/raid1/www/Hosts/bankrupt/TCR_Public/240201.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, February 1, 2024, Vol. 28, No. 31
Headlines
ACCO BRANDS: Egan-Jones Retains B+ Senior Unsecured Ratings
ACCONCI STUDIO: Voluntary Chapter 11 Case Summary
APARTMENT INVESTMENT: Egan-Jones Retains BB+ Sr. Unsecured Ratings
APPLIED DNA: Terminates Equity Distribution Deal With Maxim Group
ARCLINE FM: S&P Affirms 'B' Rating on First-Lien Term Loan
ARRIVAL: Receives Suspension, Delisting Notice From Nasdaq
ATLANTIC & PACIFIC: Creditors Can Continue $67-Mil. Clawback Suit
AUDACY INC: S&P Assigns 'BB+' rating on $32MM DIP Term Loan
AVANTAX INC: Egan-Jones Retains B+ Senior Unsecured Ratings
BATH & BODY: Egan-Jones Retains BB Senior Unsecured Ratings
BEAZER HOMES: Egan-Jones Retains BB- Senior Unsecured Ratings
BELLEROPHON THERAPEUTICS: Raises Going Concern Doubt
BERGIO INTERNATIONAL: Hires Olayinka Oyebola as New Auditor
BIFM UK: S&P Rates Subsidiary's US$885MM Term Loan 'B'
BRAZOS DELAWARE II: Moody's Affirms 'B1' CFR, Outlook Stable
CALAMP CORP: Egan-Jones Retains CCC- Senior Unsecured Ratings
CANO HEALTH: BlackRock Has 6.1% Stake as of Dec. 31
CAPSTONE INVESTMENTS: Voluntary Chapter 11 Case Summary
CAREISMATIC BRANDS: $125MM DIP Loan from Jefferies Has Interim OK
CARPENTER TECHNOLOGY: Egan-Jones Retains BB- Sr. Unsecured Ratings
CBDMD INC: Posts $26.9 Million Net Loss in FY Ended Sept. 30
CENTRAL GARDEN: Egan-Jones Retains BB Sr. Unsecured Debt Ratings
COHERENT INC: Egan-Jones Retains BB- Senior Unsecured Ratings
COMTECH TELECOM: Egan-Jones Retains B- Senior Unsecured Ratings
CONSOLIDATED ENERGY: Moody's Alters Outlook on 'B1' CFR to Negative
CORECIVIC INC: Egan-Jones Retains BB+ Senior Unsecured Ratings
COSMOS HEALTH: Registers 4.87M Shares for Potential Resale
CUMULUS MEDIA: Moody's Lowers CFR to Caa1 & Alters Outlook to Neg.
DCQW LLC: Seeks Court Nod to Sell Las Vegas Property for $376,000
DISH NETWORK: Creditors Say Debt Swap Is Fraudulent
DW TRUMP: Voluntary Chapter 11 Case Summary
ECHOSTAR CORP: Egan-Jones Retains BB- Senior Unsecured Ratings
ELEMENT CONSTRUCTION: Seeks to Sell Idaho Property by Auction
FORGOTTEN BOARDWALK: Seeks Cash Collateral Access Thru Feb 29
GAMESTOP CORP: Egan-Jones Retains CC Senior Unsecured Ratings
GEO. J. & HILDA: Seeks Cash Collateral Access
GEORGE WESTON: Egan-Jones Retains BB+ Senior Unsecured Ratings
GRAY TELEVISION: S&P Rates New $1.19BB Sr. Sec. Term Loan F 'BB'
HALLIBURTON CO: Egan-Jones Retains BB- Sr. Unsecured Ratings
HILTON WORLDWIDE: Egan-Jones Retains BB Senior Unsecured Ratings
HOVNANIAN ENTERPRISES: Egan-Jones Retains B- Sr. Unsecured Ratings
HUDSON RIVER: S&P Alters Outlook to Positive, Affirms 'BB-' ICR
INTERDIGITAL INC: Egan-Jones Retains BB+ Senior Unsecured Ratings
JACK IN THE BOX: Egan-Jones Retains B- Senior Unsecured Ratings
KAREN LANDSCAPING: Unsecured Creditors to Get $20K over 6 Months
LIVEONE INC: Board Appoints Aaron Sullivan as Full-Time CFO
LOGANSPORT MACHINE: Files Emergency Bid to Use Cash Collateral
LUMEN TECHNOLOGIES: S&P Downgrades ICR to 'CC', Outlook Negative
MAC AUTO: Case Summary & 10 Unsecured Creditors
METHANEX CORP: Egan-Jones Retains BB Senior Unsecured Ratings
MGM RESORTS: Egan-Jones Retains B Senior Unsecured Ratings
MILFORD REGION MEDICAL CENTER: S&P Lowers ICR to 'B', Outlook Dev.
MLCJR LLC: Completes Sale of Assets to W&T Offshore
MULLEN AUTOMOTIVE: Mullen 3, Class 3 EV Truck Now CARB Certified
MUZIK INC: Unsecured Creditors Will Get 16.2% of Claims in Plan
NAVIGANT DEVELOPMENT: Voluntary Chapter 11 Case Summary
NEKTAR THERAPEUTICS: Egan-Jones Retains CCC- Sr. Unsecured Ratings
NEW INSIGHT: S&P Stays 'CCC-' ICR on New M&G Assessment
NICMAR INDUSTRIES: Court OKs Bid Rules for Sale of Assets
NOBLE FINANCE II: Moody's Hikes CFR to Ba3 & Unsecured Notes to B1
NORDSTROM INC: Egan-Jones Retains B+ Senior Unsecured Ratings
OWENS-ILLINOIS GROUP: Egan-Jones Retains B+ Sr. Unsecured Ratings
PANOCHE ENERGY: S&P Lowers Senior Secured Bonds Rating to 'B+'
PARRS ENTERPRISES: Seeks Court Nod to Sell Property for $760,000
PCS & ESTIMATE: Seeks Cash Collateral Access
PLOURDE SAND: U.S. Trustee Unable to Appoint Committee
POST HOLDINGS: Egan-Jones Retains B Senior Unsecured Ratings
PRESCOTT WHISPERING: Unsecureds to Recover 100% in Sale Plan
PROTERRA INC: Completes Sale of Transit Assets to Phoenix Motor
RAMBUS INC: Egan-Jones Hikes Senior Unsecured Ratings to B+
REMARK HOLDINGS: Amends Bylaws to Reduce Meeting Quorum Requirement
REMARK HOLDINGS: Inks 5-Year Cloud Services Deal With Microsoft
RIDER UNIVERSITY: Moody's Cuts Issuer & Rev. Bond Ratings to Caa1
RRG INC: Case Summary & 20 Largest Unsecured Creditors
SDS COLCON: U.S. Trustee Appoints Creditors' Committee
SEATTLE SOLUTIONS: Sale Proceeds & Operating Revenues to Fund Plan
SEMINOLE HOSPITAL: Moody's Lowers Issuer & GOLT Ratings to Caa1
SINTX TECHNOLOGIES: Inks Development Agreement With U.S. Army
SL GREEN REALTY: S&P Alters Outlook to Negative, Affirms 'BB+' ICR
SLEEP GALLERIA: Unsecured Claims Under $2K to Recover 50% in Plan
SONOCO PRODUCTS: Egan-Jones Retains BB+ Senior Unsecured Ratings
SPIRIT AIRLINES: Appeals Ruling Blocking $3.8B Merger with JetBlue
STONEX GROUP: Egan-Jones Retains B+ Senior Unsecured Ratings
SUNPOWER CORP: Egan-Jones Retains BB Senior Unsecured Ratings
SVB FINANCIAL: Egan-Jones Retains D Senior Unsecured Ratings
SYSTEM1 INC: S&P Upgrades ICR to 'CCC+' Following Debt Repurchase
TEGNA INC: Egan-Jones Retains CCC+ Senior Unsecured Ratings
TELUS CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB+
TITAN INTERNATIONAL: Egan-Jones Retains BB+ Sr. Unsecured Ratings
TOUCHDOWN HOLDINGS: Moody's Assigns 'B2' CFR, Outlook Stable
UKG INC: Moody's Lowers Rating on First Lien Loans to 'B2'
UXIN LIMITED: To Hold Extraordinary General Meeting on March 1
V.F. CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB+
VAIL RESORTS: Egan-Jones Retains B+ Senior Unsecured Ratings
VILLAGE GATE: Case Summary & 11 Unsecured Creditors
WALKER & DUNLOP: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable
WESCO INTERNATIONAL: Egan-Jones Retains BB- Sr. Unsecured Ratings
WESTERN DIGITAL: Egan-Jones Lowers Senior Unsecured Ratings to BB
WESTJET LOYALTY: Moody's Rates New $500MM First Lien Notes 'Ba3'
WHITETAIL DEVELOPMENT: Property Sale Proceeds to Fund Plan
WILLSCOT MOBILE: S&P Places 'BB' ICR on CreditWatch Negative
WORKDAY INC: Egan-Jones Lowers Unsecured Ratings to BB+
YOLKED LLC: Has $225,000 Deal to Sell Property to FRISCOSL
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
ACCO BRANDS: Egan-Jones Retains B+ Senior Unsecured Ratings
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Egan-Jones Ratings Company, on January 11, 2024, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by ACCO Brands Corp. EJR also withdraws the rating
on commercial paper issued by the Company.
Headquartered in Lake Zurich, Illinois, ACCO Brands Corp. Acco
Brands Corporation manufactures office products.
ACCONCI STUDIO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Acconci Studio Inc.
20 Jay Street
Brooklyn NY 11201
Chapter 11 Petition Date: January 31, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-40494
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Douglas Pick, Esq.
PICK & ZABICKI LLP
369 Lexington Avenue 12th Floor
New York City NY 10017
Tel: (212) 695-6000
Email: dpick@picklaw.net
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Maria Acconci as president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/FYRG3MY/Acconci_Studio_Inc__nyebke-24-40494__0001.0.pdf?mcid=tGE4TAMA
APARTMENT INVESTMENT: Egan-Jones Retains BB+ Sr. Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on January 2, 2024, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Apartment Investment & Management Company.
Headquartered in Denver, Colorado, Apartment Investment &
Management Company is a self-administered and self-managed real
estate investment trust.
APPLIED DNA: Terminates Equity Distribution Deal With Maxim Group
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Applied DNA Sciences, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that effective Jan. 30, 2024,
the Company terminated the Equity Distribution Agreement Maxim
Group LLC by providing a notice of termination to the Agent in
accordance with the terms of the Equity Distribution Agreement.
On Nov. 7, 2023, Applied DNA entered into an Equity Distribution
Agreement with Maxim Group, as sales agent, pursuant to which the
Company may, from time to time, issue and sell shares of its common
stock, in an aggregate offering price of up to $6,397,939 through
the Agent. Under the terms of the Equity Distribution Agreement,
the Agent may sell the shares of common stock at market prices by
any method that is deemed to be an "at the market offering" as
defined in Rule 415 under the Securities Act of 1933, as amended.
90,027 shares of common stock were sold pursuant to the Equity
Distribution Agreement.
About Applied DNA
Applied DNA Sciences, Inc. -- http//www.adnas.com -- is a
biotechnology company developing technologies to produce and detect
deoxyribonucleic acid ("DNA"). Using the polymerase chain reaction
("PCR") to enable both the production and detection of DNA, the
Company operates in three primary business markets: (i) the
manufacture of synthetic DNA for use in nucleic acid-based
therapeutics; (ii) the detection of DNA in molecular diagnostics
testing services; and (iii) the manufacture and detection of DNA
for industrial supply chain security services.
Melville, NY-based Marcum LLP, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated Dec. 7,
2023, citing that the Company has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
ARCLINE FM: S&P Affirms 'B' Rating on First-Lien Term Loan
----------------------------------------------------------
S&P Global Ratings affirmed its 'B' issue-level rating on Arcline
FM Holdings LLC's (Fairbanks Morse Defense [FMD]) proposed upsized
first-lien term loan due 2028. The '3' recovery rating remains
unchanged, indicating its expectation for meaningful (50%-70%;
rounded estimate: 50%) recovery in the event of a default.
S&P said, "At the same time, we affirmed our 'CCC+' issue-level
rating on FMD's second-lien term loan due 2029. The '6' recovery
rating remains unchanged, indicating our expectation for negligible
(0%-10%; rounded estimate: 0%) recovery in the event of a default.
"The company plans to upsize its existing first-lien term loan by
$125 million while also rolling the $209 million incremental term
loan it issued in November 2023 into the facility. We expect FMD
will use the proceeds from the additional debt to pay down a
portion of its second-lien term loan, which leads us to view the
transaction as leverage neutral. We also expect the transaction to
reduce the company's interest expense."
S&P's 'B' issuer credit rating on FMD is unchanged.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- FMD's proposed capital structure will comprise a $1.3 billion
first-lien term loan due 2028, a $130 million second-lien term loan
due 2029, and a $90 million asset-based lending (ABL) revolver due
2026 (not rated).
-- S&P values the company on a going-concern basis using a 5x
multiple of its projected emergence EBITDA.
-- Other key assumptions at default include SOFR of 2.5% and the
ABL revolver is 60% drawn.
Simulated default assumptions
-- Simulated year of default: 2027
-- EBITDA at emergence: $152 million
-- EBITDA multiple: 5x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $720
million
-- Valuation split (obligors/nonobligors): 100%/0%
-- Collateral value available to lenders of first-lien debt: $665
million
-- First-lien debt claims: $1.3 billion
--Recovery expectations: 50%-70% (rounded estimate: 50%)
-- Collateral value available to lenders of second-lien debt: $0
-- Second-lien debt claims: $160 million
--Recovery expectations: 0%-10% (rounded estimate: 0%)
ARRIVAL: Receives Suspension, Delisting Notice From Nasdaq
----------------------------------------------------------
Arrival announced that it received a letter from The Nasdaq Stock
Market LLC on Jan. 26, 2024, notifying the Company of NASDAQ's
decision to suspend trading in the Company's securities at the open
of business on Jan. 30, 2024, and file with the U.S. Securities and
Exchange Commission a Form 25 Notification of Delisting to remove
the Company's securities from listing on NASDAQ. The foregoing
decision was the result of the Company not being in compliance with
NASDAQ's continued listing standards, which deficiencies were
previously disclosed by the Company, and the failure to submit a
remediation plan related thereto.
The Company also received a notice of acceleration from the trustee
under the indenture governing the Company's 3.50% Convertible
Senior Notes due 2026, in light of the previously disclosed default
related to the failure to make the Dec. 1, 2023 interest payment
thereon.
About Arrival
Arrival's mission is to master a radically more efficient New
Method to design, produce, sell and service purpose-built electric
vehicles, to support a world where cities are free from fossil fuel
vehicles. Arrival's in-house technologies enable a unique approach
to producing vehicles using rapidly-scalable, local Microfactories.
Arrival (Nasdaq: ARVL) is a joint stock company governed by
Luxembourg law.
Arrival reported a loss of EUR1.10 billion in 2021, a loss of
EUR83.22 million in 2020, and a loss of EUR48.10 million in 2019.
Arrival filed with the Securities and Exchange Commission a
Notification of Late Filing on Form 12b-25 with respect to its
Annual Report on Form 20-F for the fiscal year ended Dec. 31, 2022.
The Company will not, without unreasonable effort and expense, be
able to file its Form 20-F within the prescribed time period as the
Company requires additional time to compile the necessary
disclosure and financial information to complete the Form 20-F
filing, including management's assessment of the Company's internal
control over financial reporting as of Dec. 31, 2022. Such delay
results in part from the diversion of the attention of management
and other personnel responsible for the preparation of the Form
20-F to fundraising and business combination transactions. As a
result of the Company's delay, KPMG LLP, the Company's independent
registered public accounting firm, will also need additional time
to complete its audit procedures.
ATLANTIC & PACIFIC: Creditors Can Continue $67-Mil. Clawback Suit
-----------------------------------------------------------------
Ben Zigterman of Law360 reports that the official committee of
unsecured creditors in the 2015 bankruptcy of supermarket chain The
Great Atlantic & Pacific Tea Co. can continue with its $67 million
clawback suit against pharmaceutical company McKesson Corp. a New
York bankruptcy judge said Thursday, January 18, 2024.
About The Great Atlantic &
Pacific Tea Company
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well-known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors.
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
15-23007) after reaching deals for the going concern sales of 120
stores. As of Feb. 28, 2015, the Debtors reported total assets of
$1.6 billion and liabilities of $2.3 billion. Judge Robert D.
Drain of the U.S. Bankruptcy Court for the Southern District of New
York presides over the 2015 cases.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
AUDACY INC: S&P Assigns 'BB+' rating on $32MM DIP Term Loan
-----------------------------------------------------------
S&P Global Ratings assigned a 'BB+' rating to the $32 million
debtor-in-possession (DIP) term loan provided to Audacy Capital
Corp., the borrower, and a subsidiary of radio broadcaster Audacy
Inc.
The 'BB+' DIP issue-level rating on Audacy's DIP term loan reflects
our view of the credit risk borne by the DIP lenders.
This risk includes:
-- The company's ability to meet its financial requirements during
bankruptcy through S&P's debtor credit profile (DCP) assessment.
-- The prospects for full repayment through the company's
reorganization and emergence from Chapter 11 via S&P's capacity for
repayment at emergence (CRE) assessment.
-- The potential for full repayment in a liquidation scenario via
S&P's additional protection in a liquidation scenario (APLS)
assessment.
S&P said, "We based our 'b+' DCP assessment on our business risk
profile assessment of vulnerable and financial risk profile
assessment of significant. Our business risk assessment reflects
the secular decline of broadcast radio advertising and the nascency
of Audacy's digital revenue streams. Audacy's broadcast radio
revenue has faced steep declines since 2020 due to the pandemic,
supply chain issues, and most recently an advertising recession
(brought on by geopolitical events, elevated inflation, and
interest rates). Audacy's broadcast radio revenue has
underperformed its peers due to its higher percentage of stations
in large urban markets, which can behave more like national markets
than local markets (national advertising faced double-digit
declines in 2023, while local was down single digits). S&P expects
broadcast radio spot revenue (excluding political) will recover to
about 67% of 2019 (pre-pandemic) levels in 2024, before declining
annually in the low single-digit percent area as advertising
dollars continue shifting toward other alternatives (primarily
online advertising).
Given the expected ongoing shift in advertising dollars, Audacy has
made significant investments in its digital capabilities over the
past couple of years (such as its audio streaming platform and
podcasting). However, it has yet to earn fully commensurate
revenues. As a result, Audacy's digital contribution margin was
about 5% in 2023. S&P expects digital profitability will improve
over the next several years as the company's digital revenue ramps
but expect consolidated margins will remain significantly lower
than before the pandemic, with S&P Global Ratings-adjusted EBITDA
margins of 14%-15% going forward, compared to about 25% in 2019.
While digital revenue currently contributes about 22% of Audacy's
total revenue, it generates less than one quarter the amount of
digital revenue than iHeartMedia Inc. (the largest radio company in
the U.S.).
S&P said, "Our financial risk assessment reflects a substantially
reduced debt burden during bankruptcy due to a stay on prepetition
debt (about $1.9 billion) and the comparatively lower amount of DIP
debt ($32 million). Our debt calculation includes an assumed full
draw on the company's $100 million accounts receivable facility and
approximately $240 million of estimated operating lease
liabilities. Our financial risk assessment also incorporates our
view that the company's cash flow and leverage could be volatile
and weaker than we expect if revenue growth does not materialize as
we expect in the second half of 2024. This could occur if weak
macroeconomic conditions persist, causing the current advertising
recession to persist, or intense competition limits the company's
digital revenue growth.
"Our CRE assessment indicates DIP debt coverage of above 250%,
resulting in a two-notch uplift to the DCP. Our CRE assessment
addresses the hypothetical question of whether the company could
attract sufficient third-party financing at the time of emergence
to repay the DIP debt in full. Given our estimated valuation (using
an enterprise value approach) relative to the amount of DIP debt,
we believe Audacy will likely be able attract exit financing
sufficient to repay the DIP term loan upon emergence.
"Our APLS assessment indicates more than 125% total value coverage,
resulting in a one-notch uplift to the DCP. Our DIP methodology
allows the potential for an additional notch up if we believe the
DIP debt would be fully repaid, even in a scenario where the debtor
is unable to successfully reorganize. Our APLS assessment indicates
sufficient coverage of the DIP term loan in a liquidation
scenario."
AVANTAX INC: Egan-Jones Retains B+ Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on January 2, 2024, withdrew its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by Avantax, Inc. EJR also withdrew its 'A3' rating on
commercial paper issued by the Company.
Headquartered in Coppell, Texas, Avantax, Inc. operates as a
technology-enabled financial service company.
BATH & BODY: Egan-Jones Retains BB Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on January 16, 2024, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by Bath & Body Works LLC. EJR also withdrew the
rating on commercial paper issued by the Company.
Headquartered in Columbus, Ohio, Bath & Body Works LLC retails
personal care products.
BEAZER HOMES: Egan-Jones Retains BB- Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on January 16, 2024, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Beazer Homes USA, Inc. EJR also withdrew the
rating on commercial paper issued by the Company.
Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. designs,
builds, and sells single family homes in the Southeast, Southwest,
and South Central regions of the United States.
BELLEROPHON THERAPEUTICS: Raises Going Concern Doubt
----------------------------------------------------
Bellerophon Therapeutics, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q, disclosing a
net loss and comprehensive loss of $1.92 million for the three
months ended September 30, 2023, compared to a net loss and
comprehensive loss of $5.07 million for the same period in 2022.
For the nine months ended September 30, 2023, the Company incurred
a net loss and comprehensive loss of $4.24 million compared to a
net loss and comprehensive loss of $14.82 million for the same
period in 2022.
As of September 30, 2023, the Company had $4.98 million in total
assets, $1.26 million in total liabilities, and $3.72 million in
total stockholders' equity.
In the course of its development activities, Bellerophon has
sustained operating losses and expects such losses to continue for
the foreseeable future based on its current operations.
"On June 5, 2023, we announced top-line results from our Phase 3
REBUILD clinical trial evaluating the safety and efficacy of
INOpulse for the treatment of Interstitial Lung Disease. The trial
did not meet its primary endpoint and the secondary endpoints
demonstrated minimal difference between the two groups with none
approaching statistical significance. Based on these findings, we
decided to terminate the REBUILD Phase 3 clinical study and
withdraw patients from all of our ongoing INOpulse development
programs. In connection with the termination of the clinical study,
we approved a reduction-in-force of substantially all of our
employees, including officers which was substantially completed by
September 30, 2023. Affected employees were offered separation
benefits, including severance payments along with temporary
healthcare coverage assistance. Severance and termination-related
costs of approximately $0.8 million were recorded in the second
quarter of 2023, as a component of general and administrative
expenses. Additional severance and termination-related costs of
approximately $0.5 million were recorded in the three months ended
September 30, 2023. Our Chief Executive Officer has agreed to
remain employed by us until November 15, 2023 or such later date if
extended by us in our discretion," Bellerophon stated.
Bellerophon had unrestricted cash and cash equivalents of $4.4
million as of September 30, 2023. The Company's existing cash and
cash equivalents as of September 30, 2023 will be used primarily to
fund the termination of the Phase 3 trial of INOpulse for fILD and
execute the Plan of Dissolution, as approved by the Company's board
of directors on October 12, 2023, and subject to the approval of
the Company's stockholders. Bellerophon intends to hold a special
meeting of stockholders on December 11, 2023, to seek stockholder
approval of the Plan of Dissolution.
"We evaluated whether there are any remaining conditions and
events, considered in the aggregate, that raise substantial doubt
about our ability to continue as a going concern within one year
beyond the filing of this Quarterly Report on Form 10-Q. Based on
such evaluation and our current plans, we believe that our existing
cash and cash equivalents as of September 30, 2023 will not be
sufficient to satisfy our operating cash needs for at least one
year after the filing of this Quarterly Report on Form 10-Q.
Accordingly, substantial doubt about our ability to continue as a
going concern exists," Bellerophon stated.
A copy of the Company's Form 10-Q is available at
http://tinyurl.com/35h8c7rm
Meanwhile, in a Subscription and Investment Representation
Agreement entered into by Bellerophon and a single accredited
investor on January 25, 2024, the investor expressed awareness that
there is substantial doubt about the Company's ability to continue
as a going concern. According to the investor, it is aware that the
Company has limited cash and cash equivalents and that there is
substantial doubt about the Company's ability to continue as a
going concern.
Pursuant to the Subscription and Investment Representation
Agreement, Bellerophon agreed to issue and sell one share of the
Company's Series A Preferred Stock, par value $0.01 per share, to
the investor for $1.00 in cash. The sale was completed and settled
on January 25, 2024.
A full-text copy of the filing is available at
http://tinyurl.com/29tuts9h
About Bellerophon
Warren, NJ-based Bellerophon Therapeutics, Inc. until recently, was
a clinical-stage therapeutics company focused on developing
innovative products that address significant unmet medical needs in
the treatment of cardiopulmonary diseases.
BERGIO INTERNATIONAL: Hires Olayinka Oyebola as New Auditor
-----------------------------------------------------------
Bergio International, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Jan. 26, 2024, the
Board of Directors of the Company received notice from BF Borgers
CPA, PC, the independent registered public accounting firm of the
Company, that they were resigning as the Company's registered
accounting firm effective immediately, following the appointment by
the Company of Olayinka Oyebola & Co., effective Jan. 24, 2024 as
its new registered accounting firm.
The reports of Borgers on the financial statements of the Company
for the fiscal years ended Dec. 31, 2022, and 2021, did not contain
any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principles.
During the Company's fiscal years ended Dec. 31, 2020, and 2021,
and through July 15, 2022, there were no disagreements, within the
meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under
the Securities Exchange Act of 1934 and related instructions
thereto between the Company and Borgers on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Borgers, would have caused Borgers to make
reference to the subject matter of the disagreements in connection
with its audit reports on the Company's financial statements.
During the Company's past fiscal years ended Dec. 31, 2022, and
2021, and the interim period through Sept. 30, 2023, Borgers did
not advise the Company of any of the matters specified in Item
304(a)(1)(v) of Regulation S-K.
On Jan. 24, 2024, the Company engaged Olayinka Oyebola & Co as its
independent accounting firm to provide its report for the fiscal
year ended Dec. 31, 2023, effective immediately.
For the fiscal years ended Dec. 31, 2022 and 2021 and during the
subsequent interim periods through Oct. 31, 2023, neither the
Company nor anyone acting on behalf of the Company had consulted
Olayinka regarding either: (i) the application of accounting
principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
the Company’s financial statements, nor did Olayinka provide a
written report or oral advice to the Company that Olayinka
concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of
a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions) or a reportable event (as described
in Item 304(a)(1)(v) of Regulation S-K).
About Bergio International
Based in Fairfield, New Jersey, Bergio International, Inc. --
www.bergio.com -- designs, manufactures, and retails, jewelry
products.
Bergio International reported a net loss of $3.26 million for the
year ended Dec. 31, 2022, compared to a net loss of $3.56 million
for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company
had $9.47 million in total assets, $4.52 million in total
liabilities, and $4.95 million in total stockholders' equity.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 30, 2023, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
The Company had a net loss attributable to Bergio International,
Inc. and cash used in operations of $1,544,003 and $886,156,
respectively, for the nine months ended Sept. 30, 2023.
Additionally, the Company had an accumulated deficit of
approximately $21.2 million and working capital deficit of
approximately $2.9 million at Sept. 30, 2023. These factors raise
substantial doubt about the Company's ability to continue as a
going concern for a period of twelve months from the issuance date
of this report.
BIFM UK: S&P Rates Subsidiary's US$885MM Term Loan 'B'
------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '4'
recovery rating to BIFM UK Buyer Ltd.'s subsidiary British
Columbia-based BIFM CA Buyer Inc.'s new US$885 million term loan
due 2028. The recovery rating indicates our expectation of average
(30%-50%; rounded estimate 35%) recovery in our simulated default.
The company will use proceeds from the new debt to refinance the
existing first-lien term loan due 2026 and paying down the
second-lien term loan due 2027. Pro forma the transaction, BIFM
will only have term loan and the revolving credit facility in its
capital structure.
S&P said, "Our 'B' issuer credit rating is unchanged and reflects
our view that an extended debt maturity profile enhances the
company's financial flexibility as it executes growth initiatives.
We expect the company's operating performance will continue to
improve from its broad suite of largely diverse services and
resilient contractual relationships."
ISSUE RATINGS—RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario incorporates the assumption
that BIFM will default in 2026, reflecting intense competition,
pricing pressure, customer attrition, inefficient cost management,
and weak macroeconomic conditions.
-- S&P assumes that BIFM would be reorganized or be sold as a
going concern as opposed to being liquidated because the company
would likely retain greater value as an ongoing entity.
-- S&P believe that if BIFM were to default, there would remain a
viable business model driven by BIFM's market position, broad suite
of service offering, customer relationships, and expertise in the
IFM market.
-- S&P's recovery analysis also incorporates the fact that the
first-lien creditors are secured by about 60% of BIFM's enterprise
value, since a part of the company's assets/cash flows is under
non-U.S. and Canadian subsidiaries, which have provided a 65%
security pledge. Since there is no debt at the non-U.S. and
Canadian subsidiaries, all value flows to current debtholders.
-- S&P's recovery analysis yields a net default enterprise value
of about C$515 million.
-- S&P bases this on a 5.5x multiple of about C$99 million of
emergence EBITDA estimate and 5% administrative expenses.
-- S&P has used capex as 0.5% of sales compared with the 2%
default assumption in its recovery criteria, reflecting BIFM's
minimum capital investment requirements.
-- The first-lien senior secured claim has a '4' recovery rating,
indicating S&P's expectation for average (30%-50%; rounded
estimate: 35%) recovery in the event of a default, leading to an
issue-level rating of 'B'.
Simulated default assumptions
-- Simulated year of default: 2026
-- EBITDA at emergence about C$99 million
-- EBITDA multiple: 5.5x
Simplified waterfall
-- Gross recovery value: C$542 million
-- Net recovery value after administrative expenses (5%): about
C$515 million
-- Obligor/nonobligor valuation split: 60%/40%
-- Recovery value (collateral/noncollateral): C$443 million/C$72
million
-- Priority claims: Not applicable
-- Recovery value available for first lien senior secured claims
(collateral/noncollateral): C$443 million
-- Estimated senior secured claims: C$1.33 billion
-- Recovery range: 30%-50% (rounded estimate: 35%)
Notes: All debt amounts include six months of prepetition
interest.
BRAZOS DELAWARE II: Moody's Affirms 'B1' CFR, Outlook Stable
------------------------------------------------------------
Moody's Investors Service affirmed Brazos Delaware II, LLC's
Corporate Family Rating at B1, Probability of Default Rating at
B1-PD, and senior secured 1st lien term loan rating at B1 and
maintained the stable outlook.
"The affirmation of Brazos' ratings and continued stable outlook
reflects Moody's expectation that the management team is committed
to reducing debt to offset lower EBITDA and maintain the company's
leverage profile," commented Jonathan Teitel, a Moody's Senior
Analyst.
RATINGS RATIONALE
Brazos' B1 CFR reflects modest scale and volume risks offset by
good liquidity and long-term fee-based contracts with a large
amount of dedicated acreage. The company's revenue is supported by
customers' acreage dedications in the highly economic Delaware
Basin within the broader Permian Basin. Revenue is concentrated
among top customers, but these include strong producers from both a
credit profile and operational capability perspective. The company
has contracts that are long-term with fixed fees, but the company
has volume risk. Most of the company's natural gas contracts have
price escalators tied to CPI. Brazos generates a portion of revenue
from its own sale of processed residue gas, natural gas liquids and
condensate recovered while processing natural gas, and this portion
of revenue will fluctuate with commodity prices. During 2023,
EBITDA decreased because of delays in customer drilling schedules
and lower gross margin from commodities that the company sold for
its own account. In 2024, Moody's expects EBITDA will remain lower
than previously expected based on activity levels on the company's
acreage. However, Moody's expects operating activities will be at a
level that supports solid free cash flow generation in 2024.
Providing support to the rating is Moody's expectation that the
Brazos management team is committed to reducing gross debt to
offset lower EBITDA and maintain the company's leverage profile.
Moody's expects Brazos to maintain good liquidity into 2025,
supported by its cash balance, positive free cash flow and an
undrawn revolver. As of September 30, 2023, the company had $89
million of cash on its balance sheet. Also, as of September 30,
2023, the company had an undrawn $150 million revolver due 2028.
The revolver and term loan have minimum debt service coverage ratio
covenants of 1.1x. The revolver has a maximum super senior leverage
ratio covenant of 1.25x. Moody's expect Brazos to maintain good
cushion to these covenants into 2025.
Brazos' senior secured term loan due 2030 is rated B1, the same
rating level as the CFR, because it comprises the preponderance of
the company's debt. As of September 30, 2023, the term loan had an
outstanding principal balance of $796 million (the original term
loan was $800 million). The $150 million revolver due 2028
(unrated) has a super priority ranking over the term loan. Moody's
expects Brazos to generate solid free cash flow and not to rely on
borrowing under its revolver. Greater than expected usage of the
revolver or an increase in the size of the revolver (though not
expected) could result in a downgrade of the term loan rating.
The stable outlook reflects Moody's expectation that the management
team is committed to reducing gross debt to offset lower EBITDA and
maintain the company's leverage profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include significantly
increased scale, debt/EBITDA below 3.5x, consistent positive free
cash flow and maintenance of good liquidity, and conservative
financial policies.
Factors that could lead to a downgrade include debt/EBITDA above
4.5x, negative free cash flow, weakening liquidity, or more
aggressive financial policies.
Brazos, headquartered in Fort Worth, Texas, is a privately held
company that owns a natural gas and crude oil midstream
infrastructure system in the Delaware Basin in Texas, within the
broader Permian Basin. Brazos is majority-owned by North Haven
Infrastructure Partners II for which Morgan Stanley Infrastructure,
Inc. is advisor and manager. The Williams Companies, Inc. (Baa2
stable) owns 15% of Brazos.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
CALAMP CORP: Egan-Jones Retains CCC- Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on January 4, 2024, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by CalAmp Corp. EJR also withdraws the rating on
commercial paper issued by the Company.
Headquartered in Irvine, California, CalAmp Corp. delivers wireless
access and computer technologies.
CANO HEALTH: BlackRock Has 6.1% Stake as of Dec. 31
---------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, BlackRock, Inc. reported that 176,830 shares of common
stock of Cano Health, Inc., representing 6.1 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/1364742/000108636424005540/us13781y2028_012924.txt
About Cano Health
Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a primary
care-centric, technology-powered healthcare delivery and population
health management platform. Founded in 2009, with its headquarters
in Miami, Florida, Cano Health is transforming healthcare by
delivering primary care that measurably improves the health,
wellness, and quality of life of its patients and the communities
it serves through its primary care medical centers and supporting
affiliated providers.
Cano Health reported a net loss of $428.39 million in 2022, a net
loss of $116.74 million in 2021, a net loss of $71.06 million in
2020, and a net loss of $19.78 million in 2019.
In its Quarterly Report for the period ended Sept. 30, 2023, Cano
Health said its management has evaluated the significance of
certain conditions in relation to the Company's ability to meet its
obligations and has concluded that there is substantial doubt about
the Company's ability to continue as going concern within one year
after the date that the financial statements were issued. Cano
Health also said its ability to continue as a going concern is
contingent upon, among other things, successful execution of
management's intended plan over the next 12 months to improve its
liquidity and profitability.
* * *
As reported by the TCR on Aug. 17, 2023, S&P Global Ratings lowered
its issuer credit rating on Cano Health Inc. to 'CCC-' from 'B-'.
S&P said, "We based our negative outlook on our expectation for
continued weak operating performance and cash flow deficits. Given
the company's current liquidity position, we believe there is
heightened risk of a near-term default such as a bankruptcy filing,
debt restructuring, or missed interest payment."
CAPSTONE INVESTMENTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Capstone Investments, LLC
9702 Ginger Place Drive
Baton Rouge, LA 70817-7600
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: January 31, 2024
Court: United States Bankruptcy Court
Middle District of Louisiana
Case No.: 24-10064
Debtor's Counsel: Ryan J. Richmond, Esq.
STERNBERG, NACCARI & WHITE, LLC
450 Laurel Street
Suite 1450
Baton Rouge, LA 70801
Tel: (225) 412-3667
Fax: (225) 286-3046
Email: ryan@snw.law
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David J. Wascom as managing member.
A copy of the Debtor's list of 20 largest unsecured creditors is
now available for download at PacerMonitor.com.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/A6BLOII/Capstone_Investments_LLC__lambke-24-10064__0001.0.pdf?mcid=tGE4TAMA
CAREISMATIC BRANDS: $125MM DIP Loan from Jefferies Has Interim OK
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
Careismatic Brands, LLC and affiliates to use cash collateral and
obtain postpetition financing, on an interim basis.
New Trojan Parent, Inc., an affiliate of the Debtor, is permitted
to obtain postpetition financing pursuant to a senior secured,
superpriority, debtor-in-possession multi-draw term loan facility
from a consortium of lenders and Jefferies Finance LLC, as
administrative agent and collateral agent, consisting of (i) term
loans in an aggregate principal amount of $125 million, of which
$50 million will be available immediately upon entry of the Interim
Order and an additional $75 million will be available following
entry of the Final Order and in accordance with the DIP Credit
Agreement.
The DIP facility is due and payable through the earlier of:
(i) nine months from the Interim Order Entry Date;
(ii) the earlier of the effective date and the date of the
substantial consummation of a plan of reorganization in the Chapter
11 Cases that has been confirmed by a Bankruptcy Court order;
(iii) the date the Bankruptcy Court orders the conversion of the
bankruptcy case of any of the Credit Parties to a Chapter 7
liquidation;
(iv) the acceleration of the Loans or termination of the
Commitments hereunder, including, without limitation, as a result
of the occurrence of an Event of Default; or
(v) the date that is 30 days after the Interim Order Entry
Date if the Final Order Entry Date will not have occurred by that
date.
The Debtors are required to comply with these milestones:
(a) as soon as practicable, but in no event later than the
date that is five calendar days after the Petition Date, the Court
must have entered the Interim DIP Order;
(b) as soon as practicable, but in no event later than the
date that is 30 calendar days after the Petition Date, the Court
must have entered the Final DIP Order;
(c) as soon as practicable, but in no event later than the
date that is 45 calendar days after the Petition Date, the Company
Parties must have filed a Plan and Disclosure Statement;
(d) as soon as practicable, but in no event later than the
date that is 90 calendar days after the Petition Date, the
Bankruptcy Court must have entered the Disclosure Statement Order;
and
(e) as soon as practicable, but in no event later than the
date that is 120 calendar days after the Petition Date, the
Bankruptcy Court must have entered the Confirmation Order.
Prepetition, the Debtors are parties to several loan agreements:
-- On January 6, 2021, the Debtors entered into a First Lien
Credit Agreement with UBS AG, Stamford Branch, as administrative
agent and collateral agent. As of the Petition Date, the
Prepetition First Lien Loan Parties were indebted to the
Prepetition First Lien Secured Parties in the aggregate amount of
not less than approximately $690 million.
-- On January 6, 2021, the Debtors entered into a Second Lien
Credit Agreement with UBS AG, Stamford Branch, as administrative
agent and collateral agent. As of the Petition Date, the
Prepetition Second Lien Loan Parties were indebted to the
Prepetition Second Lien Secured Parties in the aggregate amount of
not less than $110 million.
As adequate protection for the use of cash collateral, the
Prepetition First Lien Loan Parties and the the Prepetition Second
Lien Loan Parties are granted a valid, perfected replacement
security interest in and lien on account and to the extent of the
Diminution in Value upon all of the DIP Collateral. They are also
granted an allowed superpriority administrative expense claim under
11 U.S.C. section 507(b) against the DIP Loan Parties on a joint
and several basis.
A final hearing on the matter is set for February 22, 2024 at 4
p.m.
About Careismatic Brands, LLC
Careismatic Brands, LLC is a designer, marketer, and distributor of
medical apparel, footwear, and accessories. Founded in 1995 in
Chatsworth, California, Careismatic has grown from operating a
single flagship brand, Cherokee Medical Uniforms, to a portfolio of
seventeen brands. The Company offers value to its stakeholders
through its spectrum of medical apparel and workwear and
omnichannel distribution capabilities across the globe. The
Company has an extensive portfolio of iconic and emerging brands
across the health and wellness platform, including Cherokee
Uniforms, Dickies Medical, Heartsoul Scrubs, Infinity, Scrubstar,
Healing Hands, Med Couture, Medelita, Classroom Uniforms, AllHeart,
Silverts Adaptive Apparel, and BALA Footwear.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Lead Case No. 24-10561) on January
22, 2024. In the petition signed by Kent Percy, chief
restructuring officer, the Debtor disclosed up to $10 billion in
both assets and liabilities.
Judge Vincent F. Papalia oversees the case.
KIRKLAND & ELLIS LLP and KIRKLAND & ELLIS INTERNATIONAL LLP
represents the Debtor as general bankruptcy counsel, COLE SCHOTZ
P.C. as local bankruptcy counsel, AP SERVICES, LLC as financial
advisor, PJT PARTNERS LP as investment banker, DONLIN, RECANO &
COMPANY, INC. as claims, noticing, and solicitation agent and
administrative advisor.
CARPENTER TECHNOLOGY: Egan-Jones Retains BB- Sr. Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on January 2, 2024, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Carpenter Technology Corporation. EJR also
withdraws the rating on commercial paper issued by the Company.
Headquartered in Philadelphia, Pennsylvania, Carpenter Technology
Corporation manufactures, fabricates, and distributes stainless
steels, titanium, and specialty metal alloys.
CBDMD INC: Posts $26.9 Million Net Loss in FY Ended Sept. 30
------------------------------------------------------------
cbdMD, Inc. filed with the Securities and Exchange Commission its
Annual Report on Form 10-K reporting a net loss attributable to
common shareholders of $26.94 million on $24.15 million of total
net sales for the year ended Sept. 30, 2023, compared to a net loss
attributable to common shareholders of $74.08 million on $35.40
million of total net sales for the year ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $16.19 million in total
assets, $7.16 million in total liabilities, and $9.03 million in
total shareholders' equity.
Charlotte, North Carolina-based Cherry Bekaert LLP, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated Dec. 22, 2023, citing that the Company has
historically incurred losses, including a net loss of approximately
[$23 million] in the current year, resulting in an accumulated
deficit of approximately $174 million as of Sept. 30, 2023. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1644903/000143774923035228/ycbd20230930_10k.htm
About cbdMD, INC.
Headquartered in Charlotte, NC, cbdMD, Inc. -- www.cbdmd.com --
owns and operates the nationally recognized CBD (cannabidiol)
brands cbdMD, Paw CBD and cbdMD Botanicals. Its mission is to
enhance its customer's overall quality of life while bringing CBD
education, awareness and accessibility of high quality and
effective products to all. The Company sources cannabinoids,
including CBD, which are extracted from non-GMO hemp grown on farms
in the United States.
CENTRAL GARDEN: Egan-Jones Retains BB Sr. Unsecured Debt Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on January 18, 2024, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by Central Garden & Pet Company. EJR also withdraws
the rating on commercial paper issued by the Company.
Headquartered in Walnut Creek, California, Central Garden & Pet
Company manufactures and distributes branded and private label
products.
COHERENT INC: Egan-Jones Retains BB- Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on January 8, 2024, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Coherent, Inc. EJR also withdraws the rating on
commercial paper issued by the Company.
Headquartered in Saxonburg, Pennsylvania, Coherent, Inc. is a
global company that manufactures and sells a variety of laser-based
photonic products.
COMTECH TELECOM: Egan-Jones Retains B- Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on January 4, 2024, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by Comtech Telecommunications Corp. EJR also withdraws
the rating on commercial paper issued by the Company.
Headquartered in Huntington, New York, Comtech Telecommunications
Corp. designs, develops, and manufactures technology electronic
products and systems.
CONSOLIDATED ENERGY: Moody's Alters Outlook on 'B1' CFR to Negative
-------------------------------------------------------------------
Moody's Investors Service affirmed Consolidated Energy Limited's
(CEL) B1 long term corporate family rating and B1-PD probability of
default rating. Moody's has also affirmed the Ba3 ratings of all
existing guaranteed and backed senior secured term loans B and
backed senior secured revolving credit facility (RCF) and the B2
ratings of all existing backed senior unsecured notes, both classes
of debt are issued by Consolidated Energy Finance, S.A. (CEF).
Moody's also assigned a Ba3 rating to the proposed $745 million
backed senior secured term loan and the proposed $175 million
backed senior secured revolving credit facility (RCF). Concurrently
Moody's assigned a B2 rating to the proposed $580 million backed
senior unsecured notes. The proposed instruments will also be
issued by CEF. The outlook on both entities has been changed to
negative from stable.
TRANSACTION DESCRIPTION
The proceeds of the transaction will be used to refinance CEF's
guaranteed senior secured term loan B and backed senior secured
term loan B due 2025, repay amounts drawn under its existing backed
senior secured revolving credit facility (total refinancing amount
of $658 million). The remaining proceeds will be used to repay a
$600 million bridge facility, which was used to finance the $347
million purchase of a 56.53% stake in Methanol Holdings
International Limited (MHIL), making it a wholly owned subsidiary
of CEL and increasing the indirect shareholding in operating asset
Oman Methanol Company LLC (OMC) to 60% from 26%. The bridge
facility was also used to finance a $253 million loan to parent
company Proman AG (Proman), parts of which will be used to finance
a deferred purchase price consideration of $166 million, which
originated in 2020 in connection with the buy out of CEL's previous
minority shareholder. Around $125 million of transaction proceeds
will increase CEL's cash balance.
RATINGS RATIONALE
The change of outlook on CEL reflects the fact that the proposed
transaction increases Moody's estimated mid-cycle leverage from
around 5x to 5.5x, which is above the expectations for CEL's B1
CFR. The mid-cycle leverage forecast is based on Moody's assumption
that operating rates at CEL's Trinidad and Tobago methanol plants,
AUM complex and Natgasoline LLC (Natgasoline, B1 stable) will be
above 80%. Hence, operational underperformance poses a risk to this
forecast. Moody's estimates CEL's 2023 leverage to be at around
10.5x pro forma for the proposed debt issuance. The high point in
time leverage is a reflection of lower methanol prices and
significantly lower UAN & Ammonia prices and lower production
volumes due to unexpected production outages during 2023.
Furthermore Moody's views the loan to CEL's shareholder Proman as a
credit negative governance consideration, as it highlights the
risks of cash being allocated for financing needs outside of the
restricted group. Total borrowings to the parent company according
to the company now amount to around $300 million. Moody's
understands that the terms of the loans provided to Proman are at
arm's length.
The transaction also increases the proportion of unsecured debt in
the capital structure and commitments under the RCF are expected to
be reduced by $50 million. Although the transaction includes
additional cash raised, Moody's views the lower availability under
the revolving credit facility as incrementally negative for CEL's
liquidity profile, given the pronounced volatility of cash
generation and complex group structure with cash and financing
needs at various layers of the group.
CEL's rating is supported by Moody's expectation that the company
under mid-cycle conditions can generate significant free cash flows
and apply those to debt reduction in line with its ambition to
maintain net leverage (company definition) at below 3x (6.1x per
09/2023 and pro forma for the OMC acquisition). Furthermore,
Moody's views the 34% stake increase in OMC as moderately accretive
to CEL's business profile. OMC benefits from the availability of
natural gas at a fixed price and has in the past operated
relatively reliably and been a major dividend contributor to CEL.
CEL's rating reflects its leading market position in methanol,
which is underpinned by its competitive cost position.
CEL's B1 CFR negatively reflects the pronounced cyclicality in the
methanol and Ammonia derivatives markets as well as the risk of
plant outages resulting in significant earnings and cash flow
volatility. The rating is constrained by the company's complex
capital structure with debt at various levels of the group and the
fact that cash generated at its Natgasoline joint venture and OMC
can only be used to reduce leverage at respective subsidiaries or
can be upstreamed via dividends, which will result in an outflow of
minority dividends. The CEL perimeter represents a significant
part of Proman's operations. CEL's operations and the operations of
its shareholder are highly interdependent. Entities controlled or
related to Proman provide distribution, logistics and manufacturing
services to CEL at arms-length terms, resulting in substantial
related-party transactions in addition to the loans provided to
Proman.
LIQUIDITY PROFILE
CEL's liquidity is adequate. Proforma for the OMC and the
refinancing transaction the company had around $292 million cash on
balance sheet (excluding restricted cash). Furthermore, the group
has access to a $45 million cash availability under its undrawn RCF
at Natgasoline maturing in August 2025 and will have access to $175
million under the proposed RCF at the CEF level. In combination
with expected FFO generation of around of around $300 million under
Moody's mid cycle scenario, these sources are sufficient to
accommodate working capital swings and capital spending of around
$120-$150 million. Moody's assessment of CEL's liquidity profile
takes into account the expectation that debt maturities including
Natgasoline's upcoming 2025 maturities will be addressed well in
advance and that the transaction closes as proposed.
STRUCTURAL CONSIDERATIONS
Consolidated Energy Finance, S.A. 's (CEF) outstanding backed
senior unsecured bonds are rated B2, one notch below the B1
corporate family rating (CFR), reflecting the priority ranking of
the guaranteed senior secured term loan B and backed senior secured
term loan B and the $225 million RCF, which are rated Ba3. The
rating of the backed senior unsecured bonds also reflects the
structural subordination of CEF's creditors to those of its
US-based operating subsidiary, Natgasoline LLC, which is not a
guarantor to CEF's bonds and whose financial debt is largely
secured against respective assets. The rating of the guaranteed and
backed senior secured bank credit facilities is Ba3, one notch
above CEL's CFR, because of their priority ranking in the capital
structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade CEL's rating if its leverage under mid-cycle
conditions would decrease to below 4.5x and the consistently would
generate RCF / debt well above 10%.
An upgrade furthermore would require the company to maintain a
conservatively managed liquidity profile and capital structure
through the cycle also in times of capacity additions. Furthermore
a simplification of the group structure would be positive for the
rating.
Moody's could consider downgrading CEL's rating if the company
fails to reduce Moody's adjusted gross debt towards $3.1 billion as
a result of FCF falling behind expectations reflected by FCF/debt
consistently in the low single digits or negative. Furthermore
increasing financial support for financing needs of its shareholder
would be negative for the rating.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Chemicals
published in October 2023.
COMPANY PROFILE
Consolidated Energy Limited (CEL), along with its subsidiaries, is
a global group whose principal activities are focused on the
production of petrochemical products. Its main products are
methanol, ammonia and UAN, with investments in Trinidad and Tobago,
the US and Oman. The group is one of the world's largest producers
of methanol. In 2023, the group is expected to generate sales of
around $1.3 billion, and company reported EBITDA of around $195
million.
CEL main operations are its methanol and AUM complex in Trinidad &
Tobago, its 50% controlling in Natgasoline LLC its 60% in Oman
Methanol Company LLC and its minority stake in ammonia producers
Caribbean Nitrogen Company Limited and N2000 Limited.
CORECIVIC INC: Egan-Jones Retains BB+ Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on January 12, 2024, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by CoreCivic, Inc.
Headquartered in Nashville, Tennessee, CoreCivic, Inc. provides
detention and corrections services to governmental agencies.
COSMOS HEALTH: Registers 4.87M Shares for Potential Resale
----------------------------------------------------------
Cosmos Health Inc. filed a Form S-3 registration statement with the
Securities and Exchange Commission relating to the sale by
Armistice Capital Master Fund, Ltd., the Selling Shareholder, of up
to 4,874,126 shares of Common Stock, $0.001 par value, of the
Company, issuable upon exercise of warrants to purchase shares of
Common Stock, sold to the Selling Shareholder pursuant to a Warrant
Exchange Agreement dated Dec. 28, 2023, between the Company and the
Selling Shareholder.
The Selling Shareholder held warrants to purchase shares of common
stock, of which, 1,915,323 were issued on July 21, 2023, and
521,740 were issued on Dec. 21, 2022. Pursuant to the Exchange
Agreement, it received new warrants to purchase up to an aggregate
4,874,126 shares of Common Stock, par value $0.001 per share, equal
to 200% of the 1,915,323 Warrant Shares and 521,740 Warrant Shares
issuable pursuant to the exercise of the Existing Warrants, in
consideration for exercising for cash any and all such Existing
Warrants.
The New Warrants are fully exercisable at $1.45 per share for a
five-year period commencing from the date the Company obtains
shareholder approval for the exercise of the New Warrants.
The Selling Shareholder may sell the New Warrant Shares from time
to time in the open market, on the Nasdaq Capital Market, in
privately negotiated transactions, at market prices prevailing at
the time of sale, at prices related to the prevailing market
prices, at negotiated prices or a combination of those methods.
The Company is not selling any securities under this prospectus and
will not receive any of the proceeds from the sale of New Warrant
Shares by the Selling Shareholder. However, the Company may
receive gross proceeds of up to $7,067,483 from the issuance of New
Warrant Shares upon exercise of the New Warrants in full for cash
at $1.45 per share.
The Company's common stock is listed for trading on the Nasdaq
Stock Market under the symbol "COSM." On Jan. 26, 2024, the last
trading day prior to the date of this prospectus, the closing price
of the common stock on NASDAQ was $1.05.
A full-text copy of the Registration Statement is available for
free at:
https://www.sec.gov/Archives/edgar/data/1474167/000147793224000439/cosm_s3.htm
About Cosmos Health Inc.
Cosmos Health Inc. (Nasdaq: COSM), formerly known as Cosmos
Holdings, is an international healthcare group with a proprietary
line of nutraceuticals and distributor of branded and generic
pharmaceuticals, nutraceuticals, over-the-counter medications and
medical devices through an extensive, established EU and UK
distribution network. The Company identifies, acquires, develops
and commercializes products that improve patients' lives and
outcomes. The Company has developed a global distribution platform
which is currently expanding throughout Europe, Asia and North
America. Currently, the Company has offices and distribution
centers through its the parent and its wholly owned subsidiaries:
(i) Cosmos Health Inc., the parent company headquartered in
Chicago, USA; (ii) SkyPharm S.A., headquartered in Thessaloniki,
Greece; (iii) Decahedron Ltd., headquartered in Harlow, United
Kingdom; and (iv) Cosmofarm S.A., headquartered in Athens, Greece.
For the nine-month period Sept. 30, 2023, the Company had revenue
of $37,537,003, net loss of $4,790,597 and net cash used in
operations of $16,587,726. Additionally, as of Sept. 30, 2023, the
Company had positive working capital of $23,901,453, an accumulated
deficit of $71,038,463, and stockholders' equity of $44,195,740.
It is management's opinion that these conditions raise substantial
doubt about the Company's ability to continue as a going concern
for a period of 12 months from the date of this filing.
CUMULUS MEDIA: Moody's Lowers CFR to Caa1 & Alters Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service downgraded Cumulus Media New Holdings
Inc.'s Corporate Family Rating to Caa1 from B3, the Probability of
Default Rating to Caa1-PD from B3-PD, and the senior secured term
loan B and senior secured first lien notes to Caa1 from B3.
Cumulus' Speculative Grade Liquidity Rating (SGL) remains unchanged
at SGL-3. The outlook was changed to negative from stable.
The downgrade of the CFR to Caa1 reflects Cumulus' weak operating
performance, elevated financial leverage and increasing refinancing
risks related to 2026 debt maturities. The continued recessionary
pressures on radio advertising demand have impacted Cumulus'
earnings especially in the national channel which accounts for
approximately 45% of total revenue. Moody's expects adjusted debt
to EBITDA to improve to low-7x in 2024 from low-9x in 2023
benefitting from political ad dollars; however, leverage is
projected to remain elevated. Cumulus also has a strong track
record of using asset sale proceeds and free cash flow to repay
debt which Moody's expects to continue in 2024. The weak credit
metrics create elevated risk of a balance sheet restructuring
including a distressed debt exchange, especially given Cumulus'
weak equity valuation (market capitalization of $80 million) and
low debt trading levels. Governance considerations, as reflected in
the company's Credit Impact score of CIS-5 and governance issuer
profile score (IPS) of G-5, were a key driver of the rating
action.
"Despite Cumulus' efforts to reduce debt, financial leverage
(excluding Moody's standard lease adjustments) is high due to
operating performance which has been negatively impacted by the
weak radio advertising demand and continued negative secular
pressures." said Alison Chisuhl Jung, a Moody's VP-Senior Analyst.
"Moody's expect leverage to improve to low-7x in 2024 driven by
political ad dollars; however, it still remains elevated."
RATINGS RATIONALE
Cumulus' Caa1 CFR reflects high financial leverage resulting from
weak radio advertising demand and uncertainties related to the
timing of a recovery as negative secular pressures continue.
Moody's expects leverage to decline to low-7x in 2024 from low-9x
in 2023. The recessionary pressures on radio advertising demand
impacted Cumulus' top line especially in national advertising
channels resulting in weak profits despite additional cost
reductions in 2023. Lower profitability led to free cash flow as a
percentage of debt to decline to about 1%. In 2024, Moody's
projects revenue growth in the low-to-mid single digits largely
driven by political ad dollars and subscriber growth in the digital
marketing services business. Moody's adjusted EBITDA margin is
projected to moderately expand to low-to-mid 10% due to the highly
profitable political ad dollars which will be partially offset by
investments in digital marketing services to drive growth. There
is limited visibility into the operating performance in 2025 as
political revenue tapers off and the radio industry continues to
face secular pressures. Moody's expects the company to continue to
focus on debt reduction through cost cutting measures and debt
repurchases by utilizing excess free cash flow.
Cumulus benefits from its position as the third largest radio
broadcaster in the US with market positions in 86 markets,
ownership of the Westwood One network which provides syndicated
radio programming, digital businesses (including podcasting,
streaming, and digital marketing services), and live events. The
company maintains a geographically diversified footprint with
strong market clusters in most of the areas it operates which
enhances its competitive position. The format offering of music,
news, and sports as well as live events and digital growth
initiatives will continue to provide support to performance.
The SGL-3 rating reflects Moody's expectation that Cumulus will
maintain adequate liquidity over the next 12 months supported by
free cash flow as a percentage of debt to expand to low-to-mid 2%
in 2024 from 1.2% in 2023, $83 million of cash on the balance sheet
and access to a $100 million ABL revolving credit facility ($4.5
million of letters of credit outstanding) as of Q3 2023. The
mandatory 1% amortization per annum on the term loan equivalent to
$5.25 million is no longer required due to the prepayments made in
2021. Capital expenditures is expected to remain between $25 -$30
million, similar to that in 2023.
For year-to-date Q3 2023, Cumulus directed $7.2 million in
liquidity for share repurchases including a $5.7 million equity
tender offer in May 2023 which is down from $31.8 million in 2022.
In October 2023, the Board of Directors authorized a new $25
million share repurchase program that expires in May 2025; however,
management is prioritizing debt reduction to share buybacks. The
company repurchased a cumulative $43.6 million of both the term
loan and the notes year-to-date Q3 2023 using cash holdings. In
addition, Cumulus is expected to receive an undisclosed amount of
proceeds from the sale of its equity interest in Broadcast Music,
Inc. (BMI) to a shareholder group led by New Mountain Capital, LLC.
Moody's expects the company to utilize the proceeds towards further
debt reduction.
The ABL credit facility does not contain a financial maintenance
covenant; however, it is subject to a fixed charge coverage ratio
of at least 1x if average excess availability is less than the
greater of $10 million or 12.5% of the total commitments. The term
loan and secured notes are covenant lite. Moody's projects Cumulus
will remain in compliance with the ABL covenant; however, with
limited cushion.
The Caa1 ratings on the senior secured term loan due March 2026 and
the senior secured notes due July 2026 are in line with the Caa1
CFR given that secured debt represents the preponderance of the
capital structure except for the $100 million ABL revolver, which
is not rated by Moody's. The ABL facility's maturity was extended
to June 2027, but is subject to a springing maturity date 90 days
ahead of the maturity of the term loan or secured note if more than
$35 million is outstanding.
Cumulus' ESG Credit Impact Score of CIS-5 indicates the rating is
lower than it would have been if ESG risk exposures did not exist.
The company has significant exposure to social exposure related to
secular societal trends in radio broadcasting. Governance risks are
related to elevated risk of an unsustainable capital structure and
high leverage levels which are partly mitigated by a track record
of utilizing free cash flow and cash holdings for debt repayment.
The negative outlook reflects high financial leverage, secular
headwinds facing the radio industry, and refinancing risks related
to 2026 debt maturities which raises the possibility of distressed
debt exchanges.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if Cumulus achieves a long-term
solution to its debt refinancing needs that results in a
sustainable capital structure.
The rating could be downgraded if Cumulus' liquidity position
deteriorates further or Moody's assessment of the probability of
default were to increase.
Cumulus Media New Holdings Inc., headquartered in Atlanta, GA, is
the third largest radio broadcaster in the U.S. with 403 stations
in 85 markets, a nationwide network serving more than 9,400
broadcast affiliates, and numerous digital channels. In addition,
Cumulus has several digital businesses (including podcasting,
streaming, and marketing services), and live events. Cumulus
emerged from Chapter 11 bankruptcy protection in June 2018. The
company reported $875 million in net revenue for the last twelve
months ending September 2023.
The principal methodology used in these ratings was Media published
in June 2021.
DCQW LLC: Seeks Court Nod to Sell Las Vegas Property for $376,000
-----------------------------------------------------------------
DCQW LLC asked the U.S. Bankruptcy Court for the District of Nevada
for approval to sell its real property located at 329 Gemstone Hill
Avenue, Las Vegas.
The company is selling the property to Alberto Lujan, a resident of
Las Vegas, who made a cash offer of $376,000.
The sale agreement between DCQW and the buyer requires the
consummation of the deal within three days after court approval.
There is no financing condition nor an appraisal contingency.
DCQW will use the proceeds from the sale to pay Avatar Reit I. LLC,
first mortgage holder, and fund the operations of the company while
in bankruptcy.
Any party interested in bidding must file with the bankruptcy court
an objection to the proposed sale within 48 hours before the
hearing scheduled for Feb. 14, at 2:30 p.m. Any bidder must also
bring proof of funds to the court.
About DCQW LLC
DCQW LLC is a Las Vegas-based company primarily engaged in acting
as lessor of buildings used as residences or dwellings.
DCQW filed its voluntary petition for Chapter 11 protection (Bankr.
D. Nev. Case No. 23-14413) on Oct. 9, 2023, with $1 million to $10
million in both assets and liabilities. Kayvoughn Moradi,
authorized signatory, signed the petition.
Judge Hilary L. Barnes oversees the case.
David J. Winterton Esq., at David J. Winterton & Assoc., Ltd.
serves as the Debtor's legal counsel.
DISH NETWORK: Creditors Say Debt Swap Is Fraudulent
---------------------------------------------------
Reshmi Basu of Bloomberg News reports that a group of Dish Network
Corp. creditors sent a letter to the company's board alleging that
the satellite television provider's restructuring plan is illegal,
and threatening legal action if the deal isn't reversed, according
to people with knowledge of the situation.
The creditor group, working with law firm Milbank, argued in the
letter sent Friday that the company's plan to swap nearly $10
billion of debt for new secured notes violates debtholder
agreements, said the people, who asked not to be identified because
the communications are private.
About DISH Network Corporation
DISH Network Corporation is a holding company that operate two
primary business segments namely Pay-TV and wireless the latter of
which consists of retail wireless and 5G network deployment.
Its parent, U.S.-based telecommunications provider EchoStar Corp.
in January 2024, announced consent solicitations for largely
sub-par exchanges of certain convertible notes issued at Dish
Network Corp. and unsecured notes
issued at Dish DBS Corp. Holders of existing notes are being
offered less than the original promise because the exchange rate is
at a significant discount to par for most issues and the maturity
dates will be extended to 2030. In exchange, the new notes will all
carry a higher interest rate at
10% and be secured by certain assets.
DW TRUMP: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: DW Trump, Inc.
26 Parker Boulevard
Monsey, NY 10952
Business Description: DW Trump is primarily engaged in renting and
leasing real estate properties.
Chapter 11 Petition Date: January 31, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-22083
Judge: Hon. Sean H. Lane
Debtor's Counsel: Barry D. Haberman, Esq.
LAW OFFICE OF BARRY D. HABERMAN, ESQ.
254 South Main Street, #404
New City, NY 10956
Tel: 845-638-4294
E-mail: bdhlaw@aol.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ephraim Weissmandl as treasurer.
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/QSNKLZY/DW_TRUMP_INC__nysbke-24-22083__0001.0.pdf?mcid=tGE4TAMA
ECHOSTAR CORP: Egan-Jones Retains BB- Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on December 26, 2023, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by EchoStar Corporation. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in Englewood, Colorado, EchoStar Corporation operates
satellite communication infrastructures.
ELEMENT CONSTRUCTION: Seeks to Sell Idaho Property by Auction
-------------------------------------------------------------
Element Construction Corporation asked the U.S. Bankruptcy Court
for the District of Idaho for approval to auction its real property
in Idaho City.
The company plans to sell the property through a public auction on
Feb. 20, at 9:00 a.m. (Mountain Time) via telephone.
Element Construction had earlier accepted an offer from an
interested buyer whose bid of $485,000 will be the opening bid
price at the Feb. 20 auction.
In order to participate at the public auction, competing bidders
must submit certified funds in the amount of $5,000 at least prior
to the start of the auction.
Under the proposed bid procedures, any competing bid must start at
$490,000. Meanwhile, the minimum bid increment is $5,000 although
interested buyers can bid in increments of more than $5,000 if
desired.
Following the auction, a hearing to approve the sale to the winning
bidder will be held on Feb. 20, at 1:30 p.m. (Mountain Time) via
telephone.
The sale is expected to generate net proceeds of $90,200 after
payment of claims of lienholders, broker's commission, property
taxes and closing costs.
About Element Construction Corp
Based in Meridian, Idaho, Element Construction Corporation filed
voluntary Chapter 11 petition (Bankr. D. Id. Case No. 23-00602) on
Nov. 9, 2023, with up to $50,000 in assets and $1 million to $10
million in liabilities. Gary L. Rainsdon serves as Subchapter V
trustee.
Judge Noah G. Hillen oversees the case.
Foley Freeman, PLLC is the Debtor's legal counsel.
FORGOTTEN BOARDWALK: Seeks Cash Collateral Access Thru Feb 29
-------------------------------------------------------------
Forgotten Boardwalk Brewing, LLC asks the U.S. Bankruptcy Court for
the District of New Jersey for authority to use cash collateral in
accordance with the budget, with a 20% variance and provide
adequate protection, through February 29, 2024.
The Debtor requires the use of cash collateral to pay ordinary and
necessary business expenses including, but not limited to, payroll
and related obligations, taxes, utilities, amounts owed to vendors
and other suppliers of goods and services, insurance, and other
costs of administering its estate.
As of the Petition Date, the Debtor remains indebted to the Credit
Union of New Jersey in the approximate amount of $275,612, due and
owing on the secured loan made by CUNJ to the Debtor.
The CUNJ Loan is purportedly secured by a first-priority security
interest in substantially all of the Debtor's assets.
The Debtor proposes to adequately protect CUNJ's position by
granting CUNJ replacement liens pursuant to 11 U.S.C. Sections 361
and 363(c) and (e), to the extent CUNJ's cash collateral is used by
the Debtor and to the extent of any diminution in the value of
CUNJ's collateral, with the same priority in the Debtor's
post-petition collateral, and proceeds thereof, that CUNJ held in
the Debtor's pre-petition collateral.
Furthermore, the Debtor continues to maintain current insurance
coverage on the property in place.
A copy of the motion is available at https://urlcurt.com/u?l=Guge5X
from PacerMonitor.com.
About Forgotten Boardwalk Brewing
Forgotten Boardwalk Brewing, LLC is a wholesaler of beer, wine and
distilled alcoholic beverage based in Cherry Hill, N.J.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 24-10327) on January 12,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Jamie Queli, chief executive officer,
signed the petition.
Douglas G. Leney, Esq., at Archer & Greiner, P.C. represents the
Debtor as legal counsel.
GAMESTOP CORP: Egan-Jones Retains CC Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on January 2, 2024, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by GameStop Corporation. EJR also withdraws the rating
on commercial paper issued by the Company.
Headquartered in Grapevine, Texas, GameStop Corporation operates
specialty electronic game and PC entertainment software stores.
GEO. J. & HILDA: Seeks Cash Collateral Access
---------------------------------------------
The Geo. J. & Hilda Meyer Foundation asks the U.S. Bankruptcy Court
for the Western District of Missouri for authority to use cash
collateral in accordance with its agreement with the United States
Department of Agriculture Rural Housing Service.
The Debtor is indebted to the USDA under two promissory notes:
(a) A promissory note dated December 20, 2016, in the principal
amount of $6.606 million; and
(b) A promissory note dated December 20, 2016, in the principal
amount of $460,000.
Both USDA Notes are secured by (a) the Debtor's real estate,
pursuant to a deed of trust dated executed by the Debtor on
December 20, 2016, in favor of the USDA, and recorded in the
Lafayette County Recorder of Deeds at book 2016, Page 4856; and (b)
all of the Debtor's personal property, pursuant to a UCC-1
financing statement, filed on January 27, 2017.
At the time of filing, the Debtor believed that USDA's financing
statement had lapsed and, therefore, did not think that USDA's
consent was necessary to use the Debtor's cash.
However, on January 18, 2023, counsel for the USDA contacted the
Debtor's counsel and informed him of the USDA's timely continuation
of the financing statement and, therefore, the need to obtain
USDA's consent to use its cash collateral and to provide adequate
protection to the USDA.
The parties agreed that the Debtor may use cash collateral on the
terms set forth in the proposed order, which: (i) provides adequate
protection in the form of (A) continued payments on the USDA Notes
on the terms set forth therein; (B) a replacement lien in the
Debtor's accounts equal to the aggregate diminution in value of in
USDA's cash collateral; (C) provides for the delivery of
replacement control agreements upon EQ Small Biz Checking 1357 and
1365; and (ii) requires the Debtor to obtain USDA's written consent
and, to the extent necessary, authority from the Court, for any use
of cash collateral outside of the ordinary course of business.
A copy of the motion is available at https://urlcurt.com/u?l=rQkXNJ
from PacerMonitor.com.
About The Geo. J. & Hilda Meyer Foundation
The Geo. J. & Hilda Meyer Foundation owns and operates a senior
living community in Higginsville Mo.
The Debtor filed Chapter 11 petition (Bankr. W.D. Mo. Case No.
23-41685) on Dec. 4, 2023, with up to $10 million in both assets
and liabilities. David Schmidt, president, signed the petition.
Judge Brian T. Fenimore oversees the case.
Conroy Baran, LLC serves as the Debtor's bankruptcy counsel.
GEORGE WESTON: Egan-Jones Retains BB+ Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on December 18, 2023, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by George Weston Limited.
Headquartered in Toronto, Canada, George Weston Limited operates as
a super market.
GRAY TELEVISION: S&P Rates New $1.19BB Sr. Sec. Term Loan F 'BB'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '1'
recovery rating to Gray Television Inc.'s proposed $1.19 billion
senior secured term loan F maturing in July 2029. The '1' recovery
rating indicates its expectation for very high (90%-100%; rounded
estimate: 95%) recovery for lenders in the event of a payment
default. The company plans to use the proceeds from the term loan
F, along with an incremental $12 million draw on its revolving
credit facility (RCF), to repay the outstanding borrowings on its
$1.19 billion term loan E maturing in January 2026 and pay
associated transaction fees and expenses.
As part of the transaction, the company is also extending the
maturity of its RCF to December 2027, and consolidating the
facility's $425 million and $75 million tranches into one tranche.
All of S&P's ratings on Gray, including its 'B+' issuer credit
rating and stable outlook, are unchanged because the proposed
transaction is leverage neutral.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- Gray Television is the borrower of a proposed $500 million ($25
million outstanding as of Sept. 30, 2023) RCF maturing in 2027, a
proposed $1.2 billion (outstanding) term loan F maturing in 2029, a
$1.5 billion (outstanding) term loan D maturing in 2028, multiple
series of senior unsecured notes ($700 million 5.875% notes due in
2026, $750 million 7% notes due in 2027, $800 million 4.75% notes
due in 2030, and $1.3 billion 5.375% notes due in 2031), and a $300
million accounts receivable (AR) securitization facility due 2026.
-- The senior secured debt is guaranteed by the company's material
domestic subsidiaries and secured by substantially all of its
assets and those of its guarantors (excluding real estate).
Simulated default assumptions
-- S&P's simulated default scenario contemplates a default
occurring in 2028 due to a combination of the following factors:
increased competition from alternative media, a prolonged decline
in advertising revenue due to economic weakness, a failure to
generate retransmission revenue commensurate with its local market
and relevant television networks, and pressure from affiliated
networks to remit a significant portion of its retransmission
fees.
-- S&P's default assumptions include an 85% draw on the RCF, a
100% draw on the AR securitization facility, the spread on the
revolving credit facility rises to 5% as covenant amendments are
obtained, and all debt include six months of prepetition interest.
S&P values Gray on a going-concern basis using a 7x multiple of our
projected emergence EBITDA, which is in line with the multiples it
uses for the other large television broadcasters it rates.
Simplified waterfall
-- EBITDA at emergence: About $664 million
-- EBITDA multiple: 7x
-- Gross recovery value: $4.7 billion
-- Net enterprise value (after 5% administrative costs): $4.4
billion
-- Estimated priority debt claims (AR securitization facility):
$305 million
-- Value available for senior secured debt: $4.1 billion
-- Estimated senior secured debt claims: $3.1 billion
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Value available for senior unsecured debt: $1.0 billion
-- Estimated senior unsecured debt claims: $3.7 billion
--Recovery expectations: 10%-30% (rounded estimate: 25%)
HALLIBURTON CO: Egan-Jones Retains BB- Sr. Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on December 29, 2023, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Halliburton Company. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in Mississauga, Canada, IMAX Corporation offers
end-to-end cinematic solution combining proprietary software,
theater architecture, and equipment.
HILTON WORLDWIDE: Egan-Jones Retains BB Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on January 12, 2024, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by Hilton Worldwide Holdings Inc. EJR also withdraws
the rating on commercial paper issued by the Company.
Headquartered in McLean, Virginia, Hilton Worldwide Holdings Inc.
operates as a holding company.
HOVNANIAN ENTERPRISES: Egan-Jones Retains B- Sr. Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on January 5, 2024, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by Hovnanian Enterprises, Inc. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in Matawan, New Jersey, Hovnanian Enterprises, Inc.
designs, constructs, and markets single-family homes, townhomes,
and condominiums in planned residential communities.
HUDSON RIVER: S&P Alters Outlook to Positive, Affirms 'BB-' ICR
---------------------------------------------------------------
S&P Global Ratings revised the outlook on Hudson River Trading
(HRT) to positive from stable and affirmed the 'BB-' issuer credit
and senior secured debt ratings.
"The outlook revision reflects S&P's view that HRT could continue
to enhance its capitalization in the coming quarters. Although the
size of HRT's period-end balance sheet has grown considerably the
past few years from firm's trading operations growing, including
more positions held overnight, the company has also been able to
generate and retain strong earnings to grow equity capital. The
resulting substantial increase in equity has bolstered its
risk-adjusted capital (RAC) ratio, despite considerable growth in
the balance sheet.
HRT's RAC ratio improved from 10.9% at year-end 2022 to a solid
14.3% as of Sept. 30, 2023, owing largely to earnings retention and
lower market risk amid declining market volatility. However, the
firm's continued expansion is likely to increase market risk,
particularly if overall market volatility increases. In addition,
S&P thinks that carrying overnight positions can be capital
intensive and riskier, in its view, creating volatility in the RAC
ratio (like in 2021 and 2022). The firm would need to have a RAC
significantly and consistently above 10% to offset this potential
volatility.
HRT continues to build out its franchise. While HRT remains smaller
than peers Citadel Securities and Jane Street, the company has
enhanced its scale and diversified its trading operations globally
through consistent investments in talent, technology, and
research.
Historically focused on cash equities (in the U.S. and Europe), the
company solidified its market share in cash equities globally and
expanded its trading considerably into new regions and asset
classes. HRT has grown in Asia-Pacific and expanded in asset
classes including futures, fixed income, currencies, and options.
The success of this effort has lowered its concentration in U.S.
cash equities meaningfully, but we think it raised complexity to
some extent. The company's expansion into strategies that involves
carrying positions overnight, maintaining higher inventories, and
finding efficient hedges can give potential rise to trading risks
at times, like in the second quarter of 2022 when it posted a
loss.
HRT also continues to grow its business of wholesaling U.S. equity
orders for retail brokers, although it remains much smaller than
the largest two incumbents in the space, Citadel Securities and VFH
Parent LLC.
Despite lower volatility and less favorable market conditions in
2023 that weighed on the performance of many high frequency trading
firms, HRT posted stronger-than-peers' earnings in the first nine
months of 2023, resulting from its expansion efforts and the
diversity of trading strategies, asset classes, and geographic
mix.
S&P said, "Our affirmation of the 'BB-' ratings incorporates our
view of the company's profitable principal trading and
market-making franchise, improving capitalization, and supportive
liquidity, with a relatively low margin-to-net trading capital
ratio (50% as of Sept. 30, 2023).We think its expansion strategy
(at times growing faster than some peers), reliance on short-term
wholesale funding, and transactional principal trading
revenue--which can vary quarterly--partially offset these
strengths.
"Our issuer credit and debt ratings on HRT are two notches lower
than the group credit profile, indicating that the debt-issuing
nonoperating holding company is structurally subordinated to its
operating subsidiaries and open to potential regulatory
interference in dividends to the parent.
"The positive outlook reflects recent improvements in the company's
capitalization, that, if sustained, could lead to a higher rating.
We expect HRT will maintain supportive operational performance and
liquidity as it continues to expand its trading operations and
manage risk.
"We could revise the outlook to stable if we think the improvement
in the capital position is temporary or we see evidence of
inadequate risk management or expansion in HRT's risk appetite.
"We could raise the ratings in the next 12 months if we expect the
firm to maintain a RAC ratio sustainably and significantly above
10%. We could also raise the ratings if we are convinced that
resources at nonregulated subsidiaries and the holding company are
sufficient to reduce the risk of potential regulatory interference
in dividends to the holding company from regulated subsidiaries."
INTERDIGITAL INC: Egan-Jones Retains BB+ Senior Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on January 16, 2024, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by InterDigital, Inc.
Headquartered in Wilmington, Delaware, InterDigital, Inc. designs
and develops technology for advanced digital wireless
telecommunications applications.
JACK IN THE BOX: Egan-Jones Retains B- Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on January 18, 2024, maintained its
'B-' foreign currency and local currency senior unsecured ratings
on debt issued by Jack in the Box Inc. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in San Diego, California, Jack in the Box Inc.
operates a chain of restaurants.
KAREN LANDSCAPING: Unsecured Creditors to Get $20K over 6 Months
----------------------------------------------------------------
Karen Landscaping, Inc., filed with the U.S. Bankruptcy Court for
the Northern District of Georgia a Plan of Reorganization dated
January 25, 2024.
Debtor is a business owned and operated by its sole shareholder,
Ricardo Sanchez. It has specialized in commercial concrete and
asphalt work since 2019.
In June 2023, Travelers Property Casualty Company of America filed
a lawsuit against Debtor based upon two audits of Debtor's workers
compensation insurance policies. Travelers billed Debtor for
retrospective audit premiums in the amount of $485,296.00, which
includes a penalty for audit noncompliance of $242,582.00.
Debtor's insurance broker managed the audit for Debtor such that
Debtor did not have any involvement with the Travelers' audit
process. With the pending lawsuit, Debtor had no choice but to file
this Subchapter V bankruptcy case. Debtor removed the lawsuit to
the Bankruptcy Court where it is pending as Adversary Proceeding
Case No. 23-01017(the "Adversary Proceeding").
Debtor continues to operate and manage its business as a debtor in
possession. While in this bankruptcy case, Debtor's business has
continued to thrive so that it can reorganize successfully under
this Plan.
This Plan deals with all property of Debtor and provides for
treatment of all Claims against Debtor and its property.
Class 4 shall consist of General Unsecured Claims. If the Plan is
confirmed under Section 1191(a) of the Bankruptcy Code, Debtor
shall pay the General Unsecured Creditors $20,213.66 in six-month
installments commencing on the Effective Date and continuing on
December 1, 2024, on May 1, 2025, on December 1, 2025, on May 1,
2026, and on December 1, 2026. General Unsecured Creditors will
receive six disbursements of $1,684.47 totaling $20,213.66. Synovus
holds an unsecured claim amount of $20,213.66 with an estimated
distribution of $20,213.66.
If the Plan is confirmed under Section 1191(b) of the Bankruptcy
Code, Class 4 shall be treated the same as if the Plan was
confirmed under Section 1191(a) of the Bankruptcy Code. The Claims
of the Class 4 Creditors are Impaired by the Plan, and the holders
of Class 4 Claims are entitled to vote to accept or reject the
Plan.
Class 5 consists of the priority unsecured claim of the Internal
Revenue Service (the "IRS"). The IRS filed a proof of claim
asserting a priority unsecured claim in the amount of $2,300.00.
This claim shall be paid pursuant to the provisions of the
Bankruptcy Code.
Class 6 consists of the Equity Holder of the Debtor. Each equity
security holder will retain his Interest in the reorganized Debtor
as such Interest existed as of the Petition Date. This class is not
impaired and is not eligible to vote on the Plan.
The source of funds for the payments pursuant to the Plan is
Debtor's continued business operations.
A full-text copy of the Plan of Reorganization dated January 25,
2024 is available at https://urlcurt.com/u?l=HvlcOW from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Will B. Geer, Esq.
Ceci Christy, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wgeer@rlkglaw.com
About Karen Landscaping
Karen Landscaping, Inc., has specialized in commercial concrete and
asphalt work since 2019.
Karen Landscaping filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-11194) on Sept.
27, 2023, with up to $50,000 in assets and up to $1 million in
liabilities. Tamara Miles Ogier, Esq., at Ogier, Rothschild &
Rosenfeld, PC, has been appointed as Subchapter V trustee.
Judge Paul Baisier oversees the case.
Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC, is the
Debtor's legal counsel.
LIVEONE INC: Board Appoints Aaron Sullivan as Full-Time CFO
-----------------------------------------------------------
LiveOne, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that effective as of Jan. 24, 2024, LiveOne's
board of directors appointed Aaron Sullivan as the full-time chief
financial officer, treasurer and secretary of the Company and the
Company's major subsidiaries, PodcastOne, Inc. and Slacker, Inc.,
and any other subsidiary of the Company as reasonably requested by
the Company.
Mr. Sullivan, 42, has served as the Company's, PodcastOne's and
Slacker's interim chief financial officer since Dec. 31, 2021. Mr.
Sullivan has held various positions since joining the Company as
its controller and executive vice president in March 2019,
including as the interim treasurer and interim secretary, as well
as serving in the same positions with PodcastOne and Slacker. Mr.
Sullivan is a seasoned executive with extensive financial, mergers
and acquisitions and operational experience in building, managing
and scaling organizations, as well with financial reporting and
internal controls. Mr. Sullivan has built and led financial
organizations across multi-billion-dollar technology companies.
Prior to joining the Company, Mr. Sullivan served as the Controller
- Cloud of j2 Global, Inc. (now Consensus Cloud Solutions, Inc.), a
cloud software company, since July 2015. Prior to that, Mr.
Sullivan worked at PricewaterhouseCoopers LLP, a global public
accounting firm. Mr. Sullivan holds a B.A, Business & Economics
degree from Trinity College Dublin, Ireland and is a Certified
Public Accountant.
According to the Company, there is no arrangement or understanding
between Mr. Sullivan and any other persons pursuant to which Mr.
Sullivan was appointed to his positions. There are no family
relationships between Mr. Sullivan and any of the Company's
officers or directors. In connection with his appointment and/or
continued service in his current positions, the Company,
PodcastOne, Slacker and/or other Company subsidiaries may provide
additional compensation to Mr. Sullivan in the future.
In connection with Mr. Sullivan's appointment as the full-time
chief financial officer, treasurer and secretary of the Company, on
Jan. 24, 2024 and effective as of Oct. 1, 2023, the Company entered
into a new employment agreement with Mr. Sullivan. The term of the
Employment Agreement is for two years from the Effective Date at an
annual salary of $325,000.
A full-text copy of the Employment Agreement is available for free
at:
https://www.sec.gov/Archives/edgar/data/1491419/000121390024007979/ea192440ex10-1_liveone.htm
About LiveOne
Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ:
LVO) (formerly known as LiveXLive Media, Inc.) is a creator-first,
music, entertainment and technology platform focused on delivering
premium experiences and content worldwide through memberships and
live and virtual events.
LiveOne reported a net loss of $10.02 million for the year ended
March 31, 2023, compared to a net loss of $43.91 million for the
year ended March 31, 2022. As of March 31, 2023, the Company had
$65.89 million in total assets, $62.07 million in total
liabilities, $4.83 million in redeemable convertible preferred
stock, and a total stockholders' deficit of $1.01 million.
Los Angeles, CA-based Macias Gini & O'Connell LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated June 29, 2023, citing that the Company has suffered
recurring losses from operations, negative cash flows from
operating activities and has a net capital deficiency. These
matters raise substantial doubt about the Company's ability to
continue as a going concern.
LOGANSPORT MACHINE: Files Emergency Bid to Use Cash Collateral
--------------------------------------------------------------
Logansport Machine Co., Inc. asks the U.S. Bankruptcy Court for the
Northern District of Indiana, South Bend Division, for authority to
use cash collateral and provide adequate protection.
The Debtor seeks to use funds on deposit and to be collected
constituting cash collateral so that it may pay necessary expenses
including such things as payroll, supplies, utilities and such
other necessary items subject of the Emergency Budget.
The Debtor is indebted to MMG Investments III, LLC in the
approximate aggregate amount of $3.1 million. MMG acquired the loan
and collateral security interests from CL45 MW Loan 1 LLC in 2021.
CL45 had originally purchased the subject loans with associated
collateral security interests from the Debtor's original lender,
Fifth Third Bank. Fifth Third Bank had originally provided secured
financing to the Debtor for its operations beginning in 2008. On
account of its acquired debt purchased from CL45, MMG asserts a
blanket lien on the assets of the Debtor including deposit
accounts, accounts receivable, inventory and proceeds thereof.
The Debtor avers that its information is that MMG would assert a
first priority lien on cash collateral assets. Further, the Debtor
believes that Manufacturers Capital a Division of Commercial Credit
Group, Inc. would assert a lien on cash collateral assets as a
second priority lien and that the United States Small Business
Administration may assert a lien on cash collateral assets as a
third priority.
As adequate protection for the use of cash collateral, the Debtor
will offer a replacement lien on assets to each secured creditor in
the same priority and to same extent of the value of each such
creditor's lien at the commencement of the case. Further, the
Debtor will provide financial reports upon request to each secured
creditor to provide ongoing information as to the status of
operations, sales, and the creation of post-petition cash
collateral assets. Additionally, the Debtor will maintain insurance
on the assets of the business.
A copy of the motion is available at https://urlcurt.com/u?l=k11e7j
from PacerMonitor.com.
About Logansport Machine Company, Inc.
Logansport Machine Company, Inc. provides products, services and
solutions to the workholding industry. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ind. Case
No. 24-30079) on January 26, 2024. In the petition signed by Gordon
J. Duerr III, president, the Debtor disclosed $6,281,311 in assets
and $7,919,388 in liabilities.
Judge Paul E. Singleton oversees the case.
Scot T. Skekloff, Esq., at HallerColvin PC, represents the Debtor
as legal counsel.
LUMEN TECHNOLOGIES: S&P Downgrades ICR to 'CC', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating (ICR) on
U.S.-based telecommunications service provider Lumen Technologies
Inc. to 'CC' from 'CCC+' and removed the rating from CreditWatch
where it was placed with negative implications on Nov. 2, 2023.
S&P said, "We also lowered the issue-level ratings on the affected
issues to 'CC' , except for the rating on Lumen's 5.125% senior
unsecured notes due 2026, which we lowered to 'C' from 'CCC-'.
"At the same time, we placed the 'B' issue-level rating on Qwest
Corp.'s senior unsecured debt and the 'B-' issue-level rating on
Qwest Capital Funding Inc.'s senior unsecured debt on CreditWatch
with negative implications.
"The negative outlook reflects that we will lower the ICR on Lumen
to 'SD' (selective default) and the issue-level rating on the
affected issues to 'D' if the exchange is completed as proposed. We
will re-evaluate the ICR and issue-level ratings after the
transaction is completed."
Lumen announced that it entered into an amended transaction support
agreement (TSA) with a group of creditors holding about $12.5
billion of its outstanding debt, enabling it to extend its
maturities and providing it with runway to execute its operating
strategy. S&P therefore believes that the company is very likely to
launch the proposed exchange sometime over the next month.
S&P said, "We view some of these proposed exchanges as tantamount
to a default. The agreement will encompass exchanging a portion of
the outstanding senior secured and unsecured debt at Lumen and
wholly owned subsidiary Level 3 Financing Inc. for new debt with a
senior ranking, higher coupons, fees, and tighter covenants. In
addition, the company will pay down a portion of this debt at par
from the issuance of $1.325 billion of new secured debt at Level 3
and around $1.5 billion of net proceeds from the sale of its
Europe, Middle East and Africa (EMEA) operations. Even though this
debt is being exchanged at par, we do not view the terms as
sufficient to offset the extension of maturities to 2029 and 2030.
We view some of these exchanges as distressed given our expectation
that absent this transaction, the company would ultimately
default." In particular:
-- Holders of the Lumen $3.9 billion term loan B due 2027 will
receive a 15% par paydown on a pro rata basis. Half of the
remaining amount will be extended to 2029 and the rest to 2030 with
the same collateral and guarantees as the term loan A and revolving
credit facility. In addition, operating subsidiary Qwest Corp.,
which we estimate generates about 35%-40% of Lumen's consolidated
EBITDA, will provide an unsecured guarantee and will use reasonable
best efforts to move 49% of its assets to new guarantor
subsidiaries, but the time frame to do so is by June 2025. However,
pricing on the term loan only increases by 10 basis points (bps),
and the par paydown is only 15% of the outstanding term loan.
Therefore, S&P does not view this transaction as providing adequate
compensation.
-- Holders of the Lumen $1.25 billion 4% senior secured notes due
2027 will receive a 15% par paydown on a pro rata basis with the
remainder exchanged into new super-priority notes due 2029 and 2030
that have the same collateral and guarantees as the credit
facility. However, the coupon step up is only 12.5 bps. In
addition, certain holders of these notes have the option to
exchange $200 million of the debt into new Level 3 senior secured
first-lien notes.
-- About $263 million of Lumen 5.125% senior unsecured notes due
2026 ($412 million outstanding) will have a $90 million par paydown
with 85% of the remaining $173 million exchanged into new 4.125%
super-priority notes due 2029 and 2030 (same as the secured notes
above) and the remaining 15% in cash. Despite the benefit of being
granted the same guarantee and collateral as the credit facilities,
the coupon on the exchanged notes is lower than current market
yields for Lumen's existing secured notes.
-- A portion of the senior unsecured notes at Level 3 will be
exchanged for new senior secured second-lien debt notes that extend
maturities on each tranche by 1.75 years. The coupon step-up on
these notes is 25 bps relative to the existing notes, which S&P
does not view as adequate compensation given current trading yields
on these notes, despite being granted security from Level 3 on a
second-lien basis.
S&P views the following exchanges as adequate compensation for
lenders and therefore, affirmed the existing ratings:
-- The Lumen $1.2 billion senior secured term loan A due 2025 will
benefit from a $800 million par paydown with the remainder being
exchanged for a new super-priority first-lien term loan with an
increase in pricing to SOFR+600 bps from SOFR+200 bps in exchange
for extending its maturity until 2028. We do not consider this
transaction a selective default (SD) given the substantial par
paydown, the increase in pricing on the term loan, and the
unsecured guarantee from Qwest.
-- The Level 3 $2.4 billion senior secured term loan B due 2027
will be exchanged into a new term loan, half of which matures in
2029 and the other half in 2030. Pricing on the term loan will
increase from SOFR+175 bps to a new rate that will yield about
10.625%. Despite the lack of mandatory debt amortization, S&P does
not consider this transaction a SD given that the holders of the
term loan will be receiving market rates.
-- The Level 3 $750 million of 3.4% senior secured notes due 2027
will be exchanged into new 10.5% senior secured notes due 2029 and
the $750 million of 3.875% senior secured notes due 2029 will be
exchanged into new 10.75% senior secured notes due 2030. S&P does
not consider this transaction a SD given that holders of the notes
will be receiving market rates.
S&P said, "We also placed the 'B' issue-level rating on the
unsecured debt at Qwest Corp. and the 'B-' issue-level rating on
Qwest Capital Funding Inc.'s senior unsecured debt on CreditWatch
with negative implications. We expect that once the transaction
closes, recovery prospects for these lenders will be diluted
because of the unsecured subsidiary guarantee from Qwest Corp. to
Lumen secured lenders and the potential transfer of 49% of Qwest
assets to guarantor subsidiaries."
The exchange transaction will provide Lumen with additional runway
to execute its strategy. The exchanges will enable Lumen to extend
its 2025 to 2027 maturities, which account for more than half of
the company's debt outstanding and include about $9.5 billion in
2027, to 2029 and 2030. In addition, its $2.2 billion senior
secured revolving credit facility was set to mature in January
2025. As part of the TSA, the revolver will be downsized to about
$1 billion but the maturity will be extended to 2028, which
bolsters the company's liquidity position. Further, about $1.5
billion of proceeds from the EMEA asset sale and $1.325 billion of
new secured debt at Level 3 will enable the company to pay down
some of its near-term debt maturities in 2025 and 2026.
Lumen's capital structure is still unsustainable unless it executes
its turn-around strategy. S&P said, "Notwithstanding the improved
maturity profile, we expect EBITDA will continue to decline through
2026. Furthermore, the transaction will result in higher interest
expense. The company plans to reduce its capital expenditures in
2024 to offset this increase in interest cost. However, we do not
view this favorably since fiber network investment is critical to
compete with cable broadband providers and to ultimately drive
top-line growth. Management indicated that it will accelerate net
operating losses to generate a tax refund of about $700 million in
2024, which will bolster free operating cash flow (FOCF) during the
year. However, we expect the combination of higher cash taxes and
interest expense will result in negative FOCF in 2025 and beyond."
S&P said, "The negative outlook on Lumen reflects our expectation
for FOCF deficits, rising leverage, execution risk, and secular
industry declines. We will re-evaluate the ICR following the
completion of the debt exchanges; however, it is unlikely to be
rated any higher than 'CCC+' given our view that the capital
structure will remain unsustainable after the transaction closes
until the company can demonstrate sustained earnings growth and
positive FOCF.
"We will lower the ICR on Lumen and its subsidiaries to 'SD' and
the affected debt to 'D' upon completion of the transaction.
"Although unlikely, we could raise the ICR on Lumen if the company
demonstrated a path to earnings growth and positive FOCF. This
would likely entail reversing revenue declines in both the business
and residential segments, which we believe will be challenging
given the secular industry pressures and limited fiber-to-the home
(FTTH) presence."
MAC AUTO: Case Summary & 10 Unsecured Creditors
-----------------------------------------------
Debtor: MAC Auto Enterprises Inc.
d/b/a Meineke #2744
3766 Robert C. Byrd Drive
Beckley, WV 25801
Business Description: The Debtor offers automotive repair and
maintenance services.
Chapter 11 Petition Date: January 31, 2024
Court: United States Bankruptcy Court
Southern District of West Virginia
Case No.: 24-50009
Debtor's Counsel: Paul W. Roop, II, Esq.
ROOP LAW OFFICE, LC
P.O. Box 1145
Beckley, WV 25802-1145
Tel: (304) 255-7667
Fax: (304) 256-2295
Email: bankruptcy@rooplawoffice.com
Total Assets: $637,344
Total Liabilities: $1,097,393
The petition was signed by Mark D. Nelson as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/FDGHKAY/MAC_Auto_Enterprises_Inc__wvsbke-24-50009__0001.0.pdf?mcid=tGE4TAMA
METHANEX CORP: Egan-Jones Retains BB Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on January 19, 2024, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by Methanex Corporation. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in Vancouver, Canada, Methanex Corporation produces
and markets methanol.
MGM RESORTS: Egan-Jones Retains B Senior Unsecured Ratings
----------------------------------------------------------
Egan-Jones Ratings Company, on January 2, 2024, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by MGM Resorts International. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in Las Vegas, Nevada, MGM Resorts International
operates gaming, hospitality, and entertainment resorts.
MILFORD REGION MEDICAL CENTER: S&P Lowers ICR to 'B', Outlook Dev.
------------------------------------------------------------------
S&P Global Ratings lowered its rating on the Massachusetts
Development Finance Agency's bonds, issued for Milford Regional
Medical Center (Milford), to 'B' from 'B+'. The outlook is
developing.
"The downgrade reflects higher-than-expected and persistent
operating losses, coupled with steadily weakening balance-sheet
metrics, particularly relative to unrestricted reserves, which
cannot provide any cushion to help offset the losses and is also
constraining strategic capital spending," said S&P Global Ratings
credit analyst Cynthia Keller. "The developing outlook reflects
rating upside should Milford consummate its planned affiliation
with higher rated UMass Memorial Health (BBB+/Positive) and
downside if management cannot reverse the trend of high operating
losses or with further weakening of balance-sheet metrics."
A revenue pledge of the obligated group and a mortgage lien on the
hospital in Milford secure the bonds. The obligated group includes
Milford Regional Medical Center and Milford Regional Physician
Group. Excluded from the obligated group is Milford Regional
Healthcare Foundation. The series 2020G bonds have a debt service
reserve fund that can be released if Milford achieves a 'BBB'
rating for two consecutive years.
S&P said, "We view Milford as having some pressures around labor,
including heightened use of agency staff, although management has
made substantial progress recently in reducing turnover and hiring
permanent staff. In addition, its nurses unionized in late 2021 and
the first contract renewal will be late this year. While management
indicates relationships are good, we view union negotiations as
always having elements of risk, including the possibility of a
strike.
"We analyzed Milford's governance factors as largely neutral to the
rating with the decision to pursue an affiliation with UMass
helping offset weak financial performance. We consider its
environmental factors neutral to our rating analysis."
MLCJR LLC: Completes Sale of Assets to W&T Offshore
---------------------------------------------------
MLCJR LLC and its affiliates announced in a court filing the
closing of the sale of their assets to W&T Offshore, Inc. on Jan.
16.
W&T Offshore made a cash offer of $72 million for the companies'
oil and gas fields. These fields are Eugene Island 24, Eugene
Island 64, Main Pass 61, Mobile Bay 904, Mobile Bay 916, South Pass
49, and West Delta 73.
Judge Christopher Lopez of the U.S. Bankruptcy Court for the
Southern District of Texas approved the sale on Jan. 12.
In his order, the bankruptcy judge held that the purchase and sale
agreement dated Dec. 13, 2023, between the sellers and W&T Offshore
"constitutes the highest or otherwise best offer" for the assets.
"[The PSA] will provide a greater recovery for the debtors' estates
than would be provided by any other available alternative," Judge
Lopez said.
About MLCJR LLC
MLCJR LLC and several affiliated entities including Cox Operating
L.L.C., Cox Oil Offshore, L.L.C., Energy XXI GOM, LLC, Energy XXI
Gulf Coast, LLC, EPL Oil & Gas, LLC, and M21K, LLC operate a
business involved in the extraction of offshore oil and gas in the
Gulf of Mexico. They are privately held entities indirectly owned
by Cox Investment Partners, LP, through Phoenix Petro Services
LLC.
On May 12, 2023, Keystone Chemical, LLC and other trade creditors
filed an involuntary petition under Chapter 7 of the Bankruptcy
Code against Cox Operating (Bankr. E.D. La. Case No. 23-10734). The
petitioning creditors are represented by Slyvester Law Firm.
On May 14, 2023, MLCJR and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code. The cases are jointly
administered under In re MLCJR LLC (Bankr. S.D. Texas Lead Case No.
23-90324).
In the petitions signed by Craig Sanders, authorized person, the
Debtors disclosed as much as $50,000 in assets and $100 million to
$500 million in liabilities.
Judge Christopher Lopez oversees the Debtors' cases.
Lawyers at Latham & Watkins, LLP and Jackson Walker LLP represent
the Debtors as legal counsel. Moelis & Debtor LLC, led by its
managing director Bassam J. Latif, is the Debtors' investment
banker while Ryan Omohundro, a partner at Alvarez & Marsal North
America, LLC, serves as the Debtors' chief restructuring officer.
Kroll Restructuring is the claims and noticing agent.
An official committee of unsecured creditors has retained White &
Case LLP as counsel.
Kelly Hart & Pitre, LLP and Underwood Law Firm, P.C. serve as
counsel to Amarillo National Bank, as prepetition lender and
prepetition collateral agent, and as debtor-in-possession (DIP)
agent for the DIP lenders.
Haynes and Boone, LLP serves as counsel to BP Energy Debtor as
prepetition swap party. BP Energy tapped Houlihan Lokey, Inc. and
Looper Goodwine P.C. as financial advisor and regulatory counsel,
respectively.
On May 26, 2023, the U.S. Trustee for Region 7 appointed an
official committee of unsecured creditors. The committee tapped
White & Case as legal counsel and Huron Consulting, LLC as
financial advisor.
MULLEN AUTOMOTIVE: Mullen 3, Class 3 EV Truck Now CARB Certified
----------------------------------------------------------------
Mullen Automotive, Inc. announced the achievement of a key
commercial EV milestone with its all-electric Class 3 low cab
forward chassis truck, receiving certification from the California
Air Resources Board ("CARB"). The certification is awarded to
vehicle manufacturers who meet specific emissions standards in
compliance with CARB regulations. The District of Columbia and 14
states, including California, have adopted vehicle standards under
Section 177 of the Clean Air Act (42 U.S.C. Section 7507), which
requires additional approvals beyond EPA regulations.
Mullen's Class 1 and Class 3 commercial vehicles are now both in
receipt of Environmental Protection Agency ("EPA") and CARB
certifications. Both vehicles are also in full compliance with
U.S. Federal Motor Vehicle Safety Standards. Having received
credentials from CARB and the EPA, Mullen can now sell both the
Mullen ONE and THREE in every state throughout the U.S. A copy of
Mullen's Class 3 CARB certification can be found on MullenUSA.com.
Additionally, CARB certification opens both the Mullen ONE and
THREE eligibility for critical state EV incentive programs, which
vary by each eligible CARB-compliant state. The certification
takes on even more significance with CARB's recent Advanced Clean
Fleets ("ACF") regulation, which will have a requirement that state
and local government fleets, including city, county, special
district, and state agency fleets, ensure 50% of vehicle purchases
are zero-emission beginning in 2024 and 100% of vehicle purchases
are zero-emission by 2027. Fleets that fall under high priority
may also elect to utilize ZEV milestones as an option to meet
overall ZEV targets.
California's HVIP project is an example of a valuable state
incentive program available to CARB-certified vehicles. Under
HVIP, the Mullen THREE EV truck, with a suggested MSRP of
$68,500.00, may qualify for a rebate of up to $45,000.00 and, when
combined with the available $7,500.00 federal tax credit, the net
effective cost of the Mullen THREE would be less than $20,000.00.
"CARB approval accelerates commercialization of the Mullen THREE
and makes our vehicle even more appealing to customers who want to
electrify their fleets," said David Michery, CEO and chairman of
Mullen Automotive. "Having both our Class 1 and Class 3 commercial
EVs now CARB and EPA certified will continue to drive sales in all
states across America."
About Mullen
Mullen Automotive Inc., f/k/a Net Element Inc., is a Southern
California-based automotive company building the next generation
of electric vehicles that will be manufactured in two Company-owned
United States-based assembly plants. Mullen's EV development
portfolio includes the Mullen FIVE EV Crossover, Mullen Commercial
Class 1 and 3 EVs and Bollinger Motors, which features both the B1
and B2 electric SUV trucks and Class 4-6 commercial offerings. On
Sept. 7, 2022, Bollinger Motors became a majority-owned EV truck
company of Mullen Automotive, and on Dec. 1, 2022, Mullen closed on
the acquisition of Electric Last Mile Solutions' assets, including
all IP and a 650,000-square-foot plant in Mishawaka, Indiana.
Mullen Automotive incurred a net loss of $1.01 billion for the year
ended Sept. 30, 2023, a net loss of $740.32 million for the year
ended Sept. 30, 2022, and a net loss of $44.24 million for the year
ended Sept. 30, 2021. As of Sept. 30, 2023, the Company had $421.71
million in total assets, $148.90 million in total liabilities, and
$272.81 million in total stockholders' equity.
Larkspur, California-based RBSM LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
Jan. 16, 2024, citing that the Company has an accumulated deficit,
recurring losses, and expects continuing future losses. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
MUZIK INC: Unsecured Creditors Will Get 16.2% of Claims in Plan
---------------------------------------------------------------
Muzik, Inc. filed with the U.S. Bankruptcy Court for the Central
District of California a Disclosure Statement and Plan of
Reorganization dated January 25, 2024.
The Debtor is organized as a Delaware Corporation. The Debtor
conducted 75 percent of its business activity in Los Angeles,
California since 2012.
Before this case was commenced, the Debtor manufactured or sold
smart audio/visual headphones, and created a patent portfolio with
over 130 patents.
Difficulties emerged globally due to Covid-19 causing the shutdown
of factories in Asia for an extended period of time. When the
factories reopened, the supply chain was so constrained due to
shortages amongst other challenges, that the current chipset design
for the smart headphone was unavailable to the Debtor. The Debtor
determined that it needed to reengineer the internal chipset
technology for the smart headphone, which required the Debtor to
develop and entirely new software platform to power the next
generation chipsets.
The Debtor is resetting its business strategy from manufacturing
smart audio/visual headphones to a licensing model based on its
proprietary and issued patent portfolio. The Debtor has engaged
several intellectual property professionals to assist with this
process. The Plan will convert most creditor debt to equity with
any payments made to secured creditors to be paid upon the
occurrence of certain events in connection with the release of the
licensing model.
Class #2 consists of Other Unsecured Claims. Each Class 2 Claim
will receive common equity securities in the Reorganized Debtor in
exchange for their allowed general unsecured claims. Claimants are
entitled to vote to accept or reject the Plan.
The allowed unsecured claims total $11,228,755.34. Plan provides
that all unsecured claims are converted to common stock in
Reorganized Debtor and recoveries will be in the form of
distributions on common equity. Preferred stock will receive 83.8%
of available dollars and common stock will receive 16.2%.
Under the Plan, Shareholders interests are cancelled and they
receive no recovery under the Plan.
Projections to support feasibility of plan:
* Assumptions: Additional $300,000 available under Exit
Financing Agreement in January 2025 if needed subject to Lender
approval.
* Litigation funding for intellectual property litigation to
be negotiated after the Effective Date as such funders are unlikely
to engage in funding discussions until after the plan of
reorganization is confirmed.
* Payments to creditors from net intellectual property
litigation recoveries depend on successful results from the
litigation. Timing of such payments is unknown at this at this time
as litigation has not yet commenced.
A full-text copy of the Disclosure Statement dated January 25, 2024
is available at https://urlcurt.com/u?l=59qZ0G from
PacerMonitor.com at no charge.
Attorney for Debtor:
Eve H. Karasik, Esq.
Levene, Neale, Bender, Yoo & Golubchik LLP
2818 La Cienega Avenue
Los Angeles, CA 90034
Telephone: (310) 229-1234
Facsimile: (310) 229-1244
Email: ehk@lnbyg.com
About Muzik Inc.
Muzik Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. 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.
NAVIGANT DEVELOPMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Navigant Development LLC
1419 North Wells, Second Floor Rear
Attention: Anthony Tomaska
Chicago, IL 60610
Business Description: Navigant Development LLC
Chapter 11 Petition Date: January 31, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 24-01367
Debtor's Counsel: Robert Glantz, Esq.
MUCH SHELIST PC
191 N Wacker Drive Suite 1800
Chicago, IL 60606
Tel: (312) 521-2000x0
Email: rglantz@muchlaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Anthony Tomaska as managing member.
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/5GMBYNI/Navigant_Development_LLC__ilnbke-24-01367__0001.0.pdf?mcid=tGE4TAMA
NEKTAR THERAPEUTICS: Egan-Jones Retains CCC- Sr. Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on January 16, 2024, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by Nektar Therapeutics. EJR also withdrew the rating
on commercial paper issued by the Company.
Headquartered in San Francisco, California, Nektar Therapeutics is
a biopharmaceutical company.
NEW INSIGHT: S&P Stays 'CCC-' ICR on New M&G Assessment
-------------------------------------------------------
S&P Global Ratings retained its ratings on New Insight Holdings
Inc., including its 'CCC-' issuer credit rating, following the
assignment of the new M&G assessment.
S&P said, "S&P Global Ratings assigned a new M&G modifier
assessment of negative to New Insight, following the revision to
our criteria for evaluating the credit risks presented by an
entity's M&G framework. The terms management and governance
encompass the broad range of oversight and direction conducted by
an entity's owners, board representatives, and executive managers.
These activities and practices can impact an entity's
creditworthiness and, as such, the M&G modifier is an important
component of our analysis.
"Our M&G assessment of negative reflects material deficiencies in
the management and governance that increase credit risk for New
Insight. We view transparency and reporting negatively as the
company has near-term debt maturities (revolver due June 2024, and
first-lien term loan due December 2024), limited covenant headroom
(about 2% as of September 2023), and weak liquidity and we do not
expect the company will be able to get an unqualified audit
opinion."
All other ratings on New Insight are unchanged.
The negative outlook reflects the high likelihood that New Insight
will face a debt restructuring or conventional default within the
next six months.
S&P could lower its rating on the company if it:
-- Breaches its covenant;
-- Fails to make its interest or debt amortization payments; or
-- Announces a debt exchange offer or debt restructuring
transaction.
It is unlikely S&P will raise its rating on New Insight within the
next 12 months unless it no longer views a default as likely and
believed the company will be able to refinance its debt at par.
NICMAR INDUSTRIES: Court OKs Bid Rules for Sale of Assets
---------------------------------------------------------
Nicmar Industries, Inc. received approval from the U.S. Bankruptcy
Court for the District of Maine to solicit bids for its assets.
Nicmar is selling substantially all of its assets, which the
company used to operate its precast concrete business. The
company's business serves both residential and commercial customers
in Maine and several other states.
Under the court-approved bid procedures, the deadline for
interested buyers to place their bids on the assets is on Feb. 12.
Each bid must be accompanied by a cash deposit in the amount of 10%
of the cash portion of the purchase price.
An auction will be held on Feb. 13, at 10:00 a.m. (prevailing
Eastern Time) if the company receives qualified bids.
Before the auction starts, Nicmar will select the highest and best
bid for purposes of constituting the opening bid of the auction.
All bids made thereafter must be in increments of at least
$50,000.
The identity of the winning bidder will be announced a day after
the auction. The winning bidder has until Feb. 29 to consummate the
sale.
The sale of the assets to the winning bidder will be considered at
a court hearing set for Feb. 26, at 1:00 p.m. (prevailing Eastern
Time). Objections to the sale are due by Feb. 21.
Adam Prescott, Esq., the company's attorney, said the company
considered various restructuring alternatives prior to filing its
Chapter 11 case and determined that the sale will "maximize the
value of the estate."
"It is imperative that [Nicmar] completes the sale of the assets
while it continues to have sufficient funds in this case, as well
as on a timely basis that assures employees, customers, and future
business partners about the viability of the business," Mr.
Prescott said in court papers.
About Nicmar Industries
Nicmar Industries Inc. operates a precast concrete business serving
both residential and commercial customers in Maine, New Hampshire,
Massachusetts and elsewhere. Based in Alfred, Maine, the company
conducts business under the name George R. Roberts Company.
Nicmar Industries filed Chapter 11 petition (Bankr. D. Maine Case
No. 24-20006) on Jan. 12, 2024. Stephen J. Ray, president, signed
the petition. As of Sept. 30, 2023, the Debtor had $5,386,007 in
assets and $4,705,439 in liabilities.
Judge Michael A. Fagone presides over the case.
Adam R. Prescott, Esq., at Bernstein, Shur, Sawyer & Nelson, P.A.
is the Debtor's legal counsel.
NOBLE FINANCE II: Moody's Hikes CFR to Ba3 & Unsecured Notes to B1
------------------------------------------------------------------
Moody's Investors Service upgraded Noble Finance II LLC's Corporate
Family Rating to Ba3 from B1, Probability of Default Rating to
Ba3-PD from B1-PD, senior unsecured notes to B1 from B2, and
maintained the stable outlook. The SGL-1 Speculative Grade
Liquidity rating was unchanged.
"The upgrade recognizes management's operational execution and
financial outperformance verses Moody's expectations, along with
establishing a good governance track record demonstrated by
following conservative financial policies and prudent capital
allocation," said Sajjad Alam, Moody's Vice President. "Noble's low
leverage, significant free cash flow potential and contractual
protection through 2025 should provide considerable financial
flexibility in weathering any potential downturn in industry
conditions."
RATINGS RATIONALE
Noble's Ba3 CFR is supported by its low financial leverage;
high-quality newer offshore rig fleet that provide strong asset
coverage and competitive advantages; substantial backlog of $4.7
billion as of September 30, 2023 providing good medium term cash
flow visibility; and the company's long operational track record as
one of the leading contract drillers serving the offshore oil and
gas industry. The CFR also reflects Moody's expectations that Noble
will remain committed to its stated conservative financial
policies, including holding net leverage under 1x, maintaining at
least $600 million of total liquidity and managing shareholder
distributions and future growth prudently.
The CFR is restrained by Noble's re-contracting risks and limited
revenue visibility beyond 2025, the highly cyclical nature of
offshore upstream capital spending, and its indirect exposure to
volatile oil and gas prices. The rating also considers Noble's
operating and governance track record following emergence from
bankruptcy in 2021, as well as management's plan to distribute a
significant portion of future free cash flow to shareholders. While
the supply/demand picture for offshore rigs continues to improve
since 2020 following a protracted multi-year downturn, Moody's
expects the re-contracting environment to remain competitive and
upstream companies to remain disciplined when sanctioning capital
intensive offshore projects. Oil and gas prices need to stay well
above mid-cycle levels to draw incremental upstream investments and
Noble needs to recontract at attractive dayrates on a sustained
basis to further strengthen its credit profile.
Governance risk considerations were material to the rating action.
Noble's ESG Governance issuer profile score was changed to G-3 from
G-4 and the overall credit impact score was changed to CIS-3 from
CIS-4. The change in the governance score reflects improvement in
the "financial strategy and risk management" score to 3 from 4
reflecting management's consistently conservative financial
policies, strong commitment to maintaining low leverage and
established Board level oversight around safety and enterprise risk
management.
Noble will continue to exhibit very good liquidity in coming
quarters, which is captured in the SGL-1 rating. Moody's expects
the company to hold a sizeable cash balance, generate roughly $700
million of operating cash flow in 2024, and distribute most of its
excess cash flow to shareholders after fully funding capital
expenditures. Capex will be higher in 2024 because of higher than
normal periodic survey costs, but spending will then decline
meaningfully in 2025. As of September 30, 2023, the company had
$245 million in cash and cash equivalents and $545 million of
borrowing capacity under its committed $550 million revolving
credit facility. The company has no near term maturities with the
revolver expiring in 2028 and the $600 million 8% notes maturing in
2030. The revolver agreement requires Noble to comply with two
financial covenants, a consolidated net leverage ratio not to
exceed 3x and a minimum interest coverage ratio of 2.5x. The
company will comfortably meet these thresholds through 2025.
Noble's $600 million senior unsecured notes are rated B1, one notch
below the Ba3 CFR given the significant size of its $550 million
revolving credit facility, which has a first-lien secured claim on
substantially all assets of the company. The notes are fully and
unconditionally guaranteed on a senior unsecured basis by all of
Noble's subsidiaries that are borrowers or guarantors under the
revolving credit facility.
The stable outlook reflects Noble's low leverage and substantial
contract backlog through 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade could be considered if Noble continues to exhibit
conservative financial policies, including sustaining gross
debt/EBITDA well below 1x and generating strong free cash flow
after sufficiently reinvesting in the business and funding
shareholder distributions. For an upgrade, the company will also
have to maintain high fleet utilization and a strong backlog in a
supportive industry environment.
The CFR could be downgraded if earnings and backlog decline
materially, the company generates negative free cash flow or the
debt/EBITDA ratio rises above 2x. Any leveraging acquisition or
shareholder distribution could also trigger a downgrade.
Noble Finance II LLC is a wholly-owned indirect subsidiary of Noble
Corporation plc, which is based in the UK, publicly traded, and is
one of the world's largest providers of offshore contract drilling
services to the oil and gas industry.
The principal methodology used in these ratings was Oilfield
Services published in January 2023.
NORDSTROM INC: Egan-Jones Retains B+ Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on December 26, 2023, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by Nordstrom, Inc. EJR also withdraws the rating on
commercial paper issued by the Company.
Headquartered in Seattle, Washington, Nordstrom, Inc. is a fashion
retailer of apparel, shoes, and accessories for men, women, and
children.
OWENS-ILLINOIS GROUP: Egan-Jones Retains B+ Sr. Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on December 29, 2023, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by Owens-Illinois Group, Inc. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in Perrysburg, Ohio, Owens-Illinois Group, Inc.
manufactures and sells glass containers.
PANOCHE ENERGY: S&P Lowers Senior Secured Bonds Rating to 'B+'
--------------------------------------------------------------
S&P Global Ratings downgraded its senior secured bonds due July
2029 to 'B+' from 'BB-' on California-based electric power
generator Panoche Energy Center LLC (PEC). S&P revised the outlook
to negative from stable.
The negative outlook incorporates the risk of higher-than-expected
expenses and continued lower operating performance due to
unexpected engine failures over the next 12 months.
The '2' recovery rating indicates S&P's expectation for substantial
recovery (70%-90%; rounded estimate: 85%) in a default scenario.
PEC is a 417-megawatt (MW) gas-fired, simple-cycle power plant
located in Firebaugh, Calif., about 50 miles west of Fresno. The
project started its commercial operations in 2009. The project is a
wholly owned subsidiary of EIF Panoche LLC, which is an indirect
wholly owned subsidiary of Ares Energy Investors Fund V L.P.
PEC earns its revenue through a long-term PPA with PG&E
(BB-/Positive). Its day-to-day operations and maintenance (O&M) are
contracted out to North American Energy Services Corp. (NAES) (not
rated). A contractual services agreement with GE Energy, an
affiliate of General Electric Co. (BBB+/Stable), covers its major
maintenance.
According to the PPA agreement, PG&E pays monthly fixed capacity
and O&M payments per unit, which are required to maintain a minimum
monthly availability of 70% in the summer months and 60% in the
winter months (excluding scheduled outage time) on a last-12-month
basis to receive contracted fixed capacity and O&M payments. If
monthly availability for each unit falls below 97% in the summer
and 93% in the winter, fixed capacity and O&M payments are
reduced.
The downgrade is driven by S&P's expectation for lower CFADS due to
higher operating expenses and decreased capacity payments until the
end of the debt term compared with historical levels.
S&P said, "We now assume Panoche will operate at annual
availability of about 95.5% under our base case due to frequent
forced outages of its CT units that resulted in average annual
availability of about 96% since 2019. In 2019 and 2020, PEC
experienced similar high pressure compressor failures at its CT
units as in 2023, where monthly availability fell below the
required contract availability required to receive 100% of fixed
capacity and O&M payments. In addition, we expect higher operating
expenses will hurt the projects CFADS until the end of the debt
term, resulting in median DSCR of about 1.12x compared with the
historical median of about 1.25x."
In 2023, three of its four CT units went into forced outages for a
few months, which caused all three units to lose their capacity
payments. According to the PPA, each unit is required to maintain
minimum monthly availability of 70% in the summer months and 60% in
the winter months (excluding scheduled outage time) to receive
contracted fixed capacity and O&M payments. If monthly availability
for each unit falls below 97% in the summer and 93% in the winter,
fixed capacity and O&M payments are reduced.
PEC reported 20% lower revenue than budgeted ($54 million compared
with $66.7 million budgeted) and 20% higher expenses ($29 million
compared with $24 million budgeted), lowering CFADS to about 40%
below budget. It received approximately $8.1 million in property
insurance proceeds for the outage of one of the units, which helped
offset some of the unbudgeted repair costs. PEC did not draw on its
reserves in 2023 and finished 2023 with coverage of about 1x
compared with a DSCR of 1.27x in 2022.
S&P said, "However, we expect PEC's operating expenses to be
approximately $9 million higher in 2024, driven by the timing of
repair and maintenance expenses for the CT units and a permanent
increase in insurance payments, resulting in total operating costs
of about $31 million. We incorporated about $7 million of
additional insurance proceeds we expect it will receive in 2024.
Our revenue forecast of $63.5 million is based on 95.5% monthly
availability of all units in 2024, which reduces the monthly fixed
payment in the summer months by 5%.
"We forecast its CFADS of about $32 million will be slightly below
its debt service of about $33 million (we assume fully drawn DSRA
and availability reserve under the base case); therefore, we
anticipate PEC will draw on its reserves to cover the shortfall,
resulting in a DSCR of about 0.98x in 2024, which is our minimum.
In 2025, we expect expenses to return to normal levels of about $27
million per year, improving its financial performance with coverage
ratios above 1.1x until the end of the debt term. We also
anticipate PEC will replenish its reserves in 2025 and generate
excess cash flow after servicing debt."
The negative outlook incorporates the risk of a possible prolonged
forced outage of the CT units and higher-than-expected O&M expenses
over the next 12 months.
Currently, one unit is out of service and three units are in
operation with lease engines. CT-4 is expected to be back in
service by early February 2024, but it will lose its January fixed
capacity and O&M payments due to the outage. PEC placed CT-3 back
into service in November 2023 with a lease engine, while it
repaired CT-2 in December 2023 by installing the engine from CT-4.
PEC expects to complete the repairs and installations of parts to
CT-1, 2, and 3 by May 2024, subject to parts availability. S&P
expects the project will mitigate the risk of further engine
failures by increasing maintenance, including having a dedicated GE
engineer on site. However, given the track record of consistent
operational issues, our negative outlook signals the possibility of
further underperformance.
S&P said, "We believe PEC has sufficient liquidity sources to meet
its obligations in the next 12 months and until the end of the debt
term under our base case.
"We believe PEC's liquidity is adequate. Its sources of liquidity
include a LOC-funded DSRA of $16.34 million, LOC-funded
availability reserve of $5.5 million, cash-funded major maintenance
reserve of $3.5 million, and about $11.6 million of cash accounts
as of Dec. 31, 2023. We anticipate PEC will draw on its LOC-funded
major maintenance in 2024 and replenish it in 2025 with CFADS."
Ares, PEC's project sponsor, injected about $35.5 million in equity
to cover the purchase of carbon credits until the end of the debt
term, mitigating the project's carbon compliance risk.
In 2022, Ares injected approximately $35.5 million of equity to
purchase about 1.3 million of carbon allowances. S&P said, "We
estimate PEC will have sufficient carbon credits to cover its
carbon emissions until the end of the debt term, which we view as
credit positive. Even with a 20% increase in generation, we
estimate the project will have excess units at the end of the debt
term based on the carbon payment schedule." As of Dec. 31, 2023,
PEC had 1.946 million carbon credits, which essentially alleviates
future cash outflow related to carbon emissions.
Each carbon compliance period is three years, where 30% of the
first year's emissions are due in year one, 30% of the second
year's emissions are due in year two, and 70% of the two previous
years' emissions and 100% of the third year's emissions are due in
year three. In 2024, PEC has to surrender 70% of 2021 and 2022 and
100% of 2023 covered emissions or about 816,000 carbon allowances.
The negative outlook incorporates the risk of a possible prolonged
forced outage of the CTs or higher-than-expected operating expenses
over the next 12 months. Under our base case, S&P expects the
project will have sufficient liquidity to cover its debt service
over the next 12 months.
S&P could lower the rating on PEC if its liquidity deteriorates in
the next 12 months from additional unexpected operational outages
and low availability that cause its fixed capacity and O&M payments
to decline below its expectations or its expenses increase above
our expectation and impact available liquidity.
S&P could revise the outlook to stable if:
-- All four units perform normally and above the required
contractual provisions over the next 12 months, leading to no
discount to its fixed capacity and O&M payments; and
-- PEC replenishes drawn reserves with operating cash flow in
2024.
PARRS ENTERPRISES: Seeks Court Nod to Sell Property for $760,000
----------------------------------------------------------------
Parrs Enterprises, Inc. asked the U.S. Bankruptcy Court for the
Northern District of Iowa for approval to sell its real estate.
The company is selling its farm in Van Buren County, Iowa, to Larry
Budnik of Downer's Grove, Ill. The buyer offered $760,000 for the
property.
Parrs Enterprises first received an offer from Mr. Budnik in
February 2023. The company, however, was unable to close the sale
because Solon State Bank obtained a temporary injunction barring
the company from disbursing the proceeds.
In court papers, Parrs Enterprises said it disputes Solon State
Bank's right to a lien on the property and asked the bankruptcy
court to order a sale "free and clear" of the bank's alleged lien.
About Parrs Enterprises
Parrs Enterprises, Inc. filed Chapter 11 petition (Bankr. N.D. Iowa
Case No. 24-00026) on Jan. 11, 2024, with $500,001 to $1 million in
both assets and liabilities.
Joseph A. Peiffer, Esq., at AG & Business Legal Strategies is the
Debtor's legal counsel.
PCS & ESTIMATE: Seeks Cash Collateral Access
--------------------------------------------
PCS & Estimate, LLC asks the U.S. Bankruptcy Court for the Northern
District of Ohio, Eastern Division, for authority to use cash
collateral and provide adequate protection.
The Debtor requires the use of cash collateral to fund operations
throughout its bankruptcy case and until the assets of the Debtor
are sold via 11 U.S.C. Section 363.
Farmers National Bank of Canfield and Nationwide Mutual Insurance
Company assert an interest in the Debtor's cash collateral.
The Debtor's sole prepetition secured lender was Farmers National
Bank. The obligations of the Debtor owing to Farmers arise out of
the Debtor's purported guaranty of a $1.5 million Promissory Note
made by the Debtor’s affiliate, Project and Construction
Services, Inc., in favor of Farmers. On November 29, 2022, the
Debtor executed and delivered to Farmers its Commercial Guaranty,
under which the Debtor absolutely and unconditionally guaranteed
payment of the amount due under the Farmers Note.
A UCC Financing Statement, reflecting the Debtor as a debtor, was
filed on Farmers' behalf with the Ohio Secretary of State on
November 30, 2022, at FS Number OH00268886199.
The only other party who may have, or may claim to have, an
interest in cash collateral is Nationwide. Nationwide's possible
interest arises from the General Agreement of Indemnity by and
among Nationwide, the Debtor and others, effective February 12,
2020.
All amounts owed by the Debtor to Farmers and Nationwide will be
subject to replacement liens in the same order and priority as any
valid and unavoidable liens held by Farmers Nationwide against the
Debtor's assets on a prepetition basis.
As reflected in the Budget, the Debtor proposes to pay Farmers,
commencing the week of February 5, 2024, and continuing monthly
thereafter, the sum of $6,000.
The Order provides that the replacement liens and security
interests granted to Farmers and Nationwide be subject and
subordinate to (i) allowed claims and professionals of the Debtor,
and (ii) all fees required to be paid to the Clerk of the Court and
to the Office of the United States Trustee under 28 U.S.C. Section
1930(a).
A copy of the motion is available at https://urlcurt.com/u?l=NF5fm1
from PacerMonitor.com.
About PCS & Estimate, LLC
PCS & Estimate, LLC is a provider of pre-construction cost
management and construction consulting services. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Ohio Case No. 24-10264-skk) on January 26, 2024. In the
petition signed by Brandon Lawlor, president and member, the Debtor
disclosed up to $1 million in both assets and liabilities.
Richard K. Stovall, Esq., at Allen Stovall Neuman & Ashton LLP,
represents the Debtor as legal counsel.
PLOURDE SAND: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The U.S. Trustee for Region 1 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Plourde Sand & Gravel Co., Inc.
About Plourde Sand & Gravel Co.
Plourde Sand & Gravel Co., Inc. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. N.H. Case No. 24-10015) on
January 9, 2024, with as much as $10 million in both assets and
liabilities. Daniel O. Plourde, sole shareholder and vice
president, signed the petition.
Judge Bruce A. Harwood oversees the case.
Eleanor Wm. Dahar, Esq., at Victor W. Dahar Professional
Association, represents the Debtor as legal counsel.
POST HOLDINGS: Egan-Jones Retains B Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on January 12, 2024, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Post Holdings, Inc. EJR also withdraws the rating on
commercial paper issued by the Company.
Headquartered in St Louis, Missouri, Post Holdings, Inc. operates
as a holding company.
PRESCOTT WHISPERING: Unsecureds to Recover 100% in Sale Plan
------------------------------------------------------------
Prescott Whispering Rock LLC filed with the U.S. Bankruptcy Court
for the Central District of California a Disclosure Statement and
Plan of Reorganization dated January 25, 2024.
The Debtor is an Arizona limited liability company that owns 30.22
acres of partially developed land consisting of eight superpads
located within the proposed Prescott Whispering Rock mixed use
development along Willow Creek Road at Haas Boulevard in Prescott,
Arizona (the "Property").
The Debtor's principal is Hojat Askari, M.D. who previously
operated an internal medicine practice in Prescott, Arizona. Dr.
Askari's Arizona medical practice closed in early 2023 due to among
other things, a legal dispute with the practice's office manager
and a need for Dr. Askari to move to Beverly Hills, CA so he and
his wife could be closer to her children and elderly father. The
Debtor's principal office is located in Beverly Hills, California.
The Debtor no longer operates and merely holds title in the Real
Property. The Debtor commenced the bankruptcy case with the
intention of selling the Real Property. The Debtor has filed an
application with the court for an order authorizing the Debtor to
employ Citypoint Arizona, LLC as it real estate broker (the
"Application") to list, market and sell the properties in either:
(a) a single sale, or (b) multiple sales of one or more parcels.
The Debtor believes there is equity in the Real Property and that
it can sell the Real Property and pay off its creditors. After the
Debtor sells the Real Property and pays off its creditors, the
Debtor's principal intends to dissolve the Debtor.
The fair market value of all assets equals between $15,000,500 to
$17,525,500. The amount of the total liabilities is disputed, but
the Debtor estimates is equal $7,897,121 or less. For purposes of
this Disclosure Statement and Plan the Debtor uses the conservative
fair market value of $15,000,500. In addition, there are assets
with an unknown value. These assets are insurance claims against
two dwelling fire insurance policies and a possible adversary
proceeding against Banner Health. The Debtor is still investigating
these assets.
Class #2b consists of General unsecured claims. Each claimant in
Class #2b will be paid 100% of its claim beginning the first
relevant date after the Effective Date.
The allowed unsecured claims total $887,000. General Unsecured
Claims will receive a distribution of 100% of their allowed
claims.
The Plan proposes to fund the payments to creditors with the
proceeds of a sale of the Debtor's Real Property as one block or as
individual parcels for no less than $15 million. The Debtor has
filed a motion seeking approval of Citypoint Arizona LLC as its
commercial real estate broker, and Citypoint Arizona LLC has
already begun preparing the materials to market the property to
other brokers and to the public. The Debtor anticipates it will
receive multiple purchase offers and will seek Court approval of
the highest and best offer. Once the Debtor selects a buyer or
buyers of the parcels, any sale will be subject to Bankruptcy Court
approval and overbids would be expected to close escrow by July 31,
2024.
A full-text copy of the Disclosure Statement dated January 25, 2024
is available at https://urlcurt.com/u?l=YgMUKO from
PacerMonitor.com at no charge.
Attorney for the Plan Proponent:
Kevin C. Ronk, Esq.
Portillo Ronk Legal Team
5716 Corsa Ave, Suite 207
Westlake Village, CA 91362
Tel: (805) 203-6123
Fax: (805) 830-1717
Email: Attorneys@portilloronk.com
About Prescott Whispering Rock
Prescott Whispering Rock, LLC, is a Single Asset Real Estate debtor
(as defined in 11 U.S.C. Section 101(51B)).
Prescott Whispering Rock filed its voluntary petition for Chapter
11 protection (Bankr. C.D. Cal. Case No. 23-17083) on Oct. 27,
2023, listing $10 million to $50 million in assets and $1 million
to $10 million in liabilities. Hojat Askari, MD, as managing
member, signed the petition.
Judge Vincent P. Zurzolo oversees the case.
PORTILLO RONK LEGAL TEAM serves as the Debtor's legal counsel.
PROTERRA INC: Completes Sale of Transit Assets to Phoenix Motor
---------------------------------------------------------------
Proterra, Inc. announced in a filing with the U.S. Bankruptcy Court
for the District of Delaware the closing of the sale of Proterra
Transit's assets to Phoenix Motor, Inc. on Jan. 11.
The transaction was consummated two days after the bankruptcy court
approved the sale of assets used to operate Proterra Transit's
business, which include real and personal property. The assets do
not include battery lease assets.
Phoenix Motor made a cash offer of $3.5 million for the assets. It
also agreed to assume certain liabilities of the seller and pay the
amounts to cure defaults under certain contracts that will be
transferred to the buyer as part of the deal.
Phoenix Motor was selected as the winning bidder at the auction
held on Nov. 13.
On Jan. 9, the bankruptcy court also approved the sale to Phoenix
Motor of certain battery lease assets pursuant to an asset purchase
agreement between Phoenix Motor and the sellers, Proterra, Inc. and
Proterra Operating Company, Inc.
Phoenix Motor was also the winning bidder for the assets at the
Nov. 13 auction. The buyer offered $6.5 million in cash, agreed to
assume certain liabilities, and pay cure costs.
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 its affiliate, Proterra Operating Company, Inc.,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-11120) on August 7, 2023. At the
time of the filing, the Debtors reported $500 million to $1 billion
in both assets and liabilities.
Judge Brendan Linehan Shannon oversees the cases.
Young Conaway Stargatt & Taylor, LLP and Paul Weiss Rifkind Wharton
& Garrison, LLP represent the Debtors as legal counsels. The
Debtors also tapped FTI Consulting, Inc. as financial advisor;
Moelis & Company, LLC as investment banker; and Kurtzman Carson
Consultants, LLC as claims, noticing and administrative agent.
Andrew Vara, Acting U.S. Trustee for Regions 3 and 9, appointed an
official committee to represent unsecured creditors in the Debtors'
Chapter 11 cases. The committee is represented by the law firms of
Morris James, LLP and Lowenstein Sandler, LLP.
RAMBUS INC: Egan-Jones Hikes Senior Unsecured Ratings to B+
-----------------------------------------------------------
Egan-Jones Ratings Company, on January 2, 2024, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Rambus Inc. to B+ from B. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in Sunnyvale, California, Rambus Inc. designs,
develops, licenses, and markets high-speed chip-to-chip interface
technology to enhance the performance and cost-effectiveness of
consumer electronics, computer systems, and other electronic
products.
REMARK HOLDINGS: Amends Bylaws to Reduce Meeting Quorum Requirement
-------------------------------------------------------------------
Remark Holdings, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Jan. 29, 2024, the Board
of Directors of the Company approved an amendment to Section 2.06
of the Company's Amended and Restated Bylaws to reduce the quorum
for the transaction of business at all meetings of stockholders,
whether annual or special, from a majority to one-third or 33.33%
of the shares entitled to vote thereat, present in person or by
proxy. The amendment became effective immediately.
About Remark Holdings
Remark Holdings, Inc. (NASDAQ: MARK) --
http://www.remarkholdings.com-- is a diversified global technology
business with leading artificial intelligence and data-analytics,
as well as a portfolio of digital media properties. The Company's
innovative artificial intelligence ("AI") and data analytics
solutions continue to gain worldwide awareness and recognition
through comparative testing, product demonstrations, media
exposure, and word of mouth. The Company continues to see positive
responses and increased acceptance of its software and applications
in a growing number of industries.
Remark Holdings reported a net loss of $55.48 million for the year
ended Dec. 31, 2022, compared to net income of $27.47 million for
the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had
$12.40 million in total assets, $45.32 million in total
liabilities, and a total stockholders' deficit of $32.92 million.
In its Quarterly Report for the period ended Sept. 30, 2023, Remark
Holdings said its history of recurring operating losses, working
capital deficiencies and negative cash flows from operating
activities give rise to, and management has concluded that there
is, substantial doubt regarding the Company's ability to continue
as a going concern. The Company's independent registered public
accounting firm, in its report on the Company's consolidated
financial statements for the year ended December 31, 2022, has also
expressed substantial doubt about the Company's ability to continue
as a going concern.
REMARK HOLDINGS: Inks 5-Year Cloud Services Deal With Microsoft
---------------------------------------------------------------
Remark Holdings, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Jan. 29, 2024, Microsoft
Corporation entered into a five-year cloud services and marketing
agreement with the Company.
During the agreement period, the Company's Remark AI business unit
and its customers will consume $80 million of Microsoft Azure cloud
services and Microsoft, to aid Remark AI in integrating new
customers with Azure and driving use of Azure Services, will
co-market Remark AI's solutions on the Microsoft Azure Marketplace
and provide Remark AI with $2 million of Azure cloud services
credits and approximately $0.7 million of consulting and migration
credits. A full-text copy of the Agreement is available for free
at:
https://www.sec.gov/Archives/edgar/data/1368365/000136836524000014/ex101microsoftagreement.htm
About Remark Holdings
Remark Holdings, Inc. (NASDAQ: MARK) --
http://www.remarkholdings.com-- is a diversified global technology
business with leading artificial intelligence and data-analytics,
as well as a portfolio of digital media properties. The Company's
innovative artificial intelligence ("AI") and data analytics
solutions continue to gain worldwide awareness and recognition
through comparative testing, product demonstrations, media
exposure, and word of mouth. The Company continues to see positive
responses and increased acceptance of its software and applications
in a growing number of industries.
Remark Holdings reported a net loss of $55.48 million for the year
ended Dec. 31, 2022, compared to net income of $27.47 million for
the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had
$12.40 million in total assets, $45.32 million in total
liabilities, and a total stockholders' deficit of $32.92 million.
In its Quarterly Report for the period ended Sept. 30, 2023, Remark
Holdings said its history of recurring operating losses, working
capital deficiencies and negative cash flows from operating
activities give rise to, and management has concluded that there
is, substantial doubt regarding the Company's ability to continue
as a going concern. The Company's independent registered public
accounting firm, in its report on the Company's consolidated
financial statements for the year ended December 31, 2022, has also
expressed substantial doubt about the Company's ability to continue
as a going concern.
RIDER UNIVERSITY: Moody's Cuts Issuer & Rev. Bond Ratings to Caa1
-----------------------------------------------------------------
Moody's Investors Service has downgraded Rider University's (NJ)
issuer and revenue bond ratings to Caa1 from B3. The university had
$119 million of outstanding debt as of fiscal year end 2023. The
outlook has been changed to stable from negative.
The downgrade reflects ongoing operating deficits and severely
limited unrestricted liquidity. Governance considerations are a key
driver of this rating action, including financial strategy and risk
management as well as management credibility and track record.
These are evidenced by challenges in shoring up liquidity in
advance of needs through access to external funds given prior
depletion of virtually all unrestricted liquidity to cover
deficits, which are expected to continue through at least fiscal
2025.
The outlook change to stable from negative indicates that the
outlook is stable at the new rating level.
RATINGS RATIONALE
The Caa1 issuer rating remains supported by Rider's moderate scope
of operations with a regional market brand, good program diversity
and steady enrollment for fall 2023. Despite significant
cost-cutting measures, which generated almost $10 million in
savings in fiscal 2023, material deficits will persist through at
least fiscal 2025 based on Rider's recent budget estimates. This
highlights the university's difficulty in achieving structurally
balanced operations absent deep expense reductions. Given the
moderate size of operations and already identified savings, the
likelihood of generating more savings to narrow the operating gap
will be low. Also, Rider's high proportion of unionized faculty
hinders its ability to further reduce expenses. With almost no
unrestricted liquidity, the university has limited flexibility to
address its material operating challenges, absent draws from
restricted assets or additional borrowing. In fiscal 2023, Rider
relied on a short-term line of credit to cover operating expenses
and meet financial covenants and is likely to face similar
challenges in fiscal 2024.
The Caa1 revenue bond rating incorporates deteriorating credit
quality reflected in the issuer rating given the general obligation
nature of the pledge, with a secured interest in gross receipts as
well as heightened risk of monetizing all or part of the campus in
the event of default. While outstanding bonds are further secured
by non-overlapping mortgage pledges on Rider's main campus in
Lawrenceville, with a total appraised value of over $230 million,
potential sale of all or part of the campus presents growing
challenges in an environment of increasing litigation and
difficulty obtaining needed external approvals for sale of
university land and buildings.
RATING OUTLOOK
The stable outlook reflects Moody's expectation that the
university's moderate scope of operations and steady enrollment
will support the current rating level for the near term as the
university continues to work on operational improvements.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Material strengthening of operating performance with
significant increase in liquidity
-- Significant improvement in strategic position, reflected in
multi-year enrollment and net tuition revenue growth
-- Growth in balance sheet reserves, particularly unrestricted
reserves, that outpaces peers
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Inability to renew the line of credit for a long-term period or
renewal under credit unfavorable terms, or find alternative sources
of liquidity
-- Lack of sustainable progress to balanced operating performance
and greater intrinsic liquidity
-- Operating deficits deeper than those currently projected
through 2025
LEGAL SECURITY
The bonds are a general obligation of the university and are
secured by a Mortgage and Security Agreement under which certain
real and personal property are pledged along with a pledge of
tuition and fees. Series 2017 bonds are secured by a mortgage
pledge on the Lawrenceville campus' student center and fine arts
building; Series 2021 bonds have a mortgage pledge on the remainder
of the Lawrenceville campus, excluding these facilities and certain
undeveloped parcels. The line of credit has a priority mortgage
pledge on certain undeveloped parcels on the Lawrenceville campus
and a second priority mortgage pledge on the Princeton campus.
The outstanding Series 2021A and B bonds have a financial covenant
that requires minimum days cash on hand of 30 days in fiscal 2023
and 2024 and 45 days thereafter. The university has currently has
highly limited flexibility to address its material operating
challenges, absent draws from restricted assets or external
borrowing.
PROFILE
Rider University is a moderately sized private, non-profit
university located in Lawrence Township (Mercer County), NJ. In
fall 2023, Rider enrolled 3,731 full-time equivalent (FTE) students
and in fiscal 2023 recorded operating revenue of $122 million.
METHODOLOGY
The principal methodology used in these ratings was Higher
Education Methodology published in August 2021.
RRG INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: RRG, Inc.
6640 Shade Tree Way
Cumming GA 30040
Business Description: The Debtor is primarily engaged in providing
food services.
Chapter 11 Petition Date: January 31, 2024
Court: United States Bankruptcy Court
Southern District of Georgia
Case No.: 24-10075
Debtor's Counsel: Bowen Klosinski, Esq.
KLOSINSKI OVERSTREET, LLP
1229 Augusta West Pkwy
Augusta GA 30909
Tel: 706-863-2255
Email: bak@klosinski.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mark Rinna 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/DRBSOBY/RRG_Inc__gasbke-24-10075__0001.0.pdf?mcid=tGE4TAMA
SDS COLCON: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of SDS Colcon
Owner, LLC.
The committee members are:
1. Shahram David Behin
130 Washington Avenue
Brooklyn, NY 11205
Tel: (917) 676-3781
2. Charles Loomis Chariss McAfee Architects
1906 Rittenhouse Square
Philadelphia, PA 19103
Tel: (215) 546-4468
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About SDS Colcon Owner
SDS Colcon Owner, LLC owns a condominium development project
located at 63 Columbia St., Brooklyn, N.Y., which is approximately
75% to 80% complete. The property is being built to house 11
residential condominium units having a total sale close out value
of approximately $25 million.
SDS Colcon Owner filed Chapter 11 petition (Bankr. E.D. N.Y. Case
No. 23-44130) on Nov. 13, 2023, with $10 million to $50 million in
both assets and liabilities.
Judge Nancy Hershey Lord oversees the case.
Kevin Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP is the
Debtor's legal counsel.
SEATTLE SOLUTIONS: Sale Proceeds & Operating Revenues to Fund Plan
------------------------------------------------------------------
Seattle Solutions LLC, filed with the U.S. Bankruptcy Court for the
Western District of Washington a Chapter 11 Plan of Reorganization
dated Jan. 25, 2024.
The Company has no employees and, at any given time, provides a
source of income for approximately ten independent contractor
long-haul drivers.
The Debtor leases the real property on which the Debtor's business
premises are situated, located at 2205 116th Street S., Tacoma,
Washington. The monthly rent payment is $8,000 per month, which the
Debtor believes is below market rate.
The Debtor is a small business seeking reorganization of its
financial obligations through the bankruptcy system. Its chief
executive and president, Mr. Keshav Sharma, is solely responsible
for all aspects of the Company, including administration, business
development, accounting, contracting, scheduling, maintenance, and
purchasing, among myriad other responsibilities.
The Plan provides for seven Classes of Claims and one Class of
Equity Interests, as well as for payment of Administrative Claims
and Professional Fee Claims. The Plan provides for reinstatement of
the SBA's senior secured loan, payment in full of KeyBank's secured
loans, reinstatement or surrender of collateral relating to other
purchase money secured loans, and payment of General Unsecured
Claims from the Debtor's future operating revenues and Net Sale
Proceeds of certain Consolidated Estate Property. Such payments and
other relief, in the Debtor's opinion, provides greater recovery to
Creditors than which is likely under a liquidation of the Debtor.
The Debtor's financial projections for 2024 through 2029 show that
the Debtor will have sufficient projected disposable income to make
all payments required under the Plan. The final Plan payment is
expected to be paid on or around April 1, 2029.
Class 6 consists of all Administrative Convenience Claims. The
Debtor shall pay each Holder of an Administrative Convenience Claim
a Cash payment equal to the full amount of such Holder's Allowed
Claim on the later of (i) 10 Business Days after the Effective
Date, or (ii) 3 Business Days following the date upon which the
Debtor receives notice that such Claim has become an Allowed
Claim.
Each Holder of a General Unsecured Claim in the amount of $1,000 or
less is deemed to hold a Class 6 Administrative Convenience Claim
and shall be treated under this Section 5.2.6.5. Any Holder of a
General Unsecured Claim in excess of $1,000.00 desiring treatment
as a Class 6 Administrative Convenience Claim may elect to reduce
its Allowed Claim to $1,000.00 by (i) timely returning a Ballot
approving the Plan, and (ii) making an election on the Ballot for
treatment as the Holder of Class 6 Administrative Convenience
Claim. By making such election, the Holder expressly agrees that,
upon the Effective Date, it shall be conclusively deemed to have
(i) elected to be treated under this Section 5.2.6.5, and (ii)
waived and released for all time and for all purposes the portion
of its Claim greater than $1,000.00.
Class 7 consists of all General Unsecured Claims. Upon the closing
of a sale of any Consolidated Estate Property, the Reorganized
Debtor shall make a lump sum Cash payment from the Net Sale
Proceeds of any such sale(s) in an aggregate amount of at least
$100,000.00, which shall be paid Pro Rata to Holders of General
Unsecured Claims.
In addition, each Holder of a Class 7 General Unsecured Claim shall
receive, on a monthly basis, its Pro Rata share of a total monthly
payment to Class 7 in the amount of $4,000.00, commencing in the
first full month following the Effective Date, until the earlier
of: (i) 60 months, or (ii) all Allowed Class 7 General Unsecured
Claims are paid in full. All payments shall be made on or before
the 10th day of each month in which a payment is due. Class 7 is
Impaired.
Class 8 consists of all Equity Interests. The Holder of the Equity
Interests shall retain such Equity Interests following
Confirmation, except as inconsistent with the terms and conditions
of this Plan, in which case the Plan shall control. The Holder of
Class 8 Equity Interests shall not receive any Distribution
pursuant to this Plan.
Except as otherwise provided in the Plan, on and after the
Effective Date, the Consolidated Estate Property shall vest in the
Estate, under the control of the Reorganized Debtor, to carry out
the requirements of the Plan and the Confirmation Order. Such
vesting of the Consolidated Estate Property shall be for Plan
purposes only, and shall not require any formal written transfer
documents, deeds, or the like, or any recordation in the public
records of any such transfer document. The Consolidated Estate
Property shall be sold free and clear of all Liens, Claims,
interests and encumbrances, provided that, any such Liens, Claims,
interests and encumbrances in the Consolidated Estate Property
shall attach to the sale proceeds in the same order of priority,
and with the same validity, force and effect that such Creditor had
prior to the sale, subject to any claims and defenses the Equity
Holder, Affiliate, or Reorganized Debtor may possess with respect
thereto.
Under the Plan, the Reorganized Debtor shall retain possession and
ownership of the Assets, and the Reorganized Debtor shall have the
authority to sell or surrender any Asset without further order of
the Bankruptcy Court after the Effective Date, including outside
the ordinary course of business, provided, however, that the Class
2 KEF Claim has been paid in full, would be paid in full through
such sale, or otherwise agreed by and between KeyBank and the
Reorganized Debtor. Any sale of an Asset by KeyBank or any other
third party effectuated by voluntary surrender of such Asset by the
Debtor shall be done in accordance with applicable non-bankruptcy
law.
A full-text copy of the Plan of Reorganization dated January 25,
2024 is available at https://urlcurt.com/u?l=jnUizI from
PacerMonitor.com at no charge.
Counsel to Debtor:
Richard B. Keeton, Esq.
Bush Kornfeld, LLP
601 Union Street, Suite 5000
Seattle, WA 98101
Telephone: (206) 292-2110
Email: rkeeton@bskd.com
About Seattle Solutions
Seattle Solutions LLC owns a leasehold interest in a commercial
real property located at 2205 116th Street S., Tacoma, WA.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-41877) on Oct. 27,
2023. In the petition signed by Keshav Sharma, managing member,
the Debtor disclosed $832,478 in assets and $4,112,643 in
liabilities.
Judge Mary Jo Heston oversees the case.
Richard B. Keeton, Esq., at Bush Kornfeld LLLP, is the Debtor's
legal counsel.
SEMINOLE HOSPITAL: Moody's Lowers Issuer & GOLT Ratings to Caa1
---------------------------------------------------------------
Moody's Investors Service has downgraded Seminole Hospital District
(Gaines County), TX's issuer and general obligation limited tax
ratings to Caa1 from B1. Concurrently, the negative outlook was
removed. The district has approximately $30.2 million of debt
outstanding.
The downgrade to Caa1 reflects the district's ongoing depletion of
liquidity, increase in deferred payables, unwillingness to increase
property taxes to stem shortfalls in operating revenue and
uncertainty around management's ability to balance recurring
expenses with recurring revenue.
RATINGS RATIONALE
The Caa1 rating reflects the severe and persistent deterioration of
the district's financial and operational profile, culminating in a
significant depletion of liquidity. It further underscores the
district's necessity to defer substantial payables in fiscal 2023,
which will further challenge the district's already precarious
financial standing.
Even though new management has been appointed and has implemented
some cost reductions, the unrestricted cash reserves dropped, based
on unaudited results, to a weak 9 days' worth of cash on hand or
2.1% of expected revenue in fiscal 2023. This critical situation is
compounded by the district's limited operational scale, a tax base
that is not only volatile but also heavily reliant on the oil and
gas industry, and the persistent uncertainty surrounding the
district's capacity to effect any significant improvement in its
liquidity position in the foreseeable future. The rating also takes
into account the district's below-average debt burden of 0.9%
relative to full value, offset by the narrow operational scope,
along with the inherent enterprise risk that comes with operating a
hospital.
Governance is a key driver for the downgrade, as Seminole's
management has exhibited an unwillingness to increase property tax
rates sufficiently counterbalance the volatile tax base and
escalating expenditures. This, coupled with the uncertainty over
the district's ability to meet future debt service payments in a
timely manner - given its track record of consecutive
administrative problems that led to delayed debt service payments
in 2022 and 2023 - casts significant uncertainty over the
district's financial future.
The lack of distinction between the district's Caa1 issuer and Caa1
GOLT rating is based on sizeable headroom under the statutory
limitation which allows for significant capacity to pay debt
service.
RATING OUTLOOK
Moody's does not typically assigns outlooks to local government
issuers with this amount of debt outstanding.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Stabilization of operating revenue couple with a multi-year
trend of improving operating margins, bolstering unrestricted cash
to a minimum of 30 days cash on hand without resorting to further
delaying account payables or issuing temporary bank notes.
-- Substantial growth and diversification of tax base
-- Material increase in property tax levy
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Debt service default and/or plans to enter into bankruptcy
proceedings
-- Continued weak operating margins resulting in additional
financial distress
-- Contraction of the tax base without sufficient adjustment of
tax levies
-- Increased debt burden and/or fixed costs
LEGAL SECURITY
The bonds constitute direct obligations of the district, payable
from the levy and collection of a direct and continuing ad valorem
tax levied on all taxable property within the district, within the
limits prescribed by law. The maximum ad valorem tax rate is
limited to $7.50 per $1,000 of assessed value for all purposes.
PROFILE
Seminole Hospital District is in Gaines County, Texas and is
roughly 70 miles north of the City of Midland (Aa1 stable) and 80
miles south of the City of Lubbock (Aa2 stable). The hospital is a
crucial access point with 25 authorized beds, 18 for acute care and
7 for swing care, which is intermediate care. The tax base is
substantial and fluctuating, with approximately 44% of the top
taxpayers being related to the oil and gas industry.
METHODOLOGY
The principal methodology used in this rating was US Special
Purpose District General Obligation Debt Methodology published in
November 2022.
SINTX TECHNOLOGIES: Inks Development Agreement With U.S. Army
-------------------------------------------------------------
SINTX Technologies, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that it has entered into a
Cooperative Research and Development Agreement (CRADA) with the
U.S. Army Combat Capabilities Development Command Army Research
Laboratory.
The research will focus primarily on binder jetting and methods to
densify green bodies made by the binder jetting 3D printed process.
Each party has agreed to fund its own research under the CRADA
over a period of five years.
About SINTX Technologies
Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. --
https://ir.sintx.com -- is an advanced ceramics company that
develops and commercializes materials, components, and technologies
for biomedical, technical, and antipathogenic applications. The
core strength of SINTX Technologies is the manufacturing, research,
and development of advanced ceramics for external partners.
SINTX reported net loss of $12.04 million in 2022, a net loss of
$9.31 million in 2021, a net loss of $7.03 million in 2020, and a
net loss of $4.79 million in 2019. For the six months ended June
30, 2023, the Company reported a net loss of $2.75 million. As of
Dec. 31, 2022, the Company had $15.77 million in total assets,
$10.07 million in total liabilities, and $5.70 million in total
stockholders' equity.
"If the Company seeks to obtain additional equity or debt
financing, such funding is not assured and may not be available to
the Company on favorable or acceptable terms and may involve
significant restrictive covenants. Any additional equity financing
is also not assured and, if available to the Company, will most
likely be dilutive to its current stockholders. If the Company is
not able to obtain additional debt or equity financing on a timely
basis, the impact on the Company will be material and adverse.
These uncertainties raise substantial doubt about the Company's
ability to continue as a going concern," according to the Company's
Quarterly Report for the period ended Sept. 30, 2023.
SINTX disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Oct. 20, 2023, the Company received a
notice from Nasdaq Listing Qualifications department of the Nasdaq
Stock Market LLC stating that the bid price of the Company's common
stock for the 30 consecutive trading days prior to Oct. 20, 2023
had closed below the minimum $1.00 per share required for continued
listing under Listing Rule 5550(a)(2).
SL GREEN REALTY: S&P Alters Outlook to Negative, Affirms 'BB+' ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed all of its ratings on the company, including the 'BB+'
issuer credit rating. The recovery rating on the debt is '3'.
The negative outlook reflects S&P's view that SL Green could face
continued pressure from secular headwinds. S&P expects its S&P
Global Ratings-adjusted debt to EBITDA to decline only modestly to
the high-11x area in 2024.
S&P said, "SL Green's leverage remains elevated, and we do not
expect a material improvement over the near term. As of Sept. 30,
2023, SL Green's S&P Global Ratings-adjusted debt to EBITDA was
12.2x, compared with 14.2x one year earlier. The improvement in
leverage was largely driven by development stabilizations and asset
sales. In our view, the transaction market will remain challenging
over the next 12 months amid elevated interest rates and pressured
office fundamentals. As such, we believe there is still substantial
uncertainty on the magnitude and pace of further deleveraging from
asset sales. Although we acknowledge SL Green's track record on
dispositions (approximately $1.9 billion in 2021, $650 million in
2022, and $1.1 billion in 2023) of high-quality assets, we believe
the timing of additional dispositions is uncertain and will likely
result in debt leverage remaining elevated over the near term. We
project debt to EBITDA to decline modestly to the high-11x area in
2024, driven by cash rents from One Vanderbilt, the equity
contribution for One Madison development, and additional asset
sales. Similarly, we estimate fixed-charge coverage (FCC)will
improve to the mid- to high-1x area over the next year.
"We expect SL Green's operating performance to remain challenged
from secular headwinds, but its sizable, high-quality portfolio
should hold up better than most peers. As of Dec. 31, 2023, SL
Green held interests in 58 buildings totaling 32.5 million square
feet. Despite sustained pressure from the accelerated adoption of
remote working and weakened office fundamentals, SL Green's
same-property Manhattan office portfolio performed relatively
better than peers. Its leased rate was 90.0% as of Dec. 31, 2023,
compared with 91.2% as of Dec. 31, 2022. We believe the company's
occupancy will remain near current levels over the next two years,
supported by its high-quality properties and a manageable
consolidated Manhattan portfolio lease expiration schedule (office
and retail), with 6.5% in 2024, 9.0% in 2025, and 10.2% in 2026.
Similarly, its same property cash net operating income (NOI)
increased 5.8% for the year ended 2023, compared to one year prior.
Moreover, the company's consolidated Manhattan office portfolio had
annualized contractual cash rents per square foot of $68.09 as of
Dec. 31, 2023. That said, we expect office headwinds will remain,
with lower tenant retention (relative to pre-pandemic levels) and
weak office utilization, which could add pressure to SL Green's
occupancy and rental rates.
"The negative outlook reflects our view that SL Green could face
continued pressure from secular headwinds, but the company's
above-average portfolio should hold up relatively better than
peers. It also reflects our expectation that credit protection
measures will remain stressed, with debt to EBITDA declining only
modestly to the high-11x area in 2024, with FCC improving to the
mid- to high-1x area."
S&P could lower its ratings on SL Green by one notch if:
-- Operating performance deteriorates beyond S&P's current
projections, with occupancy declining to the mid-80% area, coupled
with pressure on same-property cash NOI;
-- Adjusted debt to EBITDA fails to decline below 11x or FCC fails
to improve back above 1.7x over the next 12 months; or
-- The company is unable to successfully refinance its upcoming
debt maturities well in advance of maturity, heightening capital
structure concerns.
S&P could revise its outlook back to stable if:
-- Operating performance holds up better than S&P anticipates,
with occupancy holding relatively stable;
-- The company is able to successfully refinance its upcoming debt
maturities; and
-- Adjusted debt to EBITDA declines to and remains comfortably
below 11x with FCC above 1.7x.
SLEEP GALLERIA: Unsecured Claims Under $2K to Recover 50% in Plan
-----------------------------------------------------------------
Sleep Galleria, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Georgia a Plan of Reorganization dated January
25, 2024.
The Debtor is a retail seller of mattresses, recliners, and sleep
related items. The Debtor was formed in 2017.
The Current Managers are Stephen Norris and Patrick Norris.
Stephen Norris will receive annual compensation in the amount of
$160,000. From and after Confirmation, Patrick Norris will receive
annual compensation in the amount of $160,000.
From its inception, the Debtor was an authorized dealer for Tempur
Sealy International, Inc., and its affiliates ("TSI"). In January
of 2023, the relationship turned adversarial, as TSI had begun the
process of acquiring Mattress Firm, which is the largest retail
mattress chain in America and in direct competition with Debtor.
Four days prior to the public announcement of its acquisition of
Mattress Firm, TSI demanded payment of outstanding invoices in
contravention of the prior relationship of the parties. The issues
with TSI and other events led the business to increasing amounts of
leverage to continue operations. The Debtor filed this case to
create breathing room to restructure.
The Plan deals with all the property of Debtor and provides
treatment of all Allowed Claims against Debtor and its property.
Class 2A shall consist of all Allowed General Unsecured Claims. To
the extent Diesel, 8fig, Onramp, and TBF have Allowed Claims, such
Claims are included in Class 2A. Beginning on the first Business
Day that is 3 months after the Effective Date, and continuing on a
like day every 3 months thereafter, Debtor shall deposit its
projected disposable income (the "PDI") accruing during such
3-month period into a segregated account (the "PDI Fund"). Debtor
shall make a total of 12 quarterly deposits into the PDI Fund.
Beginning on the day that is 12-month after the Effective Date, and
continuing every 6 months thereafter, Holders of Allowed Class 2A
General Unsecured Claims shall receive a Pro Rata share of the
funds in the PDI Fund. Debtor's obligation to fund the PDI Fund
shall cease after 12 quarterly deposits of PDI are made (the "PDI
Commitment Amount"). Debtor's obligation to disburse funds in the
PDI Fund to Holders of Allowed Class 2A Claims shall cease after
the disbursement to the Class 2A Creditors of the PDI Commitment
Amount.
In addition to the disbursements from PDI Fund, the Holders of
Allowed Class 2A Claims shall be receive a Pro Rata share of the
funds in the Litigation Fund.
Class 2B shall consist of Allowed Unsecured Claims in the amount of
$2,000 or less: (i) Alston & Bird, LLP (Scheduled - $170), (ii)
American Express (Scheduled - $131.73), (iii) Bank of America
(Scheduled - $1,350.08), (iv) Corsicana Bedding, LLC (Scheduled -
$1,359.30), (v) HOMTEX, Inc. (Proof of Claim 7 - $1,740.18), (vi)
Ascentium Capital, a Division of Regions Bank (Proof of Claim 31 -
$1,424.08), (vii) SYA On-Site Services, LLC (Scheduled -
$150),(viii) Synter Resource Group, LLC (Scheduled - $130), and
(ix) Transworld System, Inc. (Scheduled - $192.08).
On the first Business Day that is 30 days after the Effective Date,
the Holders of Allowed Class 2B Claims shall be paid an amount
equal to 50% of each Holder's Allowed Claim. Any Holder of an
Allowed Class 2A Claim may elect to reduce its Claim to $2,000 and
be treated as the Holder of a Class 2B Claim. Any such election
must be made on or before the first date set for objections to
confirmation of the Plan.
Class 3 shall consist of the Equity Holders, who retain their
economic interests in Debtor but are impaired as to certain rights
under the Operating Agreement.
Funds for payments under the Plan will be from (i) revenues
generated by the operation of Debtor's Business, and (ii) net
proceeds from the prosecution and collection of Avoidance Actions
and Causes of Action.
Funds in the Litigation Fund shall be distributed as follows:
* First, to pay (or to make a reasonable reserve for payment
of) any and all unpaid Allowed Administrative Expense Claims or
Post-Confirmation Administrative Expense Claims, including
Professional Fee Claims and Post-Confirmation Professional Fee
Claims, or to reimburse Debtor for Post-Confirmation Professional
Fee Claims paid by Debtor prior to receipt of any Avoidance Action
or Cause of Action proceeds;
* Second, to pay (or make a reasonable reserve for payment of)
any and all unpaid Priority Tax Claims until such Priority tax
Claims are paid in full, with interest;
* Third to pay the Holders of Allowed Class 2A General
Unsecured Claims each Holder's Pro Rata share of the funds
remaining in the Litigation Fund.
A full-text copy of the Plan of Reorganization dated January 25,
2024 is available at https://urlcurt.com/u?l=gjDjJd from
PacerMonitor.com at no charge.
Attorneys for Debtor:
G. Frank Nason, IV, Esq.
LAMBERTH, CIFELLI, ELLIS & NASON, P.A.
6000 Lake Forrest Drive, N.W. Suite 435
Atlanta, GA 30328
Tel: (404) 262-7373
Email: fnason@lcenlaw.com
About Sleep Galleria
Sleep Galleria, LLC, sells mattresses, massage chairs, recliners,
furniture, and beddings. The Company is based in Suwanee, Ga.
Sleep Galleria filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-21211) on Oct. 27,
2023, with $1 million to $10 million in both assets and
liabilities. Stephen Norris, a member of Sleep Galleria, signed
the petition.
Judge James R. Sacca presides over the case.
G. Frank Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason,
P.A., represents the Debtor as legal counsel.
SONOCO PRODUCTS: Egan-Jones Retains BB+ Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 29, 2023, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Sonoco Products Company.
Headquartered in Hartsville, South Carolina, Sonoco Products
Company manufactures industrial and consumer packaging solutions
for customers around the world.
SPIRIT AIRLINES: Appeals Ruling Blocking $3.8B Merger with JetBlue
------------------------------------------------------------------
Mary Schlangenstein of Bloomberg News reports that JetBlue Airways
Corp. and Spirit Airlines Inc. said they're appealing a federal
judge's ruling blocking their planned $3.8 billion merger in a
last-ditch effort to save a deal that many analysts believe is
dead.
The carriers filed the one-sentence notice of appeal in court that
didn't specify reasons for the move. Earlier, the airlines said US
District Judge William G. Young erred in concluding January 16,
2024 that the merger will lead to higher ticket prices or fewer
choices for customers. Spirit had previously said the deal was
still in effect as it explores ways to shore up its liquidity.
JetBlue needs Spirit's 200 aircraft and about 3,000 pilots at a
time when both are in short supply across the industry. Without
them, JetBlue has limited growth opportunities and will continue to
be relegated to second-tier status behind the big four carriers.
But Spirit's financial situation and operations have declined since
the deal was struck, reducing its value for a buyer. Analysts have
speculated that a standalone Spirit may be forced into bankruptcy.
"It is clear to us that Spirit is pressing JetBlue to appeal the
antitrust ruling, but we continue to believe the chances of success
are low," Savanthi Syth, a Raymond James analyst, said in a note
Friday, January 18, 2024.
The pending combination the discount carriers was challenged by
antitrust enforcers at the US Justice Department under the Biden
Administration's mandate to take a more aggressive stance on
consolidation. The airlines argued during the trial that plans to
divest Spirit gates and landing slots in the New York City area and
in Boston, as well as some assets in Fort Lauderdale, Florida, were
enough to allay concerns about the merged carrier dominating any
markets.
Spirit's Lifeline
While Young said his decision protected Spirit, Wall Street
analysts have speculated the company could be forced into
bankruptcy reorganization or even liquidation without the JetBlue
lifeline. Both carriers are struggling as demand for domestic
travel has slowed while labor and parts have gotten more expensive.
Aircraft delivery delays and planes grounded by engine issues have
also limited growth.
"We suspect JetBlue looks to appeal, but with very little effort to
actually win," Conor Cunningham, a Melius Research analyst, said
Friday, January 18, 2024.
Before the appeal was announced, Spirit shares rose after the
carrier said the deal with JetBlue "remains in full force and
effect" as it explores ways to shore up liquidity. The company also
detailed efforts to refinance debt in a wide-ranging update aimed
at easing anxieties over how Spirit will navigate the fallout of
its troubled merger.
In a regulatory filing, Spirit said it "continues to believe that a
combination with JetBlue is the best opportunity to increase much
needed competition and choice."
American Airlines Group Inc. is appealing a separate ruling by a
different federal judge last year that killed its route-sharing
partnership with JetBlue in the Boston and New York areas. That
judge also found that the arrangement stymied competition, limiting
choices for consumers and raising fares. JetBlue elected not to
appeal in that case.
The case is US v. JetBlue, 23-cv-10511, US District Court, District
of Massachusetts (Boston).
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'.
Also in September 2023, Egan-Jones Ratings Company maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Spirit Airlines, Inc.
Meanwhile, Moody's Investors Service downgraded its corporate
family rating of Spirit Airlines to Caa1 from B2 and probability of
default rating to Caa1-PD from B2-PD, the TCR reported on November
22, 2023.
STONEX GROUP: Egan-Jones Retains B+ Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on January 9, 2024, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by StoneX Group Inc. EJR also withdraws the rating on
commercial paper issued by the Company.
Headquartered in New York, StoneX Group Inc. is an
institutional-grade financial services network that connects
companies, organizations, and investors to the global markets
ecosystem through digital platforms, end-to-end clearing, and
execution services.
SUNPOWER CORP: Egan-Jones Retains BB Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on January 16, 2024, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by SunPower Corporation. EJR also withdrew the
rating on commercial paper issued by the Company.
Headquartered in San Jose, California, SunPower Corporation is an
integrated solar products and services company.
SVB FINANCIAL: Egan-Jones Retains D Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on January 17, 2024, withdrew its 'D'
foreign currency and local currency senior unsecured ratings on
debt issued by SVB Financial Group. EJR also withdraws the rating
on commercial paper issued by the Company.
Headquartered in Santa Clara, California, SVB Financial Group is
the holding company for Silicon Valley Bank.
SYSTEM1 INC: S&P Upgrades ICR to 'CCC+' Following Debt Repurchase
-----------------------------------------------------------------
S&P Global Ratings raised the issuer credit ratings on U.S.-based
digital marketing services provider System1 Inc. and its financing
subsidiary Orchid Merger Sub II LLC to 'CCC+' from 'SD' (selective
default).
S&P said, "We also raised the issue-level rating on the company's
$301 million (outstanding) senior secured term loan to 'CCC+' from
'D'.
"The stable outlook reflects our expectations the company will have
sufficient liquidity through cash and revolver availability to meet
its operating and fixed-charge obligations over the next 12 months
despite our expectations for leverage of about 7.6x and negative to
breakeven free operating cash Flow (FOCF) in 2024.
"The 'CCC+' rating reflects our belief that System1 remains
dependent on favorable economic and operating conditions over the
longer term to meet its financial obligations despite recent debt
reduction and improved liquidity. We expect the company's S&P
Global Ratings'-adjusted gross leverage to be about 7.6x with an
approximate $5 million FOCF deficit in 2024. Despite this,
following the sale of its Total Security business and the
subsequent debt repurchases, we estimate the company has around $90
million to $100 million of cash on the balance sheet and full
availability under its $50 million revolving credit facility. This
provides it ample liquidity to meet its next 12 months of
amortization payments ($20 million) and interest payments ($25
million)."
However, performance will likely remain challenged in the current
macroeconomic environment and there is little visibility into the
company's recovery from the ongoing advertising recession. In
addition, the sale of the company's more stable Total Security
business further increased its exposure to cyclical digital
advertising revenue. Absent significant performance improvement and
deleveraging, S&P believes it could be difficult for the company to
refinance its $301 million senior secured term loan before its July
2027 maturity.
The company's senior secured term loan continues to trade at
distressed levels, increasing the potential for a subpar debt
exchange. System1's term loan continues to trade at a steep
discount to par at about 65 cents on the dollar. The discount
associated with the value of the company's debt increases the
potential it could negotiate additional subpar debt buybacks. If
the company repurchases additional debt below par, S&P would likely
view it as distressed and tantamount to a default given challenged
operating trends and uncertainty around future cash flows that
provides a possibility of a conventional default occurring.
S&P views System1's business less favorably following the sale of
Total Security. After selling its Total Security business, System1
is now operating as a pure play digital marketing services provider
and no longer benefits from the product and customer diversity and
more stable subscription-based revenue stream that the security
business provided. On a go-forward basis nearly all the company's
revenue will be pay-for-performance in nature, which poses
operating uncertainty. This is because it makes System1 vulnerable
to earnings volatility from competition, pricing for traffic
acquisition onto its platform, and the quality of leads it delivers
to its clients, which can affect its future pricing.
In addition, the company's customer relationships are not
exclusive, and its monetization partners could reallocate marketing
dollars to competitors that offer a compelling alternative. This
was demonstrated in 2023, during which S&P estimates the company's
digital marketing revenue will be down about 40% due to declining
advertising spending because of adverse macroeconomic conditions
and the loss of a large network partner.
Additionally, the sale increases the company's customer
concentration risk with Google. S&P said, "We estimate Google will
now comprise about 85% of System1's revenue. We view this
concentration as a material risk. System1's relationship with
Google is primarily governed by multiple service contracts in which
it displays and syndicates paid listings provided by Google in
response to its search queries. We note that either party has the
right to cancel the contracts at any time. The company has a
long-standing relationship with Google and has repeatedly renewed
its contracts, and we consider it unlikely that either of these
contracts would be terminated or not renewed. However, any renewals
with less-favorable rates would pose a risk to System1, as would
Google deciding to allocate its marketing spending elsewhere.
Additionally, we believe System1's large dependence on Google for
its advertising traffic limits its ability to negotiate increases
in its revenue share with them."
Furthermore, the company has a largely variable cost structure,
driven by traffic acquisition and sales and marketing costs.
However, S&P believes this structure provides limited upside for
margins, due to the highly competitive nature of the space and the
company's heavy reliance on paid traffic to generate revenue and
cash flow to support its operations and service its debt. As such,
the company has limited ability to reduce marketing costs without
sacrificing the quality of potential activations for its
advertisers.
The stable outlook reflects S&P's expectations for the company to
have sufficient liquidity through cash and revolver availability to
meet its operating and fixed-charge obligations over the next 12
months despite our expectations for leverage of about 7.6x and
negative to breakeven FOCF in 2024.
S&P could lower its rating on System1 if it expects it will default
in the next 12 months. This could happen if:
-- Macroeconomic pressures persist, resulting in reduced
advertising spending and lower contract renewals from the company's
key clients, thus causing its liquidity to deteriorate; or
-- The company makes acquisitions that are not immediately
accretive and that limit its financial flexibility; or
-- The company pursues additional below-par debt repurchases that
S&P deems tantamount to a default.
S&P could raise its rating on System1 over the next 12 months if:
-- S&P believes System1's digital advertising has entered a
prolonged recovery that will support increasing revenue and EBITDA
for the company; and
-- S&P expects it will generate sustainably positive FOCF
sufficient to fully cover its debt amortization payments; and
-- EBITDA interest coverage is comfortably above 1x.
S&P said, "ESG factors have a moderately negative influence on our
credit rating analysis of System1. The company identified material
weaknesses in its internal control over financial reporting that
has led to delayed and restated financials and that there is a
reasonable possibility that a material misstatement of its annual
or interim financial statements will not be prevented or detected
on a timely basis remains. It also reflects cash flow management by
the company that resulted in strained liquidity. Absent recent
asset sales, we view System1 would not have been able to meet its
next 12 months financial obligations."
TEGNA INC: Egan-Jones Retains CCC+ Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on January 16, 2024, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by TEGNA Inc. EJR also withdrew the rating on
commercial paper issued by the Company.
Headquartered in Tysons, Virginia, TEGNA Inc. is a broadcasting,
digital media and marketing services company.
TELUS CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB+
------------------------------------------------------------
Egan-Jones Ratings Company, on January 8, 2024, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by TELUS Corporation to BB+ from BBB-.
Headquartered in Vancouver, Canada, TELUS Corporation is a
telecommunications company providing a variety of communications
products and services.
TITAN INTERNATIONAL: Egan-Jones Retains BB+ Sr. Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on January 19, 2024, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Titan International, Inc.
Headquartered in Quincy, Illinois, Titan International, Inc.
manufactures mounted tire and wheel systems for off-highway
equipment used in agriculture, construction, mining, military,
recreation, and grounds care.
TOUCHDOWN HOLDINGS: Moody's Assigns 'B2' CFR, Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned a long-term B2 Corporate Family
Rating and a B2-PD Probability of Default Rating to Touchdown
Holdings, Inc. (TenCate). Concurrently, Moody's has assigned a B2
rating to the proposed $685 million backed senior secured first
lien term loan due 2031, the EUR350 million ($380 million USD
equivalent) backed senior secured first lien term loan due 2031,
the $150 million backed senior secured first lien delayed draw-down
facility due 2031 and the $150 million backed senior secured
revolving credit facility due 2029 all issued by Touchdown Acquirer
Inc. The outlook on both entities is stable.
The proceeds from the backed senior secured first lien term loan
along with $970 million of equity will be applied towards the
purchase of TenCate by funds of Leonard Green & Partners, L.P., to
repay existing indebtedness, and to transaction related fees and
expenses as well as cash to TenCate's balance sheet.
The ratings on TCG AcquisitionCO B.V. (B2 CFR, B2-PD, B2 senior
secured term loan B and senior secured revolving credit facility)
will be withdrawn upon repayment of the outstanding debt. The
transaction is expected to close in February 2024.
The assigned ratings are subject to the transaction closing as
proposed and review of final documentation.
The rating action reflects:
-- Expectations for an aggressive capital structure including
2024e pro forma Moodys'-adjusted gross leverage of around 5.2x and
EBITA interest coverage of around 2.2x.
-- Upcoming ownership change with funds of Leonard Green &
Partners, L.P. acquiring a majority stake in TenCate from Crestview
Partners.
-- Expectation that current management – who remains in place
and rolls their equity interest in TenCate – continues to execute
the previous strategy by further consolidating the artificial turf
market through acquisitions.
-- The presence of the $150 million backed senior secured first
lien delayed draw term loan facility suggests that acquisitions
will be debt-funded, which the B2 rating incorporates. A number of
past acquisitions were either leverage-neutral or resulted in
de-leveraging.
RATINGS RATIONALE
The B2 ratings reflect TenCate's strong position in the artificial
turf market; growing demand for artificial turf supported by many
advantages over natural grass; expanding operating margins due to
larger scale, synergies and operational leverage; and low capital
intensity that supports potential free cash flow generation.
The ratings also reflect the limited product diversification;
strong competition and exposure to public tenders for contracts;
serial, mostly debt-funded acquisitions resulting in re-leveraging
events and exposure to integration risks; as well as potential
risks from adverse environmental regulation.
OUTLOOK
The outlook is stable. It reflects Moody's expectation that TenCate
continues to make (debt-funded) acquisitions. Moody's expects that
meaningful deleveraging to well below 5.0x occurs in 2026. The
stable outlook also assumes that the impact from the ongoing fair
competition investigation by the European Commission does not have
a material negative impact on TenCate's financial strength.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS
Governance was a driver in the action. TenCate's governance risk
exposure stems from its concentrated ownership by funds of Leonard
Green & Partners, whose financial targets tend to lead towards more
aggressive capital structures and at times debt-funded
acquisitions.
LIQUIDITY
Pro-forma the refinancing, TenCate's liquidity will be adequate.
Although starting cash of $15 million is low, quarters 2 and 3 are
typically seasonally stronger, which should support cash flow
generation over the course of 2024 and beyond. Additionally,
liquidity is supported by a $150 million revolving credit facility
that Moody's expects to be utilized shortly after closing to cover
working cash and seasonal working capital. Capital investments are
less than 2% of sales. The $150 million delayed draw-down facility
gives flexibility to fund acquisitions.
STRUCTURAL CONSIDERATIONS
The B2 rating on the tranches of the backed senior secured first
lien term loan B issued by Touchdown Acquirer Inc. is in line with
the B2 CFR. It reflects the pari passu ranking in the capital
structure and the upstream guarantees from material subsidiaries of
the company. The B2-PD probability of default rating, in line with
the CFR, reflects Moody's assumption of a 50% family recovery rate,
typical for bank debt structures with a limited or loose set of
financial covenants.
COVENANTS
Moody's has reviewed the marketing draft terms for the new credit
facilities. Notable terms, which are still subject to finalisation
and thus may change, include the following:
Guarantor coverage includes all US subsidiaries (with exclusions to
be agreed). At the closing date represent US subsidiaries 70% of
group revenues. Security will be granted over personal property
(including accounts, inventory and equipment) and real estate.
Incremental facilities are permitted on a senior secured basis up
to a first lien net leverage ratio (FLNLR) of 5.25x, and on an
unsecured basis up to a total net leverage ratio of 6.25x or a
fixed charge coverage ratio of 2.00x. Any restricted payment is
permitted if the FLNLR is at or lower than a level 0.25x below
opening leverage, and any investment is permitted if the FLNLR is
at or lower than opening leverage. Asset proceeds are only
required to be fully applied in prepayment while the FLNLR is at or
higher than a level 0.25x below opening leverage.
Adjustments to Consolidated Adjusted EBITDA include restructuring
costs, costs for strategic initiatives, and the full run-rate of
savings and synergies, on an uncapped basis and with no deadline
for realisation.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade ratings if (1) gross leverage ratio declines
to well below 5.0x on a sustained basis; (2) EBITA/interest
approaching 2.5x on a sustained basis; (3) meaningful positive FCF
on a sustained basis, as illustrated by Moody's-adjusted FCF/debt
in the high-single-digit percentages in combination with good
liquidity and; (4) commitment to maintaining these stronger credit
metrics.
Conversely, Moody's could downgrade ratings if (1) EBITA margin
trending towards 10%; (2) Debt/EBITDA ratio moves above 6.0x; (3)
EBITA/interest below 1.75x on a sustained basis and; (4) weakening
liquidity.
All ratios/metrics reference on a Moody's-adjusted basis.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Manufacturing
published in September 2021.
COMPANY PROFILE
Touchdown Holdings, Inc., incorporated in Delaware/USA, owns and
controls TCG Group B.V. a leading artificial turf manufacturer.
TenCate in 2023 generated more than 80% of its revenues with
sports-related artificial grass systems and related products with
the remainder sold to private and commercial end users of
artificial grass. In 2023 TenCate had pro-forma revenues of around
$1.5 billion and a company-adjusted pro-forma EBITDA of around $207
million (13.8% margin). Around 84% of TenCate's revenues come from
the US, with the rest from international sales.
UKG INC: Moody's Lowers Rating on First Lien Loans to 'B2'
----------------------------------------------------------
Moody's Investors Service downgraded UKG, Inc.'s first lien senior
secured credit facilities to B2 from B1 and assigned a B2 to the
company's proposed senior secured notes. UKG is refinancing and
upsizing its first lien debt facilities and raising new secured
notes to refinance existing first lien and a portion of second lien
debt. Moody's also affirmed the Caa1 second lien secured term loan
ratings. The company's B2 Corporate Family Rating, B2-PD
Probability of Default Rating and negative outlook are unchanged.
The downgrade of the first lien debt reflects the greater mix of
first lien debt in the capital structure following the upsizing of
this debt class and subsequent downsizing of the second lien debt.
This shift will result in the first lien debt comprising the
preponderance (over 85%) of the of the total debt in the capital
structure and is therefore rated B2, the same as the B2 CFR.
RATINGS RATIONALE
UKG B2 Corporate Family Rating reflects the exceptional strength
and scale of the company's Human Capital Management business and
its growth prospects offset by the aggressive financial policies of
its private equity owners. UKG is a large vendor of Human Capital
Management (HCM) software with strong market positions in the
Workforce Management (WFM), Human Resources software, and payroll
processing segments. If economic conditions remain favorable,
Moody's expects revenue growth in the mid-teens percentages over
the next 2 to 3 years. UKG's $3.7 billion of recurring software
revenues in fiscal year 2023 ($4.3 billion total revenues) provide
high revenue and operating cash flow visibility over the next 12 to
18 months. However, the company's history of debt-funded capital
returns and acquisitions along with large employee stock related
payments drives a very high resulting financial leverage which
constrains its credit profile despite strong growth prospects.
Moody's expects strong EBITDA growth as business transformation
initiatives and other one-time costs subside over the next two
years. Free cash flow will likely continue to fall short of
covering outlays for employee stock related payments over the next
year. Employee stock related payments can however vary widely in
any given year. In the absence of additional acquisitions or
distributions to the owners, free cash flow after employee payments
has the potential to be positive and total debt to EBITDA (Moody's
adjusted, and after adding back stock-based compensation expense
and certain unusual expenses) has the potential to decline from 11x
at closing of the transaction to below 8x by FY 2025. Leverage
before those addbacks is substantially higher (approximately 16x at
closing). While Moody's believes the ongoing vesting and
monetization related to employee equity holdings is a positive
retention benefit to the business and a portion is discretionary,
the scale and uncertainty of the timing of the cash payments
creates an overhang on the credit profile.
UKG will have good liquidity comprising of approximately $312
million of cash balances and $945 million of availability under its
revolving credit facility pro forma for the refinancing
transaction. Moody's further expects free cash flow after employee
stock related payments to remain negative over the next year.
The Credit Impact Score of CIS-4 primarily reflects governance
considerations, specifically the company's high financial risk
tolerance under the ownership of financial sponsors and its history
of debt-funded dividends and acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given UKG's very high leverage, a rating upgrade is not expected in
the intermediate term. Over time, the ratings could be upgraded if
the company commits to and demonstrates a track record of more
conservative financial policies and sustains free cash flow in the
high single digit percentages of adjusted debt. Conversely, the
ratings could be downgraded if organic revenue growth decelerates
to below high single digits, liquidity weakens, or free cash flow
is expected to remain negative on other than a temporary basis.
UKG was formed through the merger of The Ultimate Software Group,
Inc. and Kronos Incorporated in April 2020. The company is a
leading provider of workforce management, human resources and
payroll software applications. Affiliates of private equity firm
Hellman & Friedman have controlling equity interest in the company.
Funds affiliated with Blackstone, GIC, Canada Pension Plan
Investment Board, and JMI Equity own minority interests in UKG.
The principal methodology used in these ratings was Software
published in June 2022.
UXIN LIMITED: To Hold Extraordinary General Meeting on March 1
--------------------------------------------------------------
Uxin Limited announced that it will hold an Extraordinary General
Meeting of Shareholders at 21/F, Donghuang Building, No. 16
Guangshun South Avenue, Chaoyang District, Beijing 100102, People's
Republic of China, at 10:00 am (Beijing time) on March 1, 2024.
The purpose of the EGM is for the Company's shareholders to
consider and, if thought fit, approve the increase in authorized
share capital of the Company.
Mr. Kun Dai, the Chairman of the Board, has fixed the close of
business on Feb. 5, 2024, as the record date, in order to determine
the shareholders entitled to receive notice of the EGM or any
adjourned or postponed meeting thereof. The notice of EGM and form
of proxy for the EGM are attached as Exhibits to the Current Report
on Form 6-K furnished by the Company to the Securities and Exchange
Commission and are also available on the Company's website at
https://ir.xin.com/.
Holders of the Company's ordinary shares whose names are on the
register of members of the Company at the close of business on the
Record Date are entitled to attend the EGM and any adjournment or
postponement thereof. Holders of the Company's American depositary
shares ("ADSs") who wish to exercise their voting rights for the
underlying shares must act through The Bank of New York Mellon, the
depositary of the Company's ADS program.
About Uxin
Uxin is a China-based used car retailer, pioneering industry
transformation with advanced production, new retail experiences,
and digital empowerment. The Company offers vehicles through a
reliable, one-stop, and hassle-free transaction experience. Under
its omni-channel strategy, the Company is able to leverage its
pioneering online platform to serve customers nationwide and
establish market leadership in selected regions through offline
inspection and reconditioning centers.
Shanghai, the People's Republic of China-based
PricewaterhouseCoopers Zhong Tian LLP, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
Aug. 14, 2023, citing that the Company has incurred net losses
since inception and incurred cash outflows from operating
activities during the fiscal year ended March 31, 2023. In
addition, the Company has an accumulated deficit and net current
liabilities as of March 31, 2023. These events and conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
V.F. CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB+
-----------------------------------------------------------
Egan-Jones Ratings Company, on January 9, 2024, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by V.F. Corporation to BB+ from BBB-.
Headquartered in Denver, Colorado, V.F. Corporation is an
international lifestyle apparel and footwear company.
VAIL RESORTS: Egan-Jones Retains B+ Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on January 10, 2024, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by Vail Resorts, Inc. EJR also withdraws the rating
on commercial paper issued by the Company.
Headquartered in Broomfield, Colorado, Vail Resorts, Inc. operates
as a holding company.
VILLAGE GATE: Case Summary & 11 Unsecured Creditors
---------------------------------------------------
Debtor: Village Gate, LLC
44 Eswin Street, Suite A
Cincinnati, OH 45218
Business Description: The Debtor primarily engaged in renting and
leasing real estate properties.
Chapter 11 Petition Date: January 30, 2024
Court: United States Bankruptcy Court
Southern District of Ohio
Case No.: 24-10180
Judge: Hon. Beth A Buchanan
Debtor's Counsel: David A Kruer, Esq.
DAVID KRUER & COMPANY, LLC
118 West Fifth St, Ste E
Covington, KY 41011
Tel: 859-291-7213
Fax: 859-291-6513
Email: dkruer@fuse.net
Total Assets: $1,425,500
Total Liabilities: $2,456,073
The petition was signed by Shlomo (Steve) Rasabi as LLC manager.
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/VHC5QTA/Village_Gate_LLC__ohsbke-24-10180__0001.0.pdf?mcid=tGE4TAMA
WALKER & DUNLOP: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable
------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 corporate family
rating and Ba1 senior secured bank credit facility rating of Walker
& Dunlop, Inc. The outlook remains stable.
RATINGS RATIONALE
The affirmation of Walker & Dunlop's ratings reflects Moody's
unchanged view of the company's credit profile, as reflected by its
ba1 standalone assessment. Walker & Dunlop's ratings reflect its
strong market position as an originator and servicer of multifamily
agency loans, its resilient profitability, and its modest corporate
leverage. At the same time, the ratings consider the credit
challenges in the current environment, characterized by a
significant decrease in origination activity that has negatively
affected profitability over the past year.
Walker & Dunlop's profitability has proved resilient as the company
posted a ratio of net income/average managed assets (NI/AMA) of
approximately 2.2% through the first nine months of 2023, which
compares favorably to peers even though originations were only
about half the amount in 2022. This level of profitability is
significantly lower than the 6% or higher ratio of NI/AMA the firm
reported during the period of low interest rates in 2021 and 2022.
However, the still-solid profitability reflects the company's
resilient servicing income, which is able to provide a degree of
stability even as more cyclical and transactional origination
income has declined. Moody's expects earnings should begin to
normalize to about 2.5-3.5% in 2024.
Capitalization has also improved, which provides creditors a
certain degree of protection in the event of unexpected losses. The
firm posted a ratio of tangible common equity to tangible managed
assets (TCE/TMA) of approximately 19% as of September 30, 2023, an
improvement over the 10% ratio observed a year earlier, which was
the result of a series of acquisitions that increased goodwill on
the balance sheet. While TCE/TMA may fluctuate during the normal
course of business, Moody's expect the ratio to remain above 15%.
The outlook remains stable, reflecting Moody's expectation that
Walker & Dunlop will demonstrate improved financial performance
over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company improves its overall
funding profile while maintaining strong profitability and solid
capital levels, such as a ratio of NI/AMA above 4% and TCE/TMA
above 20%.
The ratings could be downgraded if Moody's expects profitability as
measured by NI/AMA to remain below 3% for an extended period or if
it expects TCE/TMA to remain below 14%. The ratings could also be
downgraded if the firm has more than a modest increase in asset
risk or if its liquidity and funding profile deteriorate. Downward
ratings pressure could also develop if the firm undertakes a large
debt-funded acquisition.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
WESCO INTERNATIONAL: Egan-Jones Retains BB- Sr. Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on January 2, 2024, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by WESCO International, Inc. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in Pittsburgh, Pennsylvania, WESCO International,
Inc. distributes electrical products and other industrial
maintenance, repair, and operating supplies.
WESTERN DIGITAL: Egan-Jones Lowers Senior Unsecured Ratings to BB
-----------------------------------------------------------------
Egan-Jones Ratings Company, on January 9, 2024, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Western Digital Corporation to BB from BB+. EJR also
withdrew its 'A1' rating on commercial paper issued by the
Company.
Headquartered in San Jose, California, Western Digital Corporation
is a global provider of solutions for the collection, storage,
management, protection and use of digital content, including audio
and video.
WESTJET LOYALTY: Moody's Rates New $500MM First Lien Notes 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has assigned Ba3 rating to WestJet
Loyalty LP's (WestJet Loyalty) proposed $500 million backed senior
secured first lien notes due in 2031. WestJet Loyalty LP's Ba3
backed senior secured first lien term loan B, 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 remain unchanged.
WestJet Loyalty plans to loan the proceeds of the proposed term
loan B and notes 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 notes and 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 notes and 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.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following: additional Incremental
pari passu debt capacity, subject to either pro forma (1) Debt
Service Coverage Ratio greater than 2.0x; or (2) LTV ratio no
greater than 50%. There is no inside maturity sublimit. The credit
agreement does not permit the designation of unrestricted
subsidiaries, preventing collateral "leakage" to such subsidiaries.
There are no protective provisions restricting an up-tiering
transaction.
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.
WHITETAIL DEVELOPMENT: Property Sale Proceeds to Fund Plan
----------------------------------------------------------
Whitetail Development Group, LLC, filed with the U.S. Bankruptcy
Court for the Western District of Texas a Disclosure Statement for
Plan of Reorganization dated January 25, 2024.
Debtor is a Texas limited liability company which owns the Real
Property. Other than an agricultural lease entered into by and
between the Debtor and Donald Lee Cardwell, there are no business
operations.
The sole members of the Debtor are Whitetail General Constructors,
LLC (Jasper Jones, Managing Member) and Landing Zone Consultants,
LLC (Shane Land, Managing Member). Jasper Jones and Shane Land,
through Whitetail General Constructors, LLC, and Landing Zone
Consultants will continue to manage the Debtor. The Plan does not
impair its equity interests and, post-confirmation, management of
the Debtor will remain unaltered.
The primary cause of this bankruptcy filing was a possible
foreclosure of the Real Property by Brave National Bank couple with
claims asserted by the City of Kermit in the Lawsuit.
The Debtor's sole asset is the Real Property. There are no business
operations conducted by the Debtor on the Real Property.
The Plan provides for a distribution of the Sale Proceeds to the
holders of Allowed Claims and Allowed Interests according to
priority as established by the Bankruptcy Code.
Class 3A consists of General Unsecured Claims. This Class shall be
paid in full from the Sale Proceeds. This Class is impaired.
Class 3B consists of the Allowed Unsecured Claim of the City of
Kermit, which Claim stems from the breach of contract allegation in
the Lawsuit. No monies shall be distributed to the members of Class
3B until the holders of Allowed Class 1A, 1B, 2 and 3A, if any, are
paid in full. Thereafter the holder of an Allowed Unsecured Claim
in Class 3B shall be paid by Post-Confirmation Debtor from the
Sales Proceeds on or before the Distribution Date.
Debtor estimates the aggregate of all Allowed Class 3A Claims is
less than $255,146.83 based upon the breach of contract claims
alleged in the Lawsuit. Debtor disputes the validity of any such
claims.
Class 4 consists of the holders of Allowed Interests in the Debtor.
The holder of an Allowed Class 4 Interest shall retain their
interests in the Post-Confirmation Debtor and shall receive
distributions, if any, in accord with the terms of this Plan and
the Debtor's membership agreement. In no event shall distributions
be made to the holder of an Allowed Interest in Class 4 until all
Allowed Creditor Claims are paid in full.
The Debtor shall sell the Real Property within 1 year of the
Effective Date. If the Closing Date does not take place with 1 year
of the Effective Date, the Debtor shall file a notice with the
Court converting the Case to one under chapter 7 of the Bankruptcy
Code.
A full-text copy of the Disclosure Statement dated January 25, 2024
is available at https://urlcurt.com/u?l=xkc7dE from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DEMARCO MITCHELL, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Tel: (972) 578-1400
Fax: (972) 346-6791
Email: robert@demarcomitchell.com
Email: mike@demarcomitchell.com
About Whitetail Development Group
Whitetail Development Group, LLC, is a Texas limited liability
company which owns the Real Property.
The Debtor sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-70138) on Oct. 27,
2023, listing $500,001 to $1 million in assets and $100,001 to
$500,000 in liabilities.
Judge Shad Robinson presides over the case.
Robert T DeMarco, III, Esq., at Demarco Mitchell, PLLC, serves as
the Debtor's counsel.
WILLSCOT MOBILE: S&P Places 'BB' ICR on CreditWatch Negative
------------------------------------------------------------
S&P Global Ratings placed all of its ratings on WillScot Mobile
Mini Holdings Corp., including its 'BB' issuer credit rating, on
CreditWatch with negative implications.
S&P plans to resolve the CreditWatch once the transaction closes or
when S&P is sufficiently certain it will close.
WillScot announced it has agreed to acquire McGrath RentCorp (MGRC;
not rated) for an enterprise value of $3.8 billion. S&P expects the
company will finance the transaction with a mix of cash and debt
(60%) and equity (40%).
The CreditWatch negative placement follows WillScot's announcement
on Jan. 29, 2024, that it has agreed to acquire mobile modular and
storage rental company McGrath RentCorp. The company expects to
finance the total transaction value of $3.8 billion with 60% cash
and debt and 40% equity. This would involve WillScot taking on
about $2.6 billion (including McGrath's net debt of $800 million)
of additional debt and issuing about $1.2 billion of equity to
McGrath's shareholders.
S&P said, "Therefore, we expect the company's funds from operations
(FFO) to debt and EBIT interest coverage will be well below our
previous expectations of 23%-24% and the low- to mid-3x area on a
stand-alone basis, respectively, through 2024. WillScot expects its
leverage (net debt to company-adjusted EBITDA) will increase to
about 4.3x as of the close of the transaction, which is above its
3.0x-3.5x leverage target. However, we note that management has
publicly stated it intends to deleverage to its target range within
a year following the close of the acquisition (which we expect will
occur in the second quarter of 2024).
"We also believe the transaction will somewhat enhance WillScot's
position as the largest national modular space and storage lessor
in the U.S., although McGrath is much smaller in scale than
WillScot (McGrath would account for about 25% of the company's
revenue on a pro forma basis). Therefore, our CreditWatch review
will incorporate WillScot's somewhat weaker credit metrics, capital
allocation strategy, deleveraging path, combined operating plans,
and improved scale following the proposed acquisition.
"We expect to resolve the CreditWatch when the merger closes or we
are sufficiently certain it will close. Our review will incorporate
WillScot's somewhat weaker credit metrics, capital allocation
strategy, deleveraging path, combined operating plans, and improved
scale following the proposed acquisition. If we lower our ratings
on the company, it would likely be limited to a one-notch
downgrade."
Phoenix-based WillScot Mobile Mini (previously WillScot Corp.) is
the largest modular space and portable storage lessor in North
America. The company also offers ancillary products (VAPS), which
mainly comprise offering furnishings for use in its units on a
rental basis. As of Sept. 30, 2023, the company's fleet included
over 156,000 modular space units, 212,000 portable storage units,
and other value-added products. On July 1, 2020, WillScot completed
its merger with portable storage provider Mobile Mini. On Jan. 29,
2024, the company announced it had agreed to acquire McGrath
RentCorp.
WORKDAY INC: Egan-Jones Lowers Unsecured Ratings to BB+
-------------------------------------------------------
Egan-Jones Ratings Company, on January 17, 2024, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Workday, Inc. EJR also withdrew the rating on
commercial paper issued by the Company.
Subsequently, on January 18, 2024, EJR downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Workday, Inc. to BB+ from B.
Headquartered in Pleasanton, California, Workday, Inc. provides
enterprise cloud-based applications.
YOLKED LLC: Has $225,000 Deal to Sell Property to FRISCOSL
----------------------------------------------------------
Yolked, LLC asked the U.S. Bankruptcy Court for the Northern
District of Texas for approval to sell personal property to
FRISCOSL Investments, LLC.
FRISCOSL offered $225,000 for the property, which was used to
operate Yolked's restaurant business in Southlake, Texas.
Yolked ceased operation of the restaurant in November 2023.
As part of the sale, Yolked will assume its lease for the premises
with RPAI Southlake Limited Partnership and then assign it to the
buyer.
Yolked will use the proceeds from the sale to cure defaults under
the lease and generate additional proceeds for the benefit of
creditors, Joyce W. Lindauer, Esq., the company's attorney, said in
a motion filed in court.
The company is currently in arrears under the lease in the amount
of $106,670.28.
About Yolked LLC
Yolked, LLC filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Texas Case No. 23-43508) on Nov. 15,
2023, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities. Areya Holder Aurzada, Esq., at Holder Law
serves as Subchapter V trustee.
Judge Mark X. Mullin oversees the case.
The Debtor tapped Joyce W. Lindauer, Esq., at Joyce W. Lindauer
Attorney, PLLC and Restaurant Financial Services as bankruptcy
counsel and accountant, respectively.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Residential Adversities LLC
Bankr. N.D. Ga. Case No. 23-62848
Chapter 11 Petition filed December 29, 2023
Filed Pro Se
In re Sara's Nails LLC
Bankr. W.D. Mich. Case No. 24-00116
Chapter 11 Petition filed January 17, 2024
See
https://www.pacermonitor.com/view/PNAFPNA/Saras_Nails_LLC__miwbke-24-00116__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Westwood C & I LLC
Bankr. D. Ariz. Case No. 24-00485
Chapter 11 Petition filed January 22, 2024
See
https://www.pacermonitor.com/view/ETQZ3IA/WESTWOOD_C__I_LLC__azbke-24-00485__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Hillary S. Chhlang
Bankr. E.D. Cal. Case No. 24-20245
Chapter 11 Petition filed January 23, 2024
represented by: Ruth Elin Auerbach, Esq.
In re Perfect Predators, Inc.
Bankr. M.D. Fla. Case No. 24-00309
Chapter 11 Petition filed January 23, 2024
See
https://www.pacermonitor.com/view/DILYM7Q/Perfect_Predators_Inc__flmbke-24-00309__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael A. Frank, Esq.
LAW OFFICES OF FRANK & DE LA GUARDIA
E-mail: Pleadings@bkclawmiami.com
In re Jennifer M. Lennemann
Bankr. D. Neb. Case No. 24-40046
Chapter 11 Petition filed January 23, 2024
represented by: Patrick Turner, Esq.
In re TBZ II LLC
Bankr. D.N.J. Case No. 24-10604
Chapter 11 Petition filed January 23, 2024
See
https://www.pacermonitor.com/view/HN2IGPA/TBZ_II_LLC__njbke-24-10604__0001.0.pdf?mcid=tGE4TAMA
represented by: Joseph M. Casello, Esq.
COLLINS, VELLA & CASELLO, LLC
E-mail: jcasello@cvclaw.net
In re Roger Adolfo Ortiz
Bankr. C.D. Cal. Case No. 24-10528
Chapter 11 Petition filed January 24, 2024
represented by: Lewis Landau, Esq.
In re Marina Pizarro
Bankr. M.D. Fla. Case No. 24-00344
Chapter 11 Petition filed January 24, 2024
represented by: Thomas Adam, Esq.
In re 219 Building Corp
Bankr. E.D.N.Y. Case No. 24-40304
Chapter 11 Petition filed January 24, 2024
See
https://www.pacermonitor.com/view/4VNOT3Y/219_Building_Corp__nyebke-24-40304__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 399 Sackett LLC
Bankr. E.D.N.Y. Case No. 24-40317
Chapter 11 Petition filed January 24, 2024
See
https://www.pacermonitor.com/view/6ZCRBIA/399_Sackett_LLC__nyebke-24-40317__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 494 E 96 Street Inc
Bankr. E.D.N.Y. Case No. 24-40320
Chapter 11 Petition filed January 24, 2024
See
https://www.pacermonitor.com/view/7PGYSHI/494_E_96_Street_Inc__nyebke-24-40320__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Hayat Bakht Corp
Bankr. E.D.N.Y. Case No. 24-40302
Chapter 11 Petition filed January 24, 2024
See
https://www.pacermonitor.com/view/7TKRQSY/Hayat_Bakht_Corp__nyebke-24-40302__0001.0.pdf?mcid=tGE4TAMA
represented by: Narissa A. Joseph, Esq.
LAW OFFICE OF NARISSA A. JOSEPH
E-mail: njosephlaw@aol.com
In re NPJ 123 Corp
Bankr. E.D.N.Y. Case No. 24-40314
Chapter 11 Petition filed January 24, 2024
See
https://www.pacermonitor.com/view/JAWNDKY/NPJ_123_Corp__nyebke-24-40314__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Ramin Kaybelev
Bankr. E.D.N.Y. Case No. 24-40321
Chapter 11 Petition filed January 24, 2024
represented by: Alla Kachan, Esq.
In re Timothy A. Shelton
Bankr. N.D. Ala. Case No. 24-40083
Chapter 11 Petition filed January 25, 2024
represented by: Harvey Campbell, Esq.
ALABAMA CONSUMER LAW GROUP, LLC
In re Cobra Automotive, Inc.
Bankr. N.D. Ind. Case No. 24-30076
Chapter 11 Petition filed January 25, 2024
See
https://www.pacermonitor.com/view/HAMMCYI/Cobra_Automotive_Inc__innbke-24-30076__0001.0.pdf?mcid=tGE4TAMA
represented by: Katherine E. Iskin, Esq.
MAY OBERFELL LORBER
E-mail: kiskin@maylorber.com
In re 594 East 7th Street, LLC
Bankr. D. Mass. Case No. 24-10153
Chapter 11 Petition filed January 25, 2024
See
https://www.pacermonitor.com/view/DMEAUAA/594_East_7th_Street_LLC__mabke-24-10153__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael Van Dam, Esq.
VAN DAM LAW LLP
E-mail: mvandam@vandamlawllp.com
In re 596 East 7th Street, LLC
Bankr. D. Mass. Case No. 24-10154
Chapter 11 Petition filed January 25, 2024
See
https://www.pacermonitor.com/view/DIMI4PI/596_East_7th_Street_LLC__mabke-24-10154__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael Van Dam, Esq.
VAN DAM LAW LLP
E-mail: mvandam@vandamlawllp.com
In re 614 East 7th Street, LLC
Bankr. D. Mass. Case No. 24-10155
Chapter 11 Petition filed January 25, 2024
See
https://www.pacermonitor.com/view/N6257RQ/614_East_7th_Street_LLC__mabke-24-10155__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael Van Dam, Esq.
VAN DAM LAW LLP
E-mail: mvandam@vandamlawllp.com
In re TCP 595 E 7th, LLC
Bankr. D. Mass. Case No. 24-10152
Chapter 11 Petition filed January 25, 2024
See
https://www.pacermonitor.com/view/DD55F6Y/TCP_595_E_7th_LLC__mabke-24-10152__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael Van Dam, Esq.
VAN DAM LAW LLP
E-mail: mvandam@vandamlawllp.com
In re Baisley 17734 Corp
Bankr. E.D.N.Y. Case No. 24-40341
Chapter 11 Petition filed January 25, 2024
Filed Pro Se
In re 1237 Dean St Corp.
Bankr. E.D.N.Y. Case No. 24-40342
Chapter 11 Petition filed January 25, 2024
See
https://www.pacermonitor.com/view/3XCMFOY/1237_Dean_St_Corp__nyebke-24-40342__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Reginald Daniels
Bankr. E.D.N.Y. Case No. 24-40326
Chapter 11 Petition filed January 25, 2024
represented by: Vivian Williams, Esq.
In re Marcus Ray Burley
Bankr. W.D.N.C. Case No. 24-30078
Chapter 11 Petition filed January 25, 2024
represented by: John Woodman, Esq.
In re Cams Auto Sales,LLC
Bankr. W.D. Tenn. Case No. 24-20322
Chapter 11 Petition filed January 25, 2024
See
https://www.pacermonitor.com/view/O32THLQ/Cams_Auto_SalesLLC__tnwbke-24-20322__0001.0.pdf?mcid=tGE4TAMA
represented by: John Dunlap, Esq.
LAW OFFICE OF JOHN E. DUNLAP
E-mail: jdunlap00@gmail.com
In re Oysterbay Integrated Services Incorporated
Bankr. S.D. Tex. Case No. 24-30256
Chapter 11 Petition filed January 25, 2024
Filed Pro Se
In re Hamilton Elite Properties LLC
Bankr. E.D. Wisc. Case No. 24-20348
Chapter 11 Petition filed January 25, 2024
See
https://www.pacermonitor.com/view/Z5A2TCQ/Hamilton_Elite_Properties_LLC__wiebke-24-20348__0001.0.pdf?mcid=tGE4TAMA
represented by: Joseph W. Seifert, Esq.
SEIFERT & ASSOCIATES
E-mail: seifert38@gmail.com
In re Delve Investments LLC
Bankr. C.D. Cal. Case No. 24-10597
Chapter 11 Petition filed January 26, 2024
See
https://www.pacermonitor.com/view/SW5535Y/Delve_Investments_LLC__cacbke-24-10597__0001.0.pdf?mcid=tGE4TAMA
represented by: Thomas B. Ure, Esq.
URE LAW FIRM
E-mail: tom@urelawfirm.com
In re TOP Investment Property, LLC A CA LLC
Bankr. E.D. Cal. Case No. 24-20315
Chapter 11 Petition filed January 26, 2024
See
https://www.pacermonitor.com/view/U5DL4KI/TOP_Investment_PROPERTY_LLC_A__caebke-24-20315__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Zion Hill Investment, LLC A CA LLC
Bankr. E.D. Cal. Case No. 24-20316
Chapter 11 Petition filed January 26, 2024
See
https://www.pacermonitor.com/view/V6KCKFA/Zion_Hill_Investment_LLC_A_CA__caebke-24-20316__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Aparna Vashisht Rota
Bankr. S.D. Cal. Case No. 24-00224
Chapter 11 Petition filed January 26, 2024
In re Sonny Roosevelt, LLC
Bankr. S.D. Cal. Case No. 24-00236
Chapter 11 Petition filed January 26, 2024
See
https://www.pacermonitor.com/view/4UXHCGI/Sonny_Roosevelt_LLC__casbke-24-00236__0001.0.pdf?mcid=tGE4TAMA
represented by: Gustavo E. Bravo, Esq.
BRAVO LAW APC
E-mail: gbravo@bravolawapc.com
In re Michael Baez
Bankr. S.D. Fla. Case No. 24-10739
Chapter 11 Petition filed January 26, 2024
represented by: Susan Lasky, Esq.
In re RV Sales of Broward, Inc.
Bankr. S.D. Fla. Case No. 24-10741
Chapter 11 Petition filed January 26, 2024
See
https://www.pacermonitor.com/view/35ROVQQ/RV_Sales_of_Broward_Inc__flsbke-24-10741__0001.0.pdf?mcid=tGE4TAMA
represented by: Brian S. Behar, Esq.
BEHAR, GUTT & GLAZER, P.A.
E-mail: bsb@bgglaw.com
In re Joseph J. Chapetta, III
Bankr. N.D. Ga. Case No. 24-20106
Chapter 11 Petition filed January 26, 2024
represented by: Leslie Pineyro, Esq.
In re Blackhawk Valley Investments, Inc.
Bankr. N.D. Ill. Case No. 24-80118
Chapter 11 Petition filed January 26, 2024
See
https://www.pacermonitor.com/view/KJT6AUY/Blackhawk_Valley_Investments_Inc__ilnbke-24-80118__0001.0.pdf?mcid=tGE4TAMA
represented by: Darron M. Burke, Esq.
BARRICK SWITZER LONG BALSLEY & VAN EVERA,
LLP
E-mail: dburke@bslbv.com
In re ASA EWC, LLC
Bankr. D. Mass. Case No. 24-40076
Chapter 11 Petition filed January 26, 2024
See
https://www.pacermonitor.com/view/Y6CTKBY/ASA_EWC_LLC__mabke-24-40076__0001.0.pdf?mcid=tGE4TAMA
represented by: James P. Ehrhard, Esq.
EHRHARD & ASSOCIATES, P.C.
E-mail: ehrhard@ehrhardlaw.com
In re Island Breeze Grill, Inc.
Bankr. E.D.N.C. Case No. 24-00258
Chapter 11 Petition filed January 26, 2024
See
https://www.pacermonitor.com/view/JRTO4IQ/Island_Breeze_Grill_Inc__ncebke-24-00258__0001.0.pdf?mcid=tGE4TAMA
represented by: John G. Rhyne, Esq.
JOHN G. RHYNE, ATTORNEY AT LAW
E-mail: johnrhyne@johnrhynelaw.com
In re PCS & Estimate, LLC
Bankr. N.D. Ohio Case No. 24-10264
Chapter 11 Petition filed January 26, 2024
See
https://www.pacermonitor.com/view/O7QA3MA/PCS__Estimate_LLC__ohnbke-24-10264__0001.0.pdf?mcid=tGE4TAMA
represented by: Richard Stovall, Esq.
ALLEN STOVALL NEUMAN & ASHTON LLP
E-mail: stovall@asnalaw.com
In re Alsis Contracting, LLC
Bankr. W.D. Pa. Case No. 24-20197
Chapter 11 Petition filed January 26, 2024
See
https://www.pacermonitor.com/view/AHFCYCQ/Alsis_Contracting_LLC__pawbke-24-20197__0001.0.pdf?mcid=tGE4TAMA
represented by: Rodney D. Shepherd, Esq.
LAW OFFICES OF RODNEY SHEPHERD
E-mail: rodsheph@cs.com
In re Bellah Services, Inc.
Bankr. N.D. Tex. Case No. 24-40284
Chapter 11 Petition filed January 26, 2024
See
https://www.pacermonitor.com/view/G6K27BA/Bellah_Services_Inc__txnbke-24-40284__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric Liepins, Esq.
ERIC A. LIEPINS
E-mail: agenda@ealpc.com
In re The Norman Group, LLC
Bankr. D.D.C. Case No. 24-00025
Chapter 11 Petition filed January 29, 2024
See
https://www.pacermonitor.com/view/CWQ4IOY/The_Norman_Group_LLC__dcbke-24-00025__0001.0.pdf?mcid=tGE4TAMA
represented by: Rowena N. Nelson, Esq.
LAW OFFICE OF ROWENA N. NELSON, LLC
E-mail: information@rnnlawmd.com
In re The MSN Group, LLC
Bankr. D.D.C. Case No. 24-00024
Chapter 11 Petition filed January 29, 2024
See
https://www.pacermonitor.com/view/45BW2QQ/The_MSN_Group_LLC__dcbke-24-00024__0001.0.pdf?mcid=tGE4TAMA
represented by: Rowena N. Nelson, Esq.
LAW OFFICE OF ROWENA N. NELSON, LLC
E-mail: information@rnnlawmd.com
In re Idea Holdings LLC
Bankr. S.D. Fla. Case No. 24-10827
Chapter 11 Petition filed January 29, 2024
See
https://www.pacermonitor.com/view/YEESAUA/Idea_Holdings_LLC__flsbke-24-10827__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Mid-States Paint, LLC
Bankr. E.D. Mo. Case No. 24-40277
Chapter 11 Petition filed January 29, 2024
See
https://www.pacermonitor.com/view/SLQ4IYA/Mid-States_Paint_LLC__moebke-24-40277__0001.0.pdf?mcid=tGE4TAMA
represented by: Spencer Desai, Esq.
THE DESAI LAW FIRM
E-mail: spd@desailawfirmllc.com
In re Crate Holdings LLC
Bankr. D.S.C. Case No. 24-00312
Chapter 11 Petition filed January 29, 2024
See
https://www.pacermonitor.com/view/XLTIGKI/Crate_Holdings_LLC__scbke-24-00312__0001.0.pdf?mcid=tGE4TAMA
represented by: Christine E. Brimm, Esq.
BARTON BRIMM, PA
E-mail: cbrimm@bartonbrimm.com
In re Intelligent Investments, L.L.C.
Bankr. D.S.C. Case No. 24-00328
Chapter 11 Petition filed January 29, 2024
See
https://www.pacermonitor.com/view/CGZDVPI/Intelligent_Investments_LLC__scbke-24-00328__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Interstate Freight Solutions LLC
Bankr. N.D. Tex. Case No. 24-40297
Chapter 11 Petition filed January 29, 2024
See
https://www.pacermonitor.com/view/W3QS7WY/Interstate_Freight_Solutions_LLC__txnbke-24-40297__0001.0.pdf?mcid=tGE4TAMA
represented by: Craig D. Davis, Esq.
DAVIS, ERMIS & ROBERTS, P.C.
E-mail: davisdavisandroberts@yahoo.com
In re MWT ND GP, LLC
Bankr. N.D. Tex. Case No. 24-30238
Chapter 11 Petition filed January 29, 2024
See
https://www.pacermonitor.com/view/KTYHOWY/MWT_ND_GP_LLC__txnbke-24-30238__0001.0.pdf?mcid=tGE4TAMA
represented by: Frances A. Smith, Esq.
ROSS, SMITH & BINFORD, PC
E-mail: frances.smith@rsbfirm.com
*********
Monday's edition of the TCR delivers a list of indicative prices
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obtained by TCR editors from a variety of outside sources during
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however, be complete or accurate. The Monday Bond Pricing table
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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
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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.
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