/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/231101.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, November 1, 2023, Vol. 27, No. 304 Headlines 5200 ENTERPRISES: Seeks to Hire Postillion Law Group as Attorney 5200 ENTERPRISES: Taps Stanley K. Schlein as Property Counsel AERKOMM INC: Posts $3.75 Million Net Loss in First Quarter AIR METHODS: $1.25BB Bank Debt Trades at 88% Discount AIR METHODS: Moody's Downgrades CFR & Senior Unsecured Notes to C ALECTO HEALTHCARE: Seeks to Hire Ordinary Course Professionals ALL AMERICA TRADING: Unsecureds Will Get 100% over 32 Months API HOLDINGS III: $245MM Bank Debt Trades at 39% Discount ARACENA AUTO: Seeks to Tap Gorski & Knowlton as Bankruptcy Counsel ARMOR HEALTH: Dec. 1, 2023 Deadline for Qualified Bids Set ASPIRA WOMEN'S: Files Amended Annual Report for 2022 ATLAS PURCHASER: $250MM Bank Debt Trades at 54% Discount AULT ALLIANCE: Records $52.5MM Preliminary Q3 Revenue AVENTIV TECHNOLOGIES: S&P Lowers ICR to 'CCC-' on Refinancing Risk AVINGER INC: Incurs $4.5 Million Net Loss in Third Quarter AYTU BIOPHARMA: FDA OKs Cotempla XR-ODT Manufacturing Site Transfer BARRETTS MINERALS: Future Claimants' Rep Taps NERA as Consultant BELMONT TRADING: Hires O. Allan Fridman as Bankruptcy Counsel BELMONT TRADING: Seeks to Hire Plante Moran as Accountant BIG VALLEY: Seeks Approval to Hire Scott Law Group as Counsel BON SHEN LING: Case Summary & 20 Largest Unsecured Creditors BYJU'S ALPHA: $1.20BB Bank Debt Trades at 69% Discount CALAMP CORP: Increases Interim CEO's Monthly Stipend to $55K CANO HEALTH: $644MM Bank Debt Trades at 39% Discount CENTRAL OKLAHOMA: PCO Taps Christensen Law Group as Legal Counsel CGEN HOLDINGS: Seeks to Hire Gabriel Del Virginia as Attorney CHERRY MAN: Trustee Taps JK Tax as Bookkeeper and Accountant CITY BREWING: $850MM Bank Debt Trades at 26% Discount COLONY DONKEY: Continued Operations to Fund Plan COMPLETION RESOURCES: Continued Operations to Fund Plan CURO GROUP: Oct. 2023 Investor Presentation Filed DEADWORDS BREWING: Gets OK to Hire Latham Luna as Legal Counsel DENN-OHIO LLC: Case Summary & 20 Largest Unsecured Creditors DIAMOND CREEK: Trustee Gets OK to Hire Bachecki Crom as Accountant DIGITAL MEDIA: Moody's Withdraws 'Caa3' Corporate Family Rating DIOCESE OF OGDENSBURG: Comm. Taps Burns Bair as Insurance Counsel E-B DISPLAY: Seeks to Extend Plan Exclusivity to December 8 ELECTRONICS FOR IMAGING: $875MM Bank Debt Trades at 37% Discount EMERALD ELECTRICAL: Seeks to Hire Apiro LLP as Tax Preparer ESCHER GROUP: Seeks to Hire Verity LLC as Financial Advisor ESCHER GROUP: Seeks to Tap Shapiro Sher Guinot & Sandler as Counsel EYECARE PARTNERS: $250MM Bank Debt Trades at 46% Discount EYECARE PARTNERS: $440MM Bank Debt Trades at 45% Discount EYECARE PARTNERS: $750MM Bank Debt Trades at 45% Discount FOUNDATION HOLDCO: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable FTX TRADING: Seeks to Extend Plan Exclusivity to January 5, 2024 GLOBAL MEDICAL: $1.94BB Bank Debt Trades at 35% Discount GLOBAL MEDICAL: $1.98BB Bank Debt Trades at 35% Discount GRAYSON O CO: Gets OK to Hire Iron Horse as Auctioneer GRIFFON MONKEY: Public Auction Slated for January 2024 GUZZINO COMMERCIAL: Voluntary Chapter 11 Case Summary HARRIS ENERGY: Hires Trace Forensic Experts as Forensic Analyst HART INC: Seeks to Hire Rimon PC as Special Corporate Counsel HARTMAN SPE: Comm. Taps Phoenix Management as Financial Advisor HAWAIIAN HOLDINGS: Reports 2023 Third Quarter Financial Results HEALTHEQUITY INC: S&P Upgrades ICR to 'BB', Outlook Stable HELIX ENERGY: Reports Third Quarter 2023 Results IDOCKET.COM LLC: Seeks to Hire Mullin Hoard & Brown as Attorney JENKAM BUILDERS: Selling Property to Metro Financial for $605,000 KIM HOWARD: Seeks to Hire Larry A. Vick as Bankruptcy Counsel LAWRENCE COUNTY: Seeks to Hire Lefkovitz & Lefkovitz as Counsel LVL TECHNOLOGIES: Seeks to Hire Erik Johanson as Legal Counsel M & J HOME: Seeks to Hire Murray Law as Bankruptcy Counsel MAGENTA BUYER: $3.18BB Bank Debt Trades at 28% Discount MAGENTA BUYER: $750MM Bank Debt Trades at 61% Discount MOLEKULE INC: U.S. Trustee Unable to Appoint Committee MOZ CORP: Seeks to Hire The Falcone Law Firm as Bankruptcy Counsel MP PPH: U.S. Trustee Appoints Creditors' Committee MS BEE'S POPCORN: Unsecureds to Split $18K in Consensual Plan NCCD-ORANGE COAST: S&P Affirms 'BB+' Rating on 2018 Revenue Bonds OCEAN POWER: Delaware Chancery Court Rules in Favor of Paragon OCEAN POWER: Paragon Issues Letter to Independent Directors ORBITAL INFRASTRUCTURE: Davis Polk Advises Lenders in Chapter 11 ORCHID MERGER: $400MM Bank Debt Trades at 29% Discount PECF USS INTERMEDIATE: $2BB Bank Debt Trades at 24% Discount PHUNWARE INC: Appoints Mike Snavely as New CEO POLAR US BORROWER: $1.48BB Bank Debt Trades at 24% Discount POWER STOP: Moody's Affirms 'Caa1' CFR & Alters Outlook to Positive PRIME PAINTERS: Unsecured Creditors to Split $10K in Plan QURATE RETAIL: Albert Rosenthaler to Retire Next Year RAISING CANE: S&P Assigns 'BB-' ICR, Outlook Stable RELIABLE CASTINGS: Unsecured Claims Under $7,500 to be Paid in Full RISING STAR: Seeks to Hire Spencer Fane as Bankruptcy Counsel S&W BLUE JAY: Seeks to Hire Grobstein Teeple as Accountant SA NW UPSCALE: Seeks to Hire Martin Seidler as Legal Counsel SINCLAIR TELEVISION: Moody's Cuts CFR to B1, Outlook Negative SOUTHERN GENERAL: A.M. Best Cuts Fin. Strength Rating to B- SPIRIT AIRLINES: Adjusts 2025 and 2026 Note Conversion Rates SPIRIT AIRLINES: Fitch Lowers IDR to 'B', Outlook Negative SUNLIGHT FINANCIAL: Case Summary & 27 Largest Unsecured Creditors SWEETWATER GOLF: Involuntary Chapter 11 Case Summary THERATECHNOLOGIES INC: Proposes Public Offering of Common Shares TOWER BONDING: A.M. Best Affirms 'B-' Finc'l. Strength Rating TRAVEL & LEISURE: Fitch Affirms BB- IDR & Alters Outlook to Stable UNITY COURIER: Fails to Pay Proper Wages, Chand Alleges UPTOWN 240: Selling Assets to 240 Lake Dillon for $12.75MM VBI VACCINES: Expands Proprietary Technology Platforms VIRGINIA REAL: Seeks to Hire Cox Law Group as Bankruptcy Counsel WESTERN DENTAL: $490MM Bank Debt Trades at 22% Discount WINDSOR TERRACE: Seeks to Hire Hanson Bridgett as Special Counsel WW INTERNATIONAL: $945MM Bank Debt Trades at 26% Discount XPLORNET COMMS: $200MM Bank Debt Trades at 61% Discount YAK TIMBER: Seeks to Hire Beaty & Draeger as Bankruptcy Counsel ********* 5200 ENTERPRISES: Seeks to Hire Postillion Law Group as Attorney ---------------------------------------------------------------- 5200 Enterprises Limited seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Bryce C Krampert, Esq. and Postillion Law Group LLC as its attorneys. The firm will render these services: a. give advice to the Debtor with respect to its powers and duties as debtor in possession and the continued management of its business; b. advise the Debtor with respect to its responsibilities in complying with the US Trustee's Operating Guidelines and Reporting Requirements and with the Local Rules of this Court; c. prepare motions, pleadings, orders, applications, disclosure statements, plans of reorganization, commence adversary proceedings, and prepare other such legal documents necessary in the administration of this case; d. protect the interest of the Debtor in all matters pending before the Court; and e. represent the Debtor in negotiations with their creditors and in preparation of the disclosure statement and plan of reorganization. The agreed minimum fee for representation is $7,500. Mr. Krampert's hourly rate is $300. Mr. Krampert, a member of Postillion Law, assured the court that the court that the firm is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The firm can be reached through: Bryce C. Krampert, Esq. POSTILLION LAW GROUP, LLC 12724 Gran Bay Parkway West, Suite 410 Jacksonville, FL 32224 Telephone: (904) 615-6621 Facsimile: (888) 399-6710 Email: Bryce@PostillionLaw.com About 5200 Enterprises Limited 5200 Enterprises Limited is the owner of real property located at 5200-5202 1st Avenue, Brooklyn, New York valued at $6.43 million. Based in Jacksonville, Fla., 5200 Enterprises Limited filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 23-02377) on Oct 4, 2023. In the petition signed by John A. Luhrs, president, the Debtor disclosed $6.43 million in assets and $3.25 million in liabilities. The Hon. Jacob A Brown presides over the case. Bryce C. Krampert, Esq., at Postillion Law Group LLC, is the Debtor's bankruptcy counsel. 5200 ENTERPRISES: Taps Stanley K. Schlein as Property Counsel ------------------------------------------------------------- 5200 Enterprises Limited seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Stanley K. Schlein, Esq., an attorney practicing in Bronx, New York, as its special property counsel. Mr. Schlein will render these services: a. give advice to the Debtor with respect to the creditors as related to the Debtor's real property; b. protect the interest of the Debtor in all matters pending before the Court; and c. represent the Debtor in negotiations with their creditors specifically as related to the Debtor's real property. Mr. Schlein will charge a flat rate of $10,000 for his services. Mr. Schlein disclosed in the court filings that the does not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Stanley K. Schlein, Esq. 481 King Avenue Bronx, NY 10464 Tel: (917) 359-3186 About 5200 Enterprises Limited 5200 Enterprises Limited is the owner of real property located at 5200-5202 1st Avenue, Brooklyn, New York valued at $6.43 million. Based in Jacksonville, Fla., 5200 Enterprises Limited filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 23-02377) on Oct 4, 2023. In the petition signed by John A. Luhrs, president, the Debtor disclosed $6.43 million in assets and $3.25 million in liabilities. The Hon. Jacob A Brown presides over the case. Bryce C. Krampert, Esq., at Postillion Law Group LLC, is the Debtor's bankruptcy counsel. AERKOMM INC: Posts $3.75 Million Net Loss in First Quarter ---------------------------------------------------------- Aerkomm Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.75 million on $454,281 of total revenue for the three months ended March 31, 2023, compared to a net loss of $2.48 million on $2,953 of total revenue for the three months ended March 31, 2022. As of March 31, 2023, the Company had $67.77 million in total assets, $46.27 million in total liabilities, and $21.50 million in total stockholders' equity. "We have not generated significant revenues, excluding non-recurring revenues in 2021 and 2019, and will incur additional expenses as a result of being a public reporting company. Currently, we have taken measures that management believes will improve our financial position by financing activities, including having successfully completed our Bond Offering, 2020 Offering, short-term borrowings and other private loan commitments, including the Loans from our investors, discussed above. With our current available cash, the $20 million in loan commitments from the Lenders and our expectations for our ability to raise funds in the near term, we believe our working capital will be adequate to sustain our operations for the next twelve months," Aerkomm said. "However, even if we successfully raise sufficient capital to satisfy our needs over the next twelve months, following that period we will require additional cash resources for the implementation of our strategy to expand our business or for other investments or acquisitions we may decide to pursue. If our internal financial resources are insufficient to satisfy our capital requirements, we will need seek to sell additional equity or debt securities or obtain additional credit facilities, although there can be no assurances that we will be successful in these efforts. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects," the Company said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1590496/000101376223006432/f10q0323_aerkomm.htm About Aerkomm Headquartered in Nevada, USA, Aerkomm Inc. -- http://www.aerkomm.com-- is a full-service development stage provider of in-flight entertainment and connectivity (IFEC) solutions, intended to provide airline passengers with a broadband in-flight experience that encompasses a wide range of service options. Those options include Wi-Fi, cellular, movies, gaming, live TV, and music. The Company plans to offer these core services, which it is currently still developing, through both built-in in-flight entertainment systems, such as a seat-back display, as well as on passengers' own personal devices. Aerkomm reported a net loss of $11.88 million in 2022, a net loss of $9.38 million in 2021, a net loss of $9.11 million in 2020, a net loss of $7.98 million in 2019, and a net loss of $8.15 million in 2018. AIR METHODS: $1.25BB Bank Debt Trades at 88% Discount ----------------------------------------------------- Participations in a syndicated loan under which Air Methods Corp is a borrower were trading in the secondary market around 12.5 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.25 billion facility is a Term loan that is scheduled to mature on April 21, 2024. About $1.18 billion of the loan is withdrawn and outstanding. Air Methods Corporation provides ambulance services. The Company offers emergency medical services by air transport. AIR METHODS: Moody's Downgrades CFR & Senior Unsecured Notes to C ----------------------------------------------------------------- Moody's Investors Service downgraded Air Methods Corporation's Corporate Family Rating to C from Caa3, Probability of Default Rating to D-PD from Caa3-PD, the senior secured first lien term loan B, senior secured first lien revolving credit facility ratings to Ca from Caa2, and the senior unsecured notes rating to C from Ca. The outlook is maintained stable. The downgrade of the Probability of Default Rating to D-PD follows Air Methods Corporation announcement on October 24, 2023, that it has entered into a Restructuring Support Agreement (RSA) with a majority of its first lien lenders and bondholders. The financial restructuring transaction contemplated by the RSA will reduce the company's outstanding secured indebtedness by approximately $1.7 billion representing over 80% of currently outstanding debt. Following completion of the transaction, the secured lenders will own the equity of the company and the company's existing stock will be cancelled. To implement the financial restructuring contemplated by the RSA, the company expects to file voluntary petitions for reorganization pursuant to Chapter 11 of the United States Bankruptcy Code, after receiving sufficient votes to support its prepackaged plan of reorganization. The downgrade of the CFR and instrument ratings reflects Moody's expectation that with Air Methods' ongoing challenges in stabilizing performance, and without the near-term success of the company's pipeline opportunities, recovery will be low. Governance risk is a consideration in the rating action. The company operates with aggressive financial policies reflected in very high debt levels, resulting in a capital structure that is untenable. The company entered into a restructuring support agreement ("RSA") with Air Methods' senior unsecured notes and senior secured first lien credit facilities debt holders to reduce outstanding indebtedness. The stable outlook reflects Moody's view that the current ratings adequately reflect Air Methods' recovery prospects. RATINGS RATIONALE Air Methods' ratings are constrained by negative earnings and untenable capital structure, along with weak liquidity reflected in sustained negative free cash flows. Air Methods' announced Restructuring Support Agreement, along with the company expectation to file voluntary petitions for reorganization pursuant to Chapter 11 resulted in the downgrade of its Probability of Default Rating to D-PD. Following restructuring of its balance sheet, the company will need to reverse earnings decline and improve its liquidity. Subsequent to the rating action, Moody's will withdraw all the ratings of Air Methods Corporation. Air Methods Corporation is one of the largest providers of air medical emergency services in the United States. In addition to the core air medical emergency services business, the company also provides aerial tours in select U.S. tourist destinations. The company also has a small presence in the design, manufacture, and installation of medical aircraft interiors for domestic and international customers. Net revenues are approximately $1.3 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. ALECTO HEALTHCARE: Seeks to Hire Ordinary Course Professionals -------------------------------------------------------------- Alecto Healthcare Services, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire professionals utilized in the ordinary course of business. The OCP include: Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 -- Legal services related to defined benefit pension plan About Alecto Healthcare Services Alecto Healthcare Services, LLC, is a provider of healthcare infrastructure services based in Glendale Calif. Alecto Healthcare Services filed Chapter 11 petition (Bankr. D. Del. Case No. 23-10787) on June 16, 2023, with $1 million to $10 million in assets and $50 million to $100 million in liabilities. Jami Nimeroff, Esq., at Brown McGarry Nimeroff, LLC has been appointed as Subchapter V trustee. Judge Kate Stickles oversees the case. Jeffrey R. Waxman, Esq., and Brya M. Keilson, Esq., at Morris James, LLP are the Debtor's bankruptcy attorneys. ALL AMERICA TRADING: Unsecureds Will Get 100% over 32 Months ------------------------------------------------------------ All America Trading, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Subchapter V Plan of Reorganization dated October 23, 2023. AAT exports bananas globally. It operates virtually out of Orange County, Florida, where the principal of the Debtor, Mudar "Joe" Mahmoud, resides. Prior to the Petition Date, the Debtor's business was adversely impacted by: (i) the COVID-19 epidemic; and (ii) a change in the rules limiting non-native imports into the country of Jordan at a time when a large portion of the Debtor's customer base was in Jordan. The instant Subchapter V case plan will enable the Debtor to repay and restructure all its debt within 32 months of the Effective Date of the Plan as the Debtor continues to diversify its customer base and increase revenue. This Plan provides for 1 class of priority unsecured creditors; 1 class of nonpriority unsecured creditors, and 1 class of equity security holders. Creditors will be paid from the net proceeds of the operations of the Debtor's business, its projected cumulative disposable income. Allowed non-priority unsecured claims are projected to be paid in full (100%) under this Plan. This Plan also provides for the payment of administrative and priority claims. Class 1 consists of Priority claims. Class 1 is unimpaired by this Plan and each holder of a Class 1 Priority Claim will be paid in full, in cash, upon the later of the effective date of this Plan, or the date on which such claim is allowed by a final non-appealable order. Class 2 consists of all non-priority unsecured claims. Only one non-priority unsecured creditor listed in the Debtor's schedules filed a timely proof of claim: The Fundworks, LLC. Although the Debtor listed other potential non-priority unsecured creditors in its schedules, such claims were marked as "disputed." Since no timely proofs of claims were filed by the creditors holding the "disputed" claims, no plan payments will be made to those creditors. All but one of those "disputed" claims (PNC Bank) belong to merchant cash lenders ("MCA Lenders"). To the extent any MCA Lender may have filed a UCC-1 statement alleging a security interest in the Debtor's property, such claims are invalid under recent case law finding such agreements to be usurious. In light of this invalidity and the MCA Lenders' failure to file timely proofs of claims even though their claims were marked as "disputed" in the Debtor's schedules, the following MCA Lenders are not entitled to receive any payments under the plan: Advance Servicing, Inc., AJ Equity Group, Capybara Captial, LLC, Preferred Funding, LLC, RDM Capital Funding, Celtic Bank (Bluevine), Cloudfund, LLC, Fox Capital Group, LLC, Kabbage Funding, and Merk Funding, Inc. With respect to those Class 2 creditors holding allowed nonpriority unsecured claims (The Fundworks, LLC), such allowed claims will be paid in full. The Debtor's disposable income for the plan period exceeds the total amount of allowed claims in Class 2. All allowed Class 2 claims will be paid in full. Allowed Class 2 claims total $99,450.00. The payments will be made in 32 equal monthly installment payments of $3107.82 commencing on the first of the month immediately following the Effective Date. Class 3 consists of all membership interests and warrants currently issued or authorized in the Debtor. This Class is Unimpaired. Holders of a Class 3 interests shall retain their full equity interest in the same amounts, percentages, manner and structure as existed on the Petition Date. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation, cash on hand as of Confirmation shall be available for Administrative Expenses. A full-text copy of the Subchapter V Plan dated October 23, 2023 is available at https://urlcurt.com/u?l=RSRSFo from PacerMonitor.com at no charge. Counsel for Debtor: Melissa A. Youngman, Esq. Melissa Youngman, PA PO Box 1903 Winter Park, FL 32790 Telephone: 407.374.1372 Email: my@melissayoungman.com About All America Trading All America Trading LLC is a Florida limited liability company whose primary place of business is in Orlando, Orange County, Florida. AAT exports bananas globally. It works virtually out of the apartment of the principal of AAT, Joe Mudar, who is the 100% owner of AAT. All America Trading LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02876) on August 11, 2022. In the petition filed by Mudar Y. Mahmoud, as owner, the Debtor reported assets between $500,000 and $1 million and liabilities between $500,000 and $1 million. Judge Grace E. Robson oversees the case. Aaron R. Cohen has been appointed as Subchapter V trustee. Adina L Pollan, Esq., at McGlinchey Stafford, is the Debtor's counsel. API HOLDINGS III: $245MM Bank Debt Trades at 39% Discount --------------------------------------------------------- Participations in a syndicated loan under which API Holdings III Corp is a borrower were trading in the secondary market around 61 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $245 million facility is a Term loan that is scheduled to mature on May 9, 2026. The amount is fully drawn and outstanding. API Holdings III Corp., headquartered in Marlborough, Mass., is a holding company whose main operating subsidiary is API Technologies Corp. The company is a tier three or tier four supplier of radio frequency (RF) and performance components and subsystems for the US aerospace and defense industry. API is majority owned by affiliates of AEA Investors. ARACENA AUTO: Seeks to Tap Gorski & Knowlton as Bankruptcy Counsel ------------------------------------------------------------------ Aracena Auto Center, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Gorski & Knowlton PC to handle its Chapter 11 case. The hourly rates charged by the firm's attorneys and paralegals are as follows: Carol Knowlton $425 per hour Allen Gorski $425 per hour Cheryl Gorski $400 per hour Paralegal $200 per hour Carol Knowlton, Esq., an attorney at Gorski & Knowlton, 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: Carol L. Knowlton, Esq. Gorski & Knowlton PC 311 Whitehorse Avenue, Suite A Hamilton, NJ 08610 Telephone: (609) 964-4000 Facsimile: (609) 528-0721 Email: cknowlton@gorskiknowlton.com About Aracena Auto Center Aracena Auto Center, LLC filed a voluntary petition for Chapter 11 protection (Bankr. D.N.J. Case No. 23-19303) on Oct. 19, 2023. In the petition signed by Edwin Aracena, authorized representative, the Debtor disclosed under $1 million in both assets and liabilities. Carol L. Knowlton, Esq., at Gorski & Knowlton PC serves as the Debtor's counsel. ARMOR HEALTH: Dec. 1, 2023 Deadline for Qualified Bids Set ---------------------------------------------------------- Daniel J. Stermer, managing director of DSI, in his role as assignee for the benefit of creditors of Armor Health Management, LLC, on Oct. 27 announced the sale of substantially all of the Assignor's assets. Interested parties must submit qualified bids by no later than 5:00 p.m. (prevailing Eastern time) on December 1, 2023. Armor, a Florida LLC with operations based in Miami, entered into an Assignment for the Benefit of Creditors in favor of Mr. Stermer on October 11, 2023. The Assignee will now conduct a sale of substantially all of Armor's assets, including, but not limited to, the Assignor's right, title, and interest in, and to, current revenue-producing contracts, vendor accounts, equipment, and general intangibles (collectively, the "Assets"), through a sale process which solicits bids for a sale auction. The Assignor is engaged in the business of providing correctional health management and related services to patients in correctional or related facilities. Specifically, the Assignor's primary asset is a Health Services Agreement for the Nueces County Correctional Facilities in the State of Texas. Armor also provides non-medical administrative and back-office services to other special purpose entities that are affiliates of the Assignor which provide similar healthcare-related services at other correctional facilities around the country. The Assignee has received and entered into a Stalking Horse Asset Purchase Agreement ("Stalking Horse Bid") with a prospective buyer for substantially all of the Assignor's assets relating to Armor's operating business, including the Nueces Contract, subject to a sale process that includes the solicitation of higher and/or better bids. The Assets will be sold free and clear of all liens, claims, encumbrances, and interests, pursuant to the terms of the Stalking Horse Bid. The prospective buyer has also agreed to assume select liabilities of the Assignor. The Assets are to be sold "as is where is" and will not be sold separately. The Assignee shall only consider qualified bids to purchase all or substantially all of the Assets and select assumed liabilities on terms which, in the business judgment of Seller, are no less favorable than the Stalking Horse Bid and are for a cash purchase price which is at or above the required minimum overbid of $625,000. All interested parties wishing to make competitive offers for the Assets will need to submit a qualified bid to the Assignee by no later than 5:00 pm (prevailing Eastern time) on December 1, 2023, and contain the following: (i) information confirming that the qualified bidder ("Bidder") has the financial capacity to consummate a transaction if selected as the successful bidder ("Successful Bidder"), (ii) ability to expeditiously consummate the transaction if selected as the Successful Bidder, (iii) a signed Mutual Confidentiality and Non-Disclosure Agreement, and; (iv) a signed asset purchase agreement in the form substantially the same as the stalking horse. The Stalking Horse Asset Purchase Agreement is available for review by contacting the Assignee or his legal counsel. Interested parties may receive further information upon qualification and signing a confidentiality agreement. For more information regarding the Assignment for the Benefit of Creditors of Armor Health Management, LLC and the assets being sold, or to request a copy of the form Asset Purchase Agreement, please contact the Assignee Daniel J. Stermer at dstermer@dsiconsulting.com, or by calling (305) 374-2717. Paul J. Battista, Esq. and Alison Day, Esq. of Venable LLP are serving as counsel for the Assignee and can be reached at PJBattista@Venable.com and ARDay@venable.com or by phone at (305) 372-2457 and (305) 372-2453. About DSI DSI -- https://dsiconsulting.com/ -- has been a leading provider of management consulting and financial advisory services, including turnaround consulting, fiduciary roles, financial restructuring, litigation support, wind-down oversight, and forensic accounting services for more than 40 years. As one of the first turnaround firms in the U.S., DSI has expanded from its headquarters in Chicago to include a significant national footprint with offices in New York, Los Angeles, San Francisco, South Florida, Wilmington, Madison, and Columbus, Ohio. Internationally, DSI has an office in London. ASPIRA WOMEN'S: Files Amended Annual Report for 2022 ---------------------------------------------------- Aspira Women's Health Inc. filed with the Securities and Exchange Commission an Amendment No. 1 to its Annual Report on Form 10-K to restate the Company's previously issued consolidated financial statements and financial information as of and for the fiscal year ended Dec. 31, 2022, as well as to provide restated interim financial information as of Sept. 30, 2022 and for the three and nine months then ended, contained in the Original Filing and in the Company's Form 10-Q for the quarterly period ended Sept. 30, 2022. Subsequent to the filing of the Form 10-K, the Company discovered an error stemming from a non-cash and non-operating item related to the accounting for warrants issued pursuant to a certain underwriting agreement with William Blair & Company LLC in August 2022. The Company has determined that it is appropriate to correct the misstatements in the Company's previously issued financial statements and related disclosures by amending the Original Filing. All material restatement information that relates to the misstatements is included in this Form 10-K/A, and the Company does not intend to separately amend other filings that the Company has previously filed with the SEC. As such, the Company's previously filed quarterly report on Form 10-Q for the period ended Sept. 30, 2022 has not been amended. As restated, the Company had a net loss of $29.88 million on $8.18 million of total revenue for the year ended Dec. 31, 2022, compared to a net loss of $27.17 million on $8.18 million of total revenue for the year ended Dec. 31, 2022, as previously reported. The Company's restated balance sheet as of Dec. 31, 2022, showed $17.37 million in total assets, $10.39 million in total liabilities, and $6.98 million in total stockholders' equity. The Company originally reported $17.37 million in total assets, $10.64 million in total liabilities, and $6.73 million in total stockholders' equity as of Dec. 31, 2022. Woodbridge, New Jersey-based BDO USA, P.C., the Company's auditor since 2012, issued a "going concern" qualification in its report dated Oct. 25, 2023, citing that the Company has suffered recurring losses from operations and expects to continue to incur substantial losses in the future, which raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K/A is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/926617/000092661723000089/awh-20221231x10ka.htm About Aspira Women's Health Formerly known as Vermillion, Inc., Aspira Women's Health Inc. -- http://www.aspirawh.com-- is transforming women's gynecological health with the discovery, development, and commercialization of innovative testing options for women of all races and ethnicities, starting with ovarian cancer. Its ovarian cancer risk assessment portfolio is marketed to healthcare providers as OvaSuite. OvaWatch is a non-invasive, blood-based test intended for use in the initial clinical assessment of ovarian cancer risk in women with benign or indeterminate adnexal masses for which surgical intervention may be either premature or unnecessary. ATLAS PURCHASER: $250MM Bank Debt Trades at 54% Discount -------------------------------------------------------- Participations in a syndicated loan under which Atlas Purchaser Inc is a borrower were trading in the secondary market around 46.2 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $250 million facility is a Term loan that is scheduled to mature on May 18, 2029. The amount is fully drawn and outstanding. Atlas Purchaser, Inc., which does business as Alvaria, Inc., acquired the assets of Aspect Software in a leveraged buyout in 2021. Aspect is a provider of call center software and solutions. AULT ALLIANCE: Records $52.5MM Preliminary Q3 Revenue ----------------------------------------------------- Ault Alliance has announced preliminary third quarter revenue of over $52.5 million and expects $190 million to $200 million in revenue for full year 2023. The Company is working diligently to focus on its cash flow-generating subsidiaries. "We're proud of the performance in our Circle 8 crane operations and our Sentinum data centers. Cash flow is improving, and we have an eye towards future profitability," said Milton "Todd" Ault III, Executive Chairman of Ault Alliance. "Our focus is on delivering a foundation of stable revenue with year-over-year growth," concluded Mr. Ault. Mr. Ault notes that the performance of the Company's common stock remains unacceptable. "We are working diligently to articulate the Company's growth prospects to the market. We are making dramatic improvements across our business lines and are focused on building a more stable enterprise. While we maintain our belief in the holding company model, we are incredibly disappointed in the stock's performance," added Mr. Ault. The Company also provided updates on: * Sentinum Bitcoin Mining * Steady Advancements in Ault Venture Group and Defense Sector * Challenges at Ault Lending * Stabilization in Ault Global Real Estate Equities, Inc. Hotel Revenue * Promising Outlook for BitNile Metaverse Business A full-text copy of the Company's press statement is available at https://tinyurl.com/mwp4zjdr About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly- and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which the Company mines Bitcoin, and provides mission-critical products that support a diverse range of industries, including crane services, oil exploration, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $526.91 million in total assets, $336.56 million in total liabilities, and $190.34 million in total stockholders' equity. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has a working capital deficiency, has incurred net losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AVENTIV TECHNOLOGIES: S&P Lowers ICR to 'CCC-' on Refinancing Risk ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Aventiv Technologies LLC to 'CCC-' from 'CCC+' and assigned a negative outlook. S&P said, "At the same time, we lowered our issue-level rating on the company's first-lien debt (due November 2024) to 'CCC-' from 'CCC+'. We also lowered our issue-level rating on the company's second-lien debt (due November 2025) to 'C' from 'CCC-'. "The negative outlook reflects our expectation that Aventiv is vulnerable to a payment default or distressed exchange in the coming months. "The downgrade reflects our view that Aventiv could face a near-term liquidity shortfall or consider a distressed exchange in the coming months. Aventiv faces significant near-term refinancing risk, with its fully drawn $225 million revolving credit facility due in August 2024 and its $1.1 billion first-lien term loan due in November 2024. The company launched a proposed refinancing in May 2023 that included $400 million in new equity that would have improved its liquidity position, debt maturity profile, and credit metrics. However, the transaction failed to close due to tight credit market conditions. Therefore, we believe the likelihood of a transaction to address upcoming maturities that we would view as tantamount to a default has increased." Aventiv's liquidity position has deteriorated. As of June 30, 2023, the company had $6.7 million of cash on its balance sheet and was fully drawn on its $225 million revolving credit facility. Through the first six months of 2023, the sponsor provided $25 million of capital out of a $60 million commitment to support liquidity. We believe the sponsor will need to contribute additional capital to service debt requirements over the next year. S&P said, "We believe incentives exist for the sponsor to provide necessary liquidity given the potential growth opportunities longer term. These stem from Aventiv's heavy capital investments in recent years to increase its installed base of higher average revenue per user (ARPU) tablets. However, absent external capital, we believe the company will face a liquidity shortfall in the coming months given its low cash balance and significant upcoming maturities of approximately $1.3 billion." Regulatory risk has increased. Congress passed the Martha Wright-Reed Just and Reasonable Communications Act in December 2022. The bill expands the Federal Communications Commission's (FCC) authority to regulate intrastate phone and video communications, which account for the majority of calls, and directs the FCC to impose new rates by the end of 2024. While Aventiv's intra and interstate call rates are typically below existing rate caps imposed on interstate calls historically under the FCC's purview, we believe new intrastate rate caps could pressure the company's profitability. This uncertainty could affect its ability to successfully refinance. S&P said, "Still, we recognize that the act also requires that operators be fairly compensated, factoring in industry-average costs to provide safety and security measures for communications services. We also consider that Aventiv's growing tablet media business will not be regulated and could offset any declines in call revenue. "The gradual shift to a "free-call" model poses a modest risk. Several local governments have begun to implement a model whereby facilities, rather than inmates, pay the phone operators for their services. We believe profits could shrink if Aventiv is forced to negotiate with entities that have more negotiating leverage." Furthermore, facilities often receive commission payments from operators providing phone calls. In the past, facilities and the phone operators were both incentivized to keep call rates high, maximizing profit for the phone operators and commission payments for the facilities. Under the free-call model, this partnership dissolves. However, S&P recognizes that this model is still nascent. Widespread adoption may face political resistance as the burden to fund inmate calls would shift to taxpayers from inmates' families. Therefore, this move may not be popular, especially in more conservative-leaning locations. Tablets provide long-term growth opportunities. Aventiv has spent heavily on tablet technology, which has pressured its cash flow in recent years. These investments have increased its installed base of tablets to over 600,000 from about 400,000 in 2021. This larger base of higher-ARPU customers presents an opportunity to grow earnings meaningfully longer term. However, consumption of tablet services is sensitive to economic conditions, and it's unclear when this segment will rebound given a challenging macroeconomic backdrop. The negative outlook reflects S&P's expectation that Aventiv is vulnerable to a near-term payment default or distressed exchange. S&P could lower its ratings on Aventiv if the company announces a bankruptcy filing, distressed debt exchange, or any type of restructuring transaction that S&P would view as a default. S&P could raise its ratings on Aventiv if the company successfully refinances its upcoming debt maturities via a transaction that S&P does not view as distressed and improves its liquidity position such that near-term liquidity risk is alleviated. AVINGER INC: Incurs $4.5 Million Net Loss in Third Quarter ---------------------------------------------------------- Avinger, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss and comprehensive loss of $4.47 million on $1.82 million of revenues for the three months ended Sept. 30, 2023, compared to a net loss and comprehensive loss of $4.09 million on $2.25 million of revenues for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss and comprehensive loss of $13.30 million on $5.75 million of revenues compared to a net loss and comprehensive loss of $13.44 million on $6.27 million of revenues for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $17.84 million in total assets, $19.20 million in total liabilities, and a total stockholders' deficit of $1.35 million. Liquidity Matters In the course of its activities, the Company has incurred losses and negative cash flows from operations since its inception. As of Sept. 30, 2023, the Company had an accumulated deficit of $415.7 million. The Company expects to incur losses for the foreseeable future. The Company believes that its cash and cash equivalents of $8.7 million at Sept. 30, 2023 and expected revenues and funds from operations will be sufficient to allow the Company to fund its current operations through the end of the first quarter of 2024. The Company received net proceeds of approximately $4.4 million from the sale of its common stock in August 2022, $6.5 million from the sale of its common stock under an At The Market Offering Agreement from the time of activation through the quarter ended September 30, 2023 and $6.7 million from the sale of Series D preferred stock in January 2022. The Company may seek to raise additional funds in future equity offerings to meet its operational needs and capital requirements for product development, clinical trials and commercialization or other strategic objectives. According to Avinger, the Company can provide no assurance that it will be successful in raising funds pursuant to additional equity or debt financings or that such funds will be raised at prices that do not create substantial dilution for its existing stockholders. Given the volatility in the Company's stock price, any financing that the Company may undertake in the next twelve months could cause substantial dilution to its existing stockholders, and there can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its various endeavors. These conditions raise substantial doubt about the Company's ability to continue as a going concern. In addition, the macroeconomic environment has in the past resulted in and could continue to result in reduced consumer and investor confidence, instability in the credit and financial markets, volatile corporate profits, and reduced business and consumer spending, which could increase the cost of capital and/or limit the availability of capital to the Company. "If the Company is unable to raise additional capital in sufficient amounts or on terms acceptable to it, the Company may have to significantly reduce its operations or delay, scale back or discontinue the development and sale of one or more of its products. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company's ultimate success will largely depend on its continued development of innovative medical technologies, its ability to successfully commercialize its products and its ability to raise significant additional funding," Avinger said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001506928/000143774923029118/avgr20230930_10q.htm About Avinger Headquartered in Redwood City, California, Avinger, Inc. -- http://www.avinger.com-- is a commercial-stage medical device company that designs and develops image-guided, catheter-based system for the diagnosis and treatment of patients with Peripheral Artery Disease (PAD). Avinger reported a net loss applicable to common stockholders of $27.24 million for the year ended Dec. 31, 2022, a net loss applicable to common stockholders of $21.59 million for the year ended Dec. 31, 2021, a net loss applicable to common stockholders of $22.87 million for the year ended Dec. 31, 2020, a net loss applicable to common stockholders of $23.03 million for the year ended Dec. 31, 2019, and a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018. As of June 30, 2023, the Company had $16.94 million in total assets, $23.53 million in total liabilities, and a total stockholders' deficit of $6.59 million. San Francisco, California-based Moss Adams LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 15, 2023, citing that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. AYTU BIOPHARMA: FDA OKs Cotempla XR-ODT Manufacturing Site Transfer ------------------------------------------------------------------- Aytu BioPharma, Inc. announced receipt of U.S. Food & Drug Administration (FDA) approval of the Cotempla XR-ODT Prior Approval Supplement (PAS). This approval enables the transfer of manufacturing of Cotempla to the Company's third-party manufacturer and follows a similar achievement for Adzenys XR- ODT which received PAS approval in April 2023. "I'm pleased to report this important milestone as we work to lower our overhead costs and improve the margins of our ADHD products by transferring the production of our ADHD brands to a contract manufacturer," remarked Josh Disbrow, Aytu's chief executive officer. "Our team has worked diligently and performed a tremendous job in advancing the site transfer of these flagship ADHD brands. I am appreciative of the team's multi-year effort in running bioequivalence studies, securing strong contract manufacturing and packaging partners, and successfully navigating the regulatory process involved in this transfer." Aytu is committed to a consistent and orderly transition of production to the new manufacturing facility in the coming months to ensure adequate inventory is available to meet the recent surge in prescription growth experienced for both Adzenys and Cotempla. Disbrow expanded, "With both Adzenys and Cotempla PAS approvals now achieved, we have greater visibility into the timing of the site transfer process and expect to begin the initial ramp-up of contract manufacturing of Adzenys and Cotempla in late calendar 2023. Production of Adzenys at the contract manufacturer is already underway. The transfer of production to our contract manufacturer, coupled with the exiting of operations at the Grand Prairie, Texas manufacturing facility, will allow us to realize enhanced margin improvement in these ADHD products beginning in calendar 2024." About Aytu BioPharma Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as Aytu BioScience, Inc. -- http://www.aytubio.com-- is a pharmaceutical company focused on commercializing novel therapeutics and consumer healthcare products. The Company operates through two business segments (i) the Rx Segment, consisting of prescription pharmaceutical products and (ii) the Consumer Health Segment, which consists of various consumer healthcare products. Aytu Biopharma reported a net loss of $17.05 million for the year ended June 30, 2023, compared to a net loss of $108.78 million for the year ended June 30, 2022. As of June 30, 2023, the Company had $136.46 million in total assets, $97.11 million in total liabilities, and $39.36 million in total stockholders' equity. Denver, Colorado-based Grant Thornton LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Oct. 12, 2023, citing that the Company's net loss was $17.1 million and cash used in operating activities was $5.1 million for the year ended June 30, 2023, and as of that date, the Company's accumulated deficit was $304.1 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. BARRETTS MINERALS: Future Claimants' Rep Taps NERA as Consultant ---------------------------------------------------------------- Sander L. Esserman, the legal representative for future claimants in the Chapter 11 cases of Barretts Minerals Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire NERA Economic Consulting, Inc. as his claims evaluation consultant. NERA's services include: (a) estimating the number and value of present and future talc related personal injury claims; (b) developing claims procedures to be used in the development of financial models of payments and assets of a claims resolution trust; (c) analyzing and responding to issues relating to draft trust distribution procedures; (d) at the request of the Future Claimants' Representative, and to the extent appropriate, participating in meetings and discussions with the Debtors, other constituencies, and with their respective professionals; and (e) providing such other advisory services as the Future Claimants' Representative or his counsel may deem necessary and consistent with the role of a claims evaluation consultant. The hourly rates for NERA professionals for this type of assignment and for this engagement range from $250 for analysts to $1,500 for directors. In addition, the firm will receive reimbursement for work-related expenses. As disclosed in court filings, NERA is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Stephanie Plancich NERA Economic Consulting 1166 Avenue of the Americas New York, NY 10036 Tel: (212) 345-7719 Fax: (212) 345-4650 Email: stephanie.plancich@nera.com About Barretts Minerals Barretts Minerals Inc. current operations are focused on the mining, beneficiating, processing, and sale of industrial talc. BMI historically supplied a relatively minor percentage of its sales into cosmetic applications. BMI's talc is sold to distributors and third-party manufacturers for use in such parties' products, which are then incorporated into downstream products eventually sold to consumers. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90794) on Oct. 2, 2023. In the petition signed by David J. Gordon, chief restructuring officer, the Debtor disclosed up to $100 million in assets and up to $50 million in liabilities. Judge David R. Jones oversees the case. The Debtors tapped Porter Hedges LLP and Latham& Watkins LLP as legal counsel, M3 Partners, LP as financial advisor, Jefferies LLC as investment banker, and Stretto, Inc., as claims, noticing, and solicitation agent and administrative advisor. BELMONT TRADING: Hires O. Allan Fridman as Bankruptcy Counsel ------------------------------------------------------------- Belmont Trading Co., Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire the Law Office of O. Allan Fridman for purposes of providing the Debtor with legal representation in its case. The firm's services include: (a) administering the Estate on behalf of the Debtor; (b) initiating settlement negotiations with various creditors; (c) preparing monthly operating reports; (d) drafting and receiving approval on its Chapter 11 plan; and (e) providing other various matters that may arise during the course of this Chapter 11 case. The counsel will charge $450 per hour for its services. Mr. Fridman assured the court that he does not hold or represent any interest adverse to the Debtor or its Chapter 11 estate, creditors or any other party in interest and is a "disinterested person" as such term is defined in Sec. 101(14) of the Bankruptcy Code. Mr. Fridman can be reached at: O. Allan Fridman, Esq. LAW OFFICE OF O. ALLAN FRIDMAN 555 Skokie Blvd, Suite 500 Northbrook, IL 60062 Telephone: (847) 412-0788 Facsimile: (847) 412-0898 Email: allanfridman@gmail.com About Belmont Trading Co., Inc. Belmont Trading Co., Inc. offers full-service value recovery and recycling services for mobile devices. The Debtor processes retired mobile devices and remarket and resell them. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-12083) on September 12, 2023. In the petition signed by Igor Boguslavsky, president, the Debtor disclosed $2,575,764 in assets and $15,773,104 in liabilities. Judge Janet S. Baer oversees the case. O. Allan Fridman, Esq., at Law Office of Allan Fridman, represents the Debtor as legal counsel. BELMONT TRADING: Seeks to Hire Plante Moran as Accountant --------------------------------------------------------- Belmont Trading Co., Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Matthew Denman of Plante Moran PLLC, as its accountant. Plante Moran will continue preparation of tax returns. The Debtor has complicated tax returns due to its former operations in other countries through subsidiaries and operations in Mexico. Plante Moran current hourly rates applicable for proposed accounting work will average out to $330 per hour. Mr. Denman's hourly rate is $712 per hour but that is for a supervisory function and most of the returns prepared will be done by accountants with a lower hourly rate to achieve the $330 per hour rate. Matthew Denman, CPA, MST, a partner with Plante Moran, assures the court that the firm does not hold any interest materially adverse to the Debtors' estates, and is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew S. Denman, CPA, MST Plante & Moran, PLLC 634 Front Avenue NW, Suite 400 Grand Rapids, MI 49504 Phone: (616) 774-8221 Email: dean.feenstra@plantemoran.com About Belmont Trading Co., Inc. Belmont Trading Co., Inc. offers full-service value recovery and recycling services for mobile devices. The Debtor processes retired mobile devices and remarket and resell them. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-12083) on September 12, 2023. In the petition signed by Igor Boguslavsky, president, the Debtor disclosed $2,575,764 in assets and $15,773,104 in liabilities. Judge Janet S. Baer oversees the case. O. Allan Fridman, Esq., at Law Office of Allan Fridman, represents the Debtor as legal counsel. BIG VALLEY: Seeks Approval to Hire Scott Law Group as Counsel ------------------------------------------------------------- Big Valley Builders, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Oregon to hire Scott Law Group LLP to serve as legal counsel in its Chapter 11 case. The firm will be paid at these rates: Attorneys $290 to $325 per hour Paralegals $90 to $140 per hour Law Clerks $40 to $145 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. On August 10, 2022, the Debtor paid the firm $30,000 as a retainer. Loren Scott, Esq., a partner at Scott Law Group, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Loren S. Scott, Esq. Scott Law Group LLP PO Box 70422 Springfield, OR 97475 Tel: (541) 868-8005 Fax: (541) 868-8004 Email: lscott@scott-law-group.com About Big Valley Builders, Inc. Big Valley Builders, Inc. is part of the residential building construction industry. Big Valley Builders, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 23-61913) on Oct. 18, 2023. The petition was signed by Crystal Smith as president. At the time of filing, the Debtor estimated $5,980,581 in assets and $5,169,520 in liabilities. Judge Thomas M. Renn oversees the case. Loren S. Scott, Esq. at THE SCOTT LAW GROUP represents the Debtor as counsel. BON SHEN LING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Bon Shen Ling, the Tibetan Bon Education Fund 65-55 Maurice Avenue Woodside NY 11377 Business Description: Bon Shen Ling is a nonprofit charity organization dedicated to preserving and sharing Tibetan Bon cultural, spiritual and healing wisdom and supporting the education of Tibetan refugee children. Chapter 11 Petition Date: October 31, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-43985 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Robert A. Rich, Esq. HUNTON ANDREWS KURTH LLP 200 Park Avenue New York, NY 10166 Tel: 212-309-1000 Email: rrich@huntonak.com Total Assets: $1,211,828 Total Liabilities: $674,300 The petition was signed by Beth Siegert as treasurer. 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/FHSMFEY/Bon_Shen_Ling_the_Tibetan_Bon__nyebke-23-43985__0001.0.pdf?mcid=tGE4TAMA BYJU'S ALPHA: $1.20BB Bank Debt Trades at 69% Discount ------------------------------------------------------ Participations in a syndicated loan under which BYJU's Alpha Inc is a borrower were trading in the secondary market around 30.6 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.20 billion facility is a Term loan that is scheduled to mature on November 24, 2026. About $1.18 billion of the loan is withdrawn and outstanding. Think & Learn Private Limited, doing business as Byju's, provides online educational services. CALAMP CORP: Increases Interim CEO's Monthly Stipend to $55K ------------------------------------------------------------ CalAmp Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company's Board of Directors resolved to amend the compensation package for Jason Cohenour, interim chief executive officer of the Company. The amendment to the Compensation Package raises the monthly stipend to be paid to Mr. Cohenour from $13,000 to $55,000. There were no other changes to the Compensation Package. About CalAmp CalAmp Corp. is a connected intelligence company that leverages a data-driven solutions ecosystem to help people and organizations improve operational performance. The Company solves complex problems for customers within the market verticals of transportation and logistics, commercial and government fleets, industrial equipment, K12 fleets, and consumer vehicles by providing solutions that track, monitor, and protect their vital assets. CalAmp Corp. reported a net loss of $32.49 million for the year ended Feb. 28, 2023, a net loss of $27.99 million for the year ended Feb. 28, 2022, a net loss of $56.31 million for the year ended Feb. 28, 2021, and a net loss of $79.30 million for the year ended Feb. 29, 2020. CANO HEALTH: $644MM Bank Debt Trades at 39% Discount ---------------------------------------------------- Participations in a syndicated loan under which Cano Health LLC is a borrower were trading in the secondary market around 60.8 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $644.4 million facility is a Term loan that is scheduled to mature on November 23, 2027. About $626.7 million of the loan is withdrawn and outstanding. Cano Health, LLC operates primary care centers and supports affiliated medical practices. The Company specializes in primary care for seniors, as well as promotes activities and care to improve both physical health and well-being and offers population health management programs. Cano Health serves patients in the United States. CENTRAL OKLAHOMA: PCO Taps Christensen Law Group as Legal Counsel ----------------------------------------------------------------- Cori H. Loomis, the patient care ombudsman appointed in the Chapter 11 cases of Central Oklahoma United Methodist Retirement Facility, Inc., doing business as Epworth Villa, seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to hire Christensen Law Group PLLC as his counsel. The firm will render these services: a) provide the PCO with legal advice regarding the powers and duties as a patient care ombudsman; b) provide the PCO with legal advice with respect to, and assistance in, the preparation of the filing of any reports required to be submitted by PCO; c) draft necessary applications, motions, responses, orders, and other pleadings and/or motion practice; d) appear before the Court to represent the interests of the PCO; and e) provide any and all other legal services as may be necessary for the PCO in this bankruptcy proceeding. The firm will be paid at these hourly rates: J. Clay Christensen $425 Jonathan M. Miles $350 Brock Z. Pittman $325 Paralegals $195 Directors $325 - $425 Associates $245 - $310 Paralegals $195 As disclosed in court filings, Christensen Law Group is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brock Z. Pittman, Esq. Christensen Law Group, PLLC The Parkway Building 3401 N.W. 63rd Street, Suite 600 Oklahoma City, OK 73116 Telephone: (405) 232-2020 Facsimile: (405) 228-1113 Email: Brock@christensenlawgroup.com About Central Oklahoma Central Oklahoma United Methodist Retirement Facility, Inc. d/b/a Epworth Villa is a locally owned not-for-profit Life Plan Community serving senior adult singles and couples ages 55 and above. The Debtor filed Chapter 11 Petition (Bankr. W.D. Okla. Case No. 23-12607) on September 29, 2023, with $10 million to $50 million in assets and $50 million to $100 million in liabilities. Ron Kelly, president and chief operating officer, signed the petition. Sidney K. Swinson, Esq. of GABLE & GOTWALS, is the Debtor's legal counsel. The Debtor tapped Raymond James & Associates, Inc. as its investment banker, underwriter and bond placement agent. CGEN HOLDINGS: Seeks to Hire Gabriel Del Virginia as Attorney ------------------------------------------------------------- CGEN Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Offices of Gabriel Del Virginia as its attorneys. The firm will render these services: (a) provide the Debtor legal advice regarding its authorities and duties as a debtor-in-possession in the continued operation of its business and the management of its property and affairs; (b) prepare all necessary pleadings, orders, and related legal documents and assist the Debtor and its accounting professionals in preparing monthly reports to the Office of the United States Trustee; and (c) perform any additional legal services to the Debtor which may be necessary and appropriate in the conduct of this case. The firm will be paid at these rates: Gabriel Del Virginia, Partner $675 per hour Associate $350 per hour Paralegal $150 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The retainer fee is $24,800. Gabriel Del Virginia, Esq., a partner at the Law Offices of Gabriel Del Virginia, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Gabriel Del Virginia, Esq. Law Offices of Gabriel Del Virginia 30 Wall Street-12th Floor, New York, NY 10005. Tel: (212) 371-5478 Fax: (212) 371-0460 Email: gabriel.delvirginia@verizon.net About CGEN Holdings, LLC CGEN Holdings, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41549) on May 3, 2023. The petition was signed by Carmelo Genova as sole member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Elizabeth S. Stong presides over the case. Gabriel Del Virginia, Esq. at the LAW OFFICE OF GABRIEL DEL VIRGINIA represents the Debtor as counsel. CHERRY MAN: Trustee Taps JK Tax as Bookkeeper and Accountant ------------------------------------------------------------ Hamid Rafatjoo, the Chapter 11 trustee for Cherry Man Industries, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire JK Tax Inc to perform certain bookkeeping and accounting services. The firm's services include: a. reconciling account receivable transactions with sales, purchase orders, receipts, and payments for 2022; b. reconciling bank and credit card statements from January to December 2022; c. preparing and finalizing accounts for the 2022 general ledger; d. assisting with the preparation of tax-related documents and records for 2022; e. closing and reconciling books and records by month for 2022; and f. filing business tax returns for 2021 and 2022. JK will be compensated as follows: a. a bookkeeping fixed fee of $40,000 for the twelve-month period of 2022; and b. a fixed fee of $1,000 per year for the filing of tax returns for 2021 and 2022. JK has received a $21,000 retainer. Jacob Khorramian, principal of JK Tax Inc, assured the court that JK is a disinterested person, and does not hold or represent an interest adverse to the estate. The firm can be reached through: Jacob Khorramian JK Tax Inc. 18075 Ventura Blvd., Suite 201 Encino, CA 91316 Telephone: (747) 243-0179 Email: jktaxinc25@gmail.com About Cherry Man Industries Cherry Man Industries, Inc. was started in 2002 by Frank Lin. It is one of the largest nationwide importers and distributors of office furniture case goods. It is headquartered in El Segundo, Calif., with five distribution centers across the U.S. Cherry Man Industries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-11471) on March 17, 2022, listing $100 million to $500 million in assets and $10 million to $50 million in liabilities. Frank Lin, president of Cherry Man Industries, signed the petition. Judge Neil W. Bason oversees the case. The Law Offices of Michael Jay Berger serves as the Debtor's legal counsel. The U.S. Trustee for Region 15 appointed an official committee of unsecured creditors on March 31, 2022. Kelley Drye & Warren, LLP and Province, LLC serve as the committee's legal counsel and financial advisor, respectively. Hamid R. Rafatjoo, the Chapter 11 trustee appointed in the Debtor's case, is represented by Levene Neale Bender Yoo & Golubchik, LLP. CITY BREWING: $850MM Bank Debt Trades at 26% Discount ----------------------------------------------------- Participations in a syndicated loan under which City Brewing Co LLC is a borrower were trading in the secondary market around 73.7 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $850 million facility is a Term loan that is scheduled to mature on April 5, 2028. The amount is fully drawn and outstanding. City Brewing Company, LLC operates as a brewery company. The Company produces beverages by contract, including beer, malts, teas, and energy drinks. COLONY DONKEY: Continued Operations to Fund Plan ------------------------------------------------ Colony Donkey, LLC, Lewisville Donkey, LLC, and Drunken Donkey Private Club filed with the U.S. Bankruptcy Court for the Eastern District of Texas an Amended Joint Plan of Reorganization dated October 23, 2023. Debtors Colony and Lewisville were owned by Jessica Putnam. Debtor Drunken is owned by the members of the private club. Putnam has sold her interest in Colony and Lewisville post-petition. Anthony Rivera has purchased Putnam's interest in the Debtors. Rivera is in the process of obtaining a new liquor license, but will operate under the Putnam license until the new license has been approved. Once Lewisville obtains a new liquor license, then Drunken will no longer be needed and the private club will be dissolved. Debtors have continued to operate the companies since the filings. The Debtors, Colony and Lewisville have been profitable during the pendency of the bankruptcies, however, sales have lagged behind historical levels. Based upon the projections, the Debtors believes they can service the debt to the creditors. Class 11 consists of Unsecured Claims in Colony. All unsecured creditors of Colony, including any claims of Lacy Haislip, Pearl Capital, Small Business Association and Rewards Network Establishment Services, shall share pro rata in the unsecured creditors pool. The Colony shall make monthly payments commencing 30 days after the effective date of $2,000 into the unsecured creditors' pool. The amount represents the Colony's disposable income. The Colony shall make distributions to the Class 11 creditors every 90 days after the first payment into the unsecured creditors pool. The Debtor shall make 36 payments into the unsecured creditors pool. The Class 11 creditors are impaired. The Class 12 consists of Allowed Unsecured Creditors of Lewisville. All unsecured creditors of Lewisville, including any deficiency claims of Ally or Santander, and the unsecured portion of the Small Business Association claim shall share pro rata in the unsecured creditors pool. The Lewisville shall make monthly payments commencing 30 days after the effective date of $1,000 into the unsecured creditors' pool. The amount represents the Lewisville's disposable income. The Lewisville shall make distributions to the Class 12 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. The Class 12 creditors are impaired. The current owner will receive no payments under the Plan, however, he will be allowed to retain his ownership in the Debtors. The Debtors anticipate the continued operations of the businesses to fund the Plan. A full-text copy of the Amended Joint Plan dated Oct. 23, 2023 is available at https://urlcurt.com/u?l=XMXfwX from PacerMonitor.com at no charge. Proposed Attorneys for Debtor: Eric A. Liepins ERIC A. LIEPINS, P.C. 12770 Coit Road Suite 850 Dallas, Texas 75251 Phone: (972) 991-5591 Fax: (972) 991-5788 About Colony Donkey Colony Donkey, LLC, owns and operates a restaurant in The Colony, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-41174) on July 3, 2023. In the petition signed by Jessica Putnam, managing member, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Brenda T. Rhoades oversees the case. Eric A. Liepins, Esq., is the Debtor's legal counsel. COMPLETION RESOURCES: Continued Operations to Fund Plan ------------------------------------------------------- Completion Resources, LLC, and Oilfield Equipment Rental, LLC filed with the U.S. Bankruptcy Court for the Eastern District of Texas a Joint Original Plan of Reorganization dated October 23, 2023. Completion buys, sells and rents equipment and acts as an intermediary in equipment sales and leases. Oilfield also rents and sells equipment. Class 1O consists of Any Allowed General Unsecured Claims against Oilfield. Each holder of an Allowed General Unsecured Claim against Oilfield shall be paid its Pro Rata Share of the Oilfield Distribution Fund in equal quarterly payments beginning on the 1st day of the month following the Effective Date and on the same day of each successive month (in 3 month intervals) for the duration of the Term. Provided however, that no holder of an Allowed General Unsecured Claim against Oilfield shall be paid an amount which exceeds the amount of such holder's Allowed General Unsecured Claim against Oilfield. Class 1C consists of Any Allowed General Unsecured Claims against Completion. Each holder of an Allowed General Unsecured Claim against Completion shall be paid its Pro Rata Share of the Completion Distribution Fund in equal quarterly payments beginning on the 1st day of the month following the Effective Date and on the same day of each successive month for the duration of the Term. Provided however, that no holder of an Allowed General Unsecured Claim against Completion shall be paid an amount which exceeds the amount of such holder's Allowed General Unsecured Claim against Completion. Class 2O consists of Interests in Oilfield. Holders of interests in Oilfield shall retain such Interests. Class 2C consists of Interests in Completion. Holders of interests in Completion shall retain such Interests. On the Effective Date, all real and personal property of the estate of the Debtors, including but not limited to all causes of action of the Debtors, and any avoidance actions of the Debtors, under applicable non bankruptcy law or the Bankruptcy Code, shall vest in the Debtors as Reorganized Debtors and shall not be assertable by any party other than the Reorganized Debtors on behalf of its creditors subject to those Claims, Liens, and encumbrances as Allowed and restructured in this Plan and as specified herein. The liability for and obligations under the Plan shall be assumed by and become obligations of the Reorganized Debtors. The Debtors anticipate net profit available from Oilfield's operations to amount to approximately $5,000 per month, and net profit available from Completion's operations to amount to $6,625 per month. These amounts would not be available if a case is converted to Chapter 7 or dismissed. Accordingly, the recovery to Oilfield and Completion creditors under the Plan is projected to exceed the Chapter 7 recoveries. The Debtors anticipate that they will be able to sustain monthly operations and projections reflect the ability of the Debtors to make payments under this Plan. A full-text copy of the Joint Plan dated October 23, 2023 is available at https://urlcurt.com/u?l=1uqayb from PacerMonitor.com at no charge. Debtor's Counsel: Howard Marc Spector, Esq. SPECTOR & COX, PLLC 12770 Coit Road, Suite 850 Dallas TX 75251 Tel: (214) 365-5377 Email: hms7@cornell.edu About Completion Resources Completion Resources, LLC buys, sells and rents equipment and acts as an intermediary in equipment sales and leases. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Texas Case No. 23-41324) on July 25, 2023, with $687,636 in assets and $3,810,400 in liabilities. Nancy Fuller, member, signed the petition. Howard Marc Spector, Esq., at Spector & Cox, PLLC, is the Debtor's legal counsel. CURO GROUP: Oct. 2023 Investor Presentation Filed ------------------------------------------------- CURO Group Holdings Corp. filed with the Securities and Exchange Commission a copy of its October 2023 Investor Presentation. The Company had prepared updated information for use in connection with upcoming investor meetings. This includes certain projections, forecasts, and assumptions about various matters such as the future financial and operational performance of the Company. A full-text copy of the Investor Presentation is available at https://tinyurl.com/mswafuu8 About CURO CURO Group Holdings Corp. (NYSE: CURO) is a consumer credit lender serving U.S. and Canadian customers for over 25 years. The Company’s decades of diversified data power a hard-to-replicate underwriting and scoring engine, mitigating risk across the full spectrum of credit products. The Company operates a number of brands including Cash Money, LendDirect, Heights Finance, Southern Finance, Covington Credit, Quick Credit and First Heritage Credit. CURO reported a net loss of $185.48 million for the year ended Dec. 31, 2022. As of June 30, 2023, the Company had $2.74 billion in total assets, $3.01 billion in total liabilities, and a total stockholders’ deficit of $268.37 million. * * * As reported by the TCR on May 26, 2023, S&P Global Ratings raised its issuer credit rating on Curo Group Holdings Corp. to 'CCC+' from 'SD'. The outlook is negative. Also in May 2023, Moody’s Investors Service downgraded Curo Group Holdings Corp.’s corporate family rating to Caa2 from Caa1. Moody’s said the downgrade was driven by deterioration in the company’s credit profile over the past year following the acquisitions of Heights Finance and First Heritage, two near prime installment businesses, and the sale of its legacy US deep subprime lending business. DEADWORDS BREWING: Gets OK to Hire Latham Luna as Legal Counsel --------------------------------------------------------------- Deadwords Brewing Company, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ the law firm of Latham, Luna, Eden & Beaudine, LLP to handle its Chapter 11 case. The hourly rates charged by the firm's attorneys and paraprofessionals range from $105 to $485. Daniel Velasquez, Esq., an attorney at Latham, Luna, Eden & Beaudine, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daniel A. Velasquez, Esq. Latham, Luna, Eden & Beaudine, LLP 201 S. Orange Ave., Suite 1400 Orlando, FL 32801 Telephone: (407) 481-5800 Facsimile: (407) 481-5801 Email: dvelasquez@lathamluna.com About Deadwords Brewing Company Deadwords Brewing Company, LLC is a craft brewpub operating in the Parramore District of Downtown Orlando. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04117) on October 2, 2023. In the petition signed by James D. Satterfield, managing member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Grace E. Robson oversees the case. Daniel A. Velasquez, Esq., at Latham, Luna, Eden & Beaudine, LLP represents the Debtor as legal counsel. DENN-OHIO LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Denn-Ohio, LLC 3127 Plainfield Ave NE Grand Rapids, MI 49505 Business Description: Denn-Ohio, LLC operates its Denny's franchises at ten leased commercial properties in Michigan, Ohio, and Kentucky. Chapter 11 Petition Date: October 31, 2023 Court: United States Bankruptcy Court Western District of Michigan Case No.: 23-02533 Debtor's Counsel: Steven M. Bylenga, Esq. CBH ATTORNEYS & COUNSELORS, PLLC Main Office 25 Division Avenue S., Suite 500 Grand Rapids, MI 49503 Tel: 616-608-3061 Fax: 616-719-3782 Email: nikki@chasebylenga.com Total Assets: $1,860,816 Total Liabilities: $4,567,989 The petition was signed by Thomas F. Pilbeam as member. 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/GOGI3VQ/Denn-Ohio_LLC__miwbke-23-02533__0001.0.pdf?mcid=tGE4TAMA DIAMOND CREEK: Trustee Gets OK to Hire Bachecki Crom as Accountant ------------------------------------------------------------------ Janina Hoskins, the trustee appointed in the Chapter 11 case of Diamond Creek Villa, LLC, received approval from the U.S. Bankruptcy Court for the Northern District of California to employ Bachecki, Crom & Co. LLP as its accountant. The firm's services include: -- preparing monthly operating reports, tax returns and tax projections, and performing tax analysis; -- analyzing tax claims filed in the Debtor's Chapter 11 case, if necessary; -- analyzing the tax impact of potential transactions, if necessary; -- analyzing and testifying as to avoidance issues, if necessary; -- preparing a solvency analysis, if necessary; and -- serving as the trustee's general accountant and consulting with the trustee and his legal counsel as to those matters during the pendency of the Debtor's Chapter 11 proceeding and during any subsequent Chapter 7 proceeding. The hourly rates charged by the firm for its services are as follows: Partners $495 - $630 per hour Senior Accountant $375 - $480 per hour Junior Accountant $175 - $370 per hour As disclosed in court filings, Bachecki, Crom & Co. is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jay D. Crom, CPA Bachecki, Crom & Co., LLP 400 Oyster Point Blvd #106 South San Francisco, CA 94080 Telephone: (415) 398-3534 Email: jcrom@bachcrom.com About Diamond Creek Villa Diamond Creek Villa, LLC, a company in Cupertino, Cal., filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 22-51125) on Dec. 14, 2022, with $10 million to $50 million in both assets and liabilities. Mark Allen, manager, signed the petition. Judge M. Elaine Hammond oversees the case. The Debtor is represented by Macdonald Fernandez, LLP. Janina Hoskins was appointed as trustee in this Chapter 11 case. The trustee tapped Rincon Law, LLP as her counsel. DIGITAL MEDIA: Moody's Withdraws 'Caa3' Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service has withdrawn all credit ratings of Digital Media Solutions, LLC (DMS), including the Caa3 Corporate Family Rating, Caa3-PD Probability of Default Rating, and Caa3 ratings on the backed senior secured first lien bank credit facilities, consisting of a $50 million revolving credit facility and $225 million term loan B due May 2026. The SGL-4 Speculative Grade Liquidity Rating has also been withdrawn. The outlook prior to the withdrawal was negative. RATINGS RATIONALE Moody's has decided to withdraw the ratings for its own business reasons. COMPANY PROFILE Digital Media Solutions, LLC is an indirect wholly owned operating subsidiary of Digital Media Solutions, Inc., a publicly-traded and a provider of technology-enabled digital performance advertising solutions, connecting consumers and advertisers. As of last twelve months ended June 2023, net revenue totaled $364 million. DIOCESE OF OGDENSBURG: Comm. Taps Burns Bair as Insurance Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of the Roman Catholic Diocese of Ogdensburg, New York seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Burns Bair LLP as its special insurance counsel. The firm's services include: (a) analyzing, investigating, and assessing the availability of coverage under the Debtor's insurances policies; (b) representing the Committee in any adversary proceedings by and between the Debtor and its insurers, pending Court approval; (c) engaging in potential mediation and/or other resolution of the claims, demands, and/or lawsuits related to the Debtor's insurance policies; (d) advising, negotiating, and advocating on behalf of the Committee with respect to the Debtor's insurance policies; and (e) providing related advice and assistance to the Committee as necessary. Burns Bair's standard hourly rates for attorneys and paraprofessionals are: Partners $900 to $1120 Associates $550 Paraprofessionals $360 The firm proposes to cap its rate for attorneys working on the case at $800 per hour and for paraprofessionals at $300 per hour. In addition, the firm will seek reimbursement for expenses incurred. Timothy Burns, Esq., a partner at Burns Bair, 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: Timothy W. Burns, Esq. BURNS BAIR, LLP 10 E. Doty Street, Suite 600 Madison, WI 53703 Telephone: (608) 286-2302 Email: tburns@burnsbair.com About Roman Catholic Diocese of Ogdensburg The Diocese of Ogdensburg is a Latin Church ecclesiastical territory, or diocese, of the Catholic Church in the North Country region of New York State in the United States. It is a suffragan diocese in the ecclesiastical province of the Archdiocese of New York. Its cathedral is St. Mary's in Ogdensburg. The Diocese of Ogdensburg was founded on February 16, 1872. It comprises the entirety of Clinton, Essex, Franklin, Jefferson, Lewis and St. Lawrence counties and the northern portions of Hamilton and Herkimer counties. The current bishop is Terry Ronald LaValley. On July 17, 2023, the Roman Catholic Diocese of Ogdensburg sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-60507), with $10 million and $50 million in both assets and liabilities. Mark Mashaw, diocesan fiscal officer, signed the petition. Judge Patrick G. Radel oversees the case. Bond, Schoeneck & King, PLLC is the Diocese's bankruptcy counsel. Stretto, Inc., is the claims agent and administrative advisor. E-B DISPLAY: Seeks to Extend Plan Exclusivity to December 8 ----------------------------------------------------------- E-B Display Company, Inc. asked the U.S. Bankruptcy Court for the Northern District of Ohio to extend the time periods during which it has the exclusive right to file a plan and to solicit acceptances thereto to December 8, 2023 and February 6, 2024, respectively. Unless extended, the Debtor's exclusive filing period ends on September 9, 2023 and its exclusive solicitation period ends on November 8, 2023. The Debtors believe that it is reasonable to request extensions of the exclusive periods to afford them a full and fair opportunity to confirm a plan without the distraction, cost and delay of a competing plan process. The Debtors asserted that the following factors weigh in favor of granting the extension: (a) The Debtors have managed the Chapter 11 cases prudently and in good faith; (b) The Debtors have maintained operational efficiency; (c) The Debtors have consistently and frequently engaged the Committee on discussing a joint plan; (d) The Debtors and the Committee have made progress in negotiating the terms and structure of a joint plan; (e) Accounting of all outstanding claims will be material to certain negotiations of the joint plan; (f) The Chapter 11 cases have existed a mere four months and the results to date have made a joint plan possible; and (g) The extension is not being sought in order to pressure creditors. Conversely, the Debtors have been working in conjunction with the Committee to work toward an exit from chapter 11. E-B Display Company, Inc. is represented by: Christopher W. Peer, Esq. Matthew N. Danese, Esq. Emily M. Peterson, Esq. WICKENS HERZER PANZA 35765 Chester Road Avon, OH 44011-1262 Tel: (440) 695-8000 Email: CPeer@WickensLaw.com MDanese@WickensLaw.com EPeterson@WickensLaw.com About E-B Display Company E-B Display Company, Inc. develops and manufactures custom displays and fixtures for retail customers, including by carrying out all graphic design, engineering, prototyping, manufacturing, and printing necessary to create such custom displays and fixtures. E-B Display operates in two locations situated in Massillon, Ohio. The real property upon where E-B Display operates its business is owned by Rotolo Industries, Inc. and the locations are operated and managed by E-B Display. On May 12, 2023, E-B Display and three affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 23-60565). At the time of the filing, E-B Display reported as much as $10 million in both assets and liabilities. Michael S. Rotolo, president of E-B Display, signed the petition. Judge Tiiara NA Patton oversees the cases. The Debtors tapped Christopher Peer, Esq., at Wickens Herzer Panza Co. as legal counsel; Manchester RBG as financial advisor; and Signet Capital Advisors, LLC as investment banker. ELECTRONICS FOR IMAGING: $875MM Bank Debt Trades at 37% Discount ---------------------------------------------------------------- Participations in a syndicated loan under which Electronics For Imaging Inc is a borrower were trading in the secondary market around 63.1 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $875 million facility is a Term loan that is scheduled to mature on July 23, 2026. About $840.0 million of the loan is withdrawn and outstanding. Electronics for Imaging is a worldwide provider of products, technology and services leading the transformation of analog to digital imaging. EMERALD ELECTRICAL: Seeks to Hire Apiro LLP as Tax Preparer ----------------------------------------------------------- Emerald Electrical Consultants, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Apiro, LLP as its accountant for the limited purpose of preparing and filing the 2022 tax return. The accountant will charge a flat fee of $3,300 for its services. Dan Murphy, a partner at Apiro, assured the court that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Dan Murphy, CPA Apiro, LLP 2002 Summit Boulevard, Suite 120 Atlanta, GA 30319-1498 Telephone: (404) 892-9651 About Emerald Electrical Consultants Emerald Electrical Consultants, LLC specializes in substation construction, related technical services, and consulting across the United States, with a focused presence in the southeastern and central regions of the country. The company is based in Cumming, Ga. Emerald Electrical Consultants sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20913) on Sept. 15, 2022, with $1 million to $10 million in both assets and liabilities. Lindy Truitt, president and chief executive officer of Emerald Electrical Consultants, signed the petition. Judge James R. Sacca oversees the case. The Debtor tapped Benjamin Keck, Esq., at Keck Legal, LLC as bankruptcy counsel; Brett Wagner, P.C. as special counsel; and Hoover Slovacek, LLP as appellate counsel. ESCHER GROUP: Seeks to Hire Verity LLC as Financial Advisor ----------------------------------------------------------- Escher Group, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Maryland to employ Verity, LLC as financial advisor. The Debtor requires a financial advisor to: (a) assist the Debtors and their legal counsel in bankruptcy planning and administration; (b) track the Debtors' performance against any budgets, analyze variances, and oversee reporting as required by the cash collateral motion; (c) assist counsel with overseeing administration of the Debtors' bankruptcy estates; and (d) perform such other tasks as are directed by the Debtors and reasonably acceptable to Verity. The hourly rates of the firm's professionals are as follows: Neil H. Demchick $525 Directors $360 - $450 Managers $285 - $325 Senior Consultants $205 - $280 Consultants $150 - $200 In addition, the firm will seek reimbursement for expenses incurred. Verity received a retainer in the amount of $40,000. Neil Demchick, a member of Verity, 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: Neil H. Demchick Verity, LLC 1401 Middle Gulf Drive, S301 Sanibel, FL 33957 Telephone: (410) 960-3853 Email: ndemchick@verity-llc.com About Escher Group Escher Group, LLC and its affiliates filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Md. Case No. 23-17628) on Oct. 23, 2023. In the petitions filed by Andrew Michael Nye, II, manager, each Debtor reported up to $10 million in both assets and liabilities. Judge Nancy V. Alquist oversees the cases. The Debtors tapped Richard M. Goldberg, Esq., at Shapiro Sher Guinot & Sandler as legal counsel and Verity, LLC as financial advisor. ESCHER GROUP: Seeks to Tap Shapiro Sher Guinot & Sandler as Counsel ------------------------------------------------------------------- Escher Group, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Maryland to employ Shapiro Sher Guinot & Sandler. The Debtor requires legal counsel to: (a) assist, advise, and represent the Debtors with respect to the administration of their Chapter 11 cases and oversight of their affairs; (b) take all necessary action to protect and preserve the Debtors' estates during the administration of these Chapter 11 cases; (c) assist the Debtors in maximizing the value of their assets for the benefit of all creditors and stakeholders; (d) prepare legal papers; (e) appear in court and represent the interests of the Debtors; (f) prepare and pursue confirmation of a Chapter 11 plan; and (g) perform all other legal services for the Debtors. The hourly rates of the firm's counsel and staff are as follows: Partners $410 - $700 Associates $325 - $375 Paralegals $240 - $255 In addition, the firm will seek reimbursement for expenses incurred. Richard Goldberg, Esq., a partner at Shapiro Sher Guinot & Sandler, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard M. Goldberg, Esq. Daniel J. Zeller, Esq. Shapiro Sher Guinot & Sandler 250 W. Pratt Street, Suite 2000 Baltimore, MD 21201 Telephone: (410) 385-4274 Facsimile: (410) 539-7611 Email: rmg@shapirosher.com djz@shapirosher.com About Escher Group Escher Group, LLC and its affiliates filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Md. Case No. 23-17628) on Oct. 23, 2023. In the petitions filed by Andrew Michael Nye, II, manager, each Debtor reported up to $10 million in both assets and liabilities. Judge Nancy V. Alquist oversees the cases. The Debtors tapped Richard M. Goldberg, Esq., at Shapiro Sher Guinot & Sandler as legal counsel and Verity, LLC as financial advisor. EYECARE PARTNERS: $250MM Bank Debt Trades at 46% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 53.8 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $250 million facility is a Term loan that is scheduled to mature on November 15, 2028. About $247.5 million of the loan is withdrawn and outstanding. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products EYECARE PARTNERS: $440MM Bank Debt Trades at 45% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 54.8 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $440 million facility is a Term loan that is scheduled to mature on November 15, 2028. The amount is fully drawn and outstanding. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products EYECARE PARTNERS: $750MM Bank Debt Trades at 45% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 55.4 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $750 million facility is a Term loan that is scheduled to mature on February 20, 2027. The amount is fully drawn and outstanding. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products FOUNDATION HOLDCO: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDRs) of Foundation Holdco LP, the parent company and successor to Fortress Investment Group LLC, and its rated subsidiaries (collectively Fortress) at 'BB'. Fitch has also affirmed FinCo I LLC's senior secured debt rating at 'BB' and Fortress' Short-Term IDR at 'B'. The Rating Outlook is Stable. The rating actions have been taken as part of a periodic peer review of the alternative investment manager (IM) industry, which is comprised of 11 publicly rated global firms. For more information on the broader sector review, please see, "Fitch Ratings Completes 2023 Alternative Investment Manager Peer Review,". KEY RATING DRIVERS The rating affirmations reflect Fortress' established position as a global alternative IM, experienced management team, stable cash flow generation, and moderate management fee exposure to net asset value (NAV) movements. Rating constraints include elevated leverage, modest coverage, a fully secured funding profile, limited revenue diversity relative to more highly rated peers, and increased assets under management (AUM) concentration in credit funds. Additionally, Fitch believes FEBITDA will continue to be negatively impacted by the 2022 loss of Fortress' largest remaining permanent capital vehicle (PCV), Rithm Capital Corporation (formerly New Residential Investment Corp.), but should improve over time as additional capital is deployed in the credit funds. Rating constraints for the industry include 'key person risk', which is institutionalized throughout many limited partnership agreements; reputational risk, which can affect the firm's ability to raise future funds; and legal and regulatory risk, which could alter the alternative IM industry. Fitch also notes the more challenging macroeconomic conditions, including rising interest rates, inflationary pressures, elevated recession risk, geopolitical risk and an increased risk of a government shutdown, all of which may pressure investment performance and fundraising. At June 30, 2023, Fortress had $44.7 billion in AUM. Credit private equity (PE) funds represented the largest segment, accounting for 76.2% of Fortress' AUM and 58.4% of management fees followed by credit hedge funds which accounted for 16.5% of Fortress' AUM and 36.4% of management fees over the trailing 12 months (TTM) ended 2Q23. Fortress' PE funds and permanent capital vehicles (PCVs) represented 5.1% and 2.2% of AUM, respectively, at 2Q23. Fortress' increased focus on credit funds has resulted in lower AUM diversity relative to alternative IM peers, but is expected to benefit from favorable growth trends. Capital raising has slowed considerably since 2020, the strongest fundraising period for the firm, when $11.9 billion was raised. In fiscal 2022, Fortress raised $4.0 billion and $1.5 billion in the first half of 2023. Fitch expects fundraising to increase through YE24 as the firm will be in the market raising its successor flagship credit PE funds. Fortress had approximately $17.6 billion of dry powder at 2Q23. While investing this amount of capital could take some time, Fitch expects Fortress' pace of deployment to accelerate over the next 12 months given robust lending opportunities available in the market. Fitch can only approximate Fortress' FEBITDA since, unlike peers, it does not explicitly assign separate compensation loads to fees and incentive income. Fitch has assumed that a portion of discretionary bonuses are related to fees and the remainder to incentive income. Based on Fitch's estimate, Fortress' FEBITDA margin for the TTM ended 2Q23 was 25.3%, below the four-year average of 40.1%, but at the midpoint of Fitch's 'bbb' category benchmark range of 20%-30% for alternative IMs. The lower FEBITDA margin reflects the exit from managing higher margin PCVs. Fitch expects improvement in Fortress' margins over time as capital is deployed and the firm executes on its strategies to grow its insurance and retail businesses. Pro forma for the July 2023 incremental debt issue, Fitch estimates leverage, debt/FEBITDA (based on Fitch's estimate), to be 9.2x on a TTM basis, which is within Fitch's 'ccc and below' category benchmark range of over 8.0x for alternative IMs. Fortress has historically held a significant amount of cash on its balance sheet. On a net basis, leverage was meaningfully lower, at 3.5x at 2Q23. Additionally, while Fitch gives no credit for the generation of incentive income or investment income in its calculation of FEBITDA, the agency recognizes it has been relatively consistent for Fortress and provides an additional cushion for debt-service capacity. Fitch expects the firm to de-lever to approximately 5x during the Outlook horizon, driven by FEBITDA growth. Interest coverage (FEBITDA divided by interest expense) was 1.9x on a TTM basis through 2Q23, below the four-year average of 3.8x. Fitch expects Fortress' interest coverage ratio to improve modestly with FEBITDA growth and remain within or above the 'bb' category benchmark range of 2.0x-4.0x. Fortress' liquidity was adequate at 2Q23, with $526.8 million of cash and $88.1 million of availability under its revolving loan facility and no near-term debt maturities. Fortress had remaining capital commitments that can be drawn by the funds on demand of $211.9 million at 2Q23, of which $97.2 million is related to funds that are still in their investment or commitment period. Fortress has not paid any distributions to SoftBank Group Corp. (SBG) since 2018, however, the distribution policy once Mubadala Investment Company acquires SBG's stake in Fortress remains unclear. Fitch would weigh the future distribution policy against Fortress' leverage and liquidity. The Stable Outlook reflects Fitch's expectations that Fortress' gross leverage will decline to below 6.0x over the Outlook horizon, FEBITDA margins will improve and that the firm will maintain sufficient liquidity to meet debt service requirements. The Outlook also reflects Fitch's belief that Fortress will grow/retain FAUM through the raising of new and expansion of existing fund strategies and continued capital deployment. A Long-Term IDR of 'BB' corresponds to a 'B' Short-Term IDR according to Fitch's "Non-Bank Financial Institutions Rating Criteria" dated May 5, 2023. The Short-Term IDR is primarily sensitive to the Long-Term IDR and would be expected to move in tandem. At higher rating levels for the Long-Term IDR, the Short-Term IDR would also become sensitive to Fitch's assessment of Fortress' funding, liquidity and coverage. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Sustained maintenance of adjusted leverage above 6.0x; - A material decline in the FEBITDA margin, approaching 10%; - Sustained maintenance of interest coverage below 2.0x; - A weaker liquidity profile, which could include a significant reduction in balance sheet cash or Fortress' contingent liquidity facility; - Inability of Mubadala Investment Company to acquire the equity of Fortress from SBG. If that should occur, deterioration in the credit profile of SBG combined with inadequate limitations on SBG's ability to extract liquidity from Fortress to the detriment of its debt holders, could also pressure Fortress' ratings, although this is not anticipated under the firm's current distribution policy. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Sustained maintenance of adjusted leverage near 4.0x; - An improvement in the FEBITDA margin, approaching 35%; - Sustained maintenance of interest coverage near 4.0x; - Consistent FAUM growth; - Enhanced FAUM and revenue diversity; - Improved funding flexibility as demonstrated through access to unsecured debt and/or more diversified funding sources; - Maintenance of solid liquidity levels. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The secured debt rating is equalized with the Long-Term IDR, reflecting Fitch's expectation of average recovery prospects for the debt class in a stress scenario. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The secured debt rating is expected to move in tandem with the Long-Term IDR. SUBSIDIARY AND AFFILIATE RATINGS: KEY RATING DRIVERS Rated subsidiaries of Foundation Holdco LP include FinCo I LLC, which indirectly owns Fortress Investment Group LLC and is the issuer of the secured term loan. Rated subsidiaries also include FIG Parent, LLC and FinCo I Intermediate HoldCo LLC, which, along with Foundation Holdco LP, serve as joint and several guarantors of the secured term loan and are shell holding companies above Fortress Investment Group LLC. The IDRs of each entity are equalized with those of Foundation Holdco LP. SUBSIDIARY AND AFFILIATE RATINGS: RATING SENSITIVITIES The IDRs of FIG Parent, LLC, FinCo I LLC, FinCo I Intermediate HoldCo LLC and Fortress Investment Group LLC are equalized with the IDRs of Foundation Holdco LP and are, therefore, expected to move in tandem. ADJUSTMENTS The Standalone Credit Profile (SCP) of Fortress has been assigned below the implied SCP due to the following adjustment reasons: Weakest Link - Capitalization and Leverage (negative) and Weakest Link - Funding, Liquidity and Coverage (negative). The Earnings and Profitability score has been assigned below the implied score due to the following adjustment reason: Historical and future metrics (negative) and revenue diversification (negative). The Capitalization and Leverage score has been assigned above the implied score due to the following adjustment reason: Gross versus net leverage (positive). ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- FinCo I LLC LT IDR BB Affirmed BB ST IDR B Affirmed B senior secured LT BB Affirmed BB Foundation Holdco LP LT IDR BB Affirmed BB ST IDR B Affirmed B Fortress Investment Group LLC LT IDR BB Affirmed BB ST IDR B Affirmed B FIG Parent, LLC LT IDR BB Affirmed BB ST IDR B Affirmed B FinCo I Intermediate HoldCo LLC LT IDR BB Affirmed BB ST IDR B Affirmed B FTX TRADING: Seeks to Extend Plan Exclusivity to January 5, 2024 ---------------------------------------------------------------- FTX Trading Ltd. and its affiliates asked the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods to file a chapter 11 plan and solicit acceptances thereof to January 5, 2024 and March 5, 2024, respectively. This is the Debtors' second request for extension. Unless extended further, the Debtors exclusive filing period ends on September 7, 2023 and their exclusive solicitation period ends on November 6, 2023. The Debtors claimed that their chapter 11 cases are some of the most complex and daunting ever filed in any court. The Debtors explained that their challenges include: - the size and diverse nature of their businesses, which include multiple cryptocurrency and derivative exchanges, trading businesses, investment vehicles and multi-million dollar side projects; - the lack of clear law or regulation concerning cryptocurrency or customer rights; - the virtual absence of corporate governance across a group of over one hundred companies in dozens of countries; - the criminal investigation and prosecution of the prepetition senior management team; - the absence of reliable financial statements; - extensive U.S. Federal, State and global regulatory investigations; - Congressional investigations; - affiliate insolvency proceedings in non-U.S. jurisdictions; - four lending "partner" chapter 11 proceedings in the United States; - numerous investments across specialized asset classes; - thousands of potential avoidance actions and litigation claims; and, - millions of hurt, misled, and legitimately angry creditors. The Debtors, however, stated that since the Court entered the first exclusivity extension order in April 2023, their chapter 11 cases have proceeded step-by-step in an organized and deliberate manner to maximize and secure the value of these estates for creditors. The Debtors also stated that they have published their first two interim reports on the actions that precipitated the filing of their chapter 11 cases, providing information about the collapse. These reports have been widely cited by stakeholders and the public. The Debtors further stated that they have worked to develop a thoughtful token monetization plan to preserve and maximize the value of their digital assets. The Debtors also claim to have completed a number of non-strategic dispositions pursuant to the de minimis asset sale procedures and standalone private sales. The Debtors' work continues to reconcile and reconstruct the prepetition accounting books and records. Most significantly, consistent with their previously disclosed timeline, the Debtors claimed that on July 31, 2023, they filed their draft proposed plan of reorganization and accompanying draft term sheet. The Debtors explained that although incredible progress has been made, more time is needed. The Debtors seek the extension to continue and complete this work with exclusivity in place and without the specter of competing plans that favor one interest group over another. The Debtors argued that expiration of exclusivity would derail their progress, skyrocket costs, and destroy value. FTX Trading Ltd. and its affiliates are represented by: Adam G. Landis, Esq. Kimberly A. Brown, Esq. Matthew R. Pierce, Esq. LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Tel: (302) 467-4400 Email: landis@lrclaw.com brown@lrclaw.com pierce@lrclaw.com - and - Andrew G. Dietderich, Esq. James L. Bromley, Esq. Brian D. Glueckstein, Esq. Alexa J. Kranzley, Esq. SULLIVAN & CROMWELL LLP 125 Broad Street New York, NY 10004 Tel: (212) 558-4000 Email: dietdericha@sullcrom.com bromleyj@sullcrom.com gluecksteinb@sullcrom.com kranzleya@sullcrom.com 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. GLOBAL MEDICAL: $1.94BB Bank Debt Trades at 35% Discount -------------------------------------------------------- Participations in a syndicated loan under which Global Medical Response Inc is a borrower were trading in the secondary market around 65.0 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.94 billion facility is a Term loan that is scheduled to mature on March 14, 2025. About $1.84 billion of the loan is withdrawn and outstanding. Global Medical Response Inc and GMR Buyer Corp provide emergency air medical services. GLOBAL MEDICAL: $1.98BB Bank Debt Trades at 35% Discount -------------------------------------------------------- Participations in a syndicated loan under which Global Medical Response Inc is a borrower were trading in the secondary market around 64.9 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.98 billion facility is a Term loan that is scheduled to mature on October 2, 2025. About $1.94 billion of the loan is withdrawn and outstanding. Global Medical Response Inc and GMR Buyer Corp provide emergency air medical services. GRAYSON O CO: Gets OK to Hire Iron Horse as Auctioneer ------------------------------------------------------ Grayson O Company received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Iron Horse Auction Co., Inc. as its auctioneer. The firm will assist in the sale of the Debtor's production equipment, machinery, inventory, and other tangible personal property. Iron Horse will receive a commission of 15 percent on items that bring up to $5,000, 10 percent on items that bring $5,000.01 to $15,000, and 5 percent on items that bring $15,000.01 or higher. In addition to its commissions, Iron Horse or an affiliate may charge the estate a marketing fee not to exceed $5,000. William Lilly, Jr., a member at Iron Horse Auction, 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: William B. Lilly, Jr. Iron Horse Auction Co., Inc. 174 Airport Rd. Rockingham, NC 28379 Telephone: (910) 997-2248 About Grayson O Company Grayson O Company sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-50124) on May 15, 2023. In the petition signed by Jared Stamey, vice president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Laura T. Beyer oversees the case. Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, represents the Debtor as legal counsel. GRIFFON MONKEY: Public Auction Slated for January 2024 ------------------------------------------------------ Newmark & Company Real Estate Inc., on behalf of ACM CRE Seller 2 LLC, as successor of ACM CRE Fund 1-L LLP ("Secured Party"), offers for sale at a Uniform Commercial Code sale to be held on Jan. 11, 2024, at 10:00 p.m. ET at the offices of Ellis George Cipollone O'Brien Annaguey LLP, at 152 W. 47th Street, 28th Floor, New York, New York 10019, and via Zoom at https://bit.ly/17W24UCC, 100% of the issued and outstanding limited liability company interests of Griffon Monkey LLC ("mortgage borrower") delivered by DS 17 West 24th Street Holding LLC ("pledgor") to and for the benefit of secured creditor, along with such other property of pledgor related to the interests as described in section 2 of the pledged and security agreement ("pledged agreement") available for review at https://rimarketplace.com/listing/38890 upon execution of a confidentiality and non-disclosure agreement. Mortgage borrower owns, leases, and controls a commercial property located at 17 West 24th Street, New York, New York 10010 ("property"). Secured creditor made certain loans pursuant to an acquisition loan agreement dated as of Oct. 4, 2019, by and between mortgage borrower and secured creditor, as amended by, inter alia, that certain first amendment to acquisition loan, omnibus amendment to loan documents and satisfaction of project loan dated as of Oct. 4, 2022, by and between mortgage borrower and secured creditor, that certain second amendment to acquisition loan agreement dated as of March 28, 2023, by and between mortgage borrower and secured creditor which were secured by inter alia, pledge agreement, by which pledgor pledged the collateral to secured creditor, and granted to secured creditor a first priority security interest in and to the collateral. Secured creditor is offering the collateral for sale in connection with the foreclosure of the pledge of such collateral. Newmark can be reached at: Brock Cannon Newmark & Company Real Estate Inc. Tel: 212-372-2066 Email: brock.cannon@nmrk.com GUZZINO COMMERCIAL: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Guzzino Commercial, LLC 4319 Edgewater Dr. Lake Charles, LA 70605 Chapter 11 Petition Date: October 31, 2023 Court: United States Bankruptcy Court Western District of Louisiana Case No.: 23-20489 Judge: Hon. John W. Kolwe Debtor's Counsel: Arthur A. Vingiello, Esq. THE STEFFES FIRM, LLC 13702 Coursey Blvd. Building 3 Baton Rouge, LA 70817 Phone: 225-751-1751 Email: avingiello@steffeslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Phillip Anthony Guzzino as managing member. 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/NI5BOUI/Guzzino_Commercial_LLC__lawbke-23-20489__0001.0.pdf?mcid=tGE4TAMA HARRIS ENERGY: Hires Trace Forensic Experts as Forensic Analyst --------------------------------------------------------------- Harris Energy Group, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Trace Forensic Experts, LLC as their forensic analyst. The Debtors need a forensic analyst to review their financials and opine on their financial condition and values. The hourly rates of the firm's professionals are as follows: Deborah J. Temkin, Managing Member $400 Other experts $225 - $385 Associates $100 - $150 Junior Staff $50 - $70 In addition, the firm will seek reimbursement for expenses incurred. Ms. Temkin 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: Deborah J. Temkin Trace Forensic Experts, LLC P.O. Box 305 North Lake, WI 53064 Telephone: (630) 336-7027 Email: deb@traceforensic.com About Harris Energy Group Harris Energy Group, Inc. and affiliates own, operate, and develop hydroelectric power plants in Wisconsin, Michigan, Iowa, and Illinois, generating power for sale to public utilities, governmental agencies, and private power producers. The plants generate power when water from rivers or lakes flows through the blades of a turbine. The turbines are connected to a generator that makes electricity, which is then sold to either the Midcontinent Independent System Operation or other public entities or private companies through power purchase agreements. Harris Energy and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Lead Case No. 23-21117) on March 16, 2023. In the petition signed by its chairman, William D. Harris, Harris Energy disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Katherine Maloney Perhach oversees the cases. The Debtors tapped Paul G. Swanson, Esq., at Steinhilber Swanson, LLP as legal counsel; MS Financial Services as financial advisor; and Trace Forensic Experts, LLC as forensic analyst. HART INC: Seeks to Hire Rimon PC as Special Corporate Counsel ------------------------------------------------------------- Hart, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Rimon, P.C. as its special corporate counsel. The firm will render these services: a. assist the Debtor's general bankruptcy counsel to negotiate financial terms with secured lenders; b. address employment, intellectual property, and contract matters, such as negotiating employment contracts, addressing employee claims, or negotiating contracts with third party businesses; c. assist with compliance with corporate formalities and best corporate practices, to address corporate issues as they develop during this bankruptcy case, under a proposed plan, or other substantial transactions, and otherwise as the Debtor works to emerge successfully from this case; and d. assist the Debtor with compliance with applicable non-bankruptcy laws as they impact the Debtor's business and financial affairs. Rimon will bill at a rate of $640 per hour for the services of partner Glenn Smith. To the extent any of Rimon's associates are needed to render services, their rate shall be $400 per hour. Charges for the service of paraprofessionals are billed at $250 per hour. The Debtors believe that Rimon and the professionals are not disinterested persons as that term is defined in 11 U.S.C. Sec. 101(14). The firm can be reached through: Glenn D. Smith, Esq. RIMON, P.C. 2029 Century Park East, Suite 400N Los Angeles, CA 90067 Phone: (310) 241-1354 Email: Glenn.Smith@Rimonlaw.com About Hart Inc. Hart, Inc., founded in 2012 in Orange County, Calif., was created to enhance the healthcare system through the use of state of-the-art data management software. It designed a platform that seamlessly integrates all data sources into a unified source of reliable, up-to-the-minute information. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11937) on Sept. 21, 2023, with $1,667,728 in assets and $21,510,861 in liabilities. Dominique Gross, chief executive officer, signed the petition. Judge Scott C. Clarkson oversees the case. Zev Shechtman, Esq., at Danning, Gill, Israel & Krasnoff, LLP represents the Debtor as legal counsel. HARTMAN SPE: Comm. Taps Phoenix Management as Financial Advisor --------------------------------------------------------------- The official committee of unsecured creditors of Hartman SPE, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Phoenix Management Services, LLC, a wholly owned subsidiary of J.S. Held, LLC as its financial advisor. The firm will render these services: (a) assist in the assessment and monitoring of cash flow budgets, liquidity and operating results; (b) assist in the review of Court disclosures, including the Schedules of Assets and Liabilities, the Statements of Financial Affairs, Monthly Operating Reports, and Periodic Reports; (c) assist in the review of the Debtor's cost/benefit evaluations with respect to the assumption or rejection of executory contracts and/or unexpired leases; (d) assist in the analysis of any assets and liabilities and any proposed transactions for which Court approval is sought; (e) attend meetings with the Debtor, the Debtor's lenders and creditors, the Committee and any other official committees organized in this chapter 11 case, the U.S. Trustee, other parties in interest, and professionals hired by the same, as requested; (f) assist in the review of any tax issues; (g) assist in the investigation and pursuit of causes of actions; (h) assist in the review of the claims reconciliation and estimation process; (i) assist in the review of the sales or dispositions of the Debtor's assets; (j) assist in the review and/or preparation of information and analysis necessary for the confirmation of a plan in this chapter 11 case; and (k) render such other general business consulting or such other assistance as the Committee or its counsel may deem necessary, consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this chapter 11 case. The firm will be paid at these hourly rates: Senior Managing Directors $525 - $795 Senior Advisors $450 - $750 Managing Directors $450 - $650 Senior Directors $415 - $575 Directors $375 - $495 Associate Director, Vice Presidents & Sr. Associates $295 - $450 Analysts/Associates $195 - $350 Administrative Staff $125 - $275 Michael Jacoby, a managing director of Phoenix Management Services, LLC, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Jacoby PHOENIX MANAGEMENT SERVICES LLC 1382 West Ninth Street, Suite 310 Cleveland, OH 44113 About Hartman SPE, LLC Hartman SPE, LLC is a lessor of nonresidential buildings based in Houston, Texas. Hartman SPE filed a voluntary Chapter 11 petition (Bankr. D. Del. Lead Case No. 23-11452) on Sept. 13, 2023, with $100 million to $500 million in both assets and liabilities. David Wheeler, president, signed the petition. Judge Mary F. Walrath oversees the case. The Debtor tapped Katten Muchin Rosenman, LLP as bankruptcy counsel; Chipman Brown Cicero & Cole, LLP as Delaware counsel; and Epiq Corporate Restructuring, LLC as administrative advisor. HAWAIIAN HOLDINGS: Reports 2023 Third Quarter Financial Results --------------------------------------------------------------- Hawaiian Holdings, Inc. reported its financial results for the third quarter of 2023. Hawaiian posted wider net loss of $48.72 million for the recent quarter compared to a net loss of $9.27 million for the same period a year ago. As of September 30, 2023, the Company had: * Unrestricted cash, cash equivalents and short-term investments of $1.13 billion; * $1.39 billion in liquidity, including its undrawn $235 million revolving credit facility; and * Outstanding debt and finance lease obligations of $1.65 billion The Company reported that third quarter revenue was trending positively in July, but the devastating wildfires in Lahaina in West Maui on August 8, 2023 caused a sharp decrease in traffic to Maui. With most areas of the island unaffected by the fires and portions of West Maui reopening to tourism on October 8, 2023, demand for travel to Maui is recovering, but remains below historical levels. Hawaiian's third quarter schedule was negatively impacted by the July 25, 2023 announcement from RTX, parent company of Pratt & Whitney, of anticipated accelerated removals and inspections of a significant portion of the PW1100G-JM engine fleet, which powers Hawaiian's A321neo aircraft. This unanticipated time out of service resulted in, among other things, lower-than-expected capacity growth in the quarter. Operating revenue was down 1.8% from the third quarter of 2022 on 4.1% higher capacity across Hawaiian's network. Passenger traffic remained strong on Hawaiian's Japan routes in the third quarter of 2023. International revenue increased 90.9% from the third quarter of 2022 on a 43.6% increase in capacity. "I am immensely proud of our team's continued focus on moving our company forward, particularly in a quarter affected by the tragic wildfires in Maui," said Hawaiian Airlines President and CEO Peter Ingram. "Underlying demand remains resilient, our brand and business model are core strengths and the major investments we are making now will create substantial value in 2024 and beyond." A full-text copy of the Company's report is available at https://tinyurl.com/mrxdt38z About Hawaiian Holdings Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. provides transportation services. As of September 30, 2023, Hawaiian Holdings has $3,923,260 in total assets and $3,744,502 in total liabilities. Egan-Jones Ratings Company on August 15, 2023, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Hawaiian Holdings, Inc. EJR also withdraws rating on commercial paper issued by the Company. As reported by the TCR on Oct. 18, 2023, Fitch Ratings has revised the Rating Outlook for Hawaiian Holdings, Inc. and Hawaiian Airlines, Inc. to Negative from Stable and has affirmed both entities' IDRs at 'B-'. In addition, Fitch has affirmed the Hawaiian Brand Intellectual Property, Ltd's, and Hawaiian Miles Loyalty, Ltd's senior secured debt at 'B+'/'RR2'. The Negative Outlook is driven by Fitch's expectation for weaker coverage and liquidity levels in the near to intermediate term. This is due to a delayed recovery in profitability driven by continued heavy competition that has been exacerbated by recent maintenance issues with Pratt and Whitney's geared turbo fan (GTF) engines. Fitch forecasts EBITDAR fixed charge coverage to run around 1x in near to immediate term, absent material improvement in profitability, which Fitch considers weak for the 'B-' rating. Support for the rating includes Hawaiian's current sizable liquidity balance that stands at $1.3 billion as of June 30, 2023. Hawaiian is expected to receive additional liquidity through compensation from RTX and cash flow related to flying air cargo for Amazon. However, visibility on these cash flows are limited. Fitch expects to resolve the Outlook within 12 to 18 months. Should Hawaiian exhibit an ability to manage profitability and improve its coverage ratio toward 1.25x, the Outlook may be revised to Stable, whereas continued underperformance may drive a downgrade. HEALTHEQUITY INC: S&P Upgrades ICR to 'BB', Outlook Stable ---------------------------------------------------------- S&P Global Ratings raised all ratings on Draper, Utah-based HealthEquity Inc., including its issuer credit rating to 'BB' from 'BB-'. The stable outlook reflects S&P's forecast of good free operating cash flow (FOCF) and strong profit generation from organic and acquisitive growth. HealthEquity will continue to benefit from higher interest rates and a growing health savings account (HSA) marketplace over the next several years. S&P said, "We project about 14% revenue growth in fiscal 2024 (ending Jan. 31, 2024) due to a high-single-digit percent increase in the number of HSA accounts, growing average account values, and higher yields on HSA cash. We believe increasing adoption of high-deductible health plans paired with HSA accounts will support ongoing industry growth at least over the next one to two years, and HealthEquity is well-positioned to capture an outsized share of the growing market. Still, we forecast stalling growth in average assets per account in fiscal 2025 as more new accounts are opened and members utilize their HSA cash for health care needs. We expect increasing scale of HealthEquity's HSA portfolio will enable top line and margin expansion, and we also anticipate significant tailwinds over the next one to two years due to rising yields. HealthEquity's recently reported yield on HSA cash of 2.37% includes large tranches of fixed rate deposits at low interest rates that will roll into new tranches over the next couple of years. This will likely lead to consistently increasing returns, though we maintain a conservative forecast for yields to increase to about 2.5%, as we account for uncertainty around future interest rates, timing of placements, and potential higher rates paid out to members. Despite our conservative yield assumptions, we forecast S&P Global Ratings-adjusted EBITDA margin increasing to about 30% this year, and sustained above 30% in future years." S&P also anticipates lower volatility of yield on HSA cash as the company continues to increase penetration of its enhanced rate offering. This is based on flexibility embedded within HealthEquity's group annuity contracts with its insurance company partners, which provides liquidity while cash is invested in annuities, reducing its need to maintain exposure to floating rate deposits. The Conduent HSA portfolio acquisition furthers HealthEquity's leading market position. The BenefitWallet portfolio consists of 665,000 HSA accounts totaling $2.7 billion in HSA assets. HealthEquity will expand its market-leading position with this acquisition, and S&P believes additional portfolio acquisitions that accelerate its growth are likely over the coming years. Absent additional portfolio acquisitions, we anticipate HealthEquity's HSA portfolio will swell to over $28 billion in fiscal 2025 and approach $30 billion in 2026. As the company onboards newly acquired HSA assets into its annuity products through its enhanced rate offering next year, it will likely benefit from the higher interest rate environment. HealthEquity's strong liquidity and somewhat conservative leverage profile also support the upgrade. As of July 31, 2023, the company reported a cash balance of $290 million and full availability under its $1 billion revolving credit facility. The company made a voluntary $50 million term loan prepayment in April 2023, which satisfied its amortization needs through the next few years. It also has a track record of issuing equity ahead of larger, transformative acquisitions such as with WageWorks and Further. S&P said, "We think these actions reflect management's prudent financial policy, although we note the possibility for future debt-financed portfolio acquisitions. For example, we expect the company's recently announced acquisition of Conduent's HSA portfolio to lead to about 0.5x increase in S&P Global Ratings-adjusted leverage to the mid-2x area in fiscal 2025 from expected 2x in fiscal 2024. The acquisition will be funded by cash and revolver borrowings, though we anticipate the company will pay down its revolver borrowings over time." S&P said, "Following our improved view of the business, we now calculate S&P Global Ratings-adjusted debt net of accessible cash. Still, our calculation of EBITDA treats capitalized software development costs as operating expenses and does not provide add-back benefits for merger integration and other expenses. In the recent 12-month period, S&P Global Ratings-adjusted debt to EBITDA of 2.6x was 0.8x higher than management-calculated leverage. While we anticipate S&P Global Ratings-adjusted debt to EBITDA will be sustained below 3x, we acknowledge future opportunistic acquisitions could lead to temporarily elevated leverage. "HealthEquity maintains a large, diverse base of over 120,000 employer clients and more than 200 network partners, limiting customer concentration risk. However, high industry competition will likely present challenges to ongoing growth. In our view, the company's consistent growth partially results from maintaining good relationships with its partners. As the market for HSA and other consumer directed benefits (CDB) account products continues to grow, we anticipate further expansion of HealthEquity's client base. However, competition for new business is fierce with formidable peers, such as Optum, Fidelity, HSA Bank, and others vying for new business wins. To win new clients, HealthEquity must provide a favorable value proposition, including interest rates on HSA cash, maintenance fees, investment options for members, and an easy-to-use platform. While it has been successful at growing its market share over the past several years, potential operational missteps or a failure to maintain a compelling value proposition could cause it to forfeit new and existing clients. "The stable outlook reflects our expectation HealthEquity will continue to follow conservative financial policies, with steady growth in new accounts and assets. We believe this will allow continuous revenue and EBITDA growth over the next year, while sustaining leverage below 3x." ESG credit factors have no material influence on S&P's rating analysis of the company. HELIX ENERGY: Reports Third Quarter 2023 Results ------------------------------------------------ Helix Energy Solutions Group, Inc. filed with the Securities and Exchange Commission its financial results for the third quarter of 2023. Helix Energy reported net income of $15.6 million, or $0.10 per diluted share, for the third quarter 2023 compared to $7.1 million, or $0.05 per diluted share, for the second quarter 2023 and a net loss of $18.8 million, or $(0.12) per diluted share, for the third quarter 2022. Helix reported adjusted EBITDA of $96.4 million for the third quarter of 2023 compared to $71.3 million for the second quarter of 2023 and $52.6 million for the third quarter of 2022. Helix reported a net income of $17.5 million, or $0.11 per diluted share for the nine months ended September 30, 2023, compared to a net loss of $90.5 million, or $(0.60) per diluted share, for the nine months ended September 30, 2022. Adjusted EBITDA for the nine months ended September 30, 2023, was $202.8 million compared to $71.9 million for the nine months ended September 30, 2022. In a press statement, Owen Kratz, President and Chief Executive Officer of Helix, stated, "The efforts of our team are paying off, and with the improving market, we achieved our highest quarterly revenue and EBITDA since 2014, with sequential improvements realized in all of our business segments. Our third quarter results benefitted from seasonally strong utilization in the North Sea and Gulf of Mexico. Our Well Intervention segment saw a significant increase in activity with the Q7000 working a full quarter and the Q4000 completing dry dock activities at the end of July. Our Robotics segment continues to perform at high levels with strong trenching activities in Europe and Asia Pacific. Our Shallow Water Abandonment segment is performing well, and we enhanced our competitive position with the acquisition of five additional P&A systems during the third quarter. We expect to finish 2023 with strong seasonally adjusted performance, establishing a solid foundation for further improvements in 2024." A full-text copy of the Company's report is available at https://tinyurl.com/mr2s2uy8 About Helix Energy Headquartered in Houston, Texas, Helix Energy Solutions Group, Inc. is an American oil and gas services company. Egan-Jones Ratings Company on June 23, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Helix Energy Solutions Group, Inc. As of June 30, 2023, Helix Energy reported $2,423,845,000 in total assets and $891,917,000 in total liabilities. IDOCKET.COM LLC: Seeks to Hire Mullin Hoard & Brown as Attorney --------------------------------------------------------------- iDocket.com, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Mullin Hoard & Brown, LLP to handle its Chapter 11 case. The firm will render these legal services: (a) prepare legal papers; (b) advise the Debtor regarding the preparation of operating reports, motions for use of cash collateral, and development of a Chapter 11 Plan; and (c) provide all other necessary legal services. The hourly rates of the firm's counsel and staff are as follows: Partners/Associates $225 - $450 Paralegals $155 - $185 Law Clerks $110 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $65,000. Brad Odell, Esq., a partner at Mullin Hoard & Brown, 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: Brad W. Odell, Esq. MULLIN HOARD & BROWN, LLP P.O. Box 2585 Lubbock, TX 79408 Telephone: (806) 765-7491 Facsimile: (806) 765-0553 Email: shoard@mhba.com About iDocket.com, LLC iDocket is a Texas-based, Hispanic- and Woman-Owned S-Corporation headquartered in Amarillo, Texas. iDocket.com, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-20220) on Oct. 9, 2023. The petition was signed by Amelia Balderrama, Esq. as president. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Brad W. Odell, Esq. at MULLIN HOARD & BROWN, LLP represents the Debtor as counsel. JENKAM BUILDERS: Selling Property to Metro Financial for $605,000 ----------------------------------------------------------------- Jenkam Builders, LLC asked the U.S. Bankruptcy Court for the Northern District of Texas to approve the sale of its real property to Metro Financial & Investment Services, Inc. Metro Financial offered the sum of $605,000 for the property located at 2522 Hardwick Lane, Cedar Hill, Texas. The property is being sold "free and clear" of liens, claims and encumbrances. FCI Lender Services holds a secured lien on the property in the amount of $506,000. Its claims will attach to the proceeds of sale. The sale proceeds will be held by the title company pending an order approving distribution of the proceeds. Joyce Lindauer, Esq., Jenkam's attorney, said the proposed sale price is "fair and reasonable" considering the present market and condition of the property. About Jenkam Builders Jenkam Builders, LLC filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-31960) on Sept. 4, 2023, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Scott W. Everett oversees the case. Joyce W. Lindauer of Joyce W. Lindauer Attorney, PLLC represents the Debtor as legal counsel. KIM HOWARD: Seeks to Hire Larry A. Vick as Bankruptcy Counsel ------------------------------------------------------------- Kim Howard Corporation filed an amended application seeking approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Larry A. Vick to serve as legal counsel in its Chapter 11 case. The firm's services include: a. analyzing the financial situation and rendering legal assistance to the Debtor; b. advising the Debtor with respect to its rights, duties, and powers in this case; c. representing the Debtor at all hearings and other proceedings; d. preparing schedules of assets and liabilities, statements of affairs, motions and other legal papers; e. representing the Debtor at any meeting of creditors; f. representing the Debtor in all proceedings before the court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; g. preparing and filing a disclosure statement and Chapter 11 plan of reorganization; h. assisting the Debtor in analyzing the claims of creditors and in negotiating with such creditors; and i. assisting the Debtor in any matters related to the case. The firm will be paid at hourly rates as follows: Attorneys $450 The Law Offices of Larry A. Vick will also be reimbursed for its out-of-pocket expenses. The firm received a retainer in the amount of $7,500. Larry Vick, Esq., a partner at the Law Offices of Larry A. Vick, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Larry A. Vick, Esq. LAW OFFICES OF LARRY A. VICK 13501 Katy Freeway, Suite 1460 Houston, TX 77079 Tel: (832) 413-3331 Fax: (832) 202-2821 Email: lv@larryvick.com About Kim Howard Corporation Kim Howard Corporation sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33449) on Sep. 5, 2023, listing under #1 million in both assets and liabilities. LAWRENCE COUNTY: Seeks to Hire Lefkovitz & Lefkovitz as Counsel --------------------------------------------------------------- Lawrence County Hospitality, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Lefkovitz & Lefkovitz, PLLC as its legal counsel. The Debtor requires legal counsel to: (a) give advice regarding the Debtor's rights, duties and powers; (b) prepare and file statements and schedules, plans, and other documents and pleadings necessary to be filed by the Debtor in this proceeding; (c) represent the Debtor at all hearings, meetings of creditors, conferences, trials, and any other proceedings in this case; and (d) perform such other legal services as may be necessary in connection with this case. The hourly rates of the firm's counsel and staff are as follows: Steven L. Lefkovitz $600 Jay R. Lefkovitz $450 Michelle L. Spezia $450 Associate Attorneys $350 Paralegals $125 The firm received a retainer of $7,500 plus the filing fee of $1,738 from the Debtor. Steven Lefkovitz, Esq., an attorney at Lefkovitz & Lefkovitz, 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: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: slefkovitz@lefkovitz.com About Lawrence County Hospitality Lawrence County Hospitality, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-03820) on Oct. 19, 2023, with $179,172 in total assets and $2,244,591 in total liabilities. Mike Stetar, president, signed the petition. Judge Marian F. Harrison oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC serves as the Debtor's legal counsel. LVL TECHNOLOGIES: Seeks to Hire Erik Johanson as Legal Counsel -------------------------------------------------------------- LVL Technologies USA Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Erik Johanson, PLLC as its legal counsel. The Debtor requires legal counsel to: (a) prepare legal papers; (b) negotiate with creditors and attempt to reach a consensual plan of reorganization; (c) prepare and file Chapter 11 Plan and solicit acceptances of such Plan; and (d) perform other necessary services in connection with the Debtor's bankruptcy case. The Debtor paid the firm a pre-bankruptcy retainer of $21,738. The hourly rates of the firm's counsel and staff are as follows: Attorneys $275 - $395 Paraprofessionals $125 - $150 Erik Johanson, Esq., 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: Erik Johanson, Esq. Joseph R. Boyd, Esq. Erik Johanson PLLC 3414 W. Bay to Bay Blvd., Suite 300 Tampa, FL 33629 Telephone: (813) 210-9442 Email: erik@johanson.law jr@johanson.law About LVL Technologies USA LVL Technologies USA Inc. filed a voluntary petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 23-04652) on Oct. 18, 2023, with as much as $1 million in both assets and liabilities. Erik Johanson PLLC represents the Debtor as legal counsel. M & J HOME: Seeks to Hire Murray Law as Bankruptcy Counsel ---------------------------------------------------------- M AND J Home Improvement, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Murray Law Firm, P.C. to handle the Chapter 11 proceedings. The firm will bill $350 per hour for its services. The Debtor received from the Debtor a retainer of $7,000, plus filing fee of $1,738. Christopher Murray, Esq., a partner at Murray Law Firm, 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: Christopher Murray, Esq. Murray Law Firm, P.C. 39 Union Avenue, 2nd Floor Sudbury, MA 01776 Tel: (978) 579-9800 Email: Chris@DanielMurrayLaw.com About M AND J Home Improvement M AND J Home Improvement, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-40874) on Oct 20, 2023, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Elizabeth D Katz presides over the case. Christopher L. Murray, Esq. at the Murray Law Firm, P.C. represents the Debtor as counsel. MAGENTA BUYER: $3.18BB Bank Debt Trades at 28% Discount ------------------------------------------------------- Participations in a syndicated loan under which Magenta Buyer LLC is a borrower were trading in the secondary market around 71.7 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $3.18 billion facility is a Term loan that is scheduled to mature on July 27, 2028. The amount is fully drawn and outstanding. Magenta Buyer LLC is a provider of cybersecurity software that derives revenue from the sale of security products, subscriptions, SaaS, support and maintenance, and professional services. MAGENTA BUYER: $750MM Bank Debt Trades at 61% Discount ------------------------------------------------------ Participations in a syndicated loan under which Magenta Buyer LLC is a borrower were trading in the secondary market around 39.3 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $750 million facility is a Term loan that is scheduled to mature on July 27, 2029. The amount is fully drawn and outstanding. Magenta Buyer LLC is a provider of cybersecurity software that derives revenue from the sale of security products, subscriptions, SaaS, support and maintenance, and professional services. MOLEKULE INC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Molekule Group, Inc., an affiliate of Molekule, Inc. About Molekule Inc. Molekule is a manufacturer of air purifiers based in Palm Beach Gardens, Fla. Molekule Inc. and affiliate, Molekule Group, Inc., filed Chapter petitions (Bankr. S.D. Fla. Lead Case No. 23-18093) on Oct. 3, 2023. In the petition signed by CFO Ryan Tyler, Molekule Inc. disclosed $11,592,471 in assets and $46,952,909 in liabilities. Judge Mindy A. Mora oversees the cases. Bradley S. Shraiberg, Esq., at Shraiberg Page, PA, is the Debtors' legal counsel. MOZ CORP: Seeks to Hire The Falcone Law Firm as Bankruptcy Counsel ------------------------------------------------------------------ Moz Corp, doing business as Moz Corp Logistics, seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ The Falcone Law Firm, PC. The Debtor requires legal counsel to: (a) advise, assist, and represent the Debtor regarding its rights, powers, duties, and obligations in the administration of its Chapter 11 case; (b) advise, assist, and represent the Debtor in connection with the analysis of its assets, liabilities, financial condition, and other matters related to its business; (c) advise, assist, and represent the Debtor in the preparation, negotiation, and implementation of a plan of reorganization; (d) advise, assist, and represent the Debtor regarding objections to or subordination of claims and other litigation as required by the Debtor; (e) advise, assist, and represent the Debtor regarding the rejection of assumption and potential assignment of any executory contracts or unexpired leases; (f) advise, assist, and represent the Debtor regarding applications, motions or complaints concerning the use of the estate's assets and similar matters; (g) advise, assist, and represent the Debtor regarding the sale or other dispositions of any assets of the estate; (h) prepare legal papers; (i) assist the Debtor regarding the proper receipt, disbursement and accounting of funds and property of the estate; and (j) perform any and all other legal services related to the Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Senior Attorneys $400 Associate Attorneys $250 Paralegals $175 Administrative Assistants $75 The firm has received a security deposit of $30,000 from the Debtor. Ian Falcone, Esq., a partner at Falcone Law Firm, 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: Ian M. Falcone, Esq. The Falcone Law Firm, PC 363 Lawrence Street Marietta, GA 30060 Telephone: (770) 426-9359 Email: Imffalconefirm.com About Moz Corp Moz Corp, doing business as Moz Corp Logistics, operates in the general freight trucking industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-60332) on October 19, 2023, with $519,671 in assets and $2,632,303 in liabilities. Mursel Ozkan, president, signed the petition. Judge Barbara Ellis-Monro oversees the case. Ian Falcone, Esq., at The Falcone Law Firm, PC serves as the Debtor's bankruptcy counsel. MP PPH: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------- Gerard Vetter, Acting U.S. Trustee for Region 4, appointed an official committee to represent unsecured creditors in the Chapter 11 case of MP PPH, LLC. The committee members are: 1. Desmond Qualey 2312 Good Hope Road SE Apt. 202 Washington, DC 20020 Phone: (202) 549-6494 2. Dameka Black c/o Mel Zahnd, Esq. Legal Aid of the District of Columbia 1331 H Street, NW Suite 350 Washington, DC 20005 Phone: (202) 386-6671 Fax: (202) 727-2132 3. Carpet Discounter & Wholesaler Inc. c/o Mostafa Norooz, President 8807 Central Ave Capitol Heights, MD 20743 Phone: (301) 343-4666 4. Tony Murphy 2300 Good Hope Rd SE Apt. 910 Washington, DC 20020 Phone: (202) 945-3000 5. Rosemary Blackwell 2324 Good Hope Rd. SE Apt. 204 Washington, DC 20020 Phone: (202) 847-8386 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About MP PPH MP PPH, LLC filed Chapter 11 petition (Bankr. D. D.C. Case No. 23-00246) on Aug. 31, 2023, with $100 million to $500 million in assets and $50 million to $100 million in liabilities. Michael A. Abreu, vice president of operations, signed the petition. Judge: Elizabeth L Gunn oversees the case. The Debtor tapped Marc E. Albert, Esq., at Stinson LLP as bankruptcy counsel; Lewis Brisbois Bisgaard & Smith, LLP and Nixon Peabody, LLP as special counsels; and Noble Realty Advisors, LLC as property manager. MS BEE'S POPCORN: Unsecureds to Split $18K in Consensual Plan ------------------------------------------------------------- Ms Bee's Popcorn & Candy Shoppe, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated October 23, 2023. The Debtor is a full-service family-owned business providing specialty popcorn and candies, headquartered in Lake County, Florida. The Debtor's principal place of business is located at 13900 County Rd 455 Ste 115, Clermont, FL 34711, which is a commercial space leased from Real Sub, LLC, Landlord of the Debtor. Class 1 consists of the Allowed Unsecured Claims against the Debtor. This Class is Impaired. * Consensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $1,596.92. The Debtor proposes to pay unsecured creditors a pro rata portion of $18,000.00. Payments will be made in equal quarterly payments of $1,500.00. Payments shall commence on the fifteenth day of the month, on the first month that begins more than fourteen days after the Effective Date and shall continue quarterly for eleven additional quarters. Pursuant to Section 1191 of the Bankruptcy Code, the value to be distributed to unsecured creditors is greater than the Debtor's projected disposable income to be received in the 3-year period beginning on the date that the first payment is due under the plan. Holders of Class 1 claims shall be paid directly by the Debtor. * Nonconsensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $1,596.92. Accordingly, Debtor proposes to pay unsecured creditors a pro rata portion of its Projected Disposable Income. If the Debtor remains in possession, plan payments shall include the Subchapter V Trustee's administrative fee which will be billed hourly at the Subchapter V Trustee's then current allowable blended rate. Plan Payments shall commence on the fifteenth day of the month, on the first month that is ninety days after the Effective Date and shall continue quarterly for eleven additional quarters. The quarterly payments shall be $1,5000.00. Holders of Class 1 claims shall be paid directly by the Debtor. Class 2 consists of any and all equity interests and warrants currently issued or authorized in the Debtor. This Class is Unimpaired. Holders of a Class 2 interests shall retain their full equity interest in the same amounts, percentages, manner and structure as existed on the Petition Date. The Plan contemplates that the Reorganized Debtor will continue to operate the Debtor's business. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation, cash on hand as of Confirmation shall be available for Administrative Expenses. A full-text copy of the Plan of Reorganization dated October 23, 2023 is available at https://urlcurt.com/u?l=mhtnXL from PacerMonitor.com at no charge. Counsel for Debtor: Jeffrey S. Ainsworth, Esq. Jacob D. Flentke, Esq. BransonLaw, PLLC 1501 East Concord Street Orlando, Florida 32803 Telephone: (407) 894-6834 Facsimile: (407) 894-8559 E-mail: jeff@bransonlaw.com E-mail: jacob@bransonlaw.com About Ms Bee's Popcorn Ms Bee's Popcorn & Candy Shoppe, LLC, is a full-service family owned business providing specialty popcorn and candies, headquartered in Lake County, Florida. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03750) on Sept. 11, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Lori V. Vaughan oversees the case. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, is the Debtor's bankruptcy counsel. NCCD-ORANGE COAST: S&P Affirms 'BB+' Rating on 2018 Revenue Bonds ----------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable and affirmed its 'BB+' rating on California Community College Financing Authority's series 2018 college housing revenue bonds, issued for NCCD-Orange Coast Properties LLC, Calif. "The outlook revision reflects improving occupancy and debt service coverage, which if sustained could result in an upgrade," said S&P Global Ratings credit analyst Laura Macdonald. S&P could consider revising the outlook to stable if the project exhibits weakening occupancy, weaker operating results that pressure debt service coverage, or the need to use reserve funds or rely on district support to meet debt service requirements. A higher rating would be predicated on evidence of sustained solid occupancy; cash flows sufficient to meet covenants absent district support, and debt service payments on an ongoing basis in the range of 1.35x or higher; and a build-up of reserve funds. OCEAN POWER: Delaware Chancery Court Rules in Favor of Paragon -------------------------------------------------------------- Paragon Technologies, Inc. announced that the Delaware Court of Chancery ruled that Paragon set forth a credible basis to suspect wrongdoing by the directors and officers of Ocean Power Technologies and ordered OPT to provide Paragon with certain books and records for an investigation. Paragon made a books and records demand to OPT on July 17, 2023. OPT, however, refused to provide any of the books and records, forcing Paragon to commence litigation on July 26, 2023. During the trial on Oct. 4, 2023, Paragon expressed concerns about, among other things, OPT's alarming financial losses, skyrocketing expenses, and increasing director and officer compensation. Paragon also raised concerns about measures that OPT's board of directors has taken for the apparent purpose of interfering with Paragon's ongoing efforts to elect five new directors at OPT's 2023 annual meeting of stockholders. In finding that Paragon had stated a proper purpose for the books and records demand, the Court found that, considering the totality of the circumstances, Paragon had demonstrated a credible basis that wrongdoing has occurred at OPT. The Court also rejected OPT's allegation that Paragon's true purpose for making the books and demand was improper. "We are extremely pleased with the Court's decision. Paragon presented the facts and facts prevail," stated Sham Gad, Chairman of Paragon. "It's unfortunate that OPT decided to waste shareholder money to fight Paragon rather than simply working constructively with us, as we have consistently been willing to do. No one ever wins at the expense of shareholders." Paragon, a diversified holding company, owns approximately 3.9% of the outstanding shares of the Company as of Oct. 23, 2023, as disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission on Oct. 24, 2023. About Ocean Power Technologies Headquartered in Monroe Township, New Jersey, Ocean Power Technologies, Inc. -- http://www.oceanpowertechnologies.com-- provides ocean data collection and reporting, marine power, offshore communications, and Maritime Domain Awareness ("MDA") products and consulting services. The Company offers its products and services to a wide-range of customers, including those in government and offshore energy, oil and gas, construction, wind power and other industries. The Company is involved in the entire life cycle of product development, from product design through manufacturing, testing, deployment, maintenance and upgrades, working closely with partners across its supply chain. Ocean Power reported a net loss of $26.33 million for the fiscal year ended April 30, 2023, a net loss of $18.87 million on $1.76 million for fiscal year ended April 30, 2022, a net loss of $14.76 million for the 12 months ended April 30, 2021, a net loss of $10.35 million for the 12 months ended April 30, 2020, and a net loss of $12.25 million for the 12 months ended April 30, 2019. OCEAN POWER: Paragon Issues Letter to Independent Directors ----------------------------------------------------------- Paragon Technologies, a diversified holding company which owns approximately 3.9% of the outstanding shares of Ocean Power Technologies, issued a press release disclosing a letter to the independent directors of OPT: To the Independent Directors of Ocean Power Technologies, Inc.: This letter is being provided by Paragon Technologies, Inc. to the independent directors of Ocean Power Technologies, Inc. -- Terence J. Cryan, Peter E. Slaiby, Clyde W. Hewlett, Natalie M. Lorenz-Anderson, and Diana G. Purcel. We suspect that you are not being fully informed and may not fully understand the nature of the actions you have taken, which appear to have been taken not in an effort to carefully carry out your fiduciary duties and allow OPT shareholders to vote on qualified director candidates, but to block those candidates from ever being presented to shareholders. In your extreme efforts to block Paragon's campaign to benefit shareholders, you have approved the following: 1. You adopted new burdensome advance notice by-laws only weeks after Paragon first requested board representation, and in Court you falsely claimed that the purpose of the new provisions was to address new SEC universal proxy rules, which were in effect prior to your last annual meeting. It appears that you designed these by-laws to give OPT the ability to block shareholders from nominating director candidates. 2. You adopted an anti-shareholder poison pill only weeks after Paragon first requested board representation, supposedly to protect OPT's NOLs but despite having significant NOLs for 30 years. We have little doubt that your board discussion regarding the poison pill acknowledged that protecting your NOLs was only a pretext for the poison pill that was aimed at Paragon. 3. You have engaged multiple high-priced law firms, not to ensure that OPT's shareholders have the benefit of a fair election at your 2023 annual meeting, but to impede and block Paragon's efforts to even nominate director candidates. While the company has annual revenues of only $2.7 million and annual losses of $26.3 million, you are likely to pay more than a few million dollars to these law firms. Shouldn't your fiduciary duties require you to preserve the cash and just let shareholders vote? 4. You engaged an extremely expensive proxy defense firm, which OPT can hardly afford, that does not appear to have the goal of assisting you in carefully fulfilling your fiduciary duties. Ask your expensive defense firm if their goal is to help you facilitate a fair election for your shareholders or to block Paragon's director candidates at any cost. 5. You blocked Paragon from having access to OPT books and records so that it could investigate why OPT keeps increasing expenses and board and management compensation when OPT keeps losing more and more money, knowing that this would lead to expensive litigation. You lost this litigation, with the Court finding a "credible basis that wrongdoing occurred" at OPT under your supervision. 6. Instead of working cooperatively with Paragon regarding access to books and records, you immediately filed and wasted additional OPT resources on a motion to disqualify our counsel, which you lost. 7. You rejected Paragon's nomination notice, instead of allowing shareholders to vote to decide who their directors will be, knowing that this would lead to a second expensive litigation that is now pending. 8. You engaged in bad faith with Paragon's request for shareholder lists, falsely telling the Court that Paragon requested lists without intending to collect them, while offering the lists subject to conditions that Paragon, its nominees and proxy advisor could not reasonably accept and subject to the payment of an unjustified ransom. You continue to play games with Paragon's request for shareholder lists, which will likely lead to a third expensive litigation that OPT can hardly afford. 9. You appear to be engaged in a strategy to increase Paragon's costs, while OPT itself can hardly afford the exorbitant fees you are incurring, as OPT's losses continue to grow and its stock price continues to decline. In the registration statement that you signed and filed with the SEC, should you disclose to investors currently buying your stock through the market the extreme amounts you plan to spend blocking a fair election? 10. You have ignored Paragon's calls for OPT to cut costs. Instead, your CFO has said that expenses will be at the same level in fiscal 2024 and your CEO has said that OPT's "strategy is working," while OPT continues to march steadily towards insolvency. Why not just let shareholders vote? What is your management afraid of? Are you completely comfortable spending OPT's precious cash, cash that is declining rapidly due to OPT's increasing expenses, while trying to raise funds by selling stock at $0.32 per share? You will soon be the subject of depositions and likely further litigation regarding the details of these actions. We strongly suggest that you engage independent counsel to provide you with unbiased advice. About Ocean Power Technologies Headquartered in Monroe Township, New Jersey, Ocean Power Technologies, Inc. -- http://www.oceanpowertechnologies.com-- provides ocean data collection and reporting, marine power, offshore communications, and Maritime Domain Awareness ("MDA") products and consulting services. The Company offers its products and services to a wide-range of customers, including those in government and offshore energy, oil and gas, construction, wind power and other industries. The Company is involved in the entire life cycle of product development, from product design through manufacturing, testing, deployment, maintenance and upgrades, working closely with partners across its supply chain. Ocean Power reported a net loss of $26.33 million for the fiscal year ended April 30, 2023, a net loss of $18.87 million on $1.76 million for fiscal year ended April 30, 2022, a net loss of $14.76 million for the 12 months ended April 30, 2021, a net loss of $10.35 million for the 12 months ended April 30, 2020, and a net loss of $12.25 million for the 12 months ended April 30, 2019. As of Jan. 31, 2023, the Company had $59.04 million in total assets, $6.10 million in total liabilities, and $52.94 million in total shareholders' equity. ORBITAL INFRASTRUCTURE: Davis Polk Advises Lenders in Chapter 11 ---------------------------------------------------------------- Davis Polk advised the prepetition secured lenders and DIP lenders in connection with the chapter 11 restructuring of Orbital Infrastructure Group, Inc. (OIG), and on a credit bid by the prepetition secured lenders and members of management pursuant to Section 363 of the Bankruptcy Code for all of the equity interests of OIG's non-debtor subsidiary, Front Line Power Construction, LLC. In connection with the purchase, Front Line incurred a $14.4 million super senior takeback facility and a $100.0 million first-lien takeback facility. The sale of Front Line was approved by the United States Bankruptcy Court for the Southern District of Texas on October 5, 2023. Front Line is a full-service electrical infrastructure service company based in Houston, Texas. Front Line provides construction, maintenance and emergency response services. The Davis Polk restructuring and finance team included partners Angela M. Libby and Christian Fischer, counsel Josh Sturm and associates Joseph W. Brown, Timothy H. Oyen, David Kratzer, Ethan Stern and Chinelo Krystal Okonkwo. The corporate team included counsel Jacob S. Kleinman. The tax team included partner Mario J. Verdolini and counsel Tracy L. Matlock. All members of the Davis Polk team are based in the New York office. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. About Orbital Infrastructure Group Orbital offers a comprehensive suite of infrastructure solutions, providing engineering, design, construction, maintenance, and disaster recovery services to electric power, telecommunications, and renewable energy customers, of which electric power and telecommunication segments are still active. Orbital Infrastructure sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90763) on Aug. 23, 2023. In the petition filed by James F. O'Neil III, as chief executive officer, the Debtor reported total assets as of June 30, 2023 amounting to $24,185,668 and total debt of $225,850,276. The case is overseen by the Honorable Bankruptcy Judge David R. Jones. The Debtors tapped HAYNES AND BOONE, LLP as counsel, and MOELIS & COMPANY as investment banker. DONLIN, RECANO & COMPANY, INC., is the claims agent. ORCHID MERGER: $400MM Bank Debt Trades at 29% Discount ------------------------------------------------------ Participations in a syndicated loan under which Orchid Merger Sub II LLC is a borrower were trading in the secondary market around 71.0 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $400 million facility is a Term loan that is scheduled to mature on July 27, 2027. About $352.8 million of the loan is withdrawn and outstanding. Orchid Merger Sub II LLC provides Technology services (IT services). PECF USS INTERMEDIATE: $2BB Bank Debt Trades at 24% Discount ------------------------------------------------------------ Participations in a syndicated loan under which PECF USS Intermediate Holding III Corp is a borrower were trading in the secondary market around 75.9 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $2 billion facility is a Term loan that is scheduled to mature on December 15, 2028. About $1.97 billion of the loan is withdrawn and outstanding. PECF USS Intermediate Holding III Corporation is the issuing entity for a debt extended to United Site Services Inc., a provider of portable sanitation and related site services. PHUNWARE INC: Appoints Mike Snavely as New CEO ---------------------------------------------- Phunware, Inc. announced changes in its senior management in support of implementing an expanded vision for the Company. Senior Management Change The Board of Directors has appointed the Company's Chief Revenue Officer, Mike Snavely, as Phunware's new CEO, effective Oct. 26, 2023. Mike brings 20+ years of leadership experience at technology companies, having previously led the Software business at Phunware and several other technology companies such as Sonic Foundry, Mutual Mobile and Bazaarvoice. Former CEO Russ Buyse has moved into a consulting role with the Company. Separately, Board Member Kathy Tan Mayor has elected to resign from the Board, effective Oct. 26, 2023. Expanded Corporate Vision The Company is augmenting its revenue model to encompass new ways of directly and indirectly monetizing its portfolio of patents and other IP and economic interests in other IP; this includes AI as part of its product offerings, in addition to strengthening and leveraging its software distribution network with channel, distribution and integration partners such as Cox Business and Siemens Connect. Phunware is also evaluating the evolving business and regulatory landscapes to determine the appropriate evolution and expansion of its digital asset ecosystem for contextual engagement. The Company's Board of Directors believes now is the ideal time for the Company to expand its corporate vision and make management changes to capitalize on the market opportunities ahead. In the coming weeks, Phunware expects to publish details on how it will work to achieve this vision. "We thank Russ for his many contributions to Phunware and are pleased to have him continue helping Phunware as a consultant," said Board Chairman Ryan Costello. "As the Company takes the next steps to realize our expanded vision, we are glad to have Mike at the helm. Mike understands Phunware, appreciates the Company's history, unique position and potential, and has a proven track record of successfully activating technology sales & marketing strategies. Mike led our Software sales teams several years ago, delivering north of $25 million in annual recurring revenue, and went on to help other businesses in IoT and AI do the same. Since rejoining the Company, he has been instrumental in tackling our most important priority, delivering sales and profitable growth across a number of products and deal types." Phunware CEO Mike Snavely added: "I'm delighted to lead Phunware into the next chapter of its corporate evolution and maximize the potential of our scalable SaaS and other product offerings. We intend to build on our base of world-class customers and expand access to and usage of Phunware's technology and intellectual property portfolios across direct customers and partner companies. We also intend to reignite our digital assets ecosystem strategy within the confines of applicable laws and regulations. With an expanded corporate vision in front of us, we are excited to hit the ground running on these fronts." Russell Buyse Separation Agreement On Oct. 25, 2023, Phunware entered into a Confidential Separation, Consulting and General Release Agreement with Russell Buyse, the Company's chief executive officer. The Separation Agreement provides that Mr. Buyse's employment with the Company terminated effective Oct. 25, 2023. The Company and Mr. Buyse have agreed that from the period of the Separation Date and continuing through Nov. 10, 2023, Mr. Buyse will serve as a consultant to the Company. The Separation Agreement provides for a mutual general release, which excludes certain specified types of claims. Mr. Buyse also agreed to certain restrictive covenants, including confidentiality, non-compete and non-solicitation provisions. Also, effective Oct0 26, 2023, Mr. Buyse resigned as a member of the Company's Board of Directors. Mr. Buyse's resignation from the Board is not due to any disagreement with the Company, its management, the Board or any committee thereof, or with respect to any matter relating to the Company's operations, policies or practices. As compensation for his service as a consultant during the Services Period, Mr. Buyse will receive aggregate gross cash compensation of $40,000, less applicable withholdings, of which $10,000 is payable on each of Oct. 31, 2023, Nov. 15, 2023, Nov. 30, 2023 and Dec. 15, 2023. The Company will also reimburse Mr. Buyse for continuation coverage under the Company's group health plan in accordance with COBRA through March 31, 2024. At the commencement of his employment with the Company, Mr. Buyse was granted an award of 1,470,588 restricted stock units pursuant to the Company's 2022 Inducement Plan. The Grant was originally made on Jan. 4, 2023, in which one-third of the grant would have vested on Dec. 28, 2023 and one-twelfth of the grant would have vested quarterly in equal installments beginning on March 31, 2024, with the final vesting date occurring on December 28, 2025. As additional compensation under the Separation Agreement, the Company modified the vesting schedule with respect to a portion of the unvested restricted stock units under the Grant, such that 500,000 restricted stock units vested on Oct. 25, 2023 and 500,000 restricted stock units will vest on Nov. 30, 2023. The balance, 470,588 unvested restricted stock units, will terminate in accordance with the Company's 2022 Inducement Plan. Michael Snavely Employment Agreement The Company entered into a Confidential Executive Employment Agreement with Mr. Snavely to serve as chief executive officer of the Company effective Oct. 25, 2023. The Employment Agreement has an indefinite term, subject to termination by either party. The Company or Mr. Snavely may terminate the Employment Agreement at any time with or without cause, provided that Mr. Snavely shall provide at least 30 days' written notice to the Company if without good reason. The Employment Agreement includes non-competition and non-solicitation covenants applicable during and for the 24-month period following Mr. Snavely's employment. The Employment Agreement provides for an annual base salary of $350,000, a sign-on bonus of $10,000, and a target annual cash bonus to be between 50% and 200% of the base salary, with the actual award value to be determined by the Company or the board of directors of the Company in its sole discretion based on factors including the strength of Mr. Snavely's performance and the performance of the Company. Furthermore, the Company will provide Mr. Snavely an additional grant of 900,000 restricted stock units from the Company's 2018 Equity Incentive Plan within five business days following the execution of the Employment Agreement, such that 500,000 restricted stock units will vest on the date of grant, 200,000 restricted stock units will vest on Nov. 30, 2023 and 20,000 restricted stock units will vest on Jan. 12, 2024. In addition, subject to availability under the Company's 2018 Equity Incentive Plan, the Company agreed to make an additional separate grant of 750,000 restricted stock units on or before Jan. 31, 2024, which will vest on a monthly pro rata percentage basis, with such vesting to commence on March 31, 2024 and to continue thereafter on the last day of each calendar month to and including Oct. 31, 2026. The restricted stock units granted to Mr. Snavely will be subject to a separate award agreement, which will outline the specifics of such grant, including but not limited to, forfeiture for cause provisions, the Company's buyback rights and other restrictions and terms. In connection with Mr. Snavely initially accepting employment with the Company as chief revenue officer, which commenced on Sept. 12, 2023, Mr. Snavely is to be granted 600,000 restricted stock units. These restricted stock units will vest Feb. 23, 2024 and in the discretion of the Company's Board or Compensation Committee, such restricted stock unit award may either be granted under the Company's 2018 Equity Incentive Plan or may be issued as a non-plan inducement award, as described in Nasdaq Listing Rule 5635(c)(4). The Employment Agreement further provides that, if Mr. Snavely's employment is terminated by the Company without "cause" or by Mr. Snavely for "good reason," subject to his execution of a release of claims in favor of the Company, he will receive a severance payment of nine months' of his then-current base salary, certain other accrued benefits and certain partial accelerated vesting related restricted stock unit awards outstanding. In the event Mr. Snavely's employment is terminated by the Company without "cause" or by Mr. Snavely for "good reason," in connection with a change in control, subject to his execution of a release of claims in favor of the Company, he will receive a severance payment of nine months' of his then-current base salary, certain other accrued benefits and immediate vesting of 100% of the then outstanding restricted stock unit awards. Pursuant to the terms of the Employment Agreement, Mr. Snavely will serve as a member of the Board, for which he will not receive any additional compensation. About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- offers a fully integrated software platform that equips companies with the products, solutions and services necessary to engage, manage and monetize their mobile application portfolios globally at scale. Phunware reported a net loss of $50.89 million for the year ended Dec. 31, 2022, compared to a net loss of $53.52 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $45.46 million in total assets, $23.55 million in total liabilities, and $21.90 million in total stockholders' equity. Houston, Texas-based Marcum LLP, Phunware Inc.'s auditor since 2018, issued a "going concern" qualification in its report dated March 31, 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. POLAR US BORROWER: $1.48BB Bank Debt Trades at 24% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Polar US Borrower LLC is a borrower were trading in the secondary market around 76.4 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.48 billion facility is a Term loan that is scheduled to mature on October 15, 2025. About $1.36 billion of the loan is withdrawn and outstanding. Polar US Borrower, LLC is the pass-through entity of ultimate parent, SK Blue Holdings, LP, an affiliate of private investment firm, SK Capital Partners. SI Group manufactures performance additives for use in polymer, rubber, lubricants, fuels, adhesives applications, surfactants in addition to some specialty chemicals. POWER STOP: Moody's Affirms 'Caa1' CFR & Alters Outlook to Positive ------------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Power Stop, LLC, including its corporate family rating at Caa1, probability of default rating at Caa1-PD and senior secured first lien bank credit facilities ratings at Caa1. The outlook was changed to positive from stable. The ratings affirmation and outlook change to positive reflects Power Stop's improving operating performance and liquidity. Following a challenging 2022, Power Stop has successfully increased revenues through volume growth of its brake kits while earnings have benefitted from lower freight costs. Further, the company has effectively managed through previously elevated inventory levels to generate free cash flow and materially improve liquidity. The positive outlook reflects Moody's view for Power Stop to sustain revenue and earnings growth such that EBITA margin approaches its historical level of close to 20% and debt/EBITDA remains comfortably below 7x. In addition, Moody's expects Power Stop to maintain adequate liquidity with at least breakeven free cash flow and sufficient cash and revolver availability to meet seasonal working capital needs. RATINGS RATIONALE Power Stop's Caa1 CFR reflects the company's modest scale, lack of business and product diversity, and high financial leverage. The rating is supported by Power Stop's strong competitive position and brand recognition. Further, the company has had a historically high earning margin benefitting from its premium brake kits products with a high percentage of sales through online retailers. Demand for Power Stop's products has been resilient in 2023. Despite broader concerns around consumer spending, the company has seen improving volumes of its more performance-based brake kits. In addition, sales of individual brake components into the warehouse distribution channel have been strong as the company grows market share in this space. Power Stop's earnings are expected to increase substantially through 2023 compared to the prior year as the company benefits from lower freight costs. Moody's expects Power Stop's EBITA margin to trend towards 20% in 2023 and 2024 compared to around 10% in 2022. This EBITA margin is more in line with the company's historical profitability. Improved earnings will also restore Power Stop's financial leverage to a more sustainable, albeit still high level. Moody's expects debt/LTM EBITDA to be below 6.5x at the end of 2023 and through 2024 compared to close to 10x at June 30, 2023. Moody's views Power Stop's liquidity to be adequate. Over the past several quarters, the company has successfully worked through elevated inventory levels to generate free cash flow and restore liquidity. Free cash flow in 2024 is expected to be about breakeven as the company's working capital levels normalize. Further, Moody's expects Power Stop to maintain a sufficient cash balance and full availability on its $40 million revolving credit facility. The revolver is subject to a springing first lien net leverage covenant if over 40% is drawn. Moody's expects Power Stop will remain in compliance with this covenant with good cushion if tested during the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Power Stop demonstrates organic revenue growth and restores its EBITA margin toward historical levels. Further, debt/EBITDA maintained below 7x and sustaining adequate liquidity with positive free cash flow could support an upgrade. The ratings could be downgraded if the company's liquidity erodes or operating performance weakens. A ratings downgrade could also result if Moody's views Power Stop's capital structure as being untenable, or if the probability for a restructuring or distressed exchange increases. The principal methodology used in these ratings was Automotive Suppliers published in May 2021. Power Stop, LLC sells brake kits, components and related accessories through major online retailers and traditional warehouse distributors. Revenue was approximately $286 million for the twelve months ended June 30, 2023. The company is majority owned by private equity firm TSG Consumer Partners. PRIME PAINTERS: Unsecured Creditors to Split $10K in Plan --------------------------------------------------------- Prime Painters, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Georgia an Amended Plan of Reorganization dated October 23, 2023. The Debtor is a Georgia limited liability residential painting company. The sole member of Debtor is Emil Suiugan. Debtor employs Mr. Suiugan as its managing member. Mr. Suiugan also works for the business in procuring contracts and actively fulfilling the contracts. Mr. Suiugan earns a salary of 15% of gross income. The Debtor's income varies monthly based on contracts obtained and work performed. This Plan deals with all property of Debtor and provides for treatment of all Claims against Debtor and its property. Class 1 shall be the unsecured claim of Travelers Property Casualty Company of America. Travelers asserted an unliquidated claim against Debtor for retrospective workers compensation insurance premiums and an alter ego claim against Mr. Suiugan. Debtor filed a counterclaim against Travelers in the Adversary Proceeding. Debtor, Mr. Suiugan, and Travelers settled and compromised Travelers' claim ("Travelers Claim") and Debtor's counterclaim in the Adversary Proceeding, which settlement was documented at the mediation between Debtor and Travelers and conducted by the Subchapter V Trustee on September 26, 2023. The parties entered into a Mediation Agreement dated September 26, 2023 (the "Agreement"). The Agreement resolves all the claims asserted by all parties in the Adversary Proceeding as follows: * Travelers Claim shall be allowed in the amount of $350,000.00 without any interest (the "Settlement Amount"). * Debtor shall pay the Claim in three equal payments over a 12-month period (the "Installment Payments"). * The first payment of $116,666.00 shall be due and payable on the Plan's Effective Date. * The second payment of $116,666.00 shall be due and payable on six months following the Effective Date. * The third payment of $116,666.00 shall be due and payable on the first anniversary of the Effective Date. Class 2 shall be the General Unsecured Claims. Class 2 claims shall be paid in full in three equal installments to be paid on the Plan's Effective Date, six months after the Effective Date, and on the first anniversary of the Effective Date. The Claims in Class 2 General Unsecured Creditors are Unimpaired by the Plan and are deemed to have accepted the Plan. * Confirmation under Section 1191(a) of the Bankruptcy Code. Debtor's Plan shall be confirmed under Section 1191(a) of the Bankruptcy Code as the Plan provides for payment of Debtor's General Unsecured Creditors $10,245.22.00 in three equal installments to be paid on the Plan's Effective Date, six months after the Effective Date, and on the first anniversary of the Effective Date. * Confirmation under Section 1191(b) of the Bankruptcy Code. If the Plan is confirmed under Section 1191(b) of the Bankruptcy Code, Class 2 shall be treated the same as if the Plan was confirmed under Section 1191(a) of the Bankruptcy Code. Class 3 shall be the Equity Interest Holders. Mr. Suiugan shall retain his interest in the reorganized Debtor as the 100% owner of its outstanding membership interests. The source of funds for the payments pursuant to the Plan is Debtor's continued business operations and, if necessary, contributions to the Plan by Debtor's principal, Emil Suiugan. Upon confirmation, Debtor will be charged with administration of the Case. Debtor will be authorized and empowered to take such actions as are required to effectuate the Plan. Debtor will file all post-confirmation reports required by the United States Trustee's office or by the Subchapter V Trustee. A full-text copy of the Amended Plan dated October 23, 2023 is available at https://urlcurt.com/u?l=vy90fy from PacerMonitor.com at no charge. The firm can be reached at: Ceci Christy, Esq. Will B. Geer, Esq. Rountree, Leitman, Klein & Geer, LLC Century Plaza I, 2987 Clairmont Road, Suite 350, Atlanta, GA 30329 Tel: (404) 584-1238 About Prime Painters Prime Painters, LLC, is a Georgia limited liability residential painting company. Prime Painters filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 23-20430) on April 14, 2023, with as much as $1 million in both assets and liabilities. Judge James R. Sacca oversees the case. The Debtor is represented by William A. Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC. QURATE RETAIL: Albert Rosenthaler to Retire Next Year ----------------------------------------------------- Qurate Retail, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Oct. 20, 2023, Albert E. Rosenthaler notified of his intention to retire from his position as chief corporate development officer of the Company, effective Jan. 1, 2024. About Qurate Retail Headquartered in Englewood, Colorado, Qurate Retail, Inc. owns controlling and non-controlling interests in a broad range of video and online commerce companies. The Company's largest businesses and reportable segments are QxH (QVC U.S. and HSN) and QVC International. QVC, Inc., which includes QxH and QVC International, markets and sells a wide variety of consumer products in the United States and several foreign countries via highly engaging video-rich, interactive shopping experiences. Cornerstone Brands, Inc. consists of a portfolio of aspirational home and apparel brands, and is a reportable segment. The Company's "Corporate and other" category includes its consolidated subsidiary Zulily, LLC, along with various cost and equity method investments. Qurate reported a net loss of $2.53 billion for the year ended Dec. 31, 2022. Qurate Retail received on Sept. 14, 2023, written notice from The Nasdaq Stock Market notifying the Company that, because the closing bid price for the Company's Series A common stock, par value $0.01 per share ("QRTEA"), has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing of QRTEA on the Nasdaq Global Select Market. * * * As reported by the TCR on March 21, 2023, S&P Global Ratings lowered its issuer credit rating on U.S.-based video commerce and online retailer Qurate Retail Inc. to 'CCC+' from 'B-'. S&P said, "We view the company's capital structure as potentially unsustainable in a rising interest rate environment. We expect Qurate's adjusted leverage to remain high, above the 6x area in 2023." RAISING CANE: S&P Assigns 'BB-' ICR, Outlook Stable --------------------------------------------------- S&P Global Ratings assigned its 'BB-' issuer credit rating to Louisiana-based quick-service restaurant company Raising Cane's Restaurants LLC. At the same time, S&P assigned its 'B' issue-level rating and a '6' recovery rating to the company's proposed senior unsecured notes, indicating its expectation of negligible recovery (0-10%; rounded estimate: 0%) in the event of a payment default. S&P said, "The stable outlook reflects our expectation for continued sales and EBITDA growth as the company executes its restaurant expansion plan. It also reflects our expectation that S&P Global Ratings' adjusted leverage will be maintained around 4x as the company increases debt over time to fund its growth. "Our ratings reflect the company's solid operating performance and expanding share in the fast-growing chicken segment of the quick-service restaurant (QSR) industry. Raising Cane's is a single concept restaurant company with a limited menu offering of fried chicken finger meals operating in the intensely competitive quick service restaurant (QSR) industry. The company's narrow product focus contributes to a highly streamlined kitchen, which results in good order accuracy and quick service times. Furthermore, investments in labor and technology have helped increase through-put at its restaurants. Drive-thru orders now account for nearly 70% of Raising Cane's sales, up from the low-60% area pre-pandemic. In our view, the company's solid execution and focus on efficient operations have enabled it to generate near industry-leading average-unit-volumes (AUVs) that track well above those of its peers, including larger players like KFC and Popeyes. Raising Cane's good value proposition drives frequent customer visits, which has supported superior same-restaurant traffic and sales growth. "We believe the company is well positioned for further market share growth as the fourth largest player in the fast-growing, highly fragmented chicken QSR segment. Chicken is the second-largest and fastest growing subsegment within the industry, with upside potential given shifting consumer preferences. While we believe the category will continue to outpace the growth of other QSR segments, Raising Cane's lack of menu diversity could constrain cash flows should an adverse development arise. This could include a change in consumer tastes, rivals launching a similar menu offering, or the company encountering commodity pricing or availability issues. Raising Cane's operating cash flow contracted approximately 24% year over year in 2022 due to a spike in chicken prices related to an industry supply shortage. Additionally, the company competes against larger, more diversified players with better brand awareness and significantly higher advertising budgets. We believe heightened promotional activity and new product launches from competitors contributed in part to the company's same-restaurant sales performance trailing the industry during the first half of 2023. "We forecast above industry average revenue growth supported by rapid restaurant development, positive same restaurant sales, and growing brand awareness. Raising Cane's has expanded its restaurant unit count at a compounded annual growth rate (CAGR) of approximately 13% over the past four years while increasing AUVs at a similar rate. Relative to its larger peers, we believe Raising Cane's has significant expansion opportunity. KFC and Popeyes have approximately 4,000 and 3,000 locations domestically, respectively, compared to Raising Cane's 693 U.S. locations as of June 27, 2023. We project revenue will grow in the high-teen percentage area annually as Raising Cane's continues its rapid pace of new restaurant openings, targeting roughly 90 new locations in 2023, 100 in 2024, and 115 thereafter, representing a roughly 14% CAGR over the next three years. This high rate of growth positions Raising Cane's to quickly capture market share, but also elevates execution risk in our view. We expect AUV growth will moderate to the low- to mid-single digit percentage area over the next 12-24 months as the company implements more modest menu price increases. We also believe AUVs could benefit as the company expands its footprint into higher density markets and grows brand awareness. "We expect profitability and cash flow will expand as the company increases its scale and leverages costs, but its majority company operated model heightens earnings volatility. Raising Cane's operates 92% of its restaurants, which exposes the company to greater volatility related to input costs such as chicken and labor compared to industry peers who follow a franchisor model. These pressures emerged in 2021 and persisted in 2022, with elevated chicken prices, higher wage rates, and delayed menu price increases pressuring profitability and causing S&P Global Ratings' adjusted EBITDA margin to compress 300 basis points (bps) last year. We note, however, that notwithstanding the more heavily operated restaurant base, Raising Cane's has historically been able to maintain good restaurant-level metrics and good profit margins relative to those of other operators. Profitability has rebounded significantly this year driven by lower chicken costs, sustained higher pricing, and higher sales leverage. We forecast EBITDA margin will remain above average, but contract between 50-100 bps over the next 12 to 24 months due to higher wage rates and normalizing commodity costs. "We project S&P Global Ratings' adjusted leverage remaining around 4x over the next few years incorporating aggressive growth investments and ongoing cash distributions to shareholders. The company has expanded rapidly in recent years, growing its restaurant footprint 50% since 2019. During this time, capital expenditures (capex) have more than tripled, which the company has funded with internally generated cash and debt. In addition to opening new restaurants, the company has purchased 109 franchised locations since 2019, consolidating control and increasing its mix of company operated restaurants to more than 90%. We anticipate FOCF will remain constrained over the next few years due to heavy capital spending, representing about 16% of revenues annually, primarily associated with the company's restaurant expansion plan. However, we believe management maintains the flexibility to reduce growth-oriented capex in order to preserve cash if needed. "The company is majority owned by its founder and historically distributes discretionary dividends that have averaged about 20% of operating cash flow over the past four years. We expect returns will continue at this level but believe the company would curtail distributions if warranted. Raising Cane's maintains a company-defined rent-adjusted leverage ratio target of between 3x and 4x. We forecast S&P Global Ratings' adjusted leverage remaining in the 4x-area as EBITDA generation is offset by incremental revolver borrowings to fund growth. Raising Cane's leases most of its restaurants, some of which are owned by a real estate holding company established by its founder. Raising Cane's guarantees up to $300 million in principal of the real estate holding company's outstanding mortgage notes. As of June 27, 2023, Raising Cane's guaranteed approximately $96 million of outstanding mortgage notes. "The stable outlook reflects our expectation for solid sales and EBITDA growth driven by ongoing restaurant expansion. It also reflects our expectation that S&P Global Ratings-adjusted leverage will be maintained around 4x." S&P could lower the rating if: -- S&P expects credit measures to deteriorate; for instance, debt to EBITDA approaching 5x because of performance issues or financial policy decisions; or -- Operating results underperform S&P's forecast, possibly due to heightened competition, weakening economic conditions, or execution issues related to the company's aggressive expansion plans. S&P could raise the rating if: -- S&P believes adjusted leverage will be maintained below 4x; and -- The company demonstrates its ability to broaden its operational scale through successful new restaurant development while maintaining its leading operating performance metrics, including AUVs and margins. RELIABLE CASTINGS: Unsecured Claims Under $7,500 to be Paid in Full ------------------------------------------------------------------- Reliable Castings Corporation filed with the U.S. Bankruptcy Court for the Southern District of Ohio a Plan of Reorganization dated October 23, 2023. The Debtor was initially founded in 1922. The Debtor combines foundry methods and advanced manufacturing technology to produce castings, specializing in aluminum, sand, and permanent mold castings, prototype castings, mold finishing and repair and tooling design and fabrication. The Bankruptcy Case was filed on an emergency basis on July 25, 2023 to avoid the utilities being shut off, which would have a devastating impact on the operations of the Debtor. Just prior to the filing of the Bankruptcy Case, the Debtor notified its customers of a price increase, which were scheduled to go into effect at the end of July of 2023. The Plan provides for a reorganization and restructuring of Debtor's financial obligations. The Plan provides for a distribution to creditors in accordance with the terms of the Plan by the Distribution Agent over the course of the Term, which is a total of five years. The Plan provides for the Debtor to continue to use the post-petition financing terms from Spectrum on its factoring relationship through August 18, 2024 (as provided for in the agreement with Spectrum). The Plan also provides for monthly payments on the Spectrum prepetition secured debt amortized over the Term, accruing interest at 10% per annum. As to the other debt owed by the Debtor, the Plan provides for payment in full of all Allowed Claims over the life of the Plan with payments to be made twice per year (on April 15th and October 15th) through October 15, 2028 and a final payment on or before December 31, 2028 of all amounts necessary to pay off such claims. Class 6 consists of Allowed general unsecured claims owed less than $7,500. The claims owed to these creditors range from $14 to $7,434 and total less than $350,000. There are approximately 150 creditors estimated to be in Class 6. Class 6 creditors shall be paid in full through the distributions to be made on April 15, 2024 and October 15, 2024. The distribution to each such creditor from the distribution on April 15, 2024 shall be pro rata and the distribution on October 15, 2024 shall pay the remainder of any such claim. Class 6 is impaired under the Plan. Class 7 consists of Allowed general unsecured claims owed more than $7,500. This class of creditors is believed to consist of approximately 50 creditors owed an aggregate of $3.5 Million. The first payment made to Class 7 creditors shall be the pro rata out of the funds remaining from the October 15, 2024 distribution after payment of the Class 6 creditors. Thereafter, the distributions shall be distributed pro rata to the Class 7 creditors so that all such creditors are paid in full on or before December 31, 2028. Class 7 is impaired under the Plan. Class 9 consists of the Equity ownership in the Debtor, which is held by the ESOP trust, for the benefit of employees and former employees of the Debtor. Class 9 Equity owners shall be entitled to retain their position and the Debtor shall be required to maintain reporting, auditing, and other requirements for the administration of the ESOP. Debtor anticipates the continued operations of the business will be adequate to fund the Plan over the Term. A full-text copy of the Plan of Reorganization dated October 23, 2023 is available at https://urlcurt.com/u?l=6gbq07 from PacerMonitor.com at no charge. Counsel for the Debtor: Patricia J. Friesinger, Esq. Coolidge Wall Co., L.P.A. 33 West First Street, Suite 600 Dayton, OH 45402 Tel: 937-223-8177 Fax: 937-223-6705 Email: friesinger@coollaw.com About Reliable Castings Corporation Reliable Castings Corporation is a supplier of quality aluminum castings, specializing in aluminum, sand, and permanent mold castings, prototype castings, mold finishing and repair, and tooling design and fabrication. The company is based in Sidney, Ohio. Reliable Castings filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-31157) on July 25, 2023, with $1 million to $10 million in both assets and liabilities. Donald Mallory, Esq., a partner at Wood + Lamping, has been appointed as Subchapter V trustee. Judge Guy R. Humphrey oversees the case. The Debtor tapped Patricia J. Friesinger, Esq., at Coolidge Wall Co., L.P.A., as legal counsel and Forevisor, LLC as business advisor. RISING STAR: Seeks to Hire Spencer Fane as Bankruptcy Counsel ------------------------------------------------------------- Rising Star Missionary Baptist Church seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Spencer Fane LLP as its counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) aid the Debtor in the development of a plan of reorganization under Chapter 11; (c) file the necessary petitions, pleadings, reports, and actions which may be required under Chapter 11; (d) appear for, prosecute, defend, and represent the trustee's interest in suits arising in or related to this case; (e) assist in the preparation of such pleadings, motions, notices, and orders as are required for the orderly administration of this estate; (f) take necessary actions to enjoin and stay until final decree continuation of pending proceedings and enjoin and stay until final decree commencement of lien foreclosure proceedings and all matters as may be provided under 11 U.S.C. Sec. 362; and (g) perform all other legal services for the Debtor which may be necessary herein. David Miller, Esq., the primary attorney in this representation, has agreed to be paid at a discounted rate of $525 per hour. Spencer Fane was paid a retainer by the Debtor in the amount of $17,203.50. Mr. Miller 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: David M. Miller, Esq. Spencer Fane LLP 1700 Lincoln Street, Suite 2000 Denver, CO 80203 Telephone: (303) 839-3800 Facsimile: (303) 839-3838 Email: dmiller@spencerfane.com About Rising Star Missionary Baptist Church Rising Star Missionary Baptist Church sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-14820) on Oct. 20, 2023, with up to $50 million in assets and up to $10 million in liabilities. David M. Miller, Esq., at Spencer Fane, LLP serves as the Debtor's legal counsel. S&W BLUE JAY: Seeks to Hire Grobstein Teeple as Accountant ---------------------------------------------------------- S&W Blue Jay Way, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Grobstein Teeple LLP as its accountant. The firm will render these services: a. obtain and evaluate financial records; b. assist in the preparation of monthly operating reports; c. prepare and update budgets and cash collateral motions as needed; d. evaluate assets and liabilities of the Debtor; e. evaluate tax issues related to the Debtor, including but not limited to preparing capital gains analyses and resolving tax matters; f. prepare tax returns upon request; g. provide litigation consulting if required; and h. provide accounting and consulting services requested by the Debtor, and/or its counsel. Grobstein's 2023 billing rates are as follows: Partners and Principals $375 - $595 per hour Managers and Directors $250 - $405 per hour Professionals $125 - $275 per hour Paraprofessionals $85 - $175 per hour Howard Grobstein, a partner at Grobstein Teeple, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Howard B. Grobstein Grobstein Teeple LLP 6300 Canoga Avenue Ste, 1500W Woodland Hills, CA 91367 Tel: (818) 532-1020 About S&W Blue Jay Way S&W Blue Jay Way is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). S&W Blue Jay Way, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10672) on August 4, 2023. The petition was signed by Lisa Strickland as authorized signatory on behalf of 1966 BJW, LLC, as managing member of S&W Blue Jay Way, LLC. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Ronald A. Clifford III presides over the case. Roye Zur, Esq. at Elkins Kalt Weintraub Reuben Gartside LLP represents the Debtor as counsel. SA NW UPSCALE: Seeks to Hire Martin Seidler as Legal Counsel ------------------------------------------------------------ SA NW Upscale Hospitality Group, LLP seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire the Law Offices of Martin Seidler as its legal counsel. The firm will provide the following services: (a) advise Debtor of its powers and duties in the continued operation of its business and management of its property; (b) take necessary action to assume, reject or modify executory contracts and to enforce and collect Debtor's claims and rights; (c) represent Debtor in negotiations; (d) represent Debtor in connection with the formulation and implementation of a plan of reorganization; (e) prepare legal documents; and (f) handle litigation and assist special counsel with litigation. The firm will be compensated at the rate of $400 per hour to be applied against a retainer of $30,000 paid by one of Debtor's partners. Martin Seidler, Esq., disclosed in court filings that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Martin Seidler, Esq. Law Offices of Martin Seidler 11107 Wurzbach Road San Antonio, TX 78230 Telephone: (210) 694-0300 Facsimile: (210) 690-9886 Email: marty@seidlerlaw.com About SA NW Upscale Hospitality Group SA NW Upscale Hospitality Group, LLP filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51371) on Oct. 3, 2023. The petition was signed by Vikas B. Bhakta as agent/partner. At the time of filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. Judge Michael M. Parker presides over the case. Martin Seidler, Esq. at the LAW OFFICES OF MARTIN SEIDLER represents the Debtor as counsel. SINCLAIR TELEVISION: Moody's Cuts CFR to B1, Outlook Negative ------------------------------------------------------------- Moody's Investors Service downgraded Sinclair Television Group, Inc.'s ("Sinclair", "STGI" or the "company") Corporate Family Rating to B1 from Ba3 and Probability of Default Rating to B1-PD from Ba3-PD. Concurrently, Moody's downgraded Sinclair's senior secured debt obligations to Ba3 from Ba2 and senior unsecured notes to B3 from B2. The company's Speculative Grade Liquidity rating (SGL) is unchanged at SGL-1. The outlook was changed to negative from stable. RATINGS RATIONALE Governance risks were a key driver of the ratings downgrade and reflects Moody's medium to long-term expectation for continued pressure on net retransmission revenue growth due to the increasing pace of subscriber losses arising from secular cord-cutting trends, as well as structurally low linear TV core advertising growth. These trends will weigh on Sinclair's future operating performance leading to debt protection measures that are more consistent with its B1 CFR broadcasting peers. The negative outlook reflects the secular and structural pressures in Sinclair's business and Moody's expectation that the company's credit metrics over the long-term could be weakly positioned within the B1 CFR. Historically, Sinclair's net retransmission revenue growth was resilient at around mid-teens percentage. However, with multichannel video programming distributors (MVPDs) continuing to experience pressure from a bigger pace of subscriber declines, offsetting price increases will likely become more difficult in the medium to long-term. MVPD year-over-year (yoy) subscriber losses are currently around -10% and Moody's expects that Sinclair's subscriber base will erode in the low-double digit percentage range over the rating horizon. Retransmission revenue accounts for about half of the company's total revenue. Additionally, Sinclair's core advertising revenue will experience greater volatility arising from the underlying and ongoing structural pressures in linear TV advertising, which Moody's projects will decline at an annual run-rate in the low-single digit percentage range. While Sinclair's ad revenue will likely decline around 10%-15% this year given that 2023 is a non-election year, Moody's expects political advertising spend to be a strong boost to revenue and profits in 2024. Sinclair's B1 CFR is supported by the company's established brand, scale and significant reach. Sinclair is one of the largest US broadcasters with 185 TV stations in 86 markets as of June 30, 2023. The company's revenue model benefits from a mix of recurring retransmission fees that historically helped to offset the inherent volatility of traditional advertising revenue. Over the rating horizon, Moody's expects net retransmission revenue growth will be challenged in the low-single digit percentage range as the rate of subscriber losses outpaces annual fee increases, which constrains the rating. In even numbered years, revenue benefits from material political advertising spend, especially during presidential election years, which can mask pressure in retransmission revenue, but also boosts EBITDA. Sinclair generates solid free cash flow (FCF), which expands materially during election years. The B1 CFR incorporates the ongoing structural decline in linear TV core advertising as non-political TV advertising budgets continue to erode in favor of digital media. Moody's expects linear TV core ad revenue to decrease at an annual run-rate in the low-single digit percentage range, however this could worsen during periods of weak CPM (cost per thousand impressions) pricing and/or deteriorating macroeconomic conditions. To defend its market position, Sinclair has been investing in new technologies, businesses, and OTT distribution, however this burdens cash flows and creates operational risk in the short-term until these assets become profitable. The rating also reflects a somewhat aggressive financial policy and a tolerance for moderately high financial leverage. Pro forma for deconsolidation of the Compulse and Tennis assets, at June 30, 2023 Sinclair's total debt to two-year average EBITDA was 5.6x (Moody's adjusted). Moody's expects leverage to improve to the 5x area over the next 6-9 months, decreasing further to the 4.75x area by the end of 2024 as political advertising revenue in a presidential election year boosts EBITDA. In 2025, as political advertising recedes and net retransmission revenue growth remains pressured, Moody's expects leverage to rise to 5.5x-5.7x range. Moody's normalizes the effect of political advertising by evaluating two-year averages for Moody's adjusted financial leverage ratios. Over the next 12-18 months, Moody's expects Sinclair will maintain very good liquidity as reflected in the SGL-1 Speculative Grade Liquidity rating. At June 30, 2023, LTM FCF totaled roughly $263 million (Moody's adjusted), cash and cash equivalents were approximately $368 million and the two tranches of the $650 million revolving credit facility (RCF) commitments were undrawn. Moody's expects that Sinclair will generate FCF in 2023 (defined as cash flow from operations less capex less dividends at STGI) of around $140 to $170 million, rising to roughly $550 to $575 million in 2024 (presidential election year) and maintain solid cash balances. Moody's anticipates that the bulk of STGI's FCF will be used for share buybacks at Sinclair, Inc., the ultimate parent. ESG CONSIDERATIONS Sinclair's ESG credit impact score was changed to CIS-4 from CIS-3, chiefly driven by governance and social risks. CIS-4 indicates the rating is lower than it would have been if ESG risk exposures did not exist. The credit impact score reflects increasing exposure to governance risk, chiefly influenced by financial strategy and risk management given the somewhat aggressive financial policy, characterized by increasing annual share repurchases, a tolerance for moderately high leverage and the recent deconsolidation of EBITDA generating assets from the restricted group. Governance risk is also driven by board structure and policies as evidenced by the significant concentration of voting rights held by the Smith family. Management credibility and track record and organizational structure subfactors further impact governance. Elevated social risks include demographic and societal trends associated with changes in consumers' video consumption. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Over time, ratings could be upgraded if Sinclair sustains leverage (Moody's adjusted on a two-year average EBITDA basis) comfortably below 4.5x and FCF to debt above 8.5% (Moody's adjusted on a two-year average FCF basis). Sinclair would also need to adhere to conservative financial policies and maintain at least good liquidity. The ratings could be downgraded if Sinclair's leverage was sustained above 5.5x (Moody's adjusted on a two-year average EBITDA basis) as a result of weak operating performance or more aggressive financial policies. A downgrade could also arise if FCF to debt was sustained below 3% (Moody's adjusted on a two-year average FCF basis) or Sinclair experienced deterioration in liquidity or covenant compliance weakness. Sinclair Television Group, Inc., headquartered in Hunt Valley, MD and founded in 1986, is a leading US television broadcaster. At June 30, 2023, the company owned and/or operated 185 television stations in 86 markets across the US. The station group reaches approximately 25% of the US population (taking into account the UHF discount). Members of the Smith family exercise control over most corporate matters of the company's ultimate parent, Sinclair, Inc., with four of the nine board seats and approximately 81% of common stock voting rights (through the dual class share structure) as of December 2022. STGI's net revenue at LTM June 30, 2023 was approximately $3.2 billion. The principal methodology used in these ratings was Media published in June 2021. SOUTHERN GENERAL: A.M. Best Cuts Fin. Strength Rating to B- ----------------------------------------------------------- AM Best has removed from under review with negative implications and downgraded the Financial Strength Rating to B- (Fair) from B (Fair) and the Long-Term Issuer Credit Rating to "bb-" (Fair) from "bb" (Fair) of Southern General Insurance Company (Southern General) (Marietta, GA). The outlook assigned to these Credit Ratings (ratings) is negative. The ratings reflect Southern General's balance sheet strength, which AM Best assesses as adequate, as well as its marginal operating performance, limited business profile and marginal enterprise risk management. The rating downgrades reflect weakening of Southern General's balance sheet strength due to the substantial deterioration in the company's risk-adjusted capitalization, as measured by Best's Capital Adequacy Ratio (BCAR). The meaningful reduction in risk-adjusted capitalization was due to a large loss in the company's surplus of nearly 40% at year-end 2022 and approximately 12% as of June 30, 2023, resulting from substantial underwriting losses. Southern General's underwriting results were impacted by an increase in inflation and corresponding increase in loss costs across the segment. The negative outlooks reflect the decline in Southern General's overall risk-adjusted capitalization and an increase in underwriting leverage metrics due to the decline in surplus that have resulted from continued underwriting volatility. Despite management's effort related to refining its book of business, volatility has persisted and caused deterioration on a number of Southern General's balance sheet strength metrics. The company recently entered into a quota share reinsurance agreement with an unaffiliated third-party to reduce its net leverage. While this agreement should reduce the company's overall underwriting leverage, continued deterioration in risk-adjusted capitalization will likely lead to additional negative rating action. SPIRIT AIRLINES: Adjusts 2025 and 2026 Note Conversion Rates ------------------------------------------------------------ Spirit Airlines, Inc. has announced an adjustment to the conversion rates of its 4.75% Convertible Senior Notes due 2025 and 1% Convertible Senior Notes due 2026, the airline disclosed in a Form 8-K Report filed with the Securities and Exchange Commission. The conversion rate in respect of the 2025 Notes has been adjusted from 93.0267 shares to 93.5957 shares of Common Stock per $1,000 principal amount of 2025 Notes, and the conversion rate in respect of the 2026 Notes has been adjusted from 24.1714 shares to 24.3192 shares of Common Stock per $1,000 principal amount of 2026 Notes. About Spirit Airlines Spirit Airlines Inc. is a major United States ultra-low cost airline headquartered in Miramar, Florida, in the Miami metropolitan area. In September 2023, Fitch Ratings has revised the Rating Outlook for Spirit Airlines to Negative from Stable and affirmed Spirit's Long-term Issuer Default Rating at 'B+'. Fitch has also affirmed Spirit IP Cayman Ltd.'s and Spirit Loyalty Cayman Ltd.'s senior secured debt at 'BB+'/'RR1′. The Outlook revision incorporates Fitch's view that various headwinds may drive profitability and leverage metrics to remain outside of Fitch's negative sensitivities through YE 2024 or longer. Aircraft availability and air traffic control issues are having a greater impact on Spirit relative to some competitors, limiting the company's post-pandemic margin recovery. Longer-term, Fitch believes that Spirit's low-cost structure and its ability to stimulate demand will drive margins closer to pre-pandemic levels. However, the timeline for improvement is uncertain given various industry headwinds. Should Spirit exhibit improving aircraft utilization and margin trends over the next 6-12 months, the Outlook may be revised to Stable, whereas continued underperformance may drive a downgrade. Spirit's rating is independent of its pending acquisition by JetBlue. Should the acquisition close, Fitch will likely equalize the two ratings. JetBlue is currently rated 'BB-'/Negative. The Spirit acquisition may drive a downgrade of JetBlue's rating, likely by one notch. Also in September 2023, Egan-Jones Ratings Company maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Spirit Airlines, Inc. SPIRIT AIRLINES: Fitch Lowers IDR to 'B', Outlook Negative ---------------------------------------------------------- Fitch Ratings has downgraded Spirit Airlines' Issuer Default Rating (IDR) to 'B' from 'B+'. The Rating Outlook is Negative. Fitch has also downgraded Spirit IP Cayman Ltd.'s and Spirit Loyalty Cayman Ltd.'s senior secured debt to 'BB'/'RR1' from 'BB+/RR1'. The downgrade reflects guidance from Spirit that management anticipates fourth quarter operating margins and 2024 growth prospects to be materially below Fitch's prior expectations. Fitch believes that Spirit faces headwinds in its efforts to drive improved profitability in 2024 from engine availability issues, pressure on consumers, and intense competition. Failure to improve profitability would lead to cash burn through 2024, decreasing the company's financial flexibility ahead of the 2025 maturity of its loyalty program bonds. Fitch believes that Spirit has some options to raise further capital, including raising cash via an unencumbered asset base in excess of $500 million plus pending compensation from RTX. In the near term, the 'B' IDR remains supported by Spirit's cash and revolver availability that together total $1.2 billion. A continued decline in liquidity, absent a clear pathway for a reduction in liquidity and refinance risk may drive a negative rating action. KEY RATING DRIVERS Delayed Profitability Improvement: Ongoing operating inefficiencies and softer than expected domestic fares are driving weaker than expected margins in 2023. Engine availability issues along with fare weakness present material headwinds towards margin improvement in 2024, causing credit metrics to remain weaker for longer in Fitch's updated forecast. Fitch expects EBIT margins to trend higher over time, but the time frame for improvement is uncertain. Spirit reported a negative operating margin of -15% in the third quarter and expects it to decrease in the fourth quarter. Pratt & Whitney Engine Issues: Spirit reports that geared-turbofan (GTF) engine inspection issues will drive an average of 26 of its aircraft to be out of service through 2024, causing a material revision to the company's anticipated growth rate. Spirit now expects 2024 capacity to be flat to up by mid-single digits next year, compared to the teens in Fitch's prior forecast. Lower growth will drive unit cost pressures that will be difficult to offset in the near term. Fitch expects this to be partly offset by compensation from Pratt & Whitney, but the timing and magnitude of such reimbursements are unknown at this time. Fitch does expect the compensation to represent a material cash inflow given the extent of Spirit's exposure to the GTF engine. Spirit currently operates a fleet of 202 aircraft. The A320 NEO family aircraft supported by the GTF engines represent the most efficient planes in Spirit's fleet and the grounding of such a material portion of these planes constitutes a material headwind. Declining Financial Flexibility: Fitch views Spirit's financial flexibility as weakening as operating losses continue. At Sept. 30, 2023, the company reported a cash and short-term investments balance of $929 million, which is down by more than $500 million since year-end 2022. The company also needs to address the 2025 maturity of its $1.1 billion 8% bonds, the refinancing of which would be more costly given the current interest rate environment. Other options to raise cash such as borrowing against unencumbered or lowly leveraged assets may provide some flexibility, though these options are limited given that the company has few unencumbered assets and it has already leveraged its loyalty program. Weaker Near-Term Domestic Leisure Demand: Domestic leisure demand, specifically markets and customers targeted by low cost carriers, has shown softness relative to Fitch's prior expectations. Spirit reports continued fare discounting in the fourth quarter through the pre-Thanksgiving period. This contrasts with results reported by larger network carriers, which have reported stable domestic demand. The disparity is likely driven in part by significant capacity added into leisure markets by low-cost carriers along with economic pressures hitting the low-cost carrier's target market. Fitch also believes that the large network carriers continue to compete more effectively with the U.S. ultra low-cost carriers (ULCCs) with their basic economy products, more expansive route networks and, and more attractive loyalty offerings. Spirit reported a 17.4% decline in unit revenues in the third quarter. Fitch anticipates that Spirit may address these issues by slowing its growth and re-orienting its network toward less competitive markets. However, these options present their own risks as slower growth will pressure unit costs while network changes risk entering markets that have insufficient demand to support profitable operations. Limited FCF: Fitch expects FCF to be negative by several hundred million dollars in 2023, a negative revision from its prior forecast, as operating margins remain below historical averages. Spirit plans to use sale-leaseback financing or direct operating leases the for the bulk of its aircraft deliveries, limiting its upfront capex. Another option could be to potentially defer deliveries. However, weaker than expected results may keep FCF negative into 2024, before potentially turning positive in 2025. In addition, aircraft lease expenditures are expected to increase materially through the forecast, keeping pressure on Spirit's lease-adjusted leverage. JetBlue Acquisition: Spirit's rating is independent of its pending acquisition by JetBlue Airways Corporation. Should the acquisition close, Fitch will likely equalize the two ratings. JetBlue is rated 'BB-'/Negative. The Spirit acquisition may drive a downgrade of JetBlue's rating. DERIVATION SUMMARY Spirit's 'B' rating is a notch below competitors such as American Airlines and United Airlines and is two notches lower than low-cost competitor JetBlue. Fitch views Spirit's financial profile as weaker than the other airlines rated 'B+' due to higher near-term leverage and coverage in connection with a slower rebound in operating margins following the pandemic. Fitch also believes Spirit's financial flexibility is weaker than either United or American, as the larger airlines have more ready access to debt markets and larger bases of unencumbered assets. These weaknesses are partly offset by Spirit's lower-cost structure, which generally allows the company to generate profits on lower fare levels and to stimulate demand. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer Include: - Fitch's base case incorporates capacity and traffic growing by mid-teens percentages in 2023 and low-double digits thereafter. - Fitch expects modestly lower revenue per available seat mile (RASM) in 2023 compared with 2022, reflecting current trends and difficult yoy comparisons after a sharp increase in 2022. RASM is expected to expand modestly beyond 2023. - Jet fuel is assumed at $2.85/gallon for 2023, declining modestly thereafter. RECOVERY ANALYSIS Key Recovery Rating Assumptions The recovery analysis assumes Spirit would be reorganized as a going concern in bankruptcy rather than liquidated. Going-Concern (GC) Approach The GC EBITDA estimate of $450 million reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. The GC EBITDA assumption is above levels generated through the pandemic downturn and forecast EBITDA for 2023. Fitch believes that profits from the pandemic period through 2023 are temporarily depressed due to a confluence of temporary factors. Near-term influences include GTF engine availability, domestic demand headwinds and ATC constraints. Spirit last generated an EBITDAR below $500 million in 2014, when it was a significantly smaller airline. The choice of this multiple considered the following factors: Historical bankruptcy case study exit multiples for peer companies ranged from 3.1x to 6.8x. The mid-point of the range is supported by the company's growth prospects over time. The value available to holders of the loyalty program assets is dependent upon the size of Spirit's loyalty member base and associated cash flows. Actions that cause loyalty cash flows to decline, including a shrinking footprint, asset sales, etc. may cause the value available to the loyalty program debt to decrease which could impact the recovery rating over time. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Completion of the acquisition by JetBlue in a credit-conscious manner. Standalone Spirit Airlines Upgrade Sensitivities - Mid-cycle EBITDAR leverage below 5x; - Mid-cycle EBITDAR fixed-charge coverage sustained above 2x; - Improving operational stability leading FCF to trend toward neutral or higher and EBITDA trending toward pre-pandemic levels. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Completion of the acquisition by JetBlue in a manner leading to credit or operating metrics remaining above levels commensurate with the current rating. Standalone Spirit Airlines Downgrade Sensitivities - Heightened liquidity risks, including cash + revolver availability declining below $800 million and/or decreasing likelihood of ability to access contingent liability options; - Continued underperformance and/or reduced capital markets access that increases refinance risks; - EBITDAR fixed-charged coverage below 1.5x; - Mid-cycle EBITDAR leverage remaining above 6x LIQUIDITY AND DEBT STRUCTURE Lower Liquidity: As of Sept. 30, 2023, Spirit had cash and cash equivalents of $818.3 million plus $110.9 million in short-term investments. The company has full availability under its $300 million revolving credit facility though the facility matures in March 2024. Spirit's short-term investments consist of U.S. treasury and government agency securities with maturities of less than 12 months. Fitch has not factored in any potential reimbursements from RTX into its liquidity forecasts. Spirit's total liquidity (cash plus short-term investments) has come down through the course of 2023 driven by operating cash outflows and debt repayment. In prior forecasts, Fitch considered Spirit's liquidity to be adequate assuming improving operating cash flows over the course of 2024. However, continued cash burn absent other capital injections could drive liquidity concerns over time ISSUER PROFILE Spirit Airlines, Inc. is a Florida-based ultra low cost air carrier. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Spirit Airlines, Inc. LT IDR B Downgrade B+ Spirit Loyalty Cayman Ltd. senior secured LT BB Downgrade RR1 BB+ Spirit IP Cayman Ltd. senior secured LT BB Downgrade RR1 BB+ SUNLIGHT FINANCIAL: Case Summary & 27 Largest Unsecured Creditors ----------------------------------------------------------------- Lead Debtor: Sunlight Financial Holdings Inc. 101 North Tryon Street, Suite 900 Charlotte, North Carolina 28246 Business Description: Sunlight Financial Holdings Inc. operates a business-to-business-to-consumer, technology-enabled point-of-sale financing platform. The Company provides solar and home improvement contractors across the United States with the ability to offer homeowners loans funded by the Company's capital providers. The Company uses proprietary technology and deep credit expertise to simplify the financing process for contractors and installers, capital providers, and homeowners, successfully helping over 125,000 homeowners install residential solar systems, reduce their carbon footprint, and save money. Chapter 11 Petition Date: October 30, 2023 Court: United States Bankruptcy Court District of Delaware Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Sunlight Financial Holdings Inc. (Lead Case) 23-11794 Sunlight Financial LLC 23-11790 SL Financial Investor I LLC 23-11791 SL Financial Investor II LLC 23-11792 SL Financial Holdings Inc. 23-11793 Debtors' Attorneys: Ray C. Schrock, Esq. Alexander W. Welch, Esq. Alejandro Bascoy, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 E-mail: ray.schrock@weil.com alexander.welch@weil.com alejandro.bascoy@weil.com Debtors' Local Counsel: Daniel J. DeFranceschi, Esq. Zachary I. Shapiro, Esq. James F. McCauley, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Tel: (302) 651-7700 E-mail: defranceschi@rlf.com shapiro@rlf.com mccauley@rlf.com Debtors' Financial Advisor: ALVAREZ & MARSAL NORTH AMREICA, LLC 600 Madison Avenue New York, New York 10022 Debtors' Investment Banker: GUGGENHEIM PARTNERS, LLC 330 Madison Avenue New York, New York 10017 Debtors' Counsel: MCGUIREWOODS LLP Tower Two-Sixty, 260 Forbes Avenue #1800 Pittsburgh, PA 15222 Debtors' Claims, Noticing & Solicitation Agent: OMNI AGENT SOLUTIONS, INC. 5955 De Soto Avenue Suite 100 Woodland Hills, CA 91367 Total Assets as of Aug. 31, 2023: $403,848,901 Total Debts as of Aug. 31, 2023: $173,943,096 The petitions ware signed by Matthew R. Potere as chief executive officer. Full-text copies of two of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4GD7BBY/Sunlight_Financial_LLC__debke-23-11790__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/JPM6R7I/Sunlight_Financial_Holdings_Inc__debke-23-11794__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 27 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Georgia's Own Credit Union Bank Loans $1,004,824 Attn.: David Preter, CEO 100 Peachtree Street, Suite 2800 Atlanta, Georgia 30303 Phone: (404) 874‐1166 Email: david.preter@georgiasown.org 2. CapGemini America Inc. Trade Payables $226,604 Attn.: Jim Bailey, CEO, Americas 79 Fifth Avenue, 3rd Floor New York, New York 10003 Phone: (973) 337‐2700 Email: jim.bailey@capgemini.com 3. Turnstile Capital Trade Payables $133,581 Management, LLC Attn.: Viv Woolford, VP, Sales & Recovery 402 West Broadway, 20th Floor San Diego, California 92101 Phone: (877) 411‐3582 Email: viv@woolfordfinancial.com 4. 101 N Tryon, LLC Trade Payables $110,531 Attn.: Ned Austin, VP, Leasing ‐ Crescent Communities, LLC 227 West Trade Street, Suite 1000 Charlotte, North Carolina 28202 Phone: (980) 321‐6000 Email: naustin@crescentcommunities.com 5. ITA Group Trade Payables $70,608 Attn.: Brent Vander Waal, President & CEO 4600 Westown Parkway West Des Moines, Iowa 50266 Phone: (800) 257‐1985 Email: bvanderwaal@itagroup.com 6. Great America Portfolio Trade Payables $68,224 Services Group Attn.: Joe Andries, VP & General Manager One GreatAmerica Plaza 625 1st Street SE, Suite 200 Cedar Rapids, Iowa 52401 Phone: (800) 234‐8787 Email: jandries@greatamerica.com 7. Omnidian, Inc. Trade Payables $68,071 Attn.: Mark Liffmann, CEO & Founder 107 Spring Street Seattle, Washington 98104 Phone: (800) 597‐9127 Email: mliffmann@omnidian.com 8. Veracode, Inc. Trade Payables $52,319 Attn.: Sam King, CEO 65 Blue Sky Drive Burlington, Massachusetts 01803 Phone: (339) 674‐2500 Email: sking@veracode.com 9. Genability Inc. Trade Payables $30,000 Attn.: Kiran Bhatraju, Founder & CEO, Arcadia 555 11th Street NW Washington, District of Columbia 20005 Phone: (415) 371‐0136 Email: bhatraju@arcadiapower.com 10. RingCentral Inc. Trade Payables $24,862 Attn.: Mo Katibeh, President & COO 20 Davis Drive Belmont, California 94002 Phone: (833) 325‐0483 Email: mo@ringcentral.com 11. RiskExec, LLC Trade Paybles $18,000 Attn.: Anurag Agarwal, President 8331 E Walker Springs Lane, Suite 204 Knoxville, Tennessee 37923 Phone: (202) 765‐2150 Email: aagarwal@asurity.com 12. Microsoft Corporation Trade Payables $16,174 Attn.: Satya Nadella, Chairman & CEO One Microsoft Way Redmond, Washington 98052 Phone: (425) 882‐8080 Email: satya@microsoft.com 13. The Hartford Trade Payables $15,770 Attn.: Christopher Swift, Chairman & CEO 690 Asylum Avenue Hartford, Connecticut 06155 Phone: (860) 547‐5000 Email: christopher.j.swift@thehartford.com 14. CloudMyBiz, Inc. Trade Payables $14,742 Attn.: Mike Walsh, CEO 15303 Ventura Boulevard, 9th Floor Sherman Oaks, California 91403 Phone: (877) 703‐4488 Email: mike@cloudmybiz.com 15. CoreLogic Solutions LLC Trade Payables $12,621 Attn.: Jim Balas, CFO 40 Pacifica, Suite 900 Irvine, California 92618 Phone: (800) 426‐1466 Email: jbalas@corelogic.com 16. Thomson Reuters Trade Payables $11,122 Attn.: Steve Hasker, President & CEO 610 Opperman Drive Eagan, Minnesota 55123‐1396 Phone: (651) 687‐7000 Email: steve.hasker@thomsonreuters.com 17. Zoho Corporation Trade Payables $9,480 Attn.: Sridhar Vembu, CEO 4708 Highway 71 E Del Valle, Texas 78617‐321 Phone: (888) 900‐9646 Email: svembu@zohocorp.com 18. Harland Clarke Trade Payables $9,039 Attn.: Paul Mandeville, Chief Product Officer 15955 La Cantera Parkway San Antonio, Texas 78256 Phone: (210) 697‐8888 Email: paul.mandeville@vericast.com 19. Verdata, Inc. Trade Payables $2,763 Attn.: Mike Mondelli, CEO 1717 E Cary Street Richmond, Virginia 23223 Phone: (404) 307‐8539 Email: mike.mondelli@verdata.com 20. TLO Inc. Trade Payables $2,684 Attn.: Chris Cartwright, President & CEO, Transunion 555 W Adams Street Chicago, Illinois 60661 Phone: (312) 985‐2000 Email: chris.cartwright@transunion.com 21. Toppan Merrill LLC Trade Payables $930 Attn.: Cindy Sattler, CFO 1325 Avenue of the Americas, 33rd Floor New York, New York 10019 Phone: (800) 688‐4400 Email: cindysattler@toppanmerrill.com 22. Twilio Inc. Trade Payables $843 Attn.: Jeff Lawson, Co‐Founder, CEO & Chairman 101 Spear Street, Floor 5 San Francisco, California 94105‐1554 Phone: (415) 390‐2337 Email: jlawson@twilio.com 23. Corporation Service Company Trade Payables $780 Attn.: Rod Ward, President & CEO 251 Little Falls Drive Wilmington, Delaware 19808 Phone: (866) 403‐5272 Email: rod.ward@cscglobal.com 24. Giact Systems, LLC Trade Payables $751 Attn.: Melissa Townsley, CEO 700 Central Expressway S, Suite 300 Allen, Texas 75013 Phone: (866) 918‐2409 Email: melissa.townsley@giact.com 25. Charlotte Plantscapes Inc. Trade Payables $469 Attn.: Diane Schwab, Founder & Owner 6735 Reames Road, Suite 500 Charlotte, North Carolina 28216 Phone: (704) 529‐1399 Email: dianeschwab@charlotteplantscapes.com 26. Interior Foliage Design Inc. Trade Payables $202 Attn.: Matthew Schechter, Principal 47‐47 58th Street Woodside, New York 11377 Phone: (718) 784‐4527 Email: matthew@interiorfoliage.com 27. E‐Oscar Trade Payables $30 Attn.: Chris Cartwright, President & CEO, Transunion Dept. 224501 P.O. Box 55000 Detroit, Michigan 48255‐2245 Phone: (800) 437‐9102 Email: chris.cartwright@transunion.com SWEETWATER GOLF: Involuntary Chapter 11 Case Summary ---------------------------------------------------- Alleged Debtor: Sweetwater Golf and Country Club, Inc. 2600 Bolzano Drive Apopka, FL 32714 Involuntary Chapter 11 Petition Date: October 31, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-04594 Petitioner's Counsel: Kenneth D. Herron, Jr., Esq. HERRON HILL LAW GROUP, PLLC 214 S. Lucernce Circle Orlando, Florida 32801 Phone: 407-648-0058 E-mail: chip@herronhilllaw.com A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XK6VU5I/Sweetwater_Golf_and_Country_Club__flmbke-23-04594__0001.0.pdf?mcid=tGE4TAMA Alleged creditor who signed the petition: Petitioner Nature of Claim Claim Amount Ubuildit - Central Florida LLC Unpaid Invoice $19,200 150 Cocoa Isles Blvd #301 for Services Cocoa Beach, Florida 32931 THERATECHNOLOGIES INC: Proposes Public Offering of Common Shares ---------------------------------------------------------------- Theratechnologies Inc. announced the launch of a marketed public offering of common shares of the Company. The Company intends to grant the underwriter a 30-day option to purchase up to an additional 15% of the number of Common Shares to be sold pursuant to the Public Offering. In connection with the Public Offering, the Company intends to enter into a subscription agreement with Investissement Quebec for a concurrent private placement of Common Shares (and Common Share equivalents in the form of pre-funded, non-voting subscription receipts, exchangeable into Common Shares on a one-for-one basis in lieu of Common Shares), for up to US$12.5 million aggregate gross proceeds). As part of the Concurrent Private Placement, it is expected that Investissement Quebec will be granted rights to nominate one director to the Company's board of directors. The consummation of the Concurrent Private Placement will be contingent upon the closing of the Public Offering. Cantor Fitzgerald & Co. is acting as the underwriter for the Public Offering. A preliminary prospectus supplement to the Company's short form base shelf prospectus dated Dec. 14, 2021 was filed with the securities regulatory authorities in each of the provinces of Canada as well as with the U.S. Securities and Exchange Commission as part of its registration statement on Form F-10 under the U.S.-Canada multijurisdictional disclosure system ("MJDS"). The Public Offering will be made in Canada only pursuant to the Prospectus Supplement and Base Shelf Prospectus and in the United States only pursuant to the Registration Statement, containing the Prospectus Supplement and the Base Shelf Prospectus, filed with the SEC under the MJDS. Copies of the Prospectus Supplement and the Base Shelf Prospectus are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, and a copy of the Registration Statement is available on EDGAR at www.sec.gov. Copies may also be obtained from Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York 10022, or by e-mail at prospectus@cantor.com. Completion of the Public Offering and Concurrent Private Placement will be subject to customary closing conditions, including the listing of the Common Shares and the Common Shares underlying the Exchangeable Subscription Receipts on the Toronto Stock Exchange and the submission of notice to the Nasdaq Global Market. Prospective investors should read the Prospectus Supplement, Base Shelf Prospectus and Registration Statement before making an investment decision. About Theratechnologies Theratechnologies (TSX: TH) (NASDAQ: THTX) -- www.theratech.com -- is a biopharmaceutical company focused on the development and commercialization of innovative therapies addressing unmet medical needs. Montreal, Canada-based KPMG LLP, the Company's auditor since 1993, issued a "going concern" qualification in its report dated Feb. 27, 2023, citing that the Company's convertible notes mature in June 2023 and its Loan Facility contains various covenants, including minimum liquidity covenants. There is material uncertainty related to events or conditions that cast substantial doubt about its ability to continue as a going concern. TOWER BONDING: A.M. Best Affirms 'B-' Finc'l. Strength Rating ------------------------------------------------------------- AM Best has revised the outlooks to positive from stable and affirmed the Financial Strength Rating of B- (Fair) and the Long-Term Issuer Credit Rating of "bb-" (Fair) of Tower Bonding & Surety Company (Tower Bonding) (San Juan, PR). These Credit Ratings (ratings) reflect Tower Bonding's balance sheet strength, which AM Best assesses as adequate, as well as its marginal operating performance, limited business profile and marginal enterprise risk management (ERM). The revision of the outlooks to positive reflects the sustained, but somewhat variable, improvement in Tower Bonding's operating profitability in recent years with this trend continuing through the first half of 2023. Tower Bonding has reported favorable net underwriting income and pre-tax operating results over the past five years. The combined and operating ratios are elevated in comparison with the AM Best composite average; however, the composite is skewed by large national surety writers. The company's elevated expense ratio is driven by a high commission and its other expense structure. Tower Bonding's balance sheet strength metrics have also improved as the result of increased profitability, which has driven the growth in policyholder surplus. The company's business profile assessment is driven by a geographic concentration of risk and limited product diversification as it writes bail bonds in Puerto Rico, a market with challenging macroeconomic conditions. However, Tower Bonding has minimal competition. The company's ERM is assessed as marginal given its limited capabilities relative to its risk profile. TRAVEL & LEISURE: Fitch Affirms BB- IDR & Alters Outlook to Stable ------------------------------------------------------------------ Fitch Ratings has affirmed the Issuer Default Rating (IDR) of Travel + Leisure Co. (TNL) at 'BB-'. The Rating Outlook has been revised to Stable from Negative. The ratings reflect TNL's competitive market position within the timeshare industry, strong FCF generation and improving leverage profile. The company has consistently produced positive FCF, even throughout the pandemic, which highlights the resilience of the timeshare operating model. The forward-looking nature of the business provides visibility into future revenues, reducing uncertainty and pointing to improving customer credit quality. The revision of the Rating Outlook to Stable from Negative reflects greater stability in credit metrics. Variation from Published Criteria Fitch's Corporate Rating Criteria calls for deconsolidation of the company's financial services (FS) operations and assumes a hypothetical capital injection to achieve the target standalone capital structure. A variation from Fitch's Corporate Rating Criteria was made as Fitch-adjusted EBITDA incorporates income earned from the company's FS operations. Fitch considers the cash generated by Wyndham Consumer Finance (the wholly-owned consumer financing subsidiary), which flows up directly to Travel and Leisure, to be relatively stable and sustainable. Therefore, its inclusion better depicts the company's true operating position as this cashflow supports TNL's ability to service debt and finance its operations. KEY RATING DRIVERS Improving Leverage Profile: Fitch expects leverage to continue downward as EBITDA recovers through the forecast period. For the year ended 2022, TNL's leverage was at 4.4x and forecast to reach 4.0x by the end of 2023. Fitch's leverage calculation includes TNL's net interest margin from timeshare financing, which has been defined as a variation from criteria. However, Fitch excludes the related non-recourse debt while applying an adjustment to ensure proper capitalization of the company's captive finance operations. TNL has a stated net debt to adjusted EBITDA target of 2.25x-3.00x, which includes financing income and nets the gross recourse debt with cash and excludes non-recourse debt. The Company is currently operating above TNL defined net leverage at 3.7x as of 3Q23; however, downward momentum is expected to continue as the company allocates excess FCF amongst dividends, share repurchases and debt paydown. Solid Operating Model: Fitch notes that TNL generates a substantial portion of its revenues from recurring sources at roughly 75% of 2022 revenues. This is predominately comprised of Vacation Ownership Interests (VOI) upgrade sales, property management fees, consumer financing, exchange transactions and subscription revenues. The operating model is also prepaid by nature, as roughly 80% of the 816,000 owners as of Dec. 31, 2022 have no loans outstanding. Fitch views these factors positively as it provides greater visibility for future revenues somewhat buffered against inflationary pressures or economic downturns given the lock in rate component. The credit quality of TNL's customers has been strengthening over time with an average FICO score of 736 in 2022 as compared with 609 in 2008. This improvement has brought TNL's new originations in line with those of peers Hilton Grand Vacations (HGV) and Marriott Worldwide Vacations Club (VAC) and supports operating stability during a downturn. Operations Continue to Recover: The average booking window has remained consistent at 120 days, suggesting leisure travel trends remain consistent in the near term, although Fitch expects a slight pullback in 2024 amidst a potential recessionary environment. Overall Fitch expects inflation risks to be manageable for the timeshare industry. Rising inflation can improve the value proposition for timeshare properties relative to the increased cost of alternative products such as hotels and vacation rentals. Moreover, wages and other expenses at the property level are borne by the homeowners' associations and TNL's marketing and sales positions are commission-based. Fitch expects inflation to have a limited impact on TNL's development spending as no material construction projects are underway and it has ample excess inventory with the ability to reacquire low cost inventory. Exchange Business Uncertainty: There is greater uncertainty around future fluctuations in the exchange business outlook given the evolving nature of the industry. The increasingly consolidated industry challenges the exchange business practice as an array of existing options can be fulfilled under a single dominate timeshare player. However, the Resort Condominium International (RCI) Exchange Platform is also a key differentiator as compared with its peers given the expansive network afforded as one of the two largest timeshare exchange networks. This segment overall provides for greater diversification across revenue streams as well as geographies through the sheer scale of the platform. Well-Positioned in a Competitive Industry: With 245 resorts concentrated in destination cities, TNL is the largest timeshare operator based on owner families, which provides some economies of scale and facilitates third-party marketing relationships. TNL is well positioned within the timeshare industry and has a diversified portfolio of vacation ownership brands operating under the Wyndham Destinations business line including Club Wyndham, WorldMark by Wyndham, Shell Vacations Club, Margaritaville Vacation Club by Wyndham and Presidential Reserve by Wyndham. TNL has one of the strongest loyalty programs in the industry, Wyndham Rewards, with 99 million members. Loyalty programs are crucial for chains like Wyndham, as these programs drive repeat business that translates into repeat selling opportunities in the timeshare industry. Cyclicality of Timeshare Industry: The domestic timeshare market is mature, with above-average economic cyclical sensitivity owing to the consumer discretionary nature of the product. During the Global Financial Crisis, industry-wide VOI sales declined over 27%, which exceeded most other Gaming, Lodging & Leisure sub-sectors' degrees of cyclicality. The industry has a variety of competitive alternatives, including the hotels and alternative lodging accommodation businesses, such as Airbnb, Inc., Vrbo, and FlipKey. The consolidation of the industry into smaller, but well capitalized companies has allowed the industry to sustain and recover more quickly from economic downturns. DERIVATION SUMMARY TNL's ratings reflect its strong position in the timeshare industry and the diversification benefits of its less capital-intensive exchange business. The ratings are constrained, however, by moderately high financial leverage and by the discretionary nature of timeshare sales. TNL is the largest timeshare operator with close to 816,000 owner families in its system. Comparable peers by size include Marriott Vacations Worldwide (VAC) with 700,000 owner families, followed by Hilton Grand Vacations (HGV; BB/Stable) with 519,000 members. TNL and VAC's revenues are diversified relative to HGV due to the inclusion of their timeshare exchange networks, Resorts Condominium International (RCI) and Interval International respectively. VAC gained access to Interval's network through its 2018 acquisition of Interval Leisure Group (ILG). Additionally, VAC has greater brand diversification relative to HGV and TNL through its relationship with Marriott International and ILG's exclusive licenses to use the Starwood and Hyatt timeshare brands. Additionally, HGV's recent acquisition of Diamond Resorts further broadens HGV's addressable market through an expanded regional network in the U.S. as well as a wider range of products and price points. This again speaks to the increasingly consolidated nature of the timeshare industry, made up of a few large players. Under Fitch's Corporate Rating Criteria treatment for corporate issuers with captive finance subsidiaries, Fitch calculates an appropriate target debt-to-equity ratio for the finance subsidiary based on its asset quality, funding and liquidity. If the finance subsidiary's target debt-to-equity ratio, based on Fitch's calculations, is lower than the actual ratio, Fitch assumes that the parent injects additional equity into the finance subsidiary to bring the debt-to-equity ratio down to the appropriate target level. Fitch's Corporate Rating Criteria assumes that the corporate entity (TNL) funds the capital injection either by an increase in gross debt, a reduction in cash, or a combination of the two. On an as-reported basis, Fitch considers the effect of this equity injection in its analysis of TNL's credit profile vis-à-vis an increase in gross debt. For TNL's captive finance subsidiary, Fitch calculates an appropriate target debt-to-equity ratio of 2.0x, which is below the actual ratio in the high-single digits as of FYE22. As a result, Fitch makes an adjustment by adding $313 million of non-recourse timeshare receivable debt to its adjusted leverage calculation for TNL. This represents the capital injection needed to bring its captive finance subsidiary's debt-to equity ratio down to 2.0x. Given the strong FCF profile of TNL, Fitch expects cash will accumulate through the forecast years above an assumed minimum amount required for operations through the cycle. On a forward basis, Fitch assumes TNL will build readily available cash with retained FCF after assumed share buybacks, net working capital requirements and net acquisitions. This results in Fitch's captive finance debt adjustment beginning to be allocated in forecast metrics as a reduction to cash rather than solely an increase to gross debt. This is due to Fitch's forecast of TNL having sufficient cash to support the hypothetical capitalization of the finance subsidiary and what the agency assumes to be its operational cash needs. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer - Vacation ownership revenues at 100% of 2019 levels by 2023, a slight decline in 2024 and low single digit growth thereafter; - Exchange revenues at 80% of 2019 levels in 2023, reaching roughly 100% of 2019 levels by 2026; - Financing income and expense included within EBITDA; - Base interest rates applicable to the company's outstanding variable rate debt obligations reflects current SOFR forward curve; - Share repurchases at 9%-10% of revenues and dividends at 3%-4% of revenues through forecast period. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - EBITDA leverage sustaining below 3.0x; - Greater cash flow diversification by brand and/or business line; - Evidence of through-the-cycle sustainability in the company's capital light inventory sources such that it does not materially affect TNL's financial flexibility and operational strategy. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Severe disruption in the ABS markets such that TNL needs to provide material support to its captive finance subsidiary; - Consistently negative FCF and material decline in liquidity; - EBITDA leverage sustaining above 4.0x. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity Profile: At 2Q23, TNL has $214 million in cash and cash equivalents, and $604 million of available capacity under its $1.0 billion revolving credit facility. Near-term maturities represent approximately 8% and 17% of total debt maturing in 2024 and 2025, respectively. Since TNL is reliant on the asset-backed securities (ABS) market to help fund its timeshare customer lending activities, Fitch notes that a significant economic downturn resulting in tightened credit markets could pressure TNL's securitization market access and potentially require the company to provide support to its finance subsidiary. This risk is somewhat mitigated by the company's annual extension of its two-year $600 million receivable securitization warehouse facility. As of 2Q23, the combined availability of TNL's USD and AUD/NZD conduit facilities totaled $220 million with capacity of $749 million ($529 million outstanding). ISSUER PROFILE Travel + Leisure, Co. is a timeshare company that operates in two segments. Within its Vacation Ownership segment, TNL develops, markets, sells and manages VOIs and provides consumer financing in connection with the VOI sales. Through the Travel and Membership segment, TNL operates the world's largest vacation exchange network, Resorts Condominium International. Criteria Variation A variation from Fitch's Corporate Rating Criteria was made as Fitch adjusted EBITDA incorporates income earned from the company's FS operations ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Travel + Leisure Co. LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR2 BB+ UNITY COURIER: Fails to Pay Proper Wages, Chand Alleges ------------------------------------------------------- RAJESHWAR CHAND, individually and on behalf of all other similarly situated, Plaintiff v. UNITY COURIER SERVICES INC.; and DOES 1 through 50, inclusive, Defendant, Case No. 23CV047719 (Cal. Super., Alameda Cty., Oct. 16, 2023) is an action against the Defendants for failure to pay minimum wages, overtime compensation, authorize and permit meal and rest periods, provide accurate wage statements, and reimburse necessary business expenses. Plaintiff Chand was employed by the Defendants as a staff. UNITY COURIER SERVICES INC. provides courier services. The Company delivers individually addressed letters, parcels, and packages. [BN] The Plaintiff is represented by: Emil Davtyan, Esq. David Yeremian, Esq. David Keledjian, Esq. David Arakelyan, Esq. D.LAW, INC. 880 E. Broadway Glendale, CA 91205 Telephone: (818) 962-6465 Facsimile: (818) 962-6469 Email: emil@d.law d.yeremian@d.law d.keledjian@d.law d.arakelyan@d.law UPTOWN 240: Selling Assets to 240 Lake Dillon for $12.75MM ---------------------------------------------------------- Uptown 240, LLC asked the U.S. Bankruptcy Court for the District of Colorado for authority to sell most of its assets to 240 Lake Dillon Drive Developer, LLC. 240 Lake made a $12.75 million offer for the assets, including Uptown 240's real property in Dillon, Colo., which the company planned to turn into a mixed-use property consisting of 80 condominium units and commercial spaces. 240 Lake's offer was selected as the winning bid following extensive negotiations with prospective buyers and Uptown 240's secured creditors. The backup bidder is JGJP Dillon, LLC. The assets are being sold "free and clear" of liens, claims, and encumbrances, according to the sale contract entered into by the companies on Oct. 18. The closing date is Dec. 27 or such earlier date as the buyer determines. Uptown 240 will use the proceeds from the sale to pay the claims of creditors, including JGJP Dillon, LLC's $9 million claim and Symmetry Builders, Inc.'s $1.35 million claim. The remaining funds will be distributed under Uptown 240's proposed Chapter 11 plan, according to the company's attorney, Keri Riley, Esq., at Kutner Brinen Dickey Riley, P.C. "The sale of the company's assets will maximize the value of the property for the benefit of creditors and will result in the repayment of the secured claims against the estate," the attorney said in court papers. About Uptown 240 Uptown 240, LLC, owns and operates a condominium complex in Dillon, Colo. The residences are an exclusive collection of 80-luxury mountain and lakeview condominiums. Uptown 240 filed its voluntary Chapter 11 petition (Bankr. D. Colo. Case No. 23-10617) on Feb. 23, 2023, with $10 million to $50 million in both assets and liabilities. Danilo A. Otto Borgo, president of Uptown 240, signed the petition. Judge Thomas B. Mcnamara presides over the case. The Debtor tapped Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, PC, as legal counsel and Eide Bailly, LLP as accountant. On April 21, 2023, the U.S. Trustee for Region 19 appointed an official committee of unsecured creditors in the Chapter 11 case. Onsager Fletcher Johnson Palmer, LLC is the committee's legal counsel. VBI VACCINES: Expands Proprietary Technology Platforms ------------------------------------------------------ VBI Vaccines Inc. announced the development of its next-generation mRNA-launched enveloped virus-like particle (eVLP) technology, which expands on the company's current proprietary eVLP technology by coding the particles in messenger RNA (mRNA). In preclinical studies, VBI's new mRNA-launched eVLP (MLE) technology has demonstrated an ability to generate stronger B- and T-cell signals than those seen with other mRNA vaccines tested. The MLE technology also has the added benefit of streamlined and accelerated chemistry, manufacturing, and control (CMC) processes and manufacturing timelines, similar to other known mRNA vaccine production platforms. "This innovative approach to vaccine development leverages the strengths of both our eVLP platform and those seen in mRNA vaccine technologies, resulting in a platform that has the potential to produce highly potent, well-tolerated vaccines in an accelerated timeframe," said David E. Anderson, VBI's chief scientific officer. "Our MLE technology uses the human body as a bioreactor to produce complex proteins that mimic the natural viral targets, stimulating a strong functional immune response. We are excited about the preclinical data generated to date and the manufacturing advantages of this technology, promising attributes which would be applied across a broad range of preventive and therapeutic targets." VBI's MLE Program Highlights: Multiple animal studies have assessed MLE presentation of target antigens compared to mRNA-expression alone - studies conducted include target antigens from cytomegalovirus (CMV), Epstein-Barr virus (EBV), and coronaviruses Immunologic Responses – Breadth & Potency: * MLE presentation of multiple antigens induced up to 10-fold higher neutralizing antibody responses vs. standard mRNA expression * MLE presentation of multiple antigens enhanced the induction of polyfunctional CD4 and CD8 T-cell responses – balanced, polyfunctional T-cells typically correlate with enhanced efficacy in both preventive and therapeutic settings * Breadth and quality of immune response to MLE technology expand the potential for MLE-targeted therapies across infectious disease, cancer, and allergic and autoimmune disease indications Durability of Immune Response: * Mice vaccinated with MLE-coded antigens experienced 12-fold stronger memory recall responses compared to standard mRNA-coded antigens alone, when challenged 7 months following immunization * Rapid immunologic recall responses can have clinical benefit in the form of improved durability of protection as well as protection against viral reactivation Functional Engineering: * Leveraging the flexibility of VBI's eVLP technology, target antigens can be expressed both internally and externally with the potential to "tune" the desired immune response About the mRNA-Launched eVLP (MLE) Program Standard mRNA vaccines are transported to cells in a lipid nanoparticle, carrying instructions in the form of genetic code that teach the immune system to generate proteins that trigger an immune response to a target antigen. VBI's MLE approach adds a structural viral protein core – the same protein at the core of VBI's eVLPs – to an mRNA vaccine. The addition of this protein instructs cells not only to create target antigens, but also to create eVLPs in vivo, which then circulate in the body, provoking the immune system to drive potent B-cell and T-cell responses. Detailed data are being targeted for presentation at a future scientific conference. About VBI Vaccines VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical company driven by immunology in the pursuit of powerful prevention and treatment of disease. Through its innovative approach to virus-like particles ("VLPs"), including a proprietary enveloped VLP ("eVLP") platform technology, VBI develops vaccine candidates that mimic the natural presentation of viruses, designed to elicit the innate power of the human immune system. VBI is committed to targeting and overcoming significant infectious diseases, including hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as aggressive cancers including glioblastoma (GBM). VBI is headquartered in Cambridge, Massachusetts, with research operations in Ottawa, Canada, and a research and manufacturing site in Rehovot, Israel. VBI Vaccines reported a net loss of $113.30 million for the year ended Dec. 31, 2022, a net loss of $69.75 million for the year ended Dec. 31, 2021, a net loss of $46.23 million for the year ended Dec. 31, 2020, a net loss of $54.81 million for the year ended Dec. 31, 2019, and a net loss of $63.60 million for the year ended Dec. 31, 2018. VIRGINIA REAL: Seeks to Hire Cox Law Group as Bankruptcy Counsel ---------------------------------------------------------------- Virginia Real Estate Services and Rentals, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Virginia to employ Cox Law Group PLLC as its bankruptcy counsel. The Debtor requires legal counsel to: (a) advise the Debtor regarding its powers and duties in the continued management and operation of the assets of its respective estates; (b) advise and consult on the conduct of the case; (c) attend meetings and negotiate with representatives of the Debtor's creditors and other parties in interest; (d) take all necessary action to protect and preserve the Debtor's estates; (e) prepare legal papers; (f) advise the Debtor in connection with any potential sale of assets; (g) appear before the court to represent the interests of the Debtor's estate before the court; (h) take any necessary action on behalf of the Debtor to negotiate, prepare on behalf of the Debtor, and obtain approval of Chapter 11 plan and documents related thereto; and (i) perform all other necessary or otherwise beneficial legal services to the Debtor in connection with prosecution of this case. The hourly rates of the firm's attorneys and staff are as follows: H. David Cox $400 Other Attorneys $300 Paralegals $100 In addition, the firm will seek reimbursement for expenses incurred. H. David Cox, Esq., a member at Cox Law Group, 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: H. David Cox, Esq. Cox Law Group, PLLC 900 Lakeside Drive Lynchburg, VA 24501 Telephone: (434) 845-2600 Facsimile: (434) 845-0727 Email: David@coxlawgroup.com About Virginia Real Estate Services and Rentals Virginia Real Estate Services and Rentals, LLC, formerly known as Virginia Real Estate Services, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 23-50486) on Oct. 16, 2023. In the petition filed by Dale King, manager and sole member, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. H. David Cox, Esq., at Cox Law Group, PLLC serves as the Debtor's bankruptcy counsel. WESTERN DENTAL: $490MM Bank Debt Trades at 22% Discount ------------------------------------------------------- Participations in a syndicated loan under which Western Dental Services Inc is a borrower were trading in the secondary market around 78.4 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $490 million facility is a Term loan that is scheduled to mature on August 18, 2026. The amount is fully drawn and outstanding. Western Dental Services, Inc., a dental and oral health maintenance organization, provides dental and oral health care services in California, Arizona, Nevada, and Texas. Western Dental Services, Inc. operates as a subsidiary of Premier Dental Services Inc. WINDSOR TERRACE: Seeks to Hire Hanson Bridgett as Special Counsel ----------------------------------------------------------------- Windsor Terrace Healthcare, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Central District of California to employ Hanson Bridgett LLP as their special healthcare regulatory litigation counsel. The firm will provide legal advice regarding numerous regulatory actions and defend the Debtors with respect to the issuance of citations by the California Department of Public Health and the imposition of civil monetary penalties and other penalties by the Centers for Medicare & Medicaid Services in connection with the Debtors' skilled nursing facilities. The firm will be paid at these rates: Lori Ferguson $760 Lori Moody $400 Casandra Del Monte $250 Robert Wallace $390 Madeline Anguiano $440 April Yang $440 Tammy Vu $420 Jenna Scott $490 Jillian Somers Donovan $625 Katherine Bowles $555 Anthony Dutra, Esq., a partner at Hanson Bridgett 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: Anthony J. Dutra, Esq. Hanson Bridgett LLP 425 Market Street, 26th Floor San Francisco, CA 94105 Tel: (415) 777-3200 Email: ADutra@hansonbridgett.com About Windsor Terrace Healthcare, LLC Windsor Terrace Healthcare, LLC are primarily engaged in the businesses of owning and operating skilled nursing facilities throughout the State of California. Collectively, the Debtors own and operate 16 skilled nursing facilities, which provide 24 hour, 7 days a week and 365 days a year care to patients who reside at those facilities. In addition to the 16 skilled nursing facilities, the Debtors own and operate one assisted living facility (which is Windsor Court Assisted Living, LLC), one home health care center (which is S&F Home Health Opco I, LLC), and one hospice care center (which is S&F Hospice Opco I, LLC). The Debtors do not own any of the real property upon which the facilities are located. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 23-11200) on Aug. 23, 2023. Windsor Sacramento Estates, LLC and Windsor Hayward Estates, LLC filed Chapter 11 petitions on Sept. 29. In the petitions signed by Avrohom Tress, manager, the Debtors disclosed up to $10 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the case. Ron Bender, Esq., Monica Y. Kim, Esq., and Juliet Y. Oh, Esq. at Levene, Neale, Bender, Yoo, and Golubchik LLP, represent the Debtor as legal counsel. Stretto, Inc. is the Debtor's claims, noticing and solicitation agent. WW INTERNATIONAL: $945MM Bank Debt Trades at 26% Discount --------------------------------------------------------- Participations in a syndicated loan under which WW International Inc is a borrower were trading in the secondary market around 73.8 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $945 million facility is a Term loan that is scheduled to mature on April 13, 2028. About $942.6 million of the loan is withdrawn and outstanding. WW International Inc., formerly weight watchers international Inc., is a global company headquartered in the US that offers weight loss. XPLORNET COMMS: $200MM Bank Debt Trades at 61% Discount ------------------------------------------------------- Participations in a syndicated loan under which Xplornet Communications Inc is a borrower were trading in the secondary market around 39.1 cents-on-the-dollar during the week ended Friday, October 27, 2023, according to Bloomberg's Evaluated Pricing service data. The $200 million facility is a Term loan that is scheduled to mature on October 1, 2029. The amount is fully drawn and outstanding. Xplornet Communications Inc operates as a broadband service provider. The Company offers voice and data communication services through wireless and satellite networks. Xplornet Communications serves customers in Canada. YAK TIMBER: Seeks to Hire Beaty & Draeger as Bankruptcy Counsel --------------------------------------------------------------- Yak Timber Inc. seeks approval from the U.S. Bankruptcy Court for the District of Alaska to employ Beaty & Draeger, Ltd. to handle the Chapter 11 proceedings. Beaty & Draeger will bill at the hourly rate $425. On May 10, 2023, Beaty & Draeger, Ltd was paid $50,000 by Yak-TatKwaan, the Debtor's parent company. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Terry P. Draeger, a partner at Beaty & Draeger, 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. Beaty & Draeger can be reached at: Terry P. Draeger, Esq. BEATY & DRAEGER, LTD. 3900 Arctic Blvd., Suite 101 Anchorage, AK 99503 Tel: (907) 563-7889 Fax: (907) 562-6936 About Yak Timber Yak Timber Inc., a timber company in Yakutat, Alaska, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Alaska Case No. 23-00080) on May 11, 2023. In the petition signed by its chief executive officer, Marvin Adams, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Gary Spraker oversees the case. Terry P. Draeger, Esq., at Beaty & Draeger, Ltd., is the Debtor's legal counsel. ********* 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. 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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. 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