/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240116.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, January 16, 2024, Vol. 28, No. 15 Headlines AIR METHODS: Exits Chapter 11 Bankruptcy, Cuts Debt by $1.7 Billion AMERICARE INC: Commences Subchapter V Proceeding ARDELYX INC: Reports $28M IBSRELA U.S. Net Sales Revenue for Q4 ARENA GROUP: Defaults on Payments Due to Renew, ABG ARTISAN'S CABINETRY: Unsecureds Will Get 10% of Claims in Plan ASHFORD HOSPITALITY: CastleKnight, 5 Others Hold 6.6% Equity Stake AT HOME GROUP: S&P Stays 'CCC' ICR on New M&G Modifier Assessment AULT ALLIANCE: Postpones Exchange Offer BERNARD L. MADOFF: Trustee Waived $234M Clawback, Says Investor BLUE DOLPHIN: Units Settle Contract-Related Disputes With Pilot BUZZ FINCO: S&P Alters Outlook to Positive, Affirms 'B' ICR CALAMP CORP: Appoints Chris Adams as President, CEO CALAMP CORP: Posts $85 Million Net Loss in Third Quarter CBAK ENERGY: Regains Compliance With Nasdaq Listing Requirement CDNT HOLDINGS: Seeks Chapter 11 Bankruptcy in Illinois CELSIUS NETWORK: Fights $1-Mil. Attorney Fee Bid of Borrowers Group CELSIUS NETWORK: Owes Mawson $8 Million for Contract Breach CERTARA HOLDCO: Moody's Affirms 'B1' CFR, Outlook Stable CLEAN ENERGY: Signs Deal With FirstFire to Issue $143,750 Note COMMERCIAL VEHICLE: Moody's Withdraws 'B2' Corporate Family Rating COMSOVEREIGN HOLDING: Posts $638K Net Income for Second Quarter CUSHMAN & WAKEFIELD: S&P Downgrades ICR to 'BB-', Outlook Negative CYTOSORBENTS CORP: Skylands Capital Acquires 7.3% Equity Stake DIAMOND SPORTS: Gets Court Okay for Hockey TV Deal DISCOVERY ENERGY: Moody's Assigns 'B1' CFR, Outlook Stable DISH DBS: S&P Cuts Secured Debt Rating to 'B-' on Asset Transfers EBIX INC: Creditors' Committee Opposes Appointment of Equity Panel ENDO INT'L: Amends Plan to Include EFBD Claims Pay Details ERIC MCCRITE: Case Summary & 19 Unsecured Creditors FLYING FISH BREWING: Files for Chapter 11 Bankruptcy FOCUS FINANCIAL: S&P Rates New First-Lien Term Loan B-7 'B+' FREEDOM DRAIN: Files Amended Plan; Confirmation Hearing Feb. 20 G.H. REID: Unsecureds Will Get 100% of Claims over 36 Months GAUCHO GROUP: 2 Execs Receive 7,093 Shares Under Incentive Plan GAUCHO GROUP: Grosses $60K From Private Placement GOTO GROUP: S&P Downgrades ICR to 'CCC+', Outlook Negative HEALY CHIROPRACTIC: Unsecureds to Split $15K in Consensual Plan HIGH VALLEY: Unsecureds be Paid in Full or be Reinstated HUDSON PACIFIC: S&P Downgrades ICR to 'BB', Outlook Negative HULSEY CONTRACTING: Case Summary & Five Unsecured Creditors HUMANIGEN INC: Hits Chapter 11 Bankruptcy INFINITY PHARMACEUTICALS: Unsecureds Will Get 73% of Claims INSTANT BRANDS: Feb. 15 Plan & Disclosure Statement Hearing Set INVERSIONES LATIN AMERICA: Prepack Reorganization Plan Okayed JLM COUTURE: Files Plan for Bankruptcy Exit in February JO-ANN STORES: Moody's Cuts CFR to 'Caa3', Outlook Negative KASPIEN HOLDINGS: Files Form 15 to Voluntarily Deregister Stock KIDDE-FENWAL: Wants to Name Future Claims Representative in Ch. 11 LORDSTOWN MOTORS: Ex-BakerHostetler Attorney Returns After Ch. 11 LOYALTY VENTURES: AB Active ETF Virtually Writes Off Loan MERCURITY FINTECH: Apollo Multi-Asset Acquires 23.433% Equity Stake METAL CHECK: Unsecured Creditors to be Paid in Full in Plan MINIM INC: Incurs $6.8 Million Net Loss in Third Quarter MISHI LOGISTICS: Case Summary & 20 Largest Unsecured Creditors NATURALSHRIMP INC: Investor Buys $110K Series G Preferred Shares NINE WEST HOLDINGS: 9th Circuit Won't Revive Fraud Claims NOVAVAX INC: Reaffirms Guidance for Full Year 2023 ONE PAY CLOUD: Case Summary & One Unsecured Creditor ONEX TSG: Moody's Affirms 'B2' CFR, Outlook Remains Stable ORIGIN AGRITECH: Reports Fiscal Year 2023 Results PARKWAY GENERATION: S&P Affirms 'B+' Rating on Senior Secured Debt PROS HOLDINGS: Conestoga Capital Advisors Reports 7.5% Equity Stake PUERTO RICO: Prepa Wants Pension, Union Contracts Tossed RANGE PARENT: S&P Hikes ICR to 'CCC-' Following Debt Restructuring REEF GLOBAL: Moody's Cuts CFR & Secured First Lien Debt to Caa2 REMARK HOLDINGS: Unable to Hold Annual Meeting Over Lack of Quorum RITE AID: Has Closed Around 200 Stores Since Chapter 11 Filing ROCHESTER MATH: U.S. Trustee Unable to Appoint Committee SALEM MEDIA: Files Form 25 With SEC SCREENVISION LLC: Moody's Raises CFR to Caa2 SEMILEDS CORP: Extends Maturities of $3.2 Million Loans to 2025 SEMILEDS CORP: Says It Has Regained Compliance With Nasdaq Rule SKILLZ INC: Appoints Gaetano Franceschi as Chief Financial Officer SMILEDIRECTCLUB INC: Paul Weiss & Gray Reed Advise Noteholders SONOMA PHARMACEUTICALS: Signs License Agreement With NovaBay SUNQUEST PROPERTY: Sale Proceeds & Rental Income to Fund Plan SVP-SINGER HOLDINGS: Moody's Cuts CFR & First Lien Term Loan to Ca SYSTEM1 INC: Nicholas Graeme Baker Holds 11.7% of Class A Shares TEGNA INC: Senior VP Discloses Ownership of Common Shares TRANE TECHNOLOGIES: Units Allowed to Remain in Texas Two-Step TRINITY PLACE: Third Avenue Has 12.85% Stake as of Jan. 3 TROIKA MEDIA: Creditors Committee Members Disclose Claims VARDAN LLC: Unsecureds' Recovery Lowered to 1% of Claims VECTOR ESCAPES: Amends Classes 1 & 2 Claims Pay Details VEDANTA RESOURCES: Reaches Deal to Move $3-Bil. Bonds Due Dates VERDE BUILDING: Unsecured Creditors to Split $10K in Plan WESCO AIRCRAFT: Unsecureds to Get Share of Settlement Cash Pool [] Glennwillow Health Care Facility Up for Sale [^] Large Companies with Insolvent Balance Sheet ********* AIR METHODS: Exits Chapter 11 Bankruptcy, Cuts Debt by $1.7 Billion ------------------------------------------------------------------- Monitor Daily reports that Air Methods, a provider of air medical services in the U.S., emerged from Chapter 11 bankruptcy with significantly reduced debt and increased liquidity. Air Methods will continue to provider services through its fleet of 365 medical helicopters and fixed-wing aircraft, operating from 275 bases and serving 47 states. "Today marks an important inflection point for Air Methods in our transformation journey as we enter our next stage focused on investing in the business and executing on our growth initiatives for the benefit of our healthcare partners, communities, customers and patients," JaeLynn Williams, CEO of Air Methods, said. "With a stronger balance sheet and additional financial resources, we remain focused on serving our contractual partners, opening new greenfield bases, optimizing our field operations, expanding our frontline team and going in-network with commercial insurers. We are well-positioned for long-term success and excited about the opportunities ahead." As a result of the restructuring process, Air Methods reduced its total debt by approximately $1.7 billion. Ownership of the business transitioned to the company's lenders and noteholders upon emergence, as contemplated by the prepackaged plan of reorganization, and certain of the new owners are investing approximately $185 million of new capital in the company. "We thank our teammates for their steadfast commitment to putting our mission to deliver lifesaving care into action every day," Williams said. "We also appreciate the strong support from our financial stakeholders, who share our confidence in Air Methods' future." Weil, Gotshal & Manges served as legal advisor, Lazard served as financial advisor and Alvarez & Marsal served as restructuring advisor to Air Methods. David Polk & Wardwell is serving as legal advisor and Evercore Group is serving as financial advisor to the ad hoc group of lenders. About Air Methods Corporation Founded in 1980, Air Methods is a provider of air medical emergency services in the United States, providing more than 100,000 transports per year while offering clinical quality, safety, and life-saving care to patients across the country. Headquartered in Greenwood Village, Colorado, the Company operates a fleet of approximately 390 helicopters and fixed-wing aircraft serving 47 states from over 275 bases located in 40 different states. Air Methods Corporation and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90886) on Oct. 24, 2023. In the petition signed by Christopher J. Brady, as authorized signatory, Air Methods disclosed up to $10 billion in both assets and liabilities. Judge Marvin Isgur oversees the case. Weil, Gotshal & Manges LLP serves as the Debtors' legal counsel. Lazard Freres $ Co. LLC is the Debtors' investment banker, and Alvarez & Marsal is the financial advisor. Epiq Corporate Restructuring, LLC, is the claims, noticing & solicitation agent and administrative advisor. AMERICARE INC: Commences Subchapter V Proceeding ------------------------------------------------ Americare Inc. filed for chapter 11 protection in the District of Nevada. The purpose of Debtor's business is to sell vitamin supplements, superfoods, and alternative medicines via telemarketers. Through its bankruptcy filing, the Debtor intends to address its liabilities and obtain the necessary relief in order to continue operating its business. The Debtor reported $4,333,402 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Americare Inc. Americare Inc. -- https://www.americarenow.com/ -- d/b/a Americare Health -- manufactures sustainably-sourced nutrition products, promoting health, fitness and natural beauty. The Company's supplements and vitamins come from natural sources of essential proteins, sourced from pasture-raised cows in Brazil and New Zealand and wild-caught fish in Hawaii. Americare Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 23-15688) on December 23, 2023. In the petition filed by Mario Gonzalez, as president and CEO, the Debtor reports total assets of $111,380 and total liabilities of $4,333,402. The Debtor is represented by: Ryan A. Andersen, Esq. ANDERSEN & BEEDE 2500 W Sahara Ave, Ste 206 Las Vegas, NV 89102 ARDELYX INC: Reports $28M IBSRELA U.S. Net Sales Revenue for Q4 --------------------------------------------------------------- Ardelyx, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the unaudited U.S. net product sales revenue of IBSRELA (tenapanor) was approximately $28 million for the fourth quarter ended Dec. 31, 2023, and approximately $80 million for the full year ended Dec. 31, 2023. The Company also announced unaudited U.S. net product sales revenue of XPHOZAH (tenapanor) of approximately $2.5 million for the fourth quarter ended Dec. 31, 2023. As of Dec. 31, 2023, the Company had cash, cash equivalents, and short-term investments of approximately $184 million, unaudited. The Company clarifies that these amounts are preliminary and are subject to adjustment in connection with preparation of audited financial statements. As a result, these amounts may differ materially from the amounts that will be reflected in the Company's financial statements for the year ended Dec. 31, 2023. Ernst & Young LLP has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. About Ardelyx, Inc. Headquartered in Waltham, Massachusetts, Ardelyx, Inc. -- www.ardelyx.com -- is a biopharmaceutical company founded with a mission to discover, develop and commercialize innovative, first-in-class medicines that meet significant unmet medical needs. The Company developed a unique and innovative platform that enabled the discovery of new biological mechanisms and pathways to develop potent, and efficacious therapies that minimize the side effects and drug-drug interactions frequently encountered with traditional, systemically absorbed medicines. Since commencing operations in October 2007, substantially all the Company's efforts have been dedicated to its research and development activities, including developing tenapanor and developing its proprietary drug discovery and design platform. San Mateo, California-based Ernst & Young LLP, the Company's auditor since 2009, issued a "going concern" qualification in its report dated March 2, 2023, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ARENA GROUP: Defaults on Payments Due to Renew, ABG --------------------------------------------------- The Arena Group Holdings, Inc., said that on Dec. 29, 2023, it failed to make the interest payment due on the Third Amended and Restated Note Purchase Agreement, dated December 15, 2022 held by Renew Group Private Limited ("RGPL") in the amount of approximately $2,797,000. The outstanding principal on the RGPL Notes was approximately $110,691,000 as of December 31, 2023. This created an event of default under the RGPL Notes. The Company is currently in discussions with RGPL to restructure and/or amend the RGPL Notes. To allow for these negotiations with the Company, on Jan. 5, 2024, RGPL agreed in writing to a forbearance period through March 29, 2024 while reserving its rights and remedies. The forbearance period is subject to the Company retaining a third-party financial restructuring firm acceptable to RGPL. The RGPL Default and the ABG Default created an event of cross-default with SLR Digital Finance LLC ("SLR"). The Company is in discussion with SLR. The principal amount due under the credit facility with SLR was approximately $ 19,609,000 as of December 31, 2023. Resignation of Interim CEO On January 4, 2024, the Board of Directors of the Company accepted the resignation of Manoj Bhargava from his position as interim Chief Executive Officer effective immediately. Mr. Bhargava stepped down from this role to avoid any conflicts of interest which may arise as part of the pending transactions with affiliates of Mr. Bhargava including the Proposed Transaction. On the same day, the Board engaged FTI Consulting Inc., a global business advisory firm, to assist the Company with its turnaround plans and forge an expedited path to sustainable positive cash flow and earnings to create shareholder value. FTI is a financial restructuring firm acceptable to RGPL. The FTI Engagement was finalized on Jan. 5, 2024. As of part of it, Jason Frankl, a senior managing director of FTI, was appointed as the Company's Chief Business Transformation Officer. Mr. Frankl has over 24 years of financial advisory, capital markets and corporate governance experience and will report directly to the Board. Missed Payment to ABG On Jan. 2, 2024, the Company failed to make a quarterly payment due to Authentic Brands Group of approximately $3,750,000. ABG is the Company's licensor for the Sports Illustrated and SI Swim brands. Under its agreement with the Company, ABG has the right to terminate based on a failure to make payments when due. On January 3, 2024, ABG issued the Company a notice of breach with the intent to exercise its right of termination. The Company is in discussion with ABG. Proposed Transaction In connection with the proposed transaction by and among the Company, Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc. ("Newco") and the other parties to that certain Business Combination Agreement, dated November 5, 2023, as amended, Newco and the Company will prepare and file with the SEC a registration statement on Form S-4 that will include a combined proxy statement/prospectus of the Company and Newco (the "Combined Proxy Statement/Prospectus"). The Company, Simplify and Newco will prepare and file the Combined Proxy Statement/Prospectus with the SEC, and the Company will mail the Combined Proxy Statement/ Prospectus to its stockholders and file other documents regarding the Proposed Transaction with the SEC. About Arena Group The Arena Group Holdings, Inc. (NYSE American: AREN) together with its subsidiaries, operates digital media platform the United States and internationally. The company offers the Platform, a proprietary online publishing platform comprising publishing tools, video platforms, social distribution channels, newsletter technology, machine learning content recommendations, notifications, and other technology. The company was formerly known as TheMaven, Inc. and changed its name to The Arena Group Holdings in February 2022. The Arena Group was incorporated in 1990 and is based in New York. ARTISAN'S CABINETRY: Unsecureds Will Get 10% of Claims in Plan -------------------------------------------------------------- Artisan's Cabinetry and Woodworks, LLC, filed with the U.S. Bankruptcy Court for the Western District of Texas a Plan of Reorganization. The Debtor is in the business of manufacturing and installing custom cabinets for home builders in the Central Texas area. The Debtor was organized as a Texas Corporation on March 14, 2018 to purchase the assets of A pre-existing, unrelated entity in the same business as the Debtor is now. The Debtor borrowed $827,500.00 from the U.S. Small Business Administration to finance the purchase. During the pandemic, the Debtor received a $495,000 EIDL loan from the SBA. As its customers, who are home builders, began to stretch out the length of time between work being completed and payment, the Debtor turned to merchant advance lenders ("MCA") to make ends meet. The MCA lenders contacted the Debtor's homebuilder customers and instructed them not to pay Debtor but to instead remit Debtor's accounts receivable to them directly. This effectively cut off Debtor's cash flow. Subsequently, Debtor was unable to pay operating expenses (including payroll) and was forced to file for bankruptcy protection. The Plan is a plan of reorganization. Funding for the Plan will come from the Debtor's business operations. Class 11 consists of Allowed Administrative Convenience Claims, consisting of Allowed General Unsecured Claims of $1,000.00 or less, and Allowed General Unsecured Claims the holders of which each agree to reduce their Claim to $1,000.00. Each holder of an Allowed Unsecured Claim of $1,000.00 or less shall be given the option to be treated as Class 12 creditor or to be paid the lesser of $100.00 or the Allowed Amount of such Claim in cash on the Effective Date. Any holder of an Allowed Class 12 Claim of $1,000.00 or more may opt into Class 11 and shall be deemed to have not only agreed to reduce the Claim as scheduled or filed to an Allowed Claim of $1,000.00, but also to be paid as a Class 11Claim on the Effective Date and to accept such payment in full satisfaction of its Claim. Class 11 is Impaired. Class 12 consists of All Other General Unsecured Claims. All Allowed Class 12 Claims, which shall not accrue interest, shall be given the option to be treated as a Class 11 Claim in the Allowed Amount of $1,000.00 or to be paid monthly pro rata from the Debtor's Disposable Income beginning in Month 7 of the Plan. Class 12 claims are estimated to receive approximately 10% of the Allowed Amounts of their Claims over the life of the Plan. Class 12 is Impaired. The allowed unsecured claims total $1,482,829.06. Class 13 consists of Equity Interests in the Debtor. The owners of the equity interests in the Debtor shall maintain their equity interests; however, no payments shall be made to the owners of the equity interests in the Debtor on account of such equity interests over the 60 months of the Plan. Class 13 is Impaired. The Debtor will continue to operate its business, and the income from the business will be used to fund the Plan. One reason the Debtor filed this case was due to cash flow problems, rendering the Debtor unable to meet ongoing expenses. In order to avoid a recurrence of such a situation and to help make the plan feasible, the Plan calls for the establishment of a reserve of up to $60,000 as shown in Exhibit $60,000 represents the average monthly payroll and payroll tax expenses of the Debtor. A full-text copy of the Plan of Reorganization dated January 9, 2024 is available at https://urlcurt.com/u?l=ctzSPH from PacerMonitor.com at no charge. Attorneys for Debtor: Kimberly Nash, Esq. Law Office of Kimberly Nash P.C. P.O. Box 162932 Austin, TX 78716 Telephone: (512) 637-8000 Facsimile: (512) 886-2885 Email: Kim@Kimberlynashlaw.com - and - Frank B. Lyon, Esq. Law Offices of Frank B. Lyon 3800 North Lamar Boulevard, Suite 200 Austin, TX 78756 Post Office Bos 50210 Austin, TX 78763 Telephone: (512) 345-8964 Facsimile: (512) 647-0047 Email: frank@franklyon.com About Artisan's Cabinetry and Woodworks Artisan's Cabinetry and Woodworks, LLC is a family owned and operated company that manufactures custom cabinets to enhance home settings and compliment commercial spaces. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10852) on Oct. 9, 2023. In the petition signed by Christopher Wallace, managing member, the Debtor disclosed $592,458 in assets and $3,007,072 in liabilities. Judge Shad Robinson oversees the case. Kimberly Nash, Esq., at Law Office of Kimberly Nash, PC, is the Debtor's legal counsel. ASHFORD HOSPITALITY: CastleKnight, 5 Others Hold 6.6% Equity Stake ------------------------------------------------------------------ In a Schedule 13G Report filed with the U.S. Securities and Exchange Commission, CastleKnight Master Fund, LP and affiliated entities each disclosed ownership of Ashford Hospitality Trust, Inc.'s common stock. The aggregate amount beneficially owned by each reporting person is 2,420,000 shares, representing 6.6% of Ashford Hospitality's common stock. The filing was made jointly by CastleKnight Master Fund LP, CastleKnight Fund GP LLC, CastleKnight Management LP, CastleKnight Management GP LLC, Weitman Capital LLC, and Aaron Weitman. A full-text copy of the filing is available at: https://www.sec.gov/Archives/edgar/data/1232582/000091957424000133/d10928642_13g.htm About Ashford Hospitality Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc. operates as a self-advised real estate investment trust focusing on the lodging industry. As of September 30, 2023, the Trust had $3.7 billion in total assets against $3.9 billion in total liabilities. Egan-Jones Ratings Company, on May 5, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Ashford Hospitality Trust, Inc. AT HOME GROUP: S&P Stays 'CCC' ICR on New M&G Modifier Assessment ----------------------------------------------------------------- S&P Global Ratings assigned a new Management & Governance (M&G) assessment of negative to U.S.-based home decor retailer At Home Group Inc. The assignment of the M&G assessment follows the January 7 publication of S&P Global Ratings' revised criteria for evaluating the credit risks presented by an entity's management and governance (M&G) framework. S&P's ratings on At Home Group Inc., including its 'CCC' issuer credit rating, remain unchanged following the assignment of the new M&G assessment. S&P Global Ratings assigned a new M&G modifier assessment of negative to At Home. The action follows the revision to our criteria for evaluating the credit risks presented by an entity's management and governance framework. The terms management and governance encompass the broad range of oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can impact an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis. S&P's M&G assessment of negative reflects material deficiencies in the management and governance that clearly increase credit risk for At Home. This reflects the uncertainty concerning the recovery of the company's operating performance amid strategic execution issues, as well as ongoing management turnover without timely, permanent replacements. Our opinion also reflects At Home's ownership by a financial sponsor. All other ratings on At Home remain unchanged. The negative outlook reflects the risk At Home's operating performance fails to stabilize and its cash burn accelerates, heightening the risk of a payment default, debt restructuring, or distressed exchange. S&O could lower its rating on At Home if we anticipate it will face a liquidity shortfall over the subsequent six months, heightening the probability of additional distressed exchange transactions or a conventional default. S&P could raise its rating on At Home if it sustains an improvement in its sales and profitability, such that it increases its liquidity, as it navigates the challenging macroeconomic conditions. AULT ALLIANCE: Postpones Exchange Offer --------------------------------------- Ault Alliance, Inc. announced its postponement of the commencement of its planned exchange offer to accept for cancellation a minimum of 20 million shares of the Company's common stock and a maximum of 60 million such shares in exchange for the issuance of up to $15,000,000 aggregate liquidation preference of its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock. As the Company did not obtain a quorum for, and had to adjourn, its 2023 Annual Meeting of Stockholders, it has determined to postpone the planned commencement of the Offer in order to pursue the matters at the Annual Meeting and to avoid the administrative complications that could affect the Offer should certain matters at the Annual Meeting be approved. The Company anticipates commencing the Offer in 2024, however there can be no assurance thereof. The Offer would be subject to regulatory approval and other customary closing conditions. Details regarding the Offer and instructions for stockholders interested in participating will be provided in the Offer to Exchange and related documents, which will be filed with the Securities and Exchange Commission and distributed to Ault Alliance stockholders. The Offer will not be made to any person in any jurisdiction in which either the Offer, or solicitation or sale thereof, is unlawful. Any Offer will be made only by means of the Offer to Exchange. It is anticipated that the Offer will be made pursuant to the exemption from registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) thereof. Under that exemption, if Common Stock exchanged is freely tradeable, the Series D Preferred Stock received in exchange therefor will be freely tradeable. If the Common Stock is restricted, the Series D Preferred Stock will be restricted to the same degree. About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly- and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which the Company mines Bitcoin, and provides mission-critical products that support a diverse range of industries, including crane services, oil exploration, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $526.91 million in total assets, $336.56 million in total liabilities, and $190.34 million in total stockholders' equity. In its Quarterly Report for the three months ended Sept. 30, 2023, Ault Alliance said there is substantial doubt about the Company's ability to continue as a going concern for at least one year after the date that the condensed consolidated financial statements were issued. As of Sept. 30, 2023, the Company had cash and cash equivalents of $8.7 million, negative working capital of $45.1 million and a history of net operating losses. The Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. BERNARD L. MADOFF: Trustee Waived $234M Clawback, Says Investor --------------------------------------------------------------- Clara Geoghegan of Law360 reports that a New York bankruptcy judge improperly trimmed releases from a settlement with the trustee overseeing Bernie Madoff's former company, an investment bank said, arguing in its motion to appeal that a $234 million adversary action filed against it should be tossed. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of Jan. 31, 2021, and since his appointment in December 2008, the SIPA Trustee has amassed more than $14.413 billion as a result of recoveries and settlement agreements. These recoveries exceed similar efforts related to prior Ponzi scheme recoveries, in terms of dollar value and percentage of stolen funds recovered. Eligible BLMIS customers have now received almost 70% of their allowed claims, and the SIPA Trustee is optimistic that this figure will rise as the Trustee secure more recoveries and distributions in the future. BLUE DOLPHIN: Units Settle Contract-Related Disputes With Pilot --------------------------------------------------------------- Blue Dolphin Energy Company disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company expects to record a gain through reductions in counter-party debt as a result of a settlement. As previously disclosed, Nixon Product Storage, LLC and Lazarus Refining & Marketing, LLC, each wholly owned subsidiaries of Blue Dolphin Energy Company, were involved in separate contract-related disputes with Pilot Travel Centers LLC and Tartan Oil LLC, an affiliate of Pilot. NPS and Pilot were in a contract-related dispute involving a May 2019 Terminal Services Agreement, which became subject to a legal action filed in Harris County District Court. NPS also disputed set-off payments between itself and Pilot under a May 2019 Line of Credit Agreement, as amended. LRM was involved in a contract-related dispute with Tartan related to a revenue-sharing arrangement for storing and selling crude oil. Pursuant to a confidential Settlement Agreement by and among Lazarus Energy Holdings LLC, NPS, Lazarus Energy LLC, LRM, Lazarus San Antonio Refinery LLC, and Blue Dolphin, on the one hand, and Pilot, Starlight Relativity Holdings LLC, Starlight Relativity Acquisition Company LLC, Tartan, The San Antonio Refinery LLC, and Falls City Terminal, LP, on the other hand, among other matters addressed, NPS and LRM's contract-related disputes with Pilot and Tartan were fully resolved and the parties agreed to mutually release all claims against each other. Further, Pilot and NPS agreed to take such actions as necessary to dismiss the Texas Action. About Blue Dolphin Headquartered in Houston, Texas, Blue Dolphin Energy Company -- http://www.blue-dolphin-energy.com-- is an independent downstream energy company operating in the Gulf Coast region of the United States. The Company's subsidiaries operate a light sweet-crude, 15,000-bpd crude distillation tower with approximately 1.2 million bbls of petroleum storage tank capacity in Nixon, Texas. Blue Dolphin was formed in 1986 as a Delaware corporation and is traded on the OTCQX under the ticker symbol "BDCO." Blue Dolphin Company disclosed in a Form 10-Q Report for the fiscal quarter ended September 30, 2023, that its management has determined certain factors may present substantial doubt about the Company's ability to continue as a going concern. These factors include significant current debt, which impacts the Company's ability to meet debt covenants, and historical working capital deficits. BUZZ FINCO: S&P Alters Outlook to Positive, Affirms 'B' ICR ----------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable, and it affirmed all its ratings on Buzz Finco LLC (doing business as Bumble Inc.), including its 'B' issuer credit rating and senior secured issue-level rating. At the same time, S&P assigned its 'B' issuer credit rating to Bumble Inc., the ultimate parent company of the borrower and operating subsidiary Buzz Finco LLC. The outlook on Bumble Inc. is also positive. S&P said, "The positive outlook reflects our view that steady paying user growth across the company's Bumble and Badoo Apps will result in organic revenue and EBITDA growth. We expect the company will sustain leverage below 5x in the next 12 months despite operational uncertainty from recent management changes and unclear financial policy. "The positive outlook reflects our view that the company's S&P Global Ratings-adjusted gross leverage could remain below the upgrade threshold of 5x over the next 12-18 months. Bumble has successfully attracted consumers to their apps, converted free users to paid users, and effectively engaged their users with frequent updates. Bumble reported the number of paying users for the Bumble App increased roughly 25% year over year to 2.6 million at the end of the third quarter of 2023 due to strength in monthly active users, payer penetration gains in many key markets including international and a product roadmap including a newly introduced pre-match messaging feature called Compliments. Total company revenue increased 18%, including stabilization in its Badoo App. Operating leverage from paying user growth led to Bumble's S&P Global Ratings-adjusted gross leverage decreasing to 4.8x for the last 12 months ended Sept. 30, 2023. We further expect leverage will decline to the low-4x area in 2024, absent any operational changes from its new CEO Lidiane Jones or leveraging activity from its financial sponsor. Although the company has yet to provide more details around the new CEO strategy going forward, we expect the company will continue to focus on brand awareness and customer technology, and growth initiatives to expand margins. Nonetheless, strategic changes implemented by new CEO Lidiane Jones could affect near term user growth, monetization, and profitability. "Bumble's lack of a formal financial policy and financial-sponsor control make deleveraging on a sustained basis uncertain. Although financial sponsor Blackstone has reduced its ownership stake to approximately 25% of common equity as of December 2023 (based on S&P Capital IQ data), we believe it still dictates Bumble's strategy and cash flow because it has maintained the majority of voting rights and control through its ownership of Class B shares. Though the company has steadily deleveraged since its IPO with organic EBITDA growth, control by its financial sponsor introduces the risk that the company may engage in leveraging transactions to maximize shareholder returns, especially without a clear financial policy leverage target. As such, we would like to see a longer track record of the company operating with leverage below 5x under its financial sponsor, as well as continuing decline in ownership and voting control by Blackstone. Furthermore, earn-out and tax receivable agreement liabilities are difficult to forecast and changes to reported amounts on the balance sheet could have an impact on our leverage calculations. A rating upgrade is contingent on sustained leverage below 5x with increased cushion. "The positive outlook reflects our view that steady paying user growth across the company's Bumble and Badoo Apps will result in organic revenue and EBITDA growth. We expect the company will sustain leverage below 5x in the next 12 months despite operational uncertainty from recent management changes and an unclear financial policy." S&P could raise its rating on Bumble over the next 12 to 18 months if: -- The company maintains its leverage below 5x on a sustained basis, including changes to its reported earn-out and tax receivable agreement liabilities; or -- The company communicates its financial policy and a leverage target, and it exhibits solid increases in its subscribers, average revenue per paying user (ARPPU), and EBITDA; or -- Financial sponsor Blackstone reduces controlling ownership of Bumble. S&P could revise its outlook on Bumble to stable if leverage increases above 5x. S&P could lower its rating on Bumble over the next 12 months if: -- Its leverage increases to about 7x or its free operating cash flow (FOCF) to debt declines below 5% on a sustained basis; -- The company experiences operating challenges, such as weak user engagement or monetization in one or all of its apps that lead to flat or declining revenue, margin compression, and limited cash flow generation; or -- The company adopts a more aggressive financial policy that involves pursuing sizable debt-financed acquisitions. Bumble Inc. builds and operates social apps for dating, friend connections, and professional networking. It is a leader in the fast-growing online dating market with two established mobile brands, Bumble (popular in the U.S., Canada, Australia, and the U.K.) and Badoo (popular in Eastern and Western Europe, and Latin America). Since the founding of Badoo in 2006 and Bumble in 2014, the company has achieved significant scale with 3.8 million total paying users as of Sept. 30, 2023. The Bumble App represents roughly 70% of the company's paying users and 80% of company revenues. The company is majority-owned by a Blackstone-led consortium following the close of its sale in early 2020. -- U.S. GDP expands 2.4% in 2023 but growth slows down to 1.5% in 2024. S&P expects the U.S. economy to slow down and come in below trend for the next two years; -- Bumble's revenue continues to increase at a faster pace than the overall economy due to the secular growth trends supporting its business and product innovation; -- Revenue rises 16%-17% in 2023 due to strong subscriber growth, despite flat to declining ARPPU. Revenue growth in the low-to-mid teens percent area in 2024 as the result of subscriber growth and higher ARPPU; -- Paying users increase in the mid-teens percent area in 2023 with a low-teens percent increase in 2024, mainly due to an expansion in North America as well as in its newer geographies and new product launches. Flat to declining ARPPU in 2023 but an increase in low-single-digit percent area in 2024 due to the company's introduction of new features and subscription offerings; -- EBITDA margins improve to the low- to mid-20% area in 2023 and 2024, primarily due to lower one-time costs and improved operating efficiency; -- Capital expenditure (capex) of about $18 million-$24 million annually; -- S&P Global Ratings-adjusted FOCF improves to $175 million-$190 million in 2023 and 2024; and -- S&P Global Ratings-adjusted debt, which includes reported leases and litigation provisions, of about $1.1 billion-$1.2 billion as of year-end 2023 and 2024. Based on S&P's base-case assumptions it forecasts: -- S&P Global Ratings-adjusted leverage in the high-4x area at year-end 2023 and then improve to the low-4x area at year-end 2024; and -- S&P Global Ratings-adjusted FOCF to debt will be in 14%-16% range in 2023 and 2024. S&P said, "We assess Bumble's liquidity as adequate and supported by its sufficient cash balances, access to its revolver, and healthy FOCF generation. We estimate the company's liquidity sources will be about 3x its uses and anticipate net sources will remain positive even if EBITDA declines by more than 15%. However, our liquidity assessment remains somewhat constrained by the company's earnings concentration in three apps and its participation in the competitive online segment, which could require accelerated marketing investments to fend off competitors." Principal liquidity sources -- As of Sept. 30, 2023, Bumble had $439 million of unrestricted cash on hand; -- Undrawn revolving credit facility of $50 million due 2025; and -- Cash funds from operations of $210 million-$230 million over the next 12 months. Primary liquidity uses -- Annual mandatory term loan amortization of $5.75 million; -- Capex of about $18 million-$24 million over the next 12 months; -- Working capital requirement of about $20 million over the next 12 months; and -- Share repurchase amount of about $100 million-$150 million, over the next 12 months (including an announced $100 million in December 2023). Requirements Bumble's senior secured credit facility includes a 5.75x springing net first-lien leverage covenant, which will only become effective if it draws on at least 35% of its revolver's commitment. Compliance expectations S&P said, "The company was not tested as of Sept. 30, 2023, and we anticipate Bumble will maintain covenant headroom of more than 15% over the next 12 months if the covenant is tested given the company's high cash balance and strong cash flow generation. "Our simulated default scenario contemplates a default occurring in 2027 stemming from intensifying competition and operating missteps that limit the company's ability to increase its subscribers, cause its subscribers' spending to decline, and require accelerated marketing and development investments." Buzz Finco LLC is the borrower of the credit facility, which comprises a pari passu $50 million first-lien revolving credit facility due 2025 and a $850 million (approximately $615 million outstanding as of September 30, 2023) first-lien term loan due 2027. S&P said, "We understand that substantially all the company's material subsidiaries guarantee the credit facility, and their assets act as collateral for the credit facility. "We assume the company would restructure in a default scenario and value it on a going-concern basis because its lenders would seek to maximize their recoveries. Therefore, we apply a 6x EBITDA multiple to our estimate of its emergence EBITDA. We use a 6.5x multiple for its larger digital and online peers, such as Match Group Inc." -- Simulate year of default: 2027 -- EBITDA at emergence: About $82 million -- EBITDA multiple: 6x -- The revolving credit facility is 85% drawn in the simulated year of default. -- The net value available to the secured lenders (after 5% administrative costs): About $465 million -- Senior first-lien debt claims: About $676 million --Recovery expectations: 50%-70% (rounded estimate: 65%) Note: All debt amounts include six months of prepetition interest. CALAMP CORP: Appoints Chris Adams as President, CEO --------------------------------------------------- CalAmp announced that Chris Adams will be joining the company as president and chief executive officer, effective Jan. 22, 2024. The Company said Adams is an accomplished technology leader who brings a wealth of knowledge and experience to CalAmp. He possesses a unique combination of technical depth, operational skills, and general management experience from a broad range of technology companies –- most recently as VP/GM of the Automotive Sensing Division at onsemi. "After a comprehensive search process, we are pleased to welcome Chris as CalAmp's new President and CEO. His deep experience in semiconductor, hardware, and software solutions across several market segments - most recently in the automotive segment - makes him an excellent choice to lead CalAmp through the next phase of its transformation. We have great confidence in his ability to drive the company to create greater value for customers and investors," said Henry Maier, Chairman of the Board at CalAmp. Adams started his career in engineering and engineering leadership and has served in general management roles for more than 20 years. Prior to his current role at onsemi, Adams held business unit leadership roles with LSI Logic, Sony Electronics, and BAE Systems. Adams also served as President and CEO of Pixim, an imaging semiconductor company that was subsequently acquired by Sony Electronics. Adams holds a Master of Science Degree in Electrical Engineering from Stanford University. "I'm excited to have the opportunity to lead this exceptional organization, which has such deep expertise in the large and growing telematics industry," said Adams. "CalAmp has long been an innovator and I believe the transformation the organization has been undergoing will provide more value to customers and ultimately lasting value to investors. The organization has all the ingredients necessary to drive profitable growth and to solidify its leadership position in telematics solutions." Jason Cohenour, Interim CEO of CalAmp, will be working with Chris and the CalAmp management team to ensure a smooth transition of leadership responsibilities. Following the transition, Cohenour will resume his role as independent director of CalAmp's board of directors. Under an offer letter dated Dec. 30, 2023, the terms of which were accepted by Mr. Adams on Jan. 3, 2023, Mr. Adams will be paid a salary of $535,600 per year, and will be eligible to receive annual target incentive compensation of 100% of Base Salary, prorated for fiscal year 2024. The Company will also grant 750,000 time-vesting restricted stock units ("RSUs") to Mr. Adams and 750,000 performance vesting RSUs ("PSUs") on Feb. 5, 2024. One-third of the time-vesting RSUs will vest on the first anniversary of Mr. Adams' start date and the remaining two-thirds will vest in substantially equal quarterly installments over the subsequent two year period, in each case subject to Mr. Adams' continuous service with the Company through each applicable vesting date, and subject to the terms of the Company's standard RSU award agreement. The PSUs will have a performance period of three years with specific performance criteria to be determined by the Company's Board of Directors. Mr. Adams is also entitled to reimbursement of up to $5,000 per month for up to twelve months for travel expenses associated with commuting to the Company's headquarters, and the Company will reimburse Mr. Adams up to $50,000 of relocation expenses before Dec. 31, 2025. About CalAmp CalAmp Corp. is a connected intelligence company that leverages a data-driven solutions ecosystem to help people and organizations improve operational performance. The Company solves complex problems for customers within the market verticals of transportation and logistics, commercial and government fleets, industrial equipment, K12 fleets, and consumer vehicles by providing solutions that track, monitor, and protect their vital assets. CalAmp Corp. reported a net loss of $32.49 million for the year ended Feb. 28, 2023, a net loss of $27.99 million for the year ended Feb. 28, 2022, a net loss of $56.31 million for the year ended Feb. 28, 2021, and a net loss of $79.30 million for the year ended Feb. 29, 2020. In its Quarterly Report for the three months ended Aug. 31, CalAmp disclosed that its management concluded that the uncertainties associated with the Company's ability to cure noncompliance with the Nasdaq listing requirements coupled with the redemption rights of the 2025 Convertible Note Holders under a fundamental change scenario represent conditions raising substantial doubt regarding the Company's ability to continue as a going concern before consideration of management's plans. The Company plans to effect a reverse-stock spilt in the event that the Company's stock price does not improve to meet its ongoing Nasdaq listing requirements which will prevent the occurrence of a fundamental change under the 2025 Convertible Notes. Management believes that it is probable that shareholder approval will be obtained for the reverse-stock split and that the reverse-stock split will restore compliance with the Nasdaq listing requirements, and a fundamental change under the 2025 Convertible Notes will thus not be triggered. CALAMP CORP: Posts $85 Million Net Loss in Third Quarter -------------------------------------------------------- CalAmp Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $85 million on $53.63 million of total revenues for the three months ended Nov. 30, 2023, compared to a net loss of $4.73 million on $78.89 million of total revenues for the three months ended Nov. 30, 2022. For the nine months ended Nov. 30, 2023, the Company reported a net loss of $93.26 million on $186.23 million of total revenues, compared to a net loss of $24.40 million on $216.44 million of total revenues for the nine months ended Nov. 30, 2022. As of Nov. 30, 2023, the Company had $281.24 million in total assets, $355.38 million in total liabilities, and a total stockholders' deficit of $74.14 million. Management concluded that the uncertainties associated with the Company's ability to cure noncompliance with the Nasdaq listing requirements coupled with the repurchase rights of the 2025 Convertible Note holders under a fundamental change scenario represent conditions raising substantial doubt regarding the Company's ability to continue as a going concern. "In response to these conditions, management intends to request a waiver from the holder of the 2025 Convertible Notes to waive the fundamental change provision in the Convertible Notes agreement and concede the right to require the Company to repurchase the Convertible Notes in the event that the Company is delisted from the Nasdaq. However, these plans have not been finalized and are not within the Company's control, and therefore cannot be deemed probable. As a result, the Company has concluded that management's plans do not alleviate substantial doubt about the Company's ability to continue as a going concern," the Company said. Management Comments "In the third quarter, strength in our industrial and connected car segments was offset by soft demand in our TSP segment. Soft demand with TSPs led to lower than expected consolidated revenue and Adjusted EBITDA. We continue to work closely with our TSP customers as they rebalance inventory levels and respond to an overall competitive environment. We are optimistic that our rejuvenated efforts in this segment will result in a return to revenue growth from current levels," said Interim CEO, Jason Cohenour, in a press release. "During the quarter, we also implemented initiatives to narrow our strategic focus and to reduce cash expenses by approximately $16 million on an annualized basis. Our sharpened focus on core segments, combined with a more efficient cost structure, adds considerable leverage to our operating model as we strive for a return to profitable growth." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000730255/000095017024003368/camp-20231130.htm About CalAmp CalAmp Corp. is a connected intelligence company that leverages a data-driven solutions ecosystem to help people and organizations improve operational performance. The Company solves complex problems for customers within the market verticals of transportation and logistics, commercial and government fleets, industrial equipment, K12 fleets, and consumer vehicles by providing solutions that track, monitor, and protect their vital assets. CalAmp Corp. reported a net loss of $32.49 million for the year ended Feb. 28, 2023, a net loss of $27.99 million for the year ended Feb. 28, 2022, a net loss of $56.31 million for the year ended Feb. 28, 2021, and a net loss of $79.30 million for the year ended Feb. 29, 2020. CBAK ENERGY: Regains Compliance With Nasdaq Listing Requirement --------------------------------------------------------------- CBAK Energy Technology, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Jan. 8, 2024, the Company received a letter from The Nasdaq Stock Market notifying the Company that it had regained compliance with Nasdaq Listing Rule 5550(a)(2) because for the last 10 consecutive business days, from Dec. 21, 2023, through Jan. 5, 2024, the closing bid price of the Company's common stock had been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2) and Nasdaq considers this matter closed. On Sept. 27, 2023, CBAK Energy received a deficiency notice from Nasdaq notifying the Company that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by Nasdaq Listing Rule 5550(a)(2). About CBAK Energy Liaoning Province, People's Republic of China-based CBAK Energy -- www.cbak.com.cn -- is a manufacturer of new energy high power lithium batteries that are mainly used in light electric vehicles, electric vehicles, electric tools, energy storage including but not limited to uninterruptible power supply (UPS) application, and other high-power applications. Its primary product offering consists of new energy high power lithium batteries, but it is also seeking to expand into the production and sale of light electric vehicles. Hong Kong, China-based Centurion ZD CPA & Co., the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 14, 2023, citing that the Company has accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2022. All these factors raise substantial doubt about its ability to continue as a going concern. The Company said in its Quarterly Report for the period ended Sept. 30, 2023, that, "The Company has accumulated deficit from recurring net losses incurred for the prior years and significant short-term debt obligations maturing in less than one year as of September 30, 2023. These conditions raise substantial doubt about the Company ability to continue as a going concern. The Company's plan for continuing as a going concern included improving its profitability, and obtaining additional debt financing, loans from existing directors and shareholders for additional funding to meet its operating needs. There can be no assurance that the Company will be successful in the plans described above or in attracting equity or alternative financing on acceptable terms, or if at all." CDNT HOLDINGS: Seeks Chapter 11 Bankruptcy in Illinois ------------------------------------------------------ CDNT Holdings LLC filed for chapter 11 protection in the Northern District of Illinois. The Debtor reported between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Jan. 29, 2024, at 1:30 PM at UST-LA3, TELEPHONIC MEETING. About CDNT Holdings LLC CDNT Holdings LLC is a limited liability company in Illinois. CDNT Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-17222) on Dec. 23, 2023. In the petition filed by Robert Handler, as chief restructuring officer, the Debtor reported assets between $500,000 and $1 million and liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge David D. Cleary oversees the case. The Debtor is represented by: William J Factor, Esq. William J. Factor Robert Handler Commercial Recovery Associates 805 Greenwood Street Tel: 312-878-6976 Fax: 847-574-8233 CELSIUS NETWORK: Fights $1-Mil. Attorney Fee Bid of Borrowers Group ------------------------------------------------------------------- Ben Zigterman of Law360 reports that bankrupt cryptocurrency investment platform Celsius Network challenged $1 million in fees requested by a borrower ad hoc group, accusing the group of acting only in its own interest. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP as bankruptcy counsel; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC, as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP, as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP, and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CELSIUS NETWORK: Owes Mawson $8 Million for Contract Breach ----------------------------------------------------------- Emily Lever of Law360 reports that Mawson Infrastructure Group, a cryptocurrency mining services provider, asked a New York bankruptcy judge to toss an adversary complaint that bankrupt Celsius Networks leveled against it, arguing the dispute should be arbitrated and that it is actually Celsius that owes Mawson millions of dollars for a broken contract. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP as bankruptcy counsel; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC, as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP, as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP, and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CERTARA HOLDCO: Moody's Affirms 'B1' CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service affirmed Certara Holdco, Inc.'s B1 Corporate Family Rating, B1-PD Probability of Default Rating, and B1 backed senior secured first lien bank credit facility rating. The Speculative Grade Liquidity (SGL) rating of SGL-1 remains unchanged. The outlook is stable. RATINGS RATIONALE Certara's B1 CFR reflects the company's leading market position in the niche biosimulation software and regulatory services market, stable free cash flow generation, and positive secular trends in drug development and associated services. Certara's biosimulation modeling software allows for a strong competitive advantage through the company's proprietary modeling data used by pharmaceutical companies in various stages of the drug development process. In addition, global regulatory agencies, including the US Food and Drug Administration (FDA), use Certara's software to verify and review regulatory submissions which in turn validates the company's models and supports new client wins. The company also benefits from good revenue visibility, supported by strong renewal rates of around 90% for software products (about 35% of revenue) and high net revenue repeat rate for services (65% of revenue). For 2024, Moody's projects Certara to grow revenue by mid single digits in line with 2023. This is largely driven by Moody's expectation for continued slow service bookings resulting from macroeconomic uncertainty and funding constraints in 2023. Lastly, the rating considers the company's modest leverage. Moody's projects Certara's debt/EBITDA (Moody's adjusted, expensing stock based comp and software development costs and including contingent consideration in debt) will be around 3.5x at year end 2024. At the same time, Certara's rating is constrained by the company's small scale, concentrated end market exposure, and acquisitive growth strategy which can increase integration and operational risks. In addition, the company's service business operates in a competitive market of smaller providers, internal operations at pharmaceutical companies and contract research organizations (CRO). The SGL-1 rating reflects Moody's expectation that Certara will maintain very good liquidity over the next 12 months. The liquidity is supported by $272 million in cash and Moody's expectation for around $85 - $90 million in free cash flow in 2024. The company's liquidity is also supported by an undrawn $100 million revolving credit facility due August 2025, which has a springing first lien leverage covenant triggered at 35% revolver utilization. Moody's anticipate Certara will maintain good cushion under this covenant for at least the next 12 months. The stable outlook reflects Moody's expectation that over the next twelve months, Certara will grow revenue by mid-single digits, debt/EBITDA (Moody's adjusted) will decline toward 3.5x, and free cash flow-to-debt (Moody's adjusted) will remain above 20%. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded over time if Certara continues to grow organically and increase in scale, while sustaining leverage below 3.5x and demonstrating a commitment to conservative financial policies. The ratings could be downgraded if Certara's operating performance or liquidity weakens, such that debt/EBITDA (Moody's adjusted) is expected to be sustained above 4.5x or free cash flow-to-debt (Moody's adjusted) is less than 10%. Headquartered in Princeton, NJ, Certara is a leading provider of drug development simulation software and regulatory science publication software and services. The company reported revenues of about $353 million in the twelve month period ending September 30, 2023. The principal methodology used in these ratings was Software published in June 2022. CLEAN ENERGY: Signs Deal With FirstFire to Issue $143,750 Note -------------------------------------------------------------- Clean Energy Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it entered into a securities purchase agreement with FirstFire Global Opportunities Fund, LLC, pursuant to which the Company agreed to issue and sell to the Buyer the promissory note of the Company in the principal amount of $143,750.00, which amount is the $125,000.00 actual amount of the purchase price plus an original issue discount in the amount of $18,750.00. The Note is convertible into shares of common stock of the Company, par value $0.001 per share, upon the terms and subject to the limitations and conditions set forth in such Note. As a condition to the sale of the Note, the Company issued to the Buyer 10,000 shares of Common Stock. On the closing date, the Buyer shall further withhold from the Pruchase Price (i) a non-accountable sum of $5,000.00 to cover the Buyer's legal fees and (ii) a sum of $7,187.50 to cover the Company's fees owed to Revere Securities LLC, a registered broker-dealer, in connection with this transaction. The principal amount of the Note and all interest accrued thereon shall be repaid in monthly instalments until the maturity date of the Note, which is Jan. 3, 2025. The Note provides for interest at the rate of 10% per annum, and is convertible into shares of its Common Stock at a price of $1.60 per share, subject to anti-dilution adjustments in the event of certain corporate events as set forth in the Note. About Clean Energy Headquartered in Costa Mesa, California, Clean Energy Technologies, Inc. -- http://www.cetyinc.com-- designs, produces and markets clean energy products and integrated solutions focused on energy efficiency and renewables. The Company provides waste heat recovery solutions, waste to energy solutions, and engineering, consulting and project management solutions. In its Quarterly Report for the three months ended Sept. 30, 2023, Clean Energy disclosed that it had a total stockholder's equity of $5,389,051 and a working capital of $1,755,468 as of September 30, 2023. The company also had an accumulated deficit of $19,829,422 as of September 30, 2023. Therefore, there is substantial doubt about the ability of the Company to continue as a going concern. COMMERCIAL VEHICLE: Moody's Withdraws 'B2' Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service has withdrawn Commercial Vehicle Group, Inc.'s ratings, including its B2 corporate family rating, B2-PD probability of default rating and B2 senior secured first lien bank credit facility ratings. Moody's has also withdrawn the SGL-3 speculative grade liqudity rating. Prior to withdrawal, the outlook was stable. RATINGS RATIONALE Moody's has decided to withdraw the ratings for its own business reasons. Commercial Vehicle Group, Inc. is a global provider of systems, assemblies and components to the global commercial vehicle market, the electric vehicle market, and the industrial automation markets. Revenue for the twelve months ended September 2023 was approximately $1 billion. COMSOVEREIGN HOLDING: Posts $638K Net Income for Second Quarter --------------------------------------------------------------- COMSovereign Holding Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net income of $638,000 on $3.50 million of revenue for the three months ended June 30, 2023, compared to a net loss of $37.7 million on $2.09 million of revenue for the same period in 2022. For the six months ended June 30, 2023, the Company reported a net loss of $4.29 million on $3.98 million of revenue, compared to a net loss of $37.6 million on $4.14 million of revenue for the six months ended June 30, 2022. As of June 30, 2023, the Company had $20.9 million in total assets, $36.8 million in total liabilities, and $15.9 million in total stockholders' deficiency. At June 30, 2023, the Company had an accumulated deficit of $301.8 million and a working capital deficit of $15.2 million. These factors raise substantial doubt about its ability to continue as a going concern. "Our historical operating results, accumulated deficit and working capital, among other factors, raise substantial doubt about our ability to continue as a going concern. Based on our current cash on hand and subsequent activity as described herein, we presently only have enough cash on hand to operate on a month-to-month basis, without raising additional capital or selling assets. Because of our limited cash availability, our operations have been scaled back to the extent possible. We continue to explore opportunities with third parties and related parties to provide additional capital; however, we have not entered into any agreement to provide the necessary capital. In the near term, there will be limited opportunities to raise capital of significance until our Nasdaq compliance issues are resolved, as discussed in Nasdaq Compliance Developments," COMSovereign said. "We will continue to pursue the actions outlined above, as well as work towards increasing revenue and operating cash flows to meet our future liquidity requirements. However, there can be no assurance that we will be successful in any capital-raising efforts that we may undertake, and these planned actions do not alleviate the substantial doubt. If we are not able to obtain additional financing on a timely basis, we may have to delay vendor payments or initiate cost reductions, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately, we could be forced to discontinue operations, liquidate assets and/or seek reorganization under the U.S. bankruptcy code. Determining the extent to which conditions or events raise substantial doubt about the Company's ability to continue as a going concern and the extent to which mitigating plans sufficiently alleviate any such substantial doubt requires significant judgment and estimation by the Company. The Company makes assumptions that management's plans will be effectively implemented but may not alleviate substantial doubt and its ability to continue as a going concern," the Company said. A full-text copy of the report is available at http://tinyurl.com/328u4zjr About COMSovereign Holding Corp. Tucson, AZ-based COMSovereign Holding Corp. is a provider of solutions to network operators, mobile device carriers, governmental units, and other enterprises worldwide. CUSHMAN & WAKEFIELD: S&P Downgrades ICR to 'BB-', Outlook Negative ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit and issue-level ratings on Cushman & Wakefield to 'BB-' from 'BB'. The negative outlook indicates that S&P could lower the ratings if Cushman doesn't sustainably improve its debt to EBITDA to below 5x, potentially as a result of continued headwinds in CRE transaction activity. In addition, S&P has assigned a new Management & Governance (M&G) assessment of neutral to Cushman. This assignment follows the Jan. 7 publication of S&P Global Ratings' revised criteria for evaluating the credit risks presented by an entity's M&G framework. Over the nine months ended Sept. 30, 2023, Cushman's higher-margin capital markets revenue and leasing fee revenue declined 44% and 19% year over year, respectively. During the same period, total fee revenue was $4.7 billion; the company generated about 56% of that total, or $2.7 billion, from its property, facilities, and project management businesses. S&P expects the company's projected cost savings of approximately $130 million in full-year 2023 to partially offset some of the margin compression. S&P said, "We expect that Cushman's leverage will be 5.5x-6.0x in 2023 and that it will potentially remain at those levels through the first half of 2024; we think it will decline after that to 4x-5x on a sustained basis as transaction activity improves in the second half of the year." In the nine months ended Sept. 30, 2023, total fee revenue decreased 12% year over year, and the company operated at a net loss of $105 million (the company also reported non-GAAP adjusted net income of $89 million), predominantly because of the slowdown in CRE transaction activity amid higher-for-longer interest rates and a decline in leasing largely caused by slower office activity. "In our view, Cushman has sufficient capacity under its $1.1 billion revolving credit facility and cash on its balance sheet of $588 million as of Sept. 30, 2023, which we net against gross debt. Our net debt calculation consists of $2.2 billion of first-lien loans due 2025 and 2030, $650 million of notes due 2028, $400 million of notes due 2031, $349 million in operating and finance leases, and about $54 million of deferred purchase price obligations related to historical merger and acquisition activity. In 2023, Cushman's capital management efforts resulted in the extension of most of its maturities, and the company doesn't have any material near-term debt obligations--a credit positive in our view. "The company has made good headway in diversifying its business and locations. We also view positively that approximately 56% of Cushman's fee revenue is generated by its property management and facilities management operations, which provide the company with a more stable and recurring source of revenue, albeit at lower margins than its more volatile capital markets services." CYTOSORBENTS CORP: Skylands Capital Acquires 7.3% Equity Stake -------------------------------------------------------------- Skylands Capital, LLC disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2023, it beneficially owned 3,254,213 shares of common stock of CytoSorbents Corporation, representing 7.3 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1175151/000182126824000004/sky86895-cyto13g.htm About CytoSorbents Based in Monmouth Junction, N.J., CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb, is approved in the European Union with distribution in more than 75 countries around the world as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" seen in common critical illnesses that may result in massive inflammation, organ failure and patient death. In its Quarterly Report on Form 10-Q, Cytosorbents said that there is substantial doubt about its ability to continue as a going concern within the next 12 months. As of Sept. 30, 2023, the Company's cash position was approximately $10.0 million, with cash and cash equivalents of approximately $8.4 million, and approximately $1.7 million in restricted cash, which is not expected to fund the Company's operations beyond 12 months from the issuance of the financial statements. The Company had $47.57 million in total assets, $29.06 million in total liabilities, and $18.51 million in total stockholders' equity as of Sept. 30, 2023. DIAMOND SPORTS: Gets Court Okay for Hockey TV Deal -------------------------------------------------- Steven Church of Bloomberg News reports that Diamond Sports Group, the bankrupt regional broadcaster, won court approval of a deal to continue broadcasting local games of the National Hockey League for the rest of the current season, which ends in April. The company and league agreed to amend their current broadcast deal in order to allow Diamond to wind down its bankruptcy case and give hockey officials time to find a new broadcaster to handle local games. Diamond has a similar deal with the National Basketball Association and is trying to negotiate an agreement with Major League Baseball. About Diamond Sports Group Diamond Sports Group, LLC, and its affiliates own and/or operate the Bally Sports Regional Sports Networks, making them the nation's leading provider of local sports programming. DSG's 19 Bally Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also holds joint venture interests in Marquee, the home of the Chicago Cubs, and the YES Network, the local destination for the New York Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local professional telecasts each year in addition to a wide variety of locally produced sports events and programs. DSG is an unconsolidated and independently run subsidiary of Sinclair Broadcast Group. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90116) on March 14, 2023. In the petition filed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, Diamond Sports Group listed $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; AlixPartners, LLP as financial advisor; Moelis & Company, LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP as consultant. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI Consulting, Inc., as financial advisor; and Houlihan Lokey Capital, Inc., as investment banker. DISCOVERY ENERGY: Moody's Assigns 'B1' CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service assigned Discovery Energy Holdings Corporation ("DEHC") a B1 corporate family rating and B1-PD probability of default rating. At the same time, Moody's assigned a B1 rating to DEHC's proposed $1.625 billion backed senior secured first lien term loan. The outlook is stable. Proceeds from the term loan, $50 million of borrowings from a new $400 million unrated ABL facility (unrated), equity from private equity sponsor Platinum Equity Advisors, LLC, and rolled equity from the Kohler Corporation (existing owner) will be used to purchase Kohler Corporation's former energy unit, Kohler Energy. RATINGS RATIONALE DEHC's ratings reflect the company's good size and scale as a manufacturer of backup generators (gensets), gas and diesel engines, and electric power train components. DEHC has a healthy assortment of product offerings sold through its Industrial Energy Systems, Powertrain Technologies, and Home Energy operating segments. The company has a broad geographic presence with a global sales and manufacturing footprint. This enables production to be in closer proximity to customers, which supports sales of large and bulky products like large diesel gensets. Also, DEHC has an increasing aftermarket opportunity as its installed base grows. DEHC's deliberate focus on high power (56+kW) and moderate power (19 to 56kW) engines in its Powertrain Technologies segment, as opposed to low power engines ( DISH DBS: S&P Cuts Secured Debt Rating to 'B-' on Asset Transfers ----------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on DISH DBS Corp.'s secured debt to 'B-' from 'B' and its issue-level rating on the company's unsecured debt to 'CCC+' from 'B-' based on their lower recovery prospects following a series of asset transfers. At the same time, S&P revised its recovery rating on Dish DBS secured debt to to '2' from '1' and its recovery rating on its unsecured debt to '4' from '2'. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 80%) recovery in a hypothetical default scenario and the '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 45%) recovery under the company's current capital structure. The dilution of Dish DBS' secured recovery prospects stem from its stripping away and shifting of certain collateral into a newly formed unrestricted subsidiary named Dish DBS Subscriber Subsidiary (DSS). DSS holds 3 million Dish TV subscribers, which represents about 45% of the company's existing satellite subscriber base. These assets will no longer serve as collateral for Dish DBS' existing secured notes, nor will DSS' assets guarantee the company's existing notes. Therefore, S&P estimates the remaining collateral would result in roughly 70% recovery for the secured lenders, which compares with 95% prior to the transfer. Given that there is currently no debt at DSS, the value from DSS would still flow to Dish DBS in a default scenario under its current structure. Therefore, any deficiency claims related to a smaller collateral pool for Dish DBS' secured notes would still benefit from unpledged value at DSS (estimated at $3 billion in a default scenario). These deficiency claims (estimated at about $1.7 billion) would rank pari passu with Dish DBS' unsecured claims (totaling about $6.7 billion), resulting in incremental recovery of about $600 million for the secured noteholders from unpledged DSS value (about 35% recovery on unsecured claims). This boosts our total estimated recovery for Dish DBS' secured debt to about 80%. However, we recognize there is some potential the company will raise debt at DSS, potentially further diluting the recovery prospects for Dish DBS' existing lenders. S&P will reevaluate its recovery analysis if this occurs. Separately, the transfer of receivable rights away from Dish DBS under an intercompany loan from Dish Network Corp. has diluted the recovery prospects for its unsecured lenders. The amounts owed under tranche A of the spectrum-backed intercompany loan ($4.7 billion) will now be paid to a direct wholly-owned subsidiary of parent Echostar Corp., known as Echostar Intercompany Receivable Co. LLC (EIRC), instead of Dish DBS. EIRC resides outside the Dish DBS credit group so Dish DBS' lenders will not benefit from the receivables under this loan anymore. There is still roughly $2.7 billion remaining under tranche B of the intercompany loan, which remains unpledged. There is a subordination clause in the secured indenture that expressly states that unsecured lenders have a senior position with respect to realizations under the intercompany loan. S&P said, "However, we recognize the risk to all Dish DBS lenders that a similar transaction could occur in the future whereby the lender rights on tranche B are granted to EIRC or another entity. We also recognize the risk the company's secured indenture could be amended such that the subordination clause is modified, which would disadvantage Dish DBS' unsecured lenders. If such an action is implemented, we will reevaluate our recovery prospects. Still, we assume just a 35% realization value (about $900 million) on the remaining intercompany loan (secured by certain wireless licenses) to reflect risks including, but not limited to, volatility in spectrum value and a relatively illiquid market." Furthermore, a key event risk to existing unsecured recovery ratings is that the $3 billion in unpledged recovery value available from the unrestricted DSS, could be used to secure other debt, in which case the recovery coverage for both secured and unsecured DBS noteholders could be significantly diluted. S&P currently allocates roughly $600 million and $2.4 billion in unpledged value to secured and unsecured claims, respectively, in our recovery analysis. Separate and apart from the previously discussed actions, Echostar has also transferred certain wireless spectrum licenses to a newly formed wholly-owned subsidiary of parent Echostar Corp. from Dish Network. This transaction does not affect our existing issue-level ratings on Dish Network for the following reasons: -- Dish Network still owns the collateral backing its secured debt (including 600 MHz spectrum licenses), thus S&P continues to expect very high recovery (90%-100%) for the existing spectrum-back notes in a default scenario; and -- S&P's '6' recovery rating (0%-10%) on Dish Network's unsecured debt assumes that the value from spectrum licenses would not be available to unsecured lenders in a default scenario for a variety of reasons. This transfer of the spectrum licenses is consistent with that assumption. S&P said, "Our 'CCC+' issuer credit rating on parent Echostar Corp. is unaffected by these transactions. We believe these transactions, while credit negative for existing Dish DBS lenders, could improve the company's access to capital by creating borrowing opportunities at its newly formed subsidiaries. This could potentially ease some of Echostar's near-term liquidity constraints due to its substantial funding requirements over the next several years. However, given the negative effect on its existing lenders' recovery prospects, the potential for a distressed exchange could increase, especially considering the depressed trading prices of its debt, which would lead to further ratings pressure. "Any rating upside – which we view as unlikely over the next year given the company's high debt load-- is dependent on the company's achievement of greater visibility into sustainably positive free operating cash flow generation from profitable market share gains in its wireless segment. This would likely involve a public disclosure of its network partners and enterprise contracts that increases our confidence its wireless strategy can generate significant revenue and cash flow." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- Dish DBS is the issuer of $5.25 billion of secured notes, which are secured and guaranteed by certain pay-TV operating subsidiaries that currently hold about 3.75 million of the group's 6.75 million satellite TV subscribers. S&P assumes that the proportion of Dish TV satellite subscribers held at these entities relative to those at unrestricted subsidiary DSS remain at a roughly 55%/45% split. -- Dish DBS is the issuer of the various unsecured notes totaling about $6.75 billion, which rank junior to the secured debt of the guarantors with respect to the value of the pay-TV assets securing such debt. -- For both secured and unsecured Dish DBS notes, Dish Network and its other subsidiaries (besides Dish DBS) do not provide any guarantees and therefore are not obligors of these DBS notes. There is a $2.7 billion tranche B intercompany loan due to Dish DBS from Dish Network. The intercompany loan is not included as collateral for the senior secured notes, and the secured notes are subordinated to existing unsecured notes with respect to certain realizations under the intercompany loan. Therefore, DBS' unsecured noteholders currently have a senior position on the intercompany loan. S&P said, "However, we haircut loan realization at 35%. This conservative approach accounts for potential volatility in spectrum value backing the loan and mirrors the loan-to-value covenant lenders have required in recent spectrum-backed deals. Moreover, we also recognize the risk that the rights to the loan could be transferred outside of DBS or the language in the existing indenture that grants unsecured lenders first-priority could be modified or eliminated." S&P said, "We use an EBITDA multiple approach to estimate enterprise value for pay-TV assets. Our simulated payment default scenario contemplates that intense competition from cable TV, DirecTV, and an ongoing shift to streaming TV continue to make satellite direct-to-home digital TV services less attractive, causing increased churn and declining profitability such that DISH cannot meet its fixed charges, including interest expense, capital spending, and debt amortization. We apply a 5x multiple to our emergence EBITDA, which is a lower multiple than we use for most pay-TV cable companies, given DISH's heightened exposure to competition from streaming because of the lack of a true broadband hedge. This multiple also factors in the government-subsidized rural broadband expansion over the longer-term that will make streaming alternatives more widely available in Dish's primary markets." Simulated default assumptions -- EBITDA at emergence: $1.4 billion -- EBITDA multiple: 5x Simplified waterfall -- Net pay-TV enterprise value (after 5% administrative costs): $6.7 billion -- Collateral value: $3.7 billion -- Unpledged value available to secured lenders from DSS: $600 million -- Dish DBS Secured notes: $5.4 billion --Recovery expectations: 70%-90% (rounded estimate: 80%) -- DSS unpledged value available to unsecured creditors: $2.4 billion -- Intercompany loan available to unsecured creditors: $900 million -- Unsecured notes: $6.7 billion --Recovery expectations: 30%-50% (rounded estimate: 45%) EBIX INC: Creditors' Committee Opposes Appointment of Equity Panel ------------------------------------------------------------------ The official committee representing unsecured creditors of Ebix, Inc. asked the U.S. Trustee for Region 6 to refrain from considering the appointment of a committee of equity security holders in the company's Chapter 11 case. Charles Gibbs, Esq., attorney for the creditors' committee, said the appointment of an equity committee at this stage of the company's bankruptcy case is "wholly premature." "Presently available information does not reflect a significant divergence of interest between the [creditors committee] and the equity holders, in part, because there is not sufficient information to determine whether [Ebix] will have sufficient assets to make any distributions to the equity holders," Mr. Gibbs said in a letter to Kevin Epstein, the U.S. Trustee overseeing the case. The U.S. Trustee had earlier received a letter from Sara Konstantine, a shareholder, who claimed that the company is not insolvent and that the appointment of a separate committee for shareholders is necessary to ensure they are adequately represented. "The letter's assertion that the committee's interests do not sufficiently align with those of the shareholders is without merit," Mr. Gibbs, said, adding that the creditors' committee intends to investigate the company, including allegations of misconduct referenced in the shareholder's letter. About Ebix Inc. Ebix, Inc. is an international supplier of on-demand infrastructure software exchanges and e-commerce services to the insurance, financial, travel, cash remittances, and healthcare industries. Ebix and its affiliates sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 23-80004) on Dec. 17, 2023. In the petitions signed by their chief financial officer, Amit K. Garg, the Debtors disclosed $500 million to $1 billion in both assets and liabilities. Judge Scott W. Everett oversees the cases. The Debtors tapped Sidley Austin LLP as legal counsel; AlixPartners, LLP as financial advisor; and Jefferies LLC as investment banker. Omni Agent Solutions, Inc. is the claims, noticing, and solicitation agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Charles R. Gibbs, Esq., is the committee's legal counsel. ENDO INT'L: Amends Plan to Include EFBD Claims Pay Details ---------------------------------------------------------- Endo International plc and its Affiliated Debtors submitted an Amended Disclosure Statement with respect to the Joint Chapter 11 Plan of Reorganization dated January 9, 2024. The Plan is the product of extensive arms'-length negotiations conducted through a months'-long mediation process among key stakeholders, including the Debtors, the Ad Hoc First Lien Group, the Multi-State Endo Executive Committee, the Committees, and the FCR. Cash obtained from the Syndicated Exit Financing (to the extent implemented), the Rights Offerings, and cash on hand will be used to fund the Debtors' payments required by the Plan. The Plan provides that holders of claims in Class 1 (Priority Non-Tax Claims) and Class 2 (Other Secured Claims) will be reinstated, receive payment in full in cash on the Effective Date of the Plan, or receive such other treatment that the Debtors elect that results in holders of such claims or interests being unimpaired. Holders of Claims in Classes 3, 4(A), 4(B), 4(C), 4(D), 4(E), 4(F), 5, 6(A), 6(B), 6(C), 7(A), 7(B), 7(C), 7(D), 7(E), 8, 9, 10, 11, and 12 are impaired and entitled to vote on the Plan. Holders of Claims and Interests in Class 13 (Intercompany Claims) and Class 14 (Intercompany Interests) will be either unimpaired and therefore conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code, or impaired and not receiving any distribution under the Plan, in which case such holders will be deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Class 4(B) consists of Other General Unsecured Claims. Except to the extent that a holder of an Other General Unsecured Claim agrees to less favorable treatment, on the Effective Date, in full and final satisfaction, settlement, release, and discharge of, and in exchange for the Other General Unsecured Claims, (i) the GUC Trust shall receive the GUC Trust Consideration in accordance with the GUC Trust Documents; and (ii) each Other General Unsecured Claim shall automatically, and without further act, deed, or court order, be channeled exclusively to the GUC Trust, and all of the Debtors' liability for such Claim shall be assumed by the GUC Trust, and such Other General Unsecured Claim shall thereafter be asserted exclusively against the GUC Trust and treated solely in accordance with the terms, provisions, and procedures of the GUC Trust Documents, which shall provide that Other General Unsecured Claims shall be either Allowed and administered by the GUC Trust or otherwise Disallowed and released in full. Holders of Allowed Other General Unsecured Claims shall receive a recovery, if any, from the GUC Trust Consideration. The sole recourse of any holder of an Other General Unsecured Claim on account thereof shall be to the GUC Trust and only in accordance with the terms, provisions, and procedures of the GUC Trust Documents. The procedures governing Distributions set forth in the GUC Trust Documents shall provide for an additional payment by the GUC Trust to any holder of an Allowed Other General Unsecured Claim who is entitled to receive a Distribution from the GUC Trust and who grants or is deemed to grant, as applicable, the GUC Releases. Such additional payment from the GUC Trust shall be in exchange for such holder granting or being deemed to grant, as applicable, the GUC Releases and shall be calculated by multiplying (i) the amount of any Distribution to be made to such holder pursuant to the GUC Trust Documents, by (ii) a multiplier of 4x. Class 11 consists of Other Opioid Claims. Except to the extent that a holder of an Other Opioid Claim agrees to less favorable treatment, on the Effective Date, in full and final satisfaction, settlement, release, and discharge of, and in exchange for the Other Opioid Claims, (i) the Other Opioid Claims Trust shall receive the Other Opioid Claims Trust Consideration in accordance with the Other Opioid Claims Trust Documents; and (ii) each Other Opioid Claim shall automatically, and without further act, deed, or court order, be channeled exclusively to the Other Opioid Claims Trust, and all of the Debtors' liability for such Claim shall be assumed by the Other Opioid Claims Trust and such Other Opioid Claim shall be Allowed, Disallowed and released in full, or otherwise resolved, in each case, in accordance with the Other Opioid Claims Trust Documents. Holders of Allowed Other Opioid Claims shall receive a recovery, if any, from the Other Opioid Claims Trust Consideration, in each case, in accordance with and subject to the terms of the Other Opioid Claims Trust Documents. Class 12 consists of EFBD Claims. Except to the extent that a holder of an EFBD Claim agrees to less favorable treatment, on the Effective Date, in full and final satisfaction, settlement, release, and discharge of, and in exchange for he EFBD Claims, (i) the EFBD Claims Trust shall receive the EFBD Claims Trust Consideration in accordance with the EFBD Claims Trust Documents; and (ii) each EFBD Claim shall automatically, and without further act, deed, or court order, be channeled exclusively to the EFBD Claims Trust, and all of the Debtors' liability for such Claim shall be assumed by the EFBD Claims Trust and such EFBD Claim shall be Allowed, Disallowed and released in full, or otherwise resolved, in each case, in accordance with the EFBD Claims Trust Documents. Holders of Allowed EFBD Claims shall receive a recovery, if any, from the EFBD Claims Trust Consideration, in each case, in accordance with and subject to the terms of the EFBD Claims Trust Documents; provided, that, the amount of any Distribution to a holder of an Allowed EFBD Claim on account of such Allowed EFBD Claim shall not exceed the amount of comparable Distributions provided by another Trust under the Plan to holders of similar Allowed Claims that were filed before the General Bar Date and channeled to such other Trust under the Plan; provided, further, that, the procedures for determining the maximum amount of any Distribution to be made by the EFBD Claims Trust shall be substantially similar to those provided in the Future PI Trust Distribution Procedures. Distributions under this Plan shall be comprised of, as applicable, (i) Cash on hand; (ii) the Exit Financing or the proceeds thereof, as applicable; (iii) Purchaser Equity (including the net proceeds of the Rights Offerings); and (iv) the GUC Trust Litigation Consideration. A full-text copy of the Revised Disclosure Statement dated January 9, 2024 is available at https://urlcurt.com/u?l=ZdekJ2 from Kroll Restructuring Administration, LLC, claims agent. Counsel for Debtors: SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Paul D. Leake, Esq. Lisa Laukitis, Esq. Shana A. Elberg, Esq. Evan A. Hill, Esq. One Manhattan West New York, New York 10001 Tel: (212) 735-3000 Fax: (212) 735-2000 About Endo International Endo International plc (OTC: ENDPQ) is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On Aug. 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and Operand Pharmaceuticals Holdco III Limited each filed a voluntary Chapter 11 petition also in the U.S. Bankruptcy Court for the Southern District of New York. On May 31, 2023, Operand Pharmaceuticals II Limited and Operand Pharmaceuticals III Limited each filed a voluntary Chapter 11 petition also in the Southern District of New York. The Company's cases are jointly administered before the Honorable James L. Garrity, Jr. Endo initiated the financial restructuring process after reaching an agreement with a group of its senior debtholders on a transaction that would substantially reduce outstanding debt, address remaining opioid and other litigation-related claims, and best position Endo for the future. This would allow the Company to advance its ongoing business transformation from a strengthened financial position to create compelling value for its stakeholders over the long term. Endo's India-based entities are not part of the Chapter 11 proceedings. The Company has filed recognition proceedings in Canada and expects to file similar proceedings in the United Kingdom and Australia. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC, is the claims agent and administrative advisor. A Website dedicated to the restructuring is at http://www.endotomorrow.com/ Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners, LLC, as investment banker. ERIC MCCRITE: Case Summary & 19 Unsecured Creditors --------------------------------------------------- Debtor: Eric McCrite Co. 4974 Cobb Parkway NW Acworth, GA 30101 Chapter 11 Petition Date: January 15, 2024 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 24-50463 Debtor's Counsel: Henry Sewell, Esq. LAW OFFICES OF HENRY F. SEWELL, JR., LLC Suite 555 2964 Peachtree Road NW Atlanta, GA 30305 Tel: 404-926-0053 Fax: 404-393-7832 Email: hsewell@sewellfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Graydon Eric McCrite as president and sole shareholder. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TYM4DOA/ERIC_MCCRITE_CO__ganbke-24-50463__0001.0.pdf?mcid=tGE4TAMA FLYING FISH BREWING: Files for Chapter 11 Bankruptcy ---------------------------------------------------- Nick Vadala of The Philadelphia Inquirer reports that South Jersey craft beer stalwart Flying Fish Brewing Co. has filed for bankruptcy protection just months after a deal fell through that would have seen the brand sold to Cape May Brewing Co. The Somerdale-based Flying Fish listed $1.3 million in assets and $9.3 million in liabilities in its Chapter 11 petition, which was filed Thursday in U.S. Bankruptcy Court in New Jersey. The company is owned by Elk Lake Capital, a capital investment firm in Scranton that acquired Flying Fish in 2016. Elk Lake Capital is also listed in the bankruptcy filing as Flying Fish's biggest creditor, with unsecured claims of about $4.2 million. Celtic Capital Corp., a financial services firm in Calabasas, Calif., has nearly $4.1 million in unsecured claims with Flying Fish, according to the filing. Overall, the company listed $1.3 million in assets, about $500,000 coming from brewing machinery and equipment. It claimed more than $9.2 million in liabilities. The company's bankruptcy petition comes amid falling gross revenue, according to the filing. In 2023, Flying Fish's gross revenue totaled about $3.1 million, a 23% decrease from its 2022 total of nearly $4 million. Revenue was slightly higher in 2021 at about $4.1 million. The petition for bankruptcy protection also comes several months after a deal with Cape May Brewing Co. failed to come to fruition. Cape May Brewing announced in April that it would acquire Flying Fish, with co-owner Ryan Krill telling The Inquirer that "the brand and legacy of Flying Fish will continue." Krill declined to comment on how much Cape May Brewing was set to pay for Flying Fish's assets, including its Somerdale production facility. By June, the deal was off the table. That month, Cape May Brewing president Frank Stempin told the Press of Atlantic City that the company backed away from the deal "after extensive analysis during the diligence phase." About Flying Fish Brewing Flying Fish Brewing Co. was founded as a "virtual brewery" by Gene Muller in 1995, Flying Fish is considered among the oldest operating craft breweries in New Jersey. It opened a brewery and taproom in Cherry Hill in 1996, and moved operations to Somerdale in 2012. In 2022, it reportedly produced about 16,000 barrels of beer. Flying Fish Brewing sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No.: 23-21917) on Dec. 28, 2023. In the petition filed by James Lewandowski, as chief executive officer, the Debtor reports total assets of $1,277,747 and total liabilities of $9,279,265. The Debtor is represented by: Ellen M. McDowell, Esq. MCDOWELL LAW, PC 46 West Main St. Maple Shade, NJ 08052 Tel: 856-482-5544 Fax: 856-482-5511 Email: emcdowell@mcdowelllegal.com FOCUS FINANCIAL: S&P Rates New First-Lien Term Loan B-7 'B+' ------------------------------------------------------------ S&P Global Ratings assigned its 'B+' issue rating to Focus Financial Partners' LLC (B+/Stable/--) proposed first-lien term loan B-7 that will mature in 2028. S&P expects the issuance amount to be $2.2 billion-$2.4 billion, subject to market conditions. S&P expects Focus to use the proceeds from the issuance to repay its $1.7 billion first-lien term loan B-5 (secured overnight financing rate (SOFR) + 325 bps), $500 million first-lien term loan B-6 (SOFR + 350 bps), the outstanding amount drawn on its $890 million capacity first-lien revolver ($50 million as of Sept. 30, 2023), and for general corporate purposes, including acquisitions. S&P expects the proposed term loan B-7 to be priced at approximately SOFR + 275 bps. S&P said, "We expect weighted average debt to EBITDA may increase marginally depending on the final issuance amount, but to remain around 6x, comfortably within our 5x-7x leverage expectation for the rating. We expect EBITDA interest coverage to remain around 3x, supported by the proposed repricing transaction. "We also expect the company to continue to make debt-funded registered investment advisors (RIA) acquisitions, similar to wealth management peers. We could lower the ratings if Focus operates with debt to adjusted EBITDA above 7x, or EBITDA interest coverage below 2x on a sustained basis, per our calculations. We could also lower the ratings if its business deteriorates significantly, which could be happen if organic growth weakens or the downside protections in its future partnership agreements erode." FREEDOM DRAIN: Files Amended Plan; Confirmation Hearing Feb. 20 --------------------------------------------------------------- Freedom Drain Cleaning and Pipe Services LLC submitted an Amended Plan of Reorganization dated January 9, 2024. Under the Plan, the Debtor will devote all of its projected Disposable Income toward the payment of Creditors. The Plan will be funded with the funds that are not for the payment of expenditures necessary for the continuation, preservation, or operation of the business of the Debtor. The Plan provides for payment of Administrative Expenses, Priority Tax Claims, and Allowed Secured Claims in accordance with the Bankruptcy Code, and projects payment to Allowed General Unsecured Claims. Finally, Holders of Equity Interests will retain their Equity Interests as they existed on the Commencement Date. General Unsecured Claims asserted against the Debtor total $136,076.69. Like in the prior iteration of the Plan, General Unsecured Claims in Class 3 will receive a distribution of 9.6% of their allowed claims from any Disposable Income of the Debtor and after the Debtor makes distributions to Claims of Classes 1 and 2. The Members of the Debtor shall retain their ownership interests in the Debtor. The Plan will be funded by the proceeds realized from the operations of the Debtor. On Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures, accounts receivable, cash receipts and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. The Bankruptcy Court has scheduled February 20, 2024, at 11:00 A.M. as the hearing on the Confirmation of the Plan. In addition, objections to Confirmation of the Plan must be filed by February 7, 2024 at 4:00 P.M. Ballots on voting to accept or reject the Plan must be returned by February 7, 2024 at 4:00 P.M. A full-text copy of the Amended Plan dated January 9, 2024 is available at https://urlcurt.com/u?l=sY4BFT from PacerMonitor.com at no charge. Counsel for the Debtor: THE ROSNER LAW GROUP LLC Frederick B. Rosner, Esq. Jason A. Gibson, Esq. Zhao (Ruby) Liu, Esq. 824 N. Market Street, Suite 810 Wilmington DE 19801 Tel.: (302) 777-1111 Email: rosner@teamrosner.com gibson@teamrosner.com liu@teamrosner.com About Freedom Drain Cleaning Freedom Drain Cleaning and Pipe Services LLC is a professional commercial (95%) and residential (5%) plumbing service company. Freedom Drain Cleaning and Pipe Services sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-11013) on Oct. 28, 2022. In the petition signed by Israel J. Martinez, Jr., managing member, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Brendan L. Shannon oversees the case. Frederick B. Rosner, Esq., at The Rosner Law Group, LLC, is the Debtor's counsel. G.H. REID: Unsecureds Will Get 100% of Claims over 36 Months ------------------------------------------------------------ G.H. Reid Enterprises, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement in support of Chapter 11 Plan dated January 11, 2024. The Debtor is a Texas limited liability company founded in 2012. The Debtor's primary asset is real estate located at 6300 Dixie Drive, Houston, Texas that has two commercial buildings located on the real property (the "Property"). As of the Petition Date, the Debtor's property was encumbered by a Deed of Trust to RJMG, LLC and also by lien to Panacea Fund 1, LLC for ad valorem taxes on the Property. The Property is the collateral for the loans ("Loans"). Due to the pandemic, the Debtor had difficulties obtaining a new tenant. The Debtor obtained a replacement tenant in approximately May of 2023. The Debtor attempted to work with TRJMG on payments. The Debtor understood that it had an ability to make up the missed payments over time and was making payments and additional payments on the past due amounts. After making some payments for the missed payments, TRJMG apparently transferred the loan to RJMG. RJMG appears to be the same group of lenders. Even though the attorneys for both TRJMG and then RJMG led the Debtor to believe that an agreement would be worked out, RJMG notified the Debtor on the Friday before the foreclosure in November of 2023, that RJMG would move forward on the foreclosure. The Debtor then filed this bankruptcy case to stop the foreclosure. The Debtor filed for bankruptcy protection under Chapter 11 in order to protect and preserve the Property and its ability to pay creditors by enabling it to reorganize and restructure its financial affairs to fund operations and payments to creditors. In order to satisfy the lenders’ and other creditors' claims, the Debtor may continue to rent the Property, may market the Property for sale to a third party or may seek refinancing of claims from other lenders. The Debtor will continue to manage and operate the Property until any potential refinancing or sale is closed. The Debtor anticipates having sufficient income to pay the amounts to RJMG and to pay the expenses of the Property. Class 5 consists of Holders of Unsecured Claims. Allowed Unsecured Claims shall be paid 100% of the Allowed amount without interest in approximately equal quarterly payments during the first 36 months after the Effective Date. The first quarterly payment will be due and payable on the 5th Business Day of the first calendar quarter that is more than 30 days after the Effective Date and on the first Business Day of each respective calendar quarter thereafter. Class 5 Claims are impaired by the Plan. Class 6 consists of Insider General Unsecured Claims. Allowed Insider Unsecured Claims shall be paid 100% of the Allowed amount without interest in approximately equal quarterly payments after the claims in Class 5 are paid in full and starting approximately 36 months from the Effective Date. The first quarterly payment will be due and payable on the 5th Business Day of the first calendar quarter that is more than 36 months after the Effective Date and on the first Business Day of each respective calendar quarter thereafter; provided however, if the claims in Class 5 have been fully paid, then the Debtor may pay the claims in Class 6 at any time. Class 6 Claims are impaired by the Plan and are deemed to reject the Plan. Class 7 consists of Equity Interest Holders. The Class 7 Allowed Interests of the Equity Interest Holders shall be continued. Class 7 Interests are impaired by the Plan and are deemed to reject the Plan. The funds used for the repayment of Claims or other Distributions to be made under the Plan will come from the income generated from the Property, the new equity contribution, plus any other available funds or property that the Reorganized Debtor may otherwise possess on or after the Effective Date, including, without limitation, any such funds or property which may be provided through additional capital contributions, and the proceeds of any sale, refinancing, or other disposition of the Debtor's Assets. A full-text copy of the Disclosure Statement dated January 11, 2024 is available at https://urlcurt.com/u?l=z33Nps from PacerMonitor.com at no charge. Counsel for the Debtor: Reese W. Baker, Esq. Baker & Associates 950 Echo Lane, Ste. 300 Houston, TX 770024 Telephone: (713) 869-9200 Facsimile: (713) 869-9100 Email: courtdocs@bakerassociates.net About G.H. Reid Enterprises G.H. Reid Enterprises, LLC, is a Texas limited liability company founded in 2012. The Debtor filed a petition for Chapter 11 protection (Bankr. S.D. Texas Case No. 23-34381) on Nov. 7, 2023, with as much as $1 million in both assets and liabilities. Albert Ortiz, managing member, signed the petition. Judge Jeffrey P. Norman oversees the case. The Debtor tapped Reese W. Baker, Esq., at Baker & Associates, as legal counsel. GAUCHO GROUP: 2 Execs Receive 7,093 Shares Under Incentive Plan --------------------------------------------------------------- Gaucho Group Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that, in connection with the vesting of Restricted Stock Units, on December 31, 2023, the Company's CEO and CFO received a total of 7,093 shares pursuant to RSUs issued under the 2018 Equity Incentive Plan at a price per share of $11.16. For this sale of securities, no general solicitation was used, no commissions were paid, all persons were accredited investors, and the Company relied on the exemption from registration available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering. A Form D was filed with the SEC on March 30, 2023. 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 Sept. 30, 2023, the Company had $18.91 million in total assets, $11.02 million in total liabilities, and $7.89 million in total stockholders' equity. 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 its 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. GAUCHO GROUP: Grosses $60K From Private Placement ------------------------------------------------- Gaucho Group Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Dec. 29, 2023, pursuant to a private placement, the Company issued a total of 100,000 shares of common stock for gross proceeds of $60,000 at $0.60 per share. As previously reported on its Current Report on Form 8-K filed on Nov. 27, 2023, Gaucho Group commenced a private placement of shares of common stock for gross proceeds of up to $4,000,000 at a price per share which equals the Nasdaq Rule 5653(d) Minimum Price definition, but in no event at a price per share lower than $0.60. Pending approval by the stockholders at the Company's Special Meeting of Stockholders scheduled for Feb. 29, 2024, each investor in the Private Placement will be afforded certain anti-dilution protections for a period of 18 months following each closing of the Private Placement. If, during the 18-month period following each closing of the Offering, the Company issues or sells any shares of common stock of the Company other than in relation to that certain equity line of credit pursuant to the Common Stock Purchase Agreement dated Nov. 8, 2022 by and between the Company and Tumim Stone Capital LLC, then each participant in the Offering will automatically be issued such number of shares of common stock as is necessary to maintain the percentage ownership that such participant would have had if the Dilutive Issuance had not occurred. With respect to the issuance of any securities to the investor who is a party to the Securities Purchase Agreement dated Feb. 21, 2023 and the Convertible Promissory Note dated Feb. 21, 2023 as a result of Dilutive Issuances, participant shall not be entitled to any additional Dilutive Issuances beyond the initial Dilutive Issuance. Further, at such time that the participant disposes of its shares acquired in the Private Placement, all rights to any Dilutive Issuance shall cease. The Company presently intends to use the net proceeds from the Private Placement to extinguish debt, fund infrastructure development at Algodon Wine Estates, and for general working capital. The Company anticipates that the Private Placement will be completed within a month from date of commencement. The Private Placement is conducted pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated under the Securities Act. The shares are only offered to a small select group of accredited investors, as defined in Rule 501 of Regulation D, all of whom have a substantial pre-existing relationship with the Company. The Company will file a Form D within 15 days of the first date of sale. In connection with the vesting of Restricted Stock Units, on Dec. 31, 2023, the Company's CEO and CFO received a total of 7,093 shares pursuant to RSUs issued under the 2018 Equity Incentive Plan at a price per share of $11.16. 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 Sept. 30, 2023, the Company had $18.91 million in total assets, $11.02 million in total liabilities, and $7.89 million in total stockholders' equity. 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 its 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. GOTO GROUP: S&P Downgrades ICR to 'CCC+', Outlook Negative ---------------------------------------------------------- S&P Global Ratings lowered all its ratings on U.S.-based communications and collaboration software company GoTo Group Inc., including its issuer credit rating to 'CCC+' from 'B-'. S&P said, "At the same time we lowered our rating on its senior secured debt to 'CCC+' from 'B-'. The '3' recovery rating is unchanged. "We assigned a new management and governance (M&G) assessment of moderately negative to GoTo. The assignment of the M&G assessment follows the Jan. 7 publication of S&P Global Ratings' revised criteria for evaluating the credit risks presented by an entity's M&G framework. "The negative outlook reflects our view that GoTo faces high business execution risk to stabilize the business amid an increasing challenging and competitive collaboration market. We expect another year of negative FOCF, weak credit metrics, and limited prospects for significant improvement such that debt restructuring risks have increased. "GoTo's weak credit profile reduces operating flexibility to withstand unexpected business shortfalls. While we expect GoTo will have sufficient liquidity over the next 12 months, it will incur cash flow deficits after debt service and maintain elevated leverage in 2023 and 2024. The company's adjusted debt to EBITDA spiked to 9.3x as of Sept. 30, 2023, compared to 6.2x at the end of 2021. This coincides with peak demand for collaboration technologies amid the COVID-19 pandemic. We forecast leverage to remain elevated at about 9.6x in 2023 and 9.2x in 2024. Given business challenges, we believe material deleveraging will be difficult and any improvements to its credit profile will likely be modest over the next year or two. "We forecast negative FOCF of $45 million in 2023 and $25 million in 2024, and interest coverage of about 1.1x-1.3x. Since liquidity will continue to be pressured, the company could access its $250 million revolver expiring in 2025 to bridge cash deficits. We believe it has limited cushion under its springing net leverage covenant of 7.9x as of Sept. 30. Further business erosion may increase risk of a covenant breach if the revolver is drawn, provided the EBITDA base doesn't improve on a sustainable basis and outstanding amounts exceed the springing trigger of 35%. Given these credit metric pressures and limited prospects for meaningful improvement in the near term, we view GoTo's capital structure as unsustainable. "GoTo has a large recurring revenue base and serves large markets. However, we expect growth headwinds from the continued rapid erosion in core collaboration revenues where the market is highly competitive and the emerging revenue weakness at LastPass following a security incident. As a result, we view the timing for the reversal of revenue declines is uncertain. The company has a history of cost restructuring and may pursue further cost optimization to preserve profits. While GoTo will likely benefit somewhat from the roll-off of certain one-time costs related to the stand-up of LastPass as a siloed segment, improvements will be modest. We also expect significant debt service requirements will exacerbate revenue pressures. The company has annual debt interest expense of $265 million and term loan payments of $22 million. "The negative outlook reflects our view that GoTo faces high business execution risk to stabilize the business amid a more challenging and competitive collaboration market. We expect another year of negative FOCF and weak credit metrics with limited prospects for significant improvement such that debt restructuring risks have increased over the next 12 months." S&P could lower the rating if: -- A distressed debt transaction is more likely, such as an exchange or below-par redemption; or -- The company's FOCF and liquidity position weaken further because business challenges. Rating upside is unlikely over the next 12 months given the company's weak credit profile. S&P could consider a positive rating action if: -- S&P believes any distressed-like debt transaction risk is diminished; or -- Longer term, business trends stabilize and S&P views EBITDA expansion and free cash flow growth is sustainable such that leverage declines to well below 7x. HEALY CHIROPRACTIC: Unsecureds to Split $15K in Consensual Plan --------------------------------------------------------------- Healy Chiropractic and Wellness Center LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a First Amended Plan of Reorganization dated January 9, 2024. The Debtor is a Florida Limited Liability Company organized by Articles of Incorporation filed with the Florida Secretary of State on May 23, 2019, with an effective date of May 22, 2019. The Debtor is a full-service premiere chiropractic, physical therapy clinic, and medical gym services. The Debtor manages 2 clinics. One clinic is located in Winter Garden, Florida and the other clinic is located in Orlando, Florida. The Debtor's projected Disposable Income over the life of the Plan is $12,271.00. Class 7 consists of the Allowed Unsecured Claims against the Debtor. This Class is Impaired. * Consensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of $15,000.00. Payments will be made in equal quarterly payments of $1,250.00. Payments shall commence on the fifteenth day of the month, on the first month that begins more than ninety days after the Effective Date and shall continue quarterly for eleven additional quarters. Pursuant to Section 1191 of the bankruptcy Code, the value to be distributed to unsecured creditors is greater than the Debtor's projected disposable income to be received in the 3-year period beginning on the date that the first payment is due under the plan. Holders of Class 7 claims shall be paid directly by the Debtor. * Nonconsensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of its projected Disposable Income, $12,271.00. If the Debtor remains in possession, plan payments shall include the Subchapter V Trustee's administrative fee which will be billed hourly at the Subchapter V Trustee's then current allowable blended rate. Plan Payments shall commence on the fifteenth day of the month, on the first month that is one year after the Effective Date and shall continue annually for two additional years. The initial estimated annual payment shall be $6,156.00. Holders of Class 7 claims shall be paid directly by the Debtor. Class 8 consists of any and all equity interests and warrants currently issued or authorized in the Debtor. This Class is Unimpaired. Holders of a Class 8 interests shall retain their full equity interest in the same amounts, percentages, manner and structure as existed on the Petition Date. The Plan contemplates that the Reorganized Debtor will continue to operate the Debtor's business. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation, cash on hand as of Confirmation shall be available for Administrative Expenses. A full-text copy of the First Amended Plan dated January 9, 2024 is available at https://urlcurt.com/u?l=97xi0H from PacerMonitor.com at no charge. Attorneys for Debtor: Jeffrey S. Ainsworth, Esq. Jacob D. Flentke, Esq. Flentke Legal Consulting, PLLC, Of Counsel BransonLaw, PLLC 1501 E. Concord St. Orlando, FL 32803 Telephone: (407) 894-6834 Facsimile: (407) 894-8559 Email: jeff@bransonlaw.com jacob@bransonlaw.com About Healy Chiropractic Healy Chiropractic and Wellness Center, LLC is a full-service premiere chiropractic, physical therapy clinic, and medical gym services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04091) on Sept. 29, 2023, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Lori V. Vaughan oversees the case. Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC represents the Debtor as legal counsel. HIGH VALLEY: Unsecureds be Paid in Full or be Reinstated -------------------------------------------------------- High Valley Investments, LLC, and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for Joint Chapter 11 Plan dated January 9, 2024. The Debtors own real property and related assets in the states of Washington and Idaho. Specifically, the Debtors own investment properties (collectively, the "Properties") comprising unimproved land, a self-storage facility, a business park, various rental properties, and certain improved real property. The Debtors generate and receive cash from operation of the Properties, in part, by leasing certain of the Properties to third-party tenants, and the cash collected at each applicable Property is used to satisfy operating obligations and to make necessary debt service payments. In the ordinary course of business, the Debtors also improve and sell their Properties, the profits of which are used to further fund operations and fund other investment opportunities. A number of factors contributed to the Debtors' prepetition liquidity crises, including rising interest rates that impacted the real estate market and the ability of the Debtors to monetize investment properties, and the potential occurrence of a trigger event under the Prepetition Mortgage Loan, which, if determined to exist, would permit the Servicer to impose cash dominion restrictions. In addition, following the entry of the Judgment and the Charging Liens, RTC began a series of enforcement efforts, which included Cindi Edwards filing a motion (the "Receivership Motion") on August 11, 2023 to extend the scope of RTC's receivership to gain control over Scott Edwards, individually, and various Debtors and non-Debtor affiliates that Scott Edwards directly and indirectly owns, the majority of which are not subject to the Judgment. These efforts, along with the substantial litigation costs associated with the Apogee Litigation, further constricted the Debtors' liquidity. The Plan contemplates that the Debtors and their Estates will reorganize and continue operating as a going concern. The primary objective of the Plan is to maximize the value of recoveries to holders of Allowed Claims in accordance with the Bankruptcy Code and Plan. The Debtors assert that the Plan accomplishes this objective and is in the best interests of the Estates, and therefore seek to confirm the Plan. Class 4 consists of General Unsecured Claims. Except to the extent that a holder of an Allowed General Unsecured Claim agrees to different treatment, each holder of an Allowed General Unsecured Claim shall receive at the option of the Debtors or Reorganized Debtors, as applicable, in full and complete satisfaction, and release of and in exchange for such Allowed General Unsecured Claim, either (a) payment in full, in Cash, of the unpaid portion of the Allowed Amount of such Allowed General Unsecured Claim on, or as soon thereafter as is reasonably practicable, the later of the (i) Effective Date, (ii) first Business Day after the date that is 30 calendar days after the date a General Unsecured Claim becomes an Allowed Claim, or (iii) the date that such Allowed General Unsecured Claim becomes payable in the ordinary course of business; (b) Reinstatement of such holder's Allowed General Unsecured Claim; or (c) such other treatment as may render such holder's Allowed General Unsecured Claim Unimpaired. The allowed unsecured claims total $38,135. Class 7 consists of Interests in the Debtors. On the Effective Date, all Interests in the Debtors shall be Reinstated. Upon the effective date of the RTC Settlement Agreement and entry of the Confirmation Order, as applicable, the Debtors and Reorganized Debtors shall be authorized, pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, to consummate and implement any and all of the transactions contemplated under the RTC Settlement Agreement, in accordance with the RTC Settlement Agreement, the Approval Orders, the Plan, and the Confirmation Order. For the avoidance of doubt, the Reorganized Debtors will be bound by, and continue to operate under, the RTC Settlement Agreement. The Plan and distributions thereunder will be funded by existing Cash, the sale of certain of the Debtors' real property assets, and any financing or financial transactions that the Debtors may obtain following the Effective Date. A full-text copy of the Disclosure Statement dated January 9, 2024 is available at https://urlcurt.com/u?l=TutFXE from PacerMonitor.com at no charge. Counsel for the Debtors: Sean M. Beach, Esq. Edmon L. Morton, Esq. Allison S. Mielke, Esq. Shella Borovinskaya, Esq. Timothy R. Powell, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square, 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: sbeach@ycst.com About High Valley Investments High Valley Investments, LLC and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11616) on Sept. 27, 2023. In the petitions signed by John P. Madden, chief restructuring officer, High Valley disclosed up to $100,000 in estimated assets and up to $50 million in estimated liabilities. Judge Thomas M. Horan oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Gibson, Dunn & Crutcher LLP as special counsel; and Emerald Capital Advisors Corp. to provide a chief restructuring officer (CRO) and additional personnel. Stretto, Inc. is the administrative advisor. HUDSON PACIFIC: S&P Downgrades ICR to 'BB', Outlook Negative ------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Hudson Pacific Properties Inc. (HPP) to 'BB' from 'BB+'. The outlook is negative. S&P said, "We are lowering our issue-level rating on the company's senior unsecured notes with no subsidiary guarantees to 'BB+' from 'BBB-'. The recovery rating on this debt is '2'. "We are also lowering our issue-level rating on the company's preferred stock to 'B' from 'B+'. "Lastly, we have assigned a new Management & Governance (M&G) assessment of Neutral to HPP. This assignment follows the Jan. 7 publication of S&P Global Ratings' revised criteria for evaluating the credit risks presented by an entity's M&G framework. "The negative outlook reflects our view that sustained secular headwinds could pressure HPP's portfolio, as we anticipate material upcoming lease expirations and lower retention levels could negatively impact operating performance. We expect S&P Global Ratings-adjusted debt to EBITDA will improve modestly to the mid-8x area, with fixed charge coverage (FCC) maintained in the low to mid-2x area, over the next year. "HPP's material upcoming lease expirations, coupled with lower retention and weak office utilization, could pressure operating performance further given secular office headwinds and challenged West Coast market fundamentals. As of Sept. 30, 2023, HPP's office lease expirations represented 2.7% of annualized base rent (ABR) remaining in 2023, 15.0% in 2024, and 18.3% in 2025, totaling 36% over the next two years. We anticipate that re-leasing these spaces could pose a challenge over the next few years as tenants delay leasing decisions (when possible) amid a weakened macroeconomic environment. Moreover, as of third quarter 2023, the company's same-property office portfolio was just 81.3% occupied, an approximately 650 basis point drop from the prior year period and well below the average occupancy of our rated office REITs. "We believe lower retention rates and subpar office utilization in HPP's West Coast markets could pose modest additional pressure on occupancy over the next few years. Same-property net operating income (NOI) was relatively flat at 0.4% on a cash basis, largely due to significant office lease commencements at One Westside and Harlow. As a result of the challenged operating performance, we have revised our business risk assessment on HPP to fair from satisfactory. "If operating performance weakens further, we think upcoming refinancing could pose more of a challenge. Bond spreads on office REITs have widened materially over the past year as investors have been reluctant to invest further in office. Moreover, bank financing has also become materially more restrictive as banks are (in general) trying to reduce their exposure to commercial real estate (and office in particular). If HPP's occupancy levels continue to drop, we think access to capital may become even more constrained. "HPP's key credit metrics are weaker than previously anticipated, and we expect them to remain pressured with only modest improvement expected over the near term. As of Sept. 30, 2023, the company's S&P Global Ratings-adjusted debt to EBITDA was 9.7x, relatively unchanged from the prior year period (9.6x). Similarly, the company's S&P Global Ratings-adjusted FCC weakened to 1.9x, compared with 2.9x in the prior year period, driven by elevated interest rates. We expect modest improvement to the company's S&P Global Ratings-adjusted debt to EBITDA over the near term due to the sale of One Westside and Westside Two, a gradual recovery in NOI from the studio business, the stabilization of development projects, cash savings from the dividend suspension, and other cost-saving initiatives, with leverage improving to the mid-8x area. Furthermore, we expect the company's FCC could remain pressured as the company addresses debt maturities in a higher-for-longer interest rate environment. "We assigned a new M&G modifier assessment of 'Neutral' to HPP. The action follows the revision to our criteria for evaluating the credit risks presented by an entity's management and governance framework. The terms "management and governance" encompass the broad range of oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can impact an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis. "Our M&G assessment of Neutral reflects M&G practices that may have some positive aspects but are overall neutral for credit risk for HPP. "The negative outlook reflects our view that sustained secular headwinds could pressure HPP's portfolio, as we anticipate material upcoming lease expirations and lower retention levels will likely negatively impact operating performance. We expect that S&P Global Ratings-adjusted debt to EBITDA will improve modestly to the mid-8x area, with FCC maintained in the low to mid-2x area, over the next year." S&P could lower its ratings on the company by one notch if: -- The company's operating performance continues to deteriorate beyond S&P's base case projections, with total portfolio weighted-average leased rate and occupancy materially lower than peers; or -- S&P Global Ratings-adjusted debt to EBITDA fails to decline below 9.5x or FCC deteriorates below 1.9x over the next 12 months. S&P could revise the outlook to stable on HPP if: -- The company effectively manages upcoming lease expirations while maintaining occupancy near current levels; -- HPP executes on additional asset sales or successfully refinances upcoming maturities; and -- Credit protection measures are strengthened such that S&P Global Ratings-adjusted debt to EBITDA declines to and is sustained at or below 9x. HULSEY CONTRACTING: Case Summary & Five Unsecured Creditors ----------------------------------------------------------- Debtor: Hulsey Contracting, Inc. 1370 Dodson Way Riverside, CA 92507 Business Description: Hulsey Contracting is a commercial roofing and painting company based in Redlands & Madera California. Chapter 11 Petition Date: January 14, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-10151 Judge: Hon. Magdalena Reyes Bordeaux Debtor's Counsel: Todd Turoci, Esq. THE TUROCI FIRM 3845 Tenth Street Riverside, CA 92501 Tel: (888) 332-8362 Fax: (866) 762-0618 Email: mail@theturocifirm.com Total Assets: $920,614 Total Liabilities: $3,564,801 The petition was signed by Roberto Hulsey as president. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EU6XE4A/Hulsey_Contracting_Inc__cacbke-24-10151__0001.0.pdf?mcid=tGE4TAMA HUMANIGEN INC: Hits Chapter 11 Bankruptcy ----------------------------------------- Steven Church of Bloomberg News reports that Humanigen Inc., a drug developer that raised money to treat severe Covid patients, filed for bankruptcy after its leading product was rejected by regulators. The company, based in Burlingame, California, listed assets of $521,000 and debt of more than $44 million in its Chapter 11 petition; the company had previously filed bankruptcy in 2015 Humanigen will try to sell itself while under court protection, it said in court papers filed in Wilmington, Delaware. The company failed to win regulatory approval for anti-inflammatory immunology drug called lenzilumab, which was being tested as a treatment for certain patients hospitalized with Covid-19. About Humanigen Inc. Based in Brisbane, Calif., Humanigen, Inc. (OTCQB: HGEN), formerly known as KaloBios Pharmaceuticals, Inc. -- http://www.humanigen.com/-- is a clinical stage biopharmaceutical company, developing its portfolio of proprietary Humaneered anti-inflammatory immunology and immuno-oncology monoclonal antibodies. The Company's proprietary, patented Humaneered technology platform is a method for converting existing antibodies (typically murine) into engineered, high-affinity human antibodies designed for therapeutic use, particularly with acute and chronic conditions. The Company has developed or in-licensed targets or research antibodies, typically from academic institutions, and then applied its Humaneered technology to optimize them. The Company's lead product candidate, lenzilumab, and its other product candidate, ifabotuzumab ("iFab"), are Humaneered monoclonal antibodies. Humanigen, Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10003) on Jan. 3, 2024. In the petition filed by Ronald Barliant as independent director, the Debtor reports assets of $521,000 and liabilities of $44,131,000. Potter Anderson & Corroon LLP is the Debtor's counsel. SC&H Group, Inc., is the Debtor's investment banker. INFINITY PHARMACEUTICALS: Unsecureds Will Get 73% of Claims ----------------------------------------------------------- Infinity Pharmaceuticals, Inc. and Infinity Discovery, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for the Joint Plan of Liquidation dated January 11, 2024. Infinity Pharmaceuticals, Inc. is a company whose stock has historically traded on the Nasdaq Global Market. It conducts its business through itself and its wholly-owned operating subsidiary, Infinity Discovery, Inc. The Debtors are a research and clinical-development stage biopharmaceutical company with a focus on developing novel drugs for the treatment of cancer. Historically, the Debtors have developed two categories of drug programs, the patidegib program and the duvelisib and eganelisib programs. Infinity is a publicly traded company with 92,160,228 common shares outstanding and trading on the Nasdaq exchange as of the Petition Date. There are no classes of stock outstanding other than common stock. There are 10,330,263 options to purchase Infinity stock outstanding as of the Petition Date. The weighted average exercise price of the options is $2.35 per share. All of the outstanding options are significantly out of the money with Infinity shares closing at $0.097/share as of September 5, 2023. As of the Petition Date, Infinity held approximately $4.6 million in cash in its deposit and investment accounts, consistent with its historic practices, except that following the Petition Date, substantially all of the Debtors' cash is held in a deposit account by Infinity Discovery, Inc. The Debtors have no funded indebtedness, no liens on any of their cash, and no person or entity can claim that the Debtors' cash is collateral for any indebtedness. The Debtors have been using their cash to finance these Chapter 11 Cases and the wind-down of its remaining business, and will distribute any excess cash to its stakeholders through the Plan. Pursuant to the Sale Motion and Bid Procedures Order, SSG continued to market the Debtors' assets. Ultimately, the Debtors received 2 Qualified Bids for the Assets. Consistent with the Bidding Procedures Order, the Debtors, in their business judgment, determined that it was not in the best interest of their estates and creditors to conduct an Auction and the Debtors selected Deerfield Healthcare Innovations Fund III, L.P. as the Successful Bidder and Crimson Biopharm Inc. as the Back-Up Bidder. On December 8, 2023, the Court approved the Sale to Deerfield. The Debtors propose to liquidate under chapter 11 of the Bankruptcy Code. Under chapter 11, a debtor may reorganize or liquidate its businesses for the benefit of its stakeholders. The consummation of a chapter 11 plan of liquidation is the principal objective of this Chapter 11 Case. A chapter 11 plan sets forth how a debtor will treat claims and equity interests. Generally speaking, the Plan: * provides the vesting of all Available Cash and Retained Causes of Action (including Avoidance Actions) in the Liquidation Trustee, for the purpose of distribution to holders of Claims; * designates a Liquidation Trustee to wind down the Debtors' affairs, prosecute, continue or settle certain Retained Causes of Action, pay and reconcile Claims, and administer the Plan and Liquidation Trust in an efficacious manner; and * provides for 100 percent recoveries for holders of Administrative Claims, Secured Tax Claims, Priority Tax Claims, Other Priority Claims and Other Secured Claims. Class 4 consists of General Unsecured Claims. Except to the extent that a holder of an Allowed General Unsecured Claims agrees to less favorable treatment, in exchange for full and final satisfaction, settlement, and release of each Allowed General Unsecured Claim, each holder of such Allowed General Unsecured Claim shall receive its pro rata share of the Beneficial Trust Interests, which Beneficial Trust Interests shall entitle the holders thereof to receive their pro rata share of the Liquidation Trust Assets. The allowed unsecured claims total $4,169,820. This Class will receive a distribution of 73% of their allowed claims. Holders of Interests in the Debtors will receive no distribution under the Plan. Distributions under the Plan on account of the Beneficial Trust Interests will be funded by the Liquidation Trust Assets. All other distributions under the Plan, other than distributions on account of Beneficial Trust Interests, will be funded by the Liquidation Trust Claims Reserve, or the Professional Fee Claims Reserve. On the Effective Date, the Debtors shall fund the Liquidation Trust Claims Reserve, the Liquidation Trust Expense Reserve, and Professional Fee Claims Reserve, in full in Cash. A full-text copy of the Disclosure Statement dated January 11, 2024 is available at https://urlcurt.com/u?l=tw0S25 from Stretto, claims agent. Counsel to the Debtors: Matthew B. McGuire, Esq. Matthew R. Pierce, Esq. Joshua B. Brooks, Esq. LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Telephone: (302) 467-4416 Email: mcguire@lrclaw.com About Infinity Pharmaceuticals, Inc. Infinity is a research and clinical-development stage biopharmaceutical company with a focus on developing novel drugs for the treatment of cancer. On Sept. 29, 2023, Infinity Pharmaceuticals Inc. and Infinity Discovery Inc. filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11640). The Debtors listed $21,232,000 in assets and $58,638,000 in liabilities. The petitions were signed by Seth A. Tasker as chief executive officer. The Debtors tapped Landis Rath & Cobb LLP as bankruptcy counsels. Sonoran Capital Advisors LLC is the Debtors' financial advisor. Wilmer Cutler Pickering Hale and Dorr LLP is the Debtors' special corporate counsel. SSG Advisors LLC is the Debtors' investment banker. Stretto Inc. is the Debtors' notice and claims agent. INSTANT BRANDS: Feb. 15 Plan & Disclosure Statement Hearing Set --------------------------------------------------------------- Instant Brands Acquisition Holdings Inc. and Its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a Combined Disclosure Statement and Joint Chapter 11 Plan of Reorganization. On Jan. 11, 2024, Judge Marvin Isgur conditionally approved the Disclosure Statement and ordered that: * Feb. 15, 2024 at 8:00 a.m. is the Combined Hearing, at which time the Court will consider, among other things, the approval of the Disclosure Statement on a final basis and confirmation of the Plan. * Feb. 8, 2024, at 4:00 p.m. is fixed as the last day to deliver ballots in order to be counted as votes to accept or reject the Plan. * Feb. 8, 2024, at 4:00 p.m. is fixed as the last day to file objections to final approval of the Disclosure Statement or the confirmation of the Plan. A copy of the order dated January 11, 2024 is available at https://urlcurt.com/u?l=55unDq from Epiq Corporate Restructuring, LLC, claims agent. Counsel to the Debtors: Charles A. Beckham, Jr., Esq. Arsalan Muhammad, Esq. David A. Trausch, Esq. HAYNES AND BOONE, LLP 1221 McKinney Street, Suite 4000 Houston, TX 77010 Tel: (713) 547-2000 E-mail: charles.beckham@haynesboone.com arsalan.muhammad@haynesboone.com david.trausch@haynesboone.com - and - Brian M. Resnick, Esq. Steven Z. Szanzer, Esq. Joanna McDonald, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Ave. New York, NY 10017 Tel: (212) 450-4000 E-mail: brian.resnick@davispolk.com steven.szanzer@davispolk.com joanna.mcdonald@davispolk.com About Instant Brands Instant Brands designs, manufactures and markets a global portfolio of innovative and iconic consumer lifestyle brands: Instant, Pyrex, Corelle, Corningware, Snapware, Chicago Cutlery, ZOID and Visions. Instant Brands Holdings Inc. and Instant Brands Inc., and their affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90716) on June 12, 2023. In the petition signed by Adam Hollerbach, chief restructuring officer, the Debtors disclosed up to $1 billion in both assets and liabilities. Judge David R. Jones oversees the case. Davis Polk & Wardwell LLP's Brian M. Resnick, Steven Z. Szanzer and Joanna McDonald serve as counsel to the Debtors. The Debtors also tapped Haynes and Boone, LLP as Texas counsel, Stikeman Elliott LLP as Canadian counsel, AlixPartners, LLP as financial advisor, Guggenheim Securities LLC as investment banker, and Epiq Corporate Restructuring, LLC as claims, noticing, agent, solicitation and administrative advisor. DLA Piper LLP (US) serves as counsel to the Official Committee= of Unsecured Creditors. Ropes & Gray LLP serves as counsel to the DIP Lenders, and Moelis & Company LLC and Ankura Consulting Group, LLC act as advisors to the Term DIP Secured Parties. Skadden, Arps, Slate, Meagher & Flom LLP and Norton Rose Fulbright and Norton Rose Fulbright Canada LLP serve as counsel and FTI Consulting as financial advisor to the ABL DIP Secured Parties. Kramer Levin Naftalis & Frankel LLP serves as counsel to Cornell Capital. INVERSIONES LATIN AMERICA: Prepack Reorganization Plan Okayed ------------------------------------------------------------- Rick Archer of Law360 reports that a New York bankruptcy judge Wednesday, January 3, 2023, approved Inversiones Latin America Power Ltda.'s prepackaged plan to restructure $391 million in debt a little over a month after the Chilean wind power company entered Chapter 11. About Inversiones Latin America Inversiones Latin America Power Ltda. is a clean energy company that owns and operates wind generation plants with an aggregate installed capacity of 239.2 megawatts (MW) and is engaged in the generation of electricity business in northern Chile. Inversiones owns and operates two wind farm projects: (1) a 193.2 MW facility located in Freirina, Vallenar in the region of Atacama (the "San Juan Project"), currently the second largest wind farm project by capacity in Chile, and (2) a 46.0 MW facility located in Canela, in the region of Coquimbo (the "Totoral Project"). The San Juan Project has been fully operational since March 2017 and the Totoral Project has been fully operational since January 2010. Both wind projects are located in areas characterized for their strong and highly predictable wind resource. Inversiones Latin America Power Ltda. and affiliates San Juan S.A. and Norvind S.A. sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 23-11891) on Nov. 30, 2023. Inversiones estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. The Hon. Judge John P. Mastando III is the case judge. The Debtors tapped GREENBERG TRAURIG, LLP as counsel, and LAZARD FRERES & CO. LLC as investment banker. BARROS, SILVA, VARELA & VIGIL ABOGADOS LIMITADA is the Chilean legal advisor. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. JLM COUTURE: Files Plan for Bankruptcy Exit in February ------------------------------------------------------- Emlyn Cameron of Law360 reports that JLM, a wedding dress designer and manufacturer, has announced its plan to reorganize and emerge from bankruptcy in February in Delaware, saying the company would pay off its secured creditors in full, preserve equity holdings. JLM Couture, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a Subchapter V Plan of Reorganization dated January 2, 2024. Under the Plan, the Debtor will devote all of its projected disposable income toward the payment of creditors. Equity interest holders will maintain existing Equity interest. An initial hearing on the Debtor's Plan schedule is slated for Jan. 24, 2024, at 2:00 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #6, Wilmington, Delaware. About JLM Couture JLM Couture -- https://www.jlmcouture.com/ -- is a multi-label bridal house engaged in the design, manufacture, and distribution of bridal gowns and bridesmaids dresses. The company's bridal gown collections are Alvina Valenta, Hayley Paige, Blush by Hayley Paige, Jim Hjelm, Lazaro, Tara Keely, Ti Adora, and Allison Webb. The bridesmaid collection is Hayley Paige Occasions. JLM shares are traded over the counter. The Debtor's President and CEO, Joseph L. Murphy, owns 64% of the shares of the company. JLM Couture filed its voluntary petition for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case No. 23-11659) on Oct. 2, 2023, with $2,850,196 in total assets and $2,115,305 in total liabilities. Joseph L. Murphy, president, signed the petition. Judge J. Kate Stickles oversees the case. The Debtor tapped Cross & Simon, LLC as its legal counsel. JO-ANN STORES: Moody's Cuts CFR to 'Caa3', Outlook Negative ----------------------------------------------------------- Moody's Investors Service downgraded Jo-Ann Stores LLC's corporate family rating to Caa3 from Caa2, its probability of default rating to Caa3-PD from Caa2-PD and its senior secured first lien term loan B1 to C from Caa2. The outlook is maintained at negative. Its speculative grade liquidity rating (SGL) remains at SGL-4. The downgrades reflects Moody's view that Jo-Ann's credit metrics will remain weak despite expected improvement in its cost structure as the consumer environment continues to be challenging. Jo-Ann's is also contending with higher interest costs the given variable nature of its debt obligations, albeit mitigated by certain swaps, and the addition of its FILO term loan (unrated). The downgrade also reflects governance considerations including the high likelihood of a distressed exchange given its unsustainably high leverage and its private equity ownership. Although Jo-Ann's nearest debt maturity is not until its credit facility matures in 2026, funded debt/EBITDA is expected to be well in excess of 10x through the end of fiscal 2025. Jo-Ann's speculative grade liquidity rating (SGL) remains at SGL-4 which reflects weak liquidity. Although Jo-Ann's operating performance is expected to improve as cost savings are realized and the recent $34.5 million in proceeds from its sale leaseback of its Ohio facility, liquidity is expected to remain weak given Jo-Ann's high level of interest expense and mandatory term loan amortization, reduced revolver availability and limited cushion to meet its financial maintenance covenant should it be tested. In addition, the company's level of free cash flow is reliant on its ability to manage working capital. Revolver availability was around $74.5 million during in the third quarter of fiscal 2024 excluding usage to invoke testing of its fixed charge coverage ratio. RATINGS RATIONALE Jo-Ann's Caa3 corporate family rating reflects the high likelihood of a distressed exchange given Jo-Ann's currently very high leverage and financial sponsor ownership. Jo-Ann's operating performance has been challenged since the latter half of 2021 as freight costs dramatically increased and higher costs were incurred to secure product on a timely basis. Despite costs coming down, demand for its products remains vulnerable as consumers contend with higher absolute prices and an uncertain economic environment. Although the company is making significant efforts to improve its cost structure with $225 million of savings identified, funded debt/reported EBITDA is expected to remain unsustainable. Despite being a public company, Jo-Ann is majority owned by a financial sponsor and completed a distressed exchange in 2020. The company's liquidity is weak as negative free cash flow in fiscal 2024 has left its revolver (unrated) borrowings elevated at approximately $406.5 million at the end Q3 2023. The negative outlook reflects the risk that although EBITDA is expected to improve as elevated freights costs and product costs subside and cost savings are realized, it will remain well below historical levels. The outlook also reflects the increased risk that liquidity will remain weak and increases the risk its unsustainable capital structure is addressed through a distressed exchange. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded to the extent top line growth consistently grows, and operating margins revert toward pre-pandemic levels as liquidity improves, which enhances recoveries and lowers the risk of default. Ratings could be downgraded if liquidity deteriorates further for any reason or if the probability of default, including a financial restructuring or distressed exchange, increases for any reason or expected overall recovery levels decline. JOANN, Inc. (formerly Jo-Ann Stores Holdings Inc.) is the parent company of Jo-Ann Stores LLC. and a leading retailer of fabrics and craft supplies offering a wide range of products for quilting, apparel, craft and home decor sewing. Jo-Ann operates 829 retail stores in 49 states as of October 28, 2023. Revenue for the latest twelve months ended October 28, 2023 was approximately $2.16 billion. JOANN, Inc. is a publicly traded company on the NASDAQ under the symbol "JOAN" and is majority owned by affiliates of Leonard Green & Partners, L.P. which owns in excess of 66% of its equity. The principal methodology used in these ratings was Retail and Apparel published in November 2023. KASPIEN HOLDINGS: Files Form 15 to Voluntarily Deregister Stock --------------------------------------------------------------- Kaspien Holdings Inc. filed a Form 15 with the Securities and Exchange Commission notifying the termination of registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934. As of Jan. 8, 2024, there were 79 holders of record of the Company's common shares. About Kaspien Holdings Headquartered in Spokane, WA, Kaspien Holdings Inc. (f/k/a Trans World Entertainment Corporation) (NASDAQ: KSPN) -- www.kaspien.com -- is a global e-commerce accelerator that deploys AI-driven software and end-to-end services to optimize and grow brands on Amazon, Walmart, Target, eBay, and other online marketplaces. The company utilizes a variety of automated and artificial intelligence powered solutions supporting brand protection services, logistics optimization, automated pricing, budget forecasting, campaign bid automation, dayparting, and much more. Kaspien Holdings said in its Quarterly Report for the period ended Sept. 30, 2023, that the ability of the Company to meet its liabilities and to continue as a going concern is dependent on improved profitability, the strategic initiatives for Kaspien and the availability of future funding. Based on recurring losses from operations, negative cash flows from operations, the expectation of continuing operating losses for the foreseeable future, and uncertainty with respect to any available future funding, the Company has concluded that there is substantial doubt about the Company's ability to continue as a going concern. KIDDE-FENWAL: Wants to Name Future Claims Representative in Ch. 11 ------------------------------------------------------------------ Yun Park of Law360 reports that fire-suppression system company Kidde-Fenwal Inc. has moved to appoint a future claims representative in its Delaware Chapter 11 case to represent the interests of those with injury claims arising from the debtor's use of firefighting foam containing dangerous PFAS, so-called forever chemicals. 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. LORDSTOWN MOTORS: Ex-BakerHostetler Attorney Returns After Ch. 11 ----------------------------------------------------------------- Aaron West of Law360 reports that a former BakerHostetler partner who left the firm to serve as general counsel during a rocky time at now-defunct Lordstown Motors Corp. rejoined Thursday, January 4, 2024, as a partner in the firm's business practice group following the electric-vehicle maker filing for bankruptcy last 2023. About Lordstown Motors Corp. Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- is an electric vehicle OEM developing innovative light duty commercial fleet vehicles, with the Endurance all electric pickup truck as its first vehicle. It has engineering, research and development facilities in Farmington Hills, Mich. and Irvine, Calif. On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases are pending before Judge Mary F. Walrath. The Debtors tapped White & Case, LLP and Richards, Layton & Finger, P.A., as bankruptcy counsels; Baker & Hostetler, LLP as special counsel; Jefferies, LLC as investment banker; KPMG, LLP as auditor; and Silverman Consulting as restructuring advisor. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Troutman Pepper Hamilton Sanders, LLP, as legal counsel and Huron Consulting Group Inc. as financial advisor. LOYALTY VENTURES: AB Active ETF Virtually Writes Off Loan --------------------------------------------------------- AB High Yield ETF (NYSE: HYFI) has marked its $115,000 loan extended to Loyalty Ventures, Inc. to market at $576 or 5% of the outstanding amount, as of Oct. 31, 2023, according to AB Active ETFs' Form N-CSR report for the fiscal year ended October 31, 2023, filed with the Securities and Exchange Commission. HYFI is a participant in a bank loan to Loyalty Ventures, Inc. The loan accrues interest at a rate of 14.000% (PRIME 3 Month + 5.50%) per annum. The loan matures on November 3, 2027. HYFI said the loan is in default. The AB Active ETFs is registered under the Investment Company Act of 1940 as an open-end management investment company. The Corporation, which is a Maryland corporation, operates as a series company comprised of six funds currently in operation. Each fund is considered to be a separate entity for financial reporting and tax purposes. The N-CSR report relates only to the AB High Yield ETF, which commenced investment operations on May 15, 2023. At meetings held on January 31 - February 1, 2023, the Fund's Board of Directors approved the reorganization of AB High Yield Portfolio, a portfolio of AB Bond Fund, Inc. into the Fund, to be managed by AllianceBernstein L.P. Pursuant to an Agreement and Plan of Acquisition and Termination, the Acquired Portfolio was converted into an ETF, the Fund with the same investment objective, and the same investment policies and investment strategies as the Acquired Portfolio on the closing date of the Conversion, May 12, 2023. AB Active ETFs may be reached at: Stephen M. Woetzel AllianceBernstein L.P. 1345 Avenue of the Americas New York, NY 10105 About Loyalty Ventures Headquartered in Dallas, Texas, Loyalty Ventures Inc. was a provider of tech-enabled, data-driven consumer loyalty solutions and reward programs. Loyalty Ventures and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90111) on March 10, 2023. As of Sept. 30, 2022, Loyalty Ventures had $1,591,218,000 in total assets against $1,980,850,000 in total liabilities. Judge Christopher Lopez oversees the cases. The Debtors tapped Akin Gump Strauss Hauer & Feld, LLP and Jackson Walker, LLP as U.S. bankruptcy counsels; PJT Partners, LP as investment banker; Alvarez & Marsal North America, LLC, as restructuring advisor; and Kroll Restructuring Administration, LLC as claims, noticing and solicitation agent. Cassels Brock & Blackwell, LLP serves as Canadian legal counsel to LoyaltyOne while Alvarez & Marsal Canada ULC serves as LoyaltyOne's Canadian financial and restructuring advisor. Bank of America, N.A. is the administrative agent and collateral agent under a 2021 Credit Agreement that consisted of a $175 million term A loan facility; a $500 million term B loan facility; and a $150 million revolving credit facility. Bank of America tapped Haynes and Boone, LLP as legal counsel and FTI Consulting, Inc. as financial advisor. The Ad Hoc Group of Term B Loan Lenders retained Gibson Dunn & Crutcher, LLP as counsel and Piper Sandler & Co as investment banker. * * * In April 2023, Loyalty Ventures Inc. won bankruptcy court approval of a wind-down plan that proposed the formation of a creditor trust in the U.S. and contemplated a $160 million sale of the company's Canadian Air Miles reward program to Bank of Montreal. MERCURITY FINTECH: Apollo Multi-Asset Acquires 23.433% Equity Stake ------------------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, Apollo Multi-Asset Growth Fund disclosed that as of Nov. 30, 2023, it beneficially owned 14,251,781 ordinary shares of Mercurity Fintech Holding Inc., representing 23.433% of the Shares outstanding. On Nov. 30, 2023, Apollo Multi-Asset Growth Fund entered into a Securities Purchase Agreement with Mercurity, pursuant to which Apollo Multi-Asset Growth Fund acquired 14,251,781 ordinary shares (pre-share consolidation) and warrants to purchase 42,755,344 ordinary shares (pre-share consolidation) of the Issuer for US$6,000,000 from the investment fund. The agreement completed on Dec. 7, 2023. The principal business of Apollo Multi-Asset Growth Fund is to obtain capital gain through investment. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1527762/000109991024000018/sc13d.htm About Mercurity Formerly known as JMU Limited, Mercurity Fintech Holding Inc. is a digital fintech company with subsidiaries specializing in distributed computing and digital consultation across North America and the Asia-Pacific region and is in the process of applying for FINRA approval to add brokerage services to its business. The Company's focus is on delivering innovative financial solutions while adhering to principles of compliance, professionalism, and operational efficiency. Its aim is to contribute to the evolution of digital finance by providing secure and innovative financial services to individuals and businesses. Mercurity reported a net loss of US$5.63 million in 2022, compared to a net loss of US$21.66 million in 2021. As of June 30, 2023, the Company has US$30,078,695 in total assets, US$11,052,529 in total liabilities, and US$19,026,166 in total shareholders' equity. In its unaudited financial report for the six months ended June 30, 2023, Mercurity disclosed it had an accumulated deficit of approximately $670 million as of June 30, 2023 and had a net loss of approximately $2.55 million for the six months ended June 30, 2023. The Company has incurred recurring operating losses and negative cash flows from operating activities and has an accumulated deficit, management has determined that these conditions raise substantial doubt about the Company's ability to continue as a going concern. METAL CHECK: Unsecured Creditors to be Paid in Full in Plan ----------------------------------------------------------- Metal Check, Inc., and Diana Kay Salazar submitted an Amended Plan of Reorganization for Small Business. The Debtor is an Oklahoma Corporation doing business as a scrap yard since 1989; it purchases scrap metal from customers and resells the metal to companies that recycle the metal. Debtor's business is located in Oklahoma City, Oklahoma. Debtor's sole shareholder, Diana Salazar, is currently the debtor in a related case, In re Salazar, No. 23-11280. The real estate upon which Debtor operates its business, located at 5700 S High Ave, Oklahoma City, Oklahoma, is owned by Diana Salazar, who leases such property to Debtor. Debtor's Chapter 11 filing was precipitated by the theft of approximately $500,000 from Debtor's ATM during 2022; Debtor has otherwise operated at a profit and timely paid its creditors since 1989. The final Plan payment is expected to be paid on November, 2027. Class 3 consists of on-priority unsecured creditors that filed timely unsecured claims. Class to be paid in full at zero percent interest beginning in February, 2025. This Class is impaired. * MA+ Architechture has a claim amount of $33,085.85 and shall receive a monthly payment of $689.28. * Geomet Recycling, LLC has a claim amount of $106,506.80 and shall receive a monthly payment of $2,218.89. * IOU Central Inc. has a claim amount of $139,752.48 and shall receive a monthly payment of $2,911.57. * Alliance Funding Group (Claim No. 7) has a claim amount of $32,789.94 and shall receive a monthly payment of $683.12. * Alliance Funding Group (Claim No. 8) has a claim amount of $24,052.22 and shall receive a monthly payment of $501.08. * Alliance Funding Group (Claim No. 9) has a claim amount of $31,260.48 and shall receive a monthly payment of $651.26. * Alliance Funding Group (Claim No. 10) has a claim amount of $14,398.55 and shall receive a monthly payment of $299.96. * Total Quality Logistics has a claim amount of $1,487.21 and shall receive a monthly payment of $30.98. * Zurich American Ins. Co. has a claim amount of $1 and shall receive a monthly payment of $1. * ODK Capital (Claim No. 13) has a claim amount of $33,376.22 and shall receive a monthly payment of $695.33. * ODK Captial (Claim No. 14) has a claim amount of $52,884.27 and shall receive a monthly payment of $1,101.75. * Financial Pacific Leasing has a claim amount of $95,254.15 and shall receive a monthly payment of $1,984.46. * Trilink Restoration Svcs LLC has a claim amount of $7,387.40 and shall receive a monthly payment of $153.90. * Regions Bank dba Ascentium Capital (Claim No. 17) has a claim amount of $23,786.22 and shall receive a monthly payment of $495.54. * Regions Bank dba Ascentium Capital (Claim No. 18) has a claim amount of $3,496.79 and shall receive a monthly payment of $72.84. * CompSource Mutual Ins. Co. has a claim amount of $164,143.12 and shall receive a monthly payment of $3,419.64. * Commercial Metals Co. has a claim amount of $43,469.14 and shall receive a monthly payment of $905.60. Class 5 consists of Equity Interest of sole shareholder Diana Salazar. Payment of $25,000.00 to be made on February 1, 2024. Balance of claim to be paid pursuant to an Agreed Consent Order to be executed by Debtor and DEQ at a later date. Metal Check, Inc., will continue to be managed by sole shareholder Diana Salazar. Metal Check, Inc. will make monthly payments as described directly to creditors. The plan will be funded with future income from Metal Check, Inc. Diana Salazar is paid $3,600 per month in employee compensation to manage the business. Ms. Salazar's son, Tyler Utt, is also employed by Metal Check and is paid $1,800 per week. Keith Eidson assists in managing operations and with Ms. Salazar's health and mobility issues. His compensation varies depending on his hours, and is normally between $2,500 and $5,000 per month. A full-text copy of the Amended Plan of Reorganization dated January 9, 2024 is available at https://urlcurt.com/u?l=MLmY3Y from PacerMonitor.com at no charge. Attorney for Debtor: Mike Rose, Esq. MICHAEL J ROSE PC 4101 Perimeter Center Drive, Suite 120 Oklahoma City, OK 73112 Tel: (405) 605-3757 Fax: (405) 605-3758 Email: mrose@coxinet.net About Metal Check Metal Check, Inc., a company in Oklahoma City, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 23-11279) on May 16, 2023, with $841,675 in assets and $2,033,069 in liabilities. Stephen Moriarty, Esq., at Fellers Snider Blankenship Bailey & Tippens, PC has been appointed as Subchapter V trustee. Judge Janice D. Loyd oversees the case. The Debtor tapped Christopher Wood, Esq., at Christopher A. Wood & Associates, P.C. as legal counsel and Mark D. Cain P.C. as accountant. Mike Rose, Esq, of Michael J Rose PC wil replace Mr. Woods and Christopher A. Wood & Associates, P.C. MINIM INC: Incurs $6.8 Million Net Loss in Third Quarter -------------------------------------------------------- Minim, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $6.82 million on $6.70 million of net sales for the three months ended Sept. 30, 2023, compared to a net loss of $4.06 million on $13.83 million of net sales for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $16.49 million on $24.64 million of net sales, compared to a net loss of $11.03 million on $40 million of net sales for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $15.28 million in total assets, $15.14 million in total liabilities, and $135,637 in total stockholders' equity. Minim said, "The Company's operations have historically been financed through the issuance of common stock and borrowings. Since inception, the Company has incurred significant losses and negative cash flows from operations. During the nine months ended September 30, 2023, the Company incurred a net loss of $16.5 million and had positive cash flows from operating activities of $3.7 million. As of September 30, 2023, the Company had an accumulated deficit of $91.3 million and cash and cash equivalents of $0.5 million. The Company implemented cost reduction plans to align its cost structure to its sales and increase its liquidity. The Company will continue to monitor its cost in relation to its sales and adjust its cost structure accordingly. The Company's financial position and operating results raise substantial doubt about the Company's ability to continue as a going concern. The Company believes it does not have sufficient resources through its cash and cash equivalents, other working capital and borrowings under its SVB line-of-credit to continue as a going concern through at least one year from the issuance of these financial statements." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001467761/000149315224001659/form10-q.htm About Minim Inc. Minim Inc. was founded in 1977 as a networking company and now delivers intelligent software to protect and improve the WiFi connections. Headquartered in Manchester, New Hampshire, Minim holds the exclusive global license to design, manufacture, and sell consumer networking products under the Motorola brand. The Company designs and manufactures products including cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over Coax adapters and mesh home networking devices. Minim reported a net loss of $15.55 million in 2022 following a net loss of $2.20 million in 2021. In its Quarterly Report for the three months ended June 30, 2023, Minim said that it has incurred significant losses and negative cash flows from operations since inception. During the nine months ended June 30, 2023, the Company incurred a net loss of $9.7 million and had positive cash flows from operating activities of $2.5 million. As of June 30, 2023, the Company had an accumulated deficit of $84.5 million and cash and cash equivalents of $0.3 million. The Company implemented cost reduction plans to align its cost structure to its sales and increase its liquidity. The Company will continue to monitor its cost in relation to its sales and adjust its cost structure accordingly. The Company said its financial position and operating results raise substantial doubt about its ability to continue as a going concern. MISHI LOGISTICS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Mishi Logistics, Inc. 217 Haman Road Inverness, IL 60010 Chapter 11 Petition Date: January 15, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-00484 Judge: Hon. A Benjamin Goldgar Debtor's Counsel: Joshua D. Greene, Esq. SPRINGERLARSENGREENE, LLC 300 S. County Farm Road Suite G Wheaton, IL 60187 Tel: 630-510-0000 Fax: 630-510-0004 Email: jgreene@springerbrown.com Total Assets: $683,853 Total Liabilities: $1,959,767 The petition was signed by Kami Kalt 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/RFJNMDA/Mishi_Logistics_Inc__ilnbke-24-00484__0001.0.pdf?mcid=tGE4TAMA NATURALSHRIMP INC: Investor Buys $110K Series G Preferred Shares ---------------------------------------------------------------- NaturalShrimp Incorporated disclosed in a Form 8-K filed with the Securities and Exchange Commission that it entered into a securities purchase agreement with an investor on Dec. 14, 2023. Pursuant to the SPA, the Investor purchased 110 shares of newly created Series G Convertible Preferred Shares with a purchase price equal to $1,000 for each purchased Preferred Share, or for total proceeds of $110,000. The Investor also received 35 Preferred Shares as an additional equity incentive as part of the Initial Closing. Following the Initial Closing, the Company and Investor shall mutually agree from time to time for the Company to sell and the Investor to purchase up to 400 shares of Preferred stock at a price of $1,000 per share in separate closings. Pursuant to the rights and privileges of the Preferred Shares, the Company is authorized to issue up to 10,000 Preferred Shares, par value $0.0001, each with a stated value of $1,200. Each Preferred Share shall be convertible, at any time and from time to time, at the option of the holder thereof, into that number of shares of Common Stock determined by dividing the Stated Value of such Preferred Share by the conversion price. The Conversion Price for each Preferred Share shall be the amount equal to the Discounted Market Price, which is defined as the lower of: (i) A fixed price equaling the closing bid price for the Common Stock on the trading day preceding the execution of a SPA; or (ii) 100% of the lowest volume weighted average price (VWAP) for the Common Stock during the 10 trading days preceding any relevant conversion amount. The Company intends to use the proceeds from the SPA for general working capital purposes. About NaturalShrimp NaturalShrimp, Inc. is a publicly traded aqua-tech Company, headquartered in Dallas, with production facilities located near San Antonio, Texas. The Company has developed a commercially viable system for growing shrimp in enclosed, salt-water systems, using patented technology to produce fresh, never frozen, naturally grown shrimp, without the use of antibiotics or toxic chemicals. NaturalShrimp reported a net loss of $16 million for the year ended March 31, 2023, compared to a net loss of $86.30 million for the year ended March 31, 2022. As of March 31, 2023, the Company had $32.58 million in total assets, $32.66 million in total liabilities, $2 million in series E redeemable convertible preferred stock, $43.61 million in series F redeemable convertible preferred stock, and a total stockholders' deficit of $45.69 million. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 26, 2023, citing that the Company has suffered recurring losses from inception and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. NINE WEST HOLDINGS: 9th Circuit Won't Revive Fraud Claims --------------------------------------------------------- Emlyn Cameron of Law360 reports that the Second Circuit has declined to revisit a panel's decision to restore claims against Nine West in a Chapter 11 lawsuit brought by bankruptcy trustees alleging the women's clothing retailer initiated $78 million in fraudulent payroll transfers. About Nine West Holdings Nine West Holdings is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947). Nine West estimated $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities as of the bankruptcy filing. The Hon. Shelley C. Chapman is the case judge. Nine West Holdings' legal advisors are Kirkland & Ellis LLP. The Company's financial advisor is Lazard Freres & Co., and its restructuring advisor is Alvarez & Marsal North America LLC. Prime Clerk LLC is the claims and noticing agent. The Independent Directors tapped Munger, Tolles & Olson LLP as counsel and Berkeley Research Group as financial advisor. NOVAVAX INC: Reaffirms Guidance for Full Year 2023 -------------------------------------------------- Novavax, Inc. provided an update for investors in which it reaffirmed its guidance for full year 2023 combined research and development and selling, general and administrative expenses, which is anticipated to be between $1.15 billion and $1.25 billion. In a Form 8-K filed with the Securities and Exchange Commission, Novavax said, "The Company is in the process of finalizing its financial results for the year ended December 31, 2023, and the foregoing preliminary financial data is based on available information to date. This financial data for the year ended December 31, 2023 is preliminary and may change. This preliminary financial data has been prepared by, and is the responsibility of, the Company's management. Ernst & Young LLP, the Company's independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to this preliminary financial data, nor have any other independent accountants. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The Company's actual results for this period may differ from the foregoing preliminary financial data and such changes could be material. In addition, this preliminary financial data should not be viewed as a substitute for full financial statements for the year ended December 31, 2023 prepared in accordance with U.S. generally accepted accounting standards. Additional information that will be material to investors will be provided in these financial statements, and, accordingly, investors should not place undue reliance on the limited preliminary information being provided herein." On Jan. 8, 2024, the Company provided an update for investors at the 42nd Annual J.P. Morgan Healthcare Conference in San Francisco, California, presenting information relating to certain strategic and business updates, which is available for free at: https://www.sec.gov/Archives/edgar/data/1000694/000110465924002100/tm242356d1_ex99-1.htm About Novavax Headquartered in Gaithersburg, Maryland, Novavax, Inc. (www.novavax.com.), together with its wholly owned subsidiaries, is a biotechnology company that promotes improved health globally through the discovery, development, and commercialization of innovative vaccines to prevent serious infectious diseases. The Company's proprietary recombinant technology platform harnesses the power and speed of genetic engineering to efficiently produce highly immunogenic nanoparticle vaccines designed to address urgent global health needs. Tysons, Virginia-based Ernst & Young LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Feb. 28, 2023, citing that the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ONE PAY CLOUD: Case Summary & One Unsecured Creditor ---------------------------------------------------- Debtor: One Pay Cloud, LLC 11451 NW 36th Avenue Miami, FL 33167 Chapter 11 Petition Date: January 15, 2024 Court: United States Bankruptcy Court Southern District of Florida Case No.: 24-10349 Judge: Hon. Laurel M. Isicoff Debtor's Counsel: Diego G. Mendez, Esq. MENDEZ LAW OFFICES P.O. Box 228630 Miami, FL 33222 Tel: 305-264-9090 Email: INFO@MENDEZLAWOFFICES.COM Total Assets: $0 Total Liabilities: $1,800,545 The petition was signed by Oksana Moore as director of operations. The Debtor listed Sterling Payment Solutions, LLC located at 4801 S. University Dr., Suite 300, Hollywood, FL 33028 as its sole unsecured creditor holding a claim of $1,800,545. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AVEPF3A/One_Pay_Cloud_LLC__flsbke-24-10349__0001.0.pdf?mcid=tGE4TAMA ONEX TSG: Moody's Affirms 'B2' CFR, Outlook Remains Stable ---------------------------------------------------------- Moody's Investors Service affirmed Onex TSG Intermediate Corp.'s B2 Corporate Family Rating, B2-PD Probability of Default Rating and B2 rating on the company's senior secured bank credit facilities consisting of a senior secured revolving credit facility and a senior secured term loan. The outlook is maintained at stable. The affirmation of the B2 CFR reflects Moody's expectations that the company will maintain steady operating performance in the next 12-18 months. The rating affirmation also reflects Moody's view that the debt/EBITDA will remain in 5.0x-5.5x range and the company will maintain good liquidity profile underpinned by positive free cash flow and access to approximately $89 million senior secured revolving credit facility (which was undrawn at the end of 2023). Moody's also believes that Onex TSG remains exposed to multitude of challenges that are currently affecting the physician staffing industry. Key challenges include clinical labor cost inflation, reimbursement pressure, ongoing disputes between physician staffing providers and commercial insurers, increased borrowing costs and regulations (including the No Surprises Act). However, despite these challenges, Onex TSG has been more resilient than some of its larger competitors primarily because of greater in-network share of revenues, relatively moderate financial leverage and a favorable cost structure. While the company remains exposed to payor disputes for its Moody's-of-network business, it has effectively utilized the Federal Independent Dispute Resolution (Federal IDR) provisions to manage this exposure. The company also benefits from interest rate hedges it put in place in 2021 which limits interest rate exposure of more than half of its outstanding debt. RATINGS RATIONALE Onex TSG's B2 CFR reflects its high leverage, reimbursement risk for the company's services and an exposure to the impact of ongoing payor disputes for out-of-network business. The company's heavy reliance on emergency medicine and a material portion of revenues originating from southern states also pose some concentration risks to the company's credit profile. Moody's expects that the company will operate between 5.0-5.5 times financial leverage in the next 12-18 months. Offsetting some of these challenges, Onex TSG's credit profile benefits from a strong market position in emergency medicine, good customer diversity, favorable healthcare services outsourcing market trends and a solid track record of organic growth. The company also benefits from its ability to flex physician expenses to match with the changing industry demand. The stable outlook reflects Moody's view that the company will operate with debt/EBITDA in the 5.0x-5.5x and it will maintain good liquidity in the next 12-18 months. Onex TSG's ratings are supported by its good liquidity profile. The company had $89 million in cash at the end of September 30, 2023, and the full amount was available under its senior secured revolving credit facility at the end of 2023. Further Moody's expects that the company will generate $25-$35 million in positive annual free cash flow in the next 1-2 years although there will be quarterly variability because of fluctuating working capital needs. Onex TSG is an active participant in the Federal IDR process. The outcomes of the company's participation in the Federal IDR process, along with trends in collections from payors drive the company's accounts receivables. Additionally, the company receives a bundled payment for select services, which requires splitting with other players who collaborate in providing services. Depending on the timing of bundled payment receipt (cash inflow) and collaborators' share pay off (cash outflow), historically there has been temporary spikes/dips in accrued liabilities at the end of certain quarters. Onex TSG's senior secured bank credit facilities, which consist of a $89 million senior secured revolving credit facility and a $530 million term loan are both rated B2. The B2 rating on Onex TSG's revolver and term loan, at the same level as the company's B2 Corporate Family Rating, reflects the preponderance of the senior secured debt in the company's capital structure. Onex TSG's CIS-4 credit impact score indicates the rating is lower than it would have been if ESG risk exposure did not exist. The CIS-4 score reflects governance considerations(G-4) including high financial leverage and a concentrated decision-making structure under private equity ownership. The company's social risk exposures (S-4) primarily include human capital and responsible production. Among social risks, the company is exposed to a scarcity of qualified human capital as it relies heavily on specialized labor, which often requires extensive licensing. With a large proportion of physicians due to retire in the next decade, the demand-supply balance for human capital required for running a successful physician staffing operation will likely remain tight in coming years. The company could face liabilities related to patient care if it becomes a target of medical malpractice litigations and/or if it ends up violating industry regulations. The company is also exposed to changes in reimbursement rates by its payors, which include government payors, as well as a push towards reducing overall healthcare costs. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company sustains its revenue growth, which would be evidenced by its stable market share in consolidating market. Quantitatively, if the company's debt to EBITDA was sustained below 4.5 times, along with consistent positive free cash flow and good liquidity, the ratings could be upgraded. The ratings could be downgraded if the company experiences a reduction in reimbursement rates or unfavorable payor mix shift such that the company's operating profits deteriorate or if credit metrics weaken for any reason. Quantitatively, ratings could be downgraded if debt to EBITDA is expected to be sustained above 6.0 times and if liquidity deteriorates including sustained negative free cashflow. Headquartered in Atlanta, GA, Onex TSG Intermediate Corp., doing business as SCP Health (formerly Schumacher Clinical Partners), is a national provider of integrated emergency medicine, hospital medicine services and healthcare advisory services. Onex TSG's net revenue is approximately $1.4 billion. Onex TSG is owned by private equity sponsor Onex Partners Manager LP through the parent holding company - Clinical Acquisitions Holdings LP. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. ORIGIN AGRITECH: Reports Fiscal Year 2023 Results ------------------------------------------------- Origin Agritech Ltd. announced results for the fiscal year ended Sept. 30, 2023. The Company reported net income from continuing operations for the fiscal year ended Sept. 30, 2023 of RMB 120 million (US$ 16.7 million), compared with net income from continuing operations of RMB 2.3 million in fiscal year 2022. For the fiscal year ended Sept. 30, 2023, revenue was RMB 93.3 million (US$13.0 million), compared to RMB 52.6 million for the fiscal year ended Sept. 30, 2022. The increase in revenues was mainly due to the Company's operations at its Xinjiang facility that holds its "Green Pass," the strong market performance of its new hybrids, and investment income from the sale of its subsidiary. Although revenues for the year ended Sept. 30, 2023 were RMB 93.0 million (US$13.0 million), an increase of RMB 40.7 million over the prior fiscal year, the Company had a loss from operations of RMB 14.5 million (US$ 2 million). Overall operating expenses had increased over the prior fiscal year by RMB 2.6 million. Total assets were RMB 303.6 million (US$42.3 million) for the fiscal year ended Sept. 30, 2023, compared with RMB 136 million for the fiscal year ended Sept. 30, 2022. As of Sept. 30, 2023, and 2022, the Company had approximately RMB 23.7 million (US$3.3 million) and RMB 17.7 million, respectively, in cash and cash equivalents for continuing operations. Total shareholders' equity was RMB 12.8 million (US$1.8 million) as of Sept. 30, 2023. Dr. Gengchen Han, Chairman and CEO of Origin Agritech, commented, "I am pleased to report our 2023 financial results, which underscore our growth and strategic progress. Despite facing operational challenges, our overall financial position remains solid, with a substantial increase in total assets. These results are a testament to our commitment to innovation and excellence in the agricultural technology sector." About Origin Agritech Headquartered in Beijing, China, Origin Agritech Limited, along with its subsidiaries, is focused on agricultural biotechnology, operating in the PRC. The Company's seed research and development activities specialize in crop seed breeding and genetic improvement. Origin believes that it has built a solid capacity for seed breeding technologies, including marker-assisted breeding and doubled haploids technologies, which it believes, along with its rich germplasm resources, will allow it to become a significant seed technology company in China. Lakewood, Colorado-based B F Borgers CPA PC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated Feb. 13, 2023, citing that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. PARKWAY GENERATION: S&P Affirms 'B+' Rating on Senior Secured Debt ------------------------------------------------------------------ S&P Global Ratings revised the outlook to negative from stable and affirmed its 'B+' rating on Parkway Generation LLC's (Parkway) senior secured debt. The '1' recovery rating on the debt indicates S&P's expectation of very high (90%-100%; rounded estimate: 90%) recovery in a default scenario. Total debt includes the $1.1 billion TLB, $140 million term loan C (TLC), and $100 million RCF, as of Sept. 30, 2023. The negative outlook reflects the possibility that the project could underperform our base-case scenario in the next 12-24 months due to materially lower capacity factors, spurred by operational issues or lower-than-expected spark spreads. S&P does not expect any sweeps in 2024 and 2025. Parkway is an eight-asset power portfolio with 4,805 megawatts (MW) nameplate capacity in the Eastern Mid-Atlantic Area Council (EMAAC) and Mid-Atlantic Area Council zones of the PJM. The project's assets operate on a merchant basis and sell power into the Public Service Enterprise Group Inc. (PSEG) and Potomac Electric Power Co. zones of PJM. An affiliate of ArcLight Capital Partners LLC (ArcLight) entered into an agreement to acquire the portfolio of assets from PSEG in February 2022. ArcLight funded the acquisition with a mix of equity and $1.14 billion of debt. Parkway fully drew the revolver after weak operational performance in 2023, reducing the project's ability to sweep. Parkway's assets performed poorly in the second and third quarters of 2023, spurring weak financial performance and resulting in the project fully drawing the $100 million RCF in the third quarter. S&P said, "As a result, we expect lower sweeps against the TLB and a redirection of cash flows toward paying down the revolver. We expect Parkway to fully repay the revolver by the time it matures in February 2027, and as of December 2023, there was approximately $40 million of capacity." The project exhibited weak performance, driven by lower-than-expected spark spreads, resulting from lower gas prices in conjunction with a cooler third quarter, as well as forced outages at Keys and Linden CT. Partially offsetting the weaker sparks were favorable hedges in the second and third quarters. Near-term hedges on sparks will provide some cash flow visibility, with about 60% of generation hedged in 2024, dropping to about 10% in 2025 and first-half 2026. The hedged sparks are marginally favorable relative to our expected sparks. Low revolver availability, coupled with major capital expenditures (capex) in 2024-2026, will limit Parkway's financial flexibility. Low revolver availability further reduces Parkway's ability to manage its extensive capex program over the next three years and leaves the project with limited financial flexibility. S&P said, "We expect Parkway will be able to amend and manage its capex program, supported in part by its operations and maintenance (O&M) reserve account, while also using cash flows to repay the revolver; however, DSCRs, per S&P Global Ratings' calculation, will remain near the forecast minimum of 1.10x for an extended period. This compares unfavorably with our previous expectation of DSCRs close to the 1.11x minimum for a very brief period before improving through maturity." S&P said, "At the same time, we view the project as having sufficient liquidity over the next 12 months, with about $40 million cash on hand, $40 million RCF availability, a fully funded six-month debt service reserve account, O&M reserve account, cash flow available for debt service (CFADS), and the return of $15 million cash collateral from the Federal Energy Regulatory Committee (FERC) in relation to PJM penalties. Total penalties resulting from the winter storm event in December 2022 following the FERC ruling in December 2023 were in line with our base-case expectations." Land sale at the Kearny site fell through, materially reducing cash available for sweeps and further pressuring DSCRs. The contracted land sale had represented a material dollar amount that is no longer contributing to sweeps, resulting in a higher debt balance through maturity and increased interest expense. This will lead to further pressure on DSCRs through maturity and ultimately a higher debt balance at maturity in February 2029. S&P now expects the debt balance will be about $820 million at maturity compared with our previous expectation of about $790 million. The negative outlook reflects the possibility that the project could underperform our base-case scenario in the next 12-24 months due to materially lower capacity factors, spurred by operational issues or lower-than-expected spark spreads. S&P does not expect any sweeps in 2024 and 2025. S&P could lower the rating if the project TLB balance at maturity is higher than its expected $820 million and we envision liquidity risks. This could stem from: -- Weaker realized spark spreads or lower PJM capacity prices for delivery year 2025-2026 and beyond; -- Unplanned outages that substantially affect generation; -- Economic factors in which the power plants are regularly kept at minimum load; -- The project's excess cash flow not translating into debt paydown as we expect; or -- Higher-than-expected capex. S&P could revise the outlook to stable if Parkway realizes stronger-than-expected cash flow, which could be spurred by higher-than-expected spark spreads or capacity prices, while maintaining good operational performance. PROS HOLDINGS: Conestoga Capital Advisors Reports 7.5% Equity Stake ------------------------------------------------------------------- In a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission, Conestoga Capital Advisors, LLC disclosed beneficial ownership of 3,469,084 shares, representing 7.5% of PROS Holdings, Inc.'s common stock. A full-text copy of the report is available at: https://www.sec.gov/Archives/edgar/data/1163744/000108514624000036/proa5_10524.htm About PROS Holdings Headquartered in Houston, Texas, PROS Holdings, Inc. (NYSE: PRO), is a provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions. As of Sept. 30, 2023, the Company had $431.85 million in total assets, $486.73 million in total liabilities, and a total stockholders' deficit of $54.88 million. Egan-Jones Ratings Company on October 9, 2023, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by PROS Holdings, Inc. PUERTO RICO: Prepa Wants Pension, Union Contracts Tossed -------------------------------------------------------- Emily Lever of Law360 reports that the board overseeing Puerto Rico Electric Power Authority's reorganization is urging a federal judge to allow the utility to ditch its collective bargaining agreements with workers as well as pension obligations, saying the company has no way of making up the purported $1 billion payment shortfall in the current retirement plan. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States. The chief of state is the President of the United States of America. The head of government is an elected Governor. There are two legislative chambers: the House of Representatives, 51 seats, and the Senate, 27 seats. In 2016, the U.S. Congress passed PROMESA, which, among other things, created the Financial Oversight and Management Board and imposed an automatic stay on creditor lawsuits against the government, which expired May 1, 2017. The members of the oversight board are: (i) Andrew G. Biggs, (ii) Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J. Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii) David A. Skeel Jr. On May 3, 2017, the Commonwealth of Puerto Rico filed a petition for relief under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The case is pending in the United States District Court for the District of Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's PROMESA petition is available at http://bankrupt.com/misc/17-01578-00001.pdf On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation (COFINA) commenced a case under Title III of PROMESA (D.P.R. Case No. 17-01599). Joint administration has been sought for the Title III cases. On May 21, 2017, two more agencies -- Employees Retirement System of the Government of the Commonwealth of Puerto Rico and Puerto Rico Highways and Transportation Authority (Case Nos. 17-01685 and 17-01686) -- commenced Title III cases. U.S. Chief Justice John Roberts named U.S. District Judge Laura Taylor Swain to preside over the Title III cases. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq., at O'Neill & Borges LLC are onboard as attorneys. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains the case Website https://cases.primeclerk.com/puertorico Jones Day is serving as counsel to certain ERS bondholders. Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General Obligation Bondholders. RANGE PARENT: S&P Hikes ICR to 'CCC-' Following Debt Restructuring ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating to 'CCC-' from 'SD' (selective default) on Itasca, Ill.-based components and control systems manufacturer Range Parent Inc. (Robertshaw). S&P said, "We also downgraded Robertshaw's upsized $218 million first-out term loan to 'CCC+' from 'B-'. At the same time, we upgraded its $382 million second-out, $73 million third-out, $23 million fourth-out, and $29 million fifth-out term loans to 'C' from 'D'." The negative outlook reflects the risk of a conventional default or further distressed restructuring within the next six months, absent a significant turnaround in operating performance or external support. Separately, S&P assigned a new management and governance (M&G) assessment of negative to Range Parent which reflects its concentrated ownership structure and managements response to the ongoing operational crises. This follows the Jan. 7, 2024, publication of S&P Global Ratings' revised criteria for evaluating the credit risks presented by an entity's M&G framework. Despite short-term relief following a cash infusion, Robertshaw's capital structure remains unsustainable and liquidity profile weak. The Dec. 8 debt restructuring involving existing lenders and the company's sponsor provided about $44 million of proceeds (after debt repayment, accrued interest, prepayment premium and fees) to support working capital and help fund two quarterly principal and interest payments. However, Robertshaw's ability to increase sales and restore its profitability continues to be challenged by weak consumer demand and operating inefficiencies. For the 12 months ended Sept. 30, 2023, Robertshaw's revenue declined about 11% with negative S&P Global Ratings-adjusted EBITDA margins and a free operating cash flow (FOCF) deficit of about $60 million. While a more favorable pricing environment could help support earnings, S&P anticipates negligible EBITDA generation in fiscal 2024, which creates significant pressure to its near-term liquidity profile. If Robertshaw cannot demonstrate significant traction in its earnings and cash flow, it may not meet its upcoming obligations including principal and interest payments without additional external support. S&P said, "End-market demand remains soft, with our expectations for modest growth in calendar 2024. Robertshaw's sales began to decline in mid-2022 driven by softness in the European energy markets as a result of the Russia-Ukraine conflict. Revenues were further impeded by a decline in sales of appliances in North America later that year as housing markets softened. Lingering geopolitical issues in Europe, manufacturer destocking, and weaker consumer demand throughout 2023 continued a soft market in the appliances industry. However, we anticipate modest growth in these markets as customer inventories correct, leading to revenue growth in the low- to mid-single-digit percents in fiscal 2025 (ending March 31, 2025). Despite promising signs for markets, uncertainty remains as to whether the recent restructuring will provide enough relief to turn around operations. With most of the cash provided by the restructuring used for upcoming principal and interest payments and given the termination of its asset-based lending revolving credit facility, it is unlikely Robertshaw will have enough liquidity sources to cover its uses over the next six months. In addition, about $80 million remains outstanding on the nonparticipating first-lien term loan. If more than $12.5 million remains outstanding on Jan. 28, 2025, the 2027 maturity on its super-priority debt facilities will accelerate and become due immediately. This gives Robertshaw a little over 12 months to address its springing maturity. Given our expectations for soft operating performance, it is highly unlikely the company can repay this debt with cash generated from the business. As a result, there is significant risk of a conventional default or another exchange offering within the next year. S&P said, "Our view of Robertshaw's business incorporates the challenges it has faced in the appliance markets over the past couple of years. Robertshaw's exposure to more cyclical industries and a high fixed-cost structure have significantly deteriorated credit metrics since 2021. While we believe that the company remains competitive in the niche markets it serves, its inability to pass through pricing amid rapidly rising costs and effectively manage its operations added to its earnings volatility. We also view the company's margin profile as below average among rated peers and that its margins could remain subdued as it works through its operating issues. Furthermore, we believe risks in certain emerging jurisdictions regarding the use of gas-based appliances could alter the longer-term demand trend, so the company will need to remain innovative to support sustainable operations. Therefore, we view business risk less favorably. "We assigned a new management and governance (M&G) assessment of negative to Range Parent. This assignment follows the Jan. 7 publication of S&P Global Ratings' revised criteria for evaluating the credit risks presented by an entity's M&G framework. Our assessment incorporates our view of management's response to the ongoing operational crises, ability to adapt to changing industry and business conditions, and the degree of accuracy of its forecast." The negative outlook reflects the risk of a conventional default or further distressed restructurings in the next six months or so, absent a significant turnaround in operating performance or external support. S&P could lower its rating on Range Parent if the company announces that it will: -- Miss an interest and principal payment; or -- Undertake a restructuring or a distressed debt exchange. S&P could take a positive rating action if default scenarios were no longer a significant risk over the next six months. This could happen if the company: -- Improves operating performance and liquidity such that it can meet its obligations, including principal and interest payments, over the next six to 12 months; and -- Addresses the remaining outstanding balance on its first-lien term loan through a refinancing or maturity extension, such that S&P would not consider it a distressed exchange or restructuring. S&P said, "Governance factors are a negative consideration in our credit rating analysis of Range Parent. In our view, poor strategic planning and effectiveness in navigating the volatile environment was a factor in the company's recent severe earnings misses and ultimately a selective default. Furthermore, the assessment reflects our uncertainty concerning the sustainability of operating performance. It also considers the continued ownership of Range Parent by a private equity owner, One Rock Capital. We believe risks in certain emerging jurisdictions regarding the use of gas-based appliances could affect the company's longer-term demand trends." REEF GLOBAL: Moody's Cuts CFR & Secured First Lien Debt to Caa2 --------------------------------------------------------------- Moody's Investors Service downgraded REEF Global Midco LLC's corporate family rating and backed senior secured first lien bank credit facilities rating to Caa2 from B3 and its probability of default rating to Caa2-PD from B3-PD, with a negative outlook. Previously, the rating was on review for downgrade. The rating action reflects the declining trend in the company's coverage ratio, limited financial flexibility, and a meaningful risk of covenant breach over the next few quarters. The rating actions conclude the review for downgrade initiated on October 24, 2023. The outlook is negative due to continued uncertainty about the company's operating income trend as the new management team restructures the business and the potential for cash interest coverage metric to decline below 1.0x and for acceleration of the debt if the lenders do not provide covenant waivers in the near term. Given the potential for a covenant breach, governance is a key consideration for the action. RATINGS RATIONALE REEF's Caa2 corporate family rating reflects its limited financial flexibility, high leverage, weak fixed charge coverage and its concentrated ownership structure. The significant ongoing change in business strategy, new management team and relatively small revenue base despite being a leading player in the mature parking industry are other important credit considerations. In mid-2023, REEF Global spun off its ghost kitchen and local logistics platform and became a parking-focused operation. Although the spun-off segments did not account for a material portion of income, the growth projections were strong. The new management team is changing REEF's parking operating strategy and Moody's expects income to decline in this transition phase. The ownership structure also changed over the same time period and existing and new shareholders invested new capital in REEF. Cash fixed charge coverage was almost 1.3x in Q3 2023, the post spin-off quarter, and the company was compliant with the covenants as defined in the amended post-spin-off credit agreement. However, Moody's expects the coverage metric to weaken to the 1.1-1.15x range in 2024 because of modestly lower income. Simultaneously, the covenant threshold levels for the senior secured first lien term loan, both the fixed charge coverage and total leverage test, will become more stringent according to the definitions in the amended credit agreement. With its large footprint (the company operates over 3000 parking sites in the US and Canada) and solid tenant retention rates, REEF is a leading player in the highly fragmented niche parking operations sector. Its EBITDA margin has been low, below 10%, and is unlikely to improve until the new management team's strategy of focusing on the most profitable segments of the platform and reduce the expense base takes hold. Moody's considers the company's liquidity position to be weak because of the low cash balance of $25 million and limited remaining capacity on its $25 million revolving letter of credit facility of $12.5 million, both as of the end of the third quarter of 2023, and few alternate sources of liquidity. The risk of a covenant breach further constrains the company's financial flexibility. Outlook The main considerations for the negative outlook are the material uncertainty about REEF's income stream over the next few quarters given the new operating strategy and risk that cash interest coverage will decline below 1.0x. The heightened risk of a covenant breach, absent waivers in the near term, is also a key factor. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with meaningful reduction in the risk of a covenant breach in the next 4-6 quarters, cash interest coverage (EBITDA/interest expense) above 1.1x and RCF to net debt above 6.5x, all on a consistent basis. The ratings could be downgraded if lenders do not provide adequate covenent relief or if cash interest coverage drops below 1.0x. Significant and continued changes in strategy or leadership could also create downward rating pressure. Headquartered in New York, REEF Global Midco LLC, provides a comprehensive suite of parking service, parking management, and ground transportation services. The company is a wholly owned subsidiary of the parent entity, REEF Technology Inc., a privately owned company. At the end of Q3 2023, REEF had total assets of $1.0 billion and aggregate revenue for the first nine months of 2023 was $445 million. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. REMARK HOLDINGS: Unable to Hold Annual Meeting Over Lack of Quorum ------------------------------------------------------------------ Remark Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company notified The Nasdaq Stock Market that it had attempted to hold its 2023 annual meeting of stockholders on Dec. 6, 2023, and Dec. 29, 2023, but was unable to achieve a quorum to conduct the business of the meeting on those dates. As a result, the Company did not hold a shareholder meeting within 12 months of the end of its fiscal year ended Dec. 31, 2022 as required by Nasdaq Rule 5620(a). The Company again attempted to hold the meeting on Jan. 8, 2024, but was unable to achieve quorum and had to adjourn the meeting without being able to conduct business. The Company will hold a stockholder meeting as soon as practicable and will provide public notice of such meeting. About Remark Holdings Remark Holdings, Inc. (NASDAQ: MARK) -- http://www.remarkholdings.com-- delivers an integrated suite of AI solutions that help organizations monitor, understand, and act on threats in real-time. Remark consists of an international team of sector-experienced professionals that have created video analytics. The Company's GDPR-compliant and CCPA-compliant solutions focus on market sectors including retail, federal and state governmental entities, public safety, hospitality, and transportation. The company's headquarters are in Las Vegas, Nevada, with operational offices in New York and international offices in London, England. Remark Holdings reported a net loss of $55.48 million for the year ended Dec. 31, 2022, compared to net income of $27.47 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $14.17 million in total assets, $39.95 million in total liabilities, and a total stockholders' deficit of $25.78 million. In its Form 10-Q Report for the quarterly period ended September 30, 2023, Remark Holdings disclosed that its history of recurring operating losses, working capital deficiencies, and negative cash flows from operating activities give rise to substantial doubt regarding its ability to continue as a going concern. During the nine months ended September 30, 2023, and in each fiscal year since its inception, the Company has incurred operating losses which have resulted in a stockholders' deficit of $32.9 million as of September 30, 2023. Additionally, the Company's operations have historically used more cash than they have provided. Net cash used in operating activities was $9.1 million during the nine months ended September 30, 2023. As of September 30, 2023, the Company's cash balance was $0.3 million. RITE AID: Has Closed Around 200 Stores Since Chapter 11 Filing -------------------------------------------------------------- Bruce Japsen of Forbes reports that Rite Aid has closed about 200 stores since its filing two months ago for Chapter 11 bankruptcy protection with potentially more retail locations to close in coming weeks and months. When Rite Aid filed for bankruptcy protection in mid-October 2023 the drugstore chain didn't say at that time how many stores would close. "In connection with the court-supervised process, the Company will continue assessing its footprint and close additional underperforming stores," the company said at the time. But the company's website says Rite Aid now operates more than 1,900 drugstores across 16 states, according to the latest tally on the company's website December 28, 2023. That figure is down 200 stores from the date of the bankruptcy filing October 15 when the company said it operated more than 2,100 retail pharmacy locations across 17 states. "Rite Aid regularly assesses its retail footprint to ensure we are operating efficiently while meeting the needs of our customers, communities, associates and overall business," Rite Aid said Thursday, December 28, 2023, afternoon in a statement. "n connection with the court-supervised process, we notified the Court of certain underperforming stores we are closing to further reduce rent expense and strengthen overall financial performance. At this time, we have not made or confirmed any decisions on additional specific store closures as part of our financial restructuring process." In a filing earlier in December 2023 in U.S. Bankruptcy Court in New Jersey, the company revealed an additional 12 store closures. That group was preceded in November by a court filing documenting 31 store closures. And in late October, Rite Aid provided U.S. Bankruptcy Court with an initial list of 154 stores marked for closure. Before the October 2023 bankruptcy filing, Rite Aid in July 2023 confirmed the closure of another 25 stores in its fiscal first quarter that ended June 3. That disclosure was made during a call to discuss quarterly earnings and an updated financial outlook that projected wider losses for fiscal 2024. Those closures are on top of the 145 unprofitable stores that Rite Aid announced in 2021 that closed from late 2021 throughout last year. About Rite Aid Corp. Rite Aid -- http://www.riteaid.com/-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In the petition signed by Jeffrey S. Stein, chief executive officer and chief restructuring officer, Rite Aid disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C., as local bankruptcy counsel, Guggenheim Partners as investment banker, and Alvarez & Marsal North America, LLC, as financial, tax and restructuring advisor. Kroll Restructuring Administration is the claims and noticing agent. ROCHESTER MATH: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The U.S. Trustee for Region 12 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Rochester Math & Science Academy. About Rochester Math and Science Academy Rochester Math and Science Academy is a charter school in Rochester, Minn. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 23-32604) on December 5, 2023. In the petition signed by Dr. Charlene Ellingson, authorized agent, the Debtor disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge William J. Fisher oversees the case. Paul L. Ratelle, Esq., at Fabyanske, Westra, Hart & Thomson, PA, is the Debtor's legal counsel. SALEM MEDIA: Files Form 25 With SEC ----------------------------------- Salem Media Group, Inc. filed a Form 25 with the Securities and Exchange Commission on Jan. 8, 2024, notifying the voluntary removal from listing and registration of its Class A Common Stock, $0.01 par value per share, on The NASDAQ Global Market. About Salem Media Headquartered in Texas, Salem -- www.salemmedia.com -- is a domestic multimedia company specializing in Christian and conservative content, with media properties comprising radio broadcasting, digital media, and publishing. Its content is intended for audiences interested in Christian and family-themed programming and conservative news talk. As of Sept. 30, 2023, the Company had $471.30 million in total assets, $339.15 million in total liabilities, and $132.15 million in total stockholders' equity. * * * As reported by the TCR on Sept. 25, 2023, Moody's Investors Service downgraded Salem Media Group, Inc.'s Corporate Family Rating to Caa3 from Caa1. Moody's said the downgrade of the CFR to Caa3 reflects Salem's weak operating performance pressured by subdued radio advertising demand, high financial leverage, a deteriorating liquidity profile and the uncertainty around the company's ability to refinance its $25 million ABL revolving facility before its expiration in March 2024. Also in September 2023, S&P Global Ratings lowered its issuer credit rating on Salem Media Group Inc.to 'CCC-' from 'CCC'. S-&P said the negative outlook reflects the potential for a default or debt restructuring over the next six months. SCREENVISION LLC: Moody's Raises CFR to Caa2 -------------------------------------------- Moody's Investors Service upgraded Screenvision, LLC's ratings, including the Corporate Family Rating and Senior Secured first lien bank credit facility rating to Caa2 from Ca. Moody's also upgraded the company's Probability of Default Rating to Caa2-PD from Ca-PD and appended a "/LD" designation reflecting the company's recent senior secured first lien revolving bank credit facility and senior secured first lien incremental term loan maturity extension which is considered a distressed exchange and therefore a default under Moody's definition. The "/LD" designation appended to the PDR will be removed in a few business days. Moody's rated both the extended Senior Secured first lien revolver due March 2025 and Senior Secured first lien incremental loan due May 2025 at Caa2. The existing Ca ratings on the Senior Secured first lien revolver due January 2024 and Senior Secured first lien incremental term loan due February 2024 have been withdrawn as a result of maturity extensions. The outlook remains negative. On December 29, 2023, Screenvision extended [1] the maturity of its $10.5 million Senior Secured first lien revolving bank credit facility to March 1, 2025 from January 22, 2024, and extended its $25 million Senior Secured incremental first lien term loan to May 31, 2025 from February 29, 2024. The upgrade of the Corporate Family Rating to Caa2 from Ca reflects the maturity extensions which eliminate 2024 debt maturities and provide additional time for the company to demonstrate improving operating performance and cash flow. There is still significant refinancing risk as 100% of the company's debt matures over the next 18 months, between March and July 2025. RATINGS RATIONALE Screenvision's Caa2 CFR reflects its high leverage, weak interest coverage and significant refinancing risk. The rating is also constrained by the weak creditworthiness of exhibitor partners and secular trends within the cinema industry that may continue to lead to declining attendance in the longer term. The company's operating performance has improved from last year but remains weak, with a further recovery expected in 2024. As of LTM September 2023, its Moody's-adjusted Debt/EBITDA was very high at 8.7x (13.6x before Moody's adjustments) though an improvement from Moody's-adjusted 15.8x at the end of Q4 2022. However, Moody's expects that Screenvision's leverage will improve further in 2024, though there remains significant uncertainty about cinema attendance levels and the extent of a rebound in cinema advertising. Screenvision's interest coverage measured as (EBITDA-Capex)/Interest Expense was 0.8x (Moody's adjusted) as of LTM Q3 2023 and projected to improve to around 1.5x, as adjusted. Absent significant improvement in operating performance, Screenvision will likely be challenged to address its debt maturities in a manner consistent with a sustainable capital structure. Screenvision garners support from its well-established market position for on-screen cinema advertising and its long-term contracts with cinema owners, which provide some stability to cash flows when ad spending improves and studios return to a more consistent cadence of new films with broad consumer appeal. The company is one of the top two leading providers of in-theater on-screen advertising in the United States. Exhibitors and advertisers benefit from the national scale and geographic reach that the company's platform provides. Screenvision has a relationship with one of the top three cinema exhibitors in the United States AMC Entertainment Holdings, Inc. (Caa2 stable). Screenvision's liquidity is weak, with roughly $2.5 million cash as of September 30, 2023 and looming debt maturities in 2025. Moody's expects that Screenvision's free cash flow will turn positive this year (around $9 million). However, this is still minimal relative to $164 million of outstanding debt at the end of Q3 2023. Following the recent debt extensions, Screenvision's $10.5 million revolver ($10 million outstanding balance) matures on March 1, 2025 and the $25 million incremental loan ($11.8 million outstanding balance at September 30, 2023) on May 31, 2025. In addition, the $175 million Senior Secured term loan comes due in July 2025 ($144 million outstanding as of September 30, 2023). The latest amendment also requires that revolver commitments be reduced each quarter to $8.5 million by the end of 2024. The revolver and term loans do not have financial covenants. Screenvision's first lien credit facility comprised of a $10.5 million revolver due March 2025, a $25 million loan due May 2025 ($11.8 million outstanding as of September 30, 2023) and a $175 million loan due July 2025 ($144 million outstanding as of September 30, 2023) are each rated Caa2, reflecting the company's probability of default, an average expected family recovery rate of 50% at default given the covenant-lite structure and the instruments' ranking in the capital stack. Screenvision's CIS-5 ESG credit impact score indicates that ESG considerations have a pronounced impact on the current rating, which is lower than it would have been if ESG risks did not exist. The score reflects the company's exposure to governance risks as well as social and demographic changes that have contributed to a secular decline in cinema attendance and cinema ad demand. Screenvision's financial policy has been tolerant of very high leverage and the near-term maturity of its debt facilities over the past two years. The company's lack of an independent board, concentrated ownership and voting control by a private equity sponsor Abry contribute to governance risks. While Moody's believes that cinemas provide an enduring form of entertainment, it is a mature industry and there are risks that audiences may continue to shrink given alternative media gaining traction or theatrical release windows shortening. The negative outlook reflects the uncertainty around the company's ability to refinance its 2025 debt maturities at sustainable terms. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if a refinancing of maturing debt and material improvement in liquidity support the potential for a more sustainable capital structure. The ratings could be downgraded if the company fails to significantly improve its earnings and cash flow or to proactively address its 2025 debt maturities. Screenvision, headquartered in New York City, is a privately owned operator of a leading in-theater advertising network in the United States. The company is majority-owned by affiliates of Abry (about 74%), with ownership stakes also held by AMC Entertainment Holdings, Inc. and the company's management. The principal methodology used in these ratings was Media published in June 2021. SEMILEDS CORP: Extends Maturities of $3.2 Million Loans to 2025 --------------------------------------------------------------- SemiLEDs Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company entered into the Fourth Amendment to the loan agreements with each of Simplot Taiwan Inc. and Trung Doan. The Amended Loan Agreement with Simplot Taiwan Inc. (i) extends the maturity date to Jan. 15, 2025, and (ii) upon mutual agreement of the Company and Simplot Taiwan Inc., permits the Company to repay any principal amount or accrued interest, in an amount not to exceed $400,000, by issuing shares of the Company's common stock in the name of Simplot Taiwan Inc. as partial repayment of the Loan Agreement at a price per share equal to the closing price of the Company's common stock immediately preceding the business day of the payment notice date. All other terms and conditions of the Loan Agreement with Simplot Taiwan Inc. remain the same. The Amended Loan Agreement with Trung Doan amended the loans maturity date, with same terms and interest rate, to Jan. 15, 2025. All other terms and conditions of the Loan Agreement with Trung Doan remain the same. On Jan. 8, 2019, the Company entered into loan agreements with Trung Doan, its Chairman and chief executive officer and J.R. Simplot Company, its largest shareholder, with aggregate amounts of $1.7 million and $1.5 million, respectively, and an annual interest rate of 8%. The maturity date of the Loan Agreements were Jan. 14, 2021 and Jan. 22, 2021, respectively. On Jan. 16, 2021, the maturity date of the Loan Agreements was extended with same terms and interest rate for one year to Jan. 15, 2022, and on Jan. 14, 2022, the maturity date of the Loan Agreements was extended again with same terms and interest rate for one more year to Jan. 15, 2023. On Jan. 13, 2023, the maturity date of the Loan Agreements was further extended with same terms and interest rate for one year to Jan. 15, 2024. The Loan Agreements are secured by a second priority security interest on the Company's headquarters building. On Jan. 7, 2024, J.R. Simplot Company and the Company entered into an assignment agreement pursuant to which J.R. Simplot assigned and transferred all of its right, title and interest in and to the Loan Agreement to Simplot Taiwan Inc., in accordance with and subject to the terms and conditions of the Loan Agreement. Fourth Amendment to Convertible Promissory Notes On Nov. 25, 2019 and Dec. 10, 2019, respectively, SemiLEDs Corporation issued convertible unsecured promissory notes to J.R. Simplot Company, its largest shareholder, and Trung Doan, its Chairman and Chief Executive Officer with a principal sum of $1.5 million and $500,000, respectively, and an annual interest rate of 3.5%. Principal and accrued interest was be due on demand by the Holders on and at any time after May 30, 2021. On Feb. 7, 2020, J.R. Simplot Company assigned all of its right, title and interest in the Notes to Simplot Taiwan Inc. Pursuant to the initial terms of the Notes, the outstanding principal and unpaid accrued interest thereon may be converted into shares of the Company's common stock based on a conversion price of $3.00 per share at the option of the Holders any time from the date of the Notes. On May 25, 2020, each of the Holders converted $300,000 of the Notes into 100,000 shares of the Company's common stock. On May 26, 2021, the Notes were extended with the same terms and interest rate for one year and a maturity date of May 30, 2022. On May 26, 2022, the Notes were second extended with the same terms and interest rate for one year and a maturity date of May 30, 2023. On June 6, 2023, the Notes were further amended to (i) extend the maturity date from May 30, 2023 to May 30, 2024, and (ii) change the conversion price from $3 to $2.046 per share, subject to stockholder approval. All other terms and conditions of the Notes remain the same. After the close of market on Jan. 5, 2024, the Company entered into the Fourth Amendment to the Notes to amend the Notes to (i) convert the total principal and accrued interest on the Notes to common stock of the Company to be issued in the names of the Holders, and (ii) change the conversion price of the Notes from $2.046 per share to the closing price immediately preceding the signing of the Fourth Amendments, or $1.31 per share. All other terms and conditions of the Notes remain the same. About SemiLEDs Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs -- http://www.semileds.com-- develops and manufactures LED chips and LED components for general lighting applications, including street lights and commercial, industrial, system and residential lighting, along with specialty industrial applications such as ultraviolet (UV) curing, medical/cosmetic, counterfeit detection, horticulture, architectural lighting and entertainment lighting. SemiLEDs reported a net loss of $2.69 million for the year ended Aug. 31, 2023, compared to a net loss of $2.73 million for the year ended Aug. 31, 2022. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2019, issued a "going concern" qualification in its report dated Nov. 27, 2023, citing that the Company incurred recurring losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. SEMILEDS CORP: Says It Has Regained Compliance With Nasdaq Rule --------------------------------------------------------------- SemiLEDs Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that as of Jan. 8, 2024 (the date of the Current Report), the Company believes that it has regained compliance with The Nasdaq Stock Market LLC's stockholders' equity requirement based upon conversion of the Notes and repayment of the Loan Agreement with Simplot Taiwan Inc. On July 11, 2023, the Company received a notice from Nasdaq indicating that it did not meet the minimum of $2,500,000 in stockholders’ equity required by NASDAQ Listing Rule 5550(b)(1) for continued listing, or the alternatives of market value of listed securities or net income from continuing operations. Pursuant to the Listing Rule, the Company submitted a plan to regain compliance with the Listing Rule. NASDAQ accepted its plan and granted the Company an extension through Jan. 8, 2024. As reported in the Company's Annual Report on Form 10-K for the fiscal year ended Aug. 31, 2023, the Company's total stockholders' equity as of Aug. 31, 2023 was $1.15 million.  On Jan. 5, 2024, the Company converted the total principal and accrued interest of the Notes, in an aggregate amount of $1,608,848, to 1,228,128 shares of its common stock at a conversion price of $1.31 per share. Additionally, on Jan. 7, 2024, the Company issued 305,343 shares of its common stock at a price of $1.31 per share to repay $400,000 of (1) accrued interest and, once repaid in full, (2) principal, on the Loan Agreement with Simplot Taiwan Inc. The Company said that Nasdaq will continue to monitor its ongoing compliance with the stockholders' equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting. About SemiLEDs Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs -- http://www.semileds.com-- develops and manufactures LED chips and LED components for general lighting applications, including street lights and commercial, industrial, system and residential lighting, along with specialty industrial applications such as ultraviolet (UV) curing, medical/cosmetic, counterfeit detection, horticulture, architectural lighting and entertainment lighting. SemiLEDs reported a net loss of $2.69 million for the year ended Aug. 31, 2023, compared to a net loss of $2.73 million for the year ended Aug. 31, 2022. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2019, issued a "going concern" qualification in its report dated Nov. 27, 2023, citing that the Company incurred recurring losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. SKILLZ INC: Appoints Gaetano Franceschi as Chief Financial Officer ------------------------------------------------------------------ Skillz Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that Jason Roswig informed the Company of his decision to step down from his position as the president and chief financial officer. Mr. Roswig has served in this role since Aug. 8, 2022. The Company said Mr. Roswig's decision to step down was due to personal reasons and not as a result of any disagreement with the Company on any matter relating to its operations, policies or practices. Mr. Roswig has agreed to provide consulting and transition services to the Company for an interim period. Effective Jan. 8, 2024, Gaetano Franceschi, 51, will serve as the chief financial officer of the Company. Mr. Franceschi previously served as the senior vice president and Head of Finance of Compass from March 2023 until December 2023, where he also served as the Vice President and Head of Finance from May 2021 to February 2023. Prior to Compass, a real estate technology company, Mr. Franceschi served as the CFO of Amazon Games from August 2019 until April 2021, and served as the CFO of Amazon Web Services Data Center General Services from April 2017 to July 2019. Prior to that, Mr. Franceschi served in a variety of positions at Citi from November 2011 to March 2017, including CFO of Corporate Real Estate, Global Head of FP&A Ops & Tech, and CFO of Global Re-engineering. Mr. Franceschi holds a Master's in Business Administration from Columbia University and a Bachelor of Science in Industrial Engineering from Northwestern University. Under an offer letter that Mr. Franceschi entered into with the Company and approved by the Compensation Committee of the Board of Directors on Jan. 5, 2024, he will be paid a salary of $400,000 per year. He will also be eligible to receive annual target incentive compensation of $400,000 (pro-rated for 2024), subject to achievement of certain performance goals. The Company will also grant Mr. Franceschi a restricted stock unit award covering shares of the Company's Class A common stock with a grant date value equal to $400,000 which, subject to continuous service, will vest 100% on the date of Mr. Franceschi one year anniversary of the Effective Date. The Company will also grant Mr. Franceschi a performance stock unit award covering shares of the Company's Class A common stock with a grant date value equal to $400,000 which will vest in one year, subject to achievement of certain performance goals. Mr. Franceschi will be subject to the Executive Severance Plan, subject to execution of a customary participation agreement. About Skillz Inc. Headquartered in San Francisco, California, Skillz Inc. -- www.skillz.com -- is a mobile games platform dedicated to bringing out the best in everyone through competition. The Skillz platform helps developers create multi-million dollar franchises by enabling social competition in their games. Leveraging its patented technology, Skillz hosts billions of casual eSports tournaments for millions of mobile players worldwide, with the goal of building the home of competition for all. Skillz reported a net loss of $438.87 million in 2022, a net loss of $187.92 million in 2021, and a net loss of $149.08 million in 2020. As of March 31, 2023, the Company had $612.16 million in total assets, $357.77 million in total liabilities, and $254.38 million in total stockholders' equity. * * * As reported by the TCR on April 28, 2023, Moody's Investors Service downgraded Skillz Inc.'s corporate family rating to Caa2 from Caa1 following the company's recent repurchase of more than 50% of its outstanding debt at sizable discount to par, reducing available liquidity to fund projected cash flow deficits. Moody's said the Caa2 CFR reflects the increased risk that Skillz's debt capital structure is unsustainable due to reduced liquidity to fund projected cash flow deficits. Also in April 2023, S&P Global Ratings raised its issuer credit rating to 'CCC+' from 'SD' (selective default). The negative outlook reflects uncertainty around the Company's ability to turn its substantially negative cash flow positive over the next three years given ongoing challenges in right-sizing its operations and its unproven business model. SMILEDIRECTCLUB INC: Paul Weiss & Gray Reed Advise Noteholders -------------------------------------------------------------- In connection with the chapter 11 cases of SmileDirectClub, Inc., et al., Paul, Weiss, Rifkind, Wharton & Garrison LLP and Gray Reed & McGraw LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure with respect to their representation of the Ad Hoc Committee of Convertible Noteholders. The Ad Hoc Committee was formed by certain unaffiliated holders of the Debtors' unsecured convertible notes issued pursuant to that certain indenture, dated as of February 9, 2021, by and among SDC, Inc., as issuer, and Wilmington Trust, National Association, as trustee (the "Ad Hoc Committee of Convertible Noteholders"). Counsel represents only the Ad Hoc Committee of Convertible Noteholders in connection with the Chapter 11 Cases. Counsel do not undertake to represent the interests of, and are not a fiduciary for, any other creditor, party in interest, or other entity in connection with the Chapter 11 Cases. In addition, neither the Ad Hoc Committee of Convertible Noteholders nor any Member thereof (i) has assumed any fiduciary duties to any other creditor or person, or (ii) purports to act, represent, or speak on behalf of any other entities in connection with the Chapter 11 Cases. The names and all disclosable economic interests of each Member are: Principal Amount Bondholder Convertible Notes ---------- ----------------- Davidson Kempner Capital Management LP $26,895,000 520 Madison Avenue, 30 th Floor New York, NY 10022 Highbridge Capital Management, LLC $79,349,000 277 Park Avenue, 23rd Floor New York, NY 10172 Whitebox Advisors, LLC $60,876,000 3033 Excelsior Boulevard, Suite 500 Minneapolis, MN 55416 Co-Counsel to the Ad Hoc Committee: GRAY REED & McGRAW LLP Jason S. Brookner, Esq. Lydia R. Webb, Esq. 1300 Post Oak Boulevard Houston, TX 77056 Telephone: (713) 986-7000 Facsimile: (713) 986-7100 Email: jbrookner@grayreed.com lwebb@grayreed.com - and - PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Jacob A. Adlerstein, Esq. Brian Bolin, Esq. Douglas R. Keeton, Esq. Tyler F. Zelinger, Esq. 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Email: jadlerstein@paulweiss.com bbolin@paulweiss.com dkeeton@paulweiss.com tzelinger@paulweiss.com About SmileDirectClub Inc. SmileDirectClub, Inc. (Nasdaq: SDC) -- http://www.SmileDirectClub.com/-- is an oral care company and creator of the first medtech platform for teeth straightening. Through its cutting-edge telehealth technology and vertically integrated model, SmileDirectClub is revolutionizing the oral care industry. Its mission is to democratize access to a smile each and every person loves by making it affordable and convenient for everyone. SmileDirectClub is headquartered in Nashville, Tennessee. SmileDirectClub and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90786) on Sept. 29, 2023. In the petition signed by its chief financial officer, Troy Crawford, SmileDirectClub disclosed $498,712,000 in assets and $1,051,823,000 in liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International, LLP as general bankruptcy counsel; Jackson Walker, LLP, as local bankruptcy counsel; Centerview Partners, LLC as financial advisor and investment banker; FTI Consulting, Inc., as restructuring advisor; and Kroll Restructuring Administration, LLC, as notice and claims agent. SONOMA PHARMACEUTICALS: Signs License Agreement With NovaBay ------------------------------------------------------------ Sonoma Pharmaceuticals, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it entered into a license and distribution agreement with NovaBay Pharmaceuticals, Inc. for the sale and marketing of Avenova-branded products by the Company in the European Union. The agreement, which took effect on Jan. 5, 2024, is for an initial term of two years, subject to automatic renewal periods. These products combine the Company's existing eye product Ocudox, which already has a Class IIB CE mark for sale in the European Union, with Avenova branding, and are expected to be marketed through the Company's established European distribution network. A full-text copy of the Agreement is available for free at: https://www.sec.gov/Archives/edgar/data/1367083/000168316824000150/sonoma_ex1001.htm About Sonoma Pharmaceuticals Sonoma Pharmaceuticals, Inc. (NASDAQ: SNOA) -- http://www.sonomapharma.com-- is a global healthcare company developing and producing stabilized hypochlorous acid, or HOCl, products for a wide range of applications, including wound care, eye care, oral care, dermatological conditions, podiatry, animal health care and non-toxic disinfectants. The Company's products reduce infections, itch, pain, scarring, and harmful inflammatory responses in a safe and effective manner. In-vitro and clinical studies of HOCl show it to have impressive antipruritic, antimicrobial, antiviral, and anti-inflammatory properties. The Company's stabilized HOCl immediately relieves itch and pain, kills pathogens and breaks down biofilm, does not sting or irritate the skin, and oxygenates the cells in the area treated, assisting the body in its natural healing process. The Company sells its products either directly or via partners in 55 countries worldwide. Sonoma Pharmaceuticals reported a net loss of $5.15 million for the year ended March 31, 2023, compared to a net loss of $5.08 million for the year ended March 31, 2022. As of March 31, 2023, the Company had $16.23 million in total assets, $8.25 million in total liabilities, and $7.98 million in total stockholders' equity. Atlanta, Georgia-based Frazier & Deeter, LLC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated June 21, 2023, citing that the Company has incurred significant losses and negative operating cash flows and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about its ability to continue as a going concern. SUNQUEST PROPERTY: Sale Proceeds & Rental Income to Fund Plan ------------------------------------------------------------- Sunquest Property Services, LLC, submitted a Second Modified Small Business Plan of Reorganization dated January 9, 2024. Since the case filing, Sunquest fully renovated the property at 113 West Baker Avenue, Wildwood, New Jersey 08260, and converted the existing two-unit duplex to two separate condominium units. On November 2, 2023, Sunquest sold both condominium units resulting in net proceeds of $397,980.77. The net proceeds are being held in escrow by Seaboard Title Agency in Wildwood, New Jersey. Sunquest plans to use the sale proceeds to fund its reorganization plan. Additionally, funding will be provided through continued rental income derived from the Roberts Avenue and Twin Beech Parkway Properties and through capital contributions from the Debtor's principal. * Administrative expenses shall be paid in full upon confirmation. * Secured creditor, Brass Financial Group, LLC, the mortgagee for the Baker Avenue Property was paid in full upon the sale of the condominium units. * The secured and priority portion of the claim filed by Amit and Amanda Roy, was paid in full upon the sale of the condominium units. * The claim of secured creditor, Queen Equity, LLC, the mortgagee for the Roberts Avenue Property, shall be resolved by way of a refinance or modification. * The claim of secured creditor, Statebridge Company, the mortgagee for the Twin Beech Parkway Property, shall be resolved by way of a refinance or modification. * The unsecured portion of the claim filed by Amit and Amanda Roy, shall be satisfied in full by way of a lump sum payment of $19,000.00 upon confirmation. * General unsecured creditors (excluding insiders) shall be paid in full over five years by way of equal quarterly payments beginning the 1st month following confirmation and continuing on the 1st day of each quarter thereafter until paid in full. * The general unsecured claim of John and Irma Demarzo, as insiders, shall be paid in full by way of equal quarterly payments beginning the 1st day of the 61st month following confirmation and continuing on the 1st day of each quarter thereafter until paid in full. The sale of the Baker Avenue Property condominium units resulted in net proceeds of $397,980.00 which are currently being held in escrow by Seaboard Title Agency. The sale proceeds should be sufficient to fund administrative and priority creditors in full upon confirmation, to provide funding to support to the modification or refinancing of the Roberts Avenue Property and Twin Beech Parkway property and to recapitalize the Debtor. Additionally, Sunquest anticipates continuing to receive rental income of approximately $5,000.00 from the Roberts Avenue and Twin Beech Parkway Properties. The Debtor must submit all or such portion of the future earnings or other future income of the Debtor to the supervision and control of the Trustee as is necessary for the execution of the Plan. A full-text copy of the Second Modified Plan dated January 9, 2024 is available at https://urlcurt.com/u?l=GnEjlj from PacerMonitor.com at no charge. About Sunquest Property Services Sunquest Property Services LLC is engaged in activities related to real estate. Sunquest Property Services LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 22-19630) on Dec. 6, 2022. In the petition filed by Gary Stephen DeMarzo, as managing member, the Debtor reported assets and liabilities between $1 million and $10 million. Holly Smith Miller has been appointed as Subchapter V trustee. The Debtor is represented by: Robert A. Loefflad Ford, Flower, Hasbrouck & Loefflad 503 W. Burk Avenue PO Box 2081 Wildwood, NJ 08260 SVP-SINGER HOLDINGS: Moody's Cuts CFR & First Lien Term Loan to Ca ------------------------------------------------------------------ Moody's Investors Service downgraded SVP-Singer Holdings Inc's ratings including its Corporate Family Rating to Ca from Caa2, its Probability of Default Rating to Ca-PD from Caa2-PD, and the rating on the company's $370 million original principal amount senior secured first lien term loan due 2028 to Ca from Caa2. The outlook changed to stable from negative. The downgrade and stable outlook reflects SVP-Singer's elevated risk of default including a distressed exchange due to the company's ongoing revenue declines, and meaningfully constrained liquidity and unsustainable capital structure at the current earnings level. SVP-Singer's revenue declined year-over-year about 19% year-to-date through 3Q-2023, following a 30% decline in fiscal 2022. As a result, the company's financial leverage remains unsustainably high. SVP-Singer's company-adjusted EBITDA has declined by about two thirds relative to the 2021 leveraged buy-out (LBO) transaction. In addition, the company's ongoing restructuring and other operating initiatives result in weak quality of earnings with large amounts of add-backs to un-adjusted EBITDA. The ongoing cash flow deficits in 2023 in part driven by the high debt burden has eroded its liquidity following the $50 million capital injection by the company's financial sponsors, Platinum Equity Partners in late December 2022. The company's weak liquidity reflects the meaningfully reduced borrowing capacity on its $70 million asset based lending (ABL) revolver due 2026 (unrated) with $54.5 million borrowings outstanding as of September 30, 2023, up from $10.7 million at the end of fiscal 2022. Given SVP-Singer's meaningfully lower earnings, Moody's anticipates the company will not be in compliance with the ABL's springing fixed charge coverage (as defined in the credit agreement) financial maintenance covenant of at least 1.0x, if tested, reducing its unused capacity by $6.5 million. As a result, the company had minimal borrowing capacity on its ABL revolver as of the end of 3Q-2023. SVP-Singer's $20.5 million of cash at the end of September 2023 and the reduced borrowing capacity under its revolver does not provide a significant amount of leeway to fund debt service if the company is unable to reverse ongoing cash flow deficits. An additional capital contribution from its private equity sponsors, Platinum Equity Partners, could help bolster cash sources, but Moody's believes there is risk that the structure of a transaction and use of any cash received could constitute a distressed exchange. RATINGS RATIONALE SVP-Singer's Ca CFR reflects its elevated risk of default with very high financial leverage and unsustainable capital structure absent a significant earnings improvement. The company has modest revenues with a narrow product focus, and demand for its products is exposed to cyclical consumer discretionary spending, somewhat offset by its exposure to "need to sew" markets. Ongoing inflationary pressures on consumer spending and weakening macro-economic conditions are negatively affecting demand for the company's products. Moody's expects these pressures to persists in 2024, which will make it difficult for the company to execute an earnings turnaround. SVP-Singer's weak liquidity reflects its ongoing cash flow deficits and the uncertainty around its ability to fund business operations and debt service without the need for external financing or a debt restructuring. However, SVP-Singer benefits from a strong market position in the global consumer sewing machines and related products market, supported by its portfolio of well-recognized brands. The company has good geographic and customer diversification, and benefits from its sizable ecommerce and direct to consumer businesses. SVP-Singer's ESG credit impact score CIS-5 indicates that the rating is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored a CIS-4. The score primarily reflects the governance risks related to the company's concentrated decision making under ownership by its financial sponsors, its aggressive financial strategy, and inconsistent track record of achieving its financial targets including significant underperformance since the July 2021 leveraged buyout transaction. The elevated risk of default, including the risk of a distressed exchange which could be detrimental to creditors increases governance risks. The company has some exposure to environmental and social risks though these have lesser influence on the CIS score. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects that the Ca ratings indicate Moody's view on the likelihood of a default, including a distressed exchange, and recovery. The ratings could be downgraded if Moody's view on recovery is lower for any reason. The ratings could be upgraded if the company improves its liquidity such that it can comfortably support business operations and debt service over the next 12 months, and reduces its financial leverage by improving earnings and cash flows such that the risk of a default is lower. Headquartered in Nashville, TN, SVP-Singer Holdings Inc through its subsidiaries manufactures and distributes consumer sewing machines and accessories under the Singer, Husqvarna Viking, and Pfaff brands. Since the 2021 leverage buyout transaction the company is majority owned by Platinum Equity Partners. SVP-Singer reported revenue for the last twelve months period (LTM) ending September 30, 2023 of $330 million. The principal methodology used in these ratings was Consumer Durables published in September 2021. SYSTEM1 INC: Nicholas Graeme Baker Holds 11.7% of Class A Shares ---------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, Nicholas Graeme Baker disclosed that as of Dec. 4, 2023, he beneficially owned 7,699,449 shares of Class A common stock of System1, Inc., representing 11.7 percent based upon 65,653,118 shares of Class A Common Stock outstanding as of Dec. 4, 2023, based on information provided to the Reporting Person by the Issuer on Dec. 4, 2023. The 7,699,449 Shares includes 7,208,087 Shares held directly by the Reporting Person and 491,362 Shares held by Honix Capital Limited Holding, of which the Reporting Person is the sole stockholder. On Dec. 4, 2023, the Company filed a Current Report on Form 8-K and reported that on Nov. 30, 2023, the Company, its wholly owned subsidiary, Total Security Limited, formerly known as Protected.net Group Limited, a private limited company incorporated in England and Wales, Avance Investment Management, LLC, a Delaware limited liability company, Just Develop It Limited, a private limited company incorporated in England and Wales, completed the sale of Total Security's business, including its antivirus and consumer privacy software solutions, pursuant to the terms of a share purchase agreement executed by the Parties on Nov. 30, 2023. Pursuant to the Share Purchase Agreement, JDIL acquired Total Security for consideration to the Company comprised of, among other things, the transfer to the Company by JDIL and related parties of 29,075,143 shares of Class A common stock. As a result of the transfer to the Company of such shares, which resulted in a decrease in the number of outstanding shares of Class A common stock, the Reporting Person's ownership changed by more than one percent from its ownership reported on the Schedule 13D. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1805833/000180583324000023/schedule13d_amendment1-nic.htm About System1 Headquartered in Marina Del Rey, CA, System1, Inc. operates an omnichannel customer acquisition platform, delivering high-intent customers to advertisers and marketing antivirus software packages to end user customers. Los Angeles, California-based PricewaterhouseCoopers LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 5, 2023, citing that the Company has violated a covenant which resulted in the outstanding principal balances under the Company's Term Loan and Revolving Facility with Bank of America being callable at the request of, or with the consent of, the required majority lenders and has insufficient liquidity to settle the outstanding principal balances of the Term Loan and Revolving Facility that raise substantial doubt about its ability to continue as a going concern. TEGNA INC: Senior VP Discloses Ownership of Common Shares --------------------------------------------------------- Julie Heskett, Senior Vice President and Chief Financial Officer of TEGNA Inc., filed a Form 3 Report with the U.S. Securities and Exchange Commission, disclosing indirect beneficial ownership of 8,288.704 shares of the company's common stock through the 401(k) Plan. Additionally, Ms. Heskett was granted phantom shares of common stock of the Company, restricted stock units, and 2021 performance shares. A full-text copy of the report is available at: https://www.sec.gov/Archives/edgar/data/39899/000121465924000339/xslF345X02/marketforms-64032.xml About TEGNA Headquartered in Virginia, TEGNA Inc. is a broadcasting, digital media and marketing services company. As of Sept. 30, 2023, TEGNA has $7.20 billion in total assets and $4.22 billion in total liabilities. Egan-Jones Ratings Company on August 10, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by TEGNA Inc. TRANE TECHNOLOGIES: Units Allowed to Remain in Texas Two-Step ------------------------------------------------------------- Akiko Matsuda of The Wall Street Journal reports that a bankruptcy judge is allowing U.S. affiliates of Irish air conditioning manufacturer Trane Technologies to remain in bankruptcy, denying a request from asbestos-injury claimants to dismiss the cases created through a controversial strategy known as the Texas Two-Step. Judge J. Craig Whitley of the U.S. Bankruptcy Court in Charlotte, N.C. issued his decision Thursday, December 28, 2023, rejecting the request to dismiss the chapter 11 cases. Trane placed subsidiaries Aldrich Pump and Murray Boiler under bankruptcy in June 2020 to handle about 90,000 asbestos-related lawsuits. About Trane Technologies Trane Technologies plc (formerly known as Ingersoll Rand plc) is an Irish-domiciled diversified industrial manufacturing company formed in 1905 by the merger of Ingersoll-Sergeant Drill Company and Rand Drill Company. It is headquartered near Dublin, Ireland. About Aldrich Pump Aldrich Pump LLC and Murray Boiler LLC are U.S. subsidiaries of Trane Technologies, a publicly traded company. Ireland's Trane Technologies, formerly as Ingersoll Rand plc, is a global climate innovator that brings efficient and sustainable climate solutions to buildings, homes, and transportation. The North American headquarters of Trane Technologies are located in Davidson, North Carolina. Aldrich Pump and Murray Boiler sought Chapter 11 protection (Bankr. W.D.N.C. Lead Case No. 20-30608) on June 18, 2020. Judge Craig J. Whitley oversees the cases. In the petition signed by its chief legal officer, Allan Tananbaum, Aldrich Pump reported $100 million to $500 million in both assets and liabilities. The Debtors tapped Rayburn Cooper & Durham, P.A. and Jones Day as bankruptcy counsels; Bates White, LLC, Evert Weathersby Houff, and K&L Gates, LLP as special counsel; AlixPartners, LLP as financial advisor; and Kurtzman Carson Consultants, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed a committee of asbestos personal injury claimants. The asbestos committee tapped Robinson & Cole, LLP and Caplin & Drysdale, Chartered as bankruptcy counsels. The committee also selected FTI as its financial advisor and Legal Analysis Systems, Inc. as its asbestos consultant. On Oct. 14, 2020, the court entered the order appointing Joseph W. Grier, III, as legal representative for future asbestos claimants (FCR). Mr. Grier tapped Orrick, Herrington & Sutcliffe LLP and Grier Wright Martinez, PA as bankruptcy counsels; Anderson Kill P.C. as special insurance counsel; and Ankura Consulting Group, LLC, as asbestos claims consultant and financial advisor. TRINITY PLACE: Third Avenue Has 12.85% Stake as of Jan. 3 --------------------------------------------------------- Third Avenue Management LLC disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission that as of Jan. 3, 2024, it beneficially owned 4,909,472 shares of common stock of Trinity Place Holdings Inc., representing 12.85 percent based upon 38,199,386 shares of Common Stock reported by the Issuer in its Quarterly Report on Form 10-Q to be outstanding as of Nov. 14, 2023. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/724742/000199937124000228/trinity-13da_010324.htm About Trinity Place Trinity Place Holdings Inc. is a real estate holding, investment, development and asset management company. The Company's largest asset is a property located at 77 Greenwich Street in Lower Manhattan, which is nearing completion as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school. The Company also owns a 105-unit, 12-story multi-family property located at 237 11th Street in Brooklyn, New York as well as a property occupied by a retail tenant in Paramus, New Jersey. New York, New York-based BDO USA, LLP, the Company's auditor since 2003, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has loans with varying debt maturities during the next 12 months for which there can be no guarantee that the Company will be able to refinance or extend the maturity dates of the loans. This condition raises substantial doubt about the Company's ability to continue as a going concern. "The Company's cash and cash equivalents will not be sufficient to fund the Company's operations, debt service, amortization and maturities and corporate expenses beyond the next few months, unless we are able to both extend or refinance or otherwise resolve our maturing debt and also raise additional capital or enter into a strategic transaction, creating substantial doubt about our ability to continue as a going concern. As of October 31, 2023, our cash and cash equivalents totaled approximately $583,000," the Company said in its Quarterly Report for the period ended Sept. 30, 2023. TROIKA MEDIA: Creditors Committee Members Disclose Claims --------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Official Committee of Unsecured Creditors filed a verified statement in the Chapter 11 cases of Troika Media Group, Inc., and its affiliates. The Committee consists of the following three members: (i) Digital Media Solutions, LLC; (ii) Thryv, Inc.; and (iii) Direct Agents, Inc. The Committee members hold unsecured claims against the Debtors' estates arising from a variety of obligations, transactions, and relationships. The names and all disclosable economic interests of each Committee Member as of December 18, 2023, are: 1. Digital Media Solutions, LLC 4800 N. 140th Street, Ste. 101 Clearwater, FL 33762 * Digital Media Solutions, LLC holds disclosable economic interests through certain of its subsidiaries in an amount not less than $859,085 arising from its position as a provider of marketing and advertising services to the Debtors. 2. Thryv, Inc. 2200 W. Airfield Drive DFW Airport Dallas, TX 75261 * Thryv, Inc. holds disclosable economic interests in an amount not less than $275,611.62 arising from its position as a provider of advertising services to the Debtors. 3. Direct Agents, Inc. 149 Fifth Ave. New York, NY 10010 * Direct Agents, Inc. holds disclosable economic interests in an amount not less than $515,900 arising from its position as a provider of advertising services to the Debtors. Proposed Counsel to the Official Committee of Unsecured Creditors: MCDERMOTT WILL & EMERY LLP Kristin K. Going, Esq. Darren Azman, Esq. Stacy Lutkus, Esq. Natalie Rowles, Esq. One Vanderbilt Avenue New York, NY 10017-3852 Telephone: (212) 547-5400 Facsimile: (212) 547-5444 E-mail: kgoing@mwe.com dazman@mwe.com salutkus@mwe.com nrowles@mwe.com About Troika Media Group Troika Media Group, Inc., a New York-based company and its affiliates, operate a media advertising professional services company. Troika Media Group's core asset is the business segment run by Converge Direct, LLC, which Troika Media Group acquired in March 2022 for $125 million. Converge is a data-and-audience-centric media buying agency. It differentiates itself from the typical agency model in favor of deeper engagement with its clients and investing in its own lead generating activities. Converge provides complementary services such as advertising strategy and customized advertising campaigns, utilizing its proprietary attribution analytics software tool, Helix. Troika Media Group and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 23-11969) on Dec. 7, 2023. As of Oct. 31, 2023, Troika Media Group had total assets of $86.5 million and total debts of $130.7 million. Judge David S. Jones oversees the cases. The Debtors tapped Willkie Farr & Gallagher, LLP as legal counsel; Jefferies, LLC as investment banker; and Arete Capital Partners, LLC as financial advisor. Kroll Restructuring Administration, LLC is the notice, claims, solicitation and balloting agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by McDermott Will & Emery, LLP. Counsel to the lenders and the agents under the Debtors' prepetition secured credit facility and the lenders and the agents under the Debtors' debtor-in-possession financing facility: Roger Schwartz, Esq. Michael Handler, Esq. Robert Nussbaum, Esq. King & Spalding 1185 Avenue of the Americas, 34th Floor New York, NY 10036 E-mail: rschwartz@kslaw.com mhandler@kslaw.com rnussbaum@kslaw.com VARDAN LLC: Unsecureds' Recovery Lowered to 1% of Claims -------------------------------------------------------- Vardan, LLC, submitted an Amended Subchapter V Plan of Liquidation dated January 9, 2024. The principal business of the Debtor was the ownership and operation of a motel located at 8721 Madison Blvd Madison, Alabama 35758 ("Property"). The Plan proposed by the Debtor is a plan of liquidation whereby the Debtor's assets have been liquidated and sold for the benefit of its creditors. The Debtor has made certain payments to its creditors under the Court's Order dated December 21, 2023 (the "Sale Order"), with remaining payments to be made under this Plan from the proceeds generated by the sale of its Property. On October 3, 2023, Debtor filed a Motion to Sell Substantially All of the Debtor's Assets Free and Clear of Liens, Claims, Interests, and Encumbrances ("Sale Motion"). Pursuant to this Sale Motion the Debtor sought permission to sell the Property, to Shyam 23 for $4,075,000. On December 21, 2023, this Court entered an Order authorizing the Debtor to sell the Property to Shyam 23, LLC pursuant to the terms of the Purchase and Sale Agreement ("Purchase Agreement") free and clear of all liens, claims, interests, and encumbrances pursuant to Section 363 of the Bankruptcy Code. On December 28, 2023, the Debtor closed on the sale of the Property to Shyam 23 for the gross sales price of $4,202,298.18. Class 7 consists of all allowed general unsecured claims which are impaired. The total amount of unsecured claims exceeds $500,000. The claims are of every kind and nature, whether or not a proof of claim was filed in this case, including but not limited to the Debtor's business expenses, all loans whether in writing or based on an oral agreement, claims arising from, rents, mechanic liens, the rejection of executory contracts, tort claims, unexpired lease claims, deficiencies on secured claims, contract damage claims or open account claims, unsecured tax claims, and damages arising from or related to any liquidated or contingent claim. It also includes any debt which is filed as a priority or secured claim but, which is allowed as an unsecured claim by the Bankruptcy Court. No interest shall accrue on such a claim after the date of the Petition and any such interest shall be disallowed under Section 502(b)(2) of the Code. Allowed general unsecured creditors of this Class, will be paid a pro-rata portion of the net sale proceeds from the Sale of the Property after payment of all allowed administrative, secured, and priority claims on or before the 60th day from the Effective Date of the Plan. Based on current allowed claims, Debtor estimates that Allowed Unsecured Claims will receive approximately 1% of their claim.1 Pursuant to Section 1191 of the Bankruptcy Code, the value of the property as of the Effective Date of the Plan to be distributed under the Plan on account of each unsecured claim, equals or exceeds the amount that would be paid on such claim in a liquidation under Chapter 7. Class 8 is comprised of all equity interests in the Debtor, which are owned by Subbarao Yallapragada and Sheela Yallapragada and/or Sahara Management Group, LLC. All equity interests in the Debtor will be terminated on the Effective Date, and no holder of an equity interest shall receive a distribution unless there are funds remaining after payment in full of all Classes 1-7. The Debtor will fund this Plan with the net proceeds it receives from the sale of the Property. This Plan contemplates 100% disbursement to allowed Administrative Claims, Priority Claims and the Secured Creditors, as well as a Pro Rata distribution to Allowed Unsecured Claims. Furthermore, the Plan will be implemented according to the following schedule: * On or before the Effective Date of the Plan, the Debtor will pay all allowed unclassified claims, including all notice fees, in an amount according to a bill or certificate of charges due form the Clerk of Court. This amount is estimated to be less than $100. * Unless otherwise ordered or agreed, on or before the Effective Date of the Plan, Debtor shall pay the Subchapter V Trustee her compensation and reimbursement of expenses as allowed by the Court. * On or before the Effective Date of the Plan, the Debtor shall pay its attorney an amount approved by the Court for compensation and reimbursement of expenses after a notice and hearing upon property application by said attorney. The amount of professional compensation due as of confirmation is estimated to be approximately $35,000. * The Plan authorizes the Debtor to execute all documents necessary to carry out the terms of the Plan. A full-text copy of the Amended Liquidating Plan dated January 9, 2024 is available at https://urlcurt.com/u?l=Vte12f from PacerMonitor.com at no charge. Attorney for Debtor: Kevin D. Heard, Esq. Angela S. Ary, Esq. HEARD, ARY & DAURO, LLC 303 Williams Avenue, Suite 921 Huntsville, AL 35801 Phone: (256) 535-0817 Email: kheard@heardlaw.com aary@heardlaw.com About Vardan LLC Vardan, LLC, owns a motel/hotel located at 8721 Madison Blvd. (Hwy 20 W), Madison, Ala., valued at $5.16 million. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-81630) on Sept. 5, 2023, with $5,199,091 in assets and $6,844,752 in liabilities. Linda B. Gore has been appointed as Subchapter V trustee for Vardan, LLC. Judge Clifton R. Jessup Jr. oversees the case. Kevin D. Heard, Esq., at Heard, Ary & Dauro, LLC, is the Debtor's legal counsel. VECTOR ESCAPES: Amends Classes 1 & 2 Claims Pay Details ------------------------------------------------------- Vector Escapes, Inc., submitted an Amended Small Business Plan of Reorganization dated January 9, 2024. Debtor will fund the Plan by contributing his "Disposable Income" 60-months. The Plan Proponent's financial projections show Debtor will have projected disposable income of $775 per month. Debtor may also use cash on hand to fund payments. The final Plan payment is expected to be paid on March 15, 2029. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations of Debtor's businesses. Non-priority unsecured creditors holding allowed claims in Debtor's case will receive distributions, which the proponent of this Plan has valued at 5 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 1 consists of the Claim of CDC Small Business Finance. The Class 1 claim of CDC is undersecured and, shall be bifurcated into: (1) a secured claim in the amount of $38,866, the value of the Class 1 claimholders collateral (the "Class 1 Secured Claim"); and (2) an unsecured claim in the amount of $252,391 (the "Class 1 Unsecured Claim"). The Class 1 Secured Claim shall be paid in full, with interest fixed at the applicable Interest Rate under this Plan, over 60-months. Commencing on the Effective Date, the reorganized debtor shall make fully amortized monthly payments to the Class 1 claimholder in the amount of $825.79 per month for a period of 60-months in full satisfaction of the Class 1 Secured Claim. The Class 1 Unsecured Claim shall be reclassified to Class 3 under this Plan and shall only maintain the rights of a Class 3 non-priority unsecured claim under this Plan. Class 2 consists of the Claim of the U.S. Small Business Administrative and Celtic Bank. The allowed Class 2 claims are wholly unsecured and by virtue of superior priority liens exceeding the value of Debtor's assets and the Class 2 collateral. The Class 2 claims of the U.S. Small Business Administrative and Celtic Bank are reclassified to a Class 3 non-priority unsecured claims and shall be treated in accord with the treatment of Class 3 claims under this Plan. Within 15-days of the Effective Date, each Class 2 claimholder shall take all actions necessary to release its unsecured lien, including, but limited to, filing a UCC-3 termination statement with the Secretary of State for the State of Nevada. Like in the prior iteration of the Plan, each holder of a Class 3 general unsecured non-priority Allowed Claim shall receive their pro rata share of Debtor's Disposable Income, after the payment in full of Administrative Claims, through the end of the Plan Term (the "Class 3 Plan Dividend"). Class 4 Equity security holders of Debtor shall retain their interests in the Debtor, but shall receive no disbursement on account of such equity interest during the Plan Term. Debtor will use its Disposable Income during the Plan Term, cash on hand, and profits from the operation of its business to fund the Plan. Commencing on the Effective Date of this Plan, Debtor's Disposable Income will be disbursed on a monthly basis and first used to fund Debtor's required Plan payments to allowed administrative expense claims and then Class 3 non-priority general unsecured creditors. A full-text copy of the Amended Plan of Reorganization dated January 9, 2024 is available at https://urlcurt.com/u?l=HHv1As from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Kevin A. Darby, Esq. Darby Law Practice, Ltd. 499 W. Plumb Lane, Suite 202 Reno, NV 89509 Telephone: (775) 322-1237 Email: kevin@darbylawpractice.com About Vector Escapes Vector Escapes, Inc. operates an escape room business in Reno, Nevada. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 23-50553-hlb) on August 8, 2023. In the petition signed by Josh Morton, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Hilary L. Barnes oversees the case. Kevin A. Darby, Esq., at Darby Law Practice, is the Debtor's legal counsel. VEDANTA RESOURCES: Reaches Deal to Move $3-Bil. Bonds Due Dates --------------------------------------------------------------- Megawati Wijaya, Divya Patil and Saikat Das of Bloomberg News report that debt-laden Vedanta Resources Ltd inked a deal with creditors to extend the maturities of three dollar bonds, a move a ratings agency has warned may trigger a default label. The junk-rated miner said bondholders voted in favor of the proposed changes in terms without any amendments, according to a statement on Thursday. The company had already announced it won the requisite bondholder backing, but has now executed the amendments. About Vedanta Resources Vedanta Resources Limited operates as a diversified natural resource company. The Company extracts and process zinc, lead, aluminum, iron ore, copper, and silver, as well as focuses on oil and natural gas. Vedanta Resources serves clients worldwide. As reported in the Troubled Company Reporter-Europe, Moody's corporate family rating for Vedanta Resources Limited was at B2 as of Dec. 29, 2020. S&P Global Ratings assigned its 'B-' long-term issue rating to Vedanta 's proposed guaranteed senior unsecured notes on December 8, 2020. VERDE BUILDING: Unsecured Creditors to Split $10K in Plan --------------------------------------------------------- Verde Building Solutions, Inc., filed with the U.S. Bankruptcy Court for the Western District of North Carolina a Plan of Reorganization dated January 9, 2024. Formed on March 21, 2013, the Debtor is a South Carolina corporation organized to do business in North Carolina. The Debtor is a licensed general contractor in North Carolina with a focus on residential development with an emphasis on townhomes. The Plan Proponent's is committing all disposable income from the Vantage Point project which will pay the priority scheme. The Plan of Reorganization under Chapter 11 of the Bankruptcy Code proposes to pay creditors of the Debtor from the ongoing operations of the Debtor's business through the disposable income from the Vantage Point project. To the extent that the Vantage Point project does not pay unsecured creditors, My Verde Home will commit $10,000 to be paid to unsecured creditors on a pro rata basis. Class 5 consists of the Equity Interests in the Debtor. The Equity Interests in the Debtor shall remain with the Debtor's insider. Equity Interest Holders shall continue to be the licensed qualifier for the Debtor for a period of three years from the Petition Date. No equity distribution shall be made to the holders of Equity Interests, unless and until all Allowed Claims have been paid in full. Class 6 consists of all Allowed General Unsecured Claims. The Debtor estimate that the amount of the Class 6 Claims is $663,585.50. After the satisfaction of or provision for payment in full of Allowed Administrative Expense Claims and Allowed Claims in Classes 1-5, the holder of the Allowed Class 6 Claims will receive distributions in an amount equal to their Pro Rata Share of 1.5% in the unsecured creditor pool amount of $663,585.50. The total distribution to Allowed Claim holders in Class 6 is estimated to be a minimum $10,000.00. These Claims shall be treated as unsecured obligations of the Reorganized Debtor. Allowed General Unsecured Creditors shall be paid a Pro Rata share of the Reorganized Debtor's projected disposable income. To the extent that the Vantage Point project does not pay unsecured creditors, My Verde Home will commit $10,000 to be paid to unsecured creditors on a pro rata basis. Class 6 is impaired by the Plan. Distributions to holders of Allowed Claims will be made from available cash, funded by the revenue generated through the completion of the Vantage Point and from causes of action, including Avoidance Actions. Further, My Verde Home shall commit up to $10,000.00 of its disposable income provided that Class 6 does not receive any monies from Vantage Point. For sake of clarity, if after allowed Administrative Expense Claimants and Allowed Claims in Class 1 through Class 5 are paid their allowed amount, and Vantage Point has a remaining $3,000.00, allowed Class 6 claimants will receive their pro rata share of $3,000.00 and My Verde will commit to an additional $7,000.00 to Class 6. A full-text copy of the Plan of Reorganization dated January 9, 2024 is available at https://urlcurt.com/u?l=4PPzyY from PacerMonitor.com at no charge. Counsel for the Debtor: John C. Woodman, Esq. Essex Richards, PA 1701 South Blvd. Charlotte, NC 28203 Telephone: (704) 377-4300 Facsimile: (704) 372-1357 Email: jwoodman@essexrichards.com About Verde Building Solutions Verde Building Solutions, Inc., is a full-service design, construction and development firm specializing in multi-family, residential and mixed-use projects. The company is based in Charlotte, N.C. Verde Building Solutions filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 23-30704) on Oct. 11, 2023, with up to $1 million in assets and up to 10 million in liabilities. Ronald Staley Jr., president, signed the petition. Judge Laura T. Beyer oversees the case. The Debtor tapped John C. Woodman, Esq., at Essex Richards, PA as legal counsel and Michael T. Bowers, CPA, as accountant. WESCO AIRCRAFT: Unsecureds to Get Share of Settlement Cash Pool --------------------------------------------------------------- Wesco Aircraft Holdings, Inc., et al., submitted a Modified First Amended Joint Chapter 11 Plan and Disclosure Statement dated January 11, 2024. The Plan provides for a comprehensive financial restructuring (the "Restructuring") that will eliminate approximately $2 billion of net debt (plus unpaid interest) from their balance sheet. As a result, Incora will emerge from chapter 11 (as the "Reorganized Debtors") a stronger company, with a sustainable capital structure that is better aligned with its expectations for growth. The Debtors believe that the proposed Restructuring will provide the Debtors with the capital structure and liquidity that they need to flourish. Entering bankruptcy, the Debtors were overleveraged and faced severe liquidity constraints. The Restructuring will address those problems by eliminating approximately $2 billion in net funded debt obligations, thereby reducing debt service and eliminating near-term maturities. Furthermore, the rejection or renegotiation of certain burdensome contracts during the Chapter 11 Cases will improve Incora's long term profit margins. Throughout the Chapter 11 Cases, the Debtors have engaged in negotiations with key creditor groups over the terms of a plan of reorganization. Separate from and in addition to the Committee Stipulation, the Debtors have entered into a Restructuring Support Agreement with, among others, the members of the First Lien Noteholder Group and the holders of more than two-thirds in principal amount of the 1.25L Notes Claims and the Sponsor. Pursuant to the Restructuring Support Agreement, those supporting stakeholders have agreed to accept the proposed treatment of their Claims and Interests under the Plan, to vote in favor of the Plan, and not opt out of the Third-Party Releases. The holder of more than two-thirds in principal amount of the 2027 Unsecured Notes Claims has also, through the Restructuring Support Agreement agreed to support the Plan and to withdraw its pending motion for standing to pursue certain Causes of Action, but has not agreed to vote to accept the Plan or to accept the Third Party Releases. The Restructuring Support Agreement also provides for the payment of a limited amount of professional fees and expenses for certain of the supporting creditors. Class 4 consists of all 1L Notes Claims. On the Effective Date, each holder of an Allowed 1L Notes Claim shall receive (i) its Pro Rata share of (A) $420,000,000 in principal amount of New Takeback Notes and (B) 96.5% of the New Common Equity, subject to dilution by any New Common Equity issued in respect of the Management Incentive Plan, and (ii) the indemnification. As a component of the Global Settlement, each holder of a Claim in Class 4 shall not receive any distributions from the Settlement Distributions on account of any deficiency claim in respect of such 1L Notes Claims. Class 5 consists of the 1.25L Notes Claims. The 1.25L Notes Claims shall be Allowed (against all Debtors that are obligors in respect of, including guarantors of, the 1.25L Notes) in the amount of $535,859,414.03 (the aggregate principal amount and accrued but unpaid interest thereon through the Petition Date), plus fees through the Petition Date, and shall not include any amount on account of "Applicable Premium," make-whole premium, call protection, or other similar amounts or premiums. As a component of the Global Settlement, holders of Claims in Class 5 shall not receive any distributions on account of such 1.25L Notes Claims. Class 7a consists of all General Unsecured Claims against one or more Debtors. On the Effective Date (or as soon thereafter as reasonably practicable in accordance with the resolution and distribution provisions set forth herein), each holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of the Settlement Equity Pool. * The 2024 Unsecured Notes Claims shall be Allowed (against all Debtors that are obligors in respect of, including guarantors of, the 2024 Unsecured Notes) in the amount of $184,984,336.09 (the aggregate principal amount and accrued but unpaid interest thereon through the Petition Date), plus fees through the Petition Date, and shall not include any amount on account of "Applicable Premium," make-whole premium, call protection, or other similar amounts or premiums. * The 2026 Unsecured Notes Claims shall be Allowed (against all Debtors that are obligors in respect of, including guarantors of, the 2026 Unsecured Notes) in the amount of $353,557,970.20 (the aggregate principal amount and accrued but unpaid interest thereon through the Petition Date), plus fees through the Petition Date, and shall not include any amount on account of "Applicable Premium," make-whole premium, call protection, or other similar amounts or premiums. * The 2027 Unsecured Notes Claims shall be Allowed (against all Debtors that are obligors in respect of, including guarantors of, the 2027 Unsecured Notes) in the amount of $111,608,496.29 (the aggregate principal amount and accrued but unpaid interest thereon through the Petition Date), plus fees through the Petition Date, and shall not include any amount on account of "Applicable Premium," make-whole premium, call protection, or other similar amounts or premiums. Class 7b consists of all General Unsecured Convenience Claims. Except to the extent previously paid during the Chapter 11 Cases or such holder agrees to less favorable treatment (with the consent of the Required Consenting 1L Noteholders, not to be unreasonably withheld), each holder of an Allowed General Unsecured Convenience Claim shall receive such holder's Pro Rata share of Cash in the amount of the Settlement Cash Pool; provided that in no event shall any holder of General Unsecured Convenience Claims receive more than 10.00% of the Allowed amount of its General Unsecured Convenience Claim. The Reorganized Debtors shall fund distributions under the Plan required to be paid in Cash, if any, with Cash on hand (including Cash from operations and Cash received under the DIP Financing in accordance with the DIP Documents and Cash received on the Effective Date). A copy of the Modified First Amended Joint Plan dated January 11, 2024, is available at https://urlcurt.com/u?l=34KXqP from www.kccllc.net, the claims agent. Counsel to the Debtors: Charles A. Beckham, Jr., Esq. Patrick L. Hughes, Esq. Kelli S. Norfleet, Esq. HAYNES AND BOONE, LLP 1221 McKinney Street, Suite 4000 Houston, TX 77010 Tel: 1 (713) 745-2000 E-mail: Charles.Beckham@HaynesBoone.com Patrick.Hughes@HaynesBoone.com Kelli.Norfleet@HaynesBoone.com - and - Dennis F. Dunne, Esq. Samuel A. Khalil, Esq. Benjamin M. Schak, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Tel: 1 (212) 530-5000 E-mail: DDunne@Milbank.com SKhalil@Milbank.com BSchak@Milbank.com About Incora Incora -- http://www.incora.com/-- is the trade name for the group of companies formed by Wesco Aircraft and Pattonair, a provider of comprehensive supply chain management services to the global aerospace and other industries. Beginning with a strong foundation in aerospace and defense, Incora also utilizes its supply chain expertise to serve industrial manufacturing, marine, pharmaceutical and beyond. Incora incorporates itself into customers' businesses, managing all aspects of supply chain from procurement and inventory management to logistics and on-site customer services. The company is headquartered in Fort Worth, Texas, with a global footprint that includes 68 locations in 17 countries and more than 3,800 employees. Wesco Aircraft Holdings, Inc., doing business as Incora, and 43 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 23-90611) on June 1, 2023. Wesco Aircraft estimated assets and debt of $1 billion to $10 billion as of the bankruptcy filing. The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as bankruptcy counsels; PJT Partners, Inc. as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor; and Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and conflicts counsel. Kurtzman Carson Consultants, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP and Morrison Foerster, LLP as its counsel; Piper Sandler & Co. as investment banker; and Province, LLC as financial advisor. [] Glennwillow Health Care Facility Up for Sale ----------------------------------------------- Eric M. Silver, President & Broker at Ag Real Estate Group Inc., has put up for sale a 101,500 +/- sf. on 8.86 +/- acres health care facility located at 7000 Cochran Road, Glennwillow, Ohio 44139. Interested buyers may contact Mr. Silver before Jan. 18, 2024. Mr. Silver can be reached at: Ag Real Estate Group, Inc. 3659 South Green Road Suite 216 Beachwood, Ohio 44122 Tel: 216-350-2394 Email: info@agrealestategroup.com [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- AEMETIS INC AMTX US 277.4 (200.0) (35.9) AEON BIOPHARMA I AEON US 17.6 (121.7) 2.7 ALNYLAM PHARMACE ALNY US 3,839.1 (165.9) 2,035.7 ALPHATEC HOLDING ATEC US 670.2 (20.6) 185.5 ALTRIA GROUP INC MO US 36,469.0 (3,357.0) (6,991.0) AMC ENTERTAINMEN AMC US 8,793.1 (2,138.0) (548.7) AMC ENTERTAINMEN AMCE AV 8,793.1 (2,138.0) (548.7) AMERICAN AIRLINE AAL US 65,711.0 (5,136.0) (7,672.0) AON PLC-CLASS A AON US 33,112.0 (486.0) 403.0 AULT DISRUPTIVE ADRT/U U 2.5 (3.0) (1.8) AUTOZONE INC AZO US 16,292.6 (5,213.7) (1,828.8) AVIS BUDGET GROU CAR US 32,304.0 (28.0) (537.0) BATH & BODY WORK BBWI US 5,243.0 (2,124.0) 550.0 BAUSCH HEALTH CO BHC US 27,064.0 (235.0) 824.0 BAUSCH HEALTH CO BHC CN 27,064.0 (235.0) 824.0 BELLRING BRANDS BRBR US 691.6 (323.5) 274.0 BEYOND MEAT INC BYND US 929.2 (362.9) 392.8 BIOCRYST PHARM BCRX US 522.9 (411.0) 411.7 BIOTE CORP-A BTMD US 149.7 (51.3) 92.7 BOEING CO/THE BA US 134,281.0 (16,717.0) 13,873.0 BOMBARDIER INC-A BBD/A CN 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-A BDRAF US 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-B BBD/B CN 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-B BDRBF US 12,524.0 (2,470.0) (1.0) BOOKING HOLDINGS BKNG US 25,635.0 (625.0) 5,647.0 BOSTON PIZZA R-U BPZZF US 146.6 (241.3) 2.7 BOSTON PIZZA R-U BPF-U CN 146.6 (241.3) 2.7 BOX INC- CLASS A BOX US 1,033.8 (48.9) 113.7 BRIDGEBIO PHARMA BBIO US 655.0 (1,193.7) 481.6 BRINKER INTL EAT US 2,474.8 (156.3) (364.5) BROOKFIELD INF-A BIPC CN 10,973.0 (764.0) (3,410.0) BROOKFIELD INF-A BIPC US 10,973.0 (764.0) (3,410.0) CALUMET SPECIALT CLMT US 2,804.8 (197.6) (456.8) CARDINAL HEALTH CAH US 43,710.0 (3,490.0) (377.0) CARGO THERAPEUTI CRGX US - - - CARVANA CO CVNA US 7,025.0 (202.0) 1,791.0 CEDAR FAIR LP FUN US 2,318.6 (565.8) (141.1) CENTRUS ENERGY-A LEU US 644.7 (24.0) 194.6 CHENIERE ENERGY CQP US 18,072.0 (973.0) (195.0) CINEPLEX INC CGX CN 2,225.6 (30.2) (252.1) CINEPLEX INC CPXGF US 2,225.6 (30.2) (252.1) COMMUNITY HEALTH CYH US 14,674.0 (893.0) 1,099.0 COMPOSECURE INC CMPO US 195.0 (238.8) 75.4 CONDUIT PHARMACE CDT US 12.0 (1.1) 5.8 CONSENSUS CLOUD CCSI US 706.5 (199.3) 107.5 COOPER-STANDARD CPS US 2,029.0 (57.4) 258.8 CPI CARD GROUP I PMTS US 292.1 (56.7) 115.2 CYTOKINETICS INC CYTK US 740.6 (438.8) 483.7 DELEK LOGISTICS DKL US 1,709.5 (139.2) 32.3 DELL TECHN-C DELL US 83,264.0 (2,570.0) (11,890) DENNY'S CORP DENN US 479.8 (35.8) (56.0) DIGITALOCEAN HOL DOCN US 1,425.1 (358.8) 287.2 DINE BRANDS GLOB DIN US 1,659.6 (273.7) (120.5) DOMINO'S PIZZA DPZ US 1,619.5 (4,141.5) 232.7 DOMO INC- CL B DOMO US 208.2 (150.8) (80.6) DROPBOX INC-A DBX US 3,010.6 (350.3) 270.3 EMBECTA CORP EMBC US 1,214.4 (821.7) 395.6 ENGENE HOLDINGS ENGN US 0.0 (0.1) (0.1) ESPERION THERAPE ESPR US 221.3 (410.0) 80.5 ETSY INC ETSY US 2,449.2 (622.5) 795.0 EVOLUS INC EOLS US 168.0 (19.4) 43.5 FAIR ISAAC CORP FICO US 1,575.3 (688.0) 188.8 FENNEC PHARMACEU FRX CN 19.0 (10.5) 15.0 FENNEC PHARMACEU FENC US 19.0 (10.5) 15.0 FERRELLGAS PAR-B FGPRB US 1,472.1 (291.2) 133.9 FERRELLGAS-LP FGPR US 1,472.1 (291.2) 133.9 FOGHORN THERAPEU FHTX US 313.4 (57.4) 213.4 GCM GROSVENOR-A GCMG US 504.7 (93.7) 108.9 GEN RESTAURANT G GENK US 175.6 36.5 10.9 GODADDY INC-A GDDY US 6,499.2 (973.4) (1,448.3) GREEN PLAINS PAR GPP US 120.3 (1.1) 4.9 GROUPON INC GRPN US 523.9 (49.3) (158.1) H&R BLOCK INC HRB US 2,511.1 (344.9) (160.9) HCM ACQUISITI-A HCMA US 295.2 276.9 1.0 HCM ACQUISITION HCMAU US 295.2 276.9 1.0 HERBALIFE LTD HLF US 2,724.7 (1,103.5) 180.7 HILTON WORLDWIDE HLT US 15,200.0 (1,753.0) (1,077.0) HP INC HPQ US 37,004.0 (1,069.0) (6,511.0) IMMUNITYBIO INC IBRX US 432.4 (410.6) 124.8 INSMED INC INSM US 1,324.9 (289.4) 729.8 INSPIRED ENTERTA INSE US 353.5 (50.3) 64.4 IRONWOOD PHARMAC IRWD US 524.1 (325.7) (27.0) JACK IN THE BOX JACK US 3,001.1 (718.3) (233.6) LESLIE'S INC LESL US 1,034.4 (161.4) 194.5 LIFEMD INC LFMD US 40.7 (11.1) (7.6) LINDBLAD EXPEDIT LIND US 851.6 (91.7) (59.9) LOWE'S COS INC LOW US 42,519.0 (15,147.0) 3,472.0 MADISON SQUARE G MSGS US 1,366.1 (358.5) (352.9) MADISON SQUARE G MSGE US 1,348.5 (235.2) (321.1) MANNKIND CORP MNKD US 320.3 (251.8) 129.2 MARRIOTT INTL-A MAR US 25,267.0 (661.0) (3,995.0) MATCH GROUP INC MTCH US 4,248.9 (299.0) 548.1 MBIA INC MBI US 2,990.0 (1,228.0) - MCDONALDS CORP MCD US 52,089.3 (4,854.8) 2,847.3 MCKESSON CORP MCK US 66,091.0 (1,464.0) (3,616.0) MEDIAALPHA INC-A MAX US 133.0 (99.7) (9.2) METTLER-TOLEDO MTD US 3,288.7 (105.9) 126.5 MSCI INC MSCI US 4,865.5 (1,049.1) 434.7 NATHANS FAMOUS NATH US 65.6 (35.4) 40.0 NEW ENG RLTY-LP NEN US 386.2 (64.7) - NOVAVAX INC NVAX US 1,657.2 (678.4) (461.8) NUTANIX INC - A NTNX US 2,570.6 (642.2) 818.4 O'REILLY AUTOMOT ORLY US 13,551.8 (1,760.5) (2,453.4) OMEROS CORP OMER US 493.1 (14.0) 204.2 ORGANON & CO OGN US 11,012.0 (589.0) 1,559.0 OTIS WORLDWI OTIS US 10,390.0 (4,610.0) - PAPA JOHN'S INTL PZZA US 877.6 (459.0) (54.8) PELOTON INTERA-A PTON US 2,672.8 (371.0) 837.5 PETRO USA INC PBAJ US 0.0 (0.1) (0.1) PHATHOM PHARMACE PHAT US 237.0 (17.8) 202.7 PHILIP MORRIS IN PM US 62,927.0 (7,706.0) (2,354.0) PITNEY BOWES INC PBI US 4,422.7 (125.1) (23.0) PLANET FITNESS-A PLNT US 2,944.8 (164.9) 267.3 PROS HOLDINGS IN PRO US 431.9 (54.9) 42.5 PTC THERAPEUTICS PTCT US 1,259.9 (670.8) 48.2 RAPID7 INC RPD US 1,399.3 (161.6) 28.3 RE/MAX HOLDINGS RMAX US 597.9 (63.3) 21.3 RED ROBIN GOURME RRGB US 777.3 (8.7) (91.4) REVANCE THERAPEU RVNC US 532.5 (106.2) 306.4 RH RH US 4,240.6 (333.2) 351.9 RIMINI STREET IN RMNI US 335.0 (53.1) (56.7) RINGCENTRAL IN-A RNG US 2,182.5 (285.0) 447.0 SABRE CORP SABR US 4,741.7 (1,267.9) 288.1 SBA COMM CORP SBAC US 10,334.2 (5,131.4) (203.2) SCOTTS MIRACLE SMG US 3,413.7 (267.3) 624.1 SEAGATE TECHNOLO STX US 7,196.0 (1,702.0) 163.0 SEAWORLD ENTERTA SEAS US 2,575.5 (252.4) (30.6) SIRIUS XM HOLDIN SIRI US 10,129.0 (2,893.0) (2,117.0) SIX FLAGS ENTERT SIX US 2,717.1 (335.3) (280.1) SLEEP NUMBER COR SNBR US 961.0 (420.7) (721.3) SPARK I ACQUISIT SPKLU US 1.2 (3.0) (4.0) SPARK I ACQUISIT SPKL US 1.2 (3.0) (4.0) SPIRIT AEROSYS-A SPR US 6,538.1 (855.7) 971.2 SQUARESPACE IN-A SQSP US 904.9 (288.0) (204.6) STARBUCKS CORP SBUX US 29,445.5 (7,987.8) (2,041.9) SYMBOTIC INC SYM US 1,050.7 (2.7) (33.7) TORRID HOLDINGS CURV US 509.5 (209.2) (36.1) TRANSAT A.T. TRZ CN 2,569.4 (779.0) (57.7) TRANSDIGM GROUP TDG US 19,970.0 (1,978.0) 5,159.0 TRAVEL + LEISURE TNL US 6,655.0 (997.0) 648.0 TRINSEO PLC TSE US 3,271.2 (21.4) 614.8 TRIUMPH GROUP TGI US 1,673.1 (668.2) 582.6 UBIQUITI INC UI US 1,388.1 (63.1) 815.6 UNITI GROUP INC UNIT US 4,981.3 (2,444.4) - UROGEN PHARMA LT URGN US 193.6 (42.0) 156.3 VECTOR GROUP LTD VGR US 1,101.0 (773.4) 356.4 VERISIGN INC VRSN US 1,695.9 (1,633.4) (166.6) WAVE LIFE SCIENC WVE US 199.9 (32.6) 58.6 WAYFAIR INC- A W US 3,360.0 (2,708.0) (212.0) WINGSTOP INC WING US 351.7 (475.4) 65.5 WINMARK CORP WINA US 55.5 (34.6) 32.2 WORKIVA INC WK US 1,149.1 (113.7) 509.1 WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3) WW INTERNATIONAL WW US 1,032.3 (675.2) 24.8 WYNN RESORTS LTD WYNN US 13,336.3 (1,709.0) 2,517.1 YELLOW CORP YELLQ US 2,147.6 (447.8) (1,098.0) YUM! BRANDS INC YUM US 6,071.0 (8,190.0) 201.0 + ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. 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. 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