/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240109.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, January 9, 2024, Vol. 28, No. 8 Headlines 13111 WESTHEIMER: Court OKs Cash Collateral Access Thru Jan 31 1NONLY PHIMAR: Files Emergency Bid to Use Cash Collateral 1NONLY PHIMAR: Seeks to Hire Spencer Fane as Bankruptcy Counsel 23 INVESTMENTS: Taps Glast Phillips & Murray as Bankruptcy Counsel 2304 LIMITED: Files Emergency Bid to Use Cash Collateral 2304 LIMITED: Seeks Approval to Hire Eric Liepins as Legal Counsel 3531 TRUCKING: Voluntary Chapter 11 Case Summary 4TH VECTOR: Files Emergency Bid to Use Cash Collateral ADON PROPERTIES: Court OKs Cash Collateral Access Thru Feb 1 ALL DAY: $200MM Bank Debt Trades at 56% Discount ALLENTOWN NEIGHBORHOOD: Moody's Affirms 'Ba3 on 2017/2018 Bonds ALTISOURCE PORTFOLIO: Registers 1.6M Shares For Potential Resale ALYNEVYCH INC: Case Summary & 18 Unsecured Creditors AMICAS PIZZA: Seeks to Hire Vellone Wolf Helfrich as Legal Counsel AMP ELECTRICAL: Seeks to Tap AR Law Partners as Bankruptcy Counsel AMT TOPCO: S&P Downgrades ICR to 'D' on Missed Interest Payments ARRIVAL: Receives Another Non-Compliance Notice From Nasdaq ASHFORD HOSPITALITY: Swaps 2.1M Shares for 320K Preferred Stock ATTASHIAN ENTERPRISES: Court OKs Cash Access on Final Basis AUDACY INC: Case Summary & 30 Largest Unsecured Creditors AURORA GRACE: Seeks Cash Collateral Access AVEANNA HEALTHCARE: $415MM Bank Debt Trades at 25% Discount BACKFORTY VENTURES: Wins Interim Cash Collateral Access BAKERS RESIDENTIAL: Seeks Cash Collateral Access BIJOU HILL: Has Deal on Cash Collateral Access BOBBITT ELECTRICAL: Wins Cash Collateral Access Thru Feb 9 BON SHEN LING: Hires WinZone Realty Inc. as Real Estate Broker BORINQUEN NATURAL: March 6 Plan & Disclosure Hearing Set BORREGO COMMUNITY: U.S. Trustee Opposes Combined Disclosure & Plan BRITELAB INC: Gina Klump Named Subchapter V Trustee CANDESTO ENTERPRISES: To Restructure Under CCAA Proceedings CAPTAIN YURI'S: Court OKs Cash Collateral Access Thru Jan 11 CARNIVAL PLC: EUR755.5MM Bank Debt Trades at 31% Discount CASA SYSTEMS: $218.8MM Bank Debt Trades at 29% Discount CELULARITY INC: Incurs $93.9 Million Net Loss in Third Quarter CLINICAL EDIFY: Court OKs Cash Collateral Access Thru Jan 23 COLORADO FOOD: Seeks Cash Collateral Access COTTLE CHRISTI: Seeks Approval to Hire Christy Walls as Manager CPC ACQUISITION: $1.03BB Bank Debt Trades at 19% Discount CULINARY INNOVATIONS: Michael Markham Named Subchapter V Trustee CYTOSORBENTS CORP: Provides Update on STAR-T Trial DIGIPATH INC: Delays Filing of Annual Report to Complete Audit DIXON HOLDINGS: Seeks Cash Collateral Access DMK PHARMACEUTICALS: To Reconvene Annual Meeting on Jan. 25 DODGE CONSTRUCTION: $130MM Bank Debt Trades at 54% Discount EGAE LLC: $200K New Equity Contribution to Fund Plan EL DORADO GAS: Lender Seeks to Prohibit Cash Collateral Access EMERALD ISLES: Case Summary & Six Unsecured Creditors ENDO INTERNATIONAL: Inks 2nd Amended RSA With First Lien Creditors EXACTECH INC: $235MM Bank Debt Trades at 47% Discount FERRO CORP: $355MM Bank Debt Trades at 16% Discount FLYING FISH: Holly Miller of Gellert Named Subchapter V Trustee GENERAL PEST: Unsecureds Will Get 20% of Claims over 48 Months GLOBAL ALARM: Seeks to Hire RHM Law as Bankruptcy Counsel GLOBAL FOOD: EUR245MM Bank Debt Trades at 20% Discount GUANELLA PASS: Seeks to Hire Cohen & Cohen as Bankruptcy Counsel HARTMAN SPE: Seeks Approval of Disclosures on Interim Basis HARTMAN SPE: Taps Raymond James & Associates as Investment Banker HARTMAN SPE: Unsecureds Owed $20M Unimpaired in Plan HILTON GRAND: S&P Assigns 'BB+' Rating on New Sr. Sec. Notes HOLDINGS OF SOUTH: Seeks Cash Collateral Access HORIZON KIDZ: Wins Cash Collateral Access on a Final Basis HUDSON 888 HOLDCO: Voluntary Chapter 11 Case Summary HUDSON 888 OWNER: Case Summary & 20 Largest Unsecured Creditors HUGOTON OPERATING: Lender Seeks to Prohibit Cash Collateral Access INPIXON: Enters Liquidating Trust Agreement With Grafiti, Trustee INPIXON: Extends Maxim At-The-Market Offering Until December 2024 INPIXON: Issues 17.5 Million Common Shares to 2 Noteholders INSPIREMD INC: Grants Stock Option Awards to EVP of U.S. Business INTERGALACTIC THERAPEUTICS: Taps Morgan Lewis as Patent Counsel INVERSIONES LATIN: Wins Cash Collateral Access on Final Basis IVANTI SOFTWARE: $545MM Bank Debt Trades at 19% Discount KBS REAL ESTATE: Extends Maturity of BofA Loan to Feb. 6 KNOTTY NUFF: Robert Goe Named Subchapter V Trustee LARGO MEZZ: Lender Separan Largo Sets Feb. 20 Auction LEBANON PLATINUM: Court OKs Cash Collateral Access Thru Jan 12 LEXFIT LLC: Unsecureds to Get Share of Income for 5 Years LIFE CONDUIT: Case Summary & Three Unsecured Creditors LOCAL GYM: Seeks to Hire Michael Familetti as Legal Counsel LUCKY RABBIT: Files Emergency Bid to Use Cash Collateral MALLINCKRODT: Calamos CSQ Marks $1.1M Loan at 24% Off MARINE ELECTRIC: Hires McManimon Scotland as Special Counsel MARKING IMPRESSIONS: Fine-Tunes Plan Documents MLN US HOLDCO: $1.12BB Bank Debt Trades at 87% Discount MOBILE ADDICTION: Hires Mobile Addiction as Bankruptcy Counsel MOBILE ADDICTION: Seeks Cash Collateral Access MOBIQUITY TECHNOLOGIES: Designates 770K Series H Preferred Shares MYRA FALLS: Seeks Creditor Protection Under CCAA NEAR INTELLIGENCE: DIP Loan Termination Date Extended to Friday NEWMARK GROUP: S&P Assigns 'BB+' Rating on New Unsecured Notes ORTHOCARE SOLUTIONS: Seeks to Hire McNamee Hosea as Legal Counsel PEGASUS HOME: Unsecureds Will Get 1% of Claims in Plan PROPERTY ADVOCATES: Scot Strems Says Plan Patently Unconfirmable PROPERTY ADVOCATES: Sonia Ortiz Says Disclosure Insufficient PROTERRA INC: Amends Chapter 11 Plan Support Agreement PROTO-VEST DRYERS: James Cross Named Subchapter V Trustee PURPLE PEONY: Court OKs Cash Collateral Access on Final Basis QUEST SOFTWARE: $765MM Bank Debt Trades at 40% Discount R&W CLARK CONSTRUCTION: Court OKs Cash Collateral Access Thru Feb 1 RAI INC: Court OKs Interim Cash Collateral Access RISE DEVELOPMENT: Seeks to Hire LaMonica Herbst as General Counsel RISE DEVELOPMENT: Seeks to Hire Peter Kutner CPA as Accountant RITE AID CORP: $425MM Bank Debt Trades at 24% Discount RIVERSIDE MILK: Gets OK to Hire JP Tax Solutions as Accountant S & J SERVICE: Hires Frost & Associates as Bankruptcy Counsel SANUWAVE HEALTH: Receives $1.8M Proceeds From Sale of Securities SCO ENTERPRISES: Files Emergency Bid to Use Cash Collateral SIFCO INDUSTRIES: RSM US Raises Going Concern Doubt SINTX TECHNOLOGIES: Granted Sixth U.S. Patent SMOKE SHOWIN': Court OKs Cash Collateral Access on Final Basis SPACE SHADOW: Hires David J. Winterton as Bankruptcy Counsel SPEEDWAY AUTO: Files Emergency Bid to Use Cash Collateral STONEYBROOK FAMILY: Case Summary & 10 Unsecured Creditors SYSTEM1 INC: Commences Tender Offer to Purchase Up to $79.4M Loans TANTUM COMPANIES: Court OKs Cash Collateral Access on Final Basis THOMAS ORTHODONTICS: Wins Cash Collateral Access on Final Basis THRASIO LLC: $325MM Bank Debt Trades at 51% Discount THRASIO LLC: $740MM Bank Debt Trades at 51% Discount TNT INDUSTRIES: Wins Cash Collateral Access Thru April 30 TRINITY LEGACY: Wins Cash Collateral Access Thru March 31 USA RV: Seeks Cash Collateral Access USA RV: Seeks to Hire Bradford Law Offices as Bankruptcy Counsel VISTAGEN THERAPEUTICS: EPO Intends to Grant Patent for AV-101 VUE ENTERTAINMENT: EUR648.6MM Bank Debt Trades at 65% Discount WARREN COMPANIES: James Cross Named Subchapter V Trustee WHITE COLUMNS: Seeks to Hire J. Michael Levengood as Counsel WHOLE COFFEE: Seeks to Hire Stampler Auctions as Auctioneer WHOLISTIC DENTAL: Case Summary & Three Unsecured Creditors WOMEN OF INFLUENCE: Seeks to Hire Eric Liepins as Legal Counsel [^] Large Companies with Insolvent Balance Sheet ********* 13111 WESTHEIMER: Court OKs Cash Collateral Access Thru Jan 31 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized 13111 Westheimer, LLC to use the cash collateral of Stellar Bank, Gelt Financial, LLC, and Bottomline Partners, LLC on an interim basis in accordance with the budget, with a 10% variance, through through January 31, 2024. The Debtor is authorized, on a limited basis, to use cash collateral only as provided in strict accordance with the terms and conditions provided in the Cash Collateral Order. Cash collateral includes all money on hand or in banks, accounts receivable, all rents, lease revenue, deposits and income from tenants and other third parties for the right to use any part of the Debtor's building located at 13111 Westheimer Road, Houston, Texas 77077. As adequate protection, the Secured Lenders are granted valid and perfected additional and replacement security interests in, and liens upon all of the Debtor's cash collateral. To the extent of the aggregate Diminution of Value, if any, of their respective interests in the cash collateral, and subject to any court ordered Carve-Out, the Secured Lenders are granted, in addition to claims under 11 U.S.C. Section 503(b), an allowed superpriority administrative expense claim pursuant to 11 U.S.C. Section 507(b). The Secured Lenders will also be provided adequate protection payments. A final hearing on the matter is set for February 6 at 9:30 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=3Zrwgafrom PacerMonitor.com. The Debtor projects $55,702 total cash receipts and $50,808 in total cash paid out for January 2024. About 13111 Westheimer, LLC 13111 Westheimer, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-34448) on November 9, 2023. In the petition signed by Nik Lavrinoff, managing member of End Litigation Advisors, LLC, disclosed up to $10 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. Susan Tran Adams, Esq., at Tran Singh, LLP, represents the Debtor as legal counsel. 1NONLY PHIMAR: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- 1NOnly Phimar, LLC asks the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, for authority to use cash collateral in accordance with the budget, with a 20% variance, and provide adequate protection. The Debtor requires the use of cash collateral for working capital, general corporate purposes, and costs of administering the Case. Pegasus Bank, N.A. asserts an interest in the Debtor's cash collateral. Prior to the Petition Date, the Debtor entered into a Loan Agreement with the Prepetition Secured Lender, and in connection therewith executed, on June 3, 2019, a promissory note whereby the Debtor borrowed approximately $6.480 million. As of the Petition Date, Debtor asserts that it owes the Prepetition Secured Lender approximately $6.55 Million pursuant to the Prepetition Note. The Debtor has a sufficient equity cushion in its property to provide the Prepetition Secured Lender adequate protection. As additional adequate protection for the use of the cash collateral, the Prepetition Secured Lender will be granted valid, binding, enforceable, fully perfected, replacement liens and first priority security interests in the Debtor's presently owned or hereafter acquired property and assets. The use of cash collateral and replacement liens will be subject to right of payment of the following expenses: (a) unpaid post-petition fees and expenses of the Clerk of the Court and statutory fees payable to the U.S. Trustee pursuant to 28 U.S.C. section 1930; and (b) unpaid post-petition fees and expenses of Professionals of the Debtor and any Statutory Committee (if appointed) but only to the extent such fees and expenses are allowed by the Bankruptcy Court under sections 330, 331, or 363 of the Bankruptcy Code. A copy of the motion is available at https://urlcurt.com/u?l=drjX5l from PacerMonitor.com. About 1NOnly Phimar, LLC 1NOnly Phimar, LLC owns a full-service hotel, the IBAN Dallas Park Central Hotel, a member of the Trademark Collection by Wyndham, located at 8051 Lyndon B. Johnson Freeway, Dallas, Texas 75251. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-30017) on January 1, 2024. In the petition signed by Philip Levine, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Jason P. Kathman, Esq., at Spencer Fane, represents the Debtor as legal counsel. 1NONLY PHIMAR: Seeks to Hire Spencer Fane as Bankruptcy Counsel --------------------------------------------------------------- 1NOnly Phimar, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Spencer Fane LLP as its counsel. Spencer Fane was retained by the Debtors on or around Oct. 11, 2023 to render prepetition legal services in connection with various matters involving pre-bankruptcy planning, litigation and negotiation, bankruptcy law and procedures, and the preparation for the filing of this case. The Debtors consent to ongoing representation by Spencer Fane in its Chapter 11 case. The firm will be paid at these rates: Jason P. Kathman, Esq. $600 per hour Megan Clontz, Esq. $500 per hour Partners $450 to $1,035 per hour Counsel $260 to $900 per hour Associates $320 to $580 per hour Paralegals $160 to $375 per hour Spencer Fane was paid a retainer by the Debtor in the amount of $75,000. Jason Kathman, Esq., a partner of Spencer Fane, 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: Jason P. Kathman, Esq. Megan F. Clontz, Esq. SPENCER FANE LLP 5700 Granite Parkway, Suite 650 Plano, TX 75024 Tel: (972) 324-0300 Fax: (972) 324-0301 Email: jkathman@spencerfane.com Email: mclontz@spencerfane.com About 1NOnly Phimar, LLC 1NOnly Phimar, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-30017) on Jan. 1, 2024. The petition was signed by Philip Levine as manager. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Jason P. Kathman, Esq. at SPENCER FANE represents the Debtor as counsel. 23 INVESTMENTS: Taps Glast Phillips & Murray as Bankruptcy Counsel ------------------------------------------------------------------ 23 Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Glast Phillips & Murray, P.C. as its bankruptcy counsel. The firm will provide these services: a. provide legal advice with respect to the Debtor's powers and duties as a debtor-in-possession in the continued operation of its business and the management of its property; b. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved, and objections to claims filed against the Debtor's estate; c. prepare on behalf of the Debtor necessary motions, answers, orders, reports, and other legal papers in connection with the administration of its estate; d. assist the Debtor in preparing for and filing a plan of reorganization at the earliest possible date; e. perform any and all other legal services for the Debtor in connection with the Debtor's Chapter 11 Case; and f. perform such legal services as the Debtor may request with respect to any matter, including, but not limited to, corporate finance and governance, contracts, antitrust, labor, and tax. The firm will be paid at these rates: Partners $450 to $650 per hour Associates $350 to $450 per hour Paralegals $220 per hour The firm received a retainer in the amount of $15,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Brandon J. Tittle, a partner at Glast Phillips & Murray, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Brandon J. Tittle, Esq. GLAST PHILLIPS & MURRAY, P.C. 14801 Quorum Drive, Suite 500 Dallas, TX 75254 Tel: (972) 419-8300 Fax: (972) 419-8329 Email: btittle@gpm-law.com About 23 Investments, LLC 23 Investments is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 23 Investments, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32911) on Dec. 6, 2023. The petition was signed by Steve Nabors as sole member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Brandon Tittle, Esq. at Glast, Phillips & Murray, P.C. represents the Debtor as counsel. 2304 LIMITED: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- 2304 Limited Partnership asks the U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, for authority to use cash collateral and provide adequate protection. The Debtor must have cash to make payroll and to pay other immediate expenses to keep its maintain the property. The Debtor's primary lender is Bay Mountain Fund, LLC asserts that it has a security interest in the rents collected by the Debtor. The Debtor's second Lien holder First Liberty Capital Partners LLC may also assert an interest in the rents. The rents may be considered cash collateral as that terms in defined in the Bankruptcy Code. At the present time the Debtor believes the value of the Property to be approximately $11 million and the indebtedness to Bay to is believed to be approximately $4.5 million and the indebtedness to Liberty is approximately $2 million. The Debtor is willing to provide Bay and Liberty with replacement liens pursuant to 11 U.S.C. section 552 in accordance with their existing priority without making any determination at this time as to the validity or priority of the claims asserted by Bay and Liberty. A copy of the motion is available at https://urlcurt.com/u?l=RIUyM7 from PacerMonitor.com. About 2304 Limited Partnership 2304 Limited Partnership is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40001) on January 1, 2024. In the petition signed by Brandi Kirkland, managing member of General Partner, the Debtor disclosed up to $10 million in both assets and liabilities. Eric Liepins, Esq. represents the Debtor as legal counsel. 2304 LIMITED: Seeks Approval to Hire Eric Liepins as Legal Counsel ------------------------------------------------------------------ 2304 Limited Partnership seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Eric A. Liepins, PC as its bankruptcy counsel. The Debtor requires the assistance of a counsel for the purpose of orderly liquidating the assets, reorganizing the claims of the estate, and determining the validity of claims asserted in the estate. The hourly rates of the firm's counsel and staff are as follows: Eric A. Liepins $275 Paralegals and Legal Assistants $30 - $50 In addition, the firm will seek reimbursement for expenses incurred. The firm has been paid a retainer of $5,000 plus filing fee. Mr. Liepins, the sole shareholder of the firm, 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: Eric A. Liepins, Esq. ERIC A. LIEPINS, PC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About 2304 Limited Partnership 2304 Limited is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 2304 Limited Partnership filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40001) on Jan. 1, 2024. The petition was signed by Brandi Kirkland as managing member of General Partner. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Eric Liepins, Esq. at ERIC A. LIEPINS, P.C. represents the Debtor as counsel. 3531 TRUCKING: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: 3531 Trucking 11807 Weistheimer Road Suite 550 Houston TX 77077 Chapter 11 Petition Date: January 8, 2024 Court: United States Bankruptcy Court Southern District of Texas Case No.: 24-30084 Debtor's Counsel: Alex O. Acosta, Esq. ACOSTA LAW P.C. One Northwest Centre 13831 Northwest Freeway Suite 400 Houston TX 77040 Tel: (713) 980-9014 Email: alex@theacostalawfirm.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Miguel Miranda as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4PMKL2I/3531_Trucking__txsbke-24-30084__0001.0.pdf?mcid=tGE4TAMA 4TH VECTOR: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------ 4th Vector Technologies, LLC asks the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, for authority to use cash collateral and provide adequate protection. The Debtor needs to use cash collateral to make payment of ordinary operating expenses. A review of the North Carolina Secretary of State's UCC filings reveals the following financing statements which might perfect a lien on cash collateral: a. File # 20190055278M recorded May 23, 2019, in favor of NOW ACCOUNT NETWORK CORPORATION, at 2300 Peachtree NW, Suite C-102, Atlanta, GA, 30309. b. File # 20200042096G recorded April 17, 2020, in favor of First Horizon Bank, PO Box 132, Memphis, TN 38101. c. File # 202100006769E recorded January 17, 2021, in favor of U.S. Small Business Association, 2 North 20th Street, Suite 320, Birmingham, AL, 35203. d. File # 20210077982K recorded June 11, 2021, in favor of CHTD Company, P.O. Box 2576, Springfield, IL, 62708. e. File # 20230059828M recorded May 10, 2023, in favor of Bay First National, a national banking association, 700 Central Avenue, St. Petersburg, FL, 33701. f. File # 20230115497F recorded September 15, 2023, in favor of Bay First National, a national banking association, 700 Central Avenue, St. Petersburg, FL, 33701. The Debtor proposes to give a replacement lien to secured creditors for the cash collateral used if the motion is approved. A copy of the motion is available at https://urlcurt.com/u?l=ImND2I from PacerMonitor.com. About 4th Vector Technologies, LLC 4th Vector Technologies, LLC is an industrial equipment supplier in Raleigh, North Carolina. The Company's current services include: turnkey solutions, retrofits, field support & resource, industrial research & engineering studies, traceability, data collection & analytics, OEM open source development, and preventative maintenance. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00021) on January 2, 2024. In the petition signed by Robert Couture, CTO/managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Pamela W. McAfee oversees the case. William P. Janvier, Esq., at STEVENS MARTIN VAUGHN & TADYCH, PLLC, represents the Debtor as legal counsel. ADON PROPERTIES: Court OKs Cash Collateral Access Thru Feb 1 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Massachusetts, Central Division, authorized Adon Properties LLC to use cash collateral on an interim basis, in accordance with the budget, through February 1, 2024. As adequate protection, Wilmington Savings Fund Society, FSB will be granted continuing liens in the Debtor's assets and properties to the extent such liens are valid and proper, and existed pre-petition. Said replacement liens and security interest shall secure an amount of Wilmington's claim equal to the aggregate diminution, if any, subsequent to the Petition Date, in the value of Wilmington's collateral, whether resulting from the use of cash collateral, the imposition of the automatic stay, or otherwise. Such replacement liens and security interests will have the same validity, enforceability, and priority vis a vis the Debtor, as debtor in possession, and vis a vis the liens and security interests of Wilmington as existed immediately prior to the Petition Date. The liens granted will be deemed valid and perfected notwithstanding the requirements of non-bankruptcy law with respect to perfection. The post-petition grant of liens shall be supplemental of, and in addition to, the lien and security interests that Wilmington possesses pursuant to its loan documents. The Debtor, commencing in the month of January, 2024, will make monthly adequate protection payments to Wilmington in the amount of $1,000, no later than the 15th day of the month, with application of such payments to principal, interest or otherwise subject to further Order of the Court. A hearing on the matter is set for February 1, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=jdqpQf from PacerMonitor.com. About Adon Properties Adon Properties, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-41035) on December 11, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Elizabeth D. Katz oversees the case. Robert Girvan, Esq., at Weiner Law Firm, P.C. represents the Debtor as bankruptcy counsel. ALL DAY: $200MM Bank Debt Trades at 56% Discount ------------------------------------------------ Participations in a syndicated loan under which All Day AcquisitionCo LLC is a borrower were trading in the secondary market around 43.5 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $200 million facility is a Term loan that is scheduled to mature on December 29, 2025. The amount is fully drawn and outstanding. All Day AcquisitionCo LLC does business as Reorganized 24 Hour Fitness Worldwide Inc., an operator of fitness centers in the US. ALLENTOWN NEIGHBORHOOD: Moody's Affirms 'Ba3 on 2017/2018 Bonds --------------------------------------------------------------- Moody's Investors Service has revised the outlook on the Allentown Neighborhood Improvement Zone Development Authority, PA (ANIZDA) to positive from stable, and affirmed the Baa3 ratings on the authority's Tax Revenue Refunding Bonds, Series 2021 and 2022 ("Arena Bonds") and Ba3 ratings on its Tax Revenue Bonds, Series 2017 and 2018 (City Center Project - "CCIC Bonds"). Moody's have assigned a Ba3 rating to the authority's proposed $80 million Tax Revenue Bonds, Series 2024 (City Center Project), which is a parity issuance to the outstanding CCIC Bonds. The authority has approximately $950 million of outstanding debt, which includes rated and unrated obligations. The revision of the outlook to positive from stable recognizes the ongoing growth in pledged revenues of the authority, which will moderate the risks associated with the authority's narrow and heavily concentrated tax base. RATINGS RATIONALE The Baa3 rating on the Arena Bonds incorporates good coverage of debt service by pledged revenues (3.2x in 2022), supported by the authority's demonstrated willingness to add new pledged revenues from new qualified businesses to bolster coverage. The tax base providing pledged revenues to support the Arena Bonds (a 128-acre zone in downtown Allentown called the Neighborhood Improvement Zone, or NIZ) remains narrow but is continuously expanding as the zone continues to develop. The Ba3 rating on the CCIC bonds recognizes the heavy leverage carried by a small and narrow base of taxpayers providing the tax revenues pledged to the bonds, with roughly $60 million of annual revenues as of 2022 supporting more than $600 million of debt following the current sale (including both the senior lien and the unrated subordinate lien). The tax base consists of a small number of businesses in downtown Allentown, and the pledged revenues are heavily concentrated in a small number of taxpayers. That concentration will ease as new development drives new revenues that are added to the pledge, but remains a significant risk. The Ba3 rating also captures adequate coverage of debt service by pledged revenues (2.7x in 2022 on the senior lien), solid legal protections supporting the bonds, and a very strong trend of new development and additions of pledged revenues. The distinction between the ratings is a product of the higher coverage on the Arena Bonds and the lower taxpayer concentration of its pledged revenue base. See "Legal security" for a description of the difference between the pledges supporting the Arena Bonds and the CCIC Bonds. RATING OUTLOOK The positive outlook on the Arena Bonds and the CCIC Bonds reflects the ongoing growth in and diversification of pledged revenues, which will help to dilute the taxpayer concentration that has been the most significant risk facing the NIZ since its creation. The success of the NIZ in attracting new businesses will contribute to further growth in pledged tax revenues, leading to a more diversified and less narrow tax base. Lastly, it is likely that the authority's largest debt issuances are behind it, as most of the NIZ is now developed and further opportunities for significant new investment are limited. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS - Sustained coverage above 2x for the CCIC bonds and 3x for the Arena Bonds - Further growth and diversification of pledged revenues, moderating taxpayer concentration risk - Reduced debt outstanding relative to average annual pledged revenues FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS - Deterioration in pledged revenues pulling coverage significantly below 2x for the CCIC bonds and 3x for the Arena Bonds - Stagnation in growth in and diversification of tax base - Further increases in senior or subordinate lien debt that increase debt outstanding relative to average annual pledged revenues LEGAL SECURITY ANIZDA has two types of rated bonds: the Arena Bonds rated Baa3 and the CCIC Bonds rated Ba3. Both are secured by a lien on the state and local taxes (besides property taxes) paid by businesses located in the NIZ. The Arena Bonds are secured by the state and local taxes paid by NIZ businesses that are not otherwise pledged. The CCIC Bonds are secured by the state and local taxes paid by NIZ businesses associated with City Center Investment Corp., which is the largest developer in the NIZ. USE OF PROCEEDS Proceeds of the Series 2024 CCIC Bonds will be used to fund the construction and renovation of retail and office property at 1 Center Square and the construction of a 2-story concert hall with a capacity of roughly 2,000. Proceeds will also be used to refinance some of CCIC's outstanding NIZ debt. PROFILE The Allentown Neighborhood Improvement Zone Development Authority was created in 2011 to facilitate redevelopment projects in a 128-noncontiguous-acre Neighborhood Improvement Zone in downtown Allentown, PA (A3 stable). Under state law, state and local tax revenues (besides property taxes) generated by businesses located in the NIZ can be pledged to bonds or loans. METHODOLOGY The principal methodology used in these ratings was US Public Finance Special Tax Methodology published in January 2021. ALTISOURCE PORTFOLIO: Registers 1.6M Shares For Potential Resale ---------------------------------------------------------------- Altisource Portfolio Solutions S.A. filed a Form S-3 Prospectus with the U.S. Securities and Exchange Commission relating to the resale by certain investors of up to 1,611,889 shares of its common stock, $1.00 par value per share. The shares of common stock consist of up to 1,611,889 shares issuable upon the exercise of outstanding warrants to purchase common stock. These warrants were issued by the Company to the Selling Stockholders on February 14, 2024, pursuant to a Warrant Purchase Agreement dated February 14, 2023, with the lenders. The lenders include Chairman and Chief Executive Officer William B. Shepro, Chief Financial Officer Michelle D. Esterman, and Directors Joseph L. Morettini, Roland Müller-Ineichen, Mary C. Hickok, and John G. Aldridge, Jr. Altisource initially issued Warrants to purchase 3,223,851 Warrant Shares to existing lenders under that certain Credit Agreement, dated April 3, 2018. The Warrant Shares were subsequently reduced to 2,578,743 Warrant Shares as a result of payments of $20 million made by the Company in February 2023 toward the determination of aggregate paydowns under the Credit Agreement. The Warrant Shares were further reduced to 1,611,889 Warrant Shares as a result of payments of $10 million made by Altisource in September 2023 toward the determination of aggregate paydowns under the Credit Agreement. The exercise price per share of common stock under the Warrants is $0.01. The Initial Exercise Date for the Warrants is February 14, 2024, and the Warrants expire on May 22, 2027. Altisource's registration of the Warrant Shares covered by the prospectus does not mean that the Selling Stockholders will offer or sell any of the Warrant Shares. The Selling Stockholders may sell the Warrant Shares covered by the prospectus in a number of different ways and at varying prices. For additional information on the possible methods of sale that the Selling Stockholders may use. Altisource will not receive any of the proceeds from the Warrant Shares sold by the Selling Stockholders. No underwriter or other person has been engaged to facilitate the sale of the Securities in this offering. The Selling Stockholders may be deemed to be an "underwriter" within the meaning of the Securities Act of 1933, as amended, of the Securities that they are offering pursuant to this prospectus. The Company will bear all costs, expenses and fees in connection with the registration of the Warrant Shares. The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sale of the Warrant Shares by the Selling Stockholders. Altisource's common stock is currently listed on the Nasdaq Global Select Market under the symbol "ASPS." On December 27, 2023, the last reported sale price of its common stock was $3.53 per share. The Company's stock price is subject to fluctuation. A full-text copy of the Prospectus is available at: https://www.sec.gov/Archives/edgar/data/1462418/000110465923130053/tm2333708-1_s3.htm About Altisource Headquartered in Luxembourg, Altisource Portfolio Solutions S.A. -- https://www.Altisource.com/ -- is an integrated service provider and marketplace for the real estate and mortgage industries. Combining operational excellence with a suite of innovative services and technologies, Altisource helps solve the demands of the ever-changing markets it serves. As reported by the TCR on Feb. 28, 2023, S&P Global Ratings raised its issuer credit rating on Altisource Portfolio Solutions S.A. to 'CCC+' from 'SD'. The outlook is stable. S&P said, "The stable outlook on Altisource reflects our view that over the next 12 months, while the company will continue to generate negative cash flow from operations due to low residential mortgage delinquencies and foreclosures, it could also benefit from deteriorating macroeconomic conditions. The stable outlook also incorporates our expectation that Altisource will have adequate liquidity to maintain operations and service its debt over the next 12 months." ALYNEVYCH INC: Case Summary & 18 Unsecured Creditors ---------------------------------------------------- Debtor: Alynevych, Inc. 840 Dillon Drive Wood Dale, IL 60191 Business Description: Alynevych is trucking company providing transportation services to all 48 states. The Company's modern fleet offers temperature controlled solutions, hazardous freight transportation, and time-sensitive transfers. Chapter 11 Petition Date: January 8, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-00218 Judge: Hon. Deborah L. Thorne Debtor's Counsel: David Freydin, Esq. LAW OFFICES OF DAVID FREYDIN 8707 Skokie Blvd Suite 305 Skokie, IL 60077 Tel: 888-536-6607 Fax: 866-575-3765 Email: david.freydin@freydinlaw.com Total Assets: $1,933,262 Total Liabilities: $5,337,598 The petition was signed by Ulyana Lynevych as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SB7TW3I/Alynevych_Inc__ilnbke-24-00218__0001.0.pdf?mcid=tGE4TAMA AMICAS PIZZA: Seeks to Hire Vellone Wolf Helfrich as Legal Counsel ------------------------------------------------------------------ Amicas Pizza, Microbrew & More, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Allen Vellone Wolf Helfrich & Factor P.C. as bankruptcy counsel. The Debtor requires legal counsel to: (a) give advice and represent the Debtor in connection with the general administration of the estate; (b) confirm any proposed plan of reorganization, all other contested and adversary matters that arise in this Chapter 11 case; (c) investigate and litigate any avoidance or other action the estate may have; and (d) perform other legal services for the Debtor related to or arising out of contested matters in this bankruptcy case. The hourly rates of the firm's counsel and staff are as follows: Jeffrey A. Weinman $625 Bailey C. Pompea $395 Paralegals $120 to 225 The firm has received a $25,000 retainer pre-petition from the Debtor. Bailey Pompea, Esq., an attorney at Allen Vellone Wolf Helfrich & Factor, 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: Jeffrey A. Weinman, Esq. Bailey C. Pompea, Esq. ALLEN VELLONE WOLF HELFRICH & FACTOR P.C. 1600 Stout Street, Suite 1900 Denver, CO 80202 Telephone: (303) 534-4499 Email: JWeinman@allen-vellone.com BPompea@allen-vellone.com About Amicas Pizza Microbrews & More, Inc. Amicas Pizza Microbrews & More, Inc. owns and operates a pizza restaurant offering wood-fired pies & craft beer in bright, laid-back digs. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-16046) on December 29, 2023. In the petition signed by Christopher Bowers, president of Board of Directors, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Thomas B Mcnamara oversees the case. Jeffrey A. Weinman, Esq., at ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C., represents the Debtor as legal counsel. AMP ELECTRICAL: Seeks to Tap AR Law Partners as Bankruptcy Counsel ------------------------------------------------------------------ AMP Electrical & Maint Services, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Arkansas to employ AR Law Partners, PLLC as its attorneys. The firm will render these services: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession of its organization and management of the property; and b. prepare on behalf of Debtor, as Debtor in Possession, a Petition, Schedules, Statement of Financial Affairs, any necessary deficient schedules and other documents, applications, answers, orders, reports, complaints, motions, etc. file such required documents, and to appear before this Court and any other court in reference thereto; and c. perform all other legal services for Debtor in Possession that may be necessary to effectuate a reorganization of Debtor’s financial affairs. The hourly rates of the firm's counsel and staff are below: Vanessa Cash Adams $310 Support Staff $85 The firm also requires a retainer of $6,300. Vanessa Cash Adams, Esq., an attorney at AR Law Partners, 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: Vanessa Cash Adams, Esq. AR LAW PARTNERS, PLLC Plaza West Building 415 N. McKinley Street, Suite 830 Little Rock, AR 72205 Telephone: (501) 710-6500 Facsimile: (501) 710-6336 Email: vanessa@arlawpartners.com About AMP Electrical AMP Electrical & Maint Services, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ark. Case No. 23-71908) on December 27, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Bianca M. Rucker oversees the case. Vanessa Cash Adams, Esq., at Ar Law Partners, PLLC represents the Debtor as bankruptcy counsel. AMT TOPCO: S&P Downgrades ICR to 'D' on Missed Interest Payments ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on AMT TopCo LLC to 'D' (default) from 'CCC'. At the same time, S&P lowered its issue-level rating on the company's first-lien debt to 'D' from 'CCC'. The 'D' rating reflects AMT's failure to make about $9 million in interest payments on Dec. 29, 2023. The company has a five-business-day grace period to make the payments, but S&P does not expect it will satisfy its payment obligations over this timeframe because it has also missed its required commitment and agency fee payments and is likely to have violated the springing first-lien net leverage covenant on its revolver. ARRIVAL: Receives Another Non-Compliance Notice From Nasdaq ----------------------------------------------------------- Arrival announced that it received an additional staff determination notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC notifying the Company that (i) due to its delay in filing its interim financial statements on form 6-K for the period ended June 30, 2023 within six months of the end of the second quarter, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(2), and (ii) due to its failure to hold an annual meeting of shareholders within twelve months of the Company's fiscal year ended Dec. 31, 2022, the Company was not in compliance with Nasdaq Listing Rule 5620(a). The Company previously reported that it received a staff determination notice on Oct. 31, 2023 indicating that, as a result of the Company's failure to file its 2022 Annual Report with the SEC, the Company was no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which, absent an appeal, would have resulted in the suspension of trading and the removal of the Company's securities from Nasdaq. The Company timely appealed the October Determination, and is currently scheduled for a hearing with Nasdaq's Hearings Panel on Feb. 8, 2024. The Additional Determination states that the above non-compliance events serve as additional bases for delisting the Company's securities from Nasdaq, and will be taken into consideration by Nasdaq's Hearings Panel in rendering its determination regarding the Company's continued listing. The Additional Determination does not result in the immediate suspension of trading or delisting of the Company's securities. About Arrival Arrival's mission is to master a radically more efficient New Method to design, produce, sell and service purpose-built electric vehicles, to support a world where cities are free from fossil fuel vehicles. Arrival's in-house technologies enable a unique approach to producing vehicles using rapidly-scalable, local Microfactories. Arrival (Nasdaq: ARVL) is a joint stock company governed by Luxembourg law. Arrival reported a loss of EUR1.10 billion in 2021, a loss of EUR83.22 million in 2020, and a loss of EUR48.10 million in 2019. Arrival filed with the Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 20-F for the fiscal year ended Dec. 31, 2022. The Company will not, without unreasonable effort and expense, be able to file its Form 20-F within the prescribed time period as the Company requires additional time to compile the necessary disclosure and financial information to complete the Form 20-F filing, including management's assessment of the Company's internal control over financial reporting as of Dec. 31, 2022. Such delay results in part from the diversion of the attention of management and other personnel responsible for the preparation of the Form 20-F to fundraising and business combination transactions. As a result of the Company's delay, KPMG LLP, the Company's independent registered public accounting firm, will also need additional time to complete its audit procedures. ASHFORD HOSPITALITY: Swaps 2.1M Shares for 320K Preferred Stock --------------------------------------------------------------- Ashford Hospitality Trust, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that from December 11 to 26, 2023, the Company entered into privately negotiated exchange agreements with certain holders of its Preferred Stock in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended. The Preferred Stock includes: * 8.45% Series D Cumulative Preferred Stock, par value $0.01 per share; * 7.375% Series F Cumulative Preferred Stock, par value $0.01 per share; * 7.50% Series H Cumulative Preferred Stock, par value $0.01 per share; and * 7.50% Series I Cumulative Preferred Stock, par value $0.01 per share During this period, the Company agreed to exchange a total of 2,109,561 shares of its common stock, par value $0.01 per share, for an aggregate of 320,290 shares of Preferred Stock. The Company did not receive any cash proceeds as a result of the exchange of the Preferred Stock for the Common Stock, and the shares of Preferred Stock exchanged have been retired and canceled. The issuance of the shares of the Common Stock was made by the Company pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such act on the basis that these offers constituted an exchange with existing holders of the Company's securities, and no commission or other remuneration was paid to any party for soliciting such exchange. About Ashford Hospitality Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc. operates as a self-advised real estate investment trust focusing on the lodging industry. As of September 30, 2023, the Trust had $3.7 billion in total assets against $3.9 billion in total liabilities. Egan-Jones Ratings Company, on May 5, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Ashford Hospitality Trust, Inc. ATTASHIAN ENTERPRISES: Court OKs Cash Access on Final Basis ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Attashian Enterprises, LLC to use the cash collateral of the U.S. Small Business Association and Idea 247, Inc., on a final basis, in accordance with the budget. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to maintain and operate its business. The Debtor owes SBA approximately $514,000 and owes Idea approximately $138,000. The SBA lien is in first priority position and the Idea lien is in second priority. At the time the case was filed, the Debtor's personal property was valued at $109,190, which includes cash and cash equivalents of $22,222, Equipment valued at $70,468, inventory valued at $10,000 and other miscellaneous assets valued at $6,500. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=JsAY6g from PacerMonitor.com. The Debtor projects $170,000 in total income and $60,773 in total expenses for January 2024. About Attashian Enterprises, LLC Attashian Enterprises, LLC operates a transmission and auto repair business in Reno, Nevada. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 23-50818) on November 1, 2023. In the petition signed by Pezant Peter Attashian, managing member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Hilary L. Barnes oversees the case. Kevin A. Darby, Esq., at Darby Law Practice, represents the Debtor as legal counsel. AUDACY INC: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Lead Debtor: Audacy, Inc. 2400 Market Street 4th Floor Philadelphia, Pennsylvania 19103 Business Description: Audacy is a multi-platform audio content and entertainment company with the country's best collection of local music, news and sports brands, a premium podcast creator, major event producer and digital innovator. Chapter 11 Petition Date: January 7, 2024 Court: United States Bankruptcy Court Southern District of Texas Forty-eight affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Audacy, Inc. (Lead Case) 24-90004 Audacy Texas, LLC 24-90003 Amperwave, LLC 24-90005 Audacy Arizona, LLC 24-90007 Audacy Atlas, LLC 24-90008 Audacy California, LLC 24-90010 Audacy Capital Corp. 24-90018 Audacy Corp. 24-90024 Audacy Colorado, LLC 24-90019 Audacy Connecticut, LLC 24-90022 Audacy Florida, LLC 24-90026 Audacy Georgia, LLC 24-90028 Audacy Illinois, LLC 24-90030 Audacy International, LLC 24-90033 Audacy Kansas, LLC 24-90034 Audacy License, LLC 24-90009 Audacy Louisiana, LLC 24-90013 Audacy Maryland, LLC 24-90017 Audacy Massachusetts, LLC 24-90020 Audacy Miami, LLC 24-90023 Audacy Michigan, LLC 24-90027 Audacy Minnesota, LLC 24-90032 Audacy Missouri, LLC 24-90036 Audacy Networks, LLC 24-90040 Audacy Nevada, LLC 24-90043 Audacy New York, LLC 24-90012 Audacy North Carolina, LLC 24-90031 Audacy Ohio, LLC 24-90037 Audacy Operations, Inc. 24-90006 Audacy Oregon, LLC 24-90047 Audacy Pennsylvania, LLC 24-90048 Audacy Properties, LLC 24-90049 Audacy Radio Tower, LLC 24-90050 Audacy Rhode Island, LLC 24-90042 Audacy Services, LLC 24-90044 Audacy South Carolina, LLC 24-90046 Audacy Sports Radio, LLC 24-90011 Audacy Tennessee, LLC 24-90015 Audacy Virginia, LLC 24-90021 Audacy Washington DC, LLC 24-90025 Audacy Washington, LLC 24-90029 Audacy Wisconsin, LLC 24-90035 Cadence 13, LLC 24-90039 Eventful, LLC 24-90045 Infinity Broadcasting, LLC 24-90038 Podcorn Media, LLC 24-90016 Pineapple Street Media, LLC 24-90041 QL Gaming Group, LLC 24-90014 Judge: Hon. Christopher M. Lopez Debtors' Bankruptcy Co-Counsel: George A. Davis, Esq. LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, New York 10020 Tel: 212-906-1200 Email: george.davis@lw.com – and – Caroline Reckler, Esq. Joseph C. Celentino, Esq. LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611 Tel: 312-876-7700 Email: caroline.reckler@lw.com joe.celentino@lw.com – and – Jeffrey T. Mispagel, Esq. Deniz A. Irgi, Esq. LATHAM & WATKINS LLP 355 South Grand Avenue, Suite 100 Los Angeles, CA 90071 Tel: 213-485-1234 Email: jeffrey.mispagel@lw.com deniz.irgi@lw.com Debtors' Bankruptcy Co-Counsel: John F. Higgins, Esq. M. Shane Johnson, Esq. Megan Young-John, Esq. PORTER HEDGES LLP 1000 Main St., 36th Floor Houston, Texas 77002 Tel: 713-226-6000 Email: jhiggins@porterhedges.com sjohnson@porterhedges.com myoung-john@porterhedges.com Debtors' Investment Banker: PJT PARTNERS LP Debtors' Financial Advisor: FTI CONSULTING, INC. Debtors' Solicitation & Subscription Agent: EPIQ CORPORATE RESTRUCTURING Total Assets as of Sept. 30, 2023: $2,788,943,000 Total Debts as of Sept. 30, 2023: $2,662,320,000 The petitions were signed by Richard J. Schmaeling, as executive vice president & chief financial officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JEKHGRQ/Audacy_Texas_LLC__txsbke-24-90003__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Wilmington Savings Fund Credit Facility Undetermined Society, FSB ATTN: Raye Goldsborough 500 Delaware Ave 11th Floor Wilmington, DE 19801 Raye Goldsborough Email: rgoldsborough@wsfsbank.com Phone: (302) 888-7580 2. Deutsche Bank Trust 2029 Notes Undetermined Company Americas ATTN: Joseph Denno 1 Columbus Circle New York, NY 10019 Email: joseph.denno@db.com Phone: (212) 250-2882 3. Deutsche Bank Trust 2027 Notes Undetermined Company Americas ATTN: Joseph Denno 1 Columbus Circle New York, NY 10019 Email: joseph.denno@db.com Phone: (212) 250-2882 4. Katz Media Group Trade $9,844,410 ATTN: Brian Yuen 125 West 55th St, 8th Fl New York, NY 10019 Email: Brian.Yuen@katzmediagroup.com Phone: (212) 424-6000 5. Broadcast Music Inc Trade $3,558,403 10 Music Square East Nashville, TN 37203 Email: jpolly@bmi.com Phone: (615) 401-2418 6. CBS Interactive Trade $2,283,961 680 Folsom Street San Francisco, CA 94107 Email: remittance@cbsinteractive.com 7. Cox Reps Inc Trade $2,272,430 1 Dag Hammarskjold Plaza 24th Floor New York, NY 10017 Email: mediabilling@gamut.media 8. SoundExchange, Inc. Trade $1,800,000 733 10Th Street NW Washington, DC 20001 Email: mhuppe@soundexchange.com 9. Adswizz, Inc. Trade $1,457,404 487 A South El Camino Real San Matro, CA 94402 Email: accounting@adswizz.com 10. Revive Media Inc Trade $1,420,987 8512 Tuscany Ave Suite 320 Playa Del Rey, CA 90293 Email: adam@revivemedia.us Phone: (402) 517-0010 11. Amazon Web Services, Inc. Trade $1,154,134 ATTN: Will Hanft 410 Terry Avenue North Seattle, WA 98109-5210 Email: contracts-legal@amazon.com 12. Trans Union LLC Trade $1,063,725 555 West Adams Street Chicago, IL 60661 Email: dig_billing@transunion.com Phone: (312) 802-0732 13. Skyline Commercial Interiors Inc Trade $1,022,574 505 Sansome Street 7th Floor San Francisco, CA 94111 Email: maruz@skylineconstruction.build Phone: (415) 908-250 14. Paedae Inc Trade $980,716 ATTN: Kenton Holliday 8605 Santa Monica Blvd 62545 West Hollywood, CA 90069-4109 Email: kenton.holliday@gimbal.com Phone: (800) 882-5216 15. Spotify USA Inc Trade $959,644 150 Greenwich Street FL62 New York, NY 10007 Email: ar@spotify.com Phone: (646) 823-4758 16. Fox Corporation Trade $791,481 ATTN: Jeremy Moreland 5151 Wisconsin Avenue NW Washington, D.C. 20016 Email: jeremy.moreland@foxtv.com Phone: (202) 895-3062 17. IHeartMedia Entertainment Inc Trade $661,419 20880 Stone Oak Pkwy San Antonio, TX 78258 Email: atrinamiddleton@iheartmedia.com Phone: (210) 253-4339 18. Ando Media LLC Trade $653,421 1440 Sainte-Catherine W.,Suite 120 Montreal, QC, Canada H3G 1R8 Email: ar@tritondigital.com Phone: (186) 644-84037 19. Stephanie Soo Yoon Trade $652,173 4555 Mystic Dr Sandy Springs, GA 30342 Email: orassistant@unitedtalent.com Phone: (310) 273-6700 20. New Orleans Saints Trade $614,344 ATTN: Accounts Receivable 5800 Airline Dr Metairie, LA 70003 Email: greg.bensel@saints.nfl.com Phone: (504) 731-1794 21. Wide Orbit Trade $609,750 1160 Battery Street Suite 300 San Francisco, CA 94111 Email: evillagran@wideorbit.com Phone: (415) 214-2516 22. Meta Platforms Inc Trade $524,700 1601 Willow Road Menlo Park, CA 94025 Email: payment@fb.com 23. SEO Towncenter Inc Trade $513,561 2600 Ashton Blvd Suite 300 Lehi, UT 84043 Email: bonnett@boostability.com Phone: (385) 287-0789 24. Claritas Holdings Inc. Trade $484,422 8044 Montgomery Rd, Ste. 455 Cincinnati, OH 45236 Email: billing@claritas.com Phone: (844) 613-3164 25. Sesac Rights Management Inc Trade $462,910 35 Music Square east Nashville, TN 37203 Email: scarpenter@sesac.com Phone: (615) 932-7906 26. Fiscowl LLC Trade $448,746 125 E Merritt Island Caswy #107-125 Merritt Island, FL 32952 Email: rebecca@analyticowl.com Phone: (201) 486-0186 27. ZoomInfo Midco LLC Trade $405,447 805 Broadway St Ste 900 Vancouver, WA 98660 Email: christina.ditraglia@zoominfo.com Phone: (866) 904-96662 28. Spectrio LLC Trade $383,410 4033 Tampa Rd Ste 103 Oldsmar, FL 34677 Email: remittance@spectrio.com Phone: (800) 584-4653 29. Neustar Information Trade $377,903 Services, Inc. 21575 Ridgetop Circle Sterling, VA 20166 Email: support- infoservices@team.neustar.com Phone: (844) 677-2878 30. Radio Music License Committee Trade $370,910 P.O. Box 209002 Dallas, TX 75320 Email: bill@radiomlc.org Phone: (615) 844-6260 AURORA GRACE: Seeks Cash Collateral Access ------------------------------------------ Aurora Grace Chocolates, LLC asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania for authority to use cash collateral and provide adequate protection. The Debtor's former accountant made substantial and potentially criminal errors in preparing financial reports and filing corporate tax returns that caused the Debtor's significant financial problems that caused the filing of the Chapter 11. The Debtor will be filing an adversary proceeding against its former accountant. As a result of the former accountant's actions, the filing of the Chapter 11 was significantly delayed. Due to the significant delay in filing the Chapter 11, a judgment creditor was able to levy against the Debtor's business bank account on December 21, 2023 thus forcing the filing of the instant case. As a result of the Judgment Creditor Levy, the Debtor had no access to its business account since the date of the filing of the petition until January 3, 2024 when the Judgment Creditor Levy was finally released. The Debtor requires the use of cash collateral to operate on a daily basis for operating expenses and payroll. On February 24, 2021 and on other times thereafter, the Debtor entered into a loan with the Small Business Association. The SBA loaned the Debtor approximately $500,000. The SBA filed a UCC-1 with the Pennsylvania Department of State on March 14, 2021. The SBA has a valid security interest in all of the Debtor's tangible and intangible assets. The Debtor proposes that the SBA will be adequately protected by its first position lien on post-bankruptcy receivables, to the extent that Debtor does not avoid or cram down such lien. There has been no diminution in value of the SBA's interest resulting from the debtor's use of the property during this Chapter 11 case due to the Judgment Creditor Levy. A copy of the motion is available at https://urlcurt.com/u?l=CIim13 from PacerMonitor.com. About Aurora Grace Aurora Grace LLC is a limited liability company in Pennsylvania. Aurora Grace LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Penn. Case No. 23-13863) on December 22, 2023. In the petition filed by Aurora Wold, as sole member, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $500,000 and $1 million. The Debtor is represented by Maggie S. Soboleski, Esq. at Center City Law Offices LLC. AVEANNA HEALTHCARE: $415MM Bank Debt Trades at 25% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Aveanna Healthcare LLC is a borrower were trading in the secondary market around 74.8 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $415 million facility is a Term loan that is scheduled to mature on December 10, 2029. The amount is fully drawn and outstanding. Aveanna Healthcare LLC provides health care services. The Company offers pediatric skilled nursing, therapy, autism, enteral nutrition, and adult services. BACKFORTY VENTURES: Wins Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Oregon authorized Backforty Ventures, LLC to use cash collateral on a final basis, in accordance with the budget. The Debtor will provide Savibank adequate protection as follows for the final use of cash collateral: a. The Debtor grants Savibank a replacement lien in the post-petition cash collateral; b. The Debtor will continue to maintain business errors and omissions operating insurance in in the amounts currently in place to protect the assets; and c. The Debtor will make monthly adequate protection payments in the amount of $2,000 directly to Savibank starting on January 15, 2024; 4. The Debtor will not be required to file any additional reports regarding the use of cash collateral funds besides those required pursuant to FRBP 2015. In the event Debtor requires the use of cash collateral in excess of the amounts allowed in the Debtor's Budget, in the event of an emergency, it is authorized to use those funds, up to $5,000, to solve any immediate, ongoing hazards or concerns without consent from Savibank. If an emergency condition arises that will create the need to use more than $5,000 of cash collateral, counsel for the Debtor will immediately contact counsel for Savibank to request authorization to use additional amounts. A copy of the order is available at https://urlcurt.com/u?l=Dw7rQq from PacerMonitor.com. About Backforty Ventures, LLC The Debtor is a beverage manufacturer and co-packer specializing in beer, spirits, and and non-alcoholic sodas. Backforty Ventures, LLC in Clackamas, OR, filed its voluntary petition for Chapter 11 protection (Bankr. Or. Case No. 23-32 765) on November 29, 2023, listing $430,424 in assets and $2,526,995 in liabilities. Brice Barrett as member, signed the petition. Judge David W. Hercher oversees the case. MICHAEL D. O'BRIEN & ASSOCIATES, P.C. serve as the Debtor's legal counsel. BAKERS RESIDENTIAL: Seeks Cash Collateral Access ------------------------------------------------ Bakers Residential Experts Heating, Cooling, Plumbing and Electrical, LLC asks the U.S. Bankruptcy Court for the District of South Carolina for authority to use cash collateral and provide adequate protection. The Debtor owns certain personal property, valued at approximately $700, with which it conducts its business operations. The Debtor uses this Personal Property to generate cash income and create accounts receivable which it uses to fund its operations. At the time of the filing of this bankruptcy case the Debtor had approximately $14,000 in collectible accounts receivable and $21,000 in cash. Breakout Capital LLC has a first priority lien position as to the Personal Property and the accounts receivable and cash assets based upon a Note and Security Agreement dated September 9, 2022, with an applicable UCC-1 filed on September 12, 2022. The Debtor believes that Breakout is owed approximately $205,000. It appears that Breakout is undersecured. Fresh Funding Solutions, Inc. has a second priority lien position as to the Receivables based upon an Agreement executed on January 12, 2022, with an applicable UCC-1 filed on February 17, 2023. Fresh is owned approximately $52,877. As part of that budget, the Debtor has not proposed making payments to either Breakout or Fresh, as they are undersecured and wholly unsecured respectively as the amount of the Personal Property, accounts receivable and cash will not substantially deviate from the date of the filing. A copy of the motion is available at https://urlcurt.com/u?l=fvkyvE from PacerMonitor.com. About Bakers Residential Experts Bakers Residential Experts Heating, Cooling, Plumbing, and Electrical, LLC is an HVAC contractor in South Carolina. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. S.C. Case No. 24-00052) on January 5, 2024. In the petition signed by Franklin Felton, Sr., owner, the Debtor disclosed $141,700 in assets and $1,085,718 in total liabilities. Judge Elisabetta Gm Gasparini oversees the case. Kevin Campbell, Esq., at Campbell Law Firm, PA, represents the Debtor as legal counsel. BIJOU HILL: Has Deal on Cash Collateral Access ---------------------------------------------- Bijou Hill Dairy, Inc. asks the U.S. Bankruptcy Court for the District of Colorado for authority to continue using cash collateral in accordance with its agreement with Farmers Bank. The parties agreed to a 30-day extension of the Debtor's temporary authority to use cash collateral pursuant pursuant to the conditions and terms of the November 17, 2023 Agreed Order and the Budget. In light of this agreed extension, the parties have also agreed that the January 17, 2024 should be continued to a date closer to the extended expiration date, which, per the Agreed Extension Order, falls on February 22, 2024. The Debtor also requests the court to continue the January 17, 2024 hearing to a date closer to February 22, 2024. A copy of the motion is available at https://urlcurt.com/u?l=avlufn from PacerMonitor.com. About Bijou Hill Dairy Bijou Hill Dairy, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 23-13238) on July 21, 2023, with $3,650,705 in total assets and $4,486,904 in total liabilities. Larry Pearson, president, signed the petition. Judge Michael E. Romero oversees the case. Allen Vellone Wolf Helfrich & Factor PC serves as the Debtor's legal counsel. BOBBITT ELECTRICAL: Wins Cash Collateral Access Thru Feb 9 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, authorized Bobbitt Electrical Service, LLC to use cash collateral on an interim basis, in accordance with the budget, through February 9, 2024. The Debtor requires the use of cash collateral for the continued payment of operating expenses, taxes, and other expenses incurred in the ordinary course of its business operations. The Debtor has performed a preliminary investigation and analysis of UCC filings, and based upon that investigation believes that the following parties may assert a lien on the Debtor's cash collateral: i. Prosperum Capital Partners, LLC dba Arsenal Funding; and ii. Small Business Financial Solutions, LLC dba Rapid Finance. As adequate protection, all secured parties will be granted a replacement lien in cash collateral and in the post-petition property of the Debtor of the same nature and to the same extent and in the same priority held in cash collateral on the Petition Date. As further adequate protection, any Secured Creditor who suffers a diminution in its respective secured position and whose claim is not subject to a bona fide dispute will have a superpriority administrative claim under 11 U.S.C. Section 507(b) to the extent of any decrease in value of its respective perfected interest in cash collateral. A final hearing on the matter is set for February 5, 2024 at 10:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=bHt7iG from PacerMonitor.com. About Bobbitt Electrical Service, LLC Bobbitt Electrical Service, LLC owns and operates as an electrical contractor providing services to commercial customers. Bobbitt was incorporated in 2019. Bobbitt operates out of the owner's home in Indianapolis, Indiana. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-05620-JMC-11) on December 19, 2023. In the petition signed by Bernard Bobbitt, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge James M. Carr oversees the case. John Allman, Esq., at Hester Baker Krebs LLC, represents the Debtor as legal counsel. BON SHEN LING: Hires WinZone Realty Inc. as Real Estate Broker -------------------------------------------------------------- Bon Shen Ling, the Tibetan Bon Education Fund seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ WinZone Realty Inc. as its broker. WinZone will render the following services: (i) assist with consummating the sale of the Woodside Property in accordance with the Sale Agreement, subject to Court approval of such sale, including without limitation by assisting with a "walk through" of the Woodside Property prior to Closing; and (ii) develop and implement a marketing plan for the Woodside Property; and solicit offers for a sale of the Woodside Property and communicating with potential buyers, if the Debtor requests, including in the event the Sale Agreement is terminated for any reason prior to closing. As disclosed in the court filing, WinZone is or will be a "disinterested person," as that phrase is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Kunga Thinley WinZone Realty Inc. 8115 Queens Blvd Ste 2A Elmhurst, NY 11373 Phone: (718) 899-7000 About Bon Shen Ling the Tibetan Bon Education Fund Bon Shen Ling, the Tibetan Bon Education Fund is a nonprofit charity organization in Woodside, N.Y., dedicated to preserving and sharing Tibetan Bon cultural, spiritual, and healing wisdom and supporting the education of Tibetan refugee children. Bon Shen Ling filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-43985) on Oct. 31, 2023, with $1,211,828 in total assets and $674,300 in total liabilities. Beth Siegert, treasurer, signed the petition. Judge Nancy Hershey Lord oversees the case. Robert A. Rich, Esq., at Hunton Andrews Kurth, LLP serves as the Debtor's legal counsel. BORINQUEN NATURAL: March 6 Plan & Disclosure Hearing Set -------------------------------------------------------- On Dec. 27, 2023, Borinquen Natural, LLC, filed with the U.S. Bankruptcy Court for the District of Puerto Rico an Amended Disclosure Statement and Amended Plan. On Jan. 2, 2024, Judge Mildred Caban Flores conditionally approved Amended Disclosure Statement and ordered that: * March 6, 2024, at 9:00 AM, at the U.S. Bankruptcy Court, Jose V. Toledo U.S. Post Office and Courthouse Building, 300 Recinto Sur Street, Courtroom 1, Second Floor, San Juan, Puerto Rico is the hearing for the consideration of the final approval of the Amended Disclosure Statement and the confirmation of the Amended Plan. * Acceptances or rejections of the Amended Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. * Any objection to the final approval of the Amended Disclosure Statement and/or the confirmation of the Amended Plan shall be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. A copy of the order dated January 2, 2024 is available at https://urlcurt.com/u?l=ji0XJl from PacerMonitor.com at no charge. Attorneys for Debtor: Myrna L. Ruiz-Olmo, Esq. MRO ATTORNEYS AT LAW, LLC PO Box 367819 San Juan, PR 00936-7819 Tel: (787) 404-2204 E-mail: mro@prbankruptcy.com Web: www.prbankruptcy.com About Borinquen Natural Borinquen Natural, LLC, is a corporation organized under the laws of the Commonwealth of Puerto Rico. It is a limited liability company engaged in the distribution and sale of a variety of health food products. Borinquen Natural owns no real estate properties. Borinquen Natural filed a voluntary petition for Chapter 11 protection (Bankr. D.P.R. Case No. 21-01058) on March 31, 2021, listing under $1 million in both assets and liabilities. Judge Mildred Caban Flores oversees the case. The Debtor tapped Myrna L. Ruiz-Olmo, Esq., at MRO Attorneys at Law, LLC, as bankruptcy counsel and Trebilcock & Rovira, LLC, as special litigation counsel. Albert Tamarez-Vasquez, CPA, at Tamarez CPA, LLC, is the Debtor's accountant. BORREGO COMMUNITY: U.S. Trustee Opposes Combined Disclosure & Plan ------------------------------------------------------------------ Tiffany L. Carroll, the Acting U.S. Trustee, objects to confirmation of the First Amended Joint Combined Disclosure Statement and Chapter 11 Plan of Liquidation filed by Borrego Community Health Foundation and the Official Committee of Unsecured Creditors. The Acting U.S. Trustee claims that the Plan and the Liquidating Trust Agreement ("Agreement") filed as Exhibit G to the Plan Supplement do not contain any explicit default provisions. Lacking explicit default provision leaves ambiguity on when creditors may be paid, and years may pass before creditors could potentially move to dismiss or convert the case for the Plan's failure. The Acting U.S. Trustee asserts that the Plan includes Third Party Release under Section 17.2(b) of the Bankruptcy Code. This Third Party Release is impermissible for two reasons. First, it violates Section 524(e) of the Bankruptcy Code by not limiting the scope or time. Second, it binds creditors who did not affirmatively consent to the release. The Acting U.S. Trustee further asserts that the Plan appears to describe the Third Party Release as being "consensual." This description may be accurate for creditors who submit a valid ballot and affirmatively consent to the release. However, the Plan's clause on Third Party Releases provides that releases are granted by creditors who did not vote (i.e., did not submit a ballot) or did not return a Release Opt-Out Election Form. The Acting U.S. Trustee cites that the Plan and Agreement are inconsistent in defining that the Liquidating Trustee and Co Liquidating Trustee owe fiduciaries duties. The Plan and Agreement should clearly set forth that beyond contractual obligations, the extant Ninth Circuit case law requires the Liquidating Trustee and Co-Liquidating Trustee be deemed to owe fiduciary duties. A full-text copy of the Acting U.S. Trustee's objection dated January 2, 2024 is available at https://urlcurt.com/u?l=CFYq1Z from PacerMonitor.com at no charge. About Borrego Community Health Foundation Borrego Community Health Foundation offers, among other services, comprehensive primary care, pediatric care, urgent care, behavioral health services, dental services, specialty care, transgender health, women's health, prenatal care, veteran's health, and chiropractic services. Borrego Community is a non-profit public charity, tax-exempt under section 501(c)(3) of the Internal Revenue Code. The Foundation, as of Sept. 12, 2022, had 24 brick and mortar sites including administrative sites, two pharmacies and six mobile units covering a service area consisting of a 250-mile corridor on the eastern side of San Diego and Riverside Counties, Calif. Borrego Community Health Foundation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 22-02384) on Sept. 12, 2022, with between $50 million and $100 million in both assets and liabilities. Isaac Lee, chief restructuring officer, signed the petition. Judge Laura S. Taylor oversees the case. The Debtor tapped Tania M. Moyron, Esq., at Dentons US, LLP as bankruptcy counsel and Hooper Lundy & Bookman, P.C., as special counsel. Kurtzman Carson Consultants, LLC, is the Debtor's claims and noticing agent. Jacob Nathan Rubin, the patient care ombudsman appointed in the Debtor's case, tapped Levene Neale Bender Yoo & Golubchik, LLP, as bankruptcy counsel and Dr. Tim Stacy DNP, ACNP-BC as consultant. On Sept. 26, 2022, the U.S. Trustee appointed an official unsecured creditors' committee in this Chapter 11 case. Pachulski Stang Ziehl & Jones, LLP serves as the committee's counsel. BRITELAB INC: Gina Klump Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Region 17 appointed Gina Klump, Esq., at the Law Office of Gina R. Klump, as Subchapter V trustee for BriteLab, Inc. Ms. Klump will be paid an hourly fee of $500 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Klump declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Gina Klump, Esq. Law Office of Gina R. Klump 11 5th Street, Suite 102 Petaluma, CA 94952 Phone: (707) 778-0111 Email: gklump@klumplaw.net About BriteLab Inc. BriteLab, Inc. offers OEM material handling robots and systems for semiconductor fabrication as well as contract services for engineering and manufacturing assembly. Their 70,000-square-foot warehouse supports the vast robotics, production automation, E mobility and electro-mechanical hardware from concept creation to box ready for shipment. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-51520) on December 29, 2023, with $1 million to $10 million in both assets and liabilities. Ali Bushehri, chief executive officer, signed the petition. Judge Stephen L. Johnson oversees the case. Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Golubchik, L.L.P. represents the Debtor as legal counsel. CANDESTO ENTERPRISES: To Restructure Under CCAA Proceedings ----------------------------------------------------------- Candesto Enterprises Corp., D3 Infrastructure Services Inc., and Safe Roads Alberta Ltd. ("Companies”) were granted an initial order ("Initial Order") by the Court of King's Bench of Alberta ("Court"), under the Companies' Creditors Arrangement Act, as amended ("CCAA"). The Court granted the Companies an order under the CCAA. The Initial Order and the Amended and Restated Initial Order were granted by the Honourable Justice Johnston. Alvarez & Marsal Canada Inc. ("A&M") was appointed pursuant to the CCAA as monitor ("Monitor") of the business and financial affairs of the Companies. This Honourable Court previously granted an initial Interim Lending Facility of $450,000 and a corresponding and matching Interim Lender’s Charge. In order to provide the liquidity needed to fund the operations of the Companies during the Forecast Period, the Companies are seeking an increase to the Authorized Borrowings under the Interim Lending Facility from $450,000 to $1,400,000 along with an increase to the Interim’s Lender's Charge to secure advances made under the Interim Lending Facility to $1,400,000. Further information regarding the cause of the Companies' insolvency and these CCAA Proceedings are available on the Monitor's Website at: https://www.alvarezandmarsal.com/candesto Monitor can be reached at: Alvarez & Marsal Canada Inc. Attn: Bryan Krol Orest Konowalchuk Suite 1110, 250 6th Avenue SW Calgary, Alberta, T2P 3H7 Email: okonowalchuk@alvarezandmarsal.com bkrol@alvarezandmarsal.com Counsel to Monitor: Gowling WLG Attn: Sam Gabor 1600, 421 7th Avenue SW, Calgary, Alberta, T2P 4K9 Email: Sam.gabor@gowlingwlg.com Counsel to the Companies: Cassels Brock & Blackwell LLP Bankers Hall West 3810, 888 3 St SW Calgary, Alberta T2P 5C5 Jeffrey Oliver Tel: 403-351-2921 Email: JOliver@cassels.com Danielle Marechal Tel: 403-351-2922 Email: DMarechal@cassels.com Natalie Thompson Tel : 587-441-3064 Email: NThompson@cassels.com Candesto Enterprises form part of a broader group of companies, which has been a leader of installation services in western Canada for traffic control, roadside safety and barrier systems for over 25 years. CAPTAIN YURI'S: Court OKs Cash Collateral Access Thru Jan 11 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized Captain Yuri's Charters, Inc. to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance, through January 11, 2024. The Debtor is authorized to use the cash collateral with monthly adequate protection payments to the U.S. Small Business Administration in the amount of $410 per month on an interim basis. The first payment will be due on 1st day of the month following entry of the Order and on the 1st day of each month thereafter. The SBA is granted a replacement lien in the Debtor's post-petition cash collateral to the extent of any post-petition usage of cash collateral during the interim period and to the same extent, validity, and priority as its pre-petition lien. The Debtor is authorized to use the cash collateral, effective as of the petition date, to pay secured creditor Centennial Bank adequate protection payments of $3,575 each month postpetition, beginning in October 2023, and to be paid on a monthly basis due no later than the 28th of each month. Any adequate protection payments due to Centennial Bank for the post-petition months predating the order will be made within 15 days of the entry of the Order, if not already paid. There will be a carve-out in the budget for the inclusion of fees due the Clerk of Court and the U.S. Trustee pursuant to 28 U.S.C. section 1930, and to the extent not already included in the budget for the adequate protection payments described in the Motion. A final hearing on the matter is set for January 11 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=ztnCKO from PacerMonitor.com. About Captain Yuri's Charters Captain Yuri's Charters, Inc. filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 23-17488) on Sept. 19, 2023, with up to $50,000 in assets and $500,001 to $1 million in liabilities. Yuri Vakselis, president, signed the petition. Judge Robert A. Mark oversees the case. Chad Van Horn, Esq., at Van Horn Law Group PA serves as the Debtor's bankruptcy counsel. CARNIVAL PLC: EUR755.5MM Bank Debt Trades at 31% Discount --------------------------------------------------------- Participations in a syndicated loan under which Carnival PLC is a borrower were trading in the secondary market around 68.9 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The EUR755.5 million facility is a Term loan that is scheduled to mature on December 17, 2032. About EUR597.2 million of the loan is withdrawn and outstanding. Carnival PLC owns and operates cruise ships. The Company offers cruise vacations in North America, Continental Europe, the United Kingdom, South America, and Australia. CASA SYSTEMS: $218.8MM Bank Debt Trades at 29% Discount ------------------------------------------------------- Participations in a syndicated loan under which Casa Systems Inc is a borrower were trading in the secondary market around 70.8 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $218.8 million facility is a payment-in-kind Term loan that is scheduled to mature on December 20, 2027. About $186.7 million of the loan is withdrawn and outstanding. Casa Systems, Inc. provides telecommunication equipment and solutions. The Company offers cable, modem, optical, and Wi-Fi networking products. Casa Systems also provides software-centric infrastructure solutions that allow cable service providers to deliver voice, video, and data services over a single platform. CELULARITY INC: Incurs $93.9 Million Net Loss in Third Quarter -------------------------------------------------------------- Celularity Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $93.88 million on $3.78 million of total revenues for the three months ended Sept. 30, 2023, compared to net income of $4.80 million on $4.14 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 $205.84 million on $10.66 million of total revenues, compared to a net loss of $10.24 million on $13.85 million of total revenues for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $157.19 million in total assets, $126.94 million in total liabilities, and $30.25 million in total stockholders' equity. As of Sept. 30, 2023, the Company had $0.3 million of cash and cash equivalents and an accumulated deficit of $851.3 million. The Company's primary use of its capital resources is funding its operating expenses, which consist primarily of funding the research and development of its cellular therapeutic candidates, and to a lesser extent, selling, general and administrative expenses. As of the issuance date, the Company had approximately $0.3 million of unrestricted cash and cash equivalents available to fund its operations and no available additional sources of outside capital to sustain its operations and insufficient available cash to make the required Yorkville cash repayments, for a period of 12 months beyond the issuance date. The Company said these uncertainties raise substantial doubt about its ability to continue as a going concern. "To date, we have not had any cellular therapeutics approved for sale and have not generated any revenues from the sale of our cellular therapeutics. We generate limited revenues from our biobanking and degenerative disease businesses. We do not expect to generate any revenues from cellular therapeutic product sales unless and until we successfully complete development and obtain regulatory approval for one or more of our therapeutic candidates, which we expect will take a number of years. If we obtain regulatory approval for any of our therapeutic candidates, we expect to incur significant commercialization expenses related to therapeutic sales, marketing, manufacturing and distribution as our current commercialization efforts are limited to our biobanking and degenerative disease businesses. As a result, until such time, if ever, as we can generate substantial revenue from therapeutics and sales of our biomaterials products, we expect to finance our cash needs through equity offerings, debt financings or other capital sources, including potentially collaborations, licenses and other similar arrangements, including drawdowns under the At-The-Market Sales Agreement, dated as of September 8, 2022, by and between us and BTIG, LLC, Oppenheimer & Co. Inc. and B. Riley Securities, Inc., or the ATM Program, and we continue to explore licensing and collaboration arrangements for our cellular therapeutics as well as distribution arrangements for our degenerative disease business including our distribution agreements with CH Trade Group, Tamer and AD Ports to support expansion abroad. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Any failure to raise capital as and when needed could have a negative impact on our financial condition and on our ability to pursue our business plans and strategies. Failure to obtain this necessary capital or address our liquidity needs may force us to delay, limit or terminate our operations, make further reductions in our workforce, discontinue our commercialization efforts for our biomaterials products as well as other clinical trial programs, liquidate all or a portion of our assets or pursue other strategic alternatives, and/or seek protection under the provisions of the U.S. Bankruptcy Code," Celularity stated in the regulatory filing. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001752828/000095017024000474/celu-20230930.htm About Celularity Celularity Inc. (Nasdaq: CELU) headquartered in Florham Park, N.J., is a biotechnology company leading the next evolution in cellular and regenerative medicine by developing allogeneic cryopreserved off-the-shelf placental-derived cell therapies, including therapeutic programs using mesenchymal-like adherent stromal cells (MLASCs), T-cells engineered with CAR (CAR T-cells), and genetically modified and unmodified natural killer (NK) cells. These therapeutic programs target indications in autoimmune, infectious and degenerative diseases, and cancer. In addition, Celularity develops, manufactures and commercializes innovative biomaterial products also derived from the postpartum placenta. Celularity believes that by harnessing the placenta's unique biology and ready availability, it can develop therapeutic solutions that address significant unmet global needs for effective, accessible, and affordable therapies. Morristown, New Jersey-based Deloitte & Touche LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has suffered recurring losses from operations since inception that raise substantial doubt about its ability to continue as a going concern. CLINICAL EDIFY: Court OKs Cash Collateral Access Thru Jan 23 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Clinical Edify to use cash collateral on an interim basis, in accordance with the budget, with a 15% variance, through January 23, 2024. Casta Luz Ortiz and Priscilla Medina assert interests in cash collateral. They have consented to the use of cash collateral for the requested period. As further adequate protection, the secured creditors are granted replacement liens in the type of collateral in which the secured creditors held interests as of the petition date. The priority of the secured creditors' liens will be limited to the same priority as the security interests held as of the petition date. The secured creditors' liens will be limited to the dollar amount necessary to protect their liens against diminution in the value of their secured claims as of the petition date. The replacement liens granted to the secured creditors will have the same extent, validity and priority and will be subject to the same defenses as were their respective liens and security interests in prepetition collateral. The replacement liens provided will be deemed valid and perfected with such priority as provided in the Order, without any further notice or act by any party that may otherwise be required under any law, subject, however, to any applicable limitations regarding the Court's authority, jurisdiction, or due process. The Debtor will maintain all appropriate insurances to protect assets of the estate with coverage to be at least equal to the Debtor's good faith estimate of the value of the secured creditors' interests in collateral. A final hearing on the matter is set for January 23, 2024 at 1 p.m. A copy of the order is available at https://urlcurt.com/u?l=A2mJlW from PacerMonitor.com. About Clinical Edify Clinical Edify sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 2:23-bk-18579) on December 27, 2023. In the petition signed by Roger Ortiz, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Steven R. Fox, Esq., at Steven R. Fox, represents the Debtor as legal counsel. COLORADO FOOD: Seeks Cash Collateral Access ------------------------------------------- Colorado Food Enterprises, Inc. asks the U.S. Bankruptcy Court for the District of Colorado for authority to continue using cash collateral in accordance with the budget and the Final Order. The Final Order approved a budget for the use of cash collateral for a six month period through February 29, 2024. The Final Order also calls for the Debtor to make monthly adequate protection payments to the US Small Business Administration in the amount of $731 on the 10th of each month. As previously reported by the Troubled Company Reporter, the bankruptcy filing was prompted due to the Debtor's debt service. The Debtor maintains four loans with factors which incumber the Debtor's receivables, have daily draws for payments, and accrue at high interest rates. The Debtor cannot cash flow under the loan serving obligation as it is currently structured. The Debtor has also been sued for alleged employment violations, which the Debtor disputes. The lawsuit disrupted the Debtor's ability to obtain tradition financing. The following parties may have or assert a lien encumbering the Debtor's "cash collateral" as the term is defined in Bankruptcy Code Section 363. The liens are generally described as follows: a. The Debtor entered into a line of credit and related documents with Fundbox on September 1, 2023. Fundbox is currently owed approximately $30,000. The Debtor cannot locate an associated UCC-1 financing statement on the Colorado Secretary of State website though there are numerous filings under corporate service companies such as Corporation Servies Company and First Corporate Solutions. b. The Debtor entered into three Merchant Agreements and related documents with CFH Merchant Solutions on September 1, 2023 and March 3, 2023. CFG is owed approximately $880,800. The Debtor cannot locate an associated UCC-1 financing statement on the Colorado Secretary of State website though there are numerous filings under corporate service companies such as Corporation Services Company and First Corporate Solutions. c. The Debtor entered into a Merchant Agreement and related documents with Everest Business Funding on April 6, 2023. EBF is owed approximately $362,500. The Debtor cannot locate an associated UCC-1 financing statement on the Colorado Secretary of State website though there are numerous filings under corporate service companies such as Corporation Services Company and First Corporate Solutions. d. The Debtor entered into a Merchant Agreement and related documents with Cloud Fund/Delta Bridge on April 20, 2023. CF is owed approximately $412,225. The Debtor cannot locate an associated UCC-1 financing statement on the Colorado Secretary of State website though there are numerous filings under corporate service companies such as Corporation Services Company and First Corporate Solutions. e. The Debtor entered into a Merchant Agreement and related documents with Seamless Capital on May 12, 2023. The SC debt has been paid in full. The Debtor cannot locate an associated UCC-1 financing statement on the Colorado Secretary of State website though there are numerous filings under corporate service companies such as Corporation Services Company and First Corporate Solutions. f. The Debtor entered into two Merchant Agreements and related documents with Black Beard Capital on February 3, 2023 and April 15, 2023. BBC is owed approximately $150,000. The Debtor cannot locate an associated UCC-1 financing statement on the Colorado Secretary of State website though there are numerous filings under corporate service companies such as Corporation Service Company and First Corporate Solutions. g. The Debtor entered into a EIDL loan with the U.S. Small Business Administration and related documents on June 16, 2020. The SBA is owed approximately $150,000. The SBA filed a UCC-1 financing statement on June 27, 2020. h. The Debtor entered into two loan agreements and related documents on June, 2021 and December 15, 2022, which loan was assigned to Arma Capital on or around September 7, 2023. A UCC-1 financing statement on August 3, 2023. The Debtor asserts Arma Capital is unsecured because the filed UCC-1 financing statement is avoidable. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=eifuzu from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $464,400 for March 2024; $511,560 for April 2024; $571,560 for May 2024; and $574,060 for June 2024. About Colorado Food Enterprises Inc. Colorado Food Enterprises Inc. is a collection of locally owned companies that provide a variety of products and food production services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-14259) on September 21, 2023. In the petition signed by James Teran, president, the Debtor disclosed $774,251 in assets and $5,006,437 in liabilities. Judge Michael E. Romero oversees the case. Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C., represents the Debtor as legal counsel. COTTLE CHRISTI: Seeks Approval to Hire Christy Walls as Manager --------------------------------------------------------------- Cottle Christi L, LLC filed a amended application seeking approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to hire Christy Walls, owner of Cottle Christi L, as its manager. Ms. Walls is solely responsible for the day to day management of the business which includes a restaurant located at Spring Mills, Berkeley County, West Virginia; a restaurant located at Martinsburg, Berkeley County, West Virginia; and a seasonal restaurant located at Falling Waters, West Virginia. Ms. Walls is seeking compensation at the rate of $7,500 per month. Ms. Walls can be reached at: Christy Walls Cottle Christi L, LLC 16 Morgan LN Berkeley Springs, WV 25411 Phone: (304) 901-4957 About Cottle Christi L, LLC Cottle Christi L, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00295) on June 16, 2023, with $1 million to $10 million in both assets and liabilities. Christi L. Walls, owner and managing member, signed the petition. Joseph W. Caldwell, Esq., at Caldwell & Riffee is the Debtor's legal counsel. CPC ACQUISITION: $1.03BB Bank Debt Trades at 19% Discount --------------------------------------------------------- Participations in a syndicated loan under which Cpc Acquisition Corp is a borrower were trading in the secondary market around 80.8 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.03 billion facility is a Term loan that is scheduled to mature on December 29, 2027. The amount is fully drawn and outstanding. CPC Acquisition Corp is in the chemicals industry. CULINARY INNOVATIONS: Michael Markham Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Michael Markham, Esq., as Subchapter V trustee for Culinary Innovations Group LLC. Mr. Markham, a partner at Johnson Pope Bokor Ruppel & Burns, LLP, will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Markham declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Michael C. Markham, Esq. Johnson Pope Bokor Ruppel & Burns, LLP 401 E. Jackson Street, Suite 3100 Tampa, FL 33602 Phone: (727) 480-5118 Email: Mikem@jpfirm.com About Culinary Innovations Group Culinary Innovations Group LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05918) on December 29, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Jennifer M. Duffy, Esq., and Michael R. Dal Lago, Esq., at Dal Lago Law are the Debtor's bankruptcy attorneys. CYTOSORBENTS CORP: Provides Update on STAR-T Trial -------------------------------------------------- CytoSorbents Corporation announced an update on the initial data analysis of primary safety and effectiveness endpoints and the final independent Data and Safety Monitoring Board analysis for the pivotal U.S. and Canadian STAR-T (Safe and Timely Antithrombotic Removal of Ticagrelor) randomized controlled trial. STAR-T is a double-blind, randomized, controlled, multi-center pivotal trial that investigated the ability of DrugSorb®-ATR to reduce perioperative bleeding in 140 enrolled patients on ticagrelor undergoing cardiothoracic surgery before completing the recommended washout period. Patients were randomized in a 1:1 ratio to receive either DrugSorb-ATR or a sham device during cardiopulmonary bypass, with a primary composite effectiveness endpoint measuring perioperative bleeding. The independent DSMB met recently to perform the final review of the full unblinded data on all 140 patients in the STAR-T trial and concluded there were no issues with device safety, meeting the primary safety endpoint of the study. The Company has also performed the initial data analysis on the primary effectiveness endpoint of STAR-T. Based on this analysis, the study did not meet the primary effectiveness endpoint in the overall patient population that underwent different types of cardiac surgeries. However, the study did demonstrate evidence of reduced bleeding complications in patients in the pre-specified isolated coronary artery bypass graft surgery population, representing more than 90% of the overall study population. The Company expects to complete the analysis of the full trial results in the next several weeks. Pending this final analysis, the Company believes the safety and effectiveness data from STAR-T may support the regulatory submission of DrugSorb-ATR to the U.S. FDA and Health Canada. Meanwhile, the Company had previously submitted a promissory abstract to the American College of Cardiology 2024 conference, triggering a "silent" period for publicly discussing detailed study results. If accepted, the full results of the STAR-T trial are expected to be presented next April 2024 in Atlanta. Dr. Efthymios N. Deliargyris, Chief Medical Officer of CytoSorbents stated, "We are encouraged that the use of the DrugSorb-ATR device in this high-risk population was deemed safe by the independent DSMB. Although the primary effectiveness endpoint of the study was not met in the overall population, we identified evidence of benefit of reduced bleeding complications in patients undergoing isolated CABG surgery, including serious bleeding events. This suggests a favorable benefit-to-risk profile in this population that represents the vast majority of ticagrelor-treated patients requiring cardiac surgery. Additional analyses are ongoing and we look forward to sharing the detailed results at a major medical conference in the near future." Dr. Irina Kulinets, Senior Vice President of Global Regulatory of CytoSorbents stated, "In the next several weeks, we aim to complete the full data analysis of the study that is intended to form the basis of anticipated regulatory submissions. From a regulatory perspective, it is important that DrugSorb-ATR successfully met the primary safety endpoint of the study and has demonstrated clinical evidence of effectiveness in the pre-specified isolated CABG subpopulation. These data are supported by the successful real-world usage of CytoSorb® for this same indication, as captured by our International STAR Registry and as seen in multiple world markets including Europe, Latin America, Middle East, and others. Although we cannot predict how FDA will view our results, we are encouraged that FDA has already granted Breakthrough Device Designation to DrugSorb-ATR for this application, recognizing the problem as a major unmet medical need that causes significant patient morbidity and mortality and has no approved therapy in the U.S." Ticagrelor is one of the leading anti-thrombotic drugs used as part of dual-antiplatelet therapy in patients with acute coronary syndrome. However, up to 10% of these patients will need to undergo CABG surgery and risk serious bleeding complications if the surgery is performed within the first few days from the last ticagrelor dose. Waiting in the hospital to washout the drug over the span of 3-5 days is the only acceptable alternative, but comes with potential clinical risk for complications while waiting, and high additional hospital costs. The goal of DrugSorb-ATR is to allow patients to safely get the critical CABG surgery they need without requiring extensive drug washout. DrugSorb-ATR has been previously granted U.S. FDA Breakthrough Device Designation, acknowledging that perioperative bleeding in cardiac surgery due to ticagrelor is a major unmet medical need. There are currently no approved or cleared therapies for this unmet need in the U.S. or Canada. Outside of the U.S. and Canada, only CytoSorb® is specifically approved for this indication. The Breakthrough Devices Program provides for more effective treatment of life-threatening or irreversibly debilitating diseases or conditions - in this case the need to reduce serious or life-threatening perioperative bleeding due to ticagrelor in emergent or urgent cardiac surgery. With Breakthrough Designation, CytoSorbents intends to work with FDA to facilitate the regulatory review of DrugSorb-ATR, while maintaining statutory standards of regulatory approval (e.g., 510(k), de novo 510(k), or premarket approval (PMA)) consistent with the Agency's mission to protect and promote public health. About CytoSorbents Based in Monmouth Junction, N.J., CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb, is approved in the European Union with distribution in more than 75 countries around the world as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" seen in common critical illnesses that may result in massive inflammation, organ failure and patient death. As previously disclosed in its Quarterly Report on Form 10-Q, Cytosorbents expressed that there is substantial doubt about its ability to continue as a going concern within the next 12 months. As of Sept. 30, 2023, the Company's cash position was approximately $10.0 million, with cash and cash equivalents of approximately $8.4 million, and approximately $1.7 million in restricted cash, which is not expected to fund the Company's operations beyond twelve months from the issuance of the financial statements. The Company had $47.57 million in total assets, $29.06 million in total liabilities, and $18.51 million in total stockholders' equity as of Sept. 30, 2023. DIGIPATH INC: Delays Filing of Annual Report to Complete Audit -------------------------------------------------------------- DigiPath, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Annual Report on Form 10-K for its fiscal year ended Sept. 30, 2023. The Company's Form 10-K could not be filed within the prescribed time period without unreasonable effort or expense because the audit of the Company's financial statements for the fiscal year ended Sept. 30, 2023 had not been completed prior to the close of business on Dec. 29, 2023. About DigiPath Headquartered in Las Vegas, Nevada, Digipath, Inc. -- www.digipath.com -- offers full-service testing lab for cannabis, hemp and ancillary cannabis and hemp infused products serving growers, dispensaries, caregivers, producers, patients and eventually all end users of cannabis and botanical products. DigiPath reported a net loss of $2.06 million for the year ended Sept. 30, 2022, compared to a net loss of $686,503 for the year ended Sept. 30, 2021. As of Dec. 31, 2022, the Company had $1.18 million in total assets, $3.73 million in total liabilities, $333,600 in series B convertible preferred stock, and a total stockholders' deficit of $2.88 million. In its Quarterly Report for the three months ended June 30, 2023, Digipath expressed substantial doubt about its ability to continue as a going concern. According to Digipath, it had negative working capital of $2,567,011, and accumulated recurring losses of $20,023,066, and $325,587 of cash on hand as of June 30, 2023, which may not be sufficient to sustain operations. DIXON HOLDINGS: Seeks Cash Collateral Access -------------------------------------------- Dixon Holdings, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for authority to use cash collateral effective as of January 2, 2024. The Debtor owns certain parcels of real property in New York and Florida, including a 23-unit, income-producing apartment building located at 77 Seaman Avenue, New York, New York 10034. One or more of the Debtor's secured creditors may claim a lien upon or an interest in, inter alia, the Debtor's rents, revenues, receivables, deposit accounts, and other cash assets, the proceeds of which may constitute cash collateral. In particular, the creditors that purport to have an interest in the Debtor's cash collateral are JPMorgan Chase, Bitty Advance Funding, Legend Advance Funding, and World Business Lenders, LLC. The Debtor requires the use of cash collateral to fund operational funding needs of the Debtor and its administrative expenses. The Debtor offers, all of the Secured Creditors, adequate protection of their potential liens upon and/or interests in the cash collateral as follows: a. Notwithstanding the provisions of 11 U.S.C. Section 552(a), a lien on post-petition cash collateral, which lien shall be of the same extent, validity, and priority, if any, that the Secured Creditor held prepetition. However, any order adopting this offer will not be construed as a determination as to the validity or priority of any liens on the cash collateral or any other tangible or intangible assets. b. Use of the cash collateral solely for ordinary course operating expenses, within a reasonable variance consistent with a budget to be provided to the Secured Creditors in advance of the hearing on this motion, together with such other expenses outside the ordinary course of the Debtor's business as may be approved by the Court. c. Providing the Secured Creditors with periodic reports as to the Debtor's income and expenses. A copy of the motion is available at https://urlcurt.com/u?l=a0mYkn from PacerMonitor.com. About Dixon Holdings, LLC Dixon Holdings, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00011) on January 2, 2024. In the petition signed by Roberta Masnyj, manager, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. Judge Roberta A. Colton oversees the case. Steven M. Berman, Esq., at Shumaker, Loop & Kendrick, LLP, represents the Debtor as legal counsel. DMK PHARMACEUTICALS: To Reconvene Annual Meeting on Jan. 25 ----------------------------------------------------------- DMK Pharmaceuticals Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that the 2023 annual meeting of stockholders, originally convened on Nov. 9, 2023, was reconvened virtually on Nov. 30, 2023 and adjourned, and subsequently reconvened virtually on Dec. 28, 2023. The Company adjourned the Annual Meeting again to allow additional time for the Company to solicit additional proxies and votes to establish a quorum for the conduct of business at the Annual Meeting and additional time for stockholders to vote on the proposals described in the Company's notice of meeting and definitive proxy statement filed with the SEC on Oct. 12, 2023. The adjourned Annual Meeting will reconvene on Jan. 25, 2024, at 9:00 a.m., Pacific Time. The adjourned Annual Meeting will be a completely "virtual" meeting of stockholders, and stockholders will be able to listen and participate in the virtual meeting as well as vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/DMK2023. To participate in the virtual Annual Meeting, stockholders will need the control number found on their proxy cards or in the instructions that accompanied their proxy materials. Only stockholders of record on the record date of Oct. 6, 2023, are entitled to vote. About DMK Pharmaceuticals DMK Pharmaceuticals (formerly known as Adamis Pharmaceuticals Corporation) is a commercial stage neuro-biotech company primarily focused on developing and commercializing products for the treatment of opioid overdose and substance use disorders. DMK's commercial products approved by the FDA include ZIMHI (naloxone) Injection for the treatment of opioid overdose, and SYMJEPI (epinephrine) Injection for use in the emergency treatment of acute allergic reactions, including anaphylaxis. In its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on Nov. 14, 2023, the Company said it has incurred substantial recurring losses from continuing operations, negative cash flows from operations, and is dependent on additional financing to fund operations. The Company incurred a net loss of approximately $1.4 million and $18.9 million for the three months and nine months ended Sept. 30, 2023, respectively. As of Sept. 30, 2023, the Company had an accumulated deficit of approximately $323.5 million. DODGE CONSTRUCTION: $130MM Bank Debt Trades at 54% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Dodge Construction Network LLC is a borrower were trading in the secondary market around 46.5 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $130 million facility is a Term loan that is scheduled to mature on February 23, 2030. The amount is fully drawn and outstanding. Dodge Construction Network LLC provides software solutions. The Company offers analytics and software-based workflow integration solutions for the construction industry. EGAE LLC: $200K New Equity Contribution to Fund Plan ---------------------------------------------------- EGAE, LLC, filed with the U.S. Bankruptcy Court for the District of Alaska a Chapter 11 Disclosure Statement for Plan of Reorganization. The Debtor owns the McKinley Tower Apartments, a 100- unit mid rise apartment complex (the "Property") built in the 1950s and renovated in approximately 2006. It is located at 337 East 4th Avenue, Anchorage, Alaska 99501. This apartment complex contains an average unit size of approximately 544 square feet. The Property is near downtown Anchorage and offers a selection of floor plans and modern conveniences to its residents. Aside from the Property, Debtor is the owner of miscellaneous personal property that it uses in the operation of its business and maintenance of the Property. Faced with MidCap's pending foreclosure set for October 6, 2023, Debtor filed its bankruptcy petition. The voluntary Chapter 11 petition was filed on October 5, 2023. The goal of the Plan is to pay creditors to the fullest extent possible through the revenues generated by Debtor over time. The Plan will be funded by a new value contribution from the current equity owner of the Debtor, the Marlow Family Exempt Perpetual Trust, via funds advanced to EGAE. The Plan further proposes that MidCap's secured claim and other secured claims will be restructured according to the terms described below. Unsecured creditors will be paid in a fair and equitable manner, receiving payments over the life of the Plan. Class 6 consists of General Unsecured Claims. This Class shall consist of Allowed Claims without statutory priority or security. This Class is estimated at $927,000, excluding disputed claims and excluding a deficiency from Classes 3, 4 and 5. Class 6 is impaired. If MidCap does not make the election under Section 1111(b) of the Bankruptcy Code to have its Class 3 Claim treated as fully secured, Class 6 shall receive the following payments commencing on the Distribution Date and continuing annually until the fifth anniversary of the Effective Date: $35,000 in Year 1; $40,000 in Years 2-4; and $45,000 in Year 5. In the event MidCap elects to be fully secured by asserting an election to be treated under Section 1111(b), Class 6 shall receive payments in five equal annual installments of $20,000. Payments shall commence on the Distribution Date and continue annually until the fifth anniversary of the Effective Date. All remaining amounts of Class 6 Claims shall be discharged. Payments will be made from Debtor's post-confirmation cash flow and equity contributions. Class 7 consists of Ownership Interest in EGAE, LLC. EGAE, LLC's prepetition equity holder will continue its ownership of the Debtor postconfirmation and shall contribute the sums necessary for occurrence of the Effective Date of the Plan. Class 7 is impaired. On the Effective Date, the Marlow Family Exempt Perpetual Trust shall contribute $200,000 to the Reorganized Debtor in order to retain the equity of the Reorganized Debtor. Debtor believes that this is a new substantial infusion of money that is necessary for a successful reorganization and is at least equivalent to the interest received on account of such contribution. In addition, the Debtor's management company, Kenco Building Services, LLC, will have a variable payment plan with a management fee based on 5% of total revenues paid after payment of claims to creditors which will allow for an effective guarantee in the event the Debtor has any operating losses during the course of the Plan of Reorganization. Stated more succinctly, and as demonstrated by the cash flow projections, management will support cash flow by reducing its management fee and by contributions as required in order to ensure feasibility. In addition, the Debtor voluntarily waives its exclusivity to file a Plan of Reorganization under Section 1121(b) of the Bankruptcy Code to allow an opportunity to any party in interest to compete in the marketplace by proposing an alternative plan of reorganization and thus allow for the market's scrutiny of the Debtor's proposed Plan of Reorganization and test the valuation of Equity's contribution to the Plan of Reorganization. A full-text copy of the Disclosure Statement dated January 4, 2024 is available at https://urlcurt.com/u?l=fQbeCD from PacerMonitor.com at no charge. Attorney for Debtor: John C. Smith, Esq. Will Sherman, Esq. GERALD K. SMITH AND JOHN C. SMITH LAW OFFICES, PLLC 6720 E. Camino Principal, Suite 203 Tucson, AZ 85715 Tel: (520) 722-1605 Fax: (520) 844-8070 Email: john@smithandsmithpllc.com Email: will@smithandsmithpllc.com About EGAE, LLC EGAE, LLC owns and operates an apartment building in Anchorage, Alaska. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ala. Case No. 23-00169) on October 5, 2023. In the petition signed by Marc Marlow, manager, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Gary Spraker oversees the case. John C. Smith, Esq., at Gerald K. Smith and John C. Smith Law Offices, PLLC, is the Debtor's legal counsel. EL DORADO GAS: Lender Seeks to Prohibit Cash Collateral Access -------------------------------------------------------------- First Service Bank asks the U.S. Bankruptcy Court for the Southern District of Mississippi to prohibit El Dorado Gas & Oil, Inc. from using cash collateral, or in the alternative, provide for adequate protection as a condition to use cash collateral. FSB has not consented to the Debtor's use of cash collateral. Nor, despite the case having been on file for almost two weeks, has the Debtor: (1) sought FSB's consent; (2) provided FSB with any proposed budget for the use of cash collateral; or (3) sought authority from the Court to use FSB's collateral without FSB's consent. As the Debtor continues to operate its business, the Debtor is using FSB's collateral in violation of the Bankruptcy Code. FSB has grave concerns regarding the Debtor's ability, under current management, to effectively manage its operations in a manner that comports with the Debtor's duties as a debtor-in-possession and maximizes the value of the Debtor's assets for the benefit of all creditors. On September 17, 2020, the Bank entered into a $50 million Term Loan Credit Agreement with Debtor as Borrower and Hugoton Operating Company, Inc., World Aircraft, Inc. and Thomas Swarek as guarantors of the obligations. The Debtor and Guarantors provided FSB with an extensive security interest which were promptly perfected by UCC-1s for each of the entities. Additionally, the Debtor provided FSB with Deeds of Trust covering its assets in McMullen County, Texas and Brooks County, Texas. Pursuant to the Pre-Petition Loan Documents, FSB holds a properly perfected security interest in all existing and hereinafter acquired or arising assets of Debtor (including but not limited to all oil, gas or other minerals produced) and the proceeds thereof (as well as over all accounts of the Debtor). FSB also holds a valid, first-priority security interest in all of Debtor's accounts, including its bank accounts at FSB Bank. As of the petition date, FSB was owed approximately $51.5 million in principal, $2.366 million in interest, and $2,400 in late fees related to the Obligations of the Debtor, not including attorneys' fees and costs as warranted under the terms of the loan documents. Interest continues to accrue on the indebtedness, and FSB continues to incur attorneys' fees and costs in connection with the Debtor's bankruptcy proceedings. Additionally, accrued interest and other costs, charges, expenses, and attorneys' fees continue to accrue, which increases the Debtor's indebtedness to FSB. The FSB's collateral is not "adequately protected" as the Debtor has not offered any type of adequate protection. The Debtor is not making periodic cash payments to FSB and has not offered replacement or additional liens. Further, the Debtor has been collecting moneys from customers since the filing of the case, but it has not obtained the consent of the Court or the consent of FSB to use its cash collateral. Specifically, on December 29, 2023, among several other requested transfers, Thomas Swarek, the President of the Debtor, sought for First Service to transfer $125,694 out of the Debtor's prepetition bank account to make a loan payment to Metlife Investment Management, LLC for a loan for which the Debtor is not the borrower. The actions of the President of the Debtor make it clear that he does not have the capacity to operate the Debtor, and the Court should limit any use of cash collateral contingent on the appointment of a Chapter 11 trustee. Additionally, as the Court is aware, Hugoton Operating Company, Inc., a guarantor of the Obligations, filed for chapter 11 bankruptcy protection on August 14, 2023. Thomas Swarek, the President and principal of the Debtor, is also the President and principal of Hugoton. To date, Hugoton has not filed a monthly operating report, and the U.S. Trustee has filed a motion to convert the case to a case administered under chapter 7. Swarek's failure to properly manage Hugoton as a debtor in possession emphasizes is inability to properly manage the Debtor in the Chapter 11 Case. FSB Bank, as lender, is represented by: John A. Crawford, Jr., Esq. Paul S. Murphy, Esq. BUTLER SNOW LLP P.O. Box 6010 Ridgeland, MS 39158-6010 T: (601) 948-5711 F: (601) 985-4500 E: jack.crawford@butlersnow.com E: paul.murphy@butlersnow.com -and- Christopher Adams, Esq. David L. Curry, Jr., Esq. Edward A. Clarkson, III, Esq. Kelley Killorin Edwards, Esq. OKIN ADAMS BARTLETT CURRY, LLP 1113 Vine Street, Ste. 240 Houston, Texas 77002 A copy of the motion is available at https://urlcurt.com/u?l=YAZOeW from PacerMonitor.com. About El Dorado Gas & Oil, Inc. El Dorado Gas & Oil, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-51715) on December 22, 2023. In the petition signed by Thomas L. Swarek, president, the Debtor disclosed up to $1 billion in assets and up to $100 million in liabilities. Judge Katharine M Samson oversees the case. Patrick Sheehan, Esq., at SHEEHAN & RAMSEY, PLLC, represents the Debtor as legal counsel. EMERALD ISLES: Case Summary & Six Unsecured Creditors ----------------------------------------------------- Debtor: Emerald Isles Holdings, LLC DBA McK's Tavern & Brewery 218 S. Beach Street Daytona Beach, FL 32114 Business Description: Emerald Isles dba McK's Tavern & Brewery serves pub food, genuine Irish dishes, a variety of beer, and its very own craft brews. Chapter 11 Petition Date: January 8, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-00073 Judge: Hon. Lori V. Vaughan Debtor's Counsel: Walter J. Snell, Esq. SNELL AND SNELL, P.A. 436 N Peninsula Drive Daytona Beach, FL 32118 Tel: 386-255-5334 Fax: 386-255-5335 Email: snellandsnell@mindspring.com Total Assets: $1,127,700 Total Liabilities: $914,883 The petition was signed by Scot A. Lawson as president. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7HUDKGI/Emerald_Isles_Holdings_LLC__flmbke-24-00073__0001.0.pdf?mcid=tGE4TAMA ENDO INTERNATIONAL: Inks 2nd Amended RSA With First Lien Creditors ------------------------------------------------------------------ Endo International plc disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company and the Ad Hoc First Lien Group entered into the Second Amended and Restated Restructuring Support Agreement (the "Second A&R RSA"), which reflects the Company's intention to pursue confirmation of the Joint Chapter 11 Plan of Reorganization of Endo International plc and Its Affiliated Debtors [Docket No. 3355], subject to certain amendments that are set forth in an exhibit to the Second A&R RSA (as may be further modified, amended, or supplemented from time to time, the "Proposed Plan") and consummation of the transactions contemplated thereby. As previously disclosed, on August 16, 2022, the Company entered into a Restructuring Support Agreement (the "RSA") with certain of its first lien creditors (the "Ad Hoc First Lien Group"). The RSA contemplated that the Company would seek to sell all or substantially all of its assets in a sale pursuant to section 363 of the Bankruptcy Code, and that an entity formed in a manner acceptable to the Ad Hoc First Lien Group would serve as stalking horse bidder. The RSA was later amended and restated to reflect developments in the Chapter 11 Cases. The Second A&R RSA was filed in the Bankruptcy Court as docket number 3482 together with certain exhibits, including amended and restated backstop commitment agreements (the "A&R BCAs") entered into in connection with the Proposed Plan. The Company's entry into and performance under the A&R BCAs is subject to approval of the Bankruptcy Court. There can be no assurance that the Company's entry and performance under the A&R BCAs will be approved in the current or any form of the A&R BCAs. The Second A&R RSA and the A&R BCAs were shared under NDA with certain members of the Ad Hoc First Lien Group. Pursuant to the NDA, the termination of which occurred upon execution of the Second A&R RSA, the Company publicly disclosed each of the documents shared by filing with the Bankruptcy Court. About Endo International Endo International plc (OTC: ENDPQ) is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On Aug. 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and Operand Pharmaceuticals Holdco III Limited each filed a voluntary Chapter 11 petition also in the U.S. Bankruptcy Court for the Southern District of New York. On May 31, 2023, Operand Pharmaceuticals II Limited and Operand Pharmaceuticals III Limited each filed a voluntary Chapter 11 petition also in the Southern District of New York. The cases are jointly administered before the Honorable James L. Garrity, Jr. Endo initiated the financial restructuring process after reaching an agreement with a group of its senior debtholders on a transaction that would substantially reduce outstanding debt, address remaining opioid and other litigation-related claims, and best position Endo for the future. This would allow the Company to advance its ongoing business transformation from a strengthened financial position to create compelling value for its stakeholders over the long term. Endo's India-based entities are not part of the Chapter 11 proceedings. The Company has filed recognition proceedings in Canada and expects to file similar proceedings in the United Kingdom and Australia. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC, is the claims agent and administrative advisor. A Website dedicated to the restructuring is at http://www.endotomorrow.com/ Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners, LLC, as investment banker. EXACTECH INC: $235MM Bank Debt Trades at 47% Discount ----------------------------------------------------- Participations in a syndicated loan under which Exactech Inc is a borrower were trading in the secondary market around 53.0 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $235 million facility is a Term loan that is scheduled to mature on February 14, 2025. About $219.5 million of the loan is withdrawn and outstanding. Exactech, Inc. develops, manufactures, markets, and sells orthopedic implant devices and related surgical instrumentation. FERRO CORP: $355MM Bank Debt Trades at 16% Discount --------------------------------------------------- Participations in a syndicated loan under which Ferro Corp is a borrower were trading in the secondary market around 83.9 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $355 million facility is a Term loan that is scheduled to mature on February 14, 2024. About $103.0 million of the loan is withdrawn and outstanding. Headquartered in Cleveland, Ohio, Ferro Corporation -- http://www.ferro.com-- supplies technology-based performance materials for manufacturers. Ferro materials enhance the performance of products in a variety of end markets, including electronics, telecommunications, pharmaceuticals, building and renovation, appliances, automotive, household furnishings, and industrial products. The Company has approximately 6,800 employees globally. FLYING FISH: Holly Miller of Gellert Named Subchapter V Trustee --------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Holly Miller, Esq., at Gellert Scali Busenkell & Brown, LLC, as Subchapter V trustee for Flying Fish Brewing Company, LLC. Ms. Miller will be paid an hourly fee of $425 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Miller declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Holly S. Miller, Esq. Gellert Scali Busenkell & Brown, LLC 1628 John F. Kennedy Boulevard, Suite 1901 Philadelphia, PA 19103 Phone: (215) 238-0012 Fax: (215) 238-0016 Email: hsmiller@gsbblaw.com About Flying Fish Brewing Company Flying Fish Brewing Company, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-21917) on December 28, 2023, with $1,277,747 in assets and $9,279,265 in liabilities. James Lewandowski, chief executive officer, signed the petition. Ellen M. McDowell, Esq., at McDowell Law, PC represents the Debtor as bankruptcy counsel. GENERAL PEST: Unsecureds Will Get 20% of Claims over 48 Months -------------------------------------------------------------- General Pest Solutions, LLC, filed with the U.S. Bankruptcy Court for the District of South Carolina a Plan of Reorganization for Small Business dated January 4, 2024. Debtor was organized on May 2015 as a South Carolina limited liability company. Prior to formation of the limited liability company, the managing member, Manuel Cora, had been working in the pest control industry for over fifteen years. The Debtor operates its business from the personal residence jointly owned by the members of the entity, Manuel Cora and Sundae Cora. The Debtor has not paid rent to the Cora's for the use of their residence and it is not anticipated that the Cora's will require the Debtor to pay rent in the future. With the onset of COVID, the Debtor's income began to decline. The Debtor was able to trim its overhead by terminating employees. Unfortunately, between January 2020 and September 2023, the Debtor borrowed monies from several entities via 'Merchant Cash Agreements'. The result was a further tightening of cash flow issues that ended with the Debtor seeking relief under the Bankruptcy Code to reorganize its business. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $37,524 during the first 12 months of the 60-month Plan. All of the projected disposable income is committed to Plan payments during that term. Debtor anticipates the same amount of excess disposable income after administrative expenses are paid. The final Plan payment is expected to be paid in April 2029. This Plan of Reorganization proposes to pay creditors of the Debtor, from future earnings. Debtor does not anticipate that sales of assets or loan proceeds will be necessary for continued operation. Non-priority unsecured creditors holding allowed claims will receive distributions representing no less than the liquidation yield which Debtor believes to be 20%. The Plan provides for the payment of administrative, priority, secured, and unsecured claims. Class 3 consists of all non-priority unsecured claims, including any unsecured portion of secured claims. Debtor shall pay a yield of 20% to the Class 3 Creditors, without interest on a pro rata basis, in monthly installments of $800, commencing after the administrative claims have been paid, and continuing for a period of 48 months. The allowed unsecured claims total $172,333. This class is impaired. Class 5 consists of equity security holders of the Debtor. The sole members of the Debtor are Manuel and Sundae Cora. Debtor proposes that each equity interest retain their interest in the Debtor. Debtor shall fund the plan from earnings. A full-text copy of the Plan of Reorganization dated January 4, 2024 is available at https://urlcurt.com/u?l=9Nipuq from PacerMonitor.com at no charge. Attorney for Debtor: Richard A. Steadman, Jr., Esq. STEADMAN LAW FIRM, P.A. 6296 Rivers Avenue, Suite 102 Charleston, SC 29406 Tel: (843) 529-1100 Email: rsteadman@steadmanlawfirm.com About General Pest Solutions General Pest Solutions, LLC was organized on May 2015 as a South Carolina limited liability company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. S.C. Case No. 23-02944) on September 28, 2023. In the petition signed by Manuel Alberto Cora, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Elisabetta G. M. Gasparini oversees the case. Richard A Steadman, Jr., Esq., at Steadman Law Firm, P.A., represents the Debtor as legal counsel. GLOBAL ALARM: Seeks to Hire RHM Law as Bankruptcy Counsel --------------------------------------------------------- Global Alarm Protection seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ RHM Law LLP as its general bankruptcy counsel. The firm's services include: a. advise and assist regarding compliance with the requirements of the United States Trustee; b. advise regarding matters of bankruptcy law, including the rights and remedies of the Debtor with respect to its assets and the claims of creditors; c. advise regarding cash collateral matters; d. examine witnesses, claimants or adverse parties and prepare reports, accounts and pleadings; e. advise concerning the requirements of the Bankruptcy Code and applicable rules; f. negotiate, formulate and implement a Chapter 11 plan of reorganization; and g. make any appearances in the Bankruptcy Court on behalf of the Debtor; and to take such other action and to perform such other services as the Debtor may require. The firm will be paid at these rates: Partners $600 per hour Associates $400 per hour Paralegals $135 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The retainer fee is $30,000. Roksana Moradi-Brovia, Esq., a partner at RHM Law, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Roksana D. Moradi-Brovia, Esq. Matthew D. Resnik, Esq. RHM Law, LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: roksana@RHMFirm.com matt@RHMFirm.com About Global Alarm Protection Global Alarm Protection filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-18117) on Dec. 7, 2023, with $1 million to $10 million in both assets and liabilities. Louis Fizli, chief operating officer, signed the petition. Judge Sandra R. Klein oversees the case. Matthew D. Resnik, Esq., at RHM Law, LLP represents the Debtor as bankruptcy counsel. GLOBAL FOOD: EUR245MM Bank Debt Trades at 20% Discount ------------------------------------------------------ Participations in a syndicated loan under which Global Food Solutions Sarl is a borrower were trading in the secondary market around 79.7 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The EUR245 million facility is a Term loan that is scheduled to mature on February 11, 2028. Global Food Solutions is a progressive food service partner, uniquely positioned to create affordable and inspired foods. GUANELLA PASS: Seeks to Hire Cohen & Cohen as Bankruptcy Counsel ---------------------------------------------------------------- Guanella Pass Brewing Company, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Cohen & Cohen, P.C. as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal documents necessary in the administration of the case; (d) protect the interests of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiating with its creditors to prepare a plan of reorganization or other exit plan. The hourly rates of the firm's counsel and staff are as follows: Roberston Cohen $450 Katharine Sender $350 Associates $195 - $380 Paralegal $175 In addition, the firm will seek reimbursement for expenses incurred. Pre-petition, the firm received $16,378 from the Debtor. Katharine Sender, Esq., an attorney at Cohen & Cohen, 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: Katharine S. Sender, Esq. COHEN & COHEN, PC 1720 S. Bellaire St., Ste 205 Denver, CO 80222 Telephone: (303) 933-4529 Facsimile: (866) 230-8268 Email: ksender@cohenlawyers.com About Guanella Pass Brewing Company Guanella Pass Brewing Company owns and operates a brewery in Georgetown, CO. Guanella Pass Brewing Company, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-16068) on Dec. 30, 2023. The petition was signed by Steven Skalski as managing member. At the time of filing, the Debtor estimated $72,340 in assets and $2,282,564 in liabilities. Judge Thomas B. Mcnamara presides over the case. Katharine Sender, Esq. at COHEN & COHEN, P.C. represents the Debtor as counsel. HARTMAN SPE: Seeks Approval of Disclosures on Interim Basis ----------------------------------------------------------- Hartman SPE, LLC, filed a motion for entry of an order approving the adequacy of the disclosures in the combined disclosure statement and plan on an interim basis and granting related relief. A hearing on the Disclosure Statement is scheduled for Jan. 9, 2024, at 10:30 a.m. at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #4, Wilmington, Delaware. Objections are due by Jan. 9, 2024. The Combined Disclosure Statement and Plan reflects negotiations among the Debtor, the Committee, the Prepetition Lender, and the Exit Lender. The Debtor is not seeking approval of solicitation procedures because the Combined Disclosure Statement and Plan is a 100% plan that leaves all Allowed Claims and Interests Unimpaired. Accordingly, all Holders of Claims and Interests are deemed to accept the Combined Disclosure Statement and Plan. The proposed dates for upcoming hearings include the dates requested from the Court in this Motion, and are subject to the Court approval: * Deadline to Object to Interim Approval of Disclosure Statement and Plan at the scheduled hearing. * Hearing on Interim Approval of Combined Disclosure Statement and Plan will be on Jan. 9, 2024, at 10:30 a.m. (Eastern). * Mailing Commencement Date will be within 2 business day after entry of the Confirmation Procedures Order. * Deadline to File Plan Supplement will be on Jan. 29, 2024. * Deadline to File Objections to Combined Disclosure Statement and Plan will be on Jan. 31, 2024. * Deadline to File Objections to the Proposed Assumption and Assignment or Rejection of Executory Contracts and Unexpired Leases of Nonresidential Real Property, Including Adequate Assurance and Cure Amounts will be on January 31, 2024. * Deadline to File Confirmation Brief and Other Evidence Supporting the Combined Disclosure Statement and Plan will be on February 5, 2024. * Deadline to File Consolidated Reply will be on Feb. 5, 2024. * Confirmation Hearing will be on Feb. 7, 2024 at __:__ _.m. (ET). Counsel to the Debtor: William E. Chipman, Jr., Esq. Mark D. Olivere, Esq. 1313 North Market St., Suite 5400 Wilmington, Delaware 19801 Tel: (302) 295-0191 Fax: (302) 295-0199 E-mail: chipman@chipmanbrown.com olivere@chipmanbrown.com —and— John E. Mitchell, Esq. Michaela C. Crocker, Esq. Yelena E. Archiyan, Esq. KATTEN MUCHIN ROSENMAN LLP 2121 North Pearl Street, Suite 1100 Dallas, TX 75201 Tel: (214) 765-3600 Fax: (214) 765-3602 E-mail: john.mitchell@katten.com michaela.crocker@katten.com yelena.archiyan@katten.com About Hartman SPE LLC Hartman SPE, LLC is a lessor of nonresidential buildings. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11452) on Sept. 13, 2023. In the petition signed by David Wheeler, president, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Mary F. Walrath oversees the case. Katten Muchin Rosenman LLP is the Debtor's legal counsel, and and Chipman Brown Cicero & Cole, LLP, is the Debtor's Delaware counsel. Epiq Corporate is the claims agent and administrative advisor. The Official Committee of Unsecured Creditors formed in the case tapped Fox Rothschild LLP as counsel, and Phoenix Management as financial advisor. HARTMAN SPE: Taps Raymond James & Associates as Investment Banker ----------------------------------------------------------------- Hartman SPE, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Raymond James & Associates, Inc. as its investment banker. The firm's services include: (a) reviewing and analyzing the Debtor's business, operations, properties, and financial condition and prospects; (b) evaluating the Debtor's debt capacity, advising the Debtor generally as to available financing and assisting in the determination of an appropriate capital structure; (c) evaluating potential Financing Transaction alternatives and strategies; (d) preparing documentation within Raymond James's area of expertise that is required in connection with a Financing Transaction; (e) identifying and evaluating potential lenders or investors regarding participation in a Financing Transaction; (f) on behalf of the Debtor and with prior written consent by the Debtor, contacting Interested Parties which Raymond James, after consultation with the Debtor's management, believes meet certain industry, financial, and strategic criteria; and (g) negotiating and structuring a Financing Transaction. Raymond James will be compensated as follows: (a) Financing Transaction Fee. If any Financing Transaction closes, the Debtor shall pay Raymond James immediately and directly out of the Proceeds, at closing, of each Financing Transaction as a cost of sale of each Financing Transaction, a cash transaction fee equal to (a) 2 percent of the debt Proceeds, plus (b) 3 percent of Proceeds from preferred or mezzanine securities. Provided, however, that to the extent the Financing Transaction includes an uncommitted accordion or similar feature, the Financing Transaction Fee or such accordion or similar feature exceeding the original face amount of such debt will be payable upon the receipt of funds under of such facility or its funding. Geoffrey Richards, a senior managing director at Raymond James & Associates, 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: Geoffrey Richards Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 Telephone: (727) 567-1000 About Hartman SPE, LLC Hartman SPE, LLC is a lessor of nonresidential buildings based in Houston, Texas. Hartman SPE filed a voluntary Chapter 11 petition (Bankr. D. Del. Lead Case No. 23-11452) on Sept. 13, 2023, with $100 million to $500 million in both assets and liabilities. David Wheeler, president, signed the petition. Judge Mary F. Walrath oversees the case. The Debtor tapped Katten Muchin Rosenman, LLP as bankruptcy counsel; Chipman Brown Cicero & Cole, LLP as Delaware counsel; and Epiq Corporate Restructuring, LLC as administrative advisor. HARTMAN SPE: Unsecureds Owed $20M Unimpaired in Plan ---------------------------------------------------- Hartman SPE, LLC submitted a Combined Disclosure Statement and Chapter 11 Plan of Reorganization. This Combined Disclosure Statement and Plan is a plan of reorganization that proposes to leave all Allowed Claims and Interests Unimpaired, either through payment in full, Reinstatement, or agreement. The Debtor will fund this Combined Disclosure Statement and Plan with the proceeds of the Exit Facility and Cash on hand on the Effective Date. The Debtor is a Delaware special purpose entity formed on July 19, 2018. As of the Petition Date, it held title to 35 Properties that included office, retail, and industrial properties with an estimated value of over $400 million. The Debtor is the sole owner of each Property. From the Petition Date to the date of this Combined Disclosure Statement and Plan, the Debtor sold 7 Properties for an aggregate, gross sales price of approximately $80.7 million. Sales will continue during the pendency of the Chapter 11 Case. Prepetition, the Debtor began the process of transitioning its Properties from office, retail, and industrial assets into self-storage properties. On the Effective Date, the Debtor will transfer its remaining Properties to Silver Star Borrower. After the Effective Date, the Reorganized Debtor will be the sole member of Silver Star Mezzanine Borrower, which will, in turn, be the sole member of Silver Star Borrower. Thus, Silver Star Borrower will be the owner of the Debtor's Properties remaining on the Effective Date and will continue to transition those Properties from office, retail, and industrial properties into self-storage assets. Although the Debtor itself is manager-managed by SPE Manager, the Properties are managed by the Debtor's affiliate (Property Manager) pursuant to the Management Agreement. Substantially all the Debtor's back-office and vendor-procurement services, including management and employees, are provided by Property Manager through the Management Agreement. Except for tenant lease agreements, which are signed by the Debtor, Property Manager is the entity that generally executes executory contracts with the vendors who provide services to the Debtor, as well as other non-debtor entities within the corporate enterprise. In some instances, the Debtor remits payment equal to its share of services received to vendors directly. In other instances, and in the ordinary course of business, the Debtor reimburses the non-Debtor affiliates for the reasonable and necessary expenses incurred or monies advanced in connection with the management and operation of the Debtor's properties. The Debtor's estate is currently comprised of 28 Properties with an estimated market value of approximately $285 million. A list of the Properties currently owned by the Debtor is attached hereto as Exhibit B; however, additional sales may occur during the pendency of the Chapter 11 Case. Under the Plan, Class 4 – Allowed General Unsecured Claims, including Intercompany Claims and Deficiency Claims total $20,117,162 and will recover 100% of their claims. 7 The amount to be paid in satisfaction of each Class 4 Allowed Claim shall be subject to adjustment as of the date such Claim is paid in full, with such payment to include all accrued interest in accordance with this Combined Disclosure Statement and Plan. Each Holder of an Allowed General Unsecured Claim shall, in exchange for full and final satisfaction, settlement, release, and discharge of such Claim, receive at the sole option of the Debtor either: (a) Payment in Cash in the full amount of an Allowed General Unsecured Claim plus interest on such Allowed General Unsecured Claim from the Petition Date to the date of payment at the Federal Judgment Rate, which payment shall occur on the later of (i) as soon as reasonably practicable after the Effective Date, but in no event later than 5 business days after the Effective Date (or if a General Unsecured Claim is Allowed after the Effective Date, on the date such General Unsecured Claim is Allowed or as soon thereafter as is reasonably practicable, but in no event later than 5 business days after such General Unsecured Claim is Allowed) or, (ii) if not then due, when such Allowed General Unsecured Claim is due in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim; or (b) Such other treatment as would render such General Unsecured Claim otherwise Unimpaired pursuant to section 1124 of the Bankruptcy Code. Class 4 is unimpaired. Notwithstanding anything herein to the contrary, on the Effective Date, the Debtor shall establish and maintain a separate reserve account funded from Cash on hand and the Exit Facility in an amount of $20,117,162 (the "Class 4 Reserve"), which, for the avoidance of doubt, shall include interest on such Claims at Federal Judgment Rate from the Petition Date through the Effective Date. In addition, Debtor shall supplement the Class 4 Reserve on the first Business Day of each quarter following the Effective Date with additional accrued interest on the outstanding balance of the Class 4 Reserve. Separately, the Debtor may supplement the Class 4 Reserve from time-to-time as need to satisfy the Debtor's obligations under this Combined Disclosure Statement and Plan. Payments made to Allowed General Unsecured Claims shall be funded by the Class 4 Reserve; provided, however, that the foregoing shall not be construed as a cap or limitation on the source of funds payable to Holders of Allowed General Unsecured Claims. For the avoidance of doubt, the funds in the Class 4 Reserve shall be used solely to fund payments on account of Allowed General Unsecured Claims. Upon full satisfaction of Allowed General Unsecured Claims, the Class 4 Reserve may be closed, and the remaining funds paid to the Reorganized Debtor. The Reorganized Debtor will prepare and File quarterly reports regarding the status of the Class 4 Claim reconciliation process, including information regarding Distributions from the Class 4 Reserve. The Debtor and the Reorganized Debtor, as applicable, shall fund distributions under this Combined Disclosure Statement and Plan with: (1) Cash on hand, including Cash from operations; and (2) the proceeds from the Exit Facility. Counsel to the Debtor and Debtor in Possession: William E. Chipman, Jr., Esq. Mark D. Olivere, Esq. CHIPMAN BROWN CICERO & COLE, LLP Hercules Plaza 1313 North Market St., Suite 5400 Wilmington, DE 19801 Tel: (302) 295-0191 Fax: (302) 295-0199 Email: chipman@chipmanbrown.com olivere@chipmanbrown.com -and- John E. Mitchell, Esq. Michaela C. Crocker, Esq. Yelena E. Archiyan, Esq. KATTEN MUCHIN ROSENMAN LLP 2121 North Pearl St., Suite 1100 Dallas, TX 75201 Tel: (214) 765-3600 Fax: (214) 765-3602 Email: john.mitchell@katten.com michaela.crocker@katten.com yelena.archiyan@katten.com A copy of the Disclosure Statement dated Dec. 29, 2023, is available at https://tinyurl.ph/oZFRj from PacerMonitor.com. About Hartman SPE LLC Hartman SPE, LLC is a lessor of nonresidential buildings. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11452) on Sept. 13, 2023. In the petition signed by David Wheeler, president, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Mary F. Walrath oversees the case. Katten Muchin Rosenman LLP is the Debtor's legal counsel, and and Chipman Brown Cicero & Cole, LLP, is the Debtor's Delaware counsel. Epiq Corporate is the claims agent and administrative advisor. The Official Committee of Unsecured Creditors formed in the case tapped Fox Rothschild LLP as counsel, and Phoenix Management as financial advisor. HILTON GRAND: S&P Assigns 'BB+' Rating on New Sr. Sec. Notes ------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating and '2' recovery rating to Hilton Grand Vacations Inc.'s (BB/Stable/--) proposed senior secured notes due 2032. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 70%) recovery for senior secured lenders in a hypothetical default. The company intends to use the proceeds to complete its previously announced acquisition of Bluegreen Vacations Holdings. This issuance does not affect S&P's 'BB' issuer credit rating on the company. ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'BB+' issue-level rating and '2' recovery rating to HGV's $900 million secured notes. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 70%) recovery for senior secured lenders in a hypothetical default. -- S&P's issue-level rating on the company's existing secured debt remains rated 'BB+' with a '2' recovery rating. -- The issue-level rating on the company's senior unsecured notes is 'B+' with a '6' recovery rating. The '6' recovery rating indicates its expectation for negligible (0%-10%; rounded estimate: 0%) recovery for unsecured lenders in a hypothetical default. S&P said, "Our simulated default scenario contemplates a default by 2028, driven by a severe economic downturn and tighter consumer credit markets and an overall decline in the popularity of timeshares as a vacation alternative, substantially lowering demand for HGV's products. A default scenario could also reflect unanticipated challenges in integrating Bluegreen. We assume a period of illiquidity in the financial markets for timeshare securitizations and conduit facilities. "We value Hilton Grand Vacations as a going concern and assume a reorganization following default, using a 6x emergence EBITDA multiple to value the company." Simulated default assumptions -- Year of default: 2028 -- Emergence EBITDA: $509 million -- EBITDA multiple: 6x -- Revolving credit facility: 85% drawn Simplified waterfall -- Net recovery value for waterfall after administrative expenses (5%): $2.90 billion -- Obligor/non-obligor valuation split: 95%/5% -- Estimated senior secured debt claims: $3.93 billion -- Value available for senior secured debt claims (including 65% stock pledge from non-obligor group): $2.76 billion --Recovery expectation: 70%-90% (rounded estimate: 70%) -- Estimated unsecured debt and deficiency claims: $2.55 billion -- Value available for senior unsecured debt claims: $50.7 million --Recovery expectation: 0%-10% (rounded estimate: 0%) All debt amounts include six months of prepetition interest. HOLDINGS OF SOUTH: Seeks Cash Collateral Access ----------------------------------------------- Holdings of South Florida, Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, for authority to use cash collateral and provide adequate protection. The Debtor has financed its operations on a cash basis. The Debtor requires the use of cash collateral to fund all necessary operating expenses of the Debtor's business. The Debtor has 5 pre-petition merchant cash advances/lenders that have a lien on the Debtor's cash and receivables. Those lenders are Wynwood Capital Group, Quick Funding Group, Rowan Advance, LLC, Spartan Business Solutions, LLC and Mynt Advance, LLC. Further the Debtor has 3 floor-plan lenders with liens on the Debtor's fleet of vehicles and the Debtor's tangible and intangible assets including cash and receivables. Those lenders are U.S. Auto Credit Corporation, Kinetic Direct Funding, LLC, and Kar Global, Inc. d/b/a Open Lane. In addition, in the ordinary course of the Debtor's business, the Debtor sells notes receivable secured by motor vehicles under an agreement with Mid-Atlantic Finance Company, Inc. and other third parties. Mid-Atlantic maintains a lien on certain vehicle inventory, cash and receivable, and other personal property of the Debtor. The Debtor also has one business line of credit lender, PNC Bank, with a right to set-off on the Debtor's pre-petition operating Account. PNC Bank has frozen the Operating Account of the Debtor on January 5, 2024. Apart from the Cash Collateral Lenders, the Debtor also has several service providers which it struggles to remain current with, and other unsecured debt which it unable to pay. The Debtor primarily generates income from its auto sales. At the time of filing, the Debtor had a total balance of approximately $300 in its Operating Account with Truist Bank $10,883 in its Operating Account with Wells Fargo Bank, and $12,652 in its Operating Account with PNC Bank the business generates approximate gross receipts of $125,000 per month. The Debtor will use the cash collateral during the interim cash collateral period to pay normal business expenses, payroll, rent, utilities and otherwise maintain and protect its property. Adequate protection provided to the Cash Collateral Lenders includes a replacement lien on the Debtor's receivables and the Debtor's projected positive cash flow. A copy of the motion is available at https://urlcurt.com/u?l=og8APv from PacerMonitor.com. About Holdings of South Florida Inc. Holdings of South Florida Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00003) on January 2, 2024. In the petition signed by John Romberg, owner, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Jacob A. Brown oversees the case. Thomas Adam, Esq., at Thomas Adam, represents the Debtor as legal counsel. HORIZON KIDZ: Wins Cash Collateral Access on a Final Basis ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Horizon Kidz, LLC, a Nevada limited liability corporation, to use cash collateral on a final basis, in accordance with the budget. As previously reported by the Troubled Company Reporter, on February 15, 2018, 4R4 Sons entered into a Business Loan Agreement with Meadows Bank, Small Business Lending Division for the principal amount of $1.440 million. The Loan Agreement is secured by a note entered into with the Small Business Administration on February 15, 2018, and further secured by the UCC-1 filed with the Nevada Secretary of State by Meadows Bank on January 1, 2018, as document number 2018000536-4, and subsequently renewed on November 2, 2022, as document number 2022284157-1. Pursuant to the Loan Agreement and the Meadows Bank UCC, Meadows Bank was granted a security interest in all inventory, chattel paper, accounts, equipment, general intangibles, products and proceeds wherever located. Pursuant to the Note, payments on the principal and interest are to be made on a monthly basis in the amount of $13,090. Payments to Meadows Bank are current, and it is estimated that the principal amount owing to Meadows Bank is approximately $300,000. Meadows Bank has a perfected security interest in substantially all of the Debtor's personal property, including all accounts and personal property of the Debtor's non-debtor affiliates and parent corporation. Thus Meadows Bank is adequately protected and the Debtor believes that adequate monthly payments are not necessary in this circumstance. 4R4 Sons has continued to make its monthly obligations to Meadows Bank and is not delinquent in any of its obligations. A copy of the order is available at https://urlcurt.com/u?l=bhMDFk from PacerMonitor.com. About Horizon Kidz Horizon Kidz, LLC is a Nevada limited liability company that was formed on April 18, 2011. The Debtor is owned and controlled by 4R4 Sons, LLC, a Nevada limited liability company who is the sole owner and operator of several childcare centers in the Las Vegas area. The Debtor's business is located at 1475 W. Horizon Ridge, Suite 100, Henderson, Nevada. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-13890) on Sept. 7, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Hilary L. Barnes oversees the case. Zachariah Larson, Esq., at Larson & Zirzow, LLC represents the Debtor as legal counsel. HUDSON 888 HOLDCO: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Hudson 888 Holdco LLC 150 East 52nd Street Suite 8002 New York, NY 10022 Chapter 11 Petition Date: January 7, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-10022 Debtor's Counsel: Stephen B. Selbst, Esq. HERRICK FEINSTEIN LLP Two Park Avenue New York, NY 10016 Tel: 212-592-1400 Email: sselbst@herrick.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Sheng Zhang as chairman and CEO. 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/Y4J3KBQ/Hudson_888_Holdco_LLC_and_Hudson__nysbke-24-10022__0001.0.pdf?mcid=tGE4TAMA HUDSON 888 OWNER: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Hudson 888 Owner LLC 150 East 52nd Street Suite 8002 New York, NY 10022 Business Description: Hudson 888 Owner is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: January 7, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-10021 Debtor's Counsel: Stephen B. Selbst, Esq. HERRICK FEINSTEIN LLP Two Park Avenue New York, NY 10016 Tel: 212-592-1400 Email: sselbst@herrick.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by Sheng Zhang as chairman and CEO. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/R6TGS5Y/Hudson_888_Owner_LLC__nysbke-24-10021__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. RKF Retail Holdings LLC $109,502 75th Avenue, Ste 7 New York, NY 10175 2. FirstService Residential Property $108,346 Management Management 333 7th Avenue, 5th Floor New York, NY 10001 3. SMBC Capital Consulting $58,750 Markets Inc 277 Park Avenue, New York, NY 10172 4. Kassin Sabbagh Realty $53,394 1385 Broadway, 22nd Floor New York, NY 10018 5. Holland Knight LLP Legal Fees $50,350 1180 W Peachtree St. NW Suite 1800 Atlanta, GA 30309 6. Marcum LLP Consulting Fees $48,925 10 Melville Park Road Melville, NY 11747 7. Waverly Staging & Design Consulting $47,867 971 Ross Street Rahway, NJ 07065 8. ConEdison Utility Provider $41,005 700 E. 16th Street New York, NY 10009 9. IPFS of New York, LLC IPFS Insurance $30,707 A. Logan Insurance Premium PO Box 32144 New York, NY 10087 10. Wilkin Guttenplan Accounting $21,000 499 Seventh Advisors Avenue, 6th Floor New York, NY 10018 11. Wang Technology Consulting $16,470 42 Washington Road Princeton Junction, NJ 08550 12. QG Floral Landscape Consulting $14,160 154-10 Cross Island Parkway Whitestone, NY 11357 13. Richard Layton & Legal Fees $13,009 Finger P.A 920 North King Street Wilmington, DE 19801 14. NYC Environmental Water & $10,298 Protection Wastewater 290 Broadway New York, NY 10007 15. James F. Capalino Consulting $6,500 Associates 233 Broadway, Suite 710 New York, NY 10279 16. Saxe Doernberger & $6,000 Vita P.C. 35 Nutmeg Drive, Ste 140 Trumbull, CT 06611 17. United Reprographic $5,156 Services 48 West 38th Street New York, NY 10018 18. Regal Cleaning Vendor $4,948 8 Sagamore Hill Drive Port Washington, NY 11050 19. Wells Fargo Credit Card Credit Card, $3,507 Elite Card Payment Center Internet, TV 420 Montgomery Street and Phone San Francisco, CA 94104 20. Ernst & Young LLP Consulting $3,250 200 Plaza Drive Secaucus, NJ 07094 HUGOTON OPERATING: Lender Seeks to Prohibit Cash Collateral Access ------------------------------------------------------------------ First Service Bank asks the U.S. Bankruptcy Court for the Southern District of Mississippi to prohibit Hugoton Operating Company, Inc. from using cash collateral, or in the alternative, provide for adequate protection for the use of cash collateral. Although Hugoton Operating Company, Inc. guaranteed a $50 million loan borrowed by El Dorado Gas & Oil, Inc. and has granted FSB a security interest in most if not all of the assets of the Debtor, the Debtor has not given FSB notice of its Chapter 11 filing, has not listed FSB in its schedules and only recently has FSB learned of the Chapter 11 Case. FSB has not consented to the Debtor's use of cash collateral. Nor, despite this case having been on file since August 14, 2023, has the Debtor: (1) sought FSB's consent; (2) provided FSB with any proposed budget for the use of cash collateral; or (3) sought authority from the Court to use FSB's collateral without FSB's consent. As the Debtor continues to operate its business, the Debtor is using FSB's collateral in violation of the Bankruptcy Code. FSB has grave concerns regarding the Debtor's ability, under current management, to effectively manage its operations in a manner that comports with the Debtor's duties as a debtor-in-possession and maximizes the value of the Debtor's assets for the benefit of all creditors. On September 17, 2020, the Bank entered into a $50 million Term Loan Credit Agreement with the El Dorado Debtor as Borrower and the Debtor, World Aircraft, Inc. and Thomas Swarek as guarantors of the obligations. The El Dorado Debtor and Guarantors provided FSB with an extensive security interest which were promptly perfected by UCC-1s for each of the entities. Additionally, the El Dorado Debtor provided FSB with Deeds of Trust covering its assets in McMullen County, Texas and Brooks County, Texas and one or more of the Guarantors provided FSB with Deeds of Trust covering their assets in Brooks, Duvall, Hidalgo, Jim Hogg, Lavaca, Live Oak, Matagorda, McMullen, Nueces, Starr, Webb, Zapata, Zavala counties in Texas. Pursuant to the Pre-Petition Loan Documents, FSB holds a properly perfected security interest in all existing and hereinafter acquired or arising assets of Debtor and the proceeds thereof. The Debtor has not (i) paid employees, (ii) paid utilities, (iii) paid operating expenses and other essential vendors, or (iv) paid royalty interest holders, each of which are essential to the continued operations of the Debtor in order to maximize value for all creditors. The FSB's collateral is not "adequately protected" as the Debtor has not offered any type of adequate protection. The Debtor is not making periodic cash payments to FSB and has not offered replacement or additional liens. For FSB to evaluate whether to consent to the use of its cash collateral, FSB would need, but not limited to, (i) an accurate 13-week budget, (ii) an actual to variance comparison, (iii) confirmation that the Debtor is paying its employees, its utilities, and its royalty interest holders, among others, and (iv) reports regarding the status of all the Debtor's oil and gas wells. A copy of the motion is available at https://urlcurt.com/u?l=F5UdGr from PacerMonitor.com. About Hugoton Operating Company Hugoton Operating Company, Inc., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 23-51139) on Aug. 14, 2023, with as much as $50,000 in assets and $1 million to $10 million in liabilities. Judge Jamie A. Wilson oversees the case. Patrick Sheehan, Esq., at Sheehan & Ramsey, PLLC, is the Debtor's legal counsel. INPIXON: Enters Liquidating Trust Agreement With Grafiti, Trustee ----------------------------------------------------------------- Inpixon disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company entered into a Liquidating Trust Agreement with Grafiti Holding Inc., a British Columbia corporation and subsidiary of the Company, and the sole original trustee, who is a current employee of the Company. The Liquidating Trust Agreement provided for the distribution by the Company of its Grafiti Common Shares to a liquidating trust, titled the Grafiti Holding Inc. Liquidating Trust, which will hold the Grafiti Common Shares for the benefit of the Participating Securityholders until the Registration Statement is declared effective by the SEC. Promptly following the effective time of the Registration Statement, the Trust will deliver the Grafiti Common Shares to the Participating Securityholders, as beneficiaries of the Trust, pro rata in accordance with their ownership of shares or underlying shares of Common Stock as of the Record Date. The Trustees will be empowered to liquidate the Grafiti Common Shares and distribute the proceeds thereof to the Participating Securityholders if the Registration Statement is not declared effective prior to the second anniversary of the date of the Liquidating Trust Agreement. The Liquidating Trust Agreement provides that the Trust will terminate upon the earlier of (i) a termination required by the applicable laws of the State of Nevada, (ii) the delivery of the Grafiti Common Shares owned by the Company to the Participating Securityholders, or (iii) the expiration of a period of three years from Dec. 27, 2023; provided that the Trust shall not terminate pursuant to foregoing clause (iii) prior to the date the Trustees are permitted to make a final distribution of trust assets in accordance with the Liquidating Trust Agreement. The Company and Grafiti will indemnify each Trustee and each agent of the Trust and will advance expenses, defend and hold harmless from time to time against any and all losses, claims, costs, expenses and liabilities to which such indemnified parties may be subject by reason of such indemnified party's performance of its duties pursuant to the discretion, power and authority conferred on such person by the Liquidating Trust Agreement. On Oct. 23, 2023, Inpixon entered into a Separation and Distribution Agreement with Grafiti pursuant to which the Company was to complete a reorganization and then distribute to the Company's stockholders and holders of certain other securities of the Company as of a specified record date on a pro rata basis all of the outstanding common shares of Grafiti owned by the Company, subject to certain conditions in the Separation Agreement including the registration of the distribution of the Grafiti Common Shares to the Participating Securityholders pursuant to a registration statement under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended. Following the entry into the Separation Agreement, the Company transferred to Grafiti all of the outstanding shares of Inpixon Ltd., a United Kingdom limited company that operates the Company's SAVES line of business in the UK, such that Inpixon UK has become a wholly-owned subsidiary of Grafiti. In addition, as previously reported in its Current Report on Form 8-K filed with the SEC on Dec. 14, 2023, the board of directors of the Company established Dec. 27, 2023 as the record date for determining the Participating Securityholders entitled to the distribution of the Grafiti Common Shares owned by the Company. The Spin-Off is part of the Solutions Divestiture, as defined in the Agreement and Plan of Merger, dated as of July 24, 2023, among XTI Aircraft Company, the Company, and Superfly Merger Sub, Inc., which is a condition to consummating the merger transaction contemplated by the XTI Merger Agreement. As the Company does not expect the Registration Statement to become effective prior to the Outside Date (as defined in the XTI Merger Agreement), to facilitate the Solutions Divestiture, on the Record Date the Company distributed the Grafiti Common Shares owned by it by transferring such Grafiti Common Shares to a newly-created liquidating trust. Amendment of XTI Promissory Note As previously reported in the Company's Current Report on Form 8-K filed with the SEC on July 25, 2023, XTI issued a Senior Secured Promissory Note to the Company, dated July 24, 2023. On Dec. 30, 2023, the Company and XTI amended the XTI Note to revise the date "December 31, 2023" in the definition of Maturity Date to "January 30, 2024". About Inpixon Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) -- inpixon.com -- is an indoor data company and specializes in indoor intelligence. The company's Indoor Intelligence and industrial real-time location system (RTLS) solutions are leveraged by a multitude of industries to optimize operations, increase productivity, and enhance safety. Inpixon customers can take advantage of industry leading location awareness, analytics, sensor fusion, IIoT and the IoT to create exceptional experiences and to do good with indoor data. Inpixon reported a net loss of $66.3 million in 2022, a net loss of $70.13 million in 2021, a net loss of $29.21 million in 2020, a net loss of $33.98 million in 2019, and a net loss of $24.56 million in 2018. INPIXON: Extends Maxim At-The-Market Offering Until December 2024 ----------------------------------------------------------------- Inpixon disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Dec. 29, 2023, it entered into Amendment No. 2 to Equity Distribution Agreement with Maxim Group LLC, amending the Equity Distribution Agreement, dated as of July 22, 2022, between the Company and Maxim, as amended by Amendment No. 1 to the Original Agreement, dated as of June 13, 2023, between the Company and Maxim, pursuant to which the parties extended the term of the Equity Distribution Agreement until the earliest of (i) Dec. 31, 2024, (ii) the sale of shares of the Company's common stock, par value $0.001 per share, having an aggregate offering price equal to the Offering Size (as defined in the Equity Distribution Agreement), and (iii) the termination by either Maxim or the Company upon the provision of 15 days written notice or otherwise pursuant to the terms of the Equity Distribution Agreement. About Inpixon Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) -- inpixon.com -- is an indoor data company and specializes in indoor intelligence. The company's Indoor Intelligence and industrial real-time location system (RTLS) solutions are leveraged by a multitude of industries to optimize operations, increase productivity, and enhance safety. Inpixon customers can take advantage of industry leading location awareness, analytics, sensor fusion, IIoT and the IoT to create exceptional experiences and to do good with indoor data. Inpixon reported a net loss of $66.3 million in 2022, a net loss of $70.13 million in 2021, a net loss of $29.21 million in 2020, a net loss of $33.98 million in 2019, and a net loss of $24.56 million in 2018. INPIXON: Issues 17.5 Million Common Shares to 2 Noteholders ----------------------------------------------------------- Inpixon disclosed in a Form 8-K filed with the Securities and Exchange Commission that it issued 4,478,660 shares of Common Stock to the holder of that certain outstanding promissory note of the Company issued on July 22, 2022, at a price equal to $0.0556 per share, which is the Minimum Price as defined in Nasdaq Listing Rule 5635(d), in connection with the terms and conditions of an Exchange Agreement, dated Dec. 29, 2023, pursuant to which the Company and the holder agreed to (i) partition a new promissory note in the form of the July 2022 Note in the original principal amount of $249,013.52 and then cause the outstanding balance of the July 2022 Note to be reduced by $249,013.52; and (ii) exchange the partitioned note for the delivery of the July 2022 Note Exchange Common Shares. The Company issued 13,000,000 shares of Common Stock to the holder of that certain outstanding promissory note of the Company issued on Dec. 30, 2022, at a price equal to $0.0556 per share, which is the Minimum Price as defined in Nasdaq Listing Rule 5635(d), in connection with the terms and conditions of an Exchange Agreement, dated Dec. 29, 2023, pursuant to which the Company and the holder agreed to (i) partition a new promissory note in the form of the December 2022 Note in the original principal amount of $722,800 and then cause the outstanding balance of the December 2022 Note to be reduced by $722,800; and (ii) exchange the partitioned note for the delivery of the December 2022 Note Exchange Common Shares. The offer and sale of the Exchange Common Shares was not registered under the Securities Act, in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act, in that (a) the Exchange Common Shares were issued in exchanges for partitioned notes which are other outstanding securities of the Company; (b) there was no additional consideration of value delivered by the holder in connection with the exchanges; and (c) there were no commissions or other remuneration paid by the Company in connection with the exchanges. As of Jan. 3, 2024, the Company had 194,298,358 shares of Common Stock outstanding. About Inpixon Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) -- inpixon.com -- is an indoor data company and specializes in indoor intelligence. The company's Indoor Intelligence and industrial real-time location system (RTLS) solutions are leveraged by a multitude of industries to optimize operations, increase productivity, and enhance safety. Inpixon customers can take advantage of industry leading location awareness, analytics, sensor fusion, IIoT and the IoT to create exceptional experiences and to do good with indoor data. Inpixon reported a net loss of $66.3 million in 2022, a net loss of $70.13 million in 2021, a net loss of $29.21 million in 2020, a net loss of $33.98 million in 2019, and a net loss of $24.56 million in 2018. INSPIREMD INC: Grants Stock Option Awards to EVP of U.S. Business ----------------------------------------------------------------- InspireMD, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register 138,460 shares of restricted stock and 46,150 shares of common stock issuable pursuant to stock option awards granted to Pete Ligotti on Jan. 2, 2024 to induce him to accept employment as the Executive Vice President, General Manager of U.S. Business of the Company. The Inducement Grant is generally subject to the terms and conditions of the Company's Plan but are not charged to the Plan's share reserve. As such, the Inducement Grant is part of a separate plan that has not been approved by stockholders. The Inducement Grant was granted as an inducement material to Mr. Ligotti entering into employment with the Company in accordance with the "inducement" grant exception under Nasdaq Listing Rule 5635(c)(4). The Inducement Grant is unvested and unexercisable as of the date of the Registration Statement. About InspireMD Headquartered in Tel Aviv, Israel, InspireMD, Inc. -- http://www.inspiremd.com-- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. InspireMD reported a net loss of $18.49 million for the year ended Dec. 31, 2022, compared to a net loss of $14.92 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $24.65 million in total assets, $7.26 million in total liabilities, and $17.39 million in total equity. Tel-Aviv, Israel-based Kesselman&Kesselman, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered recurring losses from operations and cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. INTERGALACTIC THERAPEUTICS: Taps Morgan Lewis as Patent Counsel --------------------------------------------------------------- Intergalactic Therapeutics Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Morgan Lewis & Bockius LLP as its special patent counsel. The firm's services include: a. advising the Debtor with respect to its portfolio of patents and patent applications; b. preparing and submitting any filings and fees necessary to maintain registration of the patents and pendency of the patent applications, including instructing local agents across the world where the Debtor has pending patent applications to do the same; c. advising the Debtor and assisting the bankruptcy counsel in connection with the sale of the Debtor's assets, as it may relate to the transfer of rights in the Debtor's intellectual property; d. attending meetings with third parties and participating in negotiations with respect to the above matters, as necessary; e. appearing before the Court, any district or appellate court, and the Office of the United States Trustee for the District of Massachusetts with respect to the above matters, to the extent requested by the Debtor; and f. performing all other legal services and providing all other legal advice requested by the Debtor with respect to the above matters. The firm will be paid at these rates: Partners $995 to $1,885 Of Counsel $955 to $1,195 Associates $690 to $985 Paraprofessionals $200 to $575 Mark Hayman, Esq., a partner at Morgan, Lewis & Bockius, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark Hayman, Esq. MORGAN, LEWIS & BOCKIUS LLP One Federal St. Boston, MA 02110-1726 Telephone: (617) 951-8440 Facsimile: (617) 951-8736 Email: mark.hayman@morganlewis.com About Intergalactic Therapeutics Intergalactic Therapeutics Inc. -- https://www.intergalactic-tx.com -- is a company specializing in developing non-viral gene therapies based in Cambridge, MA. Intergalactic uses synthetic biology and engineered gene circuits to make covalently closed and circular DNA ("C3DNA") molecules designed to provide a potentially safer and more effective solution for patients. Intergalactic Therapeutics sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-41067) on Dec. 19, 2023. In the petition filed by Charles Allen, as president, secretary, and treasurer, the Debtor reported assets between $100,000 and $500,000 and liabilities between $10 million and $50 million. The Debtor tapped Murphy & King, P.C., as counsel, and Verdolino & Lowey, P.C., as financial advisor. INVERSIONES LATIN: Wins Cash Collateral Access on Final Basis ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Inversiones Latin America Power Ltda and affiliates to use cash collateral on a final basis in accordance with the budget, through the Termination Date. Each of the Debtors are party to the Indenture, dated as of June 15, 2021, by and among Inversiones Latin America Power Limitada, as Issuer, and San Juan S.A. and Norvind S.A. as Guarantors, and UMB Bank, N.A., as successor to Citibank, N.A. as Trustee, Offshore Collateral Agent, Registrar, Transfer Agent and Paying Agent, providing for the issuance of up to $403.090 million of 5.125% Senior Secured Notes due 2033. Each of the Debtors are party to the Credit Agreement, dated as of June 15, 2021, by and among ILAP, as Borrower, San Juan and Norvind, as Guarantors, Citibank, N.A., as Administrative Agent, and the lenders party thereto, pursuant to which ILAP was permitted to request an issuance of letters of credit up to an aggregate principal amount of $21 million. Each of the Debtors are party to the Security and Depositary Agreement, dated as of June 15, 2021, by and among ILAP, as Company, San Juan and Norvind, as Guarantors, Citibank, N.A., as Trustee under the Indenture, Citibank, N.A., as Administrative Agent under the Credit Agreement, Citibank, N.A., not in its individual capacity but solely as offshore collateral agent for the Secured Parties as appointed thereunder, Citibank N.A., as offshore depositary bank, Banco de Chile, not in its individual capacity but solely as onshore collateral agent for the Secured Parties, as appointed under the Chilean Collateral Agency Agreement, Banco de Chile, as onshore depositary bank, and Citibank, N.A., as Intercreditor Agent, as appointed thereunder. As of the Petition Date, the Debtors were indebted to the Secured Parties, in the principal amounts of not less than $391.23 million pursuant to the Indenture and $17.5 million, pursuant to the Credit Agreement; plus accrued and unpaid interest thereon and any additional fees, costs and expenses. The Termination Date is one business day after expiry of the Remedies Notice Period, unless otherwise ordered by the Bankruptcy Court. The events that constitute a Termination Event include: (a) The use of cash collateral for any purpose not authorized by the Interim Order or in excess of the limitations set forth in the Final Order; (b) Appointment of a Chapter 11 trustee or the appointment of an examiner, receiver, interim receiver or manager, or responsible officer with expanded powers; (c) Conversion of one or more of the Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code; and (d) One or more of the Chapter 11 Cases are dismissed. The Debtor requires the use of cash collateral to, among other things, (a) meet working capital and business operating needs, (b) fund the administration of the Chapter 11 Cases, and (c) enable the Debtors to pursue (and to the extent confirmed by the Court, effectuate the terms and provisions of) confirmation of the Plan. To the extent of any Diminution in Value of the Secured Parties' interests in the Prepetition Collateral, the Debtors have agreed to provide the Secured Parties, pursuant to 11 U.S.C. Sections 361 and 363(e), adequate protection of their interests in the Prepetition Collateral. As adequate protection for Diminution in Value of their interests in the Prepetition Collateral, the Debtors are authorized to grant the Trustee, for the benefit of itself and each of the Noteholders, and the Administrative Agent, for the benefit of itself and each of the Lenders, additional and replacement continuing, valid, binding, enforceable, non-avoidable, and automatically perfected postpetition security interests in and liens on each Debtor's presently owned or hereafter acquired property and assets. As further adequate protection for any Diminution in Value, the Secured Parties are granted, as and to the extent provided by 11 U.S.C. Sections 503(b), 507(a), and 507(b), an allowed superpriority administrative expense claim in the Chapter 11 Cases and any Successor Cases, which Adequate Protection Superpriority Claim will be an allowed claim against each of the Debtors (jointly and severally), with priority over any and all administrative expenses and all other claims against the Debtors now existing or hereafter arising, of any kind specified in 11 U.S.C. Section 503(b), and all other administrative expenses or other claims arising under any other provision of the Bankruptcy Code. At all times the Debtors will maintain casualty and loss insurance coverage for the Prepetition Collateral on substantially the same basis as maintained prior to the Petition Date. A copy of the order is available at https://urlcurt.com/u?l=Itafuh from PacerMonitor.com. 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. IVANTI SOFTWARE: $545MM Bank Debt Trades at 19% Discount -------------------------------------------------------- Participations in a syndicated loan under which Ivanti Software Inc is a borrower were trading in the secondary market around 81.2 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $545 million facility is a Term loan that is scheduled to mature on December 1, 2028. The amount is fully drawn and outstanding. Ivanti Software, Inc. provides information technology services. The Company offers IT asset management, security, endpoint, and supply chain solutions. KBS REAL ESTATE: Extends Maturity of BofA Loan to Feb. 6 -------------------------------------------------------- KBS Real Estate Investment Trust III disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on December 29, 2023, the trust, through its indirect wholly owned subsidiaries, entered into a third loan modification and extension agreement with Bank of America, N.A. and certain lenders effective as of December 22, 2023. Pursuant to the Third Extension Agreement, Bank of America and the lenders agreed to extend the maturity of the Amended and Restated Portfolio Loan Facility to February 6, 2024, and that any default that may have occurred under the facility or under any related loan document by virtue of the loan not being repaid on any prior maturity date was waived. As previously reported, on November 3, 2021, certain of "KBS REIT III's indirect wholly owned subsidiaries, entered into a two-year loan agreement with Bank of America, as administrative agent; BofA Securities, Inc., Wells Fargo Securities, LLC and Capital One, National Association as joint lead arrangers and joint book runners; Wells Fargo Bank, N.A., as syndication agent; and each of the financial institutions signatory thereto as lenders. The current lenders under the Amended and Restated Portfolio Loan Facility are Bank of America, N.A.; Wells Fargo Bank, National Association; U.S. Bank, National Association; Capital One, National Association; PNC Bank, National Association; Regions Bank; and Zions Bankcorporation, N.A., DBA California Bank & Trust. The Amended and Restated Portfolio Loan Facility is secured by 60 South Sixth, Preston Commons, Sterling Plaza, Towers at Emeryville, Ten Almaden and Town Center. On December 22, 2023, the Amended and Restated Portfolio Loan Facility matured without repayment. The aggregate outstanding principal balance of the Amended and Restated Portfolio Loan Facility was approximately $606.3 million as of December 22, 2023. On December 29, 2023, KBS REIT III, through the Amended and Restated Portfolio Loan Facility Borrowers, entered into a third loan modification and extension agreement with the Agent and the Portfolio Loan Lenders effective as of December 22, 2023. Pursuant to the Third Extension Agreement, the Agent and Portfolio Loan Lenders agreed to extend the maturity of the facility to February 6, 2024, and that any default that may have occurred under the Amended and Restated Portfolio Loan Facility or under any related loan document by virtue of the loan not being repaid on any prior maturity date was waived. The Third Extension Agreement provides that 100% of excess cash flow from the Properties be deposited monthly into a cash collateral account. Funds may not be withdrawn from the Cash Sweep Collateral Account without the prior written consent of the Agent, and upon certain events, the Agent has the right to withdraw funds from the Cash Sweep Collateral Account and apply such funds to any due and payable obligations of the Amended and Restated Portfolio Loan Facility Borrowers or to pay certain costs and expenses related to the Properties. Excess Cash Flow for any calendar month means an amount equal to (a) gross revenues of the Amended and Restated Portfolio Loan Facility Borrowers from the Properties less (b) an amount equal to (i) operating expenses of the Properties paid by the Amended and Restated Portfolio Loan Facility Borrowers as reasonably approved by the Agent, plus (ii) principal and interest paid with respect to the Amended and Restated Portfolio Loan Facility, plus (iii) a limited amount of REIT-level general and administrative expenses allocated to the Properties, plus (iv) asset management fees to KBS REIT III's external advisor in an amount not to exceed 0.75% of the cost basis of the Properties per annum, plus (v) any required payments under any permitted interest rate swap protection agreements entered into by the Amended and Restated Portfolio Loan Facility Borrowers. In addition, the Third Extension Agreement required that the Amended and Restated Portfolio Loan Facility Borrowers make a principal paydown on the loan in the amount of $5.0 million, and the aggregate commitment under the Amended and Restated Portfolio Loan Facility was permanently reduced by that amount. The aggregate outstanding principal balance of the Amended and Restated Portfolio Loan Facility was approximately $601.3 million after the $5.0 million principal paydown. The Amended and Restated Portfolio Loan Facility Borrowers also agreed to pay the Portfolio Loan Lenders a non-refundable fee in the amount of $1.4 million and certain fees, commissions and costs incurred by the Agent and its counsel in connection with the Third Extension Agreement. KBS REIT III has been and continues to be proactively and productively engaged in discussions with the Portfolio Loan Lenders regarding a potential restructure and modification of the Amended and Restated Portfolio Loan Facility that would include, among other modifications, a longer-term extension of the maturity date. KBS REIT III can give no assurance that a longer-term extension agreement will ultimately be completed. 201 Spear Street Mortgage Loan As previously disclosed in KBS REIT III's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023, KBS REIT III's indirect wholly owned subsidiary that is the borrower on the 201 Spear Street Mortgage Loan (the "Spear Street Borrower") defaulted on such loan as a result of failure to pay in full the entire November 2023 monthly interest payment, resulting in an event of default on the loan on November 14, 2023. The 201 Spear Street property is currently valued at substantially less than the outstanding debt of $125.0 million. As of November 15, 2023, interest on the loan began to accrue at the default interest rate of the lesser of (i) the maximum rate allowed by law or (ii) 5.0% plus the greater of (a) one-month term SOFR plus 1.45% or (b) the Prime Rate as determined on the first business day of the month in which the event of default occurred and the first business day of every month thereafter. Additionally, late charges may apply in the amount of the lesser of (i) 4.0% of each late payment or (ii) the maximum amount allowed by law. On December 29, 2023, the Spear Street Borrower and the lender of the 201 Spear Street Mortgage Loan (the "Spear Street Lender") entered a deed-in-lieu of foreclosure transaction (the "Deed-in-Lieu Transaction"). Pursuant to the Deed-in-Lieu Transaction, the Spear Street Lender has the right to transfer title to the 201 Spear Street property to itself or its designee for up to a six-month period ending June 15, 2024. In connection with the transfer of title, the Spear Street Lender (and any buyer of the loan) agrees not to pursue the Spear Street Borrower or KBS REIT III or their respective affiliates for claims arising from the 201 Spear Street Mortgage Loan, unless certain triggering events occur before November 30, 2025. Such triggering events include, among others, bankruptcy, insolvency or other such similar proceedings. The Spear Street Lender also agrees to release the Spear Street Borrower and KBS REIT III and their respective affiliates from all liability under the 201 Spear Street Mortgage Loan other than the obligation of the Spear Street Borrower to repay the loan and other similar liabilities, with recourse solely to the collateral, provided no bankruptcy, insolvency or other similar proceedings occur with respect to the Spear Street Borrower or KBS REIT III prior to November 30, 2025. The Spear Street Lender has informed KBS REIT III that they expect to effect the transfer of title of the 201 Spear Street property to a third-party buyer of the 201 Spear Street Mortgage Loan in January 2024; however, KBS REIT III can give no assurance that the Spear Street Lender will effect the transfer of the 201 Spear Street property. As a consequence of the event of default on the 201 Spear Street Mortgage Loan, obligations of other of KBS REIT III's wholly owned subsidiaries that are borrowers under other outstanding indebtedness in an aggregate amount of $649.5 million may arise, increase or be accelerated pursuant to provisions under those loan documents. About KBS Real Estate Investment Trust III Newport Beach, Calif.-based KBS Real Estate Investment Trust III, Inc. was formed on December 22, 2009, as a Maryland corporation that elected to be taxed as a real estate investment trust ("REIT") beginning with the taxable year ended December 31, 2011, and it intends to continue to operate in such manner. All of the Company's business is conducted through KBS Limited Partnership III (the "Operating Partnership"), a Delaware limited partnership. The Company is the sole general partner of and owns a 0.1% partnership interest in the Operating Partnership. KBS REIT Holdings III LLC ("REIT Holdings III"), the limited partner of the Operating Partnership, owns the remaining 99.9% interest in the Operating Partnership and is its sole limited partner. The Company is the sole member and manager of REIT Holdings III. As of September 30, 2023, KBS had $2.15 billion in total assets and $1.85 billion in total liabilities. In a Form 8-K Report filed with the U.S. Securities and Exchange Commission, KBS disclosed that there is substantial doubt about its ability to continue as a going concern for at least 12 months from November 14, 2023. KBS said the ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office buildings, continues to be one of the most significant risks and uncertainties the Company faces. KNOTTY NUFF: Robert Goe Named Subchapter V Trustee -------------------------------------------------- The U.S. Trustee for Region 16 appointed Robert Goe, Esq., a practicing attorney in Irvine, Calif., as Subchapter V trustee for Knotty Nuff Wood, Inc. Mr. Goe will be paid an hourly fee of $545 for his services as Subchapter V trustee while his case administrator, Arthur Johnston, will be paid an hourly fee of $195. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Mr. Goe 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 P. Goe, Esq. 17701 Cowan Building D, Suite 210 Irvine, CA 92614 Telephone: (949) 798-2460 Facsimile: (949) 955-9437 Email: bktrustee@goeforlaw.com About Knotty Nuff Wood Knotty Nuff Wood, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12759) on December 29, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Ryan Aguire, chief executive officer, signed the petition. Judge Theodor Albert oversees the case. Misty Perry Isaacson, Esq., at Pagler and Perry Isaacson represents the Debtor as legal counsel. LARGO MEZZ: Lender Separan Largo Sets Feb. 20 Auction ----------------------------------------------------- In accordance with applicable provisions of the Uniform Commercial Code as enacted in the State of Illinois, Saperan Largo Mezz LLC ("secured party") will offer for sale at public auction 100% of the membership interests in Largo Senior Living LLC ("mortgage borrower"), which membership interest are currently owned by Largo Mezz LLC ("Debtor"). Mortgage borrower, in turns, owns the real property located at 360, 400 and 450 Sky Bridge Drive, Upper Marlboro, Maryland 20774. The public auction will be held on Feb. 20, 2024, at 3:30 p.m. (EST), by remote auction via Zoom, full meeting link: https://us06web.zoom.us/j/88188892287?pwd=2qhTedL6Fog7NbTFnPTCoDQn0HaBxw.1, shortened meeting link: https://bit.ly/LargoUCC, meeting ID: 881 8889 2287, Password: 093838, and collateral will be sold to the highest qualified bidder; provided, however, that the secured party reserves the right to cancel the sale in its entirety, or to adjourn the sale to a future date. The sale will be conducted by Thomas Tumbleson of Tumbleson Auction Company. Interested parties must contact the broker for the secured party c/o Brock Cannon at Newmark, 125 Park Avenue, new York, New York 10017, (212) 372-2066, brock.cannon@nmrk.com, in order to obtain a copy of the terms of sale and information regarding bidding instructions. LEBANON PLATINUM: Court OKs Cash Collateral Access Thru Jan 12 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Tennessee authorized Lebanon Platinum, LLC and affiliates to use cash collateral on an interim basis, in accordance with the budget, through January 12, 2024. The court said on or before January 5, 2024, the applicable insider(s) of the Debtors will make the previously agreed-upon cash infusion of $266,096 to the Debtors. As previously reported by the Troubled Company Reporter, the Debtors were not required to pay any adequate protection payments to Summit Bridge National Franchising, LLC or any other creditor during the Cash Use Period. However, SummitBridge reserves all rights that it may have to collect adequate protection payments to the extent the Debtors agreed to provide such payments for interim cash use from the Petition Date through October 18, 2023, and the Debtors reserve all rights to object to SummitBridge's entitlement to such payments. In accordance with 11 U.S.C. Section 361(2), and in addition to the continuing post-petition security interest of Summit Bridge pursuant to 11 U.S.C. Section 552(b), as adequate protection of SummitBridge's interest in the cash collateral, SummitBridge was granted continuing replacement like-kind liens in all of the Debtors' cash collateral securing the indebtedness owing to SummitBridge in the same priority and in the same nature, extent, and validity as such liens existed pre-petition. The Replacement Liens will be supplemental to the existing security interests and liens of SummitBridge on the cash collateral. To the extent that the Replacement Liens prove inadequate to protect SummitBridge's interest in the cash collateral from a demonstrated diminution in the value of the cash collateral from the Petition Date, then SummitBridge was granted an administrative expense claim under 11 U.S.C. Section 503(b) with priority in payment under 11 U.S.C. Section 507(b). A continued hearing on the matter is set for January 10, 2024 at 2 p.m. A copy of the court's order is available at https://urlcurt.com/u?l=32XvHv from PacerMonitor.com. About Lebanon Platinum Lebanon Platinum, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-03592) on Sept. 29, 2023, with up to $50,000 in assets and up to $10 million in liabilities. Mitch Patel, manager, signed the petition. Judge Charles M. Walker oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC serves as the Debtor's legal counsel. LEXFIT LLC: Unsecureds to Get Share of Income for 5 Years --------------------------------------------------------- LexFit, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Kentucky a Small Business Plan of Reorganization under Subchapter V dated January 4, 2024. Prior to COVID closures, Debtor owned and operated a class-based boxing gym studio on Malibu Drive in Lexington. Kentucky. The business was closed in March 2020 due to COVID mandated government directives. The Plan provides that the Debtor will restart operations in January 2024 by consulting about and coordinating personal training services at five diverse locations in 2024 and then adding two additional locations in 2025. The Debtor's business model does not require it to own or rent facilities, or to employ trainers, but it assists in establishing and managing such services at high-end hotel or spa locations. The plan provides for separate classification of secured debts, guaranteed unsecured debts, unsecured debts and insider debts in order to preserve the rights of secured creditors and devote the Debtors' disposable income for a five-year period to payment of unsecured debts to the greatest extent possible. The Class 4 Claim shall consist of the unsecured claim of Bond Street in the disputed amount of $1,426,163.73 [Claim No. 6]. The claim of Bond Street is classified separately from other unsecured claims in the case as it is partially guaranteed by two of the members of the Debtor who have filed claims asserting indemnity against the Debtor. In order to minimize the potential indemnity claims of its members and permit them to focus on operating the Reorganized Debtor, in full satisfaction of Bond Street Claim, it shall be paid monthly payments of ($4,583.33) per month for the initial 12 months of the Plan ($55,000), ($6,416.67) per month for months 13-24, of the Plan ($77,000), $7,000.00 per month for months 25-36 of the Plan ($84,000), $7500 per month for the months 37-48 of the Plan ($90,000), and $8,000.00 per month for the months 49-60 ($96,000). Payments under the Plan shall first be applied to any unpaid Base Rent owed by Debtor to Bond Street for the period from January, 2020 to July 11, 2022, then thereafter applied to any other sums of interest and attorney fees which are or may be due under the Guaranty of Bond Street's Leases with Debtor dated July 1, 2019. In the event the Debtor has not paid Bond Street the sum of $400,000.00 as of the last payment in the 60th month of the Plan, the members of the Debtor which have partially guaranteed the Bond Street Claim shall pay Bond Street the full amount of any difference between the amounts actually paid by the Debtor and the $400,000 due under the Plan on or before the end of the 60th month after Confirmation. Class 5 consists of Allowed Unsecured Claims. After making the payments for Creditors in Classes 1 and 4, each holder of an Allowed Claim in Class 5 shall receive a distribution equal to its pro rata share of 100% of the Reorganized Debtor's Disposable Income for a period of 5 years post-Confirmation after satisfaction of any Allowed Administrative, Secured and Priority Tax Claims. As a result of the treatment of the Class 4 Claim, the Debtor does not anticipate any Disposable Income will be available to Class 5 creditors until the last year of the Plan. However, Disposable Income for each year shall be determined and reported to Class 5 creditors. Any distributions made to the Class 5 Claims shall be made on or before March 31, 2029. Class 6 consists of Allowed Unsecured Indemnity Claims. The Class 6 Claims shall consist of the unsecured claims of the Debtors' members [Claim Nos. 7, 8, 21, 22 and 23] with respect to obligations guaranteed or otherwise payable by such members. To the extent any member expends funds during the life of the Plan in order to satisfy a claim against the Debtor, such member shall have a Class 5 claim for such amount, to be paid pro rata with other Class 5 claimants. The Class 6 Claims are Impaired. Class 7 consists of the membership interests in the Debtor, which are held by Royce Pulliam, Tomi Anne Pulliam and Len C. DeVary. Each member will retain all rights and privileges associated with their membership interests after confirmation of the Plan; provided, however, that the Debtor shall not make any distributions to members, nor issue any additional interests to the members, while the Plan is in effect. The Class 7 Interests are Impaired. The Plan will be funded by revenues from the Debtor's operations. The Debtor provides a service to existing spa locations by enabling them to provide individual personal training to their members. The Debtor will arrange for staffing, marketing plans and management of the personal training services using independent contractors. The Debtor's business model provides for initial deposits from clients along with a multi-year agreement to provide the personal training services using the customer's facilities, equipment and equipment available to the Debtor. A full-text copy of the Plan of Reorganization dated January 4, 2024 is available at https://urlcurt.com/u?l=aLWJGr from PacerMonitor.com at no charge. Debtor's Counsel: Dean A. Langdon, Esq. DELCOTTO LAW GROUP PLLC 200 North Upper St. Lexington, KY 40507 Tel: (859) 231-5800 Fax: (859) 281-1179 About LexFit LLC The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ky. 23-51167) on October 5, 2023, with $0 to $50,000 in assets and $1 million to $10 million in liabilities. Royce G. Pulliam, member, signed the petition. Judge Gregory R. Schaaf oversees the case. Dean A. Langdon, Esq. of DELCOTTO LAW GROUP PLLC represents the Debtor as legal counsel. LIFE CONDUIT: Case Summary & Three Unsecured Creditors ------------------------------------------------------ Debtor: Life Conduit, LLC 14835 West Colonial Dr. Winter Garden, FL 34787 Chapter 11 Petition Date: January 8, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-00078 Judge: Hon. Tiffany P. Geyer Debtor's Counsel: Daniel A. Velasquez, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: dvelasquez@lathamluna.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dr. Wendi K. Wardlaw as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/U6DLB3I/Life_Conduit_LLC__flmbke-24-00078__0001.0.pdf?mcid=tGE4TAMA LOCAL GYM: Seeks to Hire Michael Familetti as Legal Counsel ----------------------------------------------------------- The Local Gym, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Michael Familetti, Esq., an attorney practicing in Marietta, Ga., to handle its Chapter 11 case. Mr. Familetti will be paid at his hourly rate of $250. The attorney disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Michael Familetti, Esq. Familetti Law Firm 142 S. Park Square Marietta GA 30060 Tel: (770) 794-8005 Email: familettilaw@gmail.com About The Local Gym, LLC The Local Gym, LLC is a membership-based gym located in Paulding County, Georgia. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-41899) on December 22, 2023. In the petition signed by Bryan Wetzel, manager, the Debtor disclosed up to $50,000 in both assets and liabilities. Michael Familetti, Esq., at Familetti Law Firm, represents the Debtor as legal counsel. LUCKY RABBIT: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- Lucky Rabbit, LLC d/b/ Misuta Chow's asks the U.S. Bankruptcy Court for the Western District of New York for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay its ongoing operating costs and payroll obligations. As of the Petition Date, Lucky Rabbit was indebted to the following who hold or may claim an interest in cash collateral: a. Five Star Bank N.A. in the amount of approximately $62,403, the exact amount of which is subject to review by Lucky Rabbit, the U.S. Trustee, or any other party in interest. The Prepetition Five Star Indebtedness represents a term loan account. Lucky Rabbit submits that Five Star Bank currently holds a valid and perfected first lien against all of Lucky Rabbit's personal property, including all proceeds, as evidenced by that certain UCC-1 Financing Statement filed on or about February 12, 2018 with the New York State Department of State. b. Snap Advances in the amount of approximately $105,805, the exact amount of which is subject to review by Lucky Rabbit, the U.S. Trustee, or any other party in interest. The Prepetition Snap Credit Indebtedness represents a purported sale of receivables. Snap Advances may claim, subject to objection by Lucky Rabbit, the U.S. Trustee, or any other party in interest, that Snap Advances currently holds a valid and perfected second lien against Lucky Rabbit's accounts receivable, cash and accounts, pursuant to a certain UCC-1 Financing Statement filed on or about April 24, 2019 under the name of DLR Inc. with the New York State Department of State. c. New York State Department of Taxation and Finance, the exact amount of which is subject to review by Lucky Rabbit, the U.S. Trustee, or any other party in interest. The Prepetition NY Tax Department Indebtedness represents unpaid sales taxes incurred 2020-23. Lucky Rabbit submits that the NYS Tax Dept. currently holds a valid and perfected second lien against all of Lucky Day's personal property, including all proceeds, as evidenced by those certain tax warrants filed between September 18, 2019 – December 6, 2023 in the Erie County Clerk's Office and corresponding warrants filed with the New York State Department of State. The Debtor owns no real property. The Debtor estimates that the total value of its personal property, including cash in accounts, at an orderly liquidation would be approximately $45,000. The Debtor does not dispute the validity and extent of the Prepetition Five Star Lien held by Five Star Bank, in the Debtor's cash proceeds, nor that the Prepetition Five Star Indebtedness in the aggregate totals approximately $62,403 – an amount substantially in excess of the overall orderly liquidation value of all of the Debtor's Personal Property Assets. It is evident that and the Debtor submits that the claims held by Snap Advances and the NY Tax Dept are wholly unsecured as to value and the Debtor anticipates that to the extent that claim of Snap Advance is allowed, it will be allowed only as unsecured claims pursuant to 11 U.S.C. Section 506 and that the claim of the NY Tax Dept will be allowed as an unsecured priority claim pursuant to 11 U.S.C. Section 507(a)(8). Five Star will further be provided Adequate Protection in the form of monthly cash payments in an amount equal to $500 per week. A copy of the motion is available at https://urlcurt.com/u?l=itHNdt from PacerMonitor.com. About Lucky Rabbit Lucky Rabbit, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 20-10406) on March 10, 2020. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. Judge Carl L. Bucki oversees the case. Baumeister Denz, LLP, is the Debtor's legal counsel. MALLINCKRODT: Calamos CSQ Marks $1.1M Loan at 24% Off ----------------------------------------------------- Calamos Strategic Total Return Fund (Ticker: CSQ) has marked its $1,118.060 loan extended to Mallinckrodt International Finance, SA to market at $851,901 or 76% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in Calamos' Form N-CSR report for the fiscal year ended October 31, 2023, filed with the Securities and Exchange Commission. CSQ is a participant in a bank loan to Mallinckrodt International Finance, SA The loan accrues interest at a rate of 12.703% (1 mo. SOFR + 7.25%) per annum. The loan matures on September 30, 2027. Calamos provides closed-end funds that use a diversified blend of convertible securities, equities, fixed income, and alternative investments across innovative investment strategies to support competitive distributions throughout a market cycle. CSQ is a total-return-oriented offering that seeks to provide a steady stream of income paid out monthly. It invests in a diversified portfolio of equities, convertible securities and high-yield bonds. The allocation to each asset class is dynamic and reflects its view of the economic landscape and the potential of individual securities to contribute to the portfolio. By using the asset classes in combination, it believes the Fund can be optimally positioned to generate capital gains and income over the long term. This broader range of security types also provides CSQ with increased opportunities to manage the risk and reward characteristics of the portfolio over full market cycles. Through this approach, it seeks to offer investors an attractive monthly distribution and equity participation. About Mallinckrodt plc Mallinckrodt plc — http://www.mallinckrodt.com/— is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. Areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt in mid-June 2022 successfully completed its reorganization process, emerged from Chapter 11 and completed the Irish Examinership proceedings. Mallinckrodt Plc said in a regulatory filing in early June 2023 that it was considering a second bankruptcy filing and other options after its lenders raised concerns over an upcoming $200 million payment related to opioid-related litigation. Mallinckrodt plc and certain of its affiliates again sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-11258) on Aug. 28, 2023. Mallinckrodt disclosed $5,106,900,000 in assets and $3,512,000,000 in liabilities as of June 30, 2023. Judge John T. Dorsey oversees the new cases. In the prior Chapter 11 cases, the Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray, LLP as litigation counsel; Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP, as restructuring advisor. In the new Chapter 11 cases, the Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A., as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Guggenheim Securities, LLC, as investment banker; and AlixPartners, LLP, as restructuring advisor. Kroll is the claims agent. Davis Polk advised an ad hoc group of holders of first-lien notes due 2025. Certain members of the ad hoc group are also lenders under a DIP term loan facility. * * * On Oct. 10, 2023, the bankruptcy court confirmed Mallinckrodt's plan of reorganization. On Nov. 14, 2023, Mallinckrodt disclosed it has completed its financial restructuring, emerged from Chapter 11 following an expedited court-supervised process, and completed the Irish Examinership Proceedings. Mallinckrodt reduced its total funded debt by approximately $1.9 billion. The Company also satisfied its obligations to the Opioid Master Disbursement Trust II on terms agreed with the Trust, including through a $250 million payment made to the Trust prior to the Chapter 11 filing, among other consideration. As contemplated by Mallinckrodt's plan of reorganization, ownership of the business transitioned to the Company's creditors and all of the Company's outstanding ordinary shares were extinguished at emergence. MARINE ELECTRIC: Hires McManimon Scotland as Special Counsel ------------------------------------------------------------ Marine Electric Systems Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ McManimon, Scotland & Baumann, LLC as its special counsel. The firm's services include: a. representing the Debtor in connection with the Motion to Appoint a Chapter 11 Trustee; b. advising the Debtor with respect to the power, duties, and responsibilities in the continued management of its financial affairs as a debtor, including the rights and remedies of the debtor-in-possession with respect to its assets and claims of creditors; c. advising the Debtor with respect to preparing and obtaining approval of a disclosure statement and plan of reorganization, if the Debtor desires to stay in a bankruptcy; d. preparing on behalf of the Debtor, as necessary, applications, motions, complaints, answers, orders, reports, and other pleadings and documents; e. appearing before this Court and other officials and tribunals, if necessary, and protecting the interests of the Debtor in federal, state, and foreign jurisdictions and administrative proceedings; f. negotiating and preparing documents relating to the use, reorganization, and disposition of assets as requested by the Debtor; g. negotiating and formulating a disclosure statement and plan of reorganization, if necessary; h. advising the Debtor concerning the administration of its estate as a debtor-in-possession; and i. performing such other legal services for the Debtor as may be necessary and appropriate. The individuals presently designated to represent Debtor and their hourly rates are: Anthony Sodono, III (Member) $695 Sari B. Placona (Partner) $410 ($475 effective 1/1/24) The firm will bill these hourly rates: Partners $350 to $695 Associates $220 to $350 Law Clerks $150 to $175 Paralegals and Support Staff $175 to $250 McManimon Scotland will also be reimbursed for reasonable out-of-pocket expenses incurred. Anthony Sodono, III, a member at McManimon Scotland, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. McManimon Scotland can be reached at: Anthony Sodono, III, Esq. Sari B. Placona, Esq. McMANIMON, SCOTLAND & BAUMANN, LLC 75 Livingston Avenue, Suite 201 Roseland, NJ 07068 Phone: (973) 622-1800 Email: asodono@msbnj.com splacona@msbnj.com About Marine Electric Systems Marine Electric Systems Inc. -- https://marineelectricsystems.com -- operates as an engineering and vertically integrated manufacturing firm. The Firm offers power supplies and chargers, navigational aids, proximity sensors, temperature control panels, and salinity systems. Marine Electric Systems serves its products to military in the United States. Alleged creditors filed an involuntary Chapter 11 petition for Marine Electric Systems (Bankr. D.N.J. Case No. 23-21586) on Dec. 14, 2023. The alleged creditors are MES Financial, LLC, VentureSpire Group, LLC, and 12R Consulting, LLC. The petitioners are represented by Brian G. Hannon of NORGAARD O'BOYLE & HANNON, in Englewood, New Jersey. MARKING IMPRESSIONS: Fine-Tunes Plan Documents ---------------------------------------------- Marking Impressions Corp. submitted a Second Amended and Restated Subchapter V Plan of Reorganization dated January 4, 2024. This Plan of Reorganization proposes to pay the creditors of the Debtor from cash flow from business operations and future income of the Debtor. This Plan provides for the following classes: Administrative Claims, Priority Claims, Secured Claims, Priority Unsecured Claims, Non Priority Unsecured Claims, and the interest of the Debtor and/or the Equity Security Holders. Non-priority unsecured creditors holding allowed claims will receive pro rata distributions from the ongoing cash flow of the debtor. Class 30 consists of all remaining unsecured creditors with allowed claims. This class includes, without limitation, claims arising out of the rejection of any executory contact or unexpired lease, each allowed claim secured by a lien on property in which the Debtor has an interest to the extent that such claim is determined to be unsecured pursuant to Section 506(a) of the Bankruptcy Code, or unsecured by way of avoidance pursuant to Section 522(f) of the Bankruptcy Code, and each such claim of the class described in Section 507(a) of the Bankruptcy Code, to the extent that the allowed amount of such claim exceeds the amount which such claim may be afforded priority thereunder. The claims in this class shall be paid a pro-rate distribution of $45,000.00 commencing on the Effective Date of the plan, payable at the rate of $750.00 per month, until the total amount specified herein has been paid. The Debtor will retain all ownership rights in property of the estate. The Debtor anticipates the funds to meet the plan payments shall come from the daily operations of the Debtor's marking and striping business for the aviation industry. After closing of the case, the Reorganized Debtor shall remit all Plan Payments to the appropriate holders of allowed claims provided for in the Plan. Upon all payments having been distributed, the Reorganized Debtor shall be authorized to reopen the case, satisfy any additional requirements under the Code and receive a discharge. A full-text copy of the Second Amended and Restated Plan dated January 4, 2024 is available at https://urlcurt.com/u?l=NrH0Oo from PacerMonitor.com at no charge. Attorney for the Debtor: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Tel: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.com About Marking Impressions Marking Impressions, Corp. provides airport striping, preform thermoplastic, highway and road striping, including triping for many airports. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-01470) on April 24, 2023. The petition was signed by Wayne Todd Pope as CEO. At the time of filing, the Debtor estimated $2,741,294 in assets and $5,499,299 in liabilities. Judge Charles M. Walker presides over the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC, is the Debtor's counsel. MLN US HOLDCO: $1.12BB Bank Debt Trades at 87% Discount ------------------------------------------------------- Participations in a syndicated loan under which MLN US Holdco LLC is a borrower were trading in the secondary market around 12.5 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.12 billion facility is a Term loan that is scheduled to mature on December 1, 2025. About $281.0 million of the loan is withdrawn and outstanding. MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada, provides phone systems, collaboration applications (voice, video calling, audio and web conferencing, instant messaging etc.) and contact center solutions through on-site and cloud offerings. The Company's customer focus is on small and medium sized businesses. Mitel is majority-owned by private equity firm Searchlight Capital Partners. MOBILE ADDICTION: Hires Mobile Addiction as Bankruptcy Counsel -------------------------------------------------------------- Mobile Addiction LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ Hinkle Law Firm LLC as its legal counsel. Hinkle Law Firm will render these services: (a) advise the Debtor of its rights, powers, and duties in the operation and management or liquidation of its business and property; (b) advise the Debtor concerning and assist in the negotiation and documentation of financing agreements, cash collateral orders (if any) and related transactions; (c) investigate into the nature and validity of liens asserted against the property of the Debtor, and advise the Debtor concerning the enforceability of those liens; (d) investigate and advise the Debtor concerning and take such action as may be necessary to collect income and assets in accordance with applicable law and recover property for the benefit of the Debtor's estate; (e) prepare legal papers; (f) advise the Debtor concerning and prepare responses to applications, motions, pleadings, notices, and other documents which may be filed and served; (g) counsel the Debtor in connection with the formulation, negotiation, and promulgation of plan and related documents; and (h) perform such other necessary legal services. The hourly rates of the firm's counsel and staff are as follows: Nicholas R. Grillot $310 Lora J. Smith $230 Associates $200 Legal Assistants $135 In addition, the firm will seek reimbursement for expenses incurred. Nicholas Grillot, Esq., an attorney at Hinkle Law Firm, 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: Nicholas R. Grillot, Esq. HINKLE LAW FIRM LLC 1617 N. Waterfront Parkway, Ste. 400 Wichita, KS 67206 Telephone: (316) 660-6211 Facsimile: (316) 660-6523 Email: ngrillot@hinklaw.com About Mobile Addiction LLC Mobile Addiction LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 24-10002) on Jan. 2, 2024. The petition was signed by William E. Long as chief executive officer/managing member. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Mitchell L Herren oversees the case. Nicholas R. Grillot, Esq. at HINKLE LAW FIRM LLC represents the Debtor as counsel. MOBILE ADDICTION: Seeks Cash Collateral Access ---------------------------------------------- Mobile Addiction LLC asks the U.S. Bankruptcy Court for the District of Kansas for authority to use cash collateral and provide adequate protection to VIP Wireless, Inc. and to the United States Small Business Administration. As of the Petition Date, VIP was owed approximately $3.944 million by Mobile Addiction. Mobile Addiction estimates that it owed the SBA approximately $250,000. VIP claims a lien in all assets owned by Mobile Addiction pursuant to security interest it retained under the Amended Chapter 11 Plan Dated April 8, 2020 filed in the Chapter 11 case Mobile Addiction filed on July 30, 2019 in the United States Bankruptcy Court for the District of Kansas, styled In re Mobile Addiction, LLC, Case #19-11449 and modified by the Order Modifying and Confirming Mobile Addiction, LLC's Amended Plan of Reorganization Dated April 8, 2020 entered in the First Case on July 1, 2020. The SBA asserts a lien on Mobile Addiction's assets by virtue of the security interest it obtained in connection with the Economic Injury Disaster Loan the SBA provided Mobile Addiction in November 2021 in the amount of $250,000. To Mobile Addiction's knowledge, there are no other lien claimants. As of the filing date, Mobile Addiction claims the value of its assets totals $553,532. Mobile Addiction asserts the book value of its inventory is $415,113; the book value of its equipment and furniture is $84,273; and as of the Filing Date, Mobile Addiction has bank balances of $54,147 in several different checking accounts. Neither VIP nor the SBA filed UCC-1 Financing Statements against Mobile Addiction's assets in Kansas. As adequate protection for VIP's interest in cash collateral, Mobile Addiction proposes to pay VIP a monthly, interest-only payment beginning February 2, 2024 of $15,614 and on 1st day of each month thereafter at VIP's contractual, non-default rate of interest. Mobile Addiction also asserts that this payment preserves the SBA's position in Mobile Addiction's assets and constitutes adequate protection to the SBA as well. In addition, VIP and the SBA will have and would be granted as adequate protection for any post-petition diminution in value of its pre-petition collateral (including, without limitation, cash collateral), additional and replacement security interests and liens in and upon all of the pre-petition collateral and all of Mobile Addiction's now owned and after acquired assets and rights of any kind or nature and wherever located. A copy of the motion is available at https://urlcurt.com/u?l=Ig3ZFT from PacerMonitor.com. About Mobile Addiction Mobile Addiction LLC, a wholesaler of gadgets such as i-pads, smartphones, tablets and computers, filed a Chapter 11 petition (Bankr. D. Kan. Case No. 24-10002) on January 2, 2024. In the petition signed by William E. Long, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Nicholas R. Grillot, Esq., at Hinkle Law Firm LLC, represents the Debtor as legal counsel. MOBIQUITY TECHNOLOGIES: Designates 770K Series H Preferred Shares ----------------------------------------------------------------- Mobiquity Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company filed an amendment to its Certificate of Incorporation designating the rights and preferences of its 770,000 shares of Series H Preferred Stock. Each share of the Series H Preferred Stock is convertible by the Preferred Shareholders at any time after issuance into 10 shares of the Company's Common Stock, or $0.20 per Common Share (Conversion Ratio). The Series H Preferred Stock will automatically convert at the same Conversion Ratio upon the Company's Common Stock reporting of a closing sales price over $2.00 per share for 10 consecutive trading days or on Dec. 31, 2026, whichever is earlier. About Mobiquity Technologies Inc. Headquartered in Shoreham, NY, Mobiquity Technologies, Inc., is a next-generation advertising technology, data compliance and intelligence company which operates through its various proprietary software platforms. The Company's product solutions are comprised of three proprietary software platforms: Advertising Technology Operating System (ATOS Platform); Data Intelligence Platform; and Publisher Platform for Monetization and Compliance. The Company reported a net loss of $8.06 million in 2022, compared to a net loss of $18.33 million in 2021. As of Sept. 30, 2023, the Company had $3.28 million in total assets, $1.73 million in total liabilities, and $1.55 million in total stockholders' equity. Mobiquity's management concluded that there is substantial doubt about the Company's ability to continue as a going concern within the next 12 months, the Company disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended September 30, 2023. At September 30, 2023, the Company reported accumulated deficit of $215,727,236, and working capital deficit of $1,448,281. MYRA FALLS: Seeks Creditor Protection Under CCAA ------------------------------------------------ The Supreme Court of British Columbia made an order ("Initial Order") granting Myra Falls Mine Ltd. protection pursuant to the Companies' Creditors Arrangement Act ("CCAA"). Pursuant to the Initial Order, FTI Consulting Canada Inc. was appointed as monitor ("Monitor"). Pursuant to the Initial Order, there was a stay of proceedings until Dec. 28, 2023. A motion was scheduled to be heard on Dec. 28, 2023 ("Comeback Motion") to, among other matters, extend the stay of proceedings and seek approval of additional interim funding. The stay of proceedings may be extended, as necessary thereafter, pursuant to further orders of the Court. The Court authorize the Company to borrow up to $21.0 million from the Interim Lender, Trafigura US Inc., being the full principal amount available under the interim financing facility ("DIP Facility"), together with a corresponding increase in the amount of the charge securing the DIP Facility ("Interim Lender's Charge"). A copy of the Initial Order is available on the Monitor's website at http://cfcanada.fticonsulting.com/myrafalls.The Monitor will also post on the website any orders issued at the Comeback Motion, as well as other materials filed with the Court in these proceedings. If you have any questions regarding the foregoing or require further information, please consult the Monitor's website at http://cfcanada.fticonsulting.com/myrafallsor by contacting the Monitor at 1-833-516-8999 or e-mailing myrafallsmine@fticonsulting.com. Monitor can be reached at: FTI Consulting Canada Inc. 701 West Georgia Street Vancouver, BC V7Y 1G5 Tom Powell (Sr. Managing Director Corp. Finance) Tel: 604-484-9525 Email: tom.powell@fticonsulting.com Mike Clark (Sr. Director) Tel: 604-484-9537 Email: mike.clark@fticonsulting.com Toronto Paul Bishop (Sr. Managing Director) Tel: 416-649-8053 Emai: paul.bishop@fticonsulting.com Website: http://cfcanada.fticonsulting.com/myrafalls/ Counsel for the Company: Gowling WLG (Canada) LLP 2300 - 550 Burrard Street Vancouver, BC V6C 2B5 Jonathan B. Ross Tel: 604-891-2778 Email: jonathan.ross@ca.gowlingwlg.com Manuel Dominguez Tel: 604-891-2772 Email: manuel.dominguez@ca.gowlingwlg.com cc. assistant: michele.hay@ca.gowlingwlg.com Tel: 604-443-7628 Toronto Office Virginie Gauthier Tel: 416-369-7256 Email: virginie.gauthier@ca.gowlingwlg.com Thomas Gertner Tel: 416-369-4618 Email: thomas.gertner@ca.gowlingwlg.com Calgary Office Stuart Olley Tel: 403-298-1814 Email: stuart.olley@ca.gowlingwlg.com Stephen Kroeger Tel: 403-298-1018 Email: stephen.kroeger@ca.gowlingwlg.com Counsel for the Monitor: Blake, Cassels & Graydon LLP 1133 Melville Street Suite 3500, The Stack Vancouver, BC V6E 4E5 Peter Rubin Tel: 604-631-3315 Email: peter.rubin@blakes.com Claire Hildebrand Tel: 604-631-3331 Email: claire.hildebrand@blakes.com Myra Falls Mine Ltd. -- https://www.myrafallsmine.com/ -- operates a mining and milling company. NEAR INTELLIGENCE: DIP Loan Termination Date Extended to Friday --------------------------------------------------------------- The Delaware Bankruptcy Court has approved a stipulation extending certain DIP milestones in the Chapter 11 cases of Near Intelligence, Inc. and its debtor-affiliates. On December 11, 2023, the Court entered an Interim Order authorizing, among other things, the Debtors' entry into the DIP Facility. The Interim DIP Order provides that the DIP Facility will terminate on a date that is 30 calendar days after the Petition Date absent the Court's entry of a Final Order in form and substance satisfactory to the Debtors and the DIP Agent, subject to the Court's availability. The Interim DIP Order also provides that no later than 30 days after the Petition Date, the Bankruptcy Court must have entered the Final Order and Bid Procedures Order. The Debtors and the DIP Agent stipulate and agree that: 1. Notwithstanding anything to the contrary in the Interim DIP Order, the Termination Date will be January 12, 2024. 2. The Final Order Milestone and Bid Procedures Milestone are extended to January 12, 2024. 3. Except as otherwise expressly set forth, nothing in the Stipulation is intended, or shall be construed, to modify the terms of the DIP Loan Documents or the Interim DIP Order or alter the respective rights and obligations of the parties thereunder, which shall remain in full force and effect. 4. The Court shall retain jurisdiction to resolve any dispute arising from or related to the interpretation or enforcement of this Stipulation. On December 8, 2023, Near Intelligence entered into a Superpriority Secured Debtor-in-Possession Financing Agreement by and among the Company, as a guarantor, Near LLC, as borrower, certain of the Company's other subsidiaries (including the other Debtors) from time to time party thereto as guarantors, the lenders from time to time party thereto and Blue Torch Finance LLC, as administrative agent and collateral agent, pursuant to which the DIP Lenders provided the Debtors with a senior secured, superpriority debtor-in-possession term loan facility in the maximum aggregate amount of $16,000,000, which, subject to the satisfaction of certain conditions precedent to drawing as set forth in the DIP Agreement, will be made available to the Debtors in multiple drawings as follows: (i) up to $5,000,000 will be made available for drawing upon entry by the Court of an interim order authorizing and approving the DIP Credit Facility on an interim basis; and (ii) up to $11,000,000 will be made available for drawing upon entry of the Court of a final order authorizing and approving the DIP Credit Facility on a final basis. The DIP Credit Facility contains conditions precedent, representations and warranties, affirmative and negative covenants and events of default customary for financings of this type and size. Subject to the DIP Orders and the terms of the DIP Agreement, proceeds of the loans made under the DIP Credit Facility may be used to: (i) provide working capital and for other general corporate purposes of the Debtors and their subsidiaries; (ii) fund the costs of the administration of the Cases (including professional fees and expenses) and the Sale; (iii) fund wind-down costs of the Loan Parties in an amount not to exceed the amount set forth in the Budget; and (iv) make other payments consistent with the Budget. The filing of the Bankruptcy Petitions constitutes an event of default that accelerated the Company's obligations under the following debt instruments: -- Financing Agreement, dated as of November 4, 2022, (as amended, modified or supplemented from time to time), by and among the Company, as a guarantor, Near Intelligence LLC, as borrower, certain of the Company's other subsidiaries from time to time party thereto as guarantors, the lenders from time to time party thereto and Blue Torch Finance LLC, as administrative agent and collateral agent. As of December 8, 2023, the outstanding principal amount under the Financing Agreement was $76,742,047. -- These convertible debentures: * Part A-1 Convertible Debentures issued by the Company, dated March 31, 2023, in an aggregate principal amount of $5,969,325. * Part A-2 Convertible Debentures issued by the Company, dated May 18, 2023, in an aggregate principal amount of $2,500,000. * Part B Convertible Debentures issued by the Company, dated May 18, 2023, in an aggregate principal amount of $11,440,217. As of December 8, 2023, the aggregate outstanding principal amount under the Convertible Debentures was approximately $17,000,000. -- Promissory Note issued to KludeIn Prime LLC, dated January 21, 2022, in the aggregate principal amount of up to $1,500,000 (the "Working Capital Loan"). As of December 8, 2023, the Company had drawn $1,225,000 on the Working Capital Loan. As of December 8, 2023, the fair value of the Working Capital Loan was $1,143,000. -- Promissory Note issued to KludeIn Prime LLC, dated July 7, 2022, in the aggregate principal amount of up to $2,060,070 (the "Sponsor Promissory Note"). As of December 8, 2023, the outstanding principal amount under the Sponsor Promissory Note was $1,373,380. The Debt Instruments provide that upon the filing of the Bankruptcy Petitions, the principal and interest due under the Financing Agreement shall automatically become due and payable. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the Bankruptcy Petitions, and the creditors' rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code. Bankruptcy Milestones The DIP Facility impose these milestones: (a) On the Petition Date, the Debtors shall file a motion with the Bankruptcy Court seeking approval of the DIP Facility. (b) On or before the date that is two days after the Petition Date, the Debtors shall have filed the Bidding Procedures Motion with the Bankruptcy Court. (c) On or before the date that is 3 days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order. (d) On or before the date that is 25 days after the Petition Date, the Bankruptcy Court shall have entered the Bidding Procedures Order and the Final DIP Order. (e) On or before the date that is 55 days after the Petition Date, the Bid Deadline (as defined in the Bidding Procedures Order) shall have occurred. (f) On or before the date that is 60 days after the Petition Date, the Debtors shall have commenced the Auction, if necessary. (g) On or before the date that is 71 days after the Petition Date, the Bankruptcy Court shall have entered the Sale Order. (h) On or before the date that is 90 days after the Petition Date, the Closing shall have occurred. Events of Default The following constitute an event of default under the DIP Facility: (a) the Borrower shall fail to pay, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), (i) any interest on any Loan or any fee, or other amount payable under this Agreement (other than any portion thereof constituting principal of the Loans) or any other Loan Document, and such failure continues for a period of 3 Business Days, (ii) any indemnity obligations due and payable under this Agreement within 15 days following the written request of any Agent, or (iii) all or any portion of the principal of the Loans; (b) any representation or warranty made or deemed made by or on behalf of any Loan Party or by any officer of the foregoing under or in connection with any Loan Document or under or in connection with any certificate or other writing delivered to any Secured Party pursuant to any Loan Document shall have been incorrect in any material respect (or in any respect if such representation or warranty is qualified or modified as to materiality or "Material Adverse Effect" in the text thereof) when made or deemed made; (c) any Loan Party or its Subsidiaries shall fail to perform or comply with any covenant or agreement contained in (x) Section 7.01(o) and such failure remains unremedied for five Business Days, (y) Section 7.01(a)(i), (ii), (iii), (iv) and (vii) and, if such failure results from any determination by any Agent or Lender that all or any part of any certificate or other document delivered to the Administrative Agent or the Lenders is not satisfactory or acceptable to such Agent or Lender, such failure remains unremedied for two Business Days after the date written notice of such determination shall have been given by any Agent to the Borrower, or (z) Section 7.01(a) (other than Section 7.01(a)(i), (ii), (iii), (iv) and (vii)), Section 7.01(a)(xii), Section 7.01(c), Section 7.01(d), Section 7.01(f), Section 7.01(h), Section 7.01(k), Section 7.01(w), Section 7.01(x), Section 7.02, or Article VIII; (d) any Loan Party or its Subsidiaries shall fail to perform or comply with any other term, covenant or agreement contained in any Loan Document to be performed or observed by it and, except as set forth in subsections (a), (b) and (c) of this Section 9.01, such failure, if capable of being remedied, shall remain unremedied for fifteen days after the earlier of (x) the date an Authorized Officer of any Loan Party has knowledge of such failure and (y) the date written notice of such default shall have been given by any Agent to the Borrower; (e) any Loan Party or its Subsidiaries shall fail to pay when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) any principal, interest or other amount payable in respect of Indebtedness (excluding Indebtedness evidenced by this Agreement or the Prepetition Loan Documents) having an aggregate amount outstanding in excess of $250,000, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, or any other default under any agreement or instrument relating to any such Indebtedness, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; provided that this Section 9.01(e) shall not apply to any Permitted Indebtedness outstanding on the Petition Date unless such Permitted Indebtedness has been accelerated and the enforcement of remedies with respect to such Permitted Indebtedness shall not have been stayed by the commencement of the Chapter 11 Cases; (f) other than with respect to the Chapter 11 Cases, any Loan Party or any Subsidiary thereof; (i) shall institute any proceeding (including an Ipso Facto Event) or voluntary case seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, judicial management, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, judicial manager or other similar official for any such Person or for any substantial part of its property (notwithstanding anything to the contrary, if an Ipso Facto Event occurs (and such Ipso Facto Event results in an Event of Default), the ending of such Ipso Facto Event will not remedy or waive (or be deemed to waive) any Event of Default caused by that Ipso Facto Event), (ii) shall be generally not paying its debts as such debts become due or shall admit in writing its inability to pay its debts generally or any of the circumstances occur with respect to it which allow an application to be made under section 90 of the IRDA, (iii) shall make a general assignment for the benefit of creditors, or (iv) shall take any action to authorize or effect any of the actions set forth above in this subsection (f); (g) other than with respect to the Chapter 11 Cases, any proceeding shall be instituted against any Loan Party or any Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, judicial management, winding up, reorganization, arrangement, adjustment, protection, relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, judicial manager or other similar official for any such Person or for any substantial part of its property, and either such proceeding shall remain undismissed or unstayed for a period of 60 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against any such Person or the appointment of a receiver, trustee, custodian, judicial manager or other similar official for it or for any substantial part of its property) shall occur; (h) any material provision of any Loan Document shall at any time for any reason (other than pursuant to the express terms thereof or as a result of any action or inaction on the party of any Agent or other Secured Party (excluding any such action or inaction as a result from an action or inaction of a Loan Party or its Subsidiary)) cease to be valid and binding on or enforceable against any Loan Party intended to be a party thereto, or the validity or enforceability thereof against any Loan Party shall be contested by any Loan Party, or a proceeding shall be commenced by any Loan Party or any Governmental Authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or any Loan Party shall deny in writing that it has any liability or obligation purported to be created under any Loan Document; (i) any security agreement, any mortgage or any other security document, after delivery thereof pursuant hereto, shall for any reason fail or cease to create a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien (subject only to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Secured Parties, on any DIP Collateral with an aggregate fair market value of $100,000 purported to be covered thereby other than any such loss of perfection or priority results from any action or inaction on the part of any Agent or any other Secured Party (including the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing Equity Interests pledged pursuant to any security agreement or any other Collateral Document or to file UCC continuation statements, but excluding any such action or inaction as a result from an action or inaction of a Loan Party or its Subsidiaries); (j) one or more final non-appealable judgments shall be rendered against the Borrower or any Loan Party or any Subsidiary or any combination thereof and the same shall remain unsatisfied, undischarged, undismissed, unbonded, unvacated and in effect for a period of sixty (60) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Borrower or any other Loan Party to enforce any such judgment and such judgment either (i) is for the payment of money in an aggregate amount in excess of $250,000 (to the extent not covered by independent third party insurance as to which the insurer has acknowledged the claim and not denied coverage) or (ii) is for injunctive relief and could reasonably be expected to result in a Material Adverse Effect; (k) any fact or circumstance may arise in respect of the matters disclosed in Section 3 of Schedule 6.01(v) or any similar matters which would reasonably be expected to have a material adverse impact on the businesses of any of the Loan Parties and their Subsidiaries; (n) there shall occur any governmental claim or investigation with respect to a French Subsidiary that has a material negative financial impact on the Loan Parties taken as a whole; (o) there shall occur one or more ERISA Events that individually or in the aggregate results in, or would reasonably be expected to result in, a Material Adverse Effect; (p) (i) any of the Obligations for any reason shall cease to be "Senior Indebtedness" or "Designated Senior Indebtedness" (or any comparable terms) under, and as defined in the documents evidencing or governing any Subordinated Indebtedness, or (ii) the subordination provisions of the documents evidencing or governing any Subordinated Indebtedness shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Subordinated Indebtedness; (q) a Change of Control shall have occurred; (r) a Singapore incorporated Loan Party or a Loan Party registered in Singapore is declared by the Minister of Finance of Singapore to be a company to which Part 9 of the Companies Act 1967 of Singapore applies; (s) there occurs an event that would have a Material Adverse Effect; or (t) the occurrence and continuance of any of the following in any Chapter 11 Case: (A) termination of the Asset Purchase Agreement solely due to a breach or termination thereunder by any Debtor; (B) except as otherwise agreed to by the Administrative Agent, filing of a motion seeking approval of a sale pursuant to Section 363 of the Bankruptcy Code (other than as contemplated by the Asset Purchase Agreement) or a plan of reorganization or liquidation in any of the Chapter 11 Cases that, in either case, does not provide for the payment in full (whether (i) in cash or (ii) as a result of a credit bid of all outstanding Obligations (other than Contingent Indemnity Obligations) pursuant to a sale described in clause (vii) of the definition of "DIP Termination Date") of all of the Obligations (other than Contingent Indemnity Obligations) upon closing of such sale of the effective date of such plan; (C) any of the Debtors shall file a pleading seeking to amend, vacate or modify any of the Loan Documents or DIP Orders over the objection of the Administrative Agent or the Administrative Agent; (D) entry of an order without the prior written consent of the Administrative Agent amending, supplementing or otherwise modifying DIP Orders; (E) reversal, vacatur or stay of the effectiveness of the DIP Orders, which continues for three (3) Business Days; (F) any violation of any material term of the DIP Orders by the Debtors; (G) dismissal of any of the Chapter 11 Cases or conversion of the Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code or any Debtor shall file a motion or other pleading seeking such dismissal or conversion of any bankruptcy case; (H) the entry of an order by the Bankruptcy Court appointing, or the filing of a motion or application by any Debtor for entry of an order seeking the appointment of, in either case, without the prior consent of the Administrative Agent, a Chapter 11 trustee or examiner with enlarged powers or any Debtor shall file a motion or other pleading seeking such appointment; (I) any sale of all or substantially all assets of the Debtors pursuant to Section 363 of the Bankruptcy Code, unless such sale is conducted in accordance with the Bid Procedures and Bid Procedures Order and or otherwise consented to by the Administrative Agent; (J) granting of relief from the Automatic Stay by the Bankruptcy Court after notice and hearing in the Chapter 11 Cases to permit enforcement upon any Lien or foreclosure or enforcement on assets of the Borrower or any Guarantor; (K) the bringing of a motion or application by any Debtor in any of the Chapter 11 Cases, or the entry of any order by the Bankruptcy Court in any of the Chapter 11 Cases: (A) to obtain additional post-petition financing under section 364(c) or (d) of the Bankruptcy Code that does not provide for the indefeasible repayment of all Obligations under this Agreement in full in cash immediately upon the consummation of such financing without the prior written consent of the Administrative Agent or (B) except as provided in this Agreement, the DIP Orders or otherwise consistent with the Budget, to use cash collateral of the Agents and the Lenders under section 363(c) of the Bankruptcy Code or any equivalent provision of the relevant applicable law without the prior written consent of the Administrative Agent; (L) an order shall be entered in any of the Chapter 11 Cases, without the prior written consent of the Administrative Agent (i) to permit any administrative expense or any claim (now existing or hereafter arising of any kind or nature whatsoever) to have administrative priority equal or superior to the DIP Superpriority Claims or (ii) granting or permitted grant of a lien that is equal in priority or senior to the DIP Liens; (M) the Debtors' filing of (or supporting another party in the filing of) a motion seeking entry of an order approving any key employee incentive plan, employee retention plan, or comparable plan, without the prior written consent of the Administrative Agent; (N) (1) the Debtors shall seek, or shall support any other person's motion seeking (in any such case, verbally in any court of competent jurisdiction or by way of any motion or pleading with the Bankruptcy Court, or any other writing to another party in interest by Debtors) to challenge the validity or enforceability of any of the DIP Lien, Obligations, Lien or Prepetition Obligations of the parties under the Prepetition Loan Documents, including, but not limited to, seeking to prohibit, limit or restrict the right of the Prepetition Agent (on behalf of the Prepetition Lenders) to credit bid for any or all of the Debtors' assets, or (2) the Bankruptcy Court enters an order prohibiting, restricting, precluding, or otherwise impairing the unqualified right of the Agents or the Prepetition Agent (or their respective designees) from having the right to or being permitted to "credit bid" any amount of the Obligations or Prepetition Obligations, respectively, with respect to the assets of the Debtors; (O) the Debtors shall assert in any pleading filed in any court that the guarantee contained in the Loan Documents is not valid and binding, for any reason, to be in full force and effect, other than pursuant to the terms hereof; (P) payment of (or application by any Debtor for authority to pay) or granting adequate protection with respect to prepetition Indebtedness, other than as provided herein or in the DIP Orders or relief sought in any "first motions" filed on the Petition Date as otherwise permitted herein (including in accordance with the Budget); (Q) expiration or termination of the period provided by section 1121 of the Bankruptcy Code for the exclusive right to file a plan, with respect to a Debtor unless such expiration or termination was sought by the Administrative Agent; (R) the Bankruptcy Court's determination of the cessation of the DIP Liens or the DIP Superpriority Claims to be valid, perfected and enforceable in all respects; (S) Permitted Variances under the Budget are exceeded for any period of time without consent of or waiver by the Administrative Agent; (T) any Debtor asserting any right of subrogation or contribution against any other Debtor prior to the DIP Termination Date; (U) subject to entry of the Final DIP Order, the allowance of any claim or claims under Section 506(c) of the Bankruptcy Code or otherwise against any Lender; (V) the commencement of a suit or action against any Lender by (x) the Debtors or (y) any person other than the Debtors which continues without dismissal for 45 days after service thereof on the Lenders, that asserts or seeks by or on behalf of the Debtors, any Committee or any other party in interest in any of the Chapter 11 Cases, a claim or any legal or equitable remedy that would have, or the entry of an order by the Bankruptcy Court that has (i) the effect of subordinating any or all of the Obligations or DIP Liens of the Lenders under the Loan Documents to any other claim, or (ii) a Material Adverse Effect; (W) the entry of an order in any bankruptcy case avoiding or requiring repayment of any portion of the payments made on account of the Obligations owing under this Agreement or the other Loan Documents; (X) an order shall have been entered by the Bankruptcy Court prohibiting, limiting or restricting the right of the Administrative Agent (on behalf of the Lenders) or the Prepetition Agent (on behalf of the Prepetition Lenders) to credit bid for any or all of the Debtors' assets; (Y) the payment of, or application by any Debtor for authority to pay, any prepetition claim, via a "first-day" order or otherwise, other than (i) as consented to by the Administrative Agent, (ii) as authorized by the Budget, (iii) permitted under the terms of this Agreement or (iv) as authorized by the Bankruptcy Court or the DIP Orders and otherwise permitted in the Budget; (Z) any event, development, state of facts, change, circumstance, occurrence, condition or effect occurring after the Petition Date that relates to or arises from material litigation and that, either individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (AA) any settlement of any material litigation that is not consented to by the Administrative Agent; and (BB) the bringing one or more motions or applications by any Debtor in any of the Chapter 11 Cases seeking, or the entry of any order by the Bankruptcy Court in any of the Chapter 11 Cases authorizing, the assumption or rejection of any Material Contract that would (i) materially alter or disrupt the Loan Parties' or their Subsidiaries' business operations, or (ii) in the case of assumption, result in an aggregate cure obligation of the Loan Parties or their Subsidiaries in excess of $1,000,000 (which such amount, for the avoidance of doubt, shall apply in the aggregate to all assumption motions and applications filed during the Chapter 11 Cases), without the prior written consent of the Administrative Agent; then, subject to the Carve Out and the other terms and conditions of the DIP Orders, and in any such event, the Collateral Agent may, and shall at the request of the Required Lenders, by notice to the Borrower, (i) terminate or reduce all Commitments, whereupon all Commitments shall immediately be so terminated or reduced, (ii) terminate all use of the Debtors' use of any Cash Collateral, (iii) freeze all monies or balances in the Debtors' accounts and sweep all funds contained in Accounts, (iv) immediately set-off any and all amounts in accounts maintained by the Debtors with any of the Agents or the Lenders or otherwise enforce any and all rights against the DIP Collateral in the possession of any of the Agents or Lenders, (v) declare all or any portion of the Loans then outstanding to be accelerated and due and payable, whereupon all or such portion of the aggregate principal of all Loans, all accrued and unpaid interest thereon, all fees and all other amounts payable under this Agreement and the other Loan Documents shall become due and payable immediately, with respect to the Commitments so terminated and the Loans so repaid, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Loan Party, and (vi) exercise any and all of its other rights and remedies under applicable law, hereunder and under the other Loan Documents and DIP Orders; provided, however, that the Agents and Lenders shall provide the Debtors with five days' prior written notice (which may be by email) before exercising any enforcement rights or remedies (the "Remedies Notice Period"). The Debtors shall cooperate fully with the Agents and Lenders in their exercise of rights and remedies, whether against the DIP Collateral or otherwise. Notwithstanding anything herein to the contrary, during the Remedies Notice Period, the Debtors shall have the right to challenge the existence or occurrence of an Event of Default (and no other matters) by seeking emergency relief from the Bankruptcy Court. Upon the occurrence of any Event of Default described in subsection (f) or (g) of this Section 9.01 with respect to any Loan Party, without any notice to any Loan Party or any other Person or any act by any Agent or any Lender, all Commitments shall automatically terminate and all Loans then outstanding, together with all accrued and unpaid interest thereon, all fees and all other amounts due under this Agreement and the other Loan Documents shall be accelerated and become due and payable automatically and immediately, without presentment, demand, protest or notice of any kind, all of which are expressly waived by each Loan Party. "DIP Termination Date" means the earliest of (i) the Final Maturity Date, (ii) if the Final DIP Order has not been entered, 30 calendar days after the Petition Date, (iii) the date of acceleration of the Loans and the termination of the Commitments upon the occurrence, and during the continuance, of an Event of Default, (iv) the effective date of any Chapter 11 plan, (v) the date the Bankruptcy Court converts any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (vi) the date the Bankruptcy Court dismisses any of the Chapter 11 Cases, (vii) the date of consummation of any sale of all or substantially all of the assets of the Loan Parties pursuant to section 363 of the Bankruptcy Code, (viii) the date an order is entered in any bankruptcy case appointing a Chapter 11 trustee or examiner and (ix) the date on which all outstanding Obligations (other than Contingent Indemnity Obligations) are paid in full (x) in cash or (y) by a credit bid of such Obligations pursuant to a sale described in clause (vii) above (provided, for the avoidance of doubt, that in the case of the consummation of a sale pursuant to which less than all of the Obligations are credit bid, only the Obligations that are subject to such credit bid shall be deemed "paid in full" by the consummation of such sale); provided that if any date specified in clauses (i) through (ix) is not a Business Day then the "DIP Termination Date" shall be the immediately preceding Business Day. The members of the lending consortium are: * BLUE TORCH CREDIT OPPORTUNITIES FUND II LP * BLUE TORCH CREDIT OPPORTUNITIES FUND III LP * BLUE TORCH CREDIT OPPORTUNITIES KRS FUND LP * BLUE TORCH OFFSHORE CREDIT OPPORTUNITIES MASTER FUND II LP * BLUE TORCH OFFSHORE CREDIT OPPORTUNITIES MASTER FUND III LP A full-text copy of the Company's Form 8-K accompanying the links of the Asset Purchase Agreement, and Superpriority Secured Debtor-In-Possession Financing Agreement, is available at http://tinyurl.com/yc2y39z7 About Near Intelligence Near Intelligence Inc. -- https://www.near.com -- 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 million 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. Blue Torch, as DIP Agent and Lender, is represented by MORRIS, NICHOLS, ARSHT & TUNNELL LLP (Robert J. Dehney, Matthew Harvey, Brenna Dolphin); and KING & SPALDING LLP (Geoffrey M. King, Roger G. Schwartz, Miguel Cadavid). NEWMARK GROUP: S&P Assigns 'BB+' Rating on New Unsecured Notes -------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue rating and '3' recovery rating to Newmark Group Inc.'s (BB+/Stable/--) proposed up to $600 million senior unsecured notes due 2029. The '3' recovery rating reflects its expectation for meaningful recovery (rounded estimate: 65%) in a simulated default scenario. S&P said, "We expect the transaction to be leverage neutral for Newmark. The company intends to use the net proceeds to repay all of the $420 million outstanding balance of its delayed draw term loan. The additional net proceeds will be used to repay the indebtedness on its revolver and for general corporate purposes. "For the last 12 months ended Sept. 30, 2023, the company's net debt to EBITDA (based on S&P Global Ratings' calculation) was 2.9x, relatively unchanged from 3.0x as of June 30, 2023. Uncertainty about interest rates has delayed the recovery of commercial real estate (CRE) activities. We now expect the slowdown of capital markets and leasing transactions to persist through the first half of 2024. "Year to date through Sept. 30, 2023, Newmark's fee revenue from transactional business lines (leasing, investment sales, and commercial mortgage origination) declined about 27% versus 2022. We expect revenue streams from contractual management services, which increased about 6% in the same period, to partly offset the transactional revenue contraction. "Our ratings on Newmark reflect its existing market position as a top-10 commercial real estate (CRE) service company, its leverage (measured by net debt to EBITDA) of 2x-3x (based on S&P Global Ratings' calculation) over the next 12 months, and its strong liquidity, supported by operating cash flow and little need for capital expenditures. The company's business model relies more on transactional revenue than most rated peers, which weighs on the ratings." Issue Ratings--Recovery Analysis Key analytical factors -- S&P's simulated default scenario contemplates a default in 2028, resulting from reduced capital market activities and CRE services. -- S&P said, "Because the debt is unsecured, we cap our recovery rating at '3', indicating our expectation for meaningful recovery (50%-70%; rounded estimate 65%) in the event of payment default. Based on empirical analysis, we assume the size and ranking of debt and nondebt claims will change before the hypothetical default, including the possible addition of secured debt as credit quality deteriorates." -- S&P believes that in a default, creditors would seek to reorganize the company. Simulated default assumptions -- Capital market activity substantially declines, the mortgage servicing rights portfolio runs off, and leasing and other CRE services are reduced. -- Only the bond is outstanding at the time of default. Simplified waterfall -- Simulated default year: 2028 -- Net enterprise value (after 5% of administrative costs): $882 million -- Collateral value available to senior unsecured creditors after priority claims: $882 million -- Senior unsecured debt: $1.11 billion -- Recovery expectations: 65% (capped) Note: All debt amounts include six months of prepetition interest. ORTHOCARE SOLUTIONS: Seeks to Hire McNamee Hosea as Legal Counsel ----------------------------------------------------------------- Orthocare Solutions, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ McNamee Hosea, P.A. as its attorneys The firm's services include: a. prepare and file all necessary bankruptcy pleadings on behalf of the Debtor; b. negotiate with creditors; c. represent Debtor to Adversary and other proceedings in connection with the Bankruptcy; d. prepare the Debtor's disclosure statement and plan of reorganization; and e. provide any other services related to the Bankruptcy and the Debtor's reorganization. The firm will be paid at these rates: Janet M. Nesse $550 per hour; Craig M. Palik $425 per hour Associates $300 to $350 per hour Paralegal $135 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received an initial retainer in the amount of $10,000. Craig M. Palik, Esq., a partner at McNamee Hosea, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Craig M. Palik, Esq. Justin P. Fasano, Esq. MCNAMEE HOSEA, P.A. 6404 Ivy Lane, Suite 820 Greenbelt, MD 20770 Tel: (301) 441-2420 Fax: (301) 982-9450 Email: cpalik@mhlawyers.com jfasano@mhlawyers.com About Orthocare Solutions, Inc. Orthocare Solutions is a veteran-owned small business serving the Washington, DC and Baltimore metro areas. Four separate locations offer customized orthotics, prosthetics, and medical equipment to patients of all ages. Orthocare Solutions, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-19191) on Dec. 18, 2023. The petition was signed by David Fred as owner. At the time of filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Craig M. Palik, Esq. at MCNAMEE HOSEA, P.A. represents the Debtor as counsel. PEGASUS HOME: Unsecureds Will Get 1% of Claims in Plan ------------------------------------------------------ PHF, Inc. f/k/a Pegasus Home Fashions, Inc. and Its Affiliated Debtors submitted a Revised Combined Disclosure Statement and Joint Chapter 11 Plan dated January 4, 2024. The Plan estimates that each holder of an Impaired Claim will receive value on the Effective Date that is not less than the value such Holder would receive if the Debtors were to be liquidated under Chapter 7 on the Effective Date. Carmine Spinella had served as chief executive officer of the Company until April 2023, when he resigned. In addition, around the same time Webster informed the Company that it would not renew a $6 million unsecured line of credit that Pegasus had relied on to finance some of its trade debt and Webster demanded a full payoff of that line of credit by the end of April, 2023. Following thorough arms-length discussions between the parties, the Debtors, the Committee, Blue Torch, and the Stalking Horse Purchaser (the "Settlement Parties") reached a global settlement as set forth in that certain Settlement Term Sheet, substantially in the form attached to the Global Settlement Order, regarding (i) the provision of additional funding for administrative expenses through confirmation of a plan of liquidation, (ii) the allowance of Blue Torch's prepetition secured claims, (iii) the provision of post-confirmation funding for a Liquidation trust, (iv) the allowance and treatment of the Prepetition Prepayment Premium Claim and agreed allocation of proceeds of estate claims and causes of action amongst general unsecured creditors and Blue Torch, and (e) the Committee's support of the sale of the Debtors' assets to Blue Torch. Prior to the Sale, Pegasus Home Fashions and Weatherford were each operating entities that ran the Debtors' manufacturing and sales operations. Pegasus Home Fashions (n/k/a PHF, Inc.) and Weatherford (n/k/a WCC TX Inc.) are wholly-owned subsidiaries of PHFP (n/k/a PHF Purchaser Inc.), and PHFP is a wholly-owned subsidiary of Intermediate (n/k/a PHF Intermediate Inc.). In turn, Intermediate is a wholly owned subsidiary of HoldCo. HoldCo is owned by BT Pegasus Aggregator LLC (an affiliate of Blue Torch), H.I.G. Pegasus Home Fashions, L.P. (an affiliate of HIG), and Mr. Spinella (in his individual capacity and through the Carmine Spinella 2021 GRAT). Class 3 consists of Prepetition Prepayment Premium Claim. Blue Torch shall receive in full and final satisfaction, settlement and release of and in exchange for such Allowed Class 3 Claim after payment of any Liquidation Trust Expenses (i) the Investigation Fund Repayment; (ii) 60% of the liquidated value of any Distributable Liquidation Trust Assets (which shall be paid concurrently with any distributions to Holders of Allowed Class 4 General Unsecured Claims) (the "60% Distribution"); and (iii) upon payment in full of all Allowed Class 4 General Unsecured Claims, payment in full of any remaining portion of the Prepetition Prepayment Premium Claim from the Liquidation Trust Assets. The amount of claim in this Class total $7,600,560.49. This Class will receive a distribution of 3.95% to 5.53% of their allowed claims. Class 4 consists of General Unsecured Claims. Unless the Holder agrees to a different treatment, each Holder of a General Unsecured Claim shall receive, upon payment in full of the Investigation Fund Repayment and after payment of any Liquidation Trust Expenses, and, such Holder's pro rata share of 40% of the liquidated value of the Distributable Liquidation Trust Assets until all Class 4 Unsecured Claims are paid in full. For the avoidance of doubt, Distributions to Holders of Allowed Class 4 General Unsecured Claims shall occur concurrently with the 60% Distribution described in this combined Disclosure Statement and Plan. The allowed unsecured claims total $14,248,679.59. This Class will receive a distribution of 1.00% of their allowed claims. The Plan will be implemented by, among other things, the establishment of the Liquidation Trust, the vesting in and transfer to the Liquidation Trust of the Liquidation Trust Assets, and the making of Distributions by the Liquidation Trust in accordance with the Plan and Liquidation Trust Agreement. On the Effective Date or as soon thereafter as is reasonably practicable, the Liquidation Trustee, under the oversight of the Oversight Committee, shall wind-up the affairs of the Debtors. Upon completion of the winding-up of the Debtors' affairs and without the need for any corporate action or approval and without the need for any corporate filings, the Liquidation Trustee shall dissolve the Debtors and neither the Debtors nor the Liquidation Trustee shall be required to pay any taxes or fees to cause such dissolution. The Liquidation Trust shall bear the cost and expense of the wind-up of the affairs of the Debtors, if any, and the cost and expense of the preparation and filing of the final tax returns for the Debtors. A full-text copy of the Revised Combined Disclosure Statement dated January 4, 2024 is available at https://urlcurt.com/u?l=rZGpnZ from Epiq Corporate Restructuring, LLC, claims agent. Counsel for Debtors: Michael R. Nestor, Esq. Kenneth J. Enos, Esq. S. Alexander Faris, Esq. Kristin L. McElroy, Esq. Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6000 Facsimile: (302) 571-1253 Email: mnestor@ycst.com kenos@ycst.com afaris@ycst.com kmcelroy@ycst.com About Pegasus Home Fashions Pegasus Home Fashions Inc., is a manufacturer of house furnishing products based in Elizabeth, N.J. Pegasus and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11236) on Aug. 24, 2023. In the petition filed by its chief executive officer, Timothy Boates, Pegasus reported $100 million to $500 million in both assets and liabilities. The Debtors tapped Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; SSG Advisors, LLC as investment banker; Reindeer Consulting Group, LLC as tax consultant; Prager Metis CPAs, LLC as tax preparer and tax services provider; and Timothy Boates of RAS Management Advisors, LLC as interim chief executive officer. Epiq Corporate Restructuring, LLC serves as the Debtors' administrative advisor and notice, claims, solicitation and balloting agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Lowenstein Sandler, LLP and Morris James, LLP serve as the committee's bankruptcy counsel and Delaware counsel, respectively. PROPERTY ADVOCATES: Scot Strems Says Plan Patently Unconfirmable ---------------------------------------------------------------- Creditor Scot Strems objects to the Second Amended Disclosure Statement and Second Amended Plan of Reorganization of the Property Advocates, P.A. Mr. Strems claims that the goal of the Debtor's Chapter 11 Plan is to ensure he is either paid nothing, or receives only a minimal distribution. This goal is woven into every section of the Debtor's Disclosure Statement, resulting in illogical treatment of claims and glaring oversights in administration of the estate. Moreover, this bias compromises the integrity of the proposed Plan. Mr. Strems asserts that the current deficiencies in the Debtor's Disclosure Statement impede creditors and stakeholders from making informed decisions about the Debtor's Plan. Instead of providing transparent and comprehensive information, the Debtor drafted a Disclosure Statement consciously omitting creditors' claims and facts to support its projection and analysis. Mr. Strems further asserts that the appointment of the Debtor's proposed litigation agent exacerbates these concerns. The absence of an independent fiduciary committed to impartially investigating and litigating claims raises questions about the fairness of Plan and the claims resolution process. This lack of independence alone jeopardizes the legitimacy of litigation outcomes and, consequently, the Plan's viability. Finally, it is obvious the Disclosure Statement has the above oversights and unsupported conclusions because the Plan needs to provide a 100% distribution to the unsecured creditors so the Debtor's shareholders, Hunter Patterson and Christpher Narchet (together, the "Shareholders"), can retain their equity in the Debtor without violating the absolute priority rule. In reality, it is highly unlikely that the Plan will pay the general unsecured claims in full, and therefore the Plan will violate the absolute priority rule. Mr. Strems states that the Court should not approve the Disclosure Statement and should find the Plan unconfirmable. A full-text copy of Scot Strems' objection dated January 2, 2024 is available at https://urlcurt.com/u?l=eXlrqM from PacerMonitor.com at no charge. Attorneys for Mr. Strems: Daniel N. Gonzalez, Esq. MELAND BUDWICK, P.A. 3200 Southeast Financial Center 200 South Biscayne Boulevard Miami, Florida 33131 Telephone: (305) 358-6363 Facsimile: (305) 358-1221 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. PROPERTY ADVOCATES: Sonia Ortiz Says Disclosure Insufficient ------------------------------------------------------------ Creditor Sonia Ortiz, on behalf of herself and others similarly situated (the "Classes"), objects to the Second Amended Disclosure Statement and Second Amended Plan of Reorganization of the Property Advocates, P.A. On April 16, 2020, Ms. Ortiz filed class litigation against the Debtor, which is pending in the Circuit Court of the Ninth Judicial Circuit in and for Orange County Florida, captioned Sonia Ortiz v. The Strems Law Firm, P.A., et al., Case No. 2020-CA-004053-O (the "Class Litigation"). The claims in the Class Litigation include unlawful taking of Florida Constitutionally protected homestead insurance benefits and an unlawful scheme orchestrated by the Debtor and its then sole shareholder, Scot Strems, through the use of third-party public adjusters to illegally solicit and obtain legal business and clients. The estimated damages across the Classes are at least $60,000,000.00. Ms. Ortiz claims that the Disclosure Statement fails to explain how the Class Litigation claims will be determined and liquidated. The Class Litigation is currently pending in front of the state court, and should be certified and liquidated there. Yet the Debtor offers no insights as to how it plans to address the claims of the Classes by anything more than the objection the Debtor has already filed. Ms. Ortiz asserts that presumably placing the claims of the Classes into Class IX with general unsecured creditors, the Disclosure Statement represents that all holders of unsecured claims will be paid in full. While the Classes appreciate the optimism and hope for 100% recovery, the Debtor has not explained whether and how it has estimated the Class Litigation claims in order to justify its representation of 100% payment with regard to all unsecured claims. As disclosed, the Plan could not support 100% payment of at least $60 million. Finally, the Disclosure Statement fails to disclose information necessary to determine whether the Plan improperly designated the claim of a loan under the Paycheck Protection Program ("PPP") of JP Morgan Chase Bank, N.A. as a separate class of allowed unsecured claim. Under Sections 1123 and 1122 of the Bankruptcy Code, similar claims should not be separately classified. Additionally, classifying similar claims differently to gerrymander an affirmative vote of plan is prohibited. It is unclear why this claim would be treated as something other an unsecured claim and is instead being treated almost as if it is secured if it is not forgiven. A full-text copy of Sonia Ortiz's objection dated January 2, 2024 is available at https://urlcurt.com/u?l=IjaKxh from PacerMonitor.com at no charge. Counsel for Creditor Sonia Ortiz: C. Andrew Roy, Esq. WINDERWEEDLE, HAINES, WARD & WOODMAN, P.A. 329 Park Avenue North, Second Floor Post Office Box 880 Winter Park, FL 32790-0880 Telephone: (407) 423-4246 Fax: (407) 645-3728 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. PROTERRA INC: Amends Chapter 11 Plan Support Agreement ------------------------------------------------------ Proterra Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on January 2, 2024, the Company, certain successors in interest to the Original Plan Sponsor Parties (Anthelion Prodigy Co-Investment LP (f/k/a CSI Prodigy Co-Investment LP), Anthelion I Prodigy Holdco LP (f/k/a CSI I Prodigy Holdco LP), and Anthelion PRTA Co-Investment LP (f/k/a CSI PRTA Co-Investment LP)) (collectively, the "Plan Sponsor Parties") and the Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases entered into the Amended and Restated Chapter 11 Plan Support Agreement. The A&R PSA amends, restates, and replaces the Original PSA in its entirety. The A&R PSA reflects substantially the same rights and obligations with respect to the Company and the Plan Sponsor Parties as the Original PSA, and additionally reflects, among other things, (i) the Committee's agreement to certain affirmative commitments, including supporting the confirmation and consummation of the Amended Proposed Plan, (ii) the Committee's agreement to be bound by certain negative commitments, including commitments not to interfere with the transactions contemplated in the Amended Proposed Plan, and (iii) the Committee's reasonable consent rights with respect to certain definitive documents to be filed in the Chapter 11 Cases (in each case, subject to the terms and conditions of the A&R PSA). The Amended Proposed Plan continues to provide that the Company's existing equity interests will be canceled, without any distribution or compensation provided to current equity holders. As previously disclosed, on November 13, 2023, the Company entered into the Original PSA with CSI GP I LLC (the "Second Lien Agent"), CSI Prodigy Holdco LP, CSI Prodigy Co-Investment LP and CSI PRTA Co-Investment LP (collectively, and together with the Second Lien Agent, the "Original Plan Sponsor Parties"), which contemplated agreed-upon terms for a restructuring of the Company to be implemented by the proposed plan. About Proterra Inc. Proterra Inc.'s business involves designing, manufacturing, and selling electric transit buses and components, batteries, and electric drive trains, and providing and selling related products and services. Proterra Inc. and Proterra Operating Company, Inc., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120) on August 7, 2023. In the petition filed by Gareth T. Joyce, chief executive officer, the Debtor reported total assets as of June 30, 2023 amounting to $818,773,679 and total debt as of June 30, 2023 of $609,498,207. The Honorable Bankruptcy Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel; FTI Consulting, Inc., as financial advisor; Moelis & Company, LLC, as investment banker; and Slaughter and May as special corporate counsel. Kurtzman Carson Consultants LLC is the claims agent. PROTO-VEST DRYERS: James Cross Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 14 appointed James Cross, Esq., at Cross Law Firm, PLC as Subchapter V trustee for Proto-Vest Dryers, LLC. Mr. Cross will be paid an hourly fee of $475 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Cross declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: James E. Cross, Esq. Cross Law Firm, PLC P.O. Box 45469 Phoenix, AZ 85064 Phone: 602-412-4422 Email: jcross@crosslawaz.com About Proto-Vest Dryers Proto-Vest Dryers, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-09288) on December 28, 2023, with $500,001 to $1 million in both assets and liabilities. Stacy Porche, Esq., at Fennemore Craig, P.C. represents the Debtor as legal counsel. PURPLE PEONY: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized Purple Peony, Inc. d/b/a/ Jackie's Java to use cash collateral on a final basis, in accordance with the budget, with a 20% variance. The Debtor requires use of its cash on hand, its future receipts, and accounts receivable to fund its post-Petition operations. The Debtor's business, moreover, depends upon the uninterrupted access to funds held in the Debtor's operating accounts to operate and maintain its ordinary course of business. On September 14, 2020, the Debtor and Jackie's Java, LLC closed on the sale of Jackie's Java, LLC. Through the purchase, the Debtor and its then sister company, Summit View Commercial, LLC, acquired all of Jackie's Java, LLC's assets, inventory, equipment, customer contracts, and goodwill, as well as the real property known by street and number as 309 South Summit View Drive, #9 and 309 South Summit View Drive, #14. On September 14, 2020, the Debtor and Jackie's Java, LLC closed on the sale of Jackie's Java, LLC. Through the purchase, the Debtor and its then sister company, Summit View Commercial, LLC, acquired all of Jackie's Java, LLC's assets, inventory, equipment, customer contracts, and goodwill, as well as the real property known by street and number as 309 South Summit View Drive, #9 and 309 South Summit View Drive, #14. In order to fund the purchase of Jackie's Java, LLC, the Debtor and Summit View, on September 1, 2020, the Debtor and Summit View took out a loan from the Bank as part of the U.S. Small Business Association’s 7(a) Loan Program in the principal amount of $2.726 million. The Loan is secured a first deed of trust against the Property granted by Summit View to the Bank, which was recorded with the Larimer County Clerk & Recorder on September 15, 2020 at Reception No. 20200073971. The Debtor also granted the Bank a security interest in all of the Debtor's assets. On September 16, 2020, the Bank filed a financing statement with the Colorado Secretary of State on September 16, 2020, Filing No. 20202107291. The Bank asserts a blanket lien on all of the Debtor's assets. On August 28, 2023, Summit View merged with and into the Debtor, after which Summit View ceased to exist as a separate entity. On September 7, 2023, the Debtor and Summit View filed a Statement of Merger with the Colorado Secretary of State, Filing No. 20231936877. The Debtor is authorized to use the cash collateral in accordance with the Final Budget during the period from the Petition Date through and including the Termination Date for (i) working capital, general corporate purposes and administrative costs and expenses of the Debtor incurred in the Chapter 11 case, subject to the terms thereof; and (ii) adequate protection payments to the Secured Lenders, as provided therein. As adequate protection, the Bank is granted a replacement lien on all post-petition cash collateral in order for the Debtor to continue to operate to the extent that there is a decrease in value of the Bank's interest in the cash collateral in the same extent and priority that existed on the Petition Date. The Debtor's right to use the cash collateral will terminate on the earlier of: a. the Debtor's failure to satisfy any of the Adequate Protection Obligations or otherwise cure such payments after seven days written notice; b. the confirmation of the Debtor's plan of reorganization; c. conversion of the Debtor's Chapter 11 case to a Chapter 7 case; d. the Debtor's failure to comply with the requirements set forth in the Order; e. a material adverse change in the Debtor's financial condition or business operations; or f. four months from the date of the Order. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=bMsMpk from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $18,130 for January 2024; $18,130 for February 2024; $18,130 for March 2024; and $18,130 for April 2024. About Purple Peony Inc. Purple Peony is the owner of real property located at 309 S Summit View Dr Unit 9 & 14, Fort Collins, CO 80524, having an appraised value of $490,000. Purple Peony, Inc. in Fort Collins, CO, filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 23-14886) on October 24, 2023, listing $877,127 in assets and $2,755,289 in liabilities. Stefanie Mecklenburg as president, signed the petition. BUECHLER LAW OFFICE, L.L.C. serve as the Debtor's legal counsel. QUEST SOFTWARE: $765MM Bank Debt Trades at 40% Discount ------------------------------------------------------- Participations in a syndicated loan under which Quest Software Inc is a borrower were trading in the secondary market around 60.0 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $765 million facility is a Term loan that is scheduled to mature on February 1, 2030. The amount is fully drawn and outstanding. Quest Software provides software solutions. The Company offers enterprise software that identities, users and data, streamlines IT operations, and hardens cyber security from the inside out. Quest Software serves customers in the United States. R&W CLARK CONSTRUCTION: Court OKs Cash Collateral Access Thru Feb 1 ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized R&W Clark Construction, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through February 1, 2024. As previously reported by the Troubled Company Reporter, three creditors may assert a security interest in and to the Debtor's assets: a. The Illinois Department of Employment Security asserts a security interest in the Collateral based upon the filing of notices of lien filed for the time period from February 11, 2004 through December 11, 2018. The IDES asserts a secured claim in the amount of $294,758. b. The Internal Revenue Service asserts a security interest in the Collateral based upon the filing of notices of lien filed for the time period from August 7, 2012 through February 23, 2023. The IRS asserts a secured claim in the amount of $1,210,075. c. The U.S. Small Business Administration asserts a security interest in the Collateral by virtue of a UCC Financing Statement filed with the Illinois Secretary of State on March 12, 2021 related to two Notes, dated February 26, 2021 and September 7, 2021 in the amounts of $150,000 and $500,000, respectively. The current balance due the SBA is $650,000. Based upon the IDES' and the IRS' higher priority lien claims in and to the Collateral, there exists no equity in the Collateral to support the SBA's secured claim. The court said as adequate protection, the IDES, the IRS and any other lien claimants are granted valid and perfected replacement liens in and to post-petition cash collateral and all post-petition property of the Debtor of the same type or kind substantially equivalent to the pre-petition Collateral (excepting avoidance actions of the estate) to the same extent and with the same priority as held prepetition. A further hearing on the matter is set for January 31 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=SiVUYX from PacerMonitor.com. The Debtor projects $275,000 in gross receipts and $257,200 in total expenses. About R&W Clark Construction R&W Clark Construction, Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-03279) on March 11, 2023. In the petition filed by Richard Clark, president and sole shareholder, the Debtor reported up to $50,000 in assets and up to $10 million in liabilities. Judge Timothy A. Barnes oversees the case. The Debtor tapped Gregory K. Stern, PC as counsel and Ziegler & Associates, Ltd. as accountant. RAI INC: Court OKs Interim Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized R.A.I., Inc. to use cash collateral on an interim basis, in accordance with the budget. To the extent that any party possesses a properly perfected security interest in the Debtor's cash collateral, as adequate protection: a. The Debtor will provide such party with a replacement lien on all postpetition accounts receivable to the extent that the use of cash collateral results in a decrease in the value of such party's interest in the cash collateral pursuant to 11 U.S.C. Section 361(2); b. The Debtor will maintain adequate insurance coverage on all personal property assets and adequately insure against any potential loss; c. The Debtor will provide to such secured party all periodic reports and information filed with the Bankruptcy Court, including debtor-in-possession reports; d. The Debtor will only expend cash collateral pursuant to the Budget subject to reasonable fluctuation by no more than 15% for each expense line item per month, plus any fees owed to the U.S. Trustee; e. The Debtor will pay all post-petition taxes; and f. The Debtor will retain in good repair all collateral in which such party has an interest. A final telephonic hearing on the matter is set for January 18, 2024 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=7F1yWQ from PacerMonitor.com. About R.A.I., Inc. R.A.I., Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-16014-JGR) on December 28, 2023. In the petition signed by Scott Owens, general manager, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Joseph G. Rosania Jr. oversees the case. Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C., represents the Debtor as legal counsel. RISE DEVELOPMENT: Seeks to Hire LaMonica Herbst as General Counsel ------------------------------------------------------------------ Rise Development Partners LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ LaMonica Herbst & Maniscalco, LLP as its general counsel. The firm's services include: a. providing legal advice with respect to the Debtors' powers and duties as debtors-in-possession in accordance with the provisions of the Bankruptcy Code; b. preparing, on behalf of the Debtors, all necessary schedules, applications, motions, answers, orders, reports, adversary proceedings and other legal documents required by the Bankruptcy Code and Federal Rules of Bankruptcy Procedure; c. assisting the Debtors in the development and implementation of a plan of reorganization; and d. performing all other legal services for the Debtors that may be necessary in connection with the Chapter 11 cases and the Debtors' attempts to reorganize their affairs under the Bankruptcy Code. The firm will be paid at these rates: Partners $725 per hour Associates $475 per hour Paraprofessionals $225 per hour The firm received from the Debtor a retainer of $26,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Adam Wofse, Esq., a partner at LaMonica Herbst & Maniscalco, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Adam P. Wofse, Esq. LAMONICA HERBST & MANISCALCO, LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, NY 11793 Telephone: (516) 826-6500 Email: awofse@lhmlawfirm.com About Rise Development Partners Rise Development Partners LLC is a full-service construction company in Brooklyn, N.Y., offering a wide range of services, specializing in real estate development and commercial and residential renovations. Rise Development Partners LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-44119) on Nov. 10, 2023, with $1,709,308 in assets and $6,302,176 in liabilities. Lawrence Rafalovich, president, signed the petition. The Debtor is represented by Adam P. Wofse, Esq., at Lamonica Herbst & Maniscalco, LLP. RISE DEVELOPMENT: Seeks to Hire Peter Kutner CPA as Accountant -------------------------------------------------------------- Rise Development Partners LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Peter Kutner CPA, an accountant in New York, as its accountant. Mr. Kutner's services include: (a) analyzing the Debtor's overall financial information and condition; (b) preparing the Debtor's financial reports, as needed; (c) preparing and filing the Debtor's federal, state and local tax returns, as needed; (d) assisting the Debtor in the development and implementation of a plan of reorganization; and (e) performing all other accounting services for the Debtor that may be necessary in connection with this Chapter 11 case and the Debtor's attempts to reorganize its affairs under the Bankruptcy Code. Mr. Kutner's hourly billing rate is $400. As disclosed in the court filings, Mr. Kutner is a "disinterested person" as that term is defined in Bankruptcy Code section 101(14). Mr. Kutner can be reached at: Peter L. Kutner, CPA 44 Avoca Avenue Massapequa Park, NY 11762 Phone: (516) 459-1968 About Rise Development Partners Rise Development Partners LLC is a full-service construction company in Brooklyn, N.Y., offering a wide range of services, specializing in real estate development and commercial and residential renovations. Rise Development Partners LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-44119) on Nov. 10, 2023, with $1,709,308 in assets and $6,302,176 in liabilities. Lawrence Rafalovich, president, signed the petition. The Debtor is represented by Adam P. Wofse, Esq., at Lamonica Herbst & Maniscalco, LLP. RITE AID CORP: $425MM Bank Debt Trades at 24% Discount ------------------------------------------------------ Participations in a syndicated loan under which Rite Aid Corp is a borrower were trading in the secondary market around 76.4 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $425 million facility is a Term loan that is scheduled to mature on August 20, 2026. About $398.1 million of the loan is withdrawn and outstanding. About Rite Aid Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on October 15, 2023. In the petition signed by Jeffrey S. Stein, chief executive officer and chief restructuring officer, the Debtor disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the case. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C. as local bankruptcy counsel, Guggenheim Partners as investment banker, Alvarez & Marsal North America, LLC as financial, tax and restructuring advisor, and Kroll Restructuring Administration as claims and noticing agent. Kramer Levin Naftalis & Frankel LLP, serves as counsel to the Official Committee of Unsecured Creditors. Kelley Drye & Warren LLP serves as co-counsel to the Committee. A Tort Claimants Committee is represented by Akin Gump Strauss Hauer & Feld LLP as lead counsel and Sherman, Silverstein, Kohl, Rose & Podolsky, P.A as local counsel. The Dann Law Firm, P.C.; Martzell, Bickford & Centola; Creadore Law Firm PC; and Thompson Barney advise an Ad Hoc Committee comprised of parents and guardians advocating on behalf of children born with Neonatal Abstinence Syndrome, and who assert general unsecured claims on account of the children's fetal opioid exposure. DLA Piper LLP (US) serves as counsel to Medimpact Healthcare Systems, Inc., the buyer of the Elixir pharmacy benefits management business. Greenberg Traurig, LLP, and Choate Hall & Stewart LLP serve as co-counsel to Bank of America, N.A., the administrative agent for the prepetition first lien lenders and the DIP lenders. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Fox Rothschild LLP represent the Ad Hoc Group of Secured Noteholders. FTI Consulting and Evercore is serving or served as financial advisors to the Bondholders. RIVERSIDE MILK: Gets OK to Hire JP Tax Solutions as Accountant -------------------------------------------------------------- Riverside Milk, LLC received approval from the U.S. Bankruptcy Court for the District of Colorado to hire JP Tax Solutions, LLC to perform professional accounting services. Joey Penfold, managing member of JP Tax Solutions, will be in charge of the Debtor's account. Mr. Penfold will do all the work associated with the Debtor's 2023 tax return at $250 per hour. Mr. Penfold assured the court that he is a "disinterested person" within the meaning on 11 U.S.C. 101(14). The firm can be reached through: Joey K. Penfold JP Tax Solutions LLC 4627 West 20th Street Road Suite B Greeley, CO 80634 Phone: (970) 402-2170 About Riverside Milk Riverside Milk, LLC filed its voluntary Chapter 11 petition (Bankr. D. Colo. Case No. 23-13267) on July 25, 2023, with $1,161,130 in assets and $18,999,089 in liabilities. A. Foy Chapin signed the petition as authorized representative. Judge Michael E. Romero oversees the case. Jonathan M. Dickey, Esq., at Kutner Brinen Dickey Riley, P.C. represents the Debtor as counsel. S & J SERVICE: Hires Frost & Associates as Bankruptcy Counsel ------------------------------------------------------------- S & J Service, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Frost & Associates, LLC as its bankruptcy counsel. The firm will render these services: a. prepare bankruptcy petitions, schedules, and financial statements for filing; b. provide the Debtor with legal advice with respect to their powers and duties pursuant to the Bankruptcy Code; c. prepare on behalf of the Debtor all necessary applications, answers, orders, reports, and other legal papers; d. assist in analyses and representation with respect to lawsuits to which the Debtor are or may be a party; e. negotiate, prepare, file and seek approval of a plan of reorganization; f. represent the Debtor at all hearings, meetings of creditors and other proceedings; and g. perform all other legal services for the Debtor. The firm will be paid at these rates: Daniel A. Staeven $545 per hour Glen Frost $645 per hour Attorneys $525 to $645 per hour Paralegals $100 to $265 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid Frost an advance retainer of $10,000. As disclosed in court filings, Frost & Associates is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daniel Alan Staeven, Esq. FROST & ASSOCIATES, LLC 839 Bestgate Rd. Ste. 400 Annapolis, MD 21401 Phone: (410) 497-5947 Email: daniel.staeven@frosttaxlaw.com About S & J Service, Inc. S & J Service is a construction service company specializing in heavy highway, site and underground utilities, and electrical construction work. The Company provides a multitude of full-scale utilities and infrastructure services including: storm drain, sanitary sewer, water mainline, structural services, electrical conduit installation, electrical structural repairs, surface restoration, manhole rehabilitation, plumbing, and other electrical work. S & J Service, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 24-10018) on Jan. 2, 2024. The petition was signed by Jose Gregorio as president. At the time of filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Daniel Staeven, Esq. at FROST LAW represents the Debtor as counsel. SANUWAVE HEALTH: Receives $1.8M Proceeds From Sale of Securities ---------------------------------------------------------------- SANUWAVE Health, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Dec. 30, 2023, it entered into a Securities Purchase Agreement with certain purchasers for the sale by the Company in a private placement of (i) the Company's future advance convertible promissory notes in an aggregate principal amount of approximately $1.9 million, (ii) warrants to purchase an additional 46.5 million shares of common stock of the Company with an exercise price of $0.067 per share, and (iii) warrants to purchase an additional 46.5 million shares of common stock of the Company with an exercise price of $0.04 per share. The exercise price of the Warrants is subject to adjustment, including if the Company issues or sells shares of common stock or Share Equivalents (as defined in the Warrants) for an effective consideration price less than the exercise price of the Warrants or if the Company lists its shares of common stock on the Nasdaq Capital Market and the average volume weighted average price of such common stock for the five trading days preceding such listing is less than $0.04 per share; provided, however, that the exercise price of the Warrants shall never be less than $0.01 per share. The Warrants have a five-year term. The closing of the Private Placement occurred on Dec. 30, 2023. At the Closing Date, the Company received total proceeds of $1.8 million. Notes On Dec. 30, 2023, the Company issued Notes to the Purchasers in an aggregate principal amount of $1.9 million. Pursuant to the Notes, the Company promised to pay each Purchaser, its designee or registered assigns in cash and/or in shares of common stock, at a conversion price of $0.04, the principal amount (subject to reduction pursuant to the terms of the Note) as may be advanced in disbursements, and to pay interest at a rate of 15% per annum on any outstanding Principal at the applicable Interest rate from the date of the Notes until the Notes are accelerated, converted, redeemed or otherwise. The Conversion Price of the Notes is subject to adjustment, including if the Company issues or sells shares of common stock for a price per share less than the Conversion Price of the Notes or if the Company lists its shares of common stock on the Nasdaq Capital Market and the average volume weighted average price of such common stock for the five trading days preceding such listing is less than $0.04 per share; provided, however, that the Conversion Price shall never by less than $0.01. In connection with the Private Placement, on Dec. 30, 2023, the Company entered into a security agreement in favor of each Purchaser to secure the Company's obligations under the Notes. The rights of each Purchaser to receive payments under its Notes are subordinate to the rights of NH Expansion Credit Fund Holdings LP pursuant to a subordination agreement, which the Company and the Purchasers entered into with North Haven Expansion on Dec. 30, 2023, in connection with the Private Placement. Registration Rights Agreement In connection with the Purchase Agreement, the Company entered into a registration rights agreement with the Purchasers on Dec. 30, 2023, pursuant to which the Company agreed to file a registration statement with the SEC no later than 60 days following the Closing Date to register the resale of the number of shares of common stock issuable upon conversion of the Notes and exercise of the Warrants issued pursuant to such Purchase Agreement and to cause the Registration Statement to become effective within 180 days following the Closing Date. The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act of 1933, as amended, until all Registrable Securities have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) of the Securities Act and otherwise without restriction or limitation pursuant to Rule 144 of the Securities Act, as determined by the counsel to the Company. Waiver Letter In connection with the Purchase Agreement, each Purchaser delivered a waiver letter to the Company, pursuant to which the Purchaser waived, through Dec. 31, 2024, the Company's obligation to (i) effect a reverse stock split of its common stock on or before Dec. 31, 2023 pursuant to the Notes and the Warrants; (ii) reserve a specified number of shares of Company common stock from its duly authorized capital stock and amend the Company's Articles of Incorporation to increase the number of authorized but unissued shares of common stock, in each case pursuant to the Purchase Agreement; and (iii) register the shares underlying the Notes and Warrants pursuant to the Registration Rights Agreement. Letter Agreement In connection with the Purchase Agreement, each Purchaser also delivered a letter agreement to the Company, pursuant to which the Purchasers agreed to receive shares of the Company's common stock in exchange for the Notes and the Warrants immediately prior to the closing of the Company's planned business combination with SEP Acquisition Corp. ("SEPA"). Pursuant to the Letter Agreements, the Purchasers will receive, in the form of Company common stock at an exchange ratio of $0.04 per share, the full amount of principal and interest that would be due and payable on the Notes as of the maturity date. Warrants with an exercise price of $0.04 per share will be exchanged for 0.9 shares of Company common stock per share that are subject to such Warrants, and Warrants with an exercise price of $0.067 per share will be exchanged for 0.85 shares of Company common stock per share that are subject to such Warrants. The Purchasers will pay no new consideration to the Company in connection with these exchanges. About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is focused on the research, development, and commercialization of its patented, non-invasive and biological response-activating medical systems for the repair and regeneration of skin, musculoskeletal tissue, and vascular structures. SANUWAVE's end-to-end wound care portfolio of regenerative medicine products and product candidates help restore the body's normal healing processes. SANUWAVE applies and researches its patented energy transfer technologies in wound healing, orthopedic/spine, aesthetic/cosmetic, and cardiac/endovascular conditions. SANUWAVE reported a net loss of $10.29 million for the year ended Dec. 31, 2022, compared to a net loss of $27.26 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $19.87 million in total assets, $60.88 million in total liabilities, and a total stockholders' deficit of $41.01 million. In its Quarterly Report for the three months ended Sept. 30, 2023, SANUWAVE expressed substantial doubt as to its ability to continue as a going concern. SANUWAVE said the recurring losses from operations, the events of default on the Company's notes payable, and dependency upon future issuances of equity or other financing to fund ongoing operations have raised substantial doubt as to its ability to continue as a going concern for a period of at least twelve months from the filing of the Form 10-Q. SCO ENTERPRISES: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------------- SCO Enterprises, Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida, Fort Myers Division, for authority to use cash collateral in accordance with the budget, with a 10% variance, and provide adequate protection. The Debtor requires the use of cash collateral to fund its operating expenses and costs of administration in this Chapter 11 case for the duration of the Chapter 11 case. The creditors that may claim blanket liens against the Debtor's assets are Achieva Credit Union, Wells Fargo Bank, N.A., and Northpoint Commercial Finance. The Secured Creditors are secured by various personal property, inventory, accounts receivable, cash, and cash deposits owned by the Debtor. The Secured Creditor Assets include vehicle inventory of approximately $220,000; parts and accessories inventory of approximately $307,000; and accounts receivable, cash, and cash on deposit having a total approximate value of 80,000. As adequate protection for the use of cash collateral, Debtor offers the Secured Creditors the following: a. post-petition replacement liens on the Secured Creditor Assets to the same extent, validity, and priority as existed pre-petition; b. the right to inspect the Secured Creditor Assets on 48 hour notice, provided that said inspection does not interfere with the operations of the Debtor; and c. copies of monthly financial documents generated in the ordinary course of business and other information as the Secured Creditor reasonably requests with respect to the Debtor's operations. A copy of the motion is available at https://urlcurt.com/u?l=EXvTLo from PacerMonitor.com. About SCO Enterprises, Inc. SCO Enterprises, Inc. is a small business which provides motorcycle sales, service, parts, and accessories throughout Southwest Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 2:24-bk-00006-CED) on January 2, 2024. In the petition signed by Stephen C. Leckie, president, the Debtor disclosed up to $1 million in both assets and liabilities. Jonathan Bierfeld, Esq., at Martin Law Firm, represents the Debtor as legal counsel. SIFCO INDUSTRIES: RSM US Raises Going Concern Doubt --------------------------------------------------- SIFCO Industries, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended September 30, 2023, that the Company's Auditor, RSM US LLP, expressed that there is substantial doubt about the Company's ability to continue as a going concern. RSM US LLP said, "We have audited the accompanying consolidated balance sheet of SIFCO Industries, Inc. and its subsidiaries as of September 30, 2023, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements and financial statement schedule included under Item 15(a). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America." "The Company has debt maturing in October 2024 and an alternate financing arrangement has yet to be executed. This raises substantial doubt about the Company's ability to continue as a going concern." According to the Company, it is evaluating available financial alternatives, including obtaining acceptable alternative financing. The Company cannot provide assurances that it will be successful in restructuring the existing debt obligations, obtaining capital, or entering into a strategic alternative transaction which provides sufficient funding for the refinancing of its outstanding indebtedness prior to the maturity date of its obligations under the Credit Agreements. For the years ended September 30, 2023, the Company reported a net loss of $8.7 million, compared with a net loss of $9.6 million for the same period in 2022. About SIFCO Cleveland, Ohio-based SIFCO Industries, Inc. was incorporated in 1916. SIFCO engages in the production of forgings, sub-assemblies, and machined components primarily for the Aerospace and Energy ("A&E") markets. The processes and services include forging, heat-treating, chemical processing, and machining. As of September 30, 2023, the Company has $96 million in total assets and $61.7 in total liabilities. SINTX TECHNOLOGIES: Granted Sixth U.S. Patent --------------------------------------------- SINTX Technologies, Inc. announced that it has been granted its sixth United States patent in the last year. All of these United States patents are related to the antipathogenic properties of silicon nitride. The six United States patents granted to SINTX are: * 11,591,217; Antipathogenic Devices and Methods Thereof * 11,672,252; Antifungal Composites and Methods Thereof * 11,738,122; Antibacterial Biomedical Implants and Associated Materials, Apparatus, and Methods * 11,844,344; Systems and Methods for Rapid Inactivation of SARS-COV-2 by Silicon Nitride and Aluminum Nitride * 11,850,214; Antiviral Compositions and Devices and Methods of Use Thereof * 11,857,001; Antipathogenic Face Mask The significance of the six mentioned patents lies in their innovative approaches towards utilizing silicon nitride (Si3N4) in a wide range of antipathogenic solutions. The surface antipathogenic properties of silicon nitride have been published extensively in the peer literature by SINTX as well as by outside investigators. The first two patents (US Patent Nos. 11,591,217 and 11,672,252) cover slurries and composites of silicon nitride with polymethyl methacrylate (PMMA) for use in combating fungal infections in plants and preventing fungal colonization of medical implants - including specific applications in dentistry. The third patent (US Patent No. 11,738,122) describes implants comprised of polymeric and titanium materials coated with SiYAlON (a subclass of silicon nitride materials) as well as implants made from composites of SiYAlON and polymers like polyetheretherketone (PEEK) as candidates for reducing infection burden in biomedical applications. (These coating and composite technologies are the foundation for recent and ongoing NIH-funded commercialization work at SINTX.) The fourth patent (US Patent No. 11,844,344) presents a method for rapid inactivation of viruses using silicon nitride in various objects such as protective gear used by medical personnel. The fifth patent (US Patent No. 11,850,214) extends the antiviral composition to include various silicon nitride materials, thereby offering versatility in forms like slurry or spray applicable to medical devices. The final patent (US Patent No. 11,857,001) emphasizes an antipathogenic face mask containing silicon nitride and capable of inactivating human viruses. The Company announced it has also received three foreign patents on its proprietary technologies in 2023. SINTX has forty-three patent applications that are currently pending around the world including in the United States, Asia, Europe, and Brazil. "These patent grants and pending patent applications reflect SINTX's commitment to protecting the intellectual property that has been created by the SINTX Research and Development team," said Dr. Ryan Bock, VP of R&D. "Together, these patents showcase a wide range of innovative applications of silicon nitride in addressing diverse pathogenic challenges across various applications in agriculture, dentistry, medical implants, durable medical equipment, and personal protective equipment. We look forward to working with our current and future partners in commercializing these technologies and broadening the applications that benefit from silicon nitride." About SINTX Technologies Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. -- https://ir.sintx.com -- is an advanced ceramics company that develops and commercializes materials, components, and technologies for biomedical, technical, and antipathogenic applications. The core strength of SINTX Technologies is the manufacturing, research, and development of advanced ceramics for external partners. SINTX reported net loss of $12.04 million in 2022, a net loss of $9.31 million in 2021, a net loss of $7.03 million in 2020, and a net loss of $4.79 million in 2019. For the six months ended June 30, 2023, the Company reported a net loss of $2.75 million. As of Dec. 31, 2022, the Company had $15.77 million in total assets, $10.07 million in total liabilities, and $5.70 million in total stockholders' equity. In its Quarterly Report for the three months ended Sept. 30, 2023, SINTX expressed substantial doubt about its ability to continue as a going concern. If the Company seeks to obtain additional equity or debt financing, such funding is not assured and may not be available to the Company on favorable or acceptable terms and may involve significant restrictive covenants. Any additional equity financing is also not assured and, if available to the Company, will most likely be dilutive to its current stockholders. If the Company is not able to obtain additional debt or equity financing on a timely basis, the impact on the Company will be material and adverse. These uncertainties raise substantial doubt about the Company's ability to continue as a going concern. SINTX disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Oct. 20, 2023, the Company received a notice from Nasdaq Listing Qualifications department of the Nasdaq Stock Market LLC stating that the bid price of the Company's common stock for the 30 consecutive trading days prior to Oct. 20, 2023 had closed below the minimum $1.00 per share required for continued listing under Listing Rule 5550(a)(2). SMOKE SHOWIN': Court OKs Cash Collateral Access on Final Basis -------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Smoke Showin' Catering, LLC d/b/a/ Station House BBQ on a final basis, in accordance with the budget. Subject to the provisions of the order, the Debtor is authorized to use cash collateral to pay: (a) amounts expressly authorized by the Court, including any required monthly payments to the Subchapter V Trustee; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) additional amounts as may be expressly approved in writing by the SBA and Westwood Funding, LLC. Additionally, the Debtor is authorized, without further order of the Court, to make necessary expenditures for repairs, maintenance, or equipment replacement, provided that any single such expenditure does not exceed $1,500. Each creditor with a security interest in cash collateral will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under applicable loan and security documents with the SBA and Westwood Funding, LLC. A copy of the order is available at https://urlcurt.com/u?l=wAwrFK from PacerMonitor.com. About Smoke Showin' Catering Smoke Showin' Catering, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05461) on Dec. 1, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Catherine Peek McEwen oversees the case. Matthew B. Hale, Esq., at Stichter, Riedel, Blain & Postler represents the Debtor as legal counsel. SPACE SHADOW: Hires David J. Winterton as Bankruptcy Counsel ------------------------------------------------------------ Space Shadow LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ David J. Winterton & Assoc., Ltd. as its bankruptcy counsel. The Debtor's previous counsel withdrew from the case. The firm's services will include attending hearings, filing required bankruptcy schedules and papers, preparing a disclosure statement and plan of reorganization, counseling the Debtor, and representation in matters necessary to reorganize the Debtor. The firm will be paid at these rates: Attorneys $250 to $400 per hour Paralegal $150 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. David Winterton Esq., a partner at David J. Winterton & Assoc., disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: David J. Winterton Esq. DAVID J. WINTERTON & ASSOC., LTD. 7881 W. Charleston Blvd., Suite 220 Las Vegas, NV 89117 Tel: (702) 363-0317 Fax: (702) 363-1630 Email: david@davidwinterton.com About Space Shadow LLC Space Shadow LLC in Henderson, NV, filed its voluntary petition for Chapter 11 protection (Bankr. D. Nev. Case No. 23-14412) on October 9, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Kayvoughn Moradi as managing member, signed the petition. Judge Hilary L. Barnes oversees the case. ANDERSEN & BEEDE serve as the Debtor's legal counsel. SPEEDWAY AUTO: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- Speedway Auto Sales 27, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for authority to use cash collateral retroactive to the petition date and provide adequate protection. The Debtor requires the use if cash collateral to fund its operating expenses and costs of administration in the Chapter 11 case. The creditors that may claim blanket liens against the Debtor's assets are Westlake Flooring Company LLC, The LCF Group, Inc., U.S. Small Business Administration, and Flex Plus LLC. The Secured Creditors are secured by various personal property, inventory and cash owned by the Debtor. The Secured Creditor Assets include: 17 vehicles (inventory) subject to floor plan financing valued at $510,000; $115,000 cash on deposit and non floor-planned vehicle inventory having an approximate value of $90,000 as of December 19, 2023. As adequate protection for the use of cash collateral, the Debtor offers the Secured Creditor the following: a. Post-petition replacement liens on the Secured Creditor Assets to the same extent, validity, and priority as existed pre-petition; b. The right to inspect the Secured Creditor Assets on 48 hours notice, provided that said inspection does not interfere with the operations of the Debtor; and c. Copies of monthly financial documents generated in the ordinary course of business and other information as the Secured Creditor reasonably requests with respect to the Debtor's operations. A copy of the motion is available at https://urlcurt.com/u?l=VH9ELA from PacerMonitor.com. About Speedway Auto Sales 27, LLC Speedway Auto Sales 27, LLC is a pre-owned vehicle dealership located in Florida. Speedway Auto Sales 27, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05737) on Dec. 19, 2023. The petition was signed by Suyapa Duran as manager. At the time of filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Buddy D. Ford, Esq. at BUDDY D. FORD, P.A. represents the Debtor as counsel. STONEYBROOK FAMILY: Case Summary & 10 Unsecured Creditors --------------------------------------------------------- Debtor: Stoneybrook Family Dentistry, P.A. 14835 West Colonial Dr. Winter Garden, FL 34787 Business Description: The Debtor specializes in cosmetic dentistry, invisalign, dental implants, pediatric dentistry, root canal therapy, and smile makeovers. Chapter 11 Petition Date: January 8, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-00076 Judge: Hon. Tiffany P Geyer Debtor's Counsel: Daniel A. Velasquez, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: dvelasquez@lathamluna.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dr. Wendi K. Wardlaw as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EF722II/Stoneybrook_Family_Dentistry_PA__flmbke-24-00076__0001.0.pdf?mcid=tGE4TAMA SYSTEM1 INC: Commences Tender Offer to Purchase Up to $79.4M Loans ------------------------------------------------------------------ System1, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Jan. 3, 2024, the Company, together with its subsidiaries Orchid Merger Sub II, LLC and S1 Holdco, LLC, announced the commencement of a modified "Dutch auction" tender offer to purchase up to $79.4 million (depending upon the auction clearing prices in the Tender Offer) of the outstanding term loans under its Credit and Guaranty Agreement, dated Jan. 27, 2022, with Bank of America, N.A. as Administrative Agent, Swing-Line Lender and L/C Issuer and Bank of America, N.A. as Lead Arranger and Bookrunner at a discount in the range of 63% to 70% of par. The Tender Offer is being conducted pursuant to and in accordance with the terms and conditions provided for in the Credit Agreement. In connection with the Tender Offer, the Company provided the lenders with certain information regarding the terms of the Tender Offer in accordance with the terms and conditions of the Credit Agreement. Nothing in the Current Report on Form 8-K is deemed to be an offer. The Tender Offer is not conditioned upon any minimum amount of term loans being tendered for purchase, and is not subject to a financing condition. The Tender Offer is scheduled to expire at 5:00 pm, New York City time, Jan. 9, 2024, unless extended or terminated. About System1 Headquartered in Marina Del Rey, CA, System1, Inc. operates an omnichannel customer acquisition platform, delivering high-intent customers to advertisers and marketing antivirus software packages to end user customers. Los Angeles, California-based PricewaterhouseCoopers LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 5, 2023, citing that the Company has violated a covenant which resulted in the outstanding principal balances under the Company's Term Loan and Revolving Facility with Bank of America being callable at the request of, or with the consent of, the required majority lenders and has insufficient liquidity to settle the outstanding principal balances of the Term Loan and Revolving Facility that raise substantial doubt about its ability to continue as a going concern. TANTUM COMPANIES: Court OKs Cash Collateral Access on Final Basis ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of North Carolina, Charlotte Division, authorized Tantum Companies, LLC to use cash collateral on a final basis, in accordance with the budget, through January 14, 2024. Guaranty Bank's consent to use cash collateral during the time period set forth in the Budget is subject to the following additional terms and conditions, which will apply prospectively from the date of this Order. Guaranty Bank's consent to use cash collateral during the Budget Period will be deemed withdrawn upon the occurrence of any of the following events: (i) the dismissal of either of the Debtors' bankruptcy cases, or conversion of either case to Chapter 7, (ii) the filing of a motion seeking to grant a security interest to any party senior to that of Guaranty Bank, (iii) the appointment of a Chapter 11 trustee or an examiner in the Chapter 11 Cases, (iv) the breach of any provision of the Order with respect to use of cash collateral, and (v) the entry of an order lifting stay against any Prepetition Collateral by any other secured party with liens thereon. As adequate protection for Guaranty Bank's interest in cash collateral, Guaranty Bank is granted valid, attached, choate, enforceable, perfected and continuing security interests in, and liens upon post-petition assets of the Debtors of the same character and type actually used, to the same validity, priority and extent as the liens and encumbrances of Guaranty Bank attached to the Debtors' assets prepetition. Guaranty Bank's security interests in, and liens upon, the Post-Petition Collateral will have the same validity, priority and extent as existed between Guaranty Bank, the Debtors, and all other creditors or claimants against the Debtors' estates on the Petition Date. As further adequate protection, Guaranty Bank will be entitled to a superpriority administrative expense claim under 11 U.S.C. section 507(b), and all other relief available under the Bankruptcy Code or other applicable law or the applicable loan documents, if and to the extent that it demonstrates a diminution in the value of the Prepetition Collateral as a result of the Debtors' use of cash collateral. A further hearing on the matter is set for January 10, 2024 at 9:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=aFLmti from PacerMonitor.com. About Tantum Companies Tantum Companies, LLC, operates in the restaurant industry. The company is based in Charlotte, N.C. Tantum Companies and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Lead Case No. 23-30407) on June 26, 2023. In the petition signed by CEO Mark Cote, Tantum Companies disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Craig Whitley oversees the cases. Robert A. Cox, Jr., Esq., at Hamilton Stephens Steele + Martin, PLLC and Blystone and Donaldson serve as the Debtors' legal counsel and financial advisor, respectively. Moon Wright & Houston, PLLC represents the official committee of unsecured creditors appointed in the Debtors' Chapter 11 cases. THOMAS ORTHODONTICS: Wins Cash Collateral Access on Final Basis --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Wisconsin, authorized Thomas Orthodontics, S.C. to use cash collateral, on a final basis, in accordance with the budget, with a 10% variance. As previously reported by the Troubled Company Reporter, Wisconsin Bank & Trust, Citizens First Bank, the Small Business Administration, Kapitus Servicing, Inc., and Channel Partners Capital, LLC may have an interest in the cash collateral. As adequate protection, the Secured Creditors were granted replacement liens of the same priority to the same extent in the cash collateral as existed immediately before the Petition Date. The Replacement Liens will be deemed automatically perfected upon entry of the order without the necessity of a creditor taking possession, filing financing statements, mortgages or other documents; provided, however, that the Debtor will execute any necessary perfection documents upon the request of a creditor holding a valid interest in cash collateral. No creditor will improve its secured position as a result of the Replacement Liens. As further adequate protection for the Debtor's use of the Collateral, WBT will receive, without limitation, the following adequate protection payments from the Debtor: effective January 1, 2024, and continuing until the Court orders otherwise, the Debtor will pay WBT interest only payment on the entire portion of the Loan, at the interest rate of 6.25% as required under the prepetition loan documents calculated at the amount of $4,283. The court said the period to object to the Debtor's Amended Motion for Final Approval of the use of cash collateral expired December 26, 2023, except for Citizens First Bank. A copy of the court's order is available at https://urlcurt.com/u?l=uhiJRv from PacerMonitor.com. About Thomas Orthodontics, S.C. Thomas Orthodontics, S.C. operates an orthodontics practice at two offices located in Hartford and Menomonee Falls. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wisc. Case No. 23-25432-rmb) on November 17, 2023. In the petition signed by Jess Thomas, owner, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Rachel M. Blise oversees the case. Evan P. Schmit, Esq., at Kerkman & Dunn, represents the Debtor as legal counsel. THRASIO LLC: $325MM Bank Debt Trades at 51% Discount ---------------------------------------------------- Participations in a syndicated loan under which Thrasio LLC is a borrower were trading in the secondary market around 48.6 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $325 million facility is a Delay-Draw Term loan that is scheduled to mature on December 18, 2026. Thrasio LLC -- https://www.thrasio.com -- specializes in buying Amazon third-party private label businesses. Its portfolio includes Angry Orange pet odor eliminators and stain removers, Wise Owl Outfitters camping and outdoor gear, and more than 200 other Amazon and ecommerce brands. Thrasio was co-founded in 2018 by Joshua Silberstein. THRASIO LLC: $740MM Bank Debt Trades at 51% Discount ---------------------------------------------------- Participations in a syndicated loan under which Thrasio LLC is a borrower were trading in the secondary market around 49.0 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The $740 million facility is a Term loan that is scheduled to mature on December 18, 2026. The amount is fully drawn and outstanding. Thrasio LLC -- https://www.thrasio.com -- specializes in buying Amazon third-party private label businesses. Its portfolio includes Angry Orange pet odor eliminators and stain removers, Wise Owl Outfitters camping and outdoor gear, and more than 200 other Amazon and ecommerce brands. Thrasio was co-founded in 2018 by Joshua Silberstein. TNT INDUSTRIES: Wins Cash Collateral Access Thru April 30 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Utah authorized TNT Industries, LLC to use cash collateral, on an interim basis in accordance with the budget, from the earlier of (i) the petition date through April 30, 2024, or (ii) the petition date through the effective date of any Chapter 11 plan of reorganization. Kapitus Servicing, Inc. as authorized subservicing agent of Kapitus LLC, Advanced Servicing, Inc., and Cloudfund, LLC assert a security interest and lien on the Debtor's cash collateral. In exchange for the Debtor's use of cash collateral, and in order to provide adequate protection to the Additional Cash Collateral Claimants for the Debtor's use of the same, each of the Additional Cash Collateral Claimants are granted a valid, binding, enforceable, and automatically perfected revolving post-petition adequate protection replacement lien on all presently existing or after-acquired post-petition assets of the Debtor of the same nature, type, or category in which such Additional Cash Collateral Claims respectively held a pre-petition security interest or lien, but only to the same extent, value, and priority that existed in the Debtor's assets as of the petition date. As additional adequate protection for the Debtor's use of cash collateral, and upon the written request of any of the Additional Cash Collateral Claimants, the Debtor will provide proof of adequate insurance coverage for the collateral pledged to these creditors and the Debtor's operations consistent with the U.S. Trustee's Chapter Guidelines. A copy of the order is available at https://urlcurt.com/u?l=lCKBc4 from PacerMonitor.com. About TNT Industries TNT Industries, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 23-24401) on Oct. 1, 2023. In the petition signed by Gabriel Tilley, managing member, the Debtor disclosed up to $1 million in both assets and liabilities. Judge William T. Thurman oversees the case. Geoffrey L. Chesnut, Esq., at Red Rock Legal Services, PLLC serves as the Debtor's counsel. TRINITY LEGACY: Wins Cash Collateral Access Thru March 31 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Mexico authorized Trinity Legacy Consortium, LLC, an Oregon Limited Liability Company, to use cash collateral to pay the expenses as set out in the budget, with a 10% variance, for the period of January 1, 2024, through March 31, 2024. As previously reported by the Troubled Company Reporter, Trinity Legacy owes two parties that are secured by the Debtor's intangible assets: -- The Small Business Administration, in the amount of approximately $150,000. The SBA holds a security interest in all tangible and intangible personal property, including, but not limited to: (a) inventory, (b) equipment, (c) instruments, including promissory notes (d) chattel paper, including tangible chattel paper and electronic chattel paper, (e) documents, (f) letter of credit rights, (g) accounts, including health-care insurance receivables and credit card receivables, (h) deposit accounts, (i) commercial tort claims, (j) general intangibles, including payment intangibles and software, and (k) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. -- Forward Financing LLC, in the amount of approximately $120,000. Forward Financing holds a security interest in the future account receipts of the Debtor, pursuant to a Financing Approval Statement, dated September 20, 2022. As adequate protection, SBA and Forward Financing are granted replacement liens on postpetition assets, to the same extent and with the same priority as they held valid liens on such collateral pre-petition, without the necessity of any filing or recording to establish perfection of such post-petition liens. In addition, the Debtor will continue to make monthly payments of $750 to the SBA and $2,000 to Forward Financing, pursuant to their contracts, with such payments constituting adequate protection payments. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=pVttLt from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $211,250 for January 2024; $211,500 for February 2024; and $211,500 for March 2024. About Trinity Legacy Consortium, LLC Trinity Legacy Consortium, LLC operates a construction and home building business with locations in Farmington, New Mexico, and Wallowa, Oregon. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.M. Case No. 22-10973) on December 7, 2022. In the petition signed by Jan Swift and Jacob Swift, managing members, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Robert H Jacobvitz oversees the case. Dennis A. Banning, Esq., at NM Financial Law, P.C., is the Debtor's legal counsel. USA RV: Seeks Cash Collateral Access ------------------------------------ USA RV, LLC asks the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, for authority to use cash collateral and provide adequate protection. The Debtor seeks to reorganize operations, reduce cash flow requirements and continue with this line of business through a consensual reorganization under Chapter 11. The Debtor believes that the parties that may have an interest in its cash collateral are identified as follows: a. Automotive Finance Corporation - by way of Security Agreement and UCC-1 financing statement number 20190014043F filed on February 12, 2019 with the North Carolina Secretary of State. b. U.S. Small Business Administration - by way of Security Agreement and UCC-1 financing statement number 20200059522J filed on May 22, 2020 with the North Carolina Secretary of State. c. Northpoint Commercial Finance, LLC - by way of Security Agreement and UCC-1 financing statement number 20200102111A filed on July 9, 2020 with the North Carolina Secretary of State. d. SouthState Bank, NA - by way of Security Agreement and UCC-1 financing statement number 20220126386C filed on September 14, 2022 with the North Carolina Secretary of State. e. Wells Fargo Commercial Distribution Finance, LLC - by way of Security Agreement and UCC-1 financing statement number 20220157501G filed on November 22, 2022 with the North Carolina Secretary of State. The potentially secured parties have not yet consented to the Debtor's use of cash collateral. At the time of the petition, the Debtor had cash on hand of approximately $32,835 in its bank accounts, all of which was transferred to the Debtor's DIP account after filing and unencumbered personal property, (including inventory not subject to a prior lien, equipment, furnishings, raw materials and finished goods), valued at approximately $98,249. The Debtor needs to use the funds in the DIP account to continue normal operations and to maintain its going concern value. The Debtor proposes to adequately protect the Potential Secured Creditors by giving them a replacement lien on post-petition cash and personal property to the same extent, and with the same priority, as any pre-petition perfected lien. The Debtor further proposes an adequate protection payments to the SBA in the amount of $350 and to Northpoint in the amount of $1,000, amounts that provide a greater than contract rate of interest on each expected secured claim after cram down. A hearing on the matter is set for January 10, 2024 at 11 a.m. A copy of the motion is available at https://urlcurt.com/u?l=zM8b63 from PacerMonitor.com. About USA RV, LLC USA RV, LLC is a locally owned and operated company that sells new and used recreational vehicles. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00001) on January 1, 2024. In the petition signed by David W. Hall, member, the Debtor disclosed $2,850,847 in assets and $4,487,838 in liabilities. Danny Bradford, Esq., at Paul D. Bradford, PLLC, represents the Debtor as legal counsel. USA RV: Seeks to Hire Bradford Law Offices as Bankruptcy Counsel ---------------------------------------------------------------- USA RV, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Bradford Law Offices to handle its Chapter 11 case. Bradford Law Offices' hourly rates are as follows: Attorney time outside court $550 Attorney time in court $550 Paralegal time $185 Danny Bradford, Esq., an attorney at Bradford Law Offices, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Danny Bradford, Esq. BRADFORD LAW OFFICES 455 Swiftside Drive, Suite 106 Cary, NC 27518-7198 Telephone: (919) 758-8879 Email: Dbradford@bradford-law.com About USA RV, LLC USA RV is a locally owned and operated company that sells new and used recreational. USA RV, LLC filed its voluntary petition for relief for protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-00001) on Jan. 1, 2024. The petition was signed by David W. Hall as member. At the time of filing, the Debtor estimated $2,850,847 in assets and $4,487,838 in liabilities. Danny Bradford, Esq. at PAUL D. BRADFORD, PLLC represents the Debtor as counsel. VISTAGEN THERAPEUTICS: EPO Intends to Grant Patent for AV-101 ------------------------------------------------------------- Vistagen announced that the European Patent Office (EPO) issued a Notice of Intention to Grant a patent related to the use of AV-101 for the treatment of neuropathic pain. AV-101 is the Company's investigational oral prodrug of 7-chloro-kynurenic acid (7-Cl-KYNA), a potent and selective full antagonist (i.e., inhibitor) of the glycine coagonist site of the N-methyl-D-aspartate receptor (NMDAR). The patent, once granted, will not expire until at least 2034 and will become part of Vistagen's global patent portfolio on therapeutic uses and manufacturing techniques for AV-101. AV-101 Preclinical Data in Pain Models Preclinical data previously published in the peer-reviewed journal, The Journal of Pain, demonstrate robust antinociceptive effects, similar to gabapentin, but with a better side effect profile in several preclinical models of hyperalgesia and allodynia. In the study, AV-101 prodrug was systematically administered in four rat models of pain to examine its analgesic and behavioral profile. Dose-dependent anti-hyperalgesia effects were shown in the four models of pain. Compared to the control drugs tested (gabapentin and MK-801), AV-101 has similar robust anti-nociceptive effects but, contrary to the control drugs tested, AV-101 had no discernable negative side effects. The preclinical study was conducted by Tony L. Yaksh, PhD, Professor of Anesthesiology and Pharmacology at the University of California, San Diego. Further preclinical research conducted by Dr. Yaksh comparing AV-101 to pregabalin in the Chung ligation model of pain, an accepted gold standard preclinical model for chronic neuropathic pain caused by nerve damage, demonstrated that AV-101 had a significant dose response with similar efficacy in this rat model of a mononeuropathy as compared to pregabalin, which was used as an active comparator. The statistically significant positive preclinical results suggest AV-101's potential to treat multiple hyperpathic pain states. AV-101 Phase 1 Clinical Data Additionally, clinical data from both the single and multi-dose Phase 1 studies previously published in the peer-reviewed publication, Scandinavian Journal of Pain, indicated that oral AV-101 was well-tolerated, with no meaningful difference in adverse events at any dose between AV-101 and placebo. Although the AV-101 study was not designed to achieve statistical significance in reducing pain in healthy volunteers, there were consistent reductions for allodynia pain and mechanical and heat hyperalgesia. The study was conducted by Mark S. Wallace, MD, Professor of Anesthesiology and Pain Management Specialist at the University of California, San Diego. The preclinical data involving gabapentin and pregabalin, paired with the favorable safety and tolerability profile of AV-101 in all clinical studies completed to date, as well as previously reported positive preclinical results in levodopa-induced dyskinesia (LID) associated with Parkinson's therapy, demonstrate potential for Phase 2 development of AV-101 as a new non-opioid treatment alternative for multiple CNS disorders. Vistagen plans to seek potential strategic collaborations to further advance the clinical development and commercialization of AV-101. About VistaGen Headquartered in San Francisco, California, VistaGen Therapeutics, Inc. -- http://www.vistagen.com-- is a late clinical-stage biopharmaceutical company aiming to transform the treatment landscape for individuals living with anxiety, depression and other CNS disorders. The Company is advancing therapeutics with the potential to be faster-acting, and with fewer side effects and safety concerns, than those that are currently available for treatment of anxiety, depression and multiple CNS disorders. Vistagen reported a net loss and comprehensive loss of $59.25 million for the fiscal year ended March 31, 2023, compared to a net loss and comprehensive loss of $47.76 million on $1.11 million of total revenues for the year ended March 31, 2022. As of March 31, 2023, the Company had $21.09 million in total assets, $9.01 million in total liabilities, and $12.08 million in total stockholders' equity. San Francisco, California-based WithumSmith+Brown, PC, the Company's auditor since 2006, issued a "going concern" qualification in its report dated June 28, 2023, citing that the Company has suffered negative cash flows from operations and recurring losses from operations since inception, resulting in an accumulated deficit of $326.9 million as of March 31, 2023, that raise substantial doubt about its ability to continue as a going concern. VUE ENTERTAINMENT: EUR648.6MM Bank Debt Trades at 65% Discount -------------------------------------------------------------- Participations in a syndicated loan under which Vue Entertainment International Ltd is a borrower were trading in the secondary market around 34.8 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The EUR648.6 million facility is a Term loan that is scheduled to mature on December 31, 2027. The amount is fully drawn and outstanding. Vue International is a multinational cinema holding company based in London, England. WARREN COMPANIES: James Cross Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 14 appointed James Cross, Esq., at Cross Law Firm, PLC as Subchapter V trustee for The Warren Companies, LLC. Mr. Cross will be paid an hourly fee of $475 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Cross declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: James E. Cross, Esq. Cross Law Firm, PLC P.O. Box 45469 Phoenix, AZ 85064 Phone: 602-412-4422 Email: jcross@crosslawaz.com About The Warren Companies The Warren Companies, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-09293) on December 28, 2023, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Stacy Porche, Esq., at Fennemore Craig, P.C. represents the Debtor as legal counsel. WHITE COLUMNS: Seeks to Hire J. Michael Levengood as Counsel ------------------------------------------------------------ White Columns at Kingston, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ the Law Office of J. Michael Levengood, LLC as its counsel. The Debtor requires counsel to: (a) advise the Debtor with respect to its powers and duties as a Debtor and Debtor-in-possession in the continued management and operation of its business and property; (b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the Chapter 11 Case, including all of the legal and administrative requirements of operating in Chapter 11; (c) take necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on their behalf, the defense of any actions commenced against the estates, negotiations concerning all litigation in which the Debtor may be involved and objections to claims filed against the estate; (d) review and prepare on behalf of the Debtor all documents and agreements as they become necessary and desirable; (e) review and prepare on behalf of the Debtor all motions, administrative and procedural applications, answers, orders, reports and papers necessary to the administration of the estate; (f) negotiate and prepare on the Debtor's behalf a plan of reorganization, disclosure statement and all related agreements and/or documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (g) review and object to claims; analyze, recommend, prepare, and bring any causes of action created under the Bankruptcy Code; (h) advise the Debtor in connection with any sale of assets; (i) appear before this Court, any appellate courts, and the U.S. Trustee, and protect the interests of the Debtor's estate before such courts and the U.S. Trustee; and (j) perform all other necessary legal services and give all other necessary legal advice to the Debtor in connection with this Chapter 11 Case. The firm will charge $400 per hour for its services, and will seek reimbursement for reasonable out-of-pocket expenses incurred. The firm received a retainer in the amount of $14,600. John Michael Levengood, a member of the Law Office of J. Michael Levengood, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The firm can be reached through: John Michael Levengood, Esq. LAW OFFICE OF J. MICHAEL LEVENGOOD, LLC 150 S. Perry Street, Suite 208 Lawrenceville, GA 30046 Tel: (678) 765-1745 Fax: (678) 606-5031 E-mail: mlevengood@levengoodlaw.com About White Columns at Kingston, LLC White Columns is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). White Columns at Kingston, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-41933) on Dec. 29, 2023. The petition was signed by Thomas M. Linder, Jr as member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. John Michael Levengood, Esq. at the LAW OFFICE OF J. MICHAEL LEVENGOOD, LLC, represents the Debtor as counsel. WHOLE COFFEE: Seeks to Hire Stampler Auctions as Auctioneer ----------------------------------------------------------- The Whole Coffee Company, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Stampler Auctions, Inc. as its auctioneer. The firm will conduct a live competitive auction of the Debtor's equipment, personal property, machinery, furniture, fixtures, and equipment, and other tangible assets. The costs of the auction are estimated to be $12,650. These costs will be expended by and reimbursed to the auctioneer. The auctioneer will be compensated through a buyer's premium of 20 percent, paid by each individual buyer. Stampler Auctions is disinterested as defined in the Bankruptcy Code, according to court filings. The firm can be reached through: Harry Stampler STAMPLER AUCTIONS P.O. BOX 2975 Ocala, FL 34478 Telephone: (954) 921-8888 Facsimile: (954) 342-2080 Email: info@stamplerauctions.com About The Whole Coffee Company The Whole Coffee Company, LLC, a Miami-based company, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19263) on Nov. 9, 2023. In the petition signed by its chief executive officer, Michelle Armbrustmacher, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Corali Lopez-Castro oversees the case. Jacqueline Calderin, Esq., at Agentis PLLC represents the Debtor as legal counsel. WHOLISTIC DENTAL: Case Summary & Three Unsecured Creditors ---------------------------------------------------------- Debtor: Wholistic Dental Care of Winter Garden, LLC 14535 West Colonial Ave. Winter Garden, FL 34787 Business Description: The Debtor owns and operates a dental clinic in Winter Garden, Florida. Chapter 11 Petition Date: January 8, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-00077 Judge: Hon. Tiffany P Geyer Debtor's Counsel: Daniel A. Velasquez, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: dvelasquez@lathamluna.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dr. Wendi K. Wardlaw as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EIC5GQY/Wholistic_Dental_Care_of_Winter__flmbke-24-00077__0001.0.pdf?mcid=tGE4TAMA WOMEN OF INFLUENCE: Seeks to Hire Eric Liepins as Legal Counsel --------------------------------------------------------------- Women of Influence, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins, PC as its bankruptcy counsel. The Debtor requires the assistance of a counsel for the purpose of orderly liquidating the assets, reorganizing the claims of the estate, and determining the validity of claims asserted in the estate. The hourly rates of the firm's counsel and staff are as follows: Eric A. Liepins $275 Paralegals and Legal Assistants $30 - $50 In addition, the firm will seek reimbursement for expenses incurred. The firm has been paid a retainer of $3,000 plus filing fee. Mr. Liepins, the sole shareholder of the firm, 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: Eric A. Liepins, Esq. ERIC A. LIEPINS, PC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About Women of Influence Women of Influence, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-40001) on Jan. 1, 2024. At the time of filing, the Debtor estimated $100,001 to $500,000 in both assets and liabilities. Eric A. Liepins, Esq. at Eric A. Liepins, P.C. represents the Debtor as counsel. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- AEMETIS INC AMTX US 277.4 (200.0) (35.9) AEON BIOPHARMA I AEON US 17.6 (121.7) 2.7 ALNYLAM PHARMACE ALNY US 3,839.1 (165.9) 2,035.7 ALPHATEC HOLDING ATEC US 670.2 (20.6) 185.5 ALTICE USA INC-A ATUS US 32,208.5 (321.3) (2,327.3) ALTRIA GROUP INC MO US 36,469.0 (3,357.0) (6,991.0) AMC ENTERTAINMEN AMC US 8,793.1 (2,138.0) (548.7) AMC ENTERTAINMEN AMCE AV 8,793.1 (2,138.0) (548.7) AMERICAN AIRLINE AAL US 65,711.0 (5,136.0) (7,672.0) AON PLC-CLASS A AON US 33,112.0 (486.0) 403.0 AULT DISRUPTIVE ADRT/U U 2.5 (3.0) (1.8) AUTOZONE INC AZO US 16,292.6 (5,213.7) (1,828.8) AVIS BUDGET GROU CAR US 32,304.0 (28.0) (537.0) BATH & BODY WORK BBWI US 5,243.0 (2,124.0) 550.0 BAUSCH HEALTH CO BHC US 27,064.0 (235.0) 824.0 BAUSCH HEALTH CO BHC CN 27,064.0 (235.0) 824.0 BELLRING BRANDS BRBR US 691.6 (323.5) 274.0 BEYOND MEAT INC BYND US 929.2 (362.9) 392.8 BIOCRYST PHARM BCRX US 522.9 (411.0) 411.7 BIOTE CORP-A BTMD US 149.7 (51.3) 92.7 BOEING CO/THE BA US 134,281.0 (16,717.0) 13,873.0 BOMBARDIER INC-A BBD/A CN 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-A BDRAF US 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-B BBD/B CN 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-B BDRBF US 12,524.0 (2,470.0) (1.0) BOOKING HOLDINGS BKNG US 25,635.0 (625.0) 5,647.0 BOSTON PIZZA R-U BPZZF US 146.6 (241.3) 2.7 BOSTON PIZZA R-U BPF-U CN 146.6 (241.3) 2.7 BOX INC- CLASS A BOX US 1,033.8 (48.9) 113.7 BRIDGEBIO PHARMA BBIO US 655.0 (1,193.7) 481.6 BRINKER INTL EAT US 2,474.8 (156.3) (364.5) BROOKFIELD INF-A BIPC CN 10,973.0 (764.0) (3,410.0) BROOKFIELD INF-A BIPC US 10,973.0 (764.0) (3,410.0) CALUMET SPECIALT CLMT US 2,804.8 (197.6) (456.8) CAPRICOR THERAPE CAPR US 37.2 (1.8) (3.4) CARDINAL HEALTH CAH US 43,710.0 (3,490.0) (377.0) CARGO THERAPEUTI CRGX US - - - CARVANA CO CVNA US 7,025.0 (202.0) 1,791.0 CEDAR FAIR LP FUN US 2,318.6 (565.8) (141.1) CENTRUS ENERGY-A LEU US 644.7 (24.0) 194.6 CHENIERE ENERGY CQP US 18,072.0 (973.0) (195.0) CINEPLEX INC CGX CN 2,225.6 (30.2) (252.1) CINEPLEX INC CPXGF US 2,225.6 (30.2) (252.1) COMMUNITY HEALTH CYH US 14,674.0 (893.0) 1,099.0 COMPOSECURE INC CMPO US 195.0 (238.8) 75.4 CONDUIT PHARMACE CDT US 12.0 (1.1) 5.8 CONSENSUS CLOUD CCSI US 706.5 (199.3) 107.5 COOPER-STANDARD CPS US 2,029.0 (57.4) 258.8 CPI CARD GROUP I PMTS US 292.1 (56.7) 115.2 CYTOKINETICS INC CYTK US 740.6 (438.8) 483.7 DELEK LOGISTICS DKL US 1,709.5 (139.2) 32.3 DELL TECHN-C DELL US 83,264.0 (2,570.0) (11,890.0) DENNY'S CORP DENN US 479.8 (35.8) (56.0) DIGITALOCEAN HOL DOCN US 1,425.1 (358.8) 287.2 DINE BRANDS GLOB DIN US 1,659.6 (273.7) (120.5) DOMINO'S PIZZA DPZ US 1,619.5 (4,141.5) 232.7 DOMO INC- CL B DOMO US 208.2 (150.8) (80.6) DROPBOX INC-A DBX US 3,010.6 (350.3) 270.3 EMBECTA CORP EMBC US 1,214.4 (821.7) 395.6 ENGENE HOLDINGS ENGN US 0.0 (0.1) (0.1) ETSY INC ETSY US 2,449.2 (622.5) 795.0 EVOLUS INC EOLS US 168.0 (19.4) 43.5 FAIR ISAAC CORP FICO US 1,575.3 (688.0) 188.8 FENNEC PHARMACEU FRX CN 19.0 (10.5) 15.0 FENNEC PHARMACEU FENC US 19.0 (10.5) 15.0 FERRELLGAS PAR-B FGPRB US 1,472.1 (291.2) 133.9 FERRELLGAS-LP FGPR US 1,472.1 (291.2) 133.9 FOGHORN THERAPEU FHTX US 313.4 (57.4) 213.4 FUSE GROUP HOLDI FUST US 0.1 (0.2) (0.1) GCM GROSVENOR-A GCMG US 504.7 (93.7) 108.9 GEN RESTAURANT G GENK US 175.6 36.5 10.9 GODADDY INC-A GDDY US 6,499.2 (973.4) (1,448.3) GREEN PLAINS PAR GPP US 120.3 (1.1) 4.9 GROUPON INC GRPN US 523.9 (49.3) (158.1) H&R BLOCK INC HRB US 2,511.1 (344.9) (160.9) HCM ACQUISITI-A HCMA US 295.2 276.9 1.0 HCM ACQUISITION HCMAU US 295.2 276.9 1.0 HERBALIFE LTD HLF US 2,724.7 (1,103.5) 180.7 HILTON WORLDWIDE HLT US 15,200.0 (1,753.0) (1,077.0) HP INC HPQ US 37,004.0 (1,069.0) (6,511.0) IMMUNITYBIO INC IBRX US 432.4 (410.6) 124.8 INSMED INC INSM US 1,324.9 (289.4) 729.8 INSPIRED ENTERTA INSE US 353.5 (50.3) 64.4 IRONWOOD PHARMAC IRWD US 524.1 (325.7) (27.0) JACK IN THE BOX JACK US 3,001.1 (718.3) (233.6) LESLIE'S INC LESL US 1,034.4 (161.4) 194.5 LIFEMD INC LFMD US 40.7 (11.1) (7.6) LINDBLAD EXPEDIT LIND US 851.6 (91.7) (59.9) LOWE'S COS INC LOW US 42,519.0 (15,147.0) 3,472.0 LUMINAR TECHNOLO LAZR US 552.9 (165.7) 303.7 MADISON SQUARE G MSGS US 1,366.1 (358.5) (352.9) MADISON SQUARE G MSGE US 1,348.5 (235.2) (321.1) MANNKIND CORP MNKD US 320.3 (251.8) 129.2 MARRIOTT INTERNA MAQD EB 25,267.0 (661.0) (3,995.0) MARRIOTT INTERNA MAQD IX 25,267.0 (661.0) (3,995.0) MARRIOTT INTERNA MAQD I2 25,267.0 (661.0) (3,995.0) MARRIOTT INTL-A MAR US 25,267.0 (661.0) (3,995.0) MATCH GROUP INC MTCH US 4,248.9 (299.0) 548.1 MBIA INC MBI US 2,990.0 (1,228.0) - MCDONALDS CORP MCD US 52,089.3 (4,854.8) 2,847.3 MCKESSON CORP MCK US 66,091.0 (1,464.0) (3,616.0) MEDIAALPHA INC-A MAX US 133.0 (99.7) (9.2) METTLER-TOLEDO MTD US 3,288.7 (105.9) 126.5 MSCI INC MSCI US 4,865.5 (1,049.1) 434.7 NATHANS FAMOUS NATH US 65.6 (35.4) 40.0 NEW ENG RLTY-LP NEN US 386.2 (64.7) - NOVAVAX INC NVAX US 1,657.2 (678.4) (461.8) NUTANIX INC - A NTNX US 2,570.6 (642.2) 818.4 O'REILLY AUTOMOT ORLY US 13,551.8 (1,760.5) (2,453.4) OMEROS CORP OMER US 493.1 (14.0) 204.2 ORGANON & CO OGN US 11,012.0 (589.0) 1,559.0 OTIS WORLDWI OTIS US 10,390.0 (4,610.0) - PAPA JOHN'S INTL PZZA US 877.6 (459.0) (54.8) PELOTON INTERA-A PTON US 2,672.8 (371.0) 837.5 PETRO USA INC PBAJ US 0.0 (0.1) (0.1) PHATHOM PHARMACE PHAT US 237.0 (17.8) 202.7 PHILIP MORRIS IN PM US 62,927.0 (7,706.0) (2,354.0) PITNEY BOWES INC PBI US 4,422.7 (125.1) (23.0) PLANET FITNESS-A PLNT US 2,944.8 (164.9) 267.3 PROS HOLDINGS IN PRO US 431.9 (54.9) 42.5 PTC THERAPEUTICS PTCT US 1,259.9 (670.8) 48.2 RAPID7 INC RPD US 1,399.3 (161.6) 28.3 RE/MAX HOLDINGS RMAX US 597.9 (63.3) 21.3 RED ROBIN GOURME RRGB US 777.3 (8.7) (91.4) REVANCE THERAPEU RVNC US 532.5 (106.2) 306.4 RH RH US 4,240.6 (333.2) 351.9 RIMINI STREET IN RMNI US 335.0 (53.1) (56.7) RINGCENTRAL IN-A RNG US 2,182.5 (285.0) 447.0 SABRE CORP SABR US 4,741.7 (1,267.9) 288.1 SBA COMM CORP SBAC US 10,334.2 (5,131.4) (203.2) SCOTTS MIRACLE SMG US 3,413.7 (267.3) 624.1 SEAGATE TECHNOLO STX US 7,196.0 (1,702.0) 163.0 SEAWORLD ENTERTA SEAS US 2,575.5 (252.4) (30.6) SIRIUS XM HOLDIN SIRI US 10,129.0 (2,893.0) (2,117.0) SIX FLAGS ENTERT SIX US 2,717.1 (335.3) (280.1) SLEEP NUMBER COR SNBR US 961.0 (420.7) (721.3) SPARK I ACQUISIT SPKLU US 1.2 (3.0) (4.0) SPARK I ACQUISIT SPKL US 1.2 (3.0) (4.0) SPIRIT AEROSYS-A SPR US 6,538.1 (855.7) 971.2 SQUARESPACE IN-A SQSP US 904.9 (288.0) (204.6) STARBUCKS CORP SBUX US 29,445.5 (7,987.8) (2,041.9) SYMBOTIC INC SYM US 1,050.7 (2.7) (33.7) TORRID HOLDINGS CURV US 509.5 (209.2) (36.1) TRANSAT A.T. TRZ CN 2,569.4 (779.0) (57.7) TRANSDIGM GROUP TDG US 19,970.0 (1,978.0) 5,159.0 TRAVEL + LEISURE TNL US 6,655.0 (997.0) 648.0 TRINSEO PLC TSE US 3,271.2 (21.4) 614.8 TRIUMPH GROUP TGI US 1,673.1 (668.2) 582.6 UBIQUITI INC UI US 1,388.1 (63.1) 815.6 UNITI GROUP INC UNIT US 4,981.3 (2,444.4) - UROGEN PHARMA LT URGN US 193.6 (42.0) 156.3 VECTOR GROUP LTD VGR US 1,101.0 (773.4) 356.4 VERISIGN INC VRSN US 1,695.9 (1,633.4) (166.6) WAVE LIFE SCIENC WVE US 199.9 (32.6) 58.6 WAYFAIR INC- A W US 3,360.0 (2,708.0) (212.0) WINGSTOP INC WING US 351.7 (475.4) 65.5 WINMARK CORP WINA US 55.5 (34.6) 32.2 WORKIVA INC WK US 1,149.1 (113.7) 509.1 WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3) WW INTERNATIONAL WW US 1,032.3 (675.2) 24.8 WYNN RESORTS LTD WYNN US 13,336.3 (1,709.0) 2,517.1 XBP EUROPE HOLDI XBP US 7.9 (25.4) (11.6) YELLOW CORP YELLQ US 2,147.6 (447.8) (1,098.0) YUM! BRANDS INC YUM US 6,071.0 (8,190.0) 201.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. 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