/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/250129.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, January 29, 2025, Vol. 29, No. 28 Headlines 13 ADAMS STREET: Hires Penachio Malara LLP as Bankruptcy Counsel 13 ADAMS: Seeks to Use Cash Collateral 2626 PENN: Seeks to Sell Washington Property at Auction 737 N. LA BREA: Seeks Bankruptcy Protection in California ACCURIDE CORP: In Talks as Lenders Threaten to Cut Cash Collateral AKOUSTIS TECHNOLOGIES: Taps Stroz as Digital Service Providers ALABAMA STATE UNIVERSITY: Moody's Affirms Ba1 Revenue Bond Ratings AMERICAN RESIDENTIAL: Moody's Rates New First Lien Loans 'B2' AS SPECIFIED: Court Denies Bid to Use Cash Collateral ASHER HOMES: Seeks to Hire Brown Law Firm as Bankruptcy Counsel ASHLEY SELMAN: Seeks to Hire Craig M. Geno as Legal Counsel ATHENA MEDICAL: Trustee Taps Dorsey & Whitney as Special Counsel ATP TOWER: Moody's Rates New $$550MM Senior Secured Notes 'Ba3' AVINGER INC: Adjourns Special Meeting Until Feb. 5, 2025 AVISON YOUNG: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative BOOKS INC: Bookstore Chain Receives Chapter 11 Lifeline BOOKS INC: Gets Interim OK to Use Cash Collateral Until Feb. 19 CALIFORNIA ENVIRONMENTAL: Case Summary & 20 Unsecured Creditors CANVAS PROS: Court Denies Bid to Use Cash Collateral CAPELLA HOSPITALITY: Seeks to Extend Plan Exclusivity to April 28 CAREMAX INC: Creditors, U.S. Trustee Object to Chapter 11 Plan CAREPOINT HEALTH: PCO Seeks to Hire Gibbons as Bankruptcy Counsel CELULARITY INC: Securities Purchase Agreement With Investor Expires CENTRAL HOUSEWARES: Case Summary & 20 Largest Unsecured Creditors CHAMPION WELDING: Taps AlignX Law and Leiderman as Co-Counsel CHICKEN SOUP: Investor Claims Mismanagement by Parent Company CIMG INC: Replaces MaloneBailey With Assentsure PAC as Auditor COLD SPRING: U.S. Trustee Appoints Creditors' Committee COLINEAR MACHINE: Sec. 341(a) Meeting of Creditors on March 5 CORAL-US CO-BORROWER: Moody's Rates New $1.5BB Term Loan 'Ba3' CREPERIE D AMOUR: Court Extends Cash Collateral Access to March 5 DONALD PATZ: Seeks Chapter 11 Bankruptcy Protection in California DOVGAL EXPRESS: Hires O. Allan Fridman as Bankruptcy Counsel ECO MATERIAL: Fitch Gives B+ Rating to New First Lien Term Loan B ECO PRESERVATION: Trustee Taps Rumberger Kirk as Legal Counsel EMCORE CORP: CohnReznick LLP Raises Going Concern Doubt FIRST MODE: Hires Omni Agent Solutions as Administrative Agent FIRST MODE: Hires Young Conaway Stargatt as Bankruptcy Co-Counsel FIRST MODE: Seeks to Hire M3 Advisory as Financial Advisor FIRST MODE: Seeks to Hire PJT Partners LP as Investment Banker FIRST MODE: Taps Latham & Watkins as Bankruptcy Co-Counsel FREIGHT TECHNOLOGIES: Liquidity Condition Raises Substantial Doubt GCM GROSVENOR: Moody's Hikes CFR to Ba1 & Alters Outlook to Stable H-FOOD HOLDINGS: Hires Deloitte Tax as Tax Services Provider HARVEY CEMENT: Seeks to Hire SVN Chicago as Real Estate Broker HIGH PLAINS RADIO: Court OKs Interim Use of Cash Collateral HYPHA LABS: Inks Amended Consulting Pact With CEO-Owned Duck's Nest ILEARNINGENGINES INC: U.S. Trustee Unable to Appoint Committee IM3NY LLC: New York Lithium Gigafactory Ends Up in Chapter 11 IM3NY LLC: Runs Out of Cash, Pursues Bankruptcy Sale IM3NY LLC: Runs Out of Funds, Files for Chapter 11 Bankruptcy IMAC HOLDINGS: Financial Condition Raises Going Concern Doubt INDUSTRIAL RESOURCE: Taps Joyce Carmody & Moran as Special Counsel INRI LANDSCAPE: Gets Interim Approval to Use Cash Collateral INTERNATIONAL PETROLEUM: Moody's Affirms 'B1' CFR, Outlook Stable IRECERTIFY LLC: Court Extends Access to Cash Collateral to July 31 ISLAND VIEW: Seeks to Hire Radius Group as Real Estate Broker JACKSON COURT: Seeks to Hire St. James Law as Bankruptcy Counsel JACKSON COURT: Taps Lee Hong Degerman Kang & Waimey as Counsel JERVOIS TEXAS: Case Summary & 30 Largest Unsecured Creditors JJK PROPERTIES: Gets Final OK to Use Cash Collateral JM CARTER: Court Extends Use of Cash Collateral Until Feb. 19 JOANN INC: Moody's Lowers CFR to Ca & Alters Outlook to Stable JOHAL BROTHERS: Seeks Approval to Hire RBSK Partners as Accountant JVK OPERATIONS: Seeks to Tap Silver Birch as Investment Banker KANSAI INC: Affiliate Seeks to Use Cash Collateral KC TRANSPORT: Sec. 341(a) Meeting of Creditors on February 21 KEMMER LLC: Seeks to Hire McClain Law Group as Bankruptcy Counsel KINGFISH HOLDING: Astra Audit & Advisory Raises Going Concern Doubt KOPIN CORP: Secures $50M Sales Agreement With Stifel Nicolaus KULR TECHNOLOGY: Increases Offering by $50M Under Craig-Hallum Pact LODGING ENTERPRISES: Plan Exclusivity Period Extended to March 24 LONERO ENGINEERING: Gets Interim OK to Use Cash Collateral LONG RIDGE: S&P Assigns Prelim 'B' Rating on Term Loan B and Notes LUKITAS INC: Gets Interim OK to Use Cash Collateral Until Feb. 7 M6 ETX II: Moody's Affirms 'B2' CFR & Alters Outlook to Positive MADISON 33 OWNER: Gets OK to Use Cash Collateral Until Feb. 19 MARK'S POOL: Case Summary & 20 Largest Unsecured Creditors MCNICHOLS TRUCKING: Seeks to Hire Craig M. Geno as Legal Counsel MERCURY INVESTMENTS: Gets Final OK to Use Cash Collateral MGPF INC: Has Deal on Cash Collateral Access MJM LANDSCAPE: Sec. 341(a) Meeting of Creditors on March 6 MODEL TOBACCO: Gets Interim OK to Use Cash Collateral Until Feb. 28 MP OCTOPUS: Court OKs Interim Use of Cash Collateral MULLEN AUTOMOTIVE: Reduces Net Loss to $505.8M for Fiscal 2023 NATIONWIDE EXPRESS: Seeks to Hire Copart Inc. as Auctioneer NEW AGE: Seeks to Hire Gutnicki LLP as Bankruptcy Counsel NEWBRIDGE ON THE CHARLES: Fitch Affirms 'BB+' IDR, Outlook Stable NEXUS BUYER: S&P Assigns 'B' Rating on Senior Secured Term Loan NIGHTFOOD HOLDINGS: Reports $764,611 Net Loss in Q1 FY25 ODI OLDCO: Committee Seeks to Hire Buchalter as Legal Counsel PAVMED INC: Receives Nasdaq Notice Regarding Low Stock Price PERSONAL LAWN: Seeks to Hires Phillips & Thomas as Legal Counsel PHOENIX EXTEND-A-SUITES: Seeks Chapter 11 Bankruptcy Protection PLASKOLITE PPC: Moody's Lowers CFR to Caa1, Outlook Negative RAILWORKS HOLDINGS: Moody's Affirms 'B1' CFR, Outlook Stable REALTRUCK GROUP: Moody's Alters Outlook on 'B3' CFR to Negative REITER BROTHERS: Hires Stiberman Law PA as Bankruptcy Counsel RETO ECO-SOLUTIONS: Signs Deal With Sunflower to Buy Two Businesses ROCKY MOUNTAIN: Gets Interim OK to Use Cash Collateral ROOME ENTERPRISES: Hires Grimshaw Law Group as Bankruptcy Counsel RYKIN PUMP: To Dispose Office Supplies to West Texas Office SALEM POINTE: Plan Filing Deadline Extended to June 30 SAVOR HOLDINGS: S&P Assigns 'B' ICR, Outlook Stable SEDONA VINEYARDS: Taps Russ Lyon Sotheby's International as Agent SILAS ENTERPRISE: Seeks Chapter 11 Bankruptcy Protection SINCLAIR TELEVISION: S&P Rates Sr. Secured First-Lien Notes 'B+' SKY DEVELOPMENT: Trustee Gets OK to Hire Nery Corp as Broker SNS OG LLC: Seeks to Extend Plan Filing Deadline to March 20 SOUTHERN AUTO PARTS: Case Summary & 20 Top Unsecured Creditors SOUTHERN POINT: Seeks to Hire Craig M. Geno as Bankruptcy Counsel SOUTHERN WAY: Seeks 45-Day Extension of Plan Filing Deadline STEWARD HEALTH: Seeks to Extend Plan Exclusivity to April 7 STOLI GROUP: Gets Final OK to Use Cash Collateral STONEPEAK NILE: S&P Assigns 'BB' ICR, Outlook Stable SURGERY CENTER: Hires Stiberman Law PA as Bankruptcy Counsel SYNDIGO LLC: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable TACONY ACADEMY: S&P Lowers 2023 School Revenue Bond Rating to 'BB' TOWNSQUARE MEDIA: Moody's Rates New Secured First Lien Loans 'B2' TRINSEO PLC: Moody's Appends 'LD' Designation to 'Caa2-PD' PDR TRINSEO PLC: S&P Raises ICR to 'CCC+' on Distressed Exchange TSB VENTURES: Seeks to Tap Sternberg Naccari & White as Counsel URBAN CHESTNUT: Seeks to Hire Sandberg Phoenix as Special Counsel VITAL PHARMACEUTICALS: Fla. Judge Faces Bias Allegations in Ch. 11 WELCOME GROUP: Seeks to Hire Integra Realty as Appraiser WESTFALL ENTERTAINMENT: U.S. Trustee Unable to Appoint Committee WILLIAM LAY: Gets Interim OK to Use Cash Collateral WILLIAM LAY: Seeks to Hire DeMarco-Mitchell as Legal Counsel ZIFF DAVIS: Moody's Upgrades CFR to Ba3, Outlook Remains Stable ********* 13 ADAMS STREET: Hires Penachio Malara LLP as Bankruptcy Counsel ---------------------------------------------------------------- 13 Adams Street LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Penachio Malara, LLP as counsel. The firm will render these services: (a) assist in the administration of its Chapter 11 proceeding, the preparation of operating reports and complying with applicable law and rules; (b) review claims and resolve claims which should be disallowed; and (c) assist in reorganizing and confirming a Chapter 11 plan or implementing an alternative exit strategy. The firm's counsel and staff will be paid at these hourly rates: Francis Malara, Attorney $495 Anne Penachio, Attorney $545 Paralegal $200 The firm received a retainer of $10,000 exclusive of filing fee from the Debtor. Ms. Penachio 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: Anne Penachio, Esq. Penachio Malara, LLP 245 Main Street-Suite 450 White Plains, NY 10601 Telephone: (914) 946-2889 About 13 Adams Street LLC 13 Adams Street LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-23096) on Dec. 17, 2024, listing $1,000,001 to $10 million in both assets and liabilities. Judge Sean H Lane presides over the case. Anne J. Penachio, Esq. at Penachio Malara LLP represents the Debtor as counsel. 13 ADAMS: Seeks to Use Cash Collateral -------------------------------------- 13 Adams Street, LLC asked the U.S. Bankruptcy Court for the Southern District of New York, for authority to use cash collateral. The company's primary asset is the property at 13 Adams Street, Bedford Hills, N.Y. The property is a multi-use building approximately 3,600 square feet in size. The property is encumbered by a mortgage lien held by Northeast Bank. Approximately $2.7 million is due to Northeast, which holds as additional collateral a mortgage on the property at 17 Adams Street, Bedford Hills, N.Y. Due to setbacks in the economy, the company's rent roll has been considerably lower than anticipated. There have been periodic vacancies in both properties. When the company was no longer able to make payments to Northeast, it commenced a foreclosure action in New York State Supreme Court. It also imposed a default rate of interest which made payments onerous. The company's goal is to sell the property at 17 Adams and paydown the amounts due to Northeast and thereafter to refinance the remaining debt or negotiate a payment plan with Northeast. The interests of all secured lenders are adequately protected inasmuch as they are receiving replacement liens and security interests in the company's post-petition assets to the same extent, validity and priority as existed prior to the petition date. Further, pursuant to the proposed budget, the company can make adequate protection payments to Northeast in the amount of $4,000 per month. A hearing on the matter is set for Feb. 11. Northeast Bank is represented by: Eloy A. Peral, Esq. Windels Marx Lane & Mittendorf, LLP 156 West 56th Street New York, New York 10019 Telephone: (212) 237-1000 Fax: (212) 262-1215 Email: eperal@windelsmarx.com About 13 Adams LLC 13 Adams, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). 13 Adams sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-23096) on December 17, 2024, with assets between $1 million and $10 million and liabilities between $1 million and $10 million. Nuo Camaj, the company's manager, signed the petition. Judge Sean H. Lane handles the case. 13 Adams is represented by Anne Penachio, Esq., at Penachio Malara, LLP. 2626 PENN: Seeks to Sell Washington Property at Auction ------------------------------------------------------- 2626 Penn LLC seeks permission from the U.S. Bankruptcy Court for the District of Columbia, to sell substantially all of its Assets to the highest and best bidder, free and clear of liens, claims, encumbrances, and other interests. The Debtor's asset that is up for sale is located at 2626 Pennsylvania Avenue, NW, Washington DC 20037 along with certain property located at and/or used in connection with the Property. The Debtor's Property is a 5-story, 34,000 square foot office building located in the West End submarket of the District of Columbia, just blocks from the White House and the Kennedy Center, fronting on Rock Creek Park at the gateway to historic Georgetown. The Debtor is also the owner of certain personal property located at or used in connection with the Property, including the Debtor's interest in furniture, fixtures, equipment and certain intangible personal property. MainStreet Bank asserted a secured claim against the Debtor and the Property in the amount of $12,604,273.61. The Debtor is also indebted to the District of Columbia on account of outstanding real property taxes in an amount not less than $510,659.96. Other than MainStreet Bank and the District of Columbia, the Debtor is not aware of the existence of other Secured Claims. The Debtor employs Marcus & Millichap Real Estate Investment Services of North Carolina, Inc. as its real estate broker. The Property has been appraised by at least three different qualified appraisers, who have opined the "as is" appraised value of the Property ranging from $12,400,000 to $17,500,000. The Debtor says that it is in the best interest of the bankruptcy estate to permit interested parties to conduct due diligence such that any Stalking Horse Bid not be contingent on due diligence or financing. The Debtor intends to market the Property for approximately 30 to 45 days, followed by a Court approved Auction to determine the highest and best offer. The Debtor invites all interested parties to submit Bids to purchase the Assets. At closing on or before April 25, 2025, the Debtor will transfer the Assets to the Purchaser, free and clear of all liens, claims, interests, and encumbrances of every kind. The Debtor anticipates a purchase price of at least $12,000,000, notwithstanding, he Sale of the Assets will be subject to the highest and best offer obtained at the Auction. Marcus & Millichap is due a commission of between 1.75% and 2.50% of the Purchase Price. In the event the Debtor selects a Stalking Horse Bidder pursuant to approved Bid Procedures, the sale to an alternate purchaser will result in a Break-Up Fee due to the Stalking Horse Purchaser in the amount of up to $125,000, paid at closing from the sale proceeds of the alternate transaction. Unless the Debtor is able to consummate a Sale through the process in the Bid Procedures, the Assets could be subject to a forced liquidation by MainStreet Bank. The Debtor submits that the competitive sale process is in the best interest of the Debtor, its estate and creditors. About 2626 Penn LLC 2626 Penn LLC is the owner of real property located at 2626 Pennsylvania Avenue, N.W., Washington DC 20037 having an appraised value of $17.5 million. 2626 Penn LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 24-00345) on October 16, 2024. In the petition filed by Phil Kang, as authorized representative, the Debtor reports total assets of $17,526,583 and total liabilities of $17,361,619. The Honorable Bankruptcy Judge Elizabeth L. Gunn handles the case. The Debtor is represented by Craig M. Palik, Esq. at MCNAMEE HOSEA, P.A. 737 N. LA BREA: Seeks Bankruptcy Protection in California --------------------------------------------------------- On January 27, 2025, 737 N. La Brea LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Central District of California. According to court filing, the Debtor reports between $10 million and $50 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About 737 N. La Brea LLC 737 N. La Brea LLC operates in the real estate sector. 737 N. La Brea LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No.: 25-10567) on January 27, 2025. In its petition, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Honorable Bankruptcy Judge Barry Russell handles the case. The Debtor is represented by: James E. Till, Esq. TILL LAW GROUP 120 Newport Center Dr. Newport Beach, CA 92660 Tel: 949-524-4999 Email: james.till@till-lawgroup.com ACCURIDE CORP: In Talks as Lenders Threaten to Cut Cash Collateral ------------------------------------------------------------------ Dorothy Ma of Bloomberg Law reports that Accuride is working with its lenders to reach an agreement after receiving notice of termination for its use of cash collateral, a lawyer said during a court hearing on January 27. Ryan Bennett, an attorney with Kirkland & Ellis LLP representing Accuride, noted that the company remains in a "remedies period" before the termination is fully enforced. During this time, the company can use cash for limited, designated purposes as permitted by a court order, the report states. Accuride intends to hold discussions with its lenders to "provide clarity on the path forward," Bennett said. About Accuride Corp. Accuride Corporation and its affiliates are a global leader in steel and aluminum wheels and wheel-end components and assemblies, supplying innovative products to over 1,000 customers in the commercial vehicles, passenger cars, agriculture, construction and industrial equipment markets. Headquartered in Livonia, Michigan, the Debtors are part of a global enterprise that employs approximately 3,600 individuals at facilities in the United States, Canada, Mexico, Germany, France, Turkey, Russia, and China. Accuride's U.S. entities first filed for Chapter 11 protection in October 2009, also in Delaware, to restructure in excess of $675 million in debt. The Court confirmed the Company's Plan of Reorganization in February 2010. On Oct. 9, 2024, Accuride Corp. and its U.S. entities filed voluntary petitions for protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12289). Accuride reported $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. In the new Chapter 11 cases, the Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP, as local bankruptcy counsel; Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; Perella Weinberg Partners LP as investment banker; and Deloitte & Touche LLP as independent auditor. Alvarez & Marsal North America, LLC is the CRO provider and Omni Agent Solutions is the claims agent. On Dec. 10, 2024, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped McDermott Will & Emery LLP as counsel. AKOUSTIS TECHNOLOGIES: Taps Stroz as Digital Service Providers -------------------------------------------------------------- Akoustis Technologies, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Stroz Friedberg, LLC and Technology Concepts & Design, Inc. (TCDI) as digital service providers. Stroz will provide these services: (a) provide data preservation and forensic analysis services; (b) preserve the Debtors' data and provide the preserved data to TCDI; (c) conduct a forensic investigation therein to further identify and isolate the Enjoined Information; (d) conduct appropriate forensic remediation to remove the Enjoined Information from use by Akoustis, while preserving evidence and forensic copies thereof for use in the Qorvo Litigation or these Chapter 11 cases as needed; and (e) conduct investigation and prepare oral and written reports of its findings, which will serve as expert analyses in these Chapter 11 cases. TCDI will provide these services: (a) provide e-Discovery services to the Debtors; (b) provide data deduplication and processing services; (c) host data, process, cull, run search terms, utilize applicable analytic and AI solutions, and engage in high-level review of the results; (d) compile the Debtors' data and information into accessible formats, isolate and provide outputs to assist with the removal of files and data known to be affected by the Enjoined Information; and (e) process the streamlined information through e-Discovery tools—include artificial intelligence tools—to further identify other infected data and information. Stroz's hourly rates range from $110 to $1,250, while TCDI's hourly rates range $42 to $725. In addition, firms will seek reimbursement for expenses incurred. Stroz received a retainer of $350,000 and TCDI received a retainer of $300,000 from the Debtors. The firms represent no interest adverse to the Debtors or to the estates on the matters upon which they are to be engaged. The firms can be reached at: Stroz Friedberg, LLC 1 Liberty Plz., Ste. 3201 New York, NY 10006 - and - Technology Concepts & Design, Inc. 4508 Weybridge Ln. Greensboro, NC 27407 Telephone: (888) 923-2880 About Akoustis Technologies Akoustis Technologies, Inc. -- http://www.akoustis.com/-- is a high-tech BAW RF filter solutions company that is pioneering next-generation materials science and MEMS wafer manufacturing to address the market requirements for improved RF filters -- targeting higher bandwidth, higher operating frequencies and higher output power compared to legacy polycrystalline BAW technology. The Company utilizes its proprietary and patented XBAW(R) manufacturing process to produce bulk acoustic wave RF filters for mobile and other wireless markets, which facilitate signal acquisition and accelerate band performance between the antenna and digital back end. Superior performance is driven by the significant advances of poly-crystal, single-crystal, and other high purity piezoelectric materials and the resonator-filter process technology which enables optimal trade-offs between critical power, frequency and bandwidth performance specifications. Akoustis owns and operates a 125,000 sq. ft. ISO-9001:2015 registered commercial wafer-manufacturing facility located in Canandaigua, NY, which includes a class 100 / class 1000 cleanroom facility -- tooled for 150-mm diameter wafers -- for the design, development, fabrication and packaging of RF filters, MEMS and other semiconductor devices. Akoustis is headquartered in the Piedmont technology corridor near Charlotte, North Carolina. Akoustis and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 24-12796) on Dec. 16, 2024. Akoustis disclosed $53,371,000 in total assets against $122,586,000 in total debt as of Sept. 30, 2024. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped K&L Gates, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel. Raymond James & Associates, Inc. as investment banker; Getzler Henrich & Associates, LLC as financial advisor; and C Street Advisory Group as strategic communications advisor. Stretto is the claims agent and has launched the page https://cases.stretto.com/Akoustis. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. ALABAMA STATE UNIVERSITY: Moody's Affirms Ba1 Revenue Bond Ratings ------------------------------------------------------------------ Moody's Ratings has revised Alabama State University's (ASU) outlook to positive from stable and affirmed the university's Baa3 issuer and general tuition & fee revenue bonds as well as the Ba1 lease revenue bond ratings. The university had approximately $44 million outstanding debt based on fiscal year end September 30, 2023. The revision of Alabama State University's outlook to positive from stable reflects improved and ongoing strong state supports that aids in funding of deferred maintenance and translates to EBIDA margins in the high-teens. The revision also incorporates measured gains in total cash and investments including liquidity. RATINGS RATIONALE Affirmation of Alabama State University's Baa3 issuer rating reflects its status as a minority serving institution and its role as a regional provider of affordable public higher education. Additionally, ongoing state support through one time appropriations such as $12.6 million received in 2024 to fund deferred maintenance and technology provide an external source of capital funding resulting in a low debt burden. Further, good financial strategy and fiscal oversight underpins management credibility, further evidenced by maintenance of EBIDA margins in the high-teens and growth of wealth and liquidity. Offsetting factors include associated risks with a currently contemplated 500-bed residential housing facility. The affirmation of the Baa3 general tuition and fee revenue bond rating incorporates the issuer rating and the broad nature of the revenue pledge. The Ba1 affirmation of the Series 2005 lease revenue bonds reflects the issuer rating as well as the unsecured interest in the university's general revenues, which effectively subordinates bondholders to secured creditors and lack of debt service reserve fund, balanced by the essentiality of the energy savings project and assets. RATING OUTLOOK The positive outlook reflects ongoing improved capital and operational support by the State of Alabama that provides the university the flexibility to fund deferred maintenance and offset ongoing expense pressures. Further reflected in the outlook is ongoing prospects for enrollment increases in the near term driven by programmatic expansion, reputational brand strengthening and additional partnership pathways. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Strong financial support from the State of Alabama fosters operating stability -- Improved debt and leverage profile, driven largely by loan forgiveness in fiscal 2021 -- Regional importance as a historical minority serving institution in Alabama's capital city of Montgomery FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Limited ability to materially increase tuition and fees amid challenging student market -- Enrollment pressures driven by heightened competition and regional demographics -- Low capital spending and rising age of plant, to nearly 17 years in fiscal 2032, signals deferred maintenance and potential capital funding needs LEGAL SECURITY The general tuition and fee revenue bonds are secured by the university's tuition and housing revenue (Pledged Revenues). ASU may issue additional bonds on a parity basis under this pledge as long as the future issue is for facilities improvements and passes the additional bonds test. For the ABT, pledged revenue to MADS must be no less than 1.2x and MADS may not exceed 12% of Total Current Funds Revenues. Repayment of the lease revenue bonds is a general unsecured obligation of the University under a lease agreement with The Public Educational Building Authority of the City of Montgomery. Under the lease, the University pledges to make lease payments from its general revenues, excluding state appropriations. The issuing Authority will also mortgage the Project to the Trustee as security for payment, although due to the limited market value of the Project, Moody's do not view the mortgage as enhancing bondholder security. PROFILE Alabama State University is a four year public higher education institution offering undergraduate, graduate and doctoral degrees. ASU is one of 107 US historically black college and universities (HBCU), which was established in 1867 and located in the state capital of Montgomery. In fiscal 2023, the university recorded operating revenue of $165 million. In fall 2024 the university enrolled 3,883 full-time equivalent (FTE) students, a 6% increase over prior year. METHODOLOGY The principal methodology used in these ratings was Higher Education published in July 2024. AMERICAN RESIDENTIAL: Moody's Rates New First Lien Loans 'B2' ------------------------------------------------------------- Moody's Ratings affirmed American Residential Services L.L.C.'s (ARS) B2 corporate family rating and B2-PD probability of default rating. At the same time, Moody's assigned a B2 rating to the new $585 million senior secured first lien term loan due 2032 and new $135 million senior secured first lien revolving credit facility due 2030. The outlook remains negative. ARS's refinancing transaction will create a first lien capital structure and improve the company's debt maturity profile. Although credit metrics have shown some improvements in 2024, benefiting from management's actions to right size its cost structure, leverage and interest coverage will likely remain weak for its rating category through 2025. Moody's expect debt-to-EBITDA (Moody's adjusted) of around 6.0x and EBITDA-to-interest expense close to 1.0x in 2024 and debt-to-EBITDA comfortably below 6.0x and interest coverage of around 1.3x in 2025. The negative outlook reflects the execution risk of reaping the benefits of recent cost cutting initiatives and strengthening weak credit metrics, while enduring the underlying risks of seasonality and potential volatility in weather conditions. RATINGS RATIONALE ARS's B2 CFR benefits from the company's scale and geographic diversity in a fragmented industry, which provides a supply chain advantage and an ability to manage its product pricing. The company is entrenched with big box retailers and has a solid platform on which to expand and increase its business lead opportunities. The majority of ARS's revenue is derived from non-discretionary residential HVAC and plumbing end markets. Furthermore, as a servicer and distributor, ARS has an asset-lite business model requiring minimal capital expenditures. ARS' ability to generate modest amounts of positive free cash flow despite a high leverage and weak interest coverage is a key credit strength. The B2 CFR is constrained by the company's aggressive financial policy that includes high leverage and a growth through acquisition strategy. While the company has shown a track record of successful acquisition integration, execution risk is elevated. In addition, ARS's credit metrics have been weak for its rating category in 2023 and 2024, due to unfavorable market conditions and the company's over estimation of market demand. As a result, a multi-year operational efficiency plan has been initiated in 2024. Credit metrics have started to gradually improve but a continued focus on improving profitability and cash flow generation is necessary in order to improve credit metrics to levels more consistent with a B2 rating. Furthermore, ARS's end markets experience seasonality and are susceptible to volatile weather conditions that can negatively impact financial results. Pro forma this transaction, ARS has good liquidity, which includes only $5 million of borrowings on a new $135 million revolving credit facility expiring in 2030, and around $11 million of cash. Capital expenditures are less than 5% of revenue and Moody's expect the company to generate free cash flow of around $10 in each of 2024 and 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if ARS' debt-to-EBITDA remains above 6.0x, EBITA-interest expense approaches 1.0x, or liquidity deteriorates, including expectations for negative free cash flow. The ratings could be upgraded if ARS' debt-to-EBITDA is sustained below 5.0x, EBITA margin nears 15%, retained cash flow to net debt approaches 15%, and the company maintains good liquidity. Headquartered in Memphis, Tennessee, American Residential Services L.L.C. is one of the largest providers of HVAC, plumbing, sewer, drain cleaning, and energy efficiency services in the United States. For the last twelve months ended September 30, 2024, the company generated $1.3 billion in revenue. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. AS SPECIFIED: Court Denies Bid to Use Cash Collateral ----------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida issued a final order denying As Specified, Inc.'s motion to use cash collateral. The court denied the motion as moot following confirmation of the company's Subchapter V plan of reorganization. The company's use of cash will be governed by the plan, which was confirmed on Jan. 21. About As Specified As Specified, Inc., doing business as Indon International, specializes in the manufacturing of custom case goods and seating for 3 to 5-star hospitality projects worldwide. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-04465) on August 23, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Rick J. Gursky, sole shareholder, signed the petition. Judge Tiffany P. Geyer presides over the case. The Debtor is represented by: Daniel A Velasquez Latham, Luna, Eden & Beaudine, LLP Tel: 407-481-5800 Email: dvelasquez@lathamluna.com ASHER HOMES: Seeks to Hire Brown Law Firm as Bankruptcy Counsel --------------------------------------------------------------- Asher Homes LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Oklahoma to employ Brown Law Firm, PC as its counsel. The firm will render these services: (a) negotiate allowed claims and treatment of creditors; (b) advise and prepare legal documents and pleadings concerning claims of creditors, post-petition financing, executing contracts, sale of assets, insurance, etc; (c) represent the Debtor in hearings and other contested matters; (d) formulate a disclosure statement and plan of reorganization; and (e) perform all other matters needed for reorganization. The firm's counsel and staff will be paid at these hourly rates: Ron D. Brown, Attorney $350 Associate Work $300 Paralegal $75 The firm received a prepetition retainer of $10,155.50 which includes includes attorney fees of $8,417.50 and a filing fee of $1,738 from the Debtor. Mr. Brown 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: Ron D. Brown, Esq. Brown Law Firm, PC 1609 East 4th Street Tulsa, OK 74120 Telephone: (918) 585-9500 Facsimile: (866) 552-4874 Email: ron@ronbrownlaw.com About Asher Homes LLC Asher Homes LLC specializes in owning and managing real estate properties, including subdivision lots in Broken Arrow, Tulsa, Jenks, Bixby, and Owasso, Oklahoma, with a total current value of $12.72 million. Asher Homes filed its voluntary petition for protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Okla. Case No. 24-10067) on January 20, 2025. In the petition signed by Daniel Ruhl, president, the Debtor disclosed $12,736,760 in total assets and $11,688,091 in total liabilities. Judge Terrence L. Michael oversees the case. Ron D. Brown, Esq., at Brown Law Firm, PC serves as the Debtor's counsel. ASHLEY SELMAN: Seeks to Hire Craig M. Geno as Legal Counsel ----------------------------------------------------------- Ashley Selman Farms Partnership seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to employ the Law Offices of Craig M. Geno, PLLC as counsel. The firm will provide these services: (a) advise and consult with the Debtor regarding questions arising from certain contract negotiations which will occur during the operation of business; (b) evaluate and attack claims of various creditors who may assert security interests in the assets and who may seek to disturb the continued operation of the business; (c) appear in, prosecute, or defend suits and proceedings, and take all necessary and proper steps and other matters and things involved in or connected with the affairs of the estate of the Debtor; (d) represent the Debtor in court hearings and assist in the preparation of legal papers and documents as may be necessary in this proceeding; (e) advise and consult with the Debtor in connection with any reorganization plan which may be proposed in this proceeding and any matters concerning it which arise out of or follow the acceptance or consummation of such reorganization or its rejection; and (f) perform such other legal services on behalf of the Debtor as they become necessary in this proceeding. The hourly rates of the firm's counsel and staff are as follows: Craig Geno, Attorney $500 Associates $275 Paralegal $250 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $26,787 which includes $1,738 filing fee. Mr. Geno 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: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 601 Renaissance Way, Suite A Ridgeland, MS 39157 Telephone: (601) 27-0048 Facsimile: (601) 427-0050 Email: cmgenocmgenolaw.com About Ashley Selman Farms Partnership Ashley Selman Farms Partnership is a privately-held company operating in the oilseed and grain farming industry. Ashley Selman Farms Partnership sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Miss. Case No. 25-10118) on January 17, 2025. In its petition, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. The Law Offices of Craig M. Geno, PLLC represents the Debtor as counsel. ATHENA MEDICAL: Trustee Taps Dorsey & Whitney as Special Counsel ---------------------------------------------------------------- James E. Cross, the Trustee for Athena Medical Group, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Dorsey & Whitney LLP, as his special litigation counsel with respect to the Trustee's objection to the claim of Emerald Medical Billing, LLC. The firm will assist the trustee relating to the Emerald Claim and the its objection to the Emerald Claim. Dorsey's current hourly rates range from $430 to $785. Dorsey received a $200,000 advance retainer. Isaac M. Gabriel, Esq., a partner at Dorsey & Whitney LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Isaac M. Gabriel, Esq. Michael Galen, Esq. Alissa Brice Castaneda, Esq. Dorsey & Whitney LLP 2325 E Camelback Rd, Ste 300 Phoenix, AZ 85016 Email: Gabriel.isaac@dorsey.com Galen.michael@dorsey.com Castaneda.Alissa@dorsey.com About Athena Medical Group, LLC Athena Medical Group, LLC -- https://athenamedgroup.com/ -- provides primary care, transitional care, chronic care management, remote patient monitoring, and telehealth services. The company is based in Phoenix, Ariz. Athena Medical Group filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-01635) on March 16, 2023, with total assets of $3,843,022 and total liabilities of $12,707,798. James E. Cross has been appointed as Subchapter V trustee. Judge Brenda K. Martin oversees the case. The Debtor tapped the Law Office of Mark J. Giunta as bankruptcy counsel; and Ball, Santin & McLeran and Simmons & Gottfried, PLLC, as special counsels. ATP TOWER: Moody's Rates New $$550MM Senior Secured Notes 'Ba3' --------------------------------------------------------------- Moody's Ratings has assigned a Ba3 rating to ATP Tower Holdings, LLC's proposed up to $550 million senior secured notes due in 5 to 7 years. The outlook is stable. The proposed issuance is part of ATP's liability management strategy and proceeds will be used to fund a tender offer for ATP's senior secured notes due 2026, repay all existing debt and the amount drawn under the revolving credit facility, to fund the company's expansion plan, and for general corporate purposes. This action aligns with Moody's expectations that the company would proactively address its 2026 bond maturity and that its liability management plan would not raise leverage above the 7 times downgrade trigger. The proposed notes will be issued by ATP Tower Holdings, LLC, Andean Tower Partners Colombia S.A.S., Andean Telecom Partners Peru S.R.L. and Andean Telecom Partners Chile SpA, ATP Fiber Colombia SAS, Redes de Fibra del Peru S.R.L. and ATP Fiber Chile SpA as co-issuers and will benefit from the guarantee of ATP, as well as a pledge over the shares of the guarantors. The rating of the proposed notes assumes that the final transaction documents will not be materially different from draft legal documentation reviewed by us to date and assume that these agreements are legally valid, binding and enforceable. RATINGS RATIONALE The Ba3 CFR considers ATP's business model that provides high cash flow visibility from long-term, non-cancelable, take-or-pay contracts containing escalators to compensate for inflation. The rating also considers ATP's geographic diversification in Chile (Government of Chile, A2 stable), Colombia (Government of Colombia, Baa2 negative) and Peru (Government of Peru, Baa1 stable). Operations in these countries provide sound long-term fundamentals for growth because of demand for wireless connectivity and the low penetration rates in the region. ATP also benefits from its experienced management and strong sponsors who have supported the company's growth through several equity injections since inception. The rating is constrained by the company's small scale compared with rated peers and reflected in its relatively low number of towers — 4,385 as of year-end 2023. The rating also takes into account the expectation that the company will continue to post negative free cash flow (FCF) over the next two years due to deployment of growth capex, estimated at around $100 million per year. ATP's current debt profile comprises $375 million in senior secured notes due in 2026 and an additional $135 million in local bank debt, maturing in 2025. Moody's expect proceeds from the issuance will be used to clear all existing debt, including the $28 million balance drawn under the existing $120 million committed revolving credit facility (RCF), thereby restoring the facility to full availability and extending its maturity to from 2026 to 2028. The remaining proceeds will be retained as cash, which, with the fully restored RCF facility, should bolster liquidity. ATP's liquidity risk is low because of the discretionary nature and contractually tied deployment of its capital expenditure. As of September 2024, ATP had $10 million in cash and $92 million in credit available from the RCF. Post-issuance, ATP's capital structure will be made up of a maximum of $550 million in senior secured notes, maturing in 5 to 7 years. The stable outlook reflects Moody's expectation that ATP will be able to execute its growth plan, integrate business and continue expanding into the fiber business while maintaining Moody's adjusted leverage below 7 times and an adequate liquidity. Pro-forma for the execution of its liability management plan, Moody's expect Moody's adjusted leverage to close 2024 at around 4.6x, down from 4.8x at year-end 2023. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward rating pressure is limited over the near term. However, the rating could be upgraded over time if ATP is able to increase its operating scale while maintaining its market position as one of the top three neutral infrastructure providers in the markets in which it operates. Quantitatively, an upgrade would be considered if the company reduces its Moody's adjusted leverage to below 5 times on a sustained basis while maintaining an adequate liquidity. ATP's ratings could be downgraded if the company choses to expand its operations into countries with weaker economic environments or higher political risk, which is not currently envisaged by management. A deterioration in the credit profile of its main tenants could also lead create negative pressure on the ratings. A deterioration in ATP's liquidity profile or credit metrics, such that Moody's adjusted debt to EBITDA is sustained above 7x could also lead to a downgrade. The principal methodology used in these ratings was Communications Infrastructure published in February 2022. ATP is an independent tower company with operations in Chile, Colombia and Peru, and is one of the top three independent tower operators in each of these countries. Established as Torres Unidas in 2012, it was bought in 2017 by a consortium of investors, including Interconexion Electrica S.A. E.S.P. (Baa2 stable) and DigitalBridge, among others. In the past two years, the company's revenue and EBITDA grew 30%. For the 12 months ending in September 2024, ATP reported net revenue of $145 million and Moody´s adjusted EBITDA of $121 million. AVINGER INC: Adjourns Special Meeting Until Feb. 5, 2025 -------------------------------------------------------- Avinger, Inc., filed a Form 8-K with the Securities and Exchange Commission, disclosing that on January 24 it held its previously announced Special Meeting of Stockholders. However, the Company did not achieve a quorum and therefore was unable to transact business at the meeting. Pursuant to the Company's bylaws, if a quorum is not present or represented at any meeting of the stockholders, the chairperson of the meeting has the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. Accordingly, the Special Meeting was adjourned to Feb. 5, 2025, at 1:00 PM Pacific Time. The adjourned meeting will be held at the Company's offices at 400 Chesapeake Drive, Redwood City, California 94063. At the adjourned Special Meeting on Feb. 5, 2025, stockholders will be deemed to be present in person and vote at such adjourned meeting in the same manner as disclosed in the definitive proxy statement the Company filed with the SEC on Dec. 23, 2024. Valid proxies submitted prior to the reconvened Special Meeting will continue to be valid for the upcoming reconvened Special Meeting, unless properly changed or revoked prior to votes being taken at such reconvened Special Meeting. About Avinger Inc. Headquartered in Redwood City, Calif., Avinger, Inc. -- http://www.avinger.com-- is a commercial-stage medical device company that designs, manufactures, and sells real-time high-definition image-guided, minimally invasive catheter-based systems that are used by physicians to treat patients with peripheral artery disease ("PAD"). Patients with PAD have a build-up of plaque in the arteries that supply blood to areas away from the heart, particularly the pelvis and legs. The Company's mission is to significantly improve the treatment of vascular disease through the introduction of products based on its Lumivascular platform, the only intravascular real-time high-definition image-guided system available in this market. San Francisco, Calif.-based Moss Adams LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 20, 2024, citing that the Company's recurring losses from operations and its need for additional capital, raise substantial doubt about its ability to continue as a going concern. The Company has incurred significant losses in each period since its inception in 2007. The Company reported net losses of $18.3 million in 2023 and $17.6 million in 2022. As of Dec. 31, 2023, the Company had an accumulated deficit of approximately $420.7 million. These losses and its accumulated deficit reflect the substantial investments it has made to develop its Lumivascular platform and acquire customers. "We expect our losses to continue for the foreseeable future as we continue to make significant future expenditures to develop and expand our business. In addition, as a public company, we will continue to incur significant legal, accounting and other expenses. Accordingly, we cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will sustain profitability. Our failure to achieve and sustain profitability would negatively impact the market price of our common stock," stated Avinger in its 2023 Annual Report. AVISON YOUNG: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative ------------------------------------------------------------------- Moody's Ratings downgraded Avison Young (Canada) Inc.'s corporate family rating to Caa1 from B3 and probability of default rating to Caa1-PD from B3-PD. Moody's also downgraded the senior secured facilities as follows: the first-out term loan to B1 from Ba3, the second-out term loan to Caa1 from B3, and the third-out term loan to Caa2 from Caa1. The outlook was changed to negative from stable. The rating actions follow the company's weaker than expected performance in 2024 due to weak market trends and Moody's expectation that Avison Young's financial metrics, in particular debt/EBITDA, will remain weaker than Moody's previously anticipated through 2025. RATINGS RATIONALE Avison Young's Caa1 CFR reflects the company's ongoing high debt/EBITDA (Moody's adjusted, excluding preferred shares) which Moody's expect will exceed 10x for full-year 2024, as well as the low visibility regarding a turnaround in the commercial real estate ("CRE") transaction environment, that could lead to sustained improvements in Avison Young's performance. The Caa1 rating also reflects the company's small scale, and resulting inherent earnings volatility, relative to CRE services peers and, more broadly, the rated business services universe. Avison Young's CFR also reflects Moody's views that while the market has remained subdued, interest rates easing in the later part of 2024 will lead to some improved leasing and transaction volumes. Transaction-based revenues are lumpy and prone to cyclicality in line with CRE activity cycles. Although the company has focused on growing less cyclical segments of its business in the past few years, transaction-based services continue to represent around 60% of total revenues. Avison Young's high exposure to the CRE cycle, as well as its small scale, contributed to declining performance, which started in the second half of 2022 as interest rate hikes, rising inflation and macro-economic concerns led to a slow-down in real estate transactions. The subdued activity persisted through 2023 and led to leverage (Moody's adjusted, excluding preferred shares) increasing to close to 20x. The negative outlook reflects Moody's concerns over Avison Young's credit metrics, in particular leverage, given the still muted performance of its leasing brokerage, sales brokerage and capital markets segments. Avison Young's liquidity profile is weak. As of September 30, 2024, the company had total liquidity sources of $31.4 million, including $13.3 million of unrestricted cash and $18.1 million of available under its revolver. Interest on the second- and third-out facilities can be paid in kind (PIK) through 2025 as liquidity is below $75 million, but will revert to cash in 2026. The asset backed lending facility contains one minimum EBITDA covenant, to be tested if utilization exceeds 55%. The company has maintained low cushion against this covenant and sought a covenant waiver for its November 2024 certification; the waiver will be in place till August 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given its small scale and highly cyclical business, a ratings upgrade would be predicated on the company's increase in scale and greater diversification away from transaction-based activities. In addition, ratings could be upgraded should leverage decline materially below 6x on a sustained basis, and liquidity improve with RCF/Net Debt above 7.5%. The ratings could be downgraded should Avison Young's liquidity deteriorate, or should the company's leverage remain materially above 8x on a sustained basis by year end 2025. Avison Young (Canada) Inc. is the largest principal-owned and led commercial real estate services firm in the world, with approximately 5,000 real estate professionals in 100+ offices across 17 countries offering a full range of asset-level, investment, data and technology services to occupiers, owners, investors and the public sector in office, retail, industrial, multi-family, hospitality and other types of commercial real estate. Avison Young is headquartered in Toronto, Canada, and has 100+ offices including affiliates in North America, Europe, Asia, the Middle East and Africa. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. BOOKS INC: Bookstore Chain Receives Chapter 11 Lifeline ------------------------------------------------------- Emlyn Cameron of Law360 reports that on January 27, a California bankruptcy judge approved several first-day motions to help Books Inc., California's oldest independent bookstore chain, navigate its Chapter 11 bankruptcy. The company filed for bankruptcy to address the financial strain caused by high rent and declining profits in the aftermath of the COVID-19 pandemic, the report states. About Books Inc. Books Inc. founded in 1851 during the California Gold Rush, is the oldest independently owned bookstore in the western United States and operates eleven brick-and-mortar stores in the Bay Area. In addition to its physical locations, the Company runs an online store, offering a mix of direct shipping and in-store pickup for customers. The Company also fosters strong community engagement, hosting hundreds of author events, book clubs, and other activities each year. Books Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 25-40087) on January 20, 2025. In the petition filed by Andrew Perham, as CEO, the Debtor reports total assets of $3,283,300 and total liabilities of $5,161,574. Honorable Bankruptcy Judge William J. Lafferty handles the case. The Debtor is represented by: Stephen Finestone, Esq. FINESTONE HAYES LLP 456 Montgomery St San Francisco CA 94104 Tel: (415) 421-2624 E-mail: sfinestone@fhlawllp.com BOOKS INC: Gets Interim OK to Use Cash Collateral Until Feb. 19 --------------------------------------------------------------- Books Inc. received interim approval from the U.S. Bankruptcy Court for the Northern District of California, Oakland Division, to use cash collateral until Feb. 19. The company requires the use of cash collateral to manage the administration of its Chapter 11 case and support the continuity of its operations. The creditors that assert an interest in the company's cash collateral are Commercial Bank of California, successor by merger with Community Bank of the Bay, U.S. Small Business Administration, Adrienne Kernan, and Stephen Mayer. The next hearing is scheduled for Feb. 19. Commercial Bank of California can be reached through its counsel: David J. Rapson, Esq. Rapson Law Offices 318 San Carlos Avenue Piedmont, CA 94611-4119 Phone: 510-286-2080 Email: rapsonlaw@gmail.com About Books Inc. Books Inc. is the oldest independently owned bookstore in the western U.S. and operates eleven brick-and-mortar stores in the Bay Area. In addition to its physical locations, the Company runs an online store, offering a mix of direct shipping and in-store pickup for customers. The Company also fosters strong community engagement, hosting hundreds of author events, book clubs, and other activities each year. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 25-40087 on January 20, 2025, with $3,283,300 in assets and $5,161,574 in liabilities. Andrew Perham, chief executive officer, signed the petition. Judge William J. Lafferty oversees the case. Stephen Finestone, Esq., at Finestone Hayes, LLP, represents the Debtor as legal counsel. CALIFORNIA ENVIRONMENTAL: Case Summary & 20 Unsecured Creditors --------------------------------------------------------------- Debtor: California Environmental Systems, Inc. d/b/a CES, Inc. d/b/a CA Enviro Systems 12265 Locksley Lane Auburn, CA 95602 Business Description: California Environmental Systems, Inc. is a full service mechanical contractor providing plumbing, heating and air conditioning systems installation and design/build services for the healthcare, institutional, commercial and industrial sectors throughout the western United States. Chapter 11 Petition Date: January 27, 2025 Court: United States Bankruptcy Court Eastern District of California Case No.: 25-20329 Judge: Hon. Ronald H Sargis Debtor's Counsel: Gabriel E. Liberman, Esq. LAW OFFICES OF GABRIEL LIBERMAN, APC 1545 River Park Drive, Ste 530 Sacramento, CA 95815 Tel: 916-485-1111 Fax: 916-485-1111 E-mail: attorney@4851111.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Jeanette Pierce as secretary. A full-text copy of the petition, which includes a list of the Debtor's 20 largest unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/YF4Q3DI/California_Environmental_Systems__caebke-25-20329__0001.0.pdf?mcid=tGE4TAMA CANVAS PROS: Court Denies Bid to Use Cash Collateral ---------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida issued an order denying Canvas Pros, Inc.'s motion to authorize use of cash collateral. The court denied the motion following confirmation of the company's Chapter 11 plan of reorganization on Jan. 21, which rendered the motion moot. About Canvas Pros Canvas Pros, Inc. filed voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 24-02518) on May 20, 2024, listing as much as $1 million in both assets and liabilities. Judge Tiffany P. Geyer oversees the case. The Debtor is represented by: Bryan K. Mickler, Esq. Mickler & Mickler Tel: 904-725-0822 Email: court@planlaw.com CAPELLA HOSPITALITY: Seeks to Extend Plan Exclusivity to April 28 ----------------------------------------------------------------- Capella Hospitality, LLC and affiliates asked the U.S. Bankruptcy Court for the Northern District of Georgia to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to April 28 and June 27, 2025, respectively. The Debtors explain that they are still responding to extensive discovery requests from Georgia's Own and the Debtors' representatives are scheduled to appear for 2004 examinations on January 29 and 30, 2025. The Debtors have also requested discovery from Georgia's Own. The Debtors claim that the companies' principals have invested significant capital into improvements to the Properties in order to provide more rooms for rent and increase cash flow. The Debtors need time for operations to stabilize. The Debtors assert that the request for an extension will not unfairly prejudice or pressure the Debtors' creditor constituencies or grant the Debtors any unfair bargaining leverage. The Debtors need creditor support to confirm any plan, so the Debtors are in no position to impose or pressure their creditors to accept unwelcome plan terms. The Debtors seek an extension of the Exclusivity Periods to advance the cases and continue good faith negotiations with their stakeholders. The Debtors further assert that premature termination of the Exclusivity Periods may engender duplicative expense and litigation associated with multiple competing plans. Any litigation with respect to competing plans and resulting administrative expenses will only decrease recoveries to the Debtors' creditors and significantly delay, if not undermine entirely, the possibility of prompt confirmation of a plan of reorganization. About Capella Hospitality Capella Hospitality, LLC operates hotels and motels in Alpharetta, Ga. Capella Hospitality and its affiliates, 1st Place Decatur Hospitality, LLC, 1st Haven Apartments, LLC and 1st Place Hospitality, LLC, filed Chapter 11 petitions (Bankr. N.D. Ga. Lead Case No. 24-21224) on September 30, 2024. At the time of the filing, Capella Hospitality reported $1 million to $10 million in both assets and liabilities. Judge James R. Sacca oversees the cases. The Debtors are represented by: William A. Rountree, Esq. Rountree Leitman Klein & Geer, LLC 2987 Clairmont Road Suite 350 Atlanta, GA 30329 Tel: 404-584-1238 Email: wrountree@rlkglaw.com CAREMAX INC: Creditors, U.S. Trustee Object to Chapter 11 Plan -------------------------------------------------------------- Emlyn Cameron of Law360 Bankruptcy Authority reports that the U.S. Trustee's Office and the Official Committee of Unsecured Creditors have raised objections to CareMax's proposed Chapter 11 plan, citing the inclusion of improper, nonconsensual releases. About CareMax Inc. CareMax Inc. is a provider of medical centers for elderly patients. CareMax and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 24-80093) on November 17, 2024. In its petition, CareMax reported estimated liabilities between $500 million and $1 billion and estimated assets between $100 million and $500 million. Judge Michelle V. Larson oversees the cases. The Debtors tapped Thomas Robert Califano, Esq., at Sidley Austin, LLP as bankruptcy counsel; Alvarez & Marsal North America, LLC as financial advisor; and Piper Sandler & Co. as investment banker. Stretto, Inc. is the Debtors' claims, noticing and solicitation agent. On December 4, 2024, the Office of the United States Trustee appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Pachulski Stang Ziehl & Jones LLP and Sills Cummis & Gross PC as counsels and M3 Advisory Partners, LP as financial advisor. On December 19, 2024, Suzanne Koenig was appointed as the patient care ombudsman in the Chapter 11 cases. She tapped SAK Management Services, LLC, doing business as SAK Healthcare, as medical operations advisor and Ross, Smith & Binford, PC as counsel. CAREPOINT HEALTH: PCO Seeks to Hire Gibbons as Bankruptcy Counsel ----------------------------------------------------------------- David N. Crapo, patient care ombudsman for CarePoint Health Systems Inc., doing business as Just Health Foundation, and its affiliates, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ his Gibbons P.C. as counsel. The firm's services include: (a) representing the PCO in any proceeding or hearing in the Court, and in any action in other courts where the rights of the patients may be litigated or affected as a result of these Cases; (b) advising the PCO concerning the requirements of the Bankruptcy Code and Bankruptcy Rules relating to the discharge of his duties under section 333 of the Bankruptcy Code; (c) advising and representing the PCO in evaluating any patient or healthcare related issues, including, in connection with any sale or reorganization; and (d) performing such other legal services as may be required under the circumstances of these Cases in accordance with the PCO's powers and duties as set forth in the Bankruptcy Code, including assisting the Ombudsman with the filing of reports with the Court, the preparation and filing of fee applications or other matters. As disclosed in the court filings, CarePoint Health Systems is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert K. Malone, Esq. Gibbons P.C. One Gateway Center Newark, NJ 07102 Tel: (973) 596-4500 Fax: (973) 596-0545 Email: rmalone@gibbonslaw.com About CarePoint Health CarePoint Health brings quality, patient-focused health care to Hudson County. Combining the resources of three area hospitals, Bayonne Medical Center, Christ Hospital in Jersey City, and Hoboken University Medical Center, CarePoint Health provides a new approach to deliver health care that puts the patient front and center. CarePoint Health leverages a network of top doctors, nurses, and other medical professionals whose expertise and attentiveness work together to provide complete coordination of care, from the doctor's office to the hospital to the home. Patients benefit from the expertise and capabilities of a broad network of leading specialists and specialized technology. At CarePoint Health, all medical professionals emphasize preventive medicine and focus on educating patients to make healthy life choices. For more information on its facilities, partners and services, visit www.carepointhealth.org. CarePoint Health Systems Inc., doing business as Just Health Foundation, and its affiliates filed voluntary petitions for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12534) on Nov. 3, 2024, with up to $1 million in assets and up to $50,000 in liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Dilworth Paxson LLP as legal counsel, Ankura Consulting as financial advisor, and Epiq Corporate Restructuring, LLC as claims and noticing agent and administrative advisor. CELULARITY INC: Securities Purchase Agreement With Investor Expires ------------------------------------------------------------------- Celularity Inc. filed a Form 8-K with the Securities and Exchange Commission, disclosing that it had notified an institutional investor, as the purchaser, that the securities purchase agreement had expired. This notification was made pursuant to Section 5.1 of the Agreement, and due to the Company's non-receipt of the subscription amount, the Private Placement would not be completed. Celularity had previously entered into the Purchase Agreement with the Investor for the issuance and sale in a private placement of (i) 1,263,157 shares of the Company's Class A common stock, par value $0.0001 and (ii) warrants to purchase up to 1,263,157 shares of the Company's Common Stock, at a purchase price of $2.375 per share of Common Stock and accompanying warrants. About Celularity Inc. Headquartered in Florham Park, N.J., Celularity Inc. -- http://www.celularity.com/-- is a regenerative and cellular medicines company focused on addressing aging related diseases including cancer and degenerative diseases. The Company's goal is to ensure all individuals have the opportunity to live healthier longer. The Company develops and market off-the-shelf placental-derived allogeneic advanced biomaterial products including allografts and connective tissue matrices for soft tissue repair and reconstructive procedures in the treatment of degenerative disorders and diseases including those associated with aging. Morristown, New Jersey-based Deloitte & Touche LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated July 30, 2024, citing that the Company has suffered recurring losses and net cash outflows from operations and has outstanding debt that is currently due for which the Company does not have sufficient liquidity to repay, which raises substantial doubt about its ability to continue as a going concern. The Company reported a net loss of $196.3 million for the year ended Dec. 31, 2023. The Company had an accumulated deficit of $841.8 million at Dec. 31, 2023 and $0.2 million of cash and cash equivalents at that date. CENTRAL HOUSEWARES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Central Housewares, Inc. 4365 Orion Ln. Appleton, WI 54913 Business Description: Founded in 1976, Central Housewares, Inc. is a premier pool and spa retailer in Wisconsin, offering a wide range of products from top brands like Doughboy, Embassy, Radiant, and Cornelius. Known for their durability and stylish designs, these brands provide customers with high-quality options for above-ground pools and hot tubs. With locations in Wausau, Stevens Point, Rhinelander, and Appleton, customers can explore an extensive selection of pools and spas to fit various preferences and budgets. The Company also carries a luxurious collection of hot tubs from renowned manufacturers such as Artesian Spas, Viking Spas, Aspen Spas, and Dream Maker Spas. These hot tubs feature advanced hydrotherapy technologies, energy-efficient systems, and customizable settings to deliver a superior relaxation experience tailored to individual needs. Chapter 11 Petition Date: January 27, 2025 Court: United States Bankruptcy Court Eastern District of Wisconsin Case No.: 25-20408 Judge: Hon. Katherine M Perhach Debtor's Counsel: Paul G. Swanson, Esq. SWANSON SWEET LLP 759 N. Milwaukee St. Suite 305 Milwaukee, WI 53202 Tel: 920-235-6690 Fax: 920-426-5530 Email: pswanson@swansonsweet.com Total Assets: $945,900 Total Liabilities: $2,598,182 The petition was signed by Jeffrey Desing as president. A full-text copy of the petition, which includes a list of the Debtor's 20 largest unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/BNW2EJI/Central_Housewares_Inc__wiebke-25-20408__0001.0.pdf?mcid=tGE4TAMA CHAMPION WELDING: Taps AlignX Law and Leiderman as Co-Counsel ------------------------------------------------------------- Champion Welding Services LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire AlignX Law and Leiderman Shelomith + Somodevilla, PLLC, d/b/a LSS Law as co-counsels. The firm will render these services: a. give advice to the Debtor with respect to its powers and duties as a debtor-in-possession; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interests of the Debtor in all matters pending before the Court; e. represent the Debtor in negotiation with its creditors in the preparation of a plan; and f. perform all other legal services for the Debtor, which may be necessary. Prior to filing this case, the Debtor paid AlignX a fee retainer in the amount of $2,500 and paid LSS a fee and cost retainer in the amount of $14,318 for a total fee and cost retainer in the amount of $16,818. As disclosed in the court filings, AlignX and LSS are disinterested as required by 11 U.S.C. Sec. 327(a) The firms can be reached through: Ido J. Alexander AlignX Law 12555 Orange Dr Ste 4159 Davie, FL 33330 Telephone: (954) 686-7399 Email: ija@alignxlaw.com - and - Zach B. Shelomith Christian Somodevilla LSS LAW 2699 Stirling Road, Suite C401 Ft. Lauderdale, Florida 33312 Telephone: (954) 920-5355 Facsimile: (954) 920-5371 Email: zbs@lss.law Email: cs@lss.law About Champion Welding Services LLC Champion Welding Services LLC based in Miami Lakes, Florida, operates as a structural steel and miscellaneous metals fabricator. Champion Welding Services LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-10133) on January 7, 2025. In its petition, the Debtor reports estimated assets and liabilities between $100,000 and $500,000. Honorable Bankruptcy Judge Corali Lopez-Castro handles the case. Ido J. Alexander, Esq., at Alignx Law, represents the Debtor as counsel. CHICKEN SOUP: Investor Claims Mismanagement by Parent Company ------------------------------------------------------------- Yun Park of Law360 reports that a corporate investor in Chicken Soup for the Soul Holdings LLC has accused the publisher, famous for its self-help books, of mismanagement that contributed to a subsidiary's Chapter 7 liquidation. The investor claims the company did not supply the requested financial information, the report states. About Chicken Soup Chicken Soup for the Soul Entertainment Inc. provides premium content to value-conscious consumers. The Company is one of the largest advertising-supported video-on-demand (AVOD) companies in the United States, with three flagship AVOD streaming services: Redbox, Crackle, and Chicken Soup for the Soul. Chicken Soup for the Soul Entertainment and about 20 of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del., Lead Case No. 24-11442) on June 28, 2024. In the petition signed by Bart M. Schwartz, chief executive officer, Chicken Soup disclosed total consolidated assets of $414,075,844 and total consolidated liabilities of $970,002,065. Ashby & Geddes, P.A., represents the Debtors as general bankruptcy counsel and Reed Smith LLP serves as counsel too. Solomon Partners acts as investment banker to the Debtor. Kroll Restructuring Administration LLC serves as claims and noticing agent to the Debtor. CIMG INC: Replaces MaloneBailey With Assentsure PAC as Auditor -------------------------------------------------------------- CIMG Inc. filed a Form 8-K with the Securities and Exchange Commission, disclosing that the Audit Committee of the Board of Directors has approved the termination of MaloneBailey, LLP as its independent registered public accounting firm, effective Jan. 20, 2025. The reports of MaloneBailey on the Company's financial statements for the two most recent fiscal years ended Sept. 30, 2023, and Sept. 30, 2022, did not contain any adverse opinions or disclaimers, nor were they modified with respect to uncertainty, audit scope, or accounting principles. However, the reports included an explanatory paragraph regarding the Company's ability to continue as a going concern. During the fiscal years ended Sept. 30, 2024 and Sept. 30, 2023, and the subsequent interim period through Jan. 20, 2025: 1. The Company had no disagreements with MaloneBailey regarding accounting principles, financial statement disclosure, or auditing procedures. If any disagreements had occurred, they would have been referenced in MaloneBailey's reports. 2. There were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K). Appointment of New Independent Accounting Firm On Jan. 20, 2025, the Company appointed Assentsure PAC as its new independent registered public accounting firm to audit its financial statements for the fiscal year ended Sept. 30, 2024, and to review the Company's unaudited financial statements for the periods ended Dec. 31, 2024, March 31, 2025, and June 30, 2025. The appointment was approved by the Audit Committee. During the fiscal years ended Sept. 30, 2024 and Sept. 30, 2023, and the subsequent interim period through Jan. 20, 2025, the Company did not consult with Assentsure PAC regarding (i) accounting principles or audit opinions, (ii) any disagreements as defined under Item 304(a)(1)(iv) of Regulation S-K, or (iii) any "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K. About CIMG Inc. Headquartered in Vista, California, CIMG Inc. (formerly Nuzee, Inc.) is a digital marketing, sales and distribution company for various consumer products with focuses on food and beverages. Dedicated to reshaping the digital marketing and distribution with technological applications, the Company endeavors to create greater commercial value for its business partners and therefore enhance its own enterprise value and shareholders' value of their stake in the Company. The Company has a professional brand and marketing management system, which can quickly help partnering enterprises achieve the connection, management, and operation of marketing channels domestically and globally. "The Company has had limited revenues, recurring losses and an accumulated deficit. These items raise substantial doubt as to the Company's ability to continue as a going concern," said Nuzee in its Quarterly Report for the period ended June 30, 2024. For the three months ended June 30, 2024, the Company incurred a net loss of $1,440,197 compared to a net loss of $2,025,337 for the three months ended June 30, 2023. As of June 30, 2024, the Company had $2.75 million in total assets, $2.94 million in total liabilities, and a total stockholders' deficit of $193,613. The Company has not yet filed its Form 10-K for the fiscal year ended Sept. 30, 2023. COLD SPRING: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------- The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Cold Spring Acquisition, LLC. The committee members are: 1. 1199 SEIU Benefit and Pension Funds 498 Seventh Avenue New York NY 10018 Tel: (646) 473-9200 Attn: Richard Bowne, Finance Director 2. Reliable Health Systems, LLC 2610 Nostrand Avenue Brooklyn, NY 11210 Tel: (718) 338-2400 Attn: Steven Rapps, Vice President 3. Five Star Staffing, Inc. 117 Ditmas Avenue Brooklyn, NY 11218 (718) 534-7400 Attn: Joseph Schlussel, President Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Cold Spring Acquisition Cold Spring Acquisition, LLC operates a skilled nursing and rehabilitation facility in Woodbury, N.Y. In particular, the senior care facility provides hospice, dementia care, medical needs and rehabilitation care, and runs a senior day program. Cold Spring Acquisition filed Chapter 11 petition (Bankr. S.D. N.Y. Case No. 25-22002) on January 2, 2025, with $1 million to $10 million in assets and $50 million to $100 million in liabilities. Judge Sean H. Lane oversees the case. The Debtor is represented by Schuyler G. Carroll, Esq., Russell E. Potter, Esq., and Thomas A. Whittington, Esq. of Manatt, Phelps & Phillips, LLP. COLINEAR MACHINE: Sec. 341(a) Meeting of Creditors on March 5 ------------------------------------------------------------- On January 27, 2025, Colinear Machine & Design Holdings LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of New Jersey. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under Section 341(a) to be held on March 5, 2025 at 09:00 AM by Telephonic meeting. About Colinear Machine & Design Holdings LLC Colinear Machine & Design Holdings LLC is a limited liability company. Colinear Machine & Design Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J.Case No.: 25-10813) on January 27, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by Anthony Sodono, III, Esq., at MCMANIMON, SCOTLAND & BAUMANN, LLC, in Roseland, New Jersey. CORAL-US CO-BORROWER: Moody's Rates New $1.5BB Term Loan 'Ba3' -------------------------------------------------------------- Moody's Ratings has assigned a Ba3 rating to Coral-US Co-Borrower LLC (Coral-US)'s, an indirect subsidiary of Cable & Wireless Communications Limited (C&W, Ba3 negative), proposed $1,530 million backed senior secured term loan B-7 due January 2032 and guaranteed by Coral-US, Sable International Finance Limited (SIFL), C&W Senior Secured Parent Limited, Sable Holding Limited, CWIGroup Limited, Cable and Wireless (West Indies) Limited, and Columbus International Inc. C&W's existing ratings remain unchanged. The outlook is negative. The issuance is part of C&W's liability management with the objective of extending the company's debt maturity profile. The new issuance will not affect the company's leverage metrics since the proceeds will be used to fully redeem Coral-US' outstanding $1,510 million backed senior secured term loan B-5 due 2028 and pay transaction-related fees and expenses. The new term loan B-7 will rank pari passu with all other senior secured and unsubordinated debt obligations of Coral-US and SIFL and ahead C&W Senior Finance Limited's unsecured debt. The rated senior secured debt benefits from share pledges of all the guarantors and issuer as collateral and security interests over certain intercompany loans; while the unsecured debt benefits from a collateral that comprises the capital stock of the notes' issuer. The rating of the senior secured term loan assumes that the final transaction documents will not be materially different from draft legal documentation reviewed by us to date and that these agreements are legally valid, binding and enforceable. RATINGS RATIONALE C&W's Ba3 corporate family rating (CFR) reflects its integrated business model and leading market positions throughout the Caribbean and Panama, which drive strong profitability. The company's strong liquidity also supports the CFR. Conversely, the rating is constrained by the company's large exposure to emerging economies and its tolerance to high leverage. C&W's Moody's-adjusted leverage has been consistently above 5x since 2020. It gradually declined to 4.8x as of September 30, 2024, which is still high for the Ba3 rating category. Moody's expect the company to improve leverage in the next twelve months on EBITDA improvements, mainly driven by average revenue per user (ARPU) and subscriber growth in fixed, and cost reduction initiatives in C&W's Caribbean business; postpaid growth; and full synergy benefits and the lack of integration costs following market consolidation in Panama. These initiatives should sustain and even improve the EBITDA margin above 40%, helping reduce leverage in line with LLA's public guidance of 3.5x net leverage at the consolidated level, from 4.8x as of September 2024. Because C&W represents 59% of LLA's debt and 66% of its EBITDA as of the same date, C&W's leverage must improve to reach LLA's public target. The company's strong profitability is supported by its leading market positions in markets with 2 or 3 players, and its solid performance in the B2B segment and the rest of the markets in the Caribbean. Moody's expect C&W's liquidity to be solid, by positive cash generation before dividends and access to $580 million in revolving credit facilities available at C&W level and $80 million under regional revolving credit facilities. C&W held $479 million in cash as of September 2024 and does not face any large debt maturity before 2027. Upon the completion of the proposed issuance, the next maturity will be in 2027 related to C&W Senior Finance Limited's remaining $735 million senior unsecured notes. The company's negative outlook reflects C&W's persistently high Moody's-adjusted leverage at 4.8x for the 12 months that ended September 2024 and Moody's view that it will remain above 4.0x in the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING A rating upgrade could be considered if leverage (Moody's-adjusted debt/EBITDA) is comfortably sustained below 3.5x on a consolidated basis; Moody's-adjusted EBITDA margin of at least 40%; and sound positive free cash flow generation (FCF), all on a sustained basis. Quantitatively, a downgrade could occur if Moody's-adjusted leverage is sustained above 4.5x by FYE 2024 or above 4.0x by 2025, its EBITDA margin declines toward 35% on a sustained basis. C&W's rating could be downgraded if its liquidity position weakens significantly due to a large cash distribution to its parent company in a way that it jeopardizes the company's liquidity or requires additional debt. The principal methodology used in this rating was Telecommunications Service Providers published in November 2023. C&W is a subsidiary of Liberty Latin America Ltd. (LLA). The company is an integrated telecommunications provider offering mobile, broadband, video, fixed-line, business, IT and wholesale services in Panama, Jamaica, the Bahamas, Trinidad and Tobago, Barbados and other markets in the Caribbean and Central America. For the 12 months that ended September 30, 2024, the company generated revenue of $2.6 billion. As of the same date, C&W served 2.4 million revenue generating units (RGUs) through its fixed network, which passes 2.7 million homes. The company also serves 3.9 million mobile subscribers. Following the acquisition of Claro Panama in July 2022, Panama remains C&W's highest revenue-generating market, with a share of 30% of revenue for the 12 months that ended September 2024. CREPERIE D AMOUR: Court Extends Cash Collateral Access to March 5 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois issued an interim order extending Creperie D'Amour Inc.'s authority to use its secured creditors' cash collateral to pay operating expenses from Jan. 15 to March 5. Creperie D'Amour's projected budget shows total monthly expenses of $86,652.22. Secured creditors, Credibly of Arizona, LLC and The U.S. Small Business Administration, were granted a replacement lien on post-petition assets of the company as protection for the use their cash collateral. Both creditors will also receive payments as additional protection. The next hearing is scheduled for March 4. About Creperie D Amour Creperie D Amour Inc., doing business as Paris Bistro, owns and operates a restaurant business in Naperville, Ill. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-05158) on April 9, 2024, with $231,539 in assets and $1,517,684 in liabilities. Jonathan Santos, president, signed the petition. Judge Donald R. Cassling presides over the case. The Debtor is represented by: Penelope N Bach Bach Law Offices Tel: 847-564-0808 Email: pnbach@bachoffices.com DONALD PATZ: Seeks Chapter 11 Bankruptcy Protection in California ----------------------------------------------------------------- On January 27, 2025, Donald Patz Wine Group LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of California. According to court filing, the Debtor reports $1,778,833 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Donald Patz Wine Group LLC Donald Patz Wine Group LLC formed in 2017, is a partnership between Donald Patz and his wife, Jung Min Lee, focused on crafting distinctive wines from various regions. The Company oversees three separate wine projects, each with unique vineyard sources and winemaking styles: Maritana Vineyards for Russian River Valley Chardonnay and Pinot Noir, Secret Door Winery for Napa Valley Cabernet Sauvignon, and Terminim for Mendocino County Marsanne/Roussanne and Syrah. Drawing on Donald's extensive experience in the wine industry, the Group produces wines that reflect his deep understanding of both vineyard practices and winemaking techniques. Donald Patz Wine Group LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No.: 25-10038 ) on January 27, 2025. In its petition, the Debtor reports total assets of $3,705,425 and total liabilities of $1,778,833. Honorable Bankruptcy Judge Charles Novack handles the case. The Debtor is represented by: Merle C. Meyers, Esq. MEYERS LAW GROUP, P.C. 100 Shoreline Highway, Ste. B-160 Mill Valley, CA 94941 Tel: (415) 362-7500 Fax: (415) 362-7515 Email: mmeyers@meyerslawgroup.com DOVGAL EXPRESS: Hires O. Allan Fridman as Bankruptcy Counsel ------------------------------------------------------------ Dovgal Express, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire O. Allan Fridman as counsel. The firm's services include: a. generally administering the Estate on behalf of the Debtor; b. initiating settlement negotiations with various creditors; c. preparing monthly operating reports; d. drafting and receiving approval on its Chapter 11 plan; e. providing other various matters that may arise during the course of this Chapter 11 case. The firm will be paid at the rate of $485 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. O. Allan Fridman, Esq., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: O. Allan Fridman, Esq. 555 Skokie Blvd., Suite 500 Northbrook, IL 60062 Tel: (847) 412-0788 Email: allan@fridlg.com About Dovgal Express Inc. Dovgal Express, Inc. is a transportation services provider specializing in dry van truckload, less-than-truckload, and refrigerated shipments. Dovgal Express sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-18991) on Dec. 20, 2024, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Oleksandr Dovgal, president of Dovgal Express, signed the petition. Judge Timothy A. Barnes handles the case. The Debtor is represented by O. Allan Fridman, Esq., at the Law Office of Allan Fridman. ECO MATERIAL: Fitch Gives B+ Rating to New First Lien Term Loan B ----------------------------------------------------------------- Fitch Ratings has assigned a 'B+' rating with a Recovery Rating of 'RR3' to Eco Material Technologies Inc.'s (Eco) proposed offering of first lien term loan B. Net proceeds will be used to refinance existing senior notes, to fund a distribution to shareholders, for general corporate purposes including capital projects, and to pay related fees and expenses. Fitch has also affirmed Eco's Long-Term Issuer Default Rating (IDR) at 'B'. The Rating Outlook is Stable. Upon close of the transaction, Fitch will withdraw the 'B+'/'RR3' rating on Eco's $650 million senior notes due 2027. Eco's 'B' IDR reflects its high leverage, relatively small size, and limited product diversification compared with larger building materials producers, along with an aggressive growth strategy. Strong profitability, a leading market position and favorable end markets counterbalance these risks. Key Rating Drivers Temporarily Elevated Leverage: Fitch estimates pro forma EBITDA leverage will increase to 5.9x upon transaction close, up from 4.8x forecast for YE 2024. Fitch projects EBITDA leverage to decline to around 5.6x by YE 2025 and remain below 5.0x in 2026, driven by EBITDA growth from projects becoming operational in the second half of 2025. EBITDA interest coverage is forecast to be 3.0x in 2024 and Fitch expects it will remain between 2.0x and 3.0x through 2026. Fitch's forecast does not assume debt repayment beyond the required term loan amortization, so further debt reduction could lower leverage. However, deleveraging could be hindered by a slower ramp-up of new projects in 2025 and weaker-than-expected market demand. Strong Profitability: Eco has demonstrated high profitability with a Fitch-calculated EBITDA margin of around 20% forecast for FY 2024, up from 17.2% in FY 2023. Fitch projects margins to remain between 18.5% and 19.5% in FY 2025, as higher expenses from new projects offset the benefits of operating leverage. The anticipated 275 bps -300 bps EBITDA margin expansion in 2024 exceeded Fitch's expectations, despite volume declines, due to strong pricing, lower SG&A costs and a one-time adjustment for the Oak Grove insurance deductible and business loss. Eco's Fitch-adjusted EBITDA margin is strong compared to similarly rated producers of building products and materials. However, it is below large aggregate producers, who typically achieve EBITDA margins above 25% and have lower capital intensity. Eco can generate FCF as it scales its platform and slows growth capex projects. Fitch anticipates the FCF margin will remain negative through at least 2026, driven by elevated growth capex for expanding its supplementary cementitious material (SCM) product offerings and shareholder distributions. Aggressive Growth Strategy: Eco's growth strategy focuses on investing in a sustainable supply chain and expanding SCM sources, including harvested fly ash and natural pozzolans. Fitch estimates Eco spent about $110 million on growth capex in 2024 and projects $100 million to $125 million in 2025. In the intermediate term, Fitch views this strategy as credit neutral, as the execution risks of increasing SCM production are balanced by Eco's strong position in fresh fly ash operations. Longer term, Fitch views the strategic shift favorably due to the expected reduction of coal-fired power plants. Mandated Use Supports Pricing Power: Fly ash is less expensive than cement and has experienced strong pricing power, with its growth outpacing cement over the last decade. This is supported by increased demand due to performance benefits, cost savings, environmental advantages and mandated use in DOT projects. Fitch expects continued pricing growth supported by strong demand and structural SCM undersupply. Upstream products have stronger pricing power compared to downstream products which face lower entry barriers and more saturated markets. Leadership Position in Niche Market: Eco is poised to remain a leader in the U.S. SCM market through its large nationwide footprint and size relative to direct peers, portfolio of long-term supply contracts and customer relationships. Fitch believes Eco's position as the leading supplier and distributor of fly ash stabilizes profitability and cash flows, positioning the company to further grow its sales from other SCM products. The company's geographically diverse operations across the U.S. provide additional cushion against regional construction downturns. Stable Demand Environment: Fitch forecasts a stable demand environment for building materials producers in 2025, particularly for issuers with outsized exposure to public construction spending. Modest growth in public construction, driven by federal and state funding, supports a positive outlook for highways and infrastructure over the next several years. Weakness in non-residential construction in 2025 is expected to be offset by increased residential construction spending. Fitch projects Eco's revenue to grow low double digits in 2025, driven by volume growth and modestly higher selling prices. Ownership Structure: Eco is a privately held company with concentrated private equity ownership, which poses an increased risk of shareholder friendly activities relative to publicly traded peers. However, management has maintained discipline in its capital allocation strategy since its formation in 2021. Fitch expects the company to make modest distributions to shareholders, as permitted by the secured debt's restricted payment covenants. Derivation Summary Eco's EBITDA leverage and EBITDA margin are comparable to Smyrna Ready Mix Concrete, LLC (BB-/Stable). Eco is meaningfully smaller than Smyrna and generates less consistent cash flow. While Eco is more geographically diversified, it has less product diversification compared to Smyrna. Eco's SCM products are entirely upstream, providing consistent pricing power and stable margins through the cycle compared to concrete and cement. Eco is mainly exposed to the public construction market, whereas Smyrna is more exposed to the private construction market. Eco's credit metrics are weaker than its large investment-grade peers Martin Marietta Materials, Inc. (BBB/Positive) and Vulcan Materials Company (BBB/Positive). These peers are also significantly larger than Eco, and typically have EBITDA leverage less than 3.0x and more balanced end-market diversification. Both Martin Marietta and Vulcan are focused on their aggregates businesses, which has demonstrated more stable pricing than concrete and cement over the cycle. Key Assumptions - Revenue to increase by low double-digit percentage in 2025 and mid- to high-teens percentage in 2026, supported by continued growth in public construction and contributions from growth projects; - Fitch-adjusted EBITDA margin of 18.5%-19.5% in 2025 and 20.5%-21.5% in 2026; - (CFO-capex)/debt to remain negative in 2025 due to elevated capex levels from growth projects and above 2% in 2026; - FCF to remain negative in 2025 and 2026 due to elevated capex and shareholder distributions; - EBITDA leverage of 5.6x at YE 2025 and 4.3x at YE 2026. Recovery Analysis The recovery analysis assumes that Eco would be reorganized as a going concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Eco's GC EBITDA of $110 million estimates a post-restructuring sustainable level of EBITDA. The GC EBITDA is based on Fitch's assumption that distress would arise from a combination of weak construction activity, sustained competitive pressures and poor operating performance. Fitch estimates that annual revenue of $750 million and a Fitch-adjusted EBITDA margin around 14.5% would capture the lower revenue base of the company after emerging from a distress, plus a sustainable margin profile after right sizing, which leads to Fitch's $110 million GC EBITDA assumption. Previously, Fitch assumed a GC EBITDA of $80 million. The $30 million increase in GC EBITDA is attributed to growth projects becoming operational in 2025. Fitch assumes a 6.0x GC EBITDA multiple to calculate the enterprise value (EV) in a recovery scenario, which is below the 6.6x multiple for the acquisition of Boral Resources, LLC. Recent data on recovery multiples for building materials producers is unavailable to Fitch. However, this 6.0x multiple is comparable to those used for building products and distributor peers, which are significantly larger than Eco. Fitch applies a 6.5x EV multiple to Chariot Holdings, LLC, a leading North American provider of garage door openers and a 6.0x EV multiple to Park River Holdings, Inc., a leading national provider of specialty branded interior and exterior building products. Fitch assumes that the borrowing base under the company's $75 million ABL would shrink in a recovery scenario as inventory and receivable balances would likely decline in tandem with revenues and EBITDA. To determine the ABL amount outstanding at the time of a potential recovery scenario, Fitch assumes the borrowing base would be about 80% of total ABL capacity of $60 million and would have prior-ranking claims to the senior secured term loan B in the recovery analysis. The analysis results in a recovery corresponding to an 'RR3' for the proposed $800 million term loan B. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Fitch's expectation that EBITDA leverage will sustain above 6.0x; - Failure to execute on growth strategy or material deterioration in current operating performance, resulting in EBITDA margins contracting into the low-teen percentages and neutral to negative FCF; - (CFO-capex)/debt sustained below 2%; - EBITDA interest coverage below 2.0x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade -The company executes on its growth strategy, as demonstrated by increased revenue from SCMs other than fresh fly ash and maintaining EBITDA margins in the mid- to high-teen percentages while sustaining EBITDA leverage below 5.0x; - FCF margin consistently neutral to positive; - (CFO-capex)/debt sustained above 3%. Liquidity and Debt Structure Eco has ample liquidity position with $87 million in cash and full availability under its $75 million asset-based lending (ABL) facility as of Dec. 31,2024. The proposed term loan B will increase the company's cash position to around $138 million. Fitch projects negative FCF in 2025 and 2026, as growth capex and shareholder distributions will exceed cash flow from operations (CFO). However, Fitch expects Eco's cash balance, CFO, and ABL to provide sufficient liquidity to fund operations and growth projects. Eco's debt maturities are well-laddered with no major debt maturities until June 2029, when $75 million of undrawn ABL facility mature. The next maturity is in 2032, when its proposed $800 million term loan facility becomes due. However, the ABL also matures in November 2026 if the senior secured notes due in January 2027 are not refinanced. Issuer Profile Eco Material Technologies Inc. is a harvester, producer, marketer and distributor of SCMs used in the production of concrete. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Eco Material Technologies Inc. LT IDR B Affirmed B senior secured LT B+ New Rating RR3 ECO PRESERVATION: Trustee Taps Rumberger Kirk as Legal Counsel -------------------------------------------------------------- Brian Walding, Chapter 11 Trustee of ECO Preservation Services, L.L.C. and its affiliates, seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Rumberger, Kirk & Caldwell, P.C. as his counsel. The firm will render these services: a. assist the Trustee with the investigation of the existence of assets (listed or unlisted) and the recovery and liquidation of those assets in a complex bankruptcy matter b. investigate the existence of assets (listed or unlisted); c. recover assets of the Debtor's Estate or set aside transfers for the benefit of his creditors and assist in the liquidation of same, if necessary; and d. provide all other services which may be necessary. The firm will be paid at these rates: R. Scott Williams $495 per hour Frederick D. Clarke $495 per hour Paralegal Services $135 per hour Rumberger, Kirk & Caldwell will seek reimbursement for all expenses actually incurred. AS disclosed in the court filings, the firm is a disinterested person as that term is defined in Sec. 101(14) of the Bankruptcy Code. The firm can be reached through: R. Scott Williams, Esq. Rumberger, Kirk & Caldwell, P.C. 2001 Park Place North, Suite 1300 Birmingham, AL 35203 Phone: (205) 572-4926 Email: swilliams@rumberger.com About ECO Preservation Services ECO Preservation, LLC is a provider of water, sewage and other systems. The company is based in Leeds, Ala. ECO Preservation filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 22-02429) on Oct. 5, 2022. In the petition filed by its managing member, J. Michael White, the Debtor reported between $1 million and $10 million in both assets and liabilities. The case is jointly administered with the Chapter 11 cases filed by SERMA Holdings, LLC (Bankr. N.D. Ala. Case No. 22-02430) and Mr. White (Bankr. N.D. Ala. Case No. 22-02431) on Oct. 5, 2022. SERMA Holdings listed up to $50,000 in assets and up to $10 million in debt. The Debtors are represented by Harry P. Long, Esq., at The Law Offices of Harry P. Long, LLC. EMCORE CORP: CohnReznick LLP Raises Going Concern Doubt ------------------------------------------------------- EMCORE Corporation disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended September 30, 2024, that its auditor expressed an opinion that there is substantial doubt about the Company's ability to continue as a going concern. Melville, N.Y.-based CohnReznick LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated January 14, 2025, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. According to EMCORE, "Our existing balances of cash and cash equivalents, cash flows from operations, together with additional actions we may take to further reduce our expenses and/or additional funds we may receive if we elect to raise capital through additional debt or equity issuances or from our efforts to monetize certain assets, are anticipated to provide us with sufficient financial resources to meet cash requirements for operations, working capital, and capital expenditures for at least the next 12 months from the issuance date of the September 30, 2024 consolidated financial statements. However, we may not be successful in executing on our plans to manage our liquidity, including recognizing the expected benefits from our restructuring described above or raising additional financing, and our ability to continue to operate as a going concern could be impaired, which could in turn cause a significant decline in our stock price and could result in a significant loss of value for our shareholders." "We have recently experienced significant losses from operations and used a significant amount of cash, amounting to a net loss of $31.2 million and net cash outflows from operations of $5.5 million for the fiscal year ended September 30, 2024, and we expect to continue to incur losses and use cash in our operations. As a result of our recent cash outflows, we have taken actions to manage our liquidity and will need to continue to manage our liquidity. As of September 30, 2024, our cash and cash equivalents totaled $11 million." "We are evaluating the sufficiency of our existing balances of cash and cash equivalents, cash flows from continuing operations, together with additional actions we could take to further reduce our expenses and/or potentially raising capital through additional debt or equity issuances, or from the potential monetization of certain assets. In addition, on November 7, 2024, we entered into the Merger Agreement with Parent, Parent Group Member, and Merger Sub. However, we may not be successful in executing on our plans to manage our liquidity, including recognizing the expected benefits from our previously announced restructuring program, or raising additional funds if we elect to do so, and as a result substantial doubt about our ability to continue as a going concern exists." A full-text copy of the Company's Form 10-K is available at: https://tinyurl.com/4juup8v3 About EMCORE Headquartered in Alhambra, California, EMCORE Corporation -- https://www.emcore.com/ -- is a provider of sensors and navigation systems for the aerospace and defense market. Over the last five years, EMCORE has expanded its scale and portfolio of inertial sensor products through the acquisitions of Systron Donner Inertial, Inc. in June 2019, the Space and Navigation business of L3Harris Technologies, Inc. in April 2022, and the FOG and Inertial Navigation Systems business of KVH Industries, Inc. in August 2022. The Company's multi-year transition from a broadband company to an inertial navigation company has now been completed following the sale of its cable TV, wireless, sensing and defense optoelectronics business lines and the shutdown of its chips business line and indium phosphide wafer fabrication operations. At September 30, 2024, the Company had total assets of $93.9 million, total liabilities of $43.7 million, and total stockholders' equity of $50.2 million. FIRST MODE: Hires Omni Agent Solutions as Administrative Agent -------------------------------------------------------------- First Mode Holdings Inc. and its affiliate seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Omni Agent Solutions, Inc. as administrative agent. The firm will provide these services: a) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; b) provide a confidential data room; c) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a Chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices, and institutional holders; d) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; e) manage and coordinate any distributions pursuant to a Chapter 11 plan; and f) provide such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court. Omni has received an initial retainer of $50,000. In addition, the firm will seek reimbursement for expenses incurred. Paul Deutch, the executive vice president of Omni Agent Solutions, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul H. Deutch Omni Agent Solutions 5955 De Soto Avenue, Suite 100 Woodland Hills, CA 91367 Tel: (818) 906-8300 About First Mode Holdings First Mode Holdings, Inc. is a multinational decarbonization company that designs, manufactures, and distributes hybrid battery systems and hydrogen fuel cell technologies for heavy duty mining and rail vehicles, along with hydrogen refueling equipment. First Mode Holdings, Inc. and Synchronous LLC filed for voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 24-12794) on December 15, 2024. In their petitions signed by Colin Mark Freed as chief financial officer, the Debtors reported consolidated assets of $10 million to $50 million and consolidated liabilities of $50 million to $100 million. The Hon. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as bankruptcy counsel and Latham & Watkins LLP as bankruptcy co-counsel. PJT Partners serves as investment banker to the Debtors, while M3 Partners LP acts as financial advisor. Omni Agent Solutions Inc is the claims and noticing agent for the Debtors. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of First Mode Holdings, Inc. and Synchronous, LLC. FIRST MODE: Hires Young Conaway Stargatt as Bankruptcy Co-Counsel ----------------------------------------------------------------- First Mode Holdings Inc. and its affiliate seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Young Conaway Stargatt & Taylor, LLP as bankruptcy co-counsel. The firm's services include: a. providing legal advice and services regarding Local Rules, practices, and procedures and providing substantive and strategic advice on how to accomplish the Debtors' goals in connection with the prosecution of these cases, bearing in mind that the Court relies on co-counsel such as Young Conaway to be involved in all aspects of each bankruptcy proceeding; b. reviewing, commenting, and/or preparing drafts of documents to be filed with the Court as co-counsel to the Debtors; c. appearing in Court and at any meeting with the United States Trustee for the District of Delaware (the "U.S. Trustee") and any meeting of creditors at any given time on behalf of the Debtors as their co-counsel; d. performing various services in connection with the administration of these cases; e. advising First Mode Holdings, Inc.'s independent directors with respect to the investigation as to whether the Debtors hold potential claims against various parties, including their officers, directors, and certain related affiliates; and f. performing all other services assigned by the Debtors, in consultation with Latham, to Young Conaway as co-counsel to the Debtors. The firm's standard hourly rates from the petition date to Dec 31, 2024, were: Michael R. Nestor $1,335 per hour Kara Hammond Coyle $1,005 per hour Joseph M. Mulvihill $780 per hour Daniel Trager $565 per hour Troy Bollman (paralegal) $375 per hour In accordance with their historic practices, Young Conaway increased their hourly rates effective as of Jan. 1, 2025. The standard hourly rates effective Jan. 1, 2025, are: Michael R. Nestor $1,425 per hour Kara Hammond Coyle $1,085 per hour Joseph M. Mulvihill $860 per hour Daniel Trager $615 per hour Troy Bollman (paralegal) $385 per hour The firm received retainer payments in the amounts of $250,000 on Nov. 15, 2024. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Consistent with the United States Trustees' Appendix B -- Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, which became effective on Nov. 1, 2013, the firm provided these statements: a. Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement; b. None of the Firm's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 Cases; c. Young Conaway was retained by the Debtors pursuant to an engagement agreement dated as of November 10, 2024. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Application. d. The Debtors have approved or will be approving a prospective budget and staffing plan for Young Conaway's engagement for the post-petition period, as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Kara Hammond Coyle, a partner at Young Conaway Stargatt & Taylor, 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 through: Michael R. Nestor, Esq. Kara Hammond Coyle, Esq. Joseph M. Mulvihill, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: mnestor@ycst.com kcoyle@ycst.com jmulvihill@ycst.com About First Mode Holdings First Mode Holdings, Inc. is a multinational decarbonization company that designs, manufactures, and distributes hybrid battery systems and hydrogen fuel cell technologies for heavy duty mining and rail vehicles, along with hydrogen refueling equipment. First Mode Holdings, Inc. and Synchronous LLC filed for voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 24-12794) on December 15, 2024. In their petitions signed by Colin Mark Freed as chief financial officer, the Debtors reported consolidated assets of $10 million to $50 million and consolidated liabilities of $50 million to $100 million. The Hon. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as bankruptcy counsel and Latham & Watkins LLP as bankruptcy co-counsel. PJT Partners serves as investment banker to the Debtors, while M3 Partners LP acts as financial advisor. Omni Agent Solutions Inc is the claims and noticing agent for the Debtors. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of First Mode Holdings, Inc. and Synchronous, LLC. FIRST MODE: Seeks to Hire M3 Advisory as Financial Advisor ---------------------------------------------------------- First Mode Holdings Inc. and its affiliate seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire M3 Advisory Partners, LP to serve as their financial advisor. The firm will render these services: a) assist the Debtors in the development and administration of its short-term cash flow forecasting and related methodologies, as well as its cash management planning; b) provide such assistance as reasonably may be required by management of the Debtors in connection with (i) development of its business plan, (ii) any restructuring plans and strategic alternatives intended to maximize enterprise value, and (iii) any related forecasts that may be required by creditor constituencies in connection with negotiations or by the Debtors for other corporate purposes; c) assist the professionals who are representing the Debtors in the reorganization process or who are working for the Debtors' various stakeholders to coordinate their effort and individual work product to be consistent with the Debtors' overall restructuring goals; d) assist, if required, the Debtors in communications and negotiations with their outside constituents, including creditors, trade vendors and their respective advisors; e) assist the Debtors in obtaining and presenting such information as may be required by the parties in interest to the Chapter 11 Cases and bankruptcy processes that may be initiated by the Debtors, including any creditors' committees and the bankruptcy court; f) provide such other services as are reasonable and customary for a financial advisor in connection with the administration and prosecution of a bankruptcy proceeding; g) provide such other Services as are described in the Engagement Letter; and h) provide such additional services as M3 and the Debtors shall otherwise agree in writing. The hourly rates of the firm's counsel are as follows: Managing Partner $1,500 Senior Managing Director $1,390 Managing Director $1,150 - $1,290 Senior Director $1,120 Director $940 - $1,060 Vice President $840 Senior Associate $725 Associate $615 Analyst $500 In addition, the firm will seek reimbursement for expenses incurred. M3 is a "disinterested person" as that term is defined under section 101(14) of the Bankruptcy Code, as disclosed in the court filing. The firm can be reached through: Mohsin Y. Meghji M3 Advisory Partners, LP 1700 Broadway, 19th Floor New York, NY 10019 Phone: (212) 202-2200 Email: mmeghji@m3-partners.com About First Mode Holdings First Mode Holdings, Inc. is a multinational decarbonization company that designs, manufactures, and distributes hybrid battery systems and hydrogen fuel cell technologies for heavy duty mining and rail vehicles, along with hydrogen refueling equipment. First Mode Holdings, Inc. and Synchronous LLC filed for voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 24-12794) on December 15, 2024. In their petitions signed by Colin Mark Freed as chief financial officer, the Debtors reported consolidated assets of $10 million to $50 million and consolidated liabilities of $50 million to $100 million. The Hon. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as bankruptcy counsel and Latham & Watkins LLP as bankruptcy co-counsel. PJT Partners serves as investment banker to the Debtors, while M3 Partners LP acts as financial advisor. Omni Agent Solutions Inc is the claims and noticing agent for the Debtors. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of First Mode Holdings, Inc. and Synchronous, LLC. FIRST MODE: Seeks to Hire PJT Partners LP as Investment Banker -------------------------------------------------------------- First Mode Holdings Inc. and its affiliate seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire PJT Partners LP as investment banker. The firm will render these services: a. assist in the evaluation of the Debtors' businesses and prospects; b. assist in the review and development of the Debtors' long-term business plan and related financial projections; c. assist in the development of financial data and presentations to the Debtors' board of directors, various creditors and/or third parties; d. analyze the Debtors' financial liquidity and evaluate alternatives to improve such liquidity; e. analyze various Restructuring scenarios and the potential impact of these scenarios on the recoveries of those stakeholders impacted by the Restructuring; f. provide strategic advice with regard to restructuring or refinancing the Debtors' Obligations; g. evaluate the Debtors' debt capacity and alternative capital structures; h. participate in negotiations among the Debtors and their creditors, suppliers, lessors, and other interested parties; i. value securities offered by the Debtors in connection with a Restructuring; j. assist in arranging financing for the Debtors, as requested; k. provide expert witness testimony in connection with the Chapter 11 Cases concerning any of the subjects encompassed by the other investment banking services; l. assist the Debtors in preparing marketing materials in conjunction with a possible Transaction; m. assist the Debtors in identifying potential buyers or parties in interest to a Transaction and assist in the due diligence process; n. assist and advise the Debtors concerning the terms, conditions and impact of any proposed Transaction, Restructuring and/or Capital Raise; and o. provide such other advisory services as are customarily provided in connection with the analysis and negotiation of a transaction similar to a potential Transaction, Restructuring and/or Capital Raise, as requested and mutually agreed. The firm will be compensated as follows: a. Monthly Fee: The Debtors shall pay a monthly advisory fee (the "Monthly Fee") in the amount of $150,000. Fifty percent (50%) of all Monthly Fees paid to PJT after the third (3rd) Monthly Fee has been paid (i.e., after $450,000 has been paid) shall be credited, only once and without duplication, against any Transaction Fee or Full Restructuring Fee. b. Capital Raising Fee: The Debtors shall pay a capital raising fee (the "Capital Raising Fee") for any Capital Raise, earned and payable upon the closing of such Capital Raise. If access to the financing is limited by orders of the bankruptcy court, a proportionate fee shall be payable with respect to each available commitment (irrespective of availability blocks, borrowing base, or other similar restrictions). The Capital Raising Fee will be calculated as: i. Secured Debt: two percent (2%) of the total issuance and/or committed amount of senior debt financing, ii. Junior/Unsecured Debt: Three-percent (3.0%) of the total issuance and/or committed amount of junior debt financing, or unsecured debt financing (including, without limitation, financing that is junior in right of payment, second lien, subordinated (structurally or otherwise) and unsecured debt), and iii. Equity Financing: Five-percent (5.0%) of the issuance and/or committed amount of equity financing, in each case, including by means of a back-stop commitment; provided that, if any portion of the debt or equity financing is raised from Anglo American and/or its affiliates (collectively, the "Sponsor"), then no Capital Raising Fee shall be payable in respect of such portion of the financing or capital raised from the Sponsor. c. Transaction Fee: The Debtors shall pay a fee in respect of a Transaction (the "Transaction Fee") earned and payable in cash at the closing of such Transaction directly out of the proceeds of the Transaction and/or other available cash, calculated as 4.0% of the Transaction Value, provided that, the minimum Transaction Fee payable in respect of any Transaction shall be $6,000,000. d. Restructuring Fee: The Debtors shall pay a fee in respect of a Restructuring (the "Restructuring Fee") equal to $6,000,000 (such amount being referred to herein as the "Full Restructuring Fee"), earned and payable upon the consummation of a Restructuring; provided that, (a) in the event that the Debtors are liquidated and/or wound-down (in each case, (1) after which time, the business of the Debtors ceases to continue and (2) other than following a section 363 sale of a material portion of the business or assets of the Debtors as a going concern) and PJT is not otherwise entitled to the Transaction Fee in respect of such transaction, the Restructuring Fee shall be $2,000,000 (such reduced amount being referred to herein as the "Reduced Restructuring Fee") (for the avoidance of doubt, in the event that a Restructuring is consummated pursuant to and/or in connection with a Chapter 11 plan or section 363 sale, the Full Restructuring Fee shall be payable to PJT Partners hereunder), (b) in the event that PJT Partners has earned and is paid the Transaction Fee, no Restructuring Fee shall be earned or payable under the Engagement Letter, and (c) any Restructuring Fee paid to PJT Partners shall be 100% credited, only once and without duplication, against any Transaction Fees payable under the Engagement Letter. e. Expense Reimbursements: In addition to the fees described above, the Debtors agree to reimburse PJT for all reasonable and documented out-of-pocket expenses incurred during PJT's engagement, including, but not limited to, travel and lodging, direct identifiable data processing, document production, publishing services and communication charges, courier services, working meals, reasonable and documented fees and expenses of PJT's outside counsel (without the requirement that the retention of such counsel be approved by the court in any bankruptcy case), and other necessary expenditures, payable upon rendition of invoices setting forth in reasonable detail the nature and amount of such expenses. Further, in connection with the reimbursement, contribution and indemnification provisions set forth in the Engagement Letter and Attachment A to the Engagement Letter (the "Indemnity Agreement"), which is incorporated therein by reference and addressed further below, the Debtors agree to reimburse each PJT Party, for its legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection with any matter in any way relating to or referred to in the Engagement Letter or arising out of the matters contemplated by the Engagement Letter (including, without limitation, in enforcing the Engagement Letter), subject to certain exceptions, imitations, and requirements set forth in the Indemnity Agreement. Matthew Parr, a partner of PJT, assured the court that the firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code. The firm can be reached through: Matthew Parr PJT Partners LP 280 Park Avenue New York, NY 10017 Tel: (212) 364-7800 Email: info@pjtpartners.com About First Mode Holdings First Mode Holdings, Inc. is a multinational decarbonization company that designs, manufactures, and distributes hybrid battery systems and hydrogen fuel cell technologies for heavy duty mining and rail vehicles, along with hydrogen refueling equipment. First Mode Holdings, Inc. and Synchronous LLC filed for voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 24-12794) on December 15, 2024. In their petitions signed by Colin Mark Freed as chief financial officer, the Debtors reported consolidated assets of $10 million to $50 million and consolidated liabilities of $50 million to $100 million. The Hon. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as bankruptcy counsel and Latham & Watkins LLP as bankruptcy co-counsel. PJT Partners serves as investment banker to the Debtors, while M3 Partners LP acts as financial advisor. Omni Agent Solutions Inc is the claims and noticing agent for the Debtors. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of First Mode Holdings, Inc. and Synchronous, LLC. FIRST MODE: Taps Latham & Watkins as Bankruptcy Co-Counsel ---------------------------------------------------------- First Mode Holdings Inc. and its debtor-affiliate seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Latham & Watkins LLP as bankruptcy co-counsel. The firm will render these services: a. advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advise and consult on the conduct of the Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; c. advise the Debtors and take all necessary action to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors' interests in negotiations concerning litigation in which the Debtors are involved; d. analyze proofs of claim filed against the Debtors and object to such claims as necessary; e. represent the Debtors in connection with obtaining authority to continue using cash collateral and to procure post-petition financing; f. attend meetings and negotiate with representatives of creditors, interest holders, and other parties in interest; g. analyze executory contracts and unexpired leases and potential assumptions, assignments, or rejections of such contracts and leases; h. prepare pleadings in connection with the Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; i. advise the Debtors in connection with any potential sale of assets; j. take necessary action on behalf of the Debtors to obtain approval of the Disclosure Statement and confirmation of the Plan; k. appear before this Court or any appellate courts to protect the interests of the Debtors' estates before those courts; l. advise on corporate, litigation, finance, tax, employee benefits, and other legal matters; and m. perform all other necessary legal services for the Debtors in connection with the Chapter 11 Cases. The firm will be paid at these rates as of Jan. 1, 2025: Partners $1,680 to $2,650 per hour Counsel $1,595 to $2,070 per hour Associates $835 to $1,635 per hour Professional Staff $255 to $980 per hour Paralegals $355 to $755 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: The firm's current hourly rates for services rendered on behalf of the Debtors are set forth above. These rates have been used since January 1 of this year. During the prior calendar year, L&W used the following rates for services rendered on behalf of the Debtors: $1,565 to $2,565 for partners; $1,500 to $1,670 for counsel; $870 to $1,670 for associates; $255 to $1,320 for professional staff; and $310 to $795 for paralegals. All material financial terms have otherwise remained unchanged since the prepetition period, except for a post-petition 50% discount for non-working travel time. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The firm has provided with a prospective budget and staffing plan, covering the period from the Petition Date to March 10, 2025. Caroline Reckler, Esq., a partner at Latham & Watkins 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: Caroline A. Reckler, Esq. LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, NY 10020 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 Email: george.davis@lw.com About First Mode Holdings First Mode Holdings, Inc. is a multinational decarbonization company that designs, manufactures, and distributes hybrid battery systems and hydrogen fuel cell technologies for heavy duty mining and rail vehicles, along with hydrogen refueling equipment. First Mode Holdings, Inc. and Synchronous LLC filed for voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 24-12794) on December 15, 2024. In their petitions signed by Colin Mark Freed as chief financial officer, the Debtors reported consolidated assets of $10 million to $50 million and consolidated liabilities of $50 million to $100 million. The Hon. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as bankruptcy counsel and Latham & Watkins LLP as bankruptcy co-counsel. PJT Partners serves as investment banker to the Debtors, while M3 Partners LP acts as financial advisor. Omni Agent Solutions Inc is the claims and noticing agent for the Debtors. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of First Mode Holdings, Inc. and Synchronous, LLC. FREIGHT TECHNOLOGIES: Liquidity Condition Raises Substantial Doubt ------------------------------------------------------------------ Freight Technologies, Inc. disclosed in its Unaudited Financial Results filed with the U.S. Securities and Exchange Commission for the six months ended June 30, 2024, that there is substantial doubt about its ability to continue as a going concern. Fr8Tech reported a net loss of $4.21 million on $8.1 million of net revenue for the six months ended June 30, 2024, compared to a net loss of $4.23 million on $7.6 million of net revenue for the same period in 2023. As of and for the six months ended June 30, 2024, the Company has an accumulated deficit of $43.5 million, negative shareholders' equity of $0.03 million, a negative working capital of $0.8 million, short-term debt of $5.6 million and $0.5 million of unrestricted cash on hand. For the six months ending June 30, 2024 and 2023, the Company has reported operating losses and negative cash flows from operations. According to the Company, since inception, it has met its cash needs through proceeds from issuing convertible notes, loans, and issuance of shares. The Company met its cash needs through a combination of borrowing against a revolving credit facility, promissory notes, and sales of equity. The Company's cash requirements are generally for operating activities. The Company currently projects that it will need to draw additional funds on its existing facilities and additional capital to fund its current operations and capital investment requirements until the Company scales to a revenue level that permits cash self-sufficiency. As a result, the Company may need to raise additional capital or secure debt funding to support on-going operations until such time. This projection is based on the Company's current expectations regarding revenues, expenditures, cash burn rate and other operating assumptions. The sources of this capital are anticipated to be from drawing on existing facilities, and/or the sale of equity, any of which may not be achievable on favorable terms, or at all. Additionally, any debt or equity transactions may cause significant dilution to existing stockholders. If the Company is unable to raise additional capital moving forward, its ability to operate in the normal course and continue to invest in its product portfolio may be materially and adversely impacted and the Company may be forced to scale back operations or divest some or all of its assets. As a result, in connection with the Company's assessment of going concern, management has determined that the Company's liquidity condition raises substantial doubt about the Company's ability to continue as a going concern within the next 12 months. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at: https://tinyurl.com/mryusfx9 About Freight Technologies, Inc. Freight Technologies (Nasdaq: FRGT) is a logistics management innovation company, offering a diverse portfolio of technology-driven solutions that address distinct challenges within the supply chain ecosystem As of June 30, 2024, the Company had $9.03 million in total assets, $9.06 million in total liabilities, and $32,356 in total stockholders' deficit. GCM GROSVENOR: Moody's Hikes CFR to Ba1 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings has upgraded GCM Grosvenor Inc.'s (GCM or Grosvenor) Corporate Family Rating to Ba1 from Ba2 and Probability of Default Rating to Ba1-PD from Ba2-PD. Concurrently, Moody's upgraded Grosvenor's senior secured bank credit facility ratings (issued by Grosvenor Capital Management Holdings, LLLP) to Ba1 from Ba2. The outlook for both entities is changed to stable from positive. RATINGS RATIONALE The upgrade to Ba1 reflects the continued positive momentum in GCM's operating performance following the move to a positive outlook in January 2024. The company's AUM has shown consistent growth as a result of favorable investment performance and positive inflows into privates, as well as a stabilization of net flows in its public market hedge fund business. The steady growth of GCM's private markets business, which now accounts for over two-thirds of AUM, has strengthened the company's credit profile by bringing more diversity and stability to the company's earnings mix. As a result of this progress, the company's leverage has been sustained below 3.5x and Moody's expect leverage to remain in the low 3x range. Grosvenor is now one of the few leading alternatives firms with customizable solutions covering a full range of alternative investment products ranging from liquid hedge funds to less liquid private equity, infrastructure and credit. In recent years, GCM continues to opportunistically build out adjacent products within their areas of competencies in a largely organic manner. The firm has gradually added capabilities to broaden its private investment offerings starting from private equity to include infrastructure, real estate, credit and sustainability investments. GCM also has leveraged its customized separate account capabilities to partner more closely with their client base, thereby improving client retention rates. The firm's most recent strategic initiative into retail distribution has been pursued via partnerships and incremental organic investments. GCM's rating is constrained by its financial flexibility, negative shareholder equity position and exposure to the unique valuation and reputational risks that accompany investing in private assets. OUTLOOK The stable outlook for GCM reflects Moody's expectations that the firm will maintain its positive momentum in organic AUM growth, continue with its measured growth objectives prudently and that leverage will organically decline as the business grows. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's said factors that could lead to an upgrade include: 1) Sustained annual revenues in excess of $750mm; 2) Pre-tax income margins above 30%; 3) Leverage (Debt/EBITDA) sustained below 3.0x (as measured by us). Conversely, Moody's said factors that could lead to a downgrade include: 1) AUM replacement rate below 85%; 2) Leverage (Debt/EBITDA) sustained above 4.0x; 3) Pre-tax income margins below 15%; 4) Loss of brand name/reputation due to tainted investments or firm behavior. Headquartered in Chicago, IL, Grosvenor Capital Management Holdings, LLLP is a global alternative asset manager and one of the largest and oldest players in the alternative investments industry. As of December 31, 2024, Grosvenor had approximately $80 billion in assets under management with a predominantly institutional client base. The principal methodology used in these ratings was Asset Managers published in May 2024. H-FOOD HOLDINGS: Hires Deloitte Tax as Tax Services Provider ------------------------------------------------------------ H-Food Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Deloitte Tax LLP as tax advisory services provider. The firm's services include: (a) 2024 Tax Advisory Engagement Letter. Pursuant to the terms and conditions set forth in the 2024 Tax Advisory Engagement Letter, Deloitte Tax will provide tax advisory services on federal, foreign, state and local tax matters as requested by the Debtor and agreed to by the Debtors for the period through March 31, 2025. (b) 2023 Tax Advisory Engagement Letter. Pursuant to the terms and conditions set forth in the 2023 Tax Advisory Engagement Letter, Deloitte Tax will provide tax advisory services on federal, foreign, state and local tax matters as requested by the Debtors and agreed to by the Debtors for the period through March 31, 2024. (c) Tax Compliance Engagement Letter. Pursuant to the terms and conditions set forth in the Tax Compliance Engagement Letter, Deloitte Tax will prepare the 2023 federal, state and local income tax returns identified in Exhibit A, Listing of Income Tax Returns attached as Exhibit A to the Tax Compliance Engagement Letter, as well as assist in calculating the amounts of extension payments, preparing extension requests and calculating 2024 quarterly estimated tax payments as requested by the Debtors. In addition, Deloitte Tax will provide tax advisory services to the Debtors with respect to tax inventory and other related matters for the taxable year ended December 30, 2023 (the "Section 263A Services"), as follows: (1) Assisting the Debtors with analyzing data and conduct interviews of Debtor personnel, as appropriate, to discuss and document the categorization of Debtors' departments as capitalizable, deductible, or mixed service departments for tax purpose; (2) Assisting the Debtors with analyzing Debtor–provided calculation of book/tax differences and supporting documentation to determine the nature of activities to which they relate for purposes of allocating applicable adjustments through the UNICAP computations; and (3) Assisting the Debtors with preparing a separate December 30, 2023 UNICAP computation for each of the following entities: Hearthside Holdcp, Standard Functional Foods Group, Oak State Products, LLC, Hearthside USA–CPG Partners, LLC, Hearthside USA–Products and Food Service, LLC, Hearthside USA, LLC, Interbake Foods, LLC. Pursuant to the terms and conditions set forth in the Tax Compliance Engagement Letter, Deloitte Tax will also provide U.S. federal income tax advisory services to the Debtors ("Partnership Allocation Services") as follows: (4) Assisting the Debtors with allocating IRC section 704(b) and tax depreciation and gain/(loss) by Debtor member by asset; (5) Assisting the Debtors with calculating the Debtors' IRC section 704I built-in gain/(loss) by Debtor member by asset and related allocations; and (6) Assisting the Debtors with the maintenance of IRC section 704(b) and tax capital accounts for Debtor members for tax year 2023. Pursuant to the terms and conditions set forth in the Tax Compliance Engagement Letter, Deloitte Tax will also provide tax depreciation advisory services (the "DART Services") for the tax year ended Dec. 30, 2023 to the entities specifically listed in the Listing of Entities in Scope for DART Services section of Exhibit A attached to the Tax Compliance Engagement Letter. (d) Debt Restructuring Work Order. Pursuant to the terms and conditions set forth in the Debt Restructuring Work Order, Deloitte Tax has agreed to perform the services set forth below related to debt discharge and other tax issues arising in connection with the Debtors' potential restructuring and/or potential Chapter 11 filing of which Debtors may become the subject, as follows: (1) Advising the Debtors as they consult with its legal and financial advisors on the cash tax effects of restructuring, bankruptcy and the post‐restructuring tax profile, including transaction costs and/or plan of reorganization tax costs, and the cash tax effects of the Chapter 11 filing and emergence transaction, including obtaining an understanding of the Debtors' financial advisors' valuation model to consider the tax assumptions contained therein; (2) Advising the Debtors regarding the restructuring and bankruptcy emergence process from a tax perspective, including analyzing various structuring alternatives and modification of debt; (3) Advising the Debtors on the cancellation of debt income for tax purposes under Internal Revenue Code ("IRC") section 108, including cancellation of debt income generated from a restructuring, bankruptcy emergence transaction, and/or modification of the debt; (4) Advising the Debtors on post‐restructuring tax attributes and post‐bankruptcy tax attributes (tax basis in assets, tax basis in subsidiary stock and net operating loss carryovers) available under the applicable tax regulations and the reduction of such attributes based on the Debtors' operating projections; including a technical analysis of the effects of Treasury Regulation Section 1.1502‐28 and the interplay with IRC sections 108 and 1017; (5) Advising the Debtors on net built‐in gain or net built‐in loss position at the time of "ownership change" (as defined under IRC section 382), including limitations on use of tax losses generated from post‐ restructuring or post‐bankruptcy asset or stock sales; (6) If eventually applicable, advising Client on the effects of tax rules under IRC sections 382(l)(5) and (l)(6) pertaining to the post‐bankruptcy net operating loss carryovers and limitations on their utilization, and the Debtors' ability to qualify for IRC section 382(l)(5); (7) Advising the Debtors as to the treatment of post‐petition interest for federal and state income tax purposes, including the applicability of the interest limitations under IRC section 163(j); (8) Advising the Debtors as to the state and federal income tax treatment of pre‐petition and post‐petition reorganization costs including restructuring‐related professional fees and other costs, the categorization and analysis of such costs, and the technical positions related thereto; (9) Advising the Debtors with its evaluation and modeling of the tax effects of liquidating, disposing of assets, merging or converting entities as part of the restructuring, including the effects on federal and state tax attributes, state incentives, apportionment and other tax planning; (10) Advising the Debtors on state income tax treatment and planning for restructuring or bankruptcy provisions in various jurisdictions including cancellation of indebtedness calculations, adjustments to tax attributes and limitations on tax attribute utilization; (11) Advising the Debtors on responding to tax notices and audits from various taxing authorities; (12) Assisting the Debtors with identifying potential tax refunds and advising the Debtors on procedures for tax refunds from tax authorities; (13) Advising the Debtors on income tax return reporting of restructuring and/or bankruptcy issues and related matters; (14) Assisting the Debtors with documenting as appropriate, the tax analysis, development of the Debtors' opinions, recommendation, observations, and correspondence for any proposed restructuring alternative tax issue or other tax matter described above (does not include preparation of information for tax provision or financial reporting purposes); (15) Advising the Debtors with non‐U.S. tax implications and structuring alternatives; (16) Advising the Debtors with their efforts to calculate tax basis in the stock of each of the Debtors' subsidiaries or other equity interests; (17) Advising the Debtors with their efforts to calculate tax basis in assets by entity; (18) Advising the Debtors regarding other state, federal, or international income tax questions and/or computations that may arise in the course of this engagement; and (19) Assisting the Debtors in documenting as appropriate, the tax analysis, development of the Debtors' opinions, recommendation, observations, and correspondence for any proposed debt restructuring or combination alternative tax issue or other tax matter. Prior to the Petition Date, Deloitte Tax received retainers in the aggregate amount of approximately $415,600 for services to be performed for the Debtors. Pursuant to the terms of the 2024 Tax Advisory Engagement Letter, Deloitte Tax will bill the Debtors based on the amount of professional time required and the experience level of the professionals involved, as follows: Washington National Tax or National $1,035 Specialist (Partner / Principal / Managing Director) Partner / Principal / Managing Director $935 Senior Manager $835 Manager $705 Senior $590 Associate $475 Pursuant to the terms of the 2023 Tax Advisory Engagement Letter, Deloitte Tax will bill the Debtors based on the amount of professional time required and the experience level of the professionals involved, as follows: Washington National Tax or National $1,005 Specialist (Partner / Principal / Managing Director) Partner / Principal / Managing Director $907 Senior Manager $812 Manager $686 Senior $571 Associate $462 Pursuant to the terms of the Tax Compliance Engagement Letter, Deloitte Tax will bill the Debtors professional fees of approximately $718,150 for the preparation of tax returns, including services related to extensions and quarterly estimates, Section 263A Services, Partnership Allocation Services and DART Services. In addition, with respect to the preparation of additional state and local tax returns not listed in Exhibit A attached to the Tax Compliance Engagement Letter, Deloitte Tax will bill the Debtors approximately $2,100 for each partnership return, $1,785 for each separate company corporate return, $2,625 for each combined return and $630 for each withholding or filing fee form. Pursuant to the terms of the Debt Restructuring Work Order, Deloitte Tax will bill the Debtors based on the amount of professional time required and the experience level of the professionals involved, as follows: Partner / Principal / Managing Director $1,070 Senior Manager $940 Manager $800 Senior Staff $690 Staff $580 Deloitte Tax received a retainer in the amount of $415,600. Christina Lynch, managing director at Deloitte Tax LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Christina Lynch Deloitte Tax LLP 111 S. Wacker Dr., Suite 2100 Chicago, IL 60606 Phone: (312) 486-1000 About H-Food Holdings H-Food Holdings, LLC, formerly known as Matterhorn Merger Sub, LLC, was founded in 2009 in Grand Rapids, Mich. The company and its affiliated debtors are a contract manufacturer of food products, producing and supplying, among other things, nutrition bars, frozen packaged foods, meal kits, snacks, sauces, refrigerated trays, overwrap, custom packaging solutions, and more to customers. As the largest food co-manufacturer in North America, the Debtors manufacture some of the most valued and recognizable brands, and the Debtors' key customers include many of the leading consumer packaged goods customers in North America. The Debtors filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90586) on Nov. 22, 2024, listing $1 billion to $10 billion in both assets and liabilities. Robert M. Caruso, chief restructuring officer, signed the petitions. Judge Alfredo R. Perez presides over the cases. The Debtors tapped Ropes & Gray, LLP as general bankruptcy counsel; Porter Hedges, LLP as co-bankruptcy counsel; Evercore Group, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. HARVEY CEMENT: Seeks to Hire SVN Chicago as Real Estate Broker -------------------------------------------------------------- Harvey Cement Products seeks approval from the U.S. Bankruptcy for the Northern District of Illinois to employ SVN Chicago Commercial as real estate broker. SVN Chicago Commercial will market and sell the Debtor's property located at 16030 Park Avenue, Harvey, Illinois. SVN will be entitled to a commission of 6 percent of the gross sale price. Michael Thanasouras, managing broker of SVN, assured the court that his firm is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The firm can be reached through: Michael Thanasouras SVN Chicago Commercial 940 W Adams St STE 200 Chicago, IL 60607 Telephone: (312) 529-5793 Cell: (773) 931-6847 Email: michael.thanasouras@svn.com About Harvey Cement Products Harvey Cement Products Incorporated founded in 1947, has grown over the years to be one of the leading manufacturers of over 200 varieties and sizes of masonry products and is able to deliver customer orders to virtually any job site in the contiguous United States. Harvey Cement Products Incorporated sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-18335) on Dec. 5, 2024. In the petition filed by Gordon Steck, as vice president, the Debtor reports total liabilities of $1,174,348. Honorable Bankruptcy Judge Jacqueline P. Cox handles the case. The Debtor is represented by Scott R. Clar, Esq. at CRANE, SIMON, CLAR & GOODMAN. HIGH PLAINS RADIO: Court OKs Interim Use of Cash Collateral ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Wichita Falls Division granted High Plains Radio Network, LLC authorization to use its secured creditors' cash collateral. The order authorized the company to use cash collateral, including post-petition cash and revenue, to pay the expenses set forth in its budget. The U.S. Small Business Administration and other creditors with interests in cash collateral were granted replacement liens to protect their interests. As additional protection, the SBA will receive payment of $180 per month to the SBA and $1,000 per week to Union Funding Source, Inc. starting on April. The replacement liens granted to creditors are subordinate to trustee fees and do not encumber avoidance claims. About High Plains Radio Network High Plains Radio Network, LLC is in the radio broadcasting business. High Plains Radio Network filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 24-70089) on March 26, 2024, with $1 million to $10 million in both assets and liabilities. Monte L. Spearman, manager, signed the petition. Honorable Bankruptcy Judge Scott W. Everett handles the case. The Debtor is represented by: Jeffery D. Carruth Weycer Kaplan Pulaski & Zuber, P.C. Tel: 713-341-1158 Email: jcarruth@wkpz.com HYPHA LABS: Inks Amended Consulting Pact With CEO-Owned Duck's Nest ------------------------------------------------------------------- Hypha Labs, Inc., filed a Form 8-K with the Securities and Exchange Commission on Jan. 24, 2025, reporting that it entered into an Amended and Restated Consulting, Confidentiality and Proprietary Rights Agreement with Duck's Nest Investments, Inc., an entity wholly-owned by A. Stone Douglass, a director of the Company and the Company's Chairman, president, chief executive officer, chief financial officer and secretary. The A&R Consulting Agreement is effective as of Jan. 1, 2025, and amends and restates that certain Consulting, Confidentiality and Proprietary Rights Agreement, dated Sept. 1, 2021, by and between the Company and the Consultant. Pursuant to the A&R Consulting Agreement, Mr. Douglass will, among other things: (i) have the titles of chairman, president, chief executive officer, chief financial officer and secretary; (ii) work with the Company's financial and other staff; (iii) interface with the Company's outside accounting firm and law firm; (iv) interface with the Company's auditors; (v) supervise all public filings with the Securities and Exchange Commission and Nasdaq Stock Market; and (vi) report to the Company's Board of Directors. The A&R Consulting Agreement has a term of one year from the Effective Date, and is subject to renewal and extension for successive one-year periods. In consideration for the services rendered pursuant to the A&R Consulting Agreement, the Consultant will be paid $10,000 per month. The A&R Consulting Agreement also includes confidentiality, non-solicitation and other customary provisions. In addition, the Company adopted a new Code of Conduct and Business Ethics, which applies to all directors, officers and employees of the Company and its subsidiaries, effective Jan. 24, 2025. About Hypha Labs Hypha Labs, Inc. focuses on the research, development, and commercialization of its Hypha Micropearl bioreactor, a home appliance designed to accelerate the production of functional mushrooms. The bioreactor produces Micropearls, enriched mycelium of medicinal mushrooms, in just eight days, which are tasteless, odorless, and easily incorporated into food and beverages. These Micropearls contain active mushroom ingredients known for their health benefits. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Jan. 13, 2025. The report highlights that the Company has an accumulated deficit, net losses, and believes cash on hand is not sufficient to sustain operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Hypha Labs reported a net loss of $785,429 for the year ended Sept. 30, 2024. As of Sept. 30, 2025, the Company had $493,805 in total assets, $1.42 million in total liabilities, $333,600 in series B convertible preferred stock, and a total stockholders' deficit of $1.26 million. "Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to achieve sustainable revenues and profitable operations. Since inception, we have raised funds primarily through the sale of equity securities and convertible notes. We will need additional funds to commercially launch and then operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations or cause substantial dilution for our stockholders. If we are unable to obtain additional funds, our ability to carry out and implement our planned business objectives and strategies will be significantly delayed, limited or may not occur. We cannot guarantee that we will ever generate revenue and become profitable. Even if we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability and our failure to do so would adversely affect our business, including our ability to raise additional funds," said Hypha Labs in its 2024 Annual Report. ILEARNINGENGINES INC: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- The U.S. Trustee for Region 3 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of ILearningEngines Inc. About iLearningEngines iLearningEngines offers an Artifical Intelligence platform focused on automation of learning and enabling organizations to drive mission critical outcomes at scale. iLearningEngines filed Chapter 11 petition (Bankr. D. Del. Lead Case No. 24-12826) on December 20, 2024. Bonnie-Jeanne Gerety, interim chief financial officer of iLearningEngine, signed the petition. The Debtor reported total assets of $148,848,000 and total debts of $141,036,000 as of September 30, 2024. Judge Laurie Selber Silverstein handles the case. The Debtor is represented by Ian J. Bambrick, Esq., at Faegre Drinker Biddle & Reath, LLP. IM3NY LLC: New York Lithium Gigafactory Ends Up in Chapter 11 ------------------------------------------------------------- iM3NY LLC and subsidiary Imperium3 New York, Inc., sought Chapter 11 protection before it could begin commercial and full operations at its gigafactory in Endicott, New York. Lukasz Cianciara, the CEO of Imperium3, explains the Company completed construction of its Facility in mid-2022. By late 2022, the Facility was commissioned and ready for operation and began producing battery cells. However, by early 2023, technical and production challenges delayed the manufacturing process, necessitating additional engineering and capital expenditures to optimize the existing production processes and equipment. The Company required additional funding to address these challenges, but despite its best efforts, it was unable to find viable sources of capital. In September 2024, the former lender, R-SPV II, L.L.C., declined to provide additional working capital to fund the Company's continued operations, forcing the Company to temporarily lay off all of its employees in October. On Oct. 24, 2024, R-SPV II assigned all of its interests in the Credit Agreement and other loan documents to HSBC Bank PLC. Thereafter, HSBC provided additional working capital through the Emergency Bridge Funding which enabled the Company to rehire 22 employees to restart and continue operations. On a limited budget, funded by the emergency bridge funding from HSBC, the Company was able to achieve key third-party certifications in the 4th quarter of 2024 and January 2025 and position the Company to begin commercialization of its lithium-ion battery cells in the beginning of 2025. On December 31, 2024, the Debtors engaged Hilco Corporate Finance as its investment banker to advise and help execute on a sale of the Debtors' business and/or substantially all their assets, or a restructuring of the Debtors’ balance sheet. During the marketing process, Hilco created a list of potential buyers and investors, a teaser and a detailed confidential information memorandum (the "CIM") about the Company. Hilco has sent, or is in the process of sending, the Teaser and a form of non-disclosure agreement ("NDA") to over 200 potential buyers and investors. Several of these potential buyers and investors have already returned comments to the form of NDA. Hilco and the Debtors are in the process of reviewing these comments and sending a CIM to these parties. The prepetition marketing process will continue during the Chapter 11 cases to ensure the Debtors maximize the value of the Debtors' assets for the benefit of all parties in interest. DIP Financing HSBC has agree to provide DIP financing to fund the costs of continued operations and these Chapter 11 Cases. The financing provides for a multi-draw priming DIP term loan credit facility. The DIP loan commitment includes a new money facility in the aggregate principal amount up to $2,500,000 plus a roll up of $15,000,000 of the prepetition secured obligations. The DIP agreement requires the Debtors to conduct an auction for the assets within 76 days after the Petition Date. As of the Petition Date, the Debtors owed HSBC in an aggregate principal amount of approximately $125.8 million. The Debtors are in default of the Credit Agreement, and the default interest on the prepetition obligations are accruing at $12.62 million. About iM3NY LLC iM3NY LLC, through its subsidiary Imperium3 New York, Inc., is a New York-based manufacturer of lithium-ion batteries, founded in 2017 by a consortium of companies including Charge CCCV LLC ("C4V"), Magnis Energy Technologies Ltd, Boston Energy and Innovation, Primet Precision Materials, and C&D Assembly. The Company was established to promote domestic manufacturing in the U.S. and to leverage C4V's exclusive U.S. manufacturing license for prismatic cell design, supply chain, and production processes. Operating from its state-of-the-art facility in Endicott, New York, iM3NY aims to be the first U.S. company to achieve large-scale ("Giga-scale") lithium-ion battery production. iM3NY LLC and affiliate Imperium3 New York, Inc. sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 25-10131) on Jan. 27, 2025. iM3NY estimated assets $50 million to $100 million, and liabilities of $100 million to $500 million. The Debtors tapped CHIPMAN BROWN CICERO & COLE, LLP, as general bankruptcy counsel, NOVO ADVISORS as financial advisor, and HILCO CORPORATE FINANCE as investment banker. STRETTO, INC., is the claims agent. IM3NY LLC: Runs Out of Cash, Pursues Bankruptcy Sale ---------------------------------------------------- iM3NY LLC and subsidiary Imperium3 New York, Inc., sought Chapter 11 protection after running out of cash before its "Giga-scale" lithium-ion battery manufacturing facility in Endicott, New York could take off. The Debtors are a pre-revenue company that has exhausted all of their current funds, amida net operating loss of $142.6 million. The Company filed Chapter 11 cases to begin a marketing process to identify potential financial and strategic partners for the Debtors and execute on any potential asset sales, in an effort to maximize value for all parties-in-interest. The Company built a gigafactory in Endicott, New York, intended to be the first commercial U.S. designed and developed "Giga-scale" lithium-ion battery manufacturing company in the United States. The facility presently employs 22 people. The former lender, R-SPV II, L.L.C., stopped providing funding as the Company continued to pursue efforts for the commercialization of its lithium-ion battery cells. In late October, HSBC Bank Plc, assumed the debt, and provided additional funding for the company. Hilco Corporate Finance in December commenced a marketing process to for a sale of the Debtors' business and/or substantially all their assets, or a restructuring of the Debtors' balance sheet. To finance the Chapter 11 cases, and allow the company to continue operating while it searches for a buyer, HSBC Bank PLC has agreed to provide $2.5 million of new money financing, which provides for a roll up of $15 million of prepetition debt. The DIP credit agreement requires the Debtors to conduct an auction for the assets within two-and-a-half months after the bankruptcy filing. Secured creditor HSBC is already owed the principal amount of $125.8 million. $70 Million in Investments To date, the Debtors raised in excess of $70 million of equity contributions from their investors and over $100 million of debt to fund the Debtors' business operations. iM3NY's operating unit, Imperium3, is a New York-based manufacturer of lithium-ion batteries that was founded in 2017 by a group of companies, including Charge CCCV LLC ("C4V"), Magnis Energy Technologies Ltd, Boston Energy and Innovation, Primet Precision Materials, and C&D Assembly, to foster U.S. domestic manufacturing and to utilize C4V's exclusive U.S. manufacturing license for prismatic cell design, supply chain and manufacturing processes within the Company's state-of-the-art facility. Magnis, a Sydney-based public company, is the majority equity holder in iM3NY, holding approximately 62.0% of iM3NY's outstanding common units and approximately 73.0% of its Class A preferred units. Vestal, New York-based C4V is a minority equity holder in iM3NY, holding 31.0% of iM3NY's outstanding common units and approximately 26.7% of its Class A preferred units. iM3NY LLC owns 95.5% of Imperium3. The other 4.5% of Imperium3 is owned by Riverstone Credit Partners (4%); Prisma Pelican Fund LLC (.25%) and HSBC Bank PLC (.25%). About iM3NY LLC iM3NY LLC, through its subsidiary Imperium3 New York, Inc., is a New York-based manufacturer of lithium-ion batteries, founded in 2017 by a consortium of companies including Charge CCCV LLC ("C4V"), Magnis Energy Technologies Ltd, Boston Energy and Innovation, Primet Precision Materials, and C&D Assembly. The Company was established to promote domestic manufacturing in the U.S. and to leverage C4V's exclusive U.S. manufacturing license for prismatic cell design, supply chain, and production processes. Operating from its state-of-the-art facility in Endicott, New York, iM3NY aims to be the first U.S. company to achieve large-scale ("Giga-scale") lithium-ion battery production. iM3NY LLC and affiliate Imperium3 New York, Inc. sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 25-10131) on Jan. 27, 2025. iM3NY estimated assets $50 million to $100 million, and liabilities of $100 million to $500 million. The Debtors tapped CHIPMAN BROWN CICERO & COLE, LLP, as general bankruptcy counsel, NOVO ADVISORS as financial advisor, and HILCO CORPORATE FINANCE as investment banker. STRETTO, INC., is the claims agent. IM3NY LLC: Runs Out of Funds, Files for Chapter 11 Bankruptcy ------------------------------------------------------------- Jonathan Randles of Bloomberg News reports that IM3NY, a company striving to become a leading US lithium-ion battery manufacturer, has filed for bankruptcy following allegations by Australian securities regulators that its majority owner failed to disclose operational issues at a New York facility. The Endicott, New York-based company, along with its affiliate Imperium3, sought bankruptcy protection in Delaware, according to the report. The filing aims to facilitate either a financial restructuring or the sale of the business, the report said. According to Imperium3 CEO Lukasz Cianciara, IM3NY has exhausted its resources despite raising over $70 million from investors and taking on more than $100 million in debt. About IM3NY LLC IM3NY LLC -- https://im3ny.com/ -- is an independent lithium-ion cell manufacturer that is commercializing cell chemistry developed in the USA. IM3NY LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 25-10131) on January 27, 2025. In its petition, the Debtor reports estimatd assets between $50 million and $100 million and estimated liabilities between $100 million and $500 million. Honorable Bankruptcy Brendan Linehan Shannon handles the case. The Debtor is represented by William E. Chipman, Jr., Esq., at Chipman Brown Cicero & Cole, LLP, in Wilmington, Delaware. The Debtor's financial advisor is Novo Advisors. The Debtors' Investment Banker is Hilco Corporate Finance. The Debtors' Noticing Claims Management and Reconciliation Consultant is Stretto, Inc. IMAC HOLDINGS: Financial Condition Raises Going Concern Doubt ------------------------------------------------------------- IMAC Holdings, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended September 30, 2024, that there is substantial doubt about its ability to continue as a going concern. According to the Company, as of September 30, 2024, it had $0.2 million in cash and negative working capital of $5.8 million. As of December 31, 2023, the Company had cash of $0.2 million and negative working capital of $0.8 million. The decrease in working capital was primarily due to the use of cash for operating expenses and minimal revenues during the nine months ended September 30, 2024. For the three months ended September 30, 2024, the Company reported a net loss of $2.2 million on $0.5 million in net revenues, compared to a net loss of $2.9 million with no reported net revenues for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $4 million on $0.7 million in net revenues, compared to a net loss of $8 million with no reported net revenues for the same period in 2023. IMAC said, "As of September 30, 2024, we had approximately $6.3 million in current liabilities. Approximately $2.1 million of our current liabilities outstanding were to our vendors. The current portion of our operating lease liability accounted for approximately $0.2 million of our current liabilities." The Company said, "As of September 30, 2024, we had an accumulated deficit of $59.9 million. We anticipate that we will need to raise additional capital to fund future operations. However, we may be unable to raise additional funds or enter into such arrangements when needed or favorable terms, or at all, which would have a negative impact on our financial condition and could force us to delay, limit, reduce or terminate our development or acquisition activity. Failure to receive additional funding could also cause us to cease operations, in part or in full. Furthermore, even if we believe we have sufficient funds for our current of future operating plans, we may seek additional capital due to favorable market conditions or strategic considerations. Our management team has determined that our financial condition raises substantial doubt as to our ability to continue as a going concern." A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/34e4nyhp About IMAC Holdings Franklin, Tennessee-based IMAC Holdings, Inc. provides services related to proteomic products that identify and support oncology clinical treatment decisions and biopharmaceutical drug development. As of September 30, 2024, the Company had $1.5 million in total assets, $6.3 million in total current liabilities, and $4.8 million in total stockholders' deficit. INDUSTRIAL RESOURCE: Taps Joyce Carmody & Moran as Special Counsel ------------------------------------------------------------------ Industrial Resource Services, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Joyce Carmody & Moran, PC as special counsel. The firm will represent the Debtor in a litigation in the Court of Common Pleas of Luzerne County regarding a former lease with Mark Popple. Lawrence Moran, Jr., Esq., the primary attorney in this representation, will be paid at an hourly rate of $205. Mr. Moran 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: Lawrence J. Moran, Jr., Esq. Joyce Carmody & Moran, PC 9 N. Main Street Pittston, PA 18640 Telephone: (570) 602 3560 Email: ljm@joycecarmody.com About Industrial Resource Services Industrial Resource Services, LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 24-02756) on Oct. 25, 2024, with $1 million to $10 million in both assets and liabilities. The petition was signed by Joseph Gilchrist as member. Bankruptcy Judge Mark J. Conway handles the case. The Debtor tapped Robert E. Chernicoff, Esq., at Cunningham, Chernicoff & Warshawsky, PC as counsel and Joyce Carmody & Moran, PC as special counsel. INRI LANDSCAPE: Gets Interim Approval to Use Cash Collateral ------------------------------------------------------------ Inri Landscape Management, Inc. got the green light from the U.S. Bankruptcy Court for the Northern District of Georgia to use cash collateral. The interim order signed by Judge James Sacca authorized the company to use cash collateral to pay the expenses specified in its budget, which shows projected monthly expenses of $76,617. Secured creditors were granted post-petition liens on all assets acquired by the company after its Chapter 11 filing to the same extent and with the same priority as their pre-bankruptcy liens. A final hearing is scheduled for Feb. 27. About INRI Landscape Management Inc. INRI Landscape Management Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-20039) on January 13, 2025. In the petition signed by Stacey Braselton, president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. The Debtor is represented by: Bradley J. Patten Smith, Gilliam, Williams & Miles, P.A. Tel: 770-536-3381 Email: bpatten@sgwmfirm.com INTERNATIONAL PETROLEUM: Moody's Affirms 'B1' CFR, Outlook Stable ----------------------------------------------------------------- Moody's Ratings affirmed International Petroleum Corp.'s (IPC) ratings, including its B1 long-term corporate family rating, IPC's B1-PD probability of default rating and the B1 rating of its backed senior unsecured notes. The outlook remains stable. RATINGS RATIONALE IPC's small scale reflecting a production of around 50 thousand barrels per day and limited diversification in mature fields in Canada (Aaa stable) are key constraints for the ratings. Additionally, most of its oil production is costly heavy crude from Canada, which trades at a discount to the WTI price. IPC's B1 CFR also reflects its relatively low capital spending requirements to sustain current levels of production of around $4 per boe. IPC has maintained conservative financial policies since 2017, with credit metrics often surpassing Moody's expectations for a B1 rating, to some degree mitigating the aforementioned credit constraints. As of September 2024 IPC's Moody's adjusted retained cash flow (RCF)/Debt (69%), Debt/EBITDA (1.3x) and Leveraged full cycle ratio (4.1x) were stronger than the guidelines Moody's set for the rating. However, Moody's project these metrics to get back within the expectation for the B1 CFR from 2025. In 2023, IPC started to embarked on a significant organic expansion in Canada (Blackrod Phase I), which should increase its scale from late 2026 onward. Moody's understand that the expansion is well on track in terms of timeline and budget as of Q3-2024. However, this expansion entails execution risks and requires substantial capital spending at least through 2025. IPC's good liquidity ($299 million of cash on balance sheet as of September 2024) provides a buffer against a scenario of a substantial and sustained decline in oil and gas prices during the investment period. This view also reflects Moody's expectation that the company will swiftly adjust the pace and magnitude of its share buy-backs should its operating cashflow generation come under pressure. STRUCTURAL CONSIDERATIONS The B1 instrument rating of its $450 million of outstanding backed senior unsecured bonds reflects the fact that the bonds benefit from guarantees of key operating subsidiaries. However, in Moody's (LGD) waterfall analysis the notes rank behind IPC's CAD180 million revolving credit faciltiy, which benefits from share pledges from the material operating subsidiary, IPC Canada Ltd. After the upsizing of the RCF the instrument rating of the notes is more weakly positioned due to the increased amount of debt ranking ahead. A further increase of the debt ranking ahead could lead to negative pressure on the rating of the notes. LIQUIDITY IPC has good liquidity. At the end of September 2024, it reported around $299 million of cash and cash equivalents. It also had access to an undrawn revolving credit facility due in May 2026, which it upsized to CAD180 million (equivalent of around $135 million). The facility contains a working capital ratio maintenance covenant and a bond a minimum liquidity covenant of 5% of interest-bearing debt, both with ample capacity. There are no significant debt maturities before February 2027, when the $450 million backed senior unsecured bonds, representing vast majority of IPC's reported debt, falls due. IPC's B1 CFR incorporates Moody's expectation that the company will maintain a good liquidity buffer at all times, considering the inherently high volatility of its business and the ambitious capital spending plan. OUTLOOK The stable outlook reflects Moody's expectation that the company will be able to sustain its production volume around the current levels over the next 12-18 months, while maintaining strong credit metrics and good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The B1 rating could be upgraded if IPC: (1) successfully grows its daily production towards 80k boe/d while maintaining a stable 1PD reserve life; (2) keeps its retained cash flow to debt ratio above 40%; and debt / EBITDA below 1.5x; (3) maintains a strong liquidity buffer. A continued ability to sustain its production level with low maintenance capex will be a prerequisite for any positive rating action. The B1 rating could be downgraded if IPC's: (1) retained cash flow to debt ratio falls below 30% on a sustained basis; (2) debt/ EBITDA exceeds 2.5x on a sustained basis; (3) daily production declines or 1PD reserve life materially deteriorates; (4) liquidity profile materially deteriorates as evidenced by sustained negative FCF generation or meaningful debt financed acquisitions / shareholder distributions which materially reduce liquidity headroom. A deterioration in the company's ability to sustain its production levels with low capex requierements will also be negative for the rating. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. COMPANY PROFILE Incorporated in Vancouver, Canada, International Petroleum Corp. (IPC) is an international oil and gas exploration and production (E&P) company, with net average daily production of around 51.1 kboe/d in 2023 and net 1PD reserves of around 118 million boe as of year-end 2023, mostly producing oil. Its assets are primarily located in Canada, where it generates more than 85% of its net average daily production, as well as in Malaysia and France. IRECERTIFY LLC: Court Extends Access to Cash Collateral to July 31 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Utah issued an order extending IRecertify, LLC's authority to use cash collateral until July 31. The order authorized the company to use cash collateral to pay the expenses set forth in its budget other than the proposed pre-bankruptcy payments. IRecertify may exceed budgeted expenses by up to 10% per month and may use excess funds to pay future expenses, provided they comply with the order. Potentially affected creditors with a perfected interest in the cash collateral will be granted a replacement lien on the post-petition assets of the company to the extent the company uses their cash collateral. About IRecertify IRecertify, doing business as Warehouse B, is a merchant wholesaler of professional and commercial equipment and supplies. IRecertify filed Chapter 11 petition (Bankr. D. Utah Case No. 24-25156) on Oct. 7, 2024, with assets between $100,000 and $500,000 and liabilities between $1 million and $10 million. Brett Kitson, managing member of IRecertify, signed the petition. Judge Peggy Hunt oversees the case. The Debtor is represented by: Russell S. Walker, Esq. Pearson Butler, PLLC 1802 West South Jordan Parkway Suite 200 South Jordan, UT 84095 Tel: 801-495-4104 Email: russellw@pearsonbutler.com ISLAND VIEW: Seeks to Hire Radius Group as Real Estate Broker ------------------------------------------------------------- Island View Ranch LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Radius Group Commercial Real Estate Inc. as real estate brokers. The firm will market and sell the Debtor's property located at 3376 Foothill Road, Carpinteria, CA 93013. The broker will receive a real estate agent's commission in an amount of 2 percent of the purchase price. As disclosed in the court filings, Radius Group is a disinterested person as that term is defined in Bankruptcy Code Section 101 (14). The firm can be reached through: Jonathan David Ohlgren Radius Group Commercial Real Estate Inc. Mayee Plaza Building 226 E De La Guerra St Ste. 100 Santa Barbara, CA 93101 Phone: (805) 965-5500 About Island View Ranch LLC Island View Ranch LLC is the owner of approximately 9.13 acres of agricultural zoned land, including raised-bed enclosed greenhouse grow space, flower drying outbuildings, agricultural storage outbuildings, occupied by agricultural and commercial tenants that are paying rent to the Debtor. The Property is located at 3376 Foothill Road, Carpinteria, CA and valued at $6.42 million. Island View Ranch LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11404) on December 11, 2024. In the petition filed by Robyn Whatley, as manager member, the Debtor reports total assets of $6,434,132 and total liabilities of $9,596,177. The case is overseen by Honorable Bankruptcy Judge Ronald A. Clifford III. The Debtor is represented by John K. Rounds, Esq. at ROUNDS & SUTTER LLP. JACKSON COURT: Seeks to Hire St. James Law as Bankruptcy Counsel ---------------------------------------------------------------- Jackson Court City Share Owners Association seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ St. James Law, PC as counsel. The Debtor requires the assistance with respect to: (a) the requirements of the Bankruptcy Code respecting its operation as a Debtor; (b) the requirements of the Office of the United States Trustee respecting operating matters and the filing of reports; (c) the sale of its principal asset, a timeshare / bed-and-breakfast, free and clear of co-owners' interests; (d) the administration of claims, including the evaluation of timely filed Proofs of Claim; (e) the formulation and prosecution of a Plan of Reorganization; and (f) the provision of general counsel and representation in the course of Chapter 11 proceedings. Michael St. James, Esq., the primary attorney in this representation, will be paid at his hourly rate of $725. In addition, the firm will seek reimbursement for expenses incurred. The firm received a pre-petition retainer of $35,000 from the Debtor. Mr. St. James 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: Michael St. James, Esq. St. James Law, PC 236 West Portal Avenue, Suite 305 San Francisco, CA 94127 Telephone: (415) 391-7566 Facsimile: (415) 391-7568 Email: michael@stjames-law.com About Jackson Court City Share Owners Association Based in San Francisco, Jackson Court City Share Owners Association operates as a property owners association. Jackson Court City Share Owners Association sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 25-30010) on January 8, 2025. In its petition, the Debtor reported estimated assets between $1 million and $10 million and estimated liabilities between $100,000 and $500,000. Judge Hannah L. Blumenstiel handles the case. The Debtor tapped Michael St. James, Esq., at St. James Law, PC as bankruptcy counsel and Bruce M. Boyd, Esq., at Lee, Hong, Degerman, Kang & Waimey as corporate counsel. JACKSON COURT: Taps Lee Hong Degerman Kang & Waimey as Counsel -------------------------------------------------------------- Jackson Court City Share Owners Association seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Lee, Hong, Degerman, Kang & Waimey as corporate counsel. The Debtor requires a corporate counsel to advise and assist its Board of Directors regarding the disposition of its property and its winding-up and dissolution. Bruce Boyd, Esq., will be paid $450 per hour and a flat rate of $350 for attendance at meetings of the Board of Directors. Mr. Boyd disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bruce M. Boyd, Esq. Lee, Hong, Degerman, Kang & Waimey 660 S. Figuero St., Ste. 2300 Los Angeles, CA 90017 Telephone: (213) 623-2221 About About Jackson Court City Share Owners Association Based in San Francisco, Jackson Court City Share Owners Association operates as a property owners association. Jackson Court City Share Owners Association sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 25-30010) on January 8, 2025. In its petition, the Debtor reported estimated assets between $1 million and $10 million and estimated liabilities between $100,000 and $500,000. Judge Hannah L. Blumenstiel handles the case. The Debtor tapped Michael St. James, Esq., at St. James Law, PC as bankruptcy counsel and Bruce M. Boyd, Esq., at Lee, Hong, Degerman, Kang & Waimey as corporate counsel. JERVOIS TEXAS: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Lead Debtor: Jervois Texas, LLC 1999 Bryan Street, Suite 900 Dallas TX 75201-3136 Business Description: The Debtors are global suppliers of advanced manufactured cobalt products, serving customers in the powder metallurgy, battery and chemical industries. The Debtors' principal asset base is comprised of an operating cobalt facility in Finland and non-operating plants in both the United States and Brazil. Chapter 11 Petition Date: January 28, 2025 Court: United States Bankruptcy Court Southern District of Texas Eight affiliates that simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Jervois Texas, LLC (Lead Case) 25-90002 1999 Bryan Street Suite 900 Dallas TX 75201-3136 Jervois Global Limited 25-90003 1-11 Gordon Street Suite 2.03 Cremorne Victoria 3121 Australia Jervois Suomi Holding Oy 25-90004 Jervois Finland Oy 25-90005 Jervois Japan Inc. 25-90006 Formation Holding US, Inc. 25-90007 Jervois Mining USA Limited 25-90008 Jervois Americas LLC 25-90009 Judge: Hon. Christopher M Lopez Debtors' Restructuring Counsel: Duston K. McFaul, Esq. SIDLEY AUSTIN LLP 1000 Louisiana Street, Suite 5900 Houston, Texas 77002 Tel: (713) 495-4500 Fax: (713) 495-7799 Email: dmcfaul@sidley.com - and - Stephen E. Hessler, Esq. Anthony Grossi, Esq. Andrew Townsell, Esq. Weiru Fang, Esq. 787 Seventh Avenue New York, New York 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 Email: shessler@sidley.com agrossi@sidley.com andrew.townsell@sidley.com weiru.fang@sidley.com Debtors' Investment Banker: MOELIS & COMPANY Debtors' Restructuring Advisor: FTI CONSULTING, INC. Debtors' Claims, Noticing & Solicitation Agent: STRETTO, INC. Debtors' Tax Advisor: PRICEWATERHOUSE COOPERS INTERNATIONAL LIMITED Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petitions were signed by Bryce Crocker as chief executive officer. A full-text copy of the Lead Debtor's petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/HGS2XOI/Jervois_Texas_LLC__txsbke-25-90002__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Millstreet Credit Fund LP Unsecured $27,412,857 200 Park Avenue Noteholder New York, New York 10166 Paul Hastings, Counsel Representation Tel: (212) 318-6445 Email: erezgilad@paulhastings.com 2. Redacted Trade Debt $1,090,119 3. Umicore Finland Oy Trade Debt $547,229 Kobolttiaukio 1 Kokkola, 67101 Finland Anu Malmi Email: anu.malmi@eu.umicore.com 4. Varma Keskinainentyoelakevakuu Trade Debt $220,136 Annankatu 18 Varma, 98 Finland Customer Service Tel: +358 10 192 100 5. Ernst & Young LLP Professional $80,080 200 Plaza Drive Services Secaucus, New Jersey 07094 Paden A. Stephens Tel: +1 256 749 0999 Email: paden.stephens@ey.com 6. SAP Australia Pty Ltd Trade Debt $76,833 Level 13, 1 Denison Street Sydney, NSW 2060 Australia Maria Andal Tel: +61 2 9935 4500 Email: m.andal@sap.com 7. Small Mine Development LLC Trade Debt $76,032 967 E Parkcenter Blvd, PMB 396 Boise, Idaho 83706 Lee Kellogg Tel: 208-338-8880 Email: lkellogg@undergroundmining.com 8. Lounea Yritysratkaisut Oy Trade Debt $67,522 Rantakatu 14-16 Kokkola, 67100 Finland Timo Kainu Tel: +358 40 077 1528 Email: timo.kainu@lounea.fi 9. Ernst & Young Oy Professional $62,378 Alvar Aallon Katu 5 C Services Helsinki, 100 Finland Tel: 358 20 7280190 Email: nordicbilling@ey.com 10. SGS North America Inc. Trade Debt $59,890 Natural Resources 4665 Paris ST st Denver, Colorado 80239 Laura Olson Email: Laura.Olson@sgs.com 11. Suomen Unipol Oy Trade Debt $59,246 Kaurapellontie 8 Espoo, 2610 Finland Markku Ekholm Tel: 3.5850040073e+11 Email: markku.ekholmn@unipol.fi 12. Accon Suomi Oy Trade Debt $57,773 Vasarakuja 19 Kokkola, 67700 Finland Petri Laasanen Tel: +358 400 833 611 Email: petri@accounsumi.fi 13. Oy Backman-Trummer AB Trade Debt $55,602 Pl 49, Satamatullintie 5 Kokkola, 67900 Finland Johan Smedjebacka Tel: +358 40 537 2290 Email: johan.smedjebacka@backman-trummer.fi 14. Ernst & Young Professional $51,975 8 Exhibition Street Services Melbourne, VIC 3000 Australia Brad Pollock Tel: 1800 308 433 Email: Accounts.Receivable@au.ey.com 15. Tyollisyysrahasto Trade Debt $50,475 Pl 191 Helsinki, 120 Finland Customer Service Tel: +358 75 757 0500 Email: vakuutusmaksut@tyollisyysrahasto.fi 16. Tietoevry Tech Services Trade Debt $48,017 Finland Oy Keilalahdentie 2-4 Espoo, 2150 Finland Olli-Pekka Jarviranta Email: Pekka.jarviranta@tietoevry.com 17. Intelex Technologies Trade Debt $41,919 70 University Ave, Suite 800 Toronto, Ontario M5J 2M4 Canada Rashad Aljunied Tel: +1 877 932 3747 Email: rashad.aljunied@intelex.com 18. Blue Cross of Idaho Trade Debt $35,170 PO Box 6948 Boise, Idaho 83707 Tel: 208-345-4550 19. Idaho Power Co. Trade Debt $34,788 PO Box 34966 Seattle, Washington 98124-1966 Tel: 208-388-2323 20. Freja Transport & Logistics Oy Trade Debt $32,927 Linnankatu 90 Turku, 20100 Finland Tel: +358 20 712 9830 Email: info@freja.fi 21. Control Systems Technology Trade Debt $31,699 5471 S Heyrend Idaho Falls, Idaho 83402-5385 Shauna Larson Tel: 208-523-2796 Email: dwareing@controlsys.com 22. Tecalemit Flow Oy Trade Debt $31,325 Tiilitie 6 Vantaa, 1720 Finland Kim Viitala Tel: +358 29 006 5857 Email: kim.vittala@tecaflow.fi 23. Western States Equipment Trade Debt $30,868 3760 N Reserve St Missoula, Montana 59808 Jason Calson Tel: 800-852-2287 Email: jason.calson@wseco.com 24. Redacted Trade Debt $29,189 25. Sumitomo Warehouse Kobe Trade Debt $28,522 Hyogo Kobe, 650-0033 Japan Mr. Shunsuke Mogi Tel: +81 7 8393 3604 Email: mogi.shunsuke@sumitomo-soko.co.jp 26. Kemianteollisuus Ry Trade Debt $25,743 Etelaranta 10 Helskinki, 131 Finland Tel: +358 9 172 841 Email: katja.teerimaki@kemianteollisuus.fi 27. Energy Laboratories Inc. Trade Debt $25,381 Department 6250, PO Box 4110 Woburn, Massachusetts 01888-4100 Account Dept Tel: 406-869-7270 Email: accounts@energylab.com 28. Accountor Hr Solutions Oy Trade Debt $25,258 Hallituskatu 16 A Tampere, 33200 Finland Tel: +358 20 7425 400 Email: laskutus@accountorhr.fi 29. Kokkolan Energiaverkot Oy Trade Debt $23,781 Varastotie 3 Kokkola, 67100 Finland Tapio Jarvinen Email: tapio.jarvinen@kokkolanergia.fi 30. Professional Cleaning Svcs Trade Debt $21,442 Ristisuonraitti 16 Pietarsaari, 68600 Finland Maria Friberg Tel: +358 40 4889454 Email: maria.friberg@pcs.fi JJK PROPERTIES: Gets Final OK to Use Cash Collateral ---------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas issued a final order authorizing JJK Properties, LLC to use cash collateral. The company was authorized to use cash collateral, including revenue collected in the ordinary course of business, in accordance with its budget. As adequate protection, secured creditors were granted replacement liens on all post-petition cash collateral and post-petition acquired property of JJK to the same extent and with the same priority as their pre-bankruptcy liens. A carve-out of funds was established for fees required to be paid to the Clerk of the Bankruptcy Court, the Office of the U.S. Trustee and the Subchapter V trustee. JJK's authority to use cash collateral will automatically terminate upon dismissal of the company's Chapter 11 case, conversion of the case to one under Chapter 7, or material breach of the order. About JJK Properties JJK Properties, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-35845) on December 12, 2024, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Eduardo V Rodriguez oversees the case. The Debtor is represented by: Robert C. Lane, Esq. The Lane Law Firm Tel: 713-595-8200 Email: notifications@lanelaw.com JM CARTER: Court Extends Use of Cash Collateral Until Feb. 19 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division extended JM Carter Plumbing, Inc.'s authority to use cash collateral from Jan. 9 to Feb. 19. The interim order authorized the company to use cash collateral to pay its monthly expenses of $57,417.84, including "adequate protection" payments of $10,000. Secured lenders will receive the adequate protection payments from JM Carter Plumbing starting this month. As additional protection, secured lenders will be granted post-petition liens co-extensive with their pre-bankruptcy liens on property currently owned or to be acquired by the company. A final hearing is scheduled for Feb. 19. About JM Carter Plumbing Inc. JM Carter Plumbing Inc. specializes in plumbing repairs and water heater installations. JM Carter Plumbing filed Chapter 11 petition (Bankr. N.D. Texas Case No. 24-33983) on December 6, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Josh Rathbone, president of JM Carter Plumbing, signed the petition. Judge Michelle V. Larson handles the case. The Debtor is represented by: Joyce W. Lindauer, Esq. Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas TX 75202 Tel: (972) 503-4033 Email: joyce@joycelindauer.com JOANN INC: Moody's Lowers CFR to Ca & Alters Outlook to Stable -------------------------------------------------------------- Moody's Ratings downgraded JOANN Inc.'s corporate family rating to Ca from Caa1 and probability of default rating to D-PD from Caa1-PD. At the same time, Moody's downgraded Needle Holdings LLC's ("Needle") senior secured first lien term loan rating to Ca from Caa2. The rating outlook for both issuers are changed to stable from negative. RATINGS RATIONALE On January 15, 2025, JOANN and its subsidiaries commenced Chapter 11 proceedings in the US Bankruptcy Court for the District of Delaware [1]. The downgrades reflect governance considerations reflected by JOANN Inc.'s (JOANN) announcement that it has initiated Chapter 11 proceedings with the intent to sell the company. The deadline for bids is February 12, 2025. Under a proposed deal with lenders, the company must hold an auction within 30 days or risk losing its access to cash being held as collateral. JOANN already has an offer from liquidator Gordon Brothers Retail Partners, which would serve as the initial bid, setting a floor for how much the company is worth. Should higher offers come in by February 12, the company would hold an auction, according to court papers. Under the proposal from Gordon Brothers, if no higher bids come in to rescue the chain, JOANN would sell to the liquidator, which specializes in shutting down retailers and conducting going-out-of-business sales. This is the company's second Chapter 11 filing in less than a year and follows a period in which JOANN has been struggling with an unsustainable capital structure, the uncertain consumer environment. The downgrade of the CFR to Ca from Caa1 also reflects Moody's view of lower overall expected recoveries. Subsequent to the actions, Moody's will withdraw all of JOANN's and Needle's ratings. JOANN Inc. is the parent company of Jo-Ann Stores LLC. and a retailer of fabrics and craft supplies offering a wide range of products for quilting, apparel, craft and home décor sewing. JOANN Inc. is owned by its former debtholders. Needle Holdings LLC is an indirect subsidiary of JOANN Inc. and the direct holding company of its main operating subsidiary, Jo-Ann Stores LLC. The principal methodology used in these ratings was Retail and Apparel published in November 2023. JOHAL BROTHERS: Seeks Approval to Hire RBSK Partners as Accountant ------------------------------------------------------------------ Johal Brothers Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ RBSK Partners, PC as accountant. The firm will render these services: (a) give the Debtor general accounting advise; (b) conduct a tax analysis of various reorganization and liquidation strategies concerning proposing a plan of reorganization; (c) prepare cash flow projections; and (d) perform all other accounting services for the Debtor which may be necessary herein. Nicholas Wallpe, CPA, a member at RBSK Partners, will be paid at his hourly rate of $315. In addition, the firm will seek reimbursement for expenses incurred. Mr. Wallpe 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: Nicholas P. Wallpe, CPA RBSK Partners, PC 814 Main St. Brookville, IN 47012 About Johal Brothers Johal Brothers Inc. is an Indianapolis-based company operating in the general freight trucking industry. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-04679) on August 28, 2024, with $581,500 in assets and $1,437,032 in liabilities. Amritpaul S. Johal, president and chief executive officer, signed the petition. Judge James M. Carr presides over the case. The Debtor tapped Harley K. Means, Esq., at Kroger, Gardis & Regas, LLP as counsel and RBSK Partners, PC as accountant. JVK OPERATIONS: Seeks to Tap Silver Birch as Investment Banker -------------------------------------------------------------- JVK Operations Limited and its affiliate seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Silver Birch, Inc., a Delaware corporation and BA Securities, LLC, a Pennsylvania limited liability company as their advisor and investment banker. The firms will render these services: a. review the Debtors' business, markets, results of operations, financial condition and prospects; b. prepare with the Debtors materials to solicit interest from potential Qualified Bidders. Marketing materials may describe the Debtors' business, markets, management, results of operations, financial condition, prospects and competition; c. direct and coordinate the due diligence process, including, without limitation, the coordination of confidentiality agreements and access to a data room; d. manage the marketing process by providing the first response to initial due diligence questions, coordinating requests for additional information and scheduling meetings between the Debtors and interested Bidders; e. solicit indications of interest and assist the Debtors in evaluating and comparing offers to acquire the Debtors' Assets; f. assist the Debtors and its advisors through the closing process; and g. advise the Debtors, other professionals, and counsel on other matters that may arrive from time to time during the engagement. The firm will be compensated as follows: i. Minimum Fee. The Minimum Fee as follows: (i) $10,000, payable by RMK NJ, not the Debtors, in installment beginning with $2,000 upon execution of this Agreement and thereafter the balance in weekly payments of $2,000 on or before January 31, 2025, plus (ii) an additional $40,000 (the "Minimum Fee Balance") in the event no other Qualified Bidders (other than the entity disclosed to Advisor prior to execution hereof (the "Prospective Stalking Horse") are found during the Sale Process. All Fees and expense reimbursement are subject to Bankruptcy Court review and approval. The Minimum Fee Balance is payable at Closing on the Transaction if the Clients close with the Stalking Horse Buyer. However, in the event the Prospective Stalking Horse transaction does not close, and the Debtors Plan is confirmed by the Court, the $40,000 will be payable, at the Clients' option, on the Effective Date of the Plan, or in 12 equal monthly installments commencing on the Effective Date. ii. Transaction Fee: If and when the Prospective Stalking Horse bid is approved as a Qualified Bid, SBG may earn a transaction fee ("Transaction Fee")3 in the event the Prospective Stalking Horse bid is topped. The Total Consideration must be equal to or over $8,100,000 in order for the Transaction Fee to apply. Any Transaction Fee is contingent upon the consummation/closing of a Transaction and takes the place of the Minimum Fee. The Clients receive a credit for any portion of the Minimum Fee paid against the Transaction Fee and any Minimum Fee Balance is cancelled. iii. Debtor-in-Possession Financing Placement Fee: If asked in writing by the Debtors, the Advisor will seek DIP Financing support. Subject to Court approval, the Advisor earns 3.5% of the DIP Commitment on DIP Financing that closes as a result of the Advisor's introduction to the lender, to be paid as an Administrative Expense on or before Final Fee Applications. iv. Expenses: Subject to review and approval by the Bankruptcy Court, the Clients agree to reimburse Advisor for all reasonable out-of-pocket expenses incurred in connection with the services rendered hereunder during the term of this Agreement, including third party charges for outside data and costs for the online data room. The firm received a retainer in the amount of $10,000. The bankers are "disinterested persons," as such term in defined in the Bankruptcy Code section 101(14), as modified by Bankruptcy Code section 1107(b) and as required by Bankruptcy Code, according to court filings. The firm can be reached through: Jeffrey R. Manning Silver Birch, Inc. BA Securities, LLC 200 Barr Harbor Dr., Conshohocken, PA 19428 Phone: (484) 412-8788 About JVK Operations Limited JVK Operations Ltd. is a provider of linen and garments laundry services for healthcare facilities on the East Coast. JVK was founded in 2004 and has been servicing hospitals, nursing homes and healthcare institutions. The Company's processing services include sorting of the soiled linen, washing, drying, ironing packing and delivery according to customer specifications. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-70800) on March 1, 2024. In the petition signed by Vinod Samuel, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Robert E. Grossman oversees the case. Robert J. Spence, Esq., at SPENCE LAW OFFICE, P.C., represents the Debtor as legal counsel. KANSAI INC: Affiliate Seeks to Use Cash Collateral -------------------------------------------------- JAZN Properties, LLC, an affiliate of Kansai, Inc., asked the U.S. Bankruptcy Court for the Southern District of Ohio, Western Division, for authority to use cash collateral and provide adequate protection to secured lender, Huntington Bank. Huntington holds the first mortgage position of JAZN's real estate located at 3200 Marshall Drive Amelia, Ohio. The total indebtedness claimed to be owing to Huntington under the loan documents as of the petition date is approximately $1.048 million. JAZN alleges the value of the property is $720,000 based upon an appraisal obtained by the company. The proposed monthly adequate protection payment to Huntington for the continued use of its collateral is $6,000. JAZN will also maintain insurance to fully insure the value of the real estate and name Huntington as a co-insured and a loss payee under the relevant policy or policies. About Kansai Inc. Kansai, Inc. is an architectural millwork and metal fabrication company specializing in custom manufacturing for the hospitality industry including bars, restaurants, and retail. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-12574) on November 1, 2024. In the petition signed by Mark Barngrover, president, the Debtor disclosed $167,577 in assets and $2,072,772 in liabilities. Judge Beth A. Buchanan oversees the case. Eric W. Goering, Esq., at Goering and Goering, represents the Debtor as legal counsel. KC TRANSPORT: Sec. 341(a) Meeting of Creditors on February 21 ------------------------------------------------------------- On January 25, 2025, KC Transport LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of Montana. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. A meeting of creditors under Section 341(a) to be held on February 21, 2025 at 10:00 AM via Telephonic Meeting. About KC Transport LLC KC Transport LLC is a limited liability company. KC Transport LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 25-10010) on January 25, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: James A. Patten, Esq. PATTEN PETERMAN BEKKEDAHL & GREEN, PLLC 2817 Second Ave N Ste 300 Billings MT 59101 Email: APATTEN@PPBGLAW.COM KEMMER LLC: Seeks to Hire McClain Law Group as Bankruptcy Counsel ----------------------------------------------------------------- Kemmer, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire McClain Law Group, PLLC as counsel. The firm will provide these services: a. give legal advice with respect to the Debtor's powers and duties as debtor in possession in the continued operations and management of her property; b. take all necessary action to protect and preserve the Debtor's estate; c. prepare on behalf of the Debtor, as debtor in possession, all necessary motions, answers, orders, reports and other legal papers in connection with the administration of the Debtor's estate; and d. perform any and all other legal services for the Debtor, as debtor in possession, in connection with this Chapter 11 case and the formulation and implementation of the Debtor's Chapter 11 Plan. The firm will be paid at these rates: Michael W. McClain, Attorney $300 per hour Cathy J. Morgan, Paralegal $150 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael W. McClain, Esq., a partner at McClain Law Group, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael W. McClain, Esq. McClain Law Group 6008 Brownsboro Park Blvd., Ste. G Louisville, KY 40207 Tel: (502) 589-1004 Fax: (888) 210-0145 Email: mmcclain@mcclainlawgroup.com About Kemmer LLC Kemmer, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 25-90017) on January 13, 2025, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Andrea K. Mccord presides over the case. Michael W. McClain, Esq., at Mcclain Law Group, PLLC represents the Debtor as bankruptcy counsel. KINGFISH HOLDING: Astra Audit & Advisory Raises Going Concern Doubt ------------------------------------------------------------------- Kingfish Holding Corporation disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended September 30, 2024, that its auditor expressed an opinion that there is substantial doubt about the Company's ability to continue as a going concern. Tampa, Fla.-based Astra Audit & Advisory LLC, the Company's auditor since 2015, issued a "going concern" qualification in its report dated January 13, 2025, citing that the Company has negative working capital and has sustained operating losses since inception. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company's ability to continue as a going concern. As reflected in the Company's consolidated financial statements, the Company has an accumulated deficit of $111,719 as of September 30, 2024. The Company has a working capital deficiency of $233,864 at September 30, 2024 that is insufficient in management's view to sustain current levels of operations for a reasonable period without additional financing. For the year ended September 30, 2024, the Company had a net loss of $21,752 compared to net income of $270,155 for the year ended September 30, 2023. These trends and conditions continue to raise substantial doubt surrounding the Company's ability to continue as a going concern for a reasonable period. Ultimately, the Company's ability to continue as a going concern is dependent upon management's ability to continue to curtail current operating expense and obtain additional financing to augment working capital requirements and support acquisition plans. There can be no assurance that management will be successful in achieving these objectives or obtain financing under terms and conditions that are suitable. A full-text copy of the Company's Form 10-K is available at: https://tinyurl.com/2ww22b73 About Kingfish Holding Corporation Kingfish Holding Corporation was incorporated in the State of Delaware on April 11, 2006 as Offline Consulting, Inc. It became Kesselring Holding Corporation on June 8, 2007 and on November 25, 2014 it changed its name to Kingfish Holding Corporation. The primary business of the Company is to serve the recycling needs of the south Tampa Bay region. The Company built a recycling center on 10 plus acres in the southern area of the county to service customers of Manatee and Sarasota Counties. The Company purchases and containerizes both ferrous and non-ferrous materials for resale to a variety of off-take partners in more than 60 product categories. Customers are both residential and commercial in nature. At September 30, 2024, the Company had total assets of $2,512,968, total liabilities of $2,624,603, and total stockholders' deficit of $111,635. KOPIN CORP: Secures $50M Sales Agreement With Stifel Nicolaus ------------------------------------------------------------- Kopin Corporation filed a Form 8-K with the Securities and Exchange Commission on Jan. 24, 2025, disclosing that it has entered into an At-The-Market Equity Offering Sales Agreement with Stifel, Nicolaus & Company, Incorporated, acting as the agent. Under this agreement, the company may offer and sell shares of its common stock, with a par value of $0.01 per share, in amounts up to $50 million over time through Stifel. The offering will be conducted under a shelf registration statement on Form S-3 (File No. 333-278075), which became effective on June 4, 2024, along with a related prospectus and a prospectus supplement dated Jan. 24, 2025. Pursuant to the Sales Agreement, Stifel may sell the Shares in sales deemed to be "at-the-market" equity offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Capital Market. If agreed to in a terms agreement, the Company may also sell Common Stock to Stifel as principal, at a purchase price agreed upon by Stifel and the Company. The offer and sale of the Shares pursuant to the Sales Agreement will terminate upon the earlier of (a) the sale of all of the Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by Stifel or the Company pursuant to the terms thereof. The Company will pay Stifel a commission of 3.0% of the aggregate gross proceeds from any Shares sold by Stifel and the Company has agreed to provide Stifel with customary indemnification and contribution rights, including for liabilities under the Securities Act. The Company also will reimburse Stifel for certain specified expenses in connection with entering into the Sales Agreement. The Sales Agreement includes standard representations, warranties, and conditions for the placement of the Shares under its terms. About Kopin Kopin Corporation -- http://www.kopin.com-- is a developer and provider of high-performance application-specific optical solutions consisting of high-resolution microdisplays and optics, subassemblies, and headsets. The Company's products are used for defense applications (thermal weapon rifle sights, fixed and rotary wing pilot helmets, armored vehicle targeting systems, and training & simulation headsets); industrial and medical headsets; and 3D optical inspection systems. The Company believes that the technologies it is developing may eventually be used in consumer augmented reality ("AR") and virtual reality ("VR") wearable headset systems. Its products are primarily used to overlay digital information on the real-world scene. Kopin incurred a net loss of $19.75 million in fiscal 2023, a net loss of $19.33 million in fiscal 2022, a net loss of $13.47 million in fiscal 2021, a net loss of $4.53 million in fiscal 2020, and a net loss of $29.37 million in fiscal 2019. "The Company has historical and current negative cash flow from operations and limited liquidity resources. The Company's current strategy is to continue to invest in its business and raise additional capital through financing activities that may include public offerings and private placements of its common stock, preferred stock offerings, collaborations and licensing arrangements and issuances of debt and convertible debt instruments. Until such time that additional capital can be raised, the Company plans to strategically manage its uncommitted spending, execute its priorities and implement cost saving measures to reduce research and development and general and administrative expenditures which could include minimizing staff costs. The Company may also sell assets and look at other strategic alternatives. There are inherent uncertainties associated with fundraising activities and activities to manage our uncommitted spending and the successful execution of these activities may not be within the Company's control. There are no assurances that such additional funding will be obtained and that the Company will succeed in its future operations. If the Company is unable to achieve positive cash flows and profitability in the foreseeable future, cannot successfully raise additional capital and implement its strategic plan, or the recommended disgorgement and exemplary damages are not significantly reduced or eliminated in the final order, the Company's liquidity, financial condition and business prospects will be materially and adversely affected. There is substantial doubt about the Company's ability to continue as a going concern," the Company stated in its Quarterly Report on Form 10-Q for the period ended Sept. 28, 2024. KULR TECHNOLOGY: Increases Offering by $50M Under Craig-Hallum Pact ------------------------------------------------------------------- KULR Technology Group, Inc., filed a Form 8-K with the Securities and Exchange Commission, reporting that on Jan. 24, 2025, it increased the maximum aggregate offering amount of the shares of the Company's common stock, par value $0.0001 per share, issuable under the At The Market Offering Agreement with Craig-Hallum Capital Group LLC, dated July 3, 2024, as amended on Dec. 26, 2024, from $50,000,000 to $100,000,000 and filed a prospectus supplement under the Sales Agreement for an aggregate of $50,000,000. Prior to Jan. 24, 2025, the Company sold shares of Common Stock having an aggregate sales price of approximately $96,000,000 under the Sales Agreement. About KULR Technology Group Headquartered in San Diego, California, KULR Technology Group Inc. -- www.kulrtechnology.com -- delivers cutting edge energy storage solutions for space, aerospace, and defense by leveraging a foundation of in-house battery design expertise, comprehensive cell and battery testing suite, and battery fabrication and production capabilities. The Company's holistic offering allows delivery of commercial-off-the-shelf and custom next generation energy storage systems in rapid timelines for a fraction of the cost compared to traditional programs. Los Angeles, Calif.-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 12, 2024, citing that the Company has a working capital deficit, has incurred losses from operations, 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. As of Dec. 31, 2023, the Company had cash of $1,194,764 and working capital deficit of $2,994,753. During the year ended Dec. 31, 2023, the Company incurred a net loss in the amount of $23,693,556 and used cash in operations of $11,965,387. LODGING ENTERPRISES: Plan Exclusivity Period Extended to March 24 ----------------------------------------------------------------- Judge Dale L. Somers of the U.S. Bankruptcy Court for the District of Kansas extended Lodging Enterprises, LLC's exclusive periods to file a plan of reorganization and obtain acceptance thereof to March 24 and May 23, 2025, respectively. As shared by Troubled Company Reporter, the Debtor contends that good grounds exist for approval of an extension of exclusivity. Debtor has not engaged in any pattern of delay in this case and is not seeking this extension as a negotiating tactic to impede the conclusion of the case or leverage creditors with an unreasonable plan of reorganization. To the contrary, this request is intended to maintain a framework conducive to an orderly, efficient and cost-effective resolution of this case. The Debtor explains that it has shown good faith progress towards a successful conclusion to this case. Among other things, Debtor has made progress with respect to a term sheet and a loan modification agreement with prepetition lender, which could result in a consensual resolution of the bankruptcy case in which all valid claimants retain their rights. Thus, Debtor is not engaging in any delay, let alone unreasonable delay. Further, Debtor has addressed and, to some extent, continues to address various issues. The Debtor has successfully engaged with its major creditor constituencies in establishing a firm basis for post-petition business operations through consensual budgets and corresponding authorization for the use of cash collateral. In particular, Debtor recently negotiated a fourth consensual order for ongoing use of cash collateral and continues to pay its post petition obligations. Lodging Enterprises, LLC is represented by: Jonathan Margolies, Esq. SEIGFREID & BINGHAM, P.C. 2323 Grand Boulevard Suite 1000 Kansas City, MO 64108 Tel: (816) 265-4195 Fax: (816) 474-3447 Email: jmargolies@sb-kc.com - AND - Timothy A. ("Tad") Davidson II, Esq. Brandon Bell, Esq. Kaleb Bailey, Esq. HUNTON ANDREWS KURTH LLP 600 Travis Street, Suite 4200 Houston, TX 77002 Phone: (713) 220-4200 Email: taddavidson@HuntonAK.com bbell@HuntonAK.com kbailey@HuntonAK.com - AND - Jason W. Harbour, Esq. HUNTON ANDREWS KURTH LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Phone: (804) 788-8200 Email: jharbour@HuntonAK.com About Lodging Enterprises Founded in 1984, Lodging Enterprises, LLC, a company in Wichita, Kansas, offers a full suite of crew accommodations, specializing in 24-hour food, lodging and hospitality services. A large segment of the company's clientele are composed of railroad, and other transportation-industry workers for whom it is essential that lodging is available. The company owns and operates 44 Wyndham-branded hotels and 27 restaurants located in 23 states across the country. Lodging Enterprises filed a Chapter 11 petition (Bankr. D. Kan. Case No. 24-40423) on June 26, 2024, with $100 million to $500 million in both assets and liabilities. Jonathan Margolies, Esq., at SEIGFREID & BINGHAM, P.C., is the Debtor's counsel. LONERO ENGINEERING: Gets Interim OK to Use Cash Collateral ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan issued an interim order authorizing Lonero Engineering Co., Inc. to use cash collateral. The company requires the use of cash collateral to fund its operations and administer its Chapter 11 case. The lender, Bridge Business Credit, LLC, will receive weekly payments of $7,500 as protection for the use of its cash collateral. As additional protection, the lender was granted replacement security interests in, and liens on the company's assets to the same extent and with the same validity and priority as its pre-bankruptcy liens. The lender will also be granted an allowed administrative claim against the company's estate with superpriority pursuant to Section 507(b) of the Bankruptcy Code. The occurrence of certain events, such as the filing of a plan of reorganization or liquidation that is not acceptable to the lender, will constitute a termination event and may result in the lender terminating the company's authority to use cash collateral. About Lonero Engineering Co. Lonero Engineering Co., Inc. is a company based in Troy, Mich., which operates as a specialized machine shop providing precision machining services for complex, close-tolerance applications. Lonero sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 25-40041) on January 3, 2025. In its petition, the Debtor reported up to $50,000 in assets and up to $500,000 in liabilities. Judge Lisa S. Gretchko handles the case. The Debtor is represented by: John J. Stockdale, Jr. Tel: 248-540-3340 Email: jstockdale@schaferandweiner.com LONG RIDGE: S&P Assigns Prelim 'B' Rating on Term Loan B and Notes ------------------------------------------------------------------ S&P Global Ratings assigned a preliminary 'B' rating to Long Ridge Energy LLC's proposed $600 million of senior secured notes and a $400 million term loan. Both tranches of debt will mature in 2032. The outlook is stable. Long Ridge Energy LLC (Long Ridge) is a project finance entity that owns a 485 megawatt (MW) combined-cycle gas turbine (CCGT) facility in Hannibal, Ohio, on the border of Ohio and West Virginia in the Pennsylvania, New Jersey, and Maryland (PJM) region, and nearby oil and gas leases in both Ohio and West Virginia. The CCGT is owned and operated by 100% owned subsidiary Long Ridge Energy Generation LLC (LREG). Long Ridge also has vertically integrated nearby natural gas reserves through 100% ownership of Ohio GasCo LLC. (GasCo) and Long Ridge West Virginia (LRWV). GasCo has operating leases in Ohio and LRWV has leases that are currently being developed in West Virginia. The plant is physically capable of upsizing to 505 MW and is waiting on approval of the PJM interconnection process (S&P Global Ratings expects this to be completed in late 2027 or early 2028). The plant achieved commercial operations date (COD) in October 2021 and final completion date in May 2022. The plant utilizes General Electric's (GE) GE 7HA.02 gas turbine with 6,400 Btu per kilowatt hours (kWh) heat rate. The project is strategically located near its gas reserves that are in the Marcellus and Utica shales and has direct access to multiple pipelines and sits within PJM. Three hundred twenty-five MW (65% of total capacity) is contracted under fixed-price power swap agreements (PSAs) through December 2031; that is, through the life of the term loan B. S&P Global Ratings assigned its preliminary 'B' rating to the proposed $600 million senior secured notes due 2032 and $400 million term loan B due 2032, issued by Long Ridge Energy LLC. Final ratings will depend upon receipt and satisfactory review of all final transaction documentation, including legal opinions. Accordingly, the preliminary ratings should not be construed as evidence of a final rating. If S&P Global Ratings does not receive final documentation within a reasonable timeframe or final documentation depart from the materials reviewed thus far, S&P reserves the right to withdraw or change the ratings. The project will use these funds to: -- Refinance an existing term loan, -- Break existing out of the money swaps, -- Fund a gas capital expenditure reserve, -- Fund a six-month debt service reserve for each new tranche of debt, -- Cover transaction costs, and -- Add around $39 million of cash to the balance sheet. The project is well hedged during the initial seven-year life of the term loan B and note, and generally stronger in that period than after the hedges expire. In the initial years, the project has gas from already producing wells and avoids most exposure to the energy market through floating to fixed hedges on 325MW of plant production. After seven years, the project is then exposed to market pricing (unless the project enters new hedges, although pricing for those hedges is uncertain), as well as the ongoing cost of additional drilling and refinancing interest rate risk. S&P assumes the term loan B and note are refinanced after seven years, and that the project will refinance into amortizing debt that is fully repaid within a useful life of 30 years from COD (by 2051). The project plans to maintain a drilling program to ensure self-supply of all gas required by the CCGT through the 30-year life based on management dispatch expectations. S&P said, "Our expectations of dispatch are similar to management, starting at 87% and declining to just below 60% by 2051. This need for ongoing investment in gas drilling leads to relatively high and somewhat uneven capital spending, but maintains a high spark spread through the 30-year assumed life of the project. The project also will fund an initial drilling reserve of $85 million that is forecast to cover drilling costs through 2025 and 2026. The forecast capital expenditures (capex) vary year by year, and the minimum debt service coverage ratio (DSCR) is during one of the peaks of capex spending (and after the full draw down of the initial drilling reserve account). As the minimum DSCR is similar during the term loan B and in the post-refinancing period, we have chosen to assess the life of the project as a single operations period rather than in phases." The project's asset class operations stability (ACOS) of '5' reflects the projects' use of commercially proven natural gas-fired turbine technology with sound operating and maintenance support that should enable the plant to meet our expectation of what S&P considers strong operational performance and high reliability. Most power technologies generally fall within the '5' category. In some rarer situations, higher risk assessments are possible (i.e., nuclear), which reflect much higher sophistication and the potential for lengthy outages. S&P said, "Market exposure measures the expected volatility of a project's cash flow available for debt service (CFADS) from our projected base-case to the market downside case due to price changes or volume fluctuations, or both. As such, for purposes of our rating analysis, we decreased Long Ridge's capacity factor, compressed the spark spreads, and reduced the capacity prices for uncleared periods. Under these stressful conditions, we would expect the project's cash flows to decline to the lower end of the 30%-50% range from our base-case, which falls at the lower end of what we consider to be a high market exposure category. This results in a market exposure score of high (3) "We assess the project's competitive position as neutral, which reflects the tradeoff between positive factors such as its secured fuel supply and sustained cost competitiveness, offset by our view that its geographic position in the PJM market and chance of curtailment are similar to other CCGT plants we rate. "We have determined the operation phase business assessment (OPBA) at '9', which is largely a combination of the project's asset class operations stability ('5') and its market risk ('3') assessments. With a minimum DSCR of 1.07x and a median of 1.12x under our base case, we see the preliminary operations stand-alone credit profile (SACP) at the lower end of the 'B' category DSCR range of less than 1.50x for an OPBA of '9'. The preliminary SACP is therefore 'b-'." However, the project benefits from low gas cost due to ownership of producing gas leases, expected future addition to gas production due to an ongoing gas drilling program, and hedging for the next seven years of the project life. S&P said, "These strengths together with liquidity in the project let it survive around seven years under our downside assumptions, although coverage does fall below 1x at times. This is what we consider a modest resilience and leads to one notch uplift to 'b'." S&P said, "Although the project does have a strong operating profile compared to many comparable projects, we see this reflected in our base and downside assumptions, and this is offset by high relative leverage. As such, we do not make any holistic adjustment. "Without other adjustments, under this scenario S&P Global Ratings would likely assign a 'B' issue level rating, with a stable outlook, provided the scenario is implemented in accordance with information and representations provided by Long Ridge to S&P Global Ratings. "The stable outlook reflects our expectation of high levels of availability and dispatch, as well as average spark spreads in the $24-$32/MWh range through the term loan B life. We project DSCRs in the 1.1x-1.2x area throughout the project life. We expect the project will have around $710 million outstanding at maturity on its term loan B and note. "We could lower the rating if factors such as lower-than-expected capacity factors, material reductions in project gas production requiring gas purchases in the market, increases in gas drilling costs or operational outages lead to coverage falling below 1.1x on a sustained basis. "Although we consider it unlikely within the next year or so, we could raise the rating if the project is able to significantly deleverage, reaching a projected minimum DSCR above 1.20x. This could occur if the project revenues are well above our expectations--potentially due to factors like higher capacity cash flows, excess gas sales, or project costs such as gas drilling end up lower than we expect, allowing the project to substantially increase the sweep payments on the term loan B and de-lever the project faster than in our base case expectations." LUKITAS INC: Gets Interim OK to Use Cash Collateral Until Feb. 7 ---------------------------------------------------------------- Lukitas, Inc. received interim approval from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to use up to $18,990 in cash collateral. The interim order authorized the company to use the cash collateral of its secured lenders from Jan. 20 to Feb. 7. The secured lenders are Live Oak Bank, Ann Harris Bennett, Cypress Fairbanks ISD, and the U.S. Small Business Administration. The total amount of claims asserted by these creditors is $695,913. The secured lenders will be provided with protection in the form of replacement security interests in Lukitas' cash collateral. As additional protection, the company was ordered to maintain $40,782.34 in cash and $37,757.78 in accounts receivable (within 90 days). The final hearing is set for Feb. 6. About Lukitas Inc. Lukitas, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 25-30321) on January 20, 2025, with up to $500,000 in assets and up to $1 million in liabilities. James Burciaga, owner and president of Lukitas, signed the petition. Judge Eduardo V. Rodriguez oversees the case. Vicky M. Fealy, Esq., at The Fealy Law Firm, PC, represents the Debtor as bankruptcy counsel. M6 ETX II: Moody's Affirms 'B2' CFR & Alters Outlook to Positive ---------------------------------------------------------------- Moody's Ratings affirmed M6 ETX Holdings II MidCo LLC's (M6 ETX) B2 Corporate Family Rating, B2-PD Probability of Default Rating and B2 senior secured term loan rating. Concurrently, Moody's changed the company's rating outlook to positive from stable. "The positive outlook reflects M6 ETX's improved earnings in a weak operating environment thanks to a strong focus on cost controls," says Thomas Le Guay, a Moody's Ratings Vice President. "The company is well positioned to take advantage of any increase in natural gas volumes in the Haynesville and Moody's expect it to continue to gradually decrease its financial leverage while managing capital spending prudently." RATINGS RATIONALE The B2 CFR is supported by the stable operating performance of M6 ETX's integrated gas gathering, processing and pipeline assets which provides good barriers to entry; the proximity and connection of its operations in the Haynesville Shale of East Texas to the US Gulf Coast and strong demand for liquefied natural gas (LNG) export; its limited direct exposure to commodity prices, with close to 80% of revenue under fixed-fee contracts with a diverse and predominantly investment-grade customer base. The CFR continues to remain constrained by M6 ETX's high leverage, with adjusted debt/EBITDA likely to improve towards 4.5x over the next 12 to 18 months, as a result of subdued natural gas volumes on M6 ETX's gathering system. Persistently low natural gas prices through 2023 and 2024 and heightened competition from basins with more competitive production costs triggered a significant reduction in the drilling of new wells in the Haynesville and slowed down the pace of growth in the company's earnings. Higher interest costs will also continue to exert negative pressure on the company's interest coverage and free cash flow generation, with adjusted EBITDA/Interest expense anticipated to remain below 2.0x over the next 12 to 18 months. The CFR also considers M6 ETX's relatively high exposure to volume risk, with only 23% of revenue derived from take-or-pay contracts, and another 23% indirectly related to take-or-pay contracts; it's geographic concentration in East Texas; and potential capital needs to support future growth. The positive outlook reflects Moody's expectation that M6 ETX will gradually reduce its leverage towards 4.5x in the next 12 to 18 months. M6 ETX will maintain adequate liquidity through mid-2026. As of September 30, 2024, the company had cash and cash equivalents of $49 million and full availability under its $75 million revolving credit facility scheduled to mature in August 2027 (unrated). Cash from operations of around $65 million in 2025 will be insufficient to cover planned reduced capital expenditures and debt amortization payments, resulting in slightly negative free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company delivers growth in earnings and leverage reduction, with debt/EBITDA declining sustainably below 5.0x and EBITDA/Interest expense rising above 2.0x, as well as steady positive free cash flow. The ratings could be downgraded should debt/EBITDA fail to decline below 6.0x, or if EBITDA/Interest expense declines below 1.5x, or if liquidity weakens. M6 ETX is a private company operating midstream natural gas gathering and processing (G&P) facilities and pipelines in East Texas. The company has over 500,000 dedicated G&P acres, over 3,200 miles of pipeline and around 2 billion cubic feet per day (Bcf/d) of transportation capacity. M6 ETX is owned by EnCap Flatrock Midstream and other legacy sponsors. The principal methodology used in these ratings was Midstream Energy published in February 2022. MADISON 33 OWNER: Gets OK to Use Cash Collateral Until Feb. 19 -------------------------------------------------------------- Madison 33 Owner, LLC received interim approval from the U.S. Bankruptcy Court for the Southern District of New York to use cash collateral until Feb. 19, marking the fourth extension since the company's Chapter 11 filing. The court's third interim order issued on Nov. 25 last year allowed the company to access cash collateral until Jan. 17 only. The lender, Palm Avenue Hialeah Trust, will be granted replacement liens on the company's post-petition rents and property to the extent of any decrease in the value of its interest in the cash collateral. Madison's authority to use cash collateral will terminate immediately upon the occurrence of certain events, including the dismissal or conversion of its Chapter 11 case, failure to perform obligations under the fourth interim order, or termination of all or substantially all of the operations of the company. A final hearing is scheduled for Feb. 18. About Madison 33 Owner LLC Madison 33 Owner, LLC is the fee simple owner of real property located at 172 Madison Avenue, New York, N.Y., having an appraised value of $100.6 million. Madison 33 Owner sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11463) on August 26, 2024, with total assets of $100,600,000 and total liabilities of $39,466,304. David Goldwasser, chief restructuring officer, signed the petition. Judge Philip Bentley oversees the case. The Debtor is represented by: Jonathan S. Pasternak, Esq. Davidoff Hutcher & Citron LLP Tel: 646-428-3124 Email: jsp@dhclegal.com MARK'S POOL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Mark's Pool Service, LLC d/b/a MPS Custom Pools 188 Main Street Emmaus, PA 18049-4015 Business Description: Mark's Pool Service, LLC is a pool contractor serving the Lehigh Valley area. The Company specializes in a variety of services, from custom pool design and construction to regular maintenance. Its offerings include concrete pools, custom above-ground pools, custom inground pools, semi-inground pools, fiberglass pools, pool renovations, tile work, upgrades, vinyl pools, and weekly cleaning services. Chapter 11 Petition Date: January 28, 2025 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 25-10348 Judge: Hon. Patricia M Mayer Debtor's Counsel: Frank S. Marinas, Esq. MASCHMEYER MARINAS P.C. 629A Swedesford Road Swedesford Corporate Center Malvern, PA 19355 Tel: (610) 296-3325 E-mail: Fmarinas@msn.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mark D. Reynard as president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free on PacerMonitor at: https://www.pacermonitor.com/view/JDQSBSY/Marks_Pool_Service_LLC__paebke-25-10348__0004.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/I55YBUA/Marks_Pool_Service_LLC__paebke-25-10348__0001.0.pdf?mcid=tGE4TAMA MCNICHOLS TRUCKING: Seeks to Hire Craig M. Geno as Legal Counsel ---------------------------------------------------------------- McNichols Trucking, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ the Law Offices of Craig M. Geno, PLLC as counsel. The firm will provide these services: (a) advise and consult with the Debtor regarding questions arising from certain contract negotiations which will occur during the operation of business; (b) evaluate and attack claims of various creditors who may assert security interests in the assets and who may seek to disturb the continued operation of business; (c) appear in, prosecute, or defend suits and proceedings, and take all necessary and proper steps and other matters and things involved in or connected with the affairs of the estate of the Debtor; (d) represent the Debtor in court hearings and assist in the preparation of legal papers and documents; (e) advise and consult with Debtor in connection with any reorganization plan which may be proposed in this proceedings and any matters concerning it which arise out of or follow the acceptance or consummation of such reorganization or its rejection; and (f) perform such other legal services on behalf of the Debtor as they become necessary in this proceeding. The firm will be paid at these hourly rates: Craig Geno, Attorney $450 Associates $275 Paralegals $200 In addition, the firm will seek reimbursement for expenses incurred. The firm will be paid a retainer of $12,000 which includes the $1,738 filing fee. Mr. Geno 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: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 601 Renaissance Way, Suite A Ridgeland, MS 39157 Telephone: (601) 27-0048 Facsimile: (601) 427-0050 Email: cmgenocmgenolaw.com About McNichols Trucking McNichols Trucking LLC is a family-owned logistics company established in 2015, providing reliable transportation services to clients across the 48 states. The company emphasizes professional inventory management, ensuring products are delivered safely and efficiently. Utilizing advanced GPS tracking and expert route planning, McNichols Trucking ensures timely and secure delivery for both large and small clients. McNichols Trucking LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No.: 25-50061) on January 16, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Katharine M. Samson handles the case. The Law Offices of Craig M. Geno, PLLC serves as the Debtor's counsel. MERCURY INVESTMENTS: Gets Final OK to Use Cash Collateral --------------------------------------------------------- Mercury Investments, LLC received final approval from the U.S. Bankruptcy Court for the Central District of California to use cash collateral. The final order approved the use of cash collateral to pay the expenses set forth in the company's budget through Jan. 31 or the dismissal or conversion of the company's bankruptcy case, whichever is earlier. The order also approved the stipulation between the company and MOR Financial Services, Inc. for the use of cash collateral. Mercury Investments was ordered to make a monthly payment of $10,000 to MOR Financial Services to protect its interest. As additional protection, MOR Financial Services was granted a replacement lien on Mercury Investments' post-petition rents to the same extent and with the same validity and priority as its pre--bankruptcy lien. About Mercury Investments Mercury Investments, LLC, a Los Angeles-based company, sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-17177) on September 4, 2024, with $1 million to $10 million in both assets and liabilities. Ruth Ann Isaacs Hamilton, managing member, signed the petition. Judge Sheri Bluebond handles the case. The Debtor is represented by: Matthew D. Resnik, Esq. Rhm Law, LLP Tel: 818-285-0100 Email: matt@rhmfirm.com MGPF INC: Has Deal on Cash Collateral Access -------------------------------------------- MPGF, Inc. asked the U.S. Bankruptcy Court for the District of Minnesota for authority to use cash collateral in accordance with its agreement with landlord, HPJ, LLC. The parties agree that based on their security agreement, the landlord holds a secured interest in MPGF's cash collateral. HPJ also consents to MGPF's use of cash collateral for payment of the expenses set forth in the budget, through Feb. 14. HPJ claims past-due rent of $68,902. Based on the landlord's cash collateral, MPGF's past-due rent obligation was fully secured as of the date of its bankruptcy filing. MPGF is obligated to pay the full amount of its past-due rent, as agreed upon by the parties or as determined by the court, upon assumption of the lease or such other payment schedule as may be agreed upon by HPJ. If MPGF does not assume the lease, the company will be required to pay the full amount of its past due rent as a fully secured claim, plus interest, pursuant to the plan of reorganization. To remain current on the rent under the lease as an administrative expense, MPGF is required to pay the landlord $8,392 per month. In addition to the rents, MGPF will pay $1,500 each month as adequate protection, which payment will be first applied to the landlord's post-petition attorneys' fees with any amount in excess of attorneys' fees applied to interest on the past due rents calculated at the rate of 1% per month from the date of the company's bankruptcy filing. HPJ will be granted replacement liens in MGPF's post-petition assets, with the same validity, priority, dignity, and effect as its pre-bankruptcy liens. The landlord will have the right to request that it be granted a superpriority administrative expense for any loss resulting from any inadequacy in the value of the replacement liens. However, any replacement lien or superpriority administrative expense of Landlord will not attach to the company's bankruptcy causes of action under Chapter 5 of the Bankruptcy Code. A hearing on the matter is set for Feb. 4. A copy of the Debtor's motion is available at https://urlcurt.com/u?l=MDzQvf from PacerMonitor.com. About MPGF Inc. MPGF, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 24-42399) on September 5, 2024, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge William J. Fisher oversees the case. Ronald J. Walsh, Esq., at Walsh Law represents the Debtor as bankruptcy counsel. HPJ, LLC, as landlord, is represented by Erik A. Ahlgren, Esq., at Ahlgren Law Office, PLLC. MJM LANDSCAPE: Sec. 341(a) Meeting of Creditors on March 6 ---------------------------------------------------------- On January 27, 2025, MJM Landscape Associates Inc.filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of Arizona. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under Sec. 341(a) to be held on March 6, 2025 at 10:30 AM as a Telephonic Hearing. About MJM Landscape Associates Inc. MJM Landscape Associates Inc. is a family-owned landscape and masonry company, established in 1976, specializing in custom landscape design. MJM Landscape Associates Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 25-00663) on January 27, 2025. In its petition, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. The Debtor is represented by: Charles Richard Hyde, Esq. THE LAW OFFICES OF C.R. HYDE, PLC 2810 N Swan Rd. #150 Tucson, AZ 85712 Tel: 520-270-1110 MODEL TOBACCO: Gets Interim OK to Use Cash Collateral Until Feb. 28 ------------------------------------------------------------------- Model Tobacco Development Group, LLC received interim approval from the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, to use cash collateral until Feb. 28, marking the second extension since the company's Chapter 11 filing. The court's initial order issued on Jan. 17 allowed the company to access cash collateral until Jan. 31 only. The second interim order signed by Judge Brian Kenney authorized the company to pay its expenses from the cash collateral in accordance with its budget, which shows total projected expenses of $178,611.64 for February. Model Tobacco Development Group was ordered to make a monthly payment of $150,000 to the Virginia Housing Development Authority starting next month to protect the lender's interest in its collateral. As additional protection, the lender was granted a replacement lien on all post-petition assets of the company and their proceeds, to the same extent and with the same priority as its pre-bankruptcy lien. The next hearing is scheduled for Feb. 19. About Model Tobacco Development Group Model Tobacco Development Group, LLC is engaged in activities related to real estate. Model Tobacco Development Group filed Chapter 11 petition (Bankr. E.D. Va. Case No. 24-34863) on December 31, 2024, with assets between $50 million and $100 million and liabilities between $10 million and $50 million. The Debtor is represented by: Justin P. Fasano, Esq. Mcnamee Hosea, P.A. 6404 Ivy Lane, Suite 820 Greenbelt, MD 20770 Tel: 301-441-2420 Fax: 301-982-9450 Email: jfasano@mhlawyers.com MP OCTOPUS: Court OKs Interim Use of Cash Collateral ---------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida issued a second interim order allowing MP Octopus Pizza, LLC and its affiliates to continue to use the cash collateral of secured creditors. The order authorized the companies to use cash collateral to pay the expenses set forth in their projected budget, which shows total operating expenses of $632,980.57 for January and $632,980.57 for February. Each creditor with a security interest in cash collateral will have a perfected post-petition lien on the cash collateral to the same extent and with the same validity and priority as its pre-bankruptcy lien. The companies were ordered to maintain insurance coverage for their property in accordance with their obligations under the loan and security documents with secured creditors. The next hearing is scheduled for March 18. About MP Octopus Pizza LLC MP Octopus Pizza LLC, doing business as Marco's Pizza, filed Chapter 11 petition (Bankr. M.D. Fla. Case No. 24-06739) on November 15, 2024, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Terry Burkholder, manager of MP Octopus Pizza, signed the petition. Judge Catherine Peek McEwen oversees the case. The Debtor is represented by: Buddy D Ford, Esq. Buddy D. Ford, P.A. Tel: 813-877-4669 Email: buddy@tampaesq.com MULLEN AUTOMOTIVE: Reduces Net Loss to $505.8M for Fiscal 2023 -------------------------------------------------------------- Mullen Automotive Inc. filed its Annual Report on Form 10-K with the Securities and Exchange Commission, reporting a net loss of $505.83 million on revenues from sales of vehicles of $1.09 million for the year ended Sept. 30, 2024. This compares to a net loss of $1.01 billion on revenue from sale of vehicles of $366,000 for the year ended Sept. 30, 2023. As of Sept. 30, 2024, the Company had $178.63 million in total assets, $195.18 million in total liabilities, and a total stockholders' deficit of $16.55 million. Larkspur, California-based RBSM, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Jan. 24, 2025. The report highlights that the Company, among other things, (i) has an accumulated deficit, (ii) has incurred recurring losses, and (iii) does not believe that its available liquidity will be sufficient to meet its current obligations for a period of at least twelve months from the date of the issuance of the financial statements, which raises substantial doubt about its ability to continue as a going concern. Mullen said, "Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity financings or enter strategic partnerships. Since our inception, we have financed our operations through convertible debt and preferred stock financings. We intend to continue to finance our operations through debt or equity financing and/or strategic partnerships. The failure to obtain sufficient financing or strategic partnerships could adversely affect our ability to achieve our business objectives and continue as a going concern." Commenting on fiscal year 2024 and recent Company developments, CEO and chairman David Michery stated: "2024 was a challenging year for the electric vehicle industry, including Mullen. In the retail market, the previous projections for EV growth rates have not materialized and the conclusion by many has been EVs are 'not selling.' It is true that the large OEMs have slowed their aggressive EV plans, but have certainly not stopped. However, I want to make it clear that Mullen is not in the retail market. We are in the commercial market with different market conditions, adoption criteria and customers. In the commercial market, it has only really been the last few years that OEMs have brought vehicles to customers and in some vehicle classes, there are still no entries. Consequently, adoption is still at the very early stages and is now growing. "For all new commercial EV manufacturers, there has been a continued slowdown in available capital, high interest rates, supply chain issues, regulatory hurdles to deal with as well as the unknown impact of the new administration's potential regulatory and incentives and tax changes. Many new OEMs have not weathered the storm and, unfortunately, were forced to close. Mullen however, managed successfully to face these challenges head on and has made significant progress in many areas. "While I am proud of the Company's accomplishments, I share investor disappointment with the performance of Mullen stock. There are many reasons I have previously expressed to shareholders why I believe the price of the Company stock does not closely reflect the value of the Company. I believe the Company's real estate assets, manufacturing capabilities and intellectual property portfolio value exceeds the current market capitalization. The Company was able to successfully achieve full certification to sell its Class 1 EV cargo van and 3 EV truck, as well as Bollinger Class 4 trucks. Our Tunica, Mississippi, facility is fully equipped and has produced hundreds of commercial EVs. I do recognize a slow start of sales and as a result, we are revising our sales forecast to reflect slower growth than previously anticipated. Commercial customers require longer lead time to evaluate our new Company, brand and product offerings, including fleet managers, who often require vehicle pilots to gain the confidence they need in confirming our EVs perform and meet their specific requirements. We are gaining meaningful traction now on the sales front, and the Company is laser focused on the sale of its commercial vehicles where we believe we have a clear competitive advantage at this time. "Being fully aware of the extremely difficult capital-raising environment, the Company has recently initiated further significant cost-cutting measures to minimize our operating expenses for 2025. These reductions are a result of a singular focus on our commercial business and include continued elimination of operating expenses where it is not critical for the sales and growth of our Company. "As you will note from the updates below, there are many reasons I remain positive, including the fact that we now have three vehicle lines that are currently in U.S. production, generating cash from sales and building demand for our EVs from several different customer verticals. We believe no other recently established EV company in the U.S. can say this." The full text of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1499961/000143774925001816/muln20240930_10k.htm About Mullen Automotive Brea, California-based Mullen Automotive Inc., formerly known as "Net Element, Inc., is a Southern California-based automotive company building the next generation of commercial electric vehicles ("EVs") with two United States-based vehicle plants located in Tunica, Mississippi, (120,000 square feet) and Mishawaka, Indiana (650,000 square feet). In August 2023, Mullen began commercial vehicle production in Tunica. As of January 2024, both the Mullen ONE, a Class 1 EV cargo van, and Mullen THREE, a Class 3 EV cab chassis truck, are California Air Resource Board ("CARB") and EPA certified and available for sale in the U.S. The Company has also recently expanded its commercial dealer network to seven dealers, which includes Pape Kenworth, Pritchard EV, National Auto Fleet Group, Ziegler Truck Group, Range Truck Group, Eco Auto, and Randy Marion Auto Group, providing sales and service coverage in key West Coast, Midwest, Pacific Northwest, New England and Mid-Atlantic markets. NATIONWIDE EXPRESS: Seeks to Hire Copart Inc. as Auctioneer ----------------------------------------------------------- Nationwide Express, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Copart, Inc. as auctioneer to sell certain vehicles. The auctioneer's standard marketing and auction sale fee, which it will charge Debtor, is 3 percent of the sale price for each vehicle with a minimum sale fee of $75 and maximum sale fee of $250. Additionally, the auctioneer charges $89 to list each vehicle. Dennis Perry, CDS account manager at Copart, Inc., assured the court firm is a disinterested person as defined by Section 101(14) of the Bankruptcy Code. The firm can be reached through: Dennis Perry Copart, Inc. 505 Idlewild Road Grand Prairie, TX 75051 2410 Phone: (972) 263-2711 About Nationwide Express, Inc., Nationwide Express Inc. operates in the general freight trucking industry. The company is based in Ringgold, Ga. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-40995) on July 2, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Charlie Stinson, chief executive officer, signed the petition. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC represents the Debtor as legal counsel. NEW AGE: Seeks to Hire Gutnicki LLP as Bankruptcy Counsel --------------------------------------------------------- New Age Leasing, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Gutnicki LLP as counsel. The firm will provide these services: a. negotiation with creditors; b. preparation of a plan; c. examination and resolution of claims filed against the estate; d. preparation and prosecution of adversary proceedings, if any; e. preparation of pleadings filed in the case; f. interaction with the trustee in this case; g. attendance at court hearings; and h. representation of the Debtor in matters before the Court. Gutnicki LLP will be paid at these rates: Miriam Stein Granek $450 per hour Attorney $345 per hour to $850 per hour The firm will be paid a post-petition retainer in the amount of $10,000. Gutnicki LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Miriam Stein Granek, 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: Miriam Stein Granek Gutnicki LLP 4711 Golf Road, Suite 200 Skokie, IL 60076 Tel: (847) 745-6592 Email: mgranek@gutnicki.com About New Age Leasing New Age Leasing, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-18710) on December 16, 2024, listing under $1 million in both assets and liabilities. Honorable Bankruptcy Judge Deborah L. Thorne handles the case. The Law Offices of David Freydin PC serves as the Debtor's counsel. NEWBRIDGE ON THE CHARLES: Fitch Affirms 'BB+' IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating (IDR) for NewBridge on the Charles (NewBridge) at 'BB+' and affirmed the 'BB+' rating on approximately $227 million of outstanding revenue refunding bonds, series 2017 issued by the Massachusetts Development Finance Agency on behalf of NewBridge. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- NewBridge on the Charles, Inc. (MA) LT IDR BB+ Affirmed BB+ NewBridge on the Charles, Inc. (MA) /General Revenues/1 LT LT BB+ Affirmed BB+ The 'BB+' rating and Stable Outlook reflect Newbridge's strong business profile limited by its high debt burden and limited financial cushion. While high occupancy, a sizable waiting list, and favorable operations support NewBridge's operating profile, leverage remains the key rating constraint. Achieving an upgrade will require NewBridge to demonstrate sustained improvement in cash to adjusted debt to improve to no less than 41% (from around 25%) in a forward-looking stress case, while maintaining adequate facilities reinvestment and stable operations. Support for the rating is provided by NewBridge's location in an economically vibrant market area and continued high demand characterized by occupancy exceeding 90% across the care continuum. In addition, the community's relationship with Hebrew Senior Life (HSL), its parent and sole corporate member, provides access to HSL's management expertise and financial resources (an ESG factor). HSL is the largest provider of senior healthcare and communities in New England and an affiliate of Harvard Medical School. SECURITY The bonds are secured by a mortgage, and security interest in NewBridge's collateral, including a gross revenue pledge and debt service reserve fund. HSL is not obligated on the series 2017 bonds. KEY RATING DRIVERS Revenue Defensibility - 'a' High Occupancy; Favorable Market Position NewBridge's strong revenue defensibility reflects demand for its services, as shown by strong occupancy at all care levels. Demand is supported by NewBridge's relationship with HSL, attractive facilities, and a favorable location, catering to a wealthy demographic. NewBridge maintains occupancy levels above 90% for across independent living (ILU), assisted living (ALU), memory care, and skilled nursing, with a robust waitlist of 400 members. It offers 90%, 75%, and 50% refundable contracts. Approximately 60% of residents choose a 50% refundable contract, while 30% opt for a 90% refundable contract. Management's strategy to encourage 50% refundable contracts aims to reduce the refund liability and increase retained cash flow over time. Annual entrance and monthly fee increases are regular, with pricing structured to be comparable on a rate of return basis across all contract types. Typically, 40%-50% of residents come from within the market area, and in 2024, about 27% of new residents originated from outside Massachusetts. Operating Risk - 'bbb' Adequate Operations, Elevated Debt Burden Fitch's evaluation of NewBridge's operating risk highlights its predominantly type-C contract mix and robust overall performance, tempered by a high debt burden. NewBridge's adjusted net operating margin (NOMA) has averaged around 27% over the last five years. The net operating ratio remains manageable at just under 100% and is expected to stay below this level over Fitch's five-year base case scenario. Operating cash flow benefits from lease payments from Hebrew Rehabilitation Center, Inc. (HRC), where HSL is the sole corporate member. In fiscal 2024, lease payments totaled about $6.9 million, providing NewBridge with monthly rental payments equaling 100% of net revenues of the leased space after covering direct expenses. The healthcare center's operations are bolstered by a significant private pay business (approximately 30% of net patient service revenues) and a strong history of contracts with MassHealth for Medicaid residents. However, reimbursement pressures and nurse staffing challenges are limiting NewBridge's ability to increase short-term skilled beds. Capital spending has been modest over the past five years, averaging about 29% of depreciation, but is expected to rise as the building, now 15 years old, requires refurbishment or replacement of elevators, HVAC units, siding, windows, kitchen equipment, and possibly the dining area. As ILUs turnover, management is upgrading them with bathroom renovations, new appliances, fixtures, and lighting to maintain marketability. Annual capex over the next four to five years is projected at $8.5 million to $11 million, with total spending of $275 million to $300 million planned over the next 20 years. Project funding will primarily come from new entrance fees. Although there are no immediate plans for new debt issuance, NewBridge will consider a modest amount of new debt if rates are attractive. However, given the sizable amount of outstanding debt, both MADS as a percentage of revenues and debt to net available are high and preclude the issuance of additional debt without creating rating pressure. Financial Profile - 'bb' High Leverage; Adequate Liquidity and Coverage NewBridge's balance sheet is characterized by its high leverage but also adequate liquidity for the rating level. As of the unaudited FYE24 on Sept. 30, cash to adjusted debt was approximately 24%, and debt to net available was just above 12x. Unrestricted cash and investments of $55 million equaled 222 days cash on hand, based on management's disclosure calculation. MADS coverage remains adequate at 1.4x (with 1.2x required). NewBridge has no immediate plans for debt issuance and no additional debt capacity at the current rating level. Given NewBridge's capex plans, leverage and liquidity could become further constrained over time without HSL's financial support. Asymmetric Additional Risk Considerations No asymmetric additional risk considerations are relevant to the rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Sustained decline in ILU occupancy below 90%; - Deterioration of cash to adjusted debt below current levels; - Any breach of the 1.2x MADS coverage or 125 days cash on hand debt covenants. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Significant balance sheet improvement such that cash-to-adjusted debt stabilizes above 41% throughout Fitch's stress case scenario. PROFILE NewBridge is a life plan community (LPC) with 256 ILUs, 51 ALUs and 36 memory support units. NewBridge also includes a healthcare center with 250 skilled nursing beds. The healthcare center is leased by HRC, an affiliated entity of HSL. All facilities are located on a 162-acre campus in Dedham, MA, about 10 miles southwest of downtown Boston and just north and east of Route 128/I-95. NewBridge had total operating revenues of $56.8 million and total assets of $257 million in fiscal 2024 (unaudited). The financial analysis and figures cited in this release are for NewBridge only and do not include the healthcare center's revenues and expenses. The revenues and expenses of HRC's operations in the leased space are not reflected in NewBridge's financial statements, only earnings related to the lease agreement. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by data from Lumesis. ESG Considerations NewBridge on the Charles, Inc., MA has an ESG Relevance Score of '4' [+] for Group Structure due to its relationship with HSL. NewBridge's sole corporate member and manager is HSL, a prominent senior services enterprise that is affiliated with Harvard Medical School and has significant long-term care operations in the Boston region. This has a positive impact in the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. NEXUS BUYER: S&P Assigns 'B' Rating on Senior Secured Term Loan --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Nexus Buyer LLC's (doing business as IntraFi) $2.561 billion first-lien senior secured term loan. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. S&P's 'B' issuer credit rating and stable outlook on IntraFi are unchanged. This issuance repriced the company's existing first-lien term loan, implemented via an exchange of the company's existing $2.467 billion first-lien term loan ($2.461 billion outstanding) for like amounts of a new $2.461 billion first-lien term loan and a $100 million fungible add-on intended to help fund a shareholder distribution. S&P said, "Based on preliminary 2024 financials disclosed by the company, EBITDA generation was roughly in line with our expectations due to solid growth in IntraFi's bank reciprocal product offering. Pro forma for the transaction, S&P Global Ratings-adjusted leverage was 6.1x at year end. Though the $100 million of additional debt results in a modest increase in S&P Global Ratings-adjusted leverage, we still expect the transaction to produce interest savings of about $8.5 million. "We expect EBITDA growth in 2025 will improve leverage toward 5.5x. However, we believe any deleveraging will be temporary because the company has a history of debt-financed dividends, which will likely keep leverage elevated near current levels, but comfortably below our 7.5x downgrade threshold for the rating." Issue Ratings - Recovery Analysis Key analytical factors: -- The company's debt capitalization consists of a $100 million revolving credit facility (undrawn as of Dec. 31, 2024) due in July 2029, a $2.561 billion first-lien term loan due in July 2031, and a $540 million second-lien term loan due in November 2029. -- S&P's simulated default scenario considers a default in 2028 amid industry changes that decrease banks' demands for deposit liquidity, reducing transaction volumes and compressing fees and spreads across IntraFi's network; a reversal of recent advantageous regulatory trends that have spurred demand for reciprocal deposits; or increased competition from alternative networks. -- Nexus Buyer LLC is the borrower under the first- and second-lien facilities. The facilities also benefit from guarantees from the borrowers' material subsidiaries. S&P's recovery analysis assumes first-lien collateral represents substantially all of the emergence enterprise value. -- S&P believes IntraFi would reorganize following a default given its industry-leading bank network relationships. S&P values the company using a 7x multiple of our projected emergence EBITDA. Simulated default assumptions: -- Simulated year of default: 2028 -- Emergence EBITDA: about $210 million -- EBITDA multiple: 7x -- Revolver drawn at default: 85% Simplified waterfall: -- Net enterprise value (after 5% administrative costs): About $1.4 billion -- First-lien debt claims: About $2.65 billion --Recovery expectations: 50%-70% (rounded estimate: 50%) -- Second-lien debt claims: About $564 million --Recovery expectations: 0%-10% (rounded estimate: 0%) NIGHTFOOD HOLDINGS: Reports $764,611 Net Loss in Q1 FY25 -------------------------------------------------------- Nightfood Holdings, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $764,611 on $24,454 of net revenues for the three months ended September 30, 2024, compared to a net loss of $1,318,933 on $8,935 of net revenues for the three months ended September 30, 2023. As of September 30, 2024, the Company had $1,871,068 in total assets, $5,583,856 in total current liabilities, $370,200 in commitments and contingencies, and $4,082,988 in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2hx6v7kv About Nightfood Holdings Tarrytown, N.Y.-based Nightfood Holdings, Inc. is focused on identifying and exploiting explosive market trends within the hospitality, food services, and consumer goods sectors. By leading newly emerging categories and by identifying opportunities in markets undergoing transformational upheaval, our aim is to create upside potential unmatched in more mature markets. Spokane, Wash.-based Fruci & Associates II, PLLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated December 27, 2024, citing that the Company has an accumulated deficit, limited available cash resources and does not believe cash on hand will be sufficient to fund operations and growth. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2024, the Company had $1,642,621 in total assets, $1,790,706 in total liabilities, and $3,433,327 in total stockholders' deficit. ODI OLDCO: Committee Seeks to Hire Buchalter as Legal Counsel ------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of ODI Oldco, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ law firm of Buchalter, a Professional Corporation, as counsel. The firm will render these services: (a) assist in the committee's oversight and review of the Debtors' operational, financial, and legal affairs, the administration of the Chapter 11 cases, and all other matters arising in, arising under, or related to the cases; (b) prepare on behalf of the committee necessary legal documents and filings; (c) appear in court as representative of the interests of the committee; (d) review and analyze the pleadings filed in the cases; (e) take efforts related to the filing of a contemplated joint plan of liquidation of the Debtors and the committee to wind up the cases; (f) investigate and, as appropriate, prosecute matters relevant to the cases; (g) communicate with the committee's constituents and other creditors or parties in interest in furtherance of its responsibilities; and (h) perform the duties and powers entrusted to the committee under the Bankruptcy Code and the Bankruptcy Rules and perform such other services as are in its interests and those whose interests it represents. The firm will be paid at these following hourly rates: Shareholder $650 Steve Jakubowski, Attorney $575 Senior Counsel $525 Associates $450 Paralegals and Research Clerks $250 In addition, the firm will seek reimbursement for expenses incurred. Mr. Jakubowski 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: Steve Jakubowski, Esq. Buchalter, A Professional Corporation 180 N. LaSalle Street, Suite 3300 Chicago, IL 60601 Telephone: (312) 456-0191 Email: sjakubowski@buchalter.com About ODI Oldco Oberweis Dairy, Inc. is a dairy product manufacturing business in North Aurora, Ill. Oberweis Dairy and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Lead Case No. 24-05385) on April 12, 2024. In the petition signed by Adam Kraber, president, Oberweis Dairy disclosed up to $50 million in both assets and liabilities. Judge David D. Cleary oversees the cases. The Debtors tapped Howard L. Adelman, Esq., at Adelman & Gettleman,Ltd. as legal counsel and CPT Group, Inc. as noticing, claims, and solicitation agent. On April 19, 2024, the Office of the United States Trustee appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped the law firm of Buchalter, a Professional Corporation, as its counsel. PAVMED INC: Receives Nasdaq Notice Regarding Low Stock Price ------------------------------------------------------------ PAVmed Inc. filed a Form 8-K with the Securities and Exchange Commission reporting that on Jan. 23, 2025, it received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that, for the prior 30 consecutive business days (through Jan. 22, 2025), the closing bid price of the Company's common stock had been below the minimum of $1 per share required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notification letter stated that the Company would be afforded 180 calendar days (until July 22, 2025) to regain compliance. In order to regain compliance, the closing bid price of the Company's common stock must be at least $1 for a minimum of ten consecutive business days. The notification letter also stated that, in the event the Company does not regain compliance within the initial 180-day period, the Company may be eligible for an additional 180-day period. If the Company is not eligible for the additional 180-day period, or if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, the Nasdaq Listing Qualifications Department will provide notice after the end of the initial 180-day period that the Company's securities will be subject to delisting. The Nasdaq notification has no effect at this time on the listing of the Company's common stock or Series Z warrants, and the common stock and Series Z warrants will continue to trade uninterrupted under the symbol "PAVM" and "PAVMZ," respectively, or on the Company's efforts to regain compliance with Nasdaq Listing Rule 5550(b)(2), as discussed in its current report on Form 8-K filed, on Jan. 21, 2025. The Nasdaq notification does not affect the listing of the Company's common stock or Series Z warrants. Both the common stock (PAVM) and Series Z warrants (PAVMZ) will continue to trade uninterrupted. The Company will also continue its efforts to regain compliance with Nasdaq Listing Rule 5550(b)(2). The Company intends to consider all available options to regain compliance with the Nasdaq listing standards. The Nasdaq notification has no effect at this time: (i) on the listing of the Company's common stock or Series Z warrants, and the common stock and Series Z warrants will continue to trade uninterrupted under the symbols "PAVM" and "PAVMZ," respectively; or (ii) on the Company's efforts to regain compliance with Nasdaq Listing Rule 5550(b)(2). The Company intends to consider all available options to regain compliance with the Nasdaq listing standards. About PAVMed Headquartered in New York, NY, PAVmed is structured to be a multi-product life sciences company organized to advance a pipeline of innovative healthcare technologies. Led by a team of highly skilled personnel with a track record of bringing innovative products to market, PAVmed is focused on innovating, developing, acquiring, and commercializing novel products that target unmet needs with large addressable market opportunities. Leveraging its corporate structure -- a parent company that will establish distinct subsidiaries for each financed asset -- the Company has the flexibility to raise capital at the PAVmed level to fund product development, or to structure financing directly into each subsidiary in a manner tailored to the applicable product, the latter of which is its current strategy given prevailing market conditions. Headquartered in New York, NY, Marcum LLP, the Company's auditor since 2019, issued a "going concen" qualification in its report dated March 25, 2024. The report cites that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company incurred a net loss attributable to PAVmed Inc. common stockholders of approximately $66.3 million and had net cash flows used in operating activities of approximately $52.0 million for the year ended Dec. 31, 2023. As of Dec. 31, 2023, the Company had negative working capital of approximately $29.7 million, with such working capital inclusive of the Senior Secured Convertible Notes classified as a current liability of an aggregate of approximately $44.2 million and approximately $19.6 million of cash. "The Company's ability to continue operations beyond March 2025, will depend upon generating substantial revenue that is conditioned upon obtaining positive third-party reimbursement coverage for its EsoGuard Esophageal DNA Test from both government and private health insurance providers, increasing revenue through contracting directly with self-insured employers, and on its ability to raise additional capital through various potential sources including equity and/or debt financings or refinancing existing debt obligations," PAVMed said in its 2023 Annual Report. PERSONAL LAWN: Seeks to Hires Phillips & Thomas as Legal Counsel ---------------------------------------------------------------- Personal Lawn Care LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire Phillips & Thomas LLC as counsel. The services to be rendered include providing the services needed in representing a Chapter 11 debtor-in-possession, which include: preparation of the bankruptcy forms and schedules, attendance at the Sec. 341 meeting and other court hearings, preparation of the disclosure statement and Chapter 11 plan, client conferences, filing monthly operating reports, phone calls, emails, dealing with creditors, and resolving confirmation issues. George J. Thomas will charge $350 per hour. The firm has received a retainer amount of $8,262, and a filing fee of $1,738. George J Thomas, Esq., a partner at Phillips & Thomas LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: George J. Thomas, Esq. Phillips & Thomas LLC 5251 W 116th Place, Suite 200 Leawood, KS 66211 Tel: (913) 385-9900 Email: geojthomas@gmail.com About Personal Lawn Care LLC Personal Lawn Care LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. 25-20033) on Jan. 14, 2025, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Dale L Somers presides over the case. George J. Thomas, Esq. at Phillips & Thomas, LLC presides over the case. PHOENIX EXTEND-A-SUITES: Seeks Chapter 11 Bankruptcy Protection --------------------------------------------------------------- On January 27, 2025, Phoenix Extend-A-Suites LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of Arizona. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Phoenix Extend-A-Suites LLC Phoenix Extend-A-Suites LLC is a limited liability company Phoenix Extend-A-Suites LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 25-00688) on January 27, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Brenda Moody Whinery handles the case. The Debtor is represented by Patrick F. Keery, Esq., at Keery Mccue, PLLC, in Scottsdale, Arizona. PLASKOLITE PPC: Moody's Lowers CFR to Caa1, Outlook Negative ------------------------------------------------------------ Moody's Ratings has downgraded the Corporate Family Rating of Plaskolite PPC Intermediate II LLC's ("Plaskolite") to Caa1 from B3, Probability of Default Rating to Caa1-PD from B3-PD, and the ratings of the company's senior secured first-lien term loan and the revolving credit facility to Caa1 from B3. The outlook remains negative. Governance considerations are a key driver of this rating action. Moody's revised Plaskolite's ESG Credit Impact Score (CIS) to CIS-5 from CIS-4 to reflect the change in the Governance Issuer Profile Score (IPS), which was changed to G-5 from G-4 to indicate heightened risks associated with the delay in refinancing the majority of its capital structure. RATINGS RATIONALE The downgrade reflects Plaskolite's slow recovery in earnings, elevated leverage metrics, and rising uncertainties in addressing its large 2025 debt maturities at reasonable terms and in a timely manner. About $741 million or just under 70% of Plaskolite's total Moody's adjusted debt will become due before the end 2025. A continued delay in refinancing the debt maturities weighs on its credit profile. Despite some improvements in volume and margins in 2024, Plaskolite's performance remains weak driven by the slow demand growth and competitive market conditions. Its Moody's adjusted debt/EBITDA stayed at 11.0x in the LTM September 2024. Moody's expect leverage to hover around 10.0x in the absence of a strong demand recovery over the next 12-18 months. At the same time, Plaskolite's free cash flow generation will remain challenging with its high interest expense consuming almost the entirety of its EBITDA and still leaving some modest fundings needs for its other spendings including CapEx. Plaskolite's credit profile reflects its weak liquidity, as a result of weak free cash flow generation and large upcoming debt maturities. While the company had a cash balance of $21 million and $33 million availability under its $88 million revolving credit facility as of September 31, 2024, its revolver expires in May 2025 and its 1st lien term loan with total outstanding amount of about $681 million matures in Dec 2025. Although the Company is in the process of refinancing its outstanding first and second lien debts including the revolver, there remain uncertainties of the timing and details of its refinancing plan to address these maturing debts. Plaskolite's business profile is supported by its leading market position in thermoplastic products, diverse end markets, and capital light business which provides some flexibility in cash conservation during the downcycle. The Caa1 ratings of Plaskolite's first lien term loan and revolver are in line with its CFR, reflecting their preponderance in the company's debt capital and the effective seniority to the second-lien term loan. The second-lien term loan is not rated by us. The negative outlook reflects Plaskolite's high debt leverage, relatively weak macroeconomic growth expectations for 2025, and its large upcoming debt maturities in or before the fourth quarter of 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade to the ratings is unlikely in the near term but could be considered if Plaskolite successfully addresses its refinancing needs, maintains adequate liquidity, and improves its capital structure to a more sustainable level. A reduction in adjusted debt/EBITDA to below 6.5x on a sustainable basis could support the consideration for a rating upgrade. The ratings will be downgraded if the company fails to refinance its maturity debts and improve the capital structure to more sustainable level in the next few months. A downgrade could also be triggered by any changes to the second lien debt or repurchases/exchanges at significant discounts to par. Moody's would view these events as a distressed exchange. Plaskolite's Credit Impact Score of CIS-5 indicates that the rating is lower than it would have been if ESG risks did not exist. Governance is viewed as weak from a credit standpoint due to elevated financial leverage and weak liquidity position. In addition, environmental risks due to the level of waste and pollution from its production process reinforce the negative ESG impact on the rating. Headquartered in Columbus, Ohio, Plaskolite PPC Intermediate II LLC is a global leader in manufacturing engineering thermoplastics, including; Acrylic, Polycarbonate, ABS, Olefin, PVC, and PETG Sheet, Extruded Profiles and PMMA Polymers. Based in Columbus, Ohio and owned by Pritzker Private Capital along with, management and other co-investors, Plaskolite's customized products are used in a wide variety of applications, including windows, lighting, signage, point-of-purchase displays, semiconductor, marine, transportation, security, and bath & spa products. The company operates 19 manufacturing facilities with locations in the US, Mexico, Chile, Israel, Bulgaria, and Spain and has a distribution center in the Netherlands. PPC Partners acquired the company from Charlesbank in December 2018. The principal methodology used in these ratings was Chemicals published in October 2023. RAILWORKS HOLDINGS: Moody's Affirms 'B1' CFR, Outlook Stable ------------------------------------------------------------ Moody's Ratings affirmed Railworks Holdings, LP's B1 corporate family rating, B1-PD probability of default rating and B2 senior secured debt rating and maintained the stable outlook. RATINGS RATIONALE The ratings reflect the company's cash flow volatility and dependence on lower margin government transit contracts. As such, Moody's expect operating margin to remain stable over the next 12 months. Additionally, the company's private equity ownership raises the possibility of aggressive financial policies. The demand for the company's rail infrastructure services is expected to remain steady because of the essential need for maintenance and rehabilitation services and the secured funding for expansion projects by transit systems. The ratings also reflect Moody's expectation that leverage will remain around 4.0x through 2025. Moody's do not expect optional debt repayments, nor do Moody's expect the company to be acquisitive. However, there remains the possibility of dividends as free cash flow grows. Moody's consider RailWorks liquidity to be adequate. The company has a $50 million ABL expiring in November 2026 with about $43.7 million available as of December 31, 2024. Additionally, Moody's expect free cash flow in 2025 to more than cover seasonal working capital swings and the potential for fluctuations in cash flows resulting from projects structured through joint ventures. The stable outlook reflects Moody's expectation for moderate revenue growth, positive free cash flow in 2025 and stable operating margin. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if RailWorks increases its scale through consistent contract wins and improve operating margin to the upper single digits while maintaining debt-to-EBITDA of less than 3.5 times. Additional considerations for an upgrade include improved liquidity and a demonstrated ability to manage fluctuations in cash flow more effectively such that free cash flow including joint venture distributions is at least $50 million per annum. The ratings could be downgraded if Moody's expect that operating margin will decline to 5% or less, possibly due to an inability to effectively bid for and execute fixed price contracts or a major project deferral. Debt-to-EBITDA approaching 5x could also result in a rating downgrade. Also, a deterioration in liquidity such that the company becomes reliant on its revolving credit facility for working capital or prospects for a substantial increase in free cash flow including joint venture distributions diminish could result in a rating downgrade. Railworks Holdings, LP is a leading provider of construction and maintenance services to transit, freight and industrial rail infrastructure systems in North America. RailWorks is owned by private equity sponsor Bernhard Capital Partners. Revenue for the 12 months ended September 30, 2024 was approximately $1.1 million. The principal methodology used in these ratings was Construction published in September 2021. REALTRUCK GROUP: Moody's Alters Outlook on 'B3' CFR to Negative --------------------------------------------------------------- Moody's Ratings affirmed the ratings of RealTruck Group, Inc. including the B3 corporate family rating and B3-PD probability of default rating. Moody's have also affirmed the B2 senior secured bank credit facility ratings and the Caa2 senior unsecured rating. Moody's also assigned a B2 rating to the company's proposed $525 million senior secured first lien term loan, the proceeds of which will be used to fund the acquisition of Vehicle Accessories, Inc. (VAI). The outlook has been changed to negative from stable. The negative outlook reflects Moody's expectation that financial flexibility will be constrained given the company's very high leverage, ongoing strategic initiatives and the acquisition of VAI, which will be largely debt funded and is the company's largest acquisition to date. Moody's estimate that pro forma for the acquisition of VAI, leverage was 8.4x at the end of 2024. Moody's estimate includes adjustments for certain costs Moody's believe will not be incurred in future periods but does not include management's estimates of future cost savings or revenue opportunities. Moody's believe the ability to reduce leverage is highly dependent on the successful execution and realization of acquisition synergies and benefits of management's operational initiatives. Governance was a key consideration for this rating action as aggressive financial strategies and risk management practices will result in sustained high financial leverage. The VAI acquisition is largely funded with debt, demonstrating the private equity sponsor's priority to continue to grow the company through acquisitions. RATINGS RATIONALE RealTruck's ratings reflect the company's very high leverage, weak credit metrics and volatile free cash flow. The ratings also reflect RealTruck's moderate scale, healthy EBITDA margin and adequate liquidity. RealTruck has good product diversification and brand recognition as a specialty provider in the light vehicle aftermarket segment. The acquisition of VAI will diversify RealTruck's sales by vehicle brand while expanding the company's portfolio of truck accessories. It will also add offerings for the CUV/SUV aftermarket, which will be a new end market for RealTruck. On a pro forma basis, Moody's expect revenue to grow in the low single digits in 2025 driven by modest price improvements, new OEM programs and the resumption of production of certain automotive lines at two OEMs. New product launches should also contribute to revenue growth. Despite continued spending for a national advertising campaign, Moody's expect modest EBITDA margin expansion as a result the company's cost saving strategies. Nonetheless, the large debt load and significant annual interest expense burden limits the company's ability to absorb operational missteps or poor execution. RealTruck's liquidity is supported by Moody's expectation of free cash flow in excess of $50 million annually over the next 12-18 months. Liquidity is also supported by the company's unused and unrated $235 million asset-based lending (ABL) facility, which is set to expire in January 2026. The facility is subject to a springing fixed charge covenant when availability falls below a specific threshold. The term loan does not have financial maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company cannot meaningfully demonstrate the successful execution of its strategic initiatives through growth in reported EBITDA and free cash flow. Deteriorating liquidity, including reliance on the ABL revolver or weaker free cash flow could also lead to a downgrade. Furthermore, a downgrade could also result from the inability to meaningfully reduce debt-to-EBITDA or if EBITDA-to-interest expense falls below 1x. A debt financed dividend or another material debt funded acquisition prior to significantly improving leverage could also result in a downgrade. The ratings could be upgraded with stronger than expected margin improvement and free cash flow that results in debt repayment and sustainably lower financial leverage. Improved quality of earnings as the benefits of strategic initiatives are realized, evidenced by a reduction of itemized pro forma add backs to reported results would also be necessary prior to a rating upgrade. More specifically, debt-to-EBITDA around 5.5x, retained cash flow-to-net debt approaching the low-teens and EBITDA-to-interest above 2x could result in an upgrade, along with maintenance of good liquidity. RealTruck Group, Inc. is a vertically integrated manufacturer of branded aftermarket accessories for trucks, Jeeps, sport utility vehicles, crossover utility vehicles and vans with manufacturing operations in the US, Canada, Denmark, Mexico and Thailand and sales in 100+ countries. Products include hard and soft truck bed covers, truck caps, bed liners, floor liners, steps, suspension kits, Jeep parts and off-road accessories. Revenue for the twelve months ended September 30, 2024 was approximately $1.6 billion. The principal methodology used in these ratings was Automotive Suppliers published in December 2024. REITER BROTHERS: Hires Stiberman Law PA as Bankruptcy Counsel ------------------------------------------------------------- Reiter Brothers, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Stiberman Law, PA as bankruptcy counsel. The firm's services include: (a) advise the Debtor with respect to its responsibilities in complying with the United States Trustee's Guidelines and Reporting Requirements and with the rules of the court; (b) prepare all legal documents necessary in the administration of this case; (c) protect the interests of the Debtor in all matters pending before the court; and (d) represent the Debtor in negotiations with its creditors and in the preparation and confirmation of a plan. The firm will be paid at these hourly rates: Robert A. Stiberman, Attorney $440 Paralegals $185 In addition, the firm will seek reimbursement for expenses incurred. Pre-petition, the firm received a retainer totaling $14,238, for the purposes of investigating the Debtor's affairs, evaluating a potential bankruptcy, and then preparing and handling a bankruptcy filing. SL applied $9,238 in fees and expenses of the retainer for services rendered and expenses incurred through the Petition Date, leaving a remaining retainer balance of $5,000 as of the Petition Date. Mr. Stiberman 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: Robert A. Stiberman, Esq. Stiberman Law, P.A. 2601 Hollywood Blvd. Hollywood, FL 33020 Telephone: (954) 922-2283 Facsimile: (954) 302-8707 Email: ras@stibermanlaw.com About Reiter Brothers Inc. Reiter Brothers Inc. is a Hollywood, Florida-based furniture manufacturer operating as Vannucchi Brothers. Reiter Brothers filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-10190) on January 9, 2025, with $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. Judge Scott M. Grossman oversees the case. Stiberman Law, P.A. is the Debtor's legal counsel. RETO ECO-SOLUTIONS: Signs Deal With Sunflower to Buy Two Businesses ------------------------------------------------------------------- Reto Eco-Solutions, Inc., filed a Form 8-K with the Securities and Exchange Commission, disclosing that in December 2024, Sunoro Holdings Limited, a wholly owned subsidiary of the Company, entered into a non-binding memorandum of understanding (the "MOU") with Sunflower Energy Holding Limited. Pursuant to the MOU, Sunoro proposes to acquire through Sunflower two lines of businesses (i) holding and rental of commercial/office space and (ii) manufacture and sales of craft beer brewing machine, using a combination of cash and shares of the Company. The closing of the Transaction is subject to the parties agreeing on economic terms of the Transaction, satisfactory completion of due diligence, entering into definitive agreements, obtaining corporate and regulatory approvals, satisfaction of customary closing conditions. Accordingly, there can be no assurance that definitive agreements providing for the Transaction will be entered into or that the proposed Transaction will be consummated. About Reto Eco-Solutions Reto Eco-Solutions, Inc., through its operating subsidiaries in China, is engaged in the manufacture and distribution of eco-friendly construction materials (aggregates, bricks, pavers and tiles), made from mining waste (iron tailings), as well as equipment used for the production of these eco-friendly construction materials. Headquartered in Beijing, Peoples Republic of China, the Company also provides consultation, design, project implementation and construction of urban ecological protection projects through its operating subsidiaries in China. It also provides parts, engineering support, consulting, technical advice and service, and other project-related solutions for its manufacturing equipment and environmental protection projects. Irvine, California-based YCM CPA, Inc., the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 15, 2024. The report highlights that the Company records an accumulated deficit as of Dec. 31, 2023, and the Company currently has net working capital deficit, continued net losses and negative cash flows from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's net loss from continuing operations amounted to $16.1 million, $15.4 million and $20.5 million for the year ended Dec. 31, 2023, 2022 and 2021, respectively. The Company's net loss from discontinued operations amounted to nil, nil and $1.6 million for the year ended Dec. 31, 2023, 2022 and 2021, respectively. Total net loss amounted to approximately $16.1 million, $15.4 million and $22.1 million for the year ended Dec. 31, 2023, 2022 and 2021, respectively. ROCKY MOUNTAIN: Gets Interim OK to Use Cash Collateral ------------------------------------------------------- Rocky Mountain Imports, LLC received interim approval from the U.S. Bankruptcy Court for the District of Colorado to use cash collateral. The company requires the use of cash collateral to meet its ongoing working capital and general business needs. The interim order signed by Judge Michael Romero authorized the company to use cash collateral, including proceeds from its accounts receivable, in accordance with its budget, with a variance of 20% when projected spending is under $2,000 and 15% otherwise. The budget shows total expenses of $31,148 for the week ending Feb. 1; $24,422 for the week ending Feb. 8; $22,723 for the week ending Feb. 15; and $26,675 for the week ending Feb. 22. Live Oak Bank and other secured creditors will be provided with adequate protection including replacement liens on all post-petition assets of the company and proceeds thereof, except avoidance causes of action. A final hearing is set for March 3. Live Oak can be reached through its counsel: Christopher J. Harayda, Esq. Stinson LLP 50 South Sixth Street, Suite 2600 Minneapolis, MN 55402 Telephone: (612) 335-1500 Facsimile: (612) 335-1657 Email: cj.harayda@stinson.com About Rocky Mountain Imports Rocky Mountain Imports, LLC, doing business as Pikes Peak Rock Shop, is a direct importer and wholesale distributor of minerals, fossils and jewelry. Its customers include national parks, museums, gift shops, multi-store chains, science and nature shops, rock & gem shops, trading posts and local rock-hounds. The company directly imports from Brazil, Peru, China, Morocco, and India, and distributes its products to businesses across the U.S. and Canada. Rocky Mountain Imports sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 25-10311) on January 21, 2025, with $96,089 in assets and $1,800,938 in liabilities. Gary Greenwald, managing member of Rocky Mountain Imports, signed the petition. Judge Michael E. Romero oversees the case. Kevin S. Neiman, Esq., at the Law Offices of Kevin S. Neiman, PC, represents the Debtor as bankruptcy counsel. ROOME ENTERPRISES: Hires Grimshaw Law Group as Bankruptcy Counsel ----------------------------------------------------------------- Roome Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire Grimshaw Law Group, P.C. as bankruptcy counsel. The firm's services include: a. preparation and filing of a Petition, Schedules, Statement of Financial Affairs, and other related pleadings; b. attendance at all meetings of creditors, hearings, pretrial conferences, and trials in the case or any litigation arising in connection with the case, whether in state or federal court; c. preparation, filing, and presentation to the Bankruptcy Court of any pleadings requesting relief; d. preparation, filing, and presentation to the court of a disclosure statement and plan or arrangement under Chapter 11 of the Bankruptcy Code; e. review of claims made by creditors or interested parties, preparation, and prosecution of any objections to claims as appropriate; f. preparation, filing, and presentation to the court of all applications to employ and compensate professionals in the Chapter 11 proceeding; and g. preparation and presentation of a final accounting and motion for final decree closing the bankruptcy case. The firm received a retainer of $30,000. Matthew. W. Grimshaw, Esq., owner of Grimshaw Law Group, assured the court that his firm is "disinterested" within the meaning of 11 U.S.C. Sec. 101(14) and represent no interest adverse to the Debtor or its bankruptcy estate The firm can be reached through: Matthew W. Grimshaw, Esq. Grimshaw Law Group, P.C. 800 W. Main Street, Ste. 1460 Boise, ID 83702 Tel: (208) 391-7860 Cell: (760) 402-1423 Email: matt@grimshawlawgroup.com About Roome Enterprises Roome Enterprises, Inc. provides construction, cleanup, disaster restoration, janitorial, window washing, and related services, in Northern Idaho and Eastern Washington under various ServiceMaster franchise agreements. Roome Enterprises sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Idaho Case No. 25-20010) on January 14, 2025, with up to $10 million in both assets and liabilities. Adolphe R Roome, owner and president, signed the petition. Matthew W. Grimshaw, Esq., at Grimshaw Law Group, P.C., represents the Debtor as legal counsel. RYKIN PUMP: To Dispose Office Supplies to West Texas Office ----------------------------------------------------------- Rykin Pump Company, Inc., seeks permission from the U.S. Bankruptcy Court for the Western District of Texas, Midland Division, to sell office equipment and certain vehicles, free and clear of liens The Debtor has in its possession the following property along with their respective estimated values: Warehouse Shelving $1,000.00 Conex Box $4,000.00 Skidsteer w/attachments $4,000.00 Water Trailer $2,500.00 Small Enclosed Trailer $2,500.00 Ditch Witch $500.00 Misc Shovels and Rakes $100.00 Piping and Pipe Fittings $1,000.00 Concrete Tools $500.00 Shop Vac $25.00 Construction Fencing $500.00 Totes $100.00 Manway Lids $50.00 Welding Table $100.00 Tractor Red $250.00 Blue Tractor $250.00 Dump Truck $5,000.00 2005 Ford Truck $500.00 2005 Ford E150 Van $500.00 $20,875.00 The Debtor seeks to sell the property to West Texas Office Equipment, 1403 N. Big Spring St., Midland, TX 79701 for approximately $20,875.00. The Debtor believes there are no liens attached to the lots. But in the event a lien is discovered, any and all liens attached to said property will be satisfied within 10 days of the sale and prior to any funds being released to the Debtor. The The Debt asserts that the sale is in the best interest of all creditors of the estate and should be approved. About Rykin Pump Company Rykin Pump Company Inc. specializes in service station equipment, maintenance, and testing. The Company is a distributor for some of the top names in the industry, including Wayne, Fill-Rite, and OPW. Rykin Pump Company Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No.: 24-70178) on November 25, 2024. In the petition filed by Amy Gayle Dennis, as president, the Debtor reports total assets of $32,905,273 and total liabilities of $8,148,987. Honorable Bankruptcy Judge Shad Robinson oversees the case. The Debtor is represented by Max R. Tarbox, Esq. at TARBOX LAW, P.C. SALEM POINTE: Plan Filing Deadline Extended to June 30 ------------------------------------------------------ Judge Suzanne H. Bauknight of the U.S. Bankruptcy Court for the District of Tennessee extended Salem Pointe Capital, LLC's exclusive period to file disclosure statement and plan to June 30, 2025. As shared by Troubled Company Reporter, on August 28, 2024 the Chancery Court of Monroe County entered a final judgment for Rarity Bay Partners against the DIP in the total amount of $3,766,090.00 in the lawsuit Rarity Bay Partners vs. Salem Pointe Capital, LLC, Chancery Court Docket Number 19,943. On December 11, 2024, the Court entered an Order modifying the Automatic Stay to allow the DIP and Rarity Bay Partners to both, by and through counsel, proceed with their rights to appeal of the judgments entered in the Chancery Court of Monroe County in the lawsuit Rarity Bay Partners vs. the Salem Pointe Capital, LLC, Chancery Court Docket Number 19,943. The Debtor explains that it filed for chapter 11 protection to stay further proceedings in Monroe Chancery Case No. 19943 in order to prosecute the appeal and to allow the Tennessee Court of Appeals to issue its decision. The appellate decision will dictate the terms of any Disclosure Statement and Plan of Reorganization. In the interim, treatment of the disputed claim of Rarity Bay Partners remains uncertain. Salem Pointe Capital, LLC is represented by: Brenda G. Brooks, Esq. James R. Moore, Esq. Moore & Brooks 6223 Highland Place Way, Ste. 102 Knoxville, TN 37919 Telephone: (865) 450-5455 Facsimile: (865) 622-8865 Email: bbrooks@moore-brooks.com About Salem Pointe Capital Salem Pointe Capital, LLC, is a financial services company that typically focuses on investment and capital management. Its operations include providing financing solutions, investment opportunities, and asset management to various sectors. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-31702) on Sept. 29, 2024, with $10 million to $50 million in both assets and liabilities. Judge Suzanne H. Bauknight oversees the case. The Debtor is represented by James R. Moore, Esq. at Moore & Brooks. SAVOR HOLDINGS: S&P Assigns 'B' ICR, Outlook Stable --------------------------------------------------- S&P Global Ratings assigned a 'B' issuer credit rating to U.S.-based Savor Holdings Inc. (d/b/a Sauer Brands). Concurrently, S&P assigned 'B' issue-level ratings to its proposed first-lien credit facilities. The recovery rating on these facilities is '3', reflecting its expectation for a meaningful recovery (50%-70%; rounded estimate: 60%) in the event of default. S&P said, "The stable outlook reflects our expectation that the company will continue to generate positive free operating cash flow (FOCF) and achieve moderate organic revenue and profit growth, resulting in S&P Global Ratings-adjusted leverage improving to the mid-5x area over the next year. "Our ratings are based on preliminary terms and they are subject to our review of final terms and documentation." Sauer Brands, a manufacturer and marketer of mayonnaise, salsa, spices, condiments, and seasonings, entered into a definitive agreement to be acquired by Advent International LP. S&P expects the transaction will close in the first quarter of 2025. S&P's 'B' rating on Sauer Brands reflects its relatively small scale, narrow product focus, regional concentration, and small portfolio of on-trend and fast-growing brands. The company specializes in a relatively small amount of product categories, which include mayonnaise, salsa, condiments, spices, and seasonings. Starting in 2021, Sauer Brands strategically sought to increase its branded offerings mix, acquiring Mateo's Gourmet Salsa, increasing brand investments, and expanding geographically beyond its traditional Southeast market, where it generates a large proportion of its sales and profits. Its branded business now contributes about 78% of its gross profits, while its private-label business contributes about 22%. The company participates in attractive product categories with favorable growth prospects against large international packaged foods companies, national competitors, and up and coming brands. The company's profits are concentrated in a few products--particularly its largest brand Duke's—which have modest market shares. Duke's, which represents more than half of the company's profitability, is the number four mayonnaise brand in the U.S. retail channel with less than 10% market share. Unilever's Hellmann's and Best Foods brands are the mayonnaise category leaders with a combined market share of about 33%, followed by Kraft's Miracle Whip with 12%, and Kraft's Mayo with 11%. Private-label penetration is relatively low at 10.6%, according to Euromonitor. This compares to about 20% for the overall U.S. packaged foods sector. Duke's has solid regional market positions in the Southeast and has been experiencing double-digit percent revenue growth as it gradually expanded into new territories. S&P said, "We believe growing into geographic white space is a key priority for management. Despite meaningful prices increases in recent years, Duke's has experienced low price elasticity. It differentiates from other brands with its taste profile, using high-quality ingredients, with no sugar added. At the same time, it is generally priced below its key competing products, so we believe its overall pricing power remains limited." The Mateo's Gourmet Salsa brand has about 3% market share, according to the company. It is the number five player in the branded category, behind larger players Frito Lay's Tostito's, The Campbell's Company's Pace, Herdez, and On The Border; it has similar market share compared with Chi-Chi's. Mateo's is marketed and priced as a premium, all-natural, better-for-you salsa made with fresh and high-quality ingredients. Under Sauer Brands ownership since 2021, Mateo's has grown in sales due to distribution wins. The company's other brands include Kernel Seasoning's, Sauer's, Spice Hunter, Gold Medal, and BAMA. The Kernel Seasoning's brand is the market leader in the small popcorn seasoning category. It is marketed as an all-natural ingredient with no MSG added product. Nonetheless, it has experienced increased competitive pressure and a moderate decline in sales in 2024. Sauer Brands has a meaningful private label business that helps the company enter blue chip relationships which can be extended to its branded products. The private-label business also provides diversification, which S&P believes could help sustain operating performance in periods of economic downturns, if consumers trade down from brands into private label. S&P said, "We expect Sauer Brands category trends to remain favorable, with growing popularity of natural and better-for-you foods, condiments, and seasonings. Nonetheless, Sauer Brands competes with much larger companies that can outspend it on marketing, distribution, R&D, and M&A. These larger players also have broader and deeper relationships with leading national retailers. "We believe the company's acquisition strategy and financial sponsor ownership may result in S&P Global Ratings-adjusted leverage of over 5x over the long term. We estimate Sauer Brands' pro forma S&P Global Ratings-adjusted leverage of about 6x for the 12 months ended Sept. 30, 2024. We expect the ongoing geographic expansion of its brands and supportive private-label category trends to support organic growth and facilitate deleveraging to about 5.5x in fiscal 2025. Nonetheless, we believe Sauer Brands and its financial sponsor may prioritize the use of excess cash flow and available debt capacity to support acquisitions for continued business expansion into adjacent categories or to build scale. Absent acquisitions, we believe the company could opportunistically fund shareholder distributions, which may prevent it from reducing and sustaining leverage below 5x." The company's profitability and cash flow generation have improved. Since 2023, Sauer Brands' profitability has improved due to higher branded volumes, price increases to offset rising input costs, moderating commodity volatility, and the company's strategic elimination of low profit products. The elimination of low profit products also reduced business complexity, helping to improve customer fill rates. The company's S&P Global Ratings-adjusted EBITDA doubled from 2021 to 2024. Its free operating cash flow (FOCF) increased to over $70 million in 2024, compared with about $12 million in 2021. While S&P expects higher interest expense from the higher debt burden to reduce FOCF, it forecasts the company will generate healthy levels of FOCF of over $30 million in fiscal 2025. S&P said, "We believe Sauer Brands' exposure to volatile commodity prices and input shortages are key credit risks. Commodities and packaging input costs account for a significant portion of Sauer Brands' cost structure. Soybean oil and (to a lesser extent) eggs comprise the majority of the company's raw material purchases. Both of these commodities have experienced high volatility in recent years. Soybean oil prices increased meaningfully in 2021-2022 and have since retreated closer to historical levels. The bird flu has recently resulted in rising egg prices. Sauer Brands mitigates its commodity risk exposure by locking in the cost of over half of its expected key inputs needs six to twelve months ahead. It also has a geographically diversified supplier base and seeks to pass on higher input costs to customers. We believe commodity price volatility or shortages could affect the company's profitability. The company could run into challenges fully mitigating commodity shortages or find it more difficult to pass through higher commodity costs if competition intensifies from its larger peers. Sauer Brands' private label condiments food service business has input cost pass-through contracts, which protects the profitability of that business." The company has manufacturing redundancies, which should provide operational resiliency. Sauer Brands has four manufacturing facilities across the U.S. It can produce most of its products from multiple production lines and more than one production facility. The company has excess capacity at each of its facilities and maintains about a month of finished product in stock. The company's manufacturing redundancies and safety stock helps ensure customer fulfillment should a disruption occur and helps support operational resiliency. S&P said, "The stable outlook reflects our expectation that the company will continue to generate positive FOCF and sustain S&P Global Ratings-adjusted leverage in the mid-5x area over the next 12 months supported by steady organic revenue and profit growth. While the company could pursue acquisitions, we expect it would sustain leverage well below 7x." S&P could lower its ratings on the company if it forecasts S&P Global Rating-adjusted leverage sustained above 7x. This could occur if Sauer Brands: -- Adopts more aggressive financial policies, including funding large, debt-financed acquisitions or dividends; -- Experiences volume declines due to input shortages, lower consumer demand, or the loss of key customers; or -- Suffers operating or acquisition integration issues or is unable to pass on higher commodity costs, which results in earnings and cash flow deterioration. While unlikely over the next 12-months, S&P could raise its ratings if it believes the company will sustain S&P Global Ratings-adjusted leveraged below 5x. This could occur if the company: -- Diversifies geographically and continues to generate organic revenue growth and EBITDA expansion; and -- Demonstrates a commitment to financial policies consistent with maintaining S&P Global Ratings-adjusted leverage below 5x. SEDONA VINEYARDS: Taps Russ Lyon Sotheby's International as Agent ----------------------------------------------------------------- Sedona Vineyards, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Russ Lyon Sotheby's International Realty as real estate agent. The Debtor needs an agent to list, market, and assist in selling its property located at 250 N. Montezuma Ave., Lake Montezuma, Arizona. The firm will receive a 5.5 percent commission, 3 percent payable to the seller's agents and 2.5 percent payable to the buyer's agent. Should the seller's agents represent both parties, the commission payable will be 4.5 percent. Brad Kimmelman and Breena McCabe, real estate agents at Russ Lyon Sotheby's International Realty, disclosed in court filings 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: Brad Kimmelman Breena McCabe Russ Lyon Sotheby's International Realty 6964 E. Stagecoach Pass Carefree, AZ 85377 About Sedona Vineyards Sedona Vineyards LLC owns and operates the Sedona Vineyards Resort, a planned 50 room luxury boutique hotel plus 57 wine villas in modern farmhouse style lining the vineyards and the lake, wine tasting room and general store. Sedona Vineyards LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-09126) on October 25, 2024. In the petition filed by Douglas Edgelaw, manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Judge Brenda Moody Whinery oversees the case. The Debtor tapped Ronald J. Ellett, Esq., at Ellett Law Offices, PC as counsel. SILAS ENTERPRISE: Seeks Chapter 11 Bankruptcy Protection -------------------------------------------------------- On January 27, 2025, Silas Enterprise Company filed Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Illinois. According to court filing, the Debtor reports $1,037,878 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Silas Enterprise Company Silas Enterprise Company is the fee simple owner of two properties described as 9927 S. Morgan St. and 8956 S. Union Ave. The Debtor also owns beneficial interests in two land trusts at 7011 S. Indiana Ave. and 7945 S. Dobson Ave. The total value of the properties is $954,000. Silas Enterprise Company sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No.: 25-01203) on January 27, 2025. In its petition, the Debtor reports total assets of $957,888 and total liabilities of $1,037,878. Honorable Bankruptcy Judge Deborah L. Thorne handles the case. The Debtor is represented by: David P. Lloyd, Esq. DAVID P. LLOYD, LTD. 615B S. LaGrange Rd. La Grange, IL 60525 Tel: 708-937-1264 Email: courtdocs@davidlloydlaw.com SINCLAIR TELEVISION: S&P Rates Sr. Secured First-Lien Notes 'B+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '1' recovery rating to Sinclair Inc.'s indirect subsidiary Sinclair Television Group Inc.'s (STG) new $1.43 billion senior secured first-out first-lien notes due 2033. The '1' recovery rating indicates its expectation for very high (90%-100%; rounded estimate: 95%) recovery for lenders in the event of a payment default. The company plans to use the proceeds from these notes to repay the $1,175 million balance outstanding on its senior secured term loan B-2 maturing in 2026, purchase notes held by certain parties to the transaction support agreement, and to pay related fees and expenses related to the transactions. S&P said, "We also assigned our 'B-' issue-level rating and '3' recovery rating to the company's proposed senior secured second-out first-lien term loan B-6 maturing in 2029, term loan B-7 maturing in 2030, and notes due 2032. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery for lenders in the event of a payment default. The company is offering to exchange its term loan B-3 ($714 million outstanding) maturing in 2028 for a new second-out first-lien term loan B-6 maturing in 2029; to exchange its term loan B-4 ($731 million outstanding) maturing in 2029 for a new second-out first-lien term loan B-7 maturing in 2030; and to exchange $246 million of its 4.125% secured notes due 2030 for new 4.375% second-out first-lien notes due 2032. "At the same time, we lowered our issue-level rating on the company's existing revolving credit facility, term loan B-3, term loan B-4, and senior secured notes due 2030 to 'CCC' from 'B' and removed the ratings from CreditWatch, where we placed them with negative implications on Jan. 15, 2025. The holders of the company's existing revolving credit facility and term loans that do not participate in the proposed exchanges will have their liens subordinated and become third-lien debtholders while the holders of the company's existing senior secured notes due 2030 that do not participate in the proposed exchange will have their liens released and become unsecured debtholders. We do not expect there to be any remaining value for the nonparticipating lenders in a hypothetical default scenario. Therefore, we revised our recovery rating on the company's existing senior secured debt to '6' from '2'. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a payment default. "Additionally, we assigned our 'CCC' issue-level rating and '6' recovery rating to the company's proposed $432 million 9.75% senior secured second-lien notes due 2030 (one debtholder is exchanging their senior secured notes due 2030 for this debt). "Our 'CCC' issue-level rating and '6' recovery rating on the company's existing 5.125% senior unsecured notes due 2027 and 5.5% senior unsecured notes due 2030 are unchanged." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors S&P bases its recovery analysis on STG as a stand-alone entity. STG has entered into a transaction support agreement with lenders representing about 80% of the principal amount outstanding of its senior secured term loans and about 75% of the principal amount outstanding of its senior secured notes due 2030. S&P said, "For the purposes of our recovery analysis, we assume 90% participation in the proposed debt exchanges. If lender participation is modestly higher or lower than our current expectation, we do not expect it would have any ratings impact." Simulated default assumptions -- S&P's simulated default scenario contemplates a default in 2027 due to advertising revenue declines due to economic weakness and increased competition from alternative media, declines in retransmission revenue from elevated subscriber declines and pressure from affiliated networks to remit a significant portion of its retransmission fees. -- Other default assumptions include an 85% draw on the revolving credit facility, the spread on the revolving credit facility increases to 5% as covenant amendments are obtained, and all debt includes six months of prepetition interest. -- S&P values STG on a going-concern basis using a 6x multiple of its projected emergence EBITDA, which is in line with that of other similarly sized local TV broadcasters S&P rates. Simplified waterfall -- EBITDA at emergence: $510 million -- EBITDA multiple: 6x -- Gross recovery value: $3.1 billion -- Net recovery value for waterfall after administrative expenses (5%): $2.9 billion -- Value available for senior secured first-out first-lien debt claims: $2.9 billion -- Estimated senior secured first-out first-lien debt claims: $2.1 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Value available for senior secured second-out first-lien debt claims: $855 million -- Estimated senior secured second-out first-lien debt claims: $1.5 billion --Recovery expectations: 50%-70% (rounded estimate: 55%) -- Value available for senior secured second-lien debt claims: $0 -- Estimated senior secured second-lien debt claims: $455 million --Recovery expectations: 0%-10% (rounded estimate: 0%) -- Value available for senior secured third-lien debt claims: $0 -- Estimated senior secured third-lien debt claims: $150 million --Recovery expectations: 0%-10% (rounded estimate: 0%) -- Value available for senior unsecured debt claims: $0 -- Estimated senior unsecured debt claims: $703 million* --Recovery expectations: 0%-10% (rounded estimate: 0%) *Includes the estimated stub amount of the senior secured notes due 2030 that will have their liens released. SKY DEVELOPMENT: Trustee Gets OK to Hire Nery Corp as Broker ------------------------------------------------------------ David B. Madoff, the SubChapter V trustee of Sky Development Ltd, received approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire The Nery Corporation d/b/a Coastal Commercial Real Estate as broker. The firm will market and sell the Debtor's properties located at 345 Front Street, Marion, MA and 33 County Road, Mattapoisett, MA. The broker will receive a 6 percent commission on each sale. Lori A. Nery, vice-president of Coastal Realty, assured the court that the firm does not hold or represent any interest adverse to the Debtor, according to court filings. The firm can be reached through: Lori A. Nery The Nery Corporation d/b/a Coastal Commercial Real Estate 700 Pleasant Street, Suite 330 New Bedford, MA 02740 Telephone: (508) 990-4280 Facsimile: (508) 736-2387 Email: lorinery@comcast.net About Sky Development Ltd Sky Development Ltd sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 24-10658) on April 9, 2025, listing up to $50,000 in both assets and liabilities. Judge Janet E Bostwick presides over the case. Logan A. Weinkauf, Esq. at Logan A. Weinkauf, P.C. represents the Debtor as counsel. SNS OG LLC: Seeks to Extend Plan Filing Deadline to March 20 ------------------------------------------------------------ SNS OG LLC asked the U.S. Bankruptcy Court for the Eastern District of North Carolina to extend its period to file its Disclosure Statement and Plan to March 20, 2025. The Debtor claims that the main crux of its case is rehabilitation of the Debtor's restaurant business. The Debtor is now in its slow period and the strength of its business in the Spring will be important to determine if it can build its way out of debt. The Debtor explains that before proceeding to tender a plan, the its principal will need to secure private financing and see how it fares through the Winter months. Therefore, the Debtor has not filed its Disclosure Statement and Plan and will need additional time before filing its Plan. SNS OG LLC is represented by: J.M. Cook. Esq. J.M. Cook, P.A. 5886 Faringdon Place Suite 100 Raleigh, NC 27609 Tel: (919) 675-2411 Fax: (919) 882-1719 Email: J.M.Cook@jmcookesq.com About SNS OG SNS OG, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03685) on October 22, 2024, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Pamela W Mcafee presides over the case. J.M. Cook, Esq. at J.M. Cook, P.A. represents the Debtor as counsel. SOUTHERN AUTO PARTS: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Southern Auto Parts, Inc. f/k/a Trenton Auto Parts, Inc. d/b/a Southern Auto Parts 354 West Jones Street Trenton, NC 28585 Business Description: The Debtor owns and operates an auto parts store in Trenton, North Carolina. Chapter 11 Petition Date: January 27, 2025 Court: United States Bankruptcy Court Eastern District of North Carolina Case No.: 25-00294 Judge: Hon. David M. Warren Debtor's Counsel: Joseph Z. Frost, Esq. BUCKMILLER & FROST, PLLC 4700 Six Forks Road, Suite 150 Raleigh, NC 27609 Tel: 919-296-5040 Fax: 919-890-0356 E-mail: jfrost@bbflawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jared L. Beverage as president. A full-text copy of the petition, which includes a list of the Debtor's 20 largest unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/FOWUFII/Southern_Auto_Parts_Inc__ncebke-25-00294__0001.0.pdf?mcid=tGE4TAMA SOUTHERN POINT: Seeks to Hire Craig M. Geno as Bankruptcy Counsel ----------------------------------------------------------------- Southern Point Planting Company, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ the Law Offices of Craig M. Geno, PLLC as counsel. The firm will provide these services: (a) advise and consult with the Debtor regarding questions arising from certain contract negotiations which will occur during the operation of business; (b) evaluate and attack claims of various creditors who may assert security interests in the assets and who may seek to disturb the continued operation of the business; (c) appear in, prosecute, or defend suits and proceedings, and take all necessary and proper steps and other matters and things involved in or connected with the affairs of the estate of the Debtor; (d) represent the Debtor in court hearings and assist in the preparation of legal papers and documents as may be necessary in this proceeding; (e) advise and consult with the Debtor in connection with any reorganization plan which may be proposed in this proceeding and any matters concerning it which arise out of or follow the acceptance or consummation of such reorganization or its rejection; and (f) perform such other legal services on behalf of the Debtor as they become necessary in this proceeding. The hourly rates of the firm's counsel and staff are as follows: Craig Geno, Attorney $450 Associates $275 Paralegal $250 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $10,000, which includes $1,738 filing fee. Mr. Geno 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: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 601 Renaissance Way, Suite A Ridgeland, MS 39157 Telephone: (601) 27-0048 Facsimile: (601) 427-0050 Email: cmgenocmgenolaw.com About Southern Point Planting Company Southern Point Planting Company LLC is a limited liability company based in Holly Bluff, Miss. Southern Point Planting Company sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 25-00090) on January 11, 2025. In its petition, the Debtor reported estimated assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. Judge Jamie A. Wilson handles the case. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC represents the Debtor as bankruptcy counsel. SOUTHERN WAY: Seeks 45-Day Extension of Plan Filing Deadline ------------------------------------------------------------ Southern Way Trucking Company, LLC, asked the U.S. Bankruptcy Court for the Northern District of Mississippi to extend its exclusivity period to file a plan for additional forty-five days. The Debtor claims that it is required to file its plan of reorganization on or before January 21, 2025. The Debtor and its counsel have diligently attempted to gather the information necessary to complete this document and file it in a timely manner. However, because of the extent of the information involved, and the intervening holidays, they have not been able to do so. In addition, the Debtor has incurred significant issues regarding insurance and ability to obtain fuel that were not anticipated and due to no fault of its own. Those issues make the filing of a plan too speculative to submit. Dismissal may be a better exit. Southern Way Trucking Company, LLC is represented by: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: 601-427-0048 Email: cmgeno@cmgenolaw.com About Southern Way Trucking Company Southern Way Trucking Company, LLC operates in the general freight trucking industry. The company is based in Armory, Miss. Southern Way Trucking Company sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Miss. Case No. 24-13299) on October 21, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Phillip Lockhart, managing member, signed the petition. The Debtor is represented by Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC. STEWARD HEALTH: Seeks to Extend Plan Exclusivity to April 7 ----------------------------------------------------------- Steward Health Care System LLC and its debtor affiliates asked the U.S. Bankruptcy Court for the Southern District of Texas to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to April 7 and June 9, 2025, respectively. The Debtors explain that a further extension of the Exclusive Periods by 75 days is necessary and appropriate, in the best interest of the Debtors' stakeholders, and consistent with the intent and purpose of chapter 11 of the Bankruptcy Code. The requested extension will enable the Debtors to secure consensus for, file, and solicit their Plan, which will maximize the value of the Debtors' estates for the benefit of all stakeholders, without the risk of competing plans and the attendant disruption, expense, and delay. The Debtors claim that they have made significant progress reconciling administrative expense claims asserted against the Debtors. As detailed in the Debtors' motion to establish an administrative expense claims bar date, the number of sales transactions to a variety of buyers on differing timelines and terms, in addition to several other factors, has introduced significant complexity to the Debtors' ability to reconcile postpetition claims asserted against the Debtors. The Debtors assert that their discussions with the FILO Secured Parties and the Creditors' Committee regarding the terms of the Plan, while simultaneously engaging in efforts to clear a path for the filing and confirmation of such Plan, demonstrates that cause exists to extend the Exclusive Periods. Accordingly, an extension of the Exclusive Periods is warranted. The Debtors further assert that as in other large and complex chapter 11 cases, the existing Exclusive Periods do not provide sufficient time to pursue the objectives of chapter 11. The instant chapter 11 cases are indisputably of the size and complexity that Congress and courts have recognized warrant extensions of the Exclusive Periods as requested. The modest time that has elapsed during these cases, and the progress the Debtors have made to date, support the relief requested in this Motion. Moreover, an extension of the Exclusive Periods will not prejudice any of the Debtors' stakeholders. On the contrary, an extension of the Exclusive Periods will enable the Debtors to continue to have constructive negotiations with stakeholders to facilitate as much consensus as possible, including with respect to resolving open issues, and to continue to provide transition services to buyers so that there are no disruptions to patient care, while also finalizing the Debtors' asset monetization process. The Debtors' Counsel: Clifford W. Carlson, Esq. Gabriel A. Morgan, Esq. Stephanie N. Morrison, Esq. WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 3700 Houston, Texas 77002 Tel: (713) 546-5000 Fax: (713) 224-9511 Email: Gabriel.Morgan@weil.com Clifford.Carlson@weil.com Stephanie.Morrison@weil.com - and - Ray C. Schrock, Esq. Candace M. Arthur, Esq. David J. Cohen, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: Ray.Schrock@weil.com Candace.Arthur@weil.com DavidJ.Cohen@weil.com About Steward Health Care Steward Health Care System, LLC owns and operates the largest private physician-owned for-profit healthcare network in the U.S. Headquartered in Dallas, Texas, Steward's operations include 31 hospitals in eight states, approximately 400 facility locations, 4,500 primary and specialty care physicians, 3,600 staffed beds, and nearly 30,000 employees. Steward Health Care provides care to more than two million patients annually. Steward and 166 affiliated debtors filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge Christopher M. Lopez oversees the proceeding. The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel; McDermott Will & Emery as special corporate and regulatory counsel; AlixPartners, LLP as financial advisor and John Castellano of AlixPartners as chief restructuring officer. Lazard Freres & Co. LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc Capital Markets Inc., provide investment banking services to the Debtors. Kroll is the claims agent. Susan N. Goodman has been appointed as patient care ombudsman in the Debtors' Chapter 11 cases. STOLI GROUP: Gets Final OK to Use Cash Collateral ------------------------------------------------- Stoli Group (USA), LLC and Kentucky Owl, LLC received final approval from the U.S. Bankruptcy Court for the Northern District of Texas to use the cash collateral of Fifth Third Bank, National Association until March 31. The final order authorized the companies to use cash collateral to pay the amounts approved by the court, including U.S. Trustee quarterly fees, and the expenses set forth in their budget. Fifth Third Bank will be provided with adequate protection in the form of replacement liens on all of the companies' assets, including accounts and inventory acquired after the petition date; and superpriority administrative expense claims, with priority over other administrative claims. Fifth Third Bank can be reached through its counsel: Brent McIlwain, Esq. Christopher A. Bailey, Esq. Holland & Knight, LLP 1722 Routh Street, Suite 1500 Dallas, TX 75201 Telephone: 214.969.1700 Email: brent.mcilwain@hklaw.com chris.bailey@hklaw.com -- and -- Jeremy M. Downs, Esq. Steven J. Wickman, Esq. Goldberg Kohn, Ltd. 55 East Monroe Street, Suite 3300 Chicago, IL 60603 Telephone: 312.201.4000 Email: jeremy.downs@goldbergkohn.com steven.wickman@goldbergkohn.com About Stoli Group (USA) LLC Stoli Group (USA), LLC is a producer, manager, and distributor of a global portfolio of spirits and wines. Stoli Group (USA) and Kentucky Owl, LLC filed Chapter 11 petitions (Bankr. N.D. Texas Lead Case No. 24-80146) on November 27, 2024. At the time of the filing, Stoli Group (USA) reported $100 million to $500 million in assets and $10 million to $50 million in liabilities while Kentucky Owl reported $50 million to $100 million in assets and $50,000,001 to $100 million in liabilities. Judge Scott W. Everett handles the cases. The Debtors are represented by: Holland N. O'Neil Foley & Lardner LLP Tel: 214-999-4961 Email: honeil@foley.com STONEPEAK NILE: S&P Assigns 'BB' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings assigned its 'BB' issuer credit rating to Stonepeak Nile Parent LLC, one notch lower than Air Transport Services Group's (ATSG) prior issuer credit rating and assigned a 'BB' issue rating to its proposed $1.4 billion term loan. Additionally, S&P lowered ATSG's issuer credit rating to 'BB' from 'BB+' and the issue rating on its existing unsecured notes to 'BB-' from 'BB'. It also expects to withdraw its ratings on ATSG once the acquisition closes. The stable outlook reflects S&P's view that despite the higher debt servicing costs under the new capital structure, Stonepeak Nile Parent LLC's credit metrics will likely improve in 2025, primarily due to the favorable impact of contract repricing, block hour growth, and higher aircraft deployment. On Jan. 24, 2025, Stonepeak announced it will finance its $3.1 billion acquisition of Air Transport Services Group (ATSG) through committed equity financing from funds affiliated to Stonepeak, $1.4 billion first-lien term loan, and $500 million other secured debt. The downgrade (relative to ATSG's prior rating) reflects financial sponsor ownership after the close of the transaction. In November 2024, ATSG announced that it entered into an agreement that Stonepeak would acquire the company. Stonepeak intends to finance the acquisition using committed equity financing from funds affiliated with Stonepeak, $1.4 billion first-lien term loan, and $500 million other secured debt. The proposed first-lien debt agreement also includes a $400 million undrawn revolving credit facility due 2030, which S&P expects will rank pari passu with the proposed term loan and other secured debt. Upon closing, ATSG's existing debt will be retired. S&P said, "We view Stonepeak as a financial sponsor and anticipate the acquisition will result in a more aggressive financial policy. Financial sponsors typically have short- to intermediate-term holding periods and could use debt or debt-like instruments to extract cash and maximize shareholder returns. That said, in our base case forecast we don't expect the company's leverage to rise significantly in the short term. As a result, our 'FS-4' financial policy assessment reflects the company's lower leverage among financial sponsor-owned companies. "While ATSG's credit metrics deteriorated in 2024 due to weaker operating performance, we expect some improvement in 2025 owing to favorable contract repricing and higher block hours in its the aircraft, crew, maintenance, and insurance (ACMI) segment, coupled with higher aircraft deployment in the Cargo Aircraft Management Inc. (CAM) segment. ATSG's operating performance in 2024 was challenged by lower block hours on its passenger operations for the U.S. Department of Defense (DoD), and the scheduled return of 10 Boeing 767-200 aircraft that were previously on lease. Additionally, higher interest expense and depreciation weighed on the company's profitability. As a result, the company's EBIT interest coverage declined to 1.2x for the trailing 12 months ended Sept. 30, 2024, from 2.4x during full-year 2023. "However, we expect the company to benefit from the repricing of DoD contracts and higher block hours with Amazon (ABX flying 10 more customer-provided 767-300s) in the ACMI segment. Additionally, we expect the CAM segment to have stronger earnings from higher on-lease aircraft. While the company will likely have higher debt and interest expense burden under the new capital structure, we expect its EBIT interest coverage to improve modestly to 1.3x-1.5x in 2025, and 1.4x-1.6x in 2026, owing to stronger revenue and expanded margins. We also expect the company's debt to capital ratio to remain 55%-65%, and funds from operations (FFO) to debt of 18%-23% through 2027, which we view as a strength for the rating. "We expect the company to have lower capital expenditures compared with historical levels. After reaching its peak capital expenditure of about $793 million in 2023, the company scaled back its capex growth in 2024 amid weaker industry demand. We expect the company's capex to remain lower through 2027, given decreased maintenance needs on its smaller Boeing 767-200 fleet, and normalized investments for fleet growth. Our base case forecast expects the company to generate higher free cash flow and potentially lower its leverage through de-levering prepayments. However, we note downside risks to our leverage outlook include higher capex (if the demand environment meaningfully improves), cash deployment for potential acquisitions, and dividend distribution to the financial sponsor." ATSG's high revenue concentration continues to weigh on the ratings, which is partially offset by the long contract duration and critical nature of its services to the clients. The company's top three customers--Amazon, DHL, and the DoD--accounted for about 76% of its revenue for the nine months ended Sept. 30, 2024, representing high risk to its operating performance if any of these contracts are terminated. However, these are long-term contracts with staggered expiration dates, which reflects ATSG's deep partnership with these blue-chip customers and provides high revenue visibility. Additionally, S&P views the services ATSG provides to these clients as essential to their daily operations so the costs to switch are relatively high. S&P said, "We expect ATSG to maintain adequate liquidity. Our assessment of the company's liquidity reflects its strong cash generation, relatively low maintenance capex needs, and access to the proposed $400 million revolving credit facility. Pro-forma for the transaction, we expect ATSG's sources of liquidity to be more than 1.2x of uses of liquidity, and that even if EBITDA were to decline by 15%, sources of cash would exceed uses of cash over the next 12 months. "The stable outlook reflects our view that despite the higher debt servicing costs under the new capital structure, Stonepeak Nile Parent LLC's credit metrics will likely improve in 2025, primarily from the favorable impact of contract repricing, block hour growth, and higher aircraft deployment. We forecast EBIT interest coverage to remain 1.3x-1.5x in 2025, and 1.4x-1.6x in 2026. We forecast FFO to debt to remain 18%-23%, and debt to capital to remain 55%-65% through 2027. "We could lower our rating on the company over the next year if the operating performance weakens or the company has difficulty retaining or expanding its business with larger customers, causing EBIT interest coverage to remain below 1.3x or debt to capital approaches 75%. This could also occur if the company's financial policy becomes more aggressive. "An upgrade is unlikely in the next 12 months. Over time, we could consider an upgrade if the company meaningfully grows its fleet and diversifies its customer base while operating with EBIT interest coverage above 1.7x, debt to capital below 60%, and FFO to debt over 23% on a sustained basis." SURGERY CENTER: Hires Stiberman Law PA as Bankruptcy Counsel ------------------------------------------------------------ Surgery Center of Mount Dora, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Stiberman Law, PA as bankruptcy counsel. The firm's services include: (a) advise the Debtor with respect to its responsibilities in complying with the United States Trustee's Guidelines and Reporting Requirements and with the rules of the court; (b) prepare all legal documents necessary in the administration of this case; (c) protect the interests of the Debtor in all matters pending before the court; and (d) represent the Debtor in negotiations with its creditors and in the preparation and confirmation of a plan. The firm will be paid at these hourly rates: Robert A. Stiberman, Attorney $440 Paralegals $185 In addition, the firm will seek reimbursement for expenses incurred. Pre-petition, the firm received a retainer totaling $44,000, for the purposes of investigating the Debtor's affairs, evaluating a potential bankruptcy, and then preparing and handling a bankruptcy filing. SL applied $7,500 in fees and expenses of the retainer for services rendered and expenses incurred through the Petition Date, leaving a remaining retainer balance of $34,500 as of the Petition Date. Mr. Stiberman 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: Robert A. Stiberman, Esq. Stiberman Law, P.A. 2601 Hollywood Blvd. Hollywood, FL 33020 Telephone: (954) 922-2283 Facsimile: (954) 302-8707 Email: ras@stibermanlaw.com About Surgery Center of Mount Dora Surgery Center of Mount Dora, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-00067) on January 7, 2025, with up to $50,000 in assets and up to $1 million in liabilities. Judge Lori V. Vaughan presides over the case. Robert A. Stiberman, Esq., at Stiberman Law, PA represents the Debtor as bankruptcy counsel. SYNDIGO LLC: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed all ratings including its 'B-' issuer credit rating on U.S.-based provider of data management and content creation solutions Syndigo LLC. S&P said, "The stable outlook reflects our expectation for the company to address its upcoming revolver maturity through an amend and extend transaction in the coming months given our belief that it can generate sustained positive free operating cash flow (FOCF) which should enable access to capital markets." Syndigo LLC's $50 million revolving credit facility ($20 million outstanding as of Sept. 30, 2024) matures in December 2025. S&P said, "We believe the company will generate positive cash flow and will address its near-term debt maturities through a revolver extension. As of Sept 30, 2024. Syndigo had $20 million outstanding on its $50 million revolving credit facility, which is set to mature December 2025. We believe the company's stable cash flow generation, low capital spending requirements, and improving leverage profile increases the likelihood that the company will be able to extend the maturity on its revolving credit facility ahead of the December 2025 maturity date. "However, if the company does not extend its upcoming revolver maturity in the coming months, we could place the ratings on CreditWatch with negative implications. We project that if the company were to use its cash on the balance sheet plus its internally generated cash flow over the next 12 months its liquidity position would be tight. It would have minimal cushion to absorb potential variability in future operating results and cash flows. We could then view the capital structure as unsustainable if we concluded that a distressed restructuring was more likely than not. "We expect Syndigo's S&P Global Ratings-adjusted leverage and FOCF to debt to improve in 2025. Syndigo's S&P Global Ratings-adjusted debt to EBITDA increased to 9.3x for the trailing-12-months ended Sept 30, 2024, from 8.5x in the prior-year period. The increase in leverage was largely due to increased operating expenses which contributed to weaker adjusted EBITDA of $57.5 million (28.1% margin), down from $64.1 million (31% margin) in the prior-year period, as revenue was down slightly. We expect leverage to improve to the low-8x area over the next 12 months, benefitting from improving EBITDA margins due to increased cost savings (outpacing restructuring and nonrecurring costs), a recovery in revenue growth (up 1%-2% in 2025), and lower debt (reflecting the upcoming revolver maturity and annual term loan amortization). We also forecast S&P Global Ratings-adjusted FOCF to debt to increase to 2%-2.5% in 2025 from 1.7% in 2024. This projection reflects a lower cash interest of $50 million in 2025 compared with $58 million in 2024 and $47 million in 2026 (due to lower projected SOFR rates). "Given Syndigo's financial sponsor ownership, we believe it could continue to pursue an aggressive financial policy, including debt-financed acquisitions. Although our base-case forecast does not include acquisition spending, we would expect the company to fund future acquisitions with a combination of balance sheet cash and incremental debt that could result in a significant increase in its adjusted leverage. "We believe Syndigo performs a critical function in commerce that creates a defensible market position with good revenue visibility and stability. The company's suite of products, including its software-as-a-service (SaaS) platform, fulfils a critical function in commerce ecosystem by allowing manufacturers and retailers to communicate key product information such as nutrition data and ingredients. Retailers value speed and reliability of data to ensure customers have information needed to make an informed purchasing decision or meet regulatory labeling requirements that may vary between U.S. states and countries. Manufacturers need to communicate data quickly to remain compliant with regulatory and retailer requirements. The highly fragmented nature of the industry means manufacturers and retailers have relationships with multiple vendors depending on region, data points, and other factors. Syndigo's SaaS platform simplifies this process by allowing both sides of the ecosystem to access its platform so that the data exchange can happen faster and with significantly fewer contacts with customers." Furthermore, given Syndigo's platform-based model, the company benefits from high operating leverage that increases EBITDA margins and cash flows with incremental new client wins and revenue growth. Its subscription-based revenue makes up about 90% of total revenues as of Sept. 30, 2024. Syndigo's professional services and ancillary business revenue make up the remaining 10% of total revenue and are more exposed to market volatility and changes in demand. The stable outlook reflects S&P's expectation for the company to generate positive FOCF and address its upcoming revolver maturity through an amend and extend transaction. The company repaid an additional $5 million on its revolver in January 2025, bringing the outstanding amount down to $15 million. S&P could lower its rating on Syndigo over the next 12 months if its liquidity position comes under more pressure or S&P views its capital structure as unsustainable. This could occur if: -- The company is unable to extend its revolver maturity and it does not receive additional capital. -- FOCF generation weakens such that it is not able to cover cash needs over the next 12 months, causing its liquidity to deteriorate; or -- S&P expects the company would face challenges with refinancing its term loan (due December 2027), causing it to view the capital structure as unsustainable in the long term. S&P could raise its rating on Syndigo if the company's credit metrics improve, supported by FOCF to debt above 5% and leverage below 6.5x on a sustained basis. An upgrade would also be contingent on the company extending its upcoming revolver maturity and strengthening its liquidity position. TACONY ACADEMY: S&P Lowers 2023 School Revenue Bond Rating to 'BB' ------------------------------------------------------------------ S&P Global Ratings lowered its long-term rating on the Philadelphia Authority for Industrial Development, Pa.'s series 2023 charter school revenue bonds, issued for Tacony Academy Charter School on behalf of Frankford Valley Foundation for Literacy II, to 'BB' from 'BB+'. The outlook is stable. "The downgrade reflects Tacony Academy's recent operating deficits and material deterioration in liquidity, as measured by days' cash on hand, which fell to approximately 33 days in fiscal 2023 and 51 days in fiscal 2024, compared with prior years when it was consistently above 100 days," said S&P Global Ratings credit analyst Kimberly Barrett. In addition, the school continues to operate under an unexecuted charter agreement which according to management, will likely remain un-resolved until at least the next charter renewal in 2027. S&P believes this exposes the school to greater charter renewal risk and it continues to monitor the situation for signs of progress toward a resolution. S&P said, "The stable outlook reflects our view that Tacony will maintain healthy enrollment and demand, sufficient MADS coverage, and steady liquidity commensurate with the rating level. In addition, we expect Tacony to make progress towards resolving its unexecuted charter with its authorizer, the SDP." TOWNSQUARE MEDIA: Moody's Rates New Secured First Lien Loans 'B2' ----------------------------------------------------------------- Moody's Ratings assigned B2 ratings to Townsquare Media, Inc.'s proposed senior secured first lien bank credit facilities consisting of a 5-year $20 million senior secured first lien revolving credit facility due 2030 and a 5-year $460 million senior secured first lien term loan due 2030. The company's existing ratings including the B2 Corporate Family Rating, B2-PD Probability of Default Rating and stable outlook are not affected. The Speculative Grade Liquidity Rating (SGL) remains unchanged at SGL-2. Proceeds from the $460 million senior secured term loan and $12 million of cash on the balance sheet will be used to repay all of the existing senior secured notes due 2026 ($467 million outstanding) and pay related transaction fees. The proposed term loan is expected to have the same collateral and priority of claim as the existing senior secured notes. The transaction is leverage neutral but Moody's view the transaction as credit positive as it extends the maturity profile and provides external liquidity through a new revolver. Moody's expect to withdraw the B2 rating on the existing senior secured notes at closing of the new senior secured term loan and repayment of the notes. All ratings are subject to the execution of the transaction as currently proposed and Moody's review of final documentation. RATINGS RATIONALE Townsquare Media, Inc.'s (Townsquare) B2 CFR reflects the company's modest scale, moderate financial leverage, operations in a cyclical industry with negative secular pressures and intense competition in the digital space. This is counterbalanced by Townsquare's leading positions in its markets, growing digital presence and good free cash flow generation. Like other radio companies, the company has been adversely impacted by the weakened radio broadcast advertising market, heightened competition for listeners from various digital music providers and the shift of advertising dollars to digital and social media. Nevertheless, Townsquare was able to mitigate the secular pressures through its expanding digital revenue which accounts for 51% of revenue as of LTM Q3 2024. The company has been focused on growing local advertising revenue in small to mid-sized markets, which face less competition from traditional media outlets, and continuing to diversify its revenue stream with digital product offerings. Moody's project flat revenue in 2025 and a modest decline in EBITDA margin to the 19% range. Strong growth from Townsquare Ignite (Ignite), its digital advertising segment, and a recovery in Townsquare Interactive (Interactive), its digital market solutions segment, are expected to offset the decline in political ad dollars in a non-presidential election year. Ignite's top line is expected to grow in the low teens percentage, driven by its strategic focus on digital programmatic advertising in markets outside the top 50. This targeted approach partially mitigates competitive pressures and enhances market penetration. Furthermore, the introduction of white-labeling programmatic ad solutions for third parties will provide an additional growth catalyst within the segment. Interactive faced significant subscriber losses since 2023 driven by internal customer service turnover and the closure of small and medium-sized businesses (SMBs). Moody's expect the digital marketing solutions to normalize and return to growth in 2025. Moody's adjusted debt to EBITDA (excluding Moody's standard lease adjustments) is expected to reach 5.1x in 2025, similar to 5.2x in 2024. There is potential for financial leverage to decline further due to voluntary debt repayment utilizing free cash flow. Moody's expect the company will outperform the overall industry going forward due to the strong digital segments and small market focus. The SGL-2 rating reflects Moody's expectation that Townsquare will maintain good liquidity over the next 12-18 months supported by a pro forma closing cash balance of $21 million, annual free cash flow after dividend payout of $35-$45 million, and access to an undrawn $20 million revolving credit facility expiring in 2030. Although the proposed revolver is small in size compared to its interest expense, it provides the company with financial flexibility during economic uncertainties. Moody's do not expect Townsquare to draw on the revolver over the next 12-18 months given its cash flow generation. The company's cash needs consist of approximately $16-$17 million of CAPEX, working capital use, interest expense of approximately $30-$40 million, 1% amortization of $4.6 million per annum and annual dividends of about $14-$15 million. Based on the company's history of directing excess free cash flow to debt repurchases, Moody's expect Townsquare to continue to demonstrate its commitment to reducing leverage. Approximately $26 million was utilized for debt paydown in 2023, with an additional $36 million allocated in 2024. Although Moody's expect excess free cash flow will be used for debt repayment, additional acquisitions or equity buybacks are also possible. The company recently approved a 3-year share repurchase program of $50 million in December 2024. The B2 ratings on the proposed senior secured bank credit facilities reflect the probability of default of the company, as reflected in the B2-PD probability of default rating and an average expected family recovery rate of 50% at default given an all-bank debt structure with no financial covenants under the term loan. The revolver has a springing minimum net first lien leverage covenant when 30% of the revolver is drawn. The covenant is set at 5.50x net first lien leverage with no step-downs. The proposed bank credit facilities are guaranteed by all existing and future direct and domestic subsidiaries and secured on a first lien basis by substantially all assets. Marketing terms for the new credit facilities (final terms may differ materially) include the following: Incremental pari passu debt capacity up to the greater of $75 million and 75% of consolidated EBITDA, plus unlimited amounts subject to 4.00x First Lien Net Leverage Ratio. There is an inside maturity sublimit up to the greater of $50 million and 50% of consolidated EBITDA. The credit agreement is expected to include "J. Crew", "Chewy" and "Serta" protections. The stable outlook reflects Moody's expectation for continued digital revenue growth, partially offset by more challenging conditions in traditional radio advertising due to secular pressures. Leverage is projected to remain in the low-5x over the next 12 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Townsquare demonstrates organic revenue growth and expanding EBITDA margins leading to Moody's adjusted financial leverage sustained below 4x and FCF to debt ratio of over 10%. In addition, Moody's would need confidence that the financial policies will be consistent with a higher rating level. The ratings could be downgraded if Townsquare's financial leverage is sustained above 6x, FCF to debt ratio is below 5% or liquidity deteriorates resulting from underperformance, audience and advertising revenue migration to competing media platforms, or economic weakness. Founded in 2010, Townsquare Media, Inc. represents an acquisition roll up of small to medium-sized market stations. The company owns and operates 349 radio stations with corresponding websites and applications in 74 small to mid-sized markets. The company generates revenue through performance of digital marketing solutions, placement of internet-based advertising campaigns, broadcast of commercials on owned and operated radio stations, and the operation of live events. Digital services which include Townsquare Interactive and Townsquare Ignite represent over 50% of total revenue. Townsquare is a publicly traded company listed on the New York Stock Exchange (TSQ). Net revenue for the last twelve months ending September 2024 was $448 million. The principal methodology used in these ratings was Media published in June 2021. TRINSEO PLC: Moody's Appends 'LD' Designation to 'Caa2-PD' PDR -------------------------------------------------------------- Moody's Ratings has appended a limited default (/LD) designation to Trinseo PLC's (Trinseo) probability of default rating, revising it to Caa2-PD/LD from Caa2-PD. There is no change to the company's Caa2 Corporate Family Rating or the ratings on its debt instruments. The SGL-3 Speculative Grade Liquidity Rating (SGL) remains unchanged. The rating outlook is stable. The /LD designation appended to the PDR will be removed in three business days. On January 17th, 2025, Trinseo completed the redemption of its 2025 notes through the issuance of an incremental $115 million 2028 Refinance Term Loans, as well as the exchange of $446.5 million 2029 Senior Notes for 379.5 million 2029 Second Lien Senior Secured Notes. Moody's consider such transactions as distressed exchange upon close due to the company's stressed credit metrics, designation of certain assets as collateral for the issuance of additional term loan to refinance its 2025 notes, and the discount exchange offer on its 2029 unsecured notes. Please refer to Moody's rating action on Dec 13th, 2024. Trinseo PLC is one of the world's largest producer of styrene butadiene ("SB") latex, polystyrene, PMMA and other engineered polymer blends. Trinseo typically has revenues of $4-6 billion depending on petrochemical feedstock prices. As of the end of 2023, the company had 34 manufacturing plants and one recycling facility at 30 sites across 14 countries, and approximately 3,100 employees. TRINSEO PLC: S&P Raises ICR to 'CCC+' on Distressed Exchange ------------------------------------------------------------ S&P Global Ratings raised the issuer credit rating on Trinseo PLC to 'CCC+' from 'SD' (selected default). All issue-level and recovery ratings on the company's existing debt are unchanged. The outlook is negative. The negative outlook reflects the challenging macroeconomic environment affecting the company's key end markets and S&P's expectation that credit metrics will remain pressured over the next 12 months. Trinseo's year-over-year EBITDA and credit metrics show modest improvement, and year-to-date performance continues to progress from troughs in 2023. The engineered materials segment is expected to continue benefiting from healthier margins due to favorable methyl methacrylates supply dynamics and moderating European input costs. The company reported a 36% increase in compounds for consumer electronics applications, indicating strong demand and new business wins. Additionally, it announced restructuring initiatives to increase long-term growth and reduce costs, anticipating $25 million in savings in 2025 and $30 million by the end of 2026. With the refinancing, Trinseo extended its debt maturities to 2028 and improved its liquidity position with a covenant-friendly, super-priority $300 million revolving credit facility. However, the transaction also increased Trinseo's interest burden, which puts additional pressure on free cash flow deficits. Even with these improvements, S&P Global Ratings expects leverage to remain 9x-11x over the next year. S&P anticipates demand to remain constrained early in 2025 across several end markets, contributing to weak credit metrics. S&P said, "We anticipate persisting demand weakness and macroeconomic uncertainty to continue to pressure margins and credit metrics. We expect sales volumes and demand for most of Trinseo's business segments to remain weak in the beginning of 2025. We believe demand weakness in building, construction, and consumer durables will affect sales and margins despite restructuring benefits. However, with interest rates gradually easing, we expect an uptick in building and construction demand, at least in the second half. We still anticipate the sale of the American Styrenics joint venture in the first half. We expect Trinseo to use proceeds to pay down debt, which we believe would improve credit metrics including leverage. "Our assessment of Trinseo's business risk profile as weak reflects its exposure to volatile raw material costs and cyclical key end markets. It also has modest geographic concentration, with 53% of net sales in Europe in 2023. Trinseo has favorable market shares in key niches and technological advantages. We also expect the company will continue to benefit from high operating rates. However, most of Trinseo's operations still depend on volatile raw materials such as ammonia and methane, which can cause steep declines in earnings, as in the second half of 2022 and 2023. "The negative outlook on Trinseo reflects our expectation that credit metrics will remain elevated over the next 12 months. Our base case also assumes the company retains its styrenics business, at least for the near term. We forecast S&P Global Ratings-adjusted debt to EBITDA of about 9x-11x and funds from operations (FFO) to debt of about 1%-4% over the next 12 months." S&P could downgrade Trinseo within the next 12 months if: -- The company engages in a restructuring transaction or pursues an exchange that we consider distressed; -- Liquidity weakens such that Trinseo's sources to uses falls below 1.2x or we believe it will be difficult to continue servicing its debt; or -- Against S&P's expectations, the company undertakes large debt-funded growth projects, acquisitions, or shareholder rewards that could stretch credit measures beyond what it views appropriate for the rating. S&P could consider revising the outlook to stable within the next 12 months if: -- The company improves operating results and performance such that it expands EBITDA margins to the low-double-digit percent area, supported by favorable conditions in the styrene market; and -- Debt to EBITDA falls below 8x on a sustained basis, and S&P believes its financial policies support maintaining these credit metrics. TSB VENTURES: Seeks to Tap Sternberg Naccari & White as Counsel --------------------------------------------------------------- TSB Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to employ Sternberg, Naccari & White, LLC as counsel. The firm will provide legal advice with respect to the Debtor's powers and duties and to perform all necessary legal services. Ryan Richmond, Esq., the primary attorney in this representation, will be paid at his hourly rate of $400. In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer in the amount of $51,738 from the Debtor. Mr. Richmond 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: Ryan J. Richmond, Esq. Sternberg, Naccari & White, LLC 450 Laurel Street, Suite 1450 Baton Rouge, LA 70801 Telephone: (225) 412-3667 Facsimile: (225) 286-3046 Email: ryan@snw.law About TSB Ventures LLC TSB Ventures LLC operates as a securities and commodity contracts intermediation firm headquartered in Baton Rouge, Louisiana. TSB Ventures LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 25-10117) on January 20, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Meredith S. Grabill handles the case. Ryan J. Richmond, Esq., at Sternberg, Naccari & White, LLC serves as the Debtor's counsel. URBAN CHESTNUT: Seeks to Hire Sandberg Phoenix as Special Counsel ----------------------------------------------------------------- Urban Chestnut Brewing Company Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Sandberg Phoenix as special counsel. The Debtor wishes to retain Sandberg to assist in the preparation of the Asset Purchase Agreement and closing of the Sale Transaction. The Debtor paid $14,391.50 to Sandberg for its prepetition fees and expenses with respect to the Sale Transaction. The firm's current hourly rates are: J. Riley Atwood, Shareholder $330 Bhavik R. Patel, Shareholder $420 As disclosed in the court filings, Sandberg Phoenix does not and will not hold or represent any interest adverse to the Debtor or its estate. The firm can be reached through: J. Riley Atwood Sandberg Phoenix 701 Market Street, Suite 600 Saint Louis, MO 63101 Tel: (314) 231-3332 About Urban Chestnut Brewing Company Inc. Urban Chestnut Brewing Co. is a brewer of craft beer in Saint Louis, Mo., which specializes in German beer and lagers with a variety of beer styles from IPAs to weissbiers. Urban Chestnut Brewing Co. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-43233} on Sept. 6, 2024, with $1 million to $10 million in both assets and liabilities. David M. Wolfe, president, signed the petition. Judge Brian C. Walsh oversees the case. The Debtor is represented by Spencer Desai, Esq., at The Desai Law Firm. VITAL PHARMACEUTICALS: Fla. Judge Faces Bias Allegations in Ch. 11 ------------------------------------------------------------------ David Minsky of Law360 reports that the founder of the company behind Bang energy drinks, Vital Pharmaceuticals, has filed a lawsuit against the Florida federal bankruptcy judge presiding over its Chapter 11 case, alleging bias and claiming the judge's rulings caused financial harm to both him and the company. About Vital Pharmaceuticals Since 1993, Florida-based Vital Pharmaceuticals, Inc., doing business as Bang Energy and as VPX Sports, has developed performance beverages, supplements, and workout products to fuel high-energy lifestyles. VPX Sports is the maker of Bang energy drinks, among other consumer products. Vital Pharmaceuticals, Inc., along with certain of its domestic subsidiaries and affiliates, filed voluntary petitions for protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-17842) on Oct. 10, 2022. VPX estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Hon. Scott M. Grossman is the case judge. The Debtors tapped Latham & Watkins, LLP as general bankruptcy counsel; Berger Singerman, LLP as local counsel; Haynes and Boone, LLP and Faulkner ADR Law, PLLC as special counsels; Huron Consulting Group, Inc., as CTO services provider; and Rothschild & Co US, Inc., as investment banker; and Grant Thornton, LLP, as financial advisor. Stretto, Inc., is the notice, claims and solicitation agent. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Nov. 1, 2022. The committee tapped Lowenstein Sandler, LLP as general bankruptcy counsel; Sequor Law, P.A., as local counsel; and Lincoln Partners Advisors, LLC, as financial advisor. WELCOME GROUP: Seeks to Hire Integra Realty as Appraiser -------------------------------------------------------- Welcome Group 2, LLC, and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Ohio to hire Integra Realty Resources to provide appraisal and expert witness services. The firm will provide analysis, testimony and reports as an appraiser and expert witness regarding determination of Debtors' market value and other matters related to this bankruptcy case, including but not limited to, an analysis and rebuttal to any reports or testimony presented by any parties in interest herein, and other matters that the Debtors may determine require expert testimony that IRR is qualified to render. Integra has agreed to accept $10,500 ($3,500 per Debtor entity) to perform the valuation of the Debtors. The hourly rate of Michael P. Hunter or any other representative of Integra for testimony and trial preparation is $400 per hour. As disclosed in the court filings, Integra Realty Resources is a "disinterested person" within the meaning of Sec. 101(14) of the Bankruptcy Code and as required by § 327 of the Bankruptcy Code. The firm can be reached through: Michael P. Hunter, MAI Integra Realty Resources 6233 Riverside Drive, Suite 2N Dublin, OH 43017 About Welcome Group 2, LLC Welcome Group 2, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S. D. Ohio Case No. 23-53044) on September 1, 2023. In the petition signed by Abhijit Vasani, as president, InnVite Opco, Inc., sole member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge C. Kathryn Preston oversees the case. Denis E. Blasius, Esq., at Thomsen Law Group, LLC, represents the Debtor as legal counsel. Creditor RSS WFCM2019-C50 - OH WG2, LLC, is represented by Porter Wright Morris & Arthur LLP. WESTFALL ENTERTAINMENT: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------------- The U.S. Trustee for Region 3 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Westfall Entertainment Complex, Inc. About Westfall Entertainment Complex Westfall Entertainment Complex Inc. is an entertainment facility operator based in Shohola, Pike County, Pa. Westfall Entertainment Complex sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 25-00078) on January 14, 2025. In its petition, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Mark J. Conway handles the case. The Debtor is represented by Ronald Santora, Esq., at Bresset & Santora, LLC, in Forty Fort, Pa. WILLIAM LAY: Gets Interim OK to Use Cash Collateral --------------------------------------------------- William Lay DDS, PLLC received interim approval from the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, to use cash collateral. William Lay requires the use of cash collateral to fund payroll, materials, supplies, and other general operational needs. Centennial Bank, doing business as Happy State Bank, asserts an interest in the cash collateral. As adequate protection, the secured lender was granted replacement security liens on the company's equipment, inventory and accounts. A final hearing is scheduled for Feb. 12. Centennial Bank can be reached through its counsel: Jeff Carruth, Esq. Weycer, Kaplan, Pulaski & Zuber, P.C. 2608 Hibernia, Suite 105 Dallas, TX 75204-2514 Telephone: (713) 341-1158 Fax: (713) 961-5341 Email: jcarruth@wkpz.com About William Lay DDS PLLC William Lay DDS, PLLC is a dental practice based in Arlington, Texas. William Lay DDS sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 25-40202) on January 20, 2025. In its petition, the Debtor reported estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. Judge Mark X. Mullin handles the case. The Debtor is represented by Robert Thomas DeMarco, Esq. WILLIAM LAY: Seeks to Hire DeMarco-Mitchell as Legal Counsel ------------------------------------------------------------ William Lay DDS, PLLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ DeMarco-Mitchell, PLLC as counsel. The firm will render these services: (a) take all necessary action to protect and preserve the estate; (b) prepare on behalf of the Debtor all necessary legal papers in connection with the administration of the estate herein; (c) formulate, negotiate, and propose a plan of reorganization; and (d) perform all other necessary legal services in connection with these proceedings. The firm's hourly rates are as follows: Robert DeMarco, Attorney $400 Michael Mitchell, Attorney $300 Barbara Drake, Paralegal $125 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $16,738 on behalf of the Debtor. Mr. DeMarco 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: Robert T. DeMarco, Esq. DeMarco-Mitchell, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 346-6791 Email: mike@demarcomitchell.com About William Lay DDS PLLC William Lay DDS PLLC is a dental practice based in Arlington, Texas. William Lay DDS PLLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 25-40202) on January 20, 2025. In its petition, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Mark X. Mullin handles the case. Robert T. DeMarco, Esq., at DeMarco-Mitchell, PLLC serves as the Debtor's counsel. ZIFF DAVIS: Moody's Upgrades CFR to Ba3, Outlook Remains Stable --------------------------------------------------------------- Moody's Ratings upgraded Ziff Davis, Inc.'s (ZD) corporate family rating to Ba3 from B1 and the probability of default rating to Ba3-PD from B1-PD. Moody's also affirmed the company's Ba3 senior unsecured rating. The speculative grade liquidity rating (SGL) remains unchanged at SGL-1. The outlook remains stable. ZD is a vertically focused digital media and internet company. The ratings upgrade reflects ZD's improved credit metrics and continued commitment to a balanced financial policy, contributing to low financial leverage of 2x and more than 20% free cash flow-to-debt as of LTM September 30, 2024. While the company's organic revenue is still declining, the rate of decline has lessened, and the company has utilized cash on hand and free cash flow to reduce debt and fund acquisitions. The ratings upgrade also reflects Moody's expectation that ZD will opportunistically pursue acquisitions while prudently maintaining financial leverage below 2.75x. RATINGS RATIONALE ZD's Ba3 CFR is supported by the company's strong financial metrics including financial leverage of 2x, free cash flow-to-debt of 24% as of LTM September 30, 2024, very good liquidity profile and balanced financial policies. The company benefits from a diversified customer base and sizeable subscription-linked revenues which represented 42% of total revenue. The rating also reflects the company's material revenue exposure to advertising (55% of total revenue), and its historical reliance on acquisitions to grow its digital business. Advertising performance and website traffic are sensitive to rapidly changing technology trends including generative AI and search engine algorithm revisions. While the company has demonstrated a strong track record of successfully integrating acquisitions and deriving synergies, execution risk remains in particular as new digital businesses are acquired and integrated. The company has not paid a common stock dividend since June 2019. Moody's do not expect ZD to resume paying dividends in the near term as it focuses its capital on growing its business, most likely through opportunistic acquisitions. All financial metrics cited reflect Moody's standard adjustments. The instrument ratings reflect the probability of default of the company, as reflected in the Ba3-PD Probability of Default Rating, an average expected family recovery rate of 50% at default, and the particular instruments' ranking in the capital structure. The Ba3 rating on the $460 million outstanding of senior unsecured notes due October 2030 issued by Ziff Davis, Inc. reflects the fact the notes are unsecured and therefore effectively subordinated to the $350 million revolving credit facility(unrated), but benefit from guarantees from all material operating subsidiaries, which makes the notes structurally senior to the $149 million convertible notes due November 2026 (unrated) and $263 million convertible notes due March 2028 (unrated). The revolving credit facility will expire at the earliest of (a) June 18, 2027, or (b) at any time when at least $175 million of the convertible notes due November 2026 is outstanding, the 91st day prior to the maturity date of the convertible notes due November 2026. The SGL-1 speculative grade liquidity rating reflects ZD's very good liquidity profile supported by very high cash balances and Moody's expectation of continued strong free cash flow generation and very high cash balances. As of September 30, 2024, the company retains full access to its $350 million revolver which Moody's expect to remain undrawn given its high cash balance of $386 million. The revolver includes two financial covenants, a total leverage ratio that cannot exceed 4x and an interest coverage ratio that cannot decline below 3x, which Moody's expect the company to continue to meet with ample flexibility. The total leverage ratio can step up to 4.5x for four quarters following a permitted acquisition (as defined by the credit agreement). The stable outlook is based on Moody's view that, over the next 12 months, ZD will grow revenue primarily supported by recent acquisitions despite organic revenue volatility, generate more than 15% free cash flow-to-debt, and sustain very good liquidity while maintaining financial leverage below 2.75x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if ZD increases scale while sustaining financial leverage near 1.75x while generating meaningful free cash flow and maintaining very good liquidity. An upgrade would also require the company to show steady organic growth. The ratings could be downgraded if Moody's expect financial leverage was sustained above 2.75x or more aggressive shareholder return or acquisition policies. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Ziff Davis, Inc. (NASDAQ: ZD) is a vertically focused digital media and internet company whose portfolio includes leading brands in technology, entertainment, shopping, connectivity, health, cybersecurity, and marketing technology. ZD generated $1.4 billion of revenue as of LTM September 30, 2024. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2025. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The single-user TCR subscription rate is $1,400 for six months or $2,350 for twelve months, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each per half-year or $50 annually. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***