/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240130.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 30, 2024, Vol. 28, No. 29 Headlines 23 INVESTMENTS: Hires Ridge Pointe as Real Estate Broker 3651 ALTA MESA: Hires Farsad Law Office as Counsel 4452 BROADWAY: Seeks Approval of Disclosure Statement 4452 BROADWAY: Seeks Refinancing, JV or Sale of Property 4D LIVESTOCK: Taps Wadsworth Garber Warner Conrardy as Counsel 8617 WEST: Unsecureds Owed $335K to Get $20K in Plan AINOS INC: Announces $1.75 Million Follow On Funding ALASKA LOGISTICS: General Unsecureds Unimpaired in Plan ALCHEMY US: Moody's Affirms 'B3' CFR, Outlook Remains Stable AMTECH SYSTEMS: Royce & Associates Reports 10.17% Equity Stake ANASTASIA HOLDINGS: S&P Downgrades ICR to 'CCC' on Default Risk ARCLINE FM: Moody's Affirms B3 CFR & Lowers 1st Lien Loans to B3 ARTERA SERVICES: Moody's Hikes CFR to B3, Outlook Stable ARTERA SERVICES: S&P Upgrades ICR to 'B-', Outlook Stable ATHERSYS INC: Hearing to Approve Bid Rules Set for Feb. 6 ATLAS MIDCO: S&P Stays 'CCC+' ICR on New M&G Modifier Assessment AVAMERE NPS: Unsecureds to Get Left Over From Debtor Reserve AVAYA HOLDINGS:S&P Stays 'CCC+' ICR on New M&G Modifier Assessment AVINGER INC: Agrees to Reduce Loan Minimum Liquidity Requirement BARNES & NOBLE: Bernard Selz Holds 6.09% Equity Stake BIG TEDDY: Seeks Cash Collateral Access BLACKBERRY LTD: Proposes $160M Private Convertible Notes Offering BLUE STAR: Registers 19.9 Million Shares for Potential Resale BOND EXPRESS: Seeks Extension to File Plan Until May 13 BORINQUEN NATURAL: NGO Raises Plan Objections BOYCE HYDRO: Liquidating Trustee to Sell Remaining Trust Assets CALAMP CORP: Board, Stockholders Approve 1-for-23 Stock Split CASA SYSTEMS: S&P Stays 'CCC+' ICR on New M&G Modifier Assessment CINEMARK HOLDINGS: BlackRock Holds 14.5% Equity Stake COMMSCOPE HOLDING: BlackRock Has 8.1% Stake as of Dec. 31 DIOCESE OF ROCHESTER: Plan Proposes $55M for Abuse Claimants DIOCESE OF ROCKVILLE: Unsecureds Will Recover 100% of Their Claims DIVERSIFIED PANELS: Hires Capstone Partners as Financial Advisor DUSOBOX CORPORATION: Case Summary & 20 Top Unsecured Creditors E-B DISPLAY: Court Approves Disclosure Statement E-STONE USA: Wins Interim Cash Collateral Access EBIX INC: Seeks to Hire 'Ordinary Course' Professionals EEA STERLING: Seeks Court Nod to Sell Two NY Condo Units ELLIS GEOTHERMAL: Hires John A. Knutson & Co as Accountant EMERGENT BIOSOLUTIONS: BlackRock Reports 18.1% Equity Stake ESCHER GROUP: Court OKs Cash Collateral Access Thru March 16 EVANGELICAL RETIREMENT: Seeks Cash Collateral Access EVANGELICAL RETIREMENT: Unsecureds Get Recovery of Unsecured Trust EVANGELINE OPTICAL: Hires Weinstein & St. Germain as Counsel EYE CARE LEADERS: Feb. 1 Deadline Set for Panel Questionnaires FEMUR BUYER: S&P Downgrades ICR to 'CCC-', Outlook Negative FL RHW ERIE: Hires Wadsworth Garber Warner Conrardy as Counsel FLORIDIAN POOLS: Case Summary & 11 Unsecured Creditors FRANCISCAN FRIARS: Hires Brian P. Brosnahan as Special Counsel FRINJ COFFEE: Seeks to Hire Michael Jay Berger as Legal Counsel GILLIAM CONSTRUCTION: Case Summary & 15 Unsecured Creditors GOL LINHAS: Bankruptcy Court Approves "First Day" Motions GOL LINHAS: NYSE to Commence Delisting Process of ADSs GOL LINHAS: S&P Downgrades ICR to 'D' on Chapter 11 Filing GOLD STAR: Files Emergency Bid to Use Cash Collateral GRS RESTAURANT: Court OKs Deal on Cash Collateral Access GUZZINO LEASING: Hires Steffes Firm LLC as Legal Counsel HAWAIIAN HOLDINGS: BlackRock Reports 9.6% Stake as of Dec. 31 HELIX ENERGY: BlackRock Reports 17.5% Equity Stake HOWARD INTERVENTION: Seeks to Tap Network Accounting as Accountant HUMANIGEN INC: Court OKs Bid Rules for Sale of Assets IAMGOLD CORP: Reports Q4 2023 Production Results ILLINOIS EXTRACTS: Case Summary & 20 Largest Unsecured Creditors INNOVATIVE DESIGNS: Delays Form 10-K for Year Ended Oct. 31 INTEGRITY TIRE: Court OKs Interim Cash Collateral Access INTERGALACTIC THERAPEUTICS: Court OKs Bid Rules for Sale of Assets INTERNATIONAL FOODS: Case Summary & 20 Top Unsecured Creditors INVESTWING CAPITAL: Court OKs Cash Collateral Access on Final Basis J & D RESTAURANT: Hires DeConcini McDonald as Litigation Trustee J & S CONCEPTS: Hires Dunham Hildebrand as Legal Counsel JSCO ENTERRISES: Seeks to Hire L.W. Cooper Jr. as Special Counsel KNOTTY NUFF: Hires Pagter and Perry Isaacson as Counsel LA MOUNT GROUP: Court OKs Cash Collateral Access on Final Basis LAEEQ MOB: Court OKs Interim Cash Collateral Access LION STAR: Committee Hires FTI Consulting as Financial Advisors LION STAR: Committee Seeks to Hire Norton Rose as Counsel LIVINGSTON TOWNSHIP: Selling Property to Insight Group for $2MM LJK WALLCOVERINGS: Hires Charles A. Higgs as Counsel LOMBARD FLATS: Voluntary Chapter 11 Case Summary LONG ISLAND: Feb. 21 Disclosures & Confirmation Hearing Set M & T ELEVATIONS: Hires JPAR – Real Estate as Real Estate Broker MALLINCKRODT PLC: Silver Point, 2 Others Report 5.5% Equity Stake MEGA SUNSET: Unsecureds to be Paid in Full in Liquidating Plan MIKE JOHNSON: Unsecureds to be Paid in Full in Joint Plan MMA TRANSMEDIC: Hires Almeida & Davila P.S.C. as Counsel MOORE ROOFING: Taps Re/Max EK Real Estate as Realtor MUZIK INC: Seeks to Hire Braun International as Valuation Expert MWT ND: Voluntary Chapter 11 Case Summary MXP OPERATING: Continued Operations to Fund Plan Payments NEW HAVEN TRUCK: Court OKs Cash Collateral Access Thru Feb 29 NEW TROJAN: Moody's Lowers CFR to Ca Following Chap. 11 Filing NEWSOME TRUCKING: Voluntary Chapter 11 Case Summary NOVAN INC: Unsecureds Owed $9M to $27M to Recover 1%-20% in Plan NUZEE INC: Receives Noncompliance Notice From Nasdaq OIL STATES: BlackRock Reports 18.6% Equity Stake ONENERGY INC: Ontario Court Approves Creditor Proposal OUTFRONT MEDIA: BlackRock Holds 15.6% Equity Stake OVER THE HILL: Taps Broege Neumann Fischer & Shaver as Counsel PHUNWARE INC: Reduces Board Size to Four Members PM MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors PRAIRIE FOREST: Hires Lentz Law PC as Legal Counsel PRESTIGE HOME: Plan & Disclosures Due April 11 PRIME MARKETING: Case Summary & Eight Unsecured Creditors PROTERRA INC: U.S. Trustee Objects "Opt Out" Form PSG MORTGAGE: Gets Court Nod to Sell Sea Cliff Property QUARTERNORTH ENERGY: Moody's Withdraws 'B3' CFR on Debt Repayment QUARTERNORTH ENERGY: S&P Withdraws 'B-' Issuer Credit Rating RADIOLOGY PARTNERS: S&P Lowers ICR to 'CC' on Debt Modifications RAPID7 INC: BlackRock Reports 10.1% Stake as of Dec. 31 REPMGMT INC: Court OKs Cash Collateral Access on Final Basis RESIDENTS FIRST: Seeks to Hire Heilman Law PLLC as Counsel RISKON INTERNATIONAL: No Longer Complies With Nasdaq Requirement SALEM MEDIA: Agrees With Lender to Increase Credit Limit to $3M SANUWAVE HEALTH: Sells $4.6 Million Convertible Promissory Notes SILVER STATE: Trustee Submits Plan of Reorganization SKILLS ACADEMY: Taps Allen Vellone Wolf Helfrich & Factor as Atty. SPANISH BROADCASTING: S&P Withdraws 'CCC+' Rating on Secured Notes SPIRIT AIRLINES: Files Joint Notice of Appeal With JetBlue SPIRIT AIRLINES: Unveils Investor Update as of Jan. 19 STARR CLEANING: Unsecured Creditors to Split $91K over 60 Months STL HOLDING: Moody's Upgrades CFR & Senior Unsecured Notes to B1 T&J OF BROOKSVILLE: Seeks to Tap Kantaskas Law as Special Counsel TBD RESTAURANTS: Case Summary & 11 Unsecured Creditors TEGNA INC: BlackRock Reports 13.3% Equity Stake THRIVE PET: Moody's Lowers CFR to Caa1 & Alters Outlook to Stable TIMBER PHARMACEUTICALS: Completes Sale of Assets to LEO TITAN CONCRETE: Court OKs Interim Cash Collateral Access TMS INTERNATIONAL: Moody's Affirms B2 CFR, Outlook Remains Stable TNT CYBER: Hires Turner Legal Group LLC as Legal Counsel TOTAL AUTO: Wins Cash Collateral Access Thru Feb 16 UBO-TECHNOLOGIES: To Seek Plan Confirmation on Feb. 29 UNIQUE FITNESS: Case Summary & 12 Unsecured Creditors URBAN EMPIRE: Seeks to Hire Houston Roderman as Bankruptcy Counsel VENTURE GLOBAL: S&P Rates $5.92BB Outstanding Senior Notes 'BB+' VENUS CONCEPT: EW Healthcare Partners, 8 Others Hold 50.9% Stake VIASAT INC: BlackRock Reports 9.1% Stake as of Dec. 31 WESCO AIRCRAFT: February 22 Plan Confirmation Hearing Set WESTJET LOYALTY: Moody's Rates New $1BB Secured Term Loan 'Ba3' WILLAMETTE VALLEY: Seeks Cash Collateral Access [*] Blank Rome Announces Five New Leadership Appointments [*] David Hong Joins Paul Hastings' Restructuring Practice [*] Jeremy Finkelstein Joins Dorsey & Whitney's Restructuring Group [*] Real Estate Foreclosure Auction Set for Feb. 22 [*] Robert Hirsh Joins Norton Rose Fulbright's New York Office [*] Seyfarth Shaw Launches Restructuring & Insolvency Practice [^] Large Companies with Insolvent Balance Sheet ********* 23 INVESTMENTS: Hires Ridge Pointe as Real Estate Broker -------------------------------------------------------- 23 Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Ridge Pointe Commercial Real Estate as real estate broker. The firm will market and sell the Debtor's real properties known as (i) 4580 FM 3007 Scroggins, Texas 75480; and (ii) 3119 I-30 Mesquite, Texas 75150. The firm will be paid a commission of 6 percent of the gross sales price. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David English Ridge Pointe Commercial Real Estate 102 S Goliad, Suite 200 Rockwall, TX 75087 Tel: (972) 961-8532 Email: denglish@ridgepcre.com About 23 Investments, LLC 23 Investments is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 23 Investments, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32911) on Dec. 6, 2023. The petition was signed by Steve Nabors as sole member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Brandon Tittle, Esq. at Glast, Phillips & Murray, P.C. represents the Debtor as counsel. 3651 ALTA MESA: Hires Farsad Law Office as Counsel -------------------------------------------------- 3651 Alta Mesa Drive Acquisitions seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Farsad Law Office, P.C., as its bankruptcy counsel. The firm's services include: i. advising the Debtor with respect to its powers and duties in the continued operation of its business and management of its property; ii. taking necessary action to avoid any liens against the Debtor's property, if needed; iii. assisting, advising and representing the Debtor in consultations with creditors regarding the administration of its Chapter 11 case, including the creditors holding liens on the property; iv. advising and taking any action to stay foreclosure proceedings against any of the Debtor's property; v. preparing legal papers; vi. preparing a disclosure statement and plan of reorganization, and representing the Debtor at any hearing to approve the disclosure statement and confirm the plan; vii. assisting, advising and representing the Debtor in any manner relevant to a review of any contractual obligations, and asset collection and dispositions; viii. preparing documents relating to the disposition of assets; ix. advising the Debtor on finance and finance-related matters and transactions relating to the sale of its assets; x. assisting, advising and representing the Debtor in any issues associated with the acts, conduct, assets, liabilities and financial condition of the Debtor, and any other matters relevant to the case or to the formulation of a plan of reorganization; xi. assisting, advising and representing the Debtor in the negotiation, formulation, preparation and submission of any plan of reorganization and disclosure statement; xii. advising and assisting the Debtor with respect to resolving disputes with any creditor that may arise and providing other necessary services; xiii. preparing status conference statements, and appearing at all court hearings as necessary, including status conference hearings before the court; and xiv. obtaining the necessary court approval of the disclosure statement and soliciting ballots as necessary for plan confirmation. The firm will be paid at these rates: Arasto Farsad $350 per hour Nancy Weng $350 per hour Paralegals $100 per hour In addition, the firm will seek reimbursement for work-related expenses incurred. The Debtor provided the firm with a retainer of $10,000, plus the Chapter 11 filing fee of $1,738. Nancy Weng, Esq., a partner at Farsad Law Office, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Farsad Law Office can be reached at: Arasto Farsad, Esq. Nancy Weng, Esq. FARSAD LAW OFFICE, P.C. 1625 The Alameda, Suite 525 San Jose, CA 95126 Tel: (408) 641-9966 Fax: (408) 866-7334 Emails: farsadlaw1@gmail.com nancy@farsadlaw.com About 3651 Alta Mesa Drive Acquisitions 3651 Alta Mesa Drive Acquisitions LLC is a limited liability company in California. 3651 Alta Mesa Drive Acquisitions LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-50001 ) on Jan. 2, 2024. In the petition filed by Manly Danh the Debtor estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by Farsad Law Office, P.C. 4452 BROADWAY: Seeks Approval of Disclosure Statement ----------------------------------------------------- 4452 Broadway Mazal LLC submitted a motion for entry of order approving Disclosure Statement and granting related relief. A hearing is scheduled for Feb. 8, 2024, 10:00 AM at Videoconference (ZoomGov) (LGB). The Debtor is the owner of the real property and improvements located at 4452 Broadway, New York, New York 10040 (Block 2170, Lots 62 and 400) ("Property"). The Property is located in the Washington Heights neighborhood of Manhattan. The Debtor intends on developing the Property into a mixed use property consisting of modern retail spaces and luxury condominiums. As part of the formulation of the Debtor's Plan, the Debtor negotiated a $25,500,000 claim amount on the Debtor's mortgage claim held by 4452 Broadway 1 LLC ("Mortgage Lender"). This reduced amount is predicated on the Debtor procuring sufficient funds, either through a refinancing or joint venture, under a plan confirmed by February 14, 2024 (90 days from the Petition Date) but no later than March 15, 2024 (120 days from the Petition Date). If the Debtor is unable to procure sufficient funds, then an auction will be held as soon as practicable after March 15. Accordingly, by this motion, the Debtor seeks the entry of an order approving the Disclosure Statement, fixing time for the filing of acceptances or rejections of the Plan and scheduling a hearing to confirm the Plan ("Confirmation Hearing"). The Plan and Disclosure Statement have been filed contemporaneously with this Motion. Copies of the Plan and Disclosure Statement are available from the Court's Electronic Case Filing System ("ECF"), which may be accessed at the Court's Internet website at www.nysb.uscourts.gov. Because the Plan requires an auction to be held in the event it is necessary to sell the Property, the Debtor also requests approval of the Bid Procedures. The Debtor requests that the Court schedule the date, time and place for the Auction of the Property in the event that the Debtor receives Qualified Bids as defined in the Bid Procedures. The Debtor submits that the Disclosure Statement contains adequate information necessary to enable all parties in interest to make an informed judgment with respect to the Plan as required by Section 1125 of the Bankruptcy Code, including, but not limited to, a discussion of: (a) The circumstances that gave rise to the filing of the Chapter 11 Case; (b) Significant events during the course of the Chapter 11 Case; (c) The condition and performance of the Debtor during the Chapter 11 Case; (d) Information regarding Claims against the Debtor; (e) Information regarding Claims and Interests to be addressed under the Plan; (f) A summary of the Plan; and (g) Tax consequences of the Plan. Accordingly, the Debtor submits that the Disclosure Statement satisfies the requirements of Section 1125 of the Bankruptcy Code. The Debtor believes that the Bid Procedures establish appropriate parameters under which the value of the Property may be tested at the Auction and the subsequent Confirmation Hearing. The Bid Procedures, which were designed to ensure a competitive and fair bidding process, will increase the likelihood that the Debtor receives the highest or otherwise best value for the Property. Moreover, the Debtor believes that the Auction and proposed Bid Procedures will promote active bidding. Significantly, the Bid Procedures will allow the Debtor to conduct the Auction in a controlled, fair and open fashion that will encourage participation by financially capable bidders who demonstrate the ability to consummate a transaction. The Debtor believes that the Bid Procedures will encourage bidding for the Property, are consistent with procedures typically approved by courts in this District and are appropriate under the relevant standards governing auction proceedings and bidding incentives in bankruptcy cases The Debtor also seeks authority to designate a stalking horse and offer customary bid protections including a breakup fee as part of the Bid Procedures. In the event the Debtor designates a "Stalking Horse," that party will subject its bid to higher and better offers, and likely will request the enticement of a break-up fee if the Stalking Horse loses at auction to another bidder. The use of a stalking horse in a public auction process for sales pursuant to Section 363 or Section 1123(a)(5)(B) of the Bankruptcy Code is a customary practice in chapter 11 cases, as the use of a stalking horse bid is, in many circumstances, the best way to maximize value in an auction process by locking in a purchase price "floor" before exposing an asset to auction. As a result, stalking horse bidders virtually always require breakup fees and other forms of bidding protections as an inducement for holding their purchase offer open while it is exposed to overbids in an auction process. Thus, the use of bidding protections, including breakup fees, has become an established practice in chapter 11 cases. Proposed Attorneys for the Debtor: Fred B. Ringel, Esq. LEECH TISHMAN ROBINSON BROG, PLLC 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 About 4452 Broadway Mazal 4452 Broadway Mazal LLC is the owner of the real property and improvements located at 4452 Broadway, New York, New York 10040 (Block 2170, Lots 62 and 400). The Property is located in the Washington Heights neighborhood of Manhattan. Prior to the Chapter 11 filing, the Debtor was in the process of developing the Property into a mixed-use property consisting of modern retail spaces and luxury condominiums. 4452 Broadway Mazal LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11832) on Nov. 16, 2023. The petition was signed by Nir Amsel as authorized signatory. At the time of filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. 500 Summit Avenue Mazal LLC, an affiliate of the Debtor, filed its own chapter 11 case (Case No. 23-11831). LEECH TISHMAN ROBINSON BROG, PLLC, is the Debtors' legal counsel. 4452 BROADWAY: Seeks Refinancing, JV or Sale of Property -------------------------------------------------------- 4452 Broadway Mazal LLC submitted a Plan of Reorganization and a Disclosure Statement. The Debtor is the owner of the real property and improvements located at 4452 Broadway, New York, New York 10040 (Block 2170, Lots 62 and 400) ("Property"). The Property is located in the Washington Heights neighborhood of Manhattan. Prior to the Debtor's filing, the Debtor was in the process of developing the Property into a mixed-use property consisting of modern retail spaces and luxury condominiums. The Plan provides for either the (a) Refinancing Transaction where the Plan will be implemented through the refinancing of the Debtor's obligations and the resulting Refinancing Proceeds will fund payments under the Plan, (b) Joint Venture Transaction where the Plan will be implemented through the transfer of the Property to the Joint Venturer and the resulting Joint Venture Proceeds will fund payments under the Plan, or (c) if the Debtor does is unable to refinance its debts or enter into Joint Venture Agreement, then an auction will be held pursuant to the Bid Procedures and the resulting Sale Proceeds will fund payments under the Plan. Under the Plan, Class 4 General Unsecured Claims total $1,879,838.05. Each holder of an Allowed General Unsecured Claim will receive on the Effective Date, if the Refinancing Proceeds, Joint Venture Proceeds, or Sale Proceeds exceed the aggregate amount of all senior Claims, its Pro Rata share of the remaining Joint Venture Proceeds or Sale Proceeds, if any, after (i) payment in full of all senior Claims including the Allowed Administrative Claims (including Professional Fees), Allowed Administrative Tax Claims, Allowed Priority Claims, and Allowed Claims in Classes 1 through 3. If the Mortgage Lender (or its assignee, nominee or designee) is the Purchaser based on a credit bid, the Mortgage Lender will provide a distribution of $75,000 to holders of Claims in Class 4, which will be shared by holders of General Unsecured Claim on a pro rata basis. Class 4 is impaired. The Mortgage Lender has agreed to accept a gross amount of $25,500,000.00 on account of its Mortgage Claim so long as such payment is made by April 15, 2024. If the Debtor is able to refinance its obligations and fund the Refinancing Proceeds or procure a Joint Venturer who can fund the Joint Venture Proceeds, then the Plan will be funded by either the Refinancing Proceeds or Joint Venture Proceeds and such proceeds will be made available for distribution to Creditors under the Plan. If the Debtor is unable to obtain refinancing or find a Joint Venturer with sufficient net proceeds as required under the Plan, prior to the Effective Date, but no later than April 15, 2024, the Property will be sold at Auction to be held as soon as practicable after the Effective Date. In the event the Purchaser utilizes a credit bid, that bid may be assigned to any of Purchaser's nominee assign or designee. In the event of a credit bid for the Property, the party making the credit bid will fund Claims senior to those of the entity making the credit bid which will be satisfied by a Cash payment under the terms of this Plan. If there is no credit bid for the Property, the Property will be purchased only by a Cash bid at the Auction under the Bid Procedures approved by the Court. The Cash remaining after payment of the expenses of the Sale Transaction shall be made available for distribution to Creditors under the Plan. Notwithstanding the foregoing, Mortgage Lender (or its assignee, designee or nominee), although under no obligation to do so, is entitled to credit bid up to and including the total amount of its Allowed Claim as of the Auction for the Property pursuant to 11 U.S.C. § 363(k). In the event Mortgage Lender is the successful bidder at the Auction, Mortgage Lender may assign its bid to its nominee assign or designee. Any Broker's fees, costs and/or commissions from either a Refinancing Transaction, Joint Venture Transaction, or Sale Transaction shall be paid from available proceeds. However, if the Mortgage Lender (or its assignee, nominee or designee) is the Purchaser, the Broker shall receive from Mortgage Lender the fixed amount of $70,000 and up to $20,000 for fees, expenses, and/or commissions from the Sale Transaction. The Confirmation Order shall authorize and approve either the Refinancing Transaction, Joint Venture Transaction, or Sale Transaction under sections 365, 1123, 1129(b) and 1146(a) of the Bankruptcy Code. Attorneys for the Debtor: Fred B. Ringel, Esq. Clement Yee, Esq. LEECH TISHMAN ROBINSON BROG, PLLC 875 Third Avenue New York, NY 10022 Tel: (212) 603-6300 A copy of the Disclosure Statement dated Jan. 17, 2024, is available at https://tinyurl.ph/QfRGa from PacerMonitor.com. About 4452 Broadway Mazal 4452 Broadway Mazal LLC is the owner of the real property and improvements located at 4452 Broadway, New York, New York 10040 (Block 2170, Lots 62 and 400). The Property is located in the Washington Heights neighborhood of Manhattan. Prior to the Chapter 11 filing, the Debtor was in the process of developing the Property into a mixed-use property consisting of modern retail spaces and luxury condominiums. 4452 Broadway Mazal LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11832) on Nov. 16, 2023. The petition was signed by Nir Amsel as authorized signatory. At the time of filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. 500 Summit Avenue Mazal LLC, an affiliate of the Debtor, filed its own chapter 11 case (Case No. 23-11831). LEECH TISHMAN ROBINSON BROG, PLLC, is the Debtors' legal counsel. 4D LIVESTOCK: Taps Wadsworth Garber Warner Conrardy as Counsel -------------------------------------------------------------- 4D Livestock, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Wadsworth Garber Warner Conrardy, PC to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: David Wadsworth $500 Aaron Garber $500 David Warner $425 Aaron Conrardy $425 Lindsay Riley $325 Justin Carpenter $250 Paralegals $125 The firm received a post-petition retainer in the amount of $25,000 plus a court filing fee of $1,738. Aaron Conrardy, Esq., an attorney at Wadsworth Garber Warner Conrardy, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Aaron J. Conrardy, Esq. Wadsworth Garber Warner Conrardy, PC 2580 W. Main St., Ste. 200 Littleton, CO 80120 Telephone: (303) 296-1999 Facsimile: (303) 296-7600 Email: aconrardy@wgwc-law.com About 4D Livestock 4D Livestock LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-10272) on Jan. 22, 2024. In the petition signed by Daniel Brown, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Kimberley H. Tyson oversees the case. Aaron J. Conrardy, Esq., at Wadsworth Garber Warner Conrardy, PC represents the Debtor as counsel. 8617 WEST: Unsecureds Owed $335K to Get $20K in Plan ---------------------------------------------------- 8617 West Fort Foote LLC submitted a Second Amended Plan of Reorganization. The Debtor is a Maryland Limited Liability Company whose sole member is Nasir Khattak. The WFF Properties values are estimated by the Debtor. The Debtor's primary assets consist of the WFF Properties and the property at 2931 McElderry Street. No independent appraisal of the assets has been performed, but the Debtor estimates that the total value of the real property is approximately $500,000. Under the Plan, Class Six consists of holders of General Unsecured Claims, consisting of the $15,415 Claim of WCP Fund I, LLC, a $210 claim of the Internal Revenue Service and the undersecured Claims of IEHD Inc., Farmingdale Ventures, LLC, and Toorak Capital Partners, LLC. The estimated amount of unsecured claims as scheduled or filed is estimated to be $335,625. In accordance with the Debtor's Cash Flow Analysis the Debtor has a projected Disposable Income of $20,495 over the 60 months postconfirmation, all of which will be paid as follows: Commencing on the first anniversary of the Effective Date of the Plan and each year thereafter for a total of 5 years, the Debtor will make annual payments in an amount equal to the annual disposable income of the Debtor. The Debtor will distribute the funds to the holders of liquidated, non-contingent claims as scheduled or filed, subject to timely objection to the validity or extent of each claim and the claims of creditors not otherwise treated under the Plan (the "General Unsecured Claims") on a pro-rata basis commencing one year after the Effective Date and annually thereafter for a total of five consecutive years. Class 6 is impaired. The Plan will be funded from a combination of (i) funds on hand in the estate at the time of Confirmation; and (ii) future income generated through leasing, sale or refinance of the WFF Properties. The Cash Flow Analysis annexed as Exhibit B illustrates the amount of income the Debtor anticipates will be generated over the term of the Plan and the resulting Disposable Income. Counsel for the Debtor: Steven H. Greenfeld. Esq. LAW OFFICES OF STEVEN H. GREENFELD, LLC 325 Ellington Blvd., #610 Gaithersburg, MD 20878 Tel: (301) 881-8300 E-mail: steveng@cohenbaldinger.com A copy of the Plan of Reorganization dated Jan. 17, 2024, is available at https://tinyurl.ph/Juicj from PacerMonitor.com. About 8617 West Fort Foote 8617 West Fort Foote, LLC, is a Maryland limited liability which was formed Nov. 3, 2014, for the purpose owning and managing residential real estate. 8617 West Fort Foote filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 22-16122) on Nov. 2, 2022, with as much as $1 million in both assets and liabilities. The Debtor is represented by the Law Offices of Steven H. Greenfeld, LLC. AINOS INC: Announces $1.75 Million Follow On Funding ---------------------------------------------------- Ainos, Inc. announced that it has placed an additional financing with Lind Global Fund II LP, an institutional investment fund managed by The Lind Partners. The funding amount is up to $1.75 million, with $875,000 funded at closing and $875,000 to be funded subject to effective registration statement and conditions specified in the agreement. "We plan to use the proceeds to fund programs planned for the first half of 2024, including preparation work for IND applications for VELDONA human drug candidates and advancing co-development of a volatile organic compound (VOC) sensing platform, powered by AI Nose technology, in collaboration with NISD and Inabata," said Chun-Hsien Tsai, Chairman and CEO. The increased funding is in the form of amendment to a Senior Secured Convertible Promissory Note (the "Note") maturing on March 28, 2025, with extension option specified in the agreement. The Note will be convertible into Ainos' shares of common stock at an initial conversion price equal to $7.50 per share, reverse-split adjusted, and subject to adjustment as further specified in the Note. The Note will be repayable in cash upon maturity. Prior to maturity, the Investor can convert to common stock at conditions specified in the agreement. As part of the investment, the Investor was also granted five-year warrants equal to 75% of the funded amount at an initial exercise price equal to $2.16 per share of common stock, subject to adjustment. Maxim Group LLC is acting as the lead placement agent for the private placement. Brookline Capital Markets, a division of Arcadia Securities, LLC is acting as the co-placement agent for the private placement. Ainos has agreed to file a registration statement registering for the resale of the shares of common stock issuable upon the conversion of the Note and upon the exercise of the warrants. Subject to the satisfaction of certain conditions, additional tranches of funding may be provided by mutual agreement of the Investor and the Company. The Investor will be entitled to receive an additional warrant equal to 75% of the increased funding amount with an exercise price equal to 125% of the average of the 10 daily VWAPs during the 10 trading days prior to the subsequent closing date. About Ainos Ainos, Inc. (www.ainos.com), formerly known as Amarillo Biosciences, Inc., is a diversified healthcare company engaged in the research and development and sales and marketing of pharmaceutical and biotech products. The Company is engaged in developing medical technologies for point-of-care testing and safe and novel medical treatment for a broad range of disease indications. The Company is a Texas corporation incorporated in 1984. The Company has historically been involved in extensive research and development of low-dose oral interferon as a therapeutic. The Company continues to develop its VELDONA platform and other pharmaceutical platforms and recently have acquired intellectual properties to expand our POCT business. In 2021 and 2022, the Company acquired significant intellectual property from its majority shareholder, Ainos KY, to expand its potential product portfolio into Volatile Organic Compounds and COVID-19 POCTs. Ainos reported a net loss of $14.01 million for the year ended Dec. 31, 2022, compared to a net loss of $3.89 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $33.86 million in total assets, $6.18 million in total liabilities, and $27.68 million in total stockholders' equity. Houston, Texas-based PWR CPA, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. In its Quarterly Report for the three months ended Sept. 30, 2023, Ainos reported substantial doubt about the Company's ability to continue as a going concern for at least one year from the issuance of the financial statements. The Company said it has incurred net operating losses in every year since inception and has an accumulated deficit as of September 30, 2023 of $31,961,654 and expects to incur additional losses and negative operating cash flows for at least the next 12 months. ALASKA LOGISTICS: General Unsecureds Unimpaired in Plan ------------------------------------------------------- Alaska Logistics, LLC, filed a Third Amended Plan of Reorganization, under Subchapter V of Chapter 11 of the Bankruptcy Code. The Debtor has continued to make payments to Banner and lessors since the filing date. The Debtor is current on all post-petition lease obligations other than the leases of PNW which have expired and shall be resolved through the resolution with PNW described herein. In addition, in accordance with the Sale Order entered by the Court on August 16, 2023, the Debtor has sold a variety of items. The proceeds of these sales were delivered to Banner as principal reduction payments in the amount of $224,850 on or about September 5, 2023 and $20,300 on or about September 28, 2023. Since the filing of the initial plan, the Debtor has sold additional approved items and delivered the proceeds to Banner as principal reduction payments in the amount of $35,200 on or about November 2, 2023, and $35,460 on or about November 7, 2023. In addition, on December 4, 2023, the Debtor made a $1,000,000 principal reduction payment to Banner and a $2,000,000 payment to Banner on December 27, 2023 through the sale of the LP. Also, on or about January 10, 2024, the Debtor made additional payments to Banner in the amount of $232,000 (insurance proceeds) and $70,000 in asset sales. The Debtor also has another marine vessel sale in process. Specifically, the sale of the Kaktovik II / Landing Craft and Cat 980B Forklift for a purchase price of $810,000 originally set to close by December 31, 2023 will now close on or before January 31, 2024. Escrow has been opened at Kim Marine and the buyer has deposited $40,500 with Kim Marine. This sale has been approved by order of the Court dated December 21, 2023. In addition, Bowhead has expressed a continued interest in purchasing the Madison Rose and Fishhawk and is conducting an inspection of the vessels on January 5, 2024. This sale can be used as a backup to remit payment to Banner in the event that the Kaktovik does not close for any reason. In accordance with the orders entered on August 14, 2023, September 1, 2023 and October 4, 2023, the Debtor has received court approval for the retention of its counsel, Wenokur Riordan, its accountant, HKP and its shipbroker, Dock Street Brokers, respectively. Dock Street has listed three of the Debtor's barges for sale as follows: Nixon (list price, $150k), Lily (list price, $125k) and Brittny Moe (list price $800k). Under the Plan the unsecured claims will be treated as follows: * General Unsecured Claims, Class 5A: All general unsecured creditors with an allowed unsecured claim less than or equal to $5,000 will be paid in full on the Effective Date. Notwithstanding the foregoing, Eagle Harbor, Two Dogs Truckin, and Western Fire & Safety will not be bound by the terms of the Amended Plan. Class 5A is unimpaired under the Amended Plan. * General Unsecured Claims, Class 5B: All general unsecured creditors with an allowed unsecured claim in excess of $5,001 will be paid in full years one through five of the Amended Plan in equal quarterly installments as set forth on the Budget. Interest will accrue on the claims at the rate of 4%. Class 5B is unimpaired under the Amended Plan. * PNW Unsecured Claim, Class 5C: In return for its claim reduction, plan support agreement, and purchase of the assets pursuant to its lease, PNW will receive a promissory note in the amount of $150,000 which will be paid in three installments as follows: (i) $50,000 on the Effective Date, (ii) $50,000 on April 29, 2024 and (iii) $53,000 on May 27, 2024. The promissory note will accrue interest at the rate of 6 percent. In addition, the promissory note will be personally guaranteed by the Debtor's principal Allyn Long. Notwithstanding the foregoing, in the event that the note is paid in full on or before December 31, 2024, the principal balance of the note will be reduced to $140,000. Class 5C is impaired under the Amended Plan. The Amended Plan will be funded by (i) cash on hand (ii) asset sales and (iii) operations of the Debtor. The hearing where the Court will determine whether or not to confirm the Amended Plan is January 18, 2024, at 9:30 a.m. If you are entitled to vote, it is in your best interest to timely vote on the enclosed ballot and return the ballot to Wenokur Riordan PLLC, 600 Stewart Street, Suite 1300, Seattle Washington 98101. Your ballot must be received no later than January 3, 2024, or it will not be counted. Objections to the confirmation of the Amended Plan must be Filed with the Court and served upon counsel for the Debtor so as to be received on January 3, 2024. Any interested party desiring further information about the Amended Plan should contact Faye Rasch by phone by (206) 682-6224 or faye@wrlawgroup.com Attorney for the Debtor: Faye C. Rasch, Esq. WENOKUR RIORDAN PLLC 600 Stewart Street, Suite 1300 Seattle, WA 98101 E-mail: faye@wrlawgroup.com nate@wrlawgroup.com A copy of the Plan of Reorganization dated Jan. 17, 2024, is available at https://tinyurl.ph/rfeOI from PacerMonitor.com. About Alaska Logistics Alaska Logistics LLC transports materials and equipment of all sizes, shapes and types from Seattle to Western Alaska. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11250) on July 7, 2023. In the petition signed by Allyn Long, general manager/ president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Christopher M. Alston oversees the case. Faye C. Rasch, Esq., at Wenokur Riordan PLLC, is the Debtor's legal counsel. ALCHEMY US: Moody's Affirms 'B3' CFR, Outlook Remains Stable ------------------------------------------------------------ Moody's Investors Service affirmed Alchemy US Holdco 1, LLC's ("Kymera") ratings including its B3 Corporate Family Rating, B3-PD Probability of Default Rating, and the B3 rating on its senior secured first lien term loan B. The ratings outlook remains stable. RATINGS RATIONALE Alchemy US Holdco 1, LLC's ("Kymera") B3 Corporate Family Rating reflects its small scale, high leverage, modest organic growth prospects and exposure to cyclical end-markets, including the chemicals, automotive and industrial sectors. The rating also considers the completion of several recent acquisitions which were funded with incremental term loan debt along with the company's weaker than anticipated operating performance. This has resulted in LTM credit metrics which are weak for the rating. The rating also reflects the private equity ownership which will likely prioritize debt funded acquisitions and shareholder-friendly activities over the pay down of debt. Kymera's rating is supported by its broad geographic and customer diversity, adequate liquidity, modest capital spending requirements, countercyclical working capital needs, and high barriers to entry. The credit profile is also supported by the pass-through provisions in a substantial portion of the company's contracts which lend some stability to its financial performance, as well as Moody's expectation for improved operating results in 2024 which could bring its credit metrics more in line with the rating. Kymera's operating results were relatively stable in 2023 with Moody's adjusted EBITDA around $65 million despite the benefit of recent acquisitions and an easy comparison with late 2022 when fires at facilities owned by both the company and a key customer negatively impacted its sales and earnings. The weaker than expected operating performance was due to softer than anticipated demand and metals pricing resulting from slower economic growth. Operating results should materially strengthen in 2024 due to the contribution from a few recent acquisitions, cost savings initiatives, and strength in the aerospace and defense end markets. Kymera's credit metrics are currently weak for its rating with an adjusted leverage ratio (debt/EBITDA) around 7.5x and interest coverage (EBITDA/Interest) of about 1.1x. If the company can generate adjusted EBITDA in the range of $75 million - $80 million in 2024 then its leverage ratio would decline to about 6.2x and its interest coverage would rise to around 1.3x. These metrics would be more in line with the B3 Corporate Family Rating. If the company fails to achieve a material improvement in its operating results or fails to extend the maturity on its term loan (matures October 2025) by the time it becomes current in October 2024, then an outlook change or downgrade could be considered. Kymera has failed to generate free cash flow in years 2021-2023 due to investments in working capital, capital spending on growth projects and elevated interest costs. Moody's anticipate the company could generate modest free cash flow in 2024 if earnings strengthen and working capital consumption is limited, but do not anticipate material debt reduction as free cash is likely to be used to fund future acquisitions. The company has spent about $150 million on five acquisitions over the past two years. Kymera has adequate liquidity supported by $56 million in cash and full availability under its unrated $85 million ABL facility as of September 30, 2023. Despite negative LTM free cash flow generation, the company's liquidity position improved as it raised $100 million through an incremental term loan with the proceeds used to increase cash on the balance sheet and pay down ABL borrowings. The credit agreement for the revolving credit facility only contains a springing fixed coverage ratio based on the excess availability. The company would be able to comply with this covenant with a reasonable cushion. The first lien senior secured term loan does not have any financial maintenance covenants. Debt capital is comprised of an $85 million asset-based revolving credit facility and $456.6 million of senior secured term loans. The B3 rating on the term loans is commensurate with the B3 CFR which reflects the loan's position as the preponderance of debt in the capital structure. Moody's view the unrated ABL, which has a first lien on working capital assets, as positioned better than the rated term loan, which has a first lien on fixed assets and a second lien on working capital assets. The stable outlook assumes Kymera will achieve a materially improved operating performance in 2024 and that its credit metrics will become more commensurate with its rating. It also reflects the expectation the company will extend the maturity of its term loan prior to it becoming current in October 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Kymera's ratings could be considered for an upgrade if adjusted financial leverage trends toward 5x, retained cash flow is sustained above 8% of net debt and the company demonstrates a commitment to more conservative financial policies. Kymera's ratings could be downgraded if adjusted financial leverage is sustained above 6x, retained cash flow is sustained below 5% of outstanding debt, the company experiences a substantive deterioration in liquidity, or it fails to extend the maturity of its term loan before it becomes current. Headquartered in North Carolina, Alchemy US Holdco 1, LLC's ("Kymera") is a global specialty materials manufacturer and service provider, specializing in the production and service of metal based powders, custom alloys and coatings. The company serves a diverse array of applications and end markets including aerospace, chemical, industrial, automotive and building & construction. Its Engineered Materials segment produces pure and alloyed aluminum, copper, titanium, tantalum, vanadium and other base metals in the form of powders, pastes and granules. Its Surface Technologies segment produces materials and alloys and provides application technologies and services to prevent wear and corrosion in demanding environments. The company operates plants spread across the United States, Europe, the Middle East, Australia and China. The company generated $658 million in revenues during the LTM period ended September 30, 2023. The principal methodology used in these ratings was Chemicals published in October 2023. AMTECH SYSTEMS: Royce & Associates Reports 10.17% Equity Stake -------------------------------------------------------------- In a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission, Royce & Associates, LP disclosed that as of December 31, 2023, it beneficially owned 1,443,080 shares of Amtech Systems, Inc.'s Common Stock, representing 10.17% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/ydufskxk About Amtech Systems Inc. Arizona-based Amtech Systems, Inc. is a global manufacturer of capital equipment, including thermal processing, wafer polishing and cleaning, and related consumables used in fabricating semiconductor devices, such as silicon carbide (SiC) and silicon power devices, analog and discrete devices, electronic assemblies, and light-emitting diodes (LEDs). It sell these products to semiconductor device and module manufacturers worldwide, particularly in Asia, North America and Europe. The Company's strategic focus is on semiconductor growth opportunities in power electronics, sensors and analog devices leveraging our strength in our core competencies in thermal and substrate processing. It is a market leader in the high-end power chip market (SiC substrates, 300mm horizontal thermal reactors, and electronic assemblies used in power, RF, and other advanced applications), developing, and supplying essential equipment and consumables used in the semiconductor industry. As of September 30, 2023, the Company had $137.02 million in total assets and $48.66 million in total liabilities. ANASTASIA HOLDINGS: S&P Downgrades ICR to 'CCC' on Default Risk --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Beverly Hills, Calif.-based color cosmetics company Anastasia Holdings LLC (Anastasia Beverly Hills or ABH) to 'CCC' from 'CCC+'. Concurrently, S&P lowered its issue-level rating on the company's revolver and first-lien term loan to 'CCC' from 'CCC+'. The recovery ratings are unchanged at '3'. The negative outlook reflects the potential for a lower rating if S&P believes a default appears to be inevitable in the subsequent six months. The downgrade reflects Anastasia's deteriorating operating performance, looming maturities, and heightened refinancing risk and potential debt restructuring. S&P said, "We believe Anastasia's liquidity position remains constrained due to the limited availability of $36.4 million under the revolver due to covenant constraint and is tightening from the deteriorating operating performance and upcoming maturities. The company will have to address its capital structure because its $104 million revolver will become current in May, and its $650 million secured first-lien term loan will become current in August. We believe refinancing risk is high given the company's elevated leverage levels and underperformance of the business, which could make it challenging to extend its maturities on satisfactory terms, particularly with high interest rates and volatile market conditions. Moreover, the company's secured first-lien term loan is trading at very distressed levels of approximately 66 cents on the dollar, which could give the company an incentive to restructure its debt in a transaction where lenders receive less than they were originally promised, including a subpar exchange, which we would view as tantamount to a default under our criteria. Even if the company is able to refinance, the likely increase in interest expense due to higher borrowing costs in current market conditions would also strain cash flow and potentially compromise liquidity." S&P forecasts continued weak credit metrics because Anastasia is working to stabilize its share losses to lower-priced competitors. Anastasia's operating performance has deteriorated over the past few quarters and adjusted leverage increased to 25.8x including the TPG Capital- and owner-owned preferred stock (10.4x without the preferred stock) for the 12 months ended Sept 30, 2023, from 18x including the preferred (7.6x without the preferred stock) at the end of 2022. The company's sales and adjusted EBITDA declined about 12% and 34%, respectively, in the third quarter of 2023, driven by sales declined at key retailers in Anastasias' domestic wholesale channel from share gains from lower-priced competitors, delays of new product deliveries, and lower replenishment. S&P said, "We believe the categories the company competes in remain competitive in the U.S. wholesale and specialty markets. However, we expect the timing of new product deliveries and retail selling performance for the brow, lip and potentially other segments to improve in 2024 and lead to low-single-digit revenue growth in 2024. We expect the company to continue to spend in advertising to raise awareness of its key products. We expect the company's inventory position to improve but the high interest burden to continue to lead to negative FOCF in 2023 and 2024." S&P believes a sale of the company is possible if TPG chooses to exercise the put option on its preferred stock in 2024. TPG initially invested in the company with $600 million of preferred stock (class A stock) in 2018. This instrument accrues paid-in-kind interest compounded annually, representing a growing liability. The preferred stock has a redemption option in year six, which is mid-2024, if the company has not gone public or been sold. TPG can choose to put the preferred stock back to the company for cash and has the right to encourage an IPO or sale at that time if the company cannot provide the cash to redeem the shares. S&P said, "Given the company's underperformance and elevated leverage, we believe an IPO is unlikely, and a sale of the company is the more likely, but not definite, choice should TPG choose to exercise the put option. In addition, we also consider the owners' equity contribution in 2020 of approximately $61 million of preferred equity as debt in our calculation of the company's adjusted debt. We currently add about $910 million of preferred stock into the calculation of our adjusted debt." S&P Global Ratings assigned a new M&G modifier assessment of negative to Anastasia. S&P said, "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 affect an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis. Our M&G assessment of negative reflects material deficiencies in the management and governance that increase credit risk due to combined family and TPG's ownership of the company as well as key women risk with its founder and CEO, Anastasia Soare." The negative outlook reflects the possibility that S&P could lower our ratings if a default appeared to be inevitable within the subsequent six months. S&P could lower the rating if: -- The company were unable to extend the maturity of its revolver and term loan on satisfactory terms. -- S&P expected the company to pursue a distressed debt exchange, subpar repurchase, or other form of restructuring that could be considered as a default under its criteria. -- The company could not slow the rate of revenue and EBITDA decline, leading to continued performance shortfall and higher cash burn; -- Liquidity position deteriorated further, resulting in reliance on its revolver and a potential covenant compliance breach. S&P could take a positive rating action if it believed a default were less likely in the next 12 months. This could happen if: -- Anastasia successfully refinanced its upcoming debt maturities with satisfactory terms, and -- The company's operating performance improved and generated positive FOCF. ARCLINE FM: Moody's Affirms B3 CFR & Lowers 1st Lien Loans to B3 ---------------------------------------------------------------- Moody's Investors Service affirmed Arcline FM Holdings, LLC's (dba Fairbanks Morse Defense or FMD) B3 corporate family rating, B3-PD probability of default rating and Caa2 senior secured second lien rating. Simultaneously, Moody's downgraded FMD's senior secured first lien rating to B3 from B2. The outlook is stable. The affirmation of the B3 CFR reflects FMD's increase in scale following its leveraged buyout (LBO) in December 2019. The company has completed several acquisitions that have increased and diversified its product offerings. The growth strategy supports FMD's very strong position as a supplier to the US Navy and Coast Guard. The ratings also reflect the company's weak interest coverage, high financial leverage and modest scale. Liquidity will continue to be adequate with Moody's expectation of positive free cash flow and limited use of the revolver over the next 12-18 months. The downgrade of the senior secured first lien rating reflects the loss of notching uplift following the proposed change to FMD's debt structure. FMD will refinance $122 million of its second lien term loan maturing June 2029 with incremental first lien debt, thereby reducing the first loss absorption the second lien debt provides in the event of a restructuring. Simultaneously, FMD is repricing the $209 million non-fungible first lien term loan from November 2023. No other material changes are expected to the terms of the facilities. RATINGS RATIONALE FMD's B3 CFR reflects weak interest coverage and modest organic growth with a niche focus. Moody's adjusted EBIT/Interest expense will remain below 1.0 times for the next several quarters due in part to FMD's acquisitive growth strategy and the elevated interest rate environment. The company's revenue base is small relative to similarly rated peers and its customer concentration is skewed towards the US Navy and Coast Guard. Most of the company's contracts are fixed price, and therefore weak execution or cost overruns could lead to volatility in earnings and cash flow. Moody's adjusted debt/EBITDA will remain high at about 6.5 times. The ratings are supported by FMD's very good revenue visibility and a solid niche position as a key US Navy/Coast Guard subcontractor. A large installed equipment base will continue to drive demand for aftermarket parts and services. The company is the sole domestic supplier for the engine classes that FMD builds and the US Navy will primarily source its propulsion systems domestically. Barriers to entry are therefore substantial. The strength of the company's competitive position is demonstrated by its high EBITDA margin of around 30%. The rating is supported by the company's good growth prospects as the US Navy extends the life of and expands its ship fleet. Moody's anticipates adequate liquidity supported by free cash flow generation and limited use of its revolver over the next several quarters. The stable outlook reflects adequate liquidity, solid demand for products and services and continued good performance on fixed price contracts. The outlook also anticipates an acquisitive growth strategy without disruption to ongoing operations. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings may be upgraded if the company sustains positive free cash flow or increases its scale. Debt/EBITDA sustained below 6.0 times or EBIT/Interest expense sustained above 1.5 times may also support an upgrade. The ratings may be downgraded if liquidity weakens or if debt/EBITDA exceeds 7.5 times. Interest coverage sustained below 1.0 times may also result in a downgrade. More aggressive financial policies may also result in a downgrade. Arcline FM Holdings, LLC (dba Fairbanks Morse Defense) is a provider of propulsion systems, ancillary power units, motors and electric controllers for the US Navy and US Coast Guard. The company is owned by entities of Arcline Investment Management. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. ARTERA SERVICES: Moody's Hikes CFR to B3, Outlook Stable -------------------------------------------------------- Moody's Investors Service has upgraded Artera Services, LLC's Corporate Family Rating to B3 from Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. Moody's has also assigned B3 ratings to the company's new $211 million backed senior secured first-lien revolver, $740 million backed senior secured first lien term loans and $740 million backed senior secured notes. The outlook remains stable. The proceeds from the debt issuance, together with about $800 million equity injection, $300 million new PIK debt and cash on hand, will be used to repay the company's existing $1.3 billion first lien term loan, $987 million secured notes and $94 million second lien term loan, as well as $88 million borrowings under the accounts receivable facility. The rating upgrade reflects Artera's deleveraging to the level commensurate with a B3 rating thanks to its owner's large equity contribution, as well as recent earnings improvement driven by cost savings and business transformation. In addition, the extension of debt maturities gives the company more leeway to execute on business restructuring and capture growth opportunities. Governance consideration, in particular the equity contribution to reduce debt, is a key driver for the rating upgrade. RATINGS RATIONALE Moody's expects Artera's credit metrics to become in line with B3 rating requirements after recapitalization. Adjusted debt leverage will improve to about 6.0x from nearly 9.0x at the end of September 2023. Interest coverage will rise above 1.5x. The outlook for free cash flow generation brightens with a substantial decline in interest payment and continued cost savings in 2024. In addition, the improvement in its credit profile is conducive to bidding new projects in the gas utility service sector and negotiating more favorable terms and conditions with its customers, suppliers, banks and insurance providers. Artera's liquidity profile will improve after amending and extending its revolver and accounts receivable (A/R) facility. The revolver will be upsized to $211 million. The maturities of its revolver and A/R facility will be extended to February 2029 and February 2027, respectively. Both will be undrawn after recapitalization. Artera will also have sufficient headroom under the revolver's springing covenant, thus be in a better position to fund its working capital and capital expenditure. Artera's rating remains constrained by the large amount of debt on the balance sheet, execution risks associated with its cost reduction efforts and limited end market diversity given its focus on maintenance, repair and upgrade services to gas and electric utilities. This work is typically covered by master service agreements and blanket contracts, but work order releases can fluctuate and exogenous factors such as weather can delay project completion, leading to periodic inefficiencies in labor and asset utilization and margin compression. Business risks include project safety and service quality, which will affect customer retention and operating results. Artera's credit profile is supported by the industry fundamentals as utilities focus on replacing aging infrastructure and outsourcing engineering and construction services to third parties. The recurring maintenance, repair and upgrade services for gas and electric distribution networks account for slightly above three quarters of Artera's sales. Exposure to fixed-price projects are about a quarter of its revenues. Artera's new first lien senior secured term loan and first lien senior secured notes rating assessment are in line with the B3 CFR, as they are secured by first priority lien on substantially all the tangible and intangible assets of the company and they account for the vast majority of the new debt capital structure. The B3 ratings also reflect the junior-ranking position of the first lien debt instruments with respect to the $350 million securitization facility, the collateral for which includes the company's accounts receivables. Artera's credit profile also reflects environmental, social and governance factors. Its Credit Impact Score ("CIS") has been changed to CIS-4 from CIS-5, reflecting the change in Governance score to G-4 from G-5 after the owner's equity injection to reduce debt and recent performance improvement under the new management team. The company's maintenance, upgrade and repair services to gas utilities and power companies have relatively low environmental-related risks and help reduce methane leakage from its customers' pipelines. Health and safety risks to its employees in the construction business is a key element in social consideration. The stable outlook reflects Moody's expectation that Artera will improve its business fundamentals, realize cost savings to strengthen its earnings and keep debt leverage steady in the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Artera's ratings could be downgraded, if operating performance deteriorates, free cash flow turns negative or debt leverage ratio remains above 6.0x for an extended period of time. A deterioration in its liquidity profile could also have negative credit implication. Artera's ratings could be upgraded, if it improves profit margins, generates consistent free cash flow and sustains a debt leverage below 5.0x. Headquartered in Atlanta, Georgia, Artera Services, LLC is an independent provider of repair, maintenance, replacement, and installation services to the distribution and small transmission segment of the utility industry. The company operates primarily in the East, South, Southwest, and Midwest regions of the United States. Its customers are natural gas and electric utilities and midstream operators. The company generated revenues of about $2.4 billion for the last twelve months ending September 2023. Clayton, Dublier & Rice ("CD&R") acquired the majority ownership of the company in 2018. The principal methodology used in these ratings was Construction published in September 2021. ARTERA SERVICES: S&P Upgrades ICR to 'B-', Outlook Stable --------------------------------------------------------- S&P Global Ratings raised our issuer credit rating on Artera Services LLC, a U.S.-based gas and electric utility service provider, to 'B-' from 'CCC+'. S&P said, "At the same time, we assigned our 'B-' issue-level rating and '3' recovery rating to the proposed $740 million term loan and its $740 million senior secured notes. The recovery rating is '3', indicating our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. In addition, we raised our rating on the company's $211 million revolving line of credit to 'B-' from 'CCC+'. "The stable outlook reflects our expectation for healthy operating performance with low- to mid-single digit percent top-line growth and margin expansion toward the low- to mid-teens percent area due to price increases and cost reduction initiatives. The stable outlook incorporates our expectation for sustained positive free operating cash flow (FOCF) with S&P Global Ratings-adjusted FOCF to debt in the low-to mid-single digit percent and leverage remaining at about 6.0x in 2024." Artera's comprehensive refinancing of its capital structure addresses near-term refinancing risk and reduces its debt burden via sponsor equity contribution. Artera's financial sponsor is contributing $801 million in common equity to reduce debt. In addition, Artera seeks to raise $1.48 billion in debt to repay existing debt. The transaction will address the company's debt maturities, pushing them to 2031, and improve leverage. S&P expects the company's healthy operating performance, combined with lower debt burden and improved funding costs will support positive FOCF over the next 12-24 months. S&P said, "We expect FOCF generation will improve significantly in 2024. We expect FOCF generation of $65 million in 2024 due to the lower interest burden providing some headroom for potential FOCF fluctuations. We assume about $14 million of working capital outflow to support growth and capital expenditure of about 3% of revenues. We do not project any sizable acquisitions over the next 12 months, during which transaction fees are significantly elevated, constraining cash flow. We note that $451 million availability under its $211 million revolving line of credit and $350 million account receivable securitization facility provides adequate liquidity for potential FOCF fluctuations due to underperformance or larger-than-expected working capital outflows. "We expect leverage will improve significantly, declining to about 6.0x in 2024. We expect the lower interest burden to contribute to improved FOCF generation. That said, our view of Artera's financial risk is governed by its financial-sponsor ownership and our baseline expectation for S&P Global Ratings-adjusted debt to EBITDA in the 6.0x range through 2025 (compared to over 9.0x in 2023). We expect its financial policies will remain aggressive and the company's financial sponsors will favor tuck-in acquisitions funded with debt, which may preclude significant debt reduction with debt to EBITDA remaining above 5x over the next few years. "We expect continued improvement in the company's profit margins through 2025. We project the company's reported EBITDA margin will grow to 11.8% in 2024 from about 10% in 2023 due to increased prices, improved contract terms, and improved efficiency. Our projections reflect increased volume in the gas distribution segment due to increasing wallet share from existing customers. We assume $26 million of net benefit from the implementation of its planned cost-saving initiatives in 2024, which relates to improvements in its operations, procurement, and fleet utilization. Artera's contracts typically include annual pricing escalators (about 2%-4%) that are financially accretive during periods of moderate inflation but were not sufficient to recover the acute inflation Artera experienced in 2021-2022. The company has been taking aggressive pricing actions since late 2022, which we believe will enable it to restore profitability to historical levels. "The stable outlook reflects our expectation for healthy operating performance with low- to mid-single digit percent top-line growth and margin expansion toward the low- to mid-teens percent area due to price increases and cost reduction initiatives. The stable outlook incorporates our expectation for sustained positive FOCF with S&P Global Ratings-adjusted FOCF to debt in the low-to mid-single digit percent and leverage remaining at about 6.0x in 2024." S&P could lower its ratings if Artera's cash flows come under pressure, and it expects sustained FOCF deficits or liquidity strains. This could happen if: -- Operating performance weakens and the company cannot implement its planned price increases and cost-savings initiatives, with EBITDA margins well below our base case; -- Cash interest expense increases to the extent free cash flow generation is strained; or -- Working capital needs increase. S&P could raise its ratings if: -- The company exhibits profitable growth and improves cash flow generation such that S&P Global Ratings-adjusted FOCF to debt is sustained in the mid-single-digit percent area; -- S&P Global Ratings-adjusted debt to EBITDA is sustained below 6.0x; and -- The sponsor prioritizes deleveraging with cash flow rather than debt-funded acquisitions and dividends over the long term. ATHERSYS INC: Hearing to Approve Bid Rules Set for Feb. 6 --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio is set to hold a hearing on Feb. 6 to consider approval of the bid rules proposed by Athersys Inc. and its affiliates in connection with the sale of their assets. The companies are selling substantially all of their assets to their lender, Healios K.K., or to another buyer with a better offer. The consideration to be provided by Healios is a total price of $2 million in the form of a credit bid of its obligations under a multi-draw debtor-in-possession loan, and the payment of cure costs for any purchased contracts. Healios' offer will serve as the stalking horse bid at the auction scheduled for March 5. In the event it is not selected as the winning bidder at the auction, Healios will receive a break-up fee of $200,000 and expense reimbursement of up to $300,000. Any interested buyer must follow the bid rules in order to participate in the auction. The bid rules set a Feb. 29 deadline for interested buyers to place their bids on the assets. Any competing bid must include a cash consideration equal to or exceeding Healios' $2 million offer; $500,000 for the bid protections; and an additional $20,000. The companies will announce the winning bidder not later than one day after cancellation or completion of the auction. The bankruptcy court will hold a hearing on March 14 to consider the sale of the companies' assets to the winning bidder. Objections to the sale must be filed one day before the hearing, at 12:00 p.m. (Eastern Time). The winning bidder has until April 1 to consummate the sale, according to the bid rules. About Athersys Inc. Athersys, Inc. is a clinical-stage biotechnology company developing novel and proprietary best-in-class therapies designed to extend and enhance the quality of human life. It is based in Cleveland, Ohio. Athersys and its affiliates concurrently filed voluntary Chapter 11 petitions (Bankr. N.D. Ohio Lead Case No. 24-10043) on Jan. 5, 2024. At the time of the filing, Athersys reported $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Jessica E. Price Smith presides over the cases. The Debtors tapped Nicholas Miller, Esq. at McDonald Hopkins, LLC as legal counsel; Outcome Capital, LLC as investment banker; and Ankura Consulting Group, LLC as financial advisor. Kasey Rosado, senior managing director at Ankura, serves as the Debtors' interim chief financial officer. ATLAS MIDCO: S&P Stays 'CCC+' ICR on New M&G Modifier Assessment ---------------------------------------------------------------- S&P Global Ratings retained its ratings on Atlas Midco Inc. (dba Alvaria), including its 'CCC+' issuer credit rating, following the assignment of the new M&G assessment. S&P Global Ratings assigned a new M&G modifier assessment of negative to Delaware-based Alvaria. The action follows the revision to S&P's 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 its analysis. S&P's M&G assessment of negative reflects material deficiencies in the management and governance that clearly increase credit risk for Alvaria. All other ratings on Alvaria remain unchanged. S&P said, "The stable outlook reflects our expectation for Alvaria's cash burn to moderate somewhat over the next 12 months helped by cost savings and reduced restructuring and one-off cash outflows. While there are no near-term debt maturities, with the earliest maturity being the revolving credit facility (RCF) in May 2026, we view the capital structure as unsustainable given the company's high interest burden and the uncertainty around a return to long-term revenue growth and sustainable positive FOCF generation." Downside scenario S&P could lower its ratings if it believes Alvaria could undertake a debt restructuring or distressed exchange within a 12-month period. This could be due to S&P's expectation of: -- Worse-than-expected or sustained revenue declines because of weak customer demand, elevated customer churn, or further operational mishaps; -- Greater-than-expected cash burn leading to a further weakened liquidity position, resulting in a likely inability to meet debt servicing obligations and seasonal net working capital needs within the next 12 months; or -- Cost-cutting activities not sufficient to offset revenue declines such that S&P believes financial covenants might be breached within the next 12-24 months. Upside scenario S&P could raise its rating if: -- Alvaria stabilizes revenues with support from lower cloud customer churn due to greater confidence in the company's security operations, a return to bookings growth from effective sales and channel partner execution, and good demand for core WEM and outbound products; -- EBITDA margins remain above 30%, with the company maintaining adequate cost discipline while investing to support organic growth; and -- S&P expects a return to sustained positive FOCF, leading to an improved liquidity position as evidenced by the company's cash balance and RCF availability. This could be driven by cost efficiencies and net working capital management and further supported by an equity capital infusion. AVAMERE NPS: Unsecureds to Get Left Over From Debtor Reserve ------------------------------------------------------------ Avamere NPS Stables LLC and Avamere NPS Carpenters LLC filed a Joint Plan of Liquidation and a Disclosure Statement. The Debtors are single asset real estate limited liability companies organized under the laws of the District of Columbia with a principal place of business located in the District of Columbia. The sole significant tangible asset of Carpenters is the "Carpenters Property" which is that property commonly known as 2725 Cassedy Street, Silver Spring MD 20910, and more specifically known as Lot 22, Block 1 in a subdivision known as "Forest Glen Park" per plat thereof recorded as Plat No. 23377 among the Land Records of Montgomery County, Maryland. The Carpenters Property consists of six vacant condominium units located in Silver Spring, MD. The Carpenters Property was subject to liens in favor of Odeh Properties, LLC and WCP Fund I, LLC ("WCP"). The sole significant tangible asset of Stables is the "Stables Property" which is that property commonly known as 2701 Linden Lane, Silver Spring MD 20910, and more specifically known as Lot 43, Block 1 in a subdivision known as "Forest Glen Park" per plat thereof recorded as Plat No. 23374 among the Land Records of Montgomery County, Maryland. The Stables Property consists of seven vacant condominium units located in Silver Spring, MD. The Stables Property was subject to liens in favor of B&L Funding, LLC and WCP. The Stables Property and the Carpenters Property are hereinafter collectively referred to as the "Properties." Under the Plan, Class 8 consists of Unsecured Claims. On the Distribution Date, the Debtors will pay any amounts left over from the applicable Debtor Reserve after payment of Administrative and Priority Tax Claims, to holders of General Unsecured Claims in full and complete satisfaction of any General Unsecured Claims. Holders of Allowed Class 8 Claims are impaired entitled to vote to accept or reject the Plan. At any time of WCP's choosing, the Debtors shall convey the Properties to WCP or any other entity to which WCP directs that the Debtors make such transfer. WCP shall be responsible for all costs of effectuating such transfer, including payment of all required real estate taxes, closing costs, water/sewer liens and any required US Trustee fees. All property of the Estate shall revest in the Debtors on the Effective Date, free and clear of all other liens, claims, interests and encumbrances, except for the liens specifically granted by the Plan. Counsel for the Debtors: Justin P. Fasano, Esq. MCNAMEE HOSEA, P.A. 6404 Ivy Lane, Suite 820 Greenbelt, MD 20770 Tel: (301) 441-2420 Fax: (301) 982-9450 E-mail: jfasano@mhlawyers.com A copy of the Disclosure Statement dated Jan. 17, 2024, is available at https://tinyurl.ph/tGOdn from PacerMonitor.com. About Avamere NPS Stables Avamere NPS Stables LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Avamere NPS Stables LLC and affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.D.C. Case No. 23-00285) on Oct. 5, 2023. In the petition filed by James Smith, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Elizabeth L Gunn oversees the case. The Debtor is represented by: Justin Philip Fasano, Esq. McNamee Hosea, P.A. c/o James Smith 44050 Ashburn Shopping Plaza Suite 195-637 AVAYA HOLDINGS:S&P Stays 'CCC+' ICR on New M&G Modifier Assessment ------------------------------------------------------------------ S&P Global Ratings retained its ratings on Morristown, N.J.-based Avaya Holdings Corp., including its 'CCC+' issuer credit rating, are unchanged following the assignment of the new M&G assessment. Rating Action Rationale S&P Global Ratings assigned a new M&G modifier assessment of Negative to Morristown, New Jersey based Avaya Holdings Corp. 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 its analysis. S&P's M&G assessment of negative reflects Avaya's two bankruptcies which it believes translate to deficiencies in management and governance that have potential to increase the company's credit risk. All other ratings on Avaya Holdings Corp. remain unchanged. S&P said, "The stable outlook reflects Avaya's significantly reduced debt burden and our expectation that the company will return to growth starting in 2025, improving profitability metrics as a result of sizable cost-saving actions taken and planned. The stable outlook also reflects its strong liquidity balances, which we believe will provide ample headroom as Avaya ramps up operations following its bankruptcy filing." Downside scenario S&P could lower the rating if operational challenges arise from Avaya's business turnaround such that: -- Revenue growth stalls or declines on a sustained basis; -- Free operating cash flow (FOCF) deficits accelerate; -- The compliance calculated fixed-charge coverage ratio approaches 1x; or -- Liquidity deteriorates and S&P believes Avaya may not meet its near-term cash commitments. Upside scenario S&P could raise its ratings on Avaya if it: -- Sustains revenue growth and EBITDA margins in the high-single-digit percent area; and -- Generates positive and increasing FOCF. AVINGER INC: Agrees to Reduce Loan Minimum Liquidity Requirement ---------------------------------------------------------------- Avinger, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Jan. 26, 2024, it entered into Amendment No. 7 to the Term Loan Agreement with CRG Partners III L.P. and certain of its affiliated funds, as lenders, dated as of Sept. 22, 2015, by and among the Company, certain of its subsidiaries from time to time party thereto as guarantors and Lenders. The Amendment reduces the minimum liquidity requirement of the Term Loan Agreement from $3,500,000 to $1,000,000 until April 1, 2024. Thereafter, the Company will be subject to the minimum liquidity requirement of $3,500,000. About Avinger Headquartered in Redwood City, California, Avinger, Inc. -- http://www.avinger.com-- is a commercial-stage medical device company that designs and develops image-guided, catheter-based system for the diagnosis and treatment of patients with Peripheral Artery Disease (PAD). The Company designs, manufactures, and sells a suite of products in the United States and select international markets. Avinger reported a net loss applicable to common stockholders of $27.24 million for the year ended Dec. 31, 2022, a net loss applicable to common stockholders of $21.59 million for the year ended Dec. 31, 2021, a net loss applicable to common stockholders of $22.87 million for the year ended Dec. 31, 2020, a net loss applicable to common stockholders of $23.03 million for the year ended Dec. 31, 2019, and a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018. San Francisco, California-based Moss Adams LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 15, 2023, citing that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. "The Company can provide no assurance that it will be successful in raising funds pursuant to additional equity or debt financings or that such funds will be raised at prices that do not create substantial dilution for its existing stockholders. Given the volatility in the Company's stock price, any financing that the Company may undertake in the next twelve months could cause substantial dilution to its existing stockholders, and there can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its various endeavors. These conditions raise substantial doubt about the Company's ability to continue as a going concern. In addition, the macroeconomic environment has in the past resulted in and could continue to result in reduced consumer and investor confidence, instability in the credit and financial markets, volatile corporate profits, and reduced business and consumer spending, which could increase the cost of capital and/or limit the availability of capital to the Company," the Company said in its Quarterly Report for the period ended Sept. 30, 2023. BARNES & NOBLE: Bernard Selz Holds 6.09% Equity Stake ----------------------------------------------------- In a Schedule 13G Report filed with the U.S. Securities and Exchange Commission, Bernard Selz disclosed that as of December 31, 2023, he beneficially owned 3,236,984 shares of Barnes & Noble Education, Inc.'s Common Stock, representing 6.09% of the shares outstanding. A full-text copy of the report is available at http://tinyurl.com/yv4xw6dd About Barnes & Noble Education Basking Ridge, New Jersey-based Barnes & Noble Education, Inc. ("BNED") is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. It is one of the largest textbook wholesalers, inventory management hardware and software providers that operates 1,289 physical, virtual, and custom bookstores and serve more than 5.8 million students, delivering essential educational content, tools and general merchandise within a dynamic omnichannel retail environment. As of July 29, 2023, BNED has $1,070,817,000 in total assets and $989,758,000 in total liabilities. BNED was previously warned that its liquidity level raised substantial doubt about its ability to continue as a going concern as of the year ended April 29, 2023, according to a TCR report dated Sept. 12, 2023. BNED's management believes that the expected impact on its liquidity and cash flows resulting from the debt amendments and the operational initiatives as outlined are sufficient to enable the Company to meet its obligations for at least the next 12 months and to continue to alleviate the conditions that initially raised substantial doubt. BIG TEDDY: Seeks Cash Collateral Access --------------------------------------- Big Teddy, LLC d/b/a Big Plush asks the U.S. Bankruptcy Court for the District of New Jersey for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay its ordinary and necessary business expenses such as payroll, rent, taxes, insurance, maintenance, inventory costs, and other basic operating expenses. On September 14, 2023, Amazon Capital Services, Inc. provided a business loan to the Debtor in the principal amount of $40,124 with an annual interest rate of 9.99%. This loan was a refinance of an existing business loan from Amazon. The Amazon Loan Agreement provided for repayment of $3,527 per month over a 12-month period. Pursuant to the Amazon Loan Agreement, Amazon funded the Amazon Loan into the Debtor's Amazon Seller Account and is authorized to withhold disbursements to the Debtor from its Amazon Seller Account or to deduct loan payments from the Amazon Seller Account to cover any scheduled payments due to Amazon under the Amazon Loan Agreement. Amazon perfected its original loan to the Debtor by filing a UCC-1 financing statement on March 2, 2021. In addition, Amazon has a perfected security interest in the Amazon Collateral pursuant to N.J.S.A. 12A:9-310(b)(8) and 12A:9-314 as a result of its control over the Debtor's Amazon Seller account. To further secure payment, Michael Matuska executed a personal guarantee of the Amazon Loan pursuant to which Mr. Matuska agreed to unconditionally guaranty repayment of the Debtor's obligations to Amazon. As of the date of the motion, the Debtor is current on its payments to Amazon and is not in default under the Amazon Loan Agreement. The current balance of the debt owed to Amazon is $37,964. On January 12, 2022, the Debtor executed a Revenue Based Financing Agreement with EBF Holdings LLC d/b/a Everest Business Funding to secure a merchant cash advance in the principal amount of $50,000. To perfect its security interest in the Future Receipts, Everest filed a UCC-1 financing statement on August 2, 2022. As of the date of the motion, $2,706 is owed to Everest. The Debtor obtained a working capital loan from PayPal Inc. in the principal amount of $15,500. The Debtor and PayPal executed a Working Capital Account Agreement which permitted PayPal to automatically deduct payments from the Debtor's PayPal account in connection with the loan and granted PayPal a security interest in the Debtor's PayPal account as well as other general business intangibles. PayPal never filed a UCC-1 financing statement. The current outstanding balance of the loan to PayPal is $10,023. Both Amazon and PayPal automatically deduct moneys owed to them from the Debtor's Amazon Business Seller's Account and PayPal Account, respectively, prior to disbursing the net cash proceeds to the Debtor for the sale of its goods on various e-commerce platforms. Amazon and PayPal's interests are adequately protected under these circumstances. The Debtor plans to sell its business and assets to a third party as part of a liquidating chapter 11 plan. For the sale to happen, the Debtor must be able to continue operating as a going concern, which requires the continued use of cash collateral. A copy of the motion is available at https://urlcurt.com/u?l=oyykUq from PacerMonitor.com. About Big Teddy Big Teddy, LLC conducts business under the name Big Plush. The company is based in Newark, N.J. Big Teddy filed voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 23-19587) on Oct. 30, 2023, with up to $50,000 in assets and $1 million to $10 million in liabilities. Michael Matuska, sole member, signed the petition. Michael E. Holt, Esq., at Forman Holt represents the Debtor as legal counsel. BLACKBERRY LTD: Proposes $160M Private Convertible Notes Offering ----------------------------------------------------------------- BlackBerry Limited announced that it intends to offer, subject to market and other conditions, $160 million aggregate principal amount of Convertible Senior Notes due 2029 in a private offering. The notes will be offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended, and pursuant to prospectus exemptions in Canada and other jurisdictions. BlackBerry also expects to grant the initial purchasers of the notes the option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $25 million aggregate principal amount of the notes. BlackBerry intends to use the net proceeds from the offering of the notes to fund the repayment or repurchase of its outstanding $150 million aggregate principal amount of 1.75% extendible convertible unsecured debentures due February 15, 2024 (the "Existing Debentures") and the remainder, if any, for general corporate purposes. The notes will be BlackBerry's general unsecured obligations, ranking senior to BlackBerry's obligations under the Existing Debentures. The notes will mature on February 15, 2029, unless earlier converted, redeemed or repurchased. BlackBerry may satisfy any conversions of the notes by paying or delivering, as the case may be, cash, its common shares or a combination of cash and its common shares, at BlackBerry's election (or, in the case of any notes called for redemption that are converted during the related redemption period, solely its common shares). The interest rate on, the initial conversion rate of, and other terms of the notes will be determined at the time of pricing of the offering. The closing of the offering will be subject to customary conditions, including approval from the Toronto Stock Exchange. The offer and sale of the notes and the common shares issuable upon conversion of the notes, if any, have not been registered under the Securities Act or any state securities laws. Unless a subsequent sale is registered under the Securities Act, the notes and the common shares issuable upon conversion of the notes, if any, may only be offered or sold in the United States in a transaction that is exempt from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. About BlackBerry Headquartered in Waterloo, Ontario, BlackBerry Limited (NYSE: BB; TSX: BB) provides intelligent security software and services to enterprises and governments around the world. As of Aug. 31, 2023, the Company had $1.613 billion in total assets against $784 million in total liabilities. In September 2023, Egan-Jones Ratings Company maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by BlackBerry Limited. BLUE STAR: Registers 19.9 Million Shares for Potential Resale ------------------------------------------------------------- Blue Star Foods Corp. filed with the Securities and Exchange Commission Amendment No. 2 to its Form S-1 registration statement relating to the potential offer and resale by the selling stockholders or their permitted transferees of 19,876,735 shares of the Company's common stock, $0.0001 par value per share, consisting of: (i) up to 2,761,668 shares issuable upon conversion of the principal and accrued interest at maturity of two convertible promissory notes in the aggregate principal amount of $1,500,000 in total, each issued to Lind Global Fund II LP on May 30, 2023, and July 27, 2023, respectively (collectively the "Lind Notes") (ii) 435,035 shares of Common Stock issuable upon the exercise of warrants (at an exercise price of $2.45 per share), issued to Lind on May 30, 2023, and (iii) up to 16,680,032 shares issuable pursuant to that certain purchase agreement (the "ELOC Purchase Agreement") dated May 16, 2023, by and between ClearThink Capital Partners, LLC and the Company. The registration of the shares of Blue Star's Common Stock covered by the prospectus does not necessarily mean that any shares of its Common Stock will be sold by any of the Selling Stockholders, and the Company cannot predict when or in what amounts any of the Selling Stockholders may sell any of its shares of Common Stock offered by the prospectus. The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell the Common Stock through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may sell any, all or none of the securities offered by this prospectus, and the Company not know when or in what amount the Selling Stockholders may sell their shares of Common Stock hereunder following the effective date of this registration statement. There is currently a limited public trading market for The Company's Common Stock. The Company's Common Stock is listed on the Nasdaq Capital Market under the symbol "BSFC." The last reported sale price of its common stock on the Nasdaq Capital Market on January 10, 2024, was $0.15 per share. ClearThink is an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act. The additional Selling Stockholder is or may be an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act. Blue Star is registering the shares of Common Stock on behalf of the Selling Stockholders, to be offered and sold by them from time to time. It will not receive any proceeds from the sale of the Common Stock by the Selling Stockholders in the offering described in the prospectus. The Company has agreed to bear all of the expenses incurred in connection with the registration of the Common Stock. The Selling Stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Common Stock. A full-text copy of the Prospectus is available at http://tinyurl.com/jmzhxdzn About Blue Star Foods Based in Miami, Florida, Blue Star Foods Corp. -- https://bluestarfoods.com/ -- is an international sustainable marine protein company based in Miami, Florida, that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company's main operating business, John Keeler & Co., Inc. was incorporated in the State of Florida in May 1995. The swimming crab meat primarily from Indonesia, Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Farms for distribution in Canada. Blue Star reported a net loss of $13.19 million for the year ended Dec. 31, 2022, compared to a net loss of $2.61 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $7.24 million in total assets, $6.76 million in total liabilities, and $482,294 in total stockholders' equity. In its Quarterly Report for the three months ended Sept. 30, 2023, Blue Star Foods reported that the Company had an accumulated deficit of $33,188,070 and a working capital deficit of $1,254,840, inclusive of $768,839 in stockholder debt for the nine months ended Sept. 30, 2023. The Company said these factors raise substantial doubt as to its ability to continue as a going concern. BOND EXPRESS: Seeks Extension to File Plan Until May 13 ------------------------------------------------------- Bond Express, Inc., filed a motion to extend its time to file a Chapter 11 Small Business Plan of Reorganization and Disclosure Statement pursuant to 11 U.S.C. Sec. 1121(e). The Debtor is a corporation with the business address 1890 East 5 Street #2K, Brooklyn, NY 11223. From the filing of this bankruptcy case, Debtor has consistently and timely filed all Monthly Operational Reports pursuant to the rules of the Bankruptcy Court. As well, the Debtor is up to date with all the payments of the quarterly fees to the US Trustee's Office as debtor in possession. The Debtor continues to operate its respective business and manage its properties as Debtor in Possession, pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in this chapter 11 case. The Debtor requests an extension of the time period to file a Plan of Reorganization (as hereinafter defined) through and including May 13, 2024, pursuant to Section 1121(e) of the Bankruptcy Code, without prejudice to the Debtor's right to seek an additional extension of such Period. Bond Express, Inc., is a small business Debtor as defined by 11 U.S.C. Sec. 101(51C). The Debtor's time to file the Plan of reorganization and Disclosure statement is currently set to expire on February 11, 2024. This fourth extension is not made for the purpose of delay. The fourth requested extension of the time period to file a plan is necessary due to the fact, that the time to file a plan is set to expire on Feb. 11, 2024, and the Debtor needs an additional time to complete negotiations with the U.S. Small Business Administration and thereafter to file a plan of reorganization and disclosure statement, offering treatment to the main and other remaining Creditors of the estate. The Debtor made an offer to the U.S. Small Business Administration. Furthermore, the fourth extension of the time period to file a plan will allow the Debtor to file a Chapter 11 plan and disclosure statement without violating the Bankruptcy Code provisions and to provide treatment to its Creditors. Counsel for the Debtor: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 About Bond Express Bond Express, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 22-42628) on Oct. 21, 2022, with as much as $1 million in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. The Law Offices of Alla Kachan, PC, and Wisdom Professional Services, Inc., serve as the Debtor's legal counsel and accountant, respectively. BORINQUEN NATURAL: NGO Raises Plan Objections --------------------------------------------- Creditor, NGO Health Distributor, Inc, filed an objection to Borinquen Natural, LLC's Chapter 11 Plan. At a hearing held on Sept. 26, 2023, the Court granted Debtor 45 days to Amended the Disclosure Statement and Plan, among other things, which was due on Nov. 10, 2023, however, they filed the Amended Disclosure Statement and the Amended Plan on Nov. 15, 2023, hence, leaving less than the 28 days afforded by Rule 2002 of the Federal Rules of Bankruptcy Procedure to object to the Disclosure Statement and Plan. Such Amended Disclosure Statement and Plan were again, amended on December 27, 2023, however, after review of the same, NGO's objection to both documents, the Amended Disclosure Statement and Amended Chapter11 Plan, remains since Debtor have failed to addressed the main issues involving the Priority Rule and the Liquidation Value, among many other concerns raised on the present objection. Also, as of Jan. 2, 2024, Debtor nor Debtor's attorney has circulated the ballots for the corresponding vote to the undersigned attorney nor to creditor and in accordance with the Order of the Court. NGO objects to the confirmation of Debtor's small business plan dated Dec. 27, 2023 for the following reasons: a. Plan must be proposed in good faith pursuant to 11 U.S.C. Sec. 1129(a)(3). Debtor's proposed plan dated December 27, 2023 makes reference to the income derived from the sale of goods. However, the majority of the goods sold by Debtor are the subject of the state civil court that is pursued by creditor NGO, since such goods are the result of a continued infringement of copyright laws and patents held by creditor, NGO. Part of the remedies requested to the State Court is the imposition of a prohibition for Debtor to continue selling products that violate the copyright laws. Therefore, if such prohibition is ascertain, and NGO is confident that the same will be obtained, then Debtor's continuance of the selling of such merchandise will be in violation of federal laws. b. Proposed Chapter 11 Plan contemplates a Liquidation Value that do not conform to a Chapter 7 case scenario. As per exhibit C of the Disclosure Statement, the Debtor does not contemplate the preferential transfers made by Debtor nor they are estimated, and also do not include the payments made by Debtor after the filing of the case and that might be considered preferential transfers that will be recoverable by a Chapter 7 Trustee and such monies increment the return percent to the unsecured creditors. c. Proposed Chapter 11 plan sections regarding effect of confirmation provides an injunction to the pursuit of any claim. The plan's language in section 81, 82, 91, 92 and 93 are not acceptable to NGO, as it provides an injunction barring any action against Debtor after confirmation. Part of NGO's claim stems from a violation of an exclusive distribution contract and also the copyright infringement as well as damages. As per the latest hearing, the stay was modified to let creditor, NGO, pursue such civil suit until judgement. NGO must retain the capability to pursue the civil suit. Moreover, NGO retains its right to proceed against any co-debtor of the Debtor, as there is no co-debtor's stay in Chapter 11. The foregoing would be particularly detrimental to NGO, after the stay is terminated upon the entry of a final decree. d. Proposed treatment of claims unfairly discriminates against unsecured creditors, class 2 and in violation of the Absolute Priority Rule. Debtor contemplates to pay in full with interest class 3, which is the class composed for insiders and equity security holders, when class 2, is offered either ZERO PAYMENT and/or in the alternative a $30,000.00 escrow account. e. Debtor's proposed plan does not contemplate the disposable income test and/or projections. Debtor's proposed plan only contemplates payments for 36 months in complete disregard of their 5 year projections, nor it considers other sources of income in the event Debtor is prohibited from selling the current products subject to violation of trademark and copyright infringement. Although Debtor's income may fluctuate over time, the projections to fund its Chapter 11 plan cannot be based on mere speculation, without any basis on prior performance. Debtor's monthly operating reports clearly show that Debtors have not met their $20,000.00 projected cap and therefore, it was changed to $5,000.00. However, if we consider the accounts payable, Debtor is on red figures most of the time. Counsel for NGO Health Distributor, Inc.: Jacqueline Hernandez Santiago, Esq. PO BOX 366431 San Juan, Puerto Rico 00936-6431 Tel: (787)766-0570 / 249-4264 E-mail: quiebras1@gmail.com About Borinquen Natural Borinquen Natural, LLC, is a corporation organized under the laws of the Commonwealth of Puerto Rico. It is a limited liability company engaged in the distribution and sale of a variety of health food products. Borinquen Natural owns no real estate properties. Borinquen Natural filed a voluntary petition for Chapter 11 protection (Bankr. D.P.R. Case No. 21-01058) on March 31, 2021, listing under $1 million in both assets and liabilities. Judge Mildred Caban Flores oversees the case. The Debtor tapped Myrna L. Ruiz-Olmo, Esq., at MRO Attorneys at Law, LLC, as bankruptcy counsel and Trebilcock & Rovira, LLC, as special litigation counsel. Albert Tamarez-Vasquez, CPA, at Tamarez CPA, LLC, is the Debtor's accountant. BOYCE HYDRO: Liquidating Trustee to Sell Remaining Trust Assets --------------------------------------------------------------- Scott Wolfson, the official overseeing the Boyce Hydro Liquidating Trust, asked the U.S. Bankruptcy Court for the Eastern District of Michigan for approval to sell the remaining assets of the trust. The liquidating trustee is selling the assets to Cranehill Capital, LLC for $6,000. The trust assets do not include cash. The assets will be sold "free and clear" of liens, claims and encumbrances. The benefit of receiving immediate payment for the remaining assets, which are largely unknown, outweighs the potential benefit of retaining the assets, according to Anthony Kochis, Esq., the liquidating trustee's attorney. "The liquidating trustee believes that the cost of pursuing the remnant assets would likely exceed the benefit that the liquidating trust would possibly receive," Mr. Kochis said in a motion filed in court. About Boyce Hydro Boyce Hydro, LLC and Boyce Hydro Power, LLC, Michigan-based providers of electrical power services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Lead Case No. 20-21214) on July 31, 2020. At the time of the filing, the Debtors each disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Daniel S. Oppermanbaycity oversees the cases. Goldstein & McClintock LLP, led by Matthew E. McClintock, Esq., is the Debtors' legal counsel. On Feb. 25, 2021, the court entered a nonconsensual order, which confirmed the Debtors' joint consolidated Chapter 11 plan of liquidation, and approved the establishment of the Boyce Hydro liquidating trust and Scott A. Wolfson's appointment as liquidating trustee. The plan was declared effective on March 3, 2021. The liquidating trustee tapped Wolfson Bolton, PLLC as bankruptcy counsel; Honigman, LLP and Steinhardt Pesick & Cohen, P.C. as special counsel; Plante & Moran, PLLC as accountant; and Stretto as claims agent. O'Keefe & Associates Consulting, LLC provides litigation support services to the trustee. CALAMP CORP: Board, Stockholders Approve 1-for-23 Stock Split ------------------------------------------------------------- CalAmp Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Jan. 25, 2024, the Board of Directors of the Company approved a reverse stock split of the Company's issued and outstanding shares of common stock, $0.01 par value per share, at a ratio of 1-for-23. The Reverse Stock Split will be effective as of 5:00 p.m. eastern time on Feb. 1, 2024. Reason for the Reverse Stock Split The Company is effecting the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement, as set forth in Listing Rule 5450(a)(1), for continued listing on the Nasdaq Stock Market LLC exchange. As previously disclosed on Aug. 23, 2023, the Company received a letter from Nasdaq on Aug. 22, 2023, indicating that for the then last 30 consecutive business days, the Company was not in compliance with the Minimum Bid Requirement. In accordance with Listing Rule 5810(c)(3)(A), the Company has been granted 180 calendar days, or until Feb. 18, 2024, to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price of the Company's Common Stock must be at least $1.00 per share for a minimum of 10 consecutive business during the Compliance Period. Effects of the Reverse Stock Split Effective Date; Symbol; CUSIP Number. The Reverse Stock Split becomes effective with Nasdaq and the Common Stock will begin trading on a split-adjusted basis at the open of business on the day following the Effective Date. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 128126208. The trading symbol for the Company, CAMP, will not be changed. Split Adjustment; Treatment of Fractional Shares. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) 23. Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split will be rounded up to the nearest whole share and, as such, any stockholder who otherwise would have held a fractional share after giving effect to the Reverse Stock Split will instead hold one whole share of the post-Reverse Stock Split Common Stock after giving effect to the Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Company intends to treat stockholders holding shares of Common Stock in "street name" (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in "street name;" however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split. Also on the Effective Date, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted by dividing the number of shares of Common Stock into which the options, warrants and other convertible securities are exercisable or convertible by 23 and multiplying the exercise or conversion price thereof by 23, all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share. Such proportional adjustments will also be made to the number of shares and restricted stock units issued and issuable under the Company's equity compensation plan. Certificated and Non-Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts. After the Reverse Stock Split becomes effective, the Company's transfer agent and registrar, Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC) will mail instructions for submitting paper certificates in exchange for new certificates reflecting the Reverse Stock Split. Equiniti can be contacted at (718) 921-8288, but stockholders should not submit their paper certificates until they receive and complete the instructions for transmittal which Equiniti will mail to them. Certificate of Amendment. The Company will effect the Reverse Stock Split pursuant to the Company's filing of a certificate of amendment of the Company's amended and restated certificate of incorporation with the Delaware Secretary of State effective at 5:00 p.m. eastern time on Jan. 25, 2024, in accordance with Delaware Law. Stockholder Approval. At the Company's Special Meeting held on Jan. 25, 2024, the stockholders approved a proposal to grant the Board of Directors discretion to implement a reverse stock split in a range of one-for-ten up to one-for-fifty. As such the Reverse Stock Split was approved in accordance with Delaware law. Capitalization. As of Jan. 24, 2024, there were 37,969,389 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there will be approximately 1,650,843 shares of Common Stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split will not have any effect on the stated par value of the Common Stock. The Total number of the Company's authorized shares of Common Stock shall not be affected by the foregoing. Immediately after the Reverse Stock Split, each stockholder's relative ownership in the interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares. 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. The Company's 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, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. CASA SYSTEMS: S&P Stays 'CCC+' ICR on New M&G Modifier Assessment ----------------------------------------------------------------- S&P Global Ratings retained its ratings on Andover, Mass.-based Casa Systems Inc., including its 'CCC+' issuer credit rating, are unchanged following the assignment of the new M&G assessment. S&P Global Ratings assigned a new M&G modifier assessment of negative to Casa Systems. The action follows the revision to S&P's criteria for evaluating the credit risks presented by an entity's management and governance framework. The terms management and governance encompass the broad array of oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can affect an entity's creditworthiness and, as such, the M&G modifier is an important component of its analysis. S&P's M&G assessment of negative reflects Casa's recent performance missteps and refinancing execution challenges that it believes translate to deficiencies in management and governance that increase credit risk for the company. All other ratings on Casa are unchanged. S&P said, "The stable outlook reflects our view that a debt restructuring or distressed exchange is unlikely within the next 12 months. We believe with its near-term maturity addressed, Casa can focus on driving growth and positive free operating cash flow (FOCF) over the next 12 months." Downside scenario S&P said, "We could lower our rating if we believe Casa could execute a debt restructuring or distressed exchange within the next 12 months. This could be due to our belief that a greater-than-expected cash burn would further weaken its liquidity position, putting the company at risk of breaching its financial maintenance covenant." Upside scenario S&P could raise its rating on Casa if the company improves revenue growth, profitability, and FOCF generation, as well as increases cash cushion under its liquidity covenant. CINEMARK HOLDINGS: BlackRock Holds 14.5% Equity Stake ----------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of December 31, 2023, it beneficially owned 17,655,782 shares of Cinemark Holdings Inc.'s Common Stock, representing 14.5% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/yc2pdt8r About Cinemark Holdings Inc. Headquartered in Plano, Texas, Cinemark Holdings Inc. (NYSE: CNK) -- https://ir.cinemark.com/ -- is one of the largest movie theatre companies in the world. Its circuit, comprised of various brands that also include Century, Tinseltown and Rave, as of September 30, 2023 operated 507 theatres with 5,765 screens in 42 states domestically and 13 countries throughout South and Central America. As of September 30, 2023, the Company had $4.8 billion in total assets and $2.4 billion in long-term debt. Egan-Jones Ratings Company on August 3, 2023, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Cinemark Holdings Inc. COMMSCOPE HOLDING: BlackRock Has 8.1% Stake as of Dec. 31 --------------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2023, it beneficially owned 17,244,878 shares of common stock of CommScope Holding Company, Inc., representing 8.1 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/1364742/000108636424003800/us20337x1090_012524.txt About CommScope CommScope (NASDAQ: COMM) -- www.commscope.com -- is a global provider of infrastructure solutions for communication, data center and entertainment networks. The Company's solutions for wired and wireless networks enable service providers, including cable, telephone and digital broadcast satellite operators and media programmers to deliver media, voice, Internet Protocol (IP) data services and Wi-Fi to their subscribers and allow enterprises to experience constant wireless and wired connectivity across complex and varied networking environments. CommScope reported a net loss of $1.28 billion in 2022, a net loss of $462.6 million in 2021, and a net loss of $573.4 million in 2020. For the nine months ended Sept. 30, 2023, the Company incurred a net loss of $925.7 million. As of Sept. 30, 2023, the Company had $10.06 billion in total assets, $11.41 billion in total liabilities, $1.15 billion in series A convertible preferred stock, and a total stockholders' deficit of $2.49 billion. * * * As reported by the TCR on November 22, 2023, S&P Global Ratings lowered its issuer credit rating on CommScope to 'CCC' from 'B-' and removed the ratings from CreditWatch with negative implications, where they were placed on Oct. 31, 2023. S&P revised the outlook to negative. S&P said, "We believe CommScope will still see severe inventory overhang over the next year before improving in the second half of 2024. However, we believe it's unlikely demand will improve significantly in the second half of 2024. DIOCESE OF ROCHESTER: Plan Proposes $55M for Abuse Claimants ------------------------------------------------------------ The Diocese of Rochester and the Official Committee of Unsecured submitted a Second Amended Joint Chapter 11 Plan of Reorganization dated January 12, 2024. This Plan provides for the financial restructuring of the Diocese and the settlement of all, or substantially all, Claims against the Diocese, including, without limitation, the settlement of all Abuse Claims against the Diocese and the Participating Parties. The Plan provides for payment in full of all Administrative Claims, Priority Tax Claims, Non-Tax Priority Claims, Professional Fee Claims, and U.S. Trustee Fee Claims, leaves unimpaired any Allowed Secured Claims or Pass-Through claims, provides for deferred payments equal to the full Allowed amount of any General Unsecured Claims, and establishes the Abuse Claims Settlement Fund to be held by the Trust to compensate holders of Abuse Claims. Inbound Contribution Claims are disallowed and extinguished pursuant to the Plan. The Plan's treatment of Abuse Claims represents the culmination of nearly 4 years of negotiation between the Diocese and the Committee in its capacity as an advocate on behalf of all Abuse Claimants and has been approved by the Committee in consultation with attorneys who collectively represent approximately 70% of all Abuse Claimants who have asserted Abuse Claims against the Diocese ("State Court Counsel"). The Plan provides that funding for the Trust and the Abuse Claims Settlement Fund will be provided from, among other potential sources of recovery, a cash contribution by the Diocese and other Participating Parties in the aggregate amount of $55 million, and insurance settlement payments paid pursuant to Insurance Settlement Agreements with various Settling Insurers. As of the date of this Plan, the Diocese and the Committee have agreed to accept a total of $71.35 million in settlement payments from four Settling Insurers, LMI, Underwriters, Interstate, and First State, in exchange for entering into Insurance Settlement Agreements with respect to their respective Insurance Policies. To the extent the Diocese and the Committee can reach agreement on an Insurance Settlement Agreement or other settlement terms with any Non-Settling Insurers prior to confirmation of the Plan, the Plan provides that such Non-Settling Insurers may become Settling Insurers and for settlement proceeds resulting therefrom to be used to further supplement the funds available to the Trust. To the extent no settlement is achieved, the Plan provides for the assignment of all Insurance Claims held by the Diocese or other Participating Parties to the Trust, and establishes a framework for post-confirmation litigation of Insurance Claims, Stipulated Judgments and other Litigation Claims seeking recovery from Non-Settling Insurers. The Committee has previously rejected a settlement offer from Non-Settling Insurer CNA in the amount of $63.5 million. The Committee, in consultation with State Court Counsel representing approximately 70% of all Abuse Claimants, has acknowledged and accepted the risk inherent in pursuing post-confirmation recovery from Non-Settling Insurers in the absence of a settlement. Under the Plan, Class 3 General Unsecured Claims are impaired. The Reorganized Diocese will pay each holder of an Allowed General Unsecured Claim, Cash in two installments each equal to 50% of the Allowed amount of such General Unsecured Claim with the first payment to occur on, or as soon as reasonably practicable after the later of (a) the Effective Date, and (b) the date on which such General Unsecured Claim becomes an Allowed General Unsecured Claim, and the second payment to occur on, or as soon as reasonably practicable after the date that is six months after the date of the first payment. The foregoing payments will be in full satisfaction, settlement, and release of, and in exchange for, such Allowed General Unsecured Claim. Notwithstanding anything to the contrary set forth above, no payments will be made to any Protected Party on account of any General Unsecured Claim and all Protected Parties will be deemed to have withdrawn any General Unsecured Claim with prejudice as of the Effective Date in consideration of the Channeling Injunction and Release provided in the Plan. The Trust shall not be responsible for payment of General Unsecured Claims. Counsel to The Diocese of Rochester: Stephen A. Donato, Esq. Charles J. Sullivan, Esq. Grayson T. Walter, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202-1355 Telephone: (315) 218-8000 Facsimile: (315) 218-8100 E-mail: donatos@bsk.com sullivc@bsk.com walterg@bsk.com James R. Murray, Esq. James Carter, Esq. BLANK ROME LLP 1825 Eye Street NW Washington, DC 20006 Telephone: (202) 420-3409 E-mail: jim.murray@blankrome.com james.carter@blankrome.com Counsel to the Official Committee of Unsecured Creditors James I. Stang, Esq. Ilan D. Scharf, Esq. Iain A. W. Nasatir, Esq. Brittany M. Michael, Esq. PACHULSKI STANG ZIEHL & JONES, LLP 780 Third Avenue, 34th Floor New York, NY 10017-2024 Telephone: (212) 561-7700 Facsimile: (212) 561-7777 E-mail: jstang@pszjlaw.com ischarf@pszjlaw.com inasatir@pszjlaw.com bmichael@pszjlaw.com Timothy W. Burns, Esq. Jesse J. Bair, Esq. BURNS BAIR LLP 10 E. Doty St., Suite 600 Madison, WI 53703 Telephone: 608-286-2808 E-mail: tburns@burnsbair.com jbair@burnsbair.com A copy of the Second Amended Joint Chapter 11 Plan of Reorganization dated Jan. 12, 2024, is available at https://tinyurl.ph/dnCfi from Stretto, the claims agent. About The Diocese of Rochester The Diocese of Rochester in upstate New York provides support to 86 Roman catholic parishes across 12 counties in upstate New York. It also operates a middle school, Siena Catholic Academy. The diocese has 86 full-time employees and six part-time employees and provides medical and dental benefits to an additional 68 retired priests and two former priests. The diocese generated $21.88 million of gross revenue for the fiscal year ending June 30, 2019, compared with a gross revenue of $24.25 million in fiscal year 2018. The Diocese of Rochester filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave of lawsuits over alleged sexual abuse of children. In the petition, the diocese was estimated to have $50 million to $100 million in assets and at least $100 million in liabilities. Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the diocese's legal counsel and accountant, respectively. Stretto is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the diocese's Chapter 11 case. Pachulski Stang Ziehl & Jones, LLP, and Berkeley Research Group, LLC, serve as the committee's legal counsel and financial advisor, respectively. DIOCESE OF ROCKVILLE: Unsecureds Will Recover 100% of Their Claims ------------------------------------------------------------------ The Roman Catholic Diocese of Rockville Centre, New York submitted a Second Modified Disclosure Statement for the First Amended Plan of Reorganization. The best and final offer of the Diocese is in this Plan and Disclosure Statement. As a result, if there are not enough creditor votes with respect to both Class 4 (Arrowood Abuse Claims) and Class 5 (London and Ecclesia Claims) to accept the Plan under section 1126 of the Bankruptcy Code, the Bankruptcy Court will dismiss this chapter 11 case. Through their vote, claimants thus have the power to choose to either accept this Plan or dismiss the bankruptcy case. The Diocese does not want this bankruptcy case to be dismissed. The Diocese believes that dismissal of this case is not in the interest of the Diocese, the parishes, faithful parishioners and all those on Long Island that are impacted by the charitable and religious missions of the debtor. The Diocese also strongly believes that dismissal of this case will be even worse for claimants. So that claimants may make an informed choice on that issue, the Diocese wishes to make clear, in plain terms, what it proposes for resolution of this case. A summary of the Diocese's final offer, as reflected in the Plan, is below. More detailed treatment is provided in this Disclosure Statement. Term of Proposed Chapter 11 Plan * The Diocese, parishes, and affiliated parties will pay $200 million in cash to creditors, broken down as follows: * $150 million paid on the Effective Date; * $25 million on the first anniversary of the Effective Date; * $12.5 million on the second anniversary of the Effective Date; and * $12.5 million on the third anniversary of the Effective Date. * The amounts described above will be paid by, or on behalf of, the following entities: * $78.1 million from parishes * $7million from Catholic Charities * $45 million from Catholic Cemeteries * $32.9 million from the Diocese * $16 million from the Seminary * $15 million from Ecclesia (on account of its insurance policies) * $3.5 million from the Diocese of Rockville Centre Department of Education (including the two Diocesan high schools) * approximately $2.5 million fee rebate from Pachulski Stang Ziehl & Jones LLP * For amounts due after the Effective Date, (i) the Debtor and the Seminary shall be jointly and severally liable for the $16 million Seminary contribution, and (ii) the Parishes shall be jointly and severally liable for all other amounts due after the Effective Date. No collateral secures the payments and no interest shall be paid on amounts due after the Effective Date. This means such payments are subject to unsecured credit risk. * The $200 million contribution will be used to pay creditors that do not hold Abuse Claims, including: * Allowed Administrative Expense Claims (estimated to be approximately $16 million through the end of February 2024); * Allowed Priority Tax Claims (estimated to be $0); *Allowed Priority Claims (estimated to be $0); *Allowed Secured Claims (estimated to be $0); *GUC Plan Distribution, including Allowed Convenience Class Claims (estimated to be approximately $4 million); and *Cure Amounts (estimated to be $0). * The amounts ultimately paid to holders of Abuse Claims will be net of the payments described above. Such reduction will result in approximately $180 million being made available for payment to holders of Abuse Claims, which payments, less certain expenses of the Trusts, will be made to holders of such claims first via the Minimum Consideration Payments and second via the Trusts for ultimate distribution to holders of Abuse Claims. Approximately $9.9 million of the $180 million will be segregated for the benefit of Future Abuse Claims. All amounts listed herein are estimates and are subject to change or material revision. * The non-debtor released parties are limited to the following entities: *Parishes, including Parish schools and regional schools; *Diocese of Rockville Centre Department of Education (including the two Diocesan high schools); *Catholic Charities of Long Island; *Catholic Youth Organization; *Catholic Cemeteries (and the related permanent maintenance trust); *The Seminary of the Immaculate Conception; and *Ecclesia Assurance Company, the Diocese's wholly-owned captive insurance company. * The Debtor and the non-debtor released parties will also contribute their substantial third-party insurance assets to a settlement trust for the benefit of creditors. * Upon consummation of the plan, the Diocese would immediately pay each eligible claimant with a lawsuit against a non-debtor contributor a minimum consideration of $100,000, and each eligible claimant without such a lawsuit a minimum consideration of $50,000. * The balance of the distribution would be paid to a settlement trust and allocated to creditors based on trust distribution protocols. As noted, if the offer outlined is rejected by sexual abuse claimants in accordance with the Bankruptcy Code, the chapter 11 case will be dismissed. Under the Plan, Class 3 General Unsecured Claims are impaired. Each Allowed General Unsecured Claim, each holder thereof will, subject to the holder's ability to elect Convenience Claim treatment on account of the Allowed General Unsecured Claim, receive such holder's Pro Rata share of the GUC Plan Distribution. Creditors will recover 100% of their claims. On the Effective Date, the Arrowood Settlement Trust and the General Settlement Trust will be established for the benefit of holders of Abuse Claims. The Arrowood Settlement Trust and the General Settlement Trust shall be administered and implemented by the Trustees as provided in the Trust Documents. Specifically, the Arrowood Settlement Trust and the General Settlement Trust shall, without limitation: (1) assume liability for all Abuse Claims; and (2) hold and administer the Trust Assets of the Arrowood Settlement Trust and the General Settlement Trust, liquidate the Abuse Claims, and make Trust Distributions to holders of Abuse Claims from the Trust Assets of the Arrowood Settlement Trust and the General Settlement Trust. On the Effective Date and thereafter, the Trust Assets shall be allocated between the Arrowood Settlement Trust and General Settlement Trust. Each of the Arrowood Settlement Trust and the General Settlement Trust shall have a Settling Claim Subfund and a Litigating Abuse Claim Subfund. The Arrowood Settlement Trust and the General Settlement Trust shall, as applicable, administer, process, settle, resolve, liquidate, satisfy, and make Trust Distributions from the Trust Assets of the Arrowood Settlement Trust and the General Settlement Trust on account of Abuse Claims in such a way that the holders of Abuse Claims are treated equitably and in a substantially similar manner, subject to the applicable terms of the Plan Documents and the Trust Documents. From and after the Effective Date, the Abuse Claims shall be channeled to the Arrowood Settlement Trust and the General Settlement Trust pursuant to the Channeling Injunction set forth in Article XI of the Plan and may be asserted only and exclusively against the Arrowood Settlement Trust and the General Settlement Trust. The Debtor or the Reorganized Debtor, as applicable, shall fund Plan Distributions using cash on hand and the Arrowood Settlement Trust and the General Settlement Trust shall fund distributions from Trust Assets in accordance with the Trust Documents. The deadline to vote on the Plan is February 9, 2024, at 5:00 p.m. prevailing eastern time. Counsel for the Debtor: Corinne Ball, Esq. Todd Geremia, Esq. Benjamin Rosenblum, Esq. Andrew Butler, Esq. JONES DAY 250 Vesey Street New York, NY 10281-1047 Tel: (212) 326-3939 Fax: (212) 755-7306 E-mail: cball@jonesday.com brosenblum@jonesday.com tgeremia@jonesday.com abutler@jonesday.com A copy of the Second Modified Disclosure Statement dated Jan. 12, 2024, is available at https://tinyurl.ph/xmUGi from Stretto, the claims agent. About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York, is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. To deal with sexual abuse claims, the Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as $500 million in both assets and liabilities. Judge Martin Glenn oversees the case. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Diocese's Chapter 11 case. The committee tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou Faltischek, PC as its bankruptcy counsel and special real estate counsel, respectively. Robert E. Gerber, the legal representative for future claimants of the Diocese, is represented by the law firm of Joseph Hage Aaronson, LLC. DIVERSIFIED PANELS: Hires Capstone Partners as Financial Advisor ---------------------------------------------------------------- Diversified Panels Systems, Inc. seeks approval from U.S. Bankruptcy Court for the Central District of California to employ Capstone Partners as its financial advisor and the firm's member, James Calandra, Jr., as its chief restructuring officer. The firm's services include: (a) customary chief restructuring officer duties; (b) accounting and financial diligence; (c) preparation & maintenance of cash budget; (d) compilation of financial statements; (e) Chapter 11 compliance; (f) sell-side transaction advisory services; (g) sell-side distressed M&A advisory services; and (h) insolvency advisory. The Debtor proposes to pay Mr. Calandra and Capstone a fixed fee of $350,000. In addition, the firm will seek reimbursement for expenses incurred. Mr. Calandra disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: James R. Calandra, Jr. Capstone Partners 500 N. Akard St., Ste. 2350 Dallas, TX 75201 Telephone: (603) 548-3168 Email: jcalandra@capstonepartners.com About Diversified Panels Systems Diversified Panels manufacturers expanded polystyrene (EPS) insulated metal panels, focusing specifically on cold storage and agricultural facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11112) on Nov. 22, 2023, with $12,533,166 in assets and $26,114,847 in liabilities. Richard Charles Bell, chief executive officer, chief financial officer and secretary, signed the petition. Judge Ronald A. Clifford, III oversees the case. The Debtor tapped William E. Winfield, Esq., at Nelson Comis Kettle & Kinney, LLP as legal counsel and Capstone Partners as financial advisor. James Calandra, Jr. of Capstone serves as the Debtor's chief restructuring officer. DUSOBOX CORPORATION: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Dusobox Corporation 2501 Investors Row, Suite 500 Orlando, FL 32837 Business Description: Dusobox is a designer, engineer, and manufacturer of custom corrugated display solutions and product packaging. Chapter 11 Petition Date: January 29, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-00391 Judge: Hon. Tiffany P. Geyer Debtor's Counsel: Michael A. Nardella, Esq. NARDELLA & NARDELLA, PLLC 135 W. Central Blvd Suite 300 Orlando, FL 32801 Tel: 407-966-2680 Email: mnardella@nardellalaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by John L. Kelley 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/2KFVJ2A/Dusobox_Corporation__flmbke-24-00391__0001.0.pdf?mcid=tGE4TAMA E-B DISPLAY: Court Approves Disclosure Statement ------------------------------------------------ Judge Tiiara N.A. Patton has entered an order approving the Disclosure Statement of E-B Display Company, Inc., et al. and the Official Committee of Unsecured Creditors. The hearing to consider confirmation of the Joint Plan will be held on February 20, 2024, at 11:00 a.m. (prevailing Eastern Time) in the United States Bankruptcy Court for the Northern District of Ohio, Eastern Division, located at the Ralph Regula Federal Building and U.S. Courthouse, 401 McKinley Ave SW, Canton, Ohio 44702. Feb. 13, 2024, will be and is fixed as the last day for filing and serving written objections or responses to the Debtors' request for confirmation of the Joint Plan. Feb. 15, 2024, will be and is, fixed as the last day for filing and serving briefs in support of confirmation of the Joint Plan. The deadline for the receipt of Ballots accepting or rejecting the Joint Plan will be, and is, fixed at 5:00 p.m. (prevailing Eastern Time), on Feb. 13, 2024. Wickens Herzer Panza is permitted to serve as the ballot agent to collect Ballots and must file a report with the Court not later than Feb. 15, 2024. About E-B Display Company E-B Display Company, Inc. develops and manufactures custom displays and fixtures for retail customers, including by carrying out all graphic design, engineering, prototyping, manufacturing, and printing necessary to create such custom displays and fixtures. E-B Display operates in two locations situated in Massillon, Ohio. The real property upon where E-B Display operates its business is owned by Rotolo Industries, Inc. and the locations are operated and managed by E-B Display. On May 12, 2023, E-B Display and three affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 23-60565). At the time of the filing, E-B Display reported as much as $10 million in both assets and liabilities. Michael S. Rotolo, president of E-B Display, signed the petition. Judge Tiiara NA Patton oversees the cases. The Debtors tapped Christopher Peer, Esq., at Wickens Herzer Panza Co. as legal counsel; Manchester RBG as financial advisor; and Signet Capital Advisors, LLC as investment banker. E-STONE USA: Wins Interim Cash Collateral Access ------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, authorized E-Stone USA Corporation and affiliates to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance. As adequate protection for the Debtors' use of cash collateral, First Bank Puerto Rico and First Southern Bank are granted a valid and properly perfected replacement lien on and security interest in (i) all property that constitutes "Collateral" and (ii) the proceeds thereof to the same extent, validity, and priority as existed as of the Petition Date. In addition, the Landlord is granted a replacement lien to the same extent, validity, and priority as existed in favor of the Landlord as of the Petition Date, subject to the Debtors' rights to challenge the Landlord's asserted liens. A final hearing on the matter is set for February 7, 2024 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=NG6DEi from PacerMonitor.com. The Debtor projects total operating expenses of $65,500 for the week beginning February 5, 2024. About E-Stone USA Corporation E-Stone USA Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20805) on December 28, 2023. In the petition signed by Ilaria Di Landro, chief financial officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Peter D. Russin oversees the case. Edward J. Peterson, Esq, at Johnson, Pope, Bokor, Ruppel & Burns, LLP, represents the Debtor as legal counsel. EBIX INC: Seeks to Hire 'Ordinary Course' Professionals ------------------------------------------------------- Ebix, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ professionals used in the ordinary course of business. The Debtors employ various attorneys, accountants, auditors, tax professionals, and other professionals in the ordinary course of their business. The "ordinary course" professionals provide services for the Debtors in a variety of matters, including specialized legal services, accounting services, and auditing and tax services. The Debtors shall be authorized to pay, without formal application to the court by any OCP, 100 percent of fees and disbursements to each of the OCPs retained, for services rendered to them. About Ebix Inc. Ebix Inc. -- https://www.ebix.com/ -- is headquartered in Atlanta, Georgia, and it supplies software and electronic commerce solutions to the insurance industry. With approximately 200 offices across 6 continents, Ebix, Inc., (NASDAQ: EBIX) endeavors to provide on-demand infrastructure exchanges to the insurance, financial services, travel and healthcare industries. Ebix Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 23-80004) on Dec. 17, 2023. In the petition filed by Amit K. Garg, as secretary and authorized signatory, Ebix listed assets and liabilities between $500 million and $1 billion. Judge Scott W. Everett oversees the case. The Debtors tapped Sidley Austin LLP as bankruptcy counsel; Alixpartners, LLP, as financial advisor; and Jefferies LLC as investment banker. Omni Agent Solutions, Inc., is the claims agent. EEA STERLING: Seeks Court Nod to Sell Two NY Condo Units -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York is set to hold a hearing on Feb. 1 on the proposed private sales of real properties owned by EEA Sterling Fund, Ltd. The company is selling two condominium units (Units 11G and 17G) located at 325 Fifth Avenue, New York, to Alex Duho Lee and Alice Haichin Hsieh. Mr. Lee made a $1.03 million offer for Unit 17G while the other buyer offered $990,000 for the other unit. Both offers are higher than the principal amounts of the disputed mortgage lien asserted by Wells Fargo Bank, National Association and U.S. Bank National Association. "[EEA] believes that both purchase prices are sufficient to pay the disputed mortgage liens and further hopes that both secured creditors will consent to the sales as the best manner in which to maximize the recovery on their respective collateral," J. Ted Donovan, Esq., the company's attorney, said. Mr. Donovan further said that it is unlikely that the company can obtain a better offer through post-petition marketing and an auction and that the company prefers to close both sales. About EEA Sterling Fund EEA Sterling Fund Ltd. owns two condominium apartments located at 325 Fifth Avenue, New York. EEA sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22781) on Oct. 23, 2023, with $2,222,000 in total assets and $1,391,267 in total liabilities. Chana Goldman, authorized representative, signed the petition. Judge Sean H. Lane oversees the case. J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP is the Debtor's legal counsel. ELLIS GEOTHERMAL: Hires John A. Knutson & Co as Accountant ---------------------------------------------------------- Ellis Geothermal, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Minnesota to employ John A. Knutson & Co, PLLP, as accountant. The firm will assist the Debtor in the preparation of business income taxes and general bookkeeping and accounting services. The firm will be paid at the rate of $205 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Teri MacNabb, CPA, a partner at John A. Knutson & Co, PLLP, Certified Public Accountants, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Teri MacNabb, CPA John A. Knutson & Co, PLLP 1781 Prior Avenue North Falcon Heights, MN 55113 Telephone: (651) 641-1099 About Ellis Geothermal, Inc. Ellis Geothermal, Inc. is a building equipment contractor in Elk River, Minn. Ellis Geothermal filed Chapter 11 petition (Bankr. D. Minn. Case No. 23-42590) on Dec. 7, 2023, with $2,514,798 in assets and $3,307,904 in liabilities. Peter Ellis, president, signed the petition. Joseph Dicker, Esq., at Joseph W Dicker, PC represents the Debtor as legal counsel. EMERGENT BIOSOLUTIONS: BlackRock Reports 18.1% Equity Stake ----------------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of December 31, 2023, BlackRock beneficially owned 9,399,197 shares of Emergent BioSolutions Inc.'s Common Stock, representing 18.1% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/589r2tmn About Emergent Biosolutions Headquartered in Gaithersburg, MD, Emergent Biosolutions Inc. is a global life sciences company focused on providing innovative preparedness and response solutions addressing accidental, deliberate and naturally occurring public health threat. The Company's solutions include a product portfolio, a product development portfolio, and a contract development and manufacturing ("CDMO") services portfolio. Tysons, Virginia-based Ernst & Young LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 1, 2023, citing that the Company does not expect to be in compliance with debt covenants in future periods without additional sources of liquidity or future amendments to its Credit Agreement, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. In its Quarterly Report for the period ended Sept. 30, 2023, Emergent said that there is $211.2 million outstanding on the Company's Revolving Credit Facility and $202.1 million on Term Loan Facility (which matures in May 2025) as of Sept. 30, 2023. The Company determined that there is substantial doubt about its ability to continue as a going concern within one year after the date that the financial statements were issued. This evaluation considered the mitigating effect of management's plans that have been implemented as of September 30, 2023. Management may evaluate the mitigating effect of its plans to determine if it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. The Company's plans include (A) amending the agreement for the Senior Secured Credit Facilities, which occurred on May 15, 2023, with the Fourth Amendment to Amended and Restated Credit Agreement, Waiver and First Amendment to Amended and Restated Collateral Agreement and (B) the execution of the capital raise requirement prescribed in the Credit Agreement Amendment. ESCHER GROUP: Court OKs Cash Collateral Access Thru March 16 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, authorized Escher Group, LLC and its affiliates to use cash collateral on a final basis in accordance with the budget, through March 16, 2024. The court said all other terms of the cash collateral order dated November 6, 2023 remain in full force and effect. As previously reported by the Troubled Company Reporter, for the year ending December 31, 2022, the Pharmacies had approximate sales of $10.6 million, mainly attributable to Medicare and Medicaid reimbursements. The operating pharmacies were originally acquired in 2018 in a complex transaction funded primarily by a loan originated under the U.S. Small Business Administration Section 7(a) loan program. Live Oak Bank was the lender having issued a loan in the original principal amount of approximately $4.8 million. After asserted defaults in the spring of 2020, and the Debtors' operations having survived through the Covid-19 Pandemic, the SBA "took back" the loan from Live Oak Bank, and assigned it to an outside, private collection agency; the collection agency then placed the LOB Loan back to the SBA, and then it was sent to the Department of Treasury Cross Servicing Program. Despite years of attempts by the undersigned counsel to negotiate a resolution to the disputes surrounding the LOB Loan (beginning with Live Oak, then the SBA, then its outside collection agency, then the DOTCSP), no workout resolution was practical, and the Debtors' recently ceased such efforts despite fruitful discussions with the U.S. Department of Treasury Cross Servicing Program, the federal government agency that collects debts for other federal agencies. Although negotiations with the DOTCSP were fruitful, because of the type and size of the LOB Loan, an out-of-court "offer and compromise" process takes between 12-18 months and ultimately requires the approval of the Department of Justice. And, notwithstanding good faith negotiations, the DOTCSP must, and will continue, to set-off all reimbursements due to the Pharmacies. In the last months leading up to the filing of the cases, the DOTCSP directed set-offs of all of the Debtors' reimbursements under any federal program, including those administered by the Maryland Medicare/Medicaid programs. The set-offs tragically preclude the Debtors from being able to operate inasmuch as the bulk of the Debtors' operating revenues is derived from these reimbursements. Accordingly, to save the Debtors and restructure their debt, to save employee jobs and to preserve the critically needed services the Pharmacies provide in the community, these bankruptcy cases had to be filed. Indeed, because so much of the Pharmacies' income is attributable to reimbursements under federal programs, and the DOTCSP must, by operation of federal law, set-off all such payments, the Pharmacies were required to seek the protection of the Court to be able to continue their operations. The Debtors' assets are subject to the perfected security interests of three entities. In the first priority position is the blanket lien and security interest of SBA/DOTCSP (as successor to Live Oak Bank) securing the LOB Loan in the original principal amount of $4.8 Million. The LOB Loan is memorialized by a series of loan documents including a: Loan Agreement, Note, Security Agreement, and several Guarantees dated December 18, 2018. The DOTCSP asserts that the current principal balance due is $4.1 million. In Second priority position and subordinate to the claims of SBA/DOTSCP is the blanket lien and security interest of McKesson Corporation pursuant to the Customer Application and Terms and Conditions dated November 30, 2018, which McKesson agreed to subordinate to LOB pursuant to an Intercreditor Agreement with LOB. In third priority position is the lien and security interest of Anda, Inc. pursuant to Credit Agreement/Applications dated February 3, 2019 for York Road. McKesson is the Debtors' main wholesaler of pharmaceutical and medical supplies. the Debtors were current with billings from McKesson. As adequate protection for the Pre-petition Lenders' interests in any cash collateral, the Pre-petition Lenders were granted a security interest of the same priority and to the same extent as their pre-petition security interests in the LOB Collateral, McKesson Collateral or Anda Collateral. A copy of the order is available https://urlcurt.com/u?l=GNe7Ps from PacerMonitor.com. About Escher Group, LLC Escher Group, LLC dba Glen Burnie is a community pharmacy offering free prescription delivery, blister packaging, and immunizations. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-17628) on October 23, 2023. In the petition signed by Andrew Michael Nye, II, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judg Nancy V. Alquist oversees the case. Richard M. Goldberg, Esq., at Shapiro Sher Guinot and Sandler, PA, represents the Debtor as legal counsel. Verity, LLC is the Debtor's financial advisor. EVANGELICAL RETIREMENT: Seeks Cash Collateral Access ---------------------------------------------------- Evangelical Retirement Homes of Greater Chicago, Incorporated d/b/a Friendship Village of Schaumburg asks the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, for authority to use cash collateral and provide adequate protection. Since the bankruptcy filing, the Debtor has utilized the following sources to fund the Chapter 11 Case: (a) cash in certain accounts held by the Debtor as of the Petition Date that were not subject to perfected liens of UMB Bank, N.A., the Bond Trustee; (b) $3 million in unsecured postpetition debtor-in possession-financing provided by the Debtor's not-for-profit sponsor, Friendship Senior Options, N.F.P.; and (c) cash collateral in the Debtor's operating account as of the Petition Date and generated during the Chapter 11 Case. The Debtor spent funds pursuant to interim and final cash collateral and DIP orders approved by the Court with the consent of all relevant parties, including the Bond Trustee. Pursuant to various bankruptcy orders, the sale of substantially all assets closed on December 28, 2023, and the Debtor is holding approximately $33.6 million in sale proceeds. The Debtor anticipates closing the sale of the "Huntley Property", which the Bond Trustee has agreed is not an "Encumbered Asset" subject to the Bond Trustee's liens, in February 2024. The closing will provide approximately $400,000 in additional unencumbered cash. Prior to the Petition Date, the Bond Trustee held a perfected first priority security interest on certain real and personal property owned by the Debtor. The Indenture and the liens granted thereunder secure two separate obligations, which are: a. Illinois Finance Authority Revenue Bonds, Series 2017 (Friendship Village of Schaumburg) in the aggregate principal amount of $122.550 million pursuant to the Bond Indenture which on April 30, 2023 had a principal balance of $115.180 million and interest due of $5.6 million, totaling $120.8 million; and b. Evangelical Retirement Homes of Greater Chicago, Incorporated Direct Note Obligation, Series 2017 (UMB Bank, National Association – Friendship Senior Options, NFP Guaranty), in the original principal amount of $13.750 million and having, on the Debtor's information and belief, as of January 31, 2023, a current principal amount due of approximately $10.115 million principal and $153,387 interest, totaling$10.268 million. The sum of the bond debt secured by the liens and security interests of the Bond Trustee is $131.1 million. The value of the Encumbered Assets is materially less than the amount of the Bond Trustee's secured claim. As adequate protection, the Debtor will grant replacement liens to the Bond Trustee on all pre- and post-petition Encumbered Assets to secure any loss that the Bond Trustee may incur as a result of the Debtor's use of cash collateral. A copy of the motion is available at https://urlcurt.com/u?l=XADSTp from PacerMonitor.com. A hearing on the matter is set for January 31, 2024 at 10 a.m. About Evangelical Retirement Homes of Greater Chicago Evangelical Retirement Homes of Greater Chicago, Incorporated sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-07541) on June 9, 2023. In the petition signed by its chief executive officer, Michael Flynn, the Debtor disclosed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Timothy A. Barnes oversees the case. The Debtor tapped Bruce C. Dopke, Esq., at Dopkelaw, LLC and Polsinelli, PC as legal counsels, and WYSE Advisors, LLC as financial advisor. The U.S. Trustee for Region 11 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Crane, Simon, Clar & Goodman. EVANGELICAL RETIREMENT: Unsecureds Get Recovery of Unsecured Trust ------------------------------------------------------------------ Evangelical Retirement Homes of Greater Chicago, incorporated d/b/a Friendship Village of Schaumburg submitted a Second Amended Disclosure Statement with respect to Debtor's Second Amended Chapter 11 Plan of Liquidation, dated Jan. 17, 2024. The Debtor is a private Illinois not-for-profit corporation that, as of the Petition Date, owned and operated a continuing care retirement community ("CCRC") in Schaumburg, Illinois. The community (the "Community"), which is the largest CCRC in Illinois, is known as Friendship Village of Schaumburg and is currently home to approximately 600 residents. Prior to the Petition Date, the Debtor experienced liquidity constraints due to several factors. In addition to depressed occupancy rates, due to the impact of COVID-19, the Debtor's revenues were insufficient to reasonably sustain the Debtor's debt. As a result, with the consent of the Bond Trustee, the Debtor attempted to accomplish a transaction outside of bankruptcy, ultimately engaging in a marketing and sale process. After months of negotiating with a potential purchaser, negotiations ceased, leaving the Debtor with no other option than to seek protection under chapter 11 of the Bankruptcy Code. On June 9, 2023, the Debtor commenced the Chapter 11 Case seeking relief under Chapter 11. On October 18, 2023, the Debtor filed its initial Chapter 11 plan and disclosure statement with respect thereto, each of which the Debtor amended on November 14, 2023. Thereafter, certain formal and informal objections to the November 14th disclosure statement were filed and the Debtor began to work with objecting parties to resolve such objections. Additionally, settlement discussions among FSO, the Debtor, and the Committee, which had been ongoing during the Chapter 11 Case, resulted in the parties reaching a resolution that provides benefits for all stakeholders, including a $1 million contribution to the Debtor's Estate, a $1.5 million contribution to the Debtor's Former Residents and continued support for the Debtor's Current Residents. The Debtor files the Plan and this Disclosure Statement to incorporate the terms of the FSO Settlement and Contribution Agreement Term Sheet and to address certain objections to the November 14th disclosure statement. The overarching goal of the Chapter 11 Case was to market the Community and procure a buyer to provide maximum recovery for creditors while allowing Residents to continue to reside in their homes without jeopardizing the quality of service and care received. As discussed below, the Debtor's sale process was successful and the Sale Closing has occurred. As a result, Residents continue to reside at the Community and the Debtor has Cash and sale proceeds available for distribution to creditors of the Debtor's estate pursuant to the terms of the Plan. The Debtor will use available Cash, including, without limitation, proceeds obtained through multiple sales of the Debtor's Assets, including the Huntley Property, to, inter alia: (i) satisfy Unclassified Claims, including a portion of the DIP Facility Claims; (ii) satisfy cure obligations, if any; (iii) repay secured creditors of the Debtor; and (iv) fund the Unsecured Creditor Trust to be formed for the benefit of Holders of Allowed Claims in Class 5A (Former Resident Claims), Class 5B (Opt Out Former Resident Claims), and Class 6 (Non-Resident General Unsecured Claims), who will receive their Pro Rata share of any Unsecured Creditor Trust recovery. Current Residents who had modified Residency Agreements assumed and assigned to the Purchaser, pursuant to the APA and Sale Order, no longer have claims against the Estate and, thus, cannot recover from the Unsecured Creditor Trust. The Plan will establish an Unsecured Creditor Trust, into which certain assets of the Debtor, including the Buyer Former Resident Contribution and certain potential causes of action, the Retained Causes of Action, will be transferred. The Unsecured Creditor Trustee, who will be identified through the Plan Supplement, will be authorized to, among other things, investigate, prosecute and liquidate the Unsecured Creditor Trust Assets in accordance with the terms and conditions of the Plan and the Unsecured Creditor Trust Agreement, which will be included in the Plan Supplement. The Plan also includes a settlement of all potential Estate and Resident claims and/or Claims against FSO and its affiliates, including the Debtor and related directors and officers, in exchange for FSO's agreement to make certain contributions described more fully below and in the FSO Settlement and Contribution Agreement Term Sheet attached hereto as Exhibit 3. In connection with the FSO Settlement and Contribution Agreement, the Plan will also establish a Former Residents Trust that will be funded by a Cash contribution of $1,500,000 contributed by FSO for the purpose of providing additional recovery to Former Residents who consent to the releases under the Plan by not electing to Opt Out of the releases set forth under the Plan. The Plan is a liquidating Chapter 11 plan based, primarily, on the sale of substantially all the Debtor's Assets to the Purchaser, free and clear of all Liens, Claims, encumbrances, or interests, as well as a separate sale of real estate to The Prime Group, Inc., or its designee ("Prime Group"). With respect to the sale to Purchaser, the transaction was the result of a sale process that was approved by the Bid Procedures Order and resulted in the Stalking Horse Bid, with a cash purchase price of approximately $33,000,000 with additional future financial and other commitments to Participating Current Residents (who consent to the modification of their Residency Agreements to be assumed and assigned to the Purchaser). As required by the Bid Procedures Order, on September 15, 2023, the Debtor provided notice of the Stalking Horse Bid that was subject to higher and better bids to be received by the Overbid Deadline of October 16, 2023. An Auction was conducted at the offices of Polsinelli PC on October 20, 2023 and such auction, which was adjourned, ultimately closed on October 25, 2023 after the Debtor announced IL CCRC LLC as the winning bidder (the "Winning Bidder"). The transaction, reflected in the form of asset purchase agreement filed on October 26, 2023, provided the Debtor and its estate with more than $35,500,000 in Cash consideration, not including $2,000,000 to bet set aside for former residents and payment of accrued paid time off obligations in the amount of approximately $626,000. on November 8, 2023, the Bankruptcy Court conducted the Sale Hearing and, following the hearing, approved the sale transaction and entered the sale order on November 22, 2023 (the "Sale Order"). Since the Sale Closing, the Estate has held all Net Sale Proceeds to be distributed as set forth in the Plan, subject to approval of the Bankruptcy Court. Additionally, the Debtor sold the Huntley Property to Prime Group for a purchase price of $450,000, as described more fully in the approved PSA and below. The net sale proceeds not subject to any secured liens will be distributed pursuant to the Plan in accordance with applicable provisions of the Bankruptcy Code. Upon the Effective Date, an Unsecured Creditor Trust will be formed, into which various Assets of the Debtor, including certain Retained Causes of Action, shall be transferred. The Unsecured Creditor Trust shall be established for the purposes of: (i) liquidating any non-Cash Unsecured Creditor Trust Assets; (ii) maximizing recovery of the Unsecured Creditor Trust Assets for the benefit of the holders of Unsecured Creditor Trust Interests; (iii) distributing the proceeds of the Unsecured Creditor Trust Assets to holders of Unsecured Creditor Trust Interests in accordance with the Plan and the Unsecured Creditor Trust agreement; (iv) prosecuting or otherwise resolving the Retained Causes of Action for the benefit of holders of Unsecured Creditor Trust Interests; and (v) winding down the Chapter 11 Case, including, without limitation (a) distributing the Buyer Former Resident Contribution to Former Residents on a Pro Rata basis in accordance with the Plan and (b) evaluating and potentially objecting to and resolving disputed claims, as provided in the Plan and the Unsecured Creditor Trust Agreement. On June 14, 2023, the Debtor filed the Bid Procedures and Sale Motion, which, among other things, sought entry of an order establishing bid procedures and approval of a marketing process for the sale of substantially all the Debtor's assets.16 On July 12, 2023, the Bankruptcy Court entered the Bid Procedures Order, approving the Debtor's bid procedures and establishing key deadlines and dates, including, without limitation: * Stalking Horse LOI Deadline: July 25, 2023; * Stalking Horse Agreement Deadline: September 11, 2023 at 4:00 p.m.; * Stalking Horse Designation Deadline: September 15, 2023 at 4:00 p.m.; * Overbid Deadline: October 16, 2023; * Auction Date: October 20, 2023; * Notice of Designated Contracts: October 25, 2023 at 4:00 p.m.; * Sale Objection Deadline: October 26, 2023 at 4:00 p.m.; * Adequate Assurance Objection Deadline: October 30, 2023 at 4:00 p.m.; and * Sale Hearing: November 1, 2023 at 11:00 a.m. In accordance with the Bid Procedures Order, the Debtor, through its professionals and advisors conducted a comprehensive post petition marketing and sale process. On September 11, 2023, the Debtor received multiple bids, each in compliance with the Bid Procedures Order. On September 15, 2023, the Debtor filed its Notice of Filing Executed Version of Stalking Horse Asset Purchase Agreement, wherein the Debtor designated IL CCRC, LLC as the stalking horse bidder (the "Stalking Horse") and provided a copy of the Stalking Horse APA. The Bond Trustee, as the only creditor with a right to object to the Debtor's designation of the Stalking Horse, did not object and the deadline to do so expired on September 20, 2023 at 4:00 p.m. October 16, 2023 at 4:00 p.m., the Debtor timely filed its proposed sale order, as required by the Bid Procedures Order. Under the terms of the Bid Procedures Order, Lapis Municipal Opportunities Fund was deemed a qualified bidder, and prior to October 20, 2023, Lapis announced its intentions to attend and participate at the auction. Accordingly, on October 20, 2023, the Debtor conducted an auction that was continued and ultimately closed on October 24, 2023. Before closing the auction, the Debtor determined that the bid of the Stalking Horse was the highest and best offer and announced that the Stalking Horse Bidder was the Winning Bidder and further designated Lapis Municipal Opportunities Fund as the Backup Bidder. On October 26, 2023, the Debtor filed the Notice of Filing Executed Winning Bidder Asset Purchase Agreement with copies of the Asset Purchase Agreement ("Winning Bid APA") and a redline reflecting changes between the Stalking Horse APA and the Winning Bid APA, each attached thereto. On Nov. 8, 2023, the Bankruptcy Court conducted the Sale Hearing and approved the Sale Transaction. On Nov. 22, 2023, the Bankruptcy Court entered the Sale Order, which, among other things, approved the Sale to the Purchaser for the Purchase Price of approximately $35.5 million. Upon the Sale Closing, the Purchaser acquired the Purchased Assets (as defined in the APA) and assumed the Assumed Liabilities (as defined in APA). The Purchased and Excluded Assets are summarized below, and to the extent of any inconsistency, the APA shall control: Under Article 2.1 of the APA, the Debtor agreed to sell and the Purchaser agreed to purchase the following assets (collectively, the "Purchased Assets"): (a) The Facility, the Premises and the improvements thereon; (b) the Books and Records; (c) the Assumed Contracts; (d) the Equipment; (e) the Inventory; (f) to the extent transferable under applicable law, the Permits; (g) all Resident Trust Funds; (h) Option Deposits and other deposits relating to the Business; (i) any and all prepaid fees and other amounts for room and service charges of Residents relating to periods on or after Closing; (j) all Intellectual Property, including, without limitation, community specific intellectual property, including domain name FriendshipVillage.org, as well as the name "Friendship Village of Schaumburg" and related logos and marketing materials; (k) subject to the Buyer's establishment of a qualified vehicle on the Closing Date to accept or otherwise hold it (or an Affiliate of Seller qualified to accept or otherwise hold it, to the extent mutually agreeable between Buyer and Seller), the Gift Annuity Account and any endowment or donor-restricted funds held by Seller (collectively, the "Endowment"), to be used solely for charitable purposes as required therein; and (l) any and all other items of tangible and intangible personal property and assets required, used or useful for the operation of the Facility or the Business. Under the Plan, Class 6 – Non-Resident General Unsecured Claims total $3,956,000. In addition to trade debt, Class 6 General Unsecured Claims will include any Rejection Claims that arise as a result of a Holder of a Current Resident Claim electing not to consent to be bound by the terms of a modified Residency Agreement and, thus, causing their Residency Agreement to be rejected. The recovery percentage will depend on any recovery by the Unsecured Creditor Trust. Holders of General Unsecured Claim will recover their Pro Rata share of any recovery of the Unsecured Creditor Trust. Class 6 is impaired. Pursuant to the Sale Order, substantially all the Assets have been sold to the Purchaser, free and clear of all Liens, Claims, Encumbrances, and Interests, with all such Liens, Claims, Encumbrances and Interests attaching automatically to the Net Sale Proceeds in the same manner, extent, validity and priority as existed on the Closing Date. Net Sale Proceeds will be distributed pursuant to the Plan. The Bond Trustee shall receive the following on account of the Bond Claims on the Effective Date, or as soon as practicable thereafter, the Net Sale Proceeds, less any amounts required to be distributed to (i) Holders certain other Allowed Claims, including Unclassified Claims. All Distributions made on account of the Bond Claims shall be paid to the Bond Trustee, and the Bond Trustee shall make further distributions to the Holders of the Bonds in accordance with the 2017 Bond Documents. Under the PSA, which was approved by the Bankruptcy Court on January 10, 2024, the Huntley Property will be sold and transferred to Prime Group, free and clear of any Liens, Claims, Encumbrances, and Interests. The Debtor estimates that the Estate will receive net sale proceeds of approximately $400,000 after payment of closing costs, fees, and satisfaction of debts, including, without limitation a commission payment to Avison Young in the amount of $27,000. A portion such net sale proceeds, totaling $50,000, will be used to fund the Unsecured Creditor Trust that will be formed for the benefit of certain unsecured creditors, and the balance of the proceeds will be distributed in accordance with the Plan and applicable provisions of the Bankruptcy Code. Upon the Effective Date, an Unsecured Creditor Trust will be formed, into which (i) the Buyer Former Resident Contribution (totaling $2,000,000) and (ii) potential Causes of Action of the Debtor, including the Retained Causes of Action, shall be transferred. Holders of Unsecured Creditor Trust Interests shall consist of Holders of Allowed Claims in Class 5A (Former Resident Claims), Class 5B (Opt Out Former Resident Claims), and Class 6 (Non-Resident General Unsecured Claims). Funding of the Unsecured Creditor Trust. On the Effective Date, Cash in the amount of $50,000 will be funded from proceeds obtained through the sale of the Huntley Property. The Cash will be used exclusively for the purpose of paying Unsecured Creditor Trust Expenses. Transfer of Unsecured Creditor Trust Assets. As of the Effective Date, pursuant to the provisions of sections 1141(b) and (c) of the Bankruptcy Code, the Debtor and the Estate shall preserve, transfer and assign all of its right, title, and interest in and to all of the Unsecured Creditor Trust Assets, which shall automatically vest in the Unsecured Creditor Trust free and clear of all Claims, Liens, encumbrances, charges, Interests, and other interests, subject only to the Allowed Claims of the Holders of Unsecured Creditor Trust Interests as set forth in the Plan and the Unsecured Creditor Trust Agreement. Counsel to the Debtor: Trinitee G. Green, Esq. POLSINELLI PC 2950 N. Harwood, Suite 2100 Dallas, TX 75201 Tel: (214) 397-0030 Fax: (214) 397-0033 E-mail: tggreen@polsinelli.com and Jeremy R. Johnson, Esq. POLSINELLI PC 600 3rd Ave., 42nd Fl. New York, NY 10016 Tel: (212) 684-0199 Fax: (212) 684-0197 E-mail: jeremy.johnson@polsinelli.com and Bruce Dopke, Esq. DOPKELAW LLC 1535 W. Schaumburg Rd., Suite 204 Schaumburg, IL 60194 Tel: (847) 524-4811 E-mail: bd@dopkelaw.com A copy of the Disclosure Statement dated Jan. 17, 2024, is available at https://tinyurl.ph/mHifN from PacerMonitor.com. About Evangelical Retirement Homes of Greater Chicago Evangelical Retirement Homes of Greater Chicago, Incorporated, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-07541) on June 9, 2023. In the petition signed by its chief executive officer, Michael Flynn, the Debtor disclosed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Timothy A. Barnes oversees the case. The Debtor tapped Bruce C. Dopke, Esq., at Dopkelaw, LLC and Polsinelli, PC as legal counsels, and WYSE Advisors, LLC as financial advisor. The U.S. Trustee for Region 11 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Crane, Simon, Clar & Goodman. EVANGELINE OPTICAL: Hires Weinstein & St. Germain as Counsel ------------------------------------------------------------ Evangeline Optical Dispensary, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District Of Louisiana to employ Weinstein & St. Germain, LLC to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Attorneys $400 Paralegals $140 In addition, the firm will seek reimbursement for expenses incurred. Tom St. Germain, Esq., an attorney at Weinstein & St. Germain, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Tom St. Germain, Esq. Weinstein & St. Germain, LLC 1103 W. University Ave Lafayette, LA 70506 Telephone: (337) 235-4001 About Evangeline Optical Dispensary Evangeline Optical Dispensary, Inc. filed Chapter 11 petition (Bankr. W.D. La. Case No. 24-50035) on Jan. 22, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Carla Joe Brackett, president, signed the petition. Judge John W. Kolwe oversees the case. Tom St. Germain, Esq., at Weinstein & St. Germain, LLC represents the Debtor as legal counsel. EYE CARE LEADERS: Feb. 1 Deadline Set for Panel Questionnaires -------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Eye Care Leaders Portfolio Holdings, LLC. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at http://tinyurl.com/3z8f46tyand return by email it to Meredyth Kippes - MeredythKippes@usdoj.gov - at the Office of the United States Trustee so that it is received no later than 12:00 p.m. Central Time, on Feb. 1, 2024. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Eye Care Eye Care Leaders Portfolio Holdings, LLC provides a suite of software specifically geared towards ophthalmology and optometry practices, practice management, surgical, revenue cycle management (RCM), MIPS reporting and more. Eye Care Leaders is a one-stop shop for eye care specialists and their patients. Eye Care Leaders and more than 30 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Tex. Lead Case No. 24-80001) on Jan. 16, 2024. In the petition filed by CEO/portfolio Sophie Turrell, Eye Care disclosed $100 million to $500 million in assets against $500 million to $1 billion in debt. Hon. Michelle V. Larson presides over the cases. Gray Reed is the Debtors' bankruptcy counsel. B. Riley Financial Inc. is the Debtors' financial advisor. FEMUR BUYER: S&P Downgrades ICR to 'CCC-', Outlook Negative ----------------------------------------------------------- S&P Global Ratings lowered our rating on medical device contract manufacturer Femur Buyer Inc. to 'CCC-' from 'CCC+' based on a higher risk of default. S&P also lowered its issue-level ratings on its first-lien debt to 'CCC-' from 'CCC+'. The negative outlook reflects the company's narrowing liquidity and high leverage, which could lead to a distressed exchange or default within the next six months. The downgrade reflects the company's narrowing liquidity because of negative cash flow generation and the upcoming reduction in its revolving credit facility commitment. Femur Buyer recorded a free operating cash flow (FOCF) deficit of about $31 million in the first nine months of 2023. S&P said, "We expect the company will incur a deficit of about $40 million to $50 million for the full year, which would mark its fifth consecutive year of generating negative cash flow. While the company has historically relied on revolver borrowings to fund cash flow deficits (including under the $70 million revolving credit facility obtained in the first-half of 2022), it has limited remaining availability under its two revolving credit facilities. Following the drawdown of $56 million under its $100 million revolving credit facility during the third quarter of 2023, Femur Buyer had $12 million of cash and $44 million of availability under the revolvers as of Sept. 30, 2023. In addition, $15 million of Femur's revolving credit facility commitment matures in March of 2024, further constraining its liquidity. Given our expectation for continued cash burn because of pressure on sales volumes from customer destocking, working capital outflows, and high interest expense, we believe the company could exhaust its liquidity before mid-2024. Therefore, we believe a payment default or distressed exchange is increasingly likely over the next six months." S&P said, "We expect the company's leverage will remain elevated, at above 12x, with limited prospects for deleveraging within the next few years. Femur Buyer's recent performance has been weaker than previously projected. The company reported about $397 million revenue during the l2-month period ended Sept. 30, 2023, tracking below our prior assumptions of low-teens percentage growth in 2023. During the third quarter in 2023, the company reported $92 million of revenue, which represented a decline of about 5% year over year. The revenue decline was driven by customer inventory destocking following a spike in ordering activity in 2022 amid elevated post-COVID demand and supply constraints. Although the recent trend of inventory destocking will be temporary as customers work through excess inventory, we expect customer destocking will likely continue pressuring Femur Buyer's topline into the first half of 2024. We estimate 2023 revenue will decline by about 2% due to the more severe impact of customer destocking in the fourth quarter. For 2024, we assume the company's revenue will return to a growth when customers resume normal ordering patterns, and the company implements additional price increases. In addition, the company's S&P Global Ratings-adjusted EBITDA margin has sustained in the mid-teens percentage range despite the recent volume slowdown due to improved productivity and normalized labor costs. Despite our expectation for modest improvement in performance this year, we continue to expect the company's limited earnings growth and negative free cash flow generation will keep its leverage elevated, at above 12x, for the foreseeable future." The negative outlook reflects the company's narrowing liquidity and high leverage, which could lead to a distressed exchange or default within the next six months. S&P said, "We could lower the rating if the company misses a contracted principal or interest payment, announces a transaction that we view as distressed, or we believe a default is a virtual certainty. "We could take a positive rating action if default scenarios were no longer a potential risk over the next six months. This could happen if the company's liquidity improves, for instance from a substantial equity injection, such that we believe the company could maintain its operations over the subsequent 12 months." FL RHW ERIE: Hires Wadsworth Garber Warner Conrardy as Counsel -------------------------------------------------------------- FL RHW Erie, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Colorado to employ Wadsworth Garber Warner Conrardy, PC to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: David Wadsworth $500 Aaron Garber $500 David Warner $425 Aaron Conrardy $425 Lindsay Riley $325 Justin Carpenter $225 Paralegals $125 The firm received a retainer in the amount of $15,000 from the Debtor. David Wadsworth, Esq., an attorney at Wadsworth Garber Warner Conrardy, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David V. Wadsworth, Esq. Wadsworth Garber Warner Conrardy, PC 2580 West Main Street, Suite 200 Littleton, CO 80120 Telephone: (303) 296-1999 Facsimile: (303) 296-7600 Email: dwadsworth@wgwc-law.com About FL RHW Erie FL RHW Erie, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Lead Case No. 24-10251) on Jan. 19, 2024, with $430,984 in assets and $2,162,897 in liabilities. Daniel Franklin, manager, signed the petition. Judge Joseph G. Rosania Jr. oversees the case. David V. Wadsworth, Esq., at Wadsworth Garber Warner Conrardy, PC serves as the Debtor's legal counsel. FLORIDIAN POOLS: Case Summary & 11 Unsecured Creditors ------------------------------------------------------ Debtor: Floridian Pools, Inc. 1420 Royal Palm Beach Blvd. Suite A Royal Palm Beach, FL 33411 Business Description: The Debtor is a swimming pool contractor based in Florida. Chapter 11 Petition Date: January 28, 2024 Court: United States Bankruptcy Court Southern District of Florida Case No.: 24-10782 Judge: Hon. Mindy A Mora Debtor's Counsel: Mark S. Roher, Esq. LAW OFFICE OF MARK S. ROHER, P.A. 1806 N. Flamingo Road Suite 300 Pembroke Pines, FL 33028 Tel: (954) 353-2200 Email: mroher@markroherlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Elajuwan Davis as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BD4V77I/Floridian_Pools_Inc__flsbke-24-10782__0001.0.pdf?mcid=tGE4TAMA FRANCISCAN FRIARS: Hires Brian P. Brosnahan as Special Counsel -------------------------------------------------------------- Franciscan Friars of California, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Brian P. Brosnahan as special counsel. The firm will be paid at the rate $450 per hour. As of the petition date, the Debtor was indebted to the Debtor in the amount of $9,720. The firm holds no retainer. Since January 1, 2019, the Debtor has paid the firm $324,915.52 in fees and costs. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Brian P. Brosnahan 101 California Street, Suite 2300 San Francisco, CA 94111 About Franciscan Friars of California, Inc. The Debtor is a tax-exempt religious organization. The Debtor was formed to provide religious, charitable, and educational acts, ministry, and service to the poor. Franciscan Friars of California, Inc. in Oakland, CA, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 23-41723) on December 31, 2023, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. David Gaa, OFM, president of the Debtor, signed the petition. Judge William J Lafferty oversees the case. BINDER & MALTER, LLP serve as the Debtor's legal counsel. FRINJ COFFEE: Seeks to Hire Michael Jay Berger as Legal Counsel --------------------------------------------------------------- FRINJ Coffee, Incorporated seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Michael Jay Berger as bankruptcy counsel. The Debtor requires legal counsel to: (a) communicate with creditors; (b) review the Debtor's Chapter 11 bankruptcy petition and all supporting schedules; (c) advise the Debtor of its legal rights and obligations in a bankruptcy proceeding; (d) work to bring the Debtor into full compliance with reporting requirements of the Office of the United States Trustee; (e) prepare status reports as required by the court; (f) respond to any motions tiled in the Debtor's bankruptcy proceeding; (g) respond to creditor inquiries; (h) review proofs of claim filed in the Debtor's bankruptcy; (i) object to inappropriate claims; (j) prepare Notices of Automatic Stay in all state court proceedings in which the Debtor is sued during the pending of its bankruptcy proceeding; and (k) if appropriate, prepare a Chapter Il Plan of Reorganization for the Debtor. The hourly rates of the firm's counsel and staff are as follows: Michael Berger $645 Sofya Davtyan $595 Robert Poteete $475 Senior Paralegal $275 Law Clerk $275 Paralegal $200 The firm received a retainer in the total amount of $25,000 plus filing fee of $1,738 from the Debtor. Michael Jay Berger, Esq., disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd., 6th Floor Beverly Hills, CA 90212 Telephone: (310) 271-6223 Facsimile: (310) 271-9805 Email: michael.berger@bankruptcypower.com About FRINJ Coffee FRINJ Coffee, Incorporated is a coffee production firm that offers coffee plant material, production consulting, post-harvest, and marketing services. The Company creates a transformative experience by connecting coffee drinkers to farmers, propelling the growth of a coffee industry in Southern California. FRINJ currently supports more than 65 farmers who are growing coffee in Santa Barbara, Ventura, and San Diego counties as well as many more property owners who are adding coffee to their crops. FRINJ Coffee filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-10044) on Jan. 16, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. John A. Ruskey III, chief executive officer, signed the petition. Judge Ronald A. Clifford III oversees the case. The Law Offices of Michael Jay Berger represents the Debtor as bankruptcy counsel. GILLIAM CONSTRUCTION: Case Summary & 15 Unsecured Creditors ----------------------------------------------------------- Debtor: Gilliam Construction, Inc. d/b/a Gilliam Construction 5470 Kietzke Lane #300 Reno, NV 89511 Business Description: The Debtor offers new construction and remodeling services in Reno, Nevada. Chapter 11 Petition Date: January 29, 2024 Court: United States Bankruptcy Court District of Nevada Case No.: 24-50090 Debtor's Counsel: Kevin A. Darby, Esq. DARBY LAW PRACTICE 499 W. Plumb Lane, Suite 202 Reno, NV 89509 Tel: 775.322.1237 Fax: 775.996.7290 Email: kevin@darbylawpractice.com Total Assets: $159,251 Total Liabilities: $1,142,700 The petition was signed by Jeremiah Gilliam a president. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/F73RP3I/GILLIAM_CONSTRUCTION_INC__nvbke-24-50090__0001.0.pdf?mcid=tGE4TAMA GOL LINHAS: Bankruptcy Court Approves "First Day" Motions --------------------------------------------------------- GOL Linhas Aereas Inteligentes S.A. ("GOL" or "Company") (B3: GOLL4), a leading domestic airline in Brazil, on Jan. 29 disclosed that it has received key approvals from the United States Bankruptcy Court for the Southern District of New York (the "U.S. Court") in the Company's legal financial restructuring initiated on January 25, 2024. The approvals granted by the U.S. Court at the "First Day" hearing ensure that GOL will continue operating in the normal course during the process, as previously communicated. As expected, the U.S. Court approved interim access to the US$950 million in debtor-in-possession ("DIP") financing that was committed by members of the Ad Hoc Group of Abra Bondholders, as well as certain other Abra bondholders. The Company intends to seek final approval of the financing at a hearing in the coming weeks. In the meantime, GOL will have immediate access to part of the new liquidity. With this approval, GOL will honor commitments to business partners and suppliers of goods and services provided on or after the filing date of January 25, 2024, and will continue paying employee salaries, wages and benefits. With access to the new financing, the Company will continue to provide safe and reliable air travel service at a low cost, providing the best travel experience to Customers. Customers can continue to arrange travel and fly in the same manner they always have, including the use of tickets and vouchers, and the accrual, purchase and use of miles earned through Smiles. GOL's codeshare and interline agreements remain available to Customers. "We are pleased by this successful start to our legal financial restructuring. Obtaining the U.S. Court's authorization to access new financing will enable GOL to continue operating in the normal course, as we anticipated," said Celso Ferrer, Chief Executive Officer. "GOL's purpose is 'Being the First for All', and we initiated this process not only for the benefit of our Company and our Employees, but to make us an even stronger airline for our Customers, suppliers and all our partners. Moving forward with the support of our lenders, we are confident that we will continue to advance our long-term strategies, including improving affordability, the travel experience and Customer choice. We thank our talented team and dedicated partners, suppliers and passengers for their continued support." Information on Chapter 11 The U.S. Chapter 11 process is a well-established and flexible legal framework for restructuring businesses with operations in multiple jurisdictions. The legal process allows for companies to strengthen their financial position while continuing to operate as usual, subject to supervision and approval by the U.S. court system. The Chapter 11 process has been used successfully by many international airlines, including Aeroméxico, American Airlines, Avianca Colombia, Delta Air Lines, LATAM Airlines, and United Airlines. Scandinavian Airlines is currently also reorganizing under Chapter 11. GOL is confident that this process is in the best interests of its stakeholders, including employees and customers, who will continue to benefit from the Company's affordable, safe and reliable flights as well as its best-in-class service. Additional Information Additional information regarding the Company's court-supervised process is available at www.GolFirstForAll.com. Court filings and other information related to the proceedings are available on a separate website administrated by the Company's claims agent, Kroll Restructuring Administration LLC ("Kroll"), at https://cases.ra.kroll.com/GOL, or by calling Kroll at 844.553.2247 (U.S./Canada) (toll free) or +1.646.777.2315 (International). About Gol GOLL4.SA GOL Linhas Aereas Inteligentes S.A. provides scheduled and non-scheduled air transportation services for passengers and cargo; and maintenance services for aircrafts and components in Brazil and internationally. The company offers Smiles, a frequent-flyer programs to approximately 20.5 million members, allowing clients to accumulate and redeem miles. It operates a fleet of 146 Boeing 737 aircraft with 674 daily flights. The company was founded in 2000 and is headquartered in Sao Paulo, Brazil. GOL Linhas Aereas Inteligentes S.A. and its affiliates and its subsidiaries voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024. GOL Linhas estimated $1 billion to $10 billion in assets as of the bankruptcy filing. The Debtors tapped MILBANK LLP as counsel, SEABURY SECURITIES LLC as restructuring advisor, financial advisor and investment banker, ALIXPARTNERS, LLP, as financial advisor, and HUGHES HUBBARD & REED LLP as aviation related counsel. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. GOL LINHAS: NYSE to Commence Delisting Process of ADSs ------------------------------------------------------ The New York Stock Exchange LLC on Jan. 26, 2024, disclosed that the staff of NYSE Regulation has determined to commence proceedings to delist the American Depositary Shares ("ADSs"), each representing two Preferred Shares of Gol Linhas Aéreas Inteligentes S.A. (the "Company") -- ticker symbol GOL -- from the NYSE. Trading in the Company's ADSs will be suspended immediately. NYSE Regulation reached its decision that the Company is no longer suitable for listing pursuant to Listed Company Manual Section 802.01D after the Company's January 25, 2024 disclosure on Form 6-K filed with the Securities and Exchange Commission that the Company and its subsidiaries have voluntarily filed for Chapter 11 in the United States Bankruptcy Court for the Southern District of New York. In reaching its delisting determination, NYSE Regulation noted the uncertainty as to the ultimate effect of this process on the value of the Company's ADSs. The Company has a right to a review of this determination by a Committee of the Board of Directors of the Exchange. The NYSE will apply to the Securities and Exchange Commission to delist the Company's ADSs upon completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation staff's decision. About Gol GOLL4.SA GOL Linhas Aereas Inteligentes S.A. provides scheduled and non-scheduled air transportation services for passengers and cargo; and maintenance services for aircrafts and components in Brazil and internationally. The company offers Smiles, a frequent-flyer programs to approximately 20.5 million members, allowing clients to accumulate and redeem miles. It operates a fleet of 146 Boeing 737 aircrafts with 674 daily flights. The company was founded in 2000 and is headquartered in São Paulo, Brazil. GOL Linhas Aereas Inteligentes S.A. and its affiliates and its subsidiaries voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024. GOL Linhas estimated $1 billion to $10 billion in assets as of the bankruptcy filing. The Debtors tapped MILBANK LLP as counsel, SEABURY SECURITIES LLC as investment banker, ALIXPARTNERS, LLP, as financial advisor, and HUGHES HUBBARD & REED LLP as aviation related counsel. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. GOL LINHAS: S&P Downgrades ICR to 'D' on Chapter 11 Filing ---------------------------------------------------------- S&P Global Ratings lowered its global and national scale issuer credit ratings to 'D' from 'CCC-' and 'brCCC-', respectively, on Brazil-based airline Gol Linhas Aereas Inteligentes S.A. S&P also lowered its issue-level ratings on the company's senior unsecured notes to 'D' from 'CC' and withdrew the '5' recovery rating. This happened after Gol Linhas Aereas Inteligentes S.A. (Gol) announced in December 2023 it had hired financial advisors to help strengthen its capital structure. Despite improved operational performance during 2023, the company still faces a heavy debt burden, while high lease payments, capital expenditure, sequential delays on delivery of new MAX aircraft from its manufacturer, and working capital outflows will continue pressuring cash flow. Together with the filing, the company announced that it had secured financial support from the ad-hoc group of Abra Group (Gol's holding company) bondholders as well as other Abra bondholders, who have committed $950 million in debtor-in-possession financing. GOLD STAR: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------- Gold Star Transportation Services, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for authority to use cash collateral nunc pro tunc to January 15, 2024 and provide adequate protection. The Debtor requires the use of cash collateral to fund ordinary business operations and expenses as outlined in the budget Debtor filed on January 18, 2024. The Debtor's ordinary course monthly expenses, including payroll appear to be approximately $27,800 per month, which includes the Subchapter V trustee's monthly payment of $1,000. The Debtor filed the instant case because it has fallen behind on certain payments to secured creditors due to the pandemic, and its after-effects on the bus transportation business. Subject to defenses, counterclaims and offsets, if any, the following creditors may assert claims secured by a lien against property of the estate, including cash collateral. In 2020, the Debtor received EIDL from the SBA in the amount of $51,000. On June 17, 2020, the SBA recorded a UCC-1 Statement under Document Number 202002331683. This amount may be subject to forgiveness. Out of an abundance of caution, the Debtor has filed the motion because of the potential lien held by the SBA. As of the Petition Date, the Debtor had cash collateral consisting of cash and accounts receivable. The Debtor's average expected post-petition monthly revenue is approximately $ $30,301. The Secured Creditor, and any other creditor that may have an interest in cash collateral, will be adequately protected, as follows: (i) the reporting requirements; (ii) lien on cash collateral after the Petition Date to the same extent and with the same validity and priority as the lien held by Secured Creditors prior to the Petition Date; (iii) maintenance of the Debtor's business; and (iv) increased value of the Debtor's business as a result of reorganization. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=xNIQAK from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $27,800 for January 2024; $27,800 for February 2024; $27,800 for March 2024; $27,800 for April 2024; $27,800 for May 2024; and $27,800 for June 2024. About Gold Star Transportation Services, LLC Gold Star Transportation Services, LLC provides charter bus services in Kissimmee, Florida, to local attractions. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:24-bk-00177-GER) on January 15, 2024. In the petition signed by Luis A. Primiciero, managing member, the Debtor disclosed up to $50,000 in assets and up to $100,000 in liabilities. Melissa Youngman, Esq., at Winter Park Estate Plans & Reorgs, represents the Debtor as legal counsel. GRS RESTAURANT: Court OKs Deal on Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, San Francisco Division, authorized GRS Restaurant Group, Inc. to use cash collateral on a final basis in accordance with the budget and its agreement with Comerica Bank, through February 29, 2024. As previously reported by the Troubled Company Reporter, on December 29, 2014, Comerica filed a UCC Financing Statement with the California Secretary of State as File No. 15-7443154630 identifying as collateral all personal property of the Debtor including but not limited to all identified tangibles as well as general intangibles. The parties agreed that GRS may use cash collateral to pay its normal and ordinary operating expenses pursuant to the budget, subject to the terms and conditions of the Stipulation and the Prior Cash Collateral Stipulations, including the prior Court-approved grants of Adequate Protection by GRS to Comerica. A copy of the court's order is available at https://urlcurt.com/u?l=wREi5J from PacerMonitor.com. About GRS Restaurant GRS Restaurant Group, Inc., doing business as Stacks, operates in the restaurant industry. It is based in Burlingame, Calif. The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-30430) on June 30, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Gina Klump, Esq., at the Law Office of Gina R. Klump, has been appointed as Subchapter V trustee. Judge Hannah L. Blumenstiel oversees the case. Matthew D. Metzger, Esq., at Belvedere Legal, PC represents the Debtor as counsel. GUZZINO LEASING: Hires Steffes Firm LLC as Legal Counsel -------------------------------------------------------- Guzzino Leasing and Rental, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ The Steffes Firm, LLC as counsel. The Steffes Firm, LLC as legal counsel in its Chapter 11 case. Steffes Firm received a retainer in the total amount of $10,000. As disclosed in court filings, The Steffes Firm does not hold interests adverse to the Debtor's estate and is a disinterested person, qualified to represent the Debtor under Section 327(a) of the Bankruptcy Code. The firm can be reached through: Arthur A. Vingiello, Esq. THE STEFFES FIRM, LLC 13702 Coursey Blvd., Building 3 Baton Rouge, LA 70817 Tel: (225) 751-1751 Email: avingiello@steffeslaw.com About Guzzino Leasing and Rental, Inc. Guzzino Leasing doing business as UTEC manufactures automotive parts. The Company offers truck and trailer cranes, dump bodies, sweepers, elevators, liftgates, lights, pumps, motors, winches, and parts, as well as provides tank and cylinder repairs services. Guzzino Leasing and Rental, Inc. d/b/a Utility Truck and Equipment Company in Lake Charles, LA, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. La. Case No. 24-20019) on January 10, 2024, listing $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Phillip Anthony Guzzino as managing member, signed the petition. Judge John W. Kolwe oversees the case. THE STEFFES FIRM, LLC serve as the Debtor's legal counsel. HAWAIIAN HOLDINGS: BlackRock Reports 9.6% Stake as of Dec. 31 ------------------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, it beneficially owned 4,961,117 shares of Hawaiian Holdings, Inc.'s Common Stock, representing 9.6% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/4ezeaejf About Hawaiian Holdings Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. provides transportation services. As of September 30, 2023, Hawaiian Holdings has $3,923,260 in total assets and $3,744,502 in total liabilities. * * * On November 15, 2023, Egan-Jones Ratings Company retained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Hawaiian Holdings. HELIX ENERGY: BlackRock Reports 17.5% Equity Stake -------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of December 31, 2023, it beneficially owned 26,338,219 shares of Helix Energy Solutions Group Inc.'s Common Stock, representing 17.5% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/mwfbf8kc About Helix Energy Helix Energy Solutions Group, Inc. is an American oil and gas services company headquartered in Houston, Texas. As of June 30, 2023, Helix Energy reported $2,423,845,000 in total assets and $891,917,000 in total liabilities. * * * Egan-Jones Ratings Company on June 23, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Helix Energy Solutions Group, Inc. HOWARD INTERVENTION: Seeks to Tap Network Accounting as Accountant ------------------------------------------------------------------ Howard Intervention Center, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Network Accounting. The Debtor requires an accountant to prepare its federal and state tax return. The accountant will be compensated for its services in an amount not to exceed $1,000. Jerla Freeman, CPA, a member of Network Accounting, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jerla Freeman, CPA Network Accounting 1990 Grant St. Gary, IN 46404 Telephone: (219) 944-8821 About Howard Intervention Center Howard Intervention Center, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-16312) on December 5, 2023, with $369,399 in assets and $1,085,759 in liabilities. Cara K. Wilson, president, signed the petition. Judge Benjamin Goldgar oversees the case. The Debtor tapped Gregory K. Stern, Esq., at Gregory K. Stern, PC as legal counsel and Jerla Freeman, CPA, at Network Accounting as accountant. HUMANIGEN INC: Court OKs Bid Rules for Sale of Assets ----------------------------------------------------- Humanigen, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to solicit bids for its assets. The company is selling substantially all of its assets to its lender, Taran Therapeutics, Inc., or another buyer with a better offer. Taran Therapeutics previously agreed to provide Humanigen with a $2 million loan to help the company get through bankruptcy. Pursuant to its sale agreement with Humanigen, Taran Therapeutics will provide a cash payment of $2 million, which payment will be reduced on a dollar-for-dollar basis by the amount chargeable to Humanigen in connection with the bankruptcy loan. Moreover, Taran Therapeutics agreed to assume certain liabilities. Taran Therapeutics will serve as the stalking horse bidder at the auction that will take place on Feb. 13, at 10:00 a.m. (prevailing Eastern Time) if Humanigen receives competing offers by the bid deadline. The deadline for other interested buyers to place their bids on the assets is on Feb. 12, at 4:00 p.m. (prevailing Eastern Time). A hearing to consider the sale of assets to the winning bidder is scheduled for Feb. 14, at 1:30 p.m. (prevailing Eastern Time). In case Taran Therapeutics is not selected as the winning bidder, the stalking horse bidder will receive expense reimbursement of $100,000. Aaron Stulman, Esq., one of the attorneys at Potter Anderson & Corroon, LLP representing Humanigen, said the sale to Taran Therapeutics or another "financial or strategic party" may restart operations and continue the development of the company's key pharmaceutical products. About Humanigen Inc. Based in Brisbane, Calif., Humanigen, Inc. (OTCQB: HGEN) -- www.humanigen.com -- is a clinical stage biopharmaceutical company, developing its portfolio of proprietary Humaneered anti-inflammatory immunology and immuno-oncology monoclonal antibodies. Formerly known as KaloBios Pharmaceuticals, Inc., Humanigen'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. Its lead product candidate, lenzilumab, and its other product candidate, ifabotuzumab ("iFab"), are Humaneered monoclonal antibodies. Humanigen filed Chapter 11 petition (Bankr. D. Del. Case No. 24-10003) on Jan. 3, 2024, with assets of $521,000 and liabilities of $44,131,000. Ronald Barliant, independent director, signed the petition. Judge Brendan Linehan Shannon oversees the case. Potter Anderson & Corroon, LLP and SC&H Group, Inc. serve as the Debtor's bankruptcy counsel and investment banker, respectively. Epiq Corporate Restructuring, LLC is the claims and noticing agent. IAMGOLD CORP: Reports Q4 2023 Production Results ------------------------------------------------ IAMGOLD Corporation announced its preliminary full year and fourth quarter 2023 production results and progress at the Cote Gold Project, located in Ontario, Canada. Highlights: * 2023 attributable gold production of 465,000 ounces which is at the top end of the annual production guidance of 410,000 to 470,000 ounces. * Essakane achieved attributable production in the fourth quarter of 108,000 ounces, bringing the full year production to 372,000 ounces, nearing the top end of the annual guidance of 380,000. * Westwood achieved production in the fourth quarter of 28,000 ounces, bringing the full year production to 93,000 ounces and beating the annual guidance of 70,000 to 90,000 ounces. * Cote Gold commissioning activities progressing well with the start-up of the primary crushing circuit ongoing. Initial production remains on track for March 2024. * IAMGOLD to report year-end financial results on February 15, 2024 after market close. "IAMGOLD finished the year with a strong quarter with both Essakane and Westwood achieving the highest production levels this year," commented Renaud Adams, President and Chief Executive Officer of IAMGOLD. "As a result, the Company finished the year with total annual attributable production of 465,000 ounces of gold, which was on the upper end of the annual production guidance target of 410,000 to 470,000 ounces of gold. We congratulate the Essakane team who achieved their targets while facing considerable challenges and the Westwood team who continues to execute on the plan to increase production, with a notable achievement of producing approximately 12,400 ounces in December." "At Cote Gold, pre-commissioning and commissioning activities are progressing well," continued Mr. Adams. "Pre-commissioning of the primary crushing circuit is ongoing with full commissioning of the first mined rock delivered to the crusher via our autonomous haul trucks planned for later this week. Next steps include commissioning of the secondary crushing circuit, followed by the grinding and wet circuits towards our target of initial production towards the end of the quarter. This stage of iterative testing and project advancement is critical in order to position the project for a successful and steady ramp up of gold production through the year. Cote Gold is expected to be the third largest gold mine in Canada with an expected mine life exceeding 18 years, repositioning IAMGOLD with a strong foundation of gold production, lower cost profile and exceptional growth opportunities in Canada." In 2023, IAMGOLD achieved attributable gold production of 465,000 ounces, at the top end of the guidance range of 410,000 to 470,000 ounces, including 136,000 ounces in the fourth quarter. Annual gold sales were 462,000 ounces on an attributable basis at an average realized gold price of $1,955 per ounce. Fourth quarter gold sales were 136,000 ounces on an attributable basis at an average realized gold price of $2,005 per ounce. IAMGOLD will release its fourth quarter and full year 2023 operating and financial results, as well as operating outlook for 2024, after market hours on Thursday, February 15, 2024. Senior management will host a conference call to discuss the operating performance and financial results on Friday, February 16, 2024. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at http://tinyurl.com/2sut27eu About IAMGOLD Corporation Headquartered in Toronto, Canada, IAMGOLD Corporation is an intermediate gold producer and developer based in Canada with operating mines in North America and West Africa. In June 2023, S&P Global Ratings revised its outlook on IAMGOLD Corp. to positive from negative and affirmed its 'CCC+' issuer credit rating. At the same time, S&P lowered its issue-level rating on the company's unsecured notes to 'CCC' from 'CCC+' and revised its recovery rating to '5' from '4'. In September 2023, Egan-Jones Ratings Company maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by IAMGOLD. ILLINOIS EXTRACTS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Illinois Extracts LLC FKA Whitefield Extraction LLC 1372 Western Road Henry, IL 61537 Business Description: The Debtor operates in the pharmaceutical and medicine manufacturing sector. Chapter 11 Petition Date: January 29, 2024 Court: United States Bankruptcy Court Central District of Illinois Case No.: 24-80044 Judge: Hon. Peter W. Henderson Debtor's Counsel: Sumner A. Bourne, Esq. RAFOOL & BOURNE, P.C. 401 Main Street, Suite 1130 Peoria, IL 61602 Tel: (309) 673-5535 Fax: (309) 673-5537 Email: notices@rafoolbourne.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jerry Read as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AQG2Z4Q/Illinois_Extracts_LLC__ilcbke-24-80044__0001.0.pdf?mcid=tGE4TAMA INNOVATIVE DESIGNS: Delays Form 10-K for Year Ended Oct. 31 ----------------------------------------------------------- Innovative Designs, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Annual Report on Form 10-K for the period ended Oct. 31, 2023. According to the Company, its auditors have not completed their work in connection with compiling the financial information that is a part of the Form 10-K. It is expected that the work will be completed within the extended filing period. The Company disclosed that revenues increased from $258,734 for the fiscal year ended Oct. 31, 2022, to approximately $347,763, for the fiscal year ended Oct. 31, 2023. About Innovative Designs Headquartered in Pittsburgh, Pennsylvania, Innovative Designs, Inc. operates in two separate business segments: cold weather clothing and a house wrap for the building construction industry. Both of its segment lines use products made from INSULTEX, which is a low-density foamed polyethylene with buoyancy, scent block, and thermal resistant properties. The Company has a license agreement directly with the owner of the INSULTEX Technology. Innovative Designs reported a net loss of $225,489 for the year ended Oct. 31, 2022, compared to a net loss of $322,732 for the year ended Oct. 31, 2021. As of Oct. 31, 2022, the Company had $1.48 million in total assets, $474,159 in total liabilities, and $1 million in total stockholders' equity. Kennett Square, PA-based RW Group, LLC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Feb. 13, 2023, citing that the Company had net losses and negative cash flows from operations for the years ended Oct. 31, 2022 and 2021 and an accumulated deficit at Oct. 31, 2022 and 2021. These factors raise substantial doubt about the Company's ability to continue as a going concern for one year from the issuance date of these financial statements. The Company had a net loss of ($255,649) and a negative cash flow of ($84,476) for the nine-month period ended July 31, 2023. In addition, the Company has an accumulated deficit of ($10,591,228). Management's plans include cash receipts through sales, sales of Company stock, and borrowings from private parties. The Company said these factors raise substantial doubt regarding the Company's ability to continue as a going concern for a period of one year from the issuance of these financial statements. INTEGRITY TIRE: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Integrity Tire LLC to use cash collateral on an interim basis, in accordance with the budget, with a 15% variance. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to fund the payment of any expenses incurred by the Debtor after the Petition Date in accordance with the Budget. The Debtor operating successfully for many years, until the COVID pandemic jeopardized its business by increased costs, labor shortage, and reduced demand. In order to meet its expenses and remain in operation during the pandemic, the Debtor took out loans from the U.S. Small Business Administration and the Delaware Small Business Division totaling over $500,000. When those loans failed to provide sufficient capital, it was forced to borrow from aggressive high-interest quick-funding merchant cash advance companies, which drew repayments directly from the Debtor's bank accounts. Eventually these merchant cash advances caused the Debtor to be unable to pay its debts and meet its ongoing expenses, leading to this bankruptcy. Shortly before the bankruptcy, the Debtor obtained a search of UCC-1 financing statements filed in the State of Delaware, learning that 9 financing statements had been recorded and not terminated. Of those 9, the Debtor has determined that the SBA's $500,000 loan, which appears to be secured by a blanket lien on all of the Debtor's assets, is in first priority position. The Debtor has not yet been in contact with the SBA. The Debtor's senior secured creditor appears to be SBA, whose original claim was $500,000 over 30 years at the interest rate of 3.5% per annum. According to SBA's UCC-1 recorded on May 21, 2020, SBA purports to hold a perfected blanket lien on all tangible and intangible personal property of the Debtor, although there is no express clause perfecting any security interest on after-acquired property. As adequate protection, the Secured Parties are granted fully perfected replacement liens on all of the Debtor's assets. The Secured Parties will be entitled to attachment of Replacement Liens on assets of the Debtor only with the same validity, priority, amount, and extent as their respective liens existing as of the Petition Date. The Replacement Liens will be subject to any liens to which any lien holder has agreed or in the future will agree will be senior to the liens of such lien holder. To the extent that unencumbered funds are not available to pay administrative expenses in full, the Replacement Liens will be subject to payment of the Carve-Out. The total of all Replacement Liens will not exceed the total value of the Collateral on the date of entry of the Order. In order to protect the interests of SBA in its Collateral, the Debtor will make regular and timely monthly payments to SBA in the amount required under its contractual loan. Such payments will be the only adequate protection payment required for SBA's and any other Secured Parties' interests in any property of the estate until further order of the Court. A final hearing on the matter is set for February 14, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=ts0MVb from PacerMonitor.com. About Integrity Tire LLC Integrity Tire LLC offers name brand tires, wheels, and tire repair services to customers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10038) on January 12, 2024. In the petition signed by Jesse Zimmerman, president, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Judge Laurie Selber Silverstein oversees the case. Adam Hiller, Esq., at Hiller Law LLC, represents the Debtor as legal counsel. INTERGALACTIC THERAPEUTICS: Court OKs Bid Rules for Sale of Assets ------------------------------------------------------------------ Intergalactic Therapeutics, Inc. received approval from the U.S. Bankruptcy Court for the District of Massachusetts to solicit bids for its assets. The assets up for sale include the company's intellectual property, which consists of a portfolio of patents and trademarks, research and clinical trial data, research materials, and software URLs and related assets. Under the court-approved bid procedures, the deadline for potential buyers to place their bids on the assets is on March 1, at 4:30 p.m. (prevailing Eastern Time). The bid must include (i) cash in the amount of $500,000; (ii) payment of the debtor-in-possession loan obligation as of the closing date; and (iii) $150,000. Moreover, it must be accompanied by a cash deposit of $100,000. An auction will be held at the sale hearing only if Intergalactic receives offers by the bid deadline. The hearing on the sale is scheduled for March 8, at 10:00 a.m. Intergalactic had earlier received an offer from IGTX Acquisition, Inc., an affiliate of the company's majority shareholder, ATP Life Science Ventures. The offer includes $500,000; the payment of cure costs associated with the assumption and assignment of certain contracts to IGTX; and the outstanding balance of the debtor-in-possession loan as of the closing of IGTX's sale agreement with Intergalactic. The sale agreement requires a closing on or before March 22. IGTX's offer will serve as the stalking horse bid at the auction. In the event it is not selected as the winning bidder, IGTX will receive a break-up fee of $50,000 and expense reimbursement of up to $50,000. IGTX had earlier agreed to provide Intergalactic with a debtor-in-possession loan of up to $750,000 to pay the company's expenses associated with the sale. About Intergalactic Therapeutics Intergalactic Therapeutics Inc. -- https://www.intergalactic-tx.com -- is a company specializing in developing non-viral gene therapies. Based in Cambridge, Mass., the company uses synthetic biology and engineered gene circuits to make covalently closed and circular DNA molecules designed to provide a potentially safer and more effective solution for patients. Intergalactic filed Chapter 11 petition (Bankr. D. Mass. Case No. 23-41067) on Dec. 19, 2023, with assets between $100,000 and $500,000 and liabilities between $10 million and $50 million. Charles Allen, president, signed the petition. Judge Elizabeth D. Katz oversees the case. The Debtor tapped Murphy & King, Professional Corporation as bankruptcy counsel; Morgan Lewis & Bockius, LLP as special patent counsel; Verdolino & Lowey, P.C. as financial advisor; and Cassel Salpeter & Co., LLC as investment banker. INTERNATIONAL FOODS: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: International Foods NW Inc. 4404 W. Fullerton Ave. Chicago, IL 60639 Chapter 11 Petition Date: January 29, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-01165 Judge: Hon. Deborah L. Thorne Debtor's Counsel: John F. Hiltz, Esq. HILTZ ZANZIG & HEILIGMAN LLC 53 West Jackson Suite 1301 Chicago, IL 60604 Email: jhiltz@hzhlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Carlos Mella-Picel as owner. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Q3M3QIQ/International_Foods_NW_Inc__ilnbke-24-01165__0001.0.pdf?mcid=tGE4TAMA INVESTWING CAPITAL: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona authorized Investwing Capital, LLC to use cash collateral on a final basis, in accordance with the budget, with a 15% variance. The Debtor requires the use of cash collateral to pay the postpetition operating expenses of the Debtor's businesses. Fund-Ex Solutions Group LLC asserts a security interest in some or all of the Debtor's funds. On April 21, 2022, the Debtors executed the Note made payable to Fund-Ex in the original principal amount of $4.826 million. Fund-Ex perfected the Prepetition Liens in SFEL's assets by filing a UCC-1 financing statement with the Arizona Secretary of State at Filing No. 2022-002-4659-5. As of the Petition Date, the Debtors, jointly and severally, owe Fund-Ex the sum of $4.7 million. As adequate protection, Fund-Ex Solutions Group LLC is granted valid and perfected security interests in the Debtor's postpetition assets of the same type and to the same extent and priority (if any) as existed prior to the Petition Date. During the Interim Period, the Debtor will maintain insurance on Fund-Ex's physical collateral. The Debtor will also provide proof of insurance to Fund-Ex upon request. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=Um1Dfu from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $345,900 for February 2024; $366,179 for March 2024; and $368,724 for April 2024. About Investwing Capital, LLC Investwing Capital, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-08998) on December 15, 2023. In the petition signed by Joshua Petrawski, chief executive officer, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Madeleine C. Wanslee oversees the case. Jason D. Curry, Esq., at Quarles & Brady LLP, represents the Debtor as legal counsel. MCA Financial Group, Ltd. is the financial advisor. J & D RESTAURANT: Hires DeConcini McDonald as Litigation Trustee ---------------------------------------------------------------- J & D Restaurant Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Jody A. Corrales of DeConcini McDonald Yetwin & Lacy, P.C. as litigation trustee. The firm will assist the Debtor in relation to potential preference claims in the Plan of Reorganization; serves as Subchapter V Trustee; and prosecute claims under sections 502 (d), 506, 509, 510, 542, 543, 544, 545, 547, 548, 549, 550, 551, 552, 552 and 724 of the Bankruptcy Code. will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jody A. Corrales DeConcini McDonald Yetwin & Lacy, P.C. 2525 E. Broadway Blvd., Suite 200 Tucson, AZ 85716 Tel: (520) 322-5000 About J & D Restaurant Group, LLC J & D Restaurant Group, LLC was formed in 2016 and operates a full service modern Mexican restaurant located at 15730 North 83rd Avenue, Suite 110, Peoria, 27 Arizona, 85382. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-05054) on July 27, 2023, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Daniel P. Collins oversees the case. Judge Daniel P. Collins oversees the case. Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C., is the Debtor's legal counsel. J & S CONCEPTS: Hires Dunham Hildebrand as Legal Counsel -------------------------------------------------------- J & S Concepts LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Dunham Hildebrand, PLLC as their legal counsel. The firm's services include: a. rendering legal advice with respect to the rights, powers and duties of the Debtors in the management of their property; b. investigating and, if necessary, instituting legal action on behalf of the Debtors to collect and recover assets of the estates of the Debtors; c. preparing all necessary pleadings, orders and reports with respect to this proceeding and to render all other necessary or proper legal services; d. assisting and counseling the Debtors in the preparation, presentation and confirmation of its disclosure statements and plans of reorganization; e. representing the Debtors as may be necessary to protect their interests; and f. performing all other legal services that may be necessary and appropriate in the general administration of the Debtors' estate. The firm will be paid at these rates: Attorneys $400 to $550 per hour Paralegals $175 to $200 per hour The firm received a retainer in the amount of $60,428. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. R. Alex Payne, Esq., a partner at Dunham Hildebrand, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Henry E. "Ned" Hildebrand IV, Esq. R. Alex Payne, Esq. Gray Waldron, Esq. DUNHAM HILDEBRAND, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Tel: (629) 777-6539 Email: alex@dhnashville.com gray@dhnashville.com ned@dhnashville.com About J & S Concepts LLC J & S Concepts, LLC and its affiliates filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 24-00066) on Jan. 9, 2024. The affiliates are Party Fowl Cool Springs LLC, Party Fowl Murfreesboro LLC, Party Fowl Destin LLC, Party Fowl Donelson LLC, and Party Fowl Hamilton Place, LLC. At the time of the filing, J & S Concepts reported as much as $50,000 in assets and $1 million to $10 million in liabilities. Denis Graham "Gray" Waldron, Esq., at Dunham Hildebrand, PLLC represents the Debtors as legal counsel. JSCO ENTERRISES: Seeks to Hire L.W. Cooper Jr. as Special Counsel ----------------------------------------------------------------- JSCo Enterprises, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ the Law Offices of L.W. Cooper Jr. as special counsel. The Debtor needs a special counsel to provide legal services in connection with the lawsuit styled BDO USA, LLP v. JSCo Enterprises, Inc. (f/k/a EverGlade Global, Inc.), et al.; Case No. 2020-CA-2600-B, pending in the Superior Court of the District of Columbia. The hourly rates of the firm's counsel and staff are as follows: Lindsey W. Cooper, Jr. $415 M. Linsay Boyce $300 Associate Attorneys $250 Other Staff $150 In addition, the firm will seek reimbursement for expenses incurred. As of the petition date, the firm was owed $17,537.50 by the Debtor. Lindsey Cooper, Jr., founding partner, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lindsey W. Cooper, Jr., Esq. Law Offices of L.W. Cooper Jr. 36 Broad Street Charleston, SC 29401 Telephone: (843) 375-6622 Facsimile: (845) 375-6623 About JSCo Enterprises JSCo Enterprises, Inc. filed its voluntary Chapter 11 petition (Bankr. E.D. Texas Case No. 23-42151) on Nov. 9, 2023, with $1 million to $10 million in both assets and liabilities. Eric Jia-Sobota, president, signed the petition. Judge Brenda T. Rhoades oversees the case. The Debtor tapped Howard Marc Spector, Esq., at Spector & Cox, PLLC as bankruptcy counsel and the Law Offices of L.W. Cooper Jr. as special counsel. KNOTTY NUFF: Hires Pagter and Perry Isaacson as Counsel ------------------------------------------------------- Knotty Nuff Wood, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Pagter and Perry Isaacson as counsel. The firm will provide these services: a. advise the Debtor regarding the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules, and the requirements of the U.S. Trustee pertaining to the administration of the Debtor's estate; b. advise and represent the Debtor concerning the rights and remedies of the Estate, including any proposed sale of its assets; c. prepare applications, answers, orders, memoranda, reports, and papers in connection with the administration of the Estate; d. protect and preserve the Estate by prosecuting and defending actions commenced by or against the Debtor; e. analyze, and prepare necessary objections to proofs of claim filed against the Estate; f. conduct examinations of witnesses, claimants, or adverse parties; g. represent the Debtor in any proceeding or hearing in the Bankruptcy Court; h. advise and represent the Debtor in the negotiation, formulation, and drafting of any plan of reorganization and disclosure statement; i. advise and represent the Debtor in connection with the investigation of potential causes of action against persons or entities, including avoidance actions, and the litigation thereof, if warranted; and j. render such other advice and services as the Debtor may require in connection with the case. The firm will be paid at these rates: R. Gibson Pagter, Jr. $650 per hour Misty Perry Isaacson $500 per hour Paralegals $60 to $100 per hour The firm received a retainer of $36,738, including the $1,738 filing fee. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Misty Perry Isaacson, Esq., a partner at Pagter and Perry Isaacson, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Misty Perry Isaacson, Esq. PAGTER AND PERRY ISAACSON 1851 E. First ST., Suite 700 Santa Ana, CA 92705 Tel: (714) 541-6072 Fax: (714) 541-6897 Email: misty@ppilawyers.com About Knotty Nuff Wood, Inc. Knotty Nuff Wood, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12759) on December 29, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Ryan Aguire, chief executive officer, signed the petition. Judge Theodor Albert oversees the case. Misty Perry Isaacson, Esq., at Pagler and Perry Isaacson represents the Debtor as legal counsel. LA MOUNT GROUP: Court OKs Cash Collateral Access on Final Basis --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Ohio, Western Division, authorized La Mount Group, LLC to use cash collateral on a final basis, in accordance with the budget. The Debtor requires the use of cash collateral to pay employee wages and other expenses necessary for the continued operation of the Debtor's business and the management and preservation of the Debtor's assets and properties. Prior to the commencement of the Case, the Debtor's senior priority lender was Newtek Small Business Finance, LLC. The Debtor's obligations to the Lender were evidenced, in part by the following: (1) promissory note dated as of July 31, 2019 in the face amount of $ 1.020 million together with all such other loan documents executed in connection therewith or relating thereto, as amended. The total indebtedness claimed to be owing to Lender, under the Senior Secured Loan Documents, as of the Petition Date is $672,760. The Debtor is directed to make monthly adequate protection payments to Lender in the amount of $ 1,500 per month beginning January 5, 2024 and by the 5th day of each proceeding month. Lender will apply each of the Debtor's payments to its Senior Secured Indebtedness. The Court finds that other lien holders are not entitled to adequate protection payments for use of cash collateral as the amount of the first lien against the Debtor's assets exceeds the value of the cash collateral and all other assets. As adequate protection, the Lender is granted a valid, binding, enforceable and perfected first priority lien and security interests, superior to the liens, security interests or other interests or rights of all other creditors of the Debtor's estate on the assets of the Debtor, in and upon (i) all of the PrePetition Collateral and all proceeds thereof, and (ii) all of the Debtor's assets acquired by the Debtor on or after the Petition Date. As adequate protection for any post-petition diminution in value of the Lender's interests in the Pre-Petition Cash Collateral, the Lender is granted a post-petition claim against the Debtor's estate. In order to secure the Adequate Protection Claim, the Lender is granted a lien and security interest in and upon (a) the Pre-Petition Collateral and all postpetition proceeds of the Pre-Petition Collateral, and (b) the Post-Petition Collateral and all proceeds thereof to the same extent, validity and priority as its pre-petition security interest. These events constitute an "Event of Default": (i) the Debtor fails to timely make the Adequate Protection Payments required by th Interim Order; (ii) the Case is either dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; (iii) the Debtor ceases operation of its business or takes any material action for the purpose of effecting such cessation without the prior written consent of the Lender; (iv) Without the consent of Lender, the Debtor increases the wages of any of its employees more than 10% above the current rate paid such employees or increases the number of employees from that which existed on the Petition Date by 1 full time or 2 part time; (v) Without the consent of Lender, the Debtor incurs any obligation or purchases any materials, inventory, supplies, or equipment outside the ordinary course of business; (vi) The Debtor fails to pay and discharge timely any and all tax obligations incurred by the Debtor after the Petition Date or fails to timely pay any other expenses incurred by the Debtor after the Petition Date; and (vii) The Debtor fails to maintain insurance on its property (both real and personal) as required by the Security Agreement and/or other credit documents entered into between the Debtor and Lender. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=tyXHak from PacerMonitor.com. The Debtor projects $157,200 in gross profit and $153,150 in total operating expenses. About La Mount Group, LLC La Mount Group, LLC is a franchisee of Culver's American restaurant. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-12409) on December 11, 2023. In the petition signed by Joshua Hankins , member, the Debtor disclosed $163,242 in assets and $1,675,066 in liabilities. Judge Beth A. Buchanan oversees the case. Eric W. Goering, Esq., at Goering & Goering, represents the Debtor as legal counsel. LAEEQ MOB: Court OKs Interim Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized LAEEQ MOB, LP to use cash collateral, on an interim basis, in accordance with the budget. The court said the Debtor may voluntarily return cash collateral to the secured lender TexasBank at any time without further Court order. The Debtor is directed to not later than 5 p.m. on February 5, 2024: 1. File complete and accurate schedules in the case. 2. File the monthly operating report for January 2024. 3. Open its debtor-in-possession bank account or reach an agreement regarding its depository with the U.S. Trustee. All funds of the Debtor will flow into and out of this account. An interim hearing on the matter is set for February 9, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=M2dp6J from PacerMonitor.com. About Laeeq MOB, LP Laeeq MOB, LP is the fee simple owner of a real property located at 509 W. Tidwell Road, Houston, Texas 77091 valued at $9 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-30005) on January 1, 2024. In the petition signed by Syed G. Mohiuddin, manager, the Debtor disclosed $9 million in assets and $6 million in liabilities. Judge Jeffrey Norman oversees the case. Samuel L. Milledge, Esq., at THE MILLEDGE LAW FIRM, PLLC, represents the Debtor as legal counsel. LION STAR: Committee Hires FTI Consulting as Financial Advisors --------------------------------------------------------------- The official committee of unsecured creditors Lion Star Nacogdoches Hospital, LLC, doing business as Nacogdoches Memorial Hospital, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ FTI Consulting, Inc. as financial advisors. The firm's services include: -- assistance in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; -- assistance in the preparation of analyses required to assess any proposed Debtor-In-Possession ("DIP") financing or use of cash collateral; -- assistance with the assessment and monitoring of the Debtor's short term cash flow, liquidity, and operating results; -- assistance with the review of the Debtor's proposed employee compensation and benefits programs; -- assistance with the review of the Debtor's potential disposition or liquidation of both core and non-core assets; -- assistance with the review of the Debtor's cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; -- assistance with the review of the Debtor's identification of potential cost savings, including overhead and operating expense reductions and efficiency improvements; -- assistance in the review and monitoring of the asset sale process, including, but not limited to an assessment of the adequacy of the marketing process, completeness of any buyer lists, review and quantifications of any bids; -- assistance with review of any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtor, plans of reorganization, and asset sales; -- assistance in the review of the claims reconciliation and estimation process; -- assistance in the review of other financial information prepared by the Debtor, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; -- attendance at meetings and assistance in discussions with the Debtor, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; -- assistance in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings; -- assistance in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; -- assistance in the prosecution of Committee responses/objections to the Debtor's motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and -- provision of such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. The firm will be paid at these rates: Senior Managing Directors $1,095 to $1,495 per hour Directors/Senior Directors/ Managing Directors $825 to $1,110 per hour Consultants/Senior Consultants $450 to $790 per hour Administrative/Paraprofessionals $185 to $370 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Clifford Zucker, a partner at FTI Consulting, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Clifford A. Zucker FTI Consulting, Inc. 1166 Avenue of the Americas, 15th Floor New York, NY 10036 Tel: (212) 247-1010 Email: cliff.zucker@fticonsulting.com About Lion Star Nacogdoches Hospital, LLC Lion Star Nacogdoches Hospital, LLC is a provider of healthcare services based in Nacogdoches, Texas. The Debtor filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-43535) on Nov. 17, 2023, with $10 million to $50 million in both assets and liabilities. Sean Fowler, chief executive officer, signed the petition. Judge Mark X. Mullin oversees the case. The Debtor tapped Jeff P. Prostok, Esq., at Forshey & Prostok, LLP as legal counsel and Curtis W. Fenley, III, Esq., at Fenley & Bate, LLP as special counsel. LION STAR: Committee Seeks to Hire Norton Rose as Counsel --------------------------------------------------------- The official committee of unsecured creditors Lion Star Nacogdoches Hospital, LLC, doing business as Nacogdoches Memorial Hospital, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Norton Rose Fulbright US LLP as counsel. The firm will provide these services: a. provide legal advice and services regarding the Bankruptcy Code, local rules, practices, and procedures, including Fifth Circuit law; b. advise the Committee with respect to its rights, duties and powers in the Debtor's Chapter 11 Case; c. assist and advise the Committee in its consultations and negotiations with the Debtor relative to the administration of the Debtor's Chapter 11 Case; d. assist the Committee in analyzing the claims of the Debtor's creditors and the Debtor's capital structure and in negotiating with holders of claims and equity interests; e. assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor and their insiders and of the operation of the Debtor's business; f. assist the Committee in its analysis of, and negotiations with, the Debtor or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing of other transactions and the terms of one or more plans of reorganization for the Debtor and accompanying disclosure statements and related plan documents; g. assist and advise the Committee as to its communications to the general creditor body regarding significant matters in the Debtor's Chapter 11 Case; h. represent the Committee at all hearings and other proceedings before this Court; i. review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety and, to the extent deemed appropriate by the Committee, support, join or object thereto; j. advise and assist the Committee with respect to any legislative, regulatory or governmental activities; k. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; l. assist the Committee in its review and analysis of all of the Debtor's various agreements; m. prepare, on behalf of the Committee, any pleadings, including, without limitation, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any matter related to the Debtor or the Debtor's Chapter 11 Case; n. investigate and analyze any claims and causes of action that are property of the Debtor's estate; and o. perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. The firm will be paid at these rates: Partners $715 to $1,700 per hour Senior Counsel $585 to $1,350 per hour Senior Associates $550 to $1,050 per hour Associates $485 to $995 per hour Paraprofessionals $165 to $510 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: a. The firm did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; b. No rate for any of the professionals included in this engagement varies based on the geographic location of the bankruptcy case; c. The firm did not represent any member of the Committee prior to its retention by the Committee; and d. The Committee has approved the firm's proposed hourly billing rates. Ryan Manns, Esq., a partner at Norton Rose Fulbright US LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ryan Manns, Esq. Kristian W. Gluck, Esq. Jason I. Blanchard, Esq. Michael C. Berthiaume, Esq. NORTON ROSE FULBRIGHT US LLP 2200 Ross Avenue, Suite 3600 Dallas, TX 75201-7932 Tel: (214) 855-8000 Fax: (214) 855-8200 Email: ryan.manns@nortonrosefulbright.com kristian.gluck@nortonrosefulbright.com jason.blanchard@nortonrosefulbright.com michael.berthiaume@nortonrosefulbright.com About Lion Star Nacogdoches Hospital, LLC Lion Star Nacogdoches Hospital, LLC is a provider of healthcare services based in Nacogdoches, Texas. The Debtor filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-43535) on Nov. 17, 2023, with $10 million to $50 million in both assets and liabilities. Sean Fowler, chief executive officer, signed the petition. Judge Mark X. Mullin oversees the case. The Debtor tapped Jeff P. Prostok, Esq., at Forshey & Prostok, LLP as legal counsel and Curtis W. Fenley, III, Esq., at Fenley & Bate, LLP as special counsel. LIVINGSTON TOWNSHIP: Selling Property to Insight Group for $2MM --------------------------------------------------------------- Livingston Township Fund One, LLC asked the U.S. Bankruptcy Court for the Southern District of Mississippi for approval to sell its real property to Insight Group, LLC. Insight Group offered $2 million for the property located at 106 Livingston Church Road, Flora, Miss. The property is being sold "free and clear" of liens, Livingston said in a motion filed in court. Bank of Montgomery, which has a deed of trust on the property, will be paid from the proceeds of the sale after payment of sale costs, taxes and other charges. The sale motion is on the court's calendar for Feb. 6. About Livingston Township Fund One Livingston Township Fund One, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-02573) on Nov. 6, 2023, with $1 million to $10 million in both assets and liabilities. Craig Geno, Esq., at the Law Offices of Craig M. Geno, PLLC serves as Subchapter V trustee. Judge Jamie A. Wilson oversees the case. The Debtor tapped The Rollins Law Firm, PLLC, Steven H. Smith, PLLC and Eileen N. Shaffer, Esq., a practicing attorney in Jackson, Miss., as legal counsels. Lisa Ellison of South Pasadena, Calif. is the Debtor's accountant. LJK WALLCOVERINGS: Hires Charles A. Higgs as Counsel ---------------------------------------------------- LJK Wallcoverings, Inc. d/b/a LJK Finishes, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ The Law Office of Charles A. Higgs as counsel. The firm will provide these services: (a) give advice to the Debtor with respect to its power and duty as Debtor-in-Possession and the continued management of its property and affairs; (b) negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with the creditors and other parties in interest; (c) prepare the necessary pleadings, motions, and other papers required for the Debtor who seeks protection from its creditors under Chapter 11 of the Bankruptcy Code; (d) appear before the Bankruptcy Court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the Court; (e) attend meetings and negotiate with representatives of creditors and other parties in interest; (f) draft the disclosure statement and Chapter 11 plan of reorganization; and (g) perform other legal services for the Debtor necessary for the preservation of the Debtor's estate and to promote the best interests of the Debtor and the Bankruptcy Estate. The firm will be paid at these rates: Charles A. Higgs, Esq. $450 per hour Melissa Wotton, Esq. $450 per hour Paraprofessionals $200 per hour The firm will be paid an initial retainer in the amount of $8,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Charles Higgs, Esq., a partner at Law Office of Charles A. Higgs, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Charles Higgs, Esq. LAW OFFICE OF CHARLES A. HIGGS 2 Depot Plaza First Floor, Office 4 Bedford Hills, NY 10507 Tel: (917) 673-3768 Email: Charles@freshstartesq.com About LJK Wallcoverings, Inc. LJK Wallcoverings, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 23-22876) on November 27, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by THE LAW OFFICE OF CHARLES A. HIGGS. LOMBARD FLATS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Lombard Flats, LLC 953 Lombard Street San Francisco, CA 94133 Business Description: Lombard Flats, LLC primarily engaged in renting or leasing commercial-type and industrial-type machinery and equipment. Chapter 11 Petition Date: January 29, 2024 Court: United States Bankruptcy Court Northern District of California Case No.: 24-30047 Judge: Hon. Hannah L Blumenstiel Debtor's Counsel: Reshma Kamath, Esq. LAW OFFICES OF RESHMA KAMATH 700 El Camino Real, #120-1084 Menlo Park CA 94025-4847 Tel: 650-257-0719 Email: reshmakamath2021@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Martin Eng, manager of Lombard Flats, LLC. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/N2M4TYA/Lombard_Flats_LLC__canbke-24-30047__0001.0.pdf?mcid=tGE4TAMA LONG ISLAND: Feb. 21 Disclosures & Confirmation Hearing Set ----------------------------------------------------------- Judge Jil Mazer-Marino has entered an order that the Disclosure Statement of Long Island City Developers Group, LLC, as amended, dated Dec. 13, 2023, is conditionally approved. That a hearing to consider final approval of the Disclosure Statement and confirmation of the Plan will be held on Mar. 6, 2024 at 11:00 a.m. before the Honorable Jil Mazer-Marino, United States Bankruptcy Judge, Eastern District of New York, 271- C Cadman Plaza East, Courtroom 3529, Brooklyn, New York 11201. That any responses or objections to final approval of the Disclosure Statement or confirmation of the Plan will be filed and served in order that they be received in hand by no later than 5:00 p.m. on Feb. 21, 2024. That Counsel for the Debtor will file a reply to any objections, memorandum of law and declarations in support of confirmation by Feb. 28, 2024. About Long Island City Developers Group Long Island City Developers Group, LLC, is a New York-based company primarily engaged in renting and leasing real estate properties. It owns a 10,000-square-foot commercial building located at 38-24 32nd St., Long Island City, N.Y. Long Island City Developers Group filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-41272) on May 10, 2021, listing as much as $10 million in both assets and liabilities. Joseph Torres, manager, signed the petition. Judge Jil Mazer-Marino oversees the case. Morrison Tenenbaum, PLLC, serves as the Debtor's legal counsel. M & T ELEVATIONS: Hires JPAR – Real Estate as Real Estate Broker ------------------------------------------------------------------ M & T Elevations LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ JPAR - Real Estate as real estate broker. The firm market and sell the Debtor's real property situated at 1105 E. Collin, Corsicana, Texas 75110. The firm will be paid a commission of 6 percent of the sales price. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Nikki N. Okpuzor JPAR - Real Estate 5045 Lorimar Dr., Suite 180 Plano, TX 75093 Telephone: (800) 683-5651 About M & T Elevations LLC M & T Elevations LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32858) on Dec. 4, 2023, with $500,001 to $1 million in both assets and liabilities. Frances Smith, Esq., at Ross, Smith & Binford, PC, serves as Subchapter V trustee. Judge Stacey G. Jernigan oversees the case. John Paul Stanford, Esq., at Quilling, Selander, Lownds, Winslett & Moser, P.C. represents the Debtor as legal counsel. MALLINCKRODT PLC: Silver Point, 2 Others Report 5.5% Equity Stake ----------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, Silver Point Capital, L.P., Edward A. Mule and Robert O'Shea reported beneficial ownership of 1,085,659 shares of common stock of Mallinckrodt plc, which represents 5.5% based on a total of 19,696,335 shares of common stock issued and outstanding as of November 14, 2023, as reported in the Company's Current Report on Form 8-K filed on November 15, 2023. A full-text copy of the Report is available at http://tinyurl.com/3466ss25 About Mallinckrodt plc Mallinckrodt (OTCMKTS: MNKTQ) -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The Company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt in mid-June 2022 successfully completed its reorganization process, emerged from Chapter 11 and completed the Irish Examinership proceedings. Mallinckrodt Plc said in a regulatory filing in early June 2023 that it was considering a second bankruptcy filing and other options after its lenders raised concerns over an upcoming $200 million payment related to opioid-related litigation. Mallinckrodt plc and certain of its affiliates again sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-11258) on Aug. 28, 2023. Mallinckrodt disclosed $5,106,900,000 in assets and $3,512,000,000 in liabilities as of June 30, 2023. Judge John T. Dorsey oversees the new cases. In the prior Chapter 11 cases, the Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray, LLP as litigation counsel; Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP, as restructuring advisor. In the new Chapter 11 cases, the Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A., as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP, as restructuring advisor. Kroll is the claims agent. MEGA SUNSET: Unsecureds to be Paid in Full in Liquidating Plan -------------------------------------------------------------- Mega Sunset, LLC, filed with the U.S. Bankruptcy Court for the Central District of California an Original Disclosure Statement describing Chapter 11 Plan dated January 25, 2024. The Debtor is a limited liability company organized and existing under the laws of the State of California. The Debtor was formed on December 10, 2013, to own and manage real property. This is a liquidating plan. In other words, the Plan provides for the sale of the estate's primary asset, that certain real property located at 1539 Sunset Boulevard, Echo Park (Los Angeles), California 90026 ("Sunset Portion") and the immediate and full satisfaction of the estate's allowed claims. The property, which is improved with a 9,680 square foot parking lot, is part of a multi-family, mixed use development site that includes the real property located at 1305 Laveta Terrace, Echo Park (Los Angeles), California 90026 ("Laveta Portion"), which is improved with a 9-unit bungalow-style multifamily complex containing 4,279 square feet and a 1,385 square foot single family house (the "Sunset Portion" and the "Laveta Portion" will collectively be referred to as the "Sunset/Laveta Development Site"). The Laveta Property Portion is owned by Reposition Laveta, LLC ("Reposition Laveta"). Mega Sunset's manager, Ted Hsu, is also the manager of Reposition Laveta. The effective date of the proposed Plan is 15 business days after entry of a final order confirming the Plan and sale of the Sunset/Laveta Development Site ("effective date"). The Plan proposes to satisfy Class 1 (Los Angeles Tax Collector) in full; to pay Class 2 (MBM Acquisitions) in full; to [ay Class 3 (Ben Moshe) in full; to pay Class 4 (General Unsecured Creditors) in full; and to enable Class 5 (Interest Holder) to retain its interest. Class 4 consists of General Unsecured Claims. The allowed claims of the General Unsecured Creditors will be paid in full on the effective date. The source of the payment will be the funds held in the DIP account(s) and/or proceeds from the sale of the Sunset Portion of the Sunset/Laveta Development Site. The allowed unsecured claims total $1,013,158.27. This Class is unimpaired. Debtor will retain all assets except for those lost or sold to fund Plan. The Plan will be funded by cash on hand; and proceeds from the sale of the Sunset Portion of the Sunset/Laveta Development Site. A full-text copy of the Original Disclosure Statement dated January 25, 2024 is available at https://urlcurt.com/u?l=XeoBPj from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Raymond H. Aver, Esq. LAW OFFICES OF RAYMOND H. AVER A PROFESSIONAL CORPORATION 10801 National Boulevard, Suite 100 Los Angeles, CA 90064 Telephone: (310) 571-3511 Email: ray@averlaw.com About Mega Sunset Mega Sunset, LLC, is the owner of the commercial real property located at 1539 West Sunset Boulevard, Los Angeles, California 90069. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-15583) on Aug. 29, 2023. In the petition signed by Ted Hsu, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Neil W. Bason oversees the case. Raymond H. Aver, Esq., at Law Offices of Raymond H. Aver, A Professional Corporation, represents the Debtor as legal counsel. MIKE JOHNSON: Unsecureds to be Paid in Full in Joint Plan --------------------------------------------------------- Mike Johnson AZ Property Investments, LLC ("MJAZPI") and Mike Johnson Enterprises ("MJE") filed with the U.S. Bankruptcy Court for the District of Arizona a Disclosure Statement in support of Joint Plan of Reorganization dated January 23, 2024. The Debtors lease living space to low income and other individuals, often with mental illness. The difference of holding single family residential versus multi-family residential properties was the original basis for the separation the companies, MJE and MJAZPI. Both Debtors' business models are the same, offer the same services to the same population and have no employees, but instead relied on the same or similar vendors in the performance of their operations. Debtors' sole owner often caused the Debtor with the most favorable financial position at that time to purchase a particular property, which was usually MJE. As a result, both Debtors own and maintain multi-family residential properties. Debtors have utilized the post-petition breathing spell to repair many of the Properties to a habitable and rentable status and have engaged in negotiations with numerous parties for the leasing of some or all of Debtors' properties. The Debtors have a joint opportunity that will provide upfront funds to rehab the Properties, allow the placement of tenants and therefore jumpstart sustainable revenues. This opportunity does not require DIP lending. The Debtors have negotiated a joint opportunity in partnership with Prism Community Care LLC (the "Prism Partnership"). In addition, to the Prism Partnership, the Debtors have negotiated a joint opportunity in partnership with Buckhorn (the "Buckhorn Partnership"). Ultimately these two partnerships when fully utilized, will result in monthly gross income to the Debtors of approximately $82,900.00. In addition to the partnerships, Debtors will continue to lease the remaining properties at market rental rates. It is estimated that Debtors will generate $40,104.57 in monthly gross income from these rentals. After paying operating expenses, Debtors anticipate generating approximately $7,180.44 in monthly net operating income from the rentals, before any payments contemplated under the Plan. In total, Debtors will generate $123,004.57 in monthly gross income and $12,150.17 in profit which will be utilized to make Plan payments to Classes 1, 2, and 4. The Debtors intended to sell 1812 North 35th Avenue Phoenix, AZ 85009. Debtors believe the property has a market value in excess of the secured claim of approximately $725,000. As of the date of this Disclosure Statement, Debtors are negotiating a term sheet for the sale of the property and will seek court approval as well as higher and better offers for the sale of the Property. Finally, the Debtors continue to pursue a partnership with the City of Phoenix similar to what it pursued with the State of Arizona. This partnership will result in rental income similar to the State's program which exceeds the current expected revenue. Class 4 consists of Allowed Unsecured Claims. The Class 4 general Unsecured Claims shall be paid on a Pro Rata basis from funds paid by the Debtors to the Distribution Agent and placed in the Allowed Claims Distribution Fund. Unsecured Claims shall not accrue interest. Debtors shall be obligated to continue payments of Excess Income into the Fund until all Class 4 claims have been paid in full. The Distribution Agent shall disburse funds to this Class quarterly and in the same fashion as to Classes 1, 2, and 3 and only after Classes 1 and 2 are paid in full. Debtor expects that Class 4 shall be paid in full on or before the fifth anniversary of the Effective Date. Class 4 is impaired and is entitled to vote on the Plan. The Plan proposes a 100% payment to Debtors' creditors. Debtors’ equity interests will not receive any Distributions under the Plan but shall remain unchanged and owned by Michael Johnson. The Debtors shall cause all income generated from operations to be deposited into an account in which Distribution Agent has access. Debtors shall pay their costs of operations and payments required under Class 3 as set forth in this Plan from the account. The Debtors shall cause Excess Income to be turned over to the Distribution Agent who shall fund the Allowed Claims Distribution Fund. In turn, the Distribution Agent will pay the Holders of Allowed Claims as further set forth in this Plan. A full-text copy of the Disclosure Statement dated January 23, 2024 is available at https://urlcurt.com/u?l=pjkMGd from PacerMonitor.com at no charge. Counsel to the Debtor: Anthony W. Austin, Esq. Heather Macre, Esq. Jason Thomas, Esq. Fennemore Craig, P.C. 2394 E. Camelback Rd., Suite 600 Phoenix, AZ 85016 Tel: (602) 916-5000 Email: aaustin@fennemorelaw.com hmacre@fennemorelaw.com jthomas@fennemorelaw.com About Mike Johnson AZ Mike Johnson AZ Property Investment, LLC, and Mike Johnson Enterprises, LLC, lease living space to low income and other individuals, often with mental illness. The Debtors filed their petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 23-02598 and 23-03234) on April 24, 2023 and May 16, 2023, respectively. The cases are jointly administered in Case No. 23-02598. James E. Cross of Cross Law Firm, P.L.C. has been appointed as Subchapter V trustee. Judge Paul Sala oversees the cases. The Debtors tapped Anthony W. Austin, Esq., at Fennemore Craig, P.C. as legal counsel and West to East Business Solutions, LLC as accountant. Edward Burr of Mac Restructuring Advisors, LLC is their chief restructuring officer (CRO). MMA TRANSMEDIC: Hires Almeida & Davila P.S.C. as Counsel -------------------------------------------------------- MMA Transmedic Ambulance Services, Corp. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Almeida & Davila, P.S.C. to serve as its bankruptcy counsel. The firm received a retainer in the amount of $7,000, against which the firm will bill $275 per hour for the services of Enrique Almeida Bernal, Esq., or by Zelma Davila Carrasquillo, Esq.; $175 per hour for associate attorneys' services; and $85 per hour for paralegal services. The firm will receive reimbursement for work-related expenses. As disclosed in court filings, Almeida & Davila is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Enrique M. Almeida, Esq. Zelma B. Davila, Esq. ALMEIDA & DAVILA, P.S.C. 268 Ponce de Leon Avenue Suite 900 San Juan, PR 00918 P.O. Box 191757 San Juan, PR 00919-1757 Tel: (787) 722-2500 Fax: (787) 777-1376 Email: enrique.almeida@almeidadavila.com zelma.davila@almeidadavila.com About MMA Transmedic Ambulance Services, Corp. MMA Transmedic Ambulance Services, Corp, filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 23-04373) on December 27, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by ALMEDIA & DAVILA, PSC. MOORE ROOFING: Taps Re/Max EK Real Estate as Realtor ---------------------------------------------------- Moore Roofing, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ Re/Max EK Real Estate as its realtor. The Debtor needs a realtor to assist in the sale of its three real estate parcels located at 812 E. 6th St, 1407 Walnut, and 516 Chestnut in Emporia, Kansas. Lacie Hamlin, a realtor at Re/Max EK Real Estate, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lacie Hamlin Re/Max EK Real Estate 1201 W. 6th Ave. Emporia, KS 66801 Telephone: (620) 342-3366 Email: emporia.remaxekrealestate.com About Moore Roofing Moore Roofing, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Kan. Case No. 23-21139) on Sept. 27, 2023, with as much as $1 million in both assets and liabilities. Judge Dale L. Somers oversees the case. Ryan A. Blay, Esq., at WM Law, PC serves as the Debtor's bankruptcy counsel. MUZIK INC: Seeks to Hire Braun International as Valuation Expert ---------------------------------------------------------------- Muzik Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Braun International as valuation expert. The firm's services include: (a) analyses and consulting services relating to the value of the Debtor's intellectual property (IP); and (b) to the extent necessary and if requested by the Debtor, evidence (in the form of declarations, oral testimony, or otherwise) in connection with the Debtor's plan confirmation proceedings, bankruptcy litigation, and/or disputes over the valuation of the IP. With respect to the valuation services, Braun will charge a fixed fee of $8,500. The Debtor will be charged at the applicable hourly rate set forth in the agreement for other services. Todd Wohl, a partner at Braun International, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Todd Wohl Braun International 438 Pacific Coast Hwy. Hermosa Beach, CA 90254 Telephone: (866) 568-6638 About Muzik Inc. Muzik Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-16304) on Sept. 27, 2023. In the petition signed by its chief executive officer, Jason Hardi, the Debtor disclosed up to $10 million in estimated assets and liabilities. Judge Vincent P. Zurzolo oversees the case. The Debtor tapped Eve H. Karasik, Esq., at Levene, Neale, Bender, Yoo & Golubchik LLP as counsel and Erceg Partners, LLC as financial advisor. MWT ND: Voluntary Chapter 11 Case Summary ----------------------------------------- Debtor: MWT ND, LP d/b/a Monarch Waste Technology 8235 Douglas Ave., Suite 720 Dallas TX 75225 Business Description: The Debtor offers waste treatment and disposal services. Chapter 11 Petition Date: January 29, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-30234 Debtor's Counsel: Frances A. Smith, Esq. ROSS, SMITH & BINDFORD, PC 700 N. Pearl St. Suite 1610 Dallas TX 75201 Tel: (214) 377-7879 Email: frances.smith@rsbfirm.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Cardenas as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZTWNR5A/MWT_ND_LP__txnbke-24-30234__0001.0.pdf?mcid=tGE4TAMA MXP OPERATING: Continued Operations to Fund Plan Payments --------------------------------------------------------- MXP Operating, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Texas a Disclosure Statement describing Chapter 11 Plan dated January 25, 2024. The primary purpose of business of the Debtor is to serve as the operator for oil and gas assets located in Seminole, Oklahoma and is responsible for the overall management and execution of drilling projects and the production of hydrocarbons. Prior to filing for Chapter 11 protection, the debtor was involved in a lawsuit with Alpha Seven Energy, a DBA of Seven Energy Investments, LLC ("ASE"), a Texas-based limited liability company formed to raise money for and promote various oil and gas investment ventures. On or about August 11, MXP filed for Chapter 11 protection under the Bankruptcy Code in order to stave off unpaid vendors and litigation matters impending MXP's ability to operate their leasehold wells. The Debtor's current business operations consist of the income derived from serving as operator on wells. The Debtor also may have various causes of action including a claim against HKMF for lose of a valuable farm out agreement and claims of unpaid invoices due the Debtor. The Debtor will continue in business. The Debtor's Plan will break the existing claims into 6 categories of Claimants. These claimants will receive cash payments over a period of time beginning on the effective date. Class 5 consists of Allowed Unsecured Claims. All Allowed claims of unsecured creditors will be paid in on a pro rata basis for the Net Operating Income on a monthly basis after payments to the Class 1 through 4 creditors have been completed. The Debtor shall make payments on a monthly basis until all Allowed Unsecured claims have been paid in full either from the Next Operating Income, the Liquidation Trust, or a combination of the two. The unsecured creditors payments will continue so long as the wells continue to produce in viable quantities and/or the Litigation Trust continues to produce recoveries. The Class 5 Claimants are impaired under this Plan. The allowed unsecured claims total $8,600,000. The current working interest holders shall retain their existing interests. Debtor anticipates the use of the cash on hand and the continued operations of the business to fund the Plan. In addition to the funds generates from operations, the Debtor will establish a Litigation Trust which will have the authority to pursue litigation matters for the benefit of all creditors. A full-text copy of the Disclosure Statement dated January 25, 2024 is available at https://urlcurt.com/u?l=TdIu3L from PacerMonitor.com at no charge. Attorneys for Debtor: Eric A. Liepins, Esq. Eric A. Liepins, PC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About MXP Operating MXP Operating, LLC, operates a company providing operating services for Oil and Gas wells in Texas and Oklahoma. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-41446) on Aug. 11, 2023. The petition was signed by Rachel T. Patman, Esq. as managing member. At the time of filing, the Debtor estimated $2,732,000 in assets and $8,603,928 in liabilities. Judge Brenda T. Rhoades oversees the case. Eric A. Liepins, Esq., at Eric A. Liepins, P.C., is the Debtor's counsel. NEW HAVEN TRUCK: Court OKs Cash Collateral Access Thru Feb 29 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Connecticut, New Haven Division, authorized New Haven Truck and Auto Body, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 20% variance, through February 29, 2024. Citizens Bank, National Association asserts an interest in the Debtor's cash collateral. As adequate protection against any post-petition diminution of the Lender's cash collateral under 11 U.S.C. Sections 361 and 363, the Lender is granted replacement or substitute liens in all post-petition assets of the Debtor and proceeds thereof, and the replacement liens will have the same validity, extent, and priority that the Lender possessed as to said liens on the Petition Date. The Lender's liens and any replacement thereof pursuant to the order, will be subject and subordinate to a carve-out of such liens for amounts payable by the Debtor for (i) fees of the United States Trustee under 28 U.S.C. Section 1930(a)(6); (ii) wages and benefits due the Debtor's employees and (iii) court approved fees of the Debtor's professionals. The Debtor and the Lender have agreed to an adequate protection payment of $3,000 per month to be made by the 26th day of each month commencing with February 26. A final hearing on the matter is set for February 28, 2024 at 10:30 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=3Ty8ql from PacerMonitor.com. The Debtor projects $41,000 in gross profit and $40,620 in total expenses. About New Haven Truck and Auto Body, Inc. New Haven Truck and Auto Body, Inc. is a complete vehicle collision and body repair shop located in East Haven, Connecticut. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Conn. Case No. 23-30298) on April 28, 023. In the petition signed by William S. Snow, Jr., president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Ann M. Nevins oversees the case. Stuart H. Caplan, Esq., at the Law Offices of Neil Crane, LLC, represents the Debtor as legal counsel. NEW TROJAN: Moody's Lowers CFR to Ca Following Chap. 11 Filing -------------------------------------------------------------- Moody's Investors Service downgraded New Trojan Parent, Inc.'s (dba "Careismatic") probability of default rating to D-PD from Caa3-PD, corporate family rating to Ca from Caa3, backed senior secured bank credit facilities which includes its backed senior secured revolving credit facility and backed senior secured first lien term loan to Ca from Caa3. At the same time, Moody's affirmed the backed senior secured second lien term loan rating of C. The outlook was changed to stable from negative. These actions reflect governance considerations associated with the company's announcement [1] that it filed for protection under Chapter 11 of the US Bankruptcy Code. The filing follows sustained deterioration in Careismatic's operating performance and cash flow. Careismatic's sales have continued to be negatively impacted by intense competition, changes in customer buying patterns and a softening of demand for medical scrubs from its pandemic driven peak. These have led to an unsustainable weakening of leverage, coverage and liquidity metrics necessitating a rationalization of the company's capital structure. The downgrade of the corporate family rating and backed senior secured first lien rating reflect the lower overall recovery. RATINGS RATIONALE On January 22, 2024, Careismatic commenced voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of New Jersey. The company has received commitments of up to $125 million of debtor-in-possession (DIP) financing from its pre-petition first lien lenders. Careismatic also entered into a Restructuring Support Agreement ("RSA") with an ad hoc group representing approximately 76% of its first lien lenders and 70% of its second lien lenders. The RSA contemplates a full equitization of the company's first lien debt and a provision of warrants for second lien debt. The Company's international entities are not a part of this filing. Subsequent to the actions, Moody's will withdraw all of its ratings for Careismatic given the company's bankruptcy filing. New Trojan Parent, Inc. is the parent company of Careismatic Brands, LLC., which designs and distributes medical and school uniform apparel and related products globally. Careismatic operates various trademarks including Cherokee and Dickies. The company is owned by the private equity firm Partners Group. The principal methodology used in these ratings was Retail and Apparel published in November 2023. NEWSOME TRUCKING: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Newsome Trucking, Inc. 2262 Highway 53 W Jasper, GA 30143 Business Description: Newsome Trucking, Inc. is a privately held trucking company serving Cherokee County, GA and Cobb County, GA and the nearby areas. The Company offers local and long haul trucking services with a guarantee of on-time delivery. It offers a wide array of different trucking services including cargo services, hauling services, grading services and more. Chapter 11 Petition Date: January 29, 2024 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 24-20109 Judge: Hon. James R. Sacca Debtor's Counsel: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. 6075 Barfield Road Suite 213 Sandy Springs, GA 30328-4402 Tel: (770) 984-2255 Email: paul.marr@marrlegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kevin R. Newsome as CEO. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6VFOVBQ/Newsome_Trucking_Inc__ganbke-24-20109__0001.0.pdf?mcid=tGE4TAMA NOVAN INC: Unsecureds Owed $9M to $27M to Recover 1%-20% in Plan ---------------------------------------------------------------- NVN Liquidation, Inc., et al., f/k/a Novan, Inc., submitted an Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation. NVN Liquidation, Inc. (f/k/a Novan, Inc.) and EPI Health, LLC, the debtors and debtors in possession in these chapter 11 cases propose the following combined Disclosure Statement and Plan for the liquidation of the Debtors' remaining assets and distribution of the proceeds of the Estates' assets to the Holders of Allowed Claims against the Debtors as set forth herein. Each Debtor is a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The Debtors filed the chapter 11 cases in order to pursue a sale of all or substantially all of their assets with the goal of maximizing the recovery for their estates and creditors. Prior to the Petition Date, the Debtors and LNHC, Inc., an affiliate of Ligand Pharmaceuticals Inc., negotiated the $15 million DIP Financing Facility (with $3 million as part of the Bridge Loan to fund the Debtors into bankruptcy with an additional $12 million to fund the Chapter 11 Cases postpetition) as well as a "stalking horse" asset purchase agreement, whereby Ligand agreed to credit bid the DIP Financing Facility in exchange for substantially all of the Debtors' assets. Using Ligand's bid (the "Stalking Horse Bid") as a floor, the Debtors and Raymond James marketed the Debtors' assets, seeking to solicit and secure the highest and best offers to maximize recoveries for the stakeholders of the Estates. Pursuant to the Bidding Procedures Order, and in addition to Ligand's Stalking Horse Bid, Mayne Pharma LLC submitted a bid for a portion of the Debtors' Commercial Assets -- Rhofade -- and the Debtors determined that such bid was a Qualified Bid as set forth in the Bidding Procedures Order. No other bids were received and Ligand declined to overbid Mayne for the Commercial Assets related to Rhofade. Thus, the result of the sale process was (a) Ligand purchasing the entirety of the R&D Assets as well as the Commercial Assets related to Sitavig for a purchase price of $12,150,000 (USD) plus the payment of any contractual cure amounts related to Sitavig and (b) Mayne purchasing the Commercial Assets related to Rhofade for a purchase price of $8,000,000 plus the plus the payment of any contractual cure amounts related to Rhofade. The Commercial Assets related to Minolira and Cloderm have not yet been sold. On September 12, 2023, the Bankruptcy Court entered the Ligand Sale Order and the Mayne Sale Order. By September 27, 2023, both sales approved by the Sale Orders had closed. In connection with the closing of the Sales, the DIP Financing Facility was paid in full. Under the Allocation Settlement provided for in Section 9.2 of this Plan, proceeds from the sale of the R&D Assets will be allocated to the NVN Recovery and proceeds from the sale of the Commercial Assets will be allocated to the EPI Recovery, after paying the DIP Financing Facility in full and certain other expenses related to the Sales. After the closing of the sale of the Commercial Assets related to Rhofade to Mayne, a creditor of the Debtor, Aclaris Therapeutics, Inc. ("Aclaris"), filed a notice of appeal of the Mayne Sale Order to the United States District Court for the District of Delaware, alleging that the Bankruptcy Court erred in entering the Mayne Sale Order permitting the sale free and clear of certain of Aclaris's alleged rights in Rhofade (the "Aclaris Appeal"). The Debtors believe that this appeal is without merit and is, among other things, entirely foreclosed by operation of section 363(m) of the Bankruptcy Code. Following the sale of substantially all of the Debtors' assets to the Purchasers, the Debtors are focused principally on winding down their business and preserving Cash held in the Estates. The Debtors' Retained Assets currently consist of proceeds of the Sales after the payment of the DIP Financing Facility and various administrative expenses, the Bay View Settlement Amount, certain accounts receivable (including the EPI AR Causes of Action to the extent any accounts receivable remain outstanding as of the Effective Date), all other Retained Causes of Action, and all assets related to Minolira and Cloderm, if not sold or abandoned by the Debtors prior to the Effective Date (and, if sold, the proceeds of such sale(s) would also be Retained Assets). This Plan provides for the Debtors' Retained Assets to be distributed to Holders of Allowed Claims in accordance with the terms of the Plan. Below are the Unsecured claims and will be treated as follows: Class 3: NVN Unsecured Claims total $9,000,000-$12, 000,000 and will recover 1%-2% of their claims. If Class 3 accepts this Plan (i.e., 66 2/3% in claim amount and majority in number), each Holder of an Allowed NVN Unsecured Claim will receive either: (A) its Pro Rata share of the NVN Recovery; or (B) such other treatment which the Debtors (with the consent of the Committee) or the Liquidating Trustee, as applicable, and the Holder of such Allowed NVN Unsecured Claim have agreed upon in writing. If Class 3 does not vote to accept the Plan, Class 3 will receive no Distribution on account of their Class 3 Claims. Class 3 is impaired. Class 4: EPI Unsecured Claims total $24,000,000-$27,000,000 and will recover 15%-20% of their claims. Each Holder of an Allowed EPI Unsecured Claim will receive either: (A) its Pro Rata share of the EPI Recovery; or (B) such other treatment which the Debtors (with the consent of the Committee) or the Liquidating Trustee, as applicable, and the Holder of such Allowed EPI Unsecured Claim have agreed upon in writing. Class 4 is impaired. On the Effective Date, the Debtors shall make any Distributions for Administrative Claims, Tax Claims, Other Secured Claims or Other Priority Claims that are Allowed on or prior to the Effective Date. On the Effective Date, the Debtors shall be dissolved, in accordance with applicable state law, without the necessity for any other or further actions to be taken by or on behalf of the Debtors or payments to be made in connection therewith. The Debtors shall transfer dominion and control over all of its books and records, in whatever form, manner or media, to the Liquidating Trust on or as soon as reasonably practicable after the Effective Date as part of any such dissolution. On the Effective Date, the Liquidating Trustee shall provide for the retention and storage of the books, records, and files that shall have been delivered to the Liquidating Trust until one year after the termination and completion of the winding down of the Liquidating Trust. The Confirmation Hearing has been scheduled for January 25, 2024 at 10:00 a.m. (prevailing Eastern Time) to consider (a) final approval of the combined Disclosure Statement and Plan as providing adequate information pursuant to section 1125 of the Bankruptcy Code and (b) confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code. Any objection to final approval of the combined Disclosure Statement and Plan must be filed and served no later than January 18, 2024 at 4:00 p.m. (prevailing Eastern Time). Counsel to the Debtors: Derek C. Abbott, Esq. Daniel B. Butz, Esq. Tamara K. Mann, Esq. Scott D. Jones, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 Market St., 16th Fl Wilmington, DE 19801 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: dabbott@morrisnichols.com dbutz@morrisnichols.com tmann@morrisnichols.com sjones@morrisnichols.com A copy of the Disclosure Statement dated Jan. 17, 2024, is available at https://tinyurl.ph/AULZH from PacerMonitor.com. About Novan, Inc. Based in Durham, N.C., Novan, Inc., (Nasdaq: NOVN), now known as NVN Liquidation, Inc., is a clinical development-stage biotechnology company focused on leveraging nitric oxide's naturally occurring anti-viral, anti-bacterial, anti-fungal and immunomodulatory mechanisms of action to treat a range of diseases with significant unmet needs. Nitric oxide plays a vital role in the natural immune system response against microbial pathogens and is a critical regulator of inflammation. Novan Inc. and affiliate, EPI Health, LLC, filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-10937) on July 17, 2023. As of March 31, 2023, Novan disclosed $79,793,000 in assets against $7,922,000 in liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as bankruptcy counsel; Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP as special counsel; Sierra Constellation Partners, LLC as financial advisor; and Raymond James and Associates as investment banker. Kurtzman Carson Consultants, LLC is the claims agent. On July 28, 2023, the U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Goodwin Procter, LLP as bankruptcy counsel; Womble Bond Dickinson (US) LLP as co-counsel; and Dundon Advisers, LLC as financial advisor. On October 16, 2023, the Bankruptcy Court approved the change of Novan Inc.'s corporate name to NVN Liquidation Inc. NUZEE INC: Receives Noncompliance Notice From Nasdaq ---------------------------------------------------- NuZee, Inc. announced that it has received a notice from the Listing Qualifications staff of The Nasdaq Stock Market notifying the Company that its stockholders' equity as reported in its Annual Report on Form 10-K for the period ended Sept. 30, 2023, did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1) for the Nasdaq Capital Market, which requires that a listed company's stockholders' equity be at least $2,500,000. In its Form 10-K, the Company reported stockholders' equity of $1,674,357, and, as a result, does not currently satisfy Nasdaq Marketplace Rule 5550(b)(1). The Notice has no immediate effect on the Company's listing on the Nasdaq Capital Market. In accordance with Nasdaq rules, the Company has 45 calendar days from the date of the notification to submit a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1). The Company intends to submit a compliance plan within 45 days of the date of the notification and will evaluate available options to resolve the deficiency and regain compliance. If the Company's compliance plan is accepted, the Company may be granted up to 180 calendar days from Jan. 23, 2024 to evidence compliance. The Company intends to regain compliance within the applicable compliance period and is preparing a compliance plan to submit to Nasdaq. About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for single serve coffee formats that partners with companies to help them develop within the single serve and private label coffee category. Nuzee reported a net loss of $8.75 million for the year ended Sept. 30, 2023, a net loss of $11.80 million for the year ended Sept. 30, 2022, a net loss of $18.55 million for the year ended Sept. 30, 2021, a net loss of $9.52 million for the year ended Sept. 30, 2020, and a net loss of $12.21 million for the year ended Sept. 30, 2019. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations that raises substantial doubt about its ability to continue as a going concern. OIL STATES: BlackRock Reports 18.6% Equity Stake ------------------------------------------------ BlackRock, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of December 31, 2023, BlackRock beneficially owns 11,897,534 shares of Oil States International, Inc.'s Common Stock, representing 18.6% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/2c2yay84 About Oil States Headquartered in Houston, Texas, Oil States International, Inc. provides specialty products and services to oil and gas drilling and production companies. As of September 30, 2023, the Company had $1.048 billion in total assets against $349.6 million in total liabilities. Egan-Jones Ratings Company on September 19, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Oil States International, Inc. ONENERGY INC: Ontario Court Approves Creditor Proposal ------------------------------------------------------ ONEnergy Inc. (NEX:OEG.H), on Jan. 26, 2024, disclosed that the Company's previously announced proposal (the "Proposal") pursuant to the Bankruptcy and Insolvency Act (Canada) (the "BIA") was approved by the Ontario Superior Court of Justice (the "Ontario Court") on January 23, 2024. The Proposal is still subject to the approval of the TSX Venture Exchange (the "Exchange"). Following the receipt of the requisite approval by the Exchange and pursuant to the Proposal, the Company plans to satisfy its unsecured outstanding liabilities in exchange for the issuance of common shares of the Company. The issuance of common shares by the Company shall be full and final satisfaction for all of the Company's unsecured claims and all unsecured claims as against the Company will be forever released. About ONEnergy Inc. ONEnergy common shares are listed on the NEX board of the TSX Venture Exchange under the symbol "OEG.H". Material information about ONEnergy can be found on SEDAR+ under the Company's issuer profile at www.sedarplus.ca. ONEnergy's corporate website may be found at www.onenergyinc.com. The Company's common shares remain halted from trading pending implementation of the Proposal. OUTFRONT MEDIA: BlackRock Holds 15.6% Equity Stake -------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of December 31, 2023, it beneficially owned 25,791,407 shares of OUTFRONT Media Inc.'s Common Stock, representing 15.6% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/3m8by4jc About OUTFRONT Media Inc. Headquartered in New York, OUTFRONT Media Inc. leases advertising space on out-of-home advertising structures and sites. In October 2023, Egan-Jones Ratings Company maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by OUTFRONT Media Inc. OVER THE HILL: Taps Broege Neumann Fischer & Shaver as Counsel -------------------------------------------------------------- Over The Hill Janitorial II, LLC, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Broege, Neumann, Fischer & Shaver, LLC as its bankruptcy counsel. The Debtor requires legal counsel to: (a) give advice as to the Debtor's duties under the Bankruptcy Code; (b) represent the Debtor at the Sec. 341(a) hearing and at any meetings; (c) assist the Debtor in obtaining the authorization of the Bankruptcy Court to retain such accountants, appraisers or other professionals whose services it may require in connection with the operation of its business or the administration of the Chapter 11 proceedings; (d) defend any motions made by secured creditors to enable the Debtor to retain the use of assets needed for an effective reorganization; (e) negotiate with priority, secured and unsecured creditors to achieve a consensual resolution of their respective claims and the incorporation of such resolution into a plan of reorganization; (f) file and prosecute motions to expunge or reduce claims which the Debtor disputes; (g) represent the Debtor in the Bankruptcy Court at such hearings as may require its presence or participation to protect its interest and the bankruptcy estate; (h) formulate, negotiate, prepare, and file a disclosure statement and plan of reorganization (or liquidation) which conforms to the requirements of the bankruptcy code and applicable rules of procedure; (i) represent the Debtor at hearings on the approval of the disclosure statement and confirmation of a plan of reorganization and respond to any objections to same filed by creditors or other parties in interest; (j) assist the Debtor in discharging its obligations in consummating any plan of reorganization which is confirmed; (k) advise the Debtor whether and to what extent any of its assets constitute cash collateral under the bankruptcy code and prosecute applications for authorization to use any such assets; and (l) provide such other varied legal advice and services as may be needed by the Debtor in the operation of its business or in connection with the Chapter 11 proceedings. The hourly rates of the firm's counsel and staff are as follows: Timothy Neumann $675 Associates $375 Paralegals $100 The firm received an initial retainer in the total amount of $10,000 plus filing fee from the Debtor. Geoffrey Neumann, Esq., an attorney at Broege, Neumann, Fischer & Shaver, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Timothy P. Neumann, Esq. Geoffrey P. Neumann, Esq. Broege, Neumann, Fischer & Shaver, LLC 25 Abe Voorhees Drive Manasquan, NJ 08736 Telephone: (732) 223-8484 Email: timothy.neumann25@gmail.com geoff.neumann@gmail.com About Over The Hill Janitorial II Over The Hill Janitorial II, LLC filed Chapter 11 petition (Bankr. D.N.J. Case No. 24-10555) on Jan. 22, 2024, with as much as $1 million in both assets and liabilities. William Salley, member, signed the petition. Broege, Neumann, Fischer & Shaver, LLC is the Debtor's legal counsel. John C. Bircher, III was appointed as the Chapter 11 trustee in the Debtor's case. The trustee tapped Davis Hartman Wright, LLP as legal counsel and Williams Overman Pierce, LLP as accountant. PHUNWARE INC: Reduces Board Size to Four Members ------------------------------------------------ Phunware, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Jan. 22, 2024, the Board of Directors of the Company resolved to fill the vacancy as result of Ryan Costello's resignation from the Board and appointed Chris Olive to serve as a Class II director. The Company said there are no arrangements or understandings between Mr. Olive and any other persons pursuant to which Mr. Olive was appointed as a director of the Company. Mr. Olive has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K. Subsequent to Mr. Olive's appointment, the Board resolved to reduce the size of the Board to a total of four directors, comprised of two Class I directors, one Class II director and one Class III director. In connection with the reduction of the size of the Board, Chris Olive resigned as a director of the Company on Jan. 22, 2024. Mr. Olive's resignation is not due to any disagreement with the Company, its management, the Board or any committee thereof, or with respect to any matter relating to the Company's operations, policies, or practices. About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- offers a fully integrated software platform that equips companies with the products, solutions, and services necessary to engage, manage, and monetize their mobile application portfolios globally at scale. Phunware reported a net loss of $50.89 million for the year ended Dec. 31, 2022, compared to a net loss of $53.52 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $27.81 million in total assets, $21.26 million in total liabilities, and $6.55 million in total stockholders' equity. Houston, Texas-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. In its Quarterly Report for the three months ended Sept. 30, 2023, Phunware reported that for the nine months ended September 30, 2023, the Company incurred a net loss of [$29,772,000] used [$15,869,000] in cash for operations and have a working capital deficiency of [$12,721,000]. These conditions, the Company said, raise substantial doubt about its ability to meet its financial obligations as they become due. PM MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- PM Management – Killeen I NC LLC 24-30240 14841 Dallas Parkway, Suite 440 Dallas TX 75254 PM Management – Killeen II NC LLC 24-30244 14841 Dallas Parkway, Suite 440 Dallas TX 75254 PM Management – Killeen III NC LLC 24-30246 14841 Dallas Parkway, Suite 440 Dallas tX 75254 PM Management – Portfolio VIII NC LLC 24-30247 14841 Dallas Parkway, Suite 440 Dallas tX 75254 Business Description: The Debtors own and operate nursing care facilities. Chapter 11 Petition Date: January 29, 2024 Court: United States Bankruptcy Court Northern District of Texas Debtors' Counsel: Liz Boydston, Esq. Alexandria Rahn, Esq. GUTNICKI LLP 10440 N. Central Expressway, Suite 800 Dallas, Texas 75231 Tel: (465) 895-4413 Fax: (465) 895-4413 Email: lboydston@gutnicki.com arahn@gutnicki.com - and - Max Schlan, Esq. GUTNICKI LLP 45 Rockefeller Plaza, Suite 2000 New York, NY 10111 Tel: (646) 825-2330 Fax: (646) 825-2330 Email: mschlan@gutnicki.com PM Management – Killeen I NC LLC's Estimated Assets: $1 million to $10 million PM Management – Killeen I NC LLC's Estimated Liabilities: $1 million to $10 million PM Management – Killeen II NC LLC's Estimated Assets: $1 million to $10 million PM Management – Killeen II NC LLC's Estimated Liabilities: $1 millioni to $10 million PM Management – Killeen III NC LLC's Estimated Assets: $1 million to $10 million PM Management – Killeen III NC LLC's Estimated Liabilities: $1 million to $10 million PM Management – Portfolio VIII NC LLC's Estimated Assets: $1 million to $10 million PM Management – Portfolio VIII NC LLC's Estimated Liabilities: $1 million to $10 million The petitions were signed by Kevin O'Halloran as chief restructuring officer. Full-text copies of the petitions containing, among other items, lists of the Debtors' 20 largest unsecured creditors are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/C4X32MA/PM_Management_-_Killeen_I_NC_LLC__txnbke-24-30240__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/DFEUZJY/PM_Management_-_Killeen_II_NC__txnbke-24-30244__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/6BSUNNA/PM_Management_-_Killeen_III_NC__txnbke-24-30246__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/VWNBAEA/PM_Management_-_Killeen_VIII_NC__txnbke-24-30247__0001.0.pdf?mcid=tGE4TAMA PRAIRIE FOREST: Hires Lentz Law PC as Legal Counsel --------------------------------------------------- Prairie Forest, GP seeks approval from the U.S. Bankruptcy Court for the District of Nebraska to employ Lentz Law, PC, LLO as legal counsel. The Debtor requires legal counsel to: a. give advice with respect to the powers and duties of the Debtor in the reorganization of its business; b. meet with and negotiate with creditors; c. take any necessary actions to set aside preferences of transfers, which may qualify to be avoided or set aside under the Bankruptcy Code; d. take such other necessary and required actions which are deemed by such counsel as ordinary and necessary in the course of these proceedings; e. provide representation in connection with any adversary proceedings filed in court by various creditors and adversary proceedings required to be filed for the protection and preservation of property of the estate; f. prepare legal papers; and g. perform other legal services. The firm will be paid based upon its normal and usual hourly billing rates and will be reimbursed for out-of-pocket expenses incurred. The retainer fee is $15,000. John Lentz, Esq., a partner at Lentz Law, PC, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: John A. Lentz, Esq. LENTZ LAW, PC, LLO 650 J. St. Ste 215B Lincoln, NE 68508 Tel: (402) 421-9676 Email: john@johnlentz.com About Prairie Forest, GP Prairie Forest, GP, filed a Chapter 11 bankruptcy petition (Bankr. D. Neb. Case No. 23-41183) on December 13, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by LENTZ LAW, PC, LLO. PRESTIGE HOME: Plan & Disclosures Due April 11 ---------------------------------------------- Judge Pamela W. McAfee has entered an order that the court has reviewed the case file and has determined that to ensure that the case is handled expeditiously and economically, Prestige Home Health Care, LLC, must file a plan and disclosure statement on or before April 11, 2024. The court will review the disclosure statement when it is filed and, if acceptable, the disclosure statement will be conditionally approved. Additionally, the hearing on approval of the disclosure statement will be combined with the hearing on confirmation of the plan. If the court determines that the debtor's plan provides adequate information under 11 U.S.C. Sec. 1125(a) and 1125(f)(1) and that a separate disclosure statement is not necessary, the court may treat the plan as the disclosure statement for the purpose of conditional approval pursuant to Bankruptcy Rule 3017.1. A status conference pursuant to 11 U.S.C. Sec. 105(d)(1) will be held on Tuesday, Jan. 30, 2024, at 10:00 AM by conference telephone call. Prestige Home Health Care, LLC, sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 24-00105) on Jan. 12, 2024, estimating less than $1 million in both assets and liabilities. Danny Bradford, Esq., at PAUL D. BRADFORD, PLLC, is the Debtor's counsel. PRIME MARKETING: Case Summary & Eight Unsecured Creditors --------------------------------------------------------- Debtor: Prime Marketing LLC 401 Ryland Street, Suite 200-A Reno, NV 89502 Business Description: Prime Marketing is a provider of smart IT tools for a business of global organizations of any sizes. From developing exclusive strategies to delivering the products, services, and expertise, the Company assists its clients' business run more competently and revise through technology Solutions. Chapter 11 Petition Date: January 29, 2024 Court: United States Bankruptcy Court District of Nevada Case No.: 24-50091 Debtor's Counsel: L. Edward Humphrey, Esq. HUMPREY O'ROURKE PLLC 201 W. Libert Street Suite 350 Reno, Nevada 89501 Tel: (775) 420-3500 Email: ed@hlawnv.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Varunkumar Pankajbhal Suthar as managing member of Axin Enterprise LLC, member. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CFHF4ZA/Prime_Marketing_LLC__nvbke-24-50091__0001.0.pdf?mcid=tGE4TAMA PROTERRA INC: U.S. Trustee Objects "Opt Out" Form ------------------------------------------------- Andrew R. Vara, the United States Trustee for Region 3, filed an objection to Proterra Inc, et al.'s motion for entry of an order approving the adequacy of the disclosure statement. The U.S. Trustee objects to the Motion because it imposes on public shareholders the requirement to return an "opt out" form to avoid releasing their direct claims against non-debtor parties, including claims for fraud and intentional misconduct, even though the shareholders shall receive no distribution under the Plan. Further, the various notices and opt-out forms are unnecessarily confusing and, with respect to beneficial holders, their time to opt out of the releases is truncated. The U.S. Trustee further objects to the Motion because the Disclosure Statement does not contain adequate information concerning third-party releases. For these reasons, the U.S. Trustee submits that the Motion should be denied. About Proterra Inc. Proterra Inc.'s business involves designing, manufacturing, and selling electric transit buses and components, batteries, and electric drive trains, and providing and selling related products and services. Proterra Inc. and Proterra Operating Company, Inc., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120) on August 7, 2023. In the petition filed by Gareth T. Joyce, chief executive officer, the Debtor reported total assets as of June 30, 2023 amounting to $818,773,679 and total debt as of June 30, 2023 of $609,498,207. The Honorable Bankruptcy Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel; FTI Consulting, Inc., as financial advisor; Moelis & Company, LLC, as investment banker; and Slaughter and May as special corporate counsel. Kurtzman Carson Consultants LLC is the claims agent. PSG MORTGAGE: Gets Court Nod to Sell Sea Cliff Property ------------------------------------------------------- PSG Mortgage Lending Corp, a Delaware Corporation received approval from the U.S. Bankruptcy Court for the Northern District of California to sell real property to Edward Dudensing or another buyer with a better offer. Under the sale agreement, Mr. Dudensing offered $6.5 million to purchase the property located at 224 Sea Cliff Avenue, San Francisco, Calif. The proposed buyer also agreed to assume responsibility and pay the amount owed to San Francisco Bay Area Conservation and Development Commission, which is approximately $90,000. The sale of the property to Mr. Dudensing is subject to overbid. Any competing bidder must agree to assume responsibility and pay the amount owed to BCDC. The minimum starting overbid is $7 million, with minimum increments thereafter of $50,000. PSG is selling the property "free and clear" of liens, with only the statutory senior property tax lien to be paid in full and the lien in second position of Wells Fargo Bank, N.A. to be paid off through escrow to the extent there is available cash. The company is not selling the property "free and clear" of the property tax lien estimated at $60,463.85 in favor of the City and County of San Francisco, which will be paid through escrow. The liquidation price will not yield any net gain but will leave $30,000 at the close of escrow for deposit into PSG's account, according to the company's attorney, Matthew Metzger, Esq., at Belvedere Legal, PC. About PSG Mortgage Lending Corp PSG Mortgage Lending Corp, a Delaware Corporation, filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-30281) on May 3, 2023, with $10 million to $50 million in both assets and liabilities. Judge Dennis Montali oversees the case. Matthew D. Metzger, Esq., at Belvedere Legal, PC is the Debtor's legal counsel. QUARTERNORTH ENERGY: Moody's Withdraws 'B3' CFR on Debt Repayment ----------------------------------------------------------------- Moody's Investors Service withdrew all of QuarterNorth Energy Holding Inc. ratings, including its B3 Corporate Family Rating, B3-PD Probability of Default Rating (both currently under review for upgrade) and the B3 rated senior secured second-lien term loan due August 2026. The outlook was changed to rating withdrawn from rating under review. The withdrawals follow the extinguishment of its outstanding debt. QuarterNorth's ratings review was initiated on January 16, 2024, following QuarterNorth's agreement to be acquired by Talos Energy Inc. (rated subsidiary Talos Production Inc., B2 stable). RATINGS RATIONALE QuarterNorth has repaid its B3-rated senior secured second-lien term loan. All of QuarterNorth's ratings have been withdrawn because its rated debt is no longer outstanding. QuarterNorth Energy Holding Inc. is a privately owned deepwater Gulf of Mexico focused exploration and production company. The company's pending acquisition by Talos Energy Inc. is expected to close by the end of the first quarter of 2024, subject to regulatory approvals and certain customary closing conditions. QUARTERNORTH ENERGY: S&P Withdraws 'B-' Issuer Credit Rating ------------------------------------------------------------ S&P Global Ratings withdrew its 'B-' issuer credit rating on Quarternorth Energy Holding Inc. following the company's announcement that it will be acquired by Talos Energy Inc. S&P expects the acquisition will close by the end of the first quarter of 2024. S&P said, "At the same time, we discontinued our 'B+' issue-level rating and '1' recovery rating on Quarternorth's second lien term loan because it has been repaid. "At the time of the withdrawal, our ratings on Quarternorth were on CreditWatch, where we placed them with positive implications on Jan. 17, 2024." RADIOLOGY PARTNERS: S&P Lowers ICR to 'CC' on Debt Modifications ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating to 'CC' from 'CCC+' and its issue-level rating on the notes to 'C' from 'CCC-' on El Segundo, Calif.-based Radiology Partners Holdings LLC. The 'CCC+' issue-level rating on the company's secured debt is unchanged and remains on CreditWatch with negative implications. S&P could lower the rating on these obligations if it concludes lenders of the respective obligations won't receive sufficient compensation for the maturity extension upon the close of the transaction. The negative outlook reflects Radiology Partners' proposed debt modification transactions to extend its debt maturities and reduce its annual cash interest burden, in conjunction with an equity raise and partial paydown on certain debt balances. Radiology Partners recently announced its plan to raise new preferred equity and extend the maturity and amend other terms of its secured revolver and term loan. It also offered to exchange its senior secured notes for new secured notes and its senior unsecured notes for new second-lien notes, effectively extending the maturity on all its debt to 2028 or beyond. The downgrade of Radiology Partners' unsecured debt due in 2028 reflects the proposed exchange for second-lien debt due in 2030 and a change to interest payment-in-kind (PIK), notwithstanding the proposed increase in interest rate. The proposed unsecured note exchange, if completed, would reduce the company's cash interest burden and extend its debt maturities. S&P said, "However, we do not view the incremental compensation offered to unsecured debt lenders as adequate relative to what was originally promised. This assessment applies despite improvement in the company's creditworthiness from the combination of the equity raise and financial flexibility provided by the revised debt terms. We expect to lower the rating on the unsecured debt to 'D' upon the close of the transaction." S&P said, "If we conclude that following Radiology Partners' preferred equity raise and finalization of the transaction terms the lenders on the various secured debt obligations would receive adequate compensation, we expect to leave those ratings unchanged and lower the issuer credit rating to 'SD' (selective default) to reflect a default on only a portion of its debt capital structure. "Conversely, if we conclude the secured lenders will not receive sufficient compensation relative to what was originally promised, we expect to lower the ratings on those obligations to 'CC' ahead of the transaction close and to 'D' at close. Moreover, if we conclude that substantially all of the debt outstanding has less than the original promise of return, we will lower the issuer credit rating to 'D'. "In all scenarios, we expect to refresh our ratings subsequent to the transaction close to reflect the revised capital structure, incorporating the benefits from the equity raise and financial flexibility arising from the revised terms and conditions." S&P does not have sufficient information yet to definitively ascertain whether secured debt lenders are receiving less than originally promised. The proposed capital structure would also extend the maturity on the secured debt due in 2024 to 2028 and the maturity on the secured debt coming due in 2025 to 2029. It would also provide additional compensation to lenders on certain secured obligations including incremental interest that will be PIK for an initial period and potentially PIK interest beyond that if financial performance falls short of certain thresholds. This and the precise details are conditioned upon Radiology Partners' success raising preferred equity and amounts that have not yet been finalized and still subject to negotiation and lender consent. Radiology Partners has faced challenges from a combination of the No Surprises Act relating to patient billing, a payer dispute with insurer United Healthcare, and wage inflation. These issues have pressured free cash flow and liquidity. S&P expects the capital raise and extension of maturities to alleviate near-term liquidity shortfalls, which will give the company time to resolve the working capital shortfalls, address operational challenges, and start reaping benefits from investment in new sites and cost-saving initiatives. RAPID7 INC: BlackRock Reports 10.1% Stake as of Dec. 31 ------------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, it beneficially owned 6,219,779 shares of Rapid7, Inc.'s Common Stock, representing 10.1% of the class. A full-text copy of the Report is available at http://tinyurl.com/379tdjcw About Rapid7 Rapid7 (Nasdaq: RPD) is on a mission to create a safer digital world by making cybersecurity simpler and more accessible. The Company empowers security professionals to manage a modern attack surface through its best-in-class technology, leading-edge research, and broad, strategic expertise. Rapid7 reported a net loss of $124.72 million in 2022, a net loss of $146.33 million in 2021, a net loss of $98.85 million in 2020, a net loss of $53.84 million in 2019, and a net loss of $55.54 million in 2018. Rapid7 incurred a net loss of $169.31 million net loss in the nine months ended Sept. 30, 2023. As of Sept. 30, 2023, the Company had $1.40 billion in total assets, $1.56 billion in total liabilities, and a total stockholders' deficit of $161.64 million. Egan-Jones Ratings Company on October 10, 2023, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Rapid7, Inc. REPMGMT INC: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Columbia authorized RepMGMT Inc. Chartered, d/b/a Fireside Campaigns to use cash collateral, on a final basis, in accordance with the budget. As previously reported by the Troubled Company Reporter, the Debtor has five creditors to which it has extended security interests in its assets. On February 13, 2023, the Debtor executed a Business Loan and Security Agreement with Channel Partners Capital, LLC. As of the Petition Date, the Debtor owed Channel Partners $126,999. Channel Partners' interest is under-secured because of the value of the Debtor's personal property on the Petition Date. Chanel Partners' security interest in the Debtor's property is also subject to avoidance under 11 U.S.C. Section 547(b) because it did not file its financing statement to perfect the security interest until October 19, 2023, which is within 90 days before the Petition Date. The Debtor intends to seek avoidance of Channel Partners' perfection of its security interest under 11 U.S.C. Section 547(b). On March 1, 2023, the Debtor entered into a Business-Use Line of Credit and Security Agreement with Headway Capital, LLC. The Debtor currently owes Headway Capital $16,246. It does not appear that Headway Capital has taken any steps to perfect its security interest in any of the Debtor's assets. On May 24, 2022, the Debtor entered into a loan agreement with American Express National Bank, then doing business as Kabbage Funding, opening Account No. 270320. Under the same numbered account, the Debtor entered into three later loan agreements with American Express. As of the Petition Date, the Debtor owed American Express $25,266. The Debtor's other two secured creditors are both insiders: Bradley Bauman and Autumn Campbell. These are the Debtor's sole shareholder and his wife. The couple loaned money to the Debtor primarily to enable the Debtor to fulfil its final payroll obligations to employees it laid off in October 2023. The loan was made by a series of promissory notes secured under a Security Agreement in which the Debtor contemporaneously conveyed to Mr. Bauman and Ms. Campbell a security interest in all of its assets. The Debtor owes these creditors $65,500. A copy of the order is available at https://urlcurt.com/u?l=t9gaU4 from PacerMonitor.com. About RepMGMT Inc. RepMGMT Inc. Chartered filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.D.C. Case No. 23-00375) on Dec. 12, 2023, with $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Bradley Bauman, president, signed the petition. Judge Elizabeth L. Gunn oversees the case. Robert Lannan, Esq., at Lannan Legal, PLLC represents the Debtor as bankruptcy counsel. RESIDENTS FIRST: Seeks to Hire Heilman Law PLLC as Counsel ---------------------------------------------------------- Residents First, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Heilman Law PLLC as counsel. The firm's services include: a. advising Debtor with respect to its powers and duties as debtor and debtor-in-possession in the continued management and operation of its business; b. administrating this case and the exercise of oversight with respect to Debtor's affairs, including all issues arising from or impacting Debtor or this Chapter 11 case; c. preparing necessary applications, motions, memoranda, orders, reports, and other legal papers; d. appearing in Court and at meetings to represent the interests of Debtor; e. negotiating with creditors and other parties in interest; f. serving as Debtor's counsel in any adversary proceedings or other litigation related to this Bankruptcy Case; g. preparing and prosecuting a Chapter 11 plan of reorganization; and h. performing all other legal services for Debtor in connection with this Chapter 11 case. The firm will be paid at these rates: Ryan Heilman $385 per hour Paralegals $135 per hour The firm received from the Debtor a retainer of $7,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ryan D. Heilman, Esq., a partner at Heilman Law PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ryan D. Heilman, Esq. HEILMAN LAW PLLC 40900 Woodward Ave., Suite 111 Bloomfield, MI 48304 Tel: (248) 835-4745 Email: ryan@heilmanlaw.com About Residents First, LLC Residents First, LLC manages six separate manufactured mobile housing communities. It handles all leasing, rent collection, maintenance, landscaping, utilities, customer relations, and all other aspects relating to maintenance and management of the communities. Residents First filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-49817) on Nov. 8, 2023, with up to $100,000 in assets and up to $1 million in liabilities. Ara J. Darakjian, managing member, signed the petition. Judge Mark A. Randon oversees the case. Ryan D. Heilman, Esq., at Heilman Law, PLLC, represents the Debtor as bankruptcy counsel. RISKON INTERNATIONAL: No Longer Complies With Nasdaq Requirement ---------------------------------------------------------------- RiskOn International, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Jan. 23, 2024, it received a written notice from The Nasdaq Stock Market LLC, indicating that, as a result of Milton C. Ault, III's appointment to the board of directors of the Company effective Jan. 4, 2024, the Company currently has six directors, with only three of which qualify as independent directors. As such, the Company no longer complies with Nasdaq's independent director requirement as set forth in Listing Rule 5605, which requires, among other things, a listed company to have at least a majority of its Board members qualify as independent directors. Pursuant to Nasdaq Listing Rule 5605(b)(1)(A), the Company is entitled to a "cure period" until the earlier of the Company's next annual shareholders' meeting or Jan. 6, 2025, or if the next annual shareholders' meeting is held before July 2, 2024, then the Company must evidence compliance no later than July 2, 2024. The Company intends to appoint one or more independent directors to the Board prior to the end of the cure period. The Notice has no immediate effect on the listing or trading of the Company's common stock on The Nasdaq Capital Market. About RiskOn International Founded in 2011, RiskOn International, Inc. (formerly known as BitNile Metaverse, Inc.) owns 100% of BNC, including the BitNile.com metaverse platform. The Platform, which went live to the public on March 1, 2023, allows users to engage with a new social networking community and purchase both digital and physical products while playing 3D immersive games. In addition to BNC, the Company also owns two non-core subsidiaries: approximately 66% of Wolf Energy Services Inc. (OTCQB: WOEN) indirectly and approximately 89% of Agora Digital Holdings, Inc. directly. RiskOn also owns approximately 70% of White River Energy Corp (OTCQB: WTRV). RiskOn reported a net loss of $87.36 million on zero revenue for the year ended March 31, 2023, compared to a net loss of $10.55 million on $27,182 of revenues for the year ended March 31, 2022. As of Sept. 30, 2023, the Company had $16.80 million in total assets, $35.86 million in total liabilities, and a total shareholders' deficit of $19.05 million. In its Quarterly Report for the three months ended Sept. 30, 2023, RiskOn said there is substantial doubt about its ability to continue as a going concern. The Company believes that the current cash on hand is not sufficient to conduct planned operations for one year from the issuance of the condensed consolidated financial statements, and it needs to raise capital to support its operations. SALEM MEDIA: Agrees With Lender to Increase Credit Limit to $3M --------------------------------------------------------------- Salem Media Group, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Jan. 19, 2024, the Company and Siena Lending Group LLC entered into a Letter Amendment and Consent amending that certain Loan and Security Agreement, dated as of Dec. 26, 2023, by and among the Lender, the Company and certain subsidiaries of the Company. Pursuant to the Amendment Letter, the Lender and the Borrowers agreed to, among other things, increase the letter of credit limit in the Loan and Security Agreement from $1.0 million to $3.0 million, and to provide for a minimum usage threshold following the consummation of a prospective sale-leaseback transaction. A copy of the Amendment Letter is available for free at: https://www.sec.gov/Archives/edgar/data/1050606/000119312524015453/d719020dex101.htm 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. SANUWAVE HEALTH: Sells $4.6 Million Convertible Promissory Notes ---------------------------------------------------------------- Sanuwave Health, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that in accordance with the terms of a side letter, on Jan. 21, 2024, the Company entered into a Securities Purchase Agreement with certain accredited investors, as purchasers, for the sale by the Company in a private placement of (i) the Company's Future Advance Convertible Promissory Notes in an aggregate principal amount of approximately $4.6 million, (ii) Common Stock Purchase Warrants to purchase an additional 113.9 million shares of common stock of the Company with an exercise price of $0.067 per share and (iii) Common Stock Purchase Warrants to purchase an additional 113.9 million shares of common stock of the Company with an exercise price of $0.04 per share. The exercise price of the Warrants is subject to adjustment, including if the Company issues or sells shares of common stock or Share Equivalents (as defined in the Warrants) for an effective consideration price less than the exercise price of the Warrants or if the Company lists its shares of common stock on the Nasdaq Capital Market and the average volume weighted average price of such common stock for the five trading days preceding such listing is less than $0.04 per share; provided, however, that the exercise price of the Warrants shall never be less than $0.01 per share. The Warrants have a five-year term. The closing of the January Private Placement occurred on Jan. 21, 2024. The Company received no cash proceeds in the January Private Placement. As previously disclosed in a Current Report on Form 8-K filed by Sanuwave with the SEC on July 26, 2023, the Company issued Asset-Backed Secured Promissory Notes in an aggregate principal amount of $4.6 million to certain accredited investors at an original issue discount of 33.33% on July 21, 2023. The ABL Notes bore interest at a rate of zero percent per annum and matured on Jan. 21, 2023. The closing of the July Private Placement occurred on July 21, 2023, when the Company received total proceeds of approximately $3.0 million. On July 21, 2023, the Company and the Purchasers also entered into a side letter, pursuant to which the parties agreed that upon the Maturity Date, the Company would issue each Purchaser (i) a Future Advance Convertible Promissory Note with the same principal amount as the principal amount of such Purchasers' ABL Note, plus any accrued and unpaid interest, and (ii) two Common Stock Purchase Warrants, one with an exercise price of $0.04 per share and one with an exercise price of $0.067 per share, each of which would be exercisable for such number of shares of the Company's common stock calculated by dividing the principal amount of the Purchaser's Future Advance Convertible Promissory Note by $0.04. In addition, the parties agreed to enter into a securities purchase agreement, a subordination agreement, a security agreement and a registration rights agreement. Notes Pursuant to the Notes, the Company promised to pay each Purchaser, its designee or registered assigns in cash and/or in shares of common stock, at a conversion price of $0.04, the principal amount (subject to reduction pursuant to the terms of the Note, the "Principal") as may be advanced in disbursements, and to pay interest at a rate of 15% per annum on any outstanding Principal at the applicable Interest rate from the date of the Notes until the Notes are accelerated, converted, redeemed or otherwise. The Conversion Price of the Notes is subject to adjustment, including if the Company issues or sells shares of common stock for a price per share less than the Conversion Price of the Notes or if the Company lists its shares of common stock on the Nasdaq Capital Market and the average volume weighted average price of such common stock for the five trading days preceding such listing is less than $0.04 per share; provided, however, that the Conversion Price shall never be less than $0.01. In connection with the January Private Placement, on Jan. 21, 2024, the Company entered into a security agreement in favor of each Purchaser to secure the Company's obligations under the Notes. The rights of the Purchasers to receive payments under the Notes are subordinate to the rights of NH Expansion Credit Fund Holdings LP pursuant to a subordination agreement, which the Company and the Purchasers entered into with North Haven Expansion on Jan. 21, 2024, in connection with the January Private Placement. Registration Rights Agreement In connection with the Purchase Agreement, the Company entered into a registration rights agreement with the Purchasers on Jan. 21, 2024, pursuant to which the Company agreed to file a registration statement with the SEC no later than 60 days following the Closing Date to register the resale of the number of shares of common stock issuable upon conversion of the Notes and exercise of the Warrants issued pursuant to such Purchase Agreement and to cause the Registration Statement to become effective within 180 days following the Closing Date. The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act of 1933, as amended, until all Registrable Securities have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) of the Securities Act and otherwise without restriction or limitation pursuant to Rule 144 of the Securities Act, as determined by the counsel to the Company. Waiver Letter In connection with the Purchase Agreement, each Purchaser delivered a waiver letter to the Company, pursuant to which the Purchaser waived, through Dec. 31, 2024, the Company's obligation to (i) effect a reverse stock split of its common stock on or before Dec. 31, 2023 pursuant to the Notes and the Warrants; (ii) reserve a specified number of shares of Company common stock from its duly authorized capital stock and amend the Company's Articles of Incorporation to increase the number of authorized but unissued shares of common stock, in each case pursuant to the Purchase Agreement; and (iii) register the shares underlying the Notes and Warrants pursuant to the Registration Rights Agreement. Letter Agreement In October 2023, each Purchaser delivered a letter agreement to the Company, pursuant to which the Purchasers agreed to receive shares of the Company's common stock in exchange for the Notes and the Warrants immediately prior to the closing of the Company's planned business combination with SEP Acquisition Corp. ("SEPA"). Pursuant to the Letter Agreements, the Purchasers will receive, in the form of Company common stock at an exchange ratio of $0.04 per share, the full amount of principal and interest that would be due and payable on the Notes as of the maturity date. Warrants with an exercise price of $0.04 per share will be exchanged for 0.9 shares of Company common stock per share that are subject to such Warrants, and Warrants with an exercise price of $0.067 per share will be exchanged for 0.85 shares of Company common stock per share that are subject to such Warrants. The Purchasers will pay no new consideration to the Company in connection with these exchanges. About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is an ultrasound and shock wave technology company using patented systems of noninvasive, high-energy, acoustic shock waves or low intensity and non-contact ultrasound for regenerative medicine and other applications. The Company's focus is regenerative medicine utilizing noninvasive, acoustic shock waves or ultrasound to produce a biological response resulting in the body healing itself through the repair and regeneration of tissue, musculoskeletal, and vascular structures. Its two primary systems are UltraMIST and PACE. UltraMIST and PACE are the only two Food and Drug Administration (FDA) approved directed energy systems for wound healing. SANUWAVE reported a net loss of $10.29 million for the year ended Dec. 31, 2022, compared to a net loss of $27.26 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $19.87 million in total assets, $60.88 million in total liabilities, and a total stockholders' deficit of $41.01 million. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has incurred recurring losses and needs to raise additional funds to meet its obligations and sustain its operations and the occurrence of the events of default on the Company's debt. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SILVER STATE: Trustee Submits Plan of Reorganization ---------------------------------------------------- Michael W. Carmel, the Chapter 11 Trustee for the bankruptcy estate of Major Market Radio, LLC, proposes a Plan of Reorganization for the resolution of Debtor's outstanding claims and equity securities. The Plan will treat unsecured claims as follows: Class 2 Priority Unsecured Claims are unimpaired. The Allowed Claims in Class 2, if any, shall be treated as follows: Each Allowed Priority Unsecured Claim, shall, in full and final satisfaction of such Claim, be paid in full in Cash by the Debtor or Reorganized Debtor, as applicable, upon the latest of: (i) the Effective Date or as soon thereafter as practicable; (ii) such date as may be fixed by the Bankruptcy Court; (iii) the first Business Day following the 14th day after such Claim is Allowed; and (iv) such date as agreed upon by the Holder of such Claim and the Trustee, and after the Effective Date, by the Reorganized Debtor. Class 3 General Unsecured Claims are impaired. Class 3 is comprised of the Allowed General Unsecured Claims. The Allowed Claims in Class 3 shall be treated as follows: Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to less favorable treatment, each Holder of a General Unsecured Claim shall, in full and final satisfaction of such Allowed General Unsecured Claim, be paid as follows: (i) On the 15th Business Day after the Disputed Claim Reserve is funded, the Reorganized Debtor shall pay each Holder of an Allowed General Unsecured Claim on such date the lesser of: (i) their Pro Rata share of the Remaining Cash on such date; and (ii) the outstanding, unpaid balance of their Allowed General Unsecured Claim. (ii) Within 15 days after all Disputed Claims having been resolved, the Reorganized Debtor shall pay each Holder of an Allowed General Unsecured Claim the lesser of: (i) their Pro Rata share of the Remaining Cash and the Disputed Claim Reserve; and (ii) the outstanding, unpaid balance of their Allowed General Unsecured Claims. (iii) Prior to any Distribution being made on account of Class 4 Equity Securities, all Allowed Class 3 General Unsecured Claims shall have been paid in full with interest as provided in the Plan. On the Effective Date, the Assets shall be vested in the Reorganized Debtor free and clear of all Liens, Claims, and Equity Securities, expect as otherwise expressly provided in the Plan. On the Effective Date, all assets, including cash, shall be held and preserved by the Reorganized Debtor to be distributed in accordance with this Plan. Attorneys for Chapter 11 Trustee Michael Carmel: Gregory Garman, Esq. Talitha Gray Kozlowski, Esq. Mary Langsner, Ph.D. GARMAN TURNER GORDON LLP 7251 Amigo Street, Suite 210 Las Vegas, NV 89119 Tel: (725) 777-3000 E-mail: ggarman@gtg.legal tgray@gtg.legal mlangsner@gtg.legal A copy of the Plan of Reorganization dated Jan. 12, 2024, is available at https://tinyurl.ph/DgJbW from PacerMonitor.com. About Silver State Broadcasting Las Vegas-based Silver State Broadcasting, LLC and its affiliates run an independent radio broadcasting company. Three of the radio stations (KFRH, KREV and KRCK-FM) are the primary assets. Silver State Broadcasting, Major Market Radio, LLC and Golden State Broadcasting, LLC filed voluntary petitions for Chapter 11 protection (Bankr. D. Nev. Lead Case No. 21-14978) on Oct. 19, 2021. In its petition, Silver State listed up to $50 million in assets and up to $1 million in liabilities. Judge August B. Landis oversees the cases. Stephen R. Harris, Esq., at Harris Law Practice, LLC and Wood & Maines, P.C. serve as the Debtors' bankruptcy counsel and special counsel, respectively. Michael Carmel has been appointed as trustee in the Chapter 11 cases. The Trustee tapped Garman Turner Gordon LLP as legal counsel and Timmons PC as special counsel. The Debtors filed their disclosure statement and proposed plan to exit Chapter 11 protection on May 2, 2022. SKILLS ACADEMY: Taps Allen Vellone Wolf Helfrich & Factor as Atty. ------------------------------------------------------------------ Skills Academy Vocational Center, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Allen Vellone Wolf Helfrich & Factor PC as its counsel. The Debtor requires legal counsel to: (a) advise and represent in connection with the general administration of the estate; (b) confirm any proposed plan of reorganization, all other contested and adversary matters that arise in this case; (c) investigate and litigate any avoidance or other action the estate may have; and (d) perform other legal services for the Debtor related to or arising out of contested matters in this bankruptcy case. The hourly rates of the firm's counsel and staff are as follows: Jeffrey Weinman $625 Lance Henry $375 Paralegals $120 - $235 The firm received a pre-bankruptcy retainer in the total amount of $12,000 from the Debtor. Jeffrey Weinman, Esq., an attorney at Allen Vellone Wolf Helfrich & Factor, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey A. Weinman, Esq. Allen Vellone Wolf Helfrich & Factor PC 1600 Stout Street, Suite 1900 Denver, CO 80202 Telephone: (303) 534-4499 Facsimile: (303) 893-8332 Email: JWeinman@allen-vellone.com About Skills Academy Vocational Center Skills Academy Vocational Center, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-10155) on Jan. 12, 2024, with up to $500,000 in assets and up to $1 million in liabilities. Randee Van Ness, president, signed the petition. Judge Thomas B. McNamara oversees the case. Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor, P.C., represents the Debtor as legal counsel. SPANISH BROADCASTING: S&P Withdraws 'CCC+' Rating on Secured Notes ------------------------------------------------------------------ S&P Global Ratings has withdrawn its 'CCC+' ratings on Spanish Broadcasting System Inc., including the issue-level rating on the company's senior secured notes, at the company's request. The ratings were on CreditWatch with negative implications at the time of the withdrawal. SPIRIT AIRLINES: Files Joint Notice of Appeal With JetBlue ---------------------------------------------------------- JetBlue Airways Corporation and Spirit Airlines, Inc. reported that they have jointly filed a notice of appeal to the U.S. Court of Appeals for the First Circuit, consistent with the requirements of the merger agreement. About JetBlue Airways Corp. JetBlue is New York's Hometown Airline, and a leading carrier in Boston, Fort Lauderdale-Hollywood, Los Angeles, Orlando, and San Juan. JetBlue carries customers to more than 100 destinations throughout the United States, Latin America, the Caribbean, Canada, and Europe. About Spirit Airlines Spirit Airlines Inc. is a major United States ultra-low cost airline headquartered in Miramar, Florida, in the Miami metropolitan area. In September 2023, Fitch Ratings has revised the Rating Outlook for Spirit Airlines to Negative from Stable and affirmed Spirit's Long-term Issuer Default Rating at 'B+'. Fitch has also affirmed Spirit IP Cayman Ltd.'s and Spirit Loyalty Cayman Ltd.'s senior secured debt at 'BB+'/'RR1′. On Jan 22, 2024, S&P Global Ratings lowered its issuer credit rating on Spirit Airlines Inc. to 'CCC+' from 'B'. S&P also lowered its ratings on Spirit's enhanced equipment trust certificates (EETCs) in line with the lower issuer rating. The negative outlook reflects S&P's view that Spirit's capital structure is vulnerable and dependent on favorable market conditions or a significant improvement in its financial performance to address its upcoming debt maturities. Additionally, on Jan 25, 2024, Moody's Investors Service downgraded its ratings of Spirit Airlines, Inc., including the corporate family rating to Caa2 from Caa1 and probability of default rating to Caa2-PD from Caa1-PD. Moody's also downgraded the backed senior secured rating assigned to Spirit IP Cayman Ltd.'s 8% senior notes, which are secured by the company's loyalty program and brand IP ("Notes"), to Caa2 from B2. The speculative grade liquidity rating ("SGL") remains unchanged at SGL-3 and the rating outlook remains negative. SPIRIT AIRLINES: Unveils Investor Update as of Jan. 19 ------------------------------------------------------ Spirit Airlines Inc. revealed its Investor Update as of Jan. 19, 2024. According to the Company, its total revenue for the fourth quarter 2023 is expected to be at the high end of the Company's initial guidance, as bookings for the peak travel period over Christmas and New Years were strong. Operating expenses are estimated to come in better than expected primarily due to lower fuel costs driven by better than expected fuel efficiency, lower airport costs and other items, driven by strong operational performance and reliability, with the Company reporting a top 3 completion factor of 99.7% during the holiday period. Adjusted operating margin guidance for the fourth quarter 2023 is positively revised 450 basis points from negative 15 to 19 percent to negative 12 to 13 percent. As of December 31, 2023, Spirit had $1.3 billion of liquidity, including unrestricted cash and cash equivalents, short-term investment securities and $300 million of liquidity under the Company's revolving credit facility. During the fourth quarter, the Company took several steps to shore up its liquidity to allow it time to make the necessary strategic shifts to enable the Company to compete effectively in the current demand backdrop and to return the business to profitability. In November 2023, Spirit modified its Revolving Credit Facility to, among other things, extend the final maturity to September 30, 2025. In December 2023, the Company completed sale-leaseback transactions for 20 aircraft, resulting in repayment of approximately $325 million of indebtedness on those aircraft and net cash proceeds of $320 million. In January 2024, the Company completed sale-leaseback transactions for an additional five aircraft, resulting in repayment of approximately $140 million of indebtedness on those aircraft and net cash proceeds of $99 million. In total, these transactions resulted in net cash proceeds to the Company of approximately $419 million. Spirit and Pratt & Whitney have been in negotiations regarding fair compensation for the financial damages related to the geared turbo fan (GTF) neo engine availability issues. Discussions with Pratt have progressed considerably since October, and while no agreement has been reached to date, the Company believes the amount of compensation it will receive will be a significant source of liquidity over the next couple of years. The Company is also assessing options to refinance its 2025 debt maturities, including the $1.1 billion of aggregate principal amount of 8.00% Senior Secured Notes. For the first quarter 2024, the Company estimates capacity growth will be up 1 to 2 percent year over year. Spirit plans to conduct a conference call to discuss fourth-quarter results and its forward outlook on February 8, 2024. The Merger Agreement between Spirit and JetBlue and Sundown Acquisition Corp., wholly owned subsidiary of JetBlue, dated July 28, 2022 remains in full force and effect. On January 16, 2024, Spirit Airlines, Inc. and JetBlue Airways Corporation issued a joint statement announcing (i) that the United States District Court for the District of Massachusetts (the "Court") has granted the U.S. Department of Justice's request for a permanent injunction against the proposed merger of Spirit and JetBlue and (ii) that JetBlue and Spirit are reviewing the Court's decision and evaluating next steps. Spirit has stated that it disagrees with the U.S. District Court's ruling and continues to believe that a combination with JetBlue is the best opportunity to increase much needed competition and choice by bringing low fares and great service to more customers in more markets while enhancing their ability to compete with the dominant U.S. carriers. JetBlue's termination of the Northeast Alliance and commitment to significant divestitures have removed any reasonable anti-competitive concerns that the Department of Justice raised. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at http://tinyurl.com/2p9u7w55 About Spirit Airlines Spirit Airlines Inc. is a major United States ultra-low cost airline headquartered in Miramar, Florida, in the Miami metropolitan area. In September 2023, Fitch Ratings has revised the Rating Outlook for Spirit Airlines to Negative from Stable and affirmed Spirit's Long-term Issuer Default Rating at 'B+'. Fitch has also affirmed Spirit IP Cayman Ltd.'s and Spirit Loyalty Cayman Ltd.'s senior secured debt at 'BB+'/'RR1'. On Jan 22, 2024, S&P Global Ratings lowered its issuer credit rating on Spirit Airlines Inc. to 'CCC+' from 'B'. S&P also lowered its ratings on Spirit's enhanced equipment trust certificates (EETCs) in line with the lower issuer rating. The negative outlook reflects S&P's view that Spirit's capital structure is vulnerable and dependent on favorable market conditions or a significant improvement in its financial performance to address its upcoming debt maturities. Additionally, on Jan 25, 2024, Moody's Investors Service downgraded its ratings of Spirit Airlines, Inc. ("Spirit"), including the corporate family rating to Caa2 from Caa1 and probability of default rating to Caa2-PD from Caa1-PD. Moody's also downgraded the backed senior secured rating assigned to Spirit IP Cayman Ltd.'s 8% senior notes, which are secured by the company's loyalty program and brand IP ("Notes"), to Caa2 from B2. The speculative grade liquidity rating ("SGL") remains unchanged at SGL-3 and the rating outlook remains negative. STARR CLEANING: Unsecured Creditors to Split $91K over 60 Months ---------------------------------------------------------------- Starr Cleaning Services, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a Plan of Reorganization under Subchapter V dated January 23, 2024. Starr contracts to clean carpet, tile and upholstery with truck mounted units. These hot water extraction units are designed specifically for cleaning floors and upholstery. This Plan of Reorganization proposes to pay the creditors of the Debtor from its net disposable earnings. Class 13 consists of General Unsecured Claims. All non-insider allowed and approved claims under this Class shall be paid their allowed claims from all funds available for distribution as set forth in the Disbursement Schedule. The projected dividend is to be paid over a period of 60 months, commencing in month 1 of the Plan. This Class is impaired. The allowed unsecured claims total $495,444.69. This Class will receive a distribution of $91,469.34 of their allowed claims. The Debtor may pre-pay any amounts due any creditor in this Class prior to the due dates in the Plan of Reorganization without penalty and without prior notice or Court approval unless otherwise provided for in the Plan of Reorganization. Equity Holder shall retain its shareholder/membership interest in the Debtor and the Debtor shall retain all legal and equitable interest in assets of this estate as all reconciliation issues have been met. This is a 60-month Plan with a total projected Plan yield of approximately $270,000.00. The total projected yield includes payment of Administrative Claimants. Debtor agrees that it will make payments of not less than $270,000.00 over the life of the Plan represents the Debtor's projected disposable income for that time period as required under the Code. A full-text copy of the Plan of Reorganization dated Jan. 23, 2024 is available at https://urlcurt.com/u?l=rJekhx from PacerMonitor.com at no charge. Attorney for Debtor: Allan D. NewDelman, Esq. ALLAN NEWDELMAN, P.C. 80 East Columbus Avenue Phoenix, AZ 85012 Tel: (602) 264-4550 Email: anewdelman@adnlaw.net About Starr Cleaning Services Starr Cleaning Services, LLC, contracts to clean carpet, tile and upholstery with truck mounted units. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 2:23-bk-07844-EPB) on Nov. 1, 2023. In the petition signed by Austin Arrow, member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Eddward P. Ballinger Jr. oversees the case. Allan D. NewDelman, Esq., is the Debtor's legal counsel. STL HOLDING: Moody's Upgrades CFR & Senior Unsecured Notes to B1 ---------------------------------------------------------------- Moody's Investors Service upgraded the corporate family rating of STL Holding Company LLC ("DSLD Homes") to B1 from B2, its probability of default rating to B1-PD from B2-PD and the rating on the senior unsecured notes to B1 from B2. The ratings outlook is maintained at stable. "DSLD Homes' upgrade reflects Moody's expectation that the company will continue to reduce its exposure to Louisiana through targeted growth in adjacent states, while maintaining a conservative financial policy. Moody's expect DSLD Homes will maintain its debt to book capitalization between 35-40% through housing cycles as well as maintain good liquidity," said Griselda Bisono, Moody's Vice President-Senior Analyst. The stable outlook reflects Moody's expectation that the low supply of existing homes for sale will support DSLD Homes' growth objectives. The stable outlook also reflects maintenance of a conservative capital structure. RATINGS RATIONALE The B1 CFR reflects DSLD Homes' asset-lite business model that helps minimize the company's land and home impairment risk through cycles. The rating also considers the company's focus on entry-level and first-time move-up buyers, which are segments that continue to demonstrate solid demand amid limited inventory availability. DSLD Homes' rating is further supported by strong credit metrics, including low leverage and strong interest coverage. These factors are offset by DSLD Homes' small size and scale, high geographic concentration in the state of Louisiana and low level of tangible net worth. Moody's expects DSLD Homes will slowly improve its geographic diversification through expansion in new markets in Texas and Florida. Other factors influencing the rating include stretched home affordability for consumers due to higher mortgage interest rates relative to two years ago and overall lower consumer sentiment, which will continue to negatively impact builder margins. Moody's expects DSLD Homes to maintain good liquidity over the next 12-18 months, supported by a strong unrestricted cash balance in excess of $150 million and modest, but positive, free cash flow over this time horizon. Liquidity is supported by a $75 million unsecured credit facility, with the commitment size subject to a borrowing base calculation. Moody's expect the company to draw on this facility from time to time to support working capital needs. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade for DSLD Homes will hinge on meaningful expansion of scale, geographic and product diversity. In addition, an upgrade would require maintenance of debt to total capitalization below 45%, EBIT interest coverage maintained above 4.5x and gross margin in line with sector averages. A ratings upgrade would also reflect maintenance of good liquidity while broader industry conditions remain favorable. The ratings could be downgraded if debt to total capitalization exceeds 50%, EBIT interest coverage drops below 3.0x or if the company's liquidity weakens. Also, a downgrade could result from weakening industry conditions causing meaningful revenue and gross margin declines that result in net losses and impairments. The principal methodology used in these ratings was Homebuilding and Property Development published in October 2022. DSLD Homes is a private homebuilder focused on the construction of entry-level homes predominantly in the Gulf Coast region of the United States. The company operates in Louisiana, Alabama, Mississippi, Florida and Texas. Total revenues for the twelve month period ended September 30, 2023 was about $900 million. T&J OF BROOKSVILLE: Seeks to Tap Kantaskas Law as Special Counsel ----------------------------------------------------------------- T&J of Brooksville, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Kantaskas Law PA as its special counsel. The firm will continue to represent the Debtor in a litigation against Snell Isle Realty, LLC, Harshadrai Mistry, Beth Beshai, and Beshai Properties, LLC in connection with the sale of the Oaks Mobile Home Park to the Debtor. Prior to the petition date, the Debtor paid a total of $12,500. J. Derek Kantaskas, Esq., president of Kantaskas Law, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: J. Derek Kantaskas, Esq. Kantaskas Law PA 2202 N. West Shore Blvd., Ste. 200 Tampa, FL 33607 Telephone: 813) 997-9424 Email: Derek@kantaskaslaw.com About T&J of Brooksville T&J of Brooksville, LLC is the owner and lessor of residential buildings and dwellings located at 626 South Broad St., Brooksville, Fla. The properties are valued at $1.30 million. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05076) on Nov. 9, 2023, with $1,320,754 in assets and $3,735,057 in liabilities. Tom May, authorized member, signed the petition. Judge Catherine Peek McEwen oversees the case. The Debtor tapped Andrew Wit, Esq., at Wit Law, PLLC as bankruptcy counsel and J. Derek Kantaskas, Esq., at Kantaskas Law PA as special counsel. TBD RESTAURANTS: Case Summary & 11 Unsecured Creditors ------------------------------------------------------ Debtor: TBD Restaurants, LLC DBA Napoli Pizza 1275 W. Warm Springs Rd. #100-110 Henderson, NV 89014 Business Description: The Debtor owns and operates a pizza restaurant. Chapter 11 Petition Date: January 29, 2024 Court: United States Bankruptcy Court District of Nevada Case No.: 24-10386 Debtor's Counsel: James T. Leavitt, Esq. LEAVITT LEGAL SERVICES, P.C. 601 S. 6th Street Las Vegas, NV 89101 Tel: (702) 385-7444 Fax: (702) 925-7444 Email: jamestleavittesq@gmail.com, leavittecf@gmail.com Total Assets: $4,079,600 Total Liabilities: $431,000 The petition was signed by Hagop (Jacob) Tchamanian as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/P7V4OGY/TBD_RESTAURANTS_LLC__nvbke-24-10386__0001.0.pdf?mcid=tGE4TAMA TEGNA INC: BlackRock Reports 13.3% Equity Stake ----------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of December 31, 2023, it beneficially owned 26,159,657 shares of TEGNA, Inc.'s Common Stock, representing 13.3% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/2388hh64 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. THRIVE PET: Moody's Lowers CFR to Caa1 & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service downgraded Thrive Pet Healthcare's, Corporate Family Rating to Caa1 from B3 and Probability of Default Rating to Caa1-PD from B3-PD. Moody's also downgraded the company's senior secured first lien bank credit facilities rating to B3 from B2. The outlook is changed to stable from negative. The ratings downgrade is primarily driven by the company's underperformance to Moody's expectations, including Moody's estimate that the company will miss its EBITDA budget by over -20% in the year ending December 31, 2023. As a result, debt to EBITDA remains at unsustainable levels (above 10x on Moody's-adjusted basis as of September 30, 2023) with persistent negative free cash flow. Furthermore, Moody's believes Thrive's long-term ability to generate positive free cash flow is uncertain in light of continued labor pressure at its specialty veterinarian facilities, as well as idiosyncratic operational headwinds. While the company has taken several targeted actions to improve operations and profitability metrics - such as headcount initiatives, targeted pricing actions, and replacing its management team - Thrive continues to see negative pressure on transaction volumes, most recently with a -7% decline in transactions in the quarter ending September 30, 2023. While the new management team may be able to drive earnings improvement over the next 12-18 months through initiatives such as more sophisticated pricing techniques and additional cost efficiencies, it is unclear if these actions will improve metrics to allow Thrive to cover its fixed charges. Governance risk considerations factor into the rating action. Thrive's G-5 score (previously G-4) reflects the company's aggressive financial policies under private equity ownership, as well as the company's track record of substantially underperforming its earnings and cash flow budget over the past two years. The new management team would need to rebuild the company's credibility and track record over a prolonged period to mitigate these governance considerations. RATINGS RATIONALE Thrive's Caa1 CFR broadly reflects its very high pro forma debt-to EBITDA at over 10 times (on Moody's adjusted basis) as of September 30, 2023. Since 2022, Thrive has been materially impacted by earnings headwinds related to labor inflation and availability, resulting in a low adjusted EBITDA margin that Moody's expects to be below 12% in FY2023. The rating is also constrained by event and financial policy risks. While Thrive has paused acquisition activity in the near-term as it focuses on performance improvement initiatives, Moody's expects that the company will maintain an aggressive acquisition strategy under private equity ownership longer-term, if the company is successful in turnaround efforts. Thrive's rating is supported by certain recurring revenues in the favorable animal health end-market, good diversification by geography and facility type, and meaningful scale. Liquidity is adequate, supported by $207 million of cash and an $80 million undrawn senior secured first lien revolving credit facility as of September 30, 2023. Moody's notes that effective availability of the revolver is below $30 million, as the company would not be in compliance with its springing first lien net leverage covenant (8.56x as of September 30, 2023 vs. 7.93x permitted) if more than 35% of the facility is drawn. Moody's projects that the company will continue to experience an annualized free cash flow deficit of at least $40 million over the next 12-18 months, in addition to mandatory amortization requirements. Thrive's CIS-5 (previously CIS-4) 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 CIS-4. Governance considerations (G-5, previously G-4) incorporate Thrive's aggressive financial policies under private equity ownership, including its historical rapid pace of debt-funded acquisitions with an all floating-rate debt capital structure. At the same time, governance risks reflect the company's material underperformance to its earnings and cash flow budget since 2022. The score also reflects Thrive's exposure to social risks (S-4), primarily due to human capital, as Thrive is reliant upon a highly specialized workforce that exposes the company to elevated risks from labor supply and/or inflationary pressures. The stable outlook reflects Moody's view that Thrive's adequate liquidity will allow it to absorb ongoing free cash flow burn over the next 12-18 months, while the company continues to implement performance improvement initiatives aimed at deleveraging. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if earnings further deteriorate, which would incorporate unsuccessful results from performance improvement initiatives. Ratings could also be downgraded if liquidity further weakens. Specifically, a weakening of liquidity would include a larger free cash flow deficit, and/or a significant reduction in its cash balance. Finally, ratings could be downgraded if the probability of default, including by way of a transaction that Moody's would deem a distressed exchange, were to rise. The ratings could be upgraded if new management illustrates sustained performance improvement over several quarters, including higher earnings amid ongoing labor pressure. Additionally, an upgrade would be dependent on Thrive establishing a clear trajectory to positive free cash flow generation as supported by a sustained performance track record, with liquidity remaining adequate. Headquartered in Austin, Texas, Thrive Pet Healthcare is a national veterinary hospital consolidator, offering a full range of medical products and services. The company operates general, specialty and emergency practice facilities. It also operates a membership organization for veterinary practice owners, Veterinary Growth Partners (VGP), which supports over 7,000 affiliated and unaffiliated member hospitals, throughout the United Sates. The company generated revenues of over $1.2 billion for the twelve months ended September 30, 2023. Thrive is majority owned by private equity firm TSG Consumer Partners. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. TIMBER PHARMACEUTICALS: Completes Sale of Assets to LEO ------------------------------------------------------- Timber Pharmaceuticals, Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that on January 22, 2024, the U.S. Bankruptcy Court for the District of Delaware entered an order authorizing the Asset Sale pursuant to the terms of the Stalking Horse Agreement. Accordingly, the Company, and certain of its subsidiaries (collectively with the Company, the "Debtors") and the buyers closed the Asset Sale contemplated by the Stalking Horse Agreement, thereby completing the disposition of substantially all of the assets of the Company and its subsidiaries, including TMB-001. As previously disclosed, on November 17, 2023, in connection with the Chapter 11 Case, the Debtors, LEO Pharma A/S and LEO Spiny Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of LEO US Holding, Inc., a Delaware corporation (collectively with LEO Pharma A/S and LEO Spiny Merger Sub, Inc., "LEO") entered into a "stalking horse" asset purchase agreement. Pursuant to the terms of the Stalking Horse Agreement. the Debtors agreed to sell substantially all of the assets of the Company and its subsidiaries, including TMB-001, to LEO (the "Asset Sale"), for a purchase price of $14.35 million (the "Purchase Price") plus the assumption of certain liabilities, subject to approval by the Bankruptcy Court and other agreed-upon conditions. Upon the closing of the Asset Sale, the Purchase Price was paid by LEO, inter alia, through a credit bid of all outstanding obligations owed under the DIP Loan Agreement (as defined in the Stalking Horse Agreement) in the principal amount of $13.9 million (plus outstanding interest and fees owed thereunder). Accordingly, as of the closing of the Asset Sale, the DIP Loan Agreement was deemed satisfied and paid in full. Furthermore, effective as of the closing of the Asset Sale, each of John Koconis, Chief Executive Officer, President and Chairman of the Board, and Joseph Lucchese, Chief Financial Officer, Treasurer and Secretary, resigned from their respective executive officer and other employment positions they held with the Company and the Company's subsidiaries, as applicable, and assumed employment positions with LEO Spiny Merger Sub, Inc. Similarly, Alan Mendelsohn, Chief Medical Officer, as of the closing of the Asset Sale, no longer serves as Chief Medical Officer of the Company and any other positions with the Company's subsidiaries, as applicable and has been offered employment with LEO Spiny Merger Sub, Inc. About Timber Pharmaceuticals Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation -- http://www.timberpharma.com-- is a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI), facial angiofibromas (FAs) in tuberous sclerosis complex (TSC), and localized scleroderma. Timber Pharmaceuticals, Inc., and affiliates Timber Pharmaceuticals LLC and BioPharmX Inc. sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-11878) on Nov. 17, 2023. Timber Pharmaceuticals, Inc., disclosed total assets of $3,326,213 against total debt of $5,947,297. The Debtors tapped Morris, Nichols, Arhst & Tunnell LLP as bankruptcy counsel; Lowenstein Sandler LLP as special counsel; and VRS Restructuring Services LLC to provide a chief restructuring officer. Counsel to the DIP Lender, LEO US Holding, Inc., are Covington & Burling LLP and Cole Shotz P.C. TITAN CONCRETE: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Titan Concrete, Inc. to use cash collateral on an interim basis, in accordance with the budget. The Debtor has no traditional secured lender with a lien on substantially all assets with whom to negotiate the potential use of cash collateral order. In fact, a Uniform Commercial Code lien search did not reveal any creditor with a properly perfected security interest in the Debtor's cash. Instead, on July 17, 2023, the Debtor entered into what could be characterized as a factoring arrangement with Panthers Capital, wherein Panthers Capital provided $1.6 million in funds to the Debtor in exchange for $2.240 million in future accounts receivable. The Debtor has begun initial settlement discussions with Panthers Capital in an attempt to reach a consensual interim resolution, but only recently started those conversations after the Petition Date. The Debtor is directed to maintain money received from operations and cash collateral in a debtor-in possession operating account for the Debtor. The Debtor will use funds received from operations to pay expenses reasonably consistent with the Budget. A final hearing on the matter is set for March 12, 2024 at 9 a.m. A copy of the order is available at https://urlcurt.com/u?l=ntsTVT from PacerMonitor.com. About Titan Concrete Titan Concrete, Inc., a company in Carmel, N.Y., provides concrete and ready-mix services to commercial, industrial, residential and homeowner customers. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-35835) on Oct. 4, 2023, with $1 million to $10 million in both assets and liabilities. Samuel Dawidowicz serves as Subchapter V trustee. Judge Cecelia G. Morris oversees the case. Jeremy R. Johnson, Esq., at Polsinelli, PC represents the Debtor as legal counsel. Klestadt Winters Jureller Southard & Stevens, LLP and HBM Management Associates, LLC serve as the Debtor's bankruptcy and restructuring advisor, respectively. Marc Ross and Harry Malinowski of HBM serve as chief restructuring officers. TMS INTERNATIONAL: Moody's Affirms B2 CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Investors Service affirmed TMS International Corp.'s (TMS or TMS International) ratings, including its B2 corporate family rating, B2-PD probability of default rating, B1 rating on its senior secured term loan B4 and Caa1 rating on its senior unsecured notes. The ratings outlook remains stable. RATINGS RATIONALE TMS International's B2 corporate family rating is supported by its strong market position and regional diversity, downside protection afforded by its long-term contracts when volumes decline and its highly-variable cost structure. It also reflects the high margins generated by its Industrial and Environmental Services Group and its good liquidity. TMS International's credit profile is constrained by its somewhat weak interest coverage, reliance on the highly cyclical steel sector, an inability to fully pass through rising costs and its inconsistent free cash generation due to potential dividend payments and periodic capital spending at new mill sites in advance of cash flow generation from those sites. It also reflects its recent more aggressive financial policies including the debt funded acquisitions of Stein, LLC in December 2020 and Kent Environmental in January 2021 for a combined purchase price of $166.5 million and the payment of shareholder dividends in 2021-2022. After a challenging 2022, characterized by material inflationary cost pressures and limited cost pass throughs, TMS International's performance stabilized in 2023 leading to a modest increase in Moody's-adjusted EBITDA of $173 million in the LTM ended September 30, 2023 from $170 million in 2021. Pricing adjustments in the IESG segment helped TMS compensate for lower customer production volumes, lower sales of raw materials and higher operating costs. However, free cash flow remained negative in 2023, which along with interest expense mitigation initiatives, led the company to increase its borrowings under the ABL facility. Moody's anticipate that TMS' operating performance will improve modestly in 2024 with the Moody's-adjusted EBITDA rising to the range of $175 million - $180 million, driven by the full-year contribution from recently signed new contracts and incremental margin improvement from additional pricing adjustments. That said, the recent emergence of Phoenix Services from the bankruptcy with a substantially lower debt level will create a more competitive market environment for TMS and other steel mill services companies. Moody's expect TMS to generate moderate positive free cash flow in 2024 and use it to reduce the ABL borrowings, which should lead to slight improvement in leverage, to about 5x, and the interest coverage ratio to 1x in 2024 from 5.3x and 0.8x, respectively, as of September 30, 2023. While Moody's expect the company to utilize its free cash flow to pay down debt, additional acquisitions and shareholder dividends remain a risk. If the company's operating performance fails to improve or it continues to use free cash flow to fund dividends rather than debt repayments, then an outlook change or a downgrade could be considered. The company's metrics are somewhat weak for the B2 rating. However, the company is analyzed under Moody's steel industry methodology which calculates the interest coverage ratio utilizing EBIT instead of EBITDA. This assumes that most steel producers will spend an amount equal to their depreciation and amortization on capital expenditures in this capital-intensive sector, which is typically not the case for TMS as it spends an amount that is closer to its depreciation expense excluding growth investments. Therefore, its interest coverage is more accurately measured using EBITA-to-Interest, which was 1.1x during the LTM period ended September 30, 2023. TMS has a good liquidity profile, as of September 30, 2023, with $21 million of unrestricted cash and about $78 million available under its recently upsized $175 million asset-based revolving credit facility, net of $74 million of borrowings outstanding and $21.3 million in letters of credit. The eligible accounts receivable and inventory that comprise the collateral under the ABL facility supported a gross borrowing base of $171.6 million. Instrument-level ratings on the term loan and unsecured notes reflect their relative position in the company's capital structure. The B1 rating on the senior secured term loan reflects its first priority lien on fixed assets and second priority lien on accounts receivables and inventory. The ABL has a first lien on the latter collateral. The Caa1 rating on the senior unsecured notes reflects effective subordination to the secured debt in the company's capital structure. The rated instruments benefit from guarantees from the parent company and all material wholly-owned subsidiaries, but do not have guarantees from international subsidiaries. The international subsidiaries have grown in size in recent years as the company has expanded in these geographies. The stable ratings outlook reflects the expectation that TMS International's operating performance will moderately improve in 2024 and its credit metrics will remain commensurate with the rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS TMS International's ratings are not likely to experience upward pressure in the near term. However, the ratings would be considered for an upgrade if the company achieves substantially improved operating results and credit metrics. This would include maintaining a leverage ratio (Debt/EBITDA) below 4.5x and cash flow from operations less dividends above 13% of outstanding debt. The ratings would be considered for a downgrade if the company experiences a material reduction in borrowing availability or liquidity, or if its leverage ratio is sustained above 5.5x or cash flow from operations less dividends below 10% of outstanding debt. TMS International Corp., headquartered in Pittsburgh, PA., provides on-site steel mill services such as scrap management and preparation, semi-finished and finished material handling, metal recovery, slag handling, processing and sales, surface conditioning, raw materials procurement and logistics and raw material cost optimization. Through its Kent Environmental subsidiary, it also provides transportation and recycling, hydro excavation, vacuum and container management services for the industrial, chemical and petrochemical sectors. TMS International generated $1.94 billion in revenues for the twelve months ended September 30, 2023. TMS has been owned by The Pritzker Organization since late 2013. The principal methodology used in these ratings was Steel published in November 2021. TNT CYBER: Hires Turner Legal Group LLC as Legal Counsel -------------------------------------------------------- TNT Cyber Solutions, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nebraska to employ Turner Legal Group, LLC as counsel. The firm's services include: a. providing the Debtor with legal advice, representing the Debtor and preparing necessary documents in the areas of restructuring and bankruptcy; b. advising the Debtor with respect to its powers and duties in the continued management and operation of its businesses and properties; c. attending meetings and negotiating with creditors and other parties in interest; d. taking all necessary action to protect and preserve the Debtor's assets, including the prosecution of actions on behalf of the estate, the defense of any actions commenced against the estate, negotiations concerning litigation in which the Debtor may be involved, and objections to claims filed against the estate; e. preparing or coordinating preparation of legal documents necessary to administer the estate; f. taking any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; g. representing the Debtor in connection with any potential post-petition financing; h. appearing before the bankruptcy court, appellate courts and any other courts; and i. providing other necessary legal services related to the Debtor's Chapter 11 case. The firm will be paid at the rate of $315 per hour and will be reimbursed for out-of-pocket expenses incurred. The retainer fee is $12,000. Patrick Turner, Esq., an attorney at Turner Legal Group, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Patrick Turner, Esq. TURNER LEGAL GROUP, LLC 139 S. 144th Street, Suite 665 Omaha, NE 68010 Tel: (402) 690-3675 Email: pturner@turnerlegalomaha.com About TNT Cyber Solutions, LLC TNT Cyber Solutions, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Neb. Case No. 23-41217) on December 21, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by TURNER LEGAL GROUP, LLC. TOTAL AUTO: Wins Cash Collateral Access Thru Feb 16 --------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia, Alexandria Division, authorized Total Auto Financing LLC to use cash collateral, on an interim basis, in accordance with the budget, through February 16, 2024. American Credit Acceptance, LLC and Auto Finance Corporation assert an interest in the Debtor's cash collateral. As adequate protection under 11 U.S.C. Section 361 of the Bankruptcy Code, ACA and AFC will receive interest payments from the Debtor at the non-default rate of interest. AFC will receive interest payments as funds are received. The Debtor is ordered to maintain separate debtor-in-possession accounts for ACA and AFC so that all funds received from retail installment sales contracts in which ACA has a security interest and in which AFC has a security interest are not commingled. In addition, the Debtor will maintain at least one additional DIP account for its operating funds. A continued hearing on the matter is set for February 13 at 11 am. A copy of the order is available at https://urlcurt.com/u?l=Y3btod from PacerMonitor.com. About Total Auto Financing LLC Total Auto Financing LLC is in the business of automotive finance for sub-prime car purchasers using retail installment contracts. The Debtor was formed by two brothers- Elshan Bayramov and Babak Bayramov - on September 28, 2020. It provides loan portfolio management services for a $48 million loan portfolio employing 8 persons in the United States and 8 persons in the Bayramovs' native country of Azerbaijan. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-11867) on November 15, 2023. In the petition signed by Elshan Bayramov, member-manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Brian F. Kenney oversees the case. Martin C. Conway, Esq., at Conway Law Group, PC, represents the Debtor as legal counsel. UBO-TECHNOLOGIES: To Seek Plan Confirmation on Feb. 29 ------------------------------------------------------ Ubo-Technologies, LLC, sought and obtained approval of its motion to conditionally approve its Disclosure Statement and approve procedures for notice, solicitation and balloting, and set confirmation hearing and procedures. The hearing to consider confirmation of the Plan and final approval of the Disclosure Statement is slated for Feb. 29, 2024, at 1:30 p.m. at C. Clyde Atkins U.S. Courthouse, 301 N Miami Ave Courtroom 8 (LMI), Miami, FL 33128. Objection to confirmation of the Plan are due Feb. 26, 2024. The deadline to object to claims is Feb. 15, 2024. The Debtor proposes to set procedures for the confirmation of its recently filed Plan without delay. Pursuant to s 1125(f)(3) of the Bankruptcy Code, in a small business case "the court may conditionally approve a disclosure statement subject to final approval after notice and a hearing." 11 U.S.C. Sec. 1125(f)(3). The Disclosure Statement and Plan contain "adequate information" considering the nature of the Debtor's small business case. The Debtor believes that separate hearings on disclosure will create unnecessary delay and expenses related to the confirmation of the Plan and will provide no additional benefit to creditors. In addition, Debtor asserts that creditors will have sufficient notice and disclosure of the terms of the Plan in which to consider the terms of the Plan, cast their votes, and assert any objections prior to confirmation. Counsel for the Debtor: Chad Van Horn, Esq. Julia Osmolia, Esq. VAN HORN LAW GROUP, P.A. 500 N.E. 4th Street, Suite 200 Fort Lauderdale, FL 33301 Telephone: (954) 765-3166 Facsimile: (954) 756-7103 E-mail: chad@cvhlawgroup.com julia@cvhlawgroup.com About Ubo-Technologies Ubo-Technologies, LLC, manufactures water bottles. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-12848) on April 13, 2023. In the petition signed by Rakesh Guduru, founder and CEO, the Debtor disclosed $327,181 in assets and $2,521,279 in liabilities. The Hon. Bankruptcy Judge Laurel M. Isicoff oversees the case. Chad Van Horn, Esq., at Van Horn Law Group, P.A., is the Debtor's legal counsel. UNIQUE FITNESS: Case Summary & 12 Unsecured Creditors ----------------------------------------------------- Debtor: Unique Fitness Concepts, LLC 276 Noble Circle Vernon Hills, IL 60061 Chapter 11 Petition Date: January 29, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-01183 Judge: Hon. Jacqueline P Cox Debtor's Counsel: Nathan E. Delman, Esq. HORWOOD MARCUS BERK CHARTERED 500 W Madison St Suite 3700 Chicago, IL 60661 Email: ndelman@hmblaw.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Harvey Reich as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UCDFL3Y/Unique_Fitness_Concepts__LLC__ilnbke-24-01183__0001.0.pdf?mcid=tGE4TAMA URBAN EMPIRE: Seeks to Hire Houston Roderman as Bankruptcy Counsel ------------------------------------------------------------------ Urban Empire, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Houston Roderman, PLLC as its bankruptcy counsel. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in connection with its Chapter 11 case; (b) advise the Debtor with respect to its responsibilities in complying with the United States Trustee's operating guidelines, reporting requirements and with the bankruptcy code, the federal rules of bankruptcy procedure, applicable bankruptcy rules, including local rules, pertaining to the administration of the case; (c) prepare legal documents; (d) negotiate with creditors, prepare and seek confirmation of a plan of reorganization and related documents, and assist the Debtor with implementation of any plan; (e) review executory contracts and unexpired leases, if any; (f) negotiate and document any financing matters; (g) advise the Debtor regarding immediate litigation issues; (h) protect the interest of the Debtor in all matters pending before the court; and (i) undertake the filing and prosecution of any claims or actions against creditors or other third parties. The hourly rates of the firm's professionals are as follows: Bart Houston $595 Associates $450 Paraprofessionals $150 The firm received a retainer in the total amount of $30,000 from the Debtor. Bart Houston, Esq., an attorney at Houston Roderman, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bart A. Houston, Esq. Houston Roderman, PLLC 633 S. Andrews Ave., Suite 500 Ft. Lauderdale, FL 33301 Telephone: (954) 900-2615 Facsimile: (954) 839-9068 Email: bhoouston@thehooustonfirm.com About Urban Empire Urban Empire, LLC, a company in Fort Lauderdale, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20876) on December 29, 2023, with $1 million to $10 million in both assets and liabilities. Jaykaran Kambo, manager, signed the petition. Judge Scott M. Grossman oversees the case. Bart A. Houston, Esq., at Houston Roderman, PLLC represents the Debtor as legal counsel. VENTURE GLOBAL: S&P Rates $5.92BB Outstanding Senior Notes 'BB+' ---------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' rating on Venture Global Calcasieu Pass LLC's (VGCP) $5.92 billion outstanding senior notes. The recovery rating on the debt remains '2', indicating our expectation of substantial (70%-90%; rounded estimate: 75%) recovery in a default scenario. The outlook on the rating remains positive and reflects our expectation of raising the rating once the project successfully passes the 90-day lender reliability test (LRT) and declares the commercial operations date (COD). We expect a minimum debt service coverage ratio (DSCR) during operations of 1.41x. Venture Global Calcasieu Pass is a 10-million metric ton per year (MTPA) liquefaction facility on the Gulf Coast in Cameron Parish, La. The project is under construction, with the facility declared substantially complete as of Oct. 31, 2022. VGCP is unique because its construction is modular, with liquefaction modules built in overseas factories and fabrication yards. VGCP procures natural gas for the conversion and subsequent sale of liquefied natural gas (LNG). Once the project declares COD, it will sell LNG under long-term take-or-pay sales and purchase agreements (SPA). Key features include: -- A 10-MTPA nameplate liquefaction facility on the U.S. Gulf Coast; -- Situated on approximately 1,000 acres of land with over 1.5 miles of deep-water frontage at the mouth of the Calcasieu shipping channel adjacent to the Gulf of Mexico; -- Eight marine offloading sites; and -- Approximately $8 billion in capital deployed in support of this project as of Sept. 30, 2023. SPAs with 20-year terms (85%) with highly rated counterparties eliminate the majority of market risk and support the credit quality of the operations phase. The project benefits from strong full-payment and credit guarantees from highly rated construction counterparties and uncapped make goods from Kiewit Corp. and Baker Hughes. The chief risk to this project is the completion of the construction phase and demonstration that the facility can produce LNG consistently at or above nameplate capacity. This currently requires repairs and remediation work S&P discuss below. About 15% of capacity is contracted under shorter term three- and five-year contracts, which exposes VGCP to market risk upon expiration. Although we expect market prices to remain higher than currently contracted prices, this would present a risk should spot LNG prices deteriorate materially. The chief risk during the operations phase is operational risk and the ability to maintain production at or above 10 MTPA. Largely bullet-style debt increases refinancing risk. S&P said, "Due to reliability issues with on-site power, we now expect the project to declare commercial operations in December 2024 or Q1 2025. Although all 18 trains are currently running at close to full capacity and the project is exporting merchant cargoes sold at LNG spot prices, VGCP has not yet passed the lender reliability test or formally declared commercial operations mainly due to defective heat recovery steam generators (HRSGs) in the power island system. A root cause analysis by the project's independent technical consultants found that the five HRSGs have all experienced tube leaks due to a new welding process employed by General Electric (GE). We expect GE to permanently replace these faulty parts throughout 2024. In addition to the HRSG repairs, further work was needed on the pretreatment system and LNG tanks as well during 2023. The rectification and replacement work for HRSGs 1-5 constitutes a material delay of about two years to completion of the project from our original expectations." The project has notified lenders of a December 2024 target for Date Certain (legally binding date in the contract). S&P notes the possibility the LRT will be performed and completed after December 2024. Under this scenario, the LRT would need to be completed no later than March 31, 2025, at which point S&P'd expect the project to formally declare commercial operations and offtake contracts would go into force. S&P said, "Despite delays and arbitration proceedings, we do not expect offtakers to move to terminate SPAs. In March 2023, the project declared force majeure to remedy the aforementioned operational issues. While multiple offtakers have filed arbitration due to material delays in formally declaring COD and invoking the SPAs, it is premature to make a determination on the potential impact of the arbitration. At present, we still expect COD to be declared once remediation work is complete, and we expect the SPAs to go into force at that time. Based on current market fundamentals, VGCP's offtake contracts are substantially in the money for the counterparties, and we view it as very unlikely any offtaker would terminate its SPAs. "A strong contractual profile supports our expectations for stable cash flows upon full commercial operations. Our view of the project's credit quality primarily reflects its long-term, take-or-pay liquefaction contracts with highly rated off-takers. VGCP has 8.5 million MTPA contracted with Shell, BP, Repsol, PGNIG (now Orlen), Edison, and Galp for 20-year terms. An additional 1 MTPA is contracted via a three-year intermediate-term take-or-pay SPA with UNIPEC. The remaining 0.5 MTPA was contracted recently with CNOOC Gas & Power Singapore Trading & Marketing PTE Ltd. for a period of five years. We expect the project to recontract this 1.5 MTPA with highly rated counterparties as these contracts mature. "Since we deem the revenue counterparties replaceable, we take a weighted-average of the counterparty issuer credit ratings or credit estimates based on the proportion of revenue to determine the counterparty dependency assessment of 'a-' (which does not cap the operations phase assessment). We do not model excess capacity revenue above the 10 MTPA nameplate capacity of the plant. We expect that any excess sales would be distributed to equity and would not be used to repay debt. During operations, we expect high utilization rates and DSCRs that exceed 1.4x in all years based on contracted cash flow. "We expect VGCP to fully deleverage over its 20-year contract tenor with an average DSCR of 1.42x.We expect the project to have about $5.8 billion of adjusted debt on its balance sheet at year-end 2024. Given that VGCP's projected cash flow available for debt service remains largely fixed due to its long-term SPAs, we expect the project to pay down debt through scheduled amortization on the construction term loan and maintain strong DSCRs greater than 1.4x throughout the life of the project. As the project's bonds mature, we expect them to be refinanced into fully amortizing structures that are repaid by 2044, the end of the contractual profile. We also note that the project has about 97% of its construction term loan facility hedged, insulating it from exposure to increasing interest rates. However, the senior secured bonds tranches remain exposed to refinancing risk in line with S&P Global Ratings assumptions and high market interest rates. "The positive outlook reflects our expectation of raising the rating once the project passes the 90-day lender reliability test and declares COD. While we expect the project to declare commercial operations in the fourth quarter of 2024, we note that the scope of work introduces uncertainty into the timeline. Further delays in declaring COD would delay the timing of an investment-grade rating. "We could revise the outlook to stable if the project experienced material operational issues in operating the facility at full capacity such that achieving COD were further delayed or we believed the facility would be unable to achieve COD. "We would raise the rating once the project successfully passes the 90-day lender reliability test and formally declares COD. This would require confidence that all mechanical issues are resolved and the project can operate at full capacity according to the expected technical specifications." VENUS CONCEPT: EW Healthcare Partners, 8 Others Hold 50.9% Stake ---------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, EW Healthcare Partners, L.P. and affiliated entities reported beneficial ownership of shares of Venus Concept, Inc.'s Common Stock. Reporting Shares Beneficially Percent of Persons Owned Class EW Healthcare Partners, L.P. 4,610,257 50.9% EW Healthcare Partners-A, L.P. 4,610,257 50.9% Essex Woodlands Fund IX-GP, L.P. 4,610,257 50.9% Essex Woodlands IX, LLC 4,610,257 50.9% Martin P. Sutter 4,610,257 50.9% R. Scott Barry 4,610,257 50.9% Ronald Eastman 4,610,257 50.9% Petri Vainio 4,610,257 50.9% Steve Wiggins 4,610,257 50.9% According to Venus Concept's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 14, 2023, the number of shares of the Company's Common Stock outstanding on November 10, 2023 was 5,529,149 shares. For purposes of calculating the total outstanding shares of Common Stock on the date of filing of this Amendment No. 10, the Reporting Persons have included 1,598,721 shares of Common Stock issuable in connection with the Convertible Notes. A full-text copy of the Report is available at http://tinyurl.com/yjwf53av About Venus Concept Toronto, Ontario-based Venus Concept Inc. is an innovative global medical technology company that develops, commercializes, and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related practice enhancement services. The Company's aesthetic systems have been designed on a cost-effective, proprietary and flexible platform that enables the Company to expand beyond the aesthetic industry's traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. Venus Concept reported a net loss of $43.58 million in 2022 compared to a net loss of $22.14 million in 2021. As of Sept. 30, 2023, the Company had $98.92 million in total assets, $110.30 million in total liabilities, and a total stockholders' deficit of $12.17 million. Toronto, Canada-based MNP LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has reported recurring net losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. In its Quarterly Report for the three months ended Sept. 30, 2023, Venus Concept said the Company's recurring losses from operations and negative cash flows raise substantial doubt about the Company's ability to continue as a going concern within 12 months from the date that the unaudited condensed consolidated financial statements were issued. The global economy, including the financial and credit markets, has recently experienced extreme volatility and disruptions, including increasing inflation rates, rising interest rates, foreign currency impacts, declines in consumer confidence, and declines in economic growth. All these factors point to uncertainty about economic stability, and the severity and duration of these conditions on the Company's business cannot be predicted, and the Company cannot assure that it will remain in compliance with the financial covenants contained within its credit Facilities. VIASAT INC: BlackRock Reports 9.1% Stake as of Dec. 31 ------------------------------------------------------ BlackRock, Inc. disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of December 31, 2023, it beneficially owned 11,375,968 shares of Viasat, Inc.'s Common Stock, representing 9.1% of the shares outstanding. A full-text copy of the Report is available at http://tinyurl.com/395v6k67 About Viasat Inc. Viasat, Inc., headquartered in Carlsbad, California, operates a consumer satellite broadband internet business, an in-flight connectivity business, and provides satellite and related Communications, 0networking systems and services to government and commercial customers. Inmarsat operates a satellite communications network using L-band, Ka-band and S-band spectrum, and provides voice and data services to customers on land, at sea and in the air. Egan-Jones Ratings Company, on November 15, 2023, retained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Viasat, Inc. EJR also withdraws rating on commercial paper issued by the Company. WESCO AIRCRAFT: February 22 Plan Confirmation Hearing Set --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas approved the adequacy of the disclosure statement explaining the modified first amended joint Chapter 11 plan of Wesco Aircraft Holdings Inc. and its debtor-affiliates. A preliminary status conference in relation to further consideration of confirmation will be held on Feb. 22, 2024, at 4:00 p.m. (CST), solely by audio and video connection. Subject to the outcome of the preliminary status conference, a hearing to consider confirmation of the plan will be held on Feb. 27, 2024, at 9:00 a.m. (CST) before the Hon. Marvin Isgur in courtroom 404 at 515 Rusk Street, Houston, Texas 77002. The deadline for filing objections and voting on the Plan or opting out of the third-party releases is Feb. 15, 2024, at 5:00 p.m. (CST). As reported by the Troubled Company Reporter on Jan. 16, 2024, Wesco Aircraft Holdings, Inc., et al., submitted a Modified First Amended Joint Chapter 11 Plan and Disclosure Statement dated Jan. 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 https://www.kccllc.net, the claims agent. 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 $10billion 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. WESTJET LOYALTY: Moody's Rates New $1BB Secured Term Loan 'Ba3' --------------------------------------------------------------- Moody's Investors Service has assigned Ba3 rating to WestJet Loyalty LP's (WestJet Loyalty) proposed $1 billion senior secured term loan B due in 2031 with a stable outlook. WestJet Airlines Ltd.'s (WestJet) B2 corporate family rating, B2-PD probability of default rating, B1 backed senior secured first-lien term loan B, B1 backed senior secured first-lien revolving credit facility, and stable outlook have been reviewed in rating committee and remain unchanged. WestJet Loyalty plans to loan the proceeds of the proposed term loan B issuance to WestJet, via intercompany loan. WestJet intends to use the proceeds to repay a portion of the outstanding term loan B and for general corporate purposes. WestJet Loyalty - the issuer - is a new, wholly owned, indirect, bankruptcy-remote, special purpose entity subsidiary of WestJet. WestJet and the newly created special purpose entities (SPEs) – WestJet Loyalty Holding LP, WestJet Brand Holding LP, and WestJet Brand LP - will unconditionally guarantee WestJet Loyalty's debt obligations under the term loan B agreement on a joint and several basis. The proposed term loan B will be secured on first lien priority basis by WestJet Rewards (WestJet's loyalty program) including the intellectual property and customers data required to operate the program, cash revenue from WestJet Rewards points issuance, and WestJet's brand intellectual property. The proposed debt will also be guaranteed and secured on first lien priority basis by WestJet's equity interests in WestJet Loyalty, SPEs, license agreements, and operating and collection accounts. RATINGS RATIONALE WestJet's B2 CFR benefits from a leading position in the duopolistic Canadian air travel market, Moody's expectation that financial leverage (debt/EBITDA) will improve to around 4.8x in 2024, improved profitability as it undergoes new narrow-body fleet deliveries, and renewed focus as low-cost carrier with premium leisure offerings. The rating is constrained by execution risk with the integration of its recently acquired Sunwing Airlines Inc. (Sunwing), emerging low-cost carrier competition that could pressure air fares and yields, and private equity ownership that could lead to shareholder friendly transactions limiting cash flow available for deleveraging. WestJet has good liquidity through 2024. Sources of liquidity total about of CAD1.7 billion compared to about CAD550 million of uses. Pro forma for the transaction, sources are comprised of CAD1 billion of cash and cash equivalents (net of restricted cash and minimum regulatory requirement for tour operators), full availability under its $350 million (about CAD480 million) revolver expiring in Dec 2024 (which Moody's expects it to be upsized to $510 million and extended to 2029), and Moody's expectation of about CAD200 million of positive free cash flow over the next four quarters. These sources are sufficient to fund about CAD550 million of mandatory annual debt and lease repayments over the next four quarters. Sources of liquidity do not include WestJet's expectation of completing sale and leaseback transactions for its future aircraft deliveries or on existing aircraft, which if completed, will provide additional liquidity. WestJet's existing term loan B and revolver are secured by most of its assets and subject to a collateral coverage test which the company is currently above the minimum requirement. The proposed term loan B is subject to minimum liquidity covenant of CAD300 million and Moody's expects the company to remain compliant over the next 4 quarters. The B1 ratings on WestJet's term loan B and revolver are rated one notch above the CFR, reflecting its priority above the company's trade payables despite constituting the bulk of the debt capital structure. The term loan B and revolver have first lien security on substantially all the material assets of the company, excluding aircraft that secure Export Development Corporation (EDC) term loans. The Ba3 rating on the WestJet Loyalty's proposed term loan B reflects the essentialness of WestJet's brand and related intellectual properties for it to operate the business and the importance of WestJet Rewards to the company's day-to-day operations and cash flows. This view is balanced by a relatively lower recovery of the collateral if WestJet faces liquidation scenario, and the collateral assets are monetized to repay the proposed debt. The Ba3 rating is two notches above WestJet's CFR which reflects Moody's assumption of a lower probability of default relative to the company's other secured debt obligations, which are rated one notch lower at B1. The stable outlook reflects Moody's expectation that WestJet will be able to maintain good liquidity and improve its financial leverage to below 5x and interest coverage toward 3x through 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if the company demonstrates good track record of operating performance following Sunwing acquisition, debt/EBITDA sustained below 5x, and (Funds from operations plus interest)/interest is likely to approach 3.5x. The ratings could be downgraded if liquidity deteriorates, sustained negative impact on earnings and cash flows from softening of demand, debt/EBITDA is expected to be sustained above 6.5x, or if (Funds from operations plus interest)/interest is sustained below 2x. The principal methodology used in this rating was Passenger Airlines published in August 2021. WestJet Airlines Ltd. headquartered in Calgary, Alberta, is a private company owned by Onex Corporation, and is the second-largest Canadian air carrier, providing scheduled passenger services to destinations in Canada, the US, Central America, the Caribbean and Europe. WILLAMETTE VALLEY: Seeks Cash Collateral Access ----------------------------------------------- Willamette Valley Hops, LLC asks the U.S. Bankruptcy Court for the District of Oregon for authority to use cash collateral and provide adequate protection, for the period February 8, 2024 to July 8, 2024. The secured creditor is U.S. Bank N.A. and they have a UCC-1 filed in the Office of The Secretary of the State. The debt secured by the UCC-1 is approximately $1.3 million. Creditor has a blanket lien on all accounts, accounts receivable and equipment of the Debtor. The Debtor had approximately $650,000 of accounts and accounts receivable as of the date of filing. As and for adequate protection, U.S. Bank will be granted a security interest and replacement lien, dollar for dollar, in all the post-petition accounts and account receivables to replace their security interest and liens in the collateral to the extend of pre-petition cash collateral utilized by the Debtor during the pendency of the bankruptcy proceeding. In additional as adequate protection, Debtor will pay US Bank a monthly payment of $11,000. A hearing on the matter is set for February 8, 2024 at 1:30 p.m. A copy of the order and the Debtor's budget is available at https://urlcurt.com/u?l=BD12AM from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $25,956 for February 2024; $25,956 for March 2024; $25,956 for April 2024; and $25,956 for May 2024. About Willamette Valley Hops, LLC Willamette Valley Hops, LLC is a family owned and operated premium hop product distributor, established in 2008 and located in the heart of the Willamette Valley. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 24-60110) on January 19, 2024. In the petition signed by Paul Stevens, managing member, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Peter C. Mckittrick oversees the case. Ted A. Troutman, Esq., at Troutman Law Firm, PC, represents the Debtor as legal counsel. [*] Blank Rome Announces Five New Leadership Appointments --------------------------------------------------------- Blank Rome LLP announced five new leadership appointments, effective January 1, 2024: -- Regina Stango Kelbon, Business Department Co-Chair -- Matthew "Matt" J. Comisky, Philadelphia Office Co-Chair -- William "Will" J. Dorsey, Vice Practice Group Leader, Corporate Litigation group -- Andrew "Andy" T. Hambelton, Co-Practice Group Leader, General Litigation group -- Lauren E. O'Donnell, Co-Practice Group Leader, General Litigation group "We are thrilled that Regina, Matt, Will, Andy, and Lauren have assumed their new leadership roles at Blank Rome," said Grant S. Palmer, Blank Rome's Chair and Managing Partner. "The five partners are terrific role models, continuously seeking opportunities for growth, providing outstanding client service, mentoring junior lawyers, reinforcing our firm's culture of collaboration, advancing the law in their respective areas of practice, and giving back to our communities. They will bring great enthusiasm to their new positions and further contribute to the success of Blank Rome." Regina Stango Kelbon joins partners Gary R. Goldenberg and Joseph T. Gulant as co-chair of Blank Rome's Business Department, overseeing more than 300 attorneys across the firm's 15 offices. She is a partner in the in the firm's Finance, Restructuring, and Bankruptcy group and served as co-chair of the group from 2011-2018. Having spent her entire career at Blank Rome, Regina has served in many firm leadership positions. In addition to her role as co-chair of the Business Department, she also serves as a member of the partner board and distribution and executive committees and is the immediate past co-chair of the Philadelphia office. Regina also plays a significant role in shaping the firm's culture by providing avenues for mentorship and actively participating in the firm's affinity group BR Women and related initiatives, including the Women's Leadership Summit, Women's Business Development Academy, and Women's Forum Bootcamp Series. In her practice, Regina is a highly regarded bankruptcy and restructuring attorney, recognized by Chambers as a "Star Individual" for her competency, innovative thinking, and client advocacy. She is active in the bankruptcy community, serving on several committees of leading industry organizations. For example, Regina is a Fellow of the prestigious American College of Bankruptcy where she serves as the National Chair of the Education Committee for all Circuits, is co-chair of the American Bar Association's Business Bankruptcy Subcommittee on Corporate Governance, and is a member of the Philadelphia/Wilmington Chapter of the Turnaround Management Association where she is a past chair and current member of the Networking Organization of Women. Matt Comisky will co-chair the Philadelphia office with current co-chair, partner Alan L. Zeiger. Matt, a partner in the firm's Real Estate group, has deep roots at Blank Rome, having started as an associate at the firm nearly three decades ago. Additionally, Matt's father, the late Marvin Comisky, was one of the founding partners of Blank Rome, revered for his decades of leadership and instrumental role in building the firm's strong and inclusive culture. Matt has extensive experience in all facets of complex real estate transactions and is a member of the American College of Real Estate Lawyers, a Fellow of the American College of Mortgage Attorneys, and ranked as a leading real estate attorney by Chambers. In addition to this leadership role, Matt also serves as co-chair of the firm's Well-being Committee. Matt and Alan will focus on the continued strategic growth of the Philadelphia office and foster the firm's high-performance and collaborative culture. Will Dorsey joins co-chairs Ana Tagvoryan and Joseph T. Gulant in leading the Corporate Litigation group. At Blank Rome, Will is a founding member of the Chicago office, helps lead the firm's banking litigation practice, and serves as a mentor to several associates and junior partners. In his practice, Will is a nationally recognized trial lawyer who has tried more than 75 cases to judgment in a career spanning more than two decades. Clients across the country turn to Will for high-stakes commercial finance, real estate, mergers and acquisitions, and executive compensation and non-compete disputes. Crain's Chicago Business recognized Will in 2022 as a Notable Gen X Leader in Accounting, Consulting, and Law for his contributions to the Chicago legal profession, the firm's banking and real estate litigation teams, and the community. Andy Hambelton and Lauren O'Donnell join Dominique L. Casimir, Michael A. Iannucci, and Christopher "Chris" J. Petersen as co-practice group leaders of the General Litigation group. Andy and Lauren both joined Blank Rome in 2010 as litigation associates and were elevated to partners in 2019. Andy concentrates his practice on complex commercial litigation in state and federal courts nationwide and before arbitration panels. He also routinely advises clients on litigation avoidance strategies. Andy supports the firm's commitment to pro bono and has represented pro bono clients in matters related to natural disasters, civil rights, and domestic relations. He has also served as a mentor during the annual Center for Urban Business Entrepreneurship at Brooklyn Law School Innovators Invitational, a legal tech startup competition for New York City-area law students. Throughout her tenure at the firm, Lauren has stepped into several leadership positions and currently serves on the firm's recruiting and retention committee and previously served as co-chair of the summer associate program in 2015. As a litigator, Lauren regularly counsels clients in white collar criminal defense matters, internal investigations, and healthcare fraud and abuse. She also regularly handles products liability cases, defending companies in federal and state litigation. Lauren also dedicates time to pro bono service, most notably having represented a client at his resentencing and ultimately securing his release, after he had been initially sentenced as a juvenile to life in prison without the possibility of parole, as well as having secured the dismissal and release of a client on double jeopardy grounds after she was charged with murdering her abusive boyfriend in self defense and the trial court improperly declared a mistrial. [*] David Hong Joins Paul Hastings' Restructuring Practice ---------------------------------------------------------- Building upon its premier global financial restructuring practice, Paul Hastings LLP on Jan. 29 disclosed that restructuring and special situations partner David K. Hong has joined the firm as a partner in New York. Mr. Hong joins from Kirkland & Ellis LLP, where he advised clients through complex debt finance, distressed/stressed situations, event-driven investments, private credit transactions, and credit default swap (CDS) transactions across the capital spectrum-in both cash and synthetic credit products. "David's roles as a sophisticated private practitioner at the top of the market and a critical member of the legal and investing teams at an elite fund are a powerful combination and will add more talent to our deep roster," said Kris Hansen, Financial Restructuring co-chair. "David's creativity and depth of experience also will greatly benefit our clients in the ever-expanding liability management market," added Jayme Goldstein, Financial Restructuring co-chair. Mr. Hong brings valuable client-side perspective with experience as senior investment counsel at King Street Capital Management, LP, a leading global credit-oriented investment firm, where he identified structuring credit and derivative transactions while also leading many of the firm's most successful and high-profile stressed and distressed investments. Mr. Hong's work in complex liability transactions spans more than 20 years and includes clients such as Envision Healthcare, West Marine, and WernerCo. "Paul Hastings' restructuring practice is a market leader," said Mr. Hong. "I'm excited to join this incredible team of elite lawyers and help contribute to the firm's ongoing focus on offering differentiated, commercial, and actionable advice to clients and building premier platforms. I'm particularly looking forward to collaborating with the attorneys at Paul Hastings to creatively structure credit transactions that are value-additive to clients." Mr. Hong is the most recent partner to join the global restructuring practice, following the addition of former KKR managing director Will Needham and Helena Potts in London, and the high-profile 18-partner financial restructuring team who joined from Stroock & Stroock & Lavan LLP in 2022. As one of the most prominent and sophisticated teams in the world, Paul Hastings' financial restructuring practice has extensive experience representing the most cutting-edge financial institutions in complex, high-profile restructurings, workouts, and insolvency matters worldwide and is leading or involved in some of the most prominent, news-making matters such as representing the Official Committee of Unsecured Creditors for FTX and WeWork Inc., as well as serving as special counsel to crypto platform Voyager Digital. About Paul Hastings With widely recognized elite teams in finance, mergers & acquisitions, private equity, restructuring and special situations, litigation, employment, and real estate, Paul Hastings is a premier law firm providing intellectual capital and superior execution globally to the world's leading investment banks, asset managers, and corporations. For more information, visit http://www.paulhastings.com/ [*] Jeremy Finkelstein Joins Dorsey & Whitney's Restructuring Group ------------------------------------------------------------------- Jeremy Finkelstein has joined Dorsey & Whitney LLP as a Partner in the Finance & Restructuring group in New York City, the international law firm announced on Jan. 29. Mr. Finkelstein focuses his practice on representing corporate trust and banking institutions as indenture trustees and agents in connection with domestic and cross-border debt capital markets transactions. He has experience representing clients in connection with secured and unsecured project financings. He has also worked with secured and unsecured creditors and disbursing agents in various defaulted debt, restructuring, and bankruptcy matters. Mr. Finkelstein comes to Dorsey from Bryan Cave Leighton Paisner LLP, where he was a partner. He also worked for eight years in the corporate trust department of a large banking corporation in New York. Mr. Finkelstein received his J.D. from Brooklyn Law School and his B.S. from the University of Michigan. "Jeremy is a leader in advising corporate trust institutions and clients who use their services, making him an excellent addition to our overall Finance and Restructuring practice and our deep experience in corporate trust matters," said Bill Stoeri, Managing Partner of Dorsey & Whitney. "We continue to add key talent in Dorsey's New York office, as demonstrated by the arrival of Jeremy and the recent addition of Corporate and Securities attorney Megan Penick." "The opportunity to join Dorsey with its strong focus on the financial industry was something I could not pass up," said Jeremy Finkelstein. "I look forward to building on Dorsey's successful finance, indenture, and escrow work while engaging with the Bankruptcy and Restructuring and Project Development and Finance teams to further serve our clients." About Dorsey & Whitney LLP Clients have relied on Dorsey as a valued business partner since 1912. With locations across the United States and in Canada, Europe, and the Asia-Pacific region, Dorsey provides results-oriented, grounded counsel for its clients' legal and business needs. Dorsey represents a number of the world's most successful companies from a wide range of industries, including banking & financial institutions; development & infrastructure; energy & natural resources; food, beverage & agribusiness; healthcare & life sciences; and technology. [*] Real Estate Foreclosure Auction Set for Feb. 22 --------------------------------------------------- A real estate foreclosure auction for a 39,410 +/- sf mixed-use Commercial/Office Building - Parking lot at 187 State Street & Main Street, U.S. Route 1, Presque Isle, Maine, on Feb. 22, 2024, at 11: a.m. on the premises. A $50,000 deposit to bid in cash or certified U.S. Funds, made payable to Keenan Auction Co., Inc., 30 day closing. For additional terms and a property information package visit https://www.KeenanAuction.com or call (207) 885-5100 and request by auction #24-20. Keenan Auction can be reached at: Keenan Auction Co., Inc. 2063 Congress Street Portland, ME 04102 Tel: (207) 885-5100 Email: info@keenanauction.com [*] Robert Hirsh Joins Norton Rose Fulbright's New York Office -------------------------------------------------------------- Global law firm Norton Rose Fulbright on Jan. 29, 2024, disclosed that bankruptcy and restructuring lawyer Robert M. Hirsh has joined the firm as a partner in the New York office. Mr. Hirsh focuses his practice on debtor-in-possession financing, exit financing and distressed and special situation financing. In addition, he has substantial experience in Chapter 11 proceedings, representing creditor committees, acquirers, fiduciaries, indenture trustees, bondholders, boards of directors and other significant parties in complex restructurings both in and out of court. With more than 25 years of experience spanning a wide array of industries, Mr. Hirsh has a particular emphasis on life sciences and healthcare (including long-term care and senior living), energy (including oil and gas), mining and exploration, manufacturing, e-commerce and hospitality. Jeff Cody, Norton Rose Fulbright's US Managing Partner, said: "I am pleased to welcome Rob to Norton Rose Fulbright. He will enhance our bankruptcy capabilities in New York, an important market where we are focused on further growth." Ryan Manns, Norton Rose Fulbright's US Co-Head of Restructuring, commented: "Rob is a widely respected and seasoned restructuring lawyer with impressive experience representing clients in all aspects of complex Chapter 11 proceedings. He will be an immediate asset to our nationally-recognized bankruptcy practice and will enhance our global offering." Mr. Hirsh, who joins from Lowenstein Sandler, said: "Norton Rose Fulbright's deep bench of bankruptcy and finance practitioners along with an unmatched global platform provide an exciting opportunity for me and my practice. I am excited to collaborate with my new colleagues across the firm as I continue advising clients through their most challenging bankruptcy cases." Licensed in New York and New Jersey, Mr. Hirsh received his law degree from Brooklyn Law School and his bachelor's degree cum laude from Brandeis University. About Norton Rose Fulbright Norton Rose Fulbright -- http://www.nortonrosefulbright.com-- provides a full scope of legal services to the world's preeminent corporations and financial institutions. The global law firm has more than 3,000 lawyers advising clients across more than 50 locations worldwide, including Houston, New York, London, Toronto, Mexico City, Hong Kong, Sydney and Johannesburg, covering the United States, Europe, Canada, Latin America, Asia, Australia, Africa and the Middle East. With its global business principles of quality, unity and integrity, Norton Rose Fulbright is recognized for its client service in key industries, including financial institutions; energy, infrastructure and resources; technology; transport; life sciences and healthcare; and consumer markets. [*] Seyfarth Shaw Launches Restructuring & Insolvency Practice -------------------------------------------------------------- Seyfarth Shaw LLP continues the national expansion of its Corporate department -- launching a Restructuring & Insolvency practice and growing its Servicing & Special Servicing practice with three prominent partners, Jason DeJonker, Scott Olson and Richard ("Rick") White. Mr. DeJonker, who will chair the new practice, is based in Chicago, and Olson is in San Francisco. Both are returning to Seyfarth where they were previously partners. White, who is in Atlanta, joins the Servicing & Special Servicing practice, which advises clients on issues involving securitization, tax, securities law, defeasance, and loan assumptions and was created last summer. They all join the firm from Bryan Cave Leighton Paisner LLP where they were partners. The addition of their team continues the firm's strategic growth with a dozen lawyers joining the Corporate practice in the past year. "The formal launch of our Restructuring practice and the addition of Jason, Scott and Rick further demonstrates our commitment to growing our corporate and other transactional practices and deepening our strength in many of our core practice areas," said Lorie Almon, Seyfarth's chair and managing partner. "They successfully work across key practices, including real estate, corporate and litigation, and they will help grow this practice from coast to coast." Seyfarth's multidisciplinary Restructuring & Insolvency team has wide-ranging experience spanning debt restructuring, financial reorganization, special situations, loan workouts, distressed asset transactions, and bankruptcy litigation, with a focus on multijurisdictional, complex cases. All three new partners will work closely with the firm's Real Estate practice. "We are extremely excited to have Jason and Scott return to Seyfarth. They, along with Rick, are exceptional lawyers and strengthen our ability to serve clients in every phase of the market cycle and all layers of the capital stack," said Steven R. Meier, chair of the firm's Corporate department. "We have been intentional about finding and bringing on talent in all of the country's major banking centers, and with this team, that will be accelerated." "This is a great opportunity to grow this practice with both a tremendous platform and group of lawyers," said DeJonker, who was the global chair of BCLP's banking sector, the co-global practice group leader of its Finance Transactions, and a member of the BCLP Board. "And for Scott and me, we are personally thrilled to be coming back to Seyfarth where we spent more than 10 years combined as partners." "In addition to being great lawyers, this highly accomplished team is a great cultural fit with the firm," said Paul P. Mattingly, national chair of the Real Estate department. "Their energy and enthusiasm for serving clients is infectious and will be a catalyst for continued growth in this area." Mr. DeJonker focuses on restructuring and insolvency/special situations, transport and asset finance, finance, real estate, and real estate finance, and his practice sits at the intersection of corporate, litigation and real estate. He counsels clients on structuring distressed transactions, providing advice to corporate management and boards of directors on fiduciary duty issues, and helping private equity and traditional lender clients in structuring commercial real estate and commercial and industrial loans. Mr. DeJonker previously held leadership positions with the National Asian Pacific American Bar Association, the Asian American Bar Association of Greater Chicago, the Leadership Council on Legal Diversity, and the Chicago Committee for Minorities in Large Law Firms. He earned both his JD and BA from the University of Illinois. Mr. Olson has extensive experience in bankruptcy and insolvency matters and regularly acts on behalf of secured and unsecured creditors in commercial bankruptcy proceedings nationwide. He counsels bank and non-bank lenders and other financial institutions on complex finance transactions including asset-based loans, cash-flow loans, and other credit facilities. He received his JD from the University of Notre Dame and his BA from Stanford University. Mr. White counsels lenders, primary servicers, master servicers, and special servicers in all aspects of CMBS loan servicing and matters related to defaulted real estate loans and troubled assets. His practice centers around structured finance and servicing matters relating to commercial and residential mortgage-backed securities. He also represents loan originators and issuers in securitization matters. Mr. White earned his JD from Washington University and his BA from Duke University. About Seyfarth With more than 900 lawyers across 18 offices, Seyfarth Shaw LLP provides top tier advisory, litigation, and transactional legal services to clients worldwide. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- 99 ACQUISITION G NNAGU US 77.1 (2.2) 0.4 AEMETIS INC AMTX US 277.4 (200.0) (35.9) AEON BIOPHARMA I AEON US 17.6 (121.7) 2.7 AGRINAM ACQUISIT AGRI/U CN 31.5 (15.3) (15.3) 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 63,058.0 (5,202.0) (8,490.0) AON PLC-CLASS A AON US 33,112.0 (486.0) 403.0 ARMATA PHARMACEU ARMP US 112.8 (12.4) 14.7 AULT DISRUPTIVE ADRT/U US 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 (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 BRIDGEMARQ REAL BRE CN 68.2 (52.9) 8.3 BRINKER INTL EAT US 2,474.8 (156.3) (364.5) BROOKFIELD INF-A BIPC CN 10,973.0 (764.0) (3,410.0) BROOKFIELD INF-A BIPC US 10,973.0 (764.0) (3,410.0) CALUMET SPECIALT CLMT US 2,804.8 (197.6) (456.8) CAPRICOR THERAPE CAPR US 37.2 (1.8) (3.4) CARDINAL HEALTH CAH US 43,710.0 (3,490.0) (377.0) CARGO THERAPEUTI CRGX US - - - CARVANA CO CVNA US 7,025.0 (202.0) 1,791.0 CEDAR FAIR LP FUN US 2,318.6 (565.8) (141.1) CENTRUS ENERGY-A LEU US 644.7 (24.0) 194.6 CHENIERE ENERGY CQP US 18,072.0 (973.0) (195.0) CINEPLEX INC CGX CN 2,225.6 (30.2) (252.1) CINEPLEX INC CPXGF US 2,225.6 (30.2) (252.1) COMMUNITY HEALTH CYH US 14,674.0 (893.0) 1,099.0 COMPOSECURE INC CMPO US 195.0 (238.8) 75.4 CONSENSUS CLOUD CCSI US 706.5 (199.3) 107.5 COOPER-STANDARD CPS US 2,029.0 (57.4) 258.8 CORNER GROWTH AC COOLU US 4.7 (4.6) (3.5) CORNER GROWTH AC COOL US 4.7 (4.6) (3.5) CPI CARD GROUP I PMTS US 292.1 (56.7) 115.2 CYTOKINETICS INC CYTK US 740.6 (438.8) 483.7 DELEK LOGISTICS DKL US 1,709.5 (139.2) 32.3 DELL TECHN-C DELL US 83,264.0 (2,570.0) (11,890.0) DENNY'S CORP DENN US 479.8 (35.8) (56.0) DIGITALOCEAN HOL DOCN US 1,425.1 (358.8) 287.2 DINE BRANDS GLOB DIN US 1,659.6 (273.7) (120.5) DOMINO'S PIZZA DPZ US 1,619.5 (4,141.5) 232.7 DOMO INC- CL B DOMO US 208.2 (150.8) (80.6) DROPBOX INC-A DBX US 3,010.6 (350.3) 270.3 EMBECTA CORP EMBC US 1,214.4 (821.7) 395.6 ENGENE HOLDINGS ENGN US 0.0 (0.1) (0.1) ETSY INC ETSY US 2,449.2 (622.5) 795.0 EVOLUS INC EOLS US 168.0 (19.4) 43.5 FAIR ISAAC CORP FICO US 1,593.5 (725.8) 132.2 FAT BRANDS I-CLB FATBB US 1,275.5 (228.7) (102.3) FAT BRANDS-CL A FAT US 1,275.5 (228.7) (102.3) 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 FG ACQUISITION-A FGAA/U CN 3.6 (17.0) (5.1) 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) 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 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 MARBLEGATE ACQ-A GATE US 8.2 (12.3) (0.3) MARBLEGATE ACQUI GATEU US 8.2 (12.3) (0.3) 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 N/A CORZ US 705.5 (418.7) (177.9) NATHANS FAMOUS NATH US 65.6 (35.4) 40.0 NEW ENG RLTY-LP NEN US 386.2 (64.7) - NIOCORP DEVELOPM NB CN 26.1 (6.7) (14.2) NIOCORP DEVELOPM NB US 26.1 (6.7) (14.2) NORTHERN STAR -A NSTB US 16.9 (0.4) (2.6) NORTHERN STAR IN NSTB/U US 16.9 (0.4) (2.6) NOVAGOLD RES NG CN 133.3 (8.2) 123.3 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 REVIVA PHARMACEU RVPH US 5.4 (8.5) (7.6) 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 RMG ACQUISITION RMGCU US 7.0 (11.0) (7.5) RMG ACQUISITION RMGC US 7.0 (11.0) (7.5) 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 7,149.0 (1,814.0) 99.0 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) SOCIAL LEVERA-A SLAC US 16.5 8.3 (6.1) SOCIAL LEVERAGE SLACU US 16.5 8.3 (6.1) 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) TRANSAT A.T. TRZBF US 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 TRULEUM INC TRLM US 2.0 (2.3) (2.9) 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. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***