/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/231208.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, December 8, 2023, Vol. 27, No. 341 Headlines 1132 39 ST: Voluntary Chapter 11 Case Summary 13111 WESTHEIMER: Seeks to Hire LandPark as Property Manager 1395 STANLEY: Case Summary & Six Unsecured Creditors 1600 E BUTLER: U.S. Trustee Unable to Appoint Committee 1812 HOLDINGS: Dec. 18 Public Sale Auction Set 23 INVESTMENTS: Voluntary Chapter 11 Case Summary 5752 NW 1ST: Continuing Contributions to Fund Plan A&V HOLDINGS: Midcap Financial Marks $1.5MM Loan at 78% Off ABS NETWORK: Douglas Stanger Named Subchapter V Trustee ADVANTAGE SOLUTIONS: S&P Affirms 'B+' ICR, Outlook Negative AEMETIS INC: Supplements Prospectus With Q3 Financial Updates ALASKA AIR: Fitch Alters Outlook on 'BB+' LongTerm IDR to Stable ALLIED RECYCLING: Kathleen DiSanto Named Subchapter V Trustee ANAGRAM HOLDINGS: Jones Walker Represents DEACRO & Davis-Standard ARISTON LOGISTICS: James Bailey Named Subchapter V Trustee ARK LABORATORY: Court Confirms Plan as Modified ASPIRE BAKERIES: S&P Rates $565MM First-Lien Credit Facilities 'B' ATHLETE BUYER: Midcap Financial Marks $5.3MM Loan at 16% Off AVENUE DC: Monique Almy Named Subchapter V Trustee BALADE YOUR WAY: Unsecureds Will Get 3% of Claims over 3 Years BLACK ROCK FARMS: Charity Bird Named Subchapter V Trustee BRYANT PORTABLE: Thomas Kapusta Named Subchapter V Trustee CHOBANI GLOBAL: S&P Places 'B-' ICR on CreditWatch Positive CIRCLE C EQUIPMENT: Case Summary & 12 Unsecured Creditors CONCRETE SOLUTIONS: Seeks Extension of Plan Filing to Dec. 13 CREATIVE REALITIES: BCOM Holdings, 7 Others Report 26% Equity Stake CROSSED INDUSTRIES: Michael Markham Named Subchapter V Trustee CRYPTO CO: Imperial CEO Ron Levy Has 12.3% Stake as of Nov. 24 DOMUS BWW: 47 East Says Glaring Defects in Disclosures DOMUS BWW: GB-SP Objectors Say Disclosures Inadequate EIGHT COPELAND: Riker Danzig Represents Lender Group ELLIS GEOTHERMAL: Case Summary & 20 Largest Unsecured Creditors FINANCIAL STRATEGIES: Areya Aurzada Named Subchapter V Trustee FINANCIAL STRATEGIES: Case Summary & 20 Top Unsecured Creditors FREDRICK LEE: Frances Smith Named Subchapter V Trustee FREELAND PAINTING: Cameron McCord Named Subchapter V Trustee GDB HOLDINGS: Mark Dennis of SL Biggs Named Subchapter V Trustee GELESIS HOLDINGS: Files for Chapter 7 Bankruptcy GI APPLE MIDCO: Midcap Financial Marks $4.4MM Loan at 18% Off GI APPLE MIDCO: Midcap Financial Marks $524,000 Loan at 43% Off GLOBAL ALARM: Case Summary & 10 Unsecured Creditors GOLD STAR: Charity Bird Named Subchapter V Trustee GP INC: Joli Lofstedt Named Subchapter V Trustee GRAFTECH FINANCE: Moody's Lowers CFR & Senior Secured Notes to B2 HAWAIIAN HOLDINGS: Fitch Gives 'B-' Rating on Watch Positive HEALTHCHANNELS INTERMEDIATE: S&P Downgrades ICR to 'SD' HEXION INC: S&P Alters Outlook to Negative, Affirms 'B-' ICR HOLLY ENERGY: Moody's Withdraws 'Ba2' Corporate Family Rating HOMEZONE IMPROVEMENTS: Charles Mouranie Named Subchapter V Trustee HUB DUB: Seeks Short Extension of Plan Filing Deadline INVERSIONES LATIN AMERICA: Jan. 3 Plan Approval Hearing Set JAGUAR HEALTH: Amends Office Lease to Extend Expiration Until 2030 JRAM 429: Voluntary Chapter 11 Case Summary KAI 786 LLC: To Seek Plan Confirmation on Jan. 3, 2024 KDC ONE: Midcap Financial Marks $6.02MM Loan at 79% Off KERF INC: Ordered to File Plan and Disclosures by Feb. 29 KRISTI'S GROOMING: Gets OK to Hire Neeleman as Legal Counsel LAKEVIEW ELECTRICAL: Court Approves Disclosure Statement LASH OPCO: Midcap Financial Marks $1.6MM Loan at 26% Off LITIGATION PRACTICE: Trustee Extends Its Plan Deadline to Dec. 22 MAGNO LLC: Case Summary & Five Unsecured Creditors MERCON COFFEE: Case Summary & 30 Largest Unsecured Creditors MICROSTRATEGY INC: Signs Deal to Sell $750M Worth of Common Shares MOMENTUM BREWERY: Updates Secured & Unsecured Claims; Amends Plan MUTUAL CONSULTING: Voluntary Chapter 11 Case Summary MYLIFE.COM INC: Unsecureds to Recover 4% to 6% in Sale Plan NAVIGANT DEVELOPMENT: Voluntary Chapter 11 Case Summary NEXUS BUYER: S&P Rates New $500MM First-Lien Term Loan 'B-' OAK-BARK CORP: Ciara Rogers of Waldrep Named Subchapter V Trustee OPTIMUS BUILDING: Voluntary Chapter 11 Case Summary OPTIVIEW 360: L. Todd Budgen Named Subchapter V Trustee PALMER DRIVES: Court OKs Continued Cash Access, DIP Loan PARAMETRIC SOLUTIONS: Unsecureds Owed $3M to Get $1K Per Month PAVE AMERICA: Midcap Financial Marks $942,000 Loan at 53% Off PENN CENTER: Voluntary Chapter 11 Case Summary PENNYMAC FINANCIAL: Moody's Rates New $650MM Unsecured Notes 'Ba3' PENNYMAC FINANCIAL: S&P Rates New Senior Unsecured Notes 'B+' PLASKOLITE PPC: S&P Lowers ICR to 'CCC+', Outlook Negative PONCE BAKERY: Unsecureds to Get 100% With 3% Interest in Plan PONTOON BREWING: Tamara Miles Ogier Named Subchapter V Trustee PROPERTY ADVOCATES: Files Amendment to Disclosure Statement PROSPERITY PARTNERS: Seeks to Hire Chidi Onukwugha as Counsel R1 RCM: S&P Affirms 'B+' ICR on Acquisition of Acclara RACOLE EXTENSIONS: Unsecureds to Get Nothing in Plan REGIS UNIVERSITY: Moody's Cuts Issuer & Revenue Bond Ratings to Ba1 RESOURCE EDUCATION: Andrew Levin Named Subchapter V Trustee RIDER UNIVERSITY: S&P Alters Outlook to Neg., Affirms 'BB' LT ICR SB AD RESIDENTIAL: Public Sale Auction Slated for Dec. 28 SEQUENTIAL BRANDS: Midcap Financial Marks $1.2MM Loan at 82% Off SOHO OFFICES: Jolene Wee of JW Infinity Named Subchapter V Trustee SOLARIS MARKETING: Case Summary & 20 Largest Unsecured Creditors Spirit Airlines: Reports Warrant and Convertible Note Adjustments STAY CALM: Neema Varghese Named Subchapter V Trustee STERETT COMPANIES: U.S. Trustee Appoints Creditors' Committee STRATEGIC MATERIALS: Arnold & Porter Advises 1st Lien Lender Group SUMMIT SPRINGS: Unsecureds to be Paid 100% Plus Interest in Plan SUNLIGHT FINANCIAL: Unsecureds Are Unimpaired in Plan SUNPOWER CORP: Gets Nasdaq Notice for Delayed Form 10-Q Filing TITAN MECHANICAL: Unsecureds Last to Be Paid in Liquidating Plan TRI POINTE: S&P Upgrades ICR to 'BB' on Operating Momentum TRIGGER TIME: Disposable Income to Fund Plan Payments TRIUMPH GROUP: S&P Alters Outlook to Positive, Affirms 'CCC+ ICR TROIKA MEDIA: Case Summary & 30 Largest Unsecured Creditors USLS ACQUISITION: Midcap Financial Marks $1.6MM Loan at 46% Off VILLAGE PET CARE: Midcap Financial Marks $6.5MM Loan at 79% Off WOLVERINE ENERGY: Liquidity Woes Cue CCAA Filing; E&Y Is Monitor XPO INC: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable XPRESS MEDIA: Owner to Fund Plan Payments YAK ACCESS: Midcap Financial Marks $5MM Loan at 76% Off ********* 1132 39 ST: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: 1132 39 St LLC 1014 Halsey Street Brooklyn, NY 11207 Business Description: 1132 39 St LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101 (51B)). Chapter 11 Petition Date: December 7, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-44527 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Joshua Bronstein, Esq. THE LAW OFFICES JOSHUA R. BRONSTEIN 114 Soundview Drive Port Washington, NY 11050 Tel: 516-698-0202 Email: jbrons5@yahoo.com Total Assets: $985,000 Total Liabilities: $1,200,000 The petition was signed by Yisroel Rosen as manaager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5BVEAHA/1132_39_St_LLC__nyebke-23-44527__0001.0.pdf?mcid=tGE4TAMA 13111 WESTHEIMER: Seeks to Hire LandPark as Property Manager ------------------------------------------------------------ 13111 Westheimer, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire LandPark Advisors, LLC as property manager and leasing agent. The firm's services include: a. Collect rents to be tendered to the Debtor and provide a monthly accounting of rents received and expenses paid; b. Provide maintenance and repair services for the Debtor's commercial property in Houston; c. Market and advertise the property in order to procure additional tenants; and d. Assist the Debtor with real estate strategy. As leasing agent, LandPark will be compensated in the form of leasing commissions. The commissions are as follows: a. New leases negotiated by LandPark: 4% up to 5 year b. Lease renewals negotiated by LandPark: 2% up to 5 years c. Expansion of existing tenants by LandPark: 4% up to 5 years d. Any transactions involving an outside broker: 2% commission For its management services, LandPark will receive a minimum payment of $2,000 per month or 3% of the gross collected rental income. Jackie Thomas, vice president of LandPark, disclosed in a court filing that her firm neither holds nor represents an interest adverse to the Debtor and its estate. LandPark can be reached at: Jackie Thomas LandPark Advisors, LLC 2550 Gray Falls Drive, Suite 400 Houston, TX 77077 Phone: 713-789-2200 About 13111 Westheimer 13111 Westheimer, LLC, a company in Houston, Texas, filed Chapter 11 petition (Bankr. S.D. Texas Case No. 23-34448) on Nov. 9, 2023, with up to $10 million in both assets and liabilities. Nik Lavrinoff, chief restructuring officer, signed the petition. Judge Eduardo V. Rodriguez oversees the case. The Debtor tapped Susan Tran Adams, Esq., at Tran Singh, LLP, as its legal counsel and End Litigation Advisors, LLC as financial advisor. Nik Lavrinoff, End Litigation Advisors' managing member, serves as the Debtor's chief restructuring officer. 1395 STANLEY: Case Summary & Six Unsecured Creditors ---------------------------------------------------- Debtor: 1395 Stanley LLC 28A Cedar Street Brooklyn, NY 11221 Business Description: The Debtor is the owner of real property located at 1395 Stanley Ave, Brooklyn, NY having an appraised value of $560,000. Chapter 11 Petition Date: December 6, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-44506 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Btzalel Hirschhorn, Esq. SHIRYAK, BOWMAN, ANDERSON, GILL & KADOCHNIKOV, LLP 80-02 Kew Gardens Road Suite 600 Kew Gardens, NY 11415 Tel: 718-263-6800 Fax: 718-520-9401 Email: Bhirschhorn@sbagk.com Total Assets: $560,000 Total Liabilities: $6,386,273 The petition was signed by Etai Vardi as sole member. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IBWQ2YI/1395_Stanley_LLC__nyebke-23-44506__0001.0.pdf?mcid=tGE4TAMA 1600 E BUTLER: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The U.S. Trustee for Region 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of 1600 E Butler Ave, LLC. About 1600 E. Butler Ave 1600 E. Butler Ave, LLC, a company in Flagstaff, Ariz., filed Chapter 11 petition (Bankr. D. Ariz. Case No. 23-08129) on Nov. 10, 2023, with $8,483,336 in total assets and $6,172,068 in total liabilities. Adam Reich, manager, signed the petition. Judge Paul Sala oversees the case. Carolyn J. Johnsen, Esq., at Dickinson Wright PLLC serves as the Debtor's legal counsel. 1812 HOLDINGS: Dec. 18 Public Sale Auction Set ---------------------------------------------- Due to the default under a certain Senior Mezzanine Pledged and Security agreement executed by 1812 Mezz Borrower LLC ("borrower") in favor of RBC Real Estate Capital, for itself and its capacity as administrative agent ("secured party"), and that certain senior mezzanine loan and security agreement executed by borrower in favor of secured party, and in accordance with applicable provisions of the Uniform Commercial Code as enacted in New York, secured party will offer for sale at public auction borrower's 100% limited liability company membership interests ("collateral") in and to 1812 Holdings LLC ("pledged entity"). The principal asset of pledged entity is real property and improvements located at 1812 North Moore Street, Arlington Virginia 22209 ("Property"). The property is subject to a mortgage loan and other liens, encumbrances and interests. The sale is to be held on Dec. 18, 2023, at 2:30 p.m. (ET) at the offices of Kasowitz Benson Torres LLP, 1633 Broadway, 21st Floor, New York, New York 10019; provided however, that secured party reserves the right to cancel the sale in its entirety or to adjourn the sale to a future date. The sale will be conducted by Matthew D. Mannion. The collateral will be sold together in a single block. Interested parties who may wish to bid on the collateral must pre-qualify to bid pursuant to requirements that may be obtained from Nick Seidenberg, Email: nseidenberg@eastdilsecured.comcom, Tel: 202-688-4040 at Eastdil, which is acting on behalf of secured party. 23 INVESTMENTS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: 23 Investments, LLC 3119 I-30 Mesquite, TX 75150 Business Description: 23 Investments is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 6, 2023 Court: United States Bankruptcy Court Northern District of Texas Case No.: 23-32911 Debtor's Bankruptcy Counsel: Brandon Tittle, Esq. GLAST, PHILLIPS & MURRAY, P.C. 14801 Quorum Dr., Ste. 500 Dallas, TX 75254 Tel: 972-419-7186 E-mail: btittle@gpm-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Steve Nabors as sole member. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OG4GQYI/23_Investments_LLC__txnbke-23-32911__0001.0.pdf?mcid=tGE4TAMA 5752 NW 1ST: Continuing Contributions to Fund Plan -------------------------------------------------- 5752 NW 1st Avenue, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement describing Chapter 11 Plan dated November 30, 2023. The Debtor is a Limited Liability Corporation with Louis Gachelin as insider. After the effective date of the order confirming the Plan, the directors, officers, and voting trustees of the Debtor, any affiliate of the Debtor participating in a joint Plan with the Debtor, or successor of the Debtor under the Plan (collectively the "Post Confirmation Managers"), will be Managing Member Louis Gachelin. Debtor will contribute new value including attorneys' fees, plus much more, as follows: Debtor is and will also be paying bank along with US Trustee fees, and any payments to unsecured and administrative creditors, adding up to a significant sum. New value is counted as a credit against the absolute priority rule. The Debtor shall pay $65,000.00 to Secured Creditor. The Secured Creditor shall apply said $65,000.00 by reducing the pre-petition arrearage, as evidenced by Claim No. 1, from $117,195.71 to $52,195.71. The Debtor shall remit the $65,000.00 in 2 payments, specifically the first payment of $33,000.00 shall be due on or before December 1, 2023 and the second payment of $32,000.00 shall be due on or before January 1, 2024. The Debtor shall pay the remaining pre-petition arrears of $52,195.71 ("Pre-Petition Arrears") over 60 months starting on January 1, 2024 as $869.93 per month for months 1-59 and $869.84 for month 60. The Debtor shall cure post-petition arrears of $13,853.05 ("Post-Petition Arrears"), itemized as 5 Payments (June 1, 2023 to October 1, 2023) at $2,770.61, over 60 months starting on January 1, 2024 as $230.88/month for month 1-59 and $231.13 for month 60. The first Pre-Petition Arrears and Post-Petition Arrears payment is due on January 1, 2024, and on the first day of each month thereafter. Any Pre-Petition Arrears and Post- Petition Arrears payment received after the 15th of the month shall be late and considered a default of this order and a late charge consistent with the Note and Mortgage may apply. The Debtor shall commence paying for post-petition monthly regular payments in the amount of $2,770.61, itemized as principal and interest of $2,123.38 and escrow of $647.23, with first payment due November 1, 2023 and every month thereafter per normal course pursuant to the underlying loan documents. Equity Holders will retain their interests or be issued new memberships for new value paid in this case. Payments and distributions under the Plan will be funded by Louis Gachelin and his affiliates. The Plan Proponent 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. Debtor will file a certificate of deposit as part of the process in this case, evidencing that the amounts needed for confirmation are on deposit. Debtor will be able to make the payments required under the plan from continuing contributions outside of the plan: Louis Gachelin has money in affiliate accounts sufficient to pay creditor, plus income from real estate business. A full-text copy of the Disclosure Statement dated November 30, 2023 is available at https://urlcurt.com/u?l=tRFYEC from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Joel M. Aresty, Esq. Joel M. Aresty, P.A. 309 1st Ave S Tierra Verde FL 33715 Tel: (305) 904-1903 Fax: 800-899-1870 Email: Aresty@Mac.com About 5752 NW 1st Avenue 5752 NW 1st Avenue, LLC is a Limited Liability Corporation. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-13586) on May 7, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Robert A. Mark oversees the case. Joel M. Aresty, PA is the Debtor's legal counsel. A&V HOLDINGS: Midcap Financial Marks $1.5MM Loan at 78% Off ----------------------------------------------------------- MidCap Financial Investment Corporation has marked its $1,505,000 loan extended to A&V Holdings Midco, LLC to market at $332,000 or 22% of the outstanding amount, as of September 30, 2023, according to Midcap Financial's Form 10-Q Report for the Quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission. Midcap Financial is a participant in a First Lien Secured Debt-Revolver Loan to A&V Holdings Midco, LLC. The loan accrues interest at a rate of 1% (SOFR+461) per annum. The loan matures on March 10, 2025. Midcap Financial Investment Corporation is a Maryland corporation incorporated on February 2, 2004. It is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. Apollo Investment Management, L.P. is the investment adviser and an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (AGM). Apollo Investment Administration, LLC, an affiliate of AGM, provides, among other things, administrative services and facilities for Midcap. Headquartered in Tampa, Fla., A&V Holdings Midco, LLC, dba AVI-SPL or AVI, is a digital workplace solutions provider whose services include design, engineering, procurement, integration and installation of audio-visual and video collaboration systems and managed services for the operation and maintenance of AV and VC systems to North American enterprise, public sector and SMB clients. It is majority-owned by affiliates of private equity sponsor Marlin Equity Partners. ABS NETWORK: Douglas Stanger Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Douglas Stanger, Esq., at Flaster, Greenberg, PC as Subchapter V trustee for ABS Network, LLC. Mr. Stanger will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Stanger declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Douglas S. Stanger, Esq. Flaster, Greenberg, PC 646 Ocean Heights Avenue Linwood, NJ 08221 Phone: (609) 645-1881 Email: Doug.stanger@flastergreenberg.com About ABS Network ABS Network, LLC, a company in Piscataway, N.J., filed Chapter 11 petition (Bankr. D.N.J. Case No. 23-20525) on Nov. 10, 2023, with $161,856 in assets and $5,631,710 in liabilities. Yaver Durrani, manager, signed the petition. Brett Silverman, Esq., at Silverman Law, PLLC represents the Debtor as legal counsel. ADVANTAGE SOLUTIONS: S&P Affirms 'B+' ICR, Outlook Negative ----------------------------------------------------------- S&P Global Ratings affirmed all its ratings on the sales and marketing services company U.S.-based Advantage Solutions Inc. (Advantage), including its 'B+' issuer credit rating and 'BB-' issue-level ratings on its first-lien term loan facility and senior secured notes, because of satisfactory top-line performance and management's stated intention to reduce leverage, potentially through internal cash flows and divestment proceeds. The recovery rating on the term loan and notes remains '2', indicating that creditors could expect substantial (70% to 90%; rounded estimate: 70%) recovery in the event of a payment default. The negative outlook reflects the potential for a lower rating over the next few quarters if the company cannot stabilize and grow EBITDA or use its free operating cash flow (FOCF) and divestment proceeds to pay down debt, resulting in forecasted adjusted leverage sustained above 5x. The rating affirmation reflects S&P's view that Advantage's headwinds to recovery including tight labor market conditions and recent reorganization-related expenditures will ease over the coming quarters. For the nine months ended Sept. 30, 2023, Advantage's S&P Global Ratings-adjusted EBITDA declined 19% primarily due to significant restructuring-related expenses, loss on divestitures, and litigation expenses. Additionally, ongoing challenging labor market conditions including labor availability and wage inflation hampered margin recovery, partially offset by pricing actions, albeit with a lag. S&P now estimates that adjusted EBITDA will decline by about 16% in fiscal 2023 and thereafter grow by about 7% in fiscal 2024 supported by easing labor market conditions driven by slowing wage inflation and sequentially improving labor turnover and diminishing reorganization-related costs. Demand for Advantage's services continues to recover, with the company's marketing segment now close to 78% of pre-pandemic volumes while the sales segment reported organic revenue growth partially offset by foreign exchange headwinds and an intentional client exit. S&P expects marketing segment revenues will grow by 16% in 2023 and an additional low- to mid-single digits in 2024 largely driven by an increase in event counts and higher pricing. The sales segment on the other hand will likely be somewhat hampered by the company's decision to exit non-core businesses offset by new business wins (as consumer product companies prioritize innovation and private label penetration increases, both of which require demand for Advantage's services) and pricing, resulting in flat to low-single digit growth in 2023 and 2024. S&P believes the recent reorganization initiatives are positive, however, benefits may not accrue immediately. The company recently announced a multiyear transformation plan that will primarily focus on simplifying its structure by centralizing its back-office (shared service) functions and revamping its reporting structure to focus on the economic buyer (branded, retail, and experiential) compared to the present operating segment split (sales and marketing segments, respectively). S&P understands the new reporting segments were introduced following feedback from clients and should provide the company with future opportunities to cross-sell. Furthermore, the centralization of its back-office functions (human resources, communications, and information technology [IT]) could unlock significant labor efficiencies given the labor-intensive nature of the business and streamline Advantage's legacy operations, which were largely inherited from previous acquisitions. Additionally, Advantage continues to focus on divesting its non-core businesses and investing in technology. The company stated that a large portion of the costs related to the reorganization has already been incurred. For the nine months ended Sept. 30, 2023, the company reported about $40 million in reorganization-related costs and we forecast these costs will taper off over the next few quarters. Advantage refocused its priorities to pause mergers and acquisitions (M&A) and concentrate on deleveraging. During the nine months ended Sept. 30, 2023, the company repurchased a total of $111.2 million principal amount of its term loan at attractive discounts, using internally generated cash flows. S&P said, "We estimate the company will continue to generate strong positive FOCF aided by EBITDA growth and improved working capital management, which along with potential divestment-related proceeds, will be largely used to reduce outstanding debt. However, the company has not provided an explicit deleveraging strategy, therefore our base-case forecast does not model any debt repayment despite strong FOCF generation. As a result, our leverage metrics continue to remain above our 5x downgrade trigger." The negative outlook reflects the potential for a lower rating over the next few quarters if demand for Advantage's services declines and the company is unable to grow EBITDA as expected or use cash to pay down debt, resulting in forecasted adjusted leverage sustained above 5x. S&P could lower its rating on Advantage if: -- Labor cost inflation persists and the company is unable to successfully pass along or otherwise offset most of the cost increase over time. -- It is unable to attract, train, and retain staff at sufficient levels to adequately serve its customers. -- There is a decline in usage of outsourced sales and marketing agencies by consumer product firms, possibly to save money in the face of significantly higher input costs, or reduced consumer spending. -- There are significant supply chain disruptions that lead to reduced or a lower-than-expected rebound in demand for the demonstration and sampling business. -- There is a loss of multiple customers due to intensifying competition, possibly in an environment where center-of-store demand weakens considerably. S&P could revise its outlook to stable at any time within the next few quarters if Advantage can steady and improve EBITDA and/or repay a portion of debt in 2024, such that it believes adjusted leverage will be sustained below 5x. This could result if the company: -- Uses FOCF and divestment proceeds to opportunistically repay outstanding debt; and -- Successfully recovers its higher costs through price increases without damaging existing customer relationships; and/or -- Meets existing customer demand for its services and win new business. AEMETIS INC: Supplements Prospectus With Q3 Financial Updates ------------------------------------------------------------- Aemetis, Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that on November 20, 2023, the Company filed Supplement No. 1 to its prospectus supplement dated August 18, 2021 with certain financial and operational updates of the Company. As previously reported, on November 9, 2023, the Company announced its financial results for the three and nine months ended Sept. 30, 2023. Revenues of $68.7 million for the third quarter of 2023 reflect the Company's India Biodiesel segment fulfilling $20.1 million of supply contracts from the three Indian government-owned Oil Marketing Companies combined with the Company's California Ethanol segment generating $47.4 million of revenue from the restart of the Keyes ethanol plant. Investments in capital projects of $18.6 million were made during the first nine months of 2023, further indicating progress on the Company's carbon intensity reduction projects. Net income was $30.7 million for the third quarter of 2023 and basic earnings per share was $0.79 for the third quarter of 2023, which includes the sale of $63 million of Inflation Reduction Act investment tax credits related to the Aemetis Biogas assets for cash proceeds of $55.2 million. The Company repaid $50.2 million to its senior lender as payments against existing high-interest rate debt obligations in October. Operational Updates for Third Quarter 2023 The Company has achieved several milestones that it believes will help enable the transition to positive cash flows from its operating businesses in California and India. India – The Company expanded the production capacity of biodiesel at its India plant to 60 million gallons per year, which allows the Company to meet rapidly expanding demand for biodiesel by the three India government-owned Oil Marketing Companies. California Renewable Natural Gas – The Company closed the second $25 million USDA guaranteed loan that provides funds to build biogas digesters for an additional eight dairies, bringing its total to $50 million of committed USDA REAP based project financing to build fifteen fully funded dairy digesters that, in combination with one other constructed digester and another under construction, are designed to produce a combined 400,000 MMBtu of renewable natural gas ("RNG") each year. The Company's RNG business currently includes seven operating dairy digesters, a biogas collection pipeline that leads to a centralized upgrading hub, and an interconnect to PG&E's natural gas pipeline. The Company is actively expanding the number of digesters and dairies, with seven digesters serving ten dairies under construction and more in various stages of development as part of its plan to increase production to 1.6 million MMBtu per year of RNG at its upgrading hub. California Ethanol – The Company completed an extended maintenance and upgrade cycle for its Keyes ethanol plant that included the installation of key components of its energy efficiency upgrades intended to significantly reduce the use of fossil-based natural gas at the plant. The plant's new solar microgrid with battery back-up is expected to begin supplying electricity to the plant within the next few months. The Company has made progress on the engineering and procurement of a new mechanical vapor recompression system that is expected to be installed by the end of 2024. The Company has also completed key milestones for two of its development projects. Riverbank SAF/RD – In September 2023, the Company received approval of the Use Permit and CEQA for the development of its sustainable aviation fuel and renewable diesel ("SAF/RD") plant in Riverbank, California. The plant is currently designed to produce 90 million gallons per year of SAF/RD from renewable oil and fats obtained from the Company's other biofuels plants and other sources. The plant will use low-carbon hydroelectric electricity and renewable hydrogen that is generated within the plant's own processes using byproducts of the SAF/RD production. The Company is continuing with the engineering and other required development activities for the plant. Carbon Capture and Underground Sequestration – In May 2023, the Company received a permit from the State of California to build a geologic characterization well that will provide information for the permitting and design of its Carbon Capture and Underground Sequestration ("CCUS") well in Riverbank, California. The Company plans to construct that well in the first half of 2024 and is at the same time continuing with the engineering, permitting and other development activities for the sequestration well. The Company's current and planned businesses produce renewable fuels and reduce carbon emissions, while generating valuable federal tax credits, Renewable Fuel Standard credits, and California Low Carbon Fuel Standard credits. These carbon credits are needed by the energy industry, corporations and companies seeking to decarbonize their operations or to offset their carbon emissions. In addition, the Supplement supplemented the risk factors incorporated into the Prospectus Supplement. A copy of the Form 8-K Report is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/738214/000143774923032924/amtx20231121_8k.htm About Aemetis Headquartered in Cupertino, California, Aemetis, Inc. -- http://www.aemetis.com-- is an international renewable natural gas, renewable fuels and byproducts company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products. The Company operates in two reportable geographic segments: "North America" and "India." Aemetis reported a net loss of $107.76 million for the year ended Dec. 31, 2022, compared to a net loss of $47.15 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $210.38 million in total assets, $103.63 million in total current liabilities, $329.17 million in total long-term liabilities, and a total stockholders' deficit of $222.42 million. "As a result of negative capital, negative market conditions resulting in prolonged idling of the Keyes Plant, negative operating results, and collateralization of substantially all of the company assets, the Company has been reliant on its senior secured lender to provide additional funding and has been required to remit substantially all excess cash from operations to the senior secured lender. In order to meet its obligations during the next twelve months, the Company will need to either refinance the Company's debt or receive the continued cooperation of its senior lender. This dependence on the senior lender raises substantial doubt about the Company's ability to continue as a "going concern" the Company said in its Form 10-Q for the period ended June 30, 2023, filed with the Securities and Exchange Commission on Aug. 4, 2023. ALASKA AIR: Fitch Alters Outlook on 'BB+' LongTerm IDR to Stable ---------------------------------------------------------------- Fitch Ratings affirmed Alaska Air Group's (Alaska) Long-Term Issuer Default Rating at 'BB+' and revised its Rating Outlook to Stable from Positive following the company's announcement that the company has agreed to purchase Hawaiian Holdings. Cash purchase price for the transaction will total roughly $1 billion plus about $2 billion in assumed gross debt and lease obligations. Alaska plans to fund the purchase with a mix of cash on hand and new debt with the amount of financing still to be determined. Fitch views the acquisition as manageable in the context of Alaska's relatively strong balance sheet. At Sept. 30, 2023, Alaska maintained nearly $2.5 billion in cash and equivalents on hand, and gross leverage was nearing investment-grade metrics at 2.5x. Fitch expects post-closing leverage to peak in the mid-3x range, depending on the amount of debt raised, and to trend lower thereafter. These metrics are within bounds that are supportive of Alaska's existing rating. However, temporarily elevated leverage and complications and costs involved with the integration are likely to delay any positive rating momentum, which is reflected in Fitch's Stable Outlook. The transaction is subject to regulatory approval and currently expected to close within 12 months-18 months. Should the transaction fall through, Fitch would revisit its ratings based on Alaska's standalone credit profile. KEY RATING DRIVERS Merger Related Risks: Fitch views the Hawaiian acquisition as manageable within its current rating. The integration of the two companies will introduce operational complexity to Alaska's business model, which historically has been based around maintaining simplicity and a single fleet type. Hawaiian currently operates Airbus A330s, A321 NEOs and Boeing 717s, while Alaska is purely a Boeing 737 operator. Hawaiian's network includes long-haul international operations that will be new for Alaska. While these items bring incremental complexity, Fitch believes management integration track record helps to alleviate these operational and execution risks. Alaska is also acquiring Hawaiian at a difficult time, as profitability has yet to rebound from pandemic lows. While Alaska has been one of the more profitable carriers in the U.S. this year, Fitch expects Hawaiian to produce negative EBITDA margins, with continued pressure on results in 2024. While this presents a risk, current pressures on Hawaiian also contributed to a purchase price that makes the deal relatively attractive for Alaska. Fitch also expects Hawaiian's margins to improve over time on a standalone basis, as several of its headwinds are temporary in nature, including impacts from the recent Maui wildfires and availability on its Pratt & Whitney engines. Strategic Rationale: Fitch believes the Alaska/Hawaiian combination carries some strategic value, particularly given the relatively modest purchase price. The combination will bolster Alaska's existing position in the Hawaiian islands and make it a more attractive option to travelers on the west coast while Alaska's existing domestic network will provide additional utility to travelers from Hawaii, both of which are likely to drive additional loyalty program penetration. Fitch also believes that the combined companies will create a more effective competitor in the Hawaiian market, than either Alaska or Hawaiian could be on a standalone basis. Regulatory Uncertainty: The transaction remains subject to regulatory approval. Fitch views the Alaska/Hawaiian transaction as less likely to face significant scrutiny relative to the pending JetBlue/Spirit deal, nevertheless, the current administration's conservative stance towards airline integration remains a risk. Unlike the JetBlue/Spirit transaction, Fitch believes there is a lower likelihood that the Alaska transaction will be viewed as a move to remove a lower-cost competitor from the market. The Hawaiian islands are also well served by other major US carriers, potentially limiting the concern around consolidation. Modestly Leveraging Transaction: Alaska's adjusted debt/EBITDAR stood at 2.5x at 9/30/2023 near pre-pandemic levels. Fitch expects leverage to peak in the mid 3x range following the transaction and to trend lower thereafter. Alaska has a history of conservative balance sheet management, and Fitch expects the company to prioritize de-leveraging post-transaction. The company publicly targets returning to its desired leverage range within two years of transaction close. Fitch also views Alaska as having ample financial flexibility to fund the transaction. The company reports having $3 billion in unencumbered aircraft as well as an untapped loyalty program, that provide flexibility in terms of financing. The company will also likely use some cash on hand, as liquidity remains comfortable. DERIVATION SUMMARY Alaska's 'BB+' rating is in line with Delta Air Lines. Alaska's financial metrics compare favorably to Delta's, including Alaska's lower net leverage figures. Alaska also has a history of outperforming peers in terms of profitability, consistently generating margins at or near the top of its peer group in the U.S. These factors are partly offset by Alaska's size, scale and regional concentration relative to Delta. Alaska is three notches below Southwest airlines, with the difference driven by scale and by superior financial flexibility for Southwest. KEY ASSUMPTIONS - Alaska experiences traffic growth in the mid-single digits in 2023 and 2024, supported by stable demand; - Yields are roughly flat in 2023 and modestly positive through the forecast period - Brent crude prices average $85/barrel through the forecast; - Capex is in line with company guidance; - Fitch assumes the Hawaiian acquisition closes in early 2025. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Adjusted debt/EBITDAR sustained around or below 2.25x; - FCF margins sustained in the mid-single digits; - Execution of Alaska's fleet modernization plan while maintaining or growing unencumbered assets and financial flexibility. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Acquisition related headwinds that drive a sustained reduction in profitability and financial flexibility including; - Gross adjusted leverage rising and remaining above 3.5x; - FFO fixed-charge coverage toward 3x; - Sustained EBIT margins in the single digits. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: Fitch views Alaska's liquidity balance as more than adequate to cover upcoming obligations while providing downside protection against an adverse turn in the operating environment. Alaska finished 3Q23 with $2.5 billion of unrestricted cash and marketable securities along with full availability under its $400 million in revolving credit facilities. This compares with the roughly $1.2 billion-$1.6 billion in cash that the company operated with prior to the pandemic. Debt maturities over the next several years are manageable, with $286 million in principal due in 2024 and $343 million due in 2025. ISSUER PROFILE Alaska Air Group, Inc. (Alaska) is the sixth largest air carrier in the U.S. as measured by capacity. Air Group operates through two primary subsidiaries, Alaska Airlines, Inc. and Horizon Air Industries, which is Alaska's wholly owned regional subsidiary. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Alaska Air Group Inc. LT IDR BB+ Affirmed BB+ ALLIED RECYCLING: Kathleen DiSanto Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Kathleen DiSanto, Esq., at Bush Ross, P.A., as Subchapter V trustee for Allied Recycling, Inc. Ms. DiSanto will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. DiSanto declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Kathleen L. DiSanto, Esq. Bush Ross, P.A. P.O. Box 3913 Tampa, FL 33601-3913 Phone: (813) 224-9255 Fax: (813) 223-9620 Email: disanto.trustee@bushross.com About Allied Recycling Allied Recycling, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01400) on Nov. 17, 2023, with $2,134,337 in assets and $9,675,029 in liabilities. Todd Adamson, vice-president, signed the petition. Judge Caryl E. Delano oversees the case. Leon Williamson, Esq., at Williamson Law Firm represents the Debtor as bankruptcy counsel. ANAGRAM HOLDINGS: Jones Walker Represents DEACRO & Davis-Standard ----------------------------------------------------------------- The law firm Jones Walker LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 case of Anagram Holdings, LLC and its subsidiaries, the firm represents DEACRO INDUSTRIES and Davis-Standard, LLC. The parties are each creditors of the Debtors and each has consented to this multiple representation by Jones Walker. The Creditors' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. DEACRO INDUSTRIES 8031 Dixie Road, Brampton ON L6T 3V1, Canada * Unsecured ($346,443.00) 2. Davis-Standard, LLC 1 Extrusion Drive Pawcatuck, CT 06379 * Unsecured ($51,335.00) Counsel for DEACRO INDUSTRIES and Davis-Standard: Olivia K. Greenberg, Esq. JONES WALKER LLP 811 Main Street, Suite 2900 Houston, Texas 77002 Tel: 713-437-1800 Fax: 713-437-1810 Email: ogreenberg@joneswalker.com 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. On Nov. 20, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. ARISTON LOGISTICS: James Bailey Named Subchapter V Trustee ---------------------------------------------------------- The Acting U.S. Trustee for Region 8 appointed James Bailey, III of Butler Snow, LLP as Subchapter V trustee for Ariston Logistics, LLC. Mr. Bailey will be paid an hourly fee of $505 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Bailey declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: James E. Bailey III Butler Snow, LLP 6075 Poplar Avenue, Suite 500 Memphis, TN 38119 Phone: (901) 680-7347 Email: Jeb.Bailey@butlersnow.com About Ariston Logistics Ariston Logistics, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-25702) on Nov. 20, 2023, with $500,001 to $1 million in both assets and liabilities. Judge Denise E. Barnett oversees the case. Toni Campbell Parker, Esq., at the Law Office of Toni Campbell Parker represents the Debtor as bankruptcycounsel. ARK LABORATORY: Court Confirms Plan as Modified ----------------------------------------------- Judge Maria L. Oxholm has entered an order confirming Ark Laboratory, LLC's Plan, as modified. The judge held that the Disclosure Statement and Plan Supplement contain adequate information as defined under 11 U.S.C. Sec. 1125 and are therefore approved on a final basis. On or before Jan. 18, 2024, Auxo shall wire transfer to the Liquidating Trustee such funds required to pay all Administrative Claims and Priority Claims, plus the amounts necessary and sufficient to pay the U.S. Trustee fees associated with distributions on such claims by the Liquidating Trustee. The Liquidating Trustee shall promptly pay all Allowed Administrative Claims and Priority Claims, as provided in the Plan and the Liquidating Trust Agreement. To the extent, however, such Administrative Claims and Priority Claims have not been Allowed, the Liquidating Trustee shall deposit the remaining funds into a Distribution Reserve account, as provided under the Plan and the Liquidating Trust Agreement. Such funds shall remain in the Distribution Reserve account until the remaining Administrative Claims and Priority Claims become Allowed Claims or a determination is made that the particular Administrative Claim or Priority Claim shall not be allowed, and are paid by the Liquidating Trustee from the Distribution Reserve account to the extent they are Allowed Claims; provided, however, if a creditor files a motion seeking allowance of an administrative claim that was neither budgeted, nor reflected in the Debtor's books and records, then Auxo shall not be required to fund the payment of that claim for distribution by the Liquidating Trustee, plus the amounts necessary and sufficient to pay the U.S. Trustee fees associated with distributions on such claims by the Liquidating Trustee, until 10 day after entry of a Final Order allowing that claim. After the Trustee has paid all Allowed Administrative Claims and Priority Claims, the Liquidating Trustee shall disburse any remaining funds in the Distribution Reserve account to Auxo. The modifications contained in the First Amended and the Second Amended Plan constitute modifications allowed under 11 U.S.C. Sec. 1127 as the Plan meets the requirements of 11 U.S.C. Sec. 1122 and 1123. Furthermore, the First Amended Plan and the Second Amended Plan do not adversely change the treatment of any Claim or Interest under the Plan. As a result, under Fed. R. Bankr. P. 3019, the Second Amended Plan is deemed accepted by all Creditors and Interest Holders who have previously accepted the Plan, and it is not necessary for the Second Amended Plan to be re-noticed to Creditors. Auxo shall pay the Allowed Administrative Claims of the Debtor, (ii) the Allowed Priority Claims of the Debtor, and (iii) the U.S. Trustee fees associated therewith by transmitting the funds required to pay such amounts to the Liquidating Trustee, as required under the Plan unless otherwise agreed to by the holder of such Allowed Administrative Claim or such Allowed Priority Claim. The Liquidating Trust, attached to the Plan Supplement is approved, and Paul R. Hage is appointed as the Liquidating Trustee under the Liquidating Trust as of the Effective Date and shall be vested with all of the duties and responsibilities provided under the Plan and the Liquidating Trust Agreement, including serving as the Debtor's representative under Section 1123(b)(3)(B) of the Bankruptcy Code and be vested with the powers, authority, responsibilities and duties of the Liquidating Trust set forth in Plan and the Liquidating Trust. Except as provided in the Plan or this Confirmation Order, as of the Effective Date, all entities that have held, currently hold or may hold a Claim, Equity Interest, or other debt or liability are permanently enjoined as set forth in Article IX of the Plan. About Ark Laboratory Ark Laboratory, LLC, owns and operates a medical laboratory. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-43403) on April 12, 2023. The petition was signed by James Grossi, its principal. In its schedules, the Debtor disclosed $11,096,191 in total assets and $32,057,267 in total liabilities. Judge Maria L. Oxholm oversees the case. Robert N. Bassel, Esq., is the Debtor's legal counsel. ASPIRE BAKERIES: S&P Rates $565MM First-Lien Credit Facilities 'B' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Aspire Bakeries Holdings LLC's proposed $565 million first-lien credit facilities, which will comprise a $140 million revolving credit facility due 2028 and a $425 million term loan B due 2030v. Aspire will use the net proceeds from the proposed term loan to refinance its existing $325 million (approximately $287 million outstanding) first-lien term loan B due 2028 and $125 million (approximately $121 million outstanding) second-lien term loan due 2029. The company will use any remaining proceeds to cover fees and add cash to its balance sheet. Aspire is also upsizing its revolver (currently $100 million), which we expect will remain undrawn as of the close of the transaction, to support its expansion. S&P said, "We expect the transaction will be largely leverage neutral and credit positive for the company due to our expectation for material interest cost savings. We estimate Aspire's S&P Global Rating-adjusted leverage will increase modestly to about 3.6x following the transaction, which compares with 3.5x for the 12-months ended Oct. 28, 2023." S&P said, "Our 'B' issuer credit rating and stable outlook on Aspire are unchanged. We affirmed our 'B+' issue-level ratings on the company's existing first-lien credit facilities and 'B-' rating on its second-lien term loan. We plan to withdraw our issue-level ratings on the company's existing facilities after they are repaid." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- Aspire's proposed debt capital structure comprises a $140 million revolving first-lien credit facility due 2028 and a $425 million first-lien term loan B due 2030. -- Aspire Bakeries Holdings LLC would remain the borrower under the credit facilities. Guarantors include the parent and wholly owned U.S. and Canadian restricted subsidiaries. The first-lien revolver and term loan will have a first-priority perfected interest in substantially all property and assets. Simulated default assumptions -- Aspire is headquartered, and has most its assets and operations, in the U.S. In an insolvency situation, S&P expects the company would file for bankruptcy protection in the U.S. under the federal bankruptcy court system. -- S&P's simulated default scenario contemplates a default in 2026 due to the loss of key customers because of service issues, market share losses, or changing consumer preferences that cause the company's cash flows and liquidity to deteriorate to the point that it cannot cover its debt service charges. -- S&P said, "In a payment default scenario, we believe Aspire's creditors would maximize their recovery prospects if they reorganized the company instead of liquidating it because of its manufacturing footprint and established customer relationships. Therefore, we assume the company continues as a going concern and arrive at our bankruptcy emergence enterprise value by applying a multiple to our estimated bankruptcy emergence EBITDA. We estimate a gross bankruptcy emergence enterprise value of about $367.6 million, which incorporates a discounted 5x multiple at emergence." -- Debt service assumption: $42.4 million (assumed default-year interest expense and term loan amortization) -- Minimum capital expenditure assumption: $31.1 million -- Emergence EBITDA: $73.5 million Simplified waterfall -- Multiple: 5x -- Gross recovery value: $367.6 million - Net recovery value (after 5% administrative expenses): $349.2 million -- Obligor/nonobligor valuation split: 70%/30% -- Collateral value available to secured first-lien debt: $312.6 million -- First-lien secured debt claims: $555.3 million --Recovery expectations: 50%-70% (rounded estimate: 60%) Note: All debt amounts include six months of prepetition interest. ATHLETE BUYER: Midcap Financial Marks $5.3MM Loan at 16% Off ------------------------------------------------------------ MidCap Financial Investment Corporation has marked its $5,336,000 loan extended to Athlete Buyer, LLC to market at $4,472,000 or 84% of the outstanding amount, as of September 30, 2023, according to Midcap Financial's Form 10-Q Report for the Quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission. Midcap Financial is a participant in a First Lien Secured Debt Loan to Athlete Buyer, LLC. The loan accrues interest at a rate of 1% (SOFR+610) per annum. The loan matures on April 26, 2029. Midcap Financial Investment Corporation is a Maryland corporation incorporated on February 2, 2004. It is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. Apollo Investment Management, L.P. is the investment adviser and an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (AGM). Apollo Investment Administration, LLC, an affiliate of AGM, provides, among other things, administrative services and facilities for Midcap. AVENUE DC: Monique Almy Named Subchapter V Trustee -------------------------------------------------- Gerard Vetter, Acting U.S. Trustee for Region 4, appointed Monique Almy, Esq., as Subchapter V trustee for The Avenue DC, LLC. Ms. Almy, a partner at Crowell & Moring, LLP, will be paid an hourly fee of $750 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Almy declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Monique D. Almy, Esq. Crowell & Moring, LLP 1001 Pennsylvania Avenue, NW Washington, DC 20004 Phone: (202) 624-2935 Email: malmy@crowell.com About The Avenue DC The Avenue DC, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.D.C. Case No. 23-00339) on Nov. 17, 2023, with up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Elizabeth L. Gunn oversees the case. Craig M. Palik, Esq., at McNamee Hosea, P.A. represents the Debtor as legal counsel. BALADE YOUR WAY: Unsecureds Will Get 3% of Claims over 3 Years -------------------------------------------------------------- Balade Your Way, Inc., and Great Caterers LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a Joint Subchapter V Plan of Reorganization dated November 28, 2023. BYW, operates a restaurant called "Balade Your Way" located 144 West 37th Street New York, NY 10018. Great Caterers operates a restaurant called "Balade" located at 208 First Avenue New York, NY 10009. As a result of the non-essential determination for the Debtors' business operations during the Covid-19 Pandemic shut-down in New York, the Debtors' business ceased nearly overnight. Various counterparties and creditors provided relief and assistance where possible, but the operations never achieved a full recovery to pre-pandemic levels in New York. Each of the Debtors obtained relief from the government assistance programs offered to small businesses during the Pandemic. However, unforgiven EIDL loans and various taxes still remain obligations of the Debtors. Overall, the accumulated debt for the Debtors was overwhelming. In order to cover losses in the operations, additionally, the Debtors entered into several merchant cash advance agreements to be able to generate more income to cover the operating expenses. However, the cash flow was not sufficient to pay all of these lenders. The Debtors commenced these cases to effectuate a reorganization of their operations under Chapter 11 of the Bankruptcy Code. This Joint Plan of Reorganization proposes to pay creditors from the Debtors' cash on hand and the Debtors' projected income for the next three years. Class 1 of the Plan is the allowed senior secured claim of NYSDTF in the amount of approximately $235,337.00. Great Caterers shall make monthly payments over no more than 5 years after the Petition Date in equal quarterly installments to NYSDTF. In addition, NYSDTF will continue to retain liens on all of Great Caterers's assets until full repayment of the claim. Class 2 claims are the allowed general unsecured claims of the Debtors in the approximate amount of $4,704,194.7 and include all other creditors asserting a junior lien in the Debtors' assets. Each holder of an allowed Class 2 claim shall receive a 3% total distribution on their allowed claim in three annual consecutive installments commencing on or before April 1, 2024, over a period of three years after the Effective Date, or in one lump sum at any time. This Class is impaired. Class 3 represents the equity interest of the Debtors. Upon the effective date of the Plan, the holder of equity interest in the Debtors will retain his interests. The Plan shall be funded from (a) the Debtors' cash on hand and (b) the Debtors' projected income for the next three years. A full-text copy of the Joint Subchapter V Plan dated November 28, 2023 is available at https://urlcurt.com/u?l=QDjoie from PacerMonitor.com at no charge. Attorney for Plan Proponent: Robert L. Rattet, Esq. Jonathan S. Pasternak, Esq. Davidoff Hutcher & Citron, LLP 120 Bloomingdale Road, Suite 100 White Plains, NY 10605 Telephone: (914) 381-7400 Email: rlr@dhclegal.com jsp@dhclegal.com About Balade Your Way Balade Your Way, Inc. is a full-service restaurant in New York, which specializes in Middle Eastern cuisine. Balade Your Way, Inc. and its affiliate, Great Caterers, LLC, filed their petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 23-11384 and 23-11383) on Aug. 30, 2023. At the time of the filing, Balade Your Way reported $100,000 to $500,000 in assets and $1 million to $10 million in liabilities while Great Caterers reported $100,001 to $500,000 in assets and $1 million to $10 million in Liabilities. Jonathan S. Pasternak, Esq., at Davidoff Hutcher & Citron, LLP represents the Debtors as legal counsel. BLACK ROCK FARMS: Charity Bird Named Subchapter V Trustee --------------------------------------------------------- The Acting U.S. Trustee for Region 8 appointed Charity Bird of Kaplan, Johnson, Abate, & Bird as Subchapter V trustee for Black Rock Farms, LLLP. Ms. Bird will be paid an hourly fee of $300 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Bird declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Charity Bird Kaplan, Johnson, Abate, & Bird 710 W. Main Street, 4th Floor Louisville, KY 40202 Phone: (502) 540-8285 Email: cbird@kaplanjohnsonlaw.com About Black Rock Farms Black Rock Farms, LLLP is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is based in Versailles, Ky. Black Rock Farms filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 23-51369) on Nov. 16, 2023, with $1 million to $10 million in both assets and liabilities. The petition was signed by Steven Marshall, president of Black Rock Equine Management, Inc., general partner of Black Rock Farms. W. Thomas Bunch II, Esq., at Bunch & Brock, PSC represents the Debtor as legal counsel. BRYANT PORTABLE: Thomas Kapusta Named Subchapter V Trustee ---------------------------------------------------------- The Acting U.S. Trustee for Region 12 appointed Thomas Kapusta as Subchapter V trustee for Bryant Portable Welding, Inc. Mr. Kapusta will be paid an hourly fee of $275 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Kapusta declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Thomas J. Kapusta P.O. Box 90624 Sioux Falls, SD 57109 Email: tkapusta@aol.com About Bryant Portable Welding Bryant Portable Welding, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.N.D. Case No. 23-30416) on Nov. 16, 2023, with $814,483 in assets and $1,590,690 in liabilities. Roy Jeffrey Bryant, president, signed the petition. Judge Shon Hastings oversees the case. Erik A. Ahlgren, Esq., at Ahlgren Law Office, PLLC serves as the Debtor's legal counsel. CHOBANI GLOBAL: S&P Places 'B-' ICR on CreditWatch Positive ----------------------------------------------------------- S&P Global Ratings placed all of New York based Greek yogurt producer Chobani Global Holdings LLC's ratings, including its 'B-' issuer credit rating on Credit Watch with positive implications, indicating the possibility of an upgrade either if the acquisition closes on terms consistent with its pro forma leverage estimates or if the company uses proceeds to repurchase its 2025 notes. At the same time, S&P assigned a 'B-' issue-level rating and '3' recovery rating to the proposed $550 senior secured term loan B maturing in 2027 (indicating its expectations for meaningful recovery; 55% rounded estimated recovery), and placed those ratings on CreditWatch with positive implications pending the conclusion of our review. Chobani is proposing to issue $550 million of senior secured debt, the proceeds of which (together with cash and equity) may be used to acquire La Colombe (LC), a U.S.-based coffee roaster resulting in S&P Global Ratings-adjusted pro forma debt to EBITDA of about 7.5x (including a 2.5x adjustment to leverage for preferred equity held by an institutional investor). The CreditWatch placement reflects the possibility of an upgrade to 'B' either if the transaction closes as currently proposed or if the company uses proceeds to repurchase its 2025 notes. S&P said, "Although pro forma leverage would increase to 7.5x with the LC acquisition (5x excluding our preferred equity debt adjustment) compared with 6x for the 12 months ended Sept. 30, 2023 (3.5x excluding preferred equity), the company would continue to have adequate pro forma fund from operations (FFO) cash interest coverage in the mid-2x area. Moreover, we believe the company will continue to reduce debt through healthy FOCF because capital expenditures (capex) will be more disciplined. The company has concluded the majority of its investments on enterprise resource planning (ERP) implementation across the organization, and the integration risk of LC is low, including our expectations for minimal one-time cash costs given that the company will be purchasing the La Colombe operating facility and running it as a stand-alone. "We will seek to resolve the CreditWatch once we can determine whether the company will definitively acquire La Colombe and have a plan to refinance its 2025 notes or instead use proceeds to repurchase the 2025 unsecured notes. If the acquisition closes, a CreditWatch resolution with an upgrade would be predicated on the La Colombe acquisition closing on terms consistent with the current transaction proposal, including pro forma S&P Global Ratings-adjusted leverage near 7.5x. If the transaction is approved, we would also assess the company's liquidity profile prior to resolving the CreditWatch, including determining the likelihood that the company will refinance its 2025 notes on a timely and cost-effective basis such that its interest coverage is not unduly compromised by the cost of any future new debt issuance. If that were the case, we would raise Chobani's issuer credit rating to 'B' with a stable outlook. Alternatively, we could affirm our existing rating at the conclusion of our review if the La Columbe transaction closes with much higher pro forma leverage than currently anticipated. We could also affirm the ratings and reconsider our outlook if the company delays a refinancing of its 2025 maturities closer to when they come current in April of 2024." CIRCLE C EQUIPMENT: Case Summary & 12 Unsecured Creditors --------------------------------------------------------- Debtor: Circle C Equipment, LLC 942 Timber Crossing Oklahoma City, OK 73101 Business Description: Circle C Equipment is an agricultural equipment supplier. Chapter 11 Petition Date: December 6, 2023 Court: United States Bankruptcy Court Western District of Oklahoma Case No.: 23-13213 Debtor's Counsel: Gary D. Hammond, Esq. HAMMOND LAW FIRM 512 N.W. 12th Street Oklahoma City, OK 73103 Tel: (405) 216-0007 Email: gary@okatty.com Total Assets: $284,735 Total Liabilities: $1,578,807 The petition was signed by Ricky Collins as president/owner. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/T3VAGVY/Circle_C_Equipment_LLC__okwbke-23-13213__0001.0.pdf?mcid=tGE4TAMA CONCRETE SOLUTIONS: Seeks Extension of Plan Filing to Dec. 13 ------------------------------------------------------------- U.S. Bank, N.A., and the Concrete Solutions & Supply have stipulated to continue the deadline for the Debtor to file its Second Amended Disclosure Statement and Plan from Dec. 6, 2023, to Dec. 13, 2023, but not to alter other deadlines and the present hearing date. The Debtor requests this change based on a pending surgery of Mr. Anderson. Attorneys for Debtor: Steven R. Fox, Esq. THE FOX LAW CORPORATION, INC. 17835 Ventura Blvd., Suite 306 Encino, CA 91316 Tel: (818) 774-3545 Fax: (818)774-3707 E-mail: srtox@toxlaw.com About Concrete Solutions & Supply Concrete Solutions & Supply supplies concrete restoration products and rents concrete restoration machinery and equipment largely to sub-contractors and to property owners from two store locations in Newbury Park and Fullerton, California. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-bk-10314-RC) on April 25, 2023. In the petition signed by Alton Anderson, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Ronald A. Clifford III oversees the case. Steven R. Fox, Esq., at The Fox Law Corporation Inc., is the Debtor's legal counsel. CREATIVE REALITIES: BCOM Holdings, 7 Others Report 26% Equity Stake ------------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, the following entities reported beneficial ownership of shares of common stock of Creative Realities, Inc. as of Nov. 29, 2023: Shares Percent Beneficially of Reporting Person Owned Class Slipstream Funding, LLC 317,455 2.61% Slipstream Communications, LLC 3,156,987 26% BCOM Holdings, LP 3,156,987 26% BCOM GP LLC 3,156,987 26% Business Services Holdings, LLC 3,156,987 26% Pegasus Investors IV, L.P. 3,156,987 26% Pegasus Investors IV GP, L.L.C. 3,156,987 26% Pegasus Capital, LLC 3,156,987 26% Craig Cogut 3,156,987 26% The percentages are based on 10,409,027 shares of Common Stock outstanding as of Nov. 9, 2023, as reported in the Company's Form 10-Q filed with the SEC on Nov. 9, 2023, plus 1,731,498 shares of Common Stock issuable upon exercise of an equivalent number of warrants directly held by Slipstream Communications, LLC. The Amendment No. 6 was filed to reflect a change in the percentage previously reported as a result of the expiration on Nov. 29, 2023 of 529,948 Warrants directly held by Slipstream Communications, LLC. The Reporting Persons have no transactions within the prior 60 days to disclose. A full-text copy of the Schedule 13D/A is available for free at: https://www.sec.gov/Archives/edgar/data/1356093/000119312523287445/d852048dsc13da.htm About Creative Realities Creative Realities, Inc. -- http://www.cri.com-- Creative Realities helps clients use place-based digital media to achieve business objectives such as increased revenue, enhanced customer experiences, and improved productivity. The Company designs, develops and deploys digital signage experiences for enterprise-level networks, and is actively providing recurring SaaS and support services across diverse vertical markets, including but not limited to retail, automotive, digital-out-of-home (DOOH) advertising networks, convenience stores, foodservice/QSR, gaming, theater, and stadium venues. At Sept. 30, 2023, the Company has an accumulated deficit of $54,765,000 negative working capital of $2,157,000 including current debt obligations of $4,211,000 and cash of $8,376,000. For the nine months ended Sept. 30, 2023, the Company incurred an operating loss of $630,000 and generated positive net cash flows from operations of $8,306,000. Pursuant to the Second Amended and Restated Credit and Security Agreement made between the Company and Slipstream Communications, LLC, the Company is required and began to make monthly repayments of principal on the Consolidation Term Loan on Sept. 1, 2023. The monthly principal payment is approximately $370,000 and will continue on the first day of each month thereafter until the Maturity Date on Feb. 17, 2025, with total principal repayments of $4,440,000 during the twelve months subsequent to the reporting date of these Condensed Consolidated Financial Statements. The Company said that servicing this principal repayment raises substantial doubt about the Company's ability to continue as a going concern. CROSSED INDUSTRIES: Michael Markham Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Michael Markham, Esq., as Subchapter V trustee for Crossed Industries, LLC. Mr. Markham, a partner at Johnson Pope Bokor Ruppel & Burns, LLP, will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Markham declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Michael C. Markham, Esq. Johnson Pope Bokor Ruppel & Burns, LLP 401 E. Jackson Street, Suite 3100 Tampa, FL 33602 Phone: (727) 480-5118 Email: Mikem@jpfirm.com About Crossed Industries Crossed Industries, LLC, a company in Haines City, Fla., offers accessories for fishing, boating, hunting, and outdoor industries. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05249) on Nov. 20, 2023, with $338,530 in assets and $1,436,832 in liabilities. Charles B. Hickcox III, managing member, signed the petition. Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC represents the Debtor as legal counsel. CRYPTO CO: Imperial CEO Ron Levy Has 12.3% Stake as of Nov. 24 -------------------------------------------------------------- Ron Levy disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Nov. 24, 2023, he beneficially owned 38,065,119 shares of common stock of The Crypto Company, representing 12.3 percent of the Shares outstanding. Imperial Strategies, LLC also reported beneficial ownership of 2,085,617 Common Shares. The aggregate percentage of Common Stock reported owned by the Reporting Persons is based on the Issuer's calculation that it had 309,809,873 shares of Common Stock outstanding on November 20, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on Nov. 20, 2023. Imperial Strategies, LLC is a Delaware limited liability company that offers consulting and strategic business solutions. Ron Levy, chief executive officer, interim chief financial officer, chief operating officer and secretary of the Issuer, is the chief executive officer of Imperial. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1688126/000149315223043225/formsc13da.htm About Crypto Company Malibu, Calif.-based The Crypto Company -- https://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. DOMUS BWW: 47 East Says Glaring Defects in Disclosures ------------------------------------------------------ 47 East 34th Street (N.Y.), LP, objects to the motion of Domus BWW Funding, LLC and 1801 Admin, LLC, for entry of order approving the disclosure statement and the form and manner of notice and granting related relief, filed on November 3, 2023. The foremost purpose of a Disclosure Statement is to provide creditors and other parties in interest with the information necessary to decide whether to support a Plan of Reorganization. The Disclosure Statement here in issue plainly fails to do so. Nor could it because the Plan itself is missing critical information. Some of the most glaring defects in the Disclosure Statement and the Plan: * Nowhere do the Debtors mention the fact that, on the eve of bankruptcy, the business of the Debtor (1801 Admin) was transferred to its affiliates for no consideration. Yet, under the proposed Plan, the affiliates are being released of any and all fraudulent transfer and preference claims for no consideration. The value of the avoidance claims that are being released is not stated, and the identities of the parties being released is not given in the Disclosure Statement or the Plan. * In addition to fraudulent conveyance and preference claims, on information and belief, the Debtors have indemnification claims against affiliates which are not being pursued, and there also is no mention in the disclosure statement of their existence or value or whether the debtors intend to pursue them. * There is no creditors committee in this bankruptcy, and therefore there is no one to investigate the value of Debtors' assets and the claims being released or not pursued, and the Disclosure Statement makes no mention of any investigation having been conducted by a special committee with experienced counsel and hence it is presumed that no such investigation took place. The Debtors do not appear to have investigated any of their avoidance or indemnification claims, and they certainly were not prosecuted. An independent investigation by an examiner is needed to determine the value of these claims. Alternatively, 47 East needs and is entitled to discovery on these issues, as well as other plan confirmation issues that may arise, and the timing of such discovery will need to be incorporated into the Plan confirmation process. * The Disclosure Statement does not accurately describe the New York action that 47 East is currently litigating against the Debtors (47 East 34th Street (NY), L.P. v BridgeStreet Worldwide, Inc., et al., Index No. 653057/2018, pending in the Appellate Division of the New York Supreme Court). It also makes statements of disputed fact that are the subject of the pending litigation in New York, which statements potentially negate 47 East's claims in New York State Court. * The Disclosure Statement lacks critical financial information regarding the Debtors and their Plan, including, inter alia, a liquidation analysis and a feasibility analysis, and contains insufficient information regarding the various classes of creditors and the funding of the Plan. * Moreover, the Plan is patently unconfirmable, and hence the Disclosure Statement should not be approved. Among other things, the releases and exculpation clauses are overly broad. Counsel for 47 East 34th Street (NY), L.P.: Martin J. Weis, Esq. Ira N. Glauber, Esq. Yonit A. Caplow, Esq. DILWORTH PAXSON LLP 1500 Market St., Suite 3500E Philadelphia, PA 19102 Tel: (215) 575-7000 E-mail: mweis@dilworthlaw.com ycaplow@dilworthlaw.com About Domus BWW Funding Domus BWW Funding, LLC, and 1801 Admin, LLC, filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Lead Case No. 22-11162) on May 3, 2022, listing up to $500,000 in assets and up to $50,000 in liabilities. Judge Eric L. Frank presides over the cases. The Debtors tapped Aris J. Karlis, Esq., at Karalis PC as bankruptcy counsel. Dinsmore & Shohl LLP, McGuireWoods LLP, Landis Rath & Cobb LLP, Perkins Coie LLP, Gateley Plc, Anderson Kill PC, and Dechert LLP serve as special counsel. DOMUS BWW: GB-SP Objectors Say Disclosures Inadequate ----------------------------------------------------- GB-SP Holdings LLC, directly, and derivatively on behalf of BridgeStreet Worldwide, Inc., and Donal Kinsella (collectively, the "GB-SP Objectors"), object to the motion for entry of an order approving the disclosure statement filed by debtors Domus BWW Funding, LLC and 1801 Admin, LLC. The GB-SP Objectors also join in the Objection to Disclosure Statement filed by the United States Trustee. GB-SP Objectors filed unsecured proofs of claim against both Debtors in the amount of at least $2,500,000 to $4,800,000 plus costs and attorneys' fees incurred in a suit filed on March 4, 2014, by GB-SP Holdings, LLC, directly on its own behalf and derivatively on behalf of BridgeStreet Worldwide, Inc., and Donal Kinsella (the Delaware Litigation"). GB-SP Objectors point out that the debtors have not provided adequate information regarding the "Kinsella Litigation." In Article III.A.2. of the Disclosure Statement, the Debtors briefly describe the Delaware Litigation. The Debtors, however, fail in the Disclosure Statement to set forth the Plaintiffs' claims, and the risk to the Debtors and, therefore, the Debtors' creditors if the Delaware Chancery Court finds in favor of the GB-SP Objectors in such litigation, including, among other things for the indemnification sought by the GB-SP Objectors. GB-SP Objectors further point out that the debtors have not provided adequate information regarding the nature of the business and expected post-confirmation operations to establish plan contemplates a true reorganization: * The Debtors have structured the Plan as if there is to be a reorganization after the effective date with respect to such Plan and have included a discharge for the Debtors that could not be granted in the context of a liquidating plan. However, the Disclosure Statement and Plan provide little information to assess what post-petition business operations have occurred (other than continuation of prepetition litigation) and whether any actual business operations may continue after confirmation of the Plan. The main focus of the Debtors' attention and resources after the Petition Date appears to have been defending three litigation matters and insurance coverage disputes seeking indemnification for claims asserted against the Debtors: (1) 47 East 34th Street Litigation in the New York Supreme Court, (2) the Kinsella Litigation in the Delaware Chancery Court described herein above; and (3) Town Place Litigation against the Domus Debtor in the Court of Common Pleas of Allegheny County, PA. * The Disclosure Statement provides little if any information about the operations of the Debtors after the effective date of the Plan. Such information should be provided, and the Debtors should be required to establish that the Plan contemplates a true reorganization and not, as it appears, a dressed-up liquidation. Unless the Debtors can establish that the Plan is a true reorganization, and that the Debtors will continue to conduct business after the effective date of the Plan, the discharge provisions, at a minimum, should be removed from the Plan. According to GB-SP Objectors, assuming that the debtors are able to establish entitlement to a discharge, the disclosure statement and plan must be revised to reflect that any such discharge has no effect on third parties or derivative claims: * In this case, no evidence has been presented of any contribution made by any director or officer of the Debtors that would justify any release of liability by the Debtors or any third party. Releases of directors and officers are not appropriate in the absence of proof of substantial and necessary contribution to the reorganization plan.. In re Coram Healthcare Corp ., 315 B.R 321,337 (Bankr. D. Del 2004). * Neither the Plan nor the Disclosure Statement appear to provide any direct release of non-debtors. Nor, under the standard established by the United States Court of Appeals for the Third Circuit would any such release be appropriate in the Chapter 11 Cases. However, the GBSP Objectors have asserted certain claims, some direct and some derivative, in the Delaware Litigation. If the Court is inclined to grant the Solicitation Procedures Motion, and approve any discharge, the Disclosure Statement should be amended to state expressly that any discharge proposed does not impair the derivative claims asserted by the GB-SP Objectors or the claims of the GB-SP Objectors asserted in the Delaware Litigation against non-debtors. GB-SP Objectors assert that the Debtors have not adequately disclosed the risk to class 2b creditors if certain claims assumptions are not realized: * Under the terms of the Plan, Class 2B claims are limited to payment of their pro rata share of the Class 2B Fund, which is composed of any net proceeds from the Adversary Proceeding determined in accordance with Article IV.O of the Plan. The Debtors provide a flawed analysis and potential inflated recovery for Class 2B creditors unless significant contingencies are realized. Such contingencies include (1) continuation of litigation being dependent on whether the Debtors are able to continue to receive litigation funding on acceptable terms; (2) what are "acceptable terms"; (3) what is the likelihood of any recovery in the Adversary Proceeding; (4) will the recovery exceed the fees, costs, and expenses of investigating, pursuing, and prosecuting the Adversary Proceeding; (5) what is the extent of "Litigation Advances" recovered which are to be retained solely for the benefit of the Reorganized Debtors, DIP Lender, or Exit Lender, as applicable; and (6) what is the proposed alternative source of funding for Class 2B claims if funding runs out or the fees, costs and expenses of litigation exceed the amount of any recovery. * There is no estimated amount or percentage of recovery for the Other General Unsecured Litigation Claimants. At a minimum, the Court should require the Debtors to disclose assumptions underlying the projected recovery, projected expenses, the likelihood of continuation of funding for litigation, and what alternative source of funding is proposed if there is no net recovery available. GB-SP Objectors point out that the plan improperly classifies the Kinsella Litigation and other litigation claims as Class 2B Unsecured Claims separately from Class 2A Unsecured Claims: * The Debtors' Chapter 11 Plan separately classifies ongoing general unsecured claims as Class 2A claims from other general unsecured litigation claims in Class 2B. While Class 2A claims receive pro rata payment from the Class 2A Fund within forty-five days of the later of the Effective Date or date that the ongoing general unsecured claim becomes allowed, Class 2B claims are limited to payment of their pro rata share of the Class 2B Fund which is composed of any net recovery of the Adversary Proceeding determined in accordance with Article IV.O. of the Plan. The timing of payment to Class 2B general unsecured litigation claims is also less favorable than general unsecured debtors. The Debtors bear the burden of offering legitimate justification for the proposed separate classification and treatment of Class 2B Other General Unsecured Litigation Claims and the Class 2A Ongoing General Unsecured Claims. This the Debtors have not and cannot do. * The Debtors have not provided any basis for classifying litigation claims separately\ as Class 2B unsecured claims. Confirmation must be denied unless a sufficient showing is made by the Debtors to support separate classification of unsecured claims. GB-SP Objectors further points out that the proposed plan does not meet the feasibility requirement of the Bankruptcy Code. The Domus Debtor has no employees, and negative net worth for the period ended September 30, 2023, of -$458,580.00, with a cumulative loss of -$462,158.00. Moreover, the 1801 Debtor now has only three full-time employees with negative ending equity/net worth of -$192,853.00 and a cumulative loss of -$372,247.00. Based upon the Debtors' own filings, therefore, the Debtors will not be able to establish feasibility and, therefore, cannot confirm the Plan. The burden rests with the Debtors as the plan proponent to prove that the Plan is feasible by a preponderance of the evidence and to provide necessary information to enable those creditors entitled to vote to make an informed decision about the feasibility of the Plan. Because the Debtors have not and cannot meet this burden, the Plan cannot be confirm and the Disclosure Statement should not be approved. Counsel for the GB-SP Objectors: Kristi J. Doughty, Esq. Paul D. Brown, Esq. Mark L. Desgrosseilliers, Esq. CHIPMAN, BROWN, CICERO & COLE, LLP 1313 North Market St., Suite 5400 Wilmington, DE 19801 Tel: (302) 295-0192 Fax: (302) 295-0199 Email: Brown@chipmanbrown.com Desgross@chipmanbrown.com Doughty@chipmanbrown.com About Domus BWW Funding Domus BWW Funding, LLC, and 1801 Admin, LLC, filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Lead Case No. 22-11162) on May 3, 2022, listing up to $500,000 in assets and up to $50,000 in liabilities. Judge Eric L. Frank presides over the cases. The Debtors tapped Aris J. Karlis, Esq., at Karalis PC as bankruptcy counsel. Dinsmore & Shohl LLP, McGuireWoods LLP, Landis Rath & Cobb LLP, Perkins Coie LLP, Gateley Plc, Anderson Kill PC, and Dechert LLP serve as special counsel. EIGHT COPELAND: Riker Danzig Represents Lender Group ---------------------------------------------------- The law firm Riker Danzig LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 case of Eight Copeland Road Group, LLC, the firm represents the Lender Group. Each Lender holds a secured claim the Debtor arising from certain mortgage loans made by each Lender to the Debtor. The amounts and details of each of the claims are further set forth in the certifications filed in support of the Lender Group's Motion for an Order Dismissing the Chapter 11 Case, or in the Alternative, Granting Relief from the Automatic Stay With Respect to the Properties, as well as each Lender's proof of claim. The names and addresses of members of the Lender Group are: 1. JEST Holdings, LLC 906 East Kennedy Blvd. Lakewood, New Jersey 08701 2. U.S. Bank National Association as Trustee for Velocity Commercial Capital Loan Trust 2018 a/k/a U.S. Bank National Association as Trustee for Velocity Commercial Capital Loan Trust 2018-1 8950 Cypress Waters Blvd. Coppell, Texas 75019 3. U.S. Bank National Association as Trustee for Velocity Commercial Capital 2018-2 8950 Cypress Waters Blvd. Coppell, Texas 75019 4. LH-NP-Strat Delaware Owner Trust 280 Park Avenue, 3rd Floor New York, New York 10017 5. U.S. Bank, N.A., as Indenture Trustee for VCC 2022MC-1 Trust 191 South LaSalle Street MK-IL-SL7R Chicago, IL 60603 6. Velocity Commercial Capital, LLC 30699 Russell Ranch Road, Suite 295 Westlake Village, CA 91362 Counsel for the Lender Group: RIKER DANZIG LLP Michael R. O’Donnell, Esq. Tara J. Schellhorn, Esq. Gregory S. Toma, Esq. Headquarters Plaza, One Speedwell Avenue Morristown, New Jersey 07962-1981 Telephone: (973) 538-0800 Facsimile: (973) 538-1984 Email: modonnell@riker.com tschellhorn@riker.com gtoma@riker.com About Eight Copeland Eight Copeland Road Group, LLC, is engaged in activities related to real estate. The company is based in Livingston, N.J. Eight Copeland Road Group filed a Chapter 11 petition (Bankr. D.N.J. Case No. 23-17756) on Sept. 5, 2023, with $1 million to $10 million in both assets and liabilities. Marc Theophile, managing member, signed the petition. Judge John K. Sherwood oversees the case. Avram D. White, Esq., at White and Co. Attorneys and Counsellors, is the Debtor's bankruptcy counsel. ELLIS GEOTHERMAL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Ellis Geothermal, Inc. 9942 US Hwy 10 Suite 102 Elk River, MN 55330 Business Description: The Debtor is a building equipment contractor. Chapter 11 Petition Date: December 7, 2023 Court: United States Bankruptcy Court District of Minnesota Case No.: 23-42590 Debtor's Counsel: Joseph Dicker, Esq. JOSEPH W DICKER PC 1406 West Lake Street Suite 209 Minneapolis, MN 55408 Tel: (612) 827-5941 Email: joe@joedickerlaw.com Total Assets: $2,514,798 Total Liabilities: $3,307,904 The petition was signed by Peter Ellis as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/F47YUXQ/Ellis_Geothermal_Inc__mnbke-23-42590__0001.0.pdf?mcid=tGE4TAMA FINANCIAL STRATEGIES: Areya Aurzada Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 7 appointed Areya Holder Aurzada, Esq., at Holder Law as Subchapter V trustee for Financial Strategies Acquisition Corp. Ms. Aurzada will be paid an hourly fee of $495 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Aurzada declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Areya Holder Aurzada, Esq. Holder Law 901 Main Street, Ste. 5320 Dallas, TX 75202 Office: 972-438-8800 Mobile: 817-907-4140 About Financial Strategies Financial Strategies Acquisition Corp. filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-32655) on November 13, 2023, with $1,000,001 to $10 million in assets and liabilities. The petition was filed pro se. Judge Scott W. Everett oversees the case. FINANCIAL STRATEGIES: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Financial Strategies Acquisition Corp 7503 Maribeth Drive Dallas, TX 75252 Business Description: The Debtor is a Special Purpose Acquisition Company (SPAC). Chapter 11 Petition Date: December 6, 2023 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 23-42345 Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 2770 Coit Road, Ste. 850 Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 Email: eric@ealpc.com Total Assets: $6,825,664 Total Liabilities: $2,734,065 The petition was signed by Alexander Schinzing as chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SVBZRGI/Financial_Strategies_Acquisition__txebke-23-42345__0001.0.pdf?mcid=tGE4TAMA FREDRICK LEE: Frances Smith Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 6 appointed Frances Smith, Esq., at Ross, Smith & Binford, PC, as Subchapter V trustee for Fredrick Lee Press Plumbing, LLC. Ms. Smith will be paid an hourly fee of $475 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Smith declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Frances A. Smith, Esq. Ross, Smith & Binford, PC 700 N. Pearl Street, Ste. 1610 Dallas, TX 75201 Phone: 214-593-4976 Fax: 214-377-9409 Email: frances.smith@rsbfirm.com About Fredrick Lee Press Plumbing Fredrick Lee Press Plumbing, LLC is a service and repair plumbing company specializing in apartment communities in the DFW metro area. The Debtor filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-32662) on Nov. 14, 2023, with $1,425,926 in assets and $4,416,560 in debts. Nathan Smith, owner, signed the petition. Judge Michelle V. Larson oversees the case. Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor as bankruptcy counsel. FREELAND PAINTING: Cameron McCord Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 21 appointed Cameron McCord, Esq., at Jones & Walden, LLC, as Subchapter V trustee for Freeland Painting & Construction, Inc. Ms. McCord will be paid an hourly fee of $395 for her services as Subchapter V trustee and will be reimbursed for work related expenses incurred. Ms. McCord declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Cameron McCord, Esq. Jones & Walden, LLC 699 Piedmont Avenue, NE Atlanta, GA 30308 Phone: (404) 564-9300 Fax: (404) 564-9301 Email: cmccord@joneswalden.com About Freeland Painting Freeland Painting & Construction, Inc. is a local, family-owned business in Suwanee providing professional painting services to the Atlanta area. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-61480) on Nov. 18, 2023, with $436,313 in assets and $1,171,379 in liabilities. Douglas D. Ireland II, chief executive officer, signed the petition. Paul Reece Marr, Esq., at Paul Reece Marr, P.C. represents the Debtor as legal counsel. GDB HOLDINGS: Mark Dennis of SL Biggs Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Region 11 appointed Mark Dennis, a certified public accountant at SL Biggs, as Subchapter V trustee for GDB Holdings, LLC. Mr. Dennis will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Dennis declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark D. Dennis, CPA SL Biggs, A Division of SingerLewak, LLP 2000 S. Colorado Blvd., Tower 2, Ste. 200 Denver, CO 80222 Phone: 303-226-5471 Email: mdennis@slbiggs.com About GDB Holdings GDB Holdings, LLC is a Denver-area brewery doing business as Joyride Brewing. GDB Holdings filed Chapter 11 petition (Bankr. D. Colo. Case No. 23-15347) on Nov. 17, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Kimberley H. Tyson oversees the case. Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor, P.C., is the Debtor's legal counsel. GELESIS HOLDINGS: Files for Chapter 7 Bankruptcy ------------------------------------------------ Gelesis Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Oct. 30, 2023, after considering all strategic alternatives, the Company, together with its U. S. subsidiaries, Gelesis, Inc., and Gelesis, LLC, ceased operations and filed a voluntary petition for relief under the provisions of Chapter 7 of Title 11 of the United States Code in the U.S. Bankruptcy Court for the District of Delaware Case No. 23-11787. A Chapter 7 trustee will be appointed by the Bankruptcy Court and will assume control over the assets and liabilities of the Company, effectively eliminating the authority and powers of the Board of Directors of the Company and its executive officers to act on behalf of the Company. The assets of the Company will be liquidated and claims paid in accordance with the Bankruptcy Code. Concurrent with the Bankruptcy Filing, on Oct. 30, 2023, Yishai Zohar, president, chief executive officer, interim principal financial officer and principal accounting officer, treasurer, chief compliance officer and corporate secretary, and David Pass, chief operating officer and chief commercial officer, tendered their resignations, effective Oct. 30, 2023. As of Oct. 30, 2023, the Company has no officers, consultants or employees. Concurrent with the Bankruptcy Filing, on Oct. 30, 2023, directors Paul Fonteyne (Chair), Alison Bauerlein, Kathryn Cavanaugh, Clayton Christopher, Jane Wildman and Yishai Zohar resigned as members of the Company's Board of Directors. The Company has no current members of the Board of Directors. About Gelesis Headquartered in Boston, Massachusetts, Gelesis is a commercial stage biotherapeutics company focused on advancing first-in-class superabsorbent hydrogel therapeutics for chronic gastrointestinal, or GI, diseases including excess weight, type 2 diabetes, non-alcoholic fatty liver disease/non-alcoholic steatohepatitis, functional constipation, and inflammatory bowel disease. Boston, Massachusetts-based KPMG LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 28, 2023, citing that the Company has suffered recurring losses and cash flows from operations that raise substantial doubt about its ability to continue as a going concern. GI APPLE MIDCO: Midcap Financial Marks $4.4MM Loan at 18% Off ------------------------------------------------------------- MidCap Financial Investment Corporation has marked its $4,435,000 loan extended to GI Apple Midco LLC to market at $3,629,000 or 82% of the outstanding amount, as of September 30, 2023, according to Midcap Financial's Form 10-Q Report for the Quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission. Midcap Financial is a participant in a First Lien Secured Debt Loan to GI Apple Midco LLC. The loan accrues interest at a rate of 1% (SOFR+675) per annum. The loan matures on April 19, 2029. Midcap Financial Investment Corporation is a Maryland corporation incorporated on February 2, 2004. It is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. Apollo Investment Management, L.P. is the investment adviser and an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (AGM). Apollo Investment Administration, LLC, an affiliate of AGM, provides, among other things, administrative services and facilities for Midcap. GI APPLE MIDCO: Midcap Financial Marks $524,000 Loan at 43% Off --------------------------------------------------------------- MidCap Financial Investment Corporation has marked its $524,000 loan extended to GI Apple Midco LLC to market at $298,000 or 57% of the outstanding amount, as of September 30, 2023, according to Midcap Financial's Form 10-Q Report for the Quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission. Midcap Financial is a participant in a First Lien Secured Debt Loan to GI Apple Midco LLC. The loan accrues interest at a rate of 1% (SOFR+675) per annum. The loan matures on April 19, 2029. Midcap Financial Investment Corporation is a Maryland corporation incorporated on February 2, 2004. It is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. Apollo Investment Management, L.P. is the investment adviser and an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (AGM). Apollo Investment Administration, LLC, an affiliate of AGM, provides, among other things, administrative services and facilities for Midcap. GLOBAL ALARM: Case Summary & 10 Unsecured Creditors --------------------------------------------------- Debtor: Global Alarm Protection 2307 S Sycamore Ave Los Angeles, CA 90016 Chapter 11 Petition Date: December 7, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-18117 Judge: Hon. Sandra R Klein Debtor's Counsel: Matthew D. Resnik, Esq. RHM LAW, LLP 17609 Ventura Blvd. Ste 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: matt@rhmfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Louis Fizli as chief operating officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V4DTIQY/Global_Alarm_Protection__cacbke-23-18117__0001.0.pdf?mcid=tGE4TAMA GOLD STAR: Charity Bird Named Subchapter V Trustee -------------------------------------------------- The Acting U.S. Trustee for Region 8 appointed Charity Bird of Kaplan, Johnson, Abate, & Bird as Subchapter V trustee for Gold Star Express, LLC. Ms. Bird will be paid an hourly fee of $300 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Bird declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Charity Bird Kaplan, Johnson, Abate, & Bird 710 W. Main Street, 4th Floor Louisville, KY 40202 Phone: (502) 540-8285 Email: cbird@kaplanjohnsonlaw.com About Gold Star Express Gold Star Express, LLC is a Kentucky limited liability company that owns and operates a trucking and transportation business. The Debtor filed Chapter 11 petition (Bankr. W.D. Ky. Case No. 23-10846) on Nov. 16, 2023, with up to $500,000 in assets and up to $10 million in liabilities. Damira Nezic, member, signed the petition. Judge Joan A. Lloyd oversees the case. Robert C. Chaudoin, Esq., at Harlin Parker, represents the Debtor as legal counsel. GP INC: Joli Lofstedt Named Subchapter V Trustee ------------------------------------------------ The U.S. Trustee for Region 11 appointed Joli Lofstedt, Esq., as Subchapter V trustee for GP, Inc. Ms. Lofstedt, a practicing attorney in Louisville, Colo., will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Lofstedt declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Joli A. Lofstedt, Esq. P.O. Box 270561 Louisville, CO 80027 Phone: (303) 476-6915 Fax: (303) 604-2964 Email: joli@jaltrustee.com About GP Inc. GP, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-15319) on Nov. 16, 2023, with up to $50,000 in assets and $500,001 to $1 million in liabilities. Jeffrey Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor, P.C. represents the Debtor as legal counsel. GRAFTECH FINANCE: Moody's Lowers CFR & Senior Secured Notes to B2 ----------------------------------------------------------------- Moody's Investors Service has downgraded GrafTech Finance, Inc.'s ("GrafTech") Corporate Family Rating to B2 from B1, its Probability of Default Rating to B2-PD from B1-PD and the rating on its senior secured notes and backed senior secured bank credit facility to B2 from B1. At the same time, Moody's downgraded the rating on the backed senior secured notes issued by GrafTech Global Enterprises Inc. to B2 from B1. The senior secured ratings are commensurate with the Corporate Family Rating since the revolver and secured notes share in the same collateral package and account for virtually all of the debt in the company's capital structure. GrafTech's Speculative Grade Liquidity Rating ("SGL") remains unchanged at SGL-3 reflecting Moody's expectation for cash consumption in 2024 and limited availability on its revolver as it continues to breach the springing leverage covenant. The ratings outlook for GrafTech Finance, Inc. and GrafTech Global Enterprises Inc. remains negative. "The downgrade of GrafTech's ratings reflects Moody's expectation for continued weak operating results, credit metrics and cash consumption due to the loss of market share related to the temporary suspension of its production facility in Mexico, the roll off of its volumes covered under long term agreements at higher price levels, weak end market demand and increased competitive pressures," said Michael Corelli, Moody's Senior Vice President and lead analyst for GrafTech Finance, Inc. RATINGS RATIONALE GrafTech's B2 Corporate Family Rating reflects its moderate scale, reliance on one product (graphite electrodes) for the majority of its revenues that is sold to the highly cyclical steel sector, dependence on a single facility for the majority of its needle coke supply, and the fact that its earnings and credit metrics will remain very weak and its cash flows negative in the near term. The rating also incorporates its strong market position in the graphite electrode sector, its internal needle coke supply and the continuing gradual shift to electric arc furnace (EAF) steel production. GrafTech's operating performance began to materially weaken in 2H 2022 due to softening end market demand, higher energy costs and the impact of the suspension of its Mexican production facility which led to a significant loss of market share. As a result, it produced adjusted EBITDA of $541 million in 2022 versus $664 million in 2021 and only $81 million in Q4 2022 versus $191 million in Q4 2021. Its operating results have deteriorated more significantly in 2023 due to the market share loss, the roll off of its volumes covered under long term agreements (LTAs) at higher price levels, high customer inventory levels combined with weak end market demand and increased competitive pressures. Therefore, its adjusted EBITDA shrank to only $41 million in the first nine months of the year and only $1 million in Q3 2023, and will remain weak through 2024. Moody's anticipate adjusted EBITDA will be negative in Q4 2023 as volumes under LTAs decline, costs remain elevated and market conditions weak. This will lead to adjusted EBITDA of only about $30 million in 2023. The significantly weaker operating performance will result in credit metrics that are very weak for the current rating with an adjusted leverage ratio (debt/EBITDA) of about 31.0x and interest coverage (EBITDA/Interest) around 0.5x. The company's operating performance should improve in 2024 as it regains lost market share as it has rebuilt its inventory of pins following the ramp up of production in Mexico and since it added pin production to its facilities in Pennsylvania and Spain, and as it benefits from reduced cost pressures and the ongoing shift to EAF steel production. However, it will remain very weak since GrafTech will continue to be hampered by weak end market demand and intense competitive pressures. If the company fails to achieve a substantially improved operating performance and much stronger credit metrics over the next 12-18 months, then further ratings downgrades are possible. GrafTech consistently generated strong free cash flow over the past four years and shifted to a more balanced capital allocation policy from a focus on shareholder returns as Brookfield's ownership position declined to 25%. The company repaid about $910 million of term loan debt in years 2020-2022 while repurchasing about $140 million of its common stock and paying about $52 million in dividends. The very weak operating performance will likely result in modest cash generation in 2023 despite working capital becoming a material source of cash and cash consumption in 2024 as working capital consumes cash. GrafTech's speculative grade liquidity rating of SGL-3 incorporates its adequate liquidity profile. The company had $173 million of cash and $112.3 million of availability on its $330 million revolving credit facility as of September 2023, which had no outstanding borrowings and $3.2 million of letters of credit issued. The revolver has a springing maximum senior secured first-lien net leverage ratio covenant of 4.0x at 35% utilization. Moody's do not expect material revolver utilization but anticipate the company will continue to exceed a leverage ratio of 4.0x through 2024 which reduces availability to $115.5 million in the near term. GrafTech should maintain an adequate liquidity profile in 2024 due to its sizeable cash balance even if it consumes a moderate amount of cash and availability on its revolver remains restricted. The negative outlook incorporates Moody's expectation for very weak operating results and credit metrics over the next 12-18 months and the risk they don't improve to a level that supports the current rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings upside for GrafTech is limited by its reliance on a single needle coke facility for the majority of its supply and its focus on one product category that serves the highly cyclical steel sector. However, an upgrade could be considered if the company sustains a leverage ratio (Debt/EBITDA) below 4.5x, an interest coverage ratio (EBITDA/Interest) above 2.25x and retained cash flow above 10% of its outstanding debt. Moody's could downgrade GrafTech's ratings if its adjusted financial leverage is sustained above 6.0x, its interest coverage ratio (EBITDA/Interest) below 1.5x and retained cash flow is maintained below 5% of its outstanding debt, the company consistently produces negative free cash flow or experiences a substantive deterioration in liquidity. Total liquidity declining below $150 million could lead to a downgrade. GrafTech Finance, Inc. and GrafTech Global Enterprises Inc. are wholly owned subsidiaries of GrafTech Holdings Inc., which in turn is 100% owned by GrafTech International Ltd. GrafTech International Ltd., headquartered in Brooklyn Heights, Ohio, is a manufacturer of graphite electrodes and needle coke products. The company has about 230,000 metric tons of electrode capacity including its facility in St. Mary's, Pennsylvania. GrafTech generated $731 million in revenues for the twelve months ended September 30, 2023. An affiliate of Brookfield Capital Partners Ltd owns about 25% of the outstanding shares of GrafTech. The principal methodology used in these ratings was Chemicals published in October 2023. HAWAIIAN HOLDINGS: Fitch Gives 'B-' Rating on Watch Positive ------------------------------------------------------------ Fitch has placed Hawaiian Holdings, Inc. (Hawaiian)'s IDR on Rating Watch Positive, following the announced merger with Alaska Air Group. The Positive Watch reflects Fitch's view that Hawaiian's credit profile will benefit from Alaska's strong balance sheet and profitability. Fitch expects post-closing leverage for the combined companies to peak in the mid-3x range, depending on the amount of debt raised, and to trend lower thereafter. The Positive Watch anticipates the transaction will pass regulatory approval. Hawaiian's stand-alone credit profile faces operational and competitive challenges that drive increased liquidity and refinancing risks with its debt due January 2026. Fitch believes the merger agreement shifts this refinancing risk to Alaska. However, risks could shift back to Hawaiian should the merger fall through or if the merger timeline is delayed beyond 2025. Should Hawaiian's standalone credit profile weaken and the merger become less likely, Hawaiian's rating may still be subject to a negative rating action. KEY RATING DRIVERS Rating Watch Positive: Hawaiian's credit profile will benefit from the merger with Alaska given Alaska's healthier operating margins and a stronger balance sheet. Fitch expects post-closing leverage to be in the mid 3x range, an improvement over Hawaiian's currently weak metrics. Fitch believes the merger alleviates Hawaiian's refinancing risk for its loyalty debt due January 2026. Strategic Rationale: Fitch believes the Alaska/Hawaiian combination carries some strategic value, particularly given the relatively modest purchase price. The combination will bolster Alaska's existing position in the Hawaiian islands and make it a more attractive option to travelers on the west coast while Alaska's existing domestic network will provide additional utility to travelers from Hawaii, both of which are likely to drive additional loyalty program penetration. Fitch also believes that the combined companies will create a more effective competitor in the Hawaiian market, than either Alaska or Hawaiian could be on a standalone basis. Regulatory Uncertainty: The transaction remains subject to regulatory approval. Fitch views the Alaska/Hawaiian transaction as less likely to face significant scrutiny relative to the pending JetBlue/Spirit deal, nevertheless, the current administration's conservative stance towards airline integration remains a risk. Unlike the JetBlue/Spirit transaction, Fitch believes there is a lower likelihood that the Alaska transaction will be viewed as a move to remove a lower-cost competitor from the market. The Hawaiian islands are also well served by other major U.S. carriers, potentially limiting the concern around consolidation. Maturity Wall in 2026: The majority of Hawaiian's debt, including the $1.2 billion loyalty notes and its 2013-1 EETCs, comes due in January 2026. On a standalone basis, Fitch currently expects Hawaiian to refinance the debt or settle a portion of the upcoming maturities in cash as profitability and credit metrics recover over the next two years. However, if the operating environment is more challenging than expected, weak credit metrics and declining cash balances could raise refinancing risks. DERIVATION SUMMARY Fitch compares Hawaiian with Spirit Airlines (B/Negative). While both airlines are dealing with the GTF engine challenges, Hawaiian also faces headwinds related to increased inter-island competition, still recovering Japanese traffic, and the Maui wildfire that will slow recovery to pre-pandemic level. Relative to Spirit, Hawaiian has a weaker financial profile, including credit and profitability metrics. KEY ASSUMPTIONS - ASMs grow mid-single digits in 2024, driven by continued international traffic recovery and addition of four 787-9s, partially offset by grounded A321s for engine inspections and Maui wildfire impact. Capacity beyond 2024 continues to increase upper single digits to low teens as more 787-9s are delivered and grounded aircraft come back from inspections. - RPMs recover to 2019 level by 2025 and load factor in the 83%-85% range from 2024 and 2026 - EBITDA margin is slightly negative to neutral in 2024 and improves to mid-single digits in 2025, due to limited RASM growth while wage increases from the new pilot contract, high fuel cost and other cost inflation (maintenance, airport landing fees) keep pressure on profitability. - CAPEX elevated at $550 million to $650 million through 2024 and 2025 as the company takes deliveries of the 787-9s. Fitch expects aircraft to be 75% financed by debt in a case of prolonged profitability recovery. RECOVERY ANALYSIS Fitch's recovery analysis assumes that Hawaiian would be reorganized as a going concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim and assumes a bankruptcy scenario is driven by a combination of structural competition in the islands of Hawaii, prolonged economic downturn or elevated fuel prices. Fitch's estimate for the value available to the loyalty program-backed creditors is based on an internally generated discounted cash flow analysis and assumes conservative future cash flows reflecting a materially shrinking customer base and a slow recovery post-bankruptcy. This analysis results in secured creditors receiving strong recovery in the 'RR2' band. RATING SENSITIVITIES Factors that could, individually or collectively, lead to removing the Positive Watch: - The announced merger is not approved by regulators or becomes less likely for other reasons. Factors that could, individually or collectively, lead to positive rating action/upgrade: - Expectations for total adjusted debt/EBITDAR to fall below 5x; - Success in inducing and optimizing Hawaiian's 787-9s - EBITDAR Fixed Charge Coverage moving toward 2x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Total liquidity falling below $500 million; - EBITDAR Fixed Charge Coverage sustained at or below 1x. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of Sept. 30, 2023, Hawaiian holds $1.1 billion liquidity consisting of $111 million cash and $711 million short term investments and a full availability on its $235 million revolver. The level of total liquidity is equivalent to roughly 50% of 2019 revenue. Fitch applies a 30% discount to corporate debt and other fixed-income securities, and 100% discount to equity securities before factoring them into the company's liquidity. Debt Maturities: Hawaiian's debt structure primarily consists of secured borrowings and aircraft-backed debt. The company's revolver matures in December 2025 and most its debt, including $1.2 billion loyalty debt and $163 million EETC debt, matures in January 2026. The rest of Hawaiian's borrowing primarily consists of aircraft loan agreements secured by Boeing 717s, Japanese yen-denominated aircraft loans, capital leases on aircraft and loans under Payroll Support Programs. ISSUER PROFILE Hawaiian Holdings, Inc. (NYSE: HA) is the parent company of Hawaiian Airlines, Inc., Hawaii's largest airline. The company is solely dedicated to serving customers coming to and from Hawaii and those traveling between the islands of Hawaii. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Hawaiian Holdings, Inc. LT IDR B- Rating Watch On B- Hawaiian Brand Intellectual Property, Ltd. senior secured LT B+ Affirmed RR2 B+ Hawaiian Airlines, Inc. LT IDR B- Rating Watch On B- HawaiianMiles Loyalty, Ltd. senior secured LT B+ Affirmed RR2 B+ HEALTHCHANNELS INTERMEDIATE: S&P Downgrades ICR to 'SD' ------------------------------------------------------- S&P Global Ratings lowered our issuer credit rating on HealthChannels Intermediate HoldCo LLC to 'SD' (selective default) from 'CCC'. At the same time, S&P lowered its issue-level rating on the affected debt to 'D' from 'CCC'. S&P expects the issue-level rating to remain at 'D' until it views the potential for additional below-par purchases as remote. S&P expects to revise the rating to 'CCC' from 'SD' over the next few business days. The downgrade reflects HealthChannels' latest subpar debt repurchases. The continued repurchases of its $385 million first-lien term loan over the past three quarters bring the cumulative amount of repurchases to roughly $20 million below par, more than 5% of the debt. S&P views these repurchases as distressed transactions because lenders received materially less value than originally promised (approximately 70 cents on the dollar) and the company's operating results are in distressed territory. S&P said, "We plan to reassess our issuer credit rating on the company and our issue-level ratings on the affected debt over the coming days and expect the rating to return to 'CCC' based on our expectation that HealthChannels could repurchase additional debt below par value in the next few months, which we would also view as tantamount to default. "Additionally, HealthChannels' term loan is due in April 2025, increasing the risk for a general default in the next 12-14 months. We also expect to maintain the 'D' issue-level rating on the first-lien loan because we anticipate there is a high likelihood of additional subpar repurchases on this debt in the next few months." HEXION INC: S&P Alters Outlook to Negative, Affirms 'B-' ICR ------------------------------------------------------------ S&P Global Ratings revised its outlook on Hexion Inc. to negative from stable. S&P affirmed its 'B-' issuer credit rating. S&P said, "We also affirmed our 'B-' issue-level rating on the company's first-lien senior secured term loan. Our '3' recovery rating is unchanged. We also affirmed our 'CCC+' rating on the second-lien senior secured term loan. Our '5' recovery rating is unchanged. "The negative outlook reflects leverage being weaker than prior expectations because of a challenging operating environment, which we expect to persist in 2024. "We expect Hexion's leverage to remain weaker than our previous expectations. "The company's earnings in the first nine months of 2023 were weaker than the prior year because of prolonged macroeconomic weakness, resulting in weighted-average S&P Global Ratings-adjusted debt to EBITDA being elevated to 7.5x-8.5x over the next 12 months. We expect weak industry operating conditions to persist through most of 2024 as a result of elevated interest rates, subdued housing starts and housing turnover, and general economic malaise. Additionally, we expect Hexion to generate moderately negative free cash flow in 2023 and 2024, which could be financed by draws on its asset-based lending (ABL) facility and be an additional drag on leverage. "In our base-case scenario, we forecast a free cash flow deficit and that interest coverage will remain pressured due to high debt servicing costs and weak earnings. "We expect cash interest expenses to remain high in the next two years given elevated interest rates and Hexion's largely floating-rate debt structure. We note that the company benefits from rate hedges on most of its floating-rate debt which partially mitigates against high rates. We forecast moderate free cash flow deficits and a pressured EBITDA interest coverage ratio in the next 12 months. Under its ABL facility, the company is subject to a springing fixed-charge coverage covenant that we expect to not be triggered in the next 12 months and that it will have adequate EBITDA cushion over the next 12 months. "Our assessment of Hexion's business risk incorporates its exposure to diversified but cyclical end markets, a competitive operating environment, and its ability to pass on volatile raw material costs. "Hexion's cyclical end markets include new home construction, repair and modeling, furniture, industrial, and energy. Amid economic weakness, high inflation, high mortgage rates, and weaker consumer purchasing power, demand in these end markets has weakened in 2023. Hexion's operating performance also has weakened year over year. The company is also exposed to volatile costs for key inputs such as methanol and urea, but substantial sales are made through contracts that allow it to pass through input costs. In 2022, Hexion executed favorable contract renegotiations in the adhesives segment, which improved EBITDA margin and partially offset industry demand headwinds. Hexion has average profitability among specialty chemical producers, with S&P Global Ratings-adjusted EBITDA margin for 2023 expected in the mid-teens percentage area. We believe the company operates in a competitive market and is somewhat constrained in its pricing capabilities, which affects profitability. Partially offsetting these weaknesses are Hexion's solid geographic footprint and customer diversity; it generates about half of its revenues outside the U.S. "We anticipate EBITDA margin will improve in 2023-2024 on better pricing and moderating input costs. "After meaningful growth in pro forma revenues in 2022, Hexion reported lower year-over-year revenues in the first nine months of 2023. This was from volume headwinds stemming from weaker end-market demand as well as the contractual pass-through of moderating input costs compared to last year. This was partially offset by favorable contract renegotiations in 2022. At the same time, EBITDA margins improved to the mid-teens percentage area due to these renewed contracts and lower overall input costs. We expect EBITDA margins to remain in the mid-teens percentage area over the next two years, limited by weaker fixed cost absorption and offset by planned cost-saving initiatives. "Our negative outlook on the rating reflects Hexion's weaker than expected earnings, resulting in a weighted-average S&P Global Ratings-adjusted debt to EBITDA of 7.5x-8.5x. We anticipate Hexion's earnings will remain weak over the next 12 months on persistently muted demand in key end markets such as new home construction, repair and remodeling, and furniture considering a continuation of challenging macroeconomic conditions in 2024. Meanwhile, we expect EBITDA margins to remain in the mid-teens percentage area, supported by ongoing cost reductions. We forecast weakness in interest coverage ratios and moderately negative free cash flow over the next 12 months. In our base-case scenario, we assume no material increases in debt to fund acquisitions. We also assume Hexion will not pursue debt buybacks in the next 12 months." S&P could lower the rating over the next 12 months if: -- Hexion's earnings are weaker than projected, such that S&P Global Ratings-adjusted weighted-average debt to EBITDA approaches double digits on a sustained basis. This could occur if volumes continue to drop on prolonged weakness in end-market demand or Hexion's profitability deteriorates as a result of competitive or raw material pressures; -- S&P believes free cash flow deficits constrain liquidity or challenge covenant compliance; or -- The company pursues a debt exchange or repurchase that S&P views as distressed. S&P could take a positive rating action over the next 12 months if: -- Hexion's earnings exceed our expectations such that S&P Global Ratings-adjusted debt to EBITDA improves to 6.5x-7.5x consistently. Earnings could be stronger than expected if the macroeconomic environment improves such that demand rebounds in key end markets including new home construction, repair and remodeling, and furniture, increasing volume, or if EBITDA margins exceed S&P's expectations by more than 150 basis points in the next 12 months; -- S&P expects sustained improvement in free cash flow generation and liquidity position; and -- S&P gets clarity that the company's financial policies would support these credit measures. HOLLY ENERGY: Moody's Withdraws 'Ba2' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings on Holly Energy Partners, L.P. (HEP), including its Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, Ba3 senior unsecured notes ratings, SGL-3 Speculative Grade Liquidity rating, and changed the outlook to rating withdrawn from rating under review following completion of an exchange offer by HF Sinclair Corporation (HF Sinclair, Baa3 stable) whereby HF Sinclair issued new notes (rated Baa3) in exchange for HEP notes. This concludes the ratings review on HEP initiated on May 5, 2023. On December 1, 2023, HF Sinclair completed the acquisition of all the outstanding common units of HEP that it did not already own. Also, in early December 2023, HF Sinclair completed the exchange for substantially all of HEP's notes, including 99.97% of HEP's $400 million of senior unsecured notes due 2027 and 99.86% of HEP's $500 million of senior unsecured notes due 2028. RATINGS RATIONALE Moody's has withdrawn HEP's ratings due to lack of sufficient information required to maintain the ratings because HEP will no longer file or otherwise provide audited financial statements. Concurrent with the exchange offer, HEP solicited and received the requisite consents from HEP's noteholders to amend certain covenants, including eliminating separate financial reporting requirements for HEP. Moody's has decided to withdraw the ratings because it believes it has insufficient information or otherwise inadequate information to support the maintenance of the ratings. HEP, which is now wholly owned by HF Sinclair, has pipelines for transporting crude oil and refined products, processing units, terminals, and tanks near HF Sinclair's refining assets. HF Sinclair, headquartered in Dallas, Texas, is a publicly traded company operating across five business segments comprised of Refining, Renewables, Marketing, Lubricants and Specialty Products, and HEP. HOMEZONE IMPROVEMENTS: Charles Mouranie Named Subchapter V Trustee ------------------------------------------------------------------ The U.S. Trustee for Regions 3 and 9 appointed Charles Mouranie of CMM & Associates as Subchapter V trustee for Homezone Improvements, LLC. Mr. Mouranie will be paid an hourly fee of $335 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Mouranie declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Charles M. Mouranie CTP CMM & Associates 43313 Woodward Ave., Ste. 1189 Phone: 248.767.9492 Email: cmouranie@cmmengllc.com About Homezone Improvements Homezone Improvements, LLC is an exterior remodeler based in Grand Blanc and serving homeowners across Michigan. The company specializes in vinyl replacement windows, notably the Sunrise Vanguard triple-pane windows, as well as sliding patio doors and residential roofing tailored for Michigan's diverse weather. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-31825) on Nov. 15, 2023, with up to $500,000 in assets and up to $10 million in liabilities. Donald Wyper, managing member, signed the petition. Judge Joel D. Applebaum oversees the case. Yuliy Osipov, Esq., at Osipov Bigelman, PC., represents the Debtor as legal counsel. HUB DUB: Seeks Short Extension of Plan Filing Deadline ------------------------------------------------------ Hub Dub, Ltd., moved the Bankruptcy Court pursuant to 11 U.S.C. Sec. 1189(b) for the entry of an order extending until Dec. 7, 2024, the time for the Debtor to file its Subchapter V plan. The Debtor's Subchapter V plan was originally due by Sept. 18, 2023. On Sept. 11, 2023, the Debtor filed a motion for extension of time to file its Plan and on Sept. 18, 2023, an order was entered extending the time for the Debtor to file its Plan to and including Nov. 17, 2023. On Nov. 27, 2023, an order was entered extending the time for the Debtor to file its Plan to and including December 1, 2023. In seeking an extension until Dec. 7, 2023, the Debtor said has not yet finalized its projections or completed its discussions with counsel regarding the provisions of its Plan in time for filing by Dec. 1, 2023. The status hearing on the case is currently set for December 11, 2023. Counsel for Hub Dub, Ltd: Joel A. Schechter, Esq. LAW OFFICES OF JOEL A. SCHECHTER 53 W. Jackson Blvd., Suite 1522 Chicago, IL 60604 Tel: (312) 332-0267 E-mail: joel@jasbklaw.com About Hub Dub Ltd. Hub Dub, Ltd. is a full-service e-commerce brand management and warehousing solution. It offers customers the importing, warehousing, brand enforcement and distribution of products through diverse online global sales channels. Hub Dub filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-08058) on June 20,2023, with $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Ken Novak has been appointed as Subchapter V trustee. Judge A. Benjamin Goldgar oversees the case. Joel A. Schechter, Esq., at the Law Offices of Joel A. Schechter is the Debtor's counsel. INVERSIONES LATIN AMERICA: Jan. 3 Plan Approval Hearing Set ----------------------------------------------------------- Judge John P. Mastando III will convene a hearing to consider, among other things, the adequacy of the Disclosure Statement and confirmation of the Joint Prepackaged Chapter 11 Plan of debtor Inversiones Latin America Power Ltda., et al., will be held on Jan. 3, 2024 at 10:00 a.m. (prevailing Eastern Time). Any objections to the Disclosure Statement or confirmation of the Plan will be filed and served so as to be actually received by 5:00 p.m. (prevailing Eastern Time) on Dec. 28, 2023. Replies to objections received by the Objection Deadline, if any, will be filed and served so as to be actually received by 4:00 p.m. (prevailing Eastern Time) on Jan. 2, 2024. The voting record date of Nov. 27, 2023 (prevailing Eastern Time) is approved. The voting deadline will be Dec. 28, 2023 at 5:00 p.m. (prevailing Eastern Time). The distribution record date of Dec. 1, 2023 is approved. The deadline to file the Plan Supplement will be December 21, 2023. About Inversiones Latin America Inversiones Latin America Power Ltda. is a clean energy company that owns and operates wind generation plants with an aggregate installed capacity of 239.2 megawatts (MW) and is engaged in the generation of electricity business in northern Chile. Inversiones owns and operates two wind farm projects: (1) a 193.2 MW facility located in Freirina, Vallenar in the region of Atacama (the "San Juan Project"), currently the second largest wind farm project by capacity in Chile, and (2) a 46.0 MW facility located in Canela, in the region of Coquimbo (the "Totoral Project"). The San Juan Project has been fully operational since March 2017 and the Totoral Project has been fully operational since January 2010. Both wind projects are located in areas characterized for their strong and highly predictable wind resource. Inversiones Latin America Power Ltda. and affiliates San Juan S.A. and Norvind S.A. sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 23-11891) on Nov. 30, 2023. Inversiones estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. The Hon. Judge John P. Mastando III is the case judge. The Debtors tapped GREENBERG TRAURIG, LLP as counsel, and LAZARD FRERES & CO. LLC as investment banker. BARROS, SILVA, VARELA & VIGIL ABOGADOS LIMITADA is the Chilean legal advisor. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. JAGUAR HEALTH: Amends Office Lease to Extend Expiration Until 2030 ------------------------------------------------------------------ Jaguar Health, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Oct. 25, 2023, the Company entered into a Second Amendment to the Lease with M & E, LLC, which, among other things, modified the date of expiration for one of the suites covered under the Lease from Feb. 28, 2025 to Aug. 31, 2030. On April 6, 2021, Jaguar Health entered into an Office Lease Agreement with M & E (Landlord) to lease approximately 10,526 square feet of office space for two suites located at 200 Pine Street, San Francisco, California 94104. The original term of the Lease provided that the lease began on Sept. 1, 2021 and would expire on Aug. 31, 2024. On Dec. 24, 2021, the Company entered into the First Amendment to the Lease, which, among other things, modified the Lease to begin on Dec. 22, 2021 and expire on Feb. 28, 2025. Pursuant to the Second Amendment, the base rent under the Lease was modified. A full-text copy of the Second Amended Lease is available for free at: https://www.sec.gov/Archives/edgar/data/1585608/000110465923122909/tm2330328d1_10-2.htm About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar Health reported a net loss of $48.39 million for the year ended Dec. 31, 2022, compared to a net loss of $52.60 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $47.45 million in total assets, $48.81 million in total liabilities, and a total stockholders' deficit of $1.35 million. Larkspur, California-based RBSM, LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 24, 2023, citing that the Company has an accumulated deficit, recurring losses, and expects continuing future losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. JRAM 429: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: Jram 429 LLC 429 Wythe Avenue Brooklyn, NY 11249 Business Description: Jram 429 is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 7, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-44510 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Vivian Sobers, Esq. SOBERS LAW PLLC 11 Broadway Suite 615 New York, NY 10004 Tel: (917) 225-4501 Email: vsobers@soberslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lorenzo DeLuca as principal. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GQMEUJY/Jram_429_LLC__nyebke-23-44510__0001.0.pdf?mcid=tGE4TAMA KAI 786 LLC: To Seek Plan Confirmation on Jan. 3, 2024 ------------------------------------------------------ Judge Michael M. Parker has entered an order approving the Disclosure Statement explaining the Plan of Kai 786 LLC. Dec. 27, 2023, at 5:00pm (CT) is fixed as the last day for submitting ballots for acceptances or rejections of the Plan. Dec. 27, 2023, at 5:00pm (CT) is also fix as the last day for filing and serving written objections to confirmation of the Plan. Jan. 3, 2024, at 9:30am (CT), at the Hiplolito F. Garcia Federal Building and Courthouse, Courtroom 1, which is located at 615 E. Houston St. San Antonio, Texas 78205, is fixed as the time and place of the hearing on confirmation of the Plan and any objections thereto. Chapter 11 Plan KAI 786, LLC, submitted a Chapter 11 Plan and a Disclosure Statement. On Feb. 13, 2019, Debtor purchased the property at issue, including residential rental apartments and related improvements, located at 121, 208 and 209 Victor Street, San Antonio, Texas 78209. The Real Property is encumbered by a lien securing debt obligations owed by Debtor to Federal Home Loan Mortgage Corporation ("Freddie Mac") under a loan agreement dated February 13, 2019 ("Loan Agreement"). The Debtor's obligations under the Loan Agreement are secured by a Multifamily Deed of Trust, Assignment of Rents and Fixture Filing also dated February 13, 2019, in favor of Freddie Mac (the "Deed of Trust" and together with the Loan Agreement and ancillary documents related thereto, collectively, the "Mortgage"). Debtor's obligations to Freddie Mac under the Mortgage are guaranteed by the Principal and his spouse. By October 15, 2023, after appropriate electrical repairs were made and power was restored to 209 Victor, 38 of the 57 Apartments were under lease with 5 of those tenants in default. The total monthly collected revenue from the rent roll amounted to approximately $22,150.00. As of the filing date of this Disclosure Statement 36 of the 57 Apartments have been rented with 5 renters in default generating total monthly collected revenue from the rent roll of approximately $22,500. The current rent roll is less than the amount of the Debtor's monthly payment to Freddie Mac. Class 5: Saajedul Kaiyom, the sole Class 5 Claimant total $200,000, the Revested Debtor will after all full and final payment in full of all Allowed Claims in Class 1, 2, 4 and 6 be entitled to payment in full. Class 6: Unless otherwise agreed upon in writing between the Revested Debtor and City Public Service, with a total of $17,206.20, the sole Class 6 Claimant, the Revested Debtor will pay City Public Service its Allowed Claim in Class 6 in full in sixty equal monthly installments beginning March 5, 2024. Class 6 is impaired. Class 7: The contingent, disputed and unliquidated Claim of Waldemar F. Cofresi pursuant to Case No. 2021-CI-24749 pending in the 131st Judicial District, Bexar County Texas and any all claims that could have been or could be brought in connection therewith will be fully and forever discharged upon the Effective Date. Class 7 is impaired. Class 8: The contingent, disputed and unliquidated Claim of Juan Antonio Aguilar pursuant to Case No. 2021-CI-24749 pending in the 131st Judicial District, Bexar County Texas and any all claims that could have been or could be brought in connection therewith will be fully and forever discharged upon the Effective Date. Class 8 is impaired. Class 9: Unless otherwise agreed upon in writing between the Revested Debtor and San Antonio Water System with a total claim of $2,850.75, the sole Class 9 Claimant, the Revested Debtor Will, pay San Antonio Water System its Allowed Unsecured Claim in Class 9 in full in sixty equal monthly installments beginning March 5, 2024. Class 9 is impaired. The Debtor will use revenue from Apartment rentals, draws from the DIP Financing available and capital contributions made by Principal to make payments in accordance with the Plan. Counsel for the Debtor: Paul S. Hacker HACKER LAW FIRM 3355 Cherry Ridge St., Suite 214 San Antonio, TX 78230 Tel: (210) 595-2045 Fax (210) 595-2037 Email: steve@hackerlawfirm.com A copy of the Order dated December 1, 2023, is available at https://tinyurl.ph/XHUns from PacerMonitor.com. A copy of the Disclosure Statement dated December 1, 2023, is available at https://tinyurl.ph/RZFyh from PacerMonitor.com. About Kai 786, LLC Kai 786, LLC, owns three apartment complexes in San Antonio, TX valued at $3.76 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51004) on July 31, 2023. In the petition signed by Saajedul Kaiyom, managing member, the Debtor disclosed $3,787,730 up to total assets and $2,375,156 in total liabilities. Judge Michael M. Parker oversees the case. Paul Steven Hacker, Esq., at Hacker Law Firm, PLLC, is the Debtor's legal counsel. KDC ONE: Midcap Financial Marks $6.02MM Loan at 79% Off ------------------------------------------------------- MidCap Financial Investment Corporation has marked its $6,020,000 loan extended to KDC/ONE Development Corporation, Inc to market at $1,283,000 or 21% of the outstanding amount, as of September 30, 2023, according to Midcap Financial's Form 10-Q Report for the Quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission. Midcap Financial is a participant in a First Lien Secured Debt-Revolver Loan to KDC/ONE Development Corporation, Inc. The loan accrues interest at a rate of 0% (SOFR+325) per annum. The loan matures on December 21, 2023. Midcap Financial Investment Corporation is a Maryland corporation incorporated on February 2, 2004. It is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. Apollo Investment Management, L.P. is the investment adviser and an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (AGM). Apollo Investment Administration, LLC, an affiliate of AGM, provides, among other things, administrative services and facilities for Midcap. KDC/ONE is a global manufacturer specializing in custom formulation, packaging and manufacturing solutions for beauty, personal care and home care brands, supported by solid innovation capabilities, and long standing customer relationships. KERF INC: Ordered to File Plan and Disclosures by Feb. 29 --------------------------------------------------------- Judge David M. Warren has entered an order that Kerf, Inc. must file a plan and disclosure statement on or before February 29, 2024. A status conference will be held on Monday, Dec. 18, 2023 at 9:30 a.m. by conference telephone call. Garner, North Carolina-based Kerf, Inc., sought Chapter 11 protection (Bankr E.D.N.C. Case No. 23-03508) on Dec. 1, 2023. The Debtor's counsel: Danny Bradford Paul D. Bradford, PLLC 919-758-8879 dbradford@bradford-law.com KRISTI'S GROOMING: Gets OK to Hire Neeleman as Legal Counsel ------------------------------------------------------------ Kristi's Grooming, LLC, received approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Neeleman Law Group, P.C. as its bankruptcy counsel. The firm's services include: a. Assisting the Debtor in the investigation of the financial affairs of the estate; b. Providing legal advice and assistance to the Debtor with respect to matters relating to its Chapter 11 case and creditor distribution; c. Preparing pleadings; and d. Performing other necessary legal services in relation to the Debtor's bankruptcy case. The hourly rates charged by the firm are as follows: Principals $550 per hour Associates $450 per hour Paralegals $200 per hour In addition, the firm will seek reimbursement for work-related expenses incurred. Jennifer Neeleman, Esq., at Neeleman, disclosed in a court filing that her firm does not have any interest materially adverse to the interest of the Debtor's estate, creditors or equity security holders. The firm can be reached at: Jennifer L. Neeleman, Esq. Neeleman Law Group, P.C. 1403 8th Street Marysville, WA 98270 Neeleman Law Group, P.C. Phone: (425) 212-4800 Fax: (425) 212-4802 About Kristi's Grooming Kristi's Grooming, LLC, operates a specialty dog grooming establishment in Bothell Washington. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11990-CMA) on Oct. 17, 2023. In the petition signed by Kristi Mann, managing member, the Debtor disclosed up to $50,000 in assets and up to $100,000 in liabilities. Judge Christopher M. Alston oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents the Debtor as bankruptcy counsel. LAKEVIEW ELECTRICAL: Court Approves Disclosure Statement -------------------------------------------------------- Judge James J. Robinson has entered an order approving the Amended Disclosure Statement of Lakeview Electrical Services, LLC. Acceptances or rejections of the Plan of Liquidation must be in writing and must be filed with the Clerk of Court on or before Jan. 11, 2024. The attorney for the Debtor must file in CM/ECF a Certificate of Acceptances or Rejections with the Clerk of Court on or before Jan. 18, 2024. Any and all objections to confirmation of the Plan of Liquidation must be in writing and must be filed in CM/ECF on or before Jan. 18, 2024, together with proof of service on the attorney for the Debtor. A hearing on confirmation of the Plan of Liquidation will be held in the Bankruptcy Courtroom, Room 307, of the Federal Building, 1100 Gurnee Avenue, Anniston, Alabama 36201 on Jan. 25, 2024, at 10:00 a.m. The Oral Motion of Debtor's attorney to extend the deadline by which to achieve confirmation is granted and the deadline is extended through Jan. 25, 2024. Attorney for the Debtor: Tameria S. Driskill, Esq. WILLIAMS DRISKILL HUFFSTUTLER & KING 2100 Club Drive, Ste 150 Gadsden, AL 35901 Tel: (256) 442-0201 About Lakeview Electrical Services Lakeview Electrical Services, LLC, sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-40006) on Jan. 3, 2023, with up to $50,000 in both assets and liabilities. Judge James J. Robinson presides over the case. Tameria S. Driskill, Esq., at Williams Driskill Huffstutler King, LLC, is the Debtor's counsel. LASH OPCO: Midcap Financial Marks $1.6MM Loan at 26% Off -------------------------------------------------------- MidCap Financial Investment Corporation has marked its $1,612,000 loan extended to Lash OpCo, LLC to market at $1,196,000 or 74% of the outstanding amount, as of September 30, 2023, according to Midcap Financial's Form 10-Q Report for the Quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission. Midcap Financial is a participant in a First Lien Secured Debt-Revolver Loan to Lash OpCo, LLC. The loan accrues interest at a rate of 1% (SOFR+685) per annum. The loan matures on September 18, 2025. Midcap Financial Investment Corporation is a Maryland corporation incorporated on February 2, 2004. It is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. Apollo Investment Management, L.P. is the investment adviser and an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (AGM). Apollo Investment Administration, LLC, an affiliate of AGM, provides, among other things, administrative services and facilities for Midcap. Lash OpCo, LLC operates as a beauty salon. The Company distributes eyelash extension products. LITIGATION PRACTICE: Trustee Extends Its Plan Deadline to Dec. 22 ----------------------------------------------------------------- Judge Scott C. Clarkson has signed a stipulation extending the deadline for the Chapter 11 trustee in The Litigation Practice Group P.C.'s Chapter 11 case to file a Plan and Disclosure Statement. The stipulation was signed by the Official Committee of Unsecured Creditors and Richard A. Marshack, in his capacity as the chapter 11 trustee. The deadline for the Trustee to file a chapter 11 plan and disclosure statement is extended from Dec. 5, 2023, through and including Dec. 22, 2023, pursuant to the stipulation. About The Litigation Practice Group The Litigation Practice Group P.C. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10571) on March 20, 2023, with as much as $1 million in both assets and liabilities. Judge Scott C. Clarkson presides over the case. The Debtor tapped Khang & Khang, LLP as legal counsel and Grobstein Teeple, LLP as accountant. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Fox Rothschild, LLP. MAGNO LLC: Case Summary & Five Unsecured Creditors -------------------------------------------------- Debtor: Magno, L.L.C. 8800 SW Commercial St. Portland, OR 97223 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: December 6, 2023 Court: United States Bankruptcy Court District of Oregon Case No.: 23-32834 Judge: Hon. Teresa H. Pearson Debtor's Counsel: Ava L. Schoen, Esq. Timothy J. Conway, Esq. TONKON TORP LLP 1600 Pioneer Tower 888 SW Fifth Ave Portland, OR 97204-2099 Tel: 503-221-1440 Fax: 503-274-8779 E-mail: ava.schoen@tonkon.com tim.conway@tonkon.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard S. Humphries as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QBSYEWI/Magno_LLC__orbke-23-32834__0001.0.pdf?mcid=tGE4TAMA MERCON COFFEE: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Lead Debtor: Mercon Coffee Corporation 999 Ponce de Leon Blvd., Suite 910 Coral Gables, FL 33134 Business Description: The Debtors are a vertically integrated global supplier of green coffee, with roots tracing back over 150 years. The Debtors have been involved in virtually every aspect of the coffee supply chain, including farming, sourcing, milling, selling, and exporting coffee around the world. Chapter 11 Petition Date: December 6, 2023 Court: United States Bankruptcy Court Southern District of New York Eleven affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Mercon Coffee Corporation (Lead Case) 23-11945 Cisa Export S.A. 23-11946 Mercon B.V. 23-11947 Mercon Brasil Comercio de Cafe Ltda. 23-11948 Argo International Holding B.V. 23-11949 Mercapital de Nicaragua, S.A. 23-11950 Distribuidora de Granos de Nicaragua, S.A. 23-11951 Comercial Internacional de Granos de Honduras, S.A 23-11952 Mercon Guatemala, S.A. 23-11953 Mercafe Vietnam LTD 23-11954 Comercial Internacional Exportadora, S.A. 23-11956 Debtors' Counsel: Blaire Cahn, Esq. BAKER & MCKENZIE LLP 452 Fifth Avenue New York, NY 10018 Tel: 212-626-4695 Fax: 212-310-1695 Email: blaire.cahn@bakermckenzie.com - and - Paul J. Keenan Jr., Esq. John R. Dodd, Esq. Reginald Sainvil, Esq. BAKER & MCKENZIE LLP 1111 Brickell Avenue, 10th Floor Miami, FL 33130 Tel: 305-789-8900 Fax: 305-789-8953 Email: paul.keenan@bakermckenzie.com john.dodd@bakermckenzie.com reginald.sainvil@bakermckenzie.com Estimated Assets (on a consolidated basis): $100 million to $500 million Estimated Liabilities (on a consolidated basis): $100 million to $500 million The petitions were signed by Harve Light as chief restructuring officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TINT5NQ/Mercon_Coffee_Corporation__nysbke-23-11945__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Stichting Subordinated $20,000,000 andgreen.fund Loan (&Green) Basisweg 10, 1043AP, Amsterdam, The Netherlands Johnny Brom Phone: +31 (0)70 744 8884 Email: brom@sailventures.com 2. Crowdout Capital LLC Subordinated $20,000,000 812 San Antonio St Loan Suite 105 Austin, TX 78701 Adam R. Weber Phone: 512.538.1883 Email: aweber@crowdoutcapital.com 3. LaFise Nicaragua Bank Loan $19,490,776 Centro Financiero LAFISE, Km. 5 1/2 Carretera Masaya Codigo Postal 14187 Managua, Nicaragua Manuel Jerez Phone: (505) 2255-8888 Ext. 4244 Email: mjerez@lafise.com 4. London Forfaiting Bank Loan $13,000,000 15 Austin Friars London, EC2N 2HE United Kingdom Carlos Lunardini Phone: (+1) 212 377-2016 Email: Carlos.Lunardini@forfaiting.com 5. Banco Agromercantil Bank Loan $9,000,000 7a. Avenida 7-30 Zona 9 Codigo Postal 01009 Ciudad de Guatemala Guatema Felipe Alfonso Galvez Berganza Phone: +502 2338- 6565 Ext.: 97691 Email: felipe.galvez@bam.com.gt 6. Nederlandse Subordinated $5,000,000 Financierings- Loan Maatschappij voor Ontwikkelingslanden N.V. (FMO) Anna van Saksenlaan 71 I P.O. Box 93060 2509 AB The Hague The Netherlands Anton Timpers Phone: +31 (0)70 314 9778 Email: a.timpers@fmo.nl 7. Common Fund For Bank Loan $4,000,000 Commodities Rietlandpark 301 1019 DW Amsterdam Netherlands Ms. Tia Sudjarwo Phone: 0031 20 5754967 Email: tia.sudjarwo@common-fund.org 8. Banco Internacional Bank Loan $3,500,000 de Costa Rica Avenida Balboa y Calle Aquilino De La Guardia Codigo Postal: 081607810 Ciudad de Panama Panama Karla Castillo - Ejecutivo Corporativo Phone: +505 8884-2096 Email: kcastillo@bicsa.com 9. Banco Safra S.A. Bank Loan $3,246,500 Av. Paulista 2100 6 Andar Sao Paulo Zip Code 01310-930 Thiago de Castro Santos Phone: 55 11 2472-4133 Email: castro.thiago@safra.com.br 10. BAC Panama Bank Loan $3,000,000 Calle Aquilino De La Guardia Edificio BAC Credomatic Codigo Postal: 081906536 Ciudad de Panama Panama Ramiro Jesus Aguilar Ochoa (507) 6151-8196, (507) 6439-5496 Email: RamiroAguilarO@pa.bac.net 11. BAC Nicaragua Bank Loan $2,000,000 Centro Financiero BAC Km 4 1/2 Carretera a Masaya Codigo Postal 14125 Managua, Nicaragua Myriam Caldera Gurdian (505) 2274-4444 (505) 8871-1314 Email: mcaldera@baccredomatic.ni 12. Banco de Finanzas S.A. Bank Loan $2,000,000 Centro Corporativo BDF Del Club Terraza 440m. al este Codigo Postal 14114 Managua, Nicaragua Maria Felicia Otero Castilblanco +(505) 2276-8600 Ext 2075 +(505) 8720-1129 Email: maria.otero@bdfnet.com 13. Zenith Group Advisors Trade $1,800,000 445 Park Avenue 9th Floor New York, NY 10022 Cole Reifler - Phone: 310 382 0211 Email: creifler@zenithgroupadvisors.com 14. Banco ABC Brasil S.A. Bank Loan $1,227,524 AV. Cidade Jardim 803 2O Andar Sao Paulo/SP Zip Code 01453-000 Michelle Amorim de Araujo Cunha Phone: 55 (31) 99885-9464 Email: michelle.cunha@abcbrasil.com.br 15. Banco Santander (Brasil) S.A. Bank Loan $807,556 Av. Pres. Juscelino Kubitschek 2041 - CJ 281, Bloco A, Cond. Wtorre JK - Vila Nova Conceicao Sao Paulo-Sp Zip Code: 04543-011 Rafael Carvalho de Souza Phone: 55 (35) 999507388 Email: rafael.carvalho.de.souza@santander.com.br 16. Blendcoffee Trade $589,804 Comercio Exportacao E I Avenida Cerejeiras, 395 - Bairro Movelar Linhares/ES Julio Cesar Galon Moro Phone: (27) 99984-1250 Email: Diretoria@blendcoffee.ind.br 17. Expocaccer – Matriz Trade $585,283 Av Faria Pereira Patrocinio Minas Gerais 38740- 514, Brasil Rubstein Phone: 55 34 3839-9300 Email: rubstein@expocaccer.com.br 18. Aklilu Kassa Trade $350,266 Chirrissa (Nardos Coffee Export) Akaky Kality Subcity, Woreda 05, House No. 9999, Addis Ababa, Ethiopia Dessalegn Jena Phone: +251114667545/0298 Email: dessalegnjena@gmail.com; info@nardoscoffee.com 19. Banapina de Trade $179,124 Nicaragua, S.A. Oficina Asesores Legales Consortium, De donde fue el Hospital Militar, 1C. Al lago, 10 varas abajo, Managua, Nicaragua Carlos Taboada Phone: +505 2254-5454 Email: ctaboada@consortiumlegal.com 20. Nova Safra Trade $169,570 Transportes Ltda Av. Otto Salgado, 700 Distrito Industrial Claudio Galvao De Nogueira, Varginha - MG 37026-690 Viviane Maselli Spinola Phone: 55 (35) 3222-7676 (35) 99229-3913 Email: comercial@novasafralog.com.br 21. Commodity Supplies AG Trade $146,322 7975 NW 154th St Suite 200. Miami Lakes, FL 33016 United States Kornelia Tiede Phone: +1 305-207-2954 Email: kornelia.tiede@commodity.ch 22. Kerchanshe Trading plc Trade $143,519 6th Floor, Africa Insurance Building, South African Street P.O. Box 19891 Addis Ababa, Ethiopia Yigezu Legesse Phone: +251-11-3716370/+251-96-2414141 Email: info@kerchanshe.com 23. Revolucao Transportes Ltda F Trade $134,080 Alameda Do Cafe, 195 - Jardim Andere – Varginha/ MG - Zip Code: 37026-400 Lincoln Moreira Gabriel Phone: 55 (35) 3015-2706 (33) 99921-9561 Email: lincoln.gabriel@revolucaotransportes.com.br 24. Jorge Luiz Maiolini Trade $129,326 Faz Cruz De Moises, S/N, Zona Rural, Eloi Mendes - Mg. Zip Code: 31110-000 Jorge Luiz Maiolini Phone: (35) 99988-2522 25. Detech Coffee Trade $111,386 To dan pho Thap, Phuong Di Su, Thi xa My Hao, Tinh Hung Yen, Vietnam Mr. Sinh - To dan pho Thap, Phuong Di Su, Thi xa My Hao, Tinh Hung Yen, Vietnam Mr Sinh - 0221 730 6688 Email: sinh@detechcoffee.com 26. M&M Cafe Ltda Trade $106,603 Avenida Melo Viana, 604. Manhuaçu, Minas Gerais 36902-290 M&M Cafe Ltda Phone: 55 33 3331-1879 Email: escritaservicoscontabeis@gmail.com; mbr.voucher@merconcorp.com 27. Agroindustrias Trade $86,321 Unidas de Mexico S.A. de C.V. (AMSA) Bosques de Alisos No 45-A 2do piso, Bosques las Lomas, Ciudad de Mexico, DF, Mexico Alfredo Bojalil Phone: +52 55 52576500 Email: alfredo.bojalil@ecomtrading.com 28. Revolucao Trade $83,010 Transportes Ltda BA Rua Maximo Matos, 6 SL1. Encruzilhada, Bahia 45150-000 Lucas Moreira Phone: 55 3333316736 Email: lucas.gabriel@revolucaotransportes.com.br 29. Federacion Nacional Trade $81,991 de Cafeteros de Colombia Calle 73 Numero 8- 13, Bogota, Colombia German Bahamon Phone: 31367003136600/3137317 Email: german.bahamon@cafedecolombia.com 30. Finca Churupampa Trade $75,905 Peru S.A.C. Cal Chinchipe SN Centro Chirinos. San Ignacio, Peru Finca Churupampa Peru S.A.C. Phone: +51 949 605 978 Email: contacto@fincachurupampa.com MICROSTRATEGY INC: Signs Deal to Sell $750M Worth of Common Shares ------------------------------------------------------------------ MicroStrategy Incorporated disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Nov. 30, 2023, it entered into a sales agreement with Cowen and Company, LLC, Canaccord Genuity LLC and BTIG, LLC, as sales agents, pursuant to which MicroStrategy may issue and sell shares of its class A common stock, $0.001 par value per share, having an aggregate offering price of up to $750.0 million, from time to time through the Agents. Also, on Nov. 30, 2023, MicroStrategy filed a prospectus supplement with the SEC in connection with the Offering under its existing automatic shelf registration statement, which became effective on June 14, 2021 (File No. 333-257087). Upon delivery of a placement notice, and subject to the terms and conditions of the Sales Agreement, the Agents may sell the Shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. MicroStrategy may sell the Shares through the Agents in amounts and at times to be determined by MicroStrategy from time to time subject to the terms and conditions of the Sales Agreement, but it has no obligation to sell any of the Shares in the Offering. MicroStrategy will only sell Shares through one Agent on any single day. MicroStrategy or the Agents may suspend or terminate the Offering upon notice to the other parties and subject to other conditions. Each Agent will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Select Market. MicroStrategy has agreed to pay the Agents' commissions for their respective services in acting as agents in the sale of the Shares in the amount of up to 2.0% of gross proceeds from the sale of the Shares pursuant to the Sales Agreement. MicroStrategy has also agreed to provide the Agents with customary indemnification and contribution rights. Bitcoin Activity Update On Nov. 30, 2023, MicroStrategy announced that, during the period between Nov. 1, 2023 and Nov. 29, 2023, MicroStrategy, together with its subsidiaries, acquired approximately 16,130 bitcoins for approximately $593.3 million in cash, at an average price of approximately $36,785 per bitcoin, inclusive of fees and expenses. As of Nov. 29, 2023, MicroStrategy, together with its subsidiaries, held an aggregate of approximately 174,530 bitcoins, which were acquired at an aggregate purchase price of approximately $5.280 billion and an average purchase price of approximately $30,252 per bitcoin, inclusive of fees and expenses. Prior ATM Offering As previously disclosed, on Aug. 1, 2023 MicroStrategy entered into a Sales Agreement with Cowen, Canaccord, and Berenberg Capital Markets LLC, as sales agents, the prior agents, pursuant to which MicroStrategy was able to issue and sell shares of Common Stock having an aggregate offering price of up to $750.0 million from time to time through the Prior Agents. On Nov. 29, 2023, MicroStrategy entered into a letter agreement with the Prior Agents terminating the Prior Sales Agreement. Prior to termination of the Prior ATM Offering, during the period between Nov. 1, 2023 and Nov. 28, 2023, MicroStrategy issued and sold an aggregate of 1,189,588 shares of Common Stock under the Prior Sales Agreement for aggregate net proceeds to MicroStrategy (less sales commissions) of approximately $590.9 million. The cumulative aggregate offering price of the shares of Common Stock sold under the Prior Sales Agreement as of the close of business on Nov. 28, 2023 was approximately $740.9 million. MicroStrategy filed a prospectus supplement with the SEC on Aug. 1, 2023, relating to the Prior ATM Offering under MicroStrategy's automatic shelf registration statement, which became effective on June 14, 2021. The termination of the Prior Sales Agreement terminated any future sales of shares of Common Stock through the Prior ATM Offering pursuant to the Prior Prospectus Supplement. About MicroStrategy Microstrategy Incorporated is an enterprise analytics software and services company. Since its founding in 1989, MicroStrategy has been focused on empowering organizations to leverage the immense value of their data. MicroStrategy pursues two corporate strategies in the operation of its business. One strategy is to acquire and hold bitcoin and the other strategy is to grow its enterprise analytics software business. Microstrategy reported a net loss of $1.47 billion for the year ended Dec. 31, 2022, compared to a net loss of $535.48 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $2.41 billion in total assets, $2.79 billion in total liabilities, and a total stockholders' deficit of $383.12 million. MOMENTUM BREWERY: Updates Secured & Unsecured Claims; Amends Plan ----------------------------------------------------------------- Momentum Brewery, LLC, submitted a Corrected Second Amended Plan of Reorganization dated November 28, 2023. This Plan provides for 1 class of secured claims and 1 class of general unsecured claims. This Second Amended Plan of Reorganization amends the Plan of Reorganization, incorporates the Amendment to the Plan of Reorganization, and provides for further description in respect to the Means of Implementation, Article VI. The Second Amended Plan of Reorganization also provides for revised financial projections. The Plan Proponent's financial projections show that the Debtor will have monthly projected for the period described in Section 1191(c)(2) of the Bankruptcy Code to pay allowed claims. Further, the principal of the Debtor will infuse capital necessary to meet any shortfall if necessary. Class One represents the secured claim of Toast Capital of $16,000. The Debtor contends the claim is partially secured under Section 506 of the Bankruptcy Code and will file a motion to determine the secured status of the claim absent agreement of the claimant. Toast Capital will retain all liens it held prepetition, and the secured claim of $2400.00 will be paid with interest accruing at seven percent per annum (8%) on a one-year amortization and term. Quarterly payments of $648 shall commence 90 days from the effective date. Class Two represents allowed general unsecured claims in the case. The Debtor proposes to pay allowed Class Two claims in full without interest on a pro-rata basis in twenty equal quarterly installments. The initial payment will commence on the 90th day after the Effective Date of the Plan. The pre-petition claim of 41 Appollo Beach Center LLC for $28,093.36 is included in this Class. Prior to this chapter 11 case the Debtor operated a brewery and bar located at 5469 N US Highway 41, Apollo Beach, Florida 33572. The Debtor has now vacated that location as the commercial lease has terminated. The Debtor has secured storage for its equipment, and has located several potential locations to reopen all within a five-mile radius of its current location. The Debtor believes that the business has strong customer loyalty that will continue to the new location. The Debtor believes that continued earnings through business operations will be sufficient to fund the payments required to be made under the Plan, however, the principal of the business, Luis Armas, will infuse capital into the Debtor to cover any short-term cash needs to protect the value of the business and ensure that Plan payments are made. The principal of the Debtor, Luis Armas, personally guarantees payments under the Plan, and will forgo distributions or compensation absent further court order authorizing such distributions or compensation. Assets of the Debtor will not revest until all payments are made under the Plan. The Debtor may sell certain equipment to further pay down debt, however, the Debtor will not dispose of equipment without further court order authorizing a sale and authorizing the distribution of proceeds from the sale. A full-text copy of the Corrected Second Amended Plan dated November 28, 2023 is available at https://urlcurt.com/u?l=ATdwxn from PacerMonitor.com at no charge. Attorneys for Debtor: James W. Elliott, Esq. McIntyre Thanasides Bringgold Elliott Grimaldi Guito & Matthews, P.A. 500 E. Kennedy Blvd., Ste. 200 Tampa, FL 33602 Phone: 813-223-0000 Fax: 813-899-6069 Email: james@mcintyrefirm.com About Momentum Brewery Momentum Brewery, LLC, is a community restaurant and bar, specializing in providing beer from local breweries. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02177) on May 26, 2023, with $100,001 to $500,000 in assets and $50,001 to $100,000 in liabilities. Ruediger Mueller has been appointed as Subchapter V trustee. Judge Catherine Peek McEwen oversees the case. The Debtor is represented by James W. Elliott, Esq., at McIntyre Thanasides Bringgold Elliott Grimaldi Guito & Matthews, P.A MUTUAL CONSULTING: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Mutual Consulting Group LLC 4800 Bedford Avenue, Unit 3-C Brooklyn, NY 11235 Business Description: Mutual Consulting is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 7, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-44516 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Vivan Sobers, Esq. SOBERS LAW PLLC 11 Broadway Suite 615 New York, NY 10004 Phone: (917) 225-4501 Email: vsobers@soberslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Miguel Troche as principal. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5EJBRLI/Mutual_Consulting_Group_LLC__nyebke-23-44516__0001.0.pdf?mcid=tGE4TAMA MYLIFE.COM INC: Unsecureds to Recover 4% to 6% in Sale Plan ----------------------------------------------------------- Mylife.com, Inc., filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement and Chapter 11 Plan dated November 30, 2023. The Debtor is organized as a Delaware C corp. The Debtor operated 100% percent of its business activity out of its headquarters in Los Angeles, CA since 2001 (other than remote workers), providing services to customers nationwide. Prepetition, the Debtor was pressured into settling litigation with the FTC that required significant payments. The Debtor believed it could make those payments based on forecasts provided to the FTC that included recurring revenue. Many months after settlement, the FTC surprised the Debtor that it was required to eliminate all recurring revenue, which not agreed to or understood by the Debtor, making the original deal both impossible and unconscionable, and forcing the Debtor into bankruptcy. Before this case was commenced on Sept. 2, 2022, the Debtor, provided the following services for pay: background checking service allowing people to check public records for others they would like to know more about and manage how they look to others. The Debtor will not continue this course of conduct, as the Debtor will be selling the business in order to fund the Plan. Mr. Tinsley has served as CEO since the Debtor's inception in 2001. Mr. Tinsley and will oversee the liquidation of the Debtor's business and winddown/transfer of operations to buyer. The fair market value of all assets equals $1,337,354.68 (not including sales proceeds and preferential transfer recovery). Total liabilities equal $34,378,276.86. Class #2b consists of General Unsecured Claims. Each member of Class #2b will be paid a pro rata share of a fund estimated between 4% to 6% of allowed claim or $182,799.89 to 294,392.91, created by the Debtor's payment: * Pro rata means the entire fund amount divided by the total of all allowed claims in this class. * Payment amount is $182,799.89 to 294,392.91 on the Effective Date (exact amount to be determined after completion of buyer's due diligence). Class #2c consists of Unsecured Stipulated Order Claim. Each member of Class #2c will be paid a pro rata share of a fund, estimated between 4 to 6% of allowed claim or $963,866.17 to 1,552,273.15, created by the Debtor's payment: * Pro rata means the entire fund amount divided by the total of all allowed claims in this class. * Payment amount is estimated $963,866.17 to 1,552,273.15 on the Effective Date., (exact amount to be determined after completion of buyer's due diligence). The Debtor has continued to operate and provide services post petition, with recently increasing users and adoption. The Debtor will sell its business, and use the proceeds to pay creditors under this Plan. A full-text copy of the Disclosure Statement dated November 30, 2023 is available at https://urlcurt.com/u?l=9NKLVs from PacerMonitor.com at no charge. Attorney for Debtor: Leslie A. Cohen, Esq. J'aime K. Williams Esq. Leslie Cohen Law, PC 506 Santa Monica Blvd., Suite 200 Santa Monica, CA 90401 Tel.: (310) 394-5900 Fax: (310) 394-9280 Email: leslie@lesliecohenlaw.com jaime@lesliecohenlaw.com About Mylife.com Inc. Mylife.com, Inc., is an American information brokerage firm founded by Jeffrey Tinsley in 2002 as Reunion.com. On Sept. 2, 2022, Mylife.com Inc., doing business as Reunion.com Inc., filed for Chapter 11 protection (C.D. Cal. Case No. 22-14858), with between $500,000 and $1 million in assets and between $10 million and $50 million in liabilities. Jeffrey Tinsley, chief executive officer of Mylife.com, signed the petition. Judge Ernest M. Robles oversees the case. The Debtor tapped Leslie Cohen Law, PC as bankruptcy counsel; Larson, LLP and Hahn & Hahn, LLP as special counsels; and BPM, LLP as accountant. NAVIGANT DEVELOPMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Navigant Development LLC 1419 North Wells, Second Floor Rear Attention: Anthony Tomaska Chicago, IL 60610 Chapter 11 Petition Date: December 6, 2023 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 23-16391 Judge: Hon. David D. Cleary Debtor's Counsel: Robert Glantz, Esq. MUCH SHELIST PC 191 N Wacker Drive Suite 1800 Chicago, IL 60606 Tel: (312) 521-2000x0 Email: rglantz@muchlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Anthony Tomaska as managing member. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BNI56XA/Navigant_Development_LLC__ilnbke-23-16391__0001.0.pdf?mcid=tGE4TAMA NEXUS BUYER: S&P Rates New $500MM First-Lien Term Loan 'B-' ----------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to Nexus Buyer LLC's (IntraFi) proposed $500 million first-lien term loan due 2028. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 60%) recovery for lenders in the event of a default. The company plans to use the proceeds from this issuance to fund a $447 million shareholder distribution, repay its $33 million outstanding revolver balance, and pay transaction fees and expenses. S&P said, "The proposed transaction does not affect our 'B-' issuer credit rating or positive outlook on IntraFi. The positive outlook reflects that we could upgrade the company in the next 12 months if we believe its financial policy will enable it to sustain S&P Global Ratings-adjusted leverage below 7.5x and free operating cash flow (FOCF) to debt of more than 5%. Pro forma for the transaction, we expect IntraFi's S&P Global Ratings-adjusted leverage will be in the low-5x area in 2023. While this is below our 7.5x upgrade threshold, the rating incorporates our expectation that the company will continue to periodically increase its leverage to fund shareholder returns. IntraFi has demonstrated a willingness to increase its leverage above 7.5x following periods of outperformance to support its shareholder return objectives. Since the company's 2019 leveraged buyout by The Blackstone Group, it has completed about $1.2 billion of debt-funded shareholder distributions (including the proposed transaction)." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- The company's debt capitalization comprises a $100 million revolving credit facility (undrawn) due December 2028, a $1.1 billion first-lien term loan due November 2026, the proposed $500 million first-lien term loan due 2028, and a $540 million second-lien term loan due November 2029. -- S&P's simulated default scenario contemplates a default in 2025 amid industry changes that decrease banks' demand for deposit liquidity--reducing transaction volumes and compressing fees and spreads across IntraFi's network--a reversal of recent advantageous regulatory trends that have spurred demand for reciprocal deposits, or increased competition from alternative networks. -- Nexus Buyer LLC is the borrower under the first- and second-lien facilities. The facilities also benefit from guarantees from the borrowers' material subsidiaries. S&P's recovery analysis assumes the first-lien collateral represents substantially all of the company's emergence enterprise value. -- S&P believes IntraFi would reorganize following a default given its industry-leading bank network relationships. Therefore, it values the company using a 7x multiple of our projected emergence EBITDA. Simulated default assumptions -- Simulated year of default: 2025 -- Emergence EBITDA: about $150 million -- EBITDA multiple: 7x -- Revolver drawn at default: 85% Simplified waterfall -- Net enterprise value (after 5% administrative costs): About $1 billion -- First-lien debt claims: About $1.7 billion --Recovery expectations: 50%-70% (rounded estimate: 60%) -- Second-lien debt claims: About $564 million --Recovery expectations: 0%-10% (rounded estimate: 0%) OAK-BARK CORP: Ciara Rogers of Waldrep Named Subchapter V Trustee ----------------------------------------------------------------- Brian Behr, the U.S. Bankruptcy Administrator for the Eastern District of North Carolina, appointed Ciara Rogers, Esq., as Subchapter V trustee for Oak-Bark Corporation. Ms. Rogers is a partner at Waldrep Wall Babcock & Bailey, PLLC. She will be paid an hourly fee of $375 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. The Subchapter V trustee can be reached at: Ciara L. Rogers, Esq. Waldrep Wall Babcock & Bailey, PLLC 3600 Glenwood Avenue, Suite 210 Raleigh, NC 27612 Phone: (984) 480-2005 Email: crogers@waldrepwall.com About Oak-Bark Corporation Oak-Bark Corporation owns five properties in Riegelwood, N.C., having a total current value of $1.66 million. Oak-Bark filed its voluntary Chapter 11 petition (Bankr. E.D.N.C. Case No. 23-03351) on Nov. 17, 2023, with $3,424,421 in assets and $190,422 in liabilities. William E. Oakley, chairman, signed the petition. Judge Joseph N. Callaway presides over the case. George M. Oliver, Esq., at The Law Offices of Oliver & Cheek, PLLC represents the Debtor as bankruptcy counsel. OPTIMUS BUILDING: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: The Optimus Building, LLC 1024 Tryon Street Charlotte, NC 28206 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: December 7, 2023 Court: United States Bankruptcy Court Western District of North Carolina Case No.: 23-30866 Judge: Hon. Laura T. Beyer Debtor's Counsel: James C. Lanik, Esq. WALDREP WALL BABCOCK & BAILEY PLLC 370 Knollwood Street Suite 600 Winston Salem, NC 27103-1864 Phone: 336-722-6300 Email: notice@waldrepwall.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Tara Ellerbe as managing member. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3KYIRQA/The_Optimus_Building_LLC__ncwbke-23-30866__0001.0.pdf?mcid=tGE4TAMA OPTIVIEW 360: L. Todd Budgen Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., as Subchapter V trustee for Optiview 360 Tours L.L.C. Mr. Budgen will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Budgen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: L. Todd Budgen, Esq. P.O. Box 520546 Longwood, FL 32752 Tel: (407) 232-9118 Email: Todd@C11Trustee.com About Optiview 360 Tours Optiview 360 Tours, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04900) on Nov. 20, 2023, with up to $100,000 in assets and up to $500,000 in liabilities. Joseph A. Diaz, president, signed the petition. Judge Grace E. Robson oversees the case. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine, LLP represents the Debtor as legal counsel. PALMER DRIVES: Court OKs Continued Cash Access, DIP Loan -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized Palmer Drives Controls & Systems, Inc. to use cash collateral and obtain postpetition financing, on an interim basis. The Debtor is permitted to continue its borrowing relationship with Goodman Capital Finance for an additional six-month period in accordance with the identical terms in the Final Order and in accordance with the Factoring Agreement. The Court's Final Order provided that the Debtor may seek extensions or modifications of the six-month budget for the use of cash collateral and lending by filing a motion containing a new budget and requesting approval of the extended use of the cash collateral and lending order. Service of the motion may be limited to Goodman Capital Finance, the Small Business Administration, the U.S. Trustee, the Sub V Trustee, and any other party that may have a lien on the Debtor's assets. Prior to the Petition Date, and specifically on January 26, 2023, the Debtor and Goodman Capital Finance entered into a Factoring Agreement, which is essentially a line of credit based upon the Debtor's receivables and inventory. The pertinent terms of the Factor Agreement are: a. The Debtor sells to GCF certain of its receivables. GCF, at its discretion, elects to purchase the receivable through an advance. b. GCF places the advance in a reserve account, which is then advanced to the Debtor as requested by the Debtor, and provided there is not a default under the lending agreement. c. The loan is a non-recourse loan. d. GCF is the holder of security interest in substantially all of the Debtor's assets. e. Paragraph 7(b) of the Factoring Agreement details the events of default and paragraph 7(c) details the remedies in the event of such a default. f. GCF advances 85% of any receivable it purchases from the Debtor and reserves 15%. g. The interest rate under the Factoring Agreement is prime plus 1.75%, with a floor of 9.25%. h. The term of the Factoring Agreement is for 24 months, with renewal terms of 12 months. i. The facility maximum is $1.5 million. j. There are fees associated with Factoring Agreement. The SBA has a properly perfected first priority security interest in certain of the Debtor's assets. The SBA and GCF are parties to a Subordination Agreement in which the SBA subordinated to the benefit of GCF its lien in the Debtor's accounts receivables, and invoices, inventory, general intangibles, and proceeds thereof relating to such accounts receivables. The lien of the SBA on the Subordinated Collateral will be subordinated to the liens of GCF securing the repayment of all pre-petition indebtedness and post-indebtedness owed by the Debtor to GCF pursuant to the Factoring Documents in the maximum amount of $1.5 million. The Debtor will pay to the SBA $2,472 on a monthly basis as an adequate protection payment to the SBA. GCF holds a pre-Petition Date secured claim in the principal amount of $697,754, plus all interest accrued and accruing thereon. To secure the prompt payment and performance of postPetition Date obligations of the Debtor to GCF arising under the Factoring Documents, GCF is granted, effective as of the Petition Date, valid and perfected first-priority security interests and liens, superior to all other liens, claims or security interests that any creditor of the Debtor's Estate may have in and upon all assets of the Debtor the and the Debtor's bankruptcy estate. As adequate protection for the diminution in value of its interests in the GCF Collateral, GCF is granted valid, binding, enforceable and perfected replacement liens upon and security interests in all Collateral. As adequate protection for the diminution in value of its interests in the Debtor's assets existing on the Petition Date, the SBA is granted valid, binding, enforceable and perfected replacement liens upon and security interests in all of the Debtor's assets. The SBA and GCF are granted a super-priority administrative expense claim under section 507(b) of the Bankruptcy Code in an amount equal to the Collateral Diminution having priority in right of payment over any and all administrative expenses or priority claims. The Court said the Debtor may seek extensions or modifications of the six-month budget for the use of cash collateral and lending by filing a motion containing the new budget and requesting approval of the extended use of the cash collateral and lending order. Service of the motion may be limited to GCF, the SBA, the U.S. Trustee, the Sub V Trustee, and any other party that may have a lien on the Debtor's assets. A copy of the order is available at https://urlcurt.com/u?l=dMWhfT from PacerMonitor.com. About Palmer Drives Controls and Systems, Inc. Palmer Drives Controls and Systems, Inc. is a nationally recognized manufacturer of industrial electrical control equipment, including magnetic motors starters and industrial controls panels. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-13002) on July 10, 2023. In the petition signed by Lynn Weberg, president, the Debtor disclosed $3,328,915 in assets and $3,118,969 in liabilities. Judge Joseph G. Rosania, Jr. oversees the case. Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C., represents the Debtor as legal counsel. PARAMETRIC SOLUTIONS: Unsecureds Owed $3M to Get $1K Per Month -------------------------------------------------------------- Parametric Solutions, Inc., submitted a Chapter 11 Plan and a Disclosure Statement. With regard to the civil lawsuit, the Debtor is in the advanced stages of preparing a confidential settlement agreement, subject to approval of the court, which would include eventual dismissal with prejudice. As such, the Debtor does not anticipate a distribution to that Consolidated Class Action class of creditors. Significantly, post-petition, the Debtor has been advised by its largest customer that it will be receiving significantly more work. Although this is welcome news, with more work comes the need for additional employees. An additional challenge faced by this Debtor is that this customer's payment terms are 75 days, meaning that payment on a project invoiced in the on February 1, 2024, would not be due until April 15, 2024, and this situation is what often causes the Debtor to be a in cash negative situation. In other words, income received in any given month is for work completed at least 2.5 months prior, if not longer due to the fact that an invoice will not be generated the moment a project is completed. Also, the Debtor has to float the expense relative to that particular job from its own cash reserves. The Debtor believes this additional work is integral to this bankruptcy reorganization. To this end, the shareholders have committed to a $1,000,000 loan to provide the working capital needed to fund this new work. A separate Motion for Post-Petition Financing shall be filed. The Debtor anticipates adding 5 new employees over a 6 month period. The projections attached hereto show that this working capital is indeed necessary to fund the new employees and operating deficits until new income is received from this additional work. Class Seven (Convenience Class of Unsecured Creditors) are impaired. This class consists of general unsecured creditors that have claims of $2,500 or less subject to any Objections that are filed and sustained by the Court. These claims will be paid at 50% of the claim amount on the Effective Date. Class Eight (General Unsecured Claims) are impaired. The general unsecured claims prior to the filing of any objections total the amount of $2,954,692, which will be paid over the 5-year term of the Plan at the rate of $1,000 per month on a pro-rata basis. The payments will commence on the Effective Date of the Plan. The dividend to this class of creditors is subject to change upon the determination of objections to claims. To the extent that the Debtor is successful or unsuccessful in any or all of the proposed Objections, then the dividend and distribution to each individual creditor will be adjusted accordingly. Attorneys for the Debtor: Craig I. Kelley, Esq. KELLEY KAPLAN & ELLER, P.L. 1665 Palm Beach Lakes Blvd. The Forum - Suite 1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 E-mail: bankruptcy@kelleylawoffice.com A copy of the Disclosure Statement dated December 1, 2023, is available at https://tinyurl.ph/TZuMY from PacerMonitor.com. About Parametric Solutions Parametric Solutions, Inc., provides architectural, engineering, and related services. Parametric Solutions sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16141) on Aug. 3, 2023. In the petition signed by David Cusano, director, the Debtor disclosed $6,147,0861 in assets and $5,597,168 in liabilities. Judge Mindy A. Mora oversees the case. Craig I. Kelley, Esq., at Kelley, Fulton and Kaplan, PL, is the Debtor's legal counsel. PAVE AMERICA: Midcap Financial Marks $942,000 Loan at 53% Off ------------------------------------------------------------- MidCap Financial Investment Corporation has marked its $942,000 loan extended to Pave America Interco, LLC (f/k/a Pavement Partners Interco, LLC) to market at $443,000 or 47% of the outstanding amount, as of September 30, 2023, according to Midcap Financial's Form 10-Q Report for the Quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission. Midcap Financial is a participant in a First Lien Secured Debt-Revolver Loan to Pave America Interco, LLC (f/k/a Pavement Partners Interco, LLC). The loan accrues interest at a rate of 1% (SOFR+690) per annum. The loan matures on February 7, 2028. Midcap Financial Investment Corporation is a Maryland corporation incorporated on February 2, 2004. It is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. Apollo Investment Management, L.P. is the investment adviser and an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (AGM). Apollo Investment Administration, LLC, an affiliate of AGM, provides, among other things, administrative services and facilities for Midcap. Pave America provides asphalt and concrete services, from repairs and maintenance to new pavement and concrete installations. PENN CENTER: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Penn Center Harrisburg, LP 600 North Second Street Suite 500 Harrisburg, PA 17101 Chapter 11 Petition Date: December 7, 2023 Court: United States Bankruptcy Court Middle District of Pennsylvania Case No.: 23-02771 Judge: Hon. Henry W. Van Eck Debtor's Counsel: Robert E. Chernicoff, Esq. CUNNINGHAM, CHERNICOFF & WARSHAWSKY PC 2320 N. Second St. Harrisburgh, PA 17110 Tel: (717) 238-6570 Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Michael Daley as partner. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XS7YRGA/Penn_Center_Harrisburg_LP__pambke-23-02771__0001.0.pdf?mcid=tGE4TAMA PENNYMAC FINANCIAL: Moody's Rates New $650MM Unsecured Notes 'Ba3' ------------------------------------------------------------------ Moody's Investors Service has assigned a Ba3 rating to PennyMac Financial Services, Inc.'s (PFSI) proposed $650 million backed long-term senior unsecured notes maturing 2029. The notes will be guaranteed on an unsecured basis by each of PFSI's existing and future domestic subsidiaries, including Private National Mortgage Acceptance Co, LLC (Private National) and PennyMac Loan Services, LLC, subject to certain exclusions. The company intends to use net proceeds from the offering to partially pay down its secured mortgage servicing rights (MSR) funding facilities. PFSI's outlook is stable. RATINGS RATIONALE Moody's views the proposed transaction as a modest credit positive because the financing will reduce the company's reliance on secured MSR financing, increasing its financial flexibility. Given the difficult operating environment for non-bank mortgage companies over the last two years, PFSI had increased its reliance on secured MSR financing, like many of its peers. As a result, PFSI's ratio of secured debt to gross tangible assets rose to 60% as of September 30, 2023 from 42% as of year-end 2021. As of September 30, 2023, PFSI held approximately $2.7 billion of secured MSR funding, which it intends to partially pay down with net proceeds of the unsecured note offering. As such, overall corporate leverage will remain at current levels but the company's funding will shift towards a higher proportion of unsecured debt, a credit positive. As of September 30, 2023, PFSI's capitalization, as measured by tangible common equity (TCE) to adjusted tangible managed assets (TMA, excluding Ginnie Mae loans eligible for repurchase), was 24.6%. PFSI's Ba2 corporate family rating (CFR) reflects the company's track record of strong operational performance and franchise position supporting its solid profitability, strong capital levels and experienced management team. PFSI's Ba3 backed long-term senior unsecured debt rating is based on the company's Ba2 CFR and the application of Moody's Loss Given Default for Speculative-Grade Companies methodology and model. The one-notch differential between PFSI's Ba3 backed long-term senior unsecured debt rating and Ba2 CFR is reflective of the ranking of senior unsecured obligations in PFSI's capital structure. PFSI's stable outlook is reflective of Moody's expectation that the company will be able to maintain above peer profitability, minimize operational risk from past rapid growth, and maintain solid capital levels while continuing to strengthen its franchise positioning and maintain its liquidity profiles over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if PFSI strengthens its solid financial performance, whereby Moody's expects that long-term through-the-cycle profitability as measured by net income to average assets will average at least 4.0%. In addition, the company would need to maintain strong capital levels as measured by TCE to adjusted TMA above 20.0%, continue to strengthen its franchise positioning, particularly in the direct-to-consumer and broker origination channels, and improve its funding structure by reducing its reliance on corporate secured debt. The ratings could be downgraded if PFSI's financial performance deteriorates; for example, if net income to managed assets is expected to remain below 3.0%, or if leverage increases such that PFSI's TCE to adjusted TMA falls below and is expected to remain below 17.5%. In addition, PFSI's backed senior unsecured bond rating and Private National's issuer rating could be downgraded if the portion of secured debt to total corporate debt increases and remains above 65%; under this scenario, Moody's would expect the loss on senior unsecured obligations in the event of default to be materially higher. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. PENNYMAC FINANCIAL: S&P Rates New Senior Unsecured Notes 'B+' ------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue rating and '4' recovery rating to PennyMac Financial Services Inc.'s (B+/Stable/--) proposed $650 million senior unsecured notes due 2028. The '4' recovery rating reflects its expectation for average recovery (rounded estimate: 35%) in a simulated default scenario. S&P said, "We expect the transaction to be leverage neutral. The company intends to use the net proceeds to repay a portion of the company's secured term notes due 2025 (which had a combined outstanding balance of $1.3 billion as of Sept. 30, 2023) and for other general corporate purposes. "Our ratings on PennyMac Financial Services Inc. (PFSI) reflect its favorable market position as one of the U.S.' top 10 mortgage originators and servicers, its leading market share in the correspondent channel, and its sizable servicing book as well as prudent mortgage servicing rights (MSR) hedging strategy. The company's concentration in the cyclical residential real estate industry, dependence on warehouse funding, and volatile earnings weigh on the rating. "For the last 12 months ended Sept. 30, 2023, the company's adjusted debt to EBITDA and debt-to-tangible equity (based on S&P Global Ratings' calculation) was 6.1x and 1.3x, respectively. While the current operating environment remains challenging owing to the higher interest rates and economic uncertainty, we expect debt to EBITDA to be sustained between 4.0x-5.0x over the next 12-24 months. We also expect debt to tangible equity to remain between 1.0x-1.5x, and PFSI to maintain sufficient liquidity to meet operational needs. "In December 2023, PFSI announced that it expected to record an accrual of about $155 million (subject to change) in fourth-quarter 2023, stemming from the outcome of a litigation related to its servicing platform. Since the company has ample liquidity with $1.2 billion cash on the balance sheet (as of Sept. 30, 2023), we do not expect the litigation to have a material impact on the rating." Issue Ratings--Recovery Analysis Key analytical factors -- The '4' recovery rating on PFSI's senior unsecured notes reflects S&P's expectation for an average (30%-50%; rounded estimate 35%). -- S&P assesses recovery prospects using a simulated default scenario, with a discrete asset valuation (DAV) approach because we think creditors would place the most value on the company's MSRs. -- S&P's simulated default scenario anticipates a default in 2027, led by significant and prolonged reduced origination volumes and rapid prepayments of mortgages. -- Eventually, the company's liquidity and capital resources would become strained to the point where it couldn't continue operating without an equity infusion or bankruptcy filing. Simulated default assumptions -- Low interest rates leading to depressed MSR valuations. -- A sustained period of rapid amortization of MSRs with limited ability to refinance the repayments. -- Limited new originations, increased borrower delinquencies, and an increase in the discount rate to value MSRs. -- MSR values decline below the advance rate on the secured funding facilities leading to a covenant breach, resulting in all cross-default provisions exercised, and the company beginning a liquidation process. Simplified waterfall -- Net enterprise value (after 5% administrative costs): $3.69 billion -- Priority claims: $2.75 billion -- Collateral value available to senior unsecured creditors: $897 million -- Senior unsecured debt: $2.53 billion --Recovery expectations: 30%-50% (rounded estimate: 35%) Note: All debt amounts include six months of prepetition interest. PLASKOLITE PPC: S&P Lowers ICR to 'CCC+', Outlook Negative ---------------------------------------------------------- S&P Global Ratings lowered its ratings on Plaskolite PPC Intermediate II LLC, including the issuer credit rating and the issue-level rating on the first-lien term loan, to 'CCC+' from 'B-'. The '3' recovery rating remains unchanged. The negative outlook reflects the potential for a lower rating if Plaskolite cannot successfully address its $100 million revolver maturity. It also reflects a potential downgrade if operating trends and debt leverage do not improve materially, resulting in difficulties refinancing the first-lien term loan, which becomes current in about a year. S&P said, "We expect Plaskolite's leverage will peak at more than 13x in 2023, from 11.3x in 2022, and will remain elevated in 2024. The company generated lower third-quarter earnings than we anticipated as utilization rates remain low due to excess industry capacity, and pricing pressures continue to affect its top-line revenue. While we anticipate year-over-year improvements in the fourth quarter of 2023, such improvements will not be sufficient to reduce its S&P Global Ratings-adjusted leverage in line with our previous forecast of about 9x in 2023 and 8x in 2024. "It remains our view that tepid global demand, a difficult pricing environment, and under-absorption of fixed costs will continue to challenge Plaskolite's operating performance across the next few quarters despite contributions from recent acquisitions. "We believe recent acquisitions will benefit Plaskolite's longer-term prospects as demand levels normalize. Plaskolite completed five acquisitions (three cash funded) in the past two years, increasing its geographic footprint and strengthening its product offerings. Incorporating contributions from these acquisitions, we expect the company's overall earnings to expand and gradual improvements in its S&P Global Rating-adjusted debt leverage when demand returns to more normalized levels, now assumed in the second half of 2025. "In our view, there are increasing refinancing risks for Plaskolite's revolving credit facility (RCF) and first-lien term loan; both will become short-term debt within the coming 12 months. We forecast FOCF deficits in 2023 and 2024, driven mainly by weaker top-line revenue, because the company has relatively low capital expenditure requirements. As such, Plaskolite is less likely to repay its $100 million RCF ($48 million drawn) with internally generated funds, along with a $688 million first-lien term, which becomes current in about a year. The maturity dates for the RCF and first-lien term loan are December 2024 and December 2025, respectively. "Capital market conditions could make refinancing the company's capital structure difficult as challenging macroeconomic conditions remain likely in the next 12 months. We therefore view the company's capital structure as unsustainable, forecasting persistent negative free cash flows and S&P Global Ratings-adjusted leverage that remains above 10x through fiscal 2024 before improving in 2025. We believe Plaskolite is dependent on a favorable turn in profitability, better cash flows, and receptive capital markets to refinance its upcoming maturities. "Even if Plaskolite addresses the RCF maturity, it is unlikely that we would raise the current 'CCC+' credit rating. The December 2025 maturity will still present significant refinancing risks considering our expectations for weak operating trends to persist over the next year. "The negative outlook reflects the potential for a lower rating if Plaskolite cannot successfully address its $100 million revolver maturity and its debt leverage and operating trends do not improve from current levels." S&P could lower its rating on Plaskolite if: -- The company cannot successfully address its upcoming maturities in a timely fashion; -- It announces a debt exchange or restructuring that implies lenders will receive less value than promised when the original debt was issued; or -- S&P envisions a liquidity deficit or covenant pressure. S&P could revise the outlook to stable or raise the rating if Plaskolite: -- Addresses its upcoming debt maturities through a refinancing or maturity extension such that S&P would not consider it a distressed exchange or restructuring; and -- Meets S&P's expectations for operating performance while generating positive FOCF, materially improving debt leverage, and maintaining adequate liquidity. S&P said, "Governance is a moderately negative consideration in our credit rating analysis of Plaskolite. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects their generally finite holding periods and a focus on maximizing shareholder returns. Plaskolite manufactures acrylic sheet and polycarbonate plastic sheet products and is exposed to raw materials like resins, methyl methacrylate, and latex. We assess these operations as less energy intensive than those of heavy building materials companies." PONCE BAKERY: Unsecureds to Get 100% With 3% Interest in Plan ------------------------------------------------------------- Ponce Bakery, Inc., submitted an Amended Plan of Reorganization, dated December 1, 2023. This Amended Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay all creditors of Ponce Bakery, Inc. from its monthly income 100% of allowed claims. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar plus 3% interest per annum. This Plan also provides for the payment of administrative and priority claims. Under the Plan, Class 3 General Unsecured Class consisting of Claims #2 CRIM: $29,324, PR Treasury Claim # 4: $307.35 and PR Treasury Claim #5: $6,789 total $36,421.14. Debtor will pay 100% of the allowed unsecured claims to be paid be in 60 monthly payments of $654.44, including 3% interest per annum. Total payout will be $39,266.40. Total Payout to creditors will be $3,460.75. The total surplus is $ 814.25. The debtor will continue to administer all the assets of the estate, and to fund the plan, it will apply the rental income. Counsel for Debtor: Modesto Bigas Mendez, Esq. PO Box 7462 Ponce, PR 00732-746 Tel: (787) 844-1444 Fax: (787) 842-4090 E-mail: mbigasmendez @ gmail.com A copy of the Plan of Reorganization dated December 1, 2023, is available at https://tinyurl.ph/lyJKE from PacerMonitor.com. About Ponce Bakery Ponce Bakery, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-01719) on June 5, 2023, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Maria De Los Angeles Gonzalez oversees the case. The Debtor tapped Modesto Bigas-Mendez, Esq., at Modesto Bigas Law Office as bankruptcy counsel, and Cynthia Garcia Fraticelli as accountant. PONTOON BREWING: Tamara Miles Ogier Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Tamara Miles Ogier, Esq., at Ogier, Rothschild & Rosenfeld, PC as Subchapter V trustee for Pontoon Brewing Company, LLC. Ms. Ogier will be paid an hourly fee of $450 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Ogier declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Tamara Miles Ogier, Esq. Ogier, Rothschild & Rosenfeld, PC P.O. Box 1547 Decatur, GA 30031 Phone: (404) 525-4000 Email: tmo@orratl.com About Pontoon Brewing Company Pontoon Brewing Company, LLC is an alcoholic beverage company in Atlanta, Ga. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-61376) on Nov. 16, 2023, with up to $10 million in both assets and liabilities. Sean O'Keefe, manager, signed the petition. Judge Lisa Ritchey Craig oversees the case. G. Frank Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason, PA represents the Debtor as legal counsel. PROPERTY ADVOCATES: Files Amendment to Disclosure Statement ----------------------------------------------------------- The Property Advocates, P.A., submitted a First Amended Disclosure Statement in connection with the First Amended Plan of Reorganization dated November 30, 2023. Under the Plan, the Debtor proposes to reorganize, pay its creditors, subordinate the claim of Strems, and provide for the appointment of a Litigation Agent for the prosecution of claims related to Strems and insiders of the Debtor. After filing for relief under Chapter 11, the Debtor has continued its operations in the ordinary course of business. From operations, Debtor has increased its cash reserves to over $5,000,000.00. Debtor anticipates continued revenues from its existing case load. The Debtor is operating under a final cash collateral order. On November 30, 2023, the Debtor also filed objections to the Claims of Scot Strems and the Claim on Sonia Ortiz. On that same date, the Debtor filed a motion to subordinate the Claims of Scot Strems pursuant to Section 510 of the Bankruptcy Code. This Plan proposes a reorganization of the Debtor. Post confirmation, the Debtor will continue to operate, working through its current case load and any new cases which the Debtor obtains post-confirmation. The Plan provides for treatment of all Allowed Claims. Importantly, the Plan provides for the appointment of a Litigation Agent, who will be responsible for litigating issues related to Strems and the Debtor's insiders. These recoveries, if any, will be for the benefit of the Estate. Like in the prior iteration of the Plan, all holders of Allowed Unsecured Claims shall receive on account of such Claims 100% of the amount due. Such amounts shall be payable in quarterly installments with the first payment to each holder due on the 1st day of the quarter beginning subsequent to either the later of the (a) the Effective Date, or (b) the date upon which the Claim is determined to be an Allowed Claim. Payments shall continue quarterly for 2 years and shall accrue no interest. Class X consists of the equity interests of Patterson and Narchet, who each individually hold 50% of the outstanding common stock of the Debtor, or 6000 shares each. This Class also consists of the subordinated claim of Strems, which is to be treated on par with holders of common stock. The Litigation Agent appointed pursuant to this Plan shall be empowered to bring claims, objections, and/or causes of action against Strems, Patterson, and Narchet in order to determine whether and/or to what extent Strems has an Allowed Claim against the Debtor and to determine what claims the Debtor has against them. To the extent Strems is found to have an Allowed Claim against the Debtor, such Allowed Claim shall be subordinated and treated as provided in Class VII. Patterson and Narchet shall retain their respective holdings of the common stock of the Debtor and shall be entitled to a percentage share of any Eventual Equity Distributions, if any, as provided in Class VII. All treasury or other unoutstanding shares of the Debtor, if any, shall be cancelled and extinguished. The sole shareholders in the Reorganized Debtor shall be Patterson and Narchet. Strems shall not be entitled to any common stock of the Debtor but will instead receive, in full satisfaction of any Allowed Claim, a share of any Eventual Equity Distributions as provided in Class VII. No Eventual Equity Distributions shall be made until (a) all payments are made in full to all holders of Allowed Claims in Classes I-VI and VIII-IX, and (b) the Litigation Agent has completed all his or her investigation, litigation, and/or claims objections in his her or her scope and all such funds have been collected, if any, after deducting for the compensation, costs, and expenses of the Litigation Agent. This Plan proposes a reorganization of the Debtor. Post confirmation, the Debtor will continue to operate, working through its current case load and any new cases which the Debtor obtains post-confirmation. Success under this Plan, however, does not require that the Debtor generate new cases as the Debtor's current assets and case load are sufficient for this Plan to be feasible. The Debtor shall continue all operations as a law firm post confirmation in the ordinary course of business and continuing under the current Board of Directors and the current corporate structure, except as otherwise expressly provided in this Plan. That management will continue to exercise full control over the day-to-day operations of the Reorganized Debtor, will manage all funds and accounts of the Reorganized Debtor, pay day-to-day post confirmation expenses of the Debtor, and pay all Allowed Claims of the Reorganized Debtor. A full-text copy of the First Amended Disclosure Statement dated November 30, 2023 is available at https://urlcurt.com/u?l=YJb6DI from PacerMonitor.com at no charge. Attorneys for Debtor: Paul N. Mascia, Esq. Michael A. Nardella, Esq. Frank Wolff, Esq. NARDELLA & NARDELLA, PLLC 135 W. Central Blvd., Suite 300 Orlando, FL 32801 Tel:(407) 966-2680 Email: pmascia@nardellalaw.com About The Property Advocates The Property Advocates, P.A., is a law firm specializing in Florida first-party property insurance issues. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16797-RAM) on Aug. 25, 2023. In the petition signed by Hunter Patterson, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Robert A. Mark oversees the case. Paul N. Mascia, Esq., at Nardella & Nardella, PLLC, is the Debtor's legal counsel. PROSPERITY PARTNERS: Seeks to Hire Chidi Onukwugha as Counsel ------------------------------------------------------------- Prosperity Partners, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Chidi Onukwugha, Esq., an attorney at Onukwugha & Associates. The Debtor requires legal counsel to: a. Give advice with respect to the powers and duties of the Debtor in the operation of its business and the management of its properties pursuant to the Bankruptcy Code; b. Prepare legal papers; c. Assist in the analysis and representation with respect to lawsuits to which the Debtor is or may be a party; d. Negotiate, prepare, file and seek confirmation of a Chapter 11 plan of reorganization; e. Represent the Debtor at all the hearings, meetings of creditors and other proceedings and f. Perform other legal services in connection with the Debtor's Chapter 11 case. Mr. Onukwugha will be compensated at $375 per hour. In addition, the firm will receive reimbursement for work-related expenses incurred. In court filings, Mr. Onukwugha disclosed that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Mr. Onukwugha can be reached at: Chidi Onukwugha, Esq. Onukwugha & Associates 14440 Cherry Lane Court, Suite 112 Laurel, MD 20707 Phone: (410) 336 2823 Email: Attorneyonukwugha@gmail.com About Prosperity Partners Prosperity Partners, Inc., a company in Greenbelt, Md., filed Chapter 11 petition (Bankr. D. Md. Case No. 23-17059) on Oct. 2, 2023, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Maria Ellena Chavez-Ruark oversees the case. Chidi Onukwugha, Esq., at Onukwugha & Associates, is the Debtor's legal counsel. R1 RCM: S&P Affirms 'B+' ICR on Acquisition of Acclara ------------------------------------------------------ S&P Global Ratings affirmed its 'B+' issuer credit rating on R1 RCM Inc., a provider of technology-enabled revenue cycle management (RCM) services to health care providers, and its 'B+' issue-level rating on its existing senior secured debt. At the same time, S&P assigned its 'B+' issue-level rating and '3' recovery rating to R1 RCM's incremental senior secured term loan B. The '3' recovery rating indicates its expectation for meaningful (rounded estimate: 60%) recovery in the event of a payment default. S&P said, "The stable outlook reflects our expectation that the company will continue to expand organically, bolstered by modest tuck-in acquisitions, over the next 12 months while maintaining S&P Global Ratings-adjusted leverage of less than 5x and generating FOCF of about $150 million. It also reflects our expectation that R1 will successfully onboard several large end-to-end clients and continue to achieve its expected synergies from Cloudmed." R1 RCM Inc., a provider of technology-enabled revenue cycle management (RCM) services to health care providers, is acquiring RCM solutions provider Acclara for approximately $740 million. The company will fund the transaction with a $500 million incremental senior secured term loan B and a $205 million draw on its existing revolving credit facility. S&P said, "The affirmation reflects our view that the acquisition of Acclara is in line with the company's financial policy.We expect R1's leverage will rise to about 4.7x in 2024, which is up from our previous expectation of 3.5x, and decline by about 1.5x in 2025 as it realizes synergies from the Cloudmed and Acclara acquisitions, its end-to-end contracts mature, and it pays down its outstanding revolver drawing. This is in line with our expectation for leverage in the 4x-5x range, given that the company does not have a track record of maintaining, or commitment to, lower leverage. Towerbrook (which exhibits control over its partnership with Ascension) and New Mountain together own a significant share of R1 (over 60% as of May 2023) and we expect their joint controlling ownership will limit the potential for significant deleveraging. While we expect the company to pause its acquisitions over the upcoming 12 months as it integrates Cloudmed and Acclara, we expect it will remain acquisitive. "We expect the long-term benefit from the company's acquisition will be its new contract with Providence. Acclara provides RCM services across the front, middle, and back-end functions and derives more than 85% of its revenue from health systems, hospitals, and large physician groups. The software provider also serves ambulatory sites, such as smaller physician groups, and provides some consulting. While Providence Health currently accounts for about 35% of its current revenue, R1--through its acquisition of Acclara--will enter into a 10-year agreement to be the exclusive provider of Providence Health's end-to-end technology-enabled solution suite across all of its care settings. In the first year following the transaction, we expect the costs to ramp-up the Providence contract will essentially offset the acquired EBITDA from Acclara, causing the company's margins to expand minimally compared with 2023. Over time, we expect the contributions from R1's end-to-end relationship with Providence will exceed the acquired revenue from Acclara. "Additionally, we expect Providence will continue to be a significant customer for legacy Acclara, even as R1 onboards it as an end-to-end customer, because the existing Acclara contract is for the physician portion while the new contract will be for the inpatient/acute portion of the business (though there could be some downside to this expectation). We expect the company's costs to achieve synergies from the Acclara acquisition will offset the benefit from those synergies in 2024, and we anticipate it will realize overall benefits in 2025. "R1 has little room to absorb potential headwinds at the current rating. In addition, we see the potential for some operational risk as the company tackles onboarding new contracts, realizing synergies from both Cloudmed and Acclara, servicing terminating contracts, and managing the effects of the Henry Ford Health joint venture (JV).We expect the company will maintain its growth trajectory in 2024 as it onboards end-to-end customers--including Providence Health, Sutter Health, Scion Health, and St. Clair Health--deploys modular solutions, cross-sells solutions, and continues ramping up its 2022 business wins. We also expect R1 will minimally expand its margin as it onboards these large end-to-end clients, continues to support APP and Pediatrix in 2023 and part of 2024 (despite the termination), and continues to invest in technology and innovation. We also expect some lengthening of the decision cycle could push out the company's contract wins, which would entail high onboarding costs in 2024 as well." Finally, the effects of the Henry Ford and Ascension Michigan joint venture (JV), which will be branded Henry Ford Health, are uncertain. With R1 having a long-term strategic partnership with Ascension Health Alliance--and Henry Ford currently using Cloudmed and performing its RCM functions in-house--the JV could provide the company with a cross-selling opportunity. S&P said, "While we expect the company to manage the multiple implementations, integrate Acclara, and achieve synergies from both acquisitions, we expect it could experience a shortfall under our base-case forecast. We believe the multiple end-to-end implementations and costs to achieve synergies could potential lead to short-term margin pressure. Over the long term, as the new end-to-end contracts mature, the company's onboarding of similar-size contracts will have a less significant effect on its EBITDA margins while continuing to reduce its customer concentration. "Our ratings continue to reflect the company's customer concentration, relatively short operating track record with many of its customers, and narrow market focus.The health care information technology (HCIT) industry is highly fragmented and R1 competes against a significant number of large and sometimes better-financed players, such as Epic Systems, Optum (via its acquisition of Change Healthcare), Oracle (via its acquisition of Cerner Corp.), athenahealth (operating in electronic health records [EHR]), and RCM (in the ambulatory and physician space), as well as many small players with niche market focuses. The company has a narrow operating focus in providing RCM services to health systems, acute care hospitals, and physician groups. While RCM relationships are generally durable and mutually beneficial, there is client turnover and most of R1's major end-to-end clients have been with it for five years or less, albeit under long-term contracts. The company has a long-term strategic partnership with Ascension Health Alliance, the nation's largest not-for-profit health system, which is its largest customer (expected to account for an expected 30% of its 2024 revenue, down from 50% in 2021 and 60% in 2020). Although we view its customer concentration as a risk, R1's 10-year contracts and its customers' significant (16%) minority equity ownership in its business, renewed in 2021, partly mitigate this risk. "The stable outlook reflects our expectation that R1 will continue to expand organically, bolstered by modest tuck-in acquisitions, over the next 12 months while maintaining S&P Global Ratings-adjusted leverage of less than 5x and generating FOCF of about $150 million. It also reflects our expectation that the company will successfully onboard several large end-to-end clients and continue to achieve its expected synergies from Cloudmed. "We could lower our rating on R1 if we expect it will sustain debt leverage of more than 5x. This could occur if the company becomes more aggressive in its pursuit of debt-financed acquisitions, its EBITDA growth underperforms our expectations, or it faces difficulty in realizing its expected synergies from Cloudmed and Acclara or generating EBITDA from its recent contract wins. We could also lower our rating if a shift in HCIT service outsourcing trends leads hospitals to bring these services back in-house or opt for point solutions over end-to-end contracts. It is less likely that we will lower our rating solely due to temporary expenses to onboard new large customers, which could increase its leverage slightly above our current expectations, absent an underperformance. "We could consider raising our rating on R1 if we believe it will sustain S&P Global Ratings-adjusted leverage of below 4x and its sponsors plan to relinquish control over the medium term. We would also require continued contract wins and further reductions in its customer concentration before raising our rating." RACOLE EXTENSIONS: Unsecureds to Get Nothing in Plan ---------------------------------------------------- Racole Extensions, LC, submitted a Chapter 11, Subchapter V Plan. During the term of the Plan, the Debtor will commit 100% of net disposable income to creditors. The value of the property to be distributed under the Plan during the term of the Plan is not less than the Debtor's net disposable income for that same period. Unsecured creditors holding allowed claims will receive distributions, which the Debtor has valued at approximately $0 cents on the dollar. The Plan also provides for the payment of secured, administrative, and priority claims in accordance with the Bankruptcy Code. Under the Plan, Class 4 consists of Unsecured Creditors having a total claim of $13,126. Creditors will recover 0% of their claims. Class 4 is impaired. The Debtor and its principal propose to use income from its business to be able to fund the proceeds necessary to pay the Landlord. The Debtor will continue making its monthly rent payment to the Landlord through the term of the Plan, including confirmation of the Plan. The Debtor is aware of the amount of claims but has no disposable income and is only able to pay the Landlord's payment of $25,000 on the Effective Date. Attorneys for Debtor: Daniel Alan Staeven, Esq. FROST & ASSOCIATES, LLC 839 Bestgate Road, Suite 400 Annapolis, MD 21401 Tel: (410) 497-5947 E-mail: daniel.staeven@frosttaxlaw.com A copy of the Chapter 11, Subchapter V Plan dated December 1, 2023, is available at https://tinyurl.ph/XmJWE from PacerMonitor.com. About Racole Extensions Racole Extensions, LC is a Maryland company which operates a Retail Hair Salon in Annapolis, Maryland. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 23-11165) on Feb. 22, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge David E. Rice oversees the case. Daniel Alan Staeven, Esq., at Frost & Associates, LLC is the Debtor's legal counsel. REGIS UNIVERSITY: Moody's Cuts Issuer & Revenue Bond Ratings to Ba1 ------------------------------------------------------------------- Moody's Investors Service has downgraded Regis University's (CO) issuer and revenue bond ratings to Ba1 from Baa3. For fiscal 2023, the university recorded total outstanding debt of $72 million. The outlook is negative. RATINGS RATIONALE The downgrade of the issuer rating to Ba1 is informed by the university's difficult student market position and deficit operations expected through at least fiscal 2024. While the university anticipates a return to balanced operations in fiscal 2025 through strategies to attract and retain students, the ability to achieve desired outcomes remains uncertain given substantial financial and execution risks associated with this strategy. Highly competitive conditions resulted in continued enrollment challenges in fall 2023, marking a 44% decline in total full-time equivalent students over the past decade. Further, as a result of strained operations, liquidity has steadily weakened over the past few years and is at a 10-year low of 121 monthly days cash on hand. Social considerations are a key driver of this rating action, as heightened competition and evolving consumer trends factor into sustained erosion in enrollment and net tuition revenue. Governance considerations are also a key driver of this rating action, given increased leverage to provide debt service relief and expectations of ongoing deficits requiring the use of unrestricted liquidity to close operating gaps and support strategic plans. Favorably, the university's good scale, seasoned financial management team and generous donor support remain credit positive. The Ba1 revenue bond rating is based on the issuer rating and the general obligation characteristics of the debt. These bonds are further secured by a mortgage pledge. RATING OUTLOOK The negative outlook incorporates Regis' ongoing student demand challenges and the potential for further credit deterioration if deficit operations and liquidity declines continue. The outlook also incorporates the absence of new debt. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Material and sustained growth in financial reserves and liquidity -- Strengthened operations that result in debt service coverage over 1.5x over a sustained period -- Increased student demand that results in material and consistent growth in net tuition revenue -- Additional material stable streams of revenue that support growth in financial reserves FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Inability to make significant process toward balanced operating performance by fiscal 2025 -- Material decline in liquidity translating to less than 100 days monthly days cash on hand -- Inability to stabilize enrollment and net tuition revenue -- Material debt issuance without commensurate growth in financial resources or operating performance improvement LEGAL SECURITY The Series 2016 bonds are a general obligation of the university with a security interest in Gross Revenues, which include tuition and fees, unrestricted gifts, and other unrestricted revenue. There is also a mortgage security interest for approximately 54.5 acres, a large portion of the main campus in Denver. The Series 2016 bonds have one financial covenant, which requires net income available for debt service to be at least 120% of maximum annual debt service (MADS). This covenant requirement was waived through fiscal 2024, following approval from bondholders. As part of the waiver agreement, the university established and maintains a special reserve fund, held with the trustee, as added security for bondholders. The trustee will hold this reserve fund until the university obtains written certification that the financial covenant has been met. The Series 2022 revenue bonds were privately placed and are on parity with the Series 2016 bonds and subject to the same financial covenants. The Series 2018A Promissory Notes are privately placed and have a subordinate security interest in gross revenues. The Notes do not have a mortgage security interest. PROFILE Regis University, CO is a moderately sized Jesuit Catholic, private, not-for-profit university located in Denver, CO. In fiscal 2023, Regis generated operating revenue of $121 million in fiscal 2023 and enrolled 3,968 full-time equivalent (FTE) students as of fall 2023. METHODOLOGY The principal methodology used in these ratings was Higher Education Methodology published in August 2021. RESOURCE EDUCATION: Andrew Levin Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 16 appointed Andrew Levin of Fairpoint Solutions, LLC as Subchapter V trustee for Resource Education Advocacy Communication and Housing. Mr. Levin will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Levin declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Andrew W. Levin 3946 Stone Canyon Ave., Ste. 1400 Sherman Oaks, CA 91403 Phone: (818) 817-6310 Email: andy@fairpointllc.com About Resource Education Resource Education Advocacy Communication and Housing filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12429) on Nov. 17, 2023, with $1,000,001 to $10 million in assets and liabilities. Judge Scott C. Clarkson oversees the case. David Wood, Esq., and Matthew Grimshaw, Esq., at Marshack Hays Wood, LLP are the Debtor's bankruptcy attorneys. RIDER UNIVERSITY: S&P Alters Outlook to Neg., Affirms 'BB' LT ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'BB' long-term rating on debt outstanding issued for Rider University, N.J. (Rider). "The negative outlook reflects Rider's significant decline in financial resource ratios driven by operating losses that have constrained its liquidity such that additional declines will put its ability to meet its financial obligations at increased risk," said S&P Global Ratings credit analyst Sean Wiley. S&P said, "We would consider a negative rating action if Rider continues to have cash deficits that would likely lead to significant pressure on its already constrained liquidity position. In addition, we would consider a negative rating action if demand wanes, likely leading to lower student-derived revenue, or if the university issues any additional debt. "We could consider a positive rating action if enrollment stabilizes; the university is able to reduce its operating losses beyond fiscal 2024, with progress toward break-even results; and financial resources ratios improve." SB AD RESIDENTIAL: Public Sale Auction Slated for Dec. 28 --------------------------------------------------------- CBRE, on behalf of the secured party, offers for sale at a public auction on Dec. 28, 2023, at 1:00 p.m. (New York Time) conducted both via Zoom and in-person at the offices of Gibson, Dune & Crutcher LLP, 2002 Park Avenue, New York, New York 10166, in connection with a Uniform Commercial Code sale, 100% of the limited liability company membership interests in SB 3401 Payton Place LLC ("Mortgage Borrower"), which is the sole owner of the property located at 3401 Payton Place, Lot 5A, Arlington Heights, Illinois 60005. The interests are owned by SB AD Residential II LLC ("pledgor") having its principal place of business at 1 Prudential Plaza, 130 East Randolph, Suite 2100, Chicago, Illinois 60601. The secured party, as lender, made a loan to the mortgage borrower. In connection with the loan, the pledgor has granted to the secured party a first priority lien on the interests pursuant to that certain pledge and security agreement, dated as of Nov. 30, 2021, made by pledgor in favor of the secured party. The secured party is offering the interests for sale in connection with the foreclosure on the pledge of such interests. Loan is also secured by a mortgage on real property owned by the mortgage borrower of otherwise affecting the property ("mortgage loan") and if the secured debt is not paid in full that the mortgage will continue to encumber the real property after the buyer acquires the interests. All bids must be for cash, and the successful bidder must be prepared to deliver immediately available good funds as required by the terms of sale and otherwise comply with the bidding requirements and the terms of sale. Interested parties seeking additional information concerning the interests, the requirements for obtaining information and bidding on the interests and the terms of sale should execute the confidentiality agreement which can be reviewed at the website https://tinyurl.com/UCCPaytonPlace. For questions and inquiries, contact Tyler Barr at CBREUCCsales@cbre.com. SEQUENTIAL BRANDS: Midcap Financial Marks $1.2MM Loan at 82% Off ---------------------------------------------------------------- MidCap Financial Investment Corporation has marked its $1,293,000 loan extended to Sequential Brands Group, Inc to market at $238,000 or 18% of the outstanding amount, as of September 30, 2023, according to Midcap Financial's Form 10-Q Report for the Quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission. Midcap Financial is a participant in a Second Lien Secured Debt Loan to Sequential Brands Group, Inc. The loan accrues interest at a rate of 8.75% per annum. The loan matures on February 7, 2024. Midcap classified the Loan as Non-accrual status. Midcap Financial Investment Corporation is a Maryland corporation incorporated on February 2, 2004. It is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. Apollo Investment Management, L.P. is the investment adviser and an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (AGM). Apollo Investment Administration, LLC, an affiliate of AGM, provides, among other things, administrative services and facilities for Midcap. Sequential Brands Group, Inc, together with its subsidiaries, owns various consumer brands. The New York-based company licenses its brands for a range of product categories, including apparel, footwear, fashion accessories, and home goods. SOHO OFFICES: Jolene Wee of JW Infinity Named Subchapter V Trustee ------------------------------------------------------------------ The U.S. Trustee for Region 2 appointed Jolene Wee of JW Infinity Consulting, LLC as Subchapter V trustee for Soho Offices Suites, LLC. Ms. Wee will be paid an hourly fee of $595 for her services as Subchapter V trustee for 2023 and $615 for work performed in 2024. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Ms. Wee declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jolene E. Wee JW Infinity Consulting, LLC 447 Broadway 2nd Fl #502 New York, NY 10013 Email: jwee@jw-infinity.com Phone: (929) 502-7715 Fax: (646) 810-3989 Email: jwee@jw-infinity.com About Soho Offices Suites Soho Offices Suites, LLC, doing business as Select Office Suites, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11839) on Nov. 18, 2023. In the petition signed by its chief operating officer, Angela Olivo, the Debtor disclosed $2,451,967 in total assets and $2,433,463 in total liabilities. Judge Lisa G. Beckerman oversees the case. Douglas Pick, Esq., at Pick & Zabicki, LLP serves as the Debtor's legal counsel. SOLARIS MARKETING: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Solaris Marketing NW, LLC d/b/a Solaris Attachments 39 Marigold Drive Bellingham, WA 98229 Business Description: Solaris Attachments offers construction equipment attachments and parts, including machining and manufacturing services. Chapter 11 Petition Date: December 6, 2023 Court: United States Bankruptcy Court Western District of Washington Case No.: 23-12368 Judge: Hon. Timothy W. Dore Debtor's Counsel: Thomas D. Neeleman, Esq. NEELEMAN LAW GROUP, P.C. 1403 8th Street Marysville, WA 98270 Tel: (425) 212-4800 Fax: (425) 212-4802 Email: courtmail@expresslaw.com Total Assets: $30,218 Total Liabilities: $1,301,989 The petition was signed by Dariush Shafagh as owner. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XIM62RA/Solaris_Marketing_NW_LLC__wawbke-23-12368__0001.0.pdf?mcid=tGE4TAMA Spirit Airlines: Reports Warrant and Convertible Note Adjustments ----------------------------------------------------------------- In a Form 8-K report filed with the Securities and Exchange Commission on November 22, 2023, Spirit Airlines, Inc. announced an adjustment to the exercise prices and warrant shares of the warrants issued by the Company to the United States Department of the Treasury. On April 20, 2020, January 15, and April 29, 2021, respectively, Spirit Airlines, Inc. entered into the Warrant Agreements with Treasury concerning the issuance by Spirit to Treasury of warrants to purchase shares of Spirit's common stock, par value $0.0001, in accordance with the terms of the respective Warrant Agreements pursuant to the PSP1 program, PSP2 program and PSP3 program. On November 14, 2023, JetBlue Airways Corporation announced that it would pay $0.10 in cash per outstanding share of Common Stock on November 30, 2023 to Spirit's stockholders of record on November 24 as a prepayment of merger consideration, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 28, 2022, by and among Spirit, JetBlue and Sundown Acquisition Corp. The exercise price in respect of the PSP1 Warrants has been adjusted from $11.851 to $11.742, and the number of warrant shares issuable upon the exercise of the PSP1 Warrants has been adjusted from 618,751.32 to 624,495.14. The exercise price in respect of the PSP2 Warrants has been adjusted from $20.554 to $20.365, and the number of warrant shares issuable upon the exercise of the PSP2 Warrants has been adjusted from 163,662.95 to 165,181.85. The exercise price in respect of the PSP3 Warrants has been adjusted from $30.681 to $30.399, and the number of warrant shares issuable upon the exercise of the PSP3 Warrants has been adjusted from 95,682.90 to 96,570.51. Additionally, on November 14, 2023, JetBlue announced that it would pay $0.10 in cash per outstanding share of Common Stock on November 30, 2023 to Spirit's stockholders of record on November 24, 2023, as a prepayment of merger consideration pursuant to the terms of the Merger Agreement. Accordingly, on November 22, 2023, Spirit announced an adjustment to the conversion rates of its 4.75% Convertible Senior Notes due 2025 and 1.00% Convertible Senior Notes due 2026. About Spirit Airlines Spirit Airlines Inc. is a major United States ultra-low cost airline headquartered in Miramar, Florida, in the Miami metropolitan area. In September 2023, Fitch Ratings has revised the Rating Outlook for Spirit Airlines to Negative from Stable and affirmed Spirit's Long-term Issuer Default Rating at 'B+'. Fitch has also affirmed Spirit IP Cayman Ltd.'s and Spirit Loyalty Cayman Ltd.'s senior secured debt at 'BB+'/'RR1'. Also in September 2023, Egan-Jones Ratings Company maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Spirit Airlines, Inc. Meanwhile, Moody's Investors Service downgraded its corporate family rating of Spirit Airlines to Caa1 from B2 and probability of default rating to Caa1-PD from B2-PD, the TCR reported on November 22, 2023. STAY CALM: Neema Varghese Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 11 appointed Neema Varghese of NV Consulting Services as Subchapter V trustee for Stay Calm Keep Trucking Inc. Ms. Varghese will be paid an hourly fee of $400 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Varghese declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Neema T. Varghese NV Consulting Services 701 Potomac, Ste. 100 Naperville, IL 60565 Tel: (630) 697-4402 Email: nvarghese@nvconsultingservices.com About Stay Calm and Keep Trucking Stay Calm Keep Trucking Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-15634) on Nov. 20, 2023, with up to $1 million in both assets and liabilities. Andrius Petkunas, president, signed the petition. Judge Donald R. Cassling oversees the case. Saulius Modestas, Esq., at Modestas Law Offices, P.C. represents the Debtor as legal counsel. STERETT COMPANIES: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------- The U.S. Trustee for Region 8 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Sterett Companies, LLC and its affiliates. The committee members are: 1. Bobby's Tire and Mechanical 6127 US Highway 60 East Owensboro, KY 42303 Phone: (270) 684-6939 Email: bobbystruckandtrailer@gmail.com 2. Trinity Logistics, Inc. 50 Fallon Ave Seaford, DE 19973 Phone: (302)-990-3621 Email: Somer.john@trinitylogistics.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 Sterett Companies Sterett Companies, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 23-40625) on October 27, 2023. In the petition signed by William L. Sterett, III, chief executive officer, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Charles R. Merrill oversees the case. Neil C. Bordy, Esq., at Seiller Waterman LLC, represents the Debtor as legal counsel. STRATEGIC MATERIALS: Arnold & Porter Advises 1st Lien Lender Group ------------------------------------------------------------------ The law firm Arnold & Porter Kaye Scholer LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 case of Strategic Materials, Inc., and affiliates, the firm represents the First Lien Lender Group. The First Lien Lender Group is comprised of the following institutions or funds, accounts, and entities managed by the following institutions: Arbour Lane Capital Management, L.P.; Cerberus Capital Management, L.P.; Credit Suisse Asset Management, LLC; and HPS Investment Partners, LLC. Arnold & Porter is representing the members of the First Lien Lender Group in connection with the chapter 11 cases (in their capacities as lenders under the Prepetition Superpriority Credit Agreement, the Prepetition First Lien Credit Agreement, and the Prepetition Second Lien Credit Agreement and as lenders under the proposed debtor-in-possession financing. Arnold & Porter represents only the interests of the members of the First Lien Lender Group and does not represent or purport to represent any other entities or interests in connection with these Chapter 11 Cases. Arnold & Porter does not represent the First Lien Lender Group as a "committee" (as such term is employed in the Bankruptcy Code and the Bankruptcy Rules) and does not undertake to represent the interests of any creditor, party in interest, or entities other than the members of the First Lien Lender Group. The First Lien Lender Group Members' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. Arbour Lane Capital Management, L.P. 700 Canal Street, 4th Floor Stamford, CT 06902 * Superpriority Facility Holdings: $12,403,289.46 * First Lien Facility Term Loan Holdings: $72,347,366.46 * First Lien Facility Revolving Credit Loan Holdings: $30,666,666.69 * Second Lien Facility Holdings: $13,550,000.00 2. Cerberus Capital Management, L.P. 875 Third Avenue, 11th Floor New York, NY 10022 * Superpriority Facility Holdings: $4,495,833.75 * First Lien Facility Term Loan Holdings: $28,992,956.32 * First Lien Facility Revolving Credit Loan Holdings: $9,333,333.31 * Second Lien Facility Holdings: N/A 3. Credit Suisse Asset Management, LLC 11 Madison Avenue New York, NY 10010-3629 * Superpriority Facility Holdings: $6,672,972.20 * First Lien Facility Term Loan Holdings: $53,791,456.28 * First Lien Facility Revolving Credit Loan Holdings: N/A * Second Lien Facility Holdings: $29,050,000.00 4. HPS Investment Partners, LLC 40 West 57th Street, 33rd Floor New York, NY 10019 * Superpriority Facility Holdings: $3,927,904.59 * First Lien Facility Term Loan Holdings: $33,748,159.37 * First Lien Facility Revolving Credit Loan Holdings: N/A * Second Lien Facility Holdings: N/A Counsel to the First Lien Lender Group: ARNOLD & PORTER KAYE SCHOLER LLP Christopher M. Odell, Esq. 700 Louisiana St, Suite 4000 Houston, Texas 77002 Telephone: (713) 576-2400 Facsimile: (713) 576-2499 E-mail: christopher.odell@arnoldporter.com - and – Michael D. Messersmith, Esq. Sarah Gryll, Esq. Ryan Trombley, Esq. 70 West Madison Street, Suite 4200 Chicago, Illinois 60602 Telephone: (312) 583-2300 Facsimile: (312) 583-2360 E-mail: michael.messersmith@arnoldporter.com sarah.gryll@arnoldporter.com ryan.trombley@arnoldporter.com - and – Madelyn A. Nicolini, Esq. 250 West 55th Street New York, New York 10019 Telephone: (212) 836-8000 Facsimile: (212) 836-8689 E-mail: madelyn.nicolini@arnoldporter.com About Strategic Materials With over a 125-year history, Strategic Materials, Inc. -- http://www.smi.com/-- is North America's most comprehensive glass recycler, with nearly 50 locations in the United States, Canada, and Mexico. The company continues to be focused on passionate advocacy, operational excellence, and collaborative partnership. SMI is a trusted partner to cleaner, more efficient glass production, providing customers and suppliers with economical and environmentally viable products and solutions for reuse of waste streams. Strategic Materials and 15 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90907) on Dec. 4, 2023, . SMI estimated assets of $100 million to $500 million and debt of $500 million to $1 billion as of the bankruptcy filing. The Hon. Christopher M. Lopez is the case judge. Strategic Materials is being advised by Moelis & Company, LLC as investment banker, Alvarez & Marsal, as restructuring advisor, and Vinson & Elkins LLP and Wachtell, Lipton, Rosen & Katz as legal counsel. Kroll is the claims agent. SUMMIT SPRINGS: Unsecureds to be Paid 100% Plus Interest in Plan ---------------------------------------------------------------- Summit Springs Holdings LLC submitted a Second Amended Plan of Reorganization. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100% cents on the dollar plus interest. This Plan provides for the payment of administrative claims. The following claims will be treated as follows: Class 3: Allowed general unsecured claims. The timely filed, allowed claims of general, undisputed, liquidated, unsecured, non-priority creditors will be paid in full, plus interest at their respective contract rates within 6 months from the Effective Date. The amount paid to holders in this class will satisfy their claims in full. Class 3 is impaired. Class 4: Unsecured disputed and unliquidated claims listed on the Debtor's petition in which no proof of claim has been filed. These creditors will be paid 0% of the claims. Class 4 is impaired. Debtor intends to refinance the debt on the property to complete the construction project and pay its creditors. Until such time as the refinancing is obtained, Debtor shall utilize any income from its operations or an equity injection from its members to fund the plan. Attorney for 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 Plan of Reorganization dated December 1, 2023, is available at https://tinyurl.ph/dJWKh from PacerMonitor.com. About Summit Springs Holdings Summit Springs Holdings, LLC, owns six acres of to-be-developed 21 townhome units located at 208 Sandy Springs Place, Sandy Springs, Ga. The properties are valued at $4.4 million. Summit Springs Holdings filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-54043) on May 1, 2023, with $4,470,000 in assets and $2,623,041 in liabilities. Eric McConaghy, manager, signed the petition. Judge Wendy L. Hagenau oversees the case. The Debtor tapped Ian M. Falcone, Esq., at The Falcone Law Firm, P.C. as bankruptcy counsel and Stogner Law, LLC as special counsel. SUNLIGHT FINANCIAL: Unsecureds Are Unimpaired in Plan ----------------------------------------------------- Sunlight Financial Holdings Inc., et al., on Dec. 5, 2023, won the Bankruptcy Court's approval of their Joint Prepackaged Chapter 11 Plan of Liquidation of Reorganization. On Dec. 6, 2023 the Effective Date of the Plan occurred. Plan confirmation was supported by the overwhelming majority of the Debtors' stakeholders. The Plan represents a comprehensive restructuring that maximizes value for the Debtors' stakeholders, including vendors, installers, capital providers, and employees, and further represents a consensual arrangement between the Debtors and the U.S. Securities and Exchange Commission, the United States Trustee, and 21 states. The Debtors arrived at the Chapter 11 Cases and the Plan after a year-long prepetition marketing process, during which the Debtors and their advisors made exhaustive efforts to develop and pursue strategic alternatives to improve the Debtors' liquidity and preserve the Debtors’ business as a going concern. Such efforts included attempts to refinance the Debtors' capital structure out-of-court through transactions involving debt, equity, and a combination thereof. Under the Plan, with the support of Cross River Bank ("CRB") -- as holder of 100% of senior secured claims against the Debtors -- and ED Umbrella Holdings, LLC ("EDUH"), as plan sponsor, the Debtors' equity will be acquired by CRB and a consortium of strategic investors with significant expertise in the solar financing space and the ability to continue operating the business and set it up for success. The current equity holders are not entitled to a recovery based on an absolute priority waterfall analysis. Even so, the Debtors were able to gain support for the Plan from the Consenting Equity Holders, which are party to the Restructuring Support Agreement and which together represent a majority of the combined voting power of the Class A common stock of Sunlight Financial Holdings (assuming conversion of CRB's Class A warrants into Class A common stock as of the Petition Date). Based on the extensive prepetition marketing process conducted by the Debtors, the Debtors believe that the Plan is the best path available to the Debtors and is therefore in the best interests of all creditors and stakeholders. Sunlight Financial Holdings Inc. submitted an Amended Joint Prepackaged Chapter 11 Plan of Reorganization, dated December 1, 2023. Under the Plan, Class 4 General Unsecured Claims be unaltered by the Plan Allowed General Unsecured Claims are Unimpaired. A copy of the Plan is available at https://tinyurl.ph/AAgHs from PacerMonitor.com. Attorneys for the Debtors: Ray C. Schrock, Esq. Alexander W. Welch, Esq. Alejandro Bascoy, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Ave. New York, NY 10153 Tel: (212) 310-8000 E-mail: ray.schrock@weil.com alexander.welch@weil.com alejandro.bascoy@weil.com - and - Daniel J. DeFranceschi, Esq. Zachary I. Shapiro, Esq. James F. McCauley, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King St. Wilmington, DE 19801 Tel: (302) 651-7700 E-mail: defranceschi@rlf.com shapiro@rlf.com mccauley@rlf.com About Sunlight Financial Holdings Sunlight Financial Holdings Inc. operates a business-to-business-to-consumer, technology-enabled point-of-sale financing platform. The Company provides solar and home improvement contractors across the United States with the ability to offer homeowners loans funded by the Company's capital providers. The Company uses proprietary technology and deep credit expertise to simplify the financing process for contractors and installers, capital providers, and homeowners, successfully helping over 125,000 homeowners install residential solar systems, reduce their carbon footprint, and save money. Sunlight Financial Holdings Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11794) on Oct. 30, 2023. In the petition filed by Matthew R. Potere, as chief executive officer, the Debtor reported total assets as of Aug. 31, 2023 amounting to $403,848,901 and total debt of $173,943,096. The Debtors tapped WEIL, GOTSHAL & MANGES LLP as bankruptcy counsel; RICHARDS, LAYTON & FINGER, P.A., as local counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC, as financial advisor; and GUGGENHEIM PARTNERS, LLC, as investment banker. OMNI AGENT SOLUTIONS, INC., is the claims agent. SUNPOWER CORP: Gets Nasdaq Notice for Delayed Form 10-Q Filing -------------------------------------------------------------- SunPower announced that it received a notice from The Nasdaq Stock Market LLC indicating that, as a result of not having timely filed the Form 10-Q with the Securities and Exchange Commission, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq. The Notice indicated that the Company must submit a plan to regain compliance with the Listing Rule within 60 calendar days from Nov. 22, 2023, and, following receipt of such plan, Nasdaq may grant an extension of up to 180 calendar days from the Form 10-Q due date, or until May 20, 2024, for the Company to regain compliance. On Nov. 13, 2023, the Company filed a Notification of Late Filing on Form 12b-25 indicating that it was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended Oct. 1, 2023, by the prescribed due date as a result of the restatement of certain of the Company's financial statements. The Company said that while it can provide no assurances as to timing, the Company is working diligently to complete the Restatement and plans to file the Form 10-Q as soon as practicable to regain compliance with the Listing Rule. The Company and Bank of America, N.A., the administrative agent and collateral agent for the lenders under the Credit Agreement dated as of Sept. 12, 2022 (as amended), among the Company, the subsidiaries party thereto, the Agent and the lenders party thereto are currently negotiating the terms and conditions of a consent and waiver, which is intended to address, including without limitation, the effects of the Restatement and failure to timely deliver the Form 10-Q to the lenders under the Credit Agreement. About SunPower Headquartered in Richmond, California, SunPower (NASDAQ: SPWR) -- www.sunpower.com -- is a residential solar, storage and energy services provider in North America. SunPower offers solar + storage solutions that give customers control over electricity consumption and resiliency during power outages while providing cost savings to homeowners. For the six months ended July 2, 2023, Sunpower reported a net loss of $83.66 million, compared to a net loss of $90.79 million fo rthe six months ended July 3, 2022. As of July 2, 2023, the Company had $1.57 billion in total assets, $1.10 billion in total liabilities, and $477.68 million in total stockholders' equity. TITAN MECHANICAL: Unsecureds Last to Be Paid in Liquidating Plan ---------------------------------------------------------------- Titan Mechanical Corp. filed with the U.S. Bankruptcy Court for the Northern District of Illinois a Liquidating Small Business Plan of Reorganization under Subchapter V dated November 28, 2023. The Debtor has been in the business of plumbing contracting. The Debtor is the proponent of this Plan as well as the Disbursing Agent if the plan is consensual. If the Plan is not consensual, William B. Avellone, Sub-Chapter V Trustee is the disbursing agent. This Plan provides for distributions to the holders of allowed claims from the assets of the Debtor. Class 1 consists of the claim of Millennium Bank. Millennium Bank, its principals, agents, successors and/or assigns. Class 1A is impaired by this Plan and will be paid in sixty months. In its Proof of Claim (6-1), Millennium Bank asserts that it holds a security interest in the Debtor's assets in the amount of $913,897.26. In the event there are funds available for payment after all priority creditors have been paid in full Millennium Bank will receive payment up to the amount owed. Upon payment of the full of the secured claim of Millennium Bank, Millennium Bank shall release all security agreements against property of the Debtor. Class 2 consists of Allowed General Unsecured Claims. Debtor has 37 general unsecured creditors totaling a balance of $32,059,195.60. In the event there are funds available for payment after all secured and priority creditors have been paid in full, each Holder of Allowed Class 2 Claims shall be paid a pro rata share after the effective date. Class 2 is impaired under this Plan. All of the assets of the Debtor and this estate shall vest in the Debtor upon Confirmation of the Plan subject to the liquidation, terms and conditions of this Plan. If the Plan is confirmed under Section 1191(a) of the Bankruptcy Code, all payments will be made by the Debtor. However, if the plan is confirmed under Section 1191(b) of the Bankruptcy Code, all proceeds of liquidation shall be tendered to William B. Avellone, Sub-Chapter V Trustee for distribution. This Plan is self-executing. The Debtor shall not be required to execute any newly created documents to evidence the claims, liens or terms of repayment to the holder of any Allowed Claim, except for the Restructured Promissory Note and all other loan documents. A full-text copy of the Subchapter V Plan dated November 28, 2023 is available at https://urlcurt.com/u?l=MzK4Ke from PacerMonitor.com at no charge. Debtor's Counsel: Paul M. Bach, Esq. Bach Law Offices, Inc. P.O. Box 1285 Northbrook, IL 60065 Telephone: (847) 564-0808 Facsimile: (847) 564-0985 Email: pnbach@bachoffices.com About Titan Mechanical Titan Mechanical Corp. is a wholesaler of hardware, plumbing, heating equipment and supplies in Orland Park, Ill. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-11529) on Aug. 30, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. John Netzel, secretary, signed the petition. Judge A. Benjamin Goldgar oversees the case. Paul M. Bach, Esq., at Bach Law Offices, is the Debtor's bankruptcy counsel. TRI POINTE: S&P Upgrades ICR to 'BB' on Operating Momentum ---------------------------------------------------------- S&P Global Ratings raised its issuer credit rating and its issue-level rating on Tri Pointe Homes Inc. (TPH) and its senior unsecured notes to 'BB' from 'BB-'. The recovery rating on the notes remains '3'. S&P said, "The stable outlook reflects our forecast that debt to EBITDA will be below 2x for the next 24 months and debt to capital will trend toward 15%-20%. Strong earnings performance and a more diversified community count at the end of 2023 and into 2024 will help maintain leverage and a business profile commensurate with a 'BB' rating. "We expect closings to be stronger than the first half of 2024, as TPH's diversification offsets potential volatility in profits. We expect TPH will finish fiscal 2024 with more than 6,000 home closings. The company has diversified its community count and closings without using of fixed debt. We anticipate that by 2025, Texas will overtake California as the state with TPH's highest number of communities, effectively lowering its concentration in California. "While the company's geographic concentration was seen as a risk, we note recent strength in the California housing market contributed better earnings over the past several years. California's combination of low housing supply and robust demand allowed TPH to drive better margins and absorption pace in that state than its other geographic segments. Conversely, in a sustained economic downturn, the company's growing presence in markets outside of California such as Texas, the Carolinas, and other Western states could mildly offset any material negative impact on earnings and overall operating performance. "We also anticipate a deceleration of home price appreciation to about 7%, which when combined with higher closings, will increase total revenues approximately 10%. We expect its S&P Global Ratings'-adjusted EBITDA margin to decrease to the 14%-15% area in fiscal 2024 and 2025. "We believe TPH will maintain a debt-to-EBITDA ratio of below 2x over the next 24 months. We forecast EBITDA interest coverage of 7x-8x by the end of fiscal 2024 based on the company's adjusted debt of approximately $700 million. We forecast the company will generate EBITDA of roughly $520 million-$530 million in fiscal 2023 before rising to $550 million-$575 million in 2024. We expect margins to decline toward 14%-15% as mortgage rates remain higher for longer, and the company continues to use incentives to stimulate home closings. However, we believe TPH has retained the ability to generate revenues and leverage metrics commensurate with a 'BB' rating. "Housing starts will likely stall at current levels for the long term. This reflects the retrenchment of multifamily (rental vacancy rates have moved up in the last four quarters from its recent trough) while single-family starts grind upward. S&P Global economists revised their expectation for housing starts slightly down to 1.3 million in 2024 from 1.4 million, yet we forecast a small rebound to 1.4 million for 2025 and 2026. We also believe the challenging affordability backdrop will likely spur another reduction in existing home sales over the next 12 months, which could lead motivated sellers to revise their price expectations downward." While S&P Global economists anticipate a very shallow U.S. recession, the macroeconomic environment remains uncertain. The most pressing issue for the U.S. market will be the timing and pace of the Fed's monetary policy. As normalization in the product and labor markets continues, disinflation will endure, albeit unevenly. S&P continues to think that the Federal Reserve will hike federal funds rate by another 25 basis points (bps; likely December) before cuts start in mid-2024. The stable outlook reflects S&P's forecast that debt to EBITDA will be below 2x over the next 24 months, and debt to capital will trend toward 15%-20%. S&P could lower the rating over the next 12 months if EBITDA is lower than expected, causing debt to EBITDA to increase toward 3x or debt to capital to increase above 45%. This could occur if: -- Debt-financed land spending or shareholder returns increase adjusted debt toward $1.5 billion compared with our forecast of approximately $700 million; or -- A sharp regression in demand causes EBITDA to decline to less than $350 million, about a 30% drop from its forecasted 2023 adjusted EBITDA of about $525 million. S&P views an upgrade as unlikely over the next 12 months due to TPH's small revenue base compared with other 'BB+' rated homebuilder peers. However, S&P could raise the rating if the company: -- Exceeds S&P's growth expectations, such that its revenue base and closing volume is more in line with 'BB+' rated peers on an extended basis; and -- Keeps debt to EBITDA below 2x. S&P said, "Environmental factors are a moderately negative consideration in our credit rating analysis of TPH. The company is subject to a various local, state, and federal statutes, ordinances, rules, and regulations concerning health and environmental protection. We view TPH's ESG exposure as broadly in line with industry peers." TRIGGER TIME: Disposable Income to Fund Plan Payments ----------------------------------------------------- Trigger Time Indoor Shooting Range, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Mississippi a Subchapter V Plan of Reorganization dated November 28, 2023. The Debtor is a full service shooting range, which also holds classes for the training of use of guns, gun safety and instructions regarding concealed carry permits. The Debtor has a rather large amount of secured debt that it incurred at the inception of the business and that remains unpaid. When Covid hit, after the Debtor learned that Covid was not a short term problem or issue, it went to its major secured creditor to seek relief from debt service and perhaps a workout and extension of existing debt service terms. Unfortunately, no agreement was reached. When its secured creditor began foreclosure proceedings, the Debtor had no choice but to initiate this Chapter 11 case. Class 5 consists of General Unsecured Creditors. General Unsecured Creditors will receive the Debtor's projected disposable income over the life of the Plan. The Debtor's equity security holder will maintain his ownership of the Debtor. The Debtor's Plan will be implemented pursuant to the Plan and the order confirming it. The means for execution of the Plan will be derived from the Debtor's sales and income. A full-text copy of the Subchapter V Plan dated November 28, 2023 is available at https://urlcurt.com/u?l=ubNvho from PacerMonitor.com at no charge. Counsel for Debtor: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: (601) 427-0048 Fax: (601) 427-0050 Email: cmgeno@cmgenolaw.com About Trigger Time Trigger Time Indoor Shooting Range, Inc., is a family owned and operated gun store and indoor shooting range in Tupelo, Miss. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-12642) on Aug. 28, 2023, with $1 million to $10 million in both assets and liabilities. Greg Grissom, president, signed the petition. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC, is the Debtor's bankruptcy counsel. TRIUMPH GROUP: S&P Alters Outlook to Positive, Affirms 'CCC+ ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable and affirmed the 'CCC+' issuer credit rating on Triumph Group Inc. (Triumph). S&P expects management to remain focused on deleveraging the balance sheet; however, there remains some risk around the company's upcoming maturity of its 2025 unsecured notes. S&P said, "The positive outlook reflects our expectation that the company will begin to generate positive cash flow and leverage will improve to sustainable levels over the next year. We view improving financial performance as putting the company in a better position to address its upcoming debt maturity in August of 2025. "We expect strong demand across high-margin end markets to drive revenue growth over the next 12 months. Commercial air traffic has more than recovered from pandemic lows and new aircraft supply remains below demand, resulting in older aircraft remaining in service. High utilization of older aircraft has resulted in growing demand for higher-margin aftermarket services. Unplanned events, such as Pratt & Whitney's geared turbofan (GTF) issues, will also drive demand as older aircraft will remain active to support the lost capacity. Early deliveries of the 787 aircraft, which is high in Triumph content, are approaching their 10-year maintenance requirements within the next 12 months further supporting aftermarket demand. Given these market dynamics we expect aftermarket services to see sustained near-term growth. Aircraft original equipment manufacturers (OEM) build rates across all major commercial platforms are also expected to increase over the next 12 months, driving demand for Triumph-manufactured components. We expect the defense market, which makes up roughly 33% of Triumph's revenue base, to see modest growth. Though we expect U.S. defense budgets to remain at current levels for the next year or so, Triumph has augmented its military content, expanding offerings to gears and shafts, actuators, and other components related to highly utilized military platforms. We now expect revenue growth for the 2024 fiscal year to measure between 6% and 8% and between 8% and 10% in 2025. "We expect Triumph's credit metrics to improve gradually over the next 12 months. Favorable market dynamics coupled with management's focus on improving operating efficiency has allowed for EBITDA and margin improvement faster than anticipated. Management's efforts to improve operating efficiency include lean process improvement, establishing alternative sources for critical high-cost raw material, and adding inflationary pass-through clauses within customer and supplier contracts. These efforts have driven lower operating costs and improved pricing, allowing Triumph to realize higher EBITDA margins. We expect the second half of the fiscal year to see positive cash flows, due to efficiency gains and working capital contribution, including inventory burn off and faster AR receipts. We now expect credit measures to approach levels consistent with a higher rating, including free operating cash flow (FOCF) to debt to be between 0% and 2% for the 2024 fiscal year, improving to between 2.5% and 5% in 2025. We also expect leverage to improve due largely to EBITDA growth to between 8x and 8.5x for 2024, improving to 7.5x and 8x in 2025. "Triumph's liquidity is less than adequate as upcoming maturities loom. We view addressing the company's 2025 unsecured notes as a key to ratings improvement. The company's liquidity as of the end of its second quarter 2024 includes roughly $170 million of balance sheet cash and about $60 million in availability under an accounts receivable (AR) facility. We expect positive free cash flow over the next 12 to 24 months; however, not at the level that would allow Triumph to satisfy upcoming debt obligations. We anticipate the company will refinance some or all of its upcoming maturity before it becomes current. Through warrants, Triumph has been able to satisfy about $60 million of the debt since the start of the 2024 fiscal year, about $440 million remains outstanding. The incremental paydown illustrates management's commitment to deleverage the balance sheet; however, we believe the company will need to address the notes through the capital markets. "The positive outlook reflects our expectations that credit metrics will improve gradually over the next 12 months due to strong demand within high returning end markets, improved cash generation, and disciplined financial policy. We expect the aftermarket services end market to see strong sustainable demand across many key platforms for Triumph, while original equipment (OE) content also realizes significant growth due to increases in commercial aircraft build rates. We expect debt to EBITDA to measure below 8x early in fiscal year 2025, and FOCF to debt to improve beyond breakeven by the end of fiscal 2024. "We could revise our outlook to stable if FOCF to debt remains negative and we expect it to remain at such levels. This could occur if OEM build rates stall and maintenance, repair, and operations (MRO) demand softens due to a material weakening in air traffic or supply chain pressures increase. Additionally, if Triumph experiences difficulty refinancing its 2025 notes before they become current, we could take negative action including lowering the rating. "We could raise our rating if debt to EBTIDA falls below 8.0x and FOCF to debt is comfortably positive and we expect these metrics to remain at such levels and Triumph successfully addresses the upcoming debt maturities." Credit measure improvement depends on: -- Build rates for new aircraft keep ramping up and related aftermarket services demand remaining strong; -- Supply chain pressures easing faster than S&P anticipates. TROIKA MEDIA: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------- Lead Debtor: Troika Media Group, Inc. 25 West 39th Street, 6th Floor New York, New York 10018 Business Description: The Debtors operate a media advertising professional services company. The Debtors' core asset is their business segment run by Debtor Converge Direct, LLC, which TMG acquired in March 2022 for $125 million. Converge is a 17-year old data- and audience-centric media buying agency. Converge differentiates itself from the typical agency model in favor of deeper engagement with its clients and investing in its own lead generating activities. It provides complementary services such as advertising strategy and customized advertising campaigns, utilizing its proprietary attribution analytics software tool, Helix. Chapter 11 Petition Date: December 7, 2023 Court: United States Bankruptcy Court Southern District of New York Thirteen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Troika Media Group, Inc. (Lead Case) 23-11969 Converge Direct, LLC 23-11957 Converge Direct Interactive, LLC 23-11958 CD Acquisition Corp. 23-11959 Lacuna Ventures, LLC 23-11960 Mission Media USA, Inc. 23-11961 MissionCulture LLC 23-11962 Troika Design Group, Inc. 23-11963 Troika IO, Inc. 23-11964 Troika Mission Worldwide, Inc. 23-11965 Troika Production Group, LLC 23-11966 Troika Services, Inc. 23-11967 Troika-Mission Holdings, Inc. 23-11968 Judge: Hon. David S. Jones Debtors' Counsel: Brian S. Lennon, Esq. Jamie M. Eisen, Esq. Betsy L. Feldman, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York 10019 Tel: (212) 728-8000 Fax: (212) 728-8111 Email: blennon@willkie.com jeisen@willkie.com bfeldman@willkie.co Debtors' Investment Banker: JEFFERIES LLC Debtors' Financial Advisor: ARETE CAPITAL PARTNERS, LLC Debtors' Notice, Claims, Solicitation & Balloting Agent and Administrative Advisor: KROLL RESTRUCTURING ADMINISTRATION LLC Total Assets as of Oct. 31, 2023: $86,500,000 Total Debts as of Oct. 31, 2023: $130,700,000 The petitions were signed by G. Grant Lyon as president and interim chief executive officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YPDSY5Y/Troika_Media_Group_Inc__nysbke-23-11969__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Tom Marianacci, Maarten Alleged $9,346,504 Terry & Michael Carrano Acquisition Attn: Frank A. Oswald Obligations & c/o Togut, Segal & Segal LLP Related One Penn Plaza, Suite 3335 Litigation New York, NY 10119 Phone: (212) 201-5590 Email: FRANKOSWALD@TEAMTOGUT.COM - and - Sadiq Toama Attn: Robin Spigel c/o Allen & Overy LLP 1221 Avenue of the Americas New York, NY 10020 Phone: (212) 610-6300 Email: ROBIN.SPIGEL@ALLENOVERY.COM 2. Valassis Trade $5,774,492 15955 La Canterra Pkwy San Antonio, TX 78256 Attn: President or General Counsel Phone: (800) 437-0479 Email: CHRISTOPHER.FINNEY@VERICAST.COM 3. Google Trade $5,420,388 1600 Amphitheatre Pkwy Dept 33654 Mountain View, CA 94043 Attn: Sundar Pichai, CEO Tel: (650) 253-0000 Fax: (650) 253-0001 Email: MGRANETZ@GOOGLE.COM 4. Mspark - Mailsouth Trade $2,157,022 5901 Hwy 52 E Helena, AL 35080 Attn: Greg Bogich, CEO Phone: (205) 620-6316 Email: TRAMBO@MSPARK.COM 5. Kyle Hill Alleged Severance $1,894,000 The Law Offices of Obligations and Jeffrey G. Jacobs Related Litigation 15615 Alton Parkway, Suite 450 Irvine, CA 92618 Attn: Jeffrey G. Jacobs Tel: (949) 280-9612 Fax: (949) 450-9368 Email: JEFF@JGJESQ.COM 6. Print Mgmt Group Trade $1,471,274 31 West 34th Street 7th Floor #7017 New York, NY 10001 Attn: Joh Scalli, CEO Phone: (212) 213-1555 Email: HELEN@PMGINC.US.COM 7. Direct Agents Trade $1,313,293 149 Fifth Ave, FL 16 New York, NY 10010 Attn: Josh Boaz, Managing Director Phone: (212) 925-6558 Email: BRENDAN@DIRECTAGENTS.COM 8. The Trade Desk, Inc. Trade $1,168,310 42 N Chestnut St Ventura, CA 93001 Attn: Jeff Green, CEO Phone: (805) 585-3434 Email: JED.DEDERICK@THETRADEDESK.COM 9. MyMove LLC Trade $637,817 1101 Red Ventures Dr. Fort Mill, SC 29707 Attn: President or General Counsel Phone: (704) 971-2300 Email: MNUNEZ@REDVENTURES.COM 10. Microsoft Online Trade $627,203 6880 Sierra Center Pkwy Reno, NV 89511 Attn: Satya Nadella, CEO Tel: (775) 823-5600 Fax: (775) 337-3038 Email: JEMECO@MICROSOFT.COM 11. Meta Platforms Inc. - Facebook Trade $612,633 1601 Willow Road Menlo Park, CA 94025 Attn: Mark Zuckerberg, CEO Phone: (650) 543-4800 Email: FATIMATADELABU@META.COM 12. Val-Pak Direct Marketing Trade $609,123 1 Valpak Avenue North PO Box 945889 Saint Petersburg, FL 33716 Attn: Chris Cate, CEO Tel: (727) 287-0200 Fax: (727) 399-3061 Email: CATHI_KESSEL@VALPAK.COM 13. Homequote - GDMGROUP Trade $571,803 145 Queen's Road East Office A, 16/F Heng Shan Centre Hong Kong Attn: President or General Counsel Email: ARTEM.BEREGOVOY@HOMEQUOTE.IO 14. Small Falls Media Trade $533,275 9615 Geisler Road Eden Prairie, MN 55347 Attn: President or General Counsel Phone: (763) 458-6196 Email: KELLY@SMALLFALLSMEDIA.COM 15. 45 Main Associates LLC Alleged Breach $455,576 377 Broadway, 6th Floor of Lease and New York, NY 10013 Related Attn: Mark Krassner Litigation Tel: (212) 431-1300 Fax: (212) 965-2657 Email: MKRASSNER@BORAHGOLDSTEIN.COM 16. New York Times Trade $266,000 The Times Center The New York Times Building 620 Eight Avenue New York, NY 10018 Attn: Meridith Kopit Levien, CEO Phone: (212) 841-1000 Email: NYTCORPTEAM@NYTIMES.COM 17. Quantcast Trade $249,787 795 Folsom Street 5th Floor San Francisco, CA 94107 Attn: Konrad Feldman, CEo Tel: (415) 735-3206 Fax: (415) 738-2318 Email: MATTHEW.KOLBUSZ@QUANTCAST.COM 18. KSL, LLC DBA Props Trade $213,072 24 Turner Court Princeton, NJ 08540 Attn: Joseph Perello, CEO Phone: (917) 399-4122 Email: JOSEPH@PROPS.US 19. HIBU Trade $175,073 2201 Renaissance Blvd. King of Prussia, PA 19406 Attn: Kevin Jasper, CEO Phone: (610) 731-2530 Email: TASHA.HAMILL@HIBU.COM 20. ITSL - TMF Hong Kong Limited Trade $171,215 1 Matheson Street, Causeway Bay 31/F Tower Two, Times Square Hong Kong Attn: Mark Weil, CEO Phone: +852 31888333 Email: JOSH@ASK.LAW 21. W4 Holding Company (DMS) Trade $170,078 Dept LA. 23609 Pasadena, CA 91185 Attn: President or General Counsel Email: AEDRIS@DMSGROUP.COM 22. NIB Direct Trade $156,596 1084 N El Camino Real B-207 Encinitas, CA 92024 Attn: Elisa D'Amico, President Phone: (760) 527-2200 Email: BRANDON.MOORE@NIBDIRECT.COM 23. Thryv Trade $153,330 2200 West Airfield Drive P.O. Box 619810 DFW Airport, TX 75261 Attn: Jose Walsh, CEO Tel: (972) 890-7358 (972) 453-6690 Fax: (972) 453-0292 Email: SCOTT.KENNEDY@THRYV.COM; COLLEEN.GARDNER@THRYV.COM 24. Colony Bancorp of Malibu Lease $150,066 6161 Santa Monica Blvd, Suite #200 Hollywood, CA 90038 Attn: President or General Counsel 6161 Santa Monica Blvd, Suite #200 Hollywood, CA 90038 25. Alliance Franchise Brands Trade $128,138 1808 Avenue P Suite 101 Brooklyn, NY 11229 Attn: President or General Counsel Phone: (917) 992-9072 Email: DAVID@AWESOMEOFFERSINC.COM 25. Alliance Franchise Brands Trade $128,138 1808 Avenue P Suite 101 Brooklyn, NY 11229 Attn: President or General Counsel Phone: (917) 992-9072 Email: DAVID@AWESOMEOFFERSINC.COM 26. Plateau Data Services, LLC Trade $125,801 Dba Ratemarket 8123 Interport Blvd Ste A Englewood, CO 80112 Attn: President or General Counsel Phone: (310) 721-5469 Email: TNGUYEN@SUITEDCONNECTOR.COM 27. Mediaalpha Ventures, LLC Trade $112,453 Quotelab, LLC Dba Mediaalpha 700 S Flower St, Suite 640 Los Angeles, CA 90017 Attn: President or General Counsel Phone: (518) 637-2888 Email: MEGAN@MEDIAALPHA.COM 28. Everquote Trade $109,238 210 Broadway Cambridge, MA 02139 Attn: Jayme Mendal, CEO Phone: (855) 522-3444 Email: HLUCEY@EVERQUOTEAGENCY.COM 29. Berry Network Trade $107,196 2200 West Airfield Drive P.O. Box 619810 DFW Airport, TX 75261 Attn: President or General Counsel Phone: (866) 838-5079 Email: KIMBERLY.DEVITT@BERRYNETWORK.COM 30. Typhon Interactive LLC Trade $105,577 1712 Pioneer Ave., Suite 2329 Cheyenne, WY 82001 Attn: President or General Counsel Email: GINO@TYPHONINTERACTIVE.COM USLS ACQUISITION: Midcap Financial Marks $1.6MM Loan at 46% Off --------------------------------------------------------------- MidCap Financial Investment Corporation has marked its $1,608,000 loan extended to USLS Acquisition, Inc to market at $871,000 or 54% of the outstanding amount, as of September 30, 2023, according to Midcap Financial's Form 10-Q Report for the Quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission. Midcap Financial is a participant in a First Lien Secured Debt-Revolver Loan to USLS Acquisition, Inc. The loan accrues interest at a rate of 1% (SOFR+590) per annum. The loan matures on December 2, 2024. Midcap Financial Investment Corporation is a Maryland corporation incorporated on February 2, 2004. It is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. Apollo Investment Management, L.P. is the investment adviser and an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (AGM). Apollo Investment Administration, LLC, an affiliate of AGM, provides, among other things, administrative services and facilities for Midcap. USLS Acquisition, Inc. is formerly known as US Legal Support, Inc. It operates in the Legal Services industry. VILLAGE PET CARE: Midcap Financial Marks $6.5MM Loan at 79% Off --------------------------------------------------------------- MidCap Financial Investment Corporation has marked its $6,500,000 loan extended to Village Pet Care, LLC to market at $1,370,000 or 21% of the outstanding amount, as of September 30, 2023, according to Midcap Financial's Form 10-Q Report for the Quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission. Midcap Financial is a participant in a First Lien Secured Debt Loan to Village Pet Care, LLC. The loan accrues interest at a rate of 1% (SOFR+650) per annum. The loan matures on September 22, 2029. Midcap Financial Investment Corporation is a Maryland corporation incorporated on February 2, 2004. It is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. Apollo Investment Management, L.P. is the investment adviser and an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (AGM). Apollo Investment Administration, LLC, an affiliate of AGM, provides, among other things, administrative services and facilities for Midcap. Based in Utah, US, and founded in 2022, Village Pet Care, LLC operates as a pet care service company. WOLVERINE ENERGY: Liquidity Woes Cue CCAA Filing; E&Y Is Monitor ---------------------------------------------------------------- Wolverine Energy and Infrastructure Inc., Wolverine Equipment Inc., Wolverine Construction Inc., HD Energy Rentals Ltd., BHW Employment Services Inc., Flo-Back Equipment Inc., Liberty Energy Services Ltd., and Western Canadian Mulching Ltd. ("Wolverine Group") obtained protection under the Companies' Creditors Arrangement Act ("CCAA") pursuant to an Order ("Initial Order") of the Court of King's Bench of Alberta ("Court"). Ernst & Young Inc. was appointed pursuant to the CCAA as the Monitor. Wolverine Group said it requires the stability of the CCAA proceedings to build up its accounts receivable, which significantly increase each January through March, to restructure and liquidate its businesses and assets, as necessary, and to prepare and present a plan of arrangement and compromise. The cyclical nature of Wolverine Group's business, along with high interest rates, Wolverine Group's ongoing legal disputes, forest fire-related disruptions and slowing economic conditions have caused Wolverine Group to be in the midst of a liquidity crisis. Currently, Wolverine Group is in its low season, with minimal accounts receivable, and significant secured and unsecured debt. Moreover, these challenges are exacerbated by the additional costs associated with the seasonal increase in work that commences each January. As of Nov. 24, 2023, Wolverine Group had total liabilities of $92,300,000, including close to $16,630,000 owing to Canadian Western Bank, pursuant to an approximately $12,810,000 secured line of credit and an approximately $3,820,000 Export Development Canada loan, close to $55,000,000 owing to Fiera Private Debt Fund V LP and Fiera Private Debt Fund VI LP, and a $10,000,000 loan payable to the Alberta Investment Management Corporation. Counsel for Wolverine Group: Bennett Jones LLP Attn: Michael Selnes, Esq. Keely Cameron, Esq. 4500, 855 - 2nd Street S.W. Calgary, Alberta T2P 4K7 Tel.: 403-298-3311/3324 Fax.: 403-265-7219 Email: selnesm@bennettjones.com cameronk@bennettjones.com Monitor can be reached at: Ernst & Young Inc. Attn: Neil Narfason Matt Hanrahan Calgary City Centre 2200, 215 - 2nd Street SW Calgary, Alberta T2P 1M4 Tel: 403-206-5067 / 403-206-5307 Fax: 403-206-5075 Email: neil.narfason@parthenon.ey.com Matt.hanrahan@parthenon.ey.com Counsel for the Monitor: Torys LLP Attn: Kyle Kashuba 525 - 8th Avenue SW, 46th Floor Eight Avenue Place East Calgary, Alberta, T2P 1G1 Tel: 403-776-3744 Email: kkashuba@torys.com https://www.ey.com/ca/WolverineEnergy Wolverine Energy and Infrastructure Inc. is a diversified energy and infrastructure service provider in Western Canada and the United States. It is in the business of water management, energy rentals and services, environmental clearing and construction production testing, production rentals in Canada, as well as production testing and rentals in the USA. XPO INC: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable --------------------------------------------------------- Fitch Ratings has affirmed XPO, Inc and XPO CNW, Inc's (collectively XPO) Long-Term (LT) Issuer Default Rating (IDR) at 'BB+', the ABL facility at 'BBB-'/'RR1', senior secured term loan and notes at 'BBB-'/'RR2' and senior unsecured notes at 'BB+'/'RR4'. Fitch has also assigned ratings to the new senior secured term loan of 'BBB-'/'RR2' and new senior unsecured notes of 'BB+'/'RR4'. The Rating Outlook is Stable. The ratings consider XPO's agreement to purchase select assets that were formerly operated by Yellow Corp. The transaction allows XPO to accelerate its growth strategies with improved access to attractive service areas and network optimization. The operational benefits are weighed against the incremental debt financing and mild execution risk in standing up the purchased terminals as they reach run-rate utilization over a six to 12-month period. FCF generation is likely to be constrained despite improving operating profitability, driven by strategic capex for fleet and facilities at levels that may be above its previous plans over the medium term. EBITDAR and EBITDA Leverage metrics of 3.2x and 3.0x, respectively, are at the high end of rating tolerance in 2024 before trending to the mid-2.0x in 2025. The ratings are also predicated on Fitch's belief that XPO will prioritize internal operating improvements that support a recovery in its FCF profile and that capital allocations plans will support near-term deleveraging. KEY RATING DRIVERS Rating Considerations: XPO's ratings reflect its top-three market position within the less-than-truckload (LTL) industry, returns-based investments in network and fleet capacity, efficiency-enhancing productivity initiatives, and expectation that financial policies and capital allocation plans targeting net leverage in the 1.0x-2.0x range will be adhered to going forward. The strengths are weighed against execution risks associated with realizing operational improvement initiatives and integrating the asset purchases. While Fitch does not currently assume an exit, the divestiture of XPO's European operations is another opportunity to deleverage. Asset Purchases and Execution in Focus: The asset purchases add a significant number of doors to XPO's network, accelerating expansion in difficult-to-access markets and supporting further network cost optimization. The buy vs build strategy also accelerates the timeline to stand up new facilities though the benefits are subject to execution risks of getting the facilities operating in a timely manner. XPO is still progressing on its LTL 2.0 plan, which made good headway in 2023 realizing above market performance in yields excl. fuel and volumes while the company improved its claims ratio and executed on yield and cost saving initiatives. Execution in line with management's expectations would be upside to Fitch's current forecast, which considers temperance in driving volume, yield and cost structure improvement through the 2027 timeframe, and support a stronger cash flow profile as well as accommodate investment and deleveraging goals. Fitch assumes mid-single digit revenue growth and EBITDA margins improving to the mid-teens through 2025, up from 12% in 2022. Capex Constrains 2023-2024 FCF: Despite expectations of rising profitability, XPO had raised capex plans for the next few years before the Yellow asset purchases. Fitch forecasts FCF to be in the negative $50 million - $100 million range through 2024 before returning to the low-single digits as a percentage of revenue. Concerns of a constrained cash flow profile are moderated by the flexibility of its heightened capex program allowing it to return to positive FCF, should the need arise. Investment includes a mix of cost optimization and growth initiatives spanning fleet age, trailer capacity and adding new doors at LTL terminals. Fitch assumes capital intensity of around 9%-10% through 2025, which includes repair and maintenance-related capex for asset purchases, and is above maintenance-level capital intensity in the mid-single digits. Leverage Temporarily in the Low-3.0x: Fitch expects EBITDA leverage and EBITDAR leverage to range in the low-3.0x in 2024, fairly in line with PF23 and FY22 levels, before trending to the mid-2.0x in FY2025. Leverage forecast to be temporarily elevated for the rating level in 2024 though Fitch expects progress on its LTL 2.0 plan, more favorable market conditions after the freight market downturn in 2023, and expectation that XPO will be focused on deleveraging subsequent to the asset purchases moderates leverage concerns. Further a divestiture of the European Transport business, which generates nearly $170 million of EBITDA, could accelerate deleveraging ahead of Fitch's expectations. Established Market Position: XPO is a top three LTL operator by revenue in North America and its established network supports its market position and creates some barriers to entry. The LTL market is fairly consolidated with the top five operators making up roughly 50% of the market. Fitch believes this, as well as its incremental operational complexities, supports pricing rationality, which is relatively stronger than truckload markets. Competition is also based on service levels, which is an area XPO plans to continue to improve upon. While XPO's European transport platform holds regional leadership positions, that market is fragmented and relatively less profitable. LTL Cyclical Yet Resilient: The trucking industry is cyclical, reflecting the high exposure to industrial and consumer markets that can weigh on volumes and yields. Through the most recent business cycles, industry volumes have been the most affected while yields, excluding fuel, were relatively steady. Fitch believes this reflects the industry's focus on profitability through the cycle. Pricing stability through business cycles is also supported by the contracted nature of XPO and other operators, though tenors typically only last for one year. Fitch expects the profitability of the LTL industry to be relatively resilient through business cycles due to its comparative rationality and vital nature of the service to the economy's supply chains. DERIVATION SUMMARY Fitch compares XPO with other trucking peers such as Forward Air Corp (FWRD; BB-/Stable) and TFI International (TFI; NR), as well as other transportation peers including The Brink's Company (BCO; BB+/Negative) and Stericycle (SRCL; BB/Positive). XPO and TFI are large LTL operators, both top five by revenue, while FWRD is focused on premium expedited LTL freight. The three move a mix of industrial and consumer freight and are subject to cyclicality associated with end market demand and capacity cycles. TFI now has a more diverse set of operations and occupies a market leading position in Canada. FWRD has been in the process of making a large acquisition, which is likely to lead to EBITDA leverage in the mid-3.0x through 2024, though this is down from the high-4.0x on a PF23 basis. TFI on the other hand, has historically managed to the mid-1.0x to low-2.0x, and demonstrated capacity to manage at this level through the occasional large acquisition. BCO benefits from a relatively steady demand and cash flow profile, owing to the necessity and highly contracted nature of cash management collection and services. Similarly, SRCL's medical waste and document shredding businesses are expected to demonstrate a good degree of cyclical stability. Both occupy leading market position in their respective markets. SRCL's leverage is strong for its rating level around 3.0x though it is continuing to work through operational challenges and initiatives that present risks to tis cash flow profile and rating. BCO leverage was pushed to 4.0x in 2022 through a combination of debt-funded M&A and share repurchase actions. XPO, Inc and its subsidiary, XPO CNW, Inc., are rated on a consolidated basis given the lack of legal separation as upstream guarantees are in place, and the full control that XPO, Inc. exercises over XPO CNW, Inc. given its operational and strategic significance. KEY ASSUMPTIONS - Revenue growth is fairly flat in 2023 followed by mid-single digit growth in the medium term and largely led by yield as XPO realizes benefits from its LTL 2.0 plan; - EBITDA margin is flat in 2023 at 12% and improves toward the mid-teens over the next two years as growth and profitability initiatives support underlying margin expansion. The new facilities are expected to be margin accretive; - Capital intensity is elevated around 9%-10% through the medium term, above maintenance level capital intensity in the mid-single digit; - Subsequent to the purchases, XPO prioritizes deleveraging toward its target 1.0x-2.0x net leverage target and executing on organic initiatives over continuing to pursue M&A or shareholder returns. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Solid execution on XPO's LTL 2.0 growth and margin expansion targets supporting stronger CFO-Capex/Debt, above the mid-single digits; - Adherence to a capital allocation plan that reduces gross debt and retains financial flexibility; - Financial policies remain supportive of mid-cycle EBITDAR Leverage and EBITDA Leverage sustained below 2.5x and 2.0x, respectively; - Transition to a less encumbered capital structure. Factors that could, individually or collectively, lead to negative rating action/downgrade: - A less conservative financial policy that leads to EBITDAR Leverage and EBITDA Leverage sustained above 3.0x and 2.5x, respectively; - A deviation from capital allocation plans, such as initiating a large dividend or M&A strategy, that restricts financial flexibility; - A change in strategy or operating challenges that increases the variability or constrains XPO's cash flow profile. LIQUIDITY AND DEBT STRUCTURE Comfortable Liquidity: At Sept. 30, 2023 XPO had comfortable liquidity with $355 million of cash and $589 million of availability under its ABL facility, which has commitments of up to $600 million. The bond issuance as well as new term loan financing are expected to be used to fund the asset purchases as well as refinance the existing $112 million of senior unsecured notes due 2025. The next maturity will be the ABL facility in 2026. ISSUER PROFILE XPO is a leading provider of freight transportation services. It focuses on LTL shipments within its North American footprint. In its European business it provides LTL, truckload and brokerage services. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- XPO CNW, Inc. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ XPO, Inc. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ New Rating RR4 senior secured LT BBB- New Rating RR2 senior unsecured LT BB+ Affirmed RR4 BB+ senior secured LT BBB- Affirmed RR2 BBB- senior secured LT BBB- Affirmed RR1 BBB- XPRESS MEDIA: Owner to Fund Plan Payments ----------------------------------------- Express Media Printing LLC submitted a Chapter 11 Plan of Reorganization and a Disclosure Statement. The Debtor is a Limited Liability Corporation registered with the State of Florida on November 2, 2016, which has a registered address at 18200 NW 4th Ave, Miami, FL 33169. Since 2016, the Debtor has been in the business of owning and operating 2 commercial buildings in Broward County, Florida. The first property is located at 400-420 N State Rd 7 (acquired October 6, 2017), and the other is located at 748 NW 2nd Rd, Ft Lauderdale, FL 33311 (acquired May 22, 2022). The Debtor owns the commercial buildings, but does not otherwise conduct business on its own. It is supported by the principal owner of the Debtor, Ricardo Rutherford, both personally and through his other entity, Rick Prints, along with occasional help from his family when needed. The Debtor continues to work on the property located at 400-420 S State Rd 7 to comply with the City of Plantation code violations. More specifically, the Debtor has installed irrigation, landscaping, exterior lighting with plans of repaving the parking lot in the immediate near future. The Debtor plans to move business operations for Rick Prints into the commercial building upon completion of all required work following violation clearance and issuance of a business permit from the city. The Debtor may employ an accountant for preparing and filing necessary corporate and state tax returns and any state sales and use filings, if any are required. Ricardo Rutherford may pay for those services separately from the Debtor. The Debtor's estate assets consist of the following: 1. The commercial building and adjacent parking lot located at 400-420 S State Rd 7, Plantation, FL 33317 was valued at $807,740 using the county property appraiser's fair market valuation. 2. The commercial building located at 748 NW 22 Rd, Ft Lauderdale, FL was valued at $807,740 using the county property appraiser's fair market valuation. 3. Printer valued by Debtor based on estimated re-sale on open market. 4. A banner machine, shirts, banners, vinyl material was valued based on estimated re-sale on open market. There is a pending, but stayed, foreclosure action by the City of Plantation for the aforementioned code violations. The Debtor will be seeking a reduction of the fines following full compliance with the violations and getting cleared of same. The Debtor, by and through its agents, affiliates, owners plan to relocate it's operations into the 400-420 S State Rd 7 commercial property with expectations of increased revenue and financial stability in order to fund the Chapter 11 Plan. Class 1 consists of secured claim of City of Plantation total $356,000. Creditor will receive $7,165.7 per month for 60 months plus interest rate of 7.69%. The creditor will be paid in full. Class 1 is unimpaired. There are no general unsecured creditors. The Plan will be funded by third party sources. Specifically, the Plan will be funded by the principal owner through individual lease rent payments received from the commercial building located at 748 NW 22 Rd, Ft Lauderdale, FL 33311 in the amount of $2,100 and $2,500, respectively. In addition, the principle owner of the Debtor operates a separate and independent company which grosses on average $12,000 per month. The principal owner's father will also assist in providing funding during any months which require his assistance to ensure the monthly Plan payments are timely made. Lastly, the principal of the Debtor plans to begin operating his separate companies within the property located at 400-420 S State Rd 7, Plantation, FL 33317 once the City of Plantation code enforcement lien has been cleared, a business license has been issued and he is able to conduct business at this desirable and high visibility and trafficked location on State Road 7 street. He anticipates substantial growth of that company over the upcoming years as further ability to fund the plan. A copy of the Disclosure Statement and Chapter 11 Plan of Reorganization dated December 1, 2023, is available at https://tinyurl.ph/TtkjB from PacerMonitor.com. About Xpress Media Xpress Media owns a commercial building and adjacent parking lot located at 400-420 S State Rd 7, Plantation, FL valued at $807,740. The Debtor also owns another commercial building located at 748 NW 22 Rd, Ft Lauderdale, FL valued at $368,360. Xpress Media Printing LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-18258) on Oct. 10, 2023. The petition was signed by Ricardo T. Rutherford as manager. At the time of filing, the Debtor estimated $1,179,000 in assets and $356,000 in liabilities. Judge Laurel M. Isicoff presides over the case. Drake Ozment, Esq. at OZMENT LAW, PA, is the Debtor's counsel. YAK ACCESS: Midcap Financial Marks $5MM Loan at 76% Off ------------------------------------------------------- MidCap Financial Investment Corporation has marked its $5,000,000 loan extended to Yak Access LLC to market at $1,188,000 or 24% of the outstanding amount, as of September 30, 2023, according to Midcap Financial's Form 10-Q Report for the Quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission. Midcap Financial is a participant in a First Lien Secured Debt-Revolver Loan to Yak Access LLC. The loan accrues interest at a rate of 1% (SOFR+486) per annum. The loan matures on September 10, 2027. Midcap Financial Investment Corporation is a Maryland corporation incorporated on February 2, 2004. It is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. Apollo Investment Management, L.P. is the investment adviser and an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (AGM). Apollo Investment Administration, LLC, an affiliate of AGM, provides, among other things, administrative services and facilities for Midcap. Yak Access LLC provides construction services. 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