/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/250303.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, March 3, 2025, Vol. 29, No. 61 Headlines 1031 SOLUTIONS: Seeks Chapter 11 Bankruptcy in California 220 FTL-LTPJ: Seeks to Extend Plan Exclusivity to May 21 31FO LLC: Hires Goldberg Weprin Finkel as Bankruptcy Counsel 4069 - 4089 MINNESOTA AVE: Case Summary & Two Unsecured Creditors 4221-ASSOCIATES AZ: Committee Taps R.O.I. Properties as Broker 4221-ASSOCIATES AZ: Committee Taps Womble and Knox Firms as Counsel 4324 S. VERMONT: Seeks Chapter 11 Bankruptcy in California 8501 FORT HAMILTON: Hires Northgate as Real Estate Advisor 8501 FORT HAMILTON: Taps Goldberg Weprin Finkel as Counsel 856 GREENE: Unsecureds Will Get 1% in Lender's Liquidating Plan 946 NOSTRAND: Seeks to Hire James J. Rufo as Bankruptcy Counsel A.M. ARTEAGA: Tamar Terzian Submits First Interim PCO Report ADVANCED DOMINO: Seeks to Extend Plan Exclusivity to August 12 AGEAGLE AERIAL: Thomas John Corley Holds 3.7% Stake ALGORHYTHM HOLDINGS: Welcomes Alex Andre as Chief Financial Officer ALTISOURCE PORTFOLIO: S&P Ups ICR to 'CCC+' on Lower Cash Interest ALTISOURCE PORTFOLIO: Shareholders Approve Equity Plan Amendment AMERICAN AIRLINES: Fitch Affirms 'B+' IDR, Outlook Stable AMERICAN AIRLINES: Repriced Term Loan No Impact on Moody's B1 CFR AMITY COURT: Gets Interim OK to Use Cash Collateral ANCORA SERVICES: Plan Confirmation Hearing Scheduled for April 4 ANTIGONE SKOULAS: Gets Interim OK to Use Cash Collateral APPTECH PAYMENTS: Nasdaq Panel Grants Conditional Listing Extension AQUA METALS: Director Eric Gangloff Holds 257,200 Shares AR ACQUISITIONS: Hires Western Washington Law Group as Counsel ARCUTIS BIOTHERAPEUTICS: Reports Lower Net Loss of $140M in 2024 ARTEAGA DENTAL: No Decline in Patient Care, 1st PCO Report Says ASBURY AUTOMOTIVE: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable ASP UNIFRAX: Fitch Hikes LongTerm IDR to 'CCC' ATLAS ONTARIO: Moody's Affirms 'B3' CFR, Outlook Stable BACKBEAT BREWING: Court Extends Cash Collateral Access to April 4 BEACH BUGGY: To Sell Lotus Property to Samuel Quatnor for $202K BENCHMARK 2025-V13: DBRS Gives Prov. BB(low) Rating on 2 Classes BIG LOTS: Mediation Not Appropriate in Hello Sofa, et al. Suit BIG LOTS: Mediation Not Appropriate in Prestige Patio Suit BIG LOTS: Reports Mass Resignation of Directors BLUE DOG: Court Temporarily Denies Bid to Use Cash Collateral BOOKS INC: Gets OK to Hire S D Mayer & Associates as Accountant BROOKDALE SENIOR: Releases Q4, Full Year 2024 Results BROUDY GROUP: Seeks to Extend Plan Exclusivity to May 19 CAREMAX INC: PCO Reports No Change in Patient Care Quality CARVANA AUTO 2025-N1: DBRS Gives Prov. BB Rating on Class E Notes CELULARITY INC: Extends Loan Maturities With RWI, Starr to 2026 CENTRAL HOUSEWARES: Seeks Cash Collateral Access CFCRE COMMERCIAL 2016-C6: DBRS Confirms B Rating on XF Certs CITI CONNECT: Case Summary & Nine Unsecured Creditors CLAROS MORTGAGE: Moody's Lowers CFR to B2, On Review for Downgrade CLEARPOINT NEURO: Posts $18.91 Million Net Loss in 2024 COASTAL GROWERS: To Sell Vehicles to Johnson Ford COINBASE GLOBAL: Moody's Puts 'B2' CFR Under Review for Upgrade COLLECTIVE SPEAKERS: Gets Interim OK to Use Cash Collateral COMMUNITY HEALTH: Posts $516 Million Net Loss in FY 2024 COMTECH TELECOMMUNICATIONS: Welcomes David Kagan to Board CONFLUENCE TECHNOLOGIES: Moody's Appends 'LD' Designation to PDR CONNEXA SPORTS: Board OKs Employment Agreements With CEO, CFO COSMOS HEALTH: To Delay Offering Until Filing of Annual Report CPV SHORE: S&P Assigns 'B+' Rating on Senior Secured Term Loans CREATIVE REALITIES: Enters Third Amendment to Reflect Merger Deal CWT GROUP: S&P Downgrades ICR to 'CCC' on Liquidity Pressures DAVIS AUTO: Hires Meyer & Meyer LLP as Special Counsel DENALI COMMUNITY: U.S. Trustee Unable to Appoint Committee DICK'S AUTOMOTIVE: Seeks to Extend Plan Exclusivity to July 16 DIGITALSPEED COMMUNICATIONS: US Trustee Unable to Appoint Committee DIOCESE OF ROCKVILLE: Jones Day Gets Approval for $52MM Ch. 11 Fees DIRECT LENDING: Receiver Reaches $18MM Settlement With DLI Entities DMD CUSTOM: Unsecureds Will Get 10% of Claims over 3 Years DMMJ REALTY: Voluntary Chapter 11 Case Summary DON ENTERPRISES: Gets Court OK to Use Cash Collateral DORMIFY INC: Seeks to Hires Ordinary Course Professionals DOUBLE K AH!THENTIC: Seeks to Hire Financial Express as Accountant DRIVEHUB AUTO: Hires Latham Luna Eden & Beaudine LLP as Counsel DYNAMIC AEROSTRUCTURES: Gets Court OK to Tap $4MM Chapter 11 Loan DYNAMIC AEROSTRUCTURES: Mar. 5 Deadline Set for Panel Questionnaire EASTERN COLORADO: Hires Creative Planning as Financial Advisor EL DORADO SENIOR: No Resident Care Concern, PCO Report Says ELEMENTS UES: Seeks to Hire Cullen and Dykman as Legal Counsel ENTECCO FILTER: Court Extends Cash Collateral Access to March 21 ENVIROSCENT INC: Hires Carr Riggs & Ingram LLC as Accountant ERC MANUFACTURING: Taps Juan C. Bigas Law Office as Legal Counsel ESSAR STEEL: Mesabi's Motion for Withdrawal of Reference Granted ESSEX TECHNOLOGY: Hires A&G Realty as Real Estate Consultant ESSEX TECHNOLOGY: Taps Rob Hubbard of Riveron Management as CRO EURO CONSTRUCTION: Hires Goldsmith & Guymon as Legal Counsel FARM BUREAU: A.M. Best Revises B(Fair) FS Rating to Positive FIRST MODE: March 26 Liquidtaion Plan Confirmation Hearing Set FLAME LLC: U.S. Trustee Unable to Appoint Committee FLYING STAR: Seeks Chapter 11 Bankruptcy in California FRANCHISE GROUP: Amends OpCo Unsecured Claim Details FRANK C. NELSEN: Wins Bid to Convert Bankruptcy Case to Chapter 7 FREEDOM RAVE: Seeks Chapter 11 Bankruptcy in California FRISCO BAKING: Seeks Chapter 11 Bankruptcy in California FTX TRADING: Jailed Former Exec Atty. Can't Withdraw Chap. 11 Suit FUTURE FINTECH: FT Global Seeks Turnover of 39.8MM Common Shares G & S SHIPPING: Hires Jjais A. Forde PLLC as Counsel GAMESTOP CORP: Plans to Sell France & Canada Operations GARAGE LOCO: Hires Robleto Kuruce PLLC as Legal Counsel GEM PREP - MERIDIAN: Moody's Affirms 'Ba1' Revenue Bond Rating GEM PREP - POCATELLO: Moody's Alters Outlook on Ba2 Rating to Pos. GHX ULTIMATE: Moody's Withdraws 'B3' CFR Following Debt Repayment GLOBAL BUSINESS: S&P Raises ICR to 'BB-' on Strong Performance GLOBAL NET LEASE: S&P Places 'BB' ICR on CreditWatch Positive GLOBAL WOUND: Seeks to Extend Plan Exclusivity to June 18 GOL LINHAS: Creditors, U.S. Trustee Slam Chapter 11 Plan Disclosure GRAY MEDIA: Fitch Lowers LongTerm IDR to 'B-', Outlook Negative GRITSTONE BIO: Plan Exclusivity Period Extended to May 8 GS MORTGAGE 2025-PJ1: DBRS Finalizes B(low) Rating on B5 Notes H&E EQUIPMENT: S&P Places 'BB-' Debt Rating on Watch Negative HAND HOSPITALITY: Plaintiffs' Certification Motion Granted in Part HEALTHY SPOT: Gets OK to Hire Fortis LLP as Corporate Counsel HEART 2 HEART: Case Summary & 20 Largest Unsecured Creditors HERMS LUMBER: Gets Interim OK to Use Cash Collateral HOOPERS DISTRIBUTING: Hires Hendren Redwine & Malone as Counsel HOPEMAN BROTHERS: Seeks to Extend Plan Exclusivity to May 25 HUB CITY: Taps Robert S. Metz as Whitley Penn as Expert HYPERSCALE DATA: Declares Dividends on Series D, E Preferred Shares HYPERSCALE DATA: Esousa, Michael Wachs Hold 9.9% of Class A Shares IKECHUKWU OKORIE: Annulment of Stay as to Clinic Property Affirmed INFINITE GLOW: Case Summary & 12 Unsecured Creditors INOTIV INC: Freese and Nichols Settles Suit for $7.55MM INTERFREIGHT SYSTEMS: Taps Gutnicki LLP as Co-Bankruptcy Counsel JP MORGAN 2025-CCM1: DBRS Finalizes B(low) Rating on B5 Certs JPMCC COMMERCIAL 2014-C20: DBRS Confirms C Rating on 4 Classes KARBONX CORP: Changes Principal Address to Calgary, Alberta KB3 2275: Seeks Cash Collateral Access KRT INC: Gets Interim OK to Use Cash Collateral LAVISSANI LLC: Seeks Chapter 11 Bankruptcy Protection in Nevada LAWRENCE GENERAL HOSPITAL:S&P Affirms 'B-' Rating on Revenue Bonds LEITMOTIF SERVICES: Court OKs Fixture Sale to Wilson Scooter LEITMOTIF SERVICES: To Sell Furniture to Red Stag Fulfillment LENY BERRY: Taps Ephraim Diamond of Arbel Capital as CRO LHOME MORTGAGE 2025-RTL1: DBRS Finalizes B Rating on M2 Notes LIFE TIME: S&P Alters Outlook to Positive, Affirms 'B+' ICR LIGHTHOUSE LAND: Seeks Chapter 11 Bankruptcy in Tennessee LINCOLN STREET: Lender Sets Auction of LLC Interests for April 3 LITTLE MINT: Committee Hires Pachulski Stang Ziehl as Counsel LITTLE MINT: Committee Taps Waldrep Wall Babcock as Local Counsel LOTUS OASIS: Hires Dentons Sirote PC as Special Counsel LSF11 TRINITY: S&P Affirms 'B' Rating on $130MM Fungible Add-on LUCIANO REALTY: Continued Operations & Sale Proceeds to Fund Plan MAGNITE INC: Moody's Upgrades CFR to B1 & Alters Outlook to Stable MAKE IT HAPPEN: Case Tossed, Petition Not Signed by Attorney MANNINGTON MILLS: S&P Rates New $225MM Term Loan B Due 2032 'B' MCDANIEL LOGGING: Hires Wiregrass Auction Group as Appraiser MODERN EYE: Files Emergency Bid to Use Cash Collateral MODUS SYSTEMS: Hires Goe Forsythe & Hodges as Bankruptcy Counsel MOHEGAN TRIBAL: S&P Affirms 'B-' ICR Despite Upcoming Maturities MOM CA INVESTCO: Case Summary & 18 Unsecured Creditors MOSAIC SWNG: Seeks to Hire Haselden Farrow as Bankruptcy Counsel MOUNTAIN EXPRESS: Trustee Accuses Ex-Owners of $100MM Deal Fraud MURRIETA HOLDINGS: Hires Michael G. Spector as Legal Counsel NA TRANSPORTATION: Fitch Assigns B+ First-Time IDR, Outlook Stable NANO MAGIC: R. Berman, Others Hold 58.6% Equity Stake NATURALSHRIMP INC: Receiver Seeks Court OK for $35.8M Asset Sale NEWFOLD DIGITAL: Fitch Lowers LongTerm IDR to 'CCC+' NEWPORT VENTURES: Seeks to Extend Plan Exclusivity to April 24 NISSAN MOTOR: Moody's Cuts Rating on Senior Unsecured Debt to Ba1 NORTHERN DYNASTY: Pebble Agrees to 90-Day Suspension of EPA Suit O'BRIEN'S RENT-ALL: Seeks Chapter 11 Bankruptcy in West Virginia P3 HEALTH: Unit Secures $30M Financing With VBC Growth PAVMED INC: Regains Compliance With Nasdaq Listing Standards PBF HOLDING: Moody's Affirms 'Ba2' CFR & Alters Outlook to Negative PEKIN COUNTRY: Taps Davis & Campbell as Special Counsel PROSOURCE MACHINERY: Case Summary & 20 Top Unsecured Creditors QHSLAB INC: Reports Record Revenue Growth, Profitability for 2024 QURATE RETAIL: Declares $2 Dividend on Series A Preferred Shares RED HORSE: Seeks Subchapter V Bankruptcy in Louisiana RED RIVER: Ex-FDA Chief Slams Talc Settlement Over Asbestos Testing REDLINE METALS: Seeks to Extend Plan Exclusivity to April 30 REMC LLC: Case Summary & Five Unsecured Creditors RESEARCH EDUCATION: Hires Andersen Beede Weisenmiller as Counsel REVIVA PHARMACEUTICALS: OKs Compensation Arrangements With Execs RICHMOND TELEMATICS: Gets Interim OK to Use Cash Collateral RITHUM HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B-' ICR ROCK 51: Seeks to Tap Goldberg Weprin Finkel as Bankruptcy Counsel RYKIN PUMP: Hires Kirk Strahan Realty LLC as Real Estate Agent SABRE INDUSTRIES: S&P Upgrades ICR to 'B', Outlook Stable SANTIS & ARGENTA: Unsecureds Will Get 32.63% via Quarterly Payments SCHILLER PARK: Seeks to Use Cash Collateral SEAQUEST HOLDINGS: Gets OK to Use Cash Collateral Until April 19 SGZ GROUP: Unsecureds Will Get 10% of Claims over 60 Months SHILOH HOMECARE: Lender Seeks to Prohibit Cash Collateral Access SINCLAIR TELEVISION: Moody's Affirms 'B3' CFR, Outlook Negative SMITH ENVIRONMENTAL: Case Summary & 20 Largest Unsecured Creditors SOLID BIOSCIENCES: R. Debbane, Others Hold 9.4% Equity Stake SOUTH REGENCY: Gets Interim OK to Use Cash Collateral SOUTHERN POINT: Hires Fred T. Neely & Company PLLC as Accountant SOYUZ MEDIA: Seeks to Hire Law Offices of Alla Kachan as Counsel SPECIAL EFFECTS: Inks Deal to Use SBA's Cash Collateral SPECIALTY BUILDING: Moody's Alters Outlook on 'B2' CFR to Negative SS INNOVATIONS: Frederic Moll Holds 10.6% Equity Stake SS INNOVATIONS: R. Pai, Manipal Global Hold 8.7% Equity Stake STAR WELLINGTON: Court Extends Cash Collateral Access to April 29 STARKS LAW: Seeks Cash Collateral Access STORABLE INC: S&P Assigns 'B-' Rating on First-Lien Term Loan SURF 9: Hires Goldberg Weprin Finkel Goldstein LLP as Counsel SVP SINGER III: Moody's Assigns 'Caa2' CFR, Outlook Stable SWC INDUSTRIES: Committee Taps FTI Consulting as Financial Advisor TEAK DECK: Court Extends Cash Collateral Access to May 20 TETRAD ENTERPRISES: Case Summary & Seven Unsecured Creditors TEXAS SOLAR: Hires Calvetti Ferguson LLC as Tax Accountant TINKER REAL ESTATE: Voluntary Chapter 11 Case Summary TIRES RIMS: Claims to be Paid From Future Operations TITAN CONCRETE: Court Enforces Sale Order Against Point H TRAINSET'S EFFECTS: Gets Interim OK to Use Cash Collateral TRANSITIONAL HOUSING: Seeks Subchapter V Bankruptcy in Tennessee TRANSMEDCARE LLC: Case Summary & 20 Largest Unsecured Creditors TRANSOCEAN LTD: Keelan Adamson to Succeed Jeremy Thigpen as CEO TRANSOCEAN LTD: Narrows Net Loss to $512 Million in Full Year 2024 TRI-CITY SERVICE: Taps Bratcher Adams Folk as Special Counsel TTW TRANSPORT: Updates Unsecured Claims Pay; Files Amended Plan TULIA, TX: S&P Cuts Limited-Tax Debt Rating to 'BB+', Outlook Neg. TWENTY EIGHT: Court Extends Cash Collateral Access to March 31 TWIN FALLS: Seeks to Use Cash Collateral Thru June 30 UNITED DENTAL FULLERTON: Seeks to Extend Plan Filing to April 22 UNITED DENTAL WILSHIRE: Seeks to Extend Plan Filing to April 22 UNLIMITED ENTERPRISES: Taps Theodore N. Stapleton P.C. as Counsel UROGEN PHARMA: Adage Capital Holds 6.94% Equity Stake US HOUSING: Seeks to Hire Slocum Law as Counsel VAN SCOIT GROUP: Seeks Subchapter V Bankruptcy in Texas VANGUARD MEDICAL: Manamed Entitled to $282,327.38 in Damages VARALUZ LLC: Seeks to Sell Lighting Business at Auction VERITIV OPERATING: S&P Reinstates 'B+' Term Loan Rating VERRICA PHARMACEUTICALS: Caligan Partners Hold 9.99% Equity Stake VETERANS EMPOWERING: Seeks to Hire J.M. Cook as Counsel VIA ESCUELA: Plan Exclusivity Period Extended to March 31 VILLAGE OAKS SENIOR: No Resident Complaints, PCO Report Says WATERFRONT RESORT: Taps Berger Fischoff Shumer Wexler as Attorney WAV REALTY: Seeks Chapter 11 Bankruptcy in New York WELLPATH HOLDINGS: Jurgens, et al. Suit Stayed Due to Bankruptcy WELLPATH HOLDINGS: Unsecureds' Recovery "Unknown" in Joint Plan WESCO INT'L: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable WESCO INT'L: Moody's Affirms 'Ba2' CFR, Outlook Stable WESTERN DIGITAL: Fitch Affirms 'BB+' LongTerm IDR, Off Watch Neg. WEX INC: Fitch Assigns BB+ FirstTime LongTerm IDR, Outlook Stable WHITE FOREST: U.S. Trustee Appoints Creditors' Committee WHITESTONE UPTOWN: Office Property Sale to Bradford Property OK'd WILL NOT SELL: U.S. Trustee Unable to Appoint Committee WIN PRODUCTIONS: Court OKs Illinois Properties Sale WIND PRODUCTIONS: Court OKs 14.95 Acres Land Sale to Eric Bradshaw WINDSOR TERRACE: Evans Case Remanded to California Superior Court WINDSOR TERRACE: Knestrict Case Remanded to Calif. Superior Court WINDSOR TERRACE: Russell Case Remanded to California Superior Court WINDTREE THERAPEUTICS: Effects 1-for-50 Reverse Stock Split WISA TECHNOLOGIES: Files Amendment No. 1 to Prospectus WYNNE TRANSPORTATION: Hires Omni Agent as Administrative Agent ZEVRA THERAPEUTICS: Adage Capital Holds 6.84% Equity Stake ********* 1031 SOLUTIONS: Seeks Chapter 11 Bankruptcy in California --------------------------------------------------------- On February 24, 2025, 1031 Solutions 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 $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About 1031 Solutions LLC 1031 Solutions LLC is a real estate investment firm located in Los Angeles, CA, specializing in helping clients execute 1031 exchanges to defer capital gains taxes. The Company is committed to offering tailored and effective solutions, guiding investors through the intricacies of tax-deferred exchanges to enhance their real estate portfolios. 1031 Solutions LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 25-11378) on February 24, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Julia W. Brand handles the case. The Debtor is represented by: Gary E. Klausner, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Ave. Los Angeles, CA 90034 Tel: (310) 229-1234 E-mail: GEK@LNYG.COM 220 FTL-LTPJ: Seeks to Extend Plan Exclusivity to May 21 -------------------------------------------------------- 220 FTL-LTPJ LLC asked the U.S. Bankruptcy Court for the Southern District of Florida to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to May 21 and July 21, 2025, respectively. The Debtor explains that the 120-day exclusive period would end February 21, 2025. So this motion is made within the time period. More time is needed to resolve issues in this case due to the largest creditor Wells Fargo Bank taking so much time to get back and forth in negotiations. For example, cash collateral was agreed to January 8, 2025, but the parties were unable to settle an order for cash collateral and adequate protection as of this date, necessitating another hearing February 27, 2025, at 3PM. Additionally negotiations for a global resolution of the case have likewise been extended. The Debtor explains that the company and Creditor have been negotiating toward a consensual plan, but additional time is needed due to the time it takes the bank to respond. 220 FTL-LTPJ, LLC is represented by: Joel M. Aresty, Esq. Stiberman Law P.A. 309 1st Ave S Tierra Verde FL 33715 Phone: 305-904-1903 Fax: 1-800-559-1870 E-mail: Aresty@Mac.com About 220 FTL-LTPJ 220 FTL-LTPJ, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-21022) on October 24, 2024. In the petition filed by Irene Marciano, as authorized signatory, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. Judge Peter D. Russin handles the case. The Debtor is represented by Robert A. Stiberman, Esq., at Stiberman Law, P.A. 31FO LLC: Hires Goldberg Weprin Finkel as Bankruptcy Counsel ------------------------------------------------------------ 31FO, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Goldberg Weprin Finkel Goldstein LLP as counsel. The firm will render these services: (a) provide the Debtor with all necessary representation in connection with this Chapter 11 case; (b) represent the Debtor in all proceedings before the U.S. Bankruptcy Court and the Office of the U.S. Trustee; (c) review, prepare, and file all necessary legal papers as required in the Chapter 11 case; and (d) provide all other legal services. The hourly rates of the firm's counsel and staff are as follows: Partners $605 to 785 Associates $380 to $560 Paralegal $85 to $120 The firm received a retainer of $25,000 from the Debtor. ` ` J. Ted Donovan, Esq., an associate at Goldberg Weprin Finkel Goldstein, 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: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 125 Park Avenue, 12th Floor New York, NY 10017 Telephone: (212) 221-5700 Email: knash@gwfglaw.com About 31FO LLC 31FO LLC was organized in 2018 as a New York limited liability company to own and develop real property. The Debtor is the fee simple owner of real property located at 31 Fort hill, Lloyd Neck, NY 10073 having an appraised value of $23 million. 31FO LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-73893) on Oct. 10, 2024. In the petition filed by David D. DeRosa, as managing member, the Debtor reports total assets of $23,000,000 and total liabilities of $12,841,948. The Honorable Bankruptcy Judge Robert E. Grossman handles the case. The Debtor is represented by Kevin Nash, Esq. at GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP. 4069 - 4089 MINNESOTA AVE: Case Summary & Two Unsecured Creditors ----------------------------------------------------------------- Debtor: 4069 - 4089 Minnesota Ave, NE, LLC 4069 Minnesota Avenue, NE Washington, DC 20019 Business Description: 4069 - 4089 Minnesota Ave is a debtor with a single real estate asset, as outlined in 11 U.S.C. Section 101(51B). Chapter 11 Petition Date: February 27, 2025 Court: United States Bankruptcy Court District of Columbia Case No.: 25-00070 Judge: Hon. Elizabeth L Gunn Debtor's Counsel: Richard B. Rosenblatt, Esq. LAW OFFICES OF RICHARD B. ROSENBLATT, PC Suite 302 30 Courthouse Square Rockville, MD 20850 Tel: 301-838-0098 Fax: 301-838-3498 Email: rrosenblatt@rosenblattlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to 50 million The petition was signed by Oscar Portillo as managing member. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/3MXT6FY/4069_-_4089_Minnesota_Ave_NE_LLC__dcbke-25-00070__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Two Unsecured Creditors: Entity Nature of Claim Claim Amount 1. District of Columbia Alleged Civil $0 c/o Christopher Pena, Esq. Claims 400 6th Street, NW, 10th Floor Washington, DC 20001 2. Minnesota Commons Tenants Association, Inc. Alleged TOPA $0 c/o Phylicia H. Hill, Esq. - Violations 1331 H Street, NW, Suite 350 Washington, DC 20005 4221-ASSOCIATES AZ: Committee Taps R.O.I. Properties as Broker -------------------------------------------------------------- The official committee of unsecured creditors of 4221-Associates, AZ, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ R.O.I. Properties as real estate broker. The Committee desires to employ Beth Jo Zeitzer, and agent at R.O.I. Properties to assist in the valuation, marketing and sale of the real estate assets known as 4221-4223 North Scottsdale Road and 4216-4234 North Winfield Scott Plaza located in Scottsdale, Arizona. The firm is entitled to a commission equal to 2.5 percent of gross sale price of the property. The hourly fee for Beth Jo Zeitzer's preparation and testimony/deposition will be $450 per hour. The fee for Justin Cirell's preparation and testimony will be $250 per hour. All other staff members of R.O.I. Properties will be $150/per hour. In addition, the broker will charge for the reimbursement of reasonable attorney's fees, if any, incurred by Consultant for testimony and deposition. Beth Jo Zeitzer, CEO of R.O.I. Properties, 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: Beth Jo Zeitzer R.O.I. Properties 3333 E. Camelback RD, #252 Phoenix, AZ 85018 Telephone: (602) 319-1326 Facsimile: (602) 794-6389 About 4221-Associates, AZ, LLC 4221-Associates, AZ, LLC in Scottsdale AZ, filed its voluntary petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 24-03211) on April 25, 2024, listing as much as $10 million to $50 million in both assets and liabilities. David E. Slattery, Sr., SHP MGR, LLC and DESCO Arizona, LLC, as manager, signed the petition. Judge Brenda K. Martin oversees the case. MICHAEL W. CARMEL, LTD. serve as the Debtor's legal counsel. 4221-ASSOCIATES AZ: Committee Taps Womble and Knox Firms as Counsel ------------------------------------------------------------------- The official committee of unsecured creditors of 4221-Associates, AZ, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Womble Bond Dickinson (US) LLP and Knox McLaughlin Gornall & Sennett, P.C. as its attorneys. The services provided by said legal counsel will include, without limitation, services in furtherance of the Committee's powers and duties under Sec.1103(c) of the Bankruptcy Code. The principal attorneys presently designated to represent the Committee and their current standard hourly rates are: Guy Fustine $450 per hour Nicholas Bauman $555 per hour As disclosed in the court filings, the Womble and Knox Firms are disinterested as that term is defined under the Bankruptcy Code, and do not hold or represent any interest which is adverse to the Committee in the matters upon which they would be engaged. The attorneys can be reached through: Nick Bauman, Esq. Womble Bond Dickinson (US) LLP 201 East Washington Street, Suite 1200 Phoenix, AZ US 85004 Tel: (602) 262-5311 Fax: (602) 262-5747 Email: Nick.Bauman@wbd-us.com - and - Guy C. Fustine, Esq. Knox McLaughlin Gornall & Sennett, P.C. 120 W 10th St. Erie, PA 16501-1461 Tel: (814) 459-2800 Fax: (814) 453-4530 Email: gfustine@kmgslaw.com About 4221-Associates, AZ, LLC 4221-Associates, AZ, LLC in Scottsdale AZ, filed its voluntary petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 24-03211) on April 25, 2024, listing as much as $10 million to $50 million in both assets and liabilities. David E. Slattery, Sr., SHP MGR, LLC and DESCO Arizona, LLC, as manager, signed the petition. Judge Brenda K. Martin oversees the case. MICHAEL W. CARMEL, LTD. serve as the Debtor's legal counsel. 4324 S. VERMONT: Seeks Chapter 11 Bankruptcy in California ---------------------------------------------------------- On February 24, 2025, 4324 S. Vermont 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 $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About 4324 S. Vermont LLC 4324 S. Vermont LLC is a debtor with a single real estate asset, as outlined in 11 U.S.C. Section 101(51B). 4324 S. Vermont LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 25-11371) on February 24, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Sheri Bluebond handles the case. The Debtor is represented by: Robert Altagen, Esq. ROBERT S ALTAGEN 1111 Corporate Center Drive #201 Monterey Park CA 91754 Tel: (323) 268-9588 E-mail: robertaltagen@altagenlaw.com 8501 FORT HAMILTON: Hires Northgate as Real Estate Advisor ---------------------------------------------------------- 8501 Fort Hamilton Parkway Ltd., seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Northgate Real Estate Group as real estate advisor. Northgate will use its commercially reasonable efforts to, among other things, arrange refinancing for, market and sell, or otherwise dispose of the Debtor's property located at 8501 Fort Hamilton Parkway, Brooklyn, NY, improved by a four-story residential apartment building with 19 rooms per floor. Northgate will negotiate the business terms of each purchase and sale agreement on behalf of the Debtor. Northgate will also cooperate with other licensed real estate brokers representing purchasers Northgate will be paid an aggregate commission under the Retention Agreement: (i) a 5 percent commission, if the Property is sold at auction, (ii) a 3 percent refinancing fee if the Property is refinanced through Northgate, or (iii) if the Debtor refinances with a lender not identified by Northgate, Northgate shall be paid a minimum $10,000 fee. Greg Corbin, a partner at Northgate Real Estate 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: Greg Corbin Northgate Real Estate Group 1633 Broadway, 46th Floor New York, NY 10019 Tel: (212) 369-4000 About Fort Hamilton Parkway Ltd. Fort Hamilton Parkway Ltd. is the owner of certain residential property acquired in 1995 located at 8501 Fort Hamilton Parkway, Brooklyn, NY. The Property is improved by a four-story residential apartment building with 19 rooms per floor. 8501 Fort Hamilton Parkway Ltd. sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 24-44150) on Oct. 4, 2024. The Honorable Bankruptcy Judge Nancy Hershey Lord handles the case. The Debtor is represented by Kevin Nash, Esq. at GOLDBERG WEPRIN FINKEL GOLSTEIN LLP. 8501 FORT HAMILTON: Taps Goldberg Weprin Finkel as Counsel ---------------------------------------------------------- 8501 Fort Hamilton Parkway Ltd., seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Goldberg Weprin Finkel Goldstein LLP as counsel. The firm will render these services: a. provide the Debtor with all necessary representation in connection with this Chapter 11 case, as well as the Debtor's responsibilities as debtor-in-possession; b. represent the Debtor in all proceedings before the U.S. Bankruptcy Court and the Office of the U.S. Trustee; c. review, prepare and file all necessary legal papers, applications, motions, objections, adversary proceedings, and reports on the Debtor's behalf; d. render all other legal services required by the Debtor in addressing the claims of the creditors, and to pursue a refinancing through a confirmed plan of reorganization. The firm's counsel and staff will be paid at these hourly rates: Partners $605 - $785 Associates $380 - $560 In addition, the firm will seek reimbursement for expenses incurred. The firm received a pre-petition retainer of $25,000. J. Ted Donovan, Esq., an attorney at Goldberg Weprin Finkel Goldstein, 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: J. Ted Donovan, Esq. Kevin Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 125 Park Ave., 12th Floor New York, NY 10017 Telephone: (212) 221-5700 About Fort Hamilton Parkway Ltd. Fort Hamilton Parkway Ltd. is the owner of certain residential property acquired in 1995 located at 8501 Fort Hamilton Parkway, Brooklyn, NY. The Property is improved by a four-story residential apartment building with 19 rooms per floor. 8501 Fort Hamilton Parkway Ltd. sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 24-44150) on Oct. 4, 2024. The Honorable Bankruptcy Judge Nancy Hershey Lord handles the case. The Debtor is represented by Kevin Nash, Esq. at GOLDBERG WEPRIN FINKEL GOLSTEIN LLP. 856 GREENE: Unsecureds Will Get 1% in Lender's Liquidating Plan --------------------------------------------------------------- Wells Fargo Bank, National Association, as Trustee for Morgan Stanley Capital I Trust 2019-H6, Commercial Mortgage Pass Through Certificates, Series 2019-H6 (the "Lender"), submitted a Revised Disclosure Statement describing Revised Plan of Liquidation dated February 18, 2025. The purpose of the Plan is to maximize the value of the Debtor's Assets and thereby maximize distributions to Holders of Allowed Claims. The Debtor's sole business is to own and operate a five-story multifamily property consisting of 10 residential apartment units located at 856 Greene Avenue, Brooklyn, New York. The Property is subject to first priority Liens in favor of the Lender. As of the Petition Date, the aggregate amount of the Allowed Secured Claim of the First Lien Lender was approximately $8,595,952.87. The Chapter 11 Case is a single asset real estate case within the meaning of section 101(51B) of the Bankruptcy Code. The Debtor has Cash on hand in the amount of approximately $353,347.55 as of January 31, 2025. All of the Debtor's Cash on hand is subject to the first priority Liens of the Lender and constitutes the Lender's Cash Collateral. Through the Plan, the Lender proposes to transfer the Acquired Assets to the Lender in exchange for the Credit Bid submitted at the Auction and for the Plan Trustee to use the Cash Collateral and Carve-Out from the Lender's Cash Collateral to distribute funds to Creditors, in accordance with the order of priority of their Claims, and return security deposits under Tenant Leases (if any). The Debtor filed a motion seeking approval of bidding procedures developed with the Broker and Lender, which this Court approved. On August 22, 2024, consistent with the bidding procedures, the Broker conducted an Auction with 8 qualified bidders, in addition to the Lender. The Auction resulted in the Lender submitting the highest offer for the Property, a Credit Bid in the amount of $5,370,000.00. The Lender's Credit Bid provided for the sale of the Property under a Plan; however, the Debtor has failed to file an amended plan and disclosure statement. The exclusivity periods during which only the Debtor was permitted to file a plan of reorganization and solicit acceptances of a plan of reorganization have expired. Class 3 consists of General Unsecured Claims. Holders of Allowed Class 3 General Unsecured Claims, other than the Lender, shall receive a Pro Rata share of the Carve-Out on the later of the Effective Date or the date on which such General Unsecured Claim becomes an Allowed Claim. In addition, Holders of Allowed Class 3 General Unsecured Claims, including the Lender, shall receive a Pro Rata share of any recoveries made on account of any Causes of Action. Holders of Claims in Class 3 are Impaired. Each holder of General Unsecured Claim is entitled to vote to accept or reject the Plan in its capacity as a holder of such Claim. The allowed unsecured claims total $458,040.00. This Class will receive a distribution of 1% of their allowed claims. Class 4 consist of all Interests in the Debtor. Class 4 Interests are Impaired. The holders of Class 4 Interests will receive no Distribution. On the Effective Date, all Class 4 Interests will be canceled, null and void and of no force and effect. The holders of Class 4 Interests are deemed to reject the Plan and are not entitled to vote to accept or reject the Plan. The Plan shall be funded from the Cash Collateral, the Carve-Out, and any recoveries made on account of Causes of Action. The Debtor shall relinquish all funds contained in the Debtor's Debtor-in-Possession account to the Plan Trustee and the Plan Trustee shall make all distributions under the Plan. The Acquired Assets shall be sold under the Plan to the Lender in exchange for the Credit Bid. This Plan shall constitute a motion seeking to sell the Acquired Assets free and clear of all liens, claims, encumbrances, and interests. A full-text copy of the Revised Disclosure Statement dated February 18, 2025 is available at https://urlcurt.com/u?l=s1VvQP from PacerMonitor.com at no charge. Attorneys for Wells Fargo Bank, National Association, as Trustee for Morgan Stanley Capital I Trust 2019-H6, Commercial Mortgage Pass-Through Certificates, Series 2019-H6: Laurel D. Roglen, Esq. Matthew G. Summers, Esq. Ballard Spahr LLP 919 N. Market Street, 11th Floor Wilmington, Delaware 19801 Tel: (302) 252-4428 Email: summersm@ballardspahr.com roglenl@ballardspahr.com About 856 Greene Avenue Properties 856 Greene Avenue Properties LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41636) on May 10, 2023. In the petition signed by Nathan Wagschal, manager, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Dawn Kirby, Esq., at Kirby Aisner & Curley LLP, serves as the Debtor's counsel. 946 NOSTRAND: Seeks to Hire James J. Rufo as Bankruptcy Counsel --------------------------------------------------------------- 946 Nostrand Avenue, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ The Law Office of James J. Rufo as its attorney. The firm's services include: a. advising the Debtor concerning the conduct of the administration of this bankruptcy case; b. preparing all necessary applications and motions as required under the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, and Local Bankruptcy Rules; c. preparing a disclosure statement and plan of reorganization; and d. performing all other legal services that are necessary to the administration of the case. The firm will be paid at these rates: James J. Rufo $500 per hour Paralegal $200 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. James J. Rufo, Esq., a partner at Law Office of James J. Rufo, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: James J. Rufo, Esq. Law Office of James J. Rufo 222 Bloomingdale Road, Suite 202 White Plains, NY 10605 Tel: (914) 600-7161 Email: jrufo@jamesrufolaw.com About 946 Nostrand Avenue 946 Nostrand Avenue, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 25-40065) on January 7, 2025, listing under $1 million in both assets and liabilities. The Law Office of James J. Rufo represents the Debtor as counsel. A.M. ARTEAGA: Tamar Terzian Submits First Interim PCO Report ------------------------------------------------------------ Tamar Terzian, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Central District of California her first interim report regarding the quality of patient care provided by A.M. Arteaga, DDS, Inc. The PCO noted that she did not conduct an inspection of the facility in Rialto, Calif., because no patients are being treated at this facility. These offices were closed on Dec. 31 last year. The PCO stated that A.M. Arteaga has properly notified all patients of the closure and is currently maintaining the records for patients. Pursuant to the Health and Safety Code 123145(a), A.M. Arteaga has an obligation to preserve records for a minimum of seven years following discharge of the patient, except that the records of unemancipated minors will be kept at least one year after the minor has reached the age of 18 years, and in any case, not less than seven years. The PCO and Dr. Arteaga discussed that A.M. Arteaga will maintain these records on behalf of the patients. Dr. Arteaga will provide notice to all prior patients that records can be requested by contacting Arteaga Dental Corporation and that A.M. Arteaga can provide the requested care at the Arteaga Dental Corporation location. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=VxwcKr from PacerMonitor.com. The PCO may be reached at: Tamar Terzian, Esq. tterzian@hansonbridgett.com Hanson Bridgett, LLP 601 W. 5th Street Suite 300 Los Angeles, CA 90071 Tel: (323) 210-7747 About A.M. Arteaga DDS Inc. A.M. Arteaga DDS, Inc. is primarily engaged in the private or group practice of general or specialized dentistry or dental surgery. A.M. Arteaga DDS sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-16442) on October 28, 2024, with assets between $50,000 and $100,000 and liabilities between $1 million and $10 million. Anamaria Arteaga, chief executive officer of A.M. Arteaga DDS, signed the petition. Judge Scott H. Yun oversees the case. Lewis R. Landau, Esq., serves as the Debtor's legal counsel. Tamar Terzian is the patient care ombudsman appointed in the Debtor's case. ADVANCED DOMINO: Seeks to Extend Plan Exclusivity to August 12 -------------------------------------------------------------- Advanced Domino, Inc., d/b/a Domino Supermarket, asked the U.S. Bankruptcy Court for the Eastern District of New York to extend its exclusivity periods to file a plan of reorganization and disclosure statement to August 12, 2025. This is the Debtor's first request for an extension of the time period to file a plan of reorganization and disclosure statement ("Exclusivity period"). The Debtor simply needs time to reorganize its business operations, to reach an agreement with the FLSA creditors, to obtain Court approval for the settlement terms and thereafter to file a plan of reorganization and disclosure statement, offering treatment to all creditors of the estate. The Debtor explains that the requested extensions of the time period to file a plan and disclosure statement will not harm any economic stakeholder. Rather, the time will be used to resolve claims filed in this case. Moreover, should any events occur or there be a significant change in circumstances, a party in interest may move to reduce the time period to file a plan. The Debtor asserts that it has responded to the exigent demands of its chapter 11 case and has worked diligently, to advance the reorganization process. Advanced Domino should be afforded a full, fair, and reasonable opportunity to negotiate, propose, file, and solicit acceptance of its chapter 11 plan. The Debtor further asserts that the extension of time period to file a plan and disclosure statement will enable the Debtor to harmonize the diverse and competing interests that exist and seek to resolve any conflicts in a reasoned and balanced manner for the benefit of all parties in interest. Advanced Domino Inc. is represented by: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 About Advanced Domino Advanced Domino Inc., doing business as Domino Supermarket, is a grocery store in Brooklyn, NY that offers a variety of food and household items for local residents. Advanced Domino Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-44263) on October 15, 2024. In the petition filed by Victoria Salkinder, as CEO, the Debtor reports total assets of $800,667 and total liabilities of $1,219,101. The Honorable Bankruptcy Judge Elizabeth S. Stong handles the case. The Debtor is represented by Alla Kachan, Esq. at LAW OFFICES OF ALLA KACHAN, P.C. AGEAGLE AERIAL: Thomas John Corley Holds 3.7% Stake --------------------------------------------------- Thomas John Corley disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of February 14, 2025, he beneficially owned 420,069 shares of AgEagle Aerial Systems Inc.'s common stock, representing 3.7% of the 11,234,057 outstanding shares as of February 13, 2025. Mr. Corley may be reached at: Thomas Corley 132 Washington Place State College, PA 16801 A full-text copy of Mr. Corley's SEC Report is available at: https://tinyurl.com/yb7zau66 About AgEagle AgEagle Aerial Systems Inc. is headquartered in Wichita, Kansas, and operates through its wholly-owned subsidiaries, focusing on designing and delivering top-tier drones, sensors, and software to address critical customer needs. Founded in 2010, AgEagle initially pioneered proprietary, professional-grade, fixed-wing drones and aerial imagery-based data collection and analytics solutions for the agriculture sector. Today, the company is recognized as a globally respected market leader, offering customer-centric, advanced, autonomous unmanned aerial systems (UAS) that generate revenue at the intersection of flight hardware, sensors, and software across industries, including agriculture, military/defense, public safety, surveying/mapping, and utilities/engineering. AgEagle has achieved numerous regulatory milestones, including government approvals for its commercial and tactical drones to fly Beyond Visual Line of Sight (BVLOS) and/or Operations Over People (OOP) in the United States, Canada, Brazil, and the European Union. It has also received Blue UAS certification from the Defense Innovation Unit of the U.S. Department of Defense. More information can be found at www.ageagle.com. Orlando, Florida-based WithumSmith+Brown, PC, the company's auditor since 2020, issued a "going concern" qualification in its report dated April 1, 2024, citing recurring losses from operations, cash usage exceeding its current cash position, and an accumulated deficit as factors raising substantial doubt about the company's ability to continue as a going concern. ALGORHYTHM HOLDINGS: Welcomes Alex Andre as Chief Financial Officer ------------------------------------------------------------------- Algorhythm Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Richard Perez was terminated as Chief Financial Officer effective February 13, 2025. Mr. Perez's termination as Chief Financial Officer was not the result of any disagreements with the Company regarding any matters related to its operations, policies, practices, or otherwise. On the same date, the Board of Directors of the Company appointed Alex Andre, 50, as Chief Financial Officer and General Counsel of the Company. Mr. Andre brings nearly 25 years of executive management, financial, legal and operational experience to Algorhythm Holdings. For the past 18 years, he has served as the Chief Financial Officer for high-growth, public and private companies operating in a variety of industries and ranging in size from pre-revenue to hundreds of millions of dollars in revenue. In most instances, he also served as their General Counsel. Mr. Andre most recently served as the Chief Financial Officer of Lemnature AquaFarms Corporation, a plant-based ingredients manufacturer for the food, beverage and nutrition markets. Prior to that, he served as the Chief Financial Officer and General Counsel of M.H. Enterprises, the owner and franchisor of the Teriyaki Madness® restaurant brand that had more than 115 fast-casual restaurants operating across the country and internationally. Before that, he served as the Chief Financial Officer and General Counsel of ARC Group, Inc., a national, publicly-traded restaurant holding company that, directly and through affiliated entities, owned restaurants operating across six different brands that he helped grow from $20M to $215M in annualized revenue during his time there. Earlier in his career, Mr. Andre served as an accountant for KPMG LLP before serving as a corporate & securities attorney for regional and international law firms. Gary Atkinson, the Company's CEO, commented, "I'm excited to have Alex join our management team. He has a proven record over two decades of financial and legal leadership across a multitude of public and private complex enterprises. I'm confident he can help us accelerate our strategic shift into high growth opportunities with SemiCab. Alex's experience in organizations that have been through this stage of growth will be an asset for our organization." "I am very excited to join Algorhythm Holdings at such an exciting time," stated Mr. Andre. "The Company has incredible opportunities in front of it, both organic and inorganic, that set the stage for an aggressive growth phase. I look forward to implementing operational excellence and rigor across the organization by ensuring that we have the governance, process, technology and talent in place to facilitate our expected growth. I also look forward to working with Gary and the team to continue building on the momentum the Company has achieved and creating value for our shareholders." In connection with his appointment as Chief Financial Officer and General Counsel, on February 12, 2025, Mr. Andre entered into an employment agreement with the Company pursuant to which his employment with the Company would commence on February 13. Pursuant to the Agreement, the Company agreed to pay Mr. Andre an annual base salary of $275,000, which shall automatically increase to $300,000 on the six-month anniversary of the Effective Date. The Agreement provides that Mr. Andre will receive a non-qualified stock option to purchase 23,818 shares of the Company's common stock and a restricted stock award for 23,818 shares of the Company's common stock on February 13, 2025. The Option has a ten-year term, subject to any earlier termination following cessation of Mr. Andre's service to the Company, and an exercise price per share equal to the closing price of the Company's common stock as reported by the Nasdaq Capital Market on February 13, 2025. The Restricted Stock Award and Option shall each vest over four years as follows: (a) 25% of the shares underlying the Restricted Stock Award and Option shall vest on the first anniversary of the grant date; and (b) 6.25% of the shares underlying the Restricted Stock Award and Option shall vest each quarter thereafter, subject to Mr. Andre's continued service with the Company through each applicable vesting date. The grant of the Option and Restricted Stock Award are being made to Mr. Andre as an inducement material to him to accept employment with the Company and are being granted outside of the Company's 2022 Equity Incentive Plan, as amended, in accordance with Nasdaq Listing Rule 5635(c)(4). There are no arrangements or understandings between Mr. Andre and any other person pursuant to which he was appointed as Chief Financial Officer and General Counsel of the Company. There are no family relationships between Mr. Andre and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. About Algorhythm Holdings Algorhythm Holdings, Inc., fka The Singing Machine Company, Inc. -- http://www.singingmachine.com/-- is a holding company for an AI enabled software logistics business operated through its SemiCab Holding subsidiary and a home karaoke consumer products company that designs and distributes karaoke products globally to retailers and ecommerce partners through the Singing Machine subsidiary. Headquartered in Fort Lauderdale, Fla., the Company had $12,367,000 in total assets, $13,239,000 in total liabilities, and $872,000 in total stockholders' deficit as of June 30, 2024. The Company had cash on hand of approximately $1,245,000 as of June 30, 2024, which is not sufficient to fund the Company's planned operations through one year after the date the consolidated financial statements are issued. The Company has a recent history of recurring operating losses and decreases in working capital. The Company said these factors create substantial doubt about the Company's ability to continue as a going concern for at least one year after the date that the Company's audited consolidated financial statements are issued. ALTISOURCE PORTFOLIO: S&P Ups ICR to 'CCC+' on Lower Cash Interest ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Altisource Portfolio Solutions S.A. to 'CCC+' from 'SD'. S&P said, "We also assigned our 'B' issue-level rating and '1' recovery rating to the new $12.5 million senior secured debt (super senior facility), 'CCC-' issue-level rating and '6' recovery rating to the new $160 million senior subordinated debt (new first lien loan), and withdrew our ratings on the company's exchanged senior secured term loan, which was rated 'D'. "The stable outlook reflects our expectation that over the next 12 months, while we expect Altisource to generate positive cash flow from operations, we believe its liquidity will remain constrained and the company will remain dependent on favorable financial and economic conditions to meet its financial commitments. "The debt exchange has improved Altisource's liquidity and interest coverage because of the debt reduction, interest savings, and maturity extension. We expect the cash savings from lower interest and the company's improving financial performance will help Altisource generate positive cash flow from operations. Pro forma for the debt exchange, we expect EBITDA interest coverage to remain above 1x. However, we continue to view Altisource's countercyclical business model as dependent on financial and economic conditions that are favorable to it. "We expect Altisource's liquidity to remain constrained. As of Sept. 30, 2024, cash on balance sheet was $28 million. In addition, 75% of excess cash flow will be used to repay debt going forward, as long as cash on balance sheet is over $30 million. While this could result in lower debt principal and further interest savings, we don't expect liquidity to increase materially above $30 million for the next 12-24 months. "The stable outlook reflects our expectation that over the next 12 months, while we expect Altisource to generate positive cash flow from operations, we believe its liquidity will remain constrained and the company will remain dependent on favorable financial and economic conditions to meet its financial commitments." S&P could lower the ratings over the next 12 months if: -- S&P believes Altisource has insufficient liquidity to sustain 12 months of operations; or -- The company executes exchange offers or debt restructuring on its debt that S&P views as distressed. S&P could raise the ratings over the next 12 months if it believes Altisource will sustain positive cash flow from operations, EBITDA interest coverage comfortably above 1.5x, and the company's business environment improves. An upgrade also depends on Altisource maintaining adequate liquidity over the next 12 months while repaying debt with excess cash flow. ALTISOURCE PORTFOLIO: Shareholders Approve Equity Plan Amendment ---------------------------------------------------------------- Altisource Portfolio Solutions S.A. held an extraordinary general meeting of shareholders on February 18, 2025, during which shareholders approved: (i) The proposal to approve, as required by applicable Nasdaq Stock Market listing rules, the issuance by the Board of Directors of shares of the Company's common stock in exchange for the contribution to the Company from lenders under the Company's current debt facility of a portion of the Company's outstanding debt. (ii) The amendment of the Company's Amended and Restated 2009 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance under the 2009 Equity Incentive Plan by 4,645,875 shares from 11,666,667 shares to 16,312,542 shares. On the same date, the Company held the Extraordinary Meeting followed by the Special Meeting, during which shareholders: (i) Approved the amendment to Article 5 of the Company's Amended and Restated Articles of Incorporation to: (a) cancel the nominal value of all existing shares of the Company's common stock, and (b) decrease the par value of the Company's common stock from US$1.00 per share to US$0.01 per share through a decrease of the share capital of the Company by an amount of US$30,477,057.93 without cancellation of shares of the Company's common stock, in order to bring the share capital of the Company from its current amount of US$30,784,907 to an amount of US$307,849.07 represented by 30,784,907 shares of the Company's common stock without designation of nominal value, and by allocating US$30,477,057.93 derived from the share capital decrease to the share premium account of the Company (ii) Approved the increase in the number of shares the Board of Directors of the Company is authorized to issue from 100,000,000 to 250,000,000 and the renewal of the authority of the Board of Directors to issue shares by (i) approving an amendment to Article 6 of the Articles to renew and amend the authorization of the Board of Directors of the Company to (a) issue shares of the Company's common stock, within the limits of the Company's authorized share capital of up to US$2,500,000 divided into 250,000,000 shares of the Company's common stock without nominal value and, (b) issue any warrants, options, or other similar instruments exercisable into shares and rights to subscribe for shares and set the terms and conditions of these instruments, each for a term of five years and, in connection with any such issuance, to limit or cancel the preferential subscription rights of shareholders, and (ii) acknowledging receipt of the report issued by the Board of Directors of the Company pursuant to article 420-26 (5) of the Luxembourg Law of 10 August 1915 on commercial companies, as amended. About Altisource Headquartered in Luxembourg, Altisource Portfolio Solutions S.A. -- https://www.Altisource.com/ -- is an integrated service provider and marketplace for the real estate and mortgage industries. Combining operational excellence with a suite of innovative services and technologies, Altisource helps solve the demands of the ever-changing markets it serves. As of September 30, 2024, Altisource had $144.5 million in total assets, $293.2 million total liabilities, and $148.7 million in total deficit. * * * Egan-Jones Ratings Company, on September 27, 2024, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Altisource Portfolio Solutions S.A. to CCC from CCC+. In December 2024, S&P Global Ratings lowered its Company credit rating on Altisource Portfolio Solutions S.A. to 'CC' from 'CCC+' and its issue rating on the senior secured term loan to 'C' from 'CCC-'. AMERICAN AIRLINES: Fitch Affirms 'B+' IDR, Outlook Stable --------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) for American Airlines Group, Inc. and its main operating subsidiary, American Airlines, Inc. (collectively, American) at 'B+'. The Rating Outlook is Stable. Fitch has also affirmed the term loan issued by AAdvantage Loyalty IP Ltd. at 'BB+' with a Recovery Rating of 'RR1'. This follows the proposed amendment in amortization profile of the term loan from a fully amortizing structure to a customary minimal term loan amortization of 1% annually. This results in a change of applicable rating criteria from the Future Flow Securitization Rating Criteria to the Corporate Recovery Criteria. Fitch has affirmed American's other senior secured ratings at 'BB'/'RR2'. American's ratings are supported by its robust business profile and strong competitive position in the consolidated U.S. airline industry. American's credit metrics remain pressured by operating margin underperformance relative to peers. The Stable Outlook incorporates Fitch's expectations for leverage to trend lower over time. Key Rating Drivers Margin Underperformance: Fitch is projecting roughly flat operating margins for American in 2025 and 2026. The forecast assumes low single-digit unit revenue improvement supported by a healthy travel environment and American's recovery in corporate travel, offset by unit cost pressures that include wages and higher unit costs driven by increasing utilization of the regional jet fleet. Fitch expects American will continue to underperform its network peers, United and Delta. There is potential for improvement beyond 2025 as the company starts to see benefits from its renewed co-branded credit card agreement with Citi and as some cost pressures ease. Leverage Temporarily Elevated: Fitch calculates American's EBITDAR leverage at roughly 5.2x at YE 2024, above Fitch's negative leverage sensitivity, but modestly below its prior forecast. Fitch expects leverage to decline over the longer term, trending toward the mid 4x range over the next two years, primarily driven by debt reduction. Fitch views American's focus on paying down debt as supportive of the rating. The company reached its prior goal of reducing total debt by $15 billion (including pension liabilities) from peak levels ahead of schedule. It also moved up its prior goal of bringing total debt below $35 billion by a year from YE 2028 to YE 2027 and is publicly committed to achieving 'BB' credit ratings. Fitch views American's debt reduction goal as achievable given projected FCF over the next three years. Positive FCF: Manageable capex over the next several years will aid American's efforts to generate FCF. Aircraft deliveries are manageable for the foreseeable future, as American completed its fleet renewal program prior to the pandemic. The company has guided to capital spending of $3 billion-3.5 billion in 2025, a level that is remains lower than its peers. Fitch expects American will generate low single digit FCF margins for the next three years, allowing the company to focus on its debt reduction goals. Supportive Industry Dynamics: Fitch views the industry backdrop as favorable in 2025 supported by solid demand trends and moderating capacity growth by certain carriers. Passenger growth momentum starting in the back half of 2024 and into the first quarter of 2025 indicates a continued healthy overall demand for travel in the U.S. Meanwhile, profitability headwinds and aircraft constraints are informing limited capacity growth decisions from the likes of Southwest and JetBlue. For instance, Southwest expects to grow capacity at only 1%-2% annually until it reaches target return metrics. Financial flexibility: American's financial flexibility remains supportive of the rating. At YE 2024, American maintained over $10 billion in total liquidity. It also has a material balance of unencumbered assets that can be leveraged to bolster liquidity if needed. American's loyalty program debt financing also amortizes rapidly in the coming years, freeing up the potential to re-tap those assets. Debt payments are material, totaling between $4.2 billion and $5.3 billion annually between 2025 and 2028. Fitch views American's maturities as manageable given current liquidity, projected FCF, and available assets. Derivation Summary American is rated one or two notches below its network peers United Airlines (BB-/Positive) and Air Canada (BB/Stable). The rating differential reflects lower leverage and moderately better profit margins for both peers. In the near-term, Fitch expects United and Air Canada's adjusted leverage to remain in the mid-3x range, compared to around 5x-6x for American. Leverage differences are partly countered by better FCF generation prospects for American relative to United, driven by its more limited upcoming capital spending requirements. Business profiles are similar for American and United. While Air Canada is smaller and more exposed to long-haul traffic than its U.S. peers, it benefits from operating in a largely duopolistic market. American is rated one notch above JetBlue (B/Stable). JetBlue's ratings suffer from elevated leverage driven by weak profitability, along with a more difficult competitive position as a smaller operator in a consolidated market. Key Assumptions - Low- to mid-single digit annual traffic growth; - Unit revenues increasing in the low single digits; - Jet Fuel prices averaging around $2.60/gallon through the forecast period; - Non-fuel unit costs up around 4.5% in 2025 and rising in the low single digits thereafter; - Capital spending in line with the company's public forecasts; - SOFR is assumed at 4.25% in 2025 and 4% thereafter. Recovery Analysis Fitch's recovery analysis assumes that American would be reorganized as a going concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which it bases the enterprise valuation. Fitch uses a GC EBITDA estimate of $5.5 billion and a 5.0x multiple generating an estimated GC enterprise valuation (EV) of $27.5 billion. The GC EBITDA estimate is reflective of a scenario in which an American bankruptcy is driven by an untenable capital structure. Fitch would not anticipate American shrinking in a material way in a reorganization due to the company's strong position in key hubs and its young asset base. Fitch's estimate considers a scenario where margins are structurally lower than historical precedents potentially due to a combination of higher operating costs (labor, fuel, etc.). and increasing competition. An EV multiple of 5.0x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: historical bankruptcy case studies with exit multiples for peer companies ranging from 3.1x to 6.8x. The selection of a multiple towards the mid-point of the range is supported by American's large scale and its entrenched position in key hubs. These assumptions lead to an estimated recovery of 'RR1' for American's loyalty program debt and recovery of 'RR2' for senior secured debt positions. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Adjusted debt/EBITDAR sustained above 5x or EBITDAR/gross interest + rent trending below 1.5x; - Total liquidity falling toward or below $8 billion absent a corresponding decrease in outstanding debt; - EBITDAR margins deteriorating to the low double-digit range; - Persistently negative or negligible FCF. Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Continued progress toward American's stated debt reduction goals, bringing adjusted debt/EBITDAR towards or below 4x; - EBITDAR/gross interest + rent trending toward 2.5x; - Sustained neutral FCF or higher. Liquidity and Debt Structure Liquidity Remains Solid: As of Dec. 31, 2024, American held $10.3 billion in liquidity, consisting of $6.2 billion liquid short-term investments, $804 million in cash and cash equivalents, and full availability on their $3.3 billion aggregate revolving credit facilities predominantly maturing in 2029. Total liquidity, including undrawn revolver capacity, is equivalent to 18.8% of LTM revenue.. Liquidity is within American's medium-term target of $10 billion-12 billion, and provides significant cushion against near-term market weakness. Principal payments remain around $4 billion-$5 billion annually through 2028. Refinancing risk has decreased over the past year as American has taken steps to address its 2025 debt tower, which once stood at over $9 billion. Fitch expects American to address maturities through a combination of FCF and borrowing against new deliveries. The company also has options to leverage unencumbered assets or to re-tap existing secured financings if needed to address debt payments as they come due. Issuer Profile American Airlines is one of three large network air carriers in the United States and is one of the largest airlines in the world as measured by available seat miles. 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 ----------- ------ -------- ----- American Airlines Group Inc. LT IDR B+ Affirmed B+ AAdvantage Loyalty IP Ltd. senior secured LT BB+ Affirmed RR1 BB+ American Airlines, Inc. LT IDR B+ Affirmed B+ senior secured LT BB Affirmed RR2 BB AMERICAN AIRLINES: Repriced Term Loan No Impact on Moody's B1 CFR ----------------------------------------------------------------- Moody's Ratings said that American Airlines Group Inc.'s (B1 stable) plans to reprice the $2.275 million term loan due 2028 borrowed by its subsidiary AAdvantage Loyalty IP Ltd. (Ba1 stable) and reduce the required amortization are credit positive, but will not materially impact American's credit profile and ratings, which remain unchanged. The proposed repricing is expected to lower the SOFR margin by 250 basis points (bps) to 225 bps from the current 475 bps margin, and also eliminate the credit spread adjustment. Assuming all lenders consent to the proposed repricing, Moody's estimates the interest savings to be about $60 million annually. In addition to the repricing, American is also looking to reduce the required amortization on the term loan to 1% per annum, down from the current 20% amortization. This would align the required amortization on the loyalty financing more closely to peers. The reduced amortization will generate about $675 million in additional cash flow annually, which Moody's expects will be used to reduce higher coupon debt. The transaction will not impact American's financial leverage, which stood at 6.3x at the end of 2024. American's B1 corporate family rating continues to reflect its strong business profile, supported by its expansive domestic and international networks, improved airline operations, Moody's expectations that credit metrics will strengthen through 2025 and the company's very good liquidity. The rating also reflects its high financial leverage relative to peers and cross-sector B1 rated companies. Moody's expects the company to continue to repay debt, which along with moderate earnings improvement will help improve debt/EBITDA to near 6x by the end of 2025. Cost inflation, particularly for labor, and the limited ability to raise fares because of the increased competitive dynamics in the US domestic market will constrain growth in operating margin. American Airlines Group Inc. is the holding company for American Airlines, Inc. and regional subsidiaries, Envoy, PSA and Piedmont. Revenue was $54.2 billion in 2024. AMITY COURT: Gets Interim OK to Use Cash Collateral --------------------------------------------------- Amity Court, LLC received interim approval from the U.S. Bankruptcy Court for the Eastern District of Washington to use the cash collateral of Axos Bank. The Debtor requires the use of cash collateral to pay its property manager, utilities, taxes, and other operating expenses. As protection for the use of its cash collateral, Axos Bank was granted first-priority senior replacement security interests in and liens on its pre-bankruptcy collateral and certain property acquired by the Debtor after its Chapter 11 filing. The Debtor's authority to use cash collateral terminates on the earlier of (i) July 31, 2025, unless extended by agreement of the Debtor and the secured creditor or order of the court; or (ii) if an event of default occurs and is not cured. An event of default occurs if the Debtor fails to comply with the term of the interim order and if the Debtor's Chapter 11 case is dismissed or converted to one under Chapter 7. A final hearing is scheduled for March 28. The Debtor owns a two-storey 17,286-square-foot office building located at 14400 Bellevue-Redmond Road, Bellevue, Wash. An appraisal prepared on September 30 last year by Colliers International, which Axos caused to be prepared, values the property at $7.780 million. The property secures financing in an original principal amount of $5 million. Axos asserts a first-position and properly perfected security interest in the real property and improvements comprising the property, all leases of units in the property, all income generated from such leases, and personal and fixtures pursuant to RCW 62A-9A. About Amity Court LLC Amity Court, LLC is the owner of the property situated at 14400 Northeast Bellevue-Redmond Road, Bellevue, Wash., which has an appraised value of $7.78 million. Amity Court filed Chapter 11 petition (Bankr. E.D. Wash. Case No. 25-00240) on February 11, 2025, listing total assets of $7,988,279 and total liabilities of $5,775,823. Judge Whitman L. Holt handles the case. The Debtor is represented by James L. Day, Esq., at Bush Kornfeld, LLP. Axos Bank, as lender, is represented by: Brian T. Peterson, Esq. K&L Gates LLP 925 Fourth Avenue, Suite 2900 Seattle, WA 98104-1158 Telephone: (206) 623-7580 Email: brian.peterson@klgates.com ANCORA SERVICES: Plan Confirmation Hearing Scheduled for April 4 ---------------------------------------------------------------- Judge Michael M. Parker of the United States Bankruptcy Court for the Western District of Texas ordered that the following dates are established pursuant to the scheduling order with respect to Ancora Services Corporation's Small Business Debtor's Plan Dated February 18, 2025: (a) The date by which holders of claims and interests may accept or reject the Plan is April 2, 2025: (b) The date on which an equity security holder or creditor whose claim is based on a security must be the holder of record of the security in order to be eligible to accept or reject the Plan is April 2, 2025. (c) The date by which Debtor’s counsel must mail a copy of the Plan, notice of the time within which the holders of claims and interests may accept or reject the Plan, and notice of the date for the hearing on confirmation is March 7, 2025. The hearing on confirmation of the Plan is scheduled for April 9, 2025 at 9:30 a.m. before the United States Bankruptcy Court of the Western District of Texas, at 615 E. Houston St., Courtroom No. 1, San Antonio. Texas 782085. The Debtor must file its ballot summary no later than April 4, 2025. A copy of the Court's decision is available at https://urlcurt.com/u?l=836uoG from PacerMonitor.com. About Ancora Services Corporation Ancora Services Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 24-52323) on November 18, 2024, with $1 million to $10 million in assets and $500,001 to $1 million in liabilities. Carlos Arteaga, president of Ancora, signed the petition. Judge Michael M. Parker oversees the case. Heidi McLeod, Esq., at Heidi McLeod Law Office, PLLC, represents the Debtor as bankruptcy counsel. ANTIGONE SKOULAS: Gets Interim OK to Use Cash Collateral -------------------------------------------------------- Antigone Skoulas D.D.S., Inc. received interim approval from the U.S. Bankruptcy Court for the Northern District of California, San Francisco Division, to use its secured creditors' cash collateral until March 13. The Debtor needs to use cash collateral to pay all expenses incurred in the ordinary course of business consistent with its budget. This cash collateral includes pre-bankruptcy accounts receivable. As protection, secured creditors, including California Bank of Commerce, Ascentium Capital, LLC and the U.S. Small Business Administration will be granted replacement liens on the accounts receivable and other post-petition assets of the Debtor, to the same extent and with the same validity and priority as their pre-bankruptcy liens. California Bank of Commerce, Ascentium and SBA each asserted a security interest in certain collateral of the Debtor as of the petition date. As of the petition date, the Debtor had outstanding accounts receivable from various insurance providers, for which services have already been rendered to clients in the approximate amount of $27,120, the majority (if not all) of this amount should be collectable, and outstanding accounts receivable from various clients, for which services have already been rendered in the approximate amount of $61,691, the majority (if not all) of this amount is unlikely collectible. The final hearing is scheduled for March 12. About Antigone Skoulas D.D.S. Inc. Antigone Skoulas D.D.S. Inc. is a dental practice in San Francisco specializing in cosmetic and restorative dentistry, offering services like implant restorations, Invisalign, dentures, and TMJ treatment. With a focus on advanced digital technology and artistic expertise, the practice provides compassionate care and exceptional results to help patients achieve their best smiles. Antigone filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 25-30100) on February 9, 2025, listing total assets of $133,991 and total liabilities of $1,568,196. Judge Hannah L. Blumenstiel handles the case. The Debtor is represented by Brent D. Meyer, Esq., at Meyer Law Group, LLP. APPTECH PAYMENTS: Nasdaq Panel Grants Conditional Listing Extension ------------------------------------------------------------------- As previously disclosed, AppTech Payments Corp. received notices from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC on May 9, 2024 and August 21, 2024, respectively, notifying that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires the Company to maintain a minimum bid price of at least $1 per share, and Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500,000 in stockholders' equity for continued listing. On November 6, 2024, the Company received a delisting determination letter from the Staff indicating that the Company had not regained compliance with the Minimum Bid Price Requirement and, accordingly, its securities are subject to delisting from Nasdaq unless the Company timely requests an appeal of its determination before the Nasdaq Hearings Panel by November 13. On November 12, the Company timely requested a hearing before the Panel to appeal the delisting determination by the Staff. On November 22, the Company received a formal notice that the Panel will consider its appeal at an oral hearing on January 14, 2025. The Hearing on this matter was held on January 14, 2025. On February 12, 2025, the Panel issued a written decision to the Company and determined to grant the request of the Company to continue its listing on the Nasdaq, subject to the following conditions: 1. On or before March 31, 2025, the Company shall demonstrate compliance with the Minimum Stockholders' Equity Requirement; 2. On or before March 31, 2025, the Company must file a public disclosure describing any transactions undertaken by the Company to increase its equity and providing an indication of its equity following those transactions; 3. On or before March 31, 2025, the Company must provide the Panel with an update on its fundraising plans, updated income projections for the next 12 months, with all underlying assumptions clearly stated; and 4. On or before May 5, 2025, the Company shall demonstrate compliance with the $1.00 Minimum Bid Price Requirement. The Company is advised by the Panel that May 5, 2025, represents the full extent of the Panel's discretion to grant continued listing while the Company is non-compliant with the Nasdaq Listing Rules. The Company was informed that the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review any Panel decision within 45 calendar days after issuance of the written decision. If the Listing Council determines to review the decision made by the Panel, it may affirm, modify, reverse, dismiss or remand the decision to the Panel. The Company will be immediately notified in the event the Listing Council determines that this matter will be called for review. About AppTech Payments Corp. Headquartered in Carlsbad, California, AppTech Payments Corp. -- www.apptechcorp.com -- provides digital financial services for financial institutions, corporations, small and midsized enterprises, and consumers through the Company's scalable cloud-based platform architecture and infrastructure, coupled with its Specialty Payments development and delivery model. AppTech maintains exclusive licensing and partnership agreements in addition to a full suite of patented technology capabilities. San Diego, California-based DBBMcKennon, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has limited revenues and has suffered recurring losses from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of September 30, 2024, AppTech Payments had $6.6 million in total assets, $5.2 million in total liabilities, and $1.4 million in total stockholders' equity. AQUA METALS: Director Eric Gangloff Holds 257,200 Shares -------------------------------------------------------- Eric John Gangloff, Director of Aqua Metals, Inc., disclosed in a Form 3 filed with the U.S. Securities and Exchange Commission that as of February 13, 2025, he beneficially owned 57,200 shares of common stock directly and holds an indirect beneficial ownership interest in 200,000 shares of common stock through a Common Stock Purchase Warrant exercisable at $1.92 per share, owned by Gangloff & Associates Inc. A full-text copy of Mr. Gangloff's SEC Report is available at: https://tinyurl.com/muncnrba About Aqua Metals Headquartered in Reno, Nevada, Aqua Metals, Inc. (NASDAQ: AQMS) -- www.aquametals.com -- is reinventing metals recycling with its patented AquaRefining technology. Aqua Metals is focused on developing cleaner and safer metals recycling through innovation. The Company is also exploring additional novel applications of AquaRefining across metals recycling industries at its Innovation Center, including recycling emerging battery chemistries and opportunities to develop additional products for sale to customer specifications. New York, New York-based Forvis, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has incurred substantial operating losses and negative cash flows from operations since inception that raise substantial doubt about its ability to continue as a going concern. As of September 30, 2024, Aqua Metals had $28.5 million in total assets, $7.6 million in total liabilities, and $20.9 million in total stockholders' equity. AR ACQUISITIONS: Hires Western Washington Law Group as Counsel -------------------------------------------------------------- AR Acquisitions, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Western Washington Law Group, PLLC as counsel. The firm's services include: a. advising the Debtor concerning its powers and duties as a Debtor in possession and in the administration of the estate; b. assisting the Debtor in the investigation of the financial affairs of the Estate; c. assisting in the formulation of a reorganization plan; d. preparing on behalf of Debtor all appropriate and necessary motions, applications, responses, replies, answers, orders, reports, and other papers and pleadings in support and furtherance of the Chapter 11 case; e. assisting Debtor in review of all claims and in determination of all issues associated with distribution on allowed claims; f. taking necessary action to avoid any liens subject to Debtor's avoidance; and g. performing any and all other legal services for Debtor as may be necessary in this bankruptcy case. The firm will be paid at these rates: Attorney Dennis J. McGlothin $450 per hour Attorney Robert Cadranell $395 per hour Paralegal Kelly D'Ettorre $150 per hour The firm received a fee and cost advance from the Debtor in the amount of $2,500, of which $1,738 was used to pay the filing fee. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Dennis J. McGlothin, Esq., a partner at Western Washington Law Group, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Dennis J. McGlothin, Esq. Western Washington Law Group, PLLC 10485 NE 6TH St. #1820 Bellevue, WA 98004 Tel: (425) 728-7296 Fax: (206) 527-7100 About AR Acquisitions, LLC AR Acquisitions, LLC, a company in Bellevue, Wash., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-12986) on November 22, 2024. In the petition, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Christopher M. Alston oversees the case. The Debtor is represented by Dennis McGlothin, Esq., at Western Washington Law Group PLLC. ARCUTIS BIOTHERAPEUTICS: Reports Lower Net Loss of $140M in 2024 ---------------------------------------------------------------- Arcutis Biotherapeutics, Inc., filed its Annual Report on Form 10-K with the Securities and Exchange Commission, reporting a net loss of $140.04 million on total revenues of $196.54 million for the year ending December 31, 2024. This represents an improvement over the previous year, when the Company experienced a net loss of $262.14 million on revenues of $59.61 million. As of Dec. 31, 2024, the Company had $348.89 million in total assets, $191.35 million in total liabilities, and $157.54 million in total stockholders' equity. The Company has incurred significant losses and negative cash flows from operations since its inception and had an accumulated deficit of $1,121.9 million and $981.9 million as of Dec. 31, 2024 and 2023, respectively. Management expects to continue to incur operating losses. The Company had cash, cash equivalents, restricted cash, and marketable securities of $228.6 million and $272.8 million as of Dec. 31, 2024 and 2023, respectively. The Company has $100.0 million outstanding under the Loan Agreement as of Dec. 31, 2024. "The Company believes that its existing capital resources will be sufficient to meet the projected operating requirements for at least 12 months from the date of issuance of its financial statements. If the Company's available cash, cash equivalents and marketable securities and anticipated future cash flows from operations are insufficient to satisfy its liquidity requirements, the Company may need to raise additional capital to fund its operations. No assurance can be given as to whether additional needed financing will be available on terms acceptable to the Company or at all. If sufficient funds on acceptable terms are not available when needed, the Company may be required to curtail certain planned activities. Failure to manage discretionary spending or raise additional funds, as needed, may adversely impact the Company's ability to achieve its intended business objectives and have an adverse effect on its results of operations and future prospects," the Company stated in the report. Management Comments "Our success in 2024 was driven by growing ZORYVE momentum, including commercial launches for two new indications for ZORYVE, and our pricing and access strategy that led to strong commercial and government reimbursement. ZORYVE is the number one prescribed branded non-steroidal topical, due to its compelling value proposition of effectively and safely relieving multiple inflammatory skin conditions anywhere on the body for any duration," said Frank Watanabe, president and chief executive officer, in a separate press release. "We are also continuing to advance our product pipeline and, along with strong stewardship of our financial resources and management of expenses, we believe we are well positioned to realize our mission of addressing unmet needs and the lack of innovation in medical dermatology." The complete text of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1787306/000178730625000029/arqt-20241231.htm About Arcutis Headquartered in Westlake Village, California, Arcutis Biotherapeutics, Inc. -- www.arcutis.com -- is a commercial-stage biopharmaceutical company focused on developing and commercializing treatments for dermatological diseases with high unmet medical needs. The Company's current portfolio is comprised of highly differentiated topical and systemic treatments with significant potential to treat immune-mediated dermatological diseases and conditions. The Company believes it has built a leading platform for dermatologic product development and commercialization. The Company's strategy is to focus on validated biological targets, and to use its drug development platform and deep dermatology expertise to develop and commercialize differentiated products that have the potential to address the major shortcomings of existing therapies in our targeted indications. The Company believes this strategy uniquely positions it to rapidly advance its goal of bridging the treatment innovation gap in dermatology, while maximizing its probability of technical success and financial resources. The Company launched its lead product, ZORYVE (roflumilast) cream 0.3% (ZORYVE cream 0.3%) in August 2022 after obtaining its initial U.S. Food and Drug Administration (FDA) approval for the treatment of plaque psoriasis, including psoriasis in the intertriginous areas (e.g. groin or axillae), in individuals 12 years of age or older. ARTEAGA DENTAL: No Decline in Patient Care, 1st PCO Report Says --------------------------------------------------------------- Tamar Terzian, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Central District of California her first interim report regarding the quality of patient care provided by Arteaga Dental Corporation. The PCO noted that the patient records are securely maintained, are complete and are also electronic. Each record shows the signature of the patient who has received Privacy Policy information, Patient Rights information, as well as a Dental Fact sheet explaining the reasons and effects of the visit. The PCO cited responsive and helpful interactions between patients in reception, on phone, and in rooms. It is reported that the business treats families, including children. Ms. Terzian noted that the office is clean, well-stocked with proper covers and supplies. Cleaning services are nightly. The equipment is maintained per schedule and repairs or services are logged. Arteaga Dental is compliant with OSHA standards. The PCO finds that all care provided to patients by Arteaga Dental is within the standard of care. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=MdHbGu from PacerMonitor.com. The PCO may be reached at: Tamar Terzian, Esq. tterzian@hansonbridgett.com Hanson Bridgett, LLP 601 W. 5th Street Suite 300 Los Angeles, CA 90071 Tel: (323) 210-7747 About Arteaga Dental Corporation Arteaga Dental Corporation is primarily engaged in the private or group practice of general or specialized dentistry or dental surgery. Arteaga Dental Corporation sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-16441) on October 28, 2024, listing between $50,001 and $100,000 in assets and between $1 million and $10 million in liabilities. Anamaria Arteaga, chief executive officer of Arteaga Dental Corporation, signed the petition. Judge Wayne E. Johnson oversees the case. Lewis R. Landau, Esq., serves as the Debtor's bankruptcy counsel. ASBURY AUTOMOTIVE: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed Asbury Automotive Group, Inc.'s Long-Term Issuer Default Rating (IDR) at 'BB'. The Rating Outlook is Stable. On Feb. 18, 2025, Asbury signed a definitive agreement to acquire automotive dealerships from The Herb Chambers Companies (HCC) for $1.34 billion. In 2024, HCC generated $2.9 billion in revenue and will expand Asbury's scale and presence in the Northeast. The transaction is expected to close in 2Q25, pending OEM approvals and other customary closing conditions. Asbury's rating reflects its top-five position in the auto dealership industry, with projected revenue of almost $20 billion and EBITDA of around $1 billion (pro forma for the HCC acquisition). The rating is supported by good cash flow and balanced gross profit mix across segments, which limits sensitivity to the cyclical vehicle market. Although HCC is a leveraging transaction, Fitch expects EBITDAR leverage to trend within Asbury's rating sensitivities in the high 3x range. Key Rating Drivers Performance Moderating from Peak Levels: In line with Fitch's expectations, Asbury's margins are reversing from historic highs due to increased new vehicle supply. Pro forma for HCC, Fitch expects revenue and EBITDA could stabilize around $20 billion and $1 billion in 2026, with low-to-mid 5% EBITDA margins. This assumes low-single digit new car volume growth will be largely offset by pricing declines. Fitch expects used car supply to remain constrained through 2025. While moderating, these figures surpass 2019 levels due to M&A and pricing improvements. Asbury's operating results in 2020-2022 benefited from large-scale acquisitions, a strong vehicle pricing environment, growth in used car volumes, and increased parts and service spending. EBITDA in 2022 was almost $1.4 billion relative to $335 million in 2019. Despite ongoing new vehicle supply challenges, Asbury's business model demonstrated resilience to the inherently cyclical auto retail industry. Leading Player in Fragmented Industry: Asbury leverages its scale as one of the largest U.S. automotive dealership groups, with good OEM relationships. Pro forma for HCC, the company will operate around 230 franchises, with most located in southeastern and western U.S. regions. HCC expands Asbury's presence in the northeast. Healthy ancillary businesses include parts & service (45% of gross profit) and finance & insurance (25%). Asbury's scale and cash flows allow it to invest in core businesses, M&A, and newer initiatives like its online platform, Clicklane. High Barriers to Entry: Industry incumbents, such as Asbury, benefit from high barriers to entry due to protected franchise agreements that are regulated at both state and federal levels. Additionally, dealerships require significant upfront capital investments for initial construction and working capital. Success in the industry is also predicated on good relationships with financing partners, including automotive captive finance entities, to achieve favorable floorplan financing terms. Medium-Term Strategic Plan: Asbury has extended its goal to exceed $30 billion in sales by five years to 2030 due to macro factors, such as M&A valuation, used vehicle supply, and high interest rates. The company has progressed significantly, increasing sales from $8 billion in 2020 to $20 billion post-HCC acquisition. While Clicklane has been slower to scale, Asbury plans to achieve growth through M&A and organic expansion through technological investments. Fitch views Asbury's investment capability as a competitive advantage over smaller peers. Strong FCF: Asbury's good cash flow generation provides financial flexibility through cycles and allows the company to invest in strategic initiatives, including M&A. In 2023, FCF was around $170 million, impacted by around $600 million in negative working capital, nearly half of which was related to floorplan notes payable. Despite anticipated EBITDA moderation, Fitch expects FCF near $470 million in 2024, $350 million in 2025 and $430 million in 2026, assuming neutral working capital and that the HCC acquisition closes in 2Q25. Reasonable Leverage: Asbury plans to finance the HCC acquisition with a combination of revolver borrowings, mortgage debt and cash. Fitch projects pro forma EBITDAR leverage to be in the high 3x range in 2025 and 2026, an increase from the low-3x range in 2024 but within Fitch's expectations for the rating. Fitch expects the company to focus on debt reduction in the near-term, and manage its balance sheet over time in line with its net leverage target range of 2.5x to 3.0x (around 3.5x on a Fitch-defined EBITDAR leverage basis). Derivation Summary Asbury's peers include AutoNation, Inc. (BBB-/Stable), Sonic Automotive, Inc. (BB/Stable) and AutoZone Inc. (BBB/Stable). Asbury, AutoNation, and Sonic are leading players in the U.S. auto dealership industry for new and used vehicles, offering parts, services, financing, and insurance. This diversification results in a more balanced gross profit mix, limiting operational sensitivity to the cyclical nature of the vehicle market. Auto dealers have low margins, with Fitch expecting AutoNation and Asbury to generate mid-single-digit EBITDA margins in 2024, surpassing Sonic's low single digits. In terms of financial policy, Fitch expects AutoNation to maintain lower EBITDAR leverage at or below 3.25x, while Asbury and Sonic's EBITDAR leverage is expected to range between 3.75x and 4.25x. AutoZone, differing from the dealership groups, competes in the retail auto parts and accessories aftermarket. Similar to Asbury, AutoZone has a leading position in its industry. However, AutoZone has relatively higher EBITDA margins in the low-20% range and maintains lower EBITDAR leverage, which Fitch expects to trend in the high-2x range. AutoZone's operating trajectory is supported by generally benign competition from direct peers and the industry's resilience to discount and e-commerce competition due to inventory investment requirements, a heavy service component, and purchase immediacy. Key Assumptions - Revenue is expected to increase in the high-single digits to $18.5 billion in 2025 from $17.2 billion in 2024, mainly due to the HCC acquisition expected to close in 2Q25. Fitch expects revenue to increase high-single digits to $20 billion in 2026, reflecting a full year of financial performance from HCC. Organic revenue growth in the low-single digits is expected annually starting in 2026. This assumes that the return of new vehicle inventory will offset continued weakening in new vehicle prices and that used car inventory remains constrained through 2025, although Fitch expects stable results in Asbury's parts & service segment; - EBITDA could remain flat at around $1 billion in 2025, assuming a half year contribution from HCC and a continued reversal to previously strong gross margins. Fitch expects EBITDA to remain in the $1 billion range through 2026; - EBITDA margins could settle in the low-to-mid-5% range in 2026, above the high-4% range seen prior to the pandemic, given expectations of structurally tighter new vehicle supply in the medium term and some benefits to scale after the LHM, Koons and HCC acquisitions; - Capex could increase to around $250 million-$270 million annually in 2025 and 2026 as the company constructs and upgrades facilities, opportunistically acquires properties for dealership relocations, and invests in technology initiatives; - FCF around $350 million in 2025 and $430 million in 2026, given Fitch's EBITDA assumptions, assuming neutral working capital and that the HCC acquisition closes in 2Q25. Fitch expects Asbury to largely use FCF for debt reduction in the near term; - EBITDAR leverage, which averaged around 3x prior to 2021, could increase to the high-3x range in 2025 and 2026 on a pro forma basis due to the HCC acquisition; - Asbury's credit facilities have a floating interest rate structure, and Fitch assumes around 3.5% to 5.0% SOFR base rates over the forecast horizon, given the higher interest rate environment. Asbury's notes have a fixed interest rate structure. Fitch has not incorporated any impacts from the new U.S. administration's potential changes to tariffs, immigration, or taxation in its assumptions. Recovery Analysis Fitch does not employ a waterfall recovery analysis for issuers' assigned ratings in the 'BB' category. The further up the speculative-grade continuum a rating moves, the more compressed the notching between the specific classes of issuances becomes. Fitch rates Asbury's secured ABL facility at 'BBB-' with a Recovery Rating of 'RR1', indicating outstanding recovery prospects (91% to 100%). Asbury's unsecured notes are rated 'BB' with a Recovery Rating of 'RR4', indicating average recovery prospects (31% to 50%). RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weaker-than-expected operating results, resulting in EBITDAR leverage sustained above 4.25x; - Financial policy decisions, including debt-financed M&A or share repurchases, resulting in EBITDAR leverage sustained above 4.25x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDAR leverage sustained below 3.75x through better-than-expected operating performance and/or financial policy actions. Liquidity and Debt Structure As of Sept. 30, 2024, Asbury's liquidity totaled $325 million, including $60 million of cash and equivalents ($56 million held by Total Care Auto), $9 million of short-term investments, and $256 million available under its revolver maturing in 2028. Separately, Asbury had $197 million available in floorplan offset accounts. While additional liquidity is accessible through floorplan facilities, Fitch excludes these from total liquidity resources due to the exclusion of floorplan payables from debt calculations. Total debt was $3.2 billion, comprising $231 million in revolver borrowings, $2.25 billion in unsecured notes due 2028-2032, and $915 million in real estate and mortgage debt. Issuer Profile Asbury Automotive Group, Inc. is a new and used automotive retailer that also provides parts & repair services and finance & insurance products. As of Dec. 31, 2024, the company generated $17.2 billion of revenue and $1 billion of EBITDA. Summary of Financial Adjustments Financial statement adjustments that depart materially from those contained in the published financial statements are disclosed below: - EBITDA is adjusted for stock-based compensation; - Floorplan financing is excluded from total debt and the related floorplan interest expense is treated as an operating cost within cost of goods sold; - Lease-related interest and D&A are reclassified as operating costs in the income statement and as operating cash outflows in the cash flow statement, in accordance with Fitch's Corporate Rating Criteria; - Balance sheet lease liabilities are used as lease-equivalent debt starting in fiscal 2023, in accordance with Fitch's Corporate Rating Criteria dated Dec. 6, 2024. Prior years used an 8x multiple applied to lease expense for lease-equivalent debt. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in it 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 ----------- ------ -------- ----- Asbury Automotive Group, Inc. LT IDR BB Affirmed BB senior unsecured LT BB Affirmed RR4 BB senior secured LT BBB- Affirmed RR1 BBB- ASP UNIFRAX: Fitch Hikes LongTerm IDR to 'CCC' ---------------------------------------------- Fitch Ratings has upgraded ASP Unifrax Holdings, Inc.'s (Alkegen) Long-Term Issuer Default Rating (IDR) to 'CCC' from 'RD' and has withdrawn Alkegen's legacy revolver and term loan. Additionally, Fitch has assigned a 'B' rating and Recovery Rating of 'RR1' to Alkegen's first-out revolving credit facility and 'CCC+'/'RR3' ratings for its first lien term loans and bonds. Fitch has also assigned 'CC'/'RR6' ratings to Alkegen's second lien notes. Alkegen's legacy 2028 secured notes have been affirmed at 'CC'/'RR6' and the company's legacy 2029 unsecured notes upgraded to 'CC'/'RR6' from 'C'/'RR6'. The ratings reflect Alkegen's highly leveraged capital structure after its recent exchange offer and refinancing, and Fitch's expectation for FCF to remain negative throughout the forecast period. The ratings reflect Alkegen's improved liquidity profile with access to undrawn revolver, delayed draw term loan facilities and an extended debt maturity profile. Alkegen's legacy revolver and term loan ratings haven been withdrawn as they are no longer considered relevant to the agency's coverage. Key Rating Drivers Execution of DDE: Alkegen concluded a public debt exchange for its outstanding debt to avoid an eventual probable default, which Fitch believes imposes material reductions in terms for creditors. The transaction included new term loans, notes facilities and a first-out revolving credit facility, fully refinancing existing first-lien term loans and paying down legacy revolver borrowings. Maturities were extended from 2025 to 2029, and additional liquidity was provided. Most holders of Alkegen's secured and unsecured notes due 2028 and 2029 exchanged their notes for new second-lien notes due 2029. Fitch views these transactions as a distressed debt exchange (DDE). It materially reduces terms as existing secured noteholders were offered new second-lien notes, weakening security and claim priority. Additionally, the proposed transaction allows the issuer to avoid a likely eventual default. Absent this exchange offer, Alkegen faced a high probability of default due to weak operating performance, tightening liquidity profile, looming maturities, and unsustainable leverage. Improved Financial Flexibility: Alkegen's financial flexibility is improved pro forma for the transactions, driven by an extended maturity profile and sufficient liquidity. Additionally, the company's liquidity should be sufficient to fund its operations over the next several years, with an undrawn $200 million revolver and $175 million of availability under its DDTL. The extension of maturities also provides it additional runway to improve underlying operations. High Leverage, Weak Coverage: Fitch expects Alkegen's EBITDA leverage to remain above 10x over the forecast horizon, along with continued negative FCF. EBITDA interest coverage is expected to remain at 1.0x in 2024 and tight thereafter. This is despite modest reductions to the issuer's cash interest burden due to the partial payment-in-kind (PIK) option for the company's new debt. Although about half of Alkegen's debt is fixed rate, rising SOFR and higher debt balances from the Lydall and Luyang acquisitions have caused interest expense to climb materially over the past several years. Deteriorating Operating Performance: Alkegen's operating performance continued to weaken in 2024 due to increased price competition in filtration and catalysis products and inconsistent demand, leading to declining revenue and EBITDA. While the company benefitted from cost containment programs that led to moderate sequential EBITDA margin improvements in the first half of 2024, Fitch expects continued market weakness to limit any volume and pricing improvement through 2025. Diversified Platform: Alkegen is well-diversified by end market, customer base, geographic presence and raw material spend. The company operates out of over 60 sites across more than 10 countries and serves over 4,000 customers. Key end markets include industrial applications, chemicals and metals, battery applications, and transportation. Geographic breadth spans across North America, Europe and the Asia-Pacific region. Derivation Summary Alkegen's scale is comparable to SK Mohawk Holdings SARL (CCC), while larger than peers Advancion Holdings (B-/Stable), Kymera International (B-/Stable) and Vantage Specialty Chemicals, Inc. (B/Negative). This illustrates Alkegen's broader end-market exposure and more diversified platform. The company's margins are well above SK Mohawk's, indicating the more specialized nature of Alkegen's product offerings, and are higher than Kymera's, partly due to Kymera's smaller scale and higher internal integration spending to support growth. Alkegen's margins are largely in line with Vantage's, as Alkegen's margins have compressed since 2021 due to destocking and greater price competition in its markets, as well as some margin improvement at Vantage. Alkegen's margins are notably below Advancion's, which is an outlier for the sector. Alkegen's capital structure is significantly more levered than its peers, primarily due to the acquisition of Lydall in 2021 and its incremental investment in Luyang in 2022, which collectively added over $1 billion in debt to Alkegen's balance sheet. Key Assumptions - Continued weak end market demand drives revenue down by about 3.5% in 2024. Revenues post a modest recovery in the mid-single digits in 2025 and thereafter; - EBITDA margins of around 14-15% over the forecast; - Capex kept at roughly maintenance levels, at around 2% of revenue. Recovery Analysis The recovery analysis assumes that Alkegen would be reorganized as a going concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim and a full draw under the company's revolving credit facility, which is not borrowing-base constrained. Fitch uses a going-concern (GC) EBITDA estimate that reflects its view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. The GC EBITDA reflects an improvement in the underlying economic conditions at the time of default, albeit with the continued competitive pricing environment. Fitch expects that Alkegen will use the full availability of its delayed-draw term loan to shore up liquidity, exhausting all forms of available capital. Fitch also assumes that the company takes corrective actions during restructuring, including facility consolidation, lease cancellation and other efforts to reduce fixed overhead. Fitch applies an EV multiple of 7x to the GC EBITDA to calculate a post-reorganization enterprise value. The 7.0x multiple is at the upper end within Fitch's chemicals portfolio and is warranted to reflect the company's stable EBITDA margins, value-added product portfolio, and opportunities to benefit from growing end-markets including EV batteries. The 7.0x multiple is also within the range of historical bankruptcy case study exit multiples for peer companies, which ranged from 5.2x-7.7x, but above the median of 5.9x. With an assumed full draw on the revolving facility and PIK accretion on the term loans and bonds, the EV approach results in a 'B'/'RR1' rating for the first-lien, first-out revolver, a 'CCC+'/'RR3' rating for the first-lien term loans and first-lien notes, a 'CC'/'RR6' rating for the second-lien note and 'CC'/'RR6' ratings for the legacy notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Deteriorating liquidity as demonstrated by diminished cash on hand and/or higher revolver utilization; - EBITDA interest coverage sustained below 1.0x; - Sustained negative FCF generation, potentially stemming from continued weak volumes, diminished pricing power, elevated capex or poor working capital management; - A downgrade could occur if Fitch believes that a default appears probable or if there is a formal announcement of a default or default-like process. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Demonstrated progress towards EBITDA leverage improving to below 10x; - EBITDA interest coverage trending towards 1.25x; - Demonstrated progress to consistently generating positive FCF. Liquidity and Debt Structure Pro forma liquidity is sufficient for near-term capital needs, comprising of an adequate cash balance, an undrawn $200 million first-out revolver, and an undrawn $175 million delayed draw term loan. Issuer Profile Alkegen manufactures specialty materials that provide thermal management, emission control, filtration, and energy solutions for multiple end markets and applications. It is one of two vertically integrated global manufacturers of high temperature refractory and insulating fiber and engineered products. 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 ----------- ------ -------- ----- ASP Unifrax Holdings, Inc. LT IDR CCC Upgrade RD senior secured LT B New Rating RR1 senior secured LT CCC+ New Rating RR3 Senior Secured 2nd Lien LT CC New Rating RR6 senior unsecured LT CC Upgrade RR6 C senior secured LT WD Withdrawn CC senior secured LT CC Affirmed RR6 CC ATLAS ONTARIO: Moody's Affirms 'B3' CFR, Outlook Stable ------------------------------------------------------- Moody's Ratings affirmed the B3 corporate family rating and the probability of default rating of B3-PD for Atlas Ontario LP ("Allied Universal"). Concurrently, Moody's affirmed the ratings of Allied Universal Holdco LLC's senior secured notes and senior secured bank credit facilities of B3 and the senior unsecured notes of Caa2. Moody's also assigned a B3 rating to the company's EUR288 million senior secured revolving credit facility due February 2029. The outlook remains stable for both Atlas Ontario LP and Allied Universal Holdco LLC. Allied Universal is the world's largest security and related services company. The ratings affirmation reflects Allied Universal's continued organic growth, its position as one of the largest global manned security service provider, and Moody's expectations for stable demand for security services. Moody's expects that despite solid revenue growth and stable margins, the company will likely continue to execute on debt-funded acquisitions that will cause debt-to-EBITDA leverage to remain above 7.0x over the next 12-18 months, and cash flow will be limited. RATINGS RATIONALE The B3 CFR reflects Allied Universal's very high leverage, Moody's expectations of limited free cash flow and thin margins. Debt-to-EBITDA was 7.8x (Moody's adjusted, as of September 30, 2024 and pro forma for acquired EBITDA) and Moody's expects leverage to remain above 7.0x over the next 12- 18 months given the likelihood of debt-funded acquisitions and costs related to profit improvement, technology and other initiatives. Free cash flow will be limited given thin margins, a high interest expense burden and working capital usage. Aggressive financial policies and debt-funded M&A, which Moody's expects will be a feature of the business strategy, weigh on the company's credit profile. Allied Universal benefits from its market position as the world's largest security services company, the recession resistant nature of the security services business, an ability to mostly pass on higher wages to customers and a track record of successfully integrating acquisitions and achieving targeted cost reductions. All financial metrics cited reflect Moody's standard adjustments. Moody's considers demand for security services to be stable through economic cycles since customers generally view security as a non-discretionary spending item. The overall security services industry is relatively mature, with limited growth prospects. Allied Universal is one of the largest security services provider globally. Within its largest markets Moody's believes the company's scale brings benefits from both a revenue and a cost perspective and provides a competitive advantage relative to smaller regional companies, particularly for national accounts. Allied Universal's liquidity profile is good. Liquidity is supported by unrestricted cash on hand of approximately $950 million as of September 30, 2024 and availability under the company's three revolvers. Moody's projects free cash flow to be limited over the next 12-18 months. Free cash flow has been negative due to working capital usage linked to revenue growth and various non-recurring costs associated with pension payments and growth initiatives. The company's revolving credit facilities include a $300 million USD revolver due November 2027, a EUR288 million revolver due February 2029 and an unrated $1.7 billion asset-based revolver ("ABL") due February 2029. As of September 30, 2024 the only amount outstanding under the revolvers was $200 million under the ABL revolver. Moody's notes that the amounts outstanding across the three revolvers can vary throughout the year. The $300 million and EUR288 million revolvers are subject to a maximum first-lien net leverage ratio when utilization exceeds 40% of total capacity. Moody's do not anticipate that the covenant will be tested over the next year. If it were tested, Moody's believes that the company would remain compliant. The ratings of the individual instruments are based on the B3 corporate family rating, B3-PD probability of default rating, and Moody's loss given default methodology. The B3 ratings for the first-lien credit facilities and senior secured notes are at the same level as the company's CFR, reflecting their position in the capital structure ahead of the unsecured debt but junior to the unrated $1.7 billion ABL. The ABL has a first-lien on the US working capital assets of Allied Universal, while the bank credit facilities and senior secured notes have a first lien on all other assets. The Caa2 unsecured ratings reflect the junior position of the debt in the capital structure. The stable outlook incorporates Moody's expectations for low single-digit revenue increases and EBITDA margins between 8.5% to 9%. Free cash flow to debt will be limited as working capital will continue to be a usage of cash, the company will incur high interest costs, and various one-time costs will also put pressure on cash flow. The stable outlook also incorporates the expectation for periodic debt-funded acquisitions that could result in debt to EBITDA to rise. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Moody's expects: (1) revenue to continue to grow on an organic and inorganic basis; (2) debt-to-EBITDA leverage to remain below 7.0x; (3) profitability to improve and to remain stable; and (4) free cash flow to debt to remain above 3.0%. The ratings could be downgraded if Moody's expects: (1) organic revenue growth rates to decline toward break-even due to loss in customers or market share; (2) debt-to-EBITDA leverage to increase from current levels and to be sustained above 8.5x; (3) margins to decline; or (4) liquidity to deteriorate. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Allied Universal, headquartered in Conshohocken, Pennsylvania and Santa Ana, California and controlled by affiliates of private equity sponsors Warburg Pincus and CDPQ, is one of the world's largest security and related services company. Moody's expects revenue of around $22.5 billion for FY 2025. BACKBEAT BREWING: Court Extends Cash Collateral Access to April 4 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts extended Backbeat Brewing Company, LLC's authority to use cash collateral until April 4. The interim order authorized the company to pay its expenses from the cash collateral as set forth in its budget filed on Dec. 10, subject to a variance of no more than 10% in the aggregate, determined on a monthly basis. A further hearing is scheduled for April 1. About Backbeat Brewing Co. Backbeat Brewing Co., LLC was formed in March 2018, and does business at 31 Park Street, Beverly, Ma. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-12113) on Dec. 18, 2023, with up to $50,000 in both assets and liabilities. Judge Janet E. Bostwick oversees the case. John F. Sommerstein, Esq., at the Law Offices of John F. Sommerstein, is the Debtor's bankruptcy counsel. BEACH BUGGY: To Sell Lotus Property to Samuel Quatnor for $202K --------------------------------------------------------------- Beach Buggy Holdings Corp. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, to sell Lotus Property, free and clear of liens, claims, and encumbrances. The Debtor owns a three unit rental building located at 324 N. Lotus Avenue, Chicago, Illinois (Lotus Property). The Debtor's schedules reflect the value of the Lotus Property at $200,000.00. The Property is subject to the following liens, clams and encumbrances: a. Newline Holding LLC’s secured claim for past due real estate taxes in the estimated amount of $50,280.70; and, b. The Cook County Treasurer’s Office secured claim for past due real estate taxes in the amount $1,519.99. The Debtor retains Alfred Cohen and Jenning Realty Inc. to offer the Lotus Property for sale and wherein the Debtor agreed to pay the Real Estate a commission of four percent of the gross purchase price or five and one half percent of the gross purchase price in the event the Real Broker acts as dual agent for the Debtor and the buyer, and to the extent that the buyer has an unrelated real estate broker, the Debtor shall pay the buyer's broker a commission of two percent of the gross purchase price upon the sale of the Lotus Property. The Debtor receives an offer from Samuel D. Quatnor to purchase the property for $202,000. The Debtor seeks to pay all reasonable and necessary costs and expenses of sale, including but not limited to all ad valorem property taxes with respect to the Lotus Property, including the claim of New Line Holding, Inc., title charges, normal and customary closing costs and prorations, and real estate commissions. The Debtor asserts that the sale of the Lotus Property will generate funds sufficient to fund, in full, the payment of all creditors in this case, and the acceptance of the Buyer's offer is in the best interest of all creditors. About Beach Buggy Holdings Corp. Beach Buggy Holdings sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy CodeBankr. N.D. Ill. Case No. 24-13021) on September 3, 2024. Judge David D Cleary presides over the case. Gregory K. Stern of Gregory K. Stern, P.C. represents as the legal counsel of the Debtor. BENCHMARK 2025-V13: DBRS Gives Prov. BB(low) Rating on 2 Classes ---------------------------------------------------------------- DBRS, Inc. assigned provisional credit ratings to the following classes of Herald Center Loan-Specific Certificates, to be issued by Benchmark 2025-V13 Mortgage Trust (the Trust): -- Class HCB at (P) AA (low) (sf) -- Class HCC at (P) A (low) (sf) -- Class HCD at (P) BBB (low) (sf) -- Class HCE at (P) BB (low) (sf) -- Class HCRR at (P) BB (low) (sf) All trends are Stable. The Herald Center Loan-Specific Certificates are secured by the borrower's fee-simple interest in a mixed-use nine-story retail and office/university property totaling 267,207 square feet (sf) in the Herald Square area of Manhattan. Herald Square is between Midtown and Koreatown and is a highly trafficked retail corridor of New York City that was recently revitalized with increased public pedestrian space, including seating areas and bike lanes. The property is between West 34th Street, 6th Avenue, West 33rd Street, and 7th Avenue, and is surrounded by a mix of commercial developments, including the flagship Macy's store. The property was built in 1902, rebuilt in 1986, and renovated in 2015 by the borrower, who acquired the property in 1986. The property is in a prime location for accessibility, situated above the 34th Street-Herald Square Subway Station, which provides access to the B, D, F, M, N, Q, R, and W trains and 0.2 miles from Penn Station, which provides access to the 1, 2, 3, A, C, E, LIRR, PATH, and Amtrak trains. The Herald Center is currently 97.9% leased with a weighted average remaining lease term of 25.1 years. There are eight tenants at the property, including two antenna tenants, T-Mobile Northeast, LLC and New Cingular Wireless PCS, LLC. The property is anchored by H&M and other retail tenants Verizon, Bank of America, and Hey Tea. Three of the property's retail tenants have investment-grade credit ratings, including H&M, Bank of America, and Verizon. Yeshiva University's (Yeshiva) dental school will begin occupying 155,025 square feet on floors five through nine plus a mezzanine entry area in phases beginning in 2025. Yeshiva University is a private Orthodox Jewish university based in the lower east side neighborhood of Manhattan. The Joint Industry Board of the Electrical Industry (JIBEI) leases 29,279 sf of office space on the fourth floor. The three largest tenants at the property are Yeshiva University, H&M, and the Joint Industry Board of the Electrical Industry. These tenants collectively represent 92.5% of square footage and 79.2% of Morningstar DBRS gross rent. Following closing, the borrower will convert the property to a leasehold condominium structure, whereby one unit totaling 112,182 sf will be retained by the borrower, and the other unit, totaling 155,025 sf, will be conveyed to Yeshiva University. Under its lease agreement, Yeshiva University will be required to pay common charges, including ground rent. As a result of the condominium structure, real estate taxes are anticipated to decrease significantly as Yeshiva University will apply for and be granted tax exemption under Section 420-a of the New York Real Property Tax Law. The sponsor of the transaction is JEMB Realty Corporation, a family-run real estate development, investment, and management group based in New York City. The firm was established in 1990 and has an asset base across the U.S. and Canada totaling more than 7 million square feet. The same borrower owns Herald Towers, which are located across 6th Avenue from the collateral. Overall, Morningstar DBRS has a favorable view of the credit characteristics of the collateral. Given its central location in a prime retail corridor of Manhattan, investment-grade tenant concentration, easy accessibility via transit, incoming university tenant, and knowledgeable local sponsorship, Herald Center is poised to benefit from the diversification of its mixed-used offerings. Notes: All figures are in U.S. dollars unless otherwise noted. BIG LOTS: Mediation Not Appropriate in Hello Sofa, et al. Suit -------------------------------------------------------------- Magistrate Judge Christopher J. Burke of the United States District Court for the District of Delaware determined that mediation is not appropriate in the appealed case captioned HELLO SOFA, LLC, et al., Appellants, v. BIG LOTS STORES INC., et al., Appellees, Case No. 25-cv-00130-GBW (D. Del.) pursuant to Section 1 of the Procedures to Govern Mediation of Appeals from the United States Bankruptcy Court for the District of Delaware, dated July 19, 2023,. The parties jointly agree that their disputes in this case cannot be resolved through mediation and the Court agrees. The Court recommends that the assigned District Judge issue an order withdrawing the matter from mediation and setting the following appellate briefing schedule (agreed to by the parties): Appellants' Opening Briefs: April 15, 2025 Appellees' Responsive Briefs: May 15, 2025 Appellants' Reply Briefs: May 29, 2025 A copy of the Court's decision is available at https://urlcurt.com/u?l=ckfxsP from PacerMonitor.com. About Big Lots Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the nation's largest closeout retailers focused on extreme value, delivering bargains on everything for the home, including furniture, decor, pantry and more. On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 24-11967). The case is being administered by the Honorable J. Kate Stickles. Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim Securities, LLC is serving as financial advisor, AlixPartners LLP is serving as restructuring advisor, and A&G Real Estate Partners is serving as real estate advisor to the Company. Kroll is the claims agent. Kirkland & Ellis is serving as legal counsel to Nexus Capital Management LP. PNC Bank, National Association, the DIP ABL Agent and Prepetition ABL Agent, is represented by Choate, Hall & Stewart, LLP; and Blank Rome, LLP. 1903P Loan Agent, LLC, the DIP Term Agent, and the Prepetition Term Loan Agent are represented by Otterbourg, P.C. and Richards, Layton & Finger, P.A. BIG LOTS: Mediation Not Appropriate in Prestige Patio Suit ---------------------------------------------------------- Magistrate Judge Christopher J. Burke of the United States District Court for the District of Delaware determined that mediation is not appropriate in the appealed case captioned as PRESTIGE PATIO, INC., Appellant, v. BIG LOTS, INC., et al., Appellees, Case No. 25-cv-00078-GBW (D. Del.) pursuant to Section 1 of the Procedures to Govern Mediation of Appeals from the United States Bankruptcy Court for the District of Delaware, dated July 19, 2023,. The parties jointly agree that their disputes in this case cannot be resolved through mediation and the Court agrees. The Court recommends that the assigned District Judge issue an order withdrawing the matter from mediation and setting the following appellate briefing schedule (agreed to by the parties): Appellants' Opening Briefs: April 15, 2025 Appellees' Responsive Briefs: May 15, 2025 Appellants' Reply Briefs: May 29, 2025 A copy of the Court's decision is available at https://urlcurt.com/u?l=LQYYZi from PacerMonitor.com. About Big Lots Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the nation's largest closeout retailers focused on extreme value, delivering bargains on everything for the home, including furniture, decor, pantry and more. On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 24-11967). The case is being administered by the Honorable J. Kate Stickles. Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim Securities, LLC is serving as financial advisor, AlixPartners LLP is serving as restructuring advisor, and A&G Real Estate Partners is serving as real estate advisor to the Company. Kroll is the claims agent. Kirkland & Ellis is serving as legal counsel to Nexus Capital Management LP. PNC Bank, National Association, the DIP ABL Agent and Prepetition ABL Agent, is represented by Choate, Hall & Stewart, LLP; and Blank Rome, LLP. 1903P Loan Agent, LLC, the DIP Term Agent, and the Prepetition Term Loan Agent are represented by Otterbourg, P.C. and Richards, Layton & Finger, P.A. BIG LOTS: Reports Mass Resignation of Directors ----------------------------------------------- Big Lots, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that all members of the Board of Directors of the Company other than Elizabeth A. LaPuma resigned effective January 31, 2025. On January 15, 2025, the Board appointed Ms. LaPuma as a director to fill a vacancy on the Board. There were no arrangements or understandings between Ms. LaPuma and any other persons, pursuant to which she was selected as a director and no information is required to be disclosed pursuant to Item 404(a) of Regulation S-K. About Big Lots Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the nation's largest closeout retailers focused on extreme value, delivering bargains on everything for the home, including furniture, decor, pantry and more. On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 24-11967). The case is being administered by the Honorable J. Kate Stickles. Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim Securities, LLC is serving as financial advisor, AlixPartners LLP is serving as restructuring advisor, and A&G Real Estate Partners is serving as real estate advisor to the Company. Kroll is the claims agent. Kirkland & Ellis is serving as legal counsel to Nexus Capital Management LP. PNC Bank, National Association, the DIP ABL Agent and Prepetition ABL Agent, is represented by Choate, Hall & Stewart, LLP; and Blank Rome, LLP. 1903P Loan Agent, LLC, the DIP Term Agent, and the Prepetition Term Loan Agent are represented by Otterbourg, P.C. and Richards, Layton & Finger, P.A. BLUE DOG: Court Temporarily Denies Bid to Use Cash Collateral ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida temporarily denied the motion by The Blue Dog in Boca, Inc. to use cash collateral. The fifth interim order prohibited the company from using cash collateral until further order by the bankruptcy court. During the pendency of its bankruptcy and until further order of the bankruptcy court, all post-petition income must be turned over and paid to the company for deposit into its debtor-in-possession bank account, according to the fifth interim order. About The Blue Dog in Boca The Blue Dog in Boca, Inc. is a business located in Boca Raton, Fla., that operates in the hospitality sector. Known for its vibrant atmosphere, the establishment likely serves food and beverages, catering to both locals and tourists in the area. The company positions itself as a community-oriented venue, providing entertainment and a social gathering space. Blue Dog in Boca sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-20655) on October 15, 2024, listing between $100,001 and $500,000 in assets and between $500,001 and $1 million in liabilities. Judge Mindy A. Mora oversees the case. DGIM Law, PLLC and Cohen Legal Services, P.A. represent the Debtor as bankruptcy counsel. Mirel Corp 1, LLC, doing business as Corp 1, LLC, is the Debtor's accountant. BOOKS INC: Gets OK to Hire S D Mayer & Associates as Accountant --------------------------------------------------------------- Books Inc. received approval from the U.S. Bankruptcy Court for the Northern District of California to hire S D Mayer & Associates LLP as its outside controller and accountant. The firm will render these services: (1) complete monthly reviews of all accounts payable, expense reports, and credit cards; (2) close each month's books and records; (3) review reconciliations of revenue and expenses; (4) create and distribute a monthly financial package to management; (5) complete monthly reconciliations of all accounts, receivables, intercompany transfers, and liabilities; (6) complete monthly update of prepaid liability schedules, fixed asset schedules, and depreciation schedules; (7) calculate and pay monthly sales tax prepayments; (8) record all GOCS entries, allocate expenses, allocate Books Discount Tokens, and record merchant fees; (9) build quarterly sales tax workbooks and complete CDTFA filings for all store locations; (10) build annual inventory workbooks and post entries; (11) complete annual year-end rent and gift card reconciliations; (12) complete all 1099 filings, San Francisco gross receipts and payroll tax filings, and 571-L filings; (13) prepare the Monthly Operating Reports to be filed with the Court and assist the Debtor in responding to requests from the U.S. Trustee; and (14) analysis, research, and other ad hoc projects as assigned by the CEO and COO. The firm's hourly rates are as follows: Managing Partner $350 per hour Manager $175 per hour Staff $140 per hour The firm can be reached through: Stephen D. Mayer, CPA S D Mayer & Associates LLP 235 Montgomery Street, 26th Floor San Francisco, CA 94104 Phone: (415) 691-4040 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. Books Inc. 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 of Books Inc., signed the petition. Judge William J. Lafferty oversees the case. The Debtor is represented by Stephen D. Finestone, Esq. at Finestone Hayes LLP. BROOKDALE SENIOR: Releases Q4, Full Year 2024 Results ----------------------------------------------------- Brookdale Senior Living Inc. announced results for the quarter and full year ended December 31, 2024. "In 2024, Brookdale made significant progress to achieving its long-term potential. We are proud of the meaningful improvements across many financial, operational, and resident satisfaction metrics. We are grateful for being recognized externally for our workplace culture, leading clinical programming, and being a 'best of' in hundreds of our local markets. Importantly, we delivered positive Adjusted Free Cash Flow in the back half of the year and have positioned the business to generate meaningful Adjusted Free Cash Flow in 2025 through continued focus on profitable occupancy growth and appropriate expense management, completed and pending acquisitions of leased portfolios, and beneficial negotiation of recent lease amendments," said Lucinda Baier, Brookdale's President and CEO. "As we look to 2025 and beyond, we remain committed to enriching the lives of even more seniors who choose Brookdale to call home, to ensuring that we remain an attractive place for associates to work and to grow their careers, and to creating additional value for our shareholders in the near and long term." HIGHLIGHTS: * Fourth quarter consolidated revenue per available unit (RevPAR) increased 5.5% over the prior year quarter and was at the top end of the previously provided guidance range. * Fourth quarter consolidated weighted average occupancy grew 100 basis points over the prior year quarter on strong move-in volume which also supported January's sequential occupancy outperformance versus pre-pandemic normal seasonality. * Through consistent execution of strategic priorities and commitment to growth, fourth quarter net income (loss) improved nearly 8% and Adjusted EBITDA(1) improved nearly 16% year-over-year and exceeded the previously provided guidance range. * Net cash provided by operating activities increased 54% and Adjusted Free Cash Flow(1) improved 46% for the fourth quarter compared to the prior year quarter. * Entered into a lease amendment with Ventas, Inc., including non-renewal of 55 communities, which is expected to generate a considerable increase to the Company's near- and long-term cash flows. * Beneficially refinanced more than $300 million of 2027 debt maturities at a lower interest rate. * Completed the acquisition of 11 previously leased communities, increasing portfolio ownership and replacing lease payments with a lower cost of capital. 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/mus89nh3 About Brookdale Senior Living Headquartered in Brentwood, Tenn., Brookdale Senior Living Inc. operates senior living facilities in the United States. * * * Egan-Jones Ratings Company on January 14, 2025, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Brookdale Senior Living Inc. BROUDY GROUP: Seeks to Extend Plan Exclusivity to May 19 -------------------------------------------------------- Broudy Group, Inc., asked the U.S. Bankruptcy Court for the Eastern District of Texas to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to May 19 and July 18, 2025, respectively. The Debtor submits that cause exists because it has efficiently and successfully managed its estate toward a sale of its assets to a strategic purchaser. The Debtor has filed its schedules of assets and liabilities and statements of financial affairs, kept its lease obligations current; and obtained the Court's approval for use of cash collateral. Having made substantial progress to date, additional, significant work is required before the Debtor can prepare a meaningful disclosure statement, propose a chapter 11 plan of reorganization and emerge from chapter 11. The Debtor explains that because the nature of its plan and the magnitude of distributions both depend heavily on the outcome of a marketing sale process, the Debtor requests that the Court extend the exclusive period for (i) filing a plan of reorganization for approximately 90 days, until May 19, 2025; and (ii) soliciting acceptances until sixty days after that time, i.e. until July 18, 2025. The Debtor claims that the facts and circumstances of this case are more than sufficient to support a finding of "cause" to extend the exclusivity periods beyond the initial 120-day period so that the Debtor and stakeholders may realize the benefits of the substantial progress made to date. An objective analysis of the relevant factors demonstrates that the Debtor is doing everything that it should be doing as a chapter 11 debtor to facilitate a successful conclusion to this chapter 11 case. Broudy Group Inc. is represented by: Howard Marc Spector, Esq. Spector & Cox, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (214) 365-5377 Facsimile: (214) 237-3380 Email: hspector@spectorcox.com About Broudy Group Broudy Group Inc. is an automobile dealer in Celina, Texas. Broudy Group sought relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-42463) on Oct. 18, 2024, with $1 million to $10 million in both assets and liabilities. Carey E. Broudy, president and director, signed the petition. Judge Brenda T. Rhoades oversees the case. The Debtor is represented by Howard Marc Spector, Esq., at Specter & Cox, PLLC. CAREMAX INC: PCO Reports No Change in Patient Care Quality ---------------------------------------------------------- Suzanne Koenig, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Texas a report regarding the quality of patient care provided by CareMax, Inc. and affiliates. The Ombudsman noted that each of the health care facilities previously owned and operated by the healthcare providers has been sold to a new operator as of February 3, 2025. In the report which covers the period Dec. 19, 2024 to Feb. 17, 2025, the Ombudsman stated that the care model at CareMax is consistent throughout all of the centers. Though they vary in size and services provided, the centers are all clean and decorated in an appealing and inviting manner. The Ombudsman cited that equipment and supplies are ample and preventative maintenance is up to date. Emergency response equipment consists of AEDs, and in the case of a medical emergency a provider will attend to the patient and determine the need to call 911. Fire extinguishers are on site and checks are up to date. The Ombudsman observed that staff were appropriately protective of patient information and invested in overall patient safety and work diligently to ensure provision of safe patient care as well as to prioritize continuity of care for their high-risk patients. In some cases, staff and patient interviews were challenging as many are non-English speaking; in those cases, the administrator provided interpretation. In general, CareMax patients are aware of the upcoming changes and have voiced their support of the staff at the clinics. Staff at the clinics have been providing reassurance to patients and it has been well received. Such reassurance is helping allay the angst related to the sale. The Ombudsman asserted that she has made her best effort, within the time constraints, to conduct a comprehensive investigation of the quality of patient care at the CareMax facilities. Overall, the Ombudsman is satisfied that the CareMax facilities continued to offer adequate care and the quality of patient care has not diminished during the pendency of the Chapter 11 case. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=vWCpcA from Stretto, Inc., claims agent. 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. CARVANA AUTO 2025-N1: DBRS Gives Prov. BB Rating on Class E Notes ----------------------------------------------------------------- DBRS, Inc. assigned provisional credit ratings to the classes of notes issued by Carvana Auto Receivables Trust 2025-N1 (CRVNA 2025-N1 or the Issuer) as follows: -- $27,500,000 Class A-1 Notes at (P) R-1 (high) (sf) -- $82,300,000 Class A-2 Notes at (P) AAA (sf) -- $68,110,000 Class A-3 Notes at (P) AAA (sf) -- $23,540,000 Class B Notes at (P) AA (sf) -- $41,400,000 Class C Notes at (P) A (sf) -- $22,660,000 Class D Notes at (P) BBB (sf) -- $34,500,000 Class E Notes at (P) BB (sf) CREDIT RATING RATIONALE/DESCRIPTION The provisional credit ratings are based on Morningstar DBRS's review of the following analytical considerations: (1) Transaction capital structure, proposed ratings, and form and sufficiency of available credit enhancement. -- Initial credit enhancement is in the form of overcollateralization, subordination, a fully funded reserve fund, and excess spread. Credit enhancement levels are sufficient to support the Morningstar DBRS-projected cumulative net loss (CNL) assumption under various stress scenarios. (2) The ability of the transaction to withstand stressed cash flow assumptions and repay investors according to the terms in which they have invested. For this transaction, the ratings address the payment of timely interest on a monthly basis and principal by the legal final maturity date. (3) The transaction parties' capabilities with regard to originations, underwriting, and servicing. -- Morningstar DBRS performed an operational review of Carvana, LLC (Carvana) and Bridgecrest Credit Company, LLC and considers the entities to be an acceptable originator and servicer, respectively, of auto loans. (4) The operational history of Carvana and the strength of the overall company and its management team. -- Company management has considerable experience in the consumer lending business. -- Carvana has a technology-driven platform that focuses on providing the customer with high-level experience, selection, and value. Its website and smartphone app provide the consumer with vehicle search and discovery (currently showing more than 45,000 vehicles online); the ability to trade or sell vehicles almost instantaneously; and real-time, personalized financing. Carvana has developed underwriting policies and procedures for use across the lending platform that leverages technology where appropriate to validate customer identity, income, employment, residency, creditworthiness, and proper insurance coverage. -- Carvana has developed multiple proprietary risk models to support various aspects of its vertically integrated automotive lending business. All proprietary risk models used in Carvana's lending business are regularly monitored and tested. The risk models are updated from time to time to adjust for new performance data, changes in customer and economic trends, and additional sources of third-party data. (5) The credit quality of the collateral, which includes Carvana-originated loans with Deal Scores of 49 or lower. -- As of the January 30, 2025 Cut-Off Date, the collateral pool for the transaction is primarily composed of receivables due from nonprime obligors with a nonzero weighted-average (WA) FICO score of 589, a WA annual percentage rate of 22.09%, and a WA loan-to-value ratio of 100.59%. Approximately 66.32%, 25.27%, and 8.42% of the pool include loans with Carvana Deal Scores greater than or equal to 30, between 10 and 29, and between 0 and 9, respectively. -- Additionally, 0.75% is composed of obligors with FICO scores greater than 751, 40.82% consists of FICO scores between 601 and 750, and 58.43% is from obligors with FICO scores less than or equal to 600 or with no FICO score. Carvana currently uses FICO 8 scores designed specifically for automotive financing. -- Morningstar DBRS analyzed the performance of Carvana's auto loan and retail installment contract originations and static pool vintage loss data broken down by Deal Score to determine a projected CNL expectation for the CRVNA 2025-N1 pool. (6) The Morningstar DBRS CNL assumption is 15.90% based on the cut-off date pool composition. -- The transaction assumptions consider Morningstar DBRS's baseline macroeconomic scenarios for rated sovereign economies, available in its commentary "Baseline Macroeconomic Scenarios for Rated Sovereigns: December 2024 Update," published on December 19, 2024. These baseline macroeconomic scenarios replace Morningstar DBRS' moderate and adverse COVID-19 pandemic scenarios, which were first published in April 2020. (7) The legal structure and expected presence of legal opinions, which will address the true sale of the assets to the Issuer, the non-consolidation of the special-purpose vehicle with Carvana, that the trust has a valid first-priority security interest in the assets, and consistency with the Morningstar DBRS "Legal Criteria for U.S. Structured Finance." Notes: All figures are in U.S. dollars unless otherwise noted. CELULARITY INC: Extends Loan Maturities With RWI, Starr to 2026 --------------------------------------------------------------- Celularity Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it entered into a binding term sheet, or RWI Binding Term Sheet, with Resorts World Inc Pte Ltd, or RWI, pursuant to which RWI agreed to, among other things, an extension of that certain second forbearance agreement dated as of March 13, 2024 whereby RWI has agreed not to exercise its rights and remedies upon the occurrence of any default under the second amended and restated senior secured loan agreement dated as of January 12, 2024 until an amendment is entered into between the Company and RWI whereby the maturity date of the foregoing loans is extended to February 15, 2026: (i) an initial loan in the aggregate principal amount of $6,000,000, (ii) a second loan in the aggregate principal amount of $6,000,000 and (iii) a third loan in the aggregate principal amount of $15,000,000, net of an original issue discount amount equal to $3,750,000. Pursuant to the RWI Binding Term Sheet, the Company agreed to: (i) use a portion of the proceeds from the Company's next registered public offering to pay RWI approximately $1.3 million, representing cash interest due but not paid on the RWI Loans through January 31, 2025 and (ii) issue to RWI, on July 24, 2025, a new five-year warrant to purchase up to 500,000 shares of our Class A common stock at an exercise price equal to the New Exercise Price, which warrant may be exercised on a cash or cashless basis. In addition, the Company agreed to reprice outstanding warrants held by RWI to a price equal to the product of (A) 90% and (B) the closing price of the Company's Class A common stock as reported on the principal Trading Market (as defined in the RWI Binding Term Sheet) on which the Class A common stock trades on July 24, 2025; provided that, if the product of (A) and (B) is less than $1.50, then the new exercise price of the outstanding RWI warrants shall be the product of (y) 180% and (z) the closing price of the Class A common stock on July 24, 2025, and, if necessary, each trading day thereafter, each as quoted on the principal Trading Market on which the Class A common stock trades, until the product of (y) and (z) is equal to or above $1.50; provided further that, the exercise price of any New RWI Warrant shall not be higher than the exercise price of the existing RWI warrants, nor lower than $1.50 per share. Additionally, on February 12, 2025, the Company entered into a binding term sheet, or Starr Binding Term Sheet, with C.V. Starr & Co., Inc., or Starr, pursuant to which Starr agreed to, among other things, an extension of that certain forbearance agreement dated March 13, 2024 whereby Starr agreed not to exercise its rights and remedies upon the occurrence of any default under the loan agreement dated as of March 17, 2023 until an amendment is entered into between the Company and Starr whereby the maturity date of the loan in the aggregate principal amount of $5,000,000, net of an original issue discount amount equal to $100,000 (the "Starr Loan"), is extended to February 15, 2026. Pursuant to the Starr Binding Term Sheet, the Company agreed to: (i) use a portion of the proceeds from the Company's next registered public offering to pay Starr approximately $0.8 million, representing cash interest due but not paid on the Starr Loan through January 31, 2025 and (ii) issue to Starr, on the date of the Starr Amendment, a new five-year warrant to purchase up to 100,000 shares of our Class A common stock at an exercise price equal to the Starr New Exercise Price, which warrant may be exercised on a cash or cashless basis. In addition, the Company agreed to reprice warrants held by Starr to a price equal to 10% less than the closing price of the Class A common stock as reported on Nasdaq on the date of the Starr Amendment; provided that, the exercise price shall not be higher than the existing exercise price of the Starr warrants nor lower than $1.50 per share. 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. These factors raise substantial doubt about the Company's ability to continue as a going concern. CENTRAL HOUSEWARES: Seeks Cash Collateral Access ------------------------------------------------ Central Housewares, Inc. asked the U.S. Bankruptcy Court for the Eastern District of Wisconsin for authority to use cash collateral. The Debtor will use the funds to pay expenses related to insurance, payroll, sales and real estate taxes, and post-petition trade payables. The Debtor owes money to several creditors, which are Nicolet National Bank, the U.S. Small Business Administration, ODK Capital, LLC, EBF Holdings, LLC doing business as Everest Business Funding, Channel Partners Capital, LLC, and Atipana Credit Opportunity Fund I, LP doing business as Fundr, with varying levels of secured interests in its assets. The Debtor proposed the following to protect creditors: 1. Nicolet: Monthly interest-only payments on the business credit card obligation at a variable rate, currently 8.5%, with payments of $415 per month, amortized over 7 years. 2. SBA: Monthly payments of $2,484 on the current contract amount for obligations to the SBA. 3. ODK: Monthly interest-only payments on the business loan at a variable rate, currently 8.5%, with payments of $888 per month, amortized over 7 years. 4. Channel: Granting replacement liens on post-petition assets as described in Channel's UCC1 filing, with the right to seek avoidance of the lien through stipulation or adversary proceeding. 5. Everest: Granting replacement liens on post-petition assets as described in Everest's UCC1 filing, with the right to seek avoidance of the lien through stipulation or adversary proceeding. 6. Fundr: Granting replacement liens on post-petition assets as described in Fundr's UCC1 filing, with the right to seek avoidance of the lien through stipulation or adversary proceeding. The Debtor believes Nicolet, the SBA, and ODK will be adequately protected by 11 U.S.C. section 363(e) for the court to authorize the Debtor to use cash collateral. The Debtor further believes a grant of replacement liens to Channel, Everest, and Fundr, subject to rights to seek avoidance of those creditors' pre-bankruptcy liens, adequately protects those creditors. A court hearing is scheduled for March 12. EBF Holdings, LLC is represented by: Samuel C. Wisotzkey, Esq. Kohner, Mann & Kailas, S.C. Washington Bldg./Barnabas Bus. Ctr. 4650 North Port Washington Road Milwaukee, WI 53212-1059 Telephone: (414) 962-5110 Fax: (414) 962-8725 swisotzkey@kmksc.com Channel Partners Capital, LLC is represented by: C. Randall Woolley, Esq. Darcy & Devassy PC 444 N. Michigan Ave., Suite 3270 Chicago, IL 60611 Telephone: (312) 784-2400 Fax: (312) 784-2410 rwoolley@darcydevassy.com Atipana Credit Opportunity Fund I, LP is represented by: Alan C. Hochheiser, Esq. Maurice Wutscher LLP 23611 Chagrin Blvd., Suite 207 Beachwood, OH 44122 Telephone: (216) 220-1129 Fax: (216) 472-8510 ahochheiser@mauricewutscher.com About Central Housewares Inc. Central Housewares, Inc. is a retailer of pools, spas, outdoor living equipment, billiards and other table games. Central Housewares filed Chapter 11 petition (Bankr. E.D. Wisc. Case No. 25-20408) on January 27, 2025, listing up to $1 million in assets and up to $10 million in liabilities. Jeffrey Desing, president of Central Housewares, signed the petition. Judge Katherine M. Perhach oversees the case. Paul G. Swanson, Esq., at Swanson Sweet, LLP, represents the Debtor as legal counsel. CFCRE COMMERCIAL 2016-C6: DBRS Confirms B Rating on XF Certs ------------------------------------------------------------ DBRS, Inc. confirmed all credit ratings on the Commercial Mortgage Pass-Through Certificates, Series 2016-C6 issued by CFCRE Commercial Mortgage Trust 2016-C6 (the Trust) as follows: -- Class A-2 at AAA (sf) -- Class A-3 at AAA (sf) -- Class A-SB at AAA (sf) -- Class A-M at AAA (sf) -- Class B at AA (sf) -- Class C at A (sf) -- Class D at BBB (low) (sf) -- Class E at BB (sf) -- Class F at B (low) (sf) -- Class X-A at AAA (sf) -- Class X-B at AA (high) (sf) -- Class X-E at BB (high) (sf) -- Class X-F at B (sf) Morningstar DBRS changed the trends on Classes E, F, X-E, and X-F to Negative from Stable. All other trends are Stable. The credit rating confirmations reflect the minimal changes in the pool's overall performance and Morningstar DBRS' loss expectations since the last review. Since the last credit rating action, there have been no losses or payoffs; however, two loans, previously in special servicing, have been resolved and returned to the master servicer. Two loans remain in special servicing, the largest of which is TEK Park (Prospectus ID#15, 2.1% of the current pool balance), backed by an office property in Breinigsville, Pennsylvania. Although the loan was reported as current with the January 2025 remittance, Morningstar DBRS believes the loan to be at high risk of default given declining occupancy and cash flow. As of the January 2025 remittance, 41 of the original 45 loans remain in the Trust, with an aggregate balance of $705.9 million, representing a collateral reduction of 10.4% since issuance. There are 10 fully defeased loans, representing 14.3% of the current pool balance. Excluding defeasance, the pool is most concentrated with loans collateralized by retail properties, representing 34.9% of the Trust, followed by loans backed by office and lodging properties, representing 28.1% and 10.4% of the Trust, respectively. Nearly all of the remaining loans are scheduled to mature in 2026, and while Morningstar DBRS expects the vast majority will repay, nine loans, representing 31.7% of the current pool balance, were identified to be at risk of maturity default based on factors such as declined performance and/or significant tenant rollover in the near term. To reflect these concerns, Morningstar DBRS' analysis included additional stresses to the loan-level probability of default (POD) and/or loan-to-value ratio (LTV), to elevate the loan-level expected loss as applicable. This concern was a primary consideration in the trend change for Classes E, F, X-E, and X-F to Negative from Stable. The TEK Park loan is backed by a 514,033 square foot office property located just outside of Allentown, Pennsylvania. The subject loan has two pari passu companion notes held in MSBAM 2016-C31 and SGCMS 2016-C5, neither of which are rated by Morningstar DBRS. The loan transferred to special servicing in January 2022 for imminent default, though the borrower has continued remitting payments. However, the loan remains in cash management and the workout strategy is unclear. Largest tenants include TierPoint (24% of the net rentable area (NRA), lease expiry March 2028), CyOptics (19% of the NRA, lease expiry October 2027), and Aesculap Implant Systems Inc. (6% of the NRA, lease expiry July 2026). The property was 60.6% occupied as of the June 2024 reporting, which is flat from the prior few years, but down from 82.3% at issuance. Net cash flow (NCF) has also declined year- over year, and the debt service coverage ratio (DSCR) was 1.05 times (x) as of June 2024. Given the high vacancy at the subject and lack of leasing activity, combined with additional upcoming rollover and the loan's schedule maturity in 2026, Morningstar DBRS elevated the loan-level LTV ratio resulting in an expected loss of nearly 15%. The largest loan in the pool, the Hill7 Office (Prospectus ID#1, 10.1% of the pool), is a $101 million pari passu loan with notes securitized in the subject transaction as well as the Morningstar DBRS-rated CGCMT 2016-C3 transaction. The loan is secured by a Class A office building in Seattle's central business district. Built in 2015, the subject houses headquarter operations for two tenants: HBO Code Labs (HBO; 39.3% of the NRA, lease expiring in May 2025), and Redfin Corporation (39.6% of the NRA, lease expiring in August 2027). The loan has historically performed well, reporting a 99.7% occupancy and a DSCR of 3.79x, based on the September 2024 financial reporting. Two of the top five tenants, HBO and WeWork Inc. (WeWork; 19.0% of the NRA) have lease expires in the next six months. According to the November 2024 property inspection, WeWork currently subleases all of its space, and one of the sublessees, Moderna, is expected to backfill the space upon lease expiry. Meanwhile HBO is expected to vacate the entirety of its space, which is currently being marketed for lease. The loan has an initial anticipated repayment date of November 2026, though the borrower may instead elect to hyper-amortize the loan through its final maturity in November 2028. Given the near-term lease rollover and weakening market fundamentals, Morningstar DBRS applied a stressed LTV adjustment based on a stressed YE2023 NCF and elevated POD assumption in the analysis for this loan to stress the expected loss in line with the pool average. Mitigating factors include the high in-place coverage, which indicates the loan will still cash flow following the loss of HBO, and extended time to maturity, which gives the borrower an opportunity to re-tenant the vacant space. With this review, Morningstar DBRS confirmed that the performance of two loans, Vertex Pharmaceuticals HQ (Prospectus ID#2, 9.9% of the pool) and Potomac Mills (Prospectus ID#3; 9.9% of the pool), remains consistent with investment-grade characteristics. This assessment continues to be supported by the loans' strong credit metrics, experienced sponsorship, and the underlying collateral's historically stable performance. Notes: All figures are in U.S. dollars unless otherwise noted. CITI CONNECT: Case Summary & Nine Unsecured Creditors ----------------------------------------------------- Debtor: Citi Connect, LLC 450 Southern Boulevard Bronx, NY 10455 Business Description: Citi Connect LLC is a full-service turnkey contractor specializing in the design, engineering, construction, installation, and testing of communication systems. The Company offers a comprehensive range of services, including fiber and wireless solutions, aerial and underground construction, and telecommunications installations across various industries. Their solutions cover voice and data services, data centers, cell sites, as well as both inside and outside plant installations. Chapter 11 Petition Date: February 27, 2025 Court: United States Bankruptcy Court Southern District of New York Case No.: 25-10369 Judge: Hon. Lisa G Beckerman Debtor's Counsel: Nicholas A. Pasalides, Esq. ECKERT SEAMANS CHERIN & MELLOTT, LLC 10 Bank Street, Suite 700 White Plains, NY 10606 Tel: 914-286-2851 Fax: 914-949-5424 E-mail: npasalides@eckertseamans.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Carlos Heredia as managing member. A full-text copy of the petition, which includes a list of the Debtor's nine unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/ESZGTIA/CITI_CONNECT_LLC__nysbke-25-10369__0001.0.pdf?mcid=tGE4TAMA CLAROS MORTGAGE: Moody's Lowers CFR to B2, On Review for Downgrade ------------------------------------------------------------------ Moody's Ratings has downgraded Claros Mortgage Trust, Inc.'s (CMTG) corporate family rating and senior secured bank credit facility ratings to B2 from B1. Following the downgrade, the ratings were placed on review for downgrade. Previously, the outlook was stable RATINGS RATIONALE The rating downgrade follows CMTG's Q4 2024 earnings announcement, where the company reported a net loss of $100.7 million for the quarter and $221.3 million for the full year. The quarterly loss was primarily driven by an $80 million loss on real estate owned held for sale and a $30 million provision for credit losses, reflecting further deterioration in asset quality. CMTG's B2 CFR nonetheless reflects the credit benefits from the company's strong capitalization, which compares favorably to other publicly rated commercial mortgage REITs. At the same time, CMTG has experienced challenges with loan performance in recent periods, resulting in GAAP losses in the last four quarters and leading to a suspension of its dividend in Q4 2024. CMTG's proportion of 4 and 5 risk-rated loans, its two weakest internal risk rating categories, is the highest among peers. CMTG has been proactively managing its liquidity, reducing unfunded commitments to $498 million in Q4 2024 from $1.9 billion in Q4 2022. Net of existing financings and commitments not expected to fund, this figure declined to $158 million from $685 million over the same period. However, the firm's liquidity is constrained, with only $102 million in available liquidity. CMTG has managed liquidity through asset sales, the suspension of the dividend, and other proactive measures, but this lack of flexibility remains a credit challenge. Additionally, the company's debt maturity profile includes a $717.8 million secured term loan maturing in August 2026. During the review, Moody's will focus on the quality of CMTG's loan portfolio and whether further material losses are likely to crystallize, as well as the firm's ability to absorb such losses. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the review for downgrade, an upgrade is unlikely at this time. Over time, CMTG's ratings could be upgraded if the company improves its asset quality, for example by reducing non-accrual loans and maintaining low charge-offs, while maintaining strong capitalization and demonstrating improved earnings. CMTG's ratings could be downgraded if Moody's determine loan performance is likely to deteriorate further, or if liquidity is likely to remain constrained. The ratings could also be downgraded if CMTG is unable to refinance it outstanding term loan comfortably ahead of its final maturity. The principal methodology used in these ratings was Finance Companies published in July 2024. CLEARPOINT NEURO: Posts $18.91 Million Net Loss in 2024 ------------------------------------------------------- Clearpoint Neuro, Inc. submitted its Annual Report on Form 10-K to the Securities and Exchange Commission, reporting a net loss of $18.91 million on total revenue of $31.39 million for the year ending Dec. 31, 2024. In contrast, the Company reported a net loss of $22.09 million on total revenue of $23.96 million for the year ending Dec. 31, 2023. As of Dec. 31, 2024, the Company had $39.19 million in total assets, $13.80 million in total liabilities, and $25.39 million in total stockholders' equity. The cumulative net loss from the Company's inception through Dec. 31, 2024 was approximately $191.4 million. Net cash used in operations was $9.0 million for the year ended Dec. 31, 2024. Since its inception, the Company has financed its operations principally from the sale of equity securities and the issuance of notes payable. At Dec. 31, 2024, the Company had cash and cash equivalent balances aggregating $20.1 million, resulting primarily from a 2024 public offering and note issuances pursuant to the 2020 Financing Transaction. On Nov. 7, 2024, the Company entered into an At-The-Market Equity Offering Sales Agreement to sell shares of its common stock having aggregate sales proceeds of up to $50 million. "Our plans for the next twelve months reflect our anticipation of increases in revenues from sales of our hardware products and related disposable products as a result of greater utilization at existing installed sites and the installation of our products at new sites, as well as payments from strategic partnerships, consulting services and sales of systems and disposables to our pharmaceutical partners for gene and stem cell therapy trials. We also anticipate increases over the next twelve months in operating expenses to support the expected increase in revenues, with resulting decreases in loss from operations and in cash flow used in operations. However, there is no assurance that we will be able to achieve anticipated results, and even in the event such results are achieved, we expect to continue to consume cash in operations over at least the next twelve months. "As a result of the foregoing, it is uncertain whether or not it will be necessary to seek additional sources of funds from the sale of equity or other debt securities, which likely would result in dilution to existing ownership interests, from the establishment of a credit facility, or from entry into an agreement with a strategic partner or some other form of collaborative relationship. There is no assurance, however, that we will be able to obtain such additional financing on commercially reasonable terms, if at all, and there is no assurance that any additional financing we do obtain will be sufficient to meet our needs. If we are not able to obtain the additional financing on a timely basis, we may be unable to achieve anticipated results, and may not be able to meet other obligations as they become due. An inability to obtain a sufficient amount of additional funding would create substantial doubt as to our ability to continue as a going concern," the Company mentioned in the report. Management Comments "2024 represented the strongest financial and strategic performance in our history including more than 30% revenue growth, and a 35% reduction in operational cash burn," commented Joe Burnett, President and CEO at ClearPoint Neuro. "Very importantly we feel that we have entered the next phase of ClearPoint as a company, a phase that we call "Fast. Forward." This new phase will be represented by three key strategic initiatives. First, we will extend our lead as the premier drug delivery partner for neuro disorders by continuing to build the leading solution in the drug delivery ecosystem including hardware, software, routes-of-administration, clinical support and preclinical drug development services. We will provide best-in-class support to our more than 60 current BioPharma partners as they progress through the global regulatory process to commercialization, including several already selected for expedited review in the United States. Second, we will expand our global footprint and regulatory clearances so that we create worldwide capacity for patients who will benefit from these new cell and gene therapies as they become available. Third, we will accelerate the launch of new fast, simple and predictable products for both the MRI Suite and the Operating Room, increasing hospital throughput and driving sales and scale in our existing accounts. We will train sites on the use of the ClearPoint Neuro technology in both the MRI Suite and the OR to build universal familiarity with our drug delivery ecosystem in anticipation of cell and gene therapy commercialization in the coming years. Everything we do will be to help physicians and hospitals prepare for these regenerative cell and gene therapies that have the potential to transform the treatment for these severe neuro disorders and restore quality of life to countless patients and their families." The complete text of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1285550/000095017025027934/clpt-20241231.htm About ClearPoint Neuro ClearPoint Neuro, Inc. formerly MRI Interventions, Inc. -- http://www.clearpointneuro.com-- is a device, cell, and gene therapy-enabling company offering precise navigation to the brain and spine. The Company uniquely provides both established clinical products as well as preclinical development services for controlled drug and device delivery. The Company's flagship product, the ClearPoint Neuro Navigation System, has FDA clearance and is CE-marked. ClearPoint Neuro is engaged with healthcare and research centers in North America, Europe, Asia, and South America. The Company is also partnered with the most innovative pharmaceutical/biotech companies, academic centers, and contract research organizations, providing solutions for direct CNS delivery of therapeutics in preclinical studies and clinical trials worldwide. To date, thousands of procedures have been performed and supported by the Company's field-based clinical specialist team, which offers support and services to its customers and partners worldwide. Clearpoint Neuro reported a net loss of $16.43 million in 2022, a net loss of $14.41 million in 2021, a net loss of $6.78 million in 2020, a net loss of $5.54 million in 2019, and a net loss of $6.16 million in 2018. COASTAL GROWERS: To Sell Vehicles to Johnson Ford ------------------------------------------------- Coastal Growers LLC seeks permission from the U.S. Bankruptcy Court for the Southern District of Alabama to sell vehicles, free and clear of liens, interests, and encumbrances. The Debtor's vehicles for sale are: a. 2021 Ford F350 XL (VIN: 08002) with 44,500 miles, for $29,000.00; b. 2021 Ford F150 XLT (VIN: 31023) with 85,941 miles, for $25,000.00. The Debtor receives proposal from Johnson Ford Inc. to purchase the vehicles. The Debtor also owns a 2021 Ford F150, although it does not yet have a buyer for the Third Vehicle, it requests authority to sell it for at least $12,000.00. The Debtor is in need of an immediate sale and will utilize the net sale proceeds to fund payroll and other necessary operating expenses. The Vehicles will be sold "As-Is" with no representations or warranties of any kind, except those relating to Debtor's conveyance of good and marketable title, free and clear of liens, claims, and encumbrances. About Coastal Growers LLC Coastal Growers, LLC is a company that helps peanut farmers achieve higher returns by sharing in farming and shelling profits and operates a shelling facility in Atmore. Since its launch in 2021, the facility has served as a key center for peanut shelling, storage, and shipping, contributing to regional agricultural growth and economic development, the report relays. Coastal Growers filed Chapter 11 petition (Bankr. S.D. Ala. Case No. 24-13034) on November 27, 2024, with total assets of $10 million to $50 million and total liabilities of $100 million to $500 million. Holly Johnson, chief financial officer of Coastal Growers, signed the petition. Judge Henry A. Callaway presides over the case. The Debtor tapped Edward J. Peterson, III at Johnson Pope Bokor Ruppel & Burns, LLP as counsel and Porter White Capital Advisors, Inc. as investment banker. COINBASE GLOBAL: Moody's Puts 'B2' CFR Under Review for Upgrade --------------------------------------------------------------- Moody's Ratings has placed all ratings of Coinbase Global, Inc. on review for upgrade, including Coinbase's B2 Corporate Family Rating and its B1 Backed Senior Unsecured ratings. Previously, the outlook was stable. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The review for upgrade follows Coinbase's announcement[1] that it has reached an agreement with US Securities and Exchange Commission (SEC) staff, subject to the approval of the SEC's commissioners, to dismiss pending litigation against Coinbase. The review for upgrade also reflects the significant improvements in Coinbase's financial profile and liquidity position. Moody's expects that Coinbase will benefit from a clearer regulatory and operating environment for the crypto industry, resulting in the bolstering of its financial results. However, Coinbase remains exposed to the volatility of the crypto assets it allows its clients to trade and custody. Throughout 2024, stronger crypto market conditions drove robust growth in Coinbase's revenue, earnings and cash flow. This resulted in a substantial increase in Coinbase's liquidity with cash and other USD resources reaching $9.3 billion as of year-end 2024, compared to $4.3 billion in debt. Coinbase's debt/EBITDA leverage ratio was 1.8x at 31 December 2024, its lowest level since late 2021. Factors that could lead to an upgrade The review for upgrade will assess the sustainability of Coinbase's profitability and operating leverage, including its cost flexibility and ability to weather a potential extended crypto market downturn. During the review, Moody's will assess Coinbase's financial policies and plans for shareholder distributions, debt issuances and M&A. Finally, Moody's will review Coinbase's strategic and expansion plans, including the risks related to its ongoing international expansion and the level of diversification. The review for upgrade also depends on the final approval of SEC commissioners to dismiss its current litigation against the company. Factors that could lead to a downgrade Since the ratings are on review for upgrade, a downgrade in the near term is unlikely. However, Coinbase's ratings could be downgraded under the following conditions 1) a substantial decline in the company's liquidity position, including the incurrence of significant regulatory penalties, or the significant incremental deployment of cash resources into areas other than debt repayment; 2) a strategic or mandated revamp of its business model, leading to lower revenue or increased costs and leading to negative retained cash flow; 3) substantial and sustained reduction in revenues not offset by prudent expense management; 4) significant operational incident, including a cyber attack, that result in financial loss or reputational harm. The principal methodology used in these ratings was Securities Industry Service Providers published in February 2024. COLLECTIVE SPEAKERS: Gets Interim OK to Use Cash Collateral ----------------------------------------------------------- Collective Speakers, LLC received interim approval from the U.S. Bankruptcy Court for the District of Colorado to use its secured creditors' cash collateral. The company must use cash collateral to continue its business operations post-petition and maintain the equipment and vehicles used to generate revenue. As protection, the U.S. Small Business Administration and other secured creditors will be granted liens on all post-petition accounts receivable and income derived from the operation of Collective Speakers' business, with the same priority as their pre-bankruptcy liens. A final hearing is scheduled for March 25. On July 23, 2020, Collective Speakers entered into an Emergency Income Disaster Loan with the U.S. Small Business Administration in the original principal amount of $500,000. SBA perfected its security interest in Delaware with the filing of a UCC-1 financing statement, although Collective Speakers is still working to verify the Delaware UCC filings. It further filed a UCC-1 financing statement with the Colorado Secretary of State on July 23, 2020. According to Collective Speakers' books and records, the SBA is owed approximately $480,902 as of the petition date. In December 2020, February 2023, and June 2023, Collective Speakers also entered into a series of agreements with merchant cash advance companies, purporting to purchase future receivables of Collective Speakers. The company has not determined whether any of the MCA companies filed a UCC-1 financing statement with the Delaware Secretary of State, but parties who have filed a UCC-1 financing statement with the Colorado Secretary of State who may assert an interest in the company's funds include Flash Funding, LLC and Corporation Service Company. Collective Speakers' primary assets are its customer contracts and the funds in its bank account. As of the petition date, the company had approximately $22,000 in its U.S. Bank checking account, and its customer contracts have an unknown value. About Collective Speakers LLC Collective Speakers, LLC is a full-service speakers bureau specializing in organizing impactful spoken word and lecture events. The bureau represents a diverse roster of artists and thought leaders who address a wide range of topics, including addiction, social justice, diversity, education, feminism, mental health, and more. In addition to event organization, Collective Speakers offers coaching services. With over 27 years in the speaking industry, the bureau provides speech coaching sessions and speech writing services to help individuals enhance their speaking skills and craft compelling presentations. Collective Speakers filed Chapter 11 petition (Bankr. D. Colo. Case No. 25-10783) on February 14, 2025, listing total assets of $25,000 and total liabilities of $1,956,440. Judge Kimberley H. Tyson handles the case. The Debtor is represented by Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, P.C. COMMUNITY HEALTH: Posts $516 Million Net Loss in FY 2024 -------------------------------------------------------- Community Health Systems, Inc. announced its financial and operating results for the three months and year ended December 31, 2024. Three Months Ended December 31, 2024 Net operating revenues for the three months ended December 31, 2024, totaled $3.265 billion, a 2.6 percent increase compared to $3.181 billion for the same period in 2023. On a same-store basis, net operating revenues increased 6.5 percent for the three months ended December 31, 2024, compared to the same period in 2023. Net operating revenues for the three months ended December 31, 2024, reflect a 5.6 percent decrease in admissions and a 5.7 percent decrease in adjusted admissions, compared to the same period in 2023. On a same-store basis, admissions increased 3.4 percent and adjusted admissions increased 3.1 percent for the three months ended December 31, 2024, compared to the same period in 2023. Net loss attributable to Community Health Systems, Inc. stockholders was $(70) million, or $(0.53) per share (diluted), for the three months ended December 31, 2024, compared to net income of $46 million, or $0.35 per share (diluted), for the same period in 2023. Net loss attributable to Community Health Systems, Inc. stockholders was $(0.42) per share (diluted) for the three months ended December 31, 2024, compared to $(0.41) per share (diluted) for the same period in 2023. Adjusted EBITDA for the three months ended December 31, 2024, was $428 million compared to $386 million for the same period in 2023. The amount of net loss attributable to Community Health Systems, Inc. stockholders for the three months ended December 31, 2024, compared to the amount of net income for the same period in 2023, is primarily attributable to period-over-period changes in impairment and (gain) loss on the sale of businesses and gain from early extinguishment of debt, partially offset by the factors that contributed to the increase in Adjusted EBITDA. The increase in Adjusted EBITDA for the three months ended December 31, 2024, compared to the same period in 2023, was driven by higher same-store volumes, increased reimbursement rates, favorable changes in payor mix, a higher net benefit from supplemental reimbursement programs and reduced expense for contract labor, partially offset by declines in acuity and non-patient revenue, increased patient claim denials and increased costs for outsourced medical specialists. Year Ended December 31, 2024 Net operating revenues for the year ended December 31, 2024, totaled $12.634 billion, a 1.2 percent increase compared to $12.490 billion for the same period in 2023. On a same-store basis, net operating revenues increased 5.5 percent for the year ended December 31, 2024, compared to the same period in 2023. Net operating revenues for the year ended December 31, 2024, reflect a 3.2 percent decrease in admissions and a 3.4 percent decrease in adjusted admissions, compared to the same period in 2023. On a same-store basis, admissions increased 3.2 percent and adjusted admissions increased 2.7 percent for the year ended December 31, 2024, compared to the same period in 2023. Net loss attributable to Community Health Systems, Inc. stockholders was $(516) million, or $(3.90) per share (diluted), for the year ended December 31, 2024, compared to $(133) million, or $(1.02) per share (diluted), for the same period in 2023. Net loss attributable to Community Health Systems, Inc. stockholders was $(1.03) per share (diluted) for the year ended December 31, 2024, compared to $(1.39) per share (diluted) for the same period in 2023. Adjusted EBITDA for the year ended December 31, 2024, was $1.540 billion compared to $1.453 billion for the same period in 2023. The increase in net loss attributable to Community Health Systems, Inc. stockholders for the year ended December 31, 2024, compared to the same period in 2023, is primarily attributable to period-over-period changes in impairment and (gain) loss on the sale of businesses as well as gain from early extinguishment of debt and a change in estimate to increase the professional liability claims accrual incurred during the year ended December 31, 2024, partially offset by a decrease in the provision for income taxes and the factors that contributed to the increase in Adjusted EBITDA. The increase in Adjusted EBITDA for the year ended December 31, 2024, compared to the same period in 2023, was driven by higher same-store volumes, increased reimbursement rates, favorable changes in payor mix, a higher net benefit from supplemental reimbursement programs, reduced expense for contract labor and reductions in supplies expense, partially offset by lower acuity, increased patient claim denials and increased costs for outsourced medical specialists. During 2024, the Company completed two hospital divestitures, one of which was completed on August 1, 2024, and one of which was completed on October 1, 2024. In addition, during 2025 through the date of this press release, the Company divested its 50% interest in a hospital which was completed on February 1, 2025. Financial and statistical data presented in this press release includes the operating results of divested or closed businesses for the periods prior to the consummation of the respective divestiture or closure. Same-store operating results and statistical information include operating results of businesses operated in the comparable current year and prior year periods and exclude businesses divested in 2024 and 2023. Commenting on the results, Tim L. Hingtgen, chief executive officer of Community Health Systems, Inc., said, "We continue to make meaningful progress in key strategic areas, and we were especially pleased with demand for our services and strong same-store volume growth. As we look forward to 2025, we remain confident in our portfolio, optimistic about our future opportunities, and grateful to our clinicians and support teams who consistently deliver high-quality care for their patients." 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/5fm76xcm About Community Health Systems Inc. Community Health Systems, Inc. -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. Its affiliates provide healthcare services, developing and operating healthcare delivery systems in 40 distinct markets across 15 states. For the year ended December 31, 2023, the net loss attributable to Community Health Systems, Inc. stockholders was $133 million, compared to net income of $46 million for the same period in 2022. As of June 30, 2024, the Company had $14.4 billion in total assets, $15.3 billion in total liabilities, $324 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and $1.2 billion in total stockholders' deficit. * * * Egan-Jones Ratings Company on January 23, 2025, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Community Health Systems, Inc. In August 2024, S&P Global Ratings raised its rating on Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). At the same time, S&P also raised its ratings on the senior unsecured notes to 'CCC-' from 'D'. The outlook is negative, reflecting the risk of further distressed exchanges in the intermediate future despite credit metrics potentially improving in 2024. COMTECH TELECOMMUNICATIONS: Welcomes David Kagan to Board --------------------------------------------------------- Comtech Telecommunications Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Board of Directors appointed Mr. David B. Kagan as an independent director. "We are delighted to welcome Dave Kagan to the Comtech Board," said Ken Traub, Chairman, President and CEO of Comtech. "Dave brings both deep experience in the satellite industry as well as strength in capital markets, turnarounds and strategic transactions which will be invaluable as we continue to execute on the comprehensive transformation of Comtech." "I am thrilled to join the Comtech Board," said Mr. Kagan. "I look forward to working with my fellow directors and this highly engaged leadership team as it continues to execute on the recently announced strategic transformation." Mr. Kagan, 63, served as chief executive officer of Globalstar, Inc. (NASDAQ: GSAT), a leading provider of satellite solutions, from September 2018 to September 2023, where he also served as president and chief operating officer from December 2017 to September 2018 and from January 2016 to March 2017. From March 2017 to November 2017, he was the chief operating officer of SpeedCast International Limited. Mr. Kagan previously served as president of ITC Global LLC from August 2014 to September 2015, and president and chief executive officer of Globe Wireless LLC from June 2011 until it was sold to Inmarsat in August 2014. Prior to that, he served as president and chief executive officer of Maritime Telecommunications Network from January 1997 to December 2008. Mr. Kagan currently serves on the Boards of KVH Industries, Inc. (NASDAQ: KVHI) and AscendArc, Inc., and was inducted into the Satellite Hall of Fame in March 2023. He holds a master's degree of Business Administration from Florida Atlantic University and a bachelor's degree in both Finance and Marketing from the University of South Florida, Tampa. The Board has determined that Mr. Kagan qualifies as an independent director in accordance with the requirements of the Nasdaq Stock Exchange. Mr. Kagan will serve on the Audit Committee of the Board. There are no other arrangements or understandings between Mr. Kagan and any other persons pursuant to which Mr. Kagan was selected as a director, and there are no transactions in which Mr. Kagan has an interest which requires disclosure under Item 404(a) of Regulation S-K. Mr. Kagan will receive compensation for service on the Board in accordance with the standard compensatory arrangement described in the Company's proxy statement filed on November 27, 2024 for non-employee directors. In connection with his appointment, Mr. Kagan and the Company will enter into an Indemnification Agreement in the same form as the Form of Indemnification Agreement which was previously filed as Exhibit 10.1 to the Company's Form 8-K filed on December 13, 2024. About Comtech Telecommunications Corp. Headquartered in Chandler, Arizona, Comtech Telecommunications Corp. -- www.comtech.com -- is a global provider of next-generation 911 emergency systems and secure wireless and satellite communications technologies. This includes the critical communications infrastructure that people, businesses, and governments rely on when durable, trusted connectivity is required, no matter where they are -- on land, at sea, or in the air -- and no matter what the circumstances from armed conflict to a natural disaster. The Company's solutions are designed to fulfill its customers' needs for secure wireless communications in the most demanding environments, including those where traditional communications are unavailable or cost-prohibitive, and in mission-critical and other scenarios where performance is crucial. Jericho, New York-based Deloitte & Touche LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Oct. 30, 2024, citing that the Company has suffered recurring losses and negative cash outflows from operations, and may be unable to maintain compliance with financial covenants required by its credit agreement that raise substantial doubt about its ability to continue as a going concern. Comtech Telecommunications disclosed $793,203,000 in total assets, $494,139,000 in total liabilities, and $150,364,000 in total stockholders equity at October 31, 2024. CONFLUENCE TECHNOLOGIES: Moody's Appends 'LD' Designation to PDR ---------------------------------------------------------------- Moody's Ratings appended a limited default ("/LD") designation to Confluence Technologies, Inc.'s probability of default rating, revising it to Ca-PD/LD from Ca-PD. The /LD designation appended to the PDR will be removed in three business days. Concurrently, Moody's downgraded Confluence's existing senior secured first lien term loan rating to Caa2 from Caa1. There is no change to the company's Caa3 corporate family rating and the negative outlook. The company, through a principally SaaS-based sales model, provides performance reporting, analytics, regulatory reporting, risk, and data solutions to capital markets clients. The rating actions follow Confluence's recent amendments to the terms of its first lien and second lien credit agreements. Under the amended terms of the first lien credit agreement, the company established a new $60 million super priority term facility (unrated) and a new $55 million super priority revolving credit facility (unrated), both of which are due in 2028. The revolving credit facility replaced Confluence's predecessor first lien revolving credit facility and the proceeds from the super priority term facility were used largely to repay borrowings on the predecessor first lien revolving credit facility. Under the amended terms of the second lien credit agreement, the company fully exchanged $205 million of second lien bank debt with an equivalent amount of new debt which will pay interest, in part, as a payment in kind. Moody's views these amendments as necessary steps to avoid missing Confluence's next upcoming cash interest payment due March 2025 and consider the amendments as a limited default under Moody's definitions. The rating actions also reflect Moody's concerns that Confluence's capital structure is unsustainable. Confluence's willingness to continue to maintain a very highly levered capital structure is indicative of the company's aggressive financial strategies, a key ESG governance consideration and a driver of the rating actions. RATINGS RATIONALE Confluence's Caa3 CFR is constrained by the company's elevated financial leverage with pro forma debt-to-EBITDA (based on Moody's calculations) of approximately 12x as of 30 September 2024 and Moody's ongoing concerns that the capital structure is unsustainable. Confluence's credit profile is also negatively impacted by the company's concentrated equity ownership structure, tolerance for aggressive financial strategies, small revenue scale, and industry concentration in a very competitive end market comprised primarily of software providers for asset managers and servicers in the financial sector. These concerns are partially mitigated by Confluence's established market niche and a large subscriber base, including blue-chip asset managers and servicers. The company's credit quality also benefits from high customer retention rates and a predictable, recurring revenue model as a provider of SaaS-based and licensed software solutions to the financial services sector. Following the completion of the priming and debt exchange transactions, Moody's believes that Confluence's liquidity profile is adequate, principally supported by a pro forma cash balance of $33 million. Moody's expects Confluence to incur continued free cash flow deficits, albeit at a moderating pace, in 2025. The company's liquidity is also supported by full availability under its new $55 million super priority revolving credit facility which is currently undrawn. The company's term loans are not subject to financial covenants, but the revolving credit facility has a springing covenant based on a maximum net first lien leverage ratio of 9x, which the company should be in compliance with over the next 12-15 months. The instrument ratings reflect the Ca-PD/LD PDR and a higher than average overall recovery in a potential default scenario. The senior secured first lien term loan rating of Caa2 is one notch above the Caa3 CFR and takes into account its superior ranking in the capital structure relative to the company's senior secured second lien term loan, which provides first loss support to the super priority debt and Confluence's first lien term loan. The negative outlook reflects Moody's expectations for Confluence's financial leverage to remain elevated and liquidity to weaken throughout the coming year, further pressuring credit quality. The outlook could be changed to stable if Confluence is able to sustain an adequate liquidity profile and demonstrate an ability to generate positive free cash flow. A comprehensive review of all credit ratings for the respective issuer(s) has been conducted during a rating committee. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A rating upgrade is unlikely in the near term given the negative outlook. Over the longer term, the ratings could be upgraded if Confluence maintains consistent revenue and EBITDA growth, adheres to a more conservative financial policy such that debt-to-EBITDA is reduced significantly from current levels, and the company sustains positive free cash flow as well as an adequate liquidity profile. The ratings could be downgraded if Confluence experiences a deterioration in financial performance resulting in material weakening of the company's liquidity profile and an increased risk of default. The ratings could also be downgraded if Moody's recovery expectations in the event of default diminish. The principal methodology used in these ratings was Software published in June 2022. Confluence, which is principally owned by Clearlake Capital Group, L.P.'s ("Clearlake") and TA Associates Management, L.P. ("TA"), provides, primarily through a SaaS-based sales model, performance reporting, analytics, regulatory reporting, risk, and data solutions to capital markets clients. CONNEXA SPORTS: Board OKs Employment Agreements With CEO, CFO ------------------------------------------------------------- Connexa Sports Technologies Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Board of Directors approved the entry into employment agreements with Thomas Tarala, 58, as the Company's Chief Executive Officer and Guibao Ji, 60, as the Company's Chief Financial Officer. Both Mr. Tarala and Mr. Ji have been serving in such capacities since November 21, 2024. The Company also appointed Mr. Tarala to the position of secretary of the Company as of February 12, 2025. * Thomas Tarala Mr. Tarala has 30 years of international corporate finance experience in New York, London, and Hong Kong, including as a partner at two leading international law firms and as General Counsel for the international operations of one of the largest private conglomerates in China. As a partner of Baker McKenzie from 2022 to 2024 and another international firm earlier in his career, Mr. Tarala has led U.S. securities practices in Hong Kong, advising on equity and debt transactions, as well as cross-border joint ventures involving companies listed on Nasdaq. With a particular focus on the technology sector, he has acted for companies and investment banks in Mainland China, Hong Kong, Singapore, Indonesia, and Thailand, including on award-winning transactions in the region. As General Counsel of HNA Group (International) Company Limited, the overseas headquarters of a large conglomerate, from 2017 to 2022, Mr. Tarala worked closely with the business teams on a wide range of corporate and finance transactions, including multi-billion dollar acquisitions and divestments of household-name companies, the sale of airlines, and a range of investments ranging from New York and London skyscrapers to global technology companies, as well as numerous companies that were number one globally in their respective fields. Mr. Tarala graduated magna cum laude and Phi Beta Kappa from Georgetown University with a Bachelor of Science degree in Foreign Service and holds a Juris Doctor degree from the University of Virginia School of Law. Thomas speaks English, French, Spanish, and Mandarin and is qualified to practice law in New York, Connecticut, Florida, England and Wales, and Hong Kong. Mr. Tarala does not have a family relationship with any of the officers or directors of the Company. There were no understandings or arrangements between Mr. Tarala and any other person pursuant to which he was selected as an officer of the Company. Mr. Tarala's Employment Agreement (also referred to as a Service Agreement) is for a term of five years but may be terminated at any time by the Company by giving Mr. Tarala 180 days' prior written notice of such termination. In such a case, all of his unvested stock, warrant, and option compensation of any nature will vest without any further action required on his part. Mr. Tarala's right to receive compensation, whether in cash or securities, will survive any termination of his Employment Agreement. Mr. Tarala's compensation as Chief Executive Officer of the Company includes: (i) a base salary of $720,000 annually and (ii) a signing bonus of $300,000 in the form of the Company's common stock. In addition, Mr. Tarala is due a bonus of $1,000,000 in cash and/or securities (with the form of payment(s) to be agreed by and between Mr. Tarala and the Board) as a success fee for his role in the merger of Connexa with Yuanyu Enterprise Management Co., Limited (presently a Hong Kong subsidiary of the Company) and the successful listing of the combined company on The Nasdaq Capital Market. This success fee has not yet been paid to Mr. Tarala. Mr. Tarala is entitled to an annual bonus, earned as of the end of each fiscal year and as of the date of termination of his Employment Agreement, of at least 100% of his then Base Salary, payable in cash and/or stock, options and/or warrants, as agreed between him and the Board. Mr. Tarala will also be entitled to a special bonus in the event of a Change of Control by the Company (or any successor entity) in a lump-sum amount equal to 3% of the increased valuation of the surviving corporation resulting from such Change of Control (with the determination of increased valuation detailed in his Employment Agreement). The right to receive a special bonus will survive the termination of Mr. Tarala's Employment Agreement for two years. For purposes of Mr. Tarala's Employment Agreement, "Change of Control" means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) the acquisition by a third party (or more than one party acting as a group) of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities other than by virtue of a merger, consolidation, or similar transaction; (ii) the closing of a merger, consolidation, acquisition, or other business combination other than a Business Combination in which the holders of the shares immediately prior to the Business Combination have substantially the same proportionate ownership of the common stock of the surviving corporation immediately after the Business Combination as immediately before; (iii) the dissolution or liquidation of the Company; (iv) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company; (v) the Company acquiring a controlling interest in a business with a value exceeding 66% of YYEM; or (vi) the dominant business of the Company in terms of revenue no longer being the licensing out of technology relating to matchmaking or online dating. Mr. Tarala will be entitled to participate in any bonus plans or incentive compensation plans approved by the Company from time to time. It is agreed that any such plans will be retroactive to November 21, 2024. The Company also agreed to provide Mr. Tarala with annual grants, at least once per calendar year and also upon termination of his Employment Agreement, in the form of securities with the value of such Awards at the time of grant equivalent to at least 100% of his then Base Salary. The Company agreed that any securities delivered as part of Mr. Tarala's Awards (or as part of his other compensation) will be issued pursuant to a Securities Act-registered plan if such exists, and, if there is no Securities Act-registered plan, to register the shares as promptly as possible, with the costs being paid by the Company. Mr. Tarala will be entitled to participate in any equity or option plan (or similar) adopted by the Company for its directors, officers, or employees. To the extent the Company does not have sufficient funds to pay Mr. Tarala his Base Salary, Mr. Tarala will have the option of deferring the aggregate unpaid amount, which will be registered in the Company's books as a loan given to the Company by him. So long as any amount of his Base Salary remains unpaid, Mr. Tarala will have the option to convert such amount, or part of it, into shares of the Company (or warrants to purchase shares) at the weighted average trading price of the 10 days prior to the date of the request by him to exercise this option. This option will survive the term of Mr. Tarala's Employment Agreement. Mr. Tarala was granted the transferable option to include any and all shares of common stock issued by the Company to him pursuant to his Employment Agreement on each registration statement that the Company files with SEC, subject to pro rata reductions of the shares being registered pursuant to comments of the staff of the Securities and Exchange Commission. * Guibao Ji Guibao Ji has been a certified public accountant in China for 25 years and worked as an accountant at Shenzhen Wanda Accounting Firm beginning in January 2005. He was a partner of the firm and is an independent director of a number of listed companies, including Brightstar Technology Group and Hekeda Technology Co. Ltd. Mr. Ji graduated from Central Radio and TV University in 1994 with a degree in Business Accounting. He was certified by the Chinese Institute of Certified Public Accountants in 1999. Mr. Ji does not have a family relationship with any of the officers or directors of the Company. There were no understandings or arrangements between Mr. Ji and any other person pursuant to which he was selected as an officer of the Company. There are no related party transactions reportable under Item 5.02 of Current Report on Form 8-K and Item 404(a) of Regulation S-K. Mr. Ji's Employment Agreement may be terminated by either party on one week's notice for the first three months of Mr. Ji's employment with the Company and, after such three-month period, on one month's written notice. Mr. Ji's compensation as Chief Financial Officer of the Company includes: (i) an annual salary of $250,000 and (ii) a discretionary bonus to be based on the Company's overall business performance. About Connexa Sports Headquartered in Windsor Mill, Maryland, Connexa Sports Technologies Inc. -- www.connexasports.com -- is a connected sports company delivering products, technologies, and services across a range of activities in sports. Connexa's mission is to reinvent sports through technological innovation driven by an unwavering focus on today's sports consumer. Connexa reported $21,583,761 in total assets, $13,542,980 in total liabilities, and $8,040,781 in total stockholders' equity as of October 31, 2024. Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's former auditor 2023, issued a "going concern" qualification in its report dated July 24, 2024, citing that the Company suffered an accumulated deficit of $(167,387,028), net loss of $(15,636,418), and decline in net sales. These matters raise substantial doubt about the Company's ability to continue as a going concern. On October 30, 2024, the Board of Directors and the audit committee of the Company approved the engagement of Bush & Associates CPA as the Company's independent registered public accounting firm for the fiscal year ended April 30, 2025, effective immediately, and dismissed Olayinka Oyebola & Co as the Company's independent registered public accounting firm. The reason for the dismissal of OOC and the engagement of B&A is that due to the charges brought by the U.S. Securities and Exchange Commission against OOC for allegedly aiding and abetting a securities fraud, the risk of continuing with OOC as the Company's auditor is no longer tolerable to the Company. COSMOS HEALTH: To Delay Offering Until Filing of Annual Report -------------------------------------------------------------- Cosmos Health Inc., a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pharmaceutical and nutraceutical brands, manufacturer and distributor of healthcare products, and operator of a telehealth platform, announced on February 18, 2025, that it will not proceed with an offering pursuant to its Registration Statement on Form S-1 until after filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. About Cosmos Health Inc. Cosmos Health Inc. (Nasdaq: COSM), incorporated in 2009 in Nevada, is a diversified, vertically integrated global healthcare group. The Company owns a portfolio of proprietary pharmaceutical and nutraceutical brands, including Sky Premium Life, Mediterranation, bio-bebe, and C-Sept. Through its subsidiary, Cana Laboratories S.A., which is licensed under European Good Manufacturing Practices (GMP) and certified by the European Medicines Agency, it manufactures pharmaceuticals, food supplements, cosmetics, biocides, and medical devices within the European Union. Cosmos Health also distributes a broad line of pharmaceuticals and parapharmaceuticals, including branded generics and OTC medications, to retail pharmacies and wholesale distributors through its subsidiaries in Greece and the UK. Furthermore, the Company has established R&D partnerships targeting major health disorders such as obesity, diabetes, and cancer, enhanced by artificial intelligence drug repurposing technologies. It focuses on the R&D of novel patented nutraceuticals, specialized root extracts, proprietary complex generics, and innovative OTC products. Additionally, Cosmos Health has entered the telehealth space through the acquisition of ZipDoctor, Inc., based in Texas, USA. With a global distribution platform, the Company is currently expanding throughout Europe, Asia, and North America, with offices and distribution centers in Thessaloniki and Athens, Greece, and in Harlow, UK. New York, N.Y.-based RBSM LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated August 5, 2024, citing that the Company has incurred substantial operating losses and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. As of September 30, 2024, Cosmos Health had $64,519,982 in total assets, $29,543,383 in total liabilities, and $34,976,599 in total stockholders' equity. CPV SHORE: S&P Assigns 'B+' Rating on Senior Secured Term Loans --------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '2' recovery rating to CPV Shore Holdings LLC's (CPV Shore) term loan B (TLB) and term loan C (TLC). The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 80%) recovery in a default scenario. The stable outlook reflects S&P's expectation that CPV Shore will sustain a minimum S&P Global Ratings-adjusted debt service coverage ratio (DSCR) of at least 1.27x in all years, with a median DSCR of 1.33x. The Woodbridge Energy Center (Woodbridge or the plant) is a 725-megawatt combined-cycle, gas-fired power plant in Middlesex County, N.J., in the Eastern Mid-Atlantic Area Council (EMAAC) zone of PJM Interconnection LLC (PJM). Woodbridge is owned by CPV Shore, which itself is owned by CPV Shore Investment LLC (68.78%), Osaka Gas Shore LLC (20%), and John Hancock Life Insurance Co. (U.S.A.) (11.22%). With an annual average base load heat rate below 7,000 Btu per kilowatt-hour, CPV Shore is an efficient and competitive combined-cycle generator that sits low on the PJM and EMAAC dispatch curve. The project is in a highly attractive capacity zone within the PJM system, as capacity payments in EMAAC are higher than in the rest of the regional transmission organization because of power transmission constraints. With no long-term contractual cash flows, the project's principal risk is its exposure to market forces in PJM, and the broader merchant power space. However, cleared capacity revenues, hedging, and tariff-based ancillary cash flows partially offset this risk. Consistent with other projects financed with TLB structures, the project will not have sufficient cash flow available for debt service and cash on hand to repay debt outstanding at maturity; therefore, it will be exposed to market conditions at that time. The single-asset, stand-alone plant lacks scale and geographic diversity. CPV Shore issued a new $325 million TLB, $61 million TLC, and $50 million revolver to refinance its existing capital structure. CPV Shore issued a $325 million seven-year senior secured TLB due Feb. 4, 2032; a $61 million seven-year senior secured TLC due Feb. 4, 2032; and a $50 million five-year senior secured revolver due Feb. 4, 2030. The project applied proceeds from the TLB refinancing and additional cash contribution of $80 million from sponsors to repay an existing $361 million TLB due 2025 in addition to paying transaction costs and funding an operating reserve. The project also used the revolver and TLC to issue the letters of credit to replace the existing revolver of $95 million due 2025. Lower leverage improves the DSCR forecast, which is supported by recent momentum in the PJM capacity market. Favorable expectations in the PJM EMAAC capacity market support long-term DSCRs, which S&P expects will improve because of the lower leverage resulting from the refinancing. The cleared capacity price of $269.92 per megawatt day (/MW-day) for the 2025-2026 period represents a significant increase--more than five times the 2024-2025 auction results, partially offset by RGGI costs. In addition, CPV Shore repaid $36 million of the existing TLB through a cash contribution from sponsors, resulting in a lower new TLB balance and reduced future debt service payments, improving our forecast DSCRs. S&P said, "We project DSCRs will improve starting in mid-2025 as the higher cleared capacity prices take effect. As a result, we expect CPV Shore will increase cash sweeps in the second half of 2025 and throughout the TLB period. We anticipate the TLB balance at maturity will be approximately $150 million. "We expect higher load growth in PJM will likely continue to accelerate and forecast a 2026-2027 delivery year EMAAC capacity price of $250/MW-day. We believe the EMAAC capacity price should revert to the $175/MW-day area in the long term. With our revised long-term capacity price assumptions, and accounting for ongoing elevated RGGI costs, we project a minimum DSCR of 1.27x post-refinancing, which we view as commensurate with the rating. "Historical performance was in line with our expectations. CPV Shore's operational and financial performance in 2023 and in the first nine months of 2024 was in line with our expectations. During this period, the project swept $7.5 million toward debt paydown, meeting our forecast cash sweep. Post-hedging, the project realized clean spark spreads of $8.40 per megawatt-hour (/MWh) in 2023 and $10.35/MWh in the first nine months of 2024. Operationally, CPV Shore maintained an availability factor of 83% in 2023 because of the scheduled two-month outage, and 93% in the first nine months of 2024. The project operated at a capacity factor of approximately 60% during both periods. "The stable outlook reflects our expectation that CPV Shore will generate DSCRs of 1.3x-1.7x through the TLB term (2025-2032). We also expect the minimum DSCR will remain above 1.27x during the project's life, which includes the post-refinancing period (2032-2045)." S&P could consider a negative rating action if the project is unable to sustain DSCRs above 1.20x or if its ability to withstand adverse economic and operating conditions weakens. This could stem from: -- Weaker realized spark spreads or lower PJM capacity prices for delivery year 2026-2027 and beyond; -- Unplanned outages that substantially affect generation or result in a reduced capacity bonus; -- Economic factors in which the power plant dispatches materially lower than our base-case expectations; or -- The project's excess cash sweeps are lower than our forecast, resulting in a TLB balance of more than $155 million at maturity. S&P said, "We could consider raising the rating if we believe the project will achieve a minimum DSCR of at least 1.40x throughout the life of the debt, including the post-refinancing period (2032-2045). We would expect this to occur via meaningful improvement in debt paydown if the project's realized clean spark spreads increase, or if uncleared capacity prices in PJM's EMAAC zone improved while the project realizes favorable capacity factors. This would result in higher cash flow available for debt service, leading to a lower-than-anticipated TLB balance at maturity." CREATIVE REALITIES: Enters Third Amendment to Reflect Merger Deal ----------------------------------------------------------------- As previously reported, on November 12, 2021, Creative Realities, Inc., Reflect Systems, Inc., and RSI Exit Corporation entered into an Agreement and Plan of Merger. On February 17, 2025, the parties executed a Third Amendment to the Merger Agreement, which provides that former Reflect stockholders seeking payment of "Guaranteed Consideration" under the Merger Agreement may submit written demands for such payment for a 30-day period starting February 24, 2025. About Creative Realities Creative Realities, Inc. -- http://www.cri.com/-- provides innovative digital signage and media solutions to enhance communications in a wide-ranging variety of out-of-home environments, key market segments, and use cases, including Retail; Entertainment and Sports Venues; Restaurants, including quick-serve restaurants; Convenience Stores; Financial Services; Automotive; and Medical and Healthcare Facilities. Louisville, Kentucky-based Deloitte & Touche LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company is experiencing difficulty in generating sufficient cash flow to service its debt and contingent consideration obligations, which raises substantial doubt about its ability to continue as a going concern. As of June 30, 2024, Creative Realities had $69.6 million in total assets, $41.3 million in total liabilities, and $28.2 million in total stockholders' equity. CWT GROUP: S&P Downgrades ICR to 'CCC' on Liquidity Pressures ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Minnetonka, Minn.-based global business travel and meetings solutions provider CWT Group LLC to 'CCC' from 'CCC+' and its issue-level ratings on its super-priority first-lien debt and senior-secured second-lien term loan to 'B-' and 'CC', respectively, from 'B' and 'CCC'. Furthermore, S&P removed the ratings from CreditWatch, where it had placed them with positive implications on March 29, 2024, and assigned a developing outlook. The developing outlook indicates that S&P could lower the rating if the risk of a payment default scenario rose or raise the rating if the proposed acquisition by Amex GBT achieved necessary regulatory and other approvals to close. S&P believes CWT is likely to violate its minimum liquidity covenant and is dependent on external financing to offset free cash flow deficits. In addition, the company has near-term debt maturities in November 2026. On Jan. 10, 2025, the U.S. Department of Justice (DoJ) filed a civil antitrust lawsuit to block Amex GBT's (BB-/Stable) proposed cash-and-stock acquisition of CWT. S&P said, "CWT faces liquidity pressures and heightened refinancing risk from its near-term debt maturities, which causes us to view its liquidity as weak. CWT had about $45 million of cash on its balance sheet and negligible access to its revolving credit facility (RCF) as of Sept. 30, 2024. We believe CWT is likely to violate its minimum liquidity covenant imposed by the revolving credit agreement in 2025, unless the company receives a covenant amendment or additional capital infusions from its shareholders. For example, in June 2024, CWT received $20 million of additional liquidity in the form of incremental second-lien debt. Although the maturity date of its super-priority first-lien debt is November 2026, a $50 million portion of its RCF issued as letters of credit matures on Dec. 5, 2025. "Following the company's debt recapitalization in 2023, we had expected CWT to return to positive EBITDA and cash flow in 2024 due to its solid position in the niche business travel segment and ability to win large clients with scale and global reach. While the business travel segment has grown despite some macroeconomic uncertainty, we believe CWT has underperformed our expectations due to additional contract exits, pricing pressures from its customers, and competitive pressures. As a result, we now expect the company to generate slightly positive S&P Global Ratings-adjusted EBITDA (adjusted for capitalized software development costs) in 2024 and a reported free cash flow deficit of $45 million-$55 million. "Furthermore, we expect continued weak operating performance to result in additional free cash flow deficits in 2025, but slightly improving to between $20 million deficit and breakeven. As such, we believe CWT's operating needs are unlikely to be covered through available internal sources, making the company dependent on external financing. Although CWT has received considerable support from its lender group in the form of several amendments, CWT's liquidity remains weak. Absent the Amex GBT acquisition closing or a liquidity infusion from CWT's lenders, we believe the company will have insufficient funds to cover its operations over the next 12 months. "If the proposed transaction can achieve regulatory and other approvals, we expect the combined company will have stronger creditworthiness than stand-alone CWT. The proposed transaction has faced significant regulatory scrutiny from the DoJ and the UK Competition and Markets Authority (CMA). Although the CMA recently provisionally approved the merger with a final decision expected to be made by March 9, 2025, a U.S. judge has set a trial date of Sept. 8, 2025 following the DoJ's lawsuit to block the proposed transaction. If Amex GBT successfully acquires CWT, CWT will benefit from increased scale, with additional customers and total transaction value more than doubling. The combined company will also benefit from a more diverse set of customers, including CWT's global multinational, military, and government clients within Amex GBT's customer base of small to midsize enterprises. Furthermore, we believe the company will benefit from increased choice and volume by its customer base on software platforms if the deal passes regulatory scrutiny, which could mitigate potential EBITDA volatility caused by business travel downturns. Amex GBT also identified run-rate synergy opportunities of approximately $155 million within the first three years. "We understand CWT's debt will either be repaid in full and/or converted to equity before, or at, closing. CWT's debt includes a $200 million super-priority first-lien facility due in 2026 ($110 million revolver, not rated, and $90 million term loan). The company's debt also includes a $120 million senior secured second-lien term loan due in 2029, which is held by the company's equity holders. "The developing outlook indicates that we could lower the rating if the risk of a payment default scenario rose or raise the rating if the proposed acquisition by Amex GBT achieved necessary regulatory and other approvals to close." S&P could lower the rating if we thought the risk of CWT violating its minimum liquidity covenant or another default event had materially increased. This could occur if: -- Lenders did not provide financial support or covenant relief for CWT to maintain compliance with its quarterly minimum liquidity covenant; or -- Lenders did not provide financial support such that CWT were unable to fund operating needs; or -- CWT were unable to refinance its capital structure at par. S&P could raise the rating to Amex GBT's rating pro forma the proposed acquisition if the transaction achieved regulatory approval and were completed. DAVIS AUTO: Hires Meyer & Meyer LLP as Special Counsel ------------------------------------------------------ Davis Auto Group LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Meyer & Meyer, LLP as special counsel. The firm will provide these services: a. negotiations and contract advice related to potential sales of the business; b. negotiations and contract advice related to potential sale of real estate owned by Debtor; c. employment matters related to Debtor's employees; d. delinquent tax matters with the Internal Revenue Service e. advice regarding customer issues, including, but not limited to, failure to title vehicles, repossession of vehicles, and general claims of customers; f. matters pertaining to debts owed to creditors of Debtor, including, but not limited to German American Bank, and Field and Main Bank; g. general legal advice related to matters arising in the general operation of the dealership; and h. assistance of the Debtor's primary Chapter 11 counsel, Dentons Bingham Greenebaum, as needed and related to the business operations of Debtor as impacted by the bankruptcy proceedings. The firm will be paid at $250 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John David Meyer, Esq., a partner at Meyer & Meyer, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John David Meyer Meyer & Meyer, LLP 608 Frederica Street, Suite 301, Owensboro, KY 42301 Tel: (270) 215-2974 About Davis Auto Group LLC Davis Auto Group LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ky. Case No. 24-40815) on December 6, 2024. The Debtor hires Dentons Bingham Greenebaum LLP. Meyer & Meyer, LLP as special counsel. DENALI COMMUNITY: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The U.S. Trustee for Region 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Denali Community Services, LLC. About Denali Community Services Denali Community Services, LLC has a warrant deed of a commercial building located at 7466 Covington Highway, Covington, Ga., valued at $1.8 million. Denali Community Services sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-61512) on October 30, 2024, with total assets of $1,850,600 and total liabilities of $1,219,500. Pamela Alimanzi, managing member, signed the petition. Judge Lisa Ritchey Craig oversees the case. The Debtor is represented by: Kenneth Mitchell, Esq. Giddens Mitchell & Associates, P.C. 3951 Snapfinger Pkwy, Ste. 555 Decatur, GA Tel: 770-987-7007 Fax: 404-289-7654 Email: gmapclaw@gmail.com DICK'S AUTOMOTIVE: Seeks to Extend Plan Exclusivity to July 16 -------------------------------------------------------------- Dick's Automotive Transport, Inc. asked the U.S. Bankruptcy Court for the Northern District of California to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to July 16 and September 16, 2025, respectively. The Debtor filed this Bankruptcy Case to reorganize its financial affairs pursuant to a plan of reorganization that will allow the business to continue operations, pay its employees, and pay its general unsecured claims. The Debtor does business as Dick's Automotive Transport, which was founded by Richard "Dick" Sgarlato in 1957. The Debtor is prosecuting this Chapter 11 case. Specifically, the Debtor has successfully brought and prosecuted its first day motions, its application to employ professionals, its first and second monthly operating reports, and obtained orders valuing the collateral of three different Merchant Cash Advance lenders at zero. The Debtor is working to improve operating revenue and expects to cut rent when one of the two properties from which it operates is sold and it consolidates its business on a single property. The Debtor explains that this case has been pending for only 87 days. This is the first extension that the Debtor is seeking. Adequate information as to feasibility has not yet been developed as the Debtor is seeking to stabilize operations and return to profitability by the end of April, 2025. The Debtor expects to propose an earn-out plan and commit its net income for 5 years to pay a dividend to unsecured creditors after payments to administrative, secured and priority claims. The Debtor anticipates approximately $80,000 in Employee Retention Credits from the Internal Revenue Service will become available by the time a plan is filed. The Debtor claims that it does not seek an extension of the exclusivity periods is being sought to pressure creditors. Rather, the purpose of the extension is to allow the development of the information and operating performance necessary to negotiate a plan. Dick's Automotive Transport, Inc. is represented by: Robert G. Harris, Esq. Binder Malter Harris & Rome-Banks LLP 2775 Park Avenue Santa Clara, CA 95050 Telephone: (408) 295-1700 Email: rob@bindermalter.com About Dick's Automotive Transport Dick's Automotive Transport, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-51752) on Nov. 18, 2024, with $1 million to $10 million in both assets and liabilities. Judge M. Elaine Hammond oversees the case. The Debtor tapped Robert G. Harris, Esq., at the Law Offices of Binder and Malter as counsel and Barry Drake at Drake Business Services Inc. as accountant. DIGITALSPEED COMMUNICATIONS: US 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 DigitalSpeed Communications, Inc. About Digitalspeed Communications DigitalSpeed Communications, Inc., doing business as Slingshot Techonologies Corporation, is a company based in West Conshohocken, Pa. DigitalSpeed sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. E.D. Pa. Case No. 25-10500) on Feb. 6, 2025, listing between $500,000 and $1 million in assets and between $1 million and $10 million in liabilities. Adam H. Pasternack, president of DigitalSpeed, signed the petition. Judge Ashely M. Chan oversees the case. Karalis, PC serves as the Debtor's legal counsel. DIOCESE OF ROCKVILLE: Jones Day Gets Approval for $52MM Ch. 11 Fees ------------------------------------------------------------------- Rick Archer of Law360 reports that on Thursday, February 27, 2025, a New York bankruptcy judge granted final approval for Jones Day's nearly $52 million compensation request for guiding Long Island's Roman Catholic diocese through its Chapter 11 case, dismissing objections that the firm spent excessive time challenging claims. About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York, is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. To deal with sexual abuse claims, the Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as $500 million in both assets and liabilities. Judge Martin Glenn oversees the case. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Diocese's Chapter 11 case. The coxmmittee tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou Faltischek, PC as its bankruptcy counsel and special real estate counsel, respectively. Robert E. Gerber, the legal representative for future claimants of the Diocese, is represented by the law firm of Joseph Hage Aaronson, LLC. DIRECT LENDING: Receiver Reaches $18MM Settlement With DLI Entities ------------------------------------------------------------------- The Court-appointed receiver for the estate of Direct Lending Investment LLC, Direct Lending Income Fund LP ("DLIF"), Direct Lending Income Feeder Fund Ltd. ("DLIFF"), DLI Capital Inc., DLI Lending Agent LLC, DLI Asset Bravo LLC (in receivership)("DLI Receivership Entities"), the Joint Official Liquidators of Direct Lending Income Feeder Fund Ltd. ("JOLS)(in official liquidation)(together with DLI Receivership Entities "DLI Entities"), and the party investors of the DLI Entities ("Claimants") have reached an agreement to settle all claims asserted or that could have been asserted against certain directors and offices of the DLI Entities ("D&Os") by claimants or any DLIF investor that does not exclude itself from the settlements ("participating DLIF investors"), that are based upon, related to, or in connection with professional services provided by the D&Os to the DLI entities, among others released claims. Pursuant to the settlement agreement, the D&O Policy Insurers will pay the amount of $18 million to be deposited into escrow accounts for DLIF Investors, DLIFF, and Party investors, from which will be paid a reserve of $1.2 million for the sole benefit of the Ross Entities, a reserve of $500,000 for the sole benefit of the D&Os other than Ross, $2 million to the receiver for DLIF Investors and DLIFF, Court approved attorneys' fees which have been requested by counsel for the receiver and party investors of up to 30% or $5.3 million and $8.9 million to be distributed to the Receiver for DLIFF and participating DLIF Investors and to the Party Investors. As part of the settlement agreement, the Receiver has requested entry of a final order approving the settlement agreement from the United States District Court, Central District of California, Securities and Exchange Commission v. Direct Lending Investment LLC, Case No. 19-cv-2188 ("SEC Action"). If the Court in the SEC Action approves the settlement agreement, claimants and participating DLIF investors will be eligible to receive their portion of the Net Settlement amount as determined by the distribution method approved by the Court in the SEC Action. A separate portion of the net settlement amount will be distributed by the JOLs of DLIFF in accordance with Cayman Island Law. Investors have the right to exclude themselves from the settlement agreement pursuant to the procedures described in the notices to be sent to investors. The deadline to opt-out is March 31, 2025. The Court in the SEC action will hold a hearing to consider whether to approve the settlement agreement and enter final approval orders at 1:30 p.m. on April 14, 2025, in Courtroom 7D of the United States District Court for the Central District of California, First Street Courthouse, 350 West 1st Street, Los Angeles, California 90012. The Court will consider whether the settlement agreement is adequate, fair, and reasonable. If you wish to object to the settlement agreement or appear at the hearing, email any objections in writing to TeamDLI@stretto.com on or before March 24, 2025. Specific information on objecting is provided in the Optout Notices and the Notices of Proposed Settlement. Complete copies of the amended settlement agreement, the proposed order approving settlement agreement, and other settlement documents are available on the receiver's Web site at: http://case.stretto.com/dlior be emailing: TeamDLI@stretto.com or by calling: 855-855-1564. Direct Lending Investment LLC is an investment company. The Company invests in private debts. Direct Lending Investments serves customers in the State of California. DMD CUSTOM: Unsecureds Will Get 10% of Claims over 3 Years ---------------------------------------------------------- DMD Custom Critical, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Illinois a First Amended Plan of Reorganization under Subchapter V dated February 15, 2025. The Debtor is a transportation company. It owns trucks and trailers. Its tractors and trailers are operated by independent contractors under a so called "leasing" arrangement akin to a subcontract. The "lessee"/subcontractor pays for all expenses incurred in the operation of the trucks and trailers and, in turn, pays DMD a percentage of the gross receipts as lease payments. DMD uses these receipts to make installment payments for the trucks that it finances with various lenders. The transportation industry has been drastically affected in light of current economic conditions. Margins are extremely low and fuel costs are extremely high. The Debtor has taken steps to reduce its expenses and is confident in its projections showing a profitable company over the next three-year period. This is because the value of Debtor's trucks and trailers are profoundly depressed. There is no equity available for unsecured creditors in any of the trucks or trailers, all of which are subject to the liens of undersecured creditors. Other than the trucks and trailers, the only asset of any significance is Debtor's accounts receivable, which are fully encumbered by the blanket lien of the SBA. These financial projections show that Debtor will have a total projected disposable income of $946,179.72. The term of the plan is 36 months (3 years). Under the terms of this Plan, secured creditors will receive 100% of their allowed secured claims with interest at agreed upon rates as to certain creditors and for all other creditors, at a rate 2% in excess of the prevailing rate for 3-year United States Treasury Notes in effect as of the effective date of the plan. In addition, such creditors will receive no less than 10% of their allowed unsecured claims payable monthly from the projected disposable income of the Debtor. The claim of the Small Business Administration will be unimpaired and paid in accordance with its terms. This Plan of Reorganization proposes to pay creditors of DMD from cash flow generated by the operation of the business. The Plan provides for eight classes of secured claims, one class of nonpriority unsecured claims, and one class of equity security holders. Nonpriority unsecured creditors holding allowed claims will receive monthly distributions, which the Debtor has valued at approximately 10 cents on the dollar, from the projected disposable income over the three-year period after the confirmation of the Plan. This Plan also provides for the payment of administrative and priority tax claims. Class 3 consists of Unsecured, non-priority claims. The non-priority unsecured claims will be paid pro-rata from the Debtor's projected disposable income. The Debtor projects distribution to general unsecured creditors in an amount no less than 10%. This Class is impaired. The equity security holder will retain his interest in the Debtor. The Plan will be funded by the business operations of DMD Custom Critical, Inc. A full-text copy of the First Amended Plan dated February 15, 2025 is available at https://urlcurt.com/u?l=Bgsa6d from PacerMonitor.com at no charge. Counsel to the Debtor: David P. Leibowitz, Esq. Leibowitz, Hiltz & Zanzig, LLC 53 W. Jackson Blvd., Suite 1301 Chicago, IL 60604 Telephone: (312) 662-5750 Email: dleibowitz@lakelaw.com About DMD Custom Critical DMD Custom Critical, Inc. is a trucking company in Des Plaines, Ill., which provides expedited transportation services to all 48 states. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-10873) on July 26, 2024, listing $874,500 in assets and $1,885,742 in liabilities. Ira Bodenstein serves as Subchapter V trustee. Judge Donald R. Cassling presides over the case. The Debtor is represented by David P Leibowitz, Esq., at Leibowitz, Hiltz & Zanzig, LLC. DMMJ REALTY: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: DMMJ Realty Corp. 143 Westchester Ave Port Chester, NY 10573 Business Description: DMMJ Realty Corp. is a single asset real estate debtor, as defined in 11 U.S.C. Section 101(51B). Chapter 11 Petition Date: February 27, 2025 Court: United States Bankruptcy Court Southern District of New York Case No.: 25-22157 Judge: Hon. Sean H. Lane Debtor's Counsel: Robert L. Rattet, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue 34th Floor New York, NY 10158 Tel: 212-557-7200 Fax: 212-286-1884 Email: rlr@dhclegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Patricia Barajas as president. The Debtor did not provide a list of its 20 largest unsecured creditors in the petition. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/3AE62LI/DMMJ_Realty_Corp__nysbke-25-22157__0001.0.pdf?mcid=tGE4TAMA DON ENTERPRISES: Gets Court OK to Use Cash Collateral ----------------------------------------------------- DON Enterprises, Inc. received approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to use cash collateral. The Debtor is a non-profit corporation based in Pennsylvania. It was formed to provide affordable and accessible housing for individuals with disabilities, seniors, and people affected by domestic abuse or substance abuse recovery. The Debtor owns several properties in New Castle, Pennsylvania: (ii) two homes occupied by tenants with special needs, (ii) one community garden and eight commercial buildings for community use or rented to other businesses/agencies; and (iii) around 30 vacant lots that are planned for future housing developments for individuals in need. These properties generate rental income, which the Debtor uses to fund operations. The Debtor's former CEO, Christopher Lloyd, retired in September 2022 and passed away in 2023. His management company, DON Management, had previously provided administrative services to the Debtor. After his retirement, operations were initially taken over by the previous management team and, later, a new team was appointed in August 2023. During this time, DON Management's services were no longer needed. Cheryl Lloyd, the Debtor's spouse, initiated legal action against the Debtor for an outstanding note (the "Lloyd Note") and an unpaid services invoice from DON Management totaling around $750,000. The Debtor argues that it cannot afford to continue funding the litigation while also maintaining its mission and operations. The Debtor has several significant debts. The Debtor owes approximately $1.58 million to Wesbanco Bank, Inc., consisting of a $1.2 million loan and a $380,000 business line of credit. These debts are secured by mortgages on certain real estate and rents received from these properties. Moreover, a $100,000 note was entered into with Chris and Cheryl Lloyd, secured by a mortgage on other real estate owned by the Debtor. The Debtor funds monthly payments on these debts from its rental income. The Debtor operates without employees. Instead, DON Services, another non-profit entity related to the Debtor, handles day-to-day operations and maintenance. The Debtor reimburses DON Services for these services using a percentage of its rental income. The Debtor also receives grant funding, though some of it is restricted to specific purposes or projects. A final hearing is set for March 27. About DON Enterprises Inc. DON Enterprises Inc. is a nonprofit organization focusing on community revitalization, housing, and employment opportunities for people with disabilities. Through its range of programs and services, DON Enterprises strives to foster a more inclusive community while promoting independence and integration into society. DON Enterprises Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 25-20379) on February 17, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by Kathryn L. Harrison, Esq. at CAMPBELL & LEVINE, LLC. Wesbanco Bank, as lender, is represented by: Jeffrey R. Lalama, Esq Meyer Unkovic & Scott LLP 535 Smithfield Street, Suite 1300 Pittsburgh, PA 15222 Tel: 412-456-2876 Fax: 412-456-2864 Email: jl@muslaw.com DORMIFY INC: Seeks to Hires Ordinary Course Professionals --------------------------------------------------------- Dormify, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to retain non-bankruptcy professionals in the ordinary course of business. The Debtors need ordinary course professionals to perform services for matters unrelated to these Chapter 11 cases. The Debtors seek to pay OCPs 100 percent of the fees and expenses incurred. The Debtors do not believe that any of the ordinary course professionals have an interest materially adverse to them, their estates, creditors, or other parties in interest in connection with the matter upon which they are to be engaged. The OCP include: Gross, Mendelsohn & Associates -- Tax Accountant About Dormify Inc. Dormify, Inc. filed Chapter 11 petition (Bankr. D. Del. Case No. 24-12634) on November 18, 2024, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Thomas M. Horan oversees the case. The Debtor tapped Goldstein & McClintock, LLLP as counsel and B. Riley Advisory Services as financial advisor. Reliable Companies is the Debtor's claims and noticing agent. DOUBLE K AH!THENTIC: Seeks to Hire Financial Express as Accountant ------------------------------------------------------------------ Double K Ah!thentic Pizza, LLC and Triple KWK, Inc. seek approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Financial Express as accountant. Financial Express shall be employed to perform various financial and other professional services including, payroll, corporate reporting, federal taxes, and franchise reporting. The firm will charge these rates for its services: Payroll Preparation $40 per payroll Accounting $320 per 4 week period Business Tax Preparation $75 to $1,000 As disclosed in the court filing, Financial Express is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul A. Rahe, CPA Financial Express 5355 Southwyck Blvd Toledo, OH 43614 Telephone: (419) 475-9728 Facsimile: (419) 475-5674 About Double K Ah!thentic Pizza LLC Double K Ah!thentic Pizza LLC owns a pizza shop offering authentic Italian quality pizza. Double K Ah!thentic Pizza LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No.: 25-10159) on February 3, 2025. In its petition, the Debtor reports total assets of $150,848 and total debts of $1,449,922. Honorable Bankruptcy Judge Shad Robinson handles the case. The Debtor is represented by Robert C. Lane, Esq. at THE LANE LAW FIRM. DRIVEHUB AUTO: Hires Latham Luna Eden & Beaudine LLP as Counsel --------------------------------------------------------------- DriveHub Auto Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Latham, Luna, Eden & Beaudine, LLP as its bankruptcy counsel. The firm's services include: a. advising as to the Debtor's rights and duties in this case; b. preparing pleadings related to this case, including a disclosure statement and plan of reorganization; and c. taking and all other necessary action incident to the proper preservation and administration of this estate. The firm will be paid at these rates: Attorneys $500 per hour Junior paraprofessionals $105 per hour The firm received from the Debtor a retainer of $26,738. Latham, Luna, Eden & Beaudine will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel A. Velasquez, Esq., a partner at Latham, Luna, Eden & Beaudine, 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: Daniel A. Velasquez, Esq. Latham, Luna, Eden & Beaudine, LLP 201 S. Orange Ave., Suite 1400 Orlando, FL 32801 Telephone: (407) 481-5800 Facsimile: (407) 481-5801 About DriveHub Auto Inc. DriveHub Auto Inc. is a used car dealership located in Orlando, FL, providing high-quality pre-owned vehicles to customers. With vast connections within the dealer network, the Company is able to offer a diverse selection of lease returns and trade-ins at competitive prices. DriveHub Auto Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-00594) on January 27, 2025. In its petition, the Debtor reports. Honorable Bankruptcy Judge Grace E. Robson handles the case. The Debtor is represented by Daniel A. Velasquez, Esq. at LATHAM LUNA EDEN & BEAUDINE LLP. DYNAMIC AEROSTRUCTURES: Gets Court OK to Tap $4MM Chapter 11 Loan ----------------------------------------------------------------- Alex Wittenberg of Law360 Bankruptcy Authority reports that on February 27, 2025, a Delaware bankruptcy judge approved Dynamic Aerostructures' request to access part of $12.5 million in Chapter 11 financing, acknowledging the funds were necessary despite being "expensive." About Dynamic Aerostructures Dynamic Aerostructures, doing business as FMI Aerostructures, is a manufacturer of specialized components for US fighter jets and spacecraft from SpaceX and Blue Origin. Dynamic Aerostructures and affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-10292) on February 25, 2025. In its petition, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. The Debtor is represented by: Mark L. Desgrosseilliers, Esq. Chipman Brown Cicero & Cole, LLP Hercules Plaza 1313 North Market Street Wilmington, DE 19801 Phone: 302-295-0191 Fax: 302-295-0199 Email: desgross@chipmanbrown.com DYNAMIC AEROSTRUCTURES: Mar. 5 Deadline Set for Panel Questionnaire ------------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of Dynamic Aerostructures, doing business as FMI Aerostructures, et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/5nrrx36c and return by email it to the Office of the United States Trustee so that it is received no later than Wednesday, March 5, 2025 at 4:00 p.m. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Dynamic Aerostructures Dynamic Aerostructures, doing business as FMI Aerostructures, is a manufacturer of specialized components for US fighter jets and spacecraft from SpaceX and Blue Origin. Dynamic Aerostructures and affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-10292) on February 25, 2025. In the petitions signed by Eric Ellis as chief executive officer, the Debtors reported estimated assets between $10 million and $50 million each and estimated liabilities between $50 million to $100 million. The Debtors are represented by Chipman Brown Cicero & Cole, LLP and Rope & Gray LLP. Berkeley Research LLC serves as financial advisor to the Debtors; Configure Partners LLC acts as investment banker; and Kurtzman Carson Consultants LLC dba Verita Global acts as noticing and claims agent. EASTERN COLORADO: Hires Creative Planning as Financial Advisor -------------------------------------------------------------- Eastern Colorado Seeds, LLC received approval from the U.S. Bankruptcy Court for the District of Colorado to employ Creative Planning Business Alliance, LLC as financial advisor. The firm will provide these services: a. assess and monitor the Debtor's financial and operational condition, and advise Debtor regarding the management thereof; b. work with the Debtor's personnel to prepare short/long term business and financial plans; c. assist in communications and negotiation with the Debtor's creditors and other parties having business relationships with the Debtor; d. prepare financial analyses including providing advice for preparing necessary budgeting and projections for a plan and disclosure statement as well as testimony as required; e. if requested by the Debtor, prepare a financing memorandum and undertake efforts to help secure new sources of capital; and f. generally assist the Debtor in its efforts to successfully implement its strategic plan, including but not limited to the possible reorganization, turnaround, sale and/or refinancing of the Debtor's business. The firm will be paid at these rates: Charlie Mosher $350 per hour Jim Kennedy $375 per hour Dan Turnquist $470 per hour Jeff Gorman $470 per hour Alex Smith $500 per hour Chris Tomas $500 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Alex Smith Creative Planning Business Alliance LLC 5454 W 110th St Overland Park, KS 66211 Tel: (608) 237-1318 About Eastern Colorado Seeds, LLC Eastern Colorado Seeds LLC s a full-service seed company offering a wide range of agricultural seeds, including grains, forages, reclamation seeds, and specialty products like pulses, millets, and sunflowers. With locations in Burlington, CO, Dumas, TX, and Clovis, NM, the company ensures efficient delivery and a consistent supply of high-quality products to its customers. The knowledgeable team at Eastern Colorado Seeds specializes in crop advisory, precision technology, and livestock nutrition. Eastern Colorado Seeds LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No.: 25-10244) on January 15, 2025. In its petition, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Honorable Bankruptcy Judge Joseph G Rosania Jr. handles the case. The Debtor is represented by Andrew W. Johnson, Esq. at Onsager Fletcher Johnson LLC. EL DORADO SENIOR: No Resident Care Concern, PCO Report Says ----------------------------------------------------------- Blanca Castro, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Eastern District of California her report regarding the quality of patient care provided at El Dorado Senior Care, LLC's assisted care living facility. The Local Long-Term Care Ombudsman Program (LTCOP) Ombudsman conducted comprehensive site visits to all facilities on Dec. 27 and 30, 2024, and on Jan. 28 and 29. During these visits, the Ombudsman conducted interviews with all residents and staff present. The purpose of the interviews was to aid the court and other interested parties in understanding the implications of El Dorado Senior Care's bankruptcy petition on the residents within this community. Notably, no concerns were expressed by or on behalf of residents during these interactions. The bankruptcy petition has had no noticeable impact on the residents within the community. The Ombudsman noted that Administrator, Jennifer Hinch, and Resident Care Coordinator, Serge Entona, have demonstrated responsiveness and active engagement in discussions regarding resident care, visitation and communication with both residents and their families. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=zqO5cX from PacerMonitor.com. The ombudsman may be reached at: Blanca E. Castro State Long-Term Care Ombudsman Office of the State Long-Term Care Ombudsman California Department of Aging 2880 Gateway Oaks Drive, Suite 200 Sacramento, CA 95833 Telephone: (916) 928-2500 Email: blanca.castro@aging.ca.gov About El Dorado Senior Care El Dorado Senior Care, LLC, a company in El Dorado Hills, Calif., owns and operates community care facilities for the elderly. El Dorado filed voluntary petition for Chapter 11 protection (Bankr. E.D. Calif. Case No. 24-22208) on May 21, 2024, with $3,420,371 in assets and $3,127,562 in liabilities. Benjamin L. Foulk, owner and manager, signed the petition. Judge Fredrick E. Clement oversees the case. D. Edward Hays, Esq., at Marshack Hays Wood, LLP, serves as the Debtor's legal counsel. Blanca Castro has been appointed as patient care ombudsman in the Debtor's Chapter 11 case. ELEMENTS UES: Seeks to Hire Cullen and Dykman as Legal Counsel -------------------------------------------------------------- Elements UES, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Cullen and Dykman LLP as counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties in the continued operation of its business and management of its property; b. representing the Debtor before the bankruptcy court and any other court of competent jurisdiction on matters pertaining to its affairs; c. assisting the Debtor in the preparation and negotiation of a plan of reorganization with its creditors and other parties in interest; d. advising the Debtor on financing matters; e. advising the Debtor in connection with the sale of its assets; f. advising the Debtor with respect to any leases and agreements and its obligations and rights; g. advising the Debtor on legal issues related to its reorganization; h. preparing legal documents; i. performing all other necessary legal services for the Debtor, and j. taking all necessary actions to protect and preserve the value of the estate of the Debtor and other related matters. The hourly rates charged by the firm for its services are as follows: Ralph Preite, Esq. $700 per hour Michelle McMahon, Esq. $790 per hour The firm will also receive reimbursement for out-of-pocket expenses. The retainer fee is $20,000. Ralph Preite, Esq., a partner at Cullen and Dykman, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ralph Preite, Esq. Cullen and Dykman, LLP 333 Earle Ovington Blvd, 2nd Floor Uniondale, NY 11553 Tel: (516) 357-3700 Email: rpreite@cullenllp.com About Elements UES Elements UES, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 25-10033) on January 12, 2025, with $1 million to $10 million in both assets and liabilities. Andrea Fornarola Hunsberger, president and chief executive officer of Elements UES, signed the petition. Judge Michael E. Wiles presides over the case. Ralph E. Preite, Esq., at Cullen and Dykman, LLP represents the Debtor as legal counsel. ENTECCO FILTER: Court Extends Cash Collateral Access to March 21 ---------------------------------------------------------------- Entecco Filter Technology, Inc. received sixth interim approval from the U.S. Bankruptcy Court for the Middle District of North Carolina, Winston-Salem Division to use cash collateral until March 21. The court authorized Entecco to use the cash collateral of PNC Bank, National Association based on the company's four-week budget projection. During this interim period, the company can use up to 110% of any line item in the budget. PNC Bank has a lien on certain assets of the company based on a $125,000 loan extended under a revolving line of credit issued in July last year. As protection for PNC's interest in the cash collateral, the court granted the bank a lien on the company's post-petition assets to the same extent as its pre-bankruptcy lien. In case of any default or unauthorized use of funds, PNC can request immediate relief, including termination of the company's ability to use cash collateral. The next hearing is scheduled for March 19. About Entecco Filter Technology Entecco Filter Technology, Inc., is a Delaware-based environmental technology company, specializing in air purification systems and filter products used in various industries. Entecco filed Chapter 11 petition (Bankr. M.D.N.C. Case No. 24-50707) on September 19, 2024, listing between $1 million and $10 million in both assets and liabilities. James David Edgerton, president and chief executive officer, signed the petition. Judge Lena M. James oversees the case. The Debtor is represented by James C. Lanik, Esq., at Waldrep Wall Babcock & Bailey, PLLC. ENVIROSCENT INC: Hires Carr Riggs & Ingram LLC as Accountant ------------------------------------------------------------ Enviroscent, Inc. seeks approval from the U.S. Bankruptcy Court for the Norther District of Georgia to hire Carr, Riggs, & Ingram, LLC as accountant. The firm will provide provide tax accounting services, including preparation of Debtor's 2024 Tax Returns. The accountant will charge a fixed fee of $15,000 for their ongoing accounting services. As disclosed in the court filings, the accountant is a disinterested person as the term is defined in 11 U.S.C. Sec. 101(14). The accountant can be reached through: Andy Grant, CPA Carr, Riggs & Ingram, LLC 1117 Boll Weevil Circle Enterprise, AL 36330 Phone: (334) 347-0088 About Enviroscent, Inc. Enviroscent, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-62804) on December 3, 2024. In the petition signed by Kevin Coen, chief executive officer, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Jeffery W. Cavender oversees the case. Cameron M. McCord, Esq., at Jones and Walden LLC, represents the Debtor as legal counsel. ERC MANUFACTURING: Taps Juan C. Bigas Law Office as Legal Counsel ----------------------------------------------------------------- ERC Manufacturing Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Juan C. Bigas Law Office to handle its Chapter 11 case. The firm received a retainer in the amount of $9,000, against which the firm will bill on the basis of $300 per hour. The firm will also seek reimbursement for work-related expenses. As disclosed in court filings, Juan C. Bigas Law Office is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Juan Carlos Bigas Valedon, Esq. Juan C Bigas Law Office 515 Ferrocarril Urb. Santa Maria Ponce, PR 00717 Phone: (787) 259-1000 Email: cortequiebra@yahoo.com citas@preguntalegalpr.com About ERC Manufacturing Inc. ERC Manufacturing Inc. owns the property located at Carr 814 Km 0.8 Cedro Abajo, Naranjito, Puerto Rico, spanning 6,977.84 square meters. It includes a two-story commercial office building, two metal concrete industrial buildings, 28 parking spaces, two offices, two terraces, two workshops, two mezzanines, and two bathrooms. The appraised value is $213,000, as of July 27, 2016. ERC Manufacturing Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 25-00475) on February 4, 2025. In its petition, the Debtor reports total assets of $785,322 and total liabilities of $1,599,734. The Debtor is represented by Juan C. Bigas, Esq., in Ponce, Puerto Rico. ESSAR STEEL: Mesabi's Motion for Withdrawal of Reference Granted ---------------------------------------------------------------- The Honorable Gregory B. Williams of the United States District Court for the District of Delaware granted Mesabi Metallics Company LLC's motion for withdrawal of the reference in the case captioned as MESABI METALLICS COMPANY LLC (f/k/a ESSAR STEEL MINNESOTA LLC, Plaintiff, v. CLEVELAND-CLIFFS, INC. (f/k/a CLIFFS NATURAL RESOURCES, INC.); CLEVELAND-CLIFFS MINNESOTA LAND DEVELOPMENT LLC; GLACIER PARK IRON ORE PROPERTIES LLC; and DOES 1-10, Defendants, Adv. No. 17-51210 (CTG) (D. Del.) pursuant to 28 U.S.C. Sec. 157(d) and Rule 5011(a) of the Federal Rules of Bankruptcy Procedure . Mesabi was formed to develop and operate an iron mine and iron ore pellet production facility on the Mesabi Iron Range in northern Minnesota. On July 8, 2016, Mesabi and its affiliate debtor filed voluntary petitions for relief under chapter 11. The Adversary Proceeding On Sept. 7, 2017, the Debtors filed a complaint in the United States Bankruptcy Court for the District of Delaware against Cleveland-Cliffs which commenced this Adversary Proceeding. Cleveland-Cliffs is engaged in the mining and production of iron ore and pellets in the same region as Mesabi's Project. Among other things, Mesabi alleges that Cleveland-Cliffs prevented Mesabi from completing the Project so that Cleveland-Cliffs could maintain its monopoly position in the Great Lakes region. On Dec. 11, 2017, Cleveland-Cliffs and its subsidiary, Cliffs Minnesota, entered into a transaction with Glacier Park Iron Order Properties LLC to acquire certain real estate interests and mineral and surface leases that were formerly leased by GPIOP to Mesabi. On Dec. 22, 2017, Mesabi filed a motion for leave to file an amended complaint in the Adversary Proceeding, which, among other things, added Cliffs Minnesota and GPIOP as defendants and added certain counts related to the Mineral Leases. The Bankruptcy Court granted the motion, and, on Jan. 23, 2018, Mesabi filed the operative second amended complaint, which included 25 claims for relief. To narrow the issues, Mesabi, Cliffs, and GPIOP agreed to submit motions for partial summary judgment on the Mineral Lease-related counts of the Complaint. On Feb. 26, 2018, GPIOP filed a motion for summary judgment. On March 28, 2018, Cliffs filed its motion for summary judgment on substantially the same counts and grounds as the GPIOP MSJ. Also on March 28, 2018, Mesabi filed an opposition to the GPIOP MSJ and a cross-motion for summary judgment on substantially the same counts included in the GPIOP MSJ. On Feb. 26, 2018, GPIOP filed an answer and counterclaims against Mesabi; and Cleveland-Cliffs and Cliffs Minnesota filed answers and counterclaims against Mesabi as well as third-party claims against Chippewa Capital Partners LLC and Thomas M. Clarke. Cleveland-Cliffs and Cliffs Minnesota did not consent to the Bankruptcy Court entering a final order in the Adversary Proceeding and disputed that the claims are "core." Both Cleveland-Cliffs and Cliffs Minnesota demanded a jury trial on all claims. On Feb. 2, 2021, in accordance with a settlement entered into by Mesabi and GPIOP, the Bankruptcy Court entered an order dismissing all claims and counterclaims asserted by Mesabi against GPIOP, and by GPIOP against Mesabi. The Adversary Proceeding continued as to: (1) Mesabi's claims against Cliffs for violations of federal and state antitrust law and commission of certain common law torts, and (ii) Cliffs' claims against Mesabi, Chippewa, and Mr. Clarke for tortious interference and related tort claims. The MSJ Opinion and Order On Nov. 10, 2023, Cliffs filed a motion for summary judgment on Mesabi's antitrust and tort claims. On the same day, Mesabi filed (1) a motion for partial summary judgment on the relevant market and Cliffs' monopoly power; and (2) a motion for summary judgment on Cliffs' counterclaims for tortious interference with a prospective business advantage. The parties filed their respective oppositions to the summary judgment motions on Dec. 22, 2023, and their respective replies on Jan. 19, 2014. The Bankruptcy Court heard arguments on the motions on Feb. 12, 2024 and March 25, 2024. Cliffs settled its counterclaims against Mr. Clarke. The Bankruptcy Court issued the SJ Opinion under seal on Aug. 27, 2024: (1) denying in part and granting in part Cliffs' motion for summary judgment; (2) granting Mesabi's motion for partial summary judgment on the market definition and monopoly power; and (3) granting Mesabi's motion for summary judgment on Cliffs' counterclaims. Cliffs' motion for summary judgment on the antitrust claims was denied in full. As a result, the Adversary Proceeding is now narrowed down to Mesabi's claims against Cliffs for violations of federal and state antitrust law and commission of certain common law torts. Judge Craig Goldblatt explained that the claims are trial ready and that the remaining claims in the Adversary Proceeding should proceed in the District Court upon a motion for withdrawal of the reference. After overseeing the Adversary Proceeding though fact discovery, expert discovery, and summary judgment -- and determining that there are genuinely disputed questions of material fact that must be tried -- the Bankruptcy Court issued its Oct. 8, 2024 order ("MSJ Order"), which ruled on the parties' summary judgment motions and denied without prejudice Cliffs' in limine motions through which Cliffs had challenged each of Mesabi's designated expert witnesses. The Bankruptcy Court declared in its accompanying opinion, "This case must now move to the district court (upon a motion to withdraw the reference)." Mesabi asserts that no question of bankruptcy law remains, and the case is now exclusively an antitrust lawsuit coupled with some business tort claims. In addition, defendants Cleveland-Cliffs Inc. and Cleveland-Cliffs Minnesota Land Development LLC have demanded a jury trial, and such a trial must be held in the District Court. Cliffs opposes the Motion for Withdrawal of the Reference, however, on the basis that it is premature because the proceeding is not "trial ready." Cliffs recently filed its own motion, which seeks leave to file an interlocutory appeal with respect to the MSJ Order. Despite the Bankruptcy Court's indication that withdrawal of the reference is now appropriate, Cliffs asserts that withdrawal is not mandated by 28 U.S.C. Sec. 157(d), and that there is no cause for permissive withdrawal of the reference of the Adversary Proceeding at this time because Cliffs' Motion for Interlocutory Appeal (and any subsequent proceedings) remain unresolved. Judge Williams holds that leave to appeal the interlocutory MSJ Order is not warranted because the proposed appeal presents no controlling issue of law, nor one that would advance the ultimate termination of the lawsuit. Accordingly, the Court will deny the Motion for Interlocutory Appeal. Because this proceeding presents complex issues of federal antitrust law that the Bankruptcy Court has determined are ready for trial, and both parties agree that the jury trial should take place in the District Court, the reference to the Bankruptcy Court must be withdrawn so that the proceeding can be handled by the District Court. Accordingly, the Court will grant the Motion for Withdrawal of the Reference. A copy of the Court's decision is available at https://urlcurt.com/u?l=EF8bO2 from PacerMonitor.com. About Essar Steel Minnesota Essar Steel Minnesota LLC, now known as Mesabi Metallics Company LLC, and ESML Holdings Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11627 and 16-11626) on July 8, 2016. Madhu Vuppuluri, president and CEO, signed the petitions. ESML Holdings Inc. estimated assets at $1 billion to $10 billion and debt at $500 million to $1 billion. Essar Steel Minnesota LLC estimated assets and debt at $1 billion to $10 billion. Judge Brendan Linehan Shannon presided over the bankruptcy cases. Lawyers at White & Case LLP and Fox Rothschild LLP served as counsel to the Debtors. Epic Bankruptcy Solutions, LLC, served as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on July 20, 2016, appointed the official committee of unsecured creditors of ESML Holdings, Inc., and its affiliates. The Committee retained Kasowitz Benson Torres & Friedman LLP, to act as counsel. Hogan McDaniel served as Delaware counsel and Zolfo Cooper, LLC, served as the Committee's financial advisor. * * * In June 2017, the Bankruptcy Court approved the Chapter 11 exit plan that, according to the Duluth News Tribune, would allow the stalled Essar Steel Minnesota taconite mine and pellet plant to proceed to completion. Duluth News Tribune said the plan allows Chippewa Capital Partners to take control of the project, partially payback more than $1 billion in claims and resume construction, with an eye to beginning production by early 2020. ESSEX TECHNOLOGY: Hires A&G Realty as Real Estate Consultant ------------------------------------------------------------ Essex Technology Group, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ A&G Realty Partners, LLC AS real estate consultant. The firm's services include: a. marketing the Debtor's leases in a manner and form as determined by A&G and approved by the Debtor; b. negotiating with landlords and other third parties on behalf of the Debtor to assist the Debtor in obtaining Lease Sales; c. providing regular update reports to the Debtor regarding the status of the services, and d. providing additional services as requested by the Debtor that are not otherwise provided for in the RESA. The firm will be paid at these rates: (i) Lease Sales: For each Lease Sale obtained by A&G on behalf of the Debtor, A&G shall earn and be paid a fee in the amount of seven percent (7%) of the gross proceeds (the "Lease Sale Fee"), provided that A&G shall not be entitled to a Lease Sale Fee in the event the Debtor closes on a sale of all or substantially all its assets on a going concern basis, including a credit bid from any of the Debtor's secured creditors. (ii) Minimum Fee(s): If a lease is listed for sale and a closing on such Lease Sale does not occur, A&G shall earn and be paid a fee of five hundred dollars ($500) for such lease, including any leases assigned as a part of a going concern sale ("Minimum Fees"); provided, however, that the total amount of Minimum Fees to be paid to A&G shall be reduced dollar for dollar by the amount of compensation A&G earns for Lease Sales. The Debtor shall pay each Lease Sale Fee to A&G upon the closing of the applicable Lease Sale, except as may be approved or directed otherwise in this chapter 11 case. In the event A&G is entitled to any Minimum Fee, the Debtor shall pay any invoices to A&G within five (5) days of receipt of an invoice therefor, except as may be approved or directed otherwise in this chapter 11 case. (iii) Expenses: Reimbursement of all reasonable out-of-pocket incurred in connection with A&G's retention and provision of Services. The Debtor shall reimburse A&G for its expenses within five (5) business days upon receipt of invoice therefor, except as may be approved or directed otherwise in this chapter 11 case. Andrew Graiser, a Co-President at A&G Realty Partners, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Andrew Graiser A&G Realty Partners, LLC 445 Broadhollow Road, Suite 410 Melville, NY 11747 Tel: (631) 420-0044 Fax: (631) 420-4499 Email: andy@agrep.com About Essex Technology Group, LLC Essex Technology Group, LLC is a retail chain operating 91 stores across 10 states. The company is based in Antioch, Tenn., and operates under the name Bargain Hunt. Essex Technology Group filed Chapter 11 petition (Bankr. M.D. Tenn. Case No. 25-00452) on February 3, 2025, listing between $10 million and $50 million in assets and between $50 million and $100 million in liabilities. Rob Hubbard, chief restructuring officer of Essex, signed the petition. Judge Nancy B. King oversees the case. David W. Houston, IV, Esq., at Burr & Forman LLP, represents the Debtor as legal counsel. ESSEX TECHNOLOGY: Taps Rob Hubbard of Riveron Management as CRO --------------------------------------------------------------- Essex Technology Group, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Riveron Management Services, LLC to provide management and financial advisory services and designate Rob Hubbard as chief restructuring officer. The firm will render these services: (a) prepare data and analyses necessary to meet the requirements and requests of various parties related to the Debtor's restructuring including, but not limited to, cash forecasts, liquidation analyses, and short- and long-term financial forecasts; (b) evaluate the Debtor's existing financial and operational condition and evaluate strategic alternatives available to the Debtor including pursuing the possible sale of the Debtor in its entirety or sale of the assets, raising new debt and or equity; (c) manage the Debtor's cash and liquidity and prepare ongoing forecasting of the cash flows and claims pools and estimate creditor recoveries; (d) manage negotiations with key vendors, creditors and other constituents of the Debtor; (e) prepare data and or analysis as required to support any capital raising transaction and or sale of the business; (f) advise the Board of Managers of the Debtor on restructuring matters; (g) In the context of this Chapter 11 case; i. compile and format data and analyses necessary to meet the financial reporting requirements mandated by the Bankruptcy Code and the United States Trustee's office including, but not limited to, the petition, statements of financial affairs, schedules of assets and liabilities and monthly operating reports; ii. prepare analyses and data required under the Debtor's financing documents; iii. manage analyses and reconciliation of claims against the Debtor and bankruptcy avoidance actions; iv. prepare for court hearings, for the argument of motions and objections asserted by the Debtor, and provide testimony as required; v. prepare analyses in support of a plan and disclosure statement; and vi. manage the Debtor's negotiations with its creditor constituencies, including negotiations relating to the Debtor's plan. (h) provide such other services as requested or directed by the Board. The firm will be paid at these rates: Rob Hubbard $895 per hour John Llewellyn $895 per hour Jay Montgomery $625 per hour Rebecca Kelley $465 per hour Managing Director to Senior Managing Director $895 to $1,160 Director to Senior Director $695 to $885 Manager to Associate Director $595 to $685 Associate to Senior Associate $465 to $585 Administrative to Analyst $275 to $390 The firm received a retainer in the amount of $75,000. Mr. Hubbard 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: Rob Hubbard Riveron Management Services, LLC 2515 McKinney Ave Dallas, TX 75201 Phone: (615) 618-5217 Email: rob.hubbard@riveron.com About Essex Technology Group, LLC Essex Technology Group, LLC is a retail chain operating 91 stores across 10 states. The company is based in Antioch, Tenn., and operates under the name Bargain Hunt. Essex Technology Group filed Chapter 11 petition (Bankr. M.D. Tenn. Case No. 25-00452) on February 3, 2025, listing between $10 million and $50 million in assets and between $50 million and $100 million in liabilities. Rob Hubbard, chief restructuring officer of Essex, signed the petition. Judge Nancy B. King oversees the case. David W. Houston, IV, Esq., at Burr & Forman LLP, represents the Debtor as legal counsel. EURO CONSTRUCTION: Hires Goldsmith & Guymon as Legal Counsel ------------------------------------------------------------ Euro Construction, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Goldsmith & Guymon, P.C. as its legal counsel. The firm's services include: a. institute, prosecute or defend any lawsuits, adversary proceedings and/or contested matters arising out of this bankruptcy proceeding; b. assist in recovery and obtaining necessary Court approval for recovery and liquidation of estate assets, and to assist in protecting and preserving the same when necessary; c. assist in determining the priorities and status of claims in filing objections when necessary; d. assist in preparation of a disclosure statement and plan; and e. advise the Debtor and perform all other legal services for the Debtor which may be or become necessary in this bankruptcy proceeding. The firm's hourly rates are: Partners $525 per hour Associates $225-$475 per hour Goldsmith & Guymon received an initial retainer in the amount of $30,000. Marjorie Guymon, Esq., at Goldsmith & Guymon, disclosed in a court filing that her firm does not represent interests adverse to the bankruptcy estate. The firm can be reached through: Marjorie A. Guymon, Esq. Erin M. Houston, Esq. Goldsmith & Guymon, P.C. 2055 Village Center Circle Las Vegas, NV 89134 Tel: (702) 873-9500 Fax: (702) 873-9600 Email: bankruptcy@goldguylaw.com About Euro Construction LLC Euro Construction, LLC -- https://euroconstructionllc.com/ -- specializes in concrete, flagstone, sidewalks, walkways, driveways, patios, decks, landscaping and home improvement jobs. Euro Construction sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No.: 25-10440) on January 28, 2025. In its petition, the Debtor reported total assets of $445,397 and total liabilities of $1,193,214. The Debtor is represented by Marjorie Guymon, Esq. at Goldsmith & Guymon, PC. Caterpillar Financial Services, as lender, is represented by Robert R. Kinas, Esq. at SNELL & WILMER, L.L.P. FARM BUREAU: A.M. Best Revises B(Fair) FS Rating to Positive ------------------------------------------------------------ AM Best has revised the implications of the under review status to positive from developing for the Financial Strength Rating of B (Fair) and the Long-Term Issuer Credit Rating of "bb" (Fair) of Farm Bureau Mutual Insurance Company of Arkansas, Inc. (Farm Bureau of Arkansas) (Little Rock, AR). The Credit Ratings (ratings) reflect Farm Bureau of Arkansas' balance sheet strength, which AM Best assesses as adequate, as well as its marginal operating performance, limited business profile and marginal enterprise risk management. This action follows the announcement that Farm Bureau of Arkansas and Southern Farm Bureau Casualty Insurance Company (Southern Farm Bureau) have approved a sponsored demutualization transaction. In this transaction, Farm Bureau of Arkansas will convert into a stock company and Southern Farm Bureau will purchase the entire stock of the newly formed company, at which point Farm Bureau of Arkansas will become a wholly owned subsidiary of Southern Farm Bureau. The transaction is to be secured via 100% reinsurance quota share agreement, resulting in Farm Bureau of Arkansas becoming a member under the Southern Farm Bureau Casualty Group. The under review with positive implications status reflects the opportunity for improved financial performance for Farm Bureau of Arkansas if it becomes a subsidiary of Southern Farm Bureau. Southern Farm Bureau is a leading personal lines writer in the Southeastern U.S. with sufficient financial flexibility and a history of supporting its subsidiaries when necessary. While the transaction progresses, Southern Farm Bureau has continued to show its support to Farm Bureau of Arkansas by issuing a new surplus debenture and providing additional reinsurance support. AM Best expects that subsequent to regulatory approvals and customary closing conditions, the transaction is anticipated to close sometime in the third quarter of 2025. The ratings will remain under review with positive implications pending the completion of the transaction and until AM Best can evaluate the reinsurance contract appropriately between Southern Farm Bureau and Farm Bureau of Arkansas. FIRST MODE: March 26 Liquidtaion Plan Confirmation Hearing Set -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will hold a hearing on March 26, 2025, at 9:30 a.m. (prevailing Eastern Time) to confirm the first amended joint Chapter 11 plan of liquidation of First Mode Holdings Inc. and it debtor-affiliates. Objections to the confirmation of the Plan, if any, are due on March 14, 2025, at 4:00 p.m. As reported in the Troubled Company Reporter on Feb. 24, 2025, the Court approved the adequacy of the disclosure statement explaining the Plan filed by the Debtors. The voting deadline to accept or reject the Plan is 4:00 p.m. Eastern Time on March 14, 2025, unless extended by the Debtors. The record date for determining which holders of claims may vote on the Plan was Feb. 5, 2025. For your vote to be counted, you must return your properly completed Ballot in accordance with the voting instructions on the Ballot so that it is actually received by the Debtors' voting agent, Omni Agent Solutions, Inc. ("Voting Agent"), before the Voting Deadline. Ballots may be returned to the Voting Agent via: First Class Mail, Overnight Courier, or Hand/Personal Delivery: First Mode Holdings, Inc. Ballot Processing c/o Omni Agent Solutions, Inc. 5955 De Soto Ave., Suite 100 Woodland Hills, CA 91367 If you would like to coordinate hand delivery of your ballot, please email FirstModeInquiries@OmniAgnt.com and provide the anticipated date and time of your delivery. or Online E-Ballot Portal: visit https://omniagentsolutions.com/FirstModeBallots. Click on the "Submit E-Ballot" section of the Debtors' website and follow the directions to submit your E-ballot. If you choose to submit your ballot via Omni's E-Ballot system ("E-Ballot Portal"), you should not also return a hard copy of your ballot. Ballots will not be accepted by telecopy, facsimile, email or other electronic means of transmission. Additional details on voting are discussed herein and set forth on Ballots delivered to Holders of Claims entitled to vote on the Plan. Terms of the Plan The Debtors said they believe that the implementation of the Plan is in the best interests of the Debtors and their stakeholders. The Debtors are soliciting votes in favor of the Plan from Holders of General Unsecured Claims. For all of the reasons described in this Disclosure Statement, the Debtors urge you to return your Ballot accepting the Plan by the Voting Deadline, which is on March 14, 2025, at 4:00 p.m. Eastern Time. On Dec. 15, 2024, the Debtors entered into that certain Asset Purchase Agreement with Cummins Inc. ("Cummins" or the "Stalking Horse Bidder" and the Asset Purchase Agreement, the "Stalking Horse APA"). The Stalking Horse APA provides that the Stalking Horse Bidder will purchase the majority of the Debtors' assets, along with various assets of certain non-Debtor affiliates, for a purchase price of $15 million, plus the assumption of certain Assumed Liabilities (as defined in the Stalking Horse APA). Importantly, the Stalking Horse APA also contemplates that a significant number of the Company's employees will transition to Cummins following consummation of the sale. Under the Bidding Procedures outlined in the Bidding Procedures Motion, the deadline for interested parties to submit Qualified Bids was Jan. 27, 2025 at 4:00 pm (prevailing Eastern Time) (the "Qualified Bid Deadline"). As of the Qualified Bid Deadline, the Debtors did not receive any Qualified Bids other than the Stalking Horse Bid. Accordingly, the Debtors cancelled the Auction and designated the Stalking Horse Bidder as the successful bidder. Concurrently with the Stalking Horse APA, the Debtors entered into that certain Restructuring Support Agreement ("RSA") with Anglo American International Holdings Limited ("AAIH" or "Prepetition Secured Lender" or "DIP Lender") and Anglo American Technical & Sustainability Ltd ("AATS"). The RSA provides, among other things, for the Debtors to complete the sale to the Stalking Horse Bidder, or another bidder that submits a higher or otherwise better bid, and pursue confirmation of the Plan. According to the Debtors, their Plan is a liquidating plan that contemplates a monetary contribution by AATS, AAIH, Anglo American Services (UK) Ltd. ("AAS"), and other affiliates ("Anglo American") and a consensual subordination of its claims. The Plan is premised on the consummation of a value-maximizing sale followed by an efficient and orderly wind-down of the estates. The material terms of the Plan include, among others, the following: a) Subject to the terms and conditions outlined in the Plan and the RSA, Anglo American will provide $28,870,592, subject to adjustment as set forth in the Plan (the "Anglo Funding Amount") to the Debtors to fund distributions to holders of Allowed Claims under the Plan and the wind down of the Debtors. b) Anglo Americana's DIP Claims and Prepetition Secured Lender Claims will be subordinated as and to the extent provided in the Plan. Specifically, Anglo American is not expected to receive a recovery on account of these Claims, other than from the sale proceeds, unless all Allowed General Unsecured Claims of Participating GUC Holders are to be paid in full. c) Holders of General Unsecured Claims will receive a pro rata share of the Distributable Proceeds if they are Participating GUC Holders. The estimated recovery for Participating GUC Holders is 100%. Holders of General Unsecured Claims that are not Participating GUC Holders will receive no recovery on account of their General Unsecured Claims. To be a Participating GUC Holder, a Holder of a General Unsecured Claim must: 1) either accept the Plan or abstain from voting on the Plan, and 2) opt into the third party releases. d) Holders of Equity Interests will receive no distribution on account of their Equity Interests. On the Effective Date, all Equity Interests will be canceled and extinguished and will be of no further force or effect. e) The Debtors and the Releasing Parties will release the Released Parties from various claims and causes of action, as set forth in the Plan. f) Pursuant to the Plan Administration Agreement,5 the Plan Administrator will, among other things, oversee the administration process of the Plan, which will provide for the wind down of the Debtors. The Plan constitutes a separate Plan for each Debtor for the resolution of outstanding Claims and Interests pursuant to the Bankruptcy Code. Each Debtor is a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The classification of Claims and Interests set forth in the Plan will be deemed to apply separately with respect to each Plan proposed by each Debtor, as applicable. The Plan provides for consolidation of the Debtors solely for purposes of voting, Confirmation, and distribution, but not for any other purpose. The Debtors reserve the right to seek substantive consolidation of the Debtors in connection with Confirmation, but substantive consolidation will not change the distributions to Holders of Claims compared to what is proposed in the Plan. Est. Est. Claim Class Status Amount Recovery ----- ----- ---------- ---------- -------- 1 Other Unimpaired $1,000,000 100% Priority Claim 2 Other Unimpaired $800,000 100% secured claim 3 Prepetition Unimpaired/ $76,000,000 100% Secured Impaired loan claims 4 General Unimpaired/ $25,900,000 100% Unsecured Impaired Claims 5 Intercompany Unimpaired/ N/A N/A Claims Impaired 6 Intercompany Unimpaired/ N/A N/A Interests Impaired 7 Equity Impaired N/A N/A Interests A full-text copy of the disclosure statement explaining the first amended joint Chapter 11 plan of liquidation is available for free at https://tinyurl.com/3d94tn98 If you wish to review the Debtors' plan, you may receive a copy of the plan for free of charge from Omni Agent Solutions, the voting and claims agent retained by the Debtors in these Chapter 11 cases, by (i) calling the Debtors' restructuring agent at 866-771-0558 (US & Canada Toll Free) or 747-288-6101 (international); (ii) visiting the Debtors' restructuring website at https://omniagentsolutions.com/FirstMode; and (iiI) sending an email to FirstModelInquiries@OmniAgent.com. You may obtain copies of any pleadings filed in these Chapter 11 cases for a free via PACER at http://deb.uscourts.govor free of charge at https://omniagentsolutions.com/FirstMode. 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 Dec. 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. FLAME LLC: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- The U.S. Trustee for Region 18 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Flame, LLC. About Flame LLC Flame, LLC filed Chapter 11 petition (Bankr. W.D. Wash. Case No. 25-10193) on January 24, 2025, listing between $1 million and $10 million in both assets and liabilities. Judge Christopher M. Alston oversees the case. Joy Lee Barnhart, Esq., at the Law Offices of Joy Lee Barnhart is the Debtor's bankruptcy counsel. FLYING STAR: Seeks Chapter 11 Bankruptcy in California ------------------------------------------------------ On February 24, 2025, Flying Star 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 Flying Star LLC Flying Star LLC and affiliates are businesses primarily focused on the design, production, and sale of clothing items, particularly oversized hooded sweatshirts and wearable blankets. Flying Star LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 25-11380) on February 24, 2025. In its petition, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Honorable Bankruptcy Judge Julia W. Brand handles the case. The Debtor is represented by: Michael S. Reynolds, Esq. SNELL & WILMER L.L.P. 600 Anton Blvd., Suite 1400 Costa Mesa CA 92626 Tel: (714) 427-7000 Email: mreynolds@swlaw.com FRANCHISE GROUP: Amends OpCo Unsecured Claim Details ---------------------------------------------------- Franchise Group, Inc., and its Debtor Affiliates submitted a Fifth Amended Disclosure Statement describing Fifth Amended Joint Plan dated February 18, 2025. This Plan constitutes a separate Plan for each of the Debtors, and the classification of Claims and Interests set forth herein shall apply separately to each of the Debtors. All of the potential Classes for the Debtors are set forth herein. Such groupings shall not affect any Debtor's status as a separate legal Entity, change the organizational structure of the Debtors' business enterprise, constitute a change of control of any Debtor for any purpose, cause a merger or consolidation of any legal Entities, or cause the transfer of any assets, and, except as otherwise provided by or permitted under this Plan. Class 6 consists of OpCo General Unsecured Claims. In full and final satisfaction, compromise, settlement, release, and discharge of each Allowed OpCo General Unsecured Claim, except to the extent that a Holder of a General Unsecured Claim against any OpCo Debtor agrees to less favorable treatment, on the Effective Date, or as soon as practicable thereafter, each Holder of an Allowed General Unsecured Claim at any OpCo Debtor shall receive its pro rata share of the OpCo Debtor Litigation Trust Units. The General Unsecured Claims at the OpCo Debtors are Impaired Claims. Holders of such Claims are entitled to vote to accept or reject the Plan, and the votes of such Holders will be solicited with respect to such General Unsecured Claims at the applicable OpCo Debtors. Class 9 consists of Intercompany Claims. On or after the Effective Date, or as soon as practicable thereafter, (i) any and all Intercompany Claims between, among and/or against, Franchise Group, Inc. and any of its direct or indirect subsidiaries (including, for the avoidance of doubt, the American Freight Debtors, the Buddy's Debtors, the PSP Debtors, and the Vitamin Shoppe Debtors, to the extent each of the foregoing constitute Non-Partial Sale Transaction Debtors) shall, at the option of the Debtors and the Required Consenting First Lien Lenders, either be (A) Reinstated or (B) set off, settled, discharged, contributed, canceled, released, without any distribution on account of such Intercompany Claims or otherwise addressed, and (ii) any and all Intercompany Claims between and among the HoldCo Debtors shall, at the option of the Debtors, in consultation with the Required Consenting First Lien Lenders, either be (A) Reinstated or (B) set off, settled, discharged, contributed, canceled, released, without any distribution on account of such Intercompany Claims or otherwise addressed. Class 12 consists of Existing Intercompany Equity Interests. Subject to the Restructuring Transactions Memorandum, each Allowed Existing Intercompany Equity Interest shall be, at the option of the applicable Debtor or Reorganized Debtor, either (i) Reinstated or (ii) set off, settled, distributed, contributed, canceled, and released without any distribution on account of such Existing Intercompany Equity Interests, or otherwise addressed at the option of the Reorganized Debtors and the Required Consenting First Lien Lenders. The Debtors shall fund Cash distributions under the Plan with Cash on hand, including Cash from operations, the American Freight Liquidation Proceeds, the Sale Proceeds (if any) and the proceeds of the DIP Facility. Cash payments to be made pursuant to the Plan will be made by the Reorganized Debtors or the Disbursing Agent. The Debtors shall fund Cash distributions under the Plan from Cash on hand (if any), the American Freight Liquidation Proceeds, and the Sale Proceeds (if any) in accordance with the terms of the Sale Documents and the Plan. The Debtors shall fund distributions to Allowed Claims against the Freedom HoldCo Debtors from proceeds of the Freedom HoldCo Debtor Litigation Trust. A full-text copy of the Fifth Amended Plan dated February 18, 2025 is available at https://urlcurt.com/u?l=tUUqlh from Kroll Restructuring Administration LLC, claims agent. Proposed Co-Counsel to the Debtors: Edmon L. Morton, Esq. Shella Borovinskaya, Esq. Matthew B. Lunn, Esq. Allison S. Mielke, Esq. Shella Borovinskaya, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: emorton@ycst.com mlunn@ycst.com amielke@ycst.com sborovinskaya@ycst.com Debra M. Sinclair, Esq. Matthew A. Feldman, Esq. Betsy L. Feldman, Esq. Joseph R. Brandt, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York 10019 Tel: (212) 728-8000 Fax: (212) 728-8111 E-mail: dsinclair@willkie.com mfeldman@willkie.com bfeldman@willkie.com jbrandt@willkie.com About Franchise Group Inc. Franchise Group, Inc., through its subsidiaries, operates franchised and franchisable businesses including The Vitamin Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More, American Freight, Buddy's Home Furnishings and Sylvan Learning Systems, Inc. Franchise Group, Inc. and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12480) on Nov. 3, 2024, listing $1,000,000,001 to $10 billion in both assets and liabilities. The petitions were signed by David Orlofsky as chief restructuring officer. Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor, LLP are serving as legal counsel, AlixPartners is serving as financial advisor and Chief Restructuring Officer, and Ducera Partners is serving as investment banker to the Company. Paul Hastings LLP is serving as legal counsel and Lazard is serving as investment banker to the first lien ad hoc group. FRANK C. NELSEN: Wins Bid to Convert Bankruptcy Case to Chapter 7 ----------------------------------------------------------------- Judge Thomas M. Lynch of the United States Bankruptcy Court for the Northern District of Illinois granted Frank C. Nelsen's motion to convert his bankruptcy case from chapter 11 to chapter 7 pursuant to section 1112(a) of the Bankruptcy Code. Nyle Anderson's motion to dismiss the case and the United States Trustee's motion to dismiss or in the alternative convert the case to chapter 7, each pursuant to section 1112(b) are denied as moot. Debtor Frank C. Nelsen filed his voluntary petition for relief under chapter 11 of the Bankruptcy Code on Nov. 28, 2023. The schedules accompanying his petition listed no secured creditors, priority claims of $27,000 to the Illinois Department of Revenue and $143,410.01 to the Internal Revenue Service, and a single general unsecured claim of $5,736,000 to Nyle Anderson. On Dec. 1, 2023, the Debtor amended his schedules to redesignate Mr. Anderson's claim, still in the total amount of $5,736,000, as secured, with collateral valued at $141,342.64. None of the claims are designated as disputed, contingent or unliquidated in either the original or amended schedules. Two adversary proceedings relating to Mr. Anderson's claim are pending. The first, brought by the Debtor, seeks to avoid any lien created by third-party citations to enforce Mr. Anderson's judgment on Cincinnati Life Insurance Company, Arthur J. Gallagher & Co. Insurance, Northwest Bank of Rockford and Redwood Retirement Specialists, Inc. The adversary complaint alleges these liens are avoidable preferences under section 547 or, in the alternative, that the citation respondents were not in possession of any non-exempt property of the Debtor to which a citation lien could attach. Mr. Anderson also filed an adversary complaint against the Debtor seeking a determination that the debt owed to him is nondischargeable under section 523(a). In the alternative, he argues that the Debtor should be denied a discharge under section 1141(d)(3)(C), partially incorporating sections 727(a)(2), (3), (4) and (5), alleging that the Debtor concealed property; failed to preserve financial records; failed to disclose assets, transfers and payments in his bankruptcy schedules; and failed to adequately explain the loss or deficiencies of assets. The parties are currently at issue in both actions. As the movant, the Debtor bears the initial burden to demonstrate that the statutory exceptions under section 1112(a) do not apply—that the debtor is a debtor in possession, that the case was not originally an involuntary case under chapter 11, and that the case was not previously converted to chapter 11 on another party's request. The opposing parties, Mr. Anderson and the U.S. Trustee, have the burden to prove facts supporting their objections to conversion, including the alleged bad faith. The parties do not dispute that the case was commenced through a voluntary petition under chapter 11, has not previously been converted, and no case trustee has been appointed. In his response to the Debtor's motion, Mr. Anderson argues that as a practicality the Debtor is not a "debtor in possession." The Court disagrees. According to the Court, the term "debtor in possession," as used throughout chapter 11, is a broad term specifically defined to mean the "debtor except when a person that has qualified under section 322 of this title is serving as trustee in the case." Most of Mr. Anderson's objection focuses on the benefits or detriments to creditors for conversion or dismissal—issues more relevant to section 1112(b) than to voluntary conversion under section 1112(a). Mr. Anderson's allegations that appear to relate to his bad-faith claim are: the Debtor spent more than $12,000 during October 2024 but lost money; the basis of his $5.7 million judgment against the debtor was a "fraudulent diversion scheme"; and the Debtor's testimony that he filed his bankruptcy petition to prevent the turnover of assets and to allow the Debtor to have a normal life free from Anderson's collection efforts. Mr. Anderson also complains that if the case is converted to chapter 7 the Debtor will continue "to enjoy the automatic stay" while he incurs substantial expense continuing to litigate the two adversary proceedings. According to the Court, while the Debtor was ultimately unable to obtain confirmation of a chapter 11 plan, Mr. Anderson and the U.S. Trustee have not proved that he engaged in undue delay or never intended to reorganize. In their motions to dismiss, both Mr. Anderson and the U.S. Trustee allege the Debtor's failure to "confirm a plan, within the time fixed by this title or by order of the court" as the "cause" warranting dismissal or conversion. The Debtor concedes that this constitutes "cause" to dismiss or convert, 11 U.S.C. Sec. 1112(b)(4)(J), but the movants have not shown that the Debtor is solely to blame for the failure to confirm a plan or acted in bad faith, the Court finds. The Debtor filed his plan and disclosure statement within the limits set by the Court. While the Debtor ultimately conceded that the plan was not confirmable, he did so only after Mr. Anderson voted to reject the plan and the remaining two creditors -- neither of whom lodged any objection to the proposed plan -- filed no ballots with the result that no class affirmatively accepted the plan. But it has not been shown that the plan was otherwise patently unconfirmable or that the Debtor is purely to blame for the failure to obtain affirmative votes in favor of confirmation. The plan proposed to pay all creditors at least as much as they would have received in a chapter 7 liquidation and purported to devote all of the Debtor's disposable income to plan payments for 60 months. Nor has it been demonstrated that the Debtor failed to comply with the Court's scheduling orders or abused the plan confirmation process, the Court finds. The U.S. Trustee argues that the mere fact that the Debtor filed a motion to convert in response to the Anderson Motion to Dismiss shows bad faith. The Court disagrees. According to the Court, the mere fact that a request to convert is made after a request to dismiss does not in itself demonstrate bad faith. The Debtor indicated his intent to file the motion at the first hearing after balloting showed his plan to be unconfirmable and filed it within the deadlines set by the Court. The objectors have not demonstrated that the Debtor intentionally delayed seeking conversion or abused the confirmation process. The Court emphasizes that while Mr. Anderson has alleged conduct that may have some bearing as to the Debtor's good faith in other matters, including in his adversary proceeding pending against the Debtor, in the proceedings on the motions to convert or dismiss (and without prejudice to the adversary proceedings) he has failed to demonstrate that this chapter 11 case would necessarily be dismissed if converted to chapter 7. Mr. Anderson and the U.S. Trustee seem to argue that there are no assets for distribution, that the Debtor has no dischargeable debts and, therefore, that there is no legitimate purpose for him to seek conversion to chapter 7. But again, the objectors fail to prove these allegations, the Court finds. While Mr. Anderson's adversary complaint seeks a determination that his debt is nondischargeable, debts are excepted from discharge if on request of the creditor to whom such debt is owed, and after notice and a hearing, the Court determines such debt to be excepted from discharge. A copy of the Court's decision is available at https://urlcurt.com/u?l=O9RPuo Frank C. Nelsen filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 23-81464) on November 28, 2023, listing under $1 million in both assets and liabilities. The Debtor is represented by Darron Burke, Esq., at Barrick, Switzer, Long, Balsley, & Van Evera LLP. FREEDOM RAVE: Seeks Chapter 11 Bankruptcy in California ------------------------------------------------------- On February 24, 2025, Freedom Rave Wear Inc. filed Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of California. According to court filing, the Debtor reports $1,096,894 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Freedom Rave Wear Inc. Freedom Rave Wear Inc. established in 2024, is a California-based company specializing in eco-friendly, vibrant festival apparel and accessories. Known for its commitment to sustainability, the Company reduces waste through circular fashion practices and offers an innovative resale platform. With a focus on high-quality, customizable clothing, Freedom Rave Wear caters to festival enthusiasts looking for unique, environmentally-conscious outfits. Freedom Rave Wear Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 25-00656) on February 24, 2025. In its petition, the Debtor reports total assets of $223,188 and total liabilities of $1,096,894. Honorable Bankruptcy Judge Christopher B. Latham handles the case. The Debtor is represented by: Larissa L Lazarus, Esq. LAW OFFICES OF MARK L. MILLER 2341 Jefferson Street Ste 100 San Diego, CA 92110 Tel: (619) 574-0551 E-mail: larissa@millerlegalcenter.com FRISCO BAKING: Seeks Chapter 11 Bankruptcy in California -------------------------------------------------------- On February 24, 2025, Frisco Baking Company Inc. 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 50 and 99 creditors. The petition states funds will be available to unsecured creditors. About Frisco Baking Company Inc. Frisco Baking Company Inc., established in 1941, specializes in San Francisco-style sourdough bread and a variety of baked goods such as French and Italian rolls, baguettes, and specialty loaves. The Company offers wholesale services to restaurants and delis across Los Angeles and Orange counties while maintaining retail operations at its Los Angeles bakery. Frisco Baking Company Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Case No. 25-11395) on February 24, 2025. In its petition, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Neil W. Bason handles the case. The Debtor is represented by: Jeffrey Shinbrot, Esq. JEFFREY S. SHINBROT, APLC 5260 Ventura Blvd., Suite 1200 Sherman Oaks, CA 91403 Tel: 310-659-5444 Fax: 310-878-8304 E-mail: jeffrey@shinbrotfirm.com FTX TRADING: Jailed Former Exec Atty. Can't Withdraw Chap. 11 Suit ------------------------------------------------------------------ Vince Sullivan of Law360 Bankruptcy Authority reports that on February 26, 2025, a Delaware bankruptcy judge ruled that attorneys from Montgomery McCracken Walker & Rhoads LLP cannot withdraw as counsel for former FTX Trading executive Ryan Salame in a lawsuit seeking to recover $99 million in company funds, citing the need for more information about the firm's communication issues with their jailed client. About FTX Trading Ltd. FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The official committee of unsecured creditors tapped Paul Hastings as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as Delaware and conflicts counsel; FTI Consulting, Inc. as financial advisor; and Jefferies, LLC as investment banker. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. FUTURE FINTECH: FT Global Seeks Turnover of 39.8MM Common Shares ---------------------------------------------------------------- As previously disclosed, FT Global Capital, Inc., a former placement agent of Future FinTech Group Inc. filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia in January 2021, relating to alleged breaches of an exclusive placement agent agreement between FT Global and the Company in July 2020. The Company timely removed the case to the United States District Court for the Northern District of Georgia on February 9, 2021 based on diversity of jurisdiction. On April 11, 2024, the Court entered a judgment awarding FT Global $8,875,265.31 and on April 16, 2024, the Court issued an amended judgment, awarding FT Global $10,598,379.93, which includes $7,895,265.31 in damages, $1,723,114.62 in prejudgment interest, and $980,000.00 in attorney's fees. The Company filed a post-trial motion challenging the judgment on May 9, 2024, which remains pending before the Court. The Company will continue to vigorously defend the action against FT Global, including by appealing the judgment to the United States Court of Appeals for the Eleventh Circuit, if necessary. FT Global has registered the Court's judgment in the Southern District of New York, where FT Global has brought a motion requiring the Company to turn over its stock in its subsidiary companies. The Company has filed an opposition to the motion, arguing that according to the New York statute the NY Court should first determine that the value of the stock in the subsidiary is insufficient to satisfy the judgment as the Company believe the request for turnover is premature before a valuation hearing. On August 28, 2024, NY Court granted FT Global's motion for turnover of Defendant's shares in Defendant's wholly-owned subsidiaries as Defendant: 1) failed to satisfy the $10.8 million judgment rendered in the Northern District of Georgia and registered in the Southern District of New York, and 2) is in possession of money and property in which it has an interest. The NY Court ordered Defendant shall turn over the shares, membership, or limited partnership interests in all of its subsidiaries, and the corporate seals of its China and Hong Kong-based subsidiaries, to the U.S. Marshal for auction or sale until the judgment is satisfied. Pursuant to the order issued by the United States District Court for the Southern District of New York on August 28, 2024, the United States Marshal for the Southern District of New York sold the securities of the subsidiaries of the Company other than those in Hong Kong and China in auction of: (i) all of the membership interests in Future Fintech Digital Capital Management LLC; (ii) all of the outstanding shares of FTFT UK Limited; (iii) the corporate seal of DigiPay FinTech Limited; (iv) the corporate seal of GlobalKey SharedMall Limited; (iv) all of the outstanding shares of Future Fintech Labs Inc.; and (v) all of the outstanding shares of Future Fintech Digital Number One GP, LLC (USA) to Alec Orudjiev, the general counsel of FT Global for $25,000 on December 18, 2024. The Company has appealed the turnover order of the NY Court for the auction of securities of the subsidiaries of the Company in Hong Kong and China to the United States Court of Appeals for the Second Circuit and is waiting for the final decision of the Court of Appeals. On February 6, 2025, FT Global filed a motion in the United States District Court for the Southern District of New York, amended on February 12, 2025, seeking a turnover order for 39,825,939 unissued shares of the Company's common stock for sale to satisfy the judgement. The amended motion directs the requested relief not only at the Company but also at Transhare Corporation, the Company's Florida-based transfer agent. The Company believes the motion lacks merit, as it believes that the authorized but unissued shares of common stock of the Company are not the existing assets that the Company owns and are subject to corporate governance principles, Florida corporate law, and federal securities regulations. The Company intends to oppose the motion and will continue to evaluate its legal options. About Future FinTech Group New York, N.Y.-based Future FinTech Group Inc. is a holding company incorporated under the laws of the State of Florida. The Company historically engaged in the production and sale of fruit juice concentrates (including fruit purees and fruit juices) and fruit beverages (including fruit juice beverages and fruit cider beverages) in the PRC. Due to drastically increased production costs and tightened environmental laws in China, the Company transformed its business from fruit juice manufacturing and distribution to financial technology-related service businesses. The main business of the Company includes supply chain financing services and trading in China, asset management business in Hong Kong, and cross-border money transfer service in the UK. Orange, Calif.-based Fortune CPA, Inc., the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2024, Future FinTech Group had $53.40 million in total assets, $17.65 million in total liabilities, and $35.75 million in total stockholders' equity. G & S SHIPPING: Hires Jjais A. Forde PLLC as Counsel ---------------------------------------------------- G & S Shipping, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Law Offices of Jjais A. Forde, PLLC as counsel. The firm's services include: a. consulting with the Debtor concerning the administration of the case; b. investigating the Debtor's past transactions; c. commencing actions with respect to the Debtor's avoiding powers under the Bankruptcy Code; d. advising the Debtor with respect to transactions entered into during the pendency of the Debtor's case; e. assisting Debtor in the formation of a Chapter 11 plan; and f. performing any and all such other legal services as may required by the Debtor in the interest of the estate. The firm will be paid at these rates: Senior Counsel $450 per hour Associate $275 per hour Paralegal $175 per hour Administrative Assistant $100 per hour The firm received from the Debtor the amount of $9,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jjais A. Forde, Esq., a partner at Law Offices of Jjais A. Forde, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jjais A. Forde, Esq. Law Offices of Jjais A. Forde, PLLC 814 W Merrick Road, Valley Stream, NY 11580-4829 Tel: (516) 350-8325 Email: bankruptcy@fordelawoffices.com About G & S Shipping, Inc. G & S Shipping, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 24-45203) on Dec. 12, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by LAW OFFICES OF JJAIS A. FORDE, PLLC. GAMESTOP CORP: Plans to Sell France & Canada Operations ------------------------------------------------------- GameStop Corp. announced on February 18, 2025, that as part of its evaluation of its international assets, the Company intends to pursue a sale of its operations in France and Canada. About GameStop Grapevine, Texas-based GameStop Corp. is a specialty retailer offering games and entertainment products through its E-Commerce platforms and thousands of stores. As of August 3, 2024, GameStop had $5.5 billion in total assets, $1.2 billion in total liabilities, and $4.4 billion in total stockholders' equity. * * * Egan-Jones Ratings Company on January 15, 2025, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by GameStop Corporation to CCC- from CC. GARAGE LOCO: Hires Robleto Kuruce PLLC as Legal Counsel ------------------------------------------------------- Garage Loco, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Robleto Kuruce, PLLC to handle its Chapter 11 case. The firm will be paid at these rates: Aurelius P. Robleto, Attorney $345 per hour Renée M. Kuruce, Attorney $290 per hour Paralegals, Paralegal $110 per hour The firm received a retainer in the amount of $5,762, plus the filing fee of $1,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Aurelius P. Robleto, Esq. a partner at Robleto Kuruce, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Aurelius P. Robleto, Esq. Robleto Kuruce, PLLC 3706 Butler Street Pittsburgh, PA 15201 Tel: (412) 925-8194 Fax: (412) 346-1035 Email: apr@robletolaw.com rmk@robletolaw.com About Garage Loco, Inc. Garage Loco, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 25-20353) on Feb. 13, 2025, disclosing under $1 million in both assets and liabilities. The Debtor is represented by ROBLETO KURUCE PLLC. GEM PREP - MERIDIAN: Moody's Affirms 'Ba1' Revenue Bond Rating -------------------------------------------------------------- Moody's Ratings has affirmed GEM Prep: Meridian, ID's Ba1 revenue bond rating. The outlook is stable. The charter school has approximately $9.1 million in outstanding revenue debt. RATINGS RATIONALE The Ba1 rating reflects the school's small operating scale and general growth in student enrollment, despite a decline in fiscal 2024, given a rebound in fiscal 2025. The school's competitive profile is bolstered by its above average academic performance relative to the state test scores and its expanding service area in suburban Boise (Aa1). The rating also reflects the school's healthy financial operations and sound management and governance, reflected in a history of solid operating margins, strong days cash on hand, and satisfactory annual debt service coverage. Leverage ratios are moderate and near-term charter renewal risk is low given the recent reauthorization of the school's charter through the fiscal 2028 school year. RATING OUTLOOK The stable outlook reflects the school's healthy liquidity, rebounding student enrollment, and capable home office management. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Sustained increases to annual operating revenue and student enrollment -- Maintenance of healthy operating performance resulting in strong liquidity and annual debt service coverage -- Material reduction to the charter school's debt leverage FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Inability to maintain stable enrollment and student demand -- Weakening of operating performance and declines to days cash or annual debt service coverage -- Material increases to the charter school's debt ratios LEGAL SECURITY The school's outstanding Series 2022A bonds constitute special, limited obligations of the issuer payable solely from payments received pursuant to a loan agreement and trust indenture between Gem Prep: Meridian and the Idaho Housing and Finance Association. Under the loan agreement, Gem Prep: Meridian's pledged revenues include all state and Charter School Facility Payments allocable to the school along with all revenues, rentals, fees, third-party payments, receipts, donations, contributions and other income derived from the operation of the school. The school has also executed a deed of trust pledging the campus as security for repayment. The school was approved to use the Idaho Public Charter School Facilities Program for its outstanding Series 2022A bonds. A key requirement of the program is a direct-pay arrangement for debt service, whereby all state per pupil payments to the school are sent directly to the bond trustee to set aside funds in accordance with the bond indenture. The bonds also benefit from a debt service reserve funded at the lesser of the standard three-prong test or at least twelve months of debt service. PROFILE Gem Prep: Meridian is a nonprofit charter school, located in the City of Meridian, about 10 miles west of downtown Boise. The school operates a single site facility serving roughly 510 students in grades K-12. Gem Prep: Meridian is one of seven member schools managed by Gem Innovation Schools of Idaho, Inc. (GIS) and was chartered by the Idaho Public Charter School Commission. The school's current contract with its authorizer expires on June 30, 2028. METHODOLOGY The principal methodology used in this rating was US Charter Schools published in April 2024. GEM PREP - POCATELLO: Moody's Alters Outlook on Ba2 Rating to Pos. ------------------------------------------------------------------ Moody's Ratings has revised GEM Prep: Pocatello, ID's outlook to positive from stable and affirmed the charter school's Ba2 revenue bond rating. The school has approximately $6.8 million in outstanding revenue debt. RATINGS RATIONALE The Ba2 rating reflects the school's modest operating scale but solid competitive profile and healthy fiscal operations. Gem Prep: Pocatello will continue to benefit from capable management from the Gem Prep organization, which operates multiple standalone charter schools throughout the State of Idaho (Aaa stable). Although the school faces competition from other area education providers, including the local public school district and other charter school operators, enrollment trends continue to be positive. The school's leverage from debt is moderate and near-term charter renewal risk is low given the recent reauthorization of the school's charter through the fiscal 2029 school year. RATING OUTLOOK The positive outlook reflects the likelihood of continued growth in operating revenue and enrollment as well as improved liquidity and annual debt service coverage. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Sustained increases in annual operating revenue and enrollment, as well as growth in the school's student waitlist -- Continued maintenance of annual operating margins in excess of 20% and liquidity above 200 days cash on hand -- Material reduction to the school's debt leverage FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Material weakening of competitive profile resulting in student enrollment declines -- Weakening of operating performance and declines to days cash or annual debt service coverage -- Significant increases to the school's debt leverage LEGAL SECURITY The school's outstanding Series 2022A and Series 2022B bonds constitute special, limited obligations of the issuer payable solely from payments received pursuant to a loan agreement and trust indenture between Gem Prep: Pocatello and the Idaho Housing and Finance Association. Under the loan agreement, Gem Prep: Pocatello's pledged revenues include all state and Charter School Facility Payments allocable to the school along with all revenues, rentals, fees, third-party payments, receipts, donations, contributions and other income derived from the operation of the school. The school has also executed a deed of trust pledging the campus as security for repayment. The school was approved to use the Idaho Public Charter School Facilities Program for its outstanding Series 2022A and Series 2022B bonds. A key requirement of the program is a direct-pay arrangement for debt service, whereby all state per pupil payments to the school are sent directly to the bond trustee to set aside funds in accordance with the bond indenture. The bonds also benefit from a debt service reserve funded at the lesser of the standard three-prong test or at least twelve months of debt service. PROFILE Gem Prep: Pocatello is a nonprofit charter school, located in the City of Chubbuck, about 170 miles north of Salt Lake City (Aaa stable). The school operates a single site facility serving roughly 480 students in grades K-12. Gem Prep: Pocatello is one of seven member schools managed by Gem Innovation Schools of Idaho, Inc. (GIS) and was chartered by the Idaho Public Charter School Commission. The school's current contract with its authorizer expires on June 30, 2029. METHODOLOGY The principal methodology used in these ratings was US Charter Schools published in April 2024. GHX ULTIMATE: Moody's Withdraws 'B3' CFR Following Debt Repayment ----------------------------------------------------------------- Moody's Ratings has withdrawn all the ratings for GHX Ultimate Parent Corporation (GHX) including the B3 corporate family rating, B3-PD probability of default rating and B2 ratings on the senior secured bank credit facilities. At the time of withdrawal, the outlook was stable. RATINGS RATIONALE Moody's have withdrawn the ratings because GHX's debt previously rated by us has been fully repaid. GHX, headquartered in Louisville, CO, is a North American provider of software-as-a-service (SaaS) based supply chain automation solutions to the healthcare industry, facilitating B2B transactions between suppliers, providers and distributors. GLOBAL BUSINESS: S&P Raises ICR to 'BB-' on Strong Performance -------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Global Business Travel Group Inc. (doing business as American Express Global Business Travel; Amex GBT) and its issue-level rating on its senior secured debt to 'BB-' from 'B+'. Furthermore, S&P removed the ratings from CreditWatch, where it placed them with positive implications on March 29, 2024, and assigned a stable outlook. The stable outlook reflects S&P's view that market share gains, operating leverage, and cost efficiencies will support good operating performance such that Amex GBT's leverage will approach the low-3x area and discretionary cash flow (DCF) to debt will remain in the 6%-10% area over the next 12 months. Amex GBT, a leading global business travel management company, continues to report solid top- and bottom-line growth on increased demand for business travel, share gains, and technological productivity gains. S&P said, "We expect Amex GBT will continuing deleveraging on an organic basis to the low-3x area over the next 12 months. Amex GBT's credit metrics materially improved in 2024 on further business travel demand recovery, market share gains, higher average ticket prices, and increased hotel room rates. The company reported solid revenue growth of 6% year over year, though its S&P Global Ratings-adjusted EBITDA materially improved to 11.3%, in line with the company's recent focus around cost controls and operating leverage. As a result of the top-line growth and EBITDA improvement, the company deleveraged to the mid-4x area on an S&P Global Ratings-adjusted basis in 2024, and we expect further deleveraging to the low-3x area by the end of 2025. "We expect the company will continue to gain share as demand for business travel remains strong, reflected in our revenue growth forecast of 4%-5% for 2025. We expect EBITDA will continue to grow meaningfully on an absolute basis and EBITDA margins to improve to over 14% in 2025 as the company continues to benefit from operating leverage and technological improvements, which should translate to solid free operating cash flow (FOCF) generation in the 14%-16% area. "Although the proposed CWT acquisition could improve credit metrics, uncertainty regarding the timing and closing of the proposed acquisition has grown. On March 25, 2024, Amex GBT announced a cash-and-stock deal to acquire CWT, which we initially expected to close in the second half of 2024. On Jan. 10, 2025, the U.S. Department of Justice filed a lawsuit to block the acquisition. If the acquisition was to close, Amex GBT would benefit from increased global presence of an additional 4,000 customers and total transaction value growth of approximately 45%. The combined company would also benefit from a more diverse set of customers, including CWT's global multinational, military, and government clients and within Amex GBT's customer base of small to midsize enterprises. Furthermore, we believe the company would benefit from increased choice and volume by its customer base on software, which could mitigate potential EBITDA volatility caused by business travel downturns. The company has also identified run-rate synergy opportunities of approximately $155 million within the first three years. "Offsetting these factors is the execution risk and high cost of integrating the two platforms; however, Amex GBT has a track record of delivering significant synergies from its previous acquisitions of HRG in July 2018 and Egencia in November 2021. As such, we expect the proposed transaction could provide further upside to Amex GBT's rating, though there would be substantial execution risk in the company realizing synergies according to plan. Furthermore, in the event the transaction gets delayed further and/or does not get approved, we believe Amex GBT has a sufficient cushion at this rating level to fund associated legal expenses or potential breakage costs. "Our 'BB-' rating incorporates Amex GBT's current capital allocation policy and public net leverage guidance of 1.5x-2.5x. Despite solid credit metrics and our expectation that healthy cash flow could further reduce debt, we believe tuck-in acquisitions and share repurchases will likely limit further ratings upside given the company's track record and public financial policy. The company repurchased $55 million of shares in 2024, and its board recently authorized an additional $300 million of repurchases through 2027. However, the company maintains a target net leverage level of 1.5x-2.5x, which will roughly translate to 3.0x-4.0x on an S&P Global Ratings-adjusted basis going forward. As a result, we believe the company has sufficient headroom at the 'BB-' level. The company has also demonstrated its ability to reduce its interest expense burden through several transactions, including the $1.4 billion term loan B refinancing in July 2024 and subsequent term loan repricing in February 2025. Moreover, the company's floating rate interest expense is largely hedged via fixed rate interest rate swaps, further demonstrating prudent risk management. "Working capital dynamics could cause volatility in Amex GBT's cash flow metrics. While its revenue and EBITDA have substantially improved alongside the recovery in business travel, both the company's accounts receivable and accounts payable balances are highly corelated with total transaction value (TTV) trends. For example, in 2022 the company experienced substantial working capital outflows in light of rapid TTV growth, whereas in 2020 the company benefitted from working capital inflows despite sharp TTV declines. These working capital dynamics, along with the company's TTV seasonality, whereby its TTV is at its lowest levels at year end and its payment of annual incentives is completed in the first quarter, typically has a drag on the company's cash flow in the first quarter. Nonetheless, we expect a smoother business recovery trend, working capital initiatives, and recent cash interest savings to improve the company's cash flow profile such that its reported cash flow from operations increases to approximately $300 million in 2025 from $160 million in 2023 and approximately $270 million in 2024. "The stable outlook reflects our view that market share gains, operating leverage, and cost efficiencies will support good operating performance such that Amex GBT's leverage will approach the low-3x area and DCF to debt will remain in the 6%-10% area over the next 12 months." S&P could lower the rating if Amex GBT's credit metrics materially deteriorate, including debt to EBITDA rising above 4.0x or DCF to debt decreasing below 5% on a sustained basis, which could result from: -- Increased legal or acquisition costs related to the proposed CWT acquisition exceeding our current expectation; -- A material disruption in the business travel segment, loss of clients, or exceptional costs; or -- Material debt-financed acquisitions or significant shareholder distributions. S&P could raise the rating if Amex GBT: -- Substantially increases its scale while continuing to successfully integrate acquisitions and realize associated synergies; and -- Adheres to a financial policy commensurate with maintaining its S&P Global Ratings-adjusted debt to EBITDA below 3.0x on a sustained basis. GLOBAL NET LEASE: S&P Places 'BB' ICR on CreditWatch Positive ------------------------------------------------------------- S&P Global Ratings placed all of its ratings on Global Net Lease Inc. (GNL), including its 'BB' issuer credit rating, on CreditWatch with positive implications. The CreditWatch placement reflects S&P views that the transaction will materially reduce leverage, with a significant portion of the proceeds expected to be used to repay debt following the close of the entire transaction, which it expects by the end of the second quarter of 2025. GNL has entered into a binding agreement to sell its multi-tenant portfolio to a subsidiary of RCG Ventures Holdings LLC. While the transaction will reduce GNL's scale, it positions the company as a sizable single-tenant-focused net lease company. S&P expects it will use most of the proceeds to deleverage the balance sheet. S&P said, "We expect GNL's leverage will improve materially following the close of the transaction. As of Sept. 30, 2024, GNL's S&P Global Ratings-adjusted debt to EBITDA was 8.9x. It has been operating at elevated levels over the past several years. At the beginning of 2024, the company announced its initiative to reduce leverage through noncore and strategic dispositions, targeting an initial $400 million-$600 million for the year. GNL exceeded that, with dispositions totaling $835 million at a cash cap rate of 7.1%. The recently announced agreement to sell its multi-tenant portfolio for approximately $1.8 billion further demonstrates its commitment to reduce leverage and increase financial flexibility. At close, GNL expects its net debt to adjusted EBITDA to be between 6.5x-7.1x under its calculations following repayment of part of the outstanding balance on its revolving credit facility. We expect S&P Global Ratings-adjusted debt to EBITDA will decline to the low- to mid-7x area pro forma for the transaction. "We view the transaction as relatively neutral to GNL's business risk profile. While the multi-tenant portfolio sale will result in a smaller and less diversified portfolio, we believe the simplification of the business is positive. The transaction allows GNL to become a pure-play, single-tenant net lease company, generating cash savings from reduced annual capital expenditure, fewer annual general and administrative expenses, and eliminating the complexities of owning multi-tenant retail properties. Moreover, the sale should improve operating statistics, increasing occupancy to 98% (relative to 96% pre-transaction as of Sept. 30), extending the weighted-average remaining lease term to 6.4 years (from 6.3 years), increasing the proportion of investment-grade tenants to 66% (from 60.5%), and enhancing annual rent escalations to 89% (from 80%). Going forward, we expect the focus of its investments to be in single-tenant net lease properties. "We expect to resolve the CreditWatch placement on GNL when the entire transaction closes, likely by the end of the second quarter of 2025. We would likely raise the ratings by one notch if the transaction closes as expected. If it fails to close, we would reassess the company and most likely affirm our ratings." GLOBAL WOUND: Seeks to Extend Plan Exclusivity to June 18 --------------------------------------------------------- Global Wound Care Medical Group, a Professional Corporation, asked the U.S. Bankruptcy Court for the Southern District of Texas to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to June 18 and August 19, 2025, respectively. The Debtor claims that its dispute with the United States requires the Debtor to resolve numerous complex regulatory and legal issues related to the Medicare program and the False Claims Act before it can finalize its chapter 11 plan efforts. Representatives of the Debtor and related entities have been meeting regularly virtually with attorneys representing the United States, and had an in person meeting in Washington, D.C. with those same attorneys, with the goal of reaching a global settlement between the Debtor and related entities, and the United States. The Debtor explains that it operates in a heavily regulated industry while continuing to treat over 2,000 wounds daily. To achieve the Debtor's chapter 11 goals and maintain quality services to the Debtor's patients, the Debtor is required to, inter alia, maintain vendor relationships and manage 248 full-time and 36 part-time employees and contracts with 49 medical directors, all while engaging in critical negotiations with the United States and other key stakeholders. These highly complex tasks are essential to the Debtor's successful reorganization. In addition to making progress in the Debtor's negotiations with the United States regarding a resolution of the Payment Suspension through a global settlement, the Debtor has made substantive, good faith progress towards formulating a plan of reorganization and preparing adequate information and disclosures related thereto. The Debtor needs additional time to finalize a settlement with the DOJ, which will allow it to resolve issues related to the terms of a plan of reorganization. The Debtor notes that these chapter 11 protections, and the subsequent DOJ Stipulation with the United States, have afforded the Debtor with breathing room to participate in meaningful, good faith negotiations with the United States, which negotiations are integral to the Debtor's progress towards reorganization. However, despite good faith efforts by both the Debtor and the United States, a global settlement will not be achieved prior to the expiration of the Exclusivity Periods, and the Debtor requests this Court grant it an extension of the Exclusivity Periods so that the Debtor may continue working towards resolution of the issues with the United States. The Debtor asserts that it has a viable business, which continues to generate sufficient revenue to pay its postpetition accounts payables. If a global settlement with the United States can be reached, there is no reason to believe that the Debtor will not be viable going forward and will be able to file a viable plan. This factor also supports an extension of the Exclusivity Periods. The Debtor further asserts that its request for an extension of the Exclusive Periods is not a tactical decision aimed at pressuring creditors to accept the Debtor's goals and objectives related to a plan of reorganization. To the contrary, the Debtor's sole creditor, other than the United States, is a partner in the negotiations with the United States. Therefore, this factor does not weigh against the Court granting this Motion. Counsel to the Debtor: Casey W. Doherty, Jr., Esq. Dentons US LLP 1300 Post Oak Blvd. Suite 650 Houston, TX 77056 Phone: (713) 658-4600 Email: casey.doherty@dentons.com -and- Samuel R. Maizel, Esq. Tania M. Moyron, Esq. Dentons US LLP 601 S. Figueroa Street Suite 2500 Los Angeles, CA 90017 Phone: (213) 892-2910 Email: samuel.maizel@dentons.com tania.moyron@dentons.com About Global Wound Care Medical Group Global Wound Care Medical Group sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-34908) on Oct. 21, 2024, with $100 million to $500 million in both assets and liabilities. Owen B. Ellington, M.D., president of Global Wound Care Medical Group, signed the petition. Judge Eduardo V. Rodriguez oversees the case. Casey W. Doherty, Jr., Esq., at Dentons US, LLP serves as the Debtor's legal counsel while Verita Global serves as notice, claims and balloting agent. Suzanne Richards is the patient care ombudsman appointed in the Debtor's case. GOL LINHAS: Creditors, U.S. Trustee Slam Chapter 11 Plan Disclosure ------------------------------------------------------------------- Rick Archer of Law360 reports that the noteholders of GOL Linhas and the U.S. Trustee's Office have urged a New York bankruptcy judge to deny approval of the Brazilian airline's Chapter 11 plan disclosures, arguing that they lack sufficient details on claims releases and the company's equity value after bankruptcy. About Gol GOLL4.SA GOL Linhas Aereas Inteligentes S.A. provides scheduled and non-scheduled air transportation services for passengers and cargo; and maintenance services for aircraft and components in Brazil and internationally. The company offers Smiles, a frequent-flyer program to approximately 20.5 million members, allowing clients to accumulate and redeem miles. It operates a fleet of 146 Boeing 737 aircraft with 674 daily flights. The company was founded in 2000 and is headquartered in Sao Paulo, Brazil. GOL Linhas Aereas Inteligentes S.A. and its affiliates and its subsidiaries voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024. GOL Linhas estimated $1 billion to $10 billion in assets as of the bankruptcy filing. The Debtors tapped Milbank Llp as counsel, Seabury Securities Llc as restructuring advisor, financial advisor and investment banker, Alixpartners, LLP, as financial advisor, and HUGHES Hubbard & Reed LLP as aviation related counsel. Kroll Restructuring Administration LLC is the claims agent. GRAY MEDIA: Fitch Lowers LongTerm IDR to 'B-', Outlook Negative --------------------------------------------------------------- Fitch Ratings has downgraded Gray Media, Inc.'s Long-Term Issuer Default Rating (IDR) to 'B-' from 'BB-'. The downgrade is due to persistently high L8QA EBITDA leverage above sensitivities after the last political cycle, with lower deleveraging prospects in 2025, a non-political year. Fitch has also downgraded Gray's senior secured debt rating to 'B+' from 'BB+' with a Recovery Rating of 'RR2'. Fitch has additionally downgraded Gray's senior unsecured issue ratings to 'CCC'/'RR6' from 'BB-'/'RR4'. The downgrade reflects persistently high leverage driven by margin erosion over the last four years, significantly reducing deleveraging capacity via FCF generation, without any major global media events until 2026. Fitch also considered Gray's recent debt reduction efforts and cost-saving initiatives to stabilize margins, while maintaining an adequate liquidity position. The Negative Outlook reflects expected high leverage until 2026 and a narrow runway for the refinancing of upcoming maturities starting in 2027. Key Rating Drivers High Leverage Expected Until 2026: Since acquiring Raycom Media, Inc. in 2019, and later Quincy Media, Inc. and Meredith Corporation's local media assets in 2021, Gray accumulated significant acquisition-related debt that weighed on the company's capital structure, with L8QA EBITDA leverage peaking around 7.0x at the closing of the Meredith acquisition with the focus to rapidly deleverage via FCF generation. However, anticipated margin gains and strengthened political-cycle monetization didn't materialize as expected due to a prolonged advertising recession in the national market, compounded by post-pandemic macroeconomic impacts that accentuated sector challenges. Since 2021, Gray has struggled to maintain margin gains, negatively affecting FCF, while prioritizing capex for its Assembly Atlanta development, leading to a slower-than-expected reduction in leverage. Fitch forecasts Gray's leverage to remain above 6.5x until 2026, with a modest decrease expected from margin gains as result of implemented cost-cutting initiatives. Improving Margins; Debt Reduction Efforts: Over the last four years, Gray's margins have declined from the mid-30%'s to the high-20%'s, reflecting a weakened linear advertising market caused by decreased national demand, rising operating costs, and lower political advertising revenue. Gray's strategy to stabilize margins include implementing $60 million in cost-saving initiatives, securing more profitable renewals of retransmission contracts leveraged by its premium local content, further developing its digital advertising infrastructure, and increasing retrans exposure to MVPDs and other digital mediums. Fitch expects Gray to actively manage its capital structure, aiming to reduce leverage over the next two years through debt repayments derived from FCF generation or non-core asset divestitures, as $1.9 billion in debt matures in 2027 and 2028. Fitch believes Gray has sufficient time to generate cash to pay off its 2027 notes, paving the way for the refinancing of 2028 and 2029 debt maturities. In its rating case scenario, Gray is projected to generate approximately $210 million-$250 million on average in annual FCF over the next four years. Ongoing Retrans and Digital Expansion: Despite concerns about the retransmission business peaking due to rising cable network costs and subscriber base erosion, Gray benefits from its strong position as the largest owner of top TV stations. It provides premium local content while expanding exposure to MVPDs and digital platforms to counter cable network challenges. Additionally, Gray is enhancing its digital advertising solutions, leveraging local media infrastructure to mitigate national advertising underperformance. Underperforming National Advertising Market: Since late 2022, national advertising spending has significantly decelerated, revealing weaker-than-expected conditions for linear advertising segments amidst growing competition from digital advertising solutions. This slowdown was further exacerbated by a post-pandemic high-interest rate environment that notably constrained national advertising budgets. Although there has been gradual recovery, the market continues to lose share to the digital advertising sector. High Concentration to Advertising: Although Gray's revenue profile is balanced by a steady retransmission segment, its Core Advertising segment is highly exposed to the linear advertising market, representing approximately 44% of total revenue on a two-year average basis. Fitch anticipates persistent pressures in the linear advertising market over the short to medium term, mainly due to increasing digital advertising competition and sector challenges. Strong Television Portfolio: On a consolidated basis, Gray covers 37% of U.S. television households. Its strong portfolio of assets includes #1 ranked stations in 78 of its 113 markets (approximately 69%) and #2 ranked stations in another 21 (about 19%) during 2024. Station ranking is important to advertisers, especially for political advertising, with the #1 or #2 ranked stations garnering a large portion of political revenues directed at local television broadcasters. Industry Headwinds: The diversified media industry has faced significant macroeconomic and operating challenges over the past four years. This culminated in a linear advertising recession from 2H22 into 2023. Excluding political advertising demand, both the local and national advertising markets had inconsistent performance in 2024, with a sluggish national market coupled with a resilient but weaker local performance, accentuating a potential trend as the company enters an off-political cycle year. Potential Deregulation Initiatives: The new federal government administration is looking to revisit existing regulations in the sector regarding limitations on industry consolidation and commercial rights to direct negotiation with virtual MVPDs among others that might positively impact the sector business model. Derivation Summary Gray's 'B-' IDR reflects its smaller scale and higher leverage relative to the larger and more diversified media peers like Paramount Global (BBB-/Negative) and Warner Bros. Discovery, Inc. (BBB-/Stable). Gray's ratings reflect the company's high leverage, which is offset by its enhanced scale and competitive position. Gray is the second largest U.S. station group by revenue and U.S. TV household reach. It also maintains the highest broadcast revenue per television household owing to its strong portfolio of highly ranked television stations. Gray has the first- or second-ranked television stations in approximately 88% of its 113 markets served. Highly ranked stations typically garner a larger share of the local and political advertising revenues in their markets. Gray also has a favorable mix of affiliated stations weighted toward CBS, NBC and ABC. Although Gray has a similar leverage profile as The E.W. Scripps Company (CCC), it benefits from more number one or number two ranked local stations and has significant exposure in political battleground states. Gray's Fitch-calculated EBITDA margins are at the upper end of the peer group. Key Assumptions - Core advertising revenue growing at a low single-digit reflecting extended weakness in the linear advertising market particularly at the national level, coupled with a negative to flattish local media performance, offset by increasingly higher monetization from its digital advertising spectrum. Fitch expects Gray to continue developing its digital advertising solutions over the rating horizon; - Political revenue around $490 million per year for 2026 and 2028 political cycles; - Retransmission consent revenue decreasing at low to mid single-digits in 2025, and then for the rest of the projection flattish revenue growth driven by ongoing secular challenges associated with increasingly higher linear TV cable churn rates, offset by Fitch's expectation that Gray will continue to negotiate profitable retransmission contracts with existing cable network operators but also increase exposure to virtual MVPDs and other alternative video distributors; - EBITDA margins at low-30%'s during political years and low-20%'s during non-political years. Fitch expects Gray to maintain margins around 30% on a L8QA basis, supported by recently announced cost-savings initiatives, higher digital advertising monetization and more profitable retrans renewals; - $110 million of proceeds from asset sales in 2024; - Capex intensity (percentage of total revenue) ranging around 2.6% to 3.1% throughout the projection, reflecting only maintenance requirements; - $32 million of common dividends per year; - $52 million of preferred dividends per year; - $300 million A/R facility fully drawn throughout the projection, extending maturity in 2026 for three years; - Full prepayment of the outstanding balance of the 7.000% unsecured notes in 2026 with internal FCF generation; - Fully available $680 million revolver credit facility maturing by the end of 2027, extended for five years; - Refinancing the 2028 maturities with a mix of internal FCF and a new $775 million issuance of secured debt with an 11% coupon. Recovery Analysis The recovery analysis assumes that Gray would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. EBITDA Gray's going-concern EBITDA is based on LQ8A EBITDA, considering the political cycle seasonality. Fitch updated Gray's going-concern LQ8A EBITDA to $700 million to capture accelerated linear market share declines driven by the advertising recession during 2022/2023, which Fitch does not expect the company to regain. In addition to ongoing margin erosion, as digital advertising and video streaming services become a more relevant alternative to linear advertising media. Multiple Fitch employs a 5.5x distressed enterprise value multiple reflecting the value present in the company's Federal Communications Commission licenses in small- and medium-sized U.S. markets. This multiple is in line with the median telecom, media and technology emergence enterprise value/EBITDA multiple of 5.5x. The analysis also incorporates the following: Public trading enterprise value/EBITDA multiples typically from 8.0x to 11.0x Recent M&A transaction multiples of 7.0x to 9.0x including synergies (Gray Television acquired Raycom Media for $3.6 billion in January 2019 including $80 million of anticipated synergies, or 7.8x; Apollo Global Management, LLC acquired Cox Media for $3.1 billion in February 2019 before synergies, or 9.5x; Nexstar Media Group acquired Tribune Media Company in September 2019 for $7.2 billion, including the assumption of debt and $185 million of outlined synergies, or 7.5x; Nexstar then sold 22 stations to three buyers as required under the terms of the Tribune acquisition for a blended 7.5x) Fitch estimates an adjusted, distressed enterprise valuation of roughly $3.9 billion. Debt Fitch assumes a fully drawn revolver ($680 million) and 75% availability used under the $300 million A/R facility in its recovery analysis as credit revolvers are usually drawn during periods of financial distress. Gray had $3.8 billion in senior secured term loans and notes, $2.5 billion in unsecured debt, and $650 million of preferred equity. The recovery analysis results in a full recovery of the A/R Securitization facility. The secured first-lien debt recovers at 'RR2' reflecting its senior secured position in the capital structure with superior recovery prospects, resulting in a two-notch uplift from the IDR to an issue-level rating of 'B+'. For the senior unsecured notes, the recovery analysis results in a 'RR6' reflecting poor recovery prospects due to its unsecured nature, prompting a two-notch downgrade to an issue-level rating of 'CCC'. Fitch does not rate the preferred equity nor the A/R facility. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Failed refinancing execution leading to a more complex refinancing of upcoming debt maturities; - Weaker than expected monetization strategy evidencing a further margin erosion and decreased FCF generation, hindering further deleveraging; - L8QA EBITDA leverage sustained above 6.5x over the next political cycle. - Deteriorating liquidity position. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Proactively addressing upcoming maturities with an effective refinancing strategy; - Demonstrated execution of operational improvements resulting in EBITDA margin expansion, leading to a stronger FCF and improved liquidity position driving, L8QA EBITDA leverage below 6.0x; - Maintain a moderate financial policy coupled with an adequate liquidity position. Liquidity and Debt Structure As of Sept. 30, 2024, Gray's liquidity position amounted to approximately $743 million, comprised of $69 million in cash and $674 million in borrowing capacity under its $680 million revolver, due in December 2027. Over the past four years, Gray has averaged about $250 million in FCF after dividends, and capital expenditures associated with the Assembly Atlanta development. Despite spending around $600 million on the studio during 2021-2023, Gray was still able to reduced its debt by about $620 million in 2022-2023. Fitch expects Gray to generate around $270 million-$330 million in FCF during political years and about $150 million during non-political years. Fitch rates Gray's senior secured credit facilities under the existing credit agreement together with the senior secured term loan and notes, which rank pari-passu with the existing credit agreement at 'B+', two notches higher than the IDR as it is secured by substantially all of Gray's assets with outstanding recovery prospects at 'RR2'. Additionally, the unsecured issuances are rated two notches below the issuer level at 'CCC' with lower recovery prospects due to its unsecured basis and subordination. Fitch does not rate the A/R securitization facility nor the $650 million Series A Preferred Stock held by Retirement Systems of Alabama (RSA). Fitch has determined that in accordance with established criteria that the Series A preferred stock receives 0% equity credit, and as such is included in Fitch's leverage calculations. Issuer Profile Gray Media, Inc. (Gray) is the second largest U.S. television broadcaster, measured by total revenues and markets served. The company also owns video program production, marketing and digital businesses including Gray Digital Media, Assembly Studios, Raycom Sports, Tupelo-Raycom, and PowerNation Studios. External Appeal Committee Outcomes In accordance with Fitch's policies the Issuer appealed and provided additional information to Fitch that resulted in a rating action that is different than the original rating committee outcome. 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 ----------- ------ -------- ----- Gray Media, Inc. LT IDR B- Downgrade BB- senior unsecured LT CCC Downgrade RR6 BB- senior secured LT B+ Downgrade RR2 BB+ GRITSTONE BIO: Plan Exclusivity Period Extended to May 8 -------------------------------------------------------- Judge Karen B. Owens of the U.S. Bankruptcy Court for the District of Delaware extended Gritstone Bio, Inc.'s exclusive periods to file a plan of reorganization and obtain acceptance thereof to May 8 and July 7, 2025, respectively. As shared by Troubled Company Reporter, the Debtor is seeking a further extension of the Exclusive Periods. For the following reasons, cause exists for such an extension: * The Debtor Has Made Good-Faith Progress in conducting its Chapter 11 Case. The Debtor has obtained first day relief to ensure a smooth transition into chapter 11. The Debtor obtained final approval of debtor in possession financing. The Debtor filed its schedules of assets and liabilities and statements of financial affairs, among other tasks and set a bar date for general unsecured claims. The Debtor has also conducted a sale process that resulted in the successful bids for the sale of certain of the Debtor's assets. * The Debtor has filed a Plan of Reorganization. The Debtor filed a chapter 11 plan of reorganization which is the result of successful negotiations with its key constituents. The Court has scheduled a hearing to consider adequacy of the Disclosure Statement on February 12, 2025 and the Debtor plans to request a confirmation hearing date in March of 2025. * Extending the Exclusivity Periods Will Not Prejudice Creditors. Among other activities, the Debtor is requesting an extension of the Exclusive Periods to preserve its exclusive right to file a plan (if needed) and to seek confirmation of a plan. Continued exclusivity will permit the Debtor to maintain flexibility and focus its efforts on seeking confirmation of the Plan and not be distracted by the possibility of a competing plan by another third party. All stakeholders will benefit from such continued stability and predictability. * The Debtor Has Demonstrated Reasonable Prospects for Filing a Viable Plan. The Debtor has negotiated with and reached an agreement in principle with its DIP Lender, its prepetition lender, and the Official Committee of Unsecured Creditors, and has filed the Plan and Disclosure Statement which reflect that agreement. The Debtor continues to work in good faith with other parties in an effort to confirm the Plan. The Debtor will request that the Court conduct a confirmation hearing date in March of 2025. Counsel to the Debtor: PACHULSKI STANG ZIEHL & JONES LLP Debra I. Grassgreen, Esq. John W. Lucas, Esq. Malhar S. Pagay, Esq. James E. OÃ¢â‚¬â„¢Neill, Esq. 919 North Market Street, 17th Floor P.O. Box 8750 Wilmington, Delaware 19899-8705 Tel: 302-652-4100 Fax: 302-652-4400 Email: dgrassgreen@pszjlaw.com jlucas@pszjlaw.com mpagay@pszjlaw.com joneill@pszjlaw.com About Gritstone bio Inc. Gritstone bio is developing next-generation vaccines for cancer and infectious disease. Gritstone's approach seeks to generate potent and durable immune responses by leveraging insights into the immune system's ability to recognize and destroy diseased ells by targeting select antigens. Gritstone bio Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12305) on October 10, 2024. In the petition filed by Celia Economides, chief financial officer, the Debtor reports total assets as of August 31, 2024 amounting to $124,885,479 and total debts as of August 31, 2024 amounting to $40,000,000. The Honorable Bankruptcy Judge Karen B. Owens handles the case. The Debtor tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel; Pricewaterhousecoopers LLP as financial advisor; and Raymond James & Associates, Inc., as investment banker. Fenwick & West LLP is the corporate counsel. The U.S. Trustee appointed an official committee of unsecured creditors appointed in this Chapter 11 case. The committee tapped ArentFox Schiff LLP as counsel, Potter Anderson & Corroon LLP as Delaware counsel, and FTI Consulting, Inc. as financial advisor. GS MORTGAGE 2025-PJ1: DBRS Finalizes B(low) Rating on B5 Notes -------------------------------------------------------------- DBRS, Inc. finalized the following provisional credit ratings on the Mortgage-Backed Notes, Series 2025-PJ1 (the Notes) issued by GS Mortgage-Backed Securities Trust 2025-PJ1: -- $278.4 million Class A-1 at AAA (sf) -- $278.4 million Class A-2 at AAA (sf) -- $278.4 million Class A-3 at AAA (sf) -- $208.8 million Class A-4 at AAA (sf) -- $208.8 million Class A-5 at AAA (sf) -- $208.8 million Class A-6 at AAA (sf) -- $167.0 million Class A-7 at AAA (sf) -- $167.0 million Class A-8 at AAA (sf) -- $167.0 million Class A-9 at AAA (sf) -- $41.8 million Class A-10 at AAA (sf) -- $41.8 million Class A-11 at AAA (sf) -- $41.8 million Class A-12 at AAA (sf) -- $111.4 million Class A-13 at AAA (sf) -- $111.4 million Class A-14 at AAA (sf) -- $111.4 million Class A-15 at AAA (sf) -- $69.6 million Class A-16 at AAA (sf) -- $69.6 million Class A-17 at AAA (sf) -- $69.6 million Class A-18 at AAA (sf) -- $32.9 million Class A-19 at AAA (sf) -- $32.9 million Class A-20 at AAA (sf) -- $32.9 million Class A-21 at AAA (sf) -- $311.3 million Class A-22 at AAA (sf) -- $311.3 million Class A-23 at AAA (sf) -- $311.3 million Class A-24 at AAA (sf) -- $311.3 million Class A-25 at AAA (sf) -- $311.3 million Class A-X-1 at AAA (sf) -- $278.4 million Class A-X-2 at AAA (sf) -- $278.4 million Class A-X-3 at AAA (sf) -- $278.4 million Class A-X-4 at AAA (sf) -- $208.8 million Class A-X-5 at AAA (sf) -- $208.8 million Class A-X-6 at AAA (sf) -- $208.8 million Class A-X-7 at AAA (sf) -- $167.0 million Class A-X-8 at AAA (sf) -- $167.0 million Class A-X-9 at AAA (sf) -- $167.0 million Class A-X-10 at AAA (sf) -- $41.8 million Class A-X-11 at AAA (sf) -- $41.8 million Class A-X-12 at AAA (sf) -- $41.8 million Class A-X-13 at AAA (sf) -- $111.4 million Class A-X-14 at AAA (sf) -- $111.4 million Class A-X-15 at AAA (sf) -- $111.4 million Class A-X-16 at AAA (sf) -- $69.6 million Class A-X-17 at AAA (sf) -- $69.6 million Class A-X-18 at AAA (sf) -- $69.6 million Class A-X-19 at AAA (sf) -- $32.9 million Class A-X-20 at AAA (sf) -- $32.9 million Class A-X-21 at AAA (sf) -- $32.9 million Class A-X-22 at AAA (sf) -- $311.3 million Class A-X-23 at AAA (sf) -- $311.3 million Class A-X-24 at AAA (sf) -- $311.3 million Class A-X-25 at AAA (sf) -- $311.3 million Class A-X-26 at AAA (sf) -- $7.5 million Class B-1A at AA (low) (sf) -- $7.5 million Class B-X-1 at AA (low) (sf) -- $7.5 million Class B-1 at AA (low) (sf) -- $3.8 million Class B-2A at A (low) (sf) -- $3.8 million Class B-X-2 at A (low) (sf) -- $3.8 million Class B-2 at A (low) (sf) -- $2.3 million Class B-3 at BBB (low) (sf) -- $1.3 million Class B-4 at BB (low) (sf) -- $328,000 Class B-5 at B (low) (sf) Morningstar DBRS discontinued and withdrew its credit ratings on Classes A-1L, A-2L, and A-3L Loans initially contemplated in the offering documents, as they were not issued at closing. Classes A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12, A-13, A-14, A-15, A-16, A-17, and A-18 are super senior notes or loans. These classes benefit from additional protection from the senior support note (Class A-21) with respect to loss allocation. Classes A-X-1, A-X-2, A-X-3, A-X-4, A-X-5, A-X-6, A-X-7, A-X-8, A-X-9, A-X-10, A-X-11, A-X-12, A-X-13, A-X-14, A-X-15, A-X-16, A-X-17, A-X-18, A-X-19, A-X-20, A-X-21, A-X-22, A-X-23, A-X-24, A-X-25, A-X-26, B-X-1, and B-X-2 are interest-only (IO) notes. The class balances represent notional amounts. Classes A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-10, A-11, A-13, A-14, A-15, A-16, A-17, A-19, A-20, A-22, A-23, A-24, A-25, A-X-2, A-X-3, A-X-4, A-X-5, A-X-6, A-X-7, A-X-8, A-X-11, A-X-14, A-X-15, A-X-16, A-X-17, A-X-20, A-X-23, A-X-24, A-X-25, A-X-26, B-1, and B-2 are exchangeable notes. These classes can be exchanged for combinations of exchange notes as specified in the offering documents. The AAA (sf) credit ratings on the Notes reflect 4.95% of credit enhancement provided by subordinated notes. The AA (low) (sf), A (low) (sf), BBB (low) (sf), BB (low) (sf), and B (low) (sf) credit ratings reflect 2.65%, 1.50%, 0.80%, 0.40%, and 0.30% credit enhancement, respectively. Other than the specified classes above, Morningstar DBRS does not rate any other classes in this transaction. The securitization is of a portfolio of first-lien fixed-rate prime residential mortgages funded by the issuance of the Notes. The Notes are backed by 250 loans with a total principal balance of $327,512,006 as of the Cut-Off Date. The pool consists of first-lien, fully amortizing fixed-rate mortgages (FRMs) with original terms to maturity of 30 years. The weighted-average (WA) original combined loan-to-value (CLTV) for the portfolio is 66.3%. In addition, all the loans in the pool were originated in accordance with the general Qualified Mortgage (QM) rule subject to the average prime offer rate designation. The mortgage loans are originated by United Wholesale Mortgage, LLC (UWM; 37.6%), CMG Mortgage, Inc. DBA CMG Financial (CMG, 15.3%), Guaranteed Rate, Inc (12.8%), and various other originators, each comprising less than 10.0% of the pool. The mortgage loans will be serviced by Newrez, LLC (Newrez), doing business as (dba) Shellpoint Mortgage Servicing (Shellpoint; 89.6%), loanDepot.com, LLC (loanDepot; 8.2%), PennyMac Loan Services (PennyMac; 1.8%) and United Wholesale Mortgage LLC (UWM/Cenlar FSB; 0.5%). Computershare Trust Company, N.A. will act as the Master Servicer, Paying Agent, Loan Agent, and Custodian. U.S. Bank Trust National Association (U.S. Bank; rated AA with a Stable trend by Morningstar DBRS) will act as Delaware Trustee. U.S. Bank Trust Company, National Association will act as Collateral Trustee. Pentalpha Surveillance LLC (Pentalpha) will serve as the File Reviewer. The transaction employs a senior-subordinate, shifting-interest cash flow structure that incorporates performance triggers and credit enhancement floors. This transaction allows for the issuance of Class A-1L, A-2L, and A-3L loans, which are the equivalent of ownership of Class A-1, A-2, and A-3 Notes, respectively. These classes are issued in the form of a loan made by the investor instead of a note purchased by the investor. If these loans are funded at closing, the holder may convert such class into an equal aggregate debt amount of the corresponding Notes. These classes were not issued at closing. Notes: All figures are in US dollars unless otherwise noted. H&E EQUIPMENT: S&P Places 'BB-' Debt Rating on Watch Negative ------------------------------------------------------------- S&P Global Ratings placed its 'BB-' issue-level ratings on H&E Equipment Services Inc.'s senior unsecured debt on CreditWatch with negative implications, in line with the CreditWatch negative on Herc's unsecured debt. On Feb. 19, 2025, H&E announced it entered into a definitive agreement to be acquired by U.S.-based equipment rental company Herc Holdings Inc. (BB/Negative/--) in a transaction valued at $5.5 billion. H&E had previously received an offer valued at $5.0 billion from United Rentals (URI) (BB+/Stable/--). H&E has since exited its agreement with URI, with URI receiving a termination fee of about $64 million, funded by Herc. S&P said, "Our 'BB-' issuer credit rating on H&E remains on CreditWatch with positive implications, reflecting our view of at least a one-in-two likelihood that we could raise this rating following the acquisition by higher-rated Herc. "We placed our 'BB-' issue-level ratings on H&E's senior unsecured debt on CreditWatch with negative implications, in line with the CreditWatch negative on Herc's unsecured debt. For more information on the rating action on Herc's debt, please see our research update on Herc Holdings Inc., published Feb. 21, 2025. "We expect higher-rated Herc will fully integrate H&E into its existing operations following the transaction. Consequently, our 'BB-' issuer credit rating on H&E remains on CreditWatch with positive implications. "We will likely withdraw our ratings on H&E following transaction close if substantially all of H&E's existing senior unsecured debt is retired. "The CreditWatch placement reflects our view that there is at least a one-in-two likelihood that we could raise our issuer credit rating on H&E by one or more notches when the acquisition closes. We could raise the ratings if we view H&E as at least moderately strategic to URI." HAND HOSPITALITY: Plaintiffs' Certification Motion Granted in Part ------------------------------------------------------------------ Magistrate Judge Robert W. Lehrburger of the United States District Court for the Southern District of New York granted in part and denied in part the plaintiffs' motion to conditionally certify an FLSA collective action in the case captioned as SOONJA SON, MI AE KANG, and IN HYEONG SUR, on behalf of themselves and all others similarly, situated, Plaintiffs, - against - HAND HOSPITALITY, CHO DANG GOL, LLC, TOLEDO 53 INC., YEONKHEE KIM, CHANGHONG MIN, and KIHYUN LEE, Defendants, Case No. 22-cv-04639-RWL (S.D.N.Y.). Hand Hospitality LLC operates 13 restaurants in New York, one of which is Cho Dang Gol located at 55 West 35th Street in New York City. Corporate entities Cho Dang Gol LLC and Toledo 53 Inc. operate the Restaurant as well. Individual Defendant Kihyun Lee is the sole owner of the Restaurant, and Chanhong Min is its general manager. Yeonghee Kim is a manager and captain of servers. Plaintiffs claim that each of the individual Defendants exercised sufficient control to qualify as Defendants' employer, along with the corporate Defendants. Plaintiffs, former employees of Defendants' Korean restaurant named Cho Dang Gol, filed this action against Defendants claiming violations of the Fair Labor Standards Act and the New York Labor Law, through a common policy and practice of not paying Plaintiffs and other similarly situated employees for all the hours they worked, not paying all overtime hours worked, improperly retaining tips belonging to employees, and failing to provide accurate pay statements listing their true hours worked or correct amount of tips. Before the Court is Plaintiffs' motion for an order: (1) conditionally certifying the FLSA claims as a collective action pursuant to 29 U.S.C. Sec. 216(b); (2) approving Plaintiff's proposed form and manner of notice to potential opt-in plaintiffs; and (3) equitably tolling the statute of limitations for potential opt-in plaintiffs. Application All three named Plaintiffs allege that they were subject to at least some of the same illegal pay practices at the Restaurant. Those include not having been paid for all hours worked, manipulation of their clocked hours, and not being paid overtime pay for work performed in excess of 40 hours per week. Each of those practices, if proven, violates the FLSA. The three named Plaintiffs are similarly situated to each other, and would be to other non-exempt employees, with respect to those practices. While it may be questionable whether any of the named Plaintiff's affidavits standing alone would be sufficient to do so, that scenario is not presented in this case. Rather, three individual employees have each provided sworn declarations that corroborate ostensibly common pay practices. As such, they have provided a sufficiently firm foundation for conditional certification, the Court finds. Particularly given the Second Circuit's requirement that plaintiffs in a collective action need only share "a similar issue of law or fact material to the disposition of their FLSA claims," the Court readily concludes that -- at this preliminary stage -- conditional certification is warranted. Notice Plaintiffs have proposed forms of notice to be sent by mail, email, and text; a form of notice to be posted at the Restaurant, and a form for collective members to opt in. Defendant has not challenged the form and content of the notices and opt-in form proposed by Plaintiffs. Regardless, the Court has reviewed them and believes that certain edits are warranted in order to avoid confusion as well as to correct certain typographical errors. Subject to those modifications, the proposed notices and consent form are acceptable to the Court. Equitable Tolling Plaintiffs also ask the Court to issue an order tolling the statute of limitations for all potential opt-in plaintiffs from October 11, 2024 -- when Plaintiffs filed their motion for collective certification -- through the close of the notice period, being 90 days from mailing of notice. Defendants oppose this request on the grounds that Plaintiffs have not identified any extraordinary circumstances that warrant tolling the statute of limitations and that Plaintiffs unduly delayed in seeking conditional certification. The Court does not find that this case merits categorical equitable tolling of the statute of limitations for potential opt-in plaintiffs. Plaintiffs have not identified any rare and exceptional aspects of the case to justify equitable tolling, the Court notes. They have not alleged that Defendants actively concealed the existence of a cause of action from the opt-in plaintiffs. Nor have Plaintiffs offered specific details as to any individual potential opt-in plaintiff who intends to join the collective but who risks becoming time-barred or has been prevented in some extraordinary way from exercising his rights. A copy of the Court's decision is available at https://urlcurt.com/u?l=tiRTLW from PacerMonitor.com. HEALTHY SPOT: Gets OK to Hire Fortis LLP as Corporate Counsel ------------------------------------------------------------- Healthy Spot Operating, LLC received approval from the U.S. Bankruptcy Court for the Central District of California to employ Fortis LLP as special corporate counsel. The firm will be providing legal counsel related to general corporate matters, business litigation matters, debt and equity financing transactions, and c orporate restructuring. Alexander Chen, Esq. will be the primary attorney at Fortis that will be working with the Debtor during the pendency of the bankruptcy case. Mr. Chen's standard billing rate is $600 per hour. As disclosed in the court filings, Fortis does not hold or represent any interest materially adverse to the Debtor or the estate with respect to the matters for which it is to be employed. The firm can be reached through: Alexander C. Chen, Esq. Fortis LLP 1500 Rosecrans, Suite 500 Manhattan Beach, CA 90266 Phone: (310) 601-8815 Cell: (310) 804-2144 Fax: (310) 356-3301 Email: achen@fortislaw.com About Healthy Spot Operating Healthy Spot Operating LLC is a pet care retail company that offers dog grooming, dog daycare, and community experiences. Healthy Spot Operating LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-20065) on December 10, 2024. In the petition filed by Mark Boonnark, chief executive officer, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Golubchik LLP serves as the Debtor's counsel. HEART 2 HEART: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Heart 2 Heart Volunteers Inc. d/b/a Serenity Hills Life Center 667 Stone Shannon Road Wheeling WV 26003 Business Description: Serenity Hills Life Center in Wheeling, WV, is dedicated to providing comprehensive addiction recovery services, including residential, outpatient, and specialized programs for women, pregnant and postpartum individuals. Their approach combines holistic care with personalized treatment plans to support long-term recovery in a safe and nurturing environment. The center offers a range of services, including medical care, peer support, and family involvement, ensuring each individual receives the tools needed to heal and thrive. Chapter 11 Petition Date: February 27, 2025 Court: United States Bankruptcy Court Northern District of West Virginia Case No.: 25-00087 Debtor's Counsel: Kirk B. Burkley, Esq. BERNSTEIN-BURKLEY, P.C. 601 Grant Street 9th Floor Pittsbugh PA 15219 Tel: 412-456-8100 Email: kburkley@bernsteinlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sharon Travis 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/O2D2C3Q/Heart_2_Heart_Volunteers_Inc__wvnbke-25-00087__0001.0.pdf?mcid=tGE4TAMA HERMS LUMBER: Gets Interim OK to Use Cash Collateral ---------------------------------------------------- Herms Lumber Sales, Inc. received interim approval from the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, to use cash collateral. The Debtor needs to use its secured creditors' cash collateral. to cover expenses such as payroll, rent, and utilities. The secured creditors include RDM Capital Funding, LLC and the U.S. Small Business Association. SBA will be provided with adequate protection in the form of cash payments and a replacement lien on all the assets of the Debtor. Meanwhile, RDM Capital Funding is protected by a replacement lien, junior to SBA's lien. The current balance of the SBA loan is about $1.912 million and the Debtor is current on its monthly payment obligations to SBA. The Debtor has faced significant financial difficulties, largely due to high-interest loans and merchant cash advances (MCA loans) used to fund its operations. These loans and their weekly payment demands led to cash flow issues that hindered the Debtor's ability to purchase materials and pay vendors. The Debtor's financial difficulties stem from a combination of personal investments by its president, Mark Herms, in a fraudulent lawsuit in Mexico, which led to loans from the Debtor to fund his involvement. Despite this setback, the Debtor believes it can operate profitably without the burden of the high-interest loans and MCA debts. The next hearing is scheduled for April 9. About Herms Lumber Sales Inc. Herms Lumber Sales, Inc. specializes in the wholesale distribution of lumber and related construction materials. The Company offers a variety of products, including dense mixed hardwoods, softwoods, and plywood/OSB, catering to industries such as pallet manufacturing and construction. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 25-10403) on February 19, 2025. In the petition signed by Mark C. Herms, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Theodor Albert oversees the case. Aaron E. de Leest, Esq., at Marshack Hays Wood, LLP, represents the Debtor as legal counsel. HOOPERS DISTRIBUTING: Hires Hendren Redwine & Malone as Counsel --------------------------------------------------------------- Hoopers Distributing LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Hendren, Redwine & Malone, PLLC to serve as legal counsel in its Chapter 11 case. The firm will be paid based upon its normal and usual hourly billing rates and will be reimbursed for its out-of-pocket expenses. The Debtor paid the firm a retainer of $25,000. Jason Hendren, Esq., a partner at Hendren Redwine & Malone, disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jason L. Hendren, Esq. Hendren Redwine & Malone, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: (919) 573-1422 Fax: (919) 420-0475 Email: jhendren@hendrenmalone.com About Hoopers Distributing Hoopers Distributing, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 25-00447) on February 7, 2025, listing between $500,001 and $1 million in both assets and liabilities. J.M. Cook serves as Subchapter V trustee. Judge Joseph N. Callaway presides over the case. The Debtor tapped Hendren, Redwine & Malone, PLLC as counsel and Dawkins & Murray CPA PA as accountant. HOPEMAN BROTHERS: Seeks to Extend Plan Exclusivity to May 25 ------------------------------------------------------------ Hopeman Brothers, Inc. asked the U.S. Bankruptcy Court for the Eastern District of Virginia to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to May 25 and July 25, 2025, respectively. The Debtor claims that the size and complexities of its case alone justifies extending the Exclusivity Periods. Claimants have asserted over 126,000 asbestos-related claims against the Debtor, and, as of the Petition Date, almost 2,700 unresolved asbestos related claims were outstanding. The complexity has been evident since the Petition Date, as the Debtor, despite its best efforts to quickly enter and exit bankruptcy, has been delayed in those efforts as a result of litigation and related discovery with the Committee and certain other parties. Furthermore, the Debtor is not seeking an extension of the Exclusivity Periods as a leverage tactic, and creditors will not be prejudiced by extending the Exclusivity Periods. Instead, the Debtor is seeking an extension of the Exclusivity Periods to give the Debtor reasonable time and opportunity to complete the mediation of the Chubb Insurers Settlement Motion and prosecute a Chapter 11 plan to a successful conclusion, hopefully with the support of the Committee and its creditors. The Debtor explains that having obtained approval of the Certain Settling Insurers Motion, having filed the Plan within two weeks of the Petition Date, and being engaged in ongoing mediation of the Chubb Insurers Settlement Motion and the Plan, the Debtor is making substantial progress toward its goal for this Chapter 11 case. However, there is more that needs to be done to complete the mediation and conclude negotiations with the Committee and other parties in interest on the Plan. The Debtor asserts that extending the Exclusivity Periods as requested herein would fulfill the very purpose of section 1121 of the Bankruptcy Code, to provide the Debtor with a reasonable opportunity to negotiate with creditors and other parties-in interest and pursue a confirmable Chapter 11 plan. Allowing the Exclusivity Periods to terminate at this premature point, however, would be contrary to the goal of developing a consensual plan. Hopeman Brothers, Inc. is represented by: HUNTON ANDREWS KURTH LLP Joseph P. Rovira, Esq. Catherine A. Rankin, Esq. 600 Travis Street, Suite 4200 Houston, Texas 77002 Telephone: (713) 220-4200 HUNTON ANDREWS KURTH LLP Tyler P. Brown, Esq. Henry P. (Toby) Long, III, Esq. Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Telephone: (804) 788-8200 About Hopeman Brothers Inc. During the 1980s, Hopeman Brothers, Inc. transitioned its business away from ship joining and into manufacturing check-out counters used in commercial retail stores such as Walmart. In 2002, Hopeman spun off its cabinet-making business into Cinnabar Solutions, Inc. In 2003, Hopeman sold substantially all of its remaining shipbuilding-related assets to an unrelated party, US Joiner LLC, pursuant to an asset purchase agreement, dated as of December 23, 2003. Since the asset sale in 2003, Hopeman has had no business operations and exists solely to defend and, when appropriate, settle asbestos-related claims. Hopeman Brothers filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 24-32428) on June 30, 2024, with $50 million to $100 million in both assets and liabilities. The Debtor tapped Hunton Andrews Kurth, LLP as bankruptcy counsel; Blank Rome, LLP as special insurance counsel; Courington, Kiefer, Sommers, Marullo & Matherne, LLC as special asbestos counsel; and Stout Risius Ross, LLC as financial advisor. Kurtzman Carson Consultants, LLC is the claims and noticing agent. HUB CITY: Taps Robert S. Metz as Whitley Penn as Expert ------------------------------------------------------- Hub City Home Health, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Robert S. Metz, CPA/ABV, CFE of Whitley Penn as expert regarding the Legacy Litigation. The firm will provide expert opinions on behalf of the Debtors relating to the Legacy Plaintiffs' alleged damages. The compensation to be paid to Mr. Metz is $525 an hour. The firm will be paid at these rates: Partner $485 to $525 per hour Managing Director/Directors $275 to $375 per hour Sr. Associate/Associates $180 to $255 per hour Para Professional $130 to $175 per hour Mr. Metz assured the court that he is a disinterested person within the meaning of Sections 327 and 101(14) of the Bankruptcy Code. Mr. Metz can be reached at: Robert S. Metz, CPA/ABV, CFE Whitley Penn 3600 N Capital of Texas Hwy Building B Suite 250 Austin, TX 78746 Tel: (737) 931-8224 Email: robert.metz@whitleypenn.com About Hub City Home Health, Inc. Hub City Home Health, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-10191) on November 9, 2024, with $500,001 to $1 million in assets and liabilities. Shelby A. Jordan, Esq., at Jordan & Ortiz, PC represents the Debtor as legal counsel. HYPERSCALE DATA: Declares Dividends on Series D, E Preferred Shares ------------------------------------------------------------------- Hyperscale Data, Inc. announced that its Board of Directors has declared a monthly cash dividend of $0.2708333 per share of the Company's outstanding 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock. The record date for this dividend is February 28, 2025, and the payment date is Monday, March 10, 2025. Link to NYSE quote for the Company's 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock: https://www.nyse.com/quote/XASE:GPUSpD The Company further announced that the Board has declared a monthly cash dividend of $0.20833 per share of the Company's outstanding 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock. The declared dividend is for the previously deferred dividend for the month ended January 31, 2025. The record date for this dividend is February 28, 2025, and the payment date is Monday, March 10, 2025. In addition, the Board has elected not to declare a monthly cash dividend on the Series E Preferred Stock for the month ending February 28, 2025. The certificate of designations for the Series E Preferred Stock permits the Company to defer up to 12 consecutive monthly dividend payments on the Series E Preferred Stock without such deferrals being considered missed. The Company notes that the dividend is a cumulative dividend that accrues for payment in the future. For more information on Hyperscale Data and its subsidiaries, Hyperscale Data recommends that stockholders, investors, and any other interested parties read Hyperscale Data's public filings and press releases available under the Investor Relations section at hyperscaledata.com or available at www.sec.gov. About Hyperscale Data Headquartered in Las Vegas, NV, Hyperscale Data, Inc., formerly known as Ault Alliance, Inc., is transitioning from a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact to becoming solely an owner and operator of data centers to support high performance computing services. Through its wholly and majority-owned subsidiaries and strategic investments, Hyperscale Data owns and operates a data center at which it mines digital assets and offers colocation and hosting services for the emerging artificial intelligence ecosystems and other industries. It also provides, through its wholly owned subsidiary, Ault Capital Group, Inc., mission-critical products that support a diverse range of industries, including an artificial intelligence software platform, social gaming platform, equipment rental services, defense/aerospace, industrial, automotive, medical/biopharma and hotel operations. In addition, Hyperscale Data is actively engaged in private credit and structured finance through a licensed lending subsidiary. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a working capital deficiency, has incurred net losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company posted a net loss of $256.29 million in 2023 compared to a net loss of $189.83 million in 2022. As of Dec. 31, 2023, the Company had cash and cash equivalents of $8.6 million (excluding cash of discontinued operations), negative working capital of $66.3 million and a history of net operating losses. The Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. HYPERSCALE DATA: Esousa, Michael Wachs Hold 9.9% of Class A Shares ------------------------------------------------------------------ Esousa Group Holdings LLC and Michael Wachs disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of December 31, 2024, they beneficially owned 700,000 shares of Hyperscale Data, Inc.'s Class A Common Stock, which includes 150,000 shares of Class A common stock and 550,000 shares issuable upon conversion of convertible notes, subject to beneficial ownership limitations. This represents 9.9% of the 1,259,893 shares outstanding as of January 8, 2025. Esousa Group Holdings LLC and Michael Wachs may be reached through: Michael Wachs, Managing Member 211 East 43rd Street, Suite 402 New York, NY 10017 Tel: 646-278-6785 A full-text copy of Esousa Group's SEC Report is available at: https://tinyurl.com/ms4myfb8 About Hyperscale Data Headquartered in Las Vegas, NV, Hyperscale Data, Inc., formerly known as Ault Alliance, Inc., is transitioning from a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact to becoming solely an owner and operator of data centers to support high performance computing services. Through its wholly and majority-owned subsidiaries and strategic investments, Hyperscale Data owns and operates a data center at which it mines digital assets and offers colocation and hosting services for the emerging artificial intelligence ecosystems and other industries. It also provides, through its wholly owned subsidiary, Ault Capital Group, Inc., mission-critical products that support a diverse range of industries, including an artificial intelligence software platform, social gaming platform, equipment rental services, defense/aerospace, industrial, automotive, medical/biopharma and hotel operations. In addition, Hyperscale Data is actively engaged in private credit and structured finance through a licensed lending subsidiary. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a working capital deficiency, has incurred net losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company posted a net loss of $256.29 million in 2023 compared to a net loss of $189.83 million in 2022. As of Dec. 31, 2023, the Company had cash and cash equivalents of $8.6 million (excluding cash of discontinued operations), negative working capital of $66.3 million and a history of net operating losses. The Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. IKECHUKWU OKORIE: Annulment of Stay as to Clinic Property Affirmed ------------------------------------------------------------------ In the Matter of Ikechukwu H. Okorie Debtor, Ikechukwu H. Okorie, Appellant, versus Kimberly R. Lentz; PriorityOne Bank, Appellees, No. 24-60377 (5th Cir.), the United States Court of Appeals for the Fifth Circuit affirmed the order of the United States District Court for the Southern District of Mississippi affirming the decision of the United States Bankruptcy Court for the Southern District of Mississippi that granted PriorityOne's motion to retroactively annul the automatic stay as to the property where Inland operated its clinic, located at 908 West Pine Street, Hattiesburg, Mississippi. In Dr. Okorie's first case, initiated on Nov. 6, 2018, he filed an individual petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Mississippi. PriorityOne then filed a motion for abandonment and request for termination of the automatic stay under 11 U.S.C. Sec. 362 or, alternatively, request for adequate protection. The motion was based on a commercial promissory note Inland executed in June 2018, which Dr. Okorie personally guaranteed. The promissory note was secured by commercial real estate on theClinic Property. On Dec. 19, 2018, the bankruptcy court granted PriorityOne's motion, ordering that the Clinic Property was abandoned from the bankruptcy estate and that the stay was terminated, thus allowing PriorityOne to foreclose on the property. Dr. Okorie then filed a motion to dismiss the First Case, which was followed by a motion to dismiss filed by the United States Trustee. The bankruptcy court granted both motions. Before any foreclosure proceedings were initiated, Inland filed a voluntary bankruptcy petition under Chapter 11 on Jan. 14, 2019. PriorityOne also sought termination of the automatic stay as to the Clinic Property in the Inland Case. The bankruptcy court granted PriorityOne's motion and entered an agreed order requiring Inland to make adequate protection payments to PriorityOne. When Inland defaulted on the March 2019 payment, per the agreed order, the stay terminated as to PriorityOne, and the Clinic Property was abandoned from the estate. On Feb. 27, 2019, Dr. Okorie filed a second individual Chapter 11 bankruptcy petition, which he later voluntarily converted to a Chapter 7 case. This time, PriorityOne did not move for relief from the stay. Instead, on April 17, 2019, PriorityOne filed a proof of claim related to the promissory note -- which had been guaranteed by Dr. Okorie -- that granted PriorityOne its lien on the Clinic Property. PriorityOne's counsel also emailed a letter to Dr. Okorie's then-attorney expressing his view that, under Sec. 362(c)(3), the automatic stay was terminated as to the Clinic Property because 30 days had passed since Dr. Okorie's filing of the Second Case. Dr. Okorie's attorney responded, "[w]e agree that there is no stay. The clinic will have moved out of 908 West Pine by May 1st [2019]." On the same day, Inland filed a notice of intent to abandon the medical equipment housed at the Clinic Property. Inland then closed its location at the Clinic Property and moved out. In May and June 2019, the deed of trust's substitute trustee published notice of a foreclosure sale on the Clinic Property to be held on June 7, 2019, and PriorityOne's attorney gave notice to Inland and Dr. Okorie that PriorityOne was scheduled to foreclose on the property. After the Second Case was converted to Chapter 7, Dr. Okorie received a discharge on Oct. 5, 2021. Over a year-and-a-half later, he filed an objection in the Second Case to PriorityOne's amended proof of claim, which the bankruptcy court construed as a motion under Sec. 362(k) for violation of the automatic stay. Dr. Okorie contended that PriorityOne's foreclosure on the Clinic Property constituted a willful violation of the stay made effective under Sec. 362(a) upon his filing of the bankruptcy petition in the Second Case. Though PriorityOne took the position that the foreclosure was lawful, PriorityOne also responded by filing in the Second Case a motion for abandonment and termination of the automatic stay nunc pro tunc and, or alternatively, annulment of the stay to April 17, 2019 -- the date when PriorityOne's counsel and Dr. Okorie's then-attorney exchanged emails sharing their view that the stay had terminated. The bankruptcy court overruled Dr. Okorie's objection and entered an order denying Dr. Okorie's motion for violation of the stay. Although the court noted that PriorityOne foreclosed on the Clinic Property without obtaining relief from the stay, it ultimately concluded that PriorityOne had shown that the facts warranted annulment of the stay, and Dr. Okorie, who bore the burden of proof, had not shown why annulment should be denied. The court granted retroactive annulment of the stay to April 17, 2019. Because annulment of the stay effectively ratified the foreclosure sale, the court decided that the questions of "whether the foreclosure violated the stay and, if yes, whether the violation was willful need not be answered." Dr. Okorie appealed the bankruptcy court's order to the United States District Court for the Southern District of Mississippi. Among other things, he challenged the correctness of the bankruptcy court's annulment of the stay and argued that the foreclosure sale constituted a willful violation of the stay. The district court affirmed. The district court found that the bankruptcy court did not abuse its discretion by retroactively annulling the automatic stay, and concluded that there was no clear error in the bankruptcy court's factual findings that warranted annulment. After determining that the bankruptcy court's grant of retroactive relief from the stay validated PriorityOne's foreclosure on the Clinic Property, the district court found it unnecessary to discuss Dr. Okorie's contention that the foreclosure was a willful violation of the stay. Accordingly, Dr. Okorie's appeal was dismissed. Proceeding pro se, Dr. Okorie now appeals from the district court's decision, arguing that the court erred: (1) when it failed to determine whether PriorityOne Bank's automatic stay violation was willful; (2) when it affirmed the Bankruptcy Court's retroactive annulment of the automatic stay; (3) in its interpretation and application of the Sec. 362 provisions regarding the stay and entitlement to damages; (4) "when it failed to address the procedural and substantive fairness of the foreclosure process taken by PriorityOne Bank"; and (5) when it failed to adequately consider equitable principles in the decision to annul the stay and validate the foreclosure. Under Sec. 362(d), a bankruptcy court can annul the automatic stay. Specifically, the statute provides two avenues by which, "[o]n request of a party in interest and after notice and a hearing," the bankruptcy court "shall" grant relief from the automatic stay, "such as by terminating, annulling, modifying, or conditioning" the stay. The first is where relief from the stay is warranted "for cause." Second, and particular to a stay of an act against property of the debtor's estate, relief may be warranted if "(A) the debtor does not have an equity in such property" and "(B) such property is not necessary to an effective reorganization." The Fifth Circuit finds the bankruptcy court did not exceed its discretion by concluding that annulment of the automatic stay to April 17, 2019, was justified under both grounds identified by the statute. "Cause" for lifting the automatic stay includes "the lack of adequate protection of an interest in property of such party in interest." The lack of adequate protection for PriorityOne was first recognized by the bankruptcy court in its agreed order from the Inland Case. Recall that there, Inland failed to make the required adequate protection payments as set forth in the order, which led to termination of the automatic stay as to the Clinic Property in that case. In the Second Case, Dr. Okorie did not dispute the lack of adequate protection in his response to PriorityOne's motion for the bankruptcy court to annul the stay, instead positing that adequate protection was not required. Similarly, in the current appeal, Dr. Okorie fails to argue that he or Inland provided adequate protection to PriorityOne, the Fifth Circuit finds. Rather, he asserts that "the fact that neither Inland nor Appellant were making" adequate protection payments does not "place PriorityOne Bank in any higher priority compared to other creditors in the case." As Dr. Okorie's contentions are unavailing, the bankruptcy court properly elected to annul the stay under Sec. 362(d)(1), the Fifth Circuit concludes. The Fifth Circuit also finds the bankruptcy court likewise acted within its discretion by finding that stay relief was warranted under Sec. 362(d)(2), which directs that, if the debtor does not have equity in the estate property at issue, and if the property is not necessary to an effective reorganization, "the court shall grant relief from the stay." The bankruptcy court found that equity was lacking in the Clinic Property because Dr. Okorie pledged it as collateral to secure Inland's debt to PriorityOne, resulting in the property having "little or no equity for the benefit of the estate." This established PriorityOne as an undersecured creditor, thereby shifting the burden to Dr. Okorie to show that the Clinic Property was necessary for effective reorganization. The Fifth Circuit emphasizes that Dr. Okorie does not directly rebut the bankruptcy court's reasoning that the Clinic Property was not necessary to an effective reorganization because, by the time PriorityOne's counsel communicated the intended foreclosure with Dr. Okorie's then-attorney on April 17, 2019, "neither Inland nor Okorie were making any payments" as to the Clinic Property, and "Inland was preparing to move out" of the property ahead of foreclosure. If any counter to the bankruptcy court's justification of annulment under Sec. 362(d)(2) is cognizable from Dr. Okorie's briefing, it would be in his reply brief, where he repeats the immaterial assertion that PriorityOne "is not placed on a higher priority compared to other creditors." Therefore, he has failed to carry his burden, the Fifth Circuit concludes. A copy of the Court's decision is available at https://urlcurt.com/u?l=t4rQpt Ikechukwu H. Okorie filed for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No. 19-50379) on February 27, 2019, listing under $1 million in both assets and liabilities. The Debtor is represented by Patrick A. Sheehan, Esq. The case was converted to Chapter 7. INFINITE GLOW: Case Summary & 12 Unsecured Creditors ---------------------------------------------------- Debtor: Infinite Glow LLC 2784 Homestead Road Santa Clara, CA 95051 Business Description: Infinite Glow LLC has an equitable interest in the property situated at 2912 14th Ave, Oakland, CA 94606, which is valued at $4.7 million. Chapter 11 Petition Date: February 27, 2025 Court: United States Bankruptcy Court Northern District of California Case No.: 25-50253 Judge: Hon. Stephen L Johnson Debtor's Counsel: Steven R. Fox, Esq. THE FOX LAW CORPORATION INC. 17835 Ventura Blvd #306 Encino, CA 91316 Tel: 818-774-3545 Email: SRFox@foxlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tara Singhal as managing member. A full-text copy of the petition, which includes a list of the Debtor's 12 unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/MT2FHAI/Infinite_Glow_LLC__canbke-25-50253__0001.0.pdf?mcid=tGE4TAMA INOTIV INC: Freese and Nichols Settles Suit for $7.55MM ------------------------------------------------------- Inotiv, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company (through two of its subsidiaries) entered into a Settlement Agreement with Freese and Nichols, Inc. to settle a lawsuit that the Company had filed against FNI, related to, among other things, FNI's failure to design an adequately sized lagoon to dispose of the current wastewater and wastewater from expanded operations at the Company's location in Alice, Texas. The Settlement Agreement provides that the parties fully resolve all claims set forth in such lawsuit, without any admission of liability, and that FNI will pay the Company $7,550,000 within 30 days following the date of the Settlement Agreement. About Inotiv West Lafayette, Ind.-based Inotiv, Inc. and its subsidiaries comprise a leading contract research organization dedicated to providing nonclinical and analytical drug discovery and development services to the pharmaceutical and medical device industries and selling a range of research-quality animals and diets to the same industries as well as academia and government clients. Indianapolis, Ind.-based Ernst & Young LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated December 4, 2024, citing that the Company has suffered negative operating cash flows, operating losses and net losses, absent recent amendments would not have complied with certain covenants of loan agreements with banks and has stated that substantial doubt exists about the Company's ability to continue as a going concern. As of December 31, 2024, Inotiv had $772.9 million in total assets, $603.1 million in total liabilities, and $169.8 million in total equity. INTERFREIGHT SYSTEMS: Taps Gutnicki LLP as Co-Bankruptcy Counsel ---------------------------------------------------------------- Interfreight Systems, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Miriam Stein Granek, Of Counsel to Gutnicki LLP as co-bankruptcy counsel. The firm's services include: (a) negotiation with creditors and Chapter V Trustee; (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 U.S. Trustee; (g) attendance at court hearings; and (h) otherwise representation of the Debtor in matters before the Court. Ms. Granek has agreed to voluntarily reduce her normal hourly rate to $450 per hour for this case. The attorney rates at Gutnicki LLP range from $345 per hour to $850 per hour. 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, Esq. Gutnicki LLP 4711 Golf Road, Suite 200 Skokie, IL 60076 Tel: (847) 745-6592 Email: mgranek@gutnicki.com About Interfreight Systems Interfreight Systems Inc. provides comprehensive logistics and transportation services that connect businesses to markets worldwide. Interfreight Systems sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-18891) on December 18, 2024, with total assets of $828,100 and total liabilities of $1,549,076. Viktor Kotsev, president of Interfreight Systems, signed the petition. The Law Offices of David Freydin, PC serves as the Debtor's counsel. JP MORGAN 2025-CCM1: DBRS Finalizes B(low) Rating on B5 Certs ------------------------------------------------------------- DBRS, Inc. finalized its provisional credit ratings on the Mortgage Pass-Through Certificates, Series 2025-CCM1 (the Certificates) issued by J.P. Morgan Mortgage Trust 2025-CCM1 (JPMMT 2025-CCM1): -- $435.0 million Class A-1 at AAA (sf) -- $388.6 million Class A-2 at AAA (sf) -- $388.6 million Class A-3 at AAA (sf) -- $388.6 million Class A-3-X at AAA (sf) -- $291.5 million Class A-4 at AAA (sf) -- $291.5 million Class A-4-A at AAA (sf) -- $291.5 million Class A-4-X at AAA (sf) -- $97.2 million Class A-5 at AAA (sf) -- $97.2 million Class A-5-A at AAA (sf) -- $97.2 million Class A-5-X at AAA (sf) -- $233.2 million Class A-6 at AAA (sf) -- $233.2 million Class A-6-A at AAA (sf) -- $233.2 million Class A-6-X at AAA (sf) -- $155.4 million Class A-7 at AAA (sf) -- $155.4 million Class A-7-A at AAA (sf) -- $155.4 million Class A-7X at AAA (sf) -- $58.3 million Class A-8 at AAA (sf) -- $58.3 million Class A-8-A at AAA (sf) -- $58.3 million Class A-8-X at AAA (sf) -- $46.4 million Class A-9 at AAA (sf) -- $46.4 million Class A-9-A at AAA (sf) -- $46.4 million Class A-9-X at AAA (sf) -- $435.0 million Class A-X-1 at AAA (sf) -- $435.0 million Class A-X-2 at AAA (sf) -- $435.0 million Class A-X-3 at AAA (sf) -- $435.0 million Class A-X-4 at AAA (sf) -- $435.0 million Class A-X-5 at AAA (sf) -- $6.9 million Class B-1 at AA (low) (sf) -- $7.3 million Class B-2 at A (low) (sf) -- $3.9 million Class B-3 at BBB (low) (sf) -- $1.8 million Class B-4 at BB (low) (sf) -- $685.0 thousand Class B-5 at B (low) (sf) Classes A-3-X, A-4-X, A-5-X, A-6-X, A-7-X, A-8-X, A-9-X, A-X-1, A-X-2, A-X-3, A-X-4, and A-X-5 are interest-only (IO) certificates. The class balances represent notional amounts. Classes A-1, A-2, A-3, A-3-X, A-4, A-4-A, A-5, A-6, A-7, A-7-A, A-8, A-9, A-X-1, and A-X-5 are exchangeable certificates. These classes can be exchanged for combinations of depositable certificates as specified in the offering documents. Classes A-2, A-3, A-4, A-4-A, A-5, A-5-A, A-6, A-6-A, A-7, A-7-A, A-8, and A-8-A are super-senior certificates. These classes benefit from additional protection from the senior support certificates (Classes A-9 and A-9-A) with respect to loss allocation. The AAA (sf) credit ratings on the Certificates reflect 4.85% of credit enhancement provided by subordinated certificates. The AA (low) (sf), A (low) (sf), BBB (low) (sf), BB (low) (sf), and B (low) (sf) ratings reflect 3.35%, 1.75%, 0.90%, 0.50%, and 0.35% of credit enhancement, respectively. Other than the specified classes above, Morningstar DBRS does not rate any other classes in this transaction. The transaction is a securitization of a portfolio of first-lien fixed-rate prime residential mortgages funded by the issuance of the Mortgage Pass-Through Certificates, Series 2025-CCM1 (the Certificates). The Certificates are backed by 357 loans with a total principal balance of $457,206,200 as of the Cut-Off Date (January 1, 2025). Subsequent to the issuance of the related Presale Report, four loans were removed from the pool. The Certificates are backed by 361 mortgage loans with a total principal balance of $464,710,170 in the Presale Report. Unless specified otherwise, all the statistics regarding the mortgage loans in this report are based on the Presale Report balance. The pool consists of fully amortizing fixed-rate mortgages with original terms to maturity of 30 years and a weighted-average (WA) loan age of two months. Approximately 83.8% of the loans are traditional, nonagency, prime jumbo mortgage loans. The remaining 16.2% of the loans are conforming mortgage loans that were underwritten using an automated underwriting system (AUS) designated by Fannie Mae or Freddie Mac and were eligible for purchase by such agencies. Details on the underwriting of conforming loans can be found in the Key Probability of Default Drivers section. In addition, all of the loans in the pool were originated in accordance with the new general Qualified Mortgage (QM) rule. CrossCountry Mortgage, LLC (CrossCountry) is the originator for all of the loans in pool. Shellpoint Mortgage Servicing (Shellpoint or SMS) will act as the Interim Servicer. As of the Servicing Transfer Date (March 1, 2025) all of the loans will be serviced by JPMorgan Chase Bank, N.A. (JPMCB). For this transaction, the servicing fee payable for mortgage loans is composed of three separate components: the base servicing fee, the delinquent servicing fee, and the additional servicing fee. These fees vary based on the delinquency status of the related loan and will be paid from interest collections before distribution to the securities. Nationstar Mortgage LLC (Nationstar) will act as the Master Servicer. Citibank, N.A. (Citibank; rated AA (low) with a Stable trend by Morningstar DBRS) will act as Securities Administrator and Delaware Trustee. Computershare Trust Company, N.A. (Computershare) will act as Custodian. Pentalpha Surveillance LLC (Pentalpha) will serve as the Representations and Warranties (R&W) Reviewer. Notes: All figures are in US dollars unless otherwise noted. JPMCC COMMERCIAL 2014-C20: DBRS Confirms C Rating on 4 Classes -------------------------------------------------------------- DBRS Limited confirmed the credit ratings on all classes of Commercial Mortgage Pass-Through Certificates, Series 2014-C20 issued by JPMCC Commercial Mortgage Securities Trust 2014-C20 as follows: -- Class B at AA (low) (sf) -- Class X-B at AA (sf) -- Class C at BB (sf) -- Class EC at BB (sf) -- Class D at C (sf) -- Class E at C (sf) -- Class F at C (sf) -- Class G at C (sf) Morningstar DBRS changed the trends on Classes B and X-B to Stable from Negative, while Classes C and EC continue to have Negative trends. Classes D, E, F, and G have a credit rating that generally does not carry a trend in commercial mortgage-backed securities (CMBS) credit ratings. The credit rating confirmations and change in trend on Classes B and X-B are reflective of Morningstar DBRS expectation that a full recovery of principal is likely to occur. As of the January 2025 remittance, Class B has an outstanding balance of approximately $5.0 million and based on the liquidation analysis for the three specially serviced loans, Morningstar DBRS expects there will be sufficient proceeds available to repay the outstanding balance of that certificate. Morningstar DBRS also confirmed its credit ratings on all remaining classes and maintained the Negative trend on Classes C and EC. Interest shortfalls as of the January 2025 remittance total $8.2 million, which has increased from $6.5 million at the time of the last credit rating action in March 2024. Unpaid interest continues to accrue month over month, driven primarily by interest shortfalls deemed nonrecoverable from the largest and second-largest loans in special servicing. Morningstar DBRS' credit ratings are constrained by the expectation of accruing interest shortfalls prior to repayment and further credit rating action could be taken if full interest to the Class C certificate goes unpaid for an extended period of time, the primary consideration for the Negative trend. Classes D through G are already assigned credit ratings indicative of high expectation of loss and do not carry a trend at this time. As of the January 2025 remittance, only five of the original 37 loans remain outstanding with a pool balance of $143.7 million, representing a collateral reduction of 83.6% since issuance. Since the last credit rating action, an additional nine loans were successfully repaid from the trust. Three of the five outstanding loans, representing 74.9% of the pool balance, are in special servicing and the two remaining loans remain with the master servicer with extended maturity dates in January 2026 and June 2029. The largest loan in special servicing, 200 West Monroe (Prospectus ID#6; 30.2% of the pool balance), is secured by a 23-story, Class B office property in Chicago. The loan initially transferred to special servicing in February 2024 following the borrower's unwillingness to fund operating shortfalls. The loan was last paid through in December 2023. The special servicer is reportedly working to appoint a receiver to help stabilize the property for an eventual sale. According to the June 2024 rent roll, the property was 67.2% occupied, in line with the YE2023 figure of 68.3% but ultimately less than the 84.2% at issuance. Cash flow continues to decline year over year, with the loan reporting a YE2023 debt service coverage ratio of 0.21 times (x) a further decline from 0.49x at YE2022. The in-place tenant roster is considered granular, with no tenant representing more than 5.3% of the net rentable area (NRA). Leases, representing 6.7% of the NRA, are scheduled to expire by YE2025. According to a Q3 2024 Reis report, office properties within the Central Loop submarket experienced an average vacancy rate of 17.5%, up from 14.1% at YE2023. Although an updated appraisal has not been provided, Morningstar DBRS expects the property value has declined significantly since issuance given the high in-place vacancy, declined cash flow, weakening submarket fundamentals and lack of leasing activity. Morningstar DBRS' analysis for this loan included a liquidation scenario based on a 75% haircut to the issuance appraised value of $101 million, in addition to outstanding advances and expected servicer expenses. This analysis suggested a projected loss severity approaching 70%, or approximately $30 million. The second-largest loan in special servicing, Lincolnwood Town Center (Prospectus ID#4; 29.5% of the pool balance), is backed by a regional mall in the northern Chicago suburb of Lincolnwood, Illinois. The property became real estate owned in August 2021. It was previously noted that the subject was under contract to be sold to a developer; however, the buyer failed to close on the transaction. Since the last credit rating action there has been no new appraisal delivered. The most recent appraisal dated April 2023, valued the property at $15.0 million, in line with the May 2022 appraised value, but a drastic decline from the issuance value of $89.1 million. In its analysis, Morningstar DBRS' liquidated the loan from the trust based on a 10% haircut to the April 2023 appraisal, in addition to outstanding advances and expected servicer expenses. The analysis suggested a loss severity in excess of 90% or approximately $40 million. Notes: All figures are in U.S. dollars unless otherwise noted. KARBONX CORP: Changes Principal Address to Calgary, Alberta ----------------------------------------------------------- Karbon-X Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that effective February 17, 2025 the registrant changed its principal address to 1720 540 5 Ave. SW, Calgary, Alberta, Canada T2P 0M2. About Karbon-X Calgary, Canada-based Karbon-X Corp. provides customized transactional options, tailored insights, and scalable access to the Verified Emissions Reduction markets. Spokane, Wash.-based Fruci & Associates II, PLLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated September 13, 2024, citing that the Company has generated minimal revenues from its business operations and has incurred operating losses since inception. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. As of November 30, 2024, Karbon-X had $6,340,514 in total assets, $4,049,304 in total liabilities, and $2,291,210 in total stockholders' equity. KB3 2275: Seeks Cash Collateral Access ---------------------------------------- KB3 2275 Century, LLC asked the U.S. Bankruptcy Court for the Central District of California for authority to use cash collateral through Aug. 23. The cash collateral consists of rents generated by the company's real property in Los Angeles, Calif. Preferred Bank and Jorge Tobias Leal assert an interest in the cash collateral. The bank is the first lienholder and is owed $895,925. KB3 projects $10,200 in total income and $9,584 in total expenses for one month. A hearing on the matter is set for April 8. About KB3 2275 Century KB3 2275 Century, LLC is a Los Angeles-based real estate company. KB3 2275 Century filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 25-10237) on January 14, 2025, listing between $1 million and $10 million in both assets and liabilities. Judge Neil W. Bason handles the case. The Debtor is represented by Onyinye N. Anyama, Esq., at Anyama Law Firm, A Professional Corp, in Cerritos, Calif. KRT INC: Gets Interim OK to Use Cash Collateral ----------------------------------------------- KRT, Inc. received interim approval from the U.S. Bankruptcy Court for the District of Wyoming to use cash collateral to pay its expenses. The interim order signed by Judge Cathleen Parker authorized the company to use its secured creditors' cash collateral pending a final hearing set for March 27. KRT's secured creditors include Commercial Credit Group, Inc., which holds a security interest in some of the company's equipment, and Gulf Coast Bank & Trust Company, which has purchased certain KRT invoices. Other significant secured creditors that hold security interests in the equipment are Caterpillar Financial Services, Inc., Wallwork Financial Services, Balboa Capital Corporation and Translease, Inc. As protection, secured creditors were granted post-petition security interests in and liens on all post-petition assets of KRT, to the same nature, extent, validity and priority that existed pre-petition. In addition, secured creditors will be granted administrative claims in case the replacement liens do not adequately protect the diminution in value of their interests in their pre-bankruptcy collateral. Caterpillar Financial Services is represented by: David H. Leigh, Esq. Ray Quinney & Nebeker P.C. 36 South State Street, 14th Floor P.O. Box 45385 Salt Lake City, UT 84145-0385 Telephone: (801) 532-1500 Facsimile: (801) 532-7543 Email: dleigh@rqn.com About KRT Inc. KRT Inc. operates within the specialized freight trucking industry. KRT Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.W. Case No. 25-20036) on February 7, 2025. In its petition, the Debtor reported total assets of $6,382,948 and total liabilities of $7,272,774. Judge Cathleen D. Parker handles the case. The Debtor is represented by: Clark D. Stith, Esq. Clark D. Stith 505 Broadway Street Rock Springs, WY 82901 Tel: 307-382-5565 Fax: 307-382-5552 Email: clarkstith@wyolawyers.com LAVISSANI LLC: Seeks Chapter 11 Bankruptcy Protection in Nevada --------------------------------------------------------------- On February 24, 2025, Lavissani LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of Nevada. 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 Lavissani LLC Lavissani LLC is a limited liability company. Lavissani LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 25-10964) on February 24, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge August B. Landis handles the case. The Debtor is represented by: Matthew C. Zirzow, Esq. LARSON & ZIRZOW, LLC 850 E. Bonneville Ave. Las Vegas, NV 89101 Tel: 702-382-1170 E-mail: mzirzow@lzlawnv.com LAWRENCE GENERAL HOSPITAL:S&P Affirms 'B-' Rating on Revenue Bonds ------------------------------------------------------------------ S&P Global Ratings revised the outlook to negative from stable and affirmed its 'B-' long-term rating on the Massachusetts Development Finance Agency's revenue bonds, issued for Lawrence General Hospital (LGH). "The outlook revision reflects our view of LGH's greater-than-expected and weaker balance sheet metrics, especially unrestricted reserves, for fiscal 2024," said S&P Global Ratings credit analyst Anne Cosgrove. "We also note some near-term integration risk with two hospital acquisitions that have increased the debt load given the $28 million purchase price advance," Ms. Cosgrove added. LEITMOTIF SERVICES: Court OKs Fixture Sale to Wilson Scooter ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, has permitted Leitmotif Services LLC, d/b/a Fluidfreeride LLC, to sell inventory, furniture, fixtures, and equipment, free and clear of all liens, claims, encumbrances, and interests. The Court authorized the Debtor to sell inventory, furniture, fixtures and equipment located at 216 Frost Street, Brooklyn, NY 11211 and 360 11th Street, San Francisco, CA 94103, to Wilson Scooter, Inc. The Court held that the Debtor articulated good and sufficient reasons for the Court to approve the assumption and assignment of the leases with respect to the Specified Locations. The Court determined that the Debtor’s secured lender, Kalamata Capital Group, filed no objection to the Motion or Sale and price at which the Assets are to be sold is greater than the aggregate value of all liens on such property. The Court acknowledged that the sale was reasonably designed to maximize the value to be achieved for the Assets and the Purchaser will close the agreement by no later than March 3, 2024. The Court ordered that with respect to the Security Deposit, the Purchaser may either: fund new security deposits with each of the respective landlords at the Specified Locations, so long as such landlords commit in writing to refunding Debtor's original security deposit directly to Debtor; or pay an amount equal to the Security Deposits directly to the Debtor, in which case the present Security Deposits held by the respective landlords will serve as Purchaser's Security Deposit for such Specified Location leases. At the Closing, the Purchaser will pay or deliver to the Debtor's Seller Counsel, Edelboim Lieberman, PLLC by wire transfer of immediately available funds, the balance of the Purchase Price, $15,000.00 and fund the $21,754.62 Security Deposit replacement. About Leitmotif Services LLC Leitmotif Services, LLC is a retailer of a wide selection of electric scooters. It is based in Miami, Fla., with a self operated service center in Brooklyn, N.Y., and an expanding network of service partners. Leitmotif Services sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-21215) on October 28, 2024, with total assets of $1,410,835 and total liabilities of $2,584,500. Carol Fox of GlassRatner serves as Subchapter V trustee. Judge Laurel M. Isicoff handles the case. The Debtor is represented by Brett Lieberman, Esq., at Edelboim Lieberman, PLLC. LEITMOTIF SERVICES: To Sell Furniture to Red Stag Fulfillment ------------------------------------------------------------- Leitmotif Services LLC, d/b/a Fluidfreeride LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, to sell inventory, furniture, fixtures, equipment, and intellectual property, free and clear of all liens, claims, encumbrances, and interests. The Debtor's Properties are located at the following service center and storage facility: -- 7101 N. Miami Ave., Unit #103, Miami, FL 33150 (Miami Location) -- 5350 Harold Gatty Dr, Salt Lake City, UT 84116 (Utah Warehouse Location) The Debtor operates a business that sells, distributes and repairs electric scooters, and conducts its business both online and at its self-operated, brick-and-mortar service centers, which are located in Miami, Florida, Brooklyn Location and San Francisco Location. The Debtor sought new investors, alternative financing, or potential joint venture partners to recapitalize and restructure the business. Unfortunately, Debtor was not able to identify such strategic partners and filed a bankruptcy case to maximize the value of its assets and going concern for the benefit of creditors and all constituents. Red Stag Fulfillment agrees to acquire the Debtor's s inventory, furniture, fixtures and equipment located at the Miami Location and Utah Warehouse Location, to assume the lease of the Miami Location, the executory contract related to the Utah Warehouse Location, and the Debtor's intellectual property, and substantially all other assets of the estate, with the purchase price of $105,000. The Debtor asserts that the proposed sale will be free of the liens and encumbrances, and as quickly as possible to maximize the value and benefit to creditors of the estate and minimize the expenses associated. About Leitmotif Services LLC Leitmotif Services, LLC is a retailer of a wide selection of electric scooters. It is based in Miami, Fla., with a self operated service center in Brooklyn, N.Y., and an expanding network of service partners. Leitmotif Services sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-21215) on October 28, 2024, with total assets of $1,410,835 and total liabilities of $2,584,500. Carol Fox of GlassRatner serves as Subchapter V trustee. Judge Laurel M. Isicoff handles the case. The Debtor is represented by Brett Lieberman, Esq., at Edelboim Lieberman, PLLC. LENY BERRY: Taps Ephraim Diamond of Arbel Capital as CRO -------------------------------------------------------- LENY Berry Holdings, LLC and LENY Berry Mezz, LLC seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Ephraim Diamond, a partner at Arbel Capital Advisors, LLC, as its chief restructuring officer. The Debtor requires a CRO to: (a) assist, as necessary, the Debtor and its counsel in preparing and filing the chapter 11 petitions and any necessary and required reporting in the Bankruptcy Case; (b) open and close bank accounts; (c) evaluate liquidity options including restructuring, refinancing, reorganizing, or a sale of the Debtor's' assets; (d) attend hearings and provide information and analyses for inclusion in court filings and testimony related thereto; (e) provide in-court testimony and approving and authorizing the filing of pleadings and other papers in the Chapter 11 Cases, as may be required; (f) support negotiations with the creditors and other constituents in the Chapter 11 Cases; (g) negotiate the terms of debtor in possession financing or cash collateral order, if any; (h) supervise the preparation of monthly financial reports, as required of a debtor in possession, and other financial reporting as may be required or requested by the Office of the United States Trustee; (i) assist the Debtor with the preparation of any schedules, statements, debtor in possession financing budgets and other documents as may be required or prudent in the Chapter 11 Cases; (j) assess the viability of and, if deemed prudent, assist the Debtor's pursuit of a sale or other transaction through the Chapter 11 Cases; (k) pursue litigation and claims the Debtor may have against other parties or insurance of the Debtor; (l) negotiate, propose and execute a plan of reorganization or liquidation, as is appropriate in the Chapter 11 Cases, subject to approval by the Bankruptcy Court; (m) approve and execute any pleading or other papers and documents appropriate in the Chapter 11 Cases to be filed with the Bankruptcy Court or otherwise; (n) perform any other services or assume any other corporate authority or obligation(s) as may be deemed prudent, subject to the agreement of the VP to perform such services and assume such corporate authority or obligation(s); and (o) provide such other financial or strategic advisory services. The CRO will be paid $5,000 per month for its restructuring services and $750 per diem for court appearances and official meetings of creditors. The firm received a retainer in the amount of $50,000. Mr. Diamond disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Mr. Diamond can be reached at: Ephraim Diamond Arbel Capital Partners, LLC 4 Waverly Place Lawrence, NY 11559 Tel: (516) 939-8901 Email: ephraim@arbelcapital.com About LENY Berry Holdings LLC LENY Berry Holdings LLC is the fee owner of the mixed-use retail and residential apartment building located at 103-113 North 3rd Street and 188-190 Berry Street, Brooklyn, NY. LENY Berry Holdings LLC and LENY Berry Mezz, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 24-42947) on July 17, 2024. In the petitions filed by Ephraim Diamond, chief restructuring officer, LENY Berry Holdings disclosed up to $100 million in both assets and liabilities. Judge Elizabeth S. Strong oversees the cases. The Debtors tapped Goldberg Weprin Finkel Goldstein, LLP as counsel. LHOME MORTGAGE 2025-RTL1: DBRS Finalizes B Rating on M2 Notes ------------------------------------------------------------- DBRS, Inc. finalized its provisional credit ratings on the Mortgage-Backed Notes, Series 2025-RTL1 (the Notes) issued by LHOME Mortgage Trust 2025-RTL1 (LHOME 2025-RTL1 or the Issuer) as follows: -- $246.9 million Class A1 at A (low) (sf) -- $17.7 million Class A2 at BBB (low) (sf) -- $20.4 million Class M1 at BB (low) (sf) -- $15.0 million Class M2 at B (sf) The A (low) (sf) credit rating reflects 21.80% of credit enhancement (CE) provided by the subordinated notes and overcollateralization. The BBB (low) (sf), BB (low) (sf), and B (sf) credit ratings reflect 16.20%, 9.75%, and 5.00% of CE, respectively. Other than the specified classes above, Morningstar DBRS does not rate any other classes in this transaction. This transaction is a securitization of a two-year revolving portfolio of residential transition loans (RTLs) funded by the issuance of the Mortgage-Backed Notes, Series 2025-RTL1 (the Notes). As of the Initial Cut-Off Date, the Notes are backed by: -- 552 mortgage loans with a total unpaid principal balance of approximately $141,159,421 -- Approximately $139,630,053 in the Accumulation Account -- Approximately $35,000,000 in the RP Accumulation Account -- Approximately $3,000,000 in the Prefunding Interest Account. Additional RTLs may be added to the revolving portfolio on future additional transfer dates, subject to the transaction's eligibility criteria. LHOME 2025-RTL1 represents the 21st RTL securitization issued by the Sponsor, Kiavi Funding, Inc. (Kiavi). Founded in 2013 as LendingHome Funding Corporation and rebranded as Kiavi in November 2021, Kiavi is a privately held, technology-enabled lender that provides business-purpose loans for real estate investors engaged in acquiring, renovating, and either reselling or holding for investment purposes single-family residential properties. The revolving portfolio generally consists of first-lien, fixed-rate, interest-only (IO) balloon RTL with original terms to maturity of 12 to 24 months. The loans may include extension options, which can lengthen maturities beyond the original terms. The characteristics of the revolving pool will be subject to eligibility criteria specified in the transaction documents and include: -- A minimum non-zero weighted-average (NZ WA) FICO score of 735. -- A maximum NZ WA loan-to-cost ratio of 91.5%. -- A maximum NZ WA as-repaired loan-to-value (ARV LTV) ratio of 73.0%. RTL FEATURES RTLs, also known as fix-and-flip mortgage loans, are short-term bridge, construction, or renovation loans designed to help real estate investors purchase and renovate residential or multifamily 5+ properties (the latter is limited to 5.0% of the revolving portfolio), generally within 12 to 36 months. RTLs are similar to traditional mortgages in many aspects but may differ significantly in terms of initial property condition, construction draws, and the timing and incentives by which borrowers repay principal. For traditional residential mortgages, borrowers are generally incentivized to pay principal monthly, so they can occupy the properties while building equity in their homes. In the RTL space, borrowers repay their entire loan amount when they (1) sell the property with the goal to generate a profit or (2) refinance to a term loan and rent out the property to earn income. In general, RTLs are short-term IO balloon loans with the full amount of the principal (balloon payment) due at maturity. The repayment of an RTL is mainly based on the ability to sell the related mortgaged property or to convert it into a rental property. In addition, many RTL lenders offer extension options, which provide additional time for borrowers to repay their mortgage beyond the original maturity date. For the loans in this transaction, such extensions may be granted, subject to certain conditions, at the direction of the Asset Manager. In the LHOME 2025-RTL1 revolving portfolio, RTLs may be: (1) Fully funded: -- With no obligation of further advances to the borrower, or -- With a portion of the loan proceeds allocated to a rehabilitation (rehab) escrow account for future disbursement to fund construction draw requests upon the satisfaction of certain conditions, or -- With a portion of the loan proceeds held back by the Servicer (Interest Reserve Holdback Amounts) for future disbursement to fund interest draw requests upon the satisfaction of certain conditions (2) Partially funded: -- With a commitment to fund borrower-requested draws for approved rehab, construction, or repairs of the property (Rehabilitation Disbursement Requests) upon the satisfaction of certain conditions. After completing certain construction/repairs using their own funds, the borrower usually seeks reimbursement by making draw requests. Generally, construction draws are disbursed only upon the completion of approved construction/repairs and after a satisfactory construction progress inspection. Based on the LHOME 2025-RTL1 eligibility criteria, unfunded commitments are limited to 40.0% of the portfolio by aggregate principal limit. CASH FLOW STRUCTURE AND DRAW FUNDING The transaction employs a sequential-pay cash flow structure. During the reinvestment period, the Notes will generally be IO. After the reinvestment period, principal will be applied to pay down the Notes sequentially. If the Issuer does not redeem the Notes by the payment date in July 2027, the fixed rates on the Class A1 and Class A2 Notes will step up by 1.000% the following month. There will be no advancing of delinquent (DQ) interest on any mortgage by the Servicer or any other party to the transaction. However, the Servicer is obligated to fund Servicing Advances, which include taxes, insurance premiums, and reasonable costs incurred in the course of servicing and disposing properties. The Servicer will be entitled to reimburse itself for Servicing Advances from available funds prior to any payments on the Notes. The Servicer will satisfy Rehabilitation Disbursement Requests by (1) for loans with funded commitments, directing the release of funds from the Rehab Escrow Account to the applicable borrower; or (2) for loans with unfunded commitments, (A) advancing funds on behalf of the Issuer (Rehabilitation Advances) or (B) directing the release of funds from the Accumulation Account. The Servicer will be entitled to reimburse itself for Rehabilitation Disbursement Requests from time to time from the Accumulation Account. The Asset Manager may direct the Paying Agent to remit funds from the RP Accumulation to the Accumulation Account in accordance with the Indenture and the REMIC provisions. The Accumulation Account is replenished from the transaction cash flow waterfall, after payment of interest to the Notes, to maintain a minimum required funding balance. During the reinvestment period, amounts held in the Accumulation Account, along with the mortgage collateral, must be sufficient to maintain a minimum CE of approximately 5.00% to the most subordinate rated class. The transaction incorporates a Minimum Credit Enhancement Test during the reinvestment period, which if breached, redirects available funds to pay down the Notes sequentially prior to replenishing the Accumulation Account to maintain the minimum CE for the rated Notes. The transaction also employs the Expense Reserve Account, which will be available to cover fees and expenses. The Expense Reserve Account is replenished from the transaction cash flow waterfall before payment of interest to the Notes, to maintain a minimum reserve balance. A Prefunding Interest Account is in place to help cover three months of interest payments to the Notes. Such account is funded upfront in an amount equal to $3,000,000. On the payment dates occurring in February, March, and April 2025, the Paying Agent will withdraw a specified amount to be included in the available funds. Historically, Kiavi RTL originations have generated robust mortgage repayments that have been able to cover unfunded commitments in securitizations. In the RTL space, because of the lack of amortization and the short-term nature of the loans, mortgage repayments (paydowns and payoffs) tend to occur closer to or at the related maturity dates when compared with traditional residential mortgages. Morningstar DBRS considers paydowns to be unscheduled voluntary balance reductions (generally repayments in full) that occur prior to the maturity date of the loans, while payoffs are scheduled balance reductions that occur on the maturity or extended maturity date of the loans. In its cash flow analysis, Morningstar DBRS evaluated Kiavi's historical mortgage repayments relative to draw commitments and incorporated several stress scenarios where paydowns may or may not sufficiently cover draw commitments. Please see the Cash Flow Analysis section of the related rating report for more details. OTHER TRANSACTION FEATURES Optional Redemption On any date on or after the earlier of (1) the Payment Date following the termination of the Reinvestment Period or (2) the date on which the aggregate Note Amount falls to less than 25% of the initial Closing Date Note Amount, the Issuer, at its option, may purchase all of the outstanding Notes at the par plus interest and fees. Repurchase Option The Depositor will have the option to repurchase any DQ or defaulted mortgage loan at the Repurchase Price, which is equal to par plus interest and fees. However, such voluntary repurchases may not exceed 10.0% of the cumulative UPB of the mortgage loans. During the reinvestment period, if the Depositor repurchases DQ or defaulted loans, this could potentially delay the natural occurrence of an early amortization event based on the DQ or default trigger. Morningstar DBRS' revolving structure analysis assumes the repayment of Notes is reliant on the amortization of an adverse pool regardless of whether it occurs early or not. Loan Sales The Issuer may sell a mortgage loan under the following circumstances: -- The Seller is required to repurchase a loan because of a material breach, a material document defect, or the loan is a non-REMIC qualified mortgage; -- The Depositor elects to exercise its Repurchase Option; -- An automatic repurchase is triggered in connection with the third-party due diligence review; or -- An optional redemption occurs. U.S. Credit Risk Retention As the Sponsor, Kiavi, through a majority-owned affiliate, will initially retain an eligible horizontal residual interest comprising at least 5% of the aggregate fair value of the securities (the Class XS Notes) to satisfy the credit risk retention requirements. Natural Disasters/Wildfires The pool contains loans secured by properties that are located within certain disaster areas (such as those impacted by the Greater Los Angeles wildfires). Although many RTL already have a rehab component, the original scope of rehab may be affected by such disasters. After a disaster, the Servicer follows a standard protocol, which includes a review of the impacted area, borrower outreach, and filing insurance claims as applicable. Moreover, additional loans added to the trust must comply with R&W specified in the transaction documents, including the damage R&W, as well as the transaction eligibility criteria. NOTES: All figures are in U.S. dollars unless otherwise noted. LIFE TIME: S&P Alters Outlook to Positive, Affirms 'B+' ICR ----------------------------------------------------------- S&P Global Ratings revised our outlook on fitness company Life Time Inc. to positive from stable and affirmed all its ratings, including the 'B+' issuer credit rating. S&P said, "The positive outlook incorporates our expectations for good increases in Life Time's revenue, EBITDA, and cash flow generation. We forecast the company will further improve its S&P Global Ratings lease-adjusted leverage below 4x this year and adhere to its publicly articulated financial policy. "The positive outlook reflects the likelihood that we will upgrade Life Time over the next 12 months if it performs in line with our expectations and sustains leverage of below 4.5x. The company outperformed our operating expectations in 2024 and ended the year with S&P Global Ratings-adjusted leverage in the low-4x area due to solid growth in its center memberships and dues, strong member engagement, and increased operational efficiencies. In addition, Life Time recently lowered its financial policy target to net leverage of 2.25x or below from 3.0x previously. Supported by the 18% expansion in both its revenue and S&P Global Ratings-adjusted EBITDA, as well as $110 million of debt prepayment through an equity offering, the company reduced its net leverage to about 2.28x as of the end of 2024 from 3.6x in 2023. "Under our base-case forecast, we assume Life Time will continue to increase its membership numbers by the mid-single-digit percent area in 2025 and onward as it opens additional new locations. We also expect the company will increase its average monthly per member spending this year while improving its revenue from personal training and other amenities by the double digit percent area, leading to a 12%-15% expansion in its total revenue in 2025. The high flow through of incremental revenue to Life Time's EBITDA--due to its good coverage of its fixed-charge base and refined cost structure--supports an S&P Global Ratings-adjusted EBITDA margin in the mid-30% area. We expect the company will end 2025 with leverage below 4x, depending upon management's capital allocation decisions. Despite its financial-sponsor ownership, we increasingly believe that Life Time will adhere to its to its publicly stated financial policy to achieve and maintain net leverage of 2.25x or below, which will likely provide it with a good cushion relative to our 4.5x S&P Global Ratings gross lease-adjusted debt to EBITDA upgrade threshold. "While we expect Life Time will report minimal free operating cash flow (FOCF), we anticipate it will continue to generate a strong return on investment from its new locations through sale-leaseback transactions. We assume the company will spend $650 million-$700 million annually on capital expenditure (capex) in 2025 to develop approximately 10-12 clubs, and expect it will continue to open new clubs at this pace as part of its asset-light growth strategy. We believe Life Time will finance this capex with internally generated cash flows, as well as the proceeds from sale-leaseback transactions, which will enable it to maintain its rapid growth strategy by taking advantage of the significant white space across the U.S and the strong demand stemming from consumers' continued focus on health and wellness. While the company's reliance on sale-leaseback transactions to accelerate its expansion entails some incremental financing risk, we believe its high return on investment--due to the fast-ramping nature of its new locations--is a testament to the strong underlying demand for fitness clubs, which will more than outweigh the incremental financing risk stemming from its funding strategy. "A worse-than-anticipated macroeconomic environment in the U.S. and elevated competitive pressure could cause Life Time to generate weaker-than-expected revenue and margins. While our base-case forecast assumes good revenue and EBITDA growth in 2025 and 2026, we believe a material recession could cause the company to underperform our revenue and EBITDA forecast." In addition, continued inflationary pressure could weaken Life Time's EBITDA margin and reduce its cash flow if it is unable to offset the cost increases by expanding its membership base or raising its membership prices. Competition from mid-value and low-cost fitness operators could also further exacerbate these pressures. However, there has been an ongoing shift in consumer spending toward experiences and in-person fitness options, which may mitigate these macroeconomic pressures. Furthermore, Life Time is continuously enhancing its clubs across its wide geographic footprint to provide additional value to its members through ancillary offerings, such as programs like Dynamic Stretch and MIORA. The company implemented these changes in response to its members' growing desire to holistically integrate health and wellness into their fitness experience. These factors could help mitigate the risk that consumers will trade down to lower-cost fitness operations amid a potentially challenging economic environment. Life Time's stated financial target is net leverage of 2.25x. The company's measure of its leverage does not include leases, which results in about a 2.0x difference between management's calculation and its S&P Global Ratings gross lease-adjusted leverage. S&P said, "We expect Life Time will further reduce its leverage in 2025, potentially below 2.25x, which would translate to S&P Global Ratings gross lease-adjusted leverage below our 4.5x upgrade threshold. We do not net the company's cash against its debt balance, despite our expectation it will reduce its leverage below 4x over the next 12 months--because it is majority owned and controlled by financial sponsors." S&P said, "The positive outlook on Life Time indicates our expectations for revenue and EBITDA growth, which incorporate our forecast for S&P Global Ratings lease-adjusted leverage to decrease to potentially below 4x over the next 12 months. "We could revise our outlook on Life Time to stable if we no longer believe it will sustain S&P Global Ratings-adjusted leverage of below 4.5x, which could occur due to some combination of a pullback in its members rolls, leveraging mergers and acquisitions (M&A), or leveraging shareholder distributions. We could also lower our rating on Life Time or revise our outlook to negative if we believed it will sustain S&P Global Ratings-adjusted leverage of above 5.5x. "We could upgrade Life Time if it maintains its solid growth trajectory and achieves and sustains its net leverage target of 2.25x for multiple quarters. We would also need to believe it would sustain S&P Global Ratings lease-adjusted leverage of comfortably below 4.5x after incorporating potential leveraging shareholder distributions or M&A before raising the rating." LIGHTHOUSE LAND: Seeks Chapter 11 Bankruptcy in Tennessee --------------------------------------------------------- On February 24, 2025, Lighthouse Land Holdings LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of Tennessee. 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 Lighthouse Land Holdings LLC Lighthouse Land Holdings LLC is a limited liability company. Lighthouse Land Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 25-10450) on February 24, 2025. In its petition, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Debtor is represented by: Jeffrey W. Maddux, Esq. CHAMBLISS, BAHNER & STOPHEL, P.C. Liberty Tower 605 Chestnut Street, Ste. 1700 Chattanooga, TN 37450 Tel: 423-757-0296 Fax: 423-508-1296 E-mail: jmaddux@chamblisslaw.com LINCOLN STREET: Lender Sets Auction of LLC Interests for April 3 ---------------------------------------------------------------- Eastdil Secured LLC, on behalf of DWF VI 1 Lincoln Lender LLC, ("secured party") offers for sale at public auction on April 3, 2025, at 2:00 p.m. (prevailing Eastern Time) at the offices of Gibson, Dunn & Crutcher LLP located at 200 Park Avenue, New York, New York 10166, and also being broadcast for remote participation via a virtual videoconference, in connection with a Uniform Commercial Code sale, 100% of the limited liability company membership interests in Lincoln Street Property Owner LLC ("pledged entity"), and all other collateral pledged by Lincoln Street Mezz LLC ("Debtor") under that certain pledge and security agreement dated as of Sept. 14, 2022 made by the Debtor in favor of the secured party ("collateral"). The Debtor directly owns the pledged entity, which directly owns certain real property commonly known as One Lincoln Street, located at 1 Lincoln Street, Boston, Massachusetts ("premises"). Pursuant to that certain mezzanine loan agreement dated as of Sept. 14, 2022, by and between the Debtor and secured party, secured party made a loan to the Debtor in the original principal amount of $145 million ("mezzanine loan"). In connection with the mezzanine loan, the Debtor granted the secured party a first priority lien on the collateral pursuant to the security agreement. The secured party is offering the collateral for sale in connection with the foreclosure on the pledge of the collateral. The pledged entity is a borrower under a loan in the original aggregate principal amount of $763 million ("senior loan"), which is secured by, among other things, a mortgage encumbering the premises. Secured Party may, prior to the sale described herein, assign all of its right, title and interest in and to the mezzanine loan. In the case of such assignment, the assignee will be considered the "secured party" for all purposes hereunder. All bids must be for cash with no financing or other conditions, and the successful bidder must be prepared to deliver immediately available good funds as required by the terms of sale and otherwise comply with the bidding requirements and the terms of sale. The selected bidder must (i) deposit with a title company or other agent designated by the secured party 10% of the selected bidder's final bid within 24 hours of completion of the auction, (ii) pay the full amount of its bid as the purchase price for the collateral, after deduction of the selected bidder's deposit, by wire transfer of immediately available federal funds, no later than 2:00 p.m. (prevailing Eastern Time) on April 14, 2025, and (iii) otherwise comply with the bidding requirements and the terms of sale. For further information concerning the collateral, the requirements for obtaining information and bidding on the interests and the terms of sale can be obtained by contacting: Sarah Lagosh Managing Director Eastdil Secured LLC Tel: (617) 784-3978 Email: slagosh@eastdilsecured.com LITTLE MINT: Committee Hires Pachulski Stang Ziehl as Counsel ------------------------------------------------------------- The official committee of unsecured creditors of The Little Mint, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Pachulski Stang Ziehl & Jones LLC as counsel. The firm's services include: a. assisting, advising, and representing the Committee in its consultations with the Debtor regarding the administration of this Chapter 11 case; b. assisting, advising, and representing the Committee in analyzing the Debtor's assets and liabilities, investigating the extent and validity of liens, and participating in and reviewing any proposed asset sales, asset dispositions, financing arrangements, and cash collateral stipulations or proceedings; c. assisting, advising, and representing the Committee in any manner relevant to reviewing and determining the Debtor's rights and obligations under leases and other executory contracts; d. assisting, advising, and representing the Committee in assessing the acts, conduct, assets, liabilities, and financial condition of the Debtor, the Debtor's operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to these cases or to the formulation of any plan; e. assisting, advising, and representing the Committee in its participation in the negotiation, formulation, and drafting of a plan of liquidation or reorganization; f. assisting and advising the Committee in communicating with unsecured creditors regarding significant matters in this Chapter 11 case; g. representing the Committee at hearings and other proceedings; h. reviewing and analyzing applications, orders, statements of operations, and schedules filed with the Court and advising the Committee regarding same; i. assisting the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; j. assisting, advising, and representing the Committee in the evaluation of claims and on any litigation matters; k. preparing, on behalf of the Committee, any pleadings, including, without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing; and l. providing such other services as may be required or requested or as may otherwise be deemed in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. The firm will be paid at these rates: Partners $1,150 to $2,350 per hour Of Counsel $1,050 to $1,850 per hour Associates $725 to $1,225 per hour Paraprofessionals $595 to $625 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bradford J. Sandler, Esq., a partner at Pachulski Stang Ziehl & Jones LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bradford J. Sandler, Esq. Pachulski Stang Ziehl & Jones LLC 780 3rd Ave., Suite 3400, New York, NY 10017 Tel: (484) 275-5442 Email: bsandler@pszjlaw.com About The Little Mint, Inc. The Little Mint, Inc. owns multiple Hwy 55 Burgers, Shakes & Fries restaurants. It conducts business under the name Hwy 55 Burgers Shakes & Fries and is based in Mount Olive, N.C. Little Mint sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-04510) on Dec. 31, 2024. In its petition, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Joseph N. Callaway presides over the case. The Debtor tapped Rebecca F. Redwine, Esq., at Hendren, Redwine & Malone, PLLC as counsel and Nunn, Brashear & Uzzell, PA as accountant. LITTLE MINT: Committee Taps Waldrep Wall Babcock as Local Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of The Little Mint, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Waldrep Wall Babcock & Bailey PLLC as local bankruptcy counsel. The firm's services include: a. acting as local bankruptcy counsel for the Committee, with Pachulski Stang Ziehl & Jones LLP serving as lead counsel for the Committee, in this Chapter 11 case; b. providing the Committee with legal advice concerning its duties, powers, and rights in relation to the Debtor and the administration of the Debtor's bankruptcy case; c. assisting the Committee in the investigation of the acts, conduct, assets, and liabilities of the Debtor, and any other matters relevant to the case or to the formulation of a plan of reorganization; d. assisting the Committee and the Debtor in the formulation of a plan of reorganization, or if appropriate, to formulate the Committee's own plan of reorganization; e. taking such action as is necessary to preserve and protect the rights of all of the Debtor's unsecured creditors; and f. investigating potential causes of action against third parties for the benefit of the bankruptcy estate; The firm will be paid at these rates: Kevin L. Sink (Partner) $610 per hour Jennifer B. Lyday (Partner) $550 per hour Ciara L. Rogers (Partner) $550 per hour Diana Santos-Johnson (Associate) $460 per hour Marybeth Ford (Paralegal) $235 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jennifer B. Lyday, Esq., a partner at Waldrep Wall Babcock & Bailey PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jennifer B. Lyday, Esq. Waldrep Wall Babcock & Bailey PLLC 3600 Glenwood Avenue, Suite 210 Raleigh, NC 27612 Tel: (984) 480-2005 Email: notice@waldrepwall.com About The Little Mint, Inc. The Little Mint, Inc. owns multiple Hwy 55 Burgers, Shakes & Fries restaurants. It conducts business under the name Hwy 55 Burgers Shakes & Fries and is based in Mount Olive, N.C. Little Mint sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-04510) on Dec. 31, 2024. In its petition, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Joseph N. Callaway presides over the case. Rebecca F. Redwine, Esq., at Hendren, Redwine & Malone, PLLC, is the Debtor's legal counsel. LOTUS OASIS: Hires Dentons Sirote PC as Special Counsel ------------------------------------------------------- Lotus Oasis Homewood LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Dentons Sirote PC as special counsel. The Debtor needs the firm's legal assistance in connection with the following case: -- Eviction proceeding against Lauryn V. Truss and Deonte Jamal McKing, Civil Action No. DV 2024-908226; -- Collection proceeding against Joshua Moore; DV 2024-903180; -- Collection proceeding against Queen Esther Johnson, DV 2024-903177. The firm will be paid at a flat rate of $350 per eviction proceeding, a contingency fee of 33 percent based on recovery for collections, and $350 per hour for any other hourly work. R. Ryan Daugherty, Esq. a partner at Dentons Sirote PC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: R. Ryan Daugherty, Esq. Dentons Sirote PC 2311 Highland Ave. Birmingham, AL 35205 Tel: (205) 930-5100 About Lotus Oasis Homewood LLC Lotus Oasis Homewood LLC operates in the real estate sector. Lotus Oasis Homewood sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-50962) on January 30, 2025. In its petition, the Debtor reported between $1 million and $10 million in both assets and liabilities. The Debtor is represented by John A. Christy, Esq., at Schreeder, Wheeler & Flint, LLP. CAFL 2022-RTL1 Issuer, LLC, as lender, is represented by: Anjali Khosla, Esq. Rubin Lublin, LLC 3145 Avalon Ridge Place Suite 100 Peachtree Corners, GA 30071 Telephone: (877) 813-0992 E-mail: akhosla@rlselaw.com LSF11 TRINITY: S&P Affirms 'B' Rating on $130MM Fungible Add-on --------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on LSF11 Trinity Bidco Inc. (dba Titan). At the same time, S&P affirmed its 'B' issue-level rating and '3' recovery rating on the company's proposed upsized term loan B. The stable outlook reflects S&P's expectation that S&P Global Ratings-adjusted debt to EBITDA will be 5.3x-5.7x in 2025 and 5x-5.4x in 2026. Titan proposes a $130 million add-on to its $679.8 million term loan B to partially fund a $210 million dividend. The proposed debt will be fully fungible with the term loan, which matures in 2030. S&P expects the additional $130 million plus cash from the balance sheet to go toward a $210 million dividend distribution to owners. While a dividend was not in our previous forecast, this type of action is covered in our financial policy assessment of Titan. The rating affirmation reflects S&P's expectations that cash flow improvement will largely offset the effect of the transaction on Titan's leverage. Given the company's recent earnings and cash flow performance, Titan can take on this debt-funded dividend without meaningful deterioration to credit ratios, maintaining debt to EBITDA of 5.3x-5.7x in 2025 and comfortably adequate liquidity. Titan's 2025 EBITDA likely will be higher than forecast. Titan's pivot from complex fabrication contracts helps narrow its focus and could improve profitability. The company's fabrication segment now focuses on marine fabrication and services. Moving away from non-marine fabrication contracts allows Titan to avoid one-time custom contracts that tend to be less profitable due to uncertainties surrounding these projects. It can also keep costs lower as a global service provider for ships. In terms of maintenance and modernization, Titan was recently awarded work on the USS Kidd and the U.S. Navy intends to award Titan similar contracts on the USS Gridley and USS Sampson in coming years. S&P expects S&P Global Ratings-adjusted EBITDA margins of 16%-18% throughout the forecast. The stable outlook on Titan reflects our expectation that its debt to EBITDA will be below 7x throughout our forecast as EBITDA continues to increase. S&P could lower its rating on Titan if it increases debt to EBITDA above 7x for a sustained period. This could occur because of a combination of: -- Operating problems, such as significant cost overruns or program delays; -- A decline in earnings due to decreased demand for military or commercial ship repair; or -- A large debt-financed acquisition, capital improvement, or dividend. Although unlikely due to its financial-sponsor ownership, S&P could raise its rating on Titan if it: -- Expands both in terms of scale and diversification into more geographic regions and service offerings, likely through acquisitions; or -- Reduces leverage and S&P believes debt to EBITDA will remain well below 5x even after potential acquisitions or dividends. LUCIANO REALTY: Continued Operations & Sale Proceeds to Fund Plan ----------------------------------------------------------------- Luciano Realty LLC filed with the U.S. Bankruptcy Court for the District of New Jersey a Disclosure Statement describing Plan of Reorganization dated February 17, 2025. The Debtor was formed in 2013 and Luciano has been the sole member since its inception. Anthony Luciano, Jr. is the Debtor's sole member. Kimberlee Luciano is the wife of Luciano (collectively the "Lucianos"). The Debtor is a New Jersey corporation that operates as a realty holding company for real property consisting of 30.35 acres located at 96 and 97 River Road in Montville, New Jersey 07045 (collectively referred to as the "Property"). The Debtor defaulted in its payments under the loans on or about September 28, 2023. Based on the default, Dime Bank, filed a Complaint with the Superior Court of New Jersey, Morris County: Chancery Division (the "Foreclosure Action") seeking foreclosure of the Debtor's, the Garden Center, and the Lucianos' interests in the Property seeking $3,739,705.01. The impending Foreclosure Action resulted in the Debtor's need to seek bankruptcy protection. The Debtor required the continued protections of this Court to reorganize, and to emerge from this case with a feasible plan of reorganization. Class 3 consists of General Unsecured Claims. Mark Mellilo has an unsecured claim in the amount of $300,000.00. The Class 3 claim shall receive a lump sum distribution in the sum of $300,000.00 on September 1, 2030. The Plan will be funded by the Debtor's continued business operations; or by sale of topsoil; or by marketing and sale of portions and/or all of the Property by August 1, 2025. The Tranzon fee structure involved a "Buter's Premium" equal to 8% of the highest bid paid by the successful bidder. The sole portion of the Property to be retained by Luciano is the family home together with the approximate one acre of land on which the home was build. A full-text copy of the Disclosure Statement dated February 17, 2025 is available at https://urlcurt.com/u?l=bMZAEs from PacerMonitor.com at no charge. Counsel to the Debtor: Joseph M. Shapiro, Esq. Melinda D. Middlebrooks, Esq. Middlebrooks Shapiro, P.C. P.O. Box 1630 Belmar, NU 07719-1630 Tel: (973) 218-6877 Fax: (973) 218-6878 Email: middlebrooks@middlebrooksshapiro.com jshapiro@middlebrooksshapiro.com About Luciano Realty LLC Luciano Realty LLC is a New Jersey corporation that operates as a realty holding company for real property consisting of 30.35 acres located at 96 and 97 River Road in Montville, New Jersey 07045 (collectively referred to as the "Property"). The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 2420311) on October 17, 2024, listing up to $50,000 in both assets and liabilities. Melinda D. Middlebrooks, Esq., at Middlebrooks Shapiro, P.C., is the Debtor's counsel. MAGNITE INC: Moody's Upgrades CFR to B1 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings upgraded Magnite, Inc.'s corporate family rating to B1 from B2 and probability of default rating to B1-PD from B2-PD. Concurrently, Moody's affirmed the Ba3 ratings on the senior secured bank credit facilities (consisting of a $175 million revolving credit facility (RCF) due 2029 and $364 million outstanding term loan due 2031). The company's SGL-1 Speculative Grade Liquidity rating was unchanged. The outlook was revised to stable from positive. The CFR upgrade reflects Magnite's strong operating performance and recent upward revisions to public guidance driven by a confluence of secular industry and company specific trends, which have collectively led to an improving credit profile. This is supported by the company's 10% organic revenue growth through YTD September 30, 2024, continued deleveraging and expanding free cash flow (FCF) to debt. At LTM September 2024, financial leverage strengthened to 4.6x compared to 5x at Q1 2024 (down from 5.3x at year end 2023) while FCF to total debt increased to 25% from 23%. Moody's forecast leverage will improve to around 4.3x at year end 2024 and decrease to the 3.5x–4x area by year end 2025 (metrics are Moody's adjusted). The revision of the outlook to stable incorporates Moody's expectations that total debt to EBITDA will remain in the 3.5x–4x range over the rating horizon. The outlook also reflects Moody's views for revenue and contribution ex-traffic acquisition costs (TAC) growth in the low-teens percentage range in 2025 chiefly supported by CTV and secondarily by DV+ channels (display, video and other formats such as native, audio and digital out of home), as well as Magnite's expanding partnerships. Moody's expects EBITDA margins to strengthen driven by top-line revenue growth, economies of scale on operating expenses, optimization of tech infrastructure, and ongoing benefits from realizing full integration of prior acquisitions. RATINGS RATIONALE Magnite's B1 CFR reflects the company's solid market position as an independent advertising technology solutions provider that automates buying and selling of digital advertising inventory to digital publishers and ad networks. With nearly 85% of revenue derived from CTV and mobile markets, Magnite has benefitted from fast growth in these segments. Moody's expects both market segments to sustain industry growth rates in the 10% area, on average, over the next several years supported by the secular shift of advertising to digital/mobile platforms and convergence of TV and digital. The company has entered into or expanded its relationships with a number of CTV partnerships and industry-leading streaming content providers and Moody's expects Magnite to add more partners over the rating horizon to solidify its market position as a leader in identity solutions that facilitate precise audience targeting. The company is well-positioned for favorable growth trends expected in live sports programming and retail media networks. Key industry growth drivers include: (i) the continued shift to digital advertising from linear TV; (ii) automation of buying and selling of ad inventory at scale using software solutions such as programmatic advertising; (iii) accelerated growth in connected-TV (CTV) viewership owing to expansion of the total addressable market (TAM) due to convergence of TV and digital; and (iv) advanced audience targeting solutions that add value to both ad buyers and sellers. On a company specific basis, long-term growth drivers include Magnite's initial programmatic CTV ad launch with Netflix in Q3 2024, which Moody's expects will ramp up in other geographic markets in 2025/26, as well as recent CTV and DV+ publisher wins and contract renewals. Drivers also include increasing opportunities in live sports, retail media and continued adoption of CTV programmatic advertising given Magnite's leading position in this space given that it currently serves every major CTV publisher. The B1 CFR also considers Magnite's exposure to cyclical ad spending as well as rising tech infrastructure costs and TAC, which can lead to depressed margins. Despite solid revenue growth in recent quarters, margins have been pressured due to increases in cloud hosting, data center and bandwidth costs, personnel expenses, and TAC. Margins can also be impacted by Magnite's increasingly reliance on revenue from the sale of CTV ad inventory, which is concentrated among CTV sellers. This could influence the company's ability to access premium ad inventory and/or obtain favorable ad inventory pricing given that Magnite does not own or control the ad inventory on its platform and is reliant on CTV sellers making their inventory available to Magnite on satisfactory terms. Despite this, Moody's expects margins to continue demonstrating quarterly improvement this year as revenue expands in the low-teens percentage region, amid a steady supply of premium-priced CTV ad inventory coming on stream (especially in live sports), and costs expand at a slower pace than revenue. The credit profile is constrained by Magnite's moderately high financial leverage (albeit expected to decrease) and small but expanding scale in a rapidly evolving landscape. Though Magnite has experienced good penetration in the fast-growing CTV segment, there is potential for Big Media-Tech platforms or new entrants to develop competing technology solutions and take revenue share. Over the next 12-18 months, Moody's expects Magnite will maintain very good liquidity as indicated by the SGL-1 Speculative Grade Liquidity rating with cash balances of at least $250 million (cash-on-hand totaled $387 million at LTM September 30, 2024) and access to the $175 million revolver, which Moody's forecast will remain largely undrawn. The RCF has a springing first-lien net leverage covenant that requires Magnite to maintain a ratio of 3.25x when more than 35% of the facility is drawn. Moody's expects FCF over the next 12 months in the range of $175 million to $225 million with excess cash allocated to small tuck-in M&A growth investments and building cash balances to help repay the $205 million outstanding convertible notes when they mature in March 2026. The Ba3 ratings on the bank credit facilities are one notch above the B1 CFR reflecting the secured debts' size and senior position ahead of the unsecured convertible notes (unrated). To the extent Magnite were to repay the convertible notes, this could result in downward ratings pressure on the secured debts due to elimination of the junior debt cushion beneath them to absorb losses in a distressed scenario. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Magnite demonstrates solid revenue growth, enhanced scale and improving EBITDA margins and profitability such that total debt to EBITDA is sustained below 3.5x, notwithstanding the potential for tuck-in acquisitions that could temporarily lead to higher-than-expected leverage. Magnite would also need to continue exhibiting a track record of consistent EBITDA and FCF growth while adhering to disciplined financial policies. Additionally, liquidity would need to be at least good with ample cash balances and FCF to total debt consistently above 20% (all metrics are Moody's adjusted). Ratings could be downgraded if total debt to EBITDA is sustained above 4.5x due to operating underperformance, lack of progress with integrating acquisitions, or debt financed distributions or acquisitions among other factors. There could also be downward pressure on ratings if organic revenue growth decelerates to the low-to-mid single digit percentage range reflecting competitive/pricing pressures, industry challenges or poor execution. Ratings could also be downgraded if liquidity deteriorates or FCF to total debt is sustained below the high-single percentage range (all metrics are Moody's adjusted). With principal offices in New York, NY, Magnite, Inc. provides technology solutions to automate the purchase and sale of digital advertising inventory. GAAP revenue for the twelve months ended September 30, 2024 totaled around $661 million. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. MAKE IT HAPPEN: Case Tossed, Petition Not Signed by Attorney ------------------------------------------------------------ Judge Thomas J. Tucker of the United States Bankruptcy Court for the Eastern District of Michigan dismissed Make It Happen Affordable Homes LLC's Chapter 11 bankruptcy case. On Feb. 26, 2025, Yvonne Cross, who is not an attorney, signed and filed a voluntary petition for relief under Chapter 11 on behalf of the Debtor. The Debtor's name indicates that it is a limited liability company, and line 6 of the petition says that the Debtor is a corporation. No attorney signed the bankruptcy petition. A corporate officer or other individual other than an attorney may not represent a corporation in a federal court. And a corporation may not file a bankruptcy petition except through an attorney. Because no valid bankruptcy petition was filed, this case must be dismissed, the Court holds. A copy of the Court's decision dated Feb. 26, 2025, is available at http://urlcurt.com/u?l=oXvjrnfrom PacerMonitor.com. Make It Happen Affordable Homes LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 25-41843) on February 26, 2025. MANNINGTON MILLS: S&P Rates New $225MM Term Loan B Due 2032 'B' --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Mannington Mills Inc.'s proposed $225 million term loan B due 2032. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 60%) recovery for debtholders in the event of a default. S&P expects the company will use the proceeds from this issuance to refinance its existing $221 million term loan B due 2026 and pay related transaction fees. S&P's 'B' issuer credit rating and stable outlook on Mannington are unchanged. MCDANIEL LOGGING: Hires Wiregrass Auction Group as Appraiser ------------------------------------------------------------ McDaniel Logging, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Georgia to employ Wiregrass Auction Group as appraiser. The firm will appraise and provide value for the Debtor's equipment. The firm will be paid at $150 per hour. It will also be paid a retainer in the amount of $2,000. Wiregrass Auction will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark Manley, a partner at Wiregrass Auction 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: Mark L. Manley, CAI, AGGRE, GPPA 13035 US Highway 319 North, Suite G Thomasville, GA 31757 Telephone: (229) 890-2437 About McDaniel Logging, LLC McDaniel Logging, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ga. Case No. 24-50464) on Sept. 25, 2024. In the petition signed by Michael Glenn McDaniel, an authorized representative, the Debtor disclosed $718,973 in assets and $1,027,943 in liabilities. Judge Michele J. Kim oversees the case. William O. Woodall, Jr., Esq., at Woodall & Woodall serves as the Debtor's counsel. MODERN EYE: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------ Modern Eye Gallery, LLC asked the U.S. Bankruptcy Court for the Middle District of Tennessee for authority to use cash collateral. The Debtor requires the use of cash collateral to pay employees, pay rent, pay utilities, purchase inventory, or service customers. Pinnacle Bank is likely the primary creditor with a valid lien on the Debtor's cash collateral. On April 20, 2015, a UCC-1 financing statement, Document No. 423100844, was filed in favor of Pinnacle Bank, an amendment continuation was filed on October 23, 2019, Document No. 431449637, and further amendment continuation was filed on October 22, 2024, Document No. 441011046, asserting a blanket lien on all of the Debtor's assets for a stated maximum indebtedness of $315,000.The outstanding balance of obligation underlying this financing statement is believed to be $87,742. To protect the lienholder's interests, the Debtor proposed maintaining a positive balance in its debtor-in-possession account and providing a replacement lien on future receivables. A hearing on the matter is set for March 18. A copy of the motion is available at https://urlcurt.com/u?l=81RQuZ from PacerMonitor.com. About Modern Eye Gallery, LLC Modern Eye Gallery, LLC is an optometry clinic owned and operated by Dr. John Kirby, (Dr. Kirby) who is the sole member of the LLC and a licensed optometrist. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 25-00636) on February 14, 2025, listing up to $500,000 in assets and up to $1 million in liabilities. John Kirby, owner, signed the petition. Judge Nancy B. King oversees the case. Jay R. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC, represents the Debtor as legal counsel. MODUS SYSTEMS: Hires Goe Forsythe & Hodges as Bankruptcy Counsel ---------------------------------------------------------------- Modus Systems, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Goe Forsythe & Hodges LLP as general bankruptcy counsel. The firm will render these services: (a) advise and assist the Debtor with respect to compliance with the requirements of the United States Trustee; (b) advise the Debtor regarding matters of bankruptcy law; (c) advise the Debtor regarding assumption and rejection of executory contracts and leases; (d) represent the Debtor in any proceedings or hearings in the Bankruptcy Court where its rights under the Bankruptcy Code may be litigated or affected; (e) conduct examinations of witnesses, claimants, or adverse parties and to prepare and assist in the preparation of reports, accounts, and pleadings related to this Chapter 11 case; (f) advise the Debtor concerning the requirements of the Bankruptcy Court and applicable rules as the same affect it in this proceeding; (g) assist the Debtor in negotiation, formulation, confirmation, and implementation of a Chapter 11 plan of reorganization; (h) make any bankruptcy court appearances on behalf of the Debtor; and (i) take such other action and perform such other services as the Debtor may require of the firm in connection with this Chapter 11 case. The firm will be paid at these hourly rates: Robert P. Goe, Attorneys $695 Marc C. Forsythe, Attorneys $695 Ronald S. Hodges, Attorneys $695 Dixon L. Gardner, Attorneys $595 Reem J. Bello, Attorneys $595 Charity J. Manee, Attorneys $585 Ryan S. Riddles, Attorneys $495 Brandon J. Iskander, Attorneys $495 Olivia Cannon, Attorneys $450 Lauren E. Raya, Attorneys $425 Adam O'Shea, Attorneys $385 Jeffrey Broker, Of Counsel $750 Brian Van Marter, Of Counsel $650 Greg Preston, Of Counsel $650 Taylor DeRosa, Of Counsel $450 Kerry Murphy, Paralegals $275 Britney Bailey, Paralegals $225 Arthur Johnston, Paralegals $250 Lauren Gillen, Paralegals $200 Evan Siegel, Paralegals $185 Mr. Goe 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 P. Goe, Esq. Goe Forsythe & Hodges LLP 17701 Cowen, Lobby D, Suite 210 Irvine, CA 92614 Tel: (949) 796-2460 Fax: (949) 955-9437 Email: rgoe@goeforlaw.com About Modus Systems Modus Systems, LLC filed Chapter 7 petition (Bankr. C.D. Calif. Case No. 24-10655) on March 19, 2024. The case was converted to one under Chapter 11 on January 10, 2025. Judge Scott C. Clarkson oversees the case. Goe Forsythe & Hodges, LLP is the Debtor's legal counsel. MOHEGAN TRIBAL: S&P Affirms 'B-' ICR Despite Upcoming Maturities ---------------------------------------------------------------- S&P Global Ratings affirmed all its ratings on Casino operator Mohegan Tribal Gaming Authority (MTGA), including its 'B-' issuer credit rating. However, given the company's sizable current maturities and a weighted average maturity profile of less than two years, S&P views MTGA's liquidity as less than adequate and its capital structure negatively. The stable outlook reflects S&P's expectation that MTGA's operating performance and cash flow generation (which will no longer include Inspire Korea) will support a successful refinancing of its $1.175 billion senior secured notes due February 2026. S&P said, "Despite looming debt maturities, the affirmation reflects our expectation that solid performance across the company's North American portfolio could result in reduced leverage to the low-7x area in fiscal 2025. MTGA's North American portfolio performed well in fiscal 2024 (ended Sept. 30), largely a result of its growing digital business and strong non-gaming revenue at its core Mohegan Sun casino resort in Connecticut, translating to revenue growth of 3.2% year over year and EBITDA margin of about 21% on an S&P Global Ratings-adjusted basis. Performance through the first quarter of fiscal 2025 has remained solid, and we expect revenue growth to remain in the low-single-digit percent area going forward. Our revenue growth forecast reflects resilience in MTGA's core casinos, continued growth in non-gaming revenue, and further outsized growth in digital revenue, especially as MTGA's Pennsylvania offering, which began operating in April 2024, continues to ramp up, as well as the future deconsolidation of Inspire Korea from MTGA's financials. While we forecast modest labor-related headwinds to profitability over the next 12 to 24 months, we expect the company will sustain S&P global Ratings-adjusted EBITDA margins in the high-teens percent area going forward. This should lead to leverage (pro forma for the deconsolidation of Korea) in the low-7x area by year-end fiscal 2025 and further deleveraging thereafter. Further, we expect interest coverage will remain in the mid-1x area, with a modest improvement thereafter in line with EBITDA growth. In calculating credit measures, we subtract priority distributions to the tribe from our measure of EBITDA because we view these distributions as unavailable for debt service and expect them to be paid even in the event of a default. We add to debt $100 million, which reflects the credit enhancement support MTGA pledged to Inspire Korea lenders, because we view this as a financial guarantee. This adjustment adds approximately 0.3x of leverage. This pro forma, North American-only MTGA portfolio compares favorably to that which included Inspire Korea. Inclusive of Inspire, MTGA's revenue increased 13% year over year in fiscal 2024, though S&P Global Ratings-adjusted EBITDA margin contracted significantly to under 17%, with higher costs associated with Inspire Korea's opening offsetting the solid performance in the U.S. As a result, the company ended fiscal 2024 with leverage above 10x. "Despite our expectation for a successful refinancing, MTGA has sizable near-term debt maturities, which causes us to view its capital structure negatively and its liquidity as less than adequate. The company has approximately $1.2 billion of debt, including its $20 million guaranteed credit facility, $49.3 million of borrowings on its senior secured revolver and line of credit, and $1.175 billion senior secured notes – maturing within the next 12 months. MTGA does not have adequate sources of liquidity from cash flow generation and cash on hand to address these maturities without refinancing. We consider these maturities as a use of liquidity in our analysis because they mature in the next 12 months. As such, we assess MTGA's liquidity as less than adequate. In addition, the company's weighted average maturity profile is less than two years, resulting in our negative view of its capital structure. Despite these risks, the company's cash flow generation and credit measures, with leverage in the low-7x area and coverage of about 1.5x at the end of fiscal 2025, coupled with MTGA's existing relationships with banks indicates in our view the company's ability to successfully refinance its senior secured notes and senior secured revolver. We understand that MTGA has engaged a consortium of banks in anticipation of an upcoming refinancing transaction. If the company successfully refinances its revolver and senior secured notes and extends its maturity profile, we would likely revise our liquidity assessment back to adequate and no longer view its capital structure as negative. "We do not expect the recent acceleration of the Korea term loan and subsequent seizure of MTGA's equity ownership in Inspire Korea by lenders to impair its ability to successfully refinance its U.S. debt. According to its fiscal 2024 annual report, MTGA's wholly owned subsidiary Korea Ltd., the parent company of Inspire Korea, breached a financial covenant under its unrated $275 million Korea term loan with respect to the period ended Sept. 30, 2024, which led to an event of default. We understand the company was in discussions with the principal lender (Bain Capital) regarding a covenant amendment. However, Korea Ltd. term loan lenders exercised their right to accelerate the repayment of outstanding indebtedness and acquire ownership of Korea Ltd.'s share capital, which secured the term loan. Notably, this event of default under the Korea term loan, the subsequent acceleration and change of ownership under the Korea term loan do not constitute a default under any of the other debt obligations within MTGA's capital structure--including its U.S. debt. As such, we view this incident as effectively isolated and do not believe it will impair the company's U.S. operations or its ability to refinance its current restricted group debt. However, following the acceleration and seizure, MTGA no longer owns and controls Inspire Korea, and so we will not consolidate Inspire Korea's revenue, EBITDA, or debt beginning in the second quarter of fiscal 2025. "The stable outlook reflects our expectation that MTGA's operating performance and cash flow generation will support a successful refinancing of its $1.175 billion senior secured notes due February 2026. Assuming a successful refinancing of its U.S. revolver and senior secured notes, we anticipate MTGA will return to adequate liquidity and will generate sufficient operating cash flow to fund maintenance-related capital expenditures (capex), distributions to the tribe, and required debt amortization. "We could lower our ratings if we believe MTGA's capital structure is unsustainable because of an increase in leverage or liquidity shortfalls. Although we currently believe the company's cash flow generation will support a successful refinancing, we could revise our outlook to negative or lower our ratings if the company does not make progress on its refinancing over the near term as expected, or operating performance deteriorates and we become less certain that a successful refinancing is highly likely. "We could raise our ratings if interest coverage improves to the 2x-area, leverage improves to below 6.5x, and the company sustains positive discretionary cash flow, likely a result of EBITDA outperformance at Mohegan Sun and across its digital business." MOM CA INVESTCO: Case Summary & 18 Unsecured Creditors ------------------------------------------------------ Three affiliates that simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- MOM CA Investco LLC 25-10321 520 Newport Center Drive # 480 Newport Beach, CA 92660 MOM AS Investco LLC 25-10322 MOM BS Investco LLC 25-10323 Business Description: MOM CA Investco LLC is an investment company specializing in distressed real estate assets. Chapter 11 Petition Date: February 28, 2025 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Brendan Linehan Shannon Debtors' Restructuring Co-Counsel, Local Counsel & Conflicts Counsel: Christopher M. Samis, Esq. POTTER ANDERSON & CORROON LLP 1313 North Market Street, 6th Floor Wilmington, DE 19801 Tel: (302) 984-6000 Email: csamis@potteranderson.com Debtors' Lead Restructuring Counsel: BUCHALTER, A PROFESSIONAL CORPORATION Debtors' Chief Restructuring Officer: FTI CONSULTING, INC. Acting Through Mark Shinderman Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petitions were signed by: * Deba Shyam as Manager of MOM CA Manager LLC, sole Managing Manager of MOM CA Investco LLC. * Jason Everett Miller, as Manager of MOM AS Manager LLC, sole managing manager of MOM AS Investco LLC Full-text copies of the petitions are available for free on PacerMonitor at: https://www.pacermonitor.com/view/VJTFXZY/MOM_CA_Investco_LLC__debke-25-10321__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/VQJ4YMA/MOM_AS_Investco_LLC__debke-25-10322__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/VZIMZXQ/MOM_BS_Investco_LLC__debke-25-10323__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 18 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. A&S Accounting Solutions Professional Unknown 321 5th Street Services Huntington Beach, CA 92648 Audra L. Purdy Tel: 678-404-5539 2. Allen Matkins Professional Unknown 865 S. Figueroa St., Ste. 2800 Services Los Angeles, CA Mike Farrell Email: mfarrell@allenmatkins.com 3. Berkeley Research Group LLC Professional Unknown 550 Gioe St., Ste. 2150 Services Los Angeles, CA 90071 Dave M. Johnson Tel: 510-285-3300 4. BPM LLP Professional Unknown 2001 N. Main St., Ste. 360 Services Walnut Creek, CA 94596 Dave Jorgensen Tel: 714-558-3236 5. Capitol Corporate Professional Unknown Services, Inc. Services L-4361 Columbus, OH 43260 Lo Saechao Email: lsaechao@capitolservices.com 6. Corporate Filings LLC Professional Unknown 30 N. Gould St., Ste. 7001 Services Sheridan, WY 82801 Riley Park Tel: 307-459-6380 7. CS Disco, Inc. Professional Unknown 111 Congress Ave., Ste. 900 Services Austin, TX 78701 Michael Lafair Email: support@csdisco.com 8. Franchise Tax Board Tax Unknown PO Box 942857 Sacramento, CA 94257-0511 Malia M. Cohen Tel: 1-800-852-5711 9. JAMS, Inc. Professional Unknown PO Box 845402 Services Los Angeles, CA 90084 Kimberly Taylor Tel: 949-224-1810 10. Judicate West Professional Unknown 1851 E. First St., Ste. 1600 Services Santa Ana, CA 92705 Nicole Sammartino King Tel: 714-534-1340 11. Kendall Brill & Kelly LLP Professional Unknown 10100 Santa Monica Blvd., Ste. 1725 Services Los Angeles, CA 90067 Richard Kendall Tel: 310-556-2700 12. Marula Capital Group LLC Professional Unknown 1901 Avenue of the Stars, Ste. 200 Services Los Angeles, CA 90067 Wayne Platt Email: wplatt@marlacap.com 13. Nano Banc Bank Loans Unknown 7755 Irvine Center Dr. Fl. 3 Irvine, CA 92618 Max Predergast Email: mprendergrast@nanobanc.com 14. Prenovost, Normandin, Professional Unknown Dawe & Rocha Services 2122 N. Broadway, Ste. 200 Santa Ana, CA 92706 Jan Wade Email: jwade@pnbd.com 15. Regal Court Reporters Professional Unknown 1551 N. Tustin Ave. # 750 Services Santa Ana, CA 92705 Marissa Halo Tel: 714-634-4126 16. Sandline Discovery, LLC Professional Unknown 105 N. Virginia Ave., Ste. 302 Services Falls Church, VA 22046 Cara Lemire Tel: 571-888-3366 17. SETEC Investigations Professional Unknown 145 S. Fairfax Ave., Ste. 200 Services Los Angeles, CA 90036 Todd Stefan Tel: 800-748-5440 18. Wayne Platt Professional Unknown 12180 Greenock Ln. Services Los Angeles, CA 90049 Email: wplatt@marlacap.com MOSAIC SWNG: Seeks to Hire Haselden Farrow as Bankruptcy Counsel ---------------------------------------------------------------- Mosaic SWNG, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Haselden Farrow PLLC as counsel. The firm will render these services: a. assist, advise and represent Debtors relative to the administration of these Chapter 11 cases; b. assist, advise and represent Debtors in analyzing its assets and liabilities, investigating the extent and validity of liens, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with the representatives of creditors; d. assist Debtors in the preparation, analysis, and negotiation of any Chapter 11 plan; e. take all necessary action to protect and preserve the interests of the Debtors; f. appear, as appropriate, before this Court, the Appellate Courts, Harris County District Courts, and other Courts in which matters may be heard and to protect the interests of the Debtors before said Courts and the United States Trustee; g. handle litigation that arises regarding claims asserted against Debtors or each of its respective assets, and h. perform all other necessary legal services in these cases. The firm's current hourly billing rates are: Melissa A. Haselden $595 Elyse M. Farrow $465 Associates/Contract Attorneys $465 to $595 Legal Assistants/Paralegals/Law Clerks $150 to $255 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received a retainer in the amount of $50,000. Melissa A. Haselden, Esq., a partner at Haselden Farrow, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Melissa A. Haselden, Esq. HASELDEN FARROW PLLC 700 Milan, Site 1300 Houston, TX 77002 Tel: (832) 819-1149 About Mosaic SWNG LLC Mosaic SWNG LLC, doing business as Mosaic Apartments, was established in October 2021 with the exclusive purpose of acquiring and owning the 504-unit multifamily residential property known as "Mosaic Apartments." The apartment complex, built in 1981, is located at 4025 Burke Road, Pasadena, Texas, in Harris County. Mosaic SWNG sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 25-90010) on January 30, 2025, listing between $50 million and $100 million in both assets and liabilities. Judge Christopher M. Lopez handles the case. The Debtor is represented by Melissa A. Haselden, Esq. at Haselden Farrow, PLLC. MOUNTAIN EXPRESS: Trustee Accuses Ex-Owners of $100MM Deal Fraud ---------------------------------------------------------------- Chart Riggall of Law360 reports that the company's trustee filed a lawsuit Monday, February 24, 2025, against the founders and former majority owners of the bankrupt fuel distributor Mountain Express Oil Co., alleging they extracted nearly $100 million through a fraudulent stock buyout that brought the company to the edge of insolvency. About Mountain Express Oil Company Mountain Express Oil Company and its affiliates operated in the fuel distribution and retail convenience industry. As one of the largest fuel distributors in the American South, MEX and its affiliates at one time served 828 fueling centers and 27 travel centers across 27 states. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90147) on March 18, 2023. In the petition signed by Michael Healy, as chief restructuring officer, the Debtor disclosed up to $500 million in assets and liabilities. Judge David R. Jones initially presided over the jointly administered cases. They were later reassigned to Judge Eduardo V. Rodriguez. Pachulski Stang Ziehl & Jones LLP represented the Debtor as legal counsel. The Debtors also tapped FTI Consulting, Inc. as financial advisor, Raymond James Financial, Inc. as investment banker, and Kurtzman Carson Consultants LLC as claims, noticing, and solicitation agent and administrative advisor. The cases were converted to Chapter 7 proceedings in August 2023. MURRIETA HOLDINGS: Hires Michael G. Spector as Legal Counsel ------------------------------------------------------------ Murrieta Holdings 2012-12 LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire the Law Offices of Michael G. Spector as its bankruptcy counsel. The firm will render these legal services: (a) prepare pleadings, applications and conduct examinations incidental to administration; (b) advise the Debtor with respect to its rights, duties and powers in the administration of its Chapter 11 case; (c) advise and assist the Debtor with respect to compliance with the requirements of the Office of the U.S. Trustee; (d) advise the Debtor regarding matters of bankruptcy law; (e) advise and represent the Debtor in connection with all applications, motions or complaints for adequate protection, sequestration, relief from stays, appointment of a trustee or examiner and all other similar matters; (f) develop the relationship of the status of the Debtor to the claims of creditors in these proceedings; (g) advise and assist the Debtor in the formulation and presentation of a reorganization plan; (h) represent the Debtor in any necessary adversary proceedings; and (i) perform other legal services. The hourly rates of the firm's attorneys and staff are as follows: Michael G. Spector, Attorney $490 per hour Vicki L. Schennum, Of Counsel $460 per hour Law Clerk $110 per hour Brittany Porter, Paralegal $100 per hour Michael Spector, Esq., the proprietor of the Law Offices of Michael G. Spector, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael G. Spector, Esq. Law Offices of Michael G. Spector 2122 N. Broadway Santa Ana, CA 92706 Telephone: (714) 835-3130 Facsimile: (714) 558-7435 Email: mgspector@aol.com About Murrieta Holdings 2012-12 LLC Murrieta Holdings 2012-12 LLC is the fee simple owner of the property located at Lemon & Adams Street, which is currently valued at $2 million, according to a broker's opinion. Murrieta Holdings 2012-12 LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No.: 25-10130) on January 16, 2025. In its petition, the Debtor reports total assets of $2,000,000 and total liabilities of $2,312,415. The Debtor is represented by James Mortensen, Esq. at Socal Law Group PC. NA TRANSPORTATION: Fitch Assigns B+ First-Time IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has assigned a first-time 'B+' Issuer Default Ratings (IDRs) to NA Transportation Hold Co. LLC, NA Rail Hold Co. LLC, and PRC Holdings LLC (collectively, Patriot). Fitch has also assigned a 'BB' with a Recovery Rating 'RR2' rating to the senior secured debt. The Rating Outlook is Stable. The IDR reflects Patriot's established, geographically diversified railroad network that plays an important role in the North American industrial supply chain and considerable pricing authority, including fuel surcharges, supporting through-the-cycle cash flows. Fitch also considers Patriot's domestic-focused traffic, limited coal and intermodal exposure, and moderate customer and end market concentration relative to other rail operators. Fitch views the operational and cash flow risk profiles to be more consistent with the 'BB' category. The rating is constrained by its financial profile and potential for debt-funded growth. Fitch forecasts EBITDA leverage and coverage in the low-5x and mid-2x range, respectively. Fitch recognizes the forecasted positive, pre-growth capex FCF and sponsor's risk-based approach towards allocating capital and growth funding support, easing financial profile risks. Key Rating Drivers Short Line Rail Resilience: Rail freight transportation has proven core to the U.S. economy's supply chains and, as a result, has historically shown resilience to economic cycles, which are influenced by industrial, commodity and consumer markets. Rail is the most cost-effective transport mode with continuous national reach, and short-line rails are often a critical link in the first and last mile of the rail freight network. Patriot's stability is underpinned by its established portfolio of diverse, difficult-to-replicate rail assets. Short line railroads provide more bespoke services to customers to ensure that rail is an efficient and operationally advantaged option for shippers, further supporting its core role in supply chains and ability to maintain steady pricing levels. Additionally, Patriot's short line rails do not carry intermodal freight, which can be subject to relatively higher competition from trucking and discretionary consumer demand, or coal, which is in secular decline. Positive Discretionary FCF: Fitch forecasts Patriot's FCF margin, excluding growth capex, in the high single-digit to low double-digit range (around $15 million-$30 million), contributing to a good degree of financial flexibility for the rating level. The company's cash flows are sufficient to maintain comfortable liquidity, with limited need to draw on the revolving credit facility, and support operational initiatives over the medium-term. Fitch does not expect significant de-leveraging in the forecast, as excess cash flow is likely to be directed towards growth projects or potential M&A opportunities. Cash flow could also be allocated to shareholder distributions during periods of lower growth spending, however distributions have historically been re-invested by the sponsor into Patriot's growth. Low-5x Leverage, Mid-2x Coverage: Fitch-calculated pro forma 2024 leverage is 5.6x and is forecasted to trend into the low-5x range over the medium term as growth capex projects are completed and increased revenue realized. This is consistent with historical leverage around the 5x-6x since bought out in 2019. Fitch forecasts EBITDA coverage to remain in the mid-2x range. Credit-Conscious Capital Deployment: Patriot's business profile has evolved over the past several years through M&A and growth-oriented capex funded through a combination of sponsor equity, debt, divesture proceeds, and cash flow. While large growth spending has required external funding, routine capex is sufficiently covered by cash flows. Short line rails also benefit from certain grants and tax credits for eligible projects to economically maintain assets. The sponsor will occasionally use debt to fund distributions, but has also contributed significant equity for inorganic growth. Advantaged Position, Moderate Concentration: Patriot Rail holds an operational and cost advantaged position within U.S. industrial supply chains and benefits from geographic diversification with exposure to growth-oriented markets. The company's size and scale results in a relatively higher concentration to key customers and end markets compared to larger railroads, but recent growth initiatives have improved customer-specific diversification across several geographies. Concentration by end market is also higher than other railroads; however, carload volumes have proven resilient through cycles. Derivation Summary Fitch compares Patriot Rail with Watco Companies, L.L.C. (B/Stable), another a short line rail operator, as both companies benefit from the defensibility of their rail asset network leading to a favorable through-the-cycle cash flow profile. Watco's rail operations are larger, and consequently more diversified than Patriot's; however, it derives a larger portion of earnings from non-rail operations which can be comparatively more variable. Watco's credit metrics include preferred shares which Fitch treats as 100% debt under its criteria. Watco's EBITDA leverage is expected to trend in the high-7x range, and its FFO coverage and EBITDA leverage are forecast in the low-2x and low-3x range, respectively. Patriot's leverage in the mid-5x range and its EBITDA coverage around 2.5x are stronger than Watco's metrics, leading to the one notch differential. Fitch also compares Patriot to environmental services peer Waste Pro USA, Inc. (B+/Stable). Patriot's business profile is stronger than Waste Pro which has relatively lower barriers to entry relative to rail's physical asset network, however Waste Pro's multi-year contracts with customers are a relative strength. The relative stability and defensibility is reflected in its leverage profile in the high-4x range compared to Patriot's mid-5x. Key Assumptions - Organic revenue growth is expected to remain in the low- to mid-single-digit range through the forecast, supported by higher freight volumes and favorable pricing; - EBITDA margins trend around the 40% range through the forecast, consistent with historical performance; - Capex is elevated through 2025 as the company invests in growth initiatives before returning towards maintenance levels in 2026; - Capital deployment assumed to remain opportunistic beyond 2025, focused on growth investments or shareholder returns; - SOFR rates remain in the 4% range throughout the forecast. Recovery Analysis The Recovery Rating assumes that Patriot would be reorganized as a going concern in a bankruptcy scenario rather than liquidated. A 10% administrative claim on the enterprise value is assumed. The going-concern (GC) EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. The GC EBITDA estimate of $65 million reflects a hypothetical scenario in which the business faces a material, sustained decline in demand at one or more of its end markets, loss of one or more key customers, or a severe and sustained downturn in North American industrial production. An enterprise valuation multiple of 7x is applied to the GC EBITDA to calculate post-reorganization enterprise value. This multiple considers Patriot's through-the-cycle cash flow profile derived from its geographically diversified asset network and strong position in the North American industrial supply chain. It also considers valuation multiples for comparable rail assets. The debt at bankruptcy is assumed at $490 million, consisting of a fully drawn $50 million senior secured revolver and the $440 million term loan. The Recovery Rating results in a 'BB'/'RR2' recovery for senior secured debt. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Material shift in financial policy leading to EBITDA leverage sustained above 6.5x; - A deviation in M&A strategy or operational missteps that heightens execution and cash flow risk; - EBITDA coverage sustained below 2.25x; - Reduction in through-the-cycle financial flexibility, including consistent revolver utilization. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Demonstrated commitment and adherence to a financial policy that supports EBITDA leverage sustained below 5.5x; - Increased diversification across geographies, customers, or end markets that enhances the through-the-cycle cash flow profile; - EBITDA coverage sustained above 2.75x. Liquidity and Debt Structure Patriot has adequate liquidity, with cash on hand of $11 million as of Dec. 31, 2024 and full availability on its $50 million revolver following the refinancing transaction. Debt consists of a $50 million senior secured revolver and $440 million senior secured term loan. Mandatory amortization is limited to 1% per year. Issuer Profile NA Transportation Hold Co. LLC (dba Patriot Rail) is an operator of short line railroads and related services. It operates over 1,200 miles of track through 31 short line railroads and 10 transloading facilities. Date of Relevant Committee 18-Feb-2025 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 ----------- ------ -------- PRC Holdings LLC LT IDR B+ New Rating senior secured LT BB New Rating RR2 NA Transportation Hold Co. LLC LT IDR B+ New Rating NA Rail Hold Co.LLC LT IDR B+ New Rating senior secured LT BB New Rating RR2 NANO MAGIC: R. Berman, Others Hold 58.6% Equity Stake ----------------------------------------------------- Ronald J. Berman, Tom J. Berman, PEN Comeback, LLC, PEN Comeback 2, LLC, and Magic Growth LLC disclosed in a Schedule 13D filing with the the U.S. Securities and Exchange Commission that as of December 10, 2024, they beneficially own 15,084,749 shares of Nano Magic Inc.'s common stock representing 58.6% of the Company's outstanding shares of stock. About Nano Magic Headquartered in Madison Heights, Michigan, Nano Magic Inc. -- https://nanomagic.com/ -- develops, commercializes, and markets nanotechnology-powered consumer and industrial cleaners and coatings to clean, protect, and enhance products for peak performance. Consumer products include lens and screen cleaners and coatings, anti-fog solutions, and household and automobile cleaners and protective coatings sold direct-to-consumer and in big box retail. Sterling Heights, Michigan-based UHY LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 2, 2024, citing that the Company has recurring losses from operations, negative cash flow from operations, and an accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. NATURALSHRIMP INC: Receiver Seeks Court OK for $35.8M Asset Sale ---------------------------------------------------------------- NaturalShrimp, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on September 4, 2024, Streeterville Capital, LLC, a Utah limited liability company, and Bucktown Capital, LLC, a Utah limited liability company, filed a Verified Emergency Motion for Appointment of Receiver under Civil Case No. 240907138, in the District Court of Salt Lake County, Utah, against NaturalShrimp, Inc., a Nevada corporation. The Motion alleges, among other things, that NaturalShrimp has defaulted under the terms of its loan agreements with Lenders. The Motion sought the appointment of a Receiver to immediately take control of NaturalShrimp's assets to preserve same. An order was entered ex parte by the Utah State Court in the Receivership Case on September 9, 2024 granting the relief requested by Lenders. The Utah State Court duly appointed Ampleo Turnaround and Restructuring, LLC as the receiver over NaturalShrip's assets. The Utah State Court's order further scheduled a hearing to be held on September 17, 2024, on a preliminary injunction to address issues raised in the Motion. On November 20, 2024, Lenders, NaturalShrimp, NaturalShrimp USA Corporation, NaturalShrimp Global, Inc., and Natural Aquatic Systems, Inc. filed a Verified Amended and Stipulated Emergency Motion for Immediate Appointment of a Receiver in the Receivership Case. On November 22, 2024, the Utah State Court entered an order granting the Stipulated Motion and appointed Receiver as the receiver over the assets of NaturalShrimp USA NaturalShrimp Global, and Natural Aquatic Systems pursuant to an amended receivership order (the "Amended Receivership Order"). Under the Amended Receivership Order, the Receiver is the receiver over the Receivership Entities' assets. On February 11, 2025, the Receiver filed a Motion for Approval to Sell Substantially all of the Receivership Entities' Assets to Streeterville Captial, LLC and Bucktown Captial, LLC (or Their Designees) or Any Other Party With a Higher and Better Offer Free and Clear of All Liens, Interests, Claims, and Encumbrances in the Receivership Case. The Sale Motion seeks the Utah State Court's approval for the Receiver to sell substantially all of the Receivership Entities' assets free and clear of all liens, interests, claims, and encumbrances to Streeterville and Bucktown Capital, through their designated entities, NaturalShrimp Farms, Inc., a Nevada corporation, Iowa Shrimp Holdings, LLC, an Iowa limited liability company, Texas Shrimp Holdings, LLC, a Texas limited liability company, for a roughly $35,703,789.87 credit bid (based on a secured and administrative claim basis) and $100,000 cash, pursuant to the terms and conditions set forth in that certain Asset Purchase Agreement between Trustee and Purchasers. Due to Lenders' large, secured and administrative expense claims and their credit bid of the same, the Receiver does not anticipate that there will be any sale proceeds available for distribution to creditors, investors, shareholders, or equity holders. About NaturalShrimp Headquartered in Dallas, Texas, NaturalShrimp, Inc. -- http://www.naturalshrimp.com-- is an aquaculture technology company that has developed proprietary, patented platform technologies to allow for the production of aquatic species in an ecologically-controlled, high-density, low-cost environment, and in fully contained and independent production facilities without the use of antibiotics or toxic chemicals. NaturalShrimp owns and operates indoor recirculating Pacific White shrimp production facilities in Texas and Iowa using these technologies. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2015, issued a "going concern" qualification in its report dated July 17, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. As of June 30, 2024, Naturalshrimp had $26.76 million in total assets, $39.71 million in total liabilities, $1.99 million in series E redeemable convertible preferred stock, $43.61 million in series F redeemable convertible preferred stock, $671,000 in series G redeemable convertible preferred stock, and a total stockholders' deficit of $59.22 million. NEWFOLD DIGITAL: Fitch Lowers LongTerm IDR to 'CCC+' ---------------------------------------------------- Fitch Ratings has downgraded Newfold Digital Holdings Group, Inc.'s and its subsidiaries, Newfold Digital, Inc.'s, and Web.com Group, Inc.'s (collectively, Newfold) Long-Term Issuer Default Ratings (IDRs) to 'CCC+' from 'B'. The $275 million and $105 million first lien secured revolving credit facilities, $2,400 million first lien term loan, and $515 million secured notes are downgraded to 'B' from 'BB-' with a Recovery Rating of 'RR2', while the $685 million unsecured notes are downgraded to 'CCC-'/'RR6' from 'CCC+'/'RR6'. The downgrade reflects heightened liquidity and refinancing risks as revolver facilities become current, alongside recent operational underperformance from the slow ramp up of Newfold's growth initiatives and higher marketing investments. This has resulted in weakened credit protection metrics for the company. Newfold's business profile remains underpinned by its portfolio of web presence software tools and services, positive FCF and a highly recurring revenue base that is consistent with other subscription software companies. Key Rating Drivers Increased Refinancing Risk on Revolver Facilities: Newfold faces near-term liquidity and refinancing risks for $380 million revolver facilities that mature in less than 12 months (Feb. 2026). The company has insufficient cash currently to pay down fully the drawn revolver amount. Newfold reported a cash balance of about $89 million as of Sept. 2024 and is expected to generate mid-single digit FCF in 2025. While positive FCF provides some cushion, Fitch expects extending or refinancing the revolver to be crucial for smooth operations and meeting near-term debt obligations. Near-Term Credit Metrics Stressed: Newfold is investing in sales and marketing to acquire new customers amid increased competition, but its growth initiatives are taking longer to ramp up. This has resulted in short-term depressed revenue and profitability. Although Fitch expects FCF to remain positive in 2024, deleveraging prospects will be constrained compared to its previous projections. Fitch-calculated FCF margins are projected to return to 8%-9% after 2025, with revenue growth and profitability also normalizing as Newfold's growth initiatives ramp up, regaining long-term competitiveness. Elevated Leverage Levels: Newfold's Fitch-calculated 2025 EBITDA leverage is projected to be about 7.7x due to reduced profitability and high debt levels. In its view, Newfold's ability to reduce its outstanding revolver as originally anticipated will be hampered by likely weak CF generation in 2024 and 2025 following increased interest payments, higher cost of acquiring customers, and slower ramp up of products. Fitch forecasts Newfold's leverage to gradually decline below 7.0x from 2027, with a combination of revenue growth and strong margins. Recurring Revenue and Strong Profitability: Approximately 95% of Newfold's revenue is recurring, which provides visibility into its revenue stream. The company has successfully delivered on planned operational optimization since the divestiture of its email marketing business and acquisition of Web.com in 2021 and Markmonitor in 2022. This has resulted in overachieving on estimated cost savings. Continued operational optimization efforts could further improve the company's profitability. Meaningful SMB Exposure: Newfold offers web presence products for small to medium-sized business (SMB) customers with limited technical resources to maintain their digital presence, including domains, hosting, website development, and security products. The SMB segment generally has high failure rates, resulting in high churn. Therefore, Newfold needs to maintain revenues by replacing churned customers with new ones and cross-selling. Exposure to SMB customers also results in exposure to the cyclical impact of economic cycles, which could lead to cash flow volatility during periods of economic stress. Significant Customer Diversification: Newfold has a highly diversified customer base with about 7 million subscribers with hosting and domains representing near equal revenue contributions of 40% each. The diverse customer base effectively minimizes idiosyncratic risks that are associated with individual end-markets and should reduce revenue volatility for Newfold. Fragmented Industry: The products and services provided by Newfold individually operate in fragmented markets with competitors of various scales. Collectively, Newfold is the second-largest provider of portfolio of products that serve the SMB segment and address a wide range of web presence needs. The ability to cross-sell and provide multiple products to individual customers enhances customer retention rates. M&A Central to Growth Strategy: Fitch expects Newfold to remain acquisitive in the web presence solutions space, given the still considerable industry fragmentation and its aim to expand its brand portfolio within the SMB segment. The company has made a number of acquisitions in the past, including Markmonitor, Web.com, Yoast B.V. and Hostopia. Newfold's organic revenue is expected to grow in the low-single digits, in-line with the stable growth rates of the end market. Fitch believes M&A remains a central growth strategy to drive organic revenue through cross-selling opportunities. Derivation Summary Newfold's IDR reflects its strong market position as a software vendor within the fragmented SMB web presence solutions industry. The company provides SMBs the tools and services to create and maintain their presence on the web, including internet domains, hosting, websites, eCommerce, and related products. Demand for web presence is expected to grow as SMBs seek to maximize their reach to customers. Newfold's operating profile is also strengthened by the highly recurring nature of its revenues, which is supported by the subscription model. Newfold's recurring revenue model, profitability and leverage profile are consistent with 'B' rated software peers, including Constant Contact (B/ Stable) and RealPage (B/ Stable). Newfold and Constant Contact are both leaders in their niche markets. However, their ratings are constrained by elevated leverage profile and SMB exposure, which could result in revenue volatility during period of extended economic weakness. Fitch rates Newfold two-notches lower than Constant Contact, mainly due to former's near-term liquidity and refinancing risk related to the revolver facilities. Additionally, Fitch expects Newfold to maintain some level of financial leverage as a private equity-owned company as equity owners optimize capital structures to maximize return on equity. Key Assumptions - Negative organic revenue growth in 2025 and in the low-single digits thereafter; - EBITDA margins in the low-to-mid 30s over the forecast horizon; - Capex at approximately 3.5% of revenue; - Refinancing of the revolver facilities; - Term loan repayment limited to mandatory amortization; - Interest rate forecasted to be 3.5% fixed for term loan and revolver facility, with 5.4%, 4.4%, 4.0% and 4.0% secured overnight financing rates (SOFRs) through 2027; - No acquisitions or dividends assumed. Recovery Analysis Key Recovery Rating Assumptions - The recovery analysis assumes that Newfold would be recognized as a going concern in bankruptcy rather than liquidated; - Fitch assumed a 10% administrative claim. Going-Concern (GC) Approach - A bankruptcy scenario could occur if Newfold faced prolonged macroeconomic headwinds impact its SMB customer base and there is increased competition, resulting in multi-year aggregate revenue declines. In conjunction with revenue decline, if EBITDA margins fail to expand beyond current levels, Fitch assumes Newfold's GC EBITDA to be approximately $400 million; - The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation; - Fitch assumes an adjusted distress enterprise valuation (EV) of $2.34 billion; - Fitch assumes that Newfold will receive going-concern recovery multiple of 6.5x. The estimate considers several factors, including the highly recurring nature of the revenue, the high customer retention, the secular growth drivers for the sector, the company's strong normalized FCF generation and the competitive dynamics. The EV multiple is supported by: - The median reorganization EV/EBITDA multiple for the 71 TMT bankruptcy cases that had sufficient information for an exit multiple estimate to be calculated was 5.9x. Of these companies, five were in the software sector: Allen Systems Group, Inc (8.4x); Avaya, Inc. (2023: 7.5x, 2017: 8.1x); Aspect Software Parent, Inc. (5.5x), Sungard Availability Services Capital, Inc. (4.6x), and Riverbed Technology Software (8.3x); - As a result of these considerations, Fitch rates the first lien term loan, bonds and revolver 'B'/'RR2', and unsecured bonds are rated 'CCC-'/'RR6'; - The highly recurring nature of Newfold's revenue is somewhat offset by its SMB market exposure, resulting in an EBITDA multiple that is above mid-point of the range. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: - Failure to successfully refinance revolver facilities ahead of maturity; - (CFO-capex)/debt sustained below 0%. Factors that could, individually or collectively, lead to positive rating action/upgrade: - Successful refinancing of revolver facilities ahead of maturity; - (CFO-capex)/debt sustained above 0%; - Fitch's expectation of EBITDA leverage below 7.5x on a sustained basis. Liquidity and Debt Structure Newfold reported about $89 million of cash on balance sheet and about $157 million availability on its RCFs ($380 million total capacity) as of Sept. 2024. The company has insufficient cash to fully pay down the drawn revolver amount, including FCF in low-single digits in fiscal 2025. While positive FCF provides some cushion, Fitch expects extension or refinancing of the revolver to be crucial for operations to continue smoothly and meeting near-term debt obligations. Newfold has staggered maturities from 2026 through 2029. Two tranches of RCFs ($223 million outstanding as of Sept. 2024) are due within a year. A $2,400 million first lien secured term loan ($2,285 million outstanding as of Sept. 2024) matures in 2028. The $515 million senior secured notes mature in 2028 ($490 million outstanding as of Sept. 2024), and $685 million unsecured notes ($505 million outstanding as of Sept. 2024) mature in 2029. Issuer Profile Newfold Digital is a provider of web presence solutions primarily serving the SMB markets. Its products include internet domains, hosting, websites, eCommerce, and related products, including brands such as Web.com and Bluehost. Domains and hosting contribute to approximately 80% of total revenue. 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 Newfold Digital Holdings Group, Inc. has an ESG Relevance Score of '4' for Governance Structure due to aggressive and opportunistic shareholder practices. This is reflected in the ineffectiveness in addressing near-term revolver maturities and refinancing them before they turned current, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Newfold Digital Holdings Group, Inc. LT IDR CCC+ Downgrade B senior unsecured LT CCC- Downgrade RR6 CCC+ senior secured LT B Downgrade RR2 BB- Newfold Digital, Inc. LT IDR CCC+ Downgrade B senior secured LT B Downgrade RR2 BB- Web.com Group, Inc. LT IDR CCC+ Downgrade B senior secured LT B Downgrade RR2 BB- NEWPORT VENTURES: Seeks to Extend Plan Exclusivity to April 24 -------------------------------------------------------------- Newport Ventures LLC asked the U.S. Bankruptcy Court for the Central District of California to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to April 24 and June 23, 2025, respectively. The Debtor asserts several key factors that warrant additional time to formulate a comprehensive restructuring strategy. First and foremost, after significant disputes have arisen (i) between the Debtor and its Secured Lender relating, among other things, to cash collateral use and financial reporting, and (ii) between the Debtor and the Franchisor relating, among other things, to the validity of the alleged pre-petition termination of the franchise agreements and the ability of the Debtor to assume and assign such agreements, two critical developments in the Case may lead to a positive path forward in being able to confirm a plan which may be premised on an asset sale. First, the key stakeholders have agreed on the appointment of a CRO who has their trust and confidence and will be focusing immediately on an exit strategy. Additionally, Del Taco and the Debtor are seeking to schedule a Court-ordered mediation which will hopefully result in a resolution of contentious issues allowing for the confirmation of a consensual plan. Additionally, managing 18 restaurant locations presents a complex and dynamic challenge, particularly given the existing tensions and competing interests of the Secured Lender and the Franchisor. The involvement of the Secured Lender, the Unsecured Creditor Committee, and Franchisor adds layers of complexity to these decisions, requiring careful negotiation and consensus-building to achieve a mutually agreeable outcome. Furthermore, the Debtor has engaged in diligent and good-faith efforts to assess its financial situation and develop a viable plan. To that end, the Debtor is in the process of retaining a Chief Restructuring Officer (CRO), who is actively consulting with legal counsel and other professionals to gain a clear understanding of the Debtor's financial realities. The Debtor asserts that this comprehensive assessment is crucial to determining the best path forward, whether it involves formulating a plan of reorganization or conducting a strategic sale of assets under Section 363 of the Bankruptcy Code. Regardless of the chosen path, the Debtor, through the CRO, remains committed to proposing a successful plan that maximizes value for all stakeholders but requires additional time to do so. Finally, the Debtor underscores that it has acted, and continues to act, as expeditiously as possible given the difficulties presented in this Case. The Debtor believes that granting the requested extension, which is the first request that the Debtor has made, will allow it, though the CRO, to complete these critical tasks and develop a comprehensive restructuring strategy that is in the best interests of creditors and all parties involved. General Insolvency Counsel for Debtor: AKERMAN LLP Evelina Gentry, Esq. 633 West Fifth Street, Suite 6400 Los Angeles, California 90071 Telephone: (213) 688-9500 Facsimile: (213) 627-6342 About Newport Ventures Newport Ventures, LLC, a company in Orange, Calif., owns and operates a restaurant. Newport Ventures filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 24-12738) on October 26, 2024, with $10 million and $50 million in both assets and liabilities. Shahvand Aryana, principal of Newport Ventures, signed the petition. Judge Theodor Albert oversees the case. The Debtor is represented by Steven M. Kries, Esq. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. NISSAN MOTOR: Moody's Cuts Rating on Senior Unsecured Debt to Ba1 ----------------------------------------------------------------- Moody's Ratings has downgraded all the ratings of Nissan Motor Acceptance Company LLC (NMAC), including its backed senior unsecured rating to Ba1 from Baa3, backed senior unsecured MTN program rating to (P)Ba1 from (P)Baa3, and backed commercial paper rating to Not Prime from Prime-3. NMAC's standalone assessment was lowered to ba2 from ba1. NMAC's outlook remains negative. The rating action follows similar actions [1] on the ratings of NMAC's ultimate parent, Nissan Motor Co., Ltd. (Nissan, Ba1 corporate family rating, negative), whose ratings were also downgraded with a negative outlook. RATINGS RATIONALE The rating action on Nissan reflects the recent deterioration in its profitability, driven by tepid demand for its aging product portfolio in China and the US. In addition, Nissan faces execution risk with its recently announced restructuring plan, in which it aims to cut costs by JPY400 billion by the end of fiscal year 2026. NMAC's Ba1 long-term ratings are aligned with Nissan's Ba1 ratings based on NMAC's strategic significance to Nissan, Moody's expectations that Nissan would support NMAC if required, and the explicit support agreement in place between the two companies. NMAC's credit challenges include a high reliance on securitization funding and exposure to performance trends of Nissan. Moody's lowered NMAC's standalone assessment to ba2 from ba1, reflecting the weakening capitalization. NMAC's tangible common equity to tangible managed assets (TCE/TMA) was 11.1% as September 30, 2024, below the 15% average of the past three years as the company paid $2 billion in dividends during the first two quarters ended September 30, 2024. Moody's expects TCE/TMA could further decline over next 12-18 months as NMAC may continue to distribute dividends to the parent to improve its liquidity position, partially offset by runoff of NMAC's total assets as new originations remain challenged by Nissan's aging portfolio in the US. NMAC has a sizeable lease portfolio (30.0% of total loans and leases as of September 30, 2024), which is higher than the rated peer group average and exposes NMAC to a decline in used vehicle prices. However, NMAC is the only firm among rated peers that has an agreement with its parent wherein the parent provides an indemnification from losses associated with the lease portfolio, making NMAC comparatively less vulnerable to a decline in used vehicle prices. NMAC continues to manage its asset quality well with net charge-offs to loan receivables of 0.6% as of September 30, 2024, still lower than the pre-pandemic level of 0.76% as of December 31, 2019. The negative outlook is in line with Nissan's negative outlook, driven by Moody's expected weakening in the parent's operating margin, risks associated with the implementation of its new restructuring plan, the renewal of its aging product range, and global trade policies. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS NMAC's ratings could be upgraded following an upgrade of the parent. Nissan's ratings could be upgraded if Nissan makes further progress in its restructuring program through positive free cash flow and EBITA margin of around 2-3%, both on a sustained basis. Moody's may also consider an upgrade if the company successfully launches new models, such as hybrid vehicles, in major markets like the US, such that sales volumes recover while incentives are reduced to improve profitability. An upward adjustment of NMAC's standalone assessment could occur if the capital level goes consistently above 12%. NMAC's ratings could be downgraded following a downgrade of the ratings of the parent. Nissan's ratings could be downgraded if it engages in excessive shareholder returns or cash flow and profitability continues to worsen. Specifically, Moody's may consider a downgrade if the company continues to be loss-making in its automotive business or continues to be negative in its free cash flow after dividends over a sustained period. A weakening of its balance sheet and liquidity, including from share buybacks, would also result in a downgrade. Lack of execution in Nissan's current restructuring plan through fiscal year 2026 would also be credit negative. A downward adjustment of NMAC's standalone assessment could occur should there be a material decline in asset quality, profitability or liquidity, or if leverage increases. The methodologies used in these ratings were Finance Companies published in July 2024. NORTHERN DYNASTY: Pebble Agrees to 90-Day Suspension of EPA Suit ---------------------------------------------------------------- Northern Dynasty Minerals Ltd. and its 100%-owned U.S.-based subsidiary Pebble Limited Partnership have informed the court that they do not object to a motion from the Environmental Protection Agency and U.S. Army Corps of Engineers to hold the litigation in abeyance for 90 days. "Given the timing of the recent confirmation of the Administrator of the EPA, the executive orders by President Trump and comments made by the new administration regarding the need for science and facts and domestic critical mineral production, we are not objecting to this request for abeyance by the defendants," said Ron Thiessen, Northern Dynasty President and CEO. "The 90-day period will give the new administration time to familiarize themselves with the issues presented in this case and to decide how they wish to proceed. We believe the EPA acted inappropriately when they vetoed any mining activity on the world's largest undeveloped copper deposit, the Pebble Project." "The U.S. is fortunate to have such a strategically important deposit like this on American soil, and we are eager to get back before the USACE and renew discussions regarding our permit," Mr. Thiessen continued. About Northern Dynasty Minerals Ltd. Northern Dynasty Minerals Ltd. is a mineral exploration and development company based in Vancouver, Canada. Northern Dynasty's principal asset, owned through its wholly owned Alaska-based U.S. subsidiary, Pebble Limited Partnership, is a 100% interest in a contiguous block of 1,840 mineral claims in Southwest Alaska, including the Pebble deposit, located 200 miles from Anchorage and 125 miles from Bristol Bay. The Pebble Partnership is the proponent of the Pebble Project. Vancouver, Canada-based Deloitte LLP, the Company's auditor since 2009, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company incurred a consolidated net loss of $21 million during the year ended December 31, 2023, and as of that date, the Company's consolidated deficit was $697 million. These conditions, along with other matters, raise substantial doubt about its ability to continue as a going concern. Northern Dynasty reported a net loss of C$3.7 million, compared to a net loss of $C6.2 million for the same period in 2023. As of June 30, 2024, the Company had C$139.95 million in total assets and C$21.62 million in total liabilities. O'BRIEN'S RENT-ALL: Seeks Chapter 11 Bankruptcy in West Virginia ---------------------------------------------------------------- On February 24, 2025, O'Brien's Rent-All & Sales Inc. filed Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of West Virginia. According to court filing, the Debtor reports $3,313,171 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About O'Brien's Rent-All & Sales Inc. O'Brien's Rent-All & Sales Inc. is engaged in the construction industry, working on various projects across both West Virginia and Pennsylvania, with its headquarters located in Wheeling, West Virginia. O'Brien's Rent-All & Sales Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. W. Va. Case No. 25-00077) on February 24, 2025. In its petition, the Debtor reports total assets of $1,385,582 and total liabilities of $3,313,171. Honorable Bankruptcy Judge David L. Bissett handles the case. The Debtor is represented by: Kelly Gene Kotur, Esq. DAVIS & KOTUR LAW OFFICE CO. LPA 407-A Howard Street Bridgeport, OH 43912 Tel: (740) 635-1217 Fax: (740) 633-9843 E-mail: kellykotur@davisandkotur.com P3 HEALTH: Unit Secures $30M Financing With VBC Growth ------------------------------------------------------ P3 Health Partners, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that P3 Health Group, LLC, a subsidiary of the Company, entered into a financing transaction with VBC Growth SPV 4, LLC, consisting of an unsecured promissory note and warrants to purchase shares of Class A Common Stock, par value $0.0001 per share, of the Company. VBC 4 is a Delaware limited liability company managed by Chicago Pacific Founders GP III, L.P., an affiliate of the principal stockholder of the Company. The entry into the Promissory Note and the issuance of the Warrants was approved by a committee of independent, disinterested directors of the Company. The Promissory Note was issued by P3 LLC to VBC 4 on February 13, 2025, and provides for funding of up to $30 million, available for draw by P3 LLC in two tranches: (i) a first tranche of $15 million available to P3 LLC upon the Effective Date, and (ii) a second tranche of up to $15 million available at the Company's sole option in a single draw, on or prior to March 15, 2025. The maturity date of the Promissory Note is August 13, 2028. Interest is payable at 19.5% per annum on a quarterly cycle (in arrears) beginning March 31, 2025. P3 LLC may elect to pay interest 11.5% in kind and 8.0% in cash, but if the terms of the Subordination Agreement (as defined below) do not permit P3 LLC to pay interest in cash, interest will be paid entirely in-kind. The Promissory Note may be prepaid, at the Company's option, either in whole or in part, without penalty or premium, at any time and from time to time, subject to the payment of the back-end fee; provided that prepayments must be in increments of at least $1.5 million. The Promissory Note provides for mandatory prepayments with the proceeds of certain asset sales, and VBC 4 has the right to demand payment in full upon: (i) a "Change of Control" of the Company and (ii) certain "Qualified Financings" (each as defined in the Promissory Note). The Promissory Note restricts P3 LLC's ability and the ability of its subsidiaries to, among other things, incur indebtedness and liens, and make investments and restricted payments. The maturity date may be accelerated as a remedy under certain default provisions in the Promissory Note, or in the event a mandatory prepayment event occurs. Pursuant to the Promissory Note, P3 LLC will pay VBC 4 on the Effective Date an up-front fee of 1.5% of $30 million, the maximum draw amount. In addition, P3 LLC will pay VBC 4 a back-end fee at the time the loans issued under the Promissory Note are repaid as follows: (i) if repaid prior to March 31, 2025, 2.25% of the aggregate principal amount of the loans advanced to P3 LLC on or prior to such date; (ii) if repaid from April 1, 2025 through June 30, 2025, 4.5% of the aggregate principal amount of the loans advanced to P3 LLC on or prior to such date; (iii) if repaid from July 1, 2025 through September 30, 2025, 6.75% of the aggregate principal amount of the loans advanced to P3 LLC on or prior to such date; and (iv) if repaid on October 1, 2025 or later, 9% of the aggregate principal amount of the loans advanced to P3 LLC on or prior to such date. P3 LLC intends to use the proceeds of the Promissory Note to fund the Company's ongoing working capital requirements. In connection with the Promissory Note, on February 13, 2025, P3 LLC, the Company and VBC 4 entered into a Warrant Agreement. Pursuant to the Warrant Agreement, P3 LLC issued Warrants to VBC 4 to purchase 71,406,480 shares of Common Stock, at an exercise price of $0.2068 per share. Each Warrant will be exercisable only following Company stockholder approval of the issuance of the shares of Common Stock underlying the Warrants pursuant to the Nasdaq Listing Rules. The number of shares of Common Stock for which the Warrant is exercisable and the exercise price may be adjusted upon any event involving subdivisions, certain Fundamental Transactions (, combinations, distributions, recapitalizations and like transactions. Pursuant to the Warrant Agreement, the Warrants and the right to purchase shares of Common Stock upon the exercise of the Warrants will terminate on February 13, 2032. Under the Warrant Agreement, shares of Common Stock may not be issued pursuant to the Warrant and the Warrant shall not be exercisable for shares of Common Stock unless and until the Company shall have obtained stockholder approval thereof pursuant to the Nasdaq Listing Rules. The Company has agreed to use its reasonable best efforts to obtain such stockholder approval at the 2025 annual meeting of Company stockholders. If the Company does not obtain such stockholder approval at the 2025 annual meeting, the Company has agreed to call up to three special meetings of Company stockholders every six months thereafter (which may also be an annual meeting of stockholders) to seek such stockholder approval until the earliest of (x) the date such stockholder approval is obtained and (y) December 31, 2026. VBC 4 Subordination Agreement In connection with the transactions, P3 LLC entered into a subordination agreement, dated as of February 13, 2025, with CRG Servicing LLC, as administrative agent under P3 LLC's existing term loan facility and VBC 4. Pursuant to the VBC 4 Subordination Agreement, VBC 4 agreed to subordinate its right of payment under the Promissory Note to the right of payment and security interests of the lenders under the Term Loan Facility. The terms of the VBC 4 Subordination Agreement will effectively require P3 LLC to pay all interest under the Promissory Note in-kind. Amendment to Term Loan Agreement Furthermore, on February 13, 2025, P3 LLC entered into the Seventh Amendment to that certain Term Loan Agreement, dated as of November 19, 2020, by and among P3 LLC, as borrower, the subsidiary guarantors party thereto, the lenders from time to time party thereto and CRG Servicing LLC, as administrative agent and collateral agent. The Seventh Amendment permits the issuance of the Promissory Note and the entry into the VBC 4 Subordination Agreement. About P3 Health Partners Henderson, Nev.-based P3 Health Partners Inc is a patient-centered and physician-led population health management company and, for accounting purposes, the successor to P3 Health Group Holdings, LLC and its subsidiaries after the consummation of a series of business combinations in December 2021 with Foresight Acquisition Corp. As the sole manager of P3 LLC, P3 operates and controls all of the business and affairs of P3 LLC and P3's only assets are equity interests in P3 LLC. Going Concern As of June 30, 2024, and December 31, 2023, the Company had $73.1 million and $36.3 million, respectively, in unrestricted cash and cash equivalents available to fund future operations. The Company's capital requirements will depend on many factors, including the pace of the Company's growth, ability to manage medical costs, the maturity of its members, and its ability to raise capital. The Company continues to explore raising additional capital through a combination of debt financing and equity issuances. When the Company pursues additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company. If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities in order to reduce costs, which will likely have an unfavorable effect on the Company's ability to execute on its business plan and have an adverse effect on its business, results of operations, and future prospects. As a result of these matters, substantial doubt exists about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. PAVMED INC: Regains Compliance With Nasdaq Listing Standards ------------------------------------------------------------ PAVmed Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it received a notification letter from the Listing Qualifications department of The Nasdaq Stock Market LLC, stating that the Company had regained compliance with the Nasdaq continued listing standard under Nasdaq Listing Rule 5550(b)(1), which requires, among other things, that the Company maintain at least $2.5 million in stockholders' equity. As previously disclosed, on March 7, 2024, the Company received a notice from the Nasdaq Listing Qualifications Department stating that, for the prior 30 consecutive business days (through March 6, 2024), the market value of the Company's listed securities had been below the minimum of $35 million required for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2). The Company did not regain compliance with the rule during the time period originally allotted under Nasdaq rules. Accordingly, the Company timely requested a hearing before a Nasdaq Hearings Panel, which took place on October 29, 2024. On November 8, 2024, the Panel granted the Company an extension, until January 31, 2025, to regain compliance with the Nasdaq continued listing standards under Nasdaq Listing Rule 5550(b)(1), in lieu of Nasdaq Listing Rule 5550(b)(2). The Company achieved compliance through: (1) the exchange of secured convertible notes with a principal amount outstanding of $22,347,543 for shares of Series C convertible preferred stock, par value $0.001, which was consummated on January 17, 2025, (2) the issuance of shares of Series C Preferred Stock for an aggregate purchase price of $2.653 million, which was consummated on January 24, 2025, and (3) a reduction in operating expenses as a result of the Company's completed deconsolidation of Lucid Diagnostics Inc. from its balance sheet, each of which transactions was previously disclosed. As a result, the Company met the terms of the Panel's decision. The notification letter further stated that, in application of Nasdaq Listing Rule 5815(d)(4)(B), the Company will be subject to a customary Mandatory Panel Monitor for a period of one year from the date of the notification letter (until February 14, 2026). If, within that one-year monitoring period, the Company is again out of compliance with Nasdaq Listing Rule 5550(b)(1), the Company will not be permitted to provide the Nasdaq staff with a plan of compliance with respect to that deficiency and the Nasdaq staff will not be permitted to grant additional time for the Company to regain compliance with respect to that deficiency, nor will the Company be afforded the automatic cure or compliance period that might otherwise apply. Instead, the Nasdaq staff will issue a delisting letter, and the Company will have an opportunity to request a new hearing with the same or a new Panel. 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 sed 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. PBF HOLDING: Moody's Affirms 'Ba2' CFR & Alters Outlook to Negative ------------------------------------------------------------------- Moody's Ratings has revised the outlook for PBF Holding Company LLC (PBF) to negative from stable, while affirming the Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and Ba3 ratings on its senior unsecured notes. The Speculative Grade Liquidity (SGL) rating remains unchanged at SGL-2. "The negative outlook for PBF reflects risks from weaker credit metrics, potential increased revolver borrowings, and less robust, albeit still generally good, liquidity," commented Jonathan Teitel, Moody's Ratings Vice President – Senior Analyst. "It also considers Moody's concerns regarding financial policies, and the balance to be struck going forward between balance sheet strength and shareholder returns in such a highly cyclical business." RATINGS RATIONALE The negative outlook reflects risks from reduced liquidity in a challenging environment, expected cash flow pressures from heavy turnaround activities in 2025, uncertainties from the Martinez refinery fire, and potential tariffs on Canadian oil imports. PBF's stated plan to prioritize deleveraging over share repurchases during the challenging operating conditions going forward is important for demonstrating more conservative financial policies that support its existing rating. PBF's Ba2 CFR reflects its volatile cash flow and leverage profile, balanced by its large refining scale and ability to endure the cyclical refining sector. PBF benefits from a geographically diversified footprint across the US, with six refineries on the East Coast, Gulf Coast, Mid-Continent, and West Coast, totaling more than one million barrels per day in throughput capacity, providing economies of scale. However, the company faces high regulatory risks and uncertainties at its two California refineries. PBF's parent company, PBF Energy Inc. (PBF Energy), also owns PBF Logistics LP (PBF Logistics), which primarily operates midstream infrastructure related to PBF's refineries. PBF Logistics, being debt-free, can distribute cash to PBF Energy to support dividends or fund PBF's needs. PBF Energy aims to achieve over $200 million in run-rate cost savings by year-end, which would bolster EBITDA. In 2024, PBF's credit metrics weakened due to lower EBITDA from weak crack spreads, unfavorable crude oil differentials, and extended turnaround activities, resulting in significantly reduced cash and the company borrowing on its revolver. These fundamental challenges were further exacerbated by continued share repurchases in the downcycle, reflecting financial policies that were less conservative than expected. Additional revolver borrowings may be needed in 2025. Although EBITDA is expected to improve in 2025, turnarounds at four of its six refineries will constrain EBITDA recovery. Effective execution of the refinery turnarounds in 2025, following a longer-than-expected 2024 turnaround, will be critical. The fire at the Martinez refinery in California caused a temporary shutdown. PBF is assessing the damage, repair costs, shutdown duration, potential insurance recoveries, and overall impact. The fire may alter the scope and timeline for the refinery's planned turnaround in 2025, and potential regulatory penalties remain unknown. Potential tariffs on Canadian oil imports pose a risk to feedstock sourcing, particularly for PBF's Ohio refinery. However, PBF's coastal refineries can access waterborne crude oil. PBF's SGL-2 rating reflects expectations of good liquidity. As of December 31, 2024, PBF Energy had $536 million in cash, down from $1.8 billion at the end of 2023. PBF has a $3.5 billion ABL revolving credit facility with $2.4 billion of borrowing base availability, $200 million in outstanding borrowings, and $128 million in letters of credit. The revolver matures in August 2028, but the borrowing base will be reduced by the $802 million in senior notes due February 2028 if they remain outstanding three months prior to maturity. The revolver has a springing minimum fixed charge coverage ratio of 1.0x, triggered if excess availability falls below the greater of (1) 10% of the lesser of the borrowing base and lender commitments and (2) $100 million. Moody's do not expect this covenant to be triggered through mid-2026. PBF's senior unsecured notes due 2028 and 2030, rated Ba3, are one notch below the CFR due to effective subordination to the senior secured revolver. These notes are not guaranteed by PBF Energy or PBF Logistics. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a downgrade include further weakening in operating performance, deteriorating liquidity, negative free cash flow, substantial debt increase, or more aggressive financial policies. Factors that could lead to an upgrade include improved operating performance, including turnaround execution, more consistent free cash flow generation, and maintaining lower leverage through the cycle. More conservative financial policies, including maintaining a cadence of shareholder returns that sustains a large cash balance and strong liquidity through the cycle is important to supporting further credit improvement. PBF, headquartered in Parsippany, NJ and a subsidiary of publicly traded PBF Energy, owns and operates six refineries in the US. PBF Energy also owns PBF Logistics, which primarily owns and operates midstream infrastructure related to PBF's refineries. The principal methodology used in these ratings was Refining and Marketing published in August 2021. PEKIN COUNTRY: Taps Davis & Campbell as Special Counsel ------------------------------------------------------- Pekin Country Club, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of Illinois to employ Davis & Campbell, L.L.C. as special counsel. The firm will render these services: (a) review and analysis of bankruptcy Orders and related documents and updated Debtor by-laws to determine appropriate method to engage Davis & Campbell in the bankruptcy context; (b) drafting Board resolution(s) to engage Davis & Campbell as special bankruptcy counsel to the debtor-in-possession and to the reorganized debtor; (c) interaction with bankruptcy counsel regarding the motion to engage Davis & Campbell as special counsel to the debtor-in-possession; (d) once properly engaged, negotiating the terms and conditions of the asset purchase agreement (APA); (e) approval of the APA by the members of Debtor; (f) preparation of conveyance and related documents to close the transaction contemplated by the APA; and (g) arrange for and conduct the closing. Robert J. Coletta is anticipated to be the primary Davis & Campbell attorney assigned to the matter and his current hourly rate is $365 per hour. Davis & Campbell requires a $35,000 security retainer. Robert Coletta, Esq., at Davis & Campbell, disclosed in a court filing that the firm does not hold or represent any interest adverse to the Debtor and its affiliates. The firm can be reached through: Robert J. Coletta, Esq. Davis & Campbell, L.L.C. 401 Main Street, Suite 1600 Peoria, IL 61602 Phone: (309) 673-1681 Fax: (309) 673-1690 Email: rjcoletta@dcamplaw.com About Pekin Country Club, Inc. Pekin Country Club, Inc. operates a golf course, restaurant and swimming pool as part of its country club facility located at 310 Country Club Drive, Pekin, Illinois. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Ill. Case No. 24-80164) on March 11, 2024. In the petition signed by Matthew Taphorn, President/Designated Bankruptcy Representative, the Debtor disclosed up to $10 million in both assets and liabilities. Sumner A. Bourne, Esq., at Rafool & Bourne, P.C., represents the Debtor as legal counsel. PROSOURCE MACHINERY: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: ProSource Machinery, LLC 5044 Midland Rd. Suite B Billings, MT 59101 Business Description: ProSource specializes in selling and renting off-highway construction and mining equipment in Montana and Colorado. The Company's inventory includes equipment from top brands like SANY, Caterpillar, and Hydrema, along with various attachments and engines. ProSource also offers a wide range of used construction machinery for sale, including dozers, excavators, loaders, backhoes, motor graders, scrapers, articulated dump trucks, and skid steers. Chapter 11 Petition Date: February 28, 2025 Court: United States Bankruptcy Court District of Colorado Case No.: 25-11010 Judge: Hon. Kimberley H Tyson Debtor's Counsel: David J. Warner, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street Suite 200 Littleton, CO 80120 Tel: 303-296-1999 Email: dwarner@wgwc-law.com Total Assets: $9,367,024 Total Liabilities: $15,768,219 The petition was signed by Derek Dicks as CEO/Managing Member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free on PacerMonitor at: https://www.pacermonitor.com/view/AADQMGI/ProSource_Machinery_LLC__cobke-25-11010__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/DYL5FAI/ProSource_Machinery_LLC__cobke-25-11010__0001.0.pdf?mcid=tGE4TAMA QHSLAB INC: Reports Record Revenue Growth, Profitability for 2024 ----------------------------------------------------------------- QHSLab Inc. announced its preliminary, unaudited financial results for the fourth quarter and fiscal year ended December 31, 2024. For the full year 2024, the Company recorded record revenue growth, substantial gross margin improvements, its first-ever year of profitability on a GAAP basis and positive cash flow from operations, which enabled it to repay a portion of its outstanding debt strengthening its balance sheet. Fourth Quarter 2024 Preliminary Financial Results: * Revenue surged 98% year-over-year to $625,981, compared to $315,020 in Q4 2023, marking four consecutive quarters of year-over-year revenue growth. * Gross profit increased 117% to $412,154, with gross margin expanding to 65.8%, up from 60.3% in the prior-year quarter. * Net income for Q4 2024 of $40,838, a significant improvement from a net loss of $86,627 in Q4 2023. Full-Year 2024 Preliminary Financial Results: * Revenue grew 51% year-over-year, reaching $2.1 million compared to $1.4 million for the full-year 2023. * Gross margin improved to 63.7%, reflecting an enhanced product mix and increased operational efficiencies. * The Company recorded net income of $69,188 for 2024, compared to a net loss of $468,362 in 2023, underscoring QHSLab's strong financial momentum and commitment to profitable operations. * Positive Cash Flow Generation: The Company reported net positive cash flow of $105,586, driven by $247,317 in cash flow from operations, reflecting strong business performance. This was partially offset by a $141,731 net cash outflow from financing activities, which includes debt repayments and other financial obligations. * Continued Debt Reduction: The Company repaid $298,531 in loans, further strengthening its balance sheet and reducing financial liabilities, reinforcing its commitment to long-term financial stability. Management Commentary: "These outstanding financial results reflect the continued execution of our strategic initiatives and the growing adoption of our digital medicine solutions," said Troy Grogan, President and CEO of QHSLab. "We are thrilled to report 98% revenue growth compared to Q4 2023, despite the fourth quarter historically being a lower performing quarter for healthcare companies due to the seasonal impact of patient volume. This growth demonstrates the strength of our business model and the resilience of our operations. Our improved gross margin and profitability highlight the effectiveness of our operational efficiencies and commitment to achieving and sustaining profitability. As we increase the number of physicians using QHSLab, our financial performance should continue to improve." Audit Status and Future Outlook: The Company is currently finalizing its independent year-end audit in preparation for filing its Annual Report on Form 10-K prior to the 2024 SEC reporting deadline. While these financial results remain unaudited and are subject to change, management is confident in the reported numbers and expects only minor adjustments, if any. "We look forward to sharing our fully audited results in the coming weeks and remain committed to delivering strong financial performance and value to our shareholders," added Troy Grogan. "With our continued expansion and operational efficiencies, we are excited about the future of QHSLab as we build on this momentum into 2025." For more information about QHSLab and our healthcare solutions, please visit www.qhslab.com. About QHSLab, Inc. Beach, Fla.-based QHSLab, Inc. is a medical device technology and software-as-a-service company focused on enabling primary care physicians to increase their revenues by providing them with relevant, value-based tools to evaluate and treat chronic disease as well as provide preventive care through reimbursable procedures. Going Concern The Company has only recently operated profitably, is highly leveraged and has only recently begun to generate cash from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The continuation of the Company's business is dependent upon its ability to achieve increased positive cash flows and profitability and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. However, access to such funding may not be available on commercially reasonable terms, if at all. As of September 30, 2024, QHSLab had $1,764,643 in total assets, $2,099,910 in total liabilities, and $335,267 in total stockholders' deficit. QURATE RETAIL: Declares $2 Dividend on Series A Preferred Shares ---------------------------------------------------------------- Qurate Retail, Inc. announced that an authorized committee of its Board of Directors declared the regular quarterly cash dividend payable to holders of its 8.0% Series A Cumulative Redeemable Preferred Stock. The per share amount of the quarterly cash dividend will be $2.00, payable in cash on March 17, 2025, to stockholders of record of the Preferred Stock at the close of business on February 28, 2025. About Qurate Retail Headquartered in Englewood, Colorado, Qurate Retail, Inc. comprised of six retail brands – QVC, HSN, Ballard Designs, Frontgate, Garnet Hill and Grandin Road. Qurate Retail Group is the largest player in video commerce ("vCommerce"), which includes video-driven shopping across linear TV, ecommerce sites, digital streaming and social platforms. The retailer reaches more than 200 million homes worldwide via 15 television channels, which are widely available on cable/satellite TV, free over-the-air TV, and digital livestreaming TV. The retailer also reaches millions of customers via its QVC+ and HSN+ streaming experience, websites, mobile apps, social pages, print catalogs, and in-store destinations. Qurate Retail, Inc. also holds various minority interests. Qurate Retail reported a net loss of $94 million for the year ended Dec. 31, 2023, compared to a net loss of $2.53 billion for the year ended Dec. 31, 2022. As of Dec. 31, 2023, Qurate Retail had $11.37 billion in total assets, $10.88 billion in total liabilities, and $489 million in total equity. Qurate Retail received written notice from the Nasdaq Stock Market on June 10, 2024 notifying the Company of its non-compliance with the minimum bid price requirement for continued listing of the Company's Series A common stock on the Nasdaq Global Select Market. The Company thereafter had 180 calendar days to regain compliance with the Minimum Bid Price Requirement or to transfer to the Nasdaq Capital Market and request an additional 180-day extension to comply with the Minimum Bid Price Requirement. Effective the opening of business on Dec. 2, 2024, QRTEA, the Company's Series B common stock, and the Company's 8.0% Series A Cumulative Redeemable Preferred Stock were transferred from the Nasdaq Global Select Market to the Nasdaq Capital Market. On Dec. 10, 2024, Nasdaq granted the Company an additional 180-day extension, or until June 9, 2025, to comply with the Minimum Bid Price Requirement. * * * As reported by TCR on April 22, 2024, S&P Global Ratings revised its outlook to stable from negative and affirmed all its ratings on U.S.-based video commerce and online retailer Qurate Retail Inc., including its 'CCC+' Company credit rating. The stable outlook reflects S&P's expectation that Qurate will maintain sufficient liquidity over the next 12 months despite its view that its capital structure remains unsustainable, as further cost reductions offset sales weakness and support profit recovery. RED HORSE: Seeks Subchapter V Bankruptcy in Louisiana ----------------------------------------------------- On February 24, 2025, Red Horse Infrastructure Group LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Middle District of Louisiana. 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 Red Horse Infrastructure Group LLC Red Horse Infrastructure Group LLC is a construction company based in Baton Rouge, Louisiana, that specializes in institutional building construction. Red Horse Infrastructure Group LLCsought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. La. Case No. 25-10144) on February 24, 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 Michael A. Crawford handles the case. The Debtor is represented by: Ryan J. Richmond, Esq. STERNBERG, NACCARI & WHITE, LLC 450 Laurel Street, Suite 1450 Baton Rouge, LA 70801 Tel: (225) 412-3667 E-mail: ryan@snw.law RED RIVER: Ex-FDA Chief Slams Talc Settlement Over Asbestos Testing ------------------------------------------------------------------- Jef Feeley of Bloomberg News reports that a Johnson & Johnson subsidiary, Red River Talc LLC, attempting to settle widespread cancer lawsuits in bankruptcy court was accused by a former US Food and Drug Administration chief of falsely asserting that the company's baby powder never contained asbestos. David Kessler, who served as FDA commissioner for more than six years starting in 1990, testified in Houston on Wednesday as a paid expert witness opposing J&J's $9 billion settlement plan to resolve cancer claims related to its baby powder. About J&J Talc Units LLT Management, LLC (formerly known as LTL Management LLC) was a subsidiary of Johnson & Johnson that was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management first filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. In the 2021 case, LTL Management tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, served as the claims agent. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. Re-Filing of Chapter 11 Petition On Jan. 30, 2023, a panel of the Third Circuit issued an opinion directing this Court to dismiss the 2021 Chapter 11 Case on the basis that it was not filed in good faith. Although the Third Circuit panel recognized that the Debtor "inherited massive liabilities" and faced "thousands" of future claims, it concluded that the Debtor was not in financial distress before the filing. On March 22, 2023, the Third Circuit entered an order denying the Debtor's petition for rehearing. The Third Circuit entered an order denying LTL's stay motion on March 31, 2023, and, on the dame day, issued its mandate directing the Bankruptcy Court to dismiss the 2021 Chapter 11 Case. The Bankruptcy Court entered an order dismissing the 2021 Case on April 4, 2023. Johnson & Johnson on April 4, 2023, announced that its subsidiary LTL Management LLC (LTL) has re-filed for voluntary Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain approval of a reorganization plan that will equitably and efficiently resolve all claims arising from cosmetic talc litigation against the Company and its affiliates in North America. In the new filing, J&J said it has agreed to contribute up to a present value of $8.9 billion, payable over 25 years, to resolve all the current and future talc claims, which is an increase of $6.9 billion over the $2 billion previously committed in connection with LTL's initial bankruptcy filing in October 2021. LTL also has secured commitments from over 60,000 current claimants to support a global resolution on these terms. In August 2023, U.S. Bankruptcy Judge Michael Kaplan in Trenton, New Jersey, ruled that the second bankruptcy case should be dismissed. 3rd Try In May 2024, J&J announced its subsidiary LLT Management LLC is soliciting support for a consensual prepackaged bankruptcy plan to resolve its talc-related liabilities. Under the terms of the plan, a trust would be funded with over $5.4 billion in the first three years and more than $8 billion over the course of 25 years, which J&J calculates to have a net present value of $6.475 billion. Claimants must cast their vote to accept or reject the Plan by 4:00 p.m. (Central Time) on July 26, 2024. A solicitation package may be requested at www.OfficialTalcClaims.com or by calling 1-888-431-4056. If the Plan is accepted by at least 75% of voters, a bankruptcy may be filed under the case name In re: Red River Talc LLC in a bankruptcy court in Texas or in the bankruptcy court of another jurisdiction. Epiq Corporate Restructuring, LLC is serving as balloting and solicitation agent for LLT. On Sept. 20, 2024, Red River Talc LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 24-90505). Porter Hedges LLP and Jones Day serve as counsel in the new Chapter 11 case. Epiq is the claims agent. Paul Hastings LLP is counsel to the Ad Hoc Committee of Supporting Counsel. Randi S. Ellis is the proposed prepetition legal representative of future claimants. REDLINE METALS: Seeks to Extend Plan Exclusivity to April 30 ------------------------------------------------------------ Redline Metals, Inc., asked the U.S. Bankruptcy Court for the Northern District of Illinois to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to April 30, 2025. The Debtor explains that the court had previously extended Exclusivity under Section 1121(d) of the Bankruptcy Code to and including February 28, 2025. The new requested date of April 30, 2025 is well within the time limitations set by Section 1121(d) of the Bankruptcy Code. The Debtor claims that it has now proceeded and closed the sale of all of its assets to a third party. At this time the Debtor is in negotiations (via Andrew Cameron, the Chief Restructuring Officer) with its secured creditor, Old Second National Bank and the Official Committee of Unsecured Creditors regarding the terms of a Chapter 11 Plan. These negotiations are regarding the Debtor's exit strategy for this case and the payment allocation of the funds from the sale and should be completed in the next month allowing a Chapter 11 Plan to filed by the proposed deadline of April 30, 2025. This is the Debtor's second request for an extension of exclusivity and to extend the date to file a Chapter 11 Plan and Disclosure Statement. The extension of time will not prejudice any creditors or the United States Trustee. Redline Metals, Inc., is represented by: Paul M. Bach, Esq. Bach Law Offices, Inc. P.O. Box 1285 Northbrook, IL 60062 Telephone: (847) 564-0808 Email: paul@bachoffices.com About Redline Metals Redline Metals, Inc. is a recycling center in Lombard, Ill. Redline Metals filed Chapter 11 petition (Bankr. N.D. Ill. Case No. 24-12590) on Aug. 27, 2024, with $10 million to $50 million in both assets and liabilities. Judge Jacqueline P. Cox oversees the case. Paul M. Bach, Esq., at Bach Law Offices, is the Debtor's bankruptcy counsel. REMC LLC: Case Summary & Five Unsecured Creditors ------------------------------------------------- Debtor: REMC LLC d/b/a Real Estate Management & Consulting, LLC 3724 S Street, NW Washington, DC 20007 Business Description: REMC LLC, doing business as Real Estate Management & Consulting LLC, provides a wide range of property management, solutions, and consulting services for both residential and commercial clients. The Company's offerings include facility upkeep, property management, building inspections, cleaning, landscaping, and construction services. Chapter 11 Petition Date: February 27, 2025 Court: United States Bankruptcy Court District of Columbia Case No.: 25-00072 Judge: Hon. Elizabeth L Gunn Debtor's Counsel: Bennie R. Brooks, Esq. BENNIE R. BROOKS PC 8201 Corporate Drive Suite 260 Landover, MD 20785 Tel: 301-731-4160 Email: bbrookslaw@aol.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Nettia Isley as managing member. A full-text copy of the petition, which includes a list of the Debtor's five unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/FY6VFNA/REMC_LLC__dcbke-25-00072__0001.0.pdf?mcid=tGE4TAMA RESEARCH EDUCATION: Hires Andersen Beede Weisenmiller as Counsel ---------------------------------------------------------------- Research Education and Access for Community Health seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Andersen Beede Weisenmiller as attorneys. The firm will render these services: a) advise the Debtor with respect to its powers and duties as a debtor and debtors-in-possession in the continued management and operation of its business and property; b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the Chapter 11 case; c) take all necessary action to protect and preserve the bankruptcy estate; d) prepare on behalf of Debtor all motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; e) negotiate and prepare on Debtor's behalf plan(s) of reorganization, disclosure statement(s), and all related agreements and/or documents and take any necessary action on behalf of Debtor to obtain confirmation of such plan(s); f) advise Debtor in connection with any sale of assets; g) appear before this Court, any appellate courts, and the U.S. Trustee, and protect the interests of the bankruptcy estate before such courts and the U.S. Trustee; and h) perform all other necessary legal services and provide all other necessary legal advice to Debtor in connection with its Chapter 11 case. The firm will be paid at these rates: Ryan A. Andersen, Esq. $473 Mike Beede, Esq. $435 Mark M. Weisenmiller, Esq. $435 Jeff Garrett, Esq. $236 Paralegals $143 The firm has been paid an initial retainer of $6,738 by the Debtor. Andersen Beede Weisenmiller is a "disinterested person" as such term is defined in Section 101(14), and does not hold or represent any interest adverse to Debtor or Debtor's bankruptcy estate. The firm can be reached through: Ryan A. Andersen, Esq. ANDERSEN BEEDE WEISENMILLER 3199 E Warm Springs Rd, Ste 400 Las Vegas, NV 89120 Telephone: (702) 522-1992 Facsimile: (702) 825-2824 Email: ryan@aandblaw.com About Research Education and Access for Community Research Education and Access for Community Health sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 25-10689) on February 6, 2025, listing between $100,001 and $500,000 in assets and between $500,001 and $1 million in liabilities. Judge Mike K. Nakagawa presides over the case. Ryan A. Andersen, Esq., at Andersen Beede Weisenmiller represents the Debtor as legal counsel. REVIVA PHARMACEUTICALS: OKs Compensation Arrangements With Execs ---------------------------------------------------------------- Reviva Pharmaceuticals Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Compensation Committee of the Board of Directors approved the compensation arrangements with: (i) the Company's named executive officers, consisting of Dr. Laxminarayan Bhat, the Company's President and Chief Executive Officer and a director of the Company, and Narayan Prabhu, the Company's Chief Financial Officer, and (ii) Ms. Seema Bhat, the Company's Vice President for Program & Portfolio Management who is the spouse of Dr. Bhat: Base Salary Adjustments: The Compensation Committee approved an increase in Dr. Bhat's base salary to $565,000, Mr. Prabhu's base salary to $330,000, and Ms. Bhat's base salary to $340,000. The increases were effective retroactive to January 1, 2025. 2024 Bonus Determinations: The Compensation Committee approved cash bonus payments in respect of fiscal year 2024, awarding Dr. Bhat a $157,500 bonus, Mr. Prabhu a $79,950 bonus, and Ms. Bhat a $77,500 bonus. 2025 Bonus Target Eligibility: The Compensation Committee set target levels for 2025 bonuses, determining that the following individuals will be eligible to earn discretionary bonuses for fiscal year 2025 on the basis of the following targets: Dr. Bhat, target level of 50% of base salary; Mr. Prabhu, target level of 41% of base salary; and Ms. Bhat, target level of 32% of base salary; in each case, subject to the satisfaction of certain subjective and/or objective criteria established and approved by the Compensation Committee. Option Grants: The Compensation Committee approved the following option grants, each of which has an exercise price of $1.80 per share, the closing price of the Company's common stock as reported on The Nasdaq Capital Market on February 13, 2025 in accordance with the terms of the Company's 2020 Equity Incentive Plan: Dr. Bhat, option to purchase 519,000 shares of Common Stock; Mr. Prabhu, option to purchase 194,250 shares of Common Stock; and Ms. Bhat, option to purchase 181,500 shares of Common Stock. Each option award is immediately vested as to approximately 42% of the shares subject thereto on the Grant Date, and will vest as to the remainder of the shares subject thereto in specified monthly installments over the period from March 2025 through December 2027. About Reviva Pharmaceuticals Holdings Cupertino, Calif.-based Reviva Pharmaceuticals Holdings, Inc. is a late-stage biopharmaceutical company that discovers, develops, and seeks to commercialize next-generation therapeutics for diseases representing unmet medical needs and burdens to society, patients, and their families. Going Concern The Company's current cash on hand is not sufficient to satisfy its operating cash needs for the 12 months from the filing its Quarterly Report on Form 10-Q for the period ended June 30, 2024. The Company believes that it has adequate cash on hand to cover anticipated outlays into the third quarter of fiscal year 2024 but will need additional fundraising activities and cash on hand during the third quarter of fiscal year 2024. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern for a period of one year after the date the financial statements are issued. The Company will seek to fund its operations through public or private equity or debt financings or other sources, which may include collaborations with third parties. In May 2024, the Company raised capital through a registered financial offering. Adequate additional financing may not be available to the Company on acceptable terms, or at all. Should the Company be unable to raise sufficient additional capital, the Company may be required to undertake cost-cutting measures, including delaying or discontinuing certain clinical activities. As of June 30, 2024, Reviva had $8.1 million in total assets, $14.1 million in total liabilities, and $6.04 million in total stockholders' deficit. RICHMOND TELEMATICS: Gets Interim OK to Use Cash Collateral ----------------------------------------------------------- Richmond Telematics, Inc. received interim approval from the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, to use cash collateral until April 1. The Debtor needs to use cash collateral to satisfy payroll obligations, to obtain supplies, to pay suppliers and vendors, to maintain insurance coverage, to pay taxes, and to make other payments essential to the continued management, operation, and preservation of the Debtor's business. The Debtor operates a well-established company that provides transmission and vehicle repairs but is now facing foreclosure because of a $50,000 balloon payment that was due in April of 2023 and could not be met. As of the petition date, the Debtor has approximately $8,397 in a deposit account with Space Coast Credit Union. The Debtor's earnings going forward may arguably be subject to creditors' alleged liens. The Debtor proposed to provide the U.S. Small Business Administration, a secured creditor, and those holding inferior interests with replacement liens as protection of their respective secured interests, if any, from any diminution in value of their collateral during the interim period. A copy of the motion is available at https://urlcurt.com/u?l=JPYV1l from PacerMonitor.com. About Richmond Telematics Inc. Richmond Telematics, Inc. is an automotive repair shop specializing in transmission services. It offers a wide range of services including automatic, manual, and continuously variable transmissions, as well as differential, axle, driveshaft, and suspension repairs. Richmond Telematics filed Chapter 11 petition (Bankr. M.D. Fla. Case No. 25-00907) on February 18, 2025, listing $1,216,440 in assets and $1,614,121 in liabilities. Christine Fernandez, president of Richmond Telematics, signed the petition. Judge Lori V. Vaughan oversees the case. Jeffrey S. Ainsworth, Esq., at Branson Law, PLLC, represents the Debtor as bankruptcy counsel. RITHUM HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B-' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed its 'B-' issuer credit rating and all issue-level ratings on cloud-based e-commerce solutions provider Rithum Holdings Inc. The stable outlook reflects our expectation for positive FOCF annually, with sufficient liquidity over the next 12 months to withstand a modest decline in consumer spending if needed. Drop-ship strength will continue to keep operations afloat amid continued churn in multichannel commerce. S&P said, "Rithum's drop-ship revenue increased well above our expectations in 2024, at 13% year over year, largely because of a price increase in April as well as the roll-off of remaining Bed Bath & Beyond headwinds. While we acknowledge the benefit of signing one of its largest customers, Home Depot, to a new multiyear contract at the end of 2024, our 2025 forecast for retailer growth remains more modest in the high-single-digit percentage area due to uncertainty surrounding tariffs and their potential constraint on consumer spending. We expect churn to persist in Rithum's multichannel commerce business but improve gradually, leading to segment revenue declines of about 5% in 2025. Over the long term, we believe Rithum's strategy to focus on its larger and more profitable enterprise clients will bode well for its return to multichannel commerce growth in the back half of 2026 and into 2027." Rithum's margin profile will benefit from a more favorable revenue mix shift and additional planned cost cuts this year, which will lead to FOCF of at least $10 million in 2025. The company has realized all expected cost synergies from its Channel Advisor acquisition in 2022, which resulted in a leaner cost structure with operating leverage as its more profitable drop-ship business scales. S&P said, "Overall, results have underperformed our initial expectations, but we believe Rithum has improved operating performance meaningfully over the last 12 months, with EBITDA margin growth of more than 600 basis points (bps) in 2024. S&P Global Ratings-adjusted EBITDA margins will benefit further this year from an additional $7.7 million in cost savings that were already enacted this year. As a result, we anticipate EBITDA margin expansion of roughly 300 bps in 2025 to above 40%. Cash flow in 2025 will benefit from EBITDA growth and lower interest rates based on our forecast for an average SOFR more than 100 bps lower than in 2024. In addition, the company entered two separate interest rate swaps at the end of 2024, which effectively hedged 60% of its outstanding debt through 2026. Lower effective interest rates combined with improved working capital management will result in a more favorable cash flow profile over the next two years. We expect FOCF of over $10 million in 2025 and over $20 million in 2026." Liquidity will remain sufficient to cover fixed charges, even as Rithum continues to navigate churn in its multichannel commerce business. After generating positive FOCF for the year, Rithum ended 2024 with about $60 million in total long-term liquidity sources available ($19 million cash and $42 million under its extended revolver as of Dec. 31, 2024). S&P said, "Under our updated forecast, we believe that liquidity troughed in the fourth quarter, just before the most recent holiday shopping season. We now expect an improved liquidity position as the company expands in 2025 and 2026." E-commerce tailwinds will continue, partially offsetting challenges from tariffs or a weakening consumer. One of Rithum's largest customers recently reported 13.6% e-commerce revenue growth year over year for January (compared to 7.5% total growth), providing some confidence that general tailwinds in e-commerce have continued at the start of 2025. In addition, Rithum's price increase will likely provide a growth opportunity this year as it is enacted over to the rest of the customer base, even if order volumes and/or gross merchandise value processed do not increase. Tariffs coming to fruition is a near-term risk and provides material headwinds for an already stretched consumer. Rithum's largest retailer customers have exposure to tariffs in general but the extent that the company's drop-ship sales are exposed is uncertain. S&P Global Ratings believes there is a high degree of unpredictability around policy implementation by the U.S. administration and possible responses--specifically in regard to tariffs--and the potential effect on economies, supply chains, and credit conditions around the world. As a result, S&P's baseline forecasts carry a significant amount of uncertainty. As situations evolve, it will gauge the macro and credit materiality of potential and actual policy shifts and reassess its guidance accordingly. The stable outlook reflects S&P's expectation that Rithum will generate positive FOCF annually, with sufficient liquidity over the next 12 months to withstand a modest decline in consumer spending. S&P could lower the rating if: -- A deterioration in operating performance or unforeseen liquidity pressures lead to sustained FOCF deficits; or -- S&P concludes the capital structure is unsustainable. -- This scenario could include large debt-financed dividends, weak revenue contributions from new customers, high customer attrition from increased competitive intensity, or declining margins. While unlikely over the next year, S&P could raise the rating if: -- The company's scale improves materially, through higher transaction volumes or new customer wins; and -- S&P expects it to sustain S&P Global Ratings-adjusted FOCF to debt in the mid- to high-single-digit percent area. ROCK 51: Seeks to Tap Goldberg Weprin Finkel as Bankruptcy Counsel ------------------------------------------------------------------ Rock 51 LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Goldberg Weprin Finkel Goldstein LLP as counsel. The firm will render these services: (a) provide the Debtor with all necessary representation in connection with this Chapter 11 case; (b) represent the Debtor in all proceedings before the U.S. Bankruptcy Court and the Office of the U.S. Trustee; (c) review, prepare, and file all necessary legal papers as required in the Chapter 11 case; and (d) provide all other legal services. The hourly rates of the firm's counsel and staff are as follows: Partners $605 to 785 Associates $380 to $560 Paralegal $85 to $120 The firm received a retainer of $25,000 from the Debtor. Kevin Nash, Esq., a member at Goldberg Weprin Finkel Goldstein, 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: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 125 Park Avenue, 12th Floor New York, NY 10017 Telephone: (212) 221-5700 Email: knash@gwfglaw.com About Rock 51 LLC Rock 51 LLC is a limited liability company. Rock 51 LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.: 25-10034) on January 12, 2025. In its petition, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Michael E. Wiles handles the case. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, represents the Debtor as counsel. RYKIN PUMP: Hires Kirk Strahan Realty LLC as Real Estate Agent -------------------------------------------------------------- Rykin Pump Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Kirk Strahan Realty LLC as real estate agent. The firm will market and sell the properties of the Debtor located at: a. 2333 N Jackson Ave., City of Odessa, Ector County, TX; b. 2335 N Jackson Ave., City of Odessa, Ector County; c. 2500 N Jackson Ave., City of Odessa, Ector County; d. 2508 N Jackson Ave., City of Odessa, Ector County; e. 2514 N Jackson Ave., City of Odessa, Ector County. The firm will be paid a commission of 6 percent of the gross sales. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven Strahan, a partner at Kirk Strahan Realty LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven Strahan Kirk Strahan Realty LLC 3915 Tanglewood Lane Odessa, TX 79762 Tel: (432) 366-5475 Email: kirk@kirkstrahanrealty.com About Rykin Pump Company, Inc. 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. SABRE INDUSTRIES: S&P Upgrades ICR to 'B', Outlook Stable --------------------------------------------------------- S&P Global Ratings raised its issuer credit ratings on Sabre Industries Inc. to 'B' from 'B-'. At the same time, S&P raised its issue-level rating on the company's senior secured debt facilities to 'B' from 'B-'. The stable outlook on Sabre indicates its view that credit measures contain sufficient cushion, even if less favorable business conditions lead to some earnings' compression. S&P said, "We believe Sabre's improved credit quality reflects its ability to de-lever such that adjusted leverage is sustained at about 5x versus our prior expectation of about 7x. We expect Sabre to end fiscal 2025 with 3%-5% higher revenues, 20% higher adjusted earnings, resulting in about 300 basis points (bps) higher adjusted EBITDA margins when compared to fiscal 2024. We believe favorable price realization, operating efficiencies, as well as improved sales' volumes have all resulted in earnings growth and adjusted EBITDA margin improvement over the past 12-24 months, which we view as sustainable. For instance, adjusted earnings as well as adjusted EBITDA margin expectations for fiscal 2025 are over 40% and at least 600 bps higher when compared to fiscal 2023. This substantial improvement, combined with the company's debt-reduction efforts using free cash have resulted in adjusted leverage improving to the 4.5x-5x range. These metrics are about 2x lower than our previous expectation of about 7x. Furthermore, we believe somewhat challenging business conditions over the next 12 months could possibly cause some earnings and margins compression; however, we believe the company can still sustain credit measures commensurate with the higher rating, specifically adjusted leverage at about 5x. "We believe Sabre's products benefit from long-term favorable growth drivers of infrastructure demand, that drives volumes even during difficult business conditions. Sabre's favorable and growing order backlogs provide confidence and better visibility regarding revenue and earnings over the next few years. Despite generally challenging macroeconomic and business conditions, we believe demand for Sabre's products is somewhat resilient and continues to benefit from ongoing investments around infrastructure projects for grid hardening, 5G network buildout, and green energy projects. The company's long-standing customer relationships with large utility and telecom providers positions it well to benefit from these investments and thus provides better predictability for future revenue. "We expect the company to generate healthy free cash and liquidity to remain adequate. We expect solid earnings to continue to drive strong cash generation. Furthermore, we expect reduced interest costs from capital cost optimization efforts over the past 12 months will likely further help operating cash flows. Combined with modest capital expenditures, this will likely result in free cash that could be used toward upcoming debt maturities, inorganic growth, or shareholder returns. The company's debt maturities over the next year or so include the company's revolving credit facility due June 2026. We believe the company would have sufficient cash flows to repay them at maturity, absent refinancing. We also expect the company to remain prudent while making financial policy decisions, particularly regarding acquisitions and/or shareholder returns, such that its credit measures remain within the improved thresholds. "The stable outlook on Sabre Industries reflects our expectation that the company will maintain adjusted leverage of about 5x and EBITDA interest coverage of at least 2x over the next 12 months. We expect the company to maintain these credit measures even as macroeconomic and operating conditions remain difficult." Though less likely, S&P could lower its ratings on Sabre within the next year if: -- Adjusted earnings declined by over 35%, such that S&P Global Ratings-adjusted leverage rises above 7x and EBITDA interest coverage declines closer to 1.5x, with little prospect of a rapid recovery. Such a scenario could occur in case of a severe downturn drastically reducing demand for the company's products or higher-than-expected cost inflation that could not be passed on compresses adjusted EBITDA margins by more than 550 bps; or -- Management undertakes a more aggressive financial policy, including pursuing large debt-financed acquisitions and/or shareholder returns, which weaken credit measures. Although highly unlikely given the company's ownership by a private equity firm, S&P would upgrade Sabre if: -- Adjusted debt to EBITDA improves to well below 5x and we view those levels can be sustained through most market conditions; and -- Financial sponsor demonstrates commitment to this level for multiple years. SANTIS & ARGENTA: Unsecureds Will Get 32.63% via Quarterly Payments ------------------------------------------------------------------- Santis & Argenta, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement describing Plan of Reorganization for Small Business dated February 18, 2025. The Debtor, a Florida corporation, was founded in September 2016 as LVM Painting, LLC. In November 2022 Debtor changed its name to Santis & Argenta LLC. It is in the business of cabinet fabrication and is located at 3675 NW 19th Street, Fort Lauderdale, Florida 33311. The Plan is a five-year plan and consists of two priority tax claims and eight classes, all of which are impaired. Seven of the classes are secured and there are agreed orders as to plan treatment for four classes. The unsecured class contains 15 claims totaling $245,210.02. They will receive a pro rata distribution of 32.63% or a total of $80,000.00 in 16 quarterly payments. The IRS holds a small priority claim for $3,202.20 and an unsecured claim of $1,606.53. The Florida Department of Revenue holds a priority tax claim for sale tax in the amount of $111.25. At the time of filing in Chapter 11, all of Debtor's seven loans for equipment and vehicles were in default. Through the use of Motions to Value and negotiations with four lenders, the return to lenders of two pieces of equipment, and the failure of the remaining three secured creditors to appear or respond in the bankruptcy, Debtor has been able to reduce the outstanding secured debt being paid under the Plan, by a total of $125,000.00 or 38%. The Plan treatment for each secured creditor also, just as importantly as reducing the debt amount, brings each loan, which was severally delinquent, current. The Plan reduces the payment required for the 15 unsecured creditors by some 67% down to a dividend of 32.63%. Class 8 consists of General Unsecured Creditors. The total amount of the Allowed Unsecured Claims included in Class 8 is $245,210.02 with no insiders receiving payment. The plan distribution of $80,000.00 representing approximately 32.63% of each Allowed Unsecured Claim, will be made in sixteen quarterly payments of $5,000.00 each, commencing in month 13 of the Plan. This Class is impaired. Payments and distributions under the Plan will be funded by income generated from the revenues received from the Debtor's cabinet fabrication business. A full-text copy of the Disclosure Statement dated February 18, 2025 is available at https://urlcurt.com/u?l=pz4a2g from PacerMonitor.com at no charge. Counsel to the Debtor: Chad T. Van Horn, Esq. Van Horn Law Group, PA 500 NE 4th Street, Suite 200 Fort Lauderdale, FL 33301 Telephone: (561) 621-1360 Email: info@cvhlawgroup.com About Santis & Argenta Santis & Argenta, LLC is in the business of cabinet fabrication and is located at 3675 NW 19th Street, Fort Lauderdale, Florida 33311. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-13236) on April 3, 2024. In the petition signed by Andrey Argenta, president, the Debtor disclosed under $1 million in both assets and liabilities. Judge Scott M. Grossman oversees the case. Chad T. Van Horn, Esq., at Van Horn Law Group, PA, is the Debtor's bankruptcy counsel. SCHILLER PARK: Seeks to Use Cash Collateral ------------------------------------------- Schiller Park Hospitality, LLC asked the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, for authority to use the cash collateral of CRE Bridge Capital, LLC. The Debtor had previously entered into a loan agreement with the Lender, but defaulted on the loan after it matured on January 20, 2025. The Debtor seeks to use the Lender's cash collateral to continue its operations, grant adequate protection to the Lender, modify the automatic stay, and approve the proposed budget for expenses. The Debtor's use of cash collateral is critical for maintaining its operations, including paying immediate liabilities like wages and taxes. In exchange for using the cash collateral, the Debtor proposes granting the Lender adequate protection, including replacement liens, an adequate protection fee, monthly interest payments, and other protective measures to safeguard the Lender's interests. The Debtor argues that without access to the cash collateral, it would be unable to reorganize and might face liquidation. A hearing on the matter is set for March 12. A copy of the motion is available at https://urlcurt.com/u?l=5vlCMJ from PacerMonitor.com. About Schiller Park Hospitality Schiller Park Hospitality, LLC, a company in Skokie, Ill., filed Chapter 11 petition (Bankr. N.D. Ill. Case No. 25-01447) on January 30, 2025, listing between $10 million and $50 million in both assets and liabilities. The petition was signed by Amin Amdani as managing member. Judge David D Cleary oversees the case. The Debtor is represented by Paul M. Bach, Esq., at Bach Law Offices. CRE Bridge Capital, LLC, as lender, is represented by: Harold D. Israel, Esq. Levenfeld Pearlstein, LLC 120 S. Riverside Plaza, Suite 1800 Chicago IL 60606 Phone: +1 312 476 7573 Email: hisrael@lplegal.com SEAQUEST HOLDINGS: Gets OK to Use Cash Collateral Until April 19 ---------------------------------------------------------------- Matt McKinlay, Chapter 11 trustee for Seaquest Holdings, LLC, received interim approval from the U.S. Bankruptcy Court for the District of Idaho to use cash collateral until April 19. The trustee needs to use cash collateral to continue operations, including paying staff and necessary expenses like veterinary care and animal feed. Finwise Bank, the U.S. Small Business Administration and Jeff Cox assert a security interests in the Debtor's cash collateral. The secured Creditors have claims on the Debtor's assets, with Finwise holding a lien on specific equipment and inventory, Cox on all the Debtor's assets, and the SBA on personal property. The Trustee has estimated the collateral's value to be approximately $192,000. As protection, secured creditors will be granted liens on all post-petition cash collateral to the same extent and with the same priority as their pre-bankruptcy liens. The next hearing is set for March 28. About SeaQuest Holdings LLC SeaQuest Holdings, LLC better known as SeaQuest, is an interactive marine, exotic mammal, and bird/reptile life attraction chain. Guests are encouraged to connect with animals and learn about their ecosystems through various hands-on activities which include hand-feeding sharks, stingrays, birds, and tropical animals. SeaQuest offers a private event venue ideal for school field trips, birthday parties, and more. SeaQuest Holdings sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Idaho Case No. 24-00803) on December 2, 2024, with total assets of $659,473 and total liabilities of $16,653,877. Aaron Neilsen, chief executive officer of SeaQuest Holdings, signed the petition. Judge Benjamin P. Hursh handles the case. The Debtor is represented by Matthew T. Christensen, Esq. atJohnson May, PLLC. Finwise Bank, as lender, is represented by: Jaren Wieland, Esq. MOONEY WIELAND WARREN 512 W. Idaho St., Ste. 103 Boise, ID 83702 Tel: 208.401.9219 Fax: 888.234.8543 Email: jaren.wieland.service@mooneywieland.com. SGZ GROUP: Unsecureds Will Get 10% of Claims over 60 Months ----------------------------------------------------------- SGZ Group, Inc., d/b/a Kendall Press, filed with the U.S. Bankruptcy Court for the District of Massachusetts a Subchapter V Plan of Reorganization dated February 17, 2025. SGZ was founded in 2017 by its owners, Edward and Kathryn Christopher, in order to purchase Kendall Press, a commercial print and sign shop founded in 1986 in the Kendall Square neighborhood of Cambridge. Now located in East Boston, Kendall Press has evolved into a full service content production company, producing high quality printed and digital media in support of marketing, sales and experiential initiatives. A downturn in business, coupled with increasing secured debt, including a $300,000 EIDL loan needed to carry the business through the pandemic, has led the Debtor to seek Chapter 11 relief. Under the Plan: (i) the Allowed Secured Claim of Customers Bank will be reduced the $300,000, based on the value of the Bank's collateral, and paid over seven years; (ii) Allowed Administrative and Priority Claims, if any, will be paid in full on the Effective Date or as otherwise agreed upon; (iii) the priority tax claim of the Massachusetts Department of Revenue will be paid in full over the life of the Plan; (iv) the Debtor's commercial real estate lease and vehicle lease will be cured on the Effective Date and assumed; and (v) a fair dividend will be paid to General Unsecured Claimants over a period of sixty months from the Effective Date, which will equal at least 10 percent of the total Allowed general unsecured claims. Class 5 is comprised of all holders of Allowed general unsecured claims against the Debtor. Based upon the proofs of claim that have been filed and the Debtor's Schedules, there is approximately $983,601 in Class 5 claims. This amount includes the unsecured Claims of Customers Bank, the SBA and Celtic Bank. Class 5 is impaired. Based on the Budget, in full and complete settlement, satisfaction and release of all Allowed Class 4 Claims, each holder of an Allowed Class 5 Claim shall receive at least the Debtor's projected net disposable income over the five-year period following the Effective Date, which amount shall be no less than $93,522. Payments will be made in twenty quarterly installments beginning in the third quarter of 2025. Although the Budget projects that the total distribution to Class 5 Claimants would be approximately 9.5 percent of such Allowed Class 5 Claims, the Debtor shall pay Allowed Class 5 Claims a dividend of 10 percent of such Allowed Claims. Class 6 consists of Equity Interests. Edward and Kathryn Christopher, who are currently the equity interest holders of the Debtor, shall receive no distribution under the Plan on account of such interests, but will retain their equity interests. Class 6 is unimpaired. Upon the entry of a Confirmation Order confirming this Plan, the Reorganized Debtor shall be deemed authorized, without further order of the Bankruptcy Court, to take any and all actions and to execute any and all documents which the Reorganized Debtor reasonably believe are necessary or appropriate to carry out the purposes and intent of this Plan. The Plan will be funded from the proceeds of the Cash Carve-Out and the Debtor's future earnings and income. Upon the Effective Date, the Debtor is authorized to take all action permitted by law, including, without limitation, to use its cash and other assets for all purposes provided for in the Plan and in its business operations, and to borrow funds and to transfer funds for any legitimate purpose. A full-text copy of the Subchapter V Plan dated February 17, 2025 is available at https://urlcurt.com/u?l=IARDVD from PacerMonitor.com at no charge. About SGZ Group Inc. SGZ Group Inc., doing business as Kendall Press, was founded in Kendall Square, Cambridge, MA in 1986 as a commercial print and sign company serving the Boston and Cambridge community. Today, the company has evolved to become a full-service content production company delivering printed and digital media in support of marketing, sales, and experiential initiatives to leading businesses in the Boston region and beyond. SGZ Group sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-12330) on November 20, 2024, with total assets of $351,334 and total liabilities of $1,397,764. J. Edward Christopher, president of SGZ Group, signed the petition. Judge Janet E. Bostwick oversees the case. The Debtor is represented by: David B. Madoff, Esq. Madoff & Khoury, LLP 124 Washington Street, Suite 202 Foxborough, MA 02035 Tel: 508-543-0040 Fax: 508-543-0020 Email: alston@mandkllp.com SHILOH HOMECARE: Lender Seeks to Prohibit Cash Collateral Access ---------------------------------------------------------------- CIBC Bank USA asked the U.S. Bankruptcy Court for the Middle District of Pennsylvania to prohibit Shiloh Homecare Corporation from using cash collateral nunc pro tunc to the commencement of the Chapter 11 case. Prior to Shiloh's bankruptcy filing, CIBC extended a loan in the amount of $1.920 million to the company, as evidenced by a loan and security agreement dated March 19, 2018. As of the petition date, Shiloh was indebted to the bank in the aggregate principal balance of $1.023 million. The indebtedness does not include attorneys' fees and expenses, interest from the petition date or any other charges, which may be due, owing and recoverable under the loan documents. CIBC said it has not consented to the Debtor's use of cash collateral. However, the Debtor has been using and collecting cash collateral since the commencement of its bankruptcy case. A hearing on the matter is set for March 11. Objections are due by March 4. A copy of the motion is available at https://urlcurt.com/u?l=u31Yd9 from PacerMonitor.com. About Shiloh Homecare Corporation Shiloh Homecare Corporation operates as ComForCare Home Care in York, Pa., and provides in-home healthcare services including personal care, dementia care, and private duty nursing. It serves multiple communities throughout the region. Shiloh Homecare Corporation sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 25-00122) on January 17, 2025, listing between $1 million and $10 million in both assets and liabilities. Judge Henry W. Van Eck handles the case. The Debtor is represented by Lawrence V. Young, Esq. at CGA Law Firm. CIBC Bank USA, as lender, is represented by: Justin L. McCall, Esq. McGrath McCall, PC Four Gateway Center, Suite 1340 444 Liberty Avenue Pittsburgh, PA 15222 Email: jmccall@lenderlaw.com SINCLAIR TELEVISION: Moody's Affirms 'B3' CFR, Outlook Negative --------------------------------------------------------------- Moody's Ratings affirmed Sinclair Television Group, Inc.'s ("STG," the "company" or the "borrower") B3 corporate family rating and Caa1-PD probability of default rating. Moody's also appended the "/LD" designation to the Caa1-PD PDR (now Caa1-PD/LD) following completion of several distressed debt exchanges with existing lenders to extend debt maturities as disclosed in the recent Form 8-K filing [1] of STG's ultimate parent, Sinclair Inc. ("Sinclair"). The "/LD" component will be removed in about three business days. The exchanges in aggregate (including several discounted debt repurchases), which are considered a "limited default" under Moody's definitions, represented roughly 56% of STG's total outstanding debt obligations as of December 31, 2024. STG's SGL-3 Speculative Grade Liquidity rating remains unchanged. The outlook is negative. In connection with this rating action, Moody's affirmed the: (i) B2 ratings on STG's $1.43 billion 8.125% backed first-out first-lien senior secured notes due February 2033 and $575 million backed first-out first-lien senior secured RCF due February 2030; (ii) B3 ratings on the $711.4 million backed second-out first-lien extended term loan B-6 due December 2029 (the "TLB-6"), $731.25 million backed second-out first-lien extended term loan B-7 due December 2030 (the "TLB-7") and 4.375% $267.2 million second-out first-lien senior secured exchanged notes due December 2032 (the "2032 Second-Out 1L Notes"); and (iii) Caa3 ratings on the existing $170 million outstanding 5.125% senior unsecured notes due February 2027 (previously $274 million outstanding, of which $104 million was purchased at a price of 97 of face value) and $485 million outstanding 5.5% senior unsecured notes due March 2030. Moody's withdrew the B3 ratings on the $1.175 billion outstanding backed senior secured term loan B-2 due September 2026 (the "TLB-2") and $731.25 million outstanding backed senior secured term loan B-4 due April 2029 (the "TLB-4") given that these obligations were fully extinguished as part of the exchange transactions. With respect to pre-existing debt obligations that did not participate in the debt exchanges, Moody's downgraded the remaining $2.63 million outstanding backed senior secured term loan B-3 due April 2028 (the "TLB-3"), $37.5 million backed senior secured revolving credit facility (RCF) due December 2025 (the "2025 RCF tranche") and $37.5 million backed senior secured RCF due April 2027 (the "2027 RCF tranche") to Caa2 from B3 (commitments were downsized from $612.5 million originally) given that these debts have transitioned to a third-lien creditor class post-exchange. Moody's also downgraded the remaining $6.6 million outstanding 4.125% senior secured notes due December 2030 (the "2030 Secured Notes") to Caa3 from B3 given that this obligation transitioned to an unsecured creditor class. Governance risk considerations were a key driver of the rating action reflecting STG's distressed exchange transactions. RATINGS RATIONALE The affirmation of STG's B3 CFR reflects the company's somewhat aggressive financial policy characterized by a tolerance for high leverage (total debt to 2-year average EBITDA was 6x at LTM September 30, 2024) and shareholder-friendly activities, evinced by the G-5 governance score, at a time when the operating model was experiencing accelerating secular pressures over the past four years. The focus on shareholder priorities is evidenced by a history of distributions upstreamed to Sinclair to help fund share repurchases and dividend payments at that entity, as well as the 2023 transfer of EBITDA generating assets from the restricted lender group to an unrestricted subsidiary of Sinclair named Ventures, essentially reducing the collateral pool of existing lenders. Moody's expects future asset transfers to be meaningfully restricted as a result of customary J.Crew, Serta and Chewy asset transfer protections included in the new credit agreement and bond indentures associated with the refinancings. While Sinclair's share repurchases have ceased or moderated in recent periods, the preference to deploy cash flow to return capital to shareholders rather than meaningfully repay debt to reduce leverage also weighs on the ratings. STG's revenue model benefits from a mix of recurring retransmission fees that historically helped to offset the inherent volatility of traditional advertising revenue. Over the next several years, however, Moody's expects retransmission revenue will continue to experience pressure as the rate of traditional subscriber losses outpaces annual fee increases, which constrains the rating. In even numbered years, revenue benefits from material political advertising spend, especially during presidential election years, which can mask pressure in retransmission revenue, but also boosts EBITDA. During election years, STG generates good operating cash flow, which declines during non-election years. The ratings are supported by STG's established brand, scale and significant reach. The company is one of the largest US broadcasters with 185 owned and/or operated television stations in 86 markets broadcasting 638 channels. Around 50%+ of STG's news operations rank #1 or #2 in their respective markets. However, the credit profile is negatively impacted by the industry's ongoing structural decline in linear TV core advertising as non-political TV advertising budgets continue to erode in favor of digital media. Moody's expects STG's linear TV core ad revenue will continue to be pressured, which could worsen during periods of weak CPM (cost per thousand impressions) pricing, depressed TV ratings, deteriorating macroeconomic conditions and/or displacement during election years. To offset these challenges and diversify its operations, STG has invested in new technologies (i.e., NextGen TV broadcast), businesses (i.e., Ventures) and over-the-top (OTT) distribution, however this burdens cash flows and creates operational risk in the short-term until these assets become profitable and can contribute meaningfully to EBITDA. The negative outlook reflects the structural and secular pressures in STG's business, coupled with the debt exchange transactions and Moody's views that the company's credit metrics are weakly positioned within the B3 CFR. While 2024's political advertising revenue will boost EBITDA, Moody's expects leverage will rise to 6x-7x over the rating horizon due to stalled growth in core advertising and net retransmission revenue, and continuing 2-year average EBITDA declines (leverage metrics are Moody's adjusted on a two-year average EBITDA basis). Given the continuing pressures in the TV broadcast industry, which heighten operating challenges resulting in low growth in STG's core revenue, lower-than-expected EBITDA could lead to downside risk to Moody's leverage forecast. Since 80% of the company's multichannel video programming distributor (MVPD) contracts were renewed in 2024, Moody's expects net retransmission growth over the next two years will be flat to down driven by mid-to-high single digit percentage subscriber declines (comprising traditional MVPDs and vMVPDs) that will exceed annual contractual escalators. Moody's expects STG will maintain adequate liquidity over the next 12-18 months, as reflected in the SGL-3 Speculative Grade Liquidity rating. At LTM September 30, 2024, FCF totaled around -$51 million (Moody's adjusted, defined as cash flow from operations less capex less dividend distributions), cash and cash equivalents were $202 million. The new $575 million first-out first-lien RCF replaced $575 million of commitments under the old $612.5 million RCF tranche maturing April 2027. Hence, the $612.5 million RCF was downsized to $37.5 million. This remaining $37.5 million RCF commitment due April 2027 and the pre-existing $37.5 million commitment under the RCF tranche maturing December 2025 both transitioned to a third-lien position. While Moody's expects the new $575 million RCF and pre-existing $75 million RCF tranches will remain mostly undrawn over the next 12 months, STG Moody's assumes some draws will occur to fund seasonal cash outlays given that Moody's expects negative FCF this year. Excluding the company's one-time $347 million Diamond Sports litigation settlement paid in Q2 2024 (which was classified as a distribution), FCF was positive $296 million at LTM September 30, 2024. In FY 2024 (presidential election year), Moody's forecast FCF of around $0 to -$45 million inclusive of the settlement payment or $310 to $350 million excluding it. In FY 2025 (non-election year), Moody's projects FCF of -$130 to -$190 million due to a one-time cash tax payment associated with the Diamond Sports bankruptcy exit or -$10 to -$70 million excluding it. STRUCTURAL CONSIDERATIONS The B2 ratings on the new 8.125% first-out first-lien senior secured notes and first-out first-lien RCF are one notch above the B3 CFR to reflect their super-priority position and priming feature ahead of other secured debts in the capital structure. The first-out first-lien debt obligations contractually subordinate the prepayment and collateral rights of the second-out first-lien senior secured debtholders and second-lien secured noteholders that participated in the exchanges as well as those debtholders that did participate, and have become either third-lien secured debtholders or unsecured debtholders. The B2 ratings on the first-out first-lien debt obligations are two notches lower than the implied outcome under Moody's Loss Given Default (LGD) framework to better reflect Moody's views of the ultimate recovery in a default scenario based on an estimated value of the assets relative to the rank and size of these claims in the capital structure given the continuing structural and secular pressures in STG's core revenue. The B3 ratings on the new second-out first lien senior secured term loans TLB-6 and TLB-7, and 2032 Second-Out 1L Notes, reflect their effective subordination behind the first-out first-lien debt obligations. The ratings also reflect the diminished collateral available to them since the existing collateral pool will now be shared with and prioritized to the super-priority first-out first-lien senior secured debtholders. The Caa2 ratings on the new second-lien secured notes and the remaining TLB-3 tranche, 2025 RCF tranche and 2027 RCF tranche (collectively a third-lien creditor class) reflect the meaningfully reduced collateral pool that now must be shared with and prioritized first to the super-priority first-out first-lien senior secured debtholders and next to the second-out first-lien senior secured debtholders. Given the less than adequate asset coverage relative to total secured debt, the rating also considers the potential low anticipated recovery in a distressed scenario for this debt class. The Caa3 ratings on the existing senior unsecured notes and remaining 2030 Secured Notes are one notch lower than the implied outcome under Moody's LGD framework to reflect the very low anticipated recovery in a distressed scenario given their unsecured junior position relative to a sizeable amount of first-lien, second-lien and third-lien debt ahead of them. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS While unlikely near-term given the structural and secular industry pressures, over the longer-term ratings could be upgraded if STG sustains leverage comfortably well below 5x (Moody's adjusted on a two-year average EBTIDA basis) and FCF to debt above 6% (Moody's adjusted on a two-year average FCF basis). STG would also need to: (i) exhibit organic revenue growth and stable-to-improving EBITDA margins on a two-year average basis; (ii) adhere to conservative financial policies; and (iii) maintain at least good liquidity. Ratings could be downgraded if STG's leverage was sustained above 6x (Moody's adjusted on a two-year average EBITDA basis) as a result of weak operating performance or more aggressive financial policies. A downgrade could also arise if FCF to debt was sustained below 2% (Moody's adjusted on a two-year average FCF basis), or STG experienced deterioration in liquidity or covenant compliance weakness. To the extent Moody's believes there is risk of another balance sheet restructuring and/or distressed exchange transaction in the future, this could also result in a ratings downgrade. Sinclair Television Group, Inc., headquartered in Hunt Valley, MD and founded in 1986, is a leading US television broadcaster. With 185 owned and/or operated television stations in 86 markets across the US, the station group reaches around 25% of the US population taking into account the UHF discount (38% coverage without). STG's net revenue at LTM September 30, 2024 was $3 billion. The principal methodology used in these ratings was Media published in June 2021. SMITH ENVIRONMENTAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Smith Environmental and Engineering, Inc. 250 Perry Lane Dacono, CO 80514 Business Description: Smith Environmental and Engineering is a woman-owned consulting firm that provides comprehensive environmental services, specializing in ecological sciences, environmental engineering, and construction. With over 24 years of experience, the Company offers tailored solutions for environmental management, hazardous materials, and cultural resource projects across various industries. Chapter 11 Petition Date: February 28, 2025 Court: United States Bankruptcy Court District of Colorado Case No.: 25-11042 Judge: Hon. Michael E Romero Debtor's Counsel: David J. Warner, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street Suite 200 Littleton, CO 80120 Tel: 303-296-1999 E-mail: dwarner@wgwc-law.com Total Assets: $1,486,401 Total Liabilities: $2,975,603 The petition was signed by Peter L. Smith as vice 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/IMWJT3A/Smith_Environmental_and_Engineering__cobke-25-11042__0001.0.pdf?mcid=tGE4TAMA SOLID BIOSCIENCES: R. Debbane, Others Hold 9.4% Equity Stake ------------------------------------------------------------ Invus Public Equities, L.P., Invus Public Equities Advisors, LLC, Invus Global Management, LLC, and Siren, L.L.C. disclosed in a Schedule 13G filing with the U.S. Securities and Exchange Commission that as of December 31, 2024, they beneficially own 3,265,927 shares of Solid Biosciences, Inc.'s common stock representing 8.2% of the Company's outstanding shares of stock. Avicenna Life Sci Master Fund LP, Avicenna Life Sci Master GP LLC, and Ulys, L.L.C., also disclosed that as of December 31, 2024, they beneficially own 483,114 shares of the Company's common stock representing 1.2% of the Company's outstanding shares of stock. Raymond Debbane also disclosed that as of December 31, 2024, he beneficially owns 3,749,041 shares of the Company's common stock representing 9.4% of the Company's outstanding shares of stock. About Solid Biosciences Charlestown, Mass.-based Solid Biosciences, Inc. is a life sciences company focused on advancing a portfolio of current and future gene therapy candidates, including SGT-003 for the treatment of Duchenne muscular dystrophy, SGT-501 for the treatment of catecholaminergic polymorphic ventricular tachycardia, and additional assets for the treatment of cardiac and other diseases, at different stages of development with varying levels of investment. As of September 30, 2024, the Company had $211.8 million in total assets, $44.8 million in total liabilities, and $167 million in total stockholders' equity. The Company has evaluated whether there are conditions and events that, considered in the aggregate, raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. As of September 30, 2024, the Company had an accumulated deficit of $740.9 million. The Company expects to continue to generate operating losses for the foreseeable future. Based upon its current operating plan, the Company expects that its cash, cash equivalents and available-for-sale securities of $171.1 million excluding restricted cash of $1.9 million, as of September 30, 2024, will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months from the date of issuance of these condensed consolidated financial statements. However, the Company has based this estimate on assumptions that may prove to be wrong, and its operating plan may change as a result of many factors currently unknown to it. As a result, the Company could deplete its capital resources sooner than it currently expects. The Company expects to finance its future cash needs through a combination of equity offerings, debt financings, collaborations, strategic partnerships and alliances, or licensing arrangements. If the Company is unable to obtain funding, the Company would be forced to delay, reduce or eliminate some or all of its research and development programs, preclinical and clinical testing, or commercialization efforts, which could adversely affect its business prospects. SOUTH REGENCY: Gets Interim OK to Use Cash Collateral ----------------------------------------------------- South Regency Shops, LLC got the green light from the U.S. Bankruptcy Court for the District of Kansas to use the cash collateral of Union Bank and Trust Company. The interim order signed by Judge Dale Somers authorized the company to pay the expenses set forth in its budget, including insurance and taxes, using the bank's cash collateral. South Regency Shops is indebted to Union Bank, which asserts a security interest in and liens on its assets. As protection for the use of its cash collateral, Union Bank will be granted replacement security interests in, and liens on, all property acquired by South Regency Shops after its bankruptcy filing and will receive monthly payments of $4,331.44 beginning this month. In addition, South Regency Shops was ordered to keep the bank's collateral insured. A final hearing is set for March 13. About South Regency Shops LLC South Regency Shops, LLC owns a shopping center situated at 9296 Metcalf Avenue in Overland Park, Kan., with an estimated current value of $810,000. South Regency Shops filed Chapter 11 petition (Bankr. D. Kan. Case No. 25-20140) on February 10, 2025, listing total assets of $817,347 and total liabilities of $2,578,359. Judge Dale L. Somers handles the case. The Debtor is represented by: Colin Gotham, Esq. Evans & Mullinix, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Tel: (913) 962-8700 Fax: (913) 962-8701 Email: cgotham@emlawkc.com SOUTHERN POINT: Hires Fred T. Neely & Company PLLC as Accountant ---------------------------------------------------------------- Southern Point Planting Company LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Fred T. Neely & Company, PLLC as accountant. The firm will provide these services: a. assume primary responsibility for the filing of necessary tax returns; b. prepare financial statements in accordance with the tax basis of accounting and apply accounting and financial reporting expertise to assist the Debtor in the presentation of financial statements; and c. provide other general accountant services as the Debtor may require from time-to-time. The firm will be paid at these rates: Partner $285 per hour Non-Partner $210 per hour Accountant $185 per hour Clerical $75 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Lance Mohamed, a partner at Fred T. Neely & Company, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Lance Mohamed Fred T. Neely & Company, PLLC 111 west Park Avenue PO Box 894 PO Box 842 Greenwood, MS 38935 Tel: (662) 453-7112 Fax: (662) 453-7123 About Southern Point Planting Company LLC 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. SOYUZ MEDIA: Seeks to Hire Law Offices of Alla Kachan as Counsel ---------------------------------------------------------------- Soyuz Media Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Law Offices of Alla Kachan, PC as counsel. The firm will provide these services: (a) assist the Debtor in administering this Chapter 11 case; (b) make such motions or take such action as may be appropriate or necessary under the Bankruptcy Code; (c) represent Debtor in prosecuting adversary proceedings to collect assets of the estate and such other actions as it deem appropriate; (d) take such steps as may be necessary for the Debtor to marshal and protect the estate's assets; (e) negotiate with the Debtor's creditor in formulating a plan of reorganization in this case; (f) draft and prosecute the confirmation of the Debtor's plan of reorganization in this case; and (g) render such additional services as the Debtor may require in this case. The hourly rates of the firm's counsel and staff are as follows: Attorney $475 Clerks/Paraprfessionals $250 In addition, the firm will seek reimbursement for expenses incurred. Alla Kachan, Esq., an attorney at the firm, 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: Alla Kachan, Esq. Law Offices of Alla Kachan, PC 2799 Coey Island Avenue, Suite 202 Brooklyn, NY 11235 Telephone: (718) 513-3145 About Soyuz Media Inc. Soyuz Media Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 25-40074) on January 7, 2025, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Nancy Hershey Lord presides over the case. Alla Kachan, Esq. at Law Offices Of Alla Kachan P.C. represents the Debtor as counsel. SPECIAL EFFECTS: Inks Deal to Use SBA's Cash Collateral ------------------------------------------------------- Special Effects Unlimited, Inc. and the U.S. Small Business Administration entered into a stipulation allowing the company to use the agency's cash collateral. The stipulation, which is subject to court approval, authorizes the company to use SBA's cash collateral until April 30 to pay its expenses. As protection, SBA will receive a replacement lien on all post-petition revenues of the company to the same extent and with the same priority and validity as its pre-bankruptcy lien. The agency will also receive monthly payment of $731, with the first payment to be paid on or before March 6. SBA will be entitled to a super-priority claim over the life of the company's bankruptcy case, which claim will be limited to any diminution in the value of its collateral. A court hearing to approve the stipulation is set for March 19. On May 6, 2020, Special Effects Unlimited took out an SBA COVID Economic Injury Disaster Loan (EIDL) for $150,000. The loan has a 3.75% interest rate and requires monthly payments of $731, beginning 24 months from the loan date, with a 30-year term. The total due on the loan as of the petition date is $174,879.15. The loan must be used solely for working capital to address economic injury caused by the disaster starting January 31, 2020, and to pay UCC filing fees. The loan is secured by a comprehensive range of personal property collateral, including inventory, equipment, accounts receivable, and other tangible and intangible assets. SBA's security interest also covers all products, proceeds, and records associated with these assets. A copy of the stipulation is available at https://urlcurt.com/u?l=ezK8bE from PacerMonitor.com. About Special Effects Unlimited Special Effects Unlimited, Inc. operates as a specialized rental provider of film and entertainment industry effects equipment, including weather effects, wind machines, fog systems, and physical effects equipment. The company maintains operations at 8942 Lankershim Blvd., Sun Valley, Calif., and serves the greater Los Angeles entertainment market. Special Effects Unlimited filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 25-10015) on January 5, 2025, listing between $1 million and $10 million in assets and between $500,000 and $1 million in liabilities. Judge Victoria S. Kaufman handles the case. Marc A. Goldbach, Esq., at Goldbach Law Group represents the Debtor as bankruptcy counsel. SPECIALTY BUILDING: Moody's Alters Outlook on 'B2' CFR to Negative ------------------------------------------------------------------ Moody's Ratings affirmed Specialty Building Products Holdings, LLC's ("SBP") corporate family rating at B2 and probability of default rating at B2-PD. At the same time, Moody's affirmed the B3 ratings on the backed senior secured first lien bank credit facility and backed senior secured first lien notes. The outlook was changed to negative from stable. The negative outlook reflects the company's high leverage above 7x adjusted debt to EBITDA, weak interest coverage of 1.5x EBITA to interest expense, and moderating operating performance as demand remains muted in the single family repair and remodel and new construction end markets. The ratings affirmation reflects Moody's expectation that SBP will maintain good liquidity over the next 12-18 months while also generating positive free cash flow. The affirmation is also supported by SBP having no near term debt maturities. RATINGS RATIONALE SBP's B2 CFR reflects its high pro forma leverage of 7.2x adjusted debt/EBITDA for the last 12 months ended September 30, 2024, which Moody's expects to decline towards 6x by year-end 2025 as revenue modestly improves and as the company completes its investment in its sales initiatives that have raised costs throughout 2024. The rating also incorporates SBP's acquisitive growth strategy, which increases integration and execution risk despite adding to scale, geographic footprint, and product mix. Some products distributed by SBP are available from other distributors, making it difficult to increase pricing significantly and maintain current margins. Also, the potential deployment of capital for a debt-financed dividend is an ongoing credit risk. Good operating performance has historically provided a major offset to the company's leveraged capital structure and supports cash flow generation. SBP's EBITDA margin of 7.4% as of September 30, 2024 has been dampened recently due to a challenging demand environment in both the single family repair and remodel and new construction end markets as interest rates have remained elevated. Costs have also risen through SBP's strategic initiative that has included introducing additional product lines into new markets. However, Moody's expects costs to moderate in 2025, and these initiatives should support revenue growth even if softer demand conditions persist. Moody's forecast adjusted EBITDA margin sustained in the range of 7.5-8.5% throughout 2025 and 2026. Additionally, ability to generate cash flow and diversity of brands and distribution channels further enhance SBP's credit profile. Moody's expects the company to generate around $75 million in free cash flow in 2025. Moody's expects SBP to maintain good liquidity over the next 12-18 months, supported by its cash flow generation and external liquidity in the form of a revolving credit facility, which is mainly used for working capital needs and bolt-on acquisitions. Excess cash flow generation is expected to be prioritized to reduce revolver borrowings. The company has $27 million of cash on the balance sheet as of September 30, 2024. External liquidity is supported by the $748 million ABL revolving credit facility expiring in 2029. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade SBP's ratings if end markets remain supportive of organic growth and the company reduces leverage such that adjusted debt-to-EBITDA is near 5.0x. Reduced borrowings under the revolving credit facility and maintenance of conservative financial policies would support upwards rating movement. Moody's could downgrade SBP's ratings if adjusted debt-to-EBITDA remains above 6.0x and EBITA-to-interest expense remains near 1.5x. A deterioration in liquidity, an aggressive acquisition or significant shareholder return activity could result in downward rating pressure as well. Specialty Building Products Holdings, LLC, headquartered in Duluth, Georgia, operates as a two-step distributor, buying and reselling a large variety of specialty products mostly to national and other one-step distributors. The Jordan Company, L.P. through its affiliates, is the owner of Specialty Building Products Holdings, LLC. The company recorded revenue of about $3.9 billion for the 12 months that ended in September 2024. The principal methodology used in these ratings was Distribution and Supply Chain Services published in December 2024. SS INNOVATIONS: Frederic Moll Holds 10.6% Equity Stake ------------------------------------------------------ Frederic H. Moll disclosed in a Schedule 13G filing with the U.S. Securities and Exchange Commission that as of December 31, 2024, he beneficially owns 18,147,547 shares of SS Innovations International, Inc.'s common stock representing 10.6% of the 170,873,415 shares of common stock outstanding as of January 14, 2025. About SS Innovations International SS Innovations International, Inc. (OTC: SSII) is a developer of innovative surgical robotic technologies headquartered in Gurugram, Haryana, India. The company's vision is to make robotic surgery benefits more affordable and accessible globally. SSII's product range includes its proprietary "SSi Mantra" surgical robotic system and "SSi Mudra," a broad array of surgical instruments for various procedures, including robotic cardiac surgery. The company plans to expand its presence with technologically advanced, user-friendly, and cost-effective surgical robotic solutions. SS Innovations International had a net loss of $20.94 million for the year ended December 31, 2023. As of June 30, 2024, SS Innovations International had $38.32 million in total assets, $21.33 million in total liabilities, and $16.98 million in total stockholders' equity. Lakewood, Colo.-based BF Borgers CPA PC, the Company's former auditor, issued a "going concern" qualification in its report dated March 22, 2024, citing recurring losses from operations that raise substantial doubt about the Company's ability to continue as a going concern. On May 13, 2024, SS Innovations dismissed BF Borgers CPA PC as its independent registered public accounting firm after the firm and its owner, Benjamin F. Borgers, were charged by the Securities and Exchange Commission with deliberate and systemic failures to comply with PCAOB standards in audits and reviews included in over 1,500 SEC filings from January 2021 through June 2023. The charges included false representations of compliance with PCAOB standards, fabrication of audit documentation, and false statements in audit reports. Borgers agreed to a $14 million civil penalty and a permanent suspension from practicing before the Commission. On May 29, 2024, SS Innovations engaged BDO India LLP as its new independent registered public accounting firm. This engagement was approved by the Company's board of directors through unanimous written consent in lieu of a meeting dated May 23, 2024. SS INNOVATIONS: R. Pai, Manipal Global Hold 8.7% Equity Stake ------------------------------------------------------------- Ranjan R. Pai and Manipal Global Health Services disclosed in a Schedule 13G filing with the U.S. Securities and Exchange Commission that as of December 31, 2024, they beneficially own 14,949,070 shares of SS Innovations International, Inc.'s common stock representing 8.7% of the 170,873,415 shares of common stock outstanding as of January 14, 2025. About SS Innovations International SS Innovations International, Inc. (OTC: SSII) is a developer of innovative surgical robotic technologies headquartered in Gurugram, Haryana, India. The company's vision is to make robotic surgery benefits more affordable and accessible globally. SSII's product range includes its proprietary "SSi Mantra" surgical robotic system and "SSi Mudra," a broad array of surgical instruments for various procedures, including robotic cardiac surgery. The company plans to expand its presence with technologically advanced, user-friendly, and cost-effective surgical robotic solutions. SS Innovations International had a net loss of $20.94 million for the year ended December 31, 2023. As of June 30, 2024, SS Innovations International had $38.32 million in total assets, $21.33 million in total liabilities, and $16.98 million in total stockholders' equity. Lakewood, Colo.-based BF Borgers CPA PC, the Company's former auditor, issued a "going concern" qualification in its report dated March 22, 2024, citing recurring losses from operations that raise substantial doubt about the Company's ability to continue as a going concern. On May 13, 2024, SS Innovations dismissed BF Borgers CPA PC as its independent registered public accounting firm after the firm and its owner, Benjamin F. Borgers, were charged by the Securities and Exchange Commission with deliberate and systemic failures to comply with PCAOB standards in audits and reviews included in over 1,500 SEC filings from January 2021 through June 2023. The charges included false representations of compliance with PCAOB standards, fabrication of audit documentation, and false statements in audit reports. Borgers agreed to a $14 million civil penalty and a permanent suspension from practicing before the Commission. On May 29, 2024, SS Innovations engaged BDO India LLP as its new independent registered public accounting firm. This engagement was approved by the Company's board of directors through unanimous written consent in lieu of a meeting dated May 23, 2024. STAR WELLINGTON: Court Extends Cash Collateral Access to April 29 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida extended Star Wellington, LLC's authority to use cash collateral until April 29 The interim order permitted Star Wellington to use cash collateral to pay the expenses set forth in its court-approved budget, plus an amount not to exceed 10% for each line item. The budget projects monthly operational expenses of $191,945 for January to March and $154,975 for April. WebBank, doing business as Toast Capital, Limatola Villa, LLC and Pinnacle Bank may have a lien on the cash collateral of the company by virtue of various loan agreements. These creditors will have a replacement lien on cash collateral to the same extent as their pre-bankruptcy lien. In addition, Star Wellington was ordered to keep the creditors' collateral insured. The next hearing is scheduled for April 29. Limatola Villa is represented by: Michael A. Kaufman, Esq. 1615 Forum Place, Suite 200 West Palm Beach, FL 33401 Phone: 561-478-2878 Fax: 561-584-5555 michael@mkaufmanpa.com Pinnacle Bank is represented by: Howard S. Toland, Esq. Mitrani, Rynor, Adamsky & Toland, P.A. 301 Arthur Godfrey Rd, PH Miami Beach, FL 33140 Office: (305) 358-0050 Cell: (954) 850-0302 Fax: (305) 358-0550 Htoland@Mitrani.com Cayala@mitrani.com About Star Wellington Star Wellington, LLC operates a restaurant that offers a fusion of Italian flavors and Franco flair. It is based in Wellington, Fla. Star Wellington filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case. No. 24-18574) on August 23, 2024, listing $314,093 in assets and $2,443,171 in liabilities. Soneet Kapila of Kapila Mukamal serves as Subchapter V trustee. Judge Mindy A. Mora oversees the case. The Debtor is represented by Dana L. Kaplan, Esq., at Kelley Kaplan & Eller, PLLC. STARKS LAW: Seeks Cash Collateral Access ---------------------------------------- Starks Law, PC asked the U.S. Bankruptcy Court for the Western District of Pennsylvania for authority to use cash collateral. The Debtor needs to use cash collateral to fund its day-to-day operations, including a budgeted plan that covers expenses until May 31, 2025. As of the petition date, the Debtor has cash collateral totaling $248,645, which consists of cash in bank accounts and receivables, excluding any funds in the Debtor’s Attorney IOLTA Account (which are not considered the Debtor's property). Various creditors have asserted liens against the Debtor's cash collateral. These include the U.S. Small Business Administration, Firstrust Bank, JPMorgan Chase Bank, NA, Corporation Service Company, Arena Funding Source, LLC, and 968 West Veterans Realty LLC. Firstrust Bank has the primary claim, with its lien being superior to the others. The Debtor owes Firstrust Bank $1.1 million, plus interest and fees under a loan agreement. Firstrust Bank will receive protection in the form of a replacement lien on the Debtor’s assets, including proceeds from cash collateral. If the protection is deemed inadequate, Firstrust Bank may seek a super-priority administrative claim under 11 U.S.C. Section 507(b). The Debtor will also make monthly payments of $9,456 to Firstrust Bank. A hearing on the matter is set for March 27. A copy of the motion is available at https://urlcurt.com/u?l=MlXQkQ from PacerMonitor.com. About Starks Law PC Starks Law, PC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 24-23028) on Dec. 13, 2024, listing $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Judge John C. Melaragno oversees the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik represents the Debtor as counsel. STORABLE INC: S&P Assigns 'B-' Rating on First-Lien Term Loan ------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to Storable Inc.'s proposed upsized, repriced, and extended $920 million first-lien term loan due 2031. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 60%) recovery for lenders in the event of a payment default. As part of the transaction, the company also intends to extend the maturity on its $100 million (undrawn at close) first-lien revolving credit facility by three years to 2029, which S&P also assigned an issue-level rating of 'B-' (recovery rating: '3'). S&P's 'B-' issuer credit rating and stable outlook on Storable are unchanged. Once the proposed transaction closes, S&P's 'B' and 'CCC' issue-level ratings on the company's existing first-lien and second-lien facilities, respectively, will be withdrawn. S&P said, "The 'B-' issue-level and '3' recovery ratings on the proposed first-lien revolver and term loan differ from the existing 'B' issue-level and '2' recovery ratings on the first-lien revolver and term loan being refinanced due to our belief that the increase in first-lien claims will reduce recovery prospects for first-lien lenders. Despite the reduction in recovery, we believe the transaction will be modestly credit positive for the company. The proposed transaction will be leverage neutral because Storable will use the proceeds from this issuance to pay off its $155 million second-lien term loan entirely as well as the outstanding $28 million balance on its revolver. The combination of about $5 million in expected annual cash interest savings and extended tenors of the facilities will be favorable for the company's credit profile. We expect Storable will continue its track record of 10%-20% revenue growth, leading to S&P Global Ratings-adjusted EBITDA margins in the high-20% area and S&P Global Ratings-adjusted leverage declining toward the high-6x area in 2025. Though we expect the company's leverage will decline below 7x this year, we also believe Storable will prioritize increasing its revenue through organic and inorganic investments, which could increase leverage." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: -- Storable's debt capitalization will consist of a $100 million revolving credit facility due 2029 and a $920 million first-lien term loan due 2031. -- Storable Inc. is the borrower of the first-lien facilities. The facilities also benefit from guarantees from Storable Holdco Inc. (Storable holding company) and Storable's material subsidiaries. -- S&P's simulated default scenario contemplates increasing competition within the company's end markets or financial stress from a succession of underperforming, high-priced debt-funded acquisitions, as well as integration missteps. This results in cash flow deficits, a sharp decline in service levels, or high customer churn. -- S&P said, "We value Storable on a going-concern basis. Our 7x distressed EBITDA multiple reflects the company's broad service offerings, diverse customer relationships, unique and valuable datasets, and participation in the large, stable, and underpenetrated self-storage technology solutions end market." Simulated default assumptions: -- Simulated year of default: 2027 -- EBITDA at emergence: $93 million -- EBITDA multiple: 7x -- Gross enterprise value: about $650 million -- The revolving credit facility is 85% drawn Simplified waterfall: -- Net enterprise value (after 5% administrative costs): about $620 million -- Value available to first lien-debt: about $615 million -- Estimated first-lien debt claims: about $1.0 billion --Recovery expectations: 50%-70% (rounded estimate: 60%) *All debt amounts include six months of prepetition interest. SURF 9: Hires Goldberg Weprin Finkel Goldstein LLP as Counsel ------------------------------------------------------------- Surf 9 LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Goldberg Weprin Finkel Goldstein LLP as counsel. The firm will render these services: (a) provide the Debtor with all necessary representation in connection with this Chapter 11 case; (b) represent the Debtor in all proceedings before the U.S. Bankruptcy Court and the Office of the U.S. Trustee; (c) review, prepare, and file all necessary legal papers as required in the Chapter 11 case; and (d) provide all other legal services. The hourly rates of the firm's counsel and staff are as follows: Partners $605 to 785 Associates $380 to $560 Paralegal $85 to $120 The firm received a retainer of $25,000 from the Debtor. Kevin Nash, Esq., a member at Goldberg Weprin Finkel Goldstein, 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: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 125 Park Avenue, 12th Floor New York, NY 10017 Telephone: (212) 221-5700 Email: knash@gwfglaw.com About Surf 9 LLC Surf 9 LLC is a limited liability company. Surf 9 LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No.: 25-40078) on January 8, 2025. In its petition, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Honorable Bankruptcy Judge Jil Mazer-Marino handles the case. Kevin Nash, Esq. of Goldberg Weprin Finkel Goldstein LLP, serves as the Debtor's counsel. SVP SINGER III: Moody's Assigns 'Caa2' CFR, Outlook Stable ---------------------------------------------------------- Moody's Ratings assigned new ratings to SVP Singer Intermediate Holdings III, LLC (SVP Singer) including a Caa2 Corporate Family Rating, Caa2-PD Probability of Default Rating, a Caa1 rating to the company's $30.3 million first out backed senior secured first lien term loan due 2029, and a Caa3 rating to the $87.0 million second out backed senior secured first lien term loan due 2029. The outlook is stable. Moody's are also appending the prior borrower SVP-Singer Holdings Inc's PDR with a limited default (LD) designation, changing the PDR to Ca-PD/LD from Ca-PD. This reflects that Moody's considers the December 2024 recapitalization transaction a distressed exchange. Moody's will remove the "LD" designation in approximately three business days. Moody's are taking no action and Moody's will withdraw all of the existing ratings and outlook of SVP-Singer Holdings Inc, shortly because their debt obligation is no longer outstanding. On December 31, 2024, SVP Singer completed a recapitalization transaction in which it either cancelled, converted to equity or replaced all of its approximately $500 million of debt. Certain participating lenders to the company converted their positions into common equity and into the new $117.3 million senior secured first lien term loan facility due 2029. The new senior secured first lien term loan consists of the $30.3 million first out term loan and the $87.0 million second out term loan. SVP Singer Intermediate Holdings III, LLC is the borrower on the new senior secured first lien term loans. As part of the recapitalization transaction, the company's private equity sponsor, Platinum Equity Partners, contributed $100 million of new cash common equity capital. SVP Singer used the proceeds from the cash equity contribution to fully repay approximately $57 million of borrowings outstanding on its $70 million asset based lending (ABL) revolver, pay approximately $13 million of related fees and expenses, and add the remaining to balance sheet cash. Following the close of the recapitalization transaction, Platinum Equity owns approximately 59% of the company, with the remainding 41% owned by the participating lenders. The new term loans do not require annual amortization payments, and the second out term loan contains a paid-in-kind (PIK) interest option for two years that allows the company to elect to PIK 600 basis points of the interest rate spread. The company also extended the expiration of its ABL to June 2029. The ratings on SVP Singer reflect that the recapitalization transaction materially reduced the company's debt by about two-thirds, meaningfully lowered its interest burden and improved its liquidity. Still, the company's capital structure remains unsustainable at current earnings levels and SVP Singer is dependent on improving demand and good execution of cost reduction initiatives to improve earnings. Moody's expects a free cash flow deficit in 2025 even if the company elects the PIK option, albeit at a much lower level than over the past few years. The cash equity contribution improved the company's liquidity with a cash balance of $54 million and access to an undrawn $70 million ABL revolver expiring in 2029 as of December 31, 2024. The cash balance and ABL facility provide good liquidity sources to fund the anticipated cash flow deficits over the next 12-18 months. SVP Singer will need to meaningfully improve its earnings and cash flows to sustainably manage its debt service. The company's PIK option on the second out term loan provides some flexibility to preserve cash if earnings do not improve. The Caa1 rating on the $30.3 million first out term loan reflects the first out facility's priority of payment relative to the $87.0 million second out term loan. The second out is rated Caa3 reflecting its payment subordination. RATINGS RATIONALE SVP Singer's Caa2 CFR broadly reflects its unsustainable capital structure without a material improvement in earnings and anticipated free cash flow deficit in 2025 even if the company elects the PIK option on the second out term loan. The company has a modest revenue scale with a narrow product focus, and demand for its products is exposed to cyclical consumer discretionary spending and gradual reduction in sewing participation. These risks are only partially offset by growth in sewing in "need to sew" markets such as some developing markets where sewing is a source of income and used as a way to extend the useful life of clothes and other fabric items. Cumulative high inflationary pressures on consumer spending are negatively affecting demand for the company's products. Moody's expects these pressures to persist in 2025, which will make it difficult for the company to execute an earnings turnaround. Earnings quality is weak with reported EBITDA roughly break even and thus leverage remaining at a very high level. The company's estimate of 2024 EBITDA includes large addbacks primarily related to the December 2024 recapitalization transaction that it consider to be temporary. Moody's anticipates earnings will improve in 2025 as these restructuring charges decline and the related savings are realized though there is execution risk to materially and sustainably improving earnings in the current challenging consumer environment. SVP Singer benefits from a strong market position in the global consumer sewing machines and related products market, supported by its portfolio of well-recognized brands. The company has good geographic and customer diversification, and benefits from its sizable e-commerce and direct to consumer businesses. SVP Singer's adequate liquidity is supported by its cash balance of $54 million and access to an undrawn $70 million ABL revolver expiring in 2029 as of December 31, 2024, which provides financial flexibility to cover the anticipated cash flow deficit over the next 12 months. Governance considerations are a key factor in the rating actions. SVP Singer's CIS-5 credit impact score indicates that the rating is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored a CIS-4. The score primarily reflects the governance risks related to the company's concentrated decision making under majority ownership by its financial sponsors, its aggressive financial strategy, and inconsistent track record of achieving its financial targets including significant underperformance since the July 2021 leveraged buyout transaction. Governance risk also reflects the completion of multiple distressed exchange transactions including the recent December 2024 recapitalization and April 2024 amortization deferrals and partial PIK conversion. The company has some exposure to environmental and social risks though these have lesser influence on the CIS score. A comprehensive review of all credit ratings for the respective issuer(s) has been conducted during a rating committee. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects that SVP Singer's adequate liquidity with approximately $54 million of cash as of the end of 2024 and partial PIK option on the second out term loan provide the company some leeway over the next 12-18 months to execute its turnaround strategies. The ratings could be upgraded if the company sustainably improves its earnings, earnings quality, and cash flows such that it can comfortably and sustainably fund business operations and debt service assuming full cash pay. A ratings upgrade would also require SVP Singer to maintain more moderate leverage and at least adequate liquidity supported by positive annual free cash flow and ample revolver availability with good covenant headroom. The ratings could be downgraded if SVP Singer is unable to improve earnings or faces setbacks related to its revenue stabilization or earnings growth initiatives because of factors such as continued end market softness, pricing pressure or higher costs. The ratings could also be downgraded if liquidity deteriorates, free cash flow deficits are larger than Moody's anticipates, or if the probability of an event of default increases. The new credit facilities include the following: There is no incremental pari passu debt capacity. There is no inside maturity sublimit. The company and its restricted subsidiaries cannot directly or indirectly sell or transfer (including via exclusive license) any material intellectual property or any other assets to the sponsor or its affiliates. The company and its restricted subsidiaries cannot directly or indirectly, make any investments of material intellectual property in or to any subsidiary that is not a credit party. The credit agreement provides some limitations on up-tiering transactions, requiring affected lender consent for amendments that subordinate the debt or liens, unless such lenders can ratably participate in such priming debt, and with the exception of debt incurred pursuant to a bona-fide asset based credit facility approved by required lenders. Amendments resulting in any incremental commitments or loans for the primary purpose of influencing voting thresholds require 100% lender consent. The principal methodology used in these ratings was Consumer Durables published in September 2021. Headquartered in Nashville, TN, SVP Singer through its subsidiaries manufactures and distributes consumer sewing machines and accessories under the Singer, Husqvarna Viking, and Pfaff brands. Following the December 2024 recapitalization transaction, the company is 59% majority owned by Platinum Equity Partners with the remaining 41% owned by participating lenders. SVP Singer's revenue in fiscal 2024 is estimated at around $358 million. SWC INDUSTRIES: Committee Taps FTI Consulting as Financial Advisor ------------------------------------------------------------------ The official committee of unsecured creditors of SWC Industries, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Northern District of California to employ FTI Consulting, Inc. as its financial advisor. The firm's services include: a. assistance in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; b. assistance in the preparation of analyses required to assess any proposed Debtor-In-Possession financing or use of cash collateral; c. assistance with the assessment and monitoring of the Debtors' short term cash flow, liquidity, and operating results; d. assistance with the review of the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; e. assistance in the review and monitoring of the asset sale process, including, but not limited to an assessment of the adequacy of the marketing process, completeness of any buyer lists, review and quantifications of any bids; f. assistance with review of any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; g. assistance in the review of the claims reconciliation and estimation process; h. assistance in the review of other financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; i. attendance at meetings and assistance in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; j. assistance in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings; k. assistance in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; l. assistance in the prosecution of Committee responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and m. provision of such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. The firm will be paid at these rates: Senior Managing Directors $1,225 to $1,525 per hour Directors / Senior Directors / Managing Directors $910 to $1,155 per hour Consultants/Senior Consultants $515 to $820 per hour Administrative / Paraprofessionals $355 to $385 per hour Based on the adjustments, size of the case and anticipated staffing levels, it is expected that FTI's blended average hourly rate will be $650. In addition, the firm will seek reimbursement for expenses incurred. Matthew Diaz, a senior managing director at FTI, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew Diaz FTI Consulting, Inc. 1166 Avenue of the Americas, 15th Floor New York, NY 10036 Telephone: (212) 499 3611 Email: matt.diaz@fticonsulting.com About SWC Industries LLC With principal operations in California and Massachusetts, SWC Industries LLC manufactures a range of innovative sealing and logistics equipment -- and offers related services -- that create efficiencies and reduce costs across multiple industries. In addition, the Company's San Diego-based business designs and develops a full suite of software designed to improve warehouse operations. SWC Industries LLC and 12 affiliates sought Chapter 11 protection (Bankr. N.D. Cal. Lead Case No. 24-51721) on Nov. 13, 2024. SWC listed assets and debt of $50 million to $100 million as of the bankruptcy filing. The Debtors tapped Allen Overy Shearman Sterling US LLP as lead restructuring counsel; Binder Malter Harris & Rome-Banks LLP as restructuring co-counsel and local counsel; Getzler Henrich & Associates LLC as financial advisor; and Gordian Group, LLC, as investment banker. Stretto, Inc., is the claims agent. TEAK DECK: Court Extends Cash Collateral Access to May 20 --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, extended Teak Deck Co.'s authority to use cash collateral until May 20. The court approved the company's budget, with a variance of up to 10% for any budget item. The budget projects total operational expenses of $41,635 for March; $37,817 for April; $40,270 for May; $40,355 for June; and $39,250 for July. The next hearing is scheduled for May 20. About Teak Deck Co. Teak Deck Co. sells retail deck products and installs teak decking. Teak Deck filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 25-10818) on January 27, 2025, listing between $50,001 and $100,000 in assets and between $1 million and $10 million in liabilities. Carol Fox of GlassRatner serves as Subchapter V trustee. Judge Mindy A. Mora presides over the case. Julianne R. Frank, Esq. represents the Debtor as legal counsel. TETRAD ENTERPRISES: Case Summary & Seven Unsecured Creditors ------------------------------------------------------------ Debtor: TETRAD Enterprises LLC Maramar Plaza Suite 809, 101 Ave. San Patricio Guaynabo, PR 00968 Business Description: TETRAD Enterprises LLC is a conglomerate project development firm specializing in large-scale utility projects. The company offers Hydraflo pumps, which are hydraulically-driven, large-volume submersible water pumps designed for rapid setup and heavy-duty performance across various applications, including emergency pumping, flood control, stormwater drainage, dewatering, and agricultural irrigation. Chapter 11 Petition Date: February 28, 2025 Court: United States Bankruptcy Court District of Puerto Rico Case No.: 25-00895 Debtor's Counsel: Wallace Vazquez Sanabria, Esq. WVS LAW LLC 17 Mexico Street, Suite D-1 San Juan PR 00917-2202 Tel: 787-756-5730 Email: wvslawllc@gmail.com Estimated Assets: $10 billion to $50 billion Estimated Liabilities: $10 billion to $50 billion The petition was signed by Luis Guillermo Hernandez-Rivera as managing member. A full-text copy of the petition is available for free on PacerMonitor at: List of Debtor's Seven Unsecured Creditors: Entity Nature of Claim Claim Amount 1. JLG Consulting Engineering PSC PO Box 361243 San Juan PR 00936-1243 2. MWI Corporation PO Box 9022946 San Juan, PR 00902-2946 3. Autos Vega Inc. GPO Box 364252 San Juan PR 00936-3642 4. American Petroleum Co Inc. PO Box 2529 TOA Baja PR 00951-2663 5. Departamento De Hacienda PO Box 9024140 San Juan PR 00902-4140 6. Municipio Autonomo De Guaynabo Apartado 7885 Guaynabo PR 00970 7. Internal Revenue Service Centralized Insolvency Operation PO Box 7346 Philadelphia PA 19101-7346 TEXAS SOLAR: Hires Calvetti Ferguson LLC as Tax Accountant ---------------------------------------------------------- Texas Solar Integrated, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Calvetti Ferguson, LLC as tax accountant. The firm will provide tax compliance and tax consulting services for the tax year 2023 and prepare and sign the tax returns and supporting schedules for the Debtor. The firm will be paid at these rates: Partner $580 per hour Director $530 per hour Senior Manager $450 per hour Manager $380 per hour Senior Associate $260 per hour Associate $200 per hour Paraprofessional $160 per hour Subcontract $140 per hour Intern $130 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric Teachout, a partner at Calvetti Ferguson, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Eric Teachout Calvetti Ferguson, LLC 240 W. Nottingham Place, Suite 100 San Antonio, TX 78209 Tel: (210) 536-3200 About Texas Solar Integrated, LLC Texas Solar Integrated, LLC is a solar panel installation company in San Antonio, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 24-52297) on November 14, 2024, with $50 million to $100 million in assets and $10 million to $50 million in liabilities. Mike Sardo, manager, signed the petition. Judge Michael M. Parker oversees the case. Ray Battaglia, Esq., at the Law Offices of Ray Battaglia, PLLC, represents the Debtor as bankruptcy counsel. TINKER REAL ESTATE: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Tinker Real Estate Investments LLC 1690 Roberts Blvd Unit 104 Kennesaw, GA 30144 Business Description: Tinker Real Estate Investments LLC is a single asset real estate debtor, as defined in 11 U.S.C. Section 101(51B). Chapter 11 Petition Date: February 28, 2025 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 25-52199 Debtor's Counsel: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. 6075 Barfield Road Suite 213 Sandy Springs, GA 30328-4402 Tel: (770) 984-2255 Email: paul.marr@marrlegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Lucy Mae Ellis Tinker as sole member. The Debtor has stated in the petition that there are no unsecured creditors. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/VX2POII/Tinker_Real_Estate_Investments__ganbke-25-52199__0001.0.pdf?mcid=tGE4TAMA TIRES RIMS: Claims to be Paid From Future Operations ---------------------------------------------------- Tires Rims and Parts LLC filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a Small Business Plan of Reorganization under Subchapter V dated February 15, 2025. The Debtor is a specialty transportation company founded in 2012 owned by Lisa Myers and Jeff Myers, husband and wife, who each own 50% of the equity in the company. Lisa and Jeff manage the company as 50/50 partners. The Debtor conducts business mostly out of Norristown, Pennsylvania. Debtor primarily operates in the delivery service, vehicular business/industry within the motor freight transportation sector. Debtor owns and operates a fleet of 8 trucks which are used to transport automobile parts from automobile dealers to vehicle repair shops. On April 9, 2024, Litefund Solutions, LLC, a cash advance lender, asserting its rights as a secured lender and without advance notice to Debtor, sent a formal demand for payment to one of Debtor's largest customers. The customer, as a result of this demand, canceled all future business with Debor, causing a sudden and sharp drop in revenue. Debtor disputes that Litefund Solutions had the legal authority to make this demand; nonetheless litigation against Litefund would have been expensive and pointless as the customer had the independent right to cancel future business. On September 9, 2024, Litefund made legal demand for payment on a second customer of the Debtor who froze all payments and as of the Petition Date; the funds were eventually released post-petition. Nonetheless, Debtor lost hundreds of thousands of annual revenues, and quickly surrendered trucks, approximately thirty (to cut costs. Class 9 consists of General Unsecured Claims as (1) scheduled and filed as unsecured claims; and (2) deficiency claims of secured claims remaining after Section 506 bifurcation of secured claim into secured and unsecured components based on value of collateral. This Class shall receive quarterly payments of $4,500.00 ($1,500 a month) to be shared pro rata by unsecured creditors in this class 11. This Class is impaired. The Debtor's Plan will be funded through the Debtor's future operations. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. The Plan Proponent's financial projections show that the Debtor will have an aggregate annual average cash flow, after paying operating expenses and post confirmation taxes, in an amount sufficient to meet its obligations under the Plan. A full-text copy of the Plan of Reorganization dated February 15, 2025 is available at https://urlcurt.com/u?l=9MO4mA from PacerMonitor.com at no charge. Counsel to the Debtor: Dimitri L. Karapelou, Esq. Musi, Merkin, Daubenberger & Clark, LLP 21 West Third Street Media, PA 19063 Tel: (610) 891-8806 Fax: (610) 891-8807 Email: dlk@mmdlawfirm.com About Tires Rims and Parts Tires Rims and Parts, LLC, a company in Norristown, Pa., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-13582) on Oct. 4, 2024, with total assets of $313,877 and total liabilities of $2,860,566. Jeff Myers and Lisa Myer, co-managing members, signed the petition. Judge Patricia M. Mayer handles the case. The Debtor is represented by Dimitri L. Karapelou, Esq., at Musi, Merkins, Daubenberger & Clark, LLP. TITAN CONCRETE: Court Enforces Sale Order Against Point H --------------------------------------------------------- The Honorable Kyu Y. Paek of the United States Bankruptcy Court for the Southern District of New York granted 101 Hudson NY LLC's motion to enforce the sale order against Point H. Realty Corp. in the bankruptcy case of Titan Concrete, Inc. In November 2024, 101 Hudson NY LLC purchased the assets of Titan Concrete, Inc. that the Debtor used for operating a concrete batch plant business and manufacturing and selling ready-mix concrete for a purchase price of $1,360,000. The Court approved the sale of the Debtor's Business assets by entry of the Order Approving the Sale of Certain of the Debtor's Personal Property Wherever Located Free and Clear of Liens, Claims and Encumbrances and Granting Related Relief, dated October 23, 2024. The Debtor operated its Business out of three concrete plants located in Carmel, NY, Stamford, CT, and the Bronx, NY. Point H. Realty Corp. is the owner of the premises where the Bronx Plant is located and was the Debtor's landlord. Despite the sale closing having occurred, a portion of the assets that were sold to the Purchaser remain in the Bronx Plant, and the Purchaser has now moved to enforce the Sale Order, alleging that Point H has interfered with the Purchaser's ability to take possession of the Bronx Purchased Assets. The Purchaser also seeks award of reasonable attorneys' fees and expenses for prosecuting the Motion and enforcing the Sale Order. Point H opposes the Motion. The Court finds that Point H, and its attorneys, have treated the process of removing the Bronx Purchased Assets as a means to gain leverage over, and litigate against, the Purchaser. According to the Court, rather than taking reasonable measures to permit retrieval of the Bronx Purchased Assets, Point H forced the Purchaser to cease removal on several occasions (including in early December and early January), pressed frivolous legal positions, and created impossible obstacles to removal. Point H's service of the Termination Notice and demand for a $250,000 payment made plain its intent to frustrate the completion of the sale transaction. Therefore, the Court concludes that Point H has willfully obstructed the sale transaction approved by the Sale Order, and a separate order enforcing the Sale Order against Point H is necessary and appropriate. The portion of the Motion seeking enforcement of the Sale Order against Point H is granted, the Court holds. The Court is considering the imposition of civil contempt sanctions against Point H for its actions in obstructing the sale pursuant to its inherent sanctioning authority as supplemented by 11 U.S.C. Sec. 105(a). Sanctions against Point H may include (i) award of compensatory damages to the Purchaser, including, but not limited to, attorneys fees and costs, and (ii) coercive sanctions as necessary to address further obstruction of the sale transaction. The issuance of sanctions will be subject to a further hearing, and Point H will be afforded an opportunity to respond. 101 Hudson NY is ordered to file a brief, and any supporting documents, supporting the imposition of sanctions by March 5, 2025. Point H is ordered to file a brief, and any supporting documents, opposing the imposition of sanctions by March 19, 2025. The Court will hold a hearing to determine appropriate sanctions against Point H on Tuesday, April 1, 2025 at 10:00 a.m. A copy of the Court's decision is available at https://urlcurt.com/u?l=nYRAYL from PacerMonitor.com. About Titan Concrete Inc. Titan Concrete, Inc., a company based in Carmel, N.Y., provided concrete and ready-mix services to commercial, industrial, residential and homeowner customers. The Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-35835) on October 4, 2023, and designated the Chapter 11 Case to proceed under Subchapter V. Judge Kyu Y. Paek oversaw the case. Klestadt Witners Jureller of Southard & Stevens was the Debtor's legal counsel. Samuel Dawidowicz had been named as Subchapter V trustee. The United States Trustee had appointed an Official Committee of Unsecured Creditors in the Chapter 11 case and the Committee retained Tarter Krinsky & Drogin LLP as its counsel. The Court granted the United States Trustee's motion to convert this case to Chapter 7 on January 15, 2025. TRAINSET'S EFFECTS: Gets Interim OK to Use Cash Collateral ---------------------------------------------------------- Trainset's Effects, LLC received interim approval from the U.S. Bankruptcy Court for the Western District of North Carolina, Shelby Division, to use the cash collateral of Commercial Credit Group Inc. Commercial Credit Group holds a security interest in three pieces of construction equipment owned by the Debtor. Additionally, the secured creditor has a lien on accounts receivable of the Debtor pursuant to its security documents and a UCC-1 filing. As protection, Commercial Credit Group was granted post-petition liens on the same types of property of the Debtor, to the same validity, extent and priority as its pre-bankruptcy lien. In addition, the secured creditor will receive a monthly payment of $7,395, starting 60 days after the equipment has been made available to the Debtor. The Debtor may retrieve the equipment from its location upon payment of $1,000 in good funds. About Trainset's Effects Trainset's Effects, LLC filed Chapter 11 petition (Bankr. W.D. N.C. Case No. 25-40009) on January 23, 2025, listing up to $50,000 in assets and up to $500,000 in liabilities. Steven Lane Curtis, manager of Trainset's Effects, signed the petition. Judge George R. Hodges oversees the case. R. Keith Johnson, Esq., at the Law Offices of R. Keith Johnson, P.A., represents the Debtor as bankruptcy counsel. TRANSITIONAL HOUSING: Seeks Subchapter V Bankruptcy in Tennessee ---------------------------------------------------------------- On February 24, 2025, Transitional Housing & Work Program of Davidson County filed Chapter 11 protection in the U.S. Bankruptcy Court for the Middle District of Tennessee. According to court filing, the Debtor reports $901,587 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Transitional Housing & Work Program of Davidson County Transitional Housing & Work Program of Davidson County owns and operates Venue 109, a versatile venue for events like weddings, receptions, private parties, corporate & charity/fundraising, accommodating 150-250 guests with catering, bar services, and modern audio-visual setups. The venue supports the mission of the THWP, a charitable institution, by providing a unique space that helps fund its housing and workforce development services for individuals in need. Transitional Housing & Work Program of Davidson County sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 25-00743) on February 18, 2025. In its petition, the Debtor reports total assets of $1,499,900 and total liabilities of $901,587. Honorable Bankruptcy Judge Charles M. Walker handles the case. The Debtor is represented by: Keith D. Slocum, Esq. SLOCUM LAW 370 Mallory Station Road, Suite 504 Franklin, TN 37067 Tel: (615) 656-3344 Email: keith@keithslocum.com TRANSMEDCARE LLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: TransMedCare LLC 123 Atlantic Ave. Suite 101 Maitland, FL 32751 Business Description: TransMedCare LLC specializes in long- distance non-emergency medical transportation services. The Company offers state-to-state and coast-to-coast transport, primarily for distances over 300 miles. Their services cater to individuals with medical needs, including the elderly, disabled, and post-surgical patients, ensuring safe and comfortable transfers between hospitals, nursing homes, assisted living facilities, hospice care facilities, or home to be with family. Chapter 11 Petition Date: February 28, 2025 Court: United States Bankruptcy Court Middle District of Florida Case No.: 25-01162 Judge: Hon. Tiffany P Geyer Debtor's Counsel: Justin M. Luna, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 E-mail: jluna@lathamluna.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stephen A. Brainard as sole managing member. 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/LEMMT7Q/TransMedCare_LLC__flmbke-25-01162__0001.0.pdf?mcid=tGE4TAMA TRANSOCEAN LTD: Keelan Adamson to Succeed Jeremy Thigpen as CEO --------------------------------------------------------------- Transocean Ltd. announced its plan for key leadership changes pursuant to the company's multi-year succession planning strategy. As part of this plan, Keelan Adamson, the company's President and Chief Operating Officer, will become President and Chief Executive Officer following a transition period, which is expected to conclude during the second quarter of 2025. Mr. Adamson will succeed Jeremy Thigpen, who has led Transocean as Chief Executive Officer since 2015. Mr. Adamson is also expected to be nominated to join the Board of Directors at the company's 2025 annual general meeting of shareholders. Mr. Thigpen will continue serving as Chief Executive Officer until Mr. Adamson's appointment and will continue his service as a member of the company's Board of Directors through his current term. Thereafter, subject to shareholder approval at the 2025 annual general meeting, Mr. Thigpen is expected to be appointed as Executive Chair of the Board of Directors, and Mr. Chad Deaton, Transocean's current Chair of the Board, will transition to Lead Independent Director. "Keelan is an experienced executive who has a deep understanding of our business, our customers and our industry," Mr. Deaton said. "Throughout his three decades with Transocean, where his experience has taken him from the drill floor to the executive level, Keelan has helped to shape the foundation of the company and position Transocean for sustained success as the industry's market leader. This transition represents the culmination of a key part of our multi-year, rigorous and thoughtful succession plan designed to develop internal talent and maintain business and leadership continuity. Keelan is well-prepared for this opportunity." Mr. Deaton continued, "On behalf of the entire Board, I would like to recognize and thank Jeremy for leading Transocean through the most challenging market in the history of offshore drilling. He guided Transocean as we transformed our fleet through opportunistic asset transactions, as well as the acquisition of two major competitors; under his leadership, we placed into service the most technologically advanced rigs in the world, including the first 8th generation, 20K drillships. He oversaw the continuation of Transocean's legacy for leading the industry in innovation, with the application of new technologies that improve the safety, reliability and efficiency of our operations. Jeremy's contributions and leadership have been recognized and appreciated by the entire industry, and we look forward to his continued work with Transocean as he transitions into his new role." Mr. Adamson has served as Transocean's President and Chief Operating Officer since February 2022. Prior to that time, he served as the company as Executive Vice President and Chief Operations Officer from August 2018 to February 2022, as Senior Vice President, Operations from October 2017 to July 2018, and as Senior Vice President, Operations Integrity and HSE, from June 2015 to October 2017. As part of his responsibilities during this period, Mr. Adamson oversaw the company's Technical Services team from May 2016 to October 2017. He also served as the company's Vice President, Human Resources from December 2012 to May 2015, and has held other executive positions with the company, including as the Vice President overseeing Major Capital Projects and Engineering. He joined Transocean in 1995 and has held rig management positions in the United Kingdom, Asia and Africa, sales and marketing leadership roles, and served as the Managing Director for the company's business in North America, Canada and Trinidad. Mr. Adamson earned a bachelor's degree in Aeronautical Engineering from The Queens University of Belfast and completed the Advanced Management Program at Harvard Business School. "I am honored by and grateful for the opportunity to lead Transocean and its talented and dedicated workforce," said Mr. Adamson. "With the highest specification fleet in the industry and the unparalleled experience of our offshore crews and shore-based support personnel, we are well-positioned for success. As I work alongside the entire Transocean team as CEO, we will maintain a sharp focus on executing our business strategy – delivering enhanced shareholder value by optimizing operations, safely and efficiently meeting our customers' objectives and meaningfully reducing our debt. It is an honor to succeed Jeremy, who skillfully guided Transocean through an unprecedented industry downturn and prepared it for the opportunities that we are realizing today." In reflecting on his tenure as Chief Executive Officer, Mr. Thigpen said, "The trust and support the Board and the entire Transocean team provided during my tenure as CEO helped assemble an impressive team that operates the industry's most technologically advanced assets, while executing on strategies that preserved and enhanced shareholder value. Transocean is a resilient and strong organization, made stronger by leaders like Keelan whom I have had the pleasure of working closely with for the past decade. Keelan is the right person to lead Transocean as we build upon the company's position as the leader in offshore drilling." About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. As of Feb. 14, 2024, the Company owned or had partial ownership interests in and operated 37 mobile offshore drilling units, consisting of 28 ultra-deepwater floaters and nine harsh environment floaters. Additionally, as of Feb. 14, 2024, the Company was constructing one ultra-deepwater drillship. Transocean reported a net loss of $954 million in 2023, a net loss of $621 million in 2022, and a net loss of $591 million in 2021. As of June 30, 2024, Transocean Ltd. had $20.33 billion in total assets, $1.57 billion in total current liabilities, $8.04 billion in total long-term liabilities, and $10.71 billion in total equity. * * * Egan-Jones Ratings Company on January 21, 2025, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Transocean Ltd. TRANSOCEAN LTD: Narrows Net Loss to $512 Million in Full Year 2024 ------------------------------------------------------------------ Transocean Ltd. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $512 million for the year ended December 31, 2024, compared to a net loss of $954 million for the year ended December 31, 2023. As of December 31, 2024, the Company had $19.4 billion in total assets, $9.1 billion in total liabilities, and a total stockholders' equity of $10.3 billion. Full year results included $458 million, $0.50 per diluted share, net unfavorable items as follows: * $755 million, $0.82 per diluted share, loss on impairment of assets; and * $5 million, $0.01 per diluted share, loss on impairment of our investments in unconsolidated affiliates; partially offset by, * $161 million, $0.18 per diluted share, gain on retirement of debt; and * $141 million, $0.15 per diluted share, related to discrete tax items, net. After consideration of these net unfavorable items, adjusted net loss for 2024 was $54 million, $0.26 per diluted share. A full-text copy of the Company's Form 10-K is available at: https://tinyurl.com/564ajex6 About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. As of Feb. 14, 2024, the Company owned or had partial ownership interests in and operated 37 mobile offshore drilling units, consisting of 28 ultra-deepwater floaters and nine harsh environment floaters. Additionally, as of Feb. 14, 2024, the Company was constructing one ultra-deepwater drillship. * * * Egan-Jones Ratings Company on January 21, 2025, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Transocean Ltd. TRI-CITY SERVICE: Taps Bratcher Adams Folk as Special Counsel ------------------------------------------------------------- Tri-City Service LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Bratcher Adams Folk, PLLC as special counsel. The firm will assist the Debtor with construction law matters, advise the Debtor on construction law issues such as Chapter 44A lien rights, and represent the Debtor in the State Court Action. The firm will be paid at these rates: Partners $400 per hour Legal Assistants $60 per hour Brice Bratcher, Esq., a partner at Bratcher Adams Folk, disclosed in the court filing that his firm is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The firm can be reached through: Brice Bratcher, Esq. Bratcher Adams Folk, PLLC 5000 Centregreen Way, Suite 500 Cary, NC 27513 Telephone: (919) 825-1250 Facsimile: (919) 882-8297 About Tri-City Service LLC Tri-City Service LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-04063) on Nov. 21, 2024, listing up to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Yehia Hussein as manager. Judge Pamela W Mcafee presides over the case. Jason L. Hendren, Esq. at Hendren Redwine & Malone, PLLC represents the Debtor as counsel. TTW TRANSPORT: Updates Unsecured Claims Pay; Files Amended Plan --------------------------------------------------------------- TTW Transport, Inc., submitted a Revised Fourth Amended Disclosure Statement describing Chapter 11 Plan of Reorganization dated February 18, 2025. This proposed Chapter 11 Plan is a plan of liquidation. Essentially, that means if the Court approves the Plan Proponent proposed herein, all of the Debtor's assets will be monetized for the benefit of all creditors to be paid pursuant to the priorities of the Bankruptcy Code. Furthermore, the assets to be monetized would include the net proceeds from the three Avoidance Adversary Proceedings noted herein, along with the net funds held in the Debtor's DIP account maintained at Wells Fargo Bank. The Effective Date of the proposed Plan is the first Business Day that is 15 calendar days after the entry of the Confirmation Order, provided there has been no order staying the effectiveness of the Confirmation Order ("Effective Date"). As required by the Bankruptcy Code, the Plan classifies claims and interests in various classes according to their right to priority. The Plan states whether each class of claims or interests is impaired or unimpaired. The Plan provides the treatment each class will receive. Class 1 consists of the Allowed General Unsecured Claims. After liquidation of all the Debtor's assets, including the net proceeds from the Avoidance Litigation and the funds herein the Debtor's DIP Wells Fargo Account holders of Allowed Claims will be paid their Allowed Claim. The Disbursing Agent reserves the right to object to any and all claims in this class. The allowed unsecured claims total $659,294.07 (as reflected on the Debtor's Claims Docket as of February 17, 2025). This Class is impaired. The Debtor's equity holder comprised of Mr. Ruben Dominguez. Any net estate assets will be distributed to the Corporate Debtor's equity holder. The Plan will be funded through the liquidation of property of the Estate, including funds held in the Debtor's DIP Account, along with the net proceeds from the Avoidance Litigation. The Disbursing Agent may abandon any property of the Estate by complying with the procedures in the Local Bankruptcy Rules. The hearing where the Court will determine whether to confirm the Debtor's Chapter 11 Plan of Reorganization will take place on May 1, 2025, at 1:30 pm in Courtroom 5C, United States Bankruptcy Court for the Central District of California, Santa Ana Division, 411 W. Fourth Street, Santa Ana, California, 92701. Ballots must be received on or before March 25, 2025, at 5:00 p.m., or it will not be counted. Objections to the confirmation of the Plan must be filed with the Court and served on or before April 15, 2025. A full-text copy of the Fourth Amended Disclosure Statement dated February 18, 2025 is available at https://urlcurt.com/u?l=htqPUM from PacerMonitor.com at no charge. Counsel for the Debtor: Thomas J. Polis, Esq. Polis & Associates, a Professional Law Corporation 19800 MacArthur Boulevard, Suite 1000 Irvine, CA 92612-2433 Telephone: (949) 862-0040 Facsimile: (949) 862-0041 E-mail: tom@polis-law.com About TTW Transport Inc. TTW Transport, Inc., is part of the general freight trucking industry. TTW Transport filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24 10559) on March 6, 2024, listing $4,368,589 in total assets and $1,044,059 in total liabilities. The petition was signed by Jonathan Witkin as direct of finance. Judge Scott C Clarkson presides over the case. Thomas J. Polis, at POLIS & ASSOCIATES, APLC, is the Debtor's counsel. TULIA, TX: S&P Cuts Limited-Tax Debt Rating to 'BB+', Outlook Neg. ------------------------------------------------------------------ S&P Global Ratings lowered its rating to 'BB+' from 'A-' on Tulia, Texas' limited-tax debt. The outlook is negative. "The downgrade reflects our view of high vulnerability in management's governance structure following the recent turnover of a key executive position that resulted in rapid deterioration of reserves that declined to negative levels in fiscal 2023, resulting in a rating cap" said S&P Global Ratings credit analyst Melissa Banuelos. "The negative outlook reflects our view that we could lower the rating further if reserves and liquidity continue to weaken due to management's inability to balance the general fund, which could lead to inadequate capacity for management to meet its financial obligations," Ms. Banuelos added. The city's certificates of obligation constitute direct obligations of the city, payable from the proceeds of a continuing, direct annual ad valorem tax, within the limits prescribed by law, on all taxable property within its borders. The maximum allowable rate in Texas is $2.50 per $100 of assessed value for all purposes, with the portion dedicated to debt service limited to $1.50. The city has historically used utility system revenue to fund debt service payments on all bond issues outstanding. The certificates are secured by an additional limited pledge of net revenue from the city's waterworks and sewer system in an amount not to exceed $1,000. Given the limited nature of the additional pledged revenue, our rating on this obligation is based on the city's ad valorem tax pledge. The negative outlook reflects S&P's view that there is a one-in-three chance that it could lower the rating during its two-year outlook horizon if management fails to establish a track record of healthy operating general fund performance, resulting in a growing negative reserve and liquidity position. Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Governance -- risk management, culture, oversight TWENTY EIGHT: Court Extends Cash Collateral Access to March 31 -------------------------------------------------------------- Twenty Eight Hundred Lafayette, Inc. received another extension from the U.S. Bankruptcy Court for the District of New Hampshire to use its secured creditors' cash collateral. The interim order signed by Judge Kimberly Bacher approved the use of cash collateral to pay the company's expenses for the period from March 1 until March 31 or the date on which the court revokes the company's right to use cash collateral. The company, operating Beach Plum locations in Portsmouth and Epping, projects a combined gross revenue of $350,000 for March, with total expenses of approximately $165,000. Secured creditors including Enterprise Bank & Trust, Rockingham Economic Development Corp. and the U.S. Small Business Administration were granted replacement liens on property held as collateral. The next hearing is set for March 26, 2025. About Twenty Eight Hundred Lafayette Established in 1992, Twenty Eight Hundred Lafayette, Inc. is a seafood restaurant with locations in Epping, Portsmouth, Salem, and North Hampton (seasonal) in New Hampshire. It conducts business under the names The Beach Plum 2 Portsmouth and The Beach Plum 3 Epping. Twenty Eight Hundred Lafayette filed Chapter 11 petition (Bankr. D.N.H. Case No. 25-10046) on January 27, 2025. In its petition, the Debtor reported assets between $50,000 and $100,000 and liabilities between $1 million and $10 million. Jeffrey Piampiano, Esq., at Drummond Woodsum serves as Subchapter V trustee. Judge Kimberly Bacher handles the case. The Debtor is represented by Eleanor Wm. Dahar, Esq., at Victor W. Dahar Professional Association. Enterprise Bank & Trust, as secured creditor, is represented by: Patricia J. Ballard, Esq. Preti, Flaherty, Beliveau & Pachios, PLLP P.O. Box 1318 Concord, NH 03302-1318 (603) 410-1500 pballard@preti.com TWIN FALLS: Seeks to Use Cash Collateral Thru June 30 ----------------------------------------------------- Twin Falls Oil Service, LLC asked the U.S. Bankruptcy Court for the District of North Dakota for authority to use cash collateral through June 30. The Debtor needs to use cash collateral in the approximate amount of $2.95 million to continue operations and fund essential business expenses such as wages, taxes, insurance, and vendor payments. The parties that may assert an interest in the cash collateral are: 1. First International Bank & Trust The Debtor owes about $2.3 million to First International, with the bank holding security interests in various assets of the Debtor, including inventory, equipment, accounts receivable, and proceeds of such property. 2. Samson MCA LLC The Debtor owes $927,382.30 to Samson under two agreements, which may be secured by the Debtor’s accounts receivable. 3. Quick Bridge Funding, LLC The Debtor owes $388,333 to Quick Bridge under two agreements, which also grant the lender security interests in the Debtor’s accounts receivable. 4. Internal Revenue Service The IRS asserts liens on the Debtor’s assets due to unpaid tax liabilities totaling $1.54 million. To protect the interests of the prepetition lenders, the Debtor proposes the following adequate protection: (i) granting replacement security interests in the cash collateral used; and (ii) continuing to provide reporting and inspection rights to the Prepetition Lenders, as they are entitled to under their prepetition agreements. A potential stipulation with the prepetition lenders to resolve any issues regarding cash collateral use and adequate protection. A court hearing is scheduled for March 27. A copy of the motion is available at https://urlcurt.com/u?l=vyA9di from PacerMonitor.com. About Twin Falls Oil Service Twin Falls Oil Service, LLC, a company in Killdeer, N.D., offers crude oil hauling, water hauling, aggregate hauling, hydrovac winch services and OTR hauling. Twin Falls sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Case No. 24-30525 on December 11, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Jeffery L. Jacobson, president of Twin Falls, signed the petition. Judge Shon Hastings oversees the case. The Debtor is represented by Steven R. Kinsella, Esq., at Fredrikson & Byron, P.A. First International Bank & Trust is represented by: Eli J. Patten, Esq. Crowley Fleck PLLP 490 N. 31st St. Billings, MT 59101, USA (406) 252-3441 epatten@crowleyfleck.com UNITED DENTAL FULLERTON: Seeks to Extend Plan Filing to April 22 ---------------------------------------------------------------- United Dental Fullerton Corporation asked the U.S. Bankruptcy Court for the Central District of California to extend its period to file a chapter 11 plan of reorganization and disclosure statement April 22, 2025. The Debtor operated a dental practice which had been closed due to litigations. The Debtor filed this case with the hopes of resolving the cases and reopening the operation. One creditor, Khai Tu, from a class action judgment against multiple defendants; and four creditors, who are the co-plaintiffs in the pending State Court Action for wage/hour claims, and represented by same counsel, Michael A. Desjardins, filed proofs of claim in this case in the total amount of $2,602,675.65. The Debtor asserts that the pending negotiation with creditors and the mediation with the creditors of the case mandates additional time for the debtor to propose a plan in this case. The likelihood of a successful reorganization in this case is demonstrated by the progress of the settlement negotiation with the creditors. The Debtor further asserts that with the workout through the mediation, the debtor will have resolved the impairment to reopening its business. With the settlement, the debtor will be able to propose a meaningful plan that will be confirmed through consent of all creditors in this case. The requested extension should be granted for this reason. Proposed Attorney for the Debtor: Jaenam Coe, Esq. Law Offices of Jaenam Coe PC 3731 Wilshire Blvd. Suite 910 Los Angeles, CA 90010 Tel: (213) 389-1400 Email: coelaw@gmail.com About United Dental Fullerton Corporation United Dental Fullerton Corporation owns and operates a dental clinic. United Dental Fullerton Corporation filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-19069) on Nov. 3, 2024, listing $1,792,468 in assets and $3,295,248 in liabilities. The petition was signed by Jeong H. Kim as president. Judge presides over the case. Jaenam Coe, Esq., at LAW OFFICES OF JAENAM COE PC, is the Debtor's counsel. UNITED DENTAL WILSHIRE: Seeks to Extend Plan Filing to April 22 --------------------------------------------------------------- United Dental Wilshire Corporation asked the U.S. Bankruptcy Court for the Central District of California to extend its period to file a chapter 11 plan of reorganization and disclosure statement April 22, 2025. The Debtor operated a dental practice which had been closed due to litigations. The Debtor filed this case with the hopes of resolving the cases and reopening the operation. The Court set January 15, 2025 as the Bar Date for all claims other than administrative claims, Debtor duly served Notice of Bar date to all pertinent parties. One creditor, Khai Tu, the lead plaintiff of the State Case, filed proofs of claim with a total amount of $2,440,757. 60. The Debtor explains that its counsel and the plaintiff's counsel are in active settlement negotiation at this time to work out the amount and payment of the claim. The Debtor asserts that the active settlement discussion with the sole creditor of the case mandates additional time for the debtor to propose a plan in this case. The likelihood of a successful reorganization in this case is demonstrated by the progress of the settlement with the creditor. Moreover, with the workout through the mediation, the debtor will have resolved the impairment to reopening its business. With the settlement, the Debtor will be able to propose a meaningful plan that will be confirmed through the consent of the creditor in this case. The requested extension should be granted for this reason. Proposed Attorney for the Debtor: Jaenam Coe, Esq. Law Offices of Jaenam Coe PC 3731 Wilshire Blvd. Suite 910 Los Angeles, CA 90010 Tel: (213) 389-1400 Email: coelaw@gmail.com About United Dental Wilshire Corporation United Dental Wilshire Corporation is categorized under dental clinics. United Dental Wilshire Corporation sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-18873) on October 29, 2024. In the petition filed by Jeong H. Kim, as president, the Debtor reports total assets of $2,000,000 and total liabilities of $3,565,248. Honorable Bankruptcy Judge Julia W. Brand handles the case. The Debtor is represented by Jaenam Coe, Esq. at LAW OFFICES OF JAENAM COE PC. UNLIMITED ENTERPRISES: Taps Theodore N. Stapleton P.C. as Counsel ----------------------------------------------------------------- Unlimited Enterprises Realty LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Theodore N. Stapleton P.C., as counsel. The firm will provide these services: a. advise the Debtor generally regarding matters of bankruptcy law; b. prepare and assist in the preparation of pleadings, exhibits, applications, reports, and accounting in connection with the Debtor's schedules, and other documents necessary to the administration of these proceedings; c. investigate, analyze and evaluate potential claims of the estate, including claims for recovery of avoidable transfers under the Bankruptcy Code; d. advise the Debtor concerning Chapter 11 plans and alternatives thereto; e. represent the Debtor at hearings and conferences with regard to administration of this case and any of the foregoing matters and prepare pleadings and papers in connection therewith; and f. represent and assist the Debtor with regard to any and all other matters relating to administration of the case. The firm will be paid at these rates: Theodore N. Stapleton $600 per hour Attorneys $200 to $600 per hour Paralegals and Project Assistants $50 to $175 per hour The Debtor paid the firm a retainer of $12,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Theodore N. Stapleton, Esq., a partner at Theodore N. Stapleton, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Theodore N. Stapleton, Esq. Theodore N. Stapleton, P.C. 2802 Paces Ferry Road SE, Suite 100-B Atlanta, GA 30339 Tel: (770) 436-3334 Email: tstaple@tstaple.com About Unlimited Enterprises Realty LLC Unlimited Enterprises Realty LLC is involved in the residential building construction industry. Unlimited Enterprises Realty LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No.: 25-51194) on February 4, 2025. In its petition, the Debtor reports estimated assets between $1 million and $10 million each. Honorable Bankruptcy Judge Paul Baisier handles the case. The Debtor is represented by Theodore N. Stapleton, Esq. at Theodore N. Stapleton P.C. UROGEN PHARMA: Adage Capital Holds 6.94% Equity Stake ----------------------------------------------------- Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross disclosed in a Schedule 13G filing with the U.S. Securities and Exchange Commission that as of December 31, 2024, they beneficially own 2,928,086 shares of UroGen Pharma Ltd.'s common stock representing 6.94% of the Company's outstanding shares of stock. About UroGen Pharma Ltd. Headquartered in Princeton, N.J., UroGen Pharma Ltd. -- http://www.urogen.com-- is a biotechnology company dedicated to developing and commercializing innovative solutions that treat urothelial and specialty cancers. The Company has developed RTGel reverse-thermal hydrogel, a proprietary sustained release, hydrogel-based technology that has the potential to improve therapeutic profiles of existing drugs. The Company's technology is designed to enable longer exposure of the urinary tract tissue to medications, making local therapy a potentially more effective treatment option. Florham Park, N.J.-based PricewaterhouseCoopers LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has incurred losses and experienced negative operating cash flows since its inception that raise substantial doubt about its ability to continue as a going concern. As of September 30, 2024, UroGen Pharma had $301.9 million in total assets, $276.4 million in total liabilities, and $25.5 million in total stockholders' equity. US HOUSING: Seeks to Hire Slocum Law as Counsel ----------------------------------------------- US Housing LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Slocum Law as counsel. The firm's services include: a. advising the Debtor as to the rights, duties, and powers as Debtor-in Possession; b. preparing and filing statements and schedules, plans, and other documents and pleadings necessary to be filed by the Debtor in this proceeding; c. representing the Debtor at all hearings, meetings of creditors, conferences, trials, and any other proceedings in this case; and d. performing such other legal services as may be necessary in connection with this case. Keith Slocum, Esq., an attorney at Slocum Law, will be paid $475 per hour for time spent in court and $425 per hour for time spent out of court. The paralegals are billed $150 per hour. The received a retainer in the amount of $16,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Keith D. Slocum, Esq., a partner at Slocum Law, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Keith D. Slocum, Esq. Slocum Law 370 Mallory Station Road Suite 504 Franklin TN, TN 37067 Tel: (615) 656-3344 Fax: (615) 647-0651 Email: keith@keithslocum.com About US Housing LLC US Housing, LLC owns the property located at 4013 Lynnwood Court, Franklin, Tenn., with an estimated value of $2.6 million. US Housing filed Chapter 11 petition (Bankr. M.D. Tenn. Case No. 25-00491) on February 5, 2025, listing $2,600,835 in assets and $1,877,432 in liabilities. Rodney Rose, member, signed the petition. Keith D. Slocum, Esq., at Slocum Law represents the Debtor as bankruptcy counsel. VAN SCOIT GROUP: Seeks Subchapter V Bankruptcy in Texas ------------------------------------------------------- On February 25, 2025, Van Scoit Group LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Texas. 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 Van Scoit Group LLC Van Scoit Group LLC is a Texas-based business primarily involved in the restaurant industry, operating Schlotzsky's Deli locations. Schlotzsky's Deli offers a variety of menu items, including their signature sandwiches, salads, soups, flatbreads, and pizzas, as well as sides like chips and cookies. Van Scoit Group LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 25-40641) on February 25, 2025. In its petition, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Mark X Mullin handles the case. The Debtor is represented by: Robert T DeMarco, Esq. DEMARCO MITCHELL, PLLC 12770 Coit Road, Suite 850 Dallas TX 75251 Tel: (972) 991-5591 E-mail: robert@demarcomitchell.com VANGUARD MEDICAL: Manamed Entitled to $282,327.38 in Damages ------------------------------------------------------------ Judge Gloria M. Navarro of the United States District Court for the District of Nevada granted the plaintiff's motion for summary judgment in the case captioned as MANAMED, INC, Plaintiff, vs. IVAN NUSSBERG, Defendant, Case No.: 2:24-cv-00898-GMN-DJA (D. Nev.). This case arises from a settlement agreement resulting from a previous lawsuit regarding a contract dispute. Plaintiff Manamed, Inc. is a manufacturer and seller of goods including medical devices. Manamed and non-party Vanguard entered into a contract for the sale of goods in May 2021, with payment due 30 days from the date of Plaintiff's invoice. As a part of the Contract, Defendant signed a personal guaranty in which he guaranteed full payment if Vanguard failed to pay. Defendant did not make a complete and timely payment for the goods in accordance with the agreement. Plaintiff subsequently commenced this action against Defendant Nussberg in the Eighth Judicial District Court of Nevada, which Defendant then removed to this Court. Plaintiff moves for summary judgment, arguing that Defendant is liable to Plaintiff for the unpaid balance of $282,327.38 for the breach of the original contract for the sale of goods, plus 1.5% interest per month. Because Defendant signed a personal guaranty, Plaintiff asserts that he is liable for the amount that Vanguard owes. Plaintiff further states that, because Vanguard did not make any payments due under the settlement agreement, it did not "fulfill the consideration for any release." Defendant does not contest that a breach occurred, nor that he signed a personal guaranty. Instead, he identifies that the settlement agreement between Plaintiff and Vanguard released all officers and guarantors from any action on this claim. As an officer and guarantor of Vanguard at the time of the execution of the settlement agreement, he argues that he is absolved from liability for the debt that Plaintiff is pursuing in this case. Defendant further asks the Court to sua sponte grant summary judgment in his favor, explaining that the settlement agreement provided for a remedy in the event of a breach: filing the Confession of Judgment in the case against Vanguard and enforce for the amount due plus 18% annual interest, plus attorney's fees of $5,000. Because the prescribed remedy that the parties agreed to is not the one Plaintiff seeks here, he argues that the Court must find in his favor. The Court finds that the remedy agreed to under the settlement agreement is not exclusive. Plaintiff is accordingly discharged from its duty to perform under the settlement agreement because Vanguard materially breached that agreement. Plaintiff is therefore no longer required to release Defendant as Vanguard's guarantor from liability and is entitled to seek damages from Defendant for the breach of the original contract, as it is doing in this action. Accordingly, the Court grants Plaintiff's Motion for Summary Judgment. The Court finds that Plaintiff is entitled to $282,327.38 plus 1.5% interest per month from July 1, 2023 to the date of this Order. Plaintiff's request for attorney's fees is denied without prejudice. A copy of the Court's decision is available at https://urlcurt.com/u?l=A5qzjA from PacerMonitor.com. About Vanguard Medical Vanguard Medical, LLC is a Connecticut limited liability company formed in September 2018. It conducts business throughout New England including significant business in the Commonwealth of Massachusetts. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-10561) on March 25, 2024, with $7,796,609 in assets and $6,694,550 in liabilities. Clancy Purcell, chief executive officer, signed the petition. Judge Janet E. Bostwick oversees the case. Peter N. Tamposi, Esq., at the Tamposi Law Group, PC, is the Debtor's bankruptcy counsel. VARALUZ LLC: Seeks to Sell Lighting Business at Auction ------------------------------------------------------- Varaluz, LLC seeks permission from the U.S. Bankruptcy Court for the District of Nevada, to sell substantially all of its Assets, free and clear of all liens, claims, encumbrances, and interests. The Debtor's business assets are comprised of accounts receivable, inventory, assumed contracts and leases, tangible personal property, intellectual property assets, books and records, good will. The Debtor wants to Ciana Lighting LLC or its assignee for $700,000. Brian Shapiro was appointed as Subchapter V Trustee in the case. The Debtor faces unexpected challenges with obtaining turnover of its receivables, which has adversely affected its ability to obtain inventory, resulting in decreased revenue and an inability to satisfy its post-petition rent obligations. Five lenders have asserted liens in Debtor's receivables, which totaled $833,765.67 on the Petition Date, however, the Debtor was able to enter into favorable settlements with the lenders. The Debtor maintains operation of three showrooms in Dallas, Texas; High Point, North Carolina; and Las Vegas, Nevada, as well as its warehouse in Las Vegas, Nevada. However, as a result of the challenges in collecting its receivables, the depressed market conditions, and reduction in new inventory for sale, Debtor was unable to satisfy its post-petition rent obligations, which now exceed $280,000. The Debtor has had numerous discussions with other companies and professionals in the industry seeking a new partner to infuse capital to enable Debtor to fund its post-petition rent obligations and to buy new inventory, however, the Debtor was not able to attract a new equity partner. Ciana Lighting approaches the Debtor regarding a potential sale of its Assets and expeditiously undertook due diligence and ultimately offers to acquire substantially all of Debtor's assets. The Debtor has decided to withdraw its reorganization Plan to pursue the sale to Ciana Lighting to ensure the value of its assets are maximized for the benefit of the Debtor's creditors. Ciana Lighting's $700,000 purchase price, coupled with cutting the administrative burn by turning over the non-assumed lease spaces, will allow Debtor, likely through a plan or structured dismissal, to pay in full all allowed secured claims and administrative claims, including the significant post-petition rent that has accrued, and to make a distribution to priority creditors and possibly unsecured creditors. The Sale of the Assets is subject to overbid and for any competing bids, a deposit in the form of a cash or cashier's check must be provided in the amount of 10% of the bid seven days before the auction. The Sale Order will be entered by April 1, 2025, and the closing occur by April 30, 2025. In the event a Qualified Bid is submitted by the Bid Deadline, an auction will be conducted via zoom seven days prior to the Sale Hearing. If Ciana Lighting submits the only Qualified Bid, no auction will be conducted. At the conclusion of the auction, the Debtor will determine which bid constitutes the highest and best offer and which bidder is prevailing bidder. About Varaluz, LLC Las Vegas-based Varaluz, LLC handcrafts luxury lighting, mirrors and home decor using eco-friendly recycled materials. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-13181) on June 25, 2024, with $2,758,605 in assets and $2,964,555 in liabilities. Ronald F. Henderson, managing member, signed the petition. Talitha Gray Kozlowski, Esq., at Garman Turner Gordon, LLP represents the Debtor as legal counsel. VERITIV OPERATING: S&P Reinstates 'B+' Term Loan Rating ------------------------------------------------------- S&P Global Ratings reinstated its 'B+' rating on Veritiv Operating Co.'s term loan due November 2030, which it withdrew in error in January 2025. Additionally, S&P's updated its records to indicate the $1.594 billion balance. VERRICA PHARMACEUTICALS: Caligan Partners Hold 9.99% Equity Stake ----------------------------------------------------------------- Caligan Partners LP and David Johnson disclosed in a Schedule 13G filing with the U.S. Securities and Exchange Commission that as of December 31, 2024, they beneficially own 15,856,653 shares of Verrica Pharmaceuticals Inc.'s common stock, representing 9.99% of the Company's outstanding shares of stock. About Verrica Pharmaceuticals West Chester, Pa.-based Verrica Pharmaceuticals Inc. is a dermatology therapeutics company developing and selling medications for skin diseases requiring medical intervention. As of March 31, 2024, the Company had $66.3 million in total assets, $64.8 million in total liabilities, and $1.5 million in total stockholders' equity. Going Concern The Company cautioned in Form 10-Q Report for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. The Company has incurred substantial operating losses since inception and expects to continue to incur significant losses for the foreseeable future and may never become profitable. As of March 31, 2024, the Company had an accumulated deficit of $250.8 million. For the three months ended March 31, 2024, and 2023, the Company reported net losses of $20.3 million and $6.6 million, respectively. The Company plans to secure additional capital in the future through equity or debt financings, partnerships, or other sources to carry out its planned commercial and development activities. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce, or eliminate its future commercialization efforts or research and development programs. VETERANS EMPOWERING: Seeks to Hire J.M. Cook as Counsel ------------------------------------------------------- Veterans Empowering Veterans, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ J.M. Cook, P.A. as counsel. The firm will provide these services: a. prepare on behalf of the Debtor, necessary applications, complaints, answers, orders, reports, motions, notices, plan of reorganization, disclosure statement and other papers necessary in Debtor's reorganization case; b. assist the Debtor in evaluating the legal basis for, and effect of, the various pleadings that will be filed in the Chapter 11 case by the Debtor and other parties in interest; c. perform all necessary legal services in connection with the Debtor's reorganization, including Court appearances, research, opinions and consultations on reorganization options, direction and strategy; d. assist the Debtor in preparing the monthly operating reports and evaluating and negotiating the Debtor's or any other party's Plan of Reorganization and any associated Disclosure Statement; e. commence and prosecute any and all necessary and appropriate actions and/or proceedings on behalf of the Debtor; and f. perform all other legal services for the Debtor which may be necessary and proper in these proceedings and in keeping with his fiduciary duty. The firm will be paid at these rates: J.M. Cook $300 per hour Paralegal $175 per hour The firm was paid a retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. J.M. Cook, Esq. a partner at J.M. Cook, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: 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 Veterans Empowering Veterans Veterans Empowering Veterans, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 25-00445) on February 6, 2025, with $100,001 to $500,000 in assets and liabilities. J.M. Cook, Esq. at J.M. Cook, P.A. represents the Debtor as legal counsel. VIA ESCUELA: Plan Exclusivity Period Extended to March 31 --------------------------------------------------------- Judge Deborah J. Saltzman of the U.S. Bankruptcy Court for the Central District of California extended Via Escuela Consulting, LLC's exclusive periods to file a plan of reorganization and obtain acceptance thereof to March 31 and May 30, 2025, respectively. As shared by Troubled Company Reporter, the Debtor is a California Limited Liability Company established in 2022. The major assets of the company are two real properties known as: 1043 E Via Escuela in Palm Springs, CA 92262; and 3193 Budau Ave., Los Angeles, CA 90032 (Rental Property). The Palm Springs property is vacant and the debtor is making some minor construction to help enable it to be put for sale in a short time. The debtor has tenants in the Los Angeles property and receives sufficient rental income to propose a plan. The Debtor's primary goal is to complete the construction work on the palm spring property and sell its two properties to pay off all of its debts with the proceeds of the sales. The Debtor asserts that it is not using exclusivity as a tactical device to force creditors to accept a proposed plan. The extension of exclusivity is not to pressure any creditor to submit to any plan demands. If exclusivity is terminated, the Debtor may be forced to divert time and resources away from the process it is now pursuing in order to defend against a competing plan filed by a hostile creditor. That scenario will needlessly complicate the Bankruptcy Case and could result in substantial extra costs that might otherwise be avoided. Via Escuela Consulting, LLC is represented by: Onyinye N. Anyama, Esq. Anyama Law Firm, A Professional Corporation 18000 Studebaker Road, Suite 325 Cerritos, CA 90703 Telephone: (562) 645-4500 Facsimile: (562) 645-4494 Email: info@anyamalaw.com About Via Escuela Consulting Via Escuela Consulting, LLC, owns two properties in California having a total current value of $2.26 million. Via Escuela Consulting sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-17567) on Sept. 17, 2024. In the petition signed by Melissa Regina Alvarado, principal, the Debtor disclosed $2,260,700 in assets and $2,019,299 in liabilities. Onyinye N. Anyama, Esq., at Anyama Law Firm, serves as the Debtor's counsel. VILLAGE OAKS SENIOR: No Resident Complaints, PCO Report Says ------------------------------------------------------------ Blanca Castro, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Eastern District of California her third report regarding the quality of patient care provided at Village Oaks Senior Care, LLC's assisted care living facility. The Local Long-Term Care Ombudsman Program (LTCOP) ombudsman visited the facility on Dec. 27 last year, and on Jan. 29 with a total census of 11 residents. The Ombudsman noted that residents did not report any complaints and staffing levels are currently stable. The Ombudsman observed that the Administrator, Jennifer Hinch, and Facility Director, Laurie Treadway, have been responsive and engaged in discussions about resident care, visitation and communication with residents and their families. To date, the bankruptcy petition has had no noticeable impact on the residents within the community. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=4CSSQs from PacerMonitor.com. The ombudsman may be reached at: Blanca E. Castro State Long-Term Care Ombudsman Office of the State Long-Term Care Ombudsman California Department of Aging 2880 Gateway Oaks Drive, Suite 200 Sacramento, CA 95833 Telephone: (916) 928-2500 Email: blanca.castro@aging.ca.gov About Village Oaks Senior Care Village Oaks Senior Care, LLC, a company in El Dorado Hills, Calif., owns and operates community care facilities for the elderly. Village Oaks Senior Care filed Chapter 11 petition (Bankr. E.D. Calif. Case No. 24-22206) on May 21, 2024, with total assets of $1,440,832 and total liabilities of $3,369,013 as of Dec. 31, 2023. Lisa Holder, Esq., a practicing attorney in Bakersfield, Calif., serves as Subchapter V trustee. Judge Christopher D. Jaime oversees the case. D. Edward Hays, Esq., at Marshack Hays Wood, LLP, is the Debtor's legal counsel. Blanca Castro has been appointed as patient care ombudsman in the Debtor's Chapter 11 case. WATERFRONT RESORT: Taps Berger Fischoff Shumer Wexler as Attorney ----------------------------------------------------------------- Waterfront Resort Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Berger, Fischoff, Shumer, Wexler & Goodman LLP as attorney. The firm's services include: a. providing legal advice with respect to the powers and duties of the Debtor-in-Possession in the continued management of its business and property; b. representing the Debtor before the Bankruptcy Court and at all hearings on matters pertaining to its affairs, as Debtor-in-Possession, including prosecuting and defending litigated matters as they arises during the Chapter 11 case; c. advising and assisting the Debtor in the preparation and negotiation of a Plan Reorganization with its creditors; d. preparing all necessary or desirable applications, answers, orders, reports, documents and other legal papers; and e. performing all other legal services for the Debtor which may be desirable and necessary. The firm will be paid at these rates: Partners $585 to $685 per hour Associates $500 to $550 per hour Paralegals $210 per hour The firm will be paid a retainer in the amount of $50,000, plus $1,738 filling fee. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Heath Berger, Esq., a partner at Berger, Fischoff, Shumer, Wexler, Goodman, 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: Heath S. Berger, Esq. Berger, Fischoff, Shumer, Wexler, Goodman, LLP 6901 Jericho Turnpike, Suite 230 Syosset, NY 11791 Tel: (516) 747-1136 Email: hberger@bfslawfirm.com About Waterfront Resort Holdings LLC Waterfront Resort Holdings LLC is the fee owner of 105 unsold units at the Allura Waterfront Condominium, as well as a parking unit, located at 109-09 15th Avenue, College Point, NY 11356. The current estimated value of the Debtor's interest in the property is approximately $80 million. Waterfront Resort Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No.: 25-40041) on January 6, 2025. In its petition, the Debtor reports total assets of $80,006,241 and total liabilities of $70,500,000. Honorable Bankruptcy Judge Nancy Hershey Lord handles the case. Heath S. Berger, Esq. of Berger, Fischott, Shumer, Wexler & Goodman LLP represents the Debtor as counsel. WAV REALTY: Seeks Chapter 11 Bankruptcy in New York --------------------------------------------------- On February 24, 2025, WAV Realty Holdings Inc. filed Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of New York. According to court filing, the Debtor reports $1,232,557 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About WAV Realty Holdings Inc. WAV Realty Holdings Inc. is a debtor with one real estate asset, as defined under 11 U.S.C. Section 101(51B). The Debtor owns the property at 5720 Old Sunrise Highway, Massapequa, NY, which is valued at approximately $1.07 million. WAV Realty Holdings Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 25-70728) on February 18, 2025. In its petition, the Debtor reports total assets of $1,074,960 and total liabilities of $1,232,557. Honorable Bankruptcy Judge Robert E. Grossman handles the case. The Debtor is represented by: Harold M. Somer, Esq. HAROLD M. SOMER, P.C. 1025 Old Country Road, Suite 404 Westbury, NY 11590-5648 Tel: (516) 248-8962 Fax: (516) 333-0654 E-mail: haroldsomer@hsomerlaw.com WELLPATH HOLDINGS: Jurgens, et al. Suit Stayed Due to Bankruptcy ---------------------------------------------------------------- Judge Karin J. Immergut of the United States District Court for the District of Oregon granted the County Defendants' motion for summary judgment in the case captioned as TAMMY JURGENS, as personal representative of the Estate of Linda Brown, deceased, Plaintiff, v. COLUMBIA COUNTY, an Oregon municipality; BRIAN PIXLEY, in his official capacity; SOPHIE FRAZIER, in her individual and official capacities; JUSTEN JUMP, in his individual and official capacities; ALEX BUNCH, in his individual and official capacities; CORRECT CARE SOLUTIONS, LLC, d/b/a Wellpath LLC; MADELINE GRIFFITH, in her individual capacity; and KELSIE HANSON, in her individual capacity, Defendants, Case No. 3:22-cv-00300-IM (D. Ore.). This case is stayed as to Wellpath Defendants. Before the Court are two motions for summary judgment. The first is a Motion for Summary Judgment filed by Defendants Correct Care Solutions, LLC d/b/a Wellpath, LLC and its employees, nurses Madeline Griffith and Kelsie Hanson (collectively "Wellpath Defendants"). The second is a Motion for Summary Judgment filed by Defendants Columbia County and its individual officers Deputy Alex Bunch, Corporal Sophie Frazier, Corporal Justen Jump, and Sheriff Brian Pixley (collectively "County Defendants"). This case concerns the death of Linda Brown on Oct. 23, 2020, while she was in custody at the Columbia County Jail. Fourth Amended Complaint. On Feb. 24, 2022, Plaintiff Tammy Jurgens filed this action as the personal representative of Ms. Brown's estate. Plaintiff has three grounds for her claims. First, she sues all Defendants under 42 U.S.C. Sec. 1983 for a violation of Ms. Brown's Fourteenth Amendment rights, alleging Defendants failed to provide necessary medical care. Second, Plaintiff sues all Defendants for wrongful death under Oregon law. Third, she sues County Defendants for disability discrimination under Title II of the Americans with Disabilities Act. She seeks economic and noneconomic damages for all claims, punitive damages for her Sec. 1983 and ADA claims, attorney's fees, costs, and expert witness fees for her Sec. 1983 claims, and pre-judgment and post-judgment interest on all amounts due. Both sets of Defendants move for summary judgment on all of Plaintiff's claims. Defendants also seek summary judgment on Plaintiff's request for pre-judgment interest on her wrongful death claims, and her request for punitive damages on her Sec. 1983 and ADA claims. County Defendants additionally seek summary judgment on Plaintiff's wrongful death claims against the individual County Defendants and Plaintiff's claim for non-economic damages on her ADA claim. This Court heard oral argument on Defendants' Motions on Aug. 15, 2024. On Nov. 19, 2024, counsel for Wellpath notified the Court that Wellpath had filed a voluntary bankruptcy petition under Chapter 11 and that the bankruptcy court stayed all lawsuits against Wellpath and non-debtor defendants. On Jan. 28, 2025, the Parties notified the Court that the bankruptcy court had lifted the stay as to the non-debtor defendants. Although the Court would be prepared to rule on Wellpath's summary judgment motion, in light of the stay, it declines to do so until the stay is lifted. Accordingly, this case is stayed as to Wellpath Defendants. Wellpath Defendants are ordered to file a status report on the status of the bankruptcy proceeding in sixty (60) days and every sixty (60) days thereafter. Based on the briefs, oral argument, and record of this case, the Court grants the County Defendants' Motion for Summary Judgment. According to the Court, Plaintiff has failed to establish that Corporal Jump and Deputy Bunch violated her constitutional rights, and, in any event, the individual officers are entitled to qualified immunity. Plaintiff also has not shown evidence that Corporal Frazier or Sheriff Pixley played any role in causing her death. Plaintiff has additionally failed to show a municipal policy to support her Sec. 1983 claim against Columbia County. As to negligence, there is no evidence that any County Defendant was a foreseeable cause of Ms. Brown's death. On her ADA claims, Plaintiff has not shown that she has standing, the Court finds. A copy of the Court's decision is available at https://urlcurt.com/u?l=aSx4n1 from PacerMonitor.com. About Wellpath Holdings, Inc. Wellpath Holdings, Inc. f/k/a CCS-CMGC Holdings, Inc., is a provider of medical and mental healthcare in jails, prisons, and inpatient and residential treatment facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90533) on November 11, 2024, with $1 billion to $10 billion in assets and liabilities. Timothy Dragelin, chief restructuring officer and chief financial officer, signed the petitions. The Debtor tapped Marcus A. Helt, Esq. at McDERMOTT WILL & EMERY LLP as bankruptcy counsel; FTI CONSULTING, INC. as financial advisor; and LAZARD FRERES & CO. LLC and MTS PARTNERS, LP as investment bankers. WELLPATH HOLDINGS: Unsecureds' Recovery "Unknown" in Joint Plan --------------------------------------------------------------- Wellpath Holdings, Inc., and certain of its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement for Joint Chapter 11 Plan dated February 15, 2025. Wellpath is the premier provider of localized, high quality, compassionate care to vulnerable patients in challenging clinical environments. Wellpath is the leading medical and mental health services provider in correctional facilities, inpatient and residential treatment facilities, forensic treatment facilities, and civil commitment centers. Headquartered in Nashville, Tennessee with operations in approximately 420 facilities across 39 states, Wellpath provides outsourced solutions to the correctional healthcare and behavioral healthcare industries. Wellpath offers an array of healthcare services to its federal, state, and local government partners, including on-site medical services, telehealth and mental health programs, and pharmacy management. Starting in January 2024, to address the Debtors' significant maturity wall, Lazard Freres & Co. LLC, as the Debtors' restructuring investment banker, worked closely with the Debtors' legal counsel, McDermott Will & Emery LLP, to pursue an out-of-court recapitalization transaction involving a sale of the Debtors' behavioral health division, Recovery Solutions. The Debtors sought to use proceeds from a potential sale of the Recovery Solutions Business to pay down a significant portion of the Prepetition First Lien Credit Facility to facilitate an extension of the remaining debt amounts. As such, between January and March of 2024, Lazard prepared for the marketing process of the Recovery Solutions Business. The Debtors and Lazard began engaging with an ad hoc group of lenders (the "Ad Hoc Group") represented by Akin Gump Strauss Hauer & Feld LLP, as counsel, Houlihan Lokey Capital, Inc., as investment banker, and Ankura Consulting Group LLC, as financial advisor, to begin discussions about potential out-of-court balance sheet solutions. On August 30, 2024 (as later amended on September 30, 2024 and October 31, 2024), the Debtors and the Ad Hoc Group executed the Forbearance Agreements to forbear from taking enforcement actions relating to the events of default in connection with the cash interest and amortization payments on the prepetition credit facilities as well as maturity of the Prepetition Revolving Credit Facility, with the goal to preserve liquidity and extend the runway to continue working toward an amicable solution. However, despite the Debtors' robust marketing process, after several weeks of further diligence and management presentations, the Debtors only received one formal second-round check-in bid, which was at a reduced valuation from the preliminary indication of interest. While Wellpath and its advisors tried to keep the bidder engaged, the Debtors also attempted to reengage with other bidders between August and September of 2024. The Debtors did not receive any acceptable bids at the conclusion of the Debtors' bidding process. Consequently, the Debtors temporarily put the marketing process on hold and pivoted to negotiating the terms of an in court restructuring with the Ad Hoc Group. These negotiations ultimately led to the execution of the Restructuring Support Agreement, dated November 11, 2024 (the "Restructuring Support Agreement"), which forms the basis for the Plan. The Restructuring Support Agreement provides a flexible structure that will enable the parties to explore the most value-maximizing restructuring alternative available. Under the Restructuring Support Agreement, the Debtors' proposed restructuring has several components. * First, to fund these chapter 11 cases and the processes and transactions contemplated by the Restructuring Support Agreement, the Debtors secured access to a debtor-in-possession financing facility in the aggregate principal amount of $362,250,000 consisting of up to (a) $105,000,000 in new money term loans and (b) $257,250,000 in "rolled up" prepetition secured loans subject to adjustment in accordance with the DIP Orders (the "DIP Facility"). All Prepetition Lenders had the opportunity to participate in the $105,000,000 new money term loan financing, which was syndicated following the "first day" hearing in these chapter 11 cases. The Prepetition Lenders party to the Restructuring Support Agreement as of the Petition Date agreed to backstop the new money term loan financing. All Prepetition Lenders that participated in the new money financing had certain of their prepetition debt holdings rolled up into the DIP Facility. The Bankruptcy Court entered the DIP Orders approving the DIP Facility. * Second, the Restructuring Support Agreement contemplates an active, open marketing process for a value maximizing sale for substantially all or one or more subsets of the Debtors' assets. To that end, the Bankruptcy Court entered the Bidding Procedures Order approving the Bidding Procedures for such a sale and certain related dates and deadlines. The Bidding Procedures provided for a dual track process that allowed the Debtors flexibility to market assets associated with the Recovery Solutions Business and the Corrections Business. Although the Bidding Procedures and the Restructuring Support Agreement provided for a longer runway for the sale of the Corrections Business assets, the Bankruptcy Court approved a faster timeline to market and consummate the sale of the Recovery Solutions Business assets. As further explained in the Bidding Procedures Motion, given (a) the extensive marketing process that occurred prepetition, (b) upcoming contract renewals, and (c) the vulnerable patients the Recovery Solutions Business serves, this expeditious timeline was warranted under the circumstances. On January 27, 2025, the Debtors closed the sale transaction relating to the Recovery Solutions Business and, as a result, the DIP Obligations were deemed satisfied in full. * Third, although the Debtors did not receive a Qualified Bid for the Corrections Business, under the Restructuring Support Agreement and pursuant to the Plan, the Required Consenting First Lien Lenders have committed to purchase in a direct private placement new equity interests in Reorganized Wellpath, subject to a post-petition marketing process for sale(s) of these assets under section 363 of the Bankruptcy Code. The Required Consenting First Lien Lenders party to the Restructuring Support Agreement as of the Petition Date agreed to backstop the Debtors' proposed equity financing in respect of Reorganized Wellpath. The Debtors were unable to enter a sale transaction relating to the Corrections Business and, as a result, are seeking to confirm and consummate the Plan (and the Restructuring Transactions contemplated therein) in accordance with the Restructuring Support Agreement and the Restructuring Transactions Memorandum. * Finally, the Debtors propose an expeditious chapter 11 process that appropriately balances the Debtors' restructuring goals, the health and safety of their patients, and notice and due process considerations. It is critical that the Debtors emerge from these chapter 11 cases as soon as reasonably practicable due to the nature of their businesses and their vulnerable patient population. The Debtors believe that consummation of the transactions contemplated in the Restructuring Support Agreement will ensure continued operations of their healthcare services, employment of their physicians, and safety of their patients. Any delay puts the well-being of the Debtors' patients at risk and increases the likelihood of irreparable harm to the Debtors' businesses. Class 6 consists of General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of the beneficial interests in the Liquidating Trust, along with the Holders of Allowed First Lien Deficiency Claims in Class 4 and Holders of Allowed Second Lien Deficiency Claims in Class 5. The allowed unsecured claims total $335,000,000 to $405,000,000. This Class will receive between 0% and Unknown. The Debtors shall fund Plan Distributions pursuant to the Restructuring Transactions, as applicable, with (a) the issuance of the New Common Equity, including through the Equity Financing; (b) the issuance of or borrowings under the Takeback Facility; (c) the Liquidating Trust Assets; (d) the Liquidating Trust Initial Funding; and (e) Cash on hand. Each distribution and issuance referred to in Article IV of the Plan shall be governed by the terms and conditions set forth in the Plan or the Liquidating Trust Agreement applicable to such distribution or issuance and by the terms and conditions of the instruments or other documents evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. On the Effective Date, Reorganized Wellpath shall issue the New Common Equity pursuant to the Equity Financing and the Plan. The issuance of the New Common Equity, including equity on account of the Commitment Premium and Backstop Premium by the Post Restructuring Debtors shall be authorized without (a) the need for any further corporate, limited liability company, partnership, or other governance action and without any action by the Holders of Claims, members, managers, directors, or officers of the Debtors or Post-Restructuring Debtors, as applicable, or other parties in interest, (b) notice to or order or other approval of the Bankruptcy Court, (c) act or omission under applicable law, regulation, order, or rule, or (d) vote, consent, authorization, or approval of any Person. The Plan provides that the Post-Restructuring Debtors shall contribute cash in an amount equal to $3,000,000 to the Liquidating Trust on the Effective Date, which shall be allocated to satisfy the carrying costs of maintaining and administering the Liquidating Trust. The Liquidating Trust Assets include the Liquidating Trust Causes of Action and a certain uncertificated, non-transferrable contractual contingent value right (the "CVR"), which right shall be governed by the CVR Agreement entered into by Reorganized Wellpath and the Liquidating Trust. A full-text copy of the Disclosure Statement dated February 15, 2025 is available at https://urlcurt.com/u?l=qvmGdR from PacerMonitor.com at no charge. Counsel to the Debtors: MCDERMOTT WILL & EMERY LLP Felicia Gerber Perlman, Esq. Bradley Thomas Giordano, Esq. Jake Jumbeck, Esq. Carole Wurzelbacher, Esq. Carmen Dingman, Esq. 444 West Lake Street, Suite 4000 Chicago, Illinois 60606-0029 Telephone: (312) 372-2000 Facsimile: (312) 984-7700 Email: fperlman@mwe.com bgiordano@mwe.com jjumbeck@mwe.com cwurzelbacher@mwe.com cdingman@mwe.com - and - MCDERMOTT WILL & EMERY LLP Steven Z. Szanzer, Esq. One Vanderbilt Avenue New York, New York 10017 Telephone: (212) 547-5400 Facsimile: (212) 547-5444 Email: sszanzer@mwe.com MCDERMOTT WILL & EMERY LLP Marcus A. Helt, Esq. 2501 N. Harwood Street, Suite 1900 Dallas, Texas 75201-1664 Telephone: (214) 295-8000 Facsimile: (972) 232-3098 Email: mhelt@mwe.com About Wellpath Holdings Wellpath Holdings, Inc., formerly known as CCS-CMGC Holdings, Inc., is a provider of medical and mental healthcare in jails, prisons, and inpatient and residential treatment facilities. Wellpath Holdings and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-90533) on Nov. 11, 2024. Timothy Dragelin, chief restructuring officer and chief financial officer, signed the petitions. At the time of the filing, the Debtors reported $1 billion to $10 billion in assets and liabilities. Judge Alfredo R. Perez oversees the cases. The Debtors tapped Marcus A. Helt, Esq. at McDermott Will & Emery, LLP as bankruptcy counsel; FTI Consulting, Inc., as financial advisor; and Lazard Freres & Co., LLC and MTS Partners, LP as investment banker. WESCO INT'L: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed WESCO International, Inc.'s and WESCO Distribution, Inc.'s (collectively, WESCO) Long-Term Issuer Default Ratings (IDRs) at 'BB+' with a Stable Outlook. Fitch assigned 'BB+' ratings with a Recovery Rating of 'RR4' to WESCO's proposed senior unsecured notes. The proceeds will be used for general corporate purposes, including repaying the ABL and AR facility before redeeming the preferred stock. WESCO's senior unsecured notes have been affirmed at 'BB+'/'RR4', preferred stock at 'BB-'/'RR6' and ABL facility at 'BBB-'/'RR1'. The ratings reflect WESCO's scale, strong market position, end-market diversification, FCF generation and financial flexibility. The rating also reflects Fitch's expectation WESCO will manage EBITDA leverage below 3.5x while executing its growth strategy, which includes tuck-in acquisitions and capitalizing on secular trends, despite near-term softness in utility and broadband customer spending. A demonstrated commitment to a conservative financial policy and a simplified, less encumbered capital structure could provide positive rating momentum. Key Rating Drivers Beneficiary of Secular Trends: Fitch expects WESCO to benefit from long-term secular trends including growth of data centers and AI, electrification, automation, and grid modernization. According to management, robust data center demand is expected to drive mid-single-digit revenue growth in the Communication & Security Solutions (CSS) business in 2025 while demand from utility customers is expected to recover in the second half of the year. Long-term demand in industrial, non-residential construction, utilities and other end markets are expected to be robust. Fitch expects smaller bolt-on acquisitions to complement the company's growth profile, driving mid-single-digit revenue growth over the forecast period. Leading North American Market Position: Fitch believes WESCO 's leading market position in the electrical and data communication distribution industry in North America is supportive of the credit profile. The overall market remains highly fragmented, with few competitors that have a meaningful market share. WESCO expects to benefit from further industry consolidation with market share gains contributing to growth over the medium term. Fitch expects that WESCO will further strengthen its market position and bolster its growth through bolt-on acquisitions. Fitch also believes there are competitive advantages, including operational leverage and increased market position defensibility through broad customer and supplier relationships. Financial Policy: Fitch believes WESCO's capital allocation will focus on growth, including M&A and returning capital to shareholders. It is expected to manage its EBITDA leverage between 3.0x and 3.5x over the next 12-24 months while balancing these capital allocation priorities. Fitch believes WESCO has the capacity to deliver on its current net leverage target range of 1.5x to 2.5x (revised from its prior net leverage range of 2.0x to 3.5x in 2024) as EBITDA recovers and it uses FCF to pay down its ABL and AR securitization facility. Healthy FCF Margin: Fitch expects FCF margins between 3% and 4% through the forecast period. WESCO is guiding for FCF of $600 million to $800 billion in 2025. WESCO has historically generated stable and strong FCF, which Fitch views as a positive credit driver. Cash generation is typically countercyclical for distributors as they have the flexibility to unload inventory while scaling back purchases in periods of downturn. Diversified Business Profile: WESCO serves a balanced mix of end markets including industrial, construction, utilities and data communications. The company's diversification helps offset the cyclicality of end markets and its exposure to residential construction is minimal. WESCO also has well-diversified product lines, suppliers and customers. The company has almost 140,000 customers with its top 10 customers accounting for just 12% of 2024 sales. Derivation Summary WESCO has an operating profile similar to IT-focused distributors such as Avnet, Inc. (BBB-/Stable), Ingram Micro Inc. (BB/Stable) and Arrow Electronics, Inc. (BBB-/Stable), with EBITDA margins in the mid-to-high single digits and countercyclical free cash flow. The company has successfully deleveraged, mainly through EBITDA growth, following the integration of Anixter, Inc. but leverage remains higher than Avnet, Inc. and Arrow Electronics, Inc. Compared with more industrial-focused distributors, WESCO has greater scale, lower profitability margins and comparable end-market cyclicality. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A less conservative policy leading to EBITDA leverage sustained above 3.5x; - A deterioration in the operating profile or working capital management leading to heightened variability or a sustained contraction in FCF margins; - An inability to implement or execute on management strategy leading to a deterioration in the operating profile, higher costs, or loss of market share. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Commitment to a conservative financial and capital allocation policy leading to EBITDA leverage sustained below 3.0x, along with a debt structure consisting mostly of unsecured debt. Liquidity and Debt Structure As of Dec. 31, 2024, WESCO had total liquidity of approximately $1.7 billion comprised of $383 million of available cash, $1.2 billion of revolver availability, net of borrowings, letters of credit and borrowing base reserves, and $100 million of availability under its receivables facility. WESCO's debt structure as of Dec. 31, 2024 consists of $525 million outstanding on the $1,725 million revolving ABL facility, $1,450 million outstanding on its AR securitization facility, and $3.1 billion of senior unsecured notes. The company's subsidiary, WESCO Distribution, Inc., is the issuer of $1.3 billion of unsecured notes due 2028, $900 million of unsecured notes due 2029, and $850 million of unsecured notes due 2032. The company has $4.2 million of 6% unsecured notes due 2025 issued by Anixter Inc. outstanding as of Dec. 31, 2024. Fitch assigns 50% equity credit (EC) to the $540.3 million series A preferred stock, as the instrument is senior only to common equity and does not contain any material covenants or events of default. The coupon is cumulative, which limits further EC considerations. Issuer Profile WESCO International is a global distributor of electrical and communications products and a provider of logistics and supply chain services. 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 ----------- ------ -------- ----- WESCO Distribution, Inc. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ New Rating RR4 senior secured LT BBB- Affirmed RR1 BBB- senior unsecured LT BB+ Affirmed RR4 BB+ WESCO International, Inc. LT IDR BB+ Affirmed BB+ preferred LT BB- Affirmed RR6 BB- Anixter Inc. senior unsecured LT BB+ Affirmed RR4 BB+ WESCO INT'L: Moody's Affirms 'Ba2' CFR, Outlook Stable ------------------------------------------------------ Moody's Ratings affirmed the Ba2 corporate family rating and Ba2-PD probability of default rating of WESCO International, Inc. At the same time, Moody's affirmed the Ba3 senior unsecured notes rating and assigned new Ba3 rating to WESCO Distribution, Inc.'s proposed backed senior unsecured notes. The outlook is stable. Moody's expects the terms and conditions of the eight year proposed senior unsecured notes to be consistent with WESCO Distribution, Inc.'s outstanding Ba3 unsecured notes. Proceeds from the notes will be used to repay bank debt until the company's $540 million of 10.625% perpetual preferred stock outstanding becomes callable at par in June 2025. Associated net cash flow savings of eliminating the 10.625% perpetual preferred stock dividend are about $57 million annually, against an anticipated lower cost of capital for the proposed senior unsecured notes. RATINGS RATIONALE The affirmation of WESCO's Ba2 CFR reflects the company's large scale of over $20 billion in revenue, vast global operating footprint, and diverse product offering through its Electric & Electronic Solutions, Communications & Security Solutions, and Utility and Broadband Solutions business segments. The company is well positioned to benefit from growth in AI-driven data centers, investments into energy efficiency and security solutions. WESCO is not a manufacturer, but a distributor, and does not have an onerous capital expenditure obligation, which supports consistent free cash flow generation. Moody's expects WESCO to generate around $550 million of free cash flow in 2025, post dividends. Financial policy includes a growth through acquisition strategy, which Moody's expects to be focused on bolt-on size transactions, and management has established a track record of discipline in managing its balance sheet post the transformative Anixter Inc. transaction in 2020. Furthermore, WESCO remains committed to its long term net leverage target of 1.5x to 2.5x net debt to EBITDA. WESCO is reliant on its $1.725 billion asset based revolving credit facility to fund working capital needs, which can be volatile as a distributor, fund its bolt-on acquisition strategy, pay dividends, and repurchase common stock. Amounts borrowed from these facilities can be repaid to an extent with free cash flow generation. Moody's projects a marginal improvement in 2025 adjusted debt-to- EBITDA (Moody's adjusted) to 3.6x, from 3.7x in 2024, mainly as a result of end market improvement, particularly in the Utility and Broadband Solutions business segment. At December 31, 2024, there were $525 million outstanding on the ABL facility and $1.45 billion drawn on its $1.55 billion accounts receivable securitization facility. Both facilities expire in 2027. The Ba3 rating on the senior unsecured notes is one notch below the Ba2 CFR and reflects the subordination to the revolving credit facility, which has a first-lien pledge on substantially all assets of the company, except accounts receivable backing the accounts receivable securitization facility. The stable outlook reflects Moody's expectations that WESCO will continue to generate solid free cash flow and balance shareholder returns within the confines of maintaining strong balance sheet within its long-term stated net leverage target range. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade to WESCO's rating could occur if adjusted debt-to-EBITDA (Moody's adjusted) is maintained near 3.0x. Upward rating movement also requires retained cash flow-to-debt to be consistently above 20%, operating margin above 8%, EBITA-to-interest expense near 4.5x, and maintenance of a very good liquidity profile. A downgrade could occur is WESCO pursues aggressive financial policies, including debt funded acquisitions or shareholder returns, and adjusted debt-to-EBITDA (Moody's adjusted) is sustained near 4.0x. Also, if liquidity weakens, including the lack of free cash flow, retained cash flow-to-debt falls to around 15%, and EBITA-to-interest expense is sustained near 3.0x. Headquartered in Pittsburgh, Pennsylvania, WESCO International, Inc. is a leading provider of business-to-business distribution, logistics services, and supply chain solutions. WESCO is a publicly traded company (WCC) and generated annual December 31, 2024 revenue of $21.8 billion. The principal methodology used in these ratings was Distribution and Supply Chain Services published in December 2024. WESTERN DIGITAL: Fitch Affirms 'BB+' LongTerm IDR, Off Watch Neg. ----------------------------------------------------------------- Fitch Ratings has removed Western Digital Corp.'s ratings from Rating Watch Negative (RWN). Fitch has affirmed the company's Long-Term Issuer Default Rating (IDR) at 'BB+' with a Stable Outlook. Fitch has affirmed the 1st-Lien senior secured debt at 'BBB-' with a Recovery Rating of 'RR2' and the senior unsecured debt at 'BB+'/'RR4'. The removal of the RWN follows Western Digital's completion of a tax-free spinoff to separate its flash business, Sandisk Corp. (BB/Stable), from its hard disk drive (HDD) business. The ratings and Outlook reflect structurally less cyclical post-separation operating results and a sufficiently healthy product portfolio. This should provide a path to more moderate leverage metrics through a combination of debt reduction and profitability growth before ultimately pivoting to capital returns with FCF. Key Rating Drivers Conservative Financial Policies: Western Digital plans to use a $600 million dividend from the Sandisk separation along with FCF to reduce debt and increase profitability over the next few years, aiming for net leverage of 1.0x-1.5x EBITDA. It will restart dividends in FY25Q4 but wait to resume share repurchases with FCF until it achieves this leverage target. At that point, the company has committed to return 100% of annual FCF. The rating incorporates moderate headroom for opportunistic financial policies, including more aggressive capital returns over time. Less Cyclical Growth: Fitch expects more stable revenue growth for Western Digital post-spinoff, driven by positive long-term cloud demand for mass capacity drives. Fitch considers the severe HDD downturn in calendar 2023 an anomaly and expects demand for mass capacity drives (nearline) to support low single-digit average positive revenue growth and potentially shallower inventory corrections for HDDs going forward. The rise in data related to artificial intelligence (AI) supports these growth expectations, while Fitch anticipates quarterly demand fluctuations as exposure to cloud service providers increases. More Predictable Investment Intensity: Fitch expects investment intensity to remain steady in the mid-single digits after the separation and become more stable yearly. Western Digital's direct competitor, Seagate Technology Holding plc, also maintains capital intensity in the mid-single digits. The consolidated industry structure in high-capacity HDDs, along with Western Digital's strong product line-up, position the company for rational supply additions through the rating horizon. In the near term, absorbing excess capacity created before the recent downturn supports growth with modest capital spending. Strengthening Profitability: Fitch expects Western Digital's gross profit margins to rise to the mid-30% range due to favorable sales mix dynamics and an improved position against its chief competitor, Seagate. Investments in AI infrastructure will accelerate data growth rates, and a significant portion of this data will be stored on near-line drives in the cloud, which offer higher-than-average gross margins. Western Digital's cost reduction initiatives over the last several years have structurally reduced operating expenses and should translate into higher EBITDA and FCF margins. Significant Technology Risk: Fitch expects technology risk will remain significant, driven by areal density increases in HDDs and technology transitions in manufacturing flash memory. New product delays, caused by lagging technology, would decrease prices and result in market share losses and significantly lower profitability. Despite the slowdown of Moore's Law, which predicted exponential growth in computing power, the HDD industry has achieved stable drives using energy-assisted technologies. This offers a roadmap for product introductions with increasing aerial densities through at least 2030. Leading Market Positions: Western Digital and Seagate each account for roughly half of all high capacity drives sold to cloud customers and video applications. This enables collaboration with cloud customers, which will represent the bulk of future revenue, while also moderating investments to minimize cyclicality. Both companies face competition from flash-based solutions for higher performance-driven workloads. However, significant investment intensity for silicon production should sustain the lower total cost of ownership for disk drives for cool- to cold-storage workloads. Derivation Summary Fitch believes Western Digital can absorb cyclicality while still prioritizing capital returns upon achieving its EBITDA net leverage target. Fitch expects Western Digital and Seagate (BB+/Stable) to maintain similar profitability and financial structures over the rating horizon. Both companies are likely to be opportunistic with capital returns due to the mature HDD growth profile, with Western Digital initiating a common dividend in FY25Q4. Both companies are increasingly concentrated to large cloud service providers. This requires balancing the uneven spending patterns of large cloud service providers and the weaker bargaining position that comes with concentration against the significant financial flexibility that these customers have to invest through the cycle. Compared with other 'BB'-category issuers rated by Fitch, Western Digital is stronger than Sandisk Corp. (BB/Stable), which is more conservatively capitalized but faces higher capital intensity and demand cyclicality. Western Digital has weaker financial flexibility than memory suppliers Micron Technology Inc. and SK Hynix Inc. (both rated BBB/Stable) and similarly conservative financial structures and policies. However, like Sandisk, Micron and SK encounter more cyclical pricing patterns and are more capital intensive. Key Assumptions - Price increases and robust AI demand drive strong recovery in FY25 from historic FY24 downturn; - Mid-single digit average revenue growth through the remainder of the forecast; - Increase mix of nearline drive revenue results in Fitch-estimated gross margins expanding from the mid-30%; - Operating expenses remain in the mid-teens range with operating leverage reducing intensity through the forecast period; - 4%-6% capital intensity; - Dividend from and sale of retained stake in Flash business drive near-term debt reduction; - Management initiates common dividend in FY25Q4 and uses 100% of excess FCF for stock buybacks upon achieving net leverage target; - Debt maturities are refinanced after achieving the EBITDA net leverage target. Recovery Analysis Fitch's recovery approach reflects generic assumptions about recoveries rather than issuer-specific recoveries. Under this approach, Fitch notches instruments against the IDR and assigns Recovery Ratings. Western Digital's first-lien senior secured debt includes fully drawn amounts under the 1st-Lien Credit Agreement and the 2029 and 2032 senior notes. Fitch believes the secured debt features one of the limitations in category two on a current and projected basis and, therefore, does not qualify for category one treatment, resulting in 'RR2'/'+1' notching. Fitch estimates that fully drawn secured gross leverage will be excessive in a downturn and could exceed 5.25x, which is 50% higher than the 3.5x EBITDA leverage mid-point for a 'BB' category U.S. technology issuer. Fitch equalizes the senior unsecured debt instrument ratings with the IDR and assigned 'RR4'/'0+' Recovery Ratings to the 2026 senior unsecured notes and $1.4 billion of 3.0% convertible senior notes. Fitch also does not rate the $900 million of preferred stock issued in January 2023, which Fitch treats as 100% debt due to its change of control features. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Expectations for annual FCF sustained below $500 million or FCF margins in the low single digits from persistently weaker than expected revenue trends or profit margins, indicating poor execution on its technology roadmap; - Expectations for EBITDA leverage sustainably above 3.0x, from debt issuance to support debt-funded shareholder returns persistently in excess of FCF. Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Expectations for annual FCF margins consistently in the mid to high single digits while structurally increase market share and diversifying end market and product exposure; - Public commitment to manage debt levels for EBITDA leverage sustainably below 2.5x. Liquidity and Debt Structure Pro forma for the separation, Western Digital's liquidity will be adequate and supported by $1.0 billion of cash and cash equivalents and an undrawn $1.25 billion 1st-lien senior secured revolving credit facility due January 2027. Fitch's forecast for $500 million of average annual FCF also supports liquidity. The company will use $600 million of dividend from Sandisk at separation and net proceeds from the sale of Western Digital's retained stake in Sandisk over the next 12 months for debt reduction. Issuer Profile Western Digital Corp. (WD) is a leading provider of storage technologies and solutions based upon hard disk-drives (HDD) and flash memory drives, for cloud, client and retail customers. 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 ----------- ------ -------- ----- Western Digital Corp. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ senior secured LT BBB- Affirmed RR2 BBB- WEX INC: Fitch Assigns BB+ FirstTime LongTerm IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'BB+' to WEX Inc. (WEX), Wright Express International Holdings Limited and WEX Card Holdings Australia Pty Ltd. Fitch has also assigned 'BBB-' ratings with Recovery Ratings of 'RR2' to the companies' co-issued secured revolver, existing term loans and proposed $500 million incremental term loan B issuance due 2032. In addition, Fitch has assigned 'BB+'/'RR4' ratings to WEX's proposed $500 million unsecured notes due 2033. The Rating Outlook is Stable. The ratings reflect WEX's strong market position in the fuel charge card and fleet management services space, its growth trajectory and strategic diversification efforts. The ratings also consider the company's capacity to generate FCF and its credit profile sensitivity to fuel price fluctuations. Fitch anticipates that WEX's deconsolidated leverage will remain within the 3.0x-4.0x range. The company's banking subsidiary bolsters the profitability of the consolidated profile and adds funding flexibility. Key Rating Drivers Cyclical Profile: WEX is exposed to cyclical sectors, such as travel and logistics, which depend on discretionary consumer spending, particularly in the U.S. where the company derives just under 90% of its revenue. This exposure affects the mobility business, which forms around 50% of consolidated revenue, and the corporate payments segment, which accounts for 20%. Within corporate payments, WEX operates a virtual card business targeted at online travel agents, as well as B2B accounts payable solutions and other services. Around 20%-30% of its consolidated revenue is exposed to fuel price fluctuations, which adds to revenue and cash flow volatility in the mobility segment. Solid Fuel Card Position: WEX's strong market position in the fuel charge card and fleet management services space, which form the lion's share of revenue and profitability, supports the ratings. WEX operates a closed-loop payments network for commercial and government fleets (e.g. heavy-duty trucks and light commercial vehicles) with about 20 million vehicles globally. The company has strong market share in the U.S. The business has long-term strategic relationships, multi-year contracts primarily with merchant establishments and large fleet operators with strong contract renewal rates. Benefits Business Reduces Volatility: WEX expanded its health business by buying $3 billion of Health Savings Account (HSA) assets in the U.S. in 2021 and held custodial HSA assets of $4.4 billion at end-2024. It generates steady monthly servicing revenue on more than 20 million accounts. WEX also earns an interest differential on these assets, which serves as a hedge to the funding costs of extending credit in the mobility and corporate payments segments. The benefits business should continue to grow faster than these two segments, allowing WEX to diversify from its fuel card and fleet management business. Solid Cash Flow Through Cycle: WEX consistently generates substantial cash flow across the entire economic cycle, demonstrating cash flow-based metrics that align with those of more highly rated entities. Fitch expects WEX to maintain robust EBITDA-to-FCF conversion rates, with expected FCF margins averaging more than 10% in the next three years. Moreover, Fitch projects FFO margins, which exclude the effects of fuel price fluctuations in working capital, to average about 25%. These metrics are in line with those of companies typically rated in the strong investment-grade categories. Financing from WEX Bank: WEX finances a large portion of its operational needs through its wholly owned WEX Bank, whereby the bank takes on brokered deposits (CDs, money market funds) as well as competitively priced loans and uses these to fund credit card and accounts receivables. The bank provides an alternative source of funding to WEX besides debt or receivable securitizations. Bank Deconsolidation Enhances Credit Analysis: WEX's consolidated EBITDA leverage was 4.0x at end-2024 and 3.3x on a deconsolidated basis applying Fitch's captive finance adjustment plus dividends from the bank. The deconsolidation of WEX bank ensures the bank's risks are reflected in its assessment of the corporate entity and facilitates comparability between similar corporate issuers without financial services operations. Share Repurchase Increases Leverage: The company plans to fund a partial tender offer for up to $750 million of its stock with the proceeds from its proposed issuances, with the remaining $250 million mainly used to reduce revolver borrowings. The offer follows WEX's repurchase of $650 million of shares in the open market in 2024, which was funded through a mix of FCF and debt. Fitch projects deconsolidated leverage to rise slightly above the 4.0x negative threshold in 2025, but Fitch expects it to decrease to below 4.0x in 2026. Derivation Summary Fitch compares WEX's business profile and metrics to various rated issuers in the fintech and payments industries. WEX faces direct fuel card and fleet management services competition from Corpay Inc., which is a competitor of similar size in this segment although it has a larger revenue base on a consolidated basis. Both companies have diversified away from fuel cards by expanding their corporate payments businesses and investing heavily in M&A to expand their offerings and capabilities. To a lesser extent, they are subject to competition from U.S. Bancorp's (A+/Stable) Voyager program. Corpay operates with lower leverage than WEX. Fitch-rated entities in this space are typically larger than WEX. Block, Inc.'s (BB+/Positive) revenue base is much larger, while the company is in the process of increasing its EBITDA, so that the gap with WEX will likely widen over the coming years, which could cause Block's leverage to strengthen to below 3.0x. Corporate payments competitor Global Payments, Inc. (GPN; BBB/Stable) has market leadership in its core businesses, is more diversified and has predictable cash flow. GPN's cash flow profitability is higher while its EBITDA leverage is projected to be lower than WEX's. Boost Newco Borrower, LLC (dba Worldpay; BB/Stable), operates with higher leverage, is majority private equity owned and its FCF margin is lower than WEX's. Euronet Worldwide, Inc. (BBB/Stable) is well positioned in the 'BBB' rating category by most metrics (e.g., leverage, margins, growth) relative to large peers in the fintech and payments space. Its smaller size relative to WEX is offset by its strong market position in each of its business segments, consistent FCF generation, and conservative balance sheet management. Key Assumptions - Low single-digit organic revenue growth in 2025, mid -single digit growth in subsequent years; - EBITDA margins remain in the low-40% range; - Deconsolidated EBITDA plus dividends of $1-$1.1 billion or higher; - Annual capex of around 6% of revenue; - Share repurchases of up to $750 million in 2025 with buyback activity being the primary use of cash flow in 2026; - Benchmark interest rates in the 4% area. Recovery Analysis Fitch considers the senior secured revolver and term loan facilities as category 2 first lien instruments given the presence of bank deposits and securitized debt. Thus, the secured obligations are capped at 'RR2', with a one-notch uplift from the IDR. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Fundamental shifts in the business that negatively affect revenue, EBITDA and/or FCF prospects; - Expectations of deconsolidated EBITDA leverage plus dividends, which excludes WEX Bank, sustained above 4.0x Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Greater business and end markets diversification and/or scale that leads to more stable cash flow; - Expectations of deconsolidated EBITDA leverage plus dividends, which excludes WEX Bank, sustained below 3.0x; - A public commitment to maintain an investment grade capital structure. Liquidity and Debt Structure WEX's liquidity is supported by solid cash flow generation from its various businesses, revolver availability, and cash reserves. Fitch estimates that the company generates about $400 million to $500 million of FCF annually, normalized for working capital, primarily funded by WEX Bank through Federal Home Loan Bank (FHLB) loans and brokered deposits. As of 4Q24, WEX had $655 million undrawn from its $1.6 billion senior secured revolver and held $596 million in cash, of which $80 million was corporate cash. Over the past decade, WEX's FCF has been volatile, ranging from nearly $800 million in 2020 to a loss of about $200 million in 2016. The company generated slightly more than $300 million in 2024 and $700 million in 2023. Much of this volatility is due to working capital swings related to the total dollar amount of extended credit. The mobility segment is WEX's most working capital-intensive segment, followed by corporate payments. These segments' funding needs are driven by demand for payment processing services, which can be cyclical due to exposure to the travel sector and are influenced by fuel prices, which can sway the dollar value of processed transactions. Typically, periods of economic expansion require more working capital as the amount of extended credit rises. Network transactions carry an increased dollar value during rising fuel prices, increasing the need for working capital. As of 4Q24, WEX had $4.5 billion of consolidated debt. The debt primarily consists of $1.4 billion in term B-1 loans, $906 million borrowed under the revolver, $866 million in term A loans, and $87 million of securitized debt. Additionally, there are $1.1 billion of FHLB loans at the bank. WEX does not face material debt maturities until 2028, when its term loans are due. Issuer Profile WEX provides a variety of corporate payment solutions that serve commercial and government fleet/vehicle operators, corporate travel, and corporate health and employee benefit departments. Date of Relevant Committee 24 February 2025 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 ----------- ------ -------- WEX Card Holdings Australia Pty Ltd. LT IDR BB+ New Rating senior secured LT BBB- New Rating RR2 senior secured LT BBB- New Rating RR2 Wright Express International Holdings Limited LT IDR BB+ New Rating senior secured LT BBB- New Rating RR2 senior secured LT BBB- New Rating RR2 WEX Inc. LT IDR BB+ New Rating senior unsecured LT BB+ New Rating RR4 senior secured LT BBB- New Rating RR2 senior secured LT BBB- New Rating RR2 WHITE FOREST: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of White Forest Resources, Inc. and its affiliates. The committee members are: 1. Mallard Environmental Services, Inc. Attn; Ronald D. Lilly P.O. Box 1298 Shady Spring, WV 25918 Phone (304) 787-5550 Email: rlammonia@yahoo.com 2. Tri-State Industrial Supply, Inc. Attn: Ryan Hager 1937 Greenup Ave. Ashland, KY 41101 Phone (606) 618-9629 Email: rhager@t-sisi.com 3. Webster Trucking, Inc. Attn: Chrissy Board 11 Hanna Farm Road Summersville, WV 26651 Phone: (304) 872-6309 Email: chrissy.board@mayesgroup.com 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 White Forest Resources Inc. White Forest Resources Inc. and affiliates are privately-held producers of premium metallurgical and thermal coal in the Central Appalachian coal basin. The Debtors operate two mining operations in West Virginia. The main buyers of the Debtors' premium metallurgical coal, which is used in a process to produce coke for steel manufacturing, include steel manufacturers, commodity brokers, and industrial clients. Electric utilities and industrial companies are the principal customers for the Debtors' thermal coal. White Forest Resources Inc. and affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 25-10195) on February 7, 2025. In its petition, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Thomas M. Horan handles the case. The Debtor is represented by Alan M. Root, Esq., William E. Chipman, Jr., Esq., and Alison R. Maser, Esq., at Chipman Brown Cicero & Cole LLP in Wilmington, Delaware. The Debtors' CRO Provider is RK Consultants LLC. The Debtors' special counsel is Jones & Associates. The Debtors' noticing and claims agent is Stretto. WHITESTONE UPTOWN: Office Property Sale to Bradford Property OK'd ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, has approved Whitestone Uptown Tower LLC, a/k/a Pillarstone Capital REIT Operating Partnership, to sell office property to Bradford Property Company Inc., free and clear of liens, interests, and encumbrances. The Court has authorized the Debtor to sell its primary asset, a 12-story, 253,000 square-foot office tower located at 4144 North Central Expressway in Dallas, Texas, to Bradford, which presents the best opportunity for the bankruptcy estate to realize the highest value possible for the benefit of the Debtor, the estate and creditors, on the terms and subject to the conditions of the Contract. The Debtor was permitted to fully perform all terms and conditions of the Contract All claims in or against the Property shall attach to the net proceeds arising from the sale of the Property to the Buyer with the same force, validity, effect, priority and enforceability as such claims had prior to the sale. The Court determined that the sale of such property will be free and clear of all liens, claims and encumbrances and the sale does not include claims for rents and any related costs and charges against Aids Arms and any other tenants with leases that are in default, or where the tenant has vacated the leased premises. The Court ordered that the approved real estate broker Weitzman Management Corporation will be paid its real estate commission at the time of closing of the sale. About Whitestone Uptown Tower, LLC Whitestone Uptown Tower, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32832) on December 1, 2023. In the petition signed by Bradford Johnson, authorized representative, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Michelle V Larson oversees the case. Joyce Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, represents the Debtor as legal counsel. WILL NOT SELL: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case Will Not Sell, LLC, according to court dockets. About Will Not Sell Will Not Sell, LLC filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 25-10198) on January 10, 2025, listing between $1 million and $10 million in both assets and liabilities. Judge Robert A. Mark oversees the case. Sagre Law Firm, P.A. represents the Debtor as bankruptcy counsel. WIN PRODUCTIONS: Court OKs Illinois Properties Sale --------------------------------------------------- The U.S. Bankruptcy Court for the Central District of Illinois has permitted Win Productions LLC to sell its Property, free and clear of liens, interests, and encumbrances. The Court authorized the Debtor to sell the 81.43 acres located at 785 N. Taylor Road, Astoria, IL, Fulton County and any related personal property (Sure Win), the 28.70 acres located at 6324 Pilger Lane, Beardstown, IL, Cass County and any related personal property (Winning Edge), and the 40.00 acres located at 656 Lost Lane, Winchester, IL Scott County and any related personal property (Win Pro). The Debtor is authorized to proceed with a sale of the Sure Win and Winning Edge properties by Growthland by the marketing and the consideration of sealed bids from and negotiations with prospective purchasers under the procedures set forth in the Motion beginning on or after February 26, 2025. The Debtor is further authorized to proceed with a sale of the Win Pro by Growthland by the marketing and the consideration of sealed bids from and negotiations with prospective purchasers under the procedures set forth in the Motion beginning on or after March 26, 2025. The Debtor is further authorized to execute any and all documents necessary to sell and transfer the Real Estate to the ultimate successful bidders, including any necessary deed or agreements necessary to secure a manure agreement, and disburse at closing any amounts due for real estate taxes due to the date of closing, title costs and customary closing costs, with the net proceeds following the payment of sale costs to be paid to the Debtor pending approval of distribution to allowed claims in this case. Claims, if any, to the extent valid and perfected shall attach to the net sale proceeds, after the deduction of a 4% carveout of the gross sales price as has been agreed by the largest secured creditor Compeer and those now held by Compeer Financial, FLCA as assignee of 1st Farm Credit Services, FLCA. Such claims are identified as real estate taxes owed to the Fulton County Recorder for the Sure Win property; sold real estate taxes owed to Kathleen Bellemey, P & N Properties, Inc. and the Fulton County Trustee for the Sure Win property; real estate taxes owed to the Cass County Recorder for the Winning Edge property; real estate taxes owed to the Scott County Recorder for the Win Pro property; mortgages to Compeer, taxes that may be due to the Illinois Department of Revenue. About Win Productions LLC Win Productions, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-70901) on Nov. 9, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Wyatt Bradshaw as authorized manager. Judge Mary P. Gorman presides over the case. Jeana K. Reinbold, Esq., at Sgro, Hanrahan, Durr, Rabin & Reinbold, LLP represents the Debtor as counsel. WIND PRODUCTIONS: Court OKs 14.95 Acres Land Sale to Eric Bradshaw ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of Illinois has granted Win Productions LLC to sell Land Property to Eric Bradshaw for $51,000. The Debtor is authorized to proceed the sale of its land property comprised of 14.94 acres located at 340th Avenue, Perry, IL, Pike County and a generator located at the property, to Eric Bradshaw. The Debtor is further authorized to execute any and all documents necessary to sell and transfer the Real Estate to the Buyer, and disburse at closing any amounts due for real estate taxes due to the date of closing, title costs and customary closing costs, with the net proceeds following the payment of sale costs to be paid to the Debtor pending approval of distribution. The Cour held that claims, if any, to the extent valid and perfected shall attach to the net sale proceeds, after the deduction of a 4% carveout of the gross sales price as has been agreed by the largest secured creditor Compeer and those now held by Compeer Financial, FLCA as assignee of 1st Farm Credit Services, FLCA . Such claims are identified as real estate taxes owed to the Pike County Recorder; mortgages to Compeer; memorandum of judgments in favor of South Central FS, Inc., DNA Genetics, LLC and Prairieland FS, Inc; and taxes that may be due to the Illinois Department of Revenue. About Win Productions, LLC Win Productions, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code Bankr. C.D. Cal. Case No. 24-70901) on Nov. 9, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Wyatt Bradshaw as authorized manager. Judge Mary P. Gorman presides over the case. Jeana K. Reinbold, Esq., at Sgro, Hanrahan, Durr, Rabin & Reinbold, LLP represents the Debtor as counsel. WINDSOR TERRACE: Evans Case Remanded to California Superior Court ----------------------------------------------------------------- Judge Ronald H. Sargis of the United States Bankruptcy Court for the Eastern District of California granted the plaintiff's motion to remand the case captioned as RUBY EVANS by and through her Successor in Interest, WILLETTE WILLIAMS, Plaintiff, v. WINDSOR VALLEJO CARE CENTER, LLC, dba Windsor Vallejo Care Center, et al., Defendants, Adv. Proc. No. 24-2190 (Bankr. E.D. Cal.) to the California Superior Court for the County of Solano. On Sept. 26, 2024, a Notice of Removal of the State Court Action was filed by Windsor Vallejo Care Center, LLC dba Windsor Vallejo Care Center. Plaintiff Willette Williams, successor in interest, to the late Ruby Evans, has filed a Motion requesting this Court enter an order remanding the Superior Court Proceeding, Evans vs. Windsor Vallejo Care Center, LLC, et al, Case No. FCS055755, to the Superior Court for the County of Solano. The Defendants in the State Court Action opposing the remand are Windsor Vallejo Care Center, LLC dba Windsor Vallejo Care Center (the Debtor-Defendant), and Windsor Norcal 13 Holdings, LLC, S&F Management Company, LLC, S&F Management Company, Inc., Lee Samson, and Donny Feldman (the non-bankruptcy debtor defendants). Plaintiff seeks remand based on a lack of subject matter jurisdiction, or based on any equitable ground based on Ninth Circuit Law. Defendants argue removal is proper and the Bankruptcy Court should deny remand, and exercise its original or supplemental jurisdiction over Plaintiff's claim, to consolidate the claims and liquidate the Plaintiff's claims in the Federal Court forum. In this Adversary Proceeding, the crux of Defendants' argument is that removal is proper as the State Court Action claims share a close nexus with the related bankruptcy case. Therefore, Defendants argue pursuant to 28 U.S.C. Sec. 1367(a) remand should be denied. The Bankruptcy Court finds remand is proper and there is not a "close nexus" to the Debtor-Defendant's Bankruptcy Case. According to the Bankruptcy Court, while it is true that the claims of Plaintiff must be determined so that payment thereon can be made pursuant to the terms of the Confirmed Plan, there is no such "close nexus" to the Bankruptcy Case. Moreover, the Bankruptcy Court disagrees with the assertion that the adjudication of the claim in State Court, as permitted in the Confirmed Chapter 11 Plan, impairs Debtor-Defendant's ability to perform the Confirmed Plan. The Bankruptcy Court finds that remand is proper based on: (1) the equities and (2) the substance of the matters to be litigated. Additionally, that seeking to have this matter removed to this Bankruptcy Court, and not having sought to have this matter transferred (by withdrawal of the reference) to the District Court is in violation of the jurisdictional provisions of 28 U.S.C. Sec. 157(b)(5) and 28 U.S.C. Sec. 1334. The Bankruptcy Court concludes the California Superior Court is the better court in which these California State Law rights and issues are determinated. That court has the resources and ability to have the State Court Action diligently prosecuted and a judgment issued determining the Personal Injury Claim of Plaintiff so as to not delay the performance of the Confirmed Chapter 11 Plan. Additionally, the Plaintiff has expressly stated that Plaintiff does not consent to an Article I Bankruptcy Judge adjudicating of the State Court Action. This factor weighs in favor of remand. Therefore, the Bankruptcy Court having considered all of the factors, applicable law, and the proper, efficient administration of justice and use of judicial resources, finds that the facts, law, and equities weigh heavily in favor for remanding this action to the Sacramento Superior Court pursuant to 28 U.S.C. 1452(b). There is little left to do with Bankruptcy Case administration. Such a remand does not create any additional burden or delay for the parties in connection with the Bankruptcy Case, and is likely to advance the actual trial date and entry of a judgment adjudicating the Claims and the Affirmative Defenses asserted in the State Court Action. A copy of the Court's decision is available at https://urlcurt.com/u?l=N4TDzV from PacerMonitor.com. About Windsor Terrace Healthcare Windsor Terrace Healthcare, LLC and its affiliates are primarily engaged in the businesses of owning and operating skilled nursing facilities throughout the State of California. Collectively, the Debtors own and operate 16 skilled nursing facilities, which provide 24 hour, seven days a week and 365 days a year care to patients who reside at those facilities. In addition to the 16 skilled nursing facilities, the Debtors own and operate one assisted living facility (which is Windsor Court Assisted Living, LLC), one home health care center (which is S&F Home Health Opco I, LLC), and one hospice care center (which is S&F Hospice Opco I, LLC). The Debtors do not own any of the real property upon which the facilities are located. Windsor Terrace Healthcare and 18 affiliates filed Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 23-11200) on Aug. 23, 2023. Two more affiliates, Windsor Sacramento Estates, LLC and Windsor Hayward Estates, LLC, filed Chapter 11 petitions on Sept. 29. At the time of the filing, Windsor Terrace Healthcare disclosed up to $10 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the cases. The Debtors tapped Levene, Neale, Bender, Yoo, and Golubchik, LLP as bankruptcy counsel; Hooper, Lundy & Bookman, P.C. and Hanson Bridgett, LLP as special counsels; and Province, LLC as financial advisor. Stretto, Inc., is the Debtor's claims, noticing and solicitation agent. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Troutman Pepper Hamilton Sanders, LLP is the Debtors' legal counsel. Jacob Nathan Rubin, the patient care ombudsman, is represented by RHM Law, LLP. WINDSOR TERRACE: Knestrict Case Remanded to Calif. Superior Court ----------------------------------------------------------------- Judge Ronald H. Sargis of the United States Bankruptcy Court for the Eastern District of California granted the plaintiff's motion to remand the case captioned as DONALD KNESTRICT by and through his successor-in-interest KATHERINE FELKINS and KATHERINE FELKINS, Plaintiffs, v. WINDSOR NORCAL 13 HOLDINGS, LLC, et al., Defendants, Adv. Proc. No. 24-2193 (Bankr. E.D. Cal.) to the California Superior Court for the County of Solano. On Oct. 4, 2024, a Notice of Removal of the State Court Action was filed by Debtor-Defendant Windsor Sacramento, Estates, LLC and Non-Debtor Defendant Windsor Norcal 13 Holdings, LLC. Plaintiffs Katherine Felkins, as successor in interest to the late Donald Knestrict, and Katherine Felkins, individually have filed a Motion requesting this Court enter an order remanding the Superior Court Proceeding Knestrict vs. Windsor Oxford Holding Company, LLC, et al., Case No. 34-2022-00313404, to the Superior Court for the County of Sacramento. Plaintiff seeks remand based on a lack of subject matter jurisdiction, or based on any equitable ground based on Ninth Circuit Law. Defendants argue removal is proper and the Bankruptcy Court should deny remand, and exercise its original or supplemental jurisdiction over Plaintiff's claim, to consolidate the claims and liquidate the Plaintiff's claims in the Federal Court forum. In this Adversary Proceeding, the crux of Defendants' argument is that removal is proper as the State Court Action claims share a close nexus with the related bankruptcy case. Therefore, Defendants argue pursuant to 28 U.S.C. Sec. 1367(a) remand should be denied. The Bankruptcy Court finds remand is proper and there is not a "close nexus" to the Debtor-Defendant's Bankruptcy Case. According to the Bankruptcy Court, while it is true that the claims of Plaintiff must be determined so that payment thereon can be made pursuant to the terms of the Confirmed Plan, there is no such "close nexus" to the Bankruptcy Case. Moreover, the Bankruptcy Court disagrees with the assertion that the adjudication of the claim in State Court, as permitted in the Confirmed Chapter 11 Plan, impairs Debtor-Defendant's ability to perform the Confirmed Plan. The Bankruptcy Court finds that remand is proper based on: (1) the equities and (2) the substance of the matters to be litigated. Additionally, that seeking to have this matter removed to this Bankruptcy Court, and not having sought to have this matter transferred (by withdrawal of the reference) to the District Court is in violation of the jurisdictional provisions of 28 U.S.C. Sec. 157(b)(5) and 28 U.S.C. Sec. 1334. The Bankruptcy Court concludes the California Superior Court is the better court in which these California State Law rights and issues are determinated. That court has the resources and ability to have the State Court Action diligently prosecuted and a judgment issued determining the Personal Injury Claim of Plaintiff so as to not delay the performance of the Confirmed Chapter 11 Plan. Additionally, the Plaintiff has expressly stated that Plaintiff does not consent to an Article I Bankruptcy Judge adjudicating of the State Court Action. This factor weighs in favor of remand. Therefore, the Bankruptcy Court having considered all of the factors, applicable law, and the proper, efficient administration of justice and use of judicial resources, finds that the facts, law, and equities weigh heavily in favor for remanding this action to the Sacramento Superior Court pursuant to 28 U.S.C. 1452(b). There is little left to do with Bankruptcy Case administration. Such a remand does not create any additional burden or delay for the parties in connection with the Bankruptcy Case, and is likely to advance the actual trial date and entry of a judgment adjudicating the Claims and the Affirmative Defenses asserted in the State Court Action. A copy of the Court's decision is available at https://urlcurt.com/u?l=jYjNgL from PacerMonitor.com. About Windsor Terrace Healthcare Windsor Terrace Healthcare, LLC and its affiliates are primarily engaged in the businesses of owning and operating skilled nursing facilities throughout the State of California. Collectively, the Debtors own and operate 16 skilled nursing facilities, which provide 24 hour, seven days a week and 365 days a year care to patients who reside at those facilities. In addition to the 16 skilled nursing facilities, the Debtors own and operate one assisted living facility (which is Windsor Court Assisted Living, LLC), one home health care center (which is S&F Home Health Opco I, LLC), and one hospice care center (which is S&F Hospice Opco I, LLC). The Debtors do not own any of the real property upon which the facilities are located. Windsor Terrace Healthcare and 18 affiliates filed Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 23-11200) on Aug. 23, 2023. Two more affiliates, Windsor Sacramento Estates, LLC and Windsor Hayward Estates, LLC, filed Chapter 11 petitions on Sept. 29. At the time of the filing, Windsor Terrace Healthcare disclosed up to $10 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the cases. The Debtors tapped Levene, Neale, Bender, Yoo, and Golubchik, LLP as bankruptcy counsel; Hooper, Lundy & Bookman, P.C. and Hanson Bridgett, LLP as special counsels; and Province, LLC as financial advisor. Stretto, Inc., is the Debtor's claims, noticing and solicitation agent. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Troutman Pepper Hamilton Sanders, LLP is the Debtors' legal counsel. Jacob Nathan Rubin, the patient care ombudsman, is represented by RHM Law, LLP. WINDSOR TERRACE: Russell Case Remanded to California Superior Court ------------------------------------------------------------------- Judge Ronald H. Sargis of the United States Bankruptcy Court for the Eastern District of California granted the plaintiffs' motion to remand the case captioned as BRANDY RUSSELL, Successor-in-Interest to Decedent Deborah Washington, and BRANDY RUSSELL, an individual, Plaintiffs, v. WINDSOR EL CAMINO CARE CENTER, LLC, et al., Defendants, Adv. Proc. No. 24-218 (Bankr. E.D. Cal.) to the Superior Court for the County of Sacramento. On Sept. 26, 2024, a Notice of Removal of State Court Action Russell vs. Windsor El Camino Care Center, LLC, et al., California Superior Court for the County of Sacramento Case No. 34-2022-00329913, was filed by Windsor El Camino Care Center, LLC, dba Windsor El Camino Care Center. Plaintiffs Brandy Russell, as successor in interest to decedent Deborah Washington, and Brandy Russell, individually have filed a Motion requesting this Court enter an order remanding the State Court Action back to the California Superior Court for the County of Sacramento. Plaintiffs move this Court to remand the State Court Action on the following grounds: 1. The court should remand based upon 28 U.S.C. sec. 1447 and 1452 on the basis that: (i) on the facts and in the posture presented here, this Court lacks subject matter jurisdiction, 28 U.S.C. Sec. 1447(c), and (ii) additionally or in the alternative, remand of the State Court Action is appropriate on any equitable ground, 2. The exclusively state law causes of action that arise under and are governed by California law, which can and should be applied by California courts in a case brought by California plaintiffs against a California facility; and 3. The absence of any federal interest or nexus, including the out-of-District bankruptcy case that the Debtors themselves say, is now post-confirmation and post-consummation. Debtor-Defendant opposes remand on the following grounds: 1. The State Court Action has a close nexus to the related bankruptcy case in the Central District, Case No. 1:23-bk-11200-VK, in that resolution of the state court action will impact the implementation and administration of the Debtor's Plan of Reorganization. Further, there is supplemental jurisdiction pursuant to 11 U.S.C. Sec. 1367(a). 2. The Cedar Funding factors weigh against remand. The fact that the Debtor's Plan of Reorganization has been confirmed and distributions have begun makes remand a much less efficient administration of the estate. 3. Resolution of the state court claims in tandem with the completion of the Debtor's Plan of Reorganization is the contemplated outcome of the cases being jointly administered through In re Windsor. For this Court to deny the Plaintiff's motion for remand allows for the most efficient resolution of all the claims tied into the joint bankruptcy proceedings. 4. The only named defendant in the state court action is the debtor. Any judgment against Windsor El Camino Care Center will be submitted to the In re Windsor court, where it will be paid out at the percentage elected by the Plaintiff under the applicable part of the plan of reorganization. If the state court award were to be unexpectedly large, it could strain the financial backstop, leading to potential modifications to the plan or adjustments to how claims are paid. For these reasons, this Court should deny the Plaintiff's Motion to Remand. Plaintiffs seek remand based on a lack of subject matter jurisdiction, or based on any equitable ground based on Ninth Circuit Law. Debtor-Defendant argues removal is proper and this Court should deny remand, and exercise its original or supplemental jurisdiction over Plaintiffs' claim, to consolidate the claims and liquidate the Plaintiffs' claims in this forum. In this Adversary Proceeding, the crux of Debtor-Defendant's argument is that removal is proper as the State Court Action claims share a close nexus with the related bankruptcy case. Therefore, pursuant to 28 U.S.C. Sec. 1367(a), remand should be denied. The Bankruptcy Court finds remand is proper and there is not a "close nexus" to the Debtor-Defendant's Bankruptcy Case. According to the Bankruptcy Court, it is true that the claims of Plaintiffs must be determined so that payment thereon can be made pursuant to the terms of the Confirmed Chapter 11 Plan; however, there is no such "close nexus" to the Bankruptcy Case. Moreover, the Bankruptcy court disagrees that the adjudication of the claim in State Court, as permitted in the Confirmed Chapter 11 Plan, impairs Debtor-Defendant's ability to perform the Confirmed Chapter 11 Plan. The Bankruptcy Court finds that remand is proper based on: (1) the equities and (2) the substance of the matters to be litigated. Additionally, that seeking to have this matter removed to the Bankruptcy Court, and not having sought to have this matter transferred (by withdrawal of the reference) to the District Court is in violation of the jurisdictional provisions of 28 U.S.C. Sec. 157(b)(5) and 28 U.S.C. sec. 1334. Based on what the Parties have presented to the Bankruptcy Court, the California Superior Court is the better court in which these California State Law rights and issues are determinated. That court has the resources and ability to have the State Court Action diligently prosecuted and a judgment issued determining the Personal Injury Claim of Plaintiffs so as to not delay the performance of the Confirmed Chapter 11 Plan. Additionally, the Plaintiffs have expressly stated that they do not consent to an Article I Bankruptcy Judge adjudicating of the State Court Action. This factor weighs in favor of remand. Therefore, the Bankruptcy Court having considered all of the factors, applicable law, and the proper, efficient administration of justice and use of judicial resources, finds that the facts, law, and equities weigh heavily in favor for remanding this action to the Sacramento Superior Court pursuant to 28 U.S.C. 1452(b). There is little left to do with Bankruptcy Case administration. Such a remand does not create any additional burden or delay for the parties, and is likely to advance the actual trial date and entry of a judgment adjudicating the Claims and the Affirmative Defenses asserted in the State Court Action. A copy of the Court's decision is available at https://urlcurt.com/u?l=SxTh2c from PacerMonitor.com. Attorney for Plaintiff Brandy Russell: Paul Anthony Saso, Esq. PFISTER & SASO, LLP 524 Broadway, 11th Flr. New York, NY 10012-1555 E-mail: psaso@pslawllp.com - and - Robert J. Pfister, Esq. PFISTER & SASO, LLP 10250 Constellation Blvd., Ste. 2300 Los Angeles, CA 90067 E-mail: rpfister@pslawllp.com Attorney for Defendant Windsor El Camino Care Center, LLC: Thomas E. Beach, Esq. Rachel K. Mandelberg, Esq. BEACH LAW GROUP, LLP 2150 River Plaza Drive, Ste. 415 Sacramento, CA 95833 E-mail: rmandelberg@BeachLawGroup.com About Windsor Terrace Healthcare Windsor Terrace Healthcare, LLC and its affiliates are primarily engaged in the businesses of owning and operating skilled nursing facilities throughout the State of California. Collectively, the Debtors own and operate 16 skilled nursing facilities, which provide 24 hour, seven days a week and 365 days a year care to patients who reside at those facilities. In addition to the 16 skilled nursing facilities, the Debtors own and operate one assisted living facility (which is Windsor Court Assisted Living, LLC), one home health care center (which is S&F Home Health Opco I, LLC), and one hospice care center (which is S&F Hospice Opco I, LLC). The Debtors do not own any of the real property upon which the facilities are located. Windsor Terrace Healthcare and 18 affiliates filed Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 23-11200) on Aug. 23, 2023. Two more affiliates, Windsor Sacramento Estates, LLC and Windsor Hayward Estates, LLC, filed Chapter 11 petitions on Sept. 29. At the time of the filing, Windsor Terrace Healthcare disclosed up to $10 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the cases. The Debtors tapped Levene, Neale, Bender, Yoo, and Golubchik, LLP as bankruptcy counsel; Hooper, Lundy & Bookman, P.C. and Hanson Bridgett, LLP as special counsels; and Province, LLC as financial advisor. Stretto, Inc., is the Debtor's claims, noticing and solicitation agent. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Troutman Pepper Hamilton Sanders, LLP is the Debtors' legal counsel. Jacob Nathan Rubin, the patient care ombudsman, is represented by RHM Law, LLP. WINDTREE THERAPEUTICS: Effects 1-for-50 Reverse Stock Split ----------------------------------------------------------- Windtree Therapeutics, Inc.'s board of directors approved a 1-for-50 reverse stock split of the Company's common stock. The Company's stockholders approved the reverse stock split proposal at the Special Meeting of Stockholders. The stockholders granted the board of directors the authority to determine the exact split ratio and when to proceed with the reverse stock split. The reverse stock split became effective on February 20, 2025, at 5:00 p.m., Eastern Time, and the Company's common stock began trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market on February 21, 2025 under the existing ticker symbol, "WINT." The reverse stock split is intended to increase the price per share of the Company's common stock to allow the Company to demonstrate compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq, among other benefits. As of the Effective Time, every fifty shares of the Company's issued and outstanding common stock will be combined into one share of common stock. The par value per share of the Company's common stock will remain unchanged at $0.001. Proportional adjustments will be made to the number of shares of common stock issuable upon the exercise of the Company's equity awards, convertible securities and warrants, as well as the applicable exercise price, and the number of shares authorized and reserved for issuance pursuant to the Company's equity incentive plans. The Company's common stock will continue to trade on The Nasdaq Capital Market under the symbol "WINT" following the reverse stock split, with a new CUSIP number of 97382D 600. After the effectiveness of the reverse stock split, the number of outstanding shares of common stock will be reduced to approximately 700,000. No fractional shares will be issued in connection with the reverse stock split, and stockholders who would otherwise be entitled to a fractional share will receive a proportional cash payment. The Company's transfer agent, Continental Stock Transfer and Trust Company, will serve as the exchange agent for the reverse stock split. Registered stockholders holding pre-reverse stock split shares of common stock electronically in book-entry form are not required to take any action to receive post-reverse stock split shares. Those stockholders who hold their shares in brokerage accounts or in "street name" will have their positions automatically adjusted to reflect the reverse stock split, subject to each broker's particular processes, and will not be required to take any action in connection with the reverse stock split. About Windtree Therapeutics Headquartered in Warrington, Pennsylvania, Windtree Therapeutics, Inc. -- windtreetx.com -- is a biotechnology company focused on advancing early and late-stage innovative therapies for critical conditions and diseases. The Company's portfolio of product candidates includes: (a) istaroxime, a Phase 2 candidate that inhibits the sodium-potassium ATPase and also activates sarco endoplasmic reticulum Ca2+ -ATPase 2a, or SERCA2a, for acute heart failure and associated cardiogenic shock; preclinical SERCA2a activators for heart failure; rostafuroxin for the treatment of hypertension in patients with a specific genetic profile; and a preclinical atypical protein kinase C iota, or aPKCi, inhibitor (topical and oral formulations), being developed for potential application in rare and broad oncology indications. The Company also has a licensing business model with partnership out-licenses currently in place. Philadelphia, Pennsylvania-based EisnerAmper LLP, the company's auditor since 2022, issued a "going concern" qualification in its report dated April 16, 2024, citing that the company has suffered recurring losses from operations and expects to incur losses for the foreseeable future, which raises substantial doubt about its ability to continue as a going concern. The Company's net loss was $20.3 million and $39.2 million, respectively, for the years ended Dec. 31, 2023 and 2022. As of Sept. 30, 2024, the Company had an accumulated deficit of $848.8 million. "Our future success is dependent on our ability to fund and develop our product candidates, and ultimately upon our ability to attain profitable operations. We have devoted substantially all of our financial resources and efforts to research and development expense and general and administrative expense to support such research and development. Net losses and negative cash flows have had, and will continue to have, an adverse effect on our stockholders' equity and working capital, and accordingly, our ability to execute our future operating plans," Windtree stated in its Quarterly Report for the period ended Sept. 30, 2024. WISA TECHNOLOGIES: Files Amendment No. 1 to Prospectus ------------------------------------------------------ WiSA Technologies Inc. filed Amendment No. 1 to Form S-3 with the U.S. Securities and Exchange Commission relating to the offer and resale of (a) up to an aggregate of 887,356 shares of common stock, par value $0.0001 per share of the Company, issued pursuant to that certain side letter agreements between the Company and each Warrant Holder, entered into on September 10, 2024, (b) up to an aggregate of 5,391,746 shares of Common Stock, issuable upon exercise of certain common stock purchase warrants issued on December 20, 2024 pursuant to the Side Letter Agreements, (c) up to an aggregate of 1,448,609 shares of Common Stock issuable upon exercise of certain common stock purchase warrants issued to the Warrant Holders between September 10, 2024 and the end of 2024 pursuant to certain inducement agreements between the Company and each Warrant Holder entered into on September 10, 2024, (d) up to an aggregate of 2,513,703 shares of Common Stock issuable upon exercise of certain common stock purchase warrants issued to the Warrant Holders in December 2024 pursuant to certain inducement agreements between the Company and each Warrant Holder entered into on December 20, 2024, and (e) up to 3,999,911 shares of Common Stock held by Data Vault Holdings Inc. A full-text copy of Amendment No. 1 is available at https://urlcurt.com/u?l=cvXNX7 About WiSA Technologies WiSA Technologies Inc. -- www.wisatechnologies.com -- develops and markets spatial audio wireless technology for smart devices and home entertainment systems. The Company's WiSA Association collaborates with consumer electronics companies, technology providers, retailers, and industry partners to promote high-quality spatial audio experiences. WiSA E is the Company's proprietary technology for seamless integration across platforms and devices. San Jose, California-based BPM LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company's recurring losses from operations, a net capital deficiency, available cash, and cash used in operations as factors raising substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2024, Wisa Technologies had $8.02 million in total assets, $3.72 million in total liabilities, and $4.30 million in total stockholders' equity. WYNNE TRANSPORTATION: Hires Omni Agent as Administrative Agent -------------------------------------------------------------- Wynne Transportation Holdings, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ 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 $25,000. 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 Wynne Transportation Holdings Wynne Transportation Holdings LLC operating as U.S. Crew Change from its Dallas headquarters, provides specialized transportation services for industrial and emergency sectors, focusing on LNG, petrochemical, mining, oil and gas, and construction industries. Wynne Transportation Holdings LLC and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-10027) on January 10, 2025. In its petition, Wynne Transportation Holdings reports estimated assets and liabilities between $10 million and $50 million each. The Debtors tapped Matthew B. McGuire, Esq., at Landis Rath & Cobb LLP as counsel. On January 27, 2025, the Office of the United States Trustee for the District of Delaware appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped M3 Advisory Partners, LP as financial advisor; Brown Rudnick LLP as counsel; and Potter Anderson & Corroon LLP as Delaware counsel. ZEVRA THERAPEUTICS: Adage Capital Holds 6.84% Equity Stake ---------------------------------------------------------- Adage Capital Management, L.P., Robert Atchinson and Phillip Gross disclosed in a Schedule 13G filing with the U.S. Securities and Exchange Commission that as of December 31, 2024, that they beneficially own 3,650,000 shares of Zevra Therapeutics, Inc.'s common stock representing 6.84% of the oustanding shares of the Company's common stock. About Zevra Therapeutics Celebration, Fla.-based Zevra Therapeutics, Inc. is a company focused on developing therapies for rare diseases with limited or no treatment options. The company aims to create transformational therapies by combining science, data, and patient needs. Utilizing unique, data-driven development and commercialization strategies, Zevra Therapeutics overcomes complex drug development challenges to provide new therapies for the rare disease community. During the year ended December 31, 2023, Zevra Therapeutics incurred a net loss of $46 million, compared to a net loss of $26.8 million in 2022. As of September 30, 2024, Zevra Therapeutics had $191.6 million in total assets, $121.8 million in total liabilities, and $69.8 million in total stockholders' equity. Orlando, Fla.-based Ernst & Young LLP, the company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024. The qualification cited sustained recurring losses, negative cash flows from operations, and substantial doubt about the company's ability to continue as a going concern. ********* 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 ***