/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230404.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, April 4, 2023, Vol. 27, No. 93 Headlines 152 WEST PICO: Seeks Cash Collateral Access 1ST HOSPITALITY: Sets Bidding Procedures for All Assets in Alliance 2017 HOLDINGS: Another Brooklyn Property Hits Chapter 11 2202 EAST ANDERSON: SARE Files Bare-Bones Petition 26 BOWERY: Seeks to Extend Plan Exclusivity to August 3 307 ASSETS: Files Amendment to Disclosure Statement 307 ASSETS: Seeks to Hire Meridian Capital as Real Estate Broker 4000 E PATRICK: Seeks to Hire Riggi Law as Bankruptcy Counsel 4E BRANDS: Seeks Court Okay to Recycle Toxic Hand Sanitizer 7614 LLC: Urban Engineering, et al., File Sale Plan ACER THERAPEUTICS: Incurs $26.2 Million Net Loss in 2022 AFSHARFIRM LLC: Files Emergency Bid to Use Cash Collateral ALC CONSULTING: Case Summary & Five Unsecured Creditors ALLERGY & ASTHMA: Court OKs Cash Collateral Access Thru April 11 ALPINE 4 HOLDINGS: Chief Financial Officer to Quit APEX SIERRA: Unsecureds to be Paid in Full in Sale Plan ARCH RESOURCES: S&P Raises ICR to 'B+', Outlook Stable ARTS DISTRICT: Seeks to Tap Reed H. Olmstead as Bankruptcy Counsel ARU PHARMA: Hires Michael G. Mc Auliffe as Bankruptcy Counsel ARU PHARMA: Seeks to Hire James P. Donohue as Special Counsel AYTU BIOPHARMA: Hikes Eclipse Credit Facility by $2 Million B&G PROPERTY: Seeks to Extend Plan Exclusivity to June 26 BCM CRE OPPORTUNITY: Seeks Chapter 11 Bankruptcy Protection BED BATH & BEYOND: Warns of Bankruptcy If $300M Offering Fails BIOLASE INC: Incurs $28.6 Million Net Loss in 2022 BRIGHT MOUNTAIN: Incurs $8.1 Million Net Loss in 2022 BUKACEK FITNESS: MMK Studios Buys All Assets in Omaha for $75K BUTLER, PA: S&P Ups 2015B GO Bond Rating to 'BB', Outlook Stable CAMP DAVID: Campground in Biloxi, MS, Files Subchapter V Case CASA CBW: Seeks Approval to Hire a Certified Public Accountant CBC RESTAURANT: Hearing Today on Continued Cash Collateral Access CEDIPROF INC: Exclusivity Period Extended to May 4 CENTEX REI: Case Summary & Seven Unsecured Creditors CHARLES DEWEESE: Trustee Sells Road Signs to Reynolds for $25K CHICAGO BOARD OF EDUCATION: S&P Raises Long-Term ICR to 'BB+' CHRISTOPHER A. LANE: Linden Buying Harrison and Calhoun Properties CHRISTOPHER A. LANE: Sets Bid Procedures for Two Real Properties CODIAK BIOSCIENCES: April 5 Deadline Set for Panel Questionnaires COLUMBIA ASTHMA: Court OKs Cash Collateral Access CONSTANT CONTACT: Fitch Affirms LongTerm IDR at 'B', Outlook Stable CONTINUOUS CAST: Case Summary & 20 Largest Unsecured Creditors CRANE HOLDINGS: Moody's Assigns Ba1 CFR & Cuts Unsec. Notes to Ba2 CRANE HOLDINGS: S&P Downgrades ICR to 'BB+' Outlook Stable CURITEC LLC: Seeks to Hire Dentons US as Bankruptcy Counsel CUSTOM ALLOY: Court OKs Cash Collateral Access Thru April 8 DANIEL DRORS ESTATE: Files Pro Se Chapter 11; Dismissal Sought DEI VITAE: Seeks to Hire Essex Richards as Bankruptcy Counsel DELCATH SYSTEMS: Incurs $36.5 Million Net Loss in 2022 DELCATH SYSTEMS: Secures $85 Million Financing Commitment DIOCESE OF ROCHESTER: Files $55M Payout Plan for Abuse Claims DIVE PLACE II: Seeks to Hire Latham Luna Eden as Legal Counsel EASTERN NIAGARA: April 26 Hearing on $2.5M Sale of Lockport Asset EDGEWATER CONSTRUCTION: Taps Agentis PLLC as Bankruptcy Counsel EKSO BIONICS: Incurs $15.1 Million Net Loss in 2022 EMPEREON MARKETING: Seeks to Hire Fennemore Craig as Legal Counsel EMS BILLING: Unsecureds to Get 4 Cents on Dollar in Consensual Plan ENDO INTERNATIONAL: Exclusivity Period Extended to April 6 ENDO INTERNATIONAL: Okayed to Open Auction with $6-Bil. Bid ENLINK MIDSTREAM: New Add-on Notes No Impact on Moody's 'Ba1' CFR EXELA INTERMEDIATE: Moody's Cuts CFR & First Lien Term Loan to Ca FAIRPORT BAPTIST: Wins Cash Collateral Access Thru June 26 FANATICS COLLECTIBLES: Moody's Assigns First Time 'Ba3' CFR FARR LABORATORIES: Court OKs Interim Cash Collateral Access FARR LABORATORIES: Seeks Chapter 11 to Stop Lawsuit FINTHRIVE SOFTWARE: S&P Downgrades ICR to 'CCC+', Outlook Stable FONDUE 26: Seeks to Hire Penachio Malara as Bankruptcy Counsel FORMA BRANDS: Purchased by Lenders for $690 Million FTX GROUP: SBF Questions Validity of Post-Extradition Charges GAMESTOP CORP: Incurs $313.1 Million Net Loss in Fiscal 2022 GOLDEN SEAHORSE: Seeks to Extend Plan Exclusivity to June 27 GONZALES COMMERCIAL: Voluntary Chapter 11 Case Summary GONZALES SOUTH: Voluntary Chapter 11 Case Summary GRANDOTE INVESTMENTS: Commences Subchapter V Bankruptcy Proceeding GREELY LAND: Has Deal on Cash Collateral Access Thru April 30 GREENHILL & CO: Moody's Lowers CFR & Senior Secured Debt to B1 GREENIDGE GENERATION: Appoints Jordan Kovler to Board of Directors GROM SOCIAL: Stockholders Approve Private Investment Proposal GWG HOLDINGS: Judge Says Plan Disclosure Has Too Little Info IKON WEAPONS: Palmetto Buying Substantially All Assets for $1.2MM IMMANUEL SOBRIETY: Has Deal on Cash Collateral Access INTERPACE BIOSCIENCES: Incurs $21.96 Million Net Loss in 2022 JAMES AND JAN: Unsecureds Will Get 1% of Claims over 5 Years JBM SPECIALTIES: Whiskey Hollow Distillery Files Subchapter V Case JONATHAN RON: Liquor Shop Starts Subchapter V Case KCW GROUP: Court OKs Cash Collateral Access Thru April 10 KURNCZ FARMS: Court Confirms Reorganization Plan LECLAIRRYAN PLLC: Funds Safe After Signature Bank Collapse LONGRUN PBC: Seeks to Hire Nutter McClennen as Special Counsel MAKENA TRADING: Case Summary & 13 Unsecured Creditors MANCHESTER HOUSING: Moody's Ups Rating on Series 2000 Bonds to Ba3 MARLIN KRIDER: Court OKs Final Cash Collateral Access MDWERKS INC: Incurs $137K Net Loss in 2022 MERIDIAN RESTAURANTS: Taps BMC to Perform Supplemental Services NB HOTELS: Exclusivity Period Extended to March 31 NEUROEM THERAPEUTICS: Hires Bamert Regan as Special Counsel NEW VISION: Case Summary & Five Unsecured Creditors NORTH CHANNEL: Case Summary & Two Unsecured Creditors NUTRIBAND INC: Secures $2 Million Credit Line Facility OFFICE PROPERTIES INCOME TRUST: S&P Cuts ICR to 'BB+', Outlook Neg OMNIQ CORP: Selected to Protect Additional Middle Eastern Borders OPULENT AMERICAS: Court Confirms Reorganization Plan OWENS & MINOR: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable PACK LIQUIDATING: Seeks to Extend Plan Exclusivity to May 22 PALACE CAFE: Seeks to Hire EXP Realty as Real Estate Broker PARADIGM MIDSTREAM: S&P Places 'B' ICR on CreditWatch Positive PRECISION FORGING: Case Summary & 13 Unsecured Creditors QUALITY HEATING: Court OKs Interim Cash Collateral Access QUALITY HEATING: Sets Bid Procedures for Substantially All Assets R.W. DAVIDSON: Unsecureds Will Get 2 Cents on Dollar in 5 Years RDX TECHNOLOGIES: Hires Moyes Sellers as Bankruptcy Counsel RIVERSIDE MILITARY: Fitch Alters Outlook on 'BB-' IDR to Negative RW WELDING: Continued Operations to Fund Plan Payments RYZE RENEWABLES: Hires Guggenheim Securities as Investment Banker RYZE RENEWABLES: Seeks to Hire Alvarez & Marsal, Appoint CRO RYZE RENEWABLES: Seeks to Hire Ordinary Course Professionals RYZE RENEWABLES: Seeks to Hire Paul Weiss as Bankruptcy Counsel RYZE RENEWABLES: Seeks to Hire Stretto as Administrative Advisor RYZE RENEWABLES: Seeks to Tap Stinson LLP as Special Counsel RYZE RENEWABLES: Taps Young Conaway Stargatt as Co-Counsel SERENITY HOMES OF TN: Starts Subchapter V Bankruptcy Case SIMMONS FOODS: Moody's Affirms 'B2' CFR, Outlook Remains Stable SINTX TECHNOLOGIES: Incurs $12 Million Net Loss in 2022 SIO2 MEDICAL: April 5 Deadline Set for Panel Questionnaires SIO2 MEDICAL: Seeks $120MM DIP Loan from Oaktree SORRENTO THERAPEUTICS: Has Final Approval for $75M of DIP Financing SOUTH AMERICAN BEEF: Vidal-Soler Buys Two Mercedes Autos for $55K T.A.M.G. REALTY: Case Summary & Nine Unsecured Creditors TALEN ENERGY: Seeks to Hire White & Case as Corporate Counsel TARONIS FUELS: Exclusivity Period Extended to July 11 TECHNICAL ORDNANCE: Wins Interim Cash Collateral Access TELEPHONE & DATA: Fitch Affirms BB+ LongTerm IDRs TEXAS CORE: Court OKs Final Cash Collateral Access THOMAS BEESON: Trustee Selling Wrightsville Beach House for $2.3M TRIMED HEALTHCARE: Hires Maschmeyer Marinas as Bankruptcy Counsel VENUE CHURCH: May 11 Hearing on Plan & Disclosures VENUS CONCEPT: Widens Net Loss to $43.6 Million in 2022 VIDEO RIVER: Delays Filing of 2022 Annual Report WAHOO FITNESS: S&P Lowers ICR to 'D' Then Withdraws Rating WESTERN MIDSTREAM: Fitch Assigns BB+ Rating on Sr. Unsecured Notes WEWORK INC: Incurs $2.29 Billion Net Loss in 2022 WINTERFELL CONSTRUCTION: Hires Debra Myers CPA as Accountant YUNHONG CTI: Delays Filing of 2022 Annual Report [^] Large Companies with Insolvent Balance Sheet ********* 152 WEST PICO: Seeks Cash Collateral Access ------------------------------------------- 152 West Pico, LLC asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for authority to use the cash collateral of its secured creditors, Aspec Servicing, Inc. and North Star Lending, LLC. The Debtor requires the use of cash collateral to pay the reasonable expenses it incurs during the ordinary course of its business. The Debtor fell behind on its mortgage obligations to Aspec, the first lien holder during the pandemic interest rate increased from 6.5% to 11.5% (default interest). The payments increased from approximately $22,000 to $37,000 monthly plus fees and other charges. The Debtor tried to make partial payments but the payments were rejected, and the Debtor needed approximately $300,000 to reinstate the loan. The property has been appraised for about $8.5 million. There is about $3 million worth of damages done by the tenant making it challenging to get a fair price. The Debtor intends to pursue legal action against the tenant for damages soon. The Debtor intends to liquidate the property and is optimistic that it will bring a Motion for Order approving the sale of the commercial property within the next two months. The Debtor believes the sale proceeds will be sufficient to pay all of the secured claims of the estate. The first lien holder is Aspec with an approximate balance of $3.740 million as of the petition date per pay off demand dated March 9, 2023. North Star Lending, LLC is the first lien holder with an estimated balance of $1.750 million as of the date of filing the Case. The estimated value of the commercial property is $8.519 million based on comparable sales and the Debtor member's knowledge of area. Aspec and NSL are fully protected by the equity in the collateral. The Debtor proposes to start making adequate protection payments to Aspec and North Star, effective April 1, 2023, and continue on monthly basis as summarized in Debtor's cash collateral budget until the Debtor's Chapter 11 Plan is confirmed or plan treatment stipulation is entered into among Debtor, Aspec and North Star. A hearing on the matter is set for May 3, 2023 at 9 a.m. A copy of the motion is available at https://bit.ly/3M8bVKY from PacerMonitor.com. About 152 West Pico LLC 152 West Pico LLC owns a property located at 152 West Pico Blvd Los Angeles, CA, valued at $8.52 million (based on comparable sales valuation). 152 West Pico LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11537) on March 17, 2023. In the petition filed by Payam Ebrahimian, as managing member, the Debtor reported total assets of $8,519,000 and total liabilities of $6,475,215. The Debtor is represented by Onyinye N. Anyama, Esq., at Anyama Law Firm, A Professional Corp. 1ST HOSPITALITY: Sets Bidding Procedures for All Assets in Alliance ------------------------------------------------------------------- 1st Hospitality, LLC, asks the U.S. Bankruptcy Court for the District of Nebraska to approve the bidding procedures in connection with the sale of all or substantially all assets, including the hotel and its contents located at its investment properties located at 117 Cody Ave., in Alliance, Nebraska 69301, free and clear of all Interests. As with millions of businesses throughout the United States in the past three years, the COVID-19 epidemic has taken its toll on the Debtor's operations. Following consultation with Unity Bank, the Debtor's senior lender, the Debtor has reached the conclusion that it is in its interests, its estate, and its creditors thereof, to sell the assets described pursuant to public auction. Currently, the Debtor has not identified a specific buyer of the assets. It intends to auction its Assets by way of public auction as described. As such, the Debtor is not, by the Motion, seeking authority or permission to sell the Property to any particular person or entity on a final, non-reviewable basis at this time and will request that the Court sets a sale hearing following the conclusion of the auction to approve the sale as determined at the auction. The proceeds realized from any sale of assets will be used to first reduce the Debtor's secured creditors. At this time, and until a sale occurs, the Debtor cannot reasonably state or describe the extent to which the proceeds of sale will be used to benefit each class of creditors in the Chapter 11 Case, other than to submit that a reduction in secured debts leaves open the possibility of distributions to priority and unsecured creditors. Creditor Type Security Amount Basis -------- ---- -------- ------ ----- Unity Bank Secured DOT and UCC $1,136,457.16 Scheduled on all assets Northeast Bank Secured DOT and UCC $424,98 Scheduled on all assets Jayant Shan Secured DOT on Real Estate Unknown Scheduled IRS Secured Tax Lien $56,241.80 Claim IRS Priority None $122,104.73 Claim IRS Unsecured None $40,766.47 Claim Box Butte Secured Tax Lien $203.07 Claim County Treasure Priority None $572.31 Claim Nebraska Dep't. of Labor Nebraska DOR Secured Tax Lien $59,707.98 Scheduled Other Secured Secured UCC on All Unknown Scheduled Creditors Assets Other Priority Priority None Unknown Scheduled Creditor Other Unsecured Unsecured None $16,027.96 Scheduled Creditors As it is a sale of all or substantially all the Debtor's assets, there are unlikely to be any assets remaining of any appreciable value following the sale proposed, other than possible causes of action under Chapter 5 of Title 11 of the Bankruptcy Code. The Debtor can project that there will be closing costs, real estate commissions, and other administrative expense claims associated with the sale of the Property and its bankruptcy case, but specific amounts are not available at this time. At this time, it cannot reasonably determine the amount of taxable income it may realize from the sale. However, it is possible that the Debtor will incur taxable income as a result of the sale. The Debtor therefore submits that a controlled sale of assets is much preferrable to the likely prospect of a foreclosure sale and that its decision to liquidate is both a reasoned and sound business decision at this time. The Debtor obtained limited title reports on the Property from Missouri Rive Title. Exhibit A is a copy of the title report. Through the Motion, the Debtor seeks entry of an Order Authorizing and approving the proposed Auction and Bid Procedures. The salient terms of the Bidding Procedures are: a. Deposit: $5,000 b. Auction: The Debtor will conduct a public auction of its assets located at 117 Cody Avenue, Alliance, NE 69301 through Scott Moore and Lee and Associates on May 15, 2023, at a time and location to be reasonably agreed upon by the Debtor and the Auctioneer. c. Bid Increments: To be determined at the discretion of the Debtor in consultation with the Auctioneer d. Sale Hearing: A hearing to approve the Sale will be scheduled and noticed by separate order of the Bankruptcy Court. e. Credit Bid: Unity Bank may make one or more credit bids for some or all of the Assets securing their allowed claims. f. The sale of the Assets will be on an "as is, where is" basis and without representations or warranties of any kind, nature, or description by Debtor, its agents or its estate, other than a warranty of title. The Assets will be sold free and clear of Interests. The Debtor will provide adequate notice of the hearing on the Motion by providing notice to all creditors in its case. A copy of the Exhibit A and Bidding Procedures is available at https://tinyurl.com/5bdcwcfz from PacerMonitor.com free of charge. About 1st Hospitality 1st Hospitality, LLC is the fee simple owner of a real property located at 117 Cody Ave., Alliance, Neb., with a revenue-based valuation of $1.62 million. 1st Hospitality filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No. 22-41002) on Nov. 22, 2022, with $1 million to $10 million in both assets and liabilities. Anupam Dave, authorized member, signed the petition. Judge Thomas L. Saladino oversees the case. The Debtor is represented by Patrick Raymond Turner, Esq., at Turner Legal Group, LLC. 2017 HOLDINGS: Another Brooklyn Property Hits Chapter 11 -------------------------------------------------------- 2017 Holdings LLC filed for chapter 11 protection in the Eastern District of New York. The Debtor owns the property at 2017 Fulton St., Brooklyn, NY 11233. According to court filings, the Debtor estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. The Debtor is an affiliate of Lonestar Sports Bar & Grill Inc, which filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 23-40183) on Jan. 20, 2023. In that case, Vom Management LLC in February 2023 won an order lifting and vacating the automatic stay with respect to the real property known as 8703 5th Avenue, Brooklyn, NY 11209. The case was later dismissed on March 16, 2023. About 2017 Holdings LLC 2017 Holdings LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). 2017 Holdings LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40987) on March 23, 2023. In the petition filed by Michael Israel, as member, the Debtor reported assets and liabilities between $1 million and $10 million. 2202 EAST ANDERSON: SARE Files Bare-Bones Petition -------------------------------------------------- 2202 East Anderson Street LLC filed for chapter 11 protection in the Central District of California, without stating a reason. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. The Debtor's schedules of assets and liabilities, statement of financial affairs and other documents are due April 6, 2023. According to court filings, 2202 East Anderson Street estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for April 19, 2023 at 2:00 p.m. in Room Telephonically on telephone conference line: 1-866-816-0394 (participant passcode: 5282999). About 2202 East Anderson Street 2202 East Anderson Street LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). 2202 East Anderson Street LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11695) on March 23, 2023. In the petition filed by Zion Vanounou, as managing member, the Debtor reported assets and liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Neil W Bason oversees the case. Susan K Seflin has been appointed as Subchapter V trustee. The Debtor is represented by: Stephen F Biegenzahn, Esq. Law Offices of Stephen F. Biegenzahn 341 North Detroit Street Los Angeles, CA 90036 Tel: 213-925-7395 Email: steve@sfblaw.com 26 BOWERY: Seeks to Extend Plan Exclusivity to August 3 ------------------------------------------------------- 26 Bowery LLC and 2 Bowery Holding, LLC ask the U.S. Bankruptcy Court for the Southern District of New York to extend their exclusive right to file a plan of reorganization and to solicit acceptances thereof to August 3, 2023 and October 4, 2023, respectively. This is the Debtors' third request for an extension of the exclusive periods. Their current exclusivity period and acceptance period expire on April 4, 2023 and June 6, 2023, respectively. The Debtors stated that they needed sufficient time to pursue recovery of their mixed use properties in Manhattan's Chinatown neighborhood and then prepare and market the properties for sale. The Debtors explained that they require another extension of their exclusive periods to pursue their dual strategy of settling with certain tenants, where possible, and litigating where settlement is not achievable. 26 Bowery LLC and 2 Bowery Holding, LLC are represented by: Fred B. Ringel, Esq. Clement Yee, Esq. LEECH TISHMAN ROBINSON BROG PLLC 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6301 About 26 Bowery 26 Bowery, LLC is the owner of the real property and improvements located at 26 Bowery, N.Y. The property is a mixed-use commercial property located in Manhattan's Chinatown neighborhood. 26 Bowery and its affiliate, 2 Bowery Holding, LLC, filed their voluntary petitions for Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 22-10412 and 22-10413) on March 31, 2022. Both reported as much as $10 million in both assets and liabilities at the time of the filing. Judge Martin Glenn oversees the cases. A. Mitchell Greene, Esq., at Leech Tishman Robinson Brog PLLC serves as the Debtors' legal counsel. 307 ASSETS: Files Amendment to Disclosure Statement --------------------------------------------------- 307 Assets LLC submitted an Amended Disclosure Statement describing Amended Plan of Reorganization dated March 30, 2023. The Debtor is the owner of the real property at 307-309 Sixth Avenue, New York, New York 10022 (the "Property"). The value of the Property, as estimated by the Debtor in its Chapter 11 schedules is $14,500,000. The Property consists of vacant retail space but has development potential. The Debtor's Chief Restructuring Officer spoke to various real estate brokers who state that to achieve its potential value, the Property may be marketed as both vacant retail space and as a development site. The actual market value of the Property will be determined by the sale of the Property under the Plan. Recognizing that the Property was underwater, George Filoupolos, the Debtor's beneficial owner agreed not to contest the foreclosure and to transfer ownership to an entity friendly to the Mortgagee. In June 2022, he thus transferred the Debtor's sole membership interest from Emilio Holdings LLC to 307-309 Sixth Owner LLC. 307-309 Sixth Owner LLC is the Debtor's sole member. The Mortgagee released Mr. Filoupolos' personal guarantee in connection with the transfer. The Second Mortgagee contends that the transfer of the membership interests may have resulted in a merger of the deed and note. The Debtor believes that the merger doctrine does not apply because no mortgage was extinguished by the transfer of membership interests as evidenced by the subsequent Supreme Court foreclosure judgment. In addition, even if it were possible to vacate the foreclosure judgment, the beneficial owner of 307- 309 Sixth Owner LLC has no insider relationship to the First Mortgagee, as the term insider is defined by the Bankruptcy Code. After beneficial ownership of the Property was transferred to 307 309 Sixth Owner LLC, efforts were made to enhance the Property value by advancing the Property's development prospects. Thus the Debtor applied for zoning approval for development, as a prerequisite to landmark commission approval and Department of Buildings approval. The initial Department of Buildings application incorrectly listed the First Mortgagee as owner. That mistake was subsequently corrected. This case was primarily filed to effectuate an orderly sale of the Property with marketing pursuant to a Chapter 11 plan to ensure a fair recovery for all parties in interest, including the Second Mortgagee. Since the Debtor has no income, the First Mortgagee loaned the Debtor the funds necessary to retain Backenroth Frankel & Krinsky, LLP as bankruptcy attorneys and FIA and David Goldwasser as CRO. The First Mortgagee has agreed to subordinate its loans for fees paid to Debtor's counsel and Debtor's Chief Restructuring Officer to all other claims in the case. Like in the prior iteration of the Plan, General Unsecured Claims shall receive payment of available Cash up to Allowed Amount of Class 5 Claims, after payment of Administrative Expenses, priority tax Claims, Class 1, 2, 3, and 4 Claims. Payments under the Plan will be paid either from the Property sale proceeds. The sale of the Property shall be implemented pursuant to the Bidding and Auction Procedures. Prior to or on the Effective Date, the Property shall be sold to Purchaser free and clear of all Liens, Claims, and encumbrances, with any such Liens, Claims, and encumbrances to attach to the Property Sale Proceeds, and disbursed in accordance with the provisions of this Plan. A full-text copy of the Amended Disclosure Statement dated March 30, 2023 is available at https://bit.ly/3MhjWNP from PacerMonitor.com at no charge. Debtor's Counsel: Mark Frankel, Esq. BACKENROTH FRANKEL & KRINSKY, LLP 800 Third Avenue New York, NY 10022 Tel: (212) 593-1100 Fax: (212) 644-0544 E-mail: mfrankel@bfklaw.com About 307 Assets 307 Assets LLC is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). The company is the fee simple owner of a property located at 307 Sixth Avenue New York, NY 10014 valued at $14.5 million. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 23-10027) on Jan. 9, 2023. In the petition signed by David Goldwasser, chief restructuring officer, the Debtor disclosed $14,500,000 in assets and $22,699,338 in liabilities. The Hon. James L. Garrity Jr. oversees the case. BACKENROTH FRANKEL & KRINSKY, LLP, led by Mark Frankel, is the Debtor's counsel. 307 ASSETS: Seeks to Hire Meridian Capital as Real Estate Broker ---------------------------------------------------------------- 307 Assets, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Meridian Capital Group, LLC as its real estate broker. Meridian will market and sell the Debtor's property located at 307-309 Sixth Avenue, New York, New York 10022. The property is a vacant development site. Meridian is entitled to a 2 percent commission. In the event that the First Mortgagee or its designee is the successful purchaser by credit bid, MCG shall be entitled to a flat fee of 30,000. As disclosed in the court filing, Meridian is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors or the Debtor's estates. The firm can be reached through: David Schechtman MCG Capital Group, LLC 1 Battery Park Plaza, 26th Floor New York, NY 10004 Phone: (212) 972-3600 Email: dschechtman@meridiancapital.com About 307 Assets 307 Assets LLC is a single asset real estate as defined in 11 U.S.C. Section 101(51B). The company is the fee simple owner of a property located at 307 Sixth Avenue New York, valued at $14.5 million. 307 Assets filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 23-10027) on Jan. 9, 2023. In the petition signed by its chief restructuring officer, David Goldwasser, the Debtor disclosed $14,500,000 in assets and $22,699,338 in liabilities. Judge James L. Garrity Jr. oversees the case. Backenroth Frankel & Krinsky, LLP, led by Mark Frankel, Esq., is the Debtor's counsel. 4000 E PATRICK: Seeks to Hire Riggi Law as Bankruptcy Counsel ------------------------------------------------------------- 4000 E Patrick Lane LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire David Riggi, Esq. and Riggi Law as its legal counsel. Riggi Law Firm's services include: 1. instituting, prosecuting or defending any contested matters arising out of this bankruptcy proceeding in which the Debtor may be a party; 2. assisting the Debtor in seeking court approval to recover, liquidate and protect estate assets; 3. assisting in determining the priorities and status of claims and in filing objections thereto where necessary; 4. assisting in the preparation of a disclosure statement and Chapter 11 plan; and 5. performing all other legal services for the Debtor. The firm received a retainer in the amount of $7,600. The hourly rates charged by the firm's attorneys are as follows: Partners $450 Associates $195 As disclosed in court filings, Riggi Law Firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: David A. Riggi, Esq. Riggi Law Firm 5550 Painted Mirage Rd. Suite 320 Las Vegas, NV 89149 Tel: (702) 463-7777 Fax: (888) 306-7157 Email: RiggiLaw@gmail.com About 4000 E Patrick Lane 4000 E Patrick Lane LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-10776) on March 1, 2023, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. David Riggi, Esq. at RIGGI LAW represents the Debtor as counsel. 4E BRANDS: Seeks Court Okay to Recycle Toxic Hand Sanitizer ----------------------------------------------------------- James Nani of Bloomberg Law reports that 4E Brands Northamerica LLC, a bankrupt unit of Kimberly-Clark de Mexico, is seeking court approval for a plan to recycle its toxic hand sanitizer as a wash solvent for a cement manufacturing plant. A La Porte, Indiana-based facility would use the tainted materials as a substitute to clean cement production lines, 4E said in a filing to ask for an emergency approval hearing at the US Bankruptcy Court for the Southern District of Texas. The Monday, March 27, 2023 request comes after 4E failed several times in its plans to destroy the recalled, methanol-containing hand sanitizer. "Since the Court confirmed the Debtor's chapter 11 plan, the Debtor has been squarely focused on destruction of the Debtor's hand sanitizer inventory. The Debtor has halted transportation and destruction at the request of the TCEQ. The Debtor's Destruction Vendor is recycling the hand sanitizer to be used as a wash solvent for cement manufacturers. This process falls within current regulations," according to court filings. "The Debtor requests approval of the destruction process so that the Debtor can complete destruction and the Plan Agent can continue working to effectuate the Debtor's Plan. Emergency relief is requested because on the Debtor agreed to halt destruction at the TCEQ's request. It is imperative that the Debtor continue and complete destruction of their Hand Sanitizer Inventory as soon as possible. Additionally, some of the Hand Sanitizer Inventory is still in warehouses for which the Debtor will continue to incur liability. Finally, due to the halt in destruction other third-party destruction projects are starting to take priority over the Debtor's inventory and this delay is risking substantial delay in final destruction of the Debtor's inventory." As of the Petition Date, the Debtor held approximately 7,402 pallets of inventory, including adulterated hand sanitizer that was recalled or refused. About 4E Brands North America 4e Brands North America, LLC, is a manufacturer of personal care and hygiene products based in San Antonio, Texas. Its brand name products include Blumen Hand Sanitizer, Assured Hand Sanitizer, and various other hand sanitizers and hand soaps. The Debtor is no longer operating. 4e Brands North America sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Case No. 22-50009) on Feb. 22, 2022, with up to $50,000 in assets and up to $50 million in liabilities. David Dunn, chief restructuring officer, signed the petition. The case is handled by Judge David R. Jones. Matthew D. Cavenaugh, Esq., at Jackson Walker, LLP is the Debtor's legal counsel. Stretto is the claims agent. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors on March 1, 2022. The committee tapped Tucker Ellis, LLP as bankruptcy counsel; Munsch Hardt Kopf & Harr, P.C. as Texas counsel; and Oxford Restructuring Advisors, LLC as financial advisor. * * * On Oct. 27, 2022, the Court entered an order confirming the Debtor's First Amended Combined Disclosure Statement and Joint Plan of Liquidation of 4E Brands Northamerica LLC Pursuant to Chapter 11 of the Bankruptcy Code. The Plan went effective on Nov. 1, 2022. The Plan appointed David M. Dunn as the Plan Agent and tasks Mr. Dunn with effectuating the Plan. 7614 LLC: Urban Engineering, et al., File Sale Plan --------------------------------------------------- Urban Engineering, P.C., Urban Construction & Management, Inc. and Nizar Khoury filed a proposed Chapter 11 Plan of Reorganization for 7614 LLC. The Plan contemplates the sale of the Debtor's property at 157 Hester Street, a/k/a 68-82 Elizabeth Street, New York, New York. Under the Plan, the Secured Lender in Class 1 shall be paid the full Allowed Amount of the Lender Secured Claim on the later of (i) the Closing Date; or (ii) not later than five (5) Business Days after such Claim becomes an Allowed Claim in full satisfaction, release and discharge thereof. To the extent that any funds are available from the Net Sale Proceeds and/or the Cash on hand with the Debtor after full payment of all Statutory Fees, Administrative Claims, Priority Tax Claims, and the Lender Secured Claim in Class 1, each holder of an Allowed Class 2 General Unsecured Claim shall be paid a Pro Rata Cash Distribution of the amounts available on the later of the Closing Date; or (ii) not later than 5 Business Days after such Claim becomes an Allowed Claim, not to exceed payment in full plus interest at the legal rate in full satisfaction, release and discharge thereof. All payments required to be made under the Plan shall be made by the Disbursing Agent in accordance with the terms of this Plan from the Net Sale Proceeds and any Cash on hand with the Debtor on the Effective Date. Counsel to the Plan Proponents: Douglas J. Pick, Esq. PICK & ZABICKI LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 A copy of the Plan of Reorganization dated March 22, 2023, is available at https://bit.ly/3lWmt59 from PacerMonitor.com. About 7614 LLC 7614 LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). 7614 LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42336) on Sept. 23, 2022. In the petition filed by Tim Ziss, as manager and member, the Debtor reported assets and liabilities between $1 million and $10 million. The Debtor is represented by Kevin J Nash of Goldberg Weprin Finkel Goldstein LLP. ACER THERAPEUTICS: Incurs $26.2 Million Net Loss in 2022 -------------------------------------------------------- Acer Therapeutics Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $26.24 million on $0 of revenue for the year ended Dec. 31, 2022, compared to a net loss of $15.37 million on $1.26 million of revenue for the year ended Dec. 31, 2021. Net loss for the three months ended Dec. 31, 2022 was $9.4 million, or $0.54 net loss per share (basic and diluted), compared to a net loss of $4.4 million, or $0.31 net loss per share (basic and diluted), for the three months ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $11.62 million in total assets, $28.38 million in total liabilities, and a total stockholders' deficit of $16.76 million. Cash and cash equivalents were $2.3 million as of Dec. 31, 2022, compared to $12.7 million as of Dec. 31, 2021. Acer believes its cash and cash equivalents as of Dec. 31, 2022, together with the gross proceeds of $7.0 million from a second term loan with SWK Funding LLC which closed on Jan. 31, 2023, $4.1 million from Acer's ATM facility subsequent to Dec. 31, 2022, and $2.7 million from a sale of securities (including pursuant to a registered direct offering of shares of common stock and prefunded warrants) which closed on March 24, 2023, will be sufficient to fund its currently anticipated operating and capital requirements into the middle of Q2 2023. Boston, Massachusetts-based BDO USA, LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has suffered recurring losses from operations, negative cash flows from operations, has a net working capital deficiency, has a net capital deficiency, and has minimum unencumbered liquid assets balance requirements under their existing SWK Credit Agreement, that raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1069308/000095017023009992/acer-20221231.htm About Acer Therapeutics Acer Therapeutics Inc. -- http://www.acertx.com-- is a pharmaceutical company focused on the acquisition, development and commercialization of therapies for serious rare and life-threatening diseases with significant unmet medical needs. In the U.S., OLPRUVA (sodium phenylbutyrate) is approved for the treatment of urea cycle disorders (UCDs) involving deficiencies of carbamylphosphate synthetase (CPS), ornithine transcarbamylase (OTC), or argininosuccinic acid synthetase (AS). Acer is also advancing a pipeline of investigational product candidates for rare and life-threatening diseases, including: OLPRUVA (sodium phenylbutyrate) for treatment of various other inborn errors of metabolism, including Maple Syrup Urine Disease (MSUD); ACER-801 (osanetant) for treatment of induced Vasomotor Symptoms (iVMS) and Post-traumatic Stress Disorder (PTSD); EDSIVO (celiprolol) for treatment of vascular Ehlers-Danlos syndrome (vEDS) in patients with a confirmed type III collagen (COL3A1) mutation; and ACER-2820 (emetine), a host-directed therapy against a variety of viruses, including cytomegalovirus, Zika, dengue, Ebola and COVID-19. AFSHARFIRM LLC: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------- Afsharfirm, LLC asks the U.S. Bankruptcy Court for the Western District of Texas, Waco Division, for authority to use cash collateral. The Debtor has an immediate need to use the cash collateral of Lone Ranger Capital Investments REIT, LLC, Cynton Centuries I LLC, and Park Place Finance, the Debtor's secured creditors claiming liens on the Debtor's personal property including cash and accounts. The Debtor can adequately protect the interests of the Secured Lenders as set forth in the proposed Interim Order for Use of Cash Collateral by providing the Secured Lenders with post-petition liens, a priority claim in the Chapter 11 bankruptcy case, and cash flow payments. The cash collateral will be used to continue the Debtor's ongoing operations which is renting real property. The Debtor asserts this is an emergency matter since there are no outside sources of funding available to it and must rely on the use of cash collateral to continue its operations. A copy of the motion is available at https://bit.ly/3nAC2zR from PacerMonitor.com. About Afsharfirm LLC Afsharfirm LLC is a limited liability company in Texas that owns six parcels of real property. Afsharfirm LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-60110) on March 7, 2023. In the petition filed by Ali Afshar Shandiz, as sole member, the Debtor reported assets between $500,000 and $1 million and liabilities between $1 million and $10 million. The case is overseen by the Honorable Bankruptcy Judge Michael M. Parker. Brad W. Odell has been appointed as Subchapter V trustee. The Debtor is represented by Tyler S. Sims, Esq. at Sims Law, PLLC. ALC CONSULTING: Case Summary & Five Unsecured Creditors ------------------------------------------------------- Debtor: ALC Consulting Limited Liability Company 4621 N. Davis Highway Pensacola, FL 32503 Chapter 11 Petition Date: April 3, 2023 Court: United States Bankruptcy Court Northern District of Florida Case No.: 23-30212 Debtor's Counsel: Edward J. Peterson, Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP 401 East Jackson Street #3100 Tampa, FL 33602 Tel: 813-225-2500 Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jason Harvey as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LTIXOKA/ALC_Consulting_Limited_Liability__flnbke-23-30212__0001.0.pdf?mcid=tGE4TAMA ALLERGY & ASTHMA: Court OKs Cash Collateral Access Thru April 11 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Allergy & Asthma Center of S.W. Washington, LLC to use cash collateral on an interim basis until April 11, 2023. The Court said the $72 expense for medical insurance for the Debtor's principal is disallowed. A continued hearing on the matter is set for April 11 at 11 a.m. A copy of the order is available at https://bit.ly/3KqMKSG from PacerMonitor.com About Allergy & Asthma Center Allergy & Asthma Center is a provider of personalized care for allergies and asthma. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11270) on March 6, 2023. In the petition signed by Sanjeev Jain, MD, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Vincent P. Zurzolo oversees the case. The Law Offices of Michael Jay Berger oversees the case. ALPINE 4 HOLDINGS: Chief Financial Officer to Quit -------------------------------------------------- Larry Zic notified Alpine 4 Holdings, Inc. of his intent to resign as the Company's chief financial officer, effective March 31, 2023. Mr. Zic's decision to resign arose from his desire to pursue other professional opportunities. Alpine 4 disclosed Mr. Zic's resignation was voluntary and did not arise from any disagreement on any matter relating to the operations, policies, or practices of the Company. The Company's Board of Directors accepted Mr. Zic's resignation effective March 31, 2023. The Board has begun a search for a new chief financial officer. In the interim, the Board has appointed SaVonnah Osmanski, currently serving as the Company's VP corporate controller and vice president, to serve as the Company's interim chief financial officer, to serve until a replacement chief financial officer has been engaged. Ms. Osmanski will serve as the interim principal financial officer and principal accounting officer for the Company. Ms. Osmanski will serve in this capacity at the pleasure of the Board. Ms. Osmanski has been with the Company since March 2021. She was appointed as VP corporate controller of the Company in June 2021. Ms. Osmanski is a Certified Public Accountant in good standing under Arizona licensure. She earned two Bachelors of Science Degrees, one in Accounting and one in Finance, from Northern Arizona University. She also earned a Masters Degree in Accounting from the W.P Carey School of Business at Arizona State University. Prior to joining the Company, Ms. Osmanski was a controller at a private company and an external auditor. About Alpine 4 Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a publicly traded conglomerate that is acquiring businesses that fit into its disruptive DSF business model of drivers, stabilizers, and facilitators. As of April 14, 2021, the Company was a holding company that owned nine operating subsidiaries: ALTIA, LLC; Quality Circuit Assembly, Inc.; Morris Sheet Metal, Corp; JTD Spiral, Inc.; Deluxe Sheet Metal, Inc.; Excel Construction Services, LLC; SPECTRUMebos, Inc.; Impossible Aerospace, Inc.; and Vayu (US), Inc. Alpine 4 reported a net loss of $19.41 million for the year ended Dec. 31, 2021, a net loss of $8.05 million for the year ended Dec. 31, 2020, a net loss of $3.13 million for the year ended Dec. 31, 2019, and a net loss of $7.91 million for the year ended Dec. 31, 2018. APEX SIERRA: Unsecureds to be Paid in Full in Sale Plan ------------------------------------------------------- Apex Sierra Hermosa TX, LP, filed with the U.S. Bankruptcy Court for the Northern District of Texas a Disclosure Statement describing Chapter 11 Plan dated March 30, 2023. The Debtor is a Texas Limited Partnership which owned as its only asset an apartment complex in Ft. Worth, Texas ("Property"). Debtor has sold the Property and shall use the sale proceeds to pay all its creditors. The Debtor's business consisted of the ownership of the Property. Pursuant to Court Order entered January 27, 2023, the Debtor was authorized to sell the Property. Certain creditors were paid at the time of closing (consisting of the secured lender, taxing authorities and certain judgment creditors). The remaining proceeds from the sale are in the Debtor in Possession account. Under the terms of the Plan, the Creditors will receive cash payments from the Debtor's funds on hand from the sale of the Property. Those funds are sufficient to fund the Plan. Class 4 consists of Claims of Unsecured Creditors. All Allowed Unsecured Creditor claims shall be paid in full on the later of the effective date or entry of a final order allowing their claim. The Class 4 creditors are not impaired under this Plan. Class 5 consists of Current Partners. The current partners will maintain their existing interests. All current partners will receive their share of the remaining sale's proceeds after payment of Classes 1 through 5 in accordance with the terms of the existing partnership agreement. Debtor shall use the funds on hand from the sale of the Property to fund the Plan. All payments under the Plan shall be made through the Disbursing Agent. A full-text copy of the Disclosure Statement dated March 30, 2023 is available at https://bit.ly/40CLxgr from PacerMonitor.com at no charge. Attorneys for Debtor: Eric A. Liepins, Esq. Eric A. Liepins, PC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About Apex Sierra Hermosa TX Fort Worth, Texas-based Apex Sierra Hermosa TX, LP is a Texas Limited Partnership which owned as its only asset an apartment complex in Ft. Worth, Texas ("Property"). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-42638) on Nov. 1, 2022, with up to $50 million in assets and up to $10 million in liabilities. Aron Puretz, representative of the Debtor's general partner, signed the petition. Judge Mark Mullin oversees the case. Eric A. Liepins, Esq., is the Debtor's legal counsel. ARCH RESOURCES: S&P Raises ICR to 'B+', Outlook Stable ------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Arch Resources Inc. to 'B+' from 'B'. Concurrently, S&P raised its issue-level rating on the company's senior secured debt to 'BB' from 'BB-'. The '1' recovery rating on the debt is unchanged, indicating its expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of a default. S&P said, "The stable outlook reflects our expectation that strong coal markets will support robust earnings and cash flow over the next 12 months, albeit weaker than in 2022, with significant cushion in Arch's credit metrics to absorb market volatility. "Arch's adjusted leverage cushion is strong enough to absorb a 65% drop in EBITDA and remain below 1x. Although we expect adjusted earnings to soften in 2023 due to our assumption of declining commodity prices, Arch's leverage will most likely remain below 1x given the significant reduction in the company's adjusted debt. Arch's adjusted debt declined by 54% to $457 million as of Dec. 31, 2022, compared with close to $1 billion in the previous year. In fiscal 2022, the company voluntarily repaid $274 million of its term loan due 2024 ($6.5 million outstanding as of Dec. 31, 2022) and redeemed $142 million of its convertible notes due 2025 ($13.2 million outstanding as of Dec. 31, 2022). Furthermore, Arch contributed $136 million into a fund specifically earmarked for final mine closure reclamation activities, which effectively reduces its asset retirement obligations." The reduction in adjusted debt has created a significant cushion in Arch's credit metrics to withstand volatility in the company's earnings. For example, based on the current adjusted debt level of $457 million, Arch can withstand a 65% drop in EBITDA and leverage would remain below 1x, which is tantamount to metallurgical (met) coal prices dropping by about 30% from S&P's base case price scenario, all other things being equal. Production ramp-up at the Leer South mine will boost Arch's met coal business as the company gradually winds down thermal coal production. S&P said, "We expect an 18% increase in met coal production in 2023 as production ramps up at Leer South following the move to new longwall operations. Last year, contribution from the mine was limited due to geological issues. The increase in met coal production will partially offset our expectation of a 20%-30% drop in realized met coal prices. At the same time, Arch continues to limit investment in its thermal coal mines as it plans to wind down operations within the next decade and focus solely on met coal. With no exploration activities ongoing, Black Thunder, Arch's largest thermal coal mine (80% of 2022 thermal coal short tons) should be completely depleted within the next eight years at the current production run rate. Meanwhile, these thermal coal assets will continue to generate strong earnings given the current favorable market for thermal coal. We expect thermal coal will account for at least 18%-20% of EBITDA in 2023." The winding down of the thermal coal mines should be positive for Arch's longer-term competitiveness as the company transitions to a product that is not in secular decline. On the other hand, the closure of the thermal coal mines would also limit asset and commodity diversity long term. Arch has a limited track record of maintaining low leverage. Except for 2020, when leverage spiked to 22.8x, Arch maintained adjusted leverage in the 1.5x-2.5x range from 2017-2021. The deterioration in leverage in 2020 was caused by weak commodity markets, and then materially worsened by the onset of the COVID-19 pandemic. Since then, improved market conditions and prudent balance-sheet management have lowered leverage to below 1x in 2022. S&P said, "Although we believe Arch could sustain this leverage in 2023, we note that management has a limited track record of maintaining leverage at this level. We believe that a track record of several quarters of keeping such low leverage, including management's commitment to maintaining this trend, is a key consideration for a higher rating and reflected in the negative one-notch comparable rating adjustment." S&P said, "The stable outlook reflects our expectation that Arch should continue to generate robust earnings and cash flows, albeit softer than in 2022, over the next 12 months benefitting from strong committed positions in both operating segments, thereby resulting in adjusted leverage at about 1x. "We could lower our ratings on Arch if adjusted leverage approaches 3x. This could happen if Arch unexpectedly takes on more debt, if an operational disruption at either its Leer or Leer South mine results in lower production and sales, or if commodity markets deteriorate significantly from current levels. "We could upgrade Arch in the next 12 months if it sustains leverage below 1.5x, backed by management's firm commitment to hold such low leverage. Furthermore, we would expect Arch to bolster its competitive position by expanding into new products with more favorable growth trends and lower risk of substitution or secular decline as it winds down its thermal coal business." ESG credit indicators: E-4, S-3, G-2 ARTS DISTRICT: Seeks to Tap Reed H. Olmstead as Bankruptcy Counsel ------------------------------------------------------------------ Arts District Patients Collective, Inc. d/b/a Arts District Healing Center seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire the Law Offices of Reed H. Olmstead as its general bankruptcy counsel. The firm's services include: a) advising and assisting the Debtor regarding compliance with U.S. Trustee requirements; b) advising the Debtor concerning rights and remedies of the bankruptcy estate regarding its assets and with respect to the secured, priority and general claims of creditors; c) representing the Debtor in connection with financial and business matters including the sale of any assets; d) preparing and filing of any pleadings, motions, notices or orders which may be required for the orderly administration of the case; e) representing the Debtor in proceedings or hearings in the Bankruptcy Court where its rights may be litigated or affected; f) advising the Debtor concerning the requirements of the Bankruptcy Code and applicable rules; g) assisting the Debtor in the negotiation, formulation, confirmation and implementation of a Chapter 11 Plan; and h) taking such other action and perform such other services as the Debtor may require in connection with this case. The firm received a retainer in the amount of $13,262, plus the filing fee. As disclosed in the court filings, the Law Offices Reed H. Olmstead is "disinterested" as defined and used in sections 101(14), 327 and 328(c) of the Bankruptcy Code. The firm can be reached through: Reed H. Olmstead, Esq. LAW OFFICES OF REED H. OLMSTEAD 5142 Hollister Avenue # 171 Santa Barbara, CA 93111 Tel: (805) 963-9111 Fax: (805) 963-2209 Email: reed@olmstead.law About Arts District Patients Collective Arts District Patients Collective, Inc. d/b/a Arts District Healing Center filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10604) on Feb. 2, 2023. The petition was signed by James Shaw as chief executive officer. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Ernest M. Robles presides over the case. Reed Olmstead, Esq. at the LAW OFFICES OF REED H. OLMSTEAD represents the Debtor as counsel. ARU PHARMA: Hires Michael G. Mc Auliffe as Bankruptcy Counsel ------------------------------------------------------------- Aru Pharma Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire the Law Office of Michael G. Mc Auliffe, Esq., as its bankruptcy counsel. The firm's services include: (a) assisting the Debtor in preparing and filing (and serving as necessary) schedules, statements, monthly financial statements, and other necessary and appropriate documents; (b) preparing and filing, on behalf of the Debtor, all motions, applications, documents in connections with adversary proceedings, and proposed orders or other legal papers; (c) appearing at all appropriate meetings and before any appropriate forum (including this Court) in order to represent and protect the interests of the Debtor and the Estate; (d) explaining to the Debtor its responsibilities in a case under chapter 11, and ensuring insofar as practicable that it complies with its responsibilities; (e) assisting the Debtor in formulating a plan of liquidation and disclosure statement; and (f) performing such other further legal services for the Debtor which may be necessary. The normal billing rates of the Mc Auliffe Firm are: Members $400 per hour Paralegal $195 per hour The Mc Auliffe Firm received a retainer of $20,000, together with $1,738 for the court filing fee. As disclosed in the court filing, Mc Auliffe Firm is a disinterested person as that term is defined in Section 101 of the Bankruptcy Code, and does not hold, or represent any entity with, an adverse interest in or in connection with this case. The firm can be reached through: Michael G. Mc Auliffe, Esq. THE LAW OFFICE OF MICHAEL G. MC AULIFFE 68 South Service Road Suite 100 Melville, NY 11747 Tel: 516-927-8413 Fax: 516-927-8414 Email: mgmlaw@optonline.net About Aru Pharma Inc. Aru Pharma Inc. is a manufacturer of drugs and pharmaceuticals. Aru Pharma Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22157) on February 27, 2023. In the petition filed by Rajammal Jayakumar, proposed executrix of the Estate of Arumugan Jayakumar, the Debtor reported total assets of $109,091 and total liabilities of $1,409,828. Honorable Bankruptcy Judge Sean H. Lane oversees the case. The Debtor is represented by Michael G. Mc Auliffe, Esq. at THE LAW OFFICE OF MICHAEL G. MC AULIFFE. ARU PHARMA: Seeks to Hire James P. Donohue as Special Counsel ------------------------------------------------------------- Aru Pharma Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire the Law Offices of James P. Donohue, Jr., PLLC as its special counsel. The firm will render these services: (a) continue representing the Debtor in the Roofing Action, which is currently scheduled to go to mediation with NAM (retired Justise DiBlasi the mediator) and is on the trial calendar for April 18, 2023; (b) in the event the mediation is unsuccessful, S&P will proceed to trial, which will entail finishing expert designation, preparing witnesses, documents, jury instructions, etc.; and (c) performing such other further legal services for the Debtor which may be necessary. Donohue Firm will be paid either 100 percent of its recorded fees or 25 percent of the amount awarded to the Debtor, whichever is less. The normal billing rates of the Donohue Firm is $425 per hour. The firm received a retainer in the amount of $30,000. The firm can be reached through: James P. Donohue, Jr., Esq. Law Offices of James P. Donohue, Jr., PLLC 99 Church Street, 4th Floor White Plains, NY 10601 Phone: 914-397-1120 Fax No: 914-397-1122 About Aru Pharma Aru Pharma Inc. is a manufacturer of drugs and pharmaceuticals. Aru Pharma Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22157) on February 27, 2023. In the petition filed by Rajammal Jayakumar, proposed executrix of the Estate of Arumugan Jayakumar, the Debtor reported total assets of $109,091 and total liabilities of $1,409,828. Honorable Bankruptcy Judge Sean H. Lane oversees the case. The Debtor is represented by Michael G. Mc Auliffe, Esq. at THE LAW OFFICE OF MICHAEL G. MC AULIFFE. AYTU BIOPHARMA: Hikes Eclipse Credit Facility by $2 Million ----------------------------------------------------------- Aytu BioPharma, Inc. entered into an Amendment No. 4 to Loan and Security Agreement dated Oct. 2, 2019, by and among Neos Therapeutics, Inc., Neos Therapeutics Brands, LLC, Neos Therapeutics, LP, Neos Therapeutics Commercial, LLC, PharmaFab Texas, LLC, as borrowers, Aytu Therapeutics, LLC, Innovus Pharmaceuticals, Inc., Semprae Laboratories, Inc., Novalere, Inc., and Delta Prime Savings Club, Inc., as obligors, Eclipse Business Capital LLC (f/k/a Encina Business Credit, LLC), as agent, and the lenders party thereto. The Eclipse Amendment, among other things, provided for an aggregate increase of $2,000,000 to the Eclipse Lender's commitment to make revolving loans from time to time to the Neos Obligors, resulting in an aggregate revolving facility size of $14,500,000. The ability of the Neos Obligors to make borrowings and obtain advances of revolving loans under the Eclipse Facility remains subject to a borrowing base and reserve and availability blockage requirements. In connection with the Eclipse Amendment, on March 24, 2023, the Obligors entered into the Second Amendment to Loan Documents amending that certain Loan and Security Agreement dated Jan. 26, 2022, by and among the Obligors, Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund II, L.P., as lenders, and Avenue Capital Management II, L.P., as administrative agent. The Avenue Amendment, among other things, permitted the increase in revolving loan commitment provided by the Eclipse Lender under the Eclipse Facility as provided for in the Eclipse Amendment. About Aytu BioPharma Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as Aytu BioScience, Inc. -- http://www.aytubio.com-- is a pharmaceutical company commercializing a portfolio of commercial prescription therapeutics and consumer health products. The Company's prescription products include Adzenys XR-ODT (amphetamine) extended-release orally disintegrating tablets and Cotempla XR-ODT (methylphenidate) extended-release orally disintegrating tablets for the treatment of attention deficit hyperactivity disorder (ADHD), as well as Karbinal ER (carbinoxamine maleate), an extended-release antihistamine suspension indicated to treat numerous allergic conditions, and Poly-Vi-Flor and Tri-Vi-Flor, two complementary fluoride-based prescription vitamin product lines available in various formulations for infants and children with fluoride deficiency. Aytu's consumer health segment markets a range of over-the-counter medicines, personal care products, and dietary supplements addressing a range of common conditions including diabetes, allergy, hair regrowth, and gastrointestinal conditions. Aytu Biopharma reported a net loss of $110.17 million for the year ended June 30, 2022, compared to a net loss of $58.29 million for the year ended June 30, 2021. As of Sept. 30, 2022, the Company had $150 million in total assets, $96.09 million in total liabilities, and $53.91 million in total stockholders' equity. Denver, Colorado-based Plante & Moran, PLLC, the Company's auditorsince 2015, issued a "going concern" qualification in its report dated Sept. 27, 2022, citing that the Company's operations have historically consumed cash and are expected to continue to consume cash, which raises substantial doubt about the Company's ability to continue as a going concern. B&G PROPERTY: Seeks to Extend Plan Exclusivity to June 26 --------------------------------------------------------- B&G Property Investments, LLC asks the U.S. Bankruptcy Court for the District of Oregon to further extend its exclusivity period to June 26, 2023. Without the extension, the Debtor's exclusivity period will lapse on March 27, 2022. The Debtor explained that the extended deadline will be needed for the Debtor to reach agreement on a set of amendments to its Disclosure Statement and Plan, for the Court to set either another hearing date on the approval of the Disclosure Statement, and after approval, set a date and time for Plan confirmation. B&G Property Investments, LLC is represented by: Douglas R. Ricks, OSB #044026 VANDEN BOS & CHAPMAN, LLP 319 SW Washington St., Ste. 520 Portland, OR 97204 Tel: 503-241-4869 About B&G Property Investments B&G Property Investments, LLC, a company in Medford, Ore., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 22-60998) on July 29, 2022, with $10 million to $50 million in both assets and liabilities. Keith Boyd, manager, signed the petition. Judge Thomas M. Renn presides over the case. Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP represents the Debtor as counsel. The U.S. Trustee for Region 18 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Farleigh Wada Witt. BCM CRE OPPORTUNITY: Seeks Chapter 11 Bankruptcy Protection ----------------------------------------------------------- BCM CRE Opportunity Fund LLP filed for chapter 11 protection in the Eastern District of New York. According to court filings, BCM CRE Opportunity Fund estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for April 24, 2023, at 12:45 pm. About BCM CRE Opportunity Fund LLP BCM CRE Opportunity Fund LLP is engaged in activities related to real estate. BCM CRE Opportunity Fund LLP sought relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40964) on March 22, 2023. In the petition filed by Judith Klein, as managing member, the Debtor reported assets and liabilities between $1 million and $10 million. The case is overseen by Honorable Bankruptcy Judge Jil Mazer-Marino. The Debtor is represented by: Avrum J Rosen, Esq. Law Offices of Avrum J. Rosen, PLLC 4820 Bay Parkway Brooklyn, NY 11229 Tel: 631-423-8527 Fax: 631-423-4536 Email: arosen@ajrlawny.com BED BATH & BEYOND: Warns of Bankruptcy If $300M Offering Fails -------------------------------------------------------------- Catherine Larkin of Bloomberg News reports that reeling from a collapse in its stock price and at the mercy of Wall Street banks, Bed Bath & Beyond Inc. warned it will likely go bankrupt if a last-gasp $300 million equity offering fails. The retailer filed to sell new shares to stay afloat and repay creditors after a hedge-fund rescue effort faltered and as day traders — famed for bidding up unprofitable companies -- flee. If the offering "is not fully consummated," the company said Thursday, March 30, 2023, "we expect that we will likely file for bankruptcy protection." ATM Program, Equity Facility Bed Bath & Beyond announced March 30, 2023, that it filed a prospectus supplement with the U.S. Securities and Exchange Commission under which it may offer and sell up to $300 million of shares of its common stock from time to time through an "at-the-market" offering program ("ATM Program") with a maximum aggregate offering amount of up to $300 million. The timing and amount of any sales will be determined by a variety of factors considered by the Company. Bed Bath & Beyond also announced that concurrent with the new, At-The-Market offering program, the Company has also entered into a common stock purchase agreement and a registration rights agreement (collectively, "Committed Equity Facility") with B. Riley Principal Capital II, LLC to provide additional capital to the Company. Simultaneously, the Company is terminating its previous public equity offering and all outstanding warrants for Series A Convertible Preferred Stock associated with that offering The potential net proceeds from these financing transactions will be used immediately to fulfill conditions set forth in an amendment to the Company's credit facility filed March 30. The Company expects to utilize its amended credit facility to enable its strategic initiatives in fiscal 2023, such as investing in merchandise inventory, which will be further supported by a realigned store footprint and cost structure. Sue Gove, President & CEO of Bed Bath & Beyond Inc. said, "The actions we've taken have enabled us to create the necessary financial runway to begin restoring our iconic Bed Bath & Beyond and buybuy BABY businesses. We have raised $360 million of equity capital since the beginning of February, cured our default under our credit agreement, repaid material amounts of our ABL facility, completed our interest payment for our Senior Notes, all while jumpstarting our turnaround plans." Ms. Gove continued, "The customer experience remains our top priority and we are making meaningful progress to improve our business and calibrate to customer demand. In addition to leveraging our recent capital to reinvest in high demand inventory, we are also developing a third-party consignment program that will allow us to fortify our product assortments by expanding merchandise availability from key supplier partners. We are on pace to achieve our target of 360 top-performing Bed Bath & Beyond stores by the end of April, in addition to our existing 120 buybuy BABY stores. In conjunction with our online business, these productive stores are pivotal to our omni-channel strategy and future profitability." Ms. Gove concluded, "As demonstrated by our plans for additional equity capital, our work remains focused on creating operational and financial avenues for further progress. We believe today's launch of the ATM Program will expand the reach of our equity program, and accelerate the return of our nationally recognized Bed Bath & Beyond and buybuy BABY brands back to prominence." As of March 27, 2023, the Company had a total of approximately 435 million shares of common stock issued, and approximately 295 million shares of common stock available for issuance. The Company is providing the following preliminary financial results for the fiscal 2022 fourth quarter (ended February 25, 2023): * Net Sales of approximately $1.2 billion * Comparable Sales decline in the 40% to 50% range1 * Continuation of negative operating losses About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. The Company reported a net loss of $559.62 million for the fiscal year ended Feb. 26, 2022, a net loss of $150.77 million for the year ended Feb. 27, 2021, and a net loss of $613.82 million for the year ended Feb. 29, 2020. As of Nov. 26, 2022, the Company had $4.40 billion in total assets, $5.20 billion in total liabilities, and a total shareholders' deficit of $798.64 million. * * * As reported by the TCR on March 8, 2023, S&P Global Ratings raised its issuer credit rating on U.S.-based specialty retailer Bed Bath & Beyond Inc. (BBBY) to 'CCC-' from 'D'. S&P said, "BBBY's capital structure remains unsustainable, in our view, due to its heavy debt load, wide operating losses, and sustained cash flow deficits." As reported by the TCR on Nov. 28, 2022, Moody's Investors Service retained Bed Bath's corporate family rating at Ca and the outlook remains stable. According to Moody's, Bed Bath & Beyond's Ca corporate family rating reflects the very high likelihood of further defaults over the next 12 months. BIOLASE INC: Incurs $28.6 Million Net Loss in 2022 -------------------------------------------------- Biolase, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $28.63 million on $48.46 million of net revenue for the year ended Dec. 31, 2022, compared to a net loss of $16.16 million on $39.19 million of net revenue for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $38.18 million in total assets, $33.30 million in total liabilities, and $4.89 million in total stockholders' equity. Costa Mesa, California-based BDO USA, LLP, the Company's auditor since 2005, issued a "going concern" qualification in its report dated March 28, 2023, citing that the Company has suffered recurring losses from operations and has had negative cash flows from operations for each of the three years ended Dec. 31, 2022. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management Commentary "The rising demand for our industry-leading lasers, which is being driven by the execution of our growth strategy, enabled us to achieve our business objectives for 2022 while positioning us for continued success in 2023," commented John Beaver, president and chief executive officer. "We reported revenue growth of 24% year over year, primarily from U.S. laser sales increasing 39% year over year and U.S. consumable sales growing 25% year over year. Our strong performance is being driven by the market's positive reaction to the Waterlase Exclusive Trial Program and the team's sales conversion rate of nearly 50%. This initiative, along with the emphasis on education and training for endodontists, periodontists, pediatric dentists, and dental hygienists, generated increased adoption of our laser technology in the U.S., with approximately 84% of our U.S. Waterlase sales in the year coming from new customers. "We expect much of the same in 2023 as we currently anticipate total revenue growth of at least 25%. Moreover, we expect our gross margins to improve significantly in 2023 due to increased sales volume and pricing increases, lower trunk fiber costs resulting from our recent acquisition, and other manufacturing cost savings. We believe all of this positions us to achieve positive adjusted EBITDA for the full year of 2023. "Our results and future expectations clearly demonstrate that we are moving the needle, and with less than 10% of the U.S. dental community currently using dental lasers, we are confident we can leverage the enhanced capabilities of our product and our successful sales and marketing initiatives, to drive further adoption and become the new standard of care." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000811240/000095017023010364/biol-20221231.htm About Biolase Biolase, Inc. -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems in dentistry and medicine. BIOLASE's products advance the practice of dentistry and medicine for patients and healthcare professionals. BIOLASE's proprietary laser products incorporate approximately 259 actively patented and 24 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. Biolase reported a net loss of $16.83 million for the year ended Dec. 31, 2020, a net loss of $17.85 million for the year ended Dec. 31, 2019, and a net loss of $21.52 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $42.86 million in total assets, $29.01 million in total liabilities, and $13.86 million in total stockholders' equity. BRIGHT MOUNTAIN: Incurs $8.1 Million Net Loss in 2022 ----------------------------------------------------- Bright Mountain Media, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $8.13 million on $19.58 million of revenue for the year ended Dec. 31, 2022, compared to a net loss of $12 million on $12.92 million of revenue for the year ended Dec. 31, 2021. For the three months ended Dec. 31, 2022, the Company reported a net loss of $2.32 million on $5.16 million of revenue compared to a net loss of $2.91 million on $4.28 million of revenue for the three months ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $29.20 million in total assets, $43.27 million in total liabilities, and a total stockholders' deficit of $14.07 million. East Brunswick, New Jersey-based WithumSmith+Brown, PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 28, 2023, 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. Management Commentary Matt Drinkwater, chief executive officer of the Company stated, "We are proud of the results in both the fourth quarter, and the fiscal year. We delivered exceptional organic growth while improving our efficiency. Our Publishing Division, led by our portfolio of category leading Mom focused websites (CafeMom, Mom.com, MamasLatinas, LittleThings), continued to attract and retain high value audiences, while brands and their agencies continued to partner with us to reach Moms, the predominant household purchase decision maker. We continue to launch important new programming, like Mom.com's Black Maternal Health initiative. As well, we forge into new formats and channels with our MamasLatinas podcast, Entre una cosa y la otra, and RealMomToks on TikTok. And importantly, we are leveraging automation to extend and expand the value of our existing content library by adapting them onto new distribution channels and into new formats, like stories." "In addition, we made significant strides developing our Technology Division. We experienced strong revenue growth while gross margin remained stable. Our targeted product investments continue to drive significant value, expanding our capability to offer new, burgeoning formats like CTV and Audio. In addition, we continue to add the features and processing speed to our platform(s) that both buyers and sellers are demanding from modern ad tech." Looking ahead, Drinkwater sees both challenges and opportunities. He stated, "I expect a challenging first half of 2023. Advertisers are gauging consumer sentiment and deciding how to place their bets. No brand can afford to hide during challenging times, but it does slow down the planning cycle. Brands are more deliberate." "I remain confident in our model of a diversified digital media holding company. We have new products in late-stage development that will allow us to expand gross margin in both our Publishing and Technology Divisions. We have the talent and partnerships in place and will be making announcements shortly." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1568385/000162828023009609/bmtm-20221231.htm About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- www.brightmountainmedia.com -- is engaged in operating a proprietary, end-to-end digital media and advertising services platform designed to connect brand advertisers with demographically-targeted consumers -- both large audiences and more granular segments -- across digital, social and connected television publishing formats. The Company defines "end-to-end" as its process for taking ad buying from beginning to end, delivering a complete functional solution, usually without requiring any involvement from a third party. BUKACEK FITNESS: MMK Studios Buys All Assets in Omaha for $75K -------------------------------------------------------------- Bukacek Fitness, Inc., asks the U.S. Bankruptcy Court for the District of Nebraska to approve the private sale of all or substantially all of its assets located at 16920 Wright Plaza, Suite 126, in Omaha, Nebraska 68130, to MMK Studios, LLC, for $75,000, free and clear of all Interests. On Feb. 23, 2023, the Debtor filed a motion to sell all or substantially all its assets by way of public liquidation auction. On March 10, 2023, Simmons Bank filed and objection to the Sale Motion, which was subsequently resolved by the Debtor. On March 16, 2023, the Court entered a text order granting the Sale Motion. Since the Sale Motion was granted, the Debtor has begun, but not concluded, its liquidation sale. While this auction was pending, a group of the Debtor's members formed a venture and submitted an offer to buy its assets as a going concern. This would include taking an assignment of the Debtor's franchise agreements and its property lease. Discussions with the Debtor's lenders are ongoing, but the Debtor has decided to pause the liquidation sale and pursue the sale of its assets by way of private sale as a going concern purchase agreement. On Feb. 6, 2023, the Debtor filed a plan of liquidation. On March 10, 2023, Simmons Bank filed and objection to the Plan. On March 15, 2023, the Debtor withdrew its Plan with the intent to refile a new plan that addressed the recently filed claim of Simmons. The proceeds realized from any sale of assets will be used to first reduce the Debtor's secured creditors. At this time, and until a sale occurs, the Debtor cannot reasonably state or describe the extent to which the proceeds of the Sale will be used to benefit each class of creditors in the Chapter 11 Case, other than to submit that a reduction in secured debts leaves open the possibility of distributions to priority and unsecured creditors. In addition, the assignment of its franchise agreements and property lease will effectively eliminate any unsecured or administrative expense claims from Spenga and the Debtor's landlord. The extent of the Debtor's liabilities can be briefly described as follows: Type Amount Basis Secured Creditors $440,000 Claims Priority Creditors $20,000 Scheduled/Claims/Estimates Unsecured Secured $30,000 Scheduled/Claims As this is a sale of all or substantially all the Debtor's Assets, there are unlikely to be any assets remaining of any appreciable value following the Sale proposed, other than the proceeds of the Sale and possible causes of action under Chapter 5 of Title 11 of the Bankruptcy Code. The Debtor can project that there will be costs and other administrative expense claims associated with the sale of the Assets, but specific amounts are not available at this time. The Debtor cannot reasonably determine, at this time, the amount of taxable income it may realize from the Sale. However, it is possible that it will incur taxable income as a result of the Sale. The Debtor will provide adequate notice of the hearing on the Motion by providing the Sale Notice to the Sale Notice Parties. To permit the Sale to proceed as expeditiously as possible and to avoid further degradation or loss of value to the Assets, good cause exists to waive the 14-day stay provided in Rule 6004(h). A copy of the APA is available at https://tinyurl.com/596a74x3 from PacerMonitor.com free of charge. The Purchaser: MMK STUDIOS, LLC Attn: Allison Mancuso 13525 Valley Street Omaha, NE 68144 - and - HILGERS, GRABEN PLLC Attn: Michael Kuzma, Esq. 1320 Lincoln Mall, Suite 200 Lincoln, NE 68508 About Bukacek Fitness Bukacek Fitness Inc. owns and operates, as a franchisee, a SPENGA gym, a portmanteau for Spin + Strength + Yoga. Spenga is a boutique group class-based gym that combines multiple disciplines in every work out including spinning bikes, weight training, and yoga led by highly trained instructors. Bukacek Fitness Inc. sought bankruptcy protection under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No. 22-80333) on May 1, 2022. In the petition filed by Blake Bukacek, Bukacek Fitness estimated assets between 100,000 and $500,000 and estimated liabilities between $500,000 and $1 million. Patrick Raymond Turner, of Turner Legal Group, LLC, is the Debtor's counsel. BUTLER, PA: S&P Ups 2015B GO Bond Rating to 'BB', Outlook Stable ---------------------------------------------------------------- S&P Global Ratings raised its underlying rating on Butler, Pa.'s series 2015B general obligation (GO) bonds three notches to 'BB' from 'B'. The outlook is stable. "The upgrade reflects our views of the city's recently improved reserves and liquidity, which, in our view, reduces Butler's exposure to any potential near-term economic disruptions," said S&P Global Ratings credit analyst Moreen Skyers-Gibbs. A pledge of the city's full faith, credit, and taxing power, including unlimited ad valorem property taxes, secures the GO bonds. Over the past three years, aided by grants and American Rescue Plan Act (ARPA) funds, Butler's reserves and liquidity not only strengthened but also have been consistently maintained. The receipt of over $1 million in ARPA funds allowed the city to offset wage and salary cost and marginal revenue loss. Based on 2022 (Dec. 31) unaudited results, general fund reserves and available cash stood at $729,000, up 10% since 2019, and up 300% from 2016 when cash was at its lowest--$183,000. With such previously low cash, the city did not have the ability or the willingness to make debt payments it had guaranteed on a $2 million line of credit for the Butler Redevelopment Authority (had the city been asked). While it was previously unwilling to make payments on its guaranteed debt and demonstrated a lack of oversight, the debt is no longer outstanding, and it did not have to act on the guaranty. Over $100,000 in ARPA funds remain and are expected to provide near-term budgetary cushion. They could be used to avoid significant financial deterioration (as in prior years). Improved reserves and liquidity underpin our assessment of a notable improvement in credit quality and contributed to the upgrade. If the city is unable to sustain its balanced operations, its improved liquidity position could be short-lived, and as a result, the rating could weaken if things change. The 2023 budget does not include the use of reserves and expenditures are up only 1% in the year-over-year budget. The city's ability to maintain positive operating results is critical since the budget can be volatile given Butler's limited revenue-raising flexibility. Our view of flexibility is informed by the challenges Butler faces to maintain balanced operations, which are compounded by a weak economy and stagnant tax base, which reduces the ability to cut spending, and increases reliance on parking revenues to cover debt service payments on its 2015B bonds. "Butler's ongoing reliance on cash-flow borrowing and its lack of institutionalized policies and practices in key areas we consider supportive of credit quality limit the rating and we believe that these factors will continue to constrain the rating," added Ms. Skyers-Gibbs. Butler's demonstrated ability to meet its operations, pension, and debt obligations, and access external liquidity has not been impaired despite and during a period of significantly weak liquidity. S&P said, "In our opinion, the city's social risks are above those of the sector due to its declining population and below-average property wealth, as well as its limited capacity to raise property taxes for operations since it has reached its 30-mill maximum. We believe these challenges may lead to an inability to achieve and maintain budgetary balance. In our view, governance risks are also above those of the sector, represented by the city's weak fiscal management practice, its previous demonstrated unwillingness to support a debt obligation, and its lack of formalized policies that could lead to an inability to mitigate financial and economic uncertainty. Finally, we view its environmental risks as credit neutral within our rating analysis." CAMP DAVID: Campground in Biloxi, MS, Files Subchapter V Case ------------------------------------------------------------- Camp David LLC filed for chapter 11 protection in the Southern District of Mississippi. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. According to www.campdavidbiloxi.com, Camp David runs an RV river resort at 12001 Cedar Lake Rd., Biloxi, MS 39532. The campground's amenities include 1,000GB of continuous Wi-Fi data, cable TV connection, 20/30/50 amp connections, complimentary kayaks, grill area, private beach, and paved and landscaped Spaces. According to court filings, Camp David estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. About Camp David Camp David LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-50402) on March 23, 2023. In the petition filed by Mark Parish as manager, the Debtor reported assets and liabilities between $1 million and $10 million. Robert A. Byrd has been appointed as Subchapter V trustee. The Debtor is represented by: Patrick A. Sheehan, Esq. 12001 Cedar Lake Rd. Biloxi, MS 39532-8445 Tel: 228-875-0572 Email: Pat@sheehanramsey.com CASA CBW: Seeks Approval to Hire a Certified Public Accountant -------------------------------------------------------------- Casa CBW, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Anthony Cereghini, a certified public accountant serving Phoenix, Arizona and the surrounding communities. Mr. Cereghini will review the Debtor's finances and preparation of financial statements, the preparation of tax returns for Debtor and advice with respect to tax matters, and other accounting services related to the day-to-day operation of Debtor's business. Mr. Cereghini will charge $200/month for general bookkeeping. Additional services are billed at $100 per hour. Mr. Cereghini assured the court that he does not represent an interest adverse to the estate and is a disinterested person as that term is defined by 11 U.S.C. Sec. 101(14) and 11 U.S.C. Sec. 1195. Mr. Cereghini can be reached at: Anthony L. Cereghini, CPA 1714 W Bell Rd Phoenix, AZ 85023 Phone: 602-888-0777 About Casa CBW Casa CBW, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-00711) on Feb. 6, 2023, with up to $100,000 in assets and up to $1 million in liabilities. Jody Corrales has been appointed as Subchapter V trustee. Judge Scott H. Gan oversees the case. German Yusufov, Esq., at Yusufov Law Firm, PLLC, represents the Debtor as legal counsel. CBC RESTAURANT: Hearing Today on Continued Cash Collateral Access ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will hold a hearing today, April 4, to consider the request of CBC Restaurant Corp. and its debtor-affiliates for continued access to cash collateral. The Court issued an interim order dated March 29 authorizing the Debtors' use of cash collateral in accordance with the budget, with a 15% variance. The Debtors have an immediate and critical need to continue using cash collateral in order to permit, among other things, the orderly continuation of the operation of their organization; maintain business relationships with vendors, suppliers, and customers; make payroll, and satisfy other working capital and operational needs. As previously reported by the Troubled Company Reporter, the Debtors' prepetition lenders extended credit facilities in an aggregate amount not to exceed $177.5 million pursuant to the Credit and Guaranty Agreement, dated as of November 10, 2017 by and among CBC Restaurant Corp., a Delaware corporation, Corner Bakery Holding Company, a Delaware corporation, and certain subsidiaries of the Company, as Guarantors, the Lenders party thereto from time to time and SSCP Restaurant Investors, LLC as the successor by assignment from Goldman Sachs Specialty Lending Group, L.P., as Administrative Agent and Collateral Agent. These facilities consisted of: $155.0 million aggregate amount of Tranche A Term Loans; and $22.5 million aggregate principal amount of Revolving Commitments, subject to a $9.5 million sublimit for Revolving Loans and a $13 million sublimit for Letters of Credit. Certain Credit Parties also entered into a Pledge and Security Agreement dated as of November 10, 2017, as amended or otherwise modified from time to time, including the Pledge Supplement dated September 30, 2019, and a Trademark Security Agreement, also dated as of November 10, 2017, granted in connection with the Credit Facility. As of the Petition Date, the amount allegedly due under the Credit Agreement -- and disputed by the Debtors -- is approximately $33.8 million. SSCP asserts that pursuant to the Prepetition Agreements, as of the Petition Date, the Credit Parties owed SSCP not less than $42.5 million. SSCP further asserts that certain monetary and non-monetary defaults existed as of the Petition Date pursuant to the Prepetition Agreements, which had not been cured as of the Petition Date. As adequate protection, SSCP is granted replacement liens and security interests in an amount not to exceed the Debtors' Cash Collateral Usage in all accounts and inventory acquired by the Debtors after the Petition Date. The Adequate Protection Liens will be valid, perfected, enforceable and effective against the Debtors, their successors and assigns, including any trustee or receiver in this or any superseding chapter 7 case, without any further action by the Debtors or SSCP and without the execution, delivery, filing or recordation of any promissory notes, financing statements, security agreements or other documents. These events constitute an "Event of Default": a. Any material failure to comply with the terms of the Interim Order; b. If a final interim order granting the continued use of SSCP's cash collateral by the Debtors or approving postpetition financing is not approved by the Court and entered on or before April 4, 2023 or such later date as is agreed to in writing by the Debtors and SSCP; c. If any attempt by any Debtor to seek approval for postpetition financing to be provided by any party other than SSCP that does not provide for the immediate and indefeasible satisfaction of any and all outstanding Adequate Protection Payments owed to SSCP or any administrative expense claims of SSCP related to the Cash Collateral Usage; d. If any representation made by the Debtors after the commencement of the Chapter 11 case in any report or financial statement delivered to SSCP proves to have been false or misleading in any material respect as of the time when made or given; e. If a trustee or examiner, with authority to affect the operation of the business of the Debtors (or any of them) is appointed in the chapter 11 proceedings without the consent of SSCP; f. The grant of any security interest, lien, or encumbrance (excluding any Prior Liens) in any of the Collateral which is pari passu with or senior to the liens, security interests, or claims of SSCP (including, without limitation, the Adequate Protection Liens), including, without limitation, any surcharge of the Collateral, unless SSCP agrees in writing that such security interest, lien, encumbrance, or surcharge does not constitute an Event of Default; g. If any Debtor attempts to vacate or modify the Interim Cash Collateral Orders over the objection of SSCP; h. If any order modifying, reversing, revoking, staying, rescinding, vacating, or amending the Interim Cash Collateral Orders without the consent of SSCP is entered; i. If an order pursuant to USC section 363 approving the sale of any Collateral without the consent of SSCP is entered; j. The failure of the Debtors to timely pay any and all Adequate Protection Fees and Expenses authorized or required in the Interim Cash Collateral Orders; k. Except for the reasonable and necessary sale of inventory and supplies and the collection of accounts receivable in the ordinary course of the Debtors' businesses and as may be provided for in the Budget and consistent with the terms thereof, the sale, transfer, lease, or disposition of, or the imposition of any encumbrance on, any of the Collateral or the Cash Collateral, without the prior written consent of SSCP; l. If the bankruptcy cases of the Debtors (or any of them) are converted to a case under chapter 7 without the consent of SSCP; m. If the bankruptcy cases of the Debtors (or any of them) are dismissed without the consent of SSCP; or n. If any of the Debtors file any pleading or commence any action against SSCP challenging the validity or enforceability of SSCP's pre-petition liens or claims, or seeking to avoid, disallow, subordinate or recharacterize any claim, lien or interest held by SSCP. A copy of the order is available at https://bit.ly/3Kpltjw from PacerMonitor.com. A copy of the budget is available at https://bit.ly/3nCHD8Y from PacerMonitor.com. The Debtor projects $2,327,000 in total cash receipts and $2,480,000 in total operating disbursements for one week. About CBC Restaurant Corp. CBC Restaurant Corp. and its affiliates operate and franchise quick-casual eateries under the name Corner Bakery Cafe. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10245) on February 22, 2023. In the petition signed by Jignesh Pandya, CEO and COO, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Karen B. Owens oversees the case. The Debtors tapped Mette H. Kurth, Esq., at Culhane Meadows PLLC as legal counsel, Hilco Trading LLC d/b/a Hilco Global as financial advisor and investment banker, and Kurtzman Carson Consultants LLC as notice, claims, balloting agent, and administrative advisor. SSCP Restaurant Investors, LLC, the Debtor's prepetition lender, may be reached through Ken Schwab. Counsel to SSCP is Foley & Lardner LLP and Ashby & Geddes, P.A. Counsel for the Official Committee of Unsecured Creditors are Jason Torf, Esq., at Tucker Ellis; and Christopher Samis, Esq., at Potter Anderson. CEDIPROF INC: Exclusivity Period Extended to May 4 -------------------------------------------------- Judge Maria De Los Angeles Gonzalez of the U.S. Bankruptcy Court for the District of Puerto Rico extended Cediprof, Inc.'s exclusivity period to file the disclosure statement and plan to May 4, 2023. The judge also extended the period to solicit acceptances for a term of 60 days after the order approving the disclosure statement is entered, but not to exceed 20 months from the petition date. About Cediprof Inc. Cediprof, Inc. is a company in Caguas, P.R., which develops, manufactures, supplies and distributes finished dosage forms of pharmaceutical products. Cediprof filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-03198) on Nov. 4, 2022, with $10 million to $50 million in both assets and liabilities. Carmen D. Conde Torres, Esq., at the Law Offices of C. Conde & Assoc. and RSM Puerto Rico as legal counsel and accountant, respectively. CENTEX REI: Case Summary & Seven Unsecured Creditors ---------------------------------------------------- Debtor: Centex REI LLC 13303 Wind Ridge Helotes TX 78023 Chapter 11 Petition Date: April 3, 2023 Court: United States Bankruptcy Court Western District of Texas Case No.: 23-50371 Judge: Hon. Michael M. Parker Debtor's Counsel: Morris E. "Trey" White III, Esq. VILLA & WHITE LLP 1100 N.W. Loop 410 Ste. 802 San Antonio TX 78213 Tel: (210) 225-4500 Fax: (210) 212-4649 Email: treywhite@villawhite.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Manuel Garcia as member. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/L5BFXSA/Centex_REI_LLC__txwbke-23-50371__0001.0.pdf?mcid=tGE4TAMA CHARLES DEWEESE: Trustee Sells Road Signs to Reynolds for $25K -------------------------------------------------------------- Mark Little, the chapter 7 trustee for the bankruptcy estate of Charles Deweese Construction, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to sell four message boards, five arrow boards, and all traffic control devices (cones, barrels, signage, etc.) currently located at 1960 Industrial ByPass North in Franklin, Kentucky, to Reynolds Sealing and Striping, Inc., for $25,000, free and clear of liens, claims, and encumbrances. The Trustee is in the process of liquidating the Debtor's bankruptcy estate, investigating potential causes of action, and winding down its affairs. To date, he has already sold real estate located at 964 Plano Rich Pond Road, Plano, Warren County, Kentucky for $1,108,391 and an asphalt plant and related assets for an additional $6.15 million. The Trustee has also issued over a dozen subpoenas for the production of documents under the Bankruptcy Rule 2004 and is otherwise investigating potential causes of action. Now, the Trustee seeks to sell certain Road Signs to Reynolds on an expedited basis. He believes that the price of the Road Signs is reasonable, and Reynolds has expressed the need to acquire the Road Signs quickly for its own construction projects as the weather improves. The Trustee believes that the $25,000 purchase price is reasonable, especially considering that he will not operate the business and use the Road Signs and no other party has inquired regarding them. These Road Signs are not the type of real estate, heavy equipment, or vehicles which he might otherwise engage an auctioneer to sell. Finally, a sale of the Road Signs is appropriate under section 363(f) of the Bankruptcy Code as the Debtor's primary secured creditor Franklin Bank & Trust Co. consents to the sale and the Trustee will hold the proceeds of the sale aside to satisfy any liens of Franklin. A copy of the Offer Letter is available at https://tinyurl.com/f6y7de82 from PacerMonitor.com free of charge. About Charles Deweese Construction Charles Deweese Construction -- https://www.charlesdeweeseconstruction.com/ -- is a construction and engineering company that provides clients with quality projects on time and within budget. Charles Deweese Construction, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 22-10355) on July 1, 2022. In the petition filed by Charles Weldon Deweese, as president, the Debtor reports estimated assets and liabilities between $50 million and $100 million. Judge Joan A. Lloyd oversees the case. Tyler R. Yeager, Esq., at Kaplan Johnson Abate & Bird, LLP, is the Debtor's counsel. CHICAGO BOARD OF EDUCATION: S&P Raises Long-Term ICR to 'BB+' ------------------------------------------------------------- S&P Global Ratings raised its long-term rating to 'BB+' from 'BB' on the Chicago Board of Education's existing general obligation and alternate revenue source bonds. The outlook is stable. "The rating upgrade reflects our view of the board's materially strengthened reserves, supported by consecutive operating surpluses, which are expected to be sustained at levels that we view as strong in the next couple of years," said S&P Global Ratings credit analyst Ying Huang. "It also reflects our view of the board's improved liquidity position and reduced reliance on short-term borrowing for cash flow purpose, if excluding the effect of property tax delays." The stable outlook reflects S&P's view of the board's consistent operating surpluses and strong reserves in recent years that are expected to be sustained during the outlook period. Although unlikely given the current rating, should management not control expenditures after securing new recurring revenue streams or lose focus on future structural alignment as federal stimulus funds wane, resulting in recurrence of operating deficits and weakened reserve and liquidity positions, the rating could be pressured, and at best, upward rating movement would be limited. S&P said, "A higher rating is unlikely during the outlook period given the upgrade and the board's still weak liquidity position. However, we could consider a positive rating action over time if the board sustains a structurally balanced budget, a positive fund balance trajectory, and continued liquidity improvements, with a reduced amount of tax anticipation notes (TANs) outstanding and negative cash flow across fewer months, in a post-federal stimulus environment. We would also view successful navigation of the potential Chicago Teachers' Union contract renewal in 2024 and the transition of board governance structure without material impacts on the district's operations favorably. Given the dependence on Illinois, upward rating potential is also predicated on the state, at minimum, funding the evidence-based funding base and not making substantial cuts, although we view cuts as currently unlikely. We expect that the board's high fixed costs and large unfunded pension liabilities will continue to be constraining credit factors but will not necessarily prevent upward potential at the current rating." Including rated and unrated bonds, the board has approximately $9.9 billion in direct debt outstanding as of fiscal year-end 2022 (including $1.4 billion capital improvement tax bonds secured by a dedicated tax levy, $102 million of lease liability, and $663 million accretion of capital appreciation bonds, excluding TANs). CHRISTOPHER A. LANE: Linden Buying Harrison and Calhoun Properties ------------------------------------------------------------------ Christopher A. Lane asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to approve the sale of the following two parcels of real property to Linden Avenue, LLC, or the Successful Bidder, as the case may be: i. Real property interests owned by the Debtor situated in Coal County, Harrison County, West Virginia, as more particularly described in the Purchase Agreement for $300,000; and ii. Real property interests owned by the Debtor situated in Lee District, Calhoun County, West Virginia, as more particularly described in the Purchase Agreement for $200,000. The following Respondents may hold liens, claims, and/or encumbrances against the Assets: i. Norman Lane c/o David Jecklin Lewis Gianola, PLLC 1714 Mileground Morgantown, WV 26505 ii. Calhoun County 363 Main St #206 Grantsville, WV 26147 iii. Harrison County 301 W. Main Street Clarksburg, WV 26301 Currently pending in the Western District of Pennsylvania is the Debtor's affiliated Chapter 11 Bankruptcy Case filed by RLI Solutions Co. at case number 22-21375. The Debtor is the sole equity owner of RLI. The Debtor lists the Harrison County Property as included in Schedule 1.3 Wilsonburg Development Land which entire value for the premises is listed at $850,000. He lists the Calhoun County Property as included in Schedule 1.1 Route 33 which entire value for the premises is listed at $650,000. The Debtor believes in his business judgment that the offer from the Purchaser will provide the best recovery to the estate and thus, requests approval of entered into purchase and sale agreements with the Purchaser to sell the parcels of Real Property, including any rights related thereto derived therefrom. The Purchase and Sale Agreements provide for the sale of the Real Property free and clear of all liens. Norman Lane has asserted liens on the parcels of Real Property by virtue of those Deeds of Trust and Security Agreements dated Jan. 29, 2022. Norman Lane is the Debtor's uncle. The Debtor disputes the validity of the liens asserted by Norman Lane and a Complaint to avoid the liens on the Real Property has been filed. The Debtor believes these security interests may be avoidable as the transfers of the Real Property from him to Norman Lane were made pursuant to that certain Stock Purchase Agreement by and between Norman Lane and him within one year prior to the Petition Date. Norman Lane is an insider of the Debtor. The Debtor was insolvent at the time of the transfers and/or the transfers enabled Norman to receive more than he would have received in a liquidation. Accordingly, the Debtor proposes to hold the sale proceeds as applicable in escrow until further order by the Court. The Real Property is being sold together subject to the terms of the applicable Purchase and Sale Agreements. The Purchase Price attributed to the Calhoun County Property is $200,000, less earnest money deposit received, will be paid to the Debtor within 10 days after the sale has Closed; and the Purchase Price attributed to the Harrison County Property is $300,000, less earnest money deposit received, will be paid to the Debtor within 10 days after the sale has Closed. The Agreements also provide for RLI's right of first refusal to a proposed construction contract on the Real Property, which has substantial benefit for RLI and consequently, the Debtor's Estate. The sale to Purchaser is contingent upon Bankruptcy Court approval. The Agreements provides for a combined $20,000 earnest money deposit for the Real Property. Upset bids must be in writing and delivered to the Debtor's counsel, Lara S. Martin, Bernstein-Burkley, P.C., 601 Grant Street, 9th Floor, Pittsburgh, PA 15219, lmartin@bernsteinlaw.com, and set forth the name of the party making the upset bid and set forth terms of the upset bid, to be received at least five calendar days prior to the sale hearing. Additionally, upset bids must be for at least $550,000, in increments of $10,000 thereafter, and will be accompanied by an executed purchase agreements redlined to show changes from the Agreements, and a certified check in the amount of $20,000 payable to Lara S. Martin, and delivered to the Debtor's counsel by the upset bid deadline, representing an earnest money down payment. Any party submitting an upset bid must confirm in writing that such party agrees to be bound by the terms of its bid and serve as a back-up bidder until such as any other successful bidder closes. The Purchaser will receive a combined breakup fee of $10,000 from the sale proceeds of the Real Property only if the Bankruptcy Court approves a sale of the Property to a different purchaser and the Purchaser has complied with the terms of the Purchase Agreement. If the Debtor receives an upset bid, the Debtor will file a notice of upset bid with the Court and an auction will be conducted by him during an adjournment of the sale hearing. Only the original Purchaser, and individuals or entities that file timely upset bids will have an opportunity to bid at the auction. The opening bid at the auction will be for no less than $10,000 more than the highest upset bid received prior to the upset bid deadline. Successive bids will be in increments of $10,000. Authorized representatives must be present to bid at the auction. The Debtor will be filing a Motion for Entry of an Order Approving (I) Bidding Procedures for the Sale of Property of the Estate Pursuant to 11 U.S.C. Section 363, and (II) Form and Manner of Sale Notice, subsequently. Closing will be completed in accordance with the terms of the Court approved Purchase and Sale Agreements or on a date on or before 10 days after entry of an order by the Bankruptcy Court authorizing sale of the Real Property to the ultimate Purchaser, free of all Claims, Liens and Encumbrances, Interests, liabilities, of every kind and nature, with all Claims, Liens and Encumbrances, and Interests, attaching to the proceeds of sale, whichever date is later. If the highest bidder does not close, the Debtor seeks authority to sell the Real Property to the next highest bidder for the amount so bid. To the extent a back-up bidder fails to close, such party will forfeit its earnest money deposit. The sale is contingent upon the Debtor having the right and power and ability to sell and transfer the Real Property, the Defendant holding good title to the real estate assigned thereto, and no further encumbrances against the real estate, other than accrued real estate taxes and other than encumbrances as existed on the Petition Date. All due diligence regarding good title and encumbrances will be completed prior to the Sale Hearing unless otherwise provided for in the Winning Bid. The Sale will be subject to and in accordance with the Bidding Procedures set forth in the Bid Procedures Motion. The Debtor believes that the proposed Sale process is fair and reasonable, and acceptance and approval of the same is in the best interests of his estate. Within 14 days of the closing, the Debtor will file a Report of Sale. A copy of the Purchase Agreement is available at https://tinyurl.com/yc2bvdev from PacerMonitor.com free of charge. The Purchaser: LINDEN AVENUE, LLC c/o Bruce H. Shultz 420 Stoneshire Loop Pataskala, OH 43026 Christopher A. Lane sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 22-21432) on July 24, 2022. The Debtor tapped Kirk Burkley, Esq., as counsel. CHRISTOPHER A. LANE: Sets Bid Procedures for Two Real Properties ---------------------------------------------------------------- Christopher A. Lane asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to approve the bidding procedures in connection with the sale of the following two parcels of real property to Linden Avenue, LLC, or the Successful Bidder, as the case may be: i. Real property interests owned by the Debtor situated in Coal County, Harrison County, West Virginia, as more particularly described in the Purchase Agreement for $300,000; and ii. Real property interests owned by the Debtor situated in Lee District, Calhoun County, West Virginia, as more particularly described in the Purchase Agreement for $200,000. On March 22, 2023, the Debtor filed its Motion for Entry of an Order (I) Approving Sale of Certain Real Property Free and Clear of Liens, Claims and Encumbrances and (II) Granting Related Relief, pursuant to which the Debtor seeks approval to sell certain Real Property. The primary terms of the Sale Motion, subject to the Court's approval, are as follows: (a) a combined Purchase Price for the Real Property of $500,000, and (b) the Right of First Refusal for RLI Solutions Co. on a proposed construction project on the Real Property. The Stalking Horse Bidder has offered to purchase the Real Property for $500,000 pursuant to those certain Purchase and Sale Agreements. However, in order to maximize the value of the Real Property for the benefit of the estate and its creditors, the Debtor proposes to hold an auction, if there is a Qualified Bid. If the Bid Procedures Motion is approved, the Bidding Procedures set forth therein will govern the Sale of the Real Property contemplated in the Motion to Sell. The salient terms of the Bidding Procedures are: a. Bid Deadline: b. Minimum Bid: $550,000 plus the applicable Break-Up Fee at the time of the Auction c. Deposit: $20,000 d. Auction: An auction will be conducted at the Sale Hearing for Qualified Bidders. e. Bid Increments: $10,000 f. Break-up Fee: $10,000 The Debtor reserves its rights to modify these Bidding Procedures in his reasonable business judgment, in any manner that will best promote the goals of the bidding process, or impose, at or prior to the Auction, additional customary terms and conditions on the Sale of the Real Property. The Debtor requests that the notice of Sale Motion, the Sale Notice, the Bid Procedures Motion, and the Bid Procedures Order be deemed adequate and sufficient. The Debtor reserves its rights to modify these Bidding Procedures in his reasonable business judgment, in any manner that will best promote the goals of the bidding process, or impose, at or prior to the Auction, additional customary terms and conditions on the Sale of the Real Property. A copy of the PSAs is available at https://tinyurl.com/mvxkraze from PacerMonitor.com free of charge. Christopher A. Lane sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 22-21432) on July 24, 2022. The Debtor tapped Kirk Burkley, Esq., as counsel. CODIAK BIOSCIENCES: April 5 Deadline Set for Panel Questionnaires ----------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Codiak BioSciences, Inc. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/3MetlFS and return by email it to Timothy Fox -- Timothy.Fox@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on April 5, 2023. 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 Codiak BioSciences, Inc. Codiak BioSciences, Inc. is a clinical-stage biopharmaceutical company focused on pioneering the development of exosome-based therapeutics, a new class of medicines with the potential to transform the treatment of a wide spectrum of diseases with high unmet medical need. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10350) on March 27, 2023. In the petition signed by Paul Huygens, as chief restructuring officer, the Debtor disclosed $106,167,706 in assets and $85,374,781 in liabilities. The Debtor tapped Ryan M. Bartley, Esq., at Young Conaway Stargatt & Taylor, LLP as legal counsel, Stretto, Inc. as claims, noticing agent and administrative advisor, and Province, LLC as restructuring advisor. COLUMBIA ASTHMA: Court OKs Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized Columbia Asthma & Allergy Clinic I, PC to use cash collateral on an emergency basis. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to pay the necessary payroll, payroll taxes, other necessary business expenses and professional fees. The Debtor's secured creditors are ASD Speciality Healthcare, LLC, Avery Mills Square, LP, Avion Funding, Cardinal Health 108 LLC, Itria Ventures, LLC, JP Morgan Chase Bank, N.A., LG Funding LLC, Medpharm Services, LLC, and the U.S. Small Business Administration. The Debtor's loan with ASD Specialty Healthcare, LLC, dba Besse Medical, is in first position. The ASD Loan is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with the California Secretary of State on April 2019, Filing No. 19-770824981. Pursuant to the terms of the loan with ASD, the Debtor owes about $292,248. Based on the valuation of the Debtor's assets and secured claims, which shows the assets valued at roughly $370,724, ASD's claim is secured up to the value of the collateral. As such, the Debtor proposes to start making adequate protection payments to ASD in the amount of $4,870 effective March 1, 2023, after obtaining the Court's order on the Debtor's cash collateral motion. The Debtor's loan with Cardinal Health 108 LLC is in second position. Cardinal is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of State on March 12, 2020, Filing No. 20-7767503138 owing abot $419,821. Since Cardinal is in the second position, and based on the valuation of the Debtor's assets are undersecured. Cardinal is partially unsecured. The Debtor is not proposing any adequate protection payments to Cardinal. The Debtor's loan with the JP Morgan Chase, N.A. is in third position. Chase is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of State on March 30, 2020, Filing No. 20-7766279329. The estimated balance owed to Chase as of the petition date is $1.859 million. Since Chase is in third position, and based on the valuation of the Debtor's assets is fully undersecured, the Debtor is not proposing any adequate protection payments to Chase. In fourth position, the Debtor has a loan with the the United States Small Business Association. The SBA is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of State Filing No.: 8918687805. The balance owed to the SBA as of the petition date is $164,810. Since the SBA is in fourth position, and based on the valuation of the Debtor's assets is fully undersecured, the Debtor is not proposing any adequate protection payments to the SBA. In fifth position, the Debtor has a loan with the Itria Ventures, LLC. Itria is secured by Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of State Filing Nos.: 220191735727 and 220160475626. The balance owed to Itria as of the petition date is $541,800. Since Itria is in fifth position, and based on the valuation of the Debtor's assets is fully undersecured, the Debtor is not proposing any adequate protection payments to Itria. In sixth position is Avery Mills Square, which filed a Notice of Judgment Lien with the California Secretary of State on July 20, 2022, Filing No.: 220212036012 for $63,123. Since Avery is in sixth position, and based on the valuation of the Debtor's assets is fully undersecured. The Debtor is not proposing any adequate protection payments to Avery. The Debtor's loan with the Avion Funding is in seventh position. Avion is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of State. The balance owed to Avion as of the petition date is $280,000. Since Itria is in seventh position, and based on the valuation of the Debtor's assets is fully undersecured. The Debtor is not proposing any adequate protection payments to Avion. In eighth position, the Debtor has a loan with MedPharm Services, LLC. MedPharm is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of Slate on September 26, 2022, Filing No.: 220229844034 for $500,000. The balance owed to MedPharm as of the petition date is $500,000. Since MedPharm is in eighth position, and based on the valuation of the Debtor's assets is fully undersecured, the Debtor is not proposing any adequate protection payments to MedPharm. In ninth position, the Debtor has a loan with LG Funding, LLC, which is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of State. The balance owed to LG as of the petition date is $207,000. Since LG is in ninth position, and based on the valuation of the Debtor's assets is fully undersecured. The Debtor is not proposing any adequate protection payments to LG. A copy of the order is available at https://bit.ly/3ZrcBxP from PacerMonitor.com. About Columbia Asthma & Allergy Clinic I, PC Columbia Asthma & Allergy Clinic I, PC provides customized approaches to treating asthma and allergy, including desentization treatments for shrimp and nut allergies. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10579) on February 1, 2023. In the petition signed by Sanjeev Jain, MD, chief executive officer, the Debtor disclosed $370,723 in assets and $6,903,223 in liabilities. Judge Vincent P. Zurzolo oversees the case. The Law Offices of Michael Jay Berger is the Debtor's legal counsel. CONSTANT CONTACT: Fitch Affirms LongTerm IDR at 'B', Outlook Stable ------------------------------------------------------------------- Fitch Ratings has affirmed Constant Contact, Inc.'s Long-Term Issuer Default Rating (IDR) at 'B'. Fitch has also affirmed the secured revolving credit facility, the first-lien secured term loan, and the first-lien delayed draw term loan at 'BB-'/'RR2'. The second-lien secured term loan is affirmed at 'CCC+'/'RR6'. The Rating Outlook is Stable. Constant Contact's 'B' rating is supported by its stable recurring sales and strong cash generative qualities. The IDR also reflects the fragmented email marketing industry with several competing brands and products, and substantial exposure to the small to midsize business (SMB) market with greater volatility. In addition, as a private equity owned entity, financial leverage is likely to remain at elevated levels as shareholders prioritize ROE maximization, limiting debt reduction. KEY RATING DRIVERS Recurring Revenue and Strong Profitability: Substantially all of Constant Contact's revenues are recurring, providing some comfort about future revenue streams. The company has maintained stable subscribers while growing average revenue per subscriber (ARPS) from its installed base despite the relatively high churn in the SMB segment. Constant Contact has consistently demonstrated strong free flow characteristics with strong EBITDA and FCF margins. Elevated Leverage: Based on results seen in the first nine months of 2022, Fitch estimates Constant Contact's leverage to be approximately 6.6x at the end of 2022 which is higher than its prior estimate of just under 6.0x. With cost reductions and modest EBITDA growth, leverage may decline to fall just under 6.0x by the end of 2024 and longer term, margin expansion will be dependent on management's ability to optimize costs. Fitch projects deleveraging in the forecast horizon supported by the company's EBITDA growth. However, Constant Contact's private equity ownership would likely prioritize ROE through growth via debt funded acquisitions and dividend payments. SMB Exposure: Constant Contact offers products addressing the email marketing needs of SMB customers that have limited technical or marketing resources dedicated to launching, managing, and monitoring their online marketing campaigns. The SMB segment generally has high failure rates resulting in high subscriber churn. This results in the need for Constant Contact to maintain sales by replacing churned customers with new ones and growing ARPS. Exposure to SMB customers also results in exposure to the cyclical impact of economic cycles, which could potentially lead to cash flow volatility during periods of economic stress. Fragmented Industry: The SMB email marketing industry is fragmented, with over 200 market participants. Barriers to entry are low and incumbent market share is not protected. Switching costs are low, as it is not costly or complicated to switch marketing software vendors. Constant Contact is the #2 player in the market serving approximately 500,000 customers, with the market leader (Mailchimp) estimated to have over a third of market share among SMB email marketing companies. Beyond the top two competitors, no other peers command over 10% market share. Several companies offer a broad spectrum of solutions to customers with various needs, as well as competitors offering narrower point solutions to SMBs with limited scope. Market Position Facilitates Customer Acquisition: Over 50% of Constant Contact's customer acquisitions are direct-to-site and considered organic acquisitions. The company attributes the strong organic customer acquisition to its strong brand awareness and market position within the SMB segment. Fitch views the high organic customer acquisition as an important factor for profitable subscriber growth in the SMB segment and fragmented industry. Past Acquisitions: In August 2021, Constant Contact acquired SharpSpring for approximately $240 million in cash. It funded this acquisition with its $180 million delayed draw term loan, revolver borrowings and cash. SharpSpring expanded Constant Contact's offerings with the acquisition since SharpSpring specializes in customer relationship management (CRM) software. In April 2022, Constant Contact acquired Australian-based Vision6, an SMS and email marketing company, for $21.2 million, net of cash. This was a relatively small acquisition which expanded the company's international presence. Fitch believes the company may continue to be acquisitive in the forecast years. DERIVATION SUMMARY Constant Contact's 'B' Long-Term IDR reflects its strong market position as a software vendor in the fragmented SMB email marketing industry. The company provides SMBs the means to launch, analyze, and manage their own email marketing campaigns. Demand for email marketing is expected to grow as SMBs seek to maximize their reach to customers and continues to offer better ROI than other marketing channels. Constant Contact's operating profile is also strengthened by the high recurring nature of its revenues supported by the subscription model. Limitations to Constant Contact's rating include its SMB exposure that could result in revenue volatility during extended economic weakness. Fitch expects Constant Contact to maintain some level of financial leverage as a private equity owned company as equity owners optimize capital structure to maximize ROE. Constant Contact operated as the core of Endurance International's Digital Marketing segment. Following the spin-off transaction, Constant Contact will operate as a standalone company. Constant Contact's market position, revenue scale, SMB exposure, and leverage profile are consistent with the 'B' rating category. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Low single digit growth, driven by modest increases in ARPS; - Adjusted EBITDA margins in the high 30's in 2022 and remaining near that during the rating horizon; - Approximately $275 million spent on acquisitions to innovate the company's software offerings through 2026 largely funded with FCF; - To calculate interest expense, Fitch assumes that the average floating rate in 2023 and each of the following years is as follows: 4.5%, 4.0%, 3.5% and 3.5%; - Mid-single digit capex intensity; - No assumptions are made for dividends to the sponsor. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that Constant Contact, Inc. would be reorganized as a going concern in bankruptcy rather than liquidated. A 10% administrative claim is assumed. Going Concern (GC) Approach: Constant Contact's GC EBITDA is assumed to be $150 million, unchanged from the prior rating recovery analysis. Fitch assumes that Constant Contact's customer churn increases as the market leader, MailChimp, wins more SMB customers, reducing revenues for Constant Contact. With lower revenues, it is assumed that operating efficiencies are reduced and EBITDA margins decline. GC EV Multiple Rationale: Comparable Reorganizations - Per the 2021 TMT Bankruptcy Study, Fitch notes 10 past reorganizations in the Technology sector, where the median recovery multiple was 5.1x. Of these companies, only three were in the Software subsector: Allen Systems Group, Inc., Avaya, Inc., and Sungard Availability Services Capital, Inc., which received recovery multiples of 8.4x, 8.1x, and 4.6x, respectively. Given Constant Contact's market position and customer retention, Fitch believes that the GC EV Multiple for the company would be 6.0x. As a result of these considerations, Fitch rates the first lien term loans and revolver 'BB-'/'RR2', or two notches above Constant Contact's 'B' IDR. Prospects for recovery are poor for the second lien term loan and it is rated 'CCC+'/'RR6'. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Fitch's expectation of EBITDA leverage sustaining below 5.0x; - (Cash from operations-capex)/total debt with equity credit above 7.5%. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Fitch's expectation of EBITDA leverage above 6.5x on a sustained basis; - (Cash from operations-capex)/total debt with equity credit below 5.0%; - Operating EBITDA/interest paid below 2.0x; - Deterioration in key operating metrics, including subscriber growth, churn and profitability. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: As of Sept. 30, 2022, the company had $14 million of cash on the balance sheet and full availability of its $125 million revolver. Internal cash generation with strong margins also supports the liquidity profile, as Fitch expects Constant Contact to consistently generate FCF margins in the low to mid-teens. Debt Structure: The company has a favorable maturity schedule, with no debt maturity before the revolver becomes due in 2026. The company's term loan amortization is manageable at $6.7 million annually. All of the company's debt is floating rate and to calculate interest expense, Fitch assumes that the average floating rate in 2023 and in each of the following years is as follows: 4.5%, 4.0%, 3.5%, and 3.5%. ISSUER PROFILE Constant Contact, Inc. is an online marketing company focused on small business. It is the second largest player in the email marketing space with approximately 500,000 customers. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This 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. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Constant Contact, Inc. LT IDR B Affirmed B senior secured LT BB- Affirmed RR2 BB- Senior Secured 2nd Lien LT CCC+ Affirmed RR6 CCC+ CONTINUOUS CAST: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Continuous Cast Alloys LLC 5823 Giddings Avenue Hinsdale, IL 60521 Chapter 11 Petition Date: April 3, 2023 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 23-04469 Judge: Hon. Deborah L. Thorne Debtor's Counsel: William J. Factor, Esq. FACTORLAW 105 W. Madison St., Suite 1500 Chicago, IL 60602 Tel: 312-878-6976 Fax: 847-574-8233 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jason Fowler as member/manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IMXPXXQ/Continuous_Cast_Alloys_LLC__ilnbke-23-04469__0001.0.pdf?mcid=tGE4TAMA CRANE HOLDINGS: Moody's Assigns Ba1 CFR & Cuts Unsec. Notes to Ba2 ------------------------------------------------------------------ Moody's Investors Service downgraded Crane Holdings, Co.'s senior unsecured notes maturing in 2048 to Ba2 from Baa2. Moody's also downgraded the company's senior notes maturing in 2036, which will become secured, to Baa3 from Baa2. Concurrently, Moody's assigned Crane Holdings a Ba1 corporate family rating, a Ba1-PD Probability of Default Rating, a SGL-1 Speculative Grade Liquidity rating, and a Baa3 rating to the company's proposed credit facilities, including the term loan and the revolver. Moody's also withdrew the company's P-2 commercial paper rating. The Baa2 senior unsecured notes maturing in December 2023 will be withdrawn at the planned redemption of the notes, shortly after the spin-off is completed. The rating outlook is stable. The rating actions conclude the review for downgrade initiated on March 31, 2022. The conclusion of the review for downgrade reflects the expected completion of the separation of the company into two independent publicly traded companies via a tax-free distribution of the Aerospace & Electronics and Process Flow Technologies businesses to the company's shareholders. Post spin-off, Crane Holdings will consist of the Payment & Merchandising Technologies business. The separation has achieved final approval by Crane's Board of Directors and has satisfied all customary closing conditions. The spin-off and the separation of the company is planned to take place on April 3, 2023. The company also plans to change its name from Crane Holding, Co. to Crane NXT, Co. on the same day as it completes the spin-off. "The downgrade reflects Crane Holdings' smaller scale and less business diversification after it spins off a substantial part of its business, including the Process Flow Technologies, Aerospace & Electronics, and Engineered Materials segments, as Crane Company," said Motoki Yanase, VP - Senior Credit Officer at Moody's. "Crane Holdings will also take on a secured term loan to refinance some of its unsecured debt and its 2036 notes will become secured notes as part of the separation process. Having secured debt represent a significant portion of the company's debt is indicative of a speculative-grade capital structure," added Yanase. Governance considerations are relevant to the rating action. In particular, the company's financial strategy and risk management are a key governance consideration. The ratings are subject to the transaction closing as proposed and receipt and review of the final documentation. Assignments: Issuer: Crane Holdings, Co. Corporate Family Rating, Assigned Ba1 Probability of Default Rating, Assigned Ba1-PD Speculative Grade Liquidity Rating, Assigned SGL-1 Senior Secured Bank Credit Facility, Assigned Baa3 (LGD3) Downgrades: Issuer: Crane Holdings, Co. Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2 (LGD5) from Baa2 Senior Secured Regular Bond/Debenture (Changed from Senior Unsecured), Downgraded to Baa3 (LGD3) from Baa2 Withdrawals: Issuer: Crane Holdings, Co. Senior Unsecured Commercial Paper, Withdrawn , previously rated P-2 Outlook Actions: Issuer: Crane Holdings, Co. Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The Ba1 corporate family rating (CFR) of Crane Holdings reflects the company's strong business position as the sole supplier of US currency and the growing demand for payment authentication and automation systems that support its business. Moody's also expects Crane Holdings to have moderate leverage around 3x debt/EBITDA, high EBITA margin above 20% and strong retained cash flow/net debt around 20% for the next several years after the spin-off. Although Moody's incorporates substantial acquisition spending in its projections in line with the company's stated goal to attain $3 billion of revenues by 2027, these credit metrics still position the company strongly among its peers of a similar size. These credit strengths are counterbalanced by Crane Holdings' smaller scale and less business diversification after the spin-off. Pro forma the spin-off, Crane Holdings had about $1.3 billion of revenue in 2022, about 40% of its size before the separation. The company also plans to take on sizable acquisitions to grow its business, which adds uncertainties to future leverage and execution risk to integrate new businesses. Moody's expects Crane Holdings to maintain very good liquidity over the next 12-18 months, indicated by SGL-1 rating. The company's liquidity is supported by its proposed $500 million revolver and projected positive free cash flow (FCF) generation. Moody's does not incorporate any acquisitions in its liquidity analysis before they are announced, and the rating agency expects the revolver to remain undrawn for the next 12-18 months. The senior secured debt is rated Baa3. This includes the proposed $350 first lien senior secured term loan, proposed $500 million senior secured revolving credit facility, and the senior notes maturing in 2036. After execution of the collateral agreement, the 2036 notes will become secured and pari passu with the senior secured credit facilities. The one-notch difference between the senior secured debt and the Ba1 CFR reflects the priority position of senior secured instruments in the capital structure and the loss absorption provided by the senior unsecured notes due 2048. The secured debt has the benefit of collateral pledged by Crane Holdings and its domestic subsidiaries. As proposed, the new credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental debt capacity up to $425m, subject to pro forma compliance with the financial maintenance covenants. No portion of the incremental may be incurred with an earlier maturity than the initial term loans. The credit agreement permits the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to "J. Crew" protections TBD. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, subject to "Chewy " protective provisions TBD. The credit agreement is expected to provide "Serta " protections TBD. The proposed terms and the final terms of the credit agreement may be materially different. The Ba2 rating on the senior unsecured notes due 2048 reflects their contractual subordination to the new senior secured credit facilities and the senior secured notes due 2036. Further, the 2048 notes do not benefit from guarantees from the company's operating subsidiaries. Stable outlook reflects Moody's expectation that Crane Holdings will sustain a high margin and strong FCF generation over the next 2-3 years, which will help the company control its debt load while pursuing business expansion through organic growth and acquisitions. ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS Crane Holding's ESG credit impact score was changed to (CIS-3) from (CIS-2), representing a moderately negative impact, driven by governance risks. Crane Holding's governance issuer profile score was changed to G-3 from G-2, reflecting the company's acquisition-driven growth strategy and which is considered under the financial strategy and risk management risk category. Moody's has decided to withdraw the ratings for its own business reasons. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if the company attains an unsecured capital structure. An upgrade would also require maintaining strong credit metrics, including debt/EBITDA less than 2.5x, EBITA margin above 20% and positive FCF generation. Moody's could downgrade the ratings if operating performance weakens or the company adds further debt for acquisitions or shareholder returns, resulting in debt/EBITDA leverage of above 3.5x, an EBITA margin of less than 15% or negative FCF. The principal methodology used in these ratings was Manufacturing published in September 2021. Crane Holdings, Co., headquartered in Stamford, CT, is a diversified manufacturer of highly engineered industrial payment and merchandising products. CRANE HOLDINGS: S&P Downgrades ICR to 'BB+' Outlook Stable ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Crane Holdings Co. (a/k/a Crane NXT Co.) to 'BB+' from 'BBB'. The outlook is stable. S&P also assigned its 'BB+' issue-level and '3' recovery ratings to the company's revolver, first-lien term loan, and 2036 secured notes. At the same time, S&P lowered its issue-level rating on the company's unsecured notes to 'BB-' from 'BBB'. S&P said, "The stable outlook reflects our expectation that continued growth in automation along with continued share gains in international currency and product authentication will spur demand for Crane NXT's products, resulting in mid-single-digit percent revenue growth in fiscal 2023. We expect sustained cost improvements and business growth to support EBITDA margins in the 28%-29% range and FOCF to debt of at least 20% over the next 12 months. We also expect Crane NXT to remain acquisitive although we expect it will keep leverage below 3x. "The 'BB+' issuer credit rating reflects Crane NXT's reduced revenues and EBITDA scale, exposure to mature markets, and potential for higher debt levels to fund growth M&A. The downgrade also reflects its decreased scale as a stand-alone entity and high exposure to nonrecurring low growth areas such as vending machines and back-office banking solutions with key operations in mature markets. These are offset by its highly recurring and sticky currency business, established customer base, good geographic distribution, and above-average profitability relative to other hardware peers. We expect EBITDA expansion will support deleveraging to the low-2x range at the end of fiscal 2023, although acquisitions could limit deleveraging prospects over the near term, especially if Crane NXT acquires lower-margin companies that dilute overall profitability. When accounting for acquisitions and shareholder returns, we expect the company to maintain S&P Global Ratings-adjusted net leverage between 2x-3x, in line with its publicly stated financial leverage targets. Accordingly, we expect solid adjusted free cash flow of $175 million to $180 million in 2023 on good revenue growth and ongoing profitability increases, slightly offset by working capital outflows which should stabilize in 2024. This equates to free operating cash flow (FOCF) to debt of 20% which is in line with similar rated peers. "The stable outlook reflects our expectation that continued growth in automation along with continued share gains in international currency and product authentication will spur demand for Crane NXT's products, resulting in mid-single-digit percent revenue growth in fiscal 2023. We expect sustained cost improvements and business growth to support EBITDA margins in the 28%-29% range and FOCF to debt of at least 20% over the next 12 months. We also expect Crane NXT to remain acquisitive although we expect it will keep leverage below 3x. "We could lower our rating if the company adopts a more aggressive financial policy including large scale debt-funded acquisitions or increasing shareholder returns and we believe there is no credible path to deleveraging below 3x within 12 months. We could also lower the rating if delayed customer spending, competitive pressures, or heightened investments result in sustained EBITDA and FOCF declines such that leverage is maintained above 3x or FOCF to debt decreases to below 15%. "We could consider an upgrade if the company strengthens its competitive position as characterized by better market standing and acceptance of new products and technologies in growth areas like product authentication, leading to sustained market share gains. We could also consider a positive rating action if we believe the company will commit to a more conservative financial policy, including leverage below 2x even when accounting for strategic acquisitions and shareholder returns." ESG credit indicators: E-2, S-2, G-2 ESG credit factors have had no material influence on our credit rating analysis of Crane NXT Co. CURITEC LLC: Seeks to Hire Dentons US as Bankruptcy Counsel ----------------------------------------------------------- Curitec LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Dentons US, LLP as its bankruptcy counsel. The firm's services include: a. advising the Debtor with respect to the requirements of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Court, and the Office of the United States Trustee; b. advising, consulting with, and assisting the Debtor with regard to any plan of reorganization or liquidation, any asset sale or any other means of satisfying creditors' claims; c. evaluating, objecting to, or otherwise resolving claims against the Debtor's estate; d. advising the Debtor whether to assume or reject its executory contracts and unexpired leases; e. prosecuting or defending suits and adversary proceedings arising out of or relating to the Debtor's Chapter 11 case, and relating to assets of the estate; f. advising the Debtor with respect to rights and remedies of the bankruptcy estate and the rights, claims and interests of creditors; g. representing the Debtor in hearings and contested matters before the court; h. assisting in the preparation of legal papers; and i. representing the Debtor in other matters if necessary. Dentons will be paid at these rates: Partners $535 to $1,385 per hour Of Counsel $725 to $1,260 per hour Associates $405 to $730 per hour Paralegals $285 to $380 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. Samuel Maizel, Esq., a partner at Dentons, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Samuel R. Maizel, Esq. Dentons US LLP 601 South Figueroa Street, Suite 2500 Los Angeles, California 90017-5704 Tel: (213) 623-9300 Fax: (213) 623-9924 Email: samuel.maizel@dentons.com About Curitec LLC Curitec LLC -- https://curitec.com/ -- is a Medicare accredited Part B provider of durable medical supplies (DMEPOS). Its services include the delivery of advanced wound care products as well as ostomy, urological, and tracheostomy supplies to long term care facilities and hospice. Curitec LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90108) on March 3, 2023. In the petition filed by Nicholas Percival as manager and chief operating officer, the Debtor reported assets and liabilities between $1 million and $10 million each. The case is overseen by Honorable Bankruptcy Judge Christopher M. Lopez. The Debtor is represented by Casey William Doherty, Jr, Esq. and Samuel R. Maizel, Esq. at Dentons US LLP. CUSTOM ALLOY: Court OKs Cash Collateral Access Thru April 8 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Custom Alloy Corporation and CAC Michigan, LLC to use the cash collateral of CIBC Bank USA on an interim basis, nunc pro tunc, to April 8, 2023. Custom and CIBC entered into secured financing arrangements pursuant to a Loan and Security Agreement dated as of March 4, 2010. CAC Michigan guaranteed the amounts owed by Custom under the Prepetition Loan Agreement. As of the Petition Date, the outstanding aggregate principal amount of the obligations owing by the Debtors to CIBC under the Prepetition Documents, exclusive of all accrued interest, fees, costs, expenses, charges, and other Obligations (including legal fees and expenses) is not less than $21.910 million. The Debtors' authorization -- and CIBC's consent -- to the use of cash collateral will terminate, at CIBC's election and without further notice or Court order, upon the earlier of: (i) 11:59 pm on April 8, 2023; or (ii) the occurrence of an Event of Default; or (iii) three business days after CIBC has provided written notice to the Debtors of the occurrence of an Event of Default. As adequate protection, CIBC is granted a replacement lien under 11 U.S.C. section 361(2) on all of the Debtors' assets arising after the Petition Date in an amount equal to the aggregate diminution in value (if any) of the Prepetition Collateral resulting from the sale, lease, or use by Debtors of its Prepetition Collateral, or the imposition of the automatic stay pursuant to Section 362. The Replacement Lien granted (i) will be deemed automatically valid and perfected without any further notice or act by any party and (ii) will remain in full force and effect notwithstanding any subsequent conversion or dismissal of either Case. To the extent the adequate protection provided proves insufficient to protect CIBC's interest in and to cash collateral, CIBC will have a super priority administrative expense claim, pursuant to 11 U.S.C. section 507(b), senior to any and all claims against the Debtors section 507(a), whether in this proceeding or in any superseding proceeding, subject to payments due under 28 U.S.C. section 1930(a)(6). Each of these events constitutes an "Event of Default": a. Either Debtor fails to perform any of its obligations with respect to use of cash collateral in accordance with the terms of the Order; b. Either Case is converted to a case under chapter 7 of the Bankruptcy Code; or c. A trustee is appointed or elected in either of the Cases, or an examiner with expanded power to operate either of the Debtor's business is appointed in any of the Debtor's respective Case. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/40X7hDt from PacerMonitor.com. The Debtor projects $2.112 million in total cash receipts and $1.666 million in total cash disbursements for the two-week period ending April 8. About Custom Alloy Corporation Custom Alloy Corporation is a manufacturer of specialty metals for seamless and welded pipe fittings & forgings, predominantly for customers requiring time-critical maintenance or repair. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-18143) on October 13, 2022. In the petition signed by Adam M. Ambielli, its CEO and president, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Michael B. Kaplan oversees the case. Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC, is the Debtor's counsel. An official committee of unsecured creditors has retained Fox Rothschild LLP as counsel. DANIEL DRORS ESTATE: Files Pro Se Chapter 11; Dismissal Sought -------------------------------------------------------------- Daniel Drors Estate, signed by Gabriela Dror, as Independent Executor of the Estate, filed for chapter 11 protection in the Southern District of Texas. Gabriela Dror's pro se Chapter 11 filing states that the debtor Estate has operated under assumed names Boulevard Properties Corporation, Kemah Development Texas LP, Kemah Development LLC, the Dror Family Trust, American International Industries, Inc., American International Texas Properties, Inc., and Kemah 518, Inc. According to court filings, Daniel Drors Estate estimates between $10 million and $50 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. In 2007, Danny Dror established the Dror Family Trust, in which Daniel Dror, II, and his half-brother, David Dror are each 50% beneficiaries. The Dror Family Trust owns 100% of Kemah Development Texas, LP. Kemah Development Texas, LP in turn owns 88.18% of the American International Industries, Inc. American International Industries, Inc., owns 100% of American International Texas Properties, Inc., and 100% of Kemah 518, Inc. These entities all own undeveloped, non-income producing real estate. The parties' Mediated Settlement Agreement divides the assets of the Dror Family Trust between Daniel Dror, II, and David Dror. Daniel Dror II notes that due to her prior malfeasance and misappropriation of funds of the Estate and various corporate entities, Gabriela Dror is subject to a Temporary Injunction and a Receiver has been appointed by Judge Cox in Cause No. 493,868-401, Daniel Dror, II vs. The Estate of Daniel Dror, by and through Gabriela Dror, individually and in her capacity as Independent Executor, et al. pending in Harris County Probate Court Number 3. Case Dismissal Daniel Dror II immediately filed a motion to dismiss the Chapter 11 case. He notes that the bankruptcy case, and the additional voluntary petition filed by Gabriela Dror purportedly on behalf of Kemah Development LLC and Kemah Development Texas LP in Case No. 23-30969 have been filed with the specific intent by Gabriela Dror to allow her time to further violate the Order Granting Temporary Injunction and Appointment of Receiver as well as additional orders issued from the bench by Judge Cox on March 16, 2023, including orders already violated by Gabriela Dror. According to Mr. Dror, there is no legitimate basis for this bankruptcy to have been filed. It was filed pro se by Gabriela Dror with the sole intent to allow her to avoid the Orders of the Probate Court, the parties' Settlement Agreement, to create delay, and to permit Gabriela Dror the opportunity to do what she has done for more than 2 years -- deprive Daniel Dror, II, of access to his assets and to allow her to continue to deplete the cash and other assets owned directly and beneficially by Daniel Dror, II. The Bankruptcy Court has already set this case for a Show Cause hearing on April 19, 2023. As the Court's Show Cause Order states, "[u]nder the bankruptcy code, only an individual can file for bankruptcy, and not the estate of a deceased. Even with an administrator or executor, the deceased cannot file for bankruptcy for the estate. A deceased debtor is not eligible for relief." About Daniel Drors Estate Daniel Drors Estate is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Daniel Drors Estate filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-30999) on March 23, 2023. In the petition filed by Gabriela Dror, as president, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. DEI VITAE: Seeks to Hire Essex Richards as Bankruptcy Counsel ------------------------------------------------------------- Dei Vitae Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Essex Richards, P.A. as its bankruptcy counsel. The firm's services include: (a) providing legal advice concerning the Debtor's responsibilities and the continued management of its business; (b) negotiating, preparing, and pursuing confirmation of a Chapter 11 plan and approval of disclosure statement, and all related reorganization agreements or documents; (c) preparing legal papers; (d) appearing before the bankruptcy court; (e) prosecuting and defending the Debtor in all adversary proceedings related to its bankruptcy case; and (f) performing all other necessary legal services. The firm will be paid at these rates: John C. Woodman, Esq. $400 per hour David R. DiMatteo, Esq. $300 per hour Paralegal $135 per hour Staff $65 per hour John Woodman, Esq., a member of Essex Richards, 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: John C. Woodman, Esq. Essex Richards, P.A. 1701 South Boulevard Charlotte, NC 28203 Tel.: (704) 337-4300 Email: jwoodman@essexrichards.com About Dei Vitae Enterprises Dei Vitae Enterprises, LLC, a company in Matthews, N.C., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-30148) on Feb. 28, 2023, with $1 million to $10 million in both assets and liabilities. Susan H. Burton, a member of Dei Vitae Enterprises, signed the petition. Judge Laura T. Beyer oversees the case. John C. Woodman, Esq., at Essex Richards, P.A. and Michael Bowers, a partner at Middleswarth, Bowers & Co., LLP, serve as the Debtor's bankruptcy counsel and chief restructuring officer, respectively. DELCATH SYSTEMS: Incurs $36.5 Million Net Loss in 2022 ------------------------------------------------------ Delcath Systems, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $36.51 million on $2.72 million of total revenues for the year ended Dec. 31, 2022, compared to a net loss of $25.65 million on $3.56 million of total revenues for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $17.86 million in total assets, $23.72 million in total liabilities, and a total stockholders' deficit of $5.86 million. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/872912/000119312523079836/d449666d10k.htm About Delcath Systems Headquartered in New York, NY, Delcath Systems, Inc. -- http://www.delcath.com-- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The Company's lead product candidate, the HEPZATO KIT (melphalan hydrochloride for injection/hepatic delivery system), is a drug/device combination product. HEPZATO is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. DELCATH SYSTEMS: Secures $85 Million Financing Commitment --------------------------------------------------------- Delcath Systems, Inc. announced that the Company has signed securities purchase agreements with certain healthcare-focused institutional investors that will provide up to $85 million in gross proceeds to Delcath through a private placement that includes initial upfront funding of $25 million. The financing is being led by Vivo Capital with participation from Logos Capital, BVF Partners LP, Stonepine Capital Management, LLC, Serrado Capital LLC and supported by existing investor, Rosalind Advisors. This financing is expected to enable the Company to have sufficient cash past its anticipated PDUFA date of Aug. 14, 2023, and fund the commercialization of HEPZATO, if approved. About the Private Placement Pursuant to the securities purchase agreements, the Company will issue to purchasers (i) an aggregate $24.9 million in shares of the Company's Series F Convertible Preferred Stock and (ii) two tranches of warrants that are exercisable for shares of the Company's Series F Convertible Preferred Stock as follows: * Tranche A warrants for an aggregate exercise price of approximately $34.9 million are exercisable until the earlier of 3/31/2026 or 21 days following the Company's announcement of receipt of FDA approval for HEPZATO; and * Tranche B warrants for an aggregate exercise price of approximately $24.9 million are exercisable until the earlier of 3/31/2026 or 21 days following disclosure of the Company's public announcement of recording at least $10 million in quarterly U.S. revenue from the commercialization of HEPZATO. Shares of Series F Convertible Preferred Stock will be issued at a price of $1,000.00 per share. Conversion of the Series F Convertible Preferred Stock into shares of common stock of the Company, and the exercisability of the warrants, is subject to approval by the Company's stockholders. Pursuant to a separate securities purchase agreement, the Company will issue to a certain purchaser (i) an aggregate of $0.1 million in shares of the Company's common stock and (ii) the Tranche A and Tranche B warrants to purchase shares of common stock. All of the securities in this private placement are being offered by Delcath. Canaccord Genuity acted as the placement agent for the private placement. The securities to be issued in connection with the private placement described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. The Company has agreed to file a resale registration statement with the U.S. Securities and Exchange Commission (SEC), for purposes of registering the resale of the common stock issued or issuable in connection with the private placement. About Delcath Systems Headquartered in New York, NY, Delcath Systems, Inc. -- http://www.delcath.com-- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The Company's lead product candidate, the HEPZATO KIT (melphalan hydrochloride for injection/hepatic delivery system), is a drug/device combination product. HEPZATO is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. Delcath Systems reported a net loss of $36.51 million for the year ended Dec. 31, 2022, compared to a net loss of $25.65 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $17.86 million in total assets, $23.72 million in total liabilities, and a total stockholders' deficit of $5.86 million. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DIOCESE OF ROCHESTER: Files $55M Payout Plan for Abuse Claims ------------------------------------------------------------- The Diocese of Rochester submitted a Joint Chapter 11 Plan of Reorganization and a Disclosure Statement on March 24, 2023. The Plan provides for the financial restructuring of the Diocese and the settlement of all, or substantially all, Claims against the Diocese, including, without limitation, the settlement of all Abuse Claims against the Diocese and the Participating Parties. The Plan provides for payment in full of all Administrative Claims, Priority Tax Claims, Non-Tax Priority Claims, Professional Fee Claims, and U.S. Trustee Fee Claims, leaves unimpaired any Allowed Secured Claims or Pass-Through Claims, provides for deferred payments equal to the full Allowed amount of any General Unsecured Claims, and establishes the Abuse Claims Settlement Fund to be held by the Trust to compensate holders of Abuse Claims. Inbound Contribution Claims are disallowed and extinguished pursuant to the Plan. The Plan's treatment of Abuse Claims represents the culmination of more than three years of negotiation between the Diocese and the Committee in its capacity as an advocate on behalf of all Abuse Claimants and has been approved by the Committee in consultation with attorneys who collectively represent approximately 70% of all Abuse Claimants who have asserted Abuse Claims against the Diocese ("State Court Counsel"). The Plan provides that funding for the Trust and the Abuse Claims Settlement Fund will be provided from, among other potential sources of recovery, a cash contribution by the Diocese and other Participating Parties in the aggregate amount of $55 million, and payments paid pursuant to Insurance Settlement Agreements with various Settling Insurers. As of the date of this Disclosure Statement, the Diocese and the Committee have agreed to accept a total of $20.6 million in settlement payments from two Settling Insurers, LMI and Underwriters, in exchange for entering into Insurance Settlement Agreements with respect to their respective Insurance Policies. To the extent the Diocese and the Committee can reach agreement on an Insurance Settlement Agreement or other settlement terms with any Non-Settling Insurers prior to confirmation of the Plan, the Plan provides that such Non-Settling Insurers may become Settling Insurers and for settlement proceeds resulting therefrom to be used to further supplement the funds available to the Trust. To the extent no settlement is achieved, the Plan provides for the assignment of all Insurance Claims held by the Diocese or other Participating Parties to the Trust, and establishes a framework for post-confirmation litigation of Insurance Claims, Stipulated Judgments and other Litigation Claims seeking recovery from Non-Settling Insurers. The Committee has previously rejected settlement offers from Non-Settling Insurers CNA and Interstate in the amounts of $63.5 million and $26 million respectively. The Committee, in consultation with State Court Counsel representing approximately 70% of all Abuse Claimants, has acknowledged and accepted the risk inherent in pursuing post-confirmation recovery from Non-Settling Insurers in the absence of a settlement. The Committee believes that assignment of the Insurance Claims, especially when enhanced by judicially determining the extent of the Diocese's liability through the use of Stipulated Judgments for certain eligible Abuse Claims, represents an opportunity to maximize the potential recovery for all Abuse Claimants. Survivors of Abuse are the focal point of the Plan. The tragedy of the Abuse that was inflicted in the past by certain priests or others purporting to do the missionary work of the Roman Catholic Church is impossible to overstate. Instead of fulfilling this mission, such perpetrators inflicted harm and suffering. The Abuse is inexcusable. It not only deeply impacted the survivors, but it also affected the faithful and the community that the Diocese serves. Prior to the enactment of the New York Child Victims Act (A.2683/S.2440) (the "CVA") and the Adult Survivors Act (A.648/S.66) (the "ASA"), the Diocese devoted substantial resources and effort to provide support and compensation to survivors of Abuse, including providing counselling, therapy, and other support to those survivors. The Diocese also provided monetary compensation to a number of known survivors, including the payment of amounts awarded through its Independent Reconciliation and Compensation Program. Following the enactment of the New York Child Victims Act (A.2683/S.2440) (the "CVA"), individuals alleging Abuse Claims began to file lawsuits against the Diocese. The Diocese has limited insurance and other resources available to compensate Abuse Claimants. A filing for bankruptcy relief was the only viable means to preserve and fairly distribute the Diocese's limited resources among the numerous Abuse Claimants. In order to compensate the Abuse Claimants, the Diocese and certain primary stakeholders, including the Committee and the Committee Members who are represented by State Court Counsel that collectively represent over 70% of all Abuse Claimants in this Chapter 11 Case, entered into a Restructuring Support Agreement (the "RSA") which forms the basis for the Plan. Pursuant to the RSA, the Diocese has assembled a Cash fund that will be used to compensate Abuse Claimants and to fund a litigation trust to pursue additional insurance recoveries. The Plan establishes a Trust funded by (i) the DOR Entities' Cash Contribution in the aggregate amount of $55,000,000; (ii) at least $20,600,000 in monetary contributions made by Settling Insurers; and (iii) the assignment to the Trust of certain Insurance Claims against NonSettling Insurers (the foregoing are, collectively, the "Trust Assets"). The Trustee will liquidate the Trust Assets and distribute the proceeds to the Abuse Claimants, pursuant to the procedures contained in the Allocation Protocol. The contribution by each of the foregoing was reached as the result of extensive negotiations regarding, among other things, the extent of liability faced by each entity, the ability of each entity to pay, and insurance coverage available for the types of Claims being satisfied by the trust. In exchange for the contributions to the Trust, (a) the Diocese and Reorganized Diocese, (b) the Parishes, (c) the Schools, (d) Other Catholic Organizations, (e) the Settling Insurers, and (f) each of the foregoing Persons' respective Related Persons shall be deemed "Protected Parties" entitled to the benefit of certain releases, exculpation, and inductions, all as more specifically set forth in this Disclosure Statement and the Plan. Similarly, in exchange for their contributions to the Trust, Non-Settling Insurers that become Settling Insurers, if any, will likewise be entitled to the benefit of certain releases, exculpation, and injunctions, all as more specifically set forth in this Disclosure Statement and the Plan. The Plan further provides that the holders of Allowed Administrative Claims, Priority Tax Claims, Non-Tax Priority Claims, Professional Fee Claims, Secured Claims, Pass-Through Claims, and General Unsecured Claims will be paid in full as set forth herein, that all Abuse Claims will be channeled to the Trust, that the Diocese will be able to restructure its financial affairs, and that the Reorganized Diocese will be able to continue the mission and ministry of the Church, which is critical to so many in Western New York – especially the elderly, poor, incarcerated, and vulnerable – after confirmation of the Plan. The Reorganized Diocese will also continue to address the spiritual needs of those who were harmed and the Catholic community the as a whole. Under the Plan, Class 3 General Unsecured Claims total approximately $50,000. The Reorganized Diocese will pay each holder of an Allowed General Unsecured Claim, Cash in two instalments each equal to 50% of the Allowed amount of such General Unsecured Claim with the first payment to occur on, or as soon as reasonably practicable after the later of (a) the Effective Date, and (b) the date on which such General Unsecured Claim becomes an Allowed General Unsecured Claim, and the second payment to occur on, or as soon as reasonably practicable after the date that is six months after the date of the first payment. The foregoing payments shall be in full satisfaction, settlement, and release of, and in exchange for, such Allowed General Unsecured Claim. Notwithstanding anything to the contrary set forth above, no payments shall be made to any Protected Party on account of any General Unsecured Claim and all Protected Parties shall be deemed to have withdrawn any General Unsecured Claim with prejudice as of the Effective Date in consideration of the Channeling Injunction and Release provided in the Plan. The Trust shall not be responsible for payment of General Unsecured Claims. Class 3 is impaired. Counsel to The Diocese of Rochester: Stephen A. Donato, Esq. Charles J. Sullivan, Esq. Grayson T. Walter, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202-1355 Telephone: (315) 218-8000 E-mail: donatos@bsk.com sullivc@bsk.com walterg@bsk.com A copy of the Disclosure Statement dated March 24, 2023, is available at https://bit.ly/3KjJIPO from Stretto, the claims agent. About The Diocese of Rochester The Diocese of Rochester in upstate New York provides support to 86 Roman catholic parishes across 12 counties in upstate New York. It also operates a middle school, Siena Catholic Academy ("SCA"). The Diocese has 86 full-time employees and six part-time employees and provides medical and dental benefits to an additional 68 retired priests and 2 former priests. The Diocese generated $21.88 million of gross revenue for the fiscal year ending June 30, 2019, compared with a gross revenue of $24.25 million in fiscal year 2018. The Diocese of Rochester filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave of lawsuits over alleged sexual abuse of children. In the petition, the Diocese was estimated to have $50 million to $100 million in assets and at least $100 million in liabilities. Bond, Schoenec & King, PLLC is the Diocese's counsel. Stretto is the claims and noticing agent. DIVE PLACE II: Seeks to Hire Latham Luna Eden as Legal Counsel -------------------------------------------------------------- The Dive Place II LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Latham, Luna, Eden & Beaudine, LLP as its counsel. The firm's services include: (a) advising as to the Debtor’s rights and duties in this case; (b) preparing pleadings related to this case, including a disclosure statement and plan of reorganization; and (c) taking any and all other necessary action incident to the proper preservation and administration of this estate. The firm will charge $275 to $485 per hour for attorney's services and $105 per hour for paraprofessional services. Daniel Velasquez, Esq., the attorney primarily working on this matter, charges $385 per hour. In addition, the firm will seek reimbursement for its out-of-pocket expenses. The firm received from the Debtor an advance fee of $5,599.50. Daniel Velasquez, Esq., a partner at Latham Luna Eden & Beaudine, 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: Daniel A. Velasquez, Esq. Latham Luna Eden & Beaudine, LLP 201 S. Orange Ave., Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: jluna@lathamluna.com About The Dive Place II The Dive Place II LLC is a Scuba Diving International and Technical Diving International certified dive center which offers open water, advanced diver, and technical diver certifications, as well as specialty certifications including drysuit diver, wreck diver, search and recovery, and deep diver. In addition to its certification classes, TDP coordinates and conducts special dive events at a variety of dive sites around the State of Florida and sells the full range of dive equipment at its retail store in Winter Garden, Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00907) on March 13, 2023. In the petition signed by Noel Hansen, managing member, the Debtor disclosed up $500,000 in assets and up to $1 million in liabilities. Daniel A. Velasquez, Esq., at Latham Luna Eden and Beaudine LLP, represents the Debtor as counsel. EASTERN NIAGARA: April 26 Hearing on $2.5M Sale of Lockport Asset ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of New York will convene a hearing on April 26, 2023, at 11:00 a.m., to consider Eastern Niagara Hospital, Inc.'s proposed private sale of the real property commonly known as 521 East Avenue, Lockport, New York, together with certain personal property located therein, to Lockport Medical Care Center LLC for a price of $2,525,000. The sale is pursuant to Purchase and Sale Agreement dated as of March 17, 2023. The sale will be "as is, where is," free and clear of liens, claims, and encumbrances. The Real Property is owned by the Debtor subject to a mortgage in favor of Citizens Bank, N.A. A copy of the Purchase Agreement is available at https://tinyurl.com/4sevfxba from PacerMonitor.com free of charge. The Purchaser: LOCKPORT MEDICAL CARE CENTER LLC 517 Wittich Terrace River Vale, NJ 07675 About Eastern Niagara Hospital Eastern Niagara Hospital, Inc. -- http://www.enhs.org-- is a not-for-profit organization focused on providing general medical and surgical services. Eastern Niagara Hospital sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10903) on July 8, 2020, with $10 million to $50 million in both assets and liabilities. Judge Michael J. Kaplan oversees the case. The Debtor tapped Barclay Damon, LLP as its bankruptcy counsel; Francis P. Weimer, Esq., as special counsel; Freed Maxick CPAs, P.C. as financial advisor; and Lumsden & McCormick, LLP as accountant. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Nov. 22, 2019. Bond Schoeneck & King, PLLC and Next Point, LLC serve as the committee's legal counsel and financial advisor, respectively. Michele McKay was appointed as patient care ombudsman in the Debtor's bankruptcy case. Jeffrey Dove, Esq., is the PCO's attorney. EDGEWATER CONSTRUCTION: Taps Agentis PLLC as Bankruptcy Counsel --------------------------------------------------------------- Edgewater Construction Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Agentis PLLC as its general restructuring and bankruptcy counsel. The firm will render these services: a. advise the Debtor with respect to its powers and duties as debtor-in possession and the continued management of its affairs; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interests of the Debtor and the estate in all matters pending before the Court; and e. represent the Debtor in negotiations with its creditors in the preparation of a plan. The hourly rates of the firm's counsel and staff are as follows: Attorneys $350 - $660 Paralegals $100 - $245 Jacqueline Calderin, Esq., a shareholder of Agentis, 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: Jacqueline Calderin, Esq. Agentis PLLC 55 Alhambra Plaza, Suite 800 Coral Gables, FL 33134 Telephone: (305) 722-2002 Email: jc@agentislaw.com Edgewater Construction Group Edgewater Construction Group provides general contractor services and has been in business since February 1999. Edgewater Construction Group, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-122170) on March 22, 2023. The petition was signed by Ulysses Vazquez, II as president. At the time of filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Laurel M. Isicoff presides over the case. Jacqueline Calderin, Esq. at AGENTIS PLLC represents the Debtor as counsel. EKSO BIONICS: Incurs $15.1 Million Net Loss in 2022 --------------------------------------------------- Ekso Bionics Holdings, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $15.08 million on $12.91 million of revenue for the year ended Dec. 31, 2022, compared to a net loss of $9.76 million on $11.25 million of revenue for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $40.90 million in total assets, $15.46 million in total liabilities, and $25.44 million in total stockholders' equity. Gross profit for the full year ended Dec. 31, 2022 was approximately $6.2 million, representing a gross margin of approximately 48%, compared to gross profit of $6.7 million for the same period in 2021, representing a gross margin of 60%. The decline in gross profit was a result of lower gross margins driven by increases in service and supply chain costs, elevated labor costs, and lower average selling prices of device sales due to sales channel mix. Sales and marketing expenses for the full year ended Dec. 31, 2022 were $7.2 million, compared to $7.3 million for the same period in 2021, a decrease of $0.1 million primarily due to improved efficiencies. Research and development expenses for the full year ended Dec. 31, 2022 were $3.6 million, compared to $2.5 million in the same period in 2021. The increase in expenses was primarily due to the development of next generation products. General and administrative expenses for the full year ended Dec. 31, 2022 were $11.0 million, compared to $10.7 million in the same period in 2021. The increase in expenses was primarily due to one-time severance expenses associated with management changes and costs associated with the move of the Company's headquarters and manufacturing facility. These increases were partially offset by a decrease in legal and consulting expenses. Gain on warrant liabilities for the full year ended Dec. 31, 2022 was $1.3 million associated with the revaluation of warrants issued in 2019, 2020 and 2021, compared to a gain of $4.0 million associated with the revaluation of warrants issued in 2019, 2020 and 2021 for the same period in 2021. Gains and losses on revaluation of warrants were primarily driven by changes in the Company's stock price. Cash on hand at Dec. 31, 2022 was $20.5 million, compared to $40.4 million at Dec. 31, 2021. For the full year ended Dec. 31, 2022, the Company used $14.7 million of cash in operations, compared to $11.2 million for the same period in 2021. Fourth Quarter 2022 Financial Results Revenue was $3.6 million for the quarter ended Dec. 31, 2022, compared to $4.1 million for the same period in 2021. Revenue in the fourth quarter of 2022 included approximately $3.5 million in EksoHealth revenue and approximately $0.1 million in EksoWorks revenue. The Company booked a total of 27 EksoHealth devices in the fourth quarter of 2022. Gross profit for the quarter ended Dec. 31, 2022 was $1.7 million, compared to $2.4 million in the same period in 2021, representing a gross margin of approximately 47% in the fourth quarter of 2022, compared to a gross margin for the same period in 2021 of 59%. The decline in gross margin was primarily due to an increase in service and supply chain costs, elevated labor costs, and lower average selling prices of device sales due to sales channel mix. Sales and marketing expenses for the quarter ended Dec. 31, 2022 were $1.9 million, compared to $2.0 million for the same period in 2021. The decrease was primarily due to lower compensation related costs. Research and development expenses for the quarter ended Dec. 31, 2022 were $0.9 million, compared to $0.8 million for the same period in 2021. The increase was primarily due to product development activity for next generation products, which drove an increase in compensation and outside services expenses. General and administrative expenses for the quarter ended Dec. 31, 2022 were $3.2 million, compared to $4.2 million for the same period in 2021, a decrease of $1.0 million. The decrease was primarily due to lower legal and consulting expenses. Gain on warrant liabilities for the quarter ended Dec. 31, 2022 was $0.3 million due to the revaluation of warrants issued in 2019, 2020 and 2021, compared to a $2.0 million gain associated with the revaluation of warrants issued in 2019, 2020 and 2021 for the same period in 2021. Net loss applicable to common stockholders for the quarter ended Dec. 31, 2022 was $3.2 million, or $0.24 per basic and diluted share, compared to net loss of $2.9 million, or $0.23 per basic and diluted share, for the same period in 2021. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001549084/000154908423000011/ekso-20221231.htm About Ekso Bionics Ekso Bionics Holdings, Inc. -- http://www.eksobionics.com-- designs, develops, and markets exoskeleton products that augment human strength, endurance and mobility. Its exoskeleton technology serves multiple markets and can be utilized both by able-bodied persons and persons with physical disabilities. Ekso Bionics reported a net loss of $15.83 million for the year ended Dec. 31, 2020, a net loss of $12.13 million for the year ended Dec. 31, 2019, and a net loss of $26.99 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $39.31 million in total assets, $10.70 million in total liabilities, and $28.61 million in total stockholders' equity. * * * This concludes the Troubled Company Reporter's coverage of Ekso Bionics until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. EMPEREON MARKETING: Seeks to Hire Fennemore Craig as Legal Counsel ------------------------------------------------------------------ Empereon Marketing LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Fennemore Craig, P.C. as its counsel. The firm will render these services: (a) advise the Debtor with respect to the powers and duties of debtors in Chapter 11, Subchapter V cases; (b) consult with Debtor concerning the administration of this case and related proceedings; (c) advise the Debtor with respect to the powers and duties of Debtor in the operation of its business and the management of its assets in this Subchapter V case; (d) analyze the Debtor's financial situation and investigate the acts, conduct, assets, liabilities, and financial condition of Debtor, the operation of Debtor's business and any other matter relevant to the case; (e) advise the Debtor with respect to the use, sale or lease of property, financing and the rejection and assumption of executory contracts and unexpired leases, among other things; (f) participate in the negotiation, formulation, and drafting of a plan of reorganization, including modifications and amendments, and advise the Debtor regarding its options and alternatives, and the acceptance and confirmation process; (g) prepare all necessary pleadings and papers pertaining to matters of bankruptcy law or the case, including, without limitation, appeals and other litigation as is necessary to represent Debtor; (h) participate in any proceedings or hearings in the Bankruptcy Court, the District Court, the Bankruptcy Appellate Panel, the Circuit Court of Appeals, the United States Supreme Court, or any other judicial or administrative forum in which any action or proceeding may be pending which may affect Debtor, its assets, or the claims of its creditors; and (i) provide any other legal services that may be necessary during the pendency of this Subchapter V case on behalf of Debtor. Gerald L. Shelley, Esq., a partner at Fennemore Craig, 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: Gerald L. Shelley, Esq. FENNEMORE CRAIG PC 2394 E Camelback Road Suite 600 Phoenix, AZ 85016 Tel: 602-916-5000 Email: gshelley@fclaw.com About Empereon Marketing Empereon Marketing LLC -- https://www.empereon/ -- is a business process outsourcing company providing end-to-end customer engagement and customer management solutions through two distinct, but affiliated, privately held entities. Empereon Marketing LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-01592) on March 15, 2023. In the petition filed by Travis Bowley, as C.E.O., the Debtor reported total assets as of Dec. 31, 2022 amounting to $6,385,218 and total liabilities as of Dec. 31, 2022 of $1,777,954. The case is overseen by Honorable Bankruptcy Judge Madeleine C Wanslee. The Debtor is represented by Gerald L. Shelley, Esq. at FENNEMORE CRAIG, P.C. EMS BILLING: Unsecureds to Get 4 Cents on Dollar in Consensual Plan ------------------------------------------------------------------- EMS Billing Solutions, Inc., filed with the U.S. Bankruptcy Court for the District of Colorado a Small Business Plan of Reorganization for Small Business dated March 30, 2023. The Schedules disclose all real and personal property in which the Debtor maintained an equitable and/or legal interest as of the Petition Date. Other than deposits of accounts receivable and payment of expenses incurred in the ordinary course of business, the Debtor has neither surrendered nor sold any Assets since the Petition Date. Since the inception of the Bankruptcy Case, the Debtor has filed one periodic financial report regarding the profitability of ongoing operation for the period ending January 31, 2023 ("Reporting Period"). Pursuant to the Summary of Cash Flows attached to the January 2023 MOR, the Bankruptcy Estate maintained Cash in the amount of $50,285.93 on the Petition Date. Post Petition, the Debtor has preserved additional Net Profits of $14,528.60. Therefore, the Debtor has demonstrated an ability to conserve Cash for the benefit of Claimants by expending only what is reasonably necessary. Notwithstanding Holders of Allowed Unsecured Claims, the Plan shall treat each Class of Priority and Secured Claims under a Cramdown Confirmation in a manner identical to the Treatment that follows a Consensual Confirmation. Unless stated otherwise under this Plan, Holders of Allowed Secured Claims shall receive Plan Payments in accordance with the consensual agreements executed and Security Interests granted Pre-Petition. Distributions to Holders of an Allowed Unsecured Claim shall depend on whether Consummation follows a Consensual Confirmation or a Cramdown Confirmation, as follows: (a) recovery shall be limited to the fixed amount of $60,141.97 upon a Consensual Confirmation of this Plan, which equals a Pro-Rata Distribution in the approximate amount of four cents on the dollar (i.e. 3.83%); or (b) if Consummation follows a Cramdown Confirmation, Holders of Allowed Unsecured Claims shall receive a Pro-Rata Share of all Disposable Income that the Debtor generates during the 36-month Plan Term. Pursuant to the Cash Flow Analysis, the Debtor projects that the Class of Allowed Unsecured Claims may receive the amount of $21,141.97, which equals an approximate Pro Rata Distribution of three cents on the dollar (i.e. 2.68%). Class 4 consists of Allowed Unsecured Claims. The Debtor estimates that Allowed Unsecured Claims – on account of Claims not Scheduled as contingent, disputed, and/or unliquidated; Proofs of Claim filed on or before the Claims Bar Date; and Claims not otherwise Disallowed by the Bankruptcy Court – is the sum of $787,587.83. This Class is impaired. The Treatment and amount Distributed to Holders of Class 4 Claims shall depend on whether Unsecured Claimant vote to accept or reject the Plan, as follows: * Consensual Treatment: Holders of Allowed Unsecured Claims shall receive a Pro-Rata Share of $30,141.97, which shall derive from Cash maintained within the Operating Account as of the Effective Date and revenues generated during the Plan Term. The Debtor shall deposit the sum of $833.33 into the Unsecured Reserve Account commencing on the 5th Business Day following the Effective Date up to and through the 5th Business Day of the 36th month following the Effective Date. The Debtor refers Unsecured Claimants, regardless of whether Allowed, Disallowed, or Disputed, to the Claims Analysis for further details on the specific amount of Plan Payments the Debtor anticipates Distributing to each Class 4 Claimant on account of their Allowed Class 4 Claim(s). * Cramdown Treatment: Holders of Allowed Unsecured Claims shall receive a Pro-Rata Share of all Disposable Income realized during the Plan Term, which the Debtor projects as the sum of $21,141.97. 30 The Debtor shall deposit the Disposable Income realized during the preceding Calendar Quarter into the Unsecured Reserve Account on or before the 15th day following the close of each Calendar Quarter commencing on the Effective Date up to and through the 48th month following the Effective Date, for which the 1st deposit into the Unsecured Reserve Account of Disposable Income realized from the Effective Date up to and through September 30, 2021 shall arise on or before October 15, 2021, and the final Plan Payment shall be deposited on or before the 15th day of the 1st month following the 3rd Anniversary. Class 21 consists of the Equity Interests in the Debtor, for which, Ms. Garcia Kabel controlled a 100.0% ownership interest as of the Petition Date. On the Effective Date of the Plan, the Class 5 Claimant, to the extent Allowed, shall retain all existing rights, privileges, and interest in the Debtor, notwithstanding any provisions to the contrary hereunder and subject to any and all terms and conditions hereof. In accordance with Sections 1190(2) and 1191(c)(2) of the Bankruptcy Code, as applicable, the Debtor shall fund the Plan using Cash generated from one, or a combination of such sources, as follows: * Cash arising from Net Income realized Post-Petition, of which the Debtor maintains within the Operating Account as of the Confirmation, shall be Distributed on the 15th day following the Confirmation Date, or as soon as practicable thereafter, to certain and specific Claimants as consideration for full payment of an Allowed Claim, or such portion thereof as mutually agreed upon by and the between the Debtor and such relevant Claimant(s), in such order more-fully identified within the Cash Flow Analysis, and on such basis, as follows: (a) Allowed Professional Fees Claims in the maximum sum of $29,000.00; (b) final installments of Adequate Protection Payments in the amount of $3,961.46; (c) the reasonable Post-Petition fees payable on account of Oversecured Claims in the amount of $21,507.39; and (d) the amount necessary to Cure an assumed Executory Contract and/or Unexpired Lease, if any. * The Plan Proponent shall deposit into the Disbursement Account such portion of the Net Income equal to the collective monthly sum of Plan Payments due and owing to Holders of Allowed Secured Claims, illustrated within the Cash Flow Analysis, on or before the 5th day of each month commencing on the Effective Date up to and through the 5th day of the 48th following the Effective Date. * The Debtor shall deposit Plan Payments to Holders of Allowed Unsecured Claims into the Creditor Disbursement Fund in such periods of time. A full-text copy of the Plan of Reorganization dated March 30, 2023 is available at https://bit.ly/3ZBMjsQ from PacerMonitor.com at no charge. Counsel for Debtor: Stephen E. Berken, Esq. Sean Cloyes, Esq. Berken Cloyes PC 1159 Delaware Street Denver, CO 80202 Phone: 303-623-4359 Email: stephenberkenlaw@gmail.com sean@berkencloyes.com About EMS Billing Solutions EMS Billing Solutions, Inc., is engaged in the business of medical billing. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-15088) on Dec. 30, 2022. In the petition signed by Gaylene Garcia-Kabel, president, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Bankruptcy Judge Elizabeth E. Brown oversees the case. Sean Cloyes, Esq., at Berken Cloyes, PC, represents the Debtor. ENDO INTERNATIONAL: Exclusivity Period Extended to April 6 ---------------------------------------------------------- Judge James L. Garrity, Jr. of the U.S. Bankruptcy Court for the Southern District of New York extended Endo International plc's exclusive period to file a chapter 11 plan and solicit votes thereon to April 6, 2023. The Debtor's exclusivity period was previously extended to March 20, 2023. About Endo International Endo International plc is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On Aug. 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). The cases are pending before Judge James L. Garrity, Jr. A Web site dedicated to the restructuring is at http://www.endotomorrow.com/ The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC is the claims agent and administrative advisor. Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as legal counsels, and Ducera Partners, LLC as investment banker. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Sept. 2, 2022. The committee tapped Kramer Levin Naftalis & Frankel as legal counsel; Lazard Freres & Co. LLC as investment banker; and Dundon Advisers, LLC and Berkeley Research Group, LLC as financial advisors. Meanwhile, the official committee representing the Debtors' opioid claimants tapped Cooley, LLP as bankruptcy counsel; Akin Gump Strauss Hauer & Feld, LLP as special counsel; Province, LLC as financial advisor; and Jefferies, LLC as investment banker. David M. Klauder, Esq., the court-appointed fee examiner, is represented by Bielli & Klauder, LLC. ENDO INTERNATIONAL: Okayed to Open Auction with $6-Bil. Bid ----------------------------------------------------------- James Nani of Bloomberg Law reports that Endo International Plc won bankruptcy court approval to put its assets up for auction with a starting bid its by lenders worth more than $6 billion, clearing a major hurdle in its Chapter 11 case. US Bankruptcy Judge James Garrity approved bidding procedures that would govern the sale of Endo's assets late Tuesday, overruling objections from the US Trustee and a representative for potential future opioid claimants. They argued the proposed structure of the lenders' offer, which is largely in the form of a credit bid, would stifle other, better offers. Dublin-based Endo is one of several opioid manufacturers to enter Chapter 11 in the last few years after facing claims the companies profited from the opioid crisis. The lender deal would provide compensation for Endo's creditors, including opioid claimants. Endo's lenders earlier this month reached settlements that would provide higher payouts to certain creditor groups in return for their support of the bankrupt opioid manufacturer's reorganization. The deals pave the way for Endo to settle mass opioid litigation through the establishment of various trusts. The deal with an opioid victim committee would provide about of $119 million in cash to private opioid abuse claimants. In a separate deal, Endo's unsecured creditors would receive $60 million in cash, plus a potential 4.25% equity stake in the reorganized company. The US Trustee, which serves as the Department of Justice's bankruptcy watchdog, argued that the settlements amount to a "sub rosa" plan that violates the bankruptcy code's payment priority scheme. The deals improperly incorporate fixed key terms, including distributions for unsecured creditors, outside of a formal reorganization plan, the trustee said. An attorney for the future claims representative argued Tuesday, March 28, 2023, that aspects of the bidding procedures were confusing, destroyed value, and are calculated to provide the lenders with a leg up in the process. Garrity ruled that he didn't yet need to address the objectors' issues, but left open the possibility that they could be raised at a sale hearing if a resolution isn't reached through ongoing mediation. Part of the proposed sale involves transferring the businesses of each of Endo's two primary Irish asset-owning debtors into two, newly-formed Irish subsidiaries that would carry on the same businesses, according to court records. The new subsidiaries would then be sold to the successful bidder as part of a sale. The case is In re Endo International plc, Bankr. S.D.N.Y., No. 22-22549, hearing 3/28/23. About Endo International Endo International plc is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On Aug. 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). The cases are pending before Judge James L. Garrity, Jr. A Web site dedicated to the restructuring is at http://www.endotomorrow.com/ The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC is the claims agent and administrative advisor. Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as legal counsels, and Ducera Partners, LLC as investment banker. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Sept. 2, 2022. The committee tapped Kramer Levin Naftalis & Frankel as legal counsel; Lazard Freres & Co. LLC as investment banker; and Dundon Advisers, LLC and Berkeley Research Group, LLC as financial advisors. Meanwhile, the official committee representing the Debtors' opioid claimants tapped Cooley, LLP as bankruptcy counsel; Akin Gump Strauss Hauer & Feld, LLP as special counsel; Province, LLC as financial advisor; and Jefferies, LLC as investment banker. David M. Klauder, Esq., the court-appointed fee examiner, is represented by Bielli & Klauder, LLC. ENLINK MIDSTREAM: New Add-on Notes No Impact on Moody's 'Ba1' CFR ----------------------------------------------------------------- Moody's Investors Service said that EnLink Midstream, LLC's (ENLC) proposed senior unsecured notes due 2030 (the add-on notes) will not affect the company's or its subsidiary EnLink Midstream Partners, LP's (ENLK, and collectively with ENLC, EnLink) credit ratings or stable outlook. The add-on notes are being offered as an addition to the $700 million 6.50% senior unsecured notes due in 2030 that the company issued in the third quarter of 2022. Net proceeds from the offering are expected to be used to repay existing revolver borrowings. "The proposed add-on notes issuance is opportunistically refinancing existing debt while improving financial flexibility," commented Amol Joshi, Moody's Vice President and Senior Credit Officer. ENLC's senior unsecured notes are rated Ba1, the same as ENLC's Ba1 Corporate Family Rating (CFR), and consistent with the ratings of the existing senior unsecured notes at ENLK. ENLC has a $1.4 billion unsecured revolving credit facility (unrated) maturing in June 2027, with approximately $400 million in outstanding borrowings and $43.6 million in outstanding letters of credit at March 28, 2023. ENLC also has approximately $1.7 billion of senior unsecured notes outstanding at December 31. In addition, ENLK has over $2.3 billion of senior unsecured notes outstanding at December 31. An indirect subsidiary of ENLC also has an accounts receivable securitization facility with a termination date of August 2025 and $500 million outstanding at December 31. ENLC's revolver and unsecured notes benefit from an upstream guarantee from ENLK. However, ENLK's unsecured notes do not benefit from downstream guarantees from ENLC or upstream guarantees from operating subsidiaries. EnLink has all its assets at ENLK, and no assets are expected to be held at ENLC, allowing pari passu consideration for obligations at ENLC and ENLK. Furthermore, the obligations of ENLK's subsidiaries are not material in size relative to the unsecured notes to warrant notching below the CFR. The unsecured notes are therefore rated in-line with the Ba1 CFR. However, if the company holds material assets at ENLC, ENLC's obligations will have a priority claim to those assets which will pressure the ratings of ENLK's unsecured notes. ENLC's Ba1 CFR reflects its high proportion of fee-based revenue with cash flow visibility, but subject to meaningful volume risk. While ENLC has increased its equity distributions, those are still significantly below pre-pandemic levels resulting in solid distribution coverage. Good distribution coverage implies that EnLink retains a higher proportion of cash flow, alleviating the pressure of seeking third party debt and dilutive equity to finance capital spending. EnLink also has a diversified gathering & processing (G&P) asset base, and the company is expected to self-fund its capital spending. The company has a large exposure to the STACK, where it faces volume risk but mitigated by gradually recovering drilling activity. EnLink also has significant exposure to the mature Barnett Shale, where volume risk will exacerbate if natural gas prices remain low. EnLink offsets such volume risk through capital intensive growth in other regions such as the Permian, leading to improved cash flow and credit metrics. The majority of EnLink's 2023 capital spending will be focused in its Permian Basin and Louisiana assets, followed by spending to enhance its other assets. ENLC's and ENLK's outlooks are stable reflecting good liquidity and distribution coverage. EnLink's ratings could be upgraded if its earnings continue to grow, debt/EBITDA approaches 3.5x, leverage consolidated with its controlling owners GIP III Stetson I, L.P.'s and GIP III Stetson II, L.P.'s (collectively GIP III Stetson) debt approaches 4x, distribution coverage remains robust and its capital structure is further simplified. When calculating credit metrics for purposes of assessing the potential of a ratings upgrade, a portion of EnLink's preferred equity will be included in Moody's adjusted debt. EnLink's rating could be downgraded if the company's debt/EBITDA exceeds 4.5x, consolidated leverage (inclusive of GIP III Stetson debt) exceeds 5x or distribution coverage significantly deteriorates. Weakness in GIP III Stetson's credit profile would also pressure EnLink's rating. EnLink Midstream, LLC is a publicly traded company engaged in midstream energy services through its subsidiary EnLink Midstream Partners, LP, including the gathering, processing, fractionation, transportation and marketing of natural gas, natural gas liquids and crude oil in several US regions, including in the STACK, Cana and Arkoma Woodford Shales, Barnett Shale, Permian Basin and Louisiana. EXELA INTERMEDIATE: Moody's Cuts CFR & First Lien Term Loan to Ca ----------------------------------------------------------------- Moody's Investors Service downgraded Exela Intermediate LLC's corporate family rating to Ca from Caa3 and probability of default rating to Ca-PD/LD from Caa3-PD. The /LD designation to the PDR reflects a limited default under Moody's definition following the company's repurchase of a portion of its first priority senior secured notes due 2023. The senior secured first lien term loan due 2023 was downgraded to Ca from Caa3 and the notes due 2023 were downgraded to C from Caa3. The Speculative Grade Liquidity ("SGL") rating is maintained at SGL-4. The outlook remains negative. The downgrades reflect Exela's heightened likelihood of a distressed exchange over the near to medium term given the company's weak liquidity, high financial leverage, current debt maturities and history of limited defaults related to restructuring activities that have reduced its financial obligations to creditors. Moody's also considers Exela's reported need to use its 30-day grace period to raise additional funds in order to avoid missing interest payments as another indication of less-than-adequate liquidity. On March 2, Exela disclosed that the company had bought back $13.4 million of the 2023 notes as part of a broader debt reduction initiative. Moody's views these debt repurchases as a distressed exchange because of the significant discount paid versus par and Moody's consideration that the purpose of the buyback is to alleviate a capital structure that Moody's considers untenable. The PDR will revert to Ca-PD and the /LD designation will be removed in three business days. Downgrades: Issuer: Exela Intermediate LLC Corporate Family Rating, Downgraded to Ca from Caa3 Probability of Default Rating, Downgraded to Ca-PD /LD from Caa3-PD Backed Senior Secured 1st Lien Bank Credit Facility, Downgraded to Ca (LGD3) from Caa3 (LGD3) Senior Secured 1st Lien Regular Bond/Debenture, Downgraded to C (LGD6) from Caa3 (LGD3) Outlook Actions: Issuer: Exela Intermediate LLC Outlook, Remains Negative RATINGS RATIONALE The Ca CFR rating reflects Exela's unsustainably high financial leverage, declining revenue and weak liquidity. Moody's believes that there is a high probability for additional debt restructuring activity in the next 6 months. Exela faces high refinancing risk in consideration of its $72 million of term loan debt due July 12, 2023, $9.4 million of notes due July 15, 2023, and $45 million of additional term and revolver borrowings at a special purpose entity ("SPE") due June 10, 2023. Operationally, Exela is limited in scale relative to many of its peers and faces continuous pricing pressure in its core business. As the company transitions to providing more digitally enabled automated services, so too are its typically larger, better capitalized competitors. Moody's expects the company will remain challenged when it comes to reversing long term revenue declines. The downgrade to Ca from Caa3 of Exela's senior secured term loan rating reflects the downgrade of and is in line with the company's Ca CFR and reflects their secured position in the capital structure and the relatively small amount of unsecured debt and non-debt claims providing loss absorption. The term loan is supported by secured guarantees and asset pledges from all material domestic subsidiaries. The downgrade to C from Caa3 of the company's first priority senior secured notes by two notches to one notch below the CFR reflects the release of all collateral securing the notes in connection with the December 9, 2021 debt exchange and the notes' junior position and first-loss absorption relative to the large, unrated $905 million senior secured notes due 2026, the term loan and other secured obligations. Exela's SGL-4 SGL rating reflects its weak liquidity profile. Moody's expects a cash flow deficit in excess of $100 million in 2023. The company also has approximately $9.4 million of senior notes due July 12, 2023, and $72 million senior term loan debt due July 15, 2023. The company also has roughly $40 million of term and revolver borrowings held at a wholly-owned special purpose entity ("SPE") due June 10, 2023. The company's sources of liquidity are limited with only $10 million of cash on the balance sheet as of September 30, 2022 and minimal revolver capacity at the SPE. There are no financial covenants on the company's debt. The negative outlook reflects Exela's negative operating trends, including declining revenue and sustained negative free cash flow, which Moody's expects will continue to be weak through at least 2023. The risk of another default or for a higher-than-anticipated loss given default could grow should these negative trends persist. Exela Intermediate LLC ("Exela") is global, location-agnostic provider of business process automation services. The company is publicly traded (NASDAQ: XELA) and generated revenue of approximately $1 billion for the year ended December 31, 2022. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be downgraded should recovery expectations at Exela deteriorate further to lower creditors' recovery prospects. Given the negative outlook, an upgrade of Exela's ratings are unlikely in the near term. Over the longer term, higher ratings are possible if the company can stabilize its debt capital structure and if negative operating trends are resolved with a recovery in earnings and liquidity. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. FAIRPORT BAPTIST: Wins Cash Collateral Access Thru June 26 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of New York authorized Fairport Baptist Homes and its debtor-affiliates to continue using cash collateral on a final basis pursuant to its agreement with Berkadia Commercial Mortgage LLC, the assignee of Capmark Finance, Inc. The Debtor is permitted to use cash collateral through June 26, 2023, under the terms and conditions of the Cash Collateral Order. As previously reported by the Troubled Company Reporter, the Loan Documents are each valid and enforceable against the Debtor, and the Debtor does not possess and agrees not to assert any claim (as such term is defined in section 101(5) of the Bankruptcy Code), counterclaim, setoff or defense of any kind, nature or description which would in any way affect the validity or enforceability of the Loan Documents. As of the Petition Date, the Prepetition Obligations constitute legal, valid and binding obligations of the Debtor. As of the Petition Date, the approximate indebtedness owed from the Debtor to the Lender was $6,369,443. A copy of the order and the Debtor's budget is available at https://bit.ly/40GRYPo from PacerMonitor.com. The budget provides for total outflows, on a weekly basis, as follows: $317,142 for the week beginning April 3, 2022; $396,100 for the week beginning April 10, 2022; $201,300 for the week beginning April 17, 2022; and $327,800 for the week beginning April 24, 2022. About Fairport Baptist Homes Fairport Baptist Homes and affiliates operate skilled nursing care facilities. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.Y. Case No. 22-20220) on May 6, 2022. In the petition signed by Thomas H. Poelma, president, the Debtors disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Paul R. Warren oversees the case. John A. Mueller, Esq., at Lippes Mathias LLP is the Debtors' counsel. FANATICS COLLECTIBLES: Moody's Assigns First Time 'Ba3' CFR ----------------------------------------------------------- Moody's Investors Service assigned a first time ratings to Fanatics Collectibles Intermediate Holdco, Inc. including a Ba3 corporate family rating and a B1-PD probability of default rating. In addition, Moody's assigned a Ba3 rating to the company's proposed $100 million senior secured multi-currency revolving credit facility and a Ba3 rating to its proposed $300 million senior secured term loan A. The outlook is stable. Proceeds from the proposed term loan A will be used to repay a $300 million intercompany note to parent company, Fanatics Holdings, Inc. ("FHI") which was used to acquire The Topps Company, Inc.'s Sports and Entertainment ("S&E") segment in December 2021. The acquisition accelerated the company's ability to sell Major League Baseball (MLB) cards as Topps' still retained league rights which were expiring in 2025. The Ba3 CFR assignment reflects governance considerations, particularly an expectation that Fanatics Collectibles will maintain balanced financial strategies and solid credit metrics under its current ownership which includes its founder who has majority voting stock. At less than 1.5x for the year ended December 31, 2022, pro forma Moody's adjusted debt/EBITDA is low, and when considering the all first lien structure and inclusion of a financial maintenance covenant, recovery is above average. Moody's ratings and outlook are subject to review of final documentation. Assignments: Issuer: Fanatics Collectibles Intermediate Holdco, Inc. Corporate Family Rating, Assigned Ba3 Probability of Default Rating, Assigned B1-PD Senior Secured Multi Currency Revolving Credit Facility, Assigned Ba3 (LGD3) Senior Secured Term Loan A, Assigned Ba3 (LGD3) Outlook Actions: Issuer: Fanatics Collectibles Intermediate Holdco, Inc. Outlook, Assigned Stable RATINGS RATIONALE Fanatics Collectibles' Ba3 CFR reflects the company's low financial leverage with pro forma debt/EBTIDA of less than 1.5x for the year ended December 31, 2022, and its solid position in the domestic sports & entertainment (S&E) collectibles market and healthy geographic presence outside the US. The company benefits from Fanatics' ecommerce capabilities which positions the company well to benefit from the shift of consumer spending online. The exclusive long-term rights to sell cards for the MLB and exclusive rights with the NBA, NBPA and NFLPA (starting in 2026) further solidifies Fanatics Collectibles as a valuable partner to professional sports leagues. Fanatics Collectibles' very good liquidity reflects Moody's expectations for strong free cash flow over the next 12-18 months, pro forma balance sheet cash of over $150 million at the close of the transaction, and access to an undrawn $100 million revolver. The Ba3 CFR also reflects the all first lien structure and inclusion of a financial maintenance covenant, which along with the low leverage levels, drive a higher than average recovery estimate. The Ba3 CFR is constrained by the company's small scale, its niche product focus, and the discretionary nature of its products. Fanatics Collectibles is also exposed to inherent cyclicality in the S&E collectibles industry where demand can be impacted by the popularity of upcoming rookie athletes and sports tournaments, and pricing can be impacted by levels of supply. Interest in trading cards increased during the COVID-19 pandemic, with many consumers spending more time in their homes. Price appreciation in the secondary market has also been a driver of demand as well as the rise in popularity of Live Commerce ("breaking"). While a return to pre-pandemic operating performance is unlikely in the near term, Moody's believes that the inherent cyclicality in the industry remains which creates the potential for slower market growth or a potential temporary downturn in the future. Consumers will also face pressures from inflation, higher interest rates, and the lack of government stimulus. More normalized consumer spending patterns on other categories such as travel is also a risk given the more discretionary nature of trading cards. These credit negative factors are also the drivers of the assignment of a B1-PDR. The stable outlook reflects Moody's expectations that Fanatics Collectibles will maintain strong credit metrics and liquidity over the next 12-18 months. The Ba3 ratings on the term loan due 2028 and revolving credit facility due 2028 are in line with the corporate family rating as they reflect the preponderance of debt in the capital structure. The revolver and term loan are each guaranteed by all wholly owned domestic subsidiaries of the Borrower, subject to customary exceptions, and including Fanatics SPV LLC, a majority owned subsidiary of the Borrower, but excluding GC Packaging, LLC, a majority owned restricted subsidiary, and Fanatics Collectibles AD, Inc., a majority owned unrestricted subsidiary. The revolver and term loan are secured by a first priority perfected lien on substantially all assets of the borrower and guarantors as well as equity pledge of all first tier domestic subsidiaries, subject to customary exceptions. As proposed, the new senior secured first lien revolving credit facility is expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental debt capacity up to the greater of $300 million and 100% of pro forma Adjusted Consolidated EBITDA, plus unused capacity reallocated from the general debt basket, plus unlimited amounts subject to a first lien net leverage ratio of 5.25x for pari passu first lien debt. Amounts up to the greater of $300 million and 100% of Consolidated EBITDA, loans under an incremental facility structured as "term A loans", loans incurred with permitted acquisition/investment and customary bridge financings or escrow arrangements may be incurred with an earlier maturity date than the initial term loan. The credit agreement permits the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to the following "blocker" provisions: no restricted subsidiary that owns any intellectual property that is material to the business of the Borrower and its restricted subsidiaries taken as a whole (as determined in good faith by the Borrower) may be designated as "unrestricted." Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. There are no express protective provisions prohibiting an up-tiering transaction. The proposed terms and the final terms of the credit agreement may be materially different. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade to the rating is unlikely over the near-to-intermediate term given the company's limited revenue scale and product diversification relative to rated peers. Factors that could result in an upgrade include increased scale and product diversification while maintaining revenue and EBITDA growth as well as demonstrating low volatility in the industry such that debt/EBITDA is sustained below 2.5x and EBITA/interest sustained above 4x, with very good liquidity and free cash flow/debt sustained above 10%. The ratings could be downgraded if the company's operating performance or liquidity materially deteriorate, or financial strategies become more aggressive. Quantitatively, the rating could be downgraded if debt/EBITDA rises above 4x or EBITA/interest declines below 3x. An elimination of the financial maintenance covenant could also result in reduced recovery expectations and a downgrade to the CFR and instrument ratings. Fanatics Collectibles Intermediate Holdco, Inc. is a global consumer products company focusing on licensing, producing, designing, selling and manufacturing physical and digital trading cards, sports memorabilia and other digital assets for sports and entertainment properties. The company has exclusive rights to manufacture trading cards for Major League Baseball, which comprised around 53% of revenue in 2022, as well as other properties. The company also owns exclusive trading cards rights for the NBA, NBAPA and NFLPA that will begin in 2026. Fanatics Collectibles is an indirect subsidiary of Fanatics Holdings, Inc., which is privately owned by a consortium of investors including founder and CEO, Michael Rubin, who owns the majority of voting stock. Revenue for the year ended December 31, 2022 exceeded $950 million. The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. FARR LABORATORIES: Court OKs Interim Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Farr Laboratories, LLC to use cash collateral on an interim basis in accordance with the initial budget, with a 10% variance. The Debtor needs the use of cash collateral, nunc pro tunc from the Petition Date forward, in order to reorganize its debt and to move forward with its business. As previously reported by the Troubled Company Reporter, the Debtor contracts with third-party Graminex, L.L.C. located in Saginaw, Missouri, for the manufacturing of supplements, and third-party Imagine Fulfillment Services, LLC located in La Mirada, California, for warehousing and order fulfillment services for the Supplements. On April 1, 2021, the Debtor entered into a revolving loan agreement with Michael Reinstein, whereby the Lender agreed to extend to the Debtor, in one or more draws, an amount not to exceed the principal amount of $320,000. Effective April 19, 2021 and in connection with the Revolving Loan Agreement, the Debtor executed a promissory note in the amount of $305,136 payable to the Lender. On March 1, 2023, the Debtor entered into the First Amended Revolving Loan Agreement with the Lender which increased the Maximum Loan Amount to $400,000 and extended the maturity date to August 1, 2023. On March 1, 2023, the Debtor executed a promissory note in the amount of $58,738 payable to the Lender. The Lender filed a UCC-1 financing statement securing all amounts due under the Loan Documents. The UCC secures all of the Debtor's assets. As of March 21, 2023, the balance owed to the Lender under the Loan Documents was approximately $363,874. As adequate protection for the use of cash collateral on an interim basis, any party with valid, binding, enforceable, and perfected security interest in cash collateral as of the Petition Date will receive a valid, binding, enforceable, and properly perfected security interest in the form of a replacement lien of the same extent, priority, and validity as existed pre-petition, provided, however, that any replacement lien is subject to disgorgement if lien is avoided or recharacterized. A final hearing on the matter is set for April 19, 2023 at 3 p.m. A copy of the order is available at https://bit.ly/40xw7KD from PacerMonitor.com. A copy of the budget is available at https://bit.ly/42TjCdP from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $81,714 for April 2023; $81,482 for May 2023; and $120,044 for June 2023. About Farr Laboratories, LLC Farr Laboratories, LLC is in the vitamin and supplement business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10347) on March 23, 2023. In the petition signed by Frederick Reinstein, its member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Karen B. Owens oversees the case. Daniel K. Astin, Esq., at Ciardi Ciardi & Astin, represents the Debtor as legal counsel. FARR LABORATORIES: Seeks Chapter 11 to Stop Lawsuit --------------------------------------------------- Farr Laboratories LLC filed for chapter 11 protection in the Middle District of Florida. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. Headquartered in Santa Monica, California, the Debtor produces evidence-based supplements to address, inter alia: (i) symptoms associated with Non-Bacterial Chronic Prostatitis (Category III Prostatitis), also known as Chronic Prostatitis/Chronic Pelvic Pain Syndrome (CP/CPPS), Interstitial Cystitis (Painful Bladder Syndrome), and Vulvodynia; (ii) the existence of colon polyps and to promote overall colon health; (iii) Benign Prostatic Hyperplasia (BPH); (iv) maintaining proper cholesterol levels and support a healthy heart; and (v) promoting bladder, urinary and immune health (collectively, the "Supplements"). The Debtor contracts with third-party Graminex, L.L.C. located in Saginaw, Missouri for the manufacturing of the Supplements, and third-party Imagine Fulfillment Services, LLC located in La Mirada, California for providing warehousing and order fulfillment services for the Supplements. On April 1, 2021, the Debtor entered into a revolving loan agreement with Michael Reinstein (the "Lender"), whereby the Lender agreed to lend the Debtor, in one or more draws, an amount not to exceed the principal amount of $320,000, which was increased to $400,000 on March 1, 2023. As of March 21, 2023, the balance owed to the Lender under the Loan Documents was approximately $363,874. The Debtor is facing a severe liquidity crisis due to circumstances surrounding defending the ongoing lawsuit captioned Triurol, Inc., et al. v. Farr Laboratories, LLC, et al., Superior Court, County of Los Angeles, Case No. SC123657 (the "State Court Action"). A jury trial was scheduled in the State Court Action for March 27, 2023. According to court filings, Farr Laboratories estimates $1 million to $10 million in debt to 1 to 49 creditors. The petition states that funds will not be available to unsecured creditors. About Farr Laboratories Farr Laboratories, LLC is in the vitamin/supplement business. Farr Laboratories sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10347) on March 23, 2023. In the petition signed by Frederick Reinstein, member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Karen B. Owens oversees the case. Daniel K. Astin, Esq., at Ciardi Ciardi & Astin, is the Debtor's legal counsel. FINTHRIVE SOFTWARE: S&P Downgrades ICR to 'CCC+', Outlook Stable ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on FinThrive Software Intermediate Holdings Inc. to 'CCC+' from 'B-'. S&P also lowered its issue-level rating on the company's first-lien term loan to 'CCC+' from 'B-'. The '3' recovery rating remains unchanged, indicating its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a default. The stable outlook on FinThrive reflects S&P's view that its liquidity sources will be sufficient to cover its operational needs over the next 12 months despite its forecast of elevated funded leverage and free operating cash flow (FOCF) deficits in 2023. The company's elevated fixed charges could leave it with limited cushion to manage operating challenges. This interest burden will cause the company's free cash flows to remain negative likely into 2024 and leverage to remain high. These factors are somewhat offset by a meaningful cash balance, which should support the cash flow deficit over the next 12 months and enable the company to drive revenue growth as its sales force matures. Higher interest costs will continue to erode liquidity. S&P said, "With its $1.9 billion of unhedged floating rate debt and the Federal Reserve continuing to raise benchmark rates and warning they may remain elevated, we believe FinThrive is dependent upon favorable business and economic conditions to meet its financial commitments. Nevertheless, we continue to expect the company will have adequate liquidity in 2023. We estimate the company's fixed charges to be around $250 million, which includes about $190 million of interest expense in 2023, $14 million of debt amortization, and about $40 million of capital expenditure (capex). Between its reported EBITDA of about $170 million in 2023, a cash balance of $120 million as of September 2022, and an undrawn bank line of $150 million, we expect the company will likely be able to cover its fixed charges for the next 12 months." S&P said, "We believe there remains execution risk to drive profitability and to meet fixed costs. We expect the company to grow revenue at low single digits in 2023 as time to train new sales representatives and turn bookings into revenue weighs down 2023 growth. Additionally, softer bookings in legacy FinThrive's fixed-fee structured contracts, which are more difficult to sell during economic uncertainty than contracts contingent on collections, may also hamper revenue expectations. Lack of resources at hospitals may also continue to impair the customers' ability to implement and use the company's software quickly. We expect elevated costs in 2023 resulting from restructuring costs related to integration of acquisitions to subside by 2024 and expect the company to focus on making working capital a source of cash generation to slightly mitigate the cash flow deficits. We also expect the company to spend $5 million-$10 million on a new contract with Microsoft Azure to move its products to the cloud in 2023. While we view this favorably, in the short term we believe it provides an additional layer of operational risk. With the majority of cost savings from the integration of TransUnion and Pelitas already actioned, we do not believe there is material upside to our base-case forecast. "We continue to believe the company is well positioned in the market, with strong retention rates and recurring revenue.We believe the company benefits from significant recurring revenues due to its fixed-fee subscription revenue (rather than transaction volume-based revenue) and strong retention rates that will likely result in strong EBITDA margins .FinThrive contracts are structured for 3-5 years with auto-renewals. While many revenue cycle management (RCM) companies have a percentage-of-collection fee structure, FinThrive has about 55% of its revenue on a fixed-fee basis, and thus not tied to a dollar amount or transaction volume. The remaining 45% of subscription revenue is transactional but has a similar predictability and retention profile as the fixed-fee revenue. We view FinThrive's business model as competitive, given that it is not very exposed to the labor-intensive RCM services and the associated EBITDA volatility. The fixed-fee model also shelters the company somewhat from volume fluctuations among its customers, protecting its downside risk but also possibly limiting its upside potential. Nevertheless, we believe fixed-fee models may be more difficult to sell to customers during periods of economic uncertainty, especially those scrutinizing their costs and spending, than the percentage-of-collections alternative, which advertises itsrisk-sharing nature. "The stable outlook on FinThrive reflects our expectation its liquidity sources will be sufficient to cover its operational needs over the next 12 months despite our forecast of elevated funded leverage and FOCF deficits over 2023. "We could lower the rating if we expect FinThrive's liquidity position to erode below our expectation of its annual liquidity needs or if we expect a debt restructuring within the next 12 months." This could result if the company is unable to sustainably grow revenues due to economic challenges or sales force performance and reduce costs (particularly one-time costs) such that its FOCF continue to remain negative. An upgrade is contingent on FinThrive's exhibiting improved operating performance that translates into growing revenues, EBITDA, and cash flows such that S&P expects cash flows to remain sustainably positive. ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." FONDUE 26: Seeks to Hire Penachio Malara as Bankruptcy Counsel -------------------------------------------------------------- Fondue 26, LLC, dba the Ainsworth, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Penachio Malara, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) assisting the Debtor in administering its bankruptcy proceeding, preparing operating reports and complying with applicable law and rules; (b) reviewing and resolving claims which should be disallowed; (c) assisting in the sale of the Debtor's apartment units; and (d) assisting in reorganizing and confirming a Chapter 11 plan or implementing an alternative exit strategy. The firm intends to bill the Debtor at the following rates: Anne Penachio, Esq. $495 per hour Francis Malara, Esq. $400 per hour Paralegal $225 per hour In addition, the firm will seek reimbursement for its out-of-pocket expenses. The firm received a retainer in the amount of $5,000. Anne Penachio, Esq., a partner at Penachio Malara, 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 through: Anne Penachio, Esq. Penachio Malara, LLP 245 Main Street-Suite 450 White Plains, NY 10601 Phone: (914) 946-2889 Email: frank@pmlawllp.com About Fondue 26 Fondue 26, LLC operates sports bar, restaurant, and private event venues. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10306) on March 2, 2023. In the petition signed by Matthew Shendell, managing member, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Martin Glenn oversees the case. Anne Penachio, Esq., at Penachio Malara, LLP, represents the Debtor as legal counsel. FORMA BRANDS: Purchased by Lenders for $690 Million --------------------------------------------------- Kevin Simauchi of Bloomberg Law reports that Forma Brands, the bankrupt owner of the Morphe makeup brand, reached an agreement with lenders Jefferies Finance LLC and Cerberus Capital Management to be acquired in exchange for $690 million in debt relief, according to a court filing. No better bids emerged during the company's Chapter 11 proceedings, bankruptcy court papers show. About FORMA Brands FORMA Brands -- https://www.FORMABrands.com/ -- is a builder of beauty brands anchored in innovative and high-quality products, marketing and operations. Each brand showcases differentiated products and a unique story, addressing different segments of the beauty market, while embracing many forms of beauty. The Company's products are sold through the top beauty retailers worldwide, including Ulta Beauty, Sephora, Mecca, Douglas, Selfridges, and Target. Forma Brands LLC, its parent FB Debt Financing Guarantor, LLC (f/k/a Morphe Debt Financing Guarantor, LLC), and several affiliates sought Chapter 11 protection in Delaware on Jan. 11 and 12, 2023. The lead case is in re FB Debt Financing Guarantor, LLC (Bankr. D. Del. Case No. 23-10025). The Debtors estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Debtors tapped ROPES & GRAY LLP as general bankruptcy counsel; BAYARD, P.A. as Delaware counsel; and CONFIGURE PARTNERS, LLC as investment banker. ANKURA CONSULTING GROUP, LLC, is the CRO provider and financial advisor. KROLL, LLC, is the claims agent. FTX GROUP: SBF Questions Validity of Post-Extradition Charges ------------------------------------------------------------- Ava Benny-Morrison of Bloomberg Law reports that lawyers for Sam Bankman-Fried will challenge the validity of new charges filed in New York against the FTX co-founder since he was extradited to the U.S. from the Bahamas. Bankman-Fried appeared Thursday in federal court in Manhattan and pleaded not guilty to five new charges, including campaign finance violations and bribery, bringing the total to 13. Prosecutors have filed two superseding indictments since he was first charged in December, after the collapse of the cryptocurrency exchange a month earlier. His attorney is white-collar crime specialist Mark S. Cohen. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GAMESTOP CORP: Incurs $313.1 Million Net Loss in Fiscal 2022 ------------------------------------------------------------ GameStop Corp. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $313.1 million on $5.92 billion of net sales for the fiscal year ended Jan. 28, 2023, compared to a net loss of $381.3 million on $6.01 billion of net sales for the fiscal year ended Jan. 29, 2022. As of Jan. 28, 2023, the Company had $3.11 billion in total assets, $1.79 billion in total liabilities, and $1.32 billion in total stockholders' equity. In fiscal 2022, cash flows provided by operating activities were an inflow of $108.2 million, compared with an outflow of $434.3 million in fiscal 2021. The increase in cash provided by operating activities during fiscal 2022 was primarily due to a reduction in merchandise inventory levels and collection of $176.0 million in tax refunds, partially offset by the impact of the Company's net loss. In fiscal 2022, cash flows used in investing activities were an outflow of $222.7 million compared to an outflow of $64.8 million in fiscal 2021. Cash used in investing activities during fiscal 2022 was primarily attributable to purchases of marketable securities and ongoing technological investments, partially offset by proceeds from the sale of digital assets and proceeds from the maturity of marketable securities. Cash used in investing activities during fiscal 2021 was primarily attributable to technological investments, and investments in the Company's fulfillment operations. In fiscal 2022, cash flows from financing activities were an outflow of $7.9 million compared to an inflow of $1.2 billion in fiscal 2021. Cash used in financing activities in fiscal 2022 was primarily attributable to settlement of stock-based awards. Cash provided by financing activities during fiscal 2021 was primarily due to the sale of shares of the Company's common stock in connection with the ATM transactions for aggregate net proceeds of approximately $1.7 billion. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001326380/000132638023000019/gme-20230128.htm 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. GameStop reported a net loss of $215.3 million in 2020, a net loss of $470.9 million in 2019, and a net loss of $673 million in 2018. As of Oct. 29, 2022, the Company had $3.32 billion in total assets, $2.07 billion in total liabilities, and $1.24 billion in total stockholders' equity. GOLDEN SEAHORSE: Seeks to Extend Plan Exclusivity to June 27 ------------------------------------------------------------ Golden Seahorse LLC asks the U.S. Bankruptcy Court for the Southern District of New York to extend the periods during which it has the exclusive right to file a chapter 11 plan to June 27, 2023, and to solicit acceptances thereof to August 26, 2023. The current deadline for filing and soliciting acceptances of the Debtor’s plan is March 29, 2023 and May 28, 2023, respectively. The Debtor explained that while it is optimistic that it can accomplish its restructuring goals and propose a chapter 11 plan that will maximize recoveries of all of its stakeholders, it needs an extension of the exclusive periods to accomplish these goals. Golden Seahorse LLC is represented by: Scott S. Markowitz, Esq. Alex Spizz, Esq. Rocco Cavaliere, Esq. TARTER KRINSKY & DROGIN LLP 1350 Broadway, 11th Floor New York, NY 10018 Tel: (212) 216-8000 Email: smarkowitz@tarterkrinsky.com aspizz@tarterkrinsky.com rcavaliere@tarterkrinsky.com About Golden Seahorse Golden Seahorse LLC, doing business as Holiday Inn Manhattan Financial District, operates the Holiday Inn hotel, which is a full-service hotel located at 99 Washington St., New York. It also owns an adjacent neighboring property at 103 Washington St., New York, whereby it leases space to Amazon Restaurant and Bar (doing business as St. George Tavern). The Debtor believes the value of the hotel is at least $165 million, an amount greater than the $137.2 million in principal, together with accrued interest, due pre-bankruptcy lenders. Golden Seahorse sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-11582) on Nov. 29, 2022. In the petition signed by Jubao Xie, managing member of Hysendal USA, LLC, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Philip Bentley oversees the case. Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, is the Debtor's counsel. GONZALES COMMERCIAL: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Gonzales Commercial Electric-Central Texas 480 S. FM 1601 East Adkins TX 78101 Chapter 11 Petition Date: April 3, 2023 Court: United States Bankruptcy Court Southern District of Texas Case No.: 23-31185 Judge: Hon. Marvin Isgur Debtor's Counsel: Marcellous S. McZeal, Esq. GREALISH MCZEAL PC 700 Louisiana Street, 48th Fl Houston, Texas 77002 Tel: 713-255-3234 Email: mmczeal@grealishmczeal.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Robert Gonzales as owner. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LEI4W7Y/Gonzales_Commercial_Electric-Central__txsbke-23-31185__0001.0.pdf?mcid=tGE4TAMA GONZALES SOUTH: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Gonzales South Texas Electric d/b/a Gonzales Commercial Electric, Inc. 2520 Farrell Rd. Houston, TX 77073 Chapter 11 Petition Date: April 3, 2023 Court: United States Bankruptcy Court Southern District of Texas Case No.: 23-31184 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Marcellous S. McZeal, Esq. GREALISHMCZEAL PC 700 Louisiana Street, 48th Fl. Houston TX 77002 Tel: 713-255-3234 Email: mmczeal@grealishmczeal.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $10 million to $50 million The petition was signed by Robert Gonzales as owner. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Z2OXY6Q/Gonzales_South_Texas_Electric__txsbke-23-31184__0001.0.pdf?mcid=tGE4TAMA GRANDOTE INVESTMENTS: Commences Subchapter V Bankruptcy Proceeding ------------------------------------------------------------------ Grandote Investments TN LLC filed for chapter 11 protection in the Middle District of Tennessee. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. The Debtor is in the business of owning and contracting for the development of residential real estate in Nashville and the immediate surrounding area. According to court filings, Grandote Investments TN LLC estimates between $10 million and $50 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for April 21, 2023 at 1:00 p.m. in Room Telephonically on telephone conference line: 877-934-2472 (participant passcode: 8613356#). About Grandote Investments TN Grandote Investments TN LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-01052) on March 23, 2023. In the petition filed by Brian Layton, as member, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Randal S. Mashburn handles the case. The Debtor is represented by: R. Alex Payne, Esq. Dunham Hildebrand, PLLC 1515 Ashwood Avenue Nashville, TN 37212 Tel: 629-777-6529 Fax: 615 777 3765 Email: alex@dhnashville.com GREELY LAND: Has Deal on Cash Collateral Access Thru April 30 ------------------------------------------------------------- Greeley Land, LLC and creditors Pathfinder 501, LLC and Pathfinder Crismon, LLC advised the U.S. Bankruptcy Court for the District of Colorado that they have reached an agreement regarding the Debtor's use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. The parties agreed the Debtor may use cash collateral to continue operating its student housing complex in accordance with a budget, with a 15% variance, from April 1 to 30, 2023. Pathfinder 501 asserts a senior security interest in all the Debtor's assets pursuant to a Deed of Trust, Assignment of Rents, and Security Agreement. Crismon also asserts an interest in the cash collateral that is junior to 501's interest pursuant to a Deed of Trust, Assignment of Rents, and Security Agreement. The Loan matured on November 1, 2021. On October 20, 2022, Pathfinder filed a Complaint and Verified Ex Parte Motion for Order Appointing Receiver in the District Court for Weld County, Case No. 2022CV30788. On October 24, 2022, the State Court appointed Randel Lewis of Foundation, Ltd. as Receiver. The Receiver did not take possession of the Property and instead managed the Debtor's cash, working with the Debtor's property management team. Specifically, the Receiver did not replace the Debtor's employees so the Debtor has continued to use its same property management company. Crismon sought to foreclose on the Property. In accordance with Colorado law, the foreclosure sale date was set for December 14, 2022 at 10 a.m. Before the foreclosure sale, the Debtor filed for protection under Chapter 11 of the Bankruptcy Code and initiated the bankruptcy case. The Receiver was not in possession of the Property on the Petition Date, but he was (and remains) in possession of the Debtor's cash. On December 19, 2022, the Debtor filed a Motion to Compel Turnover of Property by the Receiver. There were no objections to the motion. On January 4, 2023, the Receiver filed his Notice pursuant to 11 U.S.C. section 543(b), in which he stated he has turned over and delivered to the Debtor all property of the Debtor held by or transferred to the Receiver. According to the accounting filed in connection with the notice, the Receiver turned over the Debtor's cash by sending the Debtor a check on January 4, 2023, which the Debtor deposited in its bank account. A copy of the stipulated motion is available at https://bit.ly/3MpWBcT from PacerMonitor.com. A copy of the budget is available at https://bit.ly/42Z2ALc from PacerMonitor.com. The Debtor projects $98,790 in total revenue and $99,845 in total operating expenses. About Greeley Land, LLC Greeley Land, LLC, an apartment building operator, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 22-14864) on Dec. 13, 2022, listing $10 million to $50 million in both assets and liabilities. Judge Michael E. Romero presides over the case. Michael J. Pankow, Esq., and Amalia Y. Sax-Bolder, Esq., at Brownstein Hyatt Farber Schreck, LLP are the Debtor's bankruptcy attorneys. GREENHILL & CO: Moody's Lowers CFR & Senior Secured Debt to B1 -------------------------------------------------------------- Moody's Investors Service downgraded to B1 from Ba3 the senior secured debt rating and corporate family rating of Greenhill & Co., Inc. Greenhill's outlook remains negative. RATINGS RATIONALE The rating action reflects the growing refinancing risk which Greenhill is facing in light of its upcoming April 2024 loan maturity as well as a more challenging operating and market environment. Despite a robust pipeline of M&A transactions on which it is advising, heightened market volatility and a regulatory challenge for one deal has led to a slowdown in deal completions. As a result, Greenhill's financial performance in 2022 was weaker than expected, with pre-tax earnings of only $5.1 million, EBITDA of $30.4 million and a pre-tax margin of 2.0% (all on a Moody's-adjusted basis). In addition, while completion of the delayed transactions will likely boost first half of 2023 results compared with the first half of 2022, the outlook for the remainder of 2023 is less assured given the uncertain economic environment, fragile investor confidence, and the risk that financial conditions will remain tight for a longer period of time. Moody's said it had expected Greenhill's $272 million senior secured term loan to be refinanced or extended shortly following the release of its full-year 2022 results. While the firm has suspended most share buybacks in order to bolster its liquidity, it does not have the ability to repay the loan in full out of its existing cash on hand and expected cash flow generation over the coming year, prior to the loan's April 2024 maturity. The delay in refinancing or extending the loan, especially in the current environment where financial conditions are more volatile and could make a successful refinancing or loan extension more challenging, reflects a weakness in liquidity management which had previously not been incorporated into the firm's rating. Accordingly, said Moody's, corporate governance was a key driver in the firm's downgrade. Moody's has introduced a one-notch downward notching adjustment for liquidity management in deriving Greenhill's ratings, in order to reflect the increased risk posed to creditors by the firm not having already extended or refinanced its senior secured term loan. Moody's has maintained Greenhill's ESG credit impact score at CIS-3 and its governance issuer profile score at G-3, with such scores continuing to reflect the negative impact which Greenhill's financial strategies on leverage and liquidity management have on its ratings. The B1 ratings also incorporate Moody's expectation that Greenhill's variable compensation model and its growing restructuring business will help ameliorate a portion of the revenue pressures that could arise in 2023 due to the adverse impact on M&A activity from the global economic slowdown and heightened levels of market volatility. The rating agency also noted that Greenhill's advisory business is less dependent upon sponsor-driven M&A activity which in the current operating environment has been challenged by wider credit spreads and more limited financing availability. As a result, even though Greenhill lacks the scale and diversification of many other advisory firms, which in some environments could lead to greater earnings and cash flow generation volatility than peers, Moody's expects that Greenhill's lower reliance on sponsor-driven activity and its traditional strength in advising large-cap investment grade corporates should lead to a more modest decline in advisory revenues during the current downturn than at many of its peers. Moody's said that Greenhill's B1 senior secured debt rating remains at the same level as its B1 CFR because Greenhill does not have any other issued debt in its capital structure, that otherwise might be subordinate to its senior secured debt. Moody's said Greenhill's negative outlook reflects the risk that the firm's creditworthiness could further deteriorate should it not extend or refinance its senior secured debt, giving the debt's looming maturity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Greenhill's ratings are unlikely to be upgraded if it has not successfully refinanced or extended its existing term loan debt maturity. Following a successful refinancing or extension, Greenhill's ratings could be upgraded should its capital allocation policies shift in favor of creditor interests, and should it sustain debt/EBITDA on a Moody's adjusted basis below 5.0x, annual pre-tax earnings above $30 million and a pre-tax margin above 15%. Greenhill's ratings will likely be downgraded should it not refinance or extend its existing term loan debt maturity at reasonable terms by fall of 2023. The company's ratings could also be downgraded should either its debt/EBITDA on a Moody's adjusted basis remain above 6.0x or its pre-tax margin remain below 12% on a prolonged basis, if the firm's compensation costs as a percentage of revenues remain above management's target range, or should there be a departure of key personnel. Greenhill is a New York-headquartered financial advisory firm. The firm's specialization is in M&A advisory, and it also operates a restructuring advisory business and a capital advisory segment. Greenhill reported $258 million in revenues in 2022. The principal methodology used in these ratings was Securities Industry Service Providers Methodology published in November 2019. LIST OF AFFECTED RATINGS Issuer: Greenhill & Co., Inc. Downgrades: Corporate Family Rating, Downgraded to B1 from Ba3 Senior Secured 1st Lien Bank Credit Facility, Downgraded to B1 from Ba3 Outlook Actions: Outlook, Remains Negative GREENIDGE GENERATION: Appoints Jordan Kovler to Board of Directors ------------------------------------------------------------------ Greenidge Generation Holdings Inc. has appointed Jordan Kovler, a seasoned leader in investor relations and corporate governance with two decades of leadership at advisory firms, to its Board of Directors, effective March 22, 2023. Throughout his career, Mr. Kovler has designed and implemented solutions to special corporate situations, consulting on contested board elections, mergers and acquisitions, investor relations, and corporate governance and communications practices. In 2016, he co-founded a consulting and proxy solicitation firm, HKL & Co., LLC. The firm provides strategic counsel for issuers and investors, and call center services focused predominantly on large municipalities. Most recently, he has worked with numerous Web3 companies, serving in advisory roles at Genesis Block, Tactical Block Ventures and others. Passionate about stakeholder engagement and transparency, Mr. Kovler is highly regarded in the Web3 space due to his thoughtful approach to growing and managing companies. Previously, he worked at D.F. King & Co., Inc. a proxy solicitation firm, in progressively senior roles, including as senior vice president. "Jordan brings much more than an impressive track record in investor relations - he brings an authentic, contagious passion for innovation and stakeholder outreach," said Dave Anderson, Greenidge's chief executive officer. "At this moment in our journey, we are moving past the recent challenges that confronted the crypto industry and solidifying our position, and Jordan's decision to join our Board further demonstrates why we are so optimistic about our future." "Greenidge has an exceptional reputation in the cryptocurrency industry, making this a very compelling opportunity," said Mr. Kovler. "I look forward to helping Greenidge’s Board build upon its momentum." A frequent speaker on investor relations and corporate governance, Mr. Kovler is also an active member of his community, volunteering for numerous nonprofits. He holds a Bachelor of Arts in economics from Trinity College in Hartford, CT. About Greenidge Generation Headquartered in Fairfield, CT, Greenidge Generation Holdings Inc. (NASDAQ: GREE) -- www.greenidge.com -- is a vertically integrated cryptocurrency datacenter and power generation company. Greenidge reported a net loss of $44.48 million in 2021, compared to a net loss of $3.29 million in 2020. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $131.49 million. GROM SOCIAL: Stockholders Approve Private Investment Proposal ------------------------------------------------------------- Grom Social Enterprises, Inc. held a special meeting of stockholders virtually, via live webcast at which the stockholders: (1) approved a private investment in public equity financing pursuant to the terms of the Securities Purchase Agreement, dated Jan. 25, 2023, as amended, which would result in the issuance of securities that will exceed 20% of the Company's outstanding shares of common stock at a price less than the Minimum Price as defined by and in accordance with Nasdaq Listing Rule 5635(d); and (2) approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Nasdaq Proposal. About Grom Social Enterprises Inc. Boca Raton, Florida-based Grom Social Enterprises, Inc. -- http://www.gromsocial.com-- is a media, technology and entertainment company focused on delivering content to children under the age of 13 years in a safe secure Children's Online Privacy Protection Act ("COPPA") compliant platform that can be monitored by parents or guardians. Grom Social reported a net loss of $10.22 million for the year ended Dec. 31, 2022, compared to a net loss of $5.74 million for the year ended Dec. 31, 2021. In its Quarterly Report filed on November 7, 2022, Grom Social Enterprises, Inc. said, "We believe that based on our current operating levels that we will need to raise additional funds by selling additional equity or incurring debt. To date, we have funded our operations primarily through sales of our common stock in public markets and proceeds from the exercise of warrants to purchase common stock and the sale of convertible notes. We have a substantial doubt about the our ability to continue as a going concern for the twelve months from the date of this report." GWG HOLDINGS: Judge Says Plan Disclosure Has Too Little Info ------------------------------------------------------------ Rick Archer of Law360 reports that a Texas bankruptcy judge told life-insurance-backed bond seller GWG Holdings Inc. Tuesday, March 28, 2023, that it needs to provide bondholders more information about their potential recoveries before he can approve sending its Chapter 11 plan out for a vote. Following a hearing on March 31, 2023, the Court ordered that: * The Debtors shall file a revised Disclosure Statement no later than 11:59 a.m. prevailing Central Time on April 17, 2023. * The description of the potential claims and causes of action the Debtors' estates hold against any third party and potential recoveries associated therewith, and any related disclosures contained in the supplemental materials to be filed by the Debtors (including in any amended Disclosure Statement containing such descriptions and related disclosures) are being provided pursuant to express direction of the Court. * The hearing on the Disclosure Statement Motion shall be heard by the Court on April 19, 2023 at 2:00 p.m. prevailing Central Time. * The hearings on the Exclusivity Motion, Compensation Motion , and Standing Motion are continued to April 19, 2023 at 2:00 p.m. prevailing Central Time for a status confer About GWG Holdings Inc. Headquartered in Dallas Texas, GWG Holdings, Inc. (NASDAQ: GWGH) conducts its life insurance secondary market business through a wholly-owned subsidiary, GWG Life, LLC, and GWG Life's wholly-owned subsidiaries. GWG Holdings Inc. and affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Lead Case No. 22-90032) on April 20, 2022. In the petition filed by Murray Holland, president and chief executive officer, GWG Holdings disclosed between $1 billion and $10 billion in both assets and liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Mayer Brown, LLP, and Jackson Walker, LLP, as bankruptcy counsels; Tran Singh, LLP as special conflicts counsel; FTI Consulting, Inc., as financial advisor; and PJT Partners, LP as investment banker. Donlin Recano & Company is the Debtors' notice and claims agent. National Founders LP, a debtor-in-possession (DIP) lender, is represented by Michael Fishel, Esq., Matthew A. Clemente, Esq., and William E. Curtin, Esq., at Sidley Austin, LLP. The U.S. Trustee for Region 7 appointed an official committee to represent bondholders in the Debtors' cases. The committee tapped Akin Gump Strauss Hauer & Feld, LLP and Porter Hedges, LLP as legal counsel; Piper Sandler & Co. as investment banker; and AlixPartners, LLP, as financial advisor. IKON WEAPONS: Palmetto Buying Substantially All Assets for $1.2MM ----------------------------------------------------------------- Ikon Weapons, LLC, asks the U.S. Bankruptcy Court for the Western District of North Carolina to approve the sale of substantially all of its assets to Palmetto State Armory, LLC, or its designee for $1.2 million, free and clear of all liens, claims, interests, and encumbrances. On Sept. 21, 2022, PSA filed an Adversary Proceeding against the Debtor in the Bankruptcy Court which bears Case No. 22-02021 ("AP") asserting various claims as currently sought in the Amended Complaint filed on Oct. 19, 2022 and the pending Second Amended Complaint. On Nov. 14, 2022, PSA filed that certain proof of claim filed against the Debtor ("PSA Claim"). The Debtor filed an answer to the Complaint on Dec. 19, 2022, and based upon the disputed amount of the PSA Claim, asserted a counterclaim objecting to the PSA Claim. PSA has also brought actions in state court entitled Palmetto State Armory, LLC v. Suliban Deaza, et al., Meck Co. 23-CVS-1741 and Palmetto State Armory, LLC v. Suliban Deaza, et al., 22-CP-32-02241. The Debtor is the owner of certain real property located at (i) 234 Liberty Hill Church Rd., Mt. Gilead, NC 27306 ("IKON 2") and (ii) 202 NC HWY 24-27 Albermarle, NC 28001 ("IKON 3"). Following the Plan filing, the Debtor tested the marketplace by solicitation and marketing of the assets and it received multiple inquiries regarding the purchase of the assets. Prior to receiving the Offe, the Debtor was focused on reorganization and filed Plans. However, due to factors beyond its control as well as increased administrative expense costs, the chances of a viable plan of reorganization became slim. So, the Debtor focused its efforts on finding a purchaser of its business and assets. Consequently, subject to the Court's approval, the Debtor has received a commercially reasonable cash offer for the purchase of the Assets from PSA in the amount of $1.2 million. Excluded from the sale are IKON 2, IKON 3 and the Chapter 5 avoidance actions against IZOP-K, D.O.O. for certain deposits and payments made to IZOP-K prepetition for products never delivered to the Debtor. PSA furnished a good faith deposit in the amount of $500,000 deposited to and currently being maintained in its counsel's trust account. The Debtor believes the offer from PSA equals or exceeds any offer which it might otherwise receive in a liquidation of the assets by public auction. The Debtor’s senior secured creditor is the United States Small Business Administration, secured by a lien evidenced by UCC File No. 20210051331K, filed on April 21, 2021. Upon further information and belief, pursuant to the filed UCC Financing Statement, the purported senior secured creditor is allegedly secured by interests in the Assets. Upon information and belief, the remaining creditor, Geneva Capital, holds an interest in an equipment lease (which the Debtor plans on rejecting) and is not a purchase money security interest in the collateral listed in the UCC File No. 20220017618M. The Cash Payment will permit the Debtor to pay allowed claims of secured creditors in full, priority tax claimants in full (which is estimated to be approximately $55,000), as well as the lien's share of administrative expense. The Debtor anticipates liquidating the Excluded Assets to pay remaining administrative expense claims and a distribution to general unsecured creditors. The Assets will be sold and conveyed to PSA free and clear of any and all liens, claims, encumbrances and interests. The liens, claims, encumbrances and interests will attach to the proceeds of the sale. Upon information and belief, the Trustee and the Bankruptcy Administrator support the terms of the Sale. The Debtor and PSA have each determined that their respective best interests are served by settling on the terms and conditions set forth in the Settlement Agreement. The terms of the Settlement Agreement, are as follows: a. In consideration for the mutual releases and consideration paid at closing, the Debtor will sell to PSA and PSA will purchase from it the Assets for a cash purchase price in the amount of $1.2 million, subject to certain adjustments, inclusive of a good-faith deposit of $500,000, along with a credit bid in the amount of $1.8 million for the purchase of the Gun Kits; b. PSA will receive good and marketable title to the Assets free and clear of any liens, security interests, encumbrances, or other adverse claims; c. PSA will waive distribution from the bankruptcy estate on the PSA Claim; d. PSA will immediately begin securing the Assets consistent with the terms of the Final Cash Collateral Order entered in the matter on March 6, 2023; e. A closing of the sale and payment of the remainder of the Cash Payment will occur within 10 days after the entry of an Order approving the Motion and all obligations of the Buyer and Seller as conditions to closing, as set forth in the APA, have been fully satisfied. f. Within five days after receipt of the Payment, in good funds, the PSA and Debtor will file a Voluntary Dismissal with Prejudice of the Adversary Proceeding, and Voluntary Dismissal with Prejudice of the State Court Actions; and g. The Settlement Agreement resolves all claims between PSA and Debtor in the Base Case, AP, and State Court Actions, as well as resolving certain other claims asserted by PSA against Suliban Esteban Deaza and Ashley Dingle Deaza in Palmetto State Armory, LLC v. Suliban Deaza, et al., Meck Co. 23-CVS-1741. h. The Settlement Agreement (along with the APA) are conditioned upon approval of the Court. The Debtor and PSA were prepared to proceed with litigating the various claims and contested matters raised in the AP and this base case. Nevertheless, based upon the uncertainty of outcome along with the attendant costs and risk associated with litigating and defending the substantive claims and contested matters, the Parties entered into a settlement agreement, subject to the Court's approval, on March 27, 2023. The intention of the Settlement Agreement was to resolve the disputes between the Debtor and PSA, the claims asserted in the base case, the AP, and the State Court Actions, as well as certain other claims set forth in the Settlement Agreement. The Debtor respectfully requests that the Court enters an order granting the relief requested and such other and further relief as is just and proper. It asks the Court to waive any stay that would otherwise be applicable to the immediate effectiveness of the order approving the sale pursuant to Bankruptcy Rule 6004(h). A copy of the Sale Agreement is available at https://tinyurl.com/48ndwuff from PacerMonitor.com free of charge. About Ikon Weapons, LLC Ikon Weapons, LLC operates as weapon manufacturer, purchaser, and importer. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 22-30424) on September 2, 2022. In the petition signed by Suliban Deaza, member manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Benjamin A. Kahn oversees the case. John C. Woodman, Esq., at Essex Richards, P.A. is the Debtor's counsel. IMMANUEL SOBRIETY: Has Deal on Cash Collateral Access ----------------------------------------------------- Immanuel Sobriety, Inc. and the U.S. Small Business Administration advised the U.S. Bankruptcy Court for the Central District of California, Riverside Division, that they have reached an agreement regarding the Debtors' use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. The Debtor requires the use of cash collateral on an ongoing basis to maintain its business operations. On June 23, 2020, the Debtor executed an SBA Note, pursuant to which the Debtor obtained a COVID-19 Economic Injury Disaster Loan in the amount of $150,000. On December 5, 2021, the Debtor executed a First Modification of Note, pursuant to which the Debtor increased the Original SBA Loan to a cumulative amount of $355,600. On February 2, 2022, the Debtor executed a Second Modification of Note, pursuant to which the Debtor increased the Modified SBA Loan to a final cumulative amount of $500,000. The terms of the Second Modified Note require the Debtor to pay principal and interest payments of $2,157 every month beginning 24 months from the date of the Second Modified Note over the 30 year term of the SBA Loan, with a maturity date of June 24, 2050. The SBA Loan has an annual rate of interest of 3.75% and may be prepaid at any time without notice or penalty. As of the Petition Date, the amount due on the SBA Loan was $522,214. As evidenced by a Security Agreement and subsequently the Amended Security Agreement executed on February 2, 2022 and a valid UCC-1 filing on July 3, 2020 as Filing Number 207801311659, the SBA Loan is secured by all tangible and intangible personal property. The parties agreed the Debtor may use cash collateral through and including August 31, 2023, for payment of ordinary and necessary expenses as set forth in the budget. As adequate protection, retroactive to the Petition Date, the SBA will receive a replacement lien(s) that is deemed valid, binding, enforceable, non-avoidable, and automatically perfected, effective as of the Petition Date, on all postpetition revenues of the Debtor to the same extent, priority and validity that its lien attached to the Personal Property Collateral. The Debtor will remit adequate protection payments to the SBA in the amounts and terms as set forth in the applicable SBA Loan documents, with the first payment to be paid on or before May 1, 2023, in the amount of $2,157, and continuing until further Court order regarding interim or final use of cash collateral, or the entry of an order confirming the Debtor's plan of reorganization, whichever occurs earlier. Adequate protection payments will include the Debtor's SBA Loan number and be sent to the payment address on the SBA Proof of Claim or may be paid by wire transfer or pay.gov. The SBA will be entitled to a super-priority claim over the life of the Debtor's bankruptcy case, pursuant to 11 U.S.C. sections 503(b), 507(a)(2) and 507(b), which claim will be limited to any diminution in the value of the SBA's collateral, pursuant to the SBA Loan, as a result of Debtor's use of cash collateral on a post-petition basis. A hearing on the matter is set for April 11, 2023 at 1:30 p.m. A copy of the stipulation is available at https://bit.ly/3M2va8v from PacerMonitor.com. About Immanuel Sobriety Inc. Immanuel Sobriety Inc. provides drug and alcohol rehabilitation programs and treatment services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10806) on March 2, 2023. In the petition signed by Elizabeth Reid, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Wayne Johnson oversees the case. The Law Office of Crystle J. Lindsey represents the Debtor as legal counsel. INTERPACE BIOSCIENCES: Incurs $21.96 Million Net Loss in 2022 ------------------------------------------------------------- Interpace Biosciences, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $21.96 million on $31.84 million of net revenue for the year ended Dec. 31, 2022, compared to a net loss of $14.94 million on $33.12 million of net revenue for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $15.98 million in total assets, $32.51 million in total liabilities, $46.53 million in redeemable preferred stock, and a total stockholders' deficit of $63.07 million. For the Fourth Quarter of 2022 as Compared to the Fourth Quarter of 2021 * Net Revenue was $8.3 million, a decrease of 9% from $9.1 million for the prior year quarter. * Gross Profit percentage was 60% compared to 55% for the prior year quarter, an improvement year over year. * Operating income was $0.1 million vs an operating loss of $(1.4) million in the prior year quarter. * Loss from continuing operations was $(1.4) million vs $(1.7) million in the prior year quarter. * Adjusted EBITDA was $0.6 million vs $(0.8) million in the prior year quarter. * Q4 2022 cash collections totaled $8.1 million. * December 31, 2022 cash balance was $4.8 million. December 31, 2021 cash balance was $2.9 million, net of restricted cash. "Despite the full-year negative impact of $3.6 million from the ThyGeNEXT price change in 2022, the Company was able to adjust expenses accordingly, grow volume and improve overall profitability," stated Tom Burnell, Ph.D., president and CEO of Interpace Biosciences. Burnell continued, "Overall, we are pleased with the progression of the Company internally along with the acceptance, adoption and expansion of use of our best-in-class molecular diagnostics tests." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1054102/000149315223009106/form10-k.htm About Interpace Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a Interpace Diagnostics Group, Inc. -- http://www.interpace.com-- is a company that provides molecular diagnostics, bioinformatics and pathology services for evaluation of risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. The Company develops and commercializes genomic tests and related first line assays principally focused on early detection of patients with indeterminate biopsies and at high risk of cancer using the latest technology. JAMES AND JAN: Unsecureds Will Get 1% of Claims over 5 Years ------------------------------------------------------------ James and Jan, LLC, filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement describing Subchapter V Plan of Reorganization dated March 30, 2023. The Debtor was formed on March 21, 2011 by entering into the James and Jan, LLC Operating Agreement and filed its Articles March 30, 2011. The Debtor is engaged in real estate investments. Debtor holds an interest in a real property located at 14820 Mulholland Drive, Los Angeles, CA 90077 (the "Property"). The Property is encumbered by a deed of trust in favor of 5th Street Capital, Inc. (the underlying creditor is Wilmington Savings Fund Society c/o Select Portfolio Servicing, Inc. ("SPS") as its servicing agent) with a secured obligation of $4,491,167.58. Debtor's principals, Jeanette and Robert Bisno, occupy the Property, and will be providing contribution to the Debtor to fund the Debtor's chapter 11 reorganization plan. On February 28, 2023, the Property was appraised by a certified appraiser company, Curtis-Rosenthal, Inc. for $2,500,000.00. The Property is the Debtor's primary asset. Debtor's bankruptcy filing was precipitated by a pending foreclosure sale for the Property by SPS scheduled for January 12, 2023. This is a reorganizing plan that provides for payment to holders of allowed claims over time. The timing of plan payments to particular creditor groups will depend upon their classification under the Plan. The effective date of the Plan shall be the first business day that is 14 calendar days after the entry of the order confirming the Plan, with payment by the first day of the following month. Class 3 consists of General Unsecured Claims. In the present case, the Debtor estimates that there are approximately $2.106,588.16 in general unsecured debts. General unsecured claims classified in Class 3 will receive a total of approximately 1% of their claims in monthly payments over five-year period of the Plan. Holders of General Unsecured Claims will receive their pro-rata share of $352.00 per month for a total of $21,120.00 within the five-year period of the Plan. The payments will start on the first day of the first month following the month within which the effective date occurs. This Class is impaired. Class 4 consists of Interest Holders. Debtor's Principals, Jeanette and Robert Bisno, do not hold a pre-petition or a post-petition claim against the Debtor. Jeanette A. Bisno will retain her 100% capital interest in the Debtor, and Robert H. Bisno will retain his 10% profit interest in the Debtor. The Debtor will fund the Plan from the contribution/rental income from its principals, Jeanette and Robert Bisno, from their personal funds or through JAJ3, LLC which they own. A full-text copy of the Disclosure Statement dated March 30, 2023 is available at https://bit.ly/3m2Kdoc from PacerMonitor.com at no charge. Attorneys for Debtor: Michael Jay Berger, Esq. Sofya Davtyan, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd., 6th Floor Beverly Hills, CA 90212-2929 Telephone: (310) 271-6223 Facsimile: (310) 271-9805 Email: michael.berger@bankruptcypower.com Sofya.Davtyan@bankruptcypower.com About James and Jan James and Jan, LLC, is engaged in real estate investments. The Debtor filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10155) on Jan. 11, 2023, with $1 million to $10 million in both assets and liabilities. Susan K. Seflin has been appointed as Subchapter V trustee. Judge Barry Russell oversees the case. The Debtor is represented by the Law Offices of Michael Jay Berger. JBM SPECIALTIES: Whiskey Hollow Distillery Files Subchapter V Case ------------------------------------------------------------------ JBM Specialties LLC, doing business as Whiskey Hollow Distillery, filed for chapter 11 protection in the Eastern District of Texas. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. Whiskey Hollow Distillery is a craft distiller in Valley View, Texas that has been making spirits for generations. The company makes bourbon, whiskey, rum, and moonshine. According to court filings, JBM Specialties estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The petition states that funds will not be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is slated for May 1, 2023 at 10:00 a.m. About JBM Specialties JBM Specialties LLC is in the beverage manufacturing business. On the Web: http://www.WhiskeyHollowDistillery.com/ JBM Specialties LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-40497) on March 23, 2023. In the petition filed by Les Beasley, as president, the Debtor reported assets and liabilities between $1 million and $10 million. Areya Holder Aurzada has been appointed as Subchapter V trustee. The Debtor is represented by: Robert DeMarco, III, Esq. DeMarco-Mitchell, PLLC 319 Triangle Road Valley View Rd., TX 76272 Tel: (972) 578-1400 Email: robert@demarcomitchell.com JONATHAN RON: Liquor Shop Starts Subchapter V Case -------------------------------------------------- Jonathan Ron Inc. filed for chapter 11 protection in the Middle District of New Jersey. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. A court hearing is scheduled for April 18, 2023, at 2:00 P.M. According to court filings, Jonathan Ron Inc. has $1,151,045 in debt to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. Dilip M. Shah and Latta D. Shah each owns 50% of the business. About Jonathan Ron Jonathan Ron Inc., doing business as Jonathan Ron Liquors or JR's Bev. Co., is a wine and spirit shop. Jonathan Ron Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-12418) on March 24, 2023. In the petition filed by Dilip M. Shah, as president, the Debtor listed total assets of $5,196,587 and total liabilities of $1,151,045. Douglas S. Stanger has been appointed as Subchapter V trustee. The Debtor is represented by: Eugene D. Roth, Esq. LAW OFFICE OF EUGENE D. ROTH 2520 Highway 35, Suite 307 Manasquan, NJ 08736 Tel: 732-292-9288 Fax: 732-292-9303 Email: erothesq@gmail.com KCW GROUP: Court OKs Cash Collateral Access Thru April 10 --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized KCW Group, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through April 10, 2023. The Debtor is indebted to Texas Capital pursuant to (a) the Promissory Note, executed by the Debtor, dated July 19, 2018, in the original principal amount of $1.750 million and (b) the Promissory note, executed by the Debtor, dated February 20, 2020, in the original principal amount of $225,000. Both Note 1 and Note 2 were originally executed in favor of Allegiance Bank. Allegiance Bank assigned Note 1 and Note 2, and all collateral for the Notes to Texas Capital pursuant to an Assignment of Note and Liens, dated effective December 27, 2022 which was properly recorded in the Real Property Records of Harris County, Texas under Clerk's File No. RP-2023-7856. Texas Capital holds a perfected security interest in the personal property of the Debtor and the Debtor's assignment of rents, income, revenue and profits from the Properties, and all proceeds relating thereto, which constitute the Collateral of Texas Capital as of the filing date of March 22, 2023. All of the revenue from the Debtor's business constitutes cash collateral of Texas Capital. Texas Capital alleges that the amounts owed under the Notes by the Debtor as of March 22, 2023, exceeds $1.890 million in principal, accrued and unpaid interest and late charges. As partial adequate protection for use by the Debtor of Texas Capital's cash collateral for the interim period, the Debtor will pay Texas Capital $1,200 by April 5, 2023. As partial adequate protection, Texas Capital is granted replacement liens and security interests as of the petition date for such cash collateral as is used by the Debtor. The replacement liens and security interests granted are valid, enforceable and fully perfected as of the petition date, and no filing or recordation or other act in accordance with any applicable local, state or federal law, rule or regulation is necessary to create or perfect such liens and security interests. In addition, the Debtor will maintain insurance on all of their real and personal property, naming Texas Capital as loss payees/additional insured, and in the amounts and types required by the Debtor's loan documents and will provide proof of insurance to Texas Capital, upon written request. A final hearing on the matter is set for April 10 at 9:30 a.m. A copy of the order is available at https://bit.ly/40PKglX from PacerMonitor.com. About KCW Group, LLC KCW Group, LLC owns and operates a large facility for weddings, quincineras and other events for residents in Houston and the surrounding areas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-30988) on March 22, 2023. In the petition signed by Edward Schulenburg, Jr., the Debtor disclosed up to $10 million in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. Julie M. Koenig, Esq., at Cooper & Scully, P.C., represents the Debtor as legal counsel. KURNCZ FARMS: Court Confirms Reorganization Plan ------------------------------------------------ Judge John Gregg has entered an order confirming the Third Amended Combined Disclosure Statement and Plan of Reorganization of Kurncz Farms, Inc., pursuant to Section 1129 of the Bankruptcy Code, and each and every provision contained therein is approved in its entirety. Section V(D)(2) of the Plan is restated in its entirety and is amended to read as follows: 2. State of Michigan, Unemployment Insurance Agency. The State of Michigan filed a claim for unpaid unemployment taxes in the total amount of $20,098.10, of which $18,626.69 is a priority claim (the "MI Priority Claim Amount"). The remaining portion is a general unsecured claim in the amount of $1,471.41 and will be treated in accordance with Class 5 below. The MI Priority Claim will be paid as follows: a. Monthly Payments. Beginning July 1, 2023 and continuing on the 1st day of each month through and including December 1, 2023, Debtor will make equal monthly payments of $356.00. Beginning January 1, 2024 and continuing on the 1st day of each month thereafter, through and including December 1, 2025, Debtor will pay equal monthly payments of $560.00. Beginning January 1, 2026 and continuing on the 1st day of each month through and including October 1, 2026, Debtor will pay equal monthly payments of $762.00. The remaining amount due will be paid in full on or about November 30, 2026. The Debtor estimates this final payment will be less than $2,000.00. b. Interest Rate. The MI Priority Claim will accrue interest starting on the Confirmation Date at the rate provided for under MCL 421.15(b). The Debtor is authorized to adjust the amount of the monthly payments paid under the preceding paragraph to ensure that the MI Priority Claim and accrued interest is paid in full on or before November 30, 2026. c. Non-Payment. If Debtor fails to make any payment due on account of the MI Priority Claim, which is not cured within 30 days' Written Notice to Debtor, the Michigan Unemployment Insurance Agency may exercise all rights and remedies available under non-bankruptcy law for the collection of its claim and/or seek relief from the Bankruptcy Court. The Court denies and overrules all objections not previously withdrawn or otherwise resolved and relating to the confirmation of the Plan. The Michigan Unemployment Insurance Agency filed an objection, which was withdrawn on March 21, 2023. No other parties-in-interest filed objections. On March 20, 2023, Debtor filed the Declaration of Peter J. Kurncz, III in Support of Confirmation of the Third Amended Combined Disclosure Statement and Plan of Reorganization of Kurncz Farms, Inc. Reorganization Plan Kurncz Farms, Inc., submitted a Third Amended Combined Disclosure Statement and Plan of Reorganization. As of January 20, 2023, the Debtor has total assets having a fair market/book value of $9,343,288 and that has an estimated liquidated value of $3,644,000. Currently, the Debtor has 1,666 milking and dry cows and approximately 430 calves through breeding age heifers. The Debtor's dairy farm can hold 1850 milk cows. The Debtor believes that it will reach full capacity by December 2023. Under the Plan, Class 5 General Unsecured Claims total $3,782,600 and will receive pro rata share of the lesser of (i) $2,346,739 or (ii) 70% of each allowed unsecured claim, payable as follows: (i) Shareholder payments: On or before Dec. 31, 2023, Debtor will cause the Shareholders to pay $50,000 to be distributed pro rata to Holders of Allowed Unsecured Claims, if Debtor has insufficient funds to make this payment from its own operating income. On or before December 31, 2023 Debtor will cause Shareholders to pay $50,000 to be distributed pro rata to Holders of Allowed Unsecured Claims, if Debtor has insufficient funds to make this payment from its own operating income. (ii) Plan Payments: Pro Rata distribution of: (i) $50,000.00 on or before December 31, 2025; (ii) $100,000.00 on or before December 31, 2026; (iii) $100,000 on or before June 30, 2027; and (iv) $200,000 on or before Dec. 31, 2027 (the "Unsecured Creditors Plan Payments"). (iii) Excess Delta Payments: Beginning with the year-ending 2025, the Debtor will compare the difference between its cash basis revenues less feed, seed, fertilizer, fuel, and chemicals (the "Delta") with the Delta for the year-ending 2024. To the extent the Delta in 2025 exceeds the Delta in 2024 by 10% (the "Excess Delta"), a Pro Rata distribution of 15% of the Excess Delta will be paid to Holders of Allowed Unsecured Claims by February | of the following year. The same calculation will be made in each subsequent year for the life of the plan. (iv) Balloon Payment: On or before the date that is five years from the Effective Date of this Plan, Debtor will pay a balloon payment that will be distributed Pro Rata to Holders of Allowed Unsecured Claims in the amount that when combined with the Unsecured Plan Payments, the total Excess Delta Payments, and the Shareholder Payments provides Holders of Allowed Unsecured Claims the lesser of (a) an aggregate amount of $2,346,739.23 or (b) 70% of each of their Allowed Unsecured Claim (collectively with a.(i), (ii), (ii) and (iv) the "Class 5 Payments"). Class 5 is impaired. Distributions will be made from Debtor's operating income. Counsel for the Debtor: Susan M. Cook, Esq. Elisabeth M. Von Eitzen, Esq. WARNER NORCROSS & JUDD LLP 150 Ottawa Avenue, NW, Suite 1500 Grand Rapids, MI 49503 Tel: (616) 752-2418 E-mail: evoneitzen@wnj.com A copy of the Order dated March 22, 2023, is available at https://bit.ly/3lSfdXY from PacerMonitor.com. A copy of the Disclosure Statement dated March 22, 2023, is available at https://bit.ly/40qrRMG and https://bit.ly/3JXagoy from PacerMonitor.com. About Kurncz Farms Based in Saint Johns, Michigan, Kurncz Farms, Inc., Kurncz Farms was incorporated in 1991 by Peter J. Kurncz, Sr., Marion Kurncz, Peter J. Kurncz, Jr., and Lisa Kurncz and now operates as a Michigan corporation. Peter Kurncz, Jr. took over control of the farming operation in the early 1990s. Kurncz Farms is currently owned by Lisa Kurncz and Peter J. Kurncz, Jr. Kurncz Farms's herd now includes over 1666 milking and dry cows and 430 calves through breeding age heifers. Kurncz Farms farms 3,000 acres in Clinton, Shiawassee, and Gratiot counties. The farming operation also includes growing crops and feed, including beans, wheat, haylage, corn bushels, and corn silage. The company employs 30 full and part-time associates. The main farm is located at 4777 Gilson Road, St. Johns, Clinton County, Michigan. The farm's operations have $8 million to $9 million in annual revenues. Kurncz Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 21-02612) on Nov. 30, 2021, listing as much as $10 million in both assets and liabilities. Peter J. Kurncz, president of Kurncz Farms, signed the petition. Susan M. Cook, Esq., at Warner Norcross + Judd, LLP and Barron Business Consulting serve as the Debtor's legal counsel and business consultant, respectively. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors in the Debtor's case on Nov. 22, 2021. The committee is represented by Keller & Almassian, PLC. LECLAIRRYAN PLLC: Funds Safe After Signature Bank Collapse ---------------------------------------------------------- Vince Sullivan of Law360 reports that the Chapter 7 trustee overseeing the liquidation of defunct law firm LeClairRyan told a Virginia bankruptcy judge Tuesday, March 28, 2023, that about $140,000 of estate funds had been moved out of Signature Bank earlier this March 2023 when it collapsed, and the funds are now safe at a new bank. About LeClairRyan PLLC Founded in 1988, LeClairRyan PLLC is a national law firm with 385 attorneys, including 160 shareholders, at its peak. The firm represented thousands of clients, including individuals and local, regional, and global businesses. Following massive defections by its attorneys LeClairRyan, members of the firm in July 2019 voted to effect a wind-down of the Debtor's operations. LeClairRyan PLLC sought Chapter 11 protection (Bankr. E.D. Va. Case No. 19-bk-34574) on Sept. 3, 2019, to effect the wind-down of its affairs. In its Chapter 11 petition, the firm listed a range of 200-999 creditors owed between $10 million and $50 million. The firm claims assets of $10 million to $50 million. The Hon. Kevin R Huennekens is the case judge. Richmond attorneys Tyler Brown and Jason Harbour of Hunton Andrews Kurth represented LeClairRyan in the case. Protiviti was the Debtor's financial adviser for the liquidation. The bankruptcy case was converted to a Chapter 7 liquidation on Oct. 24, 20219. Lynn L. Tavenner was named a Chapter 7 trustee, and then Benjamin C. Ackerly, a successor trustee. The Chapter 7 trustee Ackerly's counsel: Tyler P. Brown Hunton Andrews Kurth LLP Tel: 804-788-8200 E-mail: tpbrown@huntonak.com LONGRUN PBC: Seeks to Hire Nutter McClennen as Special Counsel -------------------------------------------------------------- Longrun, P.B.C. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Nutter McClennen & Fish, LLP as its special counsel to handle intellectual property matters. Nutter has requested for a retainer in the amount of $5,000. Jeffrey Klayman, a partner at Nutter, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey T. Klayman, Esq. Nutter McClennen & Fish LLP 155 Seaport Blvd Boston, MA 02210 Tel: 617-439-2000 Fax: 617-310-9000 Email: jkalyman@nutter.com About Longrun P.B.C. LongRun P.B.C., doing business as LongRun LLC and Keto & Co., make low carb food for keto dieters, diabetics, and anyone trying to eat healthier. It is based in Belmont, Mass. LongRun P.B.C. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-10140) on Feb. 1, 2023, with $1 million and $10 million in both assets and liabilities. Richard Tieken, president and chief executive officer of LongRun P.B.C., signed the petition. Judge Christopher J. Panos oversees the case. The Debtor tapped Steven Weiss, Esq., at Shatz, Schwartz and Fentin, P.C. as legal counsel and Verdolino & Lowey, P.C. as accountant. MAKENA TRADING: Case Summary & 13 Unsecured Creditors ----------------------------------------------------- Debtor: Makena Trading Corp. d/b/a Makena Express 18558 NW 19th St. Hollywood, FL 33029 Chapter 11 Petition Date: April 3, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-12637 Judge: Hon. Scott M. Grossman Debtor's Counsel: Mark S. Roher, Esq. LAW OFFICE OF MARK S. ROHER, P.A. 1806 N. Flamingo Road Suite 300 Pembroke Pines, FL 33028 Tel: (954) 353-2200 Email: mroher@markroherlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Guillermo Gutierrez as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WRAD3ZI/Makena_Trading_Corp__flsbke-23-12637__0001.0.pdf?mcid=tGE4TAMA MANCHESTER HOUSING: Moody's Ups Rating on Series 2000 Bonds to Ba3 ------------------------------------------------------------------ Moody's Investors Service has upgraded to Ba3 from B2 the rating on Manchester Housing and Redevelopment Authority, NH's Revenue Bonds, Series 2000. There are $41.1 million outstanding on the Series 2000 bonds. The outlook is positive. RATINGS RATIONALE The upgrade to Ba3 reflects the recent increase in the state's distribution of state meals and room tax (MRT) revenues to municipalities which includes the City of Manchester's portion that secures the authority's bonds. The rating also balances the ongoing uncertainty and 10-year history of volatility in the state's distribution of the revenue that led to a large draw down of the debt service reserve fund (DSRF). The 2022 annual tax revenue distribution is the largest to date and provided for healthy coverage of 1.88x annual debt service with excess revenue of approximately $1.35 million being deposited into the DSRF. The balance in the DSRF is now equal to the DSRF requirement, meeting the covenant for the first time in over 10 years and thereby removing the bonds from technical default under the Indenture. RATING OUTLOOK The positive outlook reflects the recent increase in statewide MRT and allocations of MRT to municipalities that is expected to continue to result in healthy debt service coverage on the bonds. The trend of healthy debt service coverage will lead to continued upward pressure on the rating. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Continued receipt of MRT distributions that result in healthy debt service coverage -- Economic trends across the state that contribute to stable or increasing MRT revenue and distributions FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Reduction or delay in the state's MRT distribution to Manchester -- Material reduction in Manchester's proportional share of the state's total population LEGAL SECURITY The bonds are secured solely by the City of Manchester's allocation of state meals and rooms taxes received in excess of $454,927. The meals and rooms tax is a statewide 8.5% levy on prepared meals and rooms that is remitted monthly to the New Hampshire Department of Revenue. The state distributes a portion of the tax to cities and towns annually in December based on their proportionate share of state population. PROFILE In 2000 the Manchester Housing and Redevelopment Authority (MHRA) issued the bonds to fund a 12,000 seat arena, secured by state MRT distributions passed through the City of Manchester (Aa3 stable) via appropriation. The debt is non-recourse to either Manchester or the authority. The city owns both the site and Civic Center itself. The Civic Center is not a component unit of the city or authority and does not appear in their respective audited financials. Manchester has a population of 115,954 and is the largest city in New Hampshire. The city is located on the Merrimack River in south central part of the state, approximately 58 miles north of Boston (Aaa stable), MA. METHODOLOGY The principal methodology used in these ratings was US Public Finance Special Tax Methodology published in January 2021. MARLIN KRIDER: Court OKs Final Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Western District of North Carolina, Statesville Division, authorized Marlin Krider Land and Timber, Inc. to use cash collateral on a final basis in accordance with the budget. As previously reported by the Troubled Company Reporter, according to the North Carolina Secretary of State website, three entities have filed UCC financing statements against the Debtor to perfect alleged debts: a. No. 20180030090E, filed by Skyline National Bank claims a blanket lien on all the Debtor's equipment. The Debtor believes this lien -- while not disclosed at the time of signing documents -- was taken when the Debtor refinanced loans from other lenders and vendors. b. No. 20200070418F, filed by the Small Business Administration claims a blanket lien on all the Debtor's assets. The Debtor believes this financing statement relates to an Economic Injury Disaster Loan provided by the SBA during the COVID-19 pandemic. c. No. 20200172711E, filed by Komatsu Financial Limited Partnership claims a lien on a Caterpillar 522B Track Feller Buncher complete with attachments, accessories, replacement parts, additions and all proceeds thereof. As adequate protection, the lien holders are granted replacement liens in postpetition cash collateral to the same extent and priority as existed pre-petition. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3K1qvB4 from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $12,902 for Week 1; $13,150 for Week 2; $21,675 for Week 3; and $15,424 for Week 4. About Marlin Krider Land and Timber, Inc. Marlin Krider Land and Timber, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 22-50256) on November 9, 2022. In the petition signed by Marlin Kelly Krider, owner, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Laura T. Beyer oversees the case. The Law Offices of Thomas C. Flippin is the Debtor's legal counsel. MDWERKS INC: Incurs $137K Net Loss in 2022 ------------------------------------------ MDwerks, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $136,721 for the year ended Dec. 31, 2022, compared to net income of $37,976 for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had zero asset, $128,075 in total liabilities, and a total stockholders' deficit of $128,075. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has suffered net losses from operations and a deficit in equity, which raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1295514/000149315223009080/form10-k.htm About MDWerks MDwerks, Inc. is a public shell company seeking to create value for its shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of its common stock. MERIDIAN RESTAURANTS: Taps BMC to Perform Supplemental Services --------------------------------------------------------------- Meridian Restaurants Unlimited, L.C. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Utah to hire BMC Group, Inc. to perform supplemental services for the Debtors in addition to noticing services. The Debtors request BMC be authorized to assist the Debtors with preparation of their schedules of assets and liabilities and statements of financial affairs. BMC will perform such services at an hourly rate between $65 - $150. BMC expects the total fees to be approximately $5,000 per Debtor to complete such work. Tinamarie Feil, co-founder of BMC Group, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Tinamarie Feil BMC Group, Inc. 3732 W. 120th Street Tel: 206-499-2169 Email: tfeil@bmcgroup.com About Meridian Restaurants Unlimited Meridian Restaurants Unlimited, LC and its affiliates, owners and operators of restaurants in Utah, concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 23-20731) on March 2, 2023. In the petitions signed by James Winder, manager for PSCP Meridian, LLC, Meridian Restaurants Unlimited and LoveLoud Restaurants, LC disclosed $10 million to $50 million in both assets and liabilities. AZM Restaurants, LC listed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Kevin R. Anderson oversees the cases. The Debtors tapped Markus Williams Young & Hunsicker LLC as bankruptcy counsel; Ray Quinney & Nebeker P.C. as local and litigation counsel; and Peak Franchise Capital, LLC as financial advisor. BMC Group, Inc. is the noticing agent. NB HOTELS: Exclusivity Period Extended to March 31 -------------------------------------------------- Judge Scott W Everett of the U.S. Bankruptcy Court for the Northern District of Texas extended NB Hotels Dallas, LLC's exclusivity period to March 31, 2023. NB Hotels Dallas, LLC is represented by: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Tel: (972) 503-4033 About NB Hotels Dallas NB Hotels Dallas, LLC owns and operates the Le Meridien Hotel Dallas located at 13402 Noel Road, Dallas, Texas. NB Hotels Dallas sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-30681) on April 18, 2022, with $50 million to $100 million in both assets and liabilities. Nadir Badruddin, president of NB Hotels Dallas, signed the petition. Judge Scott W. Everett oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC is the Debtor's legal counsel. Wells Fargo Bank, National Association, trustee for Morgan Stanley Capital Trust 2019-22 for the benefit of the Commercial Mortgage Pass-Through Certificate Holder, as lender, is represented by Bruce J. Zabarauskas, Esq., at Holland & Knight LLP. On July 27, 2022, the Debtor filed its proposed Chapter 11 plan of reorganization and disclosure statement. NEUROEM THERAPEUTICS: Hires Bamert Regan as Special Counsel ----------------------------------------------------------- NeuroEM Therapeutics, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Bamert Regan PLLC as its special counsel. Bamert Regan will be representing the estate as special counsel concerning the Debtor's domestic and international patents, trademarks, and other intellectual property. The firm will bill $230 per hour for attorney work and $95 per hour for paralegal work. The firm has requested an "evergreen" retainer of $2,500 which the Debtor would replenish when the balance drops below $1,000. As disclosed in court filings, Bamert Regan is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Nathan G. Guymon, Esq. Bamert Regan PLLC 113 Cherry Street, Unit 55215 Seattle, WA 98104 Tel: 801-664-6309 About NeuroEM Therapeutics NeuroEM Therapeutics, Inc. is a Phoenix-based medical device company committed to developing, clinically testing, and marketing Transcranial Electromagnetic Treatment (TEMT) as treatment for Alzheimer's disease and other neurodegenerative diseases. NeuroEM Therapeutics filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00425) on Feb. 3, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Catherine Peek McEwen oversees the case. The Debtor tapped Buddy D. Ford, Esq., at Buddy D. Ford, P.A. as legal counsel and Accounting & Business Solutions as accountant. NEW VISION: Case Summary & Five Unsecured Creditors --------------------------------------------------- Debtor: New Vision Full Gospel Baptist Church 209 4th Avenue East Orange, NJ 07017 Chapter 11 Petition Date: April 3, 2023 Court: United States Bankruptcy Court District of New Jersey Case No.: 23-12770 Judge: Hon. Vincent F. Papalia Debtor's Counsel: David Stevens, Esq. SCURA WIGFIELD, HEYER, STEVENS & CAMMAROTA LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Tel: 201-490-4777 Email: dstevens@scura.com Total Assets: $3,700,629 Total Liabilities: $2,372,979 The petition was signed by Victor Agee, senior pastor/superintendent. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QHG3LIQ/New_Vision_Full_Gospel_Baptist__njbke-23-12770__0001.0.pdf?mcid=tGE4TAMA NORTH CHANNEL: Case Summary & Two Unsecured Creditors ----------------------------------------------------- Debtor: North Channel Assistance Ministries 13837 1/2 Bonham St. Houston, TX 77015 Business Description: The Debtor owns in fee simple title three buildings located on 1.5 acres of land loacted at 13837 Bonham St., Houston, TX 77015 valued at $750,000. Chapter 11 Petition Date: April 3, 2023 Court: United States Bankruptcy Court Southern District of Texas Case No.: 23-31204 Debtor's Counsel: Jack N. Fuerst, Esq. JACK N. FUERST, ATTORNEY AT LAW 2500 Tanglewilde St, Suite 320 Houston, TX 77063 Tel: (713) 299-8221 Fax: (713) 789-2606 Email: jfuerst@sbcglobal.net Total Assets: $1,090,675 Total Liabilities: $86,155 The petition was signed by Rodney Reford as president/executive director. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7UDHEGA/North_Channel_Assistance_Ministries__txsbke-23-31204__0001.0.pdf?mcid=tGE4TAMA NUTRIBAND INC: Secures $2 Million Credit Line Facility ------------------------------------------------------ Nutriband Inc. has entered into a three-year $2,000,000 Credit Line facility to provide financing through the FDA approval process into commercial scale manufacturing for the Company's patented lead product, AVERSA Fentanyl, an abuse-deterrent fentanyl transdermal system. AVERSA Fentanyl contains Nutriband's proprietary transdermal abuse deterrent technology. AVERSA Fentanyl combines Nutriband's proprietary AVERSA abuse-deterrent transdermal technology and Kindeva Drug Delivery's FDA-approved transdermal fentanyl patch system. AVERSA Fentanyl was recently estimated to have the potential to reach peak annual US sales of $80M - $200M. "This financing allows us to continue progress towards commercializing our AVERSA abuse-deterrent transdermal technology and capitalizing on its huge market potential," said Gareth Sheridan, Nutriband CEO. "Securing non-dilutive financing such as this credit facility is an important component of our growth strategy and we look forward to updating our shareholders as we continue to execute on our vision." Nutriband's AVERSA abuse-deterrent technology can be utilized to incorporate aversive agents into transdermal patches to help prevent the abuse, diversion, misuse, and accidental exposure of drugs with abuse potential. The AVERSA abuse-deterrent technology has the potential to improve the safety profile of transdermal drugs susceptible to abuse, such as fentanyl, while making sure that these kinds of treatments remain accessible to patients that really need them. The technology is covered by a broad intellectual property portfolio with patents granted in the United States, Europe, Japan, Korea, Russia, Canada, Mexico, and Australia. About Nutriband Nutriband Inc. -- www.nutriband.com -- is primarily engaged in the development of a portfolio of transdermal pharmaceutical products. Its lead product under development is an abuse deterrent fentanyl patch incorporating its AVERSA abuse deterrence technology. AVERSA technology can be incorporated into any transdermal patch to prevent the abuse, misuse, diversion, and accidental exposure of drugs with abuse potential. Nutriband reported a net loss of $6.18 million for the year ended Jan. 31, 2022, a net loss of $2.93 million for the year ended Jan. 31, 2021, a net loss of $2.72 million for the year ended Jan. 31, 2020, and a net loss of $3.33 million for the year ended Jan. 31, 2019. As of October 31, 2022, the Company had $10.67 million in total assets, $937,633 in total liabilities, and $9.73 million in total stockholders' equity. In its Quarterly Report for the three months ended Oct. 31, 2022, Nutriband Inc. said, "Management has prepared estimates of operations for the next twelve months and believes that sufficient funds will be generated from operations to fund its operations for one year from the date of the filing of these condensed consolidated financial statements, which indicates improved operations and the Company's ability to continue operations as a going concern. The impact of COVID-19 on the Company's business has been considered in these assumptions; however, it is too early to know the full impact of COVID-19 or its timing on a return to normal operations. "Management believes the substantial doubt about the ability of the Company to continue as a going concern is alleviated by the above assessment," Nutriband said. * * * This concludes the Troubled Company Reporter's coverage of Nutriband until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. OFFICE PROPERTIES INCOME TRUST: S&P Cuts ICR to 'BB+', Outlook Neg ------------------------------------------------------------------ S&P Global Ratings affirmed all ratings on the following issuers: Boston Properties Inc., Brandywine Realty Trust, Highwoods Properties Inc., Kilroy Realty Corp., Piedmont Office Realty Trust Inc., and Vornado Realty Trust. S&P placed all ratings on Hudson Pacific Properties Inc., including its 'BBB-' issuer credit rating, on CreditWatch with negative implications. S&P also lowered the issuer credit rating on Office Properties Income Trust to 'BB' from 'BBB-' and the issue-level rating to 'BB+' from 'BBB-'. The rating outlook is negative on Boston Properties, Brandywine, Office Properties Income Trust, Piedmont Office Realty Trust Inc., and Vornado Realty Trust. The rating outlook is stable on Highwoods Properties Inc. and Kilroy Realty Corp. S&P said, "We expect office assets to underperform other real estate property types over the next two years given expected pressure to net effective rents and occupancy levels. Growth for the rated office REIT sector will likely be muted overall, with relatively flat to slightly negative NOI growth projected in 2023 given our expectation for leasing activity to remain slow, with office landlords wielding limited pricing power." The office sector also has relatively higher debt leverage than other property types given heightened development exposure, adding to the downside risk if lease up is slower than expected. S&P said, "Despite demand pressure, we expect the flight to quality will widen the bifurcation between class A and class B properties over the next year and allow owners of class A real estate to gain share and outperform the overall market. Our rated REITs generally own class A properties and should outperform the broader market." The U.S. economic weakness in 2023 is expected to soften the job market later this year. Businesses will also likely need to trim payrolls, as seen in interest rate-sensitive sectors, as demand dries up in other industries. The recent banking sector disturbance will likely further add to a softer jobs market. We expect the current 3.6% unemployment rate to peak at 5.4% in the first half of 2025 before starting a gradual decline. S&P said, "We also expect the technology sector slowdown to curb demand for office space because technology has been a key demand driver due to robust growth. While we believe office REITs operate with healthy tenant bases that span diverse industries, the recent job cuts in the technology sector, coupled with a deteriorating job picture as the economy slows, will likely pressure demand for office space." Still, office REITs benefit from the long-term nature of leases and well-staggered lease expiration profiles. As such, they are relatively well positioned to avoid a material disruption to cash flows caused by the cyclical and secular headwinds. Tightening access to capital will hinder growth and increase refinancing risk. Aggregate debt maturities for our rated office REITs are $4.1 billion in 2023 and $3.7 billion in 2024 as of Dec. 31, 2022, representing 6.9% and 6.4% of office debt maturities, respectively. S&P expects weaker fundamentals and rising rates to pressure valuations for office assets over the next year. As debt maturities approach, refinancing costs will be significantly higher, and it expects credit metrics to deteriorate given higher debt costs and weaker earnings, with coverage ratios expected to decline meaningfully as issuers refinance their maturing debt at higher rates. Given a largely unencumbered asset base for the rated REITs, refinancing with secured debt could be an option, but loan to value will likely be lower than current levels and an increased use of secured debt could put unsecured debtholders at a relative disadvantage. Asset sales could take longer to execute and delay the receipt of proceeds earmarked for debt reduction given tightening lending conditions and capital markets volatility. Ratings List RATINGS AFFIRMED HIGHWOODS PROPERTIES INC. HIGHWOODS REALTY L.P. Issuer Credit Rating BBB/Stable KILROY REALTY CORP. KILROY REALTY L.P. Issuer Credit Rating BBB/Stable RATINGS AFFIRMED; OUTLOOK ACTION TO FROM BOSTON PROPERTIES INC. BOSTON PROPERTIES L.P. Issuer Credit Rating BBB+/Negative BBB+/Stable BRANDYWINE REALTY TRUST BRANDYWINE OPERATING PARTNERSHIP L.P. Issuer Credit Rating BBB-/Negative BBB-/Stable PIEDMONT OFFICE REALTY TRUST INC. PIEDMONT OPERATING PARTNERSHIP L.P. Issuer Credit Rating BBB/Negative BBB/Stable VORNADO REALTY TRUST VORNADO REALTY L.P. Issuer Credit Rating BBB-/Negative BBB-/Stable DOWNGRADED TO FROM OFFICE PROPERTIES INCOME TRUST Issuer Credit Rating BB/Negative BBB-/Negative CREDITWATCH ACTION HUDSON PACIFIC PROPERTIES INC. Issuer Credit Rating BBB-/Watch Neg BBB-/Stable OMNIQ CORP: Selected to Protect Additional Middle Eastern Borders ----------------------------------------------------------------- OMNIQ Corp. has been selected to deploy its AI-based machine vision solution to additional borders in the Middle East. This is a follow on order to previously announced border control contracts. "We have a long history of deploying our AI technology to the most sensitive and demanding authorities in the world. With the these additional deployments, we are now at the San Diego Mexico, Texas Mexico, Canada Alaska, Israel Jordan and in the Far East borders lending further proof that our technology is trusted where it matters most, protecting human beings around the globe. The momentum in the market acceptance for our AI based solution continues with our recent wins in both additional airports and cities in the US bringing our total aiports to 57 and our total cities to 17 and growing," said Shai Lustgarten, CEO of OMNIQ. OMNIQ's AI-based machine vision VRS solution uses patented Neural Network algorithms that imitate human brains for pattern recognition enabling smart and quick decision-making. More than 17,000 OMNIQ AI-based machine vision sensors are installed worldwide, including approximately 7,000 in the U.S. OMNIQ's AI based Machune vision capabilities are founded on patented features including vehicle identification by make and color combined with superior accuracy based on sophisticated algorithm and machine learning. About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq reported a net loss of $13.14 million for the year ended Dec. 31, 2021, a net loss of $11.50 million for the year ended Dec. 31, 2020, and a net loss attributable to the company's common stockholders $5.31 million. As of Sept. 30, 2022, the Company had $70.34 million in total assets, $77.91 million in total liabilities, and a total deficit of $7.56 million. OPULENT AMERICAS: Court Confirms Reorganization Plan ---------------------------------------------------- Judge David M. Warren has entered an order confirming the Plan of Reorganization of Opulent Americas, Inc. pursuant to 11 U.S.C. Sec. 1191(b). The Debtor shall make any and all distributions required under the Plan and the Trustee shall not be required to make such distributions or maintain a bond after the Effective Date of the Plan. After the Effective Date, the Debtor shall file Post-Confirmation Reports pursuant to 11 U.S.C. Sec. 1187(b) with a copy served upon the BA and the Trustee. The first report shall be due on April 30, 2023, for the period from March 1, 2023 through March 31, 2023, and on a quarterly basis thereafter until the filing of a Final Report. These reports shall reflect any progress made in consummating the Plan during the period covered by the report and shall be filed in the format prescribed by the BA. None of the releases and discharges set forth in the Plan and the Stalking Horse Purchase Agreement, as defined in the Plan, shall apply to any and all claims held by Opulent Techno or Mr. Wee with respect to any claims it or he may have against New Energy, LLC;. For further clarification and upon the agreement of the parties, the Debtor, Opulent Techno and Mr. Wee agree that upon entry of this Order confirming the Plan: (a) the parties will file stipulations of dismissal of all claims in the international arbitration proceeding and in the civil action(s) filed in Wake County, NC; (b) Opulent Techno and Mr. Wee will be deemed to have released any and all claims against the Debtor, except as set forth in the filed proofs of claim; (c) the Debtor will be deemed to have released any and all claims against Opulent Techno and Mr. Wee, as well any claims it has to collect receivables from Opulent Techno and with respect to tooling in Opulent Techno's possession; and (d) the Debtor's claims to the receivables from Opulent Techno and tooling in Opulent Techno's possession shall be deemed abandoned by the Debtor subject to existing liens; Amended Plan Opulent Americas submitted an Amended Plan of Reorganization. This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors of Opulent Americas, Inc. from proceeds derived from the sale of its ownership interests in New Energy, LLC. Class 6 Non-priority Unsecured Creditors. No distributions are expected to holders of Allowed Unsecured Claims. Class 6 is impaired. In order to monetize this asset and thereby fund a plan of liquidation, the Debtor proposes to sell 100% of the membership interests in New Energy (the "Sale Assets") to Cliff Liquid Investments NC, LLC (the "Stalking Horse Purchaser"). The Debtor and the Stalking Horse Purchaser have entered into a Membership Interest Purchase Agreement (the "Stalking Horse Agreement") for the sale of the Sale Assets for $850,000 (the "Purchase Price"), subject to certain conditions set forth in the Stalking Horse Agreement and confirmation of the Plan by the Court. The Debtor has filed a Motion to Approve Bidding Procedures, Sale Notice, and Related Dates and Deadlines in Connection with Debtor's Sale of Equity Interests in New Energy, LLC, which seeks, among other things, approval of proposed bidding procedures, the setting of deadlines for submission of competing bids, the scheduling of an auction if competing bids are submitted, and scheduling a final hearing to consider approval of the sale, which the Debtor anticipates will coincide with the hearing to consider confirmation of the Plan. At closing, ownership of New Energy would be sold and transferred to the Stalking Horse Purchaser. The Sale Assets will be transferred free and clear of all liens, claims, encumbrances, and interests, and New Energy would retain its assets and its liabilities, including (i) a secured term loan from the SBA to New Energy in the approximate amount of $114,700 and (ii) a secured line of credit to New Energy from the Stalking Horse Purchaser in the maximum amount of $150,000 (the "Permitted Encumbrances"); provided however, the Permitted Encumbrances must be paid in full at closing (in addition to payment of the Purchase Price) unless the respective holders of the Permitted Encumbrances waive any default related to or based upon a change in ownership or control of New Energy. For the avoidance of doubt, none of the releases and discharges set forth in the Plan and the Stalking Horse Purchase Agreement shall apply to any and all claims held by Opulent Techno or Mr. Wee with respect to any claims it or he may have against New Energy. The proceeds derived from the Sale Assets will be applied (i) first, to allowed costs of administration, (ii) second, to allowed priority tax claims, and (iii) third, in payment of existing secured loans in the order of their relative priority. The sale proceeds will be sufficient to pay allowed administrative expenses and priority tax claims, to pay in full the three senior loans held by Truist Bank, and to make a partial payment on the SBA loan equal to the remaining sale proceeds; and, the SBA would retain its lien on the Debtor's other assets where applicable. No distribution will be made on account of the unperfected secured loan held by Mr. Wee, and there would be no funds available for payment of Allowed Unsecured Claims. In the event any funds do become available for distribution to holders of Allowed Unsecured Claims, any intercompany obligations of the Debtor to New Energy are subordinated to Allowed Unsecured Claims. The Plan reflects the Debtor's attempt to achieve a consensual plan of reorganization. In the event any impaired class does not vote to accept the Plan, the Debtor will seek confirmation of the Plan by cramdown as provided in the Bankruptcy Code. A copy of the Order dated March 22, 2023, is available at https://bit.ly/40Kx81B from PacerMonitor.com. About Opulent Americas Opulent Americas, Inc., develops products for the LED lighting, automation, and IoT industries. The company is based in Raleigh, N.C. Opulent Americas filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02997) on Sept. 29, 2022, with $583,105 in assets and $3,450,384 in liabilities. Russell Shaver, president of Opulent Americas, signed the petition. Judge David M. Warren presides over the case. John A. Northen, Esq., at Northen Blue, LLP, represents the Debtor. OWENS & MINOR: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDR) of Owens & Minor, Inc. (OMI) and its subsidiaries at 'BB-'. Fitch also affirmed the long-term secured debt ratings of OMI and its subsidiaries at 'BB+'/'RR2' and the long-term senior unsecured debt ratings of OMI at 'BB-'/'RR4'. The Rating Outlook is Stable. The ratings apply to approximately $2.5 billion of debt as of Dec. 31, 2022. The affirmation of the OMI's ratings reflects its solid position as a global healthcare solutions company serving acute care providers to patients in their homes. The recent addition of Apria Inc. as of March 2022 complements OMI's existing Patient Direct business by creating the potential for a higher-margin, growth platform compared with medical distribution. Those benefits are somewhat offset by the continued uncertainty surrounding the effects of the COVID-19 pandemic on hospital demand for products, cost inflation and supply chain disruption along with the incremental financial risk of the Apria acquisition. KEY RATING DRIVERS Integration of Apria, Inc: Fitch believes that the addition of Apria will complement the business of Byram Healthcare Centers, Inc. (Byram), diversifies OMI's revenues streams into higher margin operations and will contribute meaningfully to FCF over the medium term. Fitch expects OMI will return to gross EBITDA leverage (gross debt/adjusted operating EBITDA) below 4.0x within 24 months following the close of the Apria acquisition. Favorable Outlook for Home Healthcare: The outlook for increased demand of products and services in the home healthcare market represents an opportunity for continued growth and the Apria acquisition fits well within this market. The combination of an aging population in the U.S., rising levels of chronic conditions and an increasing preference for home care bode well for growth of Byram. Lower than Expected Operating Performance: Fitch anticipates that adjusted EBITDA margins will expand modestly in 2023, reflecting a number of remedial steps to reduce cost of goods sold and SG&A. In addition, a focus on accelerating the cash conversion cycle with the view toward debt reduction will help to offset the sluggish pace of sales and operating income. Competitive Environment: The med-surg supply distribution industry in the U.S. is highly competitive and characterized by pricing pressure. Fitch expects margin pressure to continue over the coming years. OMI competes with other national distributors, for example, Cardinal Health, Inc. (BBB) and Medline (B+) and a number of regional and local distributors, as well as customer self-distribution models, and to a lesser extent, certain third-party logistics companies. OMI's success depends on its ability to compete on price, product availability, delivery times and ease of doing business, while managing internal costs and expenses. OMI's focus on customer service has helped it improve retention levels and prevent additional contract losses, as seen in prior years. Customer Concentration: OMI's 2022 10-K stated that its top-10 customers in the U.S. represented approximately 26% of its consolidated net revenue. Additionally, in 2022, approximately 66% of its consolidated net revenue was from sales to member hospitals under contract with its largest Group Purchasing Organizations (GPOs): Vizient, Inc.; Premier, Inc.; and Healthcare Performance Group. As a result of this concentration, OMI could lose a significant amount of revenue due to the termination of a key customer or GPO relationship. The termination of a relationship with a given GPO would not necessarily result in the loss of all of the member hospitals as customers, but the termination of a GPO relationship, or a significant individual healthcare provider customer relationship, could adversely affect OMI's debt-servicing capabilities. DERIVATION SUMMARY OMI's 'BB-' Long-Term IDR reflects its competitive position, gross EBITDA leverage, which is generally expected to remain between 3x and 4x over the medium term, but which is forecast to remain above 4.0x in 2023, primarily because of the incremental leverage associated with the Apria acquisition. Fitch estimates the gross EBITDA leverage following the acquisition of Apria, Inc. has risen to approximately 4.8x as of, and for the year ended Dec. 31, 2022. OMI's much higher leverage and smaller scale compared with AmerisourceBergen Corp. (A-/ Stable), Cardinal Health, Inc. (BBB/Stable) and McKesson Corp (BBB+/Stable) lead Fitch to rate it lower than those peers. OMI competes with other large national distributors, such as Medline (B+/Negative) as well as certain customer self-distribution models, and, to a lesser extent, certain third-party logistics companies. In contrast to other larger distributors, Fitch considers OMI less diversified in terms of customers, revenues and suppliers; however, the addition of Apria will help to improve its profile by offering higher margin growth through the patient-direct marketplace. Fitch uses the strong parent approach to its assessment of the overall linkage of the relationship between OMI and its subsidiaries. The assessment reflects the high legal, operational and strategic incentives between the parent and the subsidiaries. Fitch has consolidated the IDRs of the parent and subsidiaries in light of the aforementioned strong ties. A key legal factor is that across the entire capital structure there are cross-default provisions between the company's revolving credit agreement, term loan agreement, 2024 notes, 2029 notes, 2030 notes and a receivables financing agreement. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer: - Revenues increase at a 2% CAGR over the forecast period through 2026; - Operating EBITDA margins are expected to increase as a result of continued benefits from growth in higher-margin, home healthcare products and services, lower inflation and better absorption of overhead and customer stability; - Debt balances peak at FYE 2022 and decline over the forecast period reducing gross EBITDA leverage to between 3.0x and 4.0x; - Cash from operations (CFO) is assumed to be adequate to fund internal growth and capex of approximately 2.0% of revenues; effective interest expense increases with the rise in SOFR to approximately 6.5%-7.0% over the forecast period offset by the reduction in debt over the same period. - Cash conversion is expected to improve with reduction in inventories; - Fitch's estimates sustainable FCF/debt will be sustained at or above 10.0%; FCF is expected to be used primarily for the reduction of debt. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - Continued reduced dependence on short-term borrowing for working capital needs; - Top-line growth sustained at 4% or higher balanced across segments and geographies, supported by consistent service levels and customer persistency; - Gross EBITDA leverage sustained below 3.0x and FCF/debt above 12.5%. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Substantial dependence on external liquidity facilities for working capital needs; - Increased level of debt for shareholder returns (dividend or share repurchases) or highly leveraged acquisitions that are expected to raise business and financial risks without sufficient returns; - Loss of health care provider customers or a GPO that causes a material loss of revenues and EBITDA; - Gross EBITDA leverage sustained above 4.0x and FCF/debt sustained below 5%. LIQUIDITY AND DEBT STRUCTURE Good Liquidity: OMI has good sources of liquidity that are derived from cash flow from operations, and a revolving credit facility -RCF- (up to $450 million). Fitch anticipates that CFO will be adequate to fund operations and capex needs. Fitch notes that CFO estimates are subject to potential large swings in working capital. OMI maintains a Receivables Financing Agreement, which provides a maximum revolving borrowing capacity of $450 million. Fitch's Corporate Rating Criteria includes only the RCF in its liquidity analysis. Favorable Maturity Profile: Following the acquisition of Apria, OMI has minimal contractual debt obligations until 2024. The acquisition debt will increase OMI's cost of debt and dampen FCF somewhat, but it is anticipated that OMI will prioritize the use of FCF for debt repayment in the two years following the acquisition to reach a gross EBITDA leverage ratio below 4.0x. ISSUER PROFILE Owens & Minor, Inc. and subsidiaries, a Fortune 500 company headquartered in Richmond, VA, is a global health care solutions company that incorporates product manufacturing, distribution support and technology services to deliver products and services to healthcare industry customers in approximately 70 countries. SUMMARY OF FINANCIAL ADJUSTMENTS Historical and projected EBITDA is adjusted principally for nonrecurring expenses, including acquisition related costs. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This 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. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Barista Acquisition I, LLC LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR2 BB+ O&M Halyard, Inc. LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR2 BB+ Owens & Minor, Inc. LT IDR BB- Affirmed BB- senior unsecured LT BB- Affirmed RR4 BB- senior secured LT BB+ Affirmed RR2 BB+ Byram Healthcare Centers, Inc. LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR2 BB+ Owens & Minor Medical, Inc. LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR2 BB+ Barista Acquisition II, LLC LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR2 BB+ Owens & Minor Distribution, Inc. LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR2 BB+ PACK LIQUIDATING: Seeks to Extend Plan Exclusivity to May 22 ------------------------------------------------------------ Pack Liquidating, LLC and its affiliate debtors ask the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods during which only the Debtors may file a Chapter 11 plan and solicit acceptances thereof to May 22, 2023 and July 24, 2023, respectively. The Debtors' current exclusivity filing period and exclusive solicitation period expire on March 23, 2023 and May 25, 2023, respectively. The Debtors stated that they have made significant progress in moving their Chapter 11 cases to a successful completion, including: (a) liquidating the bulk of the Debtors' assets, including through various asset sales; (b) rejecting leases and abandoning personal property to eliminate burdensome expenses for the Debtors' estates; (c) preparing and filing the schedules of assets and liabilities and statements of financial affairs; (d) resolving various contested matters; and (e) commencing drafting of a chapter 11 plan. The Debtors also stated that allowing the expiration of the exclusive periods at this critical stage would serve only to interfere with the progress of their Chapter 11 cases. "Now that the Debtors have sold substantially all of their assets and are winding down, the Debtors require additional time to complete any remaining asset dispositions and to engage in discussions with key stakeholders before filing and prosecuting a plan of liquidation," explained the Debtors. PALACE CAFE: Seeks to Hire EXP Realty as Real Estate Broker ----------------------------------------------------------- Palace Cafe, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire EXP Realty, LLC as its real estate broker. The firm will render these services: 1. prepare all marketing materials, advertising and publicity necessary to advertise and promote the sale; 2. generate leads, to list the property for sale in the applicable Multiple Listing Services, and to otherwise advertise the property for sale; 3. utilize its experience and expertise to sell the property in a professional manner in a effort to obtain the highest possible price for the property; and 4. appear in the Bankruptcy Court and testify about the sale or any related matter upon request. The broker has agreed to perform these services for a 6 percent commission. As disclosed in the court filings, EXP has no disqualifying connection with the Debtor, any creditor or other party in interest and does not hold or represent any interest adverse to the estate. The firm can be reached through: Natalie Broussard EXP Realty, LLC 2219 Rimland Drive, Suite 301 Bellingham, WA 98226 Phone: 337 288 2191 Email: natalie.broussard@exprealty.com About Palace Cafe Palace Cafe, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 22-50478) on July 25, 2022, listing $100,001 to $500,000 in both assets and liabilities. Judge John W. Kolwe oversees the case. D. Patrick Keating, Esq. at the Keating Firm, APLC represents the Debtor as counsel. PARADIGM MIDSTREAM: S&P Places 'B' ICR on CreditWatch Positive -------------------------------------------------------------- S&P Global Ratings placed all its ratings on Paradigm Midstream LLC, including its 'B' issuer credit rating on the company and its 'B+' issue-level rating on its debt, on CreditWatch with positive implications. Harvest Midstream I L.P. announced on Feb. 27, 2023, that it has entered into a definitive acquisition agreement to acquire Paradigm. S&P said, "The CreditWatch placement reflects our expectation that we could raise our ratings on Paradigm in line with those of Harvest, following the close of the acquisition. We expect to resolve the CreditWatch after the proposed transaction closes, which is expected to occur in the second quarter of 2023. "We placed our ratings on Paradigm on CreditWatch with positive implications to reflect that we could raise our ratings to the level of Harvest following the close of Paradigm's acquisition by Harvest. "Placing the ratings on CreditWatch with positive implications reflects the likelihood that we could raise our ratings on Paradigm and its debt upon close of the acquisition. We expect to resolve the CreditWatch at or near the close of the transaction, which we anticipate in the second quarter of 2023. We expect Harvest to fully integrate Paradigm into its business following the acquisition." PRECISION FORGING: Case Summary & 13 Unsecured Creditors -------------------------------------------------------- Debtor: Precision Forging Dies, Inc. d/b/a C&C AEROL Machining d/b/a A Aerospace Machining Company 10710 Sessler Street South Gate, CA 90280-7221 Business Description: The Company specializes in precision manufacturing and servicing of structural components, tooling, and turbines for military, commercial and space industries. Chapter 11 Petition Date: April 3, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-12015 Debtor's Counsel: Robert P. Goe, Esq. GOE FORSYTHE & HODGES LLP 17701 Cowan Building D, Suite 210 Irvine, CA 92614 Tel: (949) 798-2460 Fax: (949) 955-9437 Email: rgoe@goeforlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dan Kloss as chief executive officer, chief financial officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2RLWPBQ/Precision_Forging_Dies_Inc__cacbke-23-12015__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Signature Financial LLC Judgment Lien $1,091,853 d/b/a Signature Financial & Leasing LLC 225 Broadhollow Rd Suite 132W Melville, NY 11747-4809 David McGowan Tel: (631) 861-2690 Email: dmcgowan@signatureny.com 2. Liberty Capital Lawsuit $686,784 45 Carey Avenue Suite 200 NJ 07406 Jeffrey Peck Tel: (973) 492-5300 Email: amartino@libertycapitalna.com 3. Webster Bank $640,120 (Sterling Bank) P.O. Box 75364 Chicago, IL 60675 Jeffrey Peck Tel: (248) 991-3813 Email: jpeck2@snb.com 4. Global Finance Group $578,400 2424 E. Bristol Street Suite 2850 Newport Beach, CA 92660 J. Jeffery Morris Tel: (949) 225-3465 Email: jmorris@globalfinancegroup.com 5. The Huntington Lawsuit $560,277 Bank (Jules Assoc.) 11100 Wayzata Blvd. #700 Hopkins, MN 55305 Eric E. Hill, VP Tel: (330) 438-1217 Email: erick.hull@huntington.com 6. Mr Robert Page $416,323 3563 Valley View Ave Norco, CA 92860-1394 Tel: (714) 337-4888 Email: robert.page@sbcglobal.net 7. Umpqua Bank $310,857 4040 Mac Arthur Blvd Suite 100 Newport Beach, CA 92660 Lindas Hammersley Tel: (619) 315-2210 Email: linddahammersley@unpquabank.com 8. Aurica Coltea $288,000 428 E. 1st Hinsdale Hinsdale, IL 60521 Aurica Coltea Email: pushacoltea@gmail.com Tel: (630) 294-0439 9. Southern California Edison $263,537 2244 Walnut Grove Rosemead, CA 91772 Tel: (800) 990-7788 10. Crista Carcalean $30,506 13476 Lynwood Place Brea, CA 92821 Tel: (949) 295-0660 11. Ana Mihalache $21,852 1910 West Palmyra Ave, #55 Orange, CA 92868 Ana Michalache Email: klatovybucuresti@gmail.com 12. City of South Gate $2,848 8650 California Avenue South Gate, CA 90280 Tel: (323) 563-9586 13. Universal Waste Trash Services $659 Systems, Inc. P.O. Box 3038 Whittier, CA 90605-3038 Tel: (562) 334-3660 QUALITY HEATING: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Quality Heating and Air Conditioning Company, Inc. to use cash collateral, on an interim basis, in accordance with the budget. The Debtor requires the use of cash collateral to fund the Debtor's post-petition business operations. As previously reported by the Troubled Company Reporter, the Debtor in 2017 obtained a term loan and a line of credit from Wilmington Savings Fund Society, FSB. According to the Debtor's books and records, the outstanding secured debt on the WSFS loans is less than $7.1 million. Also prior to the Petition Date, the Debtor obtained a loan via the Small Business Administration's Economic Injury Disaster Loan program. The balance of the EIDL loan is $2 million, however under the terms of the EIDL loan, it does not begin repayment until April 2024 and this loan is amortized and repaid over 30 years. Other secured claims are related to certain vehicles of the Debtor's which are in repayment and are current. The Debtor believes that, to the extent WSFS holds valid, perfected liens in all of the Debtor's assets, WSFS has an ample equity cushion. The Debtor believes its property, accounts receivable, and equipment has a value well in excess of $16.5 million. Considering that the Debtor's books demonstrate that WSFS's debts are less than $7.1 million, the Debtor believes that even considered conservatively, WSFS has a significant equity cushion of at least several million dollars with respect to any valid lien. As adequate protection, WSFS is granted adequate protection, replacement security interests in and replacement liens in post-petition assets acquired using the cash collateral to the same extent and priority as existed pre-petition in accordance with 11 U.S.C. section 361. The replacement liens and security interests granted to WSFS herein are automatically deemed perfected upon entry of the Order without the necessity of WSFS taking possession, filing financing statements, mortgages or other documents. As further adequate protection, within 14 days of the date of the Order, the Debtor must provide to WSFS: (a) an internally prepared income statement and balance sheet for fiscal year 2022; (b) a year-to-date 2023 income statement and balance sheet; (c) a current same extent priority and validity as existed pre-petition. The Debtor will make regular monthly payments to WSFS as required under the WSFS loan documents, in the amounts set forth in the regular monthly statements issued by WSFS with the initial payments to be made on or before April 3, 2023. The SBA is granted, as assurance of adequate protection, replacement liens in postpetition assets to the same extent and priority as existed pre-petition in accordance with 11 U.S.C. section 361. A final hearing on the matter is set for April 12, 2023 at 4 pm. A copy of the Court's order is available at https://bit.ly/3nxs2HE from PacerMonitor.com. About Quality Heating and Air Conditioning Headquartered in Newport, Delaware, Quality Heating and Air Conditioning provides HVAC and sheet metal services across the Delaware, Maryland, Pennsylvania, New Jersey and Virginia areas. Quality Heating specializes in the construction and commercial industries and was founded over 50 years ago. It is capable of all phases of sheet metal work and has worked on an extensive variety of projects including new construction, industrial, pharmaceutical, medical, educational, remodels and design-build. It has over 40,000 square feet of space dedicated to custom fabrication. Quality Heating sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10354) on March 27, 2023. In the petition signed by Horace Adam Wahl, III, president, the Debtor disclosed up to $50 million in both assets and liabilities. Judg Karen B. Owens oversees the case. Ronald S. Gellert, Esq., at Gellert Scali Busenkell & Brown, LLC, represents the Debtor as legal counsel. QUALITY HEATING: Sets Bid Procedures for Substantially All Assets ----------------------------------------------------------------- Quality Heating and Air Conditioning Co., Inc., asks the U.S. Bankruptcy Court for the District of Delaware for approval of proposed bidding procedures in connection with the auction sale of substantially all assets. Although the Debtor has substantial assets, it is suffering from liquidity problems which are further exacerbated by higher labor costs, raw material costs and several underperforming projects. If approved, the proposed bid procedures will enable the Debtor to move expeditiously towards the best resolution of the case. The Sale, the Bid Procedures, and the related relief requested in the Motion are in the best interests of the Debtor's estate and its stakeholders. Accordingly, the Debtor requests that the Court grants the Motion. The Debtor seeks entry the Bid Procedures Order: (a) authorizing and approving the Bid Procedures attached to the Bid Procedures Order and approving the Bid Protections in connection with the sale of substantially all of the Debtor's Assets; (b) approving the form and manner of notice of an Auction and Sale Hearing with respect to the Sale, attached as Exhibit 2 to the Bid Procedures Order; (c) scheduling the Auction and Sale Hearing; (d) approving procedures for the assumption and assignment of certain executory contracts and unexpired leases in connection with the Sale; and (e) granting related relief. In addition, the Debtor will seek entry of the Sale Order at the conclusion of the Sale Hearing: (a) authorizing and approving the Sale of the Assets to the Successful Bidder on the terms substantially set forth in the Successful Bid; (b) authorizing and approving the Sale free and clear of liens, claims, encumbrances, and other interests to the extent set forth in the Successful Bid; (c) authorizing the assumption and assignment of the Contracts; and (d) granting any related relief. The Debtor reserves the right to file and serve any supplemental pleading or declaration that the Debtor deems appropriate or necessary in its reasonable business judgment, including any pleading summarizing the competitive bidding and sale process and the results thereof, in support of its request for entry of the Sale Order before the Sale Hearing. The Debtor requests that the Court approve the following general timeline: (a) Contract Cure Objection Deadline: 4:00 p.m. (ET) seven calendar days from service of the Contract Notice, as the deadline to object to the cure amounts listed in the Contract Notice; (b) Stalking Horse Deadline: 12:00 p.m. (ET) May 23, 2023 as the deadline by which stalking horse bids must be received. However, the Debtor may elect to identify a Stalking Horse Bidder at any time prior to this deadline. (c) Sale Objection Deadline: 4:00 p.m. (ET), on June 5, 2023; (d) Bid Deadline: 12:00 p.m. (ET), June 8, 2023, as the deadline by which bids for the Assets (as well as the deposit and all other documentation required under the Bid Procedures for Qualified Bidders must be actually received; (e) Auction: June 9, 2023 at 10:00 a.m. (ET), if needed, will be held at the offices of Gellert Scali Busenkell & Brown, LLC, 1201 N. Orange St., 3rd Floor, Wilmington, DE 19801; and (f) Sale Hearing: 10:00 a.m. (E.T.) on June 12, 2023. The Debtor and their investment banker will market the Debtor's business with hopes of identifying a strategic or market participant to serve as a stalking horse bidder. At this time, the Debtor has not secured a Stalking Horse Bidder, but it believes it can identify a Stalking Horse Bidder and will be able to enter into a Stalking Horse Agreement. In that regard, if the Debtor selects a Stalking Horse Bidder prior to the Bidding Procedures Hearing, it proposes to file with the Court the Stalking Horse Notice. Alternatively, if the Debtor is unable to secure a Stalking Horse Bid prior to the Bidding Procedures Hearing, it requests authority to later secure one. In connection therewith, the Debtor requests that it be authorized to provide certain bidding protections to a prospective Stalking Horse Bidder as a condition to such Stalking Horse Bidder's execution of a Stalking Horse Agreement. The Debtor requests authority to enter into a Stalking Horse Agreement that grants the Stalking Horse Bidder (i) a break up fee up to 2% of the aggregate Purchase Price plus (ii) the reimbursement of all expenses of the Stalking Horse Bidder in connection with the negotiation and consummation of a sale (including, without limitation, reasonable attorneys' fees and expenses) up to an aggregate amount of $75,000, and (iii) topping bid protection of an amount that will be sufficient to satisfy the Break Up Fee and the Expense Reimbursement plus a minimum incremental amount of $100,000 ("Bid Protections"). Furthermore, a Stalking Horse Bidder will be entitled, in any subsequent bids it makes at the Auction, to credit bid the amount of its Break up Fee and Expense Reimbursement. The salient terms of the Bidding Procedures are: a. Bid Deadline: June 1, 2023 b. Initial Bid: If there is a Stalking Horse Bid, the next bid must be greater than or equal to the sum of the Stalking Horse Bid plus the Bid Protections. c. Deposit: $250,000 or 5% of the aggregate cash purchase price of the Bid d. Bid Increments: $100,000 e. Closing: 15 days from the entry of an order approving the Sale Within three calendar days after entry of the Bid Procedures Order, the Debtor will cause the Sale Notice to be served on the Sale Notice Parties. The Debtor is also seeking approval of certain procedures to facilitate the fair and orderly assumption and assignment of the Contracts in connection with the Sale. The Debtor submits that any interest that will not be an assumed liability satisfies or will satisfy at least one of the five conditions of section 363(f) of the Bankruptcy Code, and that any such interest will be adequately protected by either being paid in full at the time of closing, or by having it attach to the net proceeds of the Sale, subject to any claims and defenses the Debtor may possess. The Debtor accordingly requests authority to convey the Assets to the Successful Bidder arising from the Auction, if any, free and clear of all liens, claims, rights, interests, charges, and encumbrances, with any such liens, claims, rights, interests, charges, and encumbrances to attach to the proceeds of the Sale. To the extent that the Debtor ultimately seeks approval of a DIP financing, the DIP lenders should be entitled to credit bid its interests at the Auction as set forth in the Bid Procedures. To facilitate and effectuate the sale of the Assets, the Debtor is seeking authority to assign or transfer the Contracts to the Successful Bidder arising from the Auction, if any, to the extent required by such bidders. To maximize the value received for the Assets, the Debtor seeks to close the Sale as soon as possible after the Sale Hearing. Accordingly, the Debtor requests that the Court waives the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Bidding Procedures is available at https://tinyurl.com/47x5vr2h from PacerMonitor.com free of charge. About Quality Heating and Air Conditioning Quality Heating and Air Conditioning is headquartered in Newport, Delaware and provides HVAC and sheet metal services across the Delaware, Maryland, Pennsylvania, New Jersey and Virginia areas. The Debtor specializes in the construction and commercial industries and was founded over 50 years ago. The Debtor is capable of all phases of sheet metal work and has worked on an extensive variety of projects including new construction, industrial, pharmaceutical, medical, educational, remodels and design-build. The Debtor has over 40,000 square feet of space dedicated to custom fabrication. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10354-KBO) on March 27, 2023. In the petition signed by Horace Adam Wahl, III, president, the Debtor disclosed up to $50 million in both assets and liabilities. Ronald S. Gellert, Esq., at Gellert Scali Busenkell & Brown, LLC, represents the Debtor as legal counsel. R.W. DAVIDSON: Unsecureds Will Get 2 Cents on Dollar in 5 Years --------------------------------------------------------------- R.W. Davidson Contracting LLC filed with the U.S. Bankruptcy Court for the Eastern District of Kentucky a Plan of Reorganization for Small Business dated March 30, 2023. The Debtor is a Kentucky limited liability company authorized to do business in Kentucky, with its principle place of business being 216 Hannah Rd., Shelbyville, KY 40065. The Debtor's primary business is a commercial concrete contractor. Robert Davidson is the sole member of the Debtor. After spending many years in the commercial concrete business working for other companies, Robert Davidson started R.W. Davidson in 2019. Unfortunately, as a result of losing money on one of the Debtor's first large projects and the effects of the Covid 19 Pandemic, the Debtor took loans from three lending companies that had very high interest rates and required weekly repayments on the loans As a consequence of not being able to pay these loans and continue operations, on December 30, 2022 the Debtor filed in this Court its voluntary petition for relief under chapter 11 of the Bankruptcy Code. Pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code, the Debtor continues to operate its business and manage its property as a debtor in possession. Debtor's interests in property as of Petition Date totaled a fair market value of approximately $184,960.15, which amount includes approximately $40,955.84 in cash or cash equivalents, $55,504.31 in accounts receivable, $1000.00 in office furniture and $87,500.00 in equipment and vehicles. The Debtor's financial projections show that the Debtor will have projected disposable income of approximately $15,000.00 with approximately $750.00 being paid in quarterly distributions to Class 6 unsecured claim holders. The final Plan payment is expected to be paid in May, 2028. This Plan under chapter 11 of the Bankruptcy Code proposes to pay creditors of the Debtor from future income. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 2 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 6 consists of Non-Priority unsecured claims. Holders of allowed Class 6 Claims will share pro rata in quarterly distributions of approximately $750.00, to begin 90 days after the Debtor's payment in full of all allowed administrative claims as set forth in the Plan and concluding with the first such distribution that is five years after the Effective Date. The Debtor projects that there will be 20 such quarterly distributions, for a total dividend to unsecured creditors of $15,000.00, or approximately 2 cents on the dollar. This Class is impaired. Class 7 consists of Equity security holders of the Debtor. Robert W. Davidson shall retain 100% of the equity interest in the Debtor. This Class is unimpaired. A full-text copy of the Plan of Reorganization dated March 30, 2023 is available at https://bit.ly/3M6LrJM from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Neil C. Bordy, Esq. Seiller Waterman, LLC Meidinger Tower, 22nd Floor 462 S. Fourth Street Louisville, KY 40202 Telephone: (502) 584-7400 Facsimile: (502) 583-2100 Email: cantor@derbycitylaw.com About R.W. Davidson Contracting R.W. Davidson Contracting, LLC's primary business is a commercial concrete contractor. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ky. Case No. 22-30304) on Dec. 30, 2022, with up to $500,000 in assets and up to $1 million in liabilities. Robert W. Davidson, president of R.W. Davidson, signed the petition. Judge Tracey N. Wise oversees the case. Neil C. Bordy, Esq., at Seiller Waterman, LLC, is the Debtor's legal counsel. RDX TECHNOLOGIES: Hires Moyes Sellers as Bankruptcy Counsel ----------------------------------------------------------- RDX Technologies Corporation seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Moyes, Sellers, & Hendricks Ltd. as its general bankruptcy counsel. The firm's services include: a. taking necessary and appropriate actions to protect and preserve the Debtor's bankruptcy estate; b. providing legal advice with respect to the Debtor's duties and powers as a debtor-in-possession; c. preparing any necessary applications, motions, answers, orders, reports, and other legal papers; d. preparing and pursuing confirmation of a plan of reorganization and approval of a disclosure statement, and such further actions as may be required in connection with administration of the Debtor's case; e. acting as the Debtor's general bankruptcy counsel and performing all other necessary or appropriate legal services; and f. acting as the Debtor's general litigation counsel in connection with matters arising under or related to this bankruptcy case. Moyes Sellers will be paid at these hourly rates: Cody J. Jess, Member $450 Scott R. Goldberg, Of Counsel $500 Partners $300 to $500 Associates $210 to $290 Legal Assistants and Paralegals $60 to $235 Moyes Sellers will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott Goldberg, partner of Moyes Sellers & Hendricks Ltd., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Moyes Sellers can be reached at: Keith L. Hendricks, Esq. Scott R. Goldberg, Esq. MOYES SELLERS & HENDRICKS LTD 1850 North Central Avenue, Suite 1100 Phoenix, AZ 85004 Telephone: (602) 604-2141 Email: khendricks@law-msh.com sgoldberg@law-msh.com About RDX Technologies Corporation RDX Technologies Corporation dba Ridgeline Energy Services (USA), Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-01373) on March 6, 2023. The petition was signed by Anthony Ker, director and CEO. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $10 million to $50 million in liabilities. Judge Madeleine C. Wanslee oversees the case. Scott R. Goldberg, Esq. at MOYES SELLERS & HENDRICKS LTD. serves as the Debtor's counsel. RIVERSIDE MILITARY: Fitch Alters Outlook on 'BB-' IDR to Negative ----------------------------------------------------------------- Fitch Ratings has affirmed the rating on approximately $50 million of Gainesville & Hall County Development Authority (GA) series 2017 refunding revenue bonds issued on behalf of Riverside Military Academy (RMA), and RMA's Issuer Default Rating (IDR) at 'BB-'. The Rating Outlook is revised to Negative from Stable. Entity/Debt Rating Prior ----------- ------ ----- Riverside Military Academy (GA) LT IDR BB- Affirmed BB- Riverside Military Academy (GA) /General Revenues/1 LT LT BB- Affirmed BB- SECURITY The bonds are an absolute and unconditional obligation of RMA, secured by a first lien on the academy's campus and a cash-funded debt service reserve fund (DSRF). ANALYTICAL CONCLUSION The revision of the Outlook to Negative reflects Fitch's concern that RMA's elevated vulnerability to sustained demand and operating pressure may erode the academy's balance sheet ratios should unfavorable operating conditions persist. In addition, RMA's reliance on endowment draws to subsidize operations and weaken balance sheet ratios to levels inconsistent with the 'BB-' rating. Failure to stabilize enrollment and resultant operations beyond fiscal 2023 could pressure the rating. Rating sensitivities noted below address potential rating implications under Fitch's stress scenario, which assumes a slower economic recovery and prolonged operating revenue pressure. The 'BB-' IDR and revenue bond rating reflect Fitch's expectation that RMA's enrollment base will remain suppressed at well-below historical levels through the intermediate term, resulting in lower revenues and a weaker revenue defensibility assessment. RMA's enrollment cycle and cash flow stability rely on rolling matriculation throughout the academic year and a significant base of international students, both of which have declined in recent years. Enrollment YTD is modestly higher than in fiscal 2022, indicating prospects for near-term stabilization. RMA has made necessary expense reductions to maintain stable debt service coverage, consistent with the academy's relatively variable cost structure. Still, Fitch remains concerned that revenue weakness may pressure operations and debt services going forward. Although stable in recent years, RMA's available cash and investments (net of permanently restricted net assets) has declined by 25% yoy ($19 million in fiscal 2022) due largely to pressured investment performance. Available funds (AF) to debt has generally ranged from 40%-50% in recent years. However, it has declined to 38.6% in fiscal 2022, providing a thin cushion against ongoing operating pressure. KEY RATING DRIVERS Revenue Defensibility: 'Weaker' Fitch's assessment of revenue defensibility at 'Weaker' reflects RMA's suppressed demand picture. Fitch is concerned that enrollment will not stabilize in the near term. Contracts at this level are down by more than half from their pre-pandemic peak in Fall 2018. However, revenues overall demonstrated less volatility than enrollment throughout the pandemic. The academy increased tuition and fee rates, especially day tuition rates, to partially offset the contraction in boarding attendance and enrollment levels appear to be stabilizing around fiscal 2022 levels. Non-recurring federal relief from the Paycheck Protection Program and an employee retention credit program totaled about $5 million in recent years and a final credit of about $2.5 million is anticipated in fiscal 2024. The academy has worked on adding grade levels to its academic offerings to counteract enrollment volatility, including a sixth-grade cohort. The expansion of middle school grades has been achieved with limited added expense to date, and management expects this to remain true as the sixth-grade class completes RMA's middle school offerings. Favorably, the academy has repositioned its marketing and enrollment strategies to improve their international enrollment prospects and attract students for high-demand programs that may yield higher net tuition revenues per student. The academy remains highly reliant on student-generated revenues and elevated endowment draws to cover deficits, which Fitch will monitor as RMA works on rebounding from enrollment-related revenue volatility. Operating Risk: 'Midrange' RMA's generally variable operating expenses with limited labor constraints provide sound operating cost flexibility. The academy managed fiscal 2022 spending in line with revenue volatility. The expansion of the middle school grades has been achieved with minimal incremental expense. Staff and faculty levels will be adjusted with enrollment growth in future years to maintain balanced financial operations. RMA's capex needs are limited, and the ability to efficiently manage existing resources and modest future capital plans moderate RMA's operating risk. Expenses increased in fiscal 2022 and 2023 as RMA returned to fully-funded operations, but some of these were non-recurring investments in RMA's market repositioning and Fitch expects spending to remain relatively stable in the near term with limited increases. Financial Profile: 'Weaker' Fitch assesses RMA's financial profile at 'Weaker' driven by balance sheet sensitivity to near-term economic volatility and revenue pressure. RMA has approximately $19 million in available cash and investments (about 39%) against $49 million of adjusted debt, below recent historical levels. RMA's debt is amortized at a fixed rate and management has also reported no future debt plans. Net debt to funds available for debt service (FADS)--a measure of leverage-- has been volatile but declining in recent years, peaking in fiscal 2019 and declining to near 4.3x in fiscal 2022 due to the assistance of a non-recurring federal relief funding and significant endowment draws. Fitch expects RMA's leverage to become an increasing pressure point in future years with net debt to FADS increasing, despite management's expense control efforts. While liquidity is currently a neutral consideration, RMA is particularly susceptible to insufficient debt service coverage under a stress scenario. RMA did not make economic coverage during fiscal 2020 from recurring operations as calculated by Fitch, but remained in compliance with financial covenants under the loan agreement, including 1x maximum annual debt service (MADS) coverage from the change in net assets from operations (including endowment draw and realized and unrealized gains). Coverage below the covenanted level would require submitting a corrective action plan to the trustee after one fiscal year and the engagement of a consultant after two fiscal years. Failure to remain in compliance with financial covenants would likely result in downward rating action. Asymmetric Risk Additive Considerations There were no asymmetric considerations incorporated in RMA's rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: - Continued declines in enrollment and net tuition revenues that pressure the RMA's ability to generate sustainable margins at levels which adequately cover debt service; - Further deterioration of cash and investments to levels consistently below 40% of adjusted debt; either via unsustainable draws for operations or via additional debt. Factors that could, individually or collectively, lead to positive rating action/upgrade: - While an upgrade is unlikely, and Outlook revision to Stable is possible should RMA exhibit sustained enrollment and associated revenue growth over the next 12-18 months; - Steady cash flow at levels consistently above annual debt service requirements, without reliance on an unsustainable endowment distribution or other non-recurring funds; - Stable balance sheet ratios with unrestricted cash and investments to adjusted debt consistently above 45%. CREDIT PROFILE Founded in 1907, Riverside Military Academy (RMA) is a military-style college preparatory school for boys, offering boarding and day school programs for grades 6-12. The academy is located on a 206-acre campus in Gainesville, GA, about 60 miles northeast of Atlanta. The academy holds dual-accreditation from the Southern Association of Independent Schools and the Southern Association of Colleges and Schools, which was renewed in 2023 for five years. Asymmetric Risk Additive Considerations In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This 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. RW WELDING: Continued Operations to Fund Plan Payments ------------------------------------------------------ RW Welding and Construction, LLC filed with the U.S. Bankruptcy Court for the Northern District of Texas a Plan of Reorganization dated March 30, 2023. The Debtor began operations in 2021. The Debtor's business consists of the construction of steel frame buildings. The Debtor does not do any of the actual work, but uses subcontractors for all facets of the construction. However, the Debtor's margins are small, and in 2022, two major customers did not pay for their construction costing the Debtor more than $200,000. The Debtor used all of its financial resources and took out some short term loans which the Debtor was unable to re-pay. The Debtor was being sued by some of its creditors and the winter months are traditionally the worst time for construction. The Debtor filed this case to regroup its operations and make a payment to its creditors. The Debtor filed this case on December 30, 2022 and has continued to operate the company. Debtor has been able to operate basically at break even during this proceeding. The Debtor anticipates that as the weather improves it will be able to operate and generate a profit to fund the Plan. It is anticipated that after confirmation, the Debtor will continue in business. Based upon the projections, the Debtor believes it can service the debt to the creditors. The Debtor will continue in business. Claimants will receive cash payments over a period of time beginning on the effective date, unless a different payment date noted herein. Class 2 consists of Allowed Unsecured Creditors. All unsecured creditors shall share pro rata in the unsecured creditors pool. This class will include claims of National Funding, Pearl Delta Funding, Bluevine, Prosperum and Rental One. The Debtor shall make monthly payments commencing 30 days after the effective date of $1,500 into the unsecured creditors' pool. The amount represents the Debtor's disposable income as that terms is defined in Section 1191(d) of the Bankruptcy Code. The Debtor shall make distributions to the Class 2 creditors every 90 days commencing 90 days after the first payment into the unsecured creditors pool. The Debtor shall make 36 payments into the unsecured creditors pool. Any Class 2 creditor that has filed a UCC-1 shall be deemed to consent to a release of any UCC-1 filing upon confirmation of this Plan. The Class 2 creditors are impaired under this Plan. Class 3 consists of Current Owners. The current owner will receive no payments under the Plan, however, he will be allowed to retain his ownership in the Debtor. Class 3 Claimants are not impaired under the Plan. Class 3 Claimants are not impaired under the Plan. Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Plan of Reorganization dated March 30, 2023 is available at https://bit.ly/3KsYL9W from PacerMonitor.com at no charge. Proposed Attorneys for Debtor: Eric A. Liepins, Esq. Eric A. Liepins, PC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About RW Welding and Construction RW Welding and Construction, LLC's business consists of the construction of steel frame buildings. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-32431) on Dec. 30, 2022, with as much as $1 million in both assets and liabilities. Judge Scott W. Everett oversees the case. Eric A. Liepins, Esq., at Eric A. Liepins, P.C. represents the Debtor. RYZE RENEWABLES: Hires Guggenheim Securities as Investment Banker ----------------------------------------------------------------- Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Guggenheim Securities, LLC as their investment banker. The firm will render these services: a. review and analysis of the business, financial condition and prospects of the Debtor; b. evaluation of the liabilities of the Debtor, its debt capacity and its strategic and financial alternatives; c. in connection with any transaction: i. evaluation from a financial and capital markets point of view of alternative structures and strategies for implementing the transaction; ii. preparation of offering, marketing or other transaction materials concerning the Debtors and the transaction for distribution and presentation to the relevant transaction counterparties; iii. development and implementation of a marketing plan with respect to such transaction; iv. identification and solicitation of, and the review of proposals received from, prospective transaction counterparties; and v. negotiation of the transaction; d. in connection with the pursuit of any transaction in a Bankruptcy Case, evaluation, from a financial point of view, of alternative strategies for implementing any such Transaction, including pursuant to a Plan, which may be a plan under Chapter 11 of the Bankruptcy Code confirmed in connection with any Bankruptcy Case in Bankruptcy Court. The firm will be compensated as follows: a. Monthly Fees. i. The Company will pay Guggenheim Securities a non-refundable cash fee of $100,000 per month (each, a "Monthly Fee"), which will be due and paid by the Company in advance, with respect to each month during the period of Guggenheim Securities' engagement under the Engagement Letter, promptly on the first day of each month, in each case, whether or not any Transaction is consummated; provided, that, without otherwise limiting any of the foregoing, with respect to the first such Monthly Fee only, such fee shall become due and be paid on Sep. 20, 2022 (on account of the period from such date through and including Sep. 30, 2022, with such initial Monthly Fee to be prorated to reflect the number of days in such period relative to the total number of days in such month); provided, further, that, as of and following the commencement of any Bankruptcy Case, the Monthly Fee which will be due and paid by the Company on the first day of each month during the period of Guggenheim Securities' engagement under the Engagement Letter shall be in an amount equal to $150,000 per month. ii. Commencing with the seventh full Monthly Fee actually paid under the Engagement Letter, an amount equal to 50 percent of the Monthly Fees actually paid to Guggenheim Securities shall be credited against any Transaction Fee that thereafter becomes payable pursuant to Sections 4(b), 4(c) or 4(d) of the Engagement Letter (it being understood that, once credited against any one of the foregoing fees, any such amount of Monthly Fees so credited cannot be credited again against any other fee payable thereunder). b. Restructuring Transaction Fee(s). i. If any Restructuring Transaction is consummated, then, in each case, the Company will pay Guggenheim Securities a cash fee (each, a "Restructuring Transaction Fee") in an amount equal to $3,000,000. ii. Any such Restructuring Transaction Fee will be payable promptly upon the consummation of any Restructuring Transaction. c. Financing Fee(s). i. If any Financing Transaction is consummated, then, in each case, the Company will pay Guggenheim Securities one or more cash fees (each, a "Financing Fee") in an amount equal to the sum of: (A) 150 basis points (1.50 percent) of the aggregate face amount of any debt obligations to be issued or raised by the Company (including the face amount of any related commitments) in any Debt Financing that is secured by first priority liens over the Company's assets or that otherwise constitutes debtor-in-possession financing in connection with a Bankruptcy Case, plus (B) 300 basis points (3.00 percent) of the aggregate face amount of any debt obligations to be issued or raised by the Company (including the face amount of any related commitments) in any Debt Financing that is not covered by Section 4(c)(i)(A) of the Engagement Letter (any such fee amount, a "Junior Debt Fee"), plus (C) 500 basis points (5.00 percent) of the aggregate amount of gross proceeds raised by the Company in any Equity Financing (including the face amount of any related commitments) (any such fee amount, an "Equity Fee"); plus (D) With respect to any other securities or indebtedness issued that is not otherwise covered by Sections 4(c)(i)(A) to 4(c)(i)(C) of the Engagement Letter, such financing fees, underwriting discounts, placement fees or other compensation as customary under the circumstances and mutually agreed in advance by the Company and Guggenheim Securities. ii. With respect to any Financing Fee actually paid to Guggenheim Securities under the Engagement Letter in full, an amount equal to 50 percent of any portion thereof consisting of Junior Debt Fees and/or Equity Fees shall be credited against any Restructuring Transaction Fee that thereafter becomes payable pursuant to Section 4(b) of the Engagement Letter (it being understood that, once credited against the foregoing fee, any such amount of the Financing Fee so credited cannot be credited again against any other fee payable thereunder); provided, that, with respect to Junior Debt Fees, regardless of the total amount or number of Junior Debt Fees paid to Guggenheim Securities under the Engagement Letter, the maximum amount of Junior Debt Fees, taken as a whole, that may be so credited thereunder pursuant to (and subject to the terms of) Section 4(c)(iii) of the Engagement Letter shall not in any event exceed $1,500,000, in the aggregate. iii. Financing Fees for any Financing Transaction will be payable upon the consummation of the related Financing Transaction. d. Sale Transaction Fee(s). i. If any Sale Transaction is consummated, then in each case, the Company will pay Guggenheim Securities a cash fee (each, a "Sale Transaction Fee") in an amount equal to the greater of (A) $4,000,000 or (B) the sum of: (x) with respect to the first $400,000,000 of Aggregate Sale Consideration involved in such Sale Transaction, 2.00 percent of said Aggregate Sale Consideration, plus (y) with respect to the next $350,000,000 of Aggregate Sale Consideration involved in such Sale Transaction, 1.65 percent of said Aggregate Sale Consideration, plus (z) with respect to any additional amount of Aggregate Sale Consideration involved in such Sale Transaction, 1.50 percent of said Aggregate Sale Consideration. ii. Any such Sale Transaction Fee will be payable promptly upon the consummation of any Sale Transaction. iii. With respect to any Sale Transaction Fee actually paid to Guggenheim Securities under the Engagement Letter in full, 100 percent thereof shall be credited against any Restructuring Transaction Fee that thereafter becomes payable pursuant to Section 4(b) of the Engagement Letter (it being understood that, once credited against the foregoing fee, any such amount of the Sale Transaction Fee so credited cannot be credited again against any other fee payable thereunder). e. Expense Reimbursement. The firm will seeks reimbursement for its travel and all other reasonable out-of-pocket expenses incurred in connection with or arising out of the Engagement Letter. Morgan Suckow, a senior managing director at Guggenheim Securities, 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 holds office at: Morgan Suckow Guggenheim Securities, LLC 330 Madison Avenue New York, NY 10017 Phone: 212-518-9200 Email: GSinfo@GuggenheimPartners.com About Ryze Renewables Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC were formed in 2017 in connection with the planned repurposing of an existing biofuels refinery located in Las Vegas, Nevada that, once complete, will have the capacity to produce 7,500 barrels of renewable diesel per day by converting non-edible renewable and waste feedstocks to premium low-carbon fuels. Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10289) on March 9, 2023. In the petition signed by Klaus Gerber as chief restructuring officer, the Debtor disclosed up to $100 million to $500 million in both assets and liabilities. Judge Mary F. Walrath oversees the case. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Paul, Weiss, Rifkind, Wharton, & Garrison LLP as restructuring counsel, Stinson LLP as special construction counsel, Alvarez & Marsal North America, LLC as CRO provider, Guggenheim Partners, LLC as investment banker, and Stretto as notice, claims & balloting agent and administrative advisor. RYZE RENEWABLES: Seeks to Hire Alvarez & Marsal, Appoint CRO ------------------------------------------------------------ Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Alvarez & Marsal North America, LLC to provide the Debtors with a chief restructuring officer and certain additional personnel to support the CRO, and designate Klaus Gerber as their CRO. The firm will render these services: (a) review, evaluation, and development of the Debtors' current business plan, development of cash flow forecast, and presentation of materials to the Debtors' boards of managers and their creditors; (b) assist in the development and management of a 13-week cash flow forecast; (c) assist in recapitalization efforts, including diligence requests and other potential negotiations with investors; (d) the engagement personnel shall assist in developing for the Boards' review possible restructuring plans or strategic alternatives for maximizing enterprise value; (e) the CRO shall serve as the principal contact with the Debtors' creditors with respect to the Debtors' financial and operational matters; (f) the engagement personnel shall perform such other services as requested or directed by the Boards or other Debtor personnel as authorized by the Boards, and agreed to by Alvarez & Marsal that is not duplicative of work others are performing for the Debtors, including, but not limited to, assisting with the Debtors' ongoing sale process. The firm will be paid at these hourly rates: Managing Directors $1,025 - 1,375 Directors $775 - 975 Analysts/Associates $425 - 775 In addition, the firm will seek reimbursement for expenses incurred. Klaus Gerber, managing director with Alvarez, disclosed in court filings 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: Klaus Gerber Alvarez & Marsal North America, LLC 112 South Tryon Street, Suite 540 Charlotte, NC 28284 Telephone: +1 704 778 4702 Email: kgerber@alvarezandmarsal.com About Ryze Renewables Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC were formed in 2017 in connection with the planned repurposing of an existing biofuels refinery located in Las Vegas, Nevada that, once complete, will have the capacity to produce 7,500 barrels of renewable diesel per day by converting non-edible renewable and waste feedstocks to premium low-carbon fuels. Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10289) on March 9, 2023. In the petition signed by Klaus Gerber as chief restructuring officer, the Debtor disclosed up to $100 million to $500 million in both assets and liabilities. Judge Mary F. Walrath oversees the case. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Paul, Weiss, Rifkind, Wharton, & Garrison LLP as restructuring counsel, Stinson LLP as special construction counsel, Alvarez & Marsal North America, LLC as CRO provider, Guggenheim Partners, LLC as investment banker, and Stretto as notice, claims & balloting agent and administrative advisor. RYZE RENEWABLES: Seeks to Hire Ordinary Course Professionals ------------------------------------------------------------ Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire professionals utilized in the ordinary course of business. The OCP's include: Stancil & Co. 400 E Las Colinas Blvd #700 Irving, TX 75039 -- Engineering consulting services -- OCP Cap: $50,000 Lewis Roca Rothgerber Christie LLP 201 East Washington Street, Suite 1200 Phoenix, AZ 85004 Phone: 602-262-5311 Fax: 602-262-5747 -- Nevada state court counsel -- OCP Cap: $10,000 Chrissy Wilson (CPA) 840 Gessner, Suite 350 Houston, TX 77024 Phone: 713-360-0800 Email: cwilson@DPLLP.cpa -- Accountant -- OCP Cap: $10,000 About Ryze Renewables Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC were formed in 2017 in connection with the planned repurposing of an existing biofuels refinery located in Las Vegas, Nevada that, once complete, will have the capacity to produce 7,500 barrels of renewable diesel per day by converting non-edible renewable and waste feedstocks to premium low-carbon fuels. Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10289) on March 9, 2023. In the petition signed by Klaus Gerber as chief restructuring officer, the Debtor disclosed up to $100 million to $500 million in both assets and liabilities. Judge Mary F. Walrath oversees the case. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Paul, Weiss, Rifkind, Wharton, & Garrison LLP as restructuring counsel, Stinson LLP as special construction counsel, Alvarez & Marsal North America, LLC as CRO provider, Guggenheim Partners, LLC as investment banker, and Stretto as notice, claims & balloting agent and administrative advisor. RYZE RENEWABLES: Seeks to Hire Paul Weiss as Bankruptcy Counsel --------------------------------------------------------------- Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Paul, Weiss, Rifkind, Wharton & Garrison LLP as their attorneys. The firm's services include: a. providing legal advice with respect to the Debtors' powers and duties as debtors-in-possession in the continued operation of their businesses and management of their properties; b. attending meetings and negotiating with representatives of creditors and other parties-in-interest and advising and consulting on the conduct of these Chapter 11 Cases, including the legal and administrative requirements of operating in chapter 11; c. taking action necessary to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; d. preparing and prosecuting on behalf of the Debtors all motions, applications, answers, orders, reports, and papers necessary to the administration of the estates; e. advising and assisting the Debtors with financing and transactional matters as such may arise during the Chapter 11 Cases; f. representing the Debtors in connection with obtaining authority to use cash collateral and post-petition financing; g. taking any necessary action on behalf of the Debtors to negotiate, prepare and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documentation related thereto; h. appearing in Court and protecting the interests of the Debtors before the Court; i. advising the Debtors regarding tax matters; and j. performing all other legal services for the Debtors that may be necessary and proper in these Chapter 11 Cases. The firm will be paid at these rates: Partners $1,695 to $2,175 per hour Counsel $1,650 per hour Associates $595 to $1,380 per hour Paraprofessionals $145 to $470 per hour In the 90 days prior to the Petition Date, the Debtors paid the firm $200,000 in the form of advanced payment retainers. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: The firm typically adjusts its billing rates on an annual basis and implemented its most recent rate increase effective Oct. 1, 2022. Accordingly, Paul, Weiss's rates for timekeepers for its prepetition engagement on this matter were, for the period of Jan 11, 2023 to March 8, 2023, $1,695 to $2,175 for partners, $1,650 for counsel, $595 to $1,380 for associates and staff attorneys, and $145 to $470 for paraprofessionals. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes, the Debtors will be approving a prospective budget and staffing plan for Paul, Weiss's engagement for the postpetition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Kelley Cornish, Esq., a partner at Paul Weiss Rifkind Wharton & Garrison 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: Kelley A. Cornish, Esq. Paul Weiss Rifkind Wharton & Garrison, LLP 1285 Avenue of the Americas New York, NY 10019 Tel: +1-212-373-3493 Fax: +1-212-492-0493 Email: kcornish@paulweiss.com About Ryze Renewables Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC were formed in 2017 in connection with the planned repurposing of an existing biofuels refinery located in Las Vegas, Nevada that, once complete, will have the capacity to produce 7,500 barrels of renewable diesel per day by converting non-edible renewable and waste feedstocks to premium low-carbon fuels. Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10289) on March 9, 2023. In the petition signed by Klaus Gerber as chief restructuring officer, the Debtor disclosed up to $100 million to $500 million in both assets and liabilities. Judge Mary F. Walrath oversees the case. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Paul, Weiss, Rifkind, Wharton, & Garrison LLP as restructuring counsel, Stinson LLP as special construction counsel, Alvarez & Marsal North America, LLC as CRO provider, Guggenheim Partners, LLC as investment banker, and Stretto as notice, claims & balloting agent and administrative advisor. RYZE RENEWABLES: Seeks to Hire Stretto as Administrative Advisor ---------------------------------------------------------------- Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Stretto, Inc. as their administrative advisor. The firm will render these services: (a) assist with, among other things, solicitation, balloting, and tabulation of votes; prepare any related reports, as required in support of confirmation of a chapter 11 plan; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room; (e) manage and coordinate any distributions pursuant to a chapter 11 plan if designated as distribution agent under such plan; and (f) provide such other 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 Court. The firm received from the Debtors an advance retainer of $10,000. Sheryl Betance, a senior managing director at Stretto, 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: Sheryl Betance Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Tel: (714) 716-1872 Email: Sheryl.betance@stretto.com About Ryze Renewables Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC were formed in 2017 in connection with the planned repurposing of an existing biofuels refinery located in Las Vegas, Nevada that, once complete, will have the capacity to produce 7,500 barrels of renewable diesel per day by converting non-edible renewable and waste feedstocks to premium low-carbon fuels. Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10289) on March 9, 2023. In the petition signed by Klaus Gerber as chief restructuring officer, the Debtor disclosed up to $100 million to $500 million in both assets and liabilities. Judge Mary F. Walrath oversees the case. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Paul, Weiss, Rifkind, Wharton, & Garrison LLP as restructuring counsel, Stinson LLP as special construction counsel, Alvarez & Marsal North America, LLC as CRO provider, Guggenheim Partners, LLC as investment banker, and Stretto as notice, claims & balloting agent and administrative advisor. RYZE RENEWABLES: Seeks to Tap Stinson LLP as Special Counsel ------------------------------------------------------------ Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Stinson LLP as their special construction law counsel. The firm will assist with the Debtors with the ongoing dispute with MMC related to the MMC Contract, including claims on performance bonds and other matters related thereto and other general construction law matters that may arise during the course of the cases. The firm's hourly rates are as follows: 2022 2023 Brady, Clarissa C. $315 $360 Cali, Anthony P. $430 $460 Eastburn, Benjamin D. $445 $540 Hecht, Scott C. $630 $665 Lacey, Alisa C. $700 $785 Parry, David G. $585 $690 Salerno, Thomas J. $850 $895 Schwartz, Joel $700 $805 Smith, Guy C. $685 $815 Striker, Robert L. $500 $550 Stinson will also receive reimbursement for out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Stinson disclosed the following: a. Stinson has not agreed to a variation of its standard or customary billing arrangements for this engagement; b. None of the Firm's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 Cases; c. Stinson was retained by the Debtors pursuant to an engagement agreement dated as of Sep 1, 2022. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Application. d. The Debtors will be approving a prospective budget and staffing plan for Stinson's engagement for the postpetition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Guy Smith, Esq., a partner at Stinson, 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: Guy C. Smith, Esq. Stinson, LLP 50 South Sixth Street, Suite 2600 Minneapolis, MN 55402 Telephone: 612-335-1762 Email: guy.smith@stinson.com About Ryze Renewables Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC were formed in 2017 in connection with the planned repurposing of an existing biofuels refinery located in Las Vegas, Nevada that, once complete, will have the capacity to produce 7,500 barrels of renewable diesel per day by converting non-edible renewable and waste feedstocks to premium low-carbon fuels. Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10289) on March 9, 2023. In the petition signed by Klaus Gerber as chief restructuring officer, the Debtor disclosed up to $100 million to $500 million in both assets and liabilities. Judge Mary F. Walrath oversees the case. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Paul, Weiss, Rifkind, Wharton, & Garrison LLP as restructuring counsel, Stinson LLP as special construction counsel, Alvarez & Marsal North America, LLC as CRO provider, Guggenheim Partners, LLC as investment banker, and Stretto as notice, claims & balloting agent and administrative advisor. RYZE RENEWABLES: Taps Young Conaway Stargatt as Co-Counsel ---------------------------------------------------------- Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Young Conaway Stargatt & Taylor, LLP as their co-counsel. The firm's services include: a. providing legal advice and services regarding local rules, practices and procedures, and providing substantive and strategic advice on how to accomplish the Debtors' goals in connection with the prosecution of their Chapter 11 cases; b. reviewing, commenting or preparing drafts of documents to be filed with the court as co-counsel; c. appearing in court and at any meeting with the Office of the U.S. Trustee and any meeting of creditors at any given time; and d. performing various services in connection with the administration of the Chapter 11 cases, including, without limitation, (i) preparing agenda letters, certificates of no objection, certifications of counsel, notices of fee applications and hearings, and hearing binders of documents and pleadings; (ii) monitoring the docket for filings and coordinating with Latham & Watkins on pending matters that need responses; (iii) preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated with the same; (iv) handling inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of the Chapter 11 cases; and (v) coordinating with Latham & Watkins on any necessary responses. e. performing all other services assigned by the Debtors, in consultation with Paul, Weiss, to Young Conaway as co-counsel to the Debtors. The firm will be paid at these rates: Pauline K. Morgan $1,300 per hour Edmon L. Morton $1,115 per hour Matthew B. Lunn $1,025 per hour Elizabeth S. Justison $720 per hour Timothy R. Powell $560 per hour Emily C.S. Jones $425 per hour Debbie Laskin (paralegal) $365 per hour Jorge Martinez (paralegal) $355 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Young Conaway received retainer fees in the total amount of $150,000. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Young Conaway disclosed the following: a. Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement; b. None of the firm's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 Cases; c. Young Conaway was retained by the Debtors pursuant to an engagement agreement dated as of Feb. 7, 2023. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the application. d. The Debtors will be approving a prospective budget and staffing plan for Young Conaway's engagement for the postpetition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Pauline Morgan, Esq., a partner at Young Conaway, 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: Pauline K. Morgan, Esq. Young Conaway Stargatt& Taylor, LLP Rodney Square 1000 N. King Street Wilmington, DE 19801 Tel: (302) 571-6600 Email: pmorgan@ycst.com About Ryze Renewables Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC were formed in 2017 in connection with the planned repurposing of an existing biofuels refinery located in Las Vegas, Nevada that, once complete, will have the capacity to produce 7,500 barrels of renewable diesel per day by converting non-edible renewable and waste feedstocks to premium low-carbon fuels. Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10289) on March 9, 2023. In the petition signed by Klaus Gerber as chief restructuring officer, the Debtor disclosed up to $100 million to $500 million in both assets and liabilities. Judge Mary F. Walrath oversees the case. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Paul, Weiss, Rifkind, Wharton, & Garrison LLP as restructuring counsel, Stinson LLP as special construction counsel, Alvarez & Marsal North America, LLC as CRO provider, Guggenheim Partners, LLC as investment banker, and Stretto as notice, claims & balloting agent and administrative advisor. SERENITY HOMES OF TN: Starts Subchapter V Bankruptcy Case --------------------------------------------------------- Serenity Homes of TN LLC filed for chapter 11 protection in the Middle District of Tennessee. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. Chapter 11 relief was sought due to a looming foreclosure on a completely unrelated property -- 200 Tranquility Lane, Portland, TN 37148. It is the Debtor's intent, and business model, to market and sell properties it holds. The Debtor Debtor has filed a motion to sell real estate located at 8589 Scottsville Road, Franklin, Kentucky to Karma Kennels for $159,000. The proceeds resulting from the sale of the Property shall be used to satisfy the sole lien held by William Ira Wood, IV. The remaining net proceeds shall be deposited into a debtor-in-possession account established in this case. According to court filings, Serenity Homes of TN estimates between $500,000 and $1 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for April 20, 2023 at 1:00 p.m. in Room Telephonically on telephone conference line: 877-934-2472 (participant passcode: 8613356#). About Serenity Homes of TN LLC Serenity Homes of TN LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-01049) on March 23, 2023. In the petition filed by Eileen Santangelo, as authorized member, the Debtor reported assets between $1 million and $10 million and liabilities between $500,000 million and $1 million. The case is overseen by Honorable Bankruptcy Judge Charles M. Walker. Michael Geoffrey Abelow has been appointed as Subchapter V trustee. The Debtor is represented by: Denis Graham (Gray) Waldron, Esq. Dunham Hildebrand, PLLC 103 Hwy 259 Portland, TN 37148 SIMMONS FOODS: Moody's Affirms 'B2' CFR, Outlook Remains Stable --------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Simmons Foods, Inc. including the B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B3 senior secured second-lien note ratings. The rating outlook remains stable. The affirmation and stable outlook reflects Moody's expectation that Simmons Foods will maintain adequate liquidity to manage the downturn in the poultry cycle and likely weakening of credit metrics over the next year. The affirmation also reflects Moody's view that Simmons will thereafter reduce debt-EBITDA leverage to under 4.5x in 2024 as operating performance in the poultry segment starts to improve towards the end of fiscal 2023. In addition, Simmons pet food and animal nutrition segment have historically and are likely to continue to provide complementary diversification benefits, including enhanced earnings stability. Moody's expects operating profits in Simmons' poultry segment to decline in 2023 because high grain costs and weak poultry pricing are negatively impacting poultry gross profit margins. During the second half of calendar 2022, poultry processors increased their poultry production in anticipation of higher consumer demand for chicken relative to beef that did not occur. As a result, the poultry industry is currently experiencing an oversupply and high inventory dynamic which is depressing poultry prices. Although Moody's believes the current poultry cycle should start to improve by the fourth quarter of calendar 2023, Simmons is likely to experience a significant decline in year over year EBITDA through the next few quarters, as its poultry segment represented nearly 60% of the total company's EBITDA in fiscal 2022. Over the past few years, Simmons has focused on diversifying its business model by investing in the expansion of its pet food segment, which Moody's views as a credit positive. Although Moody's believes Simmons's pet food and animal nutrition businesses are likely to contribute the majority of the company's EBITDA in fiscal 2023, the absence of meaningful EBITDA from the poultry segment is likely to cause Moody's adjusted debt to EBITDA to increase. Moody's is forecasting Simmons' EBITDA to decline by nearly 30% in fiscal 2023, which would result in debt-to-EBITDA leverage increasing to over 5x in 2023 from 3.3x as of December 31, 2022. The company's significant capital spending is contributing to negative free cash flow, but also driving an improved business mix that helps reduce overall earnings volatility. To that end, while the increase in leverage is credit negative, Moody's believes it is less severe than it would have been absent the growth in the more stable pet food and animal nutrition businesses. Moody's took the following rating actions on Simmons Foods, Inc.: Affirmations: Issuer: Simmons Foods, Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Second-Lien Notes, Affirmed B3 (LGD4) Outlook Actions: Issuer: Simmons Foods, Inc. Outlook, Remains Stable RATINGS RATIONALE Simmons' B2 CFR reflects the high (>50%) sales concentration in the earnings volatile poultry processing sector, high financial leverage and a recent history of negative free cash flow due to heavy capital spending. Moody's believes that the company has flexibility to pull back on capital spending and to generate positive free cash flow if needed to support liquidity, but that the preference is reinvestment to bolster growth and enhance profitability. The rating is supported by Simmons' adequate liquidity and the improving business diversity resulting from the capacity investments. While overall earnings are still volatile, growth in the integrated pet food and animal nutrtition segments is reducing that volatility. Moody's expects a drop in poultry earnings will increase debt-to-EBITDA to above 5.0x in 2023 from a 3.3x level as of December 2022 that is moderate for the rating given the company's operating profile. Moody's projects that debt-to-EBITDA leverage will fall below 4.5x in 2024 as the poultry market recovers. Returns on capital spending have at times been weak. However, in recent years, the company has imposed more discipline around growth investments through risk reducing strategies such as minimum ROI hurdles, quarterly capital budgeting, customer risk sharing partnerships and cost-plus contracting. Moody's believes this is contributing to improved asset returns. Moody's expects Simmons to operate with adequate liquidity based on $10.4 million in cash as of December 31, 2022, approximately $337 million of availability under the $425 million ABL revolving credit facility expiring in 2026, and no meaningful maturities through 2028. ESG considerations have a highly negative credit impact (CIS-4) on Simmons Foods. The company's ESG attributes have a discernible negative impact on the current credit rating. Simmons Foods' credit impact score reflects highly negative exposure to environmental, social, and governance risks. The main environmental risk for Simmons Foods stems from its significant reliance on water and natural capital in order to produce chickens. Simmons Foods' social risk is driven mainly by responsible production, as the company must cost-effectively source chickens and its poultry products must adhere to food safety and quality measures in order to prevent recalls or contamination. The company's highly negative governance risk stems from its aggressive financial policies and concentrated control under family ownership. Shareholder distributions are contributing to the negative free cash flow though some of the distributions relate to taxes, and the family has reinvested some of the distributions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that Simmons will maintain adequate liquidity to manage the current poultry down cycle, and that after increasing above 5.0x in 2023, debt-to-EBITDA will fall below 4.5x in 2024 as poultry market conditions improve. Simmons' ratings could be downgraded if overall operating performance deteriorates significantly or if future major capital projects and acquisitions fail to translate into commensurately stronger earnings and operating cash flow. Debt/EBITDA sustained above 4.5x or a deterioration in liquidity could also lead to a downgrade. Simmons' ratings could be upgraded if the company is able to establish a track record of stable operating performance and positive free cash flow. Additionally, debt/EBITDA would have to approach and be sustained near 3.0x before Moody's would consider a rating upgrade. The principal methodology used in these ratings was Protein and Agriculture published in November 2021. Simmons Foods, Inc. and affiliates, headquartered in Siloam Springs, Arkansas, is a vertically integrated poultry processor, and the largest private label manufacturer of canned pet food in North America. The company generates sales through three primary business groups: Poultry (50% before eliminations); Pet Food (36%); and Animal Nutrition (14%). The company is principally owned and controlled by members of the Simmons family. Net sales reported for fiscal year 2022 totaled approximately $2.8 billion. SINTX TECHNOLOGIES: Incurs $12 Million Net Loss in 2022 ------------------------------------------------------- SINTX Technologies, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $12.04 million on $1.56 million of total revenue for the year ended Dec. 31, 2022, compared to a net loss of $9.31 million on $606,000 of total revenue for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $15.77 million in total assets, $10.07 million in total liabilities, and $5.70 million in total stockholders' equity. The Company had an accumulated deficit of $262.5 million and $250.4 million as of Dec. 31, 2022 and 2021, respectively. The Company's operations have been principally financed from proceeds from the issuance of preferred and common stock and, to a lesser extent, cash generated from product sales. It is anticipated that the Company will continue to generate operating losses and use cash in operations. The Company said its continuation as a going concern is dependent upon its ability to increase sales, and/or raise additional funds through the capital markets. Whether and when the Company can attain profitability and positive cash flows from operations or obtain additional financing is uncertain. SINTX said, "The Company is actively generating additional scientific and clinical data to have it published in leading industry publications. We believe the publication of such data would help sales efforts as the Company approaches new prospects. The Company is also making additional changes to the sales strategy, including a focus on revenue growth by expanding the use of silicon nitride in other areas outside of spinal fusion applications. For instance, results from an independent study demonstrated the potential anti-viral properties of our silicon nitride. We believe that we may be able to apply our silicon nitride powder to personal protection products, such as face masks, gowns and gloves, resulting in inactivation of viruses that come into contact with the items." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1269026/000149315223009492/form10-k.htm About SINTX Technologies Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. -- https://ir.sintx.com -- is an advanced ceramics company that develops and commercializes materials, components, and technologies for medical and technical applications. SINTX is engaged in the research, development, and manufacturing of silicon nitride, and its products have been implanted in humans since 2008. SINTX reported a net loss of $7.03 million for the year ended Dec. 31, 2020, and a net loss of $4.79 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $14.56 million in total assets, $5.15 million in total liabilities, and $9.41 million in total stockholders' equity. SIO2 MEDICAL: April 5 Deadline Set for Panel Questionnaires ----------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of SiO2 Medical Products, Inc. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/3G845xa and return by email it to Linda Richenderfer -- Linda.Richenderfer@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on April 5, 2023. 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 SiO2 Medical SiO2 Medical Products, Inc. is a material life sciences company that is at the precipice of mass-commercialization of its breakthrough materials science technology that is poised to revolutionize the pharmaceutical industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10366) on March 29, 2023. In the petition signed by Yves Steffen as chief executive officer, the Debtor disclosed $100 million to $500 million in assets and $500 million to $1 billion in liabilities. The Debtor tapped Cole Schotz P.C. as bankruptcy counsel, Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Alvarez & Marsal North America LLC as financial & restructuring advisor, Lazard as investment banker, and Donlin, Recano & Company, Inc. as claims, noticing, solicitation and administrative agent. SIO2 MEDICAL: Seeks $120MM DIP Loan from Oaktree ------------------------------------------------ SIO2 Medical Products, Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authority to obtain postpetition financing. The Debtors seek to obtain $120 million in the aggregate in the form of a term loan credit facility from Oaktree Capital Management, L.P. The DIP Credit Agreement provides that, subject to entry of the Interim Order, the DIP Facility will be used to roll up up to $60 million of the Debtors' prepetition debt under their capital structure. This repayment is a sound exercise of the Debtors' business judgment and is a material component of the structure of the DIP Facility. Without continued access to the additional liquidity provided under the DIP Facility necessary to fund the administration of the chapter 11 cases and the sale process. The DIP facility matures through the date that is: (a) 120 days after the Petition Date (or such later date as may be agreed in writing by the Majority Lenders) unless the Final DIP Order Date has occurred on or prior to such date; (b) The date of consummation of any sale of all or substantially all Specified Assets pursuant to section 363 of the Bankruptcy Code; (c) The Chapter 11 Plan Effective Date; (d) The Maturity Date; (e) The occurrence of any Event of Default under the DIP Credit Agreement or the other Loan Documents; (f) The date of entry of an order by the Court approving (i) a motion seeking conversion or dismissal of any or all of the Chapter 11 Cases or (ii) a motion seeking the appointment or election of a trustee, receiver, a responsible officer or examiner with enlarged powers relating to the operation of the Debtors' business, or if the Borrower or any Guarantor files a motion or other pleading seeking such conversion or dismissal unless otherwise consented to in writing by the Lenders; (g) The date the Court orders the conversion of any Chapter 11 Case to a liquidation pursuant to chapter 7 of the Bankruptcy Code, (i) if the Interim DIP Order expires by its terms or is terminated, unless the Final DIP Order has been entered and become effective prior thereto; and (j) The date on which the Loans are accelerated or otherwise declared (or become) due and payable in accordance with the terms of the DIP Credit Agreement. The Debtors are required to comply with these milestones: * No later than one day after the Petition Date, the Debtors will file an Acceptable Plan of Reorganization and related disclosure statement, the Disclosure Statement Motion, the Bidding Procedures, and the Bidding Procedures Motion; * No later than three days after the Petition Date, the Bankruptcy Court will have entered the Interim DIP Order; * No later than 36 days after the Petition Date, the Bankruptcy Court will have entered a Final DIP Order, a final order approving the Bidding Procedures, and an order approving the Disclosure Statement; * No later than 55 days after the Petition Date, delivery by the Debtors to the Consenting Stakeholders of a go-forward business plan acceptable to the Consenting Stakeholders in their sole discretion, which will include, in each case in form and substance acceptable to the Consenting Stakeholders (i) a substantially complete analysis of the liabilities proposed to be compromised through the chapter 11 cases, (ii) a substantially complete analysis of all matters relating to the assumption and assignment of all material contracts of the Debtors, including all material government contracts, intellectual property agreements, and any other material contracts of the kind or type described in section 11 U.S.C. section 363(c)(1)(a), (iii) a substantially complete analysis of the secured, administrative, and priority unsecured claims reasonably assertable against the Debtors, and (iv) a substantially complete analysis of claims reasonably assertable against the Debtors that are not or may not be dischargeable upon consummation of the Plan; provided that the Business Plan Milestone will only be met if the quantum and nature of any such claims or liabilities and all other information set forth in (i) through (iv) above is acceptable to the Consenting Stakeholders in all material respects; * No later than 60 days after the Petition Date, the Bid Deadline will have occurred; * No later than 65 days after the Petition Date, the Auction, if needed, will have occurred; * No later than 78 days after the Petition Date, a hearing to consider confirmation of an acceptable Plan of Reorganization will have occurred, or, if the Initial Plan Sponsors have elected to pursue the Credit Bid Sale Restructuring, a hearing to consider approval of the proposed sale pursuant to section 363 pursuant to the Credit Bid Sale Restructuring; * No later than two days after the Confirmation Hearing, the Bankruptcy Court will have entered a final order confirming the Plan of Reorganization, in form and substance satisfactory to the Consenting Stakeholders, or, if the Initial Plan Sponsors have elected to pursue the Credit Bid Sale Restructuring, a final order approving the sale pursuant to section 363 pursuant to the Credit Bid Sale Restructuring; and * No later than 10 days after entry of the Confirmation Order, the Plan Effective Date will have occurred, or, if the Initial Plan Sponsors have elected to pursue the Credit Bid Sale Restructuring, closing of the Credit Bid Sale Restructuring will have occurred. As of the Petition Date, the Debtors have an aggregate principal amount of approximately $430 million in funded debt obligations, consisting of (a) the First Lien Term Loans, (b) the Second Lien Term Loans, and (c) certain secured financing secured by certain specified assets, (d) Promissory Notes, and (e) Convertible Indebtedness. The Company also has 182,020 shares of preferred stock and 57,500 shares of common stock issued and outstanding as of the Petition Date. The Debtors have agreed to provide the Prepetition First Lien Secured Parties and Prepetition Second Lien Secured Parties adequate protection of their interests in the collateral, solely to the extent of and in an amount equal to the aggregate diminution in value of such interests from and after the Petition Date, resulting from the imposition of the priming DIP Liens on the collateral, the Carve Out, the Debtors' use of the collateral, and the imposition of the automatic stay. A copy of the motion is available at https://bit.ly/3TVdGwZ from PacerMonitor.com. About SiO2 Medical Products, Inc. SiO2 Medical Products, Inc. is a material life sciences company that is at the precipice of mass-commercialization of its breakthrough materials science technology that is poised to revolutionize the pharmaceutical industry. Major pharmaceutical players are testing the Company's vials, syringes, tubes, and other offerings, and the Company anticipates large-scale adoption in the relative near term. The Debtor and its debtor-affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10366) on March 29, 2023. In the petition signed by Yves Steffen, as chief executive officer, the Debtor disclosed up to $500 million in assets and up to $1 billion in liabilities. Judge John T. Dorsey oversees the case. The Debtors tapped Cole Schotz P.C. as local bankruptcy counsel, Kirkland Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Alvarez & Marshal North America, LLC as financial and restructuring advisor, Lazard as investment banke, and Donlin, Recano and Co., Inc. as claims, noticing, solicitation and administrative agent. SORRENTO THERAPEUTICS: Has Final Approval for $75M of DIP Financing ------------------------------------------------------------------- Amelia Pollard of Bloomberg Law reports that Sorrento Therapeutics Inc. received approval to draw the final portion of its $75 million bankruptcy financing provided by JMB Capital Partners Lending during a hearing on Wednesday, March 29, 2023. The company will be able to spend the remaining $45 million from the senior secured term loan facility after already using an initial $30 million. While the financing is expensive, "it's the best available option," US Bankruptcy Judge David R Jones said in court. Judge Jones also approved the formation of an official committee of equity security holders. About Sorrento Therapeutics Sorrento Therapeutics, Inc. (OTC: SRNEQ -- http://www.sorrentotherapeutics.com/-- is a clinical and commercial stage biopharmaceutical company developing new therapies to treat cancer, pain (non-opioid treatments), autoimmune disease and COVID-19. Sorrento's multimodal, multipronged approach to fighting cancer is made possible by its extensive immuno-oncology platforms, including key assets such as next-generation tyrosine kinase inhibitors ("TKIs"), fully human antibodies ("G-MAB(TM) library"), immuno-cellular therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing potential antiviral therapies and vaccines against coronaviruses, including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM; and diagnostic test solutions, including COVIMARK(TM). Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of $1 billion and liabilities of about $235 million as of Feb. 10, 2023. Judge David R. Jones oversees the cases. Jackson Walker LLP and Latham & Watkins LLP are serving as legal counsel to Sorrento. M3 Partners is serving as restructuring advisor. Stretto Inc. is the claims agent. On Feb. 28, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by the law firms of Norton Rose Fulbright US, LLP and Milbank, LLP. SOUTH AMERICAN BEEF: Vidal-Soler Buys Two Mercedes Autos for $55K ----------------------------------------------------------------- South American Beef, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to sell the following automobiles assets to Alejandra Vidal-Soler: a. 2019 Mercedes Benz C 300 4matic, VIN WDDWK8EBXKF783167, for $34,000; and b. 2015 Mercedes Benz E 400, VIN WDDHF6HB6FB109, for $21,000. The Debtor holds title to the automobile assets. It proposes to sell them free and clear of all liens, claims and encumbrances, outside the ordinary course of business, and in accordance with Bankruptcy Code Section 363. Both vehicles are unencumbered and there are no valid and binding liens against either vehicle. The Debtor has received an all-cash offer to buy both vehicles from the Buyer, President and owner of the Debtor, as follows: $34,000 for the 2019 C 300 and $21,000 for the 2015 E 400. It agrees to sell both vehicles to Ms. Vidal-Soler for those amounts. The Debtor has sought and received two vehicle valuations for each vehicle from the online automobile sales platforms CarMax and Carvana, to assist it in determining the appropriate sale prices for each vehicle. For the 2019 C 300 vehicle, CarMax values the car at $34,600, and Carvana values the car at $32,922. For the E 400 vehicle, CarMax values the car at $18,400 and Carvana at $22,894. The Debtor, in its independent business judgment, and based on the independent valuations, believes the proposed sale prices are fairly equivalent to each vehicle's fair market value. The Debtor is seeking Court approval for the sale of these Assets to Ms. Vidal-Soler, for the sale prices, free and clear of all liens, claims, encumbrances, and interests. It believes that the sale of these Assets to Ms. Vidal-Soler is in the best interest of its estate and its creditors. Time is of the essence in approving and finalizing the sale of these Assets, and any unnecessary delay in finalizing the sale of these Assets could result in the collapse of the sales. Accordingly, the Court should waive the 14-day period staying any order to sell or assign property of the estate imposed by Bankruptcy Rules 6004(h) and 6006(d). A copy of the Valuations is available at https://tinyurl.com/2p9757bc from PacerMonitor.com free of charge. About South American Beef South American Beef, Inc. specializes in the purchase, import and sales of high-quality beef, lamb, goat, mutton, veal, seafood, and poultry game meats. The company is based in West Des Moines, Iowa. South American Beef sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Iowa Case No. 22-01341) on Dec. 13, 2022, with $23,567,773 in assets and $23,993,243 in liabilities. Alejandra M. Vidal-Soler, president of South American Beef, signed the petition. Judge Anita L. Shodeen oversees the case. Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave PC and Moglia Advisors serve as the Debtor's legal counsel and financial advisor, respectively. On Feb. 1, 2023, the U.S. Trustee appointed an official committee of unsecured creditors in this case. The committee tapped Levenfeld Pearlstein, LLC and Spencer Fane LLP as its legal counsels and Dundon Advisers, LLC as its financial advisor. T.A.M.G. REALTY: Case Summary & Nine Unsecured Creditors -------------------------------------------------------- Debtor: T.A.M.G. Realty Inc. 1290 W Spring Street Smyrna, GA 30080 Business Description: T.A.M.G Realty Inc. is a boutique real estate brokerage firm. The Company's boutique home office is in Smyrna, Ga. It also has several satellite locations in New York, New Jersey, Illinois, Louisiana, Connecticut, Florida, and California. Chapter 11 Petition Date: April 3, 2023 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 23-53162 Debtor's Counsel: Serge Jerome, Jr., Esq. SERGE JEROME, JR. 1100 Peachtree St., NE Suite 200 Atlanta, GA 30309 Tel: (888) 720-8141 Fax: (404) 393-5707 Email: attorney@northgabankruptcyfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tiffany Gray as president. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ENRJ57Y/TAMG_Realty_Inc__ganbke-23-53162__0001.0.pdf?mcid=tGE4TAMA TALEN ENERGY: Seeks to Hire White & Case as Corporate Counsel ------------------------------------------------------------- Talen Energy Supply, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire White & Case LLP as special finance and corporate counsel. White & Case will provide services with respect to (i) certain of the Debtors' existing, and potential future, corporate and finance documents, including the exit financing, (ii) certain of the Debtors' existing investments in (and other transactions involving) Cumulus Growth Holdings LLC and its subsidiaries, and (iii) any and all related, ancillary or other legal services as may be reasonably requested by the Debtors. White & Case will bill at its standard hourly rates. Andrew Weisberg, a partner at White & Case, 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. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Mr. Weisberg disclosed that: -- the firm's work on behalf of the Debtors is subject to certain variations; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- the firm has represented the Debtors for many years, and in past years, including calendar year 2021, under prior engagement letters White & Case provided certain reductions to its aggregate fees, including certain threshold volume reductions; and -- The firm has not prepared a budget and staffing plan. White & Case can be reached at: Andrew Weisberg, Esq. White & Case LLP 1221 Avenue of the Americas New York, NY 10020-1095 Tel: +1 212 819 8200 Fax: +1 212 354 8113 Email: aweisberg@whitecase.com About Talen Energy Allentown, Pennsylvania-based Talen Energy Corp., the parent company of Talen Energy Supply, LLC, is an independent power producer founded in 2015. Riverstone Holdings, LLC completed its acquisition of the remaining 65 percent stake of TEC in 2016 for $5.2 billion. TEC, through Talen Energy Supply, is one of the largest competitive power generation and infrastructure companies in North America. Through subsidiary Cumulus Growth, TEC is developing a large-scale portfolio of renewable energy, battery storage, and digital infrastructure assets across its expansive footprint. On the Web: https://www.talenenergy.com/ TES owns or controls approximately 13,000 Megawatts of generating capacity in wholesale U.S. power markets, principally in the Mid-Atlantic, Texas and Montana. Woodlands, Texas-based Talen Energy Supply runs 18 power generation facilities, eight of which rely on natural gas to make electricity. Talen Energy Supply and 71 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 22-90054) on May 9, 2022, disclosing $10 billion to $50 billion in both assets and liabilities on a consolidated basis. The Hon. Marvin Isgur is the case judge. TEC and its Cumulus Growth subsidiary, and Talen Energy Supply's LMBE subsidiaries are excluded from the in-court process. Talen Energy Supply and its debtor affiliates retained Weil Gotshal & Manges, LLP as legal counsel; Evercore Group, LLC as investment banker; and Alvarez and Marsal North America, LLC as financial advisor for their restructuring. Kroll Restructuring Administration, LLC is the claims agent. TEC is represented by Vinson & Elkins as legal counsel and PJT Partners as financial advisor. Cumulus Growth is represented by DH Capital as legal counsel and Ardea Partners as investment banker. The consenting noteholders are represented by Kirkland & Ellis, LLP and Rothschild & Co US, Inc. On May 23, 2022, the Office of the U.S. Trustee for Region 7 appointed an official committee of unsecured creditors. The committee tapped Milbank, LLP as legal counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company, LLC as investment banker. On Dec. 15, 2022, the court confirmed the Debtors' joint Chapter 11 plan. TARONIS FUELS: Exclusivity Period Extended to July 11 ----------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware extended Taronis Fuels, Inc.'s exclusive filing perio to July 11, 2023, and its exclusive solicitation period to September 7, 2023. The judge determined that the legal and factual bases set forth in the Debtor's motion and at any applicable hearing established just cause for the relief granted, and that the extension is in the best interests of the Debtors, their estates, creditors, and all parties in interest. About Taronis Fuels Taronis Fuels, Inc. and its affiliates manufacture and distribute industrial, medical, specialty and beverage gases and associated welding and safety supplies. Taronis Fuels and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-11121) on Nov. 11, 2022. In the petitions signed by their chief executive officer, R. Jered Ruyle, the Debtors estimated $10 million to $50 million in both assets and liabilities. Judge Brendan L. Shannon oversees the case. The Debtors tapped Potter Anderson & Corroon LLP as general bankruptcy counsel; Aurora Management Partners, Inc. as restructuring advisor; and Chipman Brown Cicero & Cole, LLP as special litigation counsel. Donlin, Recano & Company Inc. is the claims and noticing agent and administrative advisor. TECHNICAL ORDNANCE: Wins Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Fort Myers Division, authorized Technical Ordnance Solutions, LLC, Atomic Machine and EDM, Inc., and Energy Technical Systems, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtors require access to cash collateral to pay ordinary and necessary business expenses. As previously reported by the Troubled Company Reporter, the Debtors borrowed and spent money to enhance their manufacturing capabilities by obtaining cross-collateralizing loans -- with cross guaranties -- from the lenders. In the wake of COVID-19 and subsequent economic downturns, demand for the Debtors' pistol barrels and associated products softened. As a result, the Debtors are unable to timely meet their debt service and other financial obligations. Currently, the Debtors are using their expertise, facilities, and equipment to not only continue their ordinary operations, but to also expand into aerospace and medical manufacturing. The Debtors have a number of secured creditors that have asserted pre-petition security interests in (i) the Debtors' prepetition property, and (ii) the cash proceeds that are derived from the Collateral. To the best of the Debtors' knowledge, the Secured Creditors are: * the U.S. Small Business Administration, * Newtek Small Business Finance, LLC, * Newtek Business Credit Solutions, * US Strategic Capital Advisors LLC, * IOU, * Kapitus, LLC, and * Small Business Financial Solutions, LLC, a/k/a Rapid Finance. As adequate protection, the Secured Creditors will have a perfected post-petition lien against the Prepetition Collateral to the same extent and with the same validity and priority as their alleged prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. The Debtors will maintain insurance coverage for its property in accordance with obligations under the loan and security documents with the Secured Creditors. A further hearing on the matter is set for April 6, 2023 at 10:30 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3K0pklF from PacerMonitor.com. The Debtor projects total uses, on a weekly basis, as follows: $8,234 for the week ending April 5, 2023; $14,106 for the week ending April 12, 2023; $9,958 for the week ending April 19, 2023; and $4,106 for the week ending April 26, 2023; About Technical Ordnance Solutions LLC Technical Ordnance Solutions LLC is engaged in the business of ordnance accessories manufacturing. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00125) on February 5, 2023. In the petition signed by Clyde William Colburn, III, owner, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Judge Caryl E. Delano oversees the case. Mike Dal Lago, Esq., at Dal Lago Law, represents the Debtor as legal counsel. TELEPHONE & DATA: Fitch Affirms BB+ LongTerm IDRs ------------------------------------------------- Fitch Ratings has affirmed the 'BB+' Long-Term Issuer Default Ratings (IDR) for Telephone and Data Systems, Inc. (TDS) and its subsidiary United States Cellular Corp. (USM). In addition, Fitch has affirmed the 'BB+'/'RR4' senior unsecured debt ratings for both companies and TDS' preferred stock at 'BB-'/'RR6'. USM's ratings consider the consolidated ratings at TDS. The Rating Outlooks remain Stable. Fitch believes TDS is weakly positioned in the rating category with respect to the current sensitivities, as Fitch expects leverage and FCFs to be pressured over the forecast due to the ongoing heavy investment cycle in wireless and wireline businesses. Fitch believes there is limited room for operational weakness against its current expectations in the rating case. KEY RATING DRIVERS Wireless Market Position: Fitch's ratings incorporate the smaller size of TDS' main operating unit, United States Cellular Corporation (U.S. Cellular or USM), in a market dominated by three national wireless operators. Fitch believes the company's market position as a distant fourth and limited geographical diversification limits the company's rating below investment grade. During 2022, USM posted a net loss of 132,000 post-paid subscribers versus the 32,000 net losses in 2021, largely due to increase in involuntary churn to pre-pandemic levels and increased competitive environment. As of Dec. 31, 2022, the total post-paid subscriber base was approximately 4.2 million. Leverage Increases as Investments Ramp-Up: Fitch expects EBITDA leverage to increase to mid 3x range and FCFs to remain in deficit over the forecast, largely due to TDS' continued significant spending in both wireless and wireline businesses. USM continues to focus on low-band 5G deployments, and has 50% of POPs covered with 5G. Fitch expects the company to ramp-up mid-band 5G deployments when the C-band spectrum is cleared in late 2023. On TDS Telecom side, the company is expected to continue to spend on fiber expansion, which remains on track to date. The company's goal is to reach about 1.2 million fiber service addresses, covering 60% of its footprint with fiber. Fitch views these investments, together with spectrum spending, as critical to maintain and enhance the network infrastructure to remain competitive in the longer run. Spectrum spending via auctions tend to be lumpy in nature and may cause leverage to be temporarily elevated. Fitch believes there is execution risk but expects revenue growth and improving profitability in the later part of the forecast as the company increases market penetration. Fitch assumes a deconsolidation of financial services (FS) activity related to USM's equipment installment plan (EIP) receivables, making adjustments for FS assets and corresponding debt using a 2x multiple. Fitch assumes a capital structure for FS operations, which is strong enough to indicate that FS activities are unlikely to be a cash drain on industrial operations over the rating horizon. The FS entity's target capital structure takes into account the relative quality of EIP receivables and its funding and liquidity. Spectrum Acquisitions: USM made significant investments acquiring spectrum in recent auctions. The company has bolstered its mid-band spectrum position, which is considered ideal for 5G. Since 2021, USM has spent roughly $2.1 billion in CBRS, C-band, 3.45-3.55GHz and 2.5GHz spectrum auctions. Fitch believes these investments will enhance company's competitiveness in both core mobility and fixed wireless markets. The mid-band acquisitions build on the company's spectrum inventory, which includes millimeter wave spectrum licenses in 37GHz, 39GHz and 47GHz bands obtained in June 2020; the 24GHz and 28GHz spectrum licenses acquired in 2019; and the 600 megahertz spectrum licenses acquired in 2017, all of which will form the basis for the company's 5G network. Adequate Liquidity Profile: TDS and USM's ratings reflect sufficient financial flexibility over the forecast, supported by cash balances, approximately $700 million of combined undrawn revolving credit facilities, and long-dated debt maturity profile. These factors balance the increased leverage and negative FCFs over the rating horizon. Over the last few years, the company has diversified its sources of funding, which include a $450 million EIP securitization facility and $200 million repurchase agreement at USM; $150 million export credit financing facilities at both TDS and USM and approximately $1.1 billion in preferred stock issued at TDS. Fitch provides 50% equity credit to the preferred stock. Noncore Assets Provide Flexibility: While Fitch believes TDS considers USM's 5.5% stake in the Los Angeles partnership and its tower portfolio as core assets, Fitch also recognizes that these assets provide the company with financial flexibility should the need arise as it pursues growth investments. There is a shift in strategy to monetize towers more actively by increasing colocation revenue and replacing leased towers with owned where feasible. Parent Subsidiary Linkage: Fitch links the ratings of TDS and USM, based on a strong subsidiary /weak parent approach. The linkage incorporates TDS's significant ownership (84%) and control of USM , and 'open' legal ring fencing under Fitch's criteria. Thus, the IDRs are equalized. DERIVATION SUMMARY TDS' ratings reflect USM's weaker competitive position in the U.S. wireless industry, which is dominated by three national players: AT&T Inc. (BBB+/Stable), Verizon Communications Inc. (A-/Stable) and T-Mobile USA, Inc. (BBB-/Positive). As compared to these companies, USM is much smaller in terms of scale, number of subscribers and geographic diversification that restricts its ratings below investment grade. On the wireline side, TDS is comparable with rural-focused incumbent wireline providers such as Windstream Services, LLC (B/Stable) and Frontier Communications Holdings, LLC. (BB-/Negative). However, compared with these companies, TDS has lower leverage (on an adjusted basis) and greater financial flexibility with longer-dated maturities. TDS also benefits from higher business diversification with both wireless and wireline offerings. No Country Ceiling, parent/subsidiary or operating environment aspects affect the ratings. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer: - Fitch assumes a modest decline in revenue growth in 2023 on a combined basis . On the wireless side, Fitch expects moderate net losses in 2023 due to heightened competition and increased postpaid churn level to pre-pandemic level. On wireline side, Fitch expects revenue growth in low single digits as the company achieves further market penetration with fiber build-outs. Beyond 2023, overall revenue is expected to increase in low single digits. - Fitch expects overall EBITDA margins to increase over the forecast but remain in the low 20s as savings from cost optimization efforts realize and offset pressures from increased promotional spend; - Capex intensity is expected to be elevated in the low 20% range, resulting in negative FCFs over the forecast; - Share repurchases totalling $150 million are assumed over the four year forecast; - To determine core telecom leverage, Fitch has applied a 2:1 debt-to-equity ratio to the company's handset receivables; - Fitch provides 50% equity credit TDS' preferred stock. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - Fitch believes that competitive factors coupled with TDS' relative position in the wireless industry would not likely allow a positive rating action in the near term. Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - In the longer term, Fitch believes TDS and USM's ability to grow revenues and cash flows while competing effectively against much larger national operators will be key to maintaining their 'BB+' IDRs. In addition, if core telecom leverage (total debt/EBITDA) calculated including credit for material wireless partnership distributions in EBITDA approaches 3.5x, a negative rating action could be contemplated. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity Profile: TDS has a cash balance of $360 million as of Dec. 31, 2022. Of this, USM holds approximately $273 million. The company has a combined availability of approximately $699 million, net of LCs, on the revolvers at TDS and USM. In addition, USM has a $450 million equipment installment plan (EIP) receivables securitization facility and $200 million of repurchase agreement to borrow against eligible EIP receivables. USM had availability of $150 million under the former, as of Feb 2023; and $140 million under the latter as of Dec. 31, 2022. Fitch expects FCF to be negative for the next several years, due to the elevated capital investments. However, the company has the ability to roll back capex if needed, as a significant part of the capex is success-based. Debt Structure Updates: TDS has two term loans: a $200 million facility maturing in July 2028 and a $300 million facility maturing in July 2031. The outstanding balance under these were $198 million and $299 million, respectively as of Dec. 31, 2022. USM has three term loans: $300 million maturing in July 2026, $300 million maturing in July 2028 and $200 million maturing in July 2031. As of Dec. 31, the outstanding balances on the three loans are $300 million $200 million and $296 million respectively. In November 2022, TDS entered into a $150 million export credit facility with Export Development Canada (EDC). The term loan matures in five years and carries an interest rate of SOFR plus 1.6%. USM has a similar facility for $150 million entered into in December 2021, which matures in Jan 2027. Both term loans are fully drawn. Approximately 35% of TDS's debt is variable. The margin on TDS' and USM's term loans range from 210 to 260 bps. The main financial covenants in the TDS' and USM's term loan facilities and revolving facilities require total consolidated interest coverage to be no less than 3.0x and the total consolidated leverage ratio to be no more than 3.75x. During 2021, TDS issued approximately $1.11 billion of perpetual preferred stock in two separate series. The company used the proceeds from preferred stock issuances to redeem all its outstanding notes. Fitch provides a 50% equity credit to the preferred notes. ISSUER PROFILE TDS is the fourth largest diversified telecom company in the United States that serves about 6 million customers nationwide. The company provides wireless services through its 84%-owned subsidiary, United States Cellular Corporation (U.S. Cellular or USM). SUMMARY OF FINANCIAL ADJUSTMENTS Fitch provides 50% equity credit to TDS's preferred stock. Fitch applied a 2.0x debt-to-equity multiple for making adjustments for outstanding EIP receivables related to financial services operations. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This 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. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Telephone and Data Systems, Inc. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ preferred LT BB- Affirmed RR6 BB- United States Cellular Corp. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ TEXAS CORE: Court OKs Final Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Lubbock Division, authorized Texas Core Energy, LLC to use cash collateral on a final basis in accordance with the budget. The Debtor requires the use of cash collateral to purchase materials, pay payroll, pay utilities, and otherwise pay for supplies and other expenses vital to its operations. The Debtor has outstanding indebtedness to Pioneer Bank, FSB. Pioneer asserts a lien against the Debtor's assets, including cash, accounts receivable, inventory, equipment, and real estate, to secure the repayment of the Debtor's indebtedness to Pioneer. The Debtor currently reflects on its books and records cash in the amount of $61,007, accounts receivable in the aggregate amount of $497,390, inventory in the aggregate amount of $2.524 million, equipment valued at $689,019, and real estate in the amount of $1.1 million. As of March 15, 2023, the Debtor has in its possession $66,369 of cash in the form of deposits in its depository accounts from collections of outstanding accounts receivable owing from its customers. In addition to the deposits from the collection of the accounts receivable, the Debtor has outstanding accounts receivable relating to the Debtor's sales and supply business in the sum of $177,812. The Debtor has outstanding accounts receivable relating to the Debtor's fabrication business in the sum of $330,410. As adequate protection, Pioneer is granted continuing, post-petition, replacement liens in, to and over all of the Debtor's property and assets in the same nature, extent, validity, and priority of Pioneer's pre-petition liens as of the Petition Date. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3G85O5w from PacerMonitor.com. The Debtor projects total operating expenses, on a weekly basis, as follows: $2,308 for the week ending April 5, 2023; $19,901 for the week ending April 12, 2023; $4,358 for the week ending April 19, 2023; and $46,352 for the week ending April 26, 2023. About Texas Core Energy, LLC Texas Core Energy, LLC is engaged in the design and fabrication of API Tanks and ASME Vessels. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-50021) on February 14, 2023. In the petition signed by Taha Habib, manager, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Brad W. Odell, Esq., at Mullin Hoard & Brown, LLP, represents the Debtor as legal counsel. THOMAS BEESON: Trustee Selling Wrightsville Beach House for $2.3M ----------------------------------------------------------------- Miriam Stein, the Chapter 11 trustee of the estate of Thomas E. Beeson and Donna L. Beeson, asks the U.S. Bankruptcy Court for the Northern District of Illinois to authorize their sale of the real property commonly known as 9 E Charlotte St., Wrightsville Beach, NC 28480, to Brian Rogers and Cynthia Fliszar for $2.3 million. A hearing on the Motion is set for April 5, 2023, at 10:00 a.m. Objections, if any, must be filed no later than two business days before that date. Since her appointment, the Trustee and her counsel have conducted due diligence efforts to understand the history of the Chapter 11 Case and the property of the Debtors' estate. In the course of such due diligence, she has determined that the Debtors' estate includes, among other things, four potentially saleable parcels of real property, which are commonly known as follows: a. 1300 Half Day Rd, Deerfield, IL 60015 ("South Parcel"); b. 9 E Charlotte St., Wrightsville Beach, NC 28480 ("NC House"); c. 1391 Telegraph Rd, Lake Forest, IL 60045 ("Residence"); and d. 12526 W Highway 22, Bannockburn, IL 60015 ("Plantation"). As the Court is aware, the Trustee previously undertook a marketing and sale process with respect to the South Parcel. On Feb. 21, 2023, the Court entered an order approving and authorizing the sale of the South Parcel. The sale of the South Parcel is set to close on March 29, 2023. On Dec. 21, 2022, the Trustee filed that certain Application of the Chapter 11 Trustee for an Order Authorizing the Employment and Retention of Leslie E. McIntosh and the firm Berkshire Hathaway HomeServices Carolina Premier Properties as Her Residential Real Estate Broker. The Broker Application generally informed the Court of her intent to market and sell the NC House and requested the Court's authority to retain and employ Leslie E. McIntosh and the firm Berkshire Hathaway HomeServices Carolina Premier Properties as her residential real estate broker for the purpose of carrying out such marketing. On Dec. 28, 2022, the Court granted the Broker Application. Since the retention by the Trustee, the Broker has worked on behalf of the Ch. 11 Trustee to market and solicit offers for purchase of the NC House. The marketing process ultimately resulted in the Broker securing a total of six offers for purchase of the NC House, in varying amounts with various non-monetary conditions. The Broker, in consultation with the Trustee and her other professionals, identified such increased offer as the highest and best offer to purchase the NC House. Such offer was made in the form of that certain Offer to Purchase and Contract with Addendum. The material terms of the Offer include the following: a. A purchase price of $2.3 million (which represents a purchase price of more than $300,000 in excess of the initial listing price of the NC House (i.e. $1,995,000), and an increase of $100,000 from the original offer made by the same buyer (i.e. 2.2 million); b. An "all cash" offer with no financing contingencies; c. An "as-is" offer with no inspection or due diligence contingencies; d. A non-refundable deposit of $50,000 (which the Trustee has received and is holding as of the filing of the Motion); and e. A closing within 30 days or such date that complies with the entry of an order from the Court approving the sale. In light of the foregoing, and upon consultation with her professionals, the Trustee has determined, in her sound business judgment, that the substantially over ask, all cash, no contingencies Offer represents the highest and best opportunity for disposition of the NC House which is in the best interests of the estate and the creditors. According to the Debtors' schedules (Dkt. No. 28 at pp. 13-14) and two corresponding proofs of claim (Claim Nos. 5 and 15), the NC House is currently encumbered by the following mortgages: a. a first priority mortgage in favor of Deutsche Bank Trust Company Americas, as Trustee for Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2006-QS4 in the alleged amount of $406,194.45; Claim No. 15-1; and b. a junior priority mortgage in favor of JPMorgan Chase Bank, National Association in the alleged amount of $205,699.33, Claim No. 5-1. The Trustee has reviewed and analyzed each of the claims filed by Deutsche and Chase and has concluded there is no justifiable basis to object to the allowance of the same. Based upon the proposed purchase price of the NC House evidenced by the Offer (i.e. $2.3 million gross, with an estimated net of no less than $2 million), and the aggregate value of the pre-petition secured claims against the NC House (i.e. a total of approximately $611,893.78) the sale contemplated by the Motion complies with section 363(f)(3) of the Bankruptcy Code as the net proceeds of the sale will substantially exceed the aggregate value of the claims asserted by Deutsche and Chase. Moreover, the sale will provide a substantial influx of cash to the estate, for the benefit of all remaining creditors, after the payment of the claims of Deutsche and Chase. The sale will be free and clear of liens, claims, encumbrances, and interests. On March 22, 2023, the Trustee informed the Court she intended to file the Motion on shortened notice and for presentment on April 5, 2023, given the numerous other items in the Chapter 11 Case currently scheduled for such date, and her belief that there will be no party opposing the relief sought by the Motion. Accordingly, she requests that the foregoing notice of the Motion be deemed adequate and reasonable under the circumstances and that no other and further notice be required, notwithstanding the notice requirements ordinarily imposed by Bankruptcy Rule 2002. A copy of the Sale Contract is available at https://tinyurl.com/bdzfveuk from PacerMonitor.com free of charge. About the Beesons Thomas E. Beeson and Donna L. Beeson operate a nursery business through their wholly owned corporation, Beeson Plantation, Inc. They, through Plantation, utilize the South Parcel located at 1300 Half Day Road, Deerfield, Illinois, for its retail nursery operations and the property at 12526 W. Highway 22, Bannockburn, Illinois for its wholesale nursery operations. Thomas E. Beeson and Donna L. Beeson filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 16-00783) on January 11, 2016, and are represented by: Joseph A. Baldi, Esq. Julia D. Loper, Esq. Baldi Berg, Ltd. 20 N. Clark St., Suite 200 Chicago, IL 60602 Tel: (312) 726-8150 The Debtors filed their Plan of Reorganization on Jan. 5, 2017. TRIMED HEALTHCARE: Hires Maschmeyer Marinas as Bankruptcy Counsel ----------------------------------------------------------------- TriMED Healthcare LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Maschmeyer Marinas PC as its bankruptcy counsel. The firm will render these services: a. advise the Debtors of their rights, powers, and duties as debtors-in-possession in continuing to operate and manage their assets; b. advise the Debtors concerning and assisting in the negotiation and documentation of the use of cash collateral and/or debtor-in-possession financing, debt restructuring and related transactions; c. review the nature and validity of agreements relating to the Debtors' businesses and advise the Debtors in connection therewith; d. review the nature and validity of liens, if any, asserted against the Debtors and advise as to the enforceability of such liens; e. advise the Debtors concerning the actions they might take to collect and recover property for the benefit of their estates; f. prepare on the Debtors' behalf all necessary and appropriate applications, motions, pleadings, orders, notices, petitions, schedules and other documents, and review all financial and other reports to be filed in the Debtors' Chapter 11 cases; g. advise the Debtors concerning, and preparing responses to, applications, motions, pleadings, notices and other papers which may be filed in the Debtors' Chapter 11 cases; h. counsel the Debtors in connection with formulation, negotiation and promulgation of a plan of reorganization and related documents; and i. perform all other legal services for and on behalf of the Debtors, which may be necessary or appropriate in the administration of their Chapter 11 cases. The firm received a retainer of $25,000, which includes filing fees. Paul B. Maschmeyer, Esq., shareholder of Maschmeyer Marinas P.C., attests that his firm is disinterested person within the meaning of Sec. 101(14) of the Bankruptcy Code. The counsel can be reached through: Paul B. Maschmeyer, Esq. Maschmeyer Marinas P.C. 350 South Main Street, Suite 105 Doylestown, PA 18901 Phone: (610) 296-3325 Email: Pmaschmeyer357@gmail.com About TriMED Healthcare TriMED provides an array of home care services for those who have disabilities or simply require a companion. Its services include personal care, respite care, friendly reassurance, and intermittent chore assistance. TriMED Healthcare LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-10847) on March 24, 2023. The petition was signed by Beverley George-Jordan as president. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Patricia M. Mayer presides over the case. Frank S. Marinas, Esq. at Maschmeyer Marinas PC represents the Debtor as counsel. VENUE CHURCH: May 11 Hearing on Plan & Disclosures -------------------------------------------------- Judge Shelley D. Rucker that the Disclosure Statement filed by The Venue Church, Inc. is conditionally approved to allow for a combined hearing on approval of the Disclosure Statement and confirmation of the Plan. The hearing to consider final approval of the Disclosure Statement (if a written objection has been timely filed) and for hearing on confirmation of the Plan will be on May 11, 2023 at 11:00 a.m. in 3rd Floor Courtroom, U.S. Bankruptcy Courthouse, 31 East 11th Street, Chattanooga, TN 37402. The last day for filing written acceptances or rejections of the plan will be on May 5, 2023. No later than May 9, 2023, counsel for the debtor must file a summary of the ballots timely received, with copies of the ballots attached to the summary. The last date to file and serve written objections to the disclosure statement and confirmation of the plan is fixed as May 5, 2023. About Venue Church Inc. Venue Church Inc., a megachurch in Tennessee, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 22-11829) on Aug. 23, 2022. In its petition, it listed assets of less than $5 million and more than $3 million in mortgage, auto loan, and credit card debt. The case is overseen by Judge Shelley D. Rucker. The Debtor is represented by Law Office of W. Thomas Bible, Jr. VENUS CONCEPT: Widens Net Loss to $43.6 Million in 2022 ------------------------------------------------------- Venus Concept Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $43.58 million on $99.50 million of revenue for the year ended Dec. 31, 2022, compared to a net loss of $22.14 million on $105.62 million of revenue for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $125.38 million in total assets, $116.64 million in total liabilities, and $8.74 million in stockholders' equity. Toronto, Canada-based MNP LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has reported recurring net losses and negative cash flows from operations, that raise substantial doubt about its ability to continue as a going concern. Management Commentary: "As previously reported, our fourth quarter revenue results were consistent with the Company's expectations and reflect a continued successful shift to prioritize cash system sales, which represented approximately 71% of total systems and subscriptions revenue, compared to 60% in the prior year period," said Rajiv De Silva, chief executive officer of Venus Concept. "2023 is a year of re-focusing the business and repositioning Venus Concept to enhance the cash flow profile of the business and to accelerate the path to long-term, sustainable, profitability and growth. To that end, we are progressing through a series of restructuring activities designed to improve our operations and cost structure, which, when completed, we expect will result in total annual pre-tax savings of $13 million to $15 million beginning in 2024. We are targeting positive cash flow from operations in the second half of 2024, and GAAP operating profitability and mid-single digit adjusted EBITDA margins, on a full year basis, in 2025, driven by prudent expense management and strong contributions to our total revenue growth from robotic systems sales increasing at a 40% CAGR over the next three years. Our newly defined strategic plan will provide the foundation for achieving a long-term revenue CAGR of 10%+ and double-digit adjusted EBITDA margins. While our path to multi-year value creation is taking shape, we are highly-focused on maximizing our capital resources as we work to secure the requisite capital to execute our strategy and meet our near-to-intermediate-term debt obligations." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1409269/000143774923007951/vero20221231b_10k.htm About Venus Concept Toronto, Ontario-based Venus Concept Inc. is an innovative global medical technology company that develops, commercializes, and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related practice enhancement services. The Company's aesthetic systems have been designed on a cost-effective, proprietary and flexible platform that enables the Company to expand beyond the aesthetic industry's traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. VIDEO RIVER: Delays Filing of 2022 Annual Report ------------------------------------------------ Video River Networks, Inc. filed with the Securities and Exchange Commission a Form 12b-25 with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2022. The Company requires additional time for its auditors to complete the annual audit of its annual report for the period ended Dec. 31, 2022. The Company expects to file its Form 10-K within the fifteen-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. About Video River Headquartered in Torrance, California, Video River Networks, Inc. is a technology holding firm that operates and manages a portfolio of Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics ("EV-AI-ML-R") assets, businesses and operations in North America. The Company's current and target portfolio businesses and assets include operations that design, develop, manufacture and sell high-performance fully electric vehicles and design, manufacture, install and sell Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices mostly engineered through Artificial Intelligence, Machine Learning and Robotic technologies NIHK's current technology-focused business model is a result of its board resolution on Sept. 15, 2020 to spin-in/off its specialty real estate holding business to an operating subsidiary and then pivot back to being a technology company. Newhall, California-based DylanFloyd Accounting & Consulting, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 10, 2022, citing that the Company has an accumulated deficit of $17,159,878 for the year ended Dec. 31, 2021. These factors raise substantial doubt about the Company's ability to continue as a going concern. WAHOO FITNESS: S&P Lowers ICR to 'D' Then Withdraws Rating ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based fitness technology company Wahoo Fitness Acquisition LLC to 'D' from 'CCC-'. Concurrently, S&P lowered the issue-level rating on Wahoo's senior secured credit facilities to 'D' from 'CCC'. The '2' recovery rating is unchanged, indicating its expectation for substantial (70%-90%; rounded estimate 70%) recovery. S&P subsequently withdrew all of its ratings at the company's request. The downgrade reflects Wahoo's announcement that it executed a forbearance agreement on its debt service payments (both principal and interest) due March 31, 2023, with respect to its term loan and revolving credit facility. In S&P's view, this represents a default on the term loan and revolving credit facility because Wahoo will not meet its contractual obligation to pay principal and interest in a timely manner. As of Jan. 31, 2023, Wahoo had fully drawn its $30 million revolver and had $5.9 million cash on hand. Subsequent to the downgrades, S&P withdrew all its ratings on Wahoo at the company's request. WESTERN MIDSTREAM: Fitch Assigns BB+ Rating on Sr. Unsecured Notes ------------------------------------------------------------------ Fitch Ratings has assigned a 'BB+'/'RR4' rating to Western Midstream Operating, LP's senior notes. The notes rank pari passu with Western's other existing senior unsecured debt. Net proceeds from the issuance will be used to repay borrowings under the revolving credit facility with the remaining proceeds used for general partnership purposes. Western's Long-Term Issuer Default Rating (IDR) is 'BB+'. The Rating Outlook is Positive. KEY RATING DRIVERS Counterparty Exposure: Occidental is Western's largest counterparty, and consequently, Western is still predominately exposed to non-investment-grade counterparties as a gathering and processing company. Occidental contributed approximately 55% of Western's revenues in 2022, and Fitch expects Occidental's contribution to be in that area over the near term. Occidental's operational and financial strength influence Western's credit profile as Western depends on Occidental for future growth. Fitch believes Western's midstream operations will remain strategically important to Occidental's production, particularly in the Permian Basin, despite potential commodity price volatility in the near term. Credit Supportive Financial Policy: Fitch believes Western's financial policy is credit supportive. Management has committed to leverage below 3.5x by YE 2022 and going forward. Capex needs are manageable, and the company is increasingly FCF positive. The company used a portion of the excess cash to pay back approximately $504 million in senior notes in 2022. Deleveraging is occurring from both increase in EBITDA and debt paydowns. In the first quarter of 2022, Management increased per unit distributions by approximately 53%. Going forward, Fitch expects Western to continue to balance dividends, share buy backs and growth capital spending while remaining within leverage targets. Asset and Contract Profile: Fitch believes Western will generate over 90% of its gross margin from fee-based and fixed-price contracts in 2023. Western has limited direct commodity price exposure, and has also diversified geographically, supported by a blend of contracts with minimum volume commitment (MVCs) and/or cost of service (COS) components, relative to the more standard requirements contracts prevalent in the industry. Approximately 77% of Western's natural gas throughput volume was protected by either MVCs or COS components in 2022, and approximately 100% of its crude oil and natural gas liquids and 90% of produced-water throughput were also supported by either MVCs or COS components. Throughput Volumes to Remain Flat: Relatively flat levels of capex and exploration and production (E&P) activities, particularly from Occidental are expected to keep volume increases in the low single digits. However, Fitch projects a greater increase in EBITDA, from lower costs and partially from changes in some of the contracts where Western is now responsible for delivering fixed NGL recoveries rather than actual NGL recoveries. This provision shifts a portion of the operating risk to Western as the operator, but also presents the opportunity to benefit from better than expected operating performance through the sale of the excess volumes recovered. Overall, Fitch views this construct as marginally more additive to risk, but not a material consideration at this point. In 2023, Western is expected to generate approximately 55% of EBITDA from the Delaware Basin, 29% of EBITDA from the DJ Basin, 8% from other non-core regions and 8% from equity investments. Shorter-Term Contracts: Fitch's rating case assumes the economic value of the contracts between Occidental and Western remains intact, with no renegotiation of contract terms deemed materially unfavorable to Western. Western's long-term weighted average contract life is 6-10 years (other than the life-of-lease contracts) collectively for its gas, crude oil and water businesses at YE 2022. Western also has a portfolio of equity investments, including ownership interests in long-haul pipelines in the Permian, which should maintain stable cash flow in the near term. Fitch believes the Permian will remain Western's cornerstone of growth. Sponsor Relationship: Occidental continues to reduce its ownership stake in Western's publicly traded parent, Western Midstream Partners, LP (WES), now standing at 48.4% of limited partner interest, but retains 100% of the general partnership interest. The ownership uncertainty, while a slight negative, is no longer a material issue given the improving credit quality and FCF generation at Occidental. Occidental has periodically sold off WES's units and may continue to do so in the near term, further reducing its ownership. The operational alignment between Occidental and Western in the Permian remains intact in the long term, given the good fit between legacy Anadarko Petroleum Corporation's (rating withdrawn) and Western's assets in the basin. However, Occidental reeling back legacy Anadarko's historic focus on the DJ Basin has impeded Western's growth in that basin. Western also targets growth through third-party volumes, but Fitch believes such growth could be somewhat slower as upstream customers remain increasingly capital disciplined regarding production spending under the volatile commodities price environment. Parent Subsidiary Relationship: Fitch analyzed the parent-subsidiary relationship between Western and Occidental, and has determined that their respective IDRs are the same based on the companies' standalone credit profiles. Western maintains a separate board of directors and financing function. Outside of the PSL relationship, as Western's largest counterparty, Occidental's rating and Outlook have credit implications for Western. DERIVATION SUMMARY Western primarily operates in the Delaware and DJ Basins. Fitch expects Western will derive about 60% of its 2023 revenue from Occidental. EQM Midstream Partners, LP (BB/Negative) is one of Western's peers that operates primarily in the Appalachian Basin and has material, concentrated counterparty exposure to EQT Corporation (BB+/Stable). DCP Midstream, LP (BBB-/Stable) and EnLink Midstream, LLC (BBB-/Stable) operate in multiple basins and are more diverse than Western. Over 90% of Western's gas contracts and 100% of their liquids contracts are fee based, largely with MVC or COS provisions. DCP has higher volume risk, with only about 70% of its gross margins generated from fee-based contracts, compared with 90% of EnLink's gross margins. EQM had approximately 65% of revenues from firm reservation fees for the YE 2022. In terms of EBITDA, Western generated about $2.1 billion in 2022, which is larger than EQM, DCP and EnLink. However, each of the peers is sizable, generating over $1 billion in EBITDA annually. With leverage around 3.2x for YE 2022, Western's leverage is expected to be lower than Enlink's and EQM's and similar to that of DCP. Fitch calculates leverage of approximately 5.1x for EnLink, and around 3.0x-3.2 for DCP and 5.4x-5.6x for EQM for YE 2022. KEY ASSUMPTIONS - WTI oil price of $81/bbl in 2023, $62/bbl in 2024, $50/bbl in 2025 and thereafter; - A Fitch price deck of Henry Hub natural gas prices of $5.0 per thousand cubic feet (mcf) in 2023, $4.0/mcf in 2024, $3.0/mcf in 2025, and $2.75/mcf over the long-term; - Declining throughput volume in segments outside the Permian through 2023; - Distributions as per management's forecast; - No adverse changes in existing contract terms between Western and its major counterparties that would materially impair Western's expected cash flow; - No significant change in the financial policy due to potential ownership changes. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Favorable rating action at Occidental; - Leverage (total debt to operating EBITDA) at or below 4.0x and a distribution coverage ratio above 1.1x on a sustained basis, with gross margin remaining above 90% fee based or fixed priced; - Asset and business line expansion leading to a more diversified cash flow profile. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Leverage at or above 5.0x and a distribution coverage ratio below 1.1x on a sustained basis; - Negative rating action at Occidental; - Materially unfavorable changes in contract mix; - Negative changes in law -- either new laws or rulings on old laws -- that cause volumetric declines and push profitability lower and leverage higher on a sustained basis; - Adoption of a growth-funding strategy that does not include a significant equity component, inclusive of retained earnings. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Western had approximately $287 million in cash, $5.1 million in outstanding LOC and $375.0 million of outstanding borrowing at Dec. 31, 2022, resulting in approximately $1.6 billion available on its $2.0 billion senior unsecured revolving credit facility (RCF). Fitch expects liquidity will remain adequate over the near term. $400 million of the RCF matures in February 2025, and the remaining $1.6 billion matures in February 2026. With ample availability on its revolver, strong cash flows and a manageable debt maturity schedule, Western has sufficient liquidity. The credit facility requires Western to maintain a consolidated leverage ratio at or below 5.0x, or a consolidated leverage ratio of 5.5x for quarters ending in the 270-day period immediately following certain acquisitions. Western is in compliance with this covenant, and Fitch expects it will remain so for the balance of the forecast. ISSUER PROFILE Western is a subsidiary of WES, which, in turn, is a publicly traded master limited partnership (MLP), the general partner of which is owned by Occidental Petroleum Corp. Western owns, operates, acquires and develops midstream energy assets generating its cash flow primarily from the Delaware Basin within the Permian and the DJ Basin. ESG CONSIDERATIONS Western Midstream Operating, LP has an ESG Relevance Score of '4' for Group Structure as the company operates under a somewhat complex group structure of master limited partnership, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This 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. Entity/Debt Rating Recovery ----------- ------ -------- Western Midstream Operating, LP senior unsecured LT BB+ New Rating RR4 WEWORK INC: Incurs $2.29 Billion Net Loss in 2022 ------------------------------------------------- WeWork, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $2.29 billion on $3.24 billion of revenue for the year ended Dec. 31, 2022, compared to a net loss of $4.63 billion on $2.57 billion of revenue for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $17.86 billion in total assets, $21.31 billion in total liabilities, and a total deficit of $3.43 billion. Operational Restructuring Plans The Company has been executing a strategic plan to transform its business over the last three years. The Company said it will continue to execute its operational restructuring program in 2023 and take additional actions to further this strategic plan which to date has included robust expense management efforts, material real estate portfolio optimization and the exit of non-core businesses, contributing to an improvement in its net loss from operations of $4.3 billion for the year ended Dec. 31, 2020 to $1.6 billion for the year ended Dec. 31, 2022. Management's plans over the next twelve months include the further reduction of gross capital expenditures and other SG&A cost saving measures. In January 2023, the Company further reduced the global workforce by approximately 7%. Management believes that these plans are within its control and probable of being implemented on a timely basis. In addition, the Company will continue to assess our real estate portfolio to amend or exit unfavorable leases or underperforming locations, and negotiate rent reductions. Management believes that the expected impact on the Company's liquidity and cash flows resulting from the Transactions and the operational initiatives outlined above are sufficient to enable the Company to meet its obligations for at least twelve months from the issuance date and alleviate the conditions that initially raised substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001813756/000181375623000016/we-20221231.htm About WeWork New York, NY-based WeWork Inc. (NYSE: WE) -- wework.com -- is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022.WeWork reported a net loss of $3.83 billion in 2020, and a net loss of $3.77 billion in 2019. As of Sept. 30, 2022, WeWork had $18.33 billion in total assets, $21.09 billion in total liabilities, and a total deficit of $2.74 billion. WINTERFELL CONSTRUCTION: Hires Debra Myers CPA as Accountant ------------------------------------------------------------ Winterfell Construction, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Debra Myers CPA as its accountant. The Debtor needs an accountant to prepare its 2022 federal and state income tax returns. Debra Myers CPA will bill its standard hourly rate of $180 per hour, plus out-of-pocket expenses. Ms. Myers disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Debra Myers, CPA Debra Myers CPA P.O. Box 874 Lynn Haven, FL 32444 Phone: 850-248-9766 E-mail: Debra@DebraMyersCPA.com About Winterfell Construction Winterfell Construction, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-50015) on Jan. 31, 2023, with as much as $500,000 in both assets and liabilities. Judge Karen K. Specie oversees the case. Michael A. Wynn, Esq., at Burg Wynn, PA is the Debtor's legal counsel. YUNHONG CTI: Delays Filing of 2022 Annual Report ------------------------------------------------ Yunhong CTI Ltd. has filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2022. The Company said the compilation, dissemination and review of the information required to be presented in the Form 10-K for the fiscal year ended Dec. 31, 2022 has imposed requirements that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the registrant. About Yunhong CTI Lake Barrington, Illinois-based Yunhong CTI Ltd. -- www.ctiindustries.com -- develops, produces, distributes and sells a number of consumer products throughout the United States and in over 30 other countries, and it produces film products for commercial and industrial uses in the United States. Many of the Company's products utilize flexible films and, for a number of years, it has been a leading developer of innovative products which employ flexible films including novelty balloons, pouches and films for commercial packaging applications. Yunhong CTI reported a net loss of $7.55 million for the 12 months ended Dec. 31, 2021, a net loss of $4.29 million for the 12 months ended Dec. 31, 2020, and a net loss of $8.07 million for the 12 months ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $16.31 million in total assets, $13.50 million in total liabilities, and $2.81 million in total stockholders' equity. New York, NY-based RBSM LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has suffered recurring losses from operations and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- 7GC & CO HOLD-A VII US 231.4 (10.3) (2.2) 7GC & CO HOLDING VIIAU US 231.4 (10.3) (2.2) ABSOLUTE SOFTWRE ABST US 533.6 (8.8) (62.8) ABSOLUTE SOFTWRE OU1 GR 533.6 (8.8) (62.8) ABSOLUTE SOFTWRE ABST CN 533.6 (8.8) (62.8) ABSOLUTE SOFTWRE ABT2EUR EU 533.6 (8.8) (62.8) ABSOLUTE SOFTWRE OU1 GZ 533.6 (8.8) (62.8) ACCELERATE DIAGN AXDX* MM 75.8 (9.8) 56.7 AIR CANADA AC CN 29,507.0 (1,555.0) 312.0 AIR CANADA ADH2 GR 29,507.0 (1,555.0) 312.0 AIR CANADA ACEUR EU 29,507.0 (1,555.0) 312.0 AIR CANADA ADH2 TH 29,507.0 (1,555.0) 312.0 AIR CANADA ACDVF US 29,507.0 (1,555.0) 312.0 AIR CANADA ADH2 QT 29,507.0 (1,555.0) 312.0 AIR CANADA ACEUR EZ 29,507.0 (1,555.0) 312.0 AIR CANADA ADH2 GZ 29,507.0 (1,555.0) 312.0 ALNYLAM PHAR-BDR A1LN34 BZ 3,546.4 (158.2) 1,924.3 ALNYLAM PHARMACE ALNY US 3,546.4 (158.2) 1,924.3 ALNYLAM PHARMACE DUL GR 3,546.4 (158.2) 1,924.3 ALNYLAM PHARMACE DUL QT 3,546.4 (158.2) 1,924.3 ALNYLAM PHARMACE ALNYEUR EU 3,546.4 (158.2) 1,924.3 ALNYLAM PHARMACE DUL TH 3,546.4 (158.2) 1,924.3 ALNYLAM PHARMACE ALNY* MM 3,546.4 (158.2) 1,924.3 ALNYLAM PHARMACE DUL GZ 3,546.4 (158.2) 1,924.3 ALNYLAM PHARMACE ALNYEUR EZ 3,546.4 (158.2) 1,924.3 ALPHATEC HOLDING L1Z1 GR 513.4 (13.1) 116.8 ALPHATEC HOLDING ATEC US 513.4 (13.1) 116.8 ALPHATEC HOLDING ATECEUR EU 513.4 (13.1) 116.8 ALPHATEC HOLDING L1Z1 GZ 513.4 (13.1) 116.8 ALTICE USA INC-A ATUS US 33,665.0 (503.9) (1,471.3) ALTICE USA INC-A 15PA GR 33,665.0 (503.9) (1,471.3) ALTICE USA INC-A 15PA TH 33,665.0 (503.9) (1,471.3) ALTICE USA INC-A ATUSEUR EU 33,665.0 (503.9) (1,471.3) ALTICE USA INC-A 15PA GZ 33,665.0 (503.9) (1,471.3) ALTICE USA INC-A ATUS* MM 33,665.0 (503.9) (1,471.3) ALTICE USA INC-A ATUS-RM RM 33,665.0 (503.9) (1,471.3) ALTIRA GP-CEDEAR MOC AR 36,954.0 (3,923.0) (1,396.0) ALTIRA GP-CEDEAR MOD AR 36,954.0 (3,923.0) (1,396.0) ALTIRA GP-CEDEAR MO AR 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC PHM7 GR 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC MO* MM 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC MO US 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC MO SW 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC MOEUR EU 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC MO TE 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC PHM7 TH 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC MO CI 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC PHM7 QT 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC MOUSD SW 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC PHM7 GZ 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC 0R31 LI 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC ALTR AV 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC MOEUR EZ 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC MOCL CI 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC MO-RM RM 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC PHM7 BU 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC PHM7D EB 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC PHM7D IX 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP INC PHM7D I2 36,954.0 (3,923.0) (1,396.0) ALTRIA GROUP-BDR MOOO34 BZ 36,954.0 (3,923.0) (1,396.0) AMC ENTERTAINMEN AMC US 9,135.6 (2,624.5) (788.2) AMC ENTERTAINMEN AH9 GR 9,135.6 (2,624.5) (788.2) AMC ENTERTAINMEN AMC4EUR EU 9,135.6 (2,624.5) (788.2) AMC ENTERTAINMEN AH9 TH 9,135.6 (2,624.5) (788.2) AMC ENTERTAINMEN AH9 QT 9,135.6 (2,624.5) (788.2) AMC ENTERTAINMEN AMC* MM 9,135.6 (2,624.5) (788.2) AMC ENTERTAINMEN AH9 GZ 9,135.6 (2,624.5) (788.2) AMC ENTERTAINMEN AH9 SW 9,135.6 (2,624.5) (788.2) AMC ENTERTAINMEN AMC-RM RM 9,135.6 (2,624.5) (788.2) AMC ENTERTAINMEN A2MC34 BZ 9,135.6 (2,624.5) (788.2) AMC ENTERTAINMEN APE* MM 9,135.6 (2,624.5) (788.2) AMC ENTERTAINMEN AH9 BU 9,135.6 (2,624.5) (788.2) AMC ENTERTAINMEN AMCE AV 9,135.6 (2,624.5) (788.2) AMERICAN AIR-BDR AALL34 BZ 64,716.0 (5,799.0) (6,227.0) AMERICAN AIRLINE AAL US 64,716.0 (5,799.0) 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(4,184.2) (1,819.8) AUTOZONE INC AZO-RM RM 15,545.1 (4,184.2) (1,819.8) AUTOZONE INC-BDR AZOI34 BZ 15,545.1 (4,184.2) (1,819.8) AVALON ACQUISI-A AVAC US 212.6 (8.7) (0.1) AVALON ACQUISI-A 6YL GR 212.6 (8.7) (0.1) AVALON ACQUISI-A AVACEUR EU 212.6 (8.7) (0.1) AVALON ACQUISITI AVACU US 212.6 (8.7) (0.1) AVID TECHNOLOGY AVID US 287.5 (118.8) (11.6) AVID TECHNOLOGY AVD GR 287.5 (118.8) (11.6) AVID TECHNOLOGY AVD TH 287.5 (118.8) (11.6) AVID TECHNOLOGY AVD GZ 287.5 (118.8) (11.6) AVIS BUD-CEDEAR CAR AR 25,927.0 (700.0) (688.0) AVIS BUDGET GROU CUCA GR 25,927.0 (700.0) (688.0) AVIS BUDGET GROU CAR US 25,927.0 (700.0) (688.0) AVIS BUDGET GROU CUCA QT 25,927.0 (700.0) (688.0) AVIS BUDGET GROU CAR2EUR EU 25,927.0 (700.0) (688.0) AVIS BUDGET GROU CAR* MM 25,927.0 (700.0) (688.0) AVIS BUDGET GROU CAR2EUR EZ 25,927.0 (700.0) (688.0) AVIS BUDGET GROU CUCA TH 25,927.0 (700.0) (688.0) AVIS BUDGET GROU CUCA GZ 25,927.0 (700.0) (688.0) BABCOCK & WILCOX BW US 942.7 (2.1) 185.6 BABCOCK & WILCOX UBW1 GR 942.7 (2.1) 185.6 BABCOCK & WILCOX BWEUR EU 942.7 (2.1) 185.6 BABYLON HOLDIN-A BBLNEUR EZ 246.1 (255.9) 57.7 BATH & BODY WORK LTD0 GR 5,494.0 (2,205.0) 887.0 BATH & BODY WORK LTD0 TH 5,494.0 (2,205.0) 887.0 BATH & BODY WORK BBWI US 5,494.0 (2,205.0) 887.0 BATH & BODY WORK LBEUR EU 5,494.0 (2,205.0) 887.0 BATH & BODY WORK BBWI* MM 5,494.0 (2,205.0) 887.0 BATH & BODY WORK LTD0 QT 5,494.0 (2,205.0) 887.0 BATH & BODY WORK BBWI AV 5,494.0 (2,205.0) 887.0 BATH & BODY WORK LBEUR EZ 5,494.0 (2,205.0) 887.0 BATH & BODY WORK LTD0 GZ 5,494.0 (2,205.0) 887.0 BATH & BODY WORK BBWI-RM RM 5,494.0 (2,205.0) 887.0 BATTERY FUTURE A BFAC/U US 354.9 350.4 0.2 BATTERY FUTURE-A BFAC US 354.9 350.4 0.2 BED BATH &BEYOND BBBY* MM 4,401.4 (798.6) (694.1) BED BATH &BEYOND BBBY-RM RM 4,401.4 (798.6) (694.1) BELLRING BRANDS BRBR US 735.0 (370.3) 304.9 BELLRING BRANDS D51 TH 735.0 (370.3) 304.9 BELLRING BRANDS BRBR2EUR EU 735.0 (370.3) 304.9 BELLRING BRANDS D51 GR 735.0 (370.3) 304.9 BELLRING BRANDS D51 QT 735.0 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148.0 BOMBARDIER INC-A BDRAF US 12,324.0 (2,762.0) 148.0 BOMBARDIER INC-A BBD GR 12,324.0 (2,762.0) 148.0 BOMBARDIER INC-A BBD/AEUR EU 12,324.0 (2,762.0) 148.0 BOMBARDIER INC-A BBD GZ 12,324.0 (2,762.0) 148.0 BOMBARDIER INC-B BBD/B CN 12,324.0 (2,762.0) 148.0 BOMBARDIER INC-B BBDC GR 12,324.0 (2,762.0) 148.0 BOMBARDIER INC-B BDRBF US 12,324.0 (2,762.0) 148.0 BOMBARDIER INC-B BBDC TH 12,324.0 (2,762.0) 148.0 BOMBARDIER INC-B BBDBN MM 12,324.0 (2,762.0) 148.0 BOMBARDIER INC-B BBD/BEUR EU 12,324.0 (2,762.0) 148.0 BOMBARDIER INC-B BBDC GZ 12,324.0 (2,762.0) 148.0 BOMBARDIER INC-B BBD/BEUR EZ 12,324.0 (2,762.0) 148.0 BOMBARDIER INC-B BBDC QT 12,324.0 (2,762.0) 148.0 BOX INC- CLASS A BOX US 1,207.2 (33.9) 90.9 BOX INC- CLASS A 3BX GR 1,207.2 (33.9) 90.9 BOX INC- CLASS A 3BX TH 1,207.2 (33.9) 90.9 BOX INC- CLASS A 3BX QT 1,207.2 (33.9) 90.9 BOX INC- CLASS A BOXEUR EU 1,207.2 (33.9) 90.9 BOX INC- CLASS A BOXEUR EZ 1,207.2 (33.9) 90.9 BOX INC- CLASS A 3BX GZ 1,207.2 (33.9) 90.9 BOX INC- CLASS A BOX-RM RM 1,207.2 (33.9) 90.9 BRIACELL THERAPE BCT CN 45.5 (1.7) 44.3 BRIDGEBIO PHARMA BBIO US 623.0 (1,244.9) 427.4 BRIDGEBIO PHARMA 2CL GR 623.0 (1,244.9) 427.4 BRIDGEBIO PHARMA 2CL GZ 623.0 (1,244.9) 427.4 BRIDGEBIO PHARMA BBIOEUR EU 623.0 (1,244.9) 427.4 BRIDGEBIO PHARMA 2CL TH 623.0 (1,244.9) 427.4 BRIGHTSPHERE INV BSIG US 518.7 (21.6) - BRIGHTSPHERE INV 2B9 GR 518.7 (21.6) - BRIGHTSPHERE INV BSIGEUR EU 518.7 (21.6) - BRIGHTSPHERE INV 2B9 GZ 518.7 (21.6) - BRINKER INTL EAT US 2,519.6 (267.5) (336.3) BRINKER INTL BKJ GR 2,519.6 (267.5) (336.3) BRINKER INTL BKJ QT 2,519.6 (267.5) (336.3) BRINKER INTL EAT2EUR EU 2,519.6 (267.5) (336.3) BRINKER INTL EAT2EUR EZ 2,519.6 (267.5) (336.3) BRINKER INTL BKJ TH 2,519.6 (267.5) (336.3) BROOKFIELD INF-A BIPC CN 10,178.0 (361.0) (3,066.0) BROOKFIELD INF-A BIPC US 10,178.0 (361.0) (3,066.0) CALUMET SPECIALT CLMT US 2,741.8 (287.7) (531.7) CARDINAL HEA BDR C1AH34 BZ 44,482.0 (2,212.0) 1,384.0 CARDINAL HEALTH CAH US 44,482.0 (2,212.0) 1,384.0 CARDINAL HEALTH CLH GR 44,482.0 (2,212.0) 1,384.0 CARDINAL HEALTH CLH TH 44,482.0 (2,212.0) 1,384.0 CARDINAL HEALTH CLH QT 44,482.0 (2,212.0) 1,384.0 CARDINAL HEALTH CAHEUR EU 44,482.0 (2,212.0) 1,384.0 CARDINAL HEALTH CLH GZ 44,482.0 (2,212.0) 1,384.0 CARDINAL HEALTH CAH* MM 44,482.0 (2,212.0) 1,384.0 CARDINAL HEALTH CAHEUR EZ 44,482.0 (2,212.0) 1,384.0 CARDINAL HEALTH CAH-RM RM 44,482.0 (2,212.0) 1,384.0 CARDINAL-CEDEAR CAH AR 44,482.0 (2,212.0) 1,384.0 CARDINAL-CEDEAR CAHC AR 44,482.0 (2,212.0) 1,384.0 CARDINAL-CEDEAR CAHD AR 44,482.0 (2,212.0) 1,384.0 CARVANA CO CVNA US 8,698.0 (1,053.0) 2,002.0 CARVANA CO CV0 TH 8,698.0 (1,053.0) 2,002.0 CARVANA CO CV0 QT 8,698.0 (1,053.0) 2,002.0 CARVANA CO CVNAEUR EU 8,698.0 (1,053.0) 2,002.0 CARVANA CO CV0 GR 8,698.0 (1,053.0) 2,002.0 CARVANA CO CV0 GZ 8,698.0 (1,053.0) 2,002.0 CARVANA CO CVNAEUR EZ 8,698.0 (1,053.0) 2,002.0 CARVANA CO CV0 SW 8,698.0 (1,053.0) 2,002.0 CARVANA CO CVNA* MM 8,698.0 (1,053.0) 2,002.0 CARVANA CO CVNA-RM RM 8,698.0 (1,053.0) 2,002.0 CEDAR FAIR LP FUN US 2,235.9 (591.6) (153.2) CENGAGE LEARNING CNGO US 2,600.8 (298.1) (64.5) CENTRUS ENERGY-A LEU US 705.5 (74.1) 137.9 CENTRUS ENERGY-A 4CU TH 705.5 (74.1) 137.9 CENTRUS ENERGY-A 4CU GR 705.5 (74.1) 137.9 CENTRUS ENERGY-A LEUEUR EU 705.5 (74.1) 137.9 CENTRUS ENERGY-A 4CU GZ 705.5 (74.1) 137.9 CENTRUS ENERGY-A 4CU QT 705.5 (74.1) 137.9 CHENIERE ENERGY LNG US 41,266.0 (171.0) (1,187.0) CHENIERE ENERGY CHQ1 GR 41,266.0 (171.0) (1,187.0) CHENIERE ENERGY CQP US 19,633.0 (2,131.0) 199.0 CHENIERE ENERGY CHQ1 TH 41,266.0 (171.0) (1,187.0) CHENIERE ENERGY CHQ1 QT 41,266.0 (171.0) (1,187.0) CHENIERE ENERGY LNG2EUR EU 41,266.0 (171.0) (1,187.0) CHENIERE ENERGY LNG* MM 41,266.0 (171.0) (1,187.0) CHENIERE ENERGY CHQ1 SW 41,266.0 (171.0) (1,187.0) CHENIERE ENERGY LNG2EUR EZ 41,266.0 (171.0) (1,187.0) CHENIERE ENERGY CHQ1 GZ 41,266.0 (171.0) (1,187.0) CINEPLEX INC CGX CN 2,150.5 (211.8) (310.3) CINEPLEX INC CX0 GR 2,150.5 (211.8) (310.3) CINEPLEX INC CPXGF US 2,150.5 (211.8) (310.3) CINEPLEX INC CX0 TH 2,150.5 (211.8) (310.3) CINEPLEX INC CGXEUR EU 2,150.5 (211.8) (310.3) CINEPLEX INC CGXN MM 2,150.5 (211.8) (310.3) CINEPLEX INC CX0 GZ 2,150.5 (211.8) (310.3) COGENT COMMUNICA CCOI US 1,010.2 (518.6) 245.6 COGENT COMMUNICA OGM1 GR 1,010.2 (518.6) 245.6 COGENT COMMUNICA CCOIEUR EU 1,010.2 (518.6) 245.6 COGENT COMMUNICA CCOI* MM 1,010.2 (518.6) 245.6 COHERUS BIOSCIEN CHRS US 480.8 (137.4) 242.5 COHERUS BIOSCIEN 8C5 GR 480.8 (137.4) 242.5 COHERUS BIOSCIEN 8C5 TH 480.8 (137.4) 242.5 COHERUS BIOSCIEN CHRSEUR EU 480.8 (137.4) 242.5 COHERUS BIOSCIEN 8C5 QT 480.8 (137.4) 242.5 COHERUS BIOSCIEN CHRSEUR EZ 480.8 (137.4) 242.5 COHERUS BIOSCIEN 8C5 GZ 480.8 (137.4) 242.5 COMMSCOPE HOLDIN COMM US 11,685.4 (445.7) 1,618.7 COMMSCOPE HOLDIN CM9 GR 11,685.4 (445.7) 1,618.7 COMMSCOPE HOLDIN COMMEUR EU 11,685.4 (445.7) 1,618.7 COMMSCOPE HOLDIN CM9 TH 11,685.4 (445.7) 1,618.7 COMMUNITY HEALTH CYH US 14,669.0 (734.0) 896.0 COMMUNITY HEALTH CG5 GR 14,669.0 (734.0) 896.0 COMMUNITY HEALTH CG5 TH 14,669.0 (734.0) 896.0 COMMUNITY HEALTH CG5 QT 14,669.0 (734.0) 896.0 COMMUNITY HEALTH CYH1EUR EU 14,669.0 (734.0) 896.0 COMMUNITY HEALTH CG5 GZ 14,669.0 (734.0) 896.0 COMPOSECURE INC CMPO US 162.9 (292.0) 52.1 CONSENSUS CLOUD CCSI US 633.9 (255.3) 65.2 CONSILIUM ACQUIS CSLMU US 193.9 186.7 186.7 CONSILIUM ACQUIS CSLM US 193.9 186.7 186.7 CONTANGO ORE INC CTGO US 23.3 (0.8) 8.4 CPI CARD GROUP I PMTS US 296.7 (82.1) 99.6 CPI CARD GROUP I CPB1 GR 296.7 (82.1) 99.6 CPI CARD GROUP I PMTSEUR EU 296.7 (82.1) 99.6 CTI BIOPHARMA CO CEPS QT 123.5 (16.8) 77.6 CTI BIOPHARMA CO CTIC US 123.5 (16.8) 77.6 CTI BIOPHARMA CO CEPS GR 123.5 (16.8) 77.6 CTI BIOPHARMA CO CTIC1EUR EZ 123.5 (16.8) 77.6 CTI BIOPHARMA CO CTIC1EUR EU 123.5 (16.8) 77.6 CTI BIOPHARMA CO CEPS TH 123.5 (16.8) 77.6 CUTERA INC TJ9 GR 521.0 (15.2) 345.4 CUTERA INC CUTR US 521.0 (15.2) 345.4 CUTERA INC TJ9 TH 521.0 (15.2) 345.4 CUTERA INC CUTREUR EU 521.0 (15.2) 345.4 CUTERA INC TJ9 QT 521.0 (15.2) 345.4 CUTERA INC CUTREUR EZ 521.0 (15.2) 345.4 CYTOKINETICS INC CYTK US 1,014.8 (107.9) 710.6 CYTOKINETICS INC KK3A GR 1,014.8 (107.9) 710.6 CYTOKINETICS INC KK3A QT 1,014.8 (107.9) 710.6 CYTOKINETICS INC CYTKEUR EU 1,014.8 (107.9) 710.6 CYTOKINETICS INC KK3A TH 1,014.8 (107.9) 710.6 DELEK LOGISTICS DKL US 1,679.3 (110.7) (41.0) DELL TECHN-C DELL US 89,611.0 (3,025.0) (9,303.0) DELL TECHN-C 12DA TH 89,611.0 (3,025.0) (9,303.0) DELL TECHN-C 12DA GR 89,611.0 (3,025.0) (9,303.0) DELL TECHN-C 12DA GZ 89,611.0 (3,025.0) (9,303.0) DELL TECHN-C DELL1EUR EU 89,611.0 (3,025.0) (9,303.0) DELL TECHN-C DELLC* MM 89,611.0 (3,025.0) (9,303.0) DELL TECHN-C 12DA QT 89,611.0 (3,025.0) (9,303.0) DELL TECHN-C DELL AV 89,611.0 (3,025.0) (9,303.0) DELL TECHN-C DELL1EUR EZ 89,611.0 (3,025.0) (9,303.0) DELL TECHN-C DELL-RM RM 89,611.0 (3,025.0) (9,303.0) DELL TECHN-C-BDR D1EL34 BZ 89,611.0 (3,025.0) (9,303.0) DENNY'S CORP DE8 GR 498.3 (37.1) (43.3) DENNY'S CORP DENN US 498.3 (37.1) (43.3) DENNY'S CORP 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(383.1) (52.8) MICROSTRATEGY MIGA GR 2,410.3 (383.1) (52.8) MICROSTRATEGY MSTREUR EU 2,410.3 (383.1) (52.8) MICROSTRATEGY MIGA SW 2,410.3 (383.1) (52.8) MICROSTRATEGY MIGA TH 2,410.3 (383.1) (52.8) MICROSTRATEGY MIGA QT 2,410.3 (383.1) (52.8) MICROSTRATEGY MSTREUR EZ 2,410.3 (383.1) (52.8) MICROSTRATEGY MSTR* MM 2,410.3 (383.1) (52.8) MICROSTRATEGY MIGA GZ 2,410.3 (383.1) (52.8) MICROSTRATEGY MSTR-RM RM 2,410.3 (383.1) (52.8) MICROSTRATEGY MSTR AR 2,410.3 (383.1) (52.8) MONEYGRAM INTERN MGI US 4,505.2 (145.8) 12.4 MONEYGRAM INTERN 9M1N GR 4,505.2 (145.8) 12.4 MONEYGRAM INTERN 9M1N QT 4,505.2 (145.8) 12.4 MONEYGRAM INTERN 9M1N TH 4,505.2 (145.8) 12.4 MONEYGRAM INTERN MGIEUR EU 4,505.2 (145.8) 12.4 MSCI INC 3HM GR 4,997.5 (1,007.9) 497.4 MSCI INC MSCI US 4,997.5 (1,007.9) 497.4 MSCI INC 3HM QT 4,997.5 (1,007.9) 497.4 MSCI INC MSCI* MM 4,997.5 (1,007.9) 497.4 MSCI INC MSCIEUR EZ 4,997.5 (1,007.9) 497.4 MSCI INC 3HM GZ 4,997.5 (1,007.9) 497.4 MSCI INC 3HM TH 4,997.5 (1,007.9) 497.4 MSCI INC MSCI AV 4,997.5 (1,007.9) 497.4 MSCI INC MSCI-RM RM 4,997.5 (1,007.9) 497.4 MSCI INC-BDR M1SC34 BZ 4,997.5 (1,007.9) 497.4 NATHANS FAMOUS NATH US 81.8 (46.0) 58.4 NATHANS FAMOUS NFA GR 81.8 (46.0) 58.4 NATHANS FAMOUS NATHEUR EU 81.8 (46.0) 58.4 NEW ENG RLTY-LP NEN US 391.8 (59.9) - NINE ENERGY SERV NINE US 426.8 (23.5) 115.7 NINE ENERGY SERV NEJ GR 426.8 (23.5) 115.7 NINE ENERGY SERV NINE1EUR EU 426.8 (23.5) 115.7 NINE ENERGY SERV NINE1EUR EZ 426.8 (23.5) 115.7 NINE ENERGY SERV NEJ GZ 426.8 (23.5) 115.7 NINE ENERGY SERV NEJ TH 426.8 (23.5) 115.7 NINE ENERGY SERV NEJ QT 426.8 (23.5) 115.7 NOVAVAX INC NVV1 GR 2,258.7 (634.1) (756.6) NOVAVAX INC NVAX US 2,258.7 (634.1) (756.6) NOVAVAX INC NVV1 TH 2,258.7 (634.1) (756.6) NOVAVAX INC NVV1 QT 2,258.7 (634.1) (756.6) NOVAVAX INC NVAXEUR EU 2,258.7 (634.1) (756.6) NOVAVAX INC NVV1 GZ 2,258.7 (634.1) (756.6) NOVAVAX INC NVV1 SW 2,258.7 (634.1) (756.6) NOVAVAX INC NVAX* MM 2,258.7 (634.1) (756.6) NOVAVAX INC 0A3S LI 2,258.7 (634.1) (756.6) NOVAVAX INC NVV1 BU 2,258.7 (634.1) (756.6) NUTANIX INC - A NTNX US 2,357.4 (791.0) 524.3 NUTANIX INC - A 0NU GR 2,357.4 (791.0) 524.3 NUTANIX INC - A NTNXEUR EU 2,357.4 (791.0) 524.3 NUTANIX INC - A 0NU TH 2,357.4 (791.0) 524.3 NUTANIX INC - A 0NU QT 2,357.4 (791.0) 524.3 NUTANIX INC - A 0NU GZ 2,357.4 (791.0) 524.3 NUTANIX INC - A NTNXEUR EZ 2,357.4 (791.0) 524.3 NUTANIX INC - A NTNX-RM RM 2,357.4 (791.0) 524.3 NUTANIX INC-BDR N2TN34 BZ 2,357.4 (791.0) 524.3 O'REILLY AUT-BDR ORLY34 BZ 12,628.0 (1,060.8) (2,015.6) O'REILLY AUTOMOT OM6 GR 12,628.0 (1,060.8) (2,015.6) O'REILLY AUTOMOT ORLY US 12,628.0 (1,060.8) (2,015.6) O'REILLY AUTOMOT OM6 TH 12,628.0 (1,060.8) (2,015.6) O'REILLY AUTOMOT ORLY SW 12,628.0 (1,060.8) (2,015.6) O'REILLY AUTOMOT OM6 QT 12,628.0 (1,060.8) (2,015.6) O'REILLY AUTOMOT ORLY* MM 12,628.0 (1,060.8) (2,015.6) O'REILLY AUTOMOT ORLYEUR EU 12,628.0 (1,060.8) (2,015.6) O'REILLY AUTOMOT OM6 GZ 12,628.0 (1,060.8) (2,015.6) O'REILLY AUTOMOT ORLY AV 12,628.0 (1,060.8) (2,015.6) O'REILLY AUTOMOT ORLYEUR EZ 12,628.0 (1,060.8) (2,015.6) O'REILLY AUTOMOT ORLY-RM RM 12,628.0 (1,060.8) (2,015.6) OAK STREET HEALT OSH US 2,054.7 (267.3) 395.5 OAK STREET HEALT HE6 GZ 2,054.7 (267.3) 395.5 OAK STREET HEALT HE6 GR 2,054.7 (267.3) 395.5 OAK STREET HEALT OSH3EUR EU 2,054.7 (267.3) 395.5 OAK STREET HEALT HE6 TH 2,054.7 (267.3) 395.5 OAK STREET HEALT HE6 QT 2,054.7 (267.3) 395.5 OAK STREET HEALT OSH* MM 2,054.7 (267.3) 395.5 ORACLE BDR ORCL34 BZ 131,620.0 (1,912.0) (4,184.0) ORACLE CO-CEDEAR ORCLC AR 131,620.0 (1,912.0) (4,184.0) ORACLE CO-CEDEAR ORCL AR 131,620.0 (1,912.0) (4,184.0) ORACLE CO-CEDEAR ORCLD AR 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCL US 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORC GR 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCL* MM 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCL TE 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORC TH 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCL CI 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCL SW 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCLEUR EU 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORC QT 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCLUSD SW 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORC GZ 131,620.0 (1,912.0) (4,184.0) ORACLE CORP 0R1Z LN 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCL AV 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCLEUR EZ 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCLCL CI 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCL-RM RM 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCD EB 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCD I2 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCD IX 131,620.0 (1,912.0) (4,184.0) ORGANON & CO OGN US 10,955.0 (892.0) 1,419.0 ORGANON & CO 7XP TH 10,955.0 (892.0) 1,419.0 ORGANON & CO OGN-WEUR EU 10,955.0 (892.0) 1,419.0 ORGANON & CO 7XP GR 10,955.0 (892.0) 1,419.0 ORGANON & CO OGN* MM 10,955.0 (892.0) 1,419.0 ORGANON & CO 7XP GZ 10,955.0 (892.0) 1,419.0 ORGANON & CO 7XP QT 10,955.0 (892.0) 1,419.0 ORGANON & CO OGN-RM RM 10,955.0 (892.0) 1,419.0 OTIS WORLDWI OTIS US 9,819.0 (4,664.0) (700.0) OTIS WORLDWI 4PG GR 9,819.0 (4,664.0) (700.0) OTIS WORLDWI 4PG GZ 9,819.0 (4,664.0) (700.0) OTIS WORLDWI OTISEUR EZ 9,819.0 (4,664.0) (700.0) OTIS WORLDWI OTISEUR EU 9,819.0 (4,664.0) (700.0) OTIS WORLDWI OTIS* MM 9,819.0 (4,664.0) (700.0) OTIS WORLDWI 4PG TH 9,819.0 (4,664.0) (700.0) OTIS WORLDWI 4PG QT 9,819.0 (4,664.0) (700.0) OTIS WORLDWI OTIS AV 9,819.0 (4,664.0) (700.0) OTIS WORLDWI OTIS-RM RM 9,819.0 (4,664.0) (700.0) OTIS WORLDWI-BDR O1TI34 BZ 9,819.0 (4,664.0) (700.0) PAPA JOHN'S INTL PZZA US 864.2 (269.4) (14.1) PAPA JOHN'S INTL PP1 GR 864.2 (269.4) (14.1) PAPA JOHN'S INTL PZZAEUR EU 864.2 (269.4) (14.1) PAPA JOHN'S INTL PP1 GZ 864.2 (269.4) (14.1) PAPA JOHN'S INTL PP1 TH 864.2 (269.4) (14.1) PAPA JOHN'S INTL PP1 QT 864.2 (269.4) (14.1) PAPAYA GROWTH -A PPYA US 296.2 280.8 0.9 PAPAYA GROWTH OP PPYAU US 296.2 280.8 0.9 PAPAYA GROWTH OP CC40 GR 296.2 280.8 0.9 PAPAYA GROWTH OP PPYAUEUR EU 296.2 280.8 0.9 PETRO USA INC PBAJ US - (0.1) (0.1) PHATHOM PHARMACE PHAT US 164.8 (74.8) 134.3 PHILIP MORRI-BDR PHMO34 BZ 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN PM1EUR EU 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN PMI SW 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN PM1 TE 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN 4I1 TH 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN PM1CHF EU 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN 4I1 GR 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN PM US 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN PMIZ IX 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN PMIZ EB 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN 4I1 QT 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN 4I1 GZ 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN 0M8V LN 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN PMOR AV 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN PM* MM 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN PM1CHF EZ 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN PM1EUR EZ 61,681.0 (6,311.0) (7,717.0) PHILIP MORRIS IN PM-RM RM 61,681.0 (6,311.0) (7,717.0) PLANET FITNESS I P2LN34 BZ 2,854.6 (211.6) 311.0 PLANET FITNESS-A PLNT US 2,854.6 (211.6) 311.0 PLANET FITNESS-A 3PL TH 2,854.6 (211.6) 311.0 PLANET FITNESS-A 3PL GR 2,854.6 (211.6) 311.0 PLANET FITNESS-A 3PL QT 2,854.6 (211.6) 311.0 PLANET FITNESS-A PLNT1EUR EU 2,854.6 (211.6) 311.0 PLANET FITNESS-A PLNT1EUR EZ 2,854.6 (211.6) 311.0 PLANET FITNESS-A 3PL GZ 2,854.6 (211.6) 311.0 PROS HOLDINGS IN PH2 GR 453.0 (35.5) 106.3 PROS HOLDINGS IN PRO US 453.0 (35.5) 106.3 PROS HOLDINGS IN PRO1EUR EU 453.0 (35.5) 106.3 PTC THERAPEUTICS PTCT US 1,705.6 (347.1) 287.5 PTC THERAPEUTICS BH3 GR 1,705.6 (347.1) 287.5 PTC THERAPEUTICS P91 TH 1,705.6 (347.1) 287.5 PTC THERAPEUTICS P91 QT 1,705.6 (347.1) 287.5 RAPID7 INC RPD US 1,359.0 (120.1) (21.0) RAPID7 INC R7D GR 1,359.0 (120.1) (21.0) RAPID7 INC RPDEUR EU 1,359.0 (120.1) (21.0) RAPID7 INC R7D TH 1,359.0 (120.1) (21.0) RAPID7 INC RPD* MM 1,359.0 (120.1) (21.0) RAPID7 INC R7D GZ 1,359.0 (120.1) (21.0) RAPID7 INC R7D QT 1,359.0 (120.1) (21.0) REATA PHARMACE-A RETA US 514.5 (65.7) 338.8 REATA PHARMACE-A 2R3 GR 514.5 (65.7) 338.8 REATA PHARMACE-A RETAEUR EU 514.5 (65.7) 338.8 REATA PHARMACE-A 2R3 GZ 514.5 (65.7) 338.8 REATA PHARMACE-A 2R3 TH 514.5 (65.7) 338.8 REATA PHARMACE-A 2R3 QT 514.5 (65.7) 338.8 REDWOODS ACQUISI RWODU US 117.2 112.6 0.3 REDWOODS ACQUISI RWOD US 117.2 112.6 0.3 REVLON INC-A REV* MM 2,489.8 (2,662.7) (48.5) RIMINI STREET IN RMNI US 391.0 (77.2) (71.3) RIMINI STREET IN 0QH GR 391.0 (77.2) (71.3) RIMINI STREET IN RMNIEUR EU 391.0 (77.2) (71.3) RIMINI STREET IN 0QH QT 391.0 (77.2) (71.3) RINGCENTRAL IN-A RNG US 2,073.7 (283.3) 143.5 RINGCENTRAL IN-A 3RCA GR 2,073.7 (283.3) 143.5 RINGCENTRAL IN-A RNGEUR EU 2,073.7 (283.3) 143.5 RINGCENTRAL IN-A 3RCA TH 2,073.7 (283.3) 143.5 RINGCENTRAL IN-A 3RCA QT 2,073.7 (283.3) 143.5 RINGCENTRAL IN-A RNGEUR EZ 2,073.7 (283.3) 143.5 RINGCENTRAL IN-A RNG* MM 2,073.7 (283.3) 143.5 RINGCENTRAL IN-A 3RCA GZ 2,073.7 (283.3) 143.5 RINGCENTRAL-BDR R2NG34 BZ 2,073.7 (283.3) 143.5 SABRE CORP SABR US 4,962.9 (872.8) 545.9 SABRE CORP 19S GR 4,962.9 (872.8) 545.9 SABRE CORP 19S TH 4,962.9 (872.8) 545.9 SABRE CORP 19S QT 4,962.9 (872.8) 545.9 SABRE CORP SABREUR EU 4,962.9 (872.8) 545.9 SABRE CORP SABREUR EZ 4,962.9 (872.8) 545.9 SABRE CORP 19S GZ 4,962.9 (872.8) 545.9 SBA COMM CORP 4SB GR 10,585.0 (5,244.6) (214.0) SBA COMM CORP SBAC US 10,585.0 (5,244.6) (214.0) SBA COMM CORP 4SB TH 10,585.0 (5,244.6) (214.0) SBA COMM CORP 4SB QT 10,585.0 (5,244.6) (214.0) SBA COMM CORP SBACEUR EU 10,585.0 (5,244.6) (214.0) SBA COMM CORP 4SB GZ 10,585.0 (5,244.6) (214.0) SBA COMM CORP SBAC* MM 10,585.0 (5,244.6) (214.0) SEAGATE TECHNOLO S1TX34 BZ 7,867.0 (470.0) 356.0 SEAGATE TECHNOLO STXN MM 7,867.0 (470.0) 356.0 SEAGATE TECHNOLO STX US 7,867.0 (470.0) 356.0 SEAGATE TECHNOLO 847 GR 7,867.0 (470.0) 356.0 SEAGATE TECHNOLO 847 GZ 7,867.0 (470.0) 356.0 SEAGATE TECHNOLO STX4EUR EU 7,867.0 (470.0) 356.0 SEAGATE TECHNOLO 847 TH 7,867.0 (470.0) 356.0 SEAGATE TECHNOLO STXH AV 7,867.0 (470.0) 356.0 SEAGATE TECHNOLO 847 QT 7,867.0 (470.0) 356.0 SEAGATE TECHNOLO STH TE 7,867.0 (470.0) 356.0 SEAWORLD ENTERTA SEAS US 2,325.8 (437.7) (175.5) SEAWORLD ENTERTA W2L GR 2,325.8 (437.7) (175.5) SEAWORLD ENTERTA W2L TH 2,325.8 (437.7) (175.5) SEAWORLD ENTERTA SEASEUR EU 2,325.8 (437.7) (175.5) SEAWORLD ENTERTA W2L QT 2,325.8 (437.7) (175.5) SEAWORLD ENTERTA W2L GZ 2,325.8 (437.7) (175.5) SILVER SPIKE-A SPKC/U CN 6.2 (6.5) (6.5) SIRIUS XM HO-BDR SRXM34 BZ 10,022.0 (3,351.0) (1,943.0) SIRIUS XM HOLDIN SIRI US 10,022.0 (3,351.0) (1,943.0) SIRIUS XM HOLDIN RDO TH 10,022.0 (3,351.0) (1,943.0) SIRIUS XM HOLDIN RDO GR 10,022.0 (3,351.0) (1,943.0) SIRIUS XM HOLDIN RDO QT 10,022.0 (3,351.0) (1,943.0) SIRIUS XM HOLDIN SIRIEUR EU 10,022.0 (3,351.0) (1,943.0) SIRIUS XM HOLDIN RDO GZ 10,022.0 (3,351.0) (1,943.0) SIRIUS XM HOLDIN SIRI AV 10,022.0 (3,351.0) (1,943.0) SIRIUS XM HOLDIN SIRIEUR EZ 10,022.0 (3,351.0) (1,943.0) SIX FLAGS ENTERT SIX US 2,665.8 (429.2) (193.5) SIX FLAGS ENTERT 6FE GR 2,665.8 (429.2) (193.5) SIX FLAGS ENTERT SIXEUR EU 2,665.8 (429.2) (193.5) SIX FLAGS ENTERT 6FE TH 2,665.8 (429.2) (193.5) SIX FLAGS ENTERT 6FE QT 2,665.8 (429.2) (193.5) SKYX PLATFORMS C SKYX US 47.8 12.5 15.0 SLEEP NUMBER COR SNBR US 953.9 (438.2) (732.1) SLEEP NUMBER COR SL2 GR 953.9 (438.2) (732.1) SLEEP NUMBER COR SNBREUR EU 953.9 (438.2) (732.1) SLEEP NUMBER COR SL2 TH 953.9 (438.2) (732.1) SLEEP NUMBER COR SL2 QT 953.9 (438.2) (732.1) SLEEP NUMBER COR SL2 GZ 953.9 (438.2) (732.1) SMILEDIRECTCLUB SDC* MM 597.1 (385.2) 180.6 SPIRIT AEROSYS-A S9Q GR 6,666.2 (243.8) 1,205.8 SPIRIT AEROSYS-A SPR US 6,666.2 (243.8) 1,205.8 SPIRIT AEROSYS-A S9Q TH 6,666.2 (243.8) 1,205.8 SPIRIT AEROSYS-A SPREUR EU 6,666.2 (243.8) 1,205.8 SPIRIT AEROSYS-A S9Q QT 6,666.2 (243.8) 1,205.8 SPIRIT AEROSYS-A S9Q GZ 6,666.2 (243.8) 1,205.8 SPIRIT AEROSYS-A SPR-RM RM 6,666.2 (243.8) 1,205.8 SPLUNK INC SPLK US 6,343.9 (110.5) 835.0 SPLUNK INC S0U GR 6,343.9 (110.5) 835.0 SPLUNK INC S0U TH 6,343.9 (110.5) 835.0 SPLUNK INC S0U QT 6,343.9 (110.5) 835.0 SPLUNK INC SPLK SW 6,343.9 (110.5) 835.0 SPLUNK INC SPLKEUR EU 6,343.9 (110.5) 835.0 SPLUNK INC SPLK* MM 6,343.9 (110.5) 835.0 SPLUNK INC SPLKEUR EZ 6,343.9 (110.5) 835.0 SPLUNK INC S0U GZ 6,343.9 (110.5) 835.0 SPLUNK INC SPLK-RM RM 6,343.9 (110.5) 835.0 SPLUNK INC - BDR S1PL34 BZ 6,343.9 (110.5) 835.0 SPRING VALLEY AC SVIIU US 0.7 (0.0) (0.7) SPRING VALLEY AC SVII US 0.7 (0.0) (0.7) SQUARESPACE IN-A SQSP US 730.5 (303.0) (110.3) SQUARESPACE IN-A 8DT GR 730.5 (303.0) (110.3) SQUARESPACE IN-A 8DT GZ 730.5 (303.0) (110.3) SQUARESPACE IN-A SQSPEUR EU 730.5 (303.0) (110.3) SQUARESPACE IN-A 8DT TH 730.5 (303.0) (110.3) SQUARESPACE IN-A 8DT QT 730.5 (303.0) (110.3) STARBUCKS CORP SBUX US 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SBUX* MM 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SRB TH 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SRB GR 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SBUX CI 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SBUX SW 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SRB QT 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SBUXUSD SW 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SRB GZ 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SBUX AV 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SBUX TE 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SBUXEUR EU 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP 1SBUX IM 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SBUXEUR EZ 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP 0QZH LI 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SBUX-RM RM 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SBUXCL CI 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SBUX_KZ KZ 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SRBD BQ 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SRBD EB 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SRBD IX 28,256.1 (8,665.9) (2,311.3) STARBUCKS CORP SRBD I2 28,256.1 (8,665.9) (2,311.3) STARBUCKS-BDR SBUB34 BZ 28,256.1 (8,665.9) (2,311.3) STARBUCKS-CEDEAR SBUX AR 28,256.1 (8,665.9) (2,311.3) STARBUCKS-CEDEAR SBUXD AR 28,256.1 (8,665.9) (2,311.3) SYNDAX PHARMACEU SNDX US 497.2 (225.6) 460.7 SYNDAX PHARMACEU 1T3 GR 497.2 (225.6) 460.7 SYNDAX PHARMACEU SNDXEUR EU 497.2 (225.6) 460.7 SYNDAX PHARMACEU 1T3 TH 497.2 (225.6) 460.7 SYNDAX PHARMACEU 1T3 QT 497.2 (225.6) 460.7 SYNDAX PHARMACEU 1T3 GZ 497.2 (225.6) 460.7 TABULA RASA HEAL TRHC US 384.1 (57.0) 68.2 TABULA RASA HEAL 43T TH 384.1 (57.0) 68.2 TEMPUR SEALY INT TPD GR 4,359.8 (12.3) 214.0 TEMPUR SEALY INT TPX US 4,359.8 (12.3) 214.0 TEMPUR SEALY INT TPXEUR EU 4,359.8 (12.3) 214.0 TEMPUR SEALY INT TPD TH 4,359.8 (12.3) 214.0 TEMPUR SEALY INT TPD GZ 4,359.8 (12.3) 214.0 TEMPUR SEALY INT T2PX34 BZ 4,359.8 (12.3) 214.0 TEMPUR SEALY INT TPX-RM RM 4,359.8 (12.3) 214.0 TEMPUR SEALY INT TPX1* MM 4,359.8 (12.3) 214.0 TORRID HOLDINGS CURV US 527.3 (230.2) (51.2) TRANSDIGM - BDR T1DG34 BZ 18,489.0 (3,328.0) 4,521.0 TRANSDIGM GROUP T7D GR 18,489.0 (3,328.0) 4,521.0 TRANSDIGM GROUP TDG US 18,489.0 (3,328.0) 4,521.0 TRANSDIGM GROUP T7D QT 18,489.0 (3,328.0) 4,521.0 TRANSDIGM GROUP TDGEUR EU 18,489.0 (3,328.0) 4,521.0 TRANSDIGM GROUP T7D TH 18,489.0 (3,328.0) 4,521.0 TRANSDIGM GROUP TDG* MM 18,489.0 (3,328.0) 4,521.0 TRANSDIGM GROUP TDGEUR EZ 18,489.0 (3,328.0) 4,521.0 TRANSDIGM GROUP TDG-RM RM 18,489.0 (3,328.0) 4,521.0 TRAVEL + LEISURE WD5A GR 6,757.0 (904.0) 903.0 TRAVEL + LEISURE TNL US 6,757.0 (904.0) 903.0 TRAVEL + LEISURE WD5A TH 6,757.0 (904.0) 903.0 TRAVEL + LEISURE WD5A QT 6,757.0 (904.0) 903.0 TRAVEL + LEISURE WYNEUR EU 6,757.0 (904.0) 903.0 TRAVEL + LEISURE 0M1K LI 6,757.0 (904.0) 903.0 TRAVEL + LEISURE WD5A GZ 6,757.0 (904.0) 903.0 TRAVEL + LEISURE TNL* MM 6,757.0 (904.0) 903.0 TRIUMPH GROUP TG7 GR 1,597.3 (688.1) 453.2 TRIUMPH GROUP TGI US 1,597.3 (688.1) 453.2 TRIUMPH GROUP TGIEUR EU 1,597.3 (688.1) 453.2 TRIUMPH GROUP TG7 TH 1,597.3 (688.1) 453.2 TYRA BIOSCIENCES TYRA US 266.2 (95.7) 262.0 UBIQUITI INC UI US 1,268.7 (248.0) 530.1 UBIQUITI INC UBNTEUR EU 1,268.7 (248.0) 530.1 UBIQUITI INC 3UB TH 1,268.7 (248.0) 530.1 UNITI GROUP INC UNIT US 4,851.2 (2,271.2) - UNITI GROUP INC 8XC GR 4,851.2 (2,271.2) - UNITI GROUP INC 8XC TH 4,851.2 (2,271.2) - UNITI GROUP INC 8XC GZ 4,851.2 (2,271.2) - UROGEN PHARMA LT URGN US 135.6 (89.4) 105.0 UROGEN PHARMA LT UR8 GR 135.6 (89.4) 105.0 UROGEN PHARMA LT URGNEUR EU 135.6 (89.4) 105.0 VECTOR GROUP LTD VGR GR 908.6 (807.9) 316.7 VECTOR GROUP LTD VGR US 908.6 (807.9) 316.7 VECTOR GROUP LTD VGR QT 908.6 (807.9) 316.7 VECTOR GROUP LTD VGREUR EU 908.6 (807.9) 316.7 VECTOR GROUP LTD VGREUR EZ 908.6 (807.9) 316.7 VECTOR GROUP LTD VGR TH 908.6 (807.9) 316.7 VECTOR GROUP LTD VGR GZ 908.6 (807.9) 316.7 VERISIGN INC VRS TH 1,733.4 (1,562.2) (78.2) VERISIGN INC VRS GR 1,733.4 (1,562.2) (78.2) VERISIGN INC VRSN US 1,733.4 (1,562.2) (78.2) VERISIGN INC VRS QT 1,733.4 (1,562.2) (78.2) VERISIGN INC VRSNEUR EU 1,733.4 (1,562.2) (78.2) VERISIGN INC VRS GZ 1,733.4 (1,562.2) (78.2) VERISIGN INC VRSN* MM 1,733.4 (1,562.2) (78.2) VERISIGN INC VRSNEUR EZ 1,733.4 (1,562.2) (78.2) VERISIGN INC VRSN-RM RM 1,733.4 (1,562.2) (78.2) VERISIGN INC-BDR VRSN34 BZ 1,733.4 (1,562.2) (78.2) VERISIGN-CEDEAR VRSN AR 1,733.4 (1,562.2) (78.2) WAVE LIFE SCIENC WVE US 146.4 (37.2) 27.0 WAVE LIFE SCIENC WVEEUR EU 146.4 (37.2) 27.0 WAVE LIFE SCIENC 1U5 GR 146.4 (37.2) 27.0 WAVE LIFE SCIENC 1U5 TH 146.4 (37.2) 27.0 WAVE LIFE SCIENC 1U5 GZ 146.4 (37.2) 27.0 WAYFAIR INC- A W US 3,580.0 (2,550.0) (139.0) WAYFAIR INC- A 1WF GR 3,580.0 (2,550.0) (139.0) WAYFAIR INC- A 1WF TH 3,580.0 (2,550.0) (139.0) WAYFAIR INC- A WEUR EU 3,580.0 (2,550.0) (139.0) WAYFAIR INC- A 1WF QT 3,580.0 (2,550.0) (139.0) WAYFAIR INC- A WEUR EZ 3,580.0 (2,550.0) (139.0) WAYFAIR INC- A 1WF GZ 3,580.0 (2,550.0) (139.0) WAYFAIR INC- A W* MM 3,580.0 (2,550.0) (139.0) WAYFAIR INC- BDR W2YF34 BZ 3,580.0 (2,550.0) (139.0) WEWORK INC-CL A WE* MM 17,863.0 (3,455.0) (1,541.0) WINGSTOP INC WING US 424.2 (390.9) 164.3 WINGSTOP INC EWG GR 424.2 (390.9) 164.3 WINGSTOP INC WING1EUR EU 424.2 (390.9) 164.3 WINGSTOP INC EWG GZ 424.2 (390.9) 164.3 WINMARK CORP WINA US 30.5 (61.6) 7.5 WINMARK CORP GBZ GR 30.5 (61.6) 7.5 WW INTERNATIONAL WW US 1,028.4 (683.8) 84.8 WW INTERNATIONAL WW6 GR 1,028.4 (683.8) 84.8 WW INTERNATIONAL WW6 TH 1,028.4 (683.8) 84.8 WW INTERNATIONAL WTWEUR EU 1,028.4 (683.8) 84.8 WW INTERNATIONAL WW6 QT 1,028.4 (683.8) 84.8 WW INTERNATIONAL WW6 GZ 1,028.4 (683.8) 84.8 WW INTERNATIONAL WTW AV 1,028.4 (683.8) 84.8 WW INTERNATIONAL WTWEUR EZ 1,028.4 (683.8) 84.8 WW INTERNATIONAL WW-RM RM 1,028.4 (683.8) 84.8 WYNN RESORTS LTD WYR GR 13,415.1 (1,640.4) 2,218.2 WYNN RESORTS LTD WYNN* MM 13,415.1 (1,640.4) 2,218.2 WYNN RESORTS LTD WYNN US 13,415.1 (1,640.4) 2,218.2 WYNN RESORTS LTD WYR TH 13,415.1 (1,640.4) 2,218.2 WYNN RESORTS LTD WYNN SW 13,415.1 (1,640.4) 2,218.2 WYNN RESORTS LTD WYR QT 13,415.1 (1,640.4) 2,218.2 WYNN RESORTS LTD WYNNEUR EU 13,415.1 (1,640.4) 2,218.2 WYNN RESORTS LTD WYR GZ 13,415.1 (1,640.4) 2,218.2 WYNN RESORTS LTD WYNNEUR EZ 13,415.1 (1,640.4) 2,218.2 WYNN RESORTS LTD WYNN-RM RM 13,415.1 (1,640.4) 2,218.2 WYNN RESORTS-BDR W1YN34 BZ 13,415.1 (1,640.4) 2,218.2 YOTTA ACQUISITIO YOTAU US 116.2 111.9 0.3 YOTTA ACQUISITIO YOTA US 116.2 111.9 0.3 YUM! BRANDS -BDR YUMR34 BZ 5,846.0 (8,876.0) (56.0) YUM! BRANDS INC YUM US 5,846.0 (8,876.0) (56.0) YUM! BRANDS INC TGR GR 5,846.0 (8,876.0) (56.0) YUM! BRANDS INC TGR TH 5,846.0 (8,876.0) (56.0) YUM! BRANDS INC YUMEUR EU 5,846.0 (8,876.0) (56.0) YUM! BRANDS INC TGR QT 5,846.0 (8,876.0) (56.0) YUM! BRANDS INC YUM SW 5,846.0 (8,876.0) (56.0) YUM! BRANDS INC YUMUSD SW 5,846.0 (8,876.0) (56.0) YUM! BRANDS INC TGR GZ 5,846.0 (8,876.0) (56.0) YUM! BRANDS INC YUM* MM 5,846.0 (8,876.0) (56.0) YUM! BRANDS INC YUM AV 5,846.0 (8,876.0) (56.0) YUM! BRANDS INC YUMEUR EZ 5,846.0 (8,876.0) (56.0) YUM! BRANDS INC YUM-RM RM 5,846.0 (8,876.0) (56.0) ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2023. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***