/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240506.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, May 6, 2024, Vol. 28, No. 126 Headlines 4D LIVESTOCK: Unsecureds to be Paid in Full in Subchapter V Plan 4TH VECTOR: Seeks to Extend Plan Exclusivity to May 31 5 STAR DEVELOPERS: Taps Herrin Law PLLC as Bankruptcy Counsel 5120 REALTY: Seeks to Hire Neglia Appraisals as Appraiser 76 M INC: Hires 10Ninety Group to Provide Accounting Services ALTICE USA: S&P Places 'B-' ICR on CreditWatch Negative AMICAS PIZZA: Seeks to Hire Troiano & Hanselmann as Accountant ANASTASIA PARENT: $650MM Bank Debt Trades at 35% Discount APOSTOLIC CHURCH: Unsecureds to Split $24K in Consensual Plan ASTRA ACQUISITION: $1.30BB Bank Debt Trades at 41% Discount AT HOME GROUP: $600MM Bank Debt Trades at 46% Discount ATLAS PURCHASER: $392MM Bank Debt Trades at 29% Discount ATLAS PURCHASER: $610MM Bank Debt Trades at 39% Discount AULT ALLIANCE: Reports Preliminary Revenue of $36M for Q1 2024 AVISON YOUNG: $135.5MM Bank Debt Trades at 20% Discount AVISON YOUNG: $61.1MM Bank Debt Trades at 40% Discount BADGER FINANCE: Moody's Affirms 'Caa2' CFR, Outlook Negative BANNING, CA: S&P Lowers Electric Revenue Bond Rating to 'BB' BELLE ISLE: Continued Operations to Fund Plan Payments BISHOP OF OAKLAND: Plan Exclusivity Period Extended to Sept. 6 BOISSON INC: Taps Levene Neale Bender as Bankruptcy Counsel BOTW HOLDINGS: Seeks to Hire Markus Williams Young as Counsel BROCK HOLDINGS: S&P Assigns 'B-' ICR, Outlook Stable CANO HEALTH: Updates Unsecureds & First Lien Claims Details CASA SYSTEMS: Nasdaq Delists Securities CB POLY: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable COGENT COMMUNICATIONS: Moody's Affirms 'B2' CFR, Outlook Stable COMMUNITY HEALTH: Unveils Q1 2024 Financial Results CONVERGEONE HOLDINGS: $1.11BB Bank Debt Trades at 82% Discount CW PETROLEUM: M&K CPAS Raises Going Concern Doubt DEL MONTE FOODS: S&P Downgrades ICR to 'CCC+', On Watch Negative DIGITAL DISPLAY: Seeks to Hire Langley & Banack as Attorney DIGITAL MEDIA: $225MM Bank Debt Trades at 89% Discount DIGITAL MEDIA: S&P Upgrades ICR to 'CCC' Following Restructuring DIMICRON INC: Larson & Company Raises Going Concern Doubt DIOCESE OF NEW ORLEANS: Comm. Taps H. Kent Aguillard as Counsel DODGE CONSTRUCTION: $455MM Bank Debt Trades at 21% Discount EBIX INC: Plan Exclusivity Period Extended to July 14 EKSO BIONICS: Reports $3.4MM Net Loss in 2024 First Quarter ELITE LIMOUSINE: Seeks to Extend Plan Exclusivity to July 24 EMPIRE TODAY: $595MM Bank Debt Trades at 30% Discount EOS US FINCO: $534.7MM Bank Debt Trades at 25% Discount EYECARE PARTNERS: $110MM Bank Debt Trades at 53% Discount EYECARE PARTNERS: $250MM Bank Debt Trades at 53% Discount EYECARE PARTNERS: $300MM Bank Debt Trades at 71% Discount EYECARE PARTNERS: $440MM Bank Debt Trades at 53% Discount EYECARE PARTNERS: $750MM Bank Debt Trades at 52% Discount FAIRPORT BAPTIST: Committee Taps Verdolino & Lowey as Accountant FINTHRIVE SOFTWARE: $460MM Bank Debt Trades at 31% Discount FOCUS FINANCIAL: Moody's Alters Outlook on 'B1' CFR to Negative FOUNDEVER WORLDWIDE: $1.40BB Bank Debt Trades at 26% Discount FROGGY FLATS: Seeks to Hire Coldwell Banker as Real Estate Agent FUEL DOCTOR: Changes its Name to Charging Robotics Inc. FUEL DOCTOR: Completes Name Change, Stock Split GAUCHO GROUP: Regains Nasdaq Compliance GAUCHO GROUP: Says Argentina's NATO Bid Paves Path for Growth GAUCHO GROUP: To Effect 1-for-10 Reverse Stock Split H-FOOD HOLDINGS: $1.15BB Bank Debt Trades at 32% Discount H-FOOD HOLDINGS: $415MM Bank Debt Trades at 32% Discount H-FOOD HOLDINGS: $515MM Bank Debt Trades at 32% Discount HAPPYNEST REIT: Assurance Dimensions Raises Going Concern Doubt HAWAIIAN HOLDINGS: Reports $137.6 Million Net Loss in Q1 2024 HOME AND HOUSES: Gets OK to Hire Theodore N. Stapleton as Counsel HORNBLOWER SUB: $349.4MM Bank Debt Trades at 74% Discount HOT CRETE: Seeks to Hire Hayward PLLC as Bankruptcy Counsel HS PURCHASER: $670MM Bank Debt Trades at 16% Discount ICAP ENTERPRISES: Seeks to Extend Plan Exclusivity to July 15 INTRUSION INC: Regains Compliance of Nasdaq Listing Requirements JACKSON, MS: S&P Withdraws 'BB-' Water And Sewer Rev. Bond Rating JJ ARCH: Taps Wiggin and Dana as Conflicts And Litigation Counsel LERETA LLC: $250MM Bank Debt Trades at 23% Discount LEXARIA BIOSCIENCE: Shareholders OK Directors, Auditors at ASM LIFESCAN GLOBAL: $1.01BB Bank Debt Trades at 62% Discount MAGNOLIA SENIOR LIVING: Unsecureds to be Paid in Full in 24 Months MIDWEST PHYSICIAN: $730MM Bank Debt Trades at 16% Discount MIG EAST: Unsecured Creditors to Get 100 Cents on Dollar in Plan MLN US HOLDCO: $576MM Bank Debt Trades at 80% Discount MORGUARD CORPORATION: DBRS Confirms BB(high) Issuer Rating MR. TORTILLA: Committee Taps Genesis Credit as Financial Advisor NEW CENTURY: Unsecureds Will Get 100% of Claims After Plan Sale NIC ACQUISITION: $1.03BB Bank Debt Trades at 15% Discount NORTHERN OIL: S&P Upgrades ICR to 'B+', Outlook Stable NORTHWEST FIBER: S&P Withdraws 'B-' Issuer Credit Rating NOSRAT LLC: Files Amendment to Disclosure Statement OFFICE PROPERTIES: S&P Cuts ICR to 'CC' on Debt Exchange Offer OPTINOSE INC: Announces Preliminary Q1 XHANCE Net Revenue of $14.9M PARK HOTEL: S&P Rates Subsidiary New Senior Unsecured Notes 'BB' PATHWAY VET: $1.27BB Bank Debt Trades at 17% Discount PECF USS INTERMEDIATE: $2BB Bank Debt Trades at 32% Discount PHYSICIAN PARTNERS: $600MM Bank Debt Trades at 28% Discount PRETIUM PKG: $350MM Bank Debt Trades at 40% Discount PROPERTY ADVOCATES: Fine-Tunes Plan Documents QUORUM HEALTH: $732.2MM Bank Debt Trades at 30% Discount RED DOOR: Seeks to Hire Lane Law Firm PLLC as Bankruptcy Counsel REMARKABLE HEALTHCARE: Seeks to Hire Gutnicki LLP as Legal Counsel RENO CITY CENTER: Committee Taps Porter Simon as Legal Counsel RITE AID: $425MM Bank Debt Trades at 39% Discount RUNNER BUYER: $500MM Bank Debt Trades at 39% Discount S&G HOSPITALITY: Plan Exclusivity Period Extended to June 30 SANDVINE CORP: $110MM Bank Debt Trades at 88% Discount SANDVINE CORP: $400MM Bank Debt Trades at 72% Discount SCILEX HOLDING: Closes $15 Million Registered Direct Offering SCORPIUS HOLDINGS: BDO USA Raises Going Concern Doubt SHEN'S PEKING II: Seeks to Tap Gerstenfeld & Company as Accountant SIGNET JEWELERS: S&P Upgrades ICR to 'BB', Outlook Stable SIRVA: S&P Downgrades ICR to 'CCC' on Elevated Refinancing Risk SKILLSOFT FINANCE II: $640MM Bank Debt Trades at 21% Discount SOUND INPATIENT: $200MM Bank Debt Trades at 43% Discount SRX ENTERPRISES: Unsecureds to be Paid in Full in Plan STG LOGISTICS: $750MM Bank Debt Trades at 34% Discount SUMMIT EXECUTIVE: Seeks to Hire Bleakley Bavol Denman as Counsel SUNPOWER CORP: Adopts Restructuring Plan, Expects $28MM in Charges T&R TRANSPORT: Hires Burch & Cracchiolo as Bankruptcy Counsel THERMOGENESIS HOLDINGS: Receives Nasdaq Non-Compliance Notice TLG CAPITAL: Seeks to Hire Belvedere Legal as Bankruptcy Counsel TRANSCENDIA HOLDINGS: $295MM Bank Debt Trades at 60% Discount U.S. CREDIT: Trustee Taps Garnet Capital Advisors as Broker VALCOUR PACKAGING: $420MM Bank Debt Trades at 38% Discount VERDE RESOURCES: Hires National Implementation Experts VICTORY CAPITAL: Moody's Puts 'Ba2' CFR on Review for Upgrade W&T OFFSHORE: Moody's Affirms 'B3' CFR & Alters Outlook to Negative WIN WASTE: Moody's Lowers CFR to Caa1 & Alters Outlook to Stable WOOF HOLDINGS: $235MM Bank Debt Trades at 56% Discount WW INTERNATIONAL: $945MM Bank Debt Trades at 51% Discount WYTHE BERRY: Updates Interest Holders Claim Details; Amends Plan [^] BOND PRICING: For the Week from April 29 to May 3, 2024 ********* 4D LIVESTOCK: Unsecureds to be Paid in Full in Subchapter V Plan ---------------------------------------------------------------- 4D Livestock LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a Subchapter V Plan of Reorganization dated April 18, 2024. Daniel Brown formed Debtor in February 2020 and is the sole member and manager. Debtor is a custom cattle operation. The Debtor's cattle are currently located in Colorado, at a feed lot, and in Kansas, for open grazing. On April 7, 2020, Debtor obtained a $1.6 million loan from American AgCredit, PCA and used the funds to buy feeder cattle. At that time, the loan was approved at an 80% loan-to-value. The $1.6 million loan was payable on April 1, 2021. All cattle purchases were approved by AgCredit. At this time, cattle were located in Colorado at UFI Feeding LLC. Due to a highly successful operation, on March 31, 2022, Ag Credit increased the loan to $5 million payable on April 1, 2023. On January 19, 2024, Debtor received notice that AgCredit had commenced replevin actions in Colorado and Kansas to repossess the cattle. Debtor requested an extension of the initial replevin hearings from AgCredit to obtain time to close the refinance, which, at this time with the passage of the holidays, was imminent. A response was not received. Debtor filed this case to extend the automatic stay to repossess actions and preserve the cattle. The Debtor disputes the amounts owing to AgCredit and has engaged counsel to investigate and prosecute lender liability claims against AgCredit. The Plan proposes to pay creditors from projected disposable income generated from Debtor's operations. Class 2 consists of the Allowed Claims of unsecured creditors of Debtor. Class 2 shall be paid in full within 90 days from the Effective Date from the GUC Credit Account. This Class is impaired. Class 3 consists of the Interests in Debtor. Upon confirmation of the Plan, Daniel Brown will retain his ownership interest in Debtor. On the Effective Date, Debtor shall open a new deposit account that shall be deemed the AgCredit Account. After Allowed Class 2 Claims are fully paid, Debtor shall deposit all Projected Disposable Income into the AgCredit Account. The funds in the AgCredit Account shall be released to Debtor or AgCredit, as the case may be, by settlement or judgment, of the AgCredit Disputed Claim. On the Effective Date, Debtor shall open a new deposit account that shall be deemed the GUC Creditor Account. Debtor shall deposit all Projected Disposable Income into the GUC Credit Account. All payments to the holders of Allowed Class 2 Claims shall be made from the GUC Creditor Account until the payment obligations under the Plan are completed. The Debtor believes the Plan, as proposed, is feasible. Debtor projects having approximately $200,000 of cash on the Effective Date. This amount is more than sufficient to pay the holders of Allowed Administrative Expense Claims and Allowed Class 2 Claims, as of the filing of the Plan, in full. A full-text copy of the Subchapter V Plan dated April 18, 2024 is available at https://urlcurt.com/u?l=RWqtnO from PacerMonitor.com at no charge. Attorneys for the Debtor: Aaron J. Conrardy, Esq. Wadsworth Garber Warner Conrardy, PC 2580 W. Main St., Ste. 200 Littleton, CO 80120 Telephone: (303) 296-1999 Facsimile: (303) 296-7600 Email: aconrardy@wgwc-law.com About 4D Livestock 4D Livestock LLC is a custom cattle operation. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-10272) on Jan. 22, 2024. In the petition signed by Daniel Brown, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Kimberley H. Tyson oversees the case. The Debtor tapped Aaron J. Conrardy, Esq., at Wadsworth Garber Warner Conrardy, PC as counsel and William M. Sather, CPA, at Sather PC as accountants. 4TH VECTOR: Seeks to Extend Plan Exclusivity to May 31 ------------------------------------------------------ 4th Vector Technologies, LLC asked the U.S. Bankruptcy Court for the Eastern District of North Carolina to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to May 31 and July 31, 2024, respectively. The Debtor asserts that it is in the best interest of the bankruptcy estate to extend Debtor's exclusive periods to file a plan, disclosure statement, and obtain confirmation of its plan. Accordingly, Debtor requests an extension of the statutory exclusive periods. The Debtor requests that the Court extend the exclusive period provided under Section 1121 of the Bankruptcy Code to file a disclosure statement and proposed plan of reorganization for a period of 30 days. 4th Vector Technologies, LLC is represented by: STEVENS MARTIN VAUGHN & TADYCH, PLLC Kathleen O'Malley, Esq. 2225 W. Millbrook Road Raleigh, NC 27612 Tel.: (919) 582-2300 Email: komalley@smvt.com About 4th Vector Technologies 4th Vector Technologies, LLC is an industrial equipment supplier in Raleigh, North Carolina. The Company's current services include: turnkey solutions, retrofits, field support & resource, industrial research & engineering studies, traceability, data collection & analytics, OEM open source development, and preventative maintenance. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-00021) on January 2, 2024. In the petition signed by Robert Couture, CTO/managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Pamela W. McAfee oversees the case. William P. Janvier, Esq., at STEVENS MARTIN VAUGHN & TADYCH, PLLC, represents the Debtor as legal counsel. 5 STAR DEVELOPERS: Taps Herrin Law PLLC as Bankruptcy Counsel ------------------------------------------------------------- 5 Star Developers, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Herrin Law, PLLC as bankruptcy counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) prepare and pursue the confirmation of the plan and approval of a disclosure statement; (c) prepare legal papers; (d) appear in the court and protect the interests of the Debtor before the court; and (e) perform all other legal services for the Debtor which may be necessary and proper in these proceedings. The hourly rates of the firm's counsel and staff are: C. Daniel Herrin $400 Manolo Santiago $400 Paralegals $125 - $175 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer in the amount of $6,738 from the Debtor. C. Daniel Herrin, Esq., owner of Herrin Law, 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: C. Daniel Herrin, Esq. Herrin Law, PLLC 12001 N. Central Expy., Suite 920 Dallas, TX 75243 Telephone: (469) 607-8551 Facsimile: (214) 722-0271 Email: ecf@herrinlaw.com About 5 Star Developers, LLC 5 Star Developers, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40762) on April 1, 2024, listing up to $50,000 in both assets and liabilities. C. Daniel Herrin, Esq. at Herrin Law, PLLC represents the Debtor as counsel. 5120 REALTY: Seeks to Hire Neglia Appraisals as Appraiser --------------------------------------------------------- 5120 Realty Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Neglia Appraisals as its appraiser. The firm will conduct an appraisal of the Debtor’s real property for the purpose of valuing the real property commonly known 5124 4th Avenue, Brooklyn, New York. Neglia shall seek fees in the total amount of $5,000. Richard Sheeler is a "disinterested person" as defined by section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Richard J. Sheeler Neglia Appraisals, Inc. 7711 - 13th Avenue Brooklyn, NY 11228 Tel: (718) 331-2122 Fax: (718) 331-4311 Email: Dom@neglia.com About 5120 Realty Corp. 5120 Realty Corp. is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of a real property located at 5118-5124 4th Avenue, Brooklyn, New York valued at $7 million. 5120 Realty Corp. in Brooklyn, NY, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 24-41259) on March 22, 2024, listing $7,049,127 in assets and $5,804,864 in liabilities. Hui Zhen Kuang as vice president, signed the petition. Judge Elizabeth S Stong oversees the case. THE KANTROW LAW GROUP, PLLC serve as the Debtor's legal counsel. 76 M INC: Hires 10Ninety Group to Provide Accounting Services ------------------------------------------------------------- 76 M Inc. seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ The 10Ninety Group, LLC to provide bankruptcy management and accounting services. The firm will render these services: 1. compile and submit the reports monthly to the Debtor's counsel with all supporting documentation, including UST Form-PCR if needed, at a monthly rate of $600; and 2. create budgets/projections, attend status hearings, process accounting payable and coordinate documentation to the UST, at an hourly rate of $150. The Debtor agrees to a retainer deposit of $5,000. 10Ninety Group is a "disinterested person" as that term is defined 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Tina Shaw The 10Ninety Group, LLC 7989 Fernham Lane Forestville, MD 20747 Phone: (202) 370-1092 Email: Info@10ninetygroup.com About 76 M Inc. 76 M Inc. is primarily engaged in renting and leasing real estate properties. 76 M Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. C. Case No. 24-00003) on Jan. 3, 2023, listing up to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Peter Odagbodo as president. Judge Elizabeth L. Gunn presides over the case. John D. Burns, Esq. at The Burns Law Firm, LLC represents the Debtor as counsel. ALTICE USA: S&P Places 'B-' ICR on CreditWatch Negative ------------------------------------------------------- S&P Global Ratings placed all ratings on Altice USA Inc. on CreditWatch with negative implications, including the 'B-' issuer credit rating. S&P plans to resolve the CreditWatch placement in the coming weeks following a more thorough review of its updated cash flow projections and discussions with management. Altice's inability to translate its turnaround plan into profitable growth in the face of intense competition in the first quarter of 2024 has increased our uncertainty about whether it can improve the long-term sustainability of its capital structure. Management has indicated that it is exploring all options to maintain a capital structure that supports its long-term strategic objectives. Elevated competition continues to pressure results. Altice is in the midst of a turnaround that has spanned several years. Still, EBITDA fell 2.5% year over year (YOY) to the lowest quarterly level since 2016. This was driven by high-speed data (HSD) revenue declines of 4.1% YOY due to 29,400 net HSD subscriber losses in the first quarter (down 2.9% YOY) and a contraction in HSD average revenue per user (ARPU) of about 1%. These trends were all modestly weaker than our forecast for full-year 2024. S&P has a more cautious view of the cable industry. S&P believes it will be increasingly challenging for Altice to improve performance over the next two years given the competitive operating environment. It could be more difficult to refinance its debt over time. It is unclear whether the company will be able to repay its debt at par when it comes due long-term, particularly with interest rates elevated and uncertainty around earnings growth. The company's cash flow currently benefits from an average interest rate of 6.9% but its debt is yielding much higher rates and Altice's ability to generate sustainably positive cash flow longer-term is uncertain as debt is refinanced to market rates. Management's recent comments indicates increased potential for a debt restructuring. The company has indicated that it is exploring all options to maintain a capital structure that supports its long-term strategic objectives. S&P said, "We believe it could be challenging to re-price its customer base and grow its fiber penetration with the limited financial flexibility afforded by the current state of the balance sheet. Therefore, we believe Altice may consider a liability management exercise that includes repurchasing debt at a discount to par, which we would deem as tantamount to default." S&P said, "We plan to resolve the CreditWatch placement in the coming weeks following a more thorough review of our updated cash flow projections and discussions with management. We could lower the rating to 'CCC+' if we believe a debt restructuring is likely at some point in the future even if Altice does not face near-term payment default risk." AMICAS PIZZA: Seeks to Hire Troiano & Hanselmann as Accountant -------------------------------------------------------------- Amicas Pizza, Microbrews & More, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Troiano & Hanselmann, Inc. as accountant. The Debtor previously obtained accountant to prepare its 2022 tax returns and provide related accounting and tax services. The Debtor now seeks to expand the scope of the accountant's employment to incur preparation of its 2023 tax returns, in addition to further auditing and consulting services related to Debtor's finances. The hourly rates of the firm's professionals are as follows: Ayn Hanselmann $250 Support staff $75 Ayn Hanselmann, CPA, an accountant at Troiano & Hanselmann, 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: Ayn Hanselmann, CPA Troiano & Hanselmann, Inc. 1068 Main Street Suite B Sanford, ME 04073 Telephone: (207) 324-0226 Facsimile: (207) 636-8061 Email: info@troiano.net 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. Christopher Bowers, president of the Debtor's Board of Directors, signed the petition. Judge Thomas B Mcnamara oversees the case. The Debtor tapped Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor, PC as legal counsel and Ayn Hanselmann, CPA, at Troiano & Hanselmann, Inc. as accountant. ANASTASIA PARENT: $650MM Bank Debt Trades at 35% Discount --------------------------------------------------------- Participations in a syndicated loan under which Anastasia Parent LLC is a borrower were trading in the secondary market around 65.3 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $650 million Term loan facility is scheduled to mature on August 11, 2025. The amount is fully drawn and outstanding. Anastasia Parent, LLC is the parent company of Anastasia Beverly Hills, Inc., a prestige cosmetics brand that focuses on eyebrow shaping products. APOSTOLIC CHURCH: Unsecureds to Split $24K in Consensual Plan ------------------------------------------------------------- The Apostolic Church of Jesus Orlando West, The Apostolic International Ministries, Inc. filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated April 18, 2024. The Debtor is an Apostolic Church providing worship services, community-oriented programs, and missionary work, aiming to spread its faith and provide spiritual guidance to its members, headquartered in Northwest Orlando, Florida. The Debtor's projected Disposable Income over the life of the Plan is $24,000.00. Class 1 consists of the Secured Claim of Third World Missions. This Claim is secured by a lien on the Third World Missions Collateral. The Class 1 Secured Claim value is approximately $3,200,000.00. This Class is Impaired. To the extent that the claim is allowed as a secured claim, then the holder will: (i) retain the liens securing the claim to the extent of the allowed amount of the claim; and (ii) receive on account of such claim deferred cash payments totaling at least the allowed amount of the claim, of a value, as of the Effective Date of at least the value of the claimant's interest in the estate's interest in the property securing the claim. The Debtor and Third World Missions agree the value of the collateral is $3,200,000.00 and therefore the allowed amount of the secured claim is $3,200,000.00. The Reorganized Debtor shall make 360 equal monthly payments of principal and interest of $18,169.25, which payment amount is calculated based upon amortizing the amount of the Allowed Secured Claim over a thirty-year period with interest at 5.5% per annum. This claim shall be paid directly by the Debtor. Class 2 consists of the Allowed Unsecured Claims against the Debtor. This Class is Impaired. * Consensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $23,893.47. The Debtor proposes to pay unsecured creditors a pro rata portion of $24,012.00. Payments will be made in equal quarterly payments totaling $2,001.00. Payments shall commence on the fifteenth day of the month, on the first month that begins more than ninety days after the Effective Date and shall continue quarterly for eleven additional quarters. Pursuant to Section 1191 of the Bankruptcy Code, the value to be distributed to unsecured creditors is greater than the Debtor's projected disposable income to be received in the 3-year period beginning on the date that the first payment is due under the plan. * Nonconsensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $23,893.47. The Debtor proposes to pay unsecured creditors a pro rata portion of its Disposable Income. If the Debtor remains in possession, plan payments shall include the Subchapter V Trustee's administrative fee which will be billed hourly at the Subchapter V Trustee's then current allowable blended rate, which shall not exceed the Disposable Income. Plan Payments shall commence on the fifteenth day of the month, on the first month that is ninety days after the Effective Date and shall continue quarterly for eleven additional quarters. The quarterly payments shall be $2,000.00. The Plan contemplates that the Reorganized Debtor will continue to operate the Debtor's business. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation, cash on hand as of Confirmation shall be available for Administrative Expenses. A full-text copy of the Plan of Reorganization dated April 18, 2024 is available at https://urlcurt.com/u?l=vslXcc from PacerMonitor.com at no charge. Attorneys for the Debtor: Jeffrey S. Ainsworth, Esq. Jacob D. Flentke, Esq. BransonLaw, PLLC 1501 E. Concord Street Orlando, Florida 32803 Telephone (407) 894-6834 Fax (407) 894-8559 E-mail: jeff@bransonlaw.com E-mail: jacob@bransonlaw.com About The Apostolic Church of Jesus Orlando West The Apostolic Church of Jesus Orlando West, The Apostolic International Ministries, Inc. is a tax-exempt religious organization operated for worship, religious training or study, government or administration of an organized religion, or for promotion of religious activities. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00281) on January 19, 2024, with $3,183,398 in assets and $4,933,663 in liabilities. Keith Hicks, president, signed the petition. Judge Lori V. Vaughan oversees the case. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, is the Debtor's bankruptcy counsel. ASTRA ACQUISITION: $1.30BB Bank Debt Trades at 41% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Astra Acquisition Corp is a borrower were trading in the secondary market around 58.9 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.30 billion Term loan facility is scheduled to mature on October 25, 2028. About $772 million of the loan is withdrawn and outstanding. Astra Acquisition Corp. is a provider of cloud-based software solutions for higher educational institutions. AT HOME GROUP: $600MM Bank Debt Trades at 46% Discount ------------------------------------------------------ Participations in a syndicated loan under which At Home Group Inc is a borrower were trading in the secondary market around 54.4 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $600 million Term loan facility is scheduled to mature on July 24, 2028. The amount is fully drawn and outstanding. At Home Group Inc. owns and operates home decor stores. The Company offers furniture, home furnishings, wall decor and decorative accents, rugs, and housewares. ATLAS PURCHASER: $392MM Bank Debt Trades at 29% Discount -------------------------------------------------------- Participations in a syndicated loan under which Atlas Purchaser Inc is a borrower were trading in the secondary market around 70.6 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $392 million Payment-in-kind Term loan facility is scheduled to mature on May 18, 2028. Atlas Purchaser, Inc., which does business as Alvaria, Inc., acquired the assets of Aspect Software in a leveraged buyout in 2021. Aspect is a provider of call center software and solutions. ATLAS PURCHASER: $610MM Bank Debt Trades at 39% Discount -------------------------------------------------------- Participations in a syndicated loan under which Atlas Purchaser Inc is a borrower were trading in the secondary market around 60.8 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $610 million Term loan facility is scheduled to mature on May 18, 2028. The amount is fully drawn and outstanding. Atlas Purchaser, Inc., which does business as Alvaria, Inc., acquired the assets of Aspect Software in a leveraged buyout in 2021. Aspect is a provider of call center software and solutions. AULT ALLIANCE: Reports Preliminary Revenue of $36M for Q1 2024 -------------------------------------------------------------- Ault Alliance, Inc. announced preliminary revenue of $36 million for the first quarter of 2024, the highest first quarter topline results in the Company's history. The preliminary revenue of $36 million for the first quarter of 2024 excludes $3 million of revenue from the four hotels owned and operated by the Company's wholly owned subsidiary, Ault Global Real Estate Equities, Inc., which in the first quarter of 2024, were considered held for sale and included in discontinued operations. The Company recently announced that it has ended the marketing process for its AGREE hotel properties. As a result, upon the announcement, it was determined that the AGREE assets and liabilities previously presented as assets and liabilities held for sale within the Company's balance sheet will no longer meet the held for sale criteria and amounts previously presented in discontinued operations will be reclassified into continuing operations for all periods presented going forward. A significant contributor to first quarter 2024 revenue was the robust performance of Sentinum, Inc., specializing in data center operations and Bitcoin mining. Preliminary revenue for Sentinum reflects a significant 51% growth from the prior year first quarter, primarily a result of the increase in the price of Bitcoin. Additionally, Circle 8 Crane Services, LLC, which specializes in manned and operated heavy equipment rental services had steady revenue at approximately $13 million for the first quarter of 2024. "We are thrilled to start the year with such momentum across our key business units," said Milton "Todd" Ault III, founder and executive chairman of the Company. "This performance is a testament to our focused strategy and the hard work of our dedicated team. We are excited about the future and look forward to sharing more about our growth initiatives soon." Ault Alliance remains committed to leveraging its market position to drive sustainable growth and create value for its stockholders. As customary, the Company will continue sharing updates about its main operating subsidiaries and the specific growth projects attributed to each unit as circumstances warrant. About Ault Alliance Ault Alliance, Inc. -- www.Ault.com -- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, Ault Alliance owns and operates a data center at which it mines Bitcoin and offers colocation and hosting services for the emerging artificial intelligence ecosystems and other industries, and provides mission-critical products that support a diverse range of industries, including metaverse platform, oil exploration, crane services, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, Ault Alliance extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a working capital deficiency, has incurred net 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. AVISON YOUNG: $135.5MM Bank Debt Trades at 20% Discount ------------------------------------------------------- Participations in a syndicated loan under which Avison Young Canada Inc is a borrower were trading in the secondary market around 79.9 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $135.5 million Payment-in-kind Term loan facility is scheduled to mature on March 12, 2029. The amount is fully drawn and outstanding. Avison Young (Canada) Inc. provides real estate services. The Company offers consulting, advisory, lease administration, investment and asset management, and mortgage services. Avison Young (Canada) serves customers worldwide. AVISON YOUNG: $61.1MM Bank Debt Trades at 40% Discount ------------------------------------------------------ Participations in a syndicated loan under which Avison Young Canada Inc is a borrower were trading in the secondary market around 59.8 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $61.1 million Payment-in-kind Term loan facility is scheduled to mature on March 12, 2029. The amount is fully drawn and outstanding. Avison Young (Canada) Inc. provides real estate services. The Company offers consulting, advisory, lease administration, investment and asset management, and mortgage services. Avison Young (Canada) serves customers worldwide. BADGER FINANCE: Moody's Affirms 'Caa2' CFR, Outlook Negative ------------------------------------------------------------ Moody's Ratings affirmed Badger Finance, LLC's Caa2 Corporate Family Rating and the Caa2 rating for the senior secured term loan B. Concurrently, Moody's downgraded the Probability of Default Rating to Caa3-PD from Caa2-PD. The capital structure has a $55 million ABL revolving credit facility that is not rated by Moody's. The outlook remains negative. The affirmation of the Caa2 CFR reflects the potential that a sale of the company could result in repayment of the rated debt and Moody's expectation for an above average family recovery rate in the event of a default. The company operates in attractive growth categories and has valuable manufacturing facilities with excess capacity, relationships with large private label and co-manufacturing customers, and owned brands that support earnings. News sources have indicated that Badger is considering a potential sale of its business, but the company has not made any official statements regarding this matter. Moody's believes that a potential reason for the company's delay in refinancing its debt could be to facilitate such a sale. If a sale were to occur, the proceeds would likely be utilized to pay off existing debt and return capital to shareholders. However, there is uncertainty over the valuation and whether the company can sign an agreement and complete a sale by the springing maturity date. The downgrade of the PDR to Caa3-PD reflects Moody's view that approaching debt maturities and high leverage elevate the risk of a distressed exchange or other debt restructuring. Badger needs to address the September 2024 senior secured term loan maturity as well as the upcoming ABL maturity, which springs from September 28, 2027 to August 28, 2024 if the outstanding term loan maturity is not addressed by that date. A refinancing could be difficult because of Badger's high financial leverage, weak free cash flow, operating conditions that could be hurt by higher coffee prices, and challenging capital market conditions for highly leveraged issuers amid high interest rates. Badger's financial leverage is elevated at 7.4x debt-to-EBITDA (on a Moody's adjusted basis) as of December 31, 2023, and Moody's expects financial leverage to decline modestly to a 6-7x range over the next 12-18 months. The deleveraging reflects the expectation for high single digit revenue and adjusted EBITDA growth driven by new customer wins and expanded business with existing customers. Earnings growth may be tempered by rising coffee prices, which have been increasing since late 2023. Badger's weak liquidity position reflects the refinancing risk related to 2024 debt maturities. Liquidity is otherwise supported by the company's $2 million of cash on the balance sheet as of December 31, 2023 and projected free cash flow of roughly $10 million over the next year, which should sufficiently fund the mandatory $3 million of annual debt amortization on the term loan. The forecast assumes interest expense at the company's current financing terms. Moody's does not consider the availability on the $55 million ABL ($16 million drawn as of December 31, 2023) as a liquidity source past the August 2024 springing maturity date. The company is dependent on refinancing the revolver and term loan to address the maturities if a sale of the company does not occur. RATINGS RATIONALE Badger's Caa2 CFR reflects the company's high financial leverage and refinancing risk related to the maturity of all of its debt in 2024. The credit profile also reflects Badger's relatively small scale, high product and manufacturing concentration, volatile margins due in part to exposure to coffee prices, and weak free cash flow. These credit challenges are balanced against the company's fully integrated manufacturing process-- from green coffee procurement and roasting to high-speed coffee pod production and packaging -- that enables its low-cost producer strategy. Badger also benefits from favorable growth prospects in its U.S. single-serve and ready-to-drink coffee businesses and bolstered demand for private label and value products as consumers are increasingly trading down in an uncertain macro environment. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects the execution risk that Badger faces to improve its liquidity and materially reduce its debt/EBITDA leverage. The negative outlook also reflects the uncertainty regarding the timing and valuation of a potential sale of the company, and the high likelihood of a balance sheet restructuring or distressed exchange if a sale does not occur given Badger's need to address the 2024 debt maturities. A rating upgrade could occur if Badger is able to increase earnings and decrease its debt/EBITDA leverage meaningfully. Badger would also need to improve liquidity, including successfully refinancing its upcoming maturities at an interest cost that allows for positive free cash flow, and sufficient revolver availability. A rating downgrade could occur if Badger's operating performance does not improve due to market share losses, pricing pressure or cost increases or the company is unable to generate positive free cash flow. A deterioration in liquidity including failure to proactively refinance debt maturities at a manageable interest cost, or a decline in estimated recovery values could also lead to a downgrade. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. COMPANY PROFILE Based in Little Chute, Wisconsin, Badger Finance, LLC is an intermediate holding company of Trilliant Food and Nutrition, LLC, Horseshoe Beverage Company, LLC, and affiliated companies. The company is a U.S. manufacturer of private label and value branded beverage products, mainly single serve coffee pods. The company's branded coffee products are primarily sold under its Victor Allen brand. Badger also manufactures and sells ready-to-drink (RTD) coffee beverages through its Horseshoe Beverages subsidiary. Sales for the twelve months ended December 31, 2023 were approximately $307 million. Blackstone invested in a preferred interest in the company in 2017 and Mike Upchurch, founder CEO, continues to hold a substantial interest in the company. BANNING, CA: S&P Lowers Electric Revenue Bond Rating to 'BB' ------------------------------------------------------------ S&P Global Ratings lowered its underlying rating (SPUR) three notches to 'BB' from 'BBB' on Banning Financing Authority, Calif.'s outstanding electric system revenue bonds, issued on behalf of the city of Banning, and removed it from CreditWatch with negative implications, where it was placed on March 20, 2024. The outlook is negative. "The three-notch downgrade reflects our view of utility's lack of effective risk management and oversight as well as its failure to implement proper financial controls, as evidenced by its negative unrestricted cash balances for two successive years," said S&P Global Ratings credit analyst Stephanie Linnet. "The negative outlook reflects our view of the uncertainty surrounding whether rate increases and sufficient cost controls will adequately raise the utility's unrestricted cash position to produce credit-supportive coverage and as well as if financial audits will be produced on a timely basis," Ms. Linnet added. Banning is located along Interstate 10, about 80 miles east of Los Angeles in Riverside County, Calif. The Banning Electric Utility (BEU or utility) serves around 12,000 residential customers and a population of more than 31,000 residents. The utility derives energy largely through partial ownership of Palo Verde Nuclear Generating Station and four power purchase agreements in solar, geothermal, hydroelectric, and landfill. Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook: -- Risk management, culture, and oversight -- Transparency and reporting BELLE ISLE: Continued Operations to Fund Plan Payments ------------------------------------------------------ Belle Isle Furniture, LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida a Final Subchapter V Plan of Reorganization dated April 18, 2024. Belle Isle is a Florida limited liability company organized in 2018 by Matthew Brannon and his former business partners Troy Buswell and Chris Wyman. Debtor was formed to design, source and sell value-based furniture products for the North American market. After its formation, Belle Isle developed cribs, gliders and rocking chairs, dressers, adult and teen bedroom sets, dinette dets and furniture. Debtor went live on Wayfair.com in October of 2018 and quickly became a top seller on the online platform. Debtor conducts its operation from a single-family home owned by Mr. Brannon located at 7219 Lake Drive, Orlando, Florida 32809. More recently, Belle Isle's operation has been impacted by a settlement and compromise reached with its largest secured creditor, Cogent Bank, after a lengthy mediation process. On February 19, 2024, the Bankruptcy Court approved the settlement reached between the Debtor and Cogent Bank which provides that Cogent will acquire the entirety of Debtor's furniture inventory in full satisfaction of its Allowed Secured Claim. As a result of the compromise reached with Cogent, Belle Isle was forced to realign its product offerings with demand in the marketplace and restructure its operation following the turnover of its furniture inventory to Cogent. As outlined herein, Debtor has established a new merchant arrangement which will propel Debtor's operation to a level of heightened profitability and eliminate the need to carry inventory with its associated costs resulting in greater recoveries to creditors. Belle Isle believes the 3-Year Plan of Reorganization outlined herein provides the greatest potential recovery to all creditors and parties in interest since the Debtor's restructured operations will not involve the acquisition and retention of furniture items in inventory. Instead, Belle Isle will facilitate sales on its online platforms for an established brand selling high margin furniture products. Class 2 consists of all Allowed General Unsecured Claims against the Debtor, including a $300,000.00 Unsecured Claim retained by CastleGate pursuant to an agreement reached with the Debtor prior to the Confirmation. Consensual Confirmation Pursuant to Section 1191(a) of the Bankruptcy Code: In the event of Confirmation of Debtor's Plan pursuant to Section 1191(a) of the Bankruptcy Code [Consensual Confirmation], in full satisfaction of the Allowed Class 2 General Unsecured Claims, Holders of Class 2 Claims shall receive a pro rata share of Distributions paid pursuant to the following payment schedule: * Distributions 1 - 12: $833.33 per month commencing on the Effective Date of the Plan * Distributions 13 - 24: $2,083.33 per month * Distributions 25 - 36: $3,333.33 per month. In addition to the annual Distributions outlined herein, Class 2 Claimholders shall also receive a pro rata share of the net proceeds recovered from all Causes of Action pursued by the Litigation Trust after payment of professional fees and costs associated with such collection efforts, and after the Plan Term Administrative Claims, the Bifurcated Administrative Claim, and Priority Claims are paid in full. The maximum Distribution to Class 2 Claimholders in a consensual Confirmation scenario shall be equal to the total amount of all Allowed Class 2 General Unsecured Claims. Non-Consensual Confirmation Pursuant to Section 1191(b) of the Bankruptcy Code: In the event of Confirmation of Debtor's Plan pursuant to Section 1191(b) of the Bankruptcy Code [Non-Consensual Confirmation] Debtor shall devote its Disposable Income over the Plan Term commencing on the Effective Date to be paid pro rata on an annual basis on the 12th, 24th and 36th month following the Effective Date to the extent the Debtor's Disposable Income exceeds the aggregate total of Distributions 1 36 outlined above. For purposes of clarity, in a Non-Consensual Confirmation scenario, the Debtor will remit monthly installments to Class 2 Creditors based on the schedule set forth for Distributions 1 through 36, but on the 12th, 24th and 36th months after the Effective Date, will distribute any Disposable Income remaining at the end of the 12th, 24th and 36th month of the Plan Term to holders of Allowed Class 2 Claims on a pro rata basis. In addition to the annual Distributions, in a non consensual Confirmation scenario, Class 2 Claimholders shall also receive a pro rata share of the net proceeds recovered from all Causes of Action after payment of professional fees and costs associated with such collection efforts, and after Administrative Claims and Priority Claims are paid in full. The maximum Distribution to Class 2 Claimholders in a non-consensual Confirmation scenario shall be equal to the total amount of all Allowed Class 2 General Unsecured Claims. Class 2 is Impaired. Class 3 consists of all equity interests in Belle Isle Furniture, LLC. Class 3 Interest Holders shall retain their respective Interests in Belle Isle Furniture, LLC in the same proportions such Interests were held as of the Petition Date (i.e., 100.00% Interest to Matthew Brannon). Class 3 is Unimpaired. The Plan contemplates the Debtor will continue to manage and operate its business in the ordinary course, but with restructured debt obligations and business model. To facilitate Distributions under the Plan, Debtor has entered into an arrangement with Heritage Baby Products and Heritage Family Furniture (collectively "Heritage") to market and sell Heritage's products on Belle Isle's online platforms beginning April 1, 2024. The Plan contemplates that, upon entry of the Confirmation Order, a Litigation Trust will be formed for the pursuit of Causes of Action against non-insider persons/entities. The Litigation Trust shall prosecute any Causes of Action against non-insider persons/entities the Debtor or the Debtor's Estate may have and shall distribute the net proceeds recovered from such Causes of Action in accordance with the terms of the Plan, after payment of Post-Confirmation Fees and Expenses. Funds generated from the Debtor's operations through the Effective Date will be used for Plan Payments; however, the Debtor's cash on hand as of Confirmation will be available for payment of Administrative Expenses. A full-text copy of the Final Subchapter V Plan dated April 18, 2024 is available at https://urlcurt.com/u?l=dnFhkJ from PacerMonitor.com at no charge. The Debtor's Counsel: Daniel A. Velasquez, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 E-mail: dvelasquez@lathamluna.com About Belle Isle Furniture Belle Isle Furniture, LLC was formed to design, source and sell value-based furniture products for the North American market. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code ((Bankr. M.D. Fla. Case No. 23-02933) on July 24, 2023, with $1 million to $10 million in both assets and liabilities. Judge Tiffany P. Geyer oversees the case. Daniel A. Velasquez, Esq., at Latham, Luna, Eden & Beaudine, LLP is the Debtor's legal counsel. BISHOP OF OAKLAND: Plan Exclusivity Period Extended to Sept. 6 -------------------------------------------------------------- Judge William J. Lafferty of the U.S. Bankruptcy Court for the Northern District of California extended The Roman Catholic Bishop of Oakland's exclusive periods to file a plan of reorganization and obtain acceptance thereof to September 6 and November 5, 2024, respectively. As shared by Troubled Company Reporter, the Debtor explains that the size and complexity of this case continues to support an extension of exclusivity. The Debtor's Schedules list more than 570 creditors. Approximately 560 proofs of claim were filed, including 386 nonduplicate claims asserting the Debtor is liable for damages relating to childhood sexual abuse. Many of those claims are asserted to be of six-figure or seven figure amounts, and many are listed as having an unknown amount. In addition, the claims related to childhood sexual abuse present unique complexities of confidentiality, valuation, procedure, and appropriate and equitable treatment of claims. Extension of the Exclusivity Periods will allow additional time for the Debtor to continue to evaluate and value those claims with the assistance of Foley and A&M, negotiate protocols and values with the Commission in mediation and craft a plan for satisfying all valid claims. The Debtor asserts that the nature of the Roman Catholic Bishop of Oakland, as distinct from a corporate chapter 11 debtor, contributes to the complexity of the case and resultant need for additional time to propose a plan. As described in detail in the First Day Declaration, the Debtor provides central services to the Churches serving the 82 churches within the Diocese of Oakland, and also to the Non-Debtor Catholic Entities (as defined in the First Day Declaration). The Debtor must adhere to Canon Law in addition to its civil law obligations, a consideration secular, corporate debtors do not have. Additionally, the Insurance Adversary Proceedings are important potential sources for creditor recoveries, but remain in their pleading stages despite the Debtor's diligent efforts to press forward. While the Insurance Adversary Proceedings will inevitably move forward, the District Court has not yet ruled on the pending motions to dismiss the third amended complaint. An initial case management conference is also set for April 18, only two and half weeks before expiration of the current Exclusive Filing Period. Extending the Exclusivity Periods will allow that litigation to extend past the pleading stage and move closer to its ultimate conclusion before a plan must be filed. The Roman Catholic Bishop of Oakland is represented by: Jeffrey R. Blease, Esq. Thomas F. Carlucci, Esq. Shane J. Moses, Esq. Emil P. Khatchatourian, Esq. Ann Marie Uetz, Esq. Matthew D. Lee, Esq. FOLEY & LARDNER LLP 555 California Street, Suite 1700 San Francisco, CA 94104-1520 Email: jblease@foley.com tcarlucci@foley.com smoses@foley.com ekhatchatourian@foley.com auetz@foley.com mdlee@foley.com About The Roman Catholic Bishop of Oakland The Roman Catholic Bishop of Oakland, a tax-exempt religious organization, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-40523) on May 8, 2023. In the petition signed by Bishop Michael Charles Barber, the Debtor disclosed $100 million to $500 million in both assets and liabilities. Judge William J. Lafferty oversees the case. The Debtor tapped Foley & Lardner LLP as legal counsel and Alvarez & Marsal North America, LLC as restructuring advisor. Kurtzman Carson Consultants LLC is the Debtors' claims and noticing agent and administrative advisor. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Lowenstein Sandler, LLP as bankruptcy counsel; Burns Bair LLP as special insurance counsel; and Berkeley Research Group, LLC as financial advisor. BOISSON INC: Taps Levene Neale Bender as Bankruptcy Counsel ----------------------------------------------------------- Boisson Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire 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; f. representing the Debtors with regard 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 $50,000 which constituted a pre-bankruptcy retainer. Ron Bender, 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. Todd Arnold, Esq. Yihan She, 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 tma@levene.COM yas@levene.COM About Boisson Inc. Boisson Inc. offers a vast portfolio, boasting over 125 brands of non-alcoholic wines, beers, spirits, aperitifs, and mixers, including brands owned by the Debtor. The Debtor operates 11 storefronts in major cities, including New York, Miami, Los Angeles, and San Francisco, amplified its digital presence through a growing e-commerce platform, and also launched a wholesale distribution channel. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12614) on April 4, 2024. In the petition signed by Sheetal Aiyer, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Neil W. Bason oversees the case. Ron Bender, Esq., at LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P., represents the Debtor as legal counsel. BOTW HOLDINGS: Seeks to Hire Markus Williams Young as Counsel ------------------------------------------------------------- BOTW Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to hire Markus Williams Young & Hunsicker LLC as its counsel. The firm will render these services: a. assist in the production of the Debtor's schedules and statement of financial affairs and other pleadings necessary to file its chapter 11 case; b. assist in the preparation of the Debtor's plan of reorganization; c. prepare on behalf of the Debtor all necessary applications, complaints, answers, motions, orders, reports, and/or other legal papers; d. represent the Debtor in adversary proceedings and contested matters related to the Debtor's bankruptcy case; e. investigate the assets, liabilities, and financial affairs of the estate, including the assets, liabilities, and financial affairs of various entities which are owned by, controlled by, or affiliated with the Debtor; f. assist the Debtor in analyzing and pursuing any proposed dispositions of assets of its bankruptcy estate; g. pursue claims and causes of action of the Debtor's bankruptcy estate, including but not limited to claims and causes of action arising under Chapter 5 of the Bankruptcy Code; h. Defending the Debtor and its estate in any litigation matters which may be asserted, including the defense of motions seeking relief from the automatic stay; i. provide legal advice with respect to the Debtor's rights, powers, obligations and duties as chapter 11 debtor-in-possession in the continuing operation of the Debtor's business and the administration of the estate; and j. provide other legal services for the Debtor as necessary and appropriate for the administration of the Debtor's estate. The hourly rates of the firm's counsel and staff are as follows: Bradley T. Hunsicker, Attorney $445 Lacey Bryan, Attorney $410 Other Attorneys $325 - $595 Paralegal $175 In addition, the firm will seek reimbursement for expenses incurred. The firm received a security retainer of $86,738, including the filing fee, frm the Debtor. Mr. Hunsicker 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: Bradley T. Hunsicker, Esq. Markus Williams Young & Hunsicker, LLC 2120 Carey Avenue, Suite 101 Cheyenne, WY 82001 Telephone: (307) 778-8178 Facsimile: (307) 638-1975 Email: bhunsicker@MarkusWilliams.com About BOTW Holdings, LLC BOTW Holdings, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20138) on April 19, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Jeff Edwards, manager of Stryk Group Holdings, LLC. Judge Cathleen D. Parker presides over the case. Bradley T. Hunsicker, Esq. at Markus Williams Young & Hunsicker LLC represents the Debtor as counsel. BROCK HOLDINGS: S&P Assigns 'B-' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings assigned a 'B-' issuer credit rating to North American specialty crafts services provider Brock Holdings III LLC. At the same time, it assigned a 'B-' issue-level and '3' recovery rating to Brock Holdings III LLC's first-lien term loan. The stable outlook reflects S&P's expectations that Brock will modestly improve S&P Global Ratings-adjusted EBITDA margins toward the 7% range; reduce S&P Global Ratings-adjusted debt to EBITDA to the low-5x range in 2024 pro forma the transaction; and experience minimally negative S&P Global Ratings-adjusted free cash flows including the burden of transaction fees in connection with the refinancing of its term loan and ABL facility. Brock Holdings issued a new $525 million first-lien term loan due 2030, and a $150 million asset-based loan (ABL) revolver ($25 million drawn at close) due 2029 (not rated), to refinance its existing capital structure. Brock's leading position as a soft craft services provider in North America is offset by its sizable exposure to highly cyclical oil and gas end markets and limited scale in a highly fragmented industry. Brock benefits from a strong reputation, specifically in the refinery and petrochemical end markets, which contributes nearly 80% of revenues. S&P said, "We view these end markets as highly cyclical and prone to volatility, which can impact demand for Brock's services, profit margins, and cash flows. The company generates nearly half of its revenue from scaffolding and access solution services and generates close to an additional third from mechanical craft services. We believe the company's service offerings are commoditized and thus pricing power is limited." S&P said, "The stable outlook reflects our expectations that Brock will modestly improve S&P Global Ratings-adjusted EBITDA margins toward the 7% range, reduce leverage into the low-5x range in 2024 pro forma the transaction, and experience minimally negative S&P Global Ratings-adjusted free cash flows including the burden of transaction fees in connection with the refinancing of its term loan and ABL facility." S&P could lower its rating on Brock if: -- The company experiences materially negative free cash flows on a sustained basis leading S&P to assess the capital structure as unsustainable; or -- Its liquidity position erodes as a result of free cash flow deficits, and it appears unlikely that it could obtain additional financing. S&P could raise its rating on Brock if: -- S&P Global Ratings-adjusted FOCF to debt exceeds 5% on a sustained basis; and -- Debt to EBITDA is sustained in below 5x. This would likely be achieved by, for example, revenue and earnings growth, margin improvement, and disciplined financial policy. S&P said, "Governance is a moderately negative consideration in our credit rating analysis of Brock Holdings III LLC, 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 share returns." CANO HEALTH: Updates Unsecureds & First Lien Claims Details ----------------------------------------------------------- Cano Health, Inc. and Its Affiliated Debtors submitted a Revised Disclosure Statement describing Amended Joint Chapter 11 Plan of Reorganization dated April 22, 2024. The Plan groups the Debtors together solely for the purpose of describing treatment under the Plan, confirmation of the Plan, and making distributions in accordance with the Plan in respect of Claims against and Interests in the Debtors under the Plan. Such groupings shall not affect any Debtor's status as a separate legal Entity, result in substantive consolidation of any Estates, change the organizational structure of the Debtors' business enterprise, constitute a change of control of any Debtor for any purpose, cause a merger or consolidation of any legal Entities, or cause the transfer of any assets. Except as otherwise provided by or permitted under the Plan, all Debtors shall continue to exist as separate legal Entities after the Effective Date. Class 3 consists of First Lien Claims. The First Lien Claims are Allowed, pursuant to section 506(a) of the Bankruptcy Code, in the total aggregate amount of $ 468,500,000.00, comprised of (i) the Allowed Side-Car First Lien Claim Amount and (ii) the Allowed CS First Lien Claim Amount. On the Effective Date, the Allowed First Lien Claims shall receive, in full and final satisfaction, settlement, release, and discharge of such Allowed Claims: * In the event of a Reorganization Transaction, such holder's Pro Rata share of (x) the 1L Exit Facility Loans, (y) 100% of the New Equity Interests (subject to the terms of any Plan Sponsor Investment), and (z) if applicable, the Plan Sponsor Investment Proceeds and/or the Discrete Asset Sale Proceeds. * In the event of a Whole-Co Sale Transaction, such holder's Pro Rata share of (x) the Whole-Co Sale Transaction Proceeds, if any, after deducting for the amount required to satisfy in full, or otherwise render Unimpaired all Allowed Administrative Expense Claims (including, for the avoidance of doubt, all Allowed DIP Claims (including the Participation Fee (except in the event the Whole-Co Sale Transaction Proceeds are sufficient to repay in full in Cash all Allowed DIP Claims (without taking into account the Participation Fee) and Allowed First Lien Claims))), Allowed Priority Tax Claims, Allowed Other Priority Claims, and Allowed Other Secured Claims and (y) if applicable, the Discrete Asset Sale Proceeds. Class 4 consists of General Unsecured Claims. The First Lien Deficiency Claims are Allowed, pursuant to section 506(a) of the Bankruptcy Code, in the total aggregate amount of $505,383,103.30 comprised of the Allowed First Lien Deficiency Claim Amount. The Senior Notes Claims are Allowed in the total aggregate amount of $306,406,250.00 comprised of the Allowed Senior Notes Claim Amount. Other General Unsecured Claims shall be Allowed or Disallowed in accordance with the Plan. Except to the extent a holder of an Allowed General Unsecured Claim agrees to a less favorable treatment of such Claim, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed General Unsecured Claim, each holder of an Allowed General Unsecured Claim shall receive: * In the event of a Reorganization Transaction, such holder's Pro Rata share of (i) the GUC Warrants, (ii) the MSP Recovery Proceeds and (iii) the Litigation Trust Proceeds. * In the event of a Whole-Co Sale Transaction, such holder's Pro Rata share of (i) the Whole-Co Transaction Proceeds, if any, after deducting for the amount required to satisfy in full, or otherwise render Unimpaired, all Allowed Administrative Expense Claims (including, for the avoidance of doubt, all Allowed DIP Claims), Allowed Priority Tax Claims, Allowed Other Priority Claims, Allowed Other Secured Claims and Allowed First Lien Claims, (ii) the MSP Recovery Proceeds and (iii) the Litigation Trust Proceeds. The Plan is being proposed as a joint plan of reorganization of the Debtors for administrative purposes only and constitutes a separate chapter 11 plan for each Debtor. The Plan is not premised on, and does not provide for, the substantive consolidation of the Debtors with respect to the Classes of Claims or Interests set forth in the Plan, or otherwise. The Restructuring shall be consummated pursuant to a Reorganization Transaction (which may include a Plan Sponsor Investment and/or implemented through an asset sale) or a Whole-Co Sale Transaction, either of which may be coupled with one or more Discrete Asset Sales, including as set forth in the Description of Transaction Steps. On the Effective Date, the Exit Facility Credit Agreement and the other Exit Facility Documents shall be executed, delivered, and all fees and expenses required to be paid on the Effective Date thereunder shall be paid, and the applicable Post-Emergence Entities shall be authorized to execute, deliver, enter into, and make any payments required by the Exit Facility Credit Agreement and the other Exit Facility Documents without the need for any further corporate action and without further action by the holders of Claims or Interests. The form of the Exit Facility Credit Agreement will be filed as part of the Plan Supplement. A full-text copy of the Revised Disclosure Statement dated April 22, 2024 is available at https://urlcurt.com/u?l=wheMhu from kccllc.net, the claims agent. Attorneys for the Debtors: Gary T. Holtzer, Esq. Jessica Liou, Esq. Kevin Bostel, Esq. Matthew P. Goren, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 E-mail: gary.holtzer@weil.com jessica.liou@weil.com kevin.bostel@weil.com matthew.goren@weil.com -and- Mark D. Collins, Esq. Michael J. Merchant, Esq. Amanda R. Steele, Esq. RICHARDS, LAYTON & FINGER, P.A. 920 N. King Street Wilmington, DE 19801 Tel: (302) 651-7700 E-mail: collins@rlf.com merchant@rlf.com steele@rlf.com About Cano Health Inc. Cano Health, Inc., and its affiliates are independent primary care physician group. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February 4, 2024. In the petitions signed by Mark Kent, authorized signatory, the Debtors disclosed $1,211,931,000 in assets and $1,471,032,000 in liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Richards, Layton & Finger, PA and Weil, Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as investment banker; and AlixPartners, LLP as financial advisor. Kurtzman Carson Consultants, LLC is the claims, notice and solicitation agent. Gibson, Dunn & Crutcher, LLP and Pachulski, Stang, Ziehl & Jones, LLP represent the ad hoc first lien group while ArentFox Schiff, LLP represents Wilmington Savings Fund Society, FSB, the DIP agent. Credit Suisse AG, Cayman Islands Branch, serves as administrative agent and collateral agent, under the Credit Agreement. Freshfields Bruckhaus Deringer US, LLP is counsel to the agent. JPMorgan Chase Bank, N.A., serves as administrative agent and collateral agent under the Side-Car Credit Agreement. It is represented by Proskauer Rose, LLP. Daniel McMurray was appointed as the patient care ombudsman in these Chapter 11 cases. He tapped Neubert Pepe & Monteith PC and Klehr Harrison Harvey Branzburg, LLP as his counsel. CASA SYSTEMS: Nasdaq Delists Securities --------------------------------------- The Nasdaq Stock Market, LLC filed a 25-NSE Report with the U.S. Securities and Exchange Commission that on April 25, 2024, it determined to remove from listing the securities of Casa Systems, Inc., effective at the opening of the trading session on May 6, 2024. Based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exchange pursuant to Listing Rule 5450(a)(1). The Company was notified of the Staff determination on March 27, 2024. The Company did not appeal the Staff determination to the Hearings Panel. The Company securities were suspended on April 5, 2024. The Staff determination to delist the Company securities became final on April 5, 2024. 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, Casa Systems 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. CB POLY: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------- S&P Global Ratings affirmed all its ratings on U.S.-based promotional products supplier CB Poly Investments LLC (doing business as Polyconcept), including its 'B' issuer credit rating. The stable outlook reflects S&P's view that Polyconcept's revenue declines will stabilize in 2024, allowing the company to generate sufficient cash flows to support growth initiatives. S&P said, "While we forecast leverage will remain below our 5x rating upside trigger in 2024, we do not expect the company will sustain credit metrics commensurate with a higher rating over the longer term. We based our views on Polyconcept's concentrated financial-sponsor ownership by Charlesbank, and the proclivity of financial sponsors to maximize their returns with leverage. For example, the $115 million cash dividend in the first quarter of 2024 amid continued industry declines demonstrates a higher risk tolerance. In addition, we forecast weaker free operating cash flow (FOCF) in 2024 as working capital release eases, and as the company invests to fund a return to revenue growth. We anticipate an increase in capital expenditures (capex) in 2024 as it invests in IT projects in Europe and a new enterprise resource planning (ERP) system. These factors contribute to FOCF to debt in the mid-single-digit percent area this year, which is commensurate with the rating. "We expect customer demand will remain weak in 2024, limiting the company's revenue and earnings recovery. Polyconcept's revenues declined by about 13% in 2023 amid softer customer demand in key discretionary categories including drinkware and apparel. This is moderately worse than our prior forecast expectation from May 2023. However, S&P Global Ratings-adjusted EBITDA margins have remained slightly more resilient than we anticipated given the mix shift toward higher margin, lower priced products. As the company expects to further grow their lower price point product segments in 2024, we expect margins to increase slightly. "S&P Global economists forecast that GDP will remain flat at 2.5% and under our updated base-case forecast, we expect an economic soft landing, as opposed to a recession. As such, we believe Polyconcept's revenue and earnings declines will moderate in 2024. Nevertheless, persistently high inflation will likely continue to challenge demand for discretionary promotional products, limiting revenue and earnings recovery. If revenues continue to decline, we expect the company's flexible cost structure could insulate its earnings. "Polyconcept's adequate liquidity cushion supports the 'B' rating. The company has modest--albeit increasing--capital intensity, countercyclical working capital dynamics, and a long-dated debt maturity profile. It has a healthy liquidity cushion totaling $94 million across $21.3 million of balance sheet cash and $72.6 million available under the asset-based lending facility due 2027. Together, we believe these factors will allow it to withstand a moderate level of earnings underperformance to our current forecast within the current rating thresholds. "The stable outlook reflects our view that Polyconcept's revenue declines will stabilize in 2024, allowing the company to maintain leverage between 4x-5x absent any leveraging shareholder returns." COGENT COMMUNICATIONS: Moody's Affirms 'B2' CFR, Outlook Stable --------------------------------------------------------------- Moody's Ratings affirmed the B2 corporate family rating and B2-PD probability of default rating of Cogent Communications Group, Inc. (Cogent or Cogent Communications Group), a multinational Tier 1 internet service provider, following the announcement that Cogent IPv4 Holdco LLC, a special-purpose, bankruptcy remove, indirect wholly owned subsidiary of Cogent Infrastructure, LLC (Cogent Infrastructure), is raising $206 million in securitized debt (not rated). Moody's also affirmed the company's Ba3 backed senior secured rating and B3 backed senior unsecured rating. The speculative grade liquidity rating (SGL) remains unchanged at SGL-2. The outlook is maintained at stable. The securitized notes (not rated) are secured by certain IPv4 addresses, customer IPv4 address leases, customer accounts receivables and other IPv4 address assets. In connection with the consummation of the securitization, Cogent Communications Group will transfer to Cogent IPv4 Holdco LLC certain IPv4 addresses related to the securitization transaction and any related customer contracts. In exchange, Cogent Infrastructure will transfer to Cogent Communications Group certain IPv4 addresses not included as collateral of the securitization, certain customer contracts unrelated to the securitization, and the equity interests of Cogent Infrastructure's indirect subsidiary, Sprint Solutions Wireline LLC (Sprint), including all associated liabilities and obligations. The proceeds from the securitization offering will be used for general corporate purposes. Assuming total debt raise of $206 million, 2023 debt to EBITDA of 7.5x (3.9x when adding back Sprint acquisition costs net of cash receipts from IP Transit Services) will increase to 8.3x (4.4x when adding back Sprint acquisition costs net of cash receipts from IP Transit Services). Excluding debt and EBITDA from the securitized assets of Cogent IPv4 Holdco LLC, Moody's estimates 2023 debt to EBITDA increases to 8.8x (4.4x when adding back Sprint acquisition costs and cash receipts from IP Transit Services). All financial metrics cited reflect Moody's standard adjustments unless otherwise noted. "The proposed financing increases Cogent's liquidity and diversifies its capital access," said Sean Cray AVP – Analyst at Moody's. "At the same time, this financing increases gross leverage and Moody's expects that a portion of the proceeds will be used to return cash to equity stakeholders over time, consistent with Cogent's financial policy." RATINGS RATIONALE Cogent's B2 CFR is supported by its good liquidity profile, Moody's expectations for mid-single-digit percentage organic revenue growth in 2024 and 2025 due to robust internet traffic growth and expansion of Cogent's products to include wavelengths and optical transport, solid EBITDA growth and margins, a growing and diversified customer base and a sizable and productive sales force. The company's low cost structure and targeted niche product sales approach continue to make it a nimble and formidably persistent competitor against larger companies burdened with more complex, higher cost legacy structures. The rating is constrained by high debt to EBITDA that Moody's expects will be over 8x by year-end 2024 largely driven by costs associated with Sprint's wireline business. Debt to EBITDA improves to around 5.1x when adding back cash payments under the IP Transit Services Agreement. The rating is also constrained by Moody's expectation of continued negative free cash flow generation resulting from Cogent's use of targeted debt leverage to optimize shareholder returns largely through its dividend policy. While liquidity currently offsets some of the risks inherent in this financial policy, integration risks associated with the Sprint wireline business, moderate but growing scale and highly competitive end markets could also pressure the company's future credit profile absent the balanced approach to this policy that exists. The instrument ratings reflect both the probability of default of Cogent, as reflected in the B2-PD probability of default rating, an average expected family recovery rate of 50% at default given the mix of secured and unsecured debt, and the loss given default assessment of the debt instruments in the capital structure based on a priority of claims. Cogent's senior secured notes are rated Ba3, two notches above the B2 CFR to reflect their senior position in the capital structure. The senior secured notes are secured equally and ratably by continuing first-priority security interests in substantially all of the tangible and intangible assets of Cogent and its subsidiary guarantors. The senior secured notes are guaranteed by Cogent's domestic subsidiaries and secured by a pledge of stock of 100% of Cogent's US subsidiaries and 65% of the Company's non-US subsidiaries. In addition, the senior secured notes are guaranteed on a senior unsecured basis by Cogent Communications Holdings, Inc. (Cogent Holdings), Cogent's public parent. However, Cogent Holdings will not be subject to the covenants under the indenture governing these secured notes as it is not a party to the Indenture and is not governed by the indenture. Cogent's senior unsecured notes are rated B3, reflecting their junior position to the senior secured notes. The securitized debt (not rated) issued by Cogent IPv4 LLC, a special-purpose, bankruptcy remote, indirect wholly owned subsidiary of Cogent Infrastructure, LLC, is excluded from Moody's LGD waterfall for Cogent. Cogent's SGL-2 liquidity rating indicates good liquidity. As of December 31, 2023, cash held on a consolidated basis at Cogent Holdings totaled $75.1 million, with the bulk of that cash remaining at Cogent, the operating entity. Cash balances will improve from the securitization transaction. Moody's expects Cogent to generate negative free cash flow over the next year, but cash received from the IP Transit Services agreement will support the maintenance of significant cash balancesover the next 12 months despite the company's equity stakeholder returns. When prudent, Moody's believe Cogent will likely supplement its regular quarterly dividends with share buybacks and/or special dividends. As of December 31, 2023, Cogent had $30.4 million available for stock buybacks under its share repurchase program which is authorized through December 31, 2024. Cogent does not have a revolving credit facility. Moody's expect Cogent to maintain sufficient cash to run the business prudently at all times. The company is not subject to financial maintenance covenants. The stable outlook is based on Moody's view that while Cogent's earnings and cash flow will grow, equity stakeholder returns, in the form of dividends and share buybacks, will increase in tandem. Moody's expects the company will maintain sufficient liquidity while debt levels remain relatively constant over the next 12 months. Cogent's low cost structure and niche sales approach, in conjunction with its aggressive equity stakeholder return policy, will prevent the company from generating meaningful positive free cash flow for the near future. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade Cogent's ratings if the company maintains good liquidity, operating performance improves, debt to EBITDA is sustained below 4x and free cash flow to debt improves to the mid-single digits. Moody's could downgrade Cogent's ratings if debt to EBITDA is sustained above 5.5x or if liquidity weakens. Cogent Communications Holdings, Inc., with headquarters in Washington, DC, is a multinational Tier 1 internet service provider. The company offers dedicated internet access and data transport over its fiber optic, IP network to corporate and net-centric customers. Cogent is among the top five largest carriers of internet traffic in the world. The principal methodology used in these ratings was Communications Infrastructure published in February 2022. COMMUNITY HEALTH: Unveils Q1 2024 Financial Results --------------------------------------------------- Community Health Systems, Inc. has released its financial and operating results for the three months ended March 31, 2024. Commenting on the results, Tim L. Hingtgen, chief executive officer of Community Health Systems, Inc., said, "We were pleased with our first quarter performance compared to both the prior year and prior quarter. Progress was demonstrated on key operational and strategic priorities, and we remain focused on building further momentum as we pursue the opportunities available to us this year." The following highlights the financial and operating results for the three months ended March 31, 2024. -- Net operating revenues totaled $3.140 billion. -- Net loss attributable to Community Health Systems, Inc. stockholders was $(41) million, or $(0.32) per share (diluted), compared to $(51) million, or $(0.40) per share (diluted), for the same period in 2023. Excluding the adjusting items as presented in the table in footnote (e) on page 12, net loss attributable to Community Health Systems, Inc. stockholders was $(0.14) per share (diluted), compared to $(0.43) per share (diluted) for the same period in 2023. -- Adjusted EBITDA was $378 million. -- Net cash provided by operating activities was $96 million for the three months ended March 31, 2024, compared to $5 million for the same period in 2023. -- On a same-store basis, admissions increased 3.8 percent and adjusted admissions increased 1.9 percent, compared to the same period in 2023. Three Months Ended March 31, 2024 Net operating revenues for the three months ended March 31, 2024, totaled $3.140 billion, a 1.0 percent increase compared to $3.108 billion for the same period in 2023. On a same-store basis, net operating revenues increased 5.7 percent for the three months ended March 31, 2024, compared to the same period in 2023. Net operating revenues for the three months ended March 31, 2024, reflect a 2.3 percent decrease in admissions and a 4.0 percent decrease in adjusted admissions, compared to the same period in 2023. On a same-store basis, admissions increased 3.8 percent and adjusted admissions increased 1.9 percent for the three months ended March 31, 2024, compared to the same period in 2023. Net loss attributable to Community Health Systems, Inc. stockholders was $(41) million, or $(0.32) per share (diluted), for the three months ended March 31, 2024, compared to $(51) million, or $(0.40) per share (diluted), for the same period in 2023. Excluding the adjusting items as presented in the table in footnote (e) on page 12, net loss attributable to Community Health Systems, Inc. stockholders was $(0.14) per share (diluted) for the three months ended March 31, 2024, compared to $(0.43) per share (diluted) for the same period in 2023. Adjusted EBITDA for the three months ended March 31, 2024, was $378 million compared to $335 million for the same period in 2023. The decrease in net loss attributable to Community Health Systems, Inc. stockholders and the increase in Adjusted EBITDA for the three months ended March 31, 2024, compared to the same period in 2023, are primarily due to increased reimbursement rates, a higher net benefit from supplemental reimbursement programs, reduced expense for contract labor and reductions in supplies expense. A full-text copy of the Company's earnings report filed on Form 8-K with the Securities and Exchange Commission is available at https://tinyurl.com/27bu8kzf About Community Health Systems Inc. Community Health Systems, Inc. -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. For the year ended December 31, 2023, the net loss attributable to Community Health Systems, Inc. stockholders was $133 million, compared to net income of $46 million for the same period in 2022. As of December 31, 2023, the Company had $14.5 million in total assets, $15.3 million in total liabilities, $323,000 in redeemable noncontrolling interests in equity of consolidated subsidiaries, and $1.15 million in total stockholders' deficit. * * * As reported by the TCR on Dec. 15, 2023, Moody's Investors Service downgraded CHS/Community Health Systems, Inc.'s Corporate Family Rating to Caa2 from Caa1. Moody's said the downgrade of Community Health's ratings reflects the company's very high level of the financial leverage and the company's inability to generate positive free cash flow despite some industry wide easing of labor pressure in recent quarters. As reported by the TCR on Dec. 20, 2023, S&P Global Ratings raised its rating on Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). S&P said, "We believe Community Health's capital structure is currently unsustainable. The company remains highly leveraged with S&P Global Ratings-adjusted debt to EBITDA of 8.4x. In addition, the company has not established a track record of sustained positive free cash flow generation. While we expect improved EBITDA margins and positive cash flow in 2024, leverage will remain high while the company has a significant interest burden and maturities starting in 2026." CONVERGEONE HOLDINGS: $1.11BB Bank Debt Trades at 82% Discount -------------------------------------------------------------- Participations in a syndicated loan under which ConvergeOne Holdings Inc is a borrower were trading in the secondary market around 18.2 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.11 billion Term loan facility is scheduled to mature on January 5, 2026. About $1.09 billion of the loan is withdrawn and outstanding. ConvergeOne Holdings, Inc., operates as a holding company. The Company, through its subsidiaries, provides managed cloud, cyber security, enterprises networking, data center, application and software development, security infrastructure, and hosted collaboration solutions. CW PETROLEUM: M&K CPAS Raises Going Concern Doubt ------------------------------------------------- CW Petroleum Corp disclosed in a Form 1-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor expressed substantial doubt about the Company's ability to continue as a going concern. The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 29, 2024, citing that the Company has suffered a net loss for the year ended December 31, 2022 and had an accumulated deficit as of December 31, 2023 and 2022, which raises substantial doubt about its ability to continue as a going concern. The Company had an accumulated deficit of $1,622,136 as of December 31, 2023. For the year ended December 31, 2023, the Company incurred a net income of $449,293, which was a $750,973 increase from the year ended December 31, 2022 net loss of $301,680. According to the Company, its principal liquidity requirements are to finance its operations and to service its debt. "Our ability to meet our debt service obligations and other capital requirements, including capital expenditures, will depend on our future operating performance, which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, depending on market conditions, we will, from time to time, consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause us to seek additional debt or equity financing in future periods." "On December 31, 2023, our cash balance amounted to $553,515 compared to $354,713 as of December 31, 2022. Our net working capital has increased by approximately $452,778 during the same time period." "All funding to date has been provided by the shareholders through non-convertible debt and equity sales, operations and equipment financing. We regularly evaluate alternate sources of capital to support our liquidity requirements. U.S. GAAP requires management to assess a company's ability to continue as a going concern within one year from the financial statement issuance and to provide related note disclosures in certain circumstances. We believe that there is substantial doubt about our ability to continue as a going concern. We are subject to business and operational risks that could adversely affect our cash flows. A material decrease in our cash flows would likely produce an adverse effect on our borrowing capacity as well as our ability to issue additional equity and/or debt securities which could result in our inability to pay our debts as they become due, potentially resulting in our utilization of federal bankruptcy laws or the discontinuation of our business and dissolution." A full-text copy of the Company's Form 1-K is available at https://tinyurl.com/3d45nzuj About CW Petroleum Corp CW Petroleum Corp is a wholesale distributor of non-branded, blended and non-blended diesel fuel and gasoline. The Company supplies and distributes Biodiesel, Biodiesel Blends, Renewable Gasoline, and a 92 Octane Reformulated No Ethanol Gasoline to distributors, convenience stores, marinas, and end-users. As of December 31, 2023, the Company has $1,032,394 in total assets, $89,176 in total liabilities, and $138,218 in total shareholders' deficit. DEL MONTE FOODS: S&P Downgrades ICR to 'CCC+', On Watch Negative ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating to 'CCC+' from 'B-' because Del Monte Foods Inc. needs additional liquidity; it needs to sell through its existing inventory; and S&P Global Ratings-adjusted leverage will remain weak at above 10x, and free operating cash flow (FOCF) will remain negative through the first half of fiscal 2025. S&P said, "We also lowered our issue-level rating on its $725 million first-lien term loan to 'CCC+' from 'B-'. The recovery rating remains '4', reflecting our expectation for average (30%-50%; rounded estimate: 30%) recovery in the event of default. "At the same time, we placed all our ratings on Del Monte on CreditWatch with negative implications, pending the company's ability to improve liquidity. "The CreditWatch placement reflects that we could affirm or lower, by multiple notches, our ratings. We expect to resolve the CreditWatch placement over the next 30-45 days, when we receive additional information about the company's financing plans to address its liquidity position and fund its upcoming pack season.' The downgrade reflects Del Monte's weak liquidity position. The company's $750 million ABL facility had an outstanding balance of $647 million at the end of the third quarter of fiscal 2024. S&P said, "We do not believe Del Monte has enough liquidity to fund the purchases of inventories during its upcoming pack season from June through September 2024, whereby the company may need an additional $200 million of liquidity. We believe Del Monte received new liquidity support from its parent and used the proceeds to pay down its ABL balances. Still, we believe the company is exploring additional forms of liquidity support, including external financing, parent equity infusion, working capital support, and asset sales to fund its upcoming pack season." S&P said, "Del Monte has limited headroom under its springing fixed-charge coverage covenant, and we believe there is risk of a covenant breach. Del Monte has a springing fixed-charge coverage ratio of 1x under its ABL agreement. The company maintained an FCCR of 1x at the end of third fiscal quarter ended January 2024. Given our assumption of continued weak operating performance and the elevated level of borrowings on its ABL, we believe there is risk that Del Monte will not remain in compliance with its financial covenant, absent additional financing support or an amendment to the credit agreement. "We lowered our growth and profit outlook and expect sustained elevated leverage and lower cash flows in fiscal 2024 and 2025. S&P Global Ratings-adjusted leverage was about 13.2x for the trailing 12 months ended Jan. 31, 2024, compared with about 5.3x during the same period the previous year. S&P Global Ratings-adjusted EBITDA to interest also declined to 1x for the 12 months ended Jan. 31, 2024, from 1.5x during the same period in 2023. "The company closed two manufacturing facilities based in Wisconsin and Washington and announced a 50% reduction in its salaried workforce to consolidate production in a lower demand environment and reduce costs. However, weaker demand and a higher-than-expected impact of inflation within its 2023 and 2024 pack have resulted in a revision downward of our forecast for the remainder of 2024 and fiscal 2025. We forecast Del Monte's EBITDA in the fourth quarter of fiscal 2024 will remain at similar levels of the third quarter, and S&P Global Ratings-adjusted EBITDA margin will decline to 5.7% and 6.9% in fiscal 2024 and fiscal 2025, respectively, from 11.9% in fiscal 2023. "Although we expect Del Monte's ABL balances to decline further in the fourth quarter, the lower EBITDA levels will result in leverage increasing further to about 14.7x at the end of fiscal 2024. We expect leverage will decline to low-11x by the end of fiscal 2025 based on our forecast of EBITDA improvement and lower ABL balances in 2025. Our forecast of lower profitability and higher debt balances translates into cash flow deficits of about $133 million in fiscal 2024. We expect the company to generate FOCF of about $127 million in fiscal 2025, if demand improves and the company is able to sell down some of its excess inventory. "The CreditWatch negative placement reflects the possibility that we could affirm or lower, by multiple notches, the rating within the next 30 days. We could lower the rating if Del Monte fails to comply with its maintenance financial covenants or is unable to secure external financing. We could also lower the rating if any financing results in a restructuring or unfavorable terms for existing lenders, whereby we view the transaction as tantamount to a default. "We could affirm the rating if Del Monte is able to secure additional financing such that its liquidity position significantly improves and the company maintains sufficient cushion under its financial covenant, supported by operating performance in line with our base-case expectations." DIGITAL DISPLAY: Seeks to Hire Langley & Banack as Attorney ----------------------------------------------------------- Digital Display Solutions, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Langley & Banack, Inc. as its attorneys. The firm will advise the Debtor with respect to its duties and powers in this case and will handle all matters which come before the court in this case. William Davis Jr., Esq., an attorney at Langley & Banack, will be paid at his hourly rate of $400. The firm received a payment in the amount of $25,000, including the filing fee of $1,738, from the Debtor. Mr. Davis 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: William R. Davis Jr., Esq. Langley & Banack, Inc. 745 E. Mulberry Ave., Suite 700 San Antonio, TX 78212 Telephone: (210) 736-6600 About Digital Display Solutions Digital Display Solutions, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-50663) on April 17, 2024, listing up to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Lisa Harbert as president. Judge Craig A. Gargotta presides over the case. William R. Davis, Jr., Esq. at Langley & Banack, Inc. represents the Debtor as counsel. DIGITAL MEDIA: $225MM Bank Debt Trades at 89% Discount ------------------------------------------------------ Participations in a syndicated loan under which Digital Media Solutions LLC is a borrower were trading in the secondary market around 10.9 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $225 million Payment-in-kind Term loan facility is scheduled to mature on May 26, 2026. About $199.1 million of the loan is withdrawn and outstanding. Headquartered in Clearwater, Florida, Digital Media Solutions, Inc. is a provider of data-driven, technology-enabled digital performance advertising solutions connecting consumers and advertisers within the auto, home, health, and life insurance, plus a long list of top consumer verticals. DIGITAL MEDIA: S&P Upgrades ICR to 'CCC' Following Restructuring ---------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Digital Media Solutions Inc. (DMS) to 'CCC' from 'SD' (selective default) and its issue-level ratings on its initial senior secured revolving credit facility and term loan to 'CC' from 'D'. At the same time, S&P revised its recovery ratings on these debt facilities to '6' from '4'. S&P also assigned its 'B-' issue-level rating and '1' recovery rating to the company's $22 million senior secured tranche A term loan due 2026 and its 'CCC-' issue-level rating and '5' recovery rating to its $66 million senior secured tranche B term loan due 2026. The negative outlook reflects the limited visibility into the company's recovery and the elevated potential it will undertake another debt restructuring over the next 12 months, given its strained financial position and our belief it could enter into a distressed sale in the near term. S&P said, "The 'CCC' issuer credit rating reflects our expectation that DMS will likely undertake another distressed debt exchange over the next 12 months. We believe the company could enter into a distressed sale in the near term because, under the terms of the second amendment, it agreed to promptly commence a strategic review and marketing process for the sale of all or substantially all of its assets subject to certain milestones. Additionally, DMS' term loan is trading at distressed levels with a midpoint price of about 12 cents on the dollar. The significant discount associated with the value of the company's term loan increases the potential that it will look to negotiate some form of subpar debt exchange or out-of-court restructuring. We would view any type of distressed exchange under which its lenders receive less than they were originally promised as a default." The recent credit amendment has provided the company with covenant relief and increased its short-term financial flexibility. DMS announced that the amendment extended the payment-in-kind (PIK) toggle period for its cash interest payments to March 31, 2025, from June 30, 2024. The company had already elected to pay its past two quarters of interest as PIK, rather than cash. S&P said, "We expect DMS will elect to convert its remaining 2024 interest payments and first-quarter 2025 interest payment to PIK, given our expectation for break-even to negative EBITDA generation over the next 12 months. However, following the expiration of the PIK period, we do not believe the company will be able to meet its cash interest and other debt obligations due in 2025, thus we anticipate it will need to restructure its debt well in advance of that date." DMS' business remains highly exposed to earnings and macroeconomic volatility. The company's pay-for-performance business model renders its operating performance vulnerable to volatility. DMS' revenue model mainly comprises a pay-for-performance structure (for example, cost per lead), under which it takes responsibility to attract and convert customers. The company is also highly dependent on favorable macroeconomic conditions to spur consumer, and subsequently advertising, spending. This risk is elevated by DMS' concentrated exposure to the insurance end market (about 50% of gross revenue). The pullback in advertising spending by the company's insurance carrier partners due to unfavorable economics the past two years has had an outsized effect on its performance. DMS' S&P Global Ratings-adjusted EBITDA fell to -$12.8 million in 2023 and $11.1 million in 2022 from $34.5 million in 2021. Although, the company's insurance business could recover in 2024 as carriers pass on their premium increases, leading to higher advertising budgets and greater policy shopping among consumers, we have limited visibility into the timing and magnitude of such a recovery. S&P said, "We do not believe DMS would be able to significantly expand its EBITDA absent a prolonged and large recovery in its insurance business. Given these factors, we have revised our assessment of the company's business risk to vulnerable from weak." The negative outlook reflects the limited visibility into the company's recovery and the elevated potential it will undertake another debt restructuring over the next 12 months, given its strained financial position and our belief it could enter into a distressed sale in the near term. S&P said, "We could lower our ratings on DMS if we believe a default becomes inevitable within the next six months, which would likely occur because the company undertakes a debt restructuring due to its current financial position and the terms of its recent credit amendment. "We could raise our ratings on DMS if the company's cash flow and liquidity improve such that it has comfortable headroom to meet its upcoming financial obligations and cash requirements beyond the next 12 months. "ESG factors have a moderately negative influence on our credit rating analysis of DMS. The company identified material weaknesses in its internal controls over financial reporting that led to the delayed release of its financial results. Our assessment also reflects DMS' minority private-equity ownership because even partial ownership by a financial sponsor poses a risk that it will adopt an aggressive financial policy." DIMICRON INC: Larson & Company Raises Going Concern Doubt --------------------------------------------------------- Dimicron Inc. disclosed in a Form 1-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor expressed substantial doubt about the Company's ability to continue as a going concern. Salt Lake City, Utah-based Larson & Company, the Company's auditor, issued a "going concern" qualification in its report dated February 29, 2024, citing that the Company has a working capital deficit and has suffered recurring losses to date, which raises substantial doubt about its ability to continue as a going concern. The Company incurred a net loss of $9,084,988 for the year ended December 31, 2023, compared to a net loss of $8330,086 for the year ended December 31, 2022. The Company generated a total of $390,455 in revenues for the year ended December 31, 2023, an increase of 89% compared to $206,922 in revenues for the year ended December 31, 2022. A full-text copy of the Company's Form 1-K is available at https://tinyurl.com/mwss5b3t About Dimicron Dymicron is an innovation-driven medical device technology company that is advancing a new generation of musculoskeletal devices made from Polycrystalline Diamond (PCD)—one of the strongest substances known to man, and a material for which Dymicron has patented in all human interbody applications. The Company currently offers one product – the Triadyme®-C, which is an innovative cervical total disc replacement device that replicates natural spinal motion and is made from PCD which we believe is an optimal disc replacement implant. As of December 31, 2023, the Company has $2,402,726 in total assets, $80,461,151 in total liabilities, and $78,058,425 in total stockholders' deficit. DIOCESE OF NEW ORLEANS: Comm. Taps H. Kent Aguillard as Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Roman Catholic Church of the Archdiocese of New Orleans received approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire H. Kent Aguillard, Attorney at Law, as conflicts counsel. The firm will render these services: a. advise the Commercial Committee with respect to its rights, duties, and powers in the Bankruptcy Case related to the Proposed Point Au Fer Settlements and related issues; b. assist and advise the Commercial Committee in its consultations with the Debtor and other third parties relative to the Proposed Point Au Fer Settlements and related issues; c. assist the Commercial Committee in analyzing the Proposed Point Au Fer Settlements and related issues; d. represent the Commercial Committee at hearings and other proceedings related to the Proposed Point Au Fer Settlements and related issues; e. review, analyze and advise the Commercial Committee on pleadings and other documents related to the Proposed Point Au Fer Settlements; f. assist the Commercial Committee in preparing pleadings and applications as may be necessary in furtherance of the Commercial Committee's interests and objectives related to the Proposed Point Au Fer Settlements; and g. related to the Proposed Point Au Fer Settlements, perform such other legal services as may be required or requested or as may otherwise be deemed in the interests of the Commercial Committee in accordance with the Commercial Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. The firm's attorney, H. Kent Aguillard, Esq., charges $450 per hour. Mr. Aguillard 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. H. Kent Aguillard can be reached at: H. Kent Aguillard, Esq. H. Kent Aguillard, Attorney at Law P.O. Drawer 391 Eunice, LA 70535 Tel: (337) 457-9331 Email: kaguillard@yhalaw.com About Roman Catholic Church of the Archdiocese of New Orleans The Roman Catholic Church of the Archdiocese of New Orleans -- https://www.nolacatholic.org/ -- is a non-profit religious corporation incorporated under the laws of the State of Louisiana. Created as a diocese in 1793, and established as an archdiocese in 1850, the Archdiocese of New Orleans has educated hundreds of thousands in its schools, provided religious services to its churches and provided charitable assistance to individuals in need, including those affected by hurricanes, floods, natural disasters, war, civil unrest, plagues, epidemics, and illness. Currently, the archdiocese's geographic footprint occupies over 4,200 square miles in southeast Louisiana and includes eight civil parishes: Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John the Baptist, St. Tammany, and Washington. The Roman Catholic Church for the Archdiocese of New Orleans sought Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1, 2020. The archdiocese was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Meredith S. Grabill oversees the case. Jones Walker, LLP and Blank Rome, LLP, serve as the archdiocese's bankruptcy counsel and special counsel, respectively. Donlin, Recano& Company, Inc., is the claims agent. The U.S. Trustee for Region 5 appointed an official committee of unsecured creditors on May 20, 2020. The committee is represented by the law firms of PachulskiStangZiehl& Jones, LLP and Locke Lord, LLP. Berkeley Research Group, LLC is the committee's financial advisor. DODGE CONSTRUCTION: $455MM Bank Debt Trades at 21% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Dodge Construction Network LLC is a borrower were trading in the secondary market around 78.9 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $455 million Term loan facility is scheduled to mature on February 22, 2029. The amount is fully drawn and outstanding. Dodge Construction Network LLC provides software solutions. The Company offers analytics and software-based workflow integration solutions for the construction industry. Dodge Construction Network serves customers in the United States. EBIX INC: Plan Exclusivity Period Extended to July 14 ----------------------------------------------------- Judge Scott W. Everett of the U.S. Bankruptcy Court for the Northern District of Texas extended Ebix, Inc., and affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to July 14 and September 12, 2024, respectively. As shared by Troubled Company Reporter, the outcome of the auction on May 8, 2024 (the "Auction") will determine the ultimate structure of the plan, including whether the assets are sold pursuant to a sale under section 363 of the Bankruptcy Code or whether the Debtors reorganize through one or more reorganization transactions in a plan. The Debtors explain that they have filed their initial Plan and Disclosure Statement and set the Disclosure Statement for approval at the April 22, 2024, omnibus hearing. The Debtors anticipate that, even if the Disclosure Statement is approved, they will delay solicitation of the Plan until after the Auction to ensure the Plan that is solicited reflects the results of the Auction and the transaction or transactions going forward. The Debtors claim that although they anticipate updating the Plan following the Auction to account for the results from the same, the Plan as filed is viable, if not a bit broad. The Debtors intend to narrow the broad toggles in the existing Plan to notate which transaction or transactions are being pursued and commence solicitation of this updated Plan on or before May 15, 2024. Counsel for the Debtors: Thomas R. Califano, Esq. Rakhee V. Patel, Esq. SIDLEY AUSTIN LLP Jeri Leigh Miller (24102176) 2021 McKinney Avenue, Suite 2000 Dallas, TX 75201 Tel: (214) 981-3300 Fax: (214) 981-3400 E-mail: tom.califano@sidley.com rpatel@sidley.com jeri.miller@sidley.com -and- Andres Barajas, Esq. Weiru Fang, Esq. SIDLEY AUSTIN LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 E-mail: andres.barajas@sidley.com weiru.fang@sidley.com About Ebix, Inc. Ebix Inc. -- https://www.ebix.com/ -- is headquartered in Atlanta, Ga., and it supplies software and electronic commerce solutions to the insurance industry. With approximately 200 offices across six continents, Ebix, (NASDAQ: EBIX) endeavors to provide on-demand infrastructure exchanges to the insurance, financial services, travel and healthcare industries. Ebix and its affiliates filed Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 23-80004) on Dec. 17, 2023. At the time of the filing, Ebix reported between $500 million and $1 billion in both assets and liabilities. Judge Scott W. Everett oversees the cases. The Debtors tapped Sidley Austin, LLP as bankruptcy counsel; O'Melveny and Myers, LLP as special counsel; AlixPartners, LLP as financial advisor; and Jefferies, LLC as investment banker. Omni Agent Solutions, Inc. is the claims agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by McDermott Will & Emery, LLP. EKSO BIONICS: Reports $3.4MM Net Loss in 2024 First Quarter ----------------------------------------------------------- Ekso Bionics Holdings, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $3.4 million on $3.8 million of total revenue for the three months ended March 31, 2024, compared to a net loss of $4.4 million on $4.1 million of revenue for the three months ended March 31, 2023. As of March 31, 2024, the Company had an accumulated deficit of $242,574,000. Largely as a result of significant research and development activities related to the development of the Company's advanced technology and commercialization of such technology into its medical device business, the Company has incurred significant operating losses and negative cash flows from operations since inception. In the three months ended March 31, 2024, the Company used $3,466,000 of cash in its operations. Cash on hand as of March 31, 2024 was $8,799,000. Notes Payable, net, borrowings under the Company's secured term loan agreement with Pacific Western Bank have a liquidity covenant requiring minimum cash on hand equivalent to the current outstanding principal balance. As of March 31, 2024, $2,000,000 of cash must remain as restricted. After considering cash restrictions, effective unrestricted cash as of March 31, 2024 was approximately $6,799,000. The Company said, "Our expectation to generate operating losses and negative operating cash flows in the future and the need for additional funding to support our planned operations raise substantial doubt regarding our ability to continue as a going concern for [the next 12 months]. Management intends to raise funds through one or more financings. However, due to several factors, including those outside management's control, there can be no assurance that the Company will be able to complete such financings on acceptable terms or in amounts sufficient to continue operating the business under the operating plan. If we are unable to complete sufficient additional financings, management's plans include delaying or abandoning certain product development projects, cost reduction efforts for our products, and refocused sales efforts to accelerate revenue growth above historical results. We have concluded the likelihood that our plan to successfully reduce expenses to align with our available cash, while reasonably possible, is less than probable. Accordingly, we have concluded that substantial doubt exists about our ability to continue as a going concern for a period of at least 12 [the next] months." A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/2nu7f7mw About Ekso Bionics Holdings San Rafael, Calif.-based Ekso Bionics Holdings, Inc. designs, develops, and markets exoskeleton products to augment human strength, endurance and mobility. As of March 31, 2024, the Company has $29 million in total assets, $15 million in total liabilities, and $14.1 million in total stockholders' equity. San Francisco, CA-based WithumSmith+Brown PC, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 4, 2024, citing that the entity has an accumulated deficit at December 31, 2023, and, since inception, has suffered significant operating losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. ELITE LIMOUSINE: Seeks to Extend Plan Exclusivity to July 24 ------------------------------------------------------------ Elite Limousine Plus, Inc. and Dispatch Support Services LLC asked the U.S. Bankruptcy Court for the Eastern District of New York to extend their exclusive time periods to file a plan of reorganization and to solicit acceptances thereof to July 24 and September 22, 2024, respectively. This is the Debtors' second request for an extension of the Exclusivity Periods. The Debtors have been paying their debts as they come due during the post-petition period, and have filed their monthly operating reports. Upon information and belief, the Debtors are also current on payments of quarterly fees to the United States Trustee. The Debtors believe that they will make meaningful progress in these jointly-administered cases concerning the reorganization of their business and financial affairs and the filing of a Plan which seeks to address and maximize the recovery to creditors. The additional time requested is critically necessary to permit the Debtors to prudently formulate and file a Plan based upon the aforementioned developments and opportunities. As recently discussed on the record at a status and interim DIP hearing, the Debtors' cases have not been in chapter 11 for an inordinate period of time, and have been focused on triaging their critical matters, especially attending to continued DIP financing and fighting for their survival on a near-weekly basis. Without DIP financing, the Debtors' have no funding and the chapter 11 cases could not continue. The Debtors expect to formulate and file a proposed Plan which will address all creditor obligations, including a distribution to unsecured creditors. The Debtors explain that they require additional time to deliberate upon and formulate their course of action in order to implement the most sensible Plan of reorganization, and allow the cases and critical aspects thereof to develop further. The Debtors are actively engaged in their business operations and are continually reevaluating their state of financial affairs on an ongoing basis to determine the best course of action for the Debtors to emerge as a successful going concern. Furthermore, the Debtors are continually reevaluating Elite's Lease, which presently is a critical component of the Debtors' business operations, and which may, in turn, potentially form a critical component of the Debtors' Plan. The time for Elite to assume or reject its Lease has been extended by stipulated Order through June 24, 2024. Overall, the facts and circumstances of these jointly-administered cases present sufficient cause for extending the Exclusive Periods pursuant to Section 1121(d) of the Bankruptcy Code. Accordingly, the Debtors respectfully request that this Court extend the Debtors' time to file a proposed Chapter 11 Plan and to solicit acceptances of such Plan for 90 days as set forth herein. Elite Limousine Plus, Inc. and Dispatch Support Services LLC are represented by: Adam P. Wofse, Esq. LAMONICA HERBST & MANISCALCO, LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, NY 11793 Tel: (516) 826-6500 About Elite Limousine Plus Elite Limousine Plus, Inc., is part of the taxi and limousine service industry. Elite Limousine Plus sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-43088) on Aug. 29, 2023. In the petition signed by Shafquat Chaudhary, president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. Salvatore LaMonica, Esq., at Lamonica Herbst & Maniscalco, LLP, represents the Debtor as legal counsel. EMPIRE TODAY: $595MM Bank Debt Trades at 30% Discount ----------------------------------------------------- Participations in a syndicated loan under which Empire Today LLC is a borrower were trading in the secondary market around 70.5 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $595 million Term loan facility is scheduled to mature on April 3, 2028. The amount is fully drawn and outstanding. Headquartered in Northlake, Ill., Empire Today, LLC is a specialty retailer of carpet, hard floor, and window treatments. The company offers shop-at-home sales in the largest metropolitan markets in the U.S. EOS US FINCO: $534.7MM Bank Debt Trades at 25% Discount ------------------------------------------------------- Participations in a syndicated loan under which EOS US Finco LLC is a borrower were trading in the secondary market around 75.3 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $534.7 million Term loan facility is scheduled to mature on October 6, 2029. The amount is fully drawn and outstanding. EOS US Finco LLC is a hardware technology company based in the United States. EYECARE PARTNERS: $110MM Bank Debt Trades at 53% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 46.6 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $110 million Delay-Draw Term loan facility is scheduled to mature on November 15, 2028. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products. EYECARE PARTNERS: $250MM Bank Debt Trades at 53% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 47.1 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $250 million Term loan facility is scheduled to mature on November 15, 2028. About $246.3 million of the loan is withdrawn and outstanding. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products. EYECARE PARTNERS: $300MM Bank Debt Trades at 71% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 28.9 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $300 million Term loan facility is scheduled to mature on November 15, 2029. The amount is fully drawn and outstanding. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products. EYECARE PARTNERS: $440MM Bank Debt Trades at 53% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 47 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $440 million Term loan facility is scheduled to mature on November 15, 2028. The amount is fully drawn and outstanding. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products. EYECARE PARTNERS: $750MM Bank Debt Trades at 52% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 47.9 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $750 million Term loan facility is scheduled to mature on February 20, 2027. The amount is fully drawn and outstanding. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products. FAIRPORT BAPTIST: Committee Taps Verdolino & Lowey as Accountant ---------------------------------------------------------------- The official committee of unsecured creditors of Fairport Baptist Homes and its affiliates seeks approval from the U.S. Bankruptcy Court for the Western District of New York to employ Verdolino & Lowey, P.C. as its investigative accountants. Verdolino will provide investigative accounting services in connection with Chapter 5 claims, specifically preference analyses focusing on payments made by the Debtors during the preference period, and further analysis regarding ordinary course payments and potential new value. The hourly rates of professionals range from $275 to $375 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Craig Jalbert, CPA, a member of Verdolino & Lowey, 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: Craig R. Jalbert, CPA Verdolino & Lowey, PC 124 Washington Street, Suite 101 Foxboro, MA 02035 Telephone: (508) 543-1720 Facsimile: (508) 543-4114 Email: cjalbert@vlpc.com About Fairport Baptist Homes Fairport Baptist Homes and its affiliates, Fairport Baptist Homes Adult Care Facility, Inc., FBH Community Ministries and FBH Distinctive Living Communities, Inc., operate skilled nursing care facilities. Fairport Baptist Homes owns a New York-licensed 142-bed residential health care facility at the FBH campus in Fairport, N.Y., and 42 independent living units known as Deland Acres. On May 6, 2022, Fairport Baptist Homes and its affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Lead Case No. 22-20220). In the petition filed by Fairport President Thomas H. Poelma, Fairport Baptist Homes listed $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtors tapped John A. Mueller, Esq., at Lippes Mathias, LLP as bankruptcy counsel and Pullano & Farrow, PLLC as special counsel. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on June 2, 2022. Dentons US, LLP and ToneyKorf Partners, LLC serve as the committee's legal counsel and financial advisor, respectively. Eric M. Huebscher, the patient care ombudsman appointed in the Debtors' cases, is represented by Kelly C. Griffith, Esq., at Harris Beach, PLLC. FINTHRIVE SOFTWARE: $460MM Bank Debt Trades at 31% Discount ----------------------------------------------------------- Participations in a syndicated loan under which FinThrive Software Intermediate Holdings Inc is a borrower were trading in the secondary market around 68.7 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $460 million Term loan facility is scheduled to mature on December 17, 2029. About $414 million of the loan is withdrawn and outstanding. FinThrive is a provider of revenue cycle management software solutions to the healthcare sector. FOCUS FINANCIAL: Moody's Alters Outlook on 'B1' CFR to Negative --------------------------------------------------------------- Moody's Ratings has affirmed the B1 corporate family rating and senior secured bank credit facility ratings of Focus Financial Partners, LLC as well as the company's B1-PD probability of default rating. The outlook on the ratings was changed to negative from stable. RATINGS RATIONALE Moody's said that Focus's B1 CFR reflects its scale and leading position as an aggregator of wealth management firms, its strong asset retention rates, and the earnings preference structured into legacy acquisitions. The rating is constrained by the company's aggressive acquisition strategy and weak profitability, as measured by Moody's, relative to peers. The negative outlook reflects Focus' high leverage due to its acquisitive strategy including recent initiatives to establish controlled wealth management firms. Focus' leverage has risen above Moody's expectations for B1-rated companies. As of year end 2023, debt-to-EBITDA, as adjusted by Moody's, stood at 6.1x compared to 5.1x for the prior year. The company's growing contingent consideration liability and other acquisition-related liabilities have driven much of the increase. Moody's said that while Focus's new strategic initiative to establish controlled wealth management firms is a meaningful shift from its original business model, it aims at addressing the company's weak profitability, as measured by Moody's, relative to peers. Moody's said that under Focus's new strategy, it acquires the economic stake of an existing partner firm owned by principals party to the management agreement established during acquisition. The management agreement buyouts are typically structured with a combination of cash and equity that aligns the interests of Focus and the selling principals. However, additional future cash payments, which Moody's includes in Focus's adjusted debt, may be paid to the sellers upon achieving certain growth metrics. The management agreement buyout transactions give Focus greater economic interest in the underlying businesses, and control to operate them more efficiently and realize synergies as they continue to engage in internal and external acquisitions. As of May 2024, Focus has completed 7 management agreement buyout deals out of its approximately 90 partner firms. Because the transactions are expensed according to GAAP and the timing of synergies is uncertain, Moody's does not expect meaningful improvement to Focus's profitability, as measured by Moody's, over the outlook period. That said, adjusted EBITDA margins, under the new business model, are expected to expand over the next several quarters. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of Focus's ratings is currently unlikely. However, the outlook could return to stable if debt-to-EBITDA, as calculated by Moody's, is sustained below 5x; or sustained growth and demand for fiduciary wealth management services drive meaningful improvement to the company's scale; or profitability as measured by GAAP pretax income margins are sustained above 5% annually. Focus's ratings could be downgraded if debt-to-EBITDA, as calculated by Moody's, is sustained above 6x; or the company is unable to execute its acquisition strategy successfully; or there is a deterioration in the demand for wealth management services or meaningful loss of pricing power. The principal methodology used in these ratings was Asset Managers Methodology published in November 2019. FOUNDEVER WORLDWIDE: $1.40BB Bank Debt Trades at 26% Discount ------------------------------------------------------------- Participations in a syndicated loan under which Foundever Worldwide Corp is a borrower were trading in the secondary market around 73.6 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.40 billion Term loan facility is scheduled to mature on August 28, 2028. About $1.37 billion of the loan is withdrawn and outstanding. Foundever Worldwide Corp provides business process outsourcing services. The Company offers digital, technology, training, analytics, technical support, and consulting services. Foundever Worldwide serves telecoms, utilities, and healthcare industries worldwide. FROGGY FLATS: Seeks to Hire Coldwell Banker as Real Estate Agent ---------------------------------------------------------------- Froggy Flats, LLC seeks approval from the U.S. Bankruptcy Court for the District of Montana to employ Coldwell Banker The Falls as its real estate agent. The firm will list, advertise and sell the Debtor's real property located in Glacier County, Montana. The Debtor agrees to pay the total broker's commission of 5 percent from the sale proceeds. As disclosed in court filings, the brokers are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Coldwell Banker can be reached through: Antoinette Collins Coldwell Banker Realty The Falls 12 3rd St NW, Suite 110 Great Falls, MT 59404 Phone: (406) 727-6000 About Froggy Flats Froggy Flats, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mont. Lead Case No. 23-40050) on July 18, 2023. In the petition signed by William H. Stewart, member, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Benjamin P. Hursh oversees the case. Gary S. Deschenes, Esq., at Deschenes & Associates Law Offices, serves as the Debtor's counsel. FUEL DOCTOR: Changes its Name to Charging Robotics Inc. ------------------------------------------------------- Fuel Doctor Holdings Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on April 23, 2024, the Company received notice from Financial Industry Regulatory Authority, Inc. ("FINRA") that the Name Change and the Reverse Stock Split has been announced on FINRA's daily list and took effect at market open on April 24, 2024. Accordingly, the FINRA corporate action to effect the Name Change and the Reverse Stock Split is now completed. The Company's new CUSIP number for its shares of Common Stock is 35953U205. On Aug. 28, 2023, Fuel Doctor filed an amended and restated certificate of incorporation to (i) change its name to Charging Robotics Inc.; and (ii) effect a one-for-one hundred fifty reverse stock split of its outstanding shares of common stock, par value $0.0001 per share. The Company submitted an Issuer Company-Related Action Notification Form to FINRA regarding the Name Change and Reverse Stock Split. Immediately prior to the Reverse Stock Split, the Company had 1,372,656,029 shares of Common Stock issued and outstanding. Immediately following the Market Effective Date of the Reverse Stock Split, the Company has 9,151,120 shares of Common Stock issued and outstanding. The Reverse Stock Split does not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, or the par value of the Common Stock, which shall remain as set forth pursuant to the Certificate of Incorporation. No fractional shares of Common Stock will be issued in connection with the Reverse Stock Split, all of which were rounded up to the nearest whole number. The Company's outstanding warrants and equity awards will be adjusted as a result of the Reverse Stock Split, as required by the terms of such warrants and equity awards. Colonial Stock Transfer, the Company's transfer agent, will send instructions to stockholders of record who hold stock certificates regarding the exchange of any Common Stock certificates in connection with the Reverse Stock Split. Stockholders who hold their shares of Common Stock in book-entry form or in brokerage accounts or "street name" are not required to take any action to effect the exchange of their shares of Common Stock following the Reverse Stock Split. The Company's shares will continue to trade on the OTC Marketplace under the symbol "FDOC" with the letter "D" added to the end of the trading symbol for a period of 20 trading days to indicate that the Reverse Stock Split has occurred, such that the ticker will be "FDOCD," during this period. After the 20-trading day period has elapsed, the extra "D" will be removed and the Company's ticker symbol will revert to "FDOC." About Fuel Doctor Tel Aviv, Israel-based Fuel Doctor Holdings, Inc., focuses on developing a wireless electric vehicle charging technology for automatic parking lots based on its wireless electricity transfer module. Its technology can be used for various products, such as robotic and stationary platforms. Mitzpe Netofa, Israel-based Elkana Amitai CPA, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 12, 2024, citing that the Company suffered losses from operations and further losses are anticipated in the development of its business. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. FUEL DOCTOR: Completes Name Change, Stock Split ----------------------------------------------- Fuel Doctor Holdings Inc. disclosed in a Form 8-K Report that on August 28, 2023, the Company filed an amended and restated certificate of incorporation, to (i) change its name to Charging Robotics Inc.; and (ii) effect a 1-for-150 reverse stock split of its outstanding shares of common stock, par value $0.0001 per share. The Company submitted an Issuer Company-Related Action Notification Form to the Financial Industry Regulatory Authority, Inc. regarding the Name Change and Reverse Stock Split. On April 23, 2024, the Company received notice from FINRA that the Name Change and the Reverse Stock Split has been announced on FINRA's daily list and would take effect at market open on April 24. Accordingly, the FINRA corporate action to effect the Name Change and the Reverse Stock Split is now completed. The Company's new CUSIP number for its shares of Common Stock is 35953U205. Immediately prior to the Reverse Stock Split, the Company had 1,372,656,029 shares of Common Stock issued and outstanding. Immediately following the Market Effective Date of the Reverse Stock Split, the Company has 9,151,120 shares of Common Stock issued and outstanding. The Reverse Stock Split does not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, or the par value of the Common Stock, which shall remain as set forth pursuant to the Certificate of Incorporation. No fractional shares of Common Stock will be issued in connection with the Reverse Stock Split, all of which were rounded up to the nearest whole number. The Company's outstanding warrants and equity awards will be adjusted as a result of the Reverse Stock Split, as required by the terms of such warrants and equity awards. Colonial Stock Transfer, the Company's transfer agent, will send instructions to stockholders of record who hold stock certificates regarding the exchange of any Common Stock certificates in connection with the Reverse Stock Split. Stockholders who hold their shares of Common Stock in book-entry form or in brokerage accounts or "street name" are not required to take any action to effect the exchange of their shares of Common Stock following the Reverse Stock Split. The Company's shares will continue to trade on the OTC Marketplace under the symbol "FDOC" with the letter "D" added to the end of the trading symbol for a period of 20 trading days to indicate that the Reverse Stock Split has occurred, such that the ticker will be "FDOCD," during this period. After the 20-trading day period has elapsed, the extra "D" will be removed and the Company's ticker symbol will revert to "FDOC." About Fuel Doctor Tel Aviv, Israel-based Fuel Doctor Holdings, Inc., focuses on developing a wireless electric vehicle charging technology for automatic parking lots based on its wireless electricity transfer module. Its technology can be used for various products, such as robotic and stationary platforms. Mitzpe Netofa, Israel-based Elkana Amitai CPA, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company suffered losses from operations and further losses are anticipated in the development of its business. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. GAUCHO GROUP: Regains Nasdaq Compliance --------------------------------------- Gaucho Group Holdings, Inc. on May 1, 2024, received a notice from the Listing Qualifications Department of the Nasdaq Stock Market notifying the Company that, due to the Company's filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 with the Securities and Exchange Commission on April 30, 2024, the Company is now back in compliance with Nasdaq's continued listing requirements under Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of all required periodic reports with the SEC. Gaucho Group received a delinquency compliance alert notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC advising the Company that due to the Company's failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, with the Commission, the Company was not in compliance with Nasdaq's continued listing requirements under Nasdaq Listing Rule 5250(c)(1). Nasdaq provided the Company 60 days to submit a plan to regain compliance with the Rule. The Company intends to submit its plan of compliance to Nasdaq on or before June 17, 2024. If Nasdaq accepts the plan, the Company may be granted an extension of 180 calendar days from the due date of the Form 10-K or October 14, 2024 to regain compliance with the Rule. In the event the plan is not accepted by Nasdaq, the Company may appeal that decision to a Hearings Panel. About Gaucho Group Headquartered in New York, NY, Gaucho Group Holdings, Inc.'s mission has been to source and develop opportunities in Argentina's undervalued luxury real estate and consumer marketplace. The Company has positioned itself to take advantage of the continued and fast growth of global e-commerce across multiple market sectors, with the goal of becoming a leader in diversified luxury goods and experiences in sought after lifestyle industries and retail landscapes. With a concentration on fine wines (algodonfinewines.com & algodonwines.com.ar), hospitality (algodonhotels.com), and luxury real estate (algodonwineestates.com) associated with its proprietary Algodon brand, as well as the leather goods, ready-to-wear and accessories of the fashion brand Gaucho - Buenos Aires (gaucho.com), these are the luxury brands in which Argentina finds its contemporary expression. Gaucho reported a net loss of $21.83 million for the year ended Dec. 31, 2022, compared to a net loss of $2.39 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $18.91 million in total assets, $11.02 million in total liabilities, and $7.89 million in total stockholders' equity. The Company's operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. Based upon projected revenues and expenses, the Company believes that it may not have sufficient funds to operate for the next twelve months from the date these financial statements are made available. Since inception, the Company's operations have primarily been funded through proceeds received from equity and debt financings. The Company believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. The aforementioned factors raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of its financial statements, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. GAUCHO GROUP: Says Argentina's NATO Bid Paves Path for Growth ------------------------------------------------------------- Gaucho Group Holdings, Inc. disclosed that Argentina's recent effort to become a "global partner" of NATO could herald significant economic stability and growth. This alignment, which seeks to reconnect Argentina with the U.S. and other Western economies, is anticipated to boost the business environment and, by extension, enhance the value of Gaucho Holdings' luxury real estate investments in the region. Given the historical economic boosts observed in countries post-NATO alliances, Gaucho Holdings is optimistic about Argentina's resultant economic stability and growth. Argentina's effort to form a partnership with NATO comes at a time when the country is taking considerable steps to mend and strengthen its economic policies and international relationships. These actions are expected to foster an environment rife for investment and growth, particularly in sectors where Gaucho Holdings operates. The Company's CEO and Founder, Scott Mathis, commented on the development, stating, "We are observing a pivotal transformation in Argentina's international relations, which we believe can lead to substantial economic stability and growth. Such an environment is conducive for significant appreciation in real estate values, especially in prime markets where Gaucho Holdings maintains considerable assets. This move could greatly benefit our stakeholders and enhance the intrinsic value of our extensive portfolio in Argentina." Gaucho Holdings aims to deliver exclusive luxury experiences to its clientele, driven by unique products and tailored services. With a robust presence in Argentina's flourishing markets, Gaucho Holdings is dedicated to upscale investments and promising opportunities in the region. About Gaucho Group Headquartered in New York, N.Y., Gaucho Group Holdings, Inc.'s mission has been to source and develop opportunities in Argentina's undervalued luxury real estate and consumer marketplace. The Company has positioned itself to take advantage of the continued and fast growth of global e-commerce across multiple market sectors, with the goal of becoming a leader in diversified luxury goods and experiences in sought after lifestyle industries and retail landscapes. Gaucho is into fine wines -- algodonfinewines.com and algodonwines.com.ar; hospitality -- algodonhotels.com; luxury real estate -- algodonwineestates.com -- associated with its proprietary Algodon brand; and leather goods, ready-to-wear and accessories of the fashion brand Gaucho - Buenos Aires -- gaucho.com. Gaucho reported a net loss of $21.83 million for the year ended Dec. 31, 2022, compared to a net loss of $2.39 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $18.91 million in total assets, $11.02 million in total liabilities, and $7.89 million in total stockholders' equity. According to the Company's Quarterly Report for the period ended Sept. 30, 2023, there is substantial doubt about the Company's ability to continue as a going concern for a period of one year. The Company said its operating needs include planned costs to operate its business, including amounts required to fund working capital and capital expenditures. Based upon projected revenues and expenses, the Company believes it may not have sufficient funds to operate for the next 12 months. Since inception, the Company's operations have primarily been funded through proceeds received from equity and debt financings. The Company believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. GAUCHO GROUP: To Effect 1-for-10 Reverse Stock Split ---------------------------------------------------- Gaucho Group Holdings, Inc., announced a 1-for-10 reverse stock split of the Company's common stock to become effective at 12:01 a.m. (Eastern Time) on May 1, 2024. The Company's common stock is expected to begin trading on a split-adjusted basis when the markets open on May 1, 2024 under the existing trading symbol "VINO." The reverse stock split is primarily intended to bring the Company into compliance with the minimum bid price requirements for maintaining its listing on the Nasdaq Capital Market. The new CUSIP number following the reverse stock split will be 36809R503. As a result of the reverse stock split, every 10 shares of the Company's common stock issued and outstanding or held by the Company as treasury stock will be automatically reclassified into one new share of common stock. The reverse stock split will not modify any rights or preferences of the shares of the Company's common stock. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company's outstanding equity awards, as applicable, and warrants, as well as to the number of shares issued and issuable under the Company's equity incentive plans. The common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split will not affect the number of authorized shares of common stock or the par value of the common stock. The reverse stock split was approved by the Company's stockholders at the special meeting of stockholders held on Feb. 29, 2024 at a ratio in the range of 1-for-2 and 1-for-10, such ratio to be determined by the Board of Directors and included in a public announcement. On April 19, 2024, the Company's Board of Directors approved the reverse stock split at the ratio of 1-for-10. No fractional shares will be issued in connection with the reverse stock split and no cash or other consideration will be paid in connection with any fractional shares. Stockholders who would otherwise would have held a fractional share after giving effect to the reverse stock split will instead own one whole share of the post-reverse stock split common stock. Continental Stock Transfer and Trust Company, the Company's transfer agent, will act as the exchange agent for the reverse stock split. Stockholders of record holding certificates representing pre-split shares of the Company's common stock will receive a letter of transmittal from Continental with instructions on how to surrender certificates representing pre-split shares. Stockholders should not send in their pre-split certificates until they receive a letter of transmittal from Continental. Stockholders with book-entry shares or who hold their shares through a bank, broker or other nominee will not need to take any action. Stockholders of record who held pre-split certificates will receive their post-split shares book-entry and will be receiving a statement from Continental regarding their common stock ownership post-reverse stock split. About Gaucho Group Headquartered in New York, NY, Gaucho Group Holdings, Inc.'s mission has been to source and develop opportunities in Argentina's undervalued luxury real estate and consumer marketplace. The Company has positioned itself to take advantage of the continued and fast growth of global e-commerce across multiple market sectors, with the goal of becoming a leader in diversified luxury goods and experiences in sought after lifestyle industries and retail landscapes. With a concentration on fine wines (algodonfinewines.com & algodonwines.com.ar), hospitality (algodonhotels.com), and luxury real estate (algodonwineestates.com) associated with its proprietary Algodon brand, as well as the leather goods, ready-to-wear and accessories of the fashion brand Gaucho - Buenos Aires (gaucho.com), these are the luxury brands in which Argentina finds its contemporary expression. Gaucho reported a net loss of $21.83 million for the year ended Dec. 31, 2022, compared to a net loss of $2.39 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $18.91 million in total assets, $11.02 million in total liabilities, and $7.89 million in total stockholders' equity. The Company's operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. Based upon projected revenues and expenses, the Company believes that it may not have sufficient funds to operate for the next twelve months from the date these financial statements are made available. Since inception, the Company's operations have primarily been funded through proceeds received from equity and debt financings. The Company believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. The aforementioned factors raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of its financial statements, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. H-FOOD HOLDINGS: $1.15BB Bank Debt Trades at 32% Discount --------------------------------------------------------- Participations in a syndicated loan under which H-Food Holdings LLC is a borrower were trading in the secondary market around 68.4 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.15 billion Term loan facility is scheduled to mature on May 30, 2025. About $1.08 billion of the loan is withdrawn and outstanding. H-Food Holdings, LLC manufactures and distributes packaged food products. The Company serves customers in the State of Illinois. H-FOOD HOLDINGS: $415MM Bank Debt Trades at 32% Discount -------------------------------------------------------- Participations in a syndicated loan under which H-Food Holdings LLC is a borrower were trading in the secondary market around 68.3 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $415 million Term loan facility is scheduled to mature on May 30, 2025. About $405.7 million of the loan is withdrawn and outstanding. H-Food Holdings, LLC manufactures and distributes packaged food products. The Company serves customers in the State of Illinois. H-FOOD HOLDINGS: $515MM Bank Debt Trades at 32% Discount -------------------------------------------------------- Participations in a syndicated loan under which H-Food Holdings LLC is a borrower were trading in the secondary market around 67.8 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $515 million Term loan facility is scheduled to mature on May 30, 2025. About $488 million of the loan is withdrawn and outstanding. H-Food Holdings, LLC manufactures and distributes packaged food products. The Company serves customers in the State of Illinois. HAPPYNEST REIT: Assurance Dimensions Raises Going Concern Doubt --------------------------------------------------------------- HappyNest REIT, Inc. disclosed in a Form 1-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor expressed substantial doubt about the Company's ability to continue as a going concern. Margate, Florida-based Assurance Dimensions, the Company's auditor, issued a "going concern" qualification in its report dated April 29, 2024, citing that for the year ended December 31, 2023, the Company generated negative cash flows from operations of $148,279, has a net loss of $346,098, and has an accumulated deficit of $606,504. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the successful financing through equity investors and profitable investment opportunities expected to have long-term benefits, the auditor said. A full-text copy of the Company's Form 1-K is available at https://tinyurl.com/4mtnmdn7 About HappyNest REIT Annapolis, Maryland-based HappyNest REIT, Inc. is a real estate investment trust that focuses primarily on acquiring a diverse portfolio of commercial real estate properties through direct ownership structures and limited partnerships with existing operators. As of December 31, 2023, the Company has $2,713,888 in total assets, $301,198 in total liabilities, and $2,412,690 in total stockholders' equity. HAWAIIAN HOLDINGS: Reports $137.6 Million Net Loss in Q1 2024 ------------------------------------------------------------- Hawaiian Holdings, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $137.6 million on $645.6 million of total operating revenues for the three ended March 31, 2024, compared to a net loss of $98.3 million on $612.6 million of total operating revenues for the three ended March 31, 2023. In February 2024, the Company entered into a Finance Lease Agreement for $131.4 million, collateralized by its first delivered Boeing 787-9 aircraft. The transaction did not meet the criteria of a sale under the applicable accounting framework and therefore the Company recorded the transaction as a financing liability. The financing has a term of ten years, maturing in January 2034. The financing has a variable interest rate based on SOFR plus a margin of 3.85%, with quarterly principal and interest payments. A full-text copy of the Company's Form 10-Q is available at https://tinyurl.com/23au3x2k 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. As of March 31, 2024, the Company had $3.79 billion in total assets, $917.6 million in total liabilities, and $40.2 million in total stockholders' equity. On December 2, 2023, the Company 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, pursuant to which, subject to satisfaction or waiver of conditions therein, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Alaska. At the effective time of the Merger, each share of the Company's common stock, Series B Special Preferred Stock, Series C Special Preferred Stock, and Series D Special Preferred Stock issued and outstanding immediately prior to the Effective Time, subject to certain customary exceptions specified in the Merger Agreement, will be converted into the right to receive $18.00 per share, payable to the holder in cash, without interest. Completion of the Merger is subject to customary closing conditions, including approval by the Company's stockholders, which was obtained on February 16, 2024; performance by the parties in all material respects of all their obligations under the Merger Agreement; the receipt of required regulatory approvals; and the absence of an order or law preventing, materially restraining, or materially impairing the consummation of the Merger. On February 7, 2024, the Company and Alaska each received a request for additional information and documentary material from the Department of Justice in connection with the DOJ's review of the Merger. On March 27, 2024, the Company and Alaska entered into a timing agreement with the DOJ pursuant to which we 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 we 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. The Merger Agreement includes customary termination rights in favor of each party. In certain circumstances, the Company may be required to pay Alaska a termination fee of $39.6 million in connection with the termination of the Merger Agreement. The Merger is expected to close within 12 to 18 months of the date of the Merger Agreement. * * * 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. HOME AND HOUSES: Gets OK to Hire Theodore N. Stapleton as Counsel ----------------------------------------------------------------- Home and Houses Georgia, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Theodore N. Stapleton P.C., as counsel. The firm will provide these services: a. advise the Debtor generally regarding matters of bankruptcy law; b. prepare and assist in the preparation of pleadings, exhibits, applications, reports, and accounting in connection with the Debtor's schedules, and other documents necessary to the administration of these proceedings; c. investigate, analyze and evaluate potential claims of the estate, including claims for recovery of avoidable transfers under the Bankruptcy Code; d. advise the Debtor concerning Chapter 11 plans and alternatives thereto; e. represent the Debtor at hearings and conferences with regard to administration of this case and any of the foregoing matters and prepare pleadings and papers in connection therewith; and f. represent and assist the Debtor with regard to any and all other matters relating to administration of the case. The firm will be paid at these rates: Theodore N. Stapleton $600 per hour Attorneys $200 to $600 per hour Paralegals and Project Assistants $50 to $75 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Theodore N. Stapleton, Esq., a partner at Theodore N. Stapleton, 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: Theodore N. Stapleton, Esq. Theodore N. Stapleton, P.C. 2802 Paces Ferry Road SE, Suite 100-B Atlanta, GA 30339 Telephone: (770) 436-3334 Email: tstaple@tstaple.com About Home and Houses Georgia Home and Houses Georgia, LLC, a company in Woodstock, Ga., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-53365) on April 1, 2024, with $1 million to $10 million in both assets and liabilities. Karen M. Miller, managing member, signed the petition. Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C. represents the Debtor as legal counsel. HORNBLOWER SUB: $349.4MM Bank Debt Trades at 74% Discount --------------------------------------------------------- Participations in a syndicated loan under which Hornblower Sub LLC is a borrower were trading in the secondary market around 25.6 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $349.4 million Payment-in-kind Term loan facility is scheduled to mature on April 28, 2025. The amount is fully drawn and outstanding. Hornblower Sub, LLC is a charter yacht and public dining cruise operator. HOT CRETE: Seeks to Hire Hayward PLLC as Bankruptcy Counsel ----------------------------------------------------------- Hot Crete LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Hayward PLLC as its general bankruptcy counsel. The firm can be reached through: a. give the Debtor legal advice with respect to its powers and duties as Debtor 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. prepare and file of the voluntary petition and other paperwork necessary to commence this proceeding; d. assist the Debtor in preparing and filing the required Schedules, Statement of Affairs, Monthly Financial Reports, and any amendments thereto; e. assist the Debtor in preparing the Initial Debtors 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; f. 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; g. 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 h. 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: Todd Headden $400 per hour Other attorneys $300 to $500 per hour Paralegals $150 to $195 per hour Legal Assistant $95 per hour The Debtor paid $20,000 as a retainer to Hayward. Hayward represents no known entity having an adverse interest in its estate or creditors in this case and is otherwise disinterested, as disclosed in the court filings. The firm can be reached through: Todd Headden, Esq. Charlie Shelton, Esq. HAYWARD PLLC 7600 Burnet Road, Suite 530 Austin, TX 78757 Phone: (737) 881-7100 Email: theadden@haywardfirm.com cshelton@haywardfirm.com About Hot Crete LLC Hot Crete LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10303) on March 22, 2024, listing $1,000,001 to $10 million in both assets and liabilities. The petition was signed by Edgar Castro as president. Todd Brice Headden, Esq. at Hayward PLLC represents the Debtor as counsel. HS PURCHASER: $670MM Bank Debt Trades at 16% Discount ----------------------------------------------------- Participations in a syndicated loan under which HS Purchaser LLC is a borrower were trading in the secondary market around 84.4 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $670 million Term loan facility is scheduled to mature on November 19, 2027. The amount is fully drawn and outstanding. HS Purchaser, LLC develops infrastructure software. ICAP ENTERPRISES: Seeks to Extend Plan Exclusivity to July 15 ------------------------------------------------------------- iCap Enterprises, Inc., and affiliates asked the U.S. Bankruptcy Court for the Eastern District of Washington to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to July 15 and September 13, 2024, respectively. Since filing the First Exclusivity Motion, the Debtors have continued their efforts to advance these Chapter 11 Cases. The Debtors and the Committee continue to assess the most productive and efficient path forward in these Chapter 11 Cases. Their focus is on the most efficient manner to recover funds for ultimate distribution to the 1,800 investor creditors owed more than $250,000,000. On March 14, 2024, the Debtors obtained approval of the procedures to sell or transfer certain real property of the Debtors' estates pursuant to which the Debtors have completed the sales of five properties. The court has approved the sale of three other properties, pursuant to separate sale motions. The Debtors are continuing to negotiate sale transactions for their real estate portfolio. In accordance with the Cooperation Agreement, the Debtors, the Committee, and their respective advisors have been working collaboratively with respect to litigation efforts while ensuring the efficient use of estate resources in a manner beneficial to the Debtors' estates. The Cooperation Agreement sets the groundwork for cooperation between the Debtors and the Committee for the remainder of these Chapter 11 Cases. Through this division of work, the Debtors and the Committee can efficiently pursue avoidance actions and other recovery efforts. Further, the Debtors are working towards developing a plan of liquidation. To date, the Debtors and the Committee been in active discussions regarding the material terms for, and started drafting, a plan of liquidation. Accordingly, the facts and circumstances of these Chapter 11 Cases justify extending the Exclusivity Periods to provide the Debtors with an unimpeded opportunity to complete their formulation, solicitation, and confirmation of a chapter 11 plan. Co-Counsel to the Debtors: Julian I. Gurule, Esq. O'MELVENY & MYERS LLP 400 South Hope Street, 18th Floor Los Angeles, California 90071 Telephone: (213) 430-6067 E-mail: jgurule@omm.com Proposed Co-Counsel to the Debtors: Oren B. Haker, Esq. BLACK HELTERLINE LLP 805 SW Broadway Suite 1900 Portland, OR 97205 Telephone: 503 224-5560 Email: oren.haker@bhlaw.com About iCap Enterprises iCap Enterprises, Inc. and affiliates were founded in 2007 by Chris Christensen to invest in real estate opportunities in the Pacific Northwest. iCap Enterprises et al. grew quickly, raising more than $211 million in capital and deploying those funds toward real estate investments. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wash. Lead Case No. 23-01243) on September 29, 2023. In the petition signed by Lance Miller, chief restructuring officer, iCap Enterprises disclosed up to $100 million in assets and up to $500 million in liabilities. Judge Whitman L. Holt oversees the case. The Debtors tapped Buchalter, A Professional Corporation as counsel, Paladin Management Group, LLC as restructuring financial advisor, BMC Group Inc. as claims noticing agent and administrative advisor. INTRUSION INC: Regains Compliance of Nasdaq Listing Requirements ---------------------------------------------------------------- Intrusion Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on May 1, 2024, the Company received written notice from the Listing Qualifications Staff of Nasdaq informing the Company that it has regained compliance with the minimum bid price and equity requirements, respectively in Listing Rules 5550(a)(2) and 5550(b)(1) of the Nasdaq Stock Market as required by the Hearings Panel's decision previously reported on the Current Report on Form 8-K dated Feb. 8, 2024. Accordingly, the Panel determined to continue the listing of the Company's securities on the Exchange and was closing the matter. About Intrusion Headquartered in Plano, Texas, Intrusion Inc. offers businesses of all sizes and industries products and services that leverage the Company's exclusive threat intelligence database of over 8.5 billion IP addresses and domain names. After many years of gathering intelligence and providing its INTRUSION TraceCop and Savant solutions exclusively to government entities, it released its first commercial product in 2021, the INTRUSION Shield. INTRUSION Shield was designed to allow businesses to incorporate a Zero Trust, reputation-based security solution into their existing infrastructure to observe traffic flow and instantly block known malicious or unknown connections from both entering or exiting a network, making it an ideal solution for protecting from Zero-Day and ransomware attacks. Dallas, Texas-based Whitley Penn LLP, the Company's auditor since 2009, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations, negative cash flows from operations, and has a net working capital deficiency that raise substantial doubt about its ability to continue as a going concern. JACKSON, MS: S&P Withdraws 'BB-' Water And Sewer Rev. Bond Rating ----------------------------------------------------------------- S&P Global Ratings withdrew its 'BB-' rating on various series of bonds issued by the Mississippi Development Bank, and payable by the City of Jackson, Miss.' water and sewer revenues. S&P said, "The withdrawal is due to our inability to receive sufficient information to maintain the rating, including audited fiscal year-end 2022 financial statements. It follows our placement of the ratings on CreditWatch with negative implications on Feb. 16, 2024." S&P understands that Jackson is working with auditors on the fiscal 2022 audit. Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Risk management, culture, and oversight -- Transparency and reporting JJ ARCH: Taps Wiggin and Dana as Conflicts And Litigation Counsel ----------------------------------------------------------------- JJ Arch, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Wiggin and Dana LLP as its conflicts and litigation counsel. The firm will render these services: a. perform all necessary services as the Debtor's bankruptcy co-counsel in connection with matters adverse to Arch Real Estate Holdings LLC; b. take all necessary actions to protect and preserve the Debtor's estate during this Chapter 11 Case in connection with any adversary proceedings or other contested matters that arise in this Chapter 11 Case; c. counsel the Debtor with regard to its rights and obligations in connection with the foregoing; d. coordinate with the Debtor's other professionals in representing the Debtor in connection with this Chapter 11 Case; and e. perform all other necessary legal services on behalf of the Debtor in this Chapter 11 Case. The firm will be paid at these discounted rates: Partners $1,080 to $1,350 per hour Counsel $900 to $1,080 per hour Associates $630 to $900 per hour Legal Assistants $315 to $427.50 per hour Wiggin and Dana will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrew Ritter, partner of Wiggin and Dana LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Wiggin and Dana can be reached at: Andrew Ritter, Esq. WIGGIN AND DANA LLP 437 Madison Avenue, 35th Floor New York, NY 10022 Tel: (212) 551-2862 Email: aritter@wiggin.com About JJ Arch JJ Arch, LLC is a vertically integrated real estate owner, operator and developer with an active investment portfolio with more than 5.7 million square feet across the United States. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10381) on March 7, 2024, with $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Jeffrey Simpson, managing member, signed the petition. Judge John P. Mastando III oversees the case. Scott A. Griffin, Esq., at Griffin, LLP represents the Debtor as legal counsel. LERETA LLC: $250MM Bank Debt Trades at 23% Discount --------------------------------------------------- Participations in a syndicated loan under which Lereta LLC is a borrower were trading in the secondary market around 76.7 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $250 million Term loan facility is scheduled to mature on August 7, 2028. The amount is fully drawn and outstanding. Headquartered in Pomona, California, Lereta LLC is a technology-enabled property tax and flood determination service provider to the financial services industry. The company provides services in the areas of tax certification management and flood determination to mortgage originators and servicers. Lereta is owned by Flexpoint Ford and Vestar Capital Partners. LEXARIA BIOSCIENCE: Shareholders OK Directors, Auditors at ASM -------------------------------------------------------------- Lexaria Bioscience Corp. convened its annual shareholder meeting on April 23, 2024. During the meeting, shareholders voted on the following matters: Proposal 1: Elected Chris Bunka, John Docherty, Nicholas Baxter, Ted McKechnie, Albert Reese Jr., and Dr. Catherine Turkel as directors. Proposal 2: Appointed Malone Bailey LLP as Auditors. Proposal 3: Ratified the lawful actions of the directors for the past year. About Lexaria Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is a biotechnology company developing the enhancement of the bioavailability of a broad range of fat-soluble active molecules and active pharmaceutical ingredients using its patented DehydraTECH drug delivery tecnnology. DehydraTECH combines lipophilic molecules or APIs with specific long-chain fatty acids and carrier compounds that improve the way they enter the bloodstream, increasing their effectiveness and allowing for lower overall dosing while promoting healthier oral ingestion methods. Lexaria Bioscience Corp. disclosed in its Quarterly Report on Form 10-Q for the quarterly period ended February 29, 2024, that there is substantial doubt about its ability to continue as a going concern. According to Lexaria, since inception, the Company has incurred significant operating and net losses. Net losses attributable to shareholders were $1.8 million and $3.1 million for the six months ended Feb. 29, 2024, and Feb. 28, 2023, respectively. As of Feb. 29, 2024, the Company had an accumulated deficit of $47.6 million. The Company expects to continue to incur significant operational expenses and net losses in the upcoming 12 months. Its net losses may fluctuate significantly from quarter to quarter and year to year, depending on the stage and complexity of its research and development (R&D) studies and corporate expenditures, additional revenues received from the licensing of its technology, if any, and the receipt of payments under any current or future collaborations we may enter into. LIFESCAN GLOBAL: $1.01BB Bank Debt Trades at 62% Discount --------------------------------------------------------- Participations in a syndicated loan under which LifeScan Global Corp is a borrower were trading in the secondary market around 38.4 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.01 billion Term loan facility is scheduled to mature on December 31, 2026. About $885.6 million of the loan is withdrawn and outstanding. LifeScan Global Corporation is a provider of blood glucose monitoring systems for home and hospital use. MAGNOLIA SENIOR LIVING: Unsecureds to be Paid in Full in 24 Months ------------------------------------------------------------------ Magnolia Senior Living @SugarHill LLC filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Plan of Reorganization dated April 18, 2024. The Debtor is a Georgia limited liability company which owns and operates an assisted living facility in Sugar Hill, Georgia (the "Business"). The Business operates from its facility located at 422 Riverside Drive, Sugar Hill, GA 30518 (the "Riverside Drive Property"). Due to a loss of revenue in its business as a result COVID, Debtor was forced to enter into merchant cash advances to cover cash flow needs. These high interest loans made it difficult to operate. In addition, Debtor entered a loan with United Bank for the construction of the Riverside Drive Property. United Bank sold this loan to Noble Capital Management, LLC. Debtor fell behind on its payments and Noble Capital subsequently accelerated the debt and issued a Default Notice which ultimately led to the Debtor filing bankruptcy. Due to a loss of revenue in its business as a result COVID, Debtor was forced to enter into merchant cash advances to cover cash flow needs. These high interest loans made it difficult to operate. In addition, Debtor entered a loan with United Bank for the construction of the Riverside Drive Property. United Bank sold this loan to Noble Capital Management, LLC. Debtor fell behind on its payments and Noble Capital subsequently accelerated the debt and issued a Default Notice which ultimately led to the Debtor filing bankruptcy. The Debtor filed bankruptcy on March 18, 2024 to reorganize its financial affairs without the threat of foreclosure by Noble Capital. As of the time of filing this Plan, Debtor is continuing to operate as a debtor-in-possession. This Plan deals with all property of Debtor and provides for treatment of all Claims against Debtor and its property. Class 13 consists of the Unsecured Claim of Magnolia Senior Living @Hiawassee LLC ("Hiawassee"). Debtor scheduled Hiawassee as holding an unsecured claim consisting of a loan, in an amount to be reconciled, to Debtor (the "Class 13 Unsecured Claim"). Debtor will pay the Class 13 Unsecured Claim in full over 24 months after the Effective Date. The Holder of the Class 13 claim is Impaired and is entitled to vote to accept or reject the Plan. Class 14 consists of the Unsecured Claim of Magnolia Senior Living @Dawsonville LLC ("Dawsonville"). Debtor scheduled Dawsonville as holding an unsecured claim consisting of a loan, in an amount to be reconciled, to Debtor (the "Class 14 Unsecured Claim"). Debtor will pay the Class 14 Unsecured Claim in full by the second anniversary of the Effective Date. The Holder of the Class 14 claim is Impaired and is entitled to vote to accept or reject the Plan. Class 15 consists of the Unsecured Claim of Magnolia Senior Living LLC ("MSL"). Debtor scheduled MSL as holding an unsecured claim consisting of a loan, in an amount to be reconciled, to Debtor (the "Class 15 Unsecured Claim"). Debtor will pay the Class 15 Unsecured Claim in full by the second anniversary of the Effective Date. The Holder of the Class 15 claim is Impaired and is entitled to vote to accept or reject the Plan. Class 16 consists of general unsecured claims. Debtor is not aware of any potential Holders of Class 16 General Unsecured Claims other than the unsecured claim of the Internal Revenue Service which Debtor disputes. In the event there are Allowed Holders of Class 16 General Unsecured Claims, Debtor shall pay such Allowed Class 16 General Unsecured Claims in full on the Effective Date. The Holders of Class 16 claims are Unimpaired and are not entitled to vote to accept or reject the Plan. Class 17 consists of the Interest Claims. Upon entry of the Confirmation Order, pre-petition membership interests will be canceled. New membership interests in the Reorganized Debtor shall be issued ("Post-Petition Membership Interests") to (i) 51.52% to Magnolia Senior Living, LLC, (ii) 5% to BNL Logistics, LLC, and (iii) 43.48% to Senior Living Funding II, LLC for a cash infusion from Senior Living Funding II, LLC in the amount of $5,000,000.00. Such payment will be used to the required payments under the Plan. The source of funds for the payments pursuant to the Plan is the operations of the Debtor and the New Capital Contribution. A full-text copy of the Plan of Reorganization dated April 18, 2024 is available at https://urlcurt.com/u?l=dnz6xL from PacerMonitor.com at no charge. Attorney for the Debtor: Cameron M. McCord, Esq. Jones & Walden LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Phone: (404) 564-9300 Email: cmccord@joneswalden.com About Magnolia Senior Living @SugarHill Magnolia Senior Living @SugarHill, LLC is a Georgia limited liability company which owns and operates an assisted living facility in Sugar Hill, Georgia. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-52814) on March 18, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Zhicong Chen, authorized agent, signed the petition. Cameron M. McCord, Esq., at Jones & Walden, LLC represents the Debtor as legal counsel. MIDWEST PHYSICIAN: $730MM Bank Debt Trades at 16% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Midwest Physician Administrative Services LLC is a borrower were trading in the secondary market around 83.6 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $730 million Term loan facility is scheduled to mature on March 13, 2028. The amount is fully drawn and outstanding. Midwest Physician Administrative Services, LLC (MPAS) -- https://midwestphysicianservices.com/ -- operates as a management services organization. The Company offers quality improvement, case, utilization management, credentialing, provider relations, technology support, analytics, and revenue cycle management services. MIG EAST: Unsecured Creditors to Get 100 Cents on Dollar in Plan ---------------------------------------------------------------- MIG East, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a Plan of Reorganization dated April 18, 2024. The Debtor was formed by Paul Jenkins, Sr. in April 2000. The Debtor's jobs, or contracts, started with relatively short-term, non-development projects. However, over time, in taking on more and more sophisticated, short-term projects, Debtor grew. Post-petition, Debtor has remained profitable. Though, March, there were dues which needed to be paid to maintain the minority contracting status of the Debtor, which, ultimately, benefits the Debtor. The income from the joint venture between MIG and Roncelli (the "JV") will start Q3 of 2024, currently there is an advance from the JV being paid down. There is a payable outstanding from a job which completed during this matter. Such receivable which should be paid to Debtor shortly. Debtor is also expecting to begin liquidating receivables shortly, which will increase short-term liquidity for the Debtor until the JV begins paying out again. In the long-term, the financials support the overall viability of the Debtor and its ability to reorganize. This plan of reorganization proposes to pay its creditors from both operational income from its various joint ventures and liquidation of receivables and other litigation claims. All non-priority unsecured claims will be paid approximately one hundred cents on the dollar. Class 2 consists of Allowed Unsecured Claims. Allowed Unsecured Claim Class is a class treating similarly situated subcontractors of the Dreamtroit Project and other similarly situation unsecured creditors. Unless such Holder agrees to a different treatment of such Claim, each Holder of an Allowed claim in this class, in full satisfaction of such Allowed Claim, shall receive, beginning on or as soon as reasonably practicable after the Effective Date, pro rated for 60 months, a prorated portion of the monthly payment of $61,056. It is estimated that all claims in this class, and thus, the plan, will be an Allowed amount of $3,663,394.66. This number is the best estimate, when accounting for the removal of Dreamtroit from the claims register, and duplicated claims from the claims register. The reorganized debtor shall fund this plan from liquidation of the Accounts Receivable, and via contribution of income by operation of joint venture. The Debtor shall retain all assets of the bankruptcy estate, and such assets shall vest with the Reorganized Debtor, or as otherwise set out in the Plan regarding claims and/or Adversary Proceedings. A full-text copy of the Plan of Reorganization dated April 18, 2024 is available at https://urlcurt.com/u?l=KZwwoM from PacerMonitor.com at no charge. Attorney for the Debtor: Alexander J. Berry-Santoro, Esq. MAXWELL DUNN, PLC 220 S. Main St., Ste. 213 Royal Oak, MI 48067 Tel: (248) 246-1166 Email: aberrysantoro@maxwelldunnlaw.com About MIG East, LLC MIG East is a general contractor based in Detroit, Michigan. MIG East, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-51096) on Dec. 19, 2023. The petition was signed by Mr. Paul Jenkins, Jr. as authorized member. At the time of filing, the Debtor estimated $5,442,581 in assets and $6,281,100 in liabilities. Judge Mark A. Randon oversees the case. Alexander Joseph Berry-Santoro, Esq. at Maxwell Dunn, PLC represents the Debtor as counsel. MLN US HOLDCO: $576MM Bank Debt Trades at 80% Discount ------------------------------------------------------ Participations in a syndicated loan under which MLN US Holdco LLC is a borrower were trading in the secondary market around 20 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $576 million Term loan facility is scheduled to mature on October 18, 2027. The amount is fully drawn and outstanding. MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada, provides phone systems, collaboration applications (voice, video calling, audio and web conferencing, instant messaging etc.) and contact center solutions through on-site and cloud offerings. The Company's customer focus is on small and medium sized businesses. Mitel is majority-owned by private equity firm Searchlight Capital Partners. MORGUARD CORPORATION: DBRS Confirms BB(high) Issuer Rating ---------------------------------------------------------- DBRS Limited confirmed the Issuer Rating and Senior Unsecured Debentures rating of Morguard Corporation (Morguard or the Company) at BB (high) with Stable trends. In addition, Morningstar DBRS revised the recovery rating of the Senior Unsecured Debentures to RR3 from RR4. KEY CREDIT RATING CONSIDERATIONS The rating confirmations reflect Morningstar DBRS' upward assessment of Morguard's asset quality reflecting solidifying fundamentals in its retail segment, the growing exposure to strong multi-residential markets in the U.S. and Canada, and the recent strategic divestment of majority of its legacy hotel portfolio. However, this is offset by expectations of modest deterioration in the EBITDA-interest coverage in the near to medium term resulting from the persistent high-interest-rate environment. Morningstar DBRS views the Company's sale of hotels positively in terms of asset quality as it allows for better focus on core segments with stronger growth prospects. While the Company's year-over-year (YOY) leverage has improved to 9.6 times (x) as at December 31, 2023 from 10.9x, as a result of strong operating performance in the residential and hotel segments, the EBITDA-interest coverage (2.13x as at December 31, 2023) remains under pressure because of mortgage refinancing at higher interest rates and the Company's modest exposure to variable rate debt. Morningstar DBRS continues to attribute rating benefit to Morguard's holdings in Morguard Real Estate Investment Trust (MRT) and Morguard North American Residential REIT (MRG; together with MRT, the REITs). Morningstar DBRS continues to believe that ownership in the REITs, forming core long-term investment holdings of Morguard, provides the Company with reliable quarterly cash distributions that it can use for debt service, thus warranting a modest rating uplift. CREDIT RATING DRIVERS Morningstar DBRS would consider a positive rating action if Morguard's total debt-to-EBITDA were to improve below 9.2x and EBITDA-interest coverage improved above 1.83x on a sustained basis, all else equal. Conversely, Morningstar DBRS would consider taking a negative rating action if Morguard's total debt-to-EBITDA were to deteriorate above 11.0x and EBITDA interest coverage were to deteriorate below 1.66x on a sustained basis, all else equal, or if Morningstar DBRS were to reassess the rating uplift provided by distributions received from the REITs. Morningstar DBRS believes that Morguard has additional flexibility in the current rating category from the upward revision in its business risk assessment factors. FINANCIAL OUTLOOK Morningstar DBRS expects Morguard's EBITDA-interest coverage to deteriorate below 2.0x and fluctuate in the mid-1.9x range in the near to medium term partially because of a loss of net operating income (NOI) from recent dispositions such as the sale of its hotel portfolio and 181 Queen Street, and as it continues to refinance its upcoming mortgage maturities at elevated rates. Morningstar DBRS expects the Company's leverage to modestly improve to low 9.0x by YE2024 largely because of the repayment of debt following these dispositions. However, leverage is expected to modestly increase in the mid-9x range in the medium term as a result of Morguard's partially debt funded development initiatives. CREDIT RATING RATIONALE The credit rating confirmation is supported by Morguard's (1) well-diversified, albeit reduced, stable and recurrent income-producing portfolio through economic cycles; (2) strong asset type and tenant diversification; and (3) key investment holdings in publicly listed REITs like MRT and MRG. The rating is constrained by the Company's (1) weakening interest coverage amid a high-interest-rate environment; (2) high proportion of secured debt; (3) lack of scale in any markets that it operates; and (4) the smaller portfolio size on both EBITDA and square footage bases relative to higher-rated real estate entities in Morningstar DBRS' coverage universe. Morningstar DBRS has revised the recovery rating on Morguard's Senior Unsecured Debentures to RR3 from RR4 because of its improved assessment of a potential recovery in a default scenario. However, the Senior Unsecured Debentures rating remains unchanged despite this upward revision in the instrument's recovery rating. Notes: All figures are in Canadian dollars unless otherwise noted. MR. TORTILLA: Committee Taps Genesis Credit as Financial Advisor ---------------------------------------------------------------- The official committee of unsecured creditors of Mr. Tortilla, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to retain Genesis Credit Partners LLC as financial advisor and investment banker. The firm's services include: (a) familiarizing the Committee and its counsel with and analyzing the Debtor's budget, assets and liabilities, and overall financial condition; (b) reviewing financial and operational information furnished by the Debtor; (c) facilitating or assisting in monitoring any sale or capital raise process, review bidding procedures, stalking horse bids, asset purchase agreements, interfacing with the Debtor's professionals, and advising the Committee regarding the process; (d) scrutinizing the economic terms of various agreements; (e) analyzing the Debtor's proposed business plans and developing alternative scenarios, if necessary; (f) assessing the Debtor's various pleadings and proposed treatment of creditors' claims therefrom; (g) preparing, or reviewing as applicable, avoidance action and claim analyses; (h) reviewing the Debtor's financial reports, including, but not limited to, statements of financial affairs, schedules of assets and liabilities, budgets, forecasts and monthly operating reports; (i) participating in in-person and telephonic meetings of the Committee and subcommittees formed thereby; (j) assisting the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; and (k) performing such other services as may be required and are 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. The firm will be paid at these hourly rates: Edward Kim or Jorge Gonzalez (Partner) $950 Andre Artidiello or Eric Mendez (Director) $650 Ivan Radi (Vice-President) $550 Vinai Sewaliah (Analyst) $300 Genesis shall bill these fees as investment banker to the Committee: Up to $1,000,000 5.00% Up to $1,500,000 4.75% Up to $2,000,000 4.50% Up to $2,500,000 4.25% Up to $3,000,000 4.00% Up to $3,500,000 3.75% Up to $4,000,000 3.50% Up to $4,500,000 3.25% Up to or more $5,000,000 3.00% GCP will charge no monthly fees for any investment banking services. Further, in the event that an asset sale, joint venture or other form of business combination or disposition is consummated with any party: a cash success fee as indicated above shall be due and payable to GCP, provided that (i) total consideration will include the assumption of liabilities and the value of cures paid and (ii) a minimum cash success fee of $50,000 will be due and payable to GCP provided that a minimum of $100,000 of proceeds become available to the estate as a result of the sale, joint venture or other business combination/disposition transaction. In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. Edward Kim, a partner at Genesis Credit Partners, 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: Edward Kim, Esq. Genesis Credit Partners LLC 701 Brickell Avenue, Suite 1480 Miami, FL 33131 About Mr. Tortilla Mr. Tortilla, Inc. operates bakeries and tortilla manufacturing business in San Fernando, Calif. The Debtor filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 24-10228) on February 14, 2024, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Anthony Alcazar, president, signed the petition. Judge Victoria S. Kaufman oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, is the Debtor's bankruptcy counsel. NEW CENTURY: Unsecureds Will Get 100% of Claims After Plan Sale --------------------------------------------------------------- New Century Development, LLC filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Plan of Reorganization dated April 18, 2024. The Debtor is a Tennessee limited liability company that was formed on July 10, 2020. The Company is owned by John Gill (50%) and Clint Gill (50%). The Company owns two real estate projects in Antioch, Tennessee. The first project consists of 32 construction-ready residential lots ("Project 1"), and the second project consists of 36 unfinished lots that have little to no site work done and are not yet zoned ("Project 2" and, collectively with Project 1, the "Real Estate"). With Phase 1 complete, the only remaining item was the recording of the plat. The required bond of nearly $1 million was double what had been anticipated. Given the COVID problems, cost overruns, and significant delays, the Debtor was unable to obtain the letter of credit necessary for the bond. At that point, the Debtor pursued a transaction with D.R. Horton to purchase Phase 1 on an "as-is" basis with the goal of getting the project closed and creditors paid. FNB's loan had already matured and the bank lost patience as the transaction dragged on. FNB holds a properly perfected, first-priority deed of trust secured by the Real Estate. The amount due as of the Petition Date is approximately $2,196,575.40. On or about February 16, 2024, FNB filed a complaint (the "FNB Complaint") in the Chancery Court for Davidson County, Tennessee against the Debtor, its principals, and affiliate New Century Excavation, LLC, as guarantors, seeking (i) a judgment for the amounts owed and (ii) appointment of a receiver. The FNB Complaint also sought declaratory judgment against additional defendants D.R. Horton, Inc., Maine Drilling and Blasting, Inc., Crown Paving, Inc., and Vulcan Materials Company and its subsidiary Vulcan Construction Materials, LLC. Prior to the Chapter 11 filing, the Debtor was working to sell Project 1 to D.R. Horton, Inc. for a purchase price of $3,356,000. It was unclear whether the sale (i) would be sufficient to satisfy all valid liens and claims, and (ii) could close before a receiver was appointed. Debtor's management decided that filing for Chapter 11 protection on March 5, 2024 was the best way to maintain control of the Real Estate and ensure full payment of all valid Claims. Class 5 consists of Unsecured Claims. Each Holder of an Allowed Class 5 Claim shall be paid in full at the Closing. This Class will receive a distribution of 100% of their allowed claims. The Plan leaves unaltered the legal, equitable, and contractual rights of Holders of Interests in the Debtor. The Plan leaves unaltered the legal, equitable, and contractual rights of Holders of Interests in the Debtor. A full-text copy of the Plan of Reorganization dated April 18, 2024 is available at https://urlcurt.com/u?l=EW2r6f from PacerMonitor.com at no charge. Counsel for the Debtor: Robert J. Gonzales, Esq. Nancy B. King, Esq. EMERGELAW, PLLC 4235 Hillsboro Pike, Suite 350 Nashville, TN 37215 Tel: (615) 815-1535 Email: robert@emerge.law nancy@emerge.law About New Century Development, LLC New Century Development, LLC is a Tennessee limited liability company that was formed on July 10, 2020. The Debtor 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. NIC ACQUISITION: $1.03BB Bank Debt Trades at 15% Discount --------------------------------------------------------- Participations in a syndicated loan under which NIC Acquisition Corp is a borrower were trading in the secondary market around 84.9 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.03 billion Term loan facility is scheduled to mature on December 29, 2027. The amount is fully drawn and outstanding. NIC Acquisition Corp., d/b/a Innovative Chemical Products Group, based in Andover, Mass., is a formulator of specialty coatings, adhesives, sealants, and elastomers serving the industrial and construction markets. ICP operates in two business segments -- ICP Building Solutions Group and ICP Industrial Solutions Group. NORTHERN OIL: S&P Upgrades ICR to 'B+', Outlook Stable ------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Minnesota-based oil and gas exploration and production (E&P) company Northern Oil and Gas Inc. to 'B+' from 'B'. S&P said, "Additionally, we affirmed our 'B+' issue-level rating and revised the recovery rating to '4' from '2'. The '4' recovery rating indicates our expectation of average (30%-50%; rounded estimate: 45%) recovery of principal to creditors in the event of a payment default. "The stable outlook reflects our view that Northern's credit metrics will remain appropriate over the next two years, including S&P Global Ratings-adjusted funds from operations (FFO) to debt of above 60%, while generating significant positive discretionary cash flow (DCF), and maintaining adequate liquidity." Northern Oil and Gas Inc. has completed over $2 billion in acquisitions since the beginning of 2022, improving its scale of operations while maintaining appropriate credit metrics. S&P saidm "Our upgrade reflects the company's improved scale and continued supportive credit measures. The company has significantly grown its scale and diversified its business over the past two years through acquisitions. Since the beginning of 2022, the company has completed over $2 billion of acquisitions, which increased its total daily production to about 119,000 barrels of oil equivalent per day (boe/d) in the quarter ended March 31, 2024 (about 59% oil and 41% natural gas and natural gas liquids (NGLs)) from around 76,000 boe/d in 2022. In addition to increased production, the company expanded its footprint in the Permian Basin. The Permian is now the largest basin by production, accounting for around 45% of Northern's total volumes as of March 31, 2024 following its Northern Delaware acquisition, which closed in the first quarter of 2024. About 40% of Northern's production is from the Williston Basin, with the remainder from Appalachia. In addition, Northern's total 2023 proved reserves were about 340 million boe, which represents a 3% increase relative to 2022. The improved scale places Northern more in line with its 'B+' rated peers. "We expect credit metrics to remain appropriate for the rating. Based on our current crude oil and natural gas price deck assumptions, we forecast Northern's FFO to debt will exceed 60% while its debt to EBITDA remains below 1.5x over the next 12-24 months. Additionally, we expect Northern will generate positive DCF in 2024 and 2025. We note that the company has a long-term goal of maintaining leverage at or near 1.0x." The company's non-operated business model provides diversification benefits while limiting its control over development. Northern only holds non-operator interests in its production, which limits its ability to control the allocation and timing of its development capital spending. While the goals of operators and non-operators are typically aligned, the operator will ultimately determine the development plan. While this risk is heightened in a low commodity price environment, it is partially offset by the cost savings associated with this model, through lower overhead expenses, as well as the additional diversity provided by its participation in a greater number of wells, in different areas and with different operators. In a few of its recent acquisitions, Northern has entered into joint operating agreements, which S&P views more favorably as they allow the company to have more involvement in the development planning process. S&P said, "We expect the company to maintain adequate liquidity, but acquisition risk remains. As of March 31, 2024, the company had around $1.2 billion available under its $1.5 billion reserve-based lending (RBL) facility. However, given the company's acquisitive track record and our expectation it will continue making acquisitions, we believe the company will draw on its RBL facility to fund potential deals. We note that the company completed two public equity offerings, totaling around $515 million in 2023. While we view this favorably, the risk of making leveraging acquisitions still exists. "The stable outlook reflects our view that Northern's credit metrics will remain appropriate over the next two years, including S&P Global Ratings-adjusted funds from operations (FFO) to debt of above 60%, while it generates significant positive DCF, and maintains adequate liquidity. Furthermore, we expect the company to use its excess cash flows for debt reduction, shareholder returns, and acquisitions, which we anticipate Northern will fund in a prudently balanced manner. "We could lower the rating if Northern's credit ratios weaken such that FFO to debt declines below 45% on a sustained basis, which would most likely occur if it undertakes a sizable debt-financed acquisition without adding to near-term cash flows, or substantially increases its shareholder rewards. "We could raise our rating on Northern if it increases production and proved developed reserves to be more in line with higher-rated peers to offset the risks associated with its non-operated business model. We also expect the company to maintain a disciplined financial policy and FFO to debt comfortably above 45% as well as adequate liquidity. "Environmental factors are a negative consideration in our rating analysis on Northern Oil and Gas Inc. because the E&P industry is contending with the accelerating energy transition and 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. Given its non-operator status, Northern has less control over its internal emissions selections but looks for operators that have high standards for environmental and safety procedures. The company is committed to achieve a 75% reduction in Scope 1 and Scope 2 net emissions by 2025 from the 2022 baseline year. Additionally, in 2023, a portion of the annual compensation for several members of Northern's executive team was linked to qualitative goals including an ESG-linked goal. "We assess Northern's overall management and governance framework as moderately negative reflecting the company's growth strategy through acquisitions, which requires substantial financial flexibility." NORTHWEST FIBER: S&P Withdraws 'B-' Issuer Credit Rating -------------------------------------------------------- S&P Global Ratings withdrew all of its ratings on Northwest Fiber LLC (doing business as Ziply), including its 'B-' issuer credit rating, at the issuer's request. NOSRAT LLC: Files Amendment to Disclosure Statement --------------------------------------------------- Nosrat LLC submitted Second Amended Disclosure Statement describing Plan of Reorganization dated April 22, 2024. The Debtor owns the real property at 343-349 Nostrand Avenue and 415- 419 Gates Avenue, Brooklyn, New York, (the "Property"). The Property was appraised at $29,800,000 by the Debtor's appraiser and $18,960,000 by the Mortgagee's appraiser. Valuation will be a Plan confirmation issue. The Property is encumbered by a mortgage in the amount of about $11,767,545 in favor of First National Bank of Long Island (the "Lender" or the "Mortgagee"). The mortgage obligation is current. Class 1 consists of the Claim of NYC Tax and Water Liens. Claims asserted in the amount of $43,725 on account of disputed New York City Water charges. Payment in full in Cash of Allowed Amount on the Effective Date, plus interest at the applicable statutory rate as it accrues from the Petition Date through the date of payment. Class 2 consists of First National Bank of Long Island Claim. Claims asserted in the amount of $11,767,545 as of the Petition Date. On the Effective Date, pursuant to section 1124(2) of the Bankruptcy Code, the Debtor shall cure pre-Petition Date and post Petition Date monetary and non-monetary defaults, if any, and then comply with its obligations under the applicable loan documents through maturity. Class 3 consists of Caver Judgment Lien Claim. Claim totals approximately $9,648,292 as of the Petition Date, with interest accruing at 9% per year on an $8,000,000 judgment. Payment in full in Cash of the Allowed Amount, plus interest at the applicable statutory rate as it accrues from the Petition Date through the date of payment. Payment shall be made upon final determination of the Appeal from cash on hand, and to the extent necessary, the proceeds of the sale or refinance of the Debtor's Property. The Debtor will continue to pay debt service, and shall not encumber the Property with additional Liens pending payment. The Amended Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 5 consists of General Unsecured Claims. Scheduled Claims total approximately $924,269, representing various general unsecured vendor and loan claims. Payment in full in Cash of Allowed Amount on the Effective Date, plus interest at the Legal Rate as it accrues from the Petition Date through the date of payment. * Class 6 consists of Interests Holders. Interest Holders shall be entitled to retain their Interests under the Plan. Effective Date payments under the Plan will be paid from cash on hand, capital to be contributed by the Interest Holders, if necessary, refinancing the Property if necessary and or a sale of the Property if necessary. The Bankruptcy Court has entered an Order fixing July 17, 2024, at 11:30 a.m., at the United States Bankruptcy Court, Eastern District of New York, Alfonse M. D'Amato U.S. Courthouse, 290 Federal Plaza, Central Islip, New York 11722, as the date, time and place for the hearing on confirmation of the Plan. A full-text copy of the Second Amended Disclosure Statement dated April 22, 2024 is available at https://urlcurt.com/u?l=LkLkh3 from PacerMonitor.com at no charge. Attorneys for the Debtor: Mark A. Frankel, Esq. BACKENROTH FRANKEL & KRINSKY, LLP 488 Madison Avenue New York, NY 10022 Telephone: (212) 593-1100 Facsimile: (212) 644-0544 About Nosrat LLC Nosrat, LLC is a single asset real estate as defined in 11 U.S.C. Section 101(51B). It owns the real property at 343-349 Nostrand Ave. and 415-419 Gates Ave., Brooklyn, N.Y. The property is a mixed-use eight-building apartment complex with five stores and 54 apartments on the northeast corner of Nostrand Avenue and Gates Avenue in Bedford Stuyvesant. Nosrat filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-70776) on March 7, 2023. In the petition filed by Enrique Ventura, controller, the Debtor reported total assets of $25,002,000 and total liabilities of $20,923,965. Judge Alan S. Trust oversees the case. The Debtor tapped Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP as legal counsel and Isaac Goldstein CPA as accountant. OFFICE PROPERTIES: S&P Cuts ICR to 'CC' on Debt Exchange Offer -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Office Properties Income Trust (OPI) to 'CC' from 'CCC' and its issue-level ratings on its senior unsecured notes due 2025, 2026, 2027 and 2031, which are part of the proposed exchange, to 'CC' from 'CCC'. S&P said, "At the same time, we affirmed our 'CCC' issue-level rating on the company's senior unsecured notes due 2050, which are not part of the proposed exchange, and our 'B-' issue-level rating on its existing secured notes due 2029. Our '3' recovery rating on all the unsecured notes and '1' recovery rating on the secured notes are unchanged. "The negative outlook reflects that we will lower our issuer credit rating on OPI to 'SD' (selective default) upon the completion of the distressed exchange." OPI has announced that it is actively negotiating with its existing debtholders to exchange four series of its currently outstanding senior unsecured notes (worth $1.7 billion at face value) for up to $610 million of new senior secured notes and related guarantees, with priority given to the 2025 noteholders ($650 million outstanding). The exchange would result in debtholders receiving below the par value of the existing notes. S&P said, "We view the proposed transaction as a distressed exchange and tantamount to a default. OPI announced that it is offering the holders of its unsecured notes due 2025, 2026, 2027, and 2031 the option to exchange their outstanding notes at below par for up to $610 million (in aggregate) of 9.000% senior secured notes due 2029, with priority given to the 2025 noteholders. Under the proposed terms, the new notes will be secured by first-priority liens on 19 properties with an adjusted total asset value of $722 million and second-priority liens on 19 additional properties that secure OPI's credit facility with an adjusted total asset value of approximately $1 billion. While this proposed exchange could reduce the company's leverage, if completed, we would view it as a technical default because lenders would likely receive far less than they were originally promised. OPI expects to close the transaction by the end of May. "The company's existing senior unsecured notes due 2050 and senior secured notes due 2029 are not part of the exchange offer, thus our ratings on these issues are unaffected by the proposed transaction. OPI's current debt obligations include $290 million outstanding on its secured credit facility due January 2027 (including the $100 million term loan and $190 million drawn on the revolver), $477.3 million of secured fixed-rate debt, and $1.862 billion of unsecured notes, of which $1.7 billion would be included in the contemplated exchange. "The negative outlook indicates that we will likely lower our issuer credit rating on OPI to 'SD' and our issue-level ratings on the affected senior unsecured notes to 'D' upon the completion of the exchange offer." OPTINOSE INC: Announces Preliminary Q1 XHANCE Net Revenue of $14.9M ------------------------------------------------------------------- Optinose announced corporate updates detailing its commercial plans and expectations for XHANCE (fluticasone propionate) following the recent FDA approval of a new indication for the treatment of chronic rhinosinusitis without nasal polyps in patients 18 year of age and older. In addition, the Company announced preliminary XHANCE net product revenue of $14.9 million for the three months ended March 31, 2024, representing growth of approximately 26% over the first quarter of 2023. "The recent FDA approval of XHANCE as the first and only approved drug treatment for chronic sinusitis (CS) is a landmark achievement," said Ramy Mahmoud, MD, MPH, CEO of Optinose. "Because we plan to leverage our current commercial infrastructure, including 75 sales territories, we expect to need limited incremental spend to effectively reach the estimated 3 million patients with chronic sinusitis who are cared for by ENT and Allergy specialists. To prepare for an effective launch, we have recently optimized our sales alignment towards a chronic sinusitis call target universe and partnered with a specialty pharmacy hub to improve patient and physician office experience and increase prescription fill and reimbursement rates. Based on our market analysis, we believe that our base planned efforts focused on a specialty prescriber audience can grow XHANCE peak year net revenues to more than $300 million and allow Optinose to produce positive income from operations (GAAP) for full year 2025. With incremental investments in the future, we believe the market opportunity could be expanded to over 30 million patients through outreach to the 7 million patients being treated by primary care physicians and by direct-to-consumer activation of the 20 million patients who report suffering from chronic sinusitis symptoms," he concluded. Financial Outlook: XHANCE Net Revenue The Company expects peak XHANCE net revenues to exceed $300 million based on its current promotional focus on a specialty audience of mostly ENT and Allergy specialists. Income from Operations The Company expects to produce positive income from operations (GAAP) for full year 2025. About Optinose Headquartered in Yardley, Pennsylvania, Optinose -- www.optinose.com -- is a global specialty pharmaceutical company focused on serving the needs of patients cared for by ear, nose and throat (ENT) and allergy specialists. Philadelphia, Pennsylvania-based Ernst & Young LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 7, 2024, citing that the Company has incurred recurring losses from operations, has a working capital deficiency and expects to not be in compliance with certain debt covenants, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. PARK HOTEL: S&P Rates Subsidiary New Senior Unsecured Notes 'BB' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '2' recovery rating to the proposed $450 million senior unsecured notes due in 2030 issued by Park Intermediate Holdings LLC, PK Domestic Property LLC, and PK Finance Co-Issuer Inc., co-borrower subsidiaries of guarantor parent Park Hotels & Resorts Inc. The '2' recovery rating indicates S&P's expectation for meaningful (70%-90%; rounded estimate: 85%) recovery for lenders in the event of a default. Park intends to use the proceeds, in combination with proceeds from an anticipated $250 million unsecured term loans, to refinance its $650 million outstanding senior unsecured notes due in 2025. S&P said, "We continue to assume Park's S&P Global Ratings-adjusted net debt to EBITDA will remain in the 5x-5.5x range through fiscal 2025, which would likely represent an adequate cushion compared to our 5.5x downgrade threshold on the company. Park reported 7.6% first-quarter room revenue per available room (RevPAR) growth across its comparable portfolio, driven by continued recovery of group and business travel as well as RevPAR gains at its recently renovated hotels in Key West, Fla., and Bonnet Creek in Orlando, Fla. Furthermore, we continue to expect mid-single-digit percent RevPAR growth and approximately 30 basis points of EBITDA margin expansion in fiscal 2024." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's 'BB' issue-level rating and '2' recovery rating on Park's unsecured debt indicate its expectation of substantial (70%-90%; rounded estimate: 85%) recovery for lenders in the event of a default. -- S&P previously viewed these existing debt obligations as secured. Following an amendment to its credit agreement dated Dec. 1, 2022, which released the collateral comprising equity pledges from entities owning eight assets, the debt is unsecured. -- Pro forma for the transaction, Park's senior unsecured debt comprises a $950 million revolver (not rated) and $250 million term loan (not rated), $725 million of senior notes due in 2028, $750 million of senior notes due in 2029, and $450 million of senior notes due in 2030. S&P views these debt obligations as pari passu. While Park's revolver, and senior notes are guaranteed by Park Hotels & Resorts Inc. and certain subsidiaries, the guarantees may be released as the company's leverage covenant measure was below 6.5x for two consecutive fiscal quarters at the end of September 2023. However, the credit agreement contains a springing feature whereby the guarantees, if released, would be restored if Park's leverage is above 6.5x for two consecutive quarters. The springing feature will also apply to the proposed term loan and unsecured notes. -- S&P assumes the value of the entities providing the guarantees, primarily unencumbered hotels in Park's portfolio and the pro rata share of the residual value (if any) from encumbered hotels after accounting for subsidiary-level mortgage debt, would benefit lenders of the revolver and senior notes in a default. -- In addition to total leverage and fixed-charge covenants, Park must also comply with a covenant requiring unencumbered net operating income (NOI) to unsecured interest expense to be no less than 1.75x for any quarter. -- Other financial covenants include maximum secured debt to total asset value of 45% and a maximum unencumbered debt to unencumbered asset value of 60% for any quarter. -- The senior notes' indentures contain a covenant requiring total unencumbered asset value coverage of total unsecured debt to be at least 150%. -- Negative incurrence covenants include restrictions on additional debt other than the credit facilities, senior notes, and nonrecourse debt on excluded subsidiaries, subject to certain terms and conditions. Also, negative covenants restrict Park's ability to grant liens on certain properties, conduct certain asset sales and mergers, and pay certain dividends and distributions. -- S&P views the financial and incurrence covenants as proof of some level of protection for senior unsecured lenders even though the collateral has been released and the guarantees may be released in the near term. Simulated default assumptions -- S&P's simulated default considers a severe economic downturn that reduces hotel demand, increased competition, external shocks that discourage travel, cyclical overbuilding in the hotel industry, and an 85% draw on the revolving credit facility at default, causing a payment default in 2028. -- S&P assumes Park would reorganize as a stand-alone going concern or that its assets could be sold in part or in whole. It uses an income capitalization valuation approach to estimate the recovery value of the company's assets. -- S&P applies 35% stress to NOI and use a 9.63% capitalization rate to arrive at the gross recovery value. -- S&P said, "We believe there would be substantial (70%-90%; rounded estimate: 85%) recovery prospects for the credit facilities and senior notes lenders, all of which we understand to be pari passu. The '2' recovery rating reflects that even with a 35% stress on NOI, there would be substantial recovery value for lenders. Most of the value comes from the unencumbered pool of assets and some residual value from certain encumbered properties after their respective nonrecourse debt is considered. In addition, we believe the maintenance financial covenants and negative pledge on assets provide lenders with protection from the loss of asset coverage." Simplified waterfall -- Gross enterprise value from unencumbered properties: $2.35 billion -- Gross enterprise value from the residual values of encumbered properties after satisfying property-level debt and mortgage claims: $429 million -- Total gross enterprise value available to senior unsecured lenders: $2.78 billion -- Net enterprise value available to senior unsecured lenders after 5% bankruptcy administrative costs: $2.65 billion -- Total unsecured debt claims (senior notes and revolving credit facilities): $3.09 billion --Recovery expectations: 70%-90% (rounded estimate: 85%) All debt amounts include six months of prepetition interest. PATHWAY VET: $1.27BB Bank Debt Trades at 17% Discount ----------------------------------------------------- Participations in a syndicated loan under which Pathway Vet Alliance LLC is a borrower were trading in the secondary market around 83.1 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.27 billion Term loan facility is scheduled to mature on March 31, 2027. The amount is fully drawn and outstanding. Headquartered in Austin, Texas Pathway Vet Alliance, LLC is a national veterinary hospital consolidator, offering a full range of medical products and services, and operating over 280 general, specialty and emergency practice locations, 88 THRIVE Affordable Vet Care locations, and the Management Services Organization, Veterinary Growth Partners, which supports over 5,500 affiliated and unaffiliated member hospitals, throughout the United Sates. PECF USS INTERMEDIATE: $2BB Bank Debt Trades at 32% Discount ------------------------------------------------------------ Participations in a syndicated loan under which PECF USS Intermediate Holding III Corp is a borrower were trading in the secondary market around 68.3 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $2 billion Term loan facility is scheduled to mature on December 15, 2028. About $1.96 billion of the loan is withdrawn and outstanding. PECF USS Intermediate Holding III Corporation is the issuing entity for a debt extended to United Site Services Inc., a provider of portable sanitation and related site services. PHYSICIAN PARTNERS: $600MM Bank Debt Trades at 28% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Physician Partners LLC is a borrower were trading in the secondary market around 71.7 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $600 million Term loan facility is scheduled to mature on December 22, 2028. The amount is fully drawn and outstanding. Physician Partners LLC (dba Better Health Group) is a value-based primary care physician group and managed service organization (MSO) network that services over 250,000 members, with over 1,000 providers and 111 owned centers. Private equity firm, Kinderhook Industries, is an investor in Better Health Midco, LLC with LTM revenue as of June 30, 2023 of approximately $1.1 billion. PRETIUM PKG: $350MM Bank Debt Trades at 40% Discount ---------------------------------------------------- Participations in a syndicated loan under which Pretium PKG Holdings Inc is a borrower were trading in the secondary market around 59.7 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $350 million Term loan facility is scheduled to mature on October 1, 2029. The amount is fully drawn and outstanding. Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic containers for variety of end markets, including food and beverage, chemicals, healthcare, wellness and personal care. Pretium PKG Holdings, Inc. is a portfolio company of Clearlake since January 2020. PROPERTY ADVOCATES: Fine-Tunes Plan Documents --------------------------------------------- The Property Advocates, P.A., submitted a Third Amended Disclosure Statement in connection with the Third Amended Plan of Reorganization dated April 22, 2024. TPA is a law firm specializing in Florida first-party property insurance issues. TPA has seven practicing attorneys and now approximately 28 total employees. TPA's primary location is 2525 Ponce De Leon Blvd., Suite 600, Coral Gables, FL 33134. As of April, 2024, the Debtor has increased its cash on hand in bank accounts to approximately $6,300,000.00 and its accounts receivable to approximately $1,600,000.00. This chapter 11 Case was filed to ensure that the Debtor can continue to operate, see its cases through, and bring final resolution to all claims against the Debtor. After filing for relief under Chapter 11, the Debtor has continued its operations in the ordinary course of business. From operations, Debtor has increased its cash reserves to over $6,300,000.00. Debtor anticipates continued revenues from its existing case load. The Debtor is operating under a final cash collateral order. This Plan proposes a reorganization of the Debtor. Post confirmation, the Debtor will continue to operate, working through its current case load and any new cases which the Debtor obtains post-confirmation. The Plan provides for treatment of all Allowed Claims. Importantly, the Plan provides for the appointment of a Litigation Agent, who will be responsible for litigating issues related to Strems and the Debtor's insiders. These recoveries, if any, will be for the benefit of the Estate. Like in the prior iteration of the Plan, all holders of Allowed Unsecured Claims shall receive on account of such Claims 100% of the amount due. Such amounts shall be payable in quarterly installments with the first payment to each holder due on the 1st day of the quarter beginning subsequent to either the later of the (a) the Effective Date, or (b) the date upon which the Claim is determined to be an Allowed Claim. Payments shall continue quarterly for 2 years and shall accrue no interest. Class X consists of Equity Interests and Subordinated Claims. This Class consists of the equity interests of Patterson and Narchet, who each individually hold 50% of the outstanding common stock of the Debtor, or 6000 shares each. This Class also consists of the subordinated claim of Strems, which is to be treated on par with holders of common stock. The Litigation Agent appointed pursuant to this Plan shall be empowered to bring claims, objections, and/or causes of action against Strems, Patterson, and Narchet in order to determine whether and/or to what extent Strems has an Allowed Claim against the Debtor and to determine what claims the Debtor has against them. Patterson and Narchet shall retain their respective holdings of the common stock of the Debtor and shall be entitled to a percentage share of any Eventual Equity Distributions, if any. All treasury or other unoutstanding shares of the Debtor, if any, shall be cancelled and extinguished. The sole shareholders in the Reorganized Debtor shall be Patterson and Narchet. Strems shall not be entitled to any common stock of the Debtor but will instead receive, in full satisfaction of any Allowed Claim, a share of any Eventual Equity Distributions. This Plan proposes a reorganization of the Debtor. Post confirmation, the Debtor will continue to operate, working through its current case load and any new cases which the Debtor obtains post-confirmation. Success under this Plan, however, does not require that the Debtor generate new cases as the Debtor's current assets and case load are sufficient for this Plan to be feasible. The Debtor currently has 936 cases in various states of litigation. As more particularly set forth in the pro forma, Debtor anticipates it will take until approximately August of 2026 to work through its existing case load (the "Projections"). Recently, Florida enacted significant amendments to Chapter 627, particularly with respect to attorney's fees for first-party insurance actions. These changes are expected to have a negative effect on law firms like the Debtor who specialize in such claims as there is, for new cases, no longer an automatic entitlement to fees. However, the Debtor's current 936 cases are almost entirely qualified under the former statute. And, importantly, feasibility of the Plan does not depend upon the generation of new cases. Debtor has enough cash on hand and projected to be earned from existing cases such that new cases will not be necessary to comply with all provisions and obligations of the Plan. In addition to generating new first-party cases, the Debtor has a strong core of experienced lawyers. These lawyers have worked together for years to create a successful partnership that effectively represented thousands of clients. The Debtor also has, on account of its current 936 cases, a long runway in which to expand its scope of business. It is no secret that the Debtor's reputation has suffered on account of the actions of Strems. Upon confirmation, however, the Debtor intends to rebrand, retool, and branch out, leaving the past behind. To that end, the Debtor's long-term goals, as set forth in the Projections, are to establish lines of revenue in general personal injury and other forms of litigation to supplement and then replace revenues from the existing case load. Recoveries for holders of Allowed Claims shall come from funds on hand and the continuing operations income of the Debtor as the Debtor works through its existing case load, and from the proceeds recovered, if any, by the Litigation Agent. To reiterate, proceeds from newly generated cases are not required for feasibility. A full-text copy of the Third Amended Disclosure Statement dated April 22, 2024 is available at https://urlcurt.com/u?l=EhQgi1 from PacerMonitor.com at no charge. Attorneys for the Debtor: Michael A. Nardella, Esq. Frank Wolff, Esq. Paul N. Mascia, Esq. NARDELLA & NARDELLA, PLLC 135 W. Central Blvd., Suite 300 Orlando, FL 32801 Tel: (407) 966-2680 E-mail: mnardella@nardellalaw.com fwolff@nardellalaw.com pmascia@nardellalaw.com klynch@nardellalaw.com About The Property Advocates The Property Advocates, P.A., is a law firm specializing in Florida first-party property insurance issues. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16797-RAM) on Aug. 25, 2023. In the petition signed by Hunter Patterson, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Robert A. Mark oversees the case. Paul N. Mascia, Esq., at Nardella & Nardella, PLLC, is the Debtor's legal counsel. QUORUM HEALTH: $732.2MM Bank Debt Trades at 30% Discount -------------------------------------------------------- Participations in a syndicated loan under which Quorum Health Corp is a borrower were trading in the secondary market around 69.7 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $732.2 million Term loan facility is scheduled to mature on April 29, 2025. About $612.8 million of the loan is withdrawn and outstanding. Quorum Health Corporation is an operator and manager of hospitals and outpatient services in non urban areas of the US. RED DOOR: Seeks to Hire Lane Law Firm PLLC as Bankruptcy Counsel ---------------------------------------------------------------- Red Door Management, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Lane Law Firm PLLC as legal counsel. The firm will provide these services: a. assist, advise and represent the Debtor relative to the administration of the Chapter 11 case; b. assist, advise and represent the Debtor in analyzing the Debtor's assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with the representatives of the secured creditors; d. assist the Debtor in the preparation, analysis, and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; e. take all necessary action to protect and preserve the interests of the Debtor; f. appear, as appropriate, before this Court, the Appellate Courts, and other Courts in which matters may be heard and to protect the interests of the Debtor before said Courts and the United States Trustee; and g. perform all other necessary legal services in these cases. The firm will be paid at these rates: Robert C. Lane $595 per hour Joshua Gordon $550 per hour Associate Attorneys $425 to $500 per hour Paraprofessionals $150 to $250 per hour The firm received a retainer in the amount of $30,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Lane, Esq., a partner at Lane Law Firm 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: Robert C. Lane, Esq. Joshua D. Gordon, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordon@lanelaw.com About Red Door Management, Inc. Red Door Management, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31750) on April 19, 2024. In the petition signed by Mark C. Brown, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as legal counsel. REMARKABLE HEALTHCARE: Seeks to Hire Gutnicki LLP as Legal Counsel ------------------------------------------------------------------ Remarkable Healthcare of Carrollton LP and affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Gutnicki LLP as its counsel. The firm's services include: a. taking all necessary action to protect and preserve the estates of the Debtors; b. providing legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business; c. preparing on behalf of the Debtors, as debtors in possession, necessary motions, applications, answers, orders, reports, and other legal papers in connection with the administration of the Debtors' estates; d. appearing in court and protecting the interests of the Debtors before this Court; e. assisting with any disposition of the Debtors' assets, by sale or otherwise; f. take all necessary or appropriate actions in connection with any plan of reorganization and related disclosure statement and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; g. reviewing all pleadings filed in the Cases; and h. performing all other legal services in connection with the Cases as may reasonably be required. The firm will be paid at these rates: Partners and counsel $575 to $875 per hour Associates $450 to $595 per hour Paraprofessionals $200 to $350 per hour The firm received a retainer in the amount of $25,000, paid by non-Debtor Marvin Rubin. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Liz Boydston, Esq., a partner at Gutnicki 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: Liz Boydston, Esq. Alexandria Rahn, Esq. Gutnicki LLP 10440 N. Central Expressway, Suite 800 Dallas, TX 75231 Tel: (465) 895-4413 Fax: (465) 895-4413 Email: lboydston@gutnicki.com arahn@gutnicki.com About Remarkable Healthcare of Carrollton, LP Remarkable Healthcare of Carrollton, LP and affiliates own and operate nursing home facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-42098) on November 2, 2023. In the petition signed by Laurie Beth McPike, CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Brenda T. Rhoades oversees the case. Mark Castillo, Esq., at Carrington, Coleman, Sloman & Blumental, LLP, represents the Debtor as legal counsel. RENO CITY CENTER: Committee Taps Porter Simon as Legal Counsel -------------------------------------------------------------- The official committee of unsecured creditors for Reno City Center Owner LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Porter Simon, PC as its counsel. The firm will render these services: a. advice the Committee regarding its powers and duties, including those provided by Bankruptcy Code Sec. 1103, formation and adoption of bylaws, participation in meetings and responses to creditor inquiries; b. investigate the Debtor's assets, liabilities, and financial condition, and entities or persons related to the Debtor that may have information regarding Debtor's assets, liabilities, financial condition, or prepetition and postpetition conduct, and provide analysis and assistance regarding Debtor's proposed administration of its case; c. review, analyze, and file necessary petitions, pleadings, schedules, reports, and otherwise take actions which may be required throughout the case, including but not limited to motions, objections, preparation and attendance at 341 hearings, court hearings, preparation of witnesses and conducting discovery, and commencing adversary proceedings under the Bankruptcy Code as deemed appropriate and necessary by the Committee; d. assist the Committee in determining the proper course of this chapter 11 case and issues that arise during the case, including but not limited to postpetition financing, asset sales, negotiation of and issues related to Debtor's plan of reorganization, conferring with other professionals employed in this case and other parties-in-interest, and distributions to creditors; and e. perform all other legal services for the Committee authorized by the Committee, in the best interest of creditor, and necessary and appropriate in the context of this case. The firm will be paid at these rates: Ethan J. Birnberg, Attorney $490/hour Rebecca Reich, Paralegal $150/hour Kathy Dwyer, Paralegal $150/hour Ethan J. Birnberg, partner of Porter Simon, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Porter Simon can be reached at: Ethan J. Birnberg, Esq. PORTER SIMON, P.C. 40200 Truckee Airport Road, #1 Truckee, CA 96161 Tel: (530) 587-2002 E-mail: birnberg@portersimon.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. RITE AID: $425MM Bank Debt Trades at 39% Discount ------------------------------------------------- Participations in a syndicated loan under which Rite Aid Corp is a borrower were trading in the secondary market around 60.8 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $425 million Term loan facility is scheduled to mature on August 20, 2026. About $398.1 million of the loan is withdrawn and outstanding. Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy. Its wholly owned subsidiaries include Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. RUNNER BUYER: $500MM Bank Debt Trades at 39% Discount ----------------------------------------------------- Participations in a syndicated loan under which Runner Buyer Inc is a borrower were trading in the secondary market around 61 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $500 million Term loan facility is scheduled to mature on October 23, 2028. About $488.8 million of the loan is withdrawn and outstanding. Runner Buyer, Inc. is an e-commerce provider of rugs and home decor products through its website rugsausa.com and e-commerce marketplaces. S&G HOSPITALITY: Plan Exclusivity Period Extended to June 30 ------------------------------------------------------------ Judge Nami Khorrami of the U.S. Bankruptcy Court for the Southern District of Ohio extended S&G Hospitality, Inc. and affiliates' exclusive periods to file their plan of reorganization, and solicit acceptances thereof to June 30 and August 29, 2024, respectively. As shared by Troubled Company Reporter, the Debtors have operated profitably and steadily generated additional cash collateral even after taking into account the adequate protection payments being made to the purported secured creditors since the Petition Date. The Debtors need authority to continue using cash collateral to remain open and progress towards the filing of a chapter 11 plan in these cases. Moreover, the Debtors submit that the proposed adequate protection package satisfies the standards. While the budget provides for net usage of cash collateral, this should be amply covered by the profits generated to date in these cases and the approximately $900,000 currently in the Debtors' bank accounts. Counsel to the Debtors: David Beck, Esq. CARPENTER LIPPS LLP 280 North High Street, Suite 1300 Columbus, OH 43215 Tel: (614) 365-4100 Fax: (614) 365-9145 E-mail: beck@carpenterlipps.com About S&G Hospitality S&G Hospitality, Inc. is part of the traveler accommodation industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-52859) on August 18, 2023. In the petition signed by Abijit Vasani, president, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. Judge Mina Nami Khorrami oversees the case. The Debtor tapped David Beck, Esq., at Carpenter Lipps LLP as legal counsel and Contemporary Business Solutions, Inc. as accountant. SANDVINE CORP: $110MM Bank Debt Trades at 88% Discount ------------------------------------------------------ Participations in a syndicated loan under which Sandvine Corp is a borrower were trading in the secondary market around 11.7 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $110 million Term loan facility is scheduled to mature on November 2, 2026. The amount is fully drawn and outstanding. Sandvine Corporation, headquartered in Waterloo, Ontario, Canada, and owned by funds affiliated with Francisco Partners, provides network and application intelligence solutions to mobile, fixed, cable, satellite and Wi-Fi service providers, and governments globally. SANDVINE CORP: $400MM Bank Debt Trades at 72% Discount ------------------------------------------------------ Participations in a syndicated loan under which Sandvine Corp is a borrower were trading in the secondary market around 28.1 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $400 million Term loan facility is scheduled to mature on November 2, 2025. The amount is fully drawn and outstanding. Sandvine Corporation, headquartered in Waterloo, Ontario, Canada, and owned by funds affiliated with Francisco Partners, provides network and application intelligence solutions to mobile, fixed, cable, satellite and Wi-Fi service providers, and governments globally. SCILEX HOLDING: Closes $15 Million Registered Direct Offering ------------------------------------------------------------- Scilex Holding Company announced the closing of its registered direct offering of an aggregate of 15,000,000 shares of its common stock, par value $0.0001 per share, and warrants to purchase up to an aggregate of 15,000,000 shares of common stock, at a purchase price of $1.00 per share of common stock and accompanying warrant to purchase one share of common stock. The warrants have an exercise price of $1.10 per share, will become exercisable on the six-month anniversary from the date of issuance and expire on the date that is five years after the date of issuance. Rodman & Renshaw LLC and StockBlock Securities LLC acted as the exclusive placement agents for the offering. The gross proceeds for the offering were $15 million, prior to deducting the placement agents' fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering, together with its existing cash and cash equivalents and short-term investments, for working capital and general corporate purposes, which may include capital expenditures, commercialization expenditures, research and development expenditures, regulatory affairs expenditures, clinical trial expenditures, acquisitions of new technologies and investments, business combinations and the repayment, refinancing, redemption or repurchase of indebtedness or capital stock. The securities described above were offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-276245), as amended, which was originally filed with the Securities and Exchange Commission on Dec. 22, 2023, and declared effective by the SEC on Jan. 11, 2024. The securities were offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement and accompanying prospectus relating to, and describing the terms of, the offering have been filed with the SEC and are available on the SEC's website at http://www.sec.gov. Electronic copies of the prospectus supplement and accompanying prospectus may also be obtained by contacting Rodman & Renshaw LLC at 600 Lexington Avenue, 32nd Floor, New York, NY 10022, by telephone at (212) 540-4414, or by email at info@rodm.com; and StockBlock Securities LLC at 600 Lexington Avenue, 32nd Floor, New York, NY 10022, by telephone at (212) 540-4440, or by email at info@stockblock.com. About Scilex Holding Company Scilex Holding Company is an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain. Scilex targets indications with high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and are dedicated to advancing and improving patient outcomes. Scilex's commercial products include: (i) ZTlido (lidocaine topical system) 1.8%, a prescription lidocaine topical product approved by the U.S. Food and Drug Administration for the relief of neuropathic pain associated with postherpetic neuralgia, which is a form of post-shingles nerve pain; (ii) ELYXYB, a potential first-line treatment and the only FDA-approved, ready-to-use oral solution for the acute treatment of migraine, with or without aura, in adults; and (iii) Gloperba, the first and only liquid oral version of the anti-gout medicine colchicine indicated for the prophylaxis of painful gout flares in adults, expected to launch in the first half of 2024. San Diego, California-based Ernst & Young LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 11, 2024, citing that the Company has negative working capital, has suffered losses from operations, has recurring negative cash flows from operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. SCORPIUS HOLDINGS: BDO USA Raises Going Concern Doubt ----------------------------------------------------- Scorpius Holdings, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2023, that its auditor expressed substantial doubt about the Company's ability to continue as a going concern. Raleigh, North Carolina-based BDO USA, P.C., the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 26, 2024, citing that the Company has suffered recurring losses from operations and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditor said. The Company has an accumulated deficit of $254.4 million as of December 31, 2023, and a net loss of approximately $46.8 million for the year, compared to a net loss of $43.9 million for 2022, and has not generated significant revenue or positive cash flows from operations. The Company expects to incur significant expenses and continued losses from operations for the foreseeable future. The Company expects significant expenses in connection with its ongoing activities, particularly as the Company ramps up operations in its in-house bioanalytic, process development and manufacturing facility in San Antonio, Texas. In addition, any new business ventures that the Company may engage in are likely to require commitments of capital. Accordingly, the Company will need to obtain substantial additional funding in connection with its planned operations. Adequate additional financing may not be available to the Company on acceptable terms, or at all. If the Company is unable to raise capital when needed or on attractive terms, it will be forced to delay, reduce or eliminate its research and development programs, any future commercialization efforts or the manufacturing services it plans to provide. To meet its capital needs, the Company intends to continue to consider multiple alternatives, including, but not limited to, additional equity financings such as sales of its common stock under at-the-market offerings, debt financings, equipment sale leasebacks, partnerships, grants, funding collaborations and other funding transactions, if any are available. As of December 31, 2023, the Company had approximately $2.4 million in cash and cash equivalents and short-term investments. The Company will need to generate significant revenues to achieve profitability, and it may never do so. A full-text copy of the Company's Form 10-K is available at https://tinyurl.com/2afvpbt3 About Scorpius Holdings Scorpius Holdings, Inc. -- formerly Nighthawk Biosciences, Inc. -- is a contract development and manufacturing organization that provides a comprehensive range of services from process development to Current Good Manufacturing Practices clinical and commercial manufacturing of biologics for the biotechnology and biopharmaceutical industries through its Scorpius Biomanufacturing, Inc. subsidiary. Its services include clinical and commercial drug substance manufacturing, release and stability testing and variety of process development services, including upstream and downstream development and optimization, analytical method development, cell line development, testing and characterization. The lead facility in San Antonio, Texas, commenced operations in September 2022. As of December 31, 2023, the Company had $51.4 million in total assets, $22.7 million in total liabilities, and $28.3 million in total stockholders' equity. SHEN'S PEKING II: Seeks to Tap Gerstenfeld & Company as Accountant ------------------------------------------------------------------ Shen's Peking II Restaurant, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Gerstenfeld & Company, P.A. as its accountant. The firm will render these services: (a) prepare tax returns; (b) compile monthly balance sheets and income statements; (c) prepare monthly Debtor in possession reports required by the U.S. Trustee's Office; (d) assist in connection with the Chapter 11 Reorganization; and (e) provide other accounting and tax services as required. Bruce Gerstenfeld, CPA, an accountant at Gerstenfeld & Company, 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: Bruce Gerstenfeld, CPA, MBA Gerstenfeld & Company, P.A. 1515 N. University Drive, Suite 219 Coral Springs, FL 33071 About Shen's Peking II Restaurant, Inc. Shen's Peking II Restaurant, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr, S.D. Fla. Case No. 24-10897) on Jan. 30, 2024, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. . Judge Mindy A Mora presides over the case. Craig I. Kelley, Esq. at Kelley, Fulton & Kaplan P.L. represents the Debtor as counsel. SIGNET JEWELERS: S&P Upgrades ICR to 'BB', Outlook Stable --------------------------------------------------------- S&P Global Ratings raised its rating on Diamond and jewelry retailer Signet Jewelers Ltd. to 'BB' from 'BB-'. The stable outlook reflects S&P's expectation that Signet will maintain adjusted EBITDA margins of around 17% and a conservative balance sheet, with support from annual free operating cash flow (FOCF) of more than $500 million. Signet's operating scale in its niche industry, bridal market penetration, and strategic initiatives support the company's improved competitive position. Signet's management invested in its brand portfolio, market penetration, customer engagement, and portfolio over the last few years. This includes enhancing its digital offering, increasing its service portfolio, and rolling out a loyalty/reward program to increase customer engagement. In addition, the company used excess cash generation to acquire companies, including Diamonds Direct, Rocksbox, and Blue Nile. S&P said, "In our view, these acquisitions enhance the firm's market position while providing adjacent capabilities and expertise. We believe its increasing track record of operational success, which is resulting in stable profitability, reflects an improved competitive standing within its markets. As such, we have revised our business risk profile to fair from weak. "However, Signet remains mainly a physical retailer with a large mall-centric store base across its banners. Our rating incorporates our view that the company remains susceptible to changes in consumer discretionary spending and, as such, we maintain our negative comparable ratings analysis modifier. "We believe Signet's conservative financial policy provides significant cushion to navigate temporarily weaker demand trends amid a challenging macroeconomic environment. Following fiscal 2024 (ended January 2024) earnings, Signet reduced its adjusted debt to adjusted EBITDAR target down by 0.25 turns to be at or below 2.5x, or approximately 1x on an S&P Global Ratings-adjusted basis (given our treatment of leases and the fact that we net cash in our calculation). We expect leverage will be well below this level as Signet repays its unsecured notes and preferred shares with cash over the course of calendar year 2024. We note that Signet ended fiscal 2024 with $2.5 billion in liquidity--more than sufficient to address the $148 million of senior unsecured notes that mature in June 2024--as well as the convertible preferreds that mature in November 2024. "We expect Signet will continue to utilize excess cash for shareholder returns. The company generated $420 million of FOCF and returned about $180 million to shareholders via dividends and share repurchases in fiscal 2024. We forecast the company will generate at least $500 million of annual FOCF beginning in fiscal 2025, supported by stabilizing demand trends and disciplined inventory management." Signet's recent performance moderation reflects the challenging retail environment of the past year. Signet reported a 9% and 130 basis-point contraction in sales and S&P Global Ratings-adjusted EBITDA margin, respectively, in fiscal 2024. S&P said, "We forecast sales to decline mid-single-digit percent further and S&P Global Ratings-adjusted EBITDA margins to stabilize near 17% in fiscal 2025. We believe that the gradual return of engagements in the U.S., improved digital banner operations, and product newness will support sequential same-store sales improvement in fiscal 2025. Our adjusted EBITDA margin forecast incorporates roughly $150 million of cost savings associated with the company's new three-year, $350 million cost-saving initiative, offset by continued investments in its online platform and overall customer experience, as well as sales declines." The stable outlook reflects S&P's expectation that adjusted EBITDA margins will remain around 17% due to the successful execution of operating initiatives and its cost-savings plan, despite weaker demand trends. It also reflects its conservative balance sheet, supported by good annual FOCF of more than $500 million. S&P could lower the rating if: -- A worsening macroeconomic environment or operational misstep causes weaker performance than S&P expects, leading to adjusted EBITDA declining 40% and weakened FOCF prospects; or -- The company shifts to a more aggressive financial policy with adjusted leverage approaching 2.5x. S&P could raise the rating if: -- Performance expands beyond our base-case scenario as the company gains traction in growth initiatives and increases scale. This includes demonstrating positive comparable sales growth and incremental improvement in EBITDA margins and cash flow generation; and -- Signet remains committed to its conservative financial policy. ESG factors have no material influence on S&P's credit rating analysis of Signet. That said, Signet markets lab-grown diamonds, a potentially environmentally-preferred product as compared natural diamonds for some consumers, as a modest but growing part of its product portfolio. In addition, the company maintains sustainability goals and sources natural diamonds from nonconflict regions. SIRVA: S&P Downgrades ICR to 'CCC' on Elevated Refinancing Risk --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on SIRVA to 'CCC' from 'B-'. The negative outlook reflects the possibility of another downgrade if S&P believes SIRVA is likely to consider a distressed exchange offer or subpar debt repurchase within the next year. Protracted high mortgage rates and low home sale volumes caused SIRVA's revenue from its North American corporate relocations business to weaken, requiring further draws on the revolver and the company to secure a super-priority term loan for supplemental liquidity during its peak 2024 season. S&P said, "We think recent events indicate a rising probability of a restructuring that we consider tantamount to default. Sirva's debt has been trading well below par, which we believe signals lenders' increasing doubts over the company's performance and capital structure. In March, the company raised an $84 million delayed-draw super-priority term loan ($63 million drawn) with some of its existing lenders plus additional investors to support liquidity, indicating insufficient availability from its existing facilities. On April 25, its first- and second-lien credit agreements were modified to pledge more equity from subsidiaries as collateral to lenders, to 100% from 65%, which we view as lenders' concerns over the company's performance and ability to manage its obligations in a difficult operating environment. "We believe SIRVA's could tighten this year given market conditions. Relocation volumes kept slowing through 2023 due to high mortgage rates, pressuring cash and forcing revolver draws in 2023. The $55.5 million revolver due May 2025 was drawn $40.5 million as of Sept. 30, 2023, and we expect it to be fully drawn in 2024. Our view of mortgage rates staying above 6% in 2024 underpins our forecast for SIRVA to burn or generate negligible free operating cash flow (FOCF) this year. In addition, the large government contract launch date continues to be postponed, limiting revenue upside in our forecast for 2024. "The negative outlook reflects the likelihood we will lower the rating if we believe the 2025 maturities will not be refinanced in advance of their due dates." SKILLSOFT FINANCE II: $640MM Bank Debt Trades at 21% Discount ------------------------------------------------------------- Participations in a syndicated loan under which Skillsoft Finance II Inc is a borrower were trading in the secondary market around 79 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $640 million Term loan facility is scheduled to mature on July 14, 2028. About $593 million of the loan is withdrawn and outstanding. SkillSoft Corporation provides cloud-based learning solutions, offering enterprise courseware. SOUND INPATIENT: $200MM Bank Debt Trades at 43% Discount -------------------------------------------------------- Participations in a syndicated loan under which Sound Inpatient Physicians Holdings LLC is a borrower were trading in the secondary market around 57 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $200 million Term loan facility is scheduled to mature on June 28, 2025. About $178 million of the loan is withdrawn and outstanding. Sound Inpatient Physicians, Inc. is a provider of physician services in acute, post-acute, emergency medicine, and intensivist facilities through its wholly owned subsidiaries and affiliated companies. Sound Inpatientâ€™s principal business is to provide hospitalist services to hospitals and health plans designed to improve the well-being of patients while reducing their associated costs through the management of medical care. The company is primarily owned by private equity sponsor Summit Partners and Optum Health. SRX ENTERPRISES: Unsecureds to be Paid in Full in Plan ------------------------------------------------------ SRX Enterprises LLC, filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement describing Plan of Reorganization dated April 22, 2024. SRX Enterprises LLC is a single asset real estate entity. It owns real property whose postal address is 5026 Laurel Canyon Blvd., Valley Village, CA 91607. The Debtor operates from 5026 Laurel Canyon Blvd., Valley Village, CA 91607 and is in the business of renting that property. Debtor had a tenant through 2022 but lost that tenant. After that tenancy ended, an event of vandalism damaged the property. A new tenant, Crichton's Love, is in possession and building out the property for its use. That tenant had not been paying rent during the buildout but is expected to begin to pay $8000 monthly in February or March 2024. The Debtor filed this case to preserve its status quo: it faced adverse action by the aforementioned junior lienholder, who seeks to collect on its note and lien. The senior lienholder is paid current and is not expected to be active in the case. The purpose of this case and the Debtor's intentions are to refinance its obligations with respect to the real property and pay creditors 100%, as there is ample equity to support any action: the property is worth at least its tax-assessed value of $1.5 million and probably closer to $2 million, and the two secured creditors are owed $478,000 and $350,000 (plus costs). Class 2 is comprised of bifurcated and/or undersecured claims arising from loans on real property, wholly unsecured claims arising from loans on real property and all unsecured claims not previously placed in a class. The Debtor proposes to pay this creditor in full within 90 days of the Effective Date. The allowed unsecured claims total $3901. This Class is impaired. Interest holders are the parties who hold an ownership interest (i.e. equity interest) in the Debtor. In this case, all creditors are to be paid 100%, and so the equity holders of the company shall retain their Interests as of the date of filing without restriction and without the need for a contribution of New Value. That said, the Plan provides for the principals of the Debtor to make an ongoing capital contribution to balance the Debtor's budget. Should the Court determine that new value is required for the principals of the Debtor to retain their equity positions, Debtor will amend this Plan to state that the ongoing capital contribution constitutes new value such that the equity holders can retain their stakes. The Debtor intends to take a new loan against the Lauren Canyon property and pay off the Marquee Funding loan at minimum, and, if possible, the Wells Fargo loan as well. Debtor has explored its options and can say with certainty that financing will be available because of the equity profile of the Laurel Canyon property. Further, Debtor projects that more money will be available on the Effective Date as Debtor accrues funds in its Debtor in Possession bank accounts month over month. This Plan does not contemplate monthly or installment payments to the creditors. The Debtor will receive $8000 monthly in rent on its lease with Crichton's Love, and these funds can also be used to support the Plan. In addition to the cash on hand, Debtor projects that $24000 cash will be available on the date of the Confirmation Hearing – debtor's gross rents, to be received on the first of every month. These funds have not been accruing because Crichton's Love is a new tenant not paying rent per the terms of its lease until it can open, which is projected to occur April 30, 2024. Mr. Spiro, the Debtor's Director, is liable for the note secured by the Wells Fargo senior trust deed, and by paying that obligation of $4004 monthly he contributes capital to the Debtor and will continue to do so until the rents received support the payments. A full-text copy of the Disclosure Statement dated April 22, 2024 is available at https://urlcurt.com/u?l=3wYYqx from PacerMonitor.com at no charge. Proposed Attorneys for the Debtor: Henry D. Paloci III, Esq. HENRY D. PALOCI III PA 5210 Lewis Road 5 Agoura Hills, CA 91301 Telephone: (805) 279-1225 Facsimile: (866) 565-6345 Email: hpaloci@hotmail.com About SRX Enterprises LLC SRX Enterprises primarily engaged in renting and leasing real estate properties. SRX Enterprises LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11825) on Dec. 26, 2023. The petition was signed by R. Douglas Spiro as manager. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Henry D. Paloci III, Esq. at Henry D. Paloci III PA represents the Debtor as counsel. STG LOGISTICS: $750MM Bank Debt Trades at 34% Discount ------------------------------------------------------ Participations in a syndicated loan under which STG Logistics Inc is a borrower were trading in the secondary market around 66.5 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $750 million Term loan facility is scheduled to mature on March 24, 2028. About $735 million of the loan is withdrawn and outstanding. STG Logistics, Inc., also known as St. George Logistics, is a logistics company with a corporate office in North Bergen, New Jersey. SUMMIT EXECUTIVE: Seeks to Hire Bleakley Bavol Denman as Counsel ---------------------------------------------------------------- Summit Executive LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Bleakley Bavol Denman & Grace as its counsel. The firm will render these services: a. analyze the financial situation, and render advice and assistance to the Debtor in determining legal options 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 the petition, schedules of assets and liabilities, statement of affairs, and other documents as required by the Court; d. represent the Debtor at the Section 341 Meeting of Creditors; e. give the Debtor legal 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, on behalf of your Applicant, necessary motions, pleadings, applications, answers, orders, complaints, and other legal papers and appear on 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. The firm will charge $425 per hour for services rendered by Samantha Dammer, Esq., principal attorney. The Debtor provided a retainer in the amount of $12,000, plus $1,738 filing fee. As disclosed in court filings, Bleakley does not represent interests adverse to the Debtor or the estate in the matters upon which it is to be engaged. The firm can be reached through: Samantha L. Dammer, Esq. Bleakley Bavol Denman & Grace 15316 N. Florida Avenue Tampa, FL 33613 Telephone: (813) 221-3759 Facsimile: (813) 221-3198 Email: sdarnmerbbdglaw. com About Summit Executive Summit Executive is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner the commercial real estate located at 13575 58th Street N #200, Clearwater, FL valued at $3.3 million. Summit Executive LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02134) on April 18, 2024, listing $4,392,503 in assets and $5,908,732 in liabilities. The petition was signed by Yuliya Barnes as manager. Judge Roberta A. Colton presides over the case. Samantha L Dammer, Esq. at Bleakley Bavol Denman & Grace represents the Debtor as counsel. SUNPOWER CORP: Adopts Restructuring Plan, Expects $28MM in Charges ------------------------------------------------------------------ SunPower Corporation disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on April 21, 2024, the Company adopted a restructuring plan intended to further advance efforts to reduce operating costs and improve the economics of the business. The Company expects to incur restructuring charges totaling approximately $28 million, consisting of approximately $14 million in severance benefits, and approximately $14 million related to early contract termination and certain right-of-use and leasehold improvement assets write-offs. The Company expects the restructuring plan to be substantially completed by the end of the Company's second fiscal quarter. The actual timing and costs of the plan, however, may differ from the Company's current expectations and estimates. About SunPower Headquartered in Richmond, California, SunPower (NASDAQ: SPWR) -- https://www.sunpower.com/ -- is a residential solar, storage and energy services provider in North America. SunPower offers solar + storage solutions that give customers control over electricity consumption and resiliency during power outages while providing cost savings to homeowners. SunPower Corporation said in its Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended October 1, 2023, that there is substantial doubt exists about its ability to continue as a going concern. According to the Company, for the three and nine months ended October 1, 2023, it had recurring operating losses and, as of October 1, it breached a financial covenant and a reporting covenant of its Credit Agreement, dated as of September 12, 2022. The breaches created events of default thereunder, which enables the requisite lenders under the Credit Agreement to demand immediate payment or exercise other remedies. These events raise substantial doubt about the Company's ability to continue as a going concern. T&R TRANSPORT: Hires Burch & Cracchiolo as Bankruptcy Counsel ------------------------------------------------------------- T&R Transport, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Burch & Cracchiolo, P.A. as bankruptcy counsel. The firm's services include: a. taking necessary or appropriate actions to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; b. providing legal advice with respect to Debtor's powers and duties as debtor-in-possession in the continued operation of their business and management of Debtor's property; c. preparing on behalf of Debtor any necessary applications, motions, answers, orders, reports, and other legal papers; d. appearing in Court on behalf of Debtor; e. preparing and pursuing confirmation of a plan and approval of a disclosure statement, and such further actions as may be required in connection with the administration of Debtor's estate; and f. acting as general bankruptcy counsel for Debtor and performing all other necessary or appropriate legal services in connection with this chapter 11 case. g. acting as general litigation counsel for Debtor in connection with any matters "related to" or "arising under" this bankruptcy case or removed to the bankruptcy court or otherwise pending as of the filing of the Bankruptcy Petition. The firm will be paid at these rates: Alan A. Meda $600 per hour Attorneys $350 to $600 per hour Paralegals $150 per hour Burch & Cracchiolo received an initial $20,000 retainer. Alan Meda, Esq., a partner in the firm of Burch& Cracchiolo, assured the court that his firm is a "disinterested person" as that phrase is defined in Sec. 101(14) of the Bankruptcy Code. The firm can be reached through: Alan Meda, Esq. Burch & Cracchiolo, P.A. 1850 N. Central Ave., Suite 1700 Phoenix, AZ 85004 Tel: (602) 274-7611 Email: ameda@bcattorneys.com About T&R Transport, Inc. T&R Transport, Inc. is a trucking transportation company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 3:24-bk-03025-PS) on April 19, 2024. In the petition signed by Eiko Garcia, secretary and director, the Debtor disclosed up to $500,000 and up to $10 million. Alan A. Meda, Esq., at Burch & Cracchiolo, P.A., represents the Debtor as legal counsel. THERMOGENESIS HOLDINGS: Receives Nasdaq Non-Compliance Notice ------------------------------------------------------------- ThermoGenesis Holdings, Inc. disclosed in a Form 8-K Report that on April 19, 2024, the Company received a notice from The Nasdaq Stock Market that the Company does not presently comply with Nasdaq's Listing Rule 5550(b)(1) that requires the Company to maintain a minimum of $2,500,000 in stockholders' equity for continued listing. Additionally, as of the date of the report, the Company does not meet the alternatives of market value of listed securities or net income from continuing operations under Nasdaq Listing Rules. The Nasdaq Notice does not have any immediate effect on the listing of the Company's common stock on the Nasdaq Capital Market and the Company has 45 calendar days from the date of the Nasdaq Notice to submit a plan to Nasdaq to regain compliance with Nasdaq's continued listing rules. If the Company's plan is accepted, Nasdaq can grant the Company an extension of up to 180 calendar days from the date of the Nasdaq Notice for the Company to evidence compliance with its plan and with the relevant Nasdaq continued listing rules. In connection with the Company's plan, once submitted, Nasdaq staff will consider such things as the likelihood that the plan will result in compliance with Nasdaq's continued listing criteria, the Company's past compliance history, the reasons for the Company's current non-compliance, other corporate events that may occur during staff's review period, the Company's overall financial condition, and the Company's public disclosures. If, in the staff's consideration of the Company's plan, the staff were to determine that the Company would not be able to cure the deficiency, then Nasdaq would provide notice that the Company's common stock would be subject to delisting. Upon such a notice, the Company would have the right to appeal that determination and the Company's common stock would continue to remain listed on the Nasdaq Capital Market until the completion of the appeal process. The Company is considering various actions that it may take in response to the Nasdaq Notice in order to provide to Nasdaq the required plan to regain compliance with the continued listing requirements, but the Company has not currently completed its internal analysis regarding the items to be included in its plan to be submitted to Nasdaq staff. About ThermoGenesis Holdings ThermoGenesis Holdings, Inc. develops and commercializes a range of automated technologies for cell-banking, cell-processing, and cell-based therapeutics. Since the 1990s, ThermoGenesis Holdings has been a pioneer in, and a provider of, automated systems that isolate, purify and cryogenically store units of hematopoietic stem and progenitor cells for the cord blood banking industry. The Company was founded in 1986 and is incorporated in the State of Delaware and headquartered in Rancho Cordova, Calif. New York, N.Y.-based Marcum LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional capital to grow its business, fund operating expenses and make interest payments. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TLG CAPITAL: Seeks to Hire Belvedere Legal as Bankruptcy Counsel ---------------------------------------------------------------- TLG Capital Development, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Belvedere Legal, a Professional Corporation, as its counsel. The firm will render these services: a. advise and represent Applicant to all matters and proceedings within this Chapter 11 case, other than those particular areas that may be assigned to special counsel; b. assist, advise and represent Applicant in any manner relevant to a review of its debts, obligations, maximization of its assets and where appropriate, disposition thereof; c. assist, advise and represent Applicant in the operation, reorganization, and/or liquidation of its business, if appropriate; d. assist, advise and represent Applicant in the performance of all of its duties and powers under the Bankruptcy Code and Bankruptcy Rules, and in the performance of such other services as are in the interests of the estate; e. assist, advise and represent Applicant in dealing with its creditors and other constituencies, analyzing the claims in this case and formulating and seeking approval of a Plan of Reorganization. The firm will be paid at the rate of $695 per hour, and a retainer of $25,000. Matthew Metzger, Esq., an attorney at Belvedere Legal, 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: 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 TLG Capital Development TLG Capital Development, LLC is a San Francisco-based company engaged in activities related to real estate. It conducts business under the name TLG Capital Developments. The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 24-30241) on April 10, 2024, with $1 million to $10 million in both assets and liabilities. Valerie Lee, managing member, signed the petition. Judge Hannah L. Blumenstiel presides over the case. Matthew D. Metzger, Esq., at Belvedere Legal, PC represents the Debtor as bankruptcy counsel. TRANSCENDIA HOLDINGS: $295MM Bank Debt Trades at 60% Discount ------------------------------------------------------------- Participations in a syndicated loan under which Transcendia Holdings Inc is a borrower were trading in the secondary market around 39.7 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $295 million Term loan facility is scheduled to mature on May 30, 2024. About $278 million of the loan is withdrawn and outstanding. Transcendia Holdings, Inc. is a provider of engineered specialty films materials across a range of end-markets. The company manufactures specialty films by extrusion of resin or converting film for specific customer applications. U.S. CREDIT: Trustee Taps Garnet Capital Advisors as Broker ----------------------------------------------------------- Stephen B. Darr, the Trustee for U.S. Credit, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Garnet Capital Advisors, LLC as a broker. Garnet will serve as the Trustee's broker for the sale of the Debtor's Home Improvement Loan Portfolio. Garnet will render these services: a. prepare a one-page announcement that will include a brief description, timetable, and procedures for the potential sale of the Home Improvement Loan Portfolio; b. conduct a marketing effort for the Home Improvement Loan Portfolio; c. assist the Trustee and counsel in developing terms for the definitive legal documentation for a sale, including a confidentiality agreement and a sale contract; d. require each prospective investor to be bound by a confidentiality agreement approved by Trustee prior to granting access to offering materials; e. accept bids on behalf of the Trustee and the Debtor's bankruptcy estate related to any sale procedures established by later order of the Court, prepare and deliver a summary, and assist the Trustee in its selection of a winning bidder; and f. work closely with Trustee and the selected counterparty to complete the sale of the Home Improvement Loan Portfolio. The firm will be paid at these rates: A. Disposition Fee: A fee equal to the sum of (i) 2 percent of gross proceeds of the sale of performing loans in the Home Improvement Loan Portfolio and (ii) 6 percent of gross proceeds of the sale of non-performing loans in the Home Improvement Loan Portfolio. The Disposition Fee shall be payable to Garnet by upon consummation of a sale. B. Post-Closing Fee: To the extent that Trustee requires post-closing services, Garnet shall provide 5 hours of services at no additional charge. Thereafter, post-closing services shall be billed at the following rates: Managing Partner $500/hour Managing Director $400/hour Senior Vice President $300/hour Vice President $200/hour Assistant Vice President / Associate / Analyst $100/hour Louis DiPalma, a managing partner at Garnet Capital, disclosed in a court filing that her firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Garnet Capital can be reached through: Louis DiPalma Garnet Capital Advisors LLC 500 Mamaroneck Avenue Harrison, NY 10528 Telephone: (914) 909-1000 About U.S. Credit U.S. Credit, Inc. develops and administers custom lending programs for large retailers, point-of-sale platforms and educational institutions. U.S. Credit filed its Chapter 11 petition (Bankr. D. Mass. Case No. 24-10058) on Jan. 12, 2024. In the petition signed by its chief executive officer Stephen Galvin, the Debtor reported $10 million to $50 million in both assets and liabilities. Judge Janet E. Bostwick presides over the case. The Debtor tapped Charles R. Bennett, Jr., Esq. at Murphy & King, PC as legal counsel and Mid-Market Management Group as financial advisor. The U.S. Trustee for Region 1 appointed an official committee of unsecured creditors in this Chapter 11 case. The committee tapped Dentons Bingham Greenebaum, LLP as its legal counsel. VALCOUR PACKAGING: $420MM Bank Debt Trades at 38% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Valcour Packaging LLC is a borrower were trading in the secondary market around 61.8 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $420 million Term loan facility is scheduled to mature on September 29, 2028. The amount is fully drawn and outstanding. Valcour Packaging LLC, doing business as Mold-Rite Plastics, provides high-quality plastic packaging components. VERDE RESOURCES: Hires National Implementation Experts ------------------------------------------------------ Verde Resources, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company has entered into two Services Agreements with Dr. Nam Tran and Dr. Raymond Powell to engage them as National Implementation Experts for its wholly owned subsidiary Verde Renewables, Inc., a company incorporated in the State of Missouri, to initiate connections with esteemed asphalt contractors, identify potential partners, explore potential collaborations through their extensive networks in the asphalt industry and recommend strategies to capitalize on emerging opportunities as designated in the Agreements. Under the Agreements, the Company will pay Dr. Nam Tran and Dr. Raymond Powell each by the issuance of 3,000,000 shares of the Company's restricted common stock, par value $0.001 per share in three tranches of 1,000,000 shares each on or before July 31, 2024, October 31, 2025 and October 31, 2026 respectively. The term of the Agreements will remain effective until April 30, 2027 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated. Pursuant to the terms of the Services Agreements, the Company will issue a total of 6,000,000 shares of the Company's restricted common stock. The shares were not registered in reliance on exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended and Rule 506(b). The Company's reliance on Section 4(2) of the Securities Act was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or conterminous public offerings of the securities by the Company; and (d) the negotiations for the sale of the stock took place directly between the offeree and the Company. No underwriters or agents were used in this transaction and no commissions or finder's fees were paid. About Verde Resources Inc. St. Louis, Mo.-based Verde Resources, Inc. is currently engaged in the production and distribution of renewable commodities, distribution of THC-free cannabinoid (CBD) products, and real property holding. However, the Company has been undergoing a restructuring exercise to shift its focus towards renewable energy and sustainable development with the world faced with challenges of climate change and environmental dehydration. Kuala Lumpur, Malaysia-based J&S Associate PLT, the Company's auditor since 2022, issued a "going concern" qualification in its report dated October 13, 2023, citing that the Company has generated recurring losses and suffered from an accumulated deficit of $10,292,430 as of June 30, 2023. These matters raise substantial doubt about the Company's ability to continue as a going concern, the auditor said. VICTORY CAPITAL: Moody's Puts 'Ba2' CFR on Review for Upgrade ------------------------------------------------------------- Moody's Ratings has placed the Ba2 corporate family rating and senior secured debt rating of Victory Capital Holdings, Inc. on review for possible upgrade as well as the company's Ba2-PD probability of default rating. Previously, the outlook was stable. The rating action follows the company's announcement that it had signed a memorandum of understanding to form a strategic partnership with Amundi SA (Amundi). Under the proposed transaction, Amundi US would be combined into Victory in exchange for Amundi receiving a 26.1% economic stake in Victory. The companies would also establish reciprocal 15-year exclusive distribution agreements in which Amundi would be the exclusive distributor of Victory's products outside the US, while Victory would become the exclusive distributor of Amundi's non-US strategies to clients in the US. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The review for upgrade reflects the positive impact of the proposed transaction on Victory's credit metrics, scale, and business diversification. While Victory has grown mostly through acquisitions, it has a strong track record of realizing significant cost synergies with low upfront costs. The additional cash flow from Amundi US along with the projected $100 million in cost synergies would lower Victory's financial leverage meaningfully. Pro forma debt-to-EBITDA, as adjusted by Moody's, is expected to fall to 2x compared to 3x, as of year end 2023. The proposed partnership would also boost the company's asset under management by 59% to $279 billion, diversify Victory's asset mix with complementary capabilities in fixed income strategies (increases to 24% of AUM from 14%), and broaden the company's non-US client base (from 3% of AUM to 14%) and potentially, its geographic presence with the benefit of Amundi's global distribution network. Over the review period, Moody's will focus on the progress made to finalize the transaction as well as updates to the timing of the projected cost synergies. Victory's ratings could be upgraded if a definitive agreement is reached with Amundi greater and there is greater certainty around the timing and realization of the projected cost synergies. However, the outlook could return to stable if there is a significant delay to a final and binding agreement with Amundi or a meaningful reduction to the projected cost synergies of the proposed transaction. Victory is a publicly traded and integrated muti-boutique asset manger that had approximately $175 billion in AUM as of year end 2023. Amundi, a subsidiary of the Crédit Agricole group, is a leading European based asset manager that currently manages over EUR2 trillion of assets. The principal methodology used in these ratings was Asset Managers Methodology published in November 2019. W&T OFFSHORE: Moody's Affirms 'B3' CFR & Alters Outlook to Negative ------------------------------------------------------------------- Moody's Ratings changed W&T Offshore, Inc.'s outlook to negative, from stable previously. Concurrently, Moody's affirmed W&T's B3 Corporate Family Rating, B3-PD Probability of Default Rating, and Caa1 senior secured second lien notes rating. "The change in W&T's outlook to negative reflects Moody's expectation for credit metrics to deteriorate and for free cash flow generation to be challenged in 2024 owing to maintenance-related production shut-ins and elevated costs to drive efficiency improvements at recently acquired assets," Said Jake Leiby, Vice President and Senior Analyst. RATINGS RATIONALE The negative outlook reflects Moody's expectations that W&T's credit metrics will deteriorate in 2024. Although W&T's production is expected to rise -6% in 2024, production will be lower than previously expected as a result of higher-than-expected workover and facility investments at its Mobile Bay asset. The elevated maintenance activity at Mobile Bay will also result in an increase in the company's operating costs. Although the company's capital spending will be low in 2024 at $40 million, acquisition spending is elevated owing to the $72 million purchase of six fields in the U.S. Gulf of Mexico during the first quarter of the year. The integration of assets the company has acquired over the past 12 months brings risks, although Moody's does recognize W&T's track record of integrating acquired assets. W&T's B3 CFR reflect the company's very long history of operating in the U.S. Gulf of Mexico, counterbalanced by its relatively small scale and concentrated asset base in the region. The company paid off nearly half of its gross debt in early-2023 with a portion of the free cash flow it generated in 2022, however, credit metrics deteriorated over the course of 2023 due to the weaker commodity price environment. Moody's expects the company to be challenged to generate free cash flow in 2024 due to the aforementioned cost and production issues as well as the weak natural gas price environment. W&T's SGL-3 rating reflects Moody's expectation for the company to maintain adequate liquidity into mid-2025. As of December 31, 2023, the company had $173 million of cash on hand. The company also has an undrawn revolver with a $50 million borrowing base. The revolver was previously expected to mature in January 2024, however, the company and its lenders have executed a number of one-month maturity extensions as it evaluates longer-term sources of funding. The revolver's stated maturity is currently May 31, 2024. Failure to execute a more meaningful extension of the revolver would reduce liquidity. The revolver contains financial covenants which require W&T to maintain first lien leverage of 2.5x or lower, a current ratio of 1.0x or higher, and a Proved PV-10 to first lien debt ratio of greater than 2.0x. Moody's expects W&T to remain in compliance with its covenants into mid-2025. W&T's $275 million of second lien notes due 2026 are rated Caa1, one notch below the CFR reflecting a second lien claim on the assets that secure the first lien revolver. W&T also has a $114 million first lien term loan (unrated) backed by a carve-out of Mobile Bay assets. These assets were moved to wholly-owned special purposed vehicles that are unrestricted subsidiaries with respect to the notes. The revolving credit facility has a first lien priority claim on all of the company's assets, except for the assets held in the subsidiaries that are pledged to the term loan. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS W&T's ratings could be downgraded if it generates significant negative free cash flow or its liquidity weakens. A downgrade could also be considered if production meaningfully declines, RCF/debt falls below 20%, or EBITDA/interest falls below 3x. An upgrade of the ratings is unlikely but could be considered if W&T generates consistent free cash flow while growing its production and reserves and maintaining RCF/debt above 35% and a leveraged full cycle ratio (LFCR) above 1.25x. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. WIN WASTE: Moody's Lowers CFR to Caa1 & Alters Outlook to Stable ---------------------------------------------------------------- Moody's Ratings downgraded the ratings of WIN Waste Innovations Holdings Inc., including the corporate family rating to Caa1 from B3, probability of default rating to Caa1-PD from B3-PD and the rating on the company's first-lien senior secured bank debt to Caa1 from B3. Moody's also changed the outlook to stable from negative. The downgrades reflect WIN's weak liquidity with sustained negative free cash flow and no revolver availability. Moody's does not expect the company to generate free cash flow in 2024 despite moderating capital expenditures (capex) and earnings improvement. This limits the company's ability to absorb any unexpected operational challenges absent additional capital support. WIN has already received about $66 million in additional equity from its sponsor (Macquarie) during 2024. In addition, the company's leverage remains high driven by incremental borrowings to support capital spending needs, including remediation of prior waste-to-energy (WtE) plant disruptions that negatively impacted operating results, and acquisitions. Moody's expects debt/EBITDA (including Moody's standard adjustments) to remain high but fall toward 6x through 2024 from EBITDA growth. The stable outlook reflects Moody's expectation for WIN to build on its positive momentum over the past year, with normalized WtE plant operations, higher pricing and cost discipline helping to offset weaker industrial volumes amid macroeconomic headwinds. Moody's expects these factors to support an improvement in credit metrics, including adjusted EBITDA margin improving toward 23% over the next year. Governance risk was also a key driver in the rating outcome driven by aggressive financial policies, including a financial strategy that has resulted in the company's sustained weak liquidity and high leverage. As a result, Moody's changed the ESG credit impact score (CIS) to CIS-5 from CIS-4, reflecting heightened financial strategy and risk management that has also resulted in a change to the governance score to a G-IPS of 5 from a G-IPS of 4. RATINGS RATIONALE WIN's ratings reflect its modest scale with a primary regional focus in the Northeast US, a capital intensive business model that constrains free cash flow, and high financial leverage and weak interest coverage sustained in part by an aggressive acquisition strategy. WIN is also exposed to earnings and cash flow volatility from fluctuating commodity prices and wholesale power markets in its energy business (about 15% of revenue), though the risk is partially mitigated by hedging activities. The company is facing lower construction and demolition volumes amid a high interest rate environment and weaker economic growth. Cost inflation related to labor and landfill operations will also constrain the pace of margin expansion. However, Moody's expects that higher pricing on contract renewals and continued focus on managing SG&A and labor costs as well as moderating capex will strengthen earnings and cash flow over the next 12-18 months. WIN benefits from mostly stable waste disposal demand, underpinned by long term contracts and valuable infrastructure assets with high barriers to entry that support a recurring revenue base. With disposal capabilities supported by strategically located facilities and rail-connected transfer stations, the company is well-positioned to capture growing demand in the Northeast US, a region with declining landfill disposal capacity and a supply-demand imbalance. Moody's expects this to provide favorable pricing conditions and support stronger margins in upcoming years. Moody's views WIN's liquidity as weak with negative free cash flow likely to continue into 2025 and no availability on the company's $477 million revolving credit facility. Considering the company's high capital spending, vulnerability to plant disruptions and constrained free cash flow, Moody's believes WIN will have to rely on recent sponsor equity support for cash in the near term and will have to pursue a longer term external capital solution. This could further increase its cost of capital and leverage. The revolving facility, expiring in 2026, had approximately $462 million drawn and $15 million in letters of credit at December 31, 2023. The company also has a $75 million accounts receivable facility for added liquidity though the majority is drawn. The revolving credit facility is subject to a springing maximum first-lien net leverage covenant of 7x, tested if borrowings exceed 35% of the revolver commitment and subject to certain carve-outs related to letters of credit. Moody's expects the company to maintain compliance. The term loan has no financial maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded with setbacks in improving operating results, including if Moody's expects declining revenue or weakening margins. An increase in debt-to-EBITDA or the inability to sustain EBITDA less capex to interest of 1.0x could also result in a downgrade. An increasing reliance on equity infusions from the sponsor for liquidity could also lead to a ratings downgrade. Finally, the ratings could also be downgraded if Moody's recovery expectations on the outstanding rated debt decline or if the ability to maintain compliance with covenants decreases. The ratings could be upgraded with profitable and prudent expansion of the company's operating footprint beyond its primary northeast US markets for greater scale. Debt-to-EBITDA sustained below 6.5x and EBITDA less capex to interest above 1.0x could also support a ratings upgrade. The maintenance of adequate liquidity, including sustained positive free cash flow, ample revolver availability and reduced reliance on external funding sources (sponsor support) would also be a prerequisite for an upgrade. The principal methodology used in these ratings was Environmental Services and Waste Management published in May 2023. WIN Waste Innovations Holdings Inc. (WIN), is an indirect wholly-owned subsidiary of Wheelabrator Technologies, Inc. The company was formed in January 2021 from the combination of Wheelabrator and Tunnel Hill Partners, LP, a leading integrated waste-by-rail company in the US which owns and operates a network of collection and transfer assets in the Northeast US. WIN and its subsidiaries, including the legacy Wheelabrator entities and Tunnel Hill Partners, LP, are owned by affiliates of Macquarie, a private equity firm. Revenue approximated $1.2 billion for the twelve months ended December 31, 2023. WOOF HOLDINGS: $235MM Bank Debt Trades at 56% Discount ------------------------------------------------------ Participations in a syndicated loan under which Woof Holdings Inc is a borrower were trading in the secondary market around 44.5 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $235 million Term loan facility is scheduled to mature on December 21, 2028. The amount is fully drawn and outstanding. Headquartered in Tewksbury, Massachusetts, Woof Holdings, Inc., through its acquisition of The Wellness Pet Food Holdings Company, Inc., is a manufacturer of premium pet food and treats, mainly in North America. WW INTERNATIONAL: $945MM Bank Debt Trades at 51% Discount --------------------------------------------------------- Participations in a syndicated loan under which WW International Inc is a borrower were trading in the secondary market around 49.1 cents-on-the-dollar during the week ended Friday, May 3, 2024, according to Bloomberg's Evaluated Pricing service data. The $945 million Term loan facility is scheduled to mature on April 13, 2028. About $942.6 million of the loan is withdrawn and outstanding. WW International Inc., formerly weight watchers international Inc., is a global company headquartered in the US that offers weight loss. WYTHE BERRY: Updates Interest Holders Claim Details; Amends Plan ---------------------------------------------------------------- Wythe Berry Fee Owner LLC submitted a Disclosure Statement for Second Amended Plan of Reorganization dated April 21, 2024. The Debtor determined to sell the WV Complex pursuant to the Bid Procedures, which were designed to provide a clear and open process for the solicitation, receipt, and evaluation of third party bids. The Bid Procedures Order authorized the Debtor to enter into a stalking horse agreement for the sale of the WV Complex and offer a stalking horse purchaser certain bid protections, subject to the approval of the Bankruptcy Court. On January 9, 2024, the Debtor received a bid from William Vale Owner LLC (the "Stalking Horse Bidder"). Following extensive negotiations with the Debtor and the Notes Trustee, the Stalking Horse Bidder increased its proposed purchase price to $177,000,000 in cash and assumption of certain liabilities (the "Stalking Horse Bid"). Pursuant to the Bid Procedures Order, the Final Bid Deadline was February 26, 2024. The Debtor received no Qualified Bids (as defined in the Bid Procedures Order) by that date and on February 27, the Debtor filed a notice of cancellation of the Auction contemplated by the Bid Procedures Order. On March 8, 2024, the Debtor filed a Notice of Successful Bidder. Like in the prior iteration of the Plan, each holder of an Allowed Class 3 Unsecured Claim shall receive its Pro Rata Share of the remaining proceeds in the Distribution Fund promptly after the payment in full in Cash or adequate reserve being made by the Debtor of all of the following (i) all regular closing costs and adjustments; (ii) Allowed Fee Claims; (iii) Allowed Administrative Claims (subject to the provisions of Section 2.1); (iv) Allowed Priority Claims (subject to the provisions of Section 2.3); (v) Allowed Senior Secured Claims; and (vi) Allowed Mechanic's Lien Claims Class 3 is impaired. Holders of Allowed Unsecured Claims are entitled to vote to accept or reject the Plan. Class 4 consists of Interest Holders. Member, as the sole holder of a Class 4 Interest shall receive an initial distribution on the Effective Date in the amount of $2,127,107, which it shall distribute to Weiss. If (A) (i) the aggregate Mechanic Lien Claims is Allowed in an amount less than full amount asserted in the proofs of claim filed by Mechanic Lien Claims, or (ii) the Unfair Labor Claim is Allowed in amount less than $700,000, or (iii) the legal fees expended to settle or resolve the Mechanic Lien Claims were less than the amount set aside by the Debtor, or (B), if the Mechanic Lien Claims and the Unfair Labor Claim are not Allowed prior to the Plan Effective Date, and any amounts remain in the Debtor Contingent Liabilities Escrow after resolution and satisfaction in full of the Mechanic's Lien Claims and the Unfair Labor Claim, the Debtor shall distribute such amounts to Member, who shall make an immediate equity distribution of such distribution to each member of Member, in accordance with their pro rata ownership percentages of Member. Class 4 is Unimpaired and deemed to accept the Plan. Subject to the approval of this Court, the Debtor will sell the WV Complex to the Purchaser, free and clear of any Liens, Claims, and encumbrances (except for Assigned Contracts) to the fullest extent provided by the Bankruptcy Code or other applicable law. On the Closing Date, the Purchaser shall consummate the purchase of the WV Complex in accordance with the Bid Procedures. Net Sale Proceeds shall be used solely to fund the Distribution Fund and utilized to satisfy payments consistent with the terms of the Plan. A full-text copy of the Disclosure Statement dated April 21, 2024 is available at https://urlcurt.com/u?l=DFdfsT from PacerMonitor.com at no charge. Attorneys for the Debtor: Stephen B. Selbst, Esq. Janice Goldberg, Esq. Steven B. Smith, Esq. Rodger T. Quigley, Esq. HERRICK, FEINSTEIN LLP 2 Park Avenue New York, NY 10016 Tel: (212) 592-1400 About Wythe Berry Fee Owner Wythe Berry Fee Owner LLC is the titular owner of a commercial real property complex located in Brooklyn, New York, that includes The William Vale Hotel, one of Brooklyn's few luxury hotels. Wythe Berry Fee Owner is co-owned, indirectly, by Zelig Weiss and YGWV LLC, a wholly owned, direct subsidiary of All Year Holdings Limited, which is a debtor in a chapter 11 case also pending before Judge Martin Glenn. Weiss and YGWV each hold 50% of the membership interests in Member LLC, which, in turn, is the direct parent, and sole member, of Wythe Berry Fee Owner. YGWV purports to be the designated managing member of Member LLC and, thus, purports to control Wythe Berry Fee Owner. A group of noteholders, Mishmeret Trust Company Ltd., solely in its capacity as Trustee for the Series C Notes; Yelin Lapidot Provident Funds Management Ltd.; The Phoenix Insurance Company Limited; and Klirmark Opportunity Fund III L.P., filed an involuntary Chapter 11 bankruptcy petition against Wythe Berry Fee Owner LLC (Bankr. S.D.N.Y. Case No. 22-11340) on Oct. 6, 2022. The creditors are represented by Michael Friedman, Esq., at Chapman and Cutler LLP. Bankruptcy Judge Martin Glenn, who presides over the case, entered an Order for Relief in January 2023, allowing the bankruptcy proceedings against Wythe Berry Fee Owner LLC to proceed. Judge Glenn denied a request by hotel operator Zelig Weiss to dismiss the involuntary petition. Wythe Berry Fee Owner LLC is represented by law firm Herrick, Feinstein LLP. All Year Holdings Limited filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 21-12051) on Dec. 14, 2021, and is represented by Matthew Paul Goren, Esq., at Weil, Gotshal & Manges LLP. Weiss is represented by lawyers at Paul Hastings LLP. [^] BOND PRICING: For the Week from April 29 to May 3, 2024 ----------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 2U Inc TWOU 2.250 47.250 5/1/2025 99 Cents Only Stores LLC NDN 7.500 29.848 1/15/2026 99 Cents Only Stores LLC NDN 7.500 29.848 1/15/2026 99 Cents Only Stores LLC NDN 7.500 29.848 1/15/2026 Acorda Therapeutics Inc ACOR 6.000 56.661 12/1/2024 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 47.096 2/15/2028 Amyris Inc AMRS 1.500 3.500 11/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 1.250 8/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 1.250 8/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 1.250 8/15/2026 At Home Group Inc HOME 7.125 28.137 7/15/2029 At Home Group Inc HOME 7.125 28.137 7/15/2029 Audacy Capital Corp CBSR 6.500 3.500 5/1/2027 Audacy Capital Corp CBSR 6.750 3.750 3/31/2029 Audacy Capital Corp CBSR 6.750 3.313 3/31/2029 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Beasley Mezzanine Holdings LLC BBGI 8.625 60.699 2/1/2026 Beasley Mezzanine Holdings LLC BBGI 8.625 61.414 2/1/2026 Biora Therapeutics Inc BIOR 7.250 58.230 12/1/2025 CommScope Inc COMM 8.250 38.184 3/1/2027 CommScope Inc COMM 7.125 33.600 7/1/2028 CommScope Inc COMM 8.250 38.369 3/1/2027 CommScope Inc COMM 7.125 33.462 7/1/2028 CommScope Technologies COMM 5.000 33.879 3/15/2027 CommScope Technologies COMM 5.000 34.027 3/15/2027 Curo Group Holdings Corp CURO 7.500 4.000 8/1/2028 Curo Group Holdings Corp CURO 7.500 23.000 8/1/2028 Curo Group Holdings Corp CURO 7.500 4.127 8/1/2028 Cutera Inc CUTR 2.250 19.500 6/1/2028 Cutera Inc CUTR 2.250 38.749 3/15/2026 Cutera Inc CUTR 4.000 20.922 6/1/2029 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 5.150 12.142 3/15/2042 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.000 15.045 8/15/2040 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.350 15.128 3/15/2040 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 5.150 12.142 3/15/2042 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 5.150 12.142 3/15/2042 Danimer Scientific Inc DNMR 3.250 10.850 12/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.500 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 3.000 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 5.625 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 3.000 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 5.625 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 2.417 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.467 8/15/2026 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Energy Conversion Devices Inc ENER 3.000 0.762 6/15/2013 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 45.000 1/15/2026 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 45.394 1/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 29.000 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 21.788 7/15/2026 Federal Home Loan Banks FHLB 1.000 88.574 7/26/2024 Federal Home Loan Banks FHLB 5.250 99.830 5/3/2024 Federal Home Loan Banks FHLB 0.390 97.403 5/3/2024 Federal Home Loan Banks FHLB 0.420 99.347 5/6/2024 Federal Home Loan Banks FHLB 2.750 99.879 5/3/2024 Federal Home Loan Banks FHLB 0.400 99.890 5/3/2024 Federal Home Loan Banks FHLB 0.360 99.890 5/3/2024 Federal Home Loan Mortgage Corp FHLMC 3.000 91.673 5/24/2024 Federal National Mortgage Association FNMA 5.220 99.414 5/3/2024 Federal National Mortgage Association FNMA 0.350 99.877 5/3/2024 First Commonwealth Bank FCF 7.448 95.128 6/1/2028 First Republic Bank/CA FRCB 4.375 4.000 8/1/2046 First Republic Bank/CA FRCB 4.625 3.638 2/13/2047 Fisker Inc FSRN 2.500 0.875 9/15/2026 GNC Holdings Inc GNC 1.500 0.666 8/15/2020 German American Bancorp GABC 4.500 90.774 6/30/2029 German American Bancorp GABC 4.500 90.774 6/30/2029 German American Bancorp GABC 4.500 90.774 6/30/2029 Goodman Networks Inc GOODNT 8.000 5.000 5/11/2022 Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 Gossamer Bio Inc GOSS 5.000 40.750 6/1/2027 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 1.500 6/1/2026 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 1.500 6/1/2026 Hallmark Financial Services Inc HALL 6.250 14.758 8/15/2029 Homer City Generation LP HOMCTY 8.734 38.750 10/1/2026 Inseego Corp INSG 3.250 39.000 5/1/2025 Invacare Corp IVC 4.250 0.612 3/15/2026 Invitae Corp NVTA 2.000 87.500 9/1/2024 JPMorgan Chase Bank NA JPM 2.000 86.936 9/10/2031 Karyopharm Therapeutics KPTI 3.000 52.900 10/15/2025 Ligado Networks LLC NEWLSQ 15.500 15.500 11/1/2023 Ligado Networks LLC NEWLSQ 15.500 14.625 11/1/2023 Lumen Technologies Inc LUMN 4.500 28.893 1/15/2029 Lumen Technologies Inc LUMN 4.500 28.766 1/15/2029 Luminar Technologies Inc LAZR 1.250 27.500 12/15/2026 MBIA Insurance Corp MBI 16.850 5.250 1/15/2033 MBIA Insurance Corp MBI 16.850 3.295 1/15/2033 Macy's Retail Holdings M 6.700 84.078 7/15/2034 Macy's Retail Holdings M 6.900 89.906 1/15/2032 Mashantucket Western Pequot Tribe MASHTU 7.350 48.250 7/1/2026 Morgan Stanley MS 1.800 74.972 8/27/2036 NanoString Technologies NSTG 2.625 74.972 3/1/2025 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Office Properties Income Trust OPI 4.500 82.263 2/1/2025 Photo Holdings Merger Sub Inc SFLY 8.500 46.619 10/1/2026 Photo Holdings Merger Sub Inc SFLY 8.500 46.619 10/1/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 26.356 5/15/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 26.427 5/15/2026 Rackspace Technology Global Inc RAX 3.500 29.039 2/15/2028 Rackspace Technology Global Inc RAX 5.375 26.894 12/1/2028 Rackspace Technology Global Inc RAX 3.500 29.043 2/15/2028 Rackspace Technology Global Inc RAX 5.375 26.696 12/1/2028 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rite Aid Corp RAD 7.700 3.536 2/15/2027 Rite Aid Corp RAD 7.500 62.000 7/1/2025 Rite Aid Corp RAD 6.875 4.950 12/15/2028 Rite Aid Corp RAD 7.500 62.000 7/1/2025 Rite Aid Corp RAD 6.875 4.950 12/15/2028 RumbleON Inc RMBL 6.750 56.753 1/1/2025 SVB Financial Group SIVB 3.500 66.750 1/29/2025 SVB Financial Group SIVB 4.000 1.563 N/A SVB Financial Group SIVB 4.250 1.688 N/A SVB Financial Group SIVB 4.100 1.550 N/A SVB Financial Group SIVB 4.700 1.625 N/A Spanish Broadcasting System Inc SBSAA 9.750 50.117 3/1/2026 Spanish Broadcasting System Inc SBSAA 9.750 49.290 3/1/2026 Spirit Airlines Inc SAVE 4.750 73.000 5/15/2025 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tricida Inc TCDA 3.500 9.888 5/15/2027 United Bancorp Inc/OH UBCP 6.000 96.593 5/15/2029 Veritone Inc VERI 1.750 35.500 11/15/2026 Virgin Galactic Holdings SPCE 2.500 26.375 2/1/2027 Voyager Aviation Holdings LLC VAHLLC 8.500 16.000 5/9/2026 Voyager Aviation Holdings LLC VAHLLC 8.500 16.000 5/9/2026 Voyager Aviation Holdings LLC VAHLLC 8.500 16.000 5/9/2026 Vroom Inc VRM 0.750 53.000 7/1/2026 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 3.000 7/10/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 2.000 7/10/2025 WeWork Cos US LLC WEWORK 15.000 10.250 8/15/2027 WeWork Cos US LLC WEWORK 11.000 5.000 8/15/2027 WeWork Cos US LLC WEWORK 12.000 2.004 8/15/2027 WeWork Cos US LLC WEWORK 15.000 10.021 8/15/2027 WeWork Cos US LLC WEWORK 11.000 4.983 8/15/2027 Wells Fargo & Co WFC 2.909 98.337 5/16/2024 Wesco Aircraft Holdings WAIR 9.000 12.634 11/15/2026 Wesco Aircraft Holdings WAIR 13.125 2.467 11/15/2027 Wesco Aircraft Holdings WAIR 13.125 2.467 11/15/2027 Wesco Aircraft Holdings WAIR 9.000 12.634 11/15/2026 Wheel Pros Inc WHLPRO 6.500 31.500 5/15/2029 Wheel Pros Inc WHLPRO 6.500 28.308 5/15/2029 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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