all other legal services for and on behalf of the Debtor as debtor-in-possession which will be necessary or appropriate in the administration of this Chapter 11case. Mr. Hanna will charge $400 per hour for his services. The counsel received a retainer in the amount of $5,000. Mr. Hanna assured the court that he has no interest adverse to the Debtor and debtor-in possession or to the Estate in the matters upon which he is to be engaged. The firm can be reached through: Jefferson Hanna, III, Esq. 484 Main St, Ste 23 Middletown, CT 06457 Phone: (860) 854-3123 About Manchester ST Manchester ST, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Conn. Case No. 24-20185) on March 7, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge James J. Tancredi presides over the case. Jefferson Hanna, III, Esq., represents the Debtor as legal counsel. MARCHEY GROUP: Hires Greenberg Glusker as Bankruptcy Counsel ------------------------------------------------------------ Marchey Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Greenberg Glusker Fields Claman & Machtinger LLP as its general bankruptcy counsel. The firm will render these services: a. advise the Debtor regarding matters of bankruptcy law; b. represent the Debtor in proceedings or hearings in this Court involving matters of bankruptcy law; c. assist the Debtor with negotiation, documentation and any necessary Court approval or transactions disposing of property of the estate; d. advise the Debtor concerning the requirements of the Bankruptcy Code, and federal local rules relating to the administration of this bankruptcy case, and the effect of this case on the operations of the Debtor; e. assist the Debtor in negotiating, obtaining approval of and implementing a sale of assets and/or a chapter 11 subchapter V plan; and f. perform such other legal services related to such other legal matters as may arise in the administration of the Debtor's bankruptcy estate. The current hourly rates for Greenberg Glusker generally range from $400 to $1,650 for attorneys, and from $275 to $450 for paralegals. The current hourly rates for the professionals expected to be most active in this case are as follows: Brian L. Davidoff, Partner $875 Keith Patrick Banner, Partner $700 Cole F. Nicholas, Associate $425 Greenberg Glusker received the following retainer payments totaling $75,000: $10,000 on Feb 16, 2024; $24,000 on Feb 21, 2024; $26,000 on Feb 23, 2024 and $15,000 on Feb 29, 2024. Brian Davidoff, Esq., a partner at Greenberg Glusker, 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 L. Davidoff, Esq. Greenberg Glusker Fields Claman & Machtinger LLP 2049 Century Park East, Suite 2600 Los Angeles, CA 90067 Telephone: (310) 201-7520 Email: BDavidoff@ggfirm.com About Marchey Group, Inc. Marchey Group, Inc. is an appliance, HVAC, plumbing and lawn garden distribution group. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10326) on March 1, 2024. In the petition signed by Maruf Bakhramov, president, the Debtor disclosed $413,735 in assets and $3,007,050 in liabilities. Judge Martin R Barash oversees the case. Keith Patrick Banner, Esq., at Greenberg Glusker Fields Claman & Machtinger, represents the Debtor as legal counsel. MARINUS PHARMACEUTICALS: Responds to Ovid's Patent Challenge ------------------------------------------------------------ Marinus Pharmaceuticals, Inc. affirmed its commitment to defending its patent portfolio amidst an Inter Partes Review (IPR) challenge of U.S. Patent 11,110,100 from Ovid Therapeutics, Inc. filed on March 26, 2024. This challenge relates to a Marinus patent for the use of ganaxolone in treating status epilepticus (SE) and refractory status epilepticus (RSE). Marinus has multiple patents relating to ganaxolone for the treatment of SE and RSE. "Over the past two decades, Marinus has invested more than $100 million into our ganaxolone development programs in SE," stated Dr. Scott Braunstein, Chairman and CEO of Marinus. "That investment has yielded a strong patent portfolio, fortified by robust clinical data on the pharmacology and effective dosing of ganaxolone, and underscores our commitment to improving the lives of patients and families affected by seizure disorders. We believe this Ovid challenge is without merit and is an unfortunate distraction to the important work we do at Marinus. As a company grounded in scientific research, we will vigorously defend our patents which support our mission of delivering innovative new treatment options to patients with significant unmet needs." Between 2021 and 2023, Marinus was granted two method of use patents (U.S. 11,110,100 B2 and U.S. 11,679,117 B2) by the USPTO for intravenous (IV) ganaxolone in the treatment of SE. These patents cover the clinical dosing regimen for SE patients, including those with RSE and super refractory status epilepticus. In Marinus' Phase 2 trial in RSE, treatment with ganaxolone demonstrated rapid cessation of SE and led to the insight that a minimum plasma concentration of ganaxolone that was maintained over a duration of at least eight hours produced sustained resolution of SE even as the rate of infusion was decreased. This effect was not demonstrated with shorter durations at the target concentration or with lower plasma levels. These findings are described in the Marinus '100 Patent and are the basis of the dosing regimen being used in Marinus' Phase 3 trial in RSE, the first randomized, controlled registration trial that has been conducted in this indication. Marinus' first provisional patent application for ganaxolone in SE was filed in February 2015. In August 2016, Ovid filed a provisional patent application on the use of ganaxolone in epileptic disorders, despite having no ganaxolone development programs. In March 2023, Marinus initiated a Patent Trial and Appeal Board (PTAB) post-grant review (PGR) challenging Ovid's SE patent for ganaxolone (U.S. 11,395,817 B2) to invalidate the patent prior to Marinus' potential commercial launch of ganaxolone in SE. Marinus' petition for PGR argues that the claims of the Ovid '817 Patent are invalid and should not have been issued by the USPTO on multiple grounds, including that the claims were anticipated by Marinus' existing patent application filed in February 2015, and that the claims were obvious over the prior art. In response to Marinus' request for PGR, Ovid abandoned 23 of the 31 claims in its patent. The Patent Office subsequently instituted the PGR on the remaining claims. Marinus believes Ovid's swift action in relinquishing the majority of their claims underscores the merits of the PGR challenge. In instituting the PGR, the PTAB stated that it was more likely than not that Marinus would be able to invalidate the remaining eight claims of the Ovid '817 Patent. The PGR process is ongoing, and a final decision is expected by the middle of 2024. About Marinus Pharmaceuticals Radnor, PA-based Marinus Pharmaceuticals, Inc. is a commercial-stage pharmaceutical company dedicated to the development of innovative therapeutics for the treatment of seizure disorders, including rare genetic epilepsies and status epilepticus, which includes the use of ZTALMY (ganaxolone). Philadelphia, PA-based Ernst & Young LLP, the Company's auditor since 2020 issued a "going concern" qualification in its report dated March 5, 2024, citing that has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. MAUSER PACKAGING: Moody's Rates New Term Loan Due 2027 'B2' ----------------------------------------------------------- Moody's Ratings assigned a B2 rating to Mauser Packaging Solutions Holding Company's ("Mauser") proposed backed senior secured term loan B due April 2027. Moody's also assigned a B2 to Mauser's proposed backed senior secured first lien notes due April 2027. The company's B3 corporate family rating, B3-PD probability of default rating and other instrument ratings remain unchanged. The rating outlook remains stable. The proposed term loan and the notes will replace the existing term loan and the notes with the same amount and extend their maturities from August 2026 to April 2027, aligning them to the maturity of the existing senior secured second lien term notes. The issuance of the proposed senior secured term loan is conditioned on a minimum participation of 80% or $2.2 billion of the proposed senior secured first lien notes, into which the existing senior secured first lien notes will be exchanged. "While Mauser's credit metrics weakened in 2023, the company maintained modest positive free cash flow. Moody's expect its credit metrics to improve to some extent during 2024, and that the company will continue to maintain positive free cash flow," said Motoki Yanase, VP - Senior Credit Officer at Moody's. "Extending the maturities of existing debt defers refinancing needs and it is credit positive," added Yanase. RATINGS RATIONALE Mauser's sales declined by over 15% during 2023 while its sales to mostly industrial end users -- such as chemical, paint and petrochemical companies -- fell under a moderating commodity price environment. For 2023, Mauser recorded high leverage of 8x while keeping free cash flow modestly positive. However, the year-on-year decline in quarterly sales has moderated to about 5% for the fourth quarter of 2023 from about 20% in the first and the second quarter. Moody's expects Mauser's sales will return to slight positive growth for the entire 2024 while the company maintains positive free cash flow through the year. Mauser also plans to add up to $100 million of new debt – either as an incremental portion to the proposed senior secured term loan or the proposed first lien notes – to add cash to the balance sheet and supplement its liquidity. This will stretch the company's balance sheet but the change in leverage will be minimal, around 0.1x-0.2x. Mauser's credit strengths include its competitive position and leading share in the relatively consolidated US paints and coatings market. The company has long-standing relationships with customers, including many blue-chip names, which provides some revenue stability. With over $4 billion of revenues in 2023, Mauser has a greater scale and a breadth of product line than many competitors. Mauser's credit weaknesses include high leverage and most of its sales originating from customers in industrial end markets – including chemicals, paints and coatings, and petrochemicals – which tend to have more cyclical demand relative to that of food and household consumer goods. The company has a leading position in paint cans and plastic/steel pails, but it also operates in more competitive and fragmented market for bulk shipping packaging products. Moody's expects Mauser to have good liquidity during 2024 with sufficient availability under its $350 million ABL revolving credit facility and $150 million super-priority cash flow revolver, and the projected small, but positive free cash flow generation. The company's peak working capital period occurs in the first half of the calendar year. The stable outlook reflects Moody's expectation that Mauser's sufficient liquidity and improvement in demand environment will support its credit quality over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if Mauser sustainably improves its credit metrics and maintains good liquidity, with an improvement in the cyclical end markets the company serves and without debt-financed acquisitions or dividends. Specifically, the ratings could be upgraded if debt/EBITDA is sustained below 6x, EBITDA/interest expense is above 3x and free cash flow/debt is above 4% through various phase of the economic cycle. Moody's could downgrade the ratings if the company's key credit metrics weaken from a further decline in end markets beyond Moody's current expectation or from additional debt for acquisitions or shareholder returns. Specifically, the ratings could be downgraded if debt/EBITDA increases above 7x, EBITDA/interest expense falls below 2x or free cash flow turns negative or liquidity deteriorates. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. Headquartered in Oak Brook, Illinois, Mauser Packaging Solutions Holding Company is a manufacturer and distributer of rigid metal, plastic and fiber containers primarily to manufacturers of industrial and consumer products for use as packaging. The company generated about $4.3 billion in revenue for 2023. The company has been owned by Stone Canyon Holding Industries Holding, Inc. since 2016. MAYFLOWER RETIREMENT: Fitch Alters Outlook on 'BB+' IDR to Stable ----------------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating (IDR) at 'BB+' for the Mayflower Retirement Center, Inc. (Mayflower). Fitch has also affirmed the revenue rating on the following Florida Development Finance Corporation bonds issued on behalf of Mayflower at 'BB+'. - $60,135,000 Senior Living Revenue Bonds (The Mayflower Project), Series 2020A; - $53,650,000 Senior Living Revenue Bonds (The Mayflower Retirement Community Project), Series 2021A; The Rating Outlook has been revised to Stable from Negative. Entity/Debt Rating Prior ----------- ------ ----- Mayflower Retirement Center, Inc. (FL) LT IDR BB+ Affirmed BB+ Mayflower Retirement Center, Inc. (FL) /General Revenues/1 LT LT BB+ Affirmed BB+ The Outlook's revision to Stable from Negative reflects the reduced credit risk for the Mayflower's rating with the paydown of $26.4 million of temporary debt associated with Bristol Landing, a 50-unit independent living (IL) expansion, and the Mayflower's measurable recovery from the effects of Hurricane Ian, with all affected units back in service. The affirmation also reflects the good demand for services at the Mayflower and an adequate financial profile for the rating level. In Fitch's last review, the Mayflower was recovering from the damage caused by Hurricane Ian, in September 2022. The damage was mostly to the electrical components in the Mayflower's main IL building. The Bristol Landing construction and the IL villas on the Mayflower campus sustained minimal damage. The largest disruption was the evacuation of all residents from the main IL building for just over two months. Mayflower residents were temporarily relocated to other parts of the campus, placed with family members in the community, or were housed at a local hotel. Residents returned to the campus in January 2023. The Mayflower continued to provide services across the continuum of care and continued to collect revenue but had some loss of revenue and additional expenses that weakened its financial performance in 2022 and 2023. Currently, repairs need to be finished on two elevators and the relocation of the electrical components to the first floor still needs to be completed. The Mayflower has filed an insurance claim and applied for FEMA funding, but has yet to receive any funds. The Mayflower is seeking about $7 million in reimbursed expenses. Despite the challenges of Hurricane Ian, Bristol Landing was finished and filled enough IL units to enable the Mayflower to pay down all the project's short-term debt in 2023, ahead of schedule. Fitch's forward-looking scenario analysis shows the Mayflower's financial profile improving over the next few years as operations benefit from the additional revenue from the Bristol Landing units and management focuses on rebuilding occupancy in its main IL building. No insurance or FEMA funds are factored into the forward look. SECURITY The bonds are secured by a gross revenue pledge of the obligated group and a mortgage on certain property. A fully funded debt service reserve fund provides additional bondholder security. KEY RATING DRIVERS Revenue Defensibility - 'bbb' Good Market Position in Competitive Service Area The midrange revenue defensibility reflects Mayflower's market position as a single site, life plan community (LPC) operating in a competitive service area, which includes Winter Park and the great Orlando area, with numerous competitors, both from full continuum of care providers and providers who offer select continuum of care services, such as standalone assisted living (AL) providers. The competitive service area is balanced by a steady demand for services at the Mayflower, its good reputation in the community (reputation was a main deciding factor for why Bristol Landing depositors chose the Mayflower), a demographically strong service area with good growth and wealth indicators, and pricing consistent with area housing prices and resident wealth. Management reports that it is focused on rebuilding the IL occupancy in the main building, with the Bristol Landing project largely completed. Some of the occupancy challenges are related to a wave of transfers in 2023, related to the opening of the new memory care unit and the AL and skilled nursing fully back on line after the Bristol Landing project and Hurricane Ian. Fitch believes IL will rebuild given the steady demand at the Mayflower, as reflected in a good year for IL sales. IL occupancy was at 74% at YE 2023. AL, memory care, and skilled nursing occupancies at YE 2023 were 93%, 61%, and 95%, respectively. Operating Risk - 'bbb' Operating Profile Expected to Improve Post-Project Fitch's midrange operating risk assessment is largely due to Mayflower's historical operating performance, with metrics consistent with the midrange assessment, given Mayflower's Type 'A' contract, and capital metrics that, while currently elevated, are expected to moderate over time. Over that last five years, Mayflower's operating ratio averaged 103% and its net operating margin - adjusted (NOMA) averaged 19.2%. Unaudited 2023 results show the operating ratio weakening to 114.3%, driven by the lost revenue early in 2023 caused by the hurricane and the inflationary and staffing challenges being felt in the sector. The Mayflower had an adequate year for net entrance fee receipts at $3.6 million, which lowered the NOMA to 16.1 % (it was 22.1%. in 2022). Fitch expects operations in 2024 to begin to improve as the full revenue from the stabilized Bristol Landing units positively affect Mayflower's financial performance, occupancy in its main IL building rebuilds, and AL and skilled nursing occupancies also improve. With the major campus repositioning project nearing completion, Mayflower's capital needs are expected to remain manageable and capex spending is expected to be below depreciation. Capital metrics, which are currently stressed, will begin to improve, as the short-term debt is paid down and the Bristol Landing units support good revenue growth. Financial Profile - 'bb' Financial Profile Resilient Through A Moderate Stress Given Fitch's midrange assessments of Mayflower's revenue defensibility and operating risk, Fitch expects Mayflower's key leverage metrics to remain consistent with the rating level through a moderate stress. At YE 2023, Mayflower had approximately $30 million of unrestricted cash and investments and 353 days cash on hand (DCOH), as calculated by Fitch. Maximum annual service (MADS) coverage of $7.3 million, which won't be tested until 2025, was thin at 1.1x (as calculated by Fitch), but is expected to improve with a full year of stabilized occupancy for Bristol Landing. Coverage of actual debt service was good at 1.9x (as calculated by Fitch). Fitch's baseline scenario is a reasonable forward look of financial performance over the next five years given current economic expectations. Fitch assumes an economic stress (to reflect financial market volatility), which is specific to Mayflower's asset allocation. The forward look shows the Mayflowers operating ratios improving through the base case, driven by the occupancy in the Bristol Landing expansion project reaching stabilization. Capital spending is expected to be below depreciation given the limited capital needs after Bristol Landing. Key base case leverage metrics remain consistent with the 'bb' financial profile. DCOH remains well above 200 days, which is neutral to the rating outcome. Asymmetric Additional Risk Considerations No asymmetric risks informed the rating assessment outcomes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weakening in the financial profile such that cash-to-adjusted debt is expected to stabilize below 30%; - Weaker than expected cash flow such that debt service coverage is consistently below 1.4x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Longer term, post-project stabilization, an improved financial profile such that cash-to-adjusted debt stabilizes above 50% and MADS coverage is consistently above 1.7x. PROFILE Mayflower is a type-A LPC located on approximately 30 acres in Winter Park, Florida. The campus currently consists of 296 IL units (28 villas, the 50 Bristol Landing units, and 218 apartments), 31 AL units (all private), 24 memory support units (all private), and 60 private skilled nursing beds. Mayflower generated $34.2 million in total operating revenue in the FYE Dec. 31, 2023 (unaudited). Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. MCA NAPLES: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: MCA Naples, LLC 8800 Village Drive Suite 106 San Antonio, TX 78217 Business Description: MCA Naples is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: April 3, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-00458 Judge: Hon. Caryl E. Delano Debtor's Counsel: Luis E. Rivera II, Esq. GRAYROBINSON, P.A. 1404 Dean Street Suite 300 Fort Myers, FL 33901 Tel: 239-254-8460 E-mail: luis.rivera@gray-robinson.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by B.J. Parrish as chief operating officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KMNPXYY/MCA_Naples_LLC__flmbke-24-00458__0001.0.pdf?mcid=tGE4TAMA MEDTRULY INC: Seeks Approval to Hire Hahn Fife & Co as Accountant ----------------------------------------------------------------- Medtruly Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Hahn Fife & Co., LLP as accountant. The firm will provide these services: a. provide financial advisory and accounting services to the bankruptcy estate that include assistance with the preparation of Monthly Operating Reports; b. assist with the preparation of cash flows and projections; c. assist with the formulation, preparation and confirmation of a Plan of Reorganization; d. review of financial documents; e. prepare estate tax returns and any other reasonable duties as necessary or appropriate. The firm will be paid at these rates: Partners $510 per hour Staffs $80 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald Fife, a partner at Hahn Fife & Company, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Donald T. Fife, CPA Hahn Fife & Company, LLP 790 E. Colorado Blvd. 9th Floor Pasadena, CA 91101 Tel: (626) 796-9123 Email: dhahn@hahnfife.com About MedTruly Inc. MedTruly, Inc. provides a blend of in-person and virtual care aiming to reduce hospital and urgent care visits. It is based in Sunnyvale, Calif. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-51507) on December 27, 2023, with $36,136 in assets and $6,823,740 in liabilities. Russell Anas, chief executive officer and president, signed the petition. Jeffrey I. Golden, Esq., at Golden Goodrich, LLP represents the Debtor as legal counsel. METROPOLITAN THEATRES: Hires Loeb & Loeb as Bankruptcy Counsel -------------------------------------------------------------- Metropolitan Theatres Corporation seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Loeb & Loeb LLP as its counsel. a. advise the Debtor of its rights, powers, and duties as debtor and debtor in possession while operating and managing its business under Chapter 11 Subchapter V of the Bankruptcy Code; b. prepare and assist the Debtor in the preparation of reports, applications, pleadings, and orders including, but not limited to, First Day Motions and Orders, applications to employ professionals, interim statements and operating reports, initial filing requirements, schedules and statements of financial affairs, lease pleadings, financing pleadings, and pleadings with respect to the Debtor's use, sale, or lease of property outside the ordinary course of business; c. advise the Debtor concerning, and prepare responses to, applications, motions, other pleadings, notices, and other papers that may be filed by other parties in this bankruptcy case; d. advise the Debtor with respect to certain rights and remedies of the bankruptcy estate and rights, claims, and interests of creditors; e. advise the Debtor regarding actions to collect and recover property for the benefit of its estate; f. advise the Debtor concerning executory contract and unexpired lease assumptions and assignments, and rejections; g. assist the Debtor in reviewing, estimating, and resolving claims asserted against the Debtor's estate; h. assist the Debtor in complying with applicable laws and governmental regulations; i. represent the Debtor in any proceeding or hearing in the Bankruptcy Court involving the estate unless the Debtor is represented in such proceeding by other or special counsel; j. represent and advise the Debtor at the 341(a) meeting of creditors; k. commence and conduct litigation necessary or appropriate to assert rights held by the Debtor, protect assets of the Debtor's bankruptcy estate, or otherwise further the goals of the Debtor in this bankruptcy case; l. prepare and prosecute on behalf of the Debtor a Chapter 11 plan; and m. provide any other services to the extent requested by the Debtor. The firm will be paid at these hourly rates: Lance N. Jurich, Partner $1,000 Vadim J. Rubinstein, Partner $1,000 Guy Macarol, Associate $650 Fiona McKeown, Paralegal $450 The Debtor provided Loeb with two separate retainer payments of $50,000, totaling $100,000. Loeb & Loeb is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm may be reached through: Lance N. Jurich, Esq. Loeb & Loeb LLP 10100 Santa Monica Boulevard, Suite 2200 Los Angeles, CA 90067 Telephone: (310) 282-2000 Facsimile: (310) 282-2200 About Metropolitan Theatres Corporation Metropolitan Theatres Corporation, a fourth-generation family-owned theatre circuit launched in 1923, provides a movie-going experience with a growing number of plush luxury recliner auditoriums and expanded food and beverage offerings. Metropolitan currently operates a diverse collection of historic properties and state-of-the-art multiplexes among its 17 theatres and 94 screens in California, Colorado, Idaho and Utah. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11569) on February 29, 2024. In the petition signed by David Corwin, president, the Debtor disclosed $26,569,833 in assets and $25,243,105 in liabilities. Judge Barry Russell oversees the case. Lance N. Jurich, Esq., at LOEB & LOEB LLP, represents the Debtor as legal counsel. KGI ADVISORS serves as the Debtor's financial consultant. METROPOLITAN THEATRES: Taps Donlin as Claims and Noticing Agent --------------------------------------------------------------- Metropolitan Theatres Corporation seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Donlin, Recano & Company, Inc. as their claims, noticing, and solicitation agent. Donlin will oversee the distribution of notices and will assist in the maintenance, processing, and docketing of proofs of claim filed in the Chapter 11 cases of the Debtors. The hourly rates of Donlin's professionals are as follows: Senior Bankruptcy Consultant $167 - $203 Case Manager $153 - $167 Consultant/Analyst $126 - $149 Technology/Programming Consultant $86 - $122 Clerical $40 - $50 The retainer is $7,500. Lisa Terry, Esq., a senior legal director at Donlin, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lisa C. Terry, Esq. Donlin, Recano & Company Inc. 48 Wall Street, 22nd Floor New York, NY 10005. Telephone: (212) 771-1126 Email: Alogan@DoblinRecano.com About Metropolitan Theatres Corporation Metropolitan Theatres Corporation, a fourth-generation family-owned theatre circuit launched in 1923, provides a movie-going experience with a growing number of plush luxury recliner auditoriums and expanded food and beverage offerings. Metropolitan currently operates a diverse collection of historic properties and state-of-the-art multiplexes among its 17 theatres and 94 screens in California, Colorado, Idaho and Utah. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11569) on February 29, 2024. In the petition signed by David Corwin, president, the Debtor disclosed $26,569,833 in assets and $25,243,105 in liabilities. Judge Barry Russell oversees the case. Lance N. Jurich, Esq., at LOEB & LOEB LLP, represents the Debtor as legal counsel. KGI ADVISORS serves as the Debtor's financial consultant. MILLENKAMP CATTLE: Hits Chapter 11 Bankruptcy to Restructure Debt ----------------------------------------------------------------- Jonathan Randles of Bloomberg News reports that Millenkamp Cattle Inc., part of a family-owned agriculture business that can produce more than 1 million pounds of milk per day, has filed for bankruptcy with plans to restructure existing debt. The cattle operation and its corporate affiliates filed Chapter 11 bankruptcy on Tuesday, April 2, 2024, in Idaho. A Millenkamp corporate affiliate listed on its Chapter 11 petition assets of between $500 million and $1 billion and liabilities of between $100 million and $500 million. Matthew Christensen, Millenkamp's bankruptcy attorney, said the company intends to use bankruptcy to reorganize its existing secured debt and obtain Chapter 11 financing. About Millenkamp Cattle Millenkamp Cattle Inc., part of a family-owned agriculture business that can produce more than 1 million pounds of milk per day. Millenkamp Cattle Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Idaho Case No. 24-40158) on April 2, 2024. In the petition filed by William J. Millenkamp, as manager, the Debtor estimated assets between $10 million and $50 million and estimated liabilities between $500 million and $1 billion. The Honorable Bankruptcy Judge Noah G Hillen oversees the case. The Debtor is represented by: Matthew T. Christensen Johnson May, PLLC 471 N 300 Rd W Jerome, ID 8333 MIR SCIENTIFIC: Hires Applied Business Strategy to Provide CRO -------------------------------------------------------------- miR Scientific, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Applied Business Strategy, LLC to provide a chief restructuring officer and designate Dean Vomero, its founding member and managing director, as CRO. The firm will render these services: (a) prepare short-term liquidity projections, including 13-week cash flows; (b) oversee the preparation of 2023 and 2024 financial information; (c) assist with or lead negotiations with creditors; (d) prepare information and analysis required for any restructuring, including court required reporting; and (e) attend court hearings, provide testimony, formulate Chapter 11 plan, and prepare court required reporting; and (f) assist in the marketing of the Company's assets. The hourly rates of the firm's professionals are as follows: Dean Vomero $400 Additional Personnel $325 In addition, the firm will seek reimbursement for all reasonable out-of-pocket expenses incurred. Prior to the petition date, the Debtors paid the firm a retainer of $50,000. Mr. Vomero disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Dean Vomero Applied Business Strategy, LLC 1100 Superior Avenue E., Suite 1750 Cleveland, OH 44114 Telephone: (216) 239-1815 About miR Scientific, LLC miR Scientific, LLC is a precision healthcare company committed to improving public health by transforming cancer management globally. The Company's proprietary miR Disease Management Platform was developed to revolutionize the standard of value-based care for cancers and initially focuses on urological cancers. miR Scientific, LLC and affiliate Huminn LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-12769) on March 15, 2024. In the petition signed by CEO Sam Salman, miR disclosed up to $10 million in assets and $50 million in liabilities. Judge Christine M. Gravelle oversees the case. Erin J. Kennedy, Esq., at Forman Holt, represents the Debtor as legal counsel. MODENA BUYER:S&P Assigns 'B' CCR on Acquisition By Kohlberg Kravis ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' corporate credit rating to Modena Buyer LLC, as well as a 'B' issue-level rating with a '3' recovery rating to the first-lien credit facilities. The outlook is stable, reflecting S&P's view that it expects End User Computing Division's (EUC) leverage will decrease to under 7x as transitory costs roll off within 12-24 months post transaction close. Affiliates of Kohlberg Kravis Roberts & Co. Inc. (KKR) has entered into definitive agreement with Broadcom Inc. to acquire the EUC formerly of VMware LLC in an all-cash carve-out transaction for approximately $3.8 billion. The EUC business will operate on a stand-alone basis under Modena Buyer LLC, a holding company. This transaction will be partially funded with about $2.9 billion of new credit facilities, consisting of $260 million first-lien revolving credit facility and $2.6 billion first-lien term loan. We expect the revolver to be undrawn at transaction close. Recurring revenues, well-diversified and entrenched customer base, and good net retention rate should support EUC's stable performance as a stand-alone entity. EUC operates in two major product segments: virtualized desktop infrastructure (VDI--under the brand name, Horizon) and unified endpoint management (UEM--under the brand name, Workspace One). These core offerings are well established, mature, and typically deeply entrenched in customers information technology (IT) operations and infrastructure, which provides support for relatively stable operating performance through the potential disruption of a spinoff. Over 80% of EUC's current annual recurring revenue (ARR) is coming from its enterprise customer base, where average relationship tenure is about 10 years. Furthermore, the company has largely completed its transition to a subscription revenue model, which drives favorable working capital dynamics and offers additional visibility into performance. S&P expects EUC's recurring revenue mix will continue to improve to mid-90% from the current level, as the company closes out its subscription revenue model transition over the next 12 months. While a stand-alone EUC will face fierce competition from players with greater scale and broader adjacent product offerings (such as Cloud Software Group Inc., Microsoft Corp., and International Business Machines Corp.), we believe that a more focused go-to-market strategy and independence from VMWare's more datacenter-oriented sales team may enable EUC to accelerate sales growth. S&P said, "While we view any segment carve-out transaction as presenting the potential for business disruption, EUC's relatively stand-alone operations within VMWare should constrain the risk of major missteps. Although the EUC business has been a part of VMware (now owned by Broadcom) for over 10 years, it began operating on a more relatively independent basis and preparing for separation since Broadcom announced its agreement to acquire VMware in early 2022. While the carve-out transaction will require EUC to invest in additional headcounts to support some research and development (R&D), more importantly, sales and marketing (S&M) and corporate overhead (G&A) functions that were previously provided or shared with VMware, majority of current core R&D and S&M employees are dedicated to EUC's operation only and will continue to stay with the company, including the management team with over 10 years tenure at EUC. "While we note that the carve-out process could induce potential customers and go-to-market disruption, we believe any impact on customer churn during this transition will likely be limited. While some of EUC's current customers are under broader contracts with VMware, these contracts are structured in a transparent and granular fashion that allows EUC to recognize revenue without ambiguity and should not cause any material customer disruption as the company sets out to renew stand-alone contracts with existing customers. Net retention rate has been consistent at over 100% for the last several years. "Cash outflows from carve-out and restructuring costs and restricted stock unit (RSU) payment will constrain EBITDA margin and limit cash flow generation over the next 12 months. While we think EUC could post above average EBITDA margins once fully separated and operating on a run-rate basis, restructuring and other separation-related costs will constrain margins immediately post close. Of particular note are about $110 million payment related to employee RSU previously awarded that will constrain EBITDA margin and cash flow generation over the next 12 months post transaction close. S&P Global Ratings treats RSU cash outlays as an operating expense that will burden adjusted EBITDA. "Excluding the RSU payment, we would expect EUC being able to decrease gross adjusted leverage to under 7x within 24 months of transaction close based on margin expansion through synergy realization, one-time costs rolling off, and modest revenue growth. We estimate that EBITDA margins for fiscal 2025 will be at below average level, incorporating our estimate of carve-out related costs and the RSU payment. As these one-time expenses begin to lapse, EUC will likely see a rapid EBITDA margin expansion and start generating more significant free cash flow in fiscal 2026. "While the company lacks a track-record of operating as a stand-alone entity and reporting financials and we typically see volatility in credit metrics during these transitions, we believe the company would have ample liquidity to manage through the process, with about $275 million pro forma cash balance and $260 million availability under its revolver at transaction close. "The stable outlook reflects our view that while EUC's leverage will be high in the first 12 months post transaction close due to transitory costs, we expect its leverage will be reduced to under 7x as those one-time expenses roll off. "Governance factors are a moderately negative consideration in our credit rating analysis of EUC as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns." Environmental and Social factors are neutral to our analysis of EUC. MODENA INTERMEDIATE: Moody's Assigns First Time 'B2' CFR -------------------------------------------------------- Moody's Ratings assigned a first time B2 corporate family rating and B2-PD probability of default rating to Modena Intermediate LLC (dba End User Computing). Moody's also assigned a B2 rating to the Modena Buyer LLC's (a debt issuing subsidiary of End User Computing) proposed $2.6 billion senior secured first lien term loan and $260 million senior secured first lien revolving credit facility. The outlook assigned for both issuers is stable. Net proceeds from the new $2.6 billion term loan will be used in conjunction with new cash equity to support KKR & Co. Inc's (KKR) acquisition of End User Computing (EUC) and add more than $250 million cash to the balance sheet. Moody's expects EUC's debt to EBITDA leverage to be around 6x (Moody's adjusted, excluding pro forma cost savings) at the close of the transaction. RATINGS RATIONALE The B2 CFR reflects EUC's high leverage at closing and the execution risks associated with the carve out nature of the transaction. EUC competes with larger companies operating in the Virtual Desktop Infrastructure and Unified Endpoint Management markets including Citrix and Microsoft. EUC has a limited track record of operating as an independent entity which creates some executional uncertainty going forward. However, these risks are partially mitigated by UEM's leading market position and sustained product development initiatives which has resulted in increasing market share. Carve out risks are mitigated by the relatively standalone structure that existed prior to the sale of the business. The company's leverage (Moody's adjusted) is expected to be around 6x (excluding pro forma cost savings). Moody's expects the leverage to decrease to about 5x over the next 12-18 months underpinned by low to mid single digit percent revenue growth and realized benefits from actioned cost savings. EUC benefits from a highly recurring revenue base with approximately 90% of the company's revenue considered to be recurring, increasing from roughly 76% in fiscal year 2021. The company has experienced roughly flat organic growth since fiscal year 2022 as it focused on shifting its offerings from on-premise to subscription. This transition over the long term will allow EUC greater visibility into future revenue and cash flows due to the recurring nature of the business model. Moody's expects EUC's installed customer base of 25,000, including 2,100 enterprise customers, across diversified end markets to provide revenue stability and provide some downside protection during market downturns. Moody's views EUC's liquidity as good supported by the expected closing cash of more than $250 million and an undrawn $260 million revolving credit facility. EUC's low capital expenditure requirements and strong EBITDA margins will support solid free cash flow generation going forward. Excluding one-time and transaction costs, Moody's expects EUC to generate FCF/debt of around 8% over the next 12-18 months. Given the strong free cash flow generation, EUC's revolver will likely remain undrawn. The revolver contains a 8.4x first lien net leverage covenant, springing at 40% utilization. Moody's do not expect this financial covenant will impede access to the revolver over the next 12-18 months. Governance considerations were a driver of the rating assignments and reflect controlled ownership by the financial sponsor without an independent board. EUC may pursue leveraging shareholder return transactions and debt financed acquisitions. Social risks include dependence on highly skilled technology talent and risk of reputational harm from cybersecurity breaches and data privacy concerns. The stable outlook reflects Moody's expectation of low to mid-single digit percentage revenue growth and improving EBITDA margins over the next 12-18 months. Moody's expects that leverage will decrease to about 5x over the outlook period. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if Moody's expects EUC's performance to deteriorate, leverage exceeds 6.5x, or free cash flow to debt remains below 5% on other than a temporary basis. EUC's ratings could be upgraded if the company demonstrates disciplined financial policies, sustains leverage below 4.5x, and generates free cash flow to debt approaching 10%. STRUCTURAL CONSIDERATIONS The individual debt instrument ratings considered the probability of default and the loss given default of the instruments. The B2 rating of the Senior Secured First Lien Term Loan and Revolver, which includes a first priority lien on all assets, reflects the loss absorption cushion of unsecured liabilities. The Term Loan and Revolver also benefit from upstream guarantees of wholly-owned material domestic subsidiaries and downstream guarantees from the parent. As the first lien debt instruments represents a single class of debt, the debt rating is consistent with the B2 CFR. Marketing terms for the new credit facilities (final terms may differ materially) include the following: Incremental pari passu debt capacity up to the greater of $553 million and 100% of LTM EBITDA, plus unlimited amounts subject to 4.7x first lien net leverage ratio. There is an inside maturity sublimit up to the greater of $1,106 million and 200% of LTM EBITDA, along with incremental term facilities incurred in connection with a permitted acquisition or investment. Incremental equivalent debt up to the greater of $1,106 million and 200% of LTM EBITDA may benefit from collateral or guarantee support which do not support the term loans. There are no "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries. There are no express protective provisions prohibiting an up-tiering transaction. Retained asset sale proceeds in an amount up to the greater of $553 million and 100% of LTM EBITDA may be used to make restricted payments and/or be reinvested. End User Computing provides a leading suite of digital workspace solutions that allow organizations to securely deliver and manage applications, desktops and data across any device or platform. The company's products include Horizon, a leading desktop and application Virtualization platform, and Workspace ONE, a Unified Endpoint Management ("UEM") platform for the enterprise. The company is owned by affiliates of investment management firm KKR & Co., Inc. The principal methodology used in these ratings was Software published in June 2022. MODIVCARE INC: Moody's Lowers CFR to 'B3', Outlook Stable --------------------------------------------------------- Moody's Ratings downgraded ModivCare Inc.'s ratings, including the Corporate Family Rating to B3 from B2, the Probability of Default Rating to B3-PD from B2-PD, and the ratings on the senior unsecured notes to Caa1 from B3. The company's Speculative Grade Liquidity ("SGL") Rating is unchanged at SGL-3. The outlook remains stable. The ratings downgrade reflects Moody's expectation that the company's liquidity will remain constrained as cash flows continue to be negatively impacted by ongoing working capital pressure tied to contract payables and receivables in the Non-Emergency Medical Transportation (NEMT) business, delayed payments from a managed care client, and ongoing restructuring charges. ModivCare's revolver availability has been reduced due to its revolver draw in 2023 as well as minimum liquidity requirements put in place with the recently amended credit agreement. Moody's expects cash flows to be slightly positive in 2024, but with continued quarterly volatility, as working capital pressures moderate and restructuring charges decline. Moody's expects the eventual refinancing of the 2025 notes to be a headwind to cash flow generation as new debt likely comes on at significantly higher rates. The ratings downgrade also reflects increased leverage over the last year with debt to EBITDA at 5.7x at December 31, 2023, up from 4.6x a year ago. Moody's expects leverage to remain elevated over the next 12 to 18 months reflecting ongoing EBITDA pressure from Medicaid redeterminations and recent contract losses which Moody's expects to be largely offset by a ramping of new business secured in 2023 and cost savings. RATINGS RATIONALE ModivCare's B3 rating is constrained by the company's high leverage, with Moody's expectation that debt/EBITDA will remain above 5.5 times over the next 12-18 months, and adequate liquidity. The rating is also constrained by the company's high reliance on Medicaid funding, comprising more than 80% of total revenues, and the risk that state or federal policy changes or budget constraints will pressure demand or pricing. Membership count in ModivCare's NEMT business has come under pressure as a result of the Medicaid redetermination process which Moody's expects to continue through 2024. The NEMT business is subject to margin variability based on utilization of services and transportation rates. Vulnerability to wage pressures, high employee turnover and a lack of meaningful barriers to entry for the non-emergency transportation and personal care services also constrain the rating. The rating is supported by the company's good scale with annual revenues of approximately $2.8 billion, and leading market positions in both NEMT and home services. Moody's expects the personal care segment will benefit from favorable industry dynamics, including an aging population and a general shift towards home-based care to gain cost efficiencies and provide a better patient environment. The outlook is stable. Moody's expects that leverage will remain relatively stable over the next 12-18 months and liquidity will modestly improve, evidenced by a return to slightly positive free cash flow. ModivCare's SGL-3 Speculative Grade Liquidity Rating reflects Moody's view that liquidity will remain adequate over the next 12-18 months. As of December 31, 2023, the company's cash balance was $2 million. Moody's expects free cash flow to be slightly positive in 2024, although negative in the first half of 2024, before ramping higher in 2025. Moody's expects both years to benefit from an easing of working capital pressure tied to accrued contract payables and receivables in the NEMT segment. Moody's also expects significantly lower restructuring costs to be a tailwind in 2024. The company had $114 million drawn, and $40 million of letters of credit outstanding, on its $325 million revolving credit facility at December 31, 2023. Pro forma the amended credit agreement, Moody's estimates ModivCare had approximately $110 million of availability at December 31, 2023, after adjusting for the quarterly minimum liquidity requirement of $100 million as defined under the 2nd amendment of the credit agreement. However, ModivCare had intra-quarter availability of approximately $170 million as the minimum liquidity requirement is determined on the last day of each fiscal quarter. ModivCare's secured revolver is also subject to maximum total net leverage and minimum interest coverage covenants which will have moderate headroom following the 2nd amendment that eased the max net leverage covenant in February 2024. Finally, the company has a 43.6% minority equity interest in Matrix Medical Network. Moody's believes that ModivCare's stake in the asset represents significant value, should the company decide to monetize it. The Caa1 rating on the senior unsecured notes reflects their structural subordination to the secured debt in the company's capital structure, comprised of a $325 million (unrated) revolving credit facility. ESG CONSIDERATIONS ModivCare's CIS-4 indicates the rating is lower than it would have been if ESG risk exposure did not exist. ModivCare has exposure to both social risks (S-5) and governance considerations (G-4). The social risks stem from demographic and societal trends, driven by the company's high reliance on government payors that may be subject to longer-term budgetary pressure. ModivCare's exposure to governance risks is primarily driven by its financial policies, including the company's growth strategy, which have contributed to the company's high leverage and weakened liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if ModivCare demonstrates improved liquidity, including a record of consistently strong positive free cash flow. Ratings could also be upgraded if ModivCare demonstrates commitment to conservative financial policies evidenced by debt/EBITDA sustained below 5.5x and improved quality of earnings. ModivCare's ratings could be downgraded if liquidity deteriorates, evidenced by sustained negative free cash flow or a significant reduction in revolver availability. The ratings could also be downgraded if operational performance deteriorates or the company experiences significant profit margin pressure. Headquartered in Denver, ModivCare is the nation's largest provider of non-emergency medical transportation programs for state governments and managed care organizations. Within its personal care segment, the company is a leading provider of non-clinical home care services to Medicaid patient populations, including seniors and disabled adults in need of care monitoring and assistance performing activities of daily living. Modivcare also provides emergency response systems, vitals monitoring and medication management. ModivCare generated pro forma revenues of approximately $2.8 billion in 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. MOLEKULE INC: Creditor Penalized for Skipping Chapter 11 Discovery ------------------------------------------------------------------ David Minsky of Law360 reports that a Florida bankruptcy judge on Wednesday penalized an Israeli creditor pursuing a roughly $13 million Chapter 11 claim against a California-based air purifier maker, Molekule Inc., finding the conflict between Israel and Hamas is not a valid excuse for repeatedly missing discovery deadlines. About Molekule Inc. Molekule is a manufacturer of air purifiers based in Palm Beach Gardens, Fla. Molekule Inc. and affiliate, Molekule Group, Inc., filed Chapter 11 petitions (Bankr. S.D. Fla. Lead Case No. 23-18093) on Oct. 3, 2023. In the petition signed by CFO Ryan Tyler, Molekule Inc. disclosed $11,592,471 in assets and $46,952,909 in liabilities. Judge Mindy A. Mora oversees the cases. Bradley S. Shraiberg, Esq., at Shraiberg Page, PA, is the Debtors' legal counsel. MOUNT HERMON: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Mount Hermon A.M.E. Church of Miami Gardens, Florida Inc., according to court dockets. About Mount Hermon A.M.E. Church of Miami Gardens Mount Hermon A.M.E. Church of Miami Gardens, Florida Inc., formerly doing business as Mount Hermon A.M.E. Church of Opa Locka, Florida Inc., filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 24-11834) on Feb. 27, 2024, with up to $1 million in both assets and liabilities. Rev. Michael K. Bouie, operating officer, signed the petition. Judge Robert A. Mark oversees the case. Winston I. Cuenant, Esq., at Cuenant & Pennington, PA represents the Debtor as counsel. MOVING & STORAGE: Trustee Taps Richard N. Ginnis CPA as Accountant ------------------------------------------------------------------ Geoffrey Groshong, chapter 11 subchapter V trustee of Moving & Storage Solutions, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Richard N. Ginnis of Richard N. Ginnis, CPA as his accountant. The firm will perform accounting services, including review of prior tax returns and reports and the preparation of required tax returns and reports on behalf of the estate on an hourly basis. Mr. Ginnis charges a rate of $230 per hour. Richard N. Ginnis, CPA does not represent or hold any interest adverse to the Trustee or the Debtor, as disclosed in the court filings. The firm can be reached through: Richard N. Ginnis Richard N Ginnis CPA 202 N 85th St Seattle, WA 98103 Phone: (206) 783-6588 About Moving & Storage Solutions, Inc. Moving & Storage Solutions Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-10039-CMA) on January 9, 2024. In the petition signed by David Powell, president, the Debtor disclosed up to $5000,000 in assets and up to $1 million in liabilities. Judge Christopher M. Alston oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents the Debtor as legal counsel. NANOSTRING TECHNOLOGIES: Hire RSM US LLP as Tax Service Provider ---------------------------------------------------------------- The official committee of unsecured creditors of Nanostring Technologies, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to RSM US LLP and RSM Canada LLP as tax service provider. The firm will provide the services: a. assist the Debtors with the preparation of federal, foreign, state and local income tax returns; compute the Debtors' federal, foreign, state, and local income tax liability; b. perform a variety of accounting analyses; c. provide consultations regarding the Debtor's various tax compliance matters; d. compute available tax attributes including any limitations on their utilization; e. provide consultations regarding general business matters; and f. prepare foreign income tax returns and provide transfer pricing, R&D tax credit and transfer tax services. The firm will be paid as follows: Partner/Principal $1,012 per hour Managing Director $956 per hour Senior Director $901 per hour Senior Manager $757 per hour Manager $621 per hour Supervisor $412 per hour Senior Associate $378 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Chuck Burkhalter, a partner at RSM US LLP and RSM Canada LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Chuck Burkhalter RSM US LLP and RSM Canada LLP 30 S. Wacker Drive, Suite 3300, Chicago, IL 60606 Tel: (312) 634-3400 About Nanostring Technologies, Inc. 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. NANOSTRING TECHNOLOGIES: Hire Troutman Pepper as Counsel -------------------------------------------------------- The official committee of unsecured creditors of Nanostring Technologies, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Troutman Pepper Hamilton Sanders LLP as counsel. The firm will provide these services: a. in conjunction with Akin, provide legal advice where necessary with respect to the Committee's powers and duties and strategic advice on how to accomplish the Committee's goals, bearing in mind that the Court relies on Delaware counsel such as Troutman Pepper to be involved in all aspects of the bankruptcy proceedings; b. draft, review and comment on drafts of documents to ensure compliance with local rules, practices and procedures; c. assist and advise the Committee in its consultation with Akin and the U.S. Trustee relative to the administration of these Chapter 11 Cases; d. draft, file and serve documents as requested by Akin and the Committee; e. assist the Committee and Akin Gump Strauss Hauer & Feld LLP, as necessary, in the investigation (including through discovery) of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, and any other matter relevant to these Chapter 11 Cases or to the formulation of a plan or plans of reorganization or liquidation, or a sale of the Debtors' assets; f. compile and coordinate delivery to the Court and the U.S. Trustee information required by the Bankruptcy Code, Bankruptcy Rules, Local Rules and any applicable U.S. Trustee guidelines and/or requests; g. appear in Court and at any meetings of creditors on behalf of the Committee in its capacity as Delaware counsel and co-counsel with Akin; h. monitor the case docket and coordinating with Akin and any other professional retained by the Committee on matters impacting the Committee; i. participate in calls with the Committee; j. prepare, update and distribute critical dates memoranda and working group lists; k. handle inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these Chapter 11 Cases and coordinating with Akin on any necessary responses; l. assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; m. assist the Committee in its analysis of, and negotiations with the Debtors or any other third parties concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing transactions and the terms of a plan of reorganization or liquidation for the Debtors; n. assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in this case; o. review, analyze, and advise the Committee with respect to applications, orders, statements of operations and schedules filed with the Court; p. provide additional support to Akin, other Committee professionals, and the Committee, as requested; and q. perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. The firm will be paid at these rates: Partners and counsel $750 to $1,800 Associates $640 to $1,020 Paraprofessionals $170 to $480 for. In addition, the firm will seek reimbursement for expenses incurred. As required by the Revised UST Guidelines, Troutman Pepper responds to the questions set forth in Section D of the Revised UST Guidelines as follows: (a) Troutman Pepper did not agree to a variation of its standard or customary billing arrangement for this engagement. (b) None of the professionals included in this engagement have varied their rate based on the geographic location of these Chapter 11 Cases. (c) Troutman Pepper did not represent the Committee in the 12 months prepetition. (d) Troutman Pepper and the Committee expect to develop a prospective budget and staffing plan. Pepper and the Committee expect to develop periodic supplemental budgets and staffing plans to comply with the U.S. Trustee's requests for information and additional disclosures, and any orders of this Court for the postpetition period. In accordance with the Revised UST Guidelines, and recognizing the unforeseeable fees and expenses that may arise in a large chapter 11 case, Troutman Pepper and the Committee may need to amend the budget as necessary to reflect changed circumstances or unanticipated events. The budget and staffing plan are intended as estimates and not caps or limitations on fees or expenses that may be incurred or on the number or identity or professionals or paraprofessionals who may provide services to the Committee in these Chapter 11 Cases. David M. Fournier, a partner at Troutman Pepper Hamilton Sanders LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David M. Fournier, Esq. Troutman Pepper Hamilton Sanders LLP Hercules Plaza, Suite 5100 1313 N. Market Street, Suite 5100 Wilmington, DE 19801 Telephone: (302) 777-6500 Facsimile: (302) 421-8390 Email: david.fournier@troutman.com About Nanostring Technologies, Inc. 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. NANOSTRING TECHNOLOGIES: Hires Akin Gump as Lead Co-Counsel ----------------------------------------------------------- The official committee of unsecured creditors of Nanostring Technologies, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Akin Gump Strauss Hauer & Feld LLP as lead co-counsel. The firm will provide these services: a. advise the Committee with respect to its rights, duties and powers in these Chapter 11 Cases; b. assist and advise the Committee in its consultations and negotiations with the Debtors relative to the administration of these Chapter 11 Cases; c. assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with stakeholders; d. assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and of the operation of the Debtors' businesses by the Debtors' board and management; e. assist the Committee in connection with the Debtors' monetization of their assets and the negotiations with the Debtors and third parties concerning matters related thereto including, without limitation, the terms of the sales of assets, sale agreements and other transaction documents; f. assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, financing transactions, other transactions and the terms of one or more chapter 11 plans for the Debtors and accompanying disclosure statements and related plan documents; g. assist and advise the Committee as to its communications to the general creditor body regarding significant matters in these Chapter 11 Cases; h. represent the Committee at all hearings and other proceedings before this Court; i. review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety, and to the extent deemed appropriate by the Committee, support, join or object thereto; j. advise and assist the Committee with respect to any legislative, regulatory or governmental activities; k. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; l. assist the Committee in its review and analysis of all of the Debtors' various agreements; m. prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any matter related to the Debtors or these Chapter 11 Cases; n. investigate and analyze any claims against the Debtors' non-Debtor affiliates; and o. perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. The firm will be paid at these rates: Partners $1,420 to $2,195 per hour Senior Counsel $1,055 to $1,800 per hour Counsel $1,250 to $1,575 per hour Associates $840 to $1,200 per hour Paraprofessionals $255 to $530 per hour In addition, the firm will seek reimbursement for expenses incurred. Philip Dublin, Esq., a member of Akin Gump Strauss Hauer & Feld, provided the following in response to the request for additional information set forth in Section D of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. Question: If you represented the client in the twelve months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the twelve months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and reasons for the difference? Answer: No. Question: Has your client approved your respective budget and staffing plan, and if so, for what budget period? Answer: Akin expects to develop a prospective budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which Akin reserves all rights. The committee has approved Akin's proposed hourly billing rates. Mr. Dublin 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 will also be reimbursed for reasonable out-of-pocket expenses incurred. Philip C. Dublin, a partner at Akin Gump Strauss Hauer & Feld LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Philip C. Dublin, Esq. Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 Email: pdublin@akingump.com About Nanostring Technologies, Inc. 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. NANOSTRING TECHNOLOGIES: Panel Hires Piper as Investment Banker --------------------------------------------------------------- The official committee of unsecured creditors of Nanostring Technologies, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Piper Sandler & Co. as investment banker. The firm will provide these services: a. review and analyze the Debtors' assets and liabilities and the operating and financial strategies of the Debtors; b. review and analyze the business plans and financial projections prepared by the Debtors; c. evaluate the Debtors' debt capacity in light of its projected cash flows; d. assist in the determination of an appropriate capital structure for the Debtors; e. evaluate the Debtors' liquidity, including financing alternatives; f. determine a range of values for the Debtors and any securities that the Debtors offers or proposes to offer in connection with a Transaction; g. assist the Committee in reviewing the terms of any proposed Transaction, in responding thereto and, if directed, in evaluating alternative proposals for a Transaction; h. review and evaluate any bids or offers for the purchase of all or a portion of the assets or securities of the Debtors or its direct and indirect subsidiaries and affiliates; i. assist or participate in negotiations with the parties in interest, including the Company, any current or prospective creditors of, holders of equity in, or claimants against the Company and/or their respective representatives in connection with a Transaction; j. if requested by the Committee, participate in hearings in the Cases and provide relevant testimony and/or reports with respect to the matters described herein and issues arising in connection with any proposed chapter 11 plan (a "Plan"); and k. render such other investment banking services as may be agreed upon by Piper Sandler and the Committee. The firm will be paid at these rates: a. An advisory fee (the "Monthly Fee") of $150,000 per month in cash. The initial Monthly Fee shall be pro-rated based on the commencement of services through to the end of the calendar month. Subject to Bankruptcy Court approval, the initial Monthly Fee shall be earned upon the execution of the Engagement Letter, and thereafter the Monthly Fee shall be earned and payable in advance on the first day of each month. b. A fee (the "Transaction Fee") of $2,250,000, payable upon the consummation of any Transaction, subject to any Monthly Fee Credit. Only one Transaction Fee can be earned by Piper Sandler pursuant to the Engagement Letter. c. After five (5) full Monthly Fees have been earned (excluding the initial Monthly Fee, if such fee was for less than a full calendar month), 50% of the Monthly Fees thereafter shall be credited against the Transaction Fee (the "Monthly Fee Credit"); provided that the Monthly Fee Credit shall not exceed the Transaction Fee. d. To the extent that the Committee requests that Piper Sandler perform additional services not contemplated by the Engagement Letter, such additional fees (if any) as shall be mutually agreed upon by Piper Sandler and the Committee, in writing, in advance. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph Denham, a Managing Director at Piper Sandler & Co., 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: Joseph Denham Piper Sandler & Co. 800 Nicollet Mall, Suite 900 Minneapolis, MN 55402 Telephone: (212) 205-1455 Email: joseph.denham@psc.com About Nanostring Technologies, Inc. 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. NC CONSTRUCTION: Todd Hennings of Macey Named Subchapter V Trustee ------------------------------------------------------------------ The U.S. Trustee for Region 21 appointed Todd Hennings, Esq., at Macey, Wilensky & Hennings, LLP as Subchapter V trustee for Nc Construction, LLC. Mr. Hennings will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Hennings declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Todd E. Hennings, Esq. Macey, Wilensky & Hennings, LLP 5500 Interstate North Parkway, Suite 435 Sandy Springs, GA 30328 Phone: (404) 584-1222 About Nc Construction Nc Construction, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-53330) on March 31, 2024, with $1,000,001 to $10 million in assets and $500,001 to $1 million in liabilities. Agbor Ebot Tabi at The Law Office Of Agbor Ebot Tabi, PC represents the Debtor as legal counsel. NEW CENTURY: Seeks to Tap McLemore Auction Company as Auctioneer ---------------------------------------------------------------- New Century Development, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire McLemore Auction Company, LLC as its auctioneer. The auctioneer will advertise and sell the Debtor's assets, which consists of two projects located on 21.36 acres in Antioch, Tennessee. McLemore shall require the purchaser to add a 5 percent buyer's premium to the high bid price. The auctioneer's commission shall be an amount equal to this buyer's premium. As disclosed in the court filing, McLemore Auction Company is disinterested within the meaning of 11 U.S.C. Sec. 101(14) and holds no interest adverse to the estate. The firm can be reached through: Will McLemore McLemore Auction Company, LLC 470 Woodycrest Avenue Nashville, TN 37210 Phone: (615) 517-7675 About New Century Development, LLC New Century Development, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-00738) on March 5, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by John Gill as member. Judge Randal S. Mashburn presides over the case. Robert J. Gonzales, Esq. at EMERGELAW, PLC represents the Debtor as counsel. NEW INSIGHT: S&P Withdraws 'CCC-' Issuer Credit Rating ------------------------------------------------------ S&P Global Ratings withdrew its 'CCC-' issuer credit rating on New Insight Holdings Inc. at the company's request. At the time of the withdrawal, our outlook on New Insight was negative. S&P also withdrew its issue-level ratings on the first-lien and second-lien debt. At the time of withdrawal, the issue-level ratings were 'CCC' and 'CC', respectively. NICA REPAIRS: Hires Ruff & Cohen P.A. as Legal Counsel ------------------------------------------------------ Nica Repairs, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Law Firm of Ruff & Cohen, P.A. as legal counsel. The firm's services include: a. advising and counseling the debtor-in-possession concerning the operation of its business in compliance with Subchapter V of Chapter 11, the operating guidelines of the Office of the U.S. Trustee, and orders of this Court. b. prosecuting and defending any causes of action on behalf of the debtor-in-possession; c. preparing all necessary applications, motions, reports, and other legal papers; d. assisting in the formulation of a plan reorganization; e. assisting in obtaining confirmation of the plan; f. assisting in obtaining a discharge and a final decree. The firm will be paid at the rate of $350 per hour. The firm received a retainer in the amount of $15,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Lisa C. Cohen, Esq., a partner at Ruff & Cohen, P.A., 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: Lisa C. Cohen, Esq. Law Firm of Ruff & Cohen, P.A 4010 Newberry Road, Suite G Tel: (352) 376-3601 Fax: (352) 378-1261 Email: lcohen@ruffcohen.com About Nica Repairs, LLC Nica Repairs, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 24-10059-KKS) on March 14, 2024. In the petition signed by Karan Bhathija, managing member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Karen K. Specie oversees the case. Lisa Caryl Cohen, Esq., at Ruff & Cohen PA, represents the Debtor as legal counsel. OMEGA TWIN: Seeks to Hire Pro 100 Inc as Real Estate Agent ---------------------------------------------------------- Omega Twin River Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to hire Eric Wood with Pro 100 Inc. Realtor as its real estate professional. The Debtor owns 7 parcels of commercial real property with manufacturing buildings on real estate consisting of 276 acres at 3551 Doniphan Dr., Neosho, MO 64850. Mr. Wood will render real estate services to Debtor to sell a portion of the real property in a commercially reasonable manner at a commission rate of 6 percent of the gross sale. Mr. Woods assured the court that he and his firm are "disinterested" within the meaning of 11 U.S.C. 101(14). The agent can be reached at: Eric Wood Pro 100 Inc. Realtor 2401 E 32nd St, Ste Joplin, MO 64084-3177 Telephone: (417) 782-0800 Email: ewood@pro100.com About Omega Twin River Holdings Omega Twin River Holdings, LLC, a company in Neosho, Mo., filed its voluntary Chapter 11 petition (Bankr. W.D. Mo. Case No. 23-30263) on Aug. 25, 2023, with as much as $1 million to $10 million in both assets and liabilities. David K. Papen, managing member, signed the petition. Judge Brian T. Fenimore oversees the case. Debt Doctors of Missouri, LLC, serves as the Debtor's legal counsel. OMNIQ CORP: Niv Nissenson Quits as Director ------------------------------------------- OMNIQ Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on March 27, 2024, Niv Nissenson resigned as a director of the Company. The decision by Mr. Nissesnon to resign was in light of the upcoming annual stockholders meeting. About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has a deficit in stockholders' equity, and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. OMNIQ CORP: Widens Net Loss to $29.4 Million in 2023 ---------------------------------------------------- Omniq Corp. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $29.43 million on $81.19 million of revenues for the year ended Dec. 31, 2023, compared to a net loss of $13.61 million on $100.76 million of revenues for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $39.48 million in total assets, $74.51 million in total liabilities, and a total stockholders' deficit of $35.02 million. As of Dec. 31, 2023, the Company had cash in the amount of $1.7 million and a working capital deficit of $45 million, compared to cash in the amount of $1.3 million, and a working capital deficit of $38 million as of Dec. 31, 2022. The Company had stockholders' deficit attributable to OmniQ stockholders of $35 million and $10.5 million as of Dec. 31, 2023 and 2022, respectively. This increase in its stockholders' deficit was primarily attributable to net losses. The Company's accumulated deficit was $113.9 million and $84.4 million as of Dec. 31, 2023 and 2022, respectively. The Company's operations provided net cash of $170,000 and $1.2 million for the years ended Dec. 31, 2023 and 2022, respectively. The decrease of cash from operations of $1 million is primarily a result of reduction in sales. The Company's cash used in investing activities was $331,000 for the year ended Dec. 31, 2023 compared to cash used by investing activities of $4.2 million for the year ended Dec. 31, 2022. The Company's financing activities used $50,000 of cash during the year ended Dec. 31, 2023, and used $3 million during the year ended December 31, 2022 Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has a deficit in stockholders' equity, and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/278165/000149315224012457/form10-k.htm About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. OPTIME LLC: Unsecured Creditors to Split $12K over 48 Months ------------------------------------------------------------ Optime LLC filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Small Business Disclosure Statement describing Chapter 11 Plan dated March 28, 2024. The Debtor is a corporation duly organized under the laws of the Commonwealth of Puerto Rico. Debtor is in the business of manufacture and sale of textile products, specifically sports clothing and uniforms, among others. The Debtor's business operates from its facilities in Cidra, Puerto Rico and serves directly the nearby cities in the center and east of the Island, however due to the internet communications it also serves clients throughout the Island. OPTIME LLC manufactures and sells sport uniforms, t-shirts, jackets and some other clothing for sports teams, schools, organizations and for individuals as well. Mr. José Joel A. Vázquez Vicente is the President and 100% shareholder of the corporation. Since the moment the corporation began operations to the date on which the bankruptcy petition was filed, the officer and director in control of the Debtor has been José Joel A. Vázquez Vicente, President. On August 18, 2023, a seizure notice on Debtor's bank accounts was received from the Puerto Rico Treasury Department due to accumulated sales taxes (IVU) debts. As a direct consequence, the Corporation's President decided to evaluate the possibility of filing of a bankruptcy petition and chose to file a Chapter 11 Petition to create a plan that would allow him to pay off this debt and continue operating the business. Class 1 consists of General Unsecured Claims. This Class shall receive 48 monthly payments of $250.00 each until year 2028. This Class will receive a total distribution of $12,000.00. This class is impaired. The allowed unsecured liabilities total $21,740.61. Payments and distributions under the Plan will be funded by the continued operation of the business of the debtor. A full-text copy of the Disclosure Statement dated March 28, 2024 is available at https://urlcurt.com/u?l=n7EGaq from PacerMonitor.com at no charge. Counsel to the Debtor: Nilda M. Gonzalez-Cordero, Esq. NILDA GONZALEZ-CORDERO LAW OFFICES P.O. Box 3389 Guaynabo, PR 00970 Tel. (787) 721-3437 (787) 724-2480 E-mail address: ngonzalezc@ngclawpr.com About Optime LLC Optime LLC, is in the business of manufacture and sale of textile products, specifically sports clothing and uniforms. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 23-02908) on September 14, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Nilda Gonzalez Cordero, Esq., of Nilda Gonzalez-Cordero Law Offices. OUTLOOK THERAPEUTICS: Registers $300M Securities Offering --------------------------------------------------------- Outlook Therapeutics, Inc., filed with the U.S. Securities and Exchange Commission its Form S-3 relating to the offer of shares of its common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or in combination, up to a total aggregate offering price of $300,000,000 from time to time in one or more offerings under this prospectus, together with the applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined by market conditions at the time of the relevant offering. The Company may also offer common stock, preferred stock and/or debt securities upon the exercise of warrants. Except as described in any applicable prospectus supplement or in any free writing prospectuses the Company have authorized for use in connection with a specific offering, it currently intends to use the net proceeds from the sale of the securities offered by the Company hereunder, if any, for working capital, capital expenditures and general corporate purposes, which may include, among other things, funding research and development, clinical trials, vendor payables, potential regulatory submissions, hiring additional personnel and capital expenditures. It may also use a portion of the net proceeds to in-license, acquire, or invest in additional businesses, technologies, products, or assets, though we currently have no specific agreements, commitments, or understandings with respect to any in-licensing or acquisitions. The amounts and timing of the Company's use of the net proceeds from this offering will depend on a number of factors, such as the timing and progress of its research and development efforts, the timing and progress of any partnering and commercialization efforts, technological advances and the competitive environment for its products. As of March 28, 2024, Outlook Therapeutics cannot specify with certainty all of the particular uses for the net proceeds to the Company from the sale of the securities offered by the Company hereunder. Accordingly, the Company's management will have broad discretion in the timing and application of these proceeds. Pending application of the net proceeds, it intends to temporarily invest the proceeds in short-term, interest-bearing instruments. A full-text copy of the Prospectus is available at https://tinyurl.com/bddrrfp3 About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com-- is a biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the United States, Europe, Japan and other markets. Outlook Therapeutics incurred a net loss of $58.98 million for the year ended Sept. 30, 2023, compared to a net loss of $66.05 for the year ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $32.30 million in total assets, $46.74 million in total liabilities, and a total stockholders' deficit of $14.44 million. Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 22, 2023, citing that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations since its inception and has an accumulated deficit of $479,096,425 as of Dec. 31, 2023. As of Dec. 31, 2023, the Company had $37,666,716 of principal, accrued interest and exit fees due under an unsecured convertible promissory note issued in December 2022, maturing on April 1, 2024. As a result, the Company said, there is substantial doubt about the Company's ability to continue as a going concern. OUTLOOK THERAPEUTICS: Registers 401,386 Shares Under Incentive Plan ------------------------------------------------------------------- Outlook Therapeutics, Inc. filed with the U.S. Securities and Exchange Commission a registration statement on Form S-8 for the purpose of registering up to an additional 401,386 shares of common stock, par value $0.01 per share, comprising (i) 390,386 shares of Common Stock issuable to eligible persons under the 2015 Equity Incentive Plan, as amended, all of which may be issued upon the exercise of outstanding options granted under the Incentive Plan and (ii) 11,000 shares of its Common Stock issuable to eligible persons under the 2016 Employee Stock Purchase Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrant's Form S-8s filed on May 13, 2016 (File No. 333-211362), February 15, 2017 (File No. 333-216081), February 15, 2018 (File No. 333-223064), February 14, 2019 (File No. 333-229685), September 30, 2019 (File No. 333-234024), February 14, 2020 (File No. 333-236471), March 26, 2021 (File No. 333-254777), February 15, 2022 (File No. 333-262731) and February 14, 2023 (File No. 333-269770) (the "Prior Form S-8s"). A full-text copy of the Registration Statement is available at https://tinyurl.com/yn3yaan6 About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com-- is a biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the United States, Europe, Japan and other markets. Outlook Therapeutics incurred a net loss of $58.98 million for the year ended Sept. 30, 2023, compared to a net loss of $66.05 for the year ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $32.30 million in total assets, $46.74 million in total liabilities, and a total stockholders' deficit of $14.44 million. Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 22, 2023, citing that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations since its inception and has an accumulated deficit of $479,096,425 as of Dec. 31, 2023. As of Dec. 31, 2023, the Company had $37,666,716 of principal, accrued interest and exit fees due under an unsecured convertible promissory note issued in December 2022, maturing on April 1, 2024. As a result, the Company said, there is substantial doubt about the Company's ability to continue as a going concern. OUTLOOK THERAPEUTICS: Tang Capital, 2 Others Report 9.99% Stake --------------------------------------------------------------- In a Schedule 13G Report filed with the U.S. Securities and Exchange Commission, Tang Capital Partners LP, Tang Capital Management LLC, and Kevin Tang, the manager of Tang Capital Management, disclosed beneficial ownership of shares of common stock of Outlook Therapeutics, Inc. as of March 18, 2024: * Tang Capital Partners beneficially owns 2,215,851 of the Issuer's Common Stock, which consists of: (i) 1,619,412 shares of the Issuer's Common Stock and (ii) 596,439 shares currently issuable upon exercise of Warrants (as defined in the Issuer's Registration Statement filed on Form S-3 with the Securities and Exchange Commission on March 25, 2024). Tang Capital Partners may not exercise any portion of the Warrants for shares of Common Stock if, as a result of the exercise, Tang Capital Partners, together with its affiliates and any other person or entity acting as a group, would own more than 9.99% of the Issuer's outstanding shares of Common Stock after exercise. However, Tang Capital Partners may increase such percentage to any other percentage, not in excess of 19.99% (to the extent such limit is required under applicable Nasdaq rules), by providing written notice to the Issuer, provided that any increase in such percentage shall not be effective until 61 days after notice is provided to the Issuer. The foregoing limitations remain in effect with respect to the Warrants, and, accordingly, only 596,439 shares are currently issuable upon exercise of Warrants. Beneficial ownership excludes 903,561 shares issuable upon the exercise of Warrants, which are not currently exercisable due to the beneficial ownership limitation of 9.99%. Tang Capital Partners shares voting and dispositive power over such shares with Tang Capital Management and Kevin Tang. * Tang Capital Management beneficially owns 2,215,851 of the Issuer's Common Stock, which consists of: (i) 1,619,412 shares of the Issuer's Common Stock and (ii) 596,439 shares currently issuable upon exercise of Warrants. Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin Tang. * Kevin Tang beneficially owns 2,215,851 of the Issuer's Common Stock, which consists of: (i) 1,619,412 shares of the Issuer's Common Stock and (ii) 596,439 shares currently issuable upon exercise of Warrants. Kevin Tang shares voting and dispositive power over such shares with Tang Capital Partners and Tang Capital Management. The shares owned represents 9.99% of the shares outstanding. The percentages are based on 22,180,695 shares of Common Stock outstanding as of March 18, 2024, which consists of: (i) 21,584,256 shares of Common Stock outstanding as of March 18, 2024 as set forth in the Issuer's Registration Statement filed on Form S-3 that was filed with the Securities and Exchange Commission on March 25, 2024, and (ii) 596,439 shares currently issuable upon exercise of Warrants. A full-text copy of the Report is available at https://tinyurl.com/bp8n4bf3 About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com-- is a biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the United States, Europe, Japan and other markets. Outlook Therapeutics incurred a net loss of $58.98 million for the year ended Sept. 30, 2023, compared to a net loss of $66.05 for the year ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $32.30 million in total assets, $46.74 million in total liabilities, and a total stockholders' deficit of $14.44 million. Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 22, 2023, citing that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations since its inception and has an accumulated deficit of $479,096,425 as of Dec. 31, 2023. As of Dec. 31, 2023, the Company had $37,666,716 of principal, accrued interest and exit fees due under an unsecured convertible promissory note issued in December 2022, maturing on April 1, 2024. As a result, the Company said, there is substantial doubt about the Company's ability to continue as a going concern. OUTLOOK THERAPEUTICS: Velan Entities Report 5.6% Equity Stakes -------------------------------------------------------------- In a Schedule 13G Report filed with the U.S. Securities and Exchange Commission, Velan Capital Master Fund LP and affiliated entities disclosed beneficial ownership of shares of common stock of Outlook Therapeutics, Inc. as of March 18, 2024: * Velan Master directly beneficially owned 1,250,000 Shares, including 750,000 Shares issuable upon the exercise of the Warrants; * Velan GP, as the general partner of Velan Master, may be deemed to beneficially own the 1,250,000 Shares beneficially owned directly by Velan Master; * Velan Capital, as the investment manager of Velan Master, may be deemed to beneficially own the 1,250,000 Shares beneficially owned directly by Velan Master; * Velan IM GP, as the general partner of Velan Capital, may be deemed to beneficially own the 1,250,000 Shares beneficially owned directly by Velan Master; * Mr. Morgan, as a Managing Member of each of Velan GP and Velan IM GP, may be deemed to beneficially own the 1,250,000 Shares beneficially owned directly by Velan Master; and * Mr. Venkataraman, as a Managing Member of each of Velan GP and Velan IM GP, may be deemed to beneficially own the 1,250,000 Shares beneficially owned directly by Velan Master. As of the date hereof, (i) Velan Master beneficially owns approximately 5.6% of the outstanding Shares, (ii) Velan GP may be deemed to beneficially own approximately 5.6% of the outstanding Shares, (iii) Velan Capital may be deemed to beneficially own approximately 5.6% of the outstanding Shares, (iv) Velan IM GP may be deemed to beneficially own approximately 5.6% of the outstanding Shares, (v) Mr. Morgan may be deemed to beneficially own approximately 5.6% of the outstanding Shares and (vi) Mr. Venkataraman may be deemed to beneficially own approximately 5.6% of the outstanding Shares. The following percentages are based on 21,584,256 Shares outstanding as March 18, 2024, as disclosed in the Issuer's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on March 25, 2024, plus the Shares underlying the Warrants that may be exercised by the Reporting Persons. A full-text copy of the Report is available at https://tinyurl.com/2tkk87yx About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com-- is a biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the United States, Europe, Japan and other markets. Outlook Therapeutics incurred a net loss of $58.98 million for the year ended Sept. 30, 2023, compared to a net loss of $66.05 for the year ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $32.30 million in total assets, $46.74 million in total liabilities, and a total stockholders' deficit of $14.44 million. Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 22, 2023, citing that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations since its inception and has an accumulated deficit of $479,096,425 as of Dec. 31, 2023. As of Dec. 31, 2023, the Company had $37,666,716 of principal, accrued interest and exit fees due under an unsecured convertible promissory note issued in December 2022, maturing on April 1, 2024. As a result, the Company said, there is substantial doubt about the Company's ability to continue as a going concern. OZ NATURALS: Seeks to Hire Cohn Reznick LLP as Accountant --------------------------------------------------------- OZ Naturals, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Cohn Reznick LLP as its accountants. Cohn Reznick will be preparing and filing its 2022 tax return, and to amend the its returns from 2019-2021. The hourly rates charged by the accountant range from $270 to $930 per hour. Adam Korenfield, CPA, a partner at CohnReznick LLP, attests that his firm is a "disinterested person" as required by 11 U.S.C. Section 1103(a) and as that term is defined in Section 101(14) of the Bankruptcy Code. The advisor can be reached through: Adam Korenfield, CPA CohnReznick LLP 4 Becker Farm Road Roseland, NJ 07068 Phone: (973) 228-3500 About OZ Naturals OZ Naturals, LLC is a manufacturer of natural skin care products in West Palm Beach, Fla. OZ Naturals sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-13005) on April 18, 2023. In the petition signed by its chief financial officer, Michael D. Small, the Debtor disclosed $633,123 in assets and $1,482,356 in liabilities. Judge Mindy A. Mora oversees the case. Aaron A. Wernick, Esq., at Wernick Law, PLLC, represents the Debtor as legal counsel. PEDIATRIX MEDICAL: Moody's Affirms Ba3 CFR, Outlook Remains Stable ------------------------------------------------------------------ Moody's Ratings affirmed Pediatrix Medical Group, Inc.'s Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating and Ba3 rating of the company's $400 million senior unsecured notes due in 2030. The Speculative Grade Liquidity rating (SGL) remains unchanged at SGL-1 and the outlook is maintained at stable. The affirmation of Pediatrix's ratings reflects the company's strong market position, a national footprint in the pediatrics and obstetrics, and stable operating performance. Moody's expects that the company will continue to generate positive free cash flow and maintain very good liquidity in the next 12-18 months. RATINGS RATIONALE Pediatrix's Ba3 CFR is supported by the company's moderately high financial leverage and stable operating performance. The rating benefits from the company's strong market position, national footprint with presence in 37 U.S. states, favorable healthcare services outsourcing market trends and very good liquidity. The company' ratings are constrained by underlying demographic trend characterized by falling birth rate, service line concentration on women's and children's health, revenue concentration in select states and potential challenges from the regulatory and reimbursement environment. Moody's expects that the company will have to rely on acquisitions for growth because the organic growth will remain challenged in the backdrop of declining birth rate. The revenue concentration in select states (Pediatrix earns approximately 67% of revenue from the top five states) exposes the company to local economic and regulatory trends in those states. The stable outlook reflects Moody's expectation that Pediatrix's financial leverage will remain in the low-to-mid 3.0 times range while the company executes its growth strategy focused on tuck-in acquisitions. The Speculative Grade Liquidity rating of SGL-1 reflects Moody's expectation that Pediatrix will maintain very good liquidity over the next 12-18 months. The company's liquidity is supported by approximately $73 million in cash and fully available $450 million unsecured revolver (not rated) at the end of 2023. Moody's further projects that the company will generate positive free cash flow in the range of $80-$120 million in the next 12 months. Pediatrix's $400 million senior unsecured notes are rated Ba3, at the same level as the Corporate Family Rating. The capital structure also includes a $450 million unsecured revolving credit facility and $250 million unsecured term loan (both not rated). The company has only one class of debt and all individual debt instruments are pari passu with each other. Pediatrix's CIS-3 score indicates that ESG considerations have limited impact on the current credit rating but could potentially have a negative impact over time. The score primarily reflects a combination of management credibility and track record in navigating the company after major divestitures. The company's S-4 score represents social risk exposures mainly stemming from human capital and responsible production. The company is exposed to a scarcity of qualified human capital as it relies heavily on specialized labor, which often requires extensive licensing. The company could face liabilities related to patient care if it becomes a target of medical malpractice litigations and/or if it ends up violating industry regulations. The company is also exposed to changes in reimbursement rates by its payors, which include government payors, as well as a push towards reducing overall healthcare costs. Pediatrix's G-3 score reflects prudent financial policies evidenced by a track record of moderate financial leverage and strong operating performance. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Pediatrix increases its scale and margins through business growth and diversification. Quantitatively, ratings could be upgraded if debt/EBITDA is sustained below 3.0 times. The ratings could be downgraded if Pediatrix faces reimbursement, volume, or payor mix pressures that will weaken operating performance. A weakening in liquidity or operating margins could also lead to a downgrade. Quantitatively, ratings could be downgraded if debt/EBITDA is sustained above 4.0 times. Based in Sunrise, FL, Pediatrix Medical Group, Inc. is a provider of physician services including newborn, maternal-fetal, pediatric cardiology and other pediatric subspecialty services. The company provides its services through a network of more than 2,620 physicians in 37 U.S. states. Its revenues for the fiscal year that ended on December 31, 2023 were approximately $2.0 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. PETAWATT PROPERTIES: Michael Brummer Named Subchapter V Trustee --------------------------------------------------------------- The U.S. Trustee for Region 2 appointed Michael Brummer as Subchapter V trustee Petawatt Properties, LLC. Mr. Brummer will be paid an hourly fee of $225 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Brummer declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Michael Brummer 168 Farber Lane Williamsville, New York 14221 Email: Mikebrummer18@gmail.com (716) 479-7980 About Petawatt Properties Petawatt Properties, LLC is a vertically integrated energy, facilities & service provider to high demand energy consumers, such as blockchain crypto-miners, hydroponic operators, and data centers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 24-30234) on March 29, 2024, with $0 in assets and $5,835,372 in liabilities. James Kucharski, managing director, signed the petition. Judge Wendy A. Kinsella presides over the case. Melodye Hannes, Esq. at Melodye Hannes, Esq. represents the Debtor as legal counsel. PIONEER HEALTH: Hires Dorsey & Whitney as Bankruptcy Counsel ------------------------------------------------------------ Pioneer Health Systems, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Dorsey & Whitney LLP and Dorsey & Whitney (Delaware) LLP as their bankruptcy counsel. The firm's services include: a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advising and consulting on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in an active chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. preparing pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. representing the Debtors in connection with obtaining postpetition financing and approval of postpetition financing; g. advising the Debtors in connection with any potential sale of assets; h. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; i. advising the Debtors regarding tax, corporate, and regulatory matters in connection with these chapter 11 cases; j. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval and confirmation of a chapter 11 plan and all documents related thereto; k. interacting with the United States Trustee's Office, the Subchapter V Trustee, and any official committee or patient care ombudsman appointed in the chapter 11 cases; and l. performing all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases. The firm will be paid at these hourly rates: Partners $695 - $835 Of Counsel $625 - $810 Senior Attorney $500 - $625 Associates $450 - $715 Paraprofessionals $130 - $395 The firm received an initial retainer in the amount of $100,000 on Dec. 26, 2023 in connection with the planning and preparation of initial documents. On Feb. 15, 2024, Dorsey received an additional retainer of $150,000. Matthew Olson, Esq., an of counse at Dorsey & Whitney LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Matthew J. Olson, Esq. DORSEY & WHITNEY LLP 51 West 52nd Street New York, NY 10019 Telephone: (212) 415-9200 Facsimile: (212) 953-7201 Email: schnabel.eric@dorsey.com About Pioneer Health Systems Pioneer Health Systems, LLC is the parent company for the following brands: Surgical Hospital of Oklahoma, L.L.C. (SHO), Direct Orthopedic Care (DOC), and Integrated Care Technologies (ICT). Combined, this model allows Pioneer to offer a complete vertical orthopedic healthcare system. The Debtor filed Chapter 11 petition (Bankr. D. Del. Case No. 24-10279) on February 21, 2024, with $1 million to $10 million in both assets and liabilities. Colin Chenault, chief financial officer, signed the petition. Judge J. Kate Stickles oversees the case. Alessandra Glorioso, Esq., at Dorsey & Whitney (Delaware), LLP represents the Debtor as legal counsel. PIONEER HEALTH: Seeks to Hire Epiq as Administrative Advisor ------------------------------------------------------------ Pioneer Health Systems, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Epiq Corporate Restructuring, LLC as its administrative advisor. The firm will render these services: a. assist with, among other things, solicitation, balloting, tabulation, and calculation of votes, as well as prepare any appropriate reports, as required in furtherance of confirmation of plan(s) of reorganization, and in connection with such services, process requests for documents from parties in interest; b. generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; c. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a chapter 11 plan; and f. provide such other processing, solicitation, balloting and other administrative services. The firm will be paid at these rates: IT / Programming $65 - $85 Case Managers $85 - $165 Project Managers/ Consultants/ Directors $170 - $190 Solicitation Consultant $190 Executive Vice President, Solicitation $195 Executives No Charge Prior to the Petition Date, the Debtors paid the firm a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian Hunt, consulting director at Epiq, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian Hunt Epiq Corporate Restructuring, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Phone: (917) 359-4553 Email: bhunt@epiqglobal.com About Pioneer Health Systems Pioneer Health Systems, LLC is the parent company for the following brands: Surgical Hospital of Oklahoma, L.L.C. (SHO), Direct Orthopedic Care (DOC), and Integrated Care Technologies (ICT). Combined, this model allows Pioneer to offer a complete vertical orthopedic healthcare system. The Debtor filed Chapter 11 petition (Bankr. D. Del. Case No. 24-10279) on February 21, 2024, with $1 million to $10 million in both assets and liabilities. Colin Chenault, chief financial officer, signed the petition. Judge J. Kate Stickles oversees the case. Alessandra Glorioso, Esq., at Dorsey & Whitney (Delaware), LLP represents the Debtor as legal counsel. PIONEER INTER-DEVELOPMENT: Taps David J. Winker as Special Counsel ------------------------------------------------------------------ Pioneer Inter-Development, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire David J. Winker P.A. as its special counsel. The firm will represent the Debtor in pending state court claims seeking to collect receivables and breach of contract. The firm received a $25,000 retainer from the account of Frank Mendez, the Debtor's owner. The firm's billable rate under the retainer agreement is billed at $500 per hour. The firm has agreed to handle the cases on a contingency basis going forward at 30 percent of any recovery plus costs and ensure all settlement proceeds are paid to the Debtor's estate. As disclosed in a court filing, David J. Winker is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Dave Winker, Esq. David J Winker P.A. 4720 S. LeJeune Road Coral Cables, FL 33146 Tel: (305) 801-3700 Email: davidjwinker@gmail.com About Pioneer Inter-Development Pioneer Inter-Development, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-18321) on Oct. 12, 2023, listing up to $50,000 in both assets and liabilities. Michael A. Frank, Esq. at the Law Office of Michael A. Frank and Rodolfo H. De La Guardia represents the Debtor as counsel. PLACE 2 B SALON: Hires Benjamin Legal Services as Counsel --------------------------------------------------------- The Place 2 B Salon, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Benjamin Legal Services as counsel. The firm's services include: a. assisting and advising the debtor concerning the debtor's legal status as a debtor and the powers, duties, rights, and obligations as debtor in possession in the continued management and operation business and of its property and affairs relative to the administration of this proceeding; b. representing the debtor before the bankruptcy court and advising the debtor on all pending litigations, hearings, motions, and of the decisions of the bankruptcy court; c. reviewing and analyzing all applications, orders, and motions filed with the bankruptcy. court by third parties in this proceeding and advising the Debtor thereon; d. attending all meetings conducted according to section 341(a) of the bankruptcy code and representing the debtor at all examinations and Debtor interviews; e. communicating and negotiating with representatives of creditors and other parties in interest; f. preparing all necessary applications, reports, complaints, motions, orders, and other legal papers and documents as may be necessary to appear before the court regarding such legal matters and to seek relief in accordance with said court documents, together with the preparation of the necessary orders thereto; g. defending the Estate against actions that may be instituted against the debtor's estate in these proceedings and to litigate matters relating to said proceedings in accordance with the attorney-client retainer agreement executed between the Parties; h. examining and taking all actions necessary to protect and preserve the estate, including prosecution of such claims or actions and litigation as may be necessary or appropriate on behalf of the estate and to support positions taken by the debtor, and preparing witnesses and reviewing documents in this regard, when applicable; i. examining and resolving claims filed against the estate and to advise and consult with the debtor regarding claims that may be inappropriately or in error filed and to prepare and litigate objections thereto when appropriate; j. conferring with all other professionals, including any accountants and consultants retained by the debtor and by any other party in interest; k. assisting the debtor in its negotiations with creditors (and any creditor committees) or third parties concerning the terms of any proposed plan of reorganization; l. assisting the debtor in the formulation, preparation, implementation, and consummation of a plan of reorganization and disclosure statement, if necessary or appropriate, and all related agreements and documents, and to take any actions necessary to achieve confirmation of such plan and disclosure statement; m. performing all other legal services required of the debtor, be in the interest of the debtor and the estate, or incident to these proceedings and to provide such legal advice to the debtor as is necessary and in connection with this chapter 11 Case; and n. advising the debtor about any potential sale of assets or representation of the debtor in connection with obtaining post-petition financing if required or needed. The firm will be paid at these rates: J. Kevin Benjamin $450 per hour Theresa Benjamin $395 per hour Paraprofessional $195 per hour The firm will be paid a retainer in the amount of $ $7,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. J. Kevin Benjamin, Esq., a partner at Law firm of Benjamin Legal Services, 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: J. Kevin Benjamin, Esq. Theresa S. Benjamin, Esq. Benjamin Legal Services PLC 1016 West Jackson Blvd. Chicago, IL 60607-2914 Tel: (312) 853-3100 Email: attorneys@benjaminlaw.com About The Place 2 B Salon, Inc. n/a The Place 2 B Salon, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-01650) on Feb. 6, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge A. Benjamin Goldgar oversees the case. J. Kevin Benjamin, Esq., at Benjamin Legal Services, PLC represents the Debtor as bankruptcy counsel. PLANT BAE: Seeks to Hire Paul D. Esco, Attorney at Law as Counsel ----------------------------------------------------------------- Plant Bae, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Alabama to employ Paul D. Esco, Esq. with Paul D. Esco, Attorney at Law, LLC as its counsel. The firm's services include: a. advising the Debtor-in-Possession as to the rights, powers and duties of a Debtor-in-Possession, as enumerated within 11 U.S.C. Sec. 1101, et seq.; b. preparing and filing the documents necessary to advance this case including, but not limited to, answers, applications, motions, proposed orders, responses, schedules and other necessary and required legal documents; c. representing the Debtor-in-Possession at the hearings in this matter; d. preparing and filing the status report and plan; e. defending challenges to the automatic stay set forth within 11 U.S.C. Sec. 362(a); and f. providing such other legal services and/or preparing and/or filing such other documents as may be necessary for Debtor-in-Possession to carry out its duties and functions in this case. The firm will be paid at these rates: Attorneys $250 per hour Paralegal $75 per hour Administrative Assistant $50 per hour The firm received a retainer in the amount of $2,500. The firm can be reached through: Paul D. Esco, Esq. PAUL D. ESCO ATTORNEY AT LAW, LLC 2800 Zelda Road; Suite 200-7 Montgomery, AL 36106 Telephone: (334) 832-9100 Facsimile: (334) 832-4527 E-mail: paul.esco@aol.com About Plant Bae, LLC Plant Bae, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 24-30639) on March 22, 2024, listing $50,000 in both assets and liabilities. Judge Christopher L Hawkins presides over the case. Paul D. Esco, ESq. at Paul D. Esco, Attorney at Law, LLC represents the Debtor as counsel. PORTE ROUGE: Seeks to Hire Reve Realtors as Real Estate Agents -------------------------------------------------------------- Porte Rouge Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire Lane Washburn, a licensed real estate agent, and Reve Realtors. The firm will assist the Debtor in marketing and selling its assets located at: a. 4317-19 S. Carrollton Avenue, New Orleans, LA 70119; and b. 2262 Allen Toussaint, New Orleans, LA 701222. Reve is willing to accept a commission of 6 percent of the total sales price, to be shared evenly between the selling agent and the buyer's agent. As disclosed in the court filings, Reve does not hold or represent any interest adverse to the Debtor or its estate. The realtor can be reached through: Lane Washburn Reve Realtors 4827 Prytania St New Orleans , LA 70115 Telephone: (504) 300-0700 Email: info@reverealtors.com About Porte Rouge Enterprises, LLC Porte Rouge Enterprises, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 24-10264) on Feb.13, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge Meredith S Grabill presides over the case. Ryan James Richmond, Esq. at Sternberg, Naccari & White, LLC represents the Debtor as counsel. PRECIPIO INC: Registers 71,006 Shares Under Incentive Plan ---------------------------------------------------------- Precipio Inc. filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission for the purpose of registering additional securities issuable pursuant to Precipio's Amended and Restated 2017 Stock Option and Incentive Plan and consists of only those items required by General Instruction E to Form S-8. Pursuant to certain provisions of the Plan (referred to as the "evergreen provisions"), the number of shares of Precipio's common stock, $0.01 par value per share, that are available for award grant purposes under the Plan, is automatically increased each year in accordance with a formula set forth in the Plan. Pursuant to the Plan's evergreen provisions, the additional securities registered hereby include 71,006 shares of Common Stock that were automatically added to the Plan, effective January 1, 2024. A full-text copy of the Registration Statement is available at https://tinyurl.com/4ffwpskx About Precipio Omaha, Nebraska-based Precipio, Inc., formerly known as Transgenomic, Inc. -- http://www.precipiodx.com-- is a healthcare solutions company focused on cancer diagnostics. Its business mission is to address the pervasive problem of cancer misdiagnoses by developing solutions to mitigate the root causes of this problem in the form of diagnostic products, reagents, and services. New Haven, CT-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PRESTO AUTOMATION: Abri Advisors, J. Tirman No Longer Hold Shares ----------------------------------------------------------------- Abri Advisors Ltd. and Jeffrey Tirman disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of February 29, 2024, they ceased to beneficially own shares of Presto's common stock. 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, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. R&LS Investments: Hires Manning Kass as Special Counsel ------------------------------------------------------- R&LS Investments, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Manning Kass as Special Counsel. The Debtor needs the firm's legal assistance in connection with the following cases: a. Barron v. R&LS Investments, Inc., Los Angeles County Superior Court Case No. 22SMCV01032 (the "Barron Action"); b. Silver v. Duel et al., Los Angeles County Superior Court Case No. 22STCV04174 (the "Silver Action"); c. Wolov v. Duel et al., Los Angeles County Superior Court Case No. 22STCV23757 (the "Wolov I Action"); d. Rosen v. Duel et al., Los Angeles County Superior Court Case No. 22STCV40410 (the "Rosen Action"); e. Plouviez v. Duel et al., Los Angeles County Superior Court Case No. 22STCV40423 (the "Plouviez Action"); f. Campolo v. Duel et al., Los Angeles County Superior Court Case No. 23SMCV01466 (the "Campolo Action"); g. Smith v. Duel et al., Los Angeles County Superior Court Case No. 23SMCV01426 (the "Smith Action"); h. Romo v. R&LS Investments, Inc., San Luis Obispo County Superior Court Case No. 22CVP-0006 (the "Romo Action"); and i. Wolov v. R&LS Investments, Inc., et al., United States District Court, Central District California, Western Division Case No. 2:21-CV-09839-DSF (MAAx) (appeal case no 23-55303). The firm will be paid at the rates of $260 to $285. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ari Markow, Esq., a partner at Manning Kass, 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: Ari Markow, Esq. Manning Kass 801 South Figueroa St. 15th Floor Los Angeles, CA 90017 Tel: (213) 624-6900 Email: contact@manningkass.com About R&LS Investments R&LS Investments, Inc., is a real estate brokerage business. R&LS Investments filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-14467) on July 18, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Richard Cunningham, operating principal, signed the petition. Judge Julia W. Brand oversees the case. John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP is the Debtor's legal counsel. R&W CLARK: Hires Weissberg and Associates as Special Counsel ------------------------------------------------------------ R&W Clark Construction, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Weissberg and Associates, Ltd. as special counsel. The Debtor needs the firm's legal assistance in connection with the following cases: (a) An objection to Proof of Claim No. 12 filed by Chicago & Vicinity Laborers' District Council Pension Plan, et al (the "Chicago Laborers' Funds"); and (b) An objection to Proof of Claim No. 21 filed by of the Construction & General Laborers District Council of Chicago & Vicinity (the "Laborers' Union"). The firm will be paid at the rate of $475 per hour. The firm will be paid a retainer in the of amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ariel Weissberg Esq., a partner at Weissberg And Associates, Ltd., 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: Ariel Weissberg, Esq. Weissberg And Associates, Ltd. 564 W. Randolph Street, 2nd Floor Chicago, IL 60605 Telephone: (312) 663-0004 Facsimile: (312) 663-1514 Email: ariel@weissberglaw.com About R&W Clark Construction R&W Clark Construction, Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-03279) on March 11, 2023. In the petition filed by Richard Clark, president and sole shareholder, the Debtor reported up to $50,000 in assets and up to $10 million in liabilities. Judge Timothy A. Barnes oversees the case. The Debtor tapped Gregory K. Stern, PC as counsel and Ziegler & Associates, Ltd. as accountant. R.A.R.E. CORP: Hires FactorLaw as Bankruptcy Counsel ---------------------------------------------------- R.A.R.E. Corporation seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ FactorLaw as Bankruptcy Counsel. The firm's services include: a. advising and consulting with the Debtor with respect to its powers, rights and duties as a debtor and debtor-in-possession; b. attending meetings and negotiating with creditors, other parties-in interest, and their respective representatives; c. advising and consulting with the Debtor on the conduct of the case, including all the legal and administrative requirements of operating under chapter 11 of the Bankruptcy Code; d. taking all necessary action to protect and preserve the Estate, including but not limited to, prosecuting or defending all motions and proceedings on behalf of the Debtor and the Estate; e. preparing and filing, or defending, adversary proceedings or other litigation involving the Debtor or its interests in property; f. preparing motions, applications, answers, orders, reports, and other papers necessary to the administration of the case; g. preparing and negotiating a plan and all related agreements and documents, and taking any necessary action to obtain confirmation of a plan; and h. performing other necessary legal services and providing other necessary legal advice required by the Debtor in connection with the case. The firm will be paid at these rates: William J. Factor, Partner $450 per hour Lars A. Peterson, Partner $400 per hour Danielle Ranallo, Legal Assistant $150 per hour Sam Rodgers, Legal Assistant $150 per hour The firm received a retainer in the amount of $15,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. William J. Factor, a partner at FactorlaW, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: William J. Factor, Esq. Lars A. Peterson, Esq. FactorlaW 105 W. Madison Street, Suite 2300 Chicago, IL 60602 Telephone: (312) 878-6976 Facsimile: (847) 574-8233 Email: wfactor@wfactorlaw.com lpeterson@wfactorlaw.com About R.A.R.E. Corporation R.A.R.E. Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-02127) on February 15, 2024. In the petition signed by Rocky Eastland, president, the Debtor disclosed up to $500,000 in assets and $1 million in liabilities. Judge David D. Cleary oversees the case. William J. Factor, Esq., at FactorLaw, represents the Debtor as legal counsel. RACKSPACE TECHNOLOGY: S&P Downgrades Issuer Credit Rating to 'SD' ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Rackspace Technology Global Inc. to 'SD' (selective default) from 'CCC-' and its issue-level ratings on its first-lien debt and senior unsecured notes due in 2028 to 'D' from 'CCC-' and 'C', respectively. S&P considers Rackspace's additional open market debt repurchases at deep discounts and its below-par first-lien debt exchange transactions as tantamount to a default under its criteria. Rackspace continued to pursue open market repurchases of its debt at deep discounts. In its earnings release, the company disclosed that it has repurchased an additional $171 million of principal on its unsecured notes since Oct. 31, 2023, at deep discounts. It also announced on March 12, 2024, that it had concluded a private debt restructuring transaction with its lenders and was planning to offer its other existing first-lien lenders the opportunity to participate in exchange transactions on the remaining $182.3 million aggregate principal amount of the outstanding existing secured notes and the $592.3 million aggregate principal amount of the existing term loans through two public tender offers. S&P said, "We project these transactions will reduce pre-transaction gross debt by more than $600 million, add $275 million of additional cash to the balance sheet from new borrowings, and extend the maturities on the revolving credit facility out to May 2028 in exchange for new first-lien facilities issued by subsidiary Rackspace Finance Holdings, LLC. These include a first-lien first-out term loan (FLFO), a first-lien second-out term loan (FLSO), and 3.50% FLSO notes due 2028. Not only do we see this as distressed and less than initially promised to these lenders, but we consider the improved security position and tighter covenants that lenders are receiving as inadequate compensation for the loss of principal they are incurring." The company has closed two of the three below-par debt transactions, and the outstanding tender offer to exchange the remaining balance of its senior secured notes expires on April 11, 2024. However, the company has already secured lender participation, constituting 97% of its existing term loan principal and more than 90% of its senior secured notes. S&P said, "We expect to reassess our issuer credit rating once the private debt exchange is completed, and we have enough information to evaluate the company's revised capital structure and operating prospects. We anticipate these debt restructuring transactions will reduce funded debt by more than $300 million, lower debt to EBITDA by approximately 1x, and yield annual interest expense savings for the company, given that it still retains hedge protections on $1.35 billion of debt principal through 2028. After the restructuring transactions are completed, we may increase the company's issuer credit rating to either 'CCC+' or potentially the 'B-' category with increased confidence in the company's ability to improve profitability, reduce leverage, and progress its private cloud strategy with a stronger liquidity position, such that future below-par repurchases are unlikely to occur. "Governance factors are a negative consideration in our company's credit rating analysis, reflecting Rackspace's aggressive track record of making below-par debt repurchases and the characteristics of its debt restructuring transactions, which did not include impairing equity holders. We believe this underscores decision-making by financial sponsor Apollo, Rackspace's controlling shareholder, that prioritized their interests to the detriment of lenders." RADNET MANAGEMENT: Moody's Rates New 1st Lien Credit Facility 'Ba3' ------------------------------------------------------------------- Moody's Ratings affirmed RadNet Management, Inc.'s B1 Corporate Family Rating and B1-PD Probability of Default Rating. Concurrently, Moodys assigned a Ba3 rating to the new senior secured 1st lien credit facility, including the new senior secured 1st lien term loan B and new senior secured 1st lien revolving credit facility. Ratings on the existing senior secured 1st lien term loan and existing senior secured 1st lien revolving credit facility will be withdrawn at the close of the refinancing transaction. The outlook remains stable. The rating affirmation follows RadNet's proposed refinancing transaction that improves liquidity and extends all significant debt maturities from 2026-2028 to 2029-2031. While the refinancing increases debt to EBITDA from 4.4x to 4.8x, there is only a moderate increase in interest expense due to a lower cost of debt. RadNet's resulting cash balance will be substantial at approximately $670 million, which reflects an approximate $160 million of additional debt from the refinancing and two equity raises over the last year. Moody's expects debt to EBITDA to fall from 4.8x at December 31, 2023 pro forma the refinancing into the low 4.0x range over the next 12-18 months. Moody's expects RadNet's cash to be used to fund acquisitions and de novo growth which Moody's expects to be further deleveraging. RATINGS RATIONALE RadNet's B1 CFR is constrained by its geographic concentration in seven states with most of its facilities located in California, New York and Maryland. Moody's estimates that the company's pro forma financial leverage was approximately 4.8x at the end of December 2023 on a Moody's adjusted basis. The rating is also constrained by the company's high fixed costs, including significant capital expenditures and sizeable interest expense after adjusting for operating lease expense. The company's rating benefits from its strong competitive position in its primary markets. The rating also benefits from the long-term trend of imaging volumes migrating away from hospitals to lower cost settings as well as the diversification of revenues through the multi-modality capabilities (including X-rays, CT scans, MRI, ultrasound and mammography) of RadNet's sites. The company's payor diversity is good with 56% of revenues sourced from commercial payors that offer higher reimbursement rates than government payors. The stable outlook reflects Moody's expectation that RadNet's debt to EBITDA will trend into the low 4.0x range over the next 12-18 months. The outlook also reflects Moody's expectation that RadNet will maintain very good liquidity. Moody's expects RadNet's liquidity to remain very good (SGL-1), supported by Moody's expectation of $60-70 million in annual free cash flow over the next 12 to 18 months and approximately $670 million in cash (including the cash of New Jersey Imaging Network) pro forma the April 2024 refinancing. Pro forma the refinancing, RadNet had an undrawn $250 million revolver and undrawn $50 million revolving credit facility at the company's New Jersey Imaging Network subsidiary. RadNet has modest mandatory annual amortization of its loans ($8 million) although its capital expenditure requirements are material given the need to maintain expensive diagnostic equipment. The Ba3 rating on Radnet's senior secured revolving credit facility and term loan is one notch higher than the company's B1 CFR. The senior secured credit facilities benefit from the cushion provided by the existence of a significant amount of unsecured trade payables and lease rejection claims. The revolver and the term loan are secured by a first lien on substantially all of RadNet's assets. ESG CONSIDERATIONS RadNet's CIS-4 indicates the rating is lower than it would have been if ESG risk exposure did not exist. RadNet has exposure to both social risks (S-4) and governance considerations (G-3). As a healthcare service provider, the company is expected to perform in compliance with industry regulations. From a governance perspective, the company is opportunistic with its M&A strategy, occasionally taking higher risks. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The company's ratings could be upgraded if it increases the scale and geographic diversification. Additionally, Moody's would consider an upgrade if the company's adjusted debt/EBITDA is sustained below 3.5x. Furthermore, a disciplined growth strategy and a stable reimbursement environment are needed for an upgrade. The ratings could be downgraded if the company's operating performance and/or liquidity position weaken. Quantitatively, Moody's could downgrade the rating if debt/EBITDA is sustained above 4.5x. RadNet Management, Inc. (a wholly-owned subsidiary of publicly traded RadNet, Inc.) is a provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States. The company has a network of 377 owned and/or operated outpatient imaging centers located in Arizona, California, Delaware, Florida, Maryland, New Jersey and New York. The company's services include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, diagnostic radiology (X-ray), fluoroscopy and other related procedures. Annual revenues are approximately $1.6 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. RALEIGH TBC: Seeks to Hire Wilson Jones & Griffin as Accountant --------------------------------------------------------------- Raleigh TBC, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Wilson, Jones & Griffin, P.A., as its accountant. The firm will act as the Debtor's accountant, bookkeeper and to process payroll taxes and returns during these proceedings. The firm's fees normally range from $125 to $2,000. Wilson, Jones & Griffin, nor any of its employees hold or represent an interest adverse to the estate and are disinterested persons, according to court filings. The firm can be reached through: Bridget Joyner Wilson, Jones & Griffin, PA 114 E 2nd St Washington, NC 27889 Telephone: (252) 946-0545 About Raleigh TBC, LLC Raleigh TBC, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 24-00489) on February 15, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by PAUL D. BRADFORD, PLLC. REALPAGE INC: Fitch Alters Outlook on 'B' LongTerm IDR to Stable ---------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) for RealPage Intermediate Holdings, Inc. and its wholly owned subsidiary, RealPage, Inc. at 'B'. Fitch has also affirmed RealPage Inc.'s first-lien secured revolver and term loan at 'B+'/'RR3' and the second-lien term loan at 'CCC+'/'RR6'. The Rating Outlook has been revised to Stable from Negative. Previously, Fitch stated that the Outlook would be revised to Stable if RealPage's leverage (as defined by Fitch) was around 7.0x and Fitch expects the company to be close to that at the end of 2023 while continuing to generate positive FCF, despite significant headwinds from a significant interest expense burden. Fitch remains concerned about the ongoing antitrust matters for the company which may take an extended period of time to be resolved. KEY RATING DRIVERS Reduced Leverage: Fitch now forecasts that RealPage's YE23 leverage will fall to 7.3x, down from 8.5x at the end of 2022. The improvement is due to revenue growth and EBITDA margin expansion. Results in the first nine months of 2023 demonstrated improved gross margins, lower operating expenses as a percentage of revenues, and now Fitch forecasts EBITDA margins to expand by 200 bps in 2023. Although leverage is currently high, Fitch expects continue EBITDA growth to bring leverage down to around 6.0x by the end of 2025 barring any large debt funded acquisitions. The sticky nature of the company's software solutions supports future cash flows. FCF Forecasted to Improve: In 2022, the company generated FCF margins in the mid-single digits, and, with a significantly higher interest expense in 2023, Fitch forecasts it to fall to the low single digits. Importantly, with EBITDA expansion and assumptions for lower interest rates in 2024 and 2025, Fitch projects FCF margins to improve to mid-single digits in 2024 and just over 10% beyond that. While (CFO-capex)/debt is forecast to be weak and in the very low single digits in 2023, Fitch forecasts improvements to be in the mid-single digits by 2025. Ongoing Litigation and DOJ Probe: One of RealPage's software offerings is revenue management software used to aid multifamily operators in pricing their rental units. RealPage, its sponsor, Thoma Bravo, and over 30 property managers are facing multiple class action lawsuits consolidated in Tennessee federal court over allegations that the software operates or may be used in an anticompetitive manner. The Washington, D.C. and Arizona attorneys general have filed similar lawsuits against RealPage and landlords as well. The Department of Justice launched a criminal investigation into RealPage and a number of multifamily property managers over such concerns in November 2023. This is in addition to the DOJ's Antitrust Division probe which began over a year ago. These matters are not likely to be resolved soon, and the outcomes remain unclear. Adverse rulings that materially impact the company's credit profile could result in negative rating action. Historically Acquisitive: In 4Q22, RealPage acquired Knock CRM, a provider of customer relationship management (CRM) and front office technology for the multifamily industry. Part of that acquisition was funded with debt drawn on the revolver. Approximately a year earlier, RealPage acquired HomeWiseDocs (HWD) which served approximately 1,300 home owner association (HOA) property management companies (PMCs) that manage approximately 9 million units in the U.S. During 3Q21, the company acquired G5 Search Marketing, a digital marketing, advertising and analytics solution provider for real estate and debt was also used to fund that. That was also funded with an add-on term loan. Fitch assumes that RealPage will continue to make tuck-in acquisitions opportunistically. Defensible Market Position: RealPage customers manage over 20 million units through North America, Europe and Asia. The company has grown to its current size by making well over 50 acquisitions. As the system of record for property managers, akin to an enterprise resource planning (ERP) software solution, RealPage's solution is difficult (and often not economically justified) to replace. Renewal rates are consistently in the high, the majority of revenues are subscription based and contracts are generally multi-year with mid-single digit price escalators. Significant Growth Opportunities: Total revenue have grown organically and through acquisitions. It has also grown through contractual price increases, rent payment inflation, and increased down market penetration (RealPages's SMB segment, defined as managing 5,000 or fewer units is just under 40% of revenue). Secular shifts towards increased electronic payments and digital leasing and resident management practices will likely drive RealPage's growth profile going forward. Fitch conservatively assumes RealPage's growth over the rating horizon will be mid-single digit. DERIVATION SUMMARY RealPage's elevated leverage, high recurring revenues and consistent positive FCF generation fit well with other 'B' rated issuers. While not a direct competitor, CoStar Group, Inc. (BBB/Stable) offers software solutions to manage commercial real estate and it generates twice as much revenue as RealPage. At the end of 2023, CoStar's leverage was low at 2.0x whereas Fitch expects RealPage's leverage to be 7.3x. These factors account for the rating differential between the two competitors. RealPage competes directly with a host of software providers to the real estate sector including property management software, cloud services, and software-enabled value-added services (e.g. applicant screening, CRM, marketing, Internet listing services and payment processing). In addition to CoStar, direct competitors include Yardi, Inc., Entrata, Inc. MRI Software LLC and AppFolio. RealPage has the largest end-market coverage spanning single/multifamily, affordable, senior, student, military, HOA and vacation. RealPage's software comprises approximately 30% of nationwide units under management. KEY ASSUMPTIONS - Revenues are forecasted to be up nearly 14% in 2023 followed by mid-single digit growth in the remaining forecast years; - Adjusted EBITDA margins in the mid-30's over the forecast horizon reflecting successful cost optimization in the first nine months of 2023; - Approximately $600 million spent on acquisitions to innovate the company's software offerings through 2027 largely funded with FCF; - Mid-single digit capex intensity; - No assumptions are made for dividends to the sponsor; - No assumptions are made of the ongoing antitrust matters since the outcomes are unknown. RECOVERY ANALYSIS KEY RECOVERY RATING ASSUMPTIONS Fitch's recovery analysis assumes RealPage would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has also assumed a 10% administrative claim. Fitch forecasts that RealPage's going concern (GC) EBITDA is $375 million which is unchanged from Fitch's last Recovery Rating analysis. To arrive at the GC EBITDA of $375 million, Fitch assumes that the company's customer churn increases and that RealPage loses clients to AppFolio and Yardi causing revenues to decline to $1.25 billion and that operating efficiencies are lost, reducing RealPage's EBITDA margins to 30%. An enterprise value (EV) multiple of 7.0x EBITDA is applied to the GC EBITDA to calculate a post-reorganization EV. The choice of this multiple considered the following factors the historical bankruptcy case study exit multiples for technology peer companies, which ranged from 2.6x to 10.8x. Of these companies, only five were in the software sector: Allen Systems Group, Inc. (8.4x), Avaya Inc. (2017: 8.1x and 2023: 7.5x); Aspect Software Parent, Inc. (5.5x), Sungard Availability Services Capital, Inc. (4.6x) and Riverbed Technology Software (8.3x). The highly recurring nature of RealPage's revenue and mission-critical nature of the product support the multiple being on the high end of the range. Fitch arrived at an EV of $2.6 billion. After applying the 10% administrative claim, an adjusted EV of $2.4 billion is available for claims by creditors. Fitch assumes a full draw on RealPage's proposed $250 million revolver. The resulting recovery for the 1L revolver and term loan is 'RR3' which notches the instrument rating up one from the IDR to 'B+'. For the 2L term loan, the Recovery Rating is 'RR6', which results in the instrument being notched down two from the IDR to 'CCC+'. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - EBITDA leverage sustained below 5.5x; - (CFO-capex)/debt sustained above 7%; - Expectation of sustained growth and/or margin outperformance to Fitch's expectation. Factors that could, individually or collectively, lead to a downgrade: - EBITDA leverage expected to be sustained above 7x beyond 2024; - (CFO-capex)/debt sustained below 3%; - EBITDA interest coverage expected to be sustained below 2.5x; - Material decline in market share or emergence of significant competitor or disruptor; - Failure to demonstrate timely progress towards expected margin expansion; - Adverse rulings for YieldStar and RealPage's antitrust matters which have a material impact on the credit profile. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch expects RealPage to maintain adequate liquidity. As of Sept. 30, 2023, the company had approximately $135 million of cash on hand and $120 million drawn on its $250 million revolver. The company's liquidity also benefits from the company's FCF generation. All of the company's debt is floating rate debt and consists of $3.234 billion of 1L TL which amortizes at 1% per annum due 2028 and $1 billion 2L TL due 2029. The revolver is due in 2026. ISSUER PROFILE RealPage, Inc., founded in 1998 and headquartered in Richardson, TX, is a leading global provider of software and data analytics to the real estate industry. Thoma Bravo acquired RealPage on April 22, 2021. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- RealPage, Inc. LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ Senior Secured 2nd Lien LT CCC+ Affirmed RR6 CCC+ RealPage Intermediate Holdings, Inc. LT IDR B Affirmed B REGAL PRESS: Seeks to Hire Murphy & King as Bankruptcy Counsel -------------------------------------------------------------- Regal Press Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Murphy & King, Professional Corporation as its bankruptcy counsel. The firm's services include: a. advising the Debtor with respect to its rights, powers and duties as debtor-in-possession in the continued operation of its business and management of its assets; b. advising the Debtor with respect to any plan of reorganization and any other matters relevant for the formulation and negotiation of a plan or plans of reorganization in the case; c. representing the Debtor at all hearings and matters pertaining to its affairs as debtor and debtor-in-possession; d. preparing, on the Debtor's behalf, all necessary and appropriate applications, motions, answers, orders, reports, and other pleadings and other documents, and review all financial and other reports filed in this Chapter 11 case; e. advising the Debtor with respect to, and assisting in the negotiation and documentation of, financing agreements, debt and related transactions; f. reviewing and analyzing the nature and validity of any liens asserted against the Debtor's property and advising the Debtor concerning the enforceability of such liens; g. advising the Debtor regarding its ability to initiate actions to collect and recover property for the benefit of his estate; h. advising the Debtor concerning executory contract and unexpired lease assumptions, lease assignments, rejections, restructurings and recharacterization of contracts and leases; i. reviewing and analyzing the claims of the Debtor's creditors, the treatment of such claims and the preparation, filing or prosecution of any objections to claims; j. commencing and conducting any and all litigation necessary or appropriate to assert rights held by the Debtor, protect assets of the Debtor's Chapter 11 estate or otherwise further the goal of completing the Debtor's successful reorganization other than with respect to matters to which the Debtor retains special counsel; and k. performing all other legal services and providing all other necessary legal advice to the Debtor as debtor-in-possession which may be necessary in the Debtor's bankruptcy proceeding. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm holds a retainer in the amount of $35,000. D. Ethan Jeffery, Esq., founder and director at Murphy & King, Professional Corporation, 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: D. Ethan Jeffery, Esq. MURPHY & KING, PROFESSIONAL CORPORATION One Beacon Street 21st Floor Boston, MA 02108 Tel: (617) 226-3410 Fax: (617) 305-0614 Email: ejeffery@murphyking.com About The Regal Press, Inc. The Regal Press, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-10485) on March 13, 2024. In the petition signed by William N. Duffey, Jr., president, the Debtor disclosed up to $10 million in assets and up to $20 million in liabilities. Judge Christopher J. Panos oversees the case. D. Ethan Jeffery, Esq., at MURPHY & KING, PROFESSIONAL CORPORATION, represents the Debtor as legal counsel. REGAL PRESS: Seeks to Tap Grey Swan Partners as Financial Advisor ----------------------------------------------------------------- Regal Press Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Grey Swan Partners LLC as its financial advisor. The firm's services include: a. budgeting and related reporting requirements, including assisting the Debtor in preparing 13-week cash flow analyses; b. monitoring and helping manage short term liquidity, with the use of the 13-week cash flow; c. analyzing accounts payable, accounts receivable, inventory and other areas of cash flow optimization; d. making recommendations and carrying out negotiations, if agreed by the Debtor, in accounts payable, accounts receivable, and inventory and other areas, including lease negotiations if applicable; e. helping the Debtor in negotiations with various parties-in-interest, including lenders, equity holders and others to extend/negotiate terms and/or provide funding sources; f. supporting the Debtor in such matters as the Board of Directors and company management shall request or require from time to time; g. assisting with payroll processing and reporting; and h. providing other Chapter 11 services customarily provided by a financial advisor, including preparation of required monthly operating reports. The Firm has agreed to accept $75 per hour for this engagement. During this case, the firm has requested that it receive compensation for services rendered to the Debtor after the Petition Date at a flat fee of $750 per week. As disclosed in the court filing, Grey Swan Partners is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Manley, CFA Grey Swan Partners LLC 4630 NE Indian River Drive Jensen Beach, FL 34957 About The Regal Press, Inc. The Regal Press, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-10485) on March 13, 2024. In the petition signed by William N. Duffey, Jr., president, the Debtor disclosed up to $10 million in assets and up to $20 million in liabilities. Judge Christopher J. Panos oversees the case. D. Ethan Jeffery, Esq., at MURPHY & KING, PROFESSIONAL CORPORATION, represents the Debtor as legal counsel. RENO CITY CENTER: Seeks to Tap Harris Law Practice as Co-Counsel ---------------------------------------------------------------- Reno City Center Owner LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Harris Law Practice LLC as co-counsel. The firm's services include: a. examining and preparing documents and reports as required by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and Local Bankruptcy Rules; b. preparing applications and proposed orders to be submitted to the Court; c. identifying and prosecuting of claims and causes of action assertable by Debtor on behalf of the estate; d. examining proofs of claims anticipated to be filed and the possible prosecution of objections to certain claims; e. advising the Debtor and preparing documents in connection with the contemplated operation of the Debtor's business; f. assisting and advising the Debtor in performing other official functions as set forth in Section 521 of the Bankruptcy Code; and g. advising and preparing a plan of reorganization, and related documents, and confirmation of said plan, as provided in Section 1189, et se. of the Bankruptcy Code. The firm will be paid at these rates: Stephen R. Harris, Esq. $635 per hour Norma Guariglia, Esq. $475 per hour Paraprofessional services, Esq. $175 per hour The firm received a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen Harris, a partner at Harris Law Practice LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Stephen R. Harris, Esq. HARRIS LAW PRACTICE LLC 850 E. Patriot Blvd., Suite F Reno, NV 89511 Tel: (775) 786-7600 Email: steve@harrislawreno.com About Reno City Center Owner LLC Reno City Center is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Reno City Center Owner LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case no. 24-50152) on February 16, 2024, listing $100 million to $500 million in both assets and liabilities. The petition was signed by Kirk Walton, Managing Member of GPWM QOF Manager LLC, its Manager. Judge Hilary L Barnes presides over the case. Elizabeth Fletcher, Esq. at Fletcher & Lee represents the Debtor as counsel. RESHAPE LIFESCIENCES: Incurs $11.4 Million Net Loss in 2023 ----------------------------------------------------------- ReShape Lifesciences Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $11.38 million on $8.68 million of revenue for the year ended Dec. 31, 2023, compared to a net loss of $46.21 million on $11.24 million of revenue for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $10.66 million in total assets, $4 million in total liabilities, and $6.66 million in total stockholders' equity. Irvine, California-based RSM US LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and negative cash flows. The Company currently does not generate revenue sufficient to offset operating costs and anticipates such shortfalls to continue. This raises substantial doubt about the Company's ability to continue as a going concern. ReShape said "We currently do not generate revenue sufficient to offset operating costs and anticipate such shortfalls to continue, partially due to the introduction of GLP-1 pharmaceuticals and the unpredictability of COVID-19, which has resulted and may continue to result in a slow-down of elective surgeries and restrictions in some locations, and supply chain disruptions. As of December 31, 2023, we had net working capital of approximately $6.5 million, primarily due to cash and cash equivalents and restricted cash of $4.6 million. Additionally, our anticipated expansion of our product portfolio and future products may not come to fruition. Our principal source of liquidity as of December 31, 2023 consisted of approximately $4.6 million of cash and cash equivalents and restricted cash and $1.7 million of accounts receivable. Based on our available cash resources, we may not have sufficient cash on hand to fund our current operations for more than 12 months from the date of filing this Form 10-K." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1427570/000155837024004559/rsls-20231231x10k.htm About ReShape Lifesciences ReShape Lifesciences Inc. (Obalon Therapeurtics, Inc.) is a weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. RISKON INTERNATIONAL: All Three Proposals Passed at Annual Meeting ------------------------------------------------------------------ RiskOn International, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 29, 2024, the Company convened its 2024 Annual Meeting of Shareholders, during which the shareholders: (1) Elected Milton C. Ault, Henry Nisser, Robert O. Smith, Emily Pataki, Gary Metzger, and Steve Smith to hold office until the next annual meeting of shareholders. (2) Ratified RBSM LLP, as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2024. (3) Approved, on a non-binding advisory basis, the compensation of the Company's named executive officers. As of the close of business on February 20, 2024, the record date for the Annual Meeting, there were 33,591,900 votes entitled to be cast at the Annual Meeting in the aggregate, comprised of 32,634,808 shares of common stock, 293,725 shares of common stock underlying the Company's outstanding Series A Convertible Redeemable Preferred Stock and 663,367 shares of common stock underlying the Company's outstanding Series D Convertible Redeemable Preferred Stock. Shareholders were entitled to one vote for each share of common stock held by them. At the Annual Meeting, the shareholders voted on and approved all three proposals. About RiskOn International Founded in 2011, RiskOn International, Inc. (formerly known as BitNile Metaverse, Inc.) owns 100% of BNC, including the BitNile.com metaverse platform. The Platform, which went live to the public on March 1, 2023, allows users to engage with a new social networking community and purchase both digital and physical products while playing 3D immersive games. In addition to BNC, the Company also owns two non-core subsidiaries: approximately 66% of Wolf Energy Services Inc. (OTCQB: WOEN) indirectly and approximately 89% of Agora Digital Holdings, Inc. directly. RiskOn also owns approximately 70% of White River Energy Corp (OTCQB: WTRV). RiskOn reported a net loss of $87.36 million on zero revenue for the year ended March 31, 2023, compared to a net loss of $10.55 million on $27,182 of revenues for the year ended March 31, 2022. As of December 31, 2023, the Company had $101,487 in cash and cash equivalents. The Company believes that the current cash on hand is not sufficient to conduct planned operations for one year from the issuance of the condensed consolidated financial statements, and it needs to raise capital to support its operations, raising substantial doubt about its ability to continue as a going concern. The Company acquired BitNile.com in March 2023, which has generated nominal revenue as of December 31, 2023. Its ability to continue as a going concern is dependent on its obtaining adequate capital to fund operating losses until it establishes continued revenue streams and become profitable. Management's plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is unable to obtain the necessary additional financing on a timely basis, it will be required to delay, reduce or perhaps even cease the operation of its business, according to the Company's Quarterly Report for the period ended Dec. 31, 2023. RJQ COMPANIES: Taps Reynolds Law Corp. as Bankruptcy Counsel ------------------------------------------------------------ RJQ Companies, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire 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) provide other necessary legal services. The firm received $21,738 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 RJQ Companies RJQ Companies, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 24-20882) on March 5, 2024, with $500,001 to $1 million in both assets and liabilities. Judge Fredrick E. Clement presides over the case. Stephen M. Reynolds, Esq., represents the Debtor as legal counsel. RLI SOLUTIONS: Seeks to Hire Hilco Real Estate as Broker -------------------------------------------------------- RLI Solutions Company seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Hilco Real Estate, LLC as its broker. The broker will render these services: a. meet with the Debtor to ascertain the Debtor's goals, objectives, and financial parameters in selling the properties; b. solicit interested parties for the sale of each property and marketing of each Property for sale through an accelerated sales process; and c. negotiate the terms of the sale of each property. Hilco will be compensated as follows: a. A commission of 5 percent of the gross sale proceeds for the applicable property. b. In the event a Property is sold to a lender or other third party by virtue of a credit bid, Hilco shall earn a fee equal to 4 percent of the full amount of such successful credit bid for the applicable property, as well as any other cash and non-cash consideration comprising the final purchase price of the applicable Property. c. In the event a property is sold to a previous purchaser, Hilco shall earn a fee equal to 4 percent of the gross proceeds for the applicable property. Hilco is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as disclosed in the court filings. The firm can be reached through: Eric W. Kaup Hilco Real Estate, LLC 5 Revere Dr, Suite 206 Northbrook, IL 60062 Email: ekaup@hilcoglobal.com About RLI Solutions Company RLI Solutions Company, doing business as Ronald Lane Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-21375) on July 17, 2022, listing as much as $10 million in both assets and liabilities. Christopher Lane, president of RLI Solutions Company, signed the petition. Judge Thomas P. Agresti oversees the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik is the Debtor's legal counsel. RODNEY D. WELCH: Hires James W. Spivey II as Bankruptcy Counsel --------------------------------------------------------------- Rodney D. Welch Insurance Agency, Inc. seeks approval from the U.S. Bankruptcy Court for the James W. Spivey II, A Professional Law Corporation, as its counsel. The firm will provide legal advice to the Debtor with respect to its powers and duties as debtor-in-possession in the management of the Debtor's property and to perform all legal services for the debtor-in-possession which may be necessary. The firm will be paid a flat fee of $10,000. The firm received from the Debtor $4,462 as filing fee. James W. Spivey II, Esq., a partner at James W. Spivey II, A Professional Law Corporation, 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: James W. Spivey II, Esq. James W. Spivey II, A Professional Law Corporation 1515 North 7th Street West Monroe, LA 71291 Tel: (318) 387-3666 About Rodney D. Welch Insurance Agency Rodney D. Welch Insurance Agency, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. La. Case No. 24-30261) on February 28, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge John S. Hodge presides over the case. James W. Spivey, II, Esq., at James W. Spivey Ii, Attorney At Law represents the Debtor as legal counsel. ROYAL JET: Seeks to Hire Victory Advanced Insurance as Accountant ----------------------------------------------------------------- Royal Jet Car Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Victory Advanced Insurance & Tax Services LLC as its accountant. The firm will render these services: a) gather and verify all pertinent information required to compile and prepare monthly operating reports; and b) prepare monthly operating reports for the debtor in Bankruptcy Case: 1-23-42508-jmm. The preparation of operating reports, reviewing of bank statements, consulting and reviewing of all Debtor's financial documents becomes available for the case will be billed at rate of $300 per report. The expected estimate monthly cost of services is $300. Victory Advanced Insurance & Tax Services LLC received an initial retainer fee in the amount of $500 from the Debtor. As disclosed in the court filings, Victory Advanced Insurance & Tax Services LLC does not hold or represent an adverse interest to the estate, and is a disinterested person, as that term is defined in 11 U. S. C. Sec. 101(14). The firm can be reached through: Roman Izyayev Victory Advanced Insurance & Tax Services LLC 92-29 Queens Blvd New York, NY 11374 Tel: (718) 459-3775 About Royal Jet Car Corp. Royal Jet Car Corp. sought protection for relief under CHapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-42508) on July 18, 2023, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Jil Mazer-Marino presides over the case. Alla Kachan, Esq. at the Law Offices Of Alla Kachan P.C. represents the Debtor as counsel. RVR DEALERSHIP: Moody's Cuts CFR to B3 & Alters Outlook to Negative ------------------------------------------------------------------- Moody's Ratings downgraded RVR Dealership Holdings, LLC's ("RV Retailer") corporate family rating to B3 from B2, its probability of default rating to B3-PD from B2-PD and its senior secured term loan rating to B3 from B2. The outlook has been changed to negative from stable. The downgrades reflect RV Retailer's very high lease-adjusted debt/EBITDA of about 12x as of December 31, 2023 and low EBIT/interest coverage of about 0.8x, driven by the significant discounting of overstocked RVs during 2023, which hurt gross margins, as well as the tepid consumer demand environment owing to the high cost of financing RVs. RV Retailer's products are also generally high-priced, premium products and this aspect of its business model makes the company more susceptible to cyclical swings. RATINGS RATIONALE RV Retailer's B3 CFR reflects Moody's view that business conditions for RV retailing will remain challenging in 2024 as well as the highly cyclical nature of RV demand, especially for RV Retailer given its focus on selling high-end RVs. Moody's expects that RV Retailer's lease-adjusted debt/EBITDA will remain elevated around 8x at the end of 2024 and EBIT/interest to be about 1.3x. The improvement in credit metrics from 2023 is dependent on a healthier supply environment for new RVs that aligns more closely with underlying demand. However, the potential for demand to remain subdued or even worsen as a result of high interest rates, and the potential for supply to not adapt quickly enough, could translate into EBIT/interest coverage sustained below 1x and cause free cash flow to turn negative for RV Retailer in 2024. This risk drives the change in the outlook to negative from stable. The B3 CFR is supported by RV Retailer's solid market share as the second largest RV Retailer in a highly fragmented segment and its diversified revenue streams between new and used vehicles, finance & insurance and parts & service. The B3 is also supported by RV Retailer's $150 million revolving credit facility and $1.2 billion floor plan facility that expire in February 2026 and its $800 million senior secured term loan that comes due in February 2028, which provides runway to demonstrate business recovery. The rating continues to be constrained by governance considerations, including the potential for debt-funded acquisitions of RV dealerships and/or debt-funded dividends over the longer term. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if liquidity weakens for any reason. The ratings could also be downgraded if operating performance declines or if a more aggressive financial strategy is adopted. Specifically, ratings could be downgraded if operating margins remain depressed, free cash flow turns negative and if EBIT/interest expense is sustained below 1.0x. The ratings could be upgraded if revenue and earnings grow consistently and if at least adequate liquidity is maintained, including sustained and solid positive free cash flow. Quantitatively, the ratings could be upgraded if debt/EBITDA is sustained below 5.75x and EBIT/interest expense is sustained above 1.75x through an industry cycle and if RV Retailer maintains financial policies that support metrics at these levels. Headquartered in Florida, RV Retailer operates 102 dealerships across 33 states with a significant presence in Texas. The company does business under the Blue Compass RV brand and is among the top two RV dealership groups in the United States. For 2023, revenue was approximately $2.7 billion. The company is majority owned by Redwood Holdings. The principal methodology used in these ratings was Retail and Apparel published in November 2023. SALON 8736: Hires Frost & Associates LLC as Counsel --------------------------------------------------- Salon 8736, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Frost & Associates, LLC as counsel. The firm will provide these services: a. prepare bankruptcy petitions, schedules, and financial statements for filing; b. provide the Debtor with legal advice with respect to their powers and duties pursuant to the Bankruptcy Code; c. prepare on behalf of the Debtor all necessary applications, answers, orders, reports, and other legal papers; d. assist in analyses and representation with respect to lawsuits to which the Debtor are or may be a party; e. negotiate, prepare, file and seek approval of a plan of reorganization; f. represent the Debtor at all hearings, meetings of creditors and other proceedings; and g. perform all other legal services for the Debtor which may be necessary to serve the best interests of the Debtor and their bankruptcy estate in this proceeding. Such services may include, at the Debtor's request, legal representation with respect to litigation, securities, transactional, tax and other matters, and Chapter 7 liquidation The firm will be paid at the rates of $525 to $645 per hour for attorneys, and $100 to $265 per hour for paralegals, legal assistants and law clerks. The firm received an advanced retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel A. Staeven, Esq., a partner at Frost & Associates, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Daniel A. Staeven Frost & Associates, LLC 839 Bestgate Rd. Ste. 400 Annapolis, MD 21401 Tel: (410) 497-5947 Email: daniel.staeven@frosttaxlaw.com About Salon 8736, Inc. Salon 8736, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 24-12137) on March 14, 2024. The Debtor hires Frost & Associates, LLC as counsel. SAUK PRAIRIE: Moody's Affirms 'Ba2' Rating on Revenue Bond ---------------------------------------------------------- Moody's Ratings has affirmed Sauk Prairie Healthcare, Inc.'s (WI) (SPH) Ba2 revenue bond rating. The outlook remains stable. SPH had approximately $52 million of debt outstanding at fiscal year-end 2023. The affirmation reflects SPH's solid operating performance which will allow for the maintenance of sound liquidity. RATINGS RATIONALE The Ba2 is supported by SPH's good market position as a community provider that will be undergirded by continued service line and capacity growth. Operating cash flow (OCF) margins will remain in the 7-8% range through fiscal 2024, while liquidity will provide for at least 185 days cash on hand. SPH's very favorable payor mix (approx. 47% commercial payors) and strong demand for orthopedic services will allow for continued topline growth despite SPH's small scale. Management will continue to pursue opportunities to expand SPH's market reach and rural reimbursement in the competitive Madison service area. Leverage as measured by debt to operating revenue (expected to be 39% in FY24) and debt to cash flow (in the 4-4.5x range) will remain elevated, but indirect liabilities are low and the system's unrestricted cash will ensure good headroom to covenants. RATING OUTLOOK The stable outlook reflects SPH's sustainable OCF margins that will remain around 7-8% enabling maintenance of good liquidity (around 185 days cash on hand for fiscal 2024). FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Durably strengthened operating performance with OCF margins sustained at high single to low double digits -- Improved operating leverage including debt to revenue approaching 30% -- Absolute liquidity growth with cash to debt above 150% which would help mitigate the system's smaller scale -- Increased market reach and capacity supporting continued revenue growth FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Material weakening of operating performance, including OCF margins sustained at low single digits or reduced headroom to 100 days cash covenant -- Significant increase in debt leading to weaker leverage, including debt to cash flow above 5x and cash to debt below 100% -- Adverse change in market dynamics materially weakening patient volumes or payor mix LEGAL SECURITY The Series 2013A bonds are secured by a joint and several security interest in Pledged Revenues of the Obligated Group and a mortgage on SPH. Sauk Prairie Memorial Hospital, Inc. is the only member of the Obligated Group. MTI covenants include a minimum cash on hand of 100 days and a minimum historical debt service coverage ratio of 1.25x. Both covenants are measured on a rolling twelve month basis. Sauk Prairie Healthcare maintains adequate coverage to both covenants. PROFILE SPH is a 36 staffed bed hospital located in the Village of Prairie du Sac, WI. Prairie du Sac is located approximately 27 miles northwest of downtown Madison. While SPH competes with the three health systems based in Madison, the hospital also maintains referral partnerships with all three Madison providers and contracts with each of their respective provider-owned health plans. METHODOLOGY The principal methodology used in this rating was US Not-for-profit Healthcare published in February 2024. SIENTRA INC: Committee Hires Cole Schotz P.C. as Co-Counsel ----------------------------------------------------------- The official committee of unsecured creditors of Sientra, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Cole Schotz P.C. as co-counsel. The firm's services include: a. serving as Delaware co-counsel to the Committee; b. providing legal advice with respect to the Committee's powers, rights, duties and obligations in the Chapter 11 Cases; c. assisting and advising the Committee in its consultations with the Debtors regarding the administration of the Chapter 11 Cases; d. assisting the Committee in reviewing and negotiating terms for unsecured creditors with respect to (i) the use of cash collateral, (ii) any sale of the Debtors' assets, including negotiating bid procedures and proposed asset purchase agreements, (iii) the confirmation of a chapter 11 plan, and (iv) other requests for relief which would impact unsecured creditors; e. investigating the liens asserted by the Debtors' lenders and any potential causes of action against the Debtors' lenders; f. advising the Committee on the corporate aspects of the Debtors' Chapter 11 Cases and any plan(s) or other means to effect the Debtors' restructuring that may be proposed in connection therewith and participation in the formulation of any such plan(s) or means of implementing the restructuring, as necessary; g. taking all necessary actions to protect and preserve the estates of the Debtors for the benefit of unsecured creditors, including the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the investigation of the prior operation of the Debtors' businesses and the investigation and prosecution of estate claims, causes of action and any other matters relevant to the Chapter 11 Cases; h. preparing on behalf of the Committee all necessary motions, applications, complaints, answers, orders, reports, papers and other pleadings and filings in connection with the Committee's duties in the Chapter 11 Cases; i. advising and representing the Committee in hearings and other judicial proceedings in connection with all necessary motions, applications, objections and other pleadings and otherwise protecting the interests of those represented by the Committee; and j. performing all other necessary legal services as may be required and authorized by the Committee that are in the best interests of unsecured creditors. The firm will be paid at these rates: Members $550 to $1475 per hour Associates and Special Counsel $350 to $750 per hour Law Clerks $350 per hour Paralegals $260 to 440 per hour Litigation Support Specialist $405 to 510 per hour The following is provided in response Paragraph D.1. of the Revised UST Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference? Response: No. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Cole Schotz expects to develop a prospective budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which Cole Schotz reserves all rights. Justin Alberto, Esq., a partner at Cole Schotz, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Justin R. Alberto, Esq. Patrick J. Reilley, Esq. Stacy L. Newman, Esq. Jack M. Dougherty, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Tel: (302) 652-3131 Fax: (302) 652-3117 Email: jalberto@coleschotz.com preilley@coleschotz.com snewman@coleschotz.com jdougherty@coleschotz.com About Sientra Inc. Sientra Inc. is a surgical aesthetics company in Irvine, Calif. Sientra and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-10245) on Feb. 12, 2024. Ronald Menezes, president and chief executive officer, signed the petitions. As of Sept. 30, 2023, Sientra reported $139,933,000 in assets and $171,978,000 in liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Kirkland & Ellis and Pachulski Stang Ziehl & Jones, LLP as legal counsels; Berkeley Research Group, LLP as restructuring advisor; and Miller Buckfire and unit Stifel as investment banker. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. SIENTRA INC: Committee Hires Province LLC as Financial Advisor -------------------------------------------------------------- The official committee of unsecured creditors of Sientra, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Province, LLC as financial advisor. The firm's services include: a. familiarizing with and analyzing the Debtors' DIP budget, assets and liabilities, and overall financial condition; b. reviewing financial and operational information furnished by the Debtors; c. monitoring the sale process, interfacing with the Debtors' professionals, and advising the Committee regarding the process; d. scrutinizing the economic terms of various agreements, including, but not limited to, various professional retentions; e. analyzing the Debtors' proposed business plans and developing alternative scenarios, if necessary; f. assessing the Debtors' various pleadings and proposed treatment of unsecured creditor claims therefrom; g. preparing, or reviewing as applicable, avoidance action and claim analyses; h. assisting the Committee in reviewing the Debtors' financial reports, including, but not limited to, statements of financial affairs, schedules of assets and liabilities, DIP budgets, and monthly operating reports; i. advising the Committee on the current state of these chapter 11 cases; j. advising the Committee in negotiations with the Debtors and third parties as necessary; k. if necessary, participating as a witness in hearings before the Court with respect to matters upon which Province has provided advice; and l. other activities as are approved by the Committee, the Committee's counsel, and as agreed to by Province. The firm will be paid at these rates: Managing Directors and Principals $870 to $1,450 per hour Vice Presidents, Directors, and Senior Directors $690 to $950 per hour Analysts, Associates, and Senior Associates $370 to $700 per hour Other/Para-Professional $270 to 410 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul Navid, a a managing director at Province, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Paul Navid Province, LLC 2360 Corporate Circle, Suite 340 Henderson, NV 89074 Tel: (702) 685-5555 Email: pnavid@provincefirm.com About Sientra Inc. Sientra Inc. is a surgical aesthetics company in Irvine, Calif. Sientra and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-10245) on Feb. 12, 2024. Ronald Menezes, president and chief executive officer, signed the petitions. As of Sept. 30, 2023, Sientra reported $139,933,000 in assets and $171,978,000 in liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Kirkland & Ellis and Pachulski Stang Ziehl & Jones, LLP as legal counsels; Berkeley Research Group, LLP as restructuring advisor; and Miller Buckfire and unit Stifel as investment banker. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. SINCLAIR BROADCAST: Appoints David Gibber as EVP, CLO ----------------------------------------------------- Sinclair, Inc. and Sinclair Broadcast Group, LLC disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 27, 2024, the Company entered into an employment agreement with David B. Gibber, effective as of January 1, 2024. Under the terms of the Agreement, Gibber was promoted to Executive Vice President and Chief Legal Officer, effective as of the date of the Agreement. Under the Agreement, he is entitled to an annual base salary of $950,000 retroactive to January 1, 2024 for calendar year 2024 and $980,000 for each of calendar years 2025 and 2026. Gibber is also entitled to receive (i) an annual cash bonus of at least $350,000 for calendar year 2024, (ii) quarterly performance bonuses of $50,000 per quarter for calendar year 2024, and (iii) an annual performance bonus of $575,000 for calendar year 2025 and $675,000 for calendar year 2026, in each case subject to achievement of criteria determined by the compensation committee of the board of directors of the Company. Gibber is also eligible to receive a distribution performance bonus of $250,000 for each of calendar years 2025 and 2026 based on achievement of criteria set forth in the Agreement. Gibber will also receive the following equity grants: (a) an initial grant of the Company's Class A common stock with a grant date value of $1,000,000, which shall vest entirely on January 1, 2028; (b) annual Restricted Stock grants with a grant date value of $600,000 for calendar year 2024, $700,000 for calendar year 2025, and $800,000 for calendar year 2026; and (c) for the calendar year 2024, an annual grant of stock-settled stock appreciation rights with a grant date value of $350,000, and if the Company grants other similarly situated executive employees SARs relating to calendar year 2025 or 2026, Gibber shall also be granted SARs with the grant date value of $350,000 for such calendar year. Gibber is also eligible for discretionary bonuses in the form of cash or equity as determined by the Compensation Committee of the Board in its sole and absolute discretion for acquisitions made by Sinclair Ventures, LLC. All such equity awards will be issued pursuant to the terms of the Company's 2022 Stock Incentive Plan. Any increases to Gibber's base salary, cash bonus or equity incentive opportunities for future calendar years shall be determined by the Compensation Committee. If Gibber has been continually employed through June 1, 2029, the Company will pay a one-time cash bonus of $2,500,000 to Gibber on January 31, 2032, or within thirty days following his termination date in the case of his termination of employment after June 1, 2029 either due to death or disability or for any reason either within 12 months prior to or following a Change in Control. In the event of certain corporate transactions happening prior to June 1, 2029, and provided that Gibber is continuously employed through the consummation of such transaction, he will receive the One-Time Bonus at such time (and not at a later date). Gibber is also entitled to the following severance benefits, in addition to any earned but unpaid normal compensation and benefits as of the termination date: (i) in the case of his death or termination due to disability, prorated bonus amounts and a payout of unused vacation; and (ii) in the case of his termination without Cause or his resignation for Good Reason, or a termination for any reason either within 12 months prior to or following a Change in Control, (a) a lump-sum cash payment in an amount equal to 12 months' worth of Gibber's then current total compensation (comprised of his then-current base salary and the average of cash bonuses paid over the previous two years) subject to execution of a release of claims, (b) the amount of the One-Time Bonus, if the One-Time Bonus was not previously earned and paid by the Company or the Employee was employed on June 1, 2029, and (c) a payout of unused vacation. The Agreement also contains non-competition and confidentiality restrictions on Gibber. About Sinclair Broadcast Group Headquartered in Hunt Valley, Cockeysville, Maryland, Sinclair Broadcast Group, Inc. operates as a television broadcasting company. As of September 30, 2023, the Company had $6.083 billion in total assets against $5.499 billion in total liabilities. * * * Egan-Jones Ratings Company, on December 6, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Sinclair Broadcast Group, Inc. EJR also withdraws the rating on commercial paper issued by the Company. SPIRIT AIRLINES: Inks Deal With Int'l Aero Over GTF Engine Issues ----------------------------------------------------------------- Spirit Airlines, Inc. disclosed in Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 26, 2024, Spirit entered into an agreement with International Aero Engines, LLC, an affiliate of Pratt & Whitney pursuant to which IAE will provide Spirit with a monthly credit through the end of 2024, subject to certain conditions, as compensation for each Spirit aircraft unavailable for operational service due to GTF engine issues. As previously disclosed, in July 2023, Pratt & Whitney announced that it had determined that a rare condition in the powdered metal used to manufacture certain engine parts would require accelerated inspection of the PW1100G-JM geared turbofan fleet, which powers the A320neo aircraft. Pratt & Whitney notified Spirit that nearly all GTF engines in its fleet, including potentially the engines slotted for near term future aircraft deliveries would be subject to the removal and inspection, or replacement, of the powdered metal impacted parts. As a result, Spirit has removed engines from service and grounded some of its A320neo aircraft for inspection requirements. The estimated impact of the Agreement on Spirit's liquidity is currently expected to be between $150 million and $200 million, primarily determined by the number of days accumulated in 2024 in which Spirit aircraft are unavailable for operational service due to GTF engine issues. Pursuant to the Agreement, Spirit agreed to release IAE and its affiliates from claims related to the impacted engines that have accrued or may accrue prior to December 31, 2024. Spirit intends to discuss appropriate arrangements with Pratt & Whitney in due course for any Spirit aircraft that remain unavailable for operational service after December 31, 2024. 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. ST. IVES RV RESORT: Sylvia Mayer Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 7 appointed Sylvia Mayer, Esq., at S. Mayer Law, PLLC as Subchapter V trustee for St. Ives RV Resort LLC. Ms. Mayer will be paid an hourly fee of $450 for her services as Subchapter V trustee and an hourly fee of $195 for paralegal services. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Ms. Mayer declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Sylvia Mayer, Esq. S. Mayer Law, PLLC P.O. Box 6542 Houston, TX 77265 Telephone: (713) 893-0339 Facsimile: (713) 661-3738 Email: smayer@smayerlaw.com About St. Ives RV Resort St. Ives RV Resort LLC owns and operates RV Park and campsites. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 24-80083) on March 28, 2024, with $1,521,677 in assets and $5,038,189 in liabilities. Jay Pasala, president, signed the petition. Judge Jeffrey P. Norman presides over the case. Robert C Lane, Esq. at THE LANE LAW FIRM represents the Debtor as legal counsel. ST. MARGARET'S HEALTH: Hires Centurion Service as Auctioneer ------------------------------------------------------------ St. Margaret's Health - Peru and its affiliate seek approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Centurion Service Group, LLC as auctioneer. The firm will auction the Debtors' remaining saleable assets and equipment located at 600 East First Street, Spring Valley, IL, 1916 North Main Street, Princeton, IL and 4391 Venture Drive, Peru, IL. The firm will be paid as follows: a. The firm will advance the amount of $825,000 ("Guarantee") to the Debtors within 48 hours of entry of the Auction Approval Order; b. The firm shall be entitled to 100 percent of the "Net Proceeds" up to $900,000 ("Net Proceeds Threshold") and 10 percent of Net Proceeds that exceed the Net Proceeds Threshold; c. The Debtors shall be entitled to 90 percent of the Net Proceeds that exceed the Net Proceeds Threshold; d. The firm will charge purchasers a premium of 20 percent on the Sales Price ("Purchasers Premium"), which will be charged to purchasers on top of the Sales Price and shall not diminish the Debtor's share of Net Proceeds. Auctioneer shall retain 100 percent of the Purchasers Premium; and e. The firm will distribute the Debtors' share of Net Proceeds to the Debtors within 10 days after the Auction closes. Jim McCoy, chief executive at Centurion Service Group, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jim McCoy Centurion Service Group, LLC 5451 Lakeview Pkwy S Drive Indianapolis, IN 46256 Tel: (877) 874-6339 About St. Margaret's Health - Peru St. Margaret's Health-Peru and St. Margaret's Health-Spring Valley are providers of healthcare services. The Debtors filed Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 23-11641) on Aug. 31, 2023. At the time of the filing, the Debtors reported $10 million to $50 million in both assets and liabilities. Judge David D. Cleary oversees the cases. Howard L. Adelman, Esq., at Adelman & Gettleman, Ltd., serves as the Debtors' legal counsel. Hinshaw & Culbertson LLP as special counsel. Huron Consulting Services LLC as financial advisor. Epiq Corporate Restructuring, LLC as its noticing, claims, and balloting agent. STOWERS TRUCKING: Seeks to Hire Trucks Inc as Sales Agent --------------------------------------------------------- Stowers Trucking, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Todd Young and Trucks Inc. as its sales agent. The firm will assist the Debtor in selling of its vehicles, equipment and personal property free and clear of liens. Mr. Young assured the court that his firm does not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Todd Young TRUCKS, INC. 2540 Pennsylvania Ave Charleston, WV 25302 Phone: (304) 395-0953 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. STRATEGIES 360: Eric Sorenson Out as Committee Member ----------------------------------------------------- Gregory Garvin, Acting U.S. Trustee for Region 18, disclosed in a court filing that as of April 2, these creditors are the remaining members of the official committee of unsecured creditors in Strategies 360, Inc.'s Chapter 11 case: 1. Michael Deaver Live Strategies Group 124 South 400 East, Suite 310 Salt Lake City, UT 84111 Phone: 801-245-9329 Email: mike@livestrategiesgroup.com 2. Jake Posey The Posey Law Firm, P.C. 408 W. 11th Street, Fifth Floor Austin, TX 78701 Phone: 512-646-0828 Email: jake@cposeylaw.com Eric Sorenson was previously identified as member of the creditors committee. His name no longer appears in the new notice. About Strategies 360 Strategies 360, Inc. is a full-service research, public affairs, and communications firm in Seattle, Wash. Strategies 360 filed Chapter 11 petition (Bankr. W.D. Wash. Case No. 23-12303) on Nov. 27, 2023, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Timothy W. Dore oversees the case. Thomas A. Buford, Esq., at Bush Kornfeld, LLP is the Debtor's bankruptcy counsel while Holzman Horner, PLLC is its employee stock ownership program (ESOP). Gregory Garvin, Acting U.S. Trustee for Region 18, appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by DBS Law. STRATIS CORP: Seeks to Tap RE/MAX Distinguished Homes as Broker --------------------------------------------------------------- Stratis Corp. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ George Campolo of RE/MAX Distinguished Homes and Properties as real estate broker. The firm will provide these services: a. provide advice and guidance to the Debtor and Debtor's counsel as to market conditions and strategies to maximize the value of the property for sale; b. market and list the property for sale; c. consult and advise Debtor and Debtor's counsel with regard to negotiation of price and terms of potential sales; d. provide such other necessary services typically provided by brokers listing commercial properties in the geographic area of the Property, including showing the property at appropriate times; and e. provide the appropriate reports and affidavits to the Court relating to the sales process and ultimate purchaser. The firm will be paid a commission of 4 percent the total sales price. George Campolo, licensed associate broker with with RE/MAX Distinguished Homes, 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: George Campolo RE/MAX Distinguished Homes and Properties 273 Columbus Avenue 56Tuckahoe, NY 10707 Phone: (914) 346-8255 About Stratis Corp. Stratis Corp. owns a restaurant specializing in Italian cuisine. Stratis Corp. D/B/A Casa Rina Restaurant filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22617) on August 18, 2023. The petition was signed by Tommy Stratigakas as president. At the time of filing, the Debtor estimated $172,822 in assets and $1,065,000 in liabilities. Judge Sean H. Lane presides over the case. H Bruce Bronson, Esq. at BRONSONLAW OFFICES PC represents the Debtor as counsel. SUMMIT MIDSTREAM: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed Summit Midstream Partners, L.P.'s (Summit) and Summit Midstream Holdings, LLC's (Summit Midstream) Long-term Issuer Default Rating (IDR) at 'B-', post-asset sales. Fitch has also affirmed Summit Midstream's second-lien secured notes at 'B+'/'RR2' and senior unsecured debt at 'CCC'/'RR6'. The second-lien notes are co-issued by Summit Midstream Finance Corp. The Rating Outlook is Stable. The rating affirmations reflect Fitch's view that asset sales and any further growth initiatives and or debt reduction is not expected to have a meaningful impact on Summit's credit profile in the near term. Fitch believes the company's cash flow profile, counterparty credit quality, and overall business risk has remained somewhat unchanged by asset sales, and are expected to remain intact in the near term. Summit's financial profile has somewhat improved; however, concerns about a refinancing cliff in 2H26, lack of a sizeable portion of cash flows under revenue assurance type contracts, greater exposure to mature declining basins, and a high exposure to non-investment grade counterparties persist. The Stable Outlook reflects Fitch's expectations that the company will prudently pursue growth opportunities while maintaining its financial profile, and its intentions to convert the partnership into a C-Corp. will not have any immediate impact on its credit profile. KEY RATING DRIVERS Marginal Improvement to Financial Profile: On March 22, 2024, Summit completed the sale of its assets in the Utica basin to MPLX, LP (BBB/Stable) for a cash consideration of $625 million. The company utilized the sale proceeds to repay the $300 million outstanding on its $400 million ABL facility in full, which is its primary source of liquidity. The transaction has considerably improved Summit's liquidity and afforded the company with adequate financial flexibility to execute on strategic growth opportunities and or further debt reduction. The asset sales transaction along with a reasonable performance in 2023, are driving improvements in leverage and interest coverage. Fitch estimates Summit's leverage at approximately 4.0x-4.5x range, and interest coverage at around 2.0x-2.5x range over the forecast period. Both the leverage and interest coverage are expected to be better than previously anticipated by Fitch, which are also considered strong for Summit's rating category. Refinancing Cliff Persists: Summit has a sizeable amount of debt coming due in Oct. 2026, including its $785 million second-lien notes and $210 million senior unsecured notes, creating a refinancing cliff in 2H26. Any further debt reduction using the remainder of the sale proceeds would alleviate refinancing risks to an extent but not eliminate it. The debt maturity wall is likely to be unaffected by such transactions. However, a combination of expected improvements in Summit's liquidity position, leverage, and financial flexibility, should somewhat ease concerns around refinancing risks. Cash Flow Profile Unabated: Fitch expects Summit's cash flow profile to largely remain unaffected by the asset sales transaction and any subsequent growth initiatives. The company is expected to continue generating nearly 85% to 90% of the EBITDA under fee-based acreage dedicated contracts with a weighted average life of roughly seven years. The fee-based contracts protect against direct commodity price volatility. The assets sold did not contain any revenue assurance type minimum volume commitment (MVC) or take-or-pay contracts. The proportion of EBITDA under revenue assurance type contracts has marginally improved. However, it is expected to continue accounting for only 15% to 20% of the EBITDA in the near term, consistently declining yoy to approximately 10% or less over the forecast period. Roughly 10% or more of the EBITDA is expected to come from commodity price exposed businesses, which remains a source of cash flow variability for the company. Business Risk Remains Unchanged: Post-asset sales, Summit does not have any exposure to the Utica basin; however, the company remains geographically diversified with presence across six distinct oil and gas producing regions. The Utica is considered a relatively more prolific basin; hence, Summit remains somewhat deprived of the benefits associated with regional diversification due to its greater exposure to mature declining basins. Post asset sales, Summit's exposure to dry gas producing regions has marginally reduced and its exposure to crude oil producing regions has increased. Given the current oil and gas macro environment, Fitch anticipates oil producing regions to perform better compared with gas producing regions in the near term. The lack of a sizeable portion of cash flows under revenue assurance type contracts exposes the company to significant volumetric risks. Combined with exposure to mature declining basins, this provides less certainty of future cash flows. Counterparty Credit Quality Intact: Summit's top 20 customers are expected to account for over 75% of its EBITDA. While some of Summit's customers are investment grade rated, the majority are either high-yield or small private companies deemed to be high yield. Non-investment grade counterparties are expected to account for over 75% of the company's EBITDA, exposing it to counterparty risks. In down-cycles, one or more of Summit's top customers could be severely impacted, which would have negative consequences for Summit. The credit quality of Summit's top customers wasn't meaningfully impacted by asset sales, and Fitch expects the credit profiles of Summit's top customers to largely remain intact, at least in the near-term. Parent Subsidiary Linkage: There is a parent subsidiary relationship between Summit (parent) and Summit Midstream Holdings, LLC (Summit Midstream; subsidiary). Fitch determines Summit's credit profile based on consolidated metrics and believes Summit Midstream has the stronger credit profile. Legal ring-fencing is considered open due to the absence of regulatory ring-fencing and only certain limitations on intercompany flow of funds. Effective control is evaluated as open given that Summit Midstream is wholly owned and controlled by Summit. Funding and Cash Management is evaluated as porous due to Summit Midstream's ability to obtain both internal and external funding. Due to the above linkage considerations, Fitch rates both entities based on consolidated credit profile and has assigned the same IDRs. DERIVATION SUMMARY Harvest Midstream I, L.P. (Harvest; BB-/Stable) is a comparable peer. Both are G&P companies with presence across multiple regions, exposure to mature declining basins, and high volumetric risks, however, Harvest is bigger in size. Customer concentration risk is similar, notwithstanding Harvest's more diverse customer base. Harvest has a greater portion of revenue coming from its top customer, which is also considered a supportive affiliate. Fitch expects Harvest's leverage at approximately 3.5x in 2024, which is lower than Summit's, and interest coverage at Harvest is expected to be distinctly higher, leading to better near-term financial flexibility. Harvest's bigger size, lower leverage, better financial flexibility, and more supportive customer relationship, accounts for the three-notch difference between it and Summit's IDRs. M6 ETC Holdings II MidCo, LLC (M6; B/Stable), is another G&P peer with operations concentrated in the Haynesville basin, which is considered a more prolific region due to its growth potential. Unlike Summit, M6 is a private company backed by EnCap Flatrock, and is viewed as a supportive sponsor. M6's size is comparable to Summit. Both lack sizeable revenue assurance type contracts and have exposures to non-investment grade counterparties. However, M6 has better ship-or-pay contract coverage, and its transportation customers also have volume exposed acreage dedicated contracts with M6, further incentivizing them to maintain a certain level of volume throughput under their acreage dedicated contracts. Leverage at M6 is expected to be higher than Summit and financial flexibility lower; however, unlike Summit, M6 does not contain a refinancing cliff. M6's better contract coverage and lower refinancing risks, outweigh its higher leverage and lower financial flexibility compared with Summit, leading to a one-notch difference in M6's and Summit's IDR. M6 also has a supportive ownership, and although regionally concentrated, its presence in a more prolific basin is slightly better than Summit's regional diversification due to greater exposure to mature declining basins. KEY ASSUMPTIONS - Fitch's base case of Natural Gas at Henry Hub of $2.5/mcf, $3/mcf, $3/mcf, and $2.75/mcf in 2024, 2025, 2026, 2027 and beyond, respectively; - Fitch's base case West Texas Intermediate (WTI) oil price of $75, $65, $60, $60, and $57 in 2024, 2025, 2026, 2027 and out years, respectively; - Activity levels in the regions where Summit operates consistent with Fitch's base case for oil and gas prices; - Asset sale proceeds subsequent to repaying the ABL facility deployed towards organic or inorganic growth and/or debt repayment in a credit supportive manner; - Base interest rate for the credit facility reflects Fitch's Global Economic Outlook, e.g., 4.75% and 3.5% for 2024, and 2025, respectively; - Timely refinancing of the debt maturities, albeit at a higher coupon rate, consistent with prevailing interest rate environment and spreads; - Distributions from the joint venture received in accordance with the agreements; - Preferred unit distributions and common dividends remain suspended in the near term. RECOVERY ANALYSIS - For the Recovery Rating, Fitch estimates the company's going-concern value was greater than the liquidation value. The going-concern multiple used was a 6.0x EBITDA multiple, which is in the range of most multiples seen in recent reorganizations in the energy sector. There have been a limited number of bankruptcies within the midstream sector; - Two recent gathering and processing bankruptcies of companies indicate an EBITDA multiple between 5.0x and 7.0x, by Fitch's best estimates. In Fitch's recent bankruptcy case study report, "Energy, Power and Commodities Bankruptcies Enterprise Value and Creditor Recoveries," published in September 2023, the median enterprise valuation exit multiple for the 51 energy cases with sufficient data to estimate was 5.3x, with a wide range of multiples observed; - Fitch assumed a going-concern (GC) EBITDA of approximately $180 million, is unchanged from last time, and reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which it has based the company's valuation. The GC EBITDA reflects loss of a number of contracts and customer relationships due to the bankruptcy. As per criteria, the GC EBITDA reflects some residual portion of the distress that caused the default. Further clarity on use of sale proceeds is required to assess the impact in case of bankruptcy on recovery percentage of the debt instruments. - Fitch calculated administrative claims to be 10%, and a fully drawn ABL facility, which are standard assumptions. The outcome is a 'B+'/'RR2' rating for the senior second-lien secured debt, which corresponds to an expected recovery in the range of 71% to 90%; and 'CCC'/'RR6' rating for the senior unsecured debt, which corresponds to an expected recovery of 0%. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Should the percentage of total EBITDA coming from high growth basins and/or minimum volume commitment contracts be expected to increase significantly from current levels; - A demonstrated ability to sustain EBITDA leverage below 5.5x and EBITDA interest coverage above 2.5x, without a meaningful reduction in size/scale; - Proactively addressing the upcoming debt maturities including meaningfully extending the maturity wall while easing the refinancing cliff. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Failure to proactively address the upcoming debt maturities; - EBITDA interest coverage sustained below 1.5x; - Reduced liquidity or an imminent failure to adhere to the covenants on the ABL facility agreement; - EBITDA leverage expected to sustain above 6.5x; - Material change to contractual arrangement and operating practices that negatively impacts cash flow or earnings profile, including a move away from current majority of revenue being fee based; - Meaningful deterioration in customer credit quality or a significant event at a major customer that impairs cash flows; - Increases in capital spending beyond Fitch's expectation that have negative consequences for credit profile (e.g. if not funded with a balance of debt and equity). LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Pro forma for asset sales and subsequent repayment of ABL facility outstanding in full, Summit has a total liquidity of approximately $745 million. The company has roughly $350 million in cash on the balance sheet, and approximately $395 million available on its $400 million ABL facility (net of letters of credit). The ABL facility is subject to a borrowing base, which at Dec. 31, 2023 was estimated at roughly $723 million (more than the commitment amount). In the event, that any amount of the senior unsecured notes due April 15, 2025 remains outstanding by Dec. 13, 2024, and liquidity is less than the sum of an amount equal to the then outstanding 2025 senior unsecured notes and the threshold amount (defined in the ABL agreement), the ABL facility matures on Jan. 14, 2025. In the event no springing maturity provision applies, the ABL is due on May 1, 2026. Summit's nearest maturity is the 5.75% $50 million outstanding 2025 senior unsecured notes due April 15, 2025, followed by both, the 8.5% $785 million outstanding 2026 second-lien secured notes and 12% $210 million 2026 senior unsecured notes due Oct. 15, 2026. The covenants on the amended ABL facility agreement, as of the last day of any fiscal quarter, requires the borrower to maintain a first lien net leverage ratio of less than 2.5x, and interest coverage ratio of greater than 1.75x through 2024 and 1.90x thereafter. Fitch expects the borrower to remain compliant with the covenants on the ABL facility over the forecast period. ISSUER PROFILE Summit is a midstream company with assets across six distinct oil and gas basins in the United States. Summit, through its 100% ownership of Summit Midstream, it provides natural gas gathering, compression, treating, and processing services, plus crude oil and produced water gathering services. SUMMARY OF FINANCIAL ADJUSTMENTS The values in the above Sensitivities and other metric values in this press release are calculated by de-consolidating the consolidated debt of Summit Permian Transmission Holdco, LLC (for leverage), and removing the interest expense related to this debt (for coverage). Further, no material flows related to Double E Pipeline, LLC are used in the aforementioned metrics. Fitch's calculation of adjusted EBITDA excludes equity in earnings from unconsolidated affiliates and includes cash distributions from those unconsolidated affiliates. Fitch gives 50% equity credit to Summit's 9.50% Series A Preferred Cumulative Perpetual Units under Fitch's hybrid methodology, Corporates Hybrids Treatment and Notching Criteria. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Summit Midstream Finance Corp. Senior Secured 2nd Lien LT B+ Affirmed RR2 B+ Summit Midstream Partners, LP LT IDR B- Affirmed B- Summit Midstream Holdings, LLC LT IDR B- Affirmed B- Senior Secured 2nd Lien LT B+ Affirmed RR2 B+ senior unsecured LT CCC Affirmed RR6 CCC SUSHI GARAGE: Hires Agentis PLLC as General Bankruptcy Counsel -------------------------------------------------------------- Sushi Garage, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Agentis PLLC as general bankruptcy counsel. The firm will provide these services: a. advise the Debtor with respect to its powers and duties as debtor-in possession and the continued management of its affairs; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interests of the Debtor and the estate in all matters pending before the Court; and e. represent the Debtor in negotiations with its creditors in the preparation of a plan. The firm will be paid at these rates: Attorneys $365 to $665 per hour Paralegals $120 to $250 per hour The firm received from the Debtor an initial retainer in the amount of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jacqueline Calderin, Esq., a partner at Agentis 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: Jacqueline Calderin, Esq. Agentis PLLC 45 Almeria Avenue Coral Gables, FL 33134 Telephone: (305) 722-2002 Email: jc@agentislaw.com About Sushi Garage, LLC Sushi Garage, LLC, doing business as Sushi Garage Miami Beach, is a Japanese restaurant in Miami Beach, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12354) on March 12, 2024, with $1 million to $10 million in both assets and liabilities. Jonas Millan, managing member, signed the petition. Judge Laurel M. Isicoff presides over the case. Jacqueline Calderin, Esq., at Agentis, PLLC represents the Debtor as legal counsel. SVI TRUST: L. Todd Budgen Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a practicing attorney in Longwood, Fla., as Subchapter V trustee for SVI Trust. Mr. Budgen will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Budgen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: L. Todd Budgen, Esq. P.O. Box 520546 Longwood, FL 32752 Tel: (407) 232-9118 Email: Todd@C11Trustee.com About SVI Trust SVI Trust filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00844) on March 26, 2024, with $50,001 to $100,000 in assets and liabilities. Judge Jason A. Burgess presides over the case. TA PARTNERS: Case Summary & 12 Unsecured Creditors -------------------------------------------------- Debtor: TA Partners Apartment Fund II LLC 16800 Aston Street, #275 Irvine, CA 92606 Business Description: TA Partners specializes in real estate development and investment. The Debtor owns the real property located at 6055 W. Center Drive, Los Angeles, CA 90045 valued at $124 million. Chapter 11 Petition Date: April 3, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-10828 Judge: Hon. Theodor Albert Debtor's Counsel: Ashley Duran, Esq. PC COMPLIANCE LAWYERS, P.C. 2271 W. Malvern Ave., Suite 369 Fullerton, CA 92833 Tel: 408-462-0529 E-mail: ashley@fortis-legal.com Total Assets: $124,000,000 Total Liabilities: $27,806,097 The petition was signed by Johnny Lu as managing member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EIWXQNI/TA_Partners_Apartment_Fund_II__cacbke-24-10828__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 12 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. TCA Architects Inc. Architect $187,023 Attn: Andy Guingab 18821 Bardeen Avenue Irvine, CA 92612 Phone: 949-862-0270 Email: aguingab@tca-arch.com 2. Haas Consulting Group Permit $29,199 Attn: Jeanne Shannon Expediter 2360 Plaza Del Amo, Suite 105 Torrance, CA 90501 Phone: 310-515-0415 Email: accounting@haascg.com 3. City of Los Angeles Property Tax $20,699 County Tax Collector 225 N. Hill Street #1 Los Angeles, CA 90012 4. Playa District HOA Property HOA $27,150 Attn: Jennifer Aho 6080 Center Drive, Suite 120 Los Angeles, CA 90045 Phone: 310-665-1800 Email: jaho@eqoffice.com 5. Cefali & Associates Shoring $14,500 Attn: Nicole Britvan 4344 Laurel Canyon Blvd. Suite 3 Studio City, CA 91604 Phone: 818-752-1812 Email: nbritvan@cefali.com 6. Morrow Management Dry Utility $12,095 Attn: Acct Dpt 1130 Via Callejon San Clemente, CA 92673 Phone: 949-218-5710 Email: accounting@morrowmgmt.com 7. KHR Associates Civil Engineering $8,260 Attn: Sonoko Saito 17530 Von Karman Avenue Suite 200 Irvine, CA 92614 Phone: 949-756-6440 Email: ssaito@khrdesign.com 8. Afrait Consulting Group Government $4,000 Attn: Curtis Sanchez Relations 4107 Magnolia Blvd. Phone: 818-450-2773 Email: curtis@afriat.com 9. Veneklasen Associates Inc. Acoustic $1,650 Attn: Baljeet Kaur 1711 16th Street Santa Monica, CA 90404 Phone: 310-450-1733 Email: accountinggrp@veneklasen.com 10. Capital Airspace Group LLC Aviation $850 Attn: Chris Harrington Consulting 6350 Walker Lane, Suite 450 Alexandira, VA 22310 Phone: 571-297-6555 Email: chris.harrington@capitolairspace.com 11. Arthur J. Gallagher Bond Surety $500 Attn: Kevin Re 2121 N. California Blvd Suite 350 Walnut Creek, CA 94596 Phone: 415-288-1636 Email: jason_valle@ajg.com 12. Womble Bond Dickinson Lawyer $170 Attn: Accounting One West Forth Street Winston-Sale Winston Salem, NC 27101 Phone: 336-728-7040 Email: AccountingInformatinDesk@wbd-us.com THOUGHTWORKS HOLDING: Moody's Alters Outlook on 'Ba3' CFR to Neg. ----------------------------------------------------------------- Moody's Ratings affirmed ThoughtWorks Holding, Inc.'s ("ThoughtWorks") Ba3 corporate family rating and Ba3-PD probability of default rating. Concurrently, Moody's affirmed ThoughtWorks, Inc.'s $300 million senior secured first lien revolving credit facility expiring 2026 and $293 million senior secured first lien term loan due 2028 ratings at Ba3. The speculative grade liquidity rating remains SGL-1. The outlook was changed to negative from stable. Based in Chicago, IL, ThoughtWorks is an information technology services and consulting company. The affirmation of the Ba3 CFR and outlook change to negative from stable follow poor recent financial results that have caused financial leverage to approach 4.5x on a debt-to-EBITDA basis as of December 31, 2023, up from 1.3x as of December 31, 2022. In addition, EBITDA margins were below 10% as of December 31, 2023 and Moody's anticipates they will remain materially lower over the next 12 to 18 months compared to a 22% average EBITDA margin the company achieved from fiscal years 2019 to 2022. Moody's expects about $1 billion of revenue and 8-10% EBITDA margins in 2024, but improving revenue growth and higher profitability rates in 2025 that will enable debt-to-EBITDA to return to well below 4.5x. Historically, the company has maintained relatively low financial leverage compared to many other services issuers also rated at the Ba3 CFR. The company's very good liquidity profile, reflected in the SGL-1, also provides ratings support. Moody's notes that unless both revenue growth and profitability margins improve over the course of the next fiscal year, the company may not be able to reduce financial leverage and return to its historically strong credit metrics. RATINGS RATIONALE The Ba3 CFR reflects ThoughtWork's small revenue size relative to larger information technology ("IT") services providers, relatively thin EBITDA margins and exposure to cyclical spend on IT projects by corporations. In addition, the rating reflects the elevated debt leverage levels of the company, balanced by historically strong cash flow generation. The company benefits from Moody's anticipation for growth in IT spending by its customers, driven by digitalization and artificial intelligence ("AI") investments. However in the shorter term, Moody's expects IT spending to continue moderating and growth rates for the IT services sector to be flat to low single digit area. As a result, Moody's anticipates ThoughtWorks' 2024 revenue may decline versus 2023, driven by lower spending on discretionary IT projects by its customers and weaker pricing power. All financial metrics cited reflect Moody's standard adjustments, unless otherwise noted. The company competes against both large, established global information services providers with significant resources, as well as small, niche-focused companies vying for market share in the outsourced software development market. ThoughtWorks' long-standing relationships with a diversified customer base provides support to the credit profile despite the limited barriers to entry in the narrow market segment in which it competes. However, expectations for cyclicality of demand from many of ThoughtWorks' customers and a wider downturn in the technology sector are additional negative credit factors. Moody's anticipates that there will be no debt funded distributions over the next two years and that any acquisitions undertaken will be small and tuck-ins that will be funded by internal cash. The SGL-1 liquidity rating reflects ThoughtWork's very good liquidity profile. Internal sources of liquidity consist of a cash balance of approximately $100 million as of December 31, 2023 and Moody's anticipation of annual free cash flow of around $35 million over the next 12 to 15 months. These internal sources of cash provide diminishing but still adequate coverage of the company's annual term loan amortization and Moody's anticipation for about $7 million of capital expenditures. The company's $300 million revolver, which Moody's expects to remain undrawn and fully available, provides strong external liquidity support. The Ba3 senior secured debt ratings are the same as the Ba3 CFR since the rated facility represents the preponderance of the debt capital structure. The rated debt is guaranteed by all U.S. subsidiaries and secured by a first priority perfected lien on all property and assets of the issuer and the guarantors, although the liens are limited to two-thirds of the capital stock of first tier foreign subsidiaries and ranked behind a small amount of priority trade claims and ahead of other unsecured claims. The negative outlook reflects Moody's concern that if ThoughtWorks does not achieve revenue growth and profitability rate increases over the next 12 to 18 months, financial leverage will remain elevated. The outlook could be revised to stable if Moody's anticipates ThoughtWorks will maintain at least low-to-mid single-digit revenue growth, EBITDA margins in a mid-teens range, debt-to-EBITDA below 4.5x and EBITA-to-interest above 2.0x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, an upgrade of the ratings is not likely in the near-term. Over the longer term, an upgrade could occur if the company maintains sustained, strong revenue growth that leads to increased scale, closer to higher-rated peers, while diversifying revenue sources and maintaining strong profitability rates, with EBITDA margins in the high-teens percent range or above; financial governance risks are reduced through financial sponsor equity ownership remaining below 50%; and ThoughtWorks commits to and maintains conservative financial policies, with debt-to-EBITDA expected to remain below 3.0x. A downgrade of the ratings could occur if Moody's expects: organic revenue growth declines due to client losses or lower volume and demand for services, signaling a weakening competitive position; debt-to-EBITDA sustained above 4.5x; profitability rate declines, with EBITDA margins remaining below 15%; EBITA-to-interest expense below 2.0x; or liquidity deteriorating materially. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Chicago, Illinois and controlled by affiliates of private equity sponsor Apax Partners, ThoughtWorks Holding, Inc. (NASDAQ:TWKS) provides information technology services to enterprises worldwide and is focused on agile software development, consulting and related tools and information. The company has approximately 10,800 employees and operates in 19 countries around the world, with approximately 37% of revenue generated in North America, which is its largest region, followed closely by APAC (34% of revenue). TITAN MECHANICAL: Amends Unsecureds & Secured Claims Pay Details ---------------------------------------------------------------- Titan Mechanical Corp. submitted an Amended Liquidating Small Business Plan dated March 28, 2024. The Debtor had been in the business of plumbing contracting and is no longer operating. The Debtor's Plan provides for distribution of all funds held by the Debtor once all receivables have been collected and property sold to be made to allowed claims from the Debtor's prior operations and sale of the Debtor's property. In its Proof of Claim (19-1), Illinois Department of Employment Security ("IDES") asserts an Unsecured Priority Claim in the amount of $847.20. The Debtor on November 6, 2023 obtained the authority of this court to pay prepetition wages, salaries, reimbursable expenses, and employee benefits up to $218,380.56. The Debtor will be objecting to the IDES Priority Proof of Claim based on this payment. The IDES will receive, on account of its priority claim, payment pro rata with other priority creditors after the effective date in one distribution once all receivables have been collected and property sold. In its Proof of Claim (20-1), Illinois Department of Revenue ("IDOR") asserts an Administrative Claim in the amount of $36,459.13. The Debtor on November 6, 2023 obtained the authority of this court to pay prepetition wages, salaries, reimbursable expenses, and employee benefits up to $218,380.56. The Debtor will be objecting to the IDES Administrative Proof of Claim and requesting that the Proof of Claim be reclassified as priority. The IDES will receive, on account of its priority claim, payment pro rata with other priority creditors after the effective date in one distribution once all receivables have been collected and property sold. Class 1 consists of the claim of Millennium Bank. Millennium Bank, its principals, agents, successors and/or assigns. Class 1A is impaired by this Plan and will be paid in sixty months. In its Proof of Claim (6-1), Millennium Bank asserts that it holds a security interest in the Debtor's assets in the amount of $325,330.31. In the event there are funds available for payment after all priority creditors have been paid in full once all receivables have been collected and property sold. Upon payment of the full of the secured claim of Millennium Bank, Millennium Bank shall release all security agreements against property of the Debtor. Class 2 consists of Allowed General Unsecured Claims. The Debtor has 37 general unsecured creditors totaling a balance of $32,059,195.60. In the event there are funds available for payment after all administrative, secured and priority creditors have been paid in full, each Holder of Allowed Class 2 Claims shall be paid a pro rata share once all receivables have been collected and property sold. Class 2 is impaired under this Plan. All of the assets of the Debtor and this estate shall vest in the Debtor upon Confirmation of the Plan subject to the liquidation, terms and conditions of this Plan. The Debtor will make one distribution once all receivables have been collected and property sold. This Plan is self-executing. The Debtor shall not be required to execute any newly created documents to evidence the claims, liens or terms of repayment to the holder of any Allowed Claim, except for the Restructured Promissory Note and all other loan documents. A full-text copy of the Amended Plan dated March 28, 2024 is available at https://urlcurt.com/u?l=eURJdg from PacerMonitor.com at no charge. Debtor's Counsel: Paul M. Bach, Esq. Bach Law Offices, Inc. P.O. Box 1285 Northbrook, IL 60065 Telephone: (847) 564-0808 Facsimile: (847) 564-0985 Email: pnbach@bachoffices.com About Titan Mechanical Titan Mechanical Corp. is a wholesaler of hardware, plumbing, heating equipment and supplies in Orland Park, Ill. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-11529) on Aug. 30, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. John Netzel, secretary, signed the petition. Judge A. Benjamin Goldgar oversees the case. Paul M. Bach, Esq., at Bach Law Offices, is the Debtor's bankruptcy counsel. TRANS-LUX CORP: Incurs $4.1 Million Net Loss in 2023 ---------------------------------------------------- Trans-Lux Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $4.07 million on $15.55 million of total revenues for the 12 months ended Dec. 31, 2023, compared to net income of $323,000 on $21.66 million of total revenues for the 12 months ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $8.33 million in total assets, $22.54 million in total liabilities, and a total stockholders' deficit of $14.21 million. New Haven, CT-based Marcum LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Trans-Lux said, "The Company is dependent on future operating performance in order to generate sufficient cash flows in order to continue to run its businesses. Future operating performance is dependent on general economic conditions, as well as financial, competitive and other factors beyond our control, including the impact of the current economic environment, the spread of major epidemics (including coronavirus) and other related uncertainties such as government-imposed travel restrictions, interruptions to supply chains and extended shut down of businesses. In order to more effectively manage its cash resources, the Company had, from time to time, increased the timetable of its payment of some of its payables, which delayed certain product deliveries from our vendors, which in turn delayed certain deliveries to our customers." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/99106/000151316224000044/tnlx-20231231.htm About Trans-Lux Headquartered in New York, New York, Trans-Lux Corporation -- http://www.trans-lux.com-- is a supplier of LED technology for display applications. The essential elements of these systems are the real-time, programmable digital products that the Company designs, manufactures, distributes and services. Designed to meet the digital signage solutions for any size venue's indoor and outdoor needs, these displays are used primarily in applications for the financial, banking, gaming, corporate, advertising, transportation, entertainment and sports markets. The Company operates in two reportable segments: Digital product sales and Digital product lease and maintenance. TREE HOUSE: Case Summary & Seven Unsecured Creditors ---------------------------------------------------- Debtor: Tree House LLC 124 Kenny Blvd. Haines City, FL 33844 Chapter 11 Petition Date: April 3, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-01823 Debtor's Counsel: Justin M. Luna, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 E-mail: jluna@lathamluna.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Garrett Kenny as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PJXZNSA/Tree_House_LLC__flmbke-24-01823__0001.0.pdf?mcid=tGE4TAMA TRINITY PLACE: Reports $39 Million Net Loss in 2023 --------------------------------------------------- Trinity Place Holdings Inc. filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss attributable to common stockholders of $39 million on $33.6 million of total revenue for the year ended December 31, 2023, compared to a net loss attributable to common stockholders of $20.7 million on $43 million of total revenue for the year ended December 31, 2022. As of December 31, 2023, the Company had $267.5 million in total assets, $277.6 million in total liabilities, and $10 million in total stockholders' deficit. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/3xs96a8z About Trinity Place Trinity Place Holdings Inc. is a real estate holding, investment, development and asset management company. The Company's largest asset is a property located at 77 Greenwich Street in Lower Manhattan, which is nearing completion as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school. The Company also owns a 105-unit, 12-story multi-family property located at 237 11th Street in Brooklyn, New York as well as a property occupied by a retail tenant in Paramus, New Jersey. The Company said in its Quarterly Report for the period ended Sept. 30, 2023, that its cash and cash equivalents will not be sufficient to fund the Company's operations, debt service, amortization and maturities and corporate expenses beyond the next few months, unless the Company is able to both extend or refinance or otherwise resolve its maturing debt and also raise additional capital or enter into a strategic transaction, creating substantial doubt about its ability to continue as a going concern. As of Oct. 31, 2023, the Company's cash and cash equivalents totaled approximately $583,000. TROIKA MEDIA: Exits Chapter 11 Protection ----------------------------------------- Former TRKA Media Group, Inc. (f/k/a Troika Media Group, Inc.) disclosed in a Form 8-K report filed with the U.S. Securities and Exchange Commission that on March 28, 2024, the U.S. Bankruptcy Court for the Southern District of New York entered an order confirming the Findings of Fact, Conclusions of Law and Order Signed on 3/28/2024 (I) Confirming Debtors' Joint Chapter 11 Plan of Liquidation for Troika Media Group, Inc., et al., (II) Approving the Related Disclosure Statement on a Final Basis and (III) Granting Related Relief dated March 28, 2024. On March 29, 2024, the Plan became effective in accordance with its terms. As of the Effective Date, and in accordance with the Plan, all outstanding shares of common stock of the Company (including shares of common stock issuable under equity awards granted under the Company's equity incentive plans) and warrants exercisable for shares of common stock of the Company have been canceled and discharged and holders of such equity interests will not receive or retain any property on account thereof. In connection with the effectiveness of the Plan, the directors and officers of the Company have been discharged from their duties and terminated and following the effectiveness of the Plan and the cancellation of all of its outstanding shares of common stock, the Company intends to file post-effective amendments to its Registration Statements on Form S-3 and Form S-8 and a Form 15 with the Securities and Exchange Commission to deregister its securities under Section 12(g) of the Securities Exchange Act of 1934, as amended , and suspend its reporting obligations under Section 15(d) of the Exchange Act. About Troika Media Group Troika Media Group, Inc., a New York-based company, and its affiliates operate a media advertising professional services company. Troika Media Group's core asset is the business segment run by Converge Direct, LLC, which Troika Media Group acquired in March 2022 for $125 million. Converge is a data-and-audience-centric media buying agency. It differentiates itself from the typical agency model in favor of deeper engagement with its clients and investing in its own lead generating activities. Converge provides complementary services such as advertising strategy and customized advertising campaigns, utilizing its proprietary attribution analytics software tool, Helix. Troika Media Group and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 23-11969) on Dec. 7, 2023. As of Oct. 31, 2023, Troika Media Group had total assets of $86.5 million and total debts of $130.7 million. Judge David S. Jones oversees the cases. The Debtors tapped Willkie Farr & Gallagher, LLP as legal counsel; Jefferies, LLC as investment banker; and Arete Capital Partners, LLC as financial advisor. Kroll Restructuring Administration, LLC is the notice, claims, solicitation and balloting agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by McDermott Will & Emery, LLP. King & Spalding represents the lenders and the agents under the Debtors' prepetition secured credit facility and the lenders and the agents under the Debtors' debtor-in-possession financing facility. TRP BRANDS: Hires Husch Blackwell LLP as Special Counsel -------------------------------------------------------- TRP BRANDS LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Husch Blackwell LLP as special counsel. The firm's services include: a. assisting with the Debtors' corporate governance; and b. advising and assisting the Debtors on such other corporate matters are requested by the Debtors. Robert N. Kamensky, Esq., the attorney of the firm handling the case, will be paid $701.25 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor owed the firm $1,808.70 for its prepetition services rendered. Robert N. Kamensky, a partner at Husch Blackwell LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert N. Kamensky, Esq. Husch Blackwell LLP 120 South Riverside Plaza, Suite 2200 Chicago, IL 60606 Tel: (312) 655-1500 About TRP Brands LLC TRP Brands, LLC and The RoomPlace Furniture & Mattress, LLC filed Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 24-01529) on Feb. 2, 2024. Valerie Berman-Knight, president, signed the petitions. At the time of the filing, TRP Brands reported up to $50,000 in assets and $50 million to $100 million in liabilities while RoomPlace reported up to $50,000 in assets and $100 million to $500 million in liabilities. Judge Deborah L. Thorne oversees the cases. E. Philip Groben, Esq., at Gensburg Calandriello & Kanter, P.C. is the Debtors' legal counsel. The U.S. Trustee for Region 11 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped FisherBroyles, LLP as its legal counsel. TRP BRANDS: Seeks to Hire Taft Stettinius as Special Counsel ------------------------------------------------------------ TRP Brands LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Taft, Stettinius and Hollister LLP as special counsel. The firm's services include: a. assisting with the Debtors' management of its human resources, including facilitation of its store closures; b. assisting the Debtors in their investigation and review of labor and employment related claims asserted by the Debtors' employees and former employees; and c. advising and assisting the Debtors on such other labor and employment matters are requested by the Debtors. The firm will be paid at these rates: David Weinstein, Senior Counsel $800 per hour Julie Ratliff, Associate $455 per hour Elizabeth Wellhausen, Associate $365 per hour Gina Mandarino, Paralegal $305 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David L. Weinstein, a Senior Counsel at Taft, Stettinius and Hollister LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David L. Weinstein, Esq. Taft, Stettinius and Hollister LLP 111 East Wacker Dr., Ste. 2600 Chicago, IL 60601 Tel: (312) 527-4000 About TRP Brands LLC TRP Brands, LLC and The RoomPlace Furniture & Mattress, LLC filed Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 24-01529) on Feb. 2, 2024. Valerie Berman-Knight, president, signed the petitions. At the time of the filing, TRP Brands reported up to $50,000 in assets and $50 million to $100 million in liabilities while RoomPlace reported up to $50,000 in assets and $100 million to $500 million in liabilities. Judge Deborah L. Thorne oversees the cases. E. Philip Groben, Esq., at Gensburg Calandriello & Kanter, P.C. is the Debtors' legal counsel. The U.S. Trustee for Region 11 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped FisherBroyles, LLP as its legal counsel. TUPPERWARE BRANDS: Delays Filing of 2023 Annual Report ------------------------------------------------------ Tupperware Brands Corporation notified the Securities and Exchange Commission via Form 12b-25 that the Company is unable to file its Annual Report on Form 10-K for the year ended December 30, 2023 by the prescribed due date. The Company previously disclosed that it incurred significant delays in the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 due to the identification of multiple prior period misstatements and material weaknesses in internal control over financial reporting for the periods covered by the 2022 Form 10-K. The Company filed the 2022 Form 10-K on October 13, 2023. As a result of the significant delay in completing the 2022 Form 10-K, the Quarterly Reports on Form 10-Q for the quarters ended April 1, 2023, July 1, 2023, and September 30, 2023, collectively the "2023 Forms 10-Q". On March 29, 2024, the Company completed this work and filed the 2023 Forms 10-Q. The significant delay in completing the 2023 Forms 10-Q has contributed to the delay in filing the 2023 Form 10-K Due to the ongoing material weaknesses in internal control over financial reporting, significant additional procedures are warranted related to the 2023 Form 10-K, which are also causing a delay in preparing and filing the Company's 2023 Form 10-K. Furthermore, as previously disclosed in its 2022 Form 10-K, as a result of the Company's challenging financial condition and extensive efforts to complete the 2022 Form 10-K, the Company's accounting department has experienced, and continues to experience, significant attrition which has resulted in resource and skill set gaps, strained resources, and a loss of continuity of knowledge – all of which contributed to delays in the filing of the 2023 Form 10-K. In addition, as previously disclosed in a Current Report on Form 8-K filed October 27, 2023, the Company's former independent auditor informed the Company that it was declining to stand for re-appointment as the Company's registered public accounting firm for the audit of the fiscal year ending December 30, 2023. The former auditor's decision was not the result of a dispute between the Company and the former auditor. The former auditor's reports on the Company's financial statements for the fiscal years ended December 25, 2021 and December 31, 2022 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report for the fiscal year ended December 31, 2022 included an explanatory paragraph indicating that there was substantial doubt about the Company's ability to continue as a going concern. The Company notes that such substantial doubt is continuing. As a result of the former auditor's decision to decline re-appointment, the Company was required to retain a new independent auditor. As previously disclosed in a Current Report on Form 8-K filed January 29, 2024, the Company retained KPMG LLP as its new independent auditor for fiscal year 2023 periodic reports. Due to the time and effort required to finalize and file the 2023 Forms 10-Q, the additional procedures being undertaken to finalize the 2023 Form 10-K due to material weaknesses in internal control over financial reporting and the challenging effects of significant attrition and turnover in the Company's accounting department, combined with the Company's efforts to retain a new independent auditor, the Company will be unable, without unreasonable effort or expense, to complete and file the 2023 Form 10-K within the prescribed time period. The Company is endeavoring to complete its financial close process and file its 2023 Form 10-K as promptly as possible; however, there can be no assurance with respect to the timing of completion of the filing About Tupperware Brands Tupperware Brands Corporation (NYSE: TUP) -- Tupperwarebrands.com -- is a global consumer products company that designs innovative, functional and environmentally responsible products. Founded in 1946, Tupperware's signature container created the modern food storage category that revolutionized the way the world stores, serves and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. With a purpose to nurture a better future, Tupperware products are an alternative to single-use items. The company distributes its products into nearly 70 countries, primarily through independent representatives around the world. On June 1, 2023, Tupperware Brands received a notice from the New York Stock Exchange indicating the Company is not in compliance with Sections 802.01B and Section 802.01C of the NYSE Listed Company Manual because (i) the Company's average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its last reported stockholders' equity was less than $50 million, and (ii) the average closing price of the Company's common stock was less than $1.00 over a consecutive 30 trading-day period. The Notice has no immediate effect on the listing of the Company's common stock. Tupperware Brands reported a net loss of $232.5 million for the year ended Dec. 31, 2022. Tampa, Florida-based PricewaterhouseCoopers LLP, the Company's auditor since 1995, issued a "going concern" qualification in its report dated Oct. 13, 2023, citing that the Company has experienced liquidity challenges and is uncertain about its ability to comply with debt covenants, which resulted in the borrowings under the Company's credit agreement being classified as current as of Dec. 31, 2022, and that also raises substantial doubt about its ability to continue as a going concern. TUPPERWARE BRANDS: Posts $29.8 Million Net Loss in Q2 2023 ---------------------------------------------------------- Tupperware Brands Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $29.8 million on $276.3 million of net sales for the 13 weeks ended July 1, 2023, compared to a net income of $8.3 million on $339.7 million of net sales for the 13 weeks ended June 25, 2022. For the 26 weeks ended July 1, 2023, the Company reported a net loss of $69.3 million on $568.7 million of net sales, compared to a net income of $12.2 million on $686.8 million of net sales for the 26 weeks ended June 25, 2022. As of July 1, 2023, the Company had $714.3 million in total assets, $1.17 billion in total liabilities, and $456.8 million in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/4hfz5z5n About Tupperware Brands Tupperware Brands Corporation (NYSE: TUP) -- Tupperwarebrands.com -- is a global consumer products company that designs innovative, functional and environmentally responsible products. Founded in 1946, Tupperware's signature container created the modern food storage category that revolutionized the way the world stores, serves and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. With a purpose to nurture a better future, Tupperware products are an alternative to single-use items. The company distributes its products into nearly 70 countries, primarily through independent representatives around the world. On June 1, 2023, Tupperware Brands received a notice from the New York Stock Exchange indicating the Company is not in compliance with Sections 802.01B and Section 802.01C of the NYSE Listed Company Manual because (i) the Company's average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its last reported stockholders' equity was less than $50 million, and (ii) the average closing price of the Company's common stock was less than $1.00 over a consecutive 30 trading-day period. The Notice has no immediate effect on the listing of the Company's common stock. Tupperware Brands reported a net loss of $232.5 million for the year ended Dec. 31, 2022. Tampa, Florida-based PricewaterhouseCoopers LLP, the Company's auditor since 1995, issued a "going concern" qualification in its report dated Oct. 13, 2023, citing that the Company has experienced liquidity challenges and is uncertain about its ability to comply with debt covenants, which resulted in the borrowings under the Company's credit agreement being classified as current as of Dec. 31, 2022, and that also raises substantial doubt about its ability to continue as a going concern. TUPPERWARE BRANDS: Reports $39.5 Million Net Loss in Q1 2023 ------------------------------------------------------------ Tupperware Brands Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $39.5 million on $292.4 million of net sales for the 13 weeks ended April 1, 2023, compared to a net income of $3.9 million on $347.1 million of net sales for the 13 weeks ended March 26, 2022. As of April 1, 2023, the Company had $738.1 million in total assets, $1.19 billion in total liabilities, and $450.2 million in total stockholders' deficit. The Company has concluded that there is substantial doubt about its ability to continue as a going concern within the next 12 months. As a result of the volatility of the Company's earnings and ability to generate cash from operations, coupled with the increased levels and cost of borrowings under its Revolver Facility, the Company forecasts that it will not have adequate liquidity to fund its operations and meet its financial obligations in the near term. A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/mu6wrmtv About Tupperware Brands Tupperware Brands Corporation (NYSE: TUP) -- Tupperwarebrands.com -- is a global consumer products company that designs innovative, functional and environmentally responsible products. Founded in 1946, Tupperware's signature container created the modern food storage category that revolutionized the way the world stores, serves and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. With a purpose to nurture a better future, Tupperware products are an alternative to single-use items. The company distributes its products into nearly 70 countries, primarily through independent representatives around the world. On June 1, 2023, Tupperware Brands received a notice from the New York Stock Exchange indicating the Company is not in compliance with Sections 802.01B and Section 802.01C of the NYSE Listed Company Manual because (i) the Company's average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its last reported stockholders' equity was less than $50 million, and (ii) the average closing price of the Company's common stock was less than $1.00 over a consecutive 30 trading-day period. The Notice has no immediate effect on the listing of the Company's common stock. Tupperware Brands reported a net loss of $232.5 million for the year ended Dec. 31, 2022. Tampa, Florida-based PricewaterhouseCoopers LLP, the Company's auditor since 1995, issued a "going concern" qualification in its report dated Oct. 13, 2023, citing that the Company has experienced liquidity challenges and is uncertain about its ability to comply with debt covenants, which resulted in the borrowings under the Company's credit agreement being classified as current as of Dec. 31, 2022, and that also raises substantial doubt about its ability to continue as a going concern. TUPPERWARE BRANDS: Reports $55.8 Million Net Loss in Q3 2023 ------------------------------------------------------------ Tupperware Brands Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $55.8 million on $259.6 million of net sales for the 13 weeks ended September 30, 2023, compared to $0 income/loss and $303.6 million of net sales for the 13 weeks ended September 24, 2022. For the 39 weeks ended September 30, 2023, the Company reported a net loss of $125.1 million on $828.3 million of net sales, compared to a net income of $12.2 million on $990.4 million of net sales for the 39 weeks ended September 24, 2022. As of September 30, 2023 the Company had $679.5 million in total assets, $1.2 billion in total liabilities, and $524.4 million in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/2terbs5h About Tupperware Brands Tupperware Brands Corporation (NYSE: TUP) -- Tupperwarebrands.com -- is a global consumer products company that designs innovative, functional and environmentally responsible products. Founded in 1946, Tupperware's signature container created the modern food storage category that revolutionized the way the world stores, serves and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. With a purpose to nurture a better future, Tupperware products are an alternative to single-use items. The company distributes its products into nearly 70 countries, primarily through independent representatives around the world. On June 1, 2023, Tupperware Brands received a notice from the New York Stock Exchange indicating the Company is not in compliance with Sections 802.01B and Section 802.01C of the NYSE Listed Company Manual because (i) the Company's average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its last reported stockholders' equity was less than $50 million, and (ii) the average closing price of the Company's common stock was less than $1.00 over a consecutive 30 trading-day period. The Notice has no immediate effect on the listing of the Company's common stock. Tupperware Brands reported a net loss of $232.5 million for the year ended Dec. 31, 2022. Tampa, Florida-based PricewaterhouseCoopers LLP, the Company's auditor since 1995, issued a "going concern" qualification in its report dated Oct. 13, 2023, citing that the Company has experienced liquidity challenges and is uncertain about its ability to comply with debt covenants, which resulted in the borrowings under the Company's credit agreement being classified as current as of Dec. 31, 2022, and that also raises substantial doubt about its ability to continue as a going concern. VC GB HOLDINGS: S&P Upgrades ICR to 'B', Outlook Stable ------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based VC GB Holdings I Corp. (operating as Visual Comfort & Co.) to ' B' from 'B-'. S&P said, "Concurrently, we raised our issue-level ratings on the company's first-lien term loan (including the $275 million add-on) to 'B' from 'B-'. The recovery rating remains '3', reflecting our estimate of meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. We will withdraw the ratings on the company's second-lien term loan once it has been repaid. "The stable outlook reflects our expectation that Visual Comfort will continue to increase its profitability over the next year while maintaining its financial policies, resulting in leverage near or below 6x and sustained positive free cash flow generation. "The upgrade reflects Visual Comfort's improved credit metrics, still-healthy consumer demand for higher-end home remodeling, and our expectation that supply chain headwinds have dissipated. Visual Comfort's S&P Global Ratings-adjusted leverage improved to 6.4x as of the end of fiscal 2023 from 6.9x for the same prior-year period. We expect profitability to continue to improve in 2024, driven by the ongoing shift toward the higher-growth, higher-margin showroom direct sales channel where the company continues to gain market share, as well as incremental supply chain improvements. This will result in leverage declining to 6x by the end of fiscal 2024. "We expect the company to continue to benefit from lower costs and better working capital management after facing significant logistics-related disruptions in 2021 and 2022, which resulted in the company having to hold 12-15 weeks on inventory. We believe inventory levels have improved to 8-10 weeks and will continue to decline to pre-COVID-19 pandemic levels of about 6 weeks. Improved EBITDA along with the proposed transaction which will provide incremental net interest savings, will bolster Visual Comfort's interest coverage ratio . We forecast EBITDA to interest coverage to improve to 1.8x in 2024 from 1.5x in 2023. "We also believe favorable macroeconomic conditions will bolster demand after a slowdown in 2023. The company's performance is closely tied to the U.S. residential housing market, which drives approximately 80% of its sales. Our economists now forecast U.S. GDP growth of 2.4% in 2024, a 0.9% increase from the previous expectation of 1.5%. Although we project slower GDP growth thereafter, we anticipate housing starts will remain stable at 5.5 million-5.6 million in 2024 and 2025 after declining meaningfully in 2023. Therefore, we expect higher-income consumer spending on residential repair and remodeling products, over 60% of Visual Comfort's sales, to remain healthy in 2024. "We believe Visual Comfort is well positioned to benefit from the long-term U.S. structural housing undersupply given its scale in a fragmented market, partnerships with influential designers, and diversification across channels, brands, and prices. Nevertheless, its showroom expansion strategy could leave it more vulnerable to an economic downturn due to a higher retail fixed-cost base. Moreover, demand may moderate due to lower consumer discretionary spending, high mortgage costs, and volatile financial markets. "We expect Visual Comfort's sales growth to normalize to the mid- to high-single-digit percent range after declining in 2023, while profitability continues to expand. Visual Comfort's revenue declined about 6.6% in fiscal 2023. This was in line with our expectation of mid-single-digit percent revenue declines driven by a lower backlog coming into the year from pull-forward projects during the COVID-19 pandemic and weaker volumes in the business-to-business (B2B) channel." The company also faced some delays in inventory receipts due to disruptions in the shipping routes through the Panama and the Suez Canal. However, its direct sales channel continued its strong operating performance, growing revenues more than 30% and adding 14 showrooms. Visual Comfort's showroom direct sales channel provides better brand awareness, better product curation, and improved customer experience and support, which drove sales outperformance relative to its B2B segments. Its S&P Global Ratings-adjusted EBITDA margins expanded 250 basis points (bps) to 21.5% in 2023 from 19% in 2022 due to higher prices to offset inflation, a higher proportion of direct sales, and lower inbound shipping costs and tariffs. S&P said, "We expect the company will continue to realize the full benefit of lower shipping costs flowing through its income statement over the next 12 months. We also expect lower integration and warehouse consolidation expenses in 2024 compared with 2023. We anticipate the proportion of direct sales will increase further to close to 40% in 2024 from 33% in 2023. Nonetheless, we believe the company's incremental spending on showroom expansion, staffing, and higher variable employee compensation will partially offset the benefit of lower costs. Still, we anticipate S&P Global Ratings-adjusted EBITDA margins will expand to more than 22% in 2023. "Visual Comfort's free operating cash flow (FOCF) generation will remain solid despite our expectations for lower levels in 2024 because of working capital investments and continued higher levels of capital expenditures (capex) in fiscal 2024. Visual Comfort is investing significantly in its direct sales channel and opened 11 new showrooms in 2023, bringing its total showroom count to 46. We expect capex of at least $40 million over the next 12 months and believe the company will continue to expand its showroom footprint. Visual Comfort is also embarking on other information technology (IT) investments focused on enterprise resource planning upgrades and e-commerce enhancements. "Additionally, we forecast the company will require about $30 million in cash usage for working capital purposes in fiscal 2024 as it builds its inventory levels to service demand. Lower lead times and shipping costs for imports allowed Visual Comfort to reduce inventory levels significantly in 2023, leading to FOCF generation of about $88 million. While we expect FOCF generation to remain healthy in fiscal 2024, it will decline to $35 million-$45 million due to higher levels of investments. "We expect Visual Comfort's financial-sponsor ownership will keep its S&P Global Ratings-adjusted leverage above 5x over the long term. In January 2024, Visual Comfort completed the acquisition of certain lighting assets for about $15 million through a combination of cash and contingent consideration. The acquisition enhanced the company's capabilities in architectural lighting, motorized shading, and controls technology for the smart home. The company repaid $26 million of its second-lien debt in fiscal 2023 to reduce its interest burden. "We believe financial sponsors will prioritize reinvestment in the business for showroom expansion and potentially acquisitions to accelerate growth and consolidate a fragmented industry. We expect the company to pursue acquisitions similar to its core businesses to add brands or incremental capabilities within existing categories as part of its strategy to drive long-term growth. As a result, we believe Visual Comfort's leverage will remain above 5x over the long term. "The stable outlook reflects our expectation that Visual Comfort will continue to increase its profitability, resulting in leverage declining to about 6x and sustained positive FOCF generation over the next 12 months." S&P could lower its ratings on Visual Comfort if leverage increases and remains above 6.5x. This could happen if: -- Operating performance deteriorates due to weaker-than-expected macroeconomic conditions or increased competition; or -- The company increases leverage through more aggressive financial policies, including large, debt-financed acquisitions or shareholder distributions. While unlikely over the next year, S&P could raise the rating if Visual Comfort: -- Commits to less-aggressive financial policies; and -- Sustains leverage below 5x. This could occur if the company applies discretionary cash flow toward debt repayment and does not pursue debt-financed acquisitions or shareholder returns. VECTOR UTILITIES: Hires Law Office of Carl M. Barto as Counsel -------------------------------------------------------------- Vector Utilities, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Law Office of Carl M. Barto as bankruptcy counsel. The firm will provide these services: a. negotiate with creditors and handle routine motions such as motions for relief from stay, cash collateral motions and the myriad of bankruptcy motions that will or have been be filed in this case; b. file objections to claims, if necessary; c. draft, file, prosecute or defend adversary proceedings necessary to determine the extent, validity and priority of liens; d. draft, file and prosecute avoidance actions if necessary; e. draft, file, prosecute or defend adversary proceedings, motions and contested pleadings as necessary; f. revise and file amendments to the Debtor's Plan and Disclosure Statement, if necessary; g. conduct discovery that is required for the completion of the cases or any matter associated with the cases; h. perform all legal matters that are necessary for the completion of the cases; and i. perform miscellaneous legal duties to complete the bankruptcy case. The firm will be paid at these rates: Carl M. Barto $350 per hour Paralegal $90 per hour The firm received a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Carl M. Barto, Esq., a partner at Law Office of Carl M. Barto, 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: Carl M. Barto, Esq. Law Office of Carl M. Barto 817 Guadalupe Laredo, TX 78040 Telephone: (956) 725-7500 Email: cmblaw@netscorp.net About Vector Utilities n/a Vector Utilities in Laredo TX, filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Tex. Case No. 23-60040) on July 16, 2023, listing $2,767,265 in assets and $3,765,955 in liabilities. Griselda C. Gaytan as managing member, signed the petition. Judge Christopher M. Lopez oversees the case. LAW OFFICE OF MARGARET M. MCCLURE serve as the Debtor's legal counsel. VIASAT INC: Units Ink Amendment No. 4 to Credit Pact With Barclays ------------------------------------------------------------------ Viasat, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 28, 2024, Connect Midco Limited ("Holdings"), Connect Bidco Limited ("Bidco"), Connect Finco SARL ("Lux Finco"), Connect U.S. Finco LLC ("US Finco") and certain other subsidiary loan parties (collectively, with Holdings, Bidco, Lux Finco and US Finco, "Inmarsat," and all indirect wholly owned subsidiaries of Viasat, Inc. ("Viasat")) entered into Amendment No. 4 to Credit Agreement with Barclays Bank plc, as existing administrative agent and collateral agent, Bank of America, N.A., as successor administrative agent and collateral agent, and the lenders and issuing banks party thereto (the "Refinancing Amendment") to amend the existing Credit Agreement, dated December 12, 2019, among Holdings, Bidco, Lux Finco, US Finco, certain subsidiaries of Bidco, Barclays Bank plc, as administrative agent and collateral agent, and the lenders and issuing banks party thereto (the "Existing Credit Agreement"), under which the existing $700 million revolving credit facility maturing in December 2024 and a majority of the existing $1.75 billion term loan facility maturing in December 2026 (the "2026 TLB Facility") under the Existing Credit Agreement were replaced with a new $550 million (undrawn) revolving credit facility that matures in March 2027 (or (i) if more than $100 million of borrowings under the 2026 TLB Facility remains outstanding on the date that is 91 days prior to the maturity of the 2026 TLB Facility, such date or (ii) if more than $100 million of Inmarsat’s existing 6.750% senior secured notes due 2026 (the "Inmarsat 2026 Notes") remains outstanding on the date that is 91 days prior to the maturity of the Inmarsat 2026 Notes, such date) and a new $1.3 billion term loan facility that was fully drawn at closing and matures in September 2029. Proceeds from the new term loan facility, together with cash on hand, were used to repay approximately $1,384 million of the approximately $1,684 million of outstanding borrowings under the 2026 TLB Facility, resulting in $300 million in principal amount of term loan borrowings remaining outstanding under the 2026 TLB Facility at closing. Under the Existing Credit Agreement, as amended by the Refinancing Amendment (as so amended, the "Amended Credit Agreement"), borrowings under the new term loan facility are required to be repaid in quarterly installments of $3.25 million, followed by a final installment on the maturity date thereof. As a result of certain voluntary prepayments made in respect of the 2026 TLB Facility at the closing of the Refinancing Amendment, all quarterly amortization installments with respect to the 2026 TLB Facility have been reduced to $0, with the only remaining scheduled principal repayment being a final installment of $300 million on the maturity date of the 2026 TLB Facility in December 2026. Borrowings under the Amended Credit Agreement, (1) in the case of borrowings denominated in U.S. Dollars, bear interest, at Inmarsat’s option, at either (i) the highest of (x) the greater of the federal funds rate or the overnight banking fund rate for such day plus 0.50%, (y) the forward-looking one-month term SOFR rate plus 1.00% or (z) the administrative agent’s prime rate as announced from time to time, or (ii) the forward-looking term SOFR rate for the applicable interest period (subject to, in the case of the new term loan facility, a floor of 0.50% per annum, in the case of the new revolving credit facility, a floor of 0.00% per annum and, in the case of the 2026 TLB Facility, a floor of 1.00% per annum), and (2) in the case of borrowings denominated in available currencies other than U.S. Dollars, bear interest based upon the applicable benchmark for such currencies as described in the Amended Credit Agreement, plus, in all cases, an applicable margin. The applicable margin for the 2026 TLB Facility remains at 2.50% per annum for base rate loans and 3.50% per annum for SOFR loans and the applicable margin for the new term loan facility is 3.50% per annum for base rate loans and 4.50% per annum for SOFR loans. The applicable margin for borrowings under the new revolving credit facility ranges between 1.50% and 2.25% per annum (in the case of base rate loans) and 2.50% and 3.25% per annum (in the case of SOFR loans), in each case, based on Inmarsat’s total net leverage ratio. The Amended Credit Agreement contains covenants that restrict, among other things, Inmarsat’s ability to incur additional debt, grant liens, sell assets, make investments and acquisitions, pay dividends and make certain other restricted payments. In addition, the Amended Credit Agreement contains a total net leverage ratio financial covenant and an interest coverage ratio financial covenant, each of which apply solely to the new revolving credit facility (unless the obligations under the new revolving credit facility have been accelerated). The Amended Credit Agreement also contains customary events of default. Upon the occurrence and during the continuance of an event of default, the lenders may declare all outstanding amounts under the Amended Credit Agreement immediately due and payable, and may terminate commitments to make any additional advances thereunder. Certain of the lenders under the Amended Credit Agreement, and their respective affiliates, have performed, and may in the future perform, for Viasat and its affiliates various commercial banking, investment banking, financial advisory or other services for which they have received and/or may in the future receive customary compensation and expense reimbursement. About Viasat Inc. Viasat, Inc., headquartered in Carlsbad, California, operates a consumer satellite broadband internet business, an in-flight connectivity business, and provides satellite and related Communications, 0networking systems and services to government and commercial customers. Inmarsat operates a satellite communications network using L-band, Ka-band and S-band spectrum, and provides voice and data services to customers on land, at sea and in the air. Egan-Jones Ratings Company, on November 15, 2023, retained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Viasat, Inc. VICTORY IN CHRIST: Seeks Approval to Hire an Appraiser ------------------------------------------------------ Victory In Christ Ministries seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Michael Tidwell II, SRA as to appraise its property located at 3220 W 85th Street, Inglewood, California 90305. Mr. Tidwell will charge $425 per hour for his services. Mr. Tidwell assured the court that he does not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Michael J. Tidwell II, SRA Los Angeles, CA Mobile: (310) 242-0070 Email: ContactTidwewll@gmail.com About Victory In Christ Ministries Victory In Christ Ministries is the owner of real property located at 3220 W 85th Street, Inglewood, CA 90305 having a comparable sale value of $2.2 million. Victory In Christ Ministries filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-16777) on October 17, 2023, listing $2,296,500 in assets and $1,257,546 in liabilities. The petition was signed by Steven Rene Mitchell as CEO. Judge Vincent P. Zurzolo presides over the case. Onyinye N Anyama, Esq. at ANYAMA LAW FIRM, APC represents the Debtor as counsel. VIEW INC: Files for Chapter 11 With Debt-for-Equity Plan -------------------------------------------------------- View Inc. (Nasdaq: VIEW) said it reached an agreement with Cantor Fitzgerald, L.P., RXR Realty and other stakeholders that includes View and some units filing prepackaged Chapter 11 cases. View said in a statement it reached an agreement with Cantor Fitzgerald, RXR Realty, and certain of the Company's stakeholders on the terms of a financial restructuring that is designed to strengthen the firm's balance sheet and better position View for the future. To ensure a timely process, View and certain of its subsidiaries will commence prepackaged Chapter 11 cases in the District of Delaware. During this time, View expects its operations to continue as normal. View also expects that trade claims will be unaffected, orders will continue to be fulfilled, and customers will continue to be supported. The Company expects to obtain court approval for the Proposed Transaction within 45 days of April 2, 2024. Shortly thereafter, View expects to emerge as a privately held company with a reorganized board of directors, whereby Howard Lutnick, Chairman & CEO of Cantor Fitzgerald, and Scott Rechler, Chairman & CEO of RXR, will provide support and guidance to View on its operational structure and corporate strategy. "Today's announcement marks the culmination of a thorough strategic review of our business operations to help ensure we have the proper capital structure going forward," said Dr. Rao Mulpuri, CEO of View. "With the support of Cantor Fitzgerald and RXR, we intend to maximize our business potential with increased financial stability and be better positioned to increase our presence across the real estate ecosystem." Dr. Mulpuri continued, "Over the years, we made significant progress in building our business and, today, have well-established products, operations, and customers. We remain committed to our mission of creating smart, healthy and sustainable buildings." "We continue to be impressed with View's products and software services," said Howard W. Lutnick, Chairman & CEO of Cantor Fitzgerald. "Our financing is intended to allow View to continue to develop their innovative offerings for the real estate industry." "View's smart windows make buildings more sustainable, experiential, healthier, and smarter," said Scott Rechler, Chairman and CEO of RXR. "We look forward to working closely with Howard Lutnick and Cantor Fitzgerald to help View restructure its balance sheet and emerge with a Company that is fit for the future." Debt-for-Equity Plan The proposed transaction would result in View's existing senior secured term loans and unsecured convertible notes being cancelled and the holders receiving 100% of the equity interests in the reorganized Company and existing equity interests being cancelled. To facilitate the Proposed Transaction, View, Cantor Fitzgerald, RXR, and certain other investors have executed a Restructuring Support Agreement, dated April 2, 2024 (the "Restructuring Support Agreement"). The parties to the Restructuring Support Agreement represent 90.3% of the Company's noteholders and 100% of the Company's term lenders. The proposed transaction would be implemented through a court-supervised process and, as such, the Company and certain of its subsidiaries will commence prepackaged Chapter 11 cases in the District of Delaware. Cantor Fitzgerald, RXR, and other investors have committed to provide debtor-in-possession financing to fund the Chapter 11 cases and the Proposed Transaction contemplates additional new money contributions in connection with emergence. Additional Information Additional details regarding the Proposed Transaction can be found in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on April 2, 2024. As previously announced, by letter dated January 26, 2024, the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC determined to delist View's securities from Nasdaq. View previously requested a hearing before the Nasdaq Hearings Panel, which request stayed the Staff's delist determination at least pending completion of the hearing and the expiration of any extension that may be granted. On April 2, 2024, View withdrew from its hearing before the Nasdaq Hearings Panel in connection with the commencement of the Chapter 11 cases. Additional information on the Chapter 11 cases, including court filings and other information related to the proceedings, will be available on a website administrated by the Company's claims agent, Kroll Restructuring Administration LLC, at https://cases.ra.kroll.com/View. About Cantor Fitzgerald, L.P. Cantor Fitzgerald, with over 12,500 employees, is a leading global financial services group at the forefront of financial and technological innovation and has been a proven and resilient leader for over 79 years. Cantor Fitzgerald & Co. is a preeminent investment bank serving more than 5,000 institutional clients around the world, recognized for its strengths in fixed income, equities, capital markets, investment banking, SPAC underwriting and PIPE placements, prime brokerage, commercial real estate, and infrastructure, and for its global distribution platform. Cantor Fitzgerald & Co. is one of 24 Primary Dealers authorized to transact business with the Federal Reserve Bank of New York. About RXR Realty RXR Realty is an innovative investor, developer and place-maker committed to applying a customer and community-centered approach to building properties, services, and products that create enduring value for all stakeholders. Headquartered in New York with a national platform strategy, RXR is a 450+ person, vertically integrated operating and development company with expertise in a wide array of value creation activities, including ground up real estate, infrastructure and industrial development, uncovering value in underperforming properties, repurposing well-located iconic properties, incorporating cutting edge technologies and value-added lending. The RXR platform manages 93 commercial real estate properties and investments with an aggregate gross asset value of approximately $18 billion, comprising approximately 30.5 million square feet of commercial properties, a multi-family residential portfolio of approximately 9,400 units under operation or development, and control of development rights for an additional approximately 3,000 multi-family and for sale units as of December 31, 2023. Gross asset value compiled by RXR in accordance with company fair value measurement policy and is comprised of capital invested by RXR and its partners, as well as leverage. About View View Inc. provides smart building technologies that transform buildings to improve human health and experience, reduce energy consumption, and generate additional revenue for building owners. View Smart Windows automatically adjust in response to the sun, eliminating the need for blinds and increasing access to natural light. View Smart Windows are installed and designed into 50 million square feet of buildings including offices, hospitals, airports, educational facilities, hotels, and multifamily residences. View Smart Building Cloud connects, manages and optimizes a portfolio of smart buildings with cybersecurity solutions. View Smart Building Cloud enables digitalization of over 100 million square feet of real estate. On the Web: http://www.view.com/ View Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10692) on April 2, 2024. In the petition signed by William T. Krause, as chief legal officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million. The Company disclosed total assets of $291,438,000 against total debt of $359,376,000 as of Sept. 30, 2023. Cole Schotz, P.C. serves as legal advisor and SOLIC Capital serves as financial advisor to View. Kroll Restructuring Administration LLC is the claims and balloting agent. Sidley Austin LLP serves as legal advisor to Cantor Fitzgerald. Gibson, Dunn & Crutcher LLP serves as legal advisor to RXR. VISUAL COMFORT: Moody's Lowers First Lien Term Loan Rating to B2 ---------------------------------------------------------------- Moody's Ratings downgraded VC GB Holdings I Corp.'s ("Visual Comfort") senior secured first lien term loan rating to B2 from B1. At the same time, Moody's assigned a B2 rating to the company's proposed $275 million incremental senior secured first lien term loan. Moody's also affirmed Visual Comfort's B2 corporate family rating and B2-PD probability of default rating. The Caa1 senior secured second lien term loan rating has been reviewed in the rating committee and remains unchanged. The rating outlook is maintained at stable. Proceeds from the proposed first lien term loan add-on will be used to repay the company's $269 million second lien term loan as well as transaction fees and expenses. The transaction will be leverage neutral while lowering the company's annual interest cost. Visual Comfort's Caa1 second lien term loan rating remains unchanged as Moody's expects a full repayment with transaction proceeds. The downgrade of the first lien term loan reflects the elimination of a layer of loss absorption below the senior secured first lien term loan, resulting from the repayment of the entire second lien term loan. The first lien debt will represent the preponderance of the company's obligations following the closing of the proposed transaction. The affirmation of the CFR continues to reflect Visual Comfort's consistent generation of free cash flow, which along with improving gross margins, supports deleveraging through 2024. The stable outlook reflects Moody's expectation that Visual Comfort will be able to maintain its improved margins and will be able to improve its interest coverage metrics over the next 12-18 months. RATINGS RATIONALE Visual Comfort's B2 CFR reflects high debt leverage, exposure to cyclical end markets, and the inherent elasticity of demand for lighting products. Other constraints to the rating include the highly competitive nature of the lighting industry as well as the potential for shareholder-friendly returns stemming from the private equity ownership of the company. Counterbalancing these risks is the company's good liquidity, lack of near-term maturities, stable free cash flow generation and strengthening market position in the niche and fragmented lighting market. Moody's expects Visual Comfort to maintain good liquidity over the next 12 to 18 months, supported by solid free cash flow generation, flexibility under its springing fixed charge coverage covenant, and full availability under its $125 million ABL credit facility. Visual Comfort's liquidity is also supported by the lack of upcoming debt maturities, with the nearest maturity being its $125 million ABL credit facility in July 2026. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company expands its size and scale, reduces its leverage sustainably below 5.0x, increases EBITDA less capex to interest expense above 2.5x, while maintaining solid operating margins, conservative financial policies, and good liquidity, including positive free cash flow. The ratings could be downgraded if the company does not make consistent progress in deleveraging toward 6.0x, if operating margin weakens, including due to softness in the end markets, or if EBITDA less capex to interest coverage remains below 1.5x. Aggressive financial policies in a form of shareholder returns or debt-funded acquisitions, or a deterioration in liquidity, including weakening in free cash flow such that cash flow does not cover debt amortization, could also lead to a downgrade. The principal methodology used in these ratings was Consumer Durables published in September 2021. WARFIELD HISTORIC: Hires Shulman Rogers as Bankruptcy Counsel ------------------------------------------------------------- Warfield Historic Properties, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Maryland to employ Shulman Rogers, P.A., as their bankruptcy counsel. The firm will render these services: a. provide the Debtors with legal advice with respect to their powers and duties in the operation of their business and the management of their properties pursuant to the Bankruptcy Code; b. prepare on behalf of the Debtors all necessary applications, answers, orders, reports and other legal papers; c. assist in analyses and representation with respect to lawsuits to which the Debtors are or may be a party; d. negotiate, prepare, file and seek approval of plans of reorganization; e. represent the Debtors at all hearings, meetings of creditors and other proceedings; and f. perform all other legal services for the Debtors. The Debtors have paid Shulman Rogers $46,673.38 for pre-petition invoices. Prior to the Petition Date, the Debtors delivered an additional $100,000 as a security retainer for post-petition services. Michael Lichtenstein, Esq., at Shulman Rogers, disclosed in court filings that his firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael J. Lichtenstein, Esq. Shulman, Rogers, Gandal, Pordy & Ecker, P.A. 12505 Park Potomac Avenue, Sixth Floor Potomac, MD 20854 Telephone: (301) 230-5200 Facsimile: (301) 230-2891 Email: mjl@shulmanroges.com About Warfield Historic Properties Warfield Historic Properties, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 24-12500) on March 26, 2024. In the petition signed by Roger Conley as president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Michael J. Lichtenstein, Esq, at Shulman Rogers, P.A. represents the Debtor as counsel. WEST DEPTFORD: Moody's Cuts Rating on Sr. Secured Loans to 'Caa1' ----------------------------------------------------------------- Moody's Ratings downgraded West Deptford Energy Holdings, LLC's (WDE or the Project) senior secured credit facilities to Caa1 from B3. The outlook remains negative. RATINGS RATIONALE The rating downgrade to Caa1 from B3 reflects Moody's view that financial metrics will continue to underperform as energy margin contributions remain weak owing to the impact of the Regional Greenhouse Gas Initiative (RGGI) on New Jersey based plants' competitive position relative to non-RGGI neighbor states. Additionally, low capacity auction prices in PJM Interconnection, LLC (PJM, Aa2 stable) also weigh on the Project's near-term cash flows. West Deptford's weak energy margin contributions are a critical negative credit factor. Through Q3 2023, operational results have been below budgeted expectations. Gross margin for the quarter was unfavorable to budget, primarily due to weaker energy margins. The lower capacity factor continued in 2023 and is a result of management cycling the unit off to optimize run time during economic periods, in the face of softer spark spreads. This dynamic is unique to the West Deptford plant and is caused by the Project's location on the New Jersey side of the NJ/PA border, which puts it at a cost disadvantage to its PA-based competitors that are not subject to RGGI expenses. Unlike New Jersey, Pennsylvania is not participant in RGGI and Moody's no longer expect that PA will join RGGI in the near term. For WDE, this means the plant's long term economic value is akin to a peaking facility and is far below the 60-70% utilization anticipated at the loan's financing in 2019. Moody's view WDE's exposure to carbon transition under RGGI as an environmental consideration under Moody's Environmental, Social, and Governance risk assessment. The decline in capacity pricing for 2024 and 2025 in PJM's EMAAC zone where West Deptford is located is another near term negative credit factor. While auction prices in EMAAC will increase to $55 per MW-day for the 2024-25 planning year, they are substantially lower than the $97 per MW-day price seen in the June 2022-May 2023 planning year and $166 per MW-day for the 2021-22 planning year. Moody's expect the 2025/26 capacity auction scheduled for July 2024 to be a critical data point for WDE's credit profile. While results are likely to be higher than the 2024-25 prices, a strong pricing outcome may not be enough to reverse WDE's trajectory, in Moody's view. Absent substantial market improvement, the Project may struggle to generate sufficient cash flow to cover debt service in 2024 under Moody's current projections due to declining capacity prices, declining energy futures and about $5 million of major maintenance planned in 2024. Additionally, WDE has liquidity facilities expiring in August 2024 that will need to be addressed. Factors supporting WDE's credit quality include its asset quality and solid operational track record, which are both supportive of the Project's long term value. The plant is a 2014-vintage combined cycle natural gas turbine that is capable of producing a competitive -7,000 BTU/kWh baseload heat rate. It has operated with low forced outage rates and solid availability metrics in recent years. The plant is located in PJM's EMAAC capacity pricing zone, which affords it premium pricing, albeit at lower levels than in prior years. The project also enjoys pipeline diversity with physical access to natural gas from both the Transco and Columbia pipelines, with firm transportation contracted with South Jersey Resources Group and Mercuria Energy America, Inc. The plant's fuel supply pricing point is Transco Z6 Non-NY. WDE's credit profile also benefits from a financially strong sponsor group. RATING OUTLOOK The negative outlook reflects Moody's view that the Project's capacity factors will remain low given ongoing exposure to RGGI, which will continue to pressure cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Owing to the negative outlook, limited prospects exist for the rating to be upgraded in the short-term. The rating could be upgraded if WDE is able to maintain a modest cushion over its covenant and sustain metrics in-line with the B rating category. The rating could also be stabilized if the 2025-2026 PJM capacity auction result for EMAAC produces significantly higher pricing, which is not Moody's base case. Credit upside could also occur if Pennsylvania's entrance into RGGI occurs. FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS The rating could be downgraded further if the WDE has a covenant default, if it is unable address its liquidity with its upcoming revolver expiration or if other events occur that cause financial performance or liquidity to weaken further. PROFILE West Deptford Energy Holdings, LLC owns the West Deptford Energy Station, a 744 MW 2014-vintage gas-fired combined cycle electric generating facility located in West Deptford Township, NJ. It is a merchant power plant located in PJM Interconnection's EMACC capacity price zone. West Deptford's sponsor group includes LS Power, which built the plant, along with subsidiaries of Marubeni Corporation (Baa1 stable), Kansai Electric Power Company, Incorporated (A3 stable), Ullico, Arctic Slope, Prudential/Lincoln, and Sumitomo Corporation (Perennial, Baa1, stable). PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Power Generation Projects published in June 2023. YIELD10 BIOSCIENCE: Denied Another 180-Day Extension by Nasdaq -------------------------------------------------------------- Yield10 Bioscience, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on March 26, 2024, the Company received written notice from the Staff stating that the Company is not eligible for a second 180-day compliance period for the Minimum Bid Price Rule deficiency because the Company does not comply with the $5,000,000 minimum stockholders' equity initial listing requirement for The Nasdaq Capital Market. As previously reported, the Company received a letter from the staff of The Nasdaq Stock Market LLC on September 25, 2023, stating that for the previous 30 consecutive business days, the bid price for the Company's common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until March 25, 2024, to regain compliance with the Minimum Bid Price Rule. The Company was unable to regain compliance with the Minimum Bid Price Rule prior to the expiration of the 180 calendar day period. Also as previously reported, the Company participated in a hearing before the Nasdaq Hearings Panel on February 6, 2024. On February 13, 2024, the Company was notified by the Panel that it had been granted an additional extension to remain listed on The Nasdaq Capital Market until May 13, 2024, subject to certain conditions. These conditions include that the Company provide a written update on the status of its plans to obtain financing and strengthen its balance sheet by March 15, 2024, as well as provide prompt notification of any significant events during the period of extension that may affect the Company's compliance with Nasdaq requirements. The Company provided this update to Nasdaq on March 14, 2024. The Notice indicates that the Company must present its views with respect to this deficiency to the Panel in writing, which it intends to do. Among other measures, the Company intends to schedule a special meeting of its shareholders for April 26, 2024 to approve a reverse stock split, in order to increase the price of its common stock to a level that will satisfy the Minimum Bid Price Rule. There continues to be no immediate effect on the listing of the Company's common stock, which continues to trade on The Nasdaq Capital Market under the symbol "YTEN." The Company is working diligently to satisfy, and intends to regain compliance with, the Minimum Bid Price Rule. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Rule or that Nasdaq will grant the Company a further extension of time to achieve compliance with the Minimum Bid Price Rule. The Company intends to continue to monitor its closing bid price for its common stock and will continue considering all available options to comply with the Minimum Bid Price Rule as may be necessary. About Yield10 Yield10 Bioscience, Inc. -- http://www.yield10bio.com-- is an agricultural bioscience company focused on the large-scale production of low carbon sustainable products from processing Camelina seed using the oilseed Camelina sativa ("Camelina") as a platform crop. Yield10 Bioscience reported a net loss of $13.57 million for the year ended Dec. 31, 2022, compared to a net loss of $11.03 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $8.08 million in total assets, $3.68 million in total liabilities, and $4.40 million in total stockholders' equity. Boston, Massachusetts-based RSM US LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 14, 2023, citing that the Company has suffered recurring losses from operations and does not have sufficient liquidity to meet forecasted costs. This raises substantial doubt about the Company's ability to continue as a going concern. Based on its current cash forecast, the Company anticipates that its present capital resources will not be sufficient to fund its planned operations beyond early December 2023, which raises substantial doubt as to the Company's ability to continue as a going concern. This forecast of cash resources is forward-looking information that involves risks and uncertainties, and the actual amount of expenses could vary materially and adversely as a result of a number of factors. The Company's ability to continue operations after its current cash resources are exhausted will depend upon its ability to obtain additional financing through, among other sources, public or private equity financing, secured or unsecured debt financing, equity or debt bridge financing, warrant holders' ability and willingness to exercise the Company's outstanding warrants, and additional government research grants or collaborative arrangements with third parties, as to which no assurances can be given. The Company does not know whether additional financing will be available on terms favorable or acceptable to it when needed, if at all. If additional funds are not available when required, the Company will be forced to curtail its research efforts, explore strategic alternatives and/or wind down its operations and pursue options for liquidating its remaining assets, including intellectual property and equipment, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. [*] Commercial Chapter 11 Filings Rise 43% in the 1st Qtr. of 2024 ------------------------------------------------------------------ Evan Ochsner of Bloomberg Law reports that corporate bankruptcies ticked up 43% in the first quarter from 2023. Commercial Chapter 11 filings were up 43% in the first three months of 2024 over the same period last year, 2023, continuing an upward trend for new bankruptcy cases. There were 1,894 new commercial Chapter 11 cases in the first quarter of the year, up from 1,325 in that period last year, according to data tracked by Epiq Bankruptcy, a bankruptcy services provider. The bump includes an increase in small business filings, known as Subchapter V cases. There were 606 of those cases filed in the first quarter of 2024, compared to 465 in the first quarter of 2023. [] BOOK REVIEW: The Titans of Takeover -------------------------------------- Author: Robert Slater Publisher: Beard Books Softcover: 252 pages List Price: $34.95 Order your personal copy at http://www.beardbooks.com/beardbooks/the_titans_of_takeover.html Once upon a time -- and for a very long while -- corporate behemoths decided for themselves when and if they would merge. No doubt such decisions were reached the civilized way, in a proper men's club with plenty of good brandy and better cigars. Like giants, they strode Wall Street, fearing no one save the odd trust-busting politico, mutton-chopped at the turn of the twentieth century, perhaps mustachioed in the 1960s when the word was no longer trust but monopoly. Then came the decade of the 1980s. Enter the corporate raiders, men with cash in hand, shrewd business sense, and not a shred of reverence for the Way Things Have Always Been Done. These businesspeople -- T. Boone Pickens, Carl Icahn, Saul Steinberg, Ted Turner -- saw what others missed: that many of the corporate giants were anomalies, possessed of assets well worth possessing yet with stock market performances so unimpressive that they could be had for bargain prices. When the corporate raiders needed expert help, enter the investment bankers (Joseph Perella and Bruce Wasserstein) and the M&A attorneys (Joseph Flom and Martin Lipton). And when the merger went through, enter the arbitragers who took advantage of stock run-ups, people like Ivan "Greed is Good" Boesky. The takeover frenzy of the 1980s looked like a game of Monopoly come to life, where billion-dollar companies seemed to change ownership as quickly as Boardwalk or Park Place on a sweet roll of dice. By mid-decade, every industry had been affected: in 1985, 3,000 transactions took place, worth a record-breaking $200 billion. The players caught the fancy of the media and began showing up in the news until their faces were almost as familiar to the public as the postman's. As a result, Jane and John Q. Citizen's in Wall Street began its climb from near zero to the peak where (for different reasons) it is today. What caused this avalanche of activity? Three words: President Ronald Reagan. Perhaps his most firmly held conviction was that Big Business was Being shackled by the antitrust laws, deprived a fair fight against foreign competitors that has no equivalent of the Clayton Act in their homelands. Reagan took office on Jan. 20, 1981, and it wasn't long after that that his Attorney General, William French Smith, trotted before the D.C. Bar to opine that, "Bigness does not necessarily mean badness. Efficient firms should not be hobbled under the guise of antitrust enforcement." (This new approach may have been a necessary corrective to the over-zealousness of earlier years, exemplified by the Supreme Court's 1966 decision upholding an enforcement action against the merger of two supermarket chains because the Court felt their combined share of 8% (yes, that's "eight percent") of the Los Angeles market was potentially anticompetitive.) Raiders, investment bankers, lawyers, and arbitragers, plus the fun couple Bill Agee and Mary Cunningham --remember them? -- are the personalities Profiled in Robert Slater's book, originally published in 1987, Slater is a wonderful writer, and he's given us a book no less readable for being absolutely stuffed with facts, many of them based on exclusive behind-the-scenes interviews. About The Author Robert Slater has authored several business books, which have been on the best-seller lists. He has been a journalist for Newsweek and Time. ********* 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 ***