/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240112.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, January 12, 2024, Vol. 28, No. 11 Headlines 1000 GARDNER: Case Summary & Three Unsecured Creditors 1052 MARTEL: Property Sale Proceeds to Fund Plan Payments 1908 BED: Voluntary Chapter 11 Case Summary 303 INVESTMENTS: Gets OK to Sell Parker Property for $980,000 511 ALABAMA: Seeks Cash Collateral Access 751 ST. NICHOLAS: Hearing on Sale of Bronx Property Set for Feb. 8 947 GENESEE: Voluntary Chapter 11 Case Summary A FAMILY MEMBER: Hires Quintairos Prieto Wood as Special Counsel ACPRODUCTS INC: Calamos CCD Marks $136,000 Loan at 20% Discount ACPRODUCTS INC: Calamos CHW Marks $107,500 Loan at 20% Discount ADVANCE THERAPY: Case Summary & 20 Largest Unsecured Creditors AIR EXEC: Case Summary & 10 Unsecured Creditors AJSK SERVICES: Seeks to Hire Derbes Law Firm as Counsel AMPAM PARKS: Barrios Sues Over Mismanagement of Retirement Funds AN GLOBAL: Hires Hancock Askew & Co. LLP as Tax Advisor ANAGARAM HOLDINGS: Deadline to File Claims Set for February 7 APPLIED DNA: Has Deal With 2 Execs on Temporary Salary Reductions ARSENAL AIC: Moody's Affirms 'B1' CFR, Outlook Stable ATLAS LITHIUM: Board Increases CFO's Salary to $15,000 Per Month AUDACY INC: Court OKs $32MM DIP Loan from Wilmington AUDACY INC: Moody's Downgrades PDR to D-PD on Chapter 11 Filing AURORA GRACE: Holly Miller of Gellert Named Subchapter V Trustee B&B 4365: Seeks to Hire Barnes & Thornburg LLP as Counsel BERRY GLOBAL: Moody's Rates $500MM First Lien Secured Notes 'Ba1' BISCAYNE BEACH: Seeks Cash Collateral Access BOBBITT ELECTRICAL: Hires Hester Baker Kreb LLC as Counsel CAIRO HOLDING: Seeks to Hire Boolos + Oaks as Accountant CANOO INC: Greg Ethridge Resigns as Director CANTON & COMPANY: Seeks Cash Collateral Access on Final Basis CHARLESTON CHILDREN'S: Court OKs Cash Access on Final Basis CHICAGO EDUCATION BOARD: Moody's Ups Issuer & Debt Ratings to Ba1 CHINA AOYUAN GROUP: Chapter 15 Recognition Hearing Set CITIUS PHARMACEUTICALS: Schedules Annual Meeting for March 12 CMS HOLDINGS: Hires McNamee Hosea P.A. as Legal Counsel COTTLE LLC: Seeks to Hire Larry Cottle as Manager DEYO ENTERPRISES: Akerman LLP Files Rule 2019 Statement DIGI INTERNATIONAL: S&P Withdraws 'B+' Issuer Credit Rating DIOCESE OF NORWICH: General Unsecured Claims Unimpaired in Plan ELEMENT CONSTRUCTION: Gets OK to Sell Boise Property for $569,900 ENTERCOM MEDIA: Calamos CHW Marks $320,000 Loan at 56% Discount ENTERCOM MEDIA: Calamos CPZ Marks $284,000 Loan at 56% Discount EPIC Y-GRADE: Moody's Ups CFR & Secured First Lien Term Loan to B3 ESCHER GROUP: Hires Gorfine Schiller & Gardyn as Tax Consultant EVERLASTING TRUCKING: Aaron Cohen Named Subchapter V Trustee EXELA TECHNOLOGIES: Incurs $23.1 Million Net Loss in Third Quarter FALCON LOGISTICS: Wins Interim Cash Collateral Access FLUID CONSTRUCTION: Wins Cash Collateral Access Thru Feb 8 GAUCHO GROUP: William Allen Quits as Director GBC EXPRESS: Bid to Use Cash Collateral Denied GENESISCARE USA: EUR500MM Bank Debt Trades at 84% Discount GOLDEN GLOBE: Seeks to Hire Richard S. Feinsilver as Counsel GRO-MOR PLANT: Hearing on Asset Sale Set for Feb. 14 GUZZINO LEASING: Voluntary Chapter 11 Case Summary J. MICHAEL SMITH: Tiffany Caron Named Subchapter V Trustee JLK CONSTRUCTION: Unsec. Creditors to Get At Least 5% in 10 Years JUDSON COLLEGE: Recovery for Unsecureds Still to Be Determined KENAN ADVANTAGE: Moody's Rates New Secured 1st Lien Loans 'B2' KENAN ADVANTAGE: S&P Rates New $1.725BB First-Lien Facilities 'B' KIDDE-FENWAL: Saccullo & Kelley Update List of Government Claimants LAFLEUR WAY: Lisa Holder Named Subchapter V Trustee LATIGO PLAZA: Michael Colvard Named Subchapter V Trustee LILIUM N.V.: Taps Qell Capital as Management Advisor LIVINGSTON TOWNSHIP: Court OKs Cash Collateral Access Thru Feb 6 MALLINCKRODT INT'L: Calamos CCD Marks $271,000 Loan at 24% Off MALLINCKRODT INT'L: Calamos CHW Marks $292,000 Loan at 24% Off MALLINCKRODT INT'L: Calamos CPZ Marks $249,000 Loan at 24% Off MYRIE'S PETS: Files Emergency Bid to Use Cash Collateral NEW WAVE PROPERTY: Deborah Caruso Named Subchapter V Trustee NIGHTHAWK BIOSCIENCES: Changes Name to Scorpius Holdings NOGIN INC: Seeks Approval of Disclosure Statement OVAL SQUARED: Court OKs Cash Collateral Access on Final Basis PAREXEL INT'L: Moody's Cuts Rating on First Lien Loans to B2 PARTS ID: Seeks Cash Collateral Access PATTERN ENERGY: Moody's Alters Outlook on 'Ba3' CFR to Stable PEAK TAHOE: Gets OK to Sell Stateline Property for $31MM POLARIS OPERATING: McGinnis Represents BRS Mesa & Mesa Vista PROFESSIONAL PROCESS: Voluntary Chapter 11 Case Summary RAI INC: Hires Wadsworth Garber Warner as Bankruptcy Counsel RAI INC: Mark Dennis of SL Biggs Named Subchapter V Trustee ROCHESTER HOLDING: Todd Hennings Named Subchapter V Trustee ROY BLACKWELL: Creditors to Get Proceeds From Liquidation S.M.M. INVESTMENTS: Case Summary & Three Unsecured Creditors SCO ENTERPRISES: Amy Denton Mayer Named Subchapter V Trustee SHAMBHALA TREATMENT: Hires Margaret M. McClure as Counsel SKIN LOGIC: Trustee Hires Transworld Business Advisors as Broker SOLARIS MARKETING: Wins Cash Collateral Access on Final Basis STRATEGIC MATERIALS: Court Confirms Prepackaged Plan STRATEGIES 360: Michael Deaver Appointed as New Committee Member TEAM HEALTH: Calamos CCD Marks $678,000 Loan at 28% Discount TEAM HEALTH: Calamos CHW Marks $632,000 Loan at 28% Discount TEAM HEALTH: Calamos CPZ Marks $811,000 Loan at 28% Discount TELESAT CANADA: Calamos CHW Marks $110,000 Loan at 31% Off THERALINK TECH: Salberg & Company Raises Going Concern Doubt TJC SPARTECH: S&P Alters Outlook to Negative, Affirms 'B-' ICR TRINSEO MATERIALS: Calamos CCD Marks $134,000 Loan at 20% Off TRINSEO MATERIALS: Calamos CHW Marks $114,400 Loan at 20% Off UETEK: Hires Strom Lamorena Accountancy Corporation as Accountant VALLEY PORK: Gets Court Approval to Sell Assets by Auction VERITAS FARMS: Issues $3M Convertible Promissory Note to Wit Trust WELLFUL INC: Moody's Cuts CFR to Caa1, Outlook Negative YOLKED LLC: Hires Restaurant Financial Services as Accountant [^] BOOK REVIEW: Dangerous Dreamers ********* 1000 GARDNER: Case Summary & Three Unsecured Creditors ------------------------------------------------------ Debtor: 1000 Gardner LLC 1000 No. Gardner Street West Hollywood, CA 90046 Business Description: 1000 Gardner is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: January 10, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-10179 Debtor's Counsel: Robert M. Yaspan, Esq. LAW OFFICES OF ROBERT M. YASPAN 21700 Oxnard Street, Suite 1750 Woodland Hills, CA 91367 Tel: 818-905-7711 Fax: 818-501-7711 Email: ryaspan@yaspanlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Ilan Kenig as manager. 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/I72JFYA/1000_Gardner_LLC__cacbke-24-10179__0001.0.pdf?mcid=tGE4TAMA 1052 MARTEL: Property Sale Proceeds to Fund Plan Payments --------------------------------------------------------- 1052 Martel, LLC, filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement describing Plan of Reorganization dated January 8, 2024. The Debtor is the owner of real property located at 1052 N. Martel Avenue, West Hollywood, CA 90046 ("Property"). Debtor is in the final planning stages for replacing the existing improvements with a five townhouse development. Once permits are obtained, Debtor intends to commence and complete the development and sell the property. The timing of payments to particular creditor groups will depend upon their classification under the Plan. The case filing was due to delays in approval of permits and entitlements with the City of West Hollywood. Foreclosure proceedings had been commenced by the secured lender prior to the filing of this case. The estimated value of the property in its current condition is approximately $1,400,000.00. Once the development is completed, the property will be worth an estimated $4,000,000.00. Debtor will sell the property after completion of the development. Class 1a consists of the Loan Oak Fund, LLC Claim. The treatment of class 1a shall be for Debtor to pay the secured claim in full through the sale of the Property no later than 12 months after the effective date. Class 1b consists of the Natan Tishrey Projects 2016 Claim. The treatment of class 1b shall be for Debtor to pay the secured claim in full through the sale of the Property no later than 12 months after the effective date. Debtor is unaware of any general unsecured claims. The Plan will be funded through the sale of the Property. A full-text copy of the Disclosure Statement dated January 8, 2024 is available at https://urlcurt.com/u?l=siMv48 from PacerMonitor.com at no charge. Attorney for Debtor: Thomas B. Ure, Esq. URE LAW FIRM 8280 Florence Avenue, Suite 200 Downey, CA 90240 Tel: (213) 202-6070 Fax: (213) 202-6075 Email: tom@urelawfirm.com About 1052 Martel LLC 1052 Martel, LLC, is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 1052 Martel is the owner of real property located at 1052 N. Martel Avenue, West Hollywood, CA 90046. The Debtor is a single member LLC. The sole managing member is FMB Consulting, LLC. 1052 Martel, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-16398 on Sept. 29, 2023. The petition was signed by Ilan Kenig as authorized signer for Managing Member FMB Consulting, LLC. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Neil W. Bason presides over the case. Thomas B Ure, Esq., at Ure Law Firm, is the Debtor's counsel. 1908 BED: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: 1908 Bed and Breakfast, Inc. d/b/a 1908 Coastal Historic Bed and Breakfast 1012 Beach Blvd. Biloxi, MS 39530 Business Description: The Debtor owns and operates a rental property in Biloxi, MS. The current owners who recently purchased the property has just completed another major renovation to convert the property to six fully contained units. The property is located right on the Gulf Coast's shoreline on Beach Blvd (U.S. 90). Chapter 11 Petition Date: January 10, 2024 Court: United States Bankruptcy Court Southern District of Mississippi Case No.: 24-50029 Judge: Hon. Katharine M. Samson Debtor's Counsel: Michael T. Ramsey, Esq. SHEEHAN AND RAMSEY, PLLC 429 Porter Ave Ocean Springs, MS 39564 Tel: 228-875-0572 Email: Mike@sheehanramsey.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Rebecca Center as president. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/A7XXWRY/1908_Bed_and_Breakfast_Inc__mssbke-24-50029__0001.0.pdf?mcid=tGE4TAMA 303 INVESTMENTS: Gets OK to Sell Parker Property for $980,000 ------------------------------------------------------------- 303 Investments, Inc. received approval from the U.S. Bankruptcy Court for the District of Colorado to sell its real property located at 5264 Freddys Trial, Parker, Colo. The buyers, Jeff Douglas and Karin Lowry, offered $980,000 for the property, which is being sold "free and clear" of liens, claims, and encumbrances. The transaction must close on or before Jan. 18, according to the sale contract between the buyers and the company. 303 Investments will use the proceeds from the sale to, among other things, pay the secured claims of Berkley Bank and Pinnacle Hardwood, which assert $842,287.24 and $24,400.54, respectively. Meanwhile, $45,000 of the sale proceeds will be reserved to pay another creditor, MS Man Debt, LLC, upon approval of its settlement agreement with 303 Investments. In December 2022, MS Man Debt filed a complaint against 303 Investments and several others, asserting seven causes of action in the litigation. The companies entered into an agreement to resolve their dispute and filed a motion in the bankruptcy court to approve the settlement. About 303 Investments 303 Investments, Inc., a company in Parker, Colo., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 22-14267) on Nov. 1, 2022, with $10 million to $50 million in assets and $500,000 to $1 million in liabilities. Alison Goldenberg has been appointed as Subchapter V trustee. Judge Joseph G. Rosania, Jr. oversees the case. The Debtor tapped Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C. as bankruptcy counsel and Vedra Law, LLC as special litigation counsel. 511 ALABAMA: Seeks Cash Collateral Access ----------------------------------------- 511 Alabama Ave, LLC asks the U.S. Bankruptcy Court for the Northern District of Georgia, Newnan Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the immediate use of cash collateral on an interim basis for the payment of ordinary expenses incurred on a daily basis that are essential to the ongoing operation of the Business, which expenses must be paid from cash collateral. On December 1, 2021, the Debtor entered into a Supply Agreement with SuperValu Wholesale Operations, Inc., a Delaware corporation, pursuant to which Supervalu serves as Debtor's primary wholesale grocery supplier. All of the Debtor's obligations under the Supervalu Supply Agreement are secured by, inter alia, a perfected first priority security interest in all of Debtor's inventory, accounts, and the proceeds thereof, pursuant to the Security Agreement, dated November 10, 2021 and the Uniform Commercial Code Financing Statement indexed by the Georgia Uniform Superior Courts Clerk's Cooperative in File No. 038-2021-035458. On May 11, 2023, the Debtor executed a Promissory Note For Commercial Loan in the original principal amount of $165,000 in favor of IOU Central Inc. To the Debtor's knowledge and belief, although the IOU Loan Document purport to grant IOU a "continuing lien upon and security interest in and to all of the Debtor's property," it does not appear that IOU has caused any Uniform Commercial Code Financing Statement to be properly filed in the appropriate Georgia records. Therefore, the Debtor contends that IOU does not hold a perfected security interest in any "cash collateral" which is property of the Debtor's Chapter 11 estate in the Bankruptcy Case. Further, the Debtor asserts that the terms of the IOU Loan Document are usurious and that the amounts claimed to be owed thereunder are unenforceable under Georgia Law. Should it be determined that IOU has met the technical requirements to obtain a perfected security interest in any "cash collateral" on the Petition Date, the Debtor asserts that the market value of the Debtor's inventory on the Petition Date was substantially less that the amount of the Supervalu Secured Obligations on the Petition Date. Therefore, IOU's claim would be unsupported by any equity in the Debtor's inventory or proceeds thereof beyond the amount of the Supervalu Secured Obligations. On July 31, 2023, the Debtor executed a Standard Merchant Cash Advance Agreement in favor of LG Funding LLC which purports to evidence a "purchase" of certain of the Debtor's "Receivables", as defined in the LG Funding Loan Document. The Debtor contends that the transaction contemplated by the LG Funding Loan Document is in fact a loan to Debtor in the approximate principal amount of $29,260. On October 5, 2023, the Debtor executed a Business Loan Agreement in the original principal amount of $160,500 with Expansion Capital Group, LLC. To the Debtor's knowledge and belief, although the ECG Loan Document purports to grant ECG a security interest in all of (Debtor's) assets, it does not appear that ECG has caused any Uniform Commercial Code Financing Statement to be properly filed with the Georgia Uniform Superior Courts Clerk's Cooperative. Therefore, the Debtor contends that ECG does not hold a perfected security interest in any "cash collateral" which is property of the Debtor's Chapter 11 estate in the Bankruptcy Case. On November 29,2023, the Debtor executed a Standard Merchant Cash Advance Agreement with Highland Hill Capital LLC which purports to be purchase agreement of certain of Debtor's "Receivables". The Debtor submits that the transaction contemplated by the Highland Hill Loan Document is in fact a loan to Debtor in the approximate principal amount of $128,800. At the Petition Date, the Debtor was generating monthly revenues of approximately $300,000 which revenues are, or may be, "cash collateral", as defined in Bankruptcy Code Section 363(a). It is in the best interest of the Chapter 11 estate that Debtor be permitted to utilize cash collateral and to make adequate protection payments to the Respondent as provided in the Budget or under such other terms and conditions as the Court may determine to be just and equitable. A copy of the motion is available at https://urlcurt.com/u?l=JaaLUd from PacerMonitor.com. About 511 Alabama Ave, LLC 511 Alabama Ave, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-10032) on January 5, 2024. In the petition signed by Michael C. Smith, manager, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. J. Nevin Smith, Esq., at Smith Conerly LLP, represents the Debtor as legal counsel. 751 ST. NICHOLAS: Hearing on Sale of Bronx Property Set for Feb. 8 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York is set to hold a hearing on Feb. 8 to consider the motion filed by 751 St. Nicholas Avenue Realty Corp. to sell its real property. 751 St. Nicholas intends to sell by auction its property located at 767 Beck St., Bronx, N.Y., and tap Maltz & Company or another auctioneer to conduct the sale. The company expects the property to be sold for $900,000. The company owns 65% of the property while the remaining 35% is owned by Chantal Kadhi-Smith. Ms. Kadhi-Smith will be entitled to her 35% share of the proceeds of the sale. 751 St. Nicholas will use the net proceeds allocable to the company for its reorganization, according to its attorney, Leo Fox, Esq. About 751 St. Nicholas Avenue Realty 751 St. Nicholas Avenue Realty Corp. is a New York-based company primarily engaged in renting and leasing real estate properties. 751 St. Nicholas filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-11688) on Oct. 23, 2023, with $1 million to $10 million in both assets and liabilities. David Hill, president, signed the petition. Judge David S. Jones presides over the case. Leo Fox, Esq. represents the Debtor as legal counsel. 947 GENESEE: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: 947 Genesee LLC 947 No Genesee Ave. Los Angeles, CA 90046 Business Description: 947 Genesee is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101 (51B)). Chapter 11 Petition Date: January 10, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-10180 Debtor's Counsel: Robert M. Yaspan, Esq. LAW OFFICES OF ROBERT M. YASPAN 21700 Oxnard Street, Suite 1750 Woodland Hills, CA 91367 Tel: 818-905-7711 Fax: 818-501-7711 Email: ryaspan@yaspanlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ilan Kenig as manager. 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/JEX4C2A/947_Genesee_LLC__cacbke-24-10180__0001.0.pdf?mcid=tGE4TAMA A FAMILY MEMBER: Hires Quintairos Prieto Wood as Special Counsel ---------------------------------------------------------------- A Family Member Homecare Holdings, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Quintairos, Prieto, Wood & Boyer, P.A. as special counsel. The Debtor needs the firm's legal assistance in connection with a case captioned as State of Florida v. A Family Member Home Care. The firm will be paid at the rate of $175 per hour, and will be reimbursed for reasonable out-of-pocket expenses incurred. Thomas Caufman, a partner at Quintairos Prieto Wood & Boyer, 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: Thomas Caufman, Esq. QUINTAIROS PRIETO WOOD & BOYER, P.A. 9300 South Dadeland Blvd. 4th Floor Miami, FL 33156 Tel: (305) 670-1214 Fax: (305) 670-1217 About A Family Member Homecare Holdings, Inc. A Family Member Homecare Holdings, Inc. provides home care services to Florida seniors. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-17322) on Sept. 12, 2023, with $159,329 in total assets and $2,022,917 in total liabilities. Brian Gauthier, president, signed the petition. Judge Peter D. Russin oversees the case. Chad Van Horn, Esq., at Van Horn Law Group PA serves as the Debtor's legal counsel. ACPRODUCTS INC: Calamos CCD Marks $136,000 Loan at 20% Discount --------------------------------------------------------------- Calamos Dynamic Convertible and Income Fund (Ticker: CCD) has marked its $136,850 loan extended to ACProducts, Inc. to market at $109,214 or 80% 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. CCD is a participant in a bank loan to ACProducts. The loan accrues interest at a rate of 9.902% (3 mo. SOFR + 4.25%) per annum. The loan matures on May 17, 2028. 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. CCD is a total-return-oriented fund that seeks to provide steady income paid out monthly. It invests in a diversified portfolio of convertible and high-yield securities. The allocation to each asset class is dynamic and reflects its view of the economic landscape as well as the potential of individual securities. By combining asset classes, it believes the Fund is well positioned to generate capital gains and income over the long term. The dynamic allocation of security types also provides CCD with opportunities to manage the risk/reward characteristics of the portfolio over full market cycles. ACProducts, Inc., headquartered in The Colony, Texas, is a national manufacturer and distributor of kitchen and bathroom cabinetry. American Industrial Partners, through its affiliates, is the primary owner of ACProducts, having acquired it in 2012. ACPRODUCTS INC: Calamos CHW Marks $107,500 Loan at 20% Discount --------------------------------------------------------------- Calamos Global Dynamic Income Fund (Ticker: CHW) has marked its $107,525 loan extended to ACProducts, Inc. to market at $85,811 or 80% 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. CHW is a participant in a bank loan to ACProducts. The loan accrues interest at a rate of 9.902% (3 mo. SOFR + 4.25%) per annum. The loan matures on May 17, 2028. 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. CHW is a global enhanced fixed-income offering that seeks to provide an attractive monthly distribution with a secondary objective of capital appreciation. It believes the Fund offers a diversified way to participate in the long-term potential of global markets. ACProducts, Inc., headquartered in The Colony, Texas, is a national manufacturer and distributor of kitchen and bathroom cabinetry. American Industrial Partners, through its affiliates, is the primary owner of ACProducts, having acquired it in 2012. ADVANCE THERAPY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Advance Therapy Associates Inc. 1020 Kings Hwy Cherry Hill, NJ 08034-1906 Business Description: The Debtor owns and operates outpatient physical & occupational therapy clinics in New Jersey. Chapter 11 Petition Date: January 10, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-10256 Debtor's Counsel: Daniel Reinganum, Esq. LAW OFFICES OF DANIEL REINGANUM 615 White Horse Pike Haddon Heights, NJ 08035 Email: daniel@reinganumlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Anurag Tripath as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XOZ3RXQ/Advance_Therapy_Associates_Inc__njbke-24-10256__0001.0.pdf?mcid=tGE4TAMA AIR EXEC: Case Summary & 10 Unsecured Creditors ----------------------------------------------- Debtor: Air Exec, Inc. 3301 N. 6th Street Beatrice, NE 68310 Business Description: Air Exec provides nonscheduled air transportation services. Chapter 11 Petition Date: January 10, 2024 Court: United States Bankruptcy Court District of Nebraska Case No.: 24-40015 Judge: Hon. Thomas L. Saladino Debtor's Counsel: Patrick R. Turner, Esq. TURNER LEGAL GROUP, LLC 139 S. 144th Street Omaha, NE 68010 Tel: 402-690-3675 Email: pturner@turnerlegalomaha.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Anthony Chisano as owner. 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/4OIZBGI/Air_Exec_Inc__nebke-24-40015__0001.0.pdf?mcid=tGE4TAMA AJSK SERVICES: Seeks to Hire Derbes Law Firm as Counsel ------------------------------------------------------- AJSK Services, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Derbes Law Firm, L.L.C. as counsel. The firm's services include: a. providing legal advice with respect to its powers and duties as debtor-in-possession in the continued management of its business and property; b. attending meetings with representatives of its creditors and other parties in interest; c. taking all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any action commenced against the Debtor, negotiations concerning litigation in which the Debtor is or may become involved, and objections to claims to be filed by the estate; d. preparing on behalf of the Debtor motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; e. negotiating and preparing on the Debtor's behalf a plan of reorganization, and all related agreements and/or documents, and taking any necessary action on behalf of the Debtor to obtain confirmation of such plan; f. appearing before this Court to protect the interests of the Debtor before this Court; g. performing all other necessary legal services and provide all necessary legal advice to the Debtor in connection with this Chapter 11 case; h. advising the Debtor concerning executory contract and unexpired lease assumptions, assignments and rejections and lease restructuring and recharacterizations; and i. commencing and conducting litigation necessary and appropriate to assert rights held by the Debtor, protect assets of the Debtor's Chapter 11 estate or otherwise further the goal of completing the Debtor's successful reorganization. The firm will be paid at these rates: Albert J. Derbes, IV, Esq. $475 per hour Eric J. Derbes, Esq. $425 per hour Wilbur J. "Bill" Babin, Jr., Esq. $495 per hour Beau P. Sagona, Esq. $475 per hour Frederick L. Bunol, Esq. $375 per hour Bryan J. O'Neill, Esq. $280 per hour Mark S. Goldstein, Esq. $495 per hour Patrick S. Garrity, Esq. $475 per hour McKenna D. Dorais, Esq. $175 per hour Hugh J. Posner, CPA $250 per hour Notary $90 per hour Paralegal(s) $80 per hour Jared S. Scheinuk, Esq. $280 per hour Legal Assistant $60 per hour The firm received an initial advance deposit in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Frederick L. Bunol, Esq., a partner at Derbes Law Firm, L.L.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: Frederick L. Bunol, Esq. Patrick S. Garrity, Esq. DERBES LAW FIRM, L.L.C. 3027 Ridgelake Drive Metairie, LA 70002 Telephone: (504) 837-1230 Facsimile: (504) 832-0322 About AJSK Services AJSK Services, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. La. Case No. 23-12211) on December 28, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Meredith S. Grabill oversees the case. Frederick L. Bunol, Esq., at The Derbes Law Firm, L.L.C. represents the Debtor as bankruptcy counsel. AMPAM PARKS: Barrios Sues Over Mismanagement of Retirement Funds ---------------------------------------------------------------- WILIS BARRIOS, individually and on behalf of all others similarly situated and on behalf of the AMPAM Parks Mechanical, Inc. Employee Stock Ownership Plan (the "AMPAM ESOP" or the "ESOP"), Plaintiff v. AMPAM PARKS MECHANICAL, INC.; CHARLES E. PARKS III; JOHN D. PARKS; JAMES PARKS; JASON PARKS; THE AMPAM BOARD OF DIRECTORS; and NEIL BROZEN, Defendants, Case No. 3:23-cv-02357-JLS-DEB (S.D. Cal., Dec. 28, 2023) alleges violation of the Employee Retirement Income Security Act of 1974. According to the complaint, the Plaintiff and other employee-participants have never been given access to the valuation reports underlying the value of the AMPAM stock in their retirement accounts. Based on Defendants' duty to disclose all relevant information that bears upon their retirement investments in AMPAM, the Plaintiff asked the Defendants to provide the valuation reports. However, Defendants refused to do so, says the suit. The valuation of AMPAM stock -- upon which Brozen relied to justify the $247 million purchase price by the ESOP and thereafter -- did not include a substantial discount for lack of control. In other words, Brozen failed to adequately consider that the AMPAM stock offered to and ultimately purchased by the ESOP did not come with the elements of control typically transferred when 100% of stock is transferred. As a result, the ESOP substantially overpaid for AMPAM stock because Brozen failed to obtain an adequate discount for the lack of control in the ultimate price the ESOP paid for AMPAM, the suit alleges. The complaint further contends that Defendants together orchestrated and carried out the ESOP Transaction to serve the Sellers' interests while the ESOP participants' interests were harmed. The ESOP obtained little control over a company (AMPAM) whose operations were impaired by the enormous debt load. As a result, the long-term value of AMPAM stock was substantially in doubt. AMPAM PARKS MECHANICAL, INC. provides mechanical contracting services. The Company offers plumbing, heating, air-conditioning, piping, repair, replacement, maintenance, and installation services. The Plaintiff is represented by: Eleanor Frisch, Esq. Jacob T. Schutz, Esq. COHEN MILSTEIN SELLERS & TOLL PLLC 400 South 4th Street # 401-27 Minneapolis, MN 55415 Telephone: (202) 408-4600 Facsimile: (202) 408-4699 Email: efrisch@cohenmilstein.com jschutz@cohenmilstein.com - and - Ryan A. Wheeler, Esq. Michelle C. Yau, Esq. COHEN MILSTEIN SELLERS & TOLL PLLC 1100 New York Ave. NW, Suite 500 Washington, DC 20005 Telephone: (202) 408-4600 Facsimile: (202) 408-4699 Email: rwheeler@cohenmilstein.com myau@cohenmilstein.com AN GLOBAL: Hires Hancock Askew & Co. LLP as Tax Advisor ------------------------------------------------------- AN Global LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Hancock Askew & Co., LLP as tax advisor. The firm will perform certain tax services, including preparing required federal, state, and local returns for the tax year ending December 31, 2022 and other tax preparation and tax consulting services as requested by the Debtors. The firm will be paid at these rates: Partner $495 per hour Principal/Director $395 per hour Senior Tax Manager $375 per hour Tax Manager $350 per hour Supervisor $270 per hour Senior Associate $250 per hour Associate Staff/Paraprofessional $150 to $210 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kenneth A. Smith, a partner at Hancock Askew & Co., 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: Kenneth A. Smith Hancock Askew & Co., LLP 3740 Davinci Court, Suite 400 Peachtree Corners, GA 30092 Tel: (770) 246-0793 About AN Global LLC AN Global LLC and affiliates are global providers of agile-first, end-to-end digital transformation services in the North American market using on-shore and near-shore delivery. The Company's solution architects, developers, data scientists, engineers, transformation consultants, automation specialists, and other experts located across the United States and across Latin America deliver next-generation software solutions that accelerate the transition to digital platforms across business processes. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11294) on August 28, 2023. In the petition signed by James S. Feltman, chief restructuring officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge J. Kate Stickles oversees the case. The Debtors tapped Potter Anderson & Corroon LLP and Hughes Hubbard & Reed LLP as co-general bankruptcy counsel. Garrigues Mexico, S.C. is the general Mexican restructuring counsel, Teneo Capital LLC as financial advisor, Guggenheim Securities, LLC as investment banker, and Kurtzman Carson Consultants LLC as claims, noticing and balloting agent. Blue Torch Finance LLC is the administrative agent and collateral agent under the DIP Agreement. It is also the administrative agent and collateral agent under a prepetition first lien facility. Ropes & Gray, LLP and Chipman Brown Cicero & Cole, LLP serve as counsel to the Prepetition 1L Agent. ANAGARAM HOLDINGS: Deadline to File Claims Set for February 7 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas set Feb. 7, 2024, at 5:00 p.m. (Prevailing Central Time) as the last date and time for general creditors of Anagaram Holdings LLC and its debtor-affiliates to file proofs of claim against the Debtors. The Court also set May 6, 2024, at 5:00 p.m. (Prevailing Central Time) as the deadline for all governmental units to file their claims against the Debtors. All proof of claim can be filed (i)electronically through Kurtzman Carson Consultants LLC ("KCC"), at https://www.kccllc.net/anagram; (ii) electronically through PACER (Public Access to Court Electronic Records), at https://ecf.txsb.uscourts.gov; or (iii) by delivering the original proof(s) of claim to KCC by mail or hand delivery at: Anagram Holdings LLC Claims Processing Center c/o KCC 222 N Pacific Coast Highway, Suite 300 El Segundo, CA 90245 Proof of claim forms and a copy of the Bar Date Order may be obtained by visiting KCC's website at https://www.kccllc.net/anagram. KCC cannot advise you how to file, or whether you should file, a proof of claim. Questions concerning the contents of this Notice and requests for copies of filed proofs of claim should be directed to KCC through email at AnagramInfo@kccllc.com or by calling KCC at (866) 967-1781 (Toll-Free Number within the U.S./Canada) and (310) 751-2681 (International). About Anagram Holdings Anagram Holdings LLC is a manufacturer of foil balloons and inflated decor, distributing and selling its products both domestically and internationally. Its customers include party supply specialty stores, grocers, mass marketers, parks, drugstores and discount variety stores. Anagram is based in Eden Prairie, Minn. Anagram Holdings and two affiliates filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 23-90901) on Nov. 8, 2023. In the petition signed by its chief restructuring officer, Adrian Frankum, Anagram Holdings reported $100 million to $500 million in both assets and liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Howley Law, PLLC and Simpson Thacher & Bartlett, LLP as legal counsel; Ankura Consulting Group, LLC as restructuring advisor; and Robert W. Baird & Co. as investment banker. Kurtzman Carson Consultants, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Anagram Holdings, LLC and its affiliates. The official committee of unsecured creditors of Anagram Holdings LLC and its affiliates selects Lowenstein Sandler LLP as its counsel and Munsch Hardt Kopf & Harr, P.C. as its co-counsel. APPLIED DNA: Has Deal With 2 Execs on Temporary Salary Reductions ----------------------------------------------------------------- Applied DNA Sciences, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that in connection with certain cost management efforts, the Company entered into letter agreements with the Company's President and Chief Executive Officer, James A. Hayward, Ph.D., Sc.D., and the Company's Chief Operating Officer, Judith Murrah. The Hayward Letter Agreement amends Dr. Hayward's employment agreement with the Company and provides for a temporary 45% reduction to Dr. Hayward's annual base salary, from $450,000 to $250,000, for a period of three months, effective as of Jan. 1, 2024 through March 31, 2024. Dr. Hayward also agreed to waive any right to resign for "good reason" under his employment agreement with the Company as a result of the foregoing salary reduction. The Murrah Letter Agreement provides for a temporary 25% reduction to Ms. Murrah's annual base salary, from $325,000 to $243,750, for a period of three months, effective as of Jan. 1, 2024 through March 31, 2024. About Applied DNA Applied DNA Sciences, Inc. -- http//www.adnas.com -- is a biotechnology company developing technologies to produce and detect deoxyribonucleic acid ("DNA"). Using the polymerase chain reaction ("PCR") to enable both the production and detection of DNA, the Company operates in three primary business markets: (i) the manufcature of synthetic DNA for use in nucleic acid-based therapeutics; (ii) the detection of DNA in molecular diagnostics testing services; and (iii) the manufacture and detection of DNA for industrial supply chain security services. Melville, NY-based Marcum LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 7, 2023, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ARSENAL AIC: Moody's Affirms 'B1' CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service affirmed Arsenal AIC Parent LLC's B1 corporate family rating, B1-PD probability of default rating and Ba3 ratings of backed senior secured term loan B and senior secured notes. The ratings outlook is stable. Moody's also noted that any future changes to Arsenal's capital structure that could lead to a higher proportion of the first lien senior secured debt or lower loss absorption buffer from unsecured liability claims could result in negative implications for the ratings of senior secured debt. RATINGS RATIONALE Arsenal's B1 CFR reflects its strong market position in the downstream aluminum industry with a broad operating footprint and diversified end-market exposure. The rating also considers the company's long-standing customer relationships with many blue-chip customers, including Boeing, Airbus and Ford and that a substantial portion of its revenues is generated from long-term agreements. The rating benefits from the company's margin-on-metal business construct, which combined with an effective hedging strategy, mitigates most of the aluminum price volatility. However, the rating also factors in the increased risk of a more aggressive financial policy following the leveraged buyout by Apollo Global Management, Inc. (Apollo) and Irenic Capital Management (collectively, Apollo Consortium) as well as potential liabilities related to the Grenfell Tower litigation and the class action suit, although to the lesser extent than considered previously given that Arconic Corporation had reached settlements in numerous legal lawsuits. Arsenal generated $663 million in Moody's-adjusted EBITDA in the LTM ended September 30, 2023 with leverage increasing to 4.9x. Moody's believe that the company's FY2023 EBITDA, as adjusted by Moody's, will be lower than previously forecast, partially, due to the impact of the UAW strike. However, EBITDA, as adjusted by Moody's, will grow y-o-y and will be in the range of $750-800 million in FY2024, driven by the continued rebound in the automotive and aerospace end-markets, incremental earnings from the recently completed expansion projects and the normalized performance following the outages at several facilities in 2022. The EBITDA growth in the longer term will depend on Apollo's and the company's ability to successfully execute planned productivity, procurement, other operating initiatives as well as incremental growth investments. Moody's 2024 Moody's-adjusted EBITDA forecast partially incorporates the expected costs savings from these initiatives. Moody's estimate that this EBITDA growth coupled with the projected modest debt repayment could lead to Moody's-adjusted leverage improving to 4.1-4.4x by the end of 2024. The Ba3 rating of the senior secured TLB and senior secured notes, one notch above the CFR, reflect their secondary position behind the unrated $1.2 billion asset-based revolver and their priority position with respect to the unrated senior unsecured notes that are held by the Apollo Consortium. The senior secured TLB and the senior secured notes have a first priority security interest in substantially all material assets of the borrower and each subsidiary guarantor (other than ABL priority collateral) and a second priority security interest on the ABL priority collateral. The immediate parent holding company (Arsenal AIC Holdings II LLC or Holdings) guarantees the TLB and the ABL on a limited recourse basis. The Holdings do not guarantee the senior secured or unsecured notes. Additionally, the TLB (first-priority basis) and the ABL (second-priority basis) are secured by all equity interests in the borrower held by the Holdings. The company has a very good liquidity supported by $147 million of cash on hand as of September 30, 2023, and $1,179 million available under its $1.2 billion ABL facility. Moody's expect the company be free cash flow positive in 2023 and in 2024. The TLB does not have any financial covenants. The ABL has a springing fixed charge covenant of 1x if availability is less than the greater of 10% of the specified availability and $90 million. Moody's expect the company to remain in compliance with the covenant. The majority of assets are encumbered by the secured credit facilities with guarantors accounting for more than two thirds of sales, EBITDA and assets. RATING OUTLOOK The stable ratings outlook reflects the view that Arsenal will maintain a very good liquidity profile, that the anticipated improvement in earnings and cash flows will support gross debt reduction and that credit metrics will remain commensurate with a B1 rating or better. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's will consider an upgrade of Arsenal's credit ratings if the company reduces gross debt such that leverage (adjusted debt/EBITDA) is maintained below 4x in an adverse market environment, interest coverage (adjusted EBIT/Interest) increases to above 2.5x and (CFO - Dividends) / Debt is sustained above 15%. Expectations of sustainable positive Moody's adjusted free cash generation is also a prerequisite for the ratings upgrade. Arsenal's ratings could be downgraded if liquidity, measured as cash plus revolver availability, evidences a material deterioration, if the company undertakes a significant debt-financed acquisition or dividend recapitalization. Quantitatively, ratings could be downgraded if the adjusted EBIT margin is expected to sustain below 4%, interest coverage (adjusted EBIT/Interest) below 2x and leverage above 5x. Headquartered in Pittsburgh, PA, Arsenal AIC Parent LLC is a downstream aluminum producer active in a number of diverse end markets including ground transportation, aerospace, industrial, packaging and building & construction. Revenues for the LTM ended September 30, 2023, were about $7.7 billion. The principal methodology used in these ratings was Steel published in November 2021. ATLAS LITHIUM: Board Increases CFO's Salary to $15,000 Per Month ---------------------------------------------------------------- Atlas Lithium Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Board of Directors of the Company approved certain amendments to the compensation of Gustavo Pereira de Aguiar, the Company's chief financial officer, principal financial officer, principal accounting officer and treasurer. Retroactive to Sept. 1, 2023, Mr. Aguiar's base salary has been increased from $9,500 per month to $15,000 per month. Additionally, Mr. Aguiar has been awarded performance-based compensation pursuant to which he will have the opportunity to earn a cash payment equal to five times his then monthly salary upon the Company's successful completion of two specific company-wide tasks. Finally, the Board approved an amendment to Mr. Aguiar's sign-on award of 85,019 shares of restricted common stock that was granted in March 2022 in connection with his hiring, which vests in four equal installments over a four-year period. Pursuant to the amendment, in the event of a change in control (as such term is defined in the Company's 2023 Stock Incentive Plan), any shares of restricted stock unvested at that time will vest immediately. About Atlas Lithium Atlas Lithium Corporations formerly Brazil Minerals, Inc. is a mineral exploration and development company with lithium projects and exploration properties in other critical and battery minerals, including nickel, rare earths, graphite, and titanium, to power the increased demand for electrification. The Company's current focus is on developing its hard-rock lithium project located in Minas Gerais State in Brazil at a well-known, premier pegmatitic district in Brazil. The Company intends to produce and sell lithium concentrate, a key ingredient for the global battery supply chain. Atlas Lithium reported a net loss of $5.66 million in 2022, a net loss of $4.03 million in 2021, a net loss of $1.55 million in 2020, a net loss of $2.08 million in 2019, a net loss of $1.85 million in 2018, a net loss of $1.89 million in 2017, a net loss of $1.74 million in 2016, and a net loss of $1.88 million in 2015. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $25.60 million. AUDACY INC: Court OKs $32MM DIP Loan from Wilmington ---------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Audacy, Inc. and affiliates to use cash collateral and obtain postpetition financing, on an interim basis. The Debtor are permitted to obtain senior secured postpetition obligations on a superpriority basis in respect of a senior secured superpriority new money term loan facility in the aggregate principal amount of $32 million. Participation will be offered to First Lien Lenders on a pro rata basis, with $32 million fully funded into an account maintained with Wilmington Savings Fund Society, the DIP Agent. The DIP facility is due and payable through the earliest of: (i) 60 days after the Petition Date; provided,that in the event that the condition precedent to effectiveness of the Plan relating to receipt of applicable regulatory approvals, including that of the FCC, has not yet been satisfied, then at the Debtors' option, such date will be extended to the date that is 180 days after entry of the Confirmation Order; (ii) the date on which all Loans are accelerated and all unfunded Commitments (if any) have been terminated in accordance with this Agreement, by operation of law or otherwise; (iii) the date the Bankruptcy Court orders a conversion of the Chapter 11 Cases to a chapter 7 liquidation or the dismissal of the Chapter 11 Case of any Debtor; (iv) the closing of any sale of assets pursuant to 11 U.S.C. section 363, which when taken together with all other sales of assets since the Closing Date, constitutes a sale of all or substantially all of the assets of the Loan Parties; (v) if the Debtors have not obtained entry of the Final Order by such date, the date that 45 calendar days after the Petition Date; and (vi) the effective date of the Acceptable Plan; provided, that if any such day is not a Business Day, the Maturity Date will be the Business Day immediately succeeding such day. The Debtors are required to comply with these milestone: (a) by the date that is no later than three calendar days after the Petition Date, the Debtors will obtain entry of the Interim Order; (b) by the date that is no later than the date that is the earlier of (a) 45 calendar days after the Petition Date and (b) entry of the Confirmation Order, the Bankruptcy Court will have entered the Final Order; (c) by the date that is no later than the date that is 45 calendar days after the Petition Date, the Bankruptcy Court will have entered the Confirmation Order; (d) by the date that is no later than the date that is 60 calendar days after the Petition Date, the effective date of an Acceptable Plan shall have occurred; provided, that in the event that the condition precedent to effectiveness of an Acceptable Plan relating to receipt of applicable regulatory approvals, including that of the FCC, has not yet been satisfied, then at the Debtors' option, the foregoing Milestone will be automatically extended to the date that is 180 calendar days after the Bankruptcy Court will have entered the Confirmation Order. On October 17, 2016, the Debtor obtained term loans from a consortium of lenders, with Wilmington Savings Fund Society, FSB, as First Lien Agent, in the aggregate principal amount of $770 million. The Prepetition First Lien Secured Parties committed to provide revolving loans thereunder in an aggregate principal amount of $227.3 million. As of the Petition Date, the Prepetition Loan Parties were indebted to the Prepetition First Lien Secured Parties in the aggregate principal amount of not less than $632.415 million on account of outstanding First Lien Term Loans under the Credit Agreement and $220.126 million on account of outstanding First Lien Revolving Loans under the Credit Agreement. Pursuant to the Indenture, dated April 30, 2019, by and among Audacy Capital Corp., as issuer, the guarantors party thereto from time to time, Deutsche Bank Trust Company Americas, as trustee and notes collateral agent, the 2027 Second Lien Notes Issuer issued 6.500% Senior Secured Second-Lien Notes due 2027 in an aggregate principal amount of $470 million. As of the Petition Date, the Prepetition 2027 Second Lien Notes Parties were indebted to the Prepetition 2027 Second Lien Notes Secured Parties pursuant to the 2027 Second Lien Notes Documents in the aggregate principal amount of not less than $460 million. Pursuant to the Indenture, dated March 25, 2021, by and among Audacy Capital Corp., as issuer, the guarantors party thereto from time to time, Deutsche Bank Trust Company Americas, as trustee and notes collateral agent, the 2029 Second Lien Notes Issuer issued 6.750% Senior Secured Second-Lien Notes due 2029 in an aggregate principal amount of $540 million. As of the Petition Date, the Prepetition 2029 Second Lien Notes Parties were indebted to the Prepetition 2029 Second Lien Notes Secured Parties pursuant to the 2029 Second Lien Notes Documents, in the aggregate principal amount of not less than $540 million. The Debtors have a need to use cash collateral and obtain credit pursuant to the DIP Facility to maintain business relationships with their vendors, suppliers, and customers, to pay their employees, and otherwise finance their operations. As adequate protection, the Prepetition First Lien Secured Parties will receive Adequate Protection Liens and Section 507(b) Claims, as well as the Adequate Protection Fees and Expenses. A final hearing on the matter is set for February 20, 2024 at 2:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=tRCfEQ from PacerMonitor.com. About Audacy Inc. 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. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90004) on January 7, 2024, with $2,788,943,000 in assets and $2,662,320,000 in liabilities. Richard J. Schmaeling, executive vice president & chief financial officer, signed the petitions. Judge Christopher M. Lopez oversees the case. LATHAM & WATKINS LLP and PORTER HEDGES LLP represent the Debtors as legal counsel. AUDACY INC: Moody's Downgrades PDR to D-PD on Chapter 11 Filing --------------------------------------------------------------- Moody's Investors Service downgraded Audacy, Inc.'s (Audacy) Probability of Default Rating to D-PD from Ca-PD. Concurrently, Moody's affirmed Audacy's Corporate Family Rating of Ca and Audacy Capital Corp.'s (a subsidiary of Audacy) senior secured first lien credit facility rating of Ca and senior secured second lien note rating of C. The outlook for both issuers remain negative. These actions follow the announcement on January 7, 2024 that Audacy has filed a petition for reorganization under Chapter 11 of the US Bankruptcy Code. Subsequent to the actions, Moody's will withdraw Audacy and Audacy Capital Corp.'s ratings because of the company's bankruptcy filing. RATINGS RATIONALE The downgrade of the PDR reflects Audacy's bankruptcy filing on January 7, 2024. The Ca CFR, senior secured first lien credit facility rating of Ca and senior secured second lien notes rating of C reflect Moody's expectation of loss to the debtholders in connection with company's plan to convert 80% of the outstanding debt into equity of the reorganized company. Audacy is pursuing debtor-in-possession ("DIP") financing commitments to support the company's operations while it goes through the bankruptcy process. Audacy, Inc. (fka Entercom Communications Corp.), headquartered in Philadelphia, PA, is the second largest US radio broadcaster based on revenue. The company was founded in 1968 by Joseph M. Field and is focused on radio broadcasting with radio stations in large and mid-sized markets as well as podcasting, digital initiatives, and live events. As of last twelve months ended September 2023, revenue totaled $1.2 billion. AURORA GRACE: 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 Aurora Grace, 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 Aurora Grace Aurora Grace LLC is a limited liability company in Pennsylvania. Aurora Grace sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Penn. Case No. 23-13863) on December 22, 2023, with assets of $100,000 to $500,000 and liabilities of $500,000 to $1 million. Aurora Wold, sole member, signed the petition. The Debtor is represented by Maggie S. Soboleski, Esq., at Center City Law Offices, LLC. B&B 4365: Seeks to Hire Barnes & Thornburg LLP as Counsel --------------------------------------------------------- B&B 4365 Ohio St., LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of California to employ Barnes & Thornburg LLP as counsel. The firm's services include: a. providing legal advice and services with respect to the Debtor's powers and duties as a debtor in possession; b. preparing, on behalf of the Debtor, necessary applications, motions, answers, orders, reports, and other legal papers; c. appearing in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Debtor; d. performing various services in connection with the administration of the Chapter 11 Case, including, without limitation, (a) preparing agenda letters, certificates of no objection, certifications of counsel, notices of fee applications and hearings, and hearing binders of documents and pleadings, (b) monitoring the docket for filings on pending matters that need responses; (c)preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated with the same, (d) litigating any adversary cases arising from and/or associated with the Chapter 11 Case; and (e) handling inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of the Chapter 11 Case; and e. performing all other legal services assigned by the Debtor to the firm. The firm will be paid at these rates: Ali Mojdehi $825 per hour Allison Rego $625 per hour Allison Scarlott $420 per hour Molly Sigler $490 per hour The firm received from the Debtor a retainer in the amount of $ 25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ali M.M. Mojdehi, a partner at Barnes & Thornburg 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: Ali M.M. Mojdehi, Esq. Barnes & Thornburg LLP 655 West Broadway, Suite 1300, San Diego, CA 92101 Tel: (619) 321-5000 Fax: (310) 284-3894 Email: amojdehi@btlaw.com About B&B 4365 Ohio St., LLC B&B 4365 Ohio St., LLC filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Cal. Case No. 23-03488) on November 6, 2023. Judge Margaret M. Mann oversees the case. PEACE & SHEA LLP serve as the Debtor's legal counsel. BERRY GLOBAL: Moody's Rates $500MM First Lien Secured Notes 'Ba1' ----------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Berry Global, Inc.'s (a wholly owned subsidiary of Berry Global Group Inc. ("Berry")) new $500 million first lien senior secured notes due 2034. The company's Ba1 corporate family rating and all other ratings remain unchanged. The outlook remains stable. The proceeds from the new notes will be used to repay the portion of the company's first lien senior secured term loans, and pay fees and expenses related to the offering. "This is a leverage neutral transaction that will improve Berry's debt maturity profile," said Motoki Yanase, Moody's Vice President and Senior Credit Officer. "Although Berry's leverage stood at 4.6x for fiscal 2023 that ended in September 2023, exceeding Moody's down-grade guidance of 4.25x, Moody's expect the company to seek measures to reduce its debt over the next 12-18 months," added Yanase. RATINGS RATIONALE The Ba1 rating on the new first lien secured notes, the same rating as the CFR, reflects the notes' subordination to the asset based revolver for the most liquid assets (accounts receivable and inventory) and the limited amount of second lien debt ranked below it to provide loss absorption. The company's considerable scale and strong free cash flow generation are all credit strengths. Berry is one of the largest rated plastic packaging manufacturers by revenue. The company has roughly three-quarters of its business under long-term contracts with cost pass-through provisions, which raises customer switching costs and protects against increases in volatile raw material costs. Weaknesses in Berry's credit profile include some exposure to more cyclical end markets -- such as construction, auto, industrial and chemicals – with its specialties and distribution segments. The company is also exposed to lags in contractual cost pass-through mechanisms with customers, leaving the company exposed to changes in volumes before increases in raw material prices can be passed through. Berry operates in the fragmented and competitive packaging industry which has many private, unrated competitors and strong price competition. The stable outlook reflects Moody's expectation that Berry will focus on debt reduction over the next 12-18 months and improve its credit metrics. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING A ratings upgrade would require a commitment to an investment grade financial profile and capital structure. An upgrade would also be dependent upon a sustainable improvement in credit metrics and a stable competitive environment. Specifically, the ratings could be upgraded if adjusted debt to EBITDA is approaching 3.5x, adjusted EBITDA margin is approaching 20%, and free cash flow to debt is above 12%. The ratings could be downgraded if there is deterioration in credit metrics, the competitive environment or liquidity. Additionally, the ratings could be downgraded if there is a large, debt financed acquisition. Specifically, the ratings could be downgraded if adjusted debt to EBITDA is above 4.25x, adjusted EBITDA margin is below 17%, and free cash flow to debt is below 8%. The principal methodology used in this rating was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. Based in Evansville, Indiana, Berry Global Group Inc. (NYSE: BERY) is a manufacturer of both rigid and flexible plastic packaging products. The company recorded about $12.7 billion of sales for fiscal 2023 that ended in September 2023. BISCAYNE BEACH: Seeks Cash Collateral Access -------------------------------------------- Biscayne Beach Apartments, LLC asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, for authority to use cash collateral. At the time of the filing of the Motion, there was a UCC Financing statement. Further, there is a mortgage recorded on October 8, 2019 at OR Book 31638 at Page 2277 in the Official Records of Miami Dade County. The Debtor has an eight unit building, of which four units are rented, one of which has moved, but another tenant will be moving in next week. The other four units are in the middle or renovation. There is a total of $7,200, a month. Titziano Mercante, a mortgagee from Pinecrest, Florida, asserts an interest in the Debtor's cash collateral. The Debtor intends to deposit these funds into the Debtor's DIP account and use these funds to pay the Lender pending confirmation of the Debtor's Plan of Reorganization and Disclosure Statement as adequate protection. A copy of the motion is available at https://urlcurt.com/u?l=UF9kfN from PacerMonitor.com. About Biscayne Beach Apartments, LLC Biscayne Beach Apartments, LLC owns an eight-unit apartment building located at 834-842 84 St, Miami Beach, FL valued at $1.6 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-15904) on July 27, 2023. In the petition signed by Benjamin Shames, manager, the Debtor disclosed $1,600,621 in assets and $1,182,040 in liabilities. Judge Corali Lopez-Castro oversees the case. Michael A. Frank, Esq., at LAW OFFICES OF FRANK & DE LANA GUARDIA, represents the Debtor as legal counsel. BOBBITT ELECTRICAL: Hires Hester Baker Kreb LLC as Counsel ---------------------------------------------------------- Bobbitt Electrical Service, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Hester Baker Kreb LLC as counsel. The firm will provide these services: a. give the debtor legal advice with respect to its powers and duties as debtor-in-possession and management of his property; b. take necessary action to avoid the attachment of any lien against the Debtor's property threatened by secured creditors holding liens; c. prepare on behalf of the Debtor as debtor-in-possession necessary petitions, answers, orders, reports and other legal papers; d. perform all other legal services for the Debtor as debtor-in-possession which may be necessary herein, inclusive of the preparation of petitions and orders respecting the sale or release of equipment not found to be necessary in the management of its property, to file petitions and order for the borrowing funds; and it is necessary for the Debtor as debtor-in-possession to employ counsel for such professional services. The firm received from the Debtor an initial retainer in the amount of $9,194.50 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John J. Allman, Esq., a partner at Hester Baker Krebs LLC, 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: John J. Allman, Esq. HESTER BAKER KREBS LLC One Indiana Square, Suite 1330 Indianapolis, IN 46204 Tel: (317) 833-3030 Fax: (317) 833-3031 Email: jallman@hbkfirm.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. CAIRO HOLDING: Seeks to Hire Boolos + Oaks as Accountant -------------------------------------------------------- Cairo Holding Company, Inc. and its affiliate seek approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Boolos + Oaks as accountant. The firm will provide services to the Debtors for limited purpose of filing tax returns and approval of accounting invoice. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor owes the firm a total of $2,924.25 for preparation of 2022 tax returns of the Debtors. Todd Boolos, a partner at Boolos + Oaks CPA Firm, 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: Todd Boolos Boolos + Oaks CPA Firm 1007 Mission Park Dr. Vicksburg, MS 39180 Tel: (601) 636-6996 About Cairo Holding Company, Inc. Cairo Holding Company, Inc. is engaged in activities related to real estate. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-01954) on Aug. 25, 2023, with $1 million to $10 million in both assets and liabilities. Michael Cappaert, president, and Patty Cappaert, POA for Michael Cappaert, signed the petition. Judge Jamie A. Wilson oversees the case. J. Walter Newman IV, Esq., at Newman & Newman represents the Debtor as legal counsel. CANOO INC: Greg Ethridge Resigns as Director -------------------------------------------- Canoo Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that in connection with his appointment as chief financial officer of the Company on Aug. 28, 2023, Greg Ethridge resigned from his position as a member of the Board of Directors of the Company, on and effective as of Dec. 31, 2023. About Canoo Torrance, California-based Canoo Inc. -- www.canoo.com -- is a mobility technology company with a mission to bring electric vehicles to everyone and provide connected services that improve the vehicle ownership experience. The Company is developing a technology platform that it believes will enable the Company to rapidly innovate and bring new products, addressing multiple use cases, to market faster than its competition and at lower cost. Canoo reported a net loss and comprehensive loss of $487.69 million for the year ended Dec. 31, 2022, compared to a net loss and comprehensive loss of $346.77 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $534.35 million in total assets, $368.69 million in total liabilities, and $165.65 million in total stockholders' equity. In its Quarterly Report for the three months ended Sept. 30, 2023, Canoo reported substantial doubt about its ability to continue as a going concern for the twelve months from the date of issuance of the financial statements included in the Quarterly Report. The Company said it requires substantial additional capital to develop its EVs and services and fund its operations for the foreseeable future. The Company will also require capital to identify and commit resources to investigate new areas of demand. Until it can generate sufficient revenue from vehicle sales, the Company is financing its operations through access to private and public equity offerings and debt financings. CANTON & COMPANY: Seeks Cash Collateral Access on Final Basis ------------------------------------------------------------- Canton & Company LLC asks the U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, for authority to use cash collateral and provide adequate protection, on a final basis. The Debtor requires the use of cash collateral to pay necessary and appropriate operating expenses of the Debtor and administrative expenses in the case. The Debtor was previously indebted to First National Bank of Pennsylvania for two loans. As previously entered into evidence, the purchase agreement assigned these loans to 2111 SW 31st Street, LLC, a Florida entity. Adequate protection payments of $20,000 are being paid to the New Loan Owner, 2111 SW 31st Street, LLC. The first payment is due on January 6, 2024, and is currently late. This payment plus the payment due on January 20, 2024, will be made by the Debtor. A copy of the motion is available at https://urlcurt.com/u?l=Ljd7p0 from PacerMonitor.com. About Canton & Company Canton & Company, LLC is a healthcare growth and strategic services firm in Baltimore, Md. Its comprehensive suite of growth services includes Strategy & Insights, Integrated Marketing Solutions, and Performance Solutions. The Debtor filed Chapter 11 petition (Bankr. D. Md. Case No. 23-19054) on Dec. 12, 2023, with up to $500,000 in assets and up to $10 million in liabilities. Richard (Don) McDaniel, Jr., manager, signed the petition. Daniel Staeven, Esq., at Frost Law, is the Debtor's bankruptcy counsel. CHARLESTON CHILDREN'S: Court OKs Cash Access on Final Basis ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina authorized Charleston Children's Therapy Center, LLC to use cash collateral on a final basis, in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral for the operation of its business and payment of business expenses in the ordinary course. Cloudfund, LLC for Delta Bridge Funding, CFG Merchant Solutions, LLC, The Avanza Group, LLC, United First, LLC, Fundbox, Inc., United States Internal Revenue Service, and South Carolina Department of Revenue may assert, or may assert, security interests and liens. As adequate protection for any security interests of the Merchant Cash Advance Lenders, IRS, and SCDOR, and any other secured creditors who may assert an interest in the cash collateral, to the extent that the Debtor uses cash collateral and does not replace it, are granted replacement liens on post- petition cash collateral to the same extent, validity, and priority as their pre-petition liens on the Petition Date in all types and descriptions of collateral that were properly secured and perfected under the applicable, valid, and enforceable pre-petition loan documents, for any post-petition diminution in the pre-petition cash collateral. A copy of the order and the Debtor's budget is available at https://urlcurt.com/u?l=xZDkl4 from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $165,645 for January 2024; $165,793 for February 2024; and $165,793 for March 2024. About Charleston Children's Therapy Center, LLC Charleston Children's Therapy Center, LLC is a multidisciplinary pediatric practice headquartered in the Charleston area. Its team consists of trained therapists who are dedicated to ongoing education and the acquisition of advanced pediatric skills. The Debtor provides services both inside the clinic and in the patient's home. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. S.C. Case No. 23-03821) on December 11, 2023. In the petition signed by the Debtor's Manager, Tempo Health Group, LLC, by James Butcher, its president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Elisabetta Gm Gasparini oversees the case. W. Harrison Penn, Esq., at PENN LAW FIRM LLC, represents the Debtor as legal counsel. CHICAGO EDUCATION BOARD: Moody's Ups Issuer & Debt Ratings to Ba1 ----------------------------------------------------------------- Moody's Investors Service has upgraded the Chicago Board of Education, IL's (Chicago Public Schools, CPS, the district) issuer rating and debt ratings to Ba1 from Ba2. For fiscal 2022 (June 30 year-end), the district had approximately $7.8 billion of general obligation unlimited tax (GOULT) debt outstanding in total including both debt rated by Moody's and debt not rated by Moody's. The upgrade primarily reflects improvements in the CPS operating fund net cash and improved cash flows as reflected in part by reduced cash flow borrowing and Moody's expectation that such trends will continue. The outlook remains positive. RATINGS RATIONALE The upgrade to Ba1 is based on material increases in operating fund net cash, which is estimated to have reached about 13% in fiscal 2023 from under 5% five years prior. The improved cash position has resulted in the district reducing cash flow borrowing and having no tax anticipation notes outstanding at the close of the fiscal year. The district's fixed cost ratio has declined to just over 20% of revenue supported by significant revenue growth from steady increases in state aid and solid increases in property tax receipts. The district's economic indicators are solid given its coterminous with the city of Chicago and its massive regional economic base. For the 2023 school year (fiscal 2024) the fall enrollment count increased by just over 1,000 students, a departure from what had been a long-term trend of declines. Under the state's evidence based formula (EBF), the district's base minimum funding (BMF) is at least what was in the prior year even if enrollment declines, a credit positive. A number of factors still constrain the rating including that the district's operating fund net cash remains the lowest of large school districts, limited available liquidity with a general fund net cash balance of less than 5%, and a high leverage ratio of nearly 500% of revenues. The GOULT rating is Ba1, the same as the issuer rating, based on the district's pledge of all available funds and its authority to levy an unlimited ad valorem property tax. RATING OUTLOOK The positive outlook reflects a trend of strengthening fund balance and net cash. The rating may move upward if the district can sustain a net cash balance of between 10% and 15% of revenue even as it enters what is expected to be more challenging operating environment because of the depletion of federal aid from the Elementary and Secondary School Emergency Relief Fund (ESSER) and as it negotiates new union contracts that would take effect in fiscal 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Sustained maintenance of a net cash balance of between 10% and 15% of revenues -- Development of a clear and detailed plan of action to maintain a trajectory of structural balance -- Further decline in the leverage ratio to reach levels below 450% of revenue and the fixed cost ratio remaining under 20% of revenue FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Recurrent weakening of the net operating fund net cash balance to under 5% of revenues -- Significant increase in reliance on cash flow borrowing such as recurrently having tax anticipation notes outstanding at the close of the fiscal year exceeding 10% of revenues -- Increase in leverage recurrently above 580% of revenue and / or increase in the fixed costs ratio above 35% of revenue LEGAL SECURITY All the district's rated debt is secured by its GOULT pledge and backed by an alternate revenue pledge which is secured primarily by pledged state aid revenue. An unlimited tax levy is filed with the county at the time of issuance. The property tax is abated after the district deposits sufficient alternate with the trustee. If the deposit is not made with the trustee, the levy would be extended. The rated debt is secured by state statute. PROFILE CPS is coterminous with the City of Chicago (Baa3 stable). The district directly serves a student base of around 270,000 with another 56,000 students served by charter schools. The Chicago Board of Education is responsible for organizational and financial oversight of CPS. The district will begin transitioning to an elected school board beginning in 2025 from a board appointed by the Chicago Mayor. METHODOLOGY The principal methodology used in these ratings was US K-12 Public School Districts Methodology published in January 2021. CHINA AOYUAN GROUP: Chapter 15 Recognition Hearing Set ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York scheduled a hearing on Jan. 11, 2024, at 11:00 a.m. (Eastern Time), in Room 501, One Bowling Green, New York, New York 10004, to consider approval of the petition filed by Chen Zhi Bin and David Wan, as duly authorized foreign representative of China Aoyuan Group Limited and Add Hero Holdings Limited, recognition of foreign proceeding pursuant to Chapter 15 of the U.S. Bankruptcy Code. As reported by the Troubled Company Reporter, China Aoyuan Group Ltd. filed for Chapter 15 bankruptcy in New York on Dec. 20, a move by the defaulted property developer to seek U.S. court recognition for its offshore debt restructuring and ward off litigation. As earlier reported in the TCR, the Guangzhou-based developer, which had about $6 billion of total offshore interest-bearing liabilities as of the end of 2022, is undergoing restructuring in Hong Kong, Cayman Islands and the British Virgin Islands after deciding last year to forgo paying debt. Its board has been advised by its advisers to "seek recognition of the Hong Kong proceedings and related relief from the US Bankruptcy Court for the Southern District of New York," according to a company filing with the court, Bloomberg relays. Without U.S. court recognition, "there is litigation risk that dissenting holders of the existing public notes may file actions to enforce their claims in the US courts even after the Hong Kong schemes are sanctioned by the Hong Kong court," it said. Aoyuan joins a small but growing list of Chinese developers -- as well as other non-US debtors -- to tap Chapter 15 bankruptcy system to more efficiently deal with offshore creditors or handle cross-border assets. China Evergrande Group, whose 2021 default accelerated the country's property debt crisis, called the move a "normal procedure" since its dollar bonds are governed by New York law. A Chapter 15 recognition proceeding is a legal step for the US court to formally recognize the effectiveness of the restructuring in foreign jurisdictions, according to an insight note by law firm Sidley Austin LLP in October. Companies don't necessarily need material US assets in order to seek such recognition, and often the only liabilities of Chapter 15 debtors are US-law governed bonds, the note said, in explaining the differences with the better-known Chapter 11 filings. Aoyuan's dollar bonds - trading at below 2 cents to indicate investors' low expectations for recovery - are governed by New York law, Bloomberg-compiled data show. In July, the company detailed a restructuring plan with a number of new debt instruments and other measures to address creditors' demands, including notes with payment-in-kind interests, new equity shares, zero-coupon mandatory convertible bonds and perpetual securities. Aoyuan last month said it obtained sufficient support from creditors to approve its restructuring plans, and would seek Hong Kong, Cayman and BVI courts' approval for the plan in December and January, Bloomberg recalls. Aoyuan, ranked 110th by sales among Chinese developers in the first half this year, said its decision not to pay the debts was due to the need "to preserve its limited cash resources and maintain fairness among all of its creditors pending a holistic debt restructuring," Bloomberg relays. About China Aoyuan China Aoyuan Group Limited, formerly China Aoyuan Property Group Limited, is an investment holding company principally engaged in the sales of properties. The Company operates its business through three segments. The Property Development segment is engaged in the development and sale of properties. The Property Investment segment is engaged in the leasing of investment properties. The Others segment is engaged in hotel operation, the provision of consulting and management services. Through its subsidiaries, the Company is also engaged in construction business. Aoyuan defaulted on debts in January 2022. As of the end of 2022, Aoyuan had offshore interest-bearing liabilities of about CNY42.8 billion (USD5.9 billion) and onshore interest-bearing liabilities of around CNY66.2 billion. The Companies filed for Chapter 15 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 23-12030) on Dec. 20, 2023. Foreign representatives of the Companies are Chen Zhi Bin and David Wan. Christopher J. Hunker, Esq., LinkLaters LLP, represents the foreign representative. CITIUS PHARMACEUTICALS: Schedules Annual Meeting for March 12 ------------------------------------------------------------- Citius Pharmaceuticals, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Board of Directors of the Company determined that the 2024 Annual Meeting of Stockholders will be held on March 12, 2024, at 8:00 a.m. EST. The Board of Directors established the close of business on Jan. 19, 2024, as the record date for the determination of stockholders who are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. The Company will provide additional details regarding the location and matters to be voted on at the Annual Meeting in the proxy statement for the Annual Meeting to be filed with the U.S. SEC prior to the Annual Meeting. Since the Annual Meeting will take place more than 30 days following the anniversary of the 2023 Annual Meeting of Stockholders, the Company is providing the updated due dates for submission of any qualified stockholder proposal or qualified stockholder director nominations. Stockholders of Citius who wish to have a proposal or nomination considered for inclusion in the Company's proxy materials for the Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, must ensure that such proposal or nomination is received by its Corporate Secretary at the Company's principal executive office at 11 Commerce Drive, 1st Floor, Cranford, New Jersey 07016, on or before the close of business on Jan. 16, 2024, which the Company has determined to be a reasonable time before it expects to begin printing and sending the Company's proxy materials for the Annual Meeting in accordance with Rule 14a-5(f) and Rule 14a-8(e) under the Exchange Act. Any such proposal or nomination must also meet the requirements set forth in the rules and regulations of the SEC in order to be eligible for inclusion in the Company's proxy materials for the Annual Meeting. In addition, in accordance with the requirements contained in the Company's Amended and Restated Bylaws, stockholders of Citius who wish to bring business before the Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must ensure that written notice of such proposal or nomination (including all information specified in the Bylaws) is received by the Secretary at the address specified above no later than the close of business on Jan. 16, 2024. Any such proposal or nomination must meet the requirements set forth in the Company's Bylaws in order to be brought before the Annual Meeting. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than 10 calendar days following the date of this current report on Form 8-K. About Citius Pharmaceuticals Inc Headquartered in Cranford, NJ, Citius Pharmaceuticals, Inc. -- http://www.citiuspharma.com-- is a late-stage pharmaceutical company dedicated to the development and commercialization of first-in-class critical care products with a focus on oncology, anti-infectives in adjunct cancer care, unique prescription products and stem cell therapy. Boston, Massachusetts-based Wolf & Company, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 29, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations and has a significant accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CMS HOLDINGS: Hires McNamee Hosea P.A. as Legal Counsel ------------------------------------------------------- CMS Holdings Group, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Maryland to employ McNamee Hosea, P.A. as counsel. The firm will provide these services: a. prepare and file the petition, schedules, statement of affairs and other documents required by the court; b. represent the Debtors at the initial debtor interview and meeting of creditors; c. counsel the Debtors in connection with the formulation, negotiation and promulgation of plans of reorganization and related documents; d. work with the Receiver and its professionals to maximize value of the Debtors assets, including recovery of claims and causes of action; e. advise the Debtors concerning, and assisting in the evaluation and prosecution of avoidance actions; f. review the validity of liens asserted against the property of the Debtors and advising the Debtors concerning the enforceability of such liens; g. prepare all necessary and appropriate applications, motions, pleadings, draft orders, notices, and other documents, and reviewing all financial and other reports to be filed in this Chapter 11 cases; and h. perform all other legal services that the Law Firm is qualified to handle for or on behalf of the Debtors that may be necessary or desirable in these Chapter 11 cases and the Debtors' business. The firm will be paid at these rates: Partners $400 per hour Associates $325 per hour Paralegal $$105 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven L. Goldberg, 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: Steven L. Goldberg Mcnamee, Hosea, P.A. 6404 Ivy Lane, Suite 820 Greenbelt, MD 20770 Telephone: (301) 441-2420 Facsimile: (301) 982-9450 Email: sgoldberg@mhlawyers.com About CMS Holdings Group, LLC CMS Holdings Group, LLC in Germantown, MD, and its affiliates filed its voluntary petition for Chapter 11 protection (Bankr. D. Md. Lead Case No. 23-19382) on December 28, 2023, listing $0 to $50,000 in assets and $100,000 to $500,000 in liabilities. G. Richard Gray, president of Gray & Assoc., LLC, receiver, signed the petition. Judge Lori S. Simpson oversees the case. OFFIT KURMAN, P.A. serve as the Debtor's legal counsel. MCNAMEE HOSEA, PA as co-counsel. COTTLE LLC: Seeks to Hire Larry Cottle as Manager ------------------------------------------------- Cottle LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of West Virginia District of to employ Larry Cottle as manager. The firm's services include: a. hiring employees; b. purchasing food inventory; c. scheduling workers; d. reviewing and paying invoices; and e. coordinating tax returns with the Court-approved accountant. Mr. Cottle will be paid $2,500 per month. As disclosed in a court filing that Mr. Cottle is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Cottle LLC Cottle, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00296) on June 16, 2023, with $1 million to $10 million in both assets and liabilities. Larry D. Cottle, owner and managing member, signed the petition. Joseph W. Caldwell, Esq., at Caldwell & Riffee is the Debtor's legal counsel. DEYO ENTERPRISES: Akerman LLP Files Rule 2019 Statement ------------------------------------------------------- In the Chapter 11 case of Deyo Enterprises, Inc., the law firm Akerman LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that it is representing more than one creditor. From the inception of the Chapter 11 Case until late November 2023, Akerman represented the following 2 creditors with respect to the case: 1. Ameris Bank 140 Towne Centre Boulevard Pooler, GA 31322 2. Regis Corporation 3701 Wayzata Blvd., Suite 500 Minneapolis, MN 55416 Akerman no longer represents Ameris Bank in the Chapter 11 Case but continues to represent Regis Corporation in the Chapter 11 Case. Ameris Bank holds a secured claim against the Debtor's estate (Claim No. 6). As of the Petition Date, the claim was approximately $501,653.48. Regis Corporation holds two unsecured claims against the Debtor's estate (Claim No. 7) in the amount of $31,098.87 and (Claim No. 9) in the amount of $110,369.39. Collectively, as of the Petition Date, the claims were in the approximate amount of $141,468.26. The law firm can be reached at: AKERMAN LLP Mark S. Lichtenstein, Esq. 1251 Avenue of the Americas 37th Floor New York, New York 10020 Tel. No. (212) 880-3800 E-mail: mark.lichtenstein@akerman.com About Deyo Enterprises Deyo Enterprises, Inc., doing business as Supercuts, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22323) on May 2, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Jolene Wee has been appointed as Subchapter V trustee. Judge Sean H. Lane oversees the case. The Debtor tapped The Law Office of James J. Rufo as bankruptcy counsel and the Law Office of Charles A. Higgs as special litigation counsel. DIGI INTERNATIONAL: S&P Withdraws 'B+' Issuer Credit Rating ----------------------------------------------------------- S&P Global Ratings withdrew its 'B+' issuer credit rating on Digi International Inc. and its 'B+' issue-level rating on its term loan at the issuer's request. This follows Digi's repayment of the term loan in December 2023. At the time of the withdrawal, S&P's outlook on the company was stable. Digi's capital structure now only comprises a $250 million revolving credit facility, of which it drew $215 million to repay its term loan. DIOCESE OF NORWICH: General Unsecured Claims Unimpaired in Plan --------------------------------------------------------------- Norwich Roman Catholic Diocesan Corporation and the Official Committee of Unsecured Creditors submitted a Fourth Amended Joint Chapter 11 Plan of Reorganization. This Plan provides for: (a) The Diocese to make meaningful and substantial contributions to fund, through the Trust and Unknown Abuse Claims Trust, Distributions to Abuse Claimants, while also satisfying or, at least, fairly and equitably treating the other Claims against the Diocese; (b) The Diocese to reorganize expeditiously on terms and conditions acceptable to the Diocese and the Committee and in the best interests of all Claimants including the Abuse Claimants; and (c) Catholic Mutual, the Catholic Entities (which includes Mercy and St. Bernard's), Mount St. John, Xavier and Oceania to make fair and reasonable contributions to fund through the Trust Distributions to Abuse Claimants in exchange for the benefits conferred upon them pursuant to this Plan including the releases, Channeling Injunction and Supplemental Settled Insurer Injunction. Upon the Effective Date of the Plan, Catholic Mutual—who entered into the Catholic Mutual Settlement Agreement which has been incorporated into this Plan—shall become a Settled Insurer, and the Catholic Entities, Mount St. John Parties, Xavier and Oceania shall become Participating Parties. The Catholic Mutual Settlement Agreement and Mount St. John Settlement Agreement shall each be incorporated by reference into the Plan and approved by the Confirmation Order. The Diocese's and the Participating Parties' Transferred Insurance Interests against any Non-Settling Insurer shall be transferred to the Trust and shall be a Trust Asset. The Trust Assets shall include, among other assets, contributions from the Diocese, the Participating Parties, and Catholic Mutual, and the Transferred Insurance Interests. Trust Assets will fund Distributions to Abuse Claimants, under the Trust Distribution Plan. Abuse Claimants whose Claims occurred during the coverage period of a Non-Settling Insurers' Insurance Policy may, subject to the Trustee's consent and the Trust Documents, pursue their Abuse Claims in a court of competent jurisdiction against the Debtor and any other defendant; provided, however, that any such Claims are subject to the terms of this Plan and that Claims against the Debtor or a Participating Party may be paid only from the proceeds of an Insurance Policy issued by a Non-Settling Insurer. The Diocese, each Participating Party, and Settled Insurer will receive the benefit of releases and injunctions provided under this Plan. Nothing in this Plan is intended to replace and does not affect, diminish, or impair the liabilities of any Non-Settling Insurer or any Person that is not a Participating Party under applicable non-bankruptcy law, including the law governing joint and several liabilities. Under the Plan, Class 6 consists of General Unsecured Claims. Except to the extent that a Class 6 Claimant agrees to less favorable treatment of their Class 6 Claim, in exchange for full and final satisfaction of such Allowed General Unsecured Claim, at the sole option of the Reorganized Debtor: (a) each Class 6 Claimant shall receive payment in Cash in an amount equal to such Allowed General Unsecured Claim, payable on last to occur of (i) the Effective Date, (ii) the date on which such General Unsecured Claim becomes an Allowed General Unsecured Claim, and (iii) the date on which the Class 6 Claimant and the Diocese or Reorganized Debtor, as applicable, shall otherwise agree in writing; or (b) satisfaction of such Allowed General Unsecured Claim in any other manner that renders the Allowed General Unsecured Claim Unimpaired, including reinstatement. Class 6 is Unimpaired under the Plan. On the Effective Date, the Debtor shall make all payments and effectuate all transfers required to be performed on the Effective Date pursuant to this Plan, including by transferring any Trust Assets due on the Effective Date to the Trust on the Effective Date. On or immediately after the Effective Date, the Effective Date Escrow Agent shall transfer to the Trustee, for the benefit of the Trust, in accordance with this Plan and the Effective Date Escrow Agreement, all Cash Contributions received by the Effective Date Escrow Agent in accordance with Section 7.1(a)3 of the Plan. Attorneys for the Official Committee of Unsecured Creditors: Eric A. Henzy, Esq. Stephen M. Kindseth, Esq. Daniel A. Byrd, Esq. ZEISLER & ZEISLER P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06604 Tel: (203) 368-4234 Fax: (203) 549-0903 E-mail: skindseth@zeislaw.com ehenzy@zeislaw.com dbyrd@zeislaw.com Attorneys for the Debtor and Debtor-in-Possession: Patrick M. Birney, Esq. Andrew A. DePeau, Esq. Annecca H. Smith, Esq. ROBINSON & COLE LLP 280 Trumbull St. Hartford, CT 06103 Tel: (860) 275-8275 Fax: (860) 275-8299 E-mail: pbirney@rc.com adepeau@rc.com asmith@rc.com - and - Louis T. DeLucia, Esq. Alyson M. Fiedler, Esq. ICE MILLER LLP 1500 Broadway, 29th Fl. New York, NY 10036 Tel: (212) 824-4940 Fax: (212) 824-4982 E-mail: louis.delucia@icemiller.com alyson.fiedler@icemiller.com A copy of the Plan of Reorganization dated Dec. 29, 2023, is available at https://tinyurl.ph/HMlRX from PacerMonitor.com. About The Norwich Roman Catholic Diocesan Corporation The Norwich Roman Catholic Diocesan Corporation is a nonprofit corporation that gives endowments to parishes, schools, and other organizations in the Diocese of Norwich, a Latin Church ecclesiastical territory or diocese of the Catholic Church in Connecticut and a small part of New York. The Norwich Roman Catholic Diocesan Corporation sought Chapter 11 protection (Bankr. D. Conn. Case No. 21-20687) on July 15, 2021. The Debtor estimated $10 million to $50 million in assets against liabilities of more than $50 million. Judge James J. Tancredi oversees the case. The Debtor tapped Ice Miller, LLP, Robinson & Cole, LLP and Gellert Scali Busenkell & Brown, LLC as bankruptcy counsel, Connecticut counsel and special counsel, respectively. Epiq Corporate Restructuring, LLC is the claims and noticing agent. On July 29, 2021, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Chapter 11 case. The committee tapped Zeisler & Zeisler, PC as its legal counsel. ELEMENT CONSTRUCTION: Gets OK to Sell Boise Property for $569,900 ----------------------------------------------------------------- Element Construction Corporation received approval from the U.S. Bankruptcy Court for the District of Idaho to sell its real property in Boise, Idaho. The property is being sold to Eron and Tracia Sloan whose $569,900 offer for the property was selected as the winning bid at an auction held last month. Element Construction's bankruptcy estate will receive net proceeds of $27,436.10 after payment of the closing costs, realtor commission, real property taxes and claims of lienholders including GIT SIT Solutions, LLC and Nampa Floors and Interiors, Inc. GIT and Nampa will receive $438,239.10 and $27,228, respectively. Meanwhile, lienholders Ferguson Enterprises, LLC, KW Construction, LLC, Central Stone and Tile, LLC and Bella Vive, LLC will not be paid at closing but will retain their interests in the proceeds of the sale until further order, according to court filings. About Element Construction Corp Based in Meridian, Idaho, Element Construction Corporation filed voluntary Chapter 11 petition (Bankr. D. Id. Case No. 23-00602) on Nov. 9, 2023, with up to $50,000 in assets and $1 million to $10 million in liabilities. Gary L. Rainsdon serves as Subchapter V trustee. Judge Noah G. Hillen oversees the case. Foley Freeman, PLLC is the Debtor's legal counsel. ENTERCOM MEDIA: Calamos CHW Marks $320,000 Loan at 56% Discount --------------------------------------------------------------- Calamos Global Dynamic Income Fund (Ticker: CHW) has marked its $320,000 loan extended to Entercom Media Corp. to market at $140,750 or 44% 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. CHW is a participant in a bank loan to Entercom Media Corp. The loan accrues interest at a rate of 8.145% (3 mon. SOFR+2.50%) per annum. The loan matures on November 18, 2024. 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. CHW is a global enhanced fixed-income offering that seeks to provide an attractive monthly distribution with a secondary objective of capital appreciation. It believes the Fund offers a diversified way to participate in the long-term potential of global markets. Entercom Media Corp is in the Communication Services industry. ENTERCOM MEDIA: Calamos CPZ Marks $284,000 Loan at 56% Discount --------------------------------------------------------------- Calamos Long/Short Equity & Dynamic Income Trust (Ticker: CPZ) has marked its $284,000 loan extended to Entercom Media Corp. to market at $124,916 or 44% 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. CPZ is a participant in a bank loan to Entercom Media Corp. The loan accrues interest at a rate of 8.145% (3 mon. SOFR+2.50%) per annum. The loan matures on November 18, 2024. 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. CPZ is a closed-end fund that seeks to provide current income and risk-managed capital appreciation. The Fund provides hedged market exposure through Calamos' time-tested global long/short equity strategy. In addition to seeking to provide an attractive monthly distribution, the Fund's multi-asset income strategy is structured to be potentially less vulnerable to volatile financial markets by actively managing risk with dynamic asset allocation. Entercom Media Corp is in the Communication Services industry. EPIC Y-GRADE: Moody's Ups CFR & Secured First Lien Term Loan to B3 ------------------------------------------------------------------ Moody's Investors Service upgraded EPIC Y-Grade Services, LP's Corporate Family Rating to B3 from Caa1, Probability of Default Rating to B3-PD from Caa1-PD, and backed senior secured 1st lien term loan ratings to B3 from Caa1. Concurrently, Moody's assigned a Ba3 rating to EPIC Y-Grade's backed Super Priority senior secured revolver due 2027. The B1 rating for EPIC Y-Grade's backed Super Priority senior secured revolver due 2025 is being withdrawn. The outlook remains stable. "The upgrade of EPIC Y-Grade's ratings reflects growing EBITDA that supports continued deleveraging," commented Jonathan Teitel, a Moody's senior analyst. "The company has also taken steps to extend its debt maturity profile." RATINGS RATIONALE EPIC Y-Grade's B3 CFR reflects still high financial leverage and low debt service coverage. However, leverage has improved considerably on strengthened operating performance, a trajectory that continues to improve credit quality. Also beneficial are the company's revolver maturity extension in December 2023, repayment of the stub term loan due 2024 in November 2023, and replacement of its term loan due 2025 with incremental term loan due 2027, also in November. EPIC Y-Grade's debt is now comprised of its super priority revolver and term loans that mature in 2027. Key to driving and sustaining higher EBITDA and supporting lower leverage over the long-term will be entering into new contracts, particularly as contracts roll off. The company benefits from long-term, fixed fee contracts and a portion of its volumes are underpinned by minimum volume commitments. EPIC Y-Grade's forthcoming decision about whether or not to construct another fractionator, driven by market demand, will affect future financing needs. Contracted capacity with sizable minimum volume commitments would be important to provide visibility into future cash flows and leverage. It is important for the B3 rating that the leveraging effect of any growth project be well managed and limited. The company's midstream assets include NGL pipelines running from the Permian Basin to Corpus Christi, Texas. The Permian Basin is a top-tier oil producing region. Producers' activities in the Permian Basin are driven by oil prices, with NGLs an associated by-product. Corpus Christi is a key market for US exports of NGLs. Moody's expects EPIC Y-Grade to maintain adequate liquidity well into 2025. As of September 30, 2023, EPIC Y-Grade had $91 million of cash. Moody's expects this large cash balance to be lower by the end of 2024, driven by a large swing in working capital related to prepaid revenue received in 2023 as well as turnaround capital spending not expected to recur for at least another seven years. EPIC Y-Grade's $40 million revolver due 2027 is undrawn and has $27 million in letters of credit outstanding. Financial covenants include a maximum super-priority leverage ratio of 1x and, beginning in the first quarter of 2024, a minimum debt service coverage ratio (DSCR) of 1.1x. When the DSCR covenant is tested during 2024, the company can choose to annualize quarterly EBITDA. Moody's expects the company to maintain compliance with these covenants, although future headroom could become modest with a coming step up in interest rates in the second half of 2024. The super-priority position of EPIC Y-Grade's senior secured revolver due 2027 and its very small size relative to the term loans results in the facility being rated Ba3, three notches above the CFR. EPIC Y-Grade's senior secured term loans due 2027 are rated B3, the same as the CFR, because they comprise the preponderance of debt. The stable outlook reflects Moody's expectation for EPIC Y-Grade to continue growing EBITDA and reducing leverage through 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include debt/EBITDA below 5.5x, increased interest coverage, additional long-term contracted volumes, strong contracts supporting expansion projects, and consistent positive free cash flow generation. Factors that could lead to a downgrade include weaker than anticipated financial performance and free cash flow, debt/EBITDA maintained above 6.5x, decreased interest coverage, or weakening liquidity. Rising leverage due to growth capital projects could also lead to a downgrade. EPIC Y-Grade Services, LP (a subsidiary of EPIC Y-Grade, LP) is a privately owned midstream energy business with NGL pipelines running from the Permian Basin to Corpus Christi, Texas. The company is majority-owned by affiliates of Ares Management Corporation with ownership stakes also held by Chevron Corporation (Aa2 stable), and an investor group led by FS Investments. The principal methodology used in these ratings was Midstream Energy published in February 2022. ESCHER GROUP: Hires Gorfine Schiller & Gardyn as Tax Consultant --------------------------------------------------------------- Escher Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Gorfine Schiller & Gardyn, P.A. as tax advisor and consultant. The firm's services include: a. prepare and file tax returns on behalf of the Debtors; b. provide tax consultation to the Debtors at the State and Federal levels; c. assist with the preparation of the Debtors' Statement of Financial Affairs and Schedules submitted to the Bankruptcy Court; d. assist with preparation of Monthly Operating Reports (MORs); e. prepare budgets and other financial information, financial statements, projections as required by the Debtors' counsel and the Bankruptcy Code; f. assist in formulating plan of reorganization and projection tied thereto. The firm will be paid at these rates: John Lyons $690 per hour Directors $550 per hour Managers $450 per hour Supervisors $325 per hour Consultants $190 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John Lyons, a partner at Gorfine, Schiller & Gardyn, 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 through: John K. Lyons Gorfine, Schiller & Gardyn, PA 10045 Red Run Blvd., Suite 250 Owings Mills, MD 21117 Tel: (410) 356-5900 Fax: (410) 581-0368 Email: jlyons@gsg-cpa.com About Escher Group, LLC Escher Group, LLC dba Glen Burnie is a community pharmacy offering free prescription delivery, blister packaging, and immunizations. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-17628) on October 23, 2023. In the petition signed by Andrew Michael Nye, II, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judg Nancy V. Alquist oversees the case. Richard M. Goldberg, Esq., at Shapiro Sher Guinot and Sandler, PA, represents the Debtor as legal counsel. Verity, LLC is the Debtor's financial advisor. EVERLASTING TRUCKING: Aaron Cohen Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a practicing attorney in Jacksonville, Fla., as Subchapter V trustee for Everlasting Trucking, LLC. Mr. Cohen will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Cohen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Aaron R. Cohen, Esq. P.O. Box 4218 Jacksonville, FL 32201 Tel: (904) 389-7277 Email: aaron@arcohenlaw.com About Everlasting Trucking Everlasting Trucking, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00001) on January 1, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge Jacob A. Brown oversees the case. Rehan N. Khawaja, Esq., at the Law Offices of Rehan N. Khawaja represents the Debtor as bankruptcy counsel. EXELA TECHNOLOGIES: Incurs $23.1 Million Net Loss in Third Quarter ------------------------------------------------------------------ Exela Technologies, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $23.11 million on $253.13 million of revenue for the three months ended Sept. 30, 2023, compared to a net loss of $85.28 million on $264.04 million of revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $99.43 million on $799.68 million of revenue, compared to a net loss of $221.44 million on $810.21 million of revenue for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $645.37 million in total assets, $1.49 billion in total liabilities, and a total stockholders' deficit of $842.88 million. Exela said, "We currently expect to spend approximately $10.0 to $15.0 million on total capital expenditures over the next twelve months. We will continue to evaluate additional capital expenditure needs that may arise due to changes in the business model. Our future cash requirements will depend on many factors, including our rate of revenue growth, our investments in strategic initiatives, applications or technologies, operation centers and acquisition of complementary businesses, which may require the use of significant cash resources and/or additional financing. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1620179/000155837024000106/xela-20230930x10q.htm About Exela Technologies Headquartered in Irving, Texas, Exela Technologies, Inc. -- www.exelatech.com -- is a global provider of transaction processing solutions, enterprise information management, document management and digital business process services. The Company's technology-enabled solutions allow global organizations to address critical challenges resulting from the massive amounts of data obtained and created through their daily operations. Its solutions address the life cycle of transaction processing and enterprise information management, from enabling payment gateways and data exchanges across multiple systems, to matching inputs against contracts and handling exceptions, to ultimately depositing payments and distributing communications. Exela reported a net loss of $415.58 million in 2022, a net loss of $142.39 million in 2021, and a net loss of $178.53 million in 2020. As of June 30, 2023, the Company had $675.34 million in total assets, $1.49 billion in total liabilities, and a total stockholders' deficit of $817.01 million. Detroit, Michigan-based KPMG LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated April 3, 2023, citing that the Company has a history of net losses, net operating cash outflows, working capital deficits, significant cash payments for interest on long-term debt, and significant current maturities of long-term debt that raise substantial doubt about its ability to continue as a going concern. * * * As reported by the TCR on Aug. 24, 2023, S&P Global Ratings raised its issuer credit rating on Exela Technologies Inc. to 'CCC' from 'SD' (selective default). S&P said, "Despite improving revenue trends and cost savings, we forecast limited liquidity cushion in January and July of 2024." FALCON LOGISTICS: Wins Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Kentucky, Bowling Green Division, authorized Falcon Logistics, LLC to use cash collateral in the ordinary course of business, on an interim basis. As adequate protection of its interest in cash collateral, FirstLine Funding Group, the Small Business Administration, and Fora Financial Business Loans, LLC are deemed to have a continued security interest in Debtor's accounts to the extent of its security interest as existed in cash collateral prior to the commencement of the bankruptcy case. A copy of the order is available at https://urlcurt.com/u?l=FPLNxF from PacerMonitor.com. About Falcon Logistics, LLC Falcon Logistics, LLC is part of the general freight trucking industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Kent. Case No. 24-10002) on January 3, 2024. In the petition signed by Justin Powers, owner, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Joan A. Lloyd oversees the case. Robert C. Chaudoin, Esq., at Harlin Parker, represents the Debtor as legal counsel. FLUID CONSTRUCTION: Wins Cash Collateral Access Thru Feb 8 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Fluid Construction, Inc. to use cash collateral on an interim basis in accordance with the budget, through February 8, 2024. ClearFund Solutions, LLC is the Debtor's senior creditor. Avion Funding, LLC; Corporation Service Company, "as Representative"; Suncoast Funding Group LLC; Orange Advance, LLC; and G and G Funding Group LLC, may assert a lien or security interest in the Debtor's cash collateral. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the United States Trustee for quarterly fees; (b) the current and necessary expenses set forth in the budget; and (c) additional amounts as may be expressly approved in writing by Secured Creditor within 48 hours of the Debtor's request. As adequate protection, the Creditors will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the pre-petition lien, without the need to file or execute any documents 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 the loan and security documents with Creditors. A continued hearing on the matter is set for February 8 at 2 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=fLt02B from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $50,939 for January 2024; and $50,939 for February 2024; About Fluid Construction Fluid Construction Inc. is a company in Clermont, Fla., which offers construction and repair or restoration services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03376) on Aug. 18, 2023, with $142,852 in assets and $2,339,979 in liabilities. Charles Tirri, chief executive officer, signed the petition. Judge Lori V. Vaughan oversees the case. Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC represents the Debtor as bankruptcy counsel. GAUCHO GROUP: William Allen Quits as Director --------------------------------------------- Gaucho Group Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that William Allen, a Class III director of the Company, resigned from the Company's Board of Directors effective Dec. 31, 2023. According to the Company, Mr. Allen did not resign due to any disagreement with the Company on any matter relating to its operations, policies or practices. About Gaucho Group Headquartered in New York, NY, Gaucho Group Holdings, Inc.'s (gauchoholdings.com) mission has been to source and develop opportunities in Argentina's undervalued luxury real estate and consumer marketplace. The Company has positioned itself to take advantage of the continued and fast growth of global e-commerce across multiple market sectors, with the goal of becoming a leader in diversified luxury goods and experiences in sought after lifestyle industries and retail landscapes. Gaucho reported a net loss of $21.83 million for the year ended Dec. 31, 2022, compared to a net loss of $2.39 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $21.01 million in total assets, $8.60 million in total liabilities, and $12.40 million in total stockholders' equity. In its Quarterly Report for the three months ended Sept. 30, 2023, Gaucho disclosed that based upon projected revenues and expenses, the Company may not have sufficient funds to operate for the next twelve months from the date of the report. Since inception, the Company's operations have primarily been funded through proceeds received from equity and debt financings. The Company believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. GBC EXPRESS: Bid to Use Cash Collateral Denied ---------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington denied the motion to use cash collateral filed by GBC Express, LLC. During the hearing, the Court noted that it was an undisputed fact that, upon commencing the instant proceedings, the Debtor held in its possession $11,491 in cash collateral attributable to secured creditor Commercial Credit Group Inc. The Debtor is directed to immediately sequester $11,491 in cash and directly pay such amount to CCG. The Debtor will not, until such time as payment of the full $11,491 is made to CCG, use any cash collateral absent further order of the Court. After payment of $11,491 to CCG, the Debtor will be deemed to have satisfied its replacement lien obligations and will be entitled to the use of cash collateral thereafter. A copy of the order is available at https://urlcurt.com/u?l=hihY0R from PacerMonitor.com. About GBC Express, LLC GBC Express, LLC is a trucking company in Bellevue, Washington. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11814) on September 26, 2023. In the petition signed by Mihail Nicoara, president, the Debtor disclosed $2,653,339 in assets and $4,543,064 in liabilities. Judge Marc Barreca oversees the case. Steven Palmer, Esq., at Curtis, Casteel & Palmer, PLLC, represents the Debtor as legal counsel. GENESISCARE USA: EUR500MM Bank Debt Trades at 84% Discount ---------------------------------------------------------- Participations in a syndicated loan under which GenesisCare USA Holdings Inc is a borrower were trading in the secondary market around 15.8 cents-on-the-dollar during the week ended Friday, January 5, 2024, according to Bloomberg's Evaluated Pricing service data. The EUR500 million facility is a Term loan that is scheduled to mature on May 17, 2027. The amount is fully drawn and outstanding. About GenesisCare One of the world's largest integrated oncology networks, GenesisCare -- http://www.genesiscare.com-- includes 300+ locations in the U.S., the UK, Australia, and Spain. With investments in advanced technology and expanded access to clinical trials, more than 5,500 highly trained GenesisCare physicians and support staff offer comprehensive, coordinated care in radiation oncology, medical oncology, hematology, urology, diagnostics, and surgical oncology. Genesis Care Pty Ltd. and its affiliated debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90614) on June 1, 2023. In the petition signed by Richard Briggs, as authorized signatory, Genesis Care disclosed up to $10 billion in both assets and liabilities. Judge David R. Jones oversees the case. The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis International, LLP and Jackson Walker, LLP as general bankruptcy counsel; PJT Partners, LP as investment banker; Alvarez and Marsal North America, LLC as restructuring advisor; Herbert Smith Freehills, LLP as foreign legal counsel; Teneo as communications advisor; and Clayton Utz as special investigation counsel. Kroll Restructuring Administration, LLC is the notice and claims agent. On June 15, 2023, the U.S. Trustee for the Southern District of Texas appointed an official committee of unsecured creditors in these Chapter 11 cases. The trustee tapped Kramer Levin as its counsel, Locke Lord LLP as local counsel, and Berkeley Research Group, LLC as financial advisor. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. GOLDEN GLOBE: Seeks to Hire Richard S. Feinsilver as Counsel ------------------------------------------------------------ Golden Globe Diner Ltd seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Firm of Richard S. Feinsilver as counsel. The firm will provide these services: a. preparation and filing of the Chapter 11 petition, schedules and statements; b. negotiations with creditors, as required; c. attendance at all Section 341 (a) meetings with creditors and the United States Trustee; d. preparation of the Plan, and all amendments to same, as required e. attendance at all hearings, including hearings on status, disclosure statements- status conferences with client (as required); f. review of monthly financial statements-status conferences with client; g. post confirmation conferences with the United States Trustee and creditors, if required. The firm will be paid at the rate of $450 per hour The firm received from the Debotr a retainer in the amount of $9,250, including the filing fee of $1,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard S. Feinsilver, Esq., 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: Richard S. Feinsilver, Esq. LAW FIRM OF RICHARD S. FEINSILVER One Old Country Road Suite 347 Carle Place, NY 11514 Tel: (516) 873-6330 Fax: (516) 873-6183 Email: feinlawny@yahoo.com About Golden Globe Diner Ltd Golden Globe Diner Ltd. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-44595) on December 12, 2023, with up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Elizabeth S. Stong oversees the case. Richard S. Feinsilver, Esq. represents the Debtor as legal counsel. GRO-MOR PLANT: Hearing on Asset Sale Set for Feb. 14 ---------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania is set to hold a hearing on Feb. 14 to consider the proposed sale of substantially all of the assets of Gro-Mor Plant Food Company, Inc. Gro-Mor received a $1.4 million offer from Five Points Ag Service Limited Liability Company to purchase its equipment, plus a sum equal to 60% of the value of its inventory. Five Points also made an offer of $700,000 for the real estate in Lancaster County, Pa., upon which Gro-Mor's assets are situated. The real estate is owned by M. Dwane Moyer, Gro-Mor's sole shareholder, who agreed to contribute from the sale of his property a sum sufficient to pay in full the secured claim of Mid Penn Bank. Gro-Mor's assets are subject to a secured lien in favor of Mid Penn in the amount of $1.973 million. Lawrence Young, Esq., Gro-Mor's attorney, said the company believes that there will be sufficient proceeds from the sale of its assets to pay Mid Penn in full. Gro-Mor has been soliciting bids from potential buyers and the offer from Five Points is the "best and highest offer" received, according to Mr. Young. About Gro-Mor Plant Food Company Gro-Mor Plant Food Company, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-13726) on Dec. 8, 2023, with $4,450,412 in total assets and $2,884,075 in total liabilities. Richard Furtek of Furtek & Associates, LLC serves as Subchapter V trustee. Judge Patricia M. Mayer oversees the case. Lawrence V. Young, Esq., at CGA Law Firm represents the Debtor as legal counsel. GUZZINO LEASING: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Guzzino Leasing and Rental, Inc. d/b/a Utility Truck and Equipment Company 1432 Broad St. Lake Charles, LA 70601 Business Description: Guzzino Leasing doing business as UTEC manufactures automotive parts. The Company offers truck and trailer cranes, dump bodies, sweepers, elevators, liftgates, lights, pumps, motors, winches, and parts, as well as provides tank and cylinder repairs services. Chapter 11 Petition Date: January 10, 2024 Court: United States Bankruptcy Court Western District of Louisiana Case No.: 24-20019 Judge: Hon. John W. Kolwe Debtor's Counsel: Arthur A. Vingiello, Esq. THE STEFFES FIRM, LLC 13702 Coursey Blvd. Building 3 Baton Rouge, LA 70817 Tel: 225-751-1751 Email: avingiello@steffeslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Phillip Anthony Guzzino as managing member. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IKPJFFA/Guzzino_Leasing_and_Rental_Inc__lawbke-24-20019__0001.0.pdf?mcid=tGE4TAMA J. MICHAEL SMITH: Tiffany Caron Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 21 appointed Tiffany E. Caron as Subchapter V trustee for J. Michael Smith Construction, LLC. Ms. Caron will be paid an hourly fee of $325 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Caron declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Tiffany E. Caron P.O. Box 711 West Palm Beach, FL 33402 TEL: (404) 647-4917 EMAIL: tiffany.caron@hotmail.com About J. Michael Smith Construction J. Michael Smith Construction, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ga. 24-40005) on January 2, 2024, with up to $50,000 in assets and $50,001 to $100,000 in liabilities. Jon A. Levis, Esq., at Levis Law Firm, LLC represents the Debtor as bankruptcy counsel. JLK CONSTRUCTION: Unsec. Creditors to Get At Least 5% in 10 Years ----------------------------------------------------------------- JLK Construction, LLC, submitted a First Amended Disclosure Statement, dated Dec. 29, 2023 The Debtor intends to remain in business and to pay monies to creditors. General unsecured creditors are placed in Class 7 and will receive a distribution of 5% of their allowed claim, to be distributed in monthly payments, over 10 years plus a percentage of recoveries from lawsuits. JLK's financial position is better today than its has been for a period of years. JLK has healthy margins. Its costs are being kept under control. Its P&L Statement for 2022 showed large financial losses as compared to its post-petition positive net income. The business model is working and net income during the bankruptcy case through November 30, 2023, was $836,433.56 (accrued). Under the Plan, Class 6 General unsecured claims have a total amount of claims scheduled of $7,559,945. Total unsecured claims filed to date amount to $5,534,790.03. After comparing filed claims to proofs of claim and reconciling them, including Newtek's unsecured claims, JLK estimates reconciled claims in this class to amount to $5,557,691. This figure is subject to revision based on events that occur. Creditors belonging to this class hold unsecured claims, claims that are partially undersecured and any rejection claims. Jesse Kagarice's contribution at month 36 for $50,000 shall be paid on a pro rata basis to members of this Class. Class 6 unsecured claims will be treated as follows: "Based upon unsecured claims of $5,534,790.03". Assuming no recovery from the lawsuits, then the claims are paid at 5% over the 10-year plan. No payments are scheduled in Jan and Feb of each year, to account for cash flow dips resulting from seasonality due to weather. Monthly payments begin in month 7, and in years 1-3 are $1287, years 4-5 are $2058, and years 6-10 are $4117. Total unsecured payments are $277,884. JLK will endeavor to pay from recoveries from these lawsuits, after payment of legal fees, 50% of the recoveries to this class. Table 3 to the projection shows that if the Debtor recovers $2 million on this actions, the return to this class would be $1 million. The actual amount paid to members of this Class depends on legal fees so the percent paid may be higher or lower than 50%. * The Debtor will not distribute any monies to the defendants on account of any claims pending conclusion of adversary actions against them. * Table 3 in the projection provides illustrative examples depending on the dollar amount of the recoveries, then the funds will be distributed as stated above. The table also reflects the potential increased percentages to members of this class. * Any creditor in this class asserting a right to attorneys' fees and costs must, within 20 days following entry of the order confirming the Plan, either file a motion for allowance of fees and costs or must file a stipulation with the Debtor as to the amount of fees and costs. The failure to timely do so will result in the disallowance of any claim for attorneys' fees and costs through the Plan's Effective Date. * For creditor claim payments where payments in a given month would be less than $25.00, these claims shall be paid quarterly in the 3rd month of each quarter. * The Debtor anticipates filing additional actions post-Effective Date against additional parties. If a litigation ceases and the Debtor owes monies to a creditor/defendant, the Debtor will then pay to that creditor monies owed to it as a member of this class. Payments to these creditors shall be set aside and held by the Debtor. Class 6 is impaired. Class 8 General insider unsecured claims consist of claim of Cindy Kagarice total $6,000. Creditor will received $100. Class 8 is impaired. Payments and distributions under the Plan will be funded by the following: * Funding on the Effective Date will be funded from the cash on hand from operations and by new value monies contributed. * Funding after the Effective Date. These funds will be obtained from: (a) any and all remaining cash retained by the Reorganized Debtor after the Effective Date; (b) Cash generated from the post-Effective Date operations of the reorganized Debtor; and contributions which the Reorganized Debtor obtains from its equity holder. Counsel for the Debtor: Steven R. Fox, Esq. THE FOX LAW CORPORATION, INC. 17835 Ventura Blvd., Suite 306 Encino, CA 91316 Tel: (818)774-3545 E-mail: srfox@foxlaw.com - and - Colin N. Gotham, Esq. EVANS & MULLINIX, P.A. 7225 Renner Rd., Suite 200 Shawnee, KS 66217 Tel: (913) 962-8700 Fax: (913) 962-8701 E-mail: cgotham@emlawkc.com A copy of the Disclosure Statement dated Dec. 29, 2023, is available at https://tinyurl.ph/wqtwN from PacerMonitor.com. About JLK Construction JLK Construction, LLC, moves dirt, excavates dirt and does basic concrete flatwork. It is a union shop. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-50034) on Feb. 13, 2023. In the petition signed by Jesse L. Kagarice, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Brian T. Fenimore oversees the case. Colin N. Gotham, Esq., at Evans and Mullinix, P.A., and Steven R. Fox, Esq., at The Fox Law Corp., Inc., represent the Debtor as legal counsel. Newtek Small Business Finance, LLC, as lender, is represented by Jonathan A. Margolies, Esq. JUDSON COLLEGE: Recovery for Unsecureds Still to Be Determined -------------------------------------------------------------- Judson College filed with the U.S. Bankruptcy Court for the Southern District of Alabama a Disclosure Statement for Chapter 11 Plan dated January 8, 2024. The Debtor was founded as a liberal arts college for women in 1838 by members of the Siloam Baptist Church in Marion, Alabama. The Debtor has been committed to providing quality undergraduate instruction, building leadership skills, strengthening faith, and preparing women for ever expanding roles in society. The Plan contemplates the liquidation and distribution in accordance with terms of the comprehensive, global settlement agreement negotiated and agreed to by the Debtor and its most significant creditors, including the Banks, the Indenture Trustee, the Consenting Bondholders, the Indemnity Claimants, and the Baptist Entities. The Comprehensive Mediation Settlement, as implemented by the Plan, will provide for the wind-down of the Debtor's operations and the disposition of substantially all of the Debtor's remaining property of the Estate in accordance with Chapter 11 of the Bankruptcy Code. The Plan provides for the distribution to holders of Allowed Claims not only of the proceeds of substantially all property of the Debtor's Estate, but also of the net proceeds of the Debtor's Restricted Funds that are not property of its Estate. Pursuant to the Comprehensive Mediation Settlement Agreement, the Debtor agreed to make the Restricted Funds available conditionally to pay certain Allowed Claims of creditors contingent upon confirmation of this Plan. As of the Petition Date, the total amount of the Debtor's Restricted Funds is approximately $7 million. Pursuant to the Plan, the Restricted Funds will be used first, to fund the Debtor's professional fees and to fund the wind-down of its current operations and its Chapter 11 Case. The next $400,000 shall be disbursed to the Foundation, a 501(c)(3) corporation formed under the laws of the State of Alabama. Finally, all Restricted Funds remaining thereafter, which the Debtor believes should exceed $6 million in total, shall be paid to the holders of Allowed Claims in Classes 2 and 3. The Debtor's Board of Trustees believes that the use of the Restricted Funds to help pay creditor claims in accordance with the terms, and subject to confirmation, of the Plan is a good and proper use of such funds consistent with the Christian and educational missions of the Debtor. To facilitate the liquidation of the Debtor's assets and the distribution of all monies to be distributed pursuant to the Plan (including the Restricted Funds to be paid to holders of Allowed Claims and the Baptist Entities Plan Contribution), the Plan provides for the creation of a Plan Trust. The Plan Trust will be administered by the Plan Trustee, subject to oversight by the Plan Trust Oversight Committee. As part of the Comprehensive Mediation Settlement Agreement that is the foundation of this Plan, in consideration for the contribution of the non-Estate assets including the Restricted Funds and the Baptist Entities Plan Contribution, the Plan provides for releases of claims and causes of action that the Debtor's creditors (including any and all holders of beneficial interests in the Bonds issued for the Debtor's benefit) have or may have against the Debtor, the Debtor's past and present trustees, officers, employees, and other representatives. Those releases are material to the Debtor's Plan, without which the Debtor's Comprehensive Mediation Settlement Agreement cannot be implemented nor the Plan confirmed. Creditors should review carefully these third-party release provisions, which are found in Article VIII of the Plan. The Debtor believes that the Plan will enable it to implement its settlement, to wind-down the present operations of the Debtor, and to accomplish the objectives of Chapter 11. Class 5 consists of all Allowed General Unsecured Claims. Class 5 consists of all Other Priority Claims. All Allowed Class 2 Claims, Allowed Class 3 Claims, and Allowed Class 5 Claims shall receive their respective Pro Rata share of the Net Cash Proceeds derived from the Other Assets that remain after payment of all Allowed Administrative Expenses, Allowed Professional Fees, Allowed Priority Tax Claims, and Allowed Non Priority Tax Claims. Holders of general unsecured claims in Class 5 are impaired and their projected recovery is still "to be determined", according to the Disclosure Statement. The Debtor shall fund Distributions under the Plan with: (a) Cash on hand; (b) the Restricted Funds, as made available to fund the Plan pursuant to the UPMIFA Order; (c) the Baptist Entities Plan Contribution; and (d) all other proceeds, if any, generated from the liquidation of the Plan Trust Assets. Notwithstanding anything in the Plan to the contrary, the Plan Trustee shall fully fund (i) the Professional Fees Reserve and (ii) any other reserves contemplated by the Plan or the Plan Trust Agreement prior to making any distributions of Plan Trust Assets under the terms of the Plan. A full-text copy of the Disclosure Statement dated January 8, 2024 is available at https://urlcurt.com/u?l=VuySVk from PacerMonitor.com at no charge. Proposed Counsel for the Debtor: BRADLEY ARANT BOULT CUMMINGS LLP Jay Bender, Esq. James Bailey, Esq. 1819 5th Avenue North Birmingham, AL 35203 SILVER VOIT GARRETT & WATKINS, ATTORNEYS AT LAW, P.C. Alexandra Garrett, Esq. 4317-A Midmost Drive Mobile, AL 36609 About Judson College Judson College was founded as a liberal arts college for women in 1838 by members of the Siloam Baptist Church in Marion, Alabama. The Debtor historically operated its college operations on an 80-acre campus located in the town of Marion in southwest Alabama. Since 1843, the Debtor has been one of those entities whose ministries are fostered by the Alabama Baptist State Convention, whose work is financially supported by the Convention, and whose ministries received the Convention's encouragement and nurture. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ala. Case No. 20004) on January 8, 2024, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Daphne R. Robinson, president, signed the petition. Judge Henry A. Callaway oversees the case. Alexandra K Garrett, Esq. of SILVER VOIT GARRETT & WATKINS, is the Debtor's legal counsel. KENAN ADVANTAGE: Moody's Rates New Secured 1st Lien Loans 'B2' -------------------------------------------------------------- Moody's Investors Service assigned B2 ratings to Kenan Advantage Group, Inc.'s proposed $1,525 million backed senior secured first lien term loan B and $200 million backed senior secured first lien revolving credit facility. A B2 rating was also assigned to co-borrower Kenan Canada GP's proposed backed senior secured first lien term loan B. The B2 corporate family rating and the B2-PD probability of default rating remain unchanged. The outlook is stable. Proceeds from the new term loan will be used to repay approximately $1,499 million in existing term loans and to cover fees and expenses. The new $200 million revolving credit facility will increase available liquidity from the current $150 million facility. A small portion of the new US dollar term loan is expected to be denominated in the equivalent amount in Canadian dollars. RATINGS RATIONALE The B2 CFR reflects Kenan's position as a leading transportation service provider of liquid bulk products across the US and Canada. This leading position, based on size, end market diversity, and geographic spread, competitively positions them well. However, the company remains exposed to the underlying demand for the products it hauls and has experienced softness in certain segments, mainly logistics and chemical transport. In contrast, demand in the fuel delivery and food segments remains stable. Moody's expects that over the next 12 months, revenue will grow in the low to mid-single digits due to improved contract pricing and volume mix, with a modest contribution from acquisitions. Therefore, debt-to-EBITDA (Moody's adjusted) is expected to be around 4.5 times over the next 12 months. The stable outlook reflects Moody's expectation that Kenan will generate positive free cash flow over the next 12 months based on the contracted nature of its businesses and solid expansion of its faster growing food delivery businesses. It also reflects Moody's expectation that the company will work to actively control costs in the face of a weak macro environment. Kenan's liquidity will be good with a pro forma cash balance of $126 million as of September 30, 2023. Additionally, full availability is expected under the new $200 million revolving credit facility. The company also maintains a $150 million receivables securitization program with $112.5 million utilized. Moody's expects free cash flow of at least $60 million over the next twelve months. Moody's expects liquidity to be sufficient to fund periodic spikes in working capital and tuck-in acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the company further diversifies its revenue base away from the volatility associated with fuel delivery, while sustaining operating margin above 6%. Debt-to-EBITDA of around 4.0x and good liquidity would also be required for a ratings upgrade. The ratings could be downgraded if margins deteriorate, liquidity weakens, including declining free cash flow, and/or debt-to-EBITDA is expected to be above 5.5x. Debt funded acquisitions or shareholder returns that increase debt and leverage could also result in a downgrade. The principal methodology used in these ratings was Surface Transportation and Logistics published in December 2021. Kenan is a provider of liquid bulk transportation and logistics services to the fuels, chemicals, liquid food and merchant gas markets. Kenan offers transportation services throughout the U.S. and Canada employing a dedicated contract carriage model. Kenan is owned by OMERS Private Equity, a manager of the private equity investments of the Canadian pension fund, Ontario Municipal Employees Retirement System (OMERS). Revenue was approximately $2.4 billion for the last twelve months ended September 30, 2023. KENAN ADVANTAGE: S&P Rates New $1.725BB First-Lien Facilities 'B' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Kenan Advantage Group Inc.'s proposed $1.725 billion first-lien facilities, consisting of a $200 million revolving credit facility and $1.525 billion term loan, both due in February 2029. S&P's '3' recovery rating reflects its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. Kenan intends to use the proceeds of the proposed term loan to repay its existing term loan due March 2026 (approximately $1.5 billion), fund cash to the balance sheet, and pay fees and expenses related to the transactions. The proposed $200 million revolving credit facility will replace the existing $150 million revolving credit facility due March 2026. The transaction is leverage neutral, and S&P forecasts S&P Global Ratings-adjusted leverage will remain in the mid-4x area in 2024, similar to our prior expectations. S&P said, "Our issuer credit rating on Kenan is unchanged at 'B', and the outlook remains stable. The rating reflects our view of Kenan's dedicated freight carriage service of transporting nondiscretionary liquid bulk items (such as fuel and food products) as somewhat more insulated from the effects of potentially weakening macroeconomic conditions than other more cyclical industries. We also factor in the moderately high leverage through its private-equity ownership." ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default assumes a default based on reduced delivery volumes from major end markets, causing pricing pressures that impair Kenan's revenue, margins, and cash flow. -- S&P values the company using an earnings-multiple approach, with a 5x multiple, in line with what it uses for peers. Simulated default assumptions -- Simulated year of default: 2027 -- EBITDA at emergence: $200 million -- EBITDA multiple: 5x -- Valuation split (obligors/nonobligors): 77%/23% Simplified waterfall -- Net enterprise value (after 5% administrative costs): $948 million -- Total collateral value available to first-lien debt: $871 million -- First-lien debt claims: $1.62 billion --Recovery expectation: 50%-70% (rounded estimate: 50%) All debt amounts include six months of prepetition interest. S&P assumes an 85% draw on the cash flow revolver in the default year. KIDDE-FENWAL: Saccullo & Kelley Update List of Government Claimants ------------------------------------------------------------------- The Ad Hoc Group of Governmental Claimants in the chapter 11 case of Kidde-Fenwal, Inc., filed an eight amended verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The Committee members hold unsecured claims against the Debtor's estate related to the Debtor's design, manufacture, distribution, and sale of aqueous film-forming foam. The members of the Ad Hoc Group of Governmental Claimants are: 1. The State of Maryland 2. The Commonwealth of Massachusetts 3. The State of New Mexico 4. The State of New Hampshire 5. The State of New Jersey 6. The State of North Carolina 7. Commonwealth of the Northern Mariana Islands 8. The State of Oregon 9. The State of Rhode Island 10. The State of Tennessee 11. The State of Texas 12. Suffolk County Water Authority 13. State of Washington 14. State of Wisconsin 15. Commonwealth of Virginia 16. Commonwealth of Pennsylvania 17. State of Delaware 18. The State of New York 19. The State of Maine 20. State of Vermont 21. State of Hawaii 22. Commonwealth Utilities Corporation 23. Guam Waterworks Authority 24. The State of Connecticut 25. District of Columbia 26. Government of Guam 27. The Commonwealth of Puerto Rico The Puerto Rico Aqueducts and Sewer Authority The Puerto Rico Ports Authority The Puerto Rico Electric and Power Authority 28. State of South Carolina Counsel to the Ad Hoc Committee of Governmental Claimants Anthony M. Saccullo, Esq. Mark T. Hurford, Esq. Mary E. Augustine, Esq. A. M. SACCULLO LEGAL, LLC 27 Crimson King Drive Bear, DE 19701 Tel: (302) 836-8877 Fax: (302) 836-8787 E-mail: ams@saccullolegal.com mark@saccullolegal.com meg@saccullolegal.com - and - James S. Carr, Esq. KELLEY DRYE & WARREN LLP 3 World Trade Center 175 Greenwich Street New York, NY 10007 Tel: 212-808-7800 Fax: 212-808-7897 E-mail: Jcarr@kelleydrye.com - and - Sean T. Wilson, Esq. KELLEY DRYE & WARREN LLP 515 Post Oak Blvd, Suite 900 Houston, TX 77027 Telephone: (212) 808-7612 Facsimile: (713) 355-5001 E-mail: Swilson@kelleydrye.com About Kidde-Fenwal Kidde-Fenwal Inc. -- https://www.kidde-fenwal.com/ -- manufactures fire protection systems. It offers products such as fire control systems, explosion aircraft protection, laser-based smoke detection devices, electronic gas ignitions, and fire suppressions. Kidde-Fenwal markets its products to mining, manufacturing, education, and commercial sectors. Kidde-Fenwal sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10638) on May 14, 2023. In the petition filed by its chief transformation officer, James Mesterharm, the Debtor reported assets between $100 million and $500 million and estimated liabilities between $1 billion and $10 billion. The Debtor tapped Sullivan & Cromwell, LLP and Morris Nichols Arsht & Tunnell, LLP as legal counsels; and Guggenheim Securities, LLC as investment banker. Stretto, Inc. is the claims and noticing agent and administrative advisor. LAFLEUR WAY: Lisa Holder Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Region 17 appointed Lisa Holder, Esq., a practicing attorney in Bakersfield, Calif., as Subchapter V trustee for Lafleur Way, LLC. Ms. Holder will be paid an hourly fee of $300 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Holder declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Lisa Holder, Esq. 3710 Earnhardt Drive Bakersfield, CA 93306 Phone: (661) 205-2385 Email: lholder@lnhpc.com About Lafleur Way Lafleur Way, LLC is a limited liability company in California. LaFleur Way sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-24610) on December 23, 2023. In the petition signed by Carl Dexter, as manager, the Debtor reported $500,000 to $1 million in both assets and liabilities. The petition states funds will not be available to unsecured creditors. Judge Ronald H. Sargis oversees the case. The Debtor is represented by Peter G. Macaluso, Esq. LATIGO PLAZA: Michael Colvard Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 7 appointed Michael Colvard as Subchapter V trustee for Latigo Plaza, Inc. Mr. Colvard will charge $400 per hour for his services as Subchapter V trustee and will seek reimbursement for work-related expenses incurred. Mr. Colvard 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 Colvard Weston Centre 112 East Pecan St., Ste. 1616 San Antonio, TX 78205 Email: mcolvard@mdtlaw.com Telephone: (210) 220-1334 About Latigo Plaza Latigo Plaza, Inc. d/b/a The Latigo Group is primarily engaged in renting and leasing real estate properties. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 24-50002) on January 1, 2024, with $1 million to $10 million in assets and liabilities. David B. Brigham, president, signed the petition. William B. Kingman, Esq., of the Law Offices of William B. Kingman represents the Debtor as bankruptcy counsel. LILIUM N.V.: Taps Qell Capital as Management Advisor ---------------------------------------------------- Lilium N.V. disclosed in a Form 6-K filed with the Securiteis and Exchange Commission that beginning in December 2023, the Company engaged Qell Capital Management L.P. for the provision of certain strategic and management advisory services, subject to customary terms and conditions for consulting services of this nature. The Company's director, Barry Engle, is a managing partner of Qell. The consulting engagement will continue for a period of six months and will continue month-to-month thereafter, subject to earlier termination by either party with ten days' advance written notice. Qell will be entitled to receive monthly consulting fees customary for an engagement of this nature, and Lilium's board of directors, in its sole discretion, may elect to pay a bonus to Qell if satisfied with its performance, payable in cash or, at the mutual agreement of Qell and Lilium, in Lilium's Class A ordinary shares. About Lilium Lilium (NASDAQ: LILM) -- www.lilium.com -- is creating a sustainable and accessible mode of high-speed, regional transportation for people and goods. Using the Lilium Jet, an all-electric vertical take-off and landing jet, designed to offer leading capacity, low noise, and high performance with zero operating emissions, Lilium is accelerating the decarbonization of air travel. Working with aerospace, technology, and infrastructure leaders, and with announced sales and indications of interest in Europe, the United States, China, Brazil, UK, and the Kingdom of Saudi Arabia, Lilium's 800+ strong team includes approximately 450 aerospace engineers and a leadership team responsible for delivering some of the most successful aircraft in aviation history. Founded in 2015, Lilium's headquarters and manufacturing facilities are in Munich, Germany, with teams based across Europe and the U.S. Munich, Germany-based PricewaterhouseCoopers GmbH Wirtschaftsprufungsgesellschaft, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 28, 2023, citing that the Company has incurred recurring losses from operations since its inception and expects to continue to generate operating losses that raise substantial doubt about its ability to continue as a going concern. LIVINGSTON TOWNSHIP: Court OKs Cash Collateral Access Thru Feb 6 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Mississippi authorized Livingston Township Fund One, LLC to use cash collateral on an interim basis in accordance with the budget, through February 6, 2024. The Debtor is permitted to pay all necessary maintenance, including janitorial, landscaping, properly management, repairs maintenance, utilities and necessary insurance expenses as set out in the budget. As adequate protection, Bank of Montgomery will be granted a replacement security interest in all rentals collected by Livingston under the order. Livingston is to "carve out" $861 per month for professional fees and expenses of the Subchapter V. Trustee. A final hearing on the matter is set for February 6 at 1:30 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=jvY92W from PacerMonitor.com. The Debtor projects $17,932 in total expenses for January 2024. About Livingston Township Fund One, LLC Livingston Township Fund One, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-02573) on November 6, 2023. In the petition signed by Michael Bollenbacher, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Jamie A. Wilson oversees the case. Eileen N. Shaffer, Esq. represents the Debtor as legal counsel. MALLINCKRODT INT'L: Calamos CCD Marks $271,000 Loan at 24% Off -------------------------------------------------------------- Calamos Dynamic Convertible and Income Fund (Ticker: CCD) has marked its $271,171 loan extended to Mallinckrodt International Finance, SA to market at $206,618 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. CCD 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. CCD is a total-return-oriented fund that seeks to provide steady income paid out monthly. It invests in a diversified portfolio of convertible and high-yield securities. The allocation to each asset class is dynamic and reflects its view of the economic landscape as well as the potential of individual securities. By combining asset classes, it believes the Fund is well positioned to generate capital gains and income over the long term. The dynamic allocation of security types also provides CCD with opportunities to manage the risk/reward characteristics of the portfolio over full market cycles. About Mallinckrodt plc Mallinckrodt plc -- https://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. Mallinckrodt plc and certain of its affiliates first sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) on Oct. 12, 2020, 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 the reorganization process, emerged from Chapter 11, and completed an Irish Examinership proceedings. In a regulatory filing in early June 2023, Mallinckrodt said 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 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. MALLINCKRODT INT'L: Calamos CHW Marks $292,000 Loan at 24% Off -------------------------------------------------------------- Calamos Global Dynamic Income Fund (Ticker: CHW) has marked its $292,031 loan extended to Mallinckrodt International Finance, SA to market at $222,511 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. CHW 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. CHW is a global enhanced fixed-income offering that seeks to provide an attractive monthly distribution with a secondary objective of capital appreciation. It believes the Fund offers a diversified way to participate in the long-term potential of global markets. About Mallinckrodt plc Mallinckrodt plc -- https://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. Mallinckrodt plc and certain of its affiliates first sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) on Oct. 12, 2020, 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 the reorganization process, emerged from Chapter 11, and completed an Irish Examinership proceedings. In a regulatory filing in early June 2023, Mallinckrodt said 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 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. MALLINCKRODT INT'L: Calamos CPZ Marks $249,000 Loan at 24% Off -------------------------------------------------------------- Calamos Long/Short Equity & Dynamic Income Trust (Ticker: CPZ) has marked its $249,936 loan extended to Mallinckrodt International Finance, SA to market at $190,438 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. CPZ 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. CPZ is a closed-end fund that seeks to provide current income and risk-managed capital appreciation. The Fund provides hedged market exposure through Calamos' time-tested global long/short equity strategy. In addition to seeking to provide an attractive monthly distribution, the Fund's multi-asset income strategy is structured to be potentially less vulnerable to volatile financial markets by actively managing risk with dynamic asset allocation. About Mallinckrodt plc Mallinckrodt plc -- https://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. Mallinckrodt plc and certain of its affiliates first sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) on Oct. 12, 2020, 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 the reorganization process, emerged from Chapter 11, and completed an Irish Examinership proceedings. In a regulatory filing in early June 2023, Mallinckrodt said 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 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. MYRIE'S PETS: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- Myrie's Pets LLC asks the U.S. Bankruptcy Court for the Northern District of Georgia, Gainesville Division, for authority to use cash collateral and for turnover or release of cash collateral funds held by Navy Federal Credit Union. The Debtor entered into agreements with multiple merchant cash advance lenders in 2023 but was unable to service the inflated payments to such lenders due to fluctuations in revenues and several commissioned employees' resignations. The almost daily withdrawals by the MCAs caused disruptions in the Debtor's cash flow, postponing payments on other obligations and interfering with the Debtor's ability to operate and generate revenue. Negotiations with the MCAs ultimately failed, and the MCAs initiated lawsuits against the Debtor. Renasant Bank asserts a first position lien on the Debtor's cash collateral by virtue of UCC-1 Financing Statement 067-2016-002711, as continued by UCC-1 Financing Statement 067-2021-000620. The balance of the debt outstanding to Renasant Bank is approximately $58,000. The United States Small Business Administration asserts a second position lien on the Debtor's cash collateral by virtue of UCC-1 Financing Statement 038-2020-029339, with an outstanding balance of $344,300. Multiple MCAs assert liens on the Debtor's cash collateral. Because some of the MCAs file UCC-1 financing statements through a servicer, such as CHTD Company and First Corporate Solutions, Inc., it is impossible at this stage to determine which MCA filed which UCC-1 in order to determine the priority of the alleged claims. The following lenders may assert an interest in the Debtor's cash collateral: Amsterdam Capital Solutions, LLC, App Funding Beta, LLC, Funding Metrics, LLC, and PayPal. Several of the Lenders obtained judgments against the Debtor and have garnished or are attempting to garnish the Debtor's accounts. The Debtor cannot access these funds and they are necessary for the Debtor to make payroll, to pay other necessary expenses, and to pay Southeast Pet, a critical vendor upon whom the Debtor relies to drive revenue. Accordingly, the Debtor needs the release of the NFCU Funds immediately. To the extent that any interest that the Lenders may have in the cash collateral is diminished, the Debtor proposes to grant the Lenders a replacement lien in post-petition collateral of the same kind, extent, and priority as the liens existing pre-petition, except that the Adequate Protection Lien will not extend to the proceeds of any avoidance actions received by the Debtor or the estate pursuant to chapter 5 of the Bankruptcy Code. A copy of the motion is available at https://urlcurt.com/u?l=FGk6g7 from PacerMonitor.com. About Myrie's Pets LLC Myrie's Pets LLC operates a pet supply store and grooming salon in Buford, Georgia under the name Earthwise Pet. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-20025-jrs) on January 9, 2024. In the petition signed by Maria Myrie, sole member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC, represents the Debtor as legal counsel. NEW WAVE PROPERTY: Deborah Caruso Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 10 appointed Deborah Caruso, Esq., at Rubin & Levin as Subchapter V trustee for New Wave Property Service, LLC. Ms. Caruso will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Caruso declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Deborah J. Caruso, Esq. Rubin & Levin 135 N. Pennsylvania St., Suite 1400 Indianapolis, IN 46204 Phone: (317) 860-2928 Email: dcaruso@rubin-levin.net About New Wave Property Service New Wave Property Service, LLC is a family-owned-and-operated lawn care company offering lawn care, tree, and irrigation services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-05800) on December 29, 2023. In the petition signed by Jeremy Ryan, authorized representative, the Debtor disclosed $1,277,607 in assets and $3,781,668 in liabilities. Judge James M. Carr oversees the case. Jeffrey Hester, Esq., at Hester Baker Krebs, LLC, represents the Debtor as legal counsel. NIGHTHAWK BIOSCIENCES: Changes Name to Scorpius Holdings -------------------------------------------------------- NightHawk Biosciences, Inc., an integrated contract development and manufacturing organization (CDMO), is changing the name of the Company to Scorpius Holdings, Inc., to better reflect the Company's successful shift into a pure-play, large molecule biomanufacturing CDMO. The Company will continue to operate its CDMO within the Scorpius BioManufacturing subsidiary. In connection with the name change, the Company's ticker will change to SCPX as well. The name and symbol changes will not affect the Company's share structure or the rights of the Company's shareholders, and no further action will be required by existing shareholders. The Company has previously known as Heat Biologics, Inc. Effective May 3, 2022, Heat Biologics changed its name to NightHawk Biosciences. The Company also has bolstered its leadership team with the promotions of Brian O'Mara to VP of Process Sciences and Steve Lavezoli to VP of Commercial Operations, as well as the additions of Juan Lagos as Senior Director of Cell-Based Technologies and Ania Szymanska as Site Head of Quality. Jeff Wolf, CEO of Nighthawk, commented, "Our rebranding to Scorpius Holdings is a testament to our successful transition and the growth of our CDMO operations. The industry faces a critical shortage of clinical-scale biologic manufacturing capacity, driven by increasing demand for large molecule CDMO services. Our state-of-the-art facility in San Antonio, Texas ideally positions us to address this gap in CDMO manufacturing capacity and services. The response from major biotech companies and leading research institutions to our CDMO capabilities has been positive, as evidenced by the expansion of our sales pipeline." Mr. Wolf further noted, "To better service increasing demand for our specialized CDMO services, we have expanded our team with key hires to support our growing client base. Each of these team members brings extensive industry experience and will help ensure that we continue to provide our clients with exceptional service. Given the investments in both our facility and operations, we now have significant capacity to scale our operations, which we expect will generate high incremental margins and attractive returns for our shareholders in the years ahead." Senior Promotions and Appointments Brian O'Mara -- VP of Process Sciences. Mr. O'Mara joined Scorpius in June 2022 as the Senior Director, Manufacturing Science & Technology. He has more than 20 years of industrial biotechnology experience in downstream process development of early- and late-stage protein therapeutics from mammalian and microbial expression systems. He also has extensive experience in the development and scale-up of protein conjugates, including antibody-drug conjugates (ADCs), bi-specifics, and PEGylated molecules, as well as experience in technology transfer, CDMO management, process characterization, preparation and oversight of PPQ campaigns, and associated CMC regulatory filings. Brian earned a BS in Biology from Binghamton University and an MS in Chemistry from Lehigh University. Steve Lavezoli -- VP of Commercial Operations. Mr. Lavezoli joined Scorpius in December 2022 as the Regional VP of Business Development for the central region. He now oversees Scorpius' business development, proposals, and marketing strategy. He brings extensive experience in various roles throughout business development and marketing. He spent 12 years in the industrial gasses industry with Linde Gas, as well as W.L. Gore in their Startup Biopharmaceutical division working on a Commercial Business/Market Development role for Bulk Drug Substance Single-Use items. He also spent 3 years with Catalent Biologics, focused on Drug Substance Business Development in the US for early-stage clinical programs with clients to bring life-changing therapies to the market. Steve holds a BS in Chemical Engineering from Pennsylvania State University and an MBA in Marketing from Robert Morris University. Juan Lagos -- Senior Director of Cell-Based Technologies. Mr. Lagos brings more than 20 years of experience in cell culture and upstream process development from lab bench to cGMP manufacturing and leads Scorpius' cell-based technologies team, which is responsible for analytical and cell therapy processes. Before joining Scorpius, he was the Associate Director MS&T / LVV Suspension Process Development at Rocket Pharmaceuticals. His industry experience includes director-level and senior engineering roles at Allakos and Bristol Myers Squibb, as well as experience at biopharma service providers like WuXi Apptec and Patheon. He holds a dual B.S. in Computer Science and Chemical Engineering from Rutgers University, where he continues to pursue a Ph.D. in Biochemical Engineering. Ania Szymanska -- Site Head of Quality. Ms. Szymanska brings over 19 years of leadership and management experience in Quality Control, Quality Assurance, and Compliance at pharmaceutical and biotech companies. She joined Scorpius from Marker Therapeutics, Inc. where she was Vice President of Quality and built the Quality Management Systems. She played a critical role in the design, construction, and qualification of their state-of-the-art cell therapy GMP manufacturing facility and Quality Control laboratories. Prior to Marker, she served as Director of Quality Control for Bellicum Pharmaceuticals, Inc. where she developed its Quality Control department and was responsible for aseptic facility qualification. She also served as Quality Validation Specialists of Opexa Therapeutics, Inc. and in roles of increasing responsibility at Woodfield Pharmaceutical, LLC (formerly Pernix Manufacturing, LLC), most recently as Director of Microbiology. Ms. Szymanska earned an M.S. in Microbiology from the University of Warsaw. About NightHawk Biosciences Based in Durham, N.C., NightHawk Biosciences (NYSE American: NHWK; NHWK) -- https://www.nighthawkbio.com/ or https://www.scorpiusbiologics.com/ -- through its Scorpius BioManufacturing subsidiary, is an integrated contract development and manufacturing organization (CDMO) focused on rapidly advancing biologic and cell therapy programs to the clinic and beyond. Scorpius offers a broad array analytical testing, process development, and manufacturing services to pharmaceutical and biotech companies at its state-of-the art facilities in San Antonio, TX. With an experienced team and new, purpose-built U.S. facilities, Scorpius is dedicated to transparent collaboration and flexible, high-quality biologics biomanufacturing. As of December 31, 2022, the Company had $104.4 million in total assets and $32 million in total liabilities. As of September 30, 2023, the Company reported total assets of $69.9 million against total liabilities of $36.4 million. BDO USA, P.C., the Company's independent auditor, expressed substantial doubt about the Company's ability to continue as a going concern in an audit report for the year ended December 31, 2022. In the Report of Independent Registered Public Accounting Firm, BDO USA, P.C., said, "We have audited the accompanying consolidated balance sheets of Nighthawk Biosciences, Inc. as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for the years then ended, and the related notes. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. "The Company has suffered recurring losses from operations and not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern." the firm said. The Company has an accumulated deficit of $209.2 million as of December 31, 2022 and a net loss of approximately $43.9 million for the year ended December 31, 2022, and has not generated significant revenue or positive cash flows from operations. The Company expects to incur significant expenses and continued losses from operations for the foreseeable future. The Company expects its expenses to increase in connection with its ongoing activities, particularly as the Company ramps up operations in its in-house bioanalytic, process development and manufacturing facility in San Antonio, TX, expands its infectious disease/biological threat program, and continues to support the development of, and commencement of operations at, a new biodefense-focused large molecule and biologics biomanufacturing facility in Manhattan, Kansas. As of December 31, 2022, a lease has not been executed for this Kansas facility. In addition, any new business ventures that the Company may engage in are likely to require commitments of capital. Accordingly, the Company will in the future need to obtain substantial additional funding in connection with its planned operations. Adequate additional financing may not be available to the Company on acceptable terms, or at all. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce or eliminate its research and development programs, any future commercialization efforts or the manufacturing services it plans to provide. To meet its capital needs, the Company intends to continue to consider multiple alternatives, including, but not limited to, additional equity financings such as sales of its common stock under at-the-market offerings, debt financings, partnerships, grants, funding collaborations and other funding transactions, if any are available. As of December 31, 2022, the Company had approximately $39 million in cash and cash equivalents and short-term investments. The Company will need to generate significant revenues to achieve profitability, and it may never do so. Management has determined that there is substantial doubt about the Company's ability to continue as a going concern within the next 12 months. In its most recent financial report for the quarterly period ended September 30, 2023, the Company indicated that management has determined there is substantial doubt about the Company's ability to continue as a going concern within the next 12 months. The Company has an accumulated deficit of approximately $249.0 million as of September 30, 2023 and a net loss before income taxes from continuing operations of approximately $35.3 million for the nine months ended September 30, 2023, and has not generated significant revenue or positive cash flows from operations. The Company expects to incur significant expenses and continued losses from operations for the foreseeable future. The Company expects its expenses to increase in connection with its ongoing activities, particularly as the Company ramps up operations in its in-house bioanalytic, process development and manufacturing facility in San Antonio, TX, which is now its main focus. In addition, any new business ventures that the Company may engage in are likely to require commitments of capital. Accordingly, the Company will need to obtain substantial additional funding in connection with its planned operations. Adequate additional financing may not be available to the Company on acceptable terms, or at all. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce or eliminate its programs, any future commercialization efforts or the manufacturing services it plans to provide. To meet its capital needs, the Company intends to continue to consider multiple alternatives, including, but not limited to, additional equity financings such as sales of its common stock under at-the-market offerings, debt financings, partnerships, grants, funding collaborations and other funding transactions, if any are available. As of September 30, 2023, the Company had approximately $6.2 million in cash and cash equivalents and short-term investments, which it believes is sufficient to fund its operations into the first quarter of 2024. The Company will need to generate significant revenues to achieve profitability, and it may never do so. NOGIN INC: Seeks Approval of Disclosure Statement ------------------------------------------------- Nogin, Inc., et al. submitted a motion for entry of order approving proposed disclosure statement and form and manner of notice of disclosure statement hearing and granting related relief. A hearing is scheduled for Jan. 22, 2024 at 12:00 PM at US Bankruptcy Court, 824 Market St., 3rd Fl., Courtroom #7, Wilmington, Delaware. Objections are due by Jan. 16, 2024. Prior to the Petition Date, after a series of good faith, arm's-length negotiations, the Debtors, B. Riley Securities, Inc. ("B. Riley Securities"), in its capacity as agent and lender to a prepetition bridge loan provided to the Debtors, B. Riley Principal Investments, LLC, in its capacity as the plan sponsor (the "Plan Sponsor", and together with B. Riley Securities and their respective affiliates, "B. Riley"), and the holders of 90% of the 7% Convertible Senior Notes due 20263 (the "Senior Notes" and the ad hoc group of consenting holders of Senior Notes, the "Consenting Noteholders"; and the Consenting Noteholders collectively with the Debtors, B. Riley Securities and the Plan Sponsor, the "RSA Parties") entered into that certain Chapter 11 Restructuring Support Agreement, dated November 16, 2023 (the "RSA"), which provides the framework for the Debtors to (i) implement a series of restructuring transactions resulting in the sale (the "Sale") of (a) the equity interests in the "Reorganized Debtors" through the Plan (as defined herein) or (b) substantially all of the Debtors' assets pursuant to a separate sale order (the "Sale Order") or through the Plan (a transaction under (i)(a) or (i)(b), a "Sale Transaction"); (ii) utilize the Plan proposed by the Plan Sponsor as a form of "stalking horse bid"; and (iii) run a competitive Bankruptcy Court-approved marketing and auction process (the "Postpetition Marketing Process") to solicit higher and better offers than the Plan. To that end, on December 18, 2023, the Debtors filed a motion seeking approval of, among other things, the Debtors' proposed bidding procedures to govern the postpetition marketing process. On Dec. 18, 2023, and in furtherance of the restructuring transactions contemplated under the RSA, the Debtors also filed the initial forms of the proposed Joint Chapter 11 Plan of Reorganization and accompanying proposed Disclosure Statement. Without B. Riley's rescue financing package, the Debtors would have lacked the necessary liquidity to even seek chapter 11 relief, and certainly would not have been able to fund the current plan process that guarantees the Consenting Noteholders a $15.5 million recovery. Given the limited estate assets and the significant haircut that the Consenting Noteholders are willing to accept as a likely outcome under the Plan, a swift-moving Plan process that minimizes costs in transferring ownership of the Debtors or their Assets is in the best interest of all parties. By the Proposed Order, the Debtors seek approval of the following key dates related to the Disclosure Statement and Plan: * Voting Record Date will be on Jan. 16, 2024. * Disclosure Statement Hearing will be on Jan. 22, 2024 at 12:00 p.m. (Prevailing Eastern Time). * Solicitation Date will be no later than 3 business days after entry of the Proposed Order (expected to be January 25, 2024). * Deadline to file a Claim Objection or Request to Estimate Claim for Voting Purposes will be on Feb. 1, 2024. * Rule 3018 Motion Deadline will be on Feb. 8, 2024 2024 at 4:00 p.m. (Prevailing Eastern Time). * Plan Supplement Filing will be on Feb. 15, 2024. * Voting Deadline Rule 3018 Motion Objection Deadline Confirmation Objection Deadline will be on Feb. 22, 2024 at 4:00 p.m. (Prevailing Eastern Time). * Deadline to File (a) Reply to Plan Objection(s), (b) Brief in Support of Plan Confirmation, (c) Declarations in Support of Confirmation, and (d) Voting Certification will be on Feb. 27, 2024 at 12:00 p.m. (Prevailing Eastern Time). * Confirmation Hearing will be on Feb. 29, 2024 (subject to the Bankruptcy Court's calendar). Proposed Counsel to the Debtors: Daniel J. DeFranceschi, Esq. John H. Knight, Esq. Michael J. Merchant, Esq. David T. Queroli, Esq. Matthew P. Milana, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 E-mail: defranceschi@rlf.com knight@rlf.com merchant@rlf.com queroli@rlf.com milana@rlf.com About Nogin Inc. Nogin, Inc., provides enterprise-class ecommerce technology and services for consumer products through its Intelligent Commerce technology, a cloud-based ecommerce environment purpose-built for brands selling direct-to-consumer (D2C) and business-to-business (B2B). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11945) on December 5, 2023, with $47,263,000 in assets and $142,815,000 in liabilities. Vladimir Kasparov, chief restructuring officer, signed the petitions. The Debtor tapped Daniel J. DeFransceschi, Esq. of RICHARDS, LAYTON & FINGER, P.A. as legal counsel; and Donlin, Recano & Company, Inc. as claims & noticing agent. OVAL SQUARED: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized The Oval Squared Inc. to use cash collateral on a final basis, in accordance with the budget, with a 10% variance. A search in the Texas Secretary of State shows that allegedly secured positions in cash collateral are held by (1) Sunflower Bank fka Pioneer Bank; (2) U.S. Small Business Administration; (3) Unknown Creditor; (4) Unknown Creditor; and (6) Kalamata. As adequate protection, all creditors are granted replacement liens on all post-petition cash collateral and post-petition acquired property to the same extent, validity, and priority they possessed as of the Petition Date. The adequate protection liens in cash collateral are subject in all respects to the carve out in an amount equal to the sum of (i) all fees required to be paid Subchapter V Trustee, or the U.S. Trustee under Section 1930(a) of title 28 of the U.S. Code plus interest at the statutory rate; (ii) all reasonable fees, costs, and expenses incurred by a trustee under 11 U.S.C. Section 726(b) in an amount not exceeding $15,000; and (iii) to the extent allowed by the Court on an interim or final basis at any time, all unpaid fees, costs, and expenses of the professionals retained by the Debtor under 11 U.S.C. Section 327. A copy of the order is available at https://urlcurt.com/u?l=wuRviX from PacerMonitor.com. About The Oval Squared Inc The Oval Squared Inc. owns and operates a car wash business which involves providing cleaning and maintenance services for vehicles. This typically includes washing, waxing, and detailing the exterior of cars, as well as cleaning the interior. Some car washes may also offer additional services such as polishing, vacuuming, and odor removal. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-34620) on November 28, 2023. In the petition signed by Tristan Williams, director, the Debtor disclosed $1,624,704 in assets and $5,086,467 in debts. Judge Eduardo V. Rodriguez oversees the case. Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor as legal counsel. PAREXEL INT'L: Moody's Cuts Rating on First Lien Loans to B2 ------------------------------------------------------------ Moody's Investors Service affirmed Parexel International, Inc.'s B2 Corporate Family Rating and B2-PD Probability of Default Rating. Concurrently, Moody's downgraded the ratings on the company's existing senior secured first lien bank credit facility to B2 from B1. The outlook remains stable. The company intends to raise $550 million in incremental first lien term loan borrowings. Proceeds will be used to repay $550 million of second lien term debt (unrated). The downgrade of the senior secured first lien bank credit facilities reflects the addition of $550 million of incremental first lien debt, and the reduction of the loss absorption provided by second lien debt cushion to $350 million from $900 million. The rating for the senior secured first lien revolver and term loan matches the B2 corporate family rating, as these instruments represent the majority of liabilities in the capital structure. RATINGS RATIONALE Parexel's B2 Corporate Family Rating reflects the company's considerable size, geographic footprint, and established market positions as a pharmaceutical contract research organization (CRO). The ratings are also supported by the company's good liquidity, including sustained positive free cash flows. The ratings reflect Parexel's moderately high pro forma financial leverage with Moody's adjusted debt/EBITDA of 5.8x, for the twelve months period ended September 30, 2023. Ongoing deleveraging over the next 18 months will depend on Parexel sustaining strong earnings growth and its capital allocation under private equity ownership. Parexel's rating also encompasses the risks inherent in the pharmaceutical services industry, including project delays and cancellations. Moody's expects CROs to have good long-term growth prospects as the biopharmaceutical industry continues to increase outsourcing of R&D functions, which will benefit Parexel. Moody's expects Parexel to maintain very good liquidity over the next 12 - 18 months. The company cash balance was approximately $365 million at September 30, 2023. Moody's expects Parexel will generate over $60 million in free cash flow in 2024. These cash sources provide good coverage for the required 1% amortization (roughly $33.0 million) of its first-lien senior secured term loan. Parexel's liquidity is further supported by access to an undrawn $500 million revolver expiring in 2026. The revolver has a 8.3x springing maximum first lien net leverage financial covenant that is tested once borrowings exceed 40% ($200 million). Parexel's ESG credit impact score (CIS-4) indicates that the rating is lower than it would have been if ESG risk exposures did not exist. Social risk considerations relate to pharmaceutical drug pricing, which could have both positive and negative effects for Parexel. Furthermore, social risks are driven by human capital, reflecting risks from availability of highly skilled workforce. Governance risks (G-4) reflect the company's high financial leverage, as well as private equity ownership, which creates risk of aggressive financial policies. The senior secured first lien bank credit facilities will represent the majority of Parexel's funded debt structure. The senior secured bank credit facilities are rated identically to the corporate family rating of B2. The bank credit facilities are comprised of a $500 million senior secured first lien revolving credit facility due 2026 and pro forma $3.2 billion senior secured term loan due 2028. Additionally, there is a $350 million second lien term loan (unrated) due 2029. The credit facilities are secured by substantially all of the borrower's and guarantor's assets. The stable outlook reflects Moody's expectation that Parexel's debt/EBITDA will remain in the mid-5.0x range, while liquidity will remain strong, over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include Parexel sustaining earnings growth along with consistent strong new business awards. Additionally, for Moody's to consider an upgrade debt/EBITDA would need to be sustained below 5.5x, along with good liquidity supported by sustained positive free cash flow. Moody's could downgrade Parexel's ratings if the company's operating performance significantly weakens, or liquidity deteriorates. Ratings could also be downgraded if the company executes material debt-funded acquisitions or shareholder distributions, resulting in debt to EBITDA sustained above 7.0 times. Headquartered in Durham, North Carolina and Newton, Massachusetts, Parexel International, Inc., is a global biopharmaceutical services company providing clinical research and logistics, and consulting services for the pharmaceutical, biotechnology, and medical device industries. Reported revenue for the twelve months ended September 30, 2023 was approximately $4.3 billion. The company is privately held by EQT Partners and Goldman Sachs Asset Management. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. PARTS ID: Seeks Cash Collateral Access -------------------------------------- Parts iD Inc. and affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authority to use cash collateral to pay for the services of counsel to the ad hoc vendor group. The Vendor group holds unsecured claims in the aggregate amount of of approximately $13.1 million, comprising approximately 42% of the total vendor debt. The Debtors began experiencing distress in late 2022, and in early 2023 retained DLA Piper to begin negotiations to restructure its debt out of court. In an effort to restructure the Debtors' outstanding Vendor debt, in April 2023, the Debtors invited certain of their largest Vendors to serve on the Vendor Group. The Debtors also agreed to pay for legal representation of the Vendor Group, who hired Cole Schotz, to represent them in connection with the potential out of court restructuring of the Debtors' Vendor liabilities. As part of the Debtors' negotiations with the Vendor Group, the Debtors paid Cole Schotz in advance on account of the fees they were incurring representing the Vendor Group. After several months of negotiations, on October 6, 2023, the Debtors entered into the Vendor RSA to restructure the Company’s indebtedness with certain of its trade vendors. Despite the Debtors' efforts, it did not achieve the requisite support prior to November 6, 2023, but, Consenting Vendors holding more than 80% of the Total Claims Amount have acceded to, or indicated that they would have, acceded to the Vendor RSA. However, the operative milestones were not met, meaning that the Consenting Vendors could elect less favorable treatment or terminate their obligations under the terms of the Vendor RSA. Nevertheless, the Debtors continued to negotiate with the Vendor Group, with the Vendor RSA serving as the structure for the Plan. Since November 6, 2023, and since the Petition Date, the Vendor Group has continued to work with the Debtors and has provided ample support for confirmation of the Plan. After, but retroactive to the Petition Date, the Debtors and the Vendor Group reached an agreement, whereby the Debtors agreed to pay up to $75,000 to Cole Schotz, the Vendor Group’s counsel, until the confirmation of the Debtors’ plan as presently scheduled, as payment of the reasonable fees and expenses incurred, subject to Court approval of the Motion. A copy of the motion is available at https://urlcurt.com/u?l=Itlwgr from Kroll Restructuring Administration, LLC, the claims agent. About PARTS iD Inc. PARTS iD Inc. -- https://www.partsidinc.com/ -- headquartered in Cranbury, New Jersey, the company is a technology-driven, digital commerce company focused on creating custom infrastructure and unique user experiences within niche markets. The Company was founded in 2008 with a vision of creating a one-stop digital commerce destination for the automotive parts and accessories market. The Company has since become a market leader and proven brand-builder, fueled by its commitment to delivering an engaging shopping experience; comprehensive, accurate and varied product offerings; and continued digital commerce innovation. Parts ID went public via a merger with a blank-check firm in 2020. The company operates websites including CARiD.com, TRUCKiD.com and CAMPERiD.com. Parts ID Inc. and subsidiary PARTS iD, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-12098) on Dec. 26, 2023. In the petition filed by CEO Lev Peker, Parts ID Inc. disclosed $18.7 million in assets against $55.02 million in debt as of Sept. 30, 2023. The Debtors tapped DLA Piper, LLP (US) as bankruptcy counsel and Kroll Restructuring Administration, LLC as claims agent. PATTERN ENERGY: Moody's Alters Outlook on 'Ba3' CFR to Stable ------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Pattern Energy Operations LP ("Pattern Operations"), including its Ba3 corporate family rating, Ba3 senior unsecured rating and Ba3-PD Probability of Default Rating and changed its outlook to stable from positive. Pattern Operations' speculative grade liquidity rating (SGL) is unchanged at SGL-2. The affirmation and outlook change follow the announcement, on December 27, 2023, that parent company Pattern Energy Group LP (PEG LP) had executed financing arrangements totaling $11 billion to construct SunZia, the largest clean energy infrastructure project in the US. The project consists of two windfarms, with a total nameplate capacity of approximately 3.5 gigawatts, and around 550 miles of high voltage direct current transmission lines between central New Mexico and south-central Arizona. On December 19, 2023, certain direct and indirect subsidiaries of Pattern Operations, including intermediate holding companies Pattern US Finance Company LLC and Pattern Canada Finance Company ULC, also entered into a $250 million secured term loan maturing in August 2026. RATINGS RATIONALE "The change in outlook to stable from positive is prompted by the start of construction of the sizeable SunZia project which exposes Pattern Operations to the significant execution risk facing the group's development business, in the absence of material ring-fencing provisions between the two," said Nati Martel, VP-Senior analyst. "Although Pattern Operations is well positioned at its current Ba3 rating, the successful completion of SunZia in a more challenging renewable energy development market will require a continuation of the organization's prudent financing policies and track-record of developing most projects on time and budget, as well as the continued support of PEG LP's owners", added Martel. Upward momentum for the company's rating will be tempered by both the two year construction period and the sizeable investments and debt associated with the SunZia project, which PEG LP is pursuing independently during construction, without partners. As a point of reference, the $11 billion scale of the SunZia project compares to Pattern Operations' $6 billion of net PP&E at the end of September 2023, with the SunZia project being significantly larger than Pattern Operations' existing assets combined. Moreover, decisions pending around the project's final ownership, capital structure and offtakers adds some uncertainty to Pattern Operations' future business risk profile. The affirmation of the current ratings considers management's (i) plans to drop down the SunZia project to Pattern Operations only after its completion, currently scheduled for 2026 and (ii) construction risk mitigating initiatives. These include project's contingencies and the involvement of several stakeholders in the project's development, including two different turbine suppliers and two different construction companies in order to reduce the reliance on a single party. However, renewable energy developments continue to face challenges, including supply chain issues, which could adversely affect the SunZia project given its very early construction stage. Should the SunZia project face delays or costs overruns, the reliance of PEG LC on incremental debt at Pattern Operations could be higher than currently anticipated by management. This view considers (i) the significant headroom that currently exists under Pattern Operations' financial covenants, (ii) the lack of strong ring-fencing provisions in the Pattern organization and (iii) the group's track-record of relying on the financing arrangements of Pattern Operations' intermediate holding-company subsidiaries to support broader liquidity needs. The arrangements currently in place include the new $250 million term loan, a $375 million secured bank revolving credit facility and five separate letter of credit facilities with a commitment that aggregated $575 million at the end of September 2023. Pending decisions around the final ownership of the SunZia project, the significant scale of its two windfarms and associated transmission asset will significantly increase asset concentration risk. The project also increases Pattern Operations' exposure to the wind regime in New Mexico, particularly because of the site's close location to its existing Western Spirit project's four windfarms. The Ba3 rating and stable outlook factor in the long-term contracted cash flow, creditworthy counterparties and satisfactory operational performance of the vast majority of Pattern Operations' assets. The company reported that the remaining contractual life of its existing assets averaged 12 years at the end of September 2023. They also capture Pattern Operations' currently good geographic diversification with projects across different regions of both the US and Canada, which helps to mitigate the exposure of its cash flow to the inherent volatility of wind resources. The stable outlook also considers management's prudent financial policies, including a track record of contributing new assets to Pattern Operations in 2022 and 2023 without incurring any incremental long-term debt, the absence of pressure to upstream dividends as evidenced by dividend distributions of only $40 million during the period extending from January 2022 through end of September 2023, and PEG LP's negligible outstanding debt. These financial policies, cash flow from new assets, scheduled project debt amortizations and a $61 million redemption of Pattern Operations 2028 notes in 2022 have underpinned its ability to generate consolidated credit metrics that are well positioned for the Ba3 rating. Specifically, its ratios of CFO pre-changes in working capital (CFO pre-W/C) to debt and debt to EBITDA ranged between 11% and 13.5% and 5.0x and 6.5x, respectively, in 2022 and 2023. Both ratios are calculated before and after proportional adjustments to reflect the ownership in the projects, excluding net payments under tax equity partnerships, and including PEG LP's outstanding debt. The stable outlook also assumes the successful completion of the SunZia project and a continuation of PEG LP's owners financial support, including its majority owner, Canada Pension Plan Investment Board (Aaa stable). The Ba3 rating of the senior unsecured notes factors in the guarantee provided by Pattern US Finance Company LLC, particularly given the expected material expansion of the US operations following the drop down of SunZia. This intermediate holding company holds all of Pattern Operations' indirect ownership in the US projects, that currently include interests in fifteen windfarms, the Western Interconnect transmission asset as well as the Phoenix solar project. Liquidity Pattern Operations' SGL-2 speculative grade liquidity rating reflects the company's good liquidity profile. At the end of September 2023, Pattern Operations reported a total cash balance of around $415 million, including around $150 million held by it with the projects holding the balance and distributions pending their respective financing arrangement dates and conditions. The $375 revolving credit facility of Pattern US Finance Company LLC and Pattern Canada Finance Company ULC (co-borrowers and co-guarantors) was almost fully available with outstanding LCs aggregating $44 million (sublimit $200 million) at September 30, 2023. The facility is scheduled to expire in August 2026. Borrowings are subject to material adverse change representation clauses, a credit and liquidity negative. The SGL-2 also considers that, during 2023, the intermediate holding subsidiaries entered into four new separate letter of credit facilities that increased the total commitment to $575 million from $200 million at year-end 2022. The LC balances outstanding under these facilities aggregated $268 million at the end of September 2023 such that around 53% of their capacity was available. Moody's assumes that management will renew most of these facilities ahead of their scheduled expiration during 2024. Pattern Operations' financial statements at the end of September 2023, disclosed that LCs aggregating $130 million were outstanding in connection with various contractual arrangements, including energy transactions, for projects currently under development by PEG LP. The company also disclosed that additional $67 million were posted in connection with power sales agreements entered into by both its operational assets and projects under development. The SGL-2 also anticipates that Pattern US Finance Company LLC and Pattern Canada Finance Company ULC will remain comfortably in compliance with the financial covenants embedded in their financial arrangements. These covenants require that the subsidiaries maintain a first lien leverage ratio (the ratio of borrower first lien debt to borrower cash flow) that does not exceed 3.50:1.00 and an interest coverage ratio (the ratio of borrower cash flow to borrower interest expense) that is not less than 1.75:1.00. However, in the absence of first lien debt in the capital structure only the interest coverage ratio covenant applies. The interest coverage ratio was 7.28x at the end of September 2023, which underscores the material existing headroom, a credit positive from a liquidity perspective. The next long-term debt maturity of Pattern Operations and its intermediate holding company subsidiaries consists of the new $250 million term loan that will become due in August 2026. The $639 million Pattern Operations' notes outstanding will become due in 2028. During 2024, the projects' scheduled long-term debt amortizations will aggregate around $115 million. The SGL-2 also reflects Pattern Operations' relatively modest capital requirements, including interest payments of around $30 million under the 2028 notes. It also acknowledges the in-kind contributions of the recent asset drop-downs, including the Canadian Lanfine windfarm during 2023, with no incremental long-term debt incurred at Pattern Operations. Moody's assumes that management will continue this credit supportive strategy to fund growth, including the SunZia project. Moody's anticipates that new projects will be contributed with their final capital structure already in place that will continue to include a combination of tax equity partnerships and/or back levered project debt. Pattern Operations currently own interests in 26 assets in the US and Canada. Moody's understand that two are unencumbered, including no tax equity partnerships. Fifteen assets have outstanding project debt, seven have entered into tax equity partnerships while two projects have entered into both types of financial arrangements. In most cases, the payments under the tax equity partnerships reduce the amount of cash that is distributable to Pattern Operations except under the Broadview, Grady, Gulf and Western Spirit pay-go tax equity arrangements. However, the SGL-2 acknowledges Pattern Operations' track record of selling equity in some its projects to support its liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an Upgrade An upgrade could be considered if there is significant progress made on the construction of SunZia by the end 2024, the project remains on time and budget, there are no material delays or costs overruns, and no additional financial obligations are incurred by Pattern Operations as a result of the project. An upgrade would be contingent on financial metrics that are appropriate for a Ba2 rating, including a consolidated ratio of debt to EBITDA below 7.5x and a ratio of CFO pre-W/C to debt above 9%, and Moody's expect them to be sustained at those levels. Both ratios are calculated on a run-rate basis considering the full-year financial performance of any new assets, before and after proportional adjustments to reflect the project's ownership, excluding net payments under the tax equity partnerships, and including PEG LP's outstanding debt. Factors that could lead to a Downgrade A downgrade is possible if the SunZia project experiences material delays or cost increases, additional financial obligations are place on Pattern Operation or other parts of the organization, or there is a deterioration on financial metrics. Specifically, downward pressure could occur if the consolidated ratio of debt to EBITDA exceeds 8.5x or the CFO pre-W/C to debt ratio falls below 5%, on a sustained basis. Both ratios are calculated on a run-rate basis considering the full-year financial performance of any new assets, before and after proportional adjustments to reflect the project's ownership, excluding net payments under the tax equity partnerships, and including PEG LP's outstanding debt. The Ba3 rating on the senior unsecured notes could be downgraded upon changes in the seniority or composition of the group's capital structure including, for example, if the issuance of additional incremental senior secured debt term loans adversely affect the recovery prospects of the senior unsecured notes. LIST OF AFFECTED RATINGS Issuer:Pattern Energy Operations LP Affirmations: Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Backed Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 Outlook Actions: Outlook, Changed to Stable from Positive The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in December 2023. Pattern Energy Operations LP ("Pattern Operations") is a growth-oriented renewable energy company that owns and operates a fleet of wind farms and transmission assets. Its portfolio of renewable assets currently consist of 25 assets with an installed capacity that aggregates around 5.5 GW, or nearly 3.5 GW on an ownership-adjusted basis. Pattern Energy Group LP (PEG LP) is the issuer's direct parent company and also owns Pattern Energy Group Holdings 2 LP (Pattern Development). This sister company has a large pipeline of new renewable projects in North America., including the 3.5 GW SunZia project. In 2023, PEG LP exited the Japanese market following the sale of the subsidiary Green Power Investment Corporation (GIP). In March 2020, the Canada Pension Plan Investment Board (CPPIB, Aaa stable) became the ultimate indirect controlling shareholder of Pattern Operations in a take-private transaction of the common stock of the issuer's former owner Pattern Energy Group Inc. (PEGI) in exchange for $2.6 billion in cash. CPPIB holds a majority interest while private equity funds sponsored by Riverstone Holdings Limited ("Riverstone") and management holds the remaining minority interests. PEAK TAHOE: Gets OK to Sell Stateline Property for $31MM -------------------------------------------------------- Peak Tahoe, LLC received approval from the U.S. Bankruptcy Court for the District of Nevada to sell its real property to New Peak Tahoe, LLC, a Delaware limited liability company. The buyer offered $31 million for the property, which is a 41-unit luxury residence located at 323 Tramway Drive, Stateline, Nev. Under the sale agreement, New Peak Tahoe will pay the company as follows: $20.2 million in new cash investment and $10.8 million in equity. The buyer also agreed to fund these carrying costs for Peak Tahoe, which payment will be credits against the purchase price: (i) Senior debt contract and default interest payments due to BSP of Finance, LLC of $170,367.77, to be paid monthly from Dec. 15, 2023 to May 24, 2024, with the total interest estimated at $1,022,206.62. (ii) The buyer will pay for the re-winterization of the building estimated at $86,000. (iii) The buyer will pay for the extension of Peak Tahoe's insurance coverage through at least the closing or termination of the sale agreement, with premiums estimated to be $340,000 and a monthly payment of $15,833 until close of escrow or termination of the sale agreement. (iv) The buyer will fund the water permit fees estimated at $9,333 per month until close of escrow or termination of the sale agreement. The sale must close on or before May 24, according to the agreement. Peak Tahoe will use the proceeds from the sale to, among other things, pay creditors including BSP whose secured claim will be paid in full. About Peak Tahoe Peak Tahoe LLC, a company in Stateline, Nev., filed its Chapter 11 petition (Bankr. D. Nev. Case No. 23-50483) on July 18, 2023, with $10 million to $50 million in both assets and liabilities. Judge Hilary L. Barnes oversees the case. Harris Law Practice, LLC serves as the Debtor's bankruptcy counsel. POLARIS OPERATING: McGinnis Represents BRS Mesa & Mesa Vista ------------------------------------------------------------ The law firm McGinnis Lochridge, LLP, filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of Polaris Operating, LLC and its affiliates, the firm represents: (1) BRS Mesa Vista Partners, LLC of 3510 N A Street, Midland, Texas 79705; and (2) Mesa Vista Operating, LLC of 1201 Rio Grande St., Suite 200, Austin, Texas 78701. BRS Mesa and Mesa Vista Vista have filed a proof of claim based upon a Special Warranty Deed with Vendor's Lien. The amount of their claim has not yet been liquidated. They are both the DIP Lender and a Stalking Horse Purchaser in the bankruptcy cases for proper consideration as set forth in the applicable sale pleadings. The law firm can be reached at: McGINNIS LOCHRIDGE LLP Christopher L. Halgren, Esq. Austin Brister, Esq. Elias M. Yazbeck, Esq. 609 Main St., Ste. 2800 Houston, Texas 77002 (713) 615-8500 (713) 615-8585 Fax Email: chalgren@mcginnislaw.com abrister@mcginnislaw.com eyazbeck@mcginnislaw.com About Polaris Operating Polaris Operating, LLC and affiliates are privately held independent oil and gas companies focused on acquiring, optimizing, and developing conventional oil and gas properties with redevelopment and new development opportunities. The Debtors' core area of operations is in the Texas Panhandle, specifically in Moore, Potter and Roberts counties, where they own and operate hundreds of shallow oil and gas wells with a significant amount infrastructure including gathering systems, power lines, disposal wells, workover rigs and water trucks. Polaris and affiliates filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 23-32810) on July 28, 2023. In the petition signed by its chief executive officer, Christopher Czuppon, Polaris reported $10 million to $50 million in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Okin Adams Bartlett Curry, LLP as legal counsel; SP Securities, LLC as investment banker; and Stout Risius Ross, LLC as restructuring advisor. Douglas J. Brickley of Stout Risius Ross serves as the Debtors' chief restructuring officer. Donlin, Recano & Company, Inc. is the notice, claims and balloting agent. PROFESSIONAL PROCESS: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Professional Process Piping LLC 12486 Prescott Street Spring Hill, FL 34609 Business Description: The Debtor is a contractor in Spring Hill, Florida. Chapter 11 Petition Date: January 10, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-00114 Judge: Hon. Roberta A. Colton Debtor's Counsel: Kathleen L. DiSanto, Esq. BUSH ROSS, P.A. PO Box 3913 Tampa, FL 33601-3913 Tel: 813-224-9255 Email: kdisanto@bushross.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jennifer A. Meissner as manager. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4QYMMKQ/Professional_Process_Piping_LLC__flmbke-24-00114__0001.0.pdf?mcid=tGE4TAMA RAI INC: Hires Wadsworth Garber Warner as Bankruptcy Counsel ------------------------------------------------------------ R.A.I., Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Wadsworth Garber Warner Conrardy, P.C. as bankruptcy counsel. The firm will provide these services: a. preparation on behalf of the Debtor all necessary reports, orders, and other legal papers required in this Chapter 11 proceeding; b. performance of all legal services for the Debtor as a debtor-in-possession which may become necessary herein; and c. representation of the Debtor in any litigation which the Debtor determines is in the best interest of the estate whether in state or federal court(s). The firm will be paid at these rates: David V. Wadsworth $475 to $500 per hour Aaron A. Garber $475 to $500 per hour David J. Warner $400 to $425 per hour Aaron J. Conrardy $400 to $425 per hour Lindsay Riley $325 per hour Justin A. Carpenter $225 per hour Paralegals $125 per hour The firm will be paid a retainer in the amount of $30,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Aaron A. Garber, Esq., a partner at Wadsworth Garber Warner Conrardy, 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: Aaron A. Garber, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C., 2580 West Main Street, Suite 200, Littleton, Colorado 80120 Littleton, CO 80120 Tel: (303) 296-1999 Fax: (303) 296-7600 Email: agarber@wgwc-law.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. RAI INC: Mark Dennis of SL Biggs Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 11 appointed Mark Dennis, a certified public accountant at SL Biggs, as Subchapter V trustee for RAI, Inc. Mr. Dennis will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Dennis declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark D. Dennis, CPA SL Biggs, A Division of SingerLewak, LLP 2000 S. Colorado Blvd., Tower 2, Ste. 200 Denver, CO 80222 Phone: 303-226-5471 Email: mdennis@slbiggs.com About RAI Inc. RAI, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-16014) on December 28, 2023, with $500,001 to $1 million in assets and liabilities. Judge Joseph G. Rosania Jr. oversees the case. Aaron A. Garber, Esq., represents the Debtor as legal counsel. ROCHESTER HOLDING: Todd Hennings Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 21 appointed Todd Hennings, Esq., at Macey, Wilensky & Hennings, LLP as Subchapter V trustee for The Rochester Holding Company of Georgia, LLC. Mr. Hennings will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Hennings declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Todd E. Hennings, Esq. Macey, Wilensky & Hennings, LLP 5500 Interstate North Parkway, Suite 435 Sandy Springs, GA 30328 Phone: (404) 584-1222 About The Rochester Holding The Rochester Holding Company of Georgia, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-50006) on January 1, 2024, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Richard K. Valldejuli, Jr., Esq., represents the Debtor as legal counsel. ROY BLACKWELL: Creditors to Get Proceeds From Liquidation --------------------------------------------------------- Roy Blackwell Enterprises, Inc., filed with the U.S. Bankruptcy Court for the Western District of Tennessee a Plan of Reorganization dated January 8, 2024. Debtor is a corporation organized under the laws of the State of Tennessee with its principal place of business at 250 Menefee Street, Tipton County, Covington, Tennessee 38019. Debtor provides precision laser alignments and maintenance and mechanical services throughout the petrochemical industry and has been in business continuously since 1998. The President and CEO is Larry Avist, Jr., who is the majority owner with 51.0 % ownership interest. Roy Blackwell owns 24.5 % and his son, Thomas Blackwell owned 24.5 % at the time of his death in August 2023. The officers are Larry Avist, Jr., President, and Roy Blackwell, Shareholder. In recent years, Debtor's primary customer was Valero Refinery and approximately 98% of Debtor's revenue came from the contract to provide precision laser alignment and maintenance and mechanical services to them at their Memphis gas refinery facility. In June 2023, Debtor lost the contract with Valero Refinery, and this led to the immediate layoff of all non-administrative personnel which was approximately 56 full time employees. Debtor ceased operations on or about June 21, 2023 and since that date have only been engaged in the administrative winding down and trying to collect a few remaining receivables of approximately $85,000.00. Debtor's primary asset is the commercial real estate located at 250 Menefee Street in Covington, Tennessee, 38109 and there is no mortgage on the property. Debtor will either auction or otherwise sell all office furniture, computers, equipment, machinery, tools, and vehicles in a manner to be approved by the Bankruptcy Court and designed to produce the maximum return for the benefit of the creditors. The Debtor has listed its commercial real estate with Wilkinson & Snowden, Inc. d/b/a Colliers International, Memphis and will sell this property subject to approval of the Bankruptcy Court. The ability to market and sell the premises at a non-liquidation price should be higher than a fire-sale price. The Plan is designed to pay all Creditors from the orderly liquidation of its assets and payment in accordance with the Bankruptcy Code priority scheme. Class 3 consists of Allowed General Unsecured Claims. The Allowed Claims of General, Unsecured Creditors will be paid any remaining proceeds after payments of Classes 1 and 2. Class 4 consists of Equity Interest of Debtor. The equity interest holders in this particular case, which is a corporation will be dissolved. The payments required to be distributed under the Plan shall be provided by the Debtor's liquidation of assets. A full-text copy of the Plan of Reorganization dated January 8, 2024 is available at https://urlcurt.com/u?l=hYVvLf from PacerMonitor.com at no charge. Attorneys for Debtor: Bo Luxman, Esq. LUXMAN LAW FIRM 44 N. 2nd Street, Suite 1004 Memphis, TN 38103 Tel: (901) 526-7770 Fax: (901) 526-7957 Email: Bo@luxmanlaw.com Steven N. Douglass, Esq. Harris Shelton Hanover Walsh, PLLC 40 S. Main Street, Suite 2210 Memphis, TN 38103-2555 Phone: (901) 525-1455 Email: snd@harrisshelton.com About Roy Blackwell Enterprises Roy Blackwell Enterprises, Inc., provides precision laser alignments and maintenance and mechanical services throughout the petrochemical industry and has been in business continuously since 1998. The Debtor filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 23-24865) on Oct. 2, 2023, with $1,120,661 in assets and $2,894,996 in liabilities. Larry Avist Jr., president, signed the petition. Judge Jennie D. Latta oversees the case. Bo Luxman, Esq., at Luxman Law Firm represents the Debtor as bankruptcy counsel. S.M.M. INVESTMENTS: Case Summary & Three Unsecured Creditors ------------------------------------------------------------ Debtor: S.M.M. Investments, Inc. 15909 Fellowship Street La Puente, CA 91744 Chapter 11 Petition Date: January 10, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-10147 Judge: Hon. Barry Russell Debtor's Counsel: Onyinye N Anyama, Esq. ANYAMA LAW FIRM, A PROFESSIONAL CORP 18000 Studebaker Road, Suite 325 Cerritos, CA 90703 Tel: 562-645-4500 Fax: 562-645-4494 E-mail: onyi@anyamalaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sergio Moreno as chief executive officer. 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/KONZQPY/SMM_Investments_Inc__cacbke-24-10147__0001.0.pdf?mcid=tGE4TAMA SCO ENTERPRISES: Amy Denton Mayer Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 21 appointed Amy Denton Mayer at Stichter Riedel Blain & Postler P.A. as Subchapter V trustee for SCO Enterprises, Inc. Ms. Mayer will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Mayer declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Amy Denton Mayer Stichter Riedel Blain & Postler P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Phone: (813)229-0144 Email: amayer@subvtrustee.com About SCO Enterprises SCO Enterprises, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00006) on January 2, 2024, with $500,001 to $1 million in assets and liabilities. Judge Caryl E. Delano oversees the case. Jonathan M. Bierfeld, Esq., at Martin Law Firm PL represents the Debtor as bankruptcy counsel. SHAMBHALA TREATMENT: Hires Margaret M. McClure as Counsel --------------------------------------------------------- Shambhala Treatment Center, LLC and its affiliate seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Margaret M. McClure as counsel. Margaret McClure, Esq., an attorney practicing in Houston, Texas, will handle Debtors' Chapter 11 case. The attorney will be paid at her hourly rate of $400 while paralegals will be paid at hourly rate of $150, plus reimbursement of expenses incurred. Ms. McClure received a retainer of $25,000 from the Debtor. Ms. McClure disclosed in a court filing that she is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Margaret M. McClure, Esq. 25420 Kuykendahl Road, Suite B300-1043 The Woodlands, Texas 77375 Telephone: (713) 659-1333 Facsimile: (713) 658-0334 Email: margaret@mmmcclurelaw.com About Shambhala Treatment Center, LLC Shambhala is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101 (51B)). Shambhala Treatment Center LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33463) on Sep. 5, 2023. The petition was signed by Chong Sophia Han as representative of the Debtor. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Eduardo V Rodriguez oversees the case. Charles Clinton Hunter, Esq. at Hayes Hunter, PC represents the Debtor as counsel. SKIN LOGIC: Trustee Hires Transworld Business Advisors as Broker ---------------------------------------------------------------- Stephen A. Metz, the Trustee of Skin Logic, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Transworld Business Advisors of Richmond VA as broker. The firm will assist in the sale of the Debtor's assets. The firm will be paid a commission of 10 percent of the Total Sales Price on the first $1,000,000, 8 percent on the second $1,000,000, 6 percent on the third $1,000,000, and 4 percent on the remaining amount of the purchase price, but no less than $100,000. Mark Irion, a partner at Transworld Business Advisors of Richmond VA, 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: Mark Irion Transworld Business Advisors of Richmond VA The Think Tank, 16A Bel Air S Pkwy Bel Air, MD 21015 Tel: (410) 803-3746 About Skin Logic Skin Logic, LLC provides medical aesthetics and skin enrichment medical services. The Company offers consultations and clinical treatments conducted by medical aestheticians, massage therapists, aesthetic nurse practitioners, plastic surgeons, and other licensed professionals. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-11352) on August 24, 2023. In the petition signed by Valeria Gunkova, managing member, the Debtor disclosed $2,475,296 in total assets and $19,101,671 in total liabilities. Maurice Verstandig, Esq., at The Belmont Firm, represents the Debtor as legal counsel. SOLARIS MARKETING: Wins Cash Collateral Access on Final Basis ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington authorized Solaris Marketing NW, LLC, d/b/a Solaris Attachments, to use cash collateral, on a final basis, in accordance with the budget, with a 15% variance. The Debtor requires the use of cash collateral to pay post-petition operating expenses. As adequate protection, the secured creditors with an interest in cash collateral, are granted replacement liens in the Debtor's post-petition cash, accounts receivable and inventory, and the proceeds of each of the foregoing, to the same extent and priority as any duly perfected and unavoidable liens in cash collateral held by secured creditors as of the petition date, to secure any decrease in value of each secured creditor's interest as of the petition date. The Debtor's authority to use cash collateral will terminate on the date when one or more of the following conditions has occurred or has been met: a. March 30, 2024; b. The Court enters an order converting the case under Chapter 7 of the Bankruptcy Code, or the Debtor has filed a motion or has not timely opposed a motion seeking such relief; c. The Court enters an order appointing or electing a trustee, examiner or any other similar entity with expanded powers. d. The Court enters an order dismissing this case, or the Debtor has filed a motion or has not timely opposed a motion seeking such relief; e. The Court enters any order that stays, modifies, or reverses the Final Order. f. Confirmation of the Debtor's plan, whichever is sooner. A copy of the order is available at https://urlcurt.com/u?l=VrZMZs from PacerMonitor.com. About Solaris Marketing NW, LLC Solaris Marketing NW, LLC d/b/a Solaris Attachments offers construction equipment attachments and parts, including machining and manufacturing services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-12368) on December 6, 2023. In the petition signed by Dariush Shafagh, owner, the Debtor disclosed $30,218 in assets and $1,301,989 in liabilities. Judge Timothy W. Dore oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, PC, represents the Debtor as legal counsel. STRATEGIC MATERIALS: Court Confirms Prepackaged Plan ---------------------------------------------------- Strategic Materials, Inc., et al., won approval of their Amended Joint Prepackaged Chapter 11 Plan of Reorganization. The Plan substantially restructures the Debtors’ balance sheet through, among other things, the conversion of approximately $256,000,000 of the Debtors' prepetition funded debt into equity in the Reorganized Debtors, resulting in a deleveraging of Debtors' consolidated balance sheet by more than 65% and also significantly reducing the Debtors' debt service obligations. The Plan further contemplates a new capital injection of approximately 40% of the of the total exit facility amount of $150,000,000 to satisfy certain claims -- including the payment in full of unsecured claims -- restructuring expenses, and operations on a go-forward basis Judge Christopher Lopez on Jan. 10, 2024, entered findings of fact, conclusions of law, and an order confirming the Plan of the Debtors. As of the Voting Deadline, 100% in number and 100% in dollar amount of the holders of claims and interests in each of the voting classes that timely voted, voted to accept the Plan. CFO Paul Garris explains that the Debtors filed Chapter 11 cases and the Plan with the overwhelming support of the First Lien Lender Group and other prepetition creditors consistent with the Restructuring Support Agreement ("RSA"). The Plan, if confirmed, will, among other things, right-size the Debtors' balance sheet by deleveraging its funded debt by approximately 65% and address liquidity challenges by effectuating a debt-to-equity restructuring transaction. In particular, the debt-to-equity restructuring transaction contemplated in the Plan will result in the Holders of Claims in Class 3 (First Lien Credit Facility Claims) holding 96.5% of the Reorganized SMI Topco Interests (subject to dilution by the MIP), Holders in Class 4 (1.5 Lien Credit Facility Claims) holding 2.5% of the Reorganized SMI Topco Interests (subject to dilution by the MIP), and Holders in Class 5 (Second Lien Credit Facility Claims) holding 1% of the Reorganized SMI Topco Interests (subject to dilution by the MIP). In addition, certain Holders of First Lien Credit Facility Claims will provide new money exit financing upon emergence in the amount of approximately 40% of the total exit facility amount of $150,000,000, which will provide the Reorganized Debtors with liquidity to fund certain restructuring expenses, certain claims, and ongoing operations, including paying off the Canadian Credit Agreement Obligations in full. The Plan also provides that Holders of Claims in Class 6 (General Unsecured Claims) and Class 7 (Trade Claims) are Unimpaired. The Plan will ultimately allow the Debtors to emerge from bankruptcy as a financially viable reorganized company (the "Reorganized Debtors") under different ownership, which is the result of the extensive, arm's-length, and good-faith negotiations between the Debtors and the Consenting Parties. Proposed attorneys for the Debtors: Joshua A. Feltman, Esq. Benjamin S. Arfa, Esq. Michael A. Chaia, Esq. Katherine Mateo, Esq. WACHTELL, LIPTON, ROSEN & KATZ 51 West 52nd Street New York, NY 10019 -and- Paul E. Heath, Esq. Matthew D. Struble, Esq. Trevor G. Spears, Esq. VINSON & ELKINS LLP 845 Texas Avenue, Suite 4700 Houston, TX 77002 -and- David S. Meyer, Esq. Jessica C. Peet, Esq. Steven Zundell, Esq. VINSON & ELKINS LLP 1114 Avenue of the Americas, 32nd Fl. New York, NY 10036 A copy of the Plan of Reorganization dated Dec. 29, 2023, is available at https://tinyurl.ph/GXdUq from PacerMonitor.com. About Strategic Materials With over a 125-year history, Strategic Materials, Inc. -- http://www.smi.com/-- is North America's most comprehensive glass recycler, with nearly 50 locations in the United States, Canada, and Mexico. The company continues to be focused on passionate advocacy, operational excellence, and collaborative partnership. SMI is a trusted partner to cleaner, more efficient glass production, providing customers and suppliers with economical and environmentally viable products and solutions for reuse of waste streams. Strategic Materials and 15 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90907) on Dec. 4, 2023. SMI estimated assets of $100 million to $500 million and debt of $500 million to $1 billion as of the bankruptcy filing. The Hon. Christopher M. Lopez is the case judge. Strategic Materials is being advised by Moelis & Company, LLC as investment banker, Alvarez & Marsal, as restructuring advisor, and Vinson & Elkins LLP and Wachtell, Lipton, Rosen & Katz as legal counsel. Kroll is the claims agent. STRATEGIES 360: Michael Deaver Appointed as New Committee Member ---------------------------------------------------------------- Gregory Garvin, Acting U.S. Trustee for Region 18, appointed Michael Deaver of Live Strategies Group to the official committee of unsecured creditors in the Chapter 11 case of Strategies 360, Inc. As of Jan. 9, the members of the committee are: 1. Eric Sorenson 2309 N. 62nd St. Seattle, WA 98103 Phone: 206-229-4995 Email: ericedsorenson@gmail.com 2. Jake Posey The Posey Law Firm, P.C. 408 W. 11th Street, Fifth Floor Austin, TX 78701 Phone: 512-646-0828 Email: jake@cposeylaw.com 3. Michael Deaver Live Strategies Group 124 South 400 East, Suite 310 Salt Lake City, UT 84111 Phone: 801-245-9329 Email: mike@livestrategiesgroup.com About Strategies 360 Strategies 360, Inc. is a full-service research, public affairs, and communications firm in Seattle, Wash. Strategies 360 filed Chapter 11 petition (Bankr. W.D. Wash. Case No. 23-12303) on Nov. 27, 2023, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Timothy W. Dore oversees the case. Thomas A. Buford, Esq., at Bush Kornfeld, LLP is the Debtor's legal counsel. Gregory Garvin, Acting U.S. Trustee for Region 18, appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by DBS Law. TEAM HEALTH: Calamos CCD Marks $678,000 Loan at 28% Discount ------------------------------------------------------------ Calamos Dynamic Convertible and Income Fund (Ticker: CCD) has marked its $678,661 loan extended to Team Health Holdings, Inc. to market at $490,519 or 72% 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. CCD is a participant in a bank loan to Team Health Holdings, Inc. The loan accrues interest at a rate of 10.633% (3 mo. SOFR + 5.25%) per annum. The loan matures on March 2, 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. CCD is a total-return-oriented fund that seeks to provide steady income paid out monthly. It invests in a diversified portfolio of convertible and high-yield securities. The allocation to each asset class is dynamic and reflects its view of the economic landscape as well as the potential of individual securities. By combining asset classes, it believes the Fund is well positioned to generate capital gains and income over the long term. The dynamic allocation of security types also provides CCD with opportunities to manage the risk/reward characteristics of the portfolio over full market cycles. Team Health Holdings, Inc. provides physician staffing and administrative services to hospitals and other healthcare providers in the U.S. TEAM HEALTH: Calamos CHW Marks $632,000 Loan at 28% Discount ------------------------------------------------------------ Calamos Global Dynamic Income Fund (Ticker: CHW) has marked its $632,408 loan extended to Team Health Holdings, Inc. to market at $457,089 or 72% 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. CHW is a participant in a bank loan to Team Health Holdings, Inc. The loan accrues interest at a rate of 10.633% (3 mo. SOFR + 5.25%) per annum. The loan matures on March 2, 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. CHW is a global enhanced fixed-income offering that seeks to provide an attractive monthly distribution with a secondary objective of capital appreciation. It believes the Fund offers a diversified way to participate in the long-term potential of global markets. Team Health Holdings, Inc. provides physician staffing and administrative services to hospitals and other healthcare providers in the U.S. TEAM HEALTH: Calamos CPZ Marks $811,000 Loan at 28% Discount ------------------------------------------------------------ Calamos Long/Short Equity & Dynamic Income Trust (Ticker: CPZ) has marked its $811,319 loan extended to Team Health Holdings, Inc. to market at $586,401 or 72% 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. CPZ is a participant in a bank loan to Team Health Holdings, Inc. The loan accrues interest at a rate of 10.633% (3 mo. SOFR + 5.25%) per annum. The loan matures on March 2, 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. CPZ is a closed-end fund that seeks to provide current income and risk-managed capital appreciation. The Fund provides hedged market exposure through Calamos' time-tested global long/short equity strategy. In addition to seeking to provide an attractive monthly distribution, the Fund's multi-asset income strategy is structured to be potentially less vulnerable to volatile financial markets by actively managing risk with dynamic asset allocation. Team Health Holdings, Inc. provides physician staffing and administrative services to hospitals and other healthcare providers in the U.S. TELESAT CANADA: Calamos CHW Marks $110,000 Loan at 31% Off ---------------------------------------------------------- Calamos Global Dynamic Income Fund (Ticker: CHW) has marked its $110,000 loan extended to Telesat Canada to market at $75,818 or 69% 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. CHW is a participant in a bank loan to Telesat Canada. The loan accrues interest at a rate of 8.434% (3 mon. SOFR+2.75%) per annum. The loan matures on December 7, 2026. 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. CHW is a global enhanced fixed-income offering that seeks to provide an attractive monthly distribution with a secondary objective of capital appreciation. It believes the Fund offers a diversified way to participate in the long-term potential of global markets. Telesat, formerly Telesat Canada, is a Canadian satellite communications company founded on May 2, 1969. The company is headquartered in Ottawa. * * * As reported by the Troubled Company Reporter on Nov. 21, 2023, S&P Global Ratings raised its issuer credit rating on Telesat Canada to 'CCC+' from 'SD' (selective default). S&P Global Ratings also affirmed its 'D' (default) issue-level ratings on the company's senior secured notes, unsecured notes, and senior secured term loan. S&P believes additional near-term, below-par repurchases of these obligations are possible per the company's disclosure. The negative outlook reflects S&P's view that the company's capital structure is unsustainable, given declining EBITDA, eroding liquidity from upfront LEO investments, and difficult market conditions. This could lead to a debt restructuring. Telesat Canada repurchased part of its senior secured term loan B at a below-par value, which S&P considers a distressed exchange. THERALINK TECH: Salberg & Company Raises Going Concern Doubt ------------------------------------------------------------ Theralink Technologies, 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, Salberg & Company, P.A. expressed that there is substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm, Salberg & Company, P.A. said, "We have audited the accompanying balance sheets of Theralink Technologies, Inc. as of September 30, 2023 and 2022, the related statements of operations, changes in stockholders' deficit and cash flows for each of the two years in the period ended September 30, 2023, and the related notes. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2023, in conformity with accounting principles generally accepted in the United States of America." Going Concern "The Company has a net loss of approximately $30.9 million and net cash used in operating activities of approximately $5.8 million, for the fiscal year ended September 30, 2023. Additionally, the Company had an accumulated deficit, stockholders' deficit and working capital of approximately $93.8 million, $38.1 million and $38.6 million, respectively, at September 30, 2023. These matters raise substantial doubt about the Company's ability to continue as a going concern." As reflected in the accompanying financial statements, the Company had net loss and net cash used in operations of $30,907,505 and $5,774,855 and, respectively, for the year ended September 30, 2023. Additionally, the Company had an accumulated deficit, stockholders' deficit and working capital deficit of $93,754,774, $38,115,561, and $38,572,166 on September 30, 2023. Management believes that these matters raise substantial doubt about the Company's ability to continue as a going concern for twelve months from the issuance date of this report. The Company cannot provide assurance that it will ultimately achieve profitable operations or become cash flow positive or raise additional debt or equity capital. Additionally, the current capital resources are not adequate to continue operating and maintaining the business strategy for a period of twelve months from the issuance date of this report. The Company will seek to raise capital through additional debt and equity financing to fund its operations in the future. Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, convertible notes and convertible debentures, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. A full-text copy of the report is available at http://tinyurl.com/624n28kn About Theralink Theralink Technologies is a precision medicine company with a nationally CLIA-certified and CAP-accredited laboratory in Golden, Colorado. As of September 30, 2023, the Company has $2.85 million in total assets and $40.9 million in total liabilities. TJC SPARTECH: S&P Alters Outlook to Negative, Affirms 'B-' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on TJC Spartech Acquisition Corp. (Spartech) to negative from stable and affirmed its 'B-' issuer credit rating. At the same time, S&P affirmed its 'B-' issue-level rating on the company's first-lien term loan. The '3' recovery rating is unchanged. The negative outlook reflects that S&P could lower its rating on Spartech if it fails to reduce its leverage and continues to generate negative free operating cash flow (FOCF) over the next 12 months. Elevated interest rates continue to hurt Spartech's demand and weaken its credit metrics. Rising interest rates, which have reduced consumers' purchasing power and curbed their discretionary spending, continued to weigh on the company's performance in 2023. Spartech's RV, signage, and pool/spa end markets were the most severely affected by declining consumer spending and S&P estimates that the declines in these segments outweighed the expansion in its aerospace and defense and automotive segments for 2023. S&P said, "Given our expectation the FED will keep rates elevated through at least the first half of 2024, we expect the company will continue to face similar--albeit slightly improved--dynamics that lead to volume declines and weaker pricing power, which it will partially offset with the benefits from its new product offerings and customer wins. Therefore, we forecast Spartech's revenue will decline by the low-single digit percent area in 2024. "The company's EBITDA margins have underperformed our expectations. Spartech's declining sales led to weaker fixed-cost absorption and a reduction in its profitability. The company's selling, general, and administrative (SG&A) expenses also increased as a percentage of its sales because its personnel travel expenses and recruiting fees have returned to historical levels. In addition, a slight shift in its sales mix toward its lower-margin businesses further hindered its profitability. These factors led to lower S&P Global Ratings-adjusted EBITDA margins than we previously anticipated. We forecast Spartech's fourth-quarter 2023 performance will be weaker than its results in the prior three quarters and reduce its full-year EBITDA margin to the low-10% area. "We forecast the company will improve its S&P Global Ratings-adjusted EBITDA margins in 2024 as its cost-cutting initiatives and automation projects offset the continued softness in its sales. Based on this, we forecast Spartech's S&P Global Ratings-adjusted EBITDA margins will be in the low 11% area in 2024. We believe this level of profitability will translate to S&P Global Ratings-adjusted debt to EBITDA of more than 9x in 2024." The company's leverage remains elevated due to its lower earnings and the incremental debt from its prior acquisitions. The combination of softening demand and elevated debt levels (from its acquisitions of Sherman in 2022 and Crawford in 2021) increased Spartech's last-12-month S&P Global Ratings-adjusted debt to EBITDA to more than 10.0x. While the Sherman acquisition modestly strengthened the company's operating leverage and expanded its ability to provide environmentally friendly services, improving resin prices have led to a declining demand for recycled materials because their value proposition has weakened. S&P said, "Spartech's liquidity remains adequate despite its higher leverage and lower profitability. We believe the company's cash on hand and availability under its revolving credit facility (RCF) support its liquidity position. That said, we believe the rise in Spartech's interest expense and recent margin erosion will cause it to generate negative S&P Global Ratings-adjusted funds from operations (FFO) in 2023. Even with cash inflows from its reduced working capital usage in 2023, we expect the company's FOCF will be negative for the year. In 2024, we believe Spartech's slightly higher level of capital expenditure (capex) for automation projects will more than outweigh the improvement in its margin and the continued partial unwinding of its working capital. Therefore, we believe the company will again generate negative FOCF in 2024. "Although we forecast a slight improvement in Spartech's absolute EBITDA figures in 2024, we believe the springing net leverage covenant on its RCF may limit its ability to draw on the facility. However, as of the third quarter of 2023, the RCF was undrawn and it could access 40% of the facility's availability without triggering the springing covenant. "The negative outlook reflects that we could lower our rating on Spartech if it fails to reduce its leverage and continue to generate negative FOCF over the next 12 months." S&P could lower its ratings on Spartech if: -- S&P views its capital structure as unsustainable, which could occur if its S&P Global Ratings-adjusted EBITDA is insufficient to cover its debt service; or -- Its liquidity weakens or the company increases its reliance on its RCF such that it triggers the leverage covenant, thus limiting the facility's availability. S&P said, "We could revise our outlook on Spartech to stable if it significantly improves its leverage and generates at least break-even S&P Global Ratings-adjusted FOCF. "Governance factors are a moderately negative consideration in our credit rating analysis of TJC Spartech Acquisition Corp., as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns." TRINSEO MATERIALS: Calamos CCD Marks $134,000 Loan at 20% Off ------------------------------------------------------------- Calamos Dynamic Convertible and Income Fund (Ticker: CCD) has marked its $134,313 loan extended to Trinseo Materials Operating SCA to market at $107,274 or 80% 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. CCD is a participant in a bank loan to Trinseo Materials Operating SCA. The loan accrues interest at a rate of 7.939% (1 mo. SOFR + 2.50%) per annum. The loan matures on May 3, 2028. 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. CCD is a total-return-oriented fund that seeks to provide steady income paid out monthly. It invests in a diversified portfolio of convertible and high-yield securities. The allocation to each asset class is dynamic and reflects its view of the economic landscape as well as the potential of individual securities. By combining asset classes, it believes the Fund is well positioned to generate capital gains and income over the long term. The dynamic allocation of security types also provides CCD with opportunities to manage the risk/reward characteristics of the portfolio over full market cycles. About Trinseo Headquartered in Wayne, Pennsylvania, Trinseo plc (NYSE: TSE) -- https://www.trinseo.com/ -- is a producer of engineered materials, latex, and styrene-based plastics serving a variety of industrial and consumer end-markets. * * * In May 2023, S&P Global Ratings lowered its issuer credit rating on Trinseo PLC to 'CCC+' from 'B-'. S&P said, "The downgrade reflects that Trinseo has not yet addressed the upcoming maturity of its $661.7 million TLB, which becomes current in September, and that we anticipate weak 2023 earnings." In October 2023, S&P assigned its 'B' issue-level rating and '1′ recovery rating to Trinseo NA Finance SPV LLC's $1.077 billion first-lien senior secured term loan, used to refinance the entirety of the Company's outstanding term loan due September 2024 and $385 million of its existing $500 million senior notes due September 2025. The term loan and the senior notes were co-issued by subsidiaries Trinseo Materials Operating S.C.A. and Trinseo Materials Finance Inc. Trinseo NA Finance SPV LLC is a debt-issuing subsidiary of Trinseo PLC. All ratings on Trinseo PLC, including the 'CCC+' issuer credit rating, were unchanged. TRINSEO MATERIALS: Calamos CHW Marks $114,400 Loan at 20% Off ------------------------------------------------------------- Calamos Global Dynamic Income Fund (Ticker: CHW) has marked its $114,415 loan extended to Trinseo Materials Operating SCA to market at $91,382 or 80% 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. CHW is a participant in a bank loan to Trinseo Materials Operating SCA. The loan accrues interest at a rate of 7.939% (1 mo. SOFR + 2.50%) per annum. The loan matures on May 3, 2028. 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. CHW is a global enhanced fixed-income offering that seeks to provide an attractive monthly distribution with a secondary objective of capital appreciation. It believes the Fund offers a diversified way to participate in the long-term potential of global markets. About Trinseo Headquartered in Wayne, Pennsylvania, Trinseo plc (NYSE: TSE) -- https://www.trinseo.com/ -- is a producer of engineered materials, latex, and styrene-based plastics serving a variety of industrial and consumer end-markets. * * * In May 2023, S&P Global Ratings lowered its issuer credit rating on Trinseo PLC to 'CCC+' from 'B-'. S&P said, "The downgrade reflects that Trinseo has not yet addressed the upcoming maturity of its $661.7 million TLB, which becomes current in September, and that we anticipate weak 2023 earnings." In October 2023, S&P assigned its 'B' issue-level rating and '1′ recovery rating to Trinseo NA Finance SPV LLC's $1.077 billion first-lien senior secured term loan, used to refinance the entirety of the Company's outstanding term loan due September 2024 and $385 million of its existing $500 million senior notes due September 2025. The term loan and the senior notes were co-issued by subsidiaries Trinseo Materials Operating S.C.A. and Trinseo Materials Finance Inc. Trinseo NA Finance SPV LLC is a debt-issuing subsidiary of Trinseo PLC. All ratings on Trinseo PLC, including the 'CCC+' issuer credit rating, were unchanged. UETEK: Hires Strom Lamorena Accountancy Corporation as Accountant ----------------------------------------------------------------- UETEK seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Strom Lamorena Accountancy Corporation as accountant. The firm's services include: a. keeping and maintaining of books and records. b. preparing federal and state tax returns to include amending previous years' tax returns, if necessary and desirable. SLAC will prepare Debtor's bankruptcy estate's ("Estate") tax returns for 2023, 2024, and future years as required. c. preparing monthly operating reports, Rule 2015.3 reports, and financial statements, projections and other documents for plan confirmation purposes. d. reconciling claims filed against the Estate and objecting to the same, if appropriate. The firm will be paid at these rates: Leland Strom $300 per hour Lillian Doan, senior staff accountant $125 per hour Administrative/clerical staff $50 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Leland Strom, a partner at Strom Lamorena Accountancy Corporation, 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: Leland Strom Strom Lamorena Accountancy Corporation 633 West 5th St. Suite 2600 Los Angeles, CA 90071 Tel: (213) 622-1676 Fax: (714) 444-2486 About Uetek Uetek is a wholesaler of grocery and related products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-14201) on September 14, 2023. In the petition signed by Hsiang Woodby, chief executive officer, secretary, chief financial officer, the Debtor disclosed $779,202 in assets and $1,976,556 in liabilities. Judge Wayne Johnson oversees the case. Sean A. O'Keefe, Esq., at O'Keefe & Associates Law Corporation, PC, represents the Debtor as legal counsel. VALLEY PORK: Gets Court Approval to Sell Assets by Auction ---------------------------------------------------------- Valley Pork, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Iowa to sell its assets by auction. The assets up for sale include eight parcels of real estate in Fayette County, Iowa; one parcel of real estate in Winneshiek County, Iowa; and the company's ownership of 100% member unit interest in Applewood Farms of Virginia, Illinois, LLC. The net proceeds from the sale will be used to reduce obligations to Valley Pork's primary secured creditors, according to the company's attorney, Robert Gainer, Esq., at Cutler Law Firm, P.C. Under the sale procedures, bids for Valley Pork's ownership interest in Applewood must be submitted by Feb. 1, at 9:00 a.m. CST, through email to Agri-Management Farm Services, LLC. Meanwhile, the bid deadline for the Fayette and Winneshiek properties expired on Dec. 22 last year. Farm Credit Services of America, FLCA & PCA and Waukon State Bank consented to the sale. The Winneshiek property is mortgaged and encumbered by Waukon State, which enjoys the right to reject any offers received for the property in its sole discretion. The rest is mortgaged and encumbered by Farm Credit. Agri-Management, doing business as Growthland, is the broker and auctioneer tapped by the company in connection with the sale. About Valley Pork Valley Pork, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Iowa Case No. 23-01125) on Aug. 30, 2023. In the petition signed by Casey Westphalen, managing director of Business Solution, Valley Pork disclosed $10 million to $50 million in both assets and liabilities. Judge Lee M. Jackwig oversees the case. Robert C. Gainer, Esq., at Cutler Law Firm, represents the Debtor as bankruptcy counsel. VERITAS FARMS: Issues $3M Convertible Promissory Note to Wit Trust ------------------------------------------------------------------ Veritas Farms, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it issued a secured convertible credit line promissory note in the principal amount for up to $3,000,000 to the Cornelis F. Wit Revocable Living Trust, a principal shareholder who holds securities of the Company that constitute a majority of the voting securities of the Company. The Secured Convertible Promissory Note issued on Dec. 31, 2023, is secured by the Company's assets and contains certain covenants and customary events of default, the occurrence of which could result in an acceleration of the December 2023 Secured Convertible Promissory Note. The December 2023 Secured Convertible Promissory Note is convertible as follows: aggregate loaned principal and accrued interest under the December 2023 Secured Convertible Promissory Note may, at the option of the holder, be converted in its entirety into shares of the Company's common stock at a conversion price of $0.02 per share. The Note will accrue interest on the aggregate amount loaned at a rate of 10% per annum. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the December 2023 Secured Convertible Promissory Note, is due and payable if not converted pursuant to the terms and conditions of the December 2023 Secured Convertible Promissory Note on the earlier of (i) Jan. 1, 2027, or (ii) following an event of default. Second Amendment to Convertible Promissory Note On Dec. 31, 2023, the Company and the Wit Trust entered into an Second Amendment to Secured Convertible Promissory Note originally signed Oct. 21, 2021, which was then amended and restated March 9, 2022, pursuant to which the Company and the Wit Trust amended the Secured Convertible Credit Line Promissory Note in order to extended the maturity date of the Secured Convertible Credit Line Promissory Note from Oct. 1, 2024 to Jan. 1, 2027. About Veritas Fort Lauderdale, Florida-based Veritas Farms, Inc. -- https://www.TheVeritasFarms.com -- is a vertically-integrated agribusiness focused on growing, producing, marketing, and distributing whole plant, full spectrum hemp oils and extracts containing naturally occurring phytocannabinoids. Veritas Farms owns and operates a 140 acre farm in Pueblo, Colorado, capable of producing over 200,000 proprietary full spectrum hemp plants which can potentially yield a minimum annual harvest of 250,000 to 300,000 pounds of outdoor-grown industrial hemp. Veritas Farms reported a net loss of $5.14 million for the year ended Dec. 31, 2022, compared to a net loss of $7.07 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $6.79 million in total assets, $7.40 million in total liabilities, and a total shareholders' deficit of $606,277. Hackensack, NJ-based Prager Metis CPAs LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has sustained substantial losses from operations since its inception. As of and for the year ended Dec. 31, 2022, the Company had an accumulated deficit of $39,474,622, and a net loss of $5,543,908. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern within a year from the date the financial statements are issued. Continuation as a going concern is dependent on the ability to raise additional capital and financing, though there is no assurance of success. WELLFUL INC: Moody's Cuts CFR to Caa1, Outlook Negative ------------------------------------------------------- Moody's Investors Service downgraded the ratings of Wellful Inc. including the Corporate Family Rating to Caa1 from B3, the Probability of Default Rating to Caa1-PD/LD from B3-PD, and the first lien senior secured facility rating to B3 from B2. The credit facility consists of a $75 million revolver expiring in April 2026 and a $558 million first lien term loan due in April 2027 (original principal balance of $587 million). At the same time, Moody's assigned a B3 rating to the $10 million incremental senior secured first lien term loan due April 2027 and a B3 rating to the $27 million incremental senior secured first lien term loan due April 2028. The outlook is negative. The rating actions follow the company's agreement at the end of December to convert the interest on its second lien term loan to pay-in-kind (PIK) at the company's option for six quarters through March 2025. Wellful elected to PIK the interest that was due at the end of December. Wellful also converted at par $27 million of its second lien term loan principal to a first lien term loan that will also PIK. Moody's views the introduction of the PIK feature and the PIK election as an economic loss that constitutes a distressed exchange and appended a "/LD" to the PDR to reflect the limited default in the capital structure. Wellful also issued a $10 million incremental first lien term loan that will PIK. Moody's will remove the /LD designation in approximately three business days. The ratings downgrades reflect Wellful's weak liquidity, operating performance deterioration that will result in negative free cash flow in 2023, and the potential for additional distressed exchange transactions. Earnings deterioration is driven by challenges in recruitment and maintenance of Nutrisystem's customer base that has grown increasingly more cost-conscious amid the inflationary pressures and high interest rate environment. Moody's believes that Wellful's pursuit of the PIK election reflects the company's weaker free cash flow. Moody's also views the willingness to engage in a modification of the debt terms while preserving equity signals heightened risk that the company may pursue additional distressed exchange transactions to reduce leverage and improve liquidity. Despite higher costs abating in 2024, Moody's expects the company's active subscribers and order volumes to remain pressured, creating uncertainty around the pace and degree of recovery of Wellful's earnings and credit metrics. As a result, Moody's projects debt-to-EBITDA leverage to increase to 7.1x in 2023 and remain elevated in a mid-to-high 6x range in 2024, about 1x turn higher than previous forecasts. Wellful plans to reinvest the cash saved from the PIK election into incremental marketing including activating former Jenny Craig customers. Moody's expects the incremental revenue along with cost savings to increase EBITDA in 2024. The debt exchange and switch to PIK will save the company approximately $27 million in cash interest over the six-quarter period that bolsters liquidity to fund the investments. However, weak economic conditions will continue to impact Wellful's consumer base and pressure demand for the company's products. Moody's expects weak liquidity over the next 12 months should the company not choose the PIK option, resulting in increased revolver reliance to fund required term loan amortization. When considering cash interest savings, Moody's expects cash generation to be positive. Wellful partially hedges its interest rate risk by utilizing an interest rate cap and a collar. Moody's forecasts interest expense to remain elevated over the next 12 months and anticipates that EBITDA-to-interest coverage will be sustained below 1.5x over this period. Governance considerations, including financial strategy & risk management, were key drivers of this rating action. The company faces high governance risk reflecting an aggressive financial policy with regards to conversion of cash interest to PIK and high leverage that elevates risk of an additional distressed exchange. As a result, Moody's changed the financial strategy and risk management score to 5 from 4, the governance issuer profile score to G-5 from G-4 and the credit impact score to CIS-5 from CIS-4. RATINGS RATIONALE Wellful's Caa1 CFR reflects the company's elevated leverage with debt-to-EBITDA leverage of 6.3x as of the LTM period ended September 30, 2023, negative free cash flow of $10 million for the 12 months ended September 2023, and elevated risk of a distressed exchange or other default. While Moody's forecasts debt-to-EBITDA leverage to peak at approximately 7x at the end of 2023 and moderate to a mid to high 6x range by the end of 2024, the timing and magnitude of an earnings recovery is uncertain. Moody's expects free cash flow to remain soft given the lower demand environment, ongoing investments in technology and marketing, and a high interest rate environment. Competition within health & wellness is very high and Wellful faces competition from many other consumer food options including meal delivery services that focus on nutrition & wellness. Revenues have historically been volatile including revenue declines from 2007 to 2013 during a post-recession period, from 2017 to 2019, and in 2023. Given the competitiveness of the category, marketing strategy is very important. The company is utilizing Adaptive Health's proprietary direct-to-consumer marketing platform to reduce its customer acquisition costs and acquire higher value customers. Customer acquisition is very important for Wellful to sustain its revenue base. The company's strategies to improve customer retention and length of stay has reduced the share of revenue from new customers over the last few years. Moody's expects that Wellful will grow revenue in the low-to-mid single digit range in 2024 driven by the incremental market investment. Margins will remain flat despite expectations of increased marketing spend driven by favorable product mix. Moody's believes that Wellful's growth outlook benefits from the favorable long-term fundamentals of the health and wellness and the vitamins, minerals, and supplements (VMS). Competition from many other meal delivery services and VMS providers remains high, necessitating consistent investment to maintain competitive product offerings and advertising to support customer acquisition. Liquidity is weak, reflecting Wellful's $10 million cash balance as of September 2023, expectations of modestly positive free cash flow over the next 12 months and about $30 million of availability under its $75 million revolver. Pro forma availability on the revolver is $40 million, assuming that the $10 million of incremental term loan proceeds received in January 2024 were subsequently used to reduce the balance on the revolving credit facility. Moody's believes these cash sources provide adequate coverage for the required annual term loan amortization of approximately $15 million and operational needs. There are no term loan financial maintenance covenants. The revolver contains a springing first lien net leverage covenant (6.05x in the fourth quarter and 5.8x in any other quarter) that is triggered when the revolver draws exceed 35% of the commitment amount or about $26.3 million. As of September 2023, the covenant was active, and covenant first lien net leverage was 4.18x. Moody's expects the company will remain in compliance with the covenant over the next 12 months. The maturity profile is good with the revolver expiring in April 2026, the first lien term loan maturing in April 2027 and the second lien term loan maturing in April 2028 (unrated). The maturities provide some flexibility to invest and execute strategic initiatives to restore revenue growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook considers the uncertainty around the timing of the recovery of the company's active subscribers, weak cash flow generation in 2023 that is expected to persist in 2024, and elevated financial leverage that is forecasted to remain above 6x over the next 12 months. Execution risk to meaningfully improve earnings and free cash flow when the PIK period ends is high given the competitive environment and cost-conscious consumers. Moody's believes these factors could further increase the risk of a distressed exchange. Wellful's ratings could be upgraded if the company's operating performance meaningfully improves through volume growth and stable to higher margins while balancing the need for ongoing marketing investments. The company would also need to sustain positive free cash flow and reduce reliance on the revolver. The company would also need to sustain EBITDA-to-total interest expense above 1.25x. Ratings could be downgraded due to lack of progress in improving operating performance and cash flow generation. The ratings may be downgraded further if Wellful's free cash flow remains weak or negative, liquidity deteriorates, the risk of a distressed exchange increases, or recovery values weakened. The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. Wellful Inc. (based in Fort Washington, Pennsylvania) is a provider of weight management products and services, such as nutritionally balanced weight loss programs, which are sold on-line and over the phone and multi-day kits and single items available at select online retailers. Customers typically purchase monthly food packages which consist of a four-week program including breakfast, lunch, dinner, and snacks. Through the merger with Direct Digital, LLC dba "Adaptive Health" and most recently with New Vitality, the company also markets and manufactures branded condition-specific science-based nutrition supplements which address conditions, such as men's health, joint health, and sleep management, among others. The company utilizes direct-to-consumer marketing campaigns to drive internet and direct mail-based sales as well as sales through retail outlets in both the United States and Canada. Kainos Capital acquired Nutrisystem in December 2020 for $575 million and Direct Digital, LLC's Adaptive Health business in April 2021. Revenue for the 12 months ended September 30, 2023 was approximately $766 million. YOLKED LLC: Hires Restaurant Financial Services as Accountant ------------------------------------------------------------- Yolked LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Restaurant Financial Services as accountant. The firm's services include: a. assisting the Debtor in preparing customary accounting books and records; b. assisting the Debtor in implementing appropriate accounting systems and procedures; c. assisting the Debtor in preparing financial statements and other financial reports; d. assisting the Debtor in preparing monthly operating reports; e. testifying on behalf of the Debtor if necessary; and f. generally taking any reasonable actions and initiatives necessary to maintain Debtor's books, records, and accounting procedures in accordance with generally accepted accounting principles. The firm will be paid at a flat fee of $5,000 for preparation of the Debtor's financial statements from the Debtor's inception to December 31, 2023, and $4,000 for preparation of the Debtor's 2022 and 2023 tax returns. James H. Barnes, a partner at Restaurant Financial Services, 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: James H. Barnes Restaurant Financial Services 7557 Rambler Road, Suite 447 Dallas, TX 75231 Tel: (214) 397-0000 Fax: (214) 764-0020 Email: JB@rfsdallas.com About Yolked LLC Yolked, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 23-43508) on Nov. 15, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Mark X. Mullin oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC represents the Debtor as bankruptcy counsel. [^] BOOK REVIEW: Dangerous Dreamers ----------------------------------- Dangerous Dreamers: The Financial Innovators from Charles Merrill to Michael Milken Author: Robert Sobel Publisher: Beard Books Softcover: 271 pages List Price: $34.95 Order your own personal copy at http://www.beardbooks.com/beardbooks/dangerous_dreamers.html "For the rest of his life, Milken will be accused of crimes for which he was not charged and to which he did not plead guilty." Milken is -- as anyone familiar with junk bonds and the scandals surrounding them in the 1980s knows -- Michael Milken of the Drexel Burnham banking and investment firm. In this book, noted business writer Robert Sobel analyzes the Milken criminal case and the many other phenomena of the period that lay the basis for the modern-day financial industry. However, the author's perspective is broader than the sensationalistic excesses and purported crimes of Milken and his like. Sobel is interested in the individuals and businesses that introduced and developed financial concepts, vehicles, and transactions that increased the wealth of millions of average persons. Sobel's examination of the byplay between financial chicanery and economic revitalization extends back to the Gilded Age of the latter 1800s and early 1900s. This was a time when Jim Fisk, Jay Gould, and others were making fortunes through skulduggery and manipulation of the financial markets, while Cornelius Vanderbilt and others were building the "world's finest railroad system." Later, in the "Junk Decade of the 1980s," as Ivan Boesky and others were reaping fortunes from "dubious" transactions, financial firms such as Forstmann Little and Kohlberg Kravis Roberts "played major positive roles in the largest restructuring of American industry since the turn of the century." While Sobel does not try to defend the excesses and illegalities of individuals and companies, he basically sees the Milkens of the world as "vehicles through which the phenomena of junk finance and leveraged buyouts played themselves out." This was the "Conglomerate Era." Mergers and acquisitions were at the center of financial and economic activity, and CEOs at major corporations were in competition to grow their corporations. Milken, Boesky, and others provided the means for this end. However, it is important to note that they did not originate the mergers and acquisition phenomenon. At first, Milken et al. were much appreciated by major corporations and the financial industry. However, when mergers and acquisition excesses began to bear sour fruit, Milken and his company Drexel Burnham took the brunt of public indignation. The government's search for villains then began. Sobel examines the ripple effects of financial innovators who became financial pariahs. Milken's journey, for example, cannot be unraveled from that of a company such as Beatrice. Starting in 1960, the food company Beatrice started making large-scale acquisitions. CEO Williams Karnes, who "ran a tight, lean ship, with a small office staff," was succeeded by corporate heads who brought in corporate jets and limousines, greatly increased staff, and moved into regal office space. James Dutt of Beatrice is singled out as symptomatic of the heedless mindset that crept into corporate America in the 1980s. Sobol's tale of the complexities and ambivalence of this transitional period is bolstered by memorable portraits of key players and companies. In so doing, he demonstrates once more why he has long been recognized as one of the country's most important business writers. About the Author Robert Sobel was born in 1931 and died in 1999. He was a prolific historian of American business life, writing or editing more than 50 books and hundreds of articles and corporate profiles. He was a professor of business at Hofstra University for 43 years and held a Ph.D. from New York University. Besides producing books, articles, book reviews, scripts for television and audiotapes, he was a weekly columnist for Newsday from 1972 to 1988. At the time of his death he was a contributing editor to Barron's Magazine. ********* 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. 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The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***