/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/231124.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, November 24, 2023, Vol. 27, No. 327 Headlines 129 N WALNUT: Says Plan Not Patently Unconfirmable 14 EAST WASHINGTON: Exclusivity Period Extended to April 17, 2024 9300 WILSHIRE: Seeks to Extend Plan Exclusivity to January 19, 2024 A P REAL ESTATE: Unsecureds Owed $1.8M to Get $50K in Plan ABUNDANT TREASURES: Seeks Dec. 15 Extension to File Plan AJM MANAGEMENT: Exclusivity Period Extended to December 11 AKUMIN INC: Seeks $130MM DIP Loan from Stonepeak AMERICANAS SA: Recovery Plan Discussions Date Under Negotiation AMERIFIRST: Freddie Says It Hasn't Consented to Loan Servicing Sale AN GLOBAL: $22.7MM DIP Loan from Blue Torch Has Final OK ANAGRAM HOLDINGS: U.S. Trustee Appoints Creditors' Committee ANDERSON UNIVERSITY: Fitch Affirms B- LongTerm IDR, Outlook Stable ARA MACAO: Jan. 4 Hearing on Trustee/Committee Plan ASPIRE BAKERIES: Moody's Raises CFR to B2, Outlook Stable AVAYA HOLDINGS: S&P Raises ICR to 'CCC+' Post-Chapter 11 Emergence BELLA VENEZIA: Court Confirms 5-Year Plan BIRMINGHAM-SOUTHERN COLLEGE: Moody's Puts 'Caa2' Ratings on Review BLINK CHARGING: Amends Sales Agreement With Barclays, 5 Others BLOCK INC: S&P Upgrades ICR to 'BB+', Outlook Stable BORINQUEN NATURAL: Gen. Unsecureds Get $1,834 Monthly for 24 Months BROWNIE'S MARINE: Incurs $98,549 Net Loss in Third Quarter BUSINESSOLVER.COM: 92% Markdown for GS Middle Market II Loan CAN B CORP: Incurs $4.2 Million Net Loss in Third Quarter CASA SYSTEMS: Chief Technology Officer Weidong Chen to Retire CELSIUS NETWORK: Clients' Fees Face Bankruptcy Watchdog Pushback CERTENEJAS: Unsecureds Owed $372K to Get 5% to 10% Under Plan CHASE INDUSTRIES: Goldman Sachs Marks $12.1MM Loan at 86% Off CIDARA THERAPEUTICS: Nasdaq Sets Hearing Date for Appeal CODING SOLUTIONS: 83% Markdown for GS Middle Market II Loan CODING SOLUTIONS: Goldman Sachs Marks $2.1MM Loan at 83% Off COMMERCEHUB INC: Moody's Alters Outlook on 'B3' CFR to Negative CORA HEALTH: Goldman Sachs Marks $22.5MM Loan at 16% Off CORA HEALTH: Goldman Sachs Marks $378,000 Loan at 16% Off CRAWFISH WORLD: Case Summary & Seven Unsecured Creditors CREATING SCHOLARS: Jan. 19 Plan Confirmation Hearing CRYPTO CO: Incurs $359K Net Loss in Third Quarter CUSTOM ALLOY: Jan. 15 Deadline to Reply to Plan Objections CYPRESS CHRISTIAN SCHOOL: S&P Rates 2024 Revenue Bonds 'BB+' DECA DENTAL: Goldman Sachs Marks $1.7MM Loan at 37% Off DILIGENT CORPORATION: Goldman Sachs Marks $3.1MM Loan at 59% Off DIOCESE OF ROCKVILLE: Creditors Ask Court to Pause Chapter 11 DIVERSIFIED PANELS: Case Summary & 20 Largest Unsecured Creditors DOUBLE EAGLE: S&P Downgrades ICR to 'B-', Alters Outlook to Stable EAGLE HEMP: U.S. Trustee Unable to Appoint Committee ENVISTACOM LLC: Court Approves Disclosures and Confirms Plan ESO SOLUTIONS: Goldman Sachs Marks $3.6MM Loan at 41% Off ESO SOLUTIONS: Goldman Sachs Marks $3.6MM Loan at 41% Off ETHEMA HEALTH: Posts $2.1 Million Net Income in Third Quarter EVOKE PHARMA: Receives Delisting Notice From Nasdaq FC COMPASSUS: S&P Downgrades ICR to 'B-' on Weaker Profitability FIRST GUARANTY: Ex-Employees Agree to $1.75-Mil. WARN Deal FLOOR STORE: Unsecureds' Recovery Hiked to 10.33% of Claims FORD CITY RX: Unsecureds Owed $800K to Get 10% Under Plan FTX TRADING: BlockFi Wants Liens Recognized in Asset Sale FULLSTEAM OPERATIONS: Goldman Sachs Marks $3.3MM Loan at 68% Off FULLSTEAM OPERATIONS: Goldman Sachs Marks $444,000 Loan at 57% Off GAINSIGHT INC: Goldman Sachs Marks $5.3MM Loan at 53% Off GANNETT CO: Moody's Affirms 'B3' CFR & Alters Outlook to Stable GAUCHO GROUP: Completes Third Water Well at Algodon Wine Estates GAUCHO GROUP: Incurs $2.3 Million Net Loss in Third Quarter GDB HOLDINGS: Joyride Brewing Files for Chapter 11 Bankruptcy GENESIS CARE: Gets Approval for Plan to Cut $1.5-Billion in Debt GENESIS CARE: Seeks $800MM Refinancing DIP Loan From Kroll Trustee GOTO GROUP: Moody's Lowers CFR to Caa1 & Alters Outlook to Stable GOVDELIVERY HOLDINGS: Goldman Sachs Marks $2.5MM Loan at 55% Off GOVERNMENTJOBS.COM: 90% Markdown for Goldman Sachs $14.7MM Loan HERBALIFE NUTRITION: S&P Affirms 'B+' ICR, Outlook Negative HOPE COMMUNITY: S&P Lowers 2015, 2020A Bond Ratings to 'B-' INFINERA CORP: Awarded $14 Million CalCompetes Grant INNOVATION PHARMACEUTICALS: Incurs $880K Net Loss in First Quarter INPIXON: Posts $10.9 Million Net Loss in Third Quarter INPIXON: Receives Delisting Determination Letter From Nasdaq INTERPACE BIOSCIENCES: All Proposals Approved at Annual Meeting INTERPACE BIOSCIENCES: Edward Chan Steps Down from Board IRONNET INC: Court OKs DIP Loan from ITC Global IRONNET INC: Files Dual-Track Chapter 11 Plan JLK CONSTRUCTION: Unsecureds Owed $7.5M to Get 5% Under Plan KALERA INC: Court Okays Liquidating Bankruptcy Plan KDC AGRIBUSINESS: Seeks Chapter 7 Conversion Amid IP Suit KOFFLER PROPERTIES: Gets OK to Hire David Johnston as Counsel LEGACY-XSPIRE: U.S. Trustee Unable to Appoint Committee LEMONKIND LLC: Unsecureds Will Get 100% in Subchapter V Plan LIGHTHOUSE IMMERSIVE: No Rival Offers to SCS's $4 Mil. Bid LIVEONE INC: Incurs $7.6 Million Net Loss in Second Quarter LTL MANAGEMENT: Birchfield Says 3rd Ch. 11 Won't Resolve Claims MARIO THE BAKER: U.S. Trustee Unable to Appoint Committee MIRACLE HILL: U.S. Trustee Unable to Appoint Committee MIRAFLORES COMMUNITY: Seeks to Hire Farsad Law Office as Counsel NABORS INDUSTRIES: Prices $650MM in Senior Guaranteed Notes NAUTICAL MARINE: Unsecureds Will Get 100% of Claims in Plan NEO ACCOUNTING: Says Ordinary Income to Fund Plan NORTHEAST GROCERY: Moody's Assigns 'B2' CFR, Outlook Stable OCEANVIEW DEVELOPMENT: U.S. Trustee Unable to Appoint Committee OMNIQ CORP: Falls Short of Nasdaq Minimum Bid Price Requirement OSG HOLDINGS: $50MM DIP Loan from Acquiom & Seaport Has Final OK PEKING DUCK: Unsecureds Will Get 100% of Claims over 36 Months PROS HOLDINGS: Appoints Michelle Benfer to Board of Directors PROTECH FIRE: Unsecureds Owed $1.2M to Get Up to 10% PRUDENT AMERICAN: U.S. Trustee Appoints Creditors' Committee QUORUM HEALTH: Moody's Appends LD to PDR Amid Distressed Exchange RAYONIER ADVANCED: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg REAL BRANDS: Incurs $229K Net Loss in Third Quarter RITE AID CORP: Has Until March 1, 2024 to Reorganize Company RODEO BUYER: Goldman Sachs Marks $3.3MM Loan at 61% Off RUBRIK INC: 91% Markdown for Goldman Sachs $4.8MM Loan SAS AB: Wins US Court Nod for $1.2-Bil. Air France-KLM Deal SOUTHERN MOTEL: Unsecureds Will Get 50% of Claims over 36 Months STAR ALLIANCE: Incurs $372K Net Loss in First Quarter STEEL HUGGERS: Hits Chapter 11 Bankruptcy SUN VALLEY: Disposable Income to Fund Plan Payments SUNSTAR INSURANCE: 70% Markdown for $4.7MM Goldman Sachs Loan SUNSTAR INSURANCE: 82% Markdown for $374,000 Goldman Sachs Loan TEHUM CARE SERVICES: Prisoner Plaintiffs Get Committee TEHUM CARE: U.S. Trustee Appoints Tort Committee THERMOSTAT PURCHASER III: Moody's Affirms 'B3' CFR, Outlook Stable THRASIO LLC: Goldman Sachs Marks $38.8MM Loan at 41% Off TIMBER PHARMA: Nov. 29 Deadline Set for Panel Questionnaires TIMBER PHARMACEUTICALS: Cleared to Tap $3-Mil. of Chapter 11 Loan TOWERCO IV: Goldman Sachs Marks $5MM Loan at 54% Off TRANSOCEAN LTD: Board Adopts Revised Executive Severance Policy UNCONDITIONAL LOVE: Court OKs $48MM DIP Loan from CIT VENTURE INC: U.S. Trustee Appoints Creditors' Committee WATER GREMLIN: Gopher Resource Steps Down as Committee Member WESTERN GLOBAL AIRLINES: Cleared to Cut Debt Load by $465 Million WESTERN URANIUM: Incurs $1.1 Million Net Loss in Third Quarter WEWORK INC: Landlords Object to Store Shutdowns WHITEWATER HOLDING: 93% Markdown for Goldman Sachs $2.3MM Loan WHITEWATER HOLDING: Goldman Sachs Marks $2.6MM Loan at 30% Off WILDBRAIN LTD: S&P Alters Outlook to Negative, Affirms 'B-' ICR WINECOM LLC: Goldman Sachs Marks $5.8M Loan at 56% Off WOLVERINE WORLD: Moody's Cuts CFR to B3 & Alters Outlook to Stable YC RIVERGOLD: Sheraton Says Franchise Deal in Works YC RIVERGOLD: Wells Fargo Says Treatment Unclear in Plan [^] BOOK REVIEW: The Story of The Bank of America ********* 129 N WALNUT: Says Plan Not Patently Unconfirmable -------------------------------------------------- 129 N Walnut Street LLC submitted a reply to the objection filed by Basis Multifamily Finance I LLC to the Debtor's motion for approval of its Disclosure Statement for Second Amended Plan. The Basis Finance Objection makes three points: (i) it contends the Plan is unconfirmable since reinstatement of the Debtor's loan (the "Loan") under the provisions of Bankruptcy Code s 1124 ("Section 1124") is not allowed because Basis Finance cannot be put into the same position as it was when the Basis Capital made a $4,320,000 loan (the "Loan") to the Debtor (ii) it argues the Disclosure Statement should contain information as to the proposed timing of and process for determining amounts which may be due to Basis Finance if the Debtor is allowed to reinstate the Loan; and (iii) it argues the Disclosure Statement should include malicious innuendo about the Debtor's principal which has no relevance to any issues to be presented to the Court. 129 N Walnut Street points out that the Debtor's Plan is not "obviously" or "patently" unconfirmable. * The cases cited by Basis Finance in support of its argument are all instances where reinstatement under Section 1124 was denied because of specific provisions in the parties' agreements which were violated. Basis Finance identifies no provision in the Loan documents which would be contravened if reinstatement is authorized. There is no authority for the proposition that transactions occurring and creating rights, outside of, and subsequent to, the original Loan agreement, impose any obligations on the Debtor under Section 1124 vis a vis reinstatement of its Loan agreement with Basis Capital * The entire premise of the Basis Finance argument is fallacious. Section 1124 has specific directions for a debtor to follow in dealing with its contract counterparty if it wants to reinstate a loan; it does not require the debtor to provide remediation for agreements between non-debtor parties who were not even parties to the original loan with the debtor. The original lender to the Debtor was Basis Capital. Basis Capital assigned the loan to Basis Finance, which, in turn, assigned the loan to FHLMC. Basis Finance seeks to deprive the Debtor of its right to reinstate the Loan under Section 1124, arguing it cannot be restored to its pre-default position becuase it was required to repurchase the loan from FHLMC. * Basis Finance's argument is not based on the statutory provisions and has no merit. Any agreements between subsequent assignees of Basis Capital's rights under the Loan documents --Basis Finance and FHLMC-- were unknown to the Debtor. The contractual provisions of the Debtor's Loan agreements with Basis Capital are not conditioned in any way on subsequent assignments of the Loan. Under Section 1124, the Debtor must place its lender in the same position that it enjoyed prior to the default under the Loan due to the NYCB Mortgage. The NYCB Mortgage is no longer a lien on the Property and, as such, all that the Debtor must do under Section 1124 is reimburse Basis Finance for its damages as allowed under the Loan agreement to be reinstated. * Basis Finance's arguments addressed to Section 11124 elide the Debtor's contention that reinstatement is only a fallback position for the Debtor. An adversary proceeding is pending against Basis Finance in which the Debtor maintains that the default was asserted by Basis Finance in bad faith and is not valid. Basis Finance called a default on the loan as a result of the NYCB Mortgage when Basis Finance knew that (i) Old Republic was in the process of paying off the NYCB Mortgage; (ii) the sole basis for Old Republic not discharging the NYCB Mortgage was to commence a quiet title action to ensure there were no title issues with the Property; and (iii) Old Republic was agreeable to subordinating the NYCB Mortgage to the Basis Finance Mortgage. Indeed, the Debtor offered to deliver an inter-creditor agreement confirming that the NYCB Mortgage would be subordinated to the NYCB Mortgage and would be discharged once the quiet title action was successfully completed. 129 N Walnut Street LLC further points out that the disclosure statement need not contain information regarding the timing and process for determining amounts to be paid to basis under the plan. * As indicated in previous hearings and in the Disclosure Statement itself, the Debtor's position is that no creditors are impaired under the Plan and no voting is required. The timing and process for determining the amounts to be paid to Basis Finance is something within the province of the Court. It need not be included in a disclosure statement. A critical component of a fair process for determining the amounts that may be due under Code Section 1124 is compelling Basis Finance to produce records which justify its legal fees "north of $900,000" as of the date of Richard Cadigan's deposition, and to produce other unredacted records justifying its asserted claim. A motion to compel that production will be filed. 129 N Walnut Street LLC asserts that Basis Finance's suggestion that the debtor include in its disclosure statement negative information about relatives of the debtor's principal is unwarranted. * As indicated in previous hearings and in the Disclosure Statement itself, the Debtor's position is that no creditors are impaired under the Plan and no voting is required. Information regarding the allegedly "questionable circumstances" of the Debtor's acquisition of the Property will not influence voting even if it were relevant because there is no voting. Basis Finance knows as much and that any additional disclosures will have no bearing on this case. Nonetheless, Basis Finance raises what amounts to rank speculation to simply smear Rosenbaum's reputation. * Basis Finance is left to raise irrelevant speculation as it cannot combat the fact that, at all times, Rosenbaum acted in good faith. Under Rosenbaum's direction, the Debtor has made every principal and interest payment due under the Loan since origination. (By contrast, as this Court has been witness to, Basis Finance previously ignored a prior court order to pay real estate taxes for the Property and compelled the Debtor to seek Court intervention before making the payment. * There is simply no evidence of wrongdoing by the Debtor or its principal (or his relatives). Prior to paying off the NYCB Mortgage, as is customary with insurance companies, Old Republic conducted an investigation of the Debtor and Rosenbaum's role with the sale transaction. Rosenbaum submitted all of his documents to his insurer and sat through a sworn deposition conducted by Old Republic. Only after this investigation was completed did Old Republic agree to pay $3.5 million and discharge the NYCB Mortgage. Counsel to the Debtor: Isaac Nutovic, Esq. LAW OFFICES OF ISAAC NUTOVIC 261 Madison Ave., 26th Fl. New York, NY 10016 Tel: (917) 922-7963 About 129 N Walnut Street 129 N Walnut Street LLC owns a 41-unit apartment building in 129 N Walnut Street in East Orange, N.J. 129 N Walnut Street LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42104) on September 2, 2022. In the petition signed by Samuel Rosenbaum, its managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. The Law Offices of Isaac Nutovic is the Debtor's counsel. 14 EAST WASHINGTON: Exclusivity Period Extended to April 17, 2024 ----------------------------------------------------------------- Judge Lori V. Vaughan of the U.S. Bankruptcy Court for the Middle District of Florida extended 14 East Washington, LLC's exclusive solicitation period to April 17, 2024. About 14 East Washington 14 East Washington, LLC owns in fee simple title an office-mid- rise-commercial building located at 14 East Washington St., Orlando, Fla., valued at $10.5 million. 14 East Washington sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-03988) on Nov. 5, 2022, with $10,803,120 in total assets and $7,721,700 in total liabilities. Antonio Luiz Romano, manager, signed the petition. Judge Lori V. Vaughan oversees the case. The Debtor tapped Nardella & Nardella, PLLC as bankruptcy counsel; Commenda Real Estate, LLC as financial advisor; and Walsh Banks, PLLC, doing business as Walsh Banks Law, as special counsel. 9300 WILSHIRE: Seeks to Extend Plan Exclusivity to January 19, 2024 ------------------------------------------------------------------- 9300 Wilshire, LLC asked U.S. Bankruptcy Court for the Central District of California to extend its exclusive periods to file its plan of reorganization and disclosure statement and to confirm its plan of reorganization to January 19, 2024 and March 19, 2024, respectively. This is the Debtor's second request for extension. The Debtor's exclusivity periods were previously extended to September 19, 2023 with regard to the filing of a chapter 11 plan and disclosure statement and to November 19, 2023 with regard to confirmation of the Debtor's plan of reorganization. The Debtor stated that there is significant complexity in the development of the Redondo Beach Property. The Debtor pointed out that there are both multiple complex litigation matters and significant development issues regarding what can be built at the Redondo Beach Property, as well as significant environmental issues that need to be remediated. The Debtor explained that the resolution of the development and environmental issues takes time, and it has been pursuing them assiduously both before and after the filing of its chapter 11 case. 9300 Wilshire, LLC is represented by: Victor A. Sahn, Esq. Steve Burnell, Esq. GREENSPOON MARDER LLP 1875 Century Park East, Suite 1900 Los Angeles, CA 90067 Tel: (213) 626-2311 Email: victor.sahn@gmlaw.com steve.burnell@gmlaw.com About 9300 Wilshire 9300 Wilshire, LLC is a Beverly Hills-based company engaged in activities related to real estate. 9300 Wilshire filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10918) on Feb. 21, 2023, with $100 million to $500 million in assets and $50 million to $100 million in liabilities. Leonid Pustilnikov, 9300 Wilshire's manager, signed the petition. Judge Ernest M. Robles presides over the case. The Debtor tapped Victor A. Sahn, Esq., at Greenspoon Marder, LLP as bankruptcy counsel and Rutan & Tucker, LLP as special counsel. A P REAL ESTATE: Unsecureds Owed $1.8M to Get $50K in Plan ---------------------------------------------------------- A P Real Estate Georgia LLC submitted a Chapter 11 Plan and a Disclosure Statement. The Debtor owns a real property located at 6095 Pine Mountain Boulevard, Kennesaw, Georgia having a total area of 8.83 acres and its fair market value is $ 556,530. Debtor intends to finance a loan to pay its creditors the liquidation value of the estate plus and equity injection from its Equity Holders. Under the Plan, Class 4 General Unsecured Class total $1,801,640, includes unsecured portion from other classes. The timely filed, allowed claims of general, undisputed, liquidated, unsecured, non-priority creditors will receive a prorated share of $50,000 one month after the distribution to Class 2 claims. The source of this payment will be an equity injection by the Equity Holders. Class 4 is impaired. Class 5 consists of unsecured disputed and/or un-liquidated claims for which no proof of claim was filed. These creditors will be paid 0% of the claims. Class 5 is impaired. Attorney for the Debtor: Ian M. Falcone, Esq. THE FALCONE LAW FIRM, P.C. 363 Lawrence St. Marietta, GA 30060 Tel: (770) 426-9359 E-mail: imf@falconefirm.com A copy of the Disclosure Statement dated November 15, 2023, is available at https://tinyurl.ph/DpcYs from PacerMonitor.com. A P Real Estate Georgia A P Real Estate Georgia is the owner of real property located at 6095 Pine Mountain Rd, Kennesaw, GA, valued at $556,530. A P Real Estate Georgia, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-57890) on Aug. 17, 2023. The petition was signed by Harshad Patel as manager. At the time of filing, the Debtor disclosed $557,031 in assets and $1,920,427 in liabilities. Judge Jeffery W. Cavender presides over the case. Ian Falcone, Esq. at THE FALCONE LAW FIRM, PC, is the Debtor's counsel. ABUNDANT TREASURES: Seeks Dec. 15 Extension to File Plan -------------------------------------------------------- Abundant Treasures LLC moves the Honorable Court ex parte for an order extending the deadline to file its Chapter 11 Disclosure Statement and Plan for thirty days, through Dec. 15, 2023. This case was filed by the Debtor on August 17, 2023, to save its only asset, real property located 13110-13114 W. Washington Blvd, Los Angeles, CA 90066 ("Washington Property"), from imminent foreclosure. The Debtor's request is based on several factors. First, the Debtor has been working proactively with its only substantial creditor -- USI Servicing -- which is the servicer of a secured claim against the Washington Property in the approximate amount (as of the petition date) of $2.9 million (see Proof of Claim #1-1). The Debtor, by and through counsel, expects to come to an agreement shortly with USI on a specific timeline for the selling the property prior to termination of the automatic stay, which would be fundamental to an accurate and confirmable plan of reorganization in this case. Second, the Debtor has spoken with an accountant and other tax specialists and requires a short extension to confirm the tax consequences of this sale, which would affect the Debtor's strategy in completing the sale. Third, the Debtor expects to have a realistic understanding of the market and ability to sell the Washington Property for value after continuing its aggressive marketing of the property over the next several weeks. The Debtor anticipates it may be able to quickly obtain a buyer for the Washington Property, and could resolve this case via a section 363 sale motion rather than the plan and disclosure statement process, which would save substantial administrative time and expense and benefit all parties in interest. Additionally, if the market does not bear out the Debtor's expectations, the Debtor may choose to move to dismiss this case if it appears in the interest of all parties. Abundant Treasures LLC sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-15281) on Aug. 17, 2023. The Debtor is represented by: Andrew Moher Moher Law Group 619-786-3800 amoher@moherlaw.com AJM MANAGEMENT: Exclusivity Period Extended to December 11 ---------------------------------------------------------- Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the Eastern District of New York extended AJM Management, LLC's exclusive period to file a Chapter 11 plan to December 11, 2023. The judge also extended the Debtor's exclusive period to solicit acceptances of a Chapter 11 plan to February 9, 2024. About AJM Management AJM Management, LLC is the fee simple owner of real property located at 405 Rockaway Parkway, Brooklyn, N.Y., valued at $3.9 million. AJM Management filed it voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41664) on May 12, 2023, with $4,117,194 in assets and $2,262,346 in liabilities. Ray Jones, managing director, signed the petition. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rosen, PLLC as legal counsel and Hirsch & Hirsch Certified Public Accountants, PLLC as accountant. AKUMIN INC: Seeks $130MM DIP Loan from Stonepeak ------------------------------------------------ Akumin, Inc. et al ask the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to increase the DIP Facility from the initial $75 million to $130 million. The Debtors have successfully fulfilled their Restructuring Support Agreement obligations, obtaining first-day relief in Chapter 11 cases, conducting a comprehensive sale and marketing process, soliciting votes on their Prepackaged Plan, and launching their Reverse Dutch Election Opportunity. They will appear before the Court on November 29, 2023, seeking final approval of their Disclosure Statement and confirmation of their Prepackaged Plan. To fulfill their obligations and provide flexibility, they are seeking an increase of the DIP Facility from $75 million to $130 million. Akumin was permitted to obtain a junior secured postpetition financing on terms and conditions in an aggregate principal amount not to exceed $75 million from Stonepeak Magnet Holdings LP or one or more of its affiliates. On October 26, 2023, the Debtors drew $55 million under the DIP Facility to pay in full all outstanding principal and interest owed under the Prepetition RCF in accordance with Restructuring Support Agreement, the DIP Term Sheet and the Interim DIP Order. On October 30, 2023, the Debtors drew the remaining $20 million under the DIP Facility for the payment of (i) Adequate Protection Fees and Expenses and Adequate Protection Payments due under the Interim DIP Order, (ii) administrative expenses incurred in connection with the administration of these Chapter 11 Cases, (iii) operating expenses, including employee payroll, and (iv) other general working capital purposes. The Debtors have therefore fully drawn on the DIP Facility. The Amended DIP Facility pursuant to the Amended DIP Term Sheet increases the DIP Facility Commitment up to $130 million, with the remaining balance not yet drawn to be made available to the Debtors upon entry of the Final Order and in accordance with and subject to the Approved Budget (and any subsequent Approved Budget). Apart from the Incremental DIP Facility Commitment, all other material terms of the Amended DIP Term Sheet (including the absence of fees associated with the Incremental DIP Facility Commitment) remain the same as those approved by the Interim DIP Order. The Amended DIP Facility ensures that the Debtors will have adequate funds to meet their cash flow needs prior to the Effective Date, including with respect to any liquidity low points. The Incremental DIP Facility Commitment ensures that the Debtors will be able to continue satisfying ongoing expenses and obligations, including their funded debt commitments, especially as the Debtors continue evaluating and addressing any effects from the cyberattack that was identified on October 11, 2023. A hearing on the matter is set for November 29, 2023 at 1 p.m. A copy of the motion is available at https://urlcurt.com/u?l=YkUZtJ from PacerMonitor.com. About Akumin Akumin Inc. -- https://www.akumin.com/ -- provides fixed-site outpatient diagnostic imaging services through a network of owned and/or operated imaging locations; and outpatient radiology and oncology services and solutions to approximately 1,000 hospitals and health systems across 48 states. Its imaging procedures include magnetic resonance imaging, computerized tomography, positron emission tomography, ultrasound, diagnostic radiology, mammography, and other related procedures. Akumin's cancer care services include a full suite of radiation therapy and related offerings. Akumin Inc. and 58 affiliated entities sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 23-90827) on Oct. 22, 2023. The petitions were signed by Riadh Zine, the Debtors' chief executive officer. As of June 30, 2023, Akumin Inc. listed total assets of $1.7 million and total debts of $1.635 million. The Hon. Christopher M. Lopez presides over the cases. The law firm of Dorsey & Whitney LLP, serves as the Debtors' general bankruptcy counsel; Jackson Walker LLP, as their co-bankruptcy counsel; AlixPartners, LLP as the Debtors' financial advisors; the law firm of Stikeman Elliott LLP, as special Canadian counsel; Leerink Partners as investment banking firm; and Epiq Corporate Restructuring LLC, as their noticing and claims agent. Ronald J. Bienias, Partner and Managing Director of AlixPartners, serves as the Debtors' chief restructuring officer. Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer and Jason Rubin, serves as counsel to the ad hoc group comprised of beneficial holders of Prepetition 2025 Notes and Prepetition 2028 Notes. King & Spalding LLP's Thad Wilson and Britney Baker serve as counsel to the Prepetition RCF Agent. Sidley Austin LLP's Anthony Grossi serves as counsel to the DIP Lender, Stonepeak. AMERICANAS SA: Recovery Plan Discussions Date Under Negotiation --------------------------------------------------------------- Rachel Gamarski of Bloomberg News reports that Americanas SA's recovery plan, as well as any agreements to support the plan between the company and its creditors, are still under negotiation, according to a filing. It's not possible to specify whether or when negotiations will be completed, Americanas said in the filing, Reuters reported. Americanas filed a request to call a creditors meeting on December 19, 2023. About Americanas SA Americanas was one of the largest diversified retail chains in Brazil, with a wide platform of physical stores, robust e-commerce, fintech, and has just entered into the niche food retail. It is listed on B3, being indirectly controlled by billionaire Jorge Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles. The retailer nosedived in January 2023 after becoming mired in an accounting scandal. The firm filed for bankruptcy at a court in Rio de Janeiro on Jan. 19, 2023. Americanas sought protection under Chapter 15 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25, 2023. White & Case LLP, led by John K. Cunningham, is the U.S. counsel. AMERIFIRST: Freddie Says It Hasn't Consented to Loan Servicing Sale ------------------------------------------------------------------- The Federal Home Loan Mortgage Corporation has asked a Delaware bankruptcy judge to reject mortgage lender AmeriFirst Financial's proposal to sell $8 million worth of servicing rights to Freddie loans, saying the deal can't go through until it signs off. As of the Petition Date, AFI serviced, through a sub-servicer, approximately 21 loans owned by Freddie Mac. AFI is obligated to service the Freddie Mac Loans in accordance with, and subject to, the Freddie Mac Guide. The Debtors filed their Sale Motion on Oct. 31, 2023. In the Sale Motion, the Debtors request authority to, among other relief, transfer to Buyer the SCRs related to the Freddie Mac Loans. The sale provides for an estimated gross purchase price of $8.0 million. The Debtors and Freddie Mac are in negotiations regarding revisions to the proposed order granting the Sale Motion. Central to Freddie Mac's proposed revisions to the Amended Proposed Sale Order is that Freddie Mac's consent to the Debtors' transfer of the servicing contract rights ("SCRs") and assignment of the Freddie Mac Agreements to The Money Source Inc. (the "Buyer") is required by the Freddie Mac Single-Family Seller/Servicer Guide (the "Freddie Mac Guide"). This consent is recognized in, and also required by, the Loan Servicing Rights Purchase and Sale Agreement (the "PSA") attached to the Sale Motion. This consent language, however, is absent from the proposed form of order attached to the Sale Motion. Freddie Mac has not yet consented to the transfer of Freddie Mac's SCRs or the assignment of any of the Freddie Mac Agreements to the Buyer (or any party). To the extent that the parties are not able to reach an agreement on the terms of the Amended Proposed Sale Order and/or if the Debtors seek a non-consensual transfer, Freddie Mac reserves all rights to object to any such transfer. About AmeriFirst Financial AmeriFirst Financial, Inc., a mid-sized independent mortgage company, and its affiliate Phoenix 1040, LLC filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11240) on Aug. 24, 2023. In the petitions signed by T. Scott Avila, chief restructuring officer, each Debtor disclosed between $50 million and $100 million in both assets and liabilities. Judge Thomas M. Horan oversees the cases. The Debtors tapped Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP as bankruptcy counsel; Paladin Management Group, LLC, as restructuring advisor; and Omni Agent Solutions, Inc. as claims, noticing and administrative agent. AN GLOBAL: $22.7MM DIP Loan from Blue Torch Has Final OK -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized AN Global LLC, AgileThought, Inc., and their debtor-affiliates to continue using cash collateral and borrowing under a postpetition senior secured facility from Blue Torch Finance LLC, on a final basis. AN Global obtained postpetition financing, comprising a superpriority senior secured multiple-draw term loan facility in an aggregate principal amount of not less than $22.7 million, which consists of a new money multi-draw term loan facility in an aggregate principal amount of $22.7 million. Blue Torch is the administrative agent and collateral agent under the DIP Agreement. It is also the administrative agent and collateral agent under a prepetition first lien facility. AN Global is permitted to obtain up to an aggregate principal amount of $22.7 million in Term Loans -- plus an amount equal to the Closing Fee and Agency Fee, plus interest, fees, indemnities, and other expenses and other amounts provided for in the DIP Credit Agreement -- comprising (i) $11.2 million in Term Loans approved pursuant to the First Interim Order, (ii) $2.4 million in additional Second Interim Term Loans approved pursuant to the Second Interim Order, (iii) $2.6 million in additional Term Loans approved pursuant to the Fourth Interim Order; (vi) $3.6 million in additional Term Loans approved pursuant to the Fifth Interim Order; and (v) $3 million in in additional Term Loans approved pursuant to the Final Order. All obligations under the DIP Loan Documents will be due and payable in full in cash on the earliest of: (a) November 27, 2023 or if such day is not a Business Day, the preceding Business Day; (b) the effective date of a Plan of Reorganization that has been confirmed by a Bankruptcy Court order; (c) 56 days after the Bankruptcy Court's entry of the Interim Order (subject to Bankruptcy Court availability), unless, on or before such day, the Final Order will have been entered by the Bankruptcy Court; (d) the date the Bankruptcy Court converts any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code; (e) the date the Bankruptcy Court dismisses any of the Chapter 11 Cases; (f) the date of substantial consummation of a sale of all or substantially all of the assets (and, to the extent applicable, the equity) of the Loan Parties as set forth in and pursuant to the Asset Purchase Agreement or another acquisition agreement approved by the Bankruptcy Court in its Sale Order; and (g) the earlier date on which the Obligations will become due and payable by acceleration or otherwise in accordance with the terms of the Agreement and the other Loan Documents. The Debtors are required to comply with these milestones: 1. No later than 3 business days after the Petition Date, the Bankruptcy Court will have entered the Interim Order; 2. No later than 50 days after the Petition Date, the Bankruptcy Court will have entered the Final Order; 3. No later than 50 days after the Petition Date, the Bankruptcy Court will have entered an order confirming a plan of reorganization that is in form and substance reasonably acceptable to the Required DIP Lenders and approving the related disclosure statement; provided that the Plan will constitute an Acceptable Plan; and 4. No later than 90 days after the Petition Date, the effective date of the Acceptable Plan will have occurred. As of the Petition Date, the Debtors have approximately $112 million of secured indebtedness. This includes not less than $97.182 million in prepetition first lien obligations that include not less than $95.937 million in principal amounts of term loans advanced under the Prepetition 1L Credit Agreement along with fees and premiums, plus no less than $1.244 million on account of accrued and unpaid interest thereon prior to the Petition Date, plus all other fees, costs, expenses, indemnification obligations, reimbursement obligations, charges, premiums, if any, additional interest, any other "Obligations." The Debtors also owe $13 million in outstanding amount under a prepetition second lien credit facility with a lending syndicate led by GLAS Americas LLC as collateral agent and GLAS USA LLC, as administrative agent. This amount includes $10 million under a Tranche B facility held by Nexxus Capital Private Equity Fund VI, L.P. Prior to the commencement of the Chapter 11 Cases, the Prepetition 1L Agent and the GLAS entities entered into an Intercreditor Agreement dated as of May 27, 2022, which sets forth the respective rights, obligations and priorities of the liens and security interests of Prepetition 1L Agent and the Prepetition 1L Lenders on the one hand, and the Prepetition 2L Collateral Agent and Prepetition 2L Lenders, on the other hand, with respect to the Collateral and the obligations of Borrower and Guarantors party thereto due to the Prepetition 1L Agent and the Prepetition 1L Lenders, on the one hand, and the Prepetition 2L Collateral Agent and Prepetition 2L Lenders, on the other hand. The Debtors have an immediate need to obtain the DIP Facility and to use the cash collateral in each case on a final basis to, among other things: (i) permit the orderly continuation of their respective businesses; (ii) maintain business relationships with their vendors, suppliers, customers, and other parties; (iii) make payroll and honor other obligations to employees; (iv) make capital expenditures; (v) make adequate protection payments; and (vi) pay the costs of the administration of the Chapter 11 Cases and satisfy other working capital and general corporate purposes of the Debtors. As adequate protection of their interests in the Prepetition Collateral, the Prepetition 1L Agent, for the benefit of themselves and the Prepetition 1L Lenders are granted automatically perfected postpetition security interests in, and liens on, as of the date of the Final Order. As further adequate protection, and to the extent provided by 11 U.S.C. sections 503(b) and 507(b), an allowed administrative expense claim in the Chapter 11 Cases to the extent of any postpetition Diminution in Value ahead of and senior to any and all other administrative expense claims in such Chapter 11 Cases, except the Carve Out and the DIP Superpriority Claims. The "Carve Out" means the sum of: (i) all fees required to be paid to the Clerk of the Court and to the Office of the U.S. Trustee under 28 U.S.C. section 1930(a) plus interest at the statutory rate; (ii) all reasonable fees and expenses up to $25,000 incurred by a trustee under Bankruptcy Code section 726(b); and (iii) to the extent allowed, all unpaid fees and expenses incurred by bankruptcy professionals retained in the cases. The Debtors' authorization to use cash collateral and the proceeds of the DIP Facility will automatically terminate, and the DIP Obligations will become due and payable, without further notice or action by the Bankruptcy Court following the earliest to occur of any of the following: (a) The occurrence of an Event of Default; (b) The Debtors' failure to (i) comply with any provision of the Interim Order, (ii) comply with any other covenant or agreement specified in the Interim Order or the DIP Credit Agreement (which covenants and agreements, together with any applicable grace periods, are explicitly incorporated by reference into the Interim Order), or (iii) comply with any of the milestones set forth in Schedule 7.01(x) of the DIP Credit Agreement; or (c) The occurrence of the Maturity Date. A copy of the order is available at https://urlcurt.com/u?l=IprVet from PacerMonitor.com. About AN Global LLC AN Global LLC and affiliates are global providers of agile-first, end-to-end digital transformation services in the North American market using on-shore and near-shore delivery. The Company's solution architects, developers, data scientists, engineers, transformation consultants, automation specialists, and other experts located across the United States and across Latin America deliver next-generation software solutions that accelerate the transition to digital platforms across business processes. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11294) on August 28, 2023. In the petition signed by James S. Feltman, chief restructuring officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge J. Kate Stickles oversees the case. The Debtors tapped Potter Anderson & Corroon LLP and Hughes Hubbard & Reed LLP as co-general bankruptcy counsel. Garrigues Mexico, S.C. is the general Mexican restructuring counsel, Teneo Capital LLC as financial advisor, Guggenheim Securities, LLC as investment banker, and Kurtzman Carson Consultants LLC as claims, noticing and balloting agent. Blue Torch Finance LLC is the administrative agent and collateral agent under the DIP Agreement. It is also the administrative agent and collateral agent under a prepetition first lien facility. Ropes & Gray, LLP and Chipman Brown Cicero & Cole, LLP serve as counsel to the Prepetition 1L Agent. ANAGRAM HOLDINGS: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------ The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Anagram Holdings, LLC and its affiliates. The committee members are: 1. Siegwerk USA, Inc. Attn: Sven Suess 3535 SW 56th St. Des Moines, IA 50321 Phone: 515-779-0899 Email: sven.suess@siegwerk.com 2. Convertidora Industrial, S.A.B. de C.V. Attn: Jose Miguel Rodriguez Mendoza Rio del la Loza 2073 Col. Atlas, Guadalajara, Jalisco, Mexico CP 44870 Phone: 52-333-668-6900 Email: miguelr@conver.com.mx Email: gilbertor@conver.com.mx 3. Viscofan USA Inc. Attn: Cyndi Christel 50 County Court Montgomery, AL 36105 Phone: 630-776-7215 Email: christelc@viscofan.com 4. Sojitz Plastics America Inc. Attn: Brian LaTonzea 1051 Perimeter Drive, Suite 104 Schaumburg, IL 60173 Phone: 920-540-2888 Email: blatonzea@sojitz-plastics.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Anagram Holdings Anagram Holdings LLC is a manufacturer of foil balloons and inflated decor, distributing and selling its products both domestically and internationally. Its customers include party supply specialty stores, grocers, mass marketers, parks, drugstores and discount variety stores. The company is based in Eden Prairie, Minn. Anagram Holdings and two affiliates filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 23-90901) on Nov. 8, 2023. In the petition signed by its chief restructuring officer, Adrian Frankum, Anagram Holdings reported $100 million to $500 million in both assets and liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Howley Law, PLLC and Simpson Thacher & Bartlett, LLP as legal counsel; Ankura Consulting Group, LLC as restructuring advisor; and Robert W. Baird & Co. as investment banker. Kurtzman Carson Consultants, LLC is the claims agent. ANDERSON UNIVERSITY: Fitch Affirms B- LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed at 'B-' Anderson University's (AU) Long-Term Issuer Default Rating (IDR) and the bond rating on approximately $30.5 million outstanding par (FYE 2023) City of Anderson, IN Economic Development Revenue Refunding Bonds series 2017, issued on behalf of AU. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Anderson University (IN) LT IDR B- Affirmed B- Anderson University (IN) /General Revenues /1 LT LT B- Affirmed B- Anderson University's 'B-' ratings reflect the university's stabilizing, albeit small, incoming freshman classes, averaging around 315 students over the three years through fall 2023. This has resulted in FY24 budgeted growth in net student revenues, AU's core revenue source, following several years of declines. The university's fundraising, enhanced by AU's Christian mission and roles in its regional communities, also supplies a consistent and growing revenue source. The ratings also consider AU's expected progress towards closing its budget gap during FY24 from recurring revenues. Significant use of nonrecurring revenue measures in FY23 to fund budgetary shortfalls contributed to a reduction in Fitch-calculated Available Funds (AF) during the year. Together with the reduction of AU's debt load during FY23 from the extraordinary mandatory redemption of $6.9 million of series 2017 bonds following the sale of non-core property, AU's resulting leverage at FYE23 remained very thin and similar to the prior year at roughly 35% AF-to-adjusted debt. The ratings further consider AU's sizeable, but declining endowment funds. As permanently restricted assets, such endowment funds are excluded from Fitch's AF calculations, but some portions can be potentially released from restriction or borrowed against if necessary. The Stable Outlook reflects Fitch's expectations that AU will make significant progress towards achieving structural balance during FY24 and beyond from a combination of revenue enhancements and expense curtailment. This should taper AU's needs for non-recurring revenue strategies or unsustainable endowment draws. The Outlook is also based upon a forward-looking, Fitch-modeled scenario analysis that considers the effects of plausible financial market performance and Fitch's expectations of AU's anticipated revenues, expenses, capital expenditures and non-recurring items. AU sustains a leverage profile consistent with its current ratings through this Fitch-modeled scenario. SECURITY The bonds are a general obligation of the obligated group, of which Anderson University, Inc., independently of its consolidated subsidiaries, is the sole member. The bonds are secured by the university's pledged revenues consisting of effectively all unrestricted funds and revenues, a mortgage on AU's core campus property and a debt service reserve fund that is cash-funded to maximum annual debt service. A $7.5 million line of credit is separately secured by a mortgage on AU's Wellness Center. KEY RATING DRIVERS Revenue Defensibility - 'bb' Weak but Stabilizing Student Base Within Competitive Midwest Christian Market; Revenue Growth from Fundraising and New Programs Facing challenging demographics and competitive pressures, AU exhibited a weak freshman matriculation rate of 11.5% in fall 2023, with a stronger acceptance rate of 46%. The university's relatively small enrollment base has declined steadily to 1,165 full-time equivalent students (FTEs; 1,255 headcount) in fall 2023 from about 1,800 FTEs (2,200 headcount) in fall 2016. Undergraduate enrollment, which makes up 91% of AU's FTEs, shows signs of stabilization, as the past three years' incoming freshman classes have enrolled an average of 316 students, with 310 in fall 2023. Management reports that applications and admissions for fall 2024 freshmen are significantly favorable relative to the same time in the prior year. Among the generally higher-revenue producing graduate students, enrollment is also stabilizing, with 106 FTEs in fall 2026, in line with the three-year average of 103. FY24 net student-generated revenues are budgeted to increase year-over-year, reversing repeated, multi-year declines in this important revenue source. Drivers of the higher expected net student-generated revenues in FY24 include increases in student fees, reduced discounting and new workforce development and certificate programs. AU has bolstered high-demand programs such as nursing, civil engineering, and business analytics, which also appeal to a small but growing international enrollment base (4% of students in fall 2023). Furthermore, AU has recently been designated as one of four federal cyberdefense centers of excellence in Indiana, which opens up other potential revenue-producing programs from public and private affiliations. AU's revenues also benefit from the Indiana's 21st Century Scholars program, which provides private tuition scholarships, up to the cost of in-state public university tuition, for certain students. AU's role in and relationship with the City of Anderson, IN, where AU is one of its top five employers, and its affiliation with its founding organization Church of God (COG), also based in the City of Anderson, are defining characteristics of the university's competitive position, governance, and revenue mix. Several recent, significant grants and pending grant proposals are anchored on private and public support of AU's economic development initiatives and Christian education mission. In addition, COG members historically comprised roughly one-fifth of AU students, have a controlling position on AU's board, and have provided donations to AU. Operating Risk - 'bb' Cash Flow Margins Adequate but FY23 Reliant on Non-Recurring Measures; Limited Capex Spending Against Growing Needs AU's Operating Risk assessment remains at 'bb', with just adequate Fitch-projected operating cash flow margins in the 5%-10% range assuming the elimination of nonrecurring items and excess endowment uses in favor of modest recurring revenue growth and expense reductions. While the Fitch forward-looking scenario results fall shy of AU meeting the 1.1x DSCR bond covenant in certain years, AU has a relatively flexible expense base, such as non-tenured faculty, which could be adjusted to offset any declining enrollment-driven revenues. The university also continues to rationalize academic programs, with the exception of certain religious curricula that are core to AU's mission. According to management, FY23 cash flows produced a 3.0x DSCR. However, cash flows included significant releases and recharacterizations of endowment funds from restriction, in addition to an 8% board-approved endowment draw rate for the year, a level that Fitch considers unsustainable in the long run. Endowment draws and recharacterizations are reduced in the FY24 budget, but the forecast still results in a cash deficit including some one-time property sales, and Fitch believes that additional endowment draws, nonrecurring income, or expenditure cuts may be necessary to meet the 1.1x DSCR bond covenant. The first year of falling below the covenanted level results in a consultant review; two consecutive years below 1.1x DSCR constitutes an Event of Default. AU's very high average age of plant at 25 years is partially offset by near-term flexibility to reinvest at levels expected to be well short of depreciation expense in the coming years. While deferred maintenance could become a constraint to AU's competitive and financial position over time, reduced capital needs from a now-smaller student population, sale of older non-core assets and continued donor support for key initiatives will somewhat reduce AU's internally-funded capex requirements. Financial Profile - 'bb' Limited Available Funds to Cushion Reduced Debt, but Adequate through Fitch-modeled Scenario AU's leverage, represented by AF (cash and investments less permanently restricted assets)-to-Adjusted Debt, stood at a very low 35% at FYE 23, and similar to the FYE 22 level, consistent with a Fitch Financial Profile assessment of 'bb' in the context of AU's Revenue Defensibility and Operating Risk assessments. FYE 23 AF stood at roughly $13 million, and Adjusted Debt was $37 million ($30.5 million of series 2017 bonds outstanding after $6.9 million was defeased in FY23 following a non-core property sale, and outstanding amounts under a line of credit). Fitch's 'bb' Financial Profile assessment is also based upon a forward-looking, Fitch-modeled scenario analysis that considers the effects of plausible financial market performance and AU's anticipated revenues, expenses, capital expenditures and non-recurring items. AU sustains a leverage profile consistent with its current ratings through the five years of the Fitch-modeled scenario, further supporting Fitch's Stable Outlook. AU's $33 million endowment as of FYE 23 provides some offsetting cushion to its modest AF. The endowment is mostly donor-restricted (and therefore largely excluded from Fitch's AF metric), but these funds could potentially provide some short-term cash flow or liquidity benefit, though not without compromising endowment growth in the future. Asymmetric Additional Risk Considerations Fitch's Operating Risk and Liquidity assessments for AU remain 'Weaker' due to Fitch's aforementioned concerns over sufficiency of annual debt service coverage and possible further decline in liquid resources in FY24 without additional adjustments taken by AU. Fitch-calculated AF-to-operating expenses, a measure of liquidity, was a low 30% at FYE 23. Highlighting constraints on AU's operating liquidity, AU regularly draws down on its $7.5 million bank line of credit, particularly at its May 31 FYE, to bridge funding gaps prior to the receipt of fall tuition receipts and to maintain compliance with its 75 Days' Cash on Hand (DCOH) liquidity covenant. DCOH stood at 121 at FYE 23, exceeding the bond requirement. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Notable revenue contraction from enrollment, net student fees, or decreased core donor support; - Weakening of Fitch-calculated cash flow margins toward about 5% or below or failure to achieve the 1.1x DSCR bond covenant. - Stress on operating liquidity or the 75 DCOH liquidity covenant, or AU's inability to maintain its operating line of credit; - Any additional debt, or deterioration in Available Funds, such that AF-to-adjusted debt falls meaningfully below 30%. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Achievement of recurring structural balance in fiscal operations without use of one-time revenues or supplemental endowment draws; - Growth in entering students and student-generated revenues, coupled with sustained growth in non-student generated revenue sources such as fundraising; - Fitch-calculated cash flow margins consistently 10% or better; - Growth in operating liquidity, and reduction in need to use bank lines to manage liquidity needs; - Improved leverage position, with AF-to-adjusted debt consistently exceeding 50%. PROFILE Founded in 1917, AU is a coeducational, private Christian university located in Anderson, IN, about 35 miles northeast of Indianapolis. It was founded by and is affiliated with the Church of God Ministries Anderson, IN (COG) and is the only college affiliated with the COG in the Midwest. Per the university's by-laws, almost all Trustees are ratified by COG, and at least 11 trustees must be ordained ministers of COG. The university offers various undergraduate programs, which make up 91% of enrollment, as well as graduate programs in business, theology and music education. AU also offers workforce readiness certificates, associate's degrees and bachelor's degrees to nontraditional adult students. In 2019 the Higher Learning Commission affirmed AU's continued accreditation, with the next reaffirmation review occurring in 2028-2029. AU also maintains program-specific accreditations from the relevant accreditation bodies. The Flagship Enterprise Center (FEC), a regional business incubator and small business lender created through a partnership between AU and the city of Anderson, was a non-obligated group controlled affiliate until Jan. 1, 2023 when AU no longer controlled a majority of FEC's board. As FEC was a non-obligated group member, this change did not impact the financial ratios or ratings of Anderson University. 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. ARA MACAO: Jan. 4 Hearing on Trustee/Committee Plan --------------------------------------------------- The Chapter 11 Trustee and the Official Committee of Unsecured Creditors (the "Proponents") filed a Disclosure Statement accompanying their First Amended Joint Plan of Liquidation dated November 1, 2023 for debtor Ara Macao Holdings, L.P. Judge Paul Sala has entered an order approving the Disclosure Statement filed by Plan Proponents. A hearing to consider whether to confirm the Plan will be held at the United States Bankruptcy Court, 230 North First Avenue, Courtroom 601, 6th floor, Phoenix, Arizona, at 10:30 a.m., on January 4, 2024. Any party desiring to object to confirmation of the Plan must file and serve a written objection on or before December 27, 2023. Any creditor desiring to vote for or against confirmation of the Plan must complete and sign a Ballot and return it to counsel for the Trustee no later than December 27, 2023. Holders of Allowed Claims in Classes 1 (Priority Claims) and 2 (Priority Tax Claims) are not entitled to vote because their claims are not impaired by the Plan and they are, therefore, deemed to accept it. Holders of Claims in Classes 4 (Subordinated General Unsecured Creditors) and 5 (General and Limited Partnership Interests) are not entitled to vote because they will receive no distribution under the Plan and are, therefore, deemed to reject it. The Proponents shall file a written ballot report consistent with Local Bankruptcy Rule 3018-1 no later than December 29, 2023. About Ara Macao Holdings Ara Macao Holdings, L.P., is a provider of real estate development services based in Sedona, Ariz. On April 6, 2018, an involuntary Chapter 11 petition was filed against Ara Macao Holdings (Bankr. D. Ariz. Case No. 18-03615). The petitioning creditors are KB Partners, Inc., Christopher de Sibert, Gary Nitsche, Daniel Dorgan, Richard Umbach and Edgewater Resources, LLC. They are represented by Patrick A Clisham, Esq., at Engelman Berger, P.C. On May 8, 2018, the involuntary proceeding was converted to a voluntary Chapter 11 case (Bankr. D. Ariz. Case No. 18-03615). Judge Paul Sala oversees the case. Ara Macao Holdings hired Burch & Cracchiolo, P.A. as its bankruptcy counsel. The U.S. Trustee for Region 14 appointed an official committee of unsecured creditors in Ara Macao Holdings' bankruptcy case. The committee is represented by Engelman Berger, P.C. S. Cary Forrester is the Chapter 11 trustee appointed for Ara Macao Holdings. The trustee hired Forrester & Worth, PLLC as bankruptcy counsel; Snell & Wilmer, LLP as special counsel; and REDW, LLC as tax accountant. ASPIRE BAKERIES: Moody's Raises CFR to B2, Outlook Stable --------------------------------------------------------- Moody's Investors Service upgraded the ratings of Aspire Bakeries Holdings, LLC including the company's Corporate Family Rating to B2 from B3 and Probability of Default Rating to B2-PD from B3-PD. Moody's also upgraded the ratings on the company's senior secured first lien revolving credit facility and senior secured first lien term loan to B1 from B2, and senior secured second lien term loan to Caa1 from Caa2. The rating outlook is stable. The rating upgrades reflect Aspire's deleveraging progress over the last year as debt/EBITDA (on a Moody's adjusted basis) has declined to 4.3x for the fiscal year ended July 29, 2023 from 6.6x as of July 30, 2022. Absent acquisitions or distributions, Moody's expects debt/EBITDA to decline to below 4x over the next 12 months. Deleveraging is being driven by earnings growth as Aspire's revenue increased 10% and EBITDA (on a Moody's adjusted basis) increased 40% in fiscal 2023. Earnings growth reflects the impact of pricing actions catching up to costs as inflation has moderated, along with many one-time carveout and pandemic-related costs rolling off. The earnings improvement also reflects reduced complexity in the business because the company has rationalized its manufacturing footprint and reduced the number of SKUs to improve manufacturing efficiency. Profitability is also improving because of volume growth with foodservice customers and rationalization of lower margin retail volume. Moody's projects revenue to grow at a low to mid-single digit rate in fiscal 2024, and EBITDA to grow more than 20%. Earnings growth will be driven by continued benefits from prior year pricing and volume growth with foodservice and retail customers as the company focuses on executing on new business wins. Moody's projects free cash flow to continue to improve. Free cash flow turned positive to $31 million in fiscal 2023 because of earnings growth and rolling off of one-time costs related to the pandemic and setting up the stand-alone entity. Aspire also reduced its working capital in fiscal 2023 partly because of improved customer payment terms and inventory management. Moody's projects earnings growth to drive further improvement in free cash flow to $40-$50 million in fiscal 2024. RATINGS RATIONALE Aspire's B2 CFR reflects its modest scale, thin operating profit margin and narrow product categories within the food sector. The rating also reflects high event risk associated with private equity ownership, including potential for distributions or acquisitions that could increase financial leverage. Aspire's ratings are supported by its leading market positions in breads, cookies, donuts and muffins within US foodservice channels. The ratings are also supported by improving profitability and free cash flow behind the company's pricing actions and profitability initiatives that have resulted in deleveraging to 4.3x debt/EBITDA (on a Moody's adjusted basis) as of July 29, 2023 compared to 6.6x as of July 30, 2022. There is potential downside to Moody's forecast because of potential pushback on customer pricing and foodservice volumes due to consumers continuing to remain cautious with spending or away-from-home food consumption, but there is some cushion within the financial leverage expectations for the B2 CFR to absorb a modest decline in earnings. Aspire's good liquidity is supported by positive projected free cash flow and a $100 million revolving credit facility due May 2026, which is the primary source of external liquidity. At the end of fiscal year ended July 29, 2023, Aspire had roughly $7 million of cash on hand and $65 million of revolver availability (net of $20 million drawn and $15 million letters of credit outstanding). Moody's projects free cash flow to increase to $40-$50 million in fiscal 2024, compared to $31 million of positive free cash flow in fiscal 2023. The improvement reflects Moody's expectation for continued earnings growth, and a lower working capital benefit in fiscal 2024. The revolving credit facility contains a 6.00x maximum first lien net leverage covenant that springs when availability falls below 65%. Moody's does not expect the covenant to be triggered over the next 12 months. If it does, Moody's expects that the company will have sufficient cushion, due in part to a permissive EBITDA definition that includes add backs to reported results. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that Aspire will maintain good liquidity including positive free cash flow, and organically grow revenue and EBITDA to reduce debt/EBITDA leverage below 4.0x over the next 12 months, but that debt financed acquisitions or distributions are likely to increase leverage above 4.0x over the next few years. There is also potential downside to Moody's forecast because of potential pushback on customer pricing and foodservice volumes due to consumers continuing to remain cautious with spending or away-from-home food consumption. A rating downgrade could occur if financial performance deteriorates, the financial policy becomes more aggressive, liquidity deteriorates, or free cash flow is not maintained at a comfortably positive level. Quantitatively, a downgrade could occur if debt/EBITDA is above 5.5x. A rating upgrade could occur if Aspire is able to meaningfully increase scale and improve operating performance including higher profitability and consistent and solid free cash flow generation. Aspire would also need to sustain debt/EBITDA at or below 4.0x. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. COMPANY PROFILE Operated out of Los Angeles, California, Aspire Bakeries Holdings, LLC produces and sells primarily breads, cookies, donuts and muffins to foodservice and retail in-store bakery customers. The company sells private label and branded products under the La Brea Bakery, Otis Spunkmeyer and Oakrun Farm Bakery brands. Aspire was previously a standalone subsidiary of Aryzta AG. The business was acquired by Aspire's private equity sponsor Lindsay Goldberg for $850 million in May 2021. Sales were approximately $1.5 billion for the fiscal year ended July 29, 2023. AVAYA HOLDINGS: S&P Raises ICR to 'CCC+' Post-Chapter 11 Emergence ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Avaya Holdings Corp. to 'CCC+', reflecting its improved capital structure and financial flexibility. S&P said, "At the same time, we assigned a 'CCC+' issue-level rating to the company's $810 million exit term loan maturing in 2028. The recovery rating on this debt is '3', indicating our expectation for rounded estimated recovery of 65% (recovery range of 50%-70%). "The stable outlook reflects Avaya's significantly reduced debt burden and our expectation that the company will return to growth starting in 2025 and improve profitability metrics as a result of sizable cost savings actions taken and planned. The stable outlook also reflects the company's good liquidity balances, which we believe will provide it ample headroom as it ramps up its operations following its bankruptcy filing. "The 'CCC+' issuer credit rating and stable outlook reflect our view of Avaya's improved capital structure and liquidity profile. Upon its emergence from bankruptcy, Avaya reduced its debt burden by 75% to about $830 million of debt as of the end of its fiscal year (ended Sept. 30, 2023), from almost $3.4 billion. Its liquidity has also rebounded sharply following the issuance of the company's exit facilities, with Avaya expected to finish the fiscal year with just over $600 million in cash and full availability under its $128 million asset-based lending (ABL) revolving credit facility (subject to letters of credit outstanding and the borrowing base)." Given its substantially improved financial flexibility, S&P believes Avaya's improved capital structure, as well as its new management team, will allow it to better execute on its turnaround strategy. The strategy is currently centered on achieving continued cost savings, scaling up its cloud portfolio, and servicing its existing customer base through its hybrid cloud and on-premise approach. S&P said, "Despite these positive post-emergence developments, however, we limit our recommendation to 'CCC+' considering the significant ramp-up projected for Avaya and our expectation that the company's performance will only meaningfully rebound starting 2025. Our recommendation also considers the company's elevated reputation risk following two bankruptcy filings and a series of legal and audit investigations, as well as Avaya's positioning in the highly competitive unified-communications-as-a-service (UCaaS) and contact-center-as-a-service (CCaaS) spaces in which it operates. "The stable outlook reflects Avaya's significantly reduced debt burden and our expectation that the company will return to growth starting in 2025 and improve profitability metrics as a result of sizable cost savings actions taken and planned. The stable outlook also reflects the company's strong liquidity balances, which we believe will provide the company ample headroom as it ramps up its operations following its bankruptcy filing." S&P could lower the rating if Avaya experiences operational challenges arising from its business turnaround such that: -- Revenue growth stalls or declines on a sustained basis; -- Negative FOCF accelerates; -- The compliance calculated fixed charge coverage ratio approaches 1.0x; or -- Liquidity deteriorates such that we believe Avaya may not meet its near-term cash commitments. S&P could raise its ratings on Avaya if the company demonstrates the following: -- Sustained revenue growth and EBITDA margins in the high-single-digit percent area; and -- Positive and growing FOCF. BELLA VENEZIA: Court Confirms 5-Year Plan ----------------------------------------- Judge Robert A. Mark has entered an order confirming the Plan of Bella Venezia 211, LLC. Bank of America Class 2 Secured Creditor shall be treated as follows: Debtor pays allowed claim as agreed by Bank of $1,428.675.35 at 4 percent interest for 30 years: P&I of $6,820.71, first payment 15 days after entry of this Order, then monthly thereafter balloon at five years. Payments should be sent to Bank of America N.A., P.O. Box 660933 Dallas, TX 75266-0933, regarding: 300 S Pointe Drive, 1002, Miami, FL 33139. The account may reflect old account number (XXXX0088) but former owner Serdar Senaydin will be supplemented by adding Portofino Towers 1002 LLC, Case Number US BK SD FL 16-18808-LMI Chapter 11 and statements mailed to Laurent Benzaquen 255 Collins Avenue #1 Miami Beach, Fl 33139 as account party. No escrow account. Debtor shall be responsible for the payment of taxes and insurance on the property, and will provide proof of insurance to the lender. If lender advances any additional post-petition escrows, lender is entitled to repayment of same by the debtor. In the event of a post-confirmation default of the plan payments or debtor's failure to provide for timely payment of real estate taxes or maintain insurance on the property, Secured Creditor shall provide written notice to the Debtor and Debtor's counsel allowing 5 business days to cure the default. Stay relief shall be granted upon entry of the order of confirmation. The pending foreclosure case 2014-010693-CA-01 will be dismissed. All of the terms of the Plan, as implemented by this Order, are approved and the Debtor is authorized and directed to perform in accordance with the Plan and this Order. As soon as practicable, the Debtor will file a Final Report of Estate and Motion for Final Decree Closing Case on the Court approved local form. This Court will conduct a post-confirmation status conference via zoom in the U.S. Bankruptcy Court, Southern District of Florida, January 4, 2024 at 11 AM Via Zoom. About Bella Venezia Bella Venezia 211, LLC, filed a petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-11738) on March 2, 2022, listing as much as $500,000 in both assets and liabilities. Laurent Bezaquen, authorized representative, signed the petition. Judge Robert A. Mark oversees the case. The Debtor tapped Joel M. Aresty P.A. as legal counsel. BIRMINGHAM-SOUTHERN COLLEGE: Moody's Puts 'Caa2' Ratings on Review ------------------------------------------------------------------ Moody's Investors Service has placed the Caa2 Issuer and revenue bond ratings of Birmingham-Southern College, AL on review with direction uncertain due to insufficient information. The revenue bonds were issued through the Birmingham Private Educational Building Authority, AL. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The review is prompted by the lack of sufficient, current financial information. If the information is not received over the next 30 days, Moody's will take appropriate rating action which could include the withdrawal of the issuer's ratings. BLINK CHARGING: Amends Sales Agreement With Barclays, 5 Others -------------------------------------------------------------- Blink Charging Co. disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission that on Nov. 16, 2023, the Company entered into an Amendment to Sales Agreement, effective as of Nov. 2, 2023, with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., H.C. Wainwright & Co., LLC, Roth Capital Partners, LLC and ThinkEquity LLC, amending the Sales Agreement entered into between the Company and the Agents, dated as of Sept. 2, 2022, relating to the "at-the-market" offering program pursuant to which the Company may issue and sell from time to time shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $250,000,000 through the Agents, as the Company's sales agents. The Amendment revises the term "Registration Statement" as used in the Sales Agreement to the Company's new shelf registration statement on Form S-3, as amended (File No. 333-275123), and revises the term "Prospectus Supplement" as used in the Sales Agreement to the Company's prospectus supplement dated Nov. 2, 2023, relating to the "at-the-market" offering program contemplated by the Sales Agreement. The shares being offered pursuant to the Sales Agreement, as amended by the Amendment, will be offered and sold pursuant to the Company's shelf registration statement on Form S-3, as amended (File No. 333-275123), and a prospectus supplement dated Nov. 2, 2023. About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID) f/k/a Car Charging Group Inc. -- http://www.CarCharging.com-- is a manufacturer, owner, operator, and provider of electric vehicle ("EV") charging equipment and networked EV charging services in the rapidly growing U.S. and international markets for EVs. Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various location types. Blink's principal line of products and services is its nationwide Blink EV charging networks and Blink EV charging equipment, also known as electric vehicle supply equipment ("EVSE"), and other EV-related services. Blink Charging reported a net loss of $91.56 million in 2022, a net loss of $55.12 million in 2021, a net loss of $17.85 million in 2020, a net loss of $9.65 million in 2019, and a net loss of $3.42 million in 2018. BLOCK INC: S&P Upgrades ICR to 'BB+', Outlook Stable ---------------------------------------------------- S&P Global Ratings raised its issuer credit and unsecured debt ratings to 'BB+' from 'BB' on Block Inc. S&P also affirmed its recovery rating on the company's senior unsecured debt at '4', reflecting its expectation of an average recovery (30%-50%, rounded estimate: 45%). The stable outlook on Block indicates that over the next 12 months, the company will maintain leverage of 1.5x-2.0x, while continuing to improve its operating margin. The upgrade reflects Block's improving operating performance and clarity on achieving its rule of 40 target. S&P Global Ratings has a favorable view on Block prioritizing sustained profitability while prudently growing its ecosystems. We now expect the company to report positive operating income in 2024, which is in-line with Block's guidance. For third quarter ended Sept. 30, 2023, Block reported year-over-year gross profit growth of 21%, and adjusted operating income margin of 4.7%, for a total of 25.7%. For full-year 2023, Block plans to achieve gross profit growth of 24%, with adjusted operating margin of 3%, leading to rule of 27. The company expects 2024 adjusted operating income to grow by around 4x to $875 million as it focuses on sustaining profitability while prudently growing through its ecosystems. Block also plans to reduce corporate overhead expenses, by trimming its workforce by about 1,000 employees (8% of workforce) to 12,000 employees by end of 2024. By 2026, Block plans to achieve and sustain the rule of 40, defined as the sum of gross profit growth and adjusted operating income margin at or above 40%. The company expects to achieve this through at least mid-teens gross profit growth and approximately mid-20% adjusted operating margin. Year to date as of Sept. 30, 2023, net revenue (net of Bitcoin costs) grew 20% year over year to $9.3 billion, gross profit increased by 26% to $5.5 billion, and net loss improved to $168 million from $427 million. For the the rolling 12 months ended Sept. 30, 2023, Block's adjusted EBITDA (based on S&P Global's calculation) of $1.4 billion, increased from $0.8 billion a year ago. While the company improved its operating performance and reported a modest amount of positive EBITDA, we treat stock compensation expense as an add-back, which is still meaningful for Block. To quantify, for the rolling 12 months ended Sept. 30, 2023, S&P Global Ratings calculated adjusted EBITDA was $1.4 billion, of which $1.2 billion was from the add-back of stock compensation. Although this adjustment bolsters the company's EBITDA margins and lowers its leverage, S&P views the earnings as lower quality when compared with companies with core earnings and fewer add--backs. S&P's base-case expectation is that stock compensation addback will gradually decline as the company works towards growing its core earnings. Block continues to operate with low leverage while maintaining ample liquidity. For the the rolling 12 months ended Sept. 30, 2023, Block's leverage was 0.2x versus 1.7x at year-end 2022. While the current leverage is below S&P's expected range of 1.5x-2.0x, S&P expects it to rise because of seasonality, acquisitions, or capital spending, but remain 1.5x-2.0x on a sustained basis. S&P said, "We take a balanced view of the company's $8.1 billion in liquidity as of Sept. 30, 2023. We weigh ample on-balance-sheet liquidity, which provides flexibility, against the lack of a stated leverage tolerance or operating record with the current capital structure, which makes deployment uncertain. While the company announced a $1 billion share repurchase program for its class A shares, we are not certain on how the company will use its excess cash in terms of investments in the business, acquisitions, further shareholder friendly behavior or debt reduction. "An economic slowdown could increase credit risk exposure to buy now, pay later (BNPL) receivables. We expect the company's credit risk exposure to grow through its BNPL platform. As of September 2023, the company had $1.85 billion of BNPL receivables on balance sheet with provision for credit losses of $150 million (8.15% of receivables). The company funds the receivable growth by drawing on its $1.7 billion warehouse facilities, of which, $0.9 billion was drawn. For the third quarter, the BNPL charge-off was about 3.4% of receivables (up from 1.4% last year) and the 60-plus delinquency ratio was 4.9%." S&P expects quarterly net charge-offs to remain manageable at around 3%-4% of receivables. While Block continues to have healthy consumer repayment behavior, with more than 95% of installments paid on time, potential credit deterioration is possible due to an expected economic slowdown. Block also pre-underwrites short-term working capital loans to proactively offer them to select sellers/merchants. As of Sept. 30, 2023, Block's investments in loans held for investment increased to $227.5 million from $124 million at year-end 2022, and the credit quality on these loans could be strained, especially during an economic slowdown. S&P's base-case forecast assumes: -- S&P anticipates adjusted net revenue growth to moderate to 15%-20% in 2023, compared with 32% in 2022, and gross profit growth of 20%-25%, compared with 36% in 2022. -- Gross payment volume (GPV) will rise to $225 billion -$250 billion in 2023, from $203 billion in 2022. -- Cash App monthly active user growth will moderate to $55-$60 million in 2023, from $51 million in December 2022. -- Adjusted EBITDA margin will remain 10% to 15% in 2023-2024, based on S&P' Global's calculation. S&P said, "The stable outlook reflects S&P Global Ratings' expectation that over the next 12 months--despite a challenging macroeconomy--Block will continue operating with leverage, measured as net debt to adjusted EBITDA, of 1.5x-2.0x and EBITDA to interest above 10x, while maintaining a strong liquidity position. The stable outlook also reflects our expectation that the company will work towards sustaining profitability while prudently growing its Square and Cash App ecosystems and manage its exposures to consumer financing and bitcoin. "We could lower our ratings on Block over the next year if the company pursues a large cash- or debt-financed acquisition, or operating performance deteriorates such that we expect net debt to EBITDA to rise above 2.0x or the company to report negative operating income on a sustained basis. We could also lower the ratings if the company has regulatory enforcement actions, substantial monetary penalties, or curtailed business practices. "An upgrade is unlikely over the next 12 months. Over the longer term, we could raise the ratings if Block operates with leverage below 1.5x, EBITDA margins remain above 15%, and the company continues to grow its wallet share in the digital payment sector. An upgrade will also depend on better visibility on stock-based compensation, use of excess liquidity, the company sustaining profits on a reported basis, and no material regulatory finding." BORINQUEN NATURAL: Gen. Unsecureds Get $1,834 Monthly for 24 Months ------------------------------------------------------------------- Borinquen Natural, LLC, submitted a Third Amended Plan of Reorganization. The Debtor scheduled a priority claim of $3,056.40 with the Labor Department, amount will be paid in full on the Effective Date, in compliance with the provisions set forth by 11 U.S. C. s 1129(a)(9)(C)(II). Under the Plan, Class 1 – The General Unsecured Claims of Vendors and Trade Creditors total $42,125. Class 1 is impaired. Class 2 – The Contingent, Disputed & Unliquidated General Unsecured Claims in Legal Proceedings total $1,140,000. Class 2 is impaired. Classes 1 and 2 will be treated on the following scenarios: * Scenario A Class 1 – The General Unsecured Claims of Vendors and Trade Creditors. The holders of the allowed general unsecured claims of vendors will be paid in equal monthly installments of $1,833.98 for principal and interest at 4.25% per year, for a period of 24 months, equivalent to 100% of their allowed claims. Class 2 – The Contingent, Disputed & Unliquidated General Unsecured Claims in Legal Proceedings. The holders of the contingent, disputed & unliquidated general unsecured claims subject to legal proceedings in State Court will receive no distribution under the Plan, as the claims are contingent, disputed & unliquidated, and not Allowed Claims. * Scenario B Class 1 – The General Unsecured Claims of Vendors and Trade Creditors. The holders of the allowed general unsecured claims of vendors will be paid in equal monthly installments of $1,833.98 for principal and interest at 4.25% per year, for a period of 24 months, equivalent to 100% of their allowed claims. Class 2 – The Contingent, Disputed & Unliquidated General Unsecured Claims in Legal Proceedings. The claims of the contingent, disputed & unliquidated general unsecured claimants are subject to, contingent and dependent upon the disputed claims being resolved and liquidated in State Court and/or District Court. Debtor will reserve a cash amount of $30,000, to be disbursed pending and upon the final resolution of the legal proceedings Secured Claims, General Unsecured Claims, as well as Priority Tax Claims, if any, will be paid through the payment plans, from the cash resulting from Debtor's Operations. In the event that Debtor receives additional income from its operations, other sources that could be used to fund the Plan, Debtor may advance payments to creditors. Attorneys for Debtor: Myrna L. Ruiz-Olmo, Esq. MRO Attorneys at Law, LLC PO Box 367819 San Juan, PR 00936-7819 Tel: (787) 404-2204 Email: mro@prbankruptcy.com Web: www.prbankruptcy.com A copy of the Plan of Reorganization dated November 15, 2023, is available at https://tinyurl.ph/XjrWm from PacerMonitor.com. About Borinquen Natural Borinquen Natural, LLC, is a corporation organized under the laws of the Commonwealth of Puerto Rico. It is a limited liability company engaged in the distribution and sale of a variety of health food products. Borinquen Natural owns no real estate properties. Borinquen Natural filed a voluntary petition for Chapter 11 protection (Bankr. D.P.R. Case No. 21-01058) on March 31, 2021, listing under $1 million in both assets and liabilities. Judge Mildred Caban Flores oversees the case. The Debtor tapped Myrna L. Ruiz-Olmo, Esq., at MRO Attorneys at Law, LLC, as bankruptcy counsel and Trebilcock & Rovira, LLC as special litigation counsel. Albert Tamarez-Vasquez, CPA, at Tamarez CPA, LLC, is the Debtor's accountant. BROWNIE'S MARINE: Incurs $98,549 Net Loss in Third Quarter ---------------------------------------------------------- Brownie's Marine Group, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $98,549 on $2.28 million of total revenues for the three months ended Sept. 30, 2023, compared to a net loss of $284,189 on $2.81 million of total revenues for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $616,315 on $5.99 million of total revenues compared to a net loss of $1.06 million on $7.18 million of total revenues for the same period during the prior year. As of Sept. 30, 2023, the Company had $5.03 million in total assets, $2.88 million in total liabilities, and $2.16 million in total stockholders' equity. Brownie's Marine stated, "We have a history of losses, and an accumulated deficit of $17,053,810 as of September 30, 2023. Despite a working capital surplus of $724,761 at September 30, 2023, the continued losses and cash used in operations raise substantial doubt as to the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon the Company's ability to continue to increase revenues, control expenses, raise capital, and continue to sustain adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to the Company. We are continuing to engage in discussions with potential sources for additional capital, however, our ability to raise capital is somewhat limited based upon our revenue levels, net losses and limited market for our common stock. If we fail to raise additional funds when needed, or if we do not have sufficient cash flows from operations, we may be required to scale back or cease certain of our operations." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1166708/000149315223042033/form10-q.htm About Brownie's Marine Headquartered in Pompano Beach, Florida, Brownie's Marine Group, Inc. designs, tests, manufactures and distributes tankless dive systems, rescue air systems and yacht-based self-contained underwater breathing apparatus ("SCUBA") air compressor and nitrox generation fill systems and acts as the exclusive distributor for North and South America for Lenhardt & Wagner GmbH compressors in the high-pressure breathing air and industrial gas markets. Brownie's Marine reported a net loss of $1.89 million for the year ended Dec. 31, 2022, compared to a net loss of $1.59 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $5.32 million in total assets, $2.90 million in total liabilities, and $2.41 million in total stockholders' equity. Margate, Florida-based Assurance Dimensions, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company had a net loss of approximately $1,893,000 and cash used in operating activities of approximately $678,000 for the year ended Dec. 31, 2022 as well as an accumulated deficit of approximately $16,437,000 as of Dec. 31, 2022. These factors raise substantial doubt about the Company's ability to continue as a going concern. BUSINESSOLVER.COM: 92% Markdown for GS Middle Market II Loan ------------------------------------------------------------ Goldman Sachs Middle Market Lending LLC II has marked its $586,000 loan extended to Businessolver.com, Inc to market at $44,000 or 8% of the outstanding amount, as of September 30, 2023, according to Goldman LLC II's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs Middle Market Lending LLC II is a participant in a First Lien Senior Secured Debt Loan to Businessolver.com, Inc. The loan accrues interest at a rate of 10.99% (S +5.50%) per annum. The loan matures on December 1, 2027. Goldman Sachs Middle Market Lending LLC II was formed on February 21, 2020. Effective November 23, 2021, MMLC LLC II converted from a Delaware limited liability company to a Delaware corporation named Goldman Sachs Middle Market Lending Corp. II, which term refers to either Goldman Sachs Middle Market Lending Corp. II or Goldman Sachs Middle Market Lending Corp. II together with its consolidated subsidiary, as the context may require), which, by operation of law, is deemed for purposes of Delaware law the same entity as MMLC LLC II. The Company commenced operations on October 29, 2021. On November 23, 2021, the Company's initial investors funded the initial portion of their capital commitment to purchase shares of common stock, at which time the Initial Member's initial capital contribution to MMLC LLC II was cancelled. The Company has elected to be regulated as a business development company under the Investment Company Act. Businessolver.com, Inc. provides benefits management solutions. The Company offers flex spending account, custom communication and fulfillment, verification, direct billing, voluntary benefits enrollment, and pooled insurance services. Businessolver.com serves customers in Iowa. CAN B CORP: Incurs $4.2 Million Net Loss in Third Quarter --------------------------------------------------------- Can B Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $4.16 million on $418,957 of total revenues for the three months ended Sept. 30, 2023, compared to a net loss of $6.89 million on $2.89 million of total revenues for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $7.93 million on $1.78 million of total revenues compared to a net loss of $12.02 million on $6.02 million of total revenues for the same period during the prior year. As of Sept. 30, 2023, the Company had $13.07 million in total assets, $12.86 million in total liabilities, and $219,602 in total stockholders' equity. Can B Corp stated, "As of September 30, 2023, the Company had cash and cash equivalents of $31,318 and negative working capital of $5,195,758. For the nine months ended September 30, 2023 and 2022, the Company had incurred losses of $7,931,427 and $12,024,759, respectively. These factors raise substantial doubt as to the Company's ability to continue as a going concern. "After careful consideration and analysis of the economics, supply chain, processing logistics, and management of manpower the Company decided to consolidate operations in its CO operations in Mead and Ft. Morgan. The Company remains fully vertically integrated in legal hemp operations and sales with processing of hemp biomass and crude hemp oil into distillate, isolate, and ultimately into isomers. The Company moved all of its help processing equipment previously located in its Miami, FL operation under Botanical Biotech, LLC to its main hemp processing center in CO. The Company also terminated its lease with the Miami landlord. The Company moved all of the hemp processing equipment previously located in its McMinnville, TN operation under TN Botanicals, LLC to its main hemp processing center in CO. "As a result of these equipment moves, the Colorado operation will, once fully operational, improve operating efficiencies, increase management oversight, and be able to increase throughput by double compared to the prior three independent operating facilities. The Company expects to have the consolidated operation fully operational by the end of fiscal 2023. Senior management of the Company will be on-site in CO during this consolidation period to ensure maximum efficiencies and continue operations during this rebuilding period. Immediate impact of the consolidation is elimination of duplicate lines, better coordination of customer orders, reduction in transportation charges, and manpower efficiencies with larger batch sizes and reduced personnel." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1509957/000149315223042109/form10-q.htm About Can B Corp Headquartered in Hicksville New York, Can B Corp (f/k/a Canbiola, Inc.) -- http://www.canbiola.com-- develops, manufactures and sells products containing cannabinoids derived from hemp biomass and the licensing of durable medical devises. Can B Corp. reported a net loss of $14.92 million for the year ended Dec. 31, 2022, compared to a net loss of $12.17 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $15.56 million in total assets, $12.86 million in total liabilities, and $2.70 million in total stockholders' equity. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. CASA SYSTEMS: Chief Technology Officer Weidong Chen to Retire ------------------------------------------------------------- Casa Systems, Inc. disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission that the Company and Weidong Chen reached a mutual agreement that Mr. Chen will retire from his position as the Company's chief technology officer, effective as of Nov. 30, 2023. In connection with Mr. Chen's departure, the Company and Mr. Chen entered into a separation agreement and general release of claims on Nov. 17, 2023. Pursuant to the terms of the Separation Agreement, for a twelve-month period following the Effective Date, Mr. Chen will receive (i) salary continuation payments in an amount equal to the sum of (x) his annual base salary at the rate in effect as of the Effective Date and (y) his target bonus for the calendar year 2023 and (ii) payment to the COBRA provider for premiums to continue health benefit coverage. In addition, pursuant to the terms of the Separation Agreement, on the date the Release becomes effective, any of Mr. Chen's unvested equity in the Company will be fully accelerated and become vested, and Mr. Chen will have until the first anniversary of the Effective Date to exercise any option to purchase shares of the Company's common stock. The Separation Agreement also contains non-disparagement and cooperation covenants, a release of claims by Mr. Chen, and a provision reaffirming Mr. Chen's post-employment continuing obligations. The Company's obligations to make payments under the Separation Agreement are conditioned upon Mr. Chen not breaching any of his continuing obligations and a requirement that Mr. Chen executes the Consulting Agreement and executes and does not revoke the customary release of claims by Mr. Chen in favor of the Company included in the Separation Agreement. The Company and Mr. Chen also entered into a consulting agreement on Nov. 17, 2023, effective Nov. 30, 2023. Pursuant to the terms of the Consulting Agreement, following his retirement, Mr. Chen will provide advisory and professional services as a consultant to the Company, with the level of such services not to exceed 20% of those provided during the preceding 36 months, and not to exceed eight hours per week, unless otherwise agreed to by Mr. Chen. As part of the Consulting Agreement, Mr. Chen will receive compensation at a rate of $500 per hour for time actually worked. Mr. Chen will submit monthly invoices to the Company by the 15th day of each month, and the Company will make payment to Mr. Chen within 30 days of receipt of invoice. The Consulting Agreement is for a term of six months and may be terminated by the Company at any time, without cause or further obligation, with at least 30 calendar days' written notice to Mr. Chen. The Consulting Agreement also contains customary confidentiality, non-disclosure, and invention assignment covenants. About Casa Systems Inc. Casa Systems, Inc. (Nasdaq: CASA) -- http://www.casa-systems.com-- delivers the core-to-customer building blocks to speed 5G transformation with future-proof solutions and cutting-edge bandwidth for all access types. Casa Systems creates disruptive architectures built specifically to meet the needs of service provider networks. The Company's suite of open, cloud-native network solutions unlocks new ways for service providers to build networks without boundaries and maximize revenue-generating capabilities. Commercially deployed in more than 70 countries, Casa Systems serves over 475 Tier 1 and regional communications service providers worldwide. Boston, Massachusetts-based Ernst & Young LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 15, 2023, citing that the Company has insufficient financial resources to meet its obligation related to debt maturing in 2023 and has stated that substantial doubt exists about the Company's ability to continue as a going concern. * * * As reported by the TCR on July 10, 2023, S&P Global Ratings upgraded Casa Systems Inc. to 'CCC+' from 'CCC' to reflect its overall view of its improved credit prospects following the Transaction Support Agreement (TSA), despite the company's reliance on favorable supply chain conditions and exposure to volatile telecom capex patterns. Moody's Investors Service upgraded Casa Systems, Inc.'s ratings, including the Corporate Family Rating to Caa1 from Caa2, the TCR reported on July 3, 2023. The rating actions follow Casa's completion of the exchange offer, which extends the maturity of 98% of the company's debt to December 2027 and thus greatly enhances the financial viability of the company. CELSIUS NETWORK: Clients' Fees Face Bankruptcy Watchdog Pushback ---------------------------------------------------------------- Celsius Network LLC customers and some attorneys are facing objections to about $5 million in requested fees that, according to the Department of Justice's bankruptcy monitoring unit, don't meet the standards for reimbursement. William K. Harrington, the United States Trustee for Region 2, submitted an omnibus objection to the substantial contribution applications filed in the case of Celsius Network, LLC and its Debtor Affiliates: * Zachary Wildes; * Ad Hoc Group of Earn Account Holders and Miscellaneous Members; * Ad Hoc Group of Custody Account Holders; * Rebecca Gallagher; * Ad Hoc Group of Withhold Account Holders; * Ignat Tuganov; * Simon Dixon and BNK to the Future; * Ad Hoc Group of Borrowers; * Ad Hoc Group of Withdrawal Borrowers; * Immanual Herrmann; and * Daniel Frishberg. "The eleven applicants consist of five ad hoc groups and six individual parties in interest. Each of these applicants contends that its respective efforts made a substantial contribution to these chapter 11 cases and as such, their necessary expenses, including professional fees, in the aggregate sum of approximately $5 million should be given an administrative expense priority, pursuant to Section 503(b)(3)(D) and (b)(4). The United States Trustee disagrees... Each Applicant acted solely in their self-interest. Any benefit that flowed to the estates was merely incidental. In fact, many, if not all, of the services which various Applicants' claim made a substantial contribution in these cases were duplicative of the services provided to all creditors by the Official Committee of Unsecured Creditors or were already in process by the Debtors," the U.S. Trustee said. "With respect to the requests for administrative expense priority for the necessary and reasonable fees of attorneys and accountants, all eleven Applicants fail to satisfy their respective burden with regard to the narrow strictures for compensation under Section 503(b)(3)(D). Additionally, many of the expenses for which the Applicants seek administrative priority as part of their substantial contribution claims are not even compensable. For example, several of the Applicants seek to be awarded expenses for the future fees of their respective counsel in the aggregate sum of almost $500,000. There are also shocking requests for reimbursement for a variety of expenses, including deodorant, monitoring Twitter, and lavish dinners exceeding more than $400 for an unknown number of people. It cannot be persuasively claimed that these expenses were reasonable or necessary." About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankrupty counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP, as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CERTENEJAS: Unsecureds Owed $372K to Get 5% to 10% Under Plan ------------------------------------------------------------- Certenejas Incorporado and Luis J. Meaux Vazquez submitted a Joint Disclosure Statement. The Debtors have undertaken the following efforts for the benefit of their Estates and their creditors: * Debtors sought and obtained the Bankruptcy Court's approval to retain Charles A. Cuprill, Esq. as their bankruptcy counsel. * Debtors also sought and obtained the Bankruptcy Court's approval to retain a Luis R. Carrasquillo, CPA, ("Carrasquillo"), as their financial advisor on all matters pertaining to Debtors' reorganization. * Certenejas reached an agreement with Triangle for the payment of adequate protection during the pendency of the case. The Joint Plan provides and considers that Mr. Meaux will transfer most of his real properties, as well as his Art Collection, respectively with estimated values of $2,249,000 and $952,100 (the "Assets") to the Trust on the Effective Date. It is expected that the net recovery from the sale of the Assets will produce at least $2,200,000. Under the Plan, Class 5 consists of Holders of Allowed General Unsecured Claims - Certenejas total $246,967.38. Holders of Non-duplicative Allowed General Unsecured Claims, excluding the deficiency claim of Triangle, will receive an estimated dividend of 5% of their Allowed Claims on the Effective Date, in full satisfaction of their claims. Class 5 is impaired. Class 6 consists of Holders of Allowed General Unsecured Claims – Mr. Meaux total $125,228.34. Holders of Non-duplicative Allowed General Unsecured Claims, excluding the deficiency claim of Triangle, will receive an estimated dividend of 10% of their Allowed Claims on the Effective Date, in full satisfaction of their claims. Class 6 is impaired. According to Certenejas' Schedule A/B, Debtor is the owner in fee simple of the Flor Del Valle Motel With an actual estimated value of $3,150,000 based on its management opinion. Mr. Meaux has several real properties with an aggregate value of $2,259,000, as more fully described in his Schedule A/B. As of the filing date, Certenejas' Schedules list personal property of an approximate value of $1,262,900, consisting of cash, checking accounts, motels licenses, security deposits, automobiles, motel equipment, furnishings, vehicles, and inventory. As of the filing date, Mr. Meaux Schedules lists personal property of an approximate value of $1,029,226, consisting of cash, art collection, investment in incorporated business, furniture, and other assets. Counsel for the Debtors: Charles A. Cuprill-Hernandez, Esq. CHARLES A. CUPRILL, P.S.C. LAW OFFICES 356 Fortaleza St., Second Fl. San Juan, PR 00901 Tel: (787) 977-0515 Fax: (787) 977-0518 E-mail: ccuprill@cuprill.com A copy of the Joint Disclosure Statement dated November 15, 2023, is available at from https://tinyurl.ph/GdllO PacerMonitor.com. About Certenejas Incorporado Certenejas Incorporado, doing business as Hotel Flor Del Valle, is the fee simple owner of a land with commercial building known as "Motel Flor Del Valle." The property is located in Cidra, P.R., and is valued at $3.15 million. Certenejas Incorporado filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-01438) on May 12, 2023, with $4,412,900 in assets and $10,114,333 in liabilities. Luis J. Meaux Vazquez, president, signed the petition. Judge Enrique S. Lamoutte Inclan oversees the case. Charles A. Cuprill, Esq., at Charles A. Cuprill, PSC Law Offices and CPA Luis R. Carrasquillo & Co., P.S.C., serve as the Debtor's legal counsel and financial advisor, respectively. CHASE INDUSTRIES: Goldman Sachs Marks $12.1MM Loan at 86% Off ------------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $12,150,000 loan extended to Chase Industries, Inc. to market at $1,701,000 or 14% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC, Inc is a participant in a Second Lien Senior Secured Debt (10.00% PIK) to Chase Industries. The loan matures on November 11, 2025. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. The loan is subject to Chapter 7 bankruptcy process filed by IHS Intermediate Inc. (dba Interactive Health Solutions). Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Chase Industries, doing business as Senneca Holdings, is a designer and manufacturer of specialty doors and door systems for commercial and industrial applications. The company's product offering includes a line of made-to-order doors, including traffic doors, cold storage doors, sliding doors, corrosion-resistant doors, strip doors and roll-up doors. Its doors are used by customers in diverse markets, including supermarket, retail, restaurant, industrial, pharmaceutical, food processing, cold storage and government. CIDARA THERAPEUTICS: Nasdaq Sets Hearing Date for Appeal -------------------------------------------------------- Cidara Therapeutics, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that in response to the Nov. 9, 2023 determination letter received from the Listing Qualification Staff of The Nasdaq Stock Market LLC, the Company requested a hearing before the Nasdaq Hearings Panel to appeal the Staff determination to delist the Company's securities from the Nasdaq Capital Market due to the bid price of the Company's common stock having closed below the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) for 30 consecutive trading days preceding Nov. 6, 2023. On Nov. 17, 2023, the Staff accepted the Company's hearing request and has granted a hearing date of Feb. 1, 2024. Accordingly, the delisting action referenced in the Determination Letter has been stayed, pending a final written decision by the Panel. At the hearing, the Company intends to present a plan to regain compliance with the Minimum Bid Price Requirement and request that the Panel allow the Company additional time within which to regain compliance. While the Company will submit a comprehensive plan to regain compliance and a request for 180 days in which to implement the plan, there can be no assurance that the Panel will grant the Company's request for the additional time requested. If at any point before the hearing the Company has regained compliance with all criteria for continued listing and can evidence an ability to sustain compliance with those requirements over the long term, the Company will notify Nasdaq. If Nasdaq determines that the Company has regained compliance, it will advise the Company by letter that the hearing is cancelled. About Cidara Therapeutics Headquartered in San Diego, Calif., Cidara Therapeutics -- www.cidara.com -- is using its proprietary Cloudbreak platform to develop novel drug-Fc conjugates (DFCs). These targeted immunotherapies offer the unique opportunity to create "single molecule cocktails" comprised of targeted small molecules and peptides coupled to a human antibody fragment (Fc). DFCs are designed to save lives and improve the standard of care for patients facing cancers and other serious diseases by inhibiting specific disease targets while simultaneously engaging the immune system. In addition, Cidara received FDA approval for REZZAYO (rezafungin for injection), which it has licensed to multiple partners to commercialize in the U.S. and ex-U.S. San Diego, California-based Ernst & Young LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 23, 2023, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities since its inception and has stated that substantial doubt exists about the Company's ability to continue as a going concern. CODING SOLUTIONS: 83% Markdown for GS Middle Market II Loan ----------------------------------------------------------- Goldman Sachs Middle Market Lending LLC II has marked its $615,000 loan extended to Coding Solutions Acquisition, Inc to market at $102,000 or 17% of the outstanding amount, as of September 30, 2023, according to Goldman LLC II's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs Middle Market Lending LLC II is a participant in a First Lien Senior Secured Debt Loan to Coding Solutions Acquisition, Inc. The loan accrues interest at a rate of 10.82% (S +5.75%) per annum. The loan matures on May 11, 2028. Goldman Sachs Middle Market Lending LLC II was formed on February 21, 2020. Effective November 23, 2021, MMLC LLC II converted from a Delaware limited liability company to a Delaware corporation named Goldman Sachs Middle Market Lending Corp. II, which term refers to either Goldman Sachs Middle Market Lending Corp. II or Goldman Sachs Middle Market Lending Corp. II together with its consolidated subsidiary, as the context may require), which, by operation of law, is deemed for purposes of Delaware law the same entity as MMLC LLC II. The Company commenced operations on October 29, 2021. On November 23, 2021, the Company's initial investors funded the initial portion of their capital commitment to purchase shares of common stock, at which time the Initial Member's initial capital contribution to MMLC LLC II was cancelled. The Company has elected to be regulated as a business development company under the Investment Company Act. Coding Solutions Acquisition, Inc. is in the Health Care Providers & Services industry. CODING SOLUTIONS: Goldman Sachs Marks $2.1MM Loan at 83% Off ------------------------------------------------------------ Goldman Sachs BDC, Inc has marked its $2,120,000 loan extended to Coding Solutions Acquisition, Inc to market at $350,000 or 17% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC is a participant in a First Lien Senior Secured Debt to Coding Solutions Acquisition, Inc. The loan accrues interest at a rate of 10.82% (S+5.75%) per annum. The loan matures on May 11, 2028. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Coding Solutions Acquisition, Inc. is in the Health Care Providers & Services industry. COMMERCEHUB INC: Moody's Alters Outlook on 'B3' CFR to Negative --------------------------------------------------------------- Moody's Investors Service affirmed CommerceHub, Inc.'s corporate family rating at B3 and its probability of default rating at B3-PD. Concurrently, Moody's affirmed the company's senior secured first lien credit facilities at B2 and senior secured second lien term loan at Caa2. The outlook was changed to negative from stable. The company is a provider of cloud-based software that integrates retailers with suppliers to expand their e-commerce-based drop-shipping programs, primarily in the U.S. and Canada. The outlook revision to negative from stable takes into account CommerceHub's concentrated exposure to slowing sales trends in the retail sector for discretionary categories including home improvement, big box, and apparel. Additionally, the high cost of essentials and inflation fatigue on consumer spending adds uncertainty to Moody's modest retail industry growth forecasts for 2024. These macroeconomic risks, coupled with ongoing high customer churn at CommerceHub's ChannelAdvisor segment (acquired in November 2022), could constrain the company's ability to realize revenue growth over the next 12-18 months, resulting in ongoing cash flow deficits and deteriorating liquidity. RATINGS RATIONALE CommerceHub's B3 CFR is principally constrained by the company's elevated trailing debt to EBITDA (Moody's adjusted, pro forma for acquisitions) of approximately 9x as of June 30, 2023, limited revenue scale, and a concentrated vertical market focus on the retail e-commerce industry. While Moody's expects EBITDA growth to result in a moderate contraction in debt leverage over the next 12-18 months, the burden of CommerceHub's high interest expense will continue to weigh on free cash flow and weaken liquidity. Additional credit risks relate to the company's aggressive financial strategy given the potential for incremental debt funded acquisitions and dividend distributions. However, CommerceHub benefits from its established market position as a third-party drop shipping provider to top US retailers, the company's mission critical role within the retailer and supplier network, a highly recurring revenue stream supported by high order retention and subscription fees, very high profitability rates (Moody's adjusted EBITDA margins projected to exceed 40% over the next 12-18 months) and the company's deep retailer integration with high switching costs. Moody's considers CommerceHub's liquidity profile to be weak given expectations of continued cash burn over the next 12-15 months. The company's cash balance has declined from $81.4 million as of December 31, 2022 to $41.6 million as of June 30, 2023 and Moody's projects that the company will incur a free cash flow deficit of approximately $20 million during 2024. A degree of seasonality in CommerceHub's business and the risk of continued operational underperformance may prompt the company to utilize its undrawn $50 million revolving credit facility expiring in December 2025 to meet approximately $9 million of annual required first lien term loan amortization. While CommerceHub's term loans are not subject to financial covenants, the revolving credit facility is subject to a springing maximum first lien net leverage ratio of 8.15x when usage exceeds 35% ($17.5 million). Moody's expects the company will be comfortably in compliance with this covenant over the next 12-15 months if it is measured, but is cognizant of refinancing risk associated with this debt instrument. The negative rating outlook reflects Moody's expectation that CommerceHub's revenue is unlikely to increase meaningfully over the next 12-18 months. While the realization of cost synergies from the ChannelAdvisor acquisition and some revenue growth should result in a healthy improvement in EBITDA, with debt to EBITDA contracting to around 8x by 2024, the company's high interest costs are projected to fuel ongoing free cash flow deficits during this period. The outlook may be revised to stable if Moody's anticipates that CommerceHub will realize moderate organic revenue growth and generate positive free cash flow on a sustained basis, leading to an improved liquidity profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, a rating upgrade over the next 12-18 months is not considered likely. Over the longer term, the ratings could be upgraded if revenue growth along with debt repayment and profit margin expansion lead to debt leverage (Moody's adjusted) sustained below 6x and annual free cash flow to debt sustained above 5%, while the company adheres to conservative financial policies. The ratings could be downgraded if the company is unable to generate organic revenue growth on a sustained basis, reflecting increased competition, customer losses, or shifts in the e-commerce business model, or if debt to EBITDA (Moody's adjusted) remains at elevated levels and the company's incurs increased free cash flow deficits, resulting in a deterioration in liquidity. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. CommerceHub, with headquarters in Albany, NY, provides cloud-based software that integrates retailers with suppliers to expand their e-commerce-based drop-shipping programs primarily in the U.S. and Canada. The company is controlled by affiliates of private equity firms GTCR LLC, Sycamore Partners and Insight Partners. Moody's projects revenue of approximately $320 million in 2023. CORA HEALTH: Goldman Sachs Marks $22.5MM Loan at 16% Off -------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $22,576,000 loan extended to CORA Health Holdings Corp to market at $18,964,000 or 84% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC, Inc is a participant in a First Lien Senior Secured Debt to CORA Health Holdings Corp. The loan accrues interest at a rate of 11.32% (S + 5.75%) per annum. The loan matures on June 15, 2027. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. CORA Health Holdings Corp., doing business as CORA Physical Therapy, is an operator of outpatient physical and occupational therapy clinics. In May 2021, H.I.G. Capital, a global alternative investment firm with $44 billion of equity capital under management, announced that one of its affiliates has signed a definitive agreement to acquire CORA. CORA HEALTH: Goldman Sachs Marks $378,000 Loan at 16% Off --------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $378,000 loan extended to CORA Health Holdings Corp to market at $317,000 or 84% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC is a participant in a First Lien Senior Secured Debt to CORA Health Holdings Corp. The loan accrues interest at a rate of 11.32% (S + 5.75%) per annum. The loan matures on June 15, 2027. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. CORA Health Holdings Corp., doing business as CORA Physical Therapy, is an operator of outpatient physical and occupational therapy clinics. In May 2021, H.I.G. Capital, a global alternative investment firm with $44 billion of equity capital under management, announced that one of its affiliates has signed a definitive agreement to acquire CORA. CRAWFISH WORLD: Case Summary & Seven Unsecured Creditors -------------------------------------------------------- Debtor: Crawfish World LLC DBA Urban Crawfish Station 4821 Spring Mountain Rd Ste C Las Vegas, NV 89102 Business Description: The Debtor owns and operates a seafood restaurant in Las Vegas. Chapter 11 Petition Date: November 23, 2023 Court: United States Bankruptcy Court District of Nevada Case No.: 23-15181 Debtor's Counsel: Seth D Ballstaedt, Esq. FAIR FEE LEGAL SERVICES 8751 W Charleston Blvd #230 Las Vegas, NV 89117 Tel: (702) 715-0000 Fax: (702) 666-8215 Email: help@bkvegas.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Minh Ngo as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TZKOZWQ/CRAWFISH_WORLD_LLC__nvbke-23-15181__0001.0.pdf?mcid=tGE4TAMA CREATING SCHOLARS: Jan. 19 Plan Confirmation Hearing ---------------------------------------------------- Judge Frank J Santoro has entered an order that the hearing on confirmation of the plan of Creating Scholars Through Therapy Corporation will be on Jan. 19, 2023 at 9:30 AM. Jan. 12, 2024, is fixed as the last day for filing written acceptances or rejections of the plan. Jan. 12, 2024 is fixed as the last day for filing and serving written objections to the confirmation of the plan. About Creating Scholars Through Therapy Corporation Creating Scholars Through Therapy Corporation is a community based behavioral health provider dedicated to reshaping individuals' mental state through mental health services in the form of individual, group, family, and outpatient counseling. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-50562) on Aug. 10, 2023, with up to $500,000 in assets and up to $10 million in liabilities. Nabila S. White, president and chief executive officer, signed the petition. Paul Driscoll, Esq., at Zemanian Law Group, is the Debtor's bankruptcy counsel. CRYPTO CO: Incurs $359K Net Loss in Third Quarter ------------------------------------------------- The Crypto Company filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $358,845 on $124,195 of services revenue for the three months ended Sept. 30, 2023, compared to a net loss of $415,737 on $252,733 of services revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $3.92 million on $379,107 of services revenue, compared to a net loss of $4.83 million on $515,767 of services revenue for the same period a year ago. As of Sept. 30, 2023, the Company had $1.31 million in total assets, $5.21 million in total liabilities, and a total stockholders' deficit of $3.90 million. Crypto Co. said, "The Company has incurred significant losses and experienced negative cash flows since inception. As of September 30, 2023, the Company had cash of $20,435. In addition, the Company's net loss was $3,922,996 for the nine months ended September 30, 2023 and the Company's had a working capital deficit of $5,048,726. As of September 30, 2023, the accumulated deficit amounted to $43,454,431. As a result of the Company's history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern. "The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is evaluating different strategies to obtain financing to fund the Company's expenses and achieve a level of revenue adequate to support the Company's current cost structure. Financing strategies may include, but are not limited to, private placements of capital stock, debt borrowings, partnerships and/or collaborations. There can be no assurance that any of these future-funding efforts will be successful." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1688126/000149315223041975/form10-q.htm About Crypto Company Malibu, Calif.-based The Crypto Company -- www.thecryptocompany.com -- is engaged in the business of providing consulting services and education for distributed ledger technologies, for the building of technological infrastructure, and enterprise blockchain technology solutions. Crypto Company reported a net loss of $5.66 million in 2022, a net loss of $785,630 in 2021, and a net loss of $2.82 million in 2020. As of March 31, 2023, the Company had $1.38 million in total assets, $5.02 million in total liabilities, and a total stockholders' deficit of $3.64 million. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 14, 2023, citing that the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. CUSTOM ALLOY: Jan. 15 Deadline to Reply to Plan Objections ---------------------------------------------------------- Judge Christine M. Gravelle has entered an order that the deadline for Custom Alloy Corporation, et al., to file a reply to any objection to final approval of the Disclosure Statement and confirmation of the Plan is extended from January 9, 2024 to January 15, 2024. All other terms and provisions of the Solicitation Order will remain in full force and effect. Counsel for the Debtors: Jonathan I. Rabinowitz, Esq. Henry Karwowski, Esq. John J. Harmon, Esq. Jay L. Lubetkin, Esq. RABINOWITZ, LUBETKIN & TULLY, L.L.C. 293 Eisenhower Parkway, Suite 100 Livingston, NJ 07039 Tel: (973) 597-9100 x109 Fax: (973) 597-9119 E-mail: jrabinowitz@rltlawfirm.com hkarwowski@rltlawfirm.com jharmon@rltlawfirm.com jlubetkin@rltlawfirm.com Counsel for the Official Committee of Unsecured Creditors: Martha B. Chovanes, Esq. Joseph J. DiPasquale, Esq. Michael R. Herz, Esq. FOX ROTHSCHILD LLP 49 Market St. Morristown, NJ 07960 Tel: (973) 992-4800 Fax: (973) 992-9125 E-mail: mchovanes@foxrothschild.com jdipasquale@foxrothschild.com mherz@foxrothschild.com About Custom Alloy Corporation Custom Alloy Corporation is a manufacturer of specialty metals for seamless and welded pipe fittings & forgings, predominantly for customers requiring time-critical maintenance or repair. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-18143) on Oct. 13, 2022. In the petition signed by Adam M. Ambielli, its CEO and president, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Michael B. Kaplan oversees the case. Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC, is the Debtor's counsel. An official committee of unsecured creditors has retained Fox Rothschild LLP as counsel. CYPRESS CHRISTIAN SCHOOL: S&P Rates 2024 Revenue Bonds 'BB+' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' long-term rating to Arlington Higher Education Finance Corp., Texas' series 2024 education revenue bonds, issued for Cypress Christian School (CCS). The outlook is stable. Bond proceeds will finance the construction of the school's Bridgeland campus, finance a debt service reserve fund, and refinance the principal amount of CCS' $9.1 million bank loans outstanding with Woodforest Bank related to land and capital purchases for its Bridgeland campus. "The 'BB+' rating reflects our view of CCS' solid market position, long-standing operating history and history of moderate operating surpluses, and deep and sophisticated organizational structure," said S&P Global Ratings credit analyst David Holmes. The stable outlook reflects S&P's opinion the school will maintain enrollment trends throughout its campus relocation project so that the new facility opens on time and on budget, continue to post positive full-accrual operations, and maintain financial resource ratios. DECA DENTAL: Goldman Sachs Marks $1.7MM Loan at 37% Off ------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $1,711,000 loan extended to DECA Dental Holdings LLC to market at $1,072,000 or 63% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC is a participant in a First Lien Senior Secured Debt to DECA Dental Holdings LLC. The loan accrues interest at a rate of 11.24% (S + 5.75%) per annum. The loan matures on August 26, 2027. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. DECA Dental Group is a Dallas-based, clinician founded and clinician led, dental service organization. DILIGENT CORPORATION: Goldman Sachs Marks $3.1MM Loan at 59% Off ---------------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $3,100,000 loan extended to Diligent Corporation. to market at $1,263,000 or 41% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC, Inc is a participant in a First Lien Senior Secured Debt to Diligent Corporation. The loan accrues interest at a rate of 11.77% (S + 6.25%) per annum. The loan matures on August 4, 2025. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Diligent Corporation provides software solutions. The Company develops and commercializes online software application which allows board members, management, and administrative staff to produce, deliver, review, and vote on board materials. Diligent serves customers worldwide. DIOCESE OF ROCKVILLE: Creditors Ask Court to Pause Chapter 11 ------------------------------------------------------------- The unsecured creditors' committee in the Chapter 11 case of the Roman Catholic Diocese of Rockville Centre is asking a New York bankruptcy judge to pause the bankruptcy proceedings and allow a handful of sex abuse claims to go forward in state court litigation to uncover the full extent of the diocese's financial exposure. The Official Committee of Unsecured Creditors filed a motion for an order permitting the Committee to select four to six claimants to be identified as state court plaintiffs (the "CVA Test Plaintiffs") to pursue their respective cases filed under the New York Child Victim's Act ("CVA") pending against the Diocese and/or any related parties in state court (the "Test Cases"). The Committee further moves the Court to temporarily suspend the Bankruptcy Case to limit the costs and administrative burden on the Diocese while the Test Cases proceed and, hopefully, lead to productive negotiation for a consensual resolution. On Oct. 19, 2023, the Debtor filed a letter in which it purported to describe its "best and final" proposal (the "Diocese Proposal") to resolve this Bankruptcy Case. The Diocese asserts that the Diocese, the parishes and other non-debtor affiliates (the "Diocesan Enterprise") seeking releases have "dug as deep as possible," pointing to the Diocese's monthly operating reports and filed financial information. The Diocesan Enterprise also suggests that it is offering more than the "market rate" for rape, oral sex, and other forms of child sexual abuse. The Diocese's reference to what has been paid in other Diocesan cases is of no moment in evaluating the Diocese's exposure in this Bankruptcy Case. The Committee and its professionals have the benefit of non-public financial information and strongly disagree with any assertion that the Diocesan Enterprise has dug deeply. The Diocesan Enterprise's protestations of lack of funds ignore the myriad of potential resources available to the Diocesan Enterprise. For example, the eight New York bishops, including Bishop Barres, are the sole members of the Mother Cabrini Health Foundation that, according to its audited financial statements for 2021, had over $4 billion dollars in assets. A central purpose of the Cabrini Foundation is to make grants "to improve the health and wellbeing of vulnerable New Yorkers." The sexual abuse survivors indisputably constitute "vulnerable New Yorkers." "Given, the Diocesan Enterprise continues to refuse to make a reasonable financial contribution based on its full financial picture to resolve this Bankruptcy Case, the Test Cases will demonstrate to the Parties the Diocesan Enterprise's true exposure and should assist the parties in reaching a consensual plan. Judge Steinman recently acknowledged as much when he told the parties in the released cases that he wants to start trial on four cases where "notice evidence" is not disputed -- it would be a waste of time and resources to pick Test Cases where the parties would need to conduct significant discovery in order to determine whether "notice evidence" exists, and risk any of the Test Cases being dismissed on summary judgment," the Creditors Committee said. "Additionally, the Debtor has not settled with any of the Insurers8 (all of whom vehemently contest coverage under reservations of rights) while the Diocese has made declarations of the magnitude of insurance that will be available to survivors. In so doing, the Diocese speculates about the value of the claims without being informed by actual, current verdicts set by Nassau County jurors. The insurers and Committee disagree with the Diocese's evaluations but are equally uninformed by actual jury verdicts. Therefore, the Test Cases will inform the Parties and the Insurers of the insurers' realistic exposure, which in turn, will facilitate negotiations because the parties and the insurers will have a realistic assessment of actual values set by Nassau County jurors." About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York, is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. To deal with sexual abuse claims, the Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as $500 million in both assets and liabilities. Judge Martin Glenn oversees the case. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Diocese's Chapter 11 case. The committee tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou Faltischek, PC as its bankruptcy counsel and special real estate counsel, respectively. Robert E. Gerber, the legal representative for future claimants of the Diocese, is represented by the law firm of Joseph Hage Aaronson, LLC. DIVERSIFIED PANELS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Diversified Panels Systems, Inc. DBA Diversified Panel 2345 Statham Blvd., Units 1 and 2 Oxnard, CA 93033 Business Description: Diversified Panels manufacturers expanded polystyrene (EPS) insulated metal panels, focusing specifically on cold storage and agricultural facilities. Chapter 11 Petition Date: November 22, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-11112 Judge: Hon. Ronald A. Clifford III Debtor's Counsel: William E. Winfield, Esq. NELSON COMIS KETTLE & KINNEY LLP 5811 Olivas Park Dr. Suite 202 Ventura, CA 93003 Tel: 805-604-4106 Fax: 805-604-4150 Email: wwinfield@calattys.com Total Assets: $12,533,166 Total Liabilities: $26,114,847 The petition was signed by Richard Charles Bell as CEO, CFO & secretary. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/J72AXNA/Diversified_Panels_Systems_Inc__cacbke-23-11112__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Bedrock Logistics Freight $12,950 P.O. Box 679242 Dallas, TX 75267-9242 Tel: (214) 660-5270 Fax: (214) 347-8219 2. BlankRome Legal Services $5,020 2029 Century Park East, 6th Floor Los Angeles, CA 90067-2901 Tel: (424) 239-3400 3. Chase Cardmember Service Mileage Plus $85,510 P.O. Box 6294 United Credit Carol Stream, IL Card 60197-6294 Tel: (888) 287-9219 4. Cole Schotz P.C. Legal Services $123,449 1325 Avenue of the Americas 19th Floor New York, NY 10019 Tel: (212) 752-8393 Fax: (212) 752-8000 Email: info@coleschotz.com 5. Dupont - JPMorgan Chase Vendor $206,007 Attn: DDP Specialty Electronic Mat US 5, LLC - Box 734076 131 S Dearborn, 6th Floor Yajaira Moreno Phone: (855) 267-3516 Email: yajaira.moreno@dupont.com 6. Faegre Drinker Legal Services $4,305 Biddle & Reath LLP NW 6139 P.O. Box 1450 Minneapolis, MN 55485-6139 Phone: (317) 237-0300 Email: judith.praitis@faegredrinker.com 7. Fora Financial West, LLC $930,000 1385 Broadway, 15th Flr. New York, NY 10018 Tel: (800) 976-0968 (877) 861-2213 & (212) 947-0100 Email: swdevelopers@forafinancial.com 8. JPMorgan Chase $517,323 Bank, N.A. P.O. Box 6026 Chicago, IL 60680-6026 Tel: (800) 242-7338 9. North American Metal Traders Vendor $6,963,879 27292 Calle Arroyo, Suite A San Juan Capistrano, CA 92675 Tel: (949) 633-3030 10. On the Record $65,729 18726 S. Western Ave. Gardena, CA 90248 Phone: (310) 342-7170 Email: charles@ontherecord.com 11. Optima Steel International Vendor $138,615 950 North Congress Ave., Ste. J220 Boynton Beach, FL 33426 Tel: (925) 338-2300 Email: jpolcyn@optimasteel.net 12. Pacific Western $256,857 Bank CSLM 75 Remittance Drive Dept. 6673 Chicago, IL 60675-667 Email: pwbreply@pacwest.com Phone: (301) 634-8900 13. Plan B Management, Inc. $10,075,001 717 N. Cahuenga Blvd. Los Angeles, CA 90038 Tel: (888) 590-1683 (424) 217-5980 Email: jspillane@spillaneplc.com 14. Quinn Emanuel Urquhart & Legal Services $6,500,000 Sullivan, LLP 865 S. Figueroa St. Los Angeles, CA 90017 Diane Cafferata Tel: (213) 443-3100 Fax: (213) 443-3666 Email: dianecafferata@quinnemanuel.com 15. Royal Logistics & Freight $54,650 Transportation PO Box 140514 Grand Rapids, MI 49504 Tel: (616) 531-7616 16. Total Quality Freight $128,600 Logistics, LLC PO BOX 634558 Cincinnati, OH 45263-4558 Tel: (800) 580-3101 17. United Safe Freight $25,150 Logistics, LLC 6336 N. Oracle Rd. STE 326/ PMB.363 Tucson, AZ 85704 Tel: (800) 701-9249 18. Veritiv Operating Company $6,046 PO Box 57006 Los Angeles, CA 90074-7006 Tel: (844) 837-4848 19. VTA Consulting Engineers $7,880 1755 East Huntington Drive Suite 202 Duarte, CA 91010 Tel: (626) 605-5013 Fax: (626) 357-5323 Email: abh.shek@vtaengineering.com 20. Waterstone Environmental, Inc. $4,222 2936 East Coronado Street Anaheim, CA 92806 Tel: (714) 414-1166 Fax: (714) 414-1122 Email: varcher@waterstone-env.com DOUBLE EAGLE: S&P Downgrades ICR to 'B-', Alters Outlook to Stable ------------------------------------------------------------------ S&P Global Ratings lowered all ratings on Double Eagle Buyer Inc. (doing business as Restaurant Technologies), including its issuer credit rating on Restaurant Technologies to 'B-' from 'B'. The stable outlook reflects S&P's expectation for low-single-digit percent revenue growth and modest margin improvement. S&P said, "An aggressive financial policy and weaker-than-expected earnings keep leverage elevated. We previously expected improved earnings to lower leverage to the 5x area, but a term loan upsize last year and a substantial softening in UCO prices in the first half of the year contributed to leverage remaining above 7x. We forecast leverage will remain elevated above our ratings threshold of 6.5x in the next two years as the company prioritizes its capital-intensive expansion strategy, which will limit any deleveraging. The sponsor ownership further constrains our view of financial policy given their tendency to distribute excess cash to shareholders. "High capital expenditure (capex) and higher interest expense have depressed cash flow. We expect to see negative free operating cash flow (FOCF) in the next two years as the company spends on installations, equipment, and higher truck maintenance. As the company won new contracts, capex ticked upwards, and we forecast it will spike to $85-$90 million in 2023. This spending is accretive to earnings and has about a 1.5-year payback, but volatile UCO prices and cost inflation have limited this benefit. Still, we believe the company has some flexibility to pare back spending under less-favorable operating conditions. "Increases in business volume and contract wins support revenue growth despite UCO volatility. We believe unit growth and price increases will drive revenue increases of low-single-digit percent in 2023 and low-teens percent in 2024. The company won major contracts in the last year, which we expect to contribute to operating performance in the next twelve months. A risk to our forecast is volatility in UCO prices that could weigh on earnings and cashflow. "The stable outlook reflects our expectation for revenue increases and modest margin expansion over the next 12 months from contract wins and price increases." EAGLE HEMP: 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 Eagle Hemp, LLC, according to court dockets. About Eagle Hemp Eagle Hemp, LLC, a company in Lakeland, Fla., filed Chapter 11 petition (Bankr. M.D. Fla. Case No. 23-04137) on Sept. 20, 2023, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Roberta A. Colton oversees the case. Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Postler, P.A. is the Debtor's legal counsel. ENVISTACOM LLC: Court Approves Disclosures and Confirms Plan ------------------------------------------------------------ Judge Jeffery W. Cavender has entered an order approving the Disclosure Statement of Envistacom, LLC on a final basis. The solicitation of votes on the Plan complied with the Conditional Approval and Procedures Order, was appropriate and satisfactory based upon the circumstances of the Chapter 11 Case, was done in good faith based on adequate information, and was in compliance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, and applicable non-bankruptcy law. The Plan is approved in its entirety and confirmed under Section 1129. All objections, responses to, statements, comments, and reservations of rights pertaining to the adequacy of the Disclosure Statement or Confirmation of the Plan that have not been withdrawn, waived, resolved, or settled are overruled on the merits and all withdrawn objections are deemed withdrawn with prejudice. In accordance with the Plan and terms of the Liquidating Trust Agreement, the appointment of Katie S. Goodman as Liquidating Trustee is approved. The Court shall have sole jurisdiction over claims and causes of action against the Liquidating Trustee (solely in her capacity as the Liquidating Trustee) arising out of the performance of the Liquidating Trustee's duties, and the Liquidating Trustee (in such capacity) may not be sued, or have claims asserted against her, in any other forum without leave of the Court. The Liquidating Trustee and any professionals retained by the Liquidating Trustee may be compensated by the Liquidating Trust in connection with any services provided to or on account of the Liquidating Trust from and after the Effective Date, subject to and in accordance with the terms of the Plan and the Liquidating Trust Agreement. On May 9, 2023, the Debtor filed the Motion of Envistacom, L.L.C., for Entry of an Order Converting the Involuntary Case to Chapter 11 Pursuant to 11 U.S.C. Secs. 706(a) (the "Motion to Convert"). On May 10, 2023, the Court entered the Order for Relief on Involuntary Petition and Order Converting Involuntary Case to Chapter 11 Pursuant to 11 U.S.C. Sec. 706(a). On May 11, 2023, the Debtor filed its voluntary petition for relief under chapter 11 of the Bankruptcy Code and a Notice of Designation as Complex Chapter 11 Bankruptcy Case. The Debtor has continued to operate its business and manage its assets and affairs as a debtor-in- possession pursuant to Bankruptcy Code sections 1107 and 1108. On May 30, 2023, the Office of the United States Trustee for Region 21 (the "U.S. Trustee") appointed an Official Committee of Unsecured Creditors in the Chapter 11 Case pursuant to Section 1102(a). No trustee or examiner has been appointed pursuant to Section 1104. Only Holders of Claims in Classes 3 and 4 were eligible to vote on the Plan (together, the "Voting Classes"). The Ballots used to solicit votes to accept or reject the Plan from Holders in the Voting Classes adequately addressed the particular needs of the Chapter 11 Cases and were appropriate for Holders in the Voting Classes to vote to accept or reject the Plan. Holders of Claims or Interests in Classes 1, 2, and 5 were either (a) Unimpaired and not entitled to vote to accept or reject the Plan or (b) Impaired under the Plan and deemed to reject the Plan (collectively, the "Non-Voting Classes"). Thus, Holders of Claims or Interests in the Non-Voting Classes were conclusively presumed to have accepted, or deemed to have rejected, the Plan as applicable, and were not entitled to vote on the Plan pursuant to Sections 1126(f)-(g). On October 17, 2023, the Debtor filed the Voting Declaration, certifying the method and results of Ballot tabulation for each of the Classes entitled to vote to accept or reject the Plan. As evidenced by the Voting Declaration, votes to accept or reject the Plan have been solicited by the Debtor and tabulated fairly, in good faith, in compliance with the Conditional Approval and Procedures Order, and in a manner consistent with the Bankruptcy Code, the Bankruptcy Rules, and applicable non-bankruptcy law. Class 3 (Northern Trust Secured Claim) voted to accept the Plan and Class 4 (General Unsecured Claims) voted to reject the Plan, in accordance with the requirements of Bankruptcy Code sections 1124, 1126, and 1129. Article V of the Plan specifies that Class 1 (Priority Non-Tax Claims) and Class 2 (Other Secured Claims) are Unimpaired under the Plan within the meaning of Bankruptcy Code section 1124, thereby satisfying Bankruptcy Code section 1123(a)(2). Additionally, Article IV of the Plan specifies that Administrative Expense Claims, Priority Tax Claims, and Professional Fee Claims will be paid in accordance with the terms of the Plan, although these Claims are not separately classified under the Plan. Article V of the Plan designates Class 3 (Northern Trust Secured Claim), Class 4 (General Unsecured Claims), and Class 5 (Existing Interests) as Impaired within the meaning of Bankruptcy Code section 1124 and specifies the treatment of the Claims and Interests in those Classes, thereby satisfying Bankruptcy Code section 1123(a)(3). Holders of Claims in Class 1 (Priority Non-Tax Claims) and Class 2 (Other Secured Claims) are Unimpaired within the meaning of Section 1124 and are conclusively presumed to have accepted the Plan under Section 1126(f). As set forth in the Voting Declaration, Holders of Claims in Class 3 (Northern Trust Secured Claim) are Impaired and voted to accept the Plan. Holders of Claims in Class 4 (General Unsecured Claims) are Impaired and voted to reject the Plan and Class 5 (Existing Interests) is Impaired and deemed to have rejected the Plan. Notwithstanding the foregoing, the Plan is confirmable because it satisfies Sections 1129(a)(10) and 1129(b). As evidenced by the Voting Declaration, Class 3 (Northern Trust Secured Claim), which is one of two Impaired Classes under the Plan, affirmatively voted to accept the Plan by the requisite number and amount of Claims, without including the acceptance of the Plan by any insider (as that term is defined in Bankruptcy Code section 101(31)). Therefore, the Plan satisfies Bankruptcy Code section 1129(a)(10). The Plan satisfies the requirements of Section 1129(b). Holders of Claims in Class 1 (Priority Non-Tax Claims) and Class 2 (Other Secured Claims) are deemed to have accepted the Plan and are not entitled to vote on the Plan. Holders of Claims in Class 3 (Northern Trust Secured Claim) voted to accept the Plan. Holders of Claims in Class 4 (General Unsecured Claims) voted to reject the Plan and Holders of Interests in Class 5 (Existing Interests) are deemed to have rejected the Plan and not entitled to vote on the Plan (together, the "Rejecting Class"). Nevertheless, the Plan does not discriminate unfairly and is fair and equitable with respect to the Rejecting Classes, as required by Sections 1129(b)(1)-(2), because (i) no Holder of any Claim or Interest that is junior to the Rejecting Classes will receive or retain any property under the Plan on account of such junior Claim or Interest and (ii) no Holder of a Claim in a Class senior to the Rejecting Classes is receiving more than 100% recovery on account of its Claim. Accordingly, the Plan does not discriminate unfairly among the different classes of creditors and interest holders, satisfies the fair and equitable standard of the Bankruptcy Code, and may be confirmed notwithstanding the rejection of the Plan by the Rejecting Classes. Plan of Liquidation Envistacom submitted a Second Modified First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation, dated November 9, 2023. The Amended Plan constitutes a liquidating chapter 11 plan for the Debtor. Except as otherwise provided by Order of the Court, Distributions will occur on the Effective Date or as soon thereafter as is practicable. The Amended Plan provides that, upon the Effective Date, the Liquidating Trust Assets will be transferred to the Liquidating Trust and the Debtor will be dissolved under applicable law as soon as practicable. The Liquidating Trust Assets will be administered and distributed as soon as practicable pursuant to the terms of the Amended Plan and the Liquidating Trust Agreement. Faced with continued liquidity pressures, Envistacom engaged restructuring advisors in mid-December 2022, including McDermott Will & Emery LLP as its legal counsel and Huron Consulting Services LLC as its financial advisor, and continued with Robert W. Baird & Co. Incorporated as its investment banker. Immediately following their engagement, Envistacom and its restructuring advisors focused primarily on (a) lengthening Envistacom's liquidity runway and (b) engaging with prospective purchasers regarding potential sale transactions that could be implemented both in and out-of-court, including a Sec. 363 sale that could be implemented through chapter 11 of the Bankruptcy Code. Obtaining additional liquidity through debtor-in-possession financing and implementing a sale transaction would allow Envistacom to ensure completion of its ongoing missions with the DoD while maintaining its key personnel and assuaging its existing vendor base. Under the Plan, Class 4 General Unsecured Claims total $30,500,000 and will recover 14.45% to 34.47% of their claims. This estimated recovery for Holders of General Unsecured Claims depends on a variety of factors, including, among others, (a) the successful prosecution and liquidation by the Debtor or the Liquidating Trust, as applicable, of the Government Claim (which would increase Distributions to Holders of General Unsecured Claims); and (b) the filing of an Allowed Claim by the U.S. government against the Debtor (which would reduce Distributions to Holders of General Unsecured Claims). Each Holder of an Allowed General Unsecured Claim will receive, on account of and in exchange for such Allowed General Unsecured Claim, its Pro Rata share of the Liquidating Trust Interests, or such other less favorable treatment as to which the Debtor or Liquidating Trust, as applicable, and the Holder of such Allowed General Unsecured Claim will have agreed upon in writing. "Liquidating Trust Interests" means the uncertificated beneficial interests in the Liquidating Trust representing the right of Holders of Allowed General Unsecured Claims to receive Distributions from the Liquidating Trust in accordance with the Amended Plan and the Liquidating Trust Agreement. The Debtor's Cash on hand and the Liquidating Trust Assets shall be used to fund the distributions to Holders of Allowed Claims against the Debtor in accordance with the treatment of such Claims provided pursuant to the Amended Plan and subject to the terms provided herein. "Liquidating Trust Assets" means, collectively, (a) the Debtor's Cash on the Effective Date; (b) the Debtor's accounts receivable existing as of the Effective Date; (c) the Liquidating Trust Claims; (d) the Government Claim; (e) the ATG Payment; (f) the Carsons Cash Payment; (g) the Carsons Backstop Payment (if any); and (h) all other remaining assets of the Debtor existing as of the Effective Date; provided, however, that, except as otherwise provided herein, the Liquidating Trust Assets shall not include Cash required to fund the Administrative Expense Claims Reserve and the Professional Fee Reserve. Counsel for the Debtor: Daniel M. Simon, Esq. MCDERMOTT WILL & EMERY LLP 1180 Peachtree St. NE, Suite 3350 Atlanta, GA 30309 Tel: (404) 260-8535 Fax: (404) 393-5260 Email: dsimon@mwe.com - and - Emily C. Keil, Esq. 444 West Lake Street, Suite 4000 Chicago, IL 60606 Tel: (312) 372-2000 Fax: (312) 984-7700 Email: ekeil@mwe.com A copy of the Order dated November 15, 2023, is available at https://tinyurl.ph/nHHfT from PacerMonitor.com. About Envistacom A group of creditors including MAG DS Corp., Amentum Services Inc., SteelGate LLC, Momentum Decisive Solutions USA Inc., and L3 Technologies, Inc. filed a Chapter 7 petition against Envistacom, LLC on March 21, 2023. The petitioning creditors are represented by Matthew Levin, Esq. On May 10, 2023, the Chapter 7 case was converted to one under Chapter 11 (Bankr. N.D. Ga. Case No. 23-52696). Judge Jeffery W. Cavender oversees the case. McDermott Will & Emery, LLP serves as the Debtor's legal counsel. The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Scroggins & Williamson, P.C. as legal counsel and Katie S. Goodman, managing partner at GGG Partners, LLC, as chief liquidation officer. ESO SOLUTIONS: Goldman Sachs Marks $3.6MM Loan at 41% Off --------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $3,620,000 loan extended ESO Solutions, Inc to market at $2,118,000 or 59% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC is a participant in a First Lien Senior Secured Debt to ESO Solutions, Inc. The loan accrues interest at a rate of 12.33% (S + 7.00%) per annum. The loan matures on May 3, 2027. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. ESO Solutions, Inc. develops electronic patient care software. The Company provides reporting, management, clinical, and operational functions, as well as software products. ESO sells the products to public and private emergency medical services and fire organizations in the United States. ESO SOLUTIONS: Goldman Sachs Marks $3.6MM Loan at 41% Off --------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $3,620,000 loan extended ESO Solutions, Inc to market at $2,118,000 or 59% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC is a participant in a First Lien Senior Secured Debt to ESO Solutions, Inc. The loan accrues interest at a rate of 12.33% (S + 7.00%) per annum. The loan matures on May 3, 2027. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. ESO Solutions, Inc. develops electronic patient care software. The Company provides reporting, management, clinical, and operational functions, as well as software products. ESO sells the products to public and private emergency medical services and fire organizations in the United States. ETHEMA HEALTH: Posts $2.1 Million Net Income in Third Quarter ------------------------------------------------------------- Ethema Health Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $2.11 million on $1.35 million of revenues for the three months ended Sept. 30, 2023, compared to net income of $512,082 on $1.42 million of revenues for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported net income of $1.70 million on $4.22 million of revenues compared to net income of $167,483 on $3.59 million of revenues for the same period during the prior year. As of Sept. 30, 2023, the Company had $12.01 million in total assets, $17.51 million in total liabilities, and a total stockholders' deficit of $5.51 million. Ethema stated, "At September 30, 2023 the Company has a working capital deficiency of $6.9 million, and total liabilities in excess of assets in the amount of $5.5 million. Management believes that current available resources will not be sufficient to fund the Company's planned expenditures over the next 12 months. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about the Company's ability to continue as a going concern for one year from the date of issuance of these condensed interim consolidated financial statements. "The Company will be dependent upon the raising of additional capital through placement of common shares, and/or debt financing in order to implement its business plan and generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company may be required to relinquish its rights to certain geographical areas, or techniques that it might otherwise seek to retain. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company's financial condition." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/792935/000190359623000912/grst_10q.htm About Ethema Health Headquartered in West Palm Beach, Florida, Ethema Health Corporation -- http://www.ethemahealth.com-- operates in the behavioral healthcare space specifically in the treatment of substance use disorders. Boca Raton, Florida-based Daszkal Bolton LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has accumulated deficit of approximately $43.5 million and negative working capital of approximately $12.7 million at Dec. 31, 2022, which raises substantial doubt about its ability to continue as a going concern. EVOKE PHARMA: Receives Delisting Notice From Nasdaq --------------------------------------------------- Evoke Pharma, Inc. disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission that on Nov. 21, 2023, the Company received notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC that, due to the Company's non-compliance with the Minimum Stockholders' Equity Requirement, the Company was subject to delisting unless it timely requests a hearing before the Nasdaq Hearings Panel. The Company plans to timely request a hearing before the Hearings Panel, which request will stay any further action by Nasdaq pending the conclusion of the hearing process. On May 24, 2023, Evoke Pharma received a written notice from Nasdaq indicating that it was not in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain stockholders' equity of at least $2.5 million. Nasdaq subsequently granted the Company an extension until Nov. 20, 2023 to regain compliance. The Company said it is actively exploring options to regain compliance with Nasdaq listing requirements, including by raising additional capital; however, there can be no assurance that the Hearings Panel will grant the Company's request for continued listing or that the Company will be able to evidence compliance prior to the expiration of any extension that may be granted to the Company by the Hearings Panel. About Evoke Pharma Headquartered in Solana Beach, California, Evoke Pharma, Inc. -- http://www.evokepharma.com-- is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The Company is developing Gimoti, a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis. Evoke Pharma reported a net loss of $8.22 million for the year ended Dec. 31, 2022, compared to a net loss of $8.54 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $7.85 million in total assets, $8.73 million in total liabilities, and a total stockholders' deficit of $873,775. San Diego, California-based BDO USA, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 21, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. FC COMPASSUS: S&P Downgrades ICR to 'B-' on Weaker Profitability ---------------------------------------------------------------- S&P Global Ratings lowered its issuer and issue-level ratings on Brentwood, Tenn.-based hospice and home health services provider FC Compassus LLC’s (doing business as Compassus) to 'B-' from 'B'. The stable outlook reflects S&P's expectation for steady revenue and EBITDA growth and a return to at least minimal FOCF generation, excluding growth investments, over the coming year. Wage pressures and a higher interest rate environment have lowered S&P's expectations for Compassus' profitability and free cash flow. Even as the impact of the COVID-19 pandemic has subsided, Compassus' margins have underperformed our forecasts over the last year, as labor inflation of about 5% has significantly outpaced reimbursement trends (exacerbated by the 2% reimbursement headwind from Medicare sequestration as of April 1, 2023). This is compounded by a significant increase in interest expense due to higher benchmark rates, which is contributing to free cash flow deficits. This is only partially mitigated by the company's strong cash position, with about $125 million of cash on hand, which S&P expects will enable it to fund operations and growth initiatives. S&P said, "We expect gradual improvement in Compassus' financial performance from improving patient volumes and reimbursement rate increases in the next few quarters. Like many health care services companies, Compassus' margins have been pressured by higher wages and elevated turnover, albeit to a lesser degree than many peers. With about 67% of consolidated revenue generated by its hospice business, we expect the company to benefit from the 3.1% increase in the Centers for Medicare & Medicaid hospice reimbursement rates beginning in the fourth quarter of 2023, which will more than offset a 2% headwind from sequestration. This is partially offset by the 0.8% reimbursement increase to home health rates, even as that is substantially higher than the initially proposed cut to reimbursement. We expect Compassus' FOCF will remain at relatively low levels over the next two years as the company resumes business development initiatives. "Although we expect its gross margins to improve and some costs to subside over time, such as those related to recruiting and contract labor (travel nurses), we expect wage pressures will persist and investments in growth will absorb most of the company's cash flow over the coming years. We expect Compassus will pursue additional joint ventures with hospital systems over the next year. While any initial cash outflows are unknown, we believe the acquired assets will initially perform at levels weaker than Compassus and drag on the company's profitability and cash flow over the next two years until their performance is brought in line with the base business. "Our rating on Compassus continues to reflect the highly fragmented and competitive hospice and home health services industries, as well as its relationship with Ascension Health.The industry remains very competitive and fragmented, with only modest potential for differentiation and limited barriers to entry. We believe the company's preferred provider relationship with Ascension Health for its hospice services and home health services (through Ascension at Home) provides some differentiation and positions the company well to establish new relationships with additional health systems. "We also view Ascension Health and Ascension Capital's involvement in Compassus' board favorably because it allows the company to align its growth strategy with the needs of one of the nation's largest health systems. We believe the partial ownership of the company by Ascension contributed to a more conservative financial policy than other financial-sponsor-owned peers, leading the company to maintain a strong cash balance throughout the pandemic rather than engaging in acquisitions. "We also believe the cash balance and Ascension affiliation make Compassus an attractive partner for hospital systems looking to grow or improve the operating efficiency of their home-based care initiatives. The company's cash balance of about $125 million alleviates near-term liquidity and covenant concerns and supports the 'B-' rating. "The stable outlook reflects our expectation for steady revenue and EBITDA growth and minimal annual FOCF generation over the coming years after growth investments. "Governance factors are a moderately negative consideration in our credit rating analysis. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of its controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns." FIRST GUARANTY: Ex-Employees Agree to $1.75-Mil. WARN Deal ---------------------------------------------------------- First Guaranty Mortgage and a proposed class representing employees laid off in 2022 is asking a Delaware bankruptcy judge to approve a settlement of $1.75 million to close out the ex-staff's WARN Act claims in a Chapter 11 adversary proceeding against the home loan originator. Plaintiffs, Lori Buckley, Gayle Zech, Roberta Martinez, Jennifer Jackson, and James Davies, on behalf of themselves and the Class they represent, together with Tanya Meerovich of FTI Consulting, as liquidating trustee created pursuant to the Amended, Modified and Restated Combined Disclosure Statement and Chapter 11 Plan of First Guaranty Mortgage Corporation and Debtor Affiliate move the Court to approve their Settlement and Release Agreement. On June 30, 2022, Plaintiffs filed a class action adversary proceeding (the "WARN Action") against Defendants under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Secs. 2101-2109 (the "WARN Act") for recovery of damages of up to 60 days' pay and ERISA benefits for alleged violations of the WARN Act. In the WARN Action, Plaintiffs assert that they and the other similarly situated employees are "aggrieved employees" as defined by the WARN Act, who were affected by a mass layoff on or about June 24, 2022, ordered by the Defendants, as a "single employer" without the provision of 60 days advance written notice. Further, the Plaintiffs assert the Defendants failure to give the Class members at least 60 days' advance written notice of termination entitles Class Members to recover up to 60 days of wages and ERISA benefits from the Defendants. On Sept. 30, 2022, FGMC filed its Answer and Affirmative Defenses to the Complaint in which it denies violating the WARN Act and asserts various defenses and affirmative defenses to the WARN Action, including: (a) the "unforeseeable business circumstances" and "faltering company" statutory reductions to the WARN Act's sixty day notice requirement; (b) the "liquidating fiduciary" exception under the WARN Act and (c) the good faith "mitigation defense" based on FGMC's asserted belief that its actions complied with all provisions of the WARN Act and warrant reduction of any damages that may be assessed against it for a WARN Act violation. Plaintiffs assert that the priority-capped portion of Defendants' WARN Act liability of up to 60 days' damages and benefits exceeds $4 million. In exchange for a full release of claims arising under the WARN Act, the Settlement provides that the Liquidating Trustee shall pay $1,750,000 (the "Settlement Amount") to an administrator of Class Counsel's choice, who will in turn, distribute the Settlement Amount to the Class Members in accordance with the terms of the Settlement Agreement. From the perspective of the Liquidating Trustee, who, pursuant to the Plan was granted the authority to settle disputed claims against the Debtors, the Settlement Agreement is fair and reasonable. The Settlement was reached after a formal mediation, and months of arms' length negotiations post-mediation. Without the settlement, the Trust would be forced to incur fees and costs in litigation that would delay the wind-down of the Trust. Accordingly, the Court should approve the Settlement Agreement under Bankruptcy Rule 9019. About First Guaranty Mortgage First Guaranty Mortgage Corporation -- https://www.fgmc.com/ -- was a full service, non-bank mortgage lender, offering a full suite of residential mortgage options tailored to borrowers' different financial situations. It was one of the leading independent mortgage companies in the United States that originated residential mortgages through a national platform. Just before the bankruptcy filing, as a result of an extreme and unanticipated liquidity crisis and resultant inability to obtain additional capital, FGMC ceased all of its mortgage loan origination activity and separated nearly 80% of its workforce. FGMC and an affiliate commenced Chapter 11 Cases to evaluate their options, accommodate their customers, and maximize and preserve value for all stakeholders. First Guaranty Mortgage Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10584) on June 30, 2022. Affiliate Maverick II Holdings, LLC also sought bankruptcy protection (Bankr. D. Del. Case No. 22-10583). In the petition signed by Aaron Samples, chief executive officer, FGMC disclosed up to $1 billion in both assets and liabilities. Judge Craig T. Goldblatt oversees the cases. Dentons US LLP and Pachulski Stang Ziehl, and Jones LLP represent the Debtors as counsel. FTI Consulting, Inc. and Strategic Mortgage Finance Group, LLC, serve as chief restructuring officer (CRO) provider and investment banker, respectively. Kurtzman Carson Consultants, LLC, is the claims and notice agent. LVS II SPE XXXIV LLC, as Cash Flow DIP Lender, is represented by lawyers at Greenberg Traurig, LLP. The Cash Flow DIP Lender is an indirect subsidiary of a private investment managed by Pacific Investment Management Company LLC. B2 FIE IV LLC, an affiliate of the DIP Lender, owns 100% of the equity interests of FGMC. Barclays Bank PLC serves as DIP Repo Agent and DIP Repo Purchaser while Barclays Capital Inc. serves as DIP MSFTA Counterparty. They are represented by Hunton Andrews Kurth LLP and Potter Anderson & Corroon LLP. FLOOR STORE: Unsecureds' Recovery Hiked to 10.33% of Claims ----------------------------------------------------------- The Floor Store, LLC, submitted an Amended Plan of Reorganization for Small Business dated November 13, 2023. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $67,101 resulting in a 10.33% distribution to general unsecured claims. This Plan of Reorganization proposes to pay creditors of The Floor Store, LLC, from cash flow from operations. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 10.33% of unsecured claims. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of the secured claim filed by Forward Financing, LLC, in the amount of $273,098.65. This claim is secured by a judgement lien filed in the Circuit Court of Garland County, Arkansas, Case No. 26CV-22-973, which secures all real property owned by the debtor in Garland County, Arkansas. The debtor does not own any real property; as a result, the secured claim of Forward Financing, LLC, shall be paid the value of the equity in the collateral securing the claim in the amount of $0.00. The remaining portion of the claim, in the amount of $273,098.65 shall be allowed as a general unsecured claim, which shall be paid pursuant to Class 4. Class 4 consists of the allowed general unsecured non-priority claims, in the approximate amount of $649,275.82 and includes any amounts of secured claims that exceed the value of the collateral securing the claim. Debtor estimates that there will be a dividend pool accumulated over the next 5 years of the Plan in the amount of $67,100.55. Therefore, unsecured creditors will receive approximately 10.33% distribution on their claims. Debtor will disburse payment pro rata to unsecured creditors at the end of every year for the 5 years following confirmation of the plan. Upon confirmation, Debtor shall be charged with administration of the case. Carlton Rogers will continue to perform his current position as President of The Floor Store, LLC, and payments for the plan will be made from cash flow from this business. Debtor may maintain bank accounts under the confirmed Plan in the ordinary course of business. Debtor may also pay ordinary and necessary expenses of the administration of the Plan in due course. A full-text copy of the Amended Plan dated November 13, 2023 is available at https://urlcurt.com/u?l=Bh84hf from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Jennifer Wyse, Esq. Honey Law Firm, PA P.O. Box 1254 Hot Springs, AR 71902 Telephone: (501) 321-1007 Email: mhoney@honeylawfirm.com About The Floor Store The Floor Store, LLC, has been in the business of retail flooring and contracting. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ark. Case No. 23-70401) on March 28, 2023, with as much as $1 million in both assets and liabilities. Judge Bianca M. Rucker oversees the case. Jennifer Wyse, Esq., at Honey Law Firm, PA, serves as the Debtor's counsel. FORD CITY RX: Unsecureds Owed $800K to Get 10% Under Plan --------------------------------------------------------- Ford City RX, LLC, submitted a Plan of Reorganization for Small business under Chapter 11. The final Plan payment is expected to be paid on 9/1/2028. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 10 cents on the dollar. Under the Plan, Class 3 General Unsecured Claims consist of any prepetition unsecured claims and misclassified unsecured claims concerning Debtor's business which are timely filed and subsequently allowed by the Court. They include claims of every kind and nature including claims arising from the rejection of executory contracts, unexpired lease claims, deficiencies on secured claims, contract damages claims or open account claims and damages arising from or related to any liquidated, contingent or disputed claim. It also includes any debt which is filed as a secured claim but, which is allowed as an unsecured claim by the Bankruptcy Court. The Debtor anticipates that this sum will be approximately $800,146.68. Debtor proposes to pay 10% of the allowed Class 3 claims. Each holder of a Class 3 Allowed Claim will receive a cash payment for 5 consecutive years commencing with 2024, equal to a pro rata share based on the following schedule: (1) $16,000 for 2024, to be paid on or before December 1, 2024, (2) $18,000 for 2025, to be paid on or before December 1, 2025, (3) $19,500 for 2026, to be paid on or before December 1, 2026, (4) $19,900 for 2027, to be paid on or before December 1, 2027, and (5) $20,500 for 2028, to be paid on or before December 1, 2028. No interest accrued after the date of filing of the Petition shall be allowed on any unsecured claim, and interest unmatured as of that date shall be disallowed, as provided for in 11 U.S.C. Sec. 502(b)(2). This payment shall be made direct by the Debtor. Pursuant to 11 U.S.C. Sec. 1191, the value of the property as of the effective date of the plan to be distributed under the plan on account of each unsecured claim as described above exceeds the amount that would be paid on such claim in a liquidation under Chapter 7. In the event of a default in payments, any allowed Claimant, Trustee, or the Bankruptcy Administrator may file a motion with this Court and request that the case be converted to a case under Chapter 7 of the U.S. Bankruptcy Code or request that the case be dismissed. Class 3 is impaired The Debtor will fund its plan from its daily operations and the revenues derived therefrom. A copy of the Plan of Reorganization dated November 15, 2023, is available at https://tinyurl.ph/FtufU from PacerMonitor.com. About Ford City RX Ford City RX, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-80761) on April 24, 2023. In the petition signed by Michael Keith Sigmon, managing member, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Judge Clifton R. Jessup, Jr., oversees the case. C. Taylor Crockett, Esq., at C. Taylor Crockett, P.C., is the Debtor's legal counsel. FTX TRADING: BlockFi Wants Liens Recognized in Asset Sale --------------------------------------------------------- Rick Archer of Law360 reports that cryptocurrency lender BlockFi Friday asked a Delaware bankruptcy judge to make sure the liens it's asserting on $744 million in crypto held in Grayscale Investments trust funds are protected as crypto exchange FTX seeks to convert the assets to cash. 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. FULLSTEAM OPERATIONS: Goldman Sachs Marks $3.3MM Loan at 68% Off ---------------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $3,380,000 loan extended to Fullsteam Operations LLC to market at $1,094,000 or 32% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC is a participant in a First Lien Senior Secured Debt to Fullsteam Operations LLC. The loan accrues interest at a rate of 13.15% (S + 7.50% PIK) per annum. The loan matures on October 4, 2027. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Fullsteam Operations LLC is a software and payments company. The Company develops and creates payment technology, vertical software, industry-specific features, and end-to-end business management systems. Fullsteam Operations serves customers in the United States and Canada. FULLSTEAM OPERATIONS: Goldman Sachs Marks $444,000 Loan at 57% Off ------------------------------------------------------------------ Goldman Sachs BDC, Inc has marked its $444,000 loan extended to Fullsteam Operations LLC to market at $192,000 or 43% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC is a participant in a First Lien Senior Secured Debt to Fullsteam Operations LLC. The loan accrues interest at a rate of 13.16% (S + 7.76% PIK) per annum. The loan matures October 4, 2027. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Fullsteam Operations LLC is a software and payments company. The Company develops and creates payment technology, vertical software, industry-specific features, and end-to-end business management systems. Fullsteam Operations serves customers in the United States and Canada. GAINSIGHT INC: Goldman Sachs Marks $5.3MM Loan at 53% Off --------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $5,362,000 loan extended to Gainsight, Inc to market at $2,518,000 or 47% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC, Inc is a participant in a First Lien Senior Secured Debt to Gainsight, Inc. The loan accrues interest at a rate of 12.27% (P + 6.75% PIK) per annum. The loan matures on July 30, 2027. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Gainsight, Inc. provides technological products and solutions. The Company enables businesses to proactively manage retention, reduce unexpected churn, and identify up-sell opportunities by leveraging big data analytics across sales data, usage logs, support tickets, surveys, and other sources of customer intelligence. Gainsight serves customers in the United States. GANNETT CO: Moody's Affirms 'B3' CFR & Alters Outlook to Stable --------------------------------------------------------------- Moody's Investors Service affirmed Gannett Co., Inc's (Gannett) B3 corporate family rating and its B3-PD probability of default rating. Moody's also affirmed the company's subsidiary Gannett Holdings, LLC's senior secured term loan and backed senior secured notes ratings at B1. Moody's changed the outlooks on both entities to stable from negative. Gannett's speculative grade liquidity (SGL) rating remains unchanged at SGL-3, reflecting adequate liquidity. The change of outlook to stable from negative and the affirmation of credit ratings reflect Moody's expectations that Gannett's pace of revenue and EBITDA declines will moderate over the coming year. Furthermore, Moody's expects that liquidity will remain adequate over the next 12-18 months, and operating cash flow will support voluntary debt repayment in excess of mandatory amortization. This will enable leverage reduction to around 3.2x by the end of 2024 from 3.9x as of LTM Q3 2023 (both metrics are Moody's adjusted) as the company prioritizes free cash flows for debt repayment. RATINGS RATIONALE Gannett's B3 CFR reflects the company's revenue pressure because of the secular decline in its print advertising and print focused activities and its high interest burden. Gannett is transforming its business model by diversifying revenue sources with growth potential from digital properties to offset the secular decline in traditional print advertising and circulation. Gannett garners credit strength from its position as the largest owner of daily newspapers in the US and community newspapers in the UK and management's focus on repaying debt. Gannett repaid $138 million of debt year-to-date November 17, 2023 and guides to a full-year 2023 free cash flow of $65 - $85 million, up from -$5 million in 2022. However, the company's Debt/EBITDA (Moody's adjusted) remains high at 3.9x as of LTM Q3 2023 despite substantial debt repayments. Moody's expects that Gannett will continue to prioritize cash for debt repayment and refrain from share buybacks over the next 12 to 18 months. The SGL-3 reflects Moody's expectation for adequate liquidity over the next twelve months, supported by positive free cash flow in 2023 and 2024 and constrained by the lack of a revolving credit facility. Gannett guides to free cash flow in the $65 - $85 million in full year 2023 and Moody's expects a similar level free cash flows in the coming year. Gannett's liquidity is also supported by meaningful balance sheet cash ($109 million as of September 30, 2023) though cash balances in excess of $100 million at the end of each fiscal year will be required to be applied to debt repayment. The company also reported a pipeline of real estate and other assets with targeted sales proceeds of roughly $50 million, which can further boost liquidity, but the timing is uncertain and market-driven. Gannett's debt maturity profile is long dated, with its nearest material maturity being the senior secured term loan and notes due in October and November 2026, respectively. The term loan does not have financial maintenance covenants. The 2027 notes indenture requires that the company maintain at least $30 million of qualified cash, as of the last day of each fiscal quarter. The B1 ratings on the $596 million senior secured term loan ($360 million outstanding as of September 30, 2023) and $400 million senior secured notes due 2026 ($306 million outstanding as of September 30, 2023) reflect the probability of default of the company as reflected in B3-PD probability of default rating, an average expected family recovery rate of 50% at default and the instruments' ranking in the capital structure. The senior secured term loan and notes due 2026 are ranked ahead of two convertible notes ($500 million combined, unrated) in Moody's priority of claim waterfall. The $497 million senior secured convertible notes due 2027 are secured by a second priority lien on the same collateral package that secures the term loan and the $3 million senior convertible notes due April 2024 are unsecured. Gannett's CIS-5 ESG credit impact score indicates that ESG considerations have a pronounced impact on the current rating, which is lower than it would have been if ESG risks did not exist. The score reflects the company's exposure to social and demographic as well as governance risks. Ongoing demographic and societal shifts have led to secular declines in its print and advertising focused activities and these trends are expected to continue. Consumer preferences continue to gravitate towards digital media and advertisers shift to more efficient, high-return ad channels to reach their customers. Furthermore, the rapid rise of generative AI heightens the risks related to protection of the company's intellectual property, its ability to protect and monetize content and the need to adapt quickly to take advantage of the transformation. Gannett's financial policy emphasizes debt repayment, but it has also been tolerant of leverage of over 5x (Moody's adjusted, following the January 2021 recap), which Moody's considers high given the secular business risks facing the company. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if liquidity deteriorates, Moody's adjusted leverage rises above 4x, or revenue and EBITDA continue to decline such that Moody's believes that the company will not be able to generate positive free cash flow. The ratings could be upgraded if Gannett grows its digital revenue that offsets print revenue declines leading to overall organic revenue and EBITDA growth. Improving liquidity, generating sustained positive free cash flow, maintaining Moody's adjusted leverage under 2x with a clearly articulated financial policy supporting operating with low leverage would also be important considerations. The principal methodology used in these ratings was Media published in June 2021. Headquartered in McLean, Virginia, Gannett is the largest owner of daily newspapers in the US and community newspapers in the UK. Gannett is also the owner of national USA Today publication. Gannett generated LTM September 2023 revenue of approximately $2.7 billion. GAUCHO GROUP: Completes Third Water Well at Algodon Wine Estates ---------------------------------------------------------------- Gaucho Group Holdings, Inc. announced that its subsidiary Algodon Wine Estates has completed a successful drilling of the property's third water well to cater to the expansive 4,138 acre wine, wellness, culinary and sport resort and luxury residential development, in San Rafael, Mendoza, Argentina. This follows previously announced news of approval to create the estate's first and second water wells which have since been drilled. The Company believes this continued initiative can significantly enhance the property's valuation, as it further primes the real estate project for expansion. The Company said that in a significant step forward complementing these infrastructure advancements, Gaucho Holdings is delighted to unveil the completion of a monumental 3-million-liter lagoon, a key feature within Algodon Wine Estates. This impressive lagoon is not just an aesthetic marvel but serves a vital function in the estate's ecosystem. It will be instrumental in the irrigation of the flourishing vineyards, a variety of lush plant life, and the meticulously landscaped golf course that adorns the winery. This development marks a pivotal moment in the estate's commitment to sustainable practices, ensuring the continued vibrancy and ecological balance of the estate while fostering its growth and enhancing its natural beauty. Algodon Wine Estates anticipates applying to the local municipality to drill for additional water wells with a goal of a total of 6 throughout the property. The successful completion of this initiative is intended to allow access to natural aquifers that can service the expansion of the estate's real estate project, vineyards and winery, and other amenities. Algodon Wine Estates' (algodonwineestates.com) luxury residential development is comprised of over 400 estate lots in its Phase 1 plan and also features the vineyards and winery responsible for producing the wines of Algodon Fine Wines (algdoonfinewines.com), as well as a boutique hotel (algodonhotels.com), with amenities such as a nine-hole golf course (with an additional nine holes forthcoming), grand slam style tennis courts, a year-round restaurant serving traditional Argentine cuisine, and other services. More than 100 vineyard lots overlook the golf course, and the wines cultivated at the estate have garnered multiple awards from international tasting competitions. Additionally, the company is actively advancing the development of its refined masterplan, which includes an ultra-luxurious 60-room hotel and spa. This establishment is poised to feature 30-50 residences, with Algodon Wine Estates aiming to establish a co-branding partnership with a prestigious hotel brand. The potential revenue from the hotel rooms and branded residences is estimated to contribute an additional $25 million annually. The masterplan builds upon the estate's acclaimed vineyard development, highlighting the existing winery, 1946 vines, local Mendocino culture, and the estate's topography, amenities, and distinctive features. Further expansion involves the creation of 200 additional lots, varying in size from 2.47 acres to 6 acres. The company envisions that the sale of these lots could ultimately generate revenues exceeding $100 million. "People may forget that the majority of Mendoza sits in a high-desert climate, and in such an environment, access to freshwater is vital. We came to San Rafael, Mendoza, with a plan to develop the finest world-class wine, wellness, culinary, and sports lifestyle resort and residential development in the region, and we feel as though we have done just that. Every additional amenity we develop is a step further to add even more value to this extraordinary project. We believe individuals are now prioritizing health and well-being, now more than ever. These days, big cities have lost their allure, and our award-winning rural community can provide many with a unique peace of mind only found in a natural, socially distanced living community." - Scott Mathis, CEO, and Founder of Gaucho Group Holdings. About Gaucho Group Headquartered in New York, NY, Gaucho Group Holdings, Inc.'s (gauchoholdings.com) mission has been to source and develop opportunities in Argentina's undervalued luxury real estate and consumer marketplace. The Company has positioned itself to take advantage of the continued and fast growth of global e-commerce across multiple market sectors, with the goal of becoming a leader in diversified luxury goods and experiences in sought after lifestyle industries and retail landscapes. Gaucho Group reported a net loss of $21.83 million for the year ended Dec. 31, 2022, compared to a net loss of $2.39 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $21.01 million in total assets, $8.60 million in total liabilities, and $12.40 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated April 17, 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. GAUCHO GROUP: Incurs $2.3 Million Net Loss in Third Quarter ----------------------------------------------------------- Gaucho Group Holdings, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2.30 million on $464,004 of sales for the three months ended Sept. 30, 2023, compared to a net loss of $4.73 million on $440,939 of sales for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $9.97 million on $1.62 million of sales, compared to a net loss of $12.29 million on $1.27 million of sales for the same period last year. As of Sept. 30, 2023, the Company had $18.91 million in total assets, $11.02 million in total liabilities, and $7.89 million in total stockholders' equity. Gaucho Group stated, "The Company's operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. Based upon projected revenues and expenses, the Company believes that it may not have sufficient funds to operate for the next twelve months from the date these financial statements are made available. Since inception, the Company's operations have primarily been funded through proceeds received from equity and debt financings. The Company believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. The aforementioned factors raise substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1559998/000149315223041931/form10-q.htm About Gaucho Group Headquartered in New York, NY, Gaucho Group Holdings, Inc. -- http://www.algodongroup.com-- was incorporated on April 5, 1999. Effective Oct. 1, 2018, the Company changed its name from Algodon Wines & Luxury Development, Inc. to Algodon Group, Inc., and effective March 11, 2019, the Company changed its name from Algodon Group, Inc. to Gaucho Group Holdings, Inc. Through its wholly owned subsidiaries, GGH invests in, develops and operates real estate projects in Argentina. GGH operates a hotel, golf and tennis resort, vineyard and producing winery in addition to developing residential lots located near the resort. In 2016, GGH formed a new subsidiary and in 2018, established an e-commerce platform for the manufacture and sale of high-end fashion and accessories. The activities in Argentina are conducted through its operating entities: InvestProperty Group, LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its wines in Europe through its United Kingdom entity, Algodon Europe, LTD. Gaucho Group reported a net loss of $21.83 million for the year ended Dec. 31, 2022, compared to a net loss of $2.39 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $21.01 million in total assets, $8.60 million in total liabilities, and $12.40 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated April 17, 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. GDB HOLDINGS: Joyride Brewing Files for Chapter 11 Bankruptcy ------------------------------------------------------------- Kate Tracy of Denver Business Journal reports that the president and co-founder of Joyride Brewing Co. announced on Friday, November 17, 2023, that the Denver-area brewery filed for Chapter 11 reorganization due to a former manager's alleged wrongdoing. The brewery located at 2501 Sheridan Blvd. in Edgewater across from Sloan Lake will remain open, owner and brewmaster Dave Bergen said in an announcement on the brewery' Facebook page on November 17, 2023. The brewery will be looking to reorganize its finances "due to suspected financial malfeasance from a former manager," Bergen explained. "This has nothing to do with Joyride's ability to run a successful or profitable business, but rather has everything to do with the improper and unauthorized spending, as well as financial mismanagement, of that former manager," Bergen said. In bankruptcy documents filed November 17, 2023, the brewery's liabilities are between $1 million and $10 million and assets are between $500,000 and $1 million. Bergen was unavailable for further comment on Friday, Nov. 17, 2023. He has stepped into the role of president of the brewery and will also stay on as director of brewing and marketing at Joyride. Joyride opened nine years ago and has since won many awards for its beer. The brewery currently employs 23 people. "These next few months are going to be challenging, and we request your patience and understanding as we go through this transition and we humbly ask that you come out and support us. Don't worry, we're not closing and everyone still has their jobs," he said. In addition to Joyride, Tattered Cover Book Store filed for bankruptcy last month, resulting in store closures and layoffs. About Joyride Brewing GDB Holdings, LLC, is a Denver-area brewery doing business as Joyride Brewing. GDB Holdings, LLC, sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 23-15347) on Nov. 17, 2023. In its petition, it listed estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. Jeffrey A. Weinman at ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C., is the Debtor's counsel. GENESIS CARE: Gets Approval for Plan to Cut $1.5-Billion in Debt ---------------------------------------------------------------- KKR-backed health care company GenesisCare, one of the world's largest providers of integrated cancer care, on Nov. 22, 2023, announced that the U.S. Bankruptcy Court for the Southern District of Texas has confirmed its Chapter 11 Plan of Reorganisation. The Plan received support from approximately 95% of voting creditors by amount, and confirmation is a major milestone in the company's efforts to transform its operations and capital structure to position itself for long-term sustainable growth and to continue providing critical care to patients. The Plan provides a significant deleveraging of the Company's balance sheet, reducing total debt by approximately US$1.7 billion from approximately US$2 billion prior to filing for Chapter 11. GenesisCare has obtained commitments for new financing facilities, including US$20 million in incremental debtor-in-possession (DIP) financing and up to US$48 million in new money exit financing. GenesisCare has filed the necessary legal motions to obtain access to this financing in the coming weeks before it emerges from Chapter 11 protection, which is planned to take place in January 2024, subject to regulatory approvals and completion of other implementation steps. "Today marks the beginning of a new and exciting chapter for GenesisCare," said David Young, GenesisCare's Chief Executive Officer. "Both the strong support we received for the confirmation of our Plan as well as our progress in securing new money exit financing demonstrate the confidence our key stakeholders have in GenesisCare's future potential as we execute on our strategic plan. We look forward to continuing to support our doctors and other teammates as they work to deliver better life outcomes for our patients." GenesisCare is continuing to execute its previously stated plan to separate its U.S. business from its business in Australia, Spain and the UK. GenesisCare is pursuing offers for individual U.S. geographies or practices that have the potential to provide the best and highest value. Over the past six months, the U.S. business has experienced a financial turnaround that will allow it to operate sustainably and continue to provide patient care as part of GenesisCare while the U.S. leadership team continues to implement the separation plan. In light of this turnaround, the Company's lenders have agreed to backstop a financing commitment that will allow GenesisCare to continue operating in the U.S. as a sister company to the Australia, Spain, and UK businesses in the event the Company does not determine that the sale process provides the best and highest value. "The strong interest we received from a wide variety of buyers from across the U.S. is a reflection of what we have long known―that GenesisCare's U.S. business benefits from an incredible team, a desirable footprint and a proven ability to care for patients," said Dr. Shaden Marzouk, President of GenesisCare U.S. "Thanks to the efforts of our physicians and staff, we have begun to place our practices around the U.S. on solid financial and operational footings that make them attractive to qualified buyers who will ensure that these practices continue to play a vital role in the communities we serve." About GenesisCare One of the world's largest integrated oncology networks, GenesisCare -- http://www.genesiscare.com-- includes 300+ locations in the U.S., the UK, Australia, and Spain. With investments in advanced technology and expanded access to clinical trials, more than 5,500 highly trained GenesisCare physicians and support staff offer comprehensive, coordinated care in radiation oncology, medical oncology, hematology, urology, diagnostics, and surgical oncology. Genesis Care Pty Ltd. and its affiliated debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90614) on June 1, 2023. In the petition signed by Richard Briggs, as authorized signatory, Genesis Care disclosed up to $10 billion in both assets and liabilities. Judge David R. Jones oversees the case. The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis International, LLP and Jackson Walker, LLP as general bankruptcy counsel; PJT Partners, LP as investment banker; Alvarez and Marsal North America, LLC as restructuring advisor; Herbert Smith Freehills, LLP as foreign legal counsel; Teneo as communications advisor; and Clayton Utz as special investigation counsel. Kroll Restructuring Administration, LLC is the notice and claims agent. On June 15, 2023, the U.S. Trustee for the Southern District of Texas appointed an official committee of unsecured creditors in these Chapter 11 cases. The trustee tapped Kramer Levin as its counsel, Locke Lord LLP as local counsel, and Berkeley Research Group, LLC as financial advisor. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. GENESIS CARE: Seeks $800MM Refinancing DIP Loan From Kroll Trustee ------------------------------------------------------------------ Genesis Care Pty. Ltd. and affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral and obtain additional postpetition financing. The Debtor seek entry of an order authorizing (i) the Debtors to refinance an existing debtor-in-possession financing which will convert into exit financing and enter into the DIP Documents, including an amended DIP Credit Agreement, and (ii) the Debtors' entry into the backstop commitment letter, delivered or executed in connection therewith consistent with the terms set forth in the credit facility term sheet and the exit facilities term sheets. The Debtors are nearing confirmation of a chapter 11 plan that will deleverage their balance sheet by $1.7 billion, pay ROW unsecured creditors, provide a recovery to GC U.S. unsecured creditors, and allow them to continue providing critical cancer treatment. The plan was supported by 95% of secured debt holders. The Debtors plan to raise new debt through Exit Take Back Facilities and Exit New Money Facilities to fund distributions, transaction costs, and post-emergence business. They have obtained cost-effective financing commitments with market-based economic terms to ensure liquidity for the plan. The Debtors and Backstop Parties discussed refinancing and upsizing the Original DIP Facility and adding an exit financing mechanism for the Debtors' emergence from chapter 11. They exchanged proposals for potential exit facilities financing and a backstop commitment for DIP-to-Exit Financing. The goal was to unify lender proposals and backstop commitment proposals for the most efficient capital structure and execution. Pursuant to the arrangement, the Debtors seek authorization to enter into the DIP-to-Exit Financing consisting of a senior secured multiple draw term loan facility of $261 million: -- $241 million of which will be used to pay down the new-money tranche of the Original DIP Facility in these chapter 11 cases; and -- $20 million of which will be new money utilized to fund and emerge from these chapter 11 cases. Subject to the satisfaction of certain conditions precedent, the Refinancing DIP Term Facility will be equitized in part and convert into exit takeback facilities upon the Debtors' emergence from chapter 11. Genesis Specialist Care Finance UK Limited and Genesis Care USA Holdings, Inc. were previously permitted to obtain a priming, senior secured, superpriority debtor-in-possession term loan facility in the aggregate principal amount of $800 million under a Senior Secured Superpriority Debtor-In-Possession Credit Agreement by and among the Borrowers, the Guarantors, and the DIP Secured Parties, comprised of: -- A "new money" multiple draw term loan facility in an aggregate principal amount (exclusive of capitalized DIP Fees and interest) of $200 million, of which (A) an initial draw amount of $90 million will be made available to be drawn in a single drawing upon entry of the Interim Order and satisfaction of the other applicable conditions to any Initial Term Loans set forth in the DIP Credit Agreement, and (B) an additional amount of $110 million will be made available to be drawn in a single drawing upon entry of the Final Order and satisfaction of the other applicable conditions to any Delayed Draw Term Loans set forth in the DIP Credit Agreement; plus -- "roll-up" term loans in an aggregate principal amount (exclusive of capitalized interest) of up to $600 million, consisting of (A) upon entry of the Interim Order and funding of the Initial Draw, up to $270 million which will be drawn down and immediately applied in repayment of an equivalent principal amount of Prepetition SFA Loans held by certain Prepetition Lenders, representing a 3:1 ratio of Prepetition SFA Loans to New Money DIP Term Loans as of the date of such draw down, subject to the limitations contained in the Interim Order, and (B) upon entry of the Final Order and funding of the Subsequent Draw, consistent with the Roll-Up Ratio, up to $330 million which will be drawn down and immediately applied in repayment of an equivalent principal amount of Prepetition SFA Loans held by the Prepetition Lenders or their affiliates or related funds, in each case on a cashless basis. The DIP Loans were funded by certain Prepetition SFA Lenders or their affiliates or related funds, in their capacities as postpetition financing lenders pursuant to the terms and conditions set forth in (i) the DIP Credit Agreement, (ii) the DIP Term Sheet, (iii) the Senior Secured Superpriority Debtor-in-Possession Credit Facility Commitment Letter executed by the Prepetition SFA Secured Parties, and the Borrowers, and (iv) all agreements, documents, and instruments delivered or executed in connection with the DIP Credit Agreement, in each case, satisfactory in form and substance to the Debtors, Kroll Agency Services Limited, as administrative agent and escrow agent, and Kroll Trustee Services Limited, as collateral agent, and the DIP Lenders holding at least 50.1% of the outstanding commitments and/or exposure under the DIP Term. The Debtors were authorized, subject to the terms and conditions of the Final Order, the DIP Credit Agreement, and the other DIP Term Loan Documents, to borrow an aggregate principal amount of $200 million of New Money DIP Term Loans pursuant to the Initial Draw and Subsequent Draw, to repay Prepetition SFA Obligations using amounts borrowed by way of Roll-Up Loans in an aggregate principal amount of up to $600 million pursuant to the Roll-Up Ratio on a cashless basis (effective upon the Subsequent Draw) pursuant to the terms and provisions of the DIP Credit Agreement, the other DIP Term Loan Documents, and this Final Order, and to incur and pay the principal, interest, premium, fees, indemnities, expenses and other amounts provided for in the DIP Credit Agreement, the other DIP Term Loan Documents, and the Final Order. The DIP Facility and the DIP-to-Exit Financing are key components of the Debtors' overall restructuring efforts because they provide the Debtors with the flexibility and liquidity necessary to, among other things, (a) fund the distributions pursuant to the Plan, (b) repay the outstanding debtor-in-possession financing as contemplated in these chapter 11 cases, (c) execute key operational tasks, and (d) fund their business plan through and following emergence. A hearing on the matter is set for December 6, 2023, at 3:30 p.m. A copy of the motion is available at https://urlcurt.com/u?l=LcZyCY from PacerMonitor.com. About GenesisCare One of the world's largest integrated oncology networks, GenesisCare -- http://www.genesiscare.com-- includes 300+ locations in the U.S., the UK, Australia, and Spain. With investments in advanced technology and expanded access to clinical trials, more than 5,500 highly trained GenesisCare physicians and support staff offer comprehensive, coordinated care in radiation oncology, medical oncology, hematology, urology, diagnostics, and surgical oncology. Genesis Care Pty Ltd. and its affiliated debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90614) on June 1, 2023. In the petition signed by Richard Briggs, as authorized signatory, Genesis Care disclosed up to $10 billion in both assets and liabilities. Judge David R. Jones oversees the case. The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis International, LLP and Jackson Walker, LLP as general bankruptcy counsel; PJT Partners, LP as investment banker; Alvarez and Marsal North America, LLC as restructuring advisor; Herbert Smith Freehills, LLP as foreign legal counsel; Teneo as communications advisor; and Clayton Utz as special investigation counsel. Kroll Restructuring Administration, LLC is the notice and claims agent. On June 15, 2023, the U.S. Trustee for the Southern District of Texas appointed an official committee of unsecured creditors in these Chapter 11 cases. The trustee tapped Kramer Levin as its counsel, Locke Lord LLP as local counsel, and Berkeley Research Group, LLC as financial advisor. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. GOTO GROUP: Moody's Lowers CFR to Caa1 & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service downgraded GoTo Group, Inc.'s Corporate Family Rating and the ratings for its first lien bank credit facilities and first lien senior secured notes to Caa1, from B3. Concurrently, Moody's downgraded the company's Probability of Default Rating to Caa1-PD, from B3-PD. Moody's changed the outlook to stable from negative. The downgrade reflects the company's aggressive financial policies including high leverage, operating pressures and negative free cash flow. Moody's expects GoTo Group's adjusted leverage to remain elevated, at around 7.5x in the coming 12 months. RATINGS RATIONALE The Caa1 rating reflects elevated execution risks in accelerating growth from GoTo Group's fast-growing products in a highly competitive market and amid heightened macroeconomic uncertainties which have led to more prudent spending on IT. The Caa1 reflects Moody's expectations that GoTo Group's leverage will remain elevated at or around 7.5x (as adjusted by Moody's) in the next 12 months. The Caa1 CFR is supported by GoTo Group's good operating scale and prospective adjusted EBITDA margins, despite the anticipated erosion in profitability. It generates revenues primarily from subscription services. The company's GoTo Connect UCaaS and LastPass offerings have strong growth prospects and address large markets, but they face strong competitors with very good brand recognition, technology resources and distribution capabilities. The downgrade reflects Moody's expectation that GoTo Group will experience a flat to slow growth in EBITDA with no material improvement before at least the end of 2024. The company did experience some EBITDA growth in Q3 due to significant cost-cutting measures, most notably by reducing headcount by 10% and completing a reduction in physical facilities by about 75%. However, revenue fell another 4% year over year. Moody's expects adjusted debt-to-EBITDA (inclusive of Moody's adjustments) to stay elevated near 7.5x over the next 12 months as momentum in the high-growth products that include LastPass password management and GoTo Connect UCaaS slows down as a result of the macroeconomic landscape elongating IT investment cycles, as well as a slow recovery from the cyber incident that affected LastPass in the summer of 2022. Growth in the new products continues to be dampened by legacy collaboration and remote solutions products' revenue which continue to decline at rapid pace. Moody's notes that the company's gross margins have remained strong, and that while revenue has been pressured, EBITDA margin has been maintained through significant reductions in cost mostly affecting sales and marketing. Moody's cautions that while temporary cost cutting is helpful, prolongated reduction in the sales and marketing functions could further impact the company's ability to accelerate growth from its high-growth products. Cash flow will continue to be pressured through elevated interest expense given the high-rate environment and incremental investments on brand positioning. As such, Moody's expects GoTo Group to generate negative free cash flow over the next 12 months. Moody's expects GoTo Group to maintain adequate liquidity, despite generating negative free cash flow of around $25 million over the next twelve months. The company had a cash balance of approximately $136 million at the end of Q3 2023 and $249 million available (net of $1 million letters of credit outstanding) under its $250 million revolving credit facility which matures in September 2025. The company benefits from a long-dated debt maturity profile, with the term loans and senior secured notes maturing in September 2027. Revolver borrowings are subject to a net first lien leverage ratio test if utilization exceeds 35%, and Moody's expects GoTo Group to be in compliance with that test over the next 12 months. GoTo Group's CIS-5 Credit Impact Score indicates that ESG considerations have a pronounced impact on the current rating, which is lower than it would have been if ESG risks did not exist. The score reflects the company's aggressive financial policy, high leverage, and limited financial flexibility. The ratings for the debt instruments reflect the overall probability of default of GoTo Group, reflected in the Caa1-PD Probability of Default Rating (PDR), an average family Loss Given Default (LGD) rate of 50% and the priority ranking of the debt instruments in the capital structure. The senior secured bank credit facilities and senior notes are rated Caa1 (LGD4). The stable outlook reflects GoTo Group's good operating scale and prospective adjusted EBITDA margins, despite a slower than expected earnings recovery. The company also benefits from a diverse revenue base with many small clients and does not have any material debt maturities until September 2027. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given Moody's expectations for GoTo Group's high leverage and negative free cash flow over the next 12 months, a rating upgrade is not expected over this period. Moody's could upgrade GoTo Group's rating over time if the company were to generate sustained growth in revenues and EBITDA showing a path to Moody's adjusted leverage trending towards 6x. An upgrade would also require the company to generate sustained positive free cash flow and maintain at least adequate liquidity. Moody's could downgrade the ratings if liquidity becomes weak or if the anticipated turnaround in adjusted EBITDA by late-2024 does not materialize. Any concerns over the long term viability of the capital structure, including but not limited to transactions that Moody's could consider distressed exchanges, could lead to a downgrade of the ratings. GoTo Group (f/k/a LogMeIn, Inc.) is a provider of unified communications and collaboration, remote access and support, and password management solutions. It was acquired by affiliates of Francisco Partners and Evergreen Coast Capital Corp in August 2020. The principal methodology used in these ratings was Software published in June 2022. GOVDELIVERY HOLDINGS: Goldman Sachs Marks $2.5MM Loan at 55% Off ---------------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $2,583,000 loan extended to GovDelivery Holdings, LLC (dba Granicus, Inc.) to market at $1,175,000 or 45% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC is a participant in a First Lien Senior Secured Debt to GovDelivery Holdings, LLC (dba Granicus, Inc.). The loan accrues interest at a rate of 11.96% (S + 6.50%) per annum. The loan matures on January 29, 2027. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Granicus is a cloud platform and product suite that helps improve government transparency, efficiency, and citizen participation. GOVERNMENTJOBS.COM: 90% Markdown for Goldman Sachs $14.7MM Loan --------------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $14,718,000 loan extended to Governmentjobs.com, Inc. (dba NeoGov) to market at $1,545,000 or 10.5% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC, Inc is a participant in a First Lien Senior Secured Debt to Governmentjobs.com, Inc. (dba NeoGov). The loan accrues interest at a rate of 10.90% (S + 5.50%) per annum. The loan matures on December 1, 2028. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. GovernmentJobs.com, Inc., doing business as NEOGOV, provides online recruitment services. The Company develops a human resource platform that automates the hiring and performance evaluation process including position requisition approval, automatic minimum qualification screening, test statistics and analysis, and equal employment opportunity (EEO) reporting. HERBALIFE NUTRITION: S&P Affirms 'B+' ICR, Outlook Negative ----------------------------------------------------------- S&P Global Ratings affirmed all its ratings on U.S.-based Herbalife Nutrition Ltd., including its 'B+' issuer credit rating, 'BB' issue-level rating on its senior secured debt, and 'B+' issue-level rating on its senior unsecured debt. S&P's '1' recovery rating on the senior secured debt (90%-100%; rounded estimate: 95%) and '4' recovery rating on the senior unsecured debt (30%-50%; rounded estimate: 35%) remain unchanged. The negative outlook reflects the potential for a lower rating over the next several quarters if Herbalife cannot strengthen EBITDA ahead of upcoming maturities such that S&P Global Ratings-adjusted leverage weakens to above 5x (previously 4.5x) or covenant headroom tightens, leading to a potentially weaker liquidity assessment. S&P could also lower the rating if the company cannot present concrete plans to refinance its 2025 debt maturities on satisfactory terms. S&P said, "The rating affirmation reflects our view that Herbalife's historically resilient and geographically diverse business will stabilize over the coming quarters. Continued tough macroeconomic conditions, difficulties recruiting productive new members, and foreign exchange headwinds have hindered the company for longer than we forecasted, resulting in its S&P Global Ratings-adjusted EBITDA declining 26% in the nine months ended Sept. 30, 2023, after declining 20% in 2022, though this compares against record performance in 2021. Additionally, high input costs and tight labor conditions persist, partially offset by Herbalife's pricing actions. We expect its S&P Global Ratings-adjusted EBITDA will decline over 20% in 2023, resulting in S&P Global Ratings-adjusted leverage of 4.8x. "We note that sequential sales deterioration has decelerated. Live distributor events, which are important to recruit and motivate distributors, are ramping up, especially in the U.S. where deterioration has been more pronounced than in other regions. We expect volume declines will stabilize and return to growth over the next few quarters in most of Herbalife's segments, except China (which is recovering from COVID-19-related lockdowns) and the U.S. (where distributor recruitment and productivity have been weaker than other regions amid high inflation and slowing macroeconomic conditions). We expect the company will focus on growing the U.S. and China segments, which are both higher-margin regions. "We assume Herbalife will prudently manage free operating cash flow (FOCF) to repay sizable debt maturities over the next two years, though debt capital market conditions are currently unfavorable." Herbalife's debt maturities over the next two years consist of: -- $197 million of 2.625% convertible notes due March 15, 2024; -- Senior secured bank credit facility, which includes the $241.5 million term loan A maturing in March 2025 and the $652.5 million term loan B maturing in August 2025; and -- $600 million of 7.875% senior unsecured notes due Sept. 1, 2025. S&P said, "We expect the company will repay the $197 million convertible notes due March 15, 2024 using FOCF and revolver draws. We assume it will address the bank debt maturities over the next few quarters on satisfactory terms. Nevertheless, we believe it's possible Herbalife may not be able to refinance its term loans on satisfactory terms (including materially higher interest rates) if credit markets deteriorate further and the company cannot improve performance. "We believe Herbalife will continue to generate positive FOCF despite elevated capital expenditure (capex) requirements and assess its liquidity profile as adequate, although headroom on the financial maintenance covenant is tight. We project Herbalife will generate about $200 million and $140 million of FOCF in 2023 and 2024, respectively, after capex of about $140 million in 2023, stepping up to about $190 million in 2024 including investments in Herbalife One. While we expect the company will repay the 2024 convertible notes using FOCF and draws on the revolver, such draws are restricted by the covenant. We assume the company will have limited room on the revolver (estimated at a minimum of $100 million) as the maximum leverage covenant steps down to 4.25x in the first quarter of 2024 from 4.5x, and further down to 4x in the second quarter of 2024. "We could revise our business risk assessment if we believe Herbalife's distributor levels will weaken further or if we believe GLP-1 drugs will materially disrupt the nutritional supplement industry. Our base case assumes the company will gradually recover its distributor and sales trends as it returns to more in-person events, enhances its digital analytical presence, and introduces innovative products, albeit not to the highs experienced in 2021. However, this may not occur, especially if the macroeconomic environment remains weak and the company cannot differentiate its products in a maturing market. "The negative outlook reflects the potential for a lower rating over the next few quarters if Herbalife cannot present concrete plans to refinance its 2025 debt maturities on satisfactory terms or its S&P Global Ratings-adjusted EBITDA weakens such that S&P Global Ratings-adjusted leverage deteriorates to above 5x or covenant headroom tightens, leading to a weaker liquidity assessment." S&P could lower its rating on Herbalife if its EBITDA weakens or covenant headroom tightens. This could occur if: -- Volume declines reaccelerate due to escalating competition from numerous weight-management-focused competitors, unfavorable macroeconomic and geopolitical environments, or negative customer growth; -- Herbalife cannot reenergize its distributor base, particularly the number and productivity of new distributors through incentives and events; or -- The company cannot offset global macroeconomic weakness including lower consumer spending, high raw material and labor costs, and foreign currency headwinds. S&P could revise its outlook to stable over the next 12 months if Herbalife presents a concrete plan to manage its upcoming debt maturities either through repayments or refinancing on satisfactory terms and stabilizes and improves EBITDA such that it sustains forecasted S&P Global Ratings-adjusted leverage below 5x. This could occur if: -- Solid sales growth returns because of higher volumes, driven by potentially easing macroeconomic conditions (especially inflation), upcoming live distributor events, and more productive distributors; and -- A modest recession helps the company attract more people seeking to enhance their income. HOPE COMMUNITY: S&P Lowers 2015, 2020A Bond Ratings to 'B-' ----------------------------------------------------------- S&P Global Ratings lowered its long-term rating on the St. Paul Housing and Redevelopment Authority, Minn.'s series 2015 and 2020A revenue bonds, issued for HOPE Community Academy (HOPE), to 'B-' from 'BB-' and removed the rating from CreditWatch, where it had been placed with negative implications on Aug. 24, 2023. The outlook is negative. "The downgrade reflects our view of HOPE's continued trend of very weak operating performance and a sharp decrease in liquidity at fiscal year-end 2023, stemming from enrollment projections that have not been met following a recent high school expansion, resulting in a debt service coverage covenant violation for fiscal 2023," said S&P Global Ratings credit analyst Sue Ryu. While this exposes HOPE to potential acceleration risk, S&P understands the school and bondholders are currently coordinating on potential remedies. It does not believe the bonds are at risk of being accelerated at this time, and will continue to monitor them. S&P said, "The negative outlook reflects HOPE's trend of deficit financial operations and deteriorating liquidity position, which we believe will continue in fiscal 2024, given the school missed its budgeted enrollment by about 100 students in fall 2023. "We could lower the rating if the school fails to stabilize enrollment or improve financial performance, leading to continued weakening of financial performance, maximum annual debt service (MADS) coverage, or liquidity. In addition, we could take a negative rating action if the school's charter standing is jeopardized or if the school is unable to make progress finalizing a remedy for its current covenant violation. Finally, we could lower the rating if the school is unable to make timely debt service payments or if its debt is accelerated. "We could revise the outlook to stable should HOPE successfully remedy its current covenant violation, stabilize enrollment, improve MADS coverage, and maintain liquidity at levels consistent with those of similarly rated peers." INFINERA CORP: Awarded $14 Million CalCompetes Grant ---------------------------------------------------- Infinera Corporation announced it has been awarded a California Competes (CalCompetes) grant valued at up to $14 million, disbursed over five years, by the California Governor's Office of Business and Economic Development (GO-Biz). This, the Company said, is a first step to expand and modernize Infinera's U.S.-based domestic production of next-generation semiconductors and continue to support innovation and economic development in the United States in future years. According to Infinera, the CalCompetes grant will enable the Company, a domestic optical compound semiconductor manufacturer with in-house fab operations and advanced test and packaging capabilities in multiple states, to build upon its 20+ year history in the United States and continue to drive innovation in indium phosphide-based compound semiconductor and monolithic photonic integrated circuit (PIC) technologies. Fostering the domestic production of these critical and emerging technologies helps increase America's economic and national security in semiconductor innovation, manufacturing, and supply chain resilience. The CalCompetes Grant Program is one of California's main incentive programs to leverage tens of billions of dollars of federal funds available under the Creating Helpful Incentives to Produce Semiconductors (CHIPS) Act. The CHIPS Act is designed to encourage growth and expansion of semiconductor manufacturing and research and development in the United States. "We are grateful and honored to receive this grant award, which represents an important step in helping to boost America's domestic production of semiconductor technologies," said David Heard, chief executive officer, Infinera. "Since our founding, we chose to keep our optical compound semiconductor fab and advanced packaging operations in the United States. We remain committed to leveraging our unique expertise, talent, and capabilities to support the goals of U.S. federal and state initiatives focused on economic development and national security." About Infinera Corp. Headquartered in Sunnyvale, Calif., Infinera Corp. -- www.infinera.com -- is a semiconductor manufacturer and global supplier of networking solutions comprised of networking equipment, optical semiconductors, software and services. The Company's portfolio of solutions includes optical transport platforms, converged packet-optical transport platforms, compact modular platforms, optical line systems, coherent optical engines and subsystems, a suite of networking and automation software offerings, and support and professional services. Infinera reported a net loss of $76.04 million for the year ended Dec. 31, 2022, a net loss of $170.78 million for the year ended Dec. 25, 2021, a net loss of $206.72 million for the year ended Dec. 26, 2020, and a net loss of $386.62 million for the year ended Dec. 28, 2019. * * * Egan-Jones Ratings Company on August 10, 2023, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Infinera. INNOVATION PHARMACEUTICALS: Incurs $880K Net Loss in First Quarter ------------------------------------------------------------------ Innovation Pharmaceuticals Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $880,000 on $0 of revenues for the three months ended Sept. 30, 2023, compared to a net loss of $1.43 million on $0 of revenues for the three months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $6.67 million in total assets, $5.51 million in total liabilities, and $1.16 million in total stockholders' equity. For the three months ended Sept. 30, 2023, the Company negative cash flow from operations of $0.7 million. As of Sept. 30, 2023, the Company has negative working capital of $4.1 million. As of Sept. 30, 2023, the Company's cash amounted to $0.9 million and current liabilities amounted to $5.0 million. Innovation Pharmaceuticals stated, "The Company has expended substantial funds on its clinical trials and expects to continue our spending on research and development expenditures, subject to having adequate available funding. We expect to incur further losses in the development of our business and have been dependent on funding operations from inception. These conditions raise substantial doubt about our ability to continue as a going concern. Management's plans include continuing to finance operations through the private or public placement of debt and/or equity securities, if available, and the reduction of expenditures. However, no assurance can be given at this time as to whether we will be able to achieve these objectives." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1355250/000147793223008688/ipix_10q.htm About Innovation Pharmaceuticals Innovation Pharmaceuticals Inc. (IPIX) -- http://www.IPharmInc.com -- is a clinical stage biopharmaceutical company developing a portfolio of innovative therapies addressing multiple areas of unmet medical need, including inflammatory diseases, cancer, infectious disease, and dermatologic diseases. Innovation reported a net loss of $3.17 million for the year ended June 30, 2023, compared to a net loss of $7.04 million for the year ended June 30, 2022. As of June 30, 2023, the Company had $7.52 million in total assets, $5.48 million in total liabilities, and $2.04 million in total stockholders' equity. Farmington, Utah-based Pinnacle Accountancy Group of Utah, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Sept. 28, 2023, citing that the Company has negative working capital, has suffered losses and negative cash flow from operations, which raise substantial doubt about its ability to continue as a going concern. INPIXON: Posts $10.9 Million Net Loss in Third Quarter ------------------------------------------------------ Inpixon filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $10.85 million on $2.02 million of revenues for the three months ended Sept. 30, 2023, compared to a net loss of $17.99 million on $2.43 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 of $35.36 million on $7.18 million of revenues, compared to a net loss of $49.88 million on $7.66 million of revenues for the same period during the prior year. As of Sept. 30, 2023, the Company had $27.65 million in total assets, $19.76 million in total liabilities, and $7.88 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1529113/000162828023039641/inpx-20230930.htm About Inpixon Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) is an indoor data company and specializes in indoor intelligence. The Company's Indoor Intelligence and industrial real-time location system (RTLS) solutions are leveraged by a multitude of industries to optimize operations, increase productivity, and enhance safety. Inpixon reported a net loss of $66.3 million in 2022, a net loss of $70.13 million in 2021, a net loss of $29.21 million in 2020, a net loss of $33.98 million in 2019, and a net loss of $24.56 million in 2018. INPIXON: Receives Delisting Determination Letter From Nasdaq ------------------------------------------------------------ Inpixon disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission that it received notice from The Nasdaq Stock Market LLC informing the Company that Nasdaq had determined that as of Nov. 8, 2023, the Company's securities had a closing bid price of $0.10 or less for 10 consecutive trading days triggering application of Listing Rule 5810(c)(3)(A)(iii) which states in part: if during any compliance period specified in Rule 5810(c)(3)(A), a company's security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security. As a result, the Staff has issued a letter notifying the Company of its determination to delist the Company's securities from Nasdaq effective as of the opening of business on Nov. 20, 2023, unless the Company requests an appeal of the Staff's determination on or prior to Nov. 16, 2023, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company requested a hearing before the Nasdaq Hearings Panel to appeal the determination described in the November 9 Letter and to address compliance with the Low-Priced Stocks Rule and a hearing was scheduled for Feb. 22, 2024. The Company may cure the bid price deficiency to regain compliance with the Low Priced Stock Rule by effecting a reverse stock split to increase the price per share of its common stock. A reverse stock split also would be expected to allow the Company to regain compliance with the minimum bid price requirement. At a special meeting of stockholders held on Sept. 29, 2023, the Company obtained the necessary stockholder approval of an amendment to the Company's articles of incorporation to effect a reverse stock split of the Company's outstanding common stock, at a ratio between 1-for-2 and 1-for-50, to be determined at the discretion of the Company's board of directors. The Company also intends to seek an increase in the Reverse Split Ratio for the purpose of satisfying the bid price requirements applicable for initial listing applications in connection with the closing of the XTI transaction. The proposed transaction between the Company and XTI is anticipated to close prior to the end of this year and as a result, the Company expects that it will be able to cure the bid price deficiencies in connection with the closing of the XTI transaction. The November 9 Letter has no immediate effect on the listing of the Company's common stock and its common stock will continue to be listed on the Nasdaq Capital Market under the symbol "INPX". While the appeal process is pending, the suspension of trading of the Company's common stock would be stayed and the Company's common stock would continue to trade on The Nasdaq Capital Market until the hearing process concludes and the Panel issues a written decision. On April 14, 2023, Nasdaq notified the Company that for the last 30 consecutive business days, the bid price for the Company's common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). Therefore, in accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until Oct. 11, 2023, to regain compliance with the Bid Price Rule. The Company's common stock did not regain compliance with the minimum $1 bid price per share requirement by Oct. 11, 2023. However, on Oct. 12, 2023, Nasdaq notified the Company that it was eligible for an additional 180-calendar day period or until April 8, 2024, to regain compliance. About Inpixon Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) is an indoor data company and specializes in indoor intelligence. The Company's Indoor Intelligence and industrial real-time location system (RTLS) solutions are leveraged by a multitude of industries to optimize operations, increase productivity, and enhance safety. Inpixon reported a net loss of $66.3 million in 2022, a net loss of $70.13 million in 2021, a net loss of $29.21 million in 2020, a net loss of $33.98 million in 2019, and a net loss of $24.56 million in 2018. INTERPACE BIOSCIENCES: All Proposals Approved at Annual Meeting --------------------------------------------------------------- Interpace Biosciences recently held its 2023 annual meeting of stockholders on Nov. 14, 2023. The following proposals voted on and were approved by the Company's stockholders include: I. Election of two Class III directors to serve until the 2026 annual meeting or until each such director's successor is duly elected and qualified. II. A non-binding advisory vote on a resolution approving the compensation of our named executive officers. III. A non-binding advisory vote on the frequency of executive compensation advisory votes. IV. Ratification of the appointment of EisnerAmper, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. About Interpace Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a Interpace Diagnostics Group, Inc. -- http://www.interpace.com-- is a company that provides molecular diagnostics, bioinformatics and pathology services for evaluation of risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. The Company develops and commercializes genomic tests and related first line assays principally focused on early detection of patients with indeterminate biopsies and at high risk of cancer using the latest technology. Interpace Biosciences reported a net loss of $21.96 million in 2022, a net loss of $14.94 million in 2021, a net loss of $26.45 million in 2020, and a net loss of $26.74 million in 2019. As of June 30, 2023, the Company had $15.94 million in total assets, $31.61 million in total liabilities, $46.54 million in redeemable preferred stock, and a total stockholders' deficit of $62.21 million. INTERPACE BIOSCIENCES: Edward Chan Steps Down from Board -------------------------------------------------------- Interpace Biosciences disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that on Nov. 15, 2023, Edward Chan, a Class II director designated by 1315 Capital II, L.P. to the board of directors of Interpace Biosciences, Inc., provided notice to the Company of his resignation from the Board, effective immediately. Chan's notice was not the result of any disagreement with the Company on any matters relating to the Company's operations, policies or practices. About Interpace Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a Interpace Diagnostics Group, Inc. -- http://www.interpace.com-- is a company that provides molecular diagnostics, bioinformatics and pathology services for evaluation of risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. The Company develops and commercializes genomic tests and related first line assays principally focused on early detection of patients with indeterminate biopsies and at high risk of cancer using the latest technology. Interpace Biosciences reported a net loss of $21.96 million in 2022, a net loss of $14.94 million in 2021, a net loss of $26.45 million in 2020, and a net loss of $26.74 million in 2019. As of June 30, 2023, the Company had $15.94 million in total assets, $31.61 million in total liabilities, $46.54 million in redeemable preferred stock, and a total stockholders' deficit of $62.21 million. IRONNET INC: Court OKs DIP Loan from ITC Global ----------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized IronNet, Inc. and affiliates to use cash collateral and obtain postpetition financing, on an interim basis. The Debtors are permitted to borrow up to an aggregate principal amount of $4.5 million under the DIP Facility. The Debtors obtained postpetition financing and other financial accommodations in connection with the debtor-in-possession financing, comprising, among other things, a superpriority senior secured facility which consists of a multi-draw credit loan facility in an aggregate principal amount of up to $10 million, which will be made available to the Debtors (i) upon entry of the Final Order, in a roll up of the approximately $1.5 million in outstanding Prepetition Bridge Facility Obligations in accordance with the terms of the Superpriority Secured Debtor-in-Possession Credit Facility Term Sheet as modified by the Interim Order, (ii) up to $3 million in accordance with the terms substantially set forth in the DIP Term Sheet, as modified by the Interim Order, upon entry of the Interim Order, and (iii) the remaining principal amount available under the DIP Facility in accordance with the terms of the DIP Documents upon entry of the Final Order to be funded by ITC Global Advisers, LLC and an affiliate of C5. The Debtors are required to comply with these milestones: (a) No later than October 11, 2023, the Petition Date will have occurred; (b) No later than the date that is three calendar days following the Petition Date (or if such third day is not a business day, the first succeeding business day thereafter), the Bankruptcy Court will have entered an interim order approving the DIP Facility; (c) No later than the date that is 15 business days following the Petition Date (or if such third day is not a business day, the first succeeding business day thereafter), the Debtors will have (i) filed a motion, in form and substance acceptable to the DIP Facility Agent, requesting entry of an order approving procedures for the post-petition marketing of the Debtors' assets or reorganized equity to determine if a higher and better offer can be obtained to "top" the proposed treatment under an Acceptable Plan; (d) No later than the date that is 35 calendar days following the Petition Date, the Bankruptcy Court will have entered the Sale Procedure Order and a final order approving the DIP Facility; and (e) No later than the date that is 65 days following the entry of the Interim Order, the Debtors will have conducted an auction for the Sale (if necessary) and selected the successful bidder and/or identified an alternate plan sponsor providing higher and better treatment and consistent with the Debtors fiduciary duties; (f) No later than the date that is 90 days following the entry of the Interim Order, the Bankruptcy Court will have entered an order approving the Sale or order confirming the Plan of Reorganization; and (g) On or before the date that is 105 days after the Petition Date, provided that the Bankruptcy Court has waived the stay imposed by Bankruptcy Rule 6004(h), or such later date to which the DIP Facility Agent consents in writing in its sole discretion, the Sale will be closed. The DIP facility is due and payable through the earliest of: (a) The date which is 180 days after the Petition Date, unless extended by agreement of the DIP Facility Agent; (b) The effective date of any chapter 11 plan confirmed in any of the Chapter 11 Cases; (c) The entry of an order for the dismissal or conversion to chapter 7 of any of the Chapter 11 Cases; (d) The closing of a sale of all or substantially all assets or equity of the Loan Parties; or (e) The date of any Event of Default under the DIP Credit Agreement or any of the DIP Documents and the election of the DIP Facility Agent to terminate the DIP Facility commitments following such Event of Default and the expiration of all applicable notice and cure periods. On December 2022, April 2023, May 2023, and August 2023, IRNT issued and sold senior secured promissory notes in an aggregate principal amount of $8.475 million to a total of eight lenders, which included seven lenders who are either Company directors or entities affiliated with Company directors. As of the Petition Date, IRNT is party to these senior secured convertible promissory notes issued to C5 Space Data LP or affiliates of C5: i. The Amended and Restated Senior Secured Convertible Promissory Note, dated as of January 11, 2023, issued by IRNT, in favor of C5 Space Data LP in the aggregate principal amount of $2 million, which amends and restates the Senior Secured Promissory, dated as of December 30, 2022, issued by the Company in favor of C5; ii. The Senior Secured Convertible Promissory Note, dated as of January 12, 2023, issued by IRNT in favor of C5 in the aggregate principal amount of $3 million; iii. The Senior Secured Convertible Promissory Note, dated as of February 8, 2023, issued by IRNT in favor of C5 Cyber Partners II SCSP RAIF in the aggregate principal amount of $4 million; iv. The Senior Secured Convertible Promissory Note, dated as of February 27, 2023, issued by IRNT in favor of C5 Transatlantic Investors LP in the aggregate principal amount of $2.250 million; v. The Senior Secured Convertible Promissory Note, dated as of April 13, 2023, issued by IRNT in favor of Ferrous Investors LP in the aggregate principal amount of $595,000; vi. The Senior Secured Convertible Promissory Note, dated as of May 2, 2023, issued by INRT in favor of C5 Ferrous in the aggregate principal amount of $850,000; vii. The Senior Secured Convertible Promissory Note, dated as of May 8, 2023, issued by IRNT in favor of C5 Ferrous in the aggregate principal amount of $400,000; viii. The Senior Secured Convertible Promissory Note, dated as of July 11, 2023, issued by IRNT in favor of C5 Ferrous in the aggregate principal amount of $1.750 million; and ix. The Senior Secured Promissory Note, dated as of September 22, 2023, issued by IRNT in favor of C5 Ferrous in the aggregate principal amount of $300,000. As of the Petition Date, approximately $25.3 million of indebtedness under the Prepetition Secured Notes was outstanding, which amount is comprised of an amount not less than $23.8 million in principal amount and accrued and unpaid interest, premiums, and fees in the amount of not less than $1.5 million. Pursuant to the DIP Term Sheet and the applicable documentation, Ferrous Investors LP, an affiliate of C5, as bridge lender, advanced $1.244 million to the Debtors on October 10, 2023 and $256,000 to the Debtors on October 11, 2023 to allow for the orderly transition of the Debtors into these Chapter 11 cases. The Debtors require the DIP Facility and use of cash collateral to (i) permit the continuation of their businesses and maximize and preserve their going concern value, (ii) satisfy payroll obligations and other working capital and general corporate purposes of the Debtors consistent with the terms set forth in the DIP Documents and the Budget, (iii) provide adequate protection to the Prepetition Secured Creditors, (iv) pay fees and expenses related to the DIP Documents and these chapter 11 cases, and (v) for such other purposes as set forth in, or otherwise permitted by, the DIP Documents. As adequate protection, the Prepetition Secured Creditors are granted valid, binding, enforceable and perfected replacement liens on and security interests in the DIP Collateral. To the extent of Diminution, the Prepetition Secured Creditors are further granted an allowed superpriority administrative claim, pursuant to 11 U.S.C. section 507(b), with priority over all administrative expense claims and priority and other unsecured claims against the Debtors or their estates. These events constitute an "Event of Default": a. Conversion of any of these chapter 11 cases to a case under Chapter 7 of the Bankruptcy Code; b. Dismissal of any of these chapter 11 cases; c. Appointment of a trustee under section 1104 of the Bankruptcy Code; d. Appointment of an examiner with expanded or enlarged powers under 11 U.S.C. section 1106(b); e. Failure by the Debtors to make any payment under the DIP Facility when due; f. A Budget variance will exceed the Variance Limit; g. Failure by the Debtors to comply with its obligations thereunder or under the DIP Documents; and h. Failure to comply with a Milestone. A final hearing on the matter is set for November 28, 2023. A copy of the order is available at https://urlcurt.com/u?l=7rOlF0 from PacerMontor.com. About IronNet Founded in 2014 and headquartered in McLean, Va., IronNet, Inc. (NYSE: IRNT) -- https://www.ironnet.com/ -- is a global cybersecurity company that is transforming how organizations secure their networks by delivering the first-ever collective defense platform operating at scale. Employing a number of former NSA cybersecurity operators with offensive and defensive cyber experience, IronNet integrates deep tradecraft knowledge into its industry-leading products to solve the most challenging cyber problems facing the world today. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11710) on October 12, 2023. In the petition signed by Cameron Pforr, president and chief financial officer, IronNet, Inc. disclosed $77,389 in assets and $33,833,108 in liabilities. Debtor IronNet Cybersecurity, Inc. listed $10 million to $50 million in estimated assets and $50 million to $100 million in estimated liabilities. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel, Arnold & Porter Kaye Scholer LLP as general corporate counsel, and Stretto, Inc. as claims, noticing, and solicitation agent. Paul, Weiss, Rifkind, Wharton & Garrison LLP represents the DIP lenders as legal counsel. IRONNET INC: Files Dual-Track Chapter 11 Plan --------------------------------------------- IronNet, Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that on Nov. 20, 2023, the Company and certain of its affiliates filed a proposed Joint Chapter 11 Plan of Reorganization and a related proposed form of Disclosure Statement with the United States Bankruptcy Court for the District of Delaware. The Plan is the product of extensive, vigorous, arm's-length and good-faith negotiations among the Debtors and the Consenting Prepetition Lenders. The Debtors are pursuing on parallel paths both the Restructuring and a Sale Transaction. Any Sale Transaction may be implemented pursuant to the Plan and the Confirmation Order or pursuant to a separate 363 Sale Order. The Debtors may sell all or substantially all of their assets or the Reorganized IronNet Equity in a Sale Transaction under the Plan or a 363 Sale Order, in which case the proceeds thereof shall be distributed in accordance with the applicable provisions of the Plan, the Debtors will be wound down, and the Restructuring will not occur. If the Debtors do not sell all or substantially all of their assets or the Reorganized IronNet Holdings Equity under the Plan or a 363 Sale Order, they will consummate the Restructuring. In the event of a Restructuring, the Plan will allow the Debtors to strengthen their balance sheet and will also ensure that the Debtors continue to operate as a going concern. IronNet Secured Note Claims On the Effective Date, Holder of an Allowed IronNet Secured Note Claim shall receive, in full and final satisfaction of its Allowed IronNet Secured Note Claim: * In the event of a Restructuring, its Pro Rata Share of the New Common Equity in Reorganized IronNet; or * In the event of a Sale Transaction, except as otherwise provided in and giving effect to any applicable Sale Order, its Pro Rata Share of (1) Cash held by the Debtors immediately following consummation less, (2) without duplication, (a) the Cash to be distributed to Holders of Allowed DIP Facility Claims, Allowed General Administrative Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, and Allowed Other Secured Claims as provided, (b) the amount required to fund the Professional Fee Escrow Account, and (c) the Wind-Down Budget. * These Claims are Impaired under the Plan and are entitled to vote. IronNet General Unsecured Claims Except to the extent previously paid during the Chapter 11 Cases or such Holder agrees to less favorable treatment, each Holder of an Allowed IronNet General Unsecured Claim shall receive, in full and final satisfaction of and in exchange for each such Claim, its Pro Rata Share of the Class 4 Lump Sum Payment. * These Claims are Impaired under the Plan and are entitled to vote. * OpCo Secured Note Claims. On the Effective Date, each Holder of an Allowed OpCo Secured Note Claim shall receive, in full and final satisfaction of its Allowed IronNet Secured Note Claim: * In the event of a Restructuring, its Pro Rata Share of the New Common Equity in Reorganized IronNet; or * In the event of a Sale Transaction, except as otherwise provided in and giving effect to any applicable Sale Order, its Pro Rata Share of (1) Cash held by the Debtors immediately following consummation less, (2) without duplication, (a) the Cash to be distributed to Holders of Allowed DIP Facility Claims, Allowed General Administrative Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, and Allowed Other Secured Claims as provided, (b) the amount required to fund the Professional Fee Escrow Account, and (c) the Wind Down Budget. * These Claims are Impaired under the Plan and are entitled to vote. OpCo General Unsecured Claims On the Effective Date, except to the extent that a Holder of an Allowed OpCo General Unsecured Claim and the Debtors or Reorganized Debtors, as applicable, agree to less favorable treatment for such Holder, and in full and final satisfaction of its Allowed OpCo General Unsecured Claim, the legal, equitable, and contractual rights of the Holders of any Allowed OpCo General Unsecured Claim shall be unaltered by the Plan. On and after the Effective Date, the Reorganized Debtors or the Plan Administrator, as applicable, shall continue to satisfy, dispute, pursue, or otherwise reconcile each OpCo General Unsecured Claim in the ordinary course of business. * These Claims are Unimpaired under the Plan and are not entitled to vote (deemed to accept). * OpCo Other Unsecured Claims. Except to the extent previously paid during the Chapter 11 Cases or such Holder agrees to less favorable treatment, each Holder of an Allowed OpCo Other Unsecured Claim shall receive, in full and final satisfaction of and in exchange for each such Claim, its Pro Rata Share of the Class 7 Lump Sum Payment. * These Claims are Impaired under the Plan and are entitled to vote. Although the Debtors intend to pursue the Restructuring in accordance with the terms set forth in the Proposed Plan, there can be no assurance that the Proposed Plan will be approved by the Bankruptcy Court or that the Debtors will be successful in consummating the Restructuring or any other similar transaction on the terms set forth in the Proposed Plan, on different terms or at all. Bankruptcy law does not permit solicitation of acceptances of a proposed Chapter 11 plan of reorganization until the Bankruptcy Court approves a disclosure statement relating to the Proposed Plan. Accordingly, neither the Debtors' filing of the Proposed Plan and Proposed Disclosure Statement, nor this Current Report on Form 8-K, is a solicitation of votes to accept or reject the Proposed Plan. Any such solicitation will be made pursuant to and in accordance with applicable law, including orders of the Bankruptcy Court. The Proposed Disclosure Statement is being submitted to the Bankruptcy Court for approval but has not been approved by the Bankruptcy Court to date. Full-text copies of the Proposed Plan and the Proposed Disclosure Statement are available at https://tinyurl.com/ftw78xpc and https://tinyurl.com/5486x59w About IronNet Inc. Founded in 2014 and headquartered in McLean, VA, IronNet, Inc. (NYSE: IRNT) -- www.ironnet.com -- is a global cybersecurity company that is transforming how organizations secure their networks by delivering the first-ever collective defense platform operating at scale. Employing a number of former NSA cybersecurity operators with offensive and defensive cyber experience, IronNet integrates deep tradecraft knowledge into its industry-leading products to solve the most challenging cyber problems facing the world today. IronNet reported a net loss of $111.01 million for the fiscal year ended Jan. 31, 2023, compared to a net loss of $242.65 million for the fiscal year ended Jan. 31, 2022. As of Jan. 31, 2023, the Company had $33.66 million in total assets, $68.38 million in total liabilities, and a total stockholders' deficit of $34.72 million. IronNet, Inc., and four affiliates, including IronNet Cybersecurity, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-11710) on Oct. 12, 2023. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP as bankruptcy counsel; and ARNOLD & PORTER KAYE SCHOLER LLP as corporate counsel. CAPSTONE CAPITAL MARKETS LLC is the Debtors' investment banker. STRETTO, INC., is the claims agent. JLK CONSTRUCTION: Unsecureds Owed $7.5M to Get 5% Under Plan ------------------------------------------------------------ JLK Construction, LLC, submitted an Initial Disclosure Statement, dated November 15, 2023. The Debtor intends to remain in business and to pay monies to creditors. General unsecured creditors are placed in Class 7 and will receive a distribution of 5% of their allowed claim, to be distributed in monthly payments, over 10 years plus a percentage of recoveries from lawsuits. Under the Plan, Class 7 General Unsecured Claims has a total amount of claims scheduled of $7,559,945. Total unsecured claims filed to date amount to $5,534,790. After comparing filed claims to proofs of claim and reconciling them, JLK estimates reconciled claims in this class to amount to $4,075,989. Creditors belonging to this class hold unsecured claims, claims that are partially undersecured and any rejection claims. Jesse Kagarice's contribution at month 36 for $50,000 will be paid on a pro rata basis to members of this Class. "Based upon unsecured claims of $5,557,692, including Newtek's unsecured claim amount which is estimated and its actual unsecured claim amount may be higher than estimated. Assuming no recovery from the lawsuits, then the claims are paid at 5% over the 10-year plan. No payments are scheduled in Jan and Feb of each year, to account for cash flow dips resulting from seasonality due to weather. Monthly payments begin in month 7, and in years 1-3 are $1287, years 4-5 are $2,058, and years 6-10 are $4,117. Total unsecured payments are $277,884. JLK will endeavor to pay from recoveries from these lawsuits, after payment of legal fees, monies to the Debtor, 50% of the recoveries to this class. Table 3 to the projection shows that if the Debtor recovers $2 million on this action, the return to this class would be $1million. The actual amount paid to members of this Class depends on legal fees so the percent paid may be higher or lower than 50%. * The Debtor will not distribute any monies to the defendants on account of any claims pending conclusion of adversary actions against them. * Table 3 in the projection provides illustrative examples depending on the dollar amount of the recoveries, then the funds will be distributed as stated above. The table also reflects the potential increased percentages to members of this class. * Any creditor in this class asserting a right to attorneys' fees and costs must, within 20 days following entry of the order confirming the Plan, either file a motion for allowance of fees and costs or must file a stipulation with the Debtor as to the amount of fees and costs. The failure to timely do so will result in the disallowance of any claim for attorneys' fees and costs through the Plan's Effective Date. * For creditor claim payments where payments in a given month would be less than $25.00, these claims willl be paid quarterly in the 3rd month of each quarter. * The Debtor anticipates filing additional actions post-Effective Date against additional parties. If a litigation ceases and the Debtor owes monies to a creditor/defendant, the Debtor will then pay to that creditor monies owed to it as a member of this class. Payments to these creditors will be set aside and held by the Debtor. Class 7 is impaired. Class 8 General insider unsecured claims of Cindy Kagarice total $6,000. Creditor will receive one payment of $100. Class 8 is impaired. Payments and distributions under the Plan will be funded by the following: * Funding on the Effective Date will be funded from the cash on hand from operations and by new value monies contributed. * Funding after the Effective Date. These funds will be obtained from: (a) any and all remaining cash retained by the Reorganized Debtor after the Effective Date; (b) Cash generated from the post-Effective Date operations of the reorganized Debtor; and © contributions which the Reorganized Debtor obtains from its equity holder. Counsel for the Debtor: Steven R. Fox, Esq. THE FOX LAW CORPORATION, INC. 17835 Ventura Blvd., Suite 306 Encino, CA 91316 Tel: (818) 774-3545 E-mail: srfox@foxlaw.com -and- Colin N. Gotham, Esq. EVANS & MULLINIX, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Tel: (913) 962-8700; Fax: (913) 962-8701 E-mail: cgotham@emlawkc.com A copy of the Disclosure Statement dated November 15, 2023, is available at https://tinyurl.ph/EuDFl from PacerMonitor.com. About JLK Construction JLK Construction, LLC, moves dirt, excavates dirt and does basic concrete flatwork. It is a union shop. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-50034) on Feb.y 13, 2023. In the petition signed by Jesse L. Kagarice, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Brian T. Fenimore oversees the case. Colin N. Gotham, Esq., at Evans and Mullinix, P.A., and Steven R. Fox, Esq., at The Fox Law Corp., Inc., represent the Debtor as legal counsel. Newtek Small Business Finance, LLC, as lender, is represented by Jonathan A. Margolies, Esq. KALERA INC: Court Okays Liquidating Bankruptcy Plan --------------------------------------------------- Alex Wolf of Bloomberg Law reports that Vertical farming company Kalera Inc. won approval to wind down in bankruptcy and create a liquidating trust for unsecured creditors following a sale of its assets to private equity lender Sandton Capital Partners. Orlando, Florida-based Kalera, an indoor grower of leafy greens that fell into bankruptcy this 2023, ran a successful Chapter 11 case and is entitled to wrap up its insolvency proceedings, Judge Christopher Lopez of the US Bankruptcy Court for the Southern District of Texas said at a hearing Tuesday, November 21, 2023. About Kalera Inc. Kalera Inc. is a vertical farming company in Aurora, Colo. It utilizes proprietary technology and plant and seed science to sustainably grow local, delicious, nutrient-rich, pesticide-free, non-GMO leafy greens year-round. Kalera sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90290) on April 4, 2023. In the petition filed by its chief restructuring officer, Mark Shapiro, the Debtor estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Judge David R. Jones oversees the case. The Debtor tapped Baker & Hostetler, LLP as bankruptcy counsel and GlassRatner Advisory & Capital Group, LLC as restructuring advisor. Mark Shapiro of GlassRatner serves as the Debtor's chief restructuring officer. BMC Group, Inc. is the Debtor's claims agent. On April 19, 2023, the Office of the United States Trustee for Region 7 appointed an official committee of unsecured creditors. The committee tapped Dykema Gossett, PLLC as bankruptcy counsel and Reid Collins & Tsai, LLP as special counsel. KDC AGRIBUSINESS: Seeks Chapter 7 Conversion Amid IP Suit --------------------------------------------------------- Clara Geoghegan of Law360 reports that food recycling company KDC Agribusiness LLC has run out of money to fund its Chapter 11 proceeding after an ongoing lawsuit spoiled its debtor-in-possession funding and asset sale plans, the company told a Delaware bankruptcy court, asking it to convert the case to Chapter 7 liquidation. According to court filings, to date the Debtors have been unable to favorably resolve the overhang on their sale process caused by the unresolved trade secret litigation between the Debtors and CSS. As a result, and in light of the Court's ruling to lift the automatic stay and permit CSS to pursue its trade secret claims against the Debtors in the Chancery Court, the DIP Secured Parties became, and remain, unwilling to advance any additional funds under the DIP Facility. In the three months since the Court's entry of the Lift-Stay Order, the Debtors and their advisors have worked tirelessly to broker a viable path forward in the Chapter 11 Cases with its various stakeholders, including their DIP Lenders and CSS. These efforts resulted in the executed Purchase Agreement. Under the terms of the Purchase Agreement, the Debtors would have received $2.5 million from NewCo (as defined in the Purchase Agreement) that the Debtors believe would have covered allowed administrative expense claims incurred through the anticipated closing of the transaction with the Purchaser (the "Brand Assets Sale Transaction"). On Nov. 13, 2023, the Court entered its Preliminary Observations regarding the Brand Assets Sale Transaction. In light of the Court's statements, the Debtors have been unable to achieve consensus among interested parties regarding a path forward on the Brand Assets Sale Transaction. With no prospects for a consensual sale of the Brand Assets and extremely limited liquidity, the Debtors have concluded that they can no longer maintain these Chapter 11 Cases in a responsible manner. Accordingly, the Debtors believe it is in the best interests of their estates to convert the Chapter 11 Cases to a chapter 7 liquidation so that a chapter 7 trustee can complete the wind-down of the estates. About KDC Agribusiness KDC Agribusiness, LLC, is a food waste recycler company in Bedminster, N.J. KDC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10786) on June 16, 2023. In the petition signed by David Buffa, general counsel and corporate secretary, KDC disclosed $100 million to $500 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the case. The Debtors tapped John H. Knight, Esq., at Richards, Layton and Finger, P.A. as bankruptcy counsel; Foley & Lardner, LLP and Okin Hollander, LLC as special counsels; AlixPartners, LLP as financial restructuring advisor; and Jefferies, LLC as investment banker. Kurtzman Carson Consultants, LLC is the Debtor's claims agent and administrative advisor. KOFFLER PROPERTIES: Gets OK to Hire David Johnston as Counsel ------------------------------------------------------------- Koffler Properties, LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of California to hire David Johnston, Esq., a practicing attorney in California, to handle its Chapter 11 case. Mr. Johnston's services include: (a) Advising the Debtor about its rights, powers and obligations in its Chapter 11 case and in the management of its estate; (b) Taking necessary action to enforce the automatic stay and to oppose motions for relief from the automatic stay; (c) Taking necessary action to recover and avoid any preferential or fraudulent transfers and to exercise the Debtor's strong-arm powers; (d) Appearing with the Debtor's managing member at the meeting of creditors, status conference, and other hearings held before the court; (e) Reviewing and if necessary, objecting to proofs of claim; (f) Taking steps to obtain court authority for the sale or refinancing of assets if necessary; (g) Preparing a plan of reorganization and taking all steps necessary to bring the plan to confirmation, if possible; and (h) Representing the Debtor in all adversary proceedings in the court where it is a party. The attorney will be compensated at $400 per hour. As disclosed in court filings, Mr. Johnston is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Mr. Johnston can be reached at: David C. Johnston, Esq. Attorney at Law 1600 G Street, Suite 102 Modesto, CA 95354 Phone: (209) 579-1150 Fax: (209) 900-9199 Email: david@johnstonbusinesslaw.com About Koffler Properties Koffler Properties LLC, a company in Sacramento, Calif., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-23380) on Sept. 27, 2023, with $1 million to $10 million in both assets and liabilities. Lisa Holder, Esq., a practicing attorney in Bakersfield, Calif., has been appointed as Subchapter V trustee. Judge Christopher M. Klein oversees the case. David C. Johnston, Esq., is the Debtor's legal counsel. LEGACY-XSPIRE: 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 Legacy-Xspire Holdings, LLC, according to court dockets. About Legacy-Xspire Holdings Legacy-Xspire Holdings, LLC, a company in Tampa, Fla., filed Chapter 11 petitions (Bankr. M.D. Fla. Lead Case No. 23-04251) on Sept. 26, 2023. At the time of the filing, Legacy-Xspire reported $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Roberta A. Colton oversees the cases. Steven M. Berman, Esq., at Shumaker, Loop & Kendrick, LLP is the Debtors' legal counsel. LEMONKIND LLC: Unsecureds Will Get 100% in Subchapter V Plan ------------------------------------------------------------ LemonKind LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization under Subchapter V dated November 13, 2023. The Debtor is a Florida limited liability company that sells health-centered beverages and dietary supplements. Its principal place of business is located at 836 Anacapa Street, Unit 22955, Santa Barbara, CA 93105. The Debtor was founded in 2014 by Ms. Irene Rojas Stanbury, who is also the Debtor's Chief Executive Officer and its owner. The financial distress that led to the present reorganization surfaced only after a period of significant growth and stability. Challenges began in 2021 when a third-party fulfillment center who misrepresented their capabilities leading to costly disruptions in inventory management and compromising customer relations. Thereafter, the Debtor recognized the need for greater control over its inventory and made the decision to lease its own warehouse. The Debtor's distress was further exacerbated by soaring labor costs, increased packaging expenses, and a dip in discretionary spending due to the economic downturn. The Debtor soon realized that, because of the lost revenue, it could not sustain the business expenses that were becoming due. On August 14, 2023, the Debtor initiated the case by filing its voluntary petition for reorganizational relief under Subchapter V. The Financial Projections show that, as of the Effective Date, all of the PDI for the Relevant Income Period will be applied to make payments under this Plan. The Financial Projections show the Debtor will be able to make all payments under this Plan. By including self-executing default provisions which provide an alternate means for paying creditors no less than they would receive if the Debtor were liquidated, this Plan also provides appropriate remedies in the event payments are not made. During the Relevant Income Period, this Plan proposes to pay creditors of the Debtor from the Debtor's revenue to promote the continuation, preservation, or operation of the business of the Debtor. Class 6 consists of General Unsecured Claims. Beginning on the first day of the first calendar month after the Effective Date, and continuing every month thereafter, the Class shall receive a pro rata monthly distribution collectively totaling the Debtor's PDI for the month immediately preceding such payment, after payment of administrative expense claims and priority tax claims. This Class shall be paid every month until their allowed claims are paid in full, or 30 days after the Relevant Income Period expires, whichever is earlier. The Debtor anticipates a 100% distribution to Class 6 creditors. This Class is impaired by this Plan, and is entitled to vote on this Plan. Class 7 consists of Equity Security Holders. Ms. Stanbury is the sole Equity Security Holder. Equity Security Holders shall retain their interest in the Debtor. Other than the ordinary course wages paid to Ms. Stanbury, no distributions or dividends shall be made by the Debtor to the Equity Security Holder until the earlier of: (i) the end of the life of this Plan; or (ii) such time as all allowed Class 6 claims are paid in full. Payments required under this Plan will be funded from revenues generated by the Debtor's continued operations. A full-text copy of the Subchapter V Plan dated November 13, 2023 is available at https://urlcurt.com/u?l=AxTfvk from PacerMonitor.com at no charge. Debtor's Counsel: Mike Dal Lago, Esq. DAL LAGO LAW 999 Vanderbilt Beach Rd. Suite 200 Naples FL 34108 Tel: 239-571-6877 E-mail: mike@dallagolaw.com About LemonKind LLC LemonKind LLC manufactures and distributes a wide array of health conscious functional beverages and other nutraceutical snacks and foods. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00933) on August 14, 2023. In the petition signed by Irene Rojas Stanbury, CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. Mike Dal Lago, Esq., at Dal Lago Law, is the Debtor's legal counsel. LIGHTHOUSE IMMERSIVE: No Rival Offers to SCS's $4 Mil. Bid ---------------------------------------------------------- Emily Lever of Law360 reports that bankrupt Canadian light show company Lighthouse Immersive Inc. Nov. 16, 2023, told a Delaware court it would seek approval for a $4 million sale of its assets to prepetition and debtor-in-possession lender SCS Financial, having received no other bids by the bid deadline. About Lighthouse Immersive Lighthouse Immersive Inc. is a Canadian company behind the Immersive Van Gogh exhibition. Lighthouse's website says it operates in 21 cities in North America and has sold more than 7 million tickets to its exhibitions. With Lighthouse Immersive USA Inc. facing a confession of judgment in the amount of US$16.6 million, Lighthouse Immersive Inc. and its affiliates convened proceedings before the Superior Court of Justice (Commercial List) in Ontario, Canada in the proceeding captioned under Court File No. CV-23-00703509-00CL under Canada's Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA"). An initial order was entered on July 27, 2023. Lighthouse Immersive Inc. sought relief under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11021) on July 28, 2023. The Honorable Bankruptcy Judge Laurie Selber Silverstein handles the case. The Debtor is represented by: Derek C. Abbott, Esq. Morris, Nichols, Arsht & Tunnell Tel: 302-658-9200 E-mail: dabbott@mnat.com LIVEONE INC: Incurs $7.6 Million Net Loss in Second Quarter ----------------------------------------------------------- LiveOne, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributed to the company of $7.58 million on $28.53 million of revenue for the three months ended Sept. 30, 2023, compared to a net loss attributed to the company of $3.41 million on $23.53 million of revenue for the three months ended Sept. 30, 2022. For the six months ended Sept. 30, 2023, LiveOne reported a net loss attributed to the company of $8.07 million on $56.29 million of revenue compared to a net loss attributed to the company of $2.06 million on $46.75 million of revenue for the same period in 2022. As of Sept. 30, 2023, the Company had $65.40 million in total assets, $57.08 million in total liabilities, $4.83 million in mezzanine equity, and $3.49 million in total equity. LiveOne stated, "The Company's principal sources of liquidity have historically been its debt and equity issuances and its cash and cash equivalents (which cash, cash equivalents and restricted cash amounted to $3.8 million as of September 30, 2023). As reflected in its interim unaudited condensed consolidated financial statements included elsewhere herein, the Company has a history of losses, incurred a net loss of $8.4 million for the six months ended September 30, 2023, and used cash of $0.1 million in operating activities for the six months ended September 30, 2023 and had a working capital deficiency of $20.4 million as of September 30, 2023. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern within one year from the date that these financial statements are filed." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1491419/000143774923032626/lvo20230930_10q.htm About LiveOne Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ: LVO) (formerly known as LiveXLive Media, Inc.) is a creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. LiveOne reported a net loss of $10.02 million for the year ended March 31, 2023, compared to a net loss of $43.91 million for the year ended March 31, 2022. As of March 31, 2023, the Company had $65.89 million in total assets, $62.07 million in total liabilities, $4.83 million in redeemable convertible preferred stock, and a total stockholders' deficit of $1.01 million. Los Angeles, CA-based Macias Gini & O'Connell LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated June 29, 2023, citing that the Company has suffered recurring losses from operations, negative cash flows from operating activities and has a net capital deficiency. These matters raise substantial doubt about the Company's ability to continue as a going concern. LTL MANAGEMENT: Birchfield Says 3rd Ch. 11 Won't Resolve Claims --------------------------------------------------------------- Beasley Allen's Andy Birchfield said in an article that a third Johnson & Johnson bankruptcy attempt won't resolve victims' talc claims. He says if J&J attempts a third bankruptcy, plaintiffs' attorneys will continue to fight for maximum compensation for thousand of claimants allegedly injured by the company's talc products. "In my many years as an attorney seeking to protect consumers from defective products, I've never felt a responsibility as heavy as the one I bear for the thousands of women suffering from ovarian cancer and mesothelioma, conditions linked to Johnson & Johnson's tainted talc products. The profound pain and suffering they and their families endure is immeasurable. "Dozens of peer-reviewed scientific studies have revealed the correlation between talc use and these devastating diseases, with evidence pointing to the disturbing presence of asbestos, a notorious carcinogen, within talc. "Rather than acknowledge the mounting scientific evidence and provide fair compensation to the victims, J&J resorted to evasion and legal trickery. "By adopting the disreputable and now notorious Texas Two-Step bankruptcy strategy, J&J did a major disservice to both victims and J&J shareholders. "If the company's bankruptcy scheme had succeeded, it would've been a gross miscarriage of justice. Victims would be robbed of their rightful day in court and forced to accept grossly inadequate compensation. "This maneuver by J&J was a gamble on perceived vulnerabilities within our multi-district litigation system. The wheels of justice often turn slowly, and J&J's bankruptcy strategy brought the process to a screeching halt. "J&J expected cancer victims and families would lose heart and capitulate to a pennies-on-the-dollar offer of compensation. But the company underestimated their resolve. "Our commitment is unwavering. Our duty as attorneys is to seek justice for those wronged. During our long legal battle, we have continuously engaged in discussions with J&J to find a fair settlement for the victims. It's now clear that J&J is unwilling to negotiate in good faith as long as it has the weapon of bankruptcy -- stopping all jury trials -- at its disposal. This is evident from J&J's first two bankruptcy endeavors. "Bankruptcy is designed as a haven for businesses genuinely struggling and seeking a fresh start. But it becomes a means to evade responsibility when weaponized by immensely profitable corporations such as J&J. Such entities misuse the powerful tools that bankruptcy provides, bypassing the checks and balances of a jury trial. "This absence of accountability allows them to act with increasing impunity, disregarding the very lives their products have devastated. In the hands of behemoths such as J&J, bankruptcy morphs into abuse of the legal protections upon which we all rely. "With J&J signaling a third bankruptcy filing, we should draw a line in the sand and commit to never again negotiate in bankruptcy on behalf of these deserving cancer victims. "They and their families deserve better than for us to accede to negotiate in an arena where the corporate giant has all the advantages. Now is the time to redouble our efforts to reach a just and fair resolution outside of bankruptcy. We must "bomb the bridges and burn ships" in our quest for justice. "By remaining steadfast, we can challenge and triumph over corporations that value their bottom lines more than the people their products impact. "For every victim, for every grieving family, and in the pursuit of a just world where corporate accountability isn't just a phrase but a practice, we will stand undeterred. The tenets of our civil justice system demand that we do no less." About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. Re-Filing of Chapter 11 Petition On Jan. 30, 2023, a panel of the Third Circuit issued an opinion directing the Court to dismiss the 2021 Chapter 11 case on the basis that it was not filed in good faith. Although the Third Circuit panel recognized that the Debtor "inherited massive liabilities" and faced "thousands" of future claims, it concluded that the Debtor was not in financial distress before the filing. On March 22, 2023, the Third Circuit entered an order denying the Debtor's petition for rehearing. The Third Circuit entered an order denying LTL's stay motion on March 31, 2023, and, on the same day, issued its mandate directing the Bankruptcy Court to dismiss the 2021 Chapter 11 Case. The Bankruptcy Court entered an order dismissing the 2021 Case on April 4, 2023. Johnson & Johnson on April 4, 2023, announced that its subsidiary LTL Management LLC (LTL) has re-filed for voluntary Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain approval of a reorganization plan that will equitably and efficiently resolve all claims arising from cosmetic talc litigation against the Company and its affiliates in North America. In the new filing, J&J said it has agreed to contribute up to a present value of $8.9 billion, payable over 25 years, to resolve all the current and future talc claims, which is an increase of $6.9 billion over the $2 billion previously committed in connection with LTL's initial bankruptcy filing in October 2021. LTL also has secured commitments from over 60,000 current claimants to support a global resolution on these terms. MARIO THE BAKER: 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 Mario The Baker Downtown, Inc., according to court dockets. About Mario the Baker Downtown Mario the Baker Downtown, Inc. filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 23-18594) on Oct. 20, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Tarek Kiem, Esq., at Kiem Law, PLLC has been appointed as Subchapter V trustee. Judge Laurel M. Isicoff oversees the case. Thomas L. Abrams, Esq., represents the Debtor as legal counsel. MIRACLE HILL: 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 Miracle Hill Nursing and Rehabilitation Center, Inc., according to court dockets. About Miracle Hill Nursing and Rehabilitation Center Miracle Hill Nursing and Rehabilitation Center, Inc. filed Chapter 11 petition (Bankr. N.D. Fla. Case No. 23-40398) on Oct. 12, 2023, with up to $10 million in both assets and liabilities. Chris A. Burney, president, signed the petition. Judge Karen K. Specie oversees the case. The Debtor tapped Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Poster, PA as bankruptcy counsel and James D. Gibson, Esq., at Gibson Kohl, PL as special litigation counsel. MIRAFLORES COMMUNITY: Seeks to Hire Farsad Law Office as Counsel ---------------------------------------------------------------- Miraflores Community DevCo, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Farsad Law Office, P.C. as legal counsel. The firm's services include: a. Advising the Debtor with respect to its powers and duties in the continued operation of its business and management of its property; b. Taking necessary actions to avoid any liens against the Debtor's property, if needed; c. Assisting, advising and representing the Debtor in consultations with creditors regarding the administration of its Chapter 11 case, including the creditors holding liens on the property; d. Taking actions to stay foreclosure proceedings against any property of the Debtor; e. Preparing legal papers; f. Preparing a disclosure statement and plan of reorganization, and representing the Debtor at court hearings; g. Assisting, advising and representing the Debtor in any manner relevant to a review of any contractual obligations, and asset collection and dispositions; h. Preparing documents relating to the disposition of assets; i. Advising the Debtor on finance and finance-related matters and transactions relating to the sale of the Debtor's assets; j. Assisting, advising and representing the Debtor in any issues associated with the acts, conduct, assets, liabilities and financial condition of the Debtor, and any other matters relevant to the Debtor's Chapter 11 case or to the formulation of the plan; k. Assisting, advising and representing the Debtor in the negotiation, formulation, preparation and submission of the plan; l. Obtaining court approval for the disclosure statement and solicitation of ballots for plan confirmation; and m. Other necessary legal services. The hourly rates charged by the firm's attorneys are as follows: Arasto Farsad $350 per hour Nancy Weng $350 per hour Paralegals $100 per hour In addition, the firm will seek reimbursement for work-related expenses incurred. As disclosed in court filings, the attorneys at Farsad Law Office are "disinterested" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Arasto Farsad, Esq. Nancy Weng, Esq. Farsad Law Office, P.C. 1625 The Alameda, Suite 525 San Jose, CA 95126 Tel: 408-641-9966 Fax: 408-866-7334 Emails: farsadlaw1@gmail.com nancy@farsadlaw.com About Miraflores Community DevCo Miraflores Community DevCo, LLC, a company in San Leandro, Calif., filed Chapter 11 petition (Bankr. N.D. Cal. Case No. 23-41241) on Sept. 27, 2023, with $10 million to $50 million in both assets and liabilities. Judge Charles Novack oversees the case. Farsad Law Office, P.C., is the Debtor's bankruptcy counsel. NABORS INDUSTRIES: Prices $650MM in Senior Guaranteed Notes ----------------------------------------------------------- Nabors Industries Ltd.'s indirect wholly owned subsidiary, Nabors Industries, Inc. commenced an offering of 9.125% Senior Priority Guaranteed Notes due 2030. On November 15, 2023, Nabors detailed the pricing by NII, announcing an issuance of $650 million aggregate principal amount of 9.125% Senior Priority Guaranteed Notes due 2030. The Notes will bear interest at an annual rate of 9.125% and are being offered to investors at an initial price of 100% of par. The Notes will be fully and unconditionally guaranteed by Nabors and certain of Nabors' indirect wholly-owned subsidiaries consisting of Nabors Drilling Holdings Inc., Nabors Drilling Technologies USA, Inc., Nabors International Finance Inc., Nabors Lux Finance 1 S.a.r.l., Nabors Lux 2 S.a.r.l., Nabors Global Holdings Limited, Nabors International Management Limited, Nabors Holdings Ltd. and Canrig Drilling Technology Canada Ltd. The sale of the Notes to the initial purchasers is expected to close on November 20, 2023, subject to customary closing conditions, and is expected to result in approximately $641 million in net proceeds to Nabors after deducting offering expenses payable by Nabors. The Notes will be senior unsecured obligations of NII and will rank pari passu with NII's existing 7.375% Senior Priority Guaranteed Notes due 2027. The Notes will be guaranteed, jointly and severally, by: (i) Nabors,(ii) each of the subsidiaries that guarantee Nabors' existing 7.25% Senior Guaranteed Notes due 2026 and 7.50% Senior Guaranteed Notes due 2028, and (iii) certain lower-tier subsidiaries of Nabors that guarantee NII's revolving credit facility but do not currently guarantee the Existing Guaranteed Notes. The guarantee of the Notes by the Lower Tier Notes Guarantors will be contractually subordinated in right of payment with respect to the Lower Tier Notes Guarantors' guarantee of the Revolving Credit Facility. Each of the guarantors of the Notes have guaranteed the Existing Senior Priority Guaranteed Notes and will guarantee the Notes on an equal and ratable basis. Nabors intends to use the net proceeds from the offering to retire its outstanding 5.75% senior notes due 2025. The remaining net proceeds will be used for general corporate purposes. As of today's date, there is $474.1 million in aggregate principal of Senior Notes due 2025 outstanding. The Notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended and to persons outside the United States in accordance with Regulation S under the Securities Act and applicable exemptions from registration, prospectus or like requirements under the laws and regulations of the relevant jurisdictions outside the United States. The Notes will not be registered under the Securities Act and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes will also not be registered in any jurisdiction outside of the United States and no action or steps will be taken to permit the offer of the Notes in any such jurisdiction where any registration or other action or steps would be required to permit an offer of the Notes. The Notes will not be offered or sold in any such jurisdiction except pursuant to an exemption from, or in a transaction not subject to, the relevant requirements of laws and regulations of such jurisdictions. About Nabors Nabors Industries Ltd. (NYSE: NBR) owns and operates land-based drilling rig fleets and provides offshore platform rigs in the United States and several international markets. Nabors also provides directional drilling services, tubular services, performance software, and innovative technologies for its own rig fleet and those of third parties. Nabors Industries reported a net loss of $307.22 million in 2022, a net loss $543.69 million in 2021, a net loss of $762.85 million in 2020, a net loss of $680.51 million in 2019, a net loss of $612.73 million in 2018, and a net loss of $540.63 million in 2017. * * * Egan-Jones Ratings Company on May 19, 2023, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Nabors Industries Ltd. NAUTICAL MARINE: Unsecureds Will Get 100% of Claims in Plan ----------------------------------------------------------- Nautical Marine Enterprise, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated November 13, 2023. The Debtor is a marine sales and service company specializing in Suzuki engines. The Debtor also services and sells boats. The Plan proposes to pay creditors of the Debtor from the Debtor's current and future earnings. Unsecured creditors holding allowed claims will receive a 100% distribution of their allowed claim payable over five years without interest. This Plan also provides for the payment of administrative and priority claims under the terms to the extent permitted by the Code or by agreement between the Debtor and the claimant. Class 8 consists of General Unsecured Claims. Claimants will be paid one hundred percent of their allowed claim in sixteen quarterly payments, without interest, with payments commencing on the first day of the first calendar quarter following the anniversary of the Effective Date of the Plan and continuing for a total of sixteen consecutive quarters. Promissory notes will be issued to each creditor in this class with allowed claims to evidence payments, which promissory notes shall be enforceable in any Court of Competent Jurisdiction. The amount of the pro rata distribution will be considered final and binding 30 days after the filing of the Certificate of Substantial Consummation by the Debtor. Equity will retain ownership in the Debtor post-confirmation. No distributions will be made to equity until such time as all payments in Class 8 have been made. Francisco Ferrer Jr. and Tammy Ferrer will continue to manage the Debtor postconfirmation. The Plan will be funded by the continued operations of the Debtor. A full-text copy of the Plan of Reorganization dated November 13, 2023 is available at https://urlcurt.com/u?l=TUl1Z1 from PacerMonitor.com at no charge. Attorney for Debtor: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. Heather M. Reel, Esq. Buddy D. Ford, PA 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Telephone: (813) 877-4669 Email: Buddy@tampaesq.com Jonathan@tampaesq.com Heather@tampaesq.com About Nautical Marine Enterprises Nautical Marine Enterprises, LLC, provides boat engine repair, boat upholstery, fiberglass repair, and boat trailer repair services. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03490) on August 14, 2023. In the petition signed by Francisco Ferrer, Jr., manager, the Debtor disclosed $1,031,820 in total assets and $1,383,423 in total liabilities. Judge Roberta A. Colton oversees the case. Buddy D. Ford, Esq., at BUDDY D. FORD, P.A., is the Debtor's legal counsel. NEO ACCOUNTING: Says Ordinary Income to Fund Plan ------------------------------------------------- Neo Accounting & Tax Services, LLC et al., submitted a Disclosure Statement for Debtors' Plan of Reorganization. During the postpetition period, the Debtors have continued to operate and manage their businesses. During their operation under protection of the Bankruptcy Court, the Debtors also have taken significant steps toward reorganizing their finances. The Debtors reduced operating costs during their chapter 11 case. This enabled the Debtors to pay adequate protection payments to KeyBank NA and pay additional expenses related to their Chapter 11 Case. The Debtors have returned to profitability as shown on Exhibit 3 attached hereto and will be able to make a meaningful distribution to its unsecured creditors. Under the Plan, Class B Unsecured Claims of NEO Accounting & Tax Services, LLC total $3,032,842. Each holder of a Class B Allowed Claim will receive in full satisfaction of its Allowed Class B Claim Distributable Cash from the Debtors. The payment by the Debtors to holders of Allowed Class B Claims will be made in 5 annual payments beginning in the first year following the Effective Date, but in no event, commencing later than June 30, 2024, and on the 30th day of June each year thereafter. Total payments of Distributable Cash will be not less than $187,262.00, less administrative expenses of the Chapter 11 Case over the term of the Plan. Should any holder of an Allowed Class A- 1 through A-4 Claim become entitled to participate in payment of Distributable Cash, then each holder of an Allowed Class B Claim will receive payments of a Pro Rata portion of Distributable Cash thereafter. Class B is impaired. "Distributable Cash" shall mean cash available for distribution to non-priority unsecured creditors in the approximate amount shown on Exhibit 2 which is $187,262 to the Plan and Disclosure Statement accompanying this Plan available through the reorganized Debtors' income, less amounts paid to holders of Allowed Administrative Claims and Allowed Priority Claims over the life of the Plan as shown on the Feasibility Analysis attached to the Plan and Disclosure Statement. Class C Unsecured Claims of Pearl Road Real Property, LLC total $44,622. Each holder of a Class C Allowed Claim will receive no distributions under this Plan because the Debtor Pearl Road Real Estate, LLC is projected to have no net income during the term of the Plan. Class C is impaired. Cash necessary for distributions under the Plan will be generated from the Debtors' postpetition income, and proceeds, if any, from sales of assets, and proceeds of Avoidance Actions. The Debtors estimate that distributions under the Plan for Administrative Claims and Priority Tax Claims will require not less than $10,000.00. Accordingly, the Debtors expect that they will be able to make all payments required under the Plan to the holders of Allowed Claims in Classes A through C. The Debtors anticipate sufficient future ordinary income for the period required to fund payments under their Plan. Counsel for the Debtors: Anthony J. DeGirolamo, Esq. 3930 Fulton Dr., Ste. 100B Canton, OH 44718 Tel: (330) 305-9700 Fax: (330) 305-9713 E-mail: tony@ajdlaw7-11.com A copy of the Disclosure Statement dated November 15, 2023, is available at https://tinyurl.ph/cSoQs from PacerMonitor.com. About NEO Accounting & Tax Services LLC NEO Accounting & Tax Services LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 23-50868) on June 27, 2023. In the petition signed by Brett J. Mangon, managing member, the Neo disclosed $1,255,817 in total assets and $4,188,118 in total liabilities. Judge Alan M. Koschik oversees the case. Anthony J. DeGirolamo, Esq., at Anthony J. DeGirolamo, Attorney at Law, is the Debtor's legal counsel. NORTHEAST GROCERY: Moody's Assigns 'B2' CFR, Outlook Stable ----------------------------------------------------------- Moody's Investors Service assigned Northeast Grocery, Inc. a B2 corporate family rating and a B2-PD probability of default rating. Moody's also assigned a B3 rating to Northeast Grocery's proposed $550 million senior secured term loan. The rating outlook is stable. Northeast Grocery was formed in November 2021 through the merger of Tops Markets Corporation and The Golub Corporation, owner and operator of Price Chopper/Market 32 and 1 Market Bistro store. Net proceeds from the proposed term loan along with $39 million of borrowings under the company's asset backed revolving credit ("ABL") facility will be used to repay the company's existing $513 million of debt and fund $37 million of the company's $60 million tuck in acquisition with the remainder to pay related fees and expenses. The proposed term loan will be guaranteed by existing and future direct and indirect domestic subsidiaries that are obligors under Northeast Grocery. The ratings assignment reflects governance considerations particularly Northeast Grocery's private ownership, relatively short tenure as a combined company and meaningful dividend payment at the time of the merger. RATINGS RATIONALE Northeast Grocery's B2 corporate family rating reflects the company's relatively small scale within the highly competitive grocery retail sector and its regional geographic concentration in just six Northeast states with the large majority of stores in New York. The rating also reflects the company's moderate pro-forma debt/EBITDA at about 3.8x although EBIT to interest is weak at about 1.2x. Northeast Grocery's recent profitability has weakened due to ongoing disinflation and volatile commodity prices, a trend Moody's expect will continue over the next 12 months. As a result, the company's leverage metric will rise to 4.1x at the fiscal year ended April 30, 2024 and improve to about 3.7x in 2025 due to better earnings and debt repayment. Moody's expect EBIT to interest will improve modestly to 1.6x in fiscal 2024 due to reduced interest expense following the refinancing, although it will remain below 2.0x in fiscal 2025. Moody's expects credit metrics to continue to improve over time largely due to low to mid-single digit organic revenue and earnings growth and debt repayment. Earnings will benefit from a number of strategic initiatives that management has undertaken to improve the company's operating performance. Some of these include headcount reductions, better procurement, reducing shrink and better merchandising. Debt repayment will in part reflect the company's 7.5% yearly amortization payments. The ratings are supported by Northeast Grocery's strong position in its regional markets. With the use of partners, such as Instacart, the company will continue delivery and curbside pickup at most of its stores. The company also benefits from stronger operating margins relative to many larger peers. Northeast Grocery's good free cash flow and liquidity are also positive rating factors. The B3 rating on the company's proposed senior secured term loan reflects its junior position in Northeast Grocery's capital structure to its $325 million ABL. The term loan will be issued at parent company Northeast Grocery, Inc. while the borrowers under the ABL include operating subsidiaries Tops Market Corporation and The Golub Corporation. The ABL also has a priority claim on accounts receivable and inventory. The stable outlook reflects Moody's expectation that Northeast Grocery will maintain good liquidity, financial policies will remain balanced and management initiatives will drive improved same store sales growth and profitability. Northeast Grocery's CIS-4 indicates the rating is lower than it would have been if ESG risk exposures did not exist. This largely reflects governance considerations including it private ownership, relative short tenure as a combined company and its financial policies. Moody's views Northeast Grocery's financial policies as aggressive as reflected by the company paying a large dividend at the time of the merger as well as its reliance on debt to fund the merger and pending tuck-in acquisition. Given this, Moody's believes there is a high potential for meaningful shareholder distributions. Going forward, Moody's does not expect the company to engage in significant debt financed acquisitions. Social considerations also impact Northeast Grocery in that US food retailers continue to undergo a shift toward e-commerce which has increased margin pressure and forced retailers to invest heavily on e-commerce capabilities. That said, Northeast Grocery will continue to use 3rd party partners to facilitate its e-commerce activities, which is less capital intensive. Consumers are also increasingly mindful of sustainability issues, the treatment of workforce, data protection and the source of products. While these various initiatives may not essentially translate into direct credit implications, over time these factors can impact brand image and companies will have to work toward sourcing transparency and investments in sustainable supply chains. Environmental risks impact the company given its small scale and geographic concentration in 6 states in the Northeast, which exposes it to physical climate risk associated with its locations. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if Northeast Grocery's operating performance deteriorates or if the company's liquidity and free cash flow weakens. Aggressive financial policies, including debt funded acquisitions or shareholder distributions could also prompt a downgrade. Quantitatively, ratings could be downgraded should debt/EBITDA (including Moody's adjustments) rise above 4.5x or EBITA/interest fall below 1.5x. Ratings could be upgraded if operating performance improves should Northeast Grocery maintain steady to improving market share as evidenced by same store sales growth that remains consistently positive while maintaining steady to improving operating margins. In addition, an upgrade would require maintaining good liquidity including positive free cash flow. Quantitatively, ratings could be upgraded should debt/EBITDA (including Moody's adjustments) be sustained below 2.5x and EBITA/interest be sustained above 2.5x. As proposed, the new term loan is expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental debt capacity not to exceed $171 million plus unlimited amounts subject to a first lien secured net leverage ratio not to exceed 2.5x. There is no inside maturity sub-limit. The credit agreement permits the transfer of assets to restricted subsidiaries, up to the carve-out capacities, subject to "blocker" provisions which prohibit the transfer of any material intellectual property by the borrower or any of its restricted subsidiaries that are loan parties to any unrestricted subsidiary or any restricted subsidiary that is not a loan party. The credit agreement provides some limitations on up-tiering transactions, in that the proposed term loan may not be subordinated to any other indebtedness in right of payment or security, other than with respect to the ABL priority collateral, including the requirement of the consent of each lender adversely affected to subordinate obligations. Headquartered in Schenectady, New York, Northeast Grocery, Inc. operates 273 grocery stores in the Northeast under the Tops, Price Chopper and Market 32 banners. Northeast generates about $6.7 billion in revenue. The principal methodology used in these ratings was Retail and Apparel published in November 2023. OCEANVIEW DEVELOPMENT: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- The U.S. Trustee for Region 15 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Oceanview Development, LLC. About Oceanview Development Oceanview Development, LLC filed Chapter 11 petition (Bankr. D. Hawaii Case No. 23-00842) on Oct. 18, 2023, with as much as $1 million to $10 million in both assets and liabilities. Judge Robert J. Faris oversees the case. Choi & Ito, Attorneys at Law is the Debtor's bankruptcy counsel. OMNIQ CORP: Falls Short of Nasdaq Minimum Bid Price Requirement --------------------------------------------------------------- OmniQ Corp. disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission that on Nov. 21, 2023, the Company received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) because it failed to maintain a minimum bid price of $1.00 over the previous 32 consecutive business days dated Oct. 6, 2023 to Nov. 20, 2023. The Rules provide the company with a compliance period of 180 calendar days in which to regain compliance. If at any time during this 180-day period the closing bid price of the Company's security is at least $1 for a minimum of ten consecutive business days, the Staff will provide written confirmation of compliance and this matter will be closed. If the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to the expiration of 180 calendar day compliance period, which is May 10, 2024, in order to regain compliance. In the event the Company does not regain compliance, the Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, apart from the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, the Staff will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the Staff will provide notice that its securities will be subject to delisting. About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq Corp reported a net loss of $13.61 million for the year ended Dec. 31, 2022, compared to a net loss of $13.14 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $68.47 million in total assets, $81.31 million in total liabilities, and a total stockholders' deficit of $12.84 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has a deficit in stockholders' equity, and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. OSG HOLDINGS: $50MM DIP Loan from Acquiom & Seaport Has Final OK ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized OSG Holdings, Inc. and affiliates to use cash collateral and obtain postpetition financing, on a final basis. The Debtors obtained a senior secured, superpriority, priming term loan debtor-in-possession credit facility from a consortium of lenders led by Acquiom Agency Services LLC and Seaport Loan Products LLC, as co-administrative agents. The DIP facility consists of a new money single-draw term loan in the aggregate principal amount of $50 million pursuant to the terms and conditions of the Final Order and the Senior Secured Superpriority Priming Term Loan Debtor-In-Possession Credit Agreement, dated October 18, 2023. The DIP facility is due and payable through the earliest to occur of: (a) the date that is 91 days after the Petition Date, (b) the effective date of a chapter 11 plan of any Loan Party, which has been confirmed by an order entered by the Bankruptcy Court in any of the Chapter 11 Cases, (c) dismissal of any of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code, (d) the acceleration of the Term Loans and the termination of the commitments under the DIP Facility and (e) the closing of a sale of all or substantially all assets or equity of the Loan Parties. The Debtors are required to comply with these milestones: 1. No later than October 13, 2023, delivery by the Debtors to counsel to the Consenting Stakeholders of drafts of all the "second-day" pleadings, motions and applications, in each case that the Debtors contemplate filing no later than 10 day after the Petition Date in the Chapter 11 Cases. 2. No later than October 13, 2023, the Debtors must commence the Rights Offering and the Plan Solicitation. 3. No later than October 15, 2023, the Petition Date must have occurred. 4. No later than October 30, 2023, delivery by the Debtors to counsel to the Consenting Stakeholders of drafts of the Confirmation Order, the Disclosure Statement Order, and all documents or exhibits comprising the Plan Supplement, including the Restructuring Transactions Memorandum. 5. No later than November 20, 2023, delivery by the Debtors to counsel to the Consenting Stakeholders of a report certifying the results of the Rights Offering and the Plan Solicitation. 6. No later than one Business Day after the Petition Date, the Debtors must have filed with the Bankruptcy Court the Plan, the Disclosure Statement, and the Solicitation Materials. 7. No later than five Business Days after the Petition Date and subject to the availability of the Bankruptcy Court, entry of the Interim DIP Order by the Bankruptcy Court. 8. No later than 45 days after the Petition Date and subject to the availability of the Bankruptcy Court, entry of the Final DIP Order, the Disclosure Statement Order and the Confirmation Order by the Bankruptcy Court. 9. No later than the Outside Date, the Restructuring must have been implemented and the Effective Date must have occurred. On August 31, 2022, the Debtors obtained term loan and revolving loan credit facilities from the lenders party thereto, and Acquiom and Seaport, as co-administrative agents. As of the Petition Date, the Prepetition First Lien Loan Parties were indebted to the Prepetition First Lien Lenders in the aggregate principal amount of not less than $626.7 million, plus not less than $43 million in accrued but unpaid interest. As adequate protection for the use of cash collateral, the Prepetition First Lien Secured Parties are granted continuing, valid, binding, enforceable, and automatically perfected postpetition security interests in and liens on all DIP Collateral. As further adequate protection, the Prepetition First Lien Agent, on behalf of the Prepetition First Lien Secured Parties is granted an allowed superpriority administrative expense claim. A copy of the order is available at https://urlcurt.com/u?l=qPax11 from PacerMonitor.com. About OSG Holdings OSG Group is a business print and digital communications provider. OSG Group runs a digital and print communications platform, serving corporate clients throughout North America and the United Kingdom. The Company provides primarily transactional, marketing, and payment solutions to various industries, including consumer services, business-to-business markets, education, retail, property management, financial services, healthcare, and the government, both through the use of its traditional print and mail businesses, as well as through its omnichannel software-as-service (SaaS) platform. The Company also provides a comprehensive suite of complementary services to its clients, such as online payment portals and accounts receivable software, real-time reporting and data analytics, and database management services. OSG Holdings Inc. and its affiliates, including OSG Group Holdings, Inc., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90799) on Oct. 15, 2023. In the petition filed by Keith A. Maib, as chief restructuring officer, OSG Holdings estimated assets and liabilities between $500 million and $1 billion each. The Honorable Bankruptcy Judge Christopher M. Lopez handles the cases. The Debtors tapped McDERMOTT WILL & EMERY LLP as general bankruptcy counsel; ACCORDION PARTNERS, LLC as financial advisor; and HOULIHAN LOKEY CAPITAL, INC., as investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. PEKING DUCK: Unsecureds Will Get 100% of Claims over 36 Months -------------------------------------------------------------- Peking Duck USA, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Illinois a First Amended Small Business Plan of Reorganization dated November 13, 2023. Tony Hu founded Peking in 2012. In 2016, Tony sold 100% of the shares in Peking to his daughter and current owner, Yujia Hu pursuant to a stock purchase agreement. Peking, like many restaurants, was ravaged by Covid 19 and the government lockdowns. The Landlord filed suit for an eviction in Cook County, Illinois and asserted approximately $1.3 million in arrears under the Lease. In addition to reorganizing its other debts, the Debtor filed its petition under Subchapter V in order to cure the financial defaults under the Lease. Peking owns all assets of the Debtor which include: (a) cash on hand, (b) inventory of food, beverages and paper products on hand at the restaurant locations, (c) certain utility deposits and other prepaid expenses, (d) accounts receivable (primarily due from delivery services), (d) leasehold improvements at the restaurant locations, (e) restaurant equipment at the locations, and (f) intellectual property rights, primarily the website, and servicemark or tradename Lao Sze Chuan Downtown. Class 3 consists of the General Unsecured Claims. All Allowed General Unsecured Claims (Class 3) will be paid within 36 months of the Effective Date, with the first installment payment coming due 30 days after the Class 2 claims have been paid in full. The Claims will be paid in quarterly installments pro-rata and on a pari passu basis. Class 3 is impaired, and holders of Allowed General Unsecured Claims in the Class 3 are entitled to vote on the Plan in the amount of their Allowed General Unsecured Claim. The allowed unsecured claims total $20,640.85. This Class will receive a distribution of 100% of their allowed claims. Class 4 consists of the Equity Interests in the Debtor. On the Effective Date, the holders of the Equity Interests shall retain their interests in the Debtor. These claims are not entitled to any payment on account of their Equity Interest under the Plan except for any surplus that remains after all Allowed Claims are paid in full. These interest holders shall retain all of their legal and equitable interests which will be unaffected. These claims are unimpaired and not entitled to vote on the Plan. The Reorganized Debtor will have enough Cash on hand on the Effective Date to fully pay all Administrative Claims, Priority Tax Claims, the Allowed Class Claims, and pay all other amounts then due under the Plan. A full-text copy of the First Amended Plan dated November 13, 2023 is available at https://urlcurt.com/u?l=RE6sF8 from PacerMonitor.com at no charge. Counsel for Debtor: Konstantine T. Sparagis, Esq. Law Offices of Konstantine Sparagis, P.C. 900 W. Jackson Blvd., Ste. 4E Tel: 312.753.6956 Email: gus@konstantinelaw.com About Peking Duck USA Peking Duck USA, Inc., doing business as Lao Sze Chuan Downtown, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-05135) on April 19, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Yujia Hu, president of Peking Duck USA, signed the petition. Judge Jacqueline P. Cox presides over the case. Konstantine Sparagis, Esq., at the Law Offices of Konstantine Sparagis, P.C., is the Debtor's counsel. PROS HOLDINGS: Appoints Michelle Benfer to Board of Directors ------------------------------------------------------------- PROS Holdings, Inc. disclosed in a Form 8-K report filed with the Securities and Exchange Commission that on November 16, 2023, the Board of Directors of the Company increased the size of the Board to 10 directors effective November 16 and appointed Michelle Hughes Benfer as an independent director of the Company effective immediately, to serve as a Class III director with an initial term expiring at the 2025 annual meeting of stockholders. Benfer is a skilled leader with more than 20 years of experience leading and driving successful sales teams at some of the world's most influential software and media companies. Benfer currently serves as Senior Vice President of Sales for BILL Holdings (NYSE: BILL), a leading financial operations platform for small and midsize businesses. At BILL she is responsible for leading global Direct Sales. As a champion of SMBs, BILL's integrated platform helps businesses thrive more efficiently via their payables, receivables and spend and expense management. Prior to BILL, Benfer served in sales leadership roles for HubSpot (NYSE: HUBS), including most recently as Senior Vice President Sales, The Americas, where she led sales for LATAM, U.S. and Canada regions. Previously, Benfer also served as Global VP Sales at LogMeIn (now GoTo) driving their high-growth products and held various sales roles in several media companies, including AOL, Meredith Corporation, and Conde Nast. "I am excited to welcome Michelle to the PROS board," said PROS Non-Executive Chairman of the Board Bill Russell. "Her track record of developing, leading and scaling sales teams will be a great resource for us as PROS continues to grow its business. I look forward to working with her to create even greater long-term value for our shareholders." "Michelle is a strong addition to our team, and I am thrilled she is joining us," said PROS President and CEO Andres Reiner. "Michelle's experience in growing successful sales teams and driving customer acquisition make her an ideal partner for the PROS team as we aggressively pursue the tremendous market opportunity before us." "I am truly honored to join the PROS Board during this time when AI-powered solutions are being embraced by the market," said Michelle Benfer. "I look forward to working with the team and sharing my experience and knowledge to help the company further drive success and capture additional market share." Russell Reynolds advised the company in the Board search process. Benfer will be entitled to the Company's standard compensation for non-employee directors, as described under 'Director Compensation' in the Company's definitive proxy statement on Schedule 14A filed with the SEC on March 31, 2023. In connection with her appointment, Benfer will also enter into the Company's standard indemnification agreement for directors and officers, as set forth to the Company's Annual Report on Form 10K filed with the SEC on February 15, 2017. There are no family relationships between Benfer and any director, executive officer or person nominated by the Company to become a director or executive officer, there are no arrangements or understandings between Benfer and any other persons pursuant to which Benfer was selected as a director, and there are no transactions between Benfer or any of her immediate family members, on the one hand, and the Company or any of its subsidiaries, on the other, that would be required to be reported under Item 404(a) of Regulation S-K. About PROS Holdings Headquartered in Houston, Texas, PROS Holdings, Inc. (NYSE: PRO), is a provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions. As of September 30, 2023, the Company had $431.8 million in total assets against $486.7 million in total liabilities. Egan-Jones Ratings Company on October 9, 2023, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by PROS Holdings, Inc. PROTECH FIRE: Unsecureds Owed $1.2M to Get Up to 10% ---------------------------------------------------- Protech Fire & Security, LLC, submitted a Plan and a Disclosure Statement. As the Debtor is primarily a service company, its major asset is the recurring monthly revenue stream ("RMR") generated by its residential and business customers for their fire and security monitoring. The Debtor has been working with Rod Boston of SEP Holding Company, LLC, a company that specializes in the monetization of alarm and security businesses in the United States, to find the highest and best offer for its RMR. The Debtor's RMR is approximately $27,334.77 per month. On September 8, 2023, the Debtor received a Letter of Intent from Alarm Masters Corporation to purchase the RMR for a factor of thirty-three times net RMR or $902,047.00. After subtracting third party fees and deferred revenue, the offer is for $687,642.66. After paying the 6% commission to SEP Holding Company, the Debtor anticipates netting $646,385.03 (the "Net Proceeds") from the sale. After payment of the secured creditors, there will be approximately $568,650.35 in remaining proceeds (the "Remaining Proceeds") which the Debtor will hold in a separate, interest bearing account to be used to fund its Chapter 11 Plan. The liens of all other secured creditors claiming an interest in the Remaining Proceeds shall attach to these Remaining Proceeds pending further order of the Court. In addition the Debtor anticipates receiving an employee retention credit (the "ERC") in the amount of $476,619.70. The tax returns for the employee retention credit were filed by Corporate Tax Incentives, a firm in California specializing in obtaining such credits. The Debtor anticipates that the credits will be received in January of 2024. After payment of the fees to Corporate Tax Incentives, there will be approximately $428,957.73 which the Debtor will hold in the same separate, interest bearing account as the Remaining Proceeds, to be used to fund its Chapter 11 Plan. The Debtor is proposing a liquidating Chapter 11 Plan. The funds from the RMR and the ERC shall be used to pay the remaining secured claims, deficiency claims, and a distribution to unsecured creditors. The Plan of Liquidation proposes to pay the Debtor's creditors their pro-rata share from the orderly liquidation of the Debtor's assets and collection of accounts receivable. The net funds from the sale(s), after payment of debt secured by the real estate, taxes, and commissions shall be placed in a separate Debtor-in-Possession Account (the "Segregated Account"), pending further Order of this Court or confirmation of the Plan. Under the Plan Class 6 - Unsecured Claims is impaired and consists of the unsecured claims in this Estate, including the deficiency claims, if any, of Ally Bank, PHSI Pure Water Finance, and Itria. The claimants in this class are in the approximate amount of $1,255,224. Claimants in Class 6 will receive a pro-rata distribution of the net funds from the collection of remaining receivables and the employee retention credit, after payment of all other Classes under the Plan. The approximate percentage to be paid to this class cannot be calculated at this time but may be as much as 10%. Attorneys for the Debtor: Julie M. Koenig, Esq. COOPER & SCULLY, PC. 815 Walker, Suite 1040 Houston, TX 77002 Tel: (713) 236-6800 Fax: (713) 236-6880 E-mail: Julie.Koenig@cooperscully.com A copy of the Disclosure Statement dated November 15, 2023, is available at https://tinyurl.ph/vuQLp from PacerMonitor.com. About ProTech Fire & Security ProTech Fire & Security, LLC installs, monitors and maintains fire and security alarms, surveillance systems, access control, voice and data solutions, bi-directional antenna BDA and a host of other ancillary products and services for general contractors, architects, property managers and end users in Texas. ProTech Fire & Security sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-31839) on May 19, 2023, with $453,929 in assets and $1,896,142 in liabilities. Garrett Steiger, president, signed the petition. Judge Eduardo V. Rodriguez oversees the case. The Debtor tapped Julie M. Koenig, Esq., at Cooper & Scully, PC as legal counsel and German & Cohn, PC as accountant. PRUDENT AMERICAN: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------ The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Prudent American Technologies, Inc. The committee members are: 1. Jeff Christie Chautauqua Precision 1287 Hunt Rd. Ashville, NY 14710 Phone: 716-763-3752 Email: jchristie@chaut-prec.com 2. Jon Clark Greystone of Virginia 7 Wellington Rd Lincoln, RI 02865 Phone: 401-333-0444 Email: jonaclar@greyst.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Prudent American Technologies Prudent American Technologies, Inc. filed voluntary Chapter 11 petition (Bankr. E.D. Texas Case No. 23-41959) on Oct. 17, 2023, with up to $50,000 in assets and $10 million to $50 million in liabilities. Jay Rigby, interim president and chief executive officer, signed the petition. Judge Brenda T. Rhoades oversees the case. Howard Marc Spector, Esq. at Spector & Cox, PLLC represents the Debtor as legal counsel. QUORUM HEALTH: Moody's Appends LD to PDR Amid Distressed Exchange ----------------------------------------------------------------- Moody's Investors Service affirmed the Ca-PD Probability of Default Rating of Quorum Health Corporation's and appended the PDR with a limited default ("/LD") designation, changing it to Ca-PD/LD from Ca-PD. This is as Moody's considers recent amendments to Quorum Health Corporation's credit agreement as a distressed exchange and therefore a default under Moody's definitions. At the same time, Moody's affirmed the Ca Corporate Family Rating, and Ca senior secured term loan rating. The outlook is maintained at negative. The /LD designation appended to the PDR will be removed in three business days. On September 27, 2023, Quorum Health converted the cash interest on its first lien term loan to PIK interest until certain conditions are satisfied. Moody's considers this transaction to be a distressed exchange, which is a default under the rating agency's definition. These transactions do not constitute an event of default under any of the company's debt agreements. The affirmation of Quorum Health's Ca rating reflects Moody's view that the probability of another default remains very high and that the recovery rate for the company's debt will be low. Moody's expects continued pressure on the company's profitability. The company will have to meet the timebound asset sales and debt prepayments required by its amendments to its lender credit agreement. As Quorum Health continues to sell its assets, there is uncertainty regarding the realizable value of the remaining hospitals, and hence whether proceeds will be sufficient to allow the company to meet its financial obligations. The company's debt/EBITDA (Moody's adjusted basis) spiked to more than 30 times at the end of June 2023. A large part of the high leverage was due to extremely weak earnings in the third and fourth quarters of 2022. The company experienced declining revenues and a surge in operating expenses in 2022, as it struggled with staff turnover and increased contract labor costs. The negative outlook is reflective of Moody's view that Quorum Health's operations will continue to be challenged, and that the probability of default is elevated with the ABL expiring and the term loan maturing in 2024 and 2025, respectively. RATINGS RATIONALE Quorum Health's Ca Corporate Family Rating reflects Moody's view that the company's probability of default is very high over the near term. Moody's expects that Quorum health will continue to burn cash in 2023 and 2024 and it will have to accelerate the sale of its assets to meet its financial obligations. The rating also reflects Quorum's concentration of profits in a few markets and cash flow volatility created by exposure to state supplemental Medicaid programs. The Ca Corporate Family Rating is supported by the availability of hospital assets that can be sold to generate cash. Moody's expects Quorum Health's liquidity to remain weak over the next 12-18 months. The company had $39.4 million in cash at June 30, 2023. It had $81 million drawn on its $100 million ABL at the end of June 30, 2023. Moody's expects the cash burn to continue in 2023 and 2024 and the company will need to rely on asset sales and/or incremental ABL revolver borrowings to fund its working capital. Quorum Health's ABL facility (unrated) has a first priority perfected lien on substantially all tangible and intangible assets, including accounts receivable, cash, deposit accounts, and intangibles, of the borrower and each guarantor. The $626 million of senior secured term loan outstanding as of June 30, 2023 has a first priority lien on substantially all current and future assets, including personal and real property, except for the ABL priority collateral, on which it has a second priority lien. The Ca rating on the term loan is the same as the Corporate Family Rating, as it represents the preponderance of the company's debt. Quorum Health's CIS-5 indicates that the rating for Quorum Health Corporation is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored CIS-4. Quorum Health's scores reflect its aggressive financial strategy and risk management and the risks associated with board structure, and the ownership by a private equity sponsor. The company has been unable to demonstrate a consistent track record for meeting its own financial guidance leading up to its Chapter 11 bankruptcy filing in April 2020. Exposure to social risk considerations (S-4) related to responsible production, customer relations, demographic trends and human capital, as the company competes with much larger peers for specialized clinical labor, which is in short supply. The main risk is responsible production, which considers the company's potential liability related to patient care, as well as highly negative exposures to human capital, as the company competes with much larger peers for specialized clinical labor, which is in short supply. The company is also exposed to changes in reimbursement rates by its payors, which include government payors, as well as a push towards reducing overall healthcare costs. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company defaults on its financial obligations or estimated recovery declines. An upgrade of Quorum Health's ratings is currently unlikely but could arise if the company improves its operating performance and liquidity, its probability of default decreases, or Moody's estimates of expected losses for the company's creditors decreases. Quorum Health Corporation is an operator and manager of hospitals and outpatient services in non-urban areas of the US. As of June 30, 2023, the company operated 14 hospitals in rural and mid-sized markets in 11 states. Its annual revenues for the 12 months that ended June 30, 2023, were approximately $1.3 billion. The company is majority-owned by Davidson Kempner and GoldenTree Asset Management. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. RAYONIER ADVANCED: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg ------------------------------------------------------------------- Moody's Investors Service has downgraded Rayonier Advanced Materials Inc.'s (RYAM) corporate family rating to Caa1 from B2 and changed the outlook to negative from stable. At the same time, Moody's has downgraded the company's probability of default rating to Caa1-PD from B2-PD, senior secured notes rating to Caa1 from B2, and speculative grade liquidity rating (SGL) to SGL-4 from SGL-2. The downgrade of the CFR reflects Moody's view that RYAM's liquidity will be weak over the next 12 months and that there is a potential for a financial covenant breach. Moody's expects weaker demand, a low commodity price environment, and continued customer destocking to pressure the company's EBITDA in 2023 and limit its meaningful growth in 2024. This will likely result in a breach under RYAM's financial covenant (net secured debt to EBITDA) over the next 12 months. The company has indicated its intention to shore up cash with assets monetization but, in Moody's view, this will only provide support in Q4 2023. Absent further net debt reduction, Moody's expects a breach of this covenant in the first half of 2024 driven by lower EBITDA. Moody's projects EBITDA will be around $150 million and $180 million in 2023 and 2024, respectively. RATINGS RATIONALE RYAM's rating (Caa1 CFR) is constrained by weak liquidity over the next 12 months with the potential for financial covenant breach; exposure to volatile pulp pricing; limited growth in markets of acetate-based specialty cellulose (SC) pulp, which is primarily used to manufacture cigarette filters; and several high-cost assets that are challenged to generate cash during cyclical downturns. The rating benefits from a leading global market position as a SC pulp manufacturer; operational and geographic diversity through four SC facilities located in the US, Canada and France; and end-market and product diversity with one consumer paper packaging mill, and one high yield commodity pulp mill. RYAM has weak liquidity (SGL-4). The company's liquidity sources of about $30 million are not sufficient to cover about $32 million of cash consumption through Sep 2024. Sources include cash of about $27 million, and minimal availability (after accounting for noncompliance with the financial covenant) under the company's $200 million ABL facility expiring November 2025. Although Moody's does not expect the company to use the revolver, RYAM is currently unable to use on the full amount ($146 million at Q3 2023) because it would not be in compliance with the term loan net leverage covenant of 4.5x (4.4x as of Sep 2023). Moody's expects about $14 million of free cash flow consumption (after deferred energy liabilities payment and strategic capital expenditures) and about $18 million of mandatory debt repayment. RYAM also has an ABL springing fixed charge covenant of 1x, which is applicable if availability falls below 15% of the line cap. Moody's forecasts that the company will remain outside of the covenant threshold, however, Moody's do not expect it to be applicable. Moody's expects minimal financial covenant headroom over the next 12 months will constrain the company's liquidity. Most the company's North American assets are encumbered, and asset sale proceeds would be used to reduce debt. The negative outlook reflects uncertainty around the company's ability to remain compliant with its financial covenant. Moody's expects RYAM's credit metrics will be weak in 2023 but improve in 2024 with higher EBITDA. The Caa1 senior secured notes are rated in line with the CFR given that the secured obligations represent the preponderance of liabilities in the capital structure. RYAM's governance risks reflect the company's aggressive liquidity management with limited cushion under its financial covenants and weaker than expected operating and financial performance. The company's leverage is likely to remain elevated above its net leverage target of 2.5x over the next two years, driven by weaker than expected poor operating performance. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if RYAM will not be able to remain compliant with its financial covenant or if its liquidity or operating performance remain weak. The ratings could be upgraded if the company's liquidity improves, financial leverage (debt/EBITDA) sustained below 6x, EBITDA/interest is sustained above 2x, and generate meaningful and consistent positive free cash flow. The principal methodology used in these ratings was Paper and Forest Products published in December 2021. Rayonier Advanced Materials Inc., headquartered in Jacksonville, Florida, is a leading global producer of specialty cellulose (SC) pulp. The company also produces commodity pulp and consumer paper packaging. REAL BRANDS: Incurs $229K Net Loss in Third Quarter --------------------------------------------------- Real Brands Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $229,365 on zero revenue for the three months ended Sept. 30, 2023, compared to a net loss of $254,649 on $824 of total revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $1.17 million on $42,497 of total revenue compared to a net loss of $767,424 on $8,434 of total revenue for the same period in 2022. As of Sept. 30, 2023, the Company had $1.22 million in total assets, $2.43 million in total liabilities and a total stockholders' deficit of $1.21 million. Real Brands said, "Since our inception, we have raised capital through the public and private sale of debt and equity and funding from collaborative arrangements. At September 30, 2023, we had cash of $987 and a negative working capital of $2,345,044. "We will be required to raise additional funds through public or private financing, additional collaborative relationships or other arrangements. We cannot be certain that our existing and available capital resources will be sufficient to satisfy our funding requirements through 2023. We are evaluating various options to raise additional funds, including new equity and loans and no assurance can be given that we will be successful. "Our financial statements have been prepared and presented on a basis assuming we will continue as a going concern. The above factors raise substantial doubt about our ability to continue as a going concern..." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1084133/000126493123000066/real10q32023.htm About Real Brands Headquartered in North Providence, RI, Real Brands Inc. is a publicly traded, vertically integrated, early entrant (2017) in the hemp-derived cannabinol ("CBD") market that specializes in hemp CBD oil/isolate extraction, wholesaling of CBD oils and isolate, manufacturing, production and sales of hemp-derived CBD consumer, celebrity brands, and white label products. Real Brands Inc. reported a net loss of $905,944 for the year ended Dec. 31, 2022, compared to a net loss of $2.79 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $1.16 million in total assets, $1.91 million in total liabilities, and a total stockholders' deficit of $752,895. Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 28, 2023, citing that the Company has recurring net losses and negative cash flows from operations which raises substantial doubt about its ability to continue as a going concern. RITE AID CORP: Has Until March 1, 2024 to Reorganize Company ------------------------------------------------------------ Steven Church of Bloomberg News reports that bankrupt pharmacy chain Rite Aid Corp. has until March 1, 2023 to complete its turnaround under a timeline approved by a federal judge on Tuesday. U.S. Bankruptcy Judge Michael Kaplan scheduled a final hearing that day to decide the fate of the company's reorganization proposal. The ruling comes after complaints that the case was moving so fast it threatened to harm lower-ranking creditors, including people who claim Rite Aid wrongly sold addictive pain killers. About Rite Aid Corp. Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In the petition signed by Jeffrey S. Stein, chief executive officer and chief restructuring officer, Rite Aid disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C., as local bankruptcy counsel, Guggenheim Partners as investment banker, Alvarez & Marsal North America, LLC, as financial, tax and restructuring advisor, and Kroll Restructuring Administration as claims and noticing agent. RODEO BUYER: Goldman Sachs Marks $3.3MM Loan at 61% Off ------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $3,387,000 loan extended to Rodeo Buyer Company (dba Absorb Software) to market at $1,312,000 or 39% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC is a participant in a First Lien Senior Secured Debt Rodeo Buyer Company (dba Absorb Software). The loan accrues interest at a rate of 11.67% (S + 6.25%) per annum. The loan matures on May 25, 2027. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Rodeo Buyer Company provides Professional Services. RUBRIK INC: 91% Markdown for Goldman Sachs $4.8MM Loan ------------------------------------------------------ Goldman Sachs BDC, Inc has marked its $4,806,000 loan extended to Rubrik, Inc to market at $437,000 or 9% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC is a participant in a First Lien Senior Secured Debt to Rubrik, Inc. The loan accrues interest at a rate of 12.37% (S + 7.00%) per annum. The loan matures on August 17, 2028. Goldman Sachs BDC classified the loan on non-accrual status. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Rubrik, Inc. operates as a cloud data management and data security company. The Company offers a platform which helps enterprises achieve data control to drive business resiliency, cloud mobility, and regulatory compliance. Rubrik serves government, health care, legal, and financial industries worldwide. SAS AB: Wins US Court Nod for $1.2-Bil. Air France-KLM Deal ----------------------------------------------------------- Stockholm-based SAS AB announced Nov. 21, 2023, that the U.S. Bankruptcy Court for the Southern District of New York has approved SAS' entry into the investment agreement with the winning bidder consortium in SAS' exit financing solicitation process. The winning bidder consortium consists of Castlelake, L.P., on behalf of certain funds or affiliates, Air France-KLM S.A. and Lind Invest ApS, together with the Danish state (collectively, the "Investors"). On Nov. 4, 2023, SAS announced that it had entered into an investment agreement with the Investors, subject to approval by the Court. The agreed transaction structure includes a total investment in reorganized SAS corresponding to USD 1,200 million (SEK 13.2 billion), which includes USD 475 million (SEK 5.225 billion) in new unlisted equity and USD 725 million (SEK 7.975 billion) in secured convertible debt. On Nov. 21, SAS received Court approval to enter into the investment agreement. SAS also received final Court approval for its new debtor-in-possession ("DIP") financing credit agreement with Castlelake for USD 500 million (SEK 5.5 billion). The funding related to the new DIP financing credit agreement is being used to, among other things, refinance SAS’ original DIP term loan with a significant extension of the DIP loan financing period sufficient to bridge to final emergence from chapter 11. On November 9, 2023, the Court authorized SAS to draw USD 450 million (SEK 4.95 billion) and, today, the Court authorized SAS to draw the remaining USD 50 million (SEK 550 million) under the new DIP facility. Anko van der Werff, President & Chief Executive Officer of SAS, comments: "The investment agreement that was approved by the court today is a key milestone in our SAS FORWARD plan, and it shows that our new investors believe in SAS and our potential to remain at the forefront of the airline industry for years to come." Conditionality of the transaction and expected recoveries in the chapter 11 process The agreed exit transaction remains subject to approval in connection with the confirmation of SAS' chapter 11 plan of reorganization (the "Chapter 11 Plan"). SAS currently aims to receive approval from the Court of the Chapter 11 Plan in early 2024, to be followed by obtaining regulatory approvals and the implementation of a Swedish company reorganization (Sw. företagsrekonstruktion) at the SAS AB level (likely to be filed by SAS AB in 2024). The effectiveness of the transaction will occur upon the fulfilment of certain conditions precedent, including receipt of all relevant regulatory approvals, as further set out in the press release announced by SAS on Oct. 3, 2023. No approval is expected to be required from the existing shareholders of SAS AB for the transaction. SAS reiterates its expectation set out in the press release announced by SAS on Oct. 3, 2023 that there will be only a modest recovery for general unsecured creditors, no recovery for subordinated unsecured creditors and no value for SAS AB's existing shareholders upon emergence from the chapter 11 process. Any payment of recoveries to creditors will be made only after the completion of the transaction and the fulfilment of any conditions for payment to creditors. All of SAS AB's common shares and listed commercial hybrid bonds are further expected to be cancelled, redeemed and delisted (currently expected to occur during the second quarter of 2024). About Scandinavian Airlines SAS SAB -- https://www.sasgroup.net/ -- Scandinavia's leading airline, with main hubs in Copenhagen, Oslo and Stockholm, is flying to destinations in Europe, USA and Asia. In addition to flight operations, SAS offers ground handling services, technical maintenance, and air cargo services. SAS is a founder member of the Star Alliance, and together with its partner airlines offers a wide network worldwide. SAS AB and its subsidiaries, including Scandinavian Airlines Systems Denmark-Norway-Sweden and Scandinavian Airlines of North America Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10925) on July 5, 2022. In the petition filed by Erno Hilden, authorized representative, SAS AB estimated assets between $10 billion and $50 billion and liabilities between $1 billion and $10 billion. Judge Michael E. Wiles oversees the cases. The Debtors tapped Weil, Gotshal & Manges, LLP as global legal counsel; Mannheimer Swartling Advokatbyra AB as special counsel; FTI Consulting, Inc. as financial advisor; Ernst & Young AB as tax advisor; and Seabury Securities, LLC and Skandinaviska Enskilda Banken AB as investment bankers. Seabury is also serving as restructuring advisor. Kroll Restructuring Administration, LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Willkie Farr & Gallagher, LLP. SOUTHERN MOTEL: Unsecureds Will Get 50% of Claims over 36 Months ---------------------------------------------------------------- Southern Motel Inc. filed with the U.S. Bankruptcy Court for the Northern District of Mississippi a Subchapter V Plan dated November 13, 2023. The Debtor is a motel with its principal place of business at 1103 Highway 72 W, Corinth, MS 38834. The Debtor contends that it paid off the mortgage to Bayview Loan Servicing, Inc. and did not make another payment after that time. Approximately 3 years later another entity started foreclosure under the name of Bayview but would not give a payoff or a cure amount. Class 3 consists of the Holder of Secured Claim Against Southern Motel. Debtor contends that the entire indebtedness to Bayview Loan Servicing, LLC was paid off. Marsha J. Phelps/Bryan sent a wire to Bayview Loan Servicing, LLC on behalf of Southern Motel in the amount of $350,000.00. Marsha J. Phelps/Bryan contends that she paid off Bayview Loan Servicing, LLC. Bayview Loan Servicing, LLC sent a notice to KK Insurance Agency, Inc. that they no longer had any insurable interest in the Southern Motel and that the loan had been paid in full. While the Debtor disputes that there is any balance owed, it is willing to pay whatever amount the Court finds is owing and secured by the Southern Motel property. Community Loan Servicing, LLC has given a Loan History summary to the Trustee reflecting an outstanding principal balance of $312,974.52. The Debtor proposes to pay this balance subject to the Debtor's right to object to a properly filed proof of claim and a Complaint to Object to the Extent and Validity of Lien of Community Loan Servicing, LLC. If the claim is allowed in its entirety, it will be amortized 360 months at 5%. The payment on principal and interest will be $1,680.00. The Debtor will maintain insurance and pay property taxes as they are due. Class 4 consists of General Unsecured Claims. There are only two unsecured creditors in this case and they will receive 50% of their allowed claim over 36 months with monthly payments. These two claimants are Shell Oil Company ($8,700.00) and Tool Slinger ($37,721.00). Shell Oil Company will receive $4,350.00 over 36 months in monthly payments of $120.83. Tool Slinger will receive $18,860.50 over 36 months in monthly payments of $523.90. Payments will begin 60 days after the effective date of the Plan. The Debtor believes that the Debtor will have enough cash on hand on the Effective Date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. A full-text copy of the Subchapter V Plan dated November 13, 2023 is available at https://urlcurt.com/u?l=ORrM8i from PacerMonitor.com at no charge. Attorney for Debtor: J. Walter Newman IV, Esq. Newman & Newman 387 Highland Colony Parkway Ridgeland, MS 39157 Telephone: (601) 948-0586 Email: wnewman95@msn.com About Southern Motel Southern Motel, Inc., is a motel with its principal place of business at 1103 Highway 72 W, Corinth, MS 38834. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-11815) on June 16, 2023, with $100,001 to $500,000 in assets and as much as $50,000 in liabilities. Robert Byrd, Esq., at Byrd & Wiser, has been appointed as Subchapter V trustee. The Debtor is represented by J. Walter Newman IV, Esq., at Newman & Newman. STAR ALLIANCE: Incurs $372K Net Loss in First Quarter ----------------------------------------------------- Star Alliance International Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $372,472 for the three months ended Sept. 30, 2023, compared to a net loss of $7.38 million for the three months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $1 million in total assets, $2.35 million in total liabilities, and a total stockholders' deficit of $1.35 million. The Company stated, "As shown in the accompanying unaudited financial statements, the Company has an accumulated deficit of $25,920,266 as of September 30, 2023. For the period ended September 30, 2023, the Company had a net loss of $372,472 and used $26,662 of cash in operating activities. Due to these conditions, it raises substantial doubt about the Company's ability to continue as a going concern. "The Company is attempting to commence operations and generate sufficient revenue; however, the Company's cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1614556/000168316823008350/star_i10q-093023.htm About Star Alliance Headquartered in Las Vegas, NV, Star Alliance International Corp. is an exploration-stage company that focuses on acquisition and development of gold mining and other mining properties worldwide, environmentally safe technologies both in mining and other business areas. As of Oct. 13, 2023, the Company has not commenced its mining operations. The Company anticipates starting its mining operations in 2024. The Company is also exploring acquisitions of assets or majority interests in companies related to artificial intelligence technology and in the fintech arena acquiring proprietary software technology. Denver, Colorado-based Gries & Associates, LLC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Oct. 12, 2023, citing that the Company has incurred losses since inception of $25,547,794. For the year ended June 30, 2023, the Company had a net loss of $10,489,394. These factors create an uncertainty as to the Company's ability to continue as a going concern. STEEL HUGGERS: Hits Chapter 11 Bankruptcy ----------------------------------------- Christ Wood of Biz West Media/Prairie Mountain Media reports that Steel Huggers LLC, a steel-fabrication company located in unincorporated Weld County just outside Longmont, has filed for Chapter 11 bankruptcy protection. The company, located at 1460 Vista View Drive, filed for bankruptcy in U.S. Bankruptcy Court for the District of Colorado Wednesday, reporting assets in a range of $0 to $50,000, and liabilities in the range of $1 million to $10 million. Creditors with the 10 largest unsecured claims include R&S Steel of Commerce City, $856,450; Buckeye Welding Supply of Greeley, $183,280; Applied Coatings of Frederick, $127,742; First Citizens Bank of Jacksonville, Florida, $119,488; Brown Strauss of Aurora, $82,796; Weaver Park LLC of Longmont, $80,000; Drexel Supply of Brighton, $54,000; Norfolk Iron and Metal of Greeley, $53,455; PDM Steel of Denver, $43,190; and Reliance Precast Systems of Dacono, $28,062. Steel Huggers' attorney, Keri Riley with Kutner Brinen Dickey Riley PC, declined to comment on the filing. Steel Huggers manager Nic Malwitz could not be reached for comment. Under Chapter 11 bankruptcy, a business seeks to reorganize its debts, enabling it to continue day-to-day operations while developing a plan to repay creditors.Steel Huggers provides "cutting and fabrication of mild steel, stainless steel, and aluminum," according to the company’s website. It also provides welding services. About Steel Huggers Steel Huggers LLC is a steel-fabrication company located in unincorporated Weld County just outside Longmont. Steel Huggers LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 23-1529) on Nov. 15, 2023. In the petition filed by Nic Malwitz, as manager, the Debtor estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Debtor is represented by: Keri L. Riley, Esq. KUTNER BRINEN DICKEY RILEY PC 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Tel: 303-832-2400 Email: klr@kutnerlaw.com SUN VALLEY: Disposable Income to Fund Plan Payments --------------------------------------------------- Sun Valley Recovery LLC ("SVR"), Modern Farm, LLC ("MF"), Sean and Cynthia Cooke ("Cooke") filed with the U.S. Bankruptcy Court for the District of Arizona a Joint Plan of Reorganization dated November 13, 2023. Sun Valley operates residential group homes located in communities throughout the Phoenix metropolitan area. Sun Valley rents these homes from third parties and the homes are permanent residences for persons with disabilities. Modern Farm was originally created in 2016 by Cooke. Modern Farm owned and renovated a home situated on a piece of horse property in the heart of Gilbert. The Debtors' projections show that the Debtors will have projected disposable income sufficient to pay the administrative, priority, secured, and unsecured creditors as provided for in the Plan. The final Plan payment is expected to be paid 36 months after the Effective Date. However, the Debtors will seek refinancing opportunities to allow them to fund payments sooner than projected, but the projections do not rely on the Debtors being able to obtain any refinancing opportunities. This Plan of Reorganization under chapter 11 of the Bankruptcy Code, Subchapter V, proposes to pay creditors of SVR, MF and Cooke from cash flow from their operations of future income. The Plan provides for full payment of administrative and priority claims over the life of the Plan, prior to any payments to general unsecured creditors. Administrative claims of the Subchapter V Trustee and counsel for the Debtors are to be paid in cash after the Court's approval of any fee application, out of the Debtors' cash flow, simultaneously with payments to secured creditors, and before any payments to general unsecured creditors. Class SVR 3 consists of Nonpriority unsecured claims. The creditors with allowed unsecured claims in Class 3 shall be paid in quarterly installments their pro rata share of funds paid into the Plan Fund after all administrative and priority claims are paid in full, and concurrently with payments to secured creditors, their pro-rata share of $9,100. The interest holders in SVR (Cooke) shall retain their interests in SVR and shall provide their ongoing services to SVR so that it is able to operate and make the payments required under the Plan. Interest holders shall not receive any distribution on account of their interests until after all payments are made as is set forth in the Plan. All assets not distributed to creditors pursuant to the Plan, shall be re-vested in SVR upon confirmation of the Plan, if the Plan confirmation is consensual, or upon closing of the case, if the Plan confirmation is non-consensual. Cooke shall continue to receive wages for the services provided to the Debtor. Class MF 3 consists of Non-priority unsecured claims. The creditors with allowed unsecured claims in Class MF 3 shall be paid in quarterly installments their pro rata share of funds paid into the Plan Fund after all administrative and priority claims are paid in full, and concurrently with payments to secured creditors, their pro-rata share of $10,525.00. The interest holders in MF (Cooke) shall retain their interests in MF and shall provide their ongoing services to MF so that it is able to operate and make the payments required under the Plan. Interest holders shall not receive any distribution on account of their interests until after all payments are made as is set forth in the Plan. All assets not distributed to creditors pursuant to the Plan, shall be re-vested in MF upon confirmation of the Plan, if the Plan confirmation is consensual, or upon closing of the case, if the Plan confirmation is non-consensual. Cooke shall continue to receive wages for the services provided to the Debtor. Class C 3 consists of Non-priority unsecured claims. The creditors with allowed unsecured claims in Class C 3 shall be paid in quarterly installments their pro rata share of funds paid into the Plan Fund after all administrative and priority claims are paid in full, and concurrently with payments to secured creditors, their pro-rata share of $7,136.00. The Cookes shall retain all assets not distributed to creditors pursuant to the Plan, and such assets shall be revested in the Cookes upon confirmation of the Plan, if the Plan confirmation is consensual, or upon closing of the case, if the Plan confirmation is non-consensual. The Debtors shall establish a separate account for the management and payment of claims of projected disposable income (the "Plan Fund") for the management of all funds for distribution to creditors and claimants. A full-text copy of the Plan of Reorganization dated November 13, 2023 is available at https://urlcurt.com/u?l=YdDmq6 from PacerMonitor.com at no charge. Attorneys for the Debtors: D. Lamar Hawkins, Esq. JoAnn Falgout, Esq. GUIDANT LAW, PLC 402 E. Southern Ave. Tempe, AZ 85282 Telephone: (602) 888-9229 Facsimile: (480) 725-0087 Email: lamar@guidant.law joann.falgout@guidant.law About Sun Valley Recovery Sun Valley Recovery, LLC, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-05552 on Aug. 15, 2023, with $1 million in both assets and liabilities. Sean Cooke, manager, signed the petition. Judge Daniel P. Collins oversees the case. D. Lamar Hawkins, Esq., at Guidant Law, PLC, is the Debtor's legal counsel. SUNSTAR INSURANCE: 70% Markdown for $4.7MM Goldman Sachs Loan ------------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $4,732,000 loan extended to Sunstar Insurance Group, LLC to market at $1,417,000 or 30% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC is a participant in a First Lien Senior Secured Debt to Sunstar Insurance Group, LLC. The loan accrues interest at a rate of 11.54% (S + 6.00%) per annum. The loan matures on October 9, 2026. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC, Inc. was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Sunstar Insurance Group LLC is a holding company that provides financial capital, operating resources and strategic oversight to the portfolio of insurance agencies that it owns. SUNSTAR INSURANCE: 82% Markdown for $374,000 Goldman Sachs Loan --------------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $374,000 loan extended to Sunstar Insurance Group, LLC to market at $69,000 or 18% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC is a participant in a First Lien Senior Secured Debt to Sunstar Insurance Group, LLC. The loan accrues interest at a rate of 13.50% (P + 5.00%) per annum. The loan matures on October 9, 2026. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC, Inc. was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Sunstar Insurance Group LLC is a holding company that provides financial capital, operating resources and strategic oversight to the portfolio of insurance agencies that it owns. TEHUM CARE SERVICES: Prisoner Plaintiffs Get Committee ------------------------------------------------------ Alex Wolf of Bloomberg Law reports that the Justice Department's bankruptcy oversight program -- the US Trustee-- appointed an official committee to represent claimants suing a large prison healthcare provider for medical malpractice, amplifying their role in mediated negotiations. The US Trustee on Monday, November 20, 2023, announced the formation of a six-member tort claimants' committee in the Chapter 11 case for Tehum Care Services Inc., a shell company created by Corizon Health Inc. to resolve hundreds of personal injury suits. The tort committee will work alongside a previously-appointed committee of unsecured creditors in Tehum's case, which is being heard in the US Bankruptcy Court for the Southern District of Texas. About Tehum Care Services Tehum Care Services Inc., doing business as Corizon Health Services Inc., is a privately held prison healthcare contractor in the United States. It is based in Brentwood, Tenn. Tehum Care Services filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90086) on Feb. 13, 2023. In the petition filed by Russell A. Perry, as chief restructuring officer, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Christopher M. Lopez oversees the case. The Debtor tapped Gray Reed & McGraw, LLP as bankruptcy counsel; Bradley Arant Boult Cummings, LLP, as special litigation counsel; and Ankura Consulting Group, LLC, as financial advisor. Russell A. Perry, senior managing director at Ankura, serves as the Debtor's chief restructuring officer. Kurtzman Carson Consultants, LLC, is the claims, noticing and solicitation agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Stinson, LLP and Dundon Advisers, LLC, serve as the committee's legal counsel and financial advisor, respectively. TEHUM CARE: U.S. Trustee Appoints Tort Committee ------------------------------------------------ The U.S. Trustee for Region 7 appointed an official committee to represent tort claimants in the Chapter 11 case of Tehum Care Services, Inc. The committee members are: 1. Aanda Slocum Email: aanda7123@gmail.com Counsel: Daniel Shaffer 405 Ridges Blvd., Ste B. Grand Junction, CO 81507 Email: lawyerdan@danielshafferlaw.com Tel: 970-243-2552 2. Elizabeth Frederick Email: frederickbeth@gmail.com Counsel: James Slater 113 S. Monroe Street Tallahassee, FL 32301 Email: james@slater.legal Tel: 305-523-9023 3. Henry Snook Email: moregreyhounds@cox.net Counsel: Anne Findling 301 E. Bethany Home Rd., Suite B-100 Phoenix, AZ 85012 Tel: 602-400-4400 Email: anne@rcmslaw.com 4. LaTonda Smith Counsel: Scott Zwillinger 2020 N. Central Ave., Suite 675 Phoenix, AZ 85004 Email: scott.zwillinger@zwfirm.com Tel: 602-609-3800 5. Nathan Alvarez Email: Alvarez.nate@icloud.com Counsel: Scott Griffiths 201 E. Southern Ave., Suite 207 Tempe, AZ 85282 Email: Scott@griffithslawaz.com Tel: 602-875-0601 6. Paris Morgan Email: parisangelmorgan@gmail.com Counsel: Jason Wallace 320 Osuna Rd NE, Suite G-3 Albuquerque, NM 87107 Email: jason@hmhw.law About Tehum Care Services Tehum Care Services Inc., doing business as Corizon Health Services Inc., is a privately held prison healthcare contractor in the United States. It is based in Brentwood, Tenn. Tehum Care Services filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90086) on Feb. 13, 2023. In the petition filed by Russell A. Perry, as chief restructuring officer, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Christopher M. Lopez oversees the case. The Debtor tapped Gray Reed & McGraw, LLP as bankruptcy counsel; Bradley Arant Boult Cummings, LLP as special litigation counsel; and Ankura Consulting Group, LLC as financial advisor. Russell A. Perry, senior managing director at Ankura, serves as the Debtor's chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims, noticing and solicitation agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Stinson, LLP and Dundon Advisers, LLC serve as the committee's legal counsel and financial advisor, respectively. THERMOSTAT PURCHASER III: Moody's Affirms 'B3' CFR, Outlook Stable ------------------------------------------------------------------ Moody's Investors Service affirmed Thermostat Purchaser III, Inc.'s ("PremiStar") corporate family rating at B3, its probability of default rating at B3-PD and senior secured first lien credit facilities (revolver and term loans) at B2. The rating outlook is maintained at stable. "The affirmation reflects Moody's expectation of continued stable demand drivers within the commercial heating, ventilation, and air conditioning (HVAC) sector, including the regular need for service maintenance and the eventual retrofit and replacement of that equipment. These factors will support the long term growth of PremiStar," said Griselda Bisono, VP - Senior Analyst at Moody's. RATINGS RATIONALE PremiStar's B3 CFR reflects the company's high debt leverage, low interest coverage and modest cash flow generation. Moody's forecast incorporates revenue and EBITDA growth, driven largely through acquisitions, and that will require further investment over time to fund and integrate into the broader business. PremiStar recently announced a $50 million fungible first lien term loan add-on to its existing first lien term loan to fund acquisitions currently in the pipeline. Pro forma for this transaction, Moody's expects debt-to-LTM EBITDA will remain relatively flat at around 7.0x, as compared to 7.1x as of September 30, 2023. Pro forma LTM EBITA-to-interest expense remains weak at 1.3x as of September 30, 2023. Moody's forecast leverage to decline to about 6.8x by the end of 2024 driven by a combination of earnings growth and some term loan amortization. The company's EBITA margins are in the 9-11% range and remain below Moody's initial expectation of 12-13%. Future margin improvement will require the successful execution of ongoing initiatives, including increasing route optimization for technicians to enable servicing more customers in less time as well as decreasing corporate overhead costs. PremiStar's B3 CFR benefits from the inelastic demand of HVAC products and services due to the high cost associated with equipment failure. In addition, the company's historically high customer retention, diverse end market exposure and broad customer base also supports the B3 rating. Moody's expects PremiStar to have adequate liquidity over the next 12-18 months, supported by availability on the $65 million revolver and about $20 million of cash on hand at the end of 2023, which is driven largely by working capital improvements. Higher cash on hand will support the company's growth initiatives over the next year. Moody's expect no free cash flow over the next year, given the low levels of expected cash flow from operations in 2024. PremiStar is weakly positioned within its current rating due to high debt levels and weak interest coverage following a series of acquisitions in 2022 and 2023. The stable outlook reflects Moody's expectation of improved volume demand for HVAC maintenance services in 2024 following weaker than normal demand in 2023 due to milder weather in the MidWest. There is minimal cushion left at the current B3 rating, and any additional financial leverage or unexpected operating setbacks will likely result in a negative rating action. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of the ratings could result from the successful generation of organic revenue growth while increasing EBITA margins and maintaining strong free cash flow. In addition, PremiStar would need to sustain debt to EBITDA below 6.0x and maintain conservative financial policies along with a good liquidity profile. A downgrade would likely result should the company experience revenue and EBITA margin declines, financial leverage sustained above 7.0x, EBITA-to-interest expense sustained below 1.0x or if the company experiences a weakening in its liquidity profile. Ratings could also be downgraded if the company accelerates its debt funded acquisition activity or undertakes a significant shareholder return. PremiStar, headquartered in Deerfield, IL, is a provider of commercial HVAC, plumbing, and building controls and solutions serving US municipal and commercial buildings such as universities, hospitals, churches, banks and manufacturers. For the twelve month period ended September, 2023, the company generated $548 million in revenue. The company is owned by private equity sponsor, Partners Group. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. THRASIO LLC: Goldman Sachs Marks $38.8MM Loan at 41% Off -------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $38,832,000 loan extended to Thrasio, LLC to market at $22,911,000 or 59% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC is a participant in a First Lien Senior Secured Debt to Thrasio, LLC. The loan accrues interest at a rate of (S + 7.00%) per annum. The loan matures on December 18, 2026. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Thrasio LLC -- https://www.thrasio.com -- specializes in buying Amazon third-party private label businesses. Its portfolio includes Angry Orange pet odor eliminators and stain removers, Wise Owl Outfitters camping and outdoor gear, and more than 200 other Amazon and ecommerce brands. Thrasio was co-founded in 2018 by Joshua Silberstein. TIMBER PHARMA: Nov. 29 Deadline Set for Panel Questionnaires ------------------------------------------------------------ The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Timber Pharmaceuticals, Inc., et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/33rt7994 and return by email it to Jane M. Leamy - Jane.M.Leamy@usdoj.gov - at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Wednesday, Nov. 29, 2023. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Timber Pharmaceuticals Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation -- http://www.timberpharma.com-- is a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI), facial angiofibromas (FAs) in tuberous sclerosis complex (TSC), and localized scleroderma. Timber reported a net loss and comprehensive loss of $19.38 million for the year ended Dec. 31, 2022, compared to a net loss and comprehensive loss of $10.64 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $10.27 million in total assets, $5.04 million in total liabilities, and $5.23 million in total stockholders' equity. Short Hills, New Jersey-based KPMG LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. TIMBER PHARMACEUTICALS: Cleared to Tap $3-Mil. of Chapter 11 Loan ----------------------------------------------------------------- Vince Sullivan of Law360 reports that bankrupt drug developer Timber Pharmaceuticals Inc. received interim approval Tuesday, November 21, 2023, to access $3 million of its $13.9 million Chapter 11 financing package after adding protections for unsecured creditors at the request of a Delaware bankruptcy judge. About Timber Pharmaceuticals Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation -- http://www.timberpharma.com-- is a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI), facial angiofibromas (FAs) in tuberous sclerosis complex (TSC), and localized scleroderma. Timber reported a net loss and comprehensive loss of $19.38 million for the year ended Dec. 31, 2022, compared to a net loss and comprehensive loss of $10.64 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $10.27 million in total assets, $5.04 million in total liabilities, and $5.23 million in total stockholders' equity. Timber Pharmaceuticals, Inc., and affiliates Timber Pharmaceuticals LLC and BioPharmX Inc. sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-11878) on Nov. 17, 2023. Timber Pharmaceuticals, Inc., disclosed total assets of $3,326,213 against total debt of $5,947,297. The Debtors tapped MORRIS, NICHOLS, ARHST & TUNNELL LLP as bankruptcy counsel; LOWENSTEIN SANDLER LLP as special counsel; and VRS RESTRUCTURING SERVICES LLC as CRO provider. TOWERCO IV: Goldman Sachs Marks $5MM Loan at 54% Off ---------------------------------------------------- Goldman Sachs BDC, Inc has marked its $5,000,000 loan extended to Towerco IV Holdings, LLC to market at $2,283,000 or 46% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC is a participant in a First Lien Last out Unitranched Loan to Towerco IV Holdings, LLC. The loan accrues interest at a rate of 9.43% (S+4.00%) per annum. The loan matures on August 31, 2028. Goldman Sachs BDC said the loan is on non-accrual status. Goldman Sachs BDC, Inc. was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Towerco IV Holdings, LLC is an owner and operator of wireless communications infrastructure. TRANSOCEAN LTD: Board Adopts Revised Executive Severance Policy --------------------------------------------------------------- Transocean Ltd. disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission that at its quarterly meeting on Nov. 16, 2023, the Compensation Committee of the Board of Directors of Transocean Ltd., as part of its ongoing review of the Company's compensation practices, adopted an amended and restated Transocean Ltd. Executive Severance Benefit Policy. The revisions to the Policy are intended to more closely align the benefits provided therein with market practice by providing certain severance benefits to certain of the Company's executives. The revisions to the Policy provide, among other matters, that in the event of a Qualifying Termination in connection with a Change of Control, (i) qualifying executives who directly report to the Chief Executive Officer of the Company will be eligible to receive a cash severance benefit in an amount equal to such executive's base salary in effect immediately prior to the applicable Termination Date multiplied by 2.0; and (ii) all other qualifying executives will be eligible to receive a cash severance benefit in an amount equal to such executive's base salary in effect immediately prior to the applicable Termination Date multiplied by 1.5. About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Transocean Ltd. reported a net loss of $621 million for the year ended Dec. 31, 2022, a net loss of $591 million for the year ended Dec. 31, 2021, a net loss of $568 million for the year ended Dec. 31, 2020 and a net loss of $1.25 billion for the year ended Dec. 31, 2019. As of March 31, 2023, the Company had $20.19 billion in total assets, $1.05 billion in total current liabilities, $8.81 million in total long-term liabilities, and $10.32 billion in total equity. * * * As reported by the TCR on Sept. 28, 2023, S&P Global Ratings raised its issuer credit rating on offshore drilling contractor Transocean Ltd. to 'CCC+' from 'CCC'. S&P said, "The upgrade reflects improved rig demand, higher day rates, and our view that there is reduced near-term risk of a distressed debt exchange or balance sheet restructuring." UNCONDITIONAL LOVE: Court OKs $48MM DIP Loan from CIT ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Unconditional Love Inc. and affiliates to use cash collateral and obtain postpetition financing, on a final basis. The DIP Credit Facility will consist of a consolidated, revolving credit facility in the aggregate, maximum principal amount of $48 million, consisting of new revolving availability of up $12.4 million, and a conversion of $35.6 million of obligations under the Prepetition First Lien Credit Agreement into post-petition debtor-in-possession financing obligations. CIT Northbridge Credit LLC serves as DIP agent under the DIP facility. The Debtors are required to comply with these milestones: (a) On the Petition Date, the Debtors must have entered into an asset purchase agreement with a Stalking Horse Bidder, in form and substance satisfactory to the DIP Agent, providing for the Stalking Horse Bidder's purchase of substantially all of the Debtors' assets (subject to the Auction and process contemplated in the Sale Procedure Order); (b) On or before one business day after the Petition Date, or such later date to which the DIP Agent consents in writing in its sole discretion, the Debtors must file a motion, in form and substance acceptable to the DIP Agent, requesting entry of the Sale Procedure Order authorizing procedures for the sale of substantially all of the Debtors' assets to the Stalking Horse Bidder (or, if an Auction is held, to the Winning Bidder); (c) On or before 30 days after Petition Date, or such later date to which the DIP Agent consents in writing in its sole discretion, the Bankruptcy Court must have entered the Sale Procedure Order; (d) On or before the date that is 72 days after the Petition Date, the Debtors must have conducted an auction for the sale of substantially all of their assets (if necessary) and selected the successful bidder for the substantially all of their assets; (e) On or before the date that is 75 days after the Petition Date, or such later date to which the DIP Agent consents in writing in its sole discretion, the Bankruptcy Court must have entered the Sale Order approving the 363 Sale; and (f) On or before the date that is 77 days after the Petition Date, provided that the Bankruptcy Court has waived the stay imposed by Bankruptcy Rule 6004(h) or such later date to which the DIP Agent consents in writing in its sole discretion, the Sale must be closed. As of the Petition Date, the Debtors have approximately $64.9 million in outstanding borrowings, consisting of (i) approximately $34.9 million aggregate principal amount outstanding under the Debtors' Prepetition CIT Loan Documents and (ii) approximately $30 million in borrowings under the Debtors' Prepetition Subordinated Notes. The Debtors also have unsecured obligations consisting of, among other things, trade debt. As of the Petition Date, the Debtors were party to each of: (x) a Loan, Security and Guarantee Agreement dated as of April 12, 2022 with CIT Northbridge Credit LLC as agent and the lenders party thereto; and (y) all other documents, instruments, and agreements executed in connection with the Prepetition First Lien Credit Agreement. As of the Petition Date, the Debtors were indebted to the Prepetition CIT Secured Parties in the non-contingent liquidated amount of no less than $35.6 million. The Debtors require access to the funding available under the DIP Credit Facility and the DIP Credit Facility Documents and cash collateral in order to satisfy administrative expenses associated with the operation of their business as a going concern, pursuing the Sale Process and other costs relating to the administration of the Chapter 11 Cases. As adequate protection and in consideration for being primed by the DIP Lender’s claims and liens, the Pre-Petition Agent and Pre-Petition Lenders will receive, to the extent of diminution in value of the interests of the Pre-Petition Agent and Pre-Petition Lenders in the Debtors' collateral securing the amounts due under the Pre-Petition Credit Agreement and other Pre-Petition Loan Documents following the Petition Date, (a) a claim having priority over any and all expenses of the kind specified in, among other sections of the Bankruptcy Code, Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 726, and 1114, subject to payment of the Carve Out and subject to the superpriority administrative claims of the DIP Agent and the DIP Lender under the DIP Facility; and (b) valid, binding, enforceable and perfected replacement liens in all DIP Collateral, subject to payment of the Carve Out, Permitted Senior Liens, and the DIP Credit Liens. A copy of the motion is available at https://urlcurt.com/u?l=17dMPN A copy of the order is available at https://urlcurt.com/u?l=3usKYy About Unconditional Love Founded in February 2019, Hello Bello is a retailer of baby necessities, selling products made with plant-based ingredients and organic botanicals across the baby, family, and wellness markets. The Company is headquartered in Los Angeles, California, with manufacturing plants located in the United States, Mexico, Canada, and China. On Oct. 23, 2023, Unconditional Love Inc. and its affiliate filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11759). The Debtors listed $100 million to $500 million in estimated assets and liabilities. The petitions were signed by Erica Buxton as chief executive officer. Hon. Mary F. Walrath presides over the cases. The Debtors tapped Young Stargatt & Taylor as Delaware bankruptcy counsels. Willkie Farr & Gallagher LLP is the Debtors' general bankruptcy counsel. Emerald Capital Advisors Corp. is the Debtors' restructuring advisor. Jefferies LLC is the Debtors' investment banker. Stretto, Inc. is the Debtors' notice, claims, solicitation and balloting agent. VENTURE INC: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------- David Asbach, Acting U.S. Trustee for Region 5, appointed an official committee to represent unsecured creditors in the Chapter 11 case of Venture, Inc. The committee members are: 1. Quirch Louisiana, LLC c/o Mark DuSaules 2701 S. Le Jeune Road Coral Gables, FL 33134 Tel: (504) 508-9313 Email: mark.dusaules@quirchfoods.com 2. United Natural Foods, Inc. d/b/a SUPERVALU, Inc. c/o Nicholas I. Leitzes 313 Iron Horse Way Providence, RI 02908 Tel: (401) 528-8634, Extn. 32315 Email: nleitzes@unfi.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Venture Inc. Venture Inc. and its affiliates filed voluntary Chapter 11 petitions (Bankr. S.D. Miss. Lead Case No. 23-02186) on Sept. 22, 2023. At the time of the filing, Venture disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Jamie A. Wilson oversees the cases. The Debtors tapped Newman & Newman and the Law Offices of Craig M. Geno, PLLC as bankruptcy counsel and Harper Rains Knight & Company, PA as financial advisor. WATER GREMLIN: Gopher Resource Steps Down as Committee Member ------------------------------------------------------------- The U.S. Trustee for Region 3 disclosed in a court filing that Gopher Resource, LLC resigned from the official committee of unsecured creditors in the Chapter 11 cases of Water Gremlin Company and its affiliates. The remaining members of the committee are: 1. Dana Erickson, Individually and as Trustee for the Next-of-Kin Leilani Lee Erickson, Deceased c/o Dean M. Salita, Esq. Schmidt & Salita Law Team 13911 Ridgedale Drive, Suite 325 Minnetonka, MN 55305 Email: dsalita@mnlawteam.com Phone: 952-473-4530 2. Page O. Stevens c/o Dean M. Salita, Esq. Schmidt & Salita Law Team 13911 Ridgedale Drive, Suite 325 Minnetonka, MN 55305 Email: dsalita@mnlawteam.com Phone: 952-473-4530 3. Tori M. Stebbing c/o Dean M. Salita, Esq. Schmidt & Salita Law Team 13911 Ridgedale Drive, Suite 325 Minnetonka, MN 55305 Email: dsalita@mnlawteam.com Phone: 952-473-4530 4. Emily L. Swoboda c/o Dean M. Salita, Esq. Schmidt & Salita Law Team 13911 Ridgedale Drive, Suite 325 Minnetonka, MN 55305 Email: dsalita@mnlawteam.com Phone: 952-473-4530 5. Steven R. Kappes c/o Dean M. Salita, Esq. Schmidt & Salita Law Team 13911 Ridgedale Drive, Suite 325 Minnetonka, MN 55305 Email: dsalita@mnlawteam.com Phone: 952-473-4530 6. David F. Strong, Individually and as Trustee for the Next-of-Kin Louise J. Bestow, Deceased c/o Dean M. Salita, Esq. Schmidt & Salita Law Team 13911 Ridgedale Drive, Suite 325 Minnetonka, MN 55305 Email: dsalita@mnlawteam.com Phone: 952-473-4530 About Water Gremlin Water Gremlin Company is the world's technological and market leader in battery terminals. It was founded in 1949 as a manufacturer of recreational fishing products. In 1970, the company expanded to battery terminal production. Water Gremlin uses custom engineering, design, and automation to deliver consistent quality solutions for industries like automotive, agriculture, commercial trucking, marine, telecommunications, recreation, and military and government operations. Water Gremlin and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11775) on Oct. 27, 2023. At the time of the filing, Water Gremlin reported $10 million to $50 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Alessandra Glorioso, Esq., at Dorsey & Whitney (Delaware) LLP as bankruptcy counsel; Intrepid Investment Bankers, LLC as investment banker; Riveron RTS, LLC as financial advisor. Kekst CNC and Padilla provide public relations services to the Debtors. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Norman Pernick, Esq. WESTERN GLOBAL AIRLINES: Cleared to Cut Debt Load by $465 Million ----------------------------------------------------------------- James Nani of Bloomberg Law reports that Western Global Airlines Inc. has won court approval for a bankruptcy reorganization plan that cuts its debt load by about $465 million. The cargo airline's Chapter 11 plan, approved by Judge Karen B. Owens of the US Bankruptcy Court for the District of Delaware, allows the reorganized company to exit bankruptcy with less than $100 million of funded debt. The company took a financial hit as demand in the air cargo market softened in late 2022 because of the weakened global economy and increased competition from passenger aircraft, according to court records. In August 2023, Western Global announced that it has sought Chapter 11 protection after reaching an agreement with key financial stakeholders, including existing bondholders holding more than 85% of the outstanding senior unsecured notes due in 2025, in support of a reorganization plan to stabilize the business and its financial future, with WGA's founder, Jim Neff, reinvesting alongside bondholders and other financial partners. The reorganization materially reduces the Company's debt by over $450 million, infuses significant new capital into the Company, and gives the reorganized WGA the ability to continue its commitment to sharing the economic benefits of ownership with employees. About Western Global Airlines Western Global Airlines, Inc., provides contracted air cargo transportation services ranging from ACMI (Aircraft, Crew, Maintenance, and Insurance) to Full Service, on a global scale. WGA is a high-tech air cargo platform serving customers in e-commerce, express, freight forwarding, logistics, nonprofit, and governmental organizations. Western Global Airlines and affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11093) on August 7, 2023. In the petition signed by James K. Neff, chief executive officer, the Debtor disclosed up to $500 million in assets and up to $1 billion in liabilities. Judge Karen B. Owens oversees the case. The Debtors tapped Weil, Gotshal & Manges LLP as general bankruptcy counsel, Richards, Layton & Finger, P.A. as local bankruptcy counsel, Evercore Group L.L.C. as investment banker, FTI Consulting, Inc., as provider of interim management and financial advisory services. and Stretto, Inc. as claims, noticing, and solicitation agent. DKB Partners LLC, as DIP Lender and Prepetition Lender, is represented by Young Conaway Stargatt & Taylor, LLP. Daugherty, Fowler, Peregrin, Haught and Jenson, P.C., serves as DOT/FAA counsel for the DKB DIP Lender. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as counsel to the Ad Hoc Group of DIP Lenders and Certain Creditors. Ducera Partners LLC, serves as financial advisor for the Funding Group DIP Lenders. Landis Rath & Cobb LLP, is the Delaware counsel for the Funding Group DIP Lenders. PIRINATE Consulting Group, LLC, is the strategic advisor to the Funding Group DIP Lenders. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Western Global Airlines Inc. The Committee retained Willkie Farr & Gallagher LLP as its lead counsel, Potter Anderson & Corroon LLP as Delaware and conflicts counsel, and AlixPartners, LLP as financial advisor. WESTERN URANIUM: Incurs $1.1 Million Net Loss in Third Quarter -------------------------------------------------------------- Western Uranium & Vanadium Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.06 million on $89,144 of revenues for the three months ended Sept. 30, 2023, compared to a net loss of $527,525 on $108,547 of revenues for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $3.24 million on $357,908 of revenues compared to a net income of $578,422 on $7.61 million of revenues for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $30.86 million in total assets, $3.92 million in total liabilities, and $26.93 million in total shareholders' equity. Western Uranium stated, "Since inception, the Company has met its liquidity requirements principally through the issuance of notes and the sale of its common shares. "The Company's ability to continue its planned operations and to pay its obligations when they become due is contingent upon the Company obtaining additional financing. Management's plans include seeking to procure additional funds through debt and equity financing, to secure regulatory approval to fully utilize its kinetic separation ("Kinetic Separation") technology, and to initiate the processing of ore to generate operating cash flows. "There are no assurances that the Company will be able to raise capital on terms acceptable to the Company or at all, or that cash flows generated from its operations will be sufficient to meet its current operating costs. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned product development, which could harm its financial condition and operating results, or it may not be able to continue to fund its ongoing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern to sustain operations for at least one year from the issuance of these condensed interim consolidated financial statements." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1621906/000121390023088764/f10q0923_westernuranium.htm About Western Uranium & Vanadium Western Uranium & Vanadium Corp. is a Colorado-based uranium and vanadium conventional mining company focused on low-cost and near-term production of uranium and vanadium in the western United States, and development and application of kinetic separation. Western Uranium reported a net loss of $713,767 for the year ended Dec. 31, 2022, compared to a net loss of $2.07 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $33.20 million in total assets, $3.94 million in total liabilities, and $29.26 million in total shareholders' equity. Mississauga, Canada-based MNP LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has incurred continuing losses and negative cash flows from operations and is dependent upon future sources of equity or debt financing in order to fund its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. WEWORK INC: Landlords Object to Store Shutdowns ----------------------------------------------- Eliza Ronalds-Hannon, Amelia Pollard and Reshmi Basu of Bloomberg News report that some owners of WeWork Inc.'s more than 700 properties are objecting to the company's plans to shut down many of its locations in bankruptcy. Objections filed Tuesday, Nov. 21, 2023, the deadline for such motions, pushed back on the company's timeline for rejecting leases, and rules they say wrongly favor WeWork. For example, one landlord claims WeWork would retain the right to stay in a location, even after canceling a lease. The filings provide a fresh look at the delicate balance WeWork must strike as it seeks to renegotiate or shed onerous leases, a key part of its bankruptcy plan. About WeWork Inc. New York, NY-based WeWork Inc. is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6, 2023. In its petition, WeWork Inc. reported $19 billion of liabilities and $15 billion of assets. The Debtors are represented by Kirkland & Ellis LLP (Edward Sassower, Joshua Sussberg, Steven Serrejeddini, Ciara Foster, Oliver Pare, Josh Greenblatt, Jimmy Ryan, Connor Casas, William Arnault) and Cole Schotz PC (Michael Sirota, Warren Usatine, Felice Yudkin, Ryan Jareck) as legal counsel, Alvarez & Marsal North America LLC (Justin Schmaltz) as financial advisor, and PJT Partners LP (Paul Sheaffer) as investment banker. Softbank is represented by Weil Gotshal & Manges LLP (Gary Holtzer, Gabriel Morgan, Kevin Bostel, Eric Einhorn) and Wollmuth Maher & Deutsch LLP (Paul DeFilippo, James Lawlor, Steven Fitzgerald, Joseph Pacelli) as legal counsel and Houlihan Lokey Capital as financial advisor. The Ad Hoc Group of First Lien and Second Lien Lenders is represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig LLP (Alan Brody) as legal counsel and Ducera Partners LLC as financial advisor. WHITEWATER HOLDING: 93% Markdown for Goldman Sachs $2.3MM Loan -------------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $2,340,000 loan extended to Whitewater Holding Company LLC market at $164,000 or 7% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC is a participant in a First Lien Senior Secured Debt to Whitewater Holding Company LLC. The loan accrues interest at a rate of 11.22% (S + 5.75%) per annum. The loan matures on December 21, 2027. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. WhiteWater Holding Company, LLC provides car washing services. The Company offers tri-color polish, wheel cleaning, rainfall rinse, rain repellant glass wax, tire shine, and flash dry services. WhiteWater Holding serves customers in the United States. WHITEWATER HOLDING: Goldman Sachs Marks $2.6MM Loan at 30% Off -------------------------------------------------------------- Goldman Sachs BDC, Inc has marked its $2,694,000 loan extended to Whitewater Holding Company LLC to market at $1,884,000 or 70% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC, Inc is a participant in a First Lien Senior Secured Debt to Whitewater Holding Company LLC. The loan accrues interest at a rate of 11.54% (S+6.00%) per annum. The loan matures on December 21, 2027. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. Goldman Sachs BDC was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. WhiteWater Holding Company, LLC provides car washing services. The Company offers tri-color polish, wheel cleaning, rainfall rinse, rain repellant glass wax, tire shine, and flash dry services. WhiteWater Holding serves customers in the United States. WILDBRAIN LTD: S&P Alters Outlook to Negative, Affirms 'B-' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'B-' issuer credit rating on Toronto-based children's content developer WildBrain Ltd. At the same time, S&P affirmed the 'B-' rating on its senior secured term loan. The '3' recovery rating is unchanged, indicating its expectation of meaningful (50%-70%) recovery in an event of default. The negative outlook reflects the increased refinancing risk of the company's upcoming debt maturity. S&P could lower the ratings if the company is unable to make credible progress on its refinancing plans in the coming few months. S&P said, "We envision heightened refinancing risks. WildBrain's C$140 million senior unsecured convertible debentures are due in September 2024 and are current on the company's balance sheet. At the same time, the company's revolving credit facility of $40 million (undrawn) has a springing maturity. The revolver matures on the earlier of March 26, 2026, or three months prior to the maturity of the convertible debentures (Sept. 30, 2024). The negative outlook reflects elevated refinancing risks pertaining to these maturities. We believe capital market conditions will remain challenging. A soft macroeconomic environment presents a degree of uncertainty that WildBrain can refinance the debt at favorable terms and in a timely manner. "We forecast WildBrain will sustain its operating performance. WildBrain generates about 44% of overall revenues from its content creation and audience engagement segment. We expect WildBrain's overall revenues will decline modestly in fiscal 2024 (ending June) compared to 2023. This is due to the pause in the overall content industry caused by the Screen Actors Guild-American Federation of Television and Radio Artists (SAG-AFTRA) strike that led to slower production greenlights. We expect softness in content production revenues will be offset by growth in the global licensing segment, which generates 40% of overall revenues. Finally, we expect revenues from the Canadian broadcasting segment (less than 20% of revenues) will continue to decline as a result of a drop in traditional TV subscribers. "In fiscal 2024, the company will continue to enhance its capabilities in content creation, audience engagement, and licensing over the near term. In addition, WildBrain will focus on controlling its costs. Cost efficiency measures and the expansion of the high-margin licensing business should spur modest EBITDA growth on S&P adjusted basis, (including a sizable noncontrolling interest for its 80% stake in Peanuts operations). We forecast the company will maintain a debt-to-EBITDA ratio on an S&P Global Ratings-adjusted basis in the 7x-7.5x area through 2024. Amid high interest rates, we also estimate that WildBrain's EBITDA will sufficiently cover its mandatory fixed charges of interest and minimum capital expenditure, providing support to the ratings. "We assess that WildBrain's liquidity cushion will be tight. We estimate the company will generate free cash flow on S&P adjusted basis in the C$15 million-C$20 million range in fiscal 2024. However, considering a sizable maturity within the next 12 months, we believe WildBrain's sources of liquidity are insufficient to comfortably cover uses. Furthermore, we incorporate the risks of limited revolver access if it doesn't address the maturity in a timely manner. The company is exploring several options, including noncore asset sales and possibly issuing equity shares. However, until a decision is made, we believe WildBrain's liquidity cushion will be tight for the near term, making the company vulnerable to operational missteps or a market disruption. "The negative outlook reflects the increased refinancing risk of WildBrain's upcoming debt maturity. We could lower the ratings if the company cannot make credible progress on its refinancing plans in the coming few months." S&P could lower the ratings over the next few months if: -- S&P does not have clear visibility on the company's refinancing plans six months prior to maturity; and -- It cannot generate positive free operating cash flow. Such a scenario could occur in a prolonged economic recession leading to weaker operating performance, stemming from lower advertising or merchandise revenues. This could also occur if WildBrain cannot execute its organic growth strategy or recover content revenues after resolution of the Writers Guild of America (WGA) and SAG-AFTRA strikes, leading to elevated leverage measures and an unsustainable capital structure. S&P could revise the outlook to stable if the company successfully addresses the maturity of convertible notes while maintaining adequate liquidity. Governance factors are a moderately negative consideration for WildBrain. Even though WildBrain is publicly traded, governance factors incorporate the significant ownership by Fine Capital Partners. S&P believes the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects private equity sponsors' generally finite holding periods and focus on maximizing shareholder returns. WINECOM LLC: Goldman Sachs Marks $5.8M Loan at 56% Off ------------------------------------------------------ Goldman Sachs BDC, Inc has marked its $5,882,000 loan extended to Wine.com, LLC to market at $2,588,000 or 44% of the outstanding amount, as of September 30, 2023, according to Goldman Sachs's Form 10-Q for the Quarterly period ended, September 30, 2023, filed with the Securities and Exchange Commission on November 7, 2023. Goldman Sachs BDC is a participant in a First Lien Senior Secured Debt (12.00% PIK) to Wine.com, LLC. The loan matures on November 14, 2024. Goldman Sachs BDC classified the loan on non-accrual status and as a non-income producing security. The loan is subject to Chapter 7 bankruptcy process filed by IHS Intermediate Inc. (dba Interactive Health Solutions). Goldman Sachs BDC, Inc. was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Wine.Com, LLC produces and distributes wines. The Company offers wines, glassware, and accessories. Wine.Com markets its products in the United States. WOLVERINE WORLD: Moody's Cuts CFR to B3 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service downgraded Wolverine World Wide, Inc.'s ratings, including the corporate family rating to B3 from B1, probability of default rating to B3-PD from B1-PD, and senior unsecured global notes rating to Caa2 from B3. The outlook was changed to stable from negative. The SGL-3 speculative grade liquidity (SGL) rating is unchanged. The downgrades reflect Wolverine's ongoing steep revenue and earnings declines and Moody's expectations that the challenging retail environment will hinder the company's ability to realize significant near-term benefits from its turnaround efforts. Operating results have been weak in both the wholesale and direct-to-consumer channels and across most brands, reflecting sector-wide elevated markdown activity and reduction in wholesale orders, as well as Wolverine's-specific inventory liquidation activity and underinvestment in brands and operations. Moody's-adjusted debt/EBITDA increased to 10.5x as of September 30, 2023 (including standard adjustments for operating leases, pensions, the accounts receivable securitization program and tax repatriation liability) and EBITA/interest expense was 1.0x. While Wolverine is focused on its strategic transformation plan led by the company's new leadership team, it faces significant execution risk due to the broad scope of investment needed to improve the business, weak consumer demand particularly in the key outdoor category, and a highly promotional environment. Nevertheless, Moody's expects earnings recovery in 2024 from a low base in 2023, driven by corporate cost reduction, lower freight costs and reduced markdowns. Moody's expects debt/EBITDA to decline to mid-5x at year-end 2024, and interest coverage to improve to high-1x, reflecting better operating results and revolver paydown with cash flow from inventory reduction and net proceeds from approximately $60 million in expected asset sales in late 2023. Wolverine also plans to sell its Sperry brand, which is not included in these projections. The SGL-3 speculative grade liquidity rating incorporates Moody's projections for adequate liquidity over the next 12-18 months, supported by modestly positive free cash flow driven by working capital benefits as Wolverine continues to reduce inventory levels. Wolverine has no near-term debt maturities, good excess revolver capacity, and adequate covenant cushion. The stable outlook reflects Moody's expectations that Wolverine's earnings will recover significantly in 2024 and the company will maintain adequate liquidity. Any additional asset sale proceeds are expected to facilitate deleveraging. RATINGS RATIONALE Wolverine's B3 CFR is constrained by the company's high leverage and weak operating performance. The company has a narrow product focus primarily in the fashion-sensitive footwear segment. Many of its brands have relatively low direct-to-consumer penetration, which limits the company's ability to leverage consumer insights. These brands also have a small revenue scale in highly competitive categories, which limits Wolverine's capacity to invest in technology, marketing and product development to support long-term growth. The rating also incorporates governance considerations, including financial decisions that contributed to high leverage, including financing the Sweaty Betty acquisition with revolver borrowings in Q3 2021 and continuing share repurchases through Q2 2022, instead of paying down debt. Wolverine is also subject to social and environmental risks related to waste and pollution including per- and polyfluoroalkyl substances (PFAS) remediation and litigation exposure for its former tannery facility, responsible sourcing, the treatment of work force, natural capital and customer relations. At the same time, the rating benefits from Wolverine's ownership of Merrell and Saucony, which are well-recognized and differentiated brands representing approximately half of the company's sales. The company has diversified global distribution in the footwear industry and its product portfolio appeals to a broad range of consumer needs and demographics. Wolverine is enacting plans for streamlining costs, selling weaker brands and investing in its core brands to maximize their growth and margin potential. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if earnings, financial leverage and cash flow generation recover on a sustained basis. An upgrade would also require a return to sustainable revenue and operating profit growth in each of Wolverine's key brands. Quantitative measures include Moody's-adjusted debt/EBITDA sustained below 5x and EBITA/interest expense sustained above 1.75x. The ratings could be downgraded if the company does not demonstrate progress in its turnaround plans, including cost reduction, brand investment, product innovation and reduction in debt levels with cash flow and proceeds from asset sales. Weaker than forecast liquidity, including significant negative free cash flow or tight covenant cushion, could also result in a downgrade. The ratings could also be downgraded if there are material adverse regulatory or litigation developments related to the company's environmental liabilities. Quantitative measures include Moody's-adjusted EBITA/interest expense below 1.25x. Headquartered in Rockford, Michigan, Wolverine World Wide, Inc. is a designer and marketer of casual, active lifestyle, work, athletic, and uniform footwear and apparel. The company's portfolio of brands includes Merrell, Saucony, Sperry, Sweaty Betty, Hush Puppies, Wolverine, Chaco, Bates, and HYTEST. The company also is the global footwear licensee of the Cat and Harley-Davidson brands. Revenue for the latest twelve months ended September 30, 2023 was $2.4 billion. The principal methodology used in these ratings was Retail and Apparel published in November 2023. YC RIVERGOLD: Sheraton Says Franchise Deal in Works --------------------------------------------------- The Sheraton LLC filed a limited objection and reservation of rights to the Disclosure Statement for Plan of Reorganization of YC Rivergold Hotel LLC. In support of the Limited Objection. Sheraton and the Debtor are currently discussing a potential consensual resolution to Sheraton's concerns about the Debtor's assumption of the Franchise Agreement in connection with its Plan which shall take the form of a stipulation. However, this stipulation and any agreements related thereto, are not yet finalized, and therefore Sheraton files this Limited Objection to preserve its rights in connection with certain provisions of the Disclosure Statement and the accompanying Plan that Sheraton finds objectionable and inconsistent with the Debtor's obligations under the Franchise Agreement. YC Rivergold Hotel LLC (the "Debtor") is the franchisee under that certain Franchise Agreement for Conversion Hotel, dated on or about October 7, 2015 (the "Franchise Agreement"). Pursuant to the Franchise Agreement, the Debtor has a non-exclusive license for the Debtor's hotel located at 51 Egan Drive, Juneau, Alaska 99801 (the "Hotel") to be operated under the Four Points brand, which includes the use of Sheraton's trademarks and other intellectual property. The Franchise Agreement expressly prohibits the Debtor from effecting or permitting any assignment, novation, delegation or other transfer, in whole or in part, of the Franchise Agreement or of the Debtor's rights, remedies, duties, or obligations thereunder. The Debtor is required to pay Sheraton, as the franchisor under the Franchise Agreement, certain franchise, marketing, royalty and other fees and reimbursable amounts (collectively, the "Fees") in accordance with the terms set forth in the Franchise Agreement. Sheraton points out that the franchise agreement cannot be assumed or assumed and assigned without Sheraton's express written consent. * The Plan provides that, "[o]n the Confirmation Date, unless the Debtor has already moved for the assumption or rejection of an Executory Contract, all Executory Contracts and unexpired leases, including, without limitation, the Franchise Agreement…are, if they have not already been assumed, deemed assumed."mWhile the Debtor explicitly seeks to assume the Franchise Agreement under the Plan, it is not assignable under federal trademark law without Sheraton's express written consent. * Here, under the Franchise Agreement, Sheraton "grant[ed] to the Debtor the non-exclusive right…for the Hotel to be operated under the [Four Points] Brand using the System." "System" includes all current and future trademarks, service marks, trade names, product configuration, industrial design, trade dress and other indicia of origin associated with the [Four Points] Brand. Accordingly, the Franchise Agreement grants a right to the Debtor to use certain of Sheraton's trademarks along with other intellectual property owned by Sheraton, and therefore, under federal trademark law, the Franchise Agreement cannot be assigned without the consent of Sheraton. * Further, the Franchise Agreement specifically states that the Debtor "shall not effect or permit any assignment, novation, delegation or other transfer, in whole or in part, of this Agreement or any rights, remedies, duties or obligations hereunder." Thus, under the express terms of the Franchise Agreement, assignment of the Franchise Agreement is prohibited and is strictly conditioned on the approval of Sheraton. Sheraton further points out that to the extent Sheraton is owed more than any proposed cure amount, Sheraton does not consent to such amount. * Since the Debtor proposes to assume the Franchise Agreement under the Plan, the Debtor must cure all pre-petition liabilities and any fees and expenses incurred postpetition by Sheraton (including attorneys' fees and expenses). However, under the Plan and the Disclosure Statement, the Debtor (i) misstates the prepetition amount owed to Sheraton as set forth in the Proof of Claim, and (ii) proposes to potentially pay any Cure Amount to Sheraton after the Effective Date, which is problematic. * Moreover, Sheraton demands payment of its claim in full prior to, or on, the Effective Date in connection with any assumption because Sheraton needs to know that the Debtor has adequate cash on hand on the Effective Date to provide the required Cure Amount, and to continue to perform under the Franchise Agreement. In its current form, the Plan provides that the holder of a claim for a Cure Amount will be paid in respect of such Claim the full amount thereof, in Cash, by the later of (i) the Effective Date and (ii) the date on which such Claim becomes an Allowed Administrative Claim, thus leaving open the possibility that Sheraton could be paid in respect of its claim after the Effective Date. It is non-sensical to leave complete resolution of the Sheraton Cure Amount, including payment of such Cure Amount, until after the Effective Date. If there is no agreement that the Cure Amount will be paid to Sheraton in full prior to, or on, the Effective Date, Sheraton will not consent to the assumption of the Franchise Agreement by the Debtor. * At this time, Sheraton is unclear as to what, if any, Cure Amount is proposed by the Debtor, but it is hopeful that the Debtor will enter into a consensual stipulation providing for the payment of the Cure Amount in full to Sheraton's satisfaction. Sheraton notes that is owed no less than $71,114.40 for pre-petition amounts, in addition to those attorneys' fees and expenses arising from post-petition work conducted on behalf of Sheraton which are required to be paid in connection with the Cure Amount. Moreover, no adequate assurance of future performance has been provided or proposed by the Debtor. Accordingly, to the extent that Sheraton is owed more than any proposed Cure Amount, Sheraton does not consent to such amount. Sheraton asserts that the disclosure statement does not contain adequate information regarding whether the debtor has sufficient funds to timely complete necessary renovations and refurbishments. * While the Disclosure Statement does provide some information regarding the PIP and related renovations and refurbishments, neither the Plan nor the Disclosure Statement confirms that the Debtor will have sufficient funds to fully complete such renovations and refurbishments by no later than December 2024 as required by, inter alia, the Order of Magnitude Estimate Summary and the Temporary Renovation Investment Program prepared by Sheraton. The Disclosure Statement provides that the Debtor currently estimates the cost of the work in connection with the renovations and refurbishments to be approximately $2.75 million and expects to complete it over this coming winter and the following winter, but in order for Sheraton to consent to assumption or assumption and assignment of the Franchise Agreement, the Debtor must explicitly provide that it has sufficient funds to allocate no less than $2.75 million (which amount is subject to increase at Sheraton's sole discretion) for completion of the renovations and refurbishments to the Hotel, and that it will complete such renovations by the required deadline. According to Sheraton, the disclosure statement does not contain adequate information regarding whether any potential changes to the hotel manager will strictly follow the terms of the franchise agreement. * The Plan provides that, while the Debtor's current management operator for the Hotel is expected to continue providing management and accounting services to the Reorganized Debtor as of the Effective Date, the Reorganized Debtor has the option to either take such services in-house or obtain a new management and accounting company or the like. * However, the Franchise Agreement provides that the appointment of any Operator of the Hotel must be approved by Sheraton in its sole discretion, and that such appointment must strictly follow certain procedures as set forth in the Franchise Agreement. Further, the Franchise Agreement provides that Sheraton must approve the Debtor to act as the manager of the Hotel. Sheraton points out that the disclosure statement does not contain adequate information regarding whether the guarantors' obligations under the franchise agreement are carved out from the release and injunction provisions in the plan. * The Plan provides for certain releases and injunctions for the benefit of the Guarantors, including for claims on account of any personal guaranty. However, under the Franchise Agreement, the Guarantors are obligated to guarantee the full and prompt performance and payment of all of the Debtor's obligations under the Franchise Agreement. Notably, the Guarantee explicitly states that the Guarantors' obligations under the Guarantee will not be affected by any bankruptcy proceeding involving the Debtor or its assets. Therefore, the Guarantors' obligations under the Franchise Agreement should be expressly carved out from the release and injunction provisions in the Plan, and the Debtor must make clear that nothing in the Plan impacts or otherwise alters the rights of Sheraton to enforce the terms of the Guarantee against the Guarantors. Attorneys for The Sheraton LLC: Michelle Boutin, Esq. LANDYE BENNETT BLUMSTEIN LLP 701 West 8th Avenue Anchorage, AlK 99501 Tel: (907) 276-5152 E-mail: michelleb@lbblawyers.com -and- Jennifer L. Nassiri, Esq. SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 333 South Hope Street, 43rd Floor Los Angeles, CA 90071 Tel: (213) 620-1780 E-mail: jnassiri@sheppardmullin.com About YC Rivergold Hotel YC Rivergold Hotel LLC is part of the traveler accommodation industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Alaska Case No. 23-00072) on April 29, 2023. In the petition signed by Baldev Johal, special bankruptcy officer of YC Rivergold Holtel, LLC and managing member of YC Rivergold Hotel MM, LLC, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Gary Spraker oversees the case. Austin K. Barron, Esq., at Step Two Law, is the Debtor's legal counsel. Wells Fargo, as lender, is represented by LANE POWELL LLC, POLSINELLI PC, and Agentis PLLC. YC RIVERGOLD: Wells Fargo Says Treatment Unclear in Plan -------------------------------------------------------- Secured Lender, Wells Fargo Bank, National Association, as Trustee for the benefit of the Registered Holders of UBS Commercial Mortgage Trust 2018-C14, Commercial Mortgage Pass-Through Certificates, Series 2018-C14, ("Secured Lender") objects to the Disclosure Statement for Plan of Reorganization of YC Rivergold Hotel, LLC Dated September 29, 2023 and joins the United States Trustee's Objection to Disclosure Statement and states: On or about August 24, 2018, UBS AG ("Original Lender"), made a commercial mortgage loan to the Debtor in the original principal amount of $14,700,000.00 (the "Loan"). In connection with the Loan, the Debtor and Original Lender entered into that certain Loan Agreement dated as of August 24, 2018 (the "Loan Agreement"). The Loan is evidenced by that certain Promissory Note (the "Note"), dated as of August 24, 2018, in the original principal amount of $14,700,000, made by the Debtor in favor of Original Lender. Secured Lender points out that the plan fails violates Sections 1123(a)(5)(g) and 1123(d) of the Bankruptcy Code. * Although the Debtor does not bother to specify, the Debtor appears to be attempting to de-accelerate the Secured Lender Claim and reinstate the terms under the Loan Documents. However, the Plan fails to cure the outstanding default and arrearages. * Here, due to the lack of information in the Disclosure Statement, it is difficult to ascertain exactly how the Debtor plans to treat the Secured Lender Claim. Pursuant to the Plan, it appears that the Debtor is seeking to reinstate and de-accelerate the Loan. Specifically, the Plan states that the Debtor seeks to (1) de-accelerate the Loan (2) reinstate monthly debt service payments of $90,284.03 provided for in the Loan Agreement, (3) reinstate the September 6, 2028, maturity date in the Loan Agreement, and (4) reinstate the non-default contractual interest rate of 5.015%. However, the Debtor does not propose to pay a single cent to cure the outstanding default. Not only does the Plan fail to provide a cure payment, it seeks to pay the Secured Lender less than the amount of its allowed secured claim. Secured Lender further points out that the plan treatment of the secured lender claim is unclear and misstates the amount of the claim: * The Plan is unclear on its treatment of the Secured Lender Claim, and misstates the amount of the claim. The Secured Lender has an allowed claim in the amount of $21,692,990. * The Plan does not provide for the payment of the Secured Lender Claim in full. Specifically, the Plan proposes to pay the Secured Lender monthly payments of $90,284 for 57 months, and then make a balloon payment in the amount of $11,174,009 on Sept. 6, 2028. These payments result in the Secured Lender receiving far less than its allowed secured claim. * The Plan also bifurcates Secured Lender's Claim into two components, one for Secured Lender in the amount of $13,328,427, and another component for Secured Lender's special servicer, Rialto Capital Advisors, LLC, in the amount of $3,218,427. While these amounts were scheduled by the Debtor, this bifurcation is not provided for in the Loan Documents and is, as far as Secured Lender can discern, a concoction of the Debtor. The Debtor proposes to pay the $13,328,426.55 it scheduled for the Secured Lender Claim, even though the claim was scheduled as disputed. Secured Lender asserts that the Plan violates the best interests of creditors test. Here, the Plan fails to include a detailed liquidation analysis. However, the Disclosure Statement briefly discusses liquidation. Pursuant to the liquidation discussion in the Disclosure Statement, the Debtor admits that in the event of a conversion to Chapter 7, all claims, including the Secured Lender Claim, would be paid in full. However, under the terms of the Plan, the Debtor is attempting to pay the Secured Lender less than it would receive in a chapter 7 liquidation. Therefore, the Plan violates section 1129(a)(7) as the Plan proposes to pay the Secured Lender less than it would receive in a chapter 7 liquidation. According to Secured Lender, the plan grants third party injunctions and releases to third parties in violation of 11 U.S.C. Section 524(e): * The Plan is not confirmable because it seeks to release, discharge and enjoin actions against the Debtor's affiliates and insiders in violation of the Bankruptcy Code and 9th Circuit precedent. The Secured Lender joins the US Trustee Objection and adopts the objections stated therein. * Here, the third party releases and channeling injunction the Debtor proposes under the Plan for its affiliates and insiders violate Sections 1129(a)(1) and 524(e) of the Bankruptcy Code. Specifically, the Plan releases avoidance action claims, and other state court claims against insiders and affiliates, prohibits creditors from pursuing those causes of action against the insiders and affiliates, and imposes a channeling injunction estopping all creditors from pursuing third party guarantors. * The Disclosure Statement and Plan are surprisingly candid about what are clear breaches of the Debtor's fiduciary duties to Secured Lender. * The Third Party Releases violate binding 9th Circuit precedent which hold that such releases and exculpation provisions are prohibited. Because of this, the Plan cannot be confirmed, and the Disclosure Statement should not be approved. Secured Lender points out that the Plan is not proposed in good faith: * Here, the Plan is not proposed in good faith. This bankruptcy case is a two-party dispute between the Debtor and Secured Lender, with nominal unsecured debt that Secured Lender believes was intentionally incurred for the sole basis of having an impaired class of claims to vote in an attempt to invoke cramdown. There are two main issues to be resolved in this bankruptcy case: (1) the amount of the Secured Lender Claim, and (2) the treatment of such claim under the Plan. The Plan fails to resolve either issue. Instead, the Plan propose to confirm the Plan and then object to the Secured Lender Claim at some time after the effective date. Additionally, despite the Secured Lender's allowed claim, the Plan seeks to pay the Secured Lender approximately $7 million less than its filed proof of claim. * The primary beneficiaries of the Plan are the Debtor's insiders and affiliates. As this Court is aware, the insiders and affiliates of the Debtor previously received $14.7 million in potentially avoidable transfers. The Debtor has refused to pursue these claims. Instead, the Plan proposes the Third Party Releases, which provide a broad release to insiders and affiliates of the Debtor, including release of the avoidance action claims, and any other potential claims against the insider or affiliates. In addition to the Third Party Releases, the Plan proposes to pay all insider claims in full. Secured Lender further points out that the Plan violates the Bankruptcy Code's classification requirements under Section 1122: * Here, the Plan unfairly creates too many classes in an attempt to manipulate voting on the Plan. As an initial matter, the Plan's creation of a convenience class (the "Convenience Class") of claims less than $2,500.00 does not appear "necessary for administrative convenience," as required under section 1122(b). * The Debtor has not demonstrated that creation of the Convenience Class is necessary to overcome any administrative burden. Nor has the Debtor shown that the separate classification is reasonable under the circumstances. Indeed, there are only 3 claims under $2,500 that would be included in the Convenience Class. * Moreover, there is no reasonable justification for the Plan's separate classification of unsecured claims. Therefore, it appears that the Plan seeks to separately classify unsecured claims to gerrymander the class and obtain an impaired accepting class. Such gerrymandering violates Section 1122, 1129(a)(1), and the spirit of the Bankruptcy Code. Secured Lender asserts that the Disclosure Statement fails to provide adequate information regarding the payment of all claims in full: * The Disclosure Statement states that "plan provides all allowed claims of the Debtor's creditors will be paid in full, including the payment of the allowed claims of non-insider trade creditors within a relatively brief period following the effective date." * This statement is misleading and does not provide adequate information. The Secured Lender Claim, which is an allowed claim in the amount of $21,692,990.46, will not be paid in full under the plan and will not be paid in a brief period of time. Instead, the Plan proposes to pay approximately $14 million of the $21.7 million dollar allowed claim. Further, the Debtor proposes to pay the claim over a period of 5 years, with the majority of the distribution paid in a lump sum at the end of the five-year period. According to Secured Lender, the Disclosure Statement fails to provide adequate information regarding the improper transfers to insiders: * The Disclosure Statement fails to provide adequate information, and often provides misleading information, regarding the improper transfers received by the Debtor's insiders and affiliates. Specifically, the Disclosure Statement provides: The proceeds of the CMBS Loan paid off approximately $4.4 million in then-existing mortgage debt as well as certain other accrued expenses, and delivered an additional $8.4 million in cash to Rivergold at closing. As was contemplated by this "cash-out" nature of the CMBS Loan, those funds were deployed as loans to affiliates in order to put that capital to efficient use elsewhere. Each of these transactions was properly and accurately recorded on Rivergold's books and records, and they are discussed in more detail below. * This statement is false and misleading. There are no provisions in the Loan Documents, which contemplate the Debtor transferring millions of dollars to its affiliates and insiders. If there is such a provision, which there is not, the Debtor should cite to it in the Disclosure Statement. Secured Lender asserts that the Disclosure Statement misleadingly states that the debtor was solvent prior to bankruptcy: * The Disclosure Statement repeatedly makes the assertion that prior to the bankruptcy case, the Debtor was a profitable and solvent company. However, this is misleading. Prior to the bankruptcy case, the Debtor was not solvent. The Debtor has not made any debt service payments to the Secured Lender since April 2020, and has not been able to cure its defaults due to a lack of cash. Attorneys for Wells Fargo Bank, National Association, as Trustee for the benefit of the registered holders of UBS Commercial Mortgage Trust 2018-C14, Commercial Mortgage Pass-Through Certificates, Series 2018-C-14: Michael J. Parise, Esq. Michael B. Baylous, Esq. LANE POWELL LLC 1600 A Street, Suite 304 Anchorage, AK 99503-2648 Tel: (907) 264-3322 (907) 264-3303 E-mail: parisem@lanepowell.com baylousm@lanepowell.com -and- Robert P. Charbonneau, Esq. Jesse R. Cloyd, Esq. AGENTIS PLLC 45 Almeria Ave. Coral Gables, FL 33134 Tel: (305) 722-2002 Email: rpc@agentislaw.com jrc@agentislaw.com About YC Rivergold Hotel YC Rivergold Hotel LLC is part of the traveler accommodation industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Alaska Case No. 23-00072) on April 29, 2023. In the petition signed by Baldev Johal, special bankruptcy officer of YC Rivergold Holtel, LLC and managing member of YC Rivergold Hotel MM, LLC, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Gary Spraker oversees the case. Austin K. Barron, Esq., at Step Two Law, is the Debtor's legal counsel. Wells Fargo, as lender, is represented by LANE POWELL LLC, POLSINELLI PC, and Agentis PLLC. [^] BOOK REVIEW: The Story of The Bank of America ------------------------------------------------- Author: Marquis James and Bessie R. James Publisher: Beard Books Softcover: 592 pages List Price: $31.80 Order your personal copy today at http://www.amazon.com/exec/obidos/ASIN/1587981459/internetbankrupt The Bank of America began as the Bank of Italy in 1904. A. P. Giannini was motivated to found the Bank out of his indignation over the neglect by other banks of the Italian community in San Francisco's North Beach area. Local residents were quickly drawn to Giannini's new type of bank suited for their social circumstances, financial needs, and plans and aspirations. Before Giannini's Bank of Italy, the field was dominated by large, well-connected, and politically influential banks typified by the magnate J. P. Morgan's House of Morgan catering to corporations and the wealthy industrialists and their families of the Gilded Age. Giannini's Bank proved to be a timely enterprise with great potential far beyond its founder's original aims. The early 1900s following the Gilded Age was a time of spreading democratization in American society with large numbers of immigrants being assimilated. It was also a time of considerable industrial growth after the heyday of the tycoons such as Morgan, Rockefeller, and Carnegie in the latter 1800s. Giannini's idea was also helped by the growth of California in its early stages of becoming one of the most prosperous and most populous states. As California grew, so did the Bank of America. A. P. Giannini was the perfect type of individual to oversee the growth of a bank that stood in sharp contrast to the House of Morgan and which reflected broad changes in American society and business. Giannini followed the quick success of his North Beach bank with Bank of Italy branches elsewhere in San Francisco. With the success of these followed branches throughout California's agricultural valleys and Los Angeles as Giannini reached out to populations of other average persons generally ignored by the traditional banks. Throughout the rapid growth of his bank, Giannini never lost touch with his original motive for creating a bank suited for the average individual. When he died at 80 years of age in 1949, he lived in the same house as he did when he opened the original Bank of Italy; and his estate was less than half a million dollars. Throughout all the stages of the Bank of America's growth, business recessions and depressions, and changes in American society, including increased government regulation, the Bank continued to reflect its founder's purposes for it. In the 1920s, the Bank of Italy became a part of the corporation Transamerica. In 1930, the Bank was merged with the Bank of America of California. The newly formed bank was given the name the Bank of America National Trust and Savings Association, with Giannini appointed as chairman of the committee to work out the details of the merger. In 1930, he selected Elisha Walker to head Transamerica so he could be free to pursue his interest of establishing a national bank with the same goals and nature as his original Bank of Italy. But becoming alarmed over Walker's proposed measures for dealing with the pressures of the Depression, Giannini waged a battle involving board members, stockholders, and allies he had worked with in the past to regain control of Transamerica. In 1936, A. P. Giannini's son, Lawrence Mario, succeeded his father as president of Bank of America, with A. P. remaining as chairman of the board. The story of Bank of America is largely the story of A. P. Giannini: his ideas, his values, his ambitions, his goals, his personality. The co-authors follow the stages of the Bank's growth by focusing on the genteel, yet driven and innovative, A. P. Giannini. There's a balance of basic business material such as stock prices, rationale of momentous business decisions, and balance-sheet data, with portrayals of outsized characters of the time. Among these, besides Giannini, are the federal government official Henry Morgenthau and Charles Stern, California's superintendent of banks in the early 1900s. With this balance, The Story of the Bank of America is an engaging and informative work for readers of more technical business books and human-interest business stories alike. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. 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