/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/231218.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, December 18, 2023, Vol. 27, No. 351 Headlines ADVANCED MEDICAL: Case Summary & Five Unsecured Creditors AEQUOR MGT: Unsecureds Will Get 2% of Claims in Liquidating Plan AGS PRO: New Value Contribution & Available Cash to Fund Plan AINOS INC: Implements 1-for-5 Reverse Stock Split ALEXA & ROGER: Gerard Luckman Named Subchapter V Trustee AMYRIS INC: Cleared to Solicit Chapter 11 Bankruptcy Plan Votes ANCHOR HOMES: Jennifer Bennington Named Subchapter V Trustee ATHABASCA OIL: S&P Affirms 'B' ICR on Strong Financial Metrics AULT ALLIANCE: Eliminates Series B Convertible Preferred Stock AVINGER INC: Nasdaq Changes Hearing Date to Feb. 20 BANNEKER SUPPLY: Unsecureds Will Get 5% of Claims over 5 Years BAUDAX BIO: Management Raises 'Going Concern' Doubt BEAR HAVEN: Unsecureds to be Paid in Full via Quarterly Payments BUZZ FINCO: Moody's Affirms 'B1' CFR, Outlook Stable CAPSTONE GREEN: Deregisters Unsold Securities Following Ch. 11 OK CDW CORP: Moody's Alters Outlook on 'Ba1' CFR to Positive CLARIOS GLOBAL: S&P Alters Outlook to Positive, Affirms 'B+' ICR DANIELS PARTNERS: Todd Hennings of Macey Named Subchapter V Trustee DIOCESE OF SACRAMENTO: To Seek Chapter 11 Protection by March 2024 EAGLE MECHANICAL: Creditors to Get Proceeds From Liquidation EAST TEXAS MACHINING: Case Summary & 20 Top Unsecured Creditors EMERGENT BIOSOLUTIONS: Posts $263.4 Million Net Loss in 3rd Quarter EXTREME CUSTOMS: Case Summary & 20 Largest Unsecured Creditors FTX GROUP: Grayscale Wants to End Alameda's Force Redemption Bid FTX GROUP: Says It Doesn't Need to Pay $24 Billion IRS Tax Bill GUARDIAN CV1: Case Summary & Nine Unsecured Creditors GUARDIAN CV2: Case Summary & Seven Unsecured Creditors HAWAIIAN HOLDINGS: Moody's Puts 'Caa1' CFR on Review Uncertain HELLO ALBEMARLE: U.S. Trustee Appoints Creditors' Committee HENDRIX FARMING: Robert Byrd Named Subchapter V Trustee HOODSTOCK ENTERPRISES: Unsecureds to Get Full Payment Plus Interest IMEDIA BRANDS: Unsecured Creditors Say Chapter 11 Releases Unfair INTERPACE BIOSCIENCES: Robert Gorman Quits as Director and Chairman INVERSIONES LATIN AMERICA: Noteholders File Rule 2019 Statement INVESTWING CAPITAL: Voluntary Chapter 11 Case Summary IRONNET INC: $10MM DIP Loan from ITC Global OK'd IRONNET INC: Amends Plan to Include IronNet Unsecured Note Claims IRONNET INC: To Seek Plan Confirmation on Jan. 18, 2024 KASPIEN HOLDINGS: Delays Form 10-Q for Quarter Ended Oct. 28 KCIBT HOLDINGS: S&P Downgrades ICR to 'CCC-', Outlook Negative KNIGHT HEALTH: Moody's Cuts CFR to Caa2 & Alters Outlook to Stable KODIAK TRUCKING: Case Summary & 20 Largest Unsecured Creditors KORO KORO: Jan. 16 Disclosure Statement Hearing Set LIFEPOINT HEALTH: S&P Alters Outlook to Stable, Affirms 'B' ICR LILIUM N.V.: Regains Compliance with Nasdaq Bid Price Requirement LPI LLC: Unsecureds Will be Paid in Full With Interest in Plan LUCAS MACYSZYN: Contributions & Disposable Income to Fund Plan MACY'S INC: Akrhouse, Brigade Mount $5.8-Billion Buyout Bid MARINE ELECTRIC: Involuntary Chapter 11 Case Summary MARYLAND HEIGHTS: S&P Affirms 'BB+' Long-Term Rating on 2015 Certs MATRIX HOLDINGS: S&P Lowers ICR to 'D' on Missed Interest Payment MCMILLAN-WARNER MUTUAL: A.M. Best Cuts Fin. Strength Rating to B- MILE HI TRANSPORTATION: Unsecureds Will Get 100% in 5 Years MJS CAPITAL: Drew McManigle Named Subchapter V Trustee MOLEKULE GROUP: Mack Says Plan Violates Absolute Priority Rule NB LOFT VUE: Updates Liquidating Plan Disclosures NEAR INTELLIGENCE: Proposes Sec. 363 Sale, Files Liquidating Plan NORTHEAST GROCERY: Fitch Assigns 'BB+' Rating on Secured Term Loan NP WILDCAT TIC 1: Case Summary & Three Unsecured Creditors OSHKOSH REFURB: Voluntary Chapter 11 Case Summary PEACE EQUIPMENT: Amends Hidalgo County Secured Claim Pay PEARL INC: Proposes Immaterial Modifications to Plan PENNSYLVANIA REAL ESTATE: $60MM DIP Loan Has Interim OK PENNSYLVANIA REAL ESTATE: Owner Ok'd to Tap $30M of $60M Loan PENNSYLVANIA REAL ESTATE: Paul Hastings, YCS&T Advise Lenders PM GENERAL PURCHASER: S&P Alters Outlook to Pos., Affirms 'B-' ICR POTRERO MEDICAL: Unsecureds Will Get 100% of Claims in Plan PROPERTY ADVOCATES: Says Current Case Load to Fund Firm's Plan PROSPECT 631: Jolene Wee of JW Infinity Named Subchapter V Trustee PWM PROPERTY: SL Green Asks 2nd Cir. to Confirm $185M Award QST INGREDIENTS: Unsecureds to Get 0.71 Cents on Dollar in Plan QUINCY HEALTH: S&P Upgrades ICR to 'CCC-', Outlook Negative REFRESH2O WATER: Unsecureds Will Get 5% of Claims in Plan RUSS NOYES ROOFING: Jerrett McConnell Named Subchapter V Trustee SAGE INT'L: Moody's Gives Ba2 Underlying Rating to 2024A/B Bonds SAKTHI LLC: Case Summary & 17 Unsecured Creditors SHORT FORK DEVELOPMENT: Robert Byrd Named Subchapter V Trustee SHORT FORK FARMS: Robert Byrd Named Subchapter V Trustee SPORTS AND FITNESS: Voluntary Chapter 11 Case Summary STEEL METHOD: Case Summary & 20 Largest Unsecured Creditors SUMMIT BEHAVIORAL: Moody's Affirms 'B3' CFR, Outlook Stable SWING AWAY: Case Summary & 20 Largest Unsecured Creditors TACO BUS 01 LLC: Commences Subchapter V Bankruptcy Protection TOPAZ SOLAR: S&P Alters Outlook to Positive, Affirms 'BB-' ICR TRANSOCEAN LTD: Secures $251M Contract With OMV Petrom TRAXCELL TECHNOLOGIES: Gets OK to Tap Ramey LLP Litigation Counsel TRI-STATE OUTDOORS: John Whaley Named Subchapter V Trustee TRINITY INDUSTRIES: Moody's Affirms 'Ba2' CFR, Outlook Stable UETEK: Disposable Earnings to Fund Plan Payments USI INC: Moody's Rates New $620MM Senior Unsecured Notes 'Caa1' USI INC: S&P Rates New $620MM Senior Unsecured Notes 'CCC+' VANSHI LLC: U.S. Trustee Unable to Appoint Committee VBI VACCINES: Further Extends Forbearance With Lenders to Dec. 26 VITAL PHARMACEUTICALS: Former CEO Is Safe in Equity Sale,Says Judge VTV THERAPEUTICS: Regains Compliance With Nasdaq Bid Price Rule WORTHY VENTURES: Voluntary Chapter 11 Case Summary XD INDUSTRIES: Case Summary & 12 Unsecured Creditors [*] Pittsburgh Sees Chapter 11 Filings Increase in 3rd Quarter [*] Small Business Bankruptcies Are Rising in the U.S. ********* ADVANCED MEDICAL: Case Summary & Five Unsecured Creditors --------------------------------------------------------- Debtor: Advanced Medical GI PC 1800 Alexander Bell Drive Suite 515 Reston, VA 20191 Business Description: The Debtor is a medical group practice located in Reston, VA that specializes in gastroenterology. Chapter 11 Petition Date: December 15, 2023 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 23-12056 Debtor's Counsel: Kermit A. Rosenberg, Esq. WASHINGTON GLOBAL LAW GROUP, PLLC 1701 Pennsylvania Avenue, NW Suite 200 Washington, DC 20006 Tel: 202-683-2014 Fax: 202-580-6559 Email: krosenberg@washglobal-law.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by R. Allen Blosser, MD 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/DM7SQNQ/Advanced_Medical_GI_PC__vaebke-23-12056__0001.0.pdf?mcid=tGE4TAMA AEQUOR MGT: Unsecureds Will Get 2% of Claims in Liquidating Plan ---------------------------------------------------------------- Aequor MGT, LLC and Aequor Holdings, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Texas a Disclosure Statement in support of Amended Joint Non-Consolidated Plan of Liquidation dated December 11, 2023. Aequor Holdings was established in 2016 to serve as a holding company for investments made by Mr. David Durrett and his family. As of the Petition Date, the primary asset of Aequor Holdings was the Proterra Interests, and the resulting Proterra Causes of Action. Aequor MGT was established in 2014 to build, own and operate a frac sand mine in Van Horn, Texas known as the Burro Mine. The primary asset of Aequor MGT as of the Petition Date was the Burro Mine, which consists of more than 5,500 acres of land and certain mining equipment, some of which is in the possession of ITX (defined in the Plan as the ITX Equipment) and some of which remains on the Burro Mine. Despite an initial belief that the Debtors may be able to reorganize, the Debtors have decided to liquidate themselves and their assets. The primary assets of Aequor Holdings are the Proterra Interests and the Proterra Causes of Action, while the primary assets of Aequor MGT are the Burro Mine and the ITX Equipment (consisting of mining equipment in the possession of ITX) and the Remaining MGT Equipment (consisting of land and mining equipment). Most of these assets, except the Proterra Causes of Action, are subject to one or more liens. The Plan is the result of extensive negotiations between the Debtors and Castlelake, their largest creditor and their largest secured creditor. The Plan also represents a compromise between the Debtors and certain insiders, including ITX and David Durrett, with respect to certain constructively fraudulent transfer claims and potential preference claims that may be asserted by the Debtors against these insiders to avoid and recover certain transfers made by the Debtors to them. As a result of these negotiations, these insiders (defined as the Released Parties) will pay $2,000,000.00 to the Debtors in exchange for releases, which Settlement Funds are split 36.99% to Aequor Holdings and 63.01% to Aequor MGT, and they will waive any payments under the Plan. The Proterra Interests are transferred to Castlelake (subject to certain conditions and a potential disclaimer thereof by Castlelake), and the Proterra Causes of Action may be prosecuted (but need not be prosecuted) by Aequor Holdings, at its burden and expense, for the benefit of Castlelake and David Durrett. With respect to the assets of Aequor MGT, the ITX Equipment is transferred to ITX in satisfaction of its liens and claims, and the Burro Mine is to be sold to satisfy tax claims and liens and the remaining secured claim of Castlelake (while any Secured Tax Claims attributable to the business personal property at the Burro Mine are assumed and paid by ITX). The Debtors do not receive a discharge under the Plan and the Debtors will wind-down their affairs and liquidate under the Plan and applicable Texas law. However, they remain in existence pending their liquidation, including to prosecute and liquidate the Proterra Causes of Action. Furthermore, various injunctions in the Plan protect the assets of the Debtors to ensure that those asserts are liquidated, and proceeds paid, only as provided for in the Plan. Class 6 consists of Unsecured Claims. These Claims, to the extent Allowed, would be paid pro-rata from any remaining funds not subject to a lien, mostly in the form of the Settlement Funds remaining at each Debtor after payment of higher priority Claims (including Professional Claims). Unsecured Creditors are projected to receive a distribution of approximately 2% of their Allowed Claims. All Claims of Castlelake, including its Unsecured Claims, are Allowed under the Plan in the amounts asserted on Castlelake's proofs of claim. Class 7 consists of Equity Interests. All Equity Interests in the Debtors are retained as of the Effective Date for the sole purpose of winding down and liquidating the Debtors. In no event shall any dividends, distributions, or other payments on account of Equity Interests be made under the Plan or from such liquidation. Equity Interests shall receive nothing under the Plan and are worthless, but are being retained solely to ensure the proper wind-down and liquidation of the Debtors under Texas law and for purposes of prosecuting the Proterra Causes of Action and any other Causes of Action that the Debtors and the Estates may hold. The Plan is funded in part by the Settlement Funds, amounting to $2,000,000.00. In exchange for paying these funds and for releasing their claims against the Debtors, these insiders, defined in the Plan as the Released Parties, receive releases of all claims and causes of action that the Debtors and the Estate may have against them. The Plan is conditioned on the Settlement Funds being paid and it cannot become effective without that. The Debtors and Castlelake are in the process of interviewing brokers regarding the sale of the Burro Mine. They expect to retain a broker to sell this asset by the end of 2023. The timing of such sale is uncertain due to the lack of comparable transactions in proximity to the Burro Mine. Net proceeds of the sale will be used to pay Secured Tax Claims and the Secured Claim of Castlelake against Aequor MGT. A full-text copy of the Disclosure Statement dated December 11, 2023 is available at https://urlcurt.com/u?l=mtnDVE from PacerMonitor.com at no charge. Attorneys for the Debtors: Davor Rukavina, Esq. Thomas D. Berghman, Esq. MUNSCH HARDT KOPF & HARR, P.C. 3800 Ross Tower 500 N. Akard Street Dallas, TX 75202-2790 Telephone: (214) 855-7500 Facsimile: (214) 978-4375 About Aequor Mgt Aequor Mgt, LLC -- https://BurroSand.com/ -- claims to be the lowest cost producer of 100 Mesh frac sand in the Permian Basin serving oil and gas producers. The company is based in Tyler, Texas. Aequor Mgt and Aequor Holdings, LLC filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Lead Case No. 23-60010) on Jan. 5, 2023. Aequor Mgt scheduled $57.7 million in total assets against $90.7 million in total liabilities. Judge Joshua P. Searcy oversees the cases. The Debtors are represented by Davor Rukavina, Esq., at Munsch Hardt Kopf & Harr, P.C. AGS PRO: New Value Contribution & Available Cash to Fund Plan ------------------------------------------------------------- AGS Pro, Inc., filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement describing Chapter 11 Plan of Reorganization dated December 11, 2023. The Debtor provides security services throughout the United States and internationally with strategic alliance partnerships. The Debtor's services include commercial security, estate security and special events. Commencing in October 2018, Allied Universal Security Services caused four lawsuits to be filed in federal and state court in New York and California against the Debtor and others (collectively, the "Lawsuits") in the name of its newly-purchased subsidiary, USSA and USSA's subsidiary, Andrews International Government Services, Inc. ("AIGS"). The suits were filed in the wake of the resignation of Randy Andrews (the father of AGS' CEO, Lee Andrews), as Chief Executive Officer of AIGS and Chief Security Officer of U.S. Security Associates, Inc. ("USSA"). As a result of the Lawsuits and, ultimately, the USSA Judgment, the Debtor found itself in need of bankruptcy relief and determined that reorganization under Chapter 11 of the Bankruptcy Code was the best option for the Debtor, its clients, and creditors. The Estate's primary assets of value consist of (a) cash on hand, (b) accounts receivables, and (c) vehicles and equipment. Class 1 consists of General Unsecured Claims (other than the USSA Claim). In full and complete payment, satisfaction, settlement, release, discharge, and extinguishment of the Claims in this Class, Class 1 and Class 2 Claims will, collectively, receive pro rata distributions from the Fund payable over a period of 5 years following the Effective Date, without interest, in equal quarterly installments, with the first payment to be made only: (1) after administrative claims and priority unsecured claims are paid in full; and (2) after there has been a final resolution with respect to the USSA Judgment and the USSA Claim, including the appeal of the USSA Judgment is fully resolved, rendering the USSA Judgment final, and the USSA Claim Allowed. The allowed unsecured claims total $6,707,853.67. Class 2 consists of the Allowed General Unsecured Claim of USSA. In full and complete payment, satisfaction, settlement, release, discharge, and extinguishment of the Claims in this Class, Class 1 and Class 2 Claims will, collectively, receive pro rata distributions from the Fund payable over a period of 5 years following the Effective Date, without interest, in equal quarterly installments, with the first payment to be made only: (1) after administrative claims and priority unsecured claims are paid in full; and (2) after there has been a final resolution with respect to the USSA Judgment and the USSA Claim, including the appeal of the USSA Judgment is fully resolved, rendering the USSA Judgment final, and the USSA Claim Allowed. The allowed unsecured claims total $20,593,734. On account of the New Value Contribution, on the Effective Date, the Equity Interests existing as of the Petition Date, shall, at the election of Lee Andrews, be: (1) reinstated, or (2) cancelled without Lee Andrews receiving any payment or distribution, with 100% of the new Equity Interests in the Reorganized Debtor issued to Lee Andrews or his designee. Distributions to creditors under the Plan will be funded from the Fund which will be funded from the following sources: (a) the Debtor's cash on hand on the Effective Date (less reserves for operations and payroll); (b) the New Value Contribution; and (c) the Reorganized Debtor Contribution. Without limiting the foregoing, on the Effective Date, Lee Andrews will make, or cause his designee to make, a single lump sum payment into the Fund of not less than $85,000, in Cash, to the Reorganized Debtor (which shall constitute the New Value Contribution) in exchange for 100% of the Equity Interests in Reorganized Debtor (which, at Lee Andrews's election, shall be effectuated through: (a) reinstatement of the Debtor's existing Equity Interests, or (b) cancellation of such existing Equity Interests, without payment or distribution, and issuance of new Equity Interests in Reorganized Debtor). The Reorganized Debtor will also make 5 annual payments into the Fund of $200,000 (for a total contribution of $1,000,000), in Cash, beginning on or about the Effective Date, to the Reorganized Debtor (which shall constitute the Reorganized Debtor Contribution). The amount contemplated to be paid into the Fund from the New Value Contribution and the Reorganized Debtor Contribution is not less than $1,085,000. A full-text copy of the Disclosure Statement dated December 11, 2023 is available at https://urlcurt.com/u?l=VGlVkD from PacerMonitor.com at no charge. Attorneys for the Debtor: Eric P. Israel, Esq. Aaron E. De Leest, Esq. Danning Gill Israel & Krasnoff, LLP 1901 Avenue of the Stars, Suite 450 Los Angeles, CA 90067-6006 Tel: (310) 277-0077 Fax: (310) 277-5735 Email: eisrael@DanningGill.com adeleest@DanningGill.com About AGS Pro Inc. AGS Pro, Inc. provides security services throughout the U.S. and internationally with strategic alliance partnerships. Although founded in 2017, the Debtor's team has been trusted in the security industry by businesses across the country and around the world for decades. The Debtor's services include commercial security, estate security and special events. The Debtor's headquarters is located at 6133 Bristol Parkway, Suites 175 and 280, Culver City, California 90230. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C. D. Cal. Case No. 23-12236) on April 13, 2023. In the petition signed by Lee Andrews, chief executive officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Deborah J. Saltzman oversees the case. Aaron E. de Leest, Esq., at Danning, Gill, Israel & Krasnoff, LLP, represents the Debtor as legal counsel. AINOS INC: Implements 1-for-5 Reverse Stock Split ------------------------------------------------- Ainos, Inc. announced that, as previously authorized by its shareholders, the Company is implementing a consolidation (reverse stock split) of its outstanding shares of common stock on the basis of one new share of common stock for every five currently outstanding shares. The new shares of common stock took effect for trading purposes as of the commencement of trading on Thursday, Dec. 14, 2023, and trades under a new CUSIP number 00902F 303. The Company's ticker symbol, AIMD, remains unchanged. The Company has filed a Certificate of Amendment to its Restated Certificate of Formation to effect the stock consolidation. The new number of outstanding common shares will be approximately 4,677,898 shares. The number of authorized shares and the par value per share will remain unchanged. No fractional shares will be issued in connection with the reverse stock split. Holders of fractional shares will be paid out in cash for the fractional portion. The number of outstanding options and warrants will be adjusted accordingly, with outstanding options being approximately 7,333 and outstanding warrants being approximately 664,730. Ainos stockholders will receive instructions from the Company's transfer agent, Equiniti Trust Company, LLC relating to procedures for exchanging existing stock certificates for new certificates or book-entry shares and for the receipt of cash proceeds in lieu of fractional shares. About Ainos Ainos, Inc. (www.ainos.com), formerly known as Amarillo Biosciences, Inc., is a diversified healthcare company engaged in the research and development and sales and marketing of pharmaceutical and biotech products. The Company is engaged in developing medical technologies for point-of-care testing and safe and novel medical treatment for a broad range of disease indications. The Company is a Texas corporation incorporated in 1984. Ainos reported a net loss of $14.01 million for the year ended Dec. 31, 2022, compared to a net loss of $3.89 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $37.11 million in total assets, $2.48 million in total liabilities, and $34.63 million in total stockholders' equity. Houston, Texas-based PWR CPA, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. ALEXA & ROGER: Gerard Luckman Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 2 appointed Gerard Luckman, Esq., at Forchelli Deegan Terrana, LLP as Subchapter V trustee for Alexa & Roger, Inc. Mr. Luckman will be paid an hourly fee of $695 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Luckman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Gerard R. Luckman, Esq. Forchelli Deegan Terrana, LLP 333 Earle Ovington Blvd., Suite 1010 Uniondale, NY 11553 Tel: (516) 812-6291 Email: gluckman@ForchelliLaw.com About Alexa & Roger Alexa & Roger Inc. owns a mixed use, non-owner occupied, commercial building (store and two apartments) located at 381 Myrtle Avenue, Brooklyn, N.Y., having a comparable sale value of $3.4 million. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-44441) on Dec. 1, 2023, with $1 million to $10 million in both assets and liabilities. Roger A. Bradshaw, president, signed the petition. Judge Jil Mazer-Marino oversees the case. Richard S Feinsilver, Esq., represents the Debtor as legal counsel. AMYRIS INC: Cleared to Solicit Chapter 11 Bankruptcy Plan Votes --------------------------------------------------------------- Rick Archer of Law360 reports that a Delaware bankruptcy judge Tuesday, December 12, 2023, allowed biochemical company Amyris Inc. to send its Chapter 11 plan out for a creditor vote, overriding objections tied to the plan's proposed third-party claim releases. In an order entered Dec. 15, 2023, Judge Thomas M. Horan ordered that these dates and deadlines shall govern confirmation of the Plan, including the hearing for the Court to consider confirmation of the Plan: * Dec. 18, 2023: Deadline to Serve Plan-Related Document Requests, Interrogatories, and Preliminary Deposition Notices. The deadline by which any Participating Party that intends to seek document discovery, interrogatory responses, and/or to take fact depositions in connection with the Confirmation Proceedings (each, a "Requesting Party") must serve requests for the production of documents or information, interrogatories, and/or issue preliminary notices of deposition (the "Plan Requests"). * Dec. 28, 2023: Deadline to Respond and Object to Plan-Related Document Requests. The deadline by which any party subject to a Plan Request (each, a "Producing Party") must respond and/or object to such Plan Request. * Dec. 28, 2023: Deadline for Written Responses to Interrogatories. The deadline by which Participating Parties must serve written responses and objections to interrogatories. * Jan. 4, 2024: Deadline to Substantially Complete Document Discovery. The deadline by which Producing Parties must substantially complete the production of documents in response to the Plan Requests; provided that Producing Parties shall produce documents responsive to Plan Requests on a rolling basis. * Jan. 5, 2024: Deadline for Claimants to File Rule 3018(a) Motions * Jan. 11, 2024: Deadline to Submit Initial Expert Reports. The deadline by which (a) all written expert reports must be served and (b) all information that such experts considered in connection with forming their respective opinions must be produced, each in satisfaction of the requirements of Federal Rule of Civil Procedure 26(a)(2)(B). * Jan. 12, 2024: Deadline for Supplemental Deposition Notices. The deadline by which supplemental deposition notices may be issued based on information supplied after the Preliminary Deposition Notice Deadline. * Jan. 17, 2024: Deadline to Submit Rebuttal Expert Reports. The deadline by which (a) all written rebuttal expert reports must be served and (b) all information that such experts considered in connection with forming their respective opinions must be produced, each in satisfaction of the requirements of Federal Rule of Civil Procedure 26(a)(2)(B). * Jan. 17, 2024: Pretrial Conference. The date on which the Participating Parties shall, subject to the Court's availability, participate in an initial pretrial conference. * Jan. 18, 2024: Voting Deadline/Release Opt Out Election Deadline * Jan. 18, 2024: Plan Objection Deadline * Jan. 19, 2024: Deadline to Complete Fact Depositions. The deadline by which all fact depositions must be completed (the period between Dec. 18, 2023 and Jan. 19, 2024, the "Fact Deposition Period"). * Jan. 20, 2024: Deadline to Complete Expert Depositions. The deadline by which expert depositions must be completed. * Jan. 20, 2024: Motion in Limine Deadline. The deadline by which Participating Parties must file any motions in limine. * Jan. 22, 2024 at 12:00 p.m.: Plan Brief and Voting Tabulation Affidavit Deadline * Jan. 22, 2024: Deadline to File Witness and Exhibit Lists. The deadline by which Participating Parties must file and exchange a final list of witnesses and exhibits. * Jan. 22, 2024: Deadline to Oppose Motions in Limine. The deadline by which Participating Parties must file oppositions to any motions in limine. * Jan. 22, 2024: Joint Pretrial Order Deadline. The deadline by which Participating Parties must submit a joint pretrial order to the Court. * Jan. 24, 2024 at 10:00 a.m. and Jan. 25, 2024: Confirmation Hearing About Amyris Inc. Amyris (Nasdaq: AMRS) -- http://www.amyris.com/-- is a synthetic biotechnology company, transitioning the Clean Health & Beauty and Flavors & Fragrances markets to sustainable ingredients through fermentation and the company's proprietary Lab-to-Market(TM) technology platform. This Amyris platform leverages state-of-the-art machine learning, robotics, and artificial intelligence, enabling the company to rapidly bring new innovation to market at commercial scale. Amyris ingredients are included in over 20,000 products from the world's top brands, reaching more than 300 million consumers. Amyris also owns and operates a family of consumer brands that is constantly evolving to meet the growing demand for sustainable, effective, and accessible products. Amyris, Inc., and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11131) on Aug. 9, 2023. In the petition signed by its interim chief executive officer and chief financial officer, Han Kieftenbeld, Amyris disclosed $679,679,000 in assets and $1,327,747,000 in liabilities. Judge Thomas M. Horan oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as their bankruptcy counsel; Fenwick & West, LLP as corporate counsel; Gordon Rees Scully Mansukhani, LLP as special counsel; PricewaterhouseCoopers LLP as financial advisor; and Intrepid Investment Bankers LLC as investment banker. Stretto, Inc., is the Debtors' claims, noticing, solicitation agent and administrative adviser. ANCHOR HOMES: Jennifer Bennington Named Subchapter V Trustee ------------------------------------------------------------ Brian Behr, the U.S. Bankruptcy Administrator for the Eastern District of North Carolina, appointed Jennifer Bennington as Subchapter V trustee for Anchor Homes, LLC. About Anchor Homes Anchor Homes, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-03533) on Dec. 4, 2023, with $1 million to $10 million in both assets and liabilities. Lawrence E. Lippincott, member manager, signed the petition. George Mason Oliver, Esq., at The Law Offices of Oliver & Cheek, PLLC represents the Debtor as bankruptcy counsel. ATHABASCA OIL: S&P Affirms 'B' ICR on Strong Financial Metrics -------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Athabasca Oil Corp., a Calgary-based exploration and production (E&P) company, and 'BB-' issue-level rating on the company's senior secured notes. S&P's recovery rating remains '1'. The stable outlook reflects S&P's view the company will maintain its current low leverage levels while generating revenues and cash flows well above its projected spending over its forecast period. Increasing shareholder returns during our forecast period has weakened our financial risk profile assessment. Year-to-date 2023, Athabasca has completed roughly C$140 million in share buybacks, in line with its public commitment to return a minimum of 75% of excess cash flow to shareholders this year. The company recently announced an update to its return of capital framework and now plans to allocate 100% of free cash flow to shareholders through share buybacks in 2024. S&P said, "Based on our current forecasts, we project free operating cash flow (FOCF) of just under C$175 million in 2024, which we have allocated entirely to share buybacks. As a result, our projected discretionary cash flow (DCF) to debt ratio has fallen relative to our previous forecast, with the two year (2023-2024) weighted average DCF-to-debt ratio projected to be modestly negative, which has weakened our overall financial risk profile assessment." Credit measures remain strong, supported by low levels of absolute debt and a healthy oil price environment. Despite increasing shareholder returns, Athabasca's leverage metrics remain strong and continue to support the existing issuer credit rating, primarily due to the company's modest amount of debt. Since the issuance of the company's US$350 million five-year senior secured notes in late 2021, Athabasca has redeemed roughly 55% of the principal balance. The company's C$110 million 364-day revolving credit facility is also undrawn as of Sept. 30, 2023. Additionally, Athabasca's liquids rich product mix (95% of estimated 2023 production) has contributed to strong revenues and cash flow generation this year, especially relative to gas-focused peers, given the current supportive oil price environment. Accordingly, leverage metrics for Athabasca remain robust, with S&P Global Ratings' adjusted funds from operations (FFO) to debt of more than 100% and debt to EBITDA of less than 1x over our 2023-2024 forecast period. Athabasca's limited operating scale and product mix diversification constrain the business risk profile assessment and rating. Athabasca's reserves base, including the company's reported probable thermal heavy oil reserves, is considerably larger than most similarly rated peers. However, its production scale of about 34,500 barrels of oil equivalent (boe) per day in 2023 is significantly lower than that of 'B+' rated peers like California Resources Corp. (more than 85,000 boe per day) and Callon Petroleum Co. (more than 100,000 boe per day). Athabasca's substantial heavy oil exposure (more than 85% of estimated 2023 production) also amplifies cash flow volatility due to the largely fixed-cost structure of bitumen production, as well as the compounding effect of the Western Canadian Select (WCS) heavy oil differential on already volatile West Texas Intermediate (WTI) prices. Accordingly, rating upside remains principally dependent on expanded operational scale in line with higher-rated peers, which we believe could serve to offset some of the volatility inherent in the company's heavy-oil dominant product mix. The stable outlook reflects S&P Global Ratings' expectation that Athabasca will be able to generate revenues and cash flows well above its projected spending over the next one to two years. High crude oil prices, substantial free cash flow generation, and significantly reduced total debt result in strong credit metrics under our updated base-case scenario, including FFO to debt of more than 100% and debt to EBITDA below 1.0x. S&P said, "We would lower the rating if Athabasca's financial performance deteriorated materially, such that the company's fully adjusted two-year average FFO-to-debt ratio decreased below 45% for a sustained period. We believe this could occur if crude oil prices fell significantly from our current assumptions and the company did not reduce total spending, or if AOC materially increased its debt, without generating offsetting incremental cash flow." Further rating upside will not occur at Athabasca's current limited scale and scope of operations. To support an upgrade, Athabasca would need to significantly expand its production scale while maintaining profitability in the mid-range of the global E&P peer group and FFO to debt consistently above 60%. S&P said, "Environmental and social factors are negative considerations in our credit rating analysis of Athabasca Oil Corp. Environmental factors, specifically the high greenhouse gas emissions associated with Athabasca's thermal heavy oil production, influence our assessment of the company's cost structure, profitability, and rating. Furthermore, the protracted social activism against pipeline capacity expansion has stunted future growth prospects for oil sands production. We believe the company's credit profile remains weakened by the social risks in the supply chain. Notably, the protracted delays in completing new pipeline projects have kept heavy oil price differentials above pipeline transportation costs in the recent past. Following the start-up of Enbridge Inc.'s expanded Line 3, the light-heavy oil differential has narrowed, and we expect it should remain largely aligned with pipeline transportation economics during our 2023-2024 forecast period. The company is also pursuing a carbon capture project at its Leismer project, aimed at reducing its carbon emissions at that project." AULT ALLIANCE: Eliminates Series B Convertible Preferred Stock -------------------------------------------------------------- Ault Alliance, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Dec. 8, 2023, it filed a certificate of elimination of the certificate of designations of preferred stock of Ault Alliance, Inc. with the Secretary of State of the state of Delaware with respect to the Company's Series B convertible preferred stock, par value $0.001 per share which, effective upon filing, eliminated from the Company's Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations of Preferences, Rights and Limitations of Series B Convertible Preferred Stock. About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly- and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which the Company mines Bitcoin, and provides mission-critical products that support a diverse range of industries, including crane services, oil exploration, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $526.91 million in total assets, $336.56 million in total liabilities, and $190.34 million in total stockholders' equity. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has a working capital deficiency, has incurred net losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AVINGER INC: Nasdaq Changes Hearing Date to Feb. 20 --------------------------------------------------- Avinger, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company received notification from The Nasdaq Stock Market LLC that the date of the hearing has been changed to Feb. 20, 2024. On Nov. 28, 2023, Avinger requested and was granted a hearing before the Nasdaq Hearings Panel, which hearing was initially scheduled for March 14, 2024. The Company's request for a hearing stayed any further action by Nasdaq with respect to the Company's listing at least until the hearing is held and any extension that may be granted by the Panel has expired. About Avinger Headquartered in Redwood City, California, Avinger, Inc. -- http://www.avinger.com-- is a commercial-stage medical device company that designs and develops image-guided, catheter-based system for the diagnosis and treatment of patients with Peripheral Artery Disease (PAD). Avinger reported a net loss applicable to common stockholders of $27.24 million for the year ended Dec. 31, 2022, a net loss applicable to common stockholders of $21.59 million for the year ended Dec. 31, 2021, a net loss applicable to common stockholders of $22.87 million for the year ended Dec. 31, 2020, a net loss applicable to common stockholders of $23.03 million for the year ended Dec. 31, 2019, and a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018. As of June 30, 2023, the Company had $16.94 million in total assets, $23.53 million in total liabilities, and a total stockholders' deficit of $6.59 million. San Francisco, California-based Moss Adams LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 15, 2023, citing that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. BANNEKER SUPPLY: Unsecureds Will Get 5% of Claims over 5 Years -------------------------------------------------------------- Banneker Supply Chain Solutions, Inc., filed with the U.S. Bankruptcy Court for the District of Rhode Island a Subchapter V Plan of Reorganization dated December 7, 2023. The Debtor was originally a manufacturing company that over the years transitioned to providing third-party logistics, warehousing, and shipping. The Debtor is currently 100% owned by Alimamy D. Jabbie, Jr. The Plan contemplates that the Debtor will stay in business and return to positive cash flow. Under the Plan: (i) Allowed Secured Claims are paid in full based on the value of the security or as otherwise detailed; (ii) Allowed Administrative and Priority Claims are paid in full; (iii) leases are rejected or assumed; and (iv) the Debtor's projected disposable income is submitted to the payment of Allowed General Unsecured Claims over a 60-month period from the effective date of the Plan. Class 4 is comprised of all holders of Allowed General Unsecured Claims against the Debtor. Based upon the Proofs of Claim that have been filed and the Debtor's Schedules, the Debtor estimates that there will be approximately $4,064,882.00 in Allowed Class 4 Claims which amount includes the total scheduled unsecured general claims, plus the estimated of under-secured claims against the Debtor. In full and complete settlement, satisfaction and release of all Allowed Class 4 Claims, each holder of an Allowed Class 4 Claim shall receive its pro rata share of all of the Debtor's projected net disposable income over the five-year period following the effective date. Based on the Budget, the Debtor anticipates such amount to be approximately $205,165.00, and therefore projects that the total distribution to Class 4 Claimants will be approximately 5% of the allowed amount of such claim. Payments on account of Allowed Class 4 Claims shall be made semi-annually on June 30th and December 31st of each year beginning on June 30, 2024. Semi-annual payments on account of Allowed Class 4 Claims shall be paid out of Debtor's cash flow and cash reserves. Class 4 is impaired. Alimamy D. Jabbie, Jr., who is the sole equity interest holder of the Debtor, shall receive no distribution under the Plan on account of such interests, but will retain unaltered the legal, equitable and contractual rights to which such interests were entitled as of the petition date. The Plan will be funded from the Debtor's future earnings, income and cash reserves. A full-text copy of the Subchapter V Plan dated December 7, 2023 is available at https://urlcurt.com/u?l=ku5Hcy from PacerMonitor.com at no charge. Debtor's Counsel: Thomas P. Quinn, Esq. MCLAUGHLINQUINN LLC 148 West River Street, Suite 1E Providence, RI 02904 Tel: (401) 421-5115 Fax: (401) 421-5141 Email: tquinn@mclaughlinquinn.com About Banneker Supply Chain Solutions Banneker Supply Chain Solutions, Inc., is a provider of end-to-end supply chain management and integrated third-party logistics solutions to a wide range of Fortune 100 companies in multiple industries including e-commerce, retail, food and beverage, industrial manufacturing, aerospace and defense, and government, among others. The company is based in Woonsocket, R.I. Banneker Supply Chain Solutions filed a Chapter 11 bankruptcy petition (Bankr. D. Rhode Island Case No. 23-10570) on Aug. 31, 2023, with $1,458,047 in assets and $5,297,980 in liabilities. Alimamy D. Jabbie, Jr., president and chief executive officer, signed the petition. Judge Diane Finkle oversees the case. Thomas P. Quinn, Esq., at McLaughlinQuinn, LLC, is the Debtor's legal counsel. BAUDAX BIO: Management Raises 'Going Concern' Doubt --------------------------------------------------- Baudax Bio, Inc. filed a Form 8-K with the Securities and Exchange Commission to provide an updated summary of certain risk factors relating to the activities of the Company and, where applicable, the Company and the ownership of the Company's securities. Baudax stated, "Our losses, negative cash flows from operations and accumulated deficit raise substantial doubt about our ability to continue as a going concern absent obtaining adequate new debt or equity financings. "Management has concluded that substantial doubt exists about our ability to continue as a going concern for the next twelve months. As of September 30, 2023, we had an accumulated deficit of $189.3 million, cash and cash equivalents of $363,000 and current liabilities of $19.05 million. As of December 12, 2023, we estimate that our cash and cash equivalents are $65,000. Our current capital resources are not sufficient to support our planned operations for the next twelve months from the date hereof. "We expect to continue to incur losses for the foreseeable future as we continue our efforts to develop our current and future product candidates. We have also incurred significant indebtedness. As of September 30, 2023, we had an outstanding balance of $4.3 million under our credit facility with MAM Eagle Lender, LLC. These factors, individually and collectively, raise substantial doubt about our ability to continue as a going concern, and therefore, could materially limit our ability to raise additional funds through an issuance of debt or equity securities or otherwise. "There can be no assurance that we will be able to raise sufficient additional capital on acceptable terms or at all. Additionally, in November 2023 we were delisted from the Nasdaq Capital Market and our common stock is currently trading on the OTC Pink Open Market under the symbol "BXRX." The trading of our common stock in the OTC Pink Open Market may have an unfavorable impact on our stock price and the liquidity of our stock. The OTC Pink Open Market is a significantly more limited market than Nasdaq. The quotation of our stock in OTC Pink Open Market is expected to result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could further depress the trading price of our common stock, and could have a long-term adverse impact on our ability to raise capital in the future. There can be no assurance that our securities will be listed on a national securities exchange or a national quotation service in the future. If additional financing is not available on satisfactory terms, or is not available in sufficient amounts, we may be required to delay, limit or eliminate the development of business opportunities and our ability to achieve our business objectives, our competitiveness, and our business, financial condition and results of operations will be materially adversely affected. In addition, the perception that we may not be able to continue as a going concern may cause others to choose not to deal with us due to concerns about our ability to meet our contractual obligations. "Our forecast of the period of time through which our financial resources will be adequate to support our operating requirements is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed in the "Risk Factors" of our filings with the Securities and Exchange Commission. We have based this estimate on a number of assumptions that may prove to be wrong and changing circumstances beyond our control may cause us to consume capital more rapidly than we currently anticipate. Our inability to obtain additional funding when we need it could seriously harm our business. "We may be unsuccessful in obtaining a waiver or amendment to our Credit Agreement with respect to any existing events of default thereunder. The failure to obtain such a waiver or amendment, or otherwise cure any event of default under our Credit Agreement, could allow the lender to take enforcement action against us or certain of its assets, including accelerating the loans and other obligations under the Credit Agreement and taking any other remedial actions permitted under the Credit Agreement or applicable law, which would have a material adverse effect on our business, financial condition and results of operations and could require us to curtail or cease operations. "On May 29, 2020, we entered into the Credit Agreement. We have entered into a Forbearance Agreement, dated as of June 29, 2023, pursuant to which Agent and Lender agreed to forbear from exercising their rights and remedies with respect to certain events of default under the Credit Agreement until March 31, 2024. There can be no assurance that Agent and Lender will provide us with a waiver of any events of default or agree to amend the Credit Agreement in a timely manner, or on acceptable terms, if at all to the extent any events of default have occurred and are continuing under the Credit Agreement. If we do not obtain an amendment or waiver of such events of default under the Credit Agreement, if any future events of default occur and are continuing or if the Lenders take the position that we have not complied with the terms of the Forbearance Agreement, there can be no assurance that the Lenders will not take action to collect payment of our debt or dispose of collateral securing the obligations under the Credit Agreement, which would harm our business, financial condition and results of operations and could require us to curtail or cease operations." About Baudax Bio Headquartered in , Malvern, Pennsylvania, Baudax Bio -- www.baudaxbio.com -- is a pharmaceutical company primarily focused on innovative products for hospital and related settings. The Company holds exclusive global rights to two new molecular entities, which are centrally acting Neuromuscular Blocking Agents (NMBs), BX1000, an intermediate duration of action NMB currently undergoing a Phase II clinical trial, and BX2000, an ultra-short acting NMB currently undergoing a Phase I clinical trial, as well as a proprietary blockade reversal agent, BX3000, currently being evaluated in preclinical studies intended to support an IND filing in 2023. BX3000 is an agent that is expected to rapidly reverse BX1000 and BX2000 blockade. Philadelphia, Pennsylvania-based EisnerAmper LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Feb. 23, 2023, citing that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit of $190.9 million as of Dec. 31, 2022 that raise substantial doubt about its ability to continue as a going concern. BEAR HAVEN: Unsecureds to be Paid in Full via Quarterly Payments ---------------------------------------------------------------- Bear Haven LLC filed with the U.S. Bankruptcy Court for the District of Northern California a Disclosure Statement in support of First Amended Plan of Reorganization dated December 11, 2023. The Debtor owns and operates a 17-unit apartment complex located at 2409 College Avenue, Berkeley, California 94704 near University of California Berkeley ("Property") primarily serving Berkeley students. The approximate value of the Property is scheduled at $6,800,000, and the secured debtor on the Property is scheduled at $3,445,752. The Debtor has scheduled approximately $53,135 in contingent, priority unsecured debt (security deposit returns), and $110,186 in non-contingent, non-priority unsecured debt. Pre-Covid the Debtor performed its contract obligations. Payments were timely made and received and building operations were successful. The objective of this case is to confirm a plan restructuring the current indebtedness such that the Debtor can continue to make its contract rate payments through the term of the secure indebtedness, and pay and cure any arrearage within 4 years of the Effective Date As part of this process, disputes regarding performance under the forbearance agreement and assertion of default and default interest and associated charges on the secured indebtedness and the correct amount of the claim between the Debtor and First Foundation will be addressed pursuant to Sections 502 and 506 of the Bankruptcy Code claim allowance determination process. The objective of the Plan is to pay off over time the Allowed Secured Claim of First Foundation, the priority creditors, and the Allowed Unsecured Claims of unsecured creditors which will be in an amount at least as much or superior to what creditors would receive in a liquidation. Class 4A consists of the Allowed General Unsecured Claims which the Debtor estimates to be approximately $87,179.43. General Unsecured Creditors shall be paid the amount of their Allowed Claim by receiving $21,795.00 pro rata per quarter payments commencing on the 1st day of the 2nd month after the Effective Date until November 20, 2024, at which time they will be paid the full remaining balance of their Allowed Claims. Class 4B consists of the Allowed Unsecured Contingent Tenants claims which are above the per claim priority amount of $3,350.00 which the Debtor estimates to be in aggregate approximately $3,900.00. The Allowed Contingent Unsecured Tenant claims will be treated identical to the Class 2B Priority Contingent Tenant claims. Class 5 consists of the interests of Equity Security Holders which consists of members Peter Palmer (50%) and J.R.D. H.H. Irrevocable trust settled by Steven Davis (50%). The Allowed Equity Security Interests of the Equity Security Holders in the Debtor shall be retained and continue in the Reorganized Debtor. The Debtor shall commence the assembly of the Cash Pool. The Cash Pool shall be used to fund the Debtor's initial Plan payment obligations as well as to pay initial and ongoing operating expenses. The Principals shall provide a capital contribution of $110,000.00 to the Reorganized Debtor on the Effective Date, an amount necessary to establish the Debtor's "Beginning Cash" as set forth in the first month of its Projections. Steven Davis, the settlor and principal of 50% Debtor member, J.R.D. H.H. Irrevocable Trust, shall enter into an enforceable agreement with the Debtor to provide the arrearage cure payment to First Foundation, and identify the specific presently held real property holdings of Mr. Davis with equity sufficient to accomplish the same. A full-text copy of the Disclosure Statement dated December 11, 2023 is available at https://urlcurt.com/u?l=Zn7dB7 from PacerMonitor.com at no charge. Attorneys for the Debtor: Mark J. Giunta, Esq. Liz Nguyen, Esq. LAW OFFICE OF MARK J. GIUNTA 531 East Thomas Road, Suite 200 Phoenix, AZ 85012 Tel: (602) 307-0837 Fax: (602) 307-0838 E-mail: markgiunta@giuntalaw.com liz@giuntalaw.com - and - Stephen D. Finestone, Esq. Kimberly S. Fineman, Esq. FINESTONE HAYES LLP 456 Montgomery Street, 20th Floor San Francisco, CA 94104 Tel: (415) 209-5027 Fax: (415) 398-2820 E-mail: kfineman@fhlawllp.com About Bear Haven Bear Haven, LLC owns and operates a 17-unit apartment complex located at 2409 College Avenue, Berkeley, California 94704 near University of California Berkeley ("Property") primarily serving Berkeley students. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-40526) on May 8, 2023. In the petition signed by its managing member, Peter Palmer, the Debtor listed $6,819,255 in total assets and $3,691,299 in total liabilities. The Debtor tapped the Law Office of Mark J. Giunta as bankruptcy counsel and Finestone Hayes, LLP as local bankruptcy counsel. BUZZ FINCO: Moody's Affirms 'B1' CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service affirmed Buzz Finco L.L.C.'s (d/b/a "Bumble") B1 Corporate Family Rating, B1-PD Probability of Default Rating, and B1 senior secured bank credit facility ratings. The outlook is stable. The affirmation of the ratings reflects Moody's expectation of revenue growth in the low teen percentage range and a continuing decrease in leverage to below 5x in 2024. Moody's also assigned a Speculative Grade Liquidity (SGL) rating of SGL-1 that reflects Bumble's substantial cash balance and free cash flow (FCF) generation (FCF as a percentage of debt of 20% LTM Q3 2023). RATINGS RATIONALE Buzz Finco L.L.C.'s B1 CFR benefits from the parent's, Buzz Holdings L.P. ("Bumble"), leading market positions in the online dating category with a good growth profile supported by user adoption of its Bumble and Badoo dating and social networking apps to find romantic partners as well as other service offerings. Bumble's brands are positioned in the faster growth "freemium app" segment of the market. The company generates strong FCF given the high recurring and reoccurring revenue base. Moody's forecasts lower double-digit percentage revenue growth buoyed by secular trends and new service offerings. The credit profile is challenged by: (i) high financial leverage (5.4x as of Q3 2023 including Moody's adjustments); (ii) a relatively small revenue base; (iii) Bumble's narrow business focus; (iv) a highly competitive industry in which Bumble operates, characterized by low entry barriers and many large and small players; (v) changes in consumer engagement and rapidly evolving technology that could lead to declines in user activity; and (vi) litigation risk that may result in cash outlays associated with legal costs and unfavorable court rulings and/or settlements. Bumble has a ESG Credit Impact of (CIS -4) reflecting high financial leverage and voting control of the company by Blackstone due to ownership of super priority voting shares. Social risks include litigation and potential breaches of private information as well as the need to retain and attract highly skilled technology workers. The stable outlook reflects Moody's view that Bumble's online freemium dating model will remain fairly resilient and generate robust free cash flow and organic revenue growth in the low teen percentage range in 2024. Operating performance will be driven by increased user adoption of online dating and higher premium service sales, although weaker consumer spending levels, especially among younger users and competitive industry conditions are likely to lead to growth below historical levels. Moody's expects EBITDA expansion to lead to a decline in leverage to below 5x in 2024. The SGL-1 liquidity rating reflects a strong liquidity position supported by $439 million of cash on the balance sheet as of Q3 2023 and excellent FCF over the next 12-18 months. Bumble also has access to a $50 million revolving credit facility due January 2025. Moody's expect excess cash will help partially fund potential future outlays for: (i) $28 million of on-balance sheet contingent earn-out liabilities associated with payments to former shareholders in connection with the Blackstone purchase; (ii) patent and other litigation against the company; (iii) a $417 million on-balance sheet liability for a tax receivable agreement that Bumble entered into with certain pre-IPO owners; and (iv) recuring share buyback activity. Under the terms of the agreement, the company will pay 85% of its realized tax benefits to pre-IPO owners as a result of an increase in tax basis that arose from the sale or exchange of their Common Units in the February 2021 IPO. On December 3, 2023, Bumble entered into an agreement to repurchase share and limited partnership interests from entities affiliated with Blackstone for $100 million. Additional share repurchases activity is likely in 2024. The term loan is covenant-lite. The revolver contains a Springing Maximum Consolidated First Lien Net Leverage covenant set at 5.75x (as defined) with no step downs that is triggered when more than 35% of the facility is drawn. Moody's expects Bumble will remain well within compliance with the covenant. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of the ratings could occur if the company grows organic revenue and EBITDA margins expand, leading to consistent and increasing positive free cash flow generation and a sustained reduction in total debt-to-EBITDA leverage below 3.0x (as calculated by Moody's). Free cash flow-to-debt of over 5% and maintenance of a good liquidity position with expectations of prudent financial policies would also be required for a positive rating action. A downgrade of the ratings could occur if financial leverage was sustained above 5.5x total debt-to-EBITDA (as calculated by Moody's) due to market share erosion, consistent declines in monthly active users, or debt funded equity friendly transactions. A weakened liquidity position due to a significant decline in FCF generation or sizable shareholder distributions could also put negative pressure on the ratings. With headquarters in Austin, Texas and London, UK, Buzz Finco L.L.C. (d/b/a "Bumble") is an indirect subsidiary of Buzz Holdings L.P., a leading provider of online dating and social networking services via its Bumble and Badoo mobile dating apps. In January 2020, Blackstone and other investors purchased Bumble in a leveraged buyout valued at approximately $2.9 billion. On February 16, 2021, Bumble Inc., the parent holding company, completed its IPO. Revenue totaled approximately $1.02 billion LTM Q3 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. CAPSTONE GREEN: Deregisters Unsold Securities Following Ch. 11 OK ----------------------------------------------------------------- Capstone Green Energy Corporation filed Post-Effective Amendments to deregister all securities that remain unsold under these Registration Statements on Form S-3 filed by the Company with the Securities and Exchange Commission: (1) Registration Statement on Form S-3 (No. 333-254547), pertaining to the registration of an indeterminate principal amount or number of common stock, preferred stock, debt securities, common stock warrants, units and Series B Junior Participating Preferred Stock Purchase Rights of the Company as may be issued from time to time at indeterminate prices, with an aggregate offering price of up to $150,000,000, which was filed with the SEC on March 22, 2021; (2) Registration Statement on Form S-3 (No. 333-232867), pertaining to the registration of an aggregate amount of 4,046,337 shares of common stock of the Company that may be offered for resale by the selling stockholder, with an aggregate offering price of approximately $1,942,242, which was originally filed with the SEC on July 29, 2019 and amended on October 2, 2019; (3) Registration Statement on Form S-3 (No. 333-225503), pertaining to the registration of an indeterminate principal amount or number of common stock, preferred stock, debt securities, common stock warrants, units and Series B Junior Participating preferred stock purchase rights of the Company as may be issued from time to time at indeterminate prices, with an aggregate offering price of up to $100,000,000, which was originally filed with the SEC on June 7, 2018 and amended on July 16, 2018; (4) Registration Statement on Form S-3 (No. 333-203431), pertaining to the registration of an indeterminate principal amount or number of common stock, preferred stock, debt securities, common stock warrants and certain stockholder purchase rights of the Company as may be issued from time to time at indeterminate prices, with an aggregate offering price of up to $100,000,000, which was originally filed with the SEC on April 15, 2015, amended on May 15, 2015 and further amended on June 16, 2015; (5) Registration Statement on Form S-3 (No. 333-179334), pertaining to the registration of an indeterminate principal amount or number of common stock, preferred stock, debt securities, common stock warrants, and certain stockholder purchase rights of the Company as may be issued from time to time at indeterminate prices, with an aggregate offering price of up to $100,000,000, which was originally filed with the SEC on February 3, 2012, and amended on April 6, 2012; (6) Registration Statement on Form S-3MEF (No. 333-179781), pertaining to the registration of an indeterminate number of common stock, common stock warrants and preferred stock purchase rights of the Company as may be issued from time to time at indeterminate prices, with an aggregate offering price of up to $13,688,005, which was originally filed with the SEC on February 28, 2012; (7) Registration Statement on Form S-3 (No. 333-168681), pertaining to the registration of an aggregate amount of 3,131,313 shares of common stock and preferred stock purchase rights of the Company that may be offered for resale by the selling stockholder, with an aggregate offering price not to exceed $2,974,747, which was filed with the SEC on August 9, 2010; (8) Registration Statement on Form S-3 (No. 333-164869), pertaining to the registration of 1,550,387 shares of common stock and preferred stock purchase rights of the Company that may be offered for resale by the selling stockholder, with an aggregate offering price not to exceed $1,751,937, which was filed with the SEC on February 11, 2010; (9) Registration Statement on Form S-3 (No. 333-156459), pertaining to the registration of an indeterminate principal amount or number of common stock, preferred stock, debt securities, common stock warrants and certain stockholder purchase rights of the Company as may be issued from time to time at indeterminate prices, with an aggregate offering price of up to $150,000,000, which was filed with the SEC on December 24, 2008; (10) Registration Statement on Form S-3MEF (No. 333-153551), pertaining to the registration of an indeterminate number of common stock, common stock warrants and preferred stock purchase rights of the Company as may be issued from time to time at indeterminate prices, with an aggregate offering price of up to $7,398,229, which was originally filed with the SEC on September 17, 2018; (11) Registration Statement on Form S-3 (No. 333-128164), pertaining to the registration of an indeterminate principal amount or number of common stock, preferred stock, debt securities, common stock warrants and certain stockholder purchase rights of the Company as may be issued from time to time at indeterminate prices, with an aggregate offering price of up to $150,000,000, which was filed with the SEC on September 8, 2005; and (12) Registration Statement on Form S-3 (No. 333-102036), pertaining to the registration of an aggregate amount of 3,994,817 shares of common stock of the Company that may be offered for resale by the selling stockholder, with an aggregate offering price of approximately $4,034,765, which was filed with the SEC on December 20, 2002. About Capstone Green Energy Corporation Capstone Green Energy Corporation build microturbine energy systems and battery storage systems that allow customers to produce power on-site in parallel with the electric grid or stand-alone when no utility grid is available. Capstone Green offers microturbines designed for commercial, oil and gas, and other industrial applications. Capstone and its wholly owned subsidiaries, Capstone Turbine International, Inc. and Capstone Turbine Financial Services, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11634) on Sept. 28, 2023. In the petition signed by John Juric, chief financial officer, the Debtor disclosed $104,000,000 in total assets and $111,000,000 in total debt. Judge Laurie Selber Silverstein oversees the case. Katten Muchin Rosenman LLP represents the Debtors as legal counsel, Young Conaway Stargatt & Tayloor LLP as co-counsel, Riveron RTS, LLC as financial advisor, and Kroll Restructuring Administration LLC as claims, noticing and solicitation agent and administrative advisor. The bankruptcy court confirmed Capstone's joint prepackaged Chapter 11 plan on November 14, 2023, paving the way for the company's business to emerge from Chapter 11 on stronger financial footing. The effective date of the plan occurred on December 7, 2023. The plan contemplates $7.0 million of new money exit financing, an increase from the originally contemplated $5.0 million of new money exit financing. The plan provides that the company's public stockholders will receive their pro rata share of 100% of the equity in Capstone Green Energy Holdings, Inc., which will hold a majority interest in a new entity that will operate the company's business, subject to dilution from equity incentive compensation pursuant to equity incentive plans. * * * This concludes the Troubled Company Reporter's coverage of Capstone until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. CDW CORP: Moody's Alters Outlook on 'Ba1' CFR to Positive --------------------------------------------------------- Moody's Investors Service affirmed CDW Corporation's ("CDW") Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, and Ba1 rating on the senior unsecured notes issued by CDW LLC, a wholly owned subsidiary of CDW. The outlook was changed to positive from stable. The Speculative Grade Liquidity ("SGL") rating remains unchanged at SGL-1. The outlook change to positive reflects Moody's expectation that CDW will continue its long term track record of solid operating performance following the successful integration of the Sirius acquisition and adhere to conservative financial policies. Despite the low teens digit net revenue decline so far this year, CDW's leverage continued to improve aided by debt repayments, while adjusted operating margin reached a record high of 8% for the LTM September 2023. The company's financial strategy and risk management, including leverage, dividend and capital allocation policies, are considered favorably as governance considerations under Moody's ESG framework and were key to the rating action. If CDW continues to demonstrate a commitment to a balanced and disciplined capital allocation policy with moderate leverage, Moody's could upgrade the ratings. RATINGS RATIONALE The Ba1 CFR reflects CDW's position as a leading multi-brand provider of IT solutions with a history of good execution. CDW has favorable prospects for continued market share gains due to its scale, extensive product offering, and broad market access relative to smaller value-added resellers of IT products. Following the debt-funded Sirius acquisition completed in 2021, CDW suspended share repurchases and applied free cash flow towards debt repayment. As a result, leverage improved to about 2.9x in 2022 from 4.1x in 2021. In 2023, CDW resumed share buybacks, but additionally repaid about $225 million of debt, which helped maintain leverage at 2.9x despite the low-single digit decrease in EBITDA. For LTM September 30, 2023, net revenue declined 8.6% reflecting weak US IT spending environment, especially for hardware products that represent over 70% of net revenue for CDW. The strength in software sales, which are netted down and have 100% gross profit margin, however, supported gross profit dollars, which stayed flat to 2022. While the downside risks to IT spending in 2024 remain high due to weak macroeconomic conditions, Moody's expects that secular trends will continue support industry growth above GDP growth rates with varying growth by subsector. Moody's projects revenue will return to growth in 2024 while operating margins will remain relatively stable assuming the recovery in the lower margin hardware sales (client devices) is gradual over 2024. Beyond the current economic slowdown, Moody's expects CDW will benefit from continued good demand for cybersecurity, infrastructure modernization, hybrid and cloud solutions, and digital transformation initiatives. The SGL-1 rating reflects very good liquidity underpinned by $0.9 billion of revolver availability and approximately $441 million of cash as of September 30, 2023. In addition, Moody's expects that CDW will generate more than $750 million of free cash flow (after dividends) annually despite growing quarterly dividends. Moody's expects excess cash will be applied to share repurchases, tuck-in M&A and debt repayments. The positive outlook reflects Moody's expectation that CDW will continue to demonstrate solid operating performance with improving credit metrics and strong free cash flow generation over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if CDW demonstrates consistent revenue and free cash flow growth with stable to improving adjusted operating margins. The company would also need to adhere to conservative financial policies including leverage approaching 2.5x debt/EBITDA and free cash flow to debt above 20%. The ratings could be downgraded if CDW experiences market share losses or pricing pressures resulting in erosion of profit margins, interest coverage, or free cash flow. Leverage being sustained above 3.5x debt/EBITDA could also lead to a downgrade. Based in Vernon Hills, IL, CDW Corporation is a leading IT products and solutions provider to business, government, education, and healthcare customers in the U.S., UK, and Canada. CDW generated $21.8 billion of revenue in the LTM period ended September 30, 2023. The principal methodology used in these ratings was Distribution and Supply Chain Services published in February 2023. CLARIOS GLOBAL: S&P Alters Outlook to Positive, Affirms 'B+' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.–based Clarios Global L.P. to positive from stable and affirmed its 'B+' issuer credit rating. S&P said, "At the same time, we affirmed our 'B+' senior secured issue level rating and '3' recovery rating on Clarios' senior secured debt. We also affirmed our 'B-' issue level rating and '6' recovery rating on the company's senior unsecured debt. "The positive outlook reflects the potential that we could raise our rating within the next 12 months if the company establishes a track record of maintaining leverage below 5x and free operating cash flow (FOCF) to debt above 5%, with a low risk of releveraging, such that we view the company's financial policy as supportive of maintaining these improved credit metrics." The positive outlook reflects Clarios' improved operating performance and debt repayments, strengthening its credit metrics and demonstrating a greater commitment to reduce leverage. The company's S&P Global Ratings-adjusted EBITDA margin grew to 19.5% for fiscal 2023, up substantially from 15.7% in fiscal 2022. This was driven by improved product mix from higher absorbent glass mat (AGM) battery sales, operating efficiency improvements, and pricing, which more than offset inflationary pressures. Furthermore, the company also repaid about $760 million of debt in fiscal 2023. In addition, its earnings improved, resulting in S&P Global Ratings-adjusted leverage declining to 4.5x and S&P Global Ratings-adjusted FOCF to debt growing to 7.2% for fiscal 2023. S&P said, "We believe in 2024, its operating performance will continue to improve as higher margin AGM battery rollouts increase globally as a percent of product mix , operational efficiencies are enacted, and inflationary pressures ease. For this reason, we now expect Clarios will likely maintain credit metrics at more conservative levels, with debt to EBITDA below 5x and FOCF to debt above 5%. However, we would look for a track record demonstrating and maintaining better credit metrics given the company's very high leverage in the last several years." S&P continues to forecast Clarios' earnings and cash flow profile will strengthen through improved product mix and cost savings. S&P expects the company's margins to grow to 19.5%-20.0% in 2024, driven primarily by mix improvement due to higher AGM sales and cost savings actions. The company's AGM batteries now comprise 28% of total units sold, which is up from 24% in the prior fiscal year. Furthermore, AGM sales will shift to the more-profitable aftermarket channel from original equipment manufacturers (OEMs) over time as batteries need to be replaced, which S&P believes will provide a longer-term growth tailwind for both volumes and margins. Currently, the company's AGM aftermarket mix is 17%, which is up from 14% in the prior year. S&P said, "The company will continue investing significant capital into building out its AGM capacity, and we forecast roughly $450 million of capital expenditure (capex) in fiscal 2024, resulting in our expectation for FOCF to debt of 8.0%-8.5% in 2024. We believe the company's high level of reinvestment, global footprint, and OEM relationships give it a competitive edge to win on major platforms as the battery electric vehicle transition continues. The company won about 140 new BEV platforms and aims to win 300 platforms by 2027. We also expect the company to continue executing on its five-year, $400 million cost savings initiatives (65% achieved to date) to continue offsetting inflationary pressures." S&P said, "Our assessment of Clarios' financial policy could change if it establishes a track record of maintaining leverage below 5x and FOCF to debt above 5%. While the company deleveraged to below 5x in fourth-quarter 2023 with a stated 3x net leverage target, it lacks a track record of maintaining leverage below the 5x threshold. We believe the company could return to managing leverage at about 5x in the longer term. We typically expect financial-sponsor owned companies to utilize aggressive financial policies to maximize equity returns. "Given the company's financial-sponsor ownership, any further rating upside would depend on our expectation that it will maintain S&P Global Ratings-adjusted leverage below 5x and FOCF to debt above 5% on a sustained basis, with a low risk of releveraging. Historically, the company also operated at much higher leverage and lower FOCF to debt, though we recognize it hasn't made any major acquisitions nor paid any substantial dividends. The company has primarily deployed capital to invest in research and development, expand AGM battery production globally, and repay debt, with $500 million of further debt repayment planned in 2024. If Clarios establishes a track record of maintaining S&P Global Ratings-adjusted leverage below 5x, we could revise our view of the company's financial policy. "The positive outlook reflects our expectation that we could upgrade Clarios over the next 12 months if we believe it will continue sustaining leverage below 5x and FOCF to debt above 5% through operating profit improvements and debt repayment such that we believe its financial policy supports maintaining these improved credit metrics." S&P could revise the outlook back to stable if it believes Clarios will sustain leverage above 5x and FOCF to debt below 5%. This could happen if: -- Inflationary headwinds are stronger than expected, resulting in earnings decline without sufficient mix and efficiency actions to offset; or -- Significant supply chain volatility returns such that its top line, profitability, and cash flow are weaker than expected; or -- The company adopts a more aggressive financial policy, utilizing debt to fund acquisitions, shareholder returns, or growth investments. S&P said, "We could raise the ratings if we expect Clarios to maintain leverage below 5x and FOCF to debt above 5% on a sustained basis and adopt a financial policy consistent with maintaining these metrics over the longer term. We would also expect the company to maintain adequate liquidity." This could happen if: -- Its top line and profitability are stronger than expected due to greater supply chain recovery, stronger-than-expected product mix, and inflationary pressures abating; -- Clarios continues to use FOCF toward optional debt prepayment; and -- S&P believes the company will commit to a less aggressive financial policy over the long term consistent with maintaining leverage below 5x and FOCF to debt above 5%, and the risk of releveraging is low. S&P said, "Environmental factors have an overall neutral influence on our credit rating analysis of Clarios. While the company operates in an environmentally unfriendly subindustry, we believe its track record of managing these risks somewhat offsets this." If not responsibly managed, lead-acid battery recycling can pose serious public health risks through environmental emissions and occupational exposure. A positive for the industry is that 99% of automotive batteries are designed for recyclability, and conventional vehicle batteries are the most recycled consumer product in the world. Also, the company's worker incident and illness rates in the U.S. are better than industry standards. Governance is a moderately negative consideration. S&P said, "Our assessment of Clarios' financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of 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." DANIELS PARTNERS: Todd Hennings of Macey Named Subchapter V Trustee ------------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Todd Hennings, Esq., at Macey, Wilensky & Hennings, LLP as Subchapter V trustee for The Daniels Partners LLC. Mr. Hennings will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Hennings declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Todd E. Hennings, Esq. Macey, Wilensky & Hennings, LLP 5500 Interstate North Parkway, Suite 435 Sandy Springs, GA 30328 Phone: (404) 584-1222 About Daniels Partners The Daniels Partners, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-62074) on Dec. 5, 2023, with as much as $50,000 in both assets and liabilities. The petition was filed pro se. DIOCESE OF SACRAMENTO: To Seek Chapter 11 Protection by March 2024 ------------------------------------------------------------------ Brandon Downs and Cecilio Padilla of CBS News Sacramento report that the Diocese of Sacramento will seek Chapter 11 bankruptcy protection after more than 250 lawsuits claiming sexual abuse by clergy and other staff, Bishop Jaime Soto said on Saturday. Soto said the diocese intends to seek Chapter 11 protection by March 2024. "There are many victim-survivors awaiting compensation for the reprehensible sins committed against them," Soto said in a statement to his parishioners. "The diocese faces more than 250 lawsuits alleging sexual abuse by clergy or other church staff. The reorganization process will allow me to equitably respond to the large number of those who are victim-survivors of abuse." Under Chapter 11 protection, a court would oversee how available assets would be distributed to fulfill claims against the diocese. Victim-survivors would be represented in a court-supervised proceeding, the diocese said. In a statement, the group Survivors Network of those Abused by Priests (SNAP) criticized the bankruptcy move. "It is simply not true that bankruptcy is the only way to achieve a 'fair consideration' of all of the survivor's lawsuits. In the last window, universal agreements were reached between the Church, survivors, and their attorneys, without the draconian consequences that bankruptcy will bring along with it. What is also true is that victim's settlements are normally reduced in bankruptcy," SNAP wrote. A fund would be created to distribute to all victims, the diocese said. "Without such a process, it is likely that diocesan funds would be exhausted by the first cases to proceed to trial, leaving nothing for the many other victim-survivors still waiting for compensation," the diocese said in a statement. Soto announced in March that filing for bankruptcy was a possibility. "It is the sickening sin of sexual abuse – and the failure of church leadership to address it appropriately -- that brought us to this place. I must atone for these sins," Soto said. From Dec. 31, 2019, to Dec. 31, 2022, the state heard suits filed that alleged sexual abuse by the Catholic church regardless of whether the statute of limitations had run out. It resulted in thousands of new cases across California. In Sacramento alone, the Diocese sent out a letter to their congregation stating they had received over 200 filings alone, with 80% of the allegations related to claims from 1980 or earlier. Five of those claims come after 2002 when the Diocese instituted reforms and improved safeguards. About Sacramento Diocese The Diocese of Sacramento is a Latin Church ecclesiastical territory or diocese of the Catholic Church in the northern California region of the United States. EAGLE MECHANICAL: Creditors to Get Proceeds From Liquidation ------------------------------------------------------------ Eagle Mechanical, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Indiana a Disclosure Statement describing Chapter 11 Plan of Liquidation dated December 11, 2023. The Debtor was organized as an Indiana corporation on February 17, 1995, and is a certified HVAC and Plumbing contracting firm, providing mechanical systems for commercial, industrial, medical and institutional facilities. Within days of filing this Chapter 11 bankruptcy case, it became apparent to Debtor that liquidation was the best path forward. Debtor removed its employees from all active projects and subsequently all employees were let go. Under the Plan, Debtor proposes an orderly liquidation of all its assets for the benefit of creditors. Substantially all Debtor's property is encumbered by a first priority lien held by FMB. The Plan proposes that all Debtor's property encumbered by FBM's lien, other than accounts receivable, shall be surrendered to FMB who shall then be authorized to pursue remedies against all Debtor's property without further order of the Court. The Debtor will continue to pursue the recovery of outstanding accounts receivable for the benefit of FMB. Debtor will also continue to pursue all Causes of Action and use the proceeds of any recovery from the Causes of Action to pay all the Administrative Expenses as well as make a pro rata distribution on all Allowed Unsecured Claims, which includes any Deficiency Claim asserted by FMB. Class 4 shall consist of the Allowed Unsecured Claims and Deficiency Claims. To the extend Debtor, after paying all Class 1 and Class 2 Claimants in full, does not have enough funds remaining to pay all Class 4 Claimants in full, Debtor shall then distribute such remaining funds pro rata amongst the Class 4 Claimants. Class 5 consists of Shareholders. Debtor shall receive any funds remaining after payments in full of all classes. Until such senior classes are paid in full, Debtor shall not take any distributions. Debtor's owners shall retain their interest in Debtor to the extent necessary to wind down the business, file final tax returns, and help complete other administrative needs of Debtor. No distributions under the Plan are expected to be made to any holders of Class 5 Claims. On the Confirmation Date, all FMB's collateral, other than accounts receivable, shall be abandoned from the Estate. Some of FMB's collateral has already been liquidated. FMB shall be explicitly authorized to enforce its secured interests against its collateral without the need for further authorization from the Court. The Debtor shall make the Final Distribution when, in its reasonable judgment, all remaining property of Debtor has been liquidated and there are no other sources of additional Cash for distributions, there remain no disputed Claims, and Debtor is in a position to make the Final Distribution in accordance with the terms of this Plan. A full-text copy of the Disclosure Statement dated December 11, 2023 is available at https://urlcurt.com/u?l=Nm5KJO from PacerMonitor.com at no charge. Attorneys for the Debtor: Weston E. Overturf, Esq. Anthony T. Carreri, Esq. Kroger Gardis & Regas, LLP 111 Monument Cir # 900 Indianapolis, IN 46204 Phone: 317-777-7439 Email: woverturf@kgrlaw.com About Eagle Mechanical Eagle Mechanical Inc. is a certified HVAC and Plumbing contracting firm, providing mechanical systems for commercial, industrial, medical and institutional facilities. The Debtor filed Chapter 11 petition (Bankr. S.D. Ind. Case No. 23-00291) on January 27, 2023. In the petition signed by its chief executive officer, Rogelio Mancilla Jr., the Debtor disclosed $7,751,209 in assets and $9,136,761 in liabilities. Judge James M. Carr oversees the case. Weston E. Overturf, Esq., at Kroger Gardis & Regas, LLP is the Debtor's legal counsel. EAST TEXAS MACHINING: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: East Texas Machining & Manufacturing, LLC 13864 CR 4196 D Henderson TX 75651 Business Description: The Debtor is a manufacturer of concealed carry rifles, compact weapons, sub compact weapons, complete uppers, barrel systems, and weapon system kits. Chapter 11 Petition Date: December 14, 2023 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 23-60629 Debtor's Counsel: Michael E Gazette, Esq. LAW OFFICES OF MICHAEL E GAZETTE 100 E Ferguson Street Suite 1000 Tyler TX 75702 Tel: (903) 596-9911 Fax: (903) 596-9922 Email: megazette@suddenlinkmail.com Total Assets: $2,955,141 Total Liabilities: $2,985,878 The petition was signed by Corby Hall as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RV4IM5Q/East_Texas_Machining__Manufacturing__txebke-23-60629__0001.0.pdf?mcid=tGE4TAMA EMERGENT BIOSOLUTIONS: Posts $263.4 Million Net Loss in 3rd Quarter ------------------------------------------------------------------- Emergent Biosolutions Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $263.4 million on $270.5 million of total revenues for the three months ended Sept. 30, 2023, compared to a net loss of $87.1 million on $239.9 million of total revenues for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $711 million on $772.7 million of total revenues, compared to a net loss of $144.6 million on $787.3 million of total revenues for the same period in 2022. As of Sept. 30, 2023, the Company had $1.89 billion in total assets, $1.19 billion in total liabilities, and $697.2 million in total stockholders' equity. As of September 30, 2023, there is $211.2 million outstanding on the Company's Revolving Credit Facility and $202.1 million on Term Loan Facility that matures in May 2025. The Company determined that there is substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation considered the mitigating effect of management's plans that have been implemented as of September 30, 2023. Management may evaluate the mitigating effect of its plans to determine if it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. The Company's plans include (A) amending the agreement for the Senior Secured Credit Facilities, which occurred on May 15, 2023, with the Fourth Amendment to Amended and Restated Credit Agreement, Waiver and First Amendment to Amended and Restated Collateral Agreement (the "Credit Agreement Amendment"), and (B) the execution of the capital raise requirement prescribed in the Credit Agreement Amendment." While the Company executed the Credit Agreement Amendment and extended the maturity date on the Senior Secured Credit Facilities to May 15, 2025, the Credit Agreement Amendment also requires the Company maintain a minimum consolidated EBITDA through February 29, 2024 and to raise at least $75.0 million through the issuance of equity and/or unsecured indebtedness by April 30, 2024. As a result of these provisions, the Company has determined it is appropriate to continue to classify the debt as a current liability on the Condensed Consolidated Balance Sheets. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1367644/000136764423000208/ebs-20230930.htm About Emergent Biosolutions Headquartered in Gaithersburg, MD, Emergent Biosolutions Inc. is a global life sciences company focused on providing innovative preparedness and response solutions addressing accidental, deliberate and naturally occurring public health threat. The Company's solutions include a product portfolio, a product development portfolio, and a contract development and manufacturing ("CDMO") services portfolio. Tysons, Virginia-based Ernst & Young LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 1, 2023, citing that the Company does not expect to be in compliance with debt covenants in future periods without additional sources of liquidity or future amendments to its Credit Agreement, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. EXTREME CUSTOMS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Extreme Customs, LLC d/b/a Tire Reps, LLC 2175 S. Koeller St. Oshkosh, WI 54901 Business Description: The Debtor offers of wheels, tires, lift kits & accessories. Chapter 11 Petition Date: December 15, 2023 Court: United States Bankruptcy Court Eastern District of Wisconsin Case No.: 23-25770 Judge: Hon. Beth E. Hanan Debtor's Counsel: Paul G. Swanson, Esq. SWANSON SWEET LLP 107 Church Avenue Oshkosh, WI 54901 Tel: 920-235-6690 Email: pswanson@swansonsweet.com Debtor's Financial Advisor: COWIE MANAGEMENT GROUP Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tyler G. Reilly as sole member and manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/C52VWUY/Extreme_Customs_LLC__wiebke-23-25770__0001.0.pdf?mcid=tGE4TAMA FTX GROUP: Grayscale Wants to End Alameda's Force Redemption Bid ---------------------------------------------------------------- Mike Leonard of Bloomberg Law reports that affiliates of billionaire Barry Silbert are urging a judge to end litigation by the bankrupt trading arm of FTX, Sam Bankman-Fried's disgraced cryptocurrency empire, over claims they siphoned excessive fees from the Grayscale Bitcoin Trust by blocking investors from cashing out. Grayscale Investments LLC and CEO Michael Sonnenshein moved to dismiss the case Monday, December 11, 2023, days after a similar filing by Silbert and his Digital Currency Group Inc., which owns Grayscale. The lawsuit, filed by Alameda Research Ltd.'s Chapter 11 bankruptcy estate, says they've earned $1.7 billion in fees by preventing redemptions from the $24 billion trust. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 billion in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. FTX GROUP: Says It Doesn't Need to Pay $24 Billion IRS Tax Bill --------------------------------------------------------------- What's left of FTX Trading recently told a Delaware bankruptcy judge the company stands by its estimate that its losses mean the cryptocurrency exchange doesn't owe anything to the Internal Revenue Service, which billed the bankrupt business for $24 billion in unpaid taxes. In late November 2023, the Debtors filed a motion for an order establishing a schedule and procedures for estimating claims filed by the Internal Revenue Service. "Notwithstanding the facts of the Debtors' Chapter 11 Cases, the claims asserted by the IRS threaten to halt the Debtors' progress and any distribution to customers and other creditors indefinitely on the basis of estimates the IRS has not explained after many months of discussion and increasingly urgent requests. This is the prototypical situation where prompt claims estimation is necessary to prevent undue delay in confirming a plan and distributing value to victims -- both customers and non-customer creditors. The IRS Claims filed to date nominally total approximately $24 billion -- more than fifty times what the Debtors ever earned, hundreds of times more than what could plausibly be owed by the Debtors, and several times greater than the total distributable value that is currently available to creditors. These unsubstantiated "placeholder" claims grossly speculate as to the Debtors' theoretical prepetition tax liabilities and bear no relation to reality," FTX said in its motion. The IRS countered that an estimation of its claims against the Debtors is not appropriate as the claims are not unliquidated or contingent. According to the IRS, the Debtors are objecting to the IRS's claim alleging that it should be zero as reported on their tax returns. The Debtors want the Court to estimate the claim without the required due process of the Bankruptcy Rules. "The IRS's claim of $24 billion is for income taxes, employment taxes, and penalties owed by the Debtors for the 2018 through 2022 tax years. The claim is estimated because -- as with many consumer and commercial cases -- the IRS's audits of the Debtors for these tax years are ongoing, as is explicitly allowed under the Bankruptcy Code. 11 U.S.C. § 362(b)(9). As with all taxpayers, the Debtors have the burden to come forward via a claim objection or a proceeding under 11 U.S.C. Sec. 505 and the rules that govern such proceedings to show their income, wages, deductions, and credits. The Debtors are seeking to sidestep the applicable procedures of tax litigation in a Chapter 11 case, but they have none of the external factors that would require estimation," the IRS said. In further support of its Motion, the Debtors pointed out in court filings Dec. 10, 2024, that the Debtors never earned anything anywhere near amounts that could support the IRS Claims for $24 billion in taxes. "Rather than provide the Court with any basis for a $24 billion tax liability, the United States argues that the IRS Claims are not subject to estimation at all. According to this theory, the IRS's tax claims -- which it cannot defend, explain, or calculate with any precision at all -- are liquidated claims that should be the subject of an objection and tax litigation that could take years. That is wrong on the law. As even the United States concedes, the IRS Claims are not readily ascertainable. That means the IRS Claims are "unliquidated," and because no one disputes that any attempt to liquidate them would "unduly delay the administration of the case," estimation is required under 11 U.S.C. Sec. 502(c)," the Debtors said. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 billion in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GUARDIAN CV1: Case Summary & Nine Unsecured Creditors ----------------------------------------------------- Debtor: Guardian CV1, LLC 5905 S. Virginia Street, Suite 201 Reno, NV 89502 Chapter 11 Petition Date: December 14, 2023 Court: United States Bankruptcy Court District of Nevada Case No.: 23-50951 Judge: Hon. Hilary L. Barnes Debtor's Counsel: Norma Guariglia, Esq. Stephen R. Harris, Esq. HARRIS LAW PRACTICE LLC 850 E. Patriot Blvd. Suite F Reno, NV 89511 Tel: 775-786-7600 Fax: 775-786-7764 Email: norma@harrislawreno.com steve@harrislawreno.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Aaron M. Noe, president, El Monte Capital, Inc., Manager. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6IO6O2A/GUARDIAN_CV1_LLC__nvbke-23-50951__0001.0.pdf?mcid=tGE4TAMA GUARDIAN CV2: Case Summary & Seven Unsecured Creditors ------------------------------------------------------ Debtor: Guardian CV2, LLC 5905 S. Virginia Street Suite 201 Reno, NV 89502 Chapter 11 Petition Date: December 14, 2023 Court: United States Bankruptcy Court District of Nevada Case No.: 23-50952 Judge: Hon. Hilary L. Barnes Debtor's Counsel: Norma Guariglia, Esq. Stephen R. Harris, Esq. HARRIS LAW PRACTICE LLC 850 E. Patriot Blvd. Suite F Reno, NV 89511 Tel: 775-786-7600 Fax: 775-786-7764 Email: norma@harrislawreno.com steve@harrislawreno.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Aaron M. Noe, president, El Monte Capital, Inc., Manager. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6Y3SM6A/GUARDIAN_CV2_LLC__nvbke-23-50952__0001.0.pdf?mcid=tGE4TAMA HAWAIIAN HOLDINGS: Moody's Puts 'Caa1' CFR on Review Uncertain -------------------------------------------------------------- Moody's Investors Service placed all of its ratings for Hawaiian Holdings, Inc. ("Hawaiian") on review with direction uncertain following the announcement on December 3rd that it agreed to be acquired by a subsidiary of Alaska Air Group, Inc. ("Alaska"). The Caa1 corporate family rating and Caa1-PD probability of default rating assigned to Hawaiian, the B3 rating on subsidiary Hawaiian Airlines, Inc.'s ("Airlines") Series 2013-1 Class A Backed Enhanced Equipment Trust Certificates ("EETC") and the B2 rating assigned to subsidiary HawaiianMiles Loyalty, Ltd.'s $1.2 billion of backed senior notes secured by the company's HawaiianMiles loyalty program and its brand intellectual property ("Notes") are each on review direction uncertain. The SGL-3 speculative grade liquidity rating for Hawaiian Holdings, Inc. remains unchanged. Previously, the outlooks were negative. The acquisition is valued at $1.9 billion, including Hawaiian's current net debt of $900 million. The companies estimate that the transaction would close by the end of June 2025. Approval by Hawaiian's shareholders and clearing regulatory review, particularly by the US Department of Justice, are key conditions for the acquisition's closing. Placing the ratings on review with direction uncertain captures the potential for a downgrade of Hawaiian's ratings before there is confidence that the acquisition will take place. If consummated, the acquisition would result in an upgrade of Hawaiian's ratings if Hawaiian's debts are assumed or guaranteed by Alaska. The sale of Hawaiian would remove the refinancing risk the company currently faces. The Notes mature on January 20, 2026. However, Moody's projects the company to burn cash through 2025. Based on Hawaiian's most recent guidance from its Q3 earnings call, Moody's forecasts an operating loss of about $300 million and negative operating cash flow of about $50 million in 2023. Moody's projects that deficits will be sustained near but above these levels in 2024 because the headwinds buffeting the company's revenue performance are unlikely to meaningfully subside. Moody's anticipates that the competitive intensity in the company's West Coast to Hawaii and neighbor island operations will remain high. Accordingly, the prospects for the higher fare levels needed to cover the company's operating costs with cushion are modest. Moody's believes that the lower pricing from Southwest Airlines for inter-island flights and in the US West Coast to Hawaii market will continue to hamper Hawaiian's cash generation. GTF engine inspections required on the company's A321neo fleet and uncertainty of the strength of demand from Japan and for travel to Maui are additional headwinds for Hawaiian to overcome in 2024. Ongoing losses at the levels Moody's projects and the investment net of debt funding of four 787 deliveries in 2024 would consume upwards of $300 million of the company's cash. Cash stood at $1.1 billion on September 30, 2023. If demand and pricing on Japan and US West Coast routes are much stronger than Moody's current estimates, free cash flow in 2024 would still be negative and the decline in the cash cushion would be tempered. Notwithstanding the challenges that will hamper Hawaiian's cash generation, indications that the U.S. Department of Justice ("DOJ") will not challenge the deal will support a ratings upgrade when the acquisition closes. During the review, Moody's will monitor Hawaiian's financial performance and developments regarding the DOJ's regulatory review for the acquisition. There is the potential for one or more downgrades of Hawaiian's ratings during the review if it does not achieve a material positive inflection in its operating profit and cash flow in the first half of 2024. The inability to materially improve operating profit and cash flow before the acquisition closes will complicate the refinancing of the loyalty program notes or raise the potential for a transaction that Moody's would deem a distressed exchange. Moody's expects the review to run for longer than the typical timeframe of up to 90 days because of the regulatory review. In the JetBlue - Spirit acquisition, the DOJ filed suit to block that deal about eight months after its announcement. The timing of the acquisition of Hawaiian rests with the DOJ's timeline for determining its position with respect to the transaction. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The Caa1 corporate family rating reflects the simultaneous challenges that are limiting cash generation in each of the company's three niches, US West Coast to Hawaii, Inter-island and Japan and Oceania to Hawaii. Prior to the pandemic, market conditions provided a foundation for Hawaiian to generate good cash flow, de-lever and earn acceptable returns on capital. However, the impact of Southwest Airlines' entry into two of the company's three niches brings to light the fragility of Hawaiian's business model. Southwest's entry increased price competition in the California to Hawaii market. It also introduced competition on neighbor island routes, driving down the average fare there by upwards of 50%. Demand from Japan is reportedly increasing heading into the 2023 fourth quarter; however, capacity additions will outpace demand growth, delaying solid strengthening of yields in this market in the near term. The Caa1 rating also anticipates increasing refinancing risk because of absorption of the cash cushion the company has been able to sustain since the issuance of the loyalty program notes in January 2021. Moody's believes that the effects of the August 2023 fires on travel demand to Maui and Hawaii will be temporary, rather than leading to a sustained decline in demand for travel to Hawaii. The lack of earnings also makes credit metrics extremely weak. Metrics are likely to remain weak through 2025. The undrawn $235 million revolver and unencumbered assets that could bring in about $500 million of new debt support the liquidity profile. The ratings could be downgraded if Moody's expects that operating cash flow will trail its current projection for 2024, leading to larger cash burn and faster consumption of the cash cushion. A downgrade could also occur if the risk of a default or transaction that Moody's would deem a distressed exchange increases. There will be no upwards pressure on the ratings on a standalone basis until Hawaiian sustains positive operating cash flow and the prospects for refinancing the loyalty program notes become apparent. Changes in the EETC rating can result from any combination of changes in the underlying credit quality or ratings of the company, Moody's opinion of the importance of the aircraft collateral to the company's operations and/or its estimates of current and projected aircraft market values, which will affect estimates of loan-to-value. The principal methodology used in rating Hawaiian Holdings, Inc. and HawaiianMiles Loyalty, Ltd. was Passenger Airlines published in August 2021. Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. is the holding company parent of Hawaiian Airlines, Inc., Hawaii's biggest and longest-serving airline. Hawaiian offers nonstop service to Hawaii from 15 US gateway cities, and serves American Samoa, Australia, Cook Islands, Japan, New Zealand, South Korea and Tahiti. Hawaiian also provides approximately 150 jet flights daily between the Hawaiian Islands. The company reported revenue of $2.6 billion in 2022. HELLO ALBEMARLE: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Hello Albemarle, LLC. The committee members are: 1. Lisa Stewart Hughes 3300 NE 36th Street, Apt. 1506 Fort Lauderdale, FL 33308 Tel: (954) 609-9821 2. JG Albemarle LLC 1069 58th Street Brooklyn, NY 11219 Tel: (973) 334-5700 3. Yitzchok Mueller 1637-45th Street Brooklyn, NY 11219 Tel: (718) 909-1079 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 Hello Albemarle JG Albemarle, LLC and six other creditors of Hello Albemarle, LLC filed an involuntary Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-41326) against the company on April 19, 2023. The creditors are represented by Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP. Judge Nancy Hershey Lord oversees the case. HENDRIX FARMING: Robert Byrd Named Subchapter V Trustee ------------------------------------------------------- David Asbach, Acting U.S. Trustee for Region 5, appointed Robert Byrd, Esq., at Byrd & Wiser, as Subchapter V trustee for Hendrix Farming, LLC. Mr. Byrd 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. Byrd declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Robert A. Byrd, Esq. Byrd & Wiser P.O. Drawer 1939 Biloxi, MS 39533 Phone: (228) 432-8123 Fax: (228) 432-7029 Email: rab@byrdwiser.com About Hendrix Farming Hendrix Farming, LLC, a company in Holy Springs, Miss., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-13663) on Nov. 30, 2023, with $1 million to $10 million in both assets and liabilities. Guy Hendrix, member, signed the petition. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC represents the Debtor as bankruptcy counsel. HOODSTOCK ENTERPRISES: Unsecureds to Get Full Payment Plus Interest ------------------------------------------------------------------- Hoodstock Enterprises, LLC, submitted a First Amended Disclosure Statement describing its First Amended Plan of Liquidation. The Debtor owns farm and pasture land in Hood River, Oregon. The Debtor's property was previously used for livestock grazing and pear crop production. The Debtor is transitioning the use of the farm and intends to lease portions of the farm to an equine therapy business, to horse trainers for horse boarding/stables. The Debtor believes the income from these activities will be sufficient to pay Debtor's ongoing expenses and debt service requirements. The Debtor filed this case to prevent the repossession and sale of Debtor's real property, as the Debtor has a significant amount of equity in the property. The Debtor believes it will be able to repay creditors in full. Priority tax claims are unsecured income, employment, and other taxes described by Section 507(a)(8) of the Code. All priority tax claims shall be paid in full on the Effective Date. Class 3 consists of the Claim of Security State Bank FBO Carl D Teitge Roth IRA. The Class 3 claim will continue to be secured by a lien in all real property that secured the lien as of the Petition Date, with the same priority such liens had as of the Petition Date. The monetary terms of the Class 3 Claim shall be modified as follows: * Debtor shall make monthly interest-only payments of $2,750 to the holder of the Class 1 Claim. Interest shall accrue on the principal balance 11%, per annum. Interest shall not accrue on interest, fees, and other charges that accrued prior to the Effective Date. * Payments shall begin on the first day of the calendar following the Effective Date. * The Class 3 claim shall mature on the 59-month anniversary of the Effective Date, and a balloon payment for the unpaid amount of the Class 3 Claim shall be due and payable on such maturity date. * Debtor shall sell its real property or obtain a new loan to pay the Class 3 Claim in full on or before the maturity date. * The loan documents for the Class 3 Claims shall be modified to be consistent with the foregoing treatment. Class 4 consists of General Unsecured Claims. Debtor shall pay the Class 4 claims in full, plus interest at the federal judgment rate, as determined on the Effective Date. Such interest shall accrue from the Petition date until the Class 4 Claims are paid in full. The Class 4 claims shall be paid their pro-rata share of $1,500 every quarter until paid in full, with such payments to begin on the first day of the calendar month following the date that is six months after the Effective Date. As an example, if the Effective Date is February 15, 2024, quarterly payments to Class 4 would begin on September 1, 2024. Once Classes 1 and 2 have been paid the amounts devoted to those classes shall be paid to Class 4. The Debtor shall generate the funds necessary to make the payments under the Plan by leasing a portion of its property to an equine therapy business, and a separate portion of its business for horse boarding and pasture use. Debtor shall sell its property or refinance to pay off all outstanding debts on or before the 5-year anniversary of the Effective Date of the Plan. The Debtor, creditors, and interest holders will take all actions and execute whatever documents are necessary and appropriate to effectuate the terms of the Plan. Risk Factors The Debtor is in lease negotiations with CKC Equine Therapy, to lease a portion of the Debtor's real property. Debtor expects to enter into a lease in December, 2023, with occupancy by the tenant to begin in January of 2024. The CKC Equine Therapy lease would generate approximately $2,500 in revenue monthly. CKC Equine Therapy. The Debtor is also in separate lease negotiations with individuals to lease pasture ground and stables at the Debtor's property. The Debtor anticipates signing a lease with some of these individuals in December of 2023, with tenant occupancy to begin in January of 2024. The Debtor anticipates this lease will generate approximately $2,500 per month in revenue. The Debtor will continue to market to other potential pasture and stable tenants, in an effort to generate more revenue. A full-text copy of the First Amended Disclosure Statement dated Dec. 11, 2023 is available at https://urlcurt.com/u?l=YxHz9V from PacerMonitor.com at no charge. Attorneys for Debtor: Nicholas J. Henderson, Esq. MOTSCHENBACHER & BLATTNER LLP 117 SW Taylor St., Suite 300 Portland, OR 97204 Tel: (503) 417-0500 Fax: (503) 417-0521 E-mail: nhenderson@portlaw.com About Hoodstock Enterprises Hoodstock Enterprises, LLC, is an Oregon limited liability company that owns farm and pasture land in Hood River, Oregon. The Debtor filed Chapter 11 petition (Bankr. D. Ore. Case No. 23-31080) on May 14, 2023, with $1 million to $10 million in assets and $100,001 to $500,000 in liabilities. Judge Teresa H. Pearson oversees the case. Nicholas J. Henderson, Esq., at Motschenbacher & Blattner, LLP, is the Debtor's legal counsel. IMEDIA BRANDS: Unsecured Creditors Say Chapter 11 Releases Unfair ----------------------------------------------------------------- The official committee of unsecured creditors objected to releases of claims against company insiders in home shopping company iMedia Brands' Chapter 11 plan, arguing that the releases cut off their only avenue for recovery. The Official Committee of Unsecured Creditors appointed in the chapter 11 cases of Legacy IMBDS, Inc. (f/k/a iMedia Brands, Inc.) said, "Although the Debtors and the Committee have been able to resolve the large majority of the Committee's concerns regarding the Debtors’ plan of liquidation, one issue remains -- and it is critically important to unsecured creditors. In particular, through the Plan, the Debtors propose to release their claims and causes of action against all of the Debtors' current and former directors, managers, officers, and employees, except for those against Tim Peterman. To be approved, such releases must represent a valid exercise of the Debtors' business judgment and be fair, reasonable, and in the best interests of the Debtors' estates. The proposed Debtor releases do not come close to satisfying this standard." The Creditors Committee points out that: * The inclusion of broad Debtor releases in the Plan does not represent a valid exercise of the Debtors' business judgment. * The proposed Debtor releases are fundamentally unfair to creditors and do not benefit the Debtors' estates. Unsecured creditors' only potential recoveries under the Plan will come through the prosecution of the Debtors' claims and causes of action that were not sold in the Debtors' recent asset sale. "While the Committee was able to negotiate a Plan structure that -- but for the broad Debtor releases -- has the potential to provide recoveries to unsecured creditors, the Debtors' insistence on including releases that are neither factually nor legally supportable destroys the potential benefits of the Plan for unsecured creditors. Unless the Debtor releases are stricken from the Plan, unsecured creditors would be far better off if the cases were simply converted to chapter 7, thereby preserving the Debtors' remaining causes of action for the benefit of creditors," the Committee said. About iMedia Brands iMedia Brands, Inc., is an interactive, global media company that offers, manages, and markets merchandise, including men's and women's accessories and apparel, under owned and third-party brands through various entertainment, e-commerce, and digital service platforms. iMedia Brands and 11 of its affiliates filed for bankruptcy protection on June 28, 2023 (Bankr. D. Del. Lead Case No. 23-10852). The petitions were signed by James Alt as chief transformation officer. The Debtors reported as of April 29, 2023, total assets of $272,596,462 and total liabilities of $373,713,748. Judge Karen B. Owens oversees the case. The Debtors tapped Ropes & Gray, LLP and Pachulski Stang Ziehl & Jones, LLP as bankruptcy counsels; Huron Consulting Services, LLC as financial advisor; Lincoln Partners Advisors, LLC, as investment banker; and Stretto, Inc. as notice, claims and administrative agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP as legal counsel and AlixPartners, LLP as financial advisor. INTERPACE BIOSCIENCES: Robert Gorman Quits as Director and Chairman ------------------------------------------------------------------- Interpace Biosciences, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that Robert Gorman, a Class II director designated by Ampersand 2018 Limited Partnership to the board of directors of the Company, provided notice of his resignation as a director and as Chairman of the Board, including as a member of the Board's Regulatory Compliance Committee, effective immediately. According to the Company, Mr. Gorman's notice dated Dec. 7, 2023, was not the result of any disagreement with the Company on any matters relating to the Company's operations, policies or practices. However, Mr. Gorman disagreed with the timing of the proposed change in his position from Executive Chairman to Chairman and the reduction in compensation thereunder. About Interpace Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a Interpace Diagnostics Group, Inc. -- http://www.interpace.com-- is a company that provides molecular diagnostics, bioinformatics and pathology services for evaluation of risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. The Company develops and commercializes genomic tests and related first line assays principally focused on early detection of patients with indeterminate biopsies and at high risk of cancer using the latest technology. Interpace Biosciences reported a net loss of $21.96 million in 2022, a net loss of $14.94 million in 2021, a net loss of $26.45 million in 2020, and a net loss of $26.74 million in 2019. As of June 30, 2023, the Company had $15.94 million in total assets, $31.61 million in total liabilities, $46.54 million in redeemable preferred stock, and a total stockholders' deficit of $62.21 million. INVERSIONES LATIN AMERICA: Noteholders File Rule 2019 Statement --------------------------------------------------------------- In the Chapter 11 cases of Inversiones Latin America Power Ltda. and affiliates, the Ad Hoc Group filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The Ad Hoc Group is comprised of holders, or investment advisors for holders, of 5.125% senior secured notes due 2033 ("Senior Secured Notes") issued by Inversiones Latin America Power Ltda. ("ILAP", together with San Juan S.A. and Norvind S.A. as guarantors of the Senior Secured Notes, the "Debtors") pursuant to that certain indenture dated as of June 15, 2021 (as amended by the indenture agreement dated August 28, 2023, the "2033 Senior Notes Indenture") that are "Consenting Noteholders" as defined under the Restructuring Support Agreement. Each member of the Ad Hoc Group holds claims or manages accounts that hold claims against the Debtors' arising from the purchase of the Senior Secured Notes under the 2033 Senior Notes Indenture. The Ad Hoc Group of Consenting Noteholders' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. Abrdn Investments Limited 1900 Market Street, Suite 200, Philadelphia, PA 19103 * $15,649,000.00 2. Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 2100, San Francisco, CA 94111 * $73,350,000.00 3. FIL Investments International and FIL Pensions Management Beech Gate, Millfield Lane, Lower Kingswood, Tamworth, Surrey KT20 6RP * $21,707,000.00 4. Flying Fish Ventures Limited Partnership 1501 McGill College Avenue 26th Floor, Montreal, Quebec, Canada * $15,960,000.00 5. Grantham, Mayo, Van Otterloo & Co. LLC 53 State Street, 33rd Floor Boston, MA 02109 * $40,366,000.00 6. Lumina Fund I GP Ltd. 165, 13th floor, Professor Atilio Innocenti Street, São Paulo, SP, 04538-000 * $73,052,000.00 7. Manulife Investment Management (US) LLC 197 Clarendon Street Boston, Massachusetts 02116 * $13,987,000.00 8. Nuveen Asset Management, LLC and Teachers Advisors, LLC 8625 Andrew Carnegie Blvd. Charlotte, NC 28262 * $11,490,000.00 9. Owl Creek Credit Opportunities Master Fund L.P. 640 Fifth Avenue, 20th Floor New York, NY 10019 * $62,661,000.00 Attorneys for the Ad Hoc Group of Consenting Noteholders: Richard J. Cooper, Esq. Adam J. Brenneman, Esq. Thomas S. Kessler, Esq. CLEARY GOTTLIEB STEEN & HAMILTON, LLP One Liberty Plaza New York, New York 10006 Telephone: (212) 225-2000 Facsimile: (212) 225-3999 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. INVESTWING CAPITAL: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Investwing Capital, LLC 5609 W. Latham Street #105 Phoenix AZ 85043 Chapter 11 Petition Date: December 15, 2023 Court: United States Bankruptcy Court District of Arizona Case No.: 23-08998 Debtor's Counsel: Jason D. Curry, Esq. QUARLES & BRADY LLP One Renaissance Square Two North Central Avenue Suite 600 Phoenix, AZ 85004 Tel: 602-229-5626 Email: jason.curry@quarles.com Debtor's Financial Advisor: MCA FINANCIAL GROUP, LTD. Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Joshua Petrawski as chief executive officer. 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/B3XT57I/INVESTWING_CAPITAL_LLC__azbke-23-08998__0001.0.pdf?mcid=tGE4TAMA IRONNET INC: $10MM DIP Loan from ITC Global OK'd ------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized IronNet, Inc. and affiliates to use cash collateral and obtain postpetition financing, on a final basis. The Debtors are permitted to borrow up to an aggregate principal amount of $10 million under the DIP Facility to be funded by ITC Global Advisers, LLC and an affiliate of C5. The Debtors obtained postpetition financing and other financial accommodations in connection with the debtor-in-possession financing, comprising, among other things, a superpriority senior secured facility which consists of a multi-draw credit loan facility in an aggregate principal amount of up to $10 million, which will be made available to the Debtors (i) upon entry of the Final Order, in a roll up of the approximately $1.5 million in outstanding Prepetition Bridge Facility Obligations in accordance with the terms of the Superpriority Secured Debtor-in-Possession Credit Facility Term Sheet as modified by the Interim Order, (ii) up to $3 million in accordance with the terms substantially set forth in the DIP Term Sheet, as modified by the Interim Order, upon entry of the Interim Order, and (iii) the remaining principal amount available under the DIP Facility in accordance with the terms of the DIP Documents upon entry of the Final Order. The Debtors are required to comply with these milestones: (a) No later than October 11, 2023, the Petition Date must have occurred; (b) No later than the date that is three calendar days following the Petition Date (or if such third day is not a business day, the first succeeding business day thereafter), the Bankruptcy Court must have entered an interim order approving the DIP Facility; (c) No later than the date that is 15 business days following the Petition Date (or if such third day is not a business day, the first succeeding business day thereafter), the Debtors must have (i) filed a motion, in form and substance acceptable to the DIP Facility Agent, requesting entry of an order approving procedures for the post-petition marketing of the Debtors' assets or reorganized equity to determine if a higher and better offer can be obtained to "top" the proposed treatment under an Acceptable Plan; (d) No later than the date that is 35 calendar days following the Petition Date, the Bankruptcy Court must have entered the Sale Procedure Order and a final order approving the DIP Facility; and (e) No later than the date that is 65 days following the entry of the Interim Order, the Debtors must have conducted an auction for the Sale (if necessary) and selected the successful bidder and/or identified an alternate plan sponsor providing higher and better treatment and consistent with the Debtors fiduciary duties; (f) No later than the date that is 90 days following the entry of the Interim Order, the Bankruptcy Court must have entered an order approving the Sale or order confirming the Plan of Reorganization; and (g) On or before the date that is 105 days after the Petition Date, provided that the Bankruptcy Court has waived the stay imposed by Bankruptcy Rule 6004(h), or such later date to which the DIP Facility Agent consents in writing in its sole discretion, the Sale must be closed. The DIP facility is due and payable through the earliest of: (a) The date which is 180 days after the Petition Date, unless extended by agreement of the DIP Facility Agent; (b) The effective date of any chapter 11 plan confirmed in any of the Chapter 11 Cases; (c) The entry of an order for the dismissal or conversion to chapter 7 of any of the Chapter 11 Cases; (d) The closing of a sale of all or substantially all assets or equity of the Loan Parties; or (e) The date of any Event of Default under the DIP Credit Agreement or any of the DIP Documents and the election of the DIP Facility Agent to terminate the DIP Facility commitments following such Event of Default and the expiration of all applicable notice and cure periods. On December 2022, April 2023, May 2023, and August 2023, IRNT issued and sold senior secured promissory notes in an aggregate principal amount of $8.475 million to a total of eight lenders, which included seven lenders who are either Company directors or entities affiliated with Company directors. As of the Petition Date, IRNT is party to these senior secured convertible promissory notes issued to C5 Space Data LP or affiliates of C5: i. The Amended and Restated Senior Secured Convertible Promissory Note, dated as of January 11, 2023, issued by IRNT, in favor of C5 Space Data LP in the aggregate principal amount of $2 million, which amends and restates the Senior Secured Promissory, dated as of December 30, 2022, issued by the Company in favor of C5; ii. The Senior Secured Convertible Promissory Note, dated as of January 12, 2023, issued by IRNT in favor of C5 in the aggregate principal amount of $3 million; iii. The Senior Secured Convertible Promissory Note, dated as of February 8, 2023, issued by IRNT in favor of C5 Cyber Partners II SCSP RAIF in the aggregate principal amount of $4 million; iv. The Senior Secured Convertible Promissory Note, dated as of February 27, 2023, issued by IRNT in favor of C5 Transatlantic Investors LP in the aggregate principal amount of $2.250 million; v. The Senior Secured Convertible Promissory Note, dated as of April 13, 2023, issued by IRNT in favor of Ferrous Investors LP in the aggregate principal amount of $595,000; vi. The Senior Secured Convertible Promissory Note, dated as of May 2, 2023, issued by INRT in favor of C5 Ferrous in the aggregate principal amount of $850,000; vii. The Senior Secured Convertible Promissory Note, dated as of May 8, 2023, issued by IRNT in favor of C5 Ferrous in the aggregate principal amount of $400,000; viii. The Senior Secured Convertible Promissory Note, dated as of July 11, 2023, issued by IRNT in favor of C5 Ferrous in the aggregate principal amount of $1.750 million; and ix. The Senior Secured Promissory Note, dated as of September 22, 2023, issued by IRNT in favor of C5 Ferrous in the aggregate principal amount of $300,000. As of the Petition Date, approximately $25.3 million of indebtedness under the Prepetition Secured Notes was outstanding, which amount is comprised of an amount not less than $23.8 million in principal amount and accrued and unpaid interest, premiums, and fees in the amount of not less than $1.5 million. Pursuant to the DIP Term Sheet and the applicable documentation, Ferrous Investors LP, an affiliate of C5, as bridge lender, advanced $1.244 million to the Debtors on October 10, 2023 and $256,000 to the Debtors on October 11, 2023 to allow for the orderly transition of the Debtors into these Chapter 11 cases. The Debtors require the DIP Facility and use of cash collateral to (i) permit the continuation of their businesses and maximize and preserve their going concern value, (ii) satisfy payroll obligations and other working capital and general corporate purposes of the Debtors consistent with the terms set forth in the DIP Documents and the Budget, (iii) provide adequate protection to the Prepetition Secured Creditors, (iv) pay fees and expenses related to the DIP Documents and these chapter 11 cases, and (v) for such other purposes as set forth in, or otherwise permitted by, the DIP Documents. As adequate protection, the Prepetition Secured Creditors are granted valid, binding, enforceable and perfected replacement liens on and security interests in the DIP Collateral. To the extent of diminution in value, the Prepetition Secured Creditors are further granted an allowed superpriority administrative claim, pursuant to 11 U.S.C. section 507(b), with priority over all administrative expense claims and priority and other unsecured claims against the Debtors or their estates. These events constitute an "Event of Default": a. Conversion of any of these chapter 11 cases to a case under Chapter 7 of the Bankruptcy Code; b. Dismissal of any of these chapter 11 cases; c. Appointment of a trustee under 11 U.S.C. section 1104; d. Appointment of an examiner with expanded or enlarged powers under 11 U.S.C. section 1106(b); e. Failure by the Debtors to make any payment under the DIP Facility when due; f. A Budget variance will exceed the Variance Limit; g. Failure by the Debtors to comply with its obligations thereunder or under the DIP Documents; and h. Failure to comply with a Milestone. A copy of the order is available at https://urlcurt.com/u?l=E8kd1J from PacerMontor.com. About IronNet Founded in 2014 and headquartered in McLean, Va., IronNet, Inc. (OTCMKTS: IRNTQ) -- https://www.ironnet.com/ -- is a global cybersecurity company that is transforming how organizations secure their networks by delivering the first-ever collective defense platform operating at scale. Employing a number of former NSA cybersecurity operators with offensive and defensive cyber experience, IronNet integrates deep tradecraft knowledge into its industry-leading products to solve the most challenging cyber problems facing the world today. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11710) on October 12, 2023. In the petition signed by Cameron Pforr, president and chief financial officer, IronNet, Inc. disclosed $77,389 in assets and $33,833,108 in liabilities. Debtor IronNet Cybersecurity, Inc. listed $10 million to $50 million in estimated assets and $50 million to $100 million in estimated liabilities. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel, Arnold & Porter Kaye Scholer LLP as general corporate counsel, and Stretto, Inc. as claims, noticing, and solicitation agent. Paul, Weiss, Rifkind, Wharton & Garrison LLP represents the DIP lenders as legal counsel. IRONNET INC: Amends Plan to Include IronNet Unsecured Note Claims ----------------------------------------------------------------- IronNet Inc. and its Debtor Affiliates submitted an Amended Disclosure Statement describing Amended Plan dated December 11, 2023. The Plan provides for consolidation of the Debtors solely for purposes of voting, Confirmation, and distribution, but not for any other purpose. Class 4 consists of IronNet Unsecured Note Claims. On the Effective Date, the IronNet Unsecured Note Claims shall be Allowed in the aggregate amount of $8,450,298, plus any interest, fees, expenses, and other amounts due and owing under the IronNet Unsecured Note Claims as of the Effective Date. On the Effective Date, each Holder of an Allowed IronNet Unsecured Note Claim shall receive, in full and final satisfaction of its Allowed IronNet Unsecured Note Claim: * Unless otherwise agreed to by the Holder of an Allowed IronNet Unsecured Note Claim and the Debtors or the Reorganized Debtors, as applicable, in the event of a Restructuring, and pursuant to and subject to approval of the Korr Settlement and the 3i Settlement, as applicable, payment of the Settlement Consideration as follows: -- Korr shall receive, in full and final satisfaction, settlement, and release of its Allowed IronNet Unsecured Note Claim, the Korr Cash Payment; and -- 3i shall receive, in full and final satisfaction, settlement, and release of its Allowed IronNet Unsecured Note Claim, the 3i Settlement Consideration; or * In the event of a Sale Transaction, after the Holders of Allowed Claims in Classes 7 and 8 have been satisfied in full in Cash, the amount of Cash, if any, to which IronNet Unsecured Note Claims are legally entitled under the Bankruptcy Code. Class 5 consists of IronNet General Unsecured Claims. On the Effective Date, each Holder of an Allowed IronNet General Unsecured Claim shall receive, in full and final satisfaction of its Allowed IronNet General Unsecured Claim: (i) In the event of a Restructuring, no distribution under the Plan, and all IronNet General Unsecured Claims shall be cancelled, released, discharged, and extinguished, as the case may be, and shall be of no further force or effect, whether surrendered for cancellation or otherwise; or (ii) In the event of a Sale Transaction, after the Holders of Allowed Claims in Class 4 have been satisfied in full in Cash, the amount of Cash, if any, to which IronNet General Unsecured Claims are legally entitled under the Bankruptcy Code. Class 6 consists of OpCo Secured Note Claims. On the Effective Date, solely to the extent that the Final DIP Order does not approve the treatment of the Prepetition Bridge Loan as DIP Loans, the OpCo Secured Note Claims shall be Allowed in the aggregate principal amount of $1,500,000, plus any interest, fees, expenses, and other amounts due and owing under the IronNet Secured Note Claims as of the Effective Date. On the Effective Date, each Holder of an Allowed OpCo Secured Note Claim shall receive, in full and final satisfaction of its Allowed OpCo Secured Note Claim: * In the event of a Restructuring, its Pro Rata Share of 89.6% the New Common Equity in Reorganized IronNet, subject to dilution by the Management Incentive Plan and any equity (including any equity-like instrument) issued in connection with the Exit Facility; or * In the event of a Sale Transaction, except as otherwise provided in and giving effect to any applicable Sale Order, its Pro Rata Share of (1) Cash held by the Debtors immediately following consummation less, (2) without duplication, (a) the Cash to be distributed to Holders of Allowed DIP Facility Claims, Allowed General Administrative Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, and Allowed Other Secured Claims as provided herein, (b) the amount required to fund the Professional Fee Escrow Account, and (c) the Wind-Down Budget. Class 7 consists of OpCo Unsecured Trade Claims. On the Effective Date, except to the extent that a Holder of an Allowed OpCo Unsecured Trade Claim and the Debtors or Reorganized Debtors, as applicable, agree to less favorable treatment for such Holder, and in full and final satisfaction of its Allowed OpCo Unsecured Trade Claim, each Holder of an Allowed Opco Unsecured Trade Claim shall receive: * In the event of a Restructuring, the unaltered legal, equitable, and contractual rights of such Holder of any Allowed OpCo Unsecured Trade Claim. On and after the Effective Date, the Reorganized Debtors or the Plan Administrator, as applicable, shall continue to satisfy, dispute, pursue, or otherwise reconcile each OpCo Unsecured Trade Claim in the ordinary course of business; or * In the event of a Sale Transaction, except as otherwise provided in and giving effect to any applicable Sale Order, its Pro Rata Share of (1) Cash held by the Debtors immediately following consummation less, (2) without duplication, (a) the Cash to be distributed to Holders of Allowed DIP Facility Claims, Allowed General Administrative Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, Allowed Other Secured Claims, and Allowed OpCo Secured Note Claims as provided herein, (b) the amount required to fund the Professional Fee Escrow Account, and (c) the Wind-Down Budget. Class 8 consists of OpCo Unsecured Non-Trade Claims. Except to the extent previously paid during the Chapter 11 Cases or such Holder agrees to less favorable treatment, each Holder of an Allowed OpCo Unsecured Non-Trade Claim shall receive, in full and final satisfaction of and in exchange for each such Claim: * In the event of a Restructuring, its Pro Rata Share of the Class 8 Lump Sum Payment.; or * In the event of a Sale Transaction, except as otherwise provided in and giving effect to any applicable Sale Order, its Pro Rata Share of (1) Cash held by the Debtors immediately following consummation less, (2) without duplication, (a) the Cash to be distributed to Holders of Allowed DIP Facility Claims, Allowed General Administrative Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, Allowed Other Secured Claims, and Allowed OpCo Secured Note Claims as provided herein, (b) the amount required to fund the Professional Fee Escrow Account, and (c) the Wind-Down Budget. Class 11 consists of all Subordinated Claims. On the Effective Date, each Holder of an Allowed Subordinated Claim shall receive, in full and final satisfaction of its Allowed Subordinated Claim: * In the event of a Restructuring, no distribution under the Plan, and all Subordinated Claims shall be cancelled, released, discharged, and extinguished, as the case may be, and shall be of no further force or effect, whether surrendered for cancellation or otherwise; or * In the event of a Sale Transaction, except as otherwise provided in and giving effect to any applicable Sale Order, after the Holders of Allowed Claims in Classes 3, 4, 5, 7, and 8 have been satisfied in full in Cash, the amount of Cash, if any, to which Subordinated Claims are legally entitled under the Bankruptcy Code. In the event of a Restructuring, the Debtors shall fund Cash distributions under the Plan with: (1) Cash on hand, including Cash from operations and the proceeds of the DIP Facility, (2) the proceeds of the Exit Facility, and (3) the 3i Takeback Note. Cash payments to be made pursuant to the Plan will be made by the Reorganized Debtors or the Distribution Agent. In the event of a Sale Transaction, the Debtors shall fund distributions under the Plan from Cash on hand (if any) and the Sale Transaction Proceeds in accordance with the terms of the Sale Transaction Documents and the Plan. In the event of a Restructuring, Confirmation of the Plan shall be deemed to constitute approval by the Bankruptcy Court of the Exit Facility, the 3i Takeback Note, and related agreements (including all transactions contemplated thereby, such as any supplementation or additional syndication of the Exit Facility, and all actions to be taken, undertakings to be made and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities and expenses provided for therein) and, subject to the occurrence of the Effective Date, authorization for the applicable Reorganized Debtors to enter into and perform their obligations in connection with the Exit Facility and the 3i Takeback Note. A full-text copy of the Amended Disclosure Statement dated December 11, 2023 is available at https://urlcurt.com/u?l=XDyvJ4 from Stretto, Inc., claims agent. Counsel for Debtors: Sean M. Beach, Esq. Kenneth J. Enos, Esq. Elizabeth S. Justison, Esq. Timothy R. Powell, Esq. Kristin L. McElroy, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 N. King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Emails: sbeach@ycst.com kenos@ycst.com ejustison@ycst.com tpowell@ycst.com kmcelroy@ycst.com About IronNet Founded in 2014 and headquartered in McLean, Va., IronNet, Inc. (NYSE: IRNT) -- https://www.ironnet.com/ -- is a global cybersecurity company that is transforming how organizations secure their networks by delivering the first-ever collective defense platform operating at scale. Employing a number of former NSA cybersecurity operators with offensive and defensive cyber experience, IronNet integrates deep tradecraft knowledge into its industry-leading products to solve the most challenging cyber problems facing the world today. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11710) on Oct. 12, 2023. In the petition signed by Cameron Pforr, president and chief financial officer, IronNet, Inc. disclosed $77,389 in assets and $33,833,108 in liabilities. Debtor IronNet Cybersecurity Inc. listed $10 million to $50 million in estimated assets and $50 million to $100 million in estimated liabilities. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel, Arnold & Porter Kaye Scholer LLP as general corporate counsel, and Stretto, Inc. as claims, noticing, and solicitation agent. Paul, Weiss, Rifkind, Wharton & Garrison LLP, represents the DIP lenders as legal counsel. IRONNET INC: To Seek Plan Confirmation on Jan. 18, 2024 ------------------------------------------------------- IronNet, Inc., et al., on Dec. 11, 2023, won court approval of, among other things, the Disclosure Statement for their Amended Joint Chapter 11 Plan of Reorganization. A hearing to consider (a) final approval of the Disclosure Statement as containing adequate information within the meaning of Section 1125 of the Bankruptcy Code and (b) confirmation of the Plan will be held before the Honorable Judge Brendan L. Shannon, in the U.S. Bankruptcy Court for the District of Delaware, located at 824 Market Street, 6th Floor, Courtroom 1, Wilmington, Delaware 19801, on Jan. 18, 2024 at 10:00 a.m. (prevailing Eastern Time). Only holders of claims in Class 3 (IronNet Secured Note Claims), Class 4 (IronNet Unsecured Note Claims), Class 6 (OpCo Secured Note Claims), Class 8 (OpCo Unsecured Non-Trade Claims), and, in the event of a sale transaction, Class 7 (OpCo Unsecured Trade Claims) are entitled to vote to accept or reject the Plan. The deadline for the submission of such votes is Jan. 11, 2024, at 5:00 p.m. (prevailing Eastern Time). Ballots submitted by holders of claims in Class 7 will only be counted if a sale transaction occurs. If a restructuring occurs, Class 7 will be unimpaired and presumed to accept the Plan. Objections to confirmation of the Plan, and any objection to the adequacy of the disclosures in the Disclosure Statement are due no later than 5:00 p.m. (prevailing Eastern Time) on Jan. 11, 2024. Two-Pronged Plan The Debtors are proposing the Plan following extensive arm's-length, good-faith discussions with certain of their key stakeholders. In connection with negotiating the Plan, the Debtors and Holders of the Debtors' funded indebtedness exchanged several proposals and counter-proposals regarding the terms of a comprehensive restructuring, and the parties conferred on numerous occasions in an attempt to achieve consensus with respect to the same. The Plan reflects such a consensus, and the Debtors and their key stakeholders believe the Plan represents the best available option for all creditors and parties in interest. Having agreed with their key creditor constituencies on the principal terms of the Restructuring, which enjoys broad-based support, the Debtors are also pursuing a competitive sale process for their assets (or reorganized equity). The goal of the dual-track process is to allow for the Debtors to pursue one of the following options: (i) proceed to confirmation with the Plan; (ii) pursue a Sale Transaction, and distribute the sale proceeds pursuant to the Plan; or (iii) pursue confirmation of the Plan with an alternate Plan sponsor. To that end, on Oct. 24, 2023, the Debtors filed a motion with the Bankruptcy Court, seeking authorization to conduct a competitive and robust sale process, which the Debtors believe will ensure that they maximize the value of their assets (or reorganized equity). On Nov. 10, 2023, the Bankruptcy Court entered the Bidding Procedures Order. Under the Bidding Procedures and the Plan, the reorganized equity or assets of the Debtors will be marketed pursuant to the Bidding Procedures Order, which shall permit bids to acquire all or substantially all of the assets (or reorganized equity) of the Debtors. To be a qualified bid, a third party bid must meet the requirements established in the Bidding Procedures for the submission of qualified bids. In the event that at least one qualified bid is obtained, the Debtors shall conduct an auction to determine the highest or otherwise best bid for the Debtors' assets (or reorganized equity). Any qualified bidder, including the DIP Agent, that has a valid and perfected lien on any assets of the Debtors' estates shall be entitled to credit bid all or a portion of the face value of such secured party's claims against the Debtors. The DIP Agent shall be deemed to be a qualified bidder and, subject to section 363(k) of the Bankruptcy Code and to such party's compliance with the Bidding Procedures, may submit a credit bid of all or any portion of the aggregate amount of their respective secured claims, including any postpetition financing claims, pursuant to Section 363(k) of the Bankruptcy Code at any time during the auction, and any such credit bid will be considered a qualified bid. A copy of the Amended Disclosure Statement filed Dec. 12, 2023, is available at Stretto at https://cases.stretto.com/public/X295/12578/PLEADINGS/1257812122380000000169.pdf Counsel for the Debtors: Sean M. Beach, Esq. Kenneth J. Enos, Esq. Elizabeth S. Justison, Esq. Timothy R. Powell, Esq. Kristin L. McElroy, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 N. King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 E-mail: sbeach@ycst.com kenos@ycst.com ejustison@ycst.com tpowell@ycst.com kmcelroy@ycst.com About IronNet Founded in 2014 and headquartered in McLean, Va., IronNet, Inc. (NYSE: IRNT) -- https://www.ironnet.com/ -- is a global cybersecurity company that is transforming how organizations secure their networks by delivering the first-ever collective defense platform operating at scale. Employing a number of former NSA cybersecurity operators with offensive and defensive cyber experience, IronNet integrates deep tradecraft knowledge into its industry-leading products to solve the most challenging cyber problems facing the world today. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11710) on Oct. 12, 2023. In the petition signed by Cameron Pforr, president and chief financial officer, IronNet, Inc. disclosed $77,389 in assets and $33,833,108 in liabilities. Debtor IronNet Cybersecurity, Inc. listed $10 million to $50 million in estimated assets and $50 million to $100 million in estimated liabilities. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as bankruptcy counsel, Arnold & Porter Kaye Scholer LLP as general corporate counsel, and Stretto, Inc., as claims, noticing, and solicitation agent. Paul, Weiss, Rifkind, Wharton & Garrison LLP, represents the DIP lenders as legal counsel. KASPIEN HOLDINGS: Delays Form 10-Q for Quarter Ended Oct. 28 ------------------------------------------------------------ Kaspien Holdings Inc. disclosed in a Form 12b-25 filed with the Securities and Exchange Commission that it was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended Oct. 28, 2023 by the Dec. 12, 2023 filing deadline because it is still in the process of compiling information required to complete the Quarterly Report and, accordingly, Fruci & Associates II, PLLC, the Company's independent registered public accounting firm, requires additional time to complete its review of the financial statements for the period ended Oct. 28, 2023 to be incorporated in the Quarterly Report. The Company intends to file its Quarterly Report on Form 10-Q within the grace period prescribed in Rule 12b-25 under the Securities Exchange Act of 1934, as amended. About Kaspien Holdings Headquartered in Spokane, WA, Kaspien Holdings Inc. (f/k/a Trans World Entertainment Corporation) (NASDAQ: KSPN) -- www.kaspien.com -- is a global e-commerce accelerator that deploys AI-driven software and end-to-end services to optimize and grow brands on Amazon, Walmart, Target, eBay, and other online marketplaces. Rebranded as Kaspien in 2020, the Company has spent more than a decade developing a marketplace growth platform of proprietary technologies that maximize supply chain resilience, optimize marketing, strengthen brand control, and provide predictive analytics. Serving a variety of brands, distributors, agencies and FBA aggregators, Kaspien accelerates growth by tailoring an extensive suite of seller services to its partners' dynamic e-commerce needs. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 28, 2023, citing that the Company has experienced negative cash flows from operations and expects continued losses into 2023. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. KCIBT HOLDINGS: S&P Downgrades ICR to 'CCC-', Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Virginia-based travel services company KCIBT Holdings L.P. (CIBT) to 'CCC-' from 'CCC+'. The negative outlook reflects S&P's belief that it will likely be difficult for CIBT to remain in compliance with its minimum liquidity covenant and make debt service payments amid increasing operating headwinds. S&P sees a heighted risk of default over the next 6-9 months. S&P said, "We see increased risk to CIBT's ability to meet cash interest payments due in the third quarter of 2024 given headwinds in China and persistent underperformance. Though travel volume recovery has steadily continued, CIBT's earnings have underperformed our previous forecast since credit agreement revisions in June 2023. Operating expenses remained elevated due to employee training and ongoing costs of reinstating the labor and infrastructure required to handle higher visa volumes. China's one-year visa waiver for eight major European travel lanes hurts volume recovery prospects and our revenue forecast for 2024. While we do not expect more incremental investments that drive up the cost base in the near term, we think the combination of lower-than-expected sales and a static cost base will prevent EBITDA margin uplift and limit free operating cash flow. We think CIBT will struggle to earn enough to convert EBITDA to cash flow sufficient to cover higher interest payments next year. "Macroeconomic and geopolitical risks imply further uncertainty over CIBT's 2024 performance. China has been an important aspect of the travel industry and we believe CIBT has a meaningful exposure to this market. Our previous forecast considered uplift from further China recovery and an uptick in corporate travel budgets in 2024. However, we no longer believe this will be the case. Widespread geopolitical and macroeconomic uncertainty in our view will likely soften demand from corporate clients for travel and immigration services. "Our 'CCC-' rating reflects our belief that CIBT will face another default scenario within the next few quarters. While travel volume recovery continues, it hasn't been fast enough to position CIBT to expand into its capital structure in time for the higher cash interest payments due in the third quarter of 2024. Despite management's focus on rehiring and upskilling labor to handle higher volumes and launching its direct-to-consumer visa arrangements product, we do not believe revenue will increase enough to avoid a liquidity shortfall after the credit agreement relief expires on June 30, 2024. "The negative outlook reflects our expectation of a near-term default or distressed debt exchange. We believe CIBT's capital structure remains unsustainable for its earnings recovery and debt service requirements. This is because we forecast cash flow deficits, tight liquidity sources, and industry headwinds." KNIGHT HEALTH: Moody's Cuts CFR to Caa2 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service downgraded Knight Health Holdings LLC's (ScionHealth or the "Company") Corporate Family Rating to Caa2 from B3, the Probability of Default Rating to Caa2-PD from B3-PD, and the senior secured term loan to Caa2 from B3. Moody's changed the outlook to stable from negative. The ratings downgrade reflects Moody's view that ScionHealth's weak liquidity will contribute to making the capital structure increasingly unsustainable and the probability of a default, byway of a distressed exchange, is high. Moody's expects ScionHealth's leverage will likely remain elevated for an extended period. Moody's calculates ScionHealth's debt to EBITDA to be roughly 7.3x LTM September 30, 2023, down from 7.9x at FYE 22. Moody's anticipates that operating expenses will continue to pressure profitability and liquidity in the near term, driven by higher interest rate expense and elevated labor cost, although labor cost fundamentals continue to improve. This will pose challenges to the company's pace of deleveraging as well as cashflow generation, and will make ScionHealth more weakly positioned to absorb future operating setbacks, with limited availability under its ABL facility. Governance risk considerations are material to the rating action. Governance risk factors related to financial strategy, risk management, credibility and track record are elevated because financial leverage has been persistently high following the Company's debt-funded growth strategy. RATINGS RATIONALE The Caa2 Corporate Family Rating reflects ScionHealth's elevated financial leverage, high operating costs and low organic growth outlook for the overall business. Moody's calculates ScionHealth's debt to EBITDA to be roughly 7.3x LTM September 30, 2023, down from 7.9x at FYE 22. Moody's anticipates that leverage will remain elevated as operating expenses will continue to pressure profitability and liquidity in the near term. The rating is supported by ScionHealth's minimal reliance on a single state Medicaid program or single commercial payor given its locations in 28 states and diverse payors' mix. Further, the rating benefits from ScionHealth's large scale with over $3.6 billion in combined revenue and diversified service line offering. Moody's anticipates that ScionHealth will maintain weak liquidity. The company has a $550 million ABL revolving credit facility that has about $60 million of available capacity and about $90 million of cash on hand on as of September 30, 2023. Moody's forecasts ScionHealth will likely need to rely on external sources for liquidity and will further draw on its ABL facility to fund operational deficiencies and working capital swings. Further, Moody's expects that ScionHealth will continue to burn cash. CIS-5 (previously CIS-4) indicates that the rating for on Knight Health Holdings LLC's (ScionHealth) is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored CIS-4. ScionHealth's score is driven by governance risk considerations due to ScionHealth's aggressive financial strategy including debt funded acquisitions. Exposure to social risk considerations (S-4) is related to demographic and societal trends such as the rising concerns around the access and affordability of healthcare services. Any changes to reimbursement rates of Medicare or Medicaid directly impact revenue and profitability. ScionHealth is also exposed to labor pressures and human capital constraints as the company relies on highly specialized labor to provide its services . ScionHealth G-5 (previously G4) score reflects the risks associated with the company's aggressive financial strategy given ScionHealth's reliance on the revolver to fund acquisitions and new facilities that have contributed to the company's longer term growth prospects but increased leverage. Further, ScionHealth is owned by private equity sponsor Apollo, making it more at risk to partake in shareholder friendly policies that can include debt funded dividends. The stable outlook reflects Moody's view that ScionHealth's operating performance and profitability will remain constrained and that the default probability is high, given the weak liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if ScionHealth experiences further operating or cash flow disruption. Further rising likelihood of debt impairment would also lead to a rating downgrade. Ratings could be upgraded if ScionHealth substantially improves operating performance and materially reduces leverage to a more sustainable level. ScionHealth will also need to demonstrate a track record of effectively managing its aggressive growth strategy. A material improvement in liquidity could also lead to an upgrade. Knight Health Holdings LLC is a leading provider of a community-based acute and post-acute care, with 76 Specialty hospitals and 18 community hospitals across 28 states. Revenue is approximated at $3.6 billion as of September 30, 2023. The company is owned by private equity firm Apollo Funds & Management. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. KODIAK TRUCKING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Kodiak Trucking Inc. 34967 Imperial Street Bakersfield, CA 93308 Business Description: The Debtor offers specialized freight trucking services. Chapter 11 Petition Date: December 15, 2023 Court: United States Bankruptcy Court Eastern District of California Case No.: 23-12784 Judge: Hon. Jennifer E. Niemann Debtor's Counsel: Peter Fear, Esq. FEAR WADDELL, P.C. 7650 N. Palm Avenue Suite 101 Fresno CA 93711 Tel: (559) 436-6575 Email: pfear@fearlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Marco Arambula as CEO. 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/YAZGXUA/Kodiak_Trucking_Inc__caebke-23-12784__0001.0.pdf?mcid=tGE4TAMA KORO KORO: Jan. 16 Disclosure Statement Hearing Set --------------------------------------------------- A hearing on the adequacy of the Disclosure Statement of debtor Koro Koro I Inc. will be held before the Honorable Stacey L. Meisel on Jan. 16, 2024, at 11:00 a.m., in Courtroom 3A, United States Bankruptcy Court, 50 Walnut St, Newark NJ, 07102 Written objections to the adequacy of the Disclosure Statement must be filed and served no later than 14 days prior to the hearing before this Court. About Koro Koro I Koro Koro I, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-19862) on Nov. 6, 2023. In the petition signed by Quentin J. Dubois, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Stacey L. Meisel oversees the case. Melinda D. Middlebrooks, Esq., at Middlebrooks Shapiro, P.C., is the Debtor's legal counsel. LIFEPOINT HEALTH: S&P Alters Outlook to Stable, Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on LifePoint Health Inc. to stable from negative and affirmed all of its ratings, including its 'B' issuer credit rating. The stable outlook reflects S&P's expectation that the company's steady revenue growth, improved margins, and declining one-time cash expenses will enable it to expand its cash flows, leading to S&P Global Ratings-adjusted discretionary cash flow (DCF) to debt of about breakeven for full year 2023 and about 3.5% in 2024. LifePoint will continue to solidly increase its revenue for at least the next two years. The company is experiencing a good pace of expansion in the revenue from its acute care hospitals because improvements in its recruitment and retention of nurses and doctors have provided it with increased capacity to meet both current and deferred patient demand. These factors, coupled with its early 2023 acquisition of a behavioral health company and the overall expansion of both its behavioral and rehabilitation businesses, will support an estimated 14% increase in LifePoint's revenue in 2023. Additionally, we expect a continued rise in the company's patient volume, good rate increases, some additional state program subsidies, and the expansion of Medicaid in one if its key states (North Carolina) will increase its revenue by at least 6% next year. S&P said, "We expect the company's easing operating pressure and shifting business mix will support an improvement in its margins. We expect LifePoint will increase its margins by about 250 basis points (bps) in 2024 to about 12.4%, which compares with our estimate of 9.9% for 2023. The company, like most of its peers, is benefitting from the significant improvement in the labor environment. LifePoint's contract labor costs have dramatically declined due to a substantial reduction in both its utilization of contract labor as well as its bill rates. The company's improved recruitment and retention of both nurses and doctors has increased its capacity (which helps drive patient volume) and reduced its contract labor costs. Management has also actioned numerous internal operating initiatives to rightsize its corporate overhead, which have provided it with discrete cost savings. Finally, we expect LifePoint's margin will benefit from faster pace of expansion in its behavioral and rehabilitation units. Each of these businesses, which now collectively provide about 20% of the company's revenue, generate higher margins than its core acute care hospital business. Given LifePoint's focus on growing these businesses (as evidenced by its recent acquisition and ongoing pipeline of facility additions), we expect its business mix will gradually shift toward its higher-margin businesses. "We expect the company's rising revenue and higher margins will enable it to generate much improved cash flow. While LifePoint generated negative DCF over the past two years, due in part to one-time costs related to the integration of the assets it acquired in the late 2021 Kindred transaction, the early 2023 Springstone transaction, and restructuring expenses, its deficits are declining. We expect the company's stronger margins, rising revenue, and declining one-time expenses will enable it to generate positive DCF in 2024. Moreover, given its long-dated capital structure, we do not expect LifePoint to incur any further increases in its interest expense, which negatively affected its cash flow in 2023 when rates were rising. "The stable outlook incorporates our view that LifePoint's improving labor environment, good volume growth, and the upside from its expansion activity will enable it to increase its margin and cash flow, including breakeven S&P Global Ratings-adjusted DCF to debt in 2023 and about 3.5% in 2024. "We could lower our rating on LifePoint if it does not meet our base-case expectations for 2024 and we don't see a viable path for it to achieve S&P Global Rating-adjusted DCF to debt of more than 2.5% in 2025. "We could raise our rating on LifePoint if we believe it will improve its S&P Global-adjusted DCF to debt to at least 3.5% for a sustained period while reducing its S&P Global Ratings-adjusted leverage below 5x." LILIUM N.V.: Regains Compliance with Nasdaq Bid Price Requirement ----------------------------------------------------------------- Lilium N.V. disclosed in a Form 6-K filed with the Securities and Exchange Commission that on Dec. 12, 2023 it received a written notice from The Nasdaq Stock Market LLC that the Company has regained compliance with the minimum bid price requirement of US$1.00 per share set forth in the Nasdaq Rules for continued listing on Nasdaq. Accordingly, Nasdaq has determined that this matter is now closed. On Oct. 27, 2023, Nasdaq notified the Company that it was not in compliance with the minimum bid price requirement of US$1.00 per share set forth in Listing Rules as the closing bid price of the Company's Class A ordinary shares from Sept. 15, 2023 to Oct. 26, 2023 was below US$1.00. The Company was provided until April 24, 2024 to regain compliance with the Listing Rules. The Class A Shares were required to have a closing bid price of at least US$1.00 for at least 10 consecutive trading days to regain compliance. The Class A Shares have had a closing bid price of above US$1.00 for the 10 consecutive trading days ended and including Dec. 11, 2023 and therefore the Company has regained compliance with the Listing Rules. About Lilium Lilium (NASDAQ: LILM) -- www.lilium.com -- is creating a sustainable and accessible mode of high-speed, regional transportation for people and goods. Using the Lilium Jet, an all-electric vertical take-off and landing jet, designed to offer leading capacity, low noise, and high performance with zero operating emissions, Lilium is accelerating the decarbonization of air travel. Working with aerospace, technology, and infrastructure leaders, and with announced sales and indications of interest in Europe, the United States, China, Brazil, UK, and the Kingdom of Saudi Arabia, Lilium's 800+ strong team includes approximately 450 aerospace engineers and a leadership team responsible for delivering some of the most successful aircraft in aviation history. Founded in 2015, Lilium's headquarters and manufacturing facilities are in Munich, Germany, with teams based across Europe and the U.S. Munich, Germany-based PricewaterhouseCoopers GmbH Wirtschaftsprufungsgesellschaft, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 28, 2023, citing that the Company has incurred recurring losses from operations since its inception and expects to continue to generate operating losses that raise substantial doubt about its ability to continue as a going concern. LPI LLC: Unsecureds Will be Paid in Full With Interest in Plan -------------------------------------------------------------- LPI, LLC, submitted a First Amended Chapter 11 Plan, dated Dec. 7, 2023. This Plan of Reorganization provides for the continued operations of the Debtor's business and the cash flow of payments to secured and unsecured creditors. Administrative claims will be paid in full on the Effective Date of the Plan unless the claimant agrees in writing to different treatment. Priority tax claims will be paid within five years of the Petition Date. The holders of general unsecured claims owed $500 or less AND any holder of a general unsecured claim who elects in writing to reduce its claim to $500 will receive payment in full with no interest within 30 days after the Effective Date of the Plan. General unsecured claims over $500 will receive 100% of their claims, estimated at approximately $42,000, with interest at the Federal Judgment Rate, in the next five years from semi-annual payments but may be paid off sooner from the sale or refinance of one or more of Debtor's properties or as the Debtor may otherwise elect. Class 8 General Unsecured Claimants will share in pro rata distributions totaling not less than $1,000, with interest at the federal judgment rate in effect on the Effective Date, to be paid in ten semi-annual payments, with a final balloon payment, unless paid off sooner. First payment will be made 120 days after the Effective Date. The Debtor may also utilize funds from the sale or refinance of one or more of its Properties to satisfy the remaining amount of the General Unsecured Claimants' claims. The General Unsecured claimants will be paid in full. Class 8 is impaired. Other than property specifically identified in the Plan to be sold, the Debtor shall retain all of its assets. The Debtor shall continue to be operated by its Member and shall continue to conduct its business of management of tenants in its various properties. The Member shall be paid monthly for his services as outlined in the Disclosure Statement, at $500, unless funds are needed to make a payment to the General Unsecured Claimants. Impaired secured claims shall be paid from the ongoing revenue generated by the business, from capital contributions from the Member, and from potential sale or refinance of one or more properties. Impaired unsecured claims shall be paid in semi-annual payments over five years from the Debtor's revenues realized from the business operations and also from the potential sale or refinance of one or more properties. The Debtor projects that as of the Effective Date of his Chapter 11 Plan it will have cash on hand in the Debtor in Possession Account of not less than $50,000. After the Effective Date, the Reorganized Debtor will be closing all Debtor in Possession accounts and reopening a separate bank accounts to conduct business and to be used for funds devoted to implementation of this Plan. The Debtor projects the opening deposit to the Distribution Pool Account will be $50,000. The Reorganized Debtor may refinance or sell the one or more of its properties to obtain sufficient funds to satisfy its obligations to the Plan's Claimants. The Debtor may also utilize funds from this refinance or sale to pay off the General Unsecured Claimants, if it so chooses. If the Debtor elects to sell any of its properties, then it may employ a broker and compensate that broker at the customary rate, not to exceed 7%, without any further court order. The Debtor may also sell one or more properties without further order of the Court, so long as all the secured claimants attached to the property will be fully satisfied at closing. If the Reorganized Debtor decides to refinance one or more of its properties, then the Reorganized Debtor will not require any additional court approval so long as the associated lienholders are fully satisfied from the refinance. Attorneys for the Debtor: Theodore J Piteo, Esq. Michael D. O'Brien, Esq. MICHAEL D. O'BRIEN & ASSOCIATES, P.C. 12909 SW 68th Pkwy, Suite 160 Portland, OR 97223 E-mail: (503) 786-3800 A copy of the Disclosure Statement dated December 8, 2023, is available at https://tinyurl.ph/GNqFV from PacerMonitor.com. About LPI LLC LPI, LLC a company in Albany, Ore., filed its voluntary petition for Chapter 11 protection (Bankr. D. Ore. Case No. 23-60789) on May 10, 2023, with $2,064,118 in assets and $974,196 in liabilities. Mahmood Almayah, a member of LPI, LLC, signed the petition. Judge Thomas M. Renn oversees the case. The Debtor tapped Michael D. O'Brien & Associates, PC, as counsel and Jane L. Giles, CPA, at Advanced Business Logistics LLC as accountant. LUCAS MACYSZYN: Contributions & Disposable Income to Fund Plan -------------------------------------------------------------- Lucas, Macyszyn & Dyer Law Firm, PLLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Subchapter V Plan of Reorganization dated December 7, 2023. The Debtor is a law firm that was formed in 2006 and practices in the areas of personal injury, criminal defense, traffic law, foreclosure defense, debt defense, family law, and business law. The Florin Gray law firm currently represents three former clients of the Debtor in lawsuits against the Debtor pending in the Circuit Court in and for Pasco County, Florida (one of which is a potential class action lawsuit) against the Debtor, James Magazine, Jeff Lucas, Elizabeth Pekin Magazine, Momentum Funding, LLC. ("Momentum"), Chris Dyer, Martin Macyszyn and George Angeliadis (James Magazine, Jeff Lucas, Elizabeth Pekin Magazine, Momentum, Chris Dyer, Martin Macyszyn and George Angeliadis are, collectively, the "Non-Debtor Defendants" and individually a "Non Debtor Defendant"). On November 9, 2023, the Court entered an Order Granting the Debtor's Ore Tenus Motion for Order of Referral to Mediation. The Mediation includes Plaintiffs Elizabeth Wilkosky, Terri Lisk-Penhale, and Jane Doe and the Non-Debtor Defendants (the "Mediation Parties"). The overall goal of the Parties is to agree to a global mediation settlement to resolve all claims asserted in the Lawsuits against the Debtor and the Non-Debtor Defendants. The Mediation is scheduled to start on December 19, 2023 and continuing through December 20, 2023. If necessary, December 21, 2023 has been reserved in the event that mediation is not concluded by December 20, 2023. The Debtor's Plan will be funded by: (i) Projected disposable income from business operations; (ii) contributions from NonDebtor Defendants and (iii) funding from the Policies. The Debtor's projected disposable income will, among other things, result in payment of (a) all operating expenses and reserves, (b) payment of all administrative expenses of the chapter 11 case, for all professional fees including the fees of the Debtor's counsel and subchapter V Trustee; (c) payment of priority tax claims; (d) payment of secured and priority claims; and (e) payment of a percentage of the allowed claims of unsecured creditors once all claims are allowed. The final Plan payment is expected to be paid in the 60th month from confirmation of the Plan which is anticipated to be made in calendar year 2028. Class 8 consists of all non-priority unsecured claims allowed under Section 502 of the Code, except the claims of Putative Class Members. These claims include all business-related unsecured claims but not any of the claims in Class 9. The Debtor estimates that the total amount of the unsecured allowed claims are approximately $360,840.00. The Debtor reserves the right to object to any scheduled or filed claim. In the event that this Plan is confirmed, the Debtor shall pay the claims of the general unsecured creditors of Class 4 monthly payments, on a pro rata basis, after the effective date, consistent with the Plan and the projections. In the event that this Plan is not confirmed, or the Plan requires a cramdown pursuant to Section 1191(b) of the Code, the Debtor may seek to either confirm its Plan under Section 1191(b) of the Code or proceed with a sale of its assets. If the Debtor elects to proceed with a sale pursuant to Section 363 of the Code, the Debtor will file a motion to approve the bid procedures and a sale pursuant to Section 363 of the Code. Class 9 consists of the claims of Putative Class Members. The Debtor shall pay the holders of Class 9 claims, pro rata, from contributions to be made to the Class 9 Distribution Pool by National Fire & Marine Insurance Company and/or one or more of the Non-Debtor Defendants (each, a "Participating Non-Debtor Party") in such amounts as may be agreed to by and between the Debtor and any Participating Non-Debtor Party pursuant to one or more settlement agreements approved by the Bankruptcy Court pursuant to Bankruptcy Rule 9019. Class 10 consists of the equity interests of the Debtor. All equity interests of the Debtor will be maintained in the same percentage as existed prepetition. The payments to be made to the holders of claims in Classes 1 through 9 under the Plan will be funded by: (i) Projected disposable income from business operations; (ii) contributions from Non-Debtor Defendants and (iii) funding from the Policies. A full-text copy of the Subchapter V Plan dated December 7, 2023 is available at https://urlcurt.com/u?l=FN5Bv6 from PacerMonitor.com at no charge. Attorneys for Debtor: Alberto "Al" F. Gomez, Jr., Esq. JOHNSON POPE BOKOR RUPPEL & BURNS, LLP 401 E. Jackson Street Ste. 3100 Tampa, FL 33602 Tel: (813) 225-2500 Fax: (813) 223-7118 Email: Ala@jpfirm.com About Lucas, Macyszyn & Dyer Law Firm, PLLC Lucas, Macyszyn & Dyer Law Firm, PLLC handles car accidents, truck accidents, motorcycle accidents and slip and fall injury cases. The law firm is based in New Port Richey, Fla. Lucas, Macyszyn & Dyer Law Firm filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03944) on Sept. 8, 2023, with $1 million to $10 million in both assets and liabilities. Judge Catherine Peek McEwen oversees the case. Alberto F. Gomez, Jr., Esq., at Johnson, Pope, Bokor, Ruppel & Burns, LLP, represents the Debtor as legal counsel. MACY'S INC: Akrhouse, Brigade Mount $5.8-Billion Buyout Bid ----------------------------------------------------------- As widely reported, an investor group consisting of Arkhouse Management and Brigade Capital Management has made a $5.8 billion offer to take department store chain Macy's private. Arkhouse Management, a real estate investment firm, and Brigade Capital, a global asset manager, submitted a bid to buy Macy's for $21 a share, valuing Macy's at $5.8 billion, the Wall Street Journal reported. The deal would pay shareholders a 32% premium above Macy's closing price Friday on Dec. 8, 2023. Reuters notes that the investor group already has a big stake in Macy's through Arkhouse-managed funds and has discussed the proposal with the department store chain, whose board subsequently met to discuss the offer. It is not clear how the retailer views the proposal, the person familiar with the matter said. The Wall Street Journal reported that the investor consortium believes that public markets have undervalued Macy's and may be willing to increase the offer further. An investment bank has reportedly offered a letter confirming the bidders have the funds to complete the buyout. "The buyout group is undoubtedly interested in Macy's large real estate portfolio, which has attracted activists and potential buyers in the past," Morningstar analyst David Swartz said in a note. J.P. Morgan analysts estimate Macy's total real estate value at about $8.5 billion, or $31 per share, including the iconic Herald Square property worth about $3 billion. The retailer crushed analysts' estimates for quarterly profit on lower inventories and strong demand for beauty products in November, signaling that attempts to trim inventory from 2022 highs were finally working ahead of the all-important holiday shopping season. Macy's has a market capitalization of about $4.77 billion and its shares are down nearly 15.79% this year. It is unclear whether Arkhouse and Brigade have the resources to execute on a deal of such a size, given that they have not previously done anything of this magnitude. A $2.4 billion bid that a group of investors led by Arkhouse submitted two years ago for real estate investment trust Columbia Property Trust was unsuccessful. Pimco subsequently acquired Columbia Property for $3.9 billion. * * * Michael Tobin of Bloomberg News reports that the proposed leveraged buyout of Macy's Inc. is a reminder that retail has been a notoriously tough sector for private equity, with debt of companies that were taken private in recent years falling to distressed levels. Many bonds issued by Michael Cos., At Home Group Inc. and Staples Inc. carry triple-C ratings and trade below 80 cents on the dollar following the firms' deals with private equity sponsors. The retailers' operations were pressured before the transactions, meaning the subsequent debt left them with unsustainable leverage, according to Bloomberg Intelligence analyst Mike Campellone. FORTUNE notes that retailers have lagged the overall rally in U.S. stocks this year as investors worry higher interest rates will damp spending and as the companies struggled to maintain the pace of growth seen during the pandemic. Department stores in particular have been confronting a broader shift in consumer habits as shoppers gravitate toward specialty and off-mall retail. About Macy's Inc. New York-based Macy's Inc. -- https://www.macysinc.com/ -- is an omnichannel retail company that operates department stores, websites and mobile applications. As of October 2022, Macy's Inc. operates 722 locations in the United States, Guam, and Puerto Rico. Macys Inc. owns the department store chain Macy's, the more expensive department store brand Bloomingdale's, and the beauty chain Bluemercury. Macy's department stores are among the most high-profile in the U.S. because of its sponsorship of a parade on Thanksgiving Day that has run since 1924, with giant floats and balloons featuring popular cartoon characters. The Macy's top outlet in New York's Herald Square is one of the world’s biggest department stores. MARINE ELECTRIC: Involuntary Chapter 11 Case Summary ---------------------------------------------------- Alleged Debtor: Marine Electric Systems, Inc. 80 Wesley Street South Hackensack, NJ 07606 Business Description: The Debtor offers salinity systems, temperature control panels, proximity sensors, navigational aids, power supplies, and contract manufacturing services. Involuntary Chapter 11 Petition Date: December 14, 2023 Court: United States Bankruptcy Court District of New Jersey Case No.: 23-21586 Petitioners' Counsel: Brian G. Hannon, Esq. NORGAARD O'BOYLE & HANNON 184 Grand Avenue Englewood, NJ 07631 Tel: (201) 871-1333 Email: bhannon@norgaardfirm.com A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IZBPOTI/Marine_Electric_Systems_Inc__njbke-23-21586__0001.0.pdf?mcid=tGE4TAMA Alleged creditors who signed the petition: Petitioner Nature of Claim Claim Amount MES Financial, LLC Judgment $4,716,926 3118 Balis Drive, Ste. 15B Baton Rouge, LA 70808 VentureSpire Group, LLC Loans $952,165 2621 N. Atlantic Blvd. Fort Lauderdale, FL 33308 12R Consulting, LLC Professional Fees $11,000 250 Overton Street Pittsburgh, PA 15221 MARYLAND HEIGHTS: S&P Affirms 'BB+' Long-Term Rating on 2015 Certs ------------------------------------------------------------------ S&P Global Ratings affirmed its 'BBB-' issuer credit rating on Maryland Heights, Mo., and its 'BB+' long-term rating on the city's series 2015 certificates of participation, and removed the ratings from CreditWatch, where they had been placed with negative implications on Sept. 20, 2023. The outlook is stable. "The CreditWatch removal reflects our receipt of additional information relating to actions that the city has taken to increase pledged revenue for the unrated series 2018 IDA revenue bonds and its associated uncured payment-related default," said S&P Global Ratings credit analyst Coral Schoonejans. S&P said, "Notwithstanding a history of underperforming pledged revenue of the series 2018 IDA revenue bonds, we believe the city's overall financial profile supports a stable outlook at the rating. The stable outlook reflects our view that sales tax collections and enterprise performance will likely improve and that we thus do not expect the city to have complications making full and timely payments on the series 2018A bonds or other debt obligations carrying a formal pledge. We also do not believe that the default on the nonrecourse debt is evidence of a broader unwillingness or inability to pay conditional debt obligations or that it is likely to lead to financial deterioration." MATRIX HOLDINGS: S&P Lowers ICR to 'D' on Missed Interest Payment ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S. telecommunications analytical solutions provider Matrix Holdings Inc. (doing business as Mobileum) to 'D' from 'SD' (selective default). At the same time, S&P lowered its issue-level rating on the company's first-lien debt to 'D' from 'CCC'. The downgrade follows Mobileum's recent announcement that it failed to make an interest payment on its $55 million first-lien revolving credit facility due 2027. The company has a five-business-day grace period to make the payment, though S&P does not expect it will do so over this timeframe. Furthermore, S&P expects Mobileum will also miss the interest payment on its first-lien term loan that comes due later this month. Management is seeking waivers from its creditors until it can restate its financial statements. This follows the ongoing special committee investigation into the company stemming from certain accounting issues related to revenue recognition irregularities in 2020-2022. MCMILLAN-WARNER MUTUAL: A.M. Best Cuts Fin. Strength Rating to B- ----------------------------------------------------------------- AM Best has downgraded the Financial Strength Rating to B- (Fair) from B+ (Good) and the Long-Term Issuer Credit Rating to "bb-" (Fair) from "bbb-" (Good) of McMillan-Warner Mutual Insurance Company (MWM) (Marshfield, WI). The outlook of these Credit Ratings (ratings) is negative. The ratings reflect MWM's balance sheet strength, which AM Best assesses as adequate, as well as its marginal operating performance, limited business profile and marginal enterprise risk management. The rating downgrades reflect the considerable weakening in MWM's key balance sheet strength metrics as well as its overall level of risk-adjusted capitalization, as measured by Best's Capital Adequacy Ratio (BCAR) through Sept. 30, 2023. Since year-end 2022, policyholders' surplus has fallen sharply influenced by ongoing volatility on the underwriting side due to catastrophe losses as well as unrealized capital losses. Further, the company's surplus was overstated on its 2022 annual statement filing as a result of an error related to an aggregate reinsurance recovery. Over the most recent year, net premiums have risen significantly due to the removal of a personal automobile quota share, causing underwriting leverage measures to spike and exceed the personal property industry composite average by a wide margin. Thus, the company's balance sheet strength assessment was downgraded to adequate from strong. While management continues to address the deterioration through rate increases, cancelling or non-renewing policies given its tighter underwriting guidelines, the negative outlook on the balance sheet strength building block considers the uncertainty in the overall effectiveness of these actions. In the event of additional deterioration in policyholders' surplus or overall risk-adjusted capitalization, the ratings could be further downgraded. MILE HI TRANSPORTATION: Unsecureds Will Get 100% in 5 Years ----------------------------------------------------------- Mile High Transportation, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a Plan of Reorganization for Small Business dated December 7, 2023. The Debtor is a Colorado limited liability company which owns and operates a trucking company. Debtor owns five tractors and nine trailers which it uses to transport various goods across the country. The Debtor's bankruptcy filing was caused by a couple major issues. First, the trucking industry suffers when fuel prices go up because it is one of the primary costs in the industry, and fuel prices have been relatively high in recent years. Second, issues in the supply chain stemming from COVID-19 compounded the issue. If those had been the only issues, Debtor could have weathered the storm. Unfortunately, the Debtor hired a financial analyst who recommended that it expand its operations via a Merchant Cash Advance ("MCA") in favor of SOS Capital, LLC. As a result of the MCA and its frequent cash sweeps, the Debtor's cash flow cratered, it fell behind on the payments on its vehicles, and the Debtor had to ultimately seek the protection of the bankruptcy code to avoid efforts to repossess its vehicles. Class 19 consists of those unsecured creditors of the Debtor who hold allowed claims that were either scheduled by the Debtor as undisputed, or subject to timely filed proofs of claim to which the Debtor does not successfully object. Class 19 in impaired by the Plan. Class 19 claimants shall receive payment of their allowed claims as follows: * Class 19 shall receive a pro rata distribution equal to 100% of the Debtor's Net Revenue calculated on a quarterly basis after contributions to the Expense Reserve as set forth in the Appendix. For the absence of doubt, the Expense Reserve will never exceed $100,000 which amount is necessary to ensure the Debtor can respond to, among other things, changes in market conditions such as increases in fuel prices and mechanical emergencies that could prevent Debtor's trucks from being on the road. * Commencing on the first day of the second calendar quarter following the Effective date of the Plan and continuing each quarter thereafter, the Debtor shall set aside an amount equal to 100% of the prior quarter's Net Revenue. By way of example, if the Plan is confirmed in January 2024, then on April 1, 2024, the Debtor shall set aside an amount equal to the Net Revenue generated from January 2024 through March 2024. * The first distribution to the Expense Reserve and then to Class 19 Creditors shall be made on the fifteenth day of the second calendar quarter following the Effective Date of the Plan. Distributions to Class 19 creditors shall continue on the fifteenth day of each calendar quarter thereafter. * Based on the Debtor's projections, the Debtor estimates Class 19 Creditors will receive 100% on account of their claims. Upon request by any party in interest, the Debtor shall provide a quarterly financial statement, including amounts disbursed to creditors in accordance with the Plan. Class 20 includes the interests in Debtor held by the its pre confirmation shareholders. Class 20 is not impaired by this Plan. On the Effective Date of the Plan, Class 20 Interest Holders shall retain their interests in Debtor which they owned prior to the Petition Date. Debtor's Plan is feasible. As noted in the Debtor's projections, the Debtor projects to pay unsecured creditors in full over the course of 5-years. As evidenced by the projections, Debtor anticipates that its income will be positive each year of the Plan, and will generate sufficient revenue to meet its obligations under the Plan. The Debtor has used its best efforts to prepare accurate projections. On the Effective Date of the Plan, Mr. Jesse Trujillo, the sole member and manager of Debtor, shall be appointed pursuant to Section 1142(b) of the Bankruptcy Code for the purpose of carrying out the terms of the Plan, and taking all actions deemed necessary or convenient to consummating the terms of the Plan. A full-text copy of the Plan of Reorganization dated December 7, 2023 is available at https://urlcurt.com/u?l=UOVCEK from PacerMonitor.com at no charge. Attorneys for Debtor: Jonathan M. Dickey, Esq. KUTNER BRINEN DICKEY RILEY, PC 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Telephone: (303) 832-2400 Email: jmd@kutnerlaw.com About Mile Hi Transportation Mile Hi Transportation, LLC, is a Colorado limited liability company which owns and operates a trucking company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-14054) on Sept. 8, 2023. In the petition signed by Jesse Trujillo, managing member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Thomas B. Mcnamara oversees the case. Jonathan M. Dickey, Esq., at Kutner Brinen Dickey Riley PC, is the Debtor's legal counsel. MJS CAPITAL: Drew McManigle Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 7 appointed Drew McManigle as Subchapter V trustee for MJS Capital Management, Inc. Mr. McManigle will be paid an hourly fee of $425 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. McManigle declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Drew McManigle 700 Milam, Suite 1300 Houston, TX 77002 Telephone: (410) 350-1839 Email: drew@macco.group About MJS Capital MJS Capital Management, Inc. owns 17 real properties in Houston, Texas, having a total market value of $2.96 million. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-34790) on Dec. 4, 2023, with $2,963,444 in assets and $2,506,991 in liabilities. Marlene Janet Sarres, president and chief executive officer, signed the petition. Alex O. Acosta, Esq., at Acosta Law, PC represents the Debtor as bankruptcy counsel. MOLEKULE GROUP: Mack Says Plan Violates Absolute Priority Rule -------------------------------------------------------------- Mack Molding Company, Inc., together with its affiliates and subsidiaries, objects to Molekule Group, Inc. and Molekule, Inc.'s Amended Joint Plan of Reorganization: * The Debtors' Plan violates the absolute priority rule embodied in Section 1129(b)(2)(B)(ii) of the Bankruptcy Code. Under the Plan, certain insider investors would retain (or increase) their equity interest in the Reorganized Debtors in exchange for (at most) $5 million. That contribution bears no relation either to the value of the Debtors or the value of the new equity interests in the reorganized entity. It was determined simply by calculating the Debtors' liquidity needs while in Chapter 11 and leaving some dry powder for the reorganized entity post-confirmation. The Debtors and their advisors made no effort prepetition to value the Debtors to determine whether the $5 million contribution was appropriate. Nor did the Debtors subject their assets or the proposed $5 million contribution to a market test. To the contrary, the person who negotiated the pre-packaged Chapter 11 filing testified that the apportionment of the new equity interests in the Reorganized Debtors was "arbitrary" and the result of "horse-trading." * Based on the undisputed factual record before the Court, the Debtors' Plan violates the absolute priority rule under established (and binding) Supreme Court and 11th Circuit precedent directly applicable to this case. * The Debtors are likely to argue that because they also negotiated with SVBC, a non-equityholder that contributed $500,000 of the $5 million new value contribution, the Debtors' insider investors did not receive an exclusive opportunity to contribute new money in exchange for equity in the Reorganized Debtors. That argument fails based on the reasoning set forth in the binding precedent cited above and case law directly holding that including one non-equityholder in a new value payment does not overcome the market valuation required by North Lasalle. Conversely, Mack's research produced no case law in support of the argument Debtors' advance here. * The Debtors' abdication of their fiduciary duties to the estate and creditors is even worse than it might appear at first glance. While this case has been pending, as recently as Nov. 13th, members of the Debtors' board were arranging to consult an investment banker and were preparing a "pitch-book" designed to market the Debtors' business post-confirmation with the expectation that a sale price as high as $75-$100 million dollars was "certainly possible." * The Debtors' board and investors charted this course while ignoring an offer from Mack to purchase 63% of the equity (the same percentage the Old Equityholders propose to purchase) for over $8 million - more than $3 million higher than the price of the Effective Date Contribution. In sum, Mack Molding Company asserts that the Plan should not be confirmed because it violates Sections 1129(a)(1) and 1129(a)(3). It adds that since the Class 8 general unsecured creditors voted to reject the Plan, the Debtors can only confirm the Plan if the Debtors satisfy the cram-down requirements of Section 1129(b). The Debtors, according to Mack, cannot meet their burden because the Plan is not fair and equitable to, and discriminates unfairly against, general unsecured creditors. Counsel for Mack Molding Company, Inc. Jason S. Rigoli, Esq. FURR AND COHEN, P.A. 2255 Glades Road, Suite 419A Boca Raton, FL 33431 Tel: (561) 395-0500 Fax: 561-338-7532 E-mail: jrigoli@furrcohen.com - and - . G. Mark Edgarton, Esq. Jacob S. Lang, Esq DOUGLAS R. GOODING, P.C Choate, Hall & Stewart Two International Place Boston, MA 02110 Tel: (617) 248-5277 Cell: (617) 590-5799 E-mail: dgooding@choate.com gedgarton@choate.com jslang@choate.com About Molekule Inc. Molekule, Inc., and Molekule Group, Inc., which manufacture air purifiers, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-18094) on October 3, 2023. In the petition signed by Ryan Tyler, chief financial officer, Molekule, Inc. disclosed $11,592,471 in total assets and $46,952,909 in total liabilities. The Hon. Erik P. Kimball is the case judge. The Debtors tapped Bradley S. Shraiberg, Esq., at Shraiberg Page, PA as bankruptcy counsel and the law firm of Ossentjuk & Botti as special counsel. NB LOFT VUE: Updates Liquidating Plan Disclosures ------------------------------------------------- Randy W. Williams, not individually but as Chapter 11 trustee of NB Loft Vue, DST and NB Vue Mac, DST, submitted a Combined Amended Disclosure Statement and Joint Plan of Liquidation for the Debtor dated December 11, 2023. The Plan is a liquidating plan. The Plan provides that the Trustee will administer and liquidate all remaining property of the Debtors, and will distribute the proceeds in accordance with the Plan and the priority scheme set forth in the Bankruptcy Code, subject to certain agreements by creditors to accept lesser treatment than set forth in the Bankruptcy Code. During the pendency of the Chapter 11 Cases, substantially all assets of the Debtors were liquidated. On the Effective Date, the Trustee will administer the Plan and wind down the Debtors' estates. As of the Effective Date of the Plan, the Trustee will be responsible for all payments and distributions to be made under the Plan to the Holders of Allowed Claims. Each Executory Contract and Unexpired Lease to which a Debtor is a party shall be deemed rejected. Both Loft Vue and Vue Mac are borrowers under separate loan and security agreements with their senior secured lender, Fannie Mae. The following is Loft Vue's version of what happened next. In order to avoid Fannie Mae foreclosing on its deed of trust and security agreement, Loft Vue entered into that certain Loan Modification Agreement on November 1, 2020. Among other things, the Loan Modification Agreement required Loft Vue to: (i) resume monthly payments of interest (with principal payments deferred for one year); (ii) make certain required deposit payments to Fannie Mae (including for taxes and insurance); (iii) pay monthly installments of principal and interest for the months of May through September 2020 over a period of 24 months; (iv) make additional deposit payments for required repairs to the Loft Vue Facility; and (v) fund a "Debt Service Reserve Account" in the amount of $151,920.50. In April 2021, Loft Vue found itself unable to timely service its substantial debt obligations under the Loan Documents, and Fannie Mae declared a default, accelerated the loan, and noticed up a foreclosure sale for July 6, 2021. Vue attempted on multiple occasions to obtain an additional forbearance period to facilitate a long-term solution to the repeated defaults committed under the Loan Documents. Fannie Mae refused these requests. Fannie Mae insisted upon payment of $667,000 (representing all past due principal and interest, default interest, legal fees, and previously deferred amounts) to reinstate the loan and avoid foreclosure. This was an impossible demand for Loft Vue to meet. Accordingly, Loft Vue filed a chapter 11 petition to stay Fannie Mae's foreclosure sale. The following is Fannie Mae's version of what happened next. Fannie Mae and its servicer attempted to reach out to Loft Vue's representatives to resolve the ongoing defaults but received no meaningful response until it noticed foreclosure. In order to avoid Fannie Mae foreclosing on its deed of trust and security agreement, Loft Vue entered into that certain Loan Modification Agreement on November 1, 2020. At the time of signing, Loft Vue acknowledges that the arrearage of monthly principal and interest payments for the period of May through September 2020 totaled $173,904.00. Among other things, the Loan Modification Agreement required Loft Vue to: (i) resume monthly payments of interest (with principal payments deferred for one year); (ii) make certain required deposit payments to Fannie Mae (including for taxes and insurance); (iii) pay monthly installments of principal and interest for the arrearage for the months of May through September 2020 over a period of 24 months; (iv) make additional deposit payments for required repairs to the Loft Vue Facility; and (v) fund a "Debt Service Reserve Account" in the amount of $245,025.00. In April 2021, Loft Vue found itself defaulted in paying its monthly debt obligations under the Loan Documents, and Fannie Mae declared a default, accelerated the loan, and noticed up a foreclosure sale for July 6, 2021. While Loft Vue and Fannie Mae continued discussions regarding Loft Vue's defaults, including requests from Loft Vue for financial accommodations from Fannie Mae to which Fannie Mae was not willing to agree, ultimately, Loft Vue and Fannie Mae were not able to reach a resolution of Loft Vue's debt. Accordingly, Loft Vue filed a chapter 11 petition to stay Fannie Mae's foreclosure sale. The following is Vue Mac's version of what happened next. In order to avoid Fannie Mae foreclosing on its deed of trust and security agreement, Vue Mac entered into that certain Loan Modification Agreement on November 1, 2020. Among other things, the Loan Modification Agreement required Vue Mac to: (i) resume monthly payments of interest (with principal payments deferred for one year); (ii) make certain required deposit payments to Fannie Mae (including for taxes and insurance); (iii) pay monthly installments of principal and interest for the months of May through September 2020 over a period of 24 months; (iv) make additional deposit payments for required repairs to the Vue Mac Facility; and (v) fund a "Debt Service Reserve Account" in the amount of $245,025.00. In April 2021, Vue Mac found itself unable to timely service its substantial debt obligations under the Loan Documents, and Fannie Mae once again declared a default, accelerated the loan, and noticed up a foreclosure sale for July 6, 2021. Vue Mac attempted on multiple occasions to obtain an additional forbearance period to facilitate a long-term solution to the repeated defaults committed under the Loan Documents. Fannie Mae refused all of these requests. Fannie Mae insisted upon a payment of approximately $1.4 million (representing all past due principal and interest, default interest, legal fees, and previously deferred amounts) to reinstate the loan and avoid foreclosure. This was an impossible demand for Vue Mac to meet. Accordingly, Vue Mac filed a chapter 11 petition to stay Fannie Mae's foreclosure sale. The following is Fannie Mae's version of what happened next. Fannie Mae and its servicer attempted to reach out to Vue Mac's representatives to resolve the ongoing defaults but received no meaningful response until it noticed foreclosure. In order to avoid Fannie Mae foreclosing on its deed of trust and security agreement, Vue Mac entered into that certain Loan Modification Agreement on November 1, 2020. At the time of signing, Vue Mac acknowledges that the arrearage of monthly principal and interest payments for the period of May through September 2020 totaled $714,766.00. Like Loft Vue, Vue Mac also immediately defaulted under its Loan Modification Agreement (including funding the Debt Service Reserve Account). As a result, Fannie Mae again declared a default and scheduled a foreclosure sale for Vue Mac for January 6, 2021. Fannie Mae received assurances from Vue Mac that it had agreed in principal to a forbearance proposal with Fannie Mae, and that based on such assurances Fannie Mae agreed not to proceed with foreclosure. In April 2021, Vue Mac once again defaulted on its monthly payment obligations under the Loan Documents, and Fannie Mae once again declared a default, accelerated the loan, and noticed up a foreclosure sale for July 6, 2021. While Vue Mac and Fannie Mae continued discussions regarding Vue Mac's defaults, including requests from Vue Mac for financial accommodations from Fannie Mae to which Fannie Mae was not willing to agree, ultimately, Vue Mac and Fannie Mae were not able to reach a resolution of Loft Vue's debt. Accordingly, Vue Mac filed a chapter 11 petition to stay Fannie Mac's foreclosure sale. The Combined Amended Disclosure and Plan does not alter the proposed treatment for unsecured creditors and the equity holder: * Class VM4. On the applicable Distribution Date, each Holder of an Allowed General Unsecured Claim will receive its Pro Rata share of 50% of any net recovery from the Tax Value Claims payable to the Trustee, net of the Trustee's fees. * Class LV4. On the applicable Distribution Date, each Holder of an Allowed General Unsecured Claim will receive its Pro Rata share of $35,000.00 in cash that would otherwise be available for payment of Administrative Expense Claims. * On the Effective Date, all Equity Interests in the Debtors shall be canceled. No Distribution shall be made on account of Equity Interests in the Debtors. Special Counsel for Randy W. Williams: Bruce J. Ruzinsky, Esq. Matthew D. Cavenaugh, Esq. Jackson Walker LLP 1401 McKinney, Suite 1900 Houston, TX 77010 Phone: (713) 752-4204 E-mail: bruzinsky@jw.com mcavenaugh@jw.com About NP Loft Vue and NB Vue Mac NP Loft Vue DST and NB Vue Mac DST sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 21-32292) on July 6, 2021, with as much as $50 million in both assets and liabilities. Patrick Nelson, the Debtors' authorized representative, signed the petition. Judge Marvin Isgur oversees the cases. The Debtors tapped Tucker Ellis, LLP and Munsch Hardt Kopf & Harr, P.C. as legal counsels, and O'Boyle Properties, Inc. as investment banker. Randy W. Williams is the Chapter 11 trustee appointed in the Debtors' cases. Jackson Walker, LLP, TPS-West, LLC and Ryan, LLC serve as the trustee's legal counsel, accountant and property tax consultant, respectively. NEAR INTELLIGENCE: Proposes Sec. 363 Sale, Files Liquidating Plan ----------------------------------------------------------------- Near Intelligence, Inc., et al., filed a Combined Disclosure Statement and Plan, which provide for the liquidation of the Debtors' remaining assets and distribution of the proceeds of the sale and the remaining assets to the holders of allowed claims against the Debtors. The Debtors have incurred losses each year since their inception in 2012, having suffered a net loss of approximately $100 million for the fiscal year ended Dec. 31, 2022. As revenues have been modest, the Debtors have relied heavily on debt and equity financings to fund operations. Despite the revenues generated from sales of their software products and management's best efforts to stabilize operations, the Debtors' business prospects have significantly declined in recent months. Several factors, among others, have contributed to this decline. Competition in the data intelligence industry is robust and the market is saturated with competitors who are constantly developing new technologies and products for more efficiently gathering, cataloging, and updating data. The Debtors' inability to maintain the quality of their products in accordance with industry standards has led to difficulties in retaining and obtaining customers, as customers have numerous firms to turn to for their data intelligence needs. There have also been significant changes in regulatory and legal environments surrounding data protection and privacy. The recent enactment of stricter data privacy regulations has generally caused headwinds throughout the industry, and it has become increasingly difficult for data intelligence providers to aggregate the accurate consumer and behavior data that they rely on to deliver their software products. The Debtors have also faced difficulty in recent years raising capital in an amount sufficient to meet their liquidity needs and fund operations. As a result, the Debtors have been forced to undertake necessary cost reduction actions, including significant reductions in force. These actions have made it increasingly difficult for the Debtors to maintain their high standards for developing, maintaining, and delivering their software products. These factors (among others) have made it increasingly difficult or the Debtors to maintain and grow their current customer base and realize net positive revenues. The Debtors and Blue Torch engaged in a series of negotiations over the course of several weeks to implement a comprehensive restructuring transaction involving the commencement of these Chapter 11 Cases to execute a value-maximizing Section 363 sale of their assets free and clear of all claims and interests. The Section 363 sale will be followed by a liquidating chapter 11 plan to wind-down the Chapter 11 Cases. The DIP Facility includes a wind-down amount to support the implementation of the plan and an orderly wind-down of the estates. Stalking Horse Bidder In connection with the proposed Section 363 sales process, the Debtors have filed a motion seeking, among other things, approval of sale procedures that provide for BTC Near HoldCo LLC (together with each of its permitted successors, assigns and designees) to serve as a Stalking Horse Bidder for substantially all of their assets, against which higher or otherwise better offers may be sought, providing a clear path to consummate a transaction. BATC NEar HoldCo is an entity formed by the Debtors' existing secured lenders, which are affiliates of Blue Torch Finance LLC. The stalking horse bid will set the floor for a competitive bidding process where topping bids could yield additional value that would inure to the benefit of all stakeholders. The Stalking Horse APA contemplates a purchase price for the assets that is valued at $50 million (plus certain assumed liabilities), which is in the form of a credit bid consisting of (x) all outstanding obligations under the DIP Facility and (y) not less than $34 million of the outstanding obligations under the Prepetition First Lien Facility. The Debtors began engaging with interested parties prior to the Petition Date and will market test the stalking horse bid to ensure that the Debtors obtain the highest or otherwise best offer or combination of offers for substantially all of the business assets or some or all of their assets. Bid Procedures Motion In November 2023, the Debtors, GLC, and the other Restructuring Advisors commenced a targeted marketing and sale process for substantially all of the Debtors' assets. In connection with the marketing efforts, GLC contacted over 100 parties that might be interested in pursuing a transaction for the Debtors' assets (including strategic and financial partners). Although this process has not yet yielded a viable proposal for a transaction involving the Debtors' assets, GLC will continue marketing the assets on a postpetition basis pursuant to the bid procedures. If approved, the proposed bid procedures will enable the Debtors to expeditiously sell their assets free and clear of liens, claims, rights, interests, pledges, obligations, restrictions, limitations, charges, encumbrances, and other interests. Time is of the essence in consummating a value-maximizing sale transaction. While the Debtors negotiated for as much runway as possible, Blue Torch emphasized the need for an expedited process given the Debtors' liquidity profile. Accordingly, the milestones set forth in the DIP Facility, consistent with the timeline set forth in the proposed bid procedures, contemplate a brief but robust postpetition marketing process and sale. On the Petition Date, the Debtors filed a motion seeking authority to proceed with a bidding and auction process to consummate the Sale through the Sale Process that the Debtors expect will generate maximum value for their assets. The Debtors intend to implement a robust and expeditious Sale process. The Debtors will seek topping bids to maximize value for their stakeholders. If no topping bids emerge during the auction process, the Debtors shall move to expeditiously close the Sale with the Stalking Horse Bidder. Following the closing of the sale, the Debtors will focus principally on efficiently winding down their businesses, preserving cash held in the Estates, monetizing their remaining Assets and pursuing confirmation of this Plan. The remaining Assets are expected to consist of, among other things, the Litigation Trust Assets. This combined Disclosure Statement and Plan provides for the Assets (including the prosecution of Causes of Action), to the extent not already liquidated, to vest in the Litigation Trust and to be liquidated over time and the proceeds thereof to be distributed to Holders of Allowed Claims in accordance with the terms of the Plan and the treatment of Allowed Claims described more fully herein. The Litigation Trustee will effect such liquidation and distributions. The Debtors will be dissolved as soon as practicable after the Effective Date. Unsecured Creditors Under the Plan, Class 4 consists of General Unsecured Claims. In the event that there is an excess of value remaining in the Litigation Trust Assets after Class 3 Prepetition Loan Claims are paid in full, holders of Class 4 General Unsecured Claims will receive their Pro Rata Share of the Litigation Trust Distribution Proceeds. Class 4 is impaired. "Litigation Trust Assets" shall consist of the following: (i) all remaining assets of each of the Debtors that have not been sold or abandoned prior to the Effective Date following payment of (or establishment of appropriate reserves for) all Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, Allowed Professional Fee Claims, Allowed Other Secured Claims, U.S. Trustee Fees and the amounts required to fund a wind-down of the Debtors' estates, (ii) all Retained Causes of Action, including the proceeds related thereto; (iii) all assets recovered by the Litigation Trustee on behalf of the Litigation Trust on or after the Effective Date through enforcement, resolution, settlement, collection, return, or otherwise; (iv) any proceeds resulting from the Litigation Trustee's investment of the Litigation Trust Assets on or after the Effective Date owned by the Debtors on the Effective Date; and (v) the Excess Sale Proceeds, if any. For the avoidance of doubt, Avoidance Actions shall not constitute Litigation Trust Assets. "Litigation Trust Distribution Proceeds" shall mean all Cash realizable from the Litigation Trust Assets after Payment in Full or satisfaction of the (i) Administrative Claims (including DIP Loan Claims and Professional Fee Claims), Priority Tax Claims and Priority Non-Tax Claims, and (ii) the payment of, and reserving for, Litigation Trust Expenses in accordance with the Litigation Trust Agreement. Distributions under the Plan shall be funded from Cash on hand, the proceeds of the Sales and proceeds of the Litigation Trust. Proposed Co-counsel for the Debtors: Rachel C. Strickland, Esq. Andrew S. Mordkoff, Esq. Joseph R. Brandt, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Ave. New York, NY 10019 Tel: (212) 728-8000 Fax: (212) 728-8111 E-mail: rstrickland@willkie.com amordkoff@willkie.com jbrandt@willkie.com - and - Edmon L. Morton, Esq. Matthew B. Lunn, Esq. Shane M. Reil, Esq. Carol E. Cox, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King St. Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: emorton@ycst.com mlunn@ycst.com sreil@ycst.com ccox@ycst.com A copy of the Combined Disclosure Statement and Plan dated December 8, 2023, is available at https://tinyurl.ph/rjtqL from PacerMonitor.com. About Near Intelligence Near Intelligence Inc. -- https://www.near.com/ -- is a publicly traded software firm that provides data insights to major companies including Wendy's Co. and Ford Motor Co. Near is a global, privacy-led data intelligence platform curates one of the world's largest sources of intelligence on people and places. Near's patented technology analyzes data to deliver insights on approximately 1.6 billion unique user IDs across 70 million points of interest in more than 44 countries. With a presence in Pasadena, San Francisco, Paris, Bangalore, Singapore, Sydney, and Tokyo, Near serves enterprises in a diverse spectrum of industries including retail, real estate, restaurant, travel/tourism, telecom, media, and more. Near Intelligence Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11962) on Dec. 8, 2023. In the petition filed by CFO John Faieta, the Debtor estimated assets between $50 milliion and $100 million and liabilities between $100 million and $500 million. Near is represented by Willkie Farr & Gallagher LLP and Young Conway Stargatt & Taylor, LLP, as counsel, Ernst & Young LLP as restructuring advisor and GLC Advisors & Co., LLC as restructuring investment banker. Kroll is the claims agent. NORTHEAST GROCERY: Fitch Assigns 'BB+' Rating on Secured Term Loan ------------------------------------------------------------------ Fitch Ratings has assigned a final rating of 'BB+'/'RR1' to Northeast Grocery, Inc.'s senior secured term loan following the close of the company's refinancing transaction. Northeast Grocery, Inc. and its subsidiaries Tops Market Corporation (Tops) and the Golub Corporation have a Long-Term Issuer Default Rating (IDR) of 'B+'. The company's ABL credit facility, which is co-issued by Tops and Golub, is rated 'BB+'/'RR1'. The Rating Outlook is Stable. Northeast Grocery's ratings reflect the company's moderate scale, with revenue and EBITDA in the mid-$6 billion and low-$300 million ranges, respectively. Although the company has good market shares in its key markets in New York and neighboring states, its limited size and cash flow leave it somewhat vulnerable to strengthening competition from scaled, national players in the grocery and general merchandise space. These concerns are mitigated by the company's good local positioning and merger-driven synergy achievement which support positive FCF generation over the rating horizon. The rating also considers the company's reasonable leverage, which Fitch projects to be approximately 4x in 2023 (fiscal year ending April 2024) and in the high-3x range beginning 2024. KEY RATING DRIVERS Small Scale: Northeast Grocery's rating is constrained by its moderate size, with 273 stores and $6.7 billion in revenue across six states, primarily in New York. This compares to close to $250 billion in U.S. grocery revenue for in-market competitors Walmart Inc. (AA/Stable) excluding Sam's Club, and around $60 billion for Ahold Delhaize N.V. The company is also significantly smaller than national players The Kroger Company (nearly $150 billion in revenue) and Albertsons Companies (over $75 billion in revenue). Scaled food retailers have advantaged negotiating positions with inventory suppliers and other vendors and relatively greater ability to invest in revenue driving initiatives like healthy physical infrastructure, robust omnichannel models and marketing. These strengths can help scaled players gain share against smaller competitors over time. Northeast Grocery's predecessor entity Tops Holding II Corporation underwent a bankruptcy in 2018 and cited scale disadvantages with regard to sourcing desired merchandise, vendor pricing, and footprint expansion. Northeast Grocery's geographically concentrated position also leaves it vulnerable to regional activity, including economic swings or weather events. Good Local Market Positioning: Despite its smaller scale, Northeast Grocery has good local market positions with #1/#2 shares in most operating areas, a credit positive. The company's Tops Markets, Price Chopper and Market 32 banners have fortified their leading local positions over time with a good mix of national and private brands, reasonable pricing, and some investments in a digital sales platform. On a pro forma basis, the company's efforts led to stable, albeit stagnant, revenue around $5.9 billion for the three years prior to the pandemic, accelerating to $6.7 billion in 2022 (fiscal year ending April 2023) given consumer behavior shifts and inflation. The company's execution has also led to good customer stickiness, with loyalty program members generating over 80% of sales. Northeast Grocery has paradoxically benefitted from the challenges of Northeast region market entry, which has somewhat limited new competition and remains one of the most fragmented markets in the U.S. For example, while the company does compete with Walmart, Ahold banners, and strong regional players like Wegmans, it has thus far avoided significant direct competition from Kroger and Albertsons, who have focused their expansion and M&A activity elsewhere. Net new competitive store openings in Northeast Grocery's operating areas is expected to be minimal over the medium term. Merger Synergy Drives EBITDA: Tops and Price Chopper/Market 32 merged in November 2021 with plans to execute over $120 million of cost synergies on a combined sales and EBITDA base of approximately $6.3 billion and $230 million, respectively. The company has actioned over $90 million of expense reductions through eliminating redundant expenses and headcount and finding scale efficiencies across business functions. The remaining synergies are planned to be achieved via continued efforts to leverage scale to reduce input costs and merging information technology functions. Fitch expects these synergy efforts can help Northeast Grocery drive EBITDA from pro forma levels around $230 million to above $300 million in 2023 and toward $335 million by 2025. Synergy achievement is projected to be somewhat mitigated by modest sales volume declines over the next 12 to 18 months as consumers shift meal purchases back toward dining out. Fitch also expects the company will need to reinvest some cost savings into revenue-driving business enhancements like marketing efforts and omnichannel initiatives. Reasonable Leverage; Positive FCF: The company recently completed the issuance of a new $550 million senior secured term loan. Proceeds of the term loan are being used to repay a similar amount of existing first/second lien term loans. The new term loan and approximately $165 million drawn on the company's ABL and FILO tranche comprise Northeast Grocery's pro forma debt, yielding EBITDAR leverage of approximately 4.0x in 2023 and the high-3x thereafter, assuming some EBITDA growth. The company is targeting gross leverage at or below 2.0x, which roughly equates to Fitch-defined EBITDAR leverage at or below 4.0x. Assuming around $320 million of run-rate EBITDA and cash interest and capex each in the $85 million to $90 million range annually, Fitch projects FCF before any sponsor dividends could trend in the low $100 million range. Fitch views Northeast Grocery's positive cash flow, which could be used to support deleveraging or investment in topline initiatives, as a credit positive. Parent Subsidiary Linkage: Fitch's analysis includes a strong subsidiary/ weak parent approach between the parent, Northeast Grocery, Inc. and its two subsidiaries, Tops Market Corporation and the Golub Corporation. Fitch assesses the quality of the overall linkage as high that results in an equalization of IDRs across the capital structure; consequently, the subsidiaries are rated in line with the parent. DERIVATION SUMMARY Northeast Grocery's 'B+'/Stable ratings reflect the company's modest scale and footprint relative to peers, somewhat offset by its good local market share positions. The recent merger of the Tops and Price Chopper/Market 32 banners has provided significant cost synergies, yielding EBITDA growth and positive cash flow. The rating assumes EBITDAR leverage trends below 4.0x over time. Northeast Grocery's rating compares to its highly rated food retail peers Walmart Inc. (AA/Stable) and Target Corporation (A/Stable), which have meaningfully larger scale, national - and in Walmart's case international - presence, strong relationships with counterparties like product manufacturers, and the ability to invest billions of dollars of capital into revenue-driving initiatives across its physical and digital platform. Ratings for these food retail leaders incorporate expectations of EBITDAR leverage well below that of Northeast Grocery in the low-2x for Walmart and high-1x for Target. A similarly rated non-food retail peer is LSF9 Atlantis Holdings, LLC (Victra; B/Positive), a leading authorized Verizon retailer of cellular telephony and related consumer electronics. Fitch expects Victra's EBITDA and FCF before any sponsor dividends to modestly trail those of Northeast Grocery, although Victra has greater geographic presence and strong ties with leading cellular service provider Verizon, which somewhat limits competitive incursion. Victra's Positive Outlook reflects a potential upgrade to 'B+' should EBITDAR leverage sustain below 5.5x. KEY ASSUMPTIONS - Fitch expects Northeast Grocery's 2023 (year ended April 2024) revenue to be approximately $6.6 billion, modestly below the $6.7 billion recorded in 2022 given some moderation to consumer spending and ongoing consumer behavior shifts after several years of strength in the grocery sector. Beginning in 2024, revenue could grow modestly in the 0% to 2% range annually, assuming modest growth in the underlying food retail segment and flattish store count around 275. - EBITDA in 2023 could be in the $320 million range, above the approximately $285 million recorded in 2022 given ongoing synergy achievement, modestly mitigated by slightly negative revenue growth. EBITDA could grow slightly ahead of sales thereafter to the $335 million to $340 million range, assuming continued synergy achievement. EBITDA margins, which were around 4.3% in 2022, could expand toward 5%. - Cash flow prior to dividends, which was approximately $75 million in 2022, could trend in the low $100 million range beginning 2023 given EBITDA growth. The company's ABL facility has a floating rate structure and Fitch assumes base rates of around 5% over the forecast horizon, given the recently higher interest rate environment. Northeast Grocery's new senior secured term loan has a variable rate structure and around $40 million in required amortization annually. Excess cash could be used for reinvestment into the business or dividends, with some restrictions on magnitude per the term loan credit agreement. - EBITDAR leverage, which was 4.2x in 2022, is projected to be approximately 4x in 2023 and in the high-3x range thereafter, assuming debt levels of $715 million in 2023, including $550 million of new term loans and approximately $165 million of ABL borrowings (including the FILO tranche); debt could decline around $40 million annually beginning 2024 given required amortization. RECOVERY ANALYSIS Fitch's recovery assumes Northeast Grocery is maximized as a going concern in a post default scenario, given a going-concern valuation of approximately $1 billion compared with around $600 million in value from a liquidation of assets. Fitch's going concern value is derived from a projected EBITDA of around $225 million. The scenario incorporates revenue of approximately $5.4 billion, around 20% below revenue for the year ended April 30, 2023, assuming closing of around 25 lower-revenue stores and around 10% sales declines at the remaining base. EBITDA margins could trend around 4.2% in a recovery scenario, below Fitch's 5% forecast given some fixed-cost deleverage. A going concern multiple of 4.5x was selected, at the lower end of the 4x-8x range observed for North American corporates and 4x-6x observed for North American retailers, given traditionally lower exit multiples achieved in the food retail space. For example, Tops Market exited its 2018 bankruptcy at an approximately 4.2x multiple. Fitch's projected multiple of 4.5x is slightly higher given the company's greater scale post 2021 merger with Price Chopper/Market 32 and better EBITDA and FCF conversion following cost synergy achievement. The approximately $900 million in value available to service debt, after deducting 10% for administrative claims, yields full recovery for the $325 million ABL, which is limited by a borrowing base including eligible inventory, pharmaceutical prescription files and receivables and is assumed to be 70% drawn at default, and the $25 million FILO tranche which is assumed to be fully drawn. The ABL, which is co-borrowed by The Golub Corporation and Tops Market Corporation, is therefore rated 'BB+'/'RR1'. The new $550 million senior secured term loan, which has a second lien on ABL collateral and a first lien on Northeast Grocery's remaining assets, is expected to have outstanding recovery prospects and is therefore assigned a 'BB+'/'RR1' rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Upward rating action is constrained by Northeast Grocery's EBITDA scale and its geographical concentration in a highly competitive region. An upgrade could result from significant expansion leading to EBITDA close to $500 million (or EBITDAR near $750 million), while maintaining EBITDAR leverage (capitalizing leases at 8x) below 4.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - A downgrade could result from total EBITDAR leverage (capitalizing leases at 8x) sustained above 4.5x on lower-than-expected operating results or debt-financed shareholder friendly activity. A significant moderation in FCF toward breakeven would also be a rating concern. LIQUIDITY AND DEBT STRUCTURE As of April 30, 2023, Northeast Grocery had $63.5 million of cash and equivalents and $219.6 million of availability on its $350 million ABL revolving credit facility (including $25 million FILO tranche) due May 2026 after accounting for $65 million outstanding balance on the revolving credit facility, the full $25 million outstanding on the FILO tranche and $40.4 letters of credit outstanding. Availability on the ABL revolving credit facility is based on a borrowing base whose collateral includes certain inventory, receivables and pharmaceutical prescription files. The company has issued a new $550 million senior secured term loan, whose proceeds are being used to repay the company's existing $277 million in first lien term loans and $236 million in second lien term loans. Following the refinancing, the term loan and ABL/FILO will comprise the company's pro forma debt. Northeast Grocery's ratings are supported by Fitch's expectations of positive FCF through the forecast period. Unlike many retail segments, the food retail industry exhibits limited operating seasonality and consequently limited seasonal working capital swings. ISSUER PROFILE Northeast Grocery, Inc. operates 273 grocery-focused stores, primarily in New York state, under the Tops, Price Chopper, and Market 32 brands. The company generates approximately $6.7 billion in revenue and holds leading shares in most of its primary local markets. SUMMARY OF FINANCIAL ADJUSTMENTS - Fitch adjusts for one-time charges and stock-based compensation; - Rent expense capitalized by 8.0x to calculate historical and projected adjusted debt. 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 ----------- ------ -------- ----- Northeast Grocery, Inc. senior secured LT BB+ New Rating RR1 BB+(EXP) NP WILDCAT TIC 1: Case Summary & Three Unsecured Creditors ---------------------------------------------------------- Debtor: NP Wildcat TIC 1, LLC 180 Avenida La Pata San Clemente, CA 92673 Business Description: NP Wildcat is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: December 15, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-12657 Judge: Hon. Scott C Clarkson Debtor's Counsel: Matthew I. Kaplan, Esq. TUCKER ELLIS LLP 515 Flower Street, #4200 Los Angeles, CA 90071 Tel: 213-430-3400 Fax: 213-430-3409 Email: matthew.kaplan@tuckerellis.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Patrick S. Nelson as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SWL2D4A/NP_Wildcat_TIC_1_LLC__cacbke-23-12657__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Three Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Federal Home Loan Mortgage Loan $0 Corporation c/o Dylan Burstein One South Church Ave. Ste. 1500 Tucson, AZ 85701 Tel: (520) 882-1200 Email: dburstein@swlaw.com 2. Wildcat Lender LLC Loan $0 c/o Mike Farrell 865 S. Figueroa St., Suite 2800 Los Angeles, CA 90017 Tel: (213) 622-5555 Email: mfarrell@allenmatkins.com 3. Trigild Receiver Fees Unknown c/o Nancy Daniels 9339 Genesse Ave., Suite 130 San Diego, CA 92121 Tel: (858) 242-1186 Email: nancy.daniels@trigild.com OSHKOSH REFURB: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Oshkosh Refurb, Inc. 2175 S Koeller Street Oshkosh, WI 54902-9203 Business Description: Oshkosh Refurb is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 15, 2023 Court: United States Bankruptcy Court Eastern District of Wisconsin Case No.: 23-25769 Debtor's Counsel: Paul G. Swanson, Esq. SWANSON SWEET LLP 107 Church Avenue Oshkosh, WI 54901 Tel: 920-235-6690 Email: pswanson@swansonsweet.com Debtor's Financial Advisor: COWIE MANAGEMENT GROUP Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tyler G. Reilly as chairman and sole shareholder. The Debtor indicated it has no unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7OXCB4I/Oshkosh_Refurb_Inc__wiebke-23-25769__0001.0.pdf?mcid=tGE4TAMA PEACE EQUIPMENT: Amends Hidalgo County Secured Claim Pay -------------------------------------------------------- Peace Equipment, LLC, submitted a Third Amended Plan of Reorganization for Small Business dated December 11, 2023. This Plan of Reorganization proposes to pay Debtor's creditors from the cash flow generated in the ordinary course of the Debtor's business after confirmation. Class 1 consists of the allowed secured claim for ad valorem taxes owed to Hidalgo County, et al. The claim was filed in an estimated amount of $25,784.63 for 2022 and 2023. Peace will pay the past due ad valorem taxes in full no later than May 23, 2028, at an interest rate of 12% per annum. Notwithstanding anything to the contrary contained within the Plan, the Secured Tax Claim of Hidalgo County shall be paid by the Debtor, pursuant to the provisions of Section 1129(a)(9)(C), in equal monthly installments, commencing on the Plan's Effective Date and ending sixty months from the petition date. The Claims shall bear interest at the statutory rate of 12% per annum from the date of filing of this case until said taxes are paid in full. Notwithstanding anything in the Plan to the contrary, Hidalgo County shall retain all tax liens until it's secured claim is fully paid, provided however that for any taxes provisions, the tax liens shall be released as against any property so returned. Like in the prior iteration of the Plan, Peace will pay the projected disposable income for 60 months following the effective date to creditors in Class 14 with Allowed General Unsecured Claims. Peace may pay such amounts calendar quarterly starting with the first full calendar quarter after the effective date. Amounts will be paid pro rata based on the total amount of unsecured claims and the unsecured amount for each creditor. The Reorganized Debtor may make adjustments to the final three payments to ensure that the creditors in each class are paid. Interest rates have been calculated at 8.5% per annum and any updates or changes will be calculated at 8.5% per annum. Secured creditors are not required to release liens and encumbrances on collateral until such secured creditor has been paid in full per the terms of this Plan. The Debtor may pursue claims against Pathward for amounts that were not refunded or paid the Debtor when the factoring company was changed post-petition. For purposes of creditors in Classes 3 (BMO Harris), 4 (TBK Bank), 5(CCG), 8 (Regions/Ascentium), 9 (Paccar), 12 (TransLease) and 13 Sumitomo, the adequate protection payment due by the end of December of 2023 shall be deemed to constitute the first plan payment. The plan payments for such classes shall start counting at Plan Payment Month 1 for the payment to be paid on or before the end of December of 2023. Plan Payment Month 2 shall be January 2024, Plan Payment Month 3 shall be March 2023 and the same thereafter. A full-text copy of the Third Amended Plan dated December 11, 2023 is available at https://urlcurt.com/u?l=tsbALK from PacerMonitor.com at no charge. Attorney for Debtor: Reese Baker, Esq. Baker & Associates 950 Echo Lane, Ste. 300 Houston, Texas 77024 (713) 979-2279 (713) 869-9100 Fax About Peace Equipment Peace Equipment, LLC, is a commercial trucking company that provides commercial truck services across the United States. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-70098) on May 24, 2023. In the petition signed by Alejandro G. Mascorro, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. Reese W. Baker, Esq., at Baker and Associates, is the Debtor's legal counsel. PEARL INC: Proposes Immaterial Modifications to Plan ---------------------------------------------------- Pearl Inc. submitted a First Modified First Amended Subchapter V Plan of Reorganization dated December 11, 2023. The only changes between the present Plan and the First Amended Plan dated November 9, 2023 are immaterial and are as follows: * Specific language requested by Secured Creditor Community Loan Services in regards to its claim treatment; * Revisions by the U.S. Trustee concerning liquidation and typographical errors; * Provisions concerning mechanical issues relating to distribution to creditors requested by the Subchapter V Trustee; and * A new secured class is created for the SBA. Originally Community Loan Services' mortgage fully encumbered the Dr. Hugh Plant. However, Community Loan has reduced its secured claim, which in turn creates a small amount of equity ($12,862.61) in order to secure the SBA second mortgage loan on Plant. Under this Plan, the Debtor intends to distribute cash generated from its operations to holders of Allowed Claims. This Plan provides for the treatment of Claims and Interests as follows: * Three Classes of Secured Claims which will be paid the secured value of such creditors' collateral, plus interest, over time; and * One Class of Unsecured Claims which will be paid (i) $500.00 per month for 36 months and (ii) an estimated $1,750.00 per month for 24 months, beginning approximately Plan Month 13 and to continue for 24 months, regardless of the start date of the payments. These payments are to be made directly by the Debtor on a quarterly basis. * Christine and Andrew Blanchard, the Debtor's equity interest holders, will retain their ownership interests in the Debtor. Class 2 relates to the claim of Community Loan Servicing, LLC ("CLS") which has a first mortgage interest in the Debtor's nonoperational shrimp processing plant located at 120 Dr. Hugh St. Martin Drive, in Chauvin, Louisiana (the "Dr. Hugh Plant"). Community filed Proof of Claim No. 3 reflecting a secured claim of $515,234.63. Community is secured by the Dr. Hugh Plant with a current fair market value of $245,000.00. Additionally, Community is holding insurance proceeds that it received after Hurricane Ida of $410,301.05 (the "Insurance Proceeds"). Community will earmark Insurance Proceeds of $140,066.00 for the Debtor's use in rehabilitation of the Dr. Hugh Plant, including but not limited to purchasing an additional refrigeration unit (the "Rehabilitation Proceeds"). The remaining Insurance Proceeds shall be applied to the CLS secured claim. Therefore, the CLS Claim amount of $515,235.00, less the remaining insurance proceeds of $270,235.05, gives Community a remaining claim balance of $244,999.95. CLS further agrees to reduce its secured claim by the amount of $12,862.61, representing a 20% reduction of the Default Interest included on the CLS Proof of Claim. As such, the CLS secured claim herein shall be $232,136.97 (the "CLS Secured Claim"). The Debtor shall pay the CLS Secured Claim at the contract rate of interest of 5%, over 72 months in monthly payments of $3,738.55, for a total payout on the CLS Secured Claim of $269,175.64. The first payment will due on the first day of the first month following the Plan Effective Date. Class 3 relates to the claim of the Small Business Association ("SBA"), which has a second mortgage interest in the Dr. Hugh Plant. The SBA did not file a proof of claim. The SBA has a secured claim of $12,862.61, based upon the equity in the Dr. Hugh Plant after deduction of the CLS mortgage. This claim will be paid in full on the Plan Effective Date. Class 4 consists of General Unsecured Creditors. Louisiana Department of Environmental Quality is the only entity to file an unsecured proof of claim, in the amount of $19,973.57 for annual environmental fees for fiscal years 2017-2022. This Class consists of: (i) POC #5 for $19,973.57; (ii) a Claim of $3,150.52 listed by the Debtor as non-disputed on its Schedules; and (iii) the deficiency claims of secured lenders Acadiana and SBA. As such, unsecured claimants in this Class total $926,376.00. The General Unsecured Creditor Class shall be paid in two ways. First, these Claimants will receive a pro rata portion of the Debtor's monthly disposable income of $500.00 per month over a period of 36 months. These payments will be made directly by the Debtor as the disbursement agent (as opposed to the Subchapter V Trustee). These payments will be made on a quarterly basis, beginning on the 15th day of the third month following the Plan Effective Date. Total payout to this Class is anticipated to be $60,000.00, which is a 6.4% distribution on unsecured claims. The Debtor will fund its monthly plan payments from its disposable income earned from the Debtor's operations. Based upon its annual operations, the Debtor estimates that its monthly disposable net income will be approximately $7,500.00 (prior to the operation of the Dr. Hugh Plant). A full-text copy of the First Modified First Amended Subchapter V Plan dated December 11, 2023 is available at https://urlcurt.com/u?l=hU5Zna from PacerMonitor.com at no charge. Counsel for Chapter 11 Debtor: Robin R. De Leo, Esq. The De Leo Law Firm, LLC 800 Ramon St. Mandeville, LA 70448 Tel: (985) 727-1664 Fax: (985) 727-4388 Email: lisa@northshoreattorney.com About Pearl Inc. Pearl, Inc., a seafood wholesaler in Chauvin, La., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 23-10276) on Feb. 28, 2023, with $262,118 in assets and $1,248,246 in liabilities. Andrew Blanchard, chief operating officer and president, signed the petition. Judge Meredith S. Grabill oversees the case. The Debtor tapped Robin R. De Leo, Esq., at The De Leo Law Firm, LLC as counsel and Patrick Gros, CPA as accountant. PENNSYLVANIA REAL ESTATE: $60MM DIP Loan Has Interim OK ------------------------------------------------------- Pennsylvania Real Estate Investment Trust and its debtor-affiliates obtained interim authority from the U.S. Bankruptcy Court for the District of Delaware for authority to use cash collateral and obtain postpetition financing. PREIT has obtained a superpriority senior secured debtor-in-possession credit facility in an aggregate principal amount of up to $60 million, provided by the Debtors' Prepetition Second Lien Lenders and agented by Wilmington Savings Fund Society, FSB. The DIP Facility provides an interim draw of $30 million under the proposed DIP Financing. The remaining $30 million will be available upon entry of a Final Order. The Debtors are facing an approximate $1.147 billion secured debt maturity on December 10, 2023. The Debtors require immediate access to debtor in possession financing and cash collateral: (a) to pay wages and benefits; (b) to fund day-to-day operational expenses; (c) to pay the administrative costs of the Chapter 11 Cases; (d) to make adequate protection payments as required in the DIP Documents and the DIP Orders; (e) for general corporate purposes, in each case, in accordance with and subject to the DIP Documents and the DIP Orders; and (f) solely utilizing funds from the Final Term Loan, subject to entry of a Final Order granting such relief, to address the property-level debt in a manner set forth in the Approved Budget or as otherwise consented to by Requisite Lenders. Furthermore, as an owner, developer and manager of retail real estate across the U.S., the Debtors' business depends on their ability to successfully market, lease and manage their real estate portfolio. As of the Petition Date, the Debtors will only have approximately $16 million in cash on hand. Without additional financing and the ability to use cash collateral, the Debtors will be unable to satisfy their obligations in these Chapter 11 Cases. The DIP Facility is due and payable through the earliest to occur of (a) the Scheduled Maturity Date, (b) Chapter 11 Plan Effective Date, (c) dismissal of any of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code, (d) the acceleration of the Term Loans and the termination of the commitments under the DIP Credit Agreement, and (e) the closing of a sale of all or substantially all assets or equity of the Loan Parties. The Debtors are required to comply with these milestones: (i) By no later than 11:59 p.m. (ET) on December 10, 2023, (a) commence the Chapter 11 Cases in the Court, (b) file a motion to approve the DIP Facility, and (c) file the Disclosure Statement and the Plan with the Court; (ii) By no later than 11:59 p.m. (ET) on December 13, 2023, the Court must have entered an interim order approving the DIP Facility; (iii) By no later than 11:59 p.m. (ET) on January 12, 2024, the Court must have entered a final order approving the DIP Facility; (iv) By no later than January 30, 2024, the Court must have held a hearing to approve the Disclosure Statement and confirm the Plan; (v) By no later than 11:59 p.m. (ET) on January 31, 2024, the Court must have entered an order approving the Disclosure Statement and confirming the Plan; and (vi) By no later than 11:59 p.m. (ET) on February 15, 2024, the Plan effective date must have occurred. The Debtors are faced with approximately $1.147 billion of matured secured debt, approximately $727 million of which will be equitized as part of these chapter 11 proceedings and the remainder refinanced, significantly de-leveraging the Debtors' balance sheet and repositioning the business for sustained success and growth. The DIP Financing enables the Debtors to effectuate this transaction as it provides the Debtors with necessary liquidity on terms that are reasonable and appropriate, given the circumstances. The Debtors and the Consenting Lenders entered into the Restructuring Support Agreement that sets forth the key terms of a prepackaged plan, under which the Debtors' prepetition debt obligations will be equitized, restructured, repaid, or otherwise satisfied, including the obligations under the Prepetition Credit Agreements. This comprehensive restructuring involves a series of interdependent agreements, each of which is critical to the others and necessary for the Debtors' overall reorganization. One such critical agreement is evidenced by the DIP Documents proposed to be entered into by the Loan Parties and the DIP Secured Parties, which will supply the Debtors with critical and necessary postpetition debtor-in-possession financing in these Chapter 11 Cases. Immediate access to DIP Financing is critical, among other things, (a) to pay wages and benefits; (b) to fund day-to-day operational expenses; (c) to pay the administrative costs of the Chapter 11 Cases; (d) to make adequate protection payments as required in the DIP Documents and the DIP Orders; (e) for general corporate purposes, in each case, in accordance with and subject to the DIP Documents and the DIP Orders; and (f) solely utilizing funds from the Final Term Loan, to address property-level debt in a manner set forth in the Approved Budget or as otherwise consented to by Requisite Lenders. The Debtors comprise 70 entities, including PREIT, PREIT Associates and PREITRubin, Inc. Non-Debtor affiliates include, among others, many special purpose entities with property-level debt obligations. There are approximately 226 entities, both Debtors and non-Debtors, in the corporate structure. As of the Petition Date, the Debtors have approximately $1.147 billion in funded debt obligations that include approximately (i) (a) $305.7 million outstanding under the Prepetition First Lien Term Loan Facility and (b) $114.4 million under the Prepetition First Lien Revolving Facility; and (ii) $727.0 million outstanding under the Prepetition Second Lien Facility. On December 10, 2020, the Prepetition Borrowers, Wells Fargo Bank, National Association, and the lenders entered into an Amended and Restated First Lien Credit Agreement. The agreement provided for secured loan facilities, including a secured first lien revolving credit facility for borrowings up to $130 million and a $305.7 million secured first lien term loan facility. Wilmington Savings Fund Society serves as the successor administrative agent under the Prepetition First Lien Documents. On December 10, 2020, the Prepetition Borrowers, Wells Fargo Bank, National Association, and the lenders entered into an Amended and Restated Second Lien Credit Agreement, providing a $540.5 million secured second lien term loan facility. The agreement includes collateral and ancillary documents, including the Prepetition Second Lien Documents. Wilmington Savings Fund Society serves as the successor administrative agent under the Prepetition Second Lien Documents. The Borrowers, certain Prepetition First Lien Secured Parties, and certain Prepetition Second Lien Secured Parties are also party to an Intercreditor Agreement dated as of December 10, 2020. The Prepetition Intercreditor Agreement defines and confirms the respective rights and obligations of the Prepetition First Lien Secured Parties and the Prepetition Second Lien Secured Parties with respect to, among other things, payment and enforcement of rights against any Shared Collateral. As adequate protection, the Prepetition Secured Parties will be granted adequate protection liens, adequate protection superpriority claims, payment of certain professional fees, and other customary items. A copy of the motion is available at https://urlcurt.com/u?l=ZT7T5a from PacerMonitor.com. About PREIT PREIT (OTCQB:PRET) -- http://www.preit.com/-- is a real estate investment trust that owns and manages innovative properties developed to be thoughtful, community-centric hubs. PREIT's robust portfolio of carefully curated, ever-evolving properties generates success for its tenants and meaningful impact for the communities it serves by keenly focusing on five core areas of established and emerging opportunity: multifamily & hotel, health & tech, retail, essentials & grocery and experiential. Located primarily in densely populated regions, PREIT is a top operator of high quality, purposeful places that serve as one-stop destinations for customers to shop, dine, play and stay. On December 10, 2023, the Debtors voluntarily filed the Chapter 11 Cases in the United States Bankruptcy Court. The Debtors filed a motion with the Bankruptcy Court seeking to jointly administer the Chapter 11 Cases under the caption "In re: Pennsylvania Real Estate Investment Trust, et al." The Hon. Karen B. Owens oversees the Case. As of Sept. 30, 2023, PREIT has $1.72 billion in total assets and total debts of $1.99 billion. DLA Piper LLP (US), Wachtell, Lipton, Rosen & Katz and Dilworth Paxson LLP are serving as legal counsel and PJT Partners LP is serving as financial advisor to PREIT. Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP are serving as legal counsel and Houlihan Lokey is serving as financial advisor to the ad hoc group of PREIT's first lien and second lien secured lenders. Paul Hastings also advises the DIP Lenders. PENNSYLVANIA REAL ESTATE: Owner Ok'd to Tap $30M of $60M Loan ------------------------------------------------------------- Leslie A. Pappas of Law360 reports that bankrupt Philadelphia mall owner Pennsylvania Real Estate Investment Trust got court approval Tuesday, December 12, 2023, to spend up to half of a proposed $60 million bankruptcy loan to kick off its Chapter 11 restructuring, overcoming an objection from a federal bankruptcy watchdog that releases in the financing plan were too broad. About PREIT Pennsylvania Real Estate Investment Trust is a Pennsylvania business trust founded in 1960 and one of the first equity real estate investment trusts ("REITs") in the United States. It has a primary investment focus on retail shopping malls located in the eastern half of the United States, primarily in the Mid-Atlantic region. PREIT currently owns interests in 23 retail properties, of which 22 are operating properties and one is a development property. PREIT and certain of its affiliates filed a voluntary Chapter 11 petition in the United States Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-12737) on Nov. 1, 2020, and quickly emerged from bankruptcy in December 2020 after winning confirmation of its prepackaged Chapter 11 plan. On Dec. 10, 2023, Pennsylvania Real Estate Investment Trust again filed for chapter 11 protection (Bankr. D. Del. Case No. 23-11974). In the petition filed by Lisa Most, as executive vice-president and general counsel, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $1 billion and $10 billion. In the previous Chapter 11 cases, the Debtors tapped DLA Piper LLP (US) LLP and Wachtell, Lipton, Rosen & Katz as their legal counsel, and PJT Partners LP as their financial advisor. Prime Clerk was the claims agent. In the new Chapter 11 cases, the Debtors tapped DLA Piper LLP (US), Wachtell, Lipton, Rosen & Katz and Dilworth Paxson LLP as legal counsel, and PJT Partners LP is serving as financial advisor. Kroll is the claims agent. PENNSYLVANIA REAL ESTATE: Paul Hastings, YCS&T Advise Lenders ------------------------------------------------------------- The law firms Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of Pennsylvania Real Estate Investment Trust, et al., the firms represent the Ad Hoc Group of Lenders. The members of the Ad Hoc Group of Lenders are either the beneficial holders of, or the investment advisors or managers to, funds and/or accounts that hold disclosable economic interests in relation to the Debtors. Counsel represents only the Ad Hoc Group of Lenders and does not represent or purport to represent any persons or entities other than the Ad Hoc Group of Lenders in connection with the Chapter 11 Cases. In addition, as of the date of this Verified Statement, the Ad Hoc Group of Lenders does not, either collectively or through its individual members, represent or purport to represent any other persons or entities in connection with the Chapter 11 Cases. The Ad Hoc Group of Lenders' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. Redwood Capital Management, LLC, on behalf of certain entities, funds and/or accounts managed, advised or controlled by it 250 W 55th Street 26th Floor New York, NY 10019 * Prepetition Revolving Loans: $57,240,407 * Prepetition First Lien Term Loans: $152,995,958 * Prepetition Second Lien Loans: $269,476,699 2. Nut Tree Capital Management, LP, on behalf of certain entities, funds and/or accounts managed, advised or controlled by it 55 Hudson Yards 550 West 34th Street 22nd Floor New York, NY 10001 * Prepetition Revolving Loans: $21,363,445 * Prepetition First Lien Term Loans: $51,837,576 * Prepetition Second Lien Loans: $138,464,519 3. Oaktree Capital Management, L.P., solely as Investment Manager on behalf of certain funds and accounts within its OPPS Strategies 333 South Grand Avenue 28th Floor Los Angeles, CA 90071 * Prepetition Revolving Loans: $12,454,895 * Prepetition First Lien Term Loans: $36,470,160 * Prepetition Second Lien Loans: $78,615,758 4. Deutsche Bank AG New York Branch, solely with respect to the Distressed Products Group One Columbus Circle 7th Floor New York, NY 10019 * Prepetition Revolving Loans: $15,948,841 * Prepetition First Lien Term Loans: $6,203,118 * Prepetition Second Lien Loans: $53,347,396 5. Canyon Capital Advisors LLC, on behalf of certain entities, funds and/or accounts managed, advised or controlled by it 2728 N. Harwood St. 2nd Floor Dallas, TX 75201 * Prepetition Revolving Loans: $5,929,368 * Prepetition First Lien Term Loans: $15,017,867 * Prepetition Second Lien Loans: $49,752,156 6. Taconic Capital Advisors L.P., on behalf of certain entities, funds and/or accounts managed, advised or controlled by it 280 Park Avenue 5th Floor New York, NY 10017 * Prepetition First Lien Term Loans: $29,404,855 7. Sycamore Partners Credit Opportunities LLC 9 West 57th Street 31st Floor New York, NY 10017 * Prepetition First Lien Term Loans: $9,094,705 8. P. Schoenfeld Asset Management LP, on behalf of certain entities, funds and/or accounts managed, advised or controlled by it 1350 Avenue of the Americas 21st Floor New York, NY 10029 * Prepetition First Lien Term Loans: $2,897,381 * Prepetition Second Lien Loans: $50,874,982 9. NGC Capital Management, LLC, on behalf of certain entities, funds and/or accounts managed, advised or controlled by it 300 Park Avenue New York, NY 10022 * Prepetition Second Lien Loans: $35,437,746 10. Contrarian Capital Management, L.L.C., on behalf of certain entities, funds and/or accounts managed, advised or controlled by it 411 West Putnam Avenue Suite 425 Greenwich, CT 06830 * Prepetition Second Lien Loans: $26,577,812 11. Wells Fargo Bank, N.A., solely on behalf of its Distressed Loan Sales & Trading Desk 30 Hudson Yards Floor 14 New York, NY 10001 * Prepetition Revolving Loans: $1,469,361 * Prepetition First Lien Term Loans: $1,817,505 * Prepetition Second Lien Loans: $9,629,096 Counsel to the Ad Hoc Group of Lenders: YOUNG CONAWAY STARGATT & TAYLOR, LLP Matthew B. Lunn, Esq. Robert F. Poppiti, Jr., Esq. 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: mlunn@ycst.com rpoppiti@ycst.com - and - PAUL HASTINGS LLP Kristopher M. Hansen, Esq. Jonathan D. Canfield, Esq. Daniel Ginsberg, Esq. 200 Park Avenue New York, New York 10166 Telephone: (212) 318-6000 Facsimile: (212) 319-4090 Email: krishansen@paulhastings.com joncanfield@paulhastings.com danielginsberg@paulhastings.com About Pennsylvania Real Estate Pennsylvania Real Estate Investment Trust is a Pennsylvania business trust founded in 1960 and one of the first equity real estate investment trusts ("REITs") in the United States. It has a primary investment focus on retail shopping malls located in the eastern half of the United States, primarily in the Mid-Atlantic region. PREIT currently owns interests in 23 retail properties, of which 22 are operating properties and one is a development property. PREIT and certain of its affiliates filed a voluntary Chapter 11 petition in the United States Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-12737) on Nov. 1, 2020, and quickly emerged from bankruptcy in December 2020 after winning confirmation of its prepackaged Chapter 11 plan. On Dec. 10, 2023, Pennsylvania Real Estate Investment Trust again filed for chapter 11 protection (Bankr. D. Del. Case No. 23-11974). In the petition filed by Lisa Most, as executive vice-president and general counsel, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $1 billion and $10 billion. In the previous Chapter 11 cases, the Debtors tapped DLA Piper LLP (US) LLP and Wachtell, Lipton, Rosen & Katz as their legal counsel, and PJT Partners LP as their financial advisor. Prime Clerk was the claims agent. In the new Chapter 11 cases, the Debtors tapped DLA Piper LLP (US), Wachtell, Lipton, Rosen & Katz and Dilworth Paxson LLP as legal counsel, and PJT Partners LP is serving as financial advisor. Kroll is the claims agent. PM GENERAL PURCHASER: S&P Alters Outlook to Pos., Affirms 'B-' ICR ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating on PM General Purchaser LLC (AM General) and revised the outlook to positive from stable. At the same time, S&P affirmed its 'B-' issue-level rating on the company's $600 million senior secured notes. The '4' recovery rating is unchanged. The positive outlook reflects S&P's expectation that credit ratios will exceed its expectations for the rating before the end of 2024. S&P said, "Revenues are increasing substantially as order delays have subsided. Delays in new vehicle sales stemming from the COVID-19 pandemic extended well beyond our initial expectations. However, we expect new vehicle sales to be up more than 30% in 2023 as AM General captures pent-up demand. In addition to a natural sales increase from previous delays, the geopolitical environment is resulting in significant Humvee demand in both Ukraine and Israel. With zero vehicle deliveries on hold due to supply chain issues, we expect new vehicle sales growth to continue through 2024 as the company works through its backlog. Aftermarket revenues are also increasing significantly as defense funds are unlocked for maintenance that had been delayed and will likely continue to increase with a larger fleet of vehicles. We expect organic revenue growth of 40%-45% in 2023 and 15%-20% in 2024. Winning the joint light tactical vehicle (JLTV) contract materially changes the company's long-term outlook. AM General put a lot of resources into the proposal that ultimately unseated incumbent Oshkosh Defense. AM General secured the $8.7 billion contract by highlighting its manufacturing capabilities, technological enhancement opportunities, and price efficiency. Improved fuel efficiency and the ability to slow corrosion to extend the life of the vehicles were key draws. At full production, the JLTV contract should add close to $1 billion of annual revenue to AM General's business. S&P said, "We expect the company to realize about half of that additional annual revenue in 2025 and the full amount in 2026 and beyond. We expect production to start in the second half of 2024. AM General will make significant investments over the forecast period to meet production requirements." Performance-based payments should mitigate risks associated the significant investment. While S&P expects capital expenditure and operating expenditure to increase substantially over the next few years, the JLTV contract includes provisions regarding payments as AM General hits various performance milestones on the contract. These cash infusions provide AM General with cash to support operating and capital expenditures prior to delivering the vehicles. The most significant impact is likely to be in 2024, when the payments will likely help offset capital expenditures and working capital needs and increase the company's cash balance. The positive outlook reflects S&P's expectation that debt to EBITDA will be near 7x in 2023 and approach 6x in 2024. S&P could revise the outlook on AM General to stable if credit measures deteriorate such that it does not expect debt to EBITDA to drop below 7x in the near future. This could occur if: -- Demand from the U.S. Department of Defense is lower than expected for longer than expected; -- Supply chain issues persist, delaying sales; -- Operating inefficiencies cause delays or cost overruns, resulting in significant cash outflow; or -- The company faces difficulties related to the ramp-up for the JLTV contract. S&P could raise the rating on AM General if it maintains debt to EBITDA below 7x with solidly positive cash flow, and S&P expects the company to maintain it. This could occur if: -- New vehicle sales and aftermarket revenue continue to improve; -- It manages costs such that EBITDA margins improve on higher revenues; and -- It improves cash flow by managing working capital and capital expenditure. POTRERO MEDICAL: Unsecureds Will Get 100% of Claims in Plan ----------------------------------------------------------- Potrero Medical Inc. filed with the U.S. Bankruptcy Court for the District of Delaware an Amended Subchapter V Plan of Reorganization dated December 11, 2023. The Debtor developed and sells the Accuryn Monitoring System, a system focused on addressing hospital-acquired acute kidney injury ("AKI") through real-time renal assessment that enables early intervention of AKI to reduce morbidity and mortality for the acute patient population. The COVID-19 pandemic severely affected the finances, operations, and purchasing practices of the Debtor's client hospitals—with an equally severe impact on the Debtor's business. Initially, while the medical community was dealing with the acute crisis and limiting access to only the most critical hospital personnel and vendors, the Debtor's sales team was unable to visit and meet with hospital administrators. In December 2022, the Debtor retained Ceros Financial Services, Inc. as its placement agent to assist with its equity financing efforts. One of Ceros' principals, Christopher Dewey, had been a member of the Debtor's Board of Directors but resigned in October 2023. In late October 2023, an entity controlled by Mr. Dewey, Potrero Lender LLC (the "Plan Funder"), proposed to provide financing to the Debtor. The terms of that financing, and the restructuring that it anticipated, are reflected in the document entitled Potrero Medical, Inc. – Summary of Principal Terms (the "Term Sheet"). As set forth in the Term Sheet, shortly prior to the Petition Date, the Debtor issued a promissory note in the principal amount of $500,000, plus interest, fees, and expenses (the "Bridge Loan") in favor of the Plan Funder, pursuant to which the Debtor granted liens on all or substantially all of its personal property and assets and the products and proceeds thereof, whether tangible or intangible. Also as set forth in the Term Sheet, the Debtor's Plan of Reorganization provides for the conversion of post-petition debt in the amount of $2.5 million into preferred stock in the Reorganized Debtor, and additional exit financing in the form of equity purchases in the Reorganized Debtor in the aggregate amount of $7.5 million or more. The Plan also provides for payment in full of the Debtor's unsecured Creditors, and allows all existing preferred shareholders the opportunity to participate in the Rights Offering and invest in the New Money Funding upon emergence. Confirmation of the Plan will allow hospitals to make uninterrupted use of the Debtor's technologies, enable the Debtor to preserve jobs and going-concern value, and facilitate the Debtor's ongoing product development. As of the Petition Date, the Debtor had approximately $2.2 million of unsecured debt. That debt is comprised almost entirely of trade obligations, primarily obligations due for expenses related to clinical trials and payments due to inventory vendors and service providers. Class 2 consists of Priority Unsecured Claims. Each holder of an Allowed Class 2 Claim will be paid (i) in full on the Effective Date, in cash, (ii) otherwise if applicable, in the ordinary course of business, or (iii) upon such other terms as may be agreed upon by the holder of the Claim and the Debtor. Class 3 consists of General Unsecured Claims. Class 3 Claims will be reinstated on the Effective Date and paid in full per the terms of their underlying agreements or at a mutually agreed upon discount to be negotiated. Holders of Allowed Class 3 Claims are unimpaired and not entitled to vote on the Plan. This Class will receive a distribution of 100% of their allowed claims. All Class 4 equity security interests in the Debtor, consisting of all outstanding Series D preferred stock interests in the Debtor as of the Petition Date, will be cancelled and extinguished. All holders of Class 4 equity security interests: * Will receive a pro rata portion of 10% of the total issued and outstanding common stock in the Reorganized Debtor, in the priority required under the Debtor's certificate of incorporation or as otherwise agreed, in satisfaction for the cancellation of their existing preferred shares in the Debtor; provided, that to be eligible such shareholders must agree to participate in the Rights Offering and invest in the New Money Funding, with a minimum commitment of not less than 5% of their aggregate investment in the Series D preferred shares; and * Will be offered the opportunity to invest in the New Money Funding in accordance with the Rights Offering. All Class 5 equity security interests in the Debtor, consisting of all outstanding Series C preferred stock interests in the Debtor as of the Petition Date, will be cancelled and extinguished. All holders of Class 5 equity security interests: * Will receive a pro rata portion of 10% of the total issued and outstanding common stock in the Reorganized Debtor, in the priority required under the Debtor's certificate of incorporation or as otherwise agreed, in satisfaction for the cancellation of their existing preferred shares in the Debtor; provided, that to be eligible such shareholders must agree to participate in the Rights Offering and invest in the New Money Funding, with a minimum commitment of not less than 5% of their aggregate investment in the Series C preferred shares; and * Will be offered the opportunity to invest in the New Money Funding in accordance with the Rights Offering. All Class 6 equity security interests in the Debtor, consisting of all outstanding Series B preferred stock interests in the Debtor as of the Petition Date, will be cancelled and extinguished. All holders of Class 6 equity security interests will be offered the opportunity to participate in the Rights Offering and invest in the New Money Funding. All Class 7 equity security interests in the Debtor, consisting of all outstanding Series A preferred stock interests in the Debtor as of the Petition Date, will be cancelled and extinguished. All holders of Class 7 equity security interests will be offered the opportunity to participate in the Rights Offering and invest in the New Money Funding. All Class 8 equity security interests in the Debtor, consisting of all outstanding common stock interests in the Debtor as of the Petition Date, will be cancelled and extinguished. The Debtor will be reorganized pursuant the terms d set forth more fully in the Term Sheet. The Plan Funder has arranged a senior secured super-priority debtor-in-possession loan facility to the Debtor in the amount of $2,500,000 (the "DIP Loan") and has committed to fund an exit loan or similar investment. A full-text copy of the Amended Subchapter V Plan dated December 11, 2023 is available at https://urlcurt.com/u?l=ibYVdC from PacerMonitor.com at no charge. Proposed Attorneys for Debtor: BIELLI & KLAUDER, LLC David M. Klauder, Esq. Melissa M. Hartlipp, Esq. 1204 N. King Street Wilmington, Delaware 19801 Tel: (302) 803-4600 Fax: (302) 397-2557 Email: dklauder@bk-legal.com mhartlipp@bk-legal.com -and- KELLER BENVENUTTI KIM LLP Tobias S. Keller, Esq. David A. Taylor, Esq. Gabrielle L. Albert, Esq. 425 Market Street, 26th Floor San Francisco, California 94105 Tel: (415) 496-6273 Fax: (650) 636-9251 Email: tkeller@kbkllp.com dtaylor@kbkllp.com galbert@kbkllp.com About Potrero Medical Potrero Medical Inc. -- https://potreromed.com/ -- is a predictive health company developing the Next Gen of smart sensors and AI. Its mission is to protect the kidney. Potrero Medical filed a Chapter 11 petition (Bankr. D. Del. Case No. 23-11900) on Nov. 21, 2023, with $1 million to $10 million in both assets and liabilities. Joseph A. Urban, chief executive officer, signed the petition. Judge Laurie Selber Silverstein oversees the case. The Debtor is represented by David M. Klauder, Esq., at Bielli & Klauder, LLC, as legal counsel. PROPERTY ADVOCATES: Says Current Case Load to Fund Firm's Plan -------------------------------------------------------------- The Property Advocates, P.A., has filed a Second Amended Plan pursuant to Section 1121 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. 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. Current management and the Reorganized Debtor will continue to manage all post-confirmation litigation by and against the Debtor and claims objections by the Debtor that are not resolved in this Plan or prior to Confirmation, except for those matters to be handled by the Litigation Agent as provided herein. Until the conclusion of the activities of the Litigation Agent, Patterson and Narchet shall be compensated by their current salary except that it shall be increased annually based on the Consumer Price Index. Narchet shall be further entitled to his current bonus structure, whereby he is entitled to a bonus of up to 4% of his salary available should his litigation team close between 8 and 48 cases per month. Recoveries for holders of allowed claims shall come from funds on hand and the continuing operations income of the Debtor, and from the proceeds recovered, if any, by the Litigation Agent. Unsecured claims will be treated as follows: * Class VII – Allowed Claim of Scot Strems. If Strems has an Allowed Unsecured Claim, the Allowed Claim will be paid in full and Strems will receive monthly payments of principal and interest, payable over 60 months with an annual interest rate of Prime plus 2%. The Allowed Unsecured Claim of Strems will be estimated for purposes of Confirmation, but the Debtor estimates the Allowed Unsecured Claim of Strems will be $0. Class VII is impaired. * Class VIII - Allowed Unsecured Claim of JP Morgan Chase Bank, N.A. This Class consists of the unsecured claim of JP Morgan Chase Bank, N.A. ("Chase"). Chase is the lender to Debtor for a loan to Debtor under the Paycheck Protection Program ("PPP") and in the amount of $1,219,750. The Small Business Administration (the "SBA") has made a determination that the Debtor is ineligible for loan forgiveness at this time. Debtor has appealed that determination, which is ongoing. Debtor will continue the appeal process with the Office of Hearings and Appeals. If the loan is forgiven, this Class will be paid nothing. To the extent all or a part of this claim is ineligible for forgiveness, that ineligible portion will be repaid in accordance with the treatment provided under SBA guidelines. Accordingly, in full satisfaction of any Allowed Unsecured Class VIII Claim, Chase will receive monthly payments of principal and interest over a 5-year term and amortization with an interest rate of 1% per annum. Debtor and Chase will execute any commercial reasonable documents necessary to evidence this modification. Class VIII is impaired. * Class IX - Allowed Unsecured Claims. All holders of Allowed Unsecured Claims will receive on account of such Claims 100% of the amount due. Such amounts will 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 will continue quarterly for 2 years and will accrue no interest. Should any holder of a Class IX Allowed Unsecured Claim believe the Debtor to be in default of its obligations under this Plan, such holder must issue a notice in writing to the Debtor and its undersigned counsel, by email, notifying Debtor of such alleged default or defaults and providing 30 days in which to cure such amounts. Class IX is impaired. Attorneys for the Debtor: Michael A. Nardella, Esq. Frank Wolff, Esq. Paul N. Mascia, Esq. NARDELLA & NARDELLA, PLLC 135 W. Central Blvd., Suite 300 Orlando, FL 32801 Tel: (407) 966-2680 E-mail: mnardella@nardellalaw.com fwolff@nardellalaw.com pmascia@nardellalaw.com klynch@nardellalaw.com A copy of the Second Amended Plan dated Dec. 8, 2023, is available at https://tinyurl.ph/NOWfR from PacerMonitor.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. PROSPECT 631: 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 Prospect 631 Venture Corporation. Ms. Wee will be paid an hourly fee of $615 for her services as Subchapter V trustee and will be reimbursed 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 Prospect 631 Prospect 631 Venture Corporation filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-44348) on Nov. 29, 2023, with $500,001 to $1 million in both assets and liabilities. The petition was filed pro se. Judge Jil Mazer-Marino oversees the case. PWM PROPERTY: SL Green Asks 2nd Cir. to Confirm $185M Award ----------------------------------------------------------- Faith Williams of Law360 reports that an SL Green Realty Corp. unit has asked the Second Circuit to confirm a lower court order requiring Chinese conglomerate HNA Group International to turn over its interest in HNA North America in partial satisfaction of a $185 million judgment against the conglomerate. About PWM Property Management PWM Property Management LLC, et al., are primarily engaged in renting and leasing real estate properties. They own two premium office buildings, namely 245 Park Avenue in New York City, a prominent commercial real estate assets in Manhattan's prestigious Park Avenue office corridor, and 181 West Madison Street in Chicago, Illinois. On Oct. 31, 2021, PWM Property Management LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11445). PWM estimated assets and liabilities of $1 billion to $10 billion as of the bankruptcy filing. The cases are pending before the Honorable Judge Mary F. Walrath and are being jointly administered for procedural purposes under Case No. 21-11445. The Debtors tapped White & Case LLP as restructuring counsel; Young Conaway Stargatt & Taylor, LLP as local counsel; and M3 Advisory Partners, LP, as restructuring advisor. Omni Agent Solutions is the claims agent. QST INGREDIENTS: Unsecureds to Get 0.71 Cents on Dollar in Plan --------------------------------------------------------------- QST Ingredients and Packaging Inc. submitted an Amended Plan of Reorganization for Small Business. Through this Plan of Reorganization, the Debtor will restructure and address certainly legacy and litigation debt that arose due to the Debtor's previous cash flow issues. Confirmation of the Plan will allow the Debtor to preserve jobs and going concern value, while making significant repayment to its creditors. Without relief in bankruptcy, it is likely the Debtor will not be able to continue as a going concern. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $3,173,811, over the next five years. The Debtor anticipates making its first quarterly plan payment on or about Feb. 15, 2024, assuming the Plan is confirmed and goes effective by Jan. 10, 2024. Thereafter, the Debtor will make payments quarterly, with such regular payments commencing on April 15, 2024, and being made on Jan. 15, April 15, June 15, and Sept. 15 of each respective year, and the final Plan payment is expected to be paid in September of 2028, assuming the Plan is confirmed and goes effective in January of 2024. This Plan under chapter 11 of the Bankruptcy Code proposes to pay creditors of QST from cash flow from operations and future income of the Debtor. Non-priority general unsecured creditors in Class 4 holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 0.709 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 4 consists of General Unsecured Claims. After payment of all unclassified claims and after the quarterly payments required to Class 1, Class 2, and Class 3 claims, each holder of an Allowed Class 4 unsecured claim shall participate pro rata with each other holder of an Allowed unsecured claim and shall receive, its pro rata share of projected quarterly disposable income of the Debtor. Class 4 is impaired and is entitled to vote to accept or reject the Plan. The Plan will be funded through cash flow generated by the future operations of the Debtor, and, with respect to the Class 5 Claim only, and only to the extent necessary, through future financing or a sale of assets and operations. Upon confirmation, all outstanding shares of the Debtor will be cancelled, pursuant to Section 1145 of the Code, and the Debtor shall cause to be issued 100 shares of newly created and issued preferred class stock in the Debtor to Mr. Rinehart at the price of $1,000 per share, such class of stock to be the only remaining class of stock following confirmation of the Plan. A full-text copy of the Amended Plan dated Dec. 7, 2023 is available at https://urlcurt.com/u?l=ERxO0A from PacerMonitor.com at no charge. Debtor's Counsel: Ryan A. Andersen, Esq. Valerie Y. Zaidenberg, Esq. Andersen Law Firm, Ltd. 3199 E Warm Springs Road, Suite 400 Las Vegas, NV 89120 Tel: (702) 522-1992 Fax: (702) 825-2824 Email: ryan@vegaslawfirm.legal valerie@vegaslawfirm.legal About QST Ingredients and Packaging QST Ingredients and Packaging, Inc., owns and operates a smoke flavoring manufacturing business in Cookeville, Tenn. QST Ingredients and Packaging sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-13383) on Sept. 21, 2022. In the petition signed by its chief executive officer, Marc Rinehart, Sr., the Debtor disclosed as much as $10 million in both assets and liabilities. Judge Mike K. Nakagawa oversees the case. Ryan Andersen, Esq., at Andersen Law Firm, Ltd. and Butler Snow, LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. QUINCY HEALTH: S&P Upgrades ICR to 'CCC-', Outlook Negative ----------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Quincy Health LLC to 'CCC-' from 'SD' (selective default). S&P said, "We also raised our ratings on the company's term loan to 'CCC-' from 'D'. Our recovery rating of '4' reflects our expectation for average (30%-50%; rounded estimate: 45%) recovery in the event of default. "Our negative outlook reflects our expectation for continued weak operating performance, sizable cash flow deficits, a weak liquidity position, and a potential term loan covenant violation, which could result in a default. "We believe Quincy will likely violate a covenant on its term loan within the next six months absent near-term asset sales or an amendment to its credit agreement. The maximum secured net leverage ratio covenant on the term loan steps down to 7x from 7.5x in January 2024 and to 5x in April 2024. Additionally, the company's credit agreement provides specific timelines in the first half of 2024 to sell various assets. With our expectations of continued weak operating performance and uncertainty regarding the ability to complete asset sales within specified timelines, we believe a covenant will likely be breached, absent an amendment. "We characterize liquidity as weak, because uses of cash exceed sources of liquidity, absent substantial proceeds from asset sales. Quincy had about $9.9 million cash on hand and about $100,000 available under its asset-based lending (ABL) facility as of Sept. 30, 2023. It is relying on asset sale proceeds, though we expect most of these will be allocated to outstanding debt balances. Conversely, Quincy has substantial free cash flow deficits, and the ABL, with $46 million outstanding, matures within 12 months. Thus, absent significant success with asset sales, we believe Quincy will likely struggle to meet its financial obligations, including cash interest payments due in January. Pending, but uncertain, sales of hospital assets could improve leverage and prospects for refinancing, but are unlikely to materially improve liquidity. Since the end of the third quarter, Quincy has divested its Alta Vista, N.M., facility and entered into a definitive agreement to sell its Helena, Ark., facility in late 2023 or early 2024. S&P said, "We estimate the company could reduce debt by over $250 million by mid-2024 given its divestment plans and could improve EBITDA by divesting its unprofitable hospitals. We expect nearly all proceeds would be used to pay down debt with only a modest amount retained on the balance sheet." In addition, many of the planned divestitures lack definitive sale agreements and could fall through, leading to covenant violations or requiring additional credit agreement amendments. Moreover, S&P believes the loss of key assets from the collateral pool could make refinancing the remaining capital structure riskier, given the less attractive group of assets remaining, less economies of scale, and still high leverage even after the credit ratio improvement. S&P said, "We expect S&P Global Ratings-adjusted debt to EBITDA to be above 15x in 2023 and above 10x in 2024, even factoring in potential debt repayment. Although patient volumes at the company's hospitals have modestly improved and cost pressures are abating, we expect EBITDA will continue to be pressured in 2024 and fall short of its cash interest expense. "Our negative outlook reflects our expectation for continued weak operating performance, sizable cash flow deficits, Quincy's weak liquidity position, and potential term loan covenant violation, which could result in a default." S&P could lower the rating if: -- Quincy fails to meet its upcoming cash interest payment obligations; -- It engages in an amendment that we categorize as a distressed exchange; or -- S&P views a default as a virtual certainty. S&P could raise the rating if: -- Quincy's liquidity position improves and covenant cushion increases; and -- S&P believes the company can address its financial and non-financial obligations beyond the next six months. REFRESH2O WATER: Unsecureds Will Get 5% of Claims in Plan --------------------------------------------------------- Refresh2O Water Systems, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania a Disclosure Statement describing Chapter 11 Plan dated December 11, 2023. The Debtor is a Corporation. Since 2015, the Debtor has been in the business of home water treatment, sales, installation and service. Farley Ferguson is the 100% owner of the Debtor. Debtor was hurt by the pandemic. Debtor closed in March 2020. It applied with the federal government to be designed as an essential business, but was denied. Debtor was able to reopen its business in July 2020. Thereafter, Debtor found it hard to obtain new business due to the pandemic. The effect of COVID on the business of Debtor subsided in 2021. Class 5 consists of General Unsecured Claims. Members of this Class will receive 5% of their claims with 5 years of the effective date of this Plan with payments commencing one month after all claims in classes 1, 2, 3 and 4 are paid in full. This Class is impaired. The claims, of which 5% of same will be paid, are as follows: Revenue ($21,469.39); Labor and Industry ($18,015.18); IRS ($41,262.62); Windstream ($1,599.94); Enterprise ($500.00); PNC ($1,500.00); and Simon Lever ($4,000.00). Equity security holder shall retain their interest in the Debtor. Payments and distributions under the Plan will be funded by monthly income from the operation of the Debtor. A full-text copy of the Disclosure Statement dated December 11, 2023 is available at https://urlcurt.com/u?l=zCcHof from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Gary J. Imblum, Esq. Imblum Law Offices, P.C. 4615 Derry Street Harrisburg, PA 17111 Phone: 717-238-5250 Fax: 717-558-8990 Email: gary.imblum@imblumlaw.com About Refresh2O Water Systems Refresh2O Water Systems, Inc., is in the business of in-home water treatment sales, installation and service. Refresh2O Water Systems sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-00327) on Feb. 15, 2023, with up to $50,000 in assets and up to $500,000 in liabilities. Farley Lavonne Ferguson, president of Refresh2O Water Systems, signed the petition. Judge Henry W. Van Eck oversees the case. Gary J. Imblum, Esq., at Imblum Law Offices PC, is the Debtor's legal counsel. RUSS NOYES ROOFING: Jerrett McConnell Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Jerrett McConnell, Esq., at McConnell Law Group, P.A. as Subchapter V trustee for Russ Noyes Roofing, Inc. Mr. McConnell 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. McConnell declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jerrett M. McConnell, Esq. McConnell Law Group, P.A. 6100 Greenland Rd., Unit 603 Jacksonville, FL 32258 Phone: (904) 570-9180 Email: info@mcconnelllawgroup.com About Russ Noyes Roofing Russ Noyes Roofing Inc., doing business as Rhino Roofing Inc., is a roofing contractor in Orlando, Fla., offering professional installation, repair, and maintenance of roofs for homes. Russ Noyes Roofing filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05063) on Dec. 1, 2023, with total assets of $183,919 and total liabilities of $2,563,619. Russell Leonard Noyes, president, signed the petition. Judge Tiffany P. Geyer oversees the case. The Debtor is represented by Jeffrey Ainsworth, Esq., at BransonLaw, PLLC. SAGE INT'L: Moody's Gives Ba2 Underlying Rating to 2024A/B Bonds ---------------------------------------------------------------- Moody's Investors Service has assigned initial Ba2 underlying and Aa2 enhanced ratings to the Idaho Housing and Finance Association's Nonprofit Facilities Revenue Bonds (Sage International School of Middleton Project), Series 2024A (Credit Enhancement) and Series 2024B (Credit Enhancement) (Federally Taxable). The bonds will be issued in the expected par amounts of $15.1 million and $260,000, respectively. Concurrently, Moody's has assigned a stable outlook on the underlying rating. Following issuance, the Series 2024A/B bonds will be the only outstanding debt. RATINGS RATIONALE The initial Ba2 rating reflects the schools small size and lack of a waitlist, through the surrounding area's rapid population growth and the school's healthy academic performance support the demand profile. Additionally, it's a positive that future growth will occur organically as the school expands to serve the upper grades and retains students from the fully enrolled lower grades. Negatively, leverage will be highly elevated following the 2024 debt issuance and enrollment growth is required to pay projected debt service on the bonds. The rating is supported by the school's healthy financial margins and liquidity, though reserves are quite small on a nominal basis due to the school's limited operational scope. Governance is a key driver of all initial rating actions. The school is governed by a six member board of directors elected to staggered three year terms with daily administration of the school delegated to hired leadership. Sage Middleton receives significant advisory support from the Bluum organization, an education non-profit that's dedicated to supporting charter schools in Idaho. The school operates under a charter authorized by the state charter school commission. While the school has not yet renewed its charter (set to expire in June 2024), the state is generally a supportive authorizer and the school is in good standing. RATING OUTLOOK The stable outlook on the underlying rating reflects Moody's expectation that while the school will continue to grow as it expands to serve the upper grades, its size will remain small compared to other charter schools and leverage will remain elevated as debt gradually amortizes. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS - Increased demand that boosts the school's competitive profile - Reduction in leverage relative to liquidity and revenue FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS - Inability to achieve enrollment targets - Significant and sustained decline in financial margins or liquidity LEGAL SECURITY The bonds are payable from payments received pursuant to a loan agreement between Sage International School Middleton, LLC and the Idaho Housing and Finance Association. The association serves as the issuer of the debt. Under the loan agreement, the school has pledged to make payments from a pledge of gross revenues. The revenues are primarily comprised of state funding, though the agreement does also include any other revenues derived from operation of the school. A deed of trust on the school's real estate backs the loan in the event of nonpayment. The school has been approved and intends to use the Idaho Public Charter School Facilities Program. A key requirement of the program is a direct-pay arrangement for debt service, whereby all state per pupil payments to the school are sent directly to the bond trustee to set aside funds in accordance with the bond indenture. The bonds will also benefit from a debt service reserve funded at the lesser of the standard three-prong test and at least twelve months of debt service. USE OF PROCEEDS Bond proceeds will be used to acquire and expand the school's existing facility, which is leased at present. PROFILE Sage International School Middleton, LLC is a single site charter school serving Middleton, Idaho in the northwestern corner of the Boise metropolitan area. 424 students attend the school as of the 2023-24 school year and the charter school intends to grow as it expands to serve the high school grades over the next several years. METHODOLOGY The principal methodology used in the underlying ratings was US Charter Schools published in September 2016. SAKTHI LLC: Case Summary & 17 Unsecured Creditors ------------------------------------------------- Debtor: Sakthi, LLC 100 Tower Drive Suite 238 Burr Ridge, IL 60527 Business Description: Sakthi offers assisted living, memory care, transitional care, and independent living services. Chapter 11 Petition Date: December 14, 2023 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 23-16756 Judge: Hon. A. Benjamin Goldgar Debtor's Counsel: O. Allan Fridman, Esq. LAW OFFICE OF ALLAN FRIDMAN 555 Skokie Blvd 500 Northbrook, IL 60062 Tel: 847-412-0788 Fax: 847-412-0898 Email: allan@fridlg.com Total Assets: $3,100,219 Total Liabilities: $6,540,473 The petition was signed by Yolanda Contreras as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TV5HJMI/Sakthi_LLC__ilnbke-23-16756__0001.0.pdf?mcid=tGE4TAMA SHORT FORK DEVELOPMENT: Robert Byrd Named Subchapter V Trustee -------------------------------------------------------------- David Asbach, Acting U.S. Trustee for Region 5, appointed Robert Byrd, Esq., at Byrd & Wiser, as Subchapter V trustee for Short Fork Development, LLC. Mr. Byrd 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. Byrd declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Robert A. Byrd, Esq. Byrd & Wiser P.O. Drawer 1939 Biloxi, MS 39533 Phone: (228) 432-8123 Fax: (228) 432-7029 Email: rab@byrdwiser.com About Short Fork Development Short Fork Development, LLC, a company in Hernando, Miss., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-13660) on Nov. 30, 2023, with $1 million to $10 million in both assets and liabilities. Guy Hendrix, member, signed the petition. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC represents the Debtor as bankruptcy counsel. SHORT FORK FARMS: Robert Byrd Named Subchapter V Trustee -------------------------------------------------------- David Asbach, Acting U.S. Trustee for Region 5, appointed Robert Byrd, Esq., at Byrd & Wiser, as Subchapter V trustee for Short Fork Farms, LLC. Mr. Byrd 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. Byrd declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Robert A. Byrd, Esq. Byrd & Wiser P.O. Drawer 1939 Biloxi, MS 39533 Phone: (228) 432-8123 Fax: (228) 432-7029 Email: rab@byrdwiser.com About Short Fork Farms Short Fork Farms, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-13661) on Nov. 30, 2023, with as much as $50,000 in both assets and liabilities. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC represents the Debtor as bankruptcy counsel. SPORTS AND FITNESS: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Sports and Fitness Exchange Legacy, LLC 5609 W. Latham Street #105 Phoenix, AZ 85043 Business Description: The Debtor sells many current models of treadmills, ellipticals, exercise bikes, rowers and home gyms. Chapter 11 Petition Date: December 15, 2023 Court: United States Bankruptcy Court District of Arizona Case No.: 23-08999 Debtor's Counsel: Jason D. Curry, Esq. QUARLES & BRADY LLP One Rennaissance Square Two North Central Avenue Suite 600 Phoenix, AZ 85004 Tel: 602-229-5626 Email: jason.curry@quarles.com Total Assets as of Nov. 30, 2023: $6,167,047 Total Liabilities as of Nov. 30, 2023: $5,558,617 The petition was signed by Joshua Petrawski as chief executive officer. 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/DPHSM4Q/SPORTS_AND_FITNESS_EXCHANGE_LEGACY__azbke-23-08999__0001.0.pdf?mcid=tGE4TAMA STEEL METHOD: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: The Steel Method, LLC d/b/a Sneeze It 250 Passaic Avenue, Ste. 200 Fairfield, NJ 07004 Chapter 11 Petition Date: December 15, 2023 Court: United States Bankruptcy Court District of New Jersey Case No.: 23-21620 Debtor's Counsel: Anthony Sodono, III, Esq. MCMANIMON, SCOTLAND & BAUMANN, LLC 75 Livingston Avenue Second Floor Roseland, NJ 07068 Tel: 973-622-1800 Fax: 973-712-1463 Email: asodono@msbnj.com Total Assets: $318,022 Total Liabilities: $2,820,989 The petition was signed by David Sieradzky as CEO/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/ND4KDYA/The_Steel_Method_LLC__njbke-23-21620__0001.0.pdf?mcid=tGE4TAMA SUMMIT BEHAVIORAL: Moody's Affirms 'B3' CFR, Outlook Stable ----------------------------------------------------------- Moody's Investors Service affirmed Summit Behavioral Healthcare, LLC's ratings, including the B3 Corporate Family Rating and B3-PD Probability of Default Rating. Consequently, Moody's downgraded the senior secured first lien term loan and senior secured first lien revolving credit facility to B3 from B2, following the planned issuance of a $200 million incremental senior secured first lien term loan that will be used to retire the senior secured second lien term loan debt. The outlook is maintained at stable. The affirmation reflects Summit's robust performance in the substance abuse and mental disorder rehabilitation business. Strong earnings growth has led to a reduction in leverage which stands at 5.6x pro forma for the proposed refinancing (based on LTM EBITDA to September 2023). However, Moody's expects Summit to maintain an aggressive financial policy with further acquisitions. RATINGS RATIONALE The B3 CFR rating reflects Summit's very high financial leverage, with debt/EBITDA at around 5.6x pro forma for the proposed refinancing and based on LTM ended September 30, 2023. The rating is also constrained by the company's modest scale and narrow business focus on substance abuse treatment and acute psychiatric treatment. Further, Moody's believes Summit will continue to expand aggressively. There is the risk that the company's growth strategy will lead to lower utilization at facilities or failure to earn adequate returns on its investments. The rating is supported by Summit's good reputation in the substance abuse treatment market and solid - albeit short - growth track record. As a result, Moody's expects adjusted debt/EBITDA will remain elevated and above 5x over the next 12-18 months, barring further debt-funded acquisitions. Moody's expects Summit to generate modest annual free cash flow before expansion capex. The rating is also supported by Summit's good geographic and customer diversity. Summit will maintain good liquidity over the next 12-18 months, with no near-term debt maturities. Liquidity is supported by $21 million of cash as of September 30, 2023 and full access to the $177 million senior secured first lien revolving credit facility which expires in November 2026. This facility has a springing First Lien Net Leverage Covenant of 7.70x when 35% drawn. Moody's expect the company to make minimal draws on this facility over the next 12 months. Alternative sources of liquidity are limited as substantially all assets are pledged. There is no financial covenant on the term loans. The stable outlook reflects Moody's expectation that Summit will maintain leverage between 5.0-6.0 times over the next 12-18 months absent debt-funded acquisitions, and maintain good liquidity. Summit's ESG credit impact score is CIS-4 indicating that the rating is lower than it would have been if ESG risk exposures did not exist. The CIS-4 score reflects social risk exposures (S-4) mainly stemming from customer relations. As a provider of addiction and mental health treatment, Summit faces high reputational risk in case of a patient not receiving appropriate care and is highly exposed to government regulation. Positive social considerations include the societal benefits from Summit's behavioral health and addiction treatment programs. Meanwhile Summit's has material exposure to governance risk (G-4) stemming from high leverage and aggressive acquisition strategy under private equity ownership. The first lien debt is rated B3, in line with Summit's CFR, as it is the only class of financial debt outstanding. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be downgraded if the company's expansion strategy fails to produce profitable revenue growth or leads to operating disruption. If Summit engages in large debt-financed acquisitions or dividends, the ratings could also be downgraded. Further, weakening of liquidity, sustained negative free cash flow, or EBITA interest coverage below 1 time could lead to a downgrade. The ratings could be upgraded if Summit demonstrates a track record of positive free cash flow, and effectively manages its growth with prudent financial policies. Increased scale and diversification would also support an upgrade. Further, the ratings could be upgraded if adjusted debt to EBITDA is sustained below 6 times. Summit Behavioral Healthcare, LLC - Headquartered in Franklin, TN - is a provider of substance abuse (SUD) and mental health treatment (Acute Psychiatric Hospital). Summit operates 33 facilities in 19 states with a focus on inpatient, detox, residential and outpatient services. Summit Behavioral Healthcare, LLC has been growing rapidly, reflecting a strategy focused on acquisitions and the opening of new facilities. Summit Behavioral Healthcare, LLC generated roughly $540 million revenue in the last twelve months to September 30, 2023. Summit Behavioral Healthcare, LLC is owned by private equity firm Patient Square Capital. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. SWING AWAY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Swing Away Sports, LLC d/b/a The Ballpark Loudoun 20051 Riverside Commons Plaza Ashburn, VA 20147 Chapter 11 Petition Date: December 15, 2023 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 23-12057 Debtor's Counsel: Craig M. Palik, Esq. McNAMEE HOSEA, P.A. 6404 Ivy Lane, Suite 820 Greenbelt, MD 20770 Tel: (301) 441-2420 Email: cpalik@mhlawyers.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Christopher Bourassa as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OLRCVHA/Swing_Away_Sports_LLC__vaebke-23-12057__0001.0.pdf?mcid=tGE4TAMA TACO BUS 01 LLC: Commences Subchapter V Bankruptcy Protection ------------------------------------------------------------- Christina Georgacopoulos of Tampa Bay Business Journal reports that the Fletcher Avenue single-store franchisee of Tampa's fast-casual Mexican food chain Taco Bus has filed for Chapter 11 bankruptcy to restructure more than half a million dollars in debt. Taco Bus Franchise Group LLC, the franchisor, is unaffected by the filing and the franchisee is not company-owned. The filing is the result of a lease dispute with a landlord. A Small Business Administration Emergency Injury Disaster Loan received during the pandemic accounted for $500,000 of the franchisee's total liabilities. The SBA loan was partially secured by $25,000 of equipment as collateral, according to the filing. The franchisee also owes RJCE Properties LLC around $14,000 in rent and the Internal Revenue Service $11,200 for taxes to resolve four liens filed between 2018 and 2021, the filing shows. The franchisee also received a $240,000 grant from the SBA during the pandemic, which it does not believe it must repay, according to the filing. The Taco Bus brand has two new locations scheduled to open by the end of this year, adding to 10 locations currently in operation in Tampa Bay, which is three fewer than reported in 2019 when the company opened a location in Orlando. The brand was named one of the most popular food trucks in the U.S. after a feature on Food Network’s “Diners, Drive-Ins and Dives” in 2011. Taco Bus changed ownership in 2013 when Founder Rene Valenzuela sold off most of the company. About Taco Bus 01 Inc. Taco Bus 01 Inc. is a Fletcher Avenue single-store franchisee of Tampa's fast-casual Mexican food chain Taco Bus. Taco Bus 01 Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05520) on Dec. 6, 2023. In the petition filed by Umar Farooq, as president, the Debtor estimated assets between $50,000 and $100,000 and estimated liabilities between $500,000 and $1 million. The Debtor is represented by: Buddy D Ford, Esq. Buddy D. Ford, P.A. 2320 E. Fletcher Ave. Tampa, FL 33647 TOPAZ SOLAR: S&P Alters Outlook to Positive, Affirms 'BB-' ICR -------------------------------------------------------------- S&P Global Ratings revised the outlook on Topaz Solar Farms LLC's notes to positive from stable, mirroring the outlook on revenue counterparty utility Pacific Gas & Electric Co. (Pac Gas). S&P could raise its rating if it raises its ICR on the utility. S&P also affirmed its 'BB' issue-level rating on Topaz's notes. The positive outlook reflects the creditworthiness of the project's revenue counterparty, Pac Gas, which caps S&P's view of the project's credit quality. On Dec. 1, 2023, S&P Global Ratings revised the outlook to positive from stable on utility Pacific Gas & Electric Co. (Pac Gas) and affirmed its 'BB-' rating on the company. Topaz is a 550-megawatt cadmium telluride, thin-film photovoltaic solar power plant project in San Luis Obispo County, Calif. The project achieved commercial operation in October 2014 and final completion in February 2015. Topaz repays debt with cash flow from a 25-year, fixed-price power purchase and sale agreement with Pac Gas, which needs the solar electricity to comply with renewable energy regulations in California. The project company is 100% owned by Berkshire Hathaway Energy Renewables LLC (BHER), a subsidiary of Berkshire Hathaway Energy Co. Key strengths -- The project has no revenue risk tied to market power or commodity prices, only operational risk. -- It benefits from long-term contracts and proven solar technology. Key risks -- Counterparty risk related to Pac Gas continues to limit project rating. -- Cash flow varies based on solar resources. S&P said, "We revised our outlook on Pac Gas to positive from stable on Dec. 1. Our 'BB-' ICR on Pac Gas, plus one notch for regulatory support, caps the issue-level rating on Topaz's debt at 'BB'. We apply a one-notch uplift to the ICR to derive a counterparty dependency assessment of 'bb', because the project delivers an essential service and there is regulatory precedent that supports counterparty payments during bankruptcy. As a result of the cap and our Pac Gas outlook revision to positive, we revised our outlook on Topaz's debt issues to positive. "The positive outlook reflects the creditworthiness of the project's revenue counterparty, Pac Gas, which caps our view of the project's credit quality. We could raise or lower our rating on the project's debt if we upgrade or downgrade Pac Gas. Operational and financial performance for the project remain robust and unchanged under our base-case scenario, and we anticipate a minimum debt service coverage ratio (DSCR) of about 2.04x in 2023 and a median of 2.39x through maturity. "We could revise the outlook to stable over the next 12 months if we revise our outlook on Pac Gas to stable. Although less likely with a positive outlook, we could lower our rating on the notes if we lowered the ICR on Pac Gas. "We could raise the rating on Topaz's notes if we raise the ICR on Pac Gas." TRANSOCEAN LTD: Secures $251M Contract With OMV Petrom ------------------------------------------------------ Transocean Ltd. announced a minimum 540-day contract for the Transocean Barents with OMV Petrom S.A. in the Romanian Black Sea at a rate of $465,000 per day, excluding additional services. The program is expected to commence in the first quarter of 2025 and is estimated to contribute approximately $251 million in backlog, excluding full compensation for mobilization and a demobilization fee. For each day over 540 days, including the two option periods, the operating day rate will be $480,000. About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Transocean Ltd. reported a net loss of $621 million for the year ended Dec. 31, 2022, a net loss of $591 million for the year ended Dec. 31, 2021, a net loss of $568 million for the year ended Dec. 31, 2020 and a net loss of $1.25 billion for the year ended Dec. 31, 2019. As of March 31, 2023, the Company had $20.19 billion in total assets, $1.05 billion in total current liabilities, $8.81 million in total long-term liabilities, and $10.32 billion in total equity. * * * As reported by the TCR on Sept. 28, 2023, S&P Global Ratings raised its issuer credit rating on offshore drilling contractor Transocean Ltd. to 'CCC+' from 'CCC'. S&P said, "The upgrade reflects improved rig demand, higher day rates, and our view that there is reduced near-term risk of a distressed debt exchange or balance sheet restructuring." TRAXCELL TECHNOLOGIES: Gets OK to Tap Ramey LLP Litigation Counsel ------------------------------------------------------------------ Traxcell Technologies LLC received approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Ramey LLP as litigation counsel. The firm's services include: (a) advising the Debtor as to when there is a violation of a patent; (b) advising the Debtor what to do when there is a violation of a patent; (c) taking the necessary steps to stop the violation and seek damages; (d) taking all other necessary steps to protect the Debtor; and Ramey has agreed to receive a contingent fee of 45% of the amount of judgment. William Ramey, Esq., a member of Ramey, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: William Ramey, Esq. Ramey LLP 5020 Montrose Blvd., Suite 800 Houston, TX 77006 Telephone: (713) 426-3923 Facsimile: (832) 900-4941 Email: wramey@rameyfirm.com About Traxcell Technologies Traxcell Technologies, LLC is a provider of innovative location-based technology. The company is based in Lorena Texas. Traxcell Technologies filed Chapter 11 petition (Bankr. W.D. Texas Case No. 23-10771) on Sept. 19, 2023. On Sept. 25, 2023, the case was transferred to Waco Division from Austin Division and was assigned a new case number (Case No. 23−60482). At the time of the filing, the Debtor reported up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Michael M. Parker oversees the case. The Debtor tapped Charles R. Chesnutt, Esq., at Charles R. Chesnutt, P.C. as bankruptcy counsel and William Ramey, Esq., at Ramey LLP as litigation counsel. TRI-STATE OUTDOORS: John Whaley Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 21 appointed John Whaley, a practicing accountant in Atlanta, Ga., as Subchapter V trustee for Tri-State Outdoors, LLC. Mr. Whaley will be paid an hourly fee of $395 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Whaley declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: John T. Whaley, CPA P.O. Box 76362 Atlanta, GA 30358 Phone: 404-946-5272 Email: trustee@jtwcpa.net About Tri-State Outdoors Tri-State Outdoors, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-21364) on Dec. 5, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge James R. Sacca oversees the case. Will B. Geer, Esq., at Rountree Leitman Klein & Geer, LLC represents the Debtor as legal counsel. TRINITY INDUSTRIES: Moody's Affirms 'Ba2' CFR, Outlook Stable ------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Trinity Industries, Inc., including the Ba2 corporate family rating and the Ba2 senior unsecured ratings. The Ba2-PD probability of default rating and the SGL-3 speculative grade liquidity rating have been withdrawn. The outlook was maintained stable. RATINGS RATIONALE The rating affirmation is based on Trinity's well-established competitive positioning in the full-service railcar leasing market with a diverse customer base, supporting its good performance through economic cycles. Contractual lease revenues and high fleet utilization rates underpin the stability of the railcar leasing business, along with a fairly high lease renewal rate that helps to mitigate residual value risk. Lease rates on the existing railcar fleet typically rise as a result of inflationary pressures on new railcar production costs. Moody's notes, however, that Trinity's earnings may be pressured by higher compliance costs on the tank cars manufactured in 2013 through 2015. Moody's expects that Trinity's equity cushion (8.9% tangible common equity / tangible managed assets as of September 30, 2023) will remain a limiting factor on the company's credit profile because it is narrow relative to the company's leasing peers. Moody's estimates that Trinity repurchased about $1.35 billion of shares since the spin-off of its non-railcar manufacturing businesses in late 2018. While Moody's considers Trinity's historical track record of unabated share repurchases as aggressive, and therefore a governance consideration in the rating agency's assessment of Environmental, Social and Governance factors, Moody's expects the company will slow its share repurchases such that capital will build to greater than 10% in the next 12-18 months. Trinity currently has $250 million unutilized share repurchase authorization from its Board of Directors. Additionally, Trinity is reliant on secured debt, which reduces its financial flexibility due to asset encumbrance. Moody's estimates the proportion of secured debt to total assets is approximately 60% at September 30, 2023, following a gradual increase in the loan-to-value of the lease portfolio using securitized debt. In addition to being a railcar lessor, Trinity is a manufacturer of new railcars in North America. Demand for new railcars is cyclical, as a decline in rail freight drives an oversupply of railcars in the industry and leads to lower deliveries. A focus by Class 1 railroads on improving their asset utilization has also negatively impacted deliveries in recent years. Lease rates for Trinity's railcars can also experience downward pressure during periods of oversupply. To mitigate the risk of demand fluctuations, Trinity has reduced the break-even level of railcar deliveries through initiatives around its manufacturing footprint, outsourcing lower-value operations and utilizing more automated processes. The stable outlook reflects Moody's expectations that Trinity's profits and cash flow, albeit weakened, will continue to demonstrate resilience through the economic cycle and that adequate liquidity will be maintained. It also incorporates Moody's expectation that the company's capitalization will improve to closer to 10% in the next 12-18 months. Additionally, the stable outlook incorporates high utilization of the North American railcar fleet and conditions that should support order demand for new railcars in the near term. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Trinity improves its equity capitalization and maintains its profitability of net income / tangible managed assets of above 1%, while maintaining strong liquidity and focusing on its leasing franchise. A lower proportion of secured debt to total leasing assets would also be an important consideration. The ratings could be downgraded if Moody's expects the company to maintain tangible common equity / tangible managed assets of less than 10% on a sustained basis. The ratings could also be downgraded if Moody's expects the EBITA margin to be sustained below 15% or if the railcar manufacturing segment fails to demonstrate break-even profit at current railcar deliveries. Diminishing prospects for an increase in demand for new railcars could also contribute to a ratings downgrade. Trinity Industries, Inc. (NYSE: TRN) is a leading manufacturer of freight and tank railcars and provides leasing, management and other railcar related services. Trinity managed approximately $7.4 billion in operating assets as of 3September 30, 2023. UETEK: Disposable Earnings to Fund Plan Payments ------------------------------------------------ UETEK filed with the U.S. Bankruptcy Court for the Central District of California a Subchapter V Plan of Reorganization dated Dec. 11, 2023. The Debtor, which was established in 2010, sells produce bags, gloves, meat film rolls, trash liners and other reusable bags to supermarkets throughout California. UETEK suffered revenue declines and cash shortfalls when the COVID 19 epidemic struck in 2020 and 2021. The dramatic rise in inflation in 2021 further exacerbated the company's financial problems by substantially increasing costs and reducing margins. To address this problem, UETEK began to seek additional financing. Unfortunately, UETEK's credit inquiries drew the attention of so called merchant cash advance lenders ("MCAs"). The company obtained loans from several MCAs, and the usurious interest charges (in excess of 200%) and harsh collection practices employed by these lenders nearly destroyed UETEK's business by depleting its operating capital. The burdens imposed upon UETEK by the MCAs forced the Debtor to file this case on September 14, 2023. The Debtor will be seeking to recover over $100,000 over preferential and avoidable transfers from the MCAs. This litigation effort is in progress and it will continue in 2024. Class 4 consists of General Unsecured Claims. * East West Bank, as the holder of an Allowed Unsecured Claim in the amount of $1,000,000 if no Section 1111(b) of the Bankruptcy Code election is made. Twelve quarterly distributions payable on the 15th day of each quarter in an amount equal to a pro rata percentage of the Net Earnings generated by the Debtor in each preceding quarter. Such payments shall cease on the earlier of payment in full of the Allowed Unsecured Claim of this claimant or upon the payment of the twelfth quarterly distribution. * All other Allowed Unsecured Claims that are disputed and later Allowed by the Court, or unknown and later Allowed by the Court in the amount of $80,000. Twelve quarterly distributions payable on the 15th day of each quarter in an amount equal to a pro rata percentage of the Net Earnings generated by the Debtor in each preceding quarter. Such payments shall cease on the earlier of payment in full of the Allowed Unsecured Claim of this claimant or upon the payment of the twelfth quarterly distribution. Class 5 consists of Equity Interest Holders. Hsiang Woodby hall retain her stock in the Debtor. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. The prospective payments provided for in the Plan will be funded through the Disposable Earnings generated from the Debtor's business operations. On Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. The Debtor's financial projections show that the Debtor will have an aggregate annual average cash flow, after paying operating expenses, post-confirmation taxes and payments to secured claims of $70,000 to $100,000 per year. Plan payments to secured creditors will continue for at least five years, and as long as fifteen years if East West Bank makes the Section 1111(b) election. The final Plan payment to unsecured creditors is expected to be paid on the 60th month after the Effective Date, unless such claims are paid off sooner. A full-text copy of the Subchapter V Plan dated December 11, 2023 is available at https://urlcurt.com/u?l=nSC96q from PacerMonitor.com at no charge. Counsel to the Debtor: Sean A. O'Keefe, Esq. OKEEFE & ASSOCIATES LAW CORPORATION, P.C. 30 Newport Center Dr Newport Beach, CA 92660 Phone: (949) 334-4135 About UETEK UETEK -- https://UETEK.COM/ -- is a wholesaler of grocery and related products. UETECK sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-14201) on Sept. 15, 2023. In the petition filed by Hsiang Woodby, as chief executive officer, secretary, chief financial officer, the Debtor reported total assets of $779,202 and total liabilities of $1,976,556. The Honorable Bankruptcy Judge Wayne E Johnson oversees the case. The Debtor is represented by Sean A OKeefe, Esq. at OKeefe & Assoc. Law Corp., P.C. USI INC: Moody's Rates New $620MM Senior Unsecured Notes 'Caa1' --------------------------------------------------------------- Moody's Investors Service has assigned a Caa1 rating to $620 million of eight-year senior unsecured notes being issued by USI, Inc. (USI, corporate family rating B2). USI will use the net proceeds to refinance its senior unsecured notes maturing in May 2025 and pay related fees and expenses. The rating outlook for USI is unchanged at stable. RATINGS RATIONALE According to Moody's, USI's ratings reflect its strong presence in US middle market insurance brokerage and its good balance of property and casualty (P&C) insurance and employee benefits business. The company often sells through teams of industry and product specialists to make its full range of products and services available to a given client. This approach, combined with a slowing pace of acquisitions, has helped USI improve its organic growth and EBITDA margin in recent years. Offsetting these strengths are USI's significant debt burden and its exposure to higher interest rates on the debt. The company also faces potential liabilities from errors and omissions in the delivery of professional services. USI reported revenue of $2.0 billion for the first nine months of 2023, up 14.6% versus the prior year period reflecting organic net commissions and fees growth of 9.4% in property and casualty insurance and 5.5% in employee benefits. Moody's expects organic growth rates for USI and other insurance brokers will decline in the year ahead based on slower US economic growth. The rating agency also expects USI's EBITDA margin to remain in the mid-to-upper 20s (per Moody's calculations). Moody's estimates that USI's pro forma debt-to-EBITDA is slightly above 7x, with (EBITDA – capex) interest coverage of around 2x, and a free-cash-flow-to-debt ratio in the low-to-mid-single digits. These metrics include the rating agency's adjustments for operating leases, contingent earnout obligations, run-rate EBITDA from acquisitions, and certain non-recurring items. Moody's expects the company will reduce its leverage below 7x over the next couple of quarters through EBITDA growth and slight debt reduction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to an upgrade of USI's rating include: (i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage of interest above 2.5x, and (iii) free-cash-flow-to-debt ratio above 6%. Factors that could lead to a downgrade of the rating include: (i) debt-to-EBITDA ratio above 7x, (ii) (EBITDA - capex) coverage of interest below 1.5x, or (iii) free-cash-flow-to-debt ratio below 3%. The principal methodology used in this rating was Insurance Brokers and Service Companies published in June 2018. Based in Valhalla, New York, USI offers a broad range of property and casualty insurance and employee benefits products and services to middle market businesses across the US. The company generated revenue of $2.6 billion in the 12 months through September 2023. USI INC: S&P Rates New $620MM Senior Unsecured Notes 'CCC+' ----------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' debt rating to USI Inc.'s (B/Stable/--) proposed $620 million senior unsecured notes due 2032. S&P also assigned a '6' recovery rating to the notes, indicating its expectation of negligible recovery (0%) in the event of payment default. S&P said, "We expect USI to use the proceeds from these notes to refinance its $615 million senior unsecured notes and pay related fees and expenses. The ratings on USI, including our 'B' long-term issuer credit rating and 'B' revolver and first-lien term loan ratings, are unaffected by the issuance. "This transaction is leverage neutral, with USI's S&P Global Ratings-adjusted leverage for the 12 months ended September 30, 2023, at 7.0x. We expect EBITDA interest coverage to hover near 2.0x. "For fiscal-year 2023, we expect USI to deliver upper-single digit revenue growth, mainly derived from organic means. We expect EBITDA margins to decline slightly as travel, entertainment, and labor expenses rebound closer to pre-pandemic norms and as add-back exclusions rise. We expect USI's adjusted debt to EBITDA to be 6.8x-7.2x, with EBITDA interest coverage remaining around 2.0x." VANSHI LLC: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Vanshi, LLC, according to court dockets. About Vanshi LLC Vanshi, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The company is based in Pensacola, Fla. Vanshi filed voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 23-30803) on November 13, 2023, with $1 million to $10 million in both assets and liabilities. Priteshkumar M. Patel, owner, signed the petition. Judge Jerry C. Oldshue, Jr. oversees the case. Robert C. Bruner, Esq., at Bruner Wright, P.A. represents the Debtor as counsel. VBI VACCINES: Further Extends Forbearance With Lenders to Dec. 26 ----------------------------------------------------------------- VBI Vaccines Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company along with its subsidiary VBI Cda, as borrowers, and with K2 HealthVentures LLC and any other lender from time-to-time party thereto, as lenders, agreed to further extend the Forbearance Period through and including Dec. 26, 2023, subject to compliance by the Borrowers with the same terms and conditions as set forth in the Forbearance Agreement. VBI Vaccines stated, "There is no assurance that the Company will be able to meet the conditions set forth in the Forbearance Agreement, which will result in a termination of the Forbearance Period. In addition, the Forbearance Agreement is not a waiver by K2HV of the Company's obligation to meet the covenants pursuant to the Loan Agreement. Accordingly, K2HV may declare an Event of Default after the end of the Forbearance Period, and there is no assurance that the Company would be able to enter into another forbearance agreement for any additional periods. Upon occurrence and during the continuance of an Event of Default, K2HV is entitled to declare all obligations under the Loan Agreement immediately due and payable and to stop advancing money or extending credit under the Loan Agreement, and the applicable rate of interest will be increased by 5.00% per annum." On Nov. 13, 2023, the Borrowers entered into a forbearance agreement with the Lenders, pursuant to which the Lenders agreed to forbear from exercising the Secured Parties' rights with respect to the failure to meet the minimum Net Revenue (as defined in the Loan Agreement) covenant for the measurement period ended Sept. 30, 2023, from Nov. 13, 2023, through and including Nov. 28, 2023, subject to compliance by the Borrowers with certain terms and conditions as set forth in the Forbearance Agreement. Additionally, as previously disclosed, on Nov. 28, 2023 and effective as of the same date, the Borrowers and the Lenders agreed to extend the Forbearance Period through and including Dec. 12, 2023, subject to compliance by the Borrowers with the same terms and conditions as set forth in the Forbearance Agreement. About VBI Vaccines VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical company driven by immunology in the pursuit of powerful prevention and treatment of disease. Through its innovative approach to virus-like particles ("VLPs"), including a proprietary enveloped VLP ("eVLP") platform technology, VBI develops vaccine candidates that mimic the natural presentation of viruses, designed to elicit the innate power of the human immune system. VBI is committed to targeting and overcoming significant infectious diseases, including hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as aggressive cancers including glioblastoma (GBM). VBI is headquartered in Cambridge, Massachusetts, with research operations in Ottawa, Canada, and a research and manufacturing site in Rehovot, Israel. VBI Vaccines reported a net loss of $113.30 million for the year ended Dec. 31, 2022, a net loss of $69.75 million for the year ended Dec. 31, 2021, a net loss of $46.23 million for the year ended Dec. 31, 2020, a net loss of $54.81 million for the year ended Dec. 31, 2019, and a net loss of $63.60 million for the year ended Dec. 31, 2018. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 13, 2023, citing that the Company faces several risks, including but not limited to, uncertainties regarding the success of the development and commercialization of its products, demand and market acceptance of the Company's products, and reliance on major customers. The Company anticipates that it will continue to incur significant operating costs and losses in connection with the development and commercialization of its products. The Company has an accumulated deficit as of Dec. 31, 2022 and cash outflows from operating activities for the year-ended Dec. 31, 2022 and, as such, will require significant additional funds to conduct clinical and non-clinical trials, commercially launch its products, and achieve regulatory approvals that raise substantial doubt about its ability to continue as a going concern. VITAL PHARMACEUTICALS: Former CEO Is Safe in Equity Sale,Says Judge ------------------------------------------------------------------- David Minsky of Law360 reports that a Florida federal bankruptcy judge on Tuesday, December 12, 2023, said the ex-CEO of the company that sells Bang Energy drinks can't stop a trustee from extinguishing his ownership in a Chapter 11 sale, saying his challenge to an order granting the debtor's estate the right to terminate corporation status will remain intact. Judge Peter D. RUssin on Dec. 13, 2023 entered an order sustaining the Liquidating Trust's objection to John H. Owoc's emergency motion for a temporary restraining order. This request for a TRO and preliminary injunction relates to Mr. Owoc's efforts to terminate VPX's status as an S Corporation pursuant to 26 U.S.C. Sec. 1362(d). The fact that Mr. Owoc has not taken any steps to terminate VPX's status to date is caused by the Bankruptcy Court's order holding that VPX's status as an S Corporation is property of the estate. Because Debtors' Chapter 11 Plan has been confirmed, the Liquidating Trustee appointed under the Plan will have the authority to extinguish Mr. Owoc's shares in VPX on the Effective Date. VPX will contend that this action moots Mr. Owoc's appeal of the S Corporation Order and prevents him from exercising his rights as a shareholder. Mr. Owoc sought to preserve the status quo while he appeals the Court's S Corporation Order. Accordingly, Mr. Owoc asked the Bankruptcy Court to order the Liquidating Trustee to refrain from cancelling or extinguishing Mr. Owoc's equity interests in VPX while his appeal of the S Corporation Order remains pending. The Liquidating Trustee however, countered that Mr. Owoc has failed to meet his burden to warrant the extraordinary remedy of a preliminary injunction. "[T]he Court's prior determination that the Liquidating Trustee has authority and discretion to cancel and/or extinguish Existing Equity Interests should be given preclusive effect. Thus, the Complaint will most likely not be successful on the merits as the claim/issue contained therein is barred by res judicata and collateral estoppel," it said. About Vital Pharmaceuticals Since 1993, Florida-based Vital Pharmaceuticals, Inc., doing business as Bang Energy and as VPX Sports, has developed performance beverages, supplements, and workout products to fuel high-energy lifestyles. VPX Sports is the maker of Bang energy drinks, among other consumer products. Vital Pharmaceuticals, Inc., along with certain of its domestic subsidiaries and affiliates, filed voluntary petitions for protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-17842) on Oct. 10, 2022. VPX estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Hon. Scott M. Grossman is the case judge. The Debtors tapped Latham & Watkins, LLP as general bankruptcy counsel; Berger Singerman, LLP as local counsel; Haynes and Boone, LLP and Faulkner ADR Law, PLLC as special counsels; Huron Consulting Group, Inc., as CTO services provider; and Rothschild & Co US, Inc., as investment banker; and Grant Thornton, LLP, as financial advisor. Stretto, Inc., is the notice, claims and solicitation agent. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Nov. 1, 2022. The committee tapped Lowenstein Sandler, LLP as general bankruptcy counsel; Sequor Law, P.A., as local counsel; and Lincoln Partners Advisors, LLC as financial advisor. VTV THERAPEUTICS: Regains Compliance With Nasdaq Bid Price Rule --------------------------------------------------------------- vTv Therapeutics Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it received notification from Nasdaq that, as of Dec. 8, 2023, the Company had regained compliance with the requirement that the bid price for its common stock close above $1.00 per share. Nasdaq's notice provided that because the Company had regained compliance with the Minimum Bid Requirement, the listing of the Company's common stock on the Nasdaq Capital Market would continue. On Dec. 22, 2022 the Company received a deficiency letter from Nasdaq that notified the Company that it was not in compliance with the Minimum Bid Requirement because the price of its common stock had closed below $1.00 for 30 consecutive business days and that it had 180 days to regain compliance with the Minimum Bid Requirement. On July 17, 2023, a Nasdaq Hearing Panel notified the Company that it had approved the Company's request to extend the period for the Company to regain compliance with the Minimum Bid Requirement until Dec. 18, 2023. On Nov. 20, 2023, the Company effected a reverse stock split as disclosed in a Current Report on Form 8-K filed on Nov. 20, 2023, in compliance with the terms of the extension received from the Nasdaq Hearing Panel. About vTv Therapeutics vTv Therapeutics Inc. is a clinical stage biopharmaceutical company focused on developing oral, small molecule drug candidates. vTv has a pipeline of clinical drug candidates led by cadisegliatin (TTP399), a potential adjunctive therapy to insulin for the treatment of type 1 diabetes. vTv's development partners are pursuing additional indications in type 2 diabetes, chronic obstructive pulmonary disease, renal disease, primary mitochondrial myopathy, and glioblastoma and other cancers and cancer treatment-related conditions. vTv Therapeutics reported a net loss attributable to the Company of $19.16 million for the year ended Dec. 31, 2022, compared to a net loss attributable to the Company of $12.98 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $28.83 million in total assets, $28.42 million in total liabilities, $19.60 million in redeemable noncontrolling interest, and a total stockholders' deficit of $19.19 million. Raleigh, North Carolina-based Ernst & Young LLP, the Company's auditor since 2000, issued a "going concern" qualification in its report dated March 6, 2023, citing that the Company has not generated any product revenue, has not achieved profitable operations, has insufficient liquidity to sustain operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. WORTHY VENTURES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Worthy Ventures, Inc. 3000F Danville Blvd, Unit 155 Alamo, CA 94507 Case No.: 23-41448 Chapter 11 Petition Date: November 3, 2023 Court: United States Bankruptcy Court Northern District of California Judge: Hon. William J Lafferty Debtor's Counsel: Dean Lloyd Law Offices of Dean Lloyd 941 Matts Court Los Altos, CA 94024 Tel: (650) 888-6905 E-mail: legaljaws@gmail.com Scheduled Assets: $3,700,000 Scheduled Liabilities: $2,500,000 The petition was signed by Stephanie Warren, manager. A full-text copy of the Corrected Voluntary Petition is now available for download at PacerMonitor.com at https://www.pacermonitor.com/view/V5CYXBQ/Worthy_Ventures_Inc__canbke-23-41448__0012.0.pdf?mcid=tGE4TAMA XD INDUSTRIES: Case Summary & 12 Unsecured Creditors ---------------------------------------------------- Debtor: XD Industries, Inc. 25422 Trabuco Road, Suite 105-627 Lake Forest, CA 92630 Chapter 11 Petition Date: December 14, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-12656 Judge: Hon. Theodor Albert Debtor's Counsel: Jeremy Rothstein, Esq. G&BE LAW, LLP 16000 Ventura Boulevard Suite 1000 Encino, CA 91436 Tel: 818-382-6200 Fax: 818-986-6534 Email: jrothstein@gblawllp.com Total Assets: $129,260 Total Liabilities: $1,685,898 The petition was signed by Alexander Mutuc as president. 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/SRFJSYQ/XD_Industries_Inc__cacbke-23-12656__0001.0.pdf?mcid=tGE4TAMA [*] Pittsburgh Sees Chapter 11 Filings Increase in 3rd Quarter -------------------------------------------------------------- Patty Tascarella of Pittsburgh Business Times reports that more businesses in the Pittsburgh area are restructuring through Chapter 11 bankruptcy filings than in 2022. During the third quarter, Chapter 11s outpaced Chapter 7 filings for liquidation for the first time in recent years. Kirk Burkley, managing partner at Bernstein-Burkley PC, said higher interest rates, inflation and labor and construction costs are consistent themes. "It costs businesses almost double in interest on debt now to operate and construction costs have almost doubled over a few years ago," he noted. "Everything is more expensive." Tyler Dischinger, counsel in the Bankruptcy & Creditors' Rights practice group at Buchanan Ingersoll & Rooney PC, pointed out that there are "unique pressure points" in various industries but believes the high interest rates and inflation are the most common threads. "Inflation is problematic for those businesses which cannot pass along increased input costs to their customers," Dischinger said. "And high interest rates, relative to the past decade, present a nearly universal challenge right now." During the three months ended on September 30, 2023, 36 businesses filed for bankruptcy in U.S. Bankruptcy Court for the Western District of Pennsylvania. According to data from the Administrative Office of U.S. Courts, 14 were Chapter 7 and 17 were Chapter 11. That compares with 40 filings in Q3 2022, of which 23 were Chapter 7 and 12 were Chapter 11.The remainder were for sole practitioners. The Federal Reserve began raising interest rates in March 2022 to bring inflation down to the regulator's 2% target. It is not there yet, and while the Fed refrained from further increases since its July 2023 meeting, the federal funds rate remains at a lofty 5.25% to 5.5%. "It is not yet clear how soon we will see interest rate relief, or the pace by which interest rates will ease," Dischinger said. "Until then, cash flows will be challenged for many businesses. Prognosticators are predicting a soft recession for the first and second quarters 2024. If there is a slow recovery or the soft recession becomes deeper, 2024 could see increased Chapter 11 activity." Some industry sectors are taking harder hits. Burkley noted upticks in health care and in commercial real estate in the central business districts of major cities, as well as in pharmaceuticals and technology. "Anything that had massive private equity needs and was not yet turning a profit is stressed — funders are looking for safer investments," he added. There are other factors around the corner that will add to the stress. Burkley said 2024 and 2025 will see the highest amount of commercial real estate loans maturing than any other two-year period in history. "In addition, health care, especially rural hospitals, will see a difficult road ahead," he said. "Any business that relies on debt will continue to see interest rates squeeze margins. If inflation continues to drive up prices of goods, materials and labor, we will see uptick in manufacturing and construction as well." Nationally, the American Bankruptcy Institute said Chapter 11 filings during the nine months ended September 30, 2023 increased 61% compared with the same period in 2022. ABI cited data provided by Epiq Bankruptcy. Amy Quackenboss, ABI executive director, said filings are still below pre-pandemic levels but demonstrate difficult challenges and growing debt loads in the current economic environment. [*] Small Business Bankruptcies Are Rising in the U.S. ------------------------------------------------------ Sarah George of Bankrate reports that small business bankruptcies are on the rise, with a 29% increase in Chapter 11 filings in September 2023 compared to September 2022 There are several types of business bankruptcies, including Chapter 7, Chapter 11, Chapter 11 subchapter V and Chapter 11 small business case Small business bankruptcies are on the rise, seeing a nearly 30 percent rise in Chapter 11 bankruptcy -- which allows the company to reorganize its debts and restructure the company -- filings over a 12-month period, according to the American Bankruptcy Institute. Thankfully, small businesses aren't seeing the same rise in Chapter 7 bankruptcy, which is the type that liquidates assets to pay off business debts. "Small business bankruptcies can often be the canary in the coal mine indicating a coming economic downturn. While an increase in small business failures is always a concern, there are other variables that are factoring in. Labor shortages, a rapid snapback in demand post-pandemic, and surging inflation mean some businesses never fully regained the footing they had prior to the pandemic," said Greg McBride, Chief Financial Analyst at Bankrate. Small businesses may file for bankruptcy for a number of reasons, as they face unique challenges that their large business counterparts don't face. According to Greg McBride, "Small businesses are more susceptible to higher interest rates and tighter credit. Many are also tied more closely to the fortunes of Main Street, so increasing financial strain among consumers can weigh disproportionately on a small business that doesn't have the broader geographic diversification of a large, national or multi-national competitor." A full-text copy of the article is available at https://finance.yahoo.com/news/small-business-bankruptcies-rise-190510936.html ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. 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